10 unchanged sentences
Consolidated Statements of Operations
−Removed: (in thousands, except per share data) Year Ended March 31, 2023 Year Ended March 31, 2022
+Added: Years Ended March 31,
+Added: (in thousands, except per share data) 2024 2023 2022
Sales and other operating revenues $ 2,032,559 $ 1,914,881 $ 1,639,862
8 unchanged sentences
Loss on pension settlement 12,008 2,588 —
−Removed: Debt retirement expense — 1,997
+Added: (Gain) loss on debt retirement ( 15,914 ) — 1,997
Interest expense, net 125,620 113,164 108,383
−Removed: Loss before income taxes and other items ( 22,622 ) ( 79,364 )
+Added: Income (loss) before income taxes and other items 15,473 ( 22,622 ) ( 79,364 )
Income tax expense 27,281 34,127 12,640
Income from unconsolidated affiliates, net 14,992 18,512 9,950
−Removed: Net loss ( 38,237 ) ( 82,054 )
+Added: Net income (loss) 3,184 ( 38,237 ) ( 82,054 )
Net income attributable to noncontrolling interests 521 904 65
−Removed: Net loss attributable to Pyxus International, Inc.
+Added: Net income (loss) attributable to Pyxus International, Inc.
$ 2,663 $ ( 39,141 ) $ ( 82,119 )
−Removed: Loss per share:
+Added: Earnings (loss) per share:
Basic and diluted $ 0.11 $ ( 1.57 ) $ ( 3.28 )
+Added: Weighted average number of shares outstanding:
+Added: Basic and diluted 25,000 25,000 25,000
See "Notes to Consolidated Financial Statements"
1 unchanged sentence
and Subsidiaries
−Removed: Consolidated Statements of Comprehensive Loss
−Removed: (in thousands) Year Ended March 31, 2023 Year Ended March 31, 2022
−Removed: Net loss $ ( 38,237 ) $ ( 82,054 )
−Removed: Other comprehensive income, net of tax:
+Added: Consolidated Statements of Comprehensive Income (Loss)
+Added: Years Ended March 31,
+Added: (in thousands) 2024 2023 2022
+Added: Net income (loss) $ 3,184 $ ( 38,237 ) $ ( 82,054 )
+Added: Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment 700 2,481 ( 4,224 )
2 unchanged sentences
Total other comprehensive income, net of tax 2,259 1,748 10,527
−Removed: Total comprehensive loss ( 36,489 ) ( 71,527 )
+Added: Total comprehensive income (loss) 5,443 ( 36,489 ) ( 71,527 )
Comprehensive income attributable to noncontrolling interests 509 941 55
−Removed: Comprehensive loss attributable to Pyxus International, Inc.
+Added: Comprehensive income (loss) attributable to Pyxus International, Inc.
$ 4,934 $ ( 37,430 ) $ ( 71,582 )
3 unchanged sentences
Consolidated Balance Sheets
−Removed: (in thousands) March 31, 2023 March 31, 2022
+Added: (in thousands) 2024 2023
Current assets
9 unchanged sentences
Total current assets 1,310,206 1,220,565
−Removed: Restricted cash — 389
Investments in unconsolidated affiliates 101,255 100,750
−Removed: Other intangible assets, net 38,572 45,061
+Added: Intangible assets, net 33,879 38,572
Deferred income taxes, net 7,196 6,662
6 unchanged sentences
Current liabilities
−Removed: Notes payable to banks $ 382,544 $ 378,612
+Added: Notes payable $ 499,312 $ 382,544
Accounts payable 181,247 170,287
15 unchanged sentences
Common stock— no par value:
−Removed: 250,000 authorized shares and 25,000 issued and outstanding for all periods
+Added: Authorized shares ( 250,000 for all periods)
+Added: Issued and outstanding shares ( 25,000 for all periods)
389,789 390,290
18 unchanged sentences
Net of Tax Noncontrolling
−Removed: Interest Total
+Added: Interests Total
Stockholders’
Balance, March 31, 2023 $ 390,290 $ ( 257,954 ) $ ( 6,392 ) $ 8,335 $ 3,572 $ 3,979 $ 141,830
+Added: Net income (loss) — 804 — — — ( 34 ) 770
+Added: Other comprehensive income, net of tax — — 707 — 862 — 1,569
+Added: Balance, June 30, 2023 $ 390,290 $ ( 257,150 ) $ ( 5,685 ) $ 8,335 $ 4,434 $ 3,945 $ 144,169
+Added: Net income (loss) — 8,095 — — — ( 199 ) 7,896
+Added: Other — — — — — 493 493
+Added: Other comprehensive loss, net of tax — — ( 1,545 ) — ( 1,000 ) — ( 2,545 )
+Added: Balance, September 30, 2023 $ 390,290 $ ( 249,055 ) $ ( 7,230 ) $ 8,335 $ 3,434 $ 4,239 $ 150,013
+Added: Net income — 3,835 — — — 344 4,179
+Added: Other ( 501 ) — — — — 8 ( 493 )
+Added: Dividends paid — — — — — ( 450 ) ( 450 )
+Added: Other comprehensive income (loss), net of tax — — 2,185 3,511 ( 1,288 ) — 4,408
+Added: Balance, December 31, 2023 $ 389,789 $ ( 245,220 ) $ ( 5,045 ) $ 11,846 $ 2,146 $ 4,141 $ 157,657
Net (loss) income — ( 10,071 ) — — — 410 ( 9,661 )
+Added: Other comprehensive (loss) income, net of tax — — ( 647 ) 920 ( 1,434 ) ( 12 ) ( 1,173 )
+Added: Balance, March 31, 2024 $ 389,789 $ ( 255,291 ) $ ( 5,692 ) $ 12,766 $ 712 $ 4,539 $ 146,823
+Added: See "Notes to Consolidated Financial Statements"
+Added: Pyxus International, Inc.
+Added: and Subsidiaries
+Added: Consolidated Statements of Stockholders’ Equity (continued)
+Added: Attributable to Pyxus International, Inc.
+Added: Accumulated Other Comprehensive Income (Loss)
+Added: (in thousands) Common
+Added: Stock Retained
+Added: Deficit Currency
+Added: Adjustment Pensions,
+Added: Net of Tax Derivatives,
+Added: Net of Tax Noncontrolling
+Added: Interests Total
+Added: Stockholders’
+Added: Balance, March 31, 2022 $ 390,290 $ ( 218,813 ) $ ( 8,873 ) $ 6,328 $ 6,349 $ 6,090 $ 181,371
+Added: Net (loss) income — ( 14,663 ) — — — 158 ( 14,505 )
Other — — ( 3,052 ) ( 3,052 )
44 unchanged sentences
Consolidated Statements of Cash Flows
−Removed: (in thousands) Year Ended March 31, 2023 Year Ended March 31, 2022
+Added: Years Ended March 31,
+Added: (in thousands) 2024 2023 2022
Operating activities:
−Removed: Net loss $ ( 38,237 ) $ ( 82,054 )
−Removed: Adjustments to reconcile net loss to net cash used in operating activities:
+Added: Net income (loss) $ 3,184 $ ( 38,237 ) $ ( 82,054 )
+Added: Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization 19,250 19,137 16,676
Debt amortization/interest 8,559 18,466 22,639
+Added: (Gain) loss on debt retirement ( 15,914 ) — 1,512
Loss on foreign currency transactions 4,009 6,028 2,885
26 unchanged sentences
Financing activities:
−Removed: Net proceeds of short-term borrowings 5,234 9,208
+Added: Net proceeds from short-term borrowings $ 122,483 $ 5,234 $ 9,208
Proceeds from DDTL facility — — 117,600
Repayment of DDTL facility — ( 110,250 ) ( 15,375 )
−Removed: Proceeds from DDTL term loan facility 100,000 —
+Added: Proceeds from term loan facility — 100,000 —
Proceeds from revolving loan facilities 331,000 170,000 115,394
4 unchanged sentences
Fees paid to refinance the DDTL facility — ( 4,000 ) —
−Removed: Fees paid to exchange debt ( 1,575 ) —
+Added: Fees paid to retire or exchange debt ( 269 ) ( 1,575 ) —
Other, net 440 — ( 485 )
−Removed: Net cash (used in) provided by financing activities ( 83,000 ) 123,260
−Removed: Increase (decrease) from exchange rate changes on cash 3,472 ( 2,135 )
+Added: Net cash provided by (used in) financing activities $ 25,561 $ ( 83,000 ) $ 123,260
+Added: Effect of exchange rate changes on cash ( 9,156 ) 3,472 ( 2,135 )
(Decrease) increase in cash, cash equivalents, and restricted cash ( 39,116 ) ( 62,405 ) 103,601
4 unchanged sentences
Cash paid for income taxes, net $ 22,501 $ 18,696 $ 24,576
+Added: Cash paid for income taxes related to debt exchange 12,543 — —
Cash paid for interest, net 109,518 93,425 86,852
5 unchanged sentences
Notes to Consolidated Financial Statements
−Removed: (in thousands, except per share data)
Basis of Presentation and Summary of Significant Accounting Policies
3 unchanged sentences
Restructuring and Asset Impairment Charges
−Removed: Loss Per Share
+Added: Earnings (Loss) Per Share
+Added: Restricted Cash
Inventories, Net
−Removed: Advances to Tobacco Suppliers, Net
+Added: Advances to Suppliers, Net
Acquisitions and Dispositions
1 unchanged sentence
Variable Interest Entities
−Removed: Goodwill and Other Intangible Assets, Net
+Added: Intangible Assets, Net and Goodwill
Property, Plant, and Equipment, Net
5 unchanged sentences
Contingencies and Other Information
−Removed: Other Comprehensive (Loss) Income
−Removed: Stock-Based Compensation
+Added: Other Comprehensive Income (Loss)
+Added: Government Assistance
+Added: Equity-Based Compensation
Related Party Transactions
3 unchanged sentences
Pyxus International, Inc.
−Removed: (the "Company" or "Pyxus") is a global agricultural company with 150 years of experience delivering value-added products and services to businesses and customers.
+Added: (the "Company" or "Pyxus") is a global agricultural company with businesses having more than 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.
20 unchanged sentences
The Company's investments in unconsolidated variable interest entities are classified as investments in unconsolidated affiliates in the consolidated balance sheets.
−Removed: The Company's receivables with variable interest entities are classified as notes receivable, related parties and accounts receivable, related parties.
−Removed: See " Note 25.
−Removed: Related Party Transactions " for additional information.
+Added: The Company's assets and liabilities with variable interest entities are classified as related party balances.
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.
4 unchanged sentences
Actual results may differ from the Company's estimates and assumptions.
−Removed: Estimates are used in accounting for, among other things, revenue recognition, pension and postretirement health care benefits, inventory reserves, 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.
+Added: 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, incremental borrowing rates for the present value of lease payments, fair value determinations of financial assets and liabilities, including derivatives, securitized beneficial interests, and counterparty risk.
Reclassifications
−Removed: Certain prior-period amounts were reclassified to conform to the current-year presentation in the consolidated statements of cash flows.
−Removed: 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.
−Removed: statutory federal income tax rate to income.
−Removed: Certain prior-period amounts were reclassified to conform to the current-year presentation of deferred tax assets (liabilities).
−Removed: See " Note 6.
−Removed: Income Taxes " for additional information.
+Added: Certain prior-period amounts were reclassified to conform to the current-year presentation in the consolidated statements of cash flows, and in the income taxes footnote disclosure related to the summaries of deferred tax assets and liabilities.
Segment Information
−Removed: During the year ended March 31, 2022, the Company reevaluated its operating and reportable segments under ASC Topic 280 - Segment Reporting .
−Removed: 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.
+Added: The Company reviewed its operations in Africa, Asia, Europe, North America, and South America and concluded the economic characteristics of these five Leaf regional operations 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.
−Removed: 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.
−Removed: 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.
+Added: The three product category operating segments other than Leaf do not individually or in the aggregate meet the quantitative and
+Added: qualitative thresholds to be individually reportable and have been combined and reported in an "All Other" category.
+Added: The one Leaf reportable segment is consistent with information used by the chief operating decision maker ("CODM") 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.
−Removed: 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:
+Added: The Company has eight operating segments organized by geographic area and product category that are aggregated into one reportable segment for financial reporting purposes:
The All Other category is included for purposes of reconciliation of respective balances for the Leaf segment to the consolidated financial statements.
25 unchanged sentences
are handled through a claims allowance that is assessed quarterly.
−Removed: 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.
+Added: The Company estimates the amount of expected claims using the expected value method due to the large number of contracts with similar characteristics that we enter into with customers, the high volumes of tobacco we sell each year, and our actual history of past claims.
Taxes Collected from Customers
3 unchanged sentences
The Company elected to account for shipping and handling as activities to fulfill its performance obligations, regardless of when control transfers.
−Removed: Shipping and handling fees that are billed to customers are recognized in sales and other operating
−Removed: revenues and the associated shipping and handling costs are recognized in cost of goods and services sold in the consolidated statements of operations.
+Added: Shipping and handling fees that are billed to customers are recognized in sales and other operating revenues and the associated shipping and handling costs are recognized in cost of goods and services sold in the consolidated statements of operations.
Income taxes are accounted for under the asset and liability method.
33 unchanged sentences
The mark-up and interest on its advances are recognized upon delivery of tobacco as a decrease in the cost of the current crop.
−Removed: 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.
+Added: A provision for tobacco supplier bad debts is recorded in cost of goods and services sold in the consolidated statements of operations for abnormal yield adjustments or unrecovered advances.
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.
−Removed: Goodwill and Other Intangible Assets
−Removed: Goodwill is allocated to each reporting unit.
−Removed: A reporting unit is an operating segment, or one level below an operating segment, referred to as a component.
−Removed: The components within the Company’s operating segments are aggregated into eight reporting units due to their similar economic characteristics.
−Removed: Goodwill is not subject to amortization and is tested for impairment annually, on the first day of the fourth quarter of the fiscal year, or whenever events and circumstances indicate that impairment may have occurred.
−Removed: The Company's annual goodwill impairment test performed for the year ended March 31, 2022 resulted in goodwill being fully impaired.
−Removed: See " Note 13.
−Removed: Goodwill and Other Intangibles, Net " for additional information.
−Removed: 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.
−Removed: 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.
−Removed: Otherwise, the Company performs a quantitative assessment using the discounted cash flow ("DCF") method of the income approach.
−Removed: 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.
−Removed: The Company utilizes estimated revenue growth rates and cash flow projections.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: Intangible Assets, Net
The Company has intangible assets with definite useful lives.
−Removed: These intangible assets are assessed annually and tested for impairment whenever factors indicate that the carrying amount may not be recoverable.
+Added: These intangible assets are assessed annually and tested for impairment whenever factors indicate 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.
−Removed: Technology includes internally developed software, which is amortized on a straight-line basis over three to five years once the software testing is complete.
−Removed: Events and changes in circumstance may either result in a revision in the estimated useful life or impairment of an intangible.
+Added: Technology includes internally developed software that is amortized on a straight-line basis over three to five years .
+Added: Amortization commences once su bstantial testing activities are completed and the software is ready for its intended use.
+Added: Events and changes in circumstance may either result in a revision in the estimated useful life or
+Added: 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.
−Removed: The Company has operating leases for land, buildings, automobiles, and other equipment that expire at various dates through 2040.
+Added: The Company has operating leases for land, buildings, automobiles, and other equipment that expire at various dates through fiscal year 2040.
The Company does not have material finance leases.
−Removed: Leases for real estate generally have initial terms ranging from 2 to 15 years, excluding renewal options.
−Removed: Leases for equipment generally have initial terms ranging from 2 to 5 years excluding renewal options.
+Added: Leases for real estate generally have initial terms ranging from two to fifteen years , excluding renewal options.
+Added: Leases for equipment generally have initial terms ranging from two to five years excluding renewal options.
Most leases have fixed rentals, with many of the real estate leases requiring additional payments for real estate taxes.
12 unchanged sentences
Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
−Removed: The evaluation is performed at the lowest level of identifiable cash flows at which the asset could be bought or sold in a current transaction between willing parties and may be estimated using a number of techniques, including
−Removed: quoted market prices or valuations, present value techniques based on estimates of cash flows, or multiples of earnings or revenue performance measures.
+Added: The evaluation is performed at the lowest level of identifiable cash flows at which the asset could be bought or sold in a current transaction between willing parties and may be estimated using a number of techniques, including quoted market prices or valuations, present value techniques based on estimates of cash flows, or multiples of earnings or revenue performance measures.
The Company's guarantees are primarily related to bank loans to suppliers for crop production financing.
37 unchanged sentences
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.
−Removed: The portfolio objective is to
−Removed: exceed the actuarial return on assets assumption.
−Removed: The Company is exploring partial risk transfer and or full plan terminations.
+Added: The portfolio objective is to exceed the actuarial return on assets assumption.
+Added: The Company is exploring partial risk transfers 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.
5 unchanged sentences
The following are descriptions, valuation methodologies, and inputs used to determine the fair value of each major category of plan assets:
−Removed: • 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.
−Removed: • 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.
+Added: • 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 as Level 1 or Level 2 in the fair value hierarchy.
+Added: • Investments in equity and fixed income mutual funds are publicly traded and valued primarily using quoted market prices and generally classified as 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.
−Removed: Holdings in these commingled funds are generally classified as Level 2 investments.
+Added: Holdings in these commingled funds are generally classified as Level 2 measurements.
• 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.
−Removed: 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.
−Removed: Publicly traded REIT securities are valued primarily using quoted market prices and are generally classified within Level 1 in the fair value hierarchy.
+Added: 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 as Level 3 in the fair value hierarchy.
+Added: Publicly traded REIT securities are valued primarily using quoted market prices and are generally classified as Level 1 in the fair value hierarchy.
• Diversified investments include mutual funds with an absolute return strategy.
−Removed: 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.
+Added: Mutual fund investments with absolute return strategies are publicly traded and valued using quoted market prices and are generally classified as Level 1 in the fair value hierarchy.
Foreign Currency Translation and Remeasurement
9 unchanged sentences
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.
−Removed: 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.
+Added: 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 consolidated statements of 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.
−Removed: 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.
+Added: 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 3 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.
2 unchanged sentences
Program costs are recorded in o ther expense, net in the consolidated statements of operations.
−Removed: Stock-Based Compensation
−Removed: The Company’s Board of Directors adopted the 2020 Incentive Plan (the "2020 Plan") on November 18, 2020.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The Company estimates forfeitures of stock-based awards using historical experience.
−Removed: Stock-based compensation expense, if any, is included in selling, general, and administrative expenses in the consolidated statements of operations.
+Added: Government Assistance
+Added: On occasion, the Company and its subsidiaries receive grants and other assistance (collectively "assistance") from governments and intergovernmental agencies to support operations and capital projects in various jurisdictions.
+Added: The Company accounts for government assistance by analogy to International Accounting Standards 20, Accounting for Government Grants and Disclosure of Government Assistance , which follows a grant accounting model.
+Added: Under this accounting framework, government assistance is recognized when it is probable the Company will receive assistance and comply with the conditions attached to the assistance.
+Added: Operational related assistance is recorded on a systematic basis over the periods in which the related cost or expenditures for which it is intended to compensate have occurred and is presented as a reduction in the related expense for which it is intended to defray.
+Added: Capital related assistance is recorded as long-term deferred revenue, included within pension, postretirement, and other long-term liabilities in the consolidated balance sheets, and is recognized in other income over the asset's useful life as an offset against depreciation expense.
+Added: Equity-Based Compensation
+Added: The Company’s Board of Directors adopted the 2020 Incentive Plan on November 18, 2020 (the "Incentive Plan"), and on March 21, 2024 the Board of Directors amended and restated the Company's Incentive Plan to increase the number of shares of the Company's common stock authorized to be issued thereunder.
+Added: The Incentive Plan provides the Company the flexibility to grant a variety of equity-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.
+Added: For equity-based awards without performance conditions, the Company recognizes equity-based compensation cost on a straight-line basis over the vesting period of the award.
+Added: For equity-based awards with performance conditions, the Company recognizes equity-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.
+Added: The Company estimates forfeitures of equity-based awards using historical experience.
+Added: Equity-based compensation expense, if any, is included in selling, general, and administrative expenses in the consolidated statements of operations.
New Accounting Standards
−Removed: Recently Adopted Accounting Pronouncements
−Removed: In December 2019, the FASB issued Accounting Standards Update ("ASU") No.
−Removed: 2019-12, Simplifying the Accounting for Income Taxes .
−Removed: 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.
−Removed: 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.
−Removed: The guidance became effective for the Company on April 1, 2021.
−Removed: 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.
+Added: Accounting Pronouncements Not Yet Adopted
In November 2023, the FASB issued ASU No.
−Removed: 2021-10, Disclosures by Business Entities about Government Assistance .
−Removed: 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.
−Removed: The new disclosures are required for annual periods for transactions with a government entity that are within the scope of the Topic.
−Removed: The guidance became effective for the Company on April 1, 2022.
−Removed: 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.
+Added: 2023-07, Segment Reporting:
+Added: Improvements to Reportable Segment Disclosures .
+Added: This ASU amends FASB Topic 280 to permit the disclosure of multiple measures of a segment's profit or loss, and requires an entity with a single reportable segment to apply FASB Topic 280 in its entirety.
+Added: In addition, this ASU requires the following new segment disclosures:
+Added: • Significant segment expenses by reportable segment if regularly provided to the CODM and included within the reported measure of segment profit or loss;
+Added: • Other segment items, which represents the difference between reported segment revenues less the significant segment expenses less reported segment profit or loss;
+Added: • Title and position of the CODM.
+Added: Disclosures required under this new ASU and the existing segment profit or loss and assets disclosures currently required annually by FASB Topic 280 are to be disclosed in interim periods.
+Added: The annual disclosure requirements are effective for the Company's fiscal year ending March 31, 2025, and the interim period disclosure requirements are effective beginning April 1, 2025.
+Added: Early adoption is permitted.
+Added: The Company is currently evaluating the impact that this new accounting standard will have on its segment disclosures.
+Added: In December 2023, the FASB issued ASU No.
+Added: 2023-09, Income Taxes:
+Added: Improvements to Income Tax Disclosures , to provide more disaggregation of income tax information mainly related to the effective tax rate reconciliation and the income taxes paid disclosure requirements.
+Added: Under the new accounting rules, the tabular effective tax rate reconciliation must include specific categories with certain reconciling items based on the expected tax further disaggregated by nature and/or jurisdiction.
+Added: Income taxes paid, net of refunds received, must be broken out by federal, state, and foreign taxes, and further disaggregated by individual jurisdictions based on total income taxes paid.
+Added: These new annual disclosure requirements are effective for the Company's fiscal year ending March 31, 2026.
+Added: Early adoption is permitted.
+Added: The Company is currently evaluating the impact that this new accounting standard will have on its income tax disclosures.
Revenue Recognition
1 unchanged sentence
Processing and other revenues are mainly contracts to process customer-owned green tobacco.
−Removed: During processing, ownership remains with the customers.
+Added: 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 consolidated financial statements :
−Removed: Year Ended March 31, 2023 Year Ended March 31, 2022
+Added: Years Ended March 31,
+Added: 2024 2023 2022
Product revenue $ 1,912,438 $ 1,812,170 $ 1,531,805
5 unchanged sentences
The following summarizes activity in the claims allowance:
−Removed: Year Ended March 31, 2023 Year Ended March 31, 2022
+Added: Years Ended March 31,
+Added: 2024 2023 2022
Balance, beginning of period $ 2,350 $ 1,130 $ 1,830
4 unchanged sentences
The following summarizes activity in the allowance for expected credit losses:
−Removed: Year Ended March 31, 2023 Year Ended March 31, 2022
+Added: Years Ended March 31,
+Added: 2024 2023 2022
Balance, beginning of period $ ( 24,730 ) $ ( 24,541 ) $ ( 20,900 )
Additions ( 1,535 ) ( 2,316 ) ( 4,212 )
−Removed: Write-offs 2,127 571
+Added: Write-offs and other adjustments 2,325 2,127 571
Balance, end of period ( 23,940 ) ( 24,730 ) ( 24,541 )
4 unchanged sentences
Other Expense, Net
−Removed: The following summarizes the significant components of other expense, net:
−Removed: Year Ended March 31, 2023 Year Ended March 31, 2022
+Added: The following summarizes the components of other expense, net:
+Added: Years Ended March 31,
+Added: 2024 2023 2022
Losses on sale of receivables (1)
$ ( 13,121 ) $ ( 10,434 ) $ ( 5,833 )
−Removed: Foreign currency gains (losses) 1,057 ( 2,776 )
+Added: Foreign currency (losses) gains ( 251 ) 1,057 ( 2,776 )
Note receivable write-off — ( 2,050 ) —
Gain on sale of fixed assets 2,300 1,389 3,818
−Removed: Miscellaneous (expense) income, net ( 985 ) 1,689
+Added: Miscellaneous income (expense), net 1,633 ( 985 ) 1,689
Total $ ( 9,439 ) $ ( 11,023 ) $ ( 3,102 )
3 unchanged sentences
The Company continued its focus on cost-saving initiatives.
−Removed: 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.
−Removed: 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.
+Added: The employee separation charges for the year ended March 31, 2024 were primarily related to changes in the corporate organizational structure and the continued restructuring of certain leaf operations.
+Added: The asset impairment charges for the year ended March 31, 2024 were related to continued restructuring of certain non-leaf agriculture operations.
+Added: The employee separation and asset impairment charges for the year ended March 31, 2023 were primarily related to the restructuring of certain non-leaf agriculture operations .
+Added: The employee separation and asset impairment charges for the year 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:
−Removed: Year Ended March 31, 2023 Year Ended March 31, 2022
−Removed: Employee separation charges $ 650 $ 2,292
−Removed: Asset impairment and other noncash charges 4,035 5,739
−Removed: Total restructuring and asset impairment charges $ 4,685 $ 8,031
−Removed: Accounting for Uncertainty in Income Taxes
−Removed: The following summarizes the changes to unrecognized tax benefits and related interest and penalties :
−Removed: Year Ended March 31, 2023 Year Ended March 31, 2022
−Removed: Balance at April 1 $ 17,725 $ 18,358
−Removed: Increase (decrease) for prior year tax positions 1,449 ( 660 )
−Removed: Increase for current year tax positions 634 —
−Removed: Reduction for settlements ( 3,480 ) —
−Removed: Impact of changes in exchange rates ( 243 ) 27
−Removed: Balance at March 31 (1)
−Removed: $ 16,085 $ 17,725
−Removed: Accrued interest 1,753 1,777
−Removed: Accrued penalties 1,447 831
−Removed: Balance at March 31 (1)
+Added: Years Ended March 31,
2024 2023 2022
−Removed: (1) As of March 31, 2023, $ 11,177 would impact the Company's effective tax rate, if recognized.
−Removed: The Company recognized $( 24 ) and $ 303 of interest (benefit) expense, net as of March 31, 2023 and 2022, respectively.
−Removed: The Company recognized $ 616 and $ 61 of penalties expense as of March 31, 2023 and 2022, respectively.
−Removed: Due to the Company’s global operations, numerous tax audits may be ongoing throughout the world at any point in time.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The Company does not expect to settle material uncertain tax positions in the next twelve months.
−Removed: The Company and its subsidiaries file a U.S.
−Removed: federal consolidated income tax return as well as returns in several U.S.
−Removed: states and a number of foreign jurisdictions.
−Removed: As of March 31, 2023, the Company’s earliest open tax year for U.S.
−Removed: federal income tax purposes was its year ended March 31, 2020.
−Removed: Open tax years in state and foreign jurisdictions generally range from three to six years.
−Removed: In applicable jurisdictions, the Company’s tax attributes from prior periods remain subject to adjustment.
+Added: Employee separation charges $ 1,809 $ 650 $ 2,292
+Added: Asset impairment and other non-cash charges 2,990 4,035 5,739
+Added: Restructuring and asset impairment charges $ 4,799 $ 4,685 $ 8,031
Income Tax Provision
−Removed: The components of (loss) income before income taxes and other items consisted of the following:
−Removed: Year Ended March 31, 2023 Year Ended March 31, 2022
+Added: The components of income (loss) before income taxes and other items consisted of the following:
+Added: Years Ended March 31,
2024 2023 2022
$ ( 17,697 ) $ ( 43,874 ) $ ( 68,489 )
+Added: 33,170 21,252 ( 10,875 )
Total $ 15,473 $ ( 22,622 ) $ ( 79,364 )
The details of the amount shown for income taxes in the consolidated statements of operations are as follows:
−Removed: Year Ended March 31, 2023 Year Ended March 31, 2022
+Added: Years Ended March 31,
2024 2023 2022
$ 5,319 $ 16,353 $ 12
+Added: State ( 59 ) 337 —
+Added: 24,385 17,593 16,515
Total Current 29,645 34,283 16,527
Federal 968 ( 592 ) ( 243 )
+Added: State ( 9 ) 2 —
( 3,323 ) 434 ( 3,644 )
1 unchanged sentence
Income tax expense $ 27,281 $ 34,127 $ 12,640
−Removed: (1) Primarily due to the Debt Exchange Transactions (as defined below).
+Added: (1) Current federal expense for fiscal year 2023 is primarily due to the Debt Exchange Transactions.
Refer to " Note 17.
Debt Arrangements " for further details regarding the Debt Exchange Transactions.
−Removed: 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.
+Added: The difference between income tax expense based on income (loss) 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:
−Removed: Year Ended March 31, 2023 Year Ended March 31, 2022
+Added: Years Ended March 31,
+Added: 2024 2023 2022
Tax benefit at U.S.
13 unchanged sentences
Change in valuation allowance (1)
+Added: 15,340 30,412 8,053
Other, net ( 219 ) 512 3,924
Income tax expense $ 27,281 $ 34,127 $ 12,640
−Removed: (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.
+Added: (1) The increase in valuation allowance, is presented without exchange effects and currency translation, for the years ended March 31, 2024, 2023, and 2022.
+Added: For the year ended March 31, 2023 the change in valuation allowance 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 17.
1 unchanged sentence
The following summarizes deferred tax assets (liabilities):
−Removed: March 31, 2023 March 31, 2022
Deferred tax assets:
1 unchanged sentence
Original issue discount (1)
+Added: 14,714 20,326
Reserves and accruals 21,662 25,734
Tax loss carryforwards 16,329 15,886
+Added: Unrealized exchange losses 5,961 —
+Added: Lease obligations 7,344 —
Other 10,290 5,686
5 unchanged sentences
Unremitted earnings of foreign subsidiaries $ ( 29,523 ) $ ( 29,045 )
−Removed: Derivative transactions ( 1,318 ) ( 2,790 )
−Removed: Intangible assets ( 1,884 ) ( 2,776 )
+Added: Right of use asset ( 7,956 ) —
Other ( 25 ) ( 6,650 )
1 unchanged sentence
Net deferred tax liability $ ( 737 ) $ ( 3,238 )
−Removed: (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.
+Added: (1) The increase 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 17.
Debt Arrangements " for further details regarding the Debt Exchange Transactions.
−Removed: The following summarizes the breakdown between deferred tax assets (liabilities):
−Removed: March 31, 2023 March 31, 2022
−Removed: Noncurrent asset $ 6,662 $ 6,498
−Removed: Noncurrent liability ( 9,900 ) ( 11,670 )
−Removed: Net deferred tax liability $ ( 3,238 ) $ ( 5,172 )
The following summarizes the change in the valuation allowance for deferred tax assets:
6 unchanged sentences
Balance at March 31, 2023 59,506
+Added: Changes to expenses 10,727
+Added: Changes to other comprehensive income 158
+Added: Balance at March 31, 2024 $ 70,391
+Added: (1) The increase in valuation allowance, which is presented without exchange effects and currency translation, for the years ended March 31, 2024, 2023, and 2022.
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.
1 unchanged sentence
Debt Arrangements " for further details regarding the Debt Exchange Transactions.
−Removed: The following summarizes the gross amount and expiration dates of our operating loss carryforwards at March 31, 2023:
−Removed: Expiration Date Amounts
−Removed: net operating loss and tax credit carryforwards 2024-2028 $ 20,927
−Removed: net operating loss and tax credit carryforwards Thereafter 5,170
−Removed: net operating loss and tax credit carryforwards Indefinite 31,899
−Removed: Total $ 57,996
+Added: As of March 31, 2024, the Company had foreign net operating loss carryforwards of $ 53,092 , of which $ 23,336 relates to jurisdictions with definite lived carryforward periods and $ 29,756 relates to jurisdictions with indefinite lived carryforward periods.
Under current U.S.
8 unchanged sentences
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.
−Removed: Loss Per Share
−Removed: The following summarizes the computation of loss per share:
−Removed: Year Ended March 31, 2023 Year Ended March 31, 2022
−Removed: Basic and diluted loss per share:
−Removed: Net loss attributable to Pyxus International, Inc.
+Added: Accounting for Uncertainty in Income Taxes
+Added: The following summarizes the changes to unrecognized tax benefits and related interest and penalties:
+Added: Years Ended March 31,
+Added: Balance at April 1 $ 16,085 $ 17,725
+Added: Increase (decrease) for prior year tax positions 6,392 1,449
+Added: Increase for current year tax positions 1,630 634
+Added: Reduction for settlements ( 4,662 ) ( 3,480 )
+Added: Impact of changes in exchange rates ( 2,553 ) ( 243 )
+Added: Balance at March 31 (1)
$ 16,892 $ 16,085
+Added: Accrued interest 2,065 1,753
+Added: Accrued penalties 2,372 1,447
+Added: Balance at March 31 (1)
+Added: $ 21,329 $ 19,285
+Added: (1) As of March 31, 2024, $ 17,742 would impact the Company's effective tax rate, if recognized.
+Added: Due to the Company’s global operations, numerous tax audits may be ongoing throughout the world at any point in time.
+Added: 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.
+Added: 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.
+Added: The Company will record additional income tax expense or benefit in the period in which such resolution occurs or if estimates or judgments change.
+Added: The Company believes it is reasonably possible that its unrecognized tax benefits may decrease by approximately $ 3,587 within the next twelve months as a result of lapses in statutes of limitations.
+Added: The Company and its subsidiaries file a U.S.
+Added: federal consolidated income tax return as well as returns in several U.S.
+Added: states and a number of foreign jurisdictions.
+Added: As of March 31, 2024, the Company’s earliest open tax year for U.S.
+Added: federal income tax purposes relate to tax periods ending in 2020.
+Added: Open tax years in state and foreign jurisdictions generally range from three to six years.
+Added: In applicable jurisdictions, the Company’s tax attributes from prior periods remain subject to adjustment.
+Added: Earnings (Loss) Per Share
+Added: The following summarizes the computation of earnings (loss) per share:
+Added: Years Ended March 31,
+Added: 2024 2023 2022
+Added: Basic and diluted earnings (loss) per share:
+Added: Net income (loss) attributable to Pyxus International, Inc.
+Added: $ 2,663 $ ( 39,141 ) $ ( 82,119 )
Weighted average number of shares outstanding 25,000 25,000 25,000
−Removed: Basic and diluted loss per share $ ( 1.57 ) $ ( 3.28 )
+Added: Basic and diluted earnings (loss) per share $ 0.11 $ ( 1.57 ) $ ( 3.28 )
+Added: Restricted Cash
+Added: The following summarizes the composition of restricted cash:
+Added: Compensating balance for short-term borrowings $ 516 $ 379
+Added: Escrow 2,647 1,472
+Added: Other 2,686 325
+Added: Total $ 7,224 $ 2,176
+Added: (1) See " Note 25.
+Added: Government Assistance " for additional information.
Inventories, Net
−Removed: 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 :
−Removed: March 31, 2023 March 31, 2022
+Added: The following summarizes the composition of inventories, net:
Processed tobacco $ 585,280 $ 498,398
5 unchanged sentences
The following summarizes the composition of advances to suppliers, net:
−Removed: March 31, 2023 March 31, 2022
Advances to tobacco suppliers, net $ 17,068 $ 38,111
10 unchanged sentences
Humble Juice's financial results are included in the Company's consolidated results through the transaction date within the All Other category .
−Removed: On the date of
−Removed: the transaction, Humble Juice's assets, liabilities, and equity components were eliminated from the Company's consolidated financial statements .
+Added: On the date of 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.
1 unchanged sentence
The following summarizes the Company's equity method investments as of March 31, 2024:
−Removed: Investee Name Location Primary Purpose The Company's Ownership Percentage Basis Difference (1)
+Added: Investee Name Location Primary Purpose Ownership Percentage Basis Difference (1)
Adams International Ltd.
3 unchanged sentences
China Brasil Tobacos Exportadora SA Brazil Purchase and process tobacco 49 % 43,000
−Removed: Oryantal Tutun Paketleme Turkey process tobacco 50 % ( 416 )
+Added: Oryantal Tütün Paketleme Sanayi ve Ticaret A.Ş.
+Added: Turkey Process tobacco 50 % ( 416 )
Purilum, LLC U.S.
3 unchanged sentences
The following summarizes aggregate financial information for these equity method investments:
+Added: Years Ended March 31,
+Added: 2024 2023 2022
Operations statement:
−Removed: Year Ended March 31, 2023 Year Ended March 31, 2022
Sales $ 505,262 $ 489,532 $ 292,777
3 unchanged sentences
Balance sheet:
−Removed: March 31, 2023 March 31, 2022
Current assets $ 542,702 $ 419,229
6 unchanged sentences
The following summarizes the Company's financial relationships with its unconsolidated variable interest entities:
−Removed: March 31, 2023 March 31, 2022
Investments in variable interest entities $ 94,609 $ 93,754
1 unchanged sentence
Guaranteed amounts to variable interest entities (not to exceed) 11,113 68,265
−Removed: Goodwill and Other Intangible Assets, Net
−Removed: The following summarizes the changes in the Company's goodwill and other intangible assets, net:
−Removed: Year Ended March 31, 2023
−Removed: Weighted Average Remaining Useful Life Beginning Carrying Amount, Net Amortization Expense Ending Intangible Assets, Net
+Added: Intangible Assets, Net and Goodwill
+Added: Intangible Assets, Net
+Added: The gross carrying amount and accumulated amortization of intangible assets consist of the following:
+Added: March 31, 2024
+Added: Weighted Average Remaining Useful Life Gross Carrying Amount Accumulated Amortization Intangible Assets, Net
Intangibles subject to amortization:
3 unchanged sentences
Total $ 50,349 $ ( 16,470 ) $ 33,879
−Removed: Year Ended March 31, 2022
−Removed: Weighted Average Remaining Useful Life Beginning Carrying Amount, Net Additions Amortization Expense Disposition of Humble Juice (1)
−Removed: Impairment (2)
−Removed: Ending Intangible Assets, Net
+Added: March 31, 2023
+Added: Weighted Average Remaining Useful Life Gross Carrying Amount Accumulated Amortization Intangible Assets, Net
Intangibles subject to amortization:
2 unchanged sentences
Trade names 11.4 years 11,300 ( 2,085 ) 9,215
−Removed: Intangibles not subject to amortization:
−Removed: Goodwill 36,853 — — ( 4,667 ) ( 32,186 ) —
Total $ 50,533 $ ( 11,961 ) $ 38,572
−Removed: (1) See " Note 10.
−Removed: Acquisitions and Dispositions " for additional information.
−Removed: (2) $ 372 of the impairment occurred during the three-month period ended December 31, 2021.
−Removed: The remaining $ 31,814 of impairment occurred during the three-month period ended March 31, 2022.
+Added: The following summarizes amortization expense for definite-lived intangible assets:
+Added: Years Ended March 31,
+Added: 2024 2023 2022
+Added: Amortization expense $ 4,631 $ 6,489 $ 5,461
+Added: The following summarizes the estimated intangible asset amortization expense for the next five years and beyond:
+Added: For Fiscal Years Ended Customer Relationships Technology (1)
+Added: Trade Names Total
+Added: 2025 $ 2,175 $ 1,550 $ 807 $ 4,532
+Added: 2026 2,175 1,448 807 4,430
+Added: 2027 2,175 1,490 807 4,472
+Added: 2028 2,175 1,543 807 4,525
+Added: 2029 2,175 741 807 3,723
+Added: Thereafter 7,432 392 4,373 12,197
+Added: Total $ 18,307 $ 7,164 $ 8,408 $ 33,879
+Added: (1) Estimated amortization expense for technology is based on costs accumulated as of March 31, 2024.
+Added: These estimates will change as new costs are incurred and until the software is placed into service.
During the year ended March 31, 2022, the Company performed its annual assessment of goodwill for its reporting units.
4 unchanged sentences
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:
−Removed: Year Ended March 31, 2022
+Added: Three months ended March 31, 2022
Leaf - Africa $ 8,341
5 unchanged sentences
Total* $ 31,814
−Removed: Other Intangible Assets, Net
−Removed: The following summarizes the estimated intangible asset amortization expense for the next five years and beyond:
−Removed: For Fiscal Years Ended Customer Relationships Technology (1)
−Removed: Trade Names Total
−Removed: 2024 $ 2,175 $ 1,659 $ 807 $ 4,641
−Removed: 2025 2,175 1,585 807 4,567
−Removed: 2026 2,175 1,465 807 4,447
−Removed: 2027 2,175 1,490 807 4,472
−Removed: 2028 2,175 1,543 807 4,525
−Removed: Thereafter 9,607 1,133 5,180 15,920
−Removed: Total $ 20,482 $ 8,875 $ 9,215 $ 38,572
−Removed: (1) Estimated amortization expense for technology is based on costs accumulated as of March 31, 2023.
−Removed: These estimates will change as new costs are incurred and until the software is placed into service.
+Added: *There was $ 372 of goodwill impairment recorded during the three months ended December 31, 2021.
The following summarizes lease costs for operating leases:
−Removed: Year Ended March 31, 2023 Year Ended March 31, 2022
+Added: Years Ended March 31,
+Added: 2024 2023 2022
Operating lease costs $ 16,028 $ 14,203 $ 14,752
2 unchanged sentences
The following summarizes weighted average information associated with the measurement of remaining operating leases:
−Removed: March 31, 2023 March 31, 2022
Weighted average remaining lease term 5.4 years 5.9 years
1 unchanged sentence
The following summarizes supplemental cash flow information related to operating leases:
−Removed: Year Ended March 31, 2023 Year Ended March 31, 2022
+Added: Years Ended March 31,
+Added: 2024 2023 2022
Cash paid for amounts included in the measurement of lease liabilities - operating cash flows used by operating leases $ 15,764 $ 13,607 $ 13,677
10 unchanged sentences
The following summarizes property, plant, and equipment, net:
−Removed: March 31, 2023 March 31, 2022
Land $ 29,144 $ 31,132
7 unchanged sentences
The following summarizes depreciation expense recorded in cost of goods and services sold and selling, general, and administrative expenses:
−Removed: Year Ended March 31, 2023 Year Ended March 31, 2022
+Added: Years Ended March 31,
+Added: 2024 2023 2022
Depreciation expense recorded in cost of goods and services sold $ 11,806 $ 10,132 $ 8,908
3 unchanged sentences
The following table summarizes the Company’s debt financing as of the dates set forth below:
−Removed: Interest March 31, 2023 March 31, 2022 Long Term Debt Repayment Schedule by Fiscal Year
+Added: Interest March 31, Long Term Debt Repayment Schedule by Fiscal Year
Rate 2024 2023 2025 2026 2027 2028 2029 Later
−Removed: Senior secured credit facilities:
+Added: Senior secured credit facility:
ABL Credit Facility 8.5 % (1)
$ — $ 25,000 $ — $ — $ — $ — $ — $ —
−Removed: DDTL Term Loans (2)
−Removed: — 107,832 — — — — — —
Senior secured notes:
8 unchanged sentences
132,819 133,393 — — — 132,819 — —
−Removed: Exit Facility Loans (7)
−Removed: — 219,500 — — — — — —
Other long-term debt 8.5 % (1)
157 504 47 110 — — — —
−Removed: Notes payable to banks (8)
+Added: Notes payable (6)
499,312 382,544 499,312 — — — — —
4 unchanged sentences
Long-term debt 497,734 618,430
−Removed: $ 618,505 $ 688,333
+Added: Total $ 518,028 $ 618,505
Letters of credit $ 5,070 $ 11,684
−Removed: (1) Weighted average rate for the twelve months ended March 31, 2023.
−Removed: 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.
−Removed: (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 .
−Removed: 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.
+Added: (1) Weighted average rate for the trailing twelve months ended March 31, 2024 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) On February 6, 2023, $ 260,452 of the 10.0 % Notes due 2024 were exchanged for 8.5 % Notes due 2027.
7 unchanged sentences
Total repayment at maturity is $ 130,550 .
−Removed: (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.
(6) Primarily foreign seasonal lines of credit.
1 unchanged sentence
ABL Credit Facility
−Removed: On February 8, 2022, our wholly owned subsidiary, Pyxus Holdings, Inc.
+Added: 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.
−Removed: ("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.
−Removed: 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.
+Added: ("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, which was subsequently amended on May 23, 2023 and October 24, 2023.
+Added: The ABL Credit Agreement establishes 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.
+Added: The ABL Credit Facility may be used for revolving credit loans and letters of credit from time to time up to a maximum principal amount of $ 120,000 , 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 $ 140,000 .
5 unchanged sentences
• applicable reserves.
−Removed: 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.
+Added: At March 31, 2024, no borrowings under the ABL Credit Facility were outstanding and $ 120,000 was available for borrowing under the ABL Credit Facility.
Weighted average borrowings outstanding under the ABL Credit Facility during the fiscal year ended March 31, 2024 were $ 48,833 .
The ABL Credit Facility permits both base rate borrowings and borrowings based upon the Bloomberg-Short-Term Bank Yield Index rate ("BSBY").
−Removed: 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.
−Removed: The ABL Credit Agreement was amended on May 23, 2023, which extended the maturity of the ABL Credit Facility to February 8, 2027.
−Removed: 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.
−Removed: Refer to " Note 27.
−Removed: Subsequent Events " for additional information.
+Added: 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 25.0 basis points if the outstanding borrowings equal or exceed $ 60,000 and 37.5 basis points if the outstanding borrowings are less than $ 60,000 .
+Added: The ABL Credit Facility matures on February 8, 2027.
+Added: As of March 31, 2024, there are no amounts outstanding under the ABL Credit Facility.
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.
3 unchanged sentences
Cash Dominion.
−Removed: 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
−Removed: in certain deposit accounts of the ABL Loan Parties, including concentration accounts, and will restrict the ABL Loan Parties’ ability to transfer cash from their concentration accounts to their disbursement accounts.
−Removed: Such cash dominion period (a "Dominion Period") shall end when (i) if arising as a result of a continuing event of default, such event of default ceases to exist, (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.
+Added: 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 the greater of $ 10,000 or 10 % of the lesser of total commitments under the ABL Credit Facility at such time and the borrowing base at such time, or (iii) Domestic Availability (as defined in the ABL Credit Agreement) being less than the greater of $ 20,000 or 20 % of the lesser of total commitments under the ABL Credit Facility at such time and the borrowing base at such time, the ABL Loan Parties will become subject to cash dominion, which will require
+Added: daily prepayment of loans under the ABL Credit Facility with the cash deposited in certain deposit accounts of the ABL Loan Parties, including concentration accounts, and will restrict the ABL Loan Parties’ ability to transfer cash from their concentration accounts to their disbursement accounts.
+Added: Such cash dominion period (a "Dominion Period") shall end when (i) if arising as a result of a continuing event of default, such event of default ceases to exist, (ii) if arising as a result of non-compliance with the Excess Availability threshold, no event of default is continuing and, for a period of 30 consecutive days, Excess Availability is equal to or greater than the greater of $ 10,000 or 10 % of the lesser of total commitments under the ABL Credit Facility and the borrowing base, or (iii) if arising as a result of Domestic Availability being less than the threshold, no event of default is continuing and, for a period of 30 consecutive days, Domestic Availability is greater than the greater of $ 20,000 or 20 % of the lesser of total commitments under the ABL Credit Facility and the borrowing base.
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.
17 unchanged sentences
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.
−Removed: 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;
+Added: 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
+Added: stock or preferred stock;
make investments;
20 unchanged sentences
On March 31, 2024, 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.
+Added: On March 21, 2024, Pyxus Holdings entered into an agreement (the "Debt Repurchase Agreement") with certain holders of its senior debt which included the right of Pyxus Holdings, at its option, to purchase from such holders $ 10,345 aggregate principal amount of the Pyxus Term Loans for $ 9,104 , a 12.0 % discount to par value, plus accrued and unpaid interest and specified customary fees.
+Added: On April 12, 2024, Pyxus Holdings exercised its right to purchase such Pyxus Term Loans.
+Added: Refer to " Note 29.
+Added: Subsequent Events " for additional information.
8.50 % Senior Secured Notes due 2027
13 unchanged sentences
On March 31, 2024, Pyxus Holdings and the guarantors of the 2027 Notes were in compliance with all covenants under the 2027 Notes Indenture.
+Added: Pursuant to the Debt Repurchase Agreement entered into on March 21, 2024, Pyxus Holdings agreed to purchase from the holders of its senior debt party to the Debt Repurchase Agreement $ 77,922 aggregate principal amount of the 2027 Notes for $ 60,000 , a 23.0 % discount to par value, plus accrued and unpaid interest and specified customary fees.
+Added: The Debt Repurchase Agreement also included the right of Pyxus Holdings, at its option, to purchase from such holders an additional $ 34,191 aggregate principal amount of the 2027 Notes for $ 26,327 , a 23.0 % discount to par value, plus accrued and unpaid interest and customary fees.
+Added: The purchase of $ 77,922 aggregate principal amount of the 2027 Notes pursuant to the Debt Repurchase Agreement was completed on March 28, 2024.
+Added: On April 12, 2024, Pyxus Holdings exercised its right under the Debt Repurchase Agreement to purchase such additional $ 34,191 aggregate principal amount of the 2027 Notes.
+Added: Refer to " Note 29.
+Added: Subsequent Events " for additional information.
Guarantees and Collateral
3 unchanged sentences
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.
+Added: On March 27, 2024, Alliance One International Tabak B.V.
+Added: was merged with and into Intabex.
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.
6 unchanged sentences
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.
−Removed: 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.
+Added: Pursuant to the terms of the
+Added: 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.
−Removed: New Secured Debt Intercreditor Agreement .
+Added: 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).
−Removed: 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
−Removed: 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).
+Added: 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 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.
−Removed: Refinanced Senior Secured Debt
−Removed: Exit ABL Credit Facility
−Removed: 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.
−Removed: 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.
−Removed: 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 .
−Removed: 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 .
−Removed: The amount available under the Exit ABL Credit Facility is limited by a borrowing base consisting of eligible accounts receivable and inventory as follows:
−Removed: • 85 % of eligible accounts receivable, plus
−Removed: • the lesser of (i) 70 % of eligible inventory valued at the lower of cost (based on a first-in first-out basis) and market value thereof (net of intercompany profits) or (ii) 85 % of the appraised net-orderly-liquidation value of eligible inventory.
−Removed: 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.
−Removed: DDTL Facility
−Removed: 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.
−Removed: (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.
−Removed: 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.
−Removed: 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.
−Removed: Amounts prepaid or repaid in respect of Initial DDTL Loans were not permitted to be reborrowed under the Initial DDTL Facility.
−Removed: 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 %.
−Removed: 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.
−Removed: 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).
−Removed: 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.
−Removed: Loan Repayment Date Exit Fee
−Removed: On or before September 30, 2021 1.0 %
−Removed: After September 30, 2021 and on or before December 31, 2021 2.5 %
−Removed: After December 31, 2021 and on or before March 31, 2022 3.5 %
−Removed: After March 31, 2022 5.0 %
−Removed: 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.
−Removed: ("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.
−Removed: 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.
−Removed: 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.
−Removed: The DDTL Credit Agreement further provided that amounts of principal that were prepaid may not be reborrowed under the DDTL Term Loan Facility.
−Removed: 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 %.
−Removed: 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.
−Removed: 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.
−Removed: The DDTL Term Loans were stated to mature on December 2, 2023.
−Removed: The DDTL Term Loans were exchanged upon consummation of the DDTL Facility Exchange on February 6, 2023.
−Removed: Exit Term Loan Credit Facility
−Removed: 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 .
−Removed: 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.
−Removed: 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.
−Removed: The Exit Term Loans were stated to mature on February 24, 2025.
−Removed: Pyxus Holdings’ obligations under the Exit Term Loan Credit Agreement (and certain related obligations) were (a) guaranteed by Pyxus Parent, Inc.
−Removed: and the Company, all of Pyxus Holdings’ material domestic subsidiaries and certain of Pyxus Holdings’ foreign subsidiaries, and each of Pyxus Holdings’ 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.
−Removed: 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
15 unchanged sentences
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.
−Removed: 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.
+Added: The holders of senior debt that are parties to the Debt Repurchase Agreement are funds affiliated with the Monarch Investor and of which the Monarch Investor is the investment advisor.
+Added: Refer to " Note 27.
+Added: Related Party Transactions " for additional information.
Other Outstanding Debt
14 unchanged sentences
At March 31, 2024, the total borrowing capacity under individual foreign seasonal lines of credit range up to $ 155,000 .
−Removed: 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.
+Added: At March 31, 2024 and 2023, the Company was permitted to borrow under foreign seasonal lines of credit, including letters of credit, up to a total of $ 776,756 and $ 716,080 , 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, 2024 and 2023 was 9.8 % and 6.8 %, respectively.
Certain of the foreign seasonal lines of credit with aggregate outstanding borrowings at March 31, 2024 and 2023 of $ 119,964 and $ 84,640 , respectively, are secured by trade receivables and inventories as collateral.
−Removed: At March 31, 2023 and 2022, respectively, $ 1,195 and $ 971 of cash was held on
−Removed: deposit as a compensating balance.
+Added: At March 31, 2024 and 2023, respectively, $ 516 and $ 379 of cash was held on deposit as a compensating balance.
At March 31, 2024, the Company and its subsidiaries were in compliance with the covenants associated with the short-term seasonal lines of credit.
Securitized Receivables
−Removed: The Company sells trade receivables to unaffiliated financial institutions under four accounts receivable securitization facilities, two of which are subject to annual renewal.
−Removed: Under the first facility, the Company continuously sells a designated pool of trade receivables to a special purpose entity, which sells 100 % of the receivables to an unaffiliated financial institution.
+Added: The Company sells trade receivables to unaffiliated financial institutions under various accounts receivable securitization facilities, two of which are subject to annual renewal.
+Added: Under the first facility, with Finacity Corporation (the "Finacity 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.
−Removed: The first facility requires a minimum level of deferred purchase price be retained by the Company in connection with the sales of the receivables to the unaffiliated financial institution.
+Added: This 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.
3 unchanged sentences
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.
−Removed: Following the sale and transfer of the receivables to the unaffiliated financial institution, the receivables are isolated from the Company and its affiliates, and effective control of the receivables is passed to the unaffiliated financial institution, which has all rights, including the right to pledge or sell the receivables.
+Added: Following the sale and transfer of the receivables to the
+Added: 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, 2024, the investment limit under the second facility was $ 110,000 of trade receivables.
−Removed: 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.
+Added: As servicer for the Finacity Facility and the second facility, 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, 2024 and 2023, trade receivables, net in the consolidated balance sheets has been reduced by $ 15,036 and $ 3,193 as a result of the net settlement, respectively.
+Added: As of March 31, 2024 and 2023, accrued expenses and other current liabilities in the consolidated balance sheets includes $ 10,279 and $ 0 of net payables for the Finacity Facility, respectively.
Refer to " Note 21.
Fair Value Measurements " for additional information.
−Removed: 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.
+Added: Under the other 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.
−Removed: As of March 31, 2023, the investment limits under the third and fourth facilities were variable based on qualifying sales.
+Added: As of March 31, 2024, the investment limits under these other 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:
−Removed: March 31, 2023 March 31, 2022
Receivables outstanding in facility $ 170,267 $ 173,979
3 unchanged sentences
The following summarizes the Company's cash purchase price and deferred purchase price:
−Removed: Year Ended March 31, 2023 Year Ended March 31, 2022
−Removed: Cash proceeds for the period ended:
+Added: Years Ended March 31,
+Added: 2024 2023 2022
+Added: Cash proceeds:
Cash purchase price $ 649,680 $ 696,404 $ 441,054
3 unchanged sentences
The following summarizes amounts guaranteed and the fair value of those guarantees:
−Removed: March 31, 2023 March 31, 2022
Amounts guaranteed (not to exceed) $ 97,411 $ 152,032
7 unchanged sentences
These contracts are for green tobacco purchases, processing costs, and selling, general, and administrative expenses.
−Removed: 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.
−Removed: 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.
+Added: The Company recorded a net gain of $ 6,356 , 6,764 , and $ 2,482 from its derivative financial instruments in cost of goods and services sold for the years ended March 31, 2024, 2023, and 2022, respectively.
As of March 31, 2024 and 2023, accumulated other comprehensive income includes $( 2,860 ) and $( 2,777 ), respectively, net of $ 1,021 and $ 1,690 of tax, respectively, for net unrealized (losses) and gains related to designated cash flow hedges.
As of March 31, 2024 and 2023, the Company recorded current derivative assets of $ 0 and $ 3,970 within other current assets, respectively.
−Removed: Dollar notional amount of derivative contracts outstanding as of March 31, 2023 and 2022 w as $ 63,622 and $ 61,690 , respec tively.
+Added: Refer to " Note 21.
+Added: Fair Value Measurements " for additional information.
+Added: The following summarizes the U.S.
+Added: Dollar notional amount of derivative contracts outstanding:
+Added: Dollar notional outstanding $ — $ 63,622
Fair Value Measurements
7 unchanged sentences
The following summarizes assets and liabilities measured at fair value on a recurring basis:
−Removed: March 31, 2023 March 31, 2022
Level 2 Level 3 Total Assets /
39 unchanged sentences
Settlements ( 154,659 ) ( 354 ) ( 4,801 )
−Removed: Additions — 305 —
Losses recognized in earnings ( 12,056 ) — ( 2,548 )
14 unchanged sentences
Defined Benefit Plans
−Removed: On November 19, 2021, the Compensation Committee of the Company's Board of Directors approved a resolution to terminate the Company's U.S.
−Removed: defined benefit pension plan ("U.S.
−Removed: Pension Plan").
−Removed: 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.
−Removed: Pension Plan's liabilities in preparation to purchase a group annuity contract to administer future payments to the remaining U.S.
+Added: The Company terminated one of its defined benefit pension plans in the United Kingdom ("U.K.
+Added: Pension Plan") during the year ended March 31, 2024.
+Added: Pension Plan was over-funded.
+Added: During the year ended March 31, 2024, the Company utilized the surplus assets to pay termination fees and received a $ 1,106 cash distribution from the plan termination.
+Added: The Company recorded a noncash pension settlement charge of $ 12,008 during the year ended March 31, 2024, which included the disposition of the U.K.
+Added: Pension Plan assets and the reclassification of $ 3,511 unrecognized net pension losses, net of $ 1,170 tax benefit,
+Added: within accumulated other comprehensive income into the Company's consolidated statements of operations.
+Added: The Company terminated one of its defined benefit pension plans in the United States ("U.S.
+Added: Pension Plan") during the year ended March 31, 2023.
+Added: 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.
+Added: Pension Plan liabilities that was used to purchase a group annuity contract to administer payments to the remaining U.S.
Pension Plan participants.
−Removed: 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.
−Removed: Termination of the U.S.
−Removed: Pension Plan occurred during the three-month period ended December 31, 2022.
+Added: The Company recorded a noncash pension settlement charge of $ 2,588 for the year ended March 31, 2023, which included the recognition of unrecognized net pension gains within accumulated other comprehensive income into the Company's consolidated statements of operations.
The following summarizes benefit obligations, plan assets, and funded status for the defined benefit pension plans:
Plans Non-U.S.
−Removed: Year Ended March 31, 2023
+Added: March 31, 2024
Benefit obligation, beginning $ 35,710 $ 44,671 $ 80,381
1 unchanged sentence
Interest cost 1,705 1,780 3,485
−Removed: Plan amendments — 139 139
−Removed: Actuarial gains ( 4,106 ) ( 10,220 ) ( 14,326 )
+Added: Actuarial (gains) losses ( 538 ) 7,743 7,205
Plan settlements — ( 29,957 ) ( 29,957 )
11 unchanged sentences
Plans Non-U.S.
−Removed: Year Ended March 31, 2022
+Added: March 31, 2023
Benefit obligation, beginning $ 62,797 $ 58,931 $ 121,728
1 unchanged sentence
Interest cost 1,711 1,564 3,275
+Added: Plan amendments — 139 139
Actuarial gains ( 4,106 ) ( 10,220 ) ( 14,326 )
13 unchanged sentences
Plans Non-U.S.
−Removed: March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
+Added: March 31, March 31,
+Added: 2024 2023 2024 2023
Noncurrent benefit asset recorded in other noncurrent assets $ — $ — $ 7,562 $ 13,731
4 unchanged sentences
Plans Non-U.S.
−Removed: March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
+Added: March 31, March 31,
+Added: 2024 2023 2024 2023
Information for pension plans with accumulated benefit obligation in excess of plan assets:
14 unchanged sentences
Total change for 2023 $ 1,472 $ 535 $ 2,007
+Added: Prior service credit $ ( 82 ) $ — $ ( 82 )
+Added: Net actuarial gains 5,883 1,992 7,875
+Added: Deferred taxes 831 ( 289 ) 542
+Added: Balance at March 31, 2023 $ 6,632 $ 1,703 $ 8,335
Prior service cost $ 50 $ — $ 50
1 unchanged sentence
Deferred taxes ( 940 ) 249 ( 691 )
+Added: Total change for 2024 $ 4,965 $ ( 534 ) $ 4,431
+Added: Prior service cost $ ( 32 ) $ — $ ( 32 )
+Added: Net actuarial gains 11,738 1,209 12,947
+Added: Deferred taxes ( 109 ) ( 40 ) ( 149 )
Balance at March 31, 2024 $ 11,597 $ 1,169 $ 12,766
1 unchanged sentence
Plans Non-U.S.
−Removed: March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
+Added: March 31, March 31,
+Added: 2024 2023 2022 2024 2023 2022
Discount rate 5.08 % 3.75 % 2.83 % 4.94 % 2.98 % 2.17 %
−Removed: Rate of increase in future compensation Not applicable Not applicable 7.31 % 5.28 %
−Removed: Expected long-term rate of return on plan assets Not applicable 5.75 % 2.16 % 2.12 %
−Removed: Interest crediting rate 4.28 % 4.25 % Not applicable Not applicable
+Added: Rate of increase in future compensation Not applicable Not applicable Not applicable 5.72 % 7.31 % 5.28 %
+Added: Expected long-term rate of return on plan assets Not applicable Not applicable 5.75 % 4.20 % 2.16 % 2.12 %
+Added: Interest crediting rate Not applicable 4.28 % 4.25 % Not applicable Not applicable Not applicable
The following weighted average assumptions were used to determine the benefit obligations for the pension plans:
Plans Non-U.S.
−Removed: March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
+Added: March 31, March 31,
+Added: 2024 2023 2022 2024 2023 2022
Discount rate 5.33 % 5.08 % 3.74 % 5.37 % 4.94 % 2.98 %
−Removed: Rate of increase in future compensation Not applicable Not applicable 5.72 % 7.31 %
−Removed: Interest crediting rate Not applicable 4.28 % Not applicable Not applicable
+Added: Rate of increase in future compensation Not applicable Not applicable Not applicable 10.42 % 5.72 % 7.31 %
+Added: Interest crediting rate Not applicable Not applicable 4.28 % Not applicable Not applicable Not applicable
The following summarizes asset allocations and the percentage of the fair value of plan assets by asset category:
−Removed: March 31, 2023 March 31, 2022
Asset category:
7 unchanged sentences
Pension Plans March 31, 2024
−Removed: Total Level 1 Level 2 Level 3
+Added: Total Level 1
Cash and cash equivalents $ 374 $ 374
3 unchanged sentences
International fixed income funds 2,477 2,477
−Removed: Insurance contracts 26,472 — 26,472 —
Real estate and other (1)
−Removed: 1,315 1,315 — —
Total $ 22,380 $ 22,380
+Added: (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.
Pension Plans March 31, 2023
3 unchanged sentences
International equities / equity funds 3,909 3,909 — —
−Removed: Global equity funds 1,748 1,748 — —
fixed income funds 5,364 5,364 — —
2 unchanged sentences
Real estate and other (1)
+Added: 1,315 1,315 — —
Total $ 52,027 $ 25,555 $ 26,472 $ —
(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.
−Removed: 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:
−Removed: March 31, 2023 March 31, 2022
−Removed: Fair Value Unfunded Commitments Redemption Frequency Redemption Notice Period Fair Value Unfunded Commitments Redemption Frequency Redemption Notice Period
−Removed: Real estate and other $ 1,315 None Quarterly 60 Days $ 3,907 None Quarterly 60 Days
Postretirement Health and Life Insurance Benefits
39 unchanged sentences
The following assumptions were used to determine postretirement benefit obligations:
−Removed: March 31, 2023 March 31, 2022
Plans Non-U.S.
−Removed: Plans Non-U.S.
+Added: March 31, March 31,
+Added: 2024 2023 2022 2024 2023 2022
Discount rate 5.35 % 5.09 % 3.75 % 9.72 % 10.58 % 9.50 %
6 unchanged sentences
The Company's contributions to the defined contribution plans are as follows:
−Removed: Year Ended March 31, 2023 Year Ended March 31, 2022
+Added: Years Ended March 31,
+Added: 2024 2023 2022
Contributions $ 4,395 $ 5,478 $ 4,589
17 unchanged sentences
The Company believes it has properly complied with Brazilian law and will contest any assessment through the judicial process.
−Removed: Should the Company lose in the judicial process, the loss of the intrastate trade tax credits would have a material impact on the financial statements of the Company.
+Added: Should the Company lose in the judicial process, the loss of the intrastate trade tax credits would have a material impact on the consolidated financial statements of the Company.
The Company also has local intrastate trade tax credits in the Brazil State of Rio Grande do Sul.
5 unchanged sentences
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.
−Removed: While the outcome of these matters cannot be predicted
−Removed: 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.
+Added: 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.
−Removed: Other Comprehensive Income
+Added: Other Comprehensive Income (Loss)
The following summarizes changes in each component of accumulated other comprehensive income, net of tax, attributable to the Company:
9 unchanged sentences
Balances at March 31, 2023 $ ( 6,392 ) $ 8,335 $ 3,572 $ 5,515
−Removed: The following summarizes derivative amounts reclassified from accumulated other comprehensive income to net loss:
−Removed: Affected Line Item in the Consolidated
−Removed: Year Ended March 31, 2023 Year Ended March 31, 2022 Statements of Operations
+Added: Other comprehensive income (loss) before reclassifications 700 ( 4,436 ) 1,698 ( 2,038 )
+Added: Amounts reclassified to net income, net of tax — 8,867 ( 4,558 ) 4,309
+Added: Other comprehensive income (loss), net of tax 700 4,431 ( 2,860 ) 2,271
+Added: Balances at March 31, 2024 $ ( 5,692 ) $ 12,766 $ 712 $ 7,786
+Added: The following summarizes amounts by component, reclassified from accumulated other comprehensive income (loss) to net income (loss):
+Added: Years Ended March 31, 2024 Affected Line Item in the Consolidated Statements of Operations
+Added: Pension and postretirement plans (1) :
+Added: Settlement loss $ 4,681 Loss on pension settlement
+Added: Actuarial loss 6,780 Interest expense
+Added: Amortization of prior service cost 4 Interest expense
+Added: Amounts reclassified from equity to the income statement, gross 11,465
+Added: Tax effects of amounts reclassified from accumulated other comprehensive income to net income ( 2,598 )
+Added: Amounts reclassified from equity to the income statement, net $ 8,867
+Added: (1) Amounts are included in net periodic benefit costs for pension and postretirement plans.
+Added: Years Ended March 31, Affected Line Item in the Consolidated Statements of Operations
+Added: 2024 2023 2022
Gain reclassified to cost of goods sold $ ( 6,356 ) $ ( 6,764 ) $ ( 2,672 )
2 unchanged sentences
Amounts reclassified from equity to the income statement, net $ ( 4,558 ) $ ( 4,527 ) $ ( 1,445 )
−Removed: Stock–Based Compensation
−Removed: On November 18, 2020, the Board of Directors of the Company adopted the Pyxus International, Inc.
−Removed: 2020 Incentive Plan (the "Incentive Plan"), which was approved at the 2021 annual meeting of shareholders on August 19, 2021.
+Added: Government Assistance
+Added: In fiscal year 2024, the Company partnered with the United States Agency for International Development ("USAID") to support programs that promote sustainable agriculture developments in certain markets.
+Added: In conjunction with this partnership, USAID awarded a total of $ 16,600 in grants to be received over a five-year period based on the achievement of certain agreed-upon milestones.
+Added: The grants awarded are governed by a fixed-amount cooperative agreement that outlines how the funds should be used, which includes providing crop financing to farmers, acquiring capital assets, and funding certain operating expenses to achieve desired outcomes.
+Added: As of March 31, 2024, the Company received $ 4,900 in cash grants from USAID.
+Added: Equity –Based Compensation
+Added: On March 21, 2024, the Board of Directors amended and restated the Incentive Plan to increase the number of shares of the Company's common stock authorized to be issued thereunder to 3,220 shares.
The Incentive Plan permits the grant of options, stock appreciation rights (or SARs), stock awards, stock unit awards, performance share awards, and incentive awards.
−Removed: The number of shares of the Company’s common stock eligible to be issued under the Incentive Plan is 2,200 shares.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: The awards outstanding at March 31, 2024 under the Incentive Plan are restricted stock units for an aggregate of 784 shares that become eligible for vesting, subject to continued employment in equal annual increments generally on March 31 of each year and stock units awarded to non-employee directors for an aggregate of 172 shares.
+Added: The performance-based restricted stock units provided for the issuance of shares based on satisfaction of performance criteria over a three-year measurement ended 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.
+Added: Each of such time-vesting and performance-based restricted stock units is subject to an additional condition to vesting (the "Listing Condition") 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, 2024, the vesting requirements for these awards were not probable to occur.
−Removed: As a result, no stock-based compensation expense was recognized in the years ended March 31, 2023 and 2022.
+Added: As a result, no equity-based compensation expense was recognized in the years ended March 31, 2024, 2023, and 2022.
Related Party Transactions
1 unchanged sentence
The following summarizes sales and purchases transactions with related parties:
−Removed: Year Ended March 31, 2023 Year Ended March 31, 2022
+Added: Years Ended March 31,
+Added: 2024 2023 2022
Sales $ 25,059 $ 22,695 $ 25,575
1 unchanged sentence
The Company included the following related party balances in its consolidated balances sheets:
−Removed: March 31, 2023 March 31, 2022
+Added: 2024 2023 Location in Consolidated Balance Sheet
Accounts receivable, related parties $ 50 $ 3,090 Other receivables
−Removed: Notes receivable, related parties — 1,431 Other receivables
Accounts payable, related parties 35,396 20,438 Accounts payable
2 unchanged sentences
As described in " Note 17.
−Removed: 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.
+Added: 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") entered into 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.
+Added: 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 .
+Added: 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.
+Added: 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.
+Added: The Exit Term Loans were exchanged upon consummation of the DDTL Facility Exchange and the Exit Facility Exchange on February 6, 2023.
+Added: 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.
+Added: (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.
+Added: 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.
+Added: 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.
+Added: 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 %.
+Added: 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.
+Added: 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") increasing in increments from 1.0 % for repayment on or before September 30, 2021 to 5.0 % for repayment after March 31, 2022 (whether prepaid voluntarily or paid following acceleration or at maturity).
+Added: 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., then 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.
+Added: ("AO Brazil"), which principally operates the Company’s leaf tobacco operations in Brazil, and (ii) Alliance One International Tabak B.V., which owned a 0.001 % interest of AO Brazil.
+Added: 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 payment of fees and expenses incurred in connection with repaying borrowings under the Initial DDTL Facility and incurring the DDTL Term Loans under the DDTL Credit Agreement.
+Added: 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.
+Added: 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 %.
+Added: 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.
+Added: 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.
+Added: The DDTL Term Loans were exchanged upon consummation of the DDTL Facility Exchange on February 6, 2023.
+Added: 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.
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.
−Removed: 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.
+Added: 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
+Added: $ 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, 2024 and 2023, includes $ 4,239 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.
−Removed: 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.
+Added: Interest expense as presented in the consolidated statements of operations includes $ 40,909 , $ 35,649 , and $ 32,579 for the years ended March 31, 2024, 2023, and 2022, respectively, that relates to the Investor-Affiliated Funds and CI Investments.
+Added: The holders of senior debt that are parties to the Debt Repurchase Agreement entered into on March 21, 2024 are funds affiliated with the Monarch Investor and of which the Monarch Investor is the investment advisor.
+Added: The Company paid a total of $ 62,339 , which includes payment for accrued and unpaid interest and specified customary fees, to purchase from such funds the $ 77,922 aggregate principal amount of 2027 Notes in the transaction pursuant to the Debt Repurchase Agreement completed on March 28, 2024.
+Added: The Debt Repurchase Agreement and the transactions contemplated thereby, including the exercise by Pyxus Holdings of its right to purchase the Pyxus Term Loans and additional 2027 Notes thereunder, 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.
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:
−Removed: Year Ended March 31, 2023 Year Ended March 31, 2022
+Added: Years Ended March 31,
+Added: 2024 2023 2022
Sales and other operating revenues:
2 unchanged sentences
Consolidated sales and other operating revenues $ 2,032,559 $ 1,914,881 $ 1,639,862
−Removed: Segment operating income:
+Added: Segment operating income (loss):
Leaf $ 153,207 $ 117,056 $ 106,159
18 unchanged sentences
Capital expenditures 13,565 2,390 15,955
−Removed: The following summarizes geographic sales and other operating revenues by destination of the product shipped:
−Removed: Year Ended March 31, 2023 Year Ended March 31, 2022
+Added: The following summarizes geographic information for sales and other operating revenues by destination of the product shipped:
+Added: Years Ended March 31,
+Added: 2024 2023 2022
Sales and Other Operating Revenues:
China $ 362,778 $ 338,174 $ 280,945
+Added: Indonesia 215,491 170,492 110,009
United States 192,745 220,266 209,953
United Arab Emirates 182,687 182,306 82,070
−Removed: Indonesia 170,492 110,009
156,085 132,456 89,748
−Removed: Northern Africa 52,428 52,539
+Added: South Korea 74,665 49,504 48,394
Russia 70,794 20,175 57,808
2 unchanged sentences
(1) The Belgium destination represents a customer-owned storage and distribution center from which the tobacco will be shipped on to manufacturing facilities.
−Removed: The following 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":
−Removed: Year Ended March 31, 2023 Year Ended March 31, 2022
−Removed: Philip Morris International Inc.
−Removed: China Tobacco International Inc.
+Added: The following summarizes the customers, including their respective affiliates, that account for 10% or more of total sales and other operating revenues for the respective periods, as indicated by an "x":
+Added: Years Ended March 31,
+Added: 2024 2023 2022
British American Tobacco x x
−Removed: The following summarizes geographic property, plant, and equipment by location:
−Removed: March 31, 2023 March 31, 2022
+Added: China National Tobacco Corporation x x x
+Added: Japan Tobacco International x
+Added: Philip Morris International Inc.
+Added: The following summarizes geographic information for property, plant, and equipment by location:
Property, Plant, and Equipment, Net:
−Removed: Malawi $ 31,213 $ 30,961
Brazil $ 31,455 $ 29,163
−Removed: United States 21,945 21,960
+Added: Malawi 28,400 31,213
Zimbabwe 22,861 21,703
+Added: United States 21,429 21,945
Other 11,565 12,006
3 unchanged sentences
Subsequent Events
−Removed: On May 23, 2023, the ABL Credit Agreement was amended to extend the maturity of the ABL Credit Facility to February 8, 2027.
+Added: Debt Repurchase
+Added: On April 12, 2024, Pyxus Holdings exercised its right under the Debt Repurchase Agreement to purchase from funds affiliated with the Monarch Investor $ 34,191 of aggregate principal amount of the 2027 Notes for $ 26,327 , a 23.0 % discount to par value, and $ 10,345 aggregate principal amount of the Pyxus Term Loans for $ 9,104 , a 12.0 % discount to par value.
+Added: On May 31, 2024, a total of $ 9,435 was paid to retire $ 10,345 of aggregate principal amount of the Pyxus Term Loans, and included payment for accrued and unpaid interest through the day prior to payment.
+Added: Equity-Based Compensation
+Added: On May 10, 2024, the time-vesting restricted stock units granted under the Incentive Plan that were outstanding at March 31, 2024 were amended to extend the period by which the Listing Condition must be satisfied for the vesting of such restricted stock units from March 31, 2028 to March 31, 2031 and to provide that the Listing Condition shall be deemed to be satisfied on March 31, 2031 notwithstanding that the Company’s common stock has not been listed by that date on a national securities exchange or on any foreign securities exchange and, upon the occurrence of a "Change in Control" (as defined in the Incentive Plan) as a result of a merger, consolidation, share exchange or sale of all or substantially all of the assets of the Company, such restricted stock units would vest.
+Added: On May 10, 2024, the performance-based restricted stock units granted under the Incentive Plan that were outstanding at March 31, 2024 were terminated upon certification that actual performance for the three-year period ended March 31, 2024 was below the threshold level for the issuance of any shares with respect to such restricted stock units.
+Added: Securitized Receivables
+Added: In May 2024, the investment limit of the Finacity Facility was increased from $ 100,000 to $ 120,000 of trade receivables and the existing arrangement was extended to May 31, 2025.
+Added: In May 2024, the investment limit of the second facility was increased from $ 110,000 to $ 130,000 of trade receivables and the existing arrangement was extended to April 1, 2025.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
2 unchanged sentences
We have audited the accompanying consolidated balance sheets of Pyxus International, Inc.
−Removed: 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").
−Removed: 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.
+Added: and subsidiaries (the "Company") as of March 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders' equity, and cash flows, for each of the three years in the period ended March 31, 2024, and the related notes (collectively referred to as the "financial statements").
+Added: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
21 unchanged sentences
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.
−Removed: 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.
3 unchanged sentences
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:
−Removed: • 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.
−Removed: • 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.
−Removed: • 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.
−Removed: 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.
+Added: • With the assistance of our income tax specialists, we read and evaluated management’s documentation, including relevant accounting policies, relevant authoritative tax literature, and information obtained by management from outside tax specialists and attorneys, that detailed the basis of uncertain tax positions.
+Added: • With the assistance of our income tax specialists, we evaluated management’s judgement of the appropriate unit of account for unrecognized tax benefits and audited the measurement calculations, as applicable.
+Added: • We challenged the reasonableness of management’s judgments regarding the future resolution of uncertain tax positions, through evaluating the technical merits of uncertain tax positions by considering how tax law, including statutes, regulations, and case law, impacted management’s judgments and through consideration of the Company’s history of settlements.
+Added: • For uncertain tax positions that had not been settled, we evaluated whether management had appropriately considered new information that could significantly change the recognition or measurement of uncertain tax positions through evaluation of correspondence with taxing authorities and evaluation of changes to issued guidance.
/s/ Deloitte & Touche LLP
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.