Item 1. Financial Statements
Item 1. Financial Statements
Pyxus International, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Ended Six Months Ended
September 30, September 30,
(in thousands, except per share data) 2023 2022 2023 2022
Sales and other operating revenues $ 624,253 $ 508,278 $ 1,101,345 $ 852,183
Cost of goods and services sold 535,587 440,959 939,534 744,109
Gross profit 88,666 67,319 161,811 108,074
Selling, general, and administrative expenses 40,033 34,987 74,096 69,575
Other expense, net 1,089 1,151 3,713 66
Restructuring and asset impairment charges 1,254 4,045 1,294 4,345
Operating income 46,290 27,136 82,708 34,088
Loss on deconsolidation/disposition of subsidiaries — 49 — 648
Loss on pension settlement — 2,588 — 2,588
Interest expense, net 32,947 28,814 63,791 54,288
Income (loss) before income taxes and other items 13,343 ( 4,315 ) 18,917 ( 23,436 )
Income tax expense (benefit) 7,558 ( 1,210 ) 10,204 ( 2,077 )
Income (loss) from unconsolidated affiliates 2,111 1,555 ( 47 ) 5,304
Net income (loss) 7,896 ( 1,550 ) 8,666 ( 16,055 )
Net (loss) income attributable to noncontrolling interests ( 199 ) ( 13 ) ( 233 ) 145
Net income (loss) attributable to Pyxus International, Inc. $ 8,095 $ ( 1,537 ) $ 8,899 $ ( 16,200 )
Earnings (loss) per share:
Basic and diluted $ 0.32 $ ( 0.06 ) $ 0.36 $ ( 0.65 )
Weighted average number of shares outstanding:
Basic and diluted 25,000 25,000 25,000 25,000
See "Notes to Condensed Consolidated Financial Statements"
3
Pyxus International, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
Three Months Ended Six Months Ended
September 30, September 30,
(in thousands) 2023 2022 2023 2022
Net income (loss) $ 7,896 $ ( 1,550 ) $ 8,666 $ ( 16,055 )
Other comprehensive loss, net of tax:
Foreign currency translation adjustment ( 1,545 ) ( 4,801 ) ( 838 ) ( 3,854 )
Pension and other postretirement benefit plans — ( 1,562 ) — ( 1,562 )
Cash flow hedges ( 1,000 ) ( 1,768 ) ( 138 ) ( 3,271 )
Total other comprehensive loss, net of tax ( 2,545 ) ( 8,131 ) ( 976 ) ( 8,687 )
Total comprehensive income (loss) 5,351 ( 9,681 ) 7,690 ( 24,742 )
Comprehensive (loss) income attributable to noncontrolling interests ( 199 ) ( 13 ) ( 233 ) 145
Comprehensive income (loss) attributable to Pyxus International, Inc. $ 5,550 $ ( 9,668 ) $ 7,923 $ ( 24,887 )
See "Notes to Condensed Consolidated Financial Statements"
4
Pyxus International, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands) September 30, 2023 September 30, 2022 March 31, 2023
Assets
Current assets
Cash and cash equivalents $ 112,098 $ 114,082 $ 136,733
Restricted cash 5,572 1,691 2,176
Trade receivables, net 233,679 205,024 185,351
Other receivables 27,664 15,550 17,387
Inventories, net 877,154 890,097 775,071
Advances to tobacco suppliers, net 67,641 48,712 42,305
Recoverable income taxes 5,090 11,970 5,815
Prepaid expenses 36,844 35,069 37,555
Other current assets 15,179 15,863 18,172
Total current assets 1,380,921 1,338,058 1,220,565
Investments in unconsolidated affiliates 87,042 88,695 100,750
Other intangible assets, net 36,251 40,892 38,572
Deferred income taxes, net 15,768 16,691 6,662
Long-term recoverable income taxes 3,410 4,560 2,863
Other noncurrent assets 46,206 44,025 43,761
Right-of-use assets 39,139 33,042 35,892
Property, plant, and equipment, net 133,717 132,102 133,398
Total assets $ 1,742,454 $ 1,698,065 $ 1,582,463
Liabilities and Stockholders’ Equity
Current liabilities
Notes payable $ 570,036 $ 548,490 $ 382,544
Accounts payable 153,152 103,494 170,287
Advances from customers 46,056 43,802 42,472
Accrued expenses and other current liabilities 93,981 75,993 92,693
Income taxes payable 12,585 5,262 18,264
Operating leases payable 8,380 8,644 8,723
Current portion of long-term debt 20,232 140 75
Total current liabilities 904,422 785,825 715,058
Long-term taxes payable 2,678 5,783 4,978
Long-term debt 573,959 646,125 618,430
Deferred income taxes 10,225 11,576 9,900
Liability for unrecognized tax benefits 20,170 14,660 14,175
Long-term leases 28,171 23,580 25,581
Pension, postretirement, and other long-term liabilities 52,816 56,939 52,511
Total liabilities 1,592,441 1,544,488 1,440,633
Commitments and contingencies
Stockholders’ equity
Common Stock— no par value:
Authorized shares ( 250,000 for all periods)
Issued shares ( 25,000 for all periods)
390,290 390,290 390,290
Retained deficit ( 249,055 ) ( 235,013 ) ( 257,954 )
Accumulated other comprehensive income (loss) 4,539 ( 4,883 ) 5,515
Total stockholders’ equity of Pyxus International, Inc. 145,774 150,394 137,851
Noncontrolling interests 4,239 3,183 3,979
Total stockholders’ equity 150,013 153,577 141,830
Total liabilities and stockholders’ equity $ 1,742,454 $ 1,698,065 $ 1,582,463
See "Notes to Condensed Consolidated Financial Statements"
5
Pyxus International, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders' Equity
(Unaudited)
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
Interests Total Stockholders' Equity
Balance, March 31, 2023 $ 390,290 $ ( 257,954 ) $ ( 6,392 ) $ 8,335 $ 3,572 $ 3,979 $ 141,830
Net income (loss) — 804 — — — ( 34 ) 770
Other comprehensive income, net of tax — — 707 — 862 — 1,569
Balance, June 30, 2023 $ 390,290 $ ( 257,150 ) $ ( 5,685 ) $ 8,335 $ 4,434 $ 3,945 $ 144,169
Net income (loss) — 8,095 — — — ( 199 ) 7,896
Other — — — — — 493 493
Other comprehensive loss, net of tax — — ( 1,545 ) — ( 1,000 ) — ( 2,545 )
Balance, September 30, 2023 $ 390,290 $ ( 249,055 ) $ ( 7,230 ) $ 8,335 $ 3,434 $ 4,239 $ 150,013
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
See "Notes to Condensed Consolidated Financial Statements"
6
Pyxus International, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended
(in thousands) September 30, 2023 September 30, 2022
Operating Activities:
Net income (loss) $ 8,666 $ ( 16,055 )
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization 9,319 10,284
Debt amortization/interest 5,118 10,401
Loss on foreign currency transactions 4,551 970
Asset impairment charges — 4,035
Loss on deconsolidation/disposition of subsidiaries — 648
Loss on pension settlement — 2,588
Loss from unconsolidated affiliates, net of dividends 13,707 6,217
Changes in operating assets and liabilities, net
Trade and other receivables ( 143,199 ) ( 48,424 )
Inventories and advances to tobacco suppliers ( 128,596 ) ( 146,470 )
Deferred items ( 4,902 ) ( 19,089 )
Recoverable income taxes ( 95 ) ( 3,481 )
Payables and accrued expenses ( 10,251 ) ( 76,646 )
Advances from customers 3,559 ( 9,238 )
Prepaid expenses ( 712 ) 2,069
Income taxes ( 5,341 ) ( 281 )
Other operating assets and liabilities 1,840 6,421
Other, net ( 9,084 ) ( 10,617 )
Net cash used in operating activities ( 255,420 ) ( 286,668 )
Investing Activities:
Purchases of property, plant, and equipment ( 9,225 ) ( 5,426 )
Proceeds from sale of property, plant, and equipment 2,822 2,114
Collections from beneficial interests in securitized trade receivables 79,296 76,209
Proceeds from settlement of debt claims from deconsolidated subsidiaries — 2,011
Other, net 250 477
Net cash provided by investing activities 73,143 75,385
Financing Activities:
Net proceeds from short-term borrowings 192,186 176,302
Repayment of DDTL facility — ( 110,250 )
Proceeds from term loan facility — 100,000
Proceeds from revolving loan facilities 105,000 45,000
Repayment of revolving loan facilities ( 130,000 ) ( 80,000 )
Debt issuance costs ( 3,851 ) ( 5,544 )
Fees paid to refinance the DDTL facility — ( 4,000 )
Other, net ( 67 ) 340
Net cash provided by financing activities 163,268 121,848
Effect of exchange rate changes on cash ( 2,230 ) 3,894
Decrease in cash, cash equivalents, and restricted cash ( 21,239 ) ( 85,541 )
Cash and cash equivalents at beginning of period 136,733 198,777
Restricted cash at beginning of period 2,176 2,537
Cash, cash equivalents, and restricted cash at end of period $ 117,670 $ 115,773
7
Pyxus International, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended
(in thousands) September 30, 2023 September 30, 2022
Other information:
Cash paid for income taxes, net $ 6,604 $ 11,235
Cash paid for income taxes related to debt exchange 12,543 —
Cash paid for interest, net 43,881 37,906
Noncash investing activities:
Noncash amounts obtained as a beneficial interest in exchange for transferring trade receivables in a securitization transaction 83,278 70,662
See "Notes to Condensed Consolidated Financial Statements"
8
Pyxus International, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(in thousands, except per share data)
Note 1
Basis of Presentation and Summary of Significant Accounting Policies
10
Note 2
Revenue Recognition
10
Note 3
Restructuring and Asset Impairment Charges
11
Note 4
Income Taxes
11
Note 5
Earnings (Loss) Per Share
11
Note 6
Inventories, Net
11
Note 7
Equity Method Investments
12
Note 8
Variable Interest Entities
12
Note 9
Other Intangible Assets, Net
13
Note 10
Debt Arrangements
14
Note 11
Securitized Receivables
17
Note 12
Guarantees
18
Note 13
Derivative Financial Instruments
18
Note 14
Fair Value Measurements
19
Note 15
Contingencies and Other Information
19
Note 16
Related Party Transactions
20
Note 17
Segment Information
21
Note 18
Subsequent Event
21
9
1. Basis of Presentation and Summary of Significant Accounting Policies
The accompanying condensed consolidated financial statements represent the consolidation of Pyxus International, Inc. (the "Company", "Pyxus", "we", or "us") and all companies that Pyxus directly or indirectly controls, either through majority ownership or otherwise. These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include the information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of management, the normal and recurring adjustments necessary for fair statement of financial position, results of operations, and cash flows at the dates and for the periods presented have been included. Intercompany accounts and transactions have been eliminated.
These condensed consolidated interim financial statements should be read in conjunction with the Company's consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the fiscal year ended March 31, 2023 filed on June 6, 2023. Due to the seasonal nature of the Company’s business, the results of operations for a fiscal quarter are not necessarily indicative of the operating results that may be attained for other quarters or a full fiscal year.
2. Revenue Recognition
Product revenue is primarily from the sale of processed tobacco to customers. Processing and other revenues are mainly derived via contracts to process customer-owned green tobacco. During such 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 condensed consolidated financial statements:
Three Months Ended Six Months Ended
September 30, September 30,
2023 2022 2023 2022
Leaf:
Product revenue $ 585,801 $ 475,599 $ 1,036,739 $ 798,483
Processing and other revenues 37,326 30,342 62,821 48,084
Total sales and other operating revenues 623,127 505,941 1,099,560 846,567
All Other:
Total sales and other operating revenues 1,126 2,337 1,785 5,616
Total sales and other operating revenues $ 624,253 $ 508,278 $ 1,101,345 $ 852,183
The following summarizes activity in the allowance for expected credit losses:
Three Months Ended Six Months Ended
September 30, September 30,
2023 2022 2023 2022
Balance, beginning of period $ ( 24,440 ) $ ( 23,330 ) $ ( 24,730 ) $ ( 24,541 )
Additions ( 238 ) ( 860 ) ( 558 ) ( 1,025 )
Write-offs and other adjustments 305 492 915 1,868
Balance, end of period ( 24,373 ) ( 23,698 ) ( 24,373 ) ( 23,698 )
Trade receivables 258,052 228,722 258,052 228,722
Trade receivables, net $ 233,679 $ 205,024 $ 233,679 $ 205,024
10
3. Restructuring and Asset Impairment Charges
The Company continued its focus on cost saving initiatives. The employee separation and asset impairment charges for the periods ended September 30, 2023 were primarily related to changes in the corporate organizational structure and the continued restructuring of certain leaf operations. The employee separation and asset impairment charges for the periods ended September 30, 2022 were primarily related to the restructuring of certain non-leaf agriculture operations. The following summarizes the Company's restructuring and asset impairment charges:
Three Months Ended Six Months Ended
September 30, September 30,
2023 2022 2023 2022
Employee separation charges $ 1,254 $ 10 $ 1,294 $ 310
Asset impairment and other non-cash charges — 4,035 — 4,035
Restructuring and asset impairment charges $ 1,254 $ 4,045 $ 1,294 $ 4,345
4. Income Taxes
For each period presented, the Company's quarterly provision for income taxes is not calculated using the annual effective tax rate method ("AETR method"), which applies an estimated annual effective tax rate to pre-tax income or loss. As of the end of the current period, market specific factors coupled with tax rate sensitivity caused the AETR method to produce an unreliable estimate of the Company’s annual effective tax rate; therefore, the Company recorded its interim income tax provision using the discrete method, as allowed under ASC 740-270, Income Taxes - Interim Reporting . Using the discrete method, the Company determined income tax expense as if each of the six-month interim periods reported were an annual period.
The effective tax rate for the six months ended September 30, 2023 and 2022 was 53.9 % and 8.9 %, respectively. For the six months ended September 30, 2023, the difference between the Company’s effective rate and the U.S. statutory rate of 21.0% is primarily due to a $ 6,658 increase in the Company's liability for unrecognized tax benefits in Africa, the impact of changes in valuation allowance for non-deductible interest, U.S. taxation of foreign earnings, and variations in the jurisdictional mix of earnings.
5. Earnings (Loss) Per Share
The following summarizes the computation of income (loss) per share:
Three Months Ended Six Months Ended
September 30, September 30,
2023 2022 2023 2022
Basic and diluted earnings (loss) per share:
Net income (loss) attributable to Pyxus International, Inc. $ 8,095 $ ( 1,537 ) $ 8,899 $ ( 16,200 )
Shares:
Weighted average number of shares outstanding 25,000 25,000 25,000 25,000
Basic and diluted earnings (loss) per share $ 0.32 $ ( 0.06 ) $ 0.36 $ ( 0.65 )
6. Inventories, Net
The following summarizes the composition of inventories, net:
September 30, 2023 September 30, 2022 March 31, 2023
Processed tobacco $ 646,757 $ 712,078 $ 498,398
Unprocessed tobacco 188,489 131,867 231,651
Other tobacco related 28,814 34,577 39,670
All Other
13,094 11,575 5,352
Total $ 877,154 $ 890,097 $ 775,071
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7. Equity Method Investments
The following summarizes the Company's equity method investments as of September 30, 2023:
Investee Name Location Primary Purpose Ownership Percentage Basis Difference
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 Tabaco Exportadora SA Brazil Purchase and process tobacco 49 % 43,599
Oryantal Tütün Paketleme Sanayi ve Ticaret A.Ş. 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 )
The following summarizes financial information for these equity method investments:
Three Months Ended Six Months Ended
September 30, September 30,
2023 2022 2023 2022
Operations statement:
Sales $ 81,455 $ 62,275 $ 126,287 $ 131,657
Gross profit 12,173 5,766 19,359 19,855
Net income 5,010 3,913 1,156 12,243
Company's dividends received 13,660 1 13,660 11,523
September 30, 2023 September 30, 2022 March 31, 2023
Balance sheet:
Current assets $ 453,711 $ 414,911 $ 419,229
Property, plant, and equipment and other assets 48,315 38,113 48,174
Current liabilities 386,646 336,815 323,899
Long-term obligations and other liabilities 2,487 2,463 3,887
8. 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:
September 30, 2023 September 30, 2022 March 31, 2023
Investments in variable interest entities $ 80,067 $ 81,988 $ 93,754
Receivables with variable interest entities 12,754 1,882 2,617
Guaranteed amounts to variable interest entities (not to exceed) 61,132 64,448 68,265
12
9. Other Intangible Assets, Net
The following summarizes the changes in the Company's other intangible assets, net:
Six Months Ended September 30, 2023
Weighted Average Remaining Useful Life Beginning Carrying Amount, Net Amortization Expense Ending Intangible Assets, Net
Intangibles subject to amortization:
Customer relationships 8.9 years $ 20,482 $ ( 1,088 ) $ 19,394
Technology 4.8 years 8,875 ( 829 ) 8,046
Trade names 10.9 years 9,215 ( 404 ) 8,811
Total $ 38,572 $ ( 2,321 ) $ 36,251
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
13
10. Debt Arrangements
The following summarizes debt and notes payable:
September 30, September 30, March 31,
(in thousands) Interest Rate 2023 2022 2023
Senior secured credit facilities:
ABL Credit Facility 7.6 % (1)
$ — $ 55,000 $ 25,000
Term Loan Facility (2)
12.3 % (1)
— 96,464 —
Senior secured notes:
10.0% Notes Due 2024 (3)
10.0 % (1)
20,085 272,621 19,931
8.5% Notes Due 2027 (4)
8.6 % (1)
254,076 — 253,483
Senior secured term loans:
Intabex Term Loans (5)
13.3 % (1)
186,424 $ — 186,194
Pyxus Term Loans (6)
13.3 % (1)
133,170 $ — 133,393
Exit Facility Loans (7)
12.0 % (1)
— $ 221,606 —
Other Debt:
Other long-term debt 8.2 % (1)
436 574 504
Notes payable (8)
8.5 % (1)
570,036 548,490 382,544
Total debt $ 1,164,227 $ 1,194,755 $ 1,001,049
Short-term (8)
$ 570,036 $ 548,490 $ 382,544
Long-term:
Current portion of long-term debt $ 20,232 $ 140 $ 75
Long-term debt 573,959 646,125 618,430
Total $ 594,191 $ 646,265 $ 618,505
Letters of credit $ 6,783 $ 14,292 $ 11,684
(1) Weighted average rate for the trailing twelve months ended September 30, 2023 or, for indebtedness outstanding only during a portion of such twelve-month period, for the portion of such period that such indebtedness was outstanding.
(2) The amount outstanding at September 30, 2022 is net of original issue discount of $ 3,536 . This Term Loan Facility was established through the refinancing of the 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 Term Loan Facility was 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 $ 20,085 is net of a debt discount of $ 306 , and are reported in the current portion of long-term debt. Total repayment at maturity is $ 20,391 .
(4) Balance of $ 254,076 is net of a debt discount of $ 6,377 . Total repayment at maturity is $ 260,452 .
(5) Balance of $ 186,424 is net of a debt discount of $ 2,609 . Total repayment at maturity is $ 189,033 , which includes a $ 2,000 exit fee payable upon repayment.
(6) Balance of $ 133,170 is net of a debt premium of $ 2,620 . 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.
14
Outstanding Senior Secured Debt
ABL Credit Facility
On February 8, 2022, the Company’s 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 parent guarantors, entered into an ABL Credit Agreement (as amended on May 23, 2023, 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 refinance existing senior bank debt, pay fees and expenses related to the ABL Credit Facility, partially fund capital expenditures, and provide for the ongoing working capital needs of the Borrowers. 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 in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2023. 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 ABL Credit Facility matures, subject to extension on terms and conditions set forth in the ABL Credit Agreement, on February 8, 2027. A detailed description of the ABL Credit Agreement is included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2023. At September 30, 2023, the Borrowers and the parent guarantors under the ABL Credit Agreement were in compliance with the 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. A detailed description of the Intabex Term Loan Credit Agreement is included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2023. At September 30, 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. A detailed description of the Pyxus Term Loan Credit Agreement is included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2023. At September 30, 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
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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. The 2027 Notes are stated to mature on December 31, 2027. A detailed description of the 2027 Notes and the 2027 Notes Indenture is included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2023. At September 30, 2023, Pyxus Holdings and the guarantors of the 2027 Notes were in compliance with all covenants under the 2027 Notes Indenture.
Refinanced Senior Secured Debt
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 was drawn (the "Initial DDTL Loans") by March 31, 2022. 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 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 . 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;
• 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 Debt Exchange Transactions. 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
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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 Debt Exchange Transactions. 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, and the Debt Exchange Transactions, 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 September 30, 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 all long-term credit agreements, the Company typically finances its foreign 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 days to 365 days corresponding to the tobacco crop cycle in that location. These facilities are typically uncommitted in that the lenders have the unilateral 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 secured by trade receivables and inventories as collateral and are guaranteed by the Company and certain of its subsidiaries. As of September 30, 2023, the total borrowing capacity under individual foreign seasonal lines of credit range up to $ 159,394 . As of September 30, 2023, the aggregate amount available for borrowing under the seasonal lines of credit was $ 130,214 . At September 30, 2023 , the Company was permitted to borrow under foreign seasonal lines of credit up to a total $ 663,326 , subject to limitations under the ABL Credit Agreement and the agreements governing the New Secured Debt. At September 30, 2023 , $ 904 of cash was held on deposit as a compensating balance. At September 30, 2023, the Company, and its subsidiaries, were in compliance with the covenants associated with its short-term seasonal lines of credit.
11. 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. As of September 30, 2023, the investment limit of this facility was $ 100,000 of trade receivables. For the other facilities, the Company offers trade receivables for sale to an unaffiliated financial institution, which are then subject to acceptance by the unaffiliated financial institution. As of September 30, 2023, the investment limit under the second facility was $ 110,000 of trade receivables. As of September 30, 2023, the investment limit under the third and fourth facilities were variable based on qualifying sales. As the servicer of the first and second facilities, the Company may receive funds that are due to the unaffiliated financial institutions, which are net settled on the next settlement date. As of September 30, 2023 and 2022, and March 31, 2023, trade receivables, net in the condensed consolidated balance sheets has been reduced by $ 10,014 , $ 5,108 , and $ 3,193 as a result of the net settlement, respectively. Refer to " Note 14. Fair Value Measurements " for additional information.
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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:
September 30, 2023 September 30, 2022 March 31, 2023
Receivables outstanding in facility $ 177,932 $ 149,523 $ 173,979
Beneficial interests 24,393 22,842 19,522
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:
Six Months Ended
September 30,
2023 2022
Cash proceeds:
Cash purchase price $ 344,823 $ 320,256
Deferred purchase price 79,296 76,209
12. 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:
September 30, 2023 September 30, 2022 March 31, 2023
Amounts guaranteed (not to exceed) $ 93,554 $ 103,434 $ 152,032
Amounts outstanding under guarantee (1)
18,819 26,460 83,420
Fair value of guarantees 1,458 1,206 5,262
Amounts due to local banks on behalf of suppliers for government subsidized rural credit financing 68 102 12,529
(1) Most of the guarantees outstanding at September 30, 2023 expire within one year .
13. 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 $ 1,386 and $ 2,820 from its derivative financial instruments in cost of goods and services sold for the three and six months ended September 30, 2023, respectively. The Company recorded a net gain of $ 1,848 and $ 2,710 from its derivative financial instruments in cost of goods and services sold for the three and six months ended September 30, 2022, respectively.
As of September 30, 2023 and 2022, and March 31, 2023, the Company recorded current derivative assets of $ 132 , $ 0 , and $ 3,970 within other current assets, respectively, and current derivative liabilities of $ 78 , $ 531 , and $ 0 within accrued expenses and other current liabilities, respectively.
The following summarizes the U.S. Dollar notional amount of derivative contracts outstanding:
September 30, 2023 September 30, 2022 March 31, 2023
U.S. Dollar notional outstanding $ 14,327 $ 32,000 $ 63,622
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14. Fair Value Measurements
The following summarizes the financial assets and liabilities measured at fair value on a recurring basis:
September 30, 2023 September 30, 2022 March 31, 2023
Level 2 Level 3 Total
at Fair
Value Level 2 Level 3 Total
at Fair
Value Level 2 Level 3 Total
at Fair
Value
Financial Assets:
Derivative financial instruments $ 132 $ — $ 132 $ — $ — $ — $ 3,970 $ — $ 3,970
Securitized beneficial interests — 24,393 24,393 — 22,842 22,842 — 19,522 19,522
Total assets $ 132 $ 24,393 $ 24,525 $ — $ 22,842 $ 22,842 $ 3,970 $ 19,522 $ 23,492
Financial Liabilities:
Derivative financial instruments $ 78 $ — $ 78 $ 531 $ — $ 531 $ — $ — $ —
Long-term debt (1)
481,248 507 481,755 417,542 577 418,119 523,758 514 524,272
Guarantees — 1,458 1,458 — 1,206 1,206 — 5,262 5,262
Total liabilities $ 481,326 $ 1,965 $ 483,291 $ 418,073 $ 1,783 $ 419,856 $ 523,758 $ 5,776 $ 529,534
(1) This fair value measurement disclosure does not affect the condensed consolidated balance sheets.
The following summarizes the reconciliation of changes in Level 3 instruments measured on a recurring basis:
Three Months Ended
September 30, 2023 September 30, 2022
Securitized Beneficial Interests Long-Term Debt Guarantees Securitized Beneficial Interests Long-Term Debt Guarantees
Beginning balance $ 19,641 $ 509 $ 5,764 $ 22,762 $ 660 $ 2,601
Issuances of sales of receivables/guarantees — — 1,200 — — 481
Settlements ( 40,198 ) ( 2 ) ( 4,206 ) ( 39,395 ) — ( 808 )
Additions 47,637 — — 41,816 — —
Losses recognized in earnings ( 2,687 ) — ( 1,300 ) ( 2,341 ) ( 83 ) ( 1,068 )
Ending balance $ 24,393 $ 507 $ 1,458 $ 22,842 $ 577 $ 1,206
Six Months Ended
September 30, 2023 September 30, 2022
Securitized Beneficial Interests Long-Term Debt Guarantees Securitized Beneficial Interests Long-Term Debt Guarantees
Beginning balance $ 19,522 $ 514 $ 5,262 $ 28,072 $ 246 $ 2,956
Issuances of sales of receivables/guarantees — — 2,254 — — 687
Settlements ( 73,381 ) ( 7 ) ( 4,761 ) ( 72,756 ) — ( 1,343 )
Additions 84,277 — — 71,082 370 —
Losses recognized in earnings ( 6,025 ) — ( 1,297 ) ( 3,556 ) ( 39 ) ( 1,094 )
Ending balance $ 24,393 $ 507 $ 1,458 $ 22,842 $ 577 $ 1,206
For the six months ended September 30, 2023 and 2022, the impact to earnings attributable to the change in unrealized losses on securitized beneficial interests was $ 1,230 and $ 597 , respectively.
15. 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 September 30, 2023, the assessment for intrastate trade tax credits taken is $ 2,636 and the total assessment including penalties and interest is
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$ 10,525 . 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 September 30, 2023, the assessment for intrastate trade tax credits taken is $ 2,275 and the total assessment including penalties and interest is $ 6,699 . 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 $ 19,329 as of September 30, 2023. 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, the Company or certain of its 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 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.
16. Related Party Transactions
The Company engages in transactions with its equity method investees primarily for the procuring and processing of inventory. The following summarizes sale and purchase transactions with related parties:
Three Months Ended Six Months Ended
September 30, September 30,
2023 2022 2023 2022
Sales $ 10,399 $ 9,928 $ 21,217 $ 20,550
Purchases 63,110 50,555 101,899 76,396
The Company included the following related party balances in its condensed consolidated balance sheets:
September 30, 2023 September 30, 2022 March 31, 2023 Location in Condensed Consolidated Balance Sheet
Accounts receivable, related parties $ 12,927 $ 2,657 $ 3,090 Other receivables
Accounts payable, related parties 46,987 13,537 20,438 Accounts payable
Advances from related parties 3,832 — 3,494 Advances from customers
Transactions with Significant Shareholders
As described in " Note 10. 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.
Accrued expenses and other current liabilities as presented in the condensed consolidated balance sheets as of September 30, 2023 and 2022, and March 31, 2023, includes $ 9,480 , $ 4,085 , and $ 3,653 , 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 condensed consolidated statements of operations includes $ 10,294 and $ 20,369 for the three and six months ended September 30, 2023, respectively, and $ 8,133 and $ 16,230 for the three and six months ended September 30, 2022, respectively, that relates to the Investor-Affiliated Funds and CI Investments.
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17. 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 condensed consolidated financial statements:
Three Months Ended Six Months Ended
September 30, September 30,
2023 2022 2023 2022
Sales and other operating revenues:
Leaf $ 623,127 $ 505,941 $ 1,099,560 $ 846,567
All Other 1,126 2,337 1,785 5,616
Consolidated sales and other operating revenues $ 624,253 $ 508,278 $ 1,101,345 $ 852,183
Segment operating income:
Leaf $ 50,309 $ 35,800 $ 88,238 $ 47,429
All Other ( 2,765 ) ( 4,619 ) ( 4,236 ) ( 8,996 )
Segment operating income 47,544 31,181 84,002 38,433
Restructuring and asset impairment charges 1,254 4,045 1,294 4,345
Consolidated operating income $ 46,290 $ 27,136 $ 82,708 $ 34,088
September 30, 2023 September 30, 2022 March 31, 2023
Segment assets:
Leaf $ 1,697,063 $ 1,651,217 $ 1,544,798
All Other 45,391 46,848 37,665
Total assets $ 1,742,454 $ 1,698,065 $ 1,582,463
18. Subsequent Event
Third Amendment to the ABL Credit Agreement
On October 24, 2023, the Company, the Borrowers, and Pyxus Parent entered into a Third Amendment to the ABL Credit Agreement (the "ABL Amendment"), with the lenders party thereto and PNC Bank, National Association, as Administrative Agent and Collateral Agent. The ABL Amendment amends the ABL Credit Agreement to, among other things:
• increase the aggregate amount of the revolving loan commitments under the ABL Credit Facility from $ 100,000 to $ 120,000 ;
• create a grid based commitment fee applicable to unused amounts under the ABL Credit Facility from a rate of 0.375 % per annum to a rate of (i) 0.25 % per annum when the outstanding borrowings equal or exceed $ 60,000 , and (ii) 0.375 % per annum when the outstanding borrowings are less than $ 60,000 ;
• reduces the requirement for determining permitted repayment of the New Term Loans, the 2024 Notes and the 2027 Notes; and
• loosens the events triggering application of the cash dominion provisions of the ABL Credit Agreement.
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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.