PYXUS INTERNATIONAL, INC. 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Statements Readers are cautioned that the statements contained in this report regarding expectations of our performance or other matters that may affect our business, results of operations, or financial condition are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These statements, which are based on current expectations of future events, may be identified by the use of words such as "strategy," "expects," "continues," "plans," "anticipates," "believes," "will," "estimates," "intends," "projects," "goals," "targets," and other words of similar meaning. These statements also may be identified by the fact that they do not relate strictly to historical or current facts. If underlying assumptions prove inaccurate, or if known or unknown risks or uncertainties materialize, actual results could vary materially from those anticipated, estimated, or projected. These risks and uncertainties include those discussed in this Quarterly Report on Form 10-Q, in our Annual Report on Form 10-K for the year ended March 31, 2023 and in our other filings with the Securities and Exchange Commission. These risks and uncertainties include: our reliance on a small number of significant customers; continued vertical integration by our customers; global shifts in sourcing customer requirements; shifts in the global supply and demand position for tobacco products; variation in our financial results due to growing conditions, customer indications and other factors; loss of confidence in us by our customers, farmers and other suppliers; migration of suppliers who have historically grown tobacco and from whom we have purchased tobacco toward growing other crops; risks related to our advancement of inputs to tobacco suppliers to be settled upon the suppliers delivering us unprocessed tobacco at the end of the growing season; risks that the tobacco we purchase directly from suppliers will not meet our customers’ quality and quantity requirements; weather and other environmental conditions that can affect the marketability of our inventory; international business risks, including unsettled political conditions, uncertainty in the enforcement of legal obligations, including the collection of accounts receivable, fraud risks, expropriation, import and export restrictions, exchange controls, inflationary economies, currency risks and risks related to the restrictions on repatriation of earnings or proceeds from liquidated assets of foreign subsidiaries; many of our operations are located in jurisdictions that pose a high risk of potential violations of the Foreign Corrupt Practices Act; risks and uncertainties related to geopolitical conflicts, including the armed conflict between Israel and Hamas and disruptions affecting Red Sea shipping; impacts of international sanctions on our ability to sell or source tobacco in certain regions; exposure to foreign tax regimes in which the rules are not clear, are not consistently applied and are subject to sudden change; fluctuations in foreign currency exchange and interest rates; competition with the other primary global independent leaf tobacco merchant and independent leaf merchants; disruption, failure or security breaches of our information technology systems and other cybersecurity risks; continued high inflation; we have identified material weaknesses related to our internal controls in certain prior years, and there can be no assurance that material weaknesses will not be identified in the future; regulations regarding environmental matters; risks related to our capital structure, including risks related to our significant debt and our ability to continue to finance our non-U.S. local operations with uncommitted short-term operating credit lines at the local level; our ability to continue to access capital markets to obtain long-term and short-term financing; potential failure of foreign banks in which our subsidiaries maintain deposits or the failure by such banks to transfer funds or honor withdrawals; the risk that, because our ability to generate cash depends on many factors beyond our control, we may be unable to generate the significant amount of cash required to service our indebtedness; our ability to refinance our current credit facilities at the same availability or at similar interest rates; failure to achieve our stated goals, which may adversely affect our liquidity; developments with respect to our liquidity needs and sources of liquidity; the volatility and disruption of global credit markets; failure by counterparties to derivative transactions to perform their obligations; increasing scrutiny and changing expectations from governments, as well as other stakeholders such as investors and customers, with respect to our environmental, social and governance policies, including sustainability policies; inherent risk of exposure to product liability claims, regulatory action and litigation facing our e-liquids business if its products are alleged to have caused significant loss, injury, or death; certain shareholders have the ability to exercise controlling influence on various corporate matters; reductions in demand for consumer tobacco products; risks and uncertainties related to pandemics or other widespread health crises and any related shipping constraints, labor shortages and supply-chain impacts; legislative and regulatory initiatives that may reduce consumption of consumer tobacco products and demand for our services and increase regulatory burdens on us or our customers; government actions that significantly affect the sourcing of tobacco, including governmental actions to identify and assess crop diversification initiatives and alternatives to leaf tobacco growing in countries whose economies depend upon tobacco production; governmental investigations into, and litigation concerning, leaf tobacco industry buying and other payment practices; and impact of potential regulations to prohibit the sale of cigarettes in the United States other than low-nicotine cigarettes. We do not undertake to update any forward-looking statements that we may make from time to time. Overview The Company is a global agricultural company with over 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. 23 Executive Summary Through the nine months ended December 31, 2023, the Company continued to deliver revenue growth and improved profitability. Our operating discipline, improved working capital efficiency, and geographic diversification contributed to an increase in total processed tobacco compared to the prior year. Our uncommitted levels of processed tobacco remain low, as undersupply conditions persist in the global tobacco market. Results of Operations Three Months Ended December 31, 2023 and 2022 Three Months Ended December 31, Change (in millions, except per kilo amounts) 2023 2022 $ % Sales and other operating revenues $ 529.8 $ 655.6 (125.8) (19.2) Cost of goods and services sold 437.3 567.8 (130.5) (23.0) Gross profit* 92.6 87.8 4.8 5.5 Selling, general, and administrative expenses 42.4 37.1 5.3 14.3 Other expense, net 2.3 9.0 (6.7) (74.4) Restructuring and asset impairment charges 0.1 — 0.1 100.0 Operating income 47.8 41.6 6.2 14.9 Loss on pension settlement 12.0 — 12.0 100.0 Interest expense, net 32.0 31.4 0.6 1.9 Income tax expense 6.2 17.9 (11.7) (65.4) Income from unconsolidated affiliates 6.6 5.4 1.2 22.2 Net income attributable to noncontrolling interests 0.3 0.1 0.2 200.0 Net income (loss) attributable to Pyxus International, Inc.* $ 3.8 $ (2.3) 6.1 265.2 Leaf: Product revenues $ 500.5 $ 625.1 (124.6) (19.9) Tobacco costs 394.6 510.2 (115.6) (22.7) Transportation, storage, and other period costs 23.2 32.8 (9.6) (29.3) Total cost of goods sold 417.8 543.0 (125.2) (23.1) Product revenue gross profit 82.7 82.1 0.6 0.7 Product revenue gross profit as a percent of sales 16.5 % 13.1 % Kilos sold 100.0 129.4 (29.4) (22.7) Average price per kilo $ 5.01 $ 4.83 0.18 3.7 Average cost per kilo 4.18 4.19 (0.01) (0.2) Average gross profit per kilo 0.83 0.64 0.19 29.7 Processing and other revenues $ 28.6 $ 27.1 1.5 5.5 Processing and other revenues costs of services sold 19.4 20.5 (1.1) (5.4) Processing and other gross profit 9.2 6.6 2.6 39.4 Processing and other gross profit as a percent of sales 32.2 % 24.3 % All Other: Sales and other operating revenues $ 0.7 $ 3.3 (2.6) (78.8) Cost of goods and services sold 0.1 4.2 (4.1) (97.6) Gross income (loss) 0.6 (0.9) 1.5 166.7 Gross income (loss) as a percent of sales 85.7 % (27.4) % * Amounts may not equal column totals due to rounding. 24 Sales and other operating revenues were $655.6 million for the three months ended December 31, 2022 and $529.8 million for the three months ended December 31, 2023, a decrease of $125.8 million, or 19.2%. This decrease was primarily due to a 22.7% decrease in leaf volume, partially offset by a 3.7% increase in average price per kilo. The decrease in leaf volume was primarily due to accelerated North America shipments from the current quarter into the first half of the fiscal year and delayed shipments from South America. The increase in average price per kilo was mainly due to higher tobacco prices. Cost of goods and services sold were $567.8 million for the three months ended December 31, 2022 and $437.3 million for the three months ended December 31, 2023, a decrease of $130.5 million, or 23.0%. This decrease was mainly due to the decrease in sales and other operating revenues. Gross profit as a percent of sales increased from 13.4% for the three months ended December 31, 2022 to 17.5% for the three months ended December 31, 2023. Average gross profit per kilo for product revenue was $0.64 for the three months ended December 31, 2022 and $0.83 for the three months ended December 31, 2023, an increase of $0.19 per kilo, or 29.7%. These increases were primarily due to a more favorable customer mix. Selling, general, and administrative expenses were $37.1 million for the three months ended December 31, 2022 and $42.4 million for the three months ended December 31, 2023 , an increase of $5.3 million, or 14.3%. This increase was primarily due to increased accrued bonus compensation. Other expense, net was $9.0 million for the three months ended December 31, 2022 and $2.3 million for the three months ended December 31, 2023, a decrease of $6.7 million , or 74.4% . This decrease was mainly due to lower utilization of the Company's securitization programs. Loss on pension settlement of $12.0 million for the three months ended December 31, 2023 was due to the termination of an over-funded defined benefit pension plan in the U.K. See " Note 16. Pension and Other Postretirement Benefits " to the "Notes to Condensed Consolidated Financial Statements" for additional information. Income tax expense was $17.9 million for the three months ended December 31, 2022 and $6.2 million for the three months ended December 31, 2023, a decrease of $11.7 million , or 65.4% . This decrease was primarily du e to deferred tax valuations allowances, the favorable net foreign exchange effect, and variations in the jurisdictional mix of earnings. 25 Nine Months Ended December 31, 2023 and 2022 Nine Months Ended December 31, Change (in millions, except per kilo amounts) 2023 2022 $ % Sales and other operating revenues $ 1,631.2 $ 1,507.7 123.5 8.2 Cost of goods and services sold 1,376.8 1,311.9 64.9 4.9 Gross profit 254.4 195.9 58.5 29.9 Selling, general, and administrative expenses 116.5 106.7 9.8 9.2 Other expense, net 6.0 9.1 (3.1) (34.1) Restructuring and asset impairment charges 1.4 4.4 (3.0) (68.2) Operating income 130.5 75.7 54.8 72.4 Loss on deconsolidation/disposition of subsidiaries — 0.6 (0.6) (100.0) Loss on pension settlement 12.0 2.6 9.4 361.5 Interest expense, net 95.8 85.6 10.2 11.9 Income tax expense 16.4 15.8 0.6 3.8 Income from unconsolidated affiliates 6.5 10.7 (4.2) (39.3) Net income attributable to noncontrolling interests 0.1 0.2 (0.1) (50.0) Net income (loss) attributable to Pyxus International, Inc. $ 12.7 $ (18.5) 31.2 168.6 Leaf: Product revenue $ 1,537.3 $ 1,423.6 113.7 8.0 Tobacco costs 1,242.4 1,164.8 77.6 6.7 Transportation, storage, and other period costs 66.0 77.8 (11.8) (15.2) Total cost of goods sold 1,308.4 1,242.7 65.7 5.3 Product revenue gross profit 228.9 181.0 47.9 26.5 Product revenue gross profit as a percent of sales 14.9 % 12.7 % Kilos sold 297.2 302.9 (5.7) (1.9) Average price per kilo $ 5.17 $ 4.70 0.47 10.0 Average cost per kilo 4.40 4.10 0.30 7.3 Average gross profit per kilo 0.77 0.60 0.17 28.3 Processing and other revenues $ 91.4 $ 75.2 16.2 21.5 Processing and other revenues costs of services sold 66.5 56.1 10.4 18.5 Processing and other gross profit 24.9 19.1 5.8 30.4 Processing and other gross profit as a percent of sales 27.2 % 25.4 % All Other: Sales and other operating revenues $ 2.5 $ 8.9 (6.4) (71.9) Cost of goods and services sold 1.9 13.1 (11.2) (85.5) Gross profit (loss) 0.6 (4.2) 4.8 114.3 Gross profit (loss) as a percent of sales 24.0 % (47.3) % * Amounts may not equal column totals due to rounding. 26 Sales and other operating revenues were $1,507.7 million for the nine months ended December 31, 2022 and $1,631.2 million for the nine months ended December 31, 2023, an increase of $123.5 million, or 8.2%. This increase was due to larger crop volumes in Africa and the timing of shipments in South America. Average price per kilo increased by 10.0% mainly due to higher tobacco prices. Cost of goods and services sold were $1,311.9 million for the nine months ended December 31, 2022 and $1,376.8 million for the nine months ended December 31, 2023, an increase of $64.9 million, or 4.9%. This increase was mainly due to the increase in sales and other operating revenues. Average cost per kilo increased primarily d ue to undersupply conditions and inflation. Gross profit as a percent of sales increased from 13.0% for the nine months ended December 31, 2022 to 15.6% for the nine months ended December 31, 2023. Average gross profit per kilo for product revenue was $0.60 for the nine months ended December 31, 2022 and $0.77 for the nine months ended December 31, 2023, an increase of $0.17 per kilo, or 28.3%. These increases were primarily due to a more favorable customer and regional mix. Selling, general, and administrative expenses were $106.7 million for the nine months ended December 31, 2022 and $116.5 million for the nine months ended December 31, 2023 , an increase of $9.8 million , or 9.2% . This increase was primarily due to increased accrued bonus compensation and professional fees. Interest expense, net was $85.6 million for the nine months ended December 31, 2022 and $95.8 million for the nine months ended December 31, 2023, an increase of $10.2 million, or 11.9%. This increase was due to higher variable interest rates. Loss on pension settlement of $2.6 million for the nine months ended December 31, 2022 was attributable to the termination of a U.S. defined benefit pension plan in the period, while the loss on pension settlement of $12.0 million for the nine months ended December 31, 2023 was due to the termination of an over-funded defined benefit pension plan in the U.K. See " Note 16. Pension and Other Postretirement Benefits " to the "Notes to Condensed Consolidated Financial Statements" for additional information. Liquidity and Capital Resources Overview Our primary sources of liquidity are cash generated from operations, short-term borrowings under our foreign seasonal lines of credit, availability under our ABL Credit Facility, and cash collections from our securitized receivables. Our liquidity requirements are affected by various factors from our core tobacco leaf business, including crop seasonality, foreign currency and interest rates, green tobacco prices, customer mix, crop size, and quality. Our leaf tobacco business is seasonal, and purchasing, processing, and selling activities have several associated peaks where cash on-hand and outstanding indebtedness may vary significantly compared to year end. The first three quarters of our fiscal year generally represent the peak of our working capital requirements. We believe our sources of liquidity will be sufficient to fund our anticipated operating needs for the next twelve months. During such time our liquidity needs for operations may approach the levels of our anticipated available cash and permitted borrowings under our credit facilities. Unanticipated developments affecting our liquidity needs, including with respect to the foregoing factors, and sources of liquidity, including impacts affecting our cash flows from operations and the availability of capital resources (including an inability to renew or refinance seasonal lines of credit), may result in a deficiency in liquidity. To address a potential liquidity deficiency, we may undertake plans to minimize cash outflows, which could include exiting operations that do not generate positive cash flow. Debt Financing We continue to finance our business with a combination of short-term and long-term credit lines, the long-term debt securities, advances from customers, and cash from operations when available. See " Note 1 1 . Debt Arrangements " to the "Notes to Condensed Consolidated Financial Statements" for a summary of our short-term and long-term debt. We continuously monitor and, as available, adjust funding sources as needed to enhance and drive various business opportunities. From time to time we may take steps to reduce our debt or otherwise improve our financial position. Such actions could include prepayments, open market debt repurchases, negotiated repurchases, other redemptions or retirements of outstanding debt, and refinancing of debt. The amount of prepayments or the amount of debt that may be repurchased, refinanced, or otherwise retired, if any, will depend on market conditions, trading levels of our debt, our cash position, compliance with debt covenants, and other considerations. 27 The following summarizes our total borrowing capacity at December 31, 2023 and 2022 under our short-term and long-term credit lines and letter of credit facilities and the remaining available amount after the reduction for outstanding borrowings and amounts reserved for outstanding letters of credit: December 31, 2023 (in millions) Total Borrowing Capacity Remaining Amount Available ABL Credit Facility $ 120.0 $ 120.0 Foreign seasonal lines of credit 692.2 250.2 Other long-term debt 0.4 0.2 Letters of credit 8.1 3.4 Total $ 820.7 $ 373.8 December 31, 2022 (in millions) Total Borrowing Capacity Remaining Amount Available ABL Credit Facility $ 100.0 $ 100.0 Foreign seasonal lines of credit 711.2 218.9 Other long-term debt 0.6 0.1 Letters of credit 18.4 4.1 Total $ 830.2 $ 323.1 The remaining amount available under the ABL Credit Facility increased $20.0 million when compared to the prior period as a result of the Company entering into the Third Amendment to the ABL Credit Agreement on October 24, 2023, which among other things, increased the aggregate amount of revolving loan commitments from $100.0 million to $120.0 million. See " Note 11. Debt Arrangements " to the "Notes to Condensed Consolidated Financial Statements" for additional information. Net Debt We refer to "Net debt," a non-GAAP measure, as total debt liabilities less cash and cash equivalents. We believe this non-GAAP financial measure is useful to monitor leverage and to evaluate changes to the Company's capital structure. A limitation associated with using net debt is that it subtracts cash and cash equivalents, and therefore, may imply that management intends to use cash and cash equivalents to reduce outstanding debt and that cash held in certain jurisdictions can be applied to repay obligations owing in other jurisdictions and without reduction for applicable taxes. In addition, net debt suggests that our debt obligations are less than the most comparable GAAP measure indicates. The following summarizes the computation of net debt: (in millions) December 31, 2023 December 31, 2022 March 31, 2023 Notes payable $ 473.0 $ 492.3 $ 382.5 Current portion of long-term debt 20.3 97.3 0.1 Long-term debt (1) 574.1 496.6 618.4 Total debt liabilities* $ 1,067.3 $ 1,086.2 $ 1,001.0 Less: Cash and cash equivalents 90.2 216.4 136.7 Net debt* $ 977.1 $ 869.8 $ 864.3 * Amounts may not equal column totals due to rounding (1) Includes amounts outstanding under the ABL Credit Facility. Weighted average borrowings outstanding under the ABL Credit Facility were $51.0 million and $52.6 million for the three and nine months ended December 31, 2023, respectively. For the nine months ended December 31, 2023, the Company accelerated the purchase of higher volumes of inventory against the rising costs of green tobacco through more efficient use of foreign seasonal credit lines and the ABL Credit Facility. Increased sales and other operating revenues for the nine months ended December 31, 2023 contributed to faster repayments on outstanding foreign seasonal lines when compared to the prior nine-month period, resulting in higher available amounts for use under foreign seasonal credit lines, and the ability to fully reduce indebtedness under the ABL Credit Facility as of December 31, 2023. 28 Working Capital The following summarizes our working capital: (in millions except for current ratio) December 31, 2023 December 31, 2022 March 31, 2023 Cash, cash equivalents, and restricted cash $ 94.7 $ 218.4 $ 138.9 Trade and other receivables, net 239.5 222.3 202.7 Inventories and advances to tobacco suppliers 867.6 776.3 817.4 Recoverable income taxes 4.6 7.1 5.8 Prepaid expenses and other current assets 52.6 47.1 55.7 Total current assets* $ 1,259.1 $ 1,271.2 $ 1,220.6 Notes payable $ 473.0 $ 492.3 $ 382.5 Accounts payable 136.4 135.1 170.3 Advances from customers 42.6 30.8 42.5 Accrued expenses and other current liabilities 78.2 95.3 92.7 Income taxes payable 6.9 6.7 18.3 Operating leases payable 8.1 9.1 8.7 Current portion of long-term debt 20.3 97.3 0.1 Total current liabilities $ 765.5 $ 866.6 $ 715.1 Current ratio 1.6 to 1 1.5 to 1 1.7 to 1 Working capital $ 493.6 $ 404.6 $ 505.5 * Amounts may not equal column totals due to rounding Working capital improved from December 31, 2022 to December 31, 2023 by $89.0 million, or 22.0%, primarily due to the reduction in the current portion of long-term debt from the February 6, 2023 debt exchange that extended maturities for most of the Company's term loans and senior secured notes. The Company also utilized cash in the current year for the purchase of more expensive green tobacco and faster repayments on outstanding foreign seasonal lines. Inventories The following summarizes inventory committed to a customer and uncommitted inventory balances for processed tobacco: (in millions) December 31, 2023 December 31, 2022 March 31, 2023 Committed $ 626.7 $ 543.2 $ 479.4 Uncommitted 32.3 28.7 19.0 Total processed tobacco $ 659.0 $ 571.9 $ 498.4 Total processed tobacco increased from December 31, 2022 to December 31, 2023 by $87.1 million, or 15.2%, primarily due to larger crop sizes in Africa. Uncommitted levels of processed tobacco continue to remain low, as undersupply conditions persist in the global tobacco market. See " Note 7 . Inventories, Net " to the "Notes to Condensed Consolidated Financial Statements" for additional information. Sources and Uses of Cash We typically finance our non-U.S. tobacco operations with short-term foreign seasonal lines of credit, normally extending for a term of 180 to 365 days, corresponding to the tobacco crop cycle in that market. These short-term foreign seasonal lines of credit are typically uncommitted and provide lenders the right to cease making loans and demand repayment of loans. These short-term foreign seasonal lines of credit are generally renewed at the outset of each tobacco season. We maintain various 29 other financing arrangements to meet the cash requirements of our businesses. See " Note 1 1 . Debt Arrangements " to the "Notes to Condensed Consolidated Financial Statements" for additional information. We utilize capital in excess of cash flow from operations to finance accounts receivable, inventory, and advances to tobacco suppliers in foreign countries. In addition, we may periodically elect to purchase, redeem, repay, retire, or cancel indebtedness prior to stated maturity under our various foreign credit lines. As of December 31, 2023, our cash, cash equivalents, and restricted cash was $94.7 million of which approximately $61.8 million was held in foreign jurisdictions, certain of which are subject to exchange controls and tax consequences that could limit our ability to fully repatriate these funds. Fluctuation of the U.S. dollar versus many of the currencies in which we have costs may have an impact on our working capital requirements. We will continue to monitor and hedge foreign currency costs, as needed. The following summarizes the sources and uses of our cash flows: Nine Months Ended December 31, (in millions) 2023 2022 Net income (loss) $ 12.8 $ (18.3) Trade and other receivables (170.1) (91.2) Inventories and advances to tobacco suppliers (50.3) 18.5 Other (9.2) (19.6) Net cash used in operating activities $ (216.8) $ (110.6) Collections from beneficial interests in securitized trade receivables 127.3 122.6 Other (10.4) (5.2) Net cash provided by investing activities $ 116.9 $ 117.4 Net proceeds from short-term borrowings 93.4 116.5 Net repayment of revolving loan facilities (25.0) (90.0) Other (5.8) (20.0) Net cash provided by financing activities $ 62.6 $ 6.5 Effect of exchange rate changes on cash (6.8) 3.8 (Decrease) increase in cash, cash equivalents, and restricted cash* $ (44.2) $ 17.1 * Amounts may not equal column totals due to rounding The change in cash, cash equivalents, and restricted cash for the nine months ended December 31, 2023 compared to the nine months ended December 31, 2022 decreased by $61.3 million. This decrease was driven by increased receivables from greater sales of processed tobacco near the end of the quarter, resulting in lower utilization of securitization programs, purchases of greater volume of more expensive green tobacco, and faster repayments on outstanding foreign seasonal lines. These decreases were partially offset by improved profitability and lower net repayments on the ABL Credit Facility. Planned Capital Expenditures Capital investments in our leaf operations were primarily for routine replacement of machinery and equipment, as well as investments in assets that will add value for our customers and increase our efficiency. We incurred approximately $14.4 million in capital expenditures for the nine months ended December 31, 2023 , and are expecting to incur an additional $6.7 million for the remainder of the fiscal year ending March 31, 2024. 30 Pension and Postretirement Health and Life Insurance Benefits The following summarizes cash contributions to pension and postretirement health and life insurance benefits: Nine Months Ended December 31, (in millions) 2023 Contributions made during the period $ 3.3 Contributions expected for the remainder of the fiscal year 1.4 Total $ 4.7 No cash dividends on shares of common stock of Pyxus International, Inc. were paid to shareholders during the nine months ended December 31, 2023. As of December 31, 2023, the payment of such dividends is restricted under the terms of our debt agreements. Critical Accounting Policies and Estimates As of the date of this report, there are no material changes to the critical accounting policies and estimates previously disclosed in Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2023. Item 3. Quantitative and Qualitative Disclosures About Market Risk There have been no significant changes to our market risk exposures since March 31, 2023. For a discussion of our exposure to market risk, see Part II, Item 7A "Quantitative and Qualitative Disclosures About Market Risk" contained in our Annual Report on Form 10-K for the fiscal year ended March 31, 2023.