Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
Table of Contents
Page No.
Consolidated Statements of Operations
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Consolidated Statements of Comprehensive Income (Loss)
35
Consolidated Balance Sheets
36
Consolidated Statements of Stockholders' Equity
37
Consolidated Statements of Cash Flows
38
Notes to Consolidated Financial Statements
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Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 )
77
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Pyxus International, Inc. and Subsidiaries
Consolidated Statements of Operations
(in thousands, except per share data) Year Ended March 31, 2023 Year Ended March 31, 2022
Sales and other operating revenues $ 1,914,881 $ 1,639,862
Cost of goods and services sold 1,653,864 1,412,805
Gross profit 261,017 227,057
Selling, general, and administrative expenses 151,531 142,021
Other expense, net 11,023 3,102
Restructuring and asset impairment charges 4,685 8,031
Goodwill impairment — 32,186
Operating income 93,778 41,717
Loss on deconsolidation/disposition of subsidiaries 648 10,701
Loss on pension settlement 2,588 —
Debt retirement expense — 1,997
Interest expense, net 113,164 108,383
Loss before income taxes and other items ( 22,622 ) ( 79,364 )
Income tax expense 34,127 12,640
Income from unconsolidated affiliates, net 18,512 9,950
Net loss ( 38,237 ) ( 82,054 )
Net income attributable to noncontrolling interests 904 65
Net loss attributable to Pyxus International, Inc. $ ( 39,141 ) $ ( 82,119 )
Loss per share:
Basic and Diluted $ ( 1.57 ) $ ( 3.28 )
See "Notes to Consolidated Financial Statements"
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Pyxus International, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Loss
(in thousands) Year Ended March 31, 2023 Year Ended March 31, 2022
Net loss $ ( 38,237 ) $ ( 82,054 )
Other comprehensive income, net of tax:
Foreign currency translation adjustment 2,481 ( 4,224 )
Pension and other postretirement benefit plans 2,044 5,777
Cash flow hedges ( 2,777 ) 8,974
Total other comprehensive income, net of tax 1,748 10,527
Total comprehensive loss ( 36,489 ) ( 71,527 )
Comprehensive income attributable to noncontrolling interests 941 55
Comprehensive loss attributable to Pyxus International, Inc. $ ( 37,430 ) $ ( 71,582 )
See "Notes to Consolidated Financial Statements"
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Pyxus International, Inc. and Subsidiaries
Consolidated Balance Sheets
(in thousands) March 31, 2023 March 31, 2022
Assets
Current assets
Cash and cash equivalents $ 136,733 $ 198,777
Restricted cash 2,176 2,148
Trade receivables, net 185,351 247,677
Other receivables 17,387 12,511
Inventories, net 775,071 749,427
Advances to suppliers, net 42,305 48,932
Recoverable income taxes 5,815 7,906
Prepaid expenses 37,555 34,817
Other current assets 18,172 25,452
Total current assets 1,220,565 1,327,647
Restricted cash — 389
Investments in unconsolidated affiliates 100,750 95,420
Other intangible assets, net 38,572 45,061
Deferred income taxes, net 6,662 6,498
Long-term recoverable income taxes 2,863 4,588
Other noncurrent assets 43,761 45,424
Right-of-use assets 35,892 35,979
Property, plant, and equipment, net 133,398 137,521
Total assets $ 1,582,463 $ 1,698,527
Liabilities and Stockholders’ Equity
Current liabilities
Notes payable to banks $ 382,544 $ 378,612
Accounts payable 170,287 179,012
Advances from customers 42,472 52,998
Accrued expenses and other current liabilities 92,693 82,239
Income taxes payable 18,264 5,592
Operating leases payable 8,723 8,065
Current portion of long-term debt 75 107,856
Total current liabilities 715,058 814,374
Long-term taxes payable 4,978 6,703
Long-term debt 618,430 580,477
Deferred income taxes 9,900 11,670
Liability for unrecognized tax benefits 14,175 14,401
Long-term leases 25,581 28,604
Pension, postretirement, and other long-term liabilities 52,511 60,927
Total liabilities 1,440,633 1,517,156
Commitments and contingencies
Stockholders’ equity
Common stock— no par value:
250,000 authorized shares and 25,000 issued and outstanding for all periods
390,290 390,290
Retained deficit ( 257,954 ) ( 218,813 )
Accumulated other comprehensive income 5,515 3,804
Total stockholders’ equity of Pyxus International, Inc. 137,851 175,281
Noncontrolling interests 3,979 6,090
Total stockholders' equity 141,830 181,371
Total liabilities and stockholders' equity $ 1,582,463 $ 1,698,527
See "Notes to Consolidated Financial Statements"
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Pyxus International, Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Equity
Attributable to Pyxus International, Inc.
Accumulated Other Comprehensive Income (Loss)
(in thousands) Common
Stock Retained
Deficit Currency
Translation
Adjustment Pensions,
Net of Tax Derivatives,
Net of Tax Noncontrolling
Interest Total
Stockholders’
Equity
Balance, March 31, 2022 $ 390,290 $ ( 218,813 ) $ ( 8,873 ) $ 6,328 $ 6,349 $ 6,090 $ 181,371
Net (loss) income — ( 14,663 ) — — — 158 ( 14,505 )
Other — — — — — ( 3,052 ) ( 3,052 )
Other comprehensive income (loss), net of tax — — 947 — ( 1,503 ) — ( 556 )
Balance, June 30, 2022 390,290 ( 233,476 ) ( 7,926 ) 6,328 4,846 3,196 163,258
Net loss — ( 1,537 ) — — — ( 13 ) ( 1,550 )
Other comprehensive loss, net of tax — — ( 4,801 ) ( 1,562 ) ( 1,768 ) — ( 8,131 )
Balance, September 30, 2022 390,290 ( 235,013 ) ( 12,727 ) 4,766 3,078 3,183 153,577
Net loss (income) — ( 2,333 ) — — — 96 ( 2,237 )
Other comprehensive income (loss), net of tax — — 4,855 ( 78 ) ( 371 ) — 4,406
Balance, December 31, 2022 390,290 ( 237,346 ) ( 7,872 ) 4,688 2,707 3,279 155,746
Net (loss) income — ( 20,608 ) — — — 663 ( 19,945 )
Other comprehensive income, net of tax — — 1,480 3,647 865 37 6,029
Balance, March 31, 2023 $ 390,290 $ ( 257,954 ) $ ( 6,392 ) $ 8,335 $ 3,572 $ 3,979 $ 141,830
See "Notes to Consolidated Financial Statements"
Pyxus International, Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Equity (continued)
Attributable to Pyxus International, Inc.
Accumulated Other Comprehensive Income (Loss)
(in thousands) Common
Stock Retained
Deficit Currency
Translation
Adjustment Pensions,
Net of Tax Derivatives,
Net of Tax Noncontrolling
Interest Total
Stockholders’
Equity
Balance, March 31, 2021 $ 391,089 $ ( 136,686 ) $ ( 4,649 ) $ 541 $ ( 2,625 ) $ 6,270 $ 253,940
Net loss — ( 11,508 ) — — — ( 120 ) ( 11,628 )
Other — ( 8 ) 8 —
Other comprehensive income, net of tax — — 689 — 4,328 — 5,017
Balance, June 30, 2021 391,089 ( 148,202 ) ( 3,960 ) 541 1,703 6,158 247,329
Net loss — ( 9,681 ) — — — ( 342 ) ( 10,023 )
Other — — — — — ( 88 ) ( 88 )
Other comprehensive loss, net of tax — — ( 1,591 ) ( 512 ) ( 2,896 ) — ( 4,999 )
Balance, September 30, 2021 391,089 ( 157,883 ) ( 5,551 ) 29 ( 1,193 ) 5,728 232,219
Net (loss) income — ( 30,100 ) — — — 43 ( 30,057 )
Other ( 799 ) — — — — ( 155 ) ( 954 )
Other comprehensive loss, net of tax — — ( 1,753 ) ( 35 ) ( 1,550 ) — ( 3,338 )
Balance, December 31, 2021 390,290 ( 187,983 ) ( 7,304 ) ( 6 ) ( 2,743 ) 5,616 197,870
Net (loss) income — ( 30,830 ) — — — 484 ( 30,346 )
Other comprehensive (loss) income, net of tax — — ( 1,569 ) 6,334 9,092 ( 10 ) 13,847
Balance, March 31, 2022 $ 390,290 $ ( 218,813 ) $ ( 8,873 ) $ 6,328 $ 6,349 $ 6,090 $ 181,371
See "Notes to Consolidated Financial Statements"
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Pyxus International, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands) Year Ended March 31, 2023 Year Ended March 31, 2022
Operating activities:
Net loss $ ( 38,237 ) $ ( 82,054 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 19,137 16,676
Debt amortization/interest 18,466 22,639
Loss on foreign currency transactions 6,028 2,885
Asset impairment charges 4,035 37,925
Loss on deconsolidation/disposition of subsidiaries 648 10,701
Loss on pension settlement 2,588 —
Bad debt expenses 426 4,404
Income from unconsolidated affiliates, net of dividends ( 5,835 ) 4
Changes in operating assets and liabilities, net:
Trade and other receivables ( 111,932 ) ( 261,908 )
Inventories and advances to tobacco suppliers ( 21,110 ) ( 31,461 )
Deferred items ( 14,758 ) ( 10,929 )
Recoverable income taxes 2,353 ( 2,603 )
Payables and accrued expenses 5,147 59,324
Advances from customers ( 10,693 ) 41,168
Prepaid expenses 4,761 4,710
Income taxes 13,116 ( 2,799 )
Other operating assets and liabilities 5,698 3,173
Other, net ( 17,660 ) ( 10,620 )
Net cash used in operating activities ( 137,822 ) ( 198,765 )
Investing activities:
Purchases of property, plant, and equipment ( 16,307 ) ( 14,827 )
Proceeds from sale of property, plant, and equipment 3,060 4,084
Collections from beneficial interests in securitized trade receivables 165,262 189,440
Loan to deconsolidated subsidiary — ( 5,229 )
Collection of loan from deconsolidated subsidiary — 10,996
Proceeds from settlement of debt claims from deconsolidated subsidiaries 2,011 —
Other, net 919 ( 3,223 )
Net cash provided by investing activities 154,945 181,241
Financing activities:
Net proceeds of short-term borrowings 5,234 9,208
Proceeds from DDTL facility — 117,600
Repayment of DDTL facility ( 110,250 ) ( 15,375 )
Proceeds from DDTL term loan facility 100,000 —
Proceeds from revolving loan facilities 170,000 115,394
Repayment of revolving loan facilities ( 235,000 ) ( 93,500 )
Proceeds from long-term borrowings 578,439 151
Repayment of long-term borrowings ( 578,162 ) ( 1,636 )
Debt issuance costs ( 7,686 ) ( 8,097 )
Fees paid to refinance the DDTL facility ( 4,000 ) —
Fees paid to exchange debt ( 1,575 ) —
Other, net — ( 485 )
Net cash (used in) provided by financing activities ( 83,000 ) 123,260
Increase (decrease) from exchange rate changes on cash 3,472 ( 2,135 )
(Decrease) increase in cash, cash equivalents, and restricted cash ( 62,405 ) 103,601
Cash and cash equivalents at beginning of period 198,777 92,705
Restricted cash at beginning of period 2,537 5,008
Cash, cash equivalents, and restricted cash at end of period $ 138,909 $ 201,314
Other information:
Cash paid for income taxes, net $ 18,696 $ 24,576
Cash paid for interest, net 93,425 86,852
Noncash investing activities:
Noncash amounts obtained as a beneficial interest in exchange for transferring trade receivables in a securitization transaction 164,404 205,515
See "Notes to Consolidated Financial Statements"
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Pyxus International, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except per share data)
Note 1
Basis of Presentation and Summary of Significant Accounting Policies
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Note 2
New Accounting Standards
46
Note 3
Revenue Recognition
46
Note 4
Other Expense, Net
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Note 5
Restructuring and Asset Impairment Charges
47
Note 6
Income Taxes
48
Note 7
Loss Per Share
51
Note 8
Inventories, Net
51
Note 9
Advances to Tobacco Suppliers, Net
51
Note 10
Acquisitions and Dispositions
51
Note 11
Equity Method Investments
52
Note 12
Variable Interest Entities
52
Note 13
Goodwill and Other Intangible Assets, Net
53
Note 14
Leases
54
Note 15
Property, Plant, and Equipment, Net
55
Note 16
Debt Arrangements
56
Note 17
Securitized Receivables
64
Note 18
Guarantees
65
Note 19
Derivative Financial Instruments
65
Note 20
Fair Value Measurements
65
Note 21
Pension and Other Postretirement Benefits
67
Note 22
Contingencies and Other Information
72
Note 23
Other Comprehensive (Loss) Income
73
Note 24
Stock-Based Compensation
73
Note 25
Related Party Transactions
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Note 26
Segment Information
75
Note 27
Subsequent Events
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1. Basis of Presentation and Summary of Significant Accounting Policies
Pyxus International, Inc. (the "Company" or "Pyxus") is a global agricultural company with 150 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. 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.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its majority-owned and controlled subsidiaries. Intercompany accounts and transactions have been eliminated.
Equity Method Investments
The Company’s equity method investments and its cost method investments are non-marketable securities. When not required to consolidate its investment in another entity, the Company uses the equity method if it (i) can exercise significant influence over the other entity, and (ii) holds common stock and/or in-substance common stock of the other entity. Under the equity method, investments are carried at cost, plus or minus the Company’s equity in the increases or decreases of the investee’s net assets after the date of acquisition. The Company continually monitors its equity method investments for factors indicating other-than-temporary impairment. The Company's proportionate share of the net income or loss of these entities is included in income from unconsolidated affiliates, net within the consolidated statements of operations. Dividends received from the investee reduce the carrying amount of the investment. Distributions from equity method investees are accounted for based on the cumulative earnings approach to determine whether they represent a return of investment, or a return on investment.
Variable Interest Entities
The Company holds variable interests in multiple variable interest entities, which primarily procure or process inventory on behalf of the Company or are securitization entities. These variable interests relate to equity investments, receivables, guarantees, and securitized receivables. The Company is not the primary beneficiary of the majority of these entities as it does not have the power to direct the activities that most significantly impact the economic performance of the entities, due to the entities’ management and board of directors’ structure. As a result, the majority of these variable interest entities are not consolidated. Creditors of the Company’s variable interest entities do not have recourse against the general credit of the Company.
The Company's investments in unconsolidated variable interest entities are classified as investments in unconsolidated affiliates in the consolidated balance sheets. The Company's receivables with variable interest entities are classified as notes receivable, related parties and accounts receivable, related parties. See " Note 25. Related Party Transactions " for additional information. The Company's maximum exposure to loss in these variable interest entities is represented by the investments, receivables, guarantees, and the deferred purchase price on the sale of securitized receivables.
Use of Estimates
The preparation of these consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. These estimates and assumptions also affect the reported amounts of revenues and expenses during the reporting period. Actual results may differ from the Company's estimates and assumptions. Estimates are used in accounting for, among other things, revenue recognition, pension and postretirement health care benefits, inventory reserves, credit loss reserves, bank loan guarantees to suppliers and unconsolidated subsidiaries, advances to suppliers reserves, 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
Certain prior-period amounts were reclassified to conform to the current-year presentation in the consolidated statements of cash flows.
Certain prior-period amounts were reclassified to conform to the current-year presentation in the reconciliation between income tax expense based on income before income taxes, equity in net income of investee companies, and minority interests and the amount computed by applying the U.S. statutory federal income tax rate to income. Certain prior-period amounts were reclassified to conform to the current-year presentation of deferred tax assets (liabilities). See " Note 6. Income Taxes " for additional information.
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Segment Information
During the year ended March 31, 2022, the Company reevaluated its operating and reportable segments under ASC Topic 280 - Segment Reporting . Based on our reevaluation, the Company concluded that the economic characteristics of our five Leaf region operations in North America, South America, Europe, Asia, and Africa were similar. Each geographic region derives its revenues mainly from shipping processed tobacco to manufacturers of cigarettes and other consumer tobacco products around the world, with a smaller percentage of revenue in each region being derived from performing third-party tobacco processing services. The three product category operating segments other than Leaf do not individually or in the aggregate meet the quantitative and qualitative thresholds to be individually reportable and have been combined and reported in an "All Other" category. The one Leaf reportable segment is consistent with information used by the chief operating decision maker to assess performance, make operating decisions, and allocate resources. The Company evaluates the operating performance of its one segment based upon information included in management reports. Corporate general expenses are allocated to the segments based upon segment selling, general, and administrative expenses.
As a result of this reevaluation, effective during the fourth quarter of the year ended March 31, 2022, the Company has eight operating segments organized by geographic area and product category that are aggregated into one reportable segment for financial reporting purposes: Leaf. The All Other category is included for purposes of reconciliation of respective balances for the Leaf segment to the consolidated financial statements.
Revenue Recognition
The Company's revenue consists primarily of the sale of processed tobacco and fees charged for processing and related services to the manufacturers of tobacco products. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. The Company’s performance obligations are satisfied when the transfer of control of the distinct product or service to the customer occurs. For products, control is transferred and revenue is recognized at a point in time, in accordance with the shipping terms of the contract. For services, control is transferred and revenue is recognized over time using the input method based on a kilogram of packed tobacco. A kilogram of processed tobacco (or tobacco processing services resulting in a kilogram of processed tobacco) is the only material and distinct performance obligation for the Company’s tobacco revenue streams. Consideration is attributed to the performance of this obligation. The Company does not disclose information related to its unsatisfied performance obligations with an expected duration of one year or less. Revenue is measured as the amount of consideration to which the Company expects to be entitled to receive in exchange for transferring goods or providing services. Contract costs primarily include labor, material, shipping and handling, and overhead expenses.
Contract Balances
The Company generally records a receivable when revenue is recognized as the timing of revenue recognition may differ from the timing of payment from customers. Payment terms and conditions vary by contract, although terms generally include a requirement of payment within 30 to 60 days. 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. 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. Additionally, the Company considers future reasonable and supportable forecasts of economic conditions to adjust historical loss rate percentages, as necessary. Balances are written-off when determined to be uncollectible. T he provision for expected credit losses is recorded in selling, general, and administrative expenses in the consolidated statements of operations.
Significant Judgments
The Company identified two main forms of variable consideration in its contracts with customers: warehousing fees for storing customer-controlled tobacco until the customer requests shipment and claims resulting from tobacco that does not meet customer specifications. Warehousing fees are either included in the price of tobacco based on the customers' best estimate of the date they will request shipment or separately charged using a per-day storage rate. When the Company enters into a contract with a customer, the price communicated is the amount of consideration the Company expects to receive. Price adjustments for tobacco not meeting customer specifications for shrinkage, improper blend, or chemical makeup, etc. are handled through a claims allowance that is assessed quarterly. Since the Company has a large number of customer contracts with similar characteristics, the volume of tobacco sold each year is substantial, and the Company has historical data related to claims, the Company is able to estimate the amount of expected claims using the expected value method.
Taxes Collected from Customers
Certain subsidiaries are subject to value-added taxes on local sales. Value-added taxes on local sales are recorded in sales and other operating revenues and cost of goods and services sold in the consolidated statements of operations.
Shipping and Handling
The Company elected to account for shipping and handling as activities to fulfill its performance obligations, regardless of when control transfers. Shipping and handling fees that are billed to customers are recognized in sales and other operating
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revenues and the associated shipping and handling costs are recognized in cost of goods and services sold in the consolidated statements of operations.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities reflect the expected future tax consequences of events that are recognized in the consolidated financial statements in different periods than they are recognized for tax purposes. Deferred tax assets and liabilities are established using enacted tax rates in effect for the year in which these items are expected to reverse.
The realization of deferred tax assets is dependent on generating sufficient taxable income in the appropriate jurisdiction prior to the expiration of the carryforward periods. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. When assessing the need for a valuation allowance, the Company considers carryback potential, historical earnings, future reversals of existing taxable temporary differences (including liabilities for unrecognized tax benefits), forecasted operating profits and tax planning strategies.
The Company’s provision for income taxes is based on pre-tax income, statutory tax rates, and tax planning opportunities available in the various jurisdictions in which it operates. Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. The Company recognizes tax benefits from uncertainties if it believes it is more-likely-than-not it will be sustained based on the technical merits. Penalties and interest related to income taxes, if incurred, are included in income tax expense.
Cash and Cash Equivalents
Cash and cash equivalents include cash in banks and highly liquid investments with original maturities of three months or less and are stated at cost, which approximates fair value.
Inventories, Net
Costs in inventory include processed tobacco inventory, unprocessed tobacco inventory, and other inventory. Costs of unprocessed tobacco inventories are determined by the average cost method, which include the cost of green tobacco. Costs of processed tobacco inventories are determined by the average cost method, which include both the cost of unprocessed tobacco, as well as direct and indirect costs related to processing the product. Costs of other inventory are determined by the first-in, first-out method, which include costs of packing materials, non-tobacco agricultural products, and agricultural supplies including seed, fertilizer, herbicides, and pesticides.
Inventories are carried at the lower of cost or net realizable value ("LCM"). The Company evaluates its inventories for LCM adjustments by country and type of inventory. Processed tobacco and unprocessed tobacco are evaluated separately for LCM purposes. The Company compares the cost of its processed tobacco to net realizable value based on the estimated selling price of similar grades when evaluating those balances for LCM adjustments. The Company also considers whether its processed tobacco is committed to a customer, whereby the expected sales price is utilized in determining the net realizable value for committed tobacco. In addition, the Company writes-down inventory balances for estimates of obsolescence. LCM and obsolescence inventory write-downs are recorded in cost of goods and services sold within the consolidated statements of operations.
Advances to Tobacco Suppliers, Net
The Company purchases seeds, fertilizer, pesticides, and other products related to growing tobacco and advances them to tobacco suppliers to assist in crop production. 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.
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. Tobacco suppliers may not be able to settle the entire amount of advances due in a given year. In these situations, the Company may allow the farmers to deliver tobacco over future crop years to recover its advances. Noncurrent advances to tobacco suppliers are recorded in other noncurrent assets in the consolidated balance sheets.
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. Unrecovered advances are recorded in cost of goods and services sold in the consolidated statements of operations for abnormal yield adjustments or unrecovered advances from prior crops. Normal yield adjustments are capitalized into the cost of the current crop and are recorded in cost of goods and services sold as that crop is sold.
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Goodwill and Other Intangible Assets
Goodwill is allocated to each reporting unit. A reporting unit is an operating segment, or one level below an operating segment, referred to as a component. The components within the Company’s operating segments are aggregated into eight 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. The Company's annual goodwill impairment test performed for the year ended March 31, 2022 resulted in goodwill being fully impaired. See " Note 13. Goodwill and Other Intangibles, Net " for additional information.
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. 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. Otherwise, the Company performs a quantitative assessment using the discounted cash flow ("DCF") method of the income approach. 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. The Company utilizes estimated revenue growth rates and cash flow projections. 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. 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. 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. The trade name, customer relationship, and technology intangibles are amortized on a straight-line basis over fourteen , nine to twelve years , and eight 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. 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. Amortization expense associated with finite-lived intangible assets is recorded in selling, general, and administrative expenses in the consolidated statements of operations.
Leases
The Company has operating leases for land, buildings, automobiles, and other equipment that expire at various dates through 2040. The Company does not have material finance leases. Leases for real estate generally have initial terms ranging from 2 to 15 years, excluding renewal options. Leases for equipment generally have initial terms ranging from 2 to 5 years excluding renewal options. Most leases have fixed rentals, with many of the real estate leases requiring additional payments for real estate taxes. These lease terms may include optional renewals, terminations or purchases, which are considered in the Company’s assessments when such options are reasonably certain to be exercised.
The Company measures right-of-use assets and related lease liabilities based on the present value of remaining lease payments, including in-substance fixed payments, the current payment amount when payments depend on an index or rate (e.g., inflation adjustments, market renewals), and the amount the Company believes is probable to be paid to the lessor under residual value guarantees, when applicable. Lease contracts may include fixed payments for non-lease components, such as maintenance, which are included in the measurement of lease liabilities for certain asset classes based on the Company’s election to combine lease and non-lease components. The Company does not recognize short-term leases, those lease contracts with durations of twelve months or less, in the consolidated balance sheets.
As applicable borrowing rates are not typically implied within the lease arrangements, the Company discounts lease payments based on its estimated incremental borrowing rate at lease commencement, or modification, which is based on the Company’s estimated credit rating, the lease term at commencement, and the contract currency of the lease arrangement.
Property, Plant, and Equipment, Net
Property, plant, and equipment is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Buildings are depreciated over a range of nine to forty years . 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. 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 o ther 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. 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
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quoted market prices or valuations, present value techniques based on estimates of cash flows, or multiples of earnings or revenue performance measures.
Guarantees
The Company's guarantees are primarily related to bank loans to suppliers for crop production financing. The Company guarantees bank loans of certain unconsolidated subsidiaries in Asia and South America. Under longer-term arrangements, the Company may guarantee financing on suppliers’ construction of curing barns or other tobacco production assets. Guaranteed loans are generally repaid concurrent with the delivery of tobacco to the Company. The Company is obligated to repay guaranteed loans should the supplier default. If default occurs, the Company has recourse against its various suppliers and their production assets. The fair value of the Company's guarantees are recorded in accrued expenses and other current liabilities in the consolidated balance sheets and included in crop costs, except for the joint venture in Brazil, which are included in other receivables.
In Brazil, certain suppliers obtain government subsidized rural credit financing from local banks that is guaranteed by the Company. Upon delivery of tobacco, the Company remits payments to the local banks on behalf of the suppliers before paying the supplier. Amounts owed to suppliers are recorded in accounts payable in the consolidated balance sheets. Rural credit financing repayment is due to local banks based on contractual due dates.
Derivative Financial Instruments
The Company uses forward or option currency contracts to manage risks associated with foreign currency exchange rates on foreign operations. These contracts are for green tobacco purchases, processing costs, and selling, general, and administrative expenses. The Company does not hold derivatives contracts for speculative or trading purposes.
Derivative financial instruments are recorded in other current assets and other current liabilities in the consolidated balance sheets and are measured at fair value. Changes in fair value are recognized in earnings, unless the derivative is designated and qualifies to be in a hedge accounting relationship. For derivatives designated in a hedge accounting relationship, the Company evaluates hedge effectiveness at inception and on an ongoing basis. If a hedge relationship is no longer expected to be effective, the derivative in that relationship is de-designated and hedge accounting is discontinued.
Changes in fair value of foreign currency derivatives designated in cash flow hedging relationships are recorded in accumulated other comprehensive income in the consolidated balance sheets and reclassified to earnings when the hedged item affects earnings. 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. 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
Retirement Benefits
The Company maintains various 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. In addition, a Supplemental Retirement Account Plan defined contribution plan is maintained. Additional non-U.S. plans sponsored by certain subsidiaries cover certain of the full-time employees located in Germany, Turkey, and the United Kingdom.
Postretirement Health and Life Insurance Benefits
The Company provides certain health and life insurance benefits to retired U.S. employees (and their eligible dependents) who meet specified age and service requirements. The plan excludes new employees after September 2005 and caps the Company’s annual cost commitment to postretirement benefits for retirees. The Company retains the right, subject to existing agreements, to modify or eliminate these postretirement health and life insurance benefits in the future. The Company provides certain health and life insurance benefits to retired Brazilian directors and certain retirees located in Europe including their eligible dependents who meet specified requirements.
Plan Assets
The Company's policy is to contribute amounts to the plans sufficient to meet or exceed funding requirements of local governmental rules and regulations. The Company's investment objectives for plan assets are to generate consistent total investment return to pay anticipated plan benefits, while minimizing long-term costs and portfolio volatility. The financial objectives underlying this policy include maintaining plan contributions at a reasonable level relative to benefits provided and assuring unfunded obligations do not grow to a level that would adversely affect the Company's financial health. Portfolio performance is measured against investment objectives and objective benchmarks, including but not limited to: FTSE 90 Day Treasury Bill, Bloomberg Intermediate Govt/Credit, Bloomberg Aggregate, Russell 1000 Value, Russell 1000 Growth, Russell 2500 Value, Russell 2500 Growth, MSCI EAFE, HFR Absolute Return, and HFR Equity Hedge. The portfolio objective is to
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exceed the actuarial return on assets assumption. The Company is exploring partial risk transfer and or full plan terminations. Management and the plan's consultant regularly review portfolio allocations and periodically rebalance the portfolio to the targeted allocations according to the guidelines set forth in the Company's investment policy. Equity securities do not include the Company's common stock. The Company's diversification and risk control processes serve to minimize the concentration and experience of risk. There are no significant concentrations of risk, in terms of sector, industry, geography, or individual company or companies.
The Company’s plan assets primarily consist of cash and cash equivalents, equity and fixed income funds, real estate investments, and diversified investments. Plan assets are measured at fair value annually on March 31, the measurement date. The following are descriptions, valuation methodologies, and inputs used to determine the fair value of each major category of plan assets:
• Cash and cash equivalents include short-term investment funds, primarily in diversified portfolios of investment grade money market instruments that are valued using quoted market prices or other valuation methods, and classified within Level 1 or Level 2 of the fair value hierarchy.
• Investments in equity and fixed income mutual funds are publicly traded and valued primarily using quoted market prices and generally classified within Level 1 in the fair value hierarchy. Investments in commingled funds used in certain non-U.S. pension plans are not publicly traded, but the underlying assets held in these funds are traded in active markets and the prices for these assets are readily observable. Holdings in these commingled funds are generally classified as Level 2 investments.
• Real estate investments include those in private limited partnerships that invest in various domestic and international commercial and residential real estate projects and publicly traded REIT securities. The fair values of private real estate assets are typically determined by using income and/or cost approaches or comparable sales approach, taking into consideration discount and capitalization rates, financial conditions, local market conditions, and the status of the capital markets, and are generally classified within Level 3 in the fair value hierarchy. Publicly traded REIT securities are valued primarily using quoted market prices and are generally classified within Level 1 in the fair value hierarchy.
• Diversified investments include mutual funds with an absolute return strategy. 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. The Company's results of operations and its cash flows are translated using average exchange rates for each reporting period. Resulting currency translation adjustments are reflected as a separate component of accumulated other comprehensive income in the consolidated balance sheets.
The financial statements of foreign subsidiaries, for which the USD is the functional currency and which have certain transactions denominated in a local currency, are remeasured into USD. The remeasurement of local currencies into USD results in remeasurement adjustments that are included in net income. Exchange gains (losses) from remeasurement are recorded in cost of goods and services sold and o ther expense, net within the consolidated statements of operations.
Securitized Receivables
The Company sells trade receivables to unaffiliated financial institutions under multiple accounts receivable securitization facilities. Under the facilities, the receivables sold for cash are removed from the consolidated balance sheets. Under some of the facilities, a portion of the purchase price for the receivables is paid by the unaffiliated financial institutions in cash and the balance is a deferred purchase price receivable, which is paid as payments on the receivables are collected from account debtors.
The net cash proceeds received by the Company in cash at the time of sale (cash purchase price) are disclosed as an operating activity in the statements of consolidated cash flows. The deferred purchase price receivable represents a continuing involvement and a beneficial interest in the transferred financial assets and is recognized at fair value as part of the sale transaction. 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. The net cash proceeds received by the Company as deferred purchase price are disclosed as an investing activity in the consolidated statements of cash flows. Additionally, beneficial interests received for transferring trade receivables in a securitization transaction are disclosed as a noncash investing activity in the consolidated statements of cash flows.
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 o ther expense, net in the consolidated statements of operations. Program costs are recorded in o ther expense, net in the consolidated statements of operations.
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Stock-Based Compensation
The Company’s Board of Directors adopted the 2020 Incentive Plan (the "2020 Plan") on November 18, 2020. 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. For stock-based awards with performance conditions, the Company recognizes stock-based compensation cost using the accelerated attribution method over the requisite service period when the Company determines it is probable that the performance condition will be satisfied. The Company estimates forfeitures of stock-based awards using historical experience. Stock-based compensation expense, if any, is included in selling, general, and administrative expenses in the consolidated statements of operations.
2. New Accounting Standards
Recently Adopted Accounting Pronouncements
In December 2019, the FASB issued Accounting Standards Update ("ASU") No. 2019-12, Simplifying the Accounting for Income Taxes . 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 became effective for the Company on April 1, 2021. The adoption of this new accounting standard did not have a material impact on the Company's financial condition, results of operations, cash flows, or disclosures.
In November 2021, the FASB issued ASU No. 2021-10, Disclosures by Business Entities about Government Assistance . This ASU created ASC Topic 832, Government Assistance , and requires certain information be disclosed regarding assistance received from a government entity when either a grant or contribution accounting model is applied. The new disclosures are required for annual periods for transactions with a government entity that are within the scope of the Topic. The guidance became effective for the Company on April 1, 2022. The adoption of this new accounting standard did not have a material impact on the Company's disclosures for the fiscal year ended March 31, 2023.
3. Revenue Recognition
Product revenue is primarily processed tobacco sold to the customer. Processing and other revenues are mainly contracts to process customer-owned green tobacco. During processing, ownership remains with the customers. All Other revenue is primarily composed of revenue from the sale of e-liquids and non-tobacco agriculture products. The following disaggregates sales and other operating revenues by major source, with the All Other category being included for purposes of reconciliation of the respective balances below of the Leaf segment (the Company's sole reportable segment) to the consolidated financial statements :
Year Ended March 31, 2023 Year Ended March 31, 2022
Leaf:
Product revenue $ 1,812,170 $ 1,531,805
Processing and other revenues 88,388 95,433
Total sales and other operating revenues 1,900,558 1,627,238
All Other:
Total sales and other operating revenues 14,323 12,624
Total sales and other operating revenues $ 1,914,881 $ 1,639,862
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Significant Judgments
The following summarizes activity in the claims allowance:
Year Ended March 31, 2023 Year Ended March 31, 2022
Balance, beginning of period $ 1,130 $ 1,830
Additions 4,680 1,586
Payments ( 3,460 ) ( 2,286 )
Balance, end of period $ 2,350 $ 1,130
Contract Balances
The following summarizes activity in the allowance for expected credit losses:
Year Ended March 31, 2023 Year Ended March 31, 2022
Balance, beginning of period $ ( 24,541 ) $ ( 20,900 )
Additions ( 2,316 ) ( 4,212 )
Write-offs 2,127 571
Balance, end of period ( 24,730 ) ( 24,541 )
Trade receivables 210,081 272,218
Trade receivables, net $ 185,351 $ 247,677
Taxes Collected from Customers
Value-added taxes were $ 28,302 and $ 27,274 for the years ended March 31, 2023 and 2022, respectively.
4. Other Expense, Net
The following summarizes the significant components of other expense, net:
Year Ended March 31, 2023 Year Ended March 31, 2022
Losses on sale of receivables (1)
$ ( 10,434 ) $ ( 5,833 )
Foreign currency gains (losses) 1,057 ( 2,776 )
Note receivable write-off ( 2,050 ) —
Gain on sale of fixed assets 1,389 3,818
Miscellaneous (expense) income, net ( 985 ) 1,689
Total $ ( 11,023 ) $ ( 3,102 )
(1) See " Note 17. Securitized Receivables " for additional information.
5. Restructuring and Asset Impairment Charges
The Company continued its focus on cost saving initiatives. The employee separation and asset impairment charges for the period ended March 31, 2023 were primarily related to the restructuring of certain non-leaf agriculture operations. The employee separation and asset impairment charges for the periods ended March 31, 2022 were primarily related to the write-off of the Company's remaining industrial hemp cannabidiol ("CBD") extraction equipment and the continued restructuring of certain leaf operations. The following summarizes the Company's restructuring and asset impairment charges:
Year Ended March 31, 2023 Year Ended March 31, 2022
Employee separation charges $ 650 $ 2,292
Asset impairment and other noncash charges 4,035 5,739
Total restructuring and asset impairment charges $ 4,685 $ 8,031
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6. Income Taxes
Accounting for Uncertainty in Income Taxes
The following summarizes the changes to unrecognized tax benefits and related interest and penalties :
Year Ended March 31, 2023 Year Ended March 31, 2022
Balance at April 1 $ 17,725 $ 18,358
Increase (decrease) for prior year tax positions 1,449 ( 660 )
Increase for current year tax positions 634 —
Reduction for settlements ( 3,480 ) —
Impact of changes in exchange rates ( 243 ) 27
Balance at March 31 (1)
$ 16,085 $ 17,725
Accrued interest 1,753 1,777
Accrued penalties 1,447 831
Balance at March 31 (1)
$ 19,285 $ 20,333
(1) As of March 31, 2023, $ 11,177 would impact the Company's effective tax rate, if recognized.
The Company recognized $( 24 ) and $ 303 of interest (benefit) expense, net as of March 31, 2023 and 2022, respectively. The Company recognized $ 616 and $ 61 of penalties expense as of March 31, 2023 and 2022, respectively.
Due to the Company’s global operations, numerous tax audits may be ongoing throughout the world at any point in time. The Company's income tax liabilities are based on estimates of potential income taxes due upon the conclusion of such audits and are updated to reflect changes in facts and circumstances, as they become known. Due to the uncertain and complex application of tax regulations, it is possible that the resolution of audits may result in liabilities which could be materially different from these estimates. In such an event, the Company will record additional income tax expense or benefit in the period in which such resolution occurs or if estimates or judgments change. The Company does not expect to settle material uncertain tax positions in the next twelve months.
The Company and its subsidiaries file a U.S. federal consolidated income tax return as well as returns in several U.S. states and a number of foreign jurisdictions. As of March 31, 2023, the Company’s earliest open tax year for U.S. federal income tax purposes was its year ended March 31, 2020. Open tax years in state and foreign jurisdictions generally range from three to six years. In applicable jurisdictions, the Company’s tax attributes from prior periods remain subject to adjustment.
Income Tax Provision
The components of (loss) income before income taxes and other items consisted of the following:
Year Ended March 31, 2023 Year Ended March 31, 2022
U.S. $ ( 43,874 ) $ ( 68,489 )
Non-U.S. 21,252 ( 10,875 )
Total $ ( 22,622 ) $ ( 79,364 )
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The details of the amount shown for income taxes in the consolidated statements of operations are as follows:
Year Ended March 31, 2023 Year Ended March 31, 2022
Current:
Federal (1)
$ 16,353 $ 12
State 337 —
Non-U.S. 17,593 16,515
Total Current 34,283 16,527
Deferred:
Federal ( 592 ) ( 243 )
State 2 —
Non-U.S. 434 ( 3,644 )
Total Deferred ( 156 ) ( 3,887 )
Income tax expense $ 34,127 $ 12,640
(1) Primarily due to the Debt Exchange Transactions (as defined below). Refer to " Note 16. Debt Arrangements " for further details regarding the Debt Exchange Transactions.
The difference between income tax expense based on (loss) income before income taxes and other items and the amount computed by applying the U.S. statutory federal income tax rate to income are as follows:
Year Ended March 31, 2023 Year Ended March 31, 2022
Tax benefit at U.S. statutory rate $ ( 4,750 ) $ ( 16,666 )
Effect of non-U.S. income taxes ( 3,418 ) ( 961 )
U.S. taxes on non-U.S. earnings 6,389 205
Increase (decrease) in reserves for uncertain tax positions 2,397 ( 315 )
Withholding tax expense 3,058 1,488
Tax credits ( 3,853 ) ( 1,150 )
Tax incentives ( 2,280 ) —
Nondeductible interest 2,559 2,610
Waived intercompany interest expense — 3,960
Exchange effects and currency translation 3,101 4,344
Goodwill impairment — 7,148
Change in valuation allowance (1)
30,412 8,053
Other, net 512 3,924
Income tax expense $ 34,127 $ 12,640
(1) The change in valuation allowance, which is presented without exchange effects and currency translation, for the year ended March 31, 2023 was primarily driven by $ 20,823 of deferred tax assets generated by the Debt Exchange Transactions for which the Company is not likely to realize a future benefit. Refer to " Note 16. Debt Arrangements " for further details regarding the Debt Exchange Transactions.
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The following summarizes deferred tax assets (liabilities):
March 31, 2023 March 31, 2022
Deferred tax assets:
Non-deductible interest carryforward $ 24,331 $ 23,074
Original issue discount (1)
20,326 —
Reserves and accruals 25,734 21,896
Tax loss carryforwards 15,886 13,728
Other 5,686 9,573
Gross deferred tax assets 91,963 68,271
Valuation allowance (1)
( 59,506 ) ( 32,641 )
Total deferred tax assets $ 32,457 $ 35,630
Deferred tax liabilities:
Unremitted earnings of foreign subsidiaries $ ( 29,045 ) $ ( 27,918 )
Derivative transactions ( 1,318 ) ( 2,790 )
Intangible assets ( 1,884 ) ( 2,776 )
Other ( 3,448 ) ( 7,318 )
Total deferred tax liabilities $ ( 35,695 ) $ ( 40,802 )
Net deferred tax liability $ ( 3,238 ) $ ( 5,172 )
(1) The increase in valuation allowance as of March 31, 2023 was primarily driven by $ 20,823 of deferred tax assets generated by the Debt Exchange Transactions for which the Company is not likely to realize a future benefit. Refer to " Note 16. Debt Arrangements " for further details regarding the Debt Exchange Transactions.
The following summarizes the breakdown between deferred tax assets (liabilities):
March 31, 2023 March 31, 2022
Noncurrent asset $ 6,662 $ 6,498
Noncurrent liability ( 9,900 ) ( 11,670 )
Net deferred tax liability $ ( 3,238 ) $ ( 5,172 )
The following summarizes the change in the valuation allowance for deferred tax assets:
Balance at March 31, 2021 $ 25,273
Changes to expenses 8,624
Changes to other comprehensive income ( 1,256 )
Balance at March 31, 2022 32,641
Changes to expenses (1)
27,598
Changes to other comprehensive income ( 733 )
Balance at March 31, 2023 $ 59,506
(1) The increase in valuation allowance as of March 31, 2023 was primarily driven by $ 20,823 of deferred tax assets generated by the Debt Exchange Transactions for which the Company is not likely to realize a future benefit. Refer to " Note 16. Debt Arrangements " for further details regarding the Debt Exchange Transactions.
The following summarizes the gross amount and expiration dates of our operating loss carryforwards at March 31, 2023:
Expiration Date Amounts
Non-U.S. net operating loss and tax credit carryforwards 2024-2028 $ 20,927
Non-U.S. net operating loss and tax credit carryforwards Thereafter 5,170
Non-U.S. net operating loss and tax credit carryforwards Indefinite 31,899
Total $ 57,996
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Under current U.S. tax regulations, in general, repatriation of foreign earnings to the U.S. can be completed without incurring material incremental U.S. tax. However, repatriation of foreign earnings could subject the Company to U.S. state and non-U.S. jurisdictional taxes (including withholding taxes) on distributions or sales of minority owned investments.
The Company has not recorded a deferred tax liability for U.S. federal, U.S. state, or foreign tax from foreign subsidiary unremitted earnings and profits where an indefinite reinvestment assertion was made on the basis that this group of foreign subsidiaries does not expect to have available excess cash and cash equivalents to remit in the foreseeable future or has specific needs for available excess cash. The unrecorded tax liability associated with indefinitely reinvested foreign subsidiary earnings is not practicable to estimate due to the inherent complexity of the Company's global operations.
7. Loss Per Share
The following summarizes the computation of loss per share:
Year Ended March 31, 2023 Year Ended March 31, 2022
Basic and diluted loss per share:
Net loss attributable to Pyxus International, Inc. $ ( 39,141 ) $ ( 82,119 )
Shares:
Weighted Average Number of Shares Outstanding 25,000 25,000
Basic and diluted loss per share $ ( 1.57 ) $ ( 3.28 )
8. Inventories, Net
The following summarizes the composition of inventories, net, with the All Other category being included for purposes of reconciliation of the respective balances below of the Leaf segment to the consolidated financial statements :
March 31, 2023 March 31, 2022
Processed tobacco $ 498,398 $ 517,613
Unprocessed tobacco 231,651 193,406
Other tobacco related 39,670 29,694
All Other 5,352 8,714
Total $ 775,071 $ 749,427
9. Advances to Suppliers, Ne t
The following summarizes the composition of advances to suppliers, net:
March 31, 2023 March 31, 2022
Advances to tobacco suppliers, net $ 38,111 $ 46,705
Advances to non-tobacco suppliers 4,194 2,227
Total in current assets 42,305 48,932
Long-term advances to tobacco suppliers, net (1)
1,564 428
Total current and long-term $ 43,869 $ 49,360
(1) Classified as other noncurrent assets in the consolidated balance sheets.
The mark-up and interest on advances to tobacco suppliers, net capitalized, or to be capitalized into inventory for the current crop, were $ 22,102 and $ 16,619 for the year ended March 31, 2023 and 2022, respectively. Unrecoverable advances and other costs capitalized, or to be capitalized into the current crop, were $ 8,322 and $ 6,814 as of March 31, 2023 and 2022, respectively.
10. Acquisitions and Dispositions
Disposition of Humble Juice Co., LLC
On November 23, 2021, the Company disposed of its ownership interests in Humble Juice Co., LLC ("Humble Juice"), a manufacturer and distributor of flavored e-liquids, in exchange for royalties on future revenue. Humble Juice's financial results are included in the Company's consolidated results through the transaction date within the All Other category . On the date of
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the transaction, Humble Juice's assets, liabilities, and equity components were eliminated from the Company's consolidated financial statements . The Company recognized a loss on the disposition of Humble Juice of $ 5,374 during the year ended March 31, 2022.
11. Equity Method Investments
The following summarizes the Company's equity method investments as of March 31, 2023:
Investee Name Location Primary Purpose The Company's Ownership Percentage Basis Difference (1)
Adams International Ltd. Thailand purchase and process tobacco 49 % $ ( 4,526 )
Alliance One Industries India Private Ltd. India purchase and process tobacco 49 % ( 5,770 )
China Brasil Tobacos Exportadora SA Brazil purchase and process tobacco 49 % 44,199
Oryantal Tutun Paketleme Turkey process tobacco 50 % ( 416 )
Purilum, LLC U.S. produce flavor formulations and consumable e-liquids 50 % 4,589
Siam Tobacco Export Company Thailand purchase and process tobacco 49 % ( 6,098 )
(1) Basis differences for the Company's equity method investments were primarily due to fair value adjustments recorded during the year ended March 31, 2021.
The following summarizes aggregate financial information for these equity method investments:
Operations statement: Year Ended March 31, 2023 Year Ended March 31, 2022
Sales $ 489,532 $ 292,777
Gross profit 76,206 56,752
Net income 40,447 22,729
Company's dividends received 12,677 9,671
Balance sheet: March 31, 2023 March 31, 2022
Current assets $ 419,229 $ 375,015
Property, plant, and equipment and other assets 48,174 42,841
Current liabilities 323,899 289,816
Long-term obligations and other liabilities 3,887 2,999
12. Variable Interest Entities
The Company holds variable interests in multiple entities that primarily procure or process inventory or are securitization entities. These variable interests relate to equity investments, receivables, guarantees, and securitized receivables. The following summarizes the Company's financial relationships with its unconsolidated variable interest entities:
March 31, 2023 March 31, 2022
Investments in variable interest entities $ 93,754 $ 88,118
Receivables with variable interest entities 2,617 2,211
Guaranteed amounts to variable interest entities (not to exceed) 68,265 55,884
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13. Goodwill and Other Intangible Assets, Net
The following summarizes the changes in the Company's goodwill and other intangible assets, net:
Year Ended March 31, 2023
Weighted Average Remaining Useful Life Beginning Carrying Amount, Net Amortization Expense Ending Intangible Assets, Net
Intangibles subject to amortization:
Customer relationships 9.4 years $ 23,568 $ ( 3,086 ) $ 20,482
Technology 5.2 years 11,471 ( 2,596 ) 8,875
Trade names 11.4 years 10,022 ( 807 ) 9,215
Total $ 45,061 $ ( 6,489 ) $ 38,572
Year Ended March 31, 2022
Weighted Average Remaining Useful Life Beginning Carrying Amount, Net Additions Amortization Expense Disposition of Humble Juice (1)
Impairment (2)
Ending Intangible Assets, Net
Intangibles subject to amortization:
Customer relationships 10.3 years $ 27,730 $ — $ ( 2,427 ) $ ( 1,735 ) $ — $ 23,568
Technology 5.8 years 12,858 840 ( 2,227 ) — — 11,471
Trade names 12.4 years 10,829 — ( 807 ) — — 10,022
Intangibles not subject to amortization:
Goodwill 36,853 — — ( 4,667 ) ( 32,186 ) —
Total $ 88,270 $ 840 $ ( 5,461 ) $ ( 6,402 ) $ ( 32,186 ) $ 45,061
(1) See " Note 10. Acquisitions and Dispositions " for additional information.
(2) $ 372 of the impairment occurred during the three-month period ended December 31, 2021. The remaining $ 31,814 of impairment occurred during the three-month period ended March 31, 2022.
Goodwill
During the year ended March 31, 2022, the Company performed its annual assessment of goodwill for its reporting units. The assessment of qualitative factors indicated that it was more likely than not that the fair value of each reporting unit was less than its carrying value primarily due to a sustained decline in the implied value of the Company's long-term debt and equity based on public trading as well as uncertainty in the Company's estimate of timing for future operating results due to the recent economic effects of the COVID-19 pandemic, including related variants. As a result, the Company performed a quantitative impairment test by comparing the fair value of each reporting unit to its carrying value. The fair value for each reporting unit was determined using the DCF method of the income approach. The quantitative impairment test conducted for each reporting unit concluded that the fair value of each reporting unit was less than its carrying value. The excess of carrying value over fair value for each reporting unit exceeded the amount of goodwill that was allocated to the reporting unit, leading the Company to record a full impairment of goodwill at each reporting unit as follows:
Year Ended March 31, 2022
Leaf - Africa $ 8,341
Leaf - Asia 6,311
Leaf - Europe 5,566
Leaf - North America 3,901
Leaf - South America 5,730
E-liquids 1,965
Total $ 31,814
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Other Intangible Assets, Net
The following summarizes the estimated intangible asset amortization expense for the next five years and beyond:
For Fiscal Years Ended Customer Relationships Technology (1)
Trade Names Total
2024 $ 2,175 $ 1,659 $ 807 $ 4,641
2025 2,175 1,585 807 4,567
2026 2,175 1,465 807 4,447
2027 2,175 1,490 807 4,472
2028 2,175 1,543 807 4,525
Thereafter 9,607 1,133 5,180 15,920
Total $ 20,482 $ 8,875 $ 9,215 $ 38,572
(1) Estimated amortization expense for technology is based on costs accumulated as of March 31, 2023. These estimates will change as new costs are incurred and until the software is placed into service.
14. Leases
The following summarizes lease costs for operating leases:
Year Ended March 31, 2023 Year Ended March 31, 2022
Operating lease costs $ 14,203 $ 14,752
Variable and short-term lease costs 8,023 7,991
Total lease costs $ 22,226 $ 22,743
The following summarizes weighted average information associated with the measurement of remaining operating leases:
March 31, 2023 March 31, 2022
Weighted average remaining lease term 5.9 years 6.2 years
Weighted average discount rate 14.4 % 12.8 %
The following summarizes supplemental cash flow information related to operating leases:
Year Ended March 31, 2023 Year Ended March 31, 2022
Cash paid for amounts included in the measurement of lease liabilities - operating cash flows used by operating leases $ 13,607 $ 13,677
Right-of-use assets obtained in exchange for new operating leases - noncash 9,967 7,054
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The following reconciles maturities of operating lease liabilities to the lease liabilities reflected in the consolidated balance sheets as of March 31, 2023:
2024 $ 13,014
2025 8,500
2026 6,771
2027 5,726
2028 4,373
Thereafter 13,798
Total future minimum lease payments 52,182
Less: amounts related to imputed interest 17,878
Present value of future minimum lease payments 34,304
Less: operating lease liabilities, current 8,723
Operating lease liabilities, non-current $ 25,581
15. Property, Plant, and Equipment, Net
The following summarizes property, plant, and equipment, net:
March 31, 2023 March 31, 2022
Land $ 31,132 $ 32,023
Buildings 43,911 43,465
Machinery and equipment 83,984 77,243
Total 159,027 152,731
Less: accumulated depreciation (1)
( 25,629 ) ( 15,210 )
Total property, plant, and equipment, net $ 133,398 $ 137,521
(1) This balance was partially reduced by the disposition of certain fully depreciated assets during the year ended March 31, 2023.
The following summarizes depreciation expense recorded in cost of goods and services sold and selling, general, and administrative expenses:
Year Ended March 31, 2023 Year Ended March 31, 2022
Depreciation expense recorded in cost of goods and services sold $ 10,132 $ 8,908
Depreciation expense recorded in selling, general, and administrative expenses 2,346 2,272
Total depreciation $ 12,478 $ 11,180
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16. Debt Arrangements
The following table summarizes the Company’s debt financing as of the dates set forth below:
Outstanding
Interest March 31, 2023 March 31, 2022 Long Term Debt Repayment Schedule by Fiscal Year
Rate 2024 2025 2026 2027 2028 Later
Senior secured credit facilities:
ABL Credit Facility 4.8 % (1)
$ 25,000 $ 90,000 $ — $ — $ — $ 25,000 $ — $ —
DDTL Term Loans (2)
11.2 % (1)
— 107,832 — — — — — —
Senior secured notes:
10.0% Notes due 2024 (3)
10.0 % (1)
19,931 270,762 — 19,931 — — — —
8.5% Notes due 2027 (4)
8.8 % (1)
253,483 — — — — — 253,483 —
Senior secured term loans:
Intabex Term Loans (5)
12.8 % (1)
186,194 — — — — — 186,194 —
Pyxus Term Loans (6)
12.8 % (1)
133,393 — — — — — 133,393 —
Exit Facility Loans (7)
10.9 % (1)
— 219,500 — — — — — —
Other debt:
Other long-term debt 7.5 % (1)
504 239 75 — 429 — — —
Notes payable to banks (8)
6.8 % (1)
382,544 378,612 382,544 — — — — —
Total debt $ 1,001,049 $ 1,066,945 $ 382,619 $ 19,931 $ 429 $ 25,000 $ 573,070 $ —
Short-term (8)
$ 382,544 $ 378,612
Long-term:
Current portion of long-term debt $ 75 $ 107,856
Long-term debt 618,430 580,477
$ 618,505 $ 688,333
Letters of credit $ 11,684 $ 9,038
(1) Weighted average rate for the twelve months ended March 31, 2023. As the 8.5 % Notes due 2027, Intabex Term Loans, and the Pyxus Term Loans have not been outstanding for a trailing twelve-month period, the interest rate is the weighted average from inception through March 31, 2023.
(2) The DDTL Term Loans were issued in the refinancing of the prior DDTL facility on July 28, 2022, which included a partial principal payment of $ 9,000 and an exit fee payment of $ 5,250 . Subsequent to this refinancing, on February 6, 2023, the DDTL Term Loans were exchanged for $ 102,000 (inclusive of a $ 2,000 exit fee) of Intabex Term Loans.
(3) On February 6, 2023, $ 260,452 of the 10.0 % Notes due 2024 were exchanged for 8.5 % Notes due 2027. The remaining 10.0 % Notes due 2024 outstanding of $ 19,931 is net of a debt discount of $ 460 . Total repayment at maturity is $ 20,391 .
(4) Balance of $ 253,483 is net of a debt discount of $ 6,969 . Total repayment at maturity is $ 260,452 .
(5) Balance of $ 186,194 is net of a debt discount of $ 2,839 . Total repayment at maturity is $ 189,033 , which includes a $ 2,000 exit fee payable upon repayment
(6) Balance of $ 133,393 is net of a debt premium of $ 2,844 . Total repayment at maturity is $ 130,550 .
(7) On February 6, 2023, $ 189,033 , representing 40.0 %, of the Exit Facility Loans were exchanged for Intabex Term Loans, and $ 130,550 , representing the remaining 60.0 %, of the Exit Facility Loans were exchanged for Pyxus Term Loans.
(8) Primarily foreign seasonal lines of credit.
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Outstanding Senior Secured Debt
ABL Credit Facility
On February 8, 2022, our wholly owned subsidiary, Pyxus Holdings, Inc. ("Pyxus Holdings"), certain subsidiaries of Pyxus Holdings (together with Pyxus Holdings, the "Borrowers"), and the Company and its wholly owned subsidiary, Pyxus Parent, Inc. ("Pyxus Parent"), as guarantors, entered into an ABL Credit Agreement (as amended, the "ABL Credit Agreement"), dated as of February 8, 2022, by and among Pyxus Holdings, as Borrower Agent, the Borrowers and parent guarantors party thereto, the lenders party thereto, and PNC Bank, National Association, as Administrative Agent and Collateral Agent, to establish an asset-based revolving credit facility (the "ABL Credit Facility"), the proceeds of which may be used to provide for the ongoing working capital and general corporate purposes of the Borrowers, the Company, Pyxus Parent, and their subsidiaries. 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 $ 100,000 , subject to the limitations described below in this paragraph. The ABL Credit Facility includes a $ 20,000 uncommitted accordion feature that permits Pyxus Holdings, under certain conditions, to solicit the lenders under the ABL Credit Facility to provide additional revolving loan commitments to increase the aggregate amount of the revolving loan commitments under the ABL Credit Facility not to exceed a maximum principal amount of $ 120,000 . The amount available under the ABL Credit Facility is limited by a borrowing base consisting of certain eligible accounts receivable and inventory, reduced by specified reserves, as follows:
• 85 % of eligible accounts receivable, plus
• the lesser of (i) 85 % of the book value of Eligible Extended Terms Receivables (as defined in the ABL Credit Agreement) and (ii) $ 5,000 , plus
• 90 % of eligible credit insured accounts receivable, plus
• 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 net-orderly-liquidation value percentage of eligible inventory, minus
• applicable reserves.
At March 31, 2023, $ 75,000 was available for borrowing under the ABL Credit Facility, after reducing availability by the aggregate borrowings under the ABL Credit Facility of $ 25,000 outstanding on that date and the $ 20,000 of Domestic Availability (as defined in the ABL Credit Agreement) required to be maintained. Weighted average borrowings outstanding under the ABL Credit Facility during the fiscal year ended March 31, 2023 were $ 70,247 .
The ABL Credit Facility permits both base rate borrowings and borrowings based upon the Bloomberg-Short-Term Bank Yield Index rate ("BSBY"). Borrowings under the ABL Credit Facility bear interest at an annual rate equal to one, three, or six-month reserve-adjusted BSBY Rate plus 300 basis points or 200 basis points above base rate, as applicable, with a fee on unutilized commitments at an annual rate of 37.5 basis points.
The ABL Credit Agreement was amended on May 23, 2023, which extended the maturity of the ABL Credit Facility to February 8, 2027. The outstanding amount under the ABL Credit Facility is recorded as noncurrent as of March 31, 2023, and the long-term debt repayment schedule in the table above reflects the ABL Credit Facility's extended maturity. Refer to " Note 27. Subsequent Events " for additional information.
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 upon the permanent reduction of commitments under the ABL Credit Facility of 300 basis points for terminations in the first year after entry into the ABL Credit Agreement, 200 basis points for terminations in the second year and 100 basis points for termination in the third year. In addition, customary mandatory prepayments of the loans under the ABL Credit Facility are required upon the occurrence of certain events including, without limitation, outstanding borrowing exposures exceeding the borrowing base, 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. With respect to base rate loans, accrued interest is payable monthly in arrears and, with respect to BSBY loans, accrued interest is payable monthly and on the last day of any applicable interest period.
The Borrowers’ obligations under the ABL Credit Facility (and certain related obligations) are (a) guaranteed by Pyxus Parent, and the Company and all of Pyxus Holdings’ wholly owned domestic subsidiaries, and each of Pyxus Holdings’ future wholly owned domestic subsidiaries is required to guarantee the ABL Credit Facility on a senior secured basis (collectively, the "ABL Loan Parties") and (b) secured by the collateral, as described below, which is owned by the ABL Loan Parties.
Cash Dominion. Under the terms of the ABL Credit Facility, if (i) an event of default has occurred and is continuing, (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 10 % of the total commitments under the ABL Credit Facility at such time, or (iii) Domestic Availability (as defined in the ABL Credit Agreement) being less than $ 20,000 , 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
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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. 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, (ii) if arising as a result of non-compliance with the Excess Availability threshold, Excess Availability shall be equal to or greater than 10 % of the total commitments under the ABL Credit Facility for a period of 30 consecutive days and no event of default is continuing, or (iii) if arising as a result of Domestic Availability being less than $ 20,000 , Domestic Availability is greater than $ 20,000 for a period of 30 consecutive days and no event of default is continuing.
Covenants. The ABL Credit Agreement governing the ABL Credit Facility contains (i) a springing covenant requiring that the Company’s fixed charge coverage ratio be no less than 1.10 to 1.00 during any Dominion Period and (ii) a covenant requiring Domestic Availability greater than $ 20,000 at all times until audited financial statements for fiscal year ending March 31, 2023 are delivered under the ABL Credit Agreement.
The ABL Credit Agreement governing the ABL 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 ability to, among other things:
• incur additional indebtedness or issue disqualified stock or preferred stock;
• make investments;
• pay dividends and make other restricted payments;
• sell certain assets;
• create liens;
• enter into sale and leaseback transactions;
• consolidate, merge, sell or otherwise dispose of all or substantially all of the Company’s assets;
• enter into transactions with affiliates; and
• designate subsidiaries as Unrestricted Subsidiaries (as defined in the ABL Credit Agreement).
On March 31, 2023, the Borrowers were in compliance with all covenants under the ABL Credit Agreement.
Intabex Term Loans
Pursuant to (i) an exchange offer (the "DDTL Facility Exchange") made to, and accepted by, holders of 100.0 % of the outstanding term loans (the "DDTL Term Loans") under the Amended and Restated Term Loan Credit Agreement, effectuated pursuant to that certain Amendment and Restatement Agreement, dated as of June 2, 2022 (the "DDTL Credit Agreement"), by and among Intabex Netherlands B.V., as borrower ("Intabex"), the guarantors party thereto, the administrative agent and collateral agent thereunder, and the several lenders from time to time party thereto and (ii) an exchange offer (the "Exit Facility Exchange") made to, and accepted by, holders of 100.0 % of the outstanding term loans (the "Exit Term Loans") under the Exit Term Loan Credit Agreement, dated as of August 24, 2020 (the "Exit Term Loan Credit Agreement"), by and among Pyxus Holdings, as borrower, the guarantors party thereto, the administrative agent and collateral agent thereunder, and the several lenders from time to time party thereto, on February 6, 2023, Pyxus Holdings entered into the Intabex Term Loan Credit Agreement, dated as of February 6, 2023 (the "Intabex Term Loan Credit Agreement"), by and among, Pyxus Holdings, the guarantors party thereto, the lenders party thereto and Alter Domus (US) LLC ("Alter Domus"), as administrative agent and senior collateral agent. The Intabex Term Loan Credit Agreement established a term loan credit facility in an aggregate principal amount of approximately $ 189,033 (the "Intabex Credit Facility"), under which term loans in the full aggregate principal amount of the Intabex Credit Facility (the "Intabex Term Loans") were deemed made in exchange for (i) $ 100,000 principal amount of the DDTL Term Loans, plus an additional $ 2,000 on account of the exit fee payable under the DDTL Credit Agreement and (ii) approximately $ 87,033 principal amount of Exit Term Loans, representing 40.0 % of the outstanding principal amount thereof (including the applicable accrued and unpaid PIK interest thereon).
The Intabex Term Loans bear interest, at Pyxus Holdings’ option, at either (i) a term SOFR rate (subject to a floor of 1.5%) plus 8.0% per annum or (ii) an alternate base rate plus 7.0% per annum. The Intabex Term Loans are stated to mature on December 31, 2027.
The Intabex Term Loans may be prepaid from time to time, in whole or in part, without prepayment or penalty. With respect to alternate base rate loans, accrued interest is payable quarterly in arrears on the last business day of each calendar quarter and, with respect to SOFR loans, accrued interest is payable on the last day of each applicable interest period but no less frequently than every three months.
The Intabex Term Loan Credit Agreement 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, incur additional indebtedness or issue disqualified stock or preferred stock; make investments; pay dividends and make other restricted payments; sell certain assets; incur liens; consolidate, merge, sell or otherwise dispose of all or substantially all their assets; enter into transactions with affiliates;
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designate subsidiaries as unrestricted subsidiaries; and, in the case of Intabex, undertake business activities and sell certain subsidiaries.
On March 31, 2023, Pyxus Holdings and the guarantors under the Intabex Term Loan Credit Agreement were in compliance with all covenants under the Intabex Term Loan Credit Agreement.
Pyxus Term Loans
Pursuant to the Exit Facility Exchange, on February 6, 2023, Pyxus Holdings entered into the Pyxus Term Loan Credit Agreement, dated as of February 6, 2023 (the "Pyxus Term Loan Credit Agreement"), by and among, Pyxus Holdings, the guarantors party thereto, the lenders party thereto and Alter Domus, as administrative agent and senior collateral agent, to establish a term loan credit facility in an aggregate principal amount of approximately $ 130,550 (the "Pyxus Credit Facility"), under which term loans in the full aggregate principal amount of the Pyxus Credit Facility (the "Pyxus Term Loans" and, together with the Intabex Term Loans, the "New Term Loans") were deemed made in exchange for 60.0 % of the outstanding principal amount of Exit Term Loans (including the applicable accrued and unpaid PIK interest thereon).
The Pyxus Term Loans bear interest, at Pyxus Holdings’ option, at either (i) a term SOFR rate (subject to a floor of 1.5 %) plus 8.0 % per annum or (ii) an alternate base rate plus 7.0 % per annum. The Pyxus Term Loans are stated to mature on December 31, 2027.
The Pyxus Term Loans may be prepaid from time to time, in whole or in part, without prepayment or penalty. With respect to alternate base rate loans, accrued interest is payable quarterly in arrears on the last business day of each calendar quarter and, with respect to SOFR loans, accrued interest is payable on the last day of each applicable interest period but no less frequently than every three months.
The Pyxus Term Loan Credit Agreement 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, incur additional indebtedness or issue disqualified stock or preferred stock; make investments; pay dividends and make other restricted payments; sell certain assets; incur liens; consolidate, merge, sell or otherwise dispose of all or substantially all their assets; enter into transactions with affiliates; and designate subsidiaries as unrestricted subsidiaries.
On March 31, 2023, Pyxus Holdings and the guarantors under the Pyxus Term Loan Credit Agreement were in compliance with all covenants under the Pyxus Term Loan Credit Agreement.
8.50% Senior Secured Notes due 2027
Pursuant to an exchange offer (the "Notes Exchange" and, together with the DDTL Facility Exchange and the Exit Facility Exchange, the "Debt Exchange Transactions") made by Pyxus Holdings and accepted by holders of approximately 92.7 % of the aggregate principal amount of the outstanding 10.0 % Senior Secured First Lien Notes due 2024 issued by Pyxus Holdings (the "2024 Notes") pursuant to that certain Indenture, dated as of August 24, 2020 (the "2024 Notes Indenture"), by and among Pyxus Holdings, the guarantors party thereto and the trustee, collateral agent, registrar and paying agent thereunder, on February 6, 2023, Pyxus Holdings issued approximately $ 260,452 in aggregate principal amount of 8.5 % Senior Secured Notes due December 31, 2027 (the "2027 Notes" and, together with the New Term Loans, the "New Secured Debt") to the exchanging holders of the 2024 Notes for an equal principal amount of 2024 Notes. The 2027 Notes were issued pursuant to the Indenture, dated as of February 6, 2023 (the "2027 Notes Indenture"), among Pyxus Holdings, the guarantors party thereto, and Wilmington Trust, National Association, as trustee, and Alter Domus, as collateral agent.
The 2027 Notes bear interest at a rate of 8.5 % per annum, which interest is computed on the basis of a 360-day year comprised of twelve 30-day months. Interest accrues on the 2027 Notes from the date of issuance and is payable semi-annually in arrears on June 15 and December 15 of each year, commencing on June 15, 2023. The 2027 Notes are stated to mature on December 31, 2027.
At any time from time to time, Pyxus Holdings may redeem the 2027 Notes, in whole or in part, at a redemption price equal to 100.0% of the principal amount of 2027 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date.
The 2027 Notes Indenture contains customary 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, incur additional indebtedness or issue disqualified stock or preferred stock; make investments; pay dividends and make other restricted payments; sell certain assets; incur liens; consolidate, merge, sell or otherwise dispose of all or substantially all their assets; enter into transactions with affiliates; and designate subsidiaries as unrestricted subsidiaries.
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On March 31, 2023, Pyxus Holdings and the guarantors of the 2027 Notes were in compliance with all covenants under the 2027 Notes Indenture.
Guarantees and Collateral
The obligations of Pyxus Holdings under the ABL Credit Agreement and the New Secured Debt are fully and unconditionally guaranteed by the Company, Pyxus Parent and all of the Company’s domestic subsidiaries and certain of the Company’s foreign subsidiaries, subject to certain limitations (the "Senior Secured Debt Obligors"). In addition, under the Intabex Term Loan Credit Facility, Intabex and Alliance One International Tabak B.V. (which were obligors under the DDTL Term Loans) also guarantee the Intabex Credit Facility (together, the "Specified Intabex Obligors") but do not guarantee the 2027 Notes, the Pyxus Term Loans or obligations under the ABL Credit Agreement. In addition, certain assets of the Specified Intabex Obligors (which were pledged as collateral for the DDTL Term Loans) are pledged as collateral to secure the Intabex Term Loans (the "Intabex Collateral") but do not secure the 2027 Notes, the Pyxus Term Loans or obligations under the ABL Credit Agreement.
The Senior Secured Debt Obligors’ obligations under the ABL Credit Agreement are secured by (i) a first-priority senior lien the ABL Priority Collateral (as defined in the ABL/New Secured Debt Intercreditor Agreement (as defined below)), which includes certain accounts receivable and inventory and certain related intercompany notes, cash, deposit accounts, related general intangibles and instruments, certain other related assets and proceeds of the foregoing of the Senior Secured Debt Obligors, and (ii) a junior-priority lien on substantially all assets of the Senior Secured Debt Obligors other than certain exclusions and the ABL Priority Collateral. The New Secured Debt is secured by (i) a first-priority senior lien on substantially all assets of the Senior Secured Debt Obligors other than certain exclusions and the ABL Priority Collateral and (ii) a junior-priority lien on the ABL Priority Collateral. The Intabex Term Loans are further secured by a first-priority lien on the Intabex Collateral.
The obligations under the New Secured Debt share a single lien, held by Alter Domus, as senior collateral agent (the "Senior Collateral Agent"), on the Collateral (as defined below) subject to the payment waterfall pursuant to the intercreditor arrangements described below.
Intercreditor Agreements
The priority of the obligations under the ABL Credit Agreement and the New Secured Debt are set forth in the two intercreditor agreements entered into in connection with consummation of the DDTL Facility Exchange, the Exit Facility Exchange and the Notes Exchange.
ABL/New Secured Debt Intercreditor Agreement . On February 6, 2023, Pyxus Holdings, Inc., the guarantors party thereto, PNC Bank, National Association, as ABL Agent, Alter Domus, as Pyxus Term Loan Administrative Agent, Intabex Term Loan Administrative Agent and Senior Collateral Agent, and Wilmington Trust, National Association, as Senior Notes Trustee entered into an Amended and Restated ABL Intercreditor Agreement, dated as of February 6, 2023 (the "ABL/New Secured Debt Intercreditor Agreement") to provide for 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, the holders of obligations under the New Secured Debt, the guarantees thereof and certain related obligations. 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 senior liens on the ABL Priority Collateral, which includes 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, with the obligations under the New Secured Debt having junior-priority liens on the ABL Priority Collateral. Pursuant to the ABL/New Secured Debt Intercreditor Agreement, Pyxus Holdings’ collective obligations under the New Secured Debt, the guarantees thereof and certain related obligations have first-priority senior liens on 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 (other than the Intabex Collateral), 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 such collateral, other than real property. The ABL Credit Facility is not secured by real property.
New Secured Debt Intercreditor Agreement . On February 6, 2023, the New Secured Debt Obligors, together with the representative for the holders of the New Secured Debt and the Senior Collateral Agent, entered into the Intercreditor and Collateral Agency Agreement, dated as of February 6, 2023 (the "New Secured Debt Intercreditor Agreement"), pursuant to which the Senior Collateral Agent, serves as joint collateral agent for the benefit of the holders of the 2027 Notes, the Pyxus Term Loans and the Intabex Term Loans with respect to all common collateral securing such indebtedness (the "Collateral"; which excludes Intabex Collateral). The New Secured Debt Intercreditor Agreement provides that Collateral or proceeds thereof received in connection with or upon the exercise of secured creditor remedies will be distributed (subject to the provisions described in the next paragraph) first to holders of the New Secured Debt on a pro rata basis based on the aggregate
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principal amount of each class of New Secured Debt, and then to holders of future junior debt secured by such Collateral on a pro rata basis based on the aggregate principal amount of each class of future junior debt (and in each case permitted refinancing indebtedness thereof).
Exercise of rights and remedies against the Collateral and certain rights in a bankruptcy or insolvency proceeding (including the right to object to debtor-in-possession financing or to credit bid) by the Senior Collateral Agent will be controlled first by the holders of a majority in principal amount of the New Term Loans (including, in any event, each holder holding at least 20.0 % of the New Term Loans as of February 6, 2023, provided such holder holds at least 15.0 % of the New Term Loans as of the date of determination), second, after repayment in full of the New Term Loans, by the holders of a majority in principal amount of the 2027 Notes and last, after repayment in full of the New Term Loans and the 2027 Notes, by holders of a majority in principal amount of any future junior debt secured by the Collateral. Any such future junior debt will be subject to certain customary waivers of rights in a bankruptcy or insolvency proceeding in favor of the Senior Collateral Agent, including, but not limited to, with respect to debtor-in-possession financing, adequate protection and credit bidding.
Refinanced Senior Secured Debt
Exit ABL Credit Facility
On August 24, 2020, Pyxus Holdings entered into the Exit 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 Exit ABL Credit Facility"), which permitted borrowings in an initial maximum principal amount of $ 75,000 , subject to certain limitations. The Exit ABL Credit Facility could 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. Under certain conditions, Pyxus Holdings was permitted to solicit the ABL Lenders to provide additional revolving loan commitments under the Exit ABL Credit Facility in an aggregate amount not to exceed $ 15,000 . The Exit ABL Credit Facility was 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 Exit ABL Credit Facility and (ii) $ 18,750 . The amount available under the Exit ABL Credit Facility is limited by a borrowing base consisting of eligible accounts receivable and inventory as follows:
• 85 % of eligible accounts receivable, plus
• 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.
On February 8, 2022, Pyxus Holdings terminated the Exit ABL Credit Agreement and repaid $ 56,500 outstanding thereunder with proceeds from the initial borrowing under the ABL Credit Facility.
DDTL Facility
On April 23, 2021 (the “DDTL Closing Date”), Intabex entered into a Term Loan Credit Agreement (as amended on May 21, 2021, the "Initial DDTL Facility Credit Agreement"), dated as of April 23, 2021, by and among (i) Intabex, as borrower, (ii) the Company, Pyxus Parent, Pyxus Holdings, Alliance One International, LLC, Alliance One International Holdings, Ltd, as guarantors (collectively, the "Parent Guarantors"), (iii) the lenders thereto, which included certain funds managed by Glendon Capital Management, L.P., Monarch Alternative Capital LP, and Owl Creek Asset Management, L.P. (collectively and, together other lenders that became parties thereto as lenders, the "DDTL Facility Lenders"), and (iv) Alter Domus, as administrative agent and collateral agent. The Initial DDTL Facility Credit Agreement established a $ 120,000 delayed-draw term loan credit facility (the "Initial DDTL Facility") under which the full amount has been drawn (the "Initial DDTL Loans") by March 31, 2022. The proceeds of the Initial DDTL Loans were used to provide working capital and for other general corporate purposes of Intabex, the guarantors of the Initial DDTL Loans and their subsidiaries. Amounts prepaid or repaid in respect of Initial DDTL Loans were not permitted to be reborrowed under the Initial DDTL Facility.
Interest on the aggregate principal amount of outstanding Initial DDTL Loans accrued at an annual rate of LIBOR plus 9.0 %, subject to a LIBOR floor of 1.5 %, for LIBOR loans or, for loans that are not LIBOR loans, at an annual rate of an alternative base rate (as specified in the Initial DDTL Facility Credit Agreement) plus 8.0 %. Pursuant to the Initial DDTL Facility Credit Agreement, the DDTL Facility Lenders received a non-refundable commitment fee equal to 2.0 % of the aggregate commitments under the Initial DDTL Facility, paid in cash in full on the DDTL Closing Date and netted from the proceeds of the Initial DDTL Loans borrowed on the DDTL Closing Date. The Initial DDTL Facility Credit Agreement provided 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 any Initial DDTL Loans repaid (whether prepaid voluntarily or paid following acceleration or at maturity). The Exit Fee was deemed to have been earned on the DDTL Closing Date, and was due and payable in cash on each date of repayment or termination, as applicable, in respect of the Initial DDTL Loans or commitments repaid or terminated on such date, as applicable.
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Loan Repayment Date Exit Fee
On or before September 30, 2021 1.0 %
After September 30, 2021 and on or before December 31, 2021 2.5 %
After December 31, 2021 and on or before March 31, 2022 3.5 %
After March 31, 2022 5.0 %
The obligations of Intabex under the Initial DDTL Facility Credit Agreement (and certain related obligations) were (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 was or became a guarantor of borrowings under the Exit Term Loan Credit Agreement and (b) was secured by the pledge of all of the outstanding equity interests of (i) Alliance One Brasil Exportadora de Tabacos Ltda. ("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.
The Initial DDTL Credit Facility Agreement was amended and restated by the DDTL Credit Agreement, which established a $ 100,000 term loan credit facility (the "DDTL Term Loan Facility") and required that Intabex use the net proceeds of the DDTL Term Loans made thereunder and other funds to repay in full its obligations under the Initial DDTL Facility Credit Agreement, including the outstanding principal of, and accrued and unpaid interest on, borrowings under the Initial DDTL Facility and the payment of fees and expenses incurred in connection with repaying such borrowings and incurring the DDTL Term Loans under the DDTL Credit Agreement. The DDTL Credit Agreement provided for a 2.0 % fee due with respect to any principal payment made after the one-year anniversary of the incurrence of the DDTL Term Loans, including a payment made at maturity. The DDTL Credit Agreement further provided that amounts of principal that were prepaid may not be reborrowed under the DDTL Term Loan Facility. Interest on the outstanding principal amount of the DDTL Term Loans accrued at an annual rate of SOFR plus 7.5 %, subject to a SOFR floor of 1.0 %, for "SOFR loans" or, for loans that are not SOFR loans, at an annual rate of an alternate base rate (as specified in the DDTL Credit Agreement and subject to a specified floor) plus 6.5 %. Pursuant to the DDTL Credit Agreement, the DDTL Facility Lenders received a non-refundable commitment fee equal to 3.0 % of the aggregate commitments under the DDTL Term Loan Facility and a closing fee equal to 1.0 % of the aggregate commitments under the DDTL Term Loan Facility, as original issue discount. Under the DDTL Credit Agreement, the obligations of Intabex under the Amended Credit Agreement (and certain related obligations) continued to be guaranteed and secured by the same guarantors of, and the same collateral securing, Intabex’s obligations under the Initial DDTL Facility Credit Agreement. The DDTL Term Loans were stated to mature on December 2, 2023.
The DDTL Term Loans were exchanged upon consummation of the DDTL Facility Exchange on February 6, 2023.
Exit Term Loan Credit Facility
On August 24, 2020, pursuant to the Exit Term Loan Credit Agreement, Pyxus Holdings became obligated with respect to the Exit Term Loans in an aggregate principal amount of approximately $ 213,418 . The Exit Term Loans accrued interest at an annual rate equal to LIBOR plus 800 basis points or 700 basis points above base rate, as applicable. In addition to the cash interest payments, from and after August 24, 2021, the Exit Term Loans accrued "payment in kind" (PIK) interest in an annual rate equal to 100 basis points, which rate increased by an additional 100 basis points on August 24, 2022 and was further scheduled to increase by an additional 100 basis points each of the third and fourth anniversaries of the date of the Exit Term Loan Credit Agreement. The Exit Term Loans were stated to mature on February 24, 2025.
Pyxus Holdings’ obligations under the Exit Term Loan Credit Agreement (and certain related obligations) were (a) guaranteed by Pyxus Parent, Inc. and the Company, all of Pyxus Holdings’ material domestic subsidiaries and certain of Pyxus Holdings’ foreign subsidiaries, and each of Pyxus Holdings’ material domestic subsidiaries was required to guarantee the Exit Term Loan Credit Agreement on a senior secured basis and (b) secured by specified collateral owned by Pyxus Holdings and such guarantors.
The Exit Term Loans were exchanged upon consummation of the DDTL Facility Exchange and the Exit Facility Exchange on February 6, 2023.
Related Party Transactions
The Company, Pyxus Parent and Pyxus Holdings (collectively, the "Holding Companies") entered into a Support and Exchange Agreement, effective as of December 27, 2022 (as amended, including by joinders thereto, the "Support Agreement"), with a group of creditors, including Glendon Capital Management LP, Monarch Alternative Capital LP, Nut Tree Capital Management, L.P., Intermarket Corporation and Owl Creek Asset Management, L.P. on behalf of certain funds managed by them and/or certain of their advisory clients, as applicable (collectively, the "Supporting Holders"), holding in aggregate:
• approximately 99.7 % of the DDTL Term Loans outstanding under the DDTL Credit Agreement;
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• approximately 68.1 % of the Exit Term Loans outstanding under the Exit Term Loan Credit Agreement; and
• approximately 64.1 % of the 2024 Notes outstanding under the 2024 Notes Indenture.
Pursuant to the Support Agreement, the Supporting Holders agreed to participate in the DDTL Facility Exchange, the Exit Facility Exchange and the Notes Exchange. Based on a Schedule 13D/A filed with the SEC on January 4, 2023 by Glendon Capital Management, L.P. (the "Glendon Investor"), Glendon Opportunities Fund, L.P. and Glendon Opportunities Fund II, L.P., Glendon Capital Management, L.P. 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. Based on a Schedule 13D/A filed with the SEC on January 23, 2023, by Monarch Alternative Capital LP (the "Monarch Investor"), MDRA GP LP and Monarch GP LLC, Monarch Alternative Capital LP reported beneficial ownership of 6,140 shares of the Company’s common stock, representing approximately 24.6 % of the outstanding shares of the Company’s common stock. Based on a Schedule 13G/A filed with the SEC on February 10, 2022 by Owl Creek Asset Management, L.P. and Jeffrey A. Altman, Owl Creek Asset Management, L.P. is the investment manager of certain funds and reported beneficial ownership of 2,405 shares of the Company’s common stock on December 31, 2021, representing approximately 9.6 % of the outstanding shares of the Company’s common stock. A representative of the Glendon Investor and a representative of the Monarch Investor served as directors of Pyxus at the time the Company and its applicable subsidiaries entered into the Initial DDTL Credit Facility Agreement, the amendments thereto (including the DDTL Credit Agreement) and the Support Agreement, effected borrowings under the Initial DDTL Credit Facility Agreement and the DDTL Credit Agreement and commenced the DDTL Facility Exchange, the Exit Facility Exchange and the Notes Exchange. The Initial DDTL Credit Facility Agreement and the amendments thereto (including the DDTL Credit Agreement), any and all borrowings thereunder, the related guaranty transactions, the Support Agreement, the DDTL Facility Exchange, the Exit Facility Exchange and the Notes Exchange, including the Intabex Term Loan Credit Agreement, the Intabex Term Loans, the Pyxus Term Loan Credit Agreement, the Pyxus Term Loans, the 2027 Notes and the 2027 Notes Indenture 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.
Other Outstanding Debt
2024 Notes
In conjunction with the Notes Exchange, Pyxus Holdings received consents from requisite holders of 2024 Notes to amend the 2024 Notes Indenture, the 2024 Notes and the related intercreditor and security documents to, among other things, (i) eliminate most of the restrictive covenants and certain of the affirmative covenants in the 2024 Notes Indenture, (ii) eliminate the change of control repurchase obligation in the 2024 Notes Indenture, (iii) subordinate the 2024 Notes in right of payment to existing and future senior indebtedness (including the New Secured Debt), (iv) eliminate certain events of default and (v) release all of the collateral securing the 2024 Notes. On February 6, 2023, the relevant parties to the 2024 Notes Indenture entered into the Second Supplemental Indenture, dated as of February 6, 2023 (the "2024 Notes Supplemental Indenture"), to the 2024 Notes Indenture, pursuant to which the 2024 Notes Indenture, the 2024 Notes and the related intercreditor and security documents were amended to effect these changes.
The 2024 Notes bear interest at a rate of 10.0 % per year, payable semi-annually in arrears in cash on February 15 and August 15 of each year. The 2024 Notes are stated to mature on August 24, 2024. At March 31, 2023, the remaining 2024 Notes outstanding is $ 19,931 , net of a debt discount of $ 460 . The total repayment amount due at maturity is $ 20,391 .
On March 31, 2023, Pyxus Holdings and the guarantors of the 2024 Notes were in compliance with all covenants under the 2024 Notes Indenture, as amended by the 2024 Notes Supplemental Indenture.
Foreign Seasonal Lines of Credit
Excluding its long-term credit agreements, the Company has typically financed its non-U.S. operations with uncommitted short-term seasonal lines of credit arrangements with a number of banks. These operating lines are generally seasonal in nature, typically extending for a term of 180 to 365 days corresponding to the tobacco crop cycle in that location. These facilities are typically uncommitted in that the lenders have the right to cease making loans and demand repayment of loans at any time or at specified dates. These loans are generally renewed at the outset of each tobacco season. Certain of the foreign seasonal lines of credit are guaranteed by the Company and certain of its subsidiaries. At March 31, 2023, the total borrowing capacity under individual foreign seasonal lines of credit range up to $ 131,840 . At March 31, 2023 and 2022, the Company was permitted to borrow under foreign seasonal lines of credit up to a total $ 716,080 and $ 673,288 , respectively, subject to limitations under the ABL Credit Agreement and the agreements governing the New Secured Debt. The weighted average variable interest rate for the years ended March 31, 2023 and 2022 was 6.8 % and 6.1 %, respectively. Certain of the foreign seasonal lines of credit with aggregate outstanding borrowings at March 31, 2023 and 2022 of $ 84,640 and $ 109,412 , respectively, are secured by trade receivables and inventories as collateral. At March 31, 2023 and 2022, respectively, $ 1,195 and $ 971 of cash was held on
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deposit as a compensating balance. At March 31, 2023, the Company and its subsidiaries were in compliance with the covenants associated with the short-term seasonal lines of credit.
17. Securitized Receivables
The Company sells trade receivables to unaffiliated financial institutions under four accounts receivable securitization facilities, two of which are subject to annual renewal.
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. Following the sale and transfer of the receivables to the special purpose entity, 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. 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. 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. 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. Servicing fees are recorded as a reduction of selling, general, and administrative expenses within the statements of consolidated operations. As of March 31, 2023, the investment limit of this facility was $ 100,000 of trade receivables.
Under 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. 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. Although the Company continues to service, administer, and collect the receivables on behalf of the unaffiliated financial institution, the Company does not receive a servicing fee, and as a result, has established a servicing liability based upon unobservable inputs, primarily discounted cash flow. As of March 31, 2023, the investment limit under the second facility was $ 110,000 of trade receivables.
As servicer for 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. As of March 31, 2023 and 2022, trade receivables, net in the consolidated balance sheets has been reduced by $ 3,193 and $ 1,872 as a result of the net settlement, respectively. Refer to " Note 20. Fair Value Measurements " for additional information.
Under the third and fourth facilities, the Company offers trade receivables for sale to unaffiliated financial institutions, which are then subject to acceptance by the unaffiliated financial institutions. 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. As of March 31, 2023, the investment limits under the third and fourth facilities were variable based on qualifying sales.
The following summarizes the Company's accounts receivable outstanding in the securitization facilities, which represents trade receivables sold into the program that have not been collected from the customer, and related beneficial interests, which represents the Company's residual interest in receivables sold that have not been collected from the customer:
March 31, 2023 March 31, 2022
Receivables outstanding in facility $ 173,979 $ 131,092
Beneficial interest 19,522 28,072
Cash proceeds from the sale of trade receivables is comprised of a combination of cash and a deferred purchase price receivable. Deferred purchase price receivable is realized after the collection of the underlying trade receivables sold by the purchasers. The following summarizes the Company's cash purchase price and deferred purchase price:
Year Ended March 31, 2023 Year Ended March 31, 2022
Cash proceeds for the period ended:
Cash purchase price $ 696,404 $ 441,054
Deferred purchase price 165,262 189,440
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18. Guarantees
In certain markets, the Company guarantees bank loans for suppliers to finance their crops. The Company also guarantees bank loans of certain unconsolidated subsidiaries. The following summarizes amounts guaranteed and the fair value of those guarantees:
March 31, 2023 March 31, 2022
Amounts guaranteed (not to exceed) $ 152,032 $ 114,208
Amounts outstanding under guarantee (1)
83,420 49,413
Fair value of guarantees 5,262 2,956
Amounts due to local banks on behalf of suppliers for government subsidized rural credit financing 12,529 15,781
(1) Most of the guarantees outstanding at March 31, 2023 expire within one year .
19. Derivative Financial Instruments
The Company uses forward or option currency contracts to manage risks associated with foreign currency exchange rates on foreign operations. These contracts are for green tobacco purchases, processing costs, and selling, general, and administrative expenses. The Company recorded a net gain of $ 6,764 from its derivative financial instruments in cost of goods and services sold for the year ended March 31, 2023. The Company recorded a net gain of $ 2,482 from its derivative financial instruments in cost of goods and services sold for the year ended March 31, 2022.
As of March 31, 2023 and 2022, accumulated other comprehensive income includes $( 2,777 ) and $ 8,975 , respectively, net of $ 1,690 and $( 3,025 ) of tax, respectively, for net unrealized (losses) and gains related to designated cash flow hedges. As of March 31, 2023 and 2022, the Company recorded current derivative assets of $ 3,970 and $ 9,867 within other current assets, respectively. The U.S. Dollar notional amount of derivative contracts outstanding as of March 31, 2023 and 2022 w as $ 63,622 and $ 61,690 , respec tively.
20. Fair Value Measurements
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. 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. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions. These three levels of inputs create the following fair value hierarchy:
• Level 1 inputs - Quoted prices in active markets for identical assets or liabilities.
• 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.
• Level 3 inputs - Unobservable inputs for the assets or liabilities.
The following summarizes assets and liabilities measured at fair value on a recurring basis:
March 31, 2023 March 31, 2022
Level 2 Level 3 Total Assets /
Liabilities
at Fair Value Level 2 Level 3 Total Assets /
Liabilities
at Fair Value
Financial assets
Derivative financial instruments $ 3,970 $ — $ 3,970 $ 9,867 $ — $ 9,867
Securitized beneficial interests — 19,522 19,522 — 28,072 28,072
Total assets $ 3,970 $ 19,522 $ 23,492 $ 9,867 $ 28,072 $ 37,939
Financial liabilities
Long-term debt (1)
$ 523,758 $ 514 $ 524,272 $ 447,843 $ 246 $ 448,089
Guarantees — 5,262 5,262 — 2,956 2,956
Total liabilities $ 523,758 $ 5,776 $ 529,534 $ 447,843 $ 3,202 $ 451,045
(1) This fair value measurement disclosure does not affect the consolidated balance sheets.
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Level 2 measurements
• Debt: The fair value of debt is based on the market price for similar financial instruments or model-derived valuations with observable inputs. The primary inputs to the valuation include market expectations, the Company's credit risk, and the contractual terms of the debt instrument.
• Derivatives: The fair value of derivatives is based on the discounted cash flow analysis of the expected future cash flows. The primary inputs to the valuation include forward yield curves, implied volatilities, LIBOR rates, and credit valuation adjustments.
Level 3 measurements
• Guarantees: The fair value of guarantees is based on the discounted cash flow analysis of the expected future cash flows or historical loss rates. The historical loss rate was weighted by the principal balance of the loans.
• Securitized beneficial interests: The fair value of securitized beneficial interests is based on the present value of future expected cash flows. The discount rate was weighted by the outstanding interest. Payment speed was weighted by the avera ge days outstanding.
• Debt: The fair value of debt is based on the present value of future payments. The primary inputs to this valuation include treasury notes interest and borrowing rates . The borrowing rates were weighted by average loans outstanding.
Reconciliation of Change in Recurring Level 3 Balances
The following summarizes the changes in Level 3 instruments measured on a recurring basis.
Securitized Beneficial Interests Long-Term Debt Guarantees
Beginning balance at March 31, 2021 $ 19,370 $ 3,162 $ 1,740
Sales of receivables/issuance of guarantees 205,517 — 3,151
Settlements ( 192,141 ) ( 2,918 ) ( 1,749 )
Additions — 2 —
Losses recognized in earnings ( 4,674 ) — ( 186 )
Ending balance at March 31, 2022 $ 28,072 $ 246 $ 2,956
Sales of receivables/issuance of guarantees 166,165 6,187
Settlements ( 164,679 ) ( 37 ) ( 1,864 )
Additions — 305 —
Losses recognized in earnings ( 10,036 ) — ( 2,017 )
Ending balance at March 31, 2023 $ 19,522 $ 514 $ 5,262
The amount of total losses included in earnings for the years ended March 31, 2023 and 2022 are attributable to the change in unrealized losses relating to assets still held at the respective dates was $ 659 and $ 1,148 on securitized beneficial interests. Gains and losses included in earnings are reported in other expense, net.
Information about Fair Value Measurements Using Significant Unobservable Inputs
The following summarizes significant unobservable inputs and the valuation techniques utilized:
Fair value at March 31, 2023 Valuation Technique Unobservable Input Range (Weighted Average)
Securitized Beneficial Interests $ 19,522 Discounted Cash Flow Discount Rate 2.3 % to 7.3 %
Payment Speed 38 days to 88 days
Guarantees $ 5,262 Historical Loss Historical Loss 1.2 % to 40.0 %
Fair value at March 31, 2022 Valuation Technique Unobservable Input Range (Weighted Average)
Securitized Beneficial Interests $ 28,072 Discounted Cash Flow Discount Rate 2.8 % to 3.9 %
Payment Speed 91 days to 103 days
Guarantees $ 2,956 Historical Loss Historical Loss 0.6 % to 44.6 %
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21. Pension and Other Postretirement Benefits
Defined Benefit Plans
On November 19, 2021, the Compensation Committee of the Company's Board of Directors approved a resolution to terminate the Company's U.S. defined benefit pension plan ("U.S. Pension Plan"). During the nine months ended December 31, 2022, the Company settled benefits with vested participants that elected a lump sum payout and made a cash contribution of $ 5,300 to fully fund the U.S. Pension Plan's liabilities in preparation to purchase a group annuity contract to administer future payments to the remaining U.S. Pension Plan participants. In addition, the Company recorded a pension settlement charge of $ 2,588 during the nine months ended December 31, 2022, which included the recognition of unrecognized pension gains within accumulated other comprehensive loss within the Company's consolidated statements of operations. Termination of the U.S. Pension Plan occurred during the three-month period ended December 31, 2022.
The following summarizes benefit obligations, plan assets, and funded status for the defined benefit pension plans:
U.S. Plans Non-U.S. Plans Total
Year Ended March 31, 2023
Benefit obligation, beginning $ 62,797 $ 58,931 $ 121,728
Service cost 300 176 476
Interest cost 1,711 1,564 3,275
Plan amendments — 139 139
Actuarial gains ( 4,106 ) ( 10,220 ) ( 14,326 )
Plan settlements ( 21,390 ) ( 720 ) ( 22,110 )
Effects of currency translation — ( 2,356 ) ( 2,356 )
Benefits paid ( 3,602 ) ( 2,843 ) ( 6,445 )
Benefit obligation, ending $ 35,710 $ 44,671 $ 80,381
Fair value of plan assets, beginning $ 19,812 $ 66,801 $ 86,613
Actual return on plan assets ( 3,974 ) ( 10,027 ) ( 14,001 )
Employer contributions 9,154 1,758 10,912
Plan settlements ( 21,390 ) ( 720 ) ( 22,110 )
Effects of currency translation — ( 2,942 ) ( 2,942 )
Benefits paid ( 3,602 ) ( 2,843 ) ( 6,445 )
Fair value of plan assets, ending $ — $ 52,027 $ 52,027
Funded status of the plan $ ( 35,710 ) $ 7,356 $ ( 28,354 )
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U.S. Plans Non-U.S. Plans Total
Year Ended March 31, 2022
Benefit obligation, beginning $ 76,223 $ 66,433 $ 142,656
Service cost 215 174 389
Interest cost 1,467 1,187 2,654
Actuarial gains ( 2,948 ) ( 3,669 ) ( 6,617 )
Plan settlements ( 7,600 ) ( 114 ) ( 7,714 )
Effects of currency translation — ( 1,971 ) ( 1,971 )
Benefits paid ( 4,560 ) ( 3,109 ) ( 7,669 )
Benefit obligation, ending $ 62,797 $ 58,931 $ 121,728
Fair value of plan assets, beginning $ 27,109 $ 69,692 $ 96,801
Actual return on plan assets 806 1,038 1,844
Employer contributions 4,057 1,325 5,382
Plan settlements ( 7,600 ) ( 114 ) ( 7,714 )
Effects of currency translation — ( 2,031 ) ( 2,031 )
Benefits paid ( 4,560 ) ( 3,109 ) ( 7,669 )
Fair value of plan assets, ending $ 19,812 $ 66,801 $ 86,613
Funded status of the plan $ ( 42,985 ) $ 7,870 $ ( 35,115 )
The following summarizes amounts reported in the consolidated balance sheets for the defined benefit pension plans:
U.S. Plans Non-U.S. Plans
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Noncurrent benefit asset recorded in other noncurrent assets $ — $ — $ 13,731 $ 15,443
Accrued current benefit liability recorded in accrued expenses and other current liabilities ( 3,290 ) ( 3,305 ) ( 972 ) ( 878 )
Accrued noncurrent benefit liability recorded in pension, postretirement, and other long-term liabilities ( 32,420 ) ( 39,680 ) ( 5,403 ) ( 6,695 )
Funded status of the plan $ ( 35,710 ) $ ( 42,985 ) $ 7,356 $ 7,870
The following summarizes pension obligations for the defined benefit pension plans:
U.S. Plans Non-U.S. Plans (1)
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Information for pension plans with accumulated benefit obligation in excess of plan assets:
Projected benefit obligation $ 35,710 $ 62,797 $ 6,375 $ 7,573
Accumulated benefit obligation 35,710 62,797 5,998 7,009
Fair value of plan assets — 19,812 — —
(1) Certain of the Company's non-U.S. defined benefit pension plans in Europe were over funded as of March 31, 2023 and 2022.
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The following summarizes activity in accumulated other comprehen sive income for the defined benefit plans:
U.S. and Non-U.S. Pension U.S. and Non-U.S. Post-retirement Total
Prior service credit $ 56 $ — $ 56
Net actuarial gains 4,645 1,383 6,028
Deferred taxes 459 ( 215 ) 244
Balance at March 31, 2022 $ 5,160 $ 1,168 $ 6,328
Prior service cost ( 138 ) — ( 138 )
Net actuarial gains 1,238 609 1,847
Deferred taxes 372 ( 74 ) 298
Total change for 2023 $ 1,472 $ 535 $ 2,007
Prior service cost ( 82 ) — ( 82 )
Net actuarial gains 5,883 1,992 7,875
Deferred taxes 831 ( 289 ) 542
Balance at March 31, 2023 $ 6,632 $ 1,703 $ 8,335
The following assumptions were used to determine the expense for the pension plans:
U.S. Plans Non-U.S. Plans
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Discount rate 3.75 % 2.83 % 2.98 % 2.17 %
Rate of increase in future compensation Not applicable Not applicable 7.31 % 5.28 %
Expected long-term rate of return on plan assets Not applicable 5.75 % 2.16 % 2.12 %
Interest crediting rate 4.28 % 4.25 % Not applicable Not applicable
The following weighted average assumptions were used to determine the benefit obligations for the pension plans:
U.S. Plans Non-U.S. Plans
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Discount rate 5.08 % 3.74 % 4.94 % 2.98 %
Rate of increase in future compensation Not applicable Not applicable 5.72 % 7.31 %
Interest crediting rate Not applicable 4.28 % Not applicable Not applicable
Plan Assets
The following summarizes asset allocations and the percentage of the fair value of plan assets by asset category:
Non-U.S. Plans
March 31, 2023 March 31, 2022
Asset category:
Cash and cash equivalents 11.5 % 10.6 %
Equity securities 20.3 % 20.7 %
Debt securities 14.8 % 66.5 %
Insurance contracts 50.9 % — %
Real estate and other investments 2.5 % 2.2 %
Total 100.0 % 100.0 %
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The fair values for the pension plans by asset category are as fol lows:
Non-U.S. Pension Plans March 31, 2023
Total Level 1 Level 2 Level 3
Cash and cash equivalents $ 5,964 $ 5,964 $ — $ —
U.S. equities / equity funds 6,669 6,669 — —
International equities / equity funds 3,909 3,909 — —
U.S. fixed income funds 5,364 5,364 — —
International fixed income funds 2,334 2,334 — —
Insurance contracts 26,472 — 26,472 —
Real estate and other (1)
1,315 1,315 — —
Total $ 52,027 $ 25,555 $ 26,472 $ —
Non-U.S. Pension Plans March 31, 2022
Total Level 1 Level 2 Level 3
Cash and cash equivalents $ 7,073 $ 7,073 $ — $ —
U.S. equities / equity funds 9,268 9,268 — —
International equities / equity funds 2,818 2,818 — —
Global equity funds 1,748 1,748 — —
U.S. fixed income funds 5,753 5,753 — —
International fixed income funds 34,313 10,448 23,865 —
Global fixed income funds 4,371 4,371 — —
Real estate and other (1)
1,457 — — —
Total $ 66,801 $ 41,479 $ 23,865 $ —
(1) Certain investments that are measured at fair value using the net asset value per share practical expedient have not been classified in the fair value hierarchy.
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:
March 31, 2023 March 31, 2022
Fair Value Unfunded Commitments Redemption Frequency Redemption Notice Period Fair Value Unfunded Commitments Redemption Frequency Redemption Notice Period
Real estate and other $ 1,315 None Quarterly 60 Days $ 3,907 None Quarterly 60 Days
Postretirement Health and Life Insurance Benefits
The following summarizes benefit obligations, plan assets, and funded status for the postretirement health and life insurance benefits plans:
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U.S. Plans Non-U.S. Plans Total
March 31, 2023
Benefit obligation, beginning $ 3,977 $ 1,454 $ 5,431
Service cost 5 — 5
Interest cost 134 121 255
Effect of currency translation — ( 97 ) ( 97 )
Actuarial gains ( 437 ) ( 288 ) ( 725 )
Benefits paid ( 310 ) ( 75 ) ( 385 )
Benefit obligation, ending $ 3,369 $ 1,115 $ 4,484
Fair value of plan assets, beginning $ — $ — $ —
Employer contributions 310 75 385
Benefits paid ( 310 ) ( 75 ) ( 385 )
Fair value of plan assets, ending $ — $ — $ —
Funded status of the plan $ ( 3,369 ) $ ( 1,115 ) $ ( 4,484 )
U.S. Plans Non-U.S. Plans Total
March 31, 2023
Accrued current benefit liability recorded in accrued expenses and other current liabilities $ ( 297 ) $ ( 96 ) $ ( 393 )
Accrued non-current benefit liability recorded in pension, postretirement, and other long-term liabilities ( 3,072 ) ( 1,019 ) ( 4,091 )
Funded status of the plan $ ( 3,369 ) $ ( 1,115 ) $ ( 4,484 )
U.S. Plans Non-U.S. Plans Total
March 31, 2022
Benefit obligation, beginning $ 4,458 $ 1,441 $ 5,899
Service cost 6 — 6
Interest cost 97 110 207
Effect of currency translation — 250 250
Actuarial gains ( 425 ) ( 251 ) ( 676 )
Benefits paid ( 159 ) ( 96 ) ( 255 )
Benefit obligation, ending $ 3,977 $ 1,454 $ 5,431
Fair value of plan assets, beginning $ — $ — $ —
Employer contributions 159 96 255
Benefits paid ( 159 ) ( 96 ) ( 255 )
Fair value of plan assets, ending $ — $ — $ —
Funded status of the plan $ ( 3,977 ) $ ( 1,454 ) $ ( 5,431 )
U.S. Plans Non-U.S. Plans Total
March 31, 2022
Accrued current benefit liability recorded in accrued expenses and other current liabilities $ ( 310 ) $ ( 118 ) $ ( 428 )
Accrued non-current benefit liability recorded in pension, postretirement, and other long-term liabilities ( 3,667 ) ( 1,336 ) ( 5,003 )
Funded status of the plan $ ( 3,977 ) $ ( 1,454 ) $ ( 5,431 )
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The following assumptions were used to determine postretirement benefit obligations:
March 31, 2023 March 31, 2022
U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans
Discount rate 5.09 % 10.58 % 3.75 % 9.50 %
Health care cost trend rate assumed for next year 5.49 % 9.40 % 5.62 % 7.90 %
Cash Flows
The Company expects to contribute the following to its benefit plans:
Pension Benefits Postretirement Plans
U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans
Fiscal Year 2024 $ 3,290 $ 972 $ 297 $ 96
The Company's contributions to the defined contribution plans are as follows:
Year Ended March 31, 2023 Year Ended March 31, 2022
Contributions $ 5,478 4,589
The following summarizes the expected benefit payments to be paid in future years, as of March 31, 2023:
Pension Benefits Other Benefits
U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Total
2024 $ 3,290 $ 3,325 $ 297 $ 96 $ 7,008
2025 3,319 3,313 289 100 7,021
2026 3,258 3,089 284 104 6,735
2027 3,191 3,186 279 108 6,764
2028 3,115 3,167 275 112 6,669
Thereafter 14,170 17,796 1,257 617 33,840
Total $ 30,343 $ 33,876 $ 2,681 $ 1,137 $ 68,037
22. Contingencies and Other Information
Brazilian Tax Credits
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. At March 31, 2023, the assessment for intrastate trade tax credits taken is $ 2,599 and the total assessment including penalties and interest is $ 10,104 . 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. At March 31, 2023, the assessment for intrastate trade tax credits taken is $ 2,243 and the total assessment including penalties and interest is $ 6,457 . The Company believes it has properly complied with Brazilian law and will contest any assessment through the judicial process. 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.
The Company also has local intrastate trade tax credits in the Brazil State of Rio Grande do Sul. This jurisdiction permits the sale or transfer of excess credits to third parties, however approval must be obtained from the tax authorities. The Company has an agreement with the state government regarding the amounts and timing of credits that can be sold. The tax credits have a carrying value of $ 17,210 . 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.
Other Matters
In addition to the above-mentioned matters, certain of the Company’s subsidiaries are involved in other litigation or legal matters incidental to their business activities, including tax matters. While the outcome of these matters cannot be predicted
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with certainty, they are being vigorously defended and the Company does not currently expect that any of them will have a material adverse effect on its business or financial position. 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.
23. Other Comprehensive Income
The following summarizes changes in each component of accumulated other comprehensive income, net of tax, attributable to the Company:
Currency Translation Adjustment Pensions, Net of Tax Derivatives, Net of Tax Accumulated Other Comprehensive Income
Balances at March 31, 2021 $ ( 4,649 ) $ 541 $ ( 2,625 ) $ ( 6,733 )
Other comprehensive (loss) income before reclassifications ( 4,224 ) 6,209 10,419 12,404
Amounts reclassified to net loss, net of tax — ( 422 ) ( 1,445 ) ( 1,867 )
Other comprehensive (loss) income, net of tax ( 4,224 ) 5,787 8,974 10,537
Balances at March 31, 2022 $ ( 8,873 ) $ 6,328 $ 6,349 $ 3,804
Other comprehensive income (loss) before reclassifications 2,481 1,873 1,750 6,104
Amounts reclassified to net loss, net of tax — 134 ( 4,527 ) ( 4,393 )
Other comprehensive income (loss), net of tax 2,481 2,007 ( 2,777 ) 1,711
Balances at March 31, 2023 $ ( 6,392 ) $ 8,335 $ 3,572 $ 5,515
The following summarizes derivative amounts reclassified from accumulated other comprehensive income to net loss:
Affected Line Item in the Consolidated
Year Ended March 31, 2023 Year Ended March 31, 2022 Statements of Operations
Derivatives:
Gain reclassified to cost of goods sold $ ( 6,764 ) $ ( 2,672 )
Amounts reclassified from equity to the income statement, gross ( 6,764 ) ( 2,672 ) Cost of goods and services sold
Tax effects of amounts reclassified from accumulated other comprehensive income to net loss 2,237 1,227
Amounts reclassified from equity to the income statement, net $ ( 4,527 ) $ ( 1,445 )
24. Stock–Based Compensation
On November 18, 2020, the Board of Directors of the Company adopted the Pyxus International, Inc. 2020 Incentive Plan (the "Incentive Plan"), which was approved at the 2021 annual meeting of shareholders on August 19, 2021. The Incentive Plan permits the grant of options, stock appreciation rights (or SARs), stock awards, stock unit awards, performance share awards, and incentive awards. The number of shares of the Company’s common stock eligible to be issued under the Incentive Plan is 2,200 shares. The awards outstanding at March 31, 2023 under the Incentive Plan are restricted stock units for an aggregate of 706 shares that become eligible for vesting, subject to continued employment in equal annual increments generally on March 31 of each year, performance-based restricted stock units for an aggregate of 1,064 shares at the target performance level and stock units awarded to non-employee directors for an aggregate of 117 shares. The performance-based restricted stock units provide for the issuance of shares based of satisfaction of performance criteria over a three-year measurement period ending March 31, 2024, subject to continued employment, with payouts at 50 % of the target level upon satisfaction of threshold performance levels, 100 % of the target level upon satisfaction of target performance levels and 150 % of the target level upon performance equaling or exceeding the maximum performance levels, with payouts interpolated for performance between these levels. Each of such time-vesting and performance-based restricted stock units is subject to an additional condition to vesting that the Company’s common stock be listed for trading on a national securities exchange or an approved foreign securities exchange by a specified date. As of March 31, 2023, the vesting requirements for these awards were not probable to occur. As a result, no stock-based compensation expense was recognized in the years ended March 31, 2023 and 2022.
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25. Related Party Transactions
The Company engages in transactions with its equity method investees primarily for the procuring and processing of inventory. The following summarizes sales and purchases transactions with related parties:
Year Ended March 31, 2023 Year Ended March 31, 2022
Sales $ 22,695 $ 25,575
Purchases 158,140 135,261
The Company included the following related party balances in its consolidated balances sheets:
March 31, 2023 March 31, 2022
Accounts receivable, related parties $ 3,090 $ 1,896 Other receivables
Notes receivable, related parties — 1,431 Other receivables
Accounts payable, related parties 20,438 41,747 Accounts payable
Advances from related parties 3,494 15,240 Advances from customers
Transactions with Significant Shareholders
As described in " Note 16. Debt Arrangements ," funds managed by the Glendon Investor, funds managed by the Monarch Investor, and funds managed by Owl Creek Asset Management, L.P., (such funds are collectively referred to as the "Investor-Affiliated Funds") held 2024 Notes and/or Exit Term Loans, were parties to the Initial DDTL Facility Credit Agreement and amendments thereto (including the DDTL Credit Agreement) and the Support Agreement, and received the New Secured Debt pursuant to the Debt Exchange Transactions. The Company paid a total of $ 1,575 in transaction costs incurred by the parties receiving the New Secured Debt in the Debt Exchange Transactions, of which an aggregate $ 910 related to costs paid on behalf of the Investor-Affiliated Funds.
On December 30, 2021, the Investor-Affiliated Funds received $ 14,991 of the repayment of $ 15,375 principal amount of the Initial DDTL Loans. In connection with the effectiveness of the DDTL Credit Agreement on July 28, 2022, in addition to the deemed repayment of the Initial DDTL Loans, the Investor-Affiliated Funds received $ 5,119 of the aggregate $ 5,250 in exit fee payments from the repayment of the principal amount under the Initial DDTL Facility. In addition, the Investor-Affiliated Funds received in the aggregate $ 3,900 of the total $ 4,000 in commitment and closing fees with respect to the DDTL Credit Agreement, which were reflected as original issue discount, paid to all DDTL Facility Lenders in connection with the aggregate $ 97,500 principal amount of the DDTL Term Loans made by them of the total $ 100,000 aggregate principal amount of the DDTL Term Loans made by all DDTL Facility Lenders.
Accrued expenses and other current liabilities as presented in the consolidated balance sheets as of March 31, 2023 and 2022, includes $ 3,653 and $ 3,984 , respectively, of interest payable to Investor-Affiliated Funds and CI Investments, Inc. ("CI Investments"), which is also a beneficial owner of greater than five percent of the Company's common stock. Interest expense as presented in the consolidated statements of operations includes $ 35,649 and $ 32,579 for the year ended March 31, 2023 and 2022 that relates to the Investor-Affiliated Funds and CI Investments.
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26. Segment Information
The following summarizes segment information, with the All Other category being included for purposes of reconciliation of the respective balances below of the Leaf segment (the Company's sole reportable segment) to the consolidated financial statements:
Year Ended March 31, 2023 Year Ended March 31, 2022
Sales and other operating revenues:
Leaf $ 1,900,558 $ 1,627,238
All Other 14,323 12,624
Consolidated sales and other operating revenues $ 1,914,881 $ 1,639,862
Segment operating income:
Leaf $ 117,056 $ 106,159
All Other ( 18,593 ) ( 24,225 )
Segment operating income 98,463 81,934
Restructuring and asset impairment charges 4,685 8,031
Goodwill impairment — 32,186
Consolidated operating income $ 93,778 $ 41,717
March 31, 2023
Leaf All Other Total
Segment assets $ 1,544,798 $ 37,665 $ 1,582,463
Trade and other receivables, net 199,237 411 199,648
Equity in net assets of investee companies 93,754 6,985 100,739
Depreciation and amortization 16,157 2,980 19,137
Capital expenditures 13,565 2,390 15,955
March 31, 2022
Leaf All Other Total
Segment assets $ 1,641,552 $ 56,975 $ 1,698,527
Trade and other receivables, net 255,756 1,105 256,861
Equity in net assets of investee companies 88,118 6,785 94,903
Depreciation and amortization 14,763 1,913 16,676
Capital expenditures 10,159 4,438 14,597
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The following summarizes geographic sales and other operating revenues by destination of the product shipped:
Year Ended March 31, 2023 Year Ended March 31, 2022
Sales and Other Operating Revenues:
China $ 338,174 $ 280,945
United States 220,266 209,953
United Arab Emirates 182,306 82,070
Indonesia 170,492 110,009
Belgium (1)
132,456 89,748
Northern Africa 52,428 52,539
Russia 20,175 57,808
Other 798,584 756,790
Total $ 1,914,881 $ 1,639,862
(1) The Belgium destination represents a customer-owned storage and distribution center from which the tobacco will be shipped on to manufacturing facilities.
The following summarizes the customers, including their respective affiliates, that account for more than 10.0% of total sales and other operating revenues for the respective periods, as indicated by an "x":
Year Ended March 31, 2023 Year Ended March 31, 2022
Philip Morris International Inc. x x
China Tobacco International Inc. x x
British American Tobacco x x
The following summarizes geographic property, plant, and equipment by location:
March 31, 2023 March 31, 2022
Property, Plant, and Equipment, Net:
Malawi $ 31,213 $ 30,961
Brazil 29,163 28,707
United States 21,945 21,960
Zimbabwe 21,703 22,217
Other 12,006 12,152
Jordan 11,352 11,571
Tanzania 6,016 9,953
Total $ 133,398 $ 137,521
27. Subsequent Events
On May 23, 2023, the ABL Credit Agreement was amended to extend the maturity of the ABL Credit Facility to February 8, 2027.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Pyxus International, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Pyxus International, Inc. and subsidiaries (the "Company") as of March 31, 2023 and 2022, the related consolidated statements of operations, comprehensive (loss) income, stockholders' equity, and cash flows, for each of the two years in the period ended March 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended March 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. 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.
We conducted our audits in accordance with the standards of the PCAOB. 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. 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. 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. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Income Taxes — Accounting for Uncertainty in Income Taxes — Refer to Note 1 and Note 6 to the financial statements
Critical Audit Matter Description
The Company’s annual tax rate is based on its pre-tax income by jurisdiction, statutory tax rates, and tax planning opportunities available in the various jurisdictions in which it operates. Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. Significant judgment is required in determining tax expense and in evaluating tax positions, including evaluating uncertainties. 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. As of March 31, 2023, the Company’s recorded unrecognized tax benefits totaled $19.3 million. 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.
We identified uncertain tax positions as a critical accounting matter because of the significant estimates and assumptions involved in recording uncertain tax positions. 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.
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How the Critical Audit Matter Was Addressed in the Audit
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:
• 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.
• 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.
• 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.
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
June 6, 2023
We have served as the Company’s auditor since its fiscal 2006.
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Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.