7 unchanged sentences
Report of Independent Registered Public Accounting Firm
−Removed: Old Holdco, Inc.
−Removed: (formerly Pyxus International, Inc.) and Subsidiaries
+Added: Pyxus International, Inc.
+Added: and Subsidiaries
Consolidated Statements of Operations
−Removed: Years Ended March 31,
−Removed: (in thousands, except per share data) 2020 2019 2018
+Added: Successor Predecessor
+Added: (in thousands, except per share data) Seven months ended March 31, 2021 Five months ended August 31, 2020 Year ended March 31, 2020 Year ended March 31, 2019
Sales and other operating revenues $ 884,328 $ 447,600 $ 1,527,261 $ 1,801,593
2 unchanged sentences
Selling, general, and administrative expenses 110,007 87,858 199,016 172,831
−Removed: Other income, net 2,133 14,217 14,382
+Added: Other (expense) income, net ( 9,615 ) ( 539 ) 2,133 14,217
Restructuring and asset impairment charges 11,817 566 5,646 4,946
1 unchanged sentence
Operating (loss) income ( 16,048 ) ( 43,957 ) ( 11,609 ) 87,254
−Removed: Debt retirement benefit — ( 1,753 ) ( 2,975 )
+Added: Loss on deconsolidation of subsidiaries 70,242 — — —
+Added: Debt retirement expense (benefit) — 828 — ( 1,753 )
Interest expense 56,724 46,616 136,656 135,553
Interest income 1,348 1,426 3,850 3,629
−Removed: Loss before income taxes and other items ( 144,415 ) ( 42,917 ) ( 16,129 )
−Removed: Income tax expense (benefit) 131,789 37,840 ( 58,764 )
+Added: Reorganization items:
+Added: Gain on settlement of liabilities subject to compromise — 462,304 — —
+Added: Professional fees — ( 30,526 ) — —
+Added: United States trustee fees — ( 970 ) — —
+Added: Write-off of unamortized debt issuance costs and discount — ( 5,303 ) — —
+Added: Issuance of exit facility shares and DIP financing fees — ( 208,538 ) — —
+Added: Other debt restructuring costs — ( 19,442 ) — —
+Added: Fresh start reporting adjustments — ( 91,541 ) — —
+Added: (Loss) income before income taxes and other items ( 141,666 ) 16,009 ( 144,415 ) ( 42,917 )
+Added: Income tax expense 13,215 292 131,789 37,840
Income from unconsolidated affiliates, net 11,875 2,358 5,885 9,589
7 unchanged sentences
See "Notes to Consolidated Financial Statements"
−Removed: Old Holdco, Inc.
−Removed: (formerly Pyxus International, Inc.) and Subsidiaries
+Added: Pyxus International, Inc.
+Added: and Subsidiaries
Consolidated Statements of Comprehensive (Loss) Income
−Removed: Years Ended March 31,
−Removed: (in thousands) 2020 2019 2018
+Added: Successor Predecessor
+Added: (in thousands) Seven months ended March 31, 2021 Five months ended August 31, 2020 Year ended March 31, 2020 Year ended March 31, 2019
Net (loss) income $ ( 143,006 ) $ 18,075 $ ( 270,319 ) $ ( 71,168 )
−Removed: Other comprehensive income (loss), net of tax:
+Added: Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment ( 5,004 ) 4,377 ( 583 ) ( 9,048 )
1 unchanged sentence
Cash flow hedges ( 2,625 ) ( 531 ) 3,145 ( 2,614 )
−Removed: Total other comprehensive income (loss), net of tax 2,157 ( 12,900 ) 14,324
+Added: Total other comprehensive (loss) income, net of tax ( 7,088 ) 4,580 2,157 ( 12,900 )
Total comprehensive (loss) income ( 150,094 ) 22,655 ( 268,162 ) ( 84,068 )
3 unchanged sentences
See "Notes to Consolidated Financial Statements"
−Removed: Old Holdco, Inc.
−Removed: (formerly Pyxus International, Inc.) and Subsidiaries
+Added: Pyxus International, Inc.
+Added: and Subsidiaries
Consolidated Balance Sheets
+Added: Successor Predecessor
(in thousands) March 31, 2021 March 31, 2020
7 unchanged sentences
Inventories, net 727,893 730,019
−Removed: Advances to suppliers, net 38,877 19,754
+Added: Advances to tobacco suppliers, net 43,569 38,877
Recoverable income taxes 4,781 7,562
9 unchanged sentences
Long-term recoverable income taxes 4,133 3,038
−Removed: Other deferred charges — 2,175
Other noncurrent assets 40,334 48,434
27 unchanged sentences
Accumulated other comprehensive loss ( 6,733 ) ( 59,132 )
−Removed: Total stockholders’ (deficit) equity of Pyxus International, Inc.
+Added: Total stockholders’ equity (deficit) of Pyxus International, Inc.
247,670 ( 78,000 )
Noncontrolling interests 6,270 1,692
−Removed: Total stockholders' (deficit) equity ( 76,308 ) 192,019
+Added: Total stockholders' equity (deficit) 253,940 ( 76,308 )
Total liabilities and stockholders' equity $ 1,539,462 $ 1,763,063
See "Notes to Consolidated Financial Statements"
−Removed: Old Holdco, Inc.
−Removed: (formerly Pyxus International, Inc.) and Subsidiaries
+Added: Pyxus International, Inc.
+Added: and Subsidiaries
Consolidated Statements of Stockholders’ Equity
3 unchanged sentences
Stock Retained
+Added: (Deficit) Earnings Currency
+Added: Adjustment Pensions,
+Added: Net of Tax Derivatives,
+Added: Net of Tax Noncontrolling
+Added: Interest Total
+Added: Stockholders’
+Added: Balance, March 31, 2020 (Predecessor) $ 469,677 $ ( 488,545 ) $ ( 22,509 ) $ ( 37,154 ) $ 531 $ 1,692 $ ( 76,308 )
+Added: Net loss — ( 92,161 ) — — — ( 648 ) ( 92,809 )
+Added: Stock-based compensation 117 — — — — — 117
+Added: Dividends paid — — — — — ( 120 ) ( 120 )
+Added: Other comprehensive (loss) income, net of tax — — ( 64 ) 494 ( 531 ) ( 76 ) ( 177 )
+Added: Balance, June 30, 2020 (Predecessor) 469,794 ( 580,706 ) ( 22,573 ) ( 36,660 ) — 848 ( 169,297 )
+Added: Net income — 111,198 — — — ( 314 ) 110,884
+Added: Stock-based compensation 8 — — — — — 8
+Added: Dividends paid — — — — — ( 180 ) ( 180 )
+Added: Change in investment in subsidiaries ( 1,655 ) — — — — ( 461 ) ( 2,116 )
+Added: Other comprehensive income, net of tax — — 4,509 240 — 8 4,757
+Added: Cancellation of Predecessor equity ( 468,147 ) 469,508 18,064 36,420 — 99 55,944
+Added: Balance, August 31, 2020 (Predecessor) $ — $ — $ — $ — $ — $ — $ —
+Added: Balance, September 1, 2020 (Successor) $ — $ — $ — $ — $ — $ — $ —
+Added: Issuance of Successor common stock 391,402 — — — — — 391,402
+Added: Fresh start adjustment to noncontrolling interests — — — — — 4,359 4,359
+Added: Net loss — ( 5,313 ) — — — ( 485 ) ( 5,798 )
+Added: Dividends paid — — — — — ( 123 ) ( 123 )
+Added: Other comprehensive (loss) income, net of tax — — ( 828 ) — — 21 ( 807 )
+Added: Balance, September 30, 2020 (Successor) 391,402 ( 5,313 ) ( 828 ) — — 3,772 389,033
+Added: Net loss — ( 8,165 ) — — — ( 55 ) ( 8,220 )
+Added: Fresh start adjustments ( 313 ) — — — — ( 246 ) ( 559 )
+Added: Other comprehensive (loss) income, net of tax — — ( 3 ) 47 ( 619 ) ( 142 ) ( 717 )
+Added: Balance, December 31, 2020 (Successor) 391,089 ( 13,478 ) ( 831 ) 47 ( 619 ) 3,329 379,537
+Added: Net loss — ( 123,208 ) — — — ( 5,780 ) ( 128,988 )
+Added: Deconsolidation of subsidiaries — — — — — 8,972 8,972
+Added: Dividends paid — — — — — ( 17 ) ( 17 )
+Added: Other comprehensive (loss) income, net of tax — — ( 3,818 ) 494 ( 2,006 ) ( 234 ) ( 5,564 )
+Added: Balance, March 31, 2021 (Successor) $ 391,089 $ ( 136,686 ) $ ( 4,649 ) $ 541 $ ( 2,625 ) $ 6,270 $ 253,940
+Added: Pyxus International, Inc.
+Added: and Subsidiaries
+Added: Consolidated Statements of Stockholders’ Equity (continued)
+Added: Attributable to Pyxus International, Inc.
+Added: Accumulated Other Comprehensive Loss
+Added: (in thousands) Common
+Added: Stock Retained
Deficit Currency
4 unchanged sentences
Stockholders’
−Removed: Balance, March 31, 2019 $ 468,936 $ ( 223,884 ) $ ( 21,979 ) $ ( 36,749 ) $ ( 2,614 ) $ 8,309 $ 192,019
+Added: Balance, March 31, 2019 (Predecessor) $ 468,936 $ ( 223,884 ) $ ( 21,979 ) $ ( 36,749 ) $ ( 2,614 ) $ 8,309 $ 192,019
Net loss attributable to Pyxus International, Inc.
2 unchanged sentences
Other comprehensive (loss) income, net of tax — — ( 430 ) 311 369 30 280
−Removed: Balance, June 30, 2019 469,365 ( 285,681 ) ( 22,409 ) ( 36,438 ) ( 2,245 ) 7,973 130,565
+Added: Balance, June 30, 2019 (Predecessor) 469,365 ( 285,681 ) ( 22,409 ) ( 36,438 ) ( 2,245 ) 7,973 130,565
Net loss attributable to Pyxus International, Inc.
4 unchanged sentences
Other comprehensive (loss) income, net of tax — — ( 1,925 ) ( 1,701 ) 1,428 ( 19 ) ( 2,217 )
−Removed: Balance, September 30, 2019 469,736 ( 302,199 ) ( 24,334 ) ( 38,139 ) ( 817 ) 7,388 111,635
+Added: Balance, September 30, 2019 (Predecessor) 469,736 ( 302,199 ) ( 24,334 ) ( 38,139 ) ( 817 ) 7,388 111,635
Net loss attributable to Pyxus International, Inc.
3 unchanged sentences
Other comprehensive income, net of tax — — 1,789 1,111 576 48 3,524
−Removed: Balance, December 31, 2019 469,450 ( 324,192 ) ( 22,512 ) ( 37,028 ) ( 241 ) 6,557 92,034
+Added: Balance, December 31, 2019 (Predecessor) 469,450 ( 324,192 ) ( 22,512 ) ( 37,028 ) ( 241 ) 6,557 92,034
Net loss attributable to Pyxus International, Inc.
2 unchanged sentences
Other comprehensive (loss) income, net of tax — — 3 ( 126 ) 772 ( 112 ) 537
−Removed: Balance, March 31, 2020 $ 469,677 $ ( 488,545 ) $ ( 22,509 ) $ ( 37,154 ) $ 531 $ 1,692 $ ( 76,308 )
−Removed: Old Holdco, Inc.
−Removed: (formerly Pyxus International, Inc.) and Subsidiaries
−Removed: Statements of Consolidated Stockholders’ Equity (continued)
+Added: Balance, March 31, 2020 (Predecessor) $ 469,677 $ ( 488,545 ) $ ( 22,509 ) $ ( 37,154 ) $ 531 $ 1,692 $ ( 76,308 )
+Added: Pyxus International, Inc.
+Added: and Subsidiaries
+Added: Consolidated Statements of Stockholders’ Equity (continued)
Attributable to Pyxus International, Inc.
8 unchanged sentences
Stockholders’
−Removed: Balance, March 31, 2018 $ 473,476 $ ( 156,348 ) $ ( 12,682 ) $ ( 32,580 ) $ — $ 10,962 $ 282,828
+Added: Balance, March 31, 2018 (Predecessor) $ 473,476 $ ( 156,348 ) $ ( 12,682 ) $ ( 32,580 ) $ — $ 10,962 $ 282,828
Net loss attributable to Pyxus International, Inc.
3 unchanged sentences
Other comprehensive (loss) income, net of tax — — ( 5,136 ) 366 ( 1,496 ) ( 175 ) ( 6,441 )
−Removed: Balance, June 30, 2018 473,771 ( 157,107 ) ( 17,818 ) ( 32,214 ) ( 1,496 ) 15,664 280,800
+Added: Balance, June 30, 2018 (Predecessor) 473,771 ( 157,107 ) ( 17,818 ) ( 32,214 ) ( 1,496 ) 15,664 280,800
Net loss attributable to Pyxus International, Inc.
3 unchanged sentences
Other comprehensive (loss) income, net of tax — — ( 257 ) 973 780 251 1,747
−Removed: Balance, September 30, 2018 474,221 ( 211,741 ) ( 18,075 ) ( 31,241 ) ( 716 ) 15,707 228,155
+Added: Balance, September 30, 2018 (Predecessor) 474,221 ( 211,741 ) ( 18,075 ) ( 31,241 ) ( 716 ) 15,707 228,155
Net (loss) income attributable to Pyxus International, Inc.
5 unchanged sentences
Other comprehensive loss, net of tax — — ( 1,787 ) ( 877 ) ( 1,591 ) ( 523 ) ( 4,778 )
−Removed: Balance, December 31, 2018 474,603 ( 213,905 ) ( 19,862 ) ( 35,049 ) ( 2,307 ) 14,887 218,367
+Added: Balance, December 31, 2018 (Predecessor) 474,603 ( 213,905 ) ( 19,862 ) ( 35,049 ) ( 2,307 ) 14,887 218,367
Net (loss) income attributable to Pyxus International, Inc.
4 unchanged sentences
Other comprehensive (loss) income, net of tax — — ( 1,656 ) ( 1,700 ) ( 307 ) 696 ( 2,967 )
−Removed: Balance, March 31, 2019 $ 468,936 $ ( 223,884 ) $ ( 21,979 ) $ ( 36,749 ) $ ( 2,614 ) $ 8,309 $ 192,019
−Removed: Old Holdco, Inc.
−Removed: (formerly Pyxus International, Inc.) and Subsidiaries
−Removed: Statements of Consolidated Stockholders’ Equity (continued)
−Removed: Attributable to Pyxus International, Inc.
−Removed: Accumulated Other Comprehensive Loss
−Removed: (in thousands) Common
−Removed: Stock Retained
−Removed: Deficit Currency
−Removed: Adjustment Pensions,
−Removed: Net of Tax Derivatives,
−Removed: Net of Tax Noncontrolling
−Removed: Interest Total
−Removed: Stockholders’
−Removed: Balance, March 31, 2017 $ 472,349 $ ( 208,784 ) $ ( 22,293 ) $ ( 36,654 ) $ ( 1,100 ) $ 3,192 $ 206,710
−Removed: Net loss attributable to Pyxus International, Inc.
−Removed: — ( 32,543 ) — — — ( 90 ) ( 32,633 )
−Removed: Stock-based compensation 291 — — — — — 291
−Removed: Other comprehensive income (loss), net of tax — — 3,742 459 ( 562 ) — 3,639
−Removed: Balance, June 30, 2017 472,640 ( 241,327 ) ( 18,551 ) ( 36,195 ) ( 1,662 ) 3,102 178,007
−Removed: Net income (loss) attributable to Pyxus International, Inc.
−Removed: — 1,024 — — — ( 68 ) 956
−Removed: Restricted stock surrender ( 2 ) — — — — — ( 2 )
−Removed: Stock-based compensation 253 — — — — — 253
−Removed: Other comprehensive income, net of tax — — 2,349 459 71 — 2,879
−Removed: Balance, September 30, 2017* 472,892 ( 240,304 ) ( 16,202 ) ( 35,736 ) ( 1,591 ) 3,033 182,092
−Removed: Net income (loss) attributable to Pyxus International, Inc.
−Removed: — 88,456 — — — ( 130 ) 88,326
−Removed: Restricted stock surrender ( 6 ) — — — — — ( 6 )
−Removed: Stock-based compensation 270 — — — — — 270
−Removed: Purchase of additional investment in subsidiary — — — — — 264 264
−Removed: Other comprehensive income, net of tax — — 726 458 592 — 1,776
−Removed: Balance, December 31, 2017 473,156 ( 151,848 ) ( 15,476 ) ( 35,278 ) ( 999 ) 3,167 272,722
−Removed: Net loss attributable to Pyxus International, Inc.
−Removed: — ( 4,501 ) — — — ( 242 ) ( 4,743 )
−Removed: Restricted stock surrender ( 223 ) — — — — — ( 223 )
−Removed: Stock-based compensation 544 — — — — — 544
−Removed: Purchase of additional investment in subsidiary — — — — — 8,497 8,497
−Removed: Other comprehensive income (loss), net of tax — — 2,794 2,698 999 ( 461 ) 6,030
−Removed: Balance, March 31, 2018* $ 473,476 $ ( 156,348 ) $ ( 12,682 ) $ ( 32,580 ) $ — $ 10,962 $ 282,828
−Removed: *Amounts may not equal column totals due to rounding
+Added: Balance, March 31, 2019 (Predecessor) $ 468,936 $ ( 223,884 ) $ ( 21,979 ) $ ( 36,749 ) $ ( 2,614 ) $ 8,309 $ 192,019
See "Notes to Consolidated Financial Statements"
−Removed: Old Holdco, Inc.
−Removed: (formerly Pyxus International, Inc.) and Subsidiaries
+Added: Pyxus International, Inc.
+Added: and Subsidiaries
Consolidated Statements of Cash Flows
−Removed: Years Ended March 31,
−Removed: (in thousands) 2020 2019 2018
+Added: Successor Predecessor
+Added: (in thousands) Seven months ended March 31, 2021 Five months ended August 31, 2020 Year ended March 31, 2020 Year ended March 31, 2019
Operating activities:
2 unchanged sentences
Depreciation and amortization 11,839 16,580 35,828 35,747
+Added: Loss on deconsolidation of subsidiaries 70,242 — — —
Debt amortization/interest 11,272 4,862 12,875 11,843
−Removed: Debt retirement benefit — ( 1,753 ) ( 2,975 )
+Added: (Gain) loss on foreign currency transactions ( 4,512 ) ( 11,077 ) 14,105 ( 2,383 )
Asset impairment charges 4,001 213 34,813 891
−Removed: Remeasurement loss (gain) on foreign currency transactions 14,105 ( 2,383 ) 5,396
−Removed: Gain on sale of property, plant, and equipment ( 6,539 ) ( 2,080 ) ( 2,704 )
−Removed: Gain on insurance proceeds received for destroyed buildings and equipment ( 18 ) ( 6,038 ) —
Bad debt expenses (recovery) 5,700 ( 1,037 ) 8,644 6,821
−Removed: Loss (income) from unconsolidated affiliates, net of dividends 820 ( 3,936 ) ( 6,345 )
−Removed: Stock-based compensation 1,231 1,544 1,189
+Added: (Income) loss from unconsolidated affiliates, net of dividends ( 11,735 ) 2,915 820 ( 3,936 )
+Added: Reorganization items — ( 130,215 ) — —
Changes in operating assets and liabilities, net:
6 unchanged sentences
Current derivative asset ( 917 ) — — ( 3,495 )
−Removed: Prepaids ( 16,945 ) ( 1,916 ) ( 9,994 )
+Added: Prepaid expenses 6,941 ( 2,812 ) ( 16,945 ) ( 1,916 )
Income taxes 457 4,188 2,462 ( 2,302 )
4 unchanged sentences
Purchases of property, plant, and equipment ( 16,628 ) ( 7,757 ) ( 61,063 ) ( 47,539 )
−Removed: Intangibles, including internally developed software costs ( 3,236 ) ( 3,105 ) ( 231 )
Proceeds from sale of property, plant, and equipment 947 311 9,677 5,148
1 unchanged sentence
Loans to unconsolidated affiliates — — ( 5,250 ) —
−Removed: Insurance proceeds received for destroyed buildings and equipment 18 6,465 —
−Removed: Payments to acquire equity method investments — — ( 10,000 )
−Removed: Payments to acquire controlling interests, net of cash acquired — ( 8,692 ) ( 32,687 )
+Added: DIP loan to deconsolidated subsidiary ( 5,790 ) — — —
+Added: Payments to acquire businesses, net of cash acquired — ( 4,805 ) — —
+Added: Payments to acquire additional interests, net of cash acquired — — — ( 8,692 )
Other, net ( 767 ) ( 420 ) ( 3,005 ) 3,391
Net cash provided by investing activities 71,824 61,657 181,353 195,274
−Removed: Years Ended March 31,
−Removed: (in thousands) 2020 2019 2018
Financing activities:
Net proceeds (repayments) of short-term borrowings ( 83,895 ) ( 99,969 ) 122,524 23,043
+Added: Proceeds from DIP facility — 206,700 — —
+Added: Repayment of DIP facility — ( 213,418 ) — —
+Added: Proceeds from term loan facility — 213,418 — —
+Added: Proceeds from 10.0 % first lien notes
+Added: — 280,844 — —
+Added: Repayment of 8.5 % first lien notes
+Added: — ( 280,844 ) — —
Proceeds from revolving loan facilities 37,500 27,438 44,900 —
1 unchanged sentence
Repayment of long-term borrowings ( 119 ) ( 93 ) ( 335 ) ( 25,132 )
+Added: Repayment of revolving loan facilities — ( 44,900 ) — —
+Added: Repayment of second lien notes — ( 1,199 ) — —
+Added: Share repurchases — ( 1,000 ) — —
Debt issuance costs ( 3,291 ) ( 8,486 ) ( 6,313 ) ( 5,285 )
Additional investment in consolidated affiliates — — ( 921 ) ( 13,470 )
+Added: DIP financing fees — ( 9,344 ) — —
+Added: Other debt restructuring costs — ( 7,574 ) — —
Other, net ( 183 ) ( 472 ) ( 480 ) ( 788 )
−Removed: Net cash provided (used) by financing activities 159,875 ( 21,632 ) ( 103,078 )
+Added: Net cash (used) provided by financing activities ( 49,318 ) 63,669 159,875 ( 21,632 )
Effect of exchange rate changes on cash 1,706 1,628 ( 7,333 ) 4,416
Decrease in cash, cash equivalents, and restricted cash ( 20,263 ) ( 55,107 ) ( 24,727 ) ( 70,223 )
−Removed: Cash and cash equivalents at beginning of year 192,043 264,660 473,110
−Removed: Restricted cash at beginning of year 5,767 3,373 2,309
−Removed: Cash, cash equivalents, and restricted cash at end of year $ 173,083 $ 197,810 $ 268,033
+Added: Cash and cash equivalents at beginning of period 93,138 170,208 192,043 264,660
+Added: Restricted cash at beginning of period 24,838 2,875 5,767 3,373
+Added: Cash, cash equivalents, and restricted cash at end of period $ 97,713 $ 117,976 $ 173,083 $ 197,810
Other information:
2 unchanged sentences
Cash received from interest ( 1,444 ) ( 1,356 ) ( 4,066 ) ( 3,845 )
−Removed: Noncash investing activities:
+Added: Cash paid for reorganization items — 7,314 — —
+Added: Noncash investing and financing activities:
Purchases of property, plant, and equipment included in accounts payable 1,060 1,759 2,087 7,095
Sales of property, plant, and equipment included in notes receivable 81 304 334 1,957
−Removed: Beneficial interests obtained in exchange for transferring trade receivables in a securitization transaction 229,751 247,386 281,601
+Added: Noncash amounts obtained as a beneficial interest in exchange for transferring trade receivables in a securitization transaction 105,118 66,821 229,751 247,386
+Added: Cancellation of second lien notes — ( 634,487 ) — —
See "Notes to Consolidated Financial Statements"
−Removed: Old Holdco, Inc.
−Removed: (formerly Pyxus International, Inc.) and Subsidiaries
+Added: Pyxus International, Inc.
+Added: and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except per share data)
+Added: Basis of Presentation and Significant Accounting Policies
+Added: New Accounting Standards
+Added: Emergence from Voluntary Reorganization under Chapter 11
+Added: Fresh Start Reporting
+Added: CCAA Proceeding and Deconsolidation of Subsidiaries
+Added: Revenue Recognition
+Added: Other Income, Net
+Added: Restructuring and Asset Impairment Charges
+Added: (Loss) Earnings Per Share
+Added: Cash, Cash Equivalents, and Restricted Cash
+Added: Inventories, Net
+Added: Advances to Tobacco Suppliers, Net
+Added: Equity Method Investments
+Added: Variable Interest Entities
+Added: Goodwill and Other Intangible Assets, Net
+Added: Property, Plant, and Equipment, Net
+Added: Debt Arrangements
+Added: Securitized Receivables
+Added: Derivative Financial Instruments
+Added: Fair Value Measurements
+Added: Pension and Other Postretirement Benefits
+Added: Contingencies and Other Information
+Added: Other Comprehensive Loss
+Added: Related Party Transactions
+Added: Segment Information
+Added: Subsequent Event s
Basis of Presentation and Summary of Significant Accounting Policies
−Removed: The Company is a global agricultural company with more than 145 years of experience delivering value-added products and services to businesses and customers.
+Added: Pyxus International, Inc.
+Added: (the “Company” or “Pyxus”) is a global agricultural company with more than 145 years of experience delivering value-added products and services to businesses and customers.
The Company is a trusted provider of responsibly sourced, independently verified, sustainable, and traceable products and ingredients.
+Added: As the context requires, the “Company” and “Pyxus” also includes the consolidated subsidiaries of Pyxus International, Inc.
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.
GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission applicable to annual reporting on Form 10-K.
−Removed: Going Concern
−Removed: In an effort to address the Company's maturing long-term debt, the Company contemplated a number of actions, including reviewing of strategic business alternatives, evaluating and developing plans for a partial monetization of its interests in certain subsidiaries in the Other Products and Services segment, and implementing a global operations efficiency program.
−Removed: After implementing certain of these actions, evaluating other financing alternatives, and the impact of the COVID-19 pandemic, the Company determined that it will not have liquidity to fund near-term operations.
−Removed: As a result, the Company and certain of its subsidiaries commenced the Chapter 11 Cases on June 15, 2020.
−Removed: "Subsequent Events" to the "Notes to Consolidated Financial Statements" for additional information, including the definitions of certain capitalized terms used in Note 1.
−Removed: The Company and such subsidiaries operated as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of Chapter 11 of the Bankruptcy Code and the orders of the Bankruptcy Court until their emergence from bankruptcy.
−Removed: The Company’s other subsidiaries were not part of the Chapter 11 Cases, and have continued to operate in the ordinary course of business.
−Removed: The accompanying consolidated financial statements and related notes have been prepared assuming that the Company will continue as a going concern and contemplate the realization of assets and the satisfaction of liabilities in the normal course of business.
−Removed: The accompanying consolidated financial statements do not include adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities or other adjustments that might be necessary should the Company be unable to continue as a going concern or as a consequence of the Chapter 11 Cases.
−Removed: As a result of the Company's financial condition and the near-term maturities of substantial indebtedness, substantial doubt existed as of March 31, 2020 that the Company would be able to continue as a going concern.
−Removed: Based on the confirmation of the Plan by the Bankruptcy Court and the effectiveness of the Plan, there is no longer substantial doubt about the Company’s ability to continue as a going concern.
−Removed: The Company has been closely monitoring the impact of the disease caused by the novel coronavirus ("COVID-19") on the Company and its workforce since January 2020.
−Removed: In March 2020, the World Health Organization recognized the outbreak of COVID-19 as a global pandemic.
−Removed: The COVID-19 pandemic and government actions implemented to contain the further spread of COVID-19 have severely restricted economic activity around the world.
−Removed: The Company’s businesses have been classified as an “essential” business under governmental shelter-in-place and similar orders in many of the jurisdictions in which we operate.
−Removed: As such, the Company is still able to produce and sell products.
−Removed: The Company’s production facilities are still operating but, in some instances, at lower production levels than planned due to the shelter in-place mandates.
−Removed: While the Company’s supply chains and distribution channels have experienced delays, the Company currently has adequate supply of products to meet forecasted demand for fiscal 2021.
−Removed: The Company implemented various measures to reduce the spread of the virus including working from home, restricting visitors to production locations, splitting production workforce, reducing the on-site production workforce levels, screening workers before they enter facilities, implementing social distancing, and encouraging employees to adhere to prevention measures recommended by the Center for Disease Control and the World Health Organization.
+Added: The Company applied Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 852, Reorganizations (“ASC 852”) in preparing the consolidated financial statements.
+Added: For periods subsequent to the Chapter 11 filing, ASC 852 requires distinguishing transactions associated with the reorganization separate from activities related to the ongoing operations of the business.
+Added: Upon the effectiveness of the Plan and the emergence of the Debtors from the Chapter 11 Cases, the Company determined it qualified for fresh start reporting under ASC 852, which resulted in the Company becoming a new entity for financial reporting purposes on the Effective Date (as defined below).
+Added: The Company elected to apply fresh start reporting using a convenience date of August 31, 2020 (the “Fresh Start Reporting Date”).
+Added: The Company evaluated and concluded that the events between August 24, 2020 and August 31, 2020 were not material to the Company's financial reporting on both a quantitative or qualitative basis.
+Added: Refer to “ Note 4.
+Added: Fresh Start Reporting ” for additional information.
+Added: Due to the application of fresh start reporting, the pre-emergence and post-emergence periods are not comparable.
+Added: The lack of comparability is emphasized by the use of a “black line” to separate the Predecessor and Successor periods in the consolidated financial statements and footnote tables.
+Added: References to “Successor” relate to our financial position and results of operations after August 31, 2020.
+Added: References to “Predecessor” relate to our financial position and results of operations on or before August 31, 2020.
+Added: Bankruptcy Proceedings
+Added: On June 15, 2020 (the "Petition Date"), Old Holdco, Inc.
+Added: (then named Pyxus International, Inc.) (“Old Pyxus”) and its then subsidiaries Alliance One International, LLC, Alliance One North America, LLC, Alliance One Specialty Products, LLC, and GSP Properties, LLC (collectively, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) under Chapter 11 of the United States Bankruptcy Code with the Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) to implement a prepackaged Chapter 11 plan of reorganization to effectuate a financial restructuring (the “Restructuring”) of Old Pyxus’ secured debt.
+Added: On August 21, 2020, the Bankruptcy Court issued an order (the “Confirmation Order”) confirming the Amended Joint Prepackaged Chapter 11 Plan of Reorganization (the “Plan”) filed by the Debtors in the Chapter 11 Cases.
+Added: On August 24, 2020 (the “Effective Date”), the Plan became effective in accordance with its terms, and the Debtors emerged from the Chapter 11 Cases.
+Added: In connection with the satisfaction of the conditions to effectiveness as set forth in the Confirmation Order and the Plan, Old Pyxus completed a series of transactions pursuant to which the business assets and operations of Old Pyxus were vested in a new Virginia corporation, Pyxus Holdings, Inc., which is a subsidiary of the Company.
+Added: Pursuant to the Confirmation Order and the Plan, at the effectiveness of the plan all outstanding shares of common stock, and rights to acquire the common stock, of Old Pyxus were cancelled and the shares of common stock of the Company were delivered to certain creditors of Old Pyxus.
+Added: Refer to “ Note 3.
+Added: Emergence from Voluntary Reorganization under Chapter 11 ” for additional information.
+Added: Reorganization Items
+Added: Expenditures, gains, and losses that were realized or incurred by the Debtors subsequent to the Petition Date and as a direct result of the Chapter 11 Cases are reported as reorganization items in the consolidated statements of operations.
+Added: Reorganization items are primarily composed of write-off of unamortized debt issuance costs and discount, fresh start reporting adjustments, legal, valuation, and consulting professional fees pertaining to the Chapter 11 Cases, United States trustee fees, DIP financing fees, other debt restructuring costs, gain on settlement of liabilities subject to compromise, and the issuance of exit facility shares.
+Added: We continue to monitor the impact of the COVID-19 outbreak on our Company and our workforce.
+Added: In March 2020, the World Health Organization recognized the COVID-19 outbreak as a global pandemic.
+Added: The COVID-19 pandemic and government actions implemented to contain further spread of COVID-19 have severely restricted economic activity around the world.
+Added: Our production facilities are still operating but, in some instances, at lower production levels than planned due to social distancing requirements and safety practices implemented in accordance with Company policy.
+Added: We continue to monitor the measures we implemented to reduce the spread of COVID-19 and make updates and improvements, as necessary.
+Added: While our supply chains and distribution channels continue to experience delays due to COVID-19, we currently have adequate supply of products to meet the near-term forecasted demand.
+Added: In addition, we have experienced procedural delays during fulfillment of customer orders for leaf tobacco due to COVID-19.
+Added: Broad economic factors from the COVID-19 pandemic, including increasing unemployment rates and reduced consumer spending, may extend billing and collection cycles.
+Added: Deterioration in the collectability of accounts receivable from extended billing and collection cycles would adversely affect our results of operations, financial condition, and cash flows, leading to working capital constraints.
+Added: If general economic conditions in the markets in which we operate continue to deteriorate or remain uncertain for an extended period of time, our business, results of operations, financial condition, and cash flows will be adversely affected.
+Added: Due to the scope of our operations, including emerging markets, and our sale to customers around the world, the impact of the COVID-19 pandemic on our operations and the demand for our products may not coincide with impacts experienced in the United States in the event that the impacts in the United States improve over time due to increased vaccinations or improved medical treatments.
+Added: Accordingly, to the extent that the impact of the COVID-19 pandemic in the United States may improve over time, results of operations may continue to be adversely affected by COVID-19 impacts in other areas of the world.
+Added: We cannot predict the extent or duration of the COVID pandemic, the effects of the COVID pandemic on the global, national or local economy, or the effect of the COVID pandemic on our business, financial position, results of operations, and cash flows.
+Added: CCAA Proceeding
+Added: On January 21, 2021, Figr Norfolk Inc.
+Added: (“Figr Norfolk”) and Figr Brands, Inc.
+Added: (“Figr Brands”), which are indirect subsidiaries of the Company, and Canada’s Island Garden Inc.
+Added: (“Figr East,” and together with Figr Norfolk and Figr Brands, the “Canadian Cannabis Subsidiaries”), which, prior to its sale on June 28, 2021 was an indirect subsidiary of the Company, applied for relief from their respective creditors pursuant to Canada’s Companies’ Creditors Arrangement Act (the “CCAA”) in the Ontario Superior Court of Justice (Commercial List) (the “Canadian Court”) in Ontario, Canada as Court File No.
+Added: CV-21-00655373-00CL (the “CCAA Proceeding”).
+Added: On January 21, 2021 (the “Order Date”), upon application by the Canadian Cannabis Subsidiaries, the Canadian Court issued an order for creditor protection of the Canadian Cannabis Subsidiaries pursuant to the provisions of the CCAA and the appointment of FTI Consulting Canada Inc.
+Added: to serve as the Canadian Court-appointed monitor of the Canadian Cannabis Subsidiaries during the pendency of the CCAA Proceeding (the “Monitor”).
+Added: The Canadian Cannabis Subsidiaries collectively operate businesses, under licenses issued by Health Canada, for the production and sale of cannabis products to retailers in Canada.
+Added: The Canadian Cannabis Subsidiaries are the only subsidiaries of the Company engaged in such business.
+Added: Refer to “ Note 5.
+Added: CCAA Proceeding and Deconsolidation of Subsidiaries ” for additional information.
+Added: Deconsolidation
+Added: In accordance with ASC 810, Consolidation ("ASC 810"), a parent company must deconsolidate a subsidiary as of the date the parent ceases to have a controlling financial interest in that subsidiary, or if the parent no longer has the power to direct the activities that most significantly affect the subsidiary’s economic performance.
+Added: Due to the CCAA Proceeding, the Company lost control of the Canadian Cannabis Subsidiaries and they were deconsolidated from the Company's financial statements as of the Order Date due to the CCAA Proceeding and the appointment of the Monitor.
+Added: Prior to the deconsolidation of the Canadian Cannabis Subsidiaries, they comprised an operating segment within the Other Products and Services reportable segment.
+Added: Refer to "Note 5.
+Added: CCAA Proceeding and Deconsolidation of Subsidiaries" for additional information.
+Added: Related Party Relationship
+Added: The commencement of the CCAA Proceeding and the subsequent deconsolidation results in transactions with the Canadian Cannabis Subsidiaries no longer being eliminated in consolidation.
+Added: As such, transactions between the Company and the Canadian Cannabis Subsidiaries are treated as related party transactions.
+Added: Refer to "Note 28.
+Added: Related Party Transactions" for transactions between the Company and the Canadian Cannabis Subsidiaries from January 21, 2021 to March 31, 2021.
+Added: Discontinued Operations
+Added: The Company determined the Canadian Cannabis Subsidiaries do not meet the qualifications as outlined under ASC 205-20, Discontinued Operations ("ASC 205-20") to be reported as discontinued operations.
+Added: The Company reached this conclusion as the Canadian Cannabis Subsidiaries do not represent, individually or in the aggregate, a ‘strategic shift’ that has a major effect on the consolidated operations and financial results of the Company.
Principles of Consolidation
15 unchanged sentences
As a result, the majority of these variable interest entities are not consolidated.
−Removed: The Company holds a majority voting interest and is the primary beneficiary of its variable interest in Humble Juice Co., LLC, a consolidated entity for which the related intercompany accounts and transactions have been eliminated.
+Added: The Company holds a majority voting interest and is the primary beneficiary of its variable interest in Criticality and Humble Juice, consolidated entities for which the related intercompany accounts and transactions have been eliminated.
Creditors of the Company’s variable interest entities do not have recourse against the general credit of the Company.
7 unchanged sentences
Actual results may differ from the Company's estimates and assumptions.
−Removed: Estimates are used in accounting for, among other things, revenue recognition, pension and postretirement health care benefits, inventory reserves, accounts receivable reserves, bank loan guarantees to suppliers and unconsolidated subsidiaries, useful lives for depreciation and amortization, future cash flows associated with impairment testing for long-lived assets, deferred tax assets and uncertain income tax positions, intrastate tax credits in Brazil, fair value determinations of financial assets and liabilities, including derivatives, securitized beneficial interests, and counterparty risk.
+Added: Estimates are used in accounting for, among other things, determining the entity's enterprise value upon emergence from the Chapter 11 Cases, revenue recognition, pension and postretirement health care benefits, inventory reserves, accounts receivable reserves, bank loan guarantees to suppliers and unconsolidated subsidiaries, useful lives for depreciation and amortization, future cash flows associated with impairment testing for long-lived assets, deferred tax assets an d uncertain income tax positions, intrastate tax credits in Brazil, fair value determinations of financial assets and liabilities, including derivatives, securitized beneficial interests, and counterparty risk.
Reclassifications
−Removed: Certain prior period amounts have been reclassified to conform to the current year presentation in the restructuring and asset impairment charges in the consolidated statements of cash flows, and the components within inventory.
−Removed: Subsequent to the issuance of the fiscal year ended March 31, 2019 financial statements, management identified a classification error of an additional investment in consolidated affiliates in the consolidated statements of cash flows.
−Removed: During the fiscal year ended March 31, 2020, the Company restated its consolidated statements of cash flows to correct the misclassification.
−Removed: The misclassification resulted in an understatement of net cash provided by investing activities and an understatement of net cash used by financing activities of $ 13,470 in the consolidated statement of cash flows related to additional investments in consolidated affiliates.
−Removed: This restatement did not affect the consolidated balance sheets, consolidated statements of operations, or consolidated statements of stockholder's equity for any period.
+Added: Certain prior period amounts have been reclassified to conform to the current year presentation in the consolidated statements of cash flows.
Segment Information
−Removed: The Company's operations are managed and reported in ten operating segments that are organized by product category and geographic area and aggregated into three reportable segments for financial reporting purposes:
+Added: As a result of the deconsolidation of the Canadian Cannabis Subsidiaries, as of March 31, 2021, t he Company's operations are managed and reported in nine operating segments that are organized by product category and geographic area and aggregated into three reportable segments for financial reporting purposes:
Leaf - North America, Leaf - Other Regions, and Other Products and Services.
In reviewing operations, the Company concluded that the economic characteristics of Leaf - North America operations were dissimilar from the other Leaf geographic operating segments in Africa, Asia, Europe, and South America, which have been consolidated into one reportable segment, "Leaf - Other Regions".
−Removed: The five other operating segments are aggregated into the "Other Products and Services" reportable segment as they do not meet the quantitative thresholds to be individually reportable.
+Added: The four other operating segments are aggregated into the "Other Products and Services" reportable segment as they do not meet the quantitative thresholds to be individually reportable.
+Added: The Other Products and Services segment included, for periods prior to the Order Date, the Canadian Cannabis Subsidiaries.
These segment groupings are consistent with information used by the chief operating decision maker to assess performance and allocate resources.
4 unchanged sentences
Leaf - Other Regions sells a small amount of processed but un-threshed flue-cured and burley tobacco in loose-leaf and bundle form to certain customers.
−Removed: • Other Products and Services primarily consists of cannabis and e-liquid products.
−Removed: Cannabis was legalized for adult use in Canada on October 17, 2018.
−Removed: The cannabis products of the Company's Canadian subsidiaries are sold primarily to municipally-owned retailers in the provinces of Prince Edward Island, Ontario, New Brunswick, and Nova Scotia in the Canadian market.
−Removed: E-liquids products are sold through retailers and directly to consumers via e-commerce platforms and other distribution channels.
+Added: • Other Products and Services primarily consists of e-liquid products and industrial hemp and included, for periods prior to the Order Date, the Canadian Cannabis Subsidiaries.
+Added: E-liquids and industrial hemp products are sold through retailers and directly to consumers via e-commerce platforms and other distribution channels.
+Added: The Canadian Cannabis
+Added: Subsidiaries collectively operate businesses, under licenses issued by Health Canada, for the production and sale of cannabis products to retailers in Canada.
The Company evaluates the operating performance of its segments based upon information included in management reports.
11 unchanged sentences
Contract costs primarily include labor, material, shipping and handling, and overhead expenses.
−Removed: Assets Recognized from the Costs to Obtain a Contract with a Customer
−Removed: The Company records product and supply contract intangible assets for the incremental costs of obtaining a contract with a customer if the Company expects the benefit of those costs to be longer than one year, and if such costs are material.
−Removed: The Company applies a practical expedient to expense costs as incurred for costs to obtain a contract when the amortization period would have been one year or less.
−Removed: Capitalized costs to obtain a contract are classified as other intangible assets, net in the consolidated balance sheets.
Contract Balances
1 unchanged sentence
Payment terms and conditions vary by contract, although terms generally include a requirement of payment within 30 to 60 days.
−Removed: The Company applied a practical expedient not to adjust the transaction price for the effects of financing components when the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service is one year or less.
−Removed: As a result, where the timing of revenue recognition differs from the timing of payment, the Company determined its contracts do not include a significant financing component.
−Removed: The allowance for doubtful accounts reflects the Company’s best estimate of probable losses inherent in the trade receivables, net balance.
−Removed: The Company determines the allowance based on historical experience and other currently available information.
−Removed: The provision for doubtful accounts is recorded in selling, general, and administrative expenses in the statements of consolidated operations.
+Added: The Company's trade receivables do not bear interest, and they are recorded at the invoiced amount less an estimated allowance for expected credit losses.
+Added: In addition to estimating an allowance based on specific identification of certain receivables that have a higher probability of not being paid, the Company also records an estimate for expected credit losses for the remaining receivables in the aggregate using a loss-rate method that considers historical bad debts, age of customer receivable balances, and current customer receivable balances.
+Added: Additionally, the Company considers future reasonable and supportable forecasts of economic conditions to adjust historical loss rate percentages as necessary.
+Added: Balances are written-off when determined to be uncollectible.
+Added: T he provision for expected credit losses is recorded in selling, general, and administrative expenses in the consolidated statements of operations.
Significant Judgments
12 unchanged sentences
Shipping and handling fees that are billed to customers are recognized in sales and other operating revenues and the associated shipping and handling costs are recognized in cost of goods and services sold in the statements of consolidated operations.
+Added: The Company uses the asset and liability method to account for income taxes.
+Added: The objective of the asset and liability method is to establish deferred tax assets and liabilities for the temporary differences between the financial reporting basis and the income tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled.
+Added: The Company’s annual tax rate is based on its income, statutory tax rates, and tax planning opportunities available in the various jurisdictions in which it operates.
+Added: Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities.
+Added: Significant judgment is required in determining tax expense and in evaluating tax positions, including evaluating uncertainties.
+Added: The Company reviews its tax positions quarterly and adjusts the balances as new information becomes available.
+Added: Deferred income tax assets represent amounts available to reduce income taxes payable on taxable income in future years.
+Added: Such assets arise because of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as from net operating loss and tax credit carryforwards.
+Added: The Company evaluates the recoverability of these future tax deductions by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings, and available tax planning strategies.
+Added: As these sources of income inherently rely on estimates, the Company uses historical experience and short and long-range business forecasts to provide insight.
+Added: The Company believes it is more likely than not that a portion of the deferred income tax assets may expire as unused and has established a valuation allowance against them.
+Added: Although realization is not assured for the remaining deferred income tax assets, the Company believes it is more likely than not such remaining deferred tax assets will be fully recoverable within the applicable statutory expiration periods.
+Added: However, deferred tax assets could be reduced in the near term if estimates of taxable income are significantly reduced or available tax planning strategies are no longer viable.
+Added: The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense.
Cash and Cash Equivalents
12 unchanged sentences
LCM and obsolescence inventory write-downs are recorded in cost of goods and services sold within the consolidated statements of operations.
−Removed: Advances to Suppliers, Net
−Removed: The Company purchases seeds, fertilizer, pesticides, and other products related to growing tobacco and advances them to farmers to assist in crop production.
−Removed: These seasonal advances are short term, represent prepaid inventory, and are recorded as advances to suppliers.
+Added: Advances to Tobacco Suppliers, Net
+Added: The Company purchases seeds, fertilizer, pesticides, and other products related to growing tobacco and advances them to tobacco suppliers to assist in crop production.
+Added: These seasonal advances are short term, represent prepaid inventory, and are recorded as advances to tobacco suppliers.
Upon delivery of tobacco, part of the purchase price to the supplier is paid in cash and part through a reduction of the advance balance.
The advances applied to the delivery are reclassified from advances to unprocessed inventory.
−Removed: The Company also has noncurrent advances, which generally represent the cost of advances to farmers for infrastructure, such as curing barns, recovered through the delivery of tobacco to the Company by the suppliers.
−Removed: Suppliers may not be able to settle the entire amount of advances due in a given year.
−Removed: In these situations, the Company may allow the suppliers to deliver tobacco over future crop years to recover its advances.
−Removed: Noncurrent advances to suppliers are recorded in other noncurrent assets in the consolidated balance sheets.
−Removed: The Company accounts for its advances to suppliers using a cost accumulation model, which reports advances at the lower of cost or recoverable amounts exclusive of the mark-up and interest.
+Added: The Company also has noncurrent advances, which generally represent the cost of advances to tobacco suppliers for infrastructure, such as curing barns, recovered through the delivery of tobacco to the Company by the tobacco suppliers.
+Added: Tobacco suppliers may not be able to settle the entire amount of advances due in a given year.
+Added: In these situations, the Company may allow the farmers to deliver tobacco over future crop years to recover its advances.
+Added: Noncurrent advances to tobacco suppliers are recorded in other noncurrent assets in the consolidated balance sheets.
+Added: The Company accounts for its advances to tobacco suppliers using a cost accumulation model, which reports advances at the lower of cost or recoverable amounts exclusive of the mark-up and interest.
The mark-up and interest on its advances are recognized upon delivery of tobacco as a decrease in the cost of the current crop.
2 unchanged sentences
Goodwill and Other Intangible Assets
−Removed: Goodwill represents the excess of purchase price over fair value of net assets acquired and is allocated to the appropriate reporting unit when acquired.
+Added: The Company's goodwill was primarily recorded upon emergence from the Chapter 11 Cases in accordance with ASC 852.
+Added: Goodwill represents the excess of reorganization value over fair value of identified assets and liabilities allocated to the appropriate each reporting unit.
A reporting unit is an operating segment, or one level below an operating segment, referred to as a component.
−Removed: The components within the Company’s operating segments are aggregated into ten reporting units due to their similar economic characteristics.
+Added: The components within the Company’s operating segments are aggregated into nine reporting units due to their similar economic characteristics.
Goodwill is not subject to amortization and is tested for impairment annually, on the first day of the fourth quarter of the fiscal year, or whenever events and circumstances indicate that impairment may have occurred.
−Removed: The Company utilized a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
−Removed: In performing the Company’s quantitative assessments, the Company utilized the discounted cash flow (“DCF”) method of the income approach.
−Removed: The future cash flows of the Company’s reporting units were projected based on estimates of future revenues, gross margins, operating income, excess net working capital, capital
−Removed: expenditures, and other factors.
−Removed: The Company utilized estimated revenue growth rates and cash flow projections.
−Removed: The discount rates utilized in the DCF method were based on a weighted-average cost of capital ("WACC") determined from relevant market comparisons and adjusted for specific reporting unit risks, country risk premiums, and capital structure.
−Removed: A terminal value estimated growth rate was applied to the final year of the projected period and reflected the Company’s estimate of perpetual growth.
−Removed: The Company then calculated a present value of the respective cash flows for each reporting unit to arrive at an estimate of fair value under the income approach.
−Removed: The Company then reconciled the estimated fair value of its reporting units to its total public market capitalization as of the valuation date.
−Removed: An implied control premium was calculated based on the Company’s stock price as of the valuation date and compared to control premiums paid in recent industry transactions for reasonableness.
−Removed: The carrying amount of goodwill exceeded its fair value.
−Removed: As a result, the Company recorded an impairment charge.
+Added: The Company utilizes a qualitative assessment to evaluate whether it is more likely than not that the estimated fair value of a reporting unit is less than its carrying value.
+Added: If the Company's qualitative assessment indicates that it is more likely than not that the estimated fair value of a reporting unit exceeds its carrying value, no further analysis is performed.
+Added: Otherwise, the Company performs a quantitative assessment using the discounted cash flow (“DCF”) method of the income approach.
+Added: The future cash flows of the Company’s reporting units are projected based on estimates of future revenues, gross margins, operating income, excess net working capital, capital expenditures, and other factors.
+Added: The Company utilizes estimated revenue growth rates and cash flow projections.
+Added: The discount rates utilized in the DCF method are based on a weighted-average cost of capital determined from relevant market comparisons and adjusted for specific reporting unit risks, country risk premiums, and capital structure.
+Added: A terminal value estimated growth rate is applied to the final year of the projected period and reflects the Company’s estimate of perpetual growth.
+Added: The Company then calculates a present value of the respective cash flows for each reporting unit to arrive at an estimate of fair value under the income approach.
The Company has intangible assets with definite useful lives.
These intangible assets are assessed annually and tested for impairment whenever factors indicate that the carrying amount may not be recoverable.
−Removed: Production and supply contracts are amortized based on the expected realization of the benefit over the term of the contracts ranging from three to five years .
−Removed: The trade name, customer relationship, and license intangibles are amortized on a straight-line basis over eight , eight to twenty years , and five to twenty years , respectively.
+Added: The trade name, customer relationship, technology, and license intangibles are amortized on a straight-line basis over twenty , eight to twenty years , fifteen , and five to twenty years , respectively.
The amortization period is the term of the contract or, if no term is specified in the contract, management’s best estimate of the useful life based on past experience.
−Removed: Internally developed software is amortized on a straight-line basis over three to five years once the software testing is complete.
+Added: Technology includes internally developed software, which is amortized on a straight-line basis over three to five years once the software testing is complete.
Events and changes in circumstance may either result in a revision in the estimated useful life or impairment of an intangible.
−Removed: Amortization expense associated with finite-lived intangible assets is recorded in selling, general, and administrative expenses in the consolidated statements of operations, except for production and supply contracts which is recorded against the associated revenues.
+Added: Amortization expense associated with finite-lived intangible assets is recorded in selling, general, and administrative expenses in the consolidated statements of operations.
The Company has operating leases for land, buildings, automobiles, and other equipment that expire at various dates through 2040.
9 unchanged sentences
Property, plant, and equipment is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets.
−Removed: Buildings are depreciated over a range of 20 to 30 years.
−Removed: Machinery and equipment are depreciated over a range of three to ten years .
+Added: Buildings are depreciated over a range of nine to forty years .
+Added: Machinery and equipment are depreciated over a range of two to nineteen years .
Repairs and maintenance costs are expensed as incurred.
The cost of major improvements are capitalized.
−Removed: Upon sale or disposition of an asset, the cost and related accumulated depreciation are removed from the balance sheet accounts and the resulting gain or loss is included in other income, net in the consolidated statements of operations.
+Added: Upon sale or disposition of an asset, the cost and related accumulated depreciation are removed from the balance sheet accounts and the resulting gain or loss is included in other income (expense), net in the consolidated statements of operations.
Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
−Removed: The evaluation is performed at the lowest level of identifiable cash flows at which the asset could be bought or sold in a current transaction between willing parties and may be estimated using a number of techniques, including quoted market prices or valuations, present value techniques based on estimates of cash flows, or multiples of earnings or revenue performance measures.
−Removed: Capitalized Interest
−Removed: Interest is capitalized on significant construction in progress using the weighted average interest rate during the capitalization period.
+Added: The evaluation is performed at the lowest level of identifiable cash flows at which the asset could be
+Added: bought or sold in a current transaction between willing parties and may be estimated using a number of techniques, including quoted market prices or valuations, present value techniques based on estimates of cash flows, or multiples of earnings or revenue performance measures.
The Company's guarantees are primarily related to bank loans to suppliers for crop production financing.
9 unchanged sentences
Rural credit financing repayment is due to local banks based on contractual due dates.
−Removed: The Company uses the asset and liability method to account for income taxes.
−Removed: The objective of the asset and liability method is to establish deferred tax assets and liabilities for the temporary differences between the financial reporting basis and the income tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled.
−Removed: The Company’s annual tax rate is based on its income, statutory tax rates, and tax planning opportunities available in the various jurisdictions in which it operates.
−Removed: Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities.
−Removed: Significant judgment is required in determining tax expense and in evaluating tax positions, including evaluating uncertainties.
−Removed: The Company reviews its tax positions quarterly and adjusts the balances as new information becomes available.
−Removed: Deferred income tax assets represent amounts available to reduce income taxes payable on taxable income in future years.
−Removed: Such assets arise because of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as from net operating loss and tax credit carryforwards.
−Removed: The Company evaluates the recoverability of these future tax deductions by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings, and available tax planning strategies.
−Removed: As these sources of income inherently rely on estimates, the Company uses historical experience and short and long-range business forecasts to provide insight.
−Removed: The Company believes it is more likely than not that a majority of the deferred income tax assets may not be realized and has established a valuation allowance against those deferred income assets.
−Removed: Although expiration is not assured for the deferred income tax assets, we believe it is more likely than not that the deferred tax assets will fully expire within the applicable statutory expiration periods.
−Removed: However, deferred tax assets could become realizable in the near term if our overall capital structure is improved.
−Removed: The Company believes it is more likely than not the remaining deferred tax assets will be fully recoverable within the applicable statutory expiration periods.
+Added: Derivative Financial Instruments
+Added: The Company uses forward or option currency contracts to manage risks associated with foreign currency exchange rates on foreign operations.
+Added: These contracts are for green tobacco purchases, processing costs, and selling, general, and administrative expenses.
+Added: The Company does not hold derivatives contracts for speculative or trading purposes.
+Added: Derivative financial instruments are recorded in other current assets and other current liabilities in the consolidated balance sheets and are measured at fair value.
+Added: Changes in fair value are recognized in earnings, unless the derivative is designated and qualifies to be in a hedge accounting relationship.
+Added: For derivatives designated in a hedge accounting relationship, the Company evaluates hedge effectiveness at inception and on an ongoing basis.
+Added: If a hedge relationship is no longer expected to be effective, the derivative in that relationship is de-designated and hedge accounting is discontinued.
+Added: Changes in fair value of foreign currency derivatives designated in cash flow hedging relationships are recorded in accumulated other comprehensive loss in the consolidated balance sheets and reclassified to earnings when the hedged item affects earnings.
+Added: Cash flows from derivatives are classified in the consolidated statements of cash flows in the same category as the cash flows from the underlying hedged items.
+Added: The Company has elected not to offset fair value amounts recognized for derivative instruments with the same counterparty under a master netting agreement.
Pension and Other Postretirement Benefits
4 unchanged sentences
The Company also maintains various other excess benefit and supplemental plans that provide additional benefits to certain individuals in key positions and individuals whose compensation and the resulting benefits that would have actually been paid are limited by regulations imposed by the Internal Revenue Code.
−Removed: In addition, a Supplemental Retirement Account Plan ("SRAP") defined contribution plan is maintained.
+Added: In addition, a Supplemental Retirement Account Plan defined contribution plan is maintained.
Additional non-U.S.
38 unchanged sentences
These investments are valued using inputs such as trading multiples of comparable public securities, merger and acquisition activity and pricing data from the most recent equity financing taking into consideration illiquidity, and are classified within Level 3 in the fair value hierarchy.
−Removed: investments with absolute return strategies are publicly traded and valued using quoted market prices and are generally classified within Level 1 in the fair value hierarchy.
+Added: Mutual fund investments with absolute return strategies are publicly traded and valued using quoted market prices and are generally classified within Level 1 in the fair value hierarchy.
Foreign Currency Translation and Remeasurement
The Company translates assets and liabilities of its foreign subsidiaries from their respective functional currencies to USD using exchange rates in effect at period end, except for non-monetary balance sheet accounts, which are translated at historical exchange rates.
−Removed: The Company's results of operations and its cash flows are translated using average exchange rates for each reporting period.
+Added: The Company's results of operations and its cash flows are translated using average exchange rates for each
+Added: reporting period.
Resulting currency translation adjustments are reflected as a separate component of accumulated other comprehensive loss in the consolidated balance sheets.
1 unchanged sentence
The remeasurement of local currencies into USD results in remeasurement adjustments that are included in net income.
−Removed: Exchange gains (losses) from remeasurement are recorded in cost of goods and services sold and other income, net within the consolidated statements of operations.
+Added: Exchange gains (losses) from remeasurement are recorded in cost of goods and services sold and other income (expense), net within the consolidated statements of operations.
Securitized Receivables
−Removed: The Company sold trade receivables to unaffiliated financial institutions under three accounts receivable securitization facilities.
+Added: The Company sold trade receivables to unaffiliated financial institutions under two accounts receivable securitization facilities.
Under the facilities, the receivables sold for cash are removed from the consolidated balance sheets.
3 unchanged sentences
The deferred purchase price receivables are included in trade and other receivables, net in the consolidated balance sheets and are valued using unobservable inputs (i.e., Level three inputs), primarily discounted cash flow.
−Removed: On April 1, 2018, the Company adopted ASU No.
−Removed: 2016-15 and in accordance with this guidance, the net cash proceeds received by the Company as deferred purchase price are included in net cash provided by investing activities in the statements of consolidated cash flows.
+Added: The net cash proceeds received by the Company as deferred purchase price are included in net cash provided by investing activities in the statements of consolidated cash flows.
Additionally, cash obtained as a beneficial interest for transferring trade receivables in a securitization transaction has been added as a noncash disclosure to the statements of consolidated cash flows.
−Removed: The difference between the carrying amount of the receivables sold under these facilities and the sum of the cash and fair value of the other assets received at the time of transfer is recognized as a loss on sale of the related receivables and recorded in other income, net in the statements of consolidated operations.
−Removed: Program costs are recorded in other income, net in the statements of consolidated operations.
+Added: The difference between the carrying amount of the receivables sold under these facilities and the sum of the cash and fair value of the other assets received at the time of transfer is recognized as a loss on sale of the related receivables and recorded in other income (expense), net in the statements of consolidated operations.
+Added: Program costs are recorded in other income (expense), net in the statements of consolidated operations.
Stock-Based Compensation
−Removed: The Company’s shareholders approved the 2016 Incentive Plan (the “2016 Plan”) at its Annual Meeting of Shareholders on August 12, 2016.
+Added: Prior to the Company’s emergence from the Chapter 11 Cases, Old Pyxus’ shareholders approved the 2016 Incentive Plan (the “2016 Plan”) at its Annual Meeting of Shareholders on August 12, 2016.
The 2016 Plan is the successor to the 2007 Incentive Plan (the “2007 Plan”), which was amended on August 11, 2011 and August 6, 2009.
−Removed: The 2016 Plan is an omnibus plan that provides the Company the flexibility to grant a variety of stock-based awards including stock options, restricted stock, restricted stock units, performance-based restricted stock units, and cash-settled awards to its officers, directors, and employees.
+Added: The 2016 Plan is an omnibus plan that provided the Company the flexibility to grant a variety of stock-based awards including stock options, restricted stock, restricted stock units, performance-based restricted stock units, and cash-settled awards to its officers, directors, and employees.
+Added: The Company estimated forfeitures of stock-based awards using historical experience.
+Added: Stock-based compensation expense was included in selling, general, and administrative expenses in the statements of consolidated operations.
+Added: Subsequent to the Company’s emergence from the Chapter 11 Cases, the Company’s Board of Directors adopted the 2020 Incentive Plan (the “2020 Plan”) on November 18, 2020.
+Added: The 2020 Plan provides the Company the flexibility to grant a variety of stock-based awards including stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance share awards, and incentive awards to its officers, directors, and employees.
For stock-based awards without performance conditions, the Company recognizes stock-based compensation cost on a straight-line basis over the vesting period of the award.
2 unchanged sentences
Stock-based compensation expense is included in selling, general, and administrative expenses in the statements of consolidated operations.
−Removed: Restricted Stock Awards
−Removed: Restricted stock is a form of common stock that is fully vested on the grant date, is nontransferable, and is not forfeitable, unless certain conditions are satisfied.
−Removed: The fair value of restricted shares is determined using the quoted market value of the Company’s stock on the grant date and is recognized as compensation cost on the grant date.
−Removed: Restricted Stock Units
−Removed: Restricted stock units differ from restricted stock in that zero shares are issued until restrictions lapse.
−Removed: Certain restricted stock units vest ratably over a three-year period and others vest 50 % in the first year and 25 % in each of the second and third years.
−Removed: The fair value of the restricted stock units is determined using the quoted market value of the Company’s stock on grant date and is recognized as compensation cost over the vesting period.
−Removed: Derivative Financial Instruments
−Removed: The Company uses forward or option currency contracts to manage risks associated with foreign currency exchange rates on foreign operations.
−Removed: These contracts are for green tobacco purchases, processing costs, and selling, general, and administrative expenses.
−Removed: The Company does not hold derivatives contracts for speculative or trading purposes.
−Removed: Derivative financial instruments are recorded in other current assets and other current liabilities in the consolidated balance sheets and are measured at fair value.
−Removed: Changes in fair value are recognized in earnings, unless the derivative is designated and qualifies to be in a hedge accounting relationship.
−Removed: For derivatives designated in a hedge accounting relationship, the Company evaluates hedge effectiveness at inception and on an ongoing basis.
−Removed: If a hedge relationship is no longer expected to be effective, the derivative in that relationship is de-designated and hedge accounting is discontinued.
−Removed: Changes in fair value of foreign currency derivatives designated in cash flow hedging relationships are recorded in accumulated other comprehensive loss in the consolidated balance sheets and reclassified to earnings when the hedged item affects earnings.
−Removed: Cash flows from derivatives are classified in the consolidated statements of cash flows in the same category as the cash flows from the underlying hedged items.
−Removed: The Company has elected not to offset fair value amounts recognized for derivative instruments with the same counterparty under a master netting agreement.
New Accounting Standards
Recently Adopted Accounting Pronouncements
−Removed: In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.
−Removed: 2016-02, Leases (Topic 842) .
−Removed: Under this guidance, a lessee recognizes assets and liabilities on its balance sheet for most leases, and retains a dual model approach for assessing lease classification and recognizing expense.
−Removed: This guidance requires enhanced disclosures regarding the amount, timing, and uncertainty of cash flows arising from leasing arrangements.
−Removed: The FASB subsequently issued updates to provide clarification on specific topics, including adoption guidance, practical expedients, and interim transition disclosure requirements.
−Removed: The Company adopted this guidance during the first quarter beginning April 1, 2019 under the modified retrospective approach, which does not require adjustments to comparative periods or require modified disclosures for those comparative periods.
−Removed: The guidance provides a number of optional practical expedients in transition.
−Removed: The Company elected the package of transition practical expedients.
−Removed: The Company implemented changes to its accounting policies, systems, and controls to align with the new guidance.
−Removed: There is a material impact in the consolidated balance sheets from applying this guidance, which resulted in the recognition of new right-of-use assets of $ 43,900 and lease liabilities of $ 42,064 as of April 1, 2019 associated with the Company’s operating leases.
−Removed: The impact on the results of operations, cash flows, and existing debt covenants is not material.
−Removed: The adoption of this guidance requires enhanced disclosures regarding the amount, timing, and uncertainty of cash flows arising from lease arrangements.
−Removed: In January 2017, the FASB issued ASU No.
−Removed: 2017-04, Intangibles-Goodwill and Other (Topic 350):
−Removed: Simplifying the Test for Goodwill Impairment .
−Removed: ASU 2017-04 simplifies the test for goodwill impairment as it eliminates step two of the goodwill impairment test by no longer requiring an entity to compare the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill.
−Removed: Under this new standard, goodwill impairment is measured as the excess of the reporting unit's carrying value over fair value, limited to the amount of goodwill.
−Removed: The Company will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is needed.
−Removed: This guidance has been early adopted by the Company as of December 31, 2019 on a prospective basis.
−Removed: The adoption of this new accounting standard did not have a material impact on the Company's financial condition, results of operations, or cash flows.
−Removed: Recent Accounting Pronouncements Not Yet Adopted
−Removed: In June 2016, the FASB issued ASU No.
+Added: In June 2016, the FASB issued Accounting Standards Update ("ASU") No.
2016-13, Financial Instruments-Credit Losses (Topic 326):
Measurement of Credit Losses on Financial Instruments .
−Removed: ASU 2016-13 and its related amendments are intended to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date.
+Added: ASU 2016-13 and its related amendments are intended to provide financial statement users with more decision-useful information about the expected credit losses on financial assets held at amortized cost and other commitments to extend credit held by a reporting entity at each reporting date.
Based on the Company's scoping assessment, ASU 2016-13 primarily impacts trade receivables.
5 unchanged sentences
ASU 2018-14 updates disclosure requirements for defined benefit plans.
−Removed: This guidance will be adopted by the Company as of April 1, 2020 using a retrospective approach.
−Removed: The Company does not expect the new accounting standard to have a material impact on the Company's financial condition, results of operations, or cash flows.
+Added: This guidance was adopted using a retrospective approach and was effective beginning in the first quarter of fiscal year 2021.
+Added: This new accounting standard did not have a material impact on the Company's financial condition, results of operations, or cash flows.
+Added: Recent Accounting Pronouncements Not Yet Adopted
In December 2019, the FASB issued ASU No.
2019-12, Simplifying the Accounting for Income Taxes .
−Removed: ASU 2019-12 eliminates certain exceptions related to the approach for intraperiod tax allocations, the methodology for calculating income taxes during interim periods when there are changes in tax laws or when year-to-date losses exceed anticipated losses, and the recognition of deferred tax liabilities for outside basis differences in foreign investments.
+Added: ASU 2019-12 eliminates certain exceptions related to the approach for intra-period tax allocations, the methodology for calculating income taxes during interim periods when there are changes in tax laws or when year-to-date losses exceed anticipated losses, and the recognition of deferred tax liabilities for outside basis differences in foreign investments.
This guidance also simplifies aspects of the accounting for franchise taxes that are partially based on income, separate financial statements of legal entities not subject to tax, and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill.
The guidance is effective for the Company on April 1, 2021, with early adoption permitted.
−Removed: The Company is currently evaluating the impact that this new accounting standard will have on its consolidated financial statements and related disclosures.
+Added: This new accounting standard will not have a material impact on the Company's consolidated financial statements and related disclosures.
+Added: Emergence from Voluntary Reorganization under Chapter 11
+Added: Bankruptcy Proceedings
+Added: On June 15, 2020, the Debtors filed voluntary petitions under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court for the District of Delaware to implement a prepackaged Chapter 11 plan of reorganization in order to effectuate a financial restructuring of the Debtors’ debt.
+Added: On August 21, 2020, the Bankruptcy Court entered the Confirmation Order pursuant to the Bankruptcy Code, which approved and confirmed the Amended Joint Prepackaged Chapter 11 Plan of Reorganization of Pyxus International, Inc.
+Added: and Its Affiliated Debtors.
+Added: Summary Features of the Plan of Reorganization
+Added: On August 24, 2020 (the “Effective Date”), the Plan became effective in accordance with its terms, and the Debtors emerged from the Chapter 11 Cases.
+Added: In connection with the satisfaction of the conditions to effectiveness as set forth in the Confirmation Order and the Plan, Old Pyxus completed a series of transactions pursuant to which the business assets and operations of Old Pyxus were vested in a new Virginia corporation, Pyxus Holdings, Inc.
+Added: (“Pyxus Holdings”), which is a subsidiary of the Company.
+Added: Under the Plan, all suppliers, vendors, employees, trade partners, foreign lenders, and landlords were unimpaired and were to be satisfied in full in the ordinary course of business, and the existing trade and customer contracts and terms of Old Pyxus were to be maintained by the Company and its subsidiaries.
+Added: Commencing upon the Effective Date, the Company, through its subsidiaries, continued to operate the Old Pyxus business in the ordinary course.
+Added: Old Pyxus, which retained no assets, has commenced a dissolution process and is being wound down.
+Added: Treatment of Claims and Interests
+Added: The Plan treated claims against and interest in Old Pyxus upon the effectiveness of the Plan as follows:
+Added: • Other Secured Claims (as defined in the Plan) were either (i) paid in full in cash, (ii) satisfied by delivery of collateral securing any such Claim (as defined in the Plan) and payment of any required interest, or (iii) reinstated.
+Added: • Other Priority Claims (as defined in the Plan) were paid in full in cash.
+Added: • Holders of First Lien Notes Claims (as defined in the Plan) received (i) payment in full in cash of all accrued and unpaid interest on such First Lien Notes, and (ii) the Notes (as defined below).
+Added: • Holders (as defined in the Plan) of Second Lien Notes Claims (as defined in the Plan) received, at the Holder’s election, (i) their pro rata share of the Company's common stock distributed in connection with the effectiveness of the Plan or (ii) cash equal to 2.00 % of the principal amount of all Second Lien Notes beneficially owned by such Holder.
+Added: • Lenders under Foreign Credit Lines (as defined in the Plan) were paid in the ordinary course of business in accordance with the terms of the relevant agreement.
+Added: • General Unsecured Claims (as defined in the Plan) were paid in the ordinary course of business.
+Added: • The existing common stock, and rights to acquire common stock, of Old Pyxus was discharged, cancelled, released, and extinguished and of no further force or effect.
+Added: Third Party Releases
+Added: Upon the effectiveness of the Plan, certain Holders of Claims and Interests (as such terms are defined in the Plan) with respect to the Debtors, except as otherwise specified in the Plan or Confirmation Order, were deemed to release and discharge the Released Parties (as defined in the Plan) from certain claims, obligations, rights, suits, damages, causes of action and liabilities in connection with the Chapter 11 Cases.
+Added: Transactions in Connection with Emergence
+Added: As contemplated by the Plan, certain transactions were effected on or prior to the effectiveness of the Plan, including the following:
+Added: • Three new Virginia corporations (i.e., the Company (then known as “Pyxus One, Inc.”), Pyxus Parent, Inc.
+Added: and Pyxus Holdings) were organized.
+Added: • Pyxus Parent, Inc.
+Added: issued all of its equity i nterests to the Company in exchange for 25,000 shares of common stock, no par value, of the Company (such common stock is referred to as “New Common Stock” and the 25,000 shares of which are referred to as the “Equity Consideration”).
+Added: Pyxus Holdings then issued all of its equity interests to Pyxus Parent, Inc.
+Added: in exchange for the Equity Consideration.
+Added: • Pyxus Holdings entered into the ABL Credit Agreement (as defined below) to borrow cash under the ABL Credit Facility (as defined below) which together with cash on-hand was sufficient to fund (1) the distributions to holders of Allowed Second Lien Notes Claims (as defined in the Plan) that elected to take the Second Lien Notes Cash Option (as defined in the Plan) and (2) the Existing Equity Cash Pool (as defined in the Plan) (collectively such amount of cash is referred to as the “Cash Con sideration”).
+Added: • Pursuant to an Asset Purchase Agreement, Old Pyxus transferred to Pyxus Holdings all of its assets (including by assuming and assigning all of Old Pyxus’ Executory Contracts and Unexpired Leases (as such terms are defined in the Plan) to Pyxus Holdings in accordance with the Plan, other than those Executory Contracts and Unexpired Leases that were rejected) and Pyxus Holdings assumed all of Old Pyxus’ obligations that are not discharged under the Plan (including all of Old Pyxus’ obligations to satisfy Allowed Administrative Claims, Allowed Professional Fee Claims, Allowed Other Secured Claims, Allowed Other Priority Claims, Allowed Foreign Credit Line Claims, Allowed General Unsecured Claims, Allowed Debtor Intercompany Claims, and Allowed Debtor Intercompany Claims as set forth in the Plan (as such terms are defined in the Plan)) in exchange for (i) Pyxus Holdings transferring the Equity Consideration to Old Pyxus, (ii) Pyxus Holdings transferring the Cash Consideration to Old Pyxus, (iii) Pyxus Holdings issuing the Notes (as defined below) under the Indenture (as defined below) which, on behalf of Old Pyxus, was issued to the Holders of Allowed First Lien Notes Claims (as defined in the Plan) as set forth in the Plan, and (iv) Pyxus Holdings issuing the Term Loans (as defined below) under the Term Loan Credit Facility (as defined below) which, on behalf of Old Pyxus, was issued to the holders of the DIP Facility Claims (as defined in the Plan) as set forth in the Plan.
+Added: In addition to the transfer of assets to Pyxus Holdings, Pyxus Holdings made an offer of employment to all employees of Old Pyxus and all such employees became employed by Pyxus Holdings, or a designated subsidiary, upon the effectiveness of the Plan on the same terms and conditions existing immediately prior to the effectiveness of the Plan.
+Added: • The Company and Pyxus Parent, Inc., along with each applicable subsidiary of the Company, guaranteed the Notes, the Term Loan Credit Facility, and the ABL Credit Facility.
+Added: • Old Pyxus provided for the distribution of (i) the Notes to the Holders of Allowed First Lien Notes Claims pursuant to the Plan, (ii) approximately 12,500 shares of New Common Stock to Holders of Allowed Second Lien Notes Claims (as defined in the Plan) that elected to receive New Common Stock under the Second Lien Notes Stock Option (as defined in the Plan) pursuant to the Plan, (iii) cash to the Holders of Allowed Second Lien Notes Claims that elected to take or are deemed to elect to take the Second Lien Notes Cash Option (as defined in the Plan), (iv) cash to the Qualifying Holders (as defined in the Plan) of the common stock of Old Pyxus pursuant to the Plan, (v) the Term Loans under the Term Loan Credit Facility and approximately 11,100 shares of New Common Stock to the Holders of the DIP Facility Claims pursuant to the Plan, and (vi) approximately 1,400 shares of New Common Stock in satisfaction of the Second Lien Notes RSA Fee Shares (as defined in the Plan) and in satisfaction of the Backstop Fee Shares (as defined in the Plan) to the persons entitled thereto pursuant to the terms and conditions of the Restructuring Support Agreement, dated June 14, 2020, by and among Old Pyxus and certain of its creditors party thereto, which was filed as Exhibit 10.1 to the Current Report on Form 8-K of Old Pyxus filed on June 15, 2020.
+Added: • Old Pyxus changed its name to Old Holdco, Inc., and the Company changed its name to Pyxus International, Inc.
+Added: • The Company elected a Board of Directors, initially comprising J.
+Added: Pieter Sikkel, Holly Kim, and Patrick Fallon, and appointed as its officers the individuals serving as officers of Old Pyxus to the same offices held immediately prior to the effectiveness of the Old Plan.
+Added: The Company as Successor Issuer
+Added: As a result of these transactions, the Company is deemed to be the successor issuer to Old Pyxus under Rule 12g‑3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
+Added: As a result, the shares of New Common Stock were deemed to be registered under Section 12(g) of the Exchange Act and the Company was thereby deemed to be subject to the informational requirements of the Exchange Act, and the rules and regulations promulgated thereunder and, in accordance therewith, is required to file reports and other information with the Securities and Exchange Commission.
+Added: ABL Credit Facility
+Added: On the Effective Date, Pyxus Holdings entered into an Exit ABL Credit Agreement (the “ABL Credit Agreement”), dated as of August 24, 2020 by and among, amongst others, Pyxus Holdings, certain lenders party thereto and Wells Fargo Bank, National Association, as administrative agent and collateral agent to establish an asset-based revolving credit facility (the “ABL Credit Facility”).
+Added: The ABL Credit Facility may be used for revolving credit loans and letters of credit from time to time up to an initial maximum principal amount of $ 75,000 , subject to certain limitations.
+Added: The ABL Credit Facility matures on February 24, 2023, subject to potential extension on terms and conditions set forth in the ABL Credit Agreement.
+Added: Refer to “Note 20.
+Added: Debt Arrangements” for a description of the ABL Credit Agreement and the ABL Credit Facility.
+Added: Term Loan Credit Facility
+Added: On the Effective Date, Pyxus Holdings entered into an Exit Term Loan Credit Agreement (the “Term Loan Credit Agreement”), dated as of August 24, 2020 by and among, amongst others, Pyxus Holdings, certain lenders party thereto and Alter Domus (US) LLC, as administrative agent and collateral agent to establish a term loan credit facility in an aggregate principal amount of approximately $ 213,418 (the “Term Loan Credit Facility”).
+Added: The aggregate principal amount of loans outstanding under Debtors’ debtor-in-possession financing facility (the "DIP Facility”), and related fees, were converted into, or otherwise satisfied with the proceeds of, the Term Loan Credit Facility.
+Added: The loans made under the Term Loan Credit Facility (the “Term Loans”) and the Term Loan Credit Facility mature on February 24, 2025.
+Added: Re fer to “Note 20.
+Added: Debt Arrangements” for a description of the Term Loan Credit Agreement, the Term Loan Credit Facility and the Term Loans.
+Added: Senior Secured First Lien Notes
+Added: On the Effective Date, Pyxus Holdings issued approximately $ 280,844 in aggregate principal amount of its 10.00 % Senior Secured First Lien Notes due 2024 (the “Notes”) to holders of Allowed First Lien Notes Claims (as defined in the Plan) pursuant to an Indenture (the “Indenture”) dated as of the Effective Date among Pyxus Holdings, the initial guarantors party thereto, and Wilmington Trust, National Association, as trustee, and collateral agent.
+Added: The Notes mature on August 24, 2024.
+Added: Refer to “Note 20.
+Added: Debt Arrangements” for a description of the Notes and the Indenture.
+Added: Shareholders Agreement
+Added: On August 24, 2020, the Company entered into a Shareholders Agreement (the “Shareholders Agreement”), among the Company and the investors listed therein, each other beneficial owner of the Company's common stock as of the date of the Shareholder Agreement deemed to be a party thereto pursuant to the Plan and other persons that may from time to time become parties thereto (collectively, the “Investors”).
+Added: The Shareholders Agreement provides that each of Glendon Capital Management LP (together with its affiliates, the “Glendon Investor”) and Monarch Alternative Capital LP (together with its affiliates, the “Monarch Investor”) shall be entitled to nominate two individuals to serve on the seven -member Board of Directors of the Company so long as it beneficially owns at least 20 % of the outstanding shares of the Company's common stock, or one individual to serve as such a director if it beneficially owns fewer than 20 % of the outstanding shares but at least 10 % of the outstanding shares.
+Added: The Shareholders Agreement provides that the Investors shall take all necessary action to elect such nominees of each of the Glendon Investor and the Monarch Investor as directors, as well as the election of the chief executive officer of the Company as a director and other individuals qualifying as independent directors to be selected by Investors that beneficially own 5 % or more of the outstanding shares of common stock of the Company, as determined by a majority of the shares of the Company's common stock beneficially owned by such Investors.
+Added: The Shareholders Agreement provides that the chairperson of the Board of Directors of the Company is to be elected by a majority of the directors that had been nominated by the Glendon Investor (the “Glendon Directors”) and those that had been nominated by the Monarch Investor (the “Monarch Directors”), with the chairperson of such Board to be elected by the Board of Directors of the Company if the Glendon Directors and Monarch Directors are together fewer than three in number or fail to appoint a chairperson.
+Added: The Shareholders Agreement also includes provisions for the removal and replacement of the Glendon Directors at the request of the Glendon Investor and the removal and replacement of the Monarch Directors at the request of the Monarch Director, as well as provisions with respect to the calling and quorum of meetings of the Board of Directors of the Company, membership of committees of the Board of Directors of the Company, and compensation and insurance of members of the Board of Directors of the Company.
+Added: The Shareholders Agreement also provides for tag-along rights for Investors beneficially owning 1 % or more of the outstanding shares of the Company's common stock (the “ 1 % Investors”) upon the transfer by an Investor or group of Investors of 20 % or more of the outstanding shares of the Company's common stock, drag-along rights upon the transfer of shares by an Investor or group of Investors of 50 % or more of the outstanding shares of the Company's common stock, rights of first offer with respect to the transfer by an Investor, subject to certain exceptions, of 1 % or more of the outstanding shares of the Company common stock, pre-emptive rights to the 1 % Investors upon issuance of new securities by the Company, and demand and piggyback registration rights.
+Added: The Shareholders Agreement includes the agreement of the Investors not to transfer shares of common stock of the Company (i) in violation of federal and state securities laws, (ii) in a transfer that would cause the Company to be regarded as an “investment company” under the Investment Company Act of 1940, as amended, (iii) in a transfer, at any time that the
+Added: Company is not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, that would cause the number of holders of the Company's common stock to exceed specified thresholds, or (iv) in a transfer that is, to the knowledge of the transferor after reasonable inquiry, (A) to any specified competitor of the Company (B) or to a person that would become either a beneficial owner of 5 % of the outstanding common stock of the Company or a “5-percent shareholder” within the meaning of Section 382 of the Internal Revenue Code and the regulations promulgated thereunder (collectively, a “ 5 % Holder”).
+Added: The Shareholders Agreement provides that the Board of Directors may waive these restrictions, provided that any waiver of the restriction with respect to a person that would become a 5 % Holder upon such transfer may be waived only if the transferee enters into a joinder agreeing to be bound by the Shareholders Agreement.
+Added: Fresh Start Reporting
+Added: In connection with the emergence from Chapter 11 Cases, the Company qualified for fresh start reporting as (i) the holders of existing voting shares of the Predecessor received less than 50% of the voting shares of the Successor Company and (ii) the preliminary reorganization value of the Company's assets immediately prior to confirmation of the Plan was less than the post-petition liabilities and allowed claims.
+Added: In accordance with ASC 852, with the application of fresh start reporting, the Company allocated the preliminary reorganization value to its individual assets and liabilities based on their estimated fair values.
+Added: The Effective Date estimated fair values of certain of the Company's assets and liabilities differed materially from their recorded values as reflected on the historical balance sheets.
+Added: Reorganization Value
+Added: The reorganization value represents the fair value of the Company’s total assets before considering liabilities and is intended to approximate the amount a willing buyer would pay for the Company’s assets immediately after restructuring.
+Added: The reorganization value was derived from the enterprise value, which represents the estimated fair value of an entity’s long-term debt and equity.
+Added: As set forth in the Plan, the enterprise value (excluding cash) of the Company was estimated to be in the range of $ 1,251,000 to $ 1,524,000 with a midpoint of $ 1,388,000 .
+Added: The Company estimated its enterprise value to be $ 1,252,379 , which is near the low point of the range.
+Added: The Company believes utilizing an estimated enterprise value near the low point of the range is appropriate due to the identification of Level 1 trading activity that indicated the estimated enterprise value was near the low point of the range, the Company's performance lagging behind plan (due in part to the continued impact of the COVID-19 pandemic), and the utilization of an increased discount rate for the Other Products and Services long-term projections.
+Added: The estimated enterprise value is not necessarily indicative of actual value or financial results.
+Added: Changes in the economy or the financial markets could result in a different estimated enterprise value.
+Added: The calculated enterprise value relies on the three methodologies listed below collectively.
+Added: The actual value of the business is subject to certain uncertainties and contingencies that are difficult to predict and will fluctuate with changes in various factors affecting the financial conditions and prospects of the business.
+Added: The following reconciles the estimated enterprise value to the estimated fair value of the Successor common stock as of the Fresh Start Reporting Date:
+Added: Enterprise value, excluding cash $ 1,252,379
+Added: cash, cash equivalents, and restricted cash 117,587
+Added: fair value of debt ( 974,205 )
+Added: Fair value of Successor stockholders’ equity $ 395,761
+Added: Shares issued upon emergence 25,000
+Added: Per share value $ 15.83
+Added: The following reconciles estimated enterprise value to the reorganization value of the Successor assets to be allocated to individual assets as of the Fresh Start Reporting Date:
+Added: Enterprise value, excluding cash $ 1,252,379
+Added: cash, cash equivalents, and restricted cash 117,587
+Added: working capital liabilities 170,905
+Added: other operating liabilities 54,700
+Added: non-operating liabilities 113,954
+Added: Reorganization value of Successor assets $ 1,709,525
+Added: With the assistance of financial advisors, the Company determined the estimated enterprise value and the corresponding estimated equity value of the Successor by considering various valuation methods, including (i) discounted cash flow method, (ii) guideline public company method, and (iii) selected transaction analysis method.
+Added: In order to estimate the enterprise value using the discounted cash flow analysis approach, the Company’s estimated future cash flow projections through 2024, plus a terminal value calculated using a capitalization rate applied to normalized cash flows were discounted to an assumed present value using our estimated weighted average cost of capital ( 12 %), which represents the internal rate of return.
+Added: The identified intangible assets of $ 70,999 , which principally consisted of trade names, technology, licenses, and customer relationships, were also valued with the assistance of financial advisors and were estimated based on either the relief-from-royalty or multi-period excess earnings methods.
+Added: Significant assumptions included discount rates and certain assumptions that form the basis of the forecasted results such as revenue growth rates, margins, customer attrition, and royalty rates.
+Added: Some of these estimates are inherently uncertain and may be affected by future economic and market conditions.
+Added: Consolidated Balance Sheet
+Added: The adjustments set forth in the following consolidated balance sheet as of August 31, 2020 reflect the effects of the transactions contemplated by the Plan and executed on the Fresh Start Reporting Date (reflected in the column entitled “Reorganization Adjustments”) as well as the fair value and other required accounting adjustments resulting from the adoption of fresh start reporting (reflected in the column entitled “Fresh Start Reporting Adjustments”).
+Added: August 31, 2020
+Added: Fresh Start Reporting Adjustments
+Added: Predecessor Reorganization Adjustments As Reported at September 30, 2020 As Adjusted at December 31, 2020 Successor
+Added: Current assets
+Added: Cash and cash equivalents $ 111,427 $ ( 18,289 ) (1) $ — $ — $ 93,138
+Added: Restricted cash 2,949 21,500 (2) — — 24,449
+Added: Trade receivables, net 152,309 — — — 152,309
+Added: Other receivables 13,227 — — — 13,227
+Added: Accounts receivable, related parties 2,780 — — — 2,780
+Added: Inventories, net 861,851 — — — 861,851
+Added: Advances to tobacco suppliers, net 44,061 — — — 44,061
+Added: Recoverable income taxes 5,830 — — — 5,830
+Added: Prepaid expenses 34,350 — — — 34,350
+Added: Other current assets 15,059 — — — 15,059
+Added: Total current assets 1,243,843 3,211 — — 1,247,054
+Added: Restricted cash 389 — — — 389
+Added: Investments in unconsolidated affiliates 54,460 — 13,291 30,531 (13) 84,991
+Added: Goodwill 6,120 — 48,756 31,815 (14) 37,935
+Added: Other intangible assets, net 64,924 — 1,596 6,075 (15) 70,999
+Added: Deferred income taxes, net 125 — 9,638 7,484 (16) 7,609
+Added: Long-term recoverable income taxes 3,130 — — — 3,130
+Added: Other noncurrent assets 45,821 3,139 (3) ( 310 ) ( 310 ) (17) 48,650
+Added: Right-of-use assets 39,576 — ( 4,281 ) ( 4,281 ) (18) 35,295
+Added: Property, plant, and equipment, net 299,293 — ( 124,965 ) ( 125,820 ) (19) 173,473
+Added: Total assets $ 1,757,681 $ 6,350 $ ( 56,275 ) $ ( 54,506 ) 1,709,525
+Added: Liabilities and Stockholders’ Equity
+Added: Current liabilities
+Added: Notes payable to banks $ 461,783 $ — $ — $ — $ 461,783
+Added: DIP financing 206,700 ( 206,700 ) (4) — — —
+Added: Accounts payable 58,813 334 (5) 25 25 59,172
+Added: Accounts payable, related parties 26,125 — — — 26,125
+Added: Advances from customers 23,967 — — — 23,967
+Added: Accrued expenses and other current liabilities 113,118 ( 31,853 ) (6) ( 1,792 ) ( 1,792 ) (20) 79,473
+Added: Income taxes payable 8,319 — — — 8,319
+Added: Operating leases payable 11,083 — ( 992 ) ( 992 ) (21) 10,091
+Added: Current portion of long-term debt 90 — — — 90
+Added: Total current liabilities 909,998 ( 238,219 ) ( 2,759 ) ( 2,759 ) 669,020
+Added: Long-term taxes payable 7,623 — — — 7,623
+Added: Long-term debt 277,090 250,546 (7) ( 15,304 ) ( 15,304 ) (22) 512,332
+Added: Deferred income taxes 20,749 91 (8) ( 10,070 ) ( 7,742 ) (23) 13,098
+Added: Liability for unrecognized tax benefits 13,420 — — — 13,420
+Added: Long-term leases 25,728 — ( 2,263 ) ( 2,263 ) (21) 23,465
+Added: Pension, postretirement, and other long-term liabilities 71,898 — 3,467 3,467 (24) 75,365
+Added: Total liabilities not subject to compromise 1,326,506 12,418 ( 26,929 ) ( 24,601 ) 1,314,323
+Added: Liabilities subject to compromise
+Added: Debt subject to compromise 635,686 ( 635,686 ) (9) — — —
+Added: Accrued interest on debt subject to compromise 26,156 ( 26,156 ) (9) — — —
+Added: Total liabilities subject to compromise 661,842 ( 661,842 ) — — —
+Added: Total liabilities 1,988,348 ( 649,424 ) ( 26,929 ) ( 24,601 ) 1,314,323
+Added: Stockholders’ equity
+Added: Common Stock— no par value:
+Added: Predecessor common stock (shares) 9,976 ( 9,976 ) — — —
+Added: Successor common stock (shares) — 25,000 — — 25,000
+Added: Predecessor additional paid-in capital 468,147 ( 468,147 ) (10) — — —
+Added: Successor additional paid-in capital — 391,402 (11) — ( 313 ) 391,089
+Added: Retained deficit ( 644,250 ) 728,160 (12) ( 83,910 ) ( 83,910 ) (25) —
+Added: Accumulated other comprehensive loss ( 54,484 ) — 54,484 54,484 (26) —
+Added: Total stockholders’ equity (deficit) of Pyxus International, Inc.
+Added: ( 230,587 ) 651,415 ( 29,426 ) ( 29,739 ) 391,089
+Added: Noncontrolling interests ( 80 ) 4,359 80 ( 166 ) 4,113
+Added: Total stockholders’ equity (deficit) ( 230,667 ) 655,774 ( 29,346 ) ( 29,905 ) 395,202
+Added: Total liabilities and stockholders’ equity $ 1,757,681 $ 6,350 $ ( 56,275 ) $ ( 54,506 ) $ 1,709,525
+Added: (1) The following summarizes the change in cash and cash equivalents:
+Added: Proceeds from ABL Credit Facility, net of debt issuance costs $ 26,861
+Added: Repayment of DIP Facility ( 213,418 )
+Added: Proceeds from Term Loan Credit Facility 213,418
+Added: Proceeds from 10.0 % first lien notes
+Added: Repayment of 8.5 % first lien notes
+Added: Payment to fund professional fee escrow account ( 21,500 )
+Added: Payment of other professional and administrative fees ( 11,828 )
+Added: Payment of accrued interest on DIP Facility ( 494 )
+Added: Payment to holders of Predecessor second lien notes that elected the cash option ( 1,199 )
+Added: Payment to holders of Predecessor common stock ( 1,000 )
+Added: Payment of accrued interest on prepetition Predecessor first lien notes ( 9,129 )
+Added: (2) Represents the funding of an escrow account for professional fees associated with the Chapter 11 Cases.
+Added: (3) Represents the capitalization of debt issuance costs related to the ABL Credit Facility.
+Added: (4) Represents the conversion of the DIP Facility that was exchanged for the Term Loans, and accordingly reclassified to long-term debt.
+Added: (5) Reflects the recognition of payables for professional fees to be paid subsequent to the Company's emergence from Chapter 11 Cases.
+Added: (6) The following summarizes the net change in accrued expenses and other current liabilities:
+Added: Payment of accrued interest on the DIP Facility $ ( 494 )
+Added: Payment of accrued interest on the Predecessor first lien notes ( 9,129 )
+Added: Settlement of accrued backstop fee through the issuance of common stock ( 18,000 )
+Added: Reclassification of DIP Facility exit fee to long-term debt ( 6,718 )
+Added: Recognition of accrued interest from the Effective Date to the Convenience Date 1,044
+Added: Accrual for professional fees 1,444
+Added: (7) The following summarizes the changes in long-term debt:
+Added: Draw on the ABL Credit Facility $ 30,000
+Added: Issuance of the Term Loans (1)
+Added: Conversion of redemption fee on Predecessor first lien notes to Successor Notes 5,843
+Added: Derecognition of the original issue discount and the debt issuance costs on Predecessor first lien notes 1,285
+Added: (1) Includes $ 6,718 related to the DIP Facility exit fee
+Added: (8) Represents the recognition of deferred tax liabilities as a result of the cumulative tax impact of the reorganization adjustments herein.
+Added: (9) Represents the settlement of liabilities subject to compromise in accordance with the Plan, which resulted in a gain on the discharge of the Predecessor second lien notes as follows:
+Added: Debt subject to compromise $ 635,686
+Added: Accrued interest on debt subject to compromise 26,156
+Added: Total second lien notes discharged 661,842
+Added: Payment to holders of second lien notes electing cash option ( 1,199 )
+Added: Value of common stock issued to holders of second lien notes ( 198,339 )
+Added: Gain on discharge of second lien notes $ 462,304
+Added: (10) Represents the cancellation of Predecessor common stock.
+Added: (11) The changes in Successor additional paid-in capital were as follows:
+Added: Value of Successor common stock, second lien notes $ 198,339
+Added: Value of Successor common stock, other 193,063
+Added: (12) Represents $ 260,013 of cumulative impact to Predecessor retained deficit as a result of the reorganization adjustments described above and $ 468,147 for the elimination of Predecessor common stock.
+Added: (13) Represents fair value adjustments to the Company's equity method investments.
+Added: (14) Represents reorganization value in excess of value allocable to tangible and intangible assets.
+Added: (15) Represents the fair value adjustments to recognize the customer relationships, licenses, technology (inclusive of patents and know how), trade names, and internally developed software intangible assets.
+Added: (16) Represents the recognition of deferred tax assets as a result of the cumulative tax impact of the fresh start adjustments herein.
+Added: (17) Represents an adjustment to pension assets of ($ 352 ), partially offset by other adjustments of $ 42 .
+Added: (18) Represents the fair value adjustments to right-of-use lease assets.
+Added: (19) Represents the following fair value adjustments to property, plant, and equipment, net:
+Added: Historical Value Fair Value
+Added: Adjustment Successor
+Added: Land $ 33,562 $ ( 104 ) $ 33,458
+Added: Buildings 259,255 ( 195,797 ) 63,458
+Added: Machinery and equipment 198,708 ( 122,151 ) 76,557
+Added: Total 491,525 ( 318,052 ) 173,473
+Added: Accumulated Depreciation ( 192,232 ) 192,232 —
+Added: Total property, plant, and equipment, net $ 299,293 $ ( 125,820 ) $ 173,473
+Added: (20) Represents the revaluation of the current pension liability of ($ 1,800 ), partially offset by an adjustment to financing leases of $ 8 .
+Added: (21) Represents the Company's recalculation of lease obligations using a higher incremental borrowing rate applicable upon emergence from Chapter 11 Cases and commensurate with the new capital structure.
+Added: (22) Represents the fair value adjustment to the first lien notes.
+Added: (23) Represents the adjustment of deferred tax liabilities as a result of the cumulative tax impact of the fresh start valuation adjustments herein.
+Added: (24) Represents the recalculation of the present value of the Company's pension liability.
+Added: (25) Represents the cumulative impact of the remeasurement of assets and liabilities from fresh start reporting, $ 7,631 of tax effect of reorganization items, and the elimination of Predecessor's accumulated other comprehensive losses for the five months ended August 31, 2020.
+Added: (26) Represents the derecognition of accumulated other comprehensive loss as a result of reorganization pension adjustments, and the elimination of Predecessor's foreign currency translation adjustments.
+Added: CCAA Proceeding and Deconsolidation of Subsidiaries
+Added: CCAA Proceeding
+Added: The order issued by the Court in the CCAA Proceeding on the Order Date included the following relief:
+Added: • approval for the Canadian Cannabis Subsidiaries to borrow under a debtor-in-possession financing facility (the “Canadian DIP Facility”);
+Added: • a stay of proceedings in respect of the Canadian Cannabis Subsidiaries, the directors and officers of the Canadian Cannabis Subsidiaries (the “Canadian Directors and Officers”) and the Monitor;
+Added: • the granting of super priority charges against the property of the Canadian Cannabis Subsidiaries in favor of:
+Added: (a) certain administrative professionals;
+Added: (b) the Canadian Directors and Officers;
+Added: and (c) the lender under the Canadian DIP Facility for amounts borrowed under the Canadian DIP Facility.
+Added: On January 29, 2021, the Canadian Court issued an order permitting the Canadian Cannabis Subsidiaries to initiate a sale and investment solicitation process to be conducted by the Monitor and its affiliate to solicit interest in, and opportunities for, a sale of, or investment in, all or substantially all, or one or more components, of the assets and/or the business operations of the Canadian Cannabis Subsidiaries.
+Added: On May 10, 2021, a definitive agreement for the sale of the assets of Figr Norfolk was entered into for an estimated purchase price of Cdn.$ 5,000 .
+Added: On June 10, 2021, the Canadian Court approved the sale agreement.
+Added: The consummation of the sale under this agreement is subject to approval of the buyers by Health Canada and the satisfaction of certain other conditions.
+Added: On May 25, 2021, a definitive agreement was entered into with a separate buyer for the sale of the outstanding equity of Figr East and certain intangible assets of Figr Brands for an estimated aggregate purchase price of Cdn.$ 24,750 .
+Added: On June 10, 2021, the Canadian Court approved the sale agreement.
+Added: On June 25, 2021, Health Canada approved the buyers of Figr East and certain intangible assets of Figr Brands.
+Added: The consummation of the sale of Figr East and certain intangible assets of Figr Brands occurred on June 28, 2021.
+Added: The amount of recovery that the Company may receive from the sale of the assets of Figr Norfolk, the sale of the outstanding equity of Figr East, and the sale of certain intangible assets of Figr Brands will be impacted by the amount of claims against the Canadian Cannabis Subsidiaries submitted in the CCAA Proceeding, the extent to which such claims are approved by the Canadian Court, and the extent to which the Company's interest in the Canadian Cannabis Subsidiaries are determined by the Canadian Court to be debt claims entitled to recovery on the same basis as other unsecured creditor claims with respect to the Canadian Cannabis Subsidiaries.
+Added: Refer to "Note 30.
+Added: Subsequent Events" for additional information.
+Added: Canadian DIP Financing
+Added: Pursuant to the Canadian DIP Facility, another non-U.S.
+Added: subsidiary of Pyxus (the "DIP Lender") provides Figr Brands with in an initial amount of up to Cdn.$ 8,000 in secured debtor-in-possession financing to permit Figr Brands, the parent entity of Figr East and Figr Norfolk, to fund the working capital needs of the Canadian Cannabis Subsidiaries in accordance with the cash flow projections approved by the Monitor and the DIP Lender, which following approval by the Canadian Court was increased to Cdn.$ 16,000 .
+Added: These payments also fund fees and expenses to be paid to the DIP Lender, professional fees and expenses incurred by the Canadian Cannabis Subsidiaries and the Monitor in respect of the CCAA Proceeding, and such other costs and expenses of the Canadian Cannabis Subsidiaries as may be agreed to by the DIP Lender.
+Added: As of March 31, 2021, the terms of the Canadian DIP Facility included the following:
+Added: • Loans bear interest at a rate of 8 % per annum;
+Added: • Loans under the Canadian DIP Facility are guaranteed by Figr East and Figr Norfolk;
+Added: • Loans under the Canadian DIP Facility are secured by all of the properties, assets, and undertakings of the Canadian Cannabis Subsidiaries, as may be reasonably requested by the DIP Lender;
+Added: • The Canadian DIP Facility expires on September 3, 2021, and all outstanding loans are due and payable at that time;
+Added: • Conditions to borrowing, representations, warranties, covenants, and agreements, as well as events of default and remedies, typical for this type of facility for a company in a proceeding under the CCAA.
+Added: Deconsolidation of Subsidiaries
+Added: While the Canadian Cannabis Subsidiaries have been majority owned by the Company, the administration of the CCAA Proceeding, including the Canadian Court’s appointment of the Monitor and the related authority of the Monitor, including approval rights with respect to significant actions of the Canadian Cannabis Subsidiaries during the pendency of the CCAA Proceeding, resulted in the Company losing control (in accordance with U.S.
+Added: GAAP) of the Canadian Cannabis Subsidiaries, and the deconsolidation of the Canadian Cannabis Subsidiaries’ assets and liabilities and elimination of their equity components from the Company’s consolidated financial statements as of January 21, 2021.
+Added: The Canadian Cannabis Subsidiaries’ financial
+Added: results are included in the Company’s consolidated results through January 20, 2021, which is the day prior to the Order Date.
+Added: Prior to the deconsolidation of the Canadian Cannabis Subsidiaries, they comprised an operating segment within the Other Products and Services reportable segment.
+Added: Prior to the deconsolidation, the carrying value of the Company's related party note receivable from the Canadian Cannabis Subsidiaries was $ 153,860 .
+Added: The Company fully impaired its equity investment in the Canadian Cannabis Subsidiaries, effective as of the Order Date, based on the Canadian Cannabis Subsidiaries carrying a retained deficit of $ 77,518 and based on offers the Company received to buy the Canadian Cannabis Subsidiaries or certain assets and the allocation of consideration among the assets to be sold, as reflected in the sales agreements approved by the Canadian Court.
+Added: Following consummation of the contemplated sales of the Canadian Cannabis Subsidiaries, and after repayment of the Canadian DIP Facility and satisfaction of administrative expenses from the CCAA Proceeding, the Company estimated recovering aggregate net cash consideration of $ 6,100 , which represents the fair value of the related party note receivable retained by the Company.
+Added: As a result, the Company recorded a net loss of $ 70,242 for the year ended March 31, 2021 associated with the deconsolidation of the Canadian Cannabis Subsidiaries, which was calculated as follows:
+Added: Carrying value of related party note receivable $ 153,860
+Added: Fair value of related party note receivable 6,100
+Added: Impairment of related party note receivable ( 147,760 )
+Added: Gain on elimination of retained deficit 77,518
+Added: Loss on deconsolidation $ ( 70,242 )
+Added: The amount of recovery with respect to the related-party note receivable is dependent on the actual amount of administrative claims in the CCAA Proceeding, the amount of claims of unsecured creditors against the Canadian Cannabis Subsidiaries submitted in the CCAA Proceeding, the extent to which such claims are approved by the Canadian Court, and the extent to which the Company’s interest in the Canadian Cannabis Subsidiaries are determined by the Canadian Court to be debt claims entitled to recovery on the same basis as other unsecured creditor claims with respect to the Canadian Cannabis Subsidiaries, all of which matters are presently uncertain.
+Added: In the event the Company's interests are not so treated as debt claims by the Canadian Court, the Company may be unable to recover a substantial portion or all of the estimated fair value of the related-party note receivable and may incur additional impairment with respect thereto.
+Added: Upon deconsolidation, the Company accounted for its investment in the Canadian Cannabis Subsidiaries using the cost method of accounting.
+Added: While the Company was the largest creditor and the majority shareholder of the Canadian Cannabis Subsidiaries, the claims of each creditor in the CCAA Proceeding were impaired, other than claims under the Canadian DIP Facility and certain administrative claims.
+Added: In addition, as result of the sale transactions, the Company did not regain control of the businesses operated by the Canadian Cannabis Subsidiaries after their emergence from the CCAA Proceeding.
+Added: Lastly, the Canadian Court (not the Company) had the final authority to approve or reject a plan to sell the Canadian Cannabis Subsidiaries, which occurs upon the approval of a Plan of Liquidation by the Canadian Court.
+Added: As a result, the Company did not exercise significant influence over the operating and financial decisions of the Canadian Cannabis Subsidiaries due to the commencement of the CCAA Proceeding and the appointment of the Monitor.
+Added: Related Party Relationship
+Added: The commencement of the CCAA Proceeding, the appointment of the Monitor, and the subsequent deconsolidation of the Canadian Cannabis Subsidiaries results in transactions with the Canadian Cannabis Subsidiaries no longer being eliminated in consolidation.
+Added: As such, transactions between the Company and the Canadian Cannabis Subsidiaries are treated as related-party transactions.
+Added: Refer to "Note 28.
+Added: Related Party Transactions" for transactions between the Company and the Canadian Cannabis Subsidiaries from January 21, 2021 to March 31, 2021.
Revenue Recognition
2 unchanged sentences
During processing, ownership remains with the customers.
−Removed: Other products and services revenue is primarily composed of revenue from the sale of legal cannabis in Canada and e-liquids product revenue.
+Added: Other products and services revenue is primarily composed of revenue from the sale of legal cannabis in Canada (for periods prior to the deconsolidation of the Canadian Cannabis Subsidiaries) and e-liquids product revenue.
The following disaggregates sales and other operating revenues by major source:
−Removed: Three Months Ended March 31, Years Ended March 31,
−Removed: 2020 2019 2020 2019
+Added: Successor Predecessor
+Added: Seven months ended March 31, 2021 Five months ended August 31, 2020 Year ended
+Added: March 31, 2020
Leaf - North America:
11 unchanged sentences
The following summarizes activity in the claims allowance:
−Removed: Three Months Ended March 31, Years Ended March 31,
−Removed: 2020 2019 2020 2019
+Added: Successor Predecessor
+Added: Seven months ended March 31, 2021 Five months ended August 31, 2020 Year ended
+Added: March 31, 2020
Balance, beginning of period $ 880 $ 1,130 $ 1,460
3 unchanged sentences
Contract Balances
−Removed: The following summarizes activity in the allowance for doubtful accounts:
−Removed: Three Months Ended March 31, Years Ended March 31,
−Removed: 2020 2019 2020 2019
+Added: The following summarizes activity in the allowance for expected credit losses:
+Added: Successor Predecessor
+Added: Seven months ended March 31, 2021 Five months ended August 31, 2020 Year ended
+Added: March 31, 2020
Balance, beginning of period $ ( 15,361 ) $ ( 15,893 ) $ ( 13,381 )
4 unchanged sentences
Trade receivables, net $ 175,912 $ 152,309 $ 226,742
−Removed: Assets Recognized from the Costs to Obtain a Contract with a Customer
−Removed: Capitalized costs to obtain a contract as of March 31, 2020 and 2019 were $ 3,676 and $ 4,225 , respectively.
−Removed: "Goodwill and Other Intangible Assets, Net” for further information.
−Removed: Other Income, Net
−Removed: The following summarizes the significant components of other income, net:
−Removed: Years Ended March 31,
−Removed: 2020 2019 2018
+Added: Taxes Collected from Customers
+Added: Value-added taxes were $ 21,819 , $ 25,187 , and $ 23,188 for the years ended March 31, 2021, 2020, and 2019, respectively.
+Added: Other Income (Expense), Net
+Added: The following summarizes the significant components of other income (expense), net:
+Added: Successor Predecessor
+Added: Seven months ended March 31, 2021 Five months ended August 31, 2020 Year ended
+Added: March 31, 2020 Year ended
+Added: March 31, 2019
Other sales of assets and expenses $ ( 9,384 ) $ ( 678 ) $ ( 10,053 ) $ 2,497
Sales of Brazilian intrastate trade tax credits — 2,938 9,039 10,418
−Removed: Receipt of funds held in escrow — — 3,235
+Added: Foreign currency gain on Figr related party note 14,902 — — —
+Added: Loss on settlement for Brazilian IPI credits ( 12,666 ) — — —
Gain on sales of fixed assets 310 112 6,539 2,080
−Removed: Losses on sale of receivables ( 4,803 ) ( 6,816 ) ( 7,679 )
−Removed: Gain from insurance claims 1,411 6,038 —
−Removed: Total $ 2,133 $ 14,217 $ 14,382
−Removed: "Contingencies and Other Information" and Note 25.
−Removed: "Securitized Receivables" for further information.
−Removed: Taxes Collected from Customers
−Removed: Value-added taxes were $ 25,187 , $ 23,188 , and $ 26,033 for the years ended March 31, 2020, 2019, and 2018, respectively.
−Removed: On January 25, 2018, a Canadian subsidiary of the Company, acquired 75.0 % of the equity in Figr East.
−Removed: Figr East is fully licensed to produce and sell medicinal cannabis in the Canadian Province of Prince Edward Island.
−Removed: Figr East sells its products directly to patients and through distributors.
−Removed: The Company acquired its interest in Figr East in exchange for consideration consisting of approximately $ 32,468 cash, subject to certain post-closing adjustments.
−Removed: The consolidation of Figr East has been treated as a purchase business combination and as such, the fair value of the assets and liabilities have been recorded at their fair value.
−Removed: The fair value of the non-controlling interest was $ 8,117 .
−Removed: For the year ended March 31, 2018, the Company incurred $ 499 of acquisition-related expenses, primarily consisting of consulting fees, which were accounted for separately from the business combination and expensed as incurred within selling, general, and administrative expenses in the consolidated statements of operations.
−Removed: Following the acquisition, the Company recorded certain post-closing purchase price adjustments that had no impact on the purchase price.
−Removed: The acquisition allowed the Company to expand its product portfolio into the medical cannabis industry in Canada.
−Removed: The following table summarizes the fair values of the assets acquired and liabilities assumed as of January 25, 2018:
−Removed: Cash and cash equivalents $ 436
−Removed: Other receivables 442
−Removed: Inventories 2,221
−Removed: Other current assets 64
−Removed: Property, plant and equipment 5,378
−Removed: Goodwill 11,597
−Removed: Other intangible assets 30,520
−Removed: Total assets acquired 50,658
−Removed: Accounts payable 725
−Removed: Deferred income tax liabilities 9,348
−Removed: Total liabilities 10,073
−Removed: Fair value of equity interest $ 40,585
−Removed: The amounts of revenue, operating loss, and net loss of Figr East in the consolidated statements of operations from and including January 25, 2018 to March 31, 2018 were $ 235 , $( 412 ), and $( 288 ), respectively.
−Removed: As a result, the impact to basic and diluted earnings per share was $( 0.03 ) and $( 0.03 ), respectively.
−Removed: Unaudited pro forma information summarizes the combined results of the Company and Figr East for the years ended March 31, 2018, as if the companies were combined as of April 1, 2016.
−Removed: The pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved had the reconsolidation taken place at the beginning of each period or results of future periods.
−Removed: The following information has been adjusted for intercompany eliminations as required for consolidation accounting:
−Removed: unaudited pro forma revenue, operating loss, and net loss for the year ended March 31, 2018 were $ 2,008 , $( 466 ), and $( 181 ), respectively.
−Removed: Unaudited pro forma basic and diluted earnings per share were $( 0.02 ) and $( 0.02 ), respectively.
−Removed: On March 22, 2019, the Canadian subsidiary of the Company acquired an additional 18.0 % interest in Figr East for $ 13,470 in cash.
−Removed: On October 15, 2019, the Canadian subsidiary of the Company acquired an additional 1.2 % interest in Figr East for $ 911 in cash.
−Removed: As result of these equity positions acquired, the subsidiary's ownership level in Figr East increased to 94.3 %.
−Removed: Transaction costs associated with the acquisition of additional interest are expensed as incurred within selling, general, and
−Removed: administrative expenses in the consolidated statements of operations.
−Removed: Below are the effects of changes in the Company’s ownership interest in Figr East on the Company’s equity:
−Removed: Years Ended March 31,
−Removed: 2020 2019 2018
−Removed: Net (loss) income attributable to Pyxus International, Inc.
−Removed: shareholders $ ( 264,661 ) $ ( 70,467 ) $ 52,436
−Removed: Decrease in Pyxus International, Inc.
−Removed: equity for purchase of 22.3522 shares in 2019 and 1.4972 shares in 2020 of Figr East:
−Removed: Paid in capital ( 528 ) ( 6,056 ) —
−Removed: Accumulated other comprehensive income (loss) 33 ( 461 ) —
−Removed: Change from net (loss) income attributable to Pyxus International, Inc.
−Removed: shareholders and transfer from noncontrolling interest $ ( 265,156 ) $ ( 76,984 ) $ 52,436
−Removed: On April 2, 2018, the Company acquired 51.0 % of the equity in Humble Juice.
−Removed: Humble Juice sells e-liquid products and related merchandise.
−Removed: The Company acquired its interest in Humble Juice in exchange for consideration consisting of approximately $ 9,000 cash and $ 446 contingent consideration, subject to certain post-closing adjustments.
−Removed: The consolidation of Humble Juice has been treated as a business combination.
−Removed: The assets and liabilities were recorded at their fair value.
−Removed: The fair value of the non-controlling interest was $ 5,086 .
−Removed: For the year ended March 31, 2019, the Company incurred $ 12 of acquisition-related expenses, primarily consisting of consulting fees, which were accounted for separately from the business combination and expensed as incurred within selling, general, and administrative expenses in the consolidated statements of operations.
−Removed: Following the acquisition, the Company recorded certain post-closing purchase price adjustments.
−Removed: The acquisition allowed the Company to expand its e-liquid product portfolio.
−Removed: The following summarizes the fair values of the assets acquired and liabilities assumed as of April 2, 2018:
−Removed: Cash and cash equivalents $ 308
−Removed: Other receivables 56
−Removed: Inventories 1,048
−Removed: Other current assets 6
−Removed: Property, plant, and equipment 8
−Removed: Goodwill 7,174
−Removed: Other intangible assets 5,950
−Removed: Total assets acquired 14,550
−Removed: Accounts payable 18
−Removed: Total liabilities 18
−Removed: Fair value of equity interest $ 14,532
−Removed: Revenue, operating loss, and net loss of Humble in the consolidated statements of operations from and including April 2, 2018 to June 30, 2018 were $ 2,487 , $( 501 ), and $( 256 ), respectively.
−Removed: As a result, the impact to basic and diluted earnings per share was $( 0.03 ) and $( 0.03 ), respectively.
−Removed: Unaudited pro forma information summarizes the results of Humble for the years ended March 31, 2019, as if the companies were combined as of April 1, 2017.
−Removed: The pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved had the reconsolidation taken place at the beginning of each period or results of future periods.
−Removed: The following information has been adjusted for intercompany eliminations as required for consolidation accounting:
−Removed: unaudited pro forma revenue, operating income, and net income for the three months ended June 30, 2017 were $ 1,764 , $ 526 , and $ 266 , respectively.
−Removed: Unaudited pro forma basic and diluted earnings per share were $ 0.03 and $ 0.03 , respectively.
−Removed: Cash, Cash Equivalents, and Restricted Cash
−Removed: The following summarizes the composition of restricted cash:
−Removed: Compensating balance for short-term borrowings $ 893 $ 1,225
−Removed: Escrow 1,450 2,894
−Removed: Other 532 1,648
−Removed: Total $ 2,875 $ 5,767
−Removed: As of March 31, 2020 and 2019, the Company held $ 0 and $ 1,082 , respectively, in the Zimbabwe Real Time Gross Settlement (“RTGS”) Dollar.
−Removed: RTGS is a local currency equivalent that, as of March 31, 2020, was exchanged at a government specified rate of 25 :1 with the USD.
−Removed: The Company's Canadian cannabis businesses held $ 1,297 and $ 779 of cash, included in cash and cash equivalents, as of March 31, 2020 and 2019, respectively.
−Removed: Inventories, Net
−Removed: The following summarizes the composition of inventories, net:
−Removed: Processed tobacco $ 485,764 $ 455,163
−Removed: Unprocessed tobacco 178,782 183,607
−Removed: Other tobacco related 24,071 26,385
−Removed: Total $ 730,019 $ 668,171
−Removed: (1) Represents inventory from the other products and services segment.
−Removed: The following summarizes inventory write-downs:
−Removed: LCM $ 6,051 $ 3,888
−Removed: Obsolescence 1,707 —
−Removed: Total $ 7,758 $ 3,888
−Removed: Advances to Suppliers, Ne t
−Removed: The mark-up and interest on advances to suppliers, net capitalized, or to be capitalized into inventory for the current crop, were $ 15,468 and $ 11,341 as of March 31, 2020 and 2019, respectively.
−Removed: Unrecoverable advances and other costs capitalized, or to be capitalized into the current crop, were $ 6,916 and $ 4,895 as of March 31, 2020 and 2019, respectively.
−Removed: The following summarizes the classification of advances to suppliers:
−Removed: Current $ 38,877 $ 19,754
−Removed: Noncurrent 1,076 1,740
−Removed: Total $ 39,953 $ 21,494
−Removed: There were $ 171 and $ 1,339 of expenses for unrecovered advances from abnormal yield adjustments or unrecovered amounts from prior crops for the years ended March 31, 2020 and 2019, respectively.
−Removed: Property, Plant, and Equipment, Net
−Removed: The following summarizes property, plant, and equipment, net:
−Removed: Land $ 33,229 $ 32,251
−Removed: Buildings 253,306 228,580
−Removed: Machinery and equipment 188,140 177,750
+Added: Loss on sale of receivables ( 2,784 ) ( 2,907 ) ( 4,803 ) ( 6,816 )
+Added: Gain (loss) from insurance claims 7 ( 4 ) 1,411 6,038
Total $ ( 9,615 ) $ ( 539 ) $ 2,133 $ 14,217
−Removed: accumulated depreciation ( 178,679 ) ( 162,185 )
−Removed: Total property, plant, and equipment, net $ 295,996 $ 276,396
−Removed: The following summarizes depreciation expense recorded in cost of goods and services sold and selling, general, and administrative expenses:
−Removed: Years Ended March 31,
−Removed: 2020 2019 2018
−Removed: Depreciation expense recorded in cost of goods and services sold $ 26,035 $ 26,532 $ 26,967
−Removed: Depreciation expense recorded in selling, general, and administrative expenses 3,351 3,157 2,382
−Removed: Capitalized Interest
−Removed: The following summarizes capitalized interest:
−Removed: Capitalized interest, net at beginning of year 2,929 —
−Removed: Interest capitalized to property, plant, and equipment, net 2,960 2,003
−Removed: Interest capitalized to investments in unconsolidated affiliates — 953
−Removed: Capitalized interest depreciated or amortized ( 123 ) ( 27 )
−Removed: Capitalized interest, net at end of year 5,766 2,929
−Removed: The Company does not have material finance leases.
−Removed: The following summarizes weighted-average information associated with the measurement of remaining operating lease as of March 31, 2020:
−Removed: Weighted-average remaining lease term 5.0 years
−Removed: Weighted-average discount rate 9.7 %
−Removed: The following summarizes lease costs for operating leases:
−Removed: March 31, 2020
−Removed: Operating lease costs $ 16,792
−Removed: Variable and short-term lease costs 6,710
−Removed: Total lease costs $ 23,502
−Removed: Leases costs for operating leases was $ 20,846 and $ 21,829 for the years ended March 31, 2019 and 2018, respectively.
−Removed: The following summarizes supplemental cash flow information related to cash paid for amounts included in the measurement of lease liabilities:
+Added: Refer to "Note 21.
+Added: Securitized Receivables" and "Note 26.
+Added: Contingencies and Other Information" for additional information.
+Added: Restructuring and Asset Impairment Charges
+Added: The Company continues to focus on efficiency and cost savings across its business.
+Added: During the year ended March 31, 2021, the Company commenced actions to cease operations of its industrial hemp businesses, including the production and sale of products containing extracts of industrial hemp, including CBD products, by its subsidiary, Criticality LLC (“Criticality”).
+Added: In addition, Pyxus continued its focus on company-wide cost saving initiatives.
+Added: The employee separation and impairment charges are primarily related to continued restructuring of certain U.S.
+Added: operations, which included Criticality, and certain African operations.
+Added: During the year ended March 31, 2020, the Company announced a cost saving initiative and restructuring plan to repurpose a processing facility in South America for storage and special projects and process tobacco under a third-party arrangement going forward.
+Added: During the year ended March 31, 2019, the Company incurred costs associated with the closing of a processing facility in Europe to process tobacco under a third-party arrangement going forward and the consolidation of the Company's U.S.
+Added: green tobacco processing operations into its Wilson, North Carolina facility and the repurposing of its Farmville, North Carolina facility for storage and special projects.
+Added: The following summarizes the Company's restructuring and asset impairment charges:
+Added: Successor Predecessor
+Added: Seven months ended March 31, 2021 Five months ended August 31, 2020 Year ended
+Added: March 31, 2020 Year ended
March 31, 2019
−Removed: Operating cash flows impact - operating leases $ 15,625
−Removed: Right-of-use assets obtained in exchange for new operating leases 10,377
−Removed: The following reconciles maturities of operating lease liabilities to the lease liabilities reflected in the consolidated balance sheets as of March 31, 2020:
−Removed: 2021 $ 14,343
−Removed: Thereafter 8,244
−Removed: Total future minimum lease payments 49,127
−Removed: amounts related to imputed interest 10,124
−Removed: Present value of future minimum lease payments 39,003
−Removed: operating lease liabilities, current 11,160
−Removed: Operating lease liabilities, non-current $ 27,843
−Removed: During the year ended March 31, 2020, a wholly owned subsidiary of the Company completed a sale-leaseback transaction for a facility in Europe.
−Removed: Net proceeds from the sale were $ 7,084 .
−Removed: Under the lease agreement, the Company may continue to occupy the space rent free until March 31, 2021.
−Removed: The transaction resulted in a gain of $ 6,400 , which is included in other income, net in the consolidated statements of operations.
−Removed: The following presents the future minimum rental commitments under noncancelable operating leases as of March 31, 2019:
−Removed: 2020 $ 15,651
−Removed: Thereafter 7,324
−Removed: Total $ 54,103
−Removed: Goodwill and Other Intangible Assets, Net
−Removed: The following summarizes the changes in the Company's goodwill and other intangible assets, net:
−Removed: Amortizable Intangibles
−Removed: Goodwill Customer Relationships Production and Supply Contracts Internally Developed Software Licenses (3) Trade Names Total
−Removed: Weighted average remaining useful life in years as of March 31, 2020 8.66 3.00 3.96 16.95 6.00
−Removed: March 31, 2018 balance:
−Removed: Gross carrying amount $ 27,546 $ 58,530 $ 14,893 $ 18,812 $ 30,339 $ — $ 150,120
−Removed: Accumulated amortization — ( 25,005 ) ( 8,774 ) ( 17,828 ) ( 243 ) — ( 51,850 )
−Removed: Net March 31, 2018 balance 27,546 33,525 6,119 984 30,096 — 98,270
−Removed: Additions (1) (2)
−Removed: 7,174 5,450 — 1,105 2,991 500 17,220
−Removed: Amortization expense — ( 4,022 ) ( 1,894 ) ( 563 ) ( 1,401 ) ( 63 ) ( 7,943 )
−Removed: Impact of foreign currency translation ( 384 ) — — — ( 1,046 ) — ( 1,430 )
−Removed: Net March 31, 2019 balance 34,336 34,953 4,225 1,526 30,640 437 106,117
−Removed: Additions — — — 2,468 195 — 2,663
−Removed: Amortization expense — ( 4,022 ) ( 549 ) ( 691 ) ( 1,666 ) ( 63 ) ( 6,991 )
−Removed: Impairment ( 33,759 ) — — — — — ( 33,759 )
−Removed: Impact of foreign currency translation ( 577 ) — — — ( 1,505 ) — ( 2,082 )
−Removed: Net March 31, 2020 balance $ — $ 30,931 $ 3,676 $ 3,303 $ 27,664 $ 374 $ 65,948
−Removed: (1) Additions to goodwill, customer relationships, and trade names relate to the acquisition of Humble Juice.
−Removed: Additions to licenses relates to Figr East, Figr Norfolk, and Alliance One Specialty Products, LLC.
−Removed: (2) Goodwill activity relates to the Other Products and Services segment.
−Removed: (3) Certain of the Company's license intangibles are subject to annual renewal.
−Removed: As of January 1, 2020, the date of the Company’s annual goodwill impairment testing for fiscal 2020, the Company allocated $ 2,795 , $ 13,669 , $ 10,933 , and $ 7,174 of goodwill to the Leaf - North America, Leaf - Africa, Other Products and Services - Cannabis, and Other Products and Services - E-liquids reporting units, respectively.
−Removed: As of January 1, 2020, the estimated fair value of the Other Products and Services - E-liquids reporting unit significantly exceeded its carrying value and the estimated fair value of the Leaf - North America, Leaf - Africa, and Other Products and Services - Cannabis reporting units exceeded the carrying value by 8.9 %, 3.1 %, and 5.9 %, respectively.
−Removed: Based on the sustained decline in the implied value of the Company's long-term debt based on public trading and share price, delays in refinancing the Company's long-term debt, delays with monetizing a portion of the Figr business, as well as uncertainty in the estimate of future operating results due, in part, to the economic effects of the COVID-19 pandemic, the Company concluded that a triggering event occurred in the fourth quarter of fiscal year 2020.
−Removed: As a result, the Company performed a test of its goodwill for impairment (the "Year-End Test") for its reporting units as of March 31, 2020.
−Removed: Based on the Year-End Test, the Company recognized non-cash impairment losses to write-off the carrying values of its goodwill.
−Removed: The following summarizes impairment charges to goodwill:
+Added: Beginning balance $ 567 $ 407 $ 1,843 $ 107
+Added: Period Charges:
+Added: Employee separation charges (recoveries) 7,816 353 4,592 4,055
+Added: Payments ( 3,773 ) ( 193 ) ( 6,028 ) ( 2,319 )
+Added: Ending balance $ 4,610 $ 567 $ 407 $ 1,843
+Added: Asset impairment and other noncash charges 4,001 213 1,054 891
+Added: Total restructuring and asset impairment charges $ 11,817 $ 566 $ 5,646 $ 4,946
+Added: The following summarizes the employee separation and other cash charges by reportable segment:
+Added: Seven months ended March 31, 2021 Five months ended August 31, 2020
+Added: Other Products and Services Leaf - North America Leaf - Other Regions Other Products and Services Leaf - North America Leaf - Other Regions
+Added: Beginning balance $ — $ 312 $ 255 $ — $ — $ 407
+Added: Period charges (recoveries) 2,209 2,419 3,188 — 312 40
+Added: Payments ( 68 ) ( 1,325 ) ( 2,380 ) — — ( 192 )
+Added: Ending balance $ 2,141 $ 1,406 $ 1,063 $ — $ 312 $ 255
+Added: Year Ended March 31, 2020 Year Ended March 31, 2019
+Added: Leaf - North America Leaf - Other Regions Leaf - North America Leaf - Other Regions
+Added: Beginning balance $ 1,621 $ 222 $ — $ 107
+Added: Period charges (recoveries) 8 4,584 2,668 1,387
+Added: Payments ( 1,629 ) ( 4,399 ) ( 1,047 ) ( 1,272 )
+Added: Ending balance $ — $ 407 $ 1,621 $ 222
+Added: The following summarizes asset impairment and other noncash charges:
+Added: Successor Predecessor
+Added: Seven months ended March 31, 2021 Five months ended August 31, 2020 Year ended
+Added: March 31, 2020 Year ended
March 31, 2019
1 unchanged sentence
Leaf - Other Regions 1,036 196 772 346
−Removed: Other Products and Services - Cannabis 10,121
−Removed: Other Products and Services - E-liquids 7,174
+Added: Other Products and Services 2,965 — 282 —
Total $ 4,001 $ 213 $ 1,054 $ 891
−Removed: Other Intangible Assets, Net
−Removed: The carrying value of other intangible assets as of March 31, 2020 represents customer relationships, production and supply contracts, internally developed software, licenses, and trade names.
−Removed: Amortization expense associated with finite-lived intangible assets was $ 6,991 , $ 7,943 , and $ 5,982 for the years ended March 31, 2020, 2019, and 2018, respectively.
−Removed: The following summarizes the estimated intangible asset amortization expense for the next five years and beyond:
−Removed: For Fiscal Years Ended Customer Relationships Production and Supply Contracts Internally Developed Software (1)
−Removed: Licenses Trade Names Total
−Removed: 2021 $ 4,022 $ 870 $ 918 $ 1,747 $ 63 $ 7,620
−Removed: 2022 4,022 1,397 846 1,745 63 8,073
−Removed: 2023 4,022 1,397 764 1,742 63 7,988
−Removed: 2024 4,022 12 520 1,742 63 6,359
−Removed: 2025 4,022 — 255 1,689 63 6,029
−Removed: Later 10,821 — — 18,999 59 29,879
−Removed: $ 30,931 $ 3,676 $ 3,303 $ 27,664 $ 374 $ 65,948
−Removed: (1) Estimated amortization expense for the internally developed software is based on costs accumulated as of March 31, 2020.
−Removed: These estimates will change as new costs are incurred and until the software is placed into service in all locations.
−Removed: Equity Method Investments
−Removed: The following summarizes the Company's equity method investments as of March 31, 2020:
−Removed: Investee Name Location Primary Purpose The Company's Ownership Percentage Basis Difference
−Removed: Adams International Ltd.
−Removed: Thailand purchase and process tobacco 49 % $ —
−Removed: Alliance One Industries India Private Ltd.
−Removed: India purchase and process tobacco 49 % —
−Removed: China Brasil Tobacos Exportadora SA Brazil purchase and process tobacco 49 % 5,515
−Removed: Criticality LLC U.S.
−Removed: extraction of cannabidiol from industrial hemp 40 % 865
−Removed: Nicotine River, LLC U.S.
−Removed: produce consumable e-liquids 40 % 1,840
−Removed: Oryantal Tutun Paketleme Turkey process tobacco 50 % —
−Removed: Purilum, LLC U.S.
−Removed: produce flavor formulations and consumable e-liquids 50 % —
−Removed: Siam Tobacco Export Company Thailand purchase and process tobacco 49 % —
−Removed: The following summarizes financial information for these equity method investments:
−Removed: Years Ended March 31,
−Removed: Operations statement:
−Removed: 2020 2019 2018
−Removed: Sales $ 293,163 $ 332,245 $ 317,183
−Removed: Gross profit 50,209 52,309 53,161
−Removed: Net income 16,667 22,855 23,954
−Removed: Company's dividends received 7,348 7,300 2,826
−Removed: Balance sheet:
−Removed: Current assets $ 145,207 $ 152,661
−Removed: Property, plant, and equipment and other assets 56,481 53,103
−Removed: Current liabilities 82,377 89,791
−Removed: Long-term obligations and other liabilities 6,296 3,222
−Removed: Of the amounts presented above, the following summarizes the financial information of the Company's significant equity investee, China Brasil Tobacos Exportadora SA ("CBT"):
−Removed: Years Ended March 31,
−Removed: Operations statement:
−Removed: 2020 2019 2018
−Removed: Sales $ 170,092 $ 191,966 $ 200,609
−Removed: Gross profit 27,297 32,075 32,989
−Removed: Net income 13,446 16,502 16,575
−Removed: Net income attributable to CBT 6,589 8,086 8,122
−Removed: Debt Arrangements
−Removed: Excluding all long-term credit agreements, the Company has typically financed its non-U.S.
−Removed: operations with uncommitted unsecured short-term seasonal lines of credit arrangements with a number of banks.
−Removed: These operating lines are seasonal in nature, normally extending for a term of 180 to 270 days corresponding to the tobacco crop cycle in that location.
−Removed: These facilities are typically uncommitted in that the lenders have the right to cease making loans and demand repayment of loans at any time.
−Removed: These loans are typically renewed at the outset of each tobacco season.
−Removed: At March 31, 2020 and 2019, the Company may borrow up to a total $ 745,516 and $ 795,934 , subject to limitations as provided for in agreement governing the ABL facility (as defined below), respectively.
−Removed: The weighted average variable interest rate for the years ending March 31, 2020 and 2019 was 6.9 % and 6.6 %, respectively.
−Removed: Certain of the foreign seasonal lines of credit of approximately $ 187,787 and $ 147,120 have inventories of $ 124,541 and $ 63,989 as collateral at March 31, 2020 and 2019, respectively.
−Removed: At March 31, 2020 and 2019, respectively, $ 893 and $ 1,225 were held on deposit as a compensating balance.
−Removed: The terms of the First Lien Notes, the Second Lien Notes, and the ABL Facility (each, as defined below), are summarized below.
−Removed: "Subsequent Events” for a discussion of the effect of the commencement and proceedings in the Chapter 11 Cases on the First Lien Notes, the Second Lien Notes, and the ABL Facility.
−Removed: First Lien Notes
−Removed: On October 14, 2016, the Company issued $ 275,000 in aggregate principal amount of 8.5 % senior secured first lien notes due 2021 (the “First Lien Notes”), at an issue price of 99.085 % of the face amount thereof.
−Removed: The First Lien Notes, which bear interest at a rate of 8.5 % per year, are payable semi-annually in arrears in cash on April 15 and October 15 of each year, beginning April 15, 2017, to holders of record at the close of business on the preceding April 1 and October 1, respectively.
−Removed: The First Lien Notes are scheduled to mature on April 15, 2021.
−Removed: The First Lien Notes are guaranteed on a senior secured basis by Pyxus’ subsidiaries, Alliance One Specialty Products, LLC, Alliance One International, LLC, and Alliance One North America, LLC (the “Current Guarantors”), and any future material domestic subsidiaries are required to guarantee the First Lien Notes on a senior secured basis.
−Removed: The Current Guarantors and any future guarantors of the First Lien Notes are referred to as the “guarantors.”
−Removed: Pyxus’ and the guarantors’ obligations under the First Lien Notes and any guarantee of the First Lien Notes (and certain related obligations) and under the ABL Facility (as defined below) and any guarantee of the ABL Facility (and certain related obligations and obligations in respect of certain hedging arrangements) are secured by first-priority liens on substantially all of Pyxus’ and the guarantors’ tangible and intangible assets, subject to certain exceptions and permitted liens (the “Collateral”).
−Removed: Pyxus’ and the guarantors’ obligations under the First Lien Notes and any guarantee of the First Lien Notes (and certain related obligations) have first-priority in the waterfall set forth in a senior lien intercreditor agreement entered into in connection with the issuance of the First Lien Notes and the establishment of the ABL Facility (the “Senior Lien Intercreditor Agreement”) in respect of the liens on the Collateral that is not ABL Priority Collateral (as defined below), including owned material real property in the United States, capital stock of subsidiaries owned directly by Pyxus or a guarantor (except that, in the case of foreign subsidiaries, only capital stock of only direct foreign subsidiaries that are material are to be pledged and only 65 % of the voting capital stock and 100 % of the non-voting capital stock are to be pledged), existing and after acquired intellectual property rights, equipment, related general intangibles and instruments and certain other related assets of the foregoing and proceeds of the foregoing (collectively, the “Notes Priority Collateral”).
−Removed: Pyxus’ and the guarantors’ obligations under the ABL Facility and any guarantee of the ABL Facility (and certain related obligations and obligations in respect of certain hedging arrangements) have second-priority in the waterfall set forth in the Senior Lien Intercreditor Agreement in respect of the liens on the Notes Priority Collateral.
−Removed: Pyxus’ and the guarantors’ obligations under the First Lien Notes and any guarantee of the First Lien Notes (and certain related obligations) have second-priority in the waterfall set forth in the Senior Lien Intercreditor Agreement in respect of the liens on the Collateral consisting of accounts receivable, inventories, cash (other than identifiable cash proceeds of the Notes Priority Collateral), deposit accounts, related general intangibles and instruments, certain other related assets of the foregoing and proceeds of the foregoing (collectively, the “ABL Priority Collateral”).
−Removed: Pyxus’ and the guarantors’ obligations under the ABL Facility and any guarantee of the ABL Facility (and certain related obligations and
−Removed: obligations in respect of certain hedging arrangements) have first-priority in the waterfall set forth in the Senior Lien Intercreditor Agreement in respect of the liens on the ABL Priority Collateral.
−Removed: If a change of control (as defined in the indenture governing the First Lien Notes) occurs at any time, holders of the First Lien Notes will have the right, at their option, to require the Company to repurchase all or a portion of the First Lien Notes for cash at a price equal to 101 % of the principal amount of First Lien Notes being repurchased, plus accrued and unpaid interest, to, but excluding, the date of repurchase.
−Removed: The indenture governing the First Lien Notes restricts (subject to exceptions and qualifications) the Company's ability and the ability of its restricted subsidiaries to, among other things, incur additional indebtedness or issue disqualified stock or preferred stock, pay dividends and make other restricted payments (including restricted investments), sell assets, create liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets, enter into transactions with its affiliates, enter into certain sale and leaseback transactions, create certain dividend and payment restrictions on its restricted subsidiaries, and designate its subsidiaries as unrestricted subsidiaries.
−Removed: On October 14, 2016, the Company entered into an ABL credit agreement (the “ABL Credit Agreement”) with certain bank lenders establishing a senior secured revolving asset-based lending facility (the “ABL Facility”) of $ 60,000 subject to a borrowing base composed of its eligible accounts receivable and inventory.
−Removed: The ABL Facility may be used for revolving credit loans, swingline loans and letters of credit from time to time up to an initial maximum principal amount of $ 60,000 , subject to the limitations described below in this paragraph.
−Removed: Under certain conditions, Pyxus may solicit the ABL Facility lenders or other prospective lenders to provide additional revolving loan commitments under the ABL Facility in an aggregate amount not to exceed $ 15,000 (less the aggregate principal amount of any notes exceeding $ 275,000 issued under the First Lien Notes Indenture).
−Removed: The maximum amount available under the revolving credit facility is limited by a borrowing base consisting of eligible accounts receivable and inventory as follows:
−Removed: • 85 % of eligible accounts receivable, plus
−Removed: • the lesser of (i) 85 % of the appraised net-orderly-liquidation value of eligible inventory or (ii) 65 % of eligible inventory valued at the lower of cost (based on a first-in first-out basis) and market value thereof (net of intercompany profits).
−Removed: The borrowing base is subject to a $ 25,000 deduction and customary reserves, which are to be established by the agent for the ABL Facility lenders in its permitted discretion from time to time.
−Removed: At March 31, 2020, $ 44,900 in borrowings were outstanding under the ABL Facility and $ 15,100 was available for borrowing.
−Removed: Borrowing is permitted under the ABL Credit Facility only to the extent that, after consideration of the application of the proceeds of the borrowing, the Company’s unrestricted cash and cash equivalents would not exceed $ 180,000 .
−Removed: At March 31, 2020, the Company’s unrestricted cash and cash equivalents was $ 170,208 .
−Removed: In addition, loans under the ABL Facility shall not be made if after incurrence of such loans there will be more than $ 180,000 of unrestricted cash and cash equivalents in the aggregate in the consolidated balance sheet of the Company and its subsidiaries.
−Removed: The ABL Facility permits both base rate borrowings and LIBOR borrowings.
−Removed: Borrowings under the ABL Facility bear interest at an annual rate equal to LIBOR plus 250 basis points or 150 basis points above base rate, as applicable, with a fee on unused borrowings initially at an annual rate of 50 basis points until March 31, 2017 and thereafter at annual rates of either 37.5 or 50 basis points based on average quarterly historical utilization under the ABL Facility.
−Removed: The ABL Facility is scheduled to mature on January 14, 2021.
−Removed: In addition, customary mandatory prepayments of the loans under the ABL Facility are required upon the occurrence of certain events including, without limitation, certain dispositions of assets outside of the ordinary course of business in respect of certain collateral securing the ABL Facility, unrestricted cash and cash equivalents on the Company’s consolidated balance sheet exceeding $ 180,000 for a period of seven consecutive business days, and certain casualty and condemnation events.
−Removed: The Company’s obligations under the ABL Facility (and certain related obligations and obligations in respect of certain hedging arrangements) are (a) guaranteed by the Current Guarantors and are required to be guaranteed by each material domestic subsidiary of Pyxus (collectively with the Company, the “Credit Parties”) and (b) secured by the Collateral.
−Removed: The liens and other security interests granted by the Credit Parties on the Collateral for the benefit of the ABL Lenders (and certain related secured parties) are, subject to certain permitted liens, secured by first-priority security interests on a pari passu basis with the security interests securing the First Lien Notes, with respective priorities in a waterfall with respect to portions of the Collateral as set forth in the Senior Lien Intercreditor Agreement described above.
−Removed: Under the terms of the ABL Facility, if (i) an event of default has occurred and is continuing or (ii) excess borrowing availability under the ABL Facility (based on the lesser of the commitments thereunder and the borrowing base) (the “Excess Availability”) falls below the greater of (x) $ 12,500 and (y) 25 % of the lesser of (A) the commitments under the ABL Facility
−Removed: at such time and (B) the borrowing base at such time (such greater amount being the “Cash Dominion Threshold”) for more than three consecutive business days, the Credit Parties will become subject to cash dominion, which will require daily prepayment of loans under the ABL Facility with the cash deposited in certain deposit accounts of the Credit Parties, including concentration accounts, and will restrict the Credit Parties’ ability to transfer cash from their concentration accounts to their disbursement accounts.
−Removed: Such cash dominion period shall end when (i) if arising as a result of a continuing event of default, such event of default ceases to exist, or (ii) if arising as a result of non-compliance with the Excess Availability threshold, Excess Availability shall be equal to or greater than the Cash Dominion Threshold for a period of 30 consecutive days.
−Removed: The ABL Credit Agreement governing the ABL Facility contains a covenant requiring that the Company’s fixed charge coverage ratio be no less than 1.00 to 1.00 during any period commencing when Excess Availability is less than the greater of (x) $ 10,000 and (y) 20 % of the lesser of (A) the commitments under the ABL Facility at such time and (B) the borrowing base at such time (such greater amount being the “Financial Covenant Threshold”) until such time as Excess Availability has been equal to or greater than the Financial Covenant Threshold for a period of 30 consecutive days.
−Removed: The ABL Credit Agreement governing the ABL Facility contains customary representations and warranties, affirmative and negative covenants (subject, in each case, to exceptions and qualifications) and events of defaults, including covenants that limit the Company’s ability to, among other things incur certain guarantees, merge, consolidate or dispose of substantially all of its assets, grant liens on assets, pay dividends, redeem stock or make other distributions or restricted payments, create certain dividend and payment restrictions on subsidiaries, repurchase or redeem capital stock or prepay subordinated or certain other material debt (including the First Lien Notes and the Company’s senior secured second lien notes due 2021), make certain investments, agree to restrictions on the payment of dividends to Pyxus by its subsidiaries, sell or otherwise dispose of assets, including equity interests of subsidiaries, enter into transactions with affiliates, enter into certain sale and leaseback transactions.
−Removed: The ABL credit agreement restricts the Company from paying any dividends during the term of this facility subject to the satisfaction of specified financial ratios.
−Removed: In addition, the indentures governing the Company's First Lien Notes and its senior secured second lien notes due 2021 contain similar restrictions and also prohibits the payment of dividends and other distributions if the Company fails to satisfy a ratio of consolidated EBITDA to fixed charges of at least 2.0 to 1.0.
−Removed: At March 31, 2020, the Company did not satisfy this fixed charge coverage ratio.
−Removed: Senior Secured Second Lien Notes
−Removed: On August 1, 2013, the Company issued $ 735,000 in aggregate principal amount of its 9.875 % senior secured second lien notes due 2021 (the "Second Lien Notes").
−Removed: The Second Lien Notes were sold at 98 % of the face value, for gross proceeds of approximately $ 720,300 .
−Removed: The Second Lien Notes bear interest at a rate of 9.875 % per year, payable semi-annually in arrears in cash on January 15 and July 15 of each year, beginning January 15, 2014, to holders of record at the close of business on the preceding January 1 and July 1, respectively.
−Removed: The Second Lien Notes are scheduled to mature on July 15, 2021.
−Removed: The Second Lien Notes are secured by a second priority lien on specified property of Pyxus International, Inc., Alliance One International, LLC, and Alliance One North America, LLC.
−Removed: The indenture governing the Second Lien Notes restricts (subject to exceptions and qualifications) the Company's ability and the ability of its restricted subsidiaries to, among other things, incur additional indebtedness or issue disqualified stock or preferred stock, pay dividends and make other restricted payments (including restricted investments), sell assets, create liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets, enter into transactions with its affiliates, enter into certain sale and leaseback transactions, create certain dividend and payment restrictions on its restricted subsidiaries, and designate its subsidiaries as unrestricted subsidiaries.
−Removed: The Second Lien Notes are guaranteed by Alliance One International, LLC and Alliance One North America, LLC.
−Removed: The indenture governing the Second Lien Notes requires the Company's future material domestic subsidiaries to also guarantee the Second Lien Notes.
−Removed: If a change of control (as defined in the indenture governing the Second Lien Notes) occurs at any time, holders of the Second Lien Notes will have the right, at their option, to require the Company to repurchase all or a portion of the Second Lien Notes for cash at a price equal to 101 % of the principal amount of Second Lien Notes being repurchased, plus accrued and unpaid interest and special interest, excluding, the date of repurchase.
−Removed: In connection with the issuance of the Second Lien Notes, the Company entered into a registration rights agreement that requires the Company to pay additional special interest on the Second Lien Notes, at increasing annual rates up to a maximum of 1.0 % per year, if the Company fails to timely comply with its registration obligations thereunder.
−Removed: Pursuant to the registration rights agreement, on December 20, 2013, the Company completed a registered exchange offer in which it offered to exchange for the outstanding Second Lien Notes an equal amount of new Second Lien Notes having identical terms in all material respects.
−Removed: During the year ended March 31, 2020, the Company did not purchase Second Lien Notes on the open market.
−Removed: During the year ended March 31, 2019, the Company purchased $ 27,260 of the Second Lien Notes on the open market.
−Removed: All purchased securities were canceled leaving $ 635,686 of the Second Lien Notes outstanding at March 31, 2019.
−Removed: Associated costs paid were $ 68 and related discounts were $( 2,293 ) resulting in net cash repayment of $ 25,987 and recorded in repayment of long-term borrowings in the consolidated statements of cash flows.
−Removed: Deferred financing costs and amortization of original issue discount of $ 472 were accelerated.
−Removed: Covenants Limiting Dividends
−Removed: The ABL Credit Agreement restricts the Company from paying any dividends during the term of the ABL Facility subject to the satisfaction of specified financial ratios.
−Removed: In addition, the indentures governing the First Lien Notes and the Second Lien Notes contain similar restrictions and also prohibit the payment of dividends and other distributions if the Company fails to satisfy a ratio of consolidated EBITDA to fixed charges of at least 2.0 to 1.0.
−Removed: At March 31, 2020, the Company did not satisfy this fixed charge coverage ratio.
−Removed: The Company may from time to time not satisfy this ratio and failure to meet this fixed charge coverage ratio does not constitute an event of default.
−Removed: Foreign Seasonal Lines of Credit
−Removed: As of March 31, 2020, the Company did not have any long-term foreign seasonal lines of credit outstanding.
−Removed: Summary of Debt
−Removed: The following table summarizes the Company’s debt financing:
−Removed: March 31, 2020
−Removed: Outstanding Lines and
−Removed: March 31, 2019 March 31, 2020 Letters Interest Long Term Debt Repayment Schedule by Fiscal Year
−Removed: Available Rate 2021 2022 2023 2024 2025 Later
−Removed: Senior secured credit facility:
−Removed: ABL Facility (1)
−Removed: — 44,900 15,100 4.3 % (2) 44,900 $ — $ — $ — $ — $ —
−Removed: Senior notes:
−Removed: 8.5 % senior secured first lien notes due 2021 (3)
−Removed: 270,883 272,871 — 8.5 % — 272,871 — — — —
−Removed: 9.875 % senior secured second lien notes due 2021 (4)
−Removed: 627,147 630,737 — 9.9 % — 630,737 — — — —
−Removed: Other long-term debt 688 856 66 5.2 % (2) 148 148 148 148 79 185
−Removed: Notes payable to banks (5)
−Removed: 428,961 540,157 192,561 6.9 % (2) — — — — — —
−Removed: Total debt $ 1,327,679 $ 1,489,521 $ 207,727 $ 45,048 903,756 $ 148 $ 148 $ 79 $ 185
−Removed: Short-term (5)
−Removed: $ 428,961 $ 540,157
−Removed: Long-term debt current $ 332 $ 45,048
−Removed: Long-term debt 898,386 904,316
−Removed: $ 898,718 $ 949,364
−Removed: Letters of credit $ 5,399 $ 7,027 5,772
−Removed: Total credit available $ 213,499
−Removed: (1) As of March 31, 2020, $15,100 was available under the ABL facility.
−Removed: Borrowing is permitted under the ABL Credit Facility only to the extent that, after consideration of the application of the proceeds of the borrowing, the Company’s unrestricted cash and cash equivalents would not exceed $ 180,000 .
−Removed: At March 31, 2020, the Company’s unrestricted cash and cash equivalents did not exceed $ 180,000 .
−Removed: (2) Weighted average rate for the twelve months ended March 31, 2020.
−Removed: (3) Repayment of $ 272,871 is net of original issue discount of $ 673 and unamortized debt issuance of $ 1,456 .
−Removed: Total repayment will be $ 275,000 .
−Removed: (4) Repayment of $ 630,737 is net of original issue discount of $ 2,823 and unamortized debt issuance of $ 2,126 .
−Removed: Total repayment will be $ 635,686 .
−Removed: (5) Primarily foreign seasonal lines of credit.
−Removed: (Loss) Earnings Per Share
−Removed: The following summarizes the computation of (loss) earnings per share:
−Removed: Years Ended March 31,
−Removed: (in thousands, except per share data) 2020 2019 2018
−Removed: Basic (loss) earnings per share:
−Removed: Net (loss) income attributable to Pyxus International, Inc.
−Removed: $ ( 264,661 ) $ ( 70,467 ) $ 52,436
−Removed: Weighted Average Number of Shares Outstanding 9,148 9,054 8,989
−Removed: Basic (loss) earnings per share $ ( 28.93 ) $ ( 7.78 ) $ 5.83
−Removed: Diluted (loss) earnings per share:
−Removed: Net (loss) income attributable to Pyxus International, Inc.
−Removed: $ ( 264,661 ) $ ( 70,467 ) $ 52,436
−Removed: Weighted average number of shares outstanding (1)
−Removed: 9,148 9,054 8,989
−Removed: Restricted shares issued and shares applicable to stock options and restricted stock units, net of shares assumed to be purchased from proceeds at average market price (2)
−Removed: Adjusted weighted average number of shares outstanding 9,148 9,054 9,022
−Removed: Diluted (loss) earnings per share $ ( 28.93 ) $ ( 7.78 ) $ 5.81
−Removed: (1) 785 shares of common stock were owned by a wholly owned subsidiary as of March 31, 2020, 2019, and 2018.
−Removed: (2) Outstanding restricted shares, shares applicable to stock options, and restricted stock units are excluded because their inclusion would have an antidilutive effect on the loss per share.
−Removed: The dilutive shares would have been 23 and 63 for the years ended March 31, 2020 and 2019, respectively.
−Removed: Certain potentially dilutive options were not included in the computation of (loss) earnings per diluted share because their effect would be antidilutive.
−Removed: Potential common shares are also considered antidilutive in the event of a net loss.
−Removed: The number of potential shares outstanding that were considered antidilutive and that were excluded from the computation of diluted (loss) earnings per share, weighted for the portion of the period they were outstanding were as follows:
−Removed: Years Ended March 31,
−Removed: 2020 2019 2018
−Removed: Antidilutive stock options and other awards 427 427 427
−Removed: Antidilutive stock options and other awards under stock-based compensation programs excluded based on reporting a net loss for the period 25 — —
−Removed: Total common stock equivalents excluded from diluted loss per share 452 427 427
−Removed: Weighted average exercise price $ 56.64 $ 60.00 $ 60.00
−Removed: Other Comprehensive (Loss) Income
−Removed: The following summarizes changes in each component of accumulated other comprehensive loss, net of tax, attributable to the Company:
−Removed: Currency Translation Adjustment Pensions, Net of Tax Derivatives, Net of Tax Accumulated Other Comprehensive Loss
−Removed: Balances at March 31, 2017 $ ( 22,293 ) $ ( 36,654 ) $ ( 1,100 ) $ ( 60,047 )
−Removed: Other comprehensive income (loss) before reclassifications 9,611 ( 2,121 ) 1,100 8,590
−Removed: Amounts reclassified to net income, net of tax — 6,195 — 6,195
−Removed: Other comprehensive income, net of tax 9,611 4,074 1,100 14,785
−Removed: Balances at March 31, 2018 ( 12,682 ) ( 32,580 ) — ( 45,262 )
−Removed: Other comprehensive (loss) income before reclassifications ( 9,297 ) 4,145 ( 4,513 ) ( 9,665 )
−Removed: Impact of adoption of ASU 2018-02
−Removed: — ( 2,931 ) — ( 2,931 )
−Removed: Amounts reclassified to net loss, net of tax — ( 5,383 ) 1,899 ( 3,484 )
−Removed: Other comprehensive loss, net of tax ( 9,297 ) ( 4,169 ) ( 2,614 ) ( 16,080 )
−Removed: Balances at March 31, 2019 ( 21,979 ) ( 36,749 ) ( 2,614 ) ( 61,342 )
−Removed: Other comprehensive (loss) income before reclassifications ( 530 ) ( 2,825 ) ( 186 ) ( 3,541 )
−Removed: Amounts reclassified to net loss, net of tax — 2,420 3,331 5,751
−Removed: Other comprehensive (loss) income, net of tax ( 530 ) ( 405 ) 3,145 2,210
−Removed: Balances at March 31, 2020 $ ( 22,509 ) $ ( 37,154 ) $ 531 $ ( 59,132 )
−Removed: The following summarizes amounts by component, reclassified from accumulated other comprehensive loss to net (loss) income:
−Removed: Years Ended March 31, Affected Line Item in the Consolidated
−Removed: 2020 2019 2018 Statements of Operations
−Removed: Pension and postretirement plans (1) :
−Removed: Actuarial loss $ 3,111 $ 3,238 $ 2,513 Interest expense
−Removed: Amortization of prior service cost (credit) ( 666 ) ( 666 ) ( 667 ) Interest expense
−Removed: Deferred income tax benefit — ( 7,607 ) 4,448
−Removed: Amounts reclassified from accumulated other comprehensive income (loss) to net income (loss), gross 2,445 ( 5,035 ) 6,294
−Removed: Tax effects of amounts reclassified from accumulated other comprehensive loss to net income ( 25 ) ( 348 ) ( 99 )
−Removed: Amounts reclassified from accumulated other comprehensive loss to net income, net $ 2,420 $ ( 5,383 ) $ 6,195
−Removed: (1) Amounts are included in net periodic benefit costs for pension and postretirement plans.
−Removed: Years Ended March 31, Affected Line Item in the Consolidated
−Removed: 2020 2019 2018 Statements of Operations
−Removed: Losses reclassified to cost of goods sold $ 3,331 $ 1,899 $ 1,818
−Removed: Amounts reclassified from accumulated other comprehensive loss to net income, gross 3,331 1,899 1,818 Cost of goods and services sold
−Removed: Tax effects of amounts reclassified from accumulated other comprehensive loss to net income — ( 399 ) ( 382 )
−Removed: Amounts reclassified from accumulated other comprehensive loss to net income, net $ 3,331 $ 1,500 $ 1,436
−Removed: The following summarizes amounts guaranteed and the fair value of those guarantees:
−Removed: Amounts guaranteed (not to exceed) $ 138,953 $ 143,298
−Removed: Amounts outstanding under guarantee (1)
−Removed: 48,565 103,846
−Removed: Fair value of guarantees 2,791 3,714
−Removed: (1) The guarantees outstanding at March 31, 2020 expire within one year .
−Removed: As of March 31, 2020 and 2019, the Company had balances of $ 6,849 and $ 18,659 due to local banks on behalf of suppliers for government subsidized rural credit financing.
−Removed: Stock–Based Compensation
−Removed: The following summarizes stock-based compensation expense:
−Removed: Years Ended March 31,
−Removed: 2020 2019 2018
−Removed: Restricted stock awards $ 517 $ 563 $ 441
−Removed: Restricted stock units 714 981 682
−Removed: Compensation expense for stock-based compensation plans $ 1,231 $ 1,544 $ 1,189
−Removed: Unrecognized stock-based compensation expense $ 501 $ 1,221 $ 1,095
−Removed: The following summarizes the maximum number of shares available for issuance and the number of remaining shares available for issuance as of March 31, 2020:
−Removed: 2016 Plan 2007 Plan Total
−Removed: Maximum number of shares available for issuance 1,800 209 2,009
−Removed: Number of remaining shares available for issuance 1,142 209 1,351
−Removed: Total equity awards outstanding are 493 shares, inclusive of 427 share awards granted and outstanding under the 2007 plan and 66 share awards granted under the 2016 Plan.
−Removed: Shares issued are new shares which have been authorized and designated for award under the plans.
−Removed: Restricted Stock Awards
−Removed: The following summarizes the activity in restricted stock:
−Removed: Restricted Stock Shares Weighted Average
−Removed: Restricted at March 31, 2017 — $ —
−Removed: Granted 28 26.05
−Removed: Vested ( 28 ) 26.05
−Removed: Restricted at March 31, 2018 — —
−Removed: Granted 32 17.48
−Removed: Vested ( 32 ) 17.48
−Removed: Restricted at March 31, 2019 — —
−Removed: Granted 49 10.63
−Removed: Vested ( 49 ) 10.63
−Removed: Restricted at March 31, 2020 — —
−Removed: Restricted Stock Units
−Removed: The following summarizes the activity in restricted stock units:
−Removed: Restricted Stock Units Shares Weighted Average
−Removed: Outstanding at March 31, 2017 104 $ 16.84
−Removed: Granted 58 11.75
−Removed: Vested ( 45 ) 17.61
−Removed: Forfeited ( 1 ) 17.99
−Removed: Outstanding at March 31, 2018 116 14.01
−Removed: Granted 68 15.94
−Removed: Vested ( 56 ) 14.35
−Removed: Forfeited ( 4 ) 14.84
−Removed: Outstanding at March 31, 2019 124 14.90
−Removed: Granted 2 18.29
−Removed: Vested ( 60 ) 15.09
−Removed: Forfeited ( 2 ) 14.57
−Removed: Outstanding at March 31, 2020 64 14.81
−Removed: Derivative Financial Instruments
−Removed: As of March 31, 2020 and 2019, accumulated other comprehensive loss includes $ 531 and $ 2,614 , net of tax of $ 0 and $ 695 , for unrealized losses related to designated cash flow hedges, respectively.
−Removed: The Company recorded losses of $ 3,331 , $ 1,899 , and $ 1,818 in its cost of goods and services sold for the years ended March 31, 2020, 2019, and 2018, respectively.
−Removed: The Company recorded current derivative assets of $ 0 and $ 186 as of March 31, 2020 and 2019, respectively.
−Removed: There were no derivatives contracts outstanding as of March 31, 2020.
+Added: As described in “ Note 3.
+Added: Emergence from Voluntary Reorganization under Chapter 11 ”, on August 24, 2020, as part of the Chapter 11 plan of reorganization, Old Pyxus completed a series of transactions pursuant to which the business assets and operations of Old Pyxus were vested in a new Virginia corporation, Pyxus Holdings, which is an indirect subsidiary of the Company.
+Added: Under the Plan, suppliers, vendors, employees, trade partners, foreign lenders and landlords were unimpaired and were to be satisfied in full in the ordinary course of business, and the existing trade and customer contracts and terms of Old Pyxus were to be maintained by the Company and its subsidiaries.
+Added: Commencing upon the Effective Date, the Company, through its subsidiaries, continued to operate the Old Pyxus business in the ordinary course.
+Added: Old Pyxus, which retained no assets, has commenced a dissolution and is being wound down.
+Added: The tax attributes generated by Old Pyxus’ foreign subsidiaries (net operating loss carryforwards and income tax credits) survived the Chapter 11 proceedings and the Company expects, to the extent that a valuation allowance is not applicable, to use these tax attributes to reduce future tax liabilities.
+Added: With regard to the U.S., tax attributes not utilized as part of the Chapter 11 proceedings or asset sale to Pyxus Holdings pursuant to the Plan will expire unutilized.
+Added: The Company entered into a transfer agreement with Old Pyxus to transfer and assume the liability for unpaid installments payments of Old Pyxus under Internal Revenue Code Section 965(h) (i.e.
+Added: transition tax) in the amount of $ 8,543 .
Accounting for Uncertainty in Income Taxes
−Removed: As of March 31, 2020, 2019, and 2018, the Company’s unrecognized tax benefits totaled $ 19,481 , $ 11,663 , and $ 8,342 , respectively, of which $ 10,648 would impact the Company’s March 31, 2020 effective tax rate, if recognized.
The following summarizes the changes to unrecognized tax benefits:
−Removed: 2020 2019 2018
+Added: Successor Predecessor
+Added: March 31, 2021 Year ended
+Added: March 31, 2020 Year ended
+Added: March 31, 2019
Balance at April 1 $ 19,481 $ 11,663 $ 8,342
3 unchanged sentences
Reduction for settlements ( 130 ) ( 1,558 ) ( 3,947 )
+Added: Reorganization and Fresh Start Reporting ( 5,246 ) — —
Balance at March 31 (1)
−Removed: The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense.
−Removed: During the years ended March 31, 2020 and 2019, the Company reduced interest, penalties, and related exchange losses pertaining to unrecognized tax benefits of $( 33 ) and $( 1,096 ), respectively.
−Removed: As of March 31, 2020, accrued interest and penalties totaled $ 1,209 and $ 815 , respectively.
−Removed: During the year ending March 31, 2020, the Company reduced its accrued interest and penalties by $ 263 related to the expiration of statute of limitations.
−Removed: As of March 31, 2019, accrued interest and penalties totaled $ 1,175 and $ 883 , respectively.
−Removed: During the fiscal year ending March 31, 2020, the Company’s total liability for unrecognized tax benefits, including the related interest and penalties, and associated exchange losses, increased from $ 13,720 to $ 21,505 .
−Removed: The change in the liability for unrecognized tax benefits relates to additional reserves recorded in the U.S.
−Removed: of $ 6,280 , expiration of statute of limitations of approximately $ 185 and increases related to prior period foreign positions of approximately $ 2,880 .
−Removed: Of the change in the liability for unrecognized tax benefits, unrecognized tax benefits of $ 1,532 and $ 4,799 were recorded as a reduction of the foreign tax credit and the U.S.
−Removed: federal net operating loss carryforward, respectively.
−Removed: federal foreign tax credit carryforward was reduced for certain positions reflected in the computation of the transition tax as filed on the U.S.
−Removed: tax return in the fourth quarter.
−Removed: The Company amended its March 31, 2018 U.S.
−Removed: Federal income tax return to account for the impact of, (i) the release of final Regulations under IRC Section 965 and (ii) changes in underlying facts and circumstances.
−Removed: federal net operating loss carryforward was reduced to reflect the impacts of certain tax accounting methods on global intangible low-taxed income (“GILTI”).
+Added: $ 18,358 $ 19,481 $ 11,663
+Added: (1) As of March 31, 2021, $ 14,771 would impact the Company’s effective tax rate, if recognized.
+Added: The following summarizes changes in the Company's accrued interest and penalties for unrecognized tax benefits:
+Added: Interest Penalties
+Added: Balance at March 31, 2020 (Predecessor) $ 1,209 $ 815
+Added: Impact of changes in exchange rates ( 35 ) ( 54 )
+Added: Reduction for expiration of statute of limitations ( 71 ) ( 136 )
+Added: Other 371 145
+Added: Balance at March 31, 2021 (Successor) $ 1,474 $ 770
To the extent that they represent an underpayment of taxes, the Company expects to continue accruing interest expenses related to the remaining unrecognized tax benefits.
−Removed: Additionally, the Company is subject to fluctuations in the unrecognized tax liability due to currency exchange rate movements.
+Added: During the fiscal year ended March 31, 2021, the Company’s total liability for unrecognized tax benefits, including the related interest and penalties, and associated exchange losses, decreased from $ 21,505 to $ 20,602 .
+Added: The change in the liability for unrecognized tax benefits was primarily driven by a reduction of reserves recorded in the U.S.
+Added: of $ 5,246 , expiration of statute of limitations of approximately $ 354 and was partially offset by increases for new foreign positions of approximately $ 4,619 .
The Company does not foresee settling material positions currently accrued for in the next twelve months.
−Removed: In addition, it is reasonably possible that the Company's unrecognized tax benefits may decrease in the next twelve months by $ 363 due to the expiration of the statute of limitations, but the Company must acknowledge circumstances can change due to unexpected developments in the law.
−Removed: In certain jurisdictions, tax authorities have challenged positions that the Company has taken that resulted in recognizing benefits that are material to its financial statements.
−Removed: The Company believes it is more likely than not that it will prevail in these situations and accordingly have not recorded liabilities for these positions.
+Added: However, it is reasonably possible that the Company's unrecognized tax benefits may decrease in the next twelve months by $ 288 due to the expiration of the statute of limitations.
+Added: As the various taxing authorities continue with their examination process, the Company will adjust its reserves accordingly to reflect the current status.
+Added: In certain jurisdictions, tax authorities have challenged filing positions that that resulted in recognizing benefits that are material to its financial statements.
+Added: However, the Company believes it is more likely than not that it will prevail in these situations and accordingly has not recorded liabilities for these positions.
The Company expects the challenged positions to be settled at a time greater than twelve months from its balance sheet date.
8 unchanged sentences
The components of loss before income taxes, equity in net income of investee companies, and minority interests consisted of the following:
−Removed: Years Ended March 31,
−Removed: 2020 2019 2018
+Added: Successor Predecessor
+Added: Seven months ended March 31, 2021 Five months ended August 31, 2020 Year ended
+Added: March 31, 2020 Year ended
+Added: March 31, 2019
$ ( 54,688 ) $ 28,350 $ ( 111,532 ) $ ( 86,315 )
2 unchanged sentences
The details of the amount shown for income taxes in the statements of consolidated operations and comprehensive loss are as follows:
−Removed: Years Ended March 31,
−Removed: 2020 2019 2018
+Added: Successor Predecessor
+Added: Seven months ended March 31, 2021 Five months ended August 31, 2020 Year ended
+Added: March 31, 2020 Year ended
+Added: March 31, 2019
Federal $ 142 $ 135 $ ( 1,115 ) $ 2,018
−Removed: 22,065 22,741 22,972
+Added: State — — — —
13,424 10,718 22,065 22,741
+Added: Total Current 13,566 10,853 20,950 24,759
Federal 6,370 ( 6,823 ) 102,658 6,129
−Removed: 8,181 6,952 8,802
+Added: State — — — —
( 6,721 ) ( 3,738 ) 8,181 6,952
+Added: Total Deferred ( 351 ) ( 10,561 ) 110,839 13,081
Total $ 13,215 $ 292 $ 131,789 $ 37,840
1 unchanged sentence
statutory federal income tax rate to income are as follows:
−Removed: Years Ended March 31,
−Removed: 2020 2019 2018
+Added: Successor Predecessor
+Added: Seven months ended March 31, 2021 Five months ended August 31, 2020 Year ended
+Added: March 31, 2020 Year ended
+Added: March 31, 2019
Tax benefit at U.S.
5 unchanged sentences
Change in valuation allowance 16,990 2,124 117,553 17,622
−Removed: Increase (decrease) in reserves for uncertain tax positions 10,807 5,304 ( 5,871 )
+Added: Increase in reserves for uncertain tax positions 1,264 1,346 10,807 5,304
Change in tax rates ( 934 ) 1,451 822 ( 66 )
10 unchanged sentences
Goodwill impairment — — 5,775 —
+Added: Reorganization/Fresh Start Reporting 38 ( 10,286 ) — —
+Added: Canadian Cannabis Subsidiaries Deconsolidation 22,203 — — —
Actual tax expense (benefit) $ 13,215 $ 292 $ 131,789 $ 37,840
The following summarizes deferred tax (liabilities) assets:
+Added: Successor Predecessor
+Added: March 31, 2021 March 31, 2020
Deferred tax assets:
6 unchanged sentences
Non-deductible interest carryforward 16,446 28,364
+Added: Fixed assets 5,101 —
Other 2,453 5,209
6 unchanged sentences
Fixed assets — ( 5,419 )
+Added: Unrealized exchange gains ( 1,063 ) —
+Added: Other ( 2,242 ) —
Total deferred tax liabilities $ ( 34,594 ) $ ( 34,924 )
−Removed: Net deferred tax liability (asset) $ 22,901 $ ( 89,638 )
+Added: Net deferred tax liability $ ( 5,881 ) $ ( 22,901 )
The following summarizes the breakdown between deferred tax assets (liabilities):
+Added: Successor Predecessor
+Added: March 31, 2021 March 31, 2020
Noncurrent asset $ 7,063 $ 2
1 unchanged sentence
Net deferred tax liability (asset) $ ( 5,881 ) $ ( 22,901 )
+Added: During the year ended March 31, 2021, the net deferred tax liability balance decreased by $ 6,108 for certain adjustments not included in the deferred tax expense.
+Added: The adjustments are primarily related to the Company’s emergence from U.S.
+Added: Chapter 11 bankruptcy and resulting fresh start reporting, deferred tax assets related to pension accruals recorded in equity as part of other comprehensive income loss, and currency translation adjustments.
The following summarizes the change in the Company's valuation allowance for deferred tax assets:
−Removed: Balance at March 31, 2017 $ 131,774
+Added: Balance at March 31, 2018 (Predecessor) $ 19,742
Changes to expenses 18,073
1 unchanged sentence
Deductions (1)
−Removed: Balance at March 31, 2018 $ 19,742
+Added: Balance at March 31, 2019 (Predecessor) $ 36,524
Changes to expenses (4)
1 unchanged sentence
Deductions (1)
−Removed: Balance at March 31, 2019 $ 36,524
+Added: Balance at March 31, 2020 (Predecessor) $ 151,058
Changes to expenses 19,114
1 unchanged sentence
Deductions (3)
−Removed: Balance at March 31, 2020 $ 151,058
+Added: Balance at March 31, 2021 (Successor) $ 25,273
(1) Currency translation and direct write-off.
(2) Accumulated other comprehensive loss.
−Removed: (3) Deferred tax on unremitted earnings of foreign subsidiaries
−Removed: (4) Release of U.S.
−Removed: valuation allowance and adjustments of $ 114,288 due to Tax Cut and Jobs Act
+Added: (3) Release of valuation allowance related to emergence from U.S.
+Added: Chapter 11 Bankruptcy and related fresh start reporting as well as deconsolidation of the Canadian Cannabis Subsidiaries.
(4) Build of global valuation allowances related to the Company’s financial position.
−Removed: During the year ended March 31, 2020, the net deferred tax asset balance decreased by $ 1,700 for certain adjustments not included in the deferred tax expense (benefit), primarily for deferred tax assets related to pension accruals recorded in equity as part of other comprehensive income loss, currency translation adjustments, and other items not included in the deferred tax expense (benefit).
−Removed: For the year ended March 31, 2020, the valuation allowance increased by $ 114,535 , which is inclusive of $( 1,207 ) related to adjustments to other comprehensive income and $( 1,926 ) due to currency translation adjustments.
−Removed: The valuation allowance increased primarily due to changes in facts and circumstance around the Company’s ability to rely on future income to support realization of deferred tax assets, which totaled $ 117,668 .
−Removed: The valuation allowance is based on the Company's assessment that it is more likely than not that a majority of deferred tax assets, primarily U.S.
−Removed: net operating losses, deferred interest expense, and foreign tax credits, will not be realized in the foreseeable future.
−Removed: This is principally due to the impact of the Company's current and foreseeable capital structure.
−Removed: At March 31, 2020, the Company has U.S federal tax loss carryovers of $ 370,444 , non-U.S.
−Removed: tax loss carryovers of $ 55,159 , and U.S.
−Removed: state tax loss carryovers of $ 627,890 .
−Removed: federal tax loss carryovers, $ 358,739 will expire in 2031 and thereafter and $ 11,705 can be carried forward indefinitely.
−Removed: Of the non-U.S.
−Removed: tax loss carryovers, $ 10,802 will expire within the next five years , $ 41,239 will expire in later years, and $ 3,118 can be carried forward indefinitely.
−Removed: state tax loss carryovers, $ 1,495 will expire within the next five years , $ 614,383 will expire in later years, and $ 12,013 can be carried forward indefinitely.
−Removed: The Company is recognizing a tax benefit related to tax losses generated in the current year of $ 4,758 to be utilized in foreign jurisdictions.
−Removed: As of March 31, 2020, the Company has foreign tax credit carryovers in the U.S.
−Removed: of $ 4,555 , of which $ 2,663 will expire within the next five years .
−Removed: These amounts reflect gross net operating losses ("NOLs") and foreign tax credits for tax return basis, which are different from financial statement attributes primarily due to the reduction of the financial statement NOLs and foreign tax credits under the FASB's guidance on accounting for uncertainty in income taxes.
−Removed: As of March 31, 2020, the Company had Canadian investment tax credit carryforwards of approximately $ 274 that will expire beyond five years.
Realization of deferred tax assets is dependent on generating sufficient taxable income in the appropriate timeframe and of the appropriate character.
−Removed: Although expiration is not assured, the Company believes it is more likely than not that a majority of the deferred tax assets will not be realized.
−Removed: As a result, the Company has recorded a valuation allowance on its deferred tax assets.
−Removed: The amount of the deferred tax assets considered realizable could be reduced or increased if estimates of future taxable income change during the carryover period.
−Removed: A provision of $ 17,254 has been made for U.S.
−Removed: and foreign taxes that may result from future remittances of foreign earnings of $ 203,510 .
−Removed: No provision has been made for U.S.
−Removed: or foreign taxes that may result from future remittances of approximately $ 381,046 at March 31, 2020 and $ 486,678 at March 31, 2019 of undistributed earnings of foreign subsidiaries because the Company expects that such earnings will be reinvested overseas indefinitely.
−Removed: Due to the one-time transition tax on foreign earnings required by the 2017 Tax Cuts and Jobs Act and fiscal 2020 earnings being subject to GILTI inclusion, additional taxes due with respect to such earnings or the excess of the amount for financial reporting over the tax basis of the Company’s foreign investments would generally be limited to foreign withholding taxes if the Company’s indefinite reinvestment assertion changes.
−Removed: Determination of the amount of any unrecognized deferred income tax liability on these unremitted earnings is not practicable.
−Removed: Included in the CARES Act are numerous income tax provisions.
−Removed: Some of the provisions are related to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, and technical amendments regarding the income tax depreciation of qualified improvement property.
−Removed: These amendments allow, for taxable years beginning in 2019 and 2020, the base for interest deductibility to increase from 30% to 50% of EBITDA.
−Removed: The Company assessed the tax impact of the CARES Act and did not identify items that that would require revision to the Company's accounting for income taxes.
+Added: The Company believes that it is more likely than not that a portion of the deferred tax assets will be realized, but realization of all tax assets is not assured.
+Added: As a result, the Company has recorded a valuation allowance on its deferred tax assets not expected to be realized.
+Added: The valuation allowance decreased primarily due to the Company’s emergence from U.S.
+Added: Chapter 11 bankruptcy and related fresh start reporting resulting in a decrease of $ 120,744 .
+Added: Additionally, the Company deconsolidated the Canadian Cannabis Subsidiaries resulting in a valuation allowance reduction of $ 23,089 .
+Added: The following table summarizes the amount and expiration dates of our operating loss carryforwards at March 31, 2021:
+Added: Expiration Date Amounts
+Added: federal and state net operating loss carryforwards 2022-2026 —
+Added: federal and state net operating loss carryforwards Thereafter 6
+Added: federal and state net operating loss carryforwards Indefinite 14,477
+Added: net operating loss and tax credit carryforwards 2021-2026 6,326
+Added: net operating loss and tax credit carryforwards Thereafter 6,465
+Added: net operating loss and tax credit carryforwards Indefinite 13,446
+Added: Total $ 40,720
+Added: The Company is recognizing a tax benefit related to tax losses generated in the current year of $ 536 to be utilized in foreign jurisdictions.
+Added: Under current U.S.
+Added: tax regulations, in general, repatriation of foreign earnings to the U.S.
+Added: can be completed with no material incremental U.S.
+Added: However, repatriation of foreign earnings could subject the Company to U.S.
+Added: state and non-U.S.
+Added: jurisdictional taxes (including withholding taxes) on distributions or sales of minority owned investments.
+Added: As of March 31, 2021, the Company has recorded a deferred tax liability of $ 28.8 million for the estimated tax costs associated with the expected repatriation of the Company’s non-indefinitely reinvested foreign earnings.
+Added: No provision has been recorded for U.S.
+Added: or foreign tax costs associated with closing any book over tax basis difference with respect to foreign subsidiary unremitted earnings and profits where an indefinite reinvestment assertion is being made on the basis that this group of foreign subsidiaries either does not expect to have any available excess cash and cash equivalents to remit in the foreseeable future or has specific
+Added: needs for available excess cash.
+Added: The unrecorded tax liability associated with indefinitely reinvested foreign subsidiary earnings is not practicable to estimate due to the inherent complexity of the multi-jurisdictional tax environment in which the Company operates.
+Added: (Loss) Earnings Per Share
+Added: The following summarizes the computation of (loss) earnings per share:
+Added: Successor Predecessor
+Added: Seven months ended March 31, 2021 Five months ended August 31, 2020 Year ended
+Added: March 31, 2020 Year ended
+Added: March 31, 2019
+Added: Basic (loss) earnings per share:
+Added: Net (loss) income attributable to Pyxus International, Inc.
+Added: $ ( 136,686 ) $ 19,037 $ ( 264,661 ) $ ( 70,467 )
+Added: Weighted Average Number of Shares Outstanding 25,000 9,976 9,148 9,054
+Added: Basic (loss) earnings per share $ ( 5.47 ) $ 1.91 $ ( 28.93 ) $ ( 7.78 )
+Added: Diluted (loss) earnings per share:
+Added: Net (loss) income attributable to Pyxus International, Inc.
+Added: $ ( 136,686 ) $ 19,037 $ ( 264,661 ) $ ( 70,467 )
+Added: Weighted average number of shares outstanding (1)
+Added: 25,000 9,976 9,148 9,054
+Added: Restricted shares issued and shares applicable to stock options and restricted stock units, net of shares assumed to be purchased from proceeds at average market price (2)
+Added: Adjusted weighted average number of shares outstanding 25,000 9,992 9,148 9,054
+Added: Diluted (loss) earnings per share $ ( 5.47 ) $ 1.91 $ ( 28.93 ) $ ( 7.78 )
+Added: (1) 0 , 785 , 785 , and 785 shares of common stock were owned by a wholly owned subsidiary as of March 31, 2021, August 31, 2020, and March 31, 2020 and 2019, respectively.
+Added: (2) Outstanding restricted shares, shares applicable to stock options, and restricted stock units are excluded because their inclusion would have an antidilutive effect on the loss per share.
+Added: The dilutive shares would have been 0 and 23 for the years ended March 31, 2021 and 2020, respectively.
+Added: Certain potentially dilutive options were not included in the computation of (loss) earnings per diluted share because their effect would be antidilutive.
+Added: Potential common shares are also considered antidilutive in the event of a net loss.
+Added: The number of potential shares outstanding that were considered antidilutive and that were excluded from the computation of diluted (loss) earnings per share, weighted for the portion of the period they were outstanding were as follows:
+Added: Successor Predecessor
+Added: Seven months ended March 31, 2021 Five months ended August 31, 2020 Year ended
+Added: March 31, 2020 Year ended
+Added: March 31, 2019
+Added: Antidilutive stock options and other awards — 427 427 427
+Added: Antidilutive stock options and other awards under stock-based compensation programs excluded based on reporting a net loss for the period — — 25 —
+Added: Total common stock equivalents excluded from diluted loss per share — 427 452 427
+Added: Weighted average exercise price $ — $ 56.86 $ 56.64 $ 60.00
+Added: Cash, Cash Equivalents, and Restricted Cash
+Added: The following summarizes the composition of restricted cash:
+Added: Successor Predecessor
+Added: March 31, 2021 March 31, 2020
+Added: Compensating balance for short-term borrowings $ 1,017 $ 893
+Added: Escrow 3,459 1,450
+Added: Other 532 532
+Added: Total $ 5,008 $ 2,875
+Added: Inventories, Net
+Added: The following summarizes the composition of inventories, net:
+Added: Successor Predecessor
+Added: March 31, 2021 March 31, 2020
+Added: Processed tobacco $ 534,711 $ 485,764
+Added: Unprocessed tobacco 156,915 178,782
+Added: Other tobacco related 25,979 24,071
+Added: 10,288 41,402
+Added: Total $ 727,893 $ 730,019
+Added: (1) Represents inventory from the other products and services segment.
+Added: The balance as of March 31, 2021 was reduced by $ 13,865 from the deconsolidation of the Canadian Cannabis Subsidiaries and $ 32,116 of cannabis and industrial hemp inventory write-downs driven by shifts in expected future products mix in response to market supply conditions, continued market price compression, and the Company's actions to exit operations of the industrial hemp businesses.
+Added: Advances to Tobacco Suppliers, Ne t
+Added: The mark-up and interest on advances to tobacco suppliers, net capitalized, or to be capitalized into inventory for the current crop, were $ 14,139 and $ 15,468 as of March 31, 2021 and 2020, respectively.
+Added: Unrecoverable advances and other costs capitalized, or to be capitalized into the current crop, were $ 6,183 and $ 6,916 as of March 31, 2021 and 2020, respectively.
+Added: The following summarizes the classification of advances to tobacco suppliers:
+Added: Successor Predecessor
+Added: March 31, 2021 March 31, 2020
+Added: Current $ 43,569 $ 38,877
+Added: Noncurrent 477 1,076
+Added: Total $ 44,046 $ 39,953
+Added: There were $ 1,550 , $( 68 ) , and $ 171 of expenses (income) for unrecovered (recovered) advances from abnormal yield adjustments or unrecovered (recovered) amounts from prior crops for the seven months ended March 31, 2021, five months ended August 31, 2020, and year ended March 31, 2020, respectively.
+Added: On December 18, 2017, the Company completed a purchase of a 40.0 % interest in Criticality, a North Carolina-based industrial hemp company that is engaged in CBD extraction and other applications for industrial hemp in accordance with a pilot program authorized under the federal Agriculture Act of 2014 and applicable North Carolina law.
+Added: On April 22, 2020, the Company acquired the remaining 60.0 % of the equity in Criticality in exchange for consideration consisting of $ 5,000 cash and $ 7,450 for the settlement of the Company's note receivable from Criticality, subject to certain post-closing adjustments.
+Added: The acquisition of Criticality was a business combination achieved in stages, which required the Company to remeasure its previously he ld equity interest in Criticality at its acquisition date fair value.
+Added: This remeasurement resulted in a loss of
+Added: approximately $ 2,667 bei ng recorded in other income (expense), net within the consolidated statements of operations for the five months ended August 31, 2020.
+Added: The assets and liabilities were recorded at their fair value.
+Added: Following the acquisition, the Company recorded certain post-closing purchase price adjustments.
+Added: The intent of the acquisition was to allow the Company to expand its industrial hemp production and product portfolio.
+Added: The following summarizes the fair values of the assets acquired and liabilities assumed as of April 22, 2020:
+Added: Cash and cash equivalents $ 195
+Added: Accounts receivable 1,528
+Added: Advances to suppliers 1,043
+Added: Inventories 3,823
+Added: Other current assets 181
+Added: Property, plant, and equipment 5,060
+Added: Goodwill 6,120
+Added: Total assets acquired 17,950
+Added: Accounts payable 1,654
+Added: Notes payable 7,450
+Added: Other current liabilities 513
+Added: Total liabilities 9,617
+Added: Fair value of equity interest $ 8,333
+Added: The following summarizes the revenue, operating loss, and net loss for Criticality as well as the resulting impact to basic and diluted (loss) earnings per share:
+Added: Successor Predecessor
+Added: Seven months ended March 31, 2021 Five months ended August 31, 2020
+Added: Revenue 139 —
+Added: Operating loss ( 5,713 ) ( 3,117 )
+Added: Net loss ( 12,224 ) ( 3,317 )
+Added: Impact to (loss) earnings per share:
+Added: Basic ( 0.49 ) ( 0.33 )
+Added: Diluted ( 0.49 ) ( 0.33 )
+Added: In December 2020, the Company commenced actions to exit operations of the industrial hemp businesses, including the production and sale of products containing extracts of industrial hemp, including CBD products, by Criticality.
+Added: Refer to “Note 8.
+Added: Restructuring and Asset Impairment Charges” for additional information.
+Added: On January 25, 2018, a Canadian subsidiary of the Company, acquired 75.0 % of the equity in Figr East.
+Added: Figr East is fully licensed to produce and sell medicinal cannabis in the Canadian Province of Prince Edward Island.
+Added: On March 22, 2019, the Canadian subsidiary of the Company acquired an additional 18.0 % interest in Figr East for $ 13,470 in cash.
+Added: On October 15, 2019, the Canadian subsidiary of the Company acquired an additional 1.2 % interest in Figr East for $ 911 in cash.
+Added: As result of these equity positions acquired, the subsidiary's ownership level in Figr East increased to 94.3 %.
+Added: Transaction costs associated with the acquisition of additional interest are expensed as incurred within selling, general, and
+Added: administrative expenses in the consolidated statements of operations.
+Added: Below are the effects of changes in the Company’s ownership interest in Figr East on the Company’s equity:
+Added: Successor Predecessor
+Added: Seven months ended March 31, 2021 Five months ended August 31, 2020 Year ended
+Added: March 31, 2020 Year ended
+Added: March 31, 2019
+Added: Net (loss) income attributable to Pyxus International, Inc.
+Added: shareholders $ ( 136,686 ) $ 19,037 $ ( 264,661 ) $ ( 70,467 )
+Added: Decrease in Pyxus International, Inc.
+Added: equity for purchase of 22.3522 shares in 2019 and 1.4972 shares in 2020 of Figr East:
+Added: Paid in capital — — ( 528 ) ( 6,056 )
+Added: Accumulated other comprehensive income (loss) — — 33 ( 461 )
+Added: Change from net (loss) income attributable to Pyxus International, Inc.
+Added: shareholders and transfer from noncontrolling interest $ ( 136,686 ) $ 19,037 $ ( 265,156 ) $ ( 76,984 )
+Added: On May 10, 2021, a definitive agreement for the sale of the assets of Figr Norfolk was entered into for an estimated purchase price of Cdn.$ 5,000 .
+Added: On June 10, 2021, the Canadian Court approved the sale agreement.
+Added: The consummation of the sale under this agreement is subject to approval of the buyers by Health Canada and the satisfaction of certain other conditions.
+Added: On May 25, 2021, a definitive agreement was entered into with a separate buyer for the sale of the outstanding equity of Figr East and certain intangible assets of Figr Brands for an estimated aggregate purchase price of Cdn.$ 24,750 .
+Added: On June 10, 2021, the Canadian Court approved the sale agreement.
+Added: On June 25, 2021, Health Canada approved the buyers of Figr East and certain intangible assets of Figr Brands.
+Added: The consummation of the sale of Figr East and certain intangible assets of Figr Brands occurred on June 28, 2021.
+Added: Refer to "Note 30.
+Added: Subsequent Events" for additional information.
+Added: Equity Method Investments
+Added: The following summarizes the Company's equity method investments as of March 31, 2021:
+Added: Investee Name Location Primary Purpose The Company's Ownership Percentage Basis Difference (1)
+Added: Adams International Ltd.
+Added: Thailand purchase and process tobacco 49 % $ ( 4,526 )
+Added: Alliance One Industries India Private Ltd.
+Added: India purchase and process tobacco 49 % ( 5,770 )
+Added: China Brasil Tobacos Exportadora SA Brazil purchase and process tobacco 49 % 46,973
+Added: Oryantal Tutun Paketleme Turkey process tobacco 50 % ( 416 )
+Added: Purilum, LLC U.S.
+Added: produce flavor formulations and consumable e-liquids 50 % 4,589
+Added: Siam Tobacco Export Company Thailand purchase and process tobacco 49 % ( 6,098 )
+Added: (1) The basis difference for the Company's equity method investments is primarily due to $ 30,531 of fair value adjustments from fresh start reporting.
+Added: The following summarizes financial information for these equity method investments:
+Added: Successor Predecessor
+Added: Operations statement:
+Added: Seven months ended March 31, 2021 Five months ended August 31, 2020 Year ended
+Added: March 31, 2020 Year ended
+Added: March 31, 2019
+Added: Sales $ 217,232 $ 67,553 $ 293,163 $ 332,245
+Added: Gross profit 49,778 14,151 50,209 52,309
+Added: Net income 26,728 5,869 16,667 22,855
+Added: Company's dividends received 317 5,104 7,348 7,300
+Added: Successor Predecessor
+Added: Balance sheet:
+Added: March 31, 2021 March 31, 2020
+Added: Current assets $ 224,106 $ 145,207
+Added: Property, plant, and equipment and other assets 43,648 56,481
+Added: Current liabilities 138,833 82,377
+Added: Long-term obligations and other liabilities 3,937 6,296
+Added: Variable Interest Entities
+Added: The following summarizes the Company's financial relationships with its unconsolidated variable interest entities:
+Added: Successor Predecessor
+Added: March 31, 2021 March 31, 2020
+Added: Investments in variable interest entities $ 89,560 $ 62,407
+Added: Receivables with variable interest entities 13,497 10,099
+Added: Guaranteed amounts to variable interest entities (not to exceed) 56,067 59,792
+Added: Goodwill and Other Intangible Assets, Net
+Added: The following summarizes the changes in the Company's goodwill and other intangible assets, net:
+Added: Amortizable Intangibles
+Added: Goodwill Customer Relationships Production and Supply Contracts Technology Licenses Trade Names Total
+Added: Weighted average remaining useful life in years as of March 31, 2021 11.10 0.00 6.66 0.00 13.42
+Added: March 31, 2019 balance:
+Added: Gross carrying amount $ 34,720 $ 63,980 $ 7,000 $ 19,917 $ 33,330 $ 500 $ 159,447
+Added: Accumulated amortization — ( 29,027 ) ( 2,775 ) ( 18,391 ) ( 1,644 ) ( 63 ) ( 51,900 )
+Added: Impact of foreign currency translation ( 384 ) — — — ( 1,046 ) ( 1,430 )
+Added: Net March 31, 2019 balance (Predecessor) 34,336 34,953 4,225 1,526 30,640 437 106,117
+Added: Additions — — — 2,468 195 — 2,663
+Added: Amortization expense — ( 4,022 ) ( 549 ) ( 691 ) ( 1,666 ) ( 63 ) ( 6,991 )
+Added: Impairment ( 33,759 ) — — — — — ( 33,759 )
+Added: Impact of foreign currency translation ( 577 ) — — — ( 1,505 ) — ( 2,082 )
+Added: Net March 31, 2020 balance (Predecessor) — 30,931 3,676 3,303 27,664 374 65,948
+Added: Additions (1)
+Added: 6,120 — — — — — 6,120
+Added: Amortization expense — ( 1,675 ) ( 71 ) ( 497 ) ( 980 ) ( 25 ) ( 3,248 )
+Added: Impact of foreign currency translation — — — 41 2,183 — 2,224
+Added: Fresh Start Adjustment ( 6,120 ) ( 29,256 ) ( 3,605 ) ( 2,847 ) ( 28,867 ) ( 349 ) ( 71,044 )
+Added: Net August 31, 2020 (Predecessor) $ — $ — $ — $ — $ — $ — $ —
+Added: September 1, 2020 balance (Successor) $ 37,935 $ 29,200 $ — $ 11,000 $ 19,000 $ 11,800 $ 108,935
+Added: Additions — — — 4,080 — — 4,080
+Added: Amortization expense — ( 1,470 ) — ( 2,222 ) ( 924 ) ( 497 ) ( 5,113 )
+Added: Deconsolidation of Canadian Cannabis Subsidiaries — — — — ( 18,076 ) ( 474 ) ( 18,550 )
+Added: Impairment ( 1,082 ) — — — — — ( 1,082 )
+Added: Net March 31, 2021 balance (Successor) $ 36,853 $ 27,730 $ — $ 12,858 $ — $ 10,829 $ 88,270
+Added: (1) Goodwill activity relates to the Other Products and Services segment.
+Added: As of January 1, 2021, the Company performed its annual assessment of goodwill for its reporting units.
+Added: The assessment of qualitative factors indicated that it was more likely than not that the fair value of each reporting unit exceeded its carrying value.
+Added: Due to the commencement of the CCAA Proceeding, the Company concluded that a triggering event occurred during the fourth quarter of fiscal 2021.
+Added: The Company performed a test of its goodwill for impairment for the reporting unit that consisted on the Canadian Cannabis Subsidiaries as of January 21, 2021.
+Added: Based on the possible outcomes of the CCAA Proceeding, the Company performed a probability-weighted forecast of the reporting unit’s estimated net cash flows using assumptions about the reasonably possible outcomes of the CCAA Proceeding and concluded that the fair value of the reporting unit would not exceed the carrying value of its net assets (excluding goodwill) and therefore the entire goodwill balance of $ 1,082 allocated to the reporting unit was impaired as of January 21, 2021.
+Added: Other Intangible Assets, Net
+Added: The carrying value of other intangible assets as of March 31, 2021 represents customer relationships, internally developed software, licenses, and trade names.
+Added: The following summarizes amortization expense from finite-lived intangible assets:
+Added: Successor Predecessor
+Added: Seven months ended March 31, 2021 Five months ended August 31, 2020 Year ended
+Added: March 31, 2020 Year ended
+Added: March 31, 2019
+Added: Amortization expense $ 5,113 $ 3,248 $ 6,991 $ 7,943
+Added: The following summarizes the estimated intangible asset amortization expense for the next five years and beyond:
+Added: For Fiscal Years Ended Customer Relationships Technology (1)
+Added: Trade Names Total
+Added: 2022 $ 2,519 $ 2,233 $ 807 $ 5,559
+Added: 2023 2,519 1,970 807 5,296
+Added: 2024 2,519 1,970 807 5,296
+Added: 2025 2,519 1,819 807 5,145
+Added: 2026 2,519 1,542 807 4,868
+Added: Later 15,135 3,324 6,794 25,253
+Added: $ 27,730 $ 12,858 $ 10,829 $ 51,417
+Added: (1) Estimated amortization expense for technology is based on costs accumulated as of March 31, 2021.
+Added: These estimates will change as new costs are incurred and until the software is placed into service in all locations.
+Added: The Company does not have material finance leases.
+Added: The following summarizes weighted-average information associated with the measurement of remaining operating leases:
+Added: Successor Predecessor
+Added: March 31, 2021 March 31, 2020
+Added: Weighted-average remaining lease term 6.4 years 5.0 years
+Added: Weighted-average discount rate 12.2 % 9.7 %
+Added: The following summarizes lease costs for operating leases:
+Added: Successor Predecessor
+Added: Seven months ended March 31, 2021 Five months ended August 31, 2020 Year ended
+Added: March 31, 2020
+Added: Operating lease costs 9,099 $ 7,018 $ 16,792
+Added: Variable and short-term lease costs 3,957 2,631 6,710
+Added: Total lease costs 13,056 $ 9,649 $ 23,502
+Added: Leases costs for operating leases was $ 20,486 for the year ended March 31, 2019.
+Added: The following summarizes supplemental cash flow information related to cash paid for amounts included in the measurement of lease liabilities:
+Added: Successor Predecessor
+Added: Seven months ended March 31, 2021 Five months ended August 31, 2020 Year ended
+Added: March 31, 2020
+Added: Operating cash flows impact - operating leases $ 8,242 $ 7,791 $ 15,625
+Added: Right-of-use assets obtained in exchange for new operating leases 12,848 4,782 10,377
+Added: The following reconciles maturities of operating lease liabilities to the lease liabilities reflected in the consolidated balance sheets as of March 31, 2021:
+Added: 2022 $ 13,993
+Added: Thereafter 16,865
+Added: Total future minimum lease payments 57,527
+Added: amounts related to imputed interest 18,490
+Added: Present value of future minimum lease payments 39,037
+Added: operating lease liabilities, current 9,529
+Added: Operating lease liabilities, non-current $ 29,508
+Added: During the year ended March 31, 2020, a wholly owned subsidiary of the Company completed a sale-leaseback transaction for a facility in Europe.
+Added: Net proceeds from the sale were $ 7,084 .
+Added: Under the lease agreement, the Company continued to occupy the space rent free until March 31, 2021.
+Added: The transaction resulted in a gain of $ 6,400 during the year ended March 31, 2020, which is included in other income (expense), net in the consolidated statements of operations.
+Added: Property, Plant, and Equipment, Net
+Added: The following summarizes property, plant, and equipment, net:
+Added: Successor Predecessor
+Added: March 31, 2021 March 31, 2020
+Added: Land $ 30,657 $ 33,229
+Added: Buildings 41,971 253,306
+Added: Machinery and equipment 73,175 188,140
+Added: Total 145,803 474,675
+Added: accumulated depreciation ( 5,666 ) ( 178,679 )
+Added: Total property, plant, and equipment, net (1)
+Added: $ 140,137 $ 295,996
+Added: (1) Total property, plant, and equipment, net was reduced in fiscal 2021 by $ 125,820 due to fresh start reporting and $ 40,008 due to the deconsolidation of the Canadian Cannabis Subsidiaries.
+Added: The following summarizes depreciation expense recorded in cost of goods and services sold and selling, general, and administrative expenses:
+Added: Successor Predecessor
+Added: Seven months ended March 31, 2021 Five months ended August 31, 2020 Year ended
+Added: March 31, 2020 Year ended
+Added: March 31, 2019
+Added: Depreciation expense recorded in cost of goods and services sold $ 5,987 $ 12,123 $ 26,035 $ 26,532
+Added: Depreciation expense recorded in selling, general, and administrative expenses 1,444 1,648 3,351 3,157
+Added: Debt Arrangements
+Added: The following table summarizes the Company’s debt financing as of the dates set forth below:
+Added: March 31, 2021
+Added: Predecessor Successor Lines and
+Added: March 31, 2020 March 31, 2021 Letters Interest Long Term Debt Repayment Schedule by Fiscal Year
+Added: Available Rate 2022 2023 2024 2025 2026 Later
+Added: Senior secured credit facility:
+Added: ABL Facility $ 44,900 $ — — 4.1 % $ — $ — $ — $ — $ — $ —
+Added: ABL Credit Facility — 67,500 7,500 5.4 % (1) — 67,500 — — — —
+Added: Senior notes:
+Added: 8.5 % senior secured first lien notes (2)
+Added: 272,871 — — 8.5 % — — — — — —
+Added: 9.875 % senior secured second lien notes (3)
+Added: 630,737 — — 9.9 % — — — — — —
+Added: 10.0 % senior secured first lien notes (4)
+Added: — 267,353 — 10.0 % — — — 267,353 — —
+Added: Term Loans (5)
+Added: — 215,594 — 9.6 % (1) — — — 215,594 — —
+Added: Other long-term debt 856 2,910 54 4.1 % (1) 2,122 635 85 68 — —
+Added: Notes payable to banks (6)
+Added: 540,157 372,174 338,779 6.1 % (1) — — — — — —
+Added: Total debt $ 1,489,521 $ 925,531 $ 346,333 $ 2,122 $ 68,135 $ 85 $ 483,015 $ — $ —
+Added: Short-term (6)
+Added: $ 540,157 $ 372,174
+Added: Current portion of long-term debt $ 45,048 $ 2,122
+Added: Long-term debt 904,316 551,235
+Added: $ 949,364 $ 553,357
+Added: Letters of credit $ 7,027 $ 2,468 6,231
+Added: Total credit available $ 352,564
+Added: (1) Weighted average rate for the twelve months ended March 31, 2021.
+Added: (2) Upon emergence from Chapter 11 bankruptcy on the Effective Date, the prepetition 8.5 % senior secured first lien notes were cancelled and replaced with the 10 % senior secured first lien notes due 2024.
+Added: (3) Upon emergence from Chapter 11 bankruptcy on the Effective Date, the prepetition 9.875 % senior secured second lien notes were cancelled through the exchange of common stock in the Successor or cash.
+Added: (4) Repayment of $ 267,353 is net of original issue discount of $ 13,491 .
+Added: Total repayment will be $ 280,844 .
+Added: (5) Upon emergence from Chapter 11 bankruptcy on the Effective Date, the DIP Facility entered into at the Petition Date converted into the Term Loan Credit Facility.
+Added: The aggregate balance of the Term Loans of $ 215,594 includes $ 2,176 of accrued paid in-kind interest.
+Added: (6) Primarily foreign seasonal lines of credit.
+Added: ABL Credit Facility
+Added: On the Effective Date, Pyxus Holdings entered into the ABL Credit Agreement, dated as of August 24, 2020 by and among, amongst others, Pyxus Holdings, certain lenders party thereto and Wells Fargo Bank, National Association, as administrative agent and collateral agent to establish the ABL Credit Facility.
+Added: The ABL Credit Facility may be used for revolving credit loans and letters of credit from time to time up to an initial maximum principal amount of $ 75,000 , subject to the limitations described below in this paragraph.
+Added: Under certain conditions, Pyxus Holdings may solicit the ABL Lenders to provide additional revolving loan commitments under the ABL Credit Facility in an aggregate amount not to exceed $ 15,000 .
+Added: The ABL Credit Facility is required to be drawn at all times in an amount greater than or equal to the lesser of (i) 25 % of total commitments under the ABL Credit Facility and (ii) $ 18,750 .
+Added: The amount available under the ABL Credit Facility is limited by a borrowing base consisting of eligible accounts receivable and inventory as follows:
+Added: • 85 % of eligible accounts receivable, plus
+Added: • the lesser of (i) 70 % of eligible inventory valued at the lower of cost (based on a first-in first-out basis) and market value thereof (net of intercompany profits) or (ii) 85 % of the appraised net-orderly-liquidation value of eligible inventory.
+Added: At March 31, 2021, $ 7,500 was available for borrowing under the ABL Credit Facility, after reducing availability by the aggregate borrowings under the ABL Credit Facility of $ 67,500 outstanding on that date.
+Added: The ABL Credit Facility permits both base rate borrowings and LIBOR borrowings.
+Added: Borrowings under the ABL Credit Facility bear interest at an annual rate equal to LIBOR plus 475 basis points or 375 basis points above base rate, as applicable, with a fee on unutilized commitments at an annual rate of 100 basis points.
+Added: The ABL Credit Facility matures on February 24, 2023, subject to extension on terms and conditions set forth in the ABL Credit Agreement.
+Added: The ABL Credit Facility may be prepaid from time to time, in whole or in part, without prepayment or premium, subject to a termination fee of 50 basis points upon the permanent reduction of commitments under the ABL Credit Facility, including maturity.
+Added: In addition, customary mandatory prepayments of the loans under the ABL Credit Facility are required upon the occurrence of certain events including, without limitation, certain dispositions of assets outside of the ordinary course of business in respect of certain collateral securing the ABL Credit Facility and certain casualty and condemnation events.
+Added: With respect to base rate loans, accrued interest is payable monthly in arrears on the last business day of each calendar month and, with respect to LIBOR loans, accrued interest is payable monthly and on the last day of any applicable interest period.
+Added: Pyxus Holdings’ obligations under the ABL Credit Facility (and certain related obligations) are (a) guaranteed by Pyxus Parent, Inc.
+Added: and the Company and all of Pyxus Holdings’ material domestic subsidiaries, and each of Pyxus Holdings’ future material domestic subsidiaries is required to guarantee the ABL Credit Facility on a senior secured basis (including Pyxus Holdings, collectively, the “ABL Loan Parties”) and (b) secured by the Collateral, as described below, which is owned by the ABL Loan Parties.
+Added: The liens and other security interests granted by the ABL Loan Parties on the Collateral for the benefit of the lenders under the ABL Credit Facility (and certain related secured parties) are, subject to certain permitted liens, secured by first-priority security interests on ABL Priority Collateral (as defined in the ABL/Term Loan/Intercreditor Agreement described below) with the security interests securing the Term Loan Credit Facility and the Senior Secured First Lien Notes junior thereto, each as described below.
+Added: The obligations of Pyxus Holdings and each other ABL Loan Party under the ABL Credit Facility and any related guarantee have respective priorities in a waterfall with respect to portions of the Collateral as set forth in the ABL/Term Loan/Notes Intercreditor Agreement and the Term Loan/Notes Intercreditor Agreement described below.
+Added: Cash Dominion
+Added: Under the terms of the ABL Credit Facility, if (i) an event of default has occurred and is continuing or (ii) excess borrowing availability under the ABL Credit Facility (based on the lesser of the commitments thereunder and the borrowing base) (the “Excess Availability”) falls below the greater of (x) $ 7,500 and (y) 10 % of the lesser of (A) the commitments under the ABL Credit Facility at such time and (B) the borrowing base at such time (such greater amount being the “Cash Dominion Threshold”), the ABL Loan Parties will become subject to cash dominion, which will require daily prepayment of loans under the ABL Credit Facility with the cash deposited in certain deposit accounts of the ABL Loan Parties, including concentration accounts, and will restrict the ABL Loan Parties’ ability to transfer cash from their concentration accounts to their disbursement accounts.
+Added: Such cash dominion period (a “Dominion Period”) shall end when (i) if arising as a result of a continuing event of default, such event of default ceases to exist, or (ii) if arising as a result of non-compliance with the Excess Availability threshold, Excess Availability shall be equal to or greater than the Cash Dominion Threshold for a period of 30 consecutive days.
+Added: No Dominion Period existed as of March 31, 2021.
+Added: Financial, Affirmative, and Restrictive Covenants
+Added: The ABL Credit Agreement governing the ABL Credit Facility contains a covenant requiring that the Company’s fixed charge coverage ratio be no less than 1.00 to 1.00 during any Dominion Period.
+Added: The ABL Credit Agreement governing the ABL Credit Facility also contains customary representations and warranties, affirmative and negative covenants (subject, in each case, to exceptions and qualifications) and events of defaults, including covenants that limit the Company's and its restricted subsidiaries' ability to, among other things:
+Added: • incur additional indebtedness or issue disqualified stock or preferred stock;
+Added: • make investments;
+Added: • pay dividends and make other restricted payments;
+Added: • sell certain assets;
+Added: • create liens;
+Added: • consolidate, merge, sell or otherwise dispose of all or substantially all of their assets;
+Added: • enter into transactions with affiliates;
+Added: • designate subsidiaries as Unrestricted Subsidiaries (as defined in the ABL Credit Agreement).
+Added: Prior to the commencement of the CCAA Proceeding, the required lenders under the ABL Credit Agreement waived defaults that would otherwise arise under the ABL Credit Agreement in connection with the commencement of the CCAA Proceeding and other matters related to the CCAA Proceeding.
+Added: At March 31, 2021, Pyxus Holdings was in compliance with all such covenants under the ABL Credit Agreement.
+Added: Term Loan Credit Facility
+Added: On the Effective Date, Pyxus Holdings entered into the Term Loan Credit Agreement, dated as of August 24, 2020 by and among, amongst others, Pyxus Holdings, certain lenders party thereto and Alter Domus (US) LLC, as administrative agent and collateral agent to establish the Term Loan Credit Facility in an aggregate principal amount of approximately $ 213,418 .
+Added: The aggregate principal amount of loans outstanding under Debtors’ debtor-in-possession financing facility, and related fees, were converted into, or otherwise satisfied with the proceeds of, the Term Loan Credit Facility.
+Added: The Term Loan Credit Facility permits both base rate borrowings and LIBOR borrowings.
+Added: Borrowings under the Term Loan Credit Facility bear interest at an annual rate equal to LIBOR plus 800 basis points or 700 basis points above base rate, as applicable.
+Added: In addition to the cash interest payments, from and after the first anniversary of the Term Loan Credit Agreement, the term loans under the Term Loan Credit Facility bear “payment in kind” interest in an annual rate equal to 100 basis points, which rate increases by an additional 100 basis points on each of the second, third and fourth anniversaries of the Term Loan Credit Agreement.
+Added: The Term Loans and the Term Loan Credit Facility mature on February 24, 2025.
+Added: The Term Loans may be prepaid from time to time, in whole or in part, without prepayment or penalty.
+Added: In addition, customary mandatory prepayments of the Term Loans are required upon the occurrence of certain events including, without limitation, certain dispositions of assets outside of the ordinary course of business in respect of certain collateral securing the Term Loan Credit Facility and certain casualty and condemnation events.
+Added: With respect to base rate loans, accrued interest is payable monthly in arrears on the last business day of each calendar month and, with respect to LIBOR loans, accrued interest is payable monthly and on the last day of any applicable interest period.
+Added: At March 31, 2021, the aggregate principal amount of the Term Loans outstanding was $ 215,594 .
+Added: Pyxus Holdings’ obligations under the Term Loan Credit Facility (and certain related obligations) are (a) guaranteed by Pyxus Parent, Inc.
+Added: and the Company, all of Pyxus Holdings’ material domestic subsidiaries and certain of Pyxus Holdings’ foreign subsidiaries (the “Foreign Guarantors”), and each of Pyxus Holdings’ future material domestic subsidiaries is required to guarantee the Term Loan Credit Facility on a senior secured basis (including Pyxus Holdings, collectively, the “Term Facility Loan Parties”) and (b) secured by the Collateral, as described below, which is owned by the Term Facility Loan Parties.
+Added: The liens and other security interests granted by the Term Facility Loan Parties on the Collateral for the benefit of the lenders under the Term Loan Credit Facility (and certain related secured parties) are, subject to certain permitted liens, secured by first-priority security interests on the Term Loan Priority Collateral and a junior lien on the ABL Priority Collateral and the Notes Priority Collateral (in each case as defined in the ABL/Term Loan/Notes Intercreditor Agreement and the Term Loan/Notes Intercreditor Agreement (together, the “Intercreditor Agreements”).
+Added: The obligations of Pyxus Holdings and each other Term Facility Loan Party under the Term Loan Credit Facility and any related guarantee have respective priorities as set forth in the Intercreditor Agreements described below.
+Added: Affirmative and Restrictive Covenants
+Added: The Term Loan Credit Agreement governing the Term Loan Credit Facility contains customary representations and warranties, affirmative and negative covenants (subject, in each case, to exceptions and qualifications) and events of defaults, including covenants that limit the Company's and its restricted subsidiaries' ability to, among other things:
+Added: • incur additional indebtedness or issue disqualified stock or preferred stock;
+Added: • make investments;
+Added: • pay dividends and make other restricted payments;
+Added: • sell certain assets;
+Added: • create liens;
+Added: • consolidate, merge, sell or otherwise dispose of all or substantially all of their assets;
+Added: • enter into transactions with affiliates;
+Added: • designate subsidiaries as Unrestricted Subsidiaries.
+Added: Prior to the commencement of the CCAA Proceeding, the required lenders under the Term Loan Credit Agreement waived defaults that would otherwise arise under the Term Loan Credit Agreement in connection with the commencement of the CCAA Proceeding and other matters related to the CCAA Proceeding.
+Added: At March 31, 2021, Pyxus Holdings was in compliance with all such covenants under the Term Loan Credit Agreement.
+Added: Senior Secured First Lien Notes
+Added: On the Effective Date, Pyxus Holdings issued approximately $ 280,844 in aggregate principal amount of the Notes to holders of Allowed First Lien Notes Claims (as defined in the Plan) pursuant to the Indenture dated as of the Effective Date among Pyxus Holdings, the initial guarantors party thereto, and Wilmington Trust, National Association, as trustee, and collateral agent.
+Added: The Notes bear interest at a rate of 10.00 % per year, payable semi-annually in arrears in cash on February 15 and August 15 of each year, beginning February 15, 2021, to holders of record at the close of business on the preceding February 1 and August 1, respectively.
+Added: The Notes mature on August 24, 2024.
+Added: The Notes are initially guaranteed on a senior secured basis by the Company, all of the Company’s material domestic subsidiaries (other than Pyxus Holdings) and the Foreign Guarantors, on a subordinated basis to the guarantees securing the Term Loan Facility, and each of its future material domestic subsidiaries are required to guarantee the Notes on a senior secured basis.
+Added: Optional Redemption
+Added: At any time prior to August 24, 2022, Pyxus Holdings may redeem the Notes, in whole or in part, at a redemption price equal to the “make-whole” amount as set forth in the Indenture, plus accrued and unpaid interest, if any, to, but not including, the redemption date.
+Added: On or after August 24, 2022, Pyxus Holdings may on any one or more occasions redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest on the Notes redeemed, to the applicable date of redemption, if redeemed during the periods specified below, subject to the rights of holders of Notes on the relevant record date to receive interest on the relevant interest payment date:
+Added: Period Percentage
+Added: From August 24, 2022 to August 23, 2023 105.0 %
+Added: From August 24, 2023 to August 23, 2024 102.5 %
+Added: On or after February 24, 2024 100.0 %
+Added: Mandatory Repurchase Offers
+Added: Upon a “Change of Control” (as defined in the Indenture), Pyxus Holdings will be required to make an offer to repurchase the Notes at a price in cash equal to 101 % of the principal amount thereof.
+Added: Upon certain asset sales, Pyxus Holdings may be required to make an offer to repurchase the Notes at a price in cash equal to 100 % of the principal amount thereof.
+Added: Certain Covenants
+Added: The Indenture contains covenants that impose restrictions on Pyxus Holdings, the Company and the Company’s subsidiaries (other than subsidiaries that may in the future be designated as “Unrestricted Subsidiaries” under the Indenture), including on their ability to, among other things:
+Added: • incur additional indebtedness or issue disqualified stock or preferred stock;
+Added: • make investments;
+Added: • pay dividends and make other restricted payments;
+Added: • sell certain assets;
+Added: • create liens;
+Added: • enter into sale and leaseback transactions;
+Added: • consolidate, merge, sell, or otherwise dispose of all or substantially all of the Company’s assets;
+Added: • enter into transactions with affiliates.
+Added: Prior to the commencement of the CCAA Proceeding, holders of a majority of the aggregate outstanding principal amount of Notes waived defaults that would otherwise arise under the Indenture in connection with the commencement of the CCAA Proceeding and other matters related to the CCAA Proceeding.
+Added: At March 31, 2021, each of Pyxus Holdings and each guarantor of the Notes was in compliance with all such covenants under the Indenture.
+Added: The liens and other security interests granted by Pyxus Holdings and the guarantors on the Collateral for the benefit of the holders of the Notes are, subject to certain permitted liens, secured by first-priority security interests on the Notes Priority
+Added: Collateral and a junior lien on the ABL Priority Collateral and the Term Loan Priority Collateral (in each case as defined in the Intercreditor Agreements).
+Added: The obligations of Pyxus Holdings and each other guarantor have respective priorities with respect to the guarantees and the Collateral as set forth in the Intercreditor Agreements described below.
+Added: Intercreditor Agreements
+Added: The priority of the obligations under each of the Notes, the ABL Credit Facility, and the Term Loan Credit Facility are set forth in the two intercreditor agreements entered into in connection with consummation of the transactions contemplated by the Plan, including the issuance of the Notes and the establishment of the ABL Credit Facility and the Term Loan Credit Facility.
+Added: ABL/Term Loan/Notes Intercreditor Agreement
+Added: The intercreditor relationship between, (i) on one hand, the holders of obligations under the ABL Credit Facility, the guarantees thereof and certain related obligations and (ii) on the other hand, (A) the holders of obligations under the Term Loan Credit Facility, the guarantees thereof and certain related obligations and (B) the holders of obligations under the Notes, the guarantees thereof and certain related obligations, is governed by the ABL/Term Loan/Notes Intercreditor Agreement.
+Added: Pursuant to the terms of the ABL/Term Loan/Notes Intercreditor Agreement, Pyxus Holdings’ obligations under the ABL Credit Facility, the guarantees thereof and certain related obligations have first priority liens on the Collateral consisting of ABL Priority Collateral (as defined therein), including certain accounts receivable and inventory and certain related intercompany notes, cash, deposit accounts, related general intangibles and instruments, certain other related assets of the foregoing entities and proceeds of the foregoing (other than identifiable cash proceeds of the Term Loan Priority Collateral or the Notes Priority Collateral, each as defined below), with the obligations under the Notes and the Term Loan Facility having junior priority liens on the ABL Priority Collateral.
+Added: Pursuant to the ABL/Term Loan/Notes Intercreditor Agreement, Pyxus Holdings’ collective obligations under the Term Loan Credit Facility and the Notes, the guarantees thereof and certain related obligations have first priority liens on the Notes Priority Collateral which consists of the Collateral that is not ABL Priority Collateral, including owned material real property in the United States, capital stock of subsidiaries owned directly by Pyxus Holdings or a guarantor, existing and after acquired intellectual property rights, equipment, related general intangibles and instruments and certain other assets related to the foregoing and proceeds of the foregoing, with the obligations under the ABL Credit Facility having junior priority liens on the Notes Priority Collateral.
+Added: Term Loan/Notes Intercreditor Agreement
+Added: The intercreditor relationship between and among the holders of obligations under the Term Loan Credit Facility, the guarantees thereof and certain related obligations and the holders of obligations under the Notes, the guarantees thereof and certain related obligations is governed by the Term Loan/Notes Intercreditor Agreement.
+Added: Pursuant to the terms of the Term Loan/Notes Intercreditor Agreement, Pyxus Holdings’ obligations under the Term Loan Credit Facility, the guarantees thereof and certain related obligations have senior priority liens on the Term Loan Priority Collateral consisting of (i) all assets and property of Pyxus Holdings and any domestic guarantor constituting ABL Priority Collateral up to (A) $ 125,000 minus (B) the aggregate principal amount of loans and the aggregate face amount of letters of credit outstanding under the ABL Credit Agreement, and (ii) all assets and property of any Foreign Guarantor constituting Collateral securing the Term Loan Agreement, with the obligations under the Notes having junior priority liens on the Term Loan Priority Collateral (the "ABL Priority Collateral Cap").
+Added: The liens securing the Notes and the Term Loan Facility on the ABL Priority Collateral in excess of the ABL Priority Collateral Cap are secured on a pari passu basis.
+Added: Further, the guarantees of the Foreign Guarantors in respect of the Notes are subordinated in right of payments to the guarantees of the Foreign Guarantors in respect of the Term Loan Facility.
+Added: Pursuant to the Term Loan/Notes Intercreditor Agreement, Pyxus Holdings’ obligations under the Notes, the guarantees thereof and certain related obligations have first priority liens on all Notes Priority Collateral, with the obligations under the Term Loan Facility having junior priority liens on the Notes Priority Collateral.
+Added: DDTL Facility
+Added: On April 23, 2021, Intabex Netherlands B.V.
+Added: (“Intabex”), an indirect wholly owned subsidiary of the Company, entered into a Term Loan Credit Agreement (the “DDTL Facility Credit Agreement”), dated as of April 23, 2021, by and among (i) Intabex, as borrower, (ii) the Company, Pyxus Parent, Inc., Pyxus Holdings, Inc., Alliance One International, LLC, Alliance One International Holdings, Ltd, as guarantors (collectively, the “Parent Guarantors”), (iii) certain funds managed by Glendon Capital Management LP and Monarch Alternative Capital LP, as lenders (collectively and, together with any other lender that is or becomes a party thereto as a lender, the “DDTL Facility Lenders”), and (iv) Alter Domus (US) LLC, as administrative agent and collateral agent.
+Added: The DDTL Facility Credit Agreement establishes a $ 120,000 delayed-draw term loan credit facility (the “DDTL Facility”) permitting borrowings by Intabex in up to four draws on or prior to June 30, 2021 in a minimum amount of $ 30,000 each (or, if less than $ 30,000 remains available under the DDTL Facility, the remaining commitments under the DDTL Facility) (the “DDTL Loans”).
+Added: The proceeds of the DDTL Loans are to be used to provide ongoing working capital and for other general corporate purposes of Intabex, the Guarantors (as defined below) and their subsidiaries.
+Added: Refer to "Note 30.
+Added: Subsequent Events" for additional information.
+Added: Short-Term Borrowings
+Added: Excluding all long-term credit agreements, the Company has typically financed its non-U.S.
+Added: operations with uncommitted unsecured short-term seasonal lines of credit arrangements with a number of banks.
+Added: These operating lines are generally seasonal in nature, typically extending for a term of 180 to 270 days corresponding to the tobacco crop cycle in that location.
+Added: These facilities are typically uncommitted in that the lenders have the right to cease making loans and demand repayment of loans at any time.
+Added: These loans are typically renewed at the outset of each tobacco season.
+Added: At March 31, 2021 and 2020, the Company may borrow up to a total $ 716,742 and $ 745,516 , subject to limitations as provided for in the ABL Credit Agreement (as defined above), respectively.
+Added: The weighted average variable interest rate for the years ended March 31, 2021 and 2020 was 6.1 % and 6.9 %, respectively.
+Added: Certain of the foreign seasonal lines of credit with aggregate outstanding borrowings at March 31, 2021 and 2020 of approximately $ 172,462 and $ 187,787 , respectively, are secured by inventories of $ 167,822 and $ 124,541 as collateral at March 31, 2021 and 2020, respectively.
+Added: At March 31, 2021 and 2020, respectively, $ 1,017 and $ 893 of cash was held on deposit as a compensating balance.
+Added: African Seasonal Lines of Credit
+Added: On August 13, 2020, certain then subsidiaries of Old Pyxus, which are now subsidiaries of the Company, Alliance One International Holdings, Ltd.
+Added: (“AOI Holdings”) and the subsidiaries in Kenya, Malawi, Tanzania, Uganda and Zambia (collectively, the “African Subsidiaries”) entered into an Amendment and Restatement Agreement (the “Initial TDB Facility Agreement”) with Eastern and Southern African Trade and Development Bank (“TDB”).
+Added: On August 24, 2020, AOI Holdings, the African Subsidiaries, the Company, Pyxus Parent, Inc., Pyxus Holdings and TDB entered into a Second Amendment and Restatement Agreement (the “TDB Facility Agreement”) to amend and restate the Initial TDB Facility Agreement to add the Company, Pyxus Parent, Inc.
+Added: and Pyxus Holdings as guarantors thereunder and to otherwise amend provisions thereof to permit the consummation of the transactions contemplated by the Plan.
+Added: The TDB Facility Agreement sets forth the terms that govern the foreign seasonal lines of credit of each of the African Subsidiaries with TDB and supersedes the prior terms in effect.
+Added: These lines of credit provide borrowings to fund the purchase of leaf tobacco in the respective jurisdictions to be repaid upon the sale of that tobacco.
+Added: The original aggregate maximum borrowing availability under these separate existing foreign seasonal lines of credit was $ 255,000 , and the aggregate borrowings were $ 240,485 as of August 13, 2020.
+Added: Subject to certain conditions, the TDB Facility Agreement increased the maximum aggregate borrowing capacity to $ 285,000 , less the amount of outstanding loans borrowed under the existing foreign seasonal lines of credit with TDB.
+Added: Loans under the TDB Facility Agreement bear interest at LIBOR plus 6 %.
+Added: The TDB Facility Agreement initially provided that it terminated on June 30, 2021 and may be renewed at TDB’s discretion.
+Added: On June 24, 2021, the Company and certain of its subsidiaries, including the African Subsidiaries, entered into a letter agreement with TDB to amend the TDB Facility Agreement to, among other things, extend the term of the separate lines of credit of each of the Company’s subsidiaries in Malawi, Tanzania, and Zambia by 365 days, effective from and including July 1, 2021, and to cancel the separate lines of credit of the Companies’ subsidiaries in Kenya and Uganda, effective from and including June 24, 2021 (with outstanding borrowings for Kenya and Uganda to be repaid by June 30, 2021).
+Added: As a result of such amendment, the maximum aggregate borrowing pursuant to the lines of credit under the TDB Facility Agreement is $ 190.0 million, subject to an increase of an additional $ 15.0 million upon satisfaction of certain documentation requirements applicable to the line of credit of the Company’s subsidiary in Tanzania.
+Added: Refer to "Note 30.
+Added: Subsequent Events" for additional information.
+Added: Each of AOI Holdings, the Company, Pyxus Parent, Inc.
+Added: and Pyxus Holdings guarantees the obligations of the African Subsidiaries under the TDB Facility Agreement.
+Added: The obligations of each African Subsidiary under the TDB Facility Agreement are required to be secured by a first priority pledge of:
+Added: • tobacco purchased by that African Subsidiary that is financed by TDB;
+Added: • intercompany receivables arising from the sale of the tobacco financed by TDB;
+Added: • customer receivables arising from the sale of the tobacco financed by TDB;
+Added: • such African Subsidiary’s local collection account receiving customer payments for purchases of tobacco financed by TDB.
+Added: The TDB Facility Agreement also requires Alliance One International, LLC, a subsidiary of the Company, to pledge customer receivables arising from the sale of the tobacco financed by TDB and pledge its collection accounts designated for receiving customer payments for purchases of tobacco financed by TDB.
+Added: The TDB Facility Agreement contains affirmative and negative covenants (subject, in each case, to customary and other exceptions and qualifications), including covenants that limit the ability of the African Subsidiaries to, among other things:
+Added: • grant liens on assets;
+Added: • incur additional indebtedness (including guarantees and other contingent obligations);
+Added: • sell or otherwise dispose of property or assets;
+Added: • maintain a specified amount of pledged accounts receivable and inventory;
+Added: • make changes in the nature of its business;
+Added: • enter into burdensome contracts;
+Added: • effect certain modifications or terminations of customer contracts.
+Added: The TDB Facility Agreement contains events of default including, but not limited to, nonpayment of principal or interest, violation of covenants, breaches of representations and warranties, cross-default to other debt, bankruptcy and other insolvency events, invalidity of loan documentation, certain changes of control of the Company and the other loan parties, termination of material licenses and material adverse changes.
+Added: The Company’s subsidiary in Tanzania failed to satisfy a loan-to-value ratio requirement during November and December of 2020 under the TDB Facility Agreement.
+Added: As a result, TDB was permitted to declare an event of default with respect to the Tanzania subsidiary’s borrowings under its credit facility under the TDB Facility Agreement and demand repayment of that subsidiary’s borrowings, which were approximately $ 50,417 at December 31, 2020.
+Added: TDB entered into a First Amendment and Waiver Letter to the TDB Facility Agreement dated December 30, 2020 (the “TDB Waiver”) in which TDB waived the Tanzania subsidiary’s defaults and adjusted the required loan-to-value ratio for the Tanzania subsidiary for each month through June 2021.
+Added: The existence of these defaults by the Tanzania subsidiary under the TDB Facility Agreement (the “Tanzania Default”) resulted in defaults and events of default arising under the ABL Credit Facility and the Term Loan Credit Facility, which would have permitted the respective lenders thereunder to demand repayment of the amounts outstanding under the respective facility.
+Added: In December 2020, the required lenders under each of the ABL Credit Facility and the Term Loan Credit Facility entered into agreements with the Company waiving the defaults and events of default arising under the respective facility as a result of the Tanzania Default.
+Added: In April 2021, the Company discovered that, as a result of certain customer invoice coding errors, its subsidiary in Malawi failed to satisfy a loan-to-value ratio requirement under the TDB Facility Agreement at March 31, 2021 and prior periods.
+Added: The subsidiary in Malawi repaid a portion of its borrowings under its credit facility under the TDB Facility Agreement within the time allotted to cure such failure for the March 31, 2021 loan-to-value ratio requirement under the TDB Facility Agreement and, within three business days after the Company’s discovery of the invoicing errors for the prior periods, TDB waived any default that arose therefrom including with respect to any failure of the subsidiary in Malawi to satisfy the loan-to-value ratio requirement.
+Added: Except for the failure by the Malawi subsidiary to satisfy a loan-to-value ratio requirement, which failure was waived as described above, at March 31, 2021, the Company and its subsidiaries party to the TDB Facility Agreement were in compliance with all such covenants under the TDB Facility Agreement, as amended by the TDB Waiver, and $ 168,610 was available for borrowing under the TDB Facility Agreement, after reducing availability by the aggregate borrowings under the TDB Facility Agreement of $ 116,390 outstanding on that date.
+Added: Foreign Seasonal Lines of Credit
+Added: As of March 31, 2021, the Company had $ 2,647 of long-term foreign seasonal lines of credit outstanding.
+Added: Securitized Receivables
+Added: During the year ended March 31, 2021, the Company sold trade receivables to unaffiliated financial institutions under two accounts receivable securitization facilities, which are subject to annual renewal.
+Added: Under the first facility, the Company continuously sells a designated pool of trade receivables to a special purpose entity, which sells 100 % of the receivables to an unaffiliated financial institution.
+Added: Following the sale and transfer of the receivables to the special purpose entity, the receivables are isolated from the Company and its affiliates, and upon the sale and transfer of the receivables from the special purpose entity to the unaffiliated financial institutions, effective control of the receivables is passed to the unaffiliated financial institution, which has all rights, including the right to pledge or sell the receivables.
+Added: As of March 31, 2021, the investment limit of this facility was $ 125,000 of trade receivables.
+Added: The first facility requires a minimum level of deferred purchase price be retained by the Company in connection with the sales of the receivables to the unaffiliated financial institution.
+Added: The Company continues to service, administer, and collect the receivables on behalf of the special purpose entity and receives a servicing fee of 0.5 % of serviced receivables per annum.
+Added: As the Company estimates the expected fee it receives in return for its obligation to service these receivables is at fair value, no servicing assets or liabilities are recognized.
+Added: Servicing fees are recorded as a reduction of selling, general, and administrative expenses within the statements of consolidated operations.
+Added: Under the first facility, the special purpose entity is provided an option to terminate the facility agreement upon the failure of the Company to maintain a minimum shareholder’s equity balance.
+Added: As of December 31, 2019 and March 31, 2020, the
+Added: Company did not maintain the minimum shareholder's equity balance, which would have allowed the special purpose entity the option to terminate the facility agreement.
+Added: The special purpose entity opted not to terminate the facility agreement and acceptance of receivables continued under the facility.
+Added: The Company and the special purpose entity have executed a waiver and an amendment to the facility agreement with effective dates of December 31, 2019 and March 31, 2020, respectively, which resolved the Company's failure to maintain a minimum shareholders' equity balance.
+Added: For the second facility, the Company offers trade receivables for sale to an unaffiliated financial institution, which are then subject to acceptance by the unaffiliated financial institution.
+Added: Following the sale and transfer of the receivables to the unaffiliated financial institution, the receivables are isolated from the Company and its affiliates, and effective control of the receivables is passed to the unaffiliated financial institution, which has all rights, including the right to pledge or sell the receivables.
+Added: Under both facilities, the Company does not receive servicing fee from the unaffiliated financial institution and as a result, has established a servicing liability based upon unobservable inputs, primarily discounted cash flow.
+Added: As of March 31, 2021, the investment limit under the second facility was $ 125,000 of trade receivables.
+Added: As servicer of both facilities, the Company may receive funds that are due to the unaffiliated financial institutions which are net settled on the next settlement date.
+Added: As of March 31, 2021 and 2020, trade receivables, net in the consolidated balance sheets has been reduced by $ 3,651 and $ 9,586 as a result of the net settlement, respectively.
+Added: Refer to "Note 24.
+Added: Fair Value Measurements" for additional information.
+Added: The second facility does not contain restrictive covenants.
+Added: The following summarizes the Company’s accounts receivable securitization information as of March 31:
+Added: Successor Predecessor
+Added: March 31, 2021 March 31, 2020
+Added: Receivables outstanding in facility $ 90,693 $ 135,439
+Added: Beneficial interest $ 19,370 $ 27,021
+Added: Servicing liability $ 14 $ 43
+Added: Successor Predecessor
+Added: Seven months ended March 31, 2021 Five months ended
+Added: August 31, 2020 Year ended
+Added: March 31, 2020
+Added: Cash proceeds for the period ended:
+Added: Cash purchase price $ 257,982 $ 151,817 $ 523,521
+Added: Deferred purchase price 94,062 74,328 240,994
+Added: Service fees 253 218 455
+Added: Total $ 352,297 $ 226,363 $ 764,970
+Added: Costs incurred under the first facility $ 524 $ 888 $ 1,010
+Added: The following summarizes amounts guaranteed and the fair value of those guarantees:
+Added: Successor Predecessor
+Added: March 31, 2021 March 31, 2020
+Added: Amounts guaranteed (not to exceed) $ 93,489 $ 138,953
+Added: Amounts outstanding under guarantee (1)
+Added: $ 30,111 $ 48,565
+Added: Fair value of guarantees $ 1,740 $ 2,791
+Added: (1) The guarantees outstanding at March 31, 2021 expire within one year .
+Added: As of March 31, 2021 and 2020, the Company had balances of $ 10,930 and $ 6,849 due to local banks on behalf of suppliers for government subsidized rural credit financing.
+Added: Derivative Financial Instruments
+Added: As of March 31, 2021 and 2020, accumulated other comprehensive loss includes $ 2,625 and $ 531 , net of tax of $ 0 and $ 0 , for unrealized losses related to designated cash flow hedges, respectively.
+Added: The Company recorded losses of $ 122 and $ 164 in its cost of goods and services sold for the seven months ended March 31, 2021 and the five months ended August 31, 2020,
+Added: respectively.
+Added: The Company recorded losses of $ 3,331 , and $ 1,899 in its cost of goods and services sold for the years ended March 31, 2020 and 2019, respectively.
+Added: The Company recorded current derivative assets of $ 917 and $ 0 as of March 31, 2021 and 2020, respectively.
+Added: Dollar notional amount of derivative contracts outstanding as of March 31, 2021 was $ 34,472 .
+Added: Fair Value Measurements
+Added: Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants.
+Added: The inputs used to measure fair value are prioritized based on a three-level valuation hierarchy, which is comprised of observable and non-observable inputs.
+Added: Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions.
+Added: These three levels of inputs create the following fair value hierarchy:
+Added: • Level 1 inputs - Quoted prices in active markets for identical assets or liabilities.
+Added: • Level 2 inputs - Quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, and observable inputs (other than quoted prices) for the assets or liabilities.
+Added: • Level 3 inputs - Unobservable inputs for the assets or liabilities.
+Added: The following summarizes assets and liabilities measured at fair value on a recurring basis:
+Added: Successor Predecessor
+Added: March 31, 2021 March 31, 2020
+Added: Level 2 Level 3 Total Assets /
+Added: at Fair Value Level 2 Level 3 Total Assets /
+Added: at Fair Value
+Added: Financial assets
+Added: Derivative financial instruments $ 917 $ — $ 917 $ — $ — $ —
+Added: Securitized beneficial interests — 19,370 19,370 — 27,021 27,021
+Added: Total assets $ 917 $ 19,370 $ 20,287 $ — $ 27,021 $ 27,021
+Added: Financial liabilities
+Added: Long-term debt $ 467,795 $ 3,162 $ 470,957 $ 358,782 $ 848 $ 359,630
+Added: Guarantees — 1,740 1,740 — 2,791 2,791
+Added: Total liabilities $ 467,795 $ 4,902 $ 472,697 $ 358,782 $ 3,639 $ 362,421
+Added: Level 2 measurements
+Added: The fair value of debt is based on the market price for similar financial instruments or model-derived valuations with observable inputs.
+Added: The primary inputs to the valuation include market expectations, the Company's credit risk, and the contractual terms of the debt instrument.
+Added: • Derivatives:
+Added: The fair value of derivatives is based on the discounted cash flow analysis of the expected future cash flows.
+Added: The primary inputs to the valuation include forward yield curves, implied volatilities, LIBOR rates, and credit valuation adjustments.
+Added: Level 3 measurements
+Added: • Guarantees:
+Added: The fair value of guarantees is based on the discounted cash flow analysis of the expected future cash flows or historical loss rates.
+Added: Should the loss rate change 10% or 20%, the fair value of the guarantee at March 31, 2021 would change by $ 174 and $ 348 , respectively.
+Added: The historical loss rate was weighted by the principal balance of the loans.
+Added: • Securitized beneficial interests:
+Added: The fair value of securitized beneficial interests is based on the present value of future expected cash flows.
+Added: Since the discount rate and the payment speed are components of the same equation, a change in either by 10% or 20% would change the value of the recorded beneficial interest at March 31, 2021 by $ 57 and $ 113 , respectively.
+Added: The discount rate was weighted by the outstanding interest.
+Added: Payment speed was weighted by the avera ge days outstanding.
+Added: The fair value of debt is based on the present value of future payments.
+Added: The primary inputs to this valuation include treasury notes interest and borrowing rates .
+Added: Should the rates change 10% or 20%, the fair value of the long term debt at March 31, 2021 would change by $ 42 and $ 83 , res pectively.
+Added: The borrowing rates were weighted by average loans outstanding.
+Added: Reconciliation of Change in Recurring Level 3 Balances
+Added: The following summarizes the changes in Level 3 instruments measured on a recurring basis.
+Added: Securitized Beneficial Interests Long-Term Debt Guarantees
+Added: Beginning balance March 31, 2019 (Predecessor) $ 40,332 $ — $ 3,714
+Added: Sales of receivables/issuance of guarantees 229,751 — 2,982
+Added: Settlements ( 238,437 ) — ( 3,802 )
+Added: Losses recognized in earnings ( 4,625 ) — ( 103 )
+Added: Ending balance at March 31, 2020 (Predecessor) 27,021 848 2,791
+Added: Sales of receivables/issuance of guarantees 66,821 — 667
+Added: Settlements ( 81,038 ) ( 100 ) ( 2,192 )
+Added: Additions — 3,144 —
+Added: Losses recognized in earnings ( 1,645 ) — ( 10 )
+Added: Ending balance at August 31, 2020 (Predecessor) 11,159 3,892 1,256
+Added: Beginning balance September 1, 2020 (Successor) $ 11,159 $ 3,892 $ 1,256
+Added: Sales of receivables/issuance of guarantees 105,117 — 1,757
+Added: Settlements ( 94,808 ) ( 761 ) ( 1,276 )
+Added: Additions — 31 —
+Added: (Losses) / gains recognized in earnings ( 2,098 ) — 3
+Added: Ending Balance at March 31, 2021 (Successor) $ 19,370 $ 3,162 $ 1,740
+Added: The amount of total losses included in earnings for the five months ended August 31, 2020, seven months ended March 31, 2021, and twelve months ended March 31, 2020 attributable to the change in unrealized losses relating to assets still held at the respective dates was $ 263 , $ 233 , and $ 951 on securitized beneficial interests.
+Added: Gains and losses included in earnings are reported in other income (expense), net.
+Added: Information about Fair Value Measurements Using Significant Unobservable Inputs
+Added: The following summarizes significant unobservable inputs and the valuation techniques utilized:
+Added: Fair value at March 31, 2021 Valuation Technique Unobservable Input Range (Weighted Average)
+Added: Securitized Beneficial Interests $ 19,370 Discounted Cash Flow Discount Rate 1.33 % to 3.56 %
+Added: Payment Speed 57 days to 77 days
+Added: Tobacco Supplier Guarantees 1,740 Historical Loss Historical Loss 0.05 % to 45.20 %
+Added: Long-Term Debt $ 3,162 Discounted Future Payments Treasury Notes Rate 0.94 % to 1.58 %
+Added: Borrowing Rate 7.00 % to 10.72 %
+Added: Fair value at March 31, 2020 Valuation Technique Unobservable Input Range (Weighted Average)
+Added: Securitized Beneficial Interests $ 27,021 Discounted Cash Flow Discount Rate 3.44 % to 3.45 %
+Added: Payment Speed 77 days to 100 days
+Added: Tobacco Supplier Guarantees 2,536 Historical Loss Historical Loss 2.20 % to 10.00 %
+Added: 255 Discounted Cash Flow Market Interest Rate 15.00 % to 75.80 %
Pension and Other Postretirement Benefits
1 unchanged sentence
The following summarizes benefit obligations, plan assets, and funded status for the defined benefit pension plans:
+Added: Successor Predecessor Successor Predecessor Successor Predecessor
Plans Non-U.S.
−Removed: March 31, March 31, March 31,
−Removed: 2020 2019 2020 2019 2020 2019
+Added: Seven months ended March 31, 2021 Five months ended August 31, 2020 Seven months ended March 31, 2021 Five months ended August 31, 2020 Seven months ended March 31, 2021 Five months ended August 31, 2020
Benefit obligation, beginning $ 86,605 $ 80,996 $ 63,730 $ 59,191 $ 150,335 $ 140,187
1 unchanged sentence
Interest cost 803 968 758 627 1,561 1,595
+Added: Plan amendments — — ( 62 ) — ( 62 ) —
Actuarial losses (gains) ( 2,428 ) 6,863 3,270 3,250 842 10,113
11 unchanged sentences
Funded status of the plan $ ( 49,114 ) $ ( 55,144 ) $ 3,259 $ 5,860 $ ( 45,855 ) $ ( 49,284 )
+Added: Plans Non-U.S.
+Added: Year Ended March 31, 2020
+Added: Benefit obligation, beginning $ 82,099 $ 65,886 $ 147,985
+Added: Service cost 250 211 461
+Added: Interest cost 2,562 1,420 3,982
+Added: Actuarial losses (gains) 3,740 ( 3,946 ) ( 206 )
+Added: Settlements/special termination benefits ( 2,574 ) — ( 2,574 )
+Added: Effects of currency translation — ( 1,843 ) ( 1,843 )
+Added: Benefits paid ( 5,081 ) ( 2,537 ) ( 7,618 )
+Added: Benefit obligation, ending $ 80,996 $ 59,191 $ 140,187
+Added: Fair value of plan assets, beginning $ 32,568 $ 63,579 $ 96,147
+Added: Actual return on plan assets ( 590 ) 1,634 1,044
+Added: Employer contributions 4,025 1,519 5,544
+Added: Plan settlements ( 2,574 ) — ( 2,574 )
+Added: Effects of currency translation — ( 2,122 ) ( 2,122 )
+Added: Benefits paid ( 5,081 ) ( 2,537 ) ( 7,618 )
+Added: Fair value of plan assets, ending $ 28,348 $ 62,073 $ 90,421
+Added: Funded status of the plan $ ( 52,648 ) $ 2,882 $ ( 49,766 )
The following summarizes amounts reported in the consolidated balance sheets for the defined benefit pension plans:
+Added: Successor Predecessor Successor Predecessor
Plans Non-U.S.
−Removed: March 31, March 31,
−Removed: 2020 2019 2020 2019
+Added: March 31, 2021 March 31, 2020 March 31, 2021 March 31, 2020
Noncurrent benefit asset recorded in other noncurrent assets $ — $ — $ 11,708 $ 14,745
3 unchanged sentences
The following summarizes pension obligations for the defined benefit pension plans:
+Added: Successor Predecessor Successor Predecessor
Plans Non-U.S.
−Removed: March 31, March 31,
−Removed: 2020 2019 2020 2019
−Removed: Information for pension plans with accumulated benefit:
−Removed: obligation in excess of plan assets:
+Added: March 31, 2021 March 31, 2020 March 31, 2021 (1)
+Added: March 31, 2020
+Added: Information for pension plans with accumulated benefit obligation in excess of plan assets:
Projected benefit obligation $ 76,222 $ 80,996 $ 8,450 $ 31,012
1 unchanged sentence
Fair value of plan assets 27,109 28,348 — 19,147
+Added: (1) Certain of the Company's non-U.S.
+Added: defined benefit pension plans in Europe were over funded as of March 31, 2021.
+Added: These plans were under funded as of March 31, 2020.
The following summarizes the net periodic pension cost (benefit) for the defined benefit pension plans:
+Added: Successor Predecessor Successor Predecessor
Plans Non-U.S.
−Removed: March 31, March 31,
−Removed: 2020 2019 2018 2020 2019 2018
+Added: Seven months ended March 31, 2021 Five months ended August 31, 2020 Seven months ended March 31, 2021 Five months ended August 31, 2020
Service cost $ 131 $ 94 $ 118 $ 82
3 unchanged sentences
Amortization of prior service cost — 17 — 1
+Added: Settlement charges ( 46 ) — 84 —
+Added: Net periodic pension cost (benefit) $ ( 45 ) $ 962 $ 240 $ 460
+Added: Plans Non-U.S.
+Added: March 31, 2020 Year ended
+Added: March 31, 2019 Year ended
+Added: March 31, 2020 Year ended
+Added: March 31, 2019
+Added: Service cost $ 250 $ 250 $ 211 $ 206
+Added: Interest cost 2,562 3,028 1,420 1,527
+Added: Expected return on plan assets ( 1,990 ) ( 2,265 ) ( 2,415 ) ( 2,667 )
+Added: Amortization of actuarial losses 964 934 901 741
+Added: Amortization of prior service cost 40 40 2 2
Special termination benefits — — — 28
1 unchanged sentence
Net periodic pension cost (benefit) $ 2,638 $ 3,193 $ 119 $ ( 238 )
−Removed: The following summarizes activity in accumulated other comprehensive loss for the defined benefit pension plans:
+Added: The following summarizes activity in accumulated other comprehen sive loss for the defined benefit pension plans:
Post-retirement Total
−Removed: Prior service (cost) credit $ ( 402 ) $ 1,596 $ 1,194
−Removed: Net actuarial losses ( 41,100 ) ( 4,507 ) ( 45,607 )
+Added: Prior service credit (cost) ( 358 ) 864 506
+Added: Net actuarial (losses) gains ( 41,336 ) ( 3,955 ) ( 45,291 )
Impact of adoption of ASU 2018-02 ( 2,931 ) — ( 2,931 )
3 unchanged sentences
Net actuarial (losses) gains 40,584 4,590 45,174
+Added: Impact of adoption of ASU 2018-02 2,931 — 2,931
Deferred taxes ( 10,025 ) 59 ( 9,966 )
Total change for 2021 $ 33,910 $ 3,785 $ 37,695
−Removed: Prior service (cost) credit $ ( 358 ) $ 864 $ 506
−Removed: Net actuarial losses ( 41,336 ) ( 3,955 ) ( 45,291 )
−Removed: Impact of adoption of ASU 2018-02 ( 2,931 ) — ( 2,931 )
+Added: Prior service credit (cost) 62 — 62
+Added: Net actuarial (losses) gains ( 752 ) 635 ( 117 )
Deferred taxes 703 ( 107 ) 596
1 unchanged sentence
The following assumptions were used to determine the expense for the pension, postretirement, other post-employment, and employee savings plans:
+Added: Successor Predecessor Successor Predecessor
Plans Non-U.S.
−Removed: March 31, March 31,
−Removed: 2020 2019 2018 2020 2019 2018
+Added: March 31, 2021 March 31, 2020 March 31, 2019 March 31, 2021 March 31, 2020 March 31, 2019
Discount rate 2.32 % 3.79 % 3.91 % 2.23 % 2.50 % 2.75 %
1 unchanged sentence
Expected long-term rate of return on plan assets 5.75 % 6.75 % 6.75 % 2.00 % 3.90 % 4.46 %
+Added: Interest crediting rate 4.29 % 4.37 % 4.25 % Not applicable Not applicable Not applicable
The following weighted average assumptions were used to determine the benefit obligations for the pension plans:
+Added: Successor Predecessor Successor Predecessor
Plans Non-U.S.
−Removed: March 31, March 31,
−Removed: 2020 2019 2020 2019
+Added: March 31, 2021 March 31, 2020 March 31, 2021 March 31, 2020
Discount rate 2.83 % 3.34 % 2.17 % 2.58 %
Rate of increase in future compensation Not applicable Not applicable 5.28 % 5.75 %
−Removed: Net loss and prior service costs for the combined U.S.
−Removed: pension plans expected to be amortized from accumulated other comprehensive loss into net periodic benefit cost during fiscal 2021 is $( 1,251 ) and $( 873 ), respectively.
+Added: Interest crediting rate 4.25 % 4.28 % Not applicable Not applicable
The following summarizes asset allocations and the percentage of the fair value of plan assets by asset category:
+Added: Successor Successor Predecessor
Target Allocations U.S.
−Removed: Plans Non-U.S.
March 31, 2021 March 31, 2021 March 31, 2020
−Removed: 2020 2019 2020 2019
Asset category:
4 unchanged sentences
Total 100.0 % 100.0 % 100.0 %
−Removed: The fair values for the pension plans by asset category are as follows:
+Added: Successor Successor Predecessor
+Added: Target Allocations Non-U.S.
+Added: March 31, 2021 March 31, 2021 March 31, 2020
+Added: Asset category:
+Added: Cash and cash equivalents 7.3 % 7.0 % 9.1 %
+Added: Equity securities 15.0 % 19.0 % 14.6 %
+Added: Debt securities 62.6 % 67.3 % 68.2 %
+Added: Real estate and other investments 15.1 % 6.7 % 8.1 %
+Added: Total 100.0 % 100.0 % 100.0 %
+Added: The fair values for the pension plans by asset category are as fol lows:
Pension Plans March 31, 2021
41 unchanged sentences
International fixed income funds 33,330 12,009 21,321 —
+Added: Global fixed income funds 3,994 3,994 — —
Other investments:
4 unchanged sentences
The following summarizes the plan assets recognized and measured at fair value using the net asset value and the inputs used to determine the fair value:
+Added: Successor Predecessor
March 31, 2021 March 31, 2020
5 unchanged sentences
Plans Non-U.S.
−Removed: March 31, March 31, March 31,
−Removed: 2020 2019 2020 2019 2020 2019
+Added: Seven months ended March 31, 2021 Five months ended August 31, 2020 Seven months ended March 31, 2021 Five months ended August 31, 2020 Seven months ended March 31, 2021 Five months ended August 31, 2020
Benefit obligation, beginning $ 4,796 $ 4,450 $ 1,772 $ 1,856 $ 6,568 $ 6,306
2 unchanged sentences
Effect of currency translation — — ( 57 ) ( 89 ) ( 57 ) ( 89 )
−Removed: Actuarial losses 27 225 125 413 152 638
+Added: Actuarial (gains) losses ( 330 ) 435 ( 317 ) — ( 647 ) 435
Benefits paid ( 62 ) ( 147 ) ( 36 ) ( 54 ) ( 98 ) ( 201 )
6 unchanged sentences
Plans Non-U.S.
−Removed: March 31, March 31, March 31,
−Removed: 2020 2019 2020 2019 2020 2019
+Added: Seven months ended March 31, 2021 Five months ended August 31, 2020 Seven months ended March 31, 2021 Five months ended August 31, 2020 Seven months ended March 31, 2021 Five months ended August 31, 2020
Accrued current benefit liability recorded in accrued expenses and other current liabilities $ ( 306 ) $ ( 195 ) $ ( 106 ) $ ( 74 ) $ ( 412 ) $ ( 269 )
1 unchanged sentence
Funded status of the plan $ ( 4,458 ) $ ( 4,796 ) $ ( 1,441 ) $ ( 1,772 ) $ ( 5,899 ) $ ( 6,568 )
+Added: Plans Non-U.S.
+Added: March 31, 2020
+Added: Benefit obligation, beginning $ 4,445 $ 2,278 $ 6,723
+Added: Service cost 7 — 7
+Added: Interest cost 151 161 312
+Added: Effect of currency translation — ( 577 ) ( 577 )
+Added: Actuarial (gains) losses 27 125 152
+Added: Benefits paid ( 180 ) ( 131 ) ( 311 )
+Added: Benefit obligation, ending $ 4,450 $ 1,856 $ 6,306
+Added: Fair value of plan assets, beginning $ — $ — $ —
+Added: Employer contributions 180 131 311
+Added: Benefits paid ( 180 ) ( 131 ) ( 311 )
+Added: Fair value of plan assets, ending $ — $ — $ —
+Added: Funded status of the plan $ ( 4,450 ) $ ( 1,856 ) $ ( 6,306 )
+Added: Plans Non-U.S.
+Added: March 31, 2020
+Added: Accrued current benefit liability recorded in accrued expenses and other current liabilities $ ( 355 ) $ ( 133 ) $ ( 488 )
+Added: Accrued non-current benefit liability recorded in pension, postretirement, and other long-term liabilities ( 4,095 ) ( 1,723 ) ( 5,818 )
+Added: Funded status of the plan $ ( 4,450 ) $ ( 1,856 ) $ ( 6,306 )
The following summarizes net periodic benefit costs for the postretirement health and life insurance benefits plans:
+Added: Successor Predecessor Successor Predecessor
Plans Non-U.S.
−Removed: March 31, March 31,
−Removed: 2020 2019 2018 2020 2019 2018
+Added: Seven months ended March 31, 2021 Five months ended August 31, 2020 Seven months ended March 31, 2021 Five months ended August 31, 2020
Service cost $ 4 $ 3 $ — $ —
3 unchanged sentences
Net periodic benefit costs (income) $ 54 $ ( 95 ) $ 79 $ 75
+Added: Plans Non-U.S.
+Added: March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019
+Added: Service cost $ 7 $ 7 $ — $ 7
+Added: Interest cost $ 151 $ 154 $ 161 $ 151
+Added: Prior service credit $ ( 699 ) $ ( 699 ) $ ( 9 ) $ ( 10 )
+Added: Actuarial losses $ 385 $ 402 $ 49 $ 31
+Added: Net periodic benefit costs (income) $ ( 156 ) $ ( 136 ) $ 201 $ 179
The following assumptions were used to determine non-U.S.
Plan postretirement benefit obligations:
+Added: Successor Predecessor
+Added: March 31, 2021 March 31, 2020
Discount rate 7.17 % 7.94 %
1 unchanged sentence
Ultimate trend rate 6.92 % 7.07 %
−Removed: A one-percentage-point change in assumed health care cost trend rates would not have a significant effect on the amounts reported for health care plans.
−Removed: The annual rate of increase in the per capita cost of covered health care benefits is not applicable as the Company’s annual cost commitment to the benefits is capped and not adjusted for future medical inflation.
−Removed: Prior service credits of $ 706 and unrecognized net actuarial losses of $( 376 ) are expected to be amortized from accumulated comprehensive loss into postretirement healthcare benefits net periodic benefit cost for the combined U.S.
−Removed: postretirement benefits during fiscal 2021.
−Removed: The Company expects to contribute $ 3,991 to its U.S.
−Removed: benefits plans and $ 1,827 to its non-U.S.
−Removed: benefit plans in fiscal 2021.
−Removed: The Company expects to contribute $ 488 to its combined U.S.
−Removed: postretirement benefit plans in fiscal 2021.
−Removed: The Company’s contributions to the defined contribution plans were $ 4,747 , $ 4,939 , and $ 4,627 the years ended March 31, 2020, 2019, and 2018, respectively.
−Removed: The following summarizes the expected benefit payments to be paid in future years:
+Added: The Company expects to contribute the following to its benefit plans:
+Added: Pension Benefits Postretirement Plans
+Added: Plans Non-U.S.
+Added: Fiscal Year 2022 1,412 4,047 106 306
+Added: The Company's contributions to the defined contribution plans are as follows:
+Added: Successor Predecessor
+Added: Seven months ended March 31, 2021 Five months ended August 31, 2020 Year ended March 31, 2020
+Added: Fiscal Year 2021 2,803 2,002 Not Applicable
+Added: Fiscal Year 2020 Not Applicable Not Applicable 4,747
+Added: Fiscal Year 2019 Not Applicable Not Applicable 4,939
+Added: The following summarizes the expected benefit payments to be paid in future years, as of March 31, 2021:
Pension Benefits Other Benefits
1 unchanged sentence
Plans Non-U.S.
−Removed: March 31, 2020 March 31, 2020 March 31, 2020 March 31, 2020
2022 $ 7,660 $ 2,931 $ 306 $ 106
4 unchanged sentences
Years 2026-2029 24,431 16,675 1,349 613
+Added: Contingencies and Other Information
+Added: Brazilian Tax Credits
+Added: The government in the Brazilian State of Parana (“Parana”) issued a tax assessment on October 26, 2007 with respect to local intrastate trade tax credits that result primarily from tobacco transferred between states within Brazil.
+Added: The assessment for intrastate trade tax credits taken is $ 2,312 and the total assessment including penalties and interest at March 31, 2021 is $ 8,330 .
+Added: On March 18, 2014, the government in Brazilian State of Santa Catarina also issued a tax assessment with respect to local intrastate trade tax credits that result primarily from tobacco transferred between states within Brazil.
+Added: The assessment for intrastate trade tax credits taken is $ 2,000 and the total assessment including penalties and interest at March 31, 2021 is $ 5,404 .
+Added: The Company believes it has properly complied with Brazilian law and will contest any assessment through the judicial process.
+Added: Should the Company lose in the judicial process, the loss of the intrastate trade tax credits would have a material impact on the financial statements of the Company.
+Added: The Company also has local intrastate trade tax credits in the Brazil State of Rio Grande do Sul.
+Added: This jurisdiction permits the sale or transfer of excess credits to third parties, however approval must be obtained from the tax authorities.
+Added: The Company has an agreement with the state government regarding the amounts and timing of credits that can be sold.
+Added: The tax credits have a carrying value of $ 9,792 .
+Added: The intrastate trade tax credits are monitored for impairment in future periods based on market conditions and the Company’s ability to use or sell the tax credits.
+Added: In 1969, the Brazilian government created a tax credit program that allowed companies to earn IPI tax credits (“IPI credits”) based on the value of their exports.
+Added: The government began to phase out this program in 1979, which resulted in numerous lawsuits between taxpayers and the Brazilian government.
+Added: The Company has a long legal history with respect to credits it earned while the IPI credit program was in effect.
+Added: In 2001, the Company won a claim related to certain IPI credits it earned as of 1983.
+Added: Because of this favorable ruling, the Company began to use these earned IPI credits to offset federal taxes in 2004 and 2005, until it received a Judicial Order to suspend the IPI offsetting in 2005, due to a decision provided in an annulment lawsuit filed by the Brazilian Government.
+Added: On March 7, 2013 such a lawsuit was ruled by the Brazil Federal Supreme Court, which confirmed (without the government's ability to appeal) that the Company was entitled to the IPI credits, however, limited to the period from 1983 to 1990.
+Added: The value of the Brazil federal taxes offset in 2004 and 2005 was $ 24,142 and the Company established a reserve on these credits at the time of offsetting as they were not yet realizable due to the legal uncertainty that existed.
+Added: Specifically, the Company extinguished other Brazil federal tax liabilities using IPI credits and recorded a liability to reflect that the credits were not realizable at that time due to the prevalent legal uncertainty.
+Added: Accordingly, at March 31, 2013, the Company recorded the $ 24,142 IPI credits it realized in the Statements of Consolidated Operations in Other Income.
+Added: In April 2006, the Brazilian Internal Revenue Service (“Brazilian IRS”) challenged the Company's valuation and application of the $ 24,142 IPI credits in the Company's tax filing during 2005.
+Added: Numerous rulings and appeals were rendered on behalf of both the Brazilian IRS and the Company from 2006 through 2020.
+Added: During the three months ended March 31, 2021, a final ruling was issued in favor of the Brazilian IRS.
+Added: As a result, the Company recorded $ 12,666 of losses associated with this matter.
+Added: Other Matters
+Added: Certain of the Company’s subsidiaries are involved in other litigation or legal matters incidental to their business activities, including tax matters.
+Added: While the outcome of these matters cannot be predicted with certainty, the Company is vigorously defending them and does not currently expect that any of them will have a material adverse effect on its business or financial position.
+Added: However, should one or more of these matters be resolved in a manner adverse to its current expectation, the effect on the Company’s results of operations for a particular fiscal reporting period could be material.
+Added: Asset Retirement Obligations
+Added: The Company has identified an asset retirement obligation (“ARO”) associated with one of its facilities that requires it to restore the land to its initial condition upon vacating the facility.
+Added: The Company has not recognized a liability under generally accepted accounting principles for this ARO because the fair value of restoring the land at this site cannot be reasonably estimated since the settlement date is unknown at this time.
+Added: The settlement date is unknown because the land restoration is not required until title is returned to the government, and the Company has no current or future plans to return the title.
+Added: The Company will recognize a liability in the period in which sufficient information is available to reasonably estimate its fair value.
+Added: Other Comprehensive (Loss) Income
+Added: The following summarizes changes in each component of accumulated other comprehensive loss, net of tax, attributable to the Company:
+Added: Currency Translation Adjustment Pensions, Net of Tax Derivatives, Net of Tax Accumulated Other Comprehensive Loss
+Added: Balances at March 31, 2018 (Predecessor) $ ( 12,682 ) $ ( 32,580 ) $ — $ ( 45,262 )
+Added: Other comprehensive (loss) income before reclassifications ( 9,297 ) 4,145 ( 4,513 ) ( 9,665 )
+Added: Impact of adoption of ASU 2018-02 — ( 2,931 ) — ( 2,931 )
+Added: Amounts reclassified to net loss, net of tax — ( 5,383 ) 1,899 ( 3,484 )
+Added: Other comprehensive loss, net of tax ( 9,297 ) ( 4,169 ) ( 2,614 ) ( 16,080 )
+Added: Balances at March 31, 2019 (Predecessor) ( 21,979 ) ( 36,749 ) ( 2,614 ) ( 61,342 )
+Added: Other comprehensive (loss) income before reclassifications ( 530 ) ( 2,825 ) ( 186 ) ( 3,541 )
+Added: Amounts reclassified to net loss, net of tax — 2,420 3,331 5,751
+Added: Other comprehensive loss, net of tax ( 530 ) ( 405 ) 3,145 2,210
+Added: Balances at March 31, 2020 (Predecessor) ( 22,509 ) ( 37,154 ) 531 ( 59,132 )
+Added: Other comprehensive income (loss) before reclassifications 4,445 734 ( 531 ) 4,648
+Added: Amounts reclassified to net loss, net of tax — — ( 164 ) ( 164 )
+Added: Other comprehensive income (loss), net of tax 4,445 734 ( 695 ) 4,484
+Added: Cancellation of Predecessor equity 18,064 36,420 164 54,648
+Added: Balances at August 31, 2020 (Predecessor) $ — $ — $ — $ —
+Added: Balances at September 1, 2020 (Successor) $ — $ — $ — $ —
+Added: Other comprehensive (loss) income before reclassifications ( 4,649 ) 523 ( 2,747 ) ( 6,873 )
+Added: Amounts reclassified to net loss, net of tax $ — $ 18 $ 122 $ 140
+Added: Other comprehensive (loss) income, net of tax ( 4,649 ) 541 ( 2,625 ) ( 6,733 )
+Added: Balances at March 31, 2021 (Successor) $ ( 4,649 ) $ 541 $ ( 2,625 ) $ ( 6,733 )
+Added: The following summarizes amounts by component, reclassified from accumulated other comprehensive loss to net (loss) income:
+Added: Successor Predecessor Affected Line Item in the Consolidated
+Added: Seven months ended March 31, 2021 Five months ended August 31, 2020 Year ended
+Added: March 31, 2020 Year ended
+Added: March 31, 2019 Statements of Operations
+Added: Pension and postretirement plans (1) :
+Added: Actuarial loss $ 39 $ 899 $ 3,111 $ 3,238 Interest expense
+Added: Amortization of prior service cost (credit) — ( 165 ) ( 666 ) ( 666 ) Interest expense
+Added: Deferred income tax benefit — — — ( 7,607 )
+Added: Amounts reclassified from accumulated other comprehensive income (loss) to net income (loss), gross 39 734 2,445 ( 5,035 )
+Added: Tax effects of amounts reclassified from accumulated other comprehensive loss to net income ( 21 ) — ( 25 ) ( 348 )
+Added: Amounts reclassified from accumulated other comprehensive loss to net income, net $ 18 $ 734 $ 2,420 $ ( 5,383 )
+Added: (1) Amounts are included in net periodic benefit costs for pension and postretirement plans.
+Added: Successor Predecessor Affected Line Item in the Consolidated
+Added: Seven months ended March 31, 2021 Five months ended August 31, 2020 Year ended
+Added: March 31, 2020 Year ended
+Added: March 31, 2019 Statements of Operations
+Added: Losses reclassified to cost of goods sold 122 $ 164 $ 3,331 $ 1,899
+Added: Amounts reclassified from accumulated other comprehensive loss to net income, gross 122 164 3,331 1,899 Cost of goods and services sold
+Added: Tax effects of amounts reclassified from accumulated other comprehensive loss to net income — ( 694 ) — ( 399 )
+Added: Amounts reclassified from accumulated other comprehensive loss to net income, net 122 $ ( 530 ) $ 3,331 $ 1,500
+Added: Related Party Transactions
+Added: The following summarizes sales and purchases with related parties:
+Added: Successor Predecessor
+Added: Seven months ended March 31, 2021 Five months ended August 31, 2020 Year ended
+Added: March 31, 2020 Year ended
+Added: March 31, 2019
+Added: Sales $ 4,270 $ 13,483 $ 16,245 $ 15,480
+Added: Purchases 83,716 38,655 120,084 137,017
+Added: The Company’s accounts receivable, notes receivable, and accounts payable with related parties, as presented in the consolidated balance sheets, relate to transactions with equity method investees and the deconsolidated Canadian Cannabis Subsidiaries.
+Added: Accrued expenses and other current liabilities as presented in the consolidated balance sheets as of March 31, 2021 includes $ 2,309 of interest payable to the Glen don Investor and the Monarch Investor.
+Added: Interest expense as presented in the consolidated statements of operations includes $ 12,752 for the seven months ended March 31, 2021 that relates to the Glendon Investor and the Monarch Investor.
+Added: Refer to "Note 3.
+Added: Emergence from Voluntary Reorganization Under Chapter 11" for additional information.
+Added: Transactions with the Deconsolidated Canadian Cannabis Subsidiaries
+Added: In connection with the CCAA Proceeding, the DIP Lender, another non-U.S.
+Added: subsidiary of the Company, provided Figr Brands with secured debtor-in-possession financing to fund the working capital needs of the Canadian Cannabis Subsidiaries in accordance with the cash flow projections approved by the Monitor and the DIP Lender.
+Added: These payments also funded fees and expenses paid to the DIP Lender, professional fees and expenses incurred by the Canadian Cannabis Subsidiaries and the Monitor in respect of the CCAA Proceeding, and such other costs and expenses of the Canadian Cannabis Subsidiaries as agreed to by the DIP Lender.
+Added: As of March 31, 2021, the outstanding DIP loan balance was $ 5,790 and is included in notes receivable, related parties within the consolidated balance sheets.
+Added: As of March 31, 2021, accounts receivable, related parties as presented in the consolidated balance sheets includes $ 59 receivable from the Canadian Cannabis Subsidiaries, which represents interest receivable associated with the DIP loan.
+Added: For the year-ended March 31, 2021, the Canadian Cannabis Subsidiaries have incurred $ 59 in interest expense associated with the DIP financing, which is considered income to the Company and is recorded in interest income within the consolidated statements of operations.
+Added: As of March 31, 2021, the fair value of the related party note receivable retained by the Company from the Canadian Cannabis Subsidiaries was $ 6,100 .
+Added: Refer to "Note 5.
+Added: CCAA Proceeding and Deconsolidation of Subsidiaries" for additional information.
+Added: DDTL Facility
+Added: Refer to " Note 30.
+Added: Subsequent Events " for additional information related to the $ 120,000 delayed-draw credit facility agreement entered into on April 23, 2021 by the Company and certain of its subsidiaries with certain funds managed by Glendon Capital Management LP and Monarch Alternative Capital LP, as lenders, and related matters.
Segment Information
The following summarizes segment information:
−Removed: Years Ended March 31,
−Removed: 2020 2019 2018
+Added: Successor Predecessor
+Added: Seven months ended March 31, 2021 Five months ended August 31, 2020 Year ended
+Added: March 31, 2020 Year ended
+Added: March 31, 2019
Sales and other operating revenues:
12 unchanged sentences
Trade and other receivables, net 17,392 170,185 780 188,357
+Added: Goodwill 3,708 26,513 6,632 36,853
Equity in net assets of investee companies — 89,569 6,795 96,364
+Added: Successor Predecessor
+Added: Seven months ended March 31, 2021 Five months ended August 31, 2020
+Added: Leaf - North America Leaf - Other Regions Other Products and Services Leaf - North America Leaf - Other Regions Other Products and Services
Depreciation and amortization 1,497 6,908 3,434 3,026 10,171 3,383
4 unchanged sentences
Trade and other receivables, net 28,520 207,534 3,685 239,739
−Removed: Goodwill 2,795 13,669 17,872 34,336
Equity in net assets of investee companies — 56,456 11,075 67,531
10 unchanged sentences
The following summarizes geographic sales and other operating revenues by destination of the product shipped:
−Removed: Years Ended March 31,
−Removed: 2020 2019 2018
+Added: Successor Predecessor
+Added: Seven months ended March 31, 2021 Five months ended August 31, 2020 Year ended
+Added: March 31, 2020 Year ended
+Added: March 31, 2019
Sales and Other Operating Revenues:
8 unchanged sentences
(1) The Belgium destination represents a customer-owned storage and distribution center from which the tobacco will be shipped on to manufacturing facilities.
−Removed: The following customers, including affiliates, account for more than 10% of total sales and other operating revenues:
+Added: The following summarizes the customers, including their respective affiliates, that account for more than 10% of total sales and other operating revenues for the respective periods, as indicated by an "x":
+Added: Successor Predecessor
+Added: Seven months ended March 31, 2021 Five months ended August 31, 2020 Year ended
+Added: March 31, 2020 Year ended
+Added: March 31, 2019
Philip Morris International Inc.
−Removed: and China Tobacco International Inc.
−Removed: for the years ended March 31, 2020 and 2018, and Philip Morris International Inc., China Tobacco International Inc., and Imperial Brands, PLC for the year ended March 31, 2019.
+Added: Japan Tobacco International x
+Added: China Tobacco International Inc.
+Added: Imperial Brands, PLC x
The following summarizes geographic property, plant, and equipment by location:
−Removed: 2020 2019 2018
+Added: Successor Predecessor
+Added: March 31, 2021 March 31, 2020 March 31, 2019
Property, Plant, and Equipment, Net:
7 unchanged sentences
Total $ 140,137 $ 295,996 $ 276,396
−Removed: Restructuring and Asset Impairment Charges
−Removed: The Company continues to focus on efficiency and cost savings across its business.
−Removed: During the year ended March 31, 2020, the Company announced a cost saving initiative and restructuring plan to repurpose a processing facility in South America for storage and special projects and process tobacco under a third-party arrangement going forward.
−Removed: During the year ended March 31, 2019, the Company incurred costs associated with the closing of a processing facility in Europe to process tobacco under a third-party arrangement going forward and the consolidation of the Company's U.S.
−Removed: green tobacco processing operations into its Wilson, North Carolina facility and the repurposing of its Farmville, North Carolina facility for storage and special projects.
−Removed: During the year ended March 31, 2018, the asset impairment charges were incurred due to restructuring of certain operations in Africa.
−Removed: The following summarizes the Company's restructuring and asset impairment charges:
−Removed: Years Ended March 31,
−Removed: 2020 2019 2018
−Removed: Beginning balance $ 1,843 $ 107 $ 189
−Removed: Period Charges:
−Removed: Employee separation charges (recoveries) 4,592 4,055 ( 22 )
−Removed: Total employee separation and other cash charges (recoveries) 4,592 4,055 ( 22 )
−Removed: Payments ( 6,028 ) ( 2,319 ) ( 60 )
−Removed: Ending balance $ 407 $ 1,843 $ 107
−Removed: Asset impairment and other noncash charges 1,054 891 404
−Removed: Total restructuring and asset impairment charges $ 5,646 $ 4,946 $ 382
−Removed: There are no employee separation and other cash charges recorded in the Company's Other Products and Services segment.
−Removed: The following summarizes the employee separation and other cash charges recorded in the Company’s Leaf - North America and Leaf - Other Regions segments:
−Removed: Years Ended March 31,
−Removed: 2020 2019 2018
−Removed: Leaf - North America Leaf - Other Regions Leaf - North America Leaf - Other Regions Leaf - North America Leaf - Other Regions
−Removed: Beginning balance $ 1,621 $ 222 $ — $ 107 $ 60 $ 129
−Removed: Period charges (recoveries) 8 4,584 2,668 1,387 — ( 22 )
−Removed: Payments ( 1,629 ) ( 4,399 ) ( 1,047 ) ( 1,272 ) ( 60 ) —
−Removed: Ending balance $ — $ 407 $ 1,621 $ 222 $ — $ 107
−Removed: The following summarizes asset impairment and other noncash charges:
−Removed: Years Ended March 31,
−Removed: 2020 2019 2018
−Removed: Leaf - North America $ — $ 545 $ —
−Removed: Leaf - Other Regions 772 346 404
−Removed: Other Products and Services 282 — —
−Removed: Total $ 1,054 $ 891 $ 404
−Removed: Related Party Transactions
−Removed: The following summarizes sales and purchases with related parties:
−Removed: Years Ended March 31,
−Removed: 2020 2019 2018
−Removed: Sales $ 16,245 $ 15,480 $ 25,257
−Removed: Purchases 120,084 137,017 101,096
−Removed: The Company’s accounts receivable, related parties and accounts payable, related parties, as presented in the consolidated balance sheets, relate to transactions with equity method investees.
−Removed: Contingencies and Other Information
−Removed: Brazilian Tax Credits
−Removed: The government in the Brazilian State of Parana (“Parana”) issued a tax assessment on October 26, 2007 with respect to local intrastate trade tax credits that result primarily from tobacco transferred between states within Brazil.
−Removed: The assessment for intrastate trade tax credits taken is $ 2,534 and the total assessment including penalties and interest at March 31, 2020 is $ 9,039 .
−Removed: On March 18, 2014, the government in Brazilian State of Santa Catarina also issued a tax assessment with respect to local intrastate trade tax credits that result primarily from tobacco transferred between states within Brazil.
−Removed: The assessment for intrastate trade tax credits taken is $ 2,192 and the total assessment including penalties and interest at March 31, 2020 is $ 5,875 .
−Removed: The Company believes it has properly complied with Brazilian law and will contest any assessment through the judicial process.
−Removed: Should the Company lose in the judicial process, the loss of the intrastate trade tax credits would have a material impact on the financial statements of the Company.
−Removed: The Company also has local intrastate trade tax credits in the Brazil State of Rio Grande do Sul and the State of Santa Catarina.
−Removed: These jurisdictions permit the sale or transfer of excess credits to third parties, however approval must be obtained from the tax authorities.
−Removed: The Company has agreements with the state governments regarding the amounts and timing of credits that can be sold.
−Removed: The tax credits have a carrying value of $ 9,378 .
−Removed: The intrastate trade tax credits are monitored for impairment in future periods based on market conditions and the Company’s ability to use or sell the tax credits.
−Removed: In 1969, the Brazilian government created a tax credit program that allowed companies to earn IPI tax credits (“IPI credits”) based on the value of their exports.
−Removed: The government began to phase out this program in 1979, which resulted in numerous lawsuits between taxpayers and the Brazilian government.
−Removed: The Company has a long legal history with respect to credits it earned while the IPI credit program was in effect.
−Removed: In 2001, the Company won a claim related to certain IPI credits it earned between 1983 and 1990.
−Removed: The Brazilian government appealed this decision and numerous rulings and appeals were rendered on behalf of both the government and the Company from 2001 through 2013.
−Removed: Because of this favorable ruling, the Company began to use these earned IPI credits to offset federal taxes in 2004 and 2005, until it received a Judicial Order to suspend the IPI offsetting in 2005.
−Removed: The value of the federal taxes offset in 2004 and 2005 was $ 24,142 and the Company established a reserve on these credits at the time of offsetting as they were not yet realizable due to the legal uncertainty that existed.
−Removed: Specifically, the Company extinguished other federal tax liabilities using IPI credits and recorded a liability in Pension, Postretirement and Other Long-Term Liabilities to reflect that the credits were not realizable at that time due to the prevalent legal uncertainty.
−Removed: On March 7, 2013, the Brazilian Supreme Court rendered a final decision in favor of the Company that recognized the validity of the IPI credits and secured the Company's right to benefit from the IPI credits earned from March 1983 to October 1990.
−Removed: This final decision expressly stated the Company has the right to the IPI credits.
−Removed: The Company estimates the total amount of the IPI credits to be approximately $ 94,316 at March 31, 2013.
−Removed: Since the March 2013 ruling definitively (without the government's ability to appeal) granted the Company the ownership of the IPI credits generated between 1983 and 1990, the Company believes the amount of IPI credits that were used to offset other federal taxes in 2004 and 2005 are realizable beyond a reasonable doubt.
−Removed: Accordingly, at March 31, 2013, the Company recorded the $ 24,142 IPI credits it realized in other income, net in the consolidated statements of operations.
−Removed: No further benefit has been recognized pending the outcome of the judicial procedure to ascertain the final amount as those amounts have not yet been realized.
−Removed: Other Matters
−Removed: On October 8, 2019, the City of New York (the “City”) filed a complaint in U.S.
−Removed: District Court for the Eastern District of New York (the “District Court”) against 24 e-liquids companies, including the Company’s Humble Juice subsidiary, seeking an injunction to prevent sales of e-cigarette products to residents of New York City without adequate age-verification systems and to prohibit marketing e-cigarettes to New York City residents under the age of 21, as well as statutory damages and compensation to the city for the costs of abating underage e-cigarette use.
−Removed: Humble Juice and the City agreed to resolve the City’s claims without further litigation with the entry of a consent order, approved by the District Court on February 24, 2020, under which Humble Juice, while not admitting to any violation of law, agreed to certain age-verification and age-gating
−Removed: procedures and volume limits for website orders with respect to residents of New York City, to specified penalties for failure to comply with these requirements in the future and to the payment of $1 to the City.
−Removed: In addition to the above-mentioned matter, certain of the Company’s subsidiaries are involved in other litigation or legal matters incidental to their business activities, including tax matters.
−Removed: While the outcome of these matters cannot be predicted with certainty, the Company is vigorously defending them and does not currently expect that any of them will have a material adverse effect on its business or financial position.
−Removed: However, should one or more of these matters be resolved in a manner adverse to its current expectation, the effect on the Company’s results of operations for a particular fiscal reporting period could be material.
−Removed: Asset Retirement Obligations
−Removed: The Company has identified an asset retirement obligation (“ARO”) associated with one of its facilities that requires it to restore the land to its initial condition upon vacating the facility.
−Removed: The Company has not recognized a liability under generally accepted accounting principles for this ARO because the fair value of restoring the land at this site cannot be reasonably estimated since the settlement date is unknown at this time.
−Removed: The settlement date is unknown because the land restoration is not required until title is returned to the government, and the Company has no current or future plans to return the title.
−Removed: The Company will recognize a liability in the period in which sufficient information is available to reasonably estimate its fair value.
−Removed: Variable Interest Entities
−Removed: The following summarizes the Company's financial relationships with its unconsolidated variable interest entities:
−Removed: Investments in variable interest entities $ 62,407 $ 64,281
−Removed: Receivables with variable interest entities 10,099 3,273
−Removed: Guaranteed amounts to variable interest entities (not to exceed) 59,792 67,027
−Removed: Securitized Receivables
−Removed: During the year ended March 31, 2020, the Company sold trade receivables to unaffiliated financial institutions under three accounts receivable securitization facilities.
−Removed: Under the first facility, the Company continuously sells a designated pool of trade receivables to a special purpose entity, which sells 100 % of the receivables to an unaffiliated financial institution.
−Removed: Following the sale and transfer of the receivables to the special purpose entity, the receivables are isolated from the Company and its affiliates, and upon the sale and transfer of the receivables from the special purpose entity to the unaffiliated financial institutions, effective control of the receivables is passed to the unaffiliated financial institution, which has all rights, including the right to pledge or sell the receivables.
−Removed: As of March 31, 2020, the investment limit of this facility was $ 125,000 of trade receivables.
−Removed: For the first facility, the Company incurred facility costs of $ 1,010 and $ 930 during the years ended March 31, 2020 and 2019, respectively.
−Removed: The facility requires a minimum level of deferred purchase price be retained by the Company in connection with the sales of the receivables to the unaffiliated financial institution.
−Removed: The Company continues to service, administer, and collect the receivables on behalf of the special purpose entity and receives a servicing fee of 0.5 % of serviced receivables per annum.
−Removed: As the Company estimates the expected fee it receives in return for its obligation to service these receivables is at fair value, no servicing assets or liabilities are recognized.
−Removed: Servicing fees are recorded as a reduction of selling, general, and administrative expenses within the statements of consolidated operations.
−Removed: Under the first facility, the special purpose entity is provided an option to terminate the facility agreement upon the failure of the Company to maintain a minimum shareholder’s equity balance.
−Removed: As of December 31, 2019 and March 31, 2020, the Company did not maintain the minimum shareholder's equity balance, which would have allowed the special purpose entity the option to terminate the facility agreement.
−Removed: The special purpose entity opted not to terminate the facility agreement and acceptance of receivables continued under the facility.
−Removed: The Company and the special purpose entity have executed a waiver and an amendment to the facility agreement with effective dates of December 31, 2019 and March 31, 2020, respectively, which resolved the Company's failure to maintain a minimum shareholders' equity balance.
−Removed: For the second and third facilities, the Company offers trade receivables for sale to an unaffiliated financial institution, which are then subject to acceptance by the unaffiliated financial institution.
−Removed: Following the sale and transfer of the receivables to the unaffiliated financial institution, the receivables are isolated from the Company and its affiliates, and effective control of the receivables is passed to the unaffiliated financial institution, which has all rights, including the right to pledge or sell the
−Removed: Under the first and second facilities, the Company does not receive servicing fee from the unaffiliated financial institution and as a result, has established a servicing liability based upon unobservable inputs, primarily discounted cash flow.
−Removed: As of March 31, 2020, the investment limit under the second facility was $ 125,000 of trade receivables.
−Removed: As of March 31, 2020, the investment limit under the third facility was variable based on qualifying sales.
−Removed: As servicer of the first and second facilities, the Company may receive funds that are due to the unaffiliated financial institutions which are net settled on the next settlement date.
−Removed: As of March 31, 2020 and 2019, trade receivables, net in the consolidated balance sheets has been reduced by $ 9,586 and $ 5,208 as a result of the net settlement, respectively.
−Removed: "Fair Value Measurements" for further information.
−Removed: The second and third facilities do not contain restrictive covenants.
−Removed: The following summarizes the Company’s accounts receivable securitization information as of March 31:
−Removed: Receivables outstanding in facility as of March 31:
−Removed: $ 135,439 $ 210,672
−Removed: Beneficial interest $ 27,021 $ 40,332
−Removed: Servicing liability $ 43 $ 90
−Removed: Cash proceeds for the years ended March 31:
−Removed: Cash purchase price $ 523,521 $ 672,333
−Removed: Deferred purchase price 240,994 242,966
−Removed: Service fees 455 576
−Removed: Total $ 764,970 $ 915,875
−Removed: As of March 31, 2020 and 2019, accounts receivable sold and outstanding were $ 135,439 and $ 210,672 , respectively.
−Removed: Fair Value Measurements
−Removed: Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants.
−Removed: The inputs used to measure fair value are prioritized based on a three-level valuation hierarchy, which is comprised of observable and non-observable inputs.
−Removed: Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions.
−Removed: These three levels of inputs create the following fair value hierarchy:
−Removed: • Level 1 inputs - Quoted prices in active markets for identical assets or liabilities.
−Removed: • Level 2 inputs - Quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, and observable inputs (other than quoted prices) for the assets or liabilities.
−Removed: • Level 3 inputs - Unobservable inputs for the assets or liabilities.
−Removed: The following summarizes assets and liabilities measured at fair value on a recurring basis:
−Removed: March 31, 2020 March 31, 2019
−Removed: Level 2 Level 3 Total Assets /
−Removed: at Fair Value Level 2 Level 3 Total Assets /
−Removed: at Fair Value
−Removed: Financial assets
−Removed: Derivative financial instruments $ — $ — $ — $ 186 $ — $ 186
−Removed: Securitized beneficial interests — 27,021 27,021 — 40,332 40,332
−Removed: Total assets $ — $ 27,021 $ 27,021 $ 186 $ 40,332 $ 40,518
−Removed: Financial liabilities
−Removed: Long-term debt $ 358,782 $ 848 $ 359,630 $ 830,082 $ 703 $ 830,785
−Removed: Guarantees — 2,791 2,791 — 3,714 3,714
−Removed: Total liabilities $ 358,782 $ 3,639 $ 362,421 $ 830,082 $ 4,417 $ 834,499
−Removed: Level 2 measurements
−Removed: The fair value of debt is based on the market price for similar financial instruments or model-derived valuations with observable inputs.
−Removed: The primary inputs to the valuation include market expectations, the Company's credit risk, and the contractual terms of the debt instrument.
−Removed: • Derivatives:
−Removed: The fair value of derivatives is based on the discounted cash flow analysis of the expected future cash flows.
−Removed: The primary inputs to the valuation include forward yield curves, implied volatilities, LIBOR rates, and credit valuation adjustments.
−Removed: Level 3 measurements
−Removed: • Guarantees:
−Removed: The fair value of guarantees is based on the discounted cash flow analysis of the expected future cash flows or historical loss rates.
−Removed: Should the loss rate change 10% or 20%, the fair value of the guarantee at March 31, 2020 would change by $ 279 and $ 558 , respectively.
−Removed: The historical loss rate was weighted by the principal balance of the loans.
−Removed: • Securitized beneficial interests:
−Removed: The fair value of securitized beneficial interests is based on the present value of future expected cash flows.
−Removed: Since the discount rate and the payment speed are components of the same equation, a change in either by 10% or 20% would change the value of the recorded beneficial interest at March 31, 2020 by $ 133 and $ 267 , respectively.
−Removed: The discount rate was weighted by the outstanding interest.
−Removed: Payment speed was weighted by the average days outstanding.
−Removed: Reconciliation of Change in Recurring Level 3 Balances
−Removed: The following summarizes the changes in Level 3 instruments measured on a recurring basis.
−Removed: Securitized Beneficial Interests Guarantees
−Removed: Beginning balance March 31, 2018 $ 48,715 $ 5,864
−Removed: Sales of receivables/issuance of guarantees 247,386 4,969
−Removed: Settlements ( 250,365 ) ( 6,109 )
−Removed: Losses recognized in earnings ( 5,404 ) ( 1,010 )
−Removed: Ending balance at March 31, 2019 40,332 3,714
−Removed: Sales of receivables/issuance of guarantees 229,751 2,982
−Removed: Settlements ( 238,437 ) ( 3,802 )
−Removed: Losses recognized in earnings ( 4,625 ) ( 103 )
−Removed: Ending Balance at March 31, 2020 $ 27,021 $ 2,791
−Removed: The amount of total losses included in earnings for the years ended March 31, 2020 and 2019 attributable to the change in unrealized losses relating to assets still held at the respective dates was $ 951 and $ 1,289 on securitized beneficial interests.
−Removed: Gains and losses included in earnings are reported in other income, net.
−Removed: Information about Fair Value Measurements Using Significant Unobservable Inputs
−Removed: The following summarizes significant unobservable inputs and the valuation techniques utilized:
−Removed: Fair value at March 31, 2020 Valuation Technique Unobservable Input Range (Weighted Average)
−Removed: Securitized Beneficial Interests $ 27,021 Discounted Cash Flow Discount Rate 3.44 % to 3.45 %
−Removed: Payment Speed 77 days to 100 days
−Removed: Tobacco Supplier Guarantees 2,536 Historical Loss Historical Loss 2.20 % to 10.00 %
−Removed: 255 Discounted Cash Flow Market Interest Rate 15.00 % to 75.80 %
−Removed: Fair value at March 31, 2019 Valuation Technique Unobservable Input Range (Weighted Average)
−Removed: Securitized Beneficial Interests $ 40,332 Discounted Cash Flow Discount Rate 5.0 % to 6.5 %
−Removed: Payment Speed 67 days to 80 days
−Removed: Tobacco Supplier Guarantees 3,502 Historical Loss Historical Loss 2.4 % to 10.0 %
−Removed: 212 Discounted Cash Flow Market Interest Rate 15.0 % to 70.0 %
−Removed: Selected Quarterly Financial Data (Unaudited)
−Removed: The following summarizes selected quarterly financial information:
−Removed: Year Ended March 31, 2020
−Removed: Second Quarter
−Removed: Third Quarter
−Removed: Fourth Quarter Fiscal Year
−Removed: Sales and other operating revenues $ 276,670 $ 382,981 $ 363,260 $ 504,350 $ 1,527,261
−Removed: Gross profit 39,712 60,220 55,127 69,620 224,679
−Removed: Other income (loss), net 2,948 1,514 ( 401 ) ( 1,928 ) 2,133
−Removed: Restructuring and asset impairment charges 212 8 672 4,754 5,646
−Removed: Goodwill impairment — — — 33,759 33,759
−Removed: Net loss ( 62,163 ) ( 16,604 ) ( 22,446 ) ( 169,106 ) ( 270,319 )
−Removed: Net loss attributable to noncontrolling interest ( 366 ) ( 86 ) ( 453 ) ( 4,753 ) ( 5,658 )
−Removed: Net loss attributable to Pyxus International, Inc.
−Removed: ( 61,797 ) ( 16,518 ) ( 21,993 ) ( 164,353 ) ( 264,661 )
−Removed: Per Share of Common Stock:
−Removed: Basic loss attributable to Pyxus International, Inc.
−Removed: ( 6.79 ) ( 1.81 ) ( 2.40 ) ( 17.91 ) ( 28.93 )
−Removed: Diluted loss attributable to Pyxus International, Inc.
−Removed: ( 6.79 ) ( 1.81 ) ( 2.40 ) ( 17.91 ) ( 28.93 )
−Removed: Year Ended March 31, 2019
−Removed: Second Quarter Third Quarter Fourth Quarter Fiscal Year
−Removed: Sales and other operating revenues $ 290,989 $ 394,876 $ 524,487 $ 591,241 $ 1,801,593
−Removed: Gross profit 41,395 49,204 74,711 85,504 250,814
−Removed: Other income, net 2,921 2,561 7,991 744 14,217
−Removed: Restructuring and asset impairment charges 1,541 182 1,667 1,556 4,946
−Removed: Net loss ( 1,413 ) ( 54,842 ) ( 5,002 ) ( 9,911 ) ( 71,168 )
−Removed: Net (loss) income attributable to noncontrolling interests ( 654 ) ( 208 ) 93 68 ( 701 )
−Removed: Net loss attributable to Pyxus International, Inc.
−Removed: ( 759 ) ( 54,634 ) ( 5,095 ) ( 9,979 ) ( 70,467 )
−Removed: Per Share of Common Stock:
−Removed: Basic loss attributable to Pyxus International, Inc.
−Removed: ( 0.08 ) ( 6.04 ) ( 0.56 ) ( 1.10 ) ( 7.78 )
−Removed: Diluted loss attributable to Pyxus International, Inc.
−Removed: ( 0.08 ) ( 6.04 ) ( 0.56 ) ( 1.10 ) ( 7.78 )
−Removed: (1) The sum of the quarterly EPS amounts may not agree to the total for the year as basic and diluted EPS are computed independently for each of the periods presented
Subsequent Events
−Removed: Criticality Acquisition
−Removed: On April 22, 2020, the Company acquired the remaining 60.0 % of the equity in Criticality, LLC in exchange for consideration consisting of $ 5,000 cash and the settlement of the Company's $ 7,450 note receivable from Criticality, subject to certain post-closing adjustments.
−Removed: Inventories, Net
−Removed: During the quarter ended June 30, 2020, the Company recorded a $ 15,056 inventory LCM write-down of its inventory from the other products and services segment due to a shift in expected future products mix in response to market supply conditions and continued market price compression.
−Removed: Nicotine River, LLC Ownership Exchange
−Removed: On August 14, 2020, the Company exchanged its 40.0 % ownership interest in Nicotine River, LLC for an additional 14.3 % interest in Humble Juice Co, LLC ("Humble"), increasing the Company's ownership interest in Humble to 65.3 %.
−Removed: Humble is a consolidated subsidiary of the Company.
−Removed: Foreign Seasonal Lines of Credit
−Removed: On May 19, 2020, the Company amended the terms of its $ 105,000 of foreign seasonal lines of credit with the Standard Bank of South Africa Limited (“Standard”).
−Removed: The amendment reduced the total credit limit to $ 85,000 and changed the maturity date from April 30, 2020 to March 31, 2021 or May 1, 2021, depending on the line of credit.
−Removed: On June 29, 2020, the Company amended the terms of its $ 255,000 of the original aggregate maximum borrowing availability under the existing foreign seasonal lines of credit with Eastern and Southern African Trade and Development Bank (“TDB”).
−Removed: The amendment changed the anniversary date for renewal to July 31, 2020 and extended the review period for subsequent renewals from March 31, 2020 to July 31, 2020.
−Removed: On August 13, 2020, the Company entered into an Amendment and Restatement Agreement ("the Agreement") with TDB.
−Removed: The Agreement sets forth the terms that govern and supersede the terms of the separate existing foreign seasonal lines of credit for various subsidiaries of the Company with TDB.
−Removed: The original aggregate maximum borrowing availability under the existing foreign seasonal lines of credit was $ 255,000 and the aggregate borrowings outstanding were $ 240,500 as of August 13, 2020.
−Removed: Subject to certain conditions, the Agreement increases the Company's maximum aggregate borrowing capacity to $ 285,000 .
−Removed: Loans under the Agreement will bear interest at LIBOR plus 6 %.
−Removed: The Agreement terminates on June 30, 2021, and may be renewed at TDB’s discretion.
−Removed: Bankruptcy Proceedings
−Removed: On June 15, 2020, Pyxus International, Inc.
−Removed: and its subsidiaries Alliance One International, LLC, Alliance One North America, LLC, Alliance One Specialty Products, LLC and GSP Properties, LLC (collectively, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) with the Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) to implement a prepackaged chapter 11 plan of reorganization (“Prepack Plan”) that effectuates a financial restructuring of the Company’s secured debt (the “Restructuring”).
−Removed: The Company commenced solicitation of the Prepack Plan with a related disclosure statement (“Disclosure Statement”) on June 14, 2020.
−Removed: The Chapter 11 Cases have been administered jointly under the caption In re Pyxus International, Inc., et al.
−Removed: The Debtors filed motions with the Bankruptcy Court seeking authorization to continue to operate its businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.
−Removed: To ensure its ability to continue operating in the ordinary course of business both domestically and internationally, the Debtors also filed with the Bankruptcy Court a variety of “first day” relief motions, including authority to pay employee wages and benefits and vendors and suppliers in the ordinary course of business.
−Removed: The Prepack Plan and the “first day” relief anticipate that vendors and other unsecured creditors who continue to work with the Debtors on existing terms will be paid in full and in the ordinary course of business.
−Removed: Under the Bankruptcy Code, third-party actions to collect pre-petition indebtedness owed by the Debtors, as well as most litigation then pending against these entities, are subject to an automatic stay.
−Removed: Absent an order of the Bankruptcy Court providing otherwise, substantially all pre-petition liabilities are administered under a Chapter 11 plan of reorganization to be voted upon by creditors and other stakeholders, and approved by the Bankruptcy Court.
−Removed: However, under the Bankruptcy Code,
−Removed: regulatory proceedings (as well as criminal proceedings) are generally not subject to an automatic stay and continue during the pendency of the Chapter 11 Cases.
−Removed: The commencement of the Chapter 11 Cases constituted an event of default, and caused an automatic and immediate acceleration of repayment obligations under the First Lien Notes, the Second Lien Notes, and the ABL Facility.
−Removed: However, any efforts to enforce such payment obligations are automatically stayed as of the Petition Date, and are subject to the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.
−Removed: Further borrowings under the ABL Facility are not available as a result of this event of default.
−Removed: On June 14, 2020, the Debtors entered into a Restructuring Support Agreement (the “RSA”) with holders (collectively, the “Consenting Noteholders”) of greater than 92 % of the First Lien Notes and greater than 67 % of the Second Lien Notes.
−Removed: As set forth in the RSA, including in the term sheets attached thereto (including all exhibits, annexes and schedules attached thereto, the “Term Sheets”), the Debtors and Consenting Noteholders (collectively, the “RSA Parties”) agreed to the terms of the Restructuring, which was contemplated to be implemented through the Prepack Plan.
−Removed: On June 15, 2020, the Debtors commenced the Chapter 11 Cases to implement the Prepack Plan.
−Removed: The RSA contemplates a comprehensive deleveraging of the Debtors' balance sheet.
−Removed: The commencement of the Chapter 11 Cases constituted an event of default, and caused an automatic and immediate acceleration of repayment obligations under the Company's 8.5 % Senior Secured First Lien Notes due 2021 ("the First Lien Notes"), its 9.875 % Senior Secured Second Lien Notes due 2021 ("the Second Lien Notes"), and the Company's asset-based revolving credit facility ("the ABL Facility").
−Removed: However, any efforts to enforce such payment obligations are automatically stayed as of the Petition Date, and are subject to the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.
−Removed: Borrowings under the ABL Facility were not available commencing on the Petition Date as a result of this event of default.
−Removed: As described below, the ABL Facility was terminated and repaid on June 17, 2020.
−Removed: On June 17, 2020, following its receipt on such date of interim approval from the Bankruptcy Court (the “DIP Order”), the Company entered into a multiple draw superpriority secured debtor-in-possession term loan facility (the “DIP Facility”) in an aggregate principal amount of $ 206.7 million on the terms and conditions set forth in the DIP credit agreement (the “DIP Credit Agreement”) between the Company, certain holders of the Company’s 9.875 % senior secured second lien notes due 2021 (the “DIP Lenders”) and Cortland Capital Market Services LLC, as administrative agent and collateral agent, which is guaranteed by certain of the Debtors’ subsidiaries.
−Removed: The DIP Facility provides $ 131.7 million in initial funding, with the ability for Pyxus to borrow up to an additional $ 75.0 million upon entry of a final order from the Bankruptcy Court approving the DIP Facility, which was issued on July 20, 2020.
−Removed: Drawn amounts under the DIP Facility bear interest at either (1) an Alternate Base Rate plus 9.25 %, per annum or (2) 10.25 % plus the LIBOR Rate, per annum, with a LIBOR floor of 1.5 %.
−Removed: Undrawn amounts under the DIP Facility are subject to a ticking fee of 3.0 % per annum calculated on a daily basis on the aggregate daily unused amount, accruing commencing on June 17, 2020 and until such commitments have terminated, which ticking fee is due and payable in arrears on the earlier to occur of a borrowing upon entry of a final order and the date on which such commitments have terminated.
−Removed: During the continuance of an event of default (as further described in the DIP Credit Agreement), the overdue amounts under the DIP Facility bear interest at an additional 2 % per annum above the interest rate otherwise applicable.
−Removed: The proceeds of the DIP Facility are to be used, among other things, to (a) effect the refinancing of the ABL Facility (which occurred on June 17, 2020);
−Removed: (b) pay related transaction costs, fees and expenses;
−Removed: (c) provide working capital and for other general corporate purposes in accordance with the Budget;
−Removed: (d) make adequate protection payments as authorized by the Court in the DIP Order;
−Removed: (e) pay obligations arising from or related to the Carve Out (as defined below);
−Removed: and (f) pay restructuring costs incurred in connection with the Chapter 11 Cases.
−Removed: The maturity date of the DIP Facility is the earliest of (a) December 17, 2020;
−Removed: (b) the date of the substantial consummation (as defined in Section 1101(2) of the Bankruptcy Code) of a plan of reorganization;
−Removed: (c) the date on which Pyxus and its subsidiaries consummate a sale of all or substantially all of their assets pursuant to section 363 of the Bankruptcy Code or otherwise;
−Removed: and (d) such earlier date on which the loans shall become due and payable by acceleration or otherwise in accordance with the terms of the DIP Credit Agreement and the other related documents.
−Removed: Under the DIP Facility, the DIP Lenders and Cortland Capital Market Services LLC, as collateral agent, subject to the Carve Out and the terms of the DIP Order and, in each case, other than certain excluded assets, are at all times during the pendency of the Chapter 11 Cases secured, by (i) a first priority senior priming security interest in and lien upon the DIP Priming Collateral (as defined in the DIP Order);
−Removed: (ii) a first priority senior security interest in and lien upon the DIP Priority Collateral (as defined in the DIP Order), and (iii) a junior security interest in and lien upon DIP Junior Collateral (as defined in the DIP Order).
−Removed: The DIP Lenders and collateral agent are also secured by security interests in substantially all of the assets of certain non-debtor
−Removed: subsidiaries of Pyxus.
−Removed: The Debtors’ obligations to the DIP Lenders and the liens and superpriority claims are subject in each case to a carve out (the “Carve Out”), subject to a cap, that accounts for certain statutory fees, committee professional fees and post-notice professional fees payable in connection with the Chapter 11 Cases.
−Removed: Upon the effectiveness of the Plan, claims under the DIP Facility are satisfied in the manner described below and the DIP Facility terminates.
−Removed: Confirmation Order
−Removed: On August 21, 2020, the Bankruptcy Court entered an order (“Confirmation Order”) pursuant to the Bankruptcy Code, which approved and confirmed the Amended Joint Prepackaged Chapter 11 Plan of Reorganization of Pyxus and Its Affiliated Debtors (as supplemented and amended, the “Plan”).
−Removed: After the satisfaction or waiver of the conditions precedent of the Plan, the Debtors intend to effect the transactions contemplated by the Plan and emerge from Chapter 11 protection.
−Removed: The Confirmation Order and Plan are filed as Exhibit 2.1 and Exhibit 2.2 to the Company’s Form 8-K filed on August 24, 2020, respectively, are filed as exhibits to this Form 10-K and incorporated herein by reference.
−Removed: Summary Features of the Plan of Reorganization
−Removed: Pursuant to the Plan, the business assets and operations of the Company will vest in a new Virginia corporation, Pyxus Holdings, Inc., which will be an indirect subsidiary of an additional Virginia corporation (“New Pyxus”) which will be renamed Pyxus International, Inc.
−Removed: upon completion of such transfer of assets and operations.
−Removed: Under the Plan, all suppliers, vendors, employees, trade partners, foreign lenders and landlords will be unimpaired by the Plan and will be satisfied in full in the ordinary course of business, and the Company’s existing trade and customer contracts and terms will be maintained.
−Removed: New Pyxus will continue to operate the Company’s business in the ordinary course.
−Removed: Treatment of Claims and Interests
−Removed: The Plan provides for the following treatment of claims against and interest in the Company upon the effectiveness of the Plan:
−Removed: • Other Secured Claims (as defined in the Plan) will either (i) be paid in full in cash, (ii) be satisfied by delivery of collateral securing any such Claim (as defined in the Plan) and payment of any required interest or (iii) be reinstated.
−Removed: • Other Priority Claims (as defined in the Plan) will be paid in full in cash.
−Removed: • Holders of First Lien Notes Claims (as defined in the Plan) will receive (i) payment in full in cash of all accrued and unpaid interest on such First Lien Notes, and (ii) their pro rata share of the Exit Secured Notes (as defined in the Plan).
−Removed: • Holders (as defined in the Plan) of Second Lien Notes Claims (as defined in the Plan) will receive, at the Holder’s election, (i) their pro rata share of Second Lien Notes Common Stock Pool (as defined in the Plan) or (ii) cash equal to 2.00 % of the principal amount of all Second Lien Notes beneficially owned by such Holder.
−Removed: • Lenders under Foreign Credit Lines (as defined in the Plan) will be paid in the ordinary course of business in accordance with the terms of the relevant agreement.
−Removed: • General Unsecured Claims (as defined in the Plan) will be paid in the ordinary course of business.
−Removed: • The existing common stock of the Company shall be discharged, cancelled, released, and extinguished and of no further force or effect.
−Removed: Transactions in Connection with Emergence
−Removed: As contemplated by the Plan, certain transactions were effected on or prior to the effectiveness of the Plan, including the following:
−Removed: • Three new Virginia corporations (i.e., Pyxus One, Inc.
−Removed: (“New Pyxus”), Pyxus Parent, Inc.
−Removed: and Pyxus Holdings, Inc.) were organized.
−Removed: • Pyxus Parent, Inc.
−Removed: issued all of its equity interests to Pyxus One, Inc.
−Removed: in exchange for 25,000,000 shares of New Pyxus common stock, no par value (such common stock is referred to as “New Common Stock” and the 25,000,000 shares of which are referred to as the “Equity Consideration”).
−Removed: Pyxus Holdings, Inc.
−Removed: then issued all of its equity interests to Pyxus Parent, Inc.
−Removed: in exchange for the Equity Consideration.
−Removed: • Pyxus Holdings, Inc.
−Removed: entered into the Exit ABL Facility (as defined below) to borrow cash under Exit ABL Facility which together with cash on-hand is sufficient to fund (1) the distributions to holders of Allowed Second Lien Notes Claims (as defined in the Plan) that elected to take the Second Lien Notes Cash Option (as defined in the Plan) and (2) the Existing Equity Cash Pool (as defined in the Plan) (collectively such amount of cash is referred to as the “Cash Consideration”).
−Removed: • Pursuant to an Asset Purchase Agreement, Pyxus transferred to Pyxus Holdings, Inc.
−Removed: all of its assets (including by assuming and assigning all of Pyxus’ Executory Contracts and Unexpired Leases (as such terms are defined in the Plan) to Pyxus Holdings, Inc.
−Removed: in accordance with the Plan, other than those Executory Contracts and Unexpired Leases that were rejected) and Pyxus Holdings, Inc.
−Removed: assumed all of Pyxus’ obligations that are not discharged under the Plan (including all of Pyxus’ obligations to satisfy Allowed Administrative Claims, Allowed Professional Fee Claims, Allowed Other Secured Claims, Allowed Other Priority Claims, Allowed Foreign Credit Line Claims, Allowed General Unsecured Claims, Allowed Debtor Intercompany Claims and Allowed Debtor Intercompany Claims as set forth in the Plan (as such terms are defined in the Plan)) in exchange for (i) Pyxus Holdings, Inc.
−Removed: transferring the Equity Consideration to Pyxus, (ii) Pyxus Holdings, Inc.
−Removed: transferring the Cash Consideration to Pyxus, (iii) Pyxus Holdings, Inc.
−Removed: issuing the Exit Secured Notes (as defined below) under the Exit Secured Notes Indenture (as defined below) which, on behalf of Pyxus, was issued to the Holders of Allowed First Lien Notes Claims (as defined in the Plan) as set forth in the Plan, and (iv) Pyxus Holdings, Inc.
−Removed: issuing the Exit Term Loans (as defined below) under the Exit Term Facility (as defined below) which, on behalf of Old Pyxus, was issued to the holders of the DIP Facility Claims (as defined in the Plan) as set forth in the Plan.
−Removed: In addition to the transfer of assets to Pyxus Holdings, Inc., Pyxus Holdings, Inc.
−Removed: made an offer of employment to all employees of Pyxus and all such employees became employed by Pyxus Holdings, Inc., or a designated subsidiary, upon the effectiveness of the Plan on the same terms and conditions existing immediately prior to the effectiveness of the Plan.
−Removed: • New Pyxus and Pyxus Parent, Inc., along with each applicable subsidiary of New Pyxus, guaranteed the Exit Secured Notes, the Exit Term Facility and the Exit ABL Facility.
−Removed: • Pyxus provided for the distribution of (i) Exit Secured Notes to the Holders of Allowed First Lien Notes Claims pursuant to the Plan, (ii) New Common Stock from the Second Lien Notes Common Stock Pool (as defined in the Plan) to Holders of Allowed Second Lien Notes Claims (as defined in the Plan) that elected to receive New Common Stock under the Second Lien Notes Stock Option (as defined in the Plan) pursuant to the Plan, (iii) cash to the Holders of Allowed Second Lien Notes Claims that elected to take or are deemed to elect to take the Second Lien Notes Cash Option (as defined in the Plan), (iv) cash to the Qualifying Holders (as defined in the Plan) of the common stock of Pyxus pursuant to the Plan, and (v) the Exit Term Loans under the Exit Term Facility and the Exit Facility Shares to the Holders of the DIP Facility Claims pursuant to the Plan.
−Removed: • Pyxus changed its name to Old Holdco, Inc., and New Pyxus changed its name to Pyxus International, Inc.
−Removed: • New Pyxus elected a board of directors comprising J.
−Removed: Pieter Sikkel, Holly Kim, and Patrick Fallon and appointed as its officers the individuals serving as officers of Pyxus to the same offices held immediately prior to the effectiveness of the Plan.
−Removed: Third Party Releases
−Removed: Upon the effectiveness of the Plan, certain Holders of Claims and Interests (as such terms are defined in the Plan), except as otherwise specified in the Plan or Confirmation Order, were deemed to release and discharge the Released Parties (as defined in the Plan) from certain claims, obligations, rights, suits, damages, causes of action and liabilities in connection with the Chapter 11 Cases.
−Removed: Exit ABL Credit Facility
−Removed: On the Effective Date, Pyxus Holdings entered into an Exit ABL Credit Agreement (the “ABL Credit Agreement”), dated as of August 24, 2020 by and among, amongst others, Pyxus Holdings, certain lenders party thereto and Wells Fargo Bank, National Association, as administrative agent and collateral agent to establish an asset-based revolving credit facility (the “ABL Facility”).
−Removed: The ABL Facility may be used for revolving credit loans and letters of credit from time to time up to an initial maximum principal amount of $ 75.0 million, subject to the limitations described below in this paragraph.
−Removed: Under certain conditions, Pyxus Holdings may solicit the ABL Lenders to provide additional revolving loan commitments under the ABL Facility in an aggregate amount not to exceed $ 15.0 million.
−Removed: The ABL Facility is required to be drawn at all times in an amount greater than or equal to the lesser of (i) 25 % of total commitments under the ABL Facility and (ii) $ 18.75 million.
−Removed: The amount available under the ABL Facility is limited by a borrowing base consisting of eligible accounts receivable and inventory as follows:
−Removed: • 85 % of eligible accounts receivable, plus
−Removed: • the lesser of (i) 70 % of eligible inventory valued at the lower of cost (based on a first-in first-out basis) and market value thereof (net of intercompany profits) or (ii) 85 % of the appraised net-orderly-liquidation value of eligible inventory.
−Removed: The ABL Facility permits both base rate borrowings and LIBOR borrowings.
−Removed: Borrowings under the ABL Facility bear interest at an annual rate equal to LIBOR plus 475 basis points or 375 basis points above base rate, as applicable, with a fee on unutilized commitments at an annual rate of 100 basis points.
−Removed: The ABL Facility matures on February 24, 2023 , subject to extension on terms and conditions set forth in the ABL Credit Agreement.
−Removed: The ABL Facility may be prepaid from time to time, in whole or in part, without prepayment or premium, subject to a termination fee of 50 basis points upon the permanent reduction of commitments under the ABL Facility, including maturity.
−Removed: In addition, customary mandatory prepayments of the loans under the ABL Facility are required upon the occurrence of certain events including, without limitation, certain dispositions of assets outside of the ordinary course of business in respect of certain collateral securing the ABL Facility and certain casualty and condemnation events.
−Removed: With respect to base rate loans, accrued interest is payable monthly in arrears on the last business day of each calendar month and, with respect to LIBOR loans, accrued interest is payable monthly and on the last day of any applicable interest period.
−Removed: Pyxus Holdings’ obligations under the ABL Facility (and certain related obligations) are (a) guaranteed by Pyxus Holdings, Pyxus Parent, Inc.
−Removed: and the Company and all of Pyxus Holdings’ material domestic subsidiaries, and each of Pyxus Holdings’ future material domestic subsidiaries is required to guarantee the ABL Facility on a senior secured basis (including Pyxus Holdings, collectively, the “ABL Loan Parties”) and (b) secured by the Collateral, as described below, which is owned by the ABL Loan Parties.
−Removed: The liens and other security interests granted by the ABL Loan Parties on the Collateral for the benefit of the lenders under the ABL Facility (and certain related secured parties) are, subject to certain permitted liens, secured by first-priority security interests on ABL Priority Collateral (as defined in the ABL/Term Loan/Intercreditor Agreement) with the security interests securing the Term Loan Credit Facility and the Senior Secured First Lien Notes junior thereto, each as described below.
−Removed: The obligations of Pyxus Holdings and each other ABL Credit Party under the ABL Facility and any related guarantee have respective priorities in a waterfall with respect to portions of the Collateral as set forth in the ABL/Term Loan/Notes Intercreditor Agreement and the Term Loan/Notes Intercreditor Agreement described below.
−Removed: Cash Dominion
−Removed: Under the terms of the ABL Facility, if (i) an event of default has occurred and is continuing or (ii) excess borrowing availability under the ABL Facility (based on the lesser of the commitments thereunder and the borrowing base) (the “Excess Availability”) falls below the greater of (x) $ 7.5 million and (y) 10 % of the lesser of (A) the commitments under the ABL Facility at such time and (B) the borrowing base at such time (such greater amount being the “Cash Dominion Threshold”), the ABL Loan Parties will become subject to cash dominion, which will require daily prepayment of loans under the ABL Facility with the cash deposited in certain deposit accounts of the ABL Loan Parties, including concentration accounts, and will restrict the ABL Loan Parties’ ability to transfer cash from their concentration accounts to their disbursement accounts.
−Removed: Such cash dominion period (a “Dominion Period”) shall end when (i) if arising as a result of a continuing event of default, such event of default ceases to exist, or (ii) if arising as a result of non-compliance with the Excess Availability threshold, Excess Availability shall be equal to or greater than the Cash Dominion Threshold for a period of 30 consecutive days.
−Removed: Financial Covenants
−Removed: The ABL Credit Agreement governing the ABL Facility contains a covenant requiring that the Company’s fixed charge coverage ratio be no less than 1.00 to 1.00 during any Dominion Period.
−Removed: Affirmative and Restrictive Covenants
−Removed: The ABL Credit Agreement governing the ABL Facility contains customary representations and warranties, affirmative and negative covenants (subject, in each case, to exceptions and qualifications) and events of defaults, including covenants that limit the Company’s and its restricted subsidiaries' ability to, among other things:
−Removed: • incur additional indebtedness or issue disqualified stock or preferred stock;
−Removed: • make investments;
−Removed: • pay dividends and make other restricted payments;
−Removed: • sell certain assets;
−Removed: • create liens;
−Removed: • consolidate, merge, sell or otherwise dispose of all or substantially all of their assets;
−Removed: • enter into transactions with affiliates;
−Removed: • designate subsidiaries as Unrestricted Subsidiaries.
−Removed: The description of the ABL Credit Agreement and the ABL Facility set forth herein is qualified in its entirety by reference to the ABL Credit Agreement filed as Exhibit 10.1 hereto, which is incorporated by reference herein.
−Removed: Exit Term Loan Credit Facility
−Removed: On the Effective Date, Pyxus Holdings entered into an Exit Term Loan Credit Agreement (the “Term Loan Credit Agreement”), dated as of August 24, 2020 by and among, amongst others, Pyxus Holdings, certain lenders party thereto and Alter Domus (US) LLC, as administrative agent and collateral agent to establish a term loan credit facility in an aggregate principal amount of approximately $ 213.5 million (the “Term Loan Credit Facility”).
−Removed: The aggregate principal amount of loans outstanding under Debtors’ debtor-in-possession financing facility, and related fees, were converted into, or otherwise satisfied with the proceeds of, the Term Loan Credit Facility.
−Removed: The Term Loan Credit Facility permits both base rate borrowings and LIBOR borrowings.
−Removed: Borrowings under the Term Loan Credit Facility bear interest at an annual rate equal to LIBOR plus 800 basis points or 700 basis points above base rate, as applicable.
−Removed: In addition to the cash interest payments, from and after the first anniversary of the Term Loan Credit Agreement, the term loans under the Term Loan Credit Facility bear “payment in kind” interest in an annual rate equal to 100 basis points, which rate increases by an additional 100 basis points on each of the second, third and fourth anniversaries of the Term Loan Credit Agreement.
−Removed: The Term Loan Credit Facility matures on June 24, 2025 .
−Removed: The Term Loan Credit Facility may be prepaid from time to time, in whole or in part, without prepayment or penalty.
−Removed: In addition, customary mandatory prepayments of the loans under the Term Loan Credit Facility are required upon the occurrence of certain events including, without limitation, certain dispositions of assets outside of the ordinary course of business in respect of certain collateral securing the Term Loan Credit Facility and certain casualty and condemnation events.
−Removed: With respect to base rate loans, accrued interest is payable monthly in arrears on the last business day of each calendar month and, with respect to LIBOR loans, accrued interest is payable monthly and on the last day of any applicable interest period.
−Removed: Pyxus Holdings’ obligations under the ABL Facility (and certain related obligations) are (a) guaranteed by Pyxus Holdings, Pyxus Parent, Inc.
−Removed: and the Company, all of Pyxus Holdings’ material domestic subsidiaries and certain of Pyxus Holdings’ foreign subsidiaries, and each of Pyxus Holdings’ future material domestic subsidiaries, subject to certain limitations (the "Foreign Guarantors") is required to guarantee the Term Loan Credit Facility on a senior secured basis (including Pyxus Holdings collectively, the “Term Facility Loan Parties”) and (b) secured by the Collateral, as described below, which is owned by the Term Facility Loan Parties.
−Removed: The liens and other security interests granted by the Term Facility Loan Parties on the Collateral for the benefit of the lenders under the Term Loan Credit Facility (and certain related secured parties) are, subject to certain permitted liens, secured by first-priority security interests on the Term Loan Priority Collateral and a junior lien on the ABL Priority Collateral and the Notes Priority Collateral (in each case as defined in the ABL/Term Loan/Notes Intercreditor Agreement and the Term Loan/Notes Intercreditor Agreement (together, the “Intercreditor Agreements”).
−Removed: The obligations of Pyxus Holdings and each other Term Facility Loan Party under the Term Loan Credit Facility and any related guarantee have respective priorities as set forth in the Intercreditor Agreements described below.
+Added: DDTL Facility
+Added: On April 23, 2021, Intabex entered into the DDTL Facility Credit Agreement, dated as of April 23, 2021 (the “Closing Date”), by and among (i) Intabex, as borrower, (ii) the Parent Guarantors, (iii) DDTL Facility Lenders, and (iv) Alter Domus (US) LLC, as administrative agent and collateral agent.
+Added: The DDTL Facility Credit Agreement establishes a $ 120,000 delayed-draw term loan credit facility permitting borrowings by Intabex in up to four draws on or prior to June 30, 2021 in a minimum amount of $ 30,000 each (or, if less than $ 30,000 remains available under the DDTL Facility, the remaining commitments under the DDTL Facility).
+Added: The proceeds of the DDTL Loans are to be used to provide ongoing working capital and for other general corporate purposes of Intabex, the Guarantors (as defined below) and their subsidiaries.
+Added: The DDTL Facility and all DDTL Loans made thereunder mature on July 31, 2022.
+Added: The DDTL Loans may be prepaid and undrawn commitments may be reduced or terminated by Intabex at any time, in each case without premium or penalty other than the Exit Fee described below and, in the case of any prepayment of LIBOR loans (as defined below), subject to customary breakage.
+Added: Any undrawn commitments automatically terminate on June 30, 2021.
+Added: Amounts prepaid or repaid in respect of DDTL Loans may not be reborrowed under the DDTL Facility.
+Added: Interest on the aggregate principal amount of outstanding DDTL Loans accrues at an annual rate of LIBOR plus 9.00 %, subject to a LIBOR floor of 1.50 %, for “LIBOR loans” or, for loans that are not LIBOR loans, at an annual rate of an alternative base rate (as specified in the DDTL Facility Credit Agreement) plus 8.00 %.
+Added: Interest is to be paid in arrears in cash upon prepayment, acceleration, maturity, and on the last day of each interest period (and every three months in the case of interest periods in excess of three months) for LIBOR loans and on the last day of each calendar month for loans that are not LIBOR loans.
+Added: Pursuant to the DDTL Facility Credit Agreement, the DDTL Facility Lenders received a non-refundable commitment fee equal to 2.00 % of the aggregate commitments under the DDTL Facility, paid in cash in full on the Closing Date and netted from the proceeds of the DDTL Loan borrowed on the Closing Date.
+Added: The DDTL Facility Credit Agreement provides for the payment by Intabex to the DDTL Facility Lenders of a non-refundable exit fee (the “Exit Fee”) in the amounts set forth in the table below in respect of (x) any DDTL Loans repaid (whether prepaid voluntarily or paid following acceleration or at maturity) and (y) any unused commitments remaining under the DDTL Facility upon its termination (whether such termination is voluntary or automatic).
+Added: The Exit Fee is deemed to have been earned on the Closing Date, and is due and payable in cash on each date of repayment or termination, as applicable, in respect of the DDTL Loans or commitments repaid or terminated on such date, as applicable.
+Added: Loan Repayment/Commitment Termination Date Exit Fee
+Added: On or before September 30, 2021 1.00 %
+Added: After September 30, 2021 and on or before December 31, 2021 2.50 %
+Added: After December 31, 2021 and on or before March 31, 2022 3.50 %
+Added: After March 31, 2022 5.00 %
+Added: At June 29, 2021, the DDTL Facility was fully drawn and the aggregate principal amount outstanding was $ 120,000 .
+Added: The obligations of Intabex under the DDTL Facility Credit Agreement (and certain related obligations) are (a) guaranteed by the Parent Guarantors and Alliance One International Tabak B.V., an indirect subsidiary of the Company, and each of the Company’s domestic and foreign subsidiaries that is or becomes a guarantor of borrowings under the Term Loan Credit Agreement (which subsidiaries are referred to collectively, together with the Parent Guarantors, as the “Guarantors”), and (b) are secured by the pledge of all of the outstanding equity interests of (i) Alliance One Brasil Exportadora de Tabacos Ltda.
+Added: (“AO Brazil”), which principally operates the Company’s leaf tobacco operations in Brazil, and (ii) Alliance One International Tabak B.V., which owns a 0.001 % interest of AO Brazil.
Affirmative and Restrictive Covenants
−Removed: The Term Loan Credit Agreement governing the Term Loan Credit Facility contains customary representations and warranties, affirmative and negative covenants (subject, in each case, to exceptions and qualifications) and events of defaults, including covenants that limit the Company's and its restricted subsidiaries' ability to, among other things:
−Removed: • incur additional indebtedness or issue disqualified stock or preferred stock;
−Removed: • make investments;
−Removed: • pay dividends and make other restricted payments;
−Removed: • sell certain assets;
−Removed: • create liens;
−Removed: • consolidate, merge, sell or otherwise dispose of all or substantially all of their assets;
−Removed: • enter into transactions with affiliates;
−Removed: • designate subsidiaries as Unrestricted Subsidiaries.
−Removed: The description of the Term Loan Credit Agreement and the Term Loan Credit Facility set forth herein is qualified in its entirety by reference to the Term Loan Credit Agreement filed as Exhibit 10.2 hereto, which is incorporated by reference herein.
−Removed: Exit Senior Secured First Lien Notes
−Removed: On the Effective Date, Pyxus Holdings issued approximately $ 280.8 million in aggregate principal amount of its 10.00 % Senior Secured First Lien Notes due 2024 (the “Notes”) to holders of Allowed First Lien Notes Claims (as defined in the Plan) pursuant to an Indenture (the “Indenture”) dated as of the Effective Date among Pyxus Holdings, the initial guarantors party thereto, and Wilmington Trust, National Association, as trustee, and collateral agent.
−Removed: The Notes bear interest at a rate of 10.00 % per year, payable semi-annually in arrears in cash on February 15 and August 15 of each year, beginning February 15, 2020, to holders of record at the close of business on the preceding February 1 and August 1, respectively.
−Removed: The Notes mature on August 24, 2024 .
−Removed: The Notes are initially guaranteed on a senior secured basis by the Company, all of the Company’s material domestic subsidiaries (other than Pyxus Holdings) and the Foreign Guarantors, on a subordinated basis to the guarantees securing the Term Loan Facility and each of its future material domestic subsidiaries are required to guarantee the Notes on a senior secured basis.
−Removed: Optional Redemption
−Removed: At any time prior to August 24, 2022, Pyxus Holdings may redeem the Notes, in whole or in part, at a redemption price equal to the “make-whole” amount as set forth in the Indenture, plus accrued and unpaid interest, if any, to, but not including, the redemption date.
−Removed: On or after August 24, 2022, the Pyxus Holdings may on any one or more occasions redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest on the Notes redeemed, to the applicable date of redemption, if redeemed during the periods specified below, subject to the rights of holders of Notes on the relevant record date to receive interest on the relevant interest payment date:
−Removed: Period Percentage
−Removed: From August 24, 2022 to August 23, 2023 105.0 %
−Removed: From August 24, 2023 to August 23, 2024 102.5 %
−Removed: On or after February 24, 2024 100.0 %
−Removed: Mandatory Repurchase Offers
−Removed: Upon a “Change of Control” (as defined in the Indenture), Pyxus Holdings will be required to make an offer to repurchase the Notes at a price in cash equal to 101 % of the principal amount thereof.
−Removed: Upon certain asset sales, Pyxus Holdings may be required to make an offer to repurchase the Notes at a price in cash equal to 100 % of the principal amount thereof.
−Removed: Certain Covenants
−Removed: The Indenture contains covenants that will impose restrictions on Pyxus Holdings, the Company and the Company’s subsidiaries (other than subsidiaries that may in the future be designated as “Unrestricted Subsidiaries” under the Indenture), including on their ability to, among other things:
+Added: The DDTL Facility Credit Agreement contains representations and warranties, affirmative and negative covenants (subject, in each case, to exceptions and qualifications) and events of defaults applicable to the Company and its subsidiaries similar to those included in the Exit Term Loan Credit Agreement, including covenants that limit the Company’s ability to, among other things:
• incur additional indebtedness or issue disqualified stock or preferred stock;
−Removed: • make investments;
−Removed: • pay dividends and make other restricted payments;
+Added: • make certain investments and other restricted payments;
+Added: • enter into limitations on its ability to pay dividends, make loans or otherwise transfer assets to its immediate parent entity or to its subsidiaries;
• sell certain assets;
• create liens;
−Removed: • enter into sale and leaseback transactions;
−Removed: • consolidate, merge, sell or otherwise dispose of all or substantially all of the Company’s assets;
+Added: • consolidate, merge, sell or otherwise dispose of all or substantially all of its assets;
• enter into transactions with affiliates;
−Removed: The description of the Indenture and the Notes set forth herein is qualified in its entirety by reference to the Indenture, which includes the form of the Notes, filed as Exhibit 4.1 hereto, which is incorporated by reference herein.
−Removed: The liens and other security interests granted by Pyxus Holdings and the guarantors on the Collateral for the benefit of the noteholders are, subject to certain permitted liens, secured by first-priority security interests on the Notes Priority Collateral and a junior lien on the ABL Priority Collateral and the Term Loan Priority Collateral (in each case as defined in the Intercreditor Agreements.
−Removed: The obligations of Pyxus Holdings and each other guarantor have respective priorities with respect to the guarantees and the Collateral as set forth in the Intercreditor Agreements described below.
−Removed: Intercreditor Agreements
−Removed: The priority of the obligations under each of the Notes, the ABL Facility and the Term Loan Credit Facility are set forth in the two intercreditor agreements entered into in connection with the Plan, including the issuance of the Notes and the establishment of the ABL Facility and the Term Loan Credit Facility.
−Removed: ABL/Term Loan/Notes Intercreditor Agreement
−Removed: The intercreditor relationship between, (i) on one hand, the holders of obligations under the ABL Facility, the guarantees thereof and certain related obligations and (ii) on the other hand, (A) the holders of obligations under the Term Loan Credit Facility, the guarantees thereof and certain related obligations and (B) the holders of obligations under the Notes, the guarantees thereof and certain related obligations, is governed by the ABL/Term Loan/Notes Intercreditor Agreement.
−Removed: Pursuant to the terms of the ABL/Term Loan/Notes Intercreditor Agreement, Pyxus Holdings’ obligations under the ABL Facility, the guarantees thereof and certain related obligations have first priority liens on the Collateral consisting of ABL Priority Collateral (as defined therein), including certain accounts receivable and inventory and certain related intercompany notes, cash, deposit accounts, related general intangibles and instruments, certain other related assets of the foregoing entities and proceeds of the foregoing (other than identifiable cash proceeds of the Term Loan Priority Collateral or the Notes Priority Collateral, each as defined below), with the obligations under the Notes and the Term Loan Facility having junior priority liens on the ABL Priority Collateral.
−Removed: Pursuant to the ABL/Term Loan/Notes Intercreditor Agreement, Pyxus Holdings’ collective obligations under the Term Loan Credit Facility and the Notes, the guarantees thereof and certain related obligations have first priority liens on the Notes Priority Collateral which consists of the Collateral that is not ABL Priority Collateral, including owned material real property in the United States, capital stock of subsidiaries owned directly by Pyxus Holdings or a guarantor, existing and after acquired intellectual property rights, equipment, related general intangibles and instruments and certain other assets related to the foregoing and proceeds of the foregoing, with the obligations under the ABL Facility having junior priority liens on the Notes Priority Collateral.
−Removed: Term Loan/Notes Intercreditor Agreement
−Removed: The intercreditor relationship between and among the holders of obligations under the Term Loan Credit Facility, the guarantees thereof and certain related obligations and the holders of obligations under the Notes, the guarantees thereof and certain related obligations is governed by the Term Loan/Notes Intercreditor Agreement.
−Removed: Pursuant to the terms of the Term Loan/Notes Intercreditor Agreement, Pyxus Holdings’ obligations under the Term Loan Credit Facility, the guarantees thereof and certain related obligations have senior priority liens on the Term Loan Priority Collateral consisting of (i) all assets and property of Pyxus Holdings and any domestic Guarantor constituting ABL Priority Collateral up to (A) $ 125,000 minus (B) the aggregate principal amount of loans and the aggregate face amount of letters of credit outstanding under the ABL Credit Agreement, and (ii) all assets and property of any Foreign Guarantor constituting Collateral securing the Term Loan Agreement, with the obligations under the Notes having junior priority liens on the Term Loan Priority Collateral (the "ABL Priority Collateral Cap").
−Removed: The liens securing the Notes and the Term Loan Facility on the ABL Priority Collateral in excess of the ABL Priority Collateral Cap will be secured on a pari passu basis.
−Removed: Further, the guarantees of the Foreign Guarantors in respect of the Notes are subordinated in right of payments to the guarantees of the Foreign Guarantors in respect of the Term Loan Facility.
−Removed: Pursuant to the Term Loan/Notes Intercreditor Agreement, Pyxus Holdings’ obligations under the Notes, the guarantees thereof and certain related obligations have first priority liens on all Notes Priority Collateral, with the obligations under the Term Loan Facility having junior priority liens on the Notes Priority Collateral.
−Removed: Shareholders Agreement
−Removed: On August 24, 2020, the Company entered into a Shareholders Agreement (the “Shareholders Agreement”), among the Company and the investors listed therein, each other beneficial owner of the Company's common stock as of the date of the Shareholder Agreement deemed to be a party thereto pursuant to the Plan and other persons that may from time to time become parties thereto (collectively, the “Investors”).
−Removed: The Shareholders Agreement provides that each of Glendon Capital Management LP (together with its affiliates, the “Glendon Investor”) and Monarch Alternative Capital LP (together with its affiliates, the “Monarch Investor”) shall be entitled to nominate two individuals to serve on the seven -member board of directors of the Company so long as it beneficially owns at least 20 % of the outstanding shares of the Company common stock, or one individual to serve as such a director if it beneficially owns fewer than 20 % of the outstanding shares but at least 10 % of the outstanding shares.
−Removed: The Shareholders Agreement provides that the Investors shall take all necessary action to elect such nominees of each of the Glendon Investor and the Monarch Investor as directors, as well as the election of the chief executive officer of the Company as a director and other individuals qualifying as independent directors to be selected by Investors that beneficially own 5 % or more of the outstanding shares of common stock of the Company, as determined by a majority of the shares of New Pyxus common stock beneficially owned by such Investors.
−Removed: The Shareholders Agreement provides that the chairperson of the board of directors of the Company is to be elected by a majority of the directors that had been nominated by
−Removed: the Glendon Investor (the “Glendon Directors”) and those that had been nominated by the Monarch Investor (the “Monarch Directors”), with the chairperson of such board to be elected by the board of directors of the Company if the Glendon Directors and Monarch Directors are together fewer than three in number or fail to appoint a chairperson.
−Removed: The Shareholders Agreement also includes provisions for the removal and replacement of the Glendon Directors at the request of the Glendon Investor and the removal and replacement of the Monarch Directors at the request of the Monarch Director, as well as provisions with respect to the calling and quorum of meetings of the board of directors of the Company, membership of committees of the board of directors of the Company, and compensation and insurance of members of the board of directors of the Company.
−Removed: The Shareholders Agreement also provides for tag-along rights for Investors beneficially owning 1 % or more of the outstanding shares of the Company's common stock (the “ 1 % Investors”) upon the transfer by an Investor or group of Investors of 20 % or more of the outstanding shares of the Company's common stock, drag-along rights upon the transfer of shares by an Investor or group of Investors of 50 % or more of the outstanding shares of the Company's common stock, rights of first offer with respect to the transfer by an Investor, subject to certain exceptions, of 1 % or more of the outstanding shares of the Company's common stock, pre-emptive rights to the 1 % Investors upon issuance of new securities by the Company, and demand and piggyback registration rights.
−Removed: The Shareholders Agreement includes the agreement of the Investors not to transfer shares of common stock of the Company (i) in violation of federal and state securities laws, (ii) in a transfer that would cause the Company to be regarded as an “investment company” under the Investment Company Act of 1940, as amended, (iii) in a transfer, at any time that the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, that would cause the number of holders of the Company's common stock to exceed specified thresholds, or (iv) in a transfer that is, to the knowledge of the transferor after reasonable inquiry, (A) to any specified competitor of the Company (B) or to a person that would become either a beneficial owner of 5 % of the outstanding common stock of the Company or a “5-percent shareholder” within the meaning of Section 382 of the Internal Revenue Code and the regulations promulgated thereunder (collectively, a “ 5 % Holder”).
−Removed: The Shareholders Agreement provides that the board of directors may waive these restrictions, provided that any waiver of the restriction with respect to a person that would become a 5 % Holder upon such transfer may be waived only if the transferee enters into a joinder agreeing to be bound by the Shareholders Agreement.
−Removed: Dissolution and Successor Reporting
−Removed: Pursuant to the Plan, the Company will, promptly following the effectiveness of the Plan, commence proceedings for the dissolution and winding up the affairs of the Company.
−Removed: During such period, the Company’s corporate existence will continue, but its activities will be limited to those matters appropriate to the winding up and liquidation of its business and affairs.
−Removed: Following the effectiveness of the Plan, the common stock of New Pyxus will be deemed to be registered under Section 12 of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12g-3 thereunder.
−Removed: Accordingly, following the effectiveness of the Plan, New Pyxus will be obligated to file with the Securities and Exchange Commission annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other filings and to otherwise comply with requirements applicable to entities with a class of securities so registered.
+Added: • engage directly or indirectly in any business other than the businesses engaged in by it and its subsidiaries are currently engaged.
+Added: In addition, the DDTL Facility Credit Agreement includes a customary “passive holding company” covenant that contains certain additional restrictions on Intabex and its subsidiaries’ activities and requirements for Intabex to provide to the DDTL Facility Lenders certain periodic financial and operating reports for the Guarantors and their subsidiaries on a consolidated basis.
+Added: At June 29, 2021, Intabex and each Guarantor was in compliance with all such covenants under the DDTL Facility Credit Agreement.
+Added: Related Party Transaction
+Added: Based on a Schedule 13D filed with the SEC on September 3, 2020 by Glendon Capital Management, L.P., Glendon Opportunities Fund, L.P.
+Added: and Glendon Opportunities Fund II, L.P., Glendon Capital Management, L.P.
+Added: reported beneficial ownership of 7,939 shares of the Company’s common stock, representing approximately 31.8 % of the outstanding shares of the Company’s common stock.
+Added: Based on a Schedule 13D filed with the SEC on September 3, 2020 by Monarch Alternative Capital LP, MDRA GP LP and Monarch GP LLC, Monarch Alternative Capital LP reported beneficial ownership of 6,033 shares of the Company’s common stock, representing approximately 24.1 % of the outstanding shares of the Company’s common stock.
+Added: Pursuant to the Shareholders Agreement, Holly Kim and Patrick Fallon were designated to serve as directors of Pyxus and each continues to serve as a director of Pyxus.
+Added: Kim is a Partner at Glendon Capital Management L.P.
+Added: Fallon is a Managing Principal at Monarch Alternative Capital LP.
+Added: The DDTL Facility Credit Agreement, any and all borrowings thereunder and the guaranty transactions described above were approved, and determined to be on terms and conditions at least as favorable to the Company and its subsidiaries as could reasonably have been obtained in a comparable arm’s-length transaction with an unaffiliated party, by a majority of the disinterested members of the Board of Directors of Pyxus.
+Added: CCAA Proceedings
+Added: On May 10, 2021, a definitive agreement for the sale of the assets of Figr Norfolk was entered into for an estimated purchase price of Cdn.$ 5,000 .
+Added: On June 10, 2021, the Canadian Court approved the sale agreement.
+Added: The consummation of the sale under this agreement is subject to approval of the buyers by Health Canada and the satisfaction of certain other conditions.
+Added: On May 25, 2021, a definitive agreement was entered into with a separate buyer for the sale of the outstanding equity of Figr East and certain intangible assets of Figr Brands for an estimated aggregate purchase price of Cdn.$ 24,750 .
+Added: On June 10, 2021, the Canadian Court approved the sale agreement.
+Added: On June 25, 2021, Health Canada approved the buyers of Figr East and certain intangible assets of Figr Brands.
+Added: The consummation of the sale of Figr East and certain intangible assets of Figr Brands occurred on June 28, 2021.
+Added: The amount of recovery that the Company may receive from the sale of the assets of Figr Norfolk, the sale of the outstanding equity of Figr East, and the sale of certain intangible assets of Figr Brands will be impacted by the amount of claims against the Canadian Cannabis Subsidiaries submitted in the CCAA Proceeding, the extent to which such claims are approved by the Canadian Court, and the extent to which the Company's interest in the Canadian Cannabis Subsidiaries are determined by the Canadian Court to be debt claims entitled to recovery on the same basis as other unsecured creditor claims with respect to the Canadian Cannabis Subsidiaries.
+Added: African Seasonal Lines of Credit
+Added: On June 24, 2021, the Company, and certain of its subsidiaries, including the African Subsidiaries, entered into an Amendment Agreement (the “Amendment Agreement”) with TDB to amend the TDB Facility Agreement, which governs the terms of the
+Added: separate foreign seasonal lines of credit of each of the African Subsidiaries with TDB.
+Added: The Amendment Agreement became effective on June 28, 2021 and amends the TDB Facility Agreement as follows:
+Added: • It extends the term of the separate lines of credit of each of the Company’s subsidiaries in Malawi, Tanzania, and Zambia to June 25, 2022;
+Added: • It decreases the lending commitment with respect to the line of credit of the Company’s Malawi subsidiary from $ 120.0 million to $ 80.0 million, effective from and including June 28, 2021;
+Added: • It includes provisions allowing for an increase in the lending commitment with respect to the line of credit of the Company’s Tanzania subsidiary from $ 70.0 million to $ 85.0 million, subject to the satisfaction of certain documentation requirements;
+Added: • It terminates the separate lines of credit of the Companies’ subsidiaries in Kenya and Uganda, effective from and including June 30, 2021 (with outstanding borrowings thereunder to be repaid by June 30, 2021);
+Added: • It requires the Company and such subsidiaries to enter into an agreement to amend and restate the TDB Agreement by August 13, 2021 to reflect items specified in the Amendment Agreement.
Report of Independent Registered Public Accounting Firm
−Removed: To the shareholders and the Board of Directors of Old Holdco, Inc.
−Removed: (formerly Pyxus International, Inc.)
+Added: To the shareholders and the Board of Directors of Pyxus International, Inc.
Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheets of Old Holdco, Inc.
−Removed: (formerly Pyxus International, Inc.) and subsidiaries (the "Company") as of March 31, 2020 and 2019, the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity, and cash flows, for each of the three years in the period ended March 31, 2020, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").
−Removed: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2020, in conformity with accounting principles generally accepted in the United States of America.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of March 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August 24, 2020, expressed an unqualified opinion on the Company’s internal control over financial reporting.
−Removed: Emergence from Bankruptcy
−Removed: As discussed in Note 1 and Note 28 to the financial statements, on August 21, 2020, the Bankruptcy Court entered an order confirming the plan of reorganization which became effective on August 24, 2020.
−Removed: Under the plan of reorganization, the Company is required to comply with certain terms and conditions as more fully described in Note 28 to the financial statements.
−Removed: Change in Accounting Principle
−Removed: As discussed in Note 1 to the financial statements, the Company has changed its method of accounting for leases in effect April 1, 2019 due to the adoption of Accounting Standards Codification (“ASC”) Topic 842, “Leases.”
+Added: We have audited the accompanying consolidated balance sheets of Pyxus International, Inc.
+Added: and subsidiaries (the "Company") as of March 31, 2021 (Successor Company balance sheet) and 2020 (predecessor Company balance sheet), the related consolidated statements of income, comprehensive (loss) income, shareholders' equity, and cash flows, for the seven months ended March 31, 2021 (Successor Company operations), the five months ended August 31, 2020, and for each of the two years in the period ended March 31, 2020 (Predecessor Company operations), and the related notes (collectively referred to as the "financial statements").
+Added: In our opinion, the Successor Company financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2021, and the results of its operations and its cash flows for the seven months ended March 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
+Added: Further, in our opinion, the Predecessor Company financial statements present fairly, in all material respects, the financial position of the Predecessor Company as of March 31, 2020, and the results of its operations and its cash flows for the five months ended August 31, 2020, and for each of the two years in the period ended March 31, 2020, in conformity with accounting principles generally accepted in the United States of America.
+Added: Fresh-Start Reporting
+Added: As discussed in Note 3 to the financial statements, on August 21, 2020, the Bankruptcy Court entered an order confirming the plan of reorganization which became effective on August 24, 2020.
+Added: Accordingly, the accompanying financial statements have been prepared in conformity with FASB Accounting Standard Codification 852, Reorganizations , for the Successor Company as a new entity with assets, liabilities, and a capital structure having carrying values not comparable with prior periods as described in Note 4 to the financial statements.
Basis for Opinion
1 unchanged sentence
Our responsibility is to express an opinion on the Company's financial statements based on our audits.
−Removed: We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
+Added: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
1 unchanged sentence
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
+Added: The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
+Added: As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
+Added: Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
2 unchanged sentences
We believe that our audits provide a reasonable basis for our opinion.
+Added: Critical Audit Matters
+Added: The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
+Added: Fresh Start Reporting — Refer to Note 4 to the financial statements
+Added: Critical Audit Matter Description
+Added: As described in Note 4 to the consolidated financial statements, and in connection with the emergence from Chapter 11, the Company qualified for and adopted fresh start reporting in accordance with ASC 852, Reorganizations .
+Added: Management derived a reorganization value from the Company’s enterprise value which was estimated to be $1.25 billion.
+Added: The reorganization value represents the fair value of the Company’s total assets before considering liabilities and is intended to approximate the amount a willing buyer would pay for the Company’s assets immediately after restructuring.
+Added: The Company allocated the reorganization value to its individual assets based on their estimated fair values.
+Added: Auditing the adoption of fresh start reporting was complex due to the significant estimation uncertainty in determining the fair value of the Company’s assets.
+Added: The identified intangible assets of $71 million, which principally consisted of trade names, technology, licenses, and customer relationships, were subject to significant estimation uncertainty primarily due to the sensitivity of the respective fair values to underlying assumptions in the discounted cash flow models used to measure the intangible assets.
+Added: Significant assumptions included discount rates and certain assumptions that form the basis of the forecasted results such as revenue growth rates, margins, and attrition rates which may be affected by future economic and market conditions.
+Added: How the Critical Audit Matter Was Addressed in the Audit
+Added: Our audit procedures related to management’s estimates and assumptions utilized in the Company’s adoption of fresh start reporting included the following, among others:
+Added: • To test the estimated fair value of identified intangible assets, our audit procedures included the involvement of fair value specialists to evaluate the Company’s selection of valuation methodology, evaluate the methods and significant assumptions used by management, and evaluate the completeness and accuracy of the underlying data supporting the significant assumptions and estimates.
+Added: • We compared significant assumptions mentioned above to the Company’s historical results and third-party industry projections.
+Added: • We also evaluated the adequacy of the Company’s financial statement disclosures related to the bankruptcy and adoption of fresh start reporting.
+Added: Income Taxes — Accounting for Uncertainty in Income Taxes — Refer to Note 1 and Note 9 to the financial statements
+Added: Critical Audit Matter Description
+Added: The Company’s annual tax rate is based on its income, statutory tax rates, and tax planning opportunities available in the various jurisdictions in which it operates.
+Added: Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities.
+Added: Significant judgment is required in determining tax expense and in evaluating tax positions, including evaluating uncertainties.
+Added: The Company records unrecognized tax benefits in multiple jurisdictions and evaluates the future potential outcomes of tax positions, based upon interpretation of the country-specific tax law and the likelihood of future settlement.
+Added: As of March 31, 2021, the Company’s recorded unrecognized tax benefits totaled $20.6 million.
+Added: Conclusions on recognizing and measuring uncertain tax positions involved significant management estimates and judgment and included complex considerations of local tax laws and related regulations in the various jurisdictions in which the Company operates.
+Added: We identified uncertain tax positions as a critical accounting matter because of the significant estimates and assumptions involved in recording uncertain tax positions.
+Added: This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our tax specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates.
+Added: How the Critical Audit Matter Was Addressed in the Audit
+Added: Our audit procedures related to management’s estimates and assumptions utilized in the Company’s determination of uncertain tax positions included the following, among others:
+Added: • With the assistance of our income tax specialists, we read and evaluated management’s documentation, including relevant accounting policies, relevant authoritative tax literature, and information obtained by management from outside tax specialists and attorneys, that detailed the basis of the uncertain tax positions.
+Added: • With the assistance of our income tax specialists, we evaluated management’s judgement of the appropriate unit of account for the unrecognized tax benefits and audited the measurement calculations and the interest and penalties balances, as applicable.
+Added: • We challenged the reasonableness of management’s judgments regarding the future resolution of the uncertain tax positions, through evaluating the technical merits of the uncertain tax positions by considering how tax law, including statutes, regulations, and case law, impacted management’s judgments and through consideration of the Company’s history of settlements.
+Added: • For those uncertain tax positions that had not been effectively settled, we evaluated whether management had appropriately considered new information that could significantly change the recognition, measurement, or disclosure of the uncertain tax positions through review of correspondence with taxing authorities and evaluation of changes to issued guidance.
/s/ Deloitte & Touche LLP
Raleigh, North Carolina
−Removed: August 24, 2020
+Added: June 29, 2021
We have served as the Company’s auditor since its fiscal 2006.
1 unchanged sentence
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.