Cover
Cover - shares | 3 Months Ended | |
Jun. 30, 2021 | Jul. 31, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-13684 | |
Entity Registrant Name | Pyxus International, Inc. | |
Entity Incorporation, State or Country Code | VA | |
Entity Tax Identification Number | 85-2386250 | |
Entity Address, Address Line One | 8001 Aerial Center Parkway | |
Entity Address, City or Town | Morrisville, | |
Entity Address, State or Province | NC | |
Entity Address, Postal Zip Code | 27560 | |
City Area Code | 919 | |
Local Phone Number | 379-4300 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Bankruptcy Proceedings, Reporting Current | true | |
Entity Common Stock, Shares Outstanding | 24,999,947 | |
Entity Central Index Key | 0000939930 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||
Sales and other operating revenues | $ 333,290 | $ 262,809 |
Cost of goods and services sold | 291,170 | 243,183 |
Gross profit | 42,120 | 19,626 |
Selling, general, and administrative expenses | 33,845 | 60,757 |
Other income (expense), net | 162 | (2,392) |
Restructuring and asset impairment charges | 233 | 73 |
Operating income (loss) | 8,204 | (43,596) |
Debt retirement expense | 0 | 828 |
Interest expense, net | 26,840 | 30,507 |
Reorganization items, net | 0 | (26,866) |
Loss before income taxes and other items | (18,636) | (101,797) |
Income tax benefit | (8,439) | (8,168) |
(Loss) income from unconsolidated affiliates | (1,431) | 820 |
Net loss | (11,628) | (92,809) |
Net loss attributable to noncontrolling interests | (120) | (648) |
Net loss attributable to Pyxus International, Inc. | $ (11,508) | $ (92,161) |
Loss per share: | ||
Basic (in USD per share) | $ (0.46) | $ (9.24) |
Diluted (in USD per share) | $ (0.46) | $ (9.24) |
Weighted average number of shares outstanding: | ||
Basic (in shares) | 25,000 | 9,976 |
Diluted (in shares) | 25,000 | 9,976 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (11,628) | $ (92,809) |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation adjustment | 689 | (140) |
Pension and other postretirement benefit plans | 0 | 494 |
Cash flow hedges | 4,328 | (531) |
Total other comprehensive income (loss), net of tax | 5,017 | (177) |
Total comprehensive loss | (6,611) | (92,986) |
Comprehensive loss attributable to noncontrolling interests | (120) | (724) |
Comprehensive loss attributable to Pyxus International, Inc. | $ (6,491) | $ (92,262) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 |
Current assets | |||
Cash and cash equivalents | $ 79,593 | $ 92,705 | $ 172,795 |
Restricted cash | 2,538 | 4,619 | 2,649 |
Trade receivables, net | 198,241 | 175,912 | 159,392 |
Other receivables | 33,711 | 27,920 | 15,777 |
Inventories, net | 854,042 | 727,893 | 832,223 |
Advances to tobacco suppliers, net | 36,706 | 43,569 | 32,535 |
Recoverable income taxes | 10,894 | 4,781 | 16,873 |
Prepaid expenses | 35,217 | 29,532 | 30,836 |
Other current assets | 19,713 | 15,569 | 14,170 |
Total current assets | 1,270,655 | 1,122,500 | 1,277,250 |
Restricted cash | 389 | 389 | 389 |
Investments in unconsolidated affiliates | 85,651 | 96,356 | 57,479 |
Goodwill | 36,853 | 36,853 | 6,120 |
Other intangible assets, net | 49,935 | 51,417 | 64,957 |
Deferred income taxes, net | 10,179 | 7,063 | 0 |
Long-term recoverable income taxes | 4,167 | 4,133 | 2,628 |
Other noncurrent assets | 42,127 | 40,355 | 46,089 |
Right-of-use assets | 41,540 | 40,259 | 39,602 |
Property, plant, and equipment, net | 140,332 | 140,137 | 298,154 |
Total assets | 1,681,828 | 1,539,462 | 1,792,668 |
Current liabilities | |||
Notes payable to banks | 403,792 | 372,174 | 524,266 |
DIP financing | 0 | 0 | 131,700 |
Accounts payable | 88,807 | 125,876 | 103,853 |
Advances from customers | 29,631 | 12,120 | 26,130 |
Accrued expenses and other current liabilities | 91,426 | 71,656 | 91,989 |
Income taxes payable | 4,110 | 8,254 | 2,735 |
Operating leases payable | 8,961 | 9,529 | 10,978 |
Current portion of long-term debt | 2,686 | 2,122 | 273,524 |
Total current liabilities | 629,413 | 601,731 | 1,165,175 |
Long-term taxes payable | 6,703 | 7,623 | 7,623 |
Long-term debt | 669,793 | 551,235 | 3,238 |
Deferred income taxes | 14,254 | 12,944 | 25,603 |
Liability for unrecognized tax benefits | 15,883 | 14,835 | 12,229 |
Long-term leases | 31,843 | 29,508 | 25,121 |
Pension, postretirement, and other long-term liabilities | 66,610 | 67,646 | 73,869 |
Total liabilities not subject to compromise | 1,434,499 | 1,285,522 | 1,312,858 |
Total liabilities subject to compromise | 0 | 0 | 649,107 |
Total liabilities | 1,434,499 | 1,285,522 | 1,961,965 |
Commitments and contingencies | |||
Common Stock—no par value: | |||
Issued shares (25,000, 9,976, and 25,000, respectively) | 391,089 | 391,089 | 469,794 |
Retained deficit | (148,202) | (136,686) | (580,706) |
Accumulated other comprehensive loss | (1,716) | (6,733) | (59,233) |
Total stockholders’ equity (deficit) of Pyxus International, Inc. | 241,171 | 247,670 | (170,145) |
Noncontrolling interests | 6,158 | 6,270 | 848 |
Total stockholders’ equity (deficit) | 247,329 | 253,940 | (169,297) |
Total liabilities and stockholders’ equity | $ 1,681,828 | $ 1,539,462 | $ 1,792,668 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 |
Statement of Financial Position [Abstract] | |||
Common stock, no par value (in USD per share) | $ 0 | $ 0 | $ 0 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 | 250,000,000 |
Common stock, shares, issued (in shares) | 25,000,000 | 25,000,000 | 9,976,000 |
Condensed Statements of Consoli
Condensed Statements of Consolidated Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Retained Deficit | Currency Translation Adjustment | Pensions, Net of Tax | Derivatives, Net of Tax | Noncontrolling Interests |
Balance at beginning of period at Mar. 31, 2020 | $ (76,308) | $ 469,677 | $ (488,545) | $ (22,509) | $ (37,154) | $ 531 | $ 1,692 |
Statement of Consolidated Stockholders' Equity | |||||||
Net loss | (92,809) | (92,161) | (648) | ||||
Stock-based compensation | 117 | 117 | |||||
Dividends paid | (120) | (120) | |||||
Other comprehensive (loss) income, net of tax | (177) | (64) | 494 | (531) | (76) | ||
Balance at end of period at Jun. 30, 2020 | (169,297) | 469,794 | (580,706) | (22,573) | (36,660) | 0 | 848 |
Balance at beginning of period at Mar. 31, 2021 | 253,940 | 391,089 | (136,686) | (4,649) | 541 | (2,625) | 6,270 |
Statement of Consolidated Stockholders' Equity | |||||||
Net loss | (11,628) | (11,508) | (120) | ||||
Other | 0 | (8) | 8 | ||||
Other comprehensive (loss) income, net of tax | 5,017 | 689 | 4,328 | ||||
Balance at end of period at Jun. 30, 2021 | $ 247,329 | $ 391,089 | $ (148,202) | $ (3,960) | $ 541 | $ 1,703 | $ 6,158 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Operating Activities: | ||
Net loss | $ (11,628) | $ (92,809) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Depreciation and amortization | 4,066 | 10,026 |
Debt amortization/interest | 6,132 | 3,434 |
Loss (gain) on foreign currency transactions | 1,325 | (5,006) |
(Loss) income from unconsolidated affiliates, net of dividends | 10,567 | 4,359 |
Reorganization items, net | 0 | 15,703 |
Changes in operating assets and liabilities, net | (191,944) | (49,285) |
Other, net | (4,475) | 13,292 |
Net cash used by operating activities | (185,957) | (100,286) |
Investing Activities: | ||
Purchases of property, plant, and equipment | (3,815) | (5,002) |
Collections on beneficial interests on securitized trade receivables | 37,681 | 53,949 |
DIP loan to deconsolidated subsidiary | (5,229) | 0 |
Payments to acquire businesses, net of cash acquired | 0 | (4,805) |
Other, net | 1,017 | 33 |
Net cash provided by investing activities | 29,654 | 44,175 |
Financing Activities: | ||
Net proceeds and repayments from short-term borrowings | 29,015 | (19,517) |
Proceeds from long-term borrowings | 129 | 2,606 |
Debt issuance costs | (6,148) | (1,758) |
DIP financing fees | 0 | (9,085) |
Other, net | 0 | (384) |
Net cash provided by financing activities | 140,596 | 58,662 |
Effect of exchange rate changes on cash | 514 | 199 |
(Decrease) increase in cash, cash equivalents, and restricted cash | (15,193) | 2,750 |
Cash and cash equivalents at beginning of period | 92,705 | 170,208 |
Restricted cash at beginning of period | 5,008 | 2,875 |
Cash, cash equivalents, and restricted cash at end of period | 82,520 | 175,833 |
Other information: | ||
Cash paid for income taxes, net | 4,871 | 2,173 |
Cash paid for interest, net | 15,856 | 17,900 |
Cash paid for reorganization items | 0 | 2,078 |
Noncash investing activities: | ||
Noncash amounts obtained as a beneficial interest in exchange for transferring trade receivables in a securitization transaction | 38,498 | 47,120 |
DIP Facility | ||
Financing Activities: | ||
Proceeds from DIP facility | 0 | 131,700 |
DDTL Facility | ||
Financing Activities: | ||
Proceeds from DIP facility | 117,600 | 0 |
Revolving Loans Facilities | ||
Financing Activities: | ||
Repayment of revolving loans facilities | $ 0 | $ (44,900) |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Significant Accounting Policies The accompanying condensed consolidated financial statements represent the consolidation of Pyxus International, Inc. (the "Company" or "Pyxus") and all companies that Pyxus directly or indirectly controls, either through majority ownership or otherwise. The terms the “Company,” “Pyxus,” “we,” or “us” when used with respect to periods commencing prior to the effectiveness of the Plan (as defined below), refer to Old Pyxus (as defined below), unless the context would indicate otherwise. These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include the information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of management, the normal and recurring adjustments necessary for fair statement of financial position, results of operations, and cash flows at the dates and for the periods presented have been included. Intercompany accounts and transactions have been eliminated. These condensed consolidated interim financial statements should be read in conjunction with the Company's consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the fiscal year ended March 31, 2021 filed on June 29, 2021. Due to the seasonal nature of the Company’s business, the results of operations for a fiscal quarter are not necessarily indicative of the operating results that may be attained for other quarters or a full fiscal year. The Company applied Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 852 – Reorganizations (“ASC 852”) in preparing the condensed consolidated financial statements. For periods subsequent to the commencement of the Chapter 11 Cases (as defined below), ASC 852 requires distinguishing transactions associated with the reorganization separate from activities related to the ongoing operations of the business. Upon the effectiveness of the Plan and the emergence of the Debtors (as defined below) from the Chapter 11 Cases, the Company determined it qualified for fresh start reporting under ASC 852, which resulted in the Company becoming a new entity for financial reporting purposes on the Effective Date (as defined below). The Company elected to apply fresh start reporting using a convenience date of August 31, 2020 (the “Fresh Start Reporting Date”). The Company evaluated and concluded that the events between the Effective Date (as defined below) and the Fresh Start Reporting Date were not material to the Company's financial reporting on both a quantitative or qualitative basis. See “ Note 4. Fresh Start Reporting ” for additional information. Due to the application of fresh start reporting, the pre-emergence and post-emergence periods are not comparable. The lack of comparability is emphasized by the use of a “black line” to separate the Predecessor and Successor periods in the condensed consolidated financial statements and footnote tables. References to “Successor” relate to our financial position after August 31, 2020 and results of operations for periods commencing after August 31, 2020. References to “Predecessor” relate to our financial position on or before August 31, 2020 and results of operations for periods ending on or before August 31, 2020. Bankruptcy Proceedings On June 15, 2020 (the "Petition Date"), Old Holdco, Inc. (then named Pyxus International, Inc.) (“Old Pyxus”) and its then subsidiaries Alliance One International, LLC, Alliance One North America, LLC, Alliance One Specialty Products, LLC, and GSP Properties, LLC (collectively, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) under Chapter 11 of the United States Bankruptcy Code with the Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) to implement a prepackaged Chapter 11 plan of reorganization to effectuate a financial restructuring (the “Restructuring”) of Old Pyxus’ secured debt. On August 21, 2020, the Bankruptcy Court issued an order (the “Confirmation Order”) confirming the Amended Joint Prepackaged Chapter 11 Plan of Reorganization (the “Plan”) filed by the Debtors in the Chapter 11 Cases. On August 24, 2020 (the “Effective Date”), the Plan became effective in accordance with its terms, and the Debtors emerged from the Chapter 11 Cases. In connection with the satisfaction of the conditions to effectiveness as set forth in the Confirmation Order and the Plan, Old Pyxus completed a series of transactions pursuant to which the business assets and operations of Old Pyxus were vested in a new Virginia corporation, Pyxus Holdings, Inc., which is a subsidiary of the Company. Pursuant to the Confirmation Order and the Plan, at the effectiveness of the plan all outstanding shares of common stock, and rights to acquire the common stock, of Old Pyxus were cancelled and the shares of common stock of the Company were delivered to certain creditors of Old Pyxus. See “ Note 3. Emergence from Voluntary Reorganization under Chapter 11 ” for additional information. Reclassifications Certain prior period amounts relating to balances with related parties have been reclassified to conform to the current year presentation in the condensed consolidated balance sheets. See " Note 23. Related Party Transactions " for additional information. |
New Accounting Standards
New Accounting Standards | 3 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
New Accounting Standards | New Accounting Standards Recently Adopted Accounting Pronouncements In December 2019, the FASB issued Accounting Standards Update ("ASU") No. 2019-12, Simplifying the Accounting for Income Taxes . ASU 2019-12 eliminates certain exceptions related to the approach for intra-period tax allocations, the methodology for calculating income taxes during interim periods when there are changes in tax laws or when year-to-date losses exceed anticipated losses, and the recognition of deferred tax liabilities for outside basis differences in foreign investments. This guidance also simplifies aspects of the accounting for franchise taxes that are partially based on income, separate financial statements of legal entities not subject to tax, and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The guidance became effective for the Company on April 1, 2021. The adoption of this new accounting standard did not have a material impact on the Company's financial condition, results of operations, cash flows, or disclosures. |
Emergence from Voluntary Reorga
Emergence from Voluntary Reorganization under Chapter 11 | 3 Months Ended |
Jun. 30, 2021 | |
Reorganizations [Abstract] | |
Emergence from Voluntary Reorganization under Chapter 11 | Emergence from Voluntary Reorganization under Chapter 11 Bankruptcy Proceedings On June 15, 2020, the Debtors filed voluntary petitions under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court for the District of Delaware to implement a prepackaged Chapter 11 plan of reorganization in order to effectuate a financial restructuring of the Debtors’ debt. Liabilities Subject to Compromise Pre-petition liabilities that have been allowed as claims in the Chapter 11 Cases are classified as liabilities subject to compromise within the condensed consolidated balance sheets, and include the following as of June 30, 2020: Predecessor Liabilities subject to compromise: Debt subject to compromise $ 635,686 Accrued interest on debt subject to compromise 13,421 $ 649,107 Reorganization Items Expenditures, gains, and losses that are realized or incurred by the Debtors subsequent to the Petition Date and as a direct result of the Chapter 11 Cases are reported as reorganization items, net in the condensed consolidated statements of operations, and include the following for the three months ended June 30, 2020: Predecessor Reorganization Items: Professional fees $ (2,573) United States trustee fees (518) Write-off of unamortized debt issuance costs and discount (4,020) DIP financing fees (19,755) $ (26,866) Summary Features of the Plan of Reorganization On the Effective Date, the Plan became effective in accordance with its terms, and the Debtors emerged from the Chapter 11 Cases. In connection with the satisfaction of the conditions to effectiveness as set forth in the Confirmation Order and the Plan, Old Pyxus completed a series of transactions pursuant to which the business assets and operations of Old Pyxus were vested in a new Virginia corporation, Pyxus Holdings, Inc. (“Pyxus Holdings”), which is a subsidiary of the Company. Under the Plan, all suppliers, vendors, employees, trade partners, foreign lenders, and landlords were unimpaired and were satisfied in full in the ordinary course of business, and the existing trade and customer contracts and terms of Old Pyxus were maintained by the Company and its subsidiaries. Commencing upon the Effective Date, the Company, through its subsidiaries, continued to operate in the ordinary course the business formerly operated by Old Pyxus. Old Pyxus, which retained no assets, has commenced a dissolution process and is being wound down. Treatment of Claims and Interests The Plan treated claims against and interest in Old Pyxus upon the effectiveness of the Plan as follows: • Other Secured Claims (as defined in the Plan) were either (i) paid in full in cash, (ii) satisfied by delivery of collateral securing any such Claim (as defined in the Plan) and payment of any required interest, or (iii) reinstated. • Other Priority Claims (as defined in the Plan) were paid in full in cash. • Holders of First Lien Notes Claims (as defined in the Plan) received (i) payment in full in cash of all accrued and unpaid interest on such First Lien Notes, and (ii) the Notes (as defined below). • Holders (as defined in the Plan) of Second Lien Notes Claims (as defined in the Plan) received, at the Holder’s election, (i) their pro rata share of the Company's common stock distributed in connection with the effectiveness of the Plan or (ii) cash equal to 2.00% of the principal amount of all Second Lien Notes beneficially owned by such Holder. • Lenders under Foreign Credit Lines (as defined in the Plan) were paid in the ordinary course of business in accordance with the terms of the relevant agreement. • General Unsecured Claims (as defined in the Plan) were paid in the ordinary course of business. • The existing common stock, and rights to acquire common stock, of Old Pyxus was discharged, cancelled, released, and extinguished and of no further force or effect. Third-Party Releases Upon the effectiveness of the Plan, certain Holders of Claims and Interests (as such terms are defined in the Plan) with respect to the Debtors, except as otherwise specified in the Plan or Confirmation Order, were deemed to release and discharge the Released Parties (as defined in the Plan) from certain claims, obligations, rights, suits, damages, causes of action and liabilities in connection with the Chapter 11 Cases. Transactions in Connection with Emergence As contemplated by the Plan, certain transactions were effected on or prior to the effectiveness of the Plan, including the following: • Three new Virginia corporations (i.e., the Company (then known as “Pyxus One, Inc.”), Pyxus Parent, Inc. and Pyxus Holdings) were organized. • Pyxus Parent, Inc. issued all of its equity interests to the Company in exchange for 25,000 shares of common stock, no par value, of the Company (such common stock is referred to as “New Common Stock” and the 25,000 shares of which are referred to as the “Equity Consideration”). Pyxus Holdings then issued all of its equity interests to Pyxus Parent, Inc. in exchange for the Equity Consideration. • Pyxus Holdings entered into the ABL Credit Agreement (as defined below) to borrow cash under the ABL Credit Facility (as defined below) which together with cash on-hand was sufficient to fund (1) the distributions to holders of Allowed Second Lien Notes Claims (as defined in the Plan) that elected to take the Second Lien Notes Cash Option (as defined in the Plan) and (2) the Existing Equity Cash Pool (as defined in the Plan) (collectively such amount of cash is referred to as the “Cash Consideration”). • Pursuant to an Asset Purchase Agreement, Old Pyxus transferred to Pyxus Holdings all of its assets (including by assuming and assigning all of Old Pyxus’ Executory Contracts and Unexpired Leases (as such terms are defined in the Plan) to Pyxus Holdings in accordance with the Plan, other than those Executory Contracts and Unexpired Leases that were rejected) and Pyxus Holdings assumed all of Old Pyxus’ obligations that are not discharged under the Plan (including all of Old Pyxus’ obligations to satisfy Allowed Administrative Claims, Allowed Professional Fee Claims, Allowed Other Secured Claims, Allowed Other Priority Claims, Allowed Foreign Credit Line Claims, Allowed General Unsecured Claims, Allowed Debtor Intercompany Claims, and Allowed Debtor Intercompany Claims as set forth in the Plan (as such terms are defined in the Plan)) in exchange for (i) Pyxus Holdings transferring the Equity Consideration to Old Pyxus, (ii) Pyxus Holdings transferring the Cash Consideration to Old Pyxus, (iii) Pyxus Holdings issuing the Notes (as defined below) under the Indenture (as defined below) which, on behalf of Old Pyxus, was issued to the Holders of Allowed First Lien Notes Claims (as defined in the Plan) as set forth in the Plan, and (iv) Pyxus Holdings issuing the Term Loans (as defined below) under the Term Loan Credit Facility (as defined below) which, on behalf of Old Pyxus, was issued to the holders of the DIP Facility Claims (as defined in the Plan) as set forth in the Plan. In addition to the transfer of assets to Pyxus Holdings, Pyxus Holdings made an offer of employment to all employees of Old Pyxus and all such employees became employed by Pyxus Holdings, or a designated subsidiary, upon the effectiveness of the Plan on the same terms and conditions existing immediately prior to the effectiveness of the Plan. • The Company and Pyxus Parent, Inc., along with each applicable subsidiary of the Company, guaranteed the Notes, the Term Loan Credit Facility, and the ABL Credit Facility. • Old Pyxus provided for the distribution of (i) the Notes to the Holders of Allowed First Lien Notes Claims pursuant to the Plan, (ii) approximately 12,500 shares of New Common Stock to Holders of Allowed Second Lien Notes Claims (as defined in the Plan) that elected to receive New Common Stock under the Second Lien Notes Stock Option (as defined in the Plan) pursuant to the Plan, (iii) cash to the Holders of Allowed Second Lien Notes Claims that elected to take or are deemed to elect to take the Second Lien Notes Cash Option (as defined in the Plan), (iv) cash to the Qualifying Holders (as defined in the Plan) of the common stock of Old Pyxus pursuant to the Plan, (v) the Term Loans under the Term Loan Credit Facility and approximately 11,100 shares of New Common Stock to the Holders of the DIP Facility Claims pursuant to the Plan, and (vi) approximately 1,400 shares of New Common Stock in satisfaction of the Second Lien Notes RSA Fee Shares (as defined in the Plan) and in satisfaction of the Backstop Fee Shares (as defined in the Plan) to the persons entitled thereto pursuant to the terms and conditions of the Restructuring Support Agreement, dated June 14, 2020, by and among Old Pyxus and certain of its creditors party thereto, which was filed as Exhibit 10.1 • Old Pyxus changed its name to Old Holdco, Inc., and the Company changed its name to Pyxus International, Inc. • The Company elected a board of directors, initially comprising J. Pieter Sikkel, Holly Kim, and Patrick Fallon, and appointed as its officers the individuals serving as officers of Old Pyxus to the same offices held immediately prior to the effectiveness of the Old Plan. The Company as Successor Issuer As a result of these transactions, the Company is deemed to be the successor issuer to Old Pyxus under Rule 12g‑3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, the shares of New Common Stock were deemed to be registered under Section 12(g) of the Exchange Act and the Company was thereby deemed to be subject to the informational requirements of the Exchange Act, and the rules and regulations promulgated thereunder and, in accordance therewith, is required to file reports and other information with the Securities and Exchange Commission. ABL Credit Facility On the Effective Date, Pyxus Holdings entered into an Exit ABL Credit Agreement (the “ABL Credit Agreement”), dated as of August 24, 2020 by and among, amongst others, Pyxus Holdings, certain lenders party thereto and Wells Fargo Bank, National Association, as administrative agent and collateral agent to establish an asset-based revolving credit facility (the “ABL Credit Facility”). A detailed description of the ABL Credit Agreement and ABL Credit Facility is included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2021. See "Note 16. Debt Arrangements" for additional information with respect to the ABL Credit Agreement and the ABL Credit Facility. Term Loan Credit Facility On the Effective Date, Pyxus Holdings entered into an Exit Term Loan Credit Agreement (the “Term Loan Credit Agreement”), dated as of August 24, 2020 by and among, amongst others, Pyxus Holdings, certain lenders party thereto and Alter Domus (US) LLC, as administrative agent and collateral agent to establish a term loan credit facility in an aggregate principal amount of approximately $213,400 (the “Term Loan Credit Facility”). A detailed description of the Term Loan Credit Agreement and Term Loan Credit Facility is included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2021. See "Note 16. Debt Arrangements" for additional information with respect to the Term Loan Credit Agreement and the Term Loan Credit Facility. Senior Secured First Lien Notes On the Effective Date, Pyxus Holdings issued approximately $280,800 in aggregate principal amount of its 10.00% Senior Secured First Lien Notes due 2024 (the “Notes”) to holders of Allowed First Lien Notes Claims (as defined in the Plan) pursuant to an Indenture (the “Indenture”) dated as of the Effective Date among Pyxus Holdings, the initial guarantors party thereto, and Wilmington Trust, National Association, as trustee, and collateral agent. A detailed description of the Notes and the Indenture is included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2021. See "Note 16. Debt Arrangements" for additional information with respect to the Notes and the Indenture. Shareholders Agreement On August 24, 2020, the Company entered into a Shareholders Agreement (the “Shareholders Agreement”), among the Company and the investors listed therein, each other beneficial owner of the Company's common stock as of the date of the Shareholder Agreement deemed to be a party thereto pursuant to the Plan and other persons that may from time to time become parties thereto (collectively, the “Investors”). The Shareholders Agreement provides that each of Glendon Capital Management, L.P. (together with its affiliates, the “Glendon Investor”) and Monarch Alternative Capital LP (together with its affiliates, the “Monarch Investor”) shall be entitled to nominate two individuals to serve on the seven-member board of directors of the Company so long as it beneficially owns at least 20% of the outstanding shares of the Company's common stock, or one individual to serve as such a director if it beneficially owns fewer than 20% of the outstanding shares but at least 10% of the outstanding shares. The Shareholders Agreement provides that the Investors shall take all necessary action to elect such nominees of each of the Glendon Investor and the Monarch Investor as directors, as well as the election of the chief executive officer of the Company as a director and other individuals qualifying as independent directors to be selected by Investors that beneficially own 5% or more of the outstanding shares of common stock of the Company, as determined by a majority of the shares of the Company's common stock beneficially owned by such Investors. The Shareholders Agreement provides that the chairperson of the board of directors of the Company is to be elected by a majority of the directors that had been nominated by the Glendon Investor (the “Glendon Directors”) and those that had been nominated by the Monarch Investor (the “Monarch Directors”), with the chairperson of such board to be elected by the board of directors of the Company if the Glendon Directors and Monarch Directors are together fewer than three in number or fail to appoint a chairperson. The Shareholders Agreement also includes provisions for the removal and replacement of the Glendon Directors at the request of the Glendon Investor and the removal and replacement of the Monarch Directors at the request of the Monarch Director, as well as provisions with respect to the calling and quorum of meetings of the board of directors of the Company, membership of committees of the board of directors of the Company, and compensation and insurance of members of the board of directors of the Company. The Shareholders Agreement also provides for tag-along rights for Investors beneficially owning 1% or more of the outstanding shares of the Company's common stock (the “1% Investors”) upon the transfer by an Investor or group of Investors of 20% or more of the outstanding shares of the Company's common stock, drag-along rights upon the transfer of shares by an Investor or group of Investors of 50% or more of the outstanding shares of the Company's common stock, rights of first offer with respect to the transfer by an Investor, subject to certain exceptions, of 1% or more of the outstanding shares of the Company common stock, pre-emptive rights to the 1% Investors upon issuance of new securities by the Company, and demand and piggyback registration rights. The Shareholders Agreement includes the agreement of the Investors not to transfer shares of common stock of the Company (i) in violation of federal and state securities laws, (ii) in a transfer that would cause the Company to be regarded as an “investment company” under the Investment Company Act of 1940, as amended, (iii) in a transfer, at any time that the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, that would cause the number of holders of the Company's common stock to exceed specified thresholds, or (iv) in a transfer that is, to the knowledge of the transferor after reasonable inquiry, (A) to any specified competitor of the Company (B) or to a person that would become either a beneficial owner of 5% of the outstanding common stock of the Company or a “5-percent shareholder” within the meaning of Section 382 of the Internal Revenue Code and the regulations promulgated thereunder (collectively, a “5% Holder”). The Shareholders Agreement provides that the board of directors may waive these restrictions, provided that any waiver of the restriction with respect to a person that would become a 5% Holder upon such transfer may be waived only if the transferee enters into a joinder agreeing to be bound by the Shareholders Agreement. In connection with the emergence from Chapter 11 Cases, the Company qualified for fresh start reporting as (i) the holders of existing voting shares of the Predecessor received less than 50% of the voting shares of the Successor Company and (ii) the preliminary reorganization value of the Company's assets immediately prior to confirmation of the Plan was less than the post-petition liabilities and allowed claims. In accordance with ASC 852, with the application of fresh start reporting, the Company allocated the preliminary reorganization value to its individual assets and liabilities based on their estimated fair values. The Effective Date estimated fair values of certain of the Company's assets and liabilities differed materially from their recorded values as reflected on the historical balance sheets. Reorganization Value The reorganization value represents the fair value of the Company’s total assets before considering liabilities and is intended to approximate the amount a willing buyer would pay for the Company’s assets immediately after restructuring. The reorganization value was derived from the enterprise value, which represents the estimated fair value of an entity’s long-term debt and equity. As set forth in the Plan, the enterprise value (excluding cash) of the Company was estimated to be in the range of $1,251,000 to $1,524,000 with a midpoint of $1,388,000. The Company estimated its enterprise value to be $1,252,379, which is near the low point of the range. The Company believes utilizing an estimated enterprise value near the low point of the range is appropriate due to the identification of Level 1 trading activity that indicated the estimated enterprise value was near the low point of the range, the Company's performance lagging behind plan (due in part to the continued impact of the COVID-19 pandemic), and the utilization of an increased discount rate for the Other Products and Services long-term projections. The estimated enterprise value is not necessarily indicative of actual value or financial results. Changes in the economy or the financial markets could result in a different estimated enterprise value. The calculated enterprise value relies on the three methodologies listed below collectively. The actual value of the business is subject to certain uncertainties and contingencies that are difficult to predict and will fluctuate with changes in various factors affecting the financial conditions and prospects of the business. The following reconciles the estimated enterprise value to the estimated fair value of the Successor common stock as of the Fresh Start Reporting Date: Enterprise value, excluding cash $ 1,252,379 Plus: cash, cash equivalents, and restricted cash 117,587 Less: fair value of debt (974,205) Fair value of Successor stockholders’ equity $ 395,761 Shares issued upon emergence 25,000 Per share value $ 15.83 The following reconciles estimated enterprise value to the reorganization value of the Successor assets to be allocated to individual assets as of the Fresh Start Reporting Date: Enterprise value, excluding cash $ 1,252,379 Plus: cash, cash equivalents, and restricted cash 117,587 Plus: working capital liabilities 170,905 Plus: other operating liabilities 54,700 Plus: non-operating liabilities 113,954 Reorganization value of Successor assets $ 1,709,525 With the assistance of financial advisors, the Company determined the estimated enterprise value and the corresponding estimated equity value of the Successor by considering various valuation methods, including (i) discounted cash flow method, (ii) guideline public company method, and (iii) selected transaction analysis method. In order to estimate the enterprise value using the discounted cash flow analysis approach, the Company’s estimated future cash flow projections through 2024, plus a terminal value calculated using a capitalization rate applied to normalized cash flows were discounted to an assumed present value using our estimated weighted average cost of capital (12%), which represents the internal rate of return. The identified intangible assets of $70,999, which principally consisted of trade names, technology, licenses, and customer relationships, were also valued with the assistance of financial advisors and were estimated based on either the relief-from-royalty or multi-period excess earnings methods. Significant assumptions included discount rates and certain assumptions that form the basis of the forecasted results such as revenue growth rates, margins, customer attrition, and royalty rates. Some of these estimates are inherently uncertain and may be affected by future economic and market conditions. Condensed Consolidated Balance Sheet The adjustments set forth in the following condensed consolidated balance sheet as of August 31, 2020 reflect the effects of the transactions contemplated by the Plan and executed on the Fresh Start Reporting Date (reflected in the column entitled “Reorganization Adjustments”) as well as the fair value and other required accounting adjustments resulting from the adoption of fresh start reporting (reflected in the column entitled “Fresh Start Reporting Adjustments”). (in thousands) As of August 31, 2020 Fresh Start Reporting Adjustments Predecessor Reorganization Adjustments As Reported at September 30, 2020 As Adjusted at December 31, 2020 Successor Assets Current assets Cash and cash equivalents $ 111,427 $ (18,289) (1) $ — $ — $ 93,138 Restricted cash 2,949 21,500 (2) — — 24,449 Trade receivables, net 152,309 — — — 152,309 Other receivables 13,227 — — — 13,227 Accounts receivable, related parties 2,780 — — — 2,780 Inventories, net 861,851 — — — 861,851 Advances to tobacco suppliers, net 44,061 — — — 44,061 Recoverable income taxes 5,830 — — — 5,830 Prepaid expenses 34,350 — — — 34,350 Other current assets 15,059 — — — 15,059 Total current assets 1,243,843 3,211 — — 1,247,054 Restricted cash 389 — — — 389 Investments in unconsolidated affiliates 54,460 — 13,291 30,531 (13) 84,991 Goodwill 6,120 — 48,756 31,815 (14) 37,935 Other intangible assets, net 64,924 — 1,596 6,075 (15) 70,999 Deferred income taxes, net 125 — 9,638 7,484 (16) 7,609 Long-term recoverable income taxes 3,130 — — — 3,130 Other noncurrent assets 45,821 3,139 (3) (310) (310) (17) 48,650 Right-of-use assets 39,576 — (4,281) (4,281) (18) 35,295 Property, plant, and equipment, net 299,293 — (124,965) (125,820) (19) 173,473 Total assets $ 1,757,681 $ 6,350 $ (56,275) $ (54,506) $ 1,709,525 Liabilities and Stockholders’ Equity Current liabilities Notes payable to banks $ 461,783 $ — $ — $ — $ 461,783 DIP financing 206,700 (206,700) (4) — — — Accounts payable 58,813 334 (5) 25 25 59,172 Accounts payable, related parties 26,125 — — — 26,125 Advances from customers 23,967 — — — 23,967 Accrued expenses and other current liabilities 113,118 (31,853) (6) (1,792) (1,792) (20) 79,473 Income taxes payable 8,319 — — — 8,319 Operating leases payable 11,083 — (992) (992) (21) 10,091 Current portion of long-term debt 90 — — — 90 Total current liabilities 909,998 (238,219) (2,759) (2,759) 669,020 Long-term taxes payable 7,623 — — — 7,623 Long-term debt 277,090 250,546 (7) (15,304) (15,304) (22) 512,332 Deferred income taxes 20,749 91 (8) (10,070) (7,742) (23) 13,098 Liability for unrecognized tax benefits 13,420 — — — 13,420 Long-term leases 25,728 — (2,263) (2,263) (21) 23,465 Pension, postretirement, and other long-term liabilities 71,898 — 3,467 3,467 (24) 75,365 Total liabilities not subject to compromise 1,326,506 12,418 (26,929) (24,601) 1,314,323 Liabilities subject to compromise Debt subject to compromise 635,686 (635,686) (9) — — — Accrued interest on debt subject to compromise 26,156 (26,156) (9) — — — Total liabilities subject to compromise 661,842 (661,842) — — — Total liabilities 1,988,348 (649,424) (26,929) (24,601) 1,314,323 Stockholders’ equity Common Stock—no par value: Predecessor common stock (shares) 9,976 (9,976) — — — Successor common stock (shares) — 25,000 — — 25,000 Predecessor additional paid-in capital 468,147 (468,147) (10) — — — Successor additional paid-in capital — 391,402 (11) — (313) 391,089 Retained deficit (644,250) 728,160 (12) (83,910) (83,910) (25) — Accumulated other comprehensive loss (54,484) — 54,484 54,484 (26) — Total stockholders’ equity (deficit) of Pyxus International, Inc. (230,587) 651,415 (29,426) (29,739) 391,089 Noncontrolling interests (80) 4,359 80 (166) 4,113 Total stockholders’ equity (deficit) (230,667) 655,774 (29,346) (29,905) 395,202 Total liabilities and stockholders’ equity $ 1,757,681 $ 6,350 $ (56,275) $ (54,506) $ 1,709,525 (1) The following summarizes the change in cash and cash equivalents: Proceeds from ABL Credit Facility, net of debt issuance costs $ 26,861 Repayment of DIP Facility (213,418) Proceeds from Term Loan Credit Facility 213,418 Proceeds from 10.0% first lien notes 280,844 Repayment of 8.5% first lien notes (280,844) Payment to fund professional fee escrow account (21,500) Payment of other professional and administrative fees (11,828) Payment of accrued interest on DIP Facility (494) Payment to holders of Predecessor second lien notes that elected the cash option (1,199) Payment to holders of Predecessor common stock (1,000) Payment of accrued interest on prepetition Predecessor first lien notes (9,129) $ (18,289) (2) Represents the funding of an escrow account for professional fees associated with the Chapter 11 Cases. (3) Represents the capitalization of debt issuance costs related to the ABL Credit Facility. (4) Represents the conversion of the DIP Facility that was exchanged for the Term Loans, and accordingly reclassified to long-term debt. (5) Reflects the recognition of payables for professional fees to be paid subsequent to the Company's emergence from Chapter 11 Cases. (6) The following summarizes the net change in accrued expenses and other current liabilities: Payment of accrued interest on the DIP Facility $ (494) Payment of accrued interest on the Predecessor first lien notes (9,129) Settlement of accrued backstop fee through the issuance of common stock (18,000) Reclassification of DIP Facility exit fee to long-term debt (6,718) Recognition of accrued interest from the Effective Date to the Convenience Date 1,044 Accrual for professional fees 1,444 $ (31,853) (7) The following summarizes the changes in long-term debt: Draw on the ABL Credit Facility $ 30,000 Issuance of the Term Loans (1) 213,418 Conversion of redemption fee on Predecessor first lien notes to Successor Notes 5,843 Derecognition of the original issue discount and the debt issuance costs on Predecessor first lien notes 1,285 $ 250,546 (1) Includes $6,718 related to the DIP Facility exit fee (8) Represents the recognition of deferred tax liabilities as a result of the cumulative tax impact of the reorganization adjustments herein. (9) Represents the settlement of liabilities subject to compromise in accordance with the Plan, which resulted in a gain on the discharge of the Predecessor second lien notes as follows: Debt subject to compromise $ 635,686 Accrued interest on debt subject to compromise 26,156 Total second lien notes discharged 661,842 Payment to holders of second lien notes electing cash option (1,199) Value of common stock issued to holders of second lien notes (198,339) Gain on discharge of second lien notes $ 462,304 (10) Represents the cancellation of Predecessor common stock. (11) The changes in Successor additional paid-in capital were as follows: Value of Successor common stock, second lien notes $ 198,339 Value of Successor common stock, other 193,063 $ 391,402 (12) Represents $260,013 of cumulative impact to Predecessor retained deficit as a result of the reorganization adjustments described above and $468,147 for the elimination of Predecessor common stock. (13) Represents fair value adjustments to the Company's equity method investments. (14) Represents reorganization value in excess of value allocable to tangible and intangible assets. (15) Represents the fair value adjustments to recognize the customer relationships, licenses, technology (inclusive of patents and know how), trade names, and internally developed software intangible assets. (16) Represents the recognition of deferred tax assets as a result of the cumulative tax impact of the fresh start adjustments herein. (17) Represents an adjustment to pension assets of ($352), partially offset by other adjustments of $42. (18) Represents the fair value adjustments to right-of-use lease assets. (19) Represents the following fair value adjustments to property, plant, and equipment, net: Predecessor Fair Value Successor Land $ 33,562 $ (104) $ 33,458 Buildings 259,255 (195,797) 63,458 Machinery and equipment 198,708 (122,151) 76,557 Total 491,525 (318,052) 173,473 Less: Accumulated Depreciation (192,232) 192,232 — Total property, plant, and equipment, net $ 299,293 $ (125,820) $ 173,473 (20) Represents the revaluation of the current pension liability of ($1,800), partially offset by an adjustment to financing leases of $8. (21) Represents the Company's recalculation of lease obligations using a higher incremental borrowing rate applicable upon emergence from Chapter 11 Cases and commensurate with the new capital structure. (22) Represents the fair value adjustment to the first lien notes. (23) Represents the adjustment of deferred tax liabilities as a result of the cumulative tax impact of the fresh start valuation adjustments herein. (24) Represents the recalculation of the present value of the Company's pension liability. (25) Represents the cumulative impact of the remeasurement of assets and liabilities from fresh start reporting, $7,631 of tax effect of reorganization items, and the elimination of Predecessor's accumulated other comprehensive losses for the five months ended August 31, 2020. (26) Represents the derecognition of accumulated other comprehensive loss as a result of reorganization pension adjustments, and the elimination of Predecessor's foreign currency translation adjustments. |
Fresh Start Reporting
Fresh Start Reporting | 3 Months Ended |
Jun. 30, 2021 | |
Reorganizations [Abstract] | |
Fresh Start Reporting | Emergence from Voluntary Reorganization under Chapter 11 Bankruptcy Proceedings On June 15, 2020, the Debtors filed voluntary petitions under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court for the District of Delaware to implement a prepackaged Chapter 11 plan of reorganization in order to effectuate a financial restructuring of the Debtors’ debt. Liabilities Subject to Compromise Pre-petition liabilities that have been allowed as claims in the Chapter 11 Cases are classified as liabilities subject to compromise within the condensed consolidated balance sheets, and include the following as of June 30, 2020: Predecessor Liabilities subject to compromise: Debt subject to compromise $ 635,686 Accrued interest on debt subject to compromise 13,421 $ 649,107 Reorganization Items Expenditures, gains, and losses that are realized or incurred by the Debtors subsequent to the Petition Date and as a direct result of the Chapter 11 Cases are reported as reorganization items, net in the condensed consolidated statements of operations, and include the following for the three months ended June 30, 2020: Predecessor Reorganization Items: Professional fees $ (2,573) United States trustee fees (518) Write-off of unamortized debt issuance costs and discount (4,020) DIP financing fees (19,755) $ (26,866) Summary Features of the Plan of Reorganization On the Effective Date, the Plan became effective in accordance with its terms, and the Debtors emerged from the Chapter 11 Cases. In connection with the satisfaction of the conditions to effectiveness as set forth in the Confirmation Order and the Plan, Old Pyxus completed a series of transactions pursuant to which the business assets and operations of Old Pyxus were vested in a new Virginia corporation, Pyxus Holdings, Inc. (“Pyxus Holdings”), which is a subsidiary of the Company. Under the Plan, all suppliers, vendors, employees, trade partners, foreign lenders, and landlords were unimpaired and were satisfied in full in the ordinary course of business, and the existing trade and customer contracts and terms of Old Pyxus were maintained by the Company and its subsidiaries. Commencing upon the Effective Date, the Company, through its subsidiaries, continued to operate in the ordinary course the business formerly operated by Old Pyxus. Old Pyxus, which retained no assets, has commenced a dissolution process and is being wound down. Treatment of Claims and Interests The Plan treated claims against and interest in Old Pyxus upon the effectiveness of the Plan as follows: • Other Secured Claims (as defined in the Plan) were either (i) paid in full in cash, (ii) satisfied by delivery of collateral securing any such Claim (as defined in the Plan) and payment of any required interest, or (iii) reinstated. • Other Priority Claims (as defined in the Plan) were paid in full in cash. • Holders of First Lien Notes Claims (as defined in the Plan) received (i) payment in full in cash of all accrued and unpaid interest on such First Lien Notes, and (ii) the Notes (as defined below). • Holders (as defined in the Plan) of Second Lien Notes Claims (as defined in the Plan) received, at the Holder’s election, (i) their pro rata share of the Company's common stock distributed in connection with the effectiveness of the Plan or (ii) cash equal to 2.00% of the principal amount of all Second Lien Notes beneficially owned by such Holder. • Lenders under Foreign Credit Lines (as defined in the Plan) were paid in the ordinary course of business in accordance with the terms of the relevant agreement. • General Unsecured Claims (as defined in the Plan) were paid in the ordinary course of business. • The existing common stock, and rights to acquire common stock, of Old Pyxus was discharged, cancelled, released, and extinguished and of no further force or effect. Third-Party Releases Upon the effectiveness of the Plan, certain Holders of Claims and Interests (as such terms are defined in the Plan) with respect to the Debtors, except as otherwise specified in the Plan or Confirmation Order, were deemed to release and discharge the Released Parties (as defined in the Plan) from certain claims, obligations, rights, suits, damages, causes of action and liabilities in connection with the Chapter 11 Cases. Transactions in Connection with Emergence As contemplated by the Plan, certain transactions were effected on or prior to the effectiveness of the Plan, including the following: • Three new Virginia corporations (i.e., the Company (then known as “Pyxus One, Inc.”), Pyxus Parent, Inc. and Pyxus Holdings) were organized. • Pyxus Parent, Inc. issued all of its equity interests to the Company in exchange for 25,000 shares of common stock, no par value, of the Company (such common stock is referred to as “New Common Stock” and the 25,000 shares of which are referred to as the “Equity Consideration”). Pyxus Holdings then issued all of its equity interests to Pyxus Parent, Inc. in exchange for the Equity Consideration. • Pyxus Holdings entered into the ABL Credit Agreement (as defined below) to borrow cash under the ABL Credit Facility (as defined below) which together with cash on-hand was sufficient to fund (1) the distributions to holders of Allowed Second Lien Notes Claims (as defined in the Plan) that elected to take the Second Lien Notes Cash Option (as defined in the Plan) and (2) the Existing Equity Cash Pool (as defined in the Plan) (collectively such amount of cash is referred to as the “Cash Consideration”). • Pursuant to an Asset Purchase Agreement, Old Pyxus transferred to Pyxus Holdings all of its assets (including by assuming and assigning all of Old Pyxus’ Executory Contracts and Unexpired Leases (as such terms are defined in the Plan) to Pyxus Holdings in accordance with the Plan, other than those Executory Contracts and Unexpired Leases that were rejected) and Pyxus Holdings assumed all of Old Pyxus’ obligations that are not discharged under the Plan (including all of Old Pyxus’ obligations to satisfy Allowed Administrative Claims, Allowed Professional Fee Claims, Allowed Other Secured Claims, Allowed Other Priority Claims, Allowed Foreign Credit Line Claims, Allowed General Unsecured Claims, Allowed Debtor Intercompany Claims, and Allowed Debtor Intercompany Claims as set forth in the Plan (as such terms are defined in the Plan)) in exchange for (i) Pyxus Holdings transferring the Equity Consideration to Old Pyxus, (ii) Pyxus Holdings transferring the Cash Consideration to Old Pyxus, (iii) Pyxus Holdings issuing the Notes (as defined below) under the Indenture (as defined below) which, on behalf of Old Pyxus, was issued to the Holders of Allowed First Lien Notes Claims (as defined in the Plan) as set forth in the Plan, and (iv) Pyxus Holdings issuing the Term Loans (as defined below) under the Term Loan Credit Facility (as defined below) which, on behalf of Old Pyxus, was issued to the holders of the DIP Facility Claims (as defined in the Plan) as set forth in the Plan. In addition to the transfer of assets to Pyxus Holdings, Pyxus Holdings made an offer of employment to all employees of Old Pyxus and all such employees became employed by Pyxus Holdings, or a designated subsidiary, upon the effectiveness of the Plan on the same terms and conditions existing immediately prior to the effectiveness of the Plan. • The Company and Pyxus Parent, Inc., along with each applicable subsidiary of the Company, guaranteed the Notes, the Term Loan Credit Facility, and the ABL Credit Facility. • Old Pyxus provided for the distribution of (i) the Notes to the Holders of Allowed First Lien Notes Claims pursuant to the Plan, (ii) approximately 12,500 shares of New Common Stock to Holders of Allowed Second Lien Notes Claims (as defined in the Plan) that elected to receive New Common Stock under the Second Lien Notes Stock Option (as defined in the Plan) pursuant to the Plan, (iii) cash to the Holders of Allowed Second Lien Notes Claims that elected to take or are deemed to elect to take the Second Lien Notes Cash Option (as defined in the Plan), (iv) cash to the Qualifying Holders (as defined in the Plan) of the common stock of Old Pyxus pursuant to the Plan, (v) the Term Loans under the Term Loan Credit Facility and approximately 11,100 shares of New Common Stock to the Holders of the DIP Facility Claims pursuant to the Plan, and (vi) approximately 1,400 shares of New Common Stock in satisfaction of the Second Lien Notes RSA Fee Shares (as defined in the Plan) and in satisfaction of the Backstop Fee Shares (as defined in the Plan) to the persons entitled thereto pursuant to the terms and conditions of the Restructuring Support Agreement, dated June 14, 2020, by and among Old Pyxus and certain of its creditors party thereto, which was filed as Exhibit 10.1 • Old Pyxus changed its name to Old Holdco, Inc., and the Company changed its name to Pyxus International, Inc. • The Company elected a board of directors, initially comprising J. Pieter Sikkel, Holly Kim, and Patrick Fallon, and appointed as its officers the individuals serving as officers of Old Pyxus to the same offices held immediately prior to the effectiveness of the Old Plan. The Company as Successor Issuer As a result of these transactions, the Company is deemed to be the successor issuer to Old Pyxus under Rule 12g‑3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, the shares of New Common Stock were deemed to be registered under Section 12(g) of the Exchange Act and the Company was thereby deemed to be subject to the informational requirements of the Exchange Act, and the rules and regulations promulgated thereunder and, in accordance therewith, is required to file reports and other information with the Securities and Exchange Commission. ABL Credit Facility On the Effective Date, Pyxus Holdings entered into an Exit ABL Credit Agreement (the “ABL Credit Agreement”), dated as of August 24, 2020 by and among, amongst others, Pyxus Holdings, certain lenders party thereto and Wells Fargo Bank, National Association, as administrative agent and collateral agent to establish an asset-based revolving credit facility (the “ABL Credit Facility”). A detailed description of the ABL Credit Agreement and ABL Credit Facility is included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2021. See "Note 16. Debt Arrangements" for additional information with respect to the ABL Credit Agreement and the ABL Credit Facility. Term Loan Credit Facility On the Effective Date, Pyxus Holdings entered into an Exit Term Loan Credit Agreement (the “Term Loan Credit Agreement”), dated as of August 24, 2020 by and among, amongst others, Pyxus Holdings, certain lenders party thereto and Alter Domus (US) LLC, as administrative agent and collateral agent to establish a term loan credit facility in an aggregate principal amount of approximately $213,400 (the “Term Loan Credit Facility”). A detailed description of the Term Loan Credit Agreement and Term Loan Credit Facility is included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2021. See "Note 16. Debt Arrangements" for additional information with respect to the Term Loan Credit Agreement and the Term Loan Credit Facility. Senior Secured First Lien Notes On the Effective Date, Pyxus Holdings issued approximately $280,800 in aggregate principal amount of its 10.00% Senior Secured First Lien Notes due 2024 (the “Notes”) to holders of Allowed First Lien Notes Claims (as defined in the Plan) pursuant to an Indenture (the “Indenture”) dated as of the Effective Date among Pyxus Holdings, the initial guarantors party thereto, and Wilmington Trust, National Association, as trustee, and collateral agent. A detailed description of the Notes and the Indenture is included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2021. See "Note 16. Debt Arrangements" for additional information with respect to the Notes and the Indenture. Shareholders Agreement On August 24, 2020, the Company entered into a Shareholders Agreement (the “Shareholders Agreement”), among the Company and the investors listed therein, each other beneficial owner of the Company's common stock as of the date of the Shareholder Agreement deemed to be a party thereto pursuant to the Plan and other persons that may from time to time become parties thereto (collectively, the “Investors”). The Shareholders Agreement provides that each of Glendon Capital Management, L.P. (together with its affiliates, the “Glendon Investor”) and Monarch Alternative Capital LP (together with its affiliates, the “Monarch Investor”) shall be entitled to nominate two individuals to serve on the seven-member board of directors of the Company so long as it beneficially owns at least 20% of the outstanding shares of the Company's common stock, or one individual to serve as such a director if it beneficially owns fewer than 20% of the outstanding shares but at least 10% of the outstanding shares. The Shareholders Agreement provides that the Investors shall take all necessary action to elect such nominees of each of the Glendon Investor and the Monarch Investor as directors, as well as the election of the chief executive officer of the Company as a director and other individuals qualifying as independent directors to be selected by Investors that beneficially own 5% or more of the outstanding shares of common stock of the Company, as determined by a majority of the shares of the Company's common stock beneficially owned by such Investors. The Shareholders Agreement provides that the chairperson of the board of directors of the Company is to be elected by a majority of the directors that had been nominated by the Glendon Investor (the “Glendon Directors”) and those that had been nominated by the Monarch Investor (the “Monarch Directors”), with the chairperson of such board to be elected by the board of directors of the Company if the Glendon Directors and Monarch Directors are together fewer than three in number or fail to appoint a chairperson. The Shareholders Agreement also includes provisions for the removal and replacement of the Glendon Directors at the request of the Glendon Investor and the removal and replacement of the Monarch Directors at the request of the Monarch Director, as well as provisions with respect to the calling and quorum of meetings of the board of directors of the Company, membership of committees of the board of directors of the Company, and compensation and insurance of members of the board of directors of the Company. The Shareholders Agreement also provides for tag-along rights for Investors beneficially owning 1% or more of the outstanding shares of the Company's common stock (the “1% Investors”) upon the transfer by an Investor or group of Investors of 20% or more of the outstanding shares of the Company's common stock, drag-along rights upon the transfer of shares by an Investor or group of Investors of 50% or more of the outstanding shares of the Company's common stock, rights of first offer with respect to the transfer by an Investor, subject to certain exceptions, of 1% or more of the outstanding shares of the Company common stock, pre-emptive rights to the 1% Investors upon issuance of new securities by the Company, and demand and piggyback registration rights. The Shareholders Agreement includes the agreement of the Investors not to transfer shares of common stock of the Company (i) in violation of federal and state securities laws, (ii) in a transfer that would cause the Company to be regarded as an “investment company” under the Investment Company Act of 1940, as amended, (iii) in a transfer, at any time that the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, that would cause the number of holders of the Company's common stock to exceed specified thresholds, or (iv) in a transfer that is, to the knowledge of the transferor after reasonable inquiry, (A) to any specified competitor of the Company (B) or to a person that would become either a beneficial owner of 5% of the outstanding common stock of the Company or a “5-percent shareholder” within the meaning of Section 382 of the Internal Revenue Code and the regulations promulgated thereunder (collectively, a “5% Holder”). The Shareholders Agreement provides that the board of directors may waive these restrictions, provided that any waiver of the restriction with respect to a person that would become a 5% Holder upon such transfer may be waived only if the transferee enters into a joinder agreeing to be bound by the Shareholders Agreement. In connection with the emergence from Chapter 11 Cases, the Company qualified for fresh start reporting as (i) the holders of existing voting shares of the Predecessor received less than 50% of the voting shares of the Successor Company and (ii) the preliminary reorganization value of the Company's assets immediately prior to confirmation of the Plan was less than the post-petition liabilities and allowed claims. In accordance with ASC 852, with the application of fresh start reporting, the Company allocated the preliminary reorganization value to its individual assets and liabilities based on their estimated fair values. The Effective Date estimated fair values of certain of the Company's assets and liabilities differed materially from their recorded values as reflected on the historical balance sheets. Reorganization Value The reorganization value represents the fair value of the Company’s total assets before considering liabilities and is intended to approximate the amount a willing buyer would pay for the Company’s assets immediately after restructuring. The reorganization value was derived from the enterprise value, which represents the estimated fair value of an entity’s long-term debt and equity. As set forth in the Plan, the enterprise value (excluding cash) of the Company was estimated to be in the range of $1,251,000 to $1,524,000 with a midpoint of $1,388,000. The Company estimated its enterprise value to be $1,252,379, which is near the low point of the range. The Company believes utilizing an estimated enterprise value near the low point of the range is appropriate due to the identification of Level 1 trading activity that indicated the estimated enterprise value was near the low point of the range, the Company's performance lagging behind plan (due in part to the continued impact of the COVID-19 pandemic), and the utilization of an increased discount rate for the Other Products and Services long-term projections. The estimated enterprise value is not necessarily indicative of actual value or financial results. Changes in the economy or the financial markets could result in a different estimated enterprise value. The calculated enterprise value relies on the three methodologies listed below collectively. The actual value of the business is subject to certain uncertainties and contingencies that are difficult to predict and will fluctuate with changes in various factors affecting the financial conditions and prospects of the business. The following reconciles the estimated enterprise value to the estimated fair value of the Successor common stock as of the Fresh Start Reporting Date: Enterprise value, excluding cash $ 1,252,379 Plus: cash, cash equivalents, and restricted cash 117,587 Less: fair value of debt (974,205) Fair value of Successor stockholders’ equity $ 395,761 Shares issued upon emergence 25,000 Per share value $ 15.83 The following reconciles estimated enterprise value to the reorganization value of the Successor assets to be allocated to individual assets as of the Fresh Start Reporting Date: Enterprise value, excluding cash $ 1,252,379 Plus: cash, cash equivalents, and restricted cash 117,587 Plus: working capital liabilities 170,905 Plus: other operating liabilities 54,700 Plus: non-operating liabilities 113,954 Reorganization value of Successor assets $ 1,709,525 With the assistance of financial advisors, the Company determined the estimated enterprise value and the corresponding estimated equity value of the Successor by considering various valuation methods, including (i) discounted cash flow method, (ii) guideline public company method, and (iii) selected transaction analysis method. In order to estimate the enterprise value using the discounted cash flow analysis approach, the Company’s estimated future cash flow projections through 2024, plus a terminal value calculated using a capitalization rate applied to normalized cash flows were discounted to an assumed present value using our estimated weighted average cost of capital (12%), which represents the internal rate of return. The identified intangible assets of $70,999, which principally consisted of trade names, technology, licenses, and customer relationships, were also valued with the assistance of financial advisors and were estimated based on either the relief-from-royalty or multi-period excess earnings methods. Significant assumptions included discount rates and certain assumptions that form the basis of the forecasted results such as revenue growth rates, margins, customer attrition, and royalty rates. Some of these estimates are inherently uncertain and may be affected by future economic and market conditions. Condensed Consolidated Balance Sheet The adjustments set forth in the following condensed consolidated balance sheet as of August 31, 2020 reflect the effects of the transactions contemplated by the Plan and executed on the Fresh Start Reporting Date (reflected in the column entitled “Reorganization Adjustments”) as well as the fair value and other required accounting adjustments resulting from the adoption of fresh start reporting (reflected in the column entitled “Fresh Start Reporting Adjustments”). (in thousands) As of August 31, 2020 Fresh Start Reporting Adjustments Predecessor Reorganization Adjustments As Reported at September 30, 2020 As Adjusted at December 31, 2020 Successor Assets Current assets Cash and cash equivalents $ 111,427 $ (18,289) (1) $ — $ — $ 93,138 Restricted cash 2,949 21,500 (2) — — 24,449 Trade receivables, net 152,309 — — — 152,309 Other receivables 13,227 — — — 13,227 Accounts receivable, related parties 2,780 — — — 2,780 Inventories, net 861,851 — — — 861,851 Advances to tobacco suppliers, net 44,061 — — — 44,061 Recoverable income taxes 5,830 — — — 5,830 Prepaid expenses 34,350 — — — 34,350 Other current assets 15,059 — — — 15,059 Total current assets 1,243,843 3,211 — — 1,247,054 Restricted cash 389 — — — 389 Investments in unconsolidated affiliates 54,460 — 13,291 30,531 (13) 84,991 Goodwill 6,120 — 48,756 31,815 (14) 37,935 Other intangible assets, net 64,924 — 1,596 6,075 (15) 70,999 Deferred income taxes, net 125 — 9,638 7,484 (16) 7,609 Long-term recoverable income taxes 3,130 — — — 3,130 Other noncurrent assets 45,821 3,139 (3) (310) (310) (17) 48,650 Right-of-use assets 39,576 — (4,281) (4,281) (18) 35,295 Property, plant, and equipment, net 299,293 — (124,965) (125,820) (19) 173,473 Total assets $ 1,757,681 $ 6,350 $ (56,275) $ (54,506) $ 1,709,525 Liabilities and Stockholders’ Equity Current liabilities Notes payable to banks $ 461,783 $ — $ — $ — $ 461,783 DIP financing 206,700 (206,700) (4) — — — Accounts payable 58,813 334 (5) 25 25 59,172 Accounts payable, related parties 26,125 — — — 26,125 Advances from customers 23,967 — — — 23,967 Accrued expenses and other current liabilities 113,118 (31,853) (6) (1,792) (1,792) (20) 79,473 Income taxes payable 8,319 — — — 8,319 Operating leases payable 11,083 — (992) (992) (21) 10,091 Current portion of long-term debt 90 — — — 90 Total current liabilities 909,998 (238,219) (2,759) (2,759) 669,020 Long-term taxes payable 7,623 — — — 7,623 Long-term debt 277,090 250,546 (7) (15,304) (15,304) (22) 512,332 Deferred income taxes 20,749 91 (8) (10,070) (7,742) (23) 13,098 Liability for unrecognized tax benefits 13,420 — — — 13,420 Long-term leases 25,728 — (2,263) (2,263) (21) 23,465 Pension, postretirement, and other long-term liabilities 71,898 — 3,467 3,467 (24) 75,365 Total liabilities not subject to compromise 1,326,506 12,418 (26,929) (24,601) 1,314,323 Liabilities subject to compromise Debt subject to compromise 635,686 (635,686) (9) — — — Accrued interest on debt subject to compromise 26,156 (26,156) (9) — — — Total liabilities subject to compromise 661,842 (661,842) — — — Total liabilities 1,988,348 (649,424) (26,929) (24,601) 1,314,323 Stockholders’ equity Common Stock—no par value: Predecessor common stock (shares) 9,976 (9,976) — — — Successor common stock (shares) — 25,000 — — 25,000 Predecessor additional paid-in capital 468,147 (468,147) (10) — — — Successor additional paid-in capital — 391,402 (11) — (313) 391,089 Retained deficit (644,250) 728,160 (12) (83,910) (83,910) (25) — Accumulated other comprehensive loss (54,484) — 54,484 54,484 (26) — Total stockholders’ equity (deficit) of Pyxus International, Inc. (230,587) 651,415 (29,426) (29,739) 391,089 Noncontrolling interests (80) 4,359 80 (166) 4,113 Total stockholders’ equity (deficit) (230,667) 655,774 (29,346) (29,905) 395,202 Total liabilities and stockholders’ equity $ 1,757,681 $ 6,350 $ (56,275) $ (54,506) $ 1,709,525 (1) The following summarizes the change in cash and cash equivalents: Proceeds from ABL Credit Facility, net of debt issuance costs $ 26,861 Repayment of DIP Facility (213,418) Proceeds from Term Loan Credit Facility 213,418 Proceeds from 10.0% first lien notes 280,844 Repayment of 8.5% first lien notes (280,844) Payment to fund professional fee escrow account (21,500) Payment of other professional and administrative fees (11,828) Payment of accrued interest on DIP Facility (494) Payment to holders of Predecessor second lien notes that elected the cash option (1,199) Payment to holders of Predecessor common stock (1,000) Payment of accrued interest on prepetition Predecessor first lien notes (9,129) $ (18,289) (2) Represents the funding of an escrow account for professional fees associated with the Chapter 11 Cases. (3) Represents the capitalization of debt issuance costs related to the ABL Credit Facility. (4) Represents the conversion of the DIP Facility that was exchanged for the Term Loans, and accordingly reclassified to long-term debt. (5) Reflects the recognition of payables for professional fees to be paid subsequent to the Company's emergence from Chapter 11 Cases. (6) The following summarizes the net change in accrued expenses and other current liabilities: Payment of accrued interest on the DIP Facility $ (494) Payment of accrued interest on the Predecessor first lien notes (9,129) Settlement of accrued backstop fee through the issuance of common stock (18,000) Reclassification of DIP Facility exit fee to long-term debt (6,718) Recognition of accrued interest from the Effective Date to the Convenience Date 1,044 Accrual for professional fees 1,444 $ (31,853) (7) The following summarizes the changes in long-term debt: Draw on the ABL Credit Facility $ 30,000 Issuance of the Term Loans (1) 213,418 Conversion of redemption fee on Predecessor first lien notes to Successor Notes 5,843 Derecognition of the original issue discount and the debt issuance costs on Predecessor first lien notes 1,285 $ 250,546 (1) Includes $6,718 related to the DIP Facility exit fee (8) Represents the recognition of deferred tax liabilities as a result of the cumulative tax impact of the reorganization adjustments herein. (9) Represents the settlement of liabilities subject to compromise in accordance with the Plan, which resulted in a gain on the discharge of the Predecessor second lien notes as follows: Debt subject to compromise $ 635,686 Accrued interest on debt subject to compromise 26,156 Total second lien notes discharged 661,842 Payment to holders of second lien notes electing cash option (1,199) Value of common stock issued to holders of second lien notes (198,339) Gain on discharge of second lien notes $ 462,304 (10) Represents the cancellation of Predecessor common stock. (11) The changes in Successor additional paid-in capital were as follows: Value of Successor common stock, second lien notes $ 198,339 Value of Successor common stock, other 193,063 $ 391,402 (12) Represents $260,013 of cumulative impact to Predecessor retained deficit as a result of the reorganization adjustments described above and $468,147 for the elimination of Predecessor common stock. (13) Represents fair value adjustments to the Company's equity method investments. (14) Represents reorganization value in excess of value allocable to tangible and intangible assets. (15) Represents the fair value adjustments to recognize the customer relationships, licenses, technology (inclusive of patents and know how), trade names, and internally developed software intangible assets. (16) Represents the recognition of deferred tax assets as a result of the cumulative tax impact of the fresh start adjustments herein. (17) Represents an adjustment to pension assets of ($352), partially offset by other adjustments of $42. (18) Represents the fair value adjustments to right-of-use lease assets. (19) Represents the following fair value adjustments to property, plant, and equipment, net: Predecessor Fair Value Successor Land $ 33,562 $ (104) $ 33,458 Buildings 259,255 (195,797) 63,458 Machinery and equipment 198,708 (122,151) 76,557 Total 491,525 (318,052) 173,473 Less: Accumulated Depreciation (192,232) 192,232 — Total property, plant, and equipment, net $ 299,293 $ (125,820) $ 173,473 (20) Represents the revaluation of the current pension liability of ($1,800), partially offset by an adjustment to financing leases of $8. (21) Represents the Company's recalculation of lease obligations using a higher incremental borrowing rate applicable upon emergence from Chapter 11 Cases and commensurate with the new capital structure. (22) Represents the fair value adjustment to the first lien notes. (23) Represents the adjustment of deferred tax liabilities as a result of the cumulative tax impact of the fresh start valuation adjustments herein. (24) Represents the recalculation of the present value of the Company's pension liability. (25) Represents the cumulative impact of the remeasurement of assets and liabilities from fresh start reporting, $7,631 of tax effect of reorganization items, and the elimination of Predecessor's accumulated other comprehensive losses for the five months ended August 31, 2020. (26) Represents the derecognition of accumulated other comprehensive loss as a result of reorganization pension adjustments, and the elimination of Predecessor's foreign currency translation adjustments. |
CCAA Proceeding and Deconsolida
CCAA Proceeding and Deconsolidation of Subsidiaries | 3 Months Ended |
Jun. 30, 2021 | |
Reorganizations [Abstract] | |
CCAA Proceeding and Deconsolidation of Subsidiaries | CCAA Proceeding and Deconsolidation of Subsidiaries On January 21, 2021, Figr Norfolk Inc. (“Figr Norfolk”) and Figr Brands, Inc. (“Figr Brands”), which are indirect subsidiaries of the Company, and Canada’s Island Garden Inc. (“Figr East,” and together with Figr Norfolk and Figr Brands, the “Canadian Cannabis Subsidiaries”), which, prior to its sale on June 28, 2021 was an indirect subsidiary of the Company, applied for relief from their respective creditors pursuant to Canada’s Companies’ Creditors Arrangement Act (the “CCAA”) in the Ontario Superior Court of Justice (Commercial List) (the “Canadian Court”) in Ontario, Canada as Court File No. CV-21-00655373-00CL (the “CCAA Proceeding”). On January 21, 2021 (the “Order Date”), upon application by the Canadian Cannabis Subsidiaries, the Canadian Court issued an order for creditor protection of the Canadian Cannabis Subsidiaries pursuant to the provisions of the CCAA and the appointment of FTI Consulting Canada Inc. to serve as the Canadian Court-appointed monitor of the Canadian Cannabis Subsidiaries during the pendency of the CCAA Proceeding (the “Monitor”). The order issued by the Canadian Court in the CCAA Proceeding on the Order Date included the following relief: • approval for the Canadian Cannabis Subsidiaries to borrow under a debtor-in-possession financing facility (the “Canadian DIP Facility”) from another non-U.S. subsidiary of Pyxus (the "DIP Lender") in an initial amount of up to Cdn.$8,000, which following approval by the Canadian Court was increased to Cdn.$16,000; • a stay of proceedings in respect of the Canadian Cannabis Subsidiaries and the directors and officers of the Canadian Cannabis Subsidiaries (the “Canadian Directors and Officers”) and the Monitor; and • the granting of super priority charges against the property of the Canadian Cannabis Subsidiaries in favor of: (a) certain administrative professionals; (b) the Canadian Directors and Officers; and (c) the DIP Lender for amounts borrowed under the Canadian DIP Facility. On January 29, 2021, the Canadian Court issued an order permitting the Canadian Cannabis Subsidiaries to initiate a sale and investment solicitation process to be conducted by the Monitor and its affiliate to solicit interest in, and opportunities for, a sale of, or investment in, all or substantially all, or one or more components, of the assets and/or the business operations of the Canadian Cannabis Subsidiaries. On May 10, 2021, a definitive agreement for the sale of the assets of Figr Norfolk was entered into for a purchase price of Cdn.$5,000. On June 10, 2021, the Canadian Court approved the sale agreement. The consummation of the sale under this agreement is subject to approval of the buyers by Health Canada and the satisfaction of certain other conditions. On May 25, 2021, a definitive agreement was entered into with a separate buyer for the sale of the outstanding equity of Figr East and certain intangible assets of Figr Brands for an aggregate purchase price of Cdn.$24,750. On June 10, 2021, the Canadian Court approved the sale agreement. On June 25, 2021, Health Canada approved the buyers of Figr East and certain intangible assets of Figr Brands. The sale of Figr East and certain intangible assets of Figr Brands was completed on June 28, 2021. As discussed below, the amount of recovery that the Company may receive from the sale of the assets of Figr Norfolk, the sale of the outstanding equity of Figr East, and the sale of certain intangible assets of Figr Brands will be impacted by the amount of claims against the Canadian Cannabis Subsidiaries submitted in the CCAA Proceeding, the extent to which such claims are approved by the Canadian Court, and the extent to which the Company's interest in the Canadian Cannabis Subsidiaries are determined by the Canadian Court to be debt claims entitled to recovery on the same basis as other unsecured creditor claims with respect to the Canadian Cannabis Subsidiaries. Canadian DIP Financing Pursuant to the Canadian DIP Facility, the DIP Lender provided Figr Brands with secured debtor-in-possession financing to permit Figr Brands, the parent entity of Figr East and Figr Norfolk, to fund the working capital needs of the Canadian Cannabis Subsidiaries in accordance with the cash flow projections approved by the Monitor and the DIP Lender. These payments also funded fees and expenses to be paid to the DIP Lender, professional fees and expenses incurred by the Canadian Cannabis Subsidiaries and the Monitor in respect of the CCAA Proceeding, and such other costs and expenses of the Canadian Cannabis Subsidiaries as may be agreed to by the DIP Lender. The outstanding balance of the Canadian DIP Facility was $11,082 as of June 30, 2021. On July 8, 2021, the loans under the Canadian DIP Facility were fully repaid to the DIP Lender. Deconsolidation of Subsidiaries While the Canadian Cannabis Subsidiaries are majority owned by the Company, the administration of the CCAA Proceeding, including the Canadian Court’s appointment of the Monitor and the related authority of the Monitor, including approval rights with respect to significant actions of the Canadian Cannabis Subsidiaries during the pendency of the CCAA Proceeding, resulted in the Company losing control (in accordance with U.S. GAAP) of the Canadian Cannabis Subsidiaries, and the deconsolidation of the Canadian Cannabis Subsidiaries’ assets and liabilities and elimination of their equity components from the Company’s consolidated financial statements as of January 21, 2021. The Canadian Cannabis Subsidiaries’ financial results are included in the Company’s consolidated results through January 20, 2021, which is the day prior to the Order Date. Prior to the deconsolidation of the Canadian Cannabis Subsidiaries, they comprised an operating segment within the Other Products and Services reportable segment. Upon deconsolidation, the Company accounts for its investment in the Canadian Cannabis Subsidiaries using the cost method of accounting. Prior to the deconsolidation, the carrying value of the Company's related party note receivable from the Canadian Cannabis Subsidiaries was $153,860. The Company fully impaired its equity investment in the Canadian Cannabis Subsidiaries, effective as of the Order Date, based on the Canadian Cannabis Subsidiaries carrying a retained deficit of $77,518 and based on offers the Company received to buy the Canadian Cannabis Subsidiaries or certain assets and the allocation of consideration among the assets to be sold, as reflected in the sales agreements approved by the Canadian Court. Following consummation of the contemplated sales of the Canadian Cannabis Subsidiaries, and after repayment of the Canadian DIP Facility and satisfaction of administrative expenses from the CCAA Proceeding, the Company estimated recovering aggregate net cash consideration of $6,100, which represents the fair value of the related party note receivable retained by the Company as of March 31, 2021. As a result, the Company recorded a net loss of $70,242 for the year ended March 31, 2021 associated with the deconsolidation of the Canadian Cannabis Subsidiaries. As of June 30, 2021, there have been no significant changes in the fair value estimate of the related party note receivable. The amount of recovery with respect to the related party note receivable is dependent on the actual amount of administrative claims in the CCAA Proceeding, the amount of claims of unsecured creditors against the Canadian Cannabis Subsidiaries submitted in the CCAA Proceeding, the extent to which such claims are approved by the Canadian Court, and the extent to which the Company’s interest in the Canadian Cannabis Subsidiaries are determined by the Canadian Court to be debt claims entitled to recovery on the same basis as other unsecured creditor claims with respect to the Canadian Cannabis Subsidiaries, all of which matters are presently uncertain. In the event the Company's interests are not so treated as debt claims by the Canadian Court, the Company may be unable to recover a substantial portion or all of the estimated fair value of the related-party note receivable and may incur additional impairment with respect thereto. Related Party Relationship The commencement of the CCAA Proceeding, the appointment of the Monitor, and the subsequent deconsolidation of the Canadian Cannabis Subsidiaries results in transactions with the Canadian Cannabis Subsidiaries no longer being eliminated in consolidation. As such, transactions between the Company and the Canadian Cannabis Subsidiaries are treated as related-party transactions. See "Note 23. Related Party Transactions" for transactions between the Company and the Canadian Cannabis Subsidiaries from April 1, 2021 to June 30, 2021. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Product revenue is primarily processed tobacco sold to the customer. Processing and other revenues are mainly contracts to process customer-owned green tobacco. During processing, ownership remains with the customers. For the period ended June 30, 2020, the other products and services revenue was primarily composed of revenue from the sale of legal cannabis in Canada and e-liquids product revenue. For the period ended June 30, 2021, the other products and services revenue was primarily composed of e-liquids product revenue. The following disaggregates sales and other operating revenues by major source: Successor Predecessor Three months ended June 30, 2021 Three months ended June 30, 2020 Leaf - North America: Product revenue $ 46,284 $ 25,918 Processing and other revenues 3,484 3,979 Total sales and other operating revenues 49,768 29,897 Leaf - Other Regions: Product revenue 265,457 218,356 Processing and other revenues 14,633 9,383 Total sales and other operating revenues 280,090 227,739 Other Products and Services: Total sales and other operating revenues 3,432 5,173 Total sales and other operating revenues $ 333,290 $ 262,809 The following summarizes activity in the allowance for expected credit losses: Successor Predecessor Three months ended June 30, 2021 Three months ended June 30, 2020 Balance, beginning of period $ (20,900) $ (15,893) Additions (380) — Write-offs 147 908 Balance, end of period (21,133) (14,985) Trade receivables 219,374 174,377 Trade receivables, net $ 198,241 $ 159,392 |
Restructuring and Asset Impairm
Restructuring and Asset Impairment Charges | 3 Months Ended |
Jun. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Asset Impairment Charges | Restructuring and Asset Impairment Charges The Company continued its focus on cost saving initiatives. The employee separation and impairment charges are primarily related to continued restructuring of certain African operations. The following summarizes the Company's restructuring and asset impairment charges: Successor Predecessor Three months ended June 30, 2021 Three months ended June 30, 2020 Employee separation charges $ 147 $ 40 Asset impairment and other non-cash charges 86 33 Restructuring and asset impairment charges $ 233 $ 73 The following summarizes the activity in the restructuring accrual for employee separation and other cash charges by reportable segment: Successor Predecessor Three months ended June 30, 2021 Three months ended June 30, 2020 Other Products and Services Leaf - North America Leaf - Other Regions Leaf - North America Leaf - Other Regions Beginning balance $ 2,141 $ 1,406 $ 1,063 $ — $ 407 Period charges 14 — 133 — 40 Payments (253) (717) (537) — (126) Ending balance $ 1,902 $ 689 $ 659 $ — $ 321 The following summarizes the asset impairment and other non-cash charges by reportable segment: Successor Predecessor Three months ended June 30, 2021 Three months ended June 30, 2020 Leaf - North America $ — $ 26 Leaf - Other Regions 86 7 Other Products and Services — — Total $ 86 $ 33 |
Income Taxes
Income Taxes | 3 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective tax rate for the three months ended June 30, 2021 and 2020 was 45.3% and 8.0%, respectively. For the three months ended June 30, 2021 and 2020, the difference between the Company’s effective rate and the U.S. statutory rate of 21% is primarily due to the impact of net foreign exchange effects, non-deductible interest and variations in the expected jurisdictional mix of earnings. The higher effective rate for the three months ended June 30, 2021 was primarily due to improved operational results in the period and changes in the Company’s U.S. tax profile resulting from emergence from the Chapter 11 Cases. The Company allocated $5,323 of the year-to-date tax benefit to a current tax receivable as it expects the year-to-date loss to offset current taxes payable throughout the remainder of the current year. |
Loss Per Share
Loss Per Share | 3 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Loss Per Share The following summarizes the computation of loss per share: Successor Predecessor Three months ended June 30, 2021 Three months ended June 30, 2020 Basic and diluted loss per share: Net loss attributable to Pyxus International, Inc. $ (11,508) $ (92,161) Shares: Weighted average number of shares outstanding 25,000 9,976 Basic and diluted loss per share, net of tax $ (0.46) $ (9.24) |
Restricted Cash
Restricted Cash | 3 Months Ended |
Jun. 30, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents, and Restricted Cash | Restricted Cash The following summarizes the composition of restricted cash: Successor Predecessor Successor June 30, 2021 June 30, 2020 March 31, 2021 Compensating balance for short-term borrowings $ 1,932 $ 900 $ 1,017 Escrow 493 1,363 3,459 Other 502 775 $ 532 Total $ 2,927 $ 3,038 $ 5,008 |
Inventories, Net
Inventories, Net | 3 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories, Net | Inventories, Net The following summarizes the composition of inventories, net: Successor Predecessor Successor June 30, 2021 June 30, 2020 March 31, 2021 Processed tobacco $ 584,791 $ 534,833 $ 534,711 Unprocessed tobacco 232,893 237,227 156,915 Other tobacco related 25,471 21,779 25,979 Other (1) 10,887 38,384 10,288 Total $ 854,042 $ 832,223 $ 727,893 (1) Represents inventory from the other products and services segment. |
Acquisitions
Acquisitions | 3 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions On December 18, 2017, the Company completed a purchase of a 40.0% interest in Criticality, a North Carolina-based industrial hemp company that is engaged in CBD extraction and other applications for industrial hemp in accordance with a pilot program authorized under the federal Agriculture Act of 2014 and applicable North Carolina law. On April 22, 2020, the Company acquired the remaining 60.0% of the equity in Criticality in exchange for consideration consisting of $5,000 cash and $7,450 for the settlement of the Company's note receivable from Criticality, subject to certain post-closing adjustments. The acquisition of Criticality was a business combination achieved in stages, which required the Company to remeasure its previously held equity interest in Criticality at its acquisition date fair value. This remeasurement resulted in a loss of approximately $2,667 being recorded in other income (expense), net within the condensed consolidated statements of operations for the three months ended June 30, 2020. The assets and liabilities were recorded at their fair value. Following the acquisition, the Company recorded certain post-closing purchase price adjustments. The intent of the acquisition was to allow the Company to expand its industrial hemp production and product portfolio. The following summarizes the fair values of the assets acquired and liabilities assumed as of April 22, 2020: Cash and cash equivalents $ 195 Accounts receivable 1,528 Advances to suppliers 1,043 Inventories 3,823 Other current assets 181 Property, plant, and equipment 5,060 Goodwill 6,120 Total assets acquired 17,950 Accounts payable 1,654 Notes payable 7,450 Other current liabilities 513 Total liabilities 9,617 Fair value of equity interest $ 8,333 Revenue, operating loss, and net loss of Criticality in the consolidated statements of operations from and including April 22, 2020 to June 30, 2020 were $17, $(791), and $(910), respectively. As a result, the impact to basic and diluted earnings per share was $(0.09) and $(0.09), respectively. Unaudited pro forma information was not separately stated due to the close proximity o f the acquisition date to the beginning of the Company's fiscal year. |
Equity Method Investments
Equity Method Investments | 3 Months Ended |
Jun. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | Equity Method Investments The following summarizes the Company's equity method investments as of June 30, 2021: Location Primary Purpose The Company's Ownership Percentage Basis Difference (1) Adams International Ltd. Thailand purchase and process tobacco 49 % $ (4,526) Alliance One Industries India Private Ltd. India purchase and process tobacco 49 % (5,770) China Brasil Tobacos Exportadora SA Brazil purchase and process tobacco 49 % 46,651 Oryantal Tütün Paketleme Sanayi ve Ticaret A.Ş. Turkey process tobacco 50 % (416) Purilum, LLC U.S. produce flavor formulations and consumable e-liquids 50 % 4,589 Siam Tobacco Export Company Thailand purchase and process tobacco 49 % (6,098) (1) The basis difference for the Company's equity method investments is primarily due to $30,531 of fair value adjustments from fresh start reporting that were recorded in the fiscal year-ended March 31, 2021. The following summarizes financial information for these equity method investments: Successor Predecessor Three months ended June 30, 2021 Three months ended June 30, 2020 Operations statement: Sales $ 31,432 $ 35,711 Gross profit 3,666 6,949 Net (loss) income (2,900) 2,309 Company's dividends received 8,848 5,064 Successor Predecessor Successor June 30, 2021 June 30, 2020 March 31, 2021 Balance sheet: Current assets $ 290,750 $ 232,176 $ 224,106 Property, plant, and equipment and other assets 45,068 50,679 43,648 Current liabilities 228,716 174,367 138,833 Long-term obligations and other liabilities 3,400 6,107 3,937 |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended |
Jun. 30, 2021 | |
Variable Interest Entities [Abstract] | |
Variable Interest Entities | Variable Interest Entities The Company holds variable interests in multiple entities that primarily procure or process inventory or are securitization entities. These variable interests relate to equity investments, receivables, guarantees, and securitized receivables. The following summarizes the Company's financial relationships with its unconsolidated variable interest entities: Successor Predecessor Successor June 30, 2021 June 30, 2020 March 31, 2021 Investments in variable interest entities $ 78,903 $ 51,509 $ 89,560 Receivables with variable interest entities 19,671 2,039 13,497 Guaranteed amounts to variable interest entities (not to exceed) 55,987 60,937 56,067 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets, Net | 3 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets, Net | Goodwill and Other Intangible Assets, Net The following summarizes the changes in the Company's goodwill and other intangible assets, net: Successor Three months ended June 30, 2021 Weighted Average Remaining Useful Life Beginning Gross Carrying Amount Additions Accumulated Amortization (1) Ending Intangible Assets, Net Intangibles subject to amortization: Customer relationships 10.86 years $ 29,200 $ — $ (2,100) $ 27,100 Technology 6.50 years 15,080 — (2,873) 12,207 Trade names 13.17 years 11,300 — (673) 10,627 Intangibles not subject to amortization: Goodwill 36,853 — — 36,853 Total $ 92,433 $ — $ (5,646) $ 86,787 (1) Amortization expense across intangible asset classes for the three months ended June 30, 2021 was $1,483. Successor Seven months ended March 31, 2021 Weighted Average Remaining Useful Life Beginning Gross Carrying Amount Additions Accumulated Amortization (1) Deconsolidation of Canadian Cannabis Subsidiaries Impairment Ending Intangible Assets, Net Intangibles subject to amortization: Customer relationships 11.10 years $ 29,200 $ — $ (1,470) $ — $ — $ 27,730 Technology 6.66 years 11,000 4,080 (2,222) — — 12,858 Licenses 0.00 years 19,000 — (924) (18,076) — — Trade names 13.42 years 11,800 — (497) (474) — 10,829 Intangibles not subject to amortization: Goodwill 37,935 — — — (1,082) 36,853 Total $ 108,935 $ 4,080 $ (5,113) $ (18,550) $ (1,082) $ 88,270 (1) Amortization expense across intangible asset classes for the seven months ended March 31, 2021 was $5,113. The following summarizes the estimated intangible asset amortization expense for the next five years and beyond: For Fiscal Customer Technology Trade Names Total 2022 (excluding the three months ended June 30, 2021) $ 1,890 $ 1,583 $ 605 $ 4,078 2023 2,519 1,970 807 5,296 2024 2,519 1,970 807 5,296 2025 2,519 1,819 807 5,145 2026 2,519 1,542 807 4,868 Thereafter 15,134 3,323 6,794 25,251 $ 27,100 $ 12,207 $ 10,627 $ 49,934 |
Debt Arrangements
Debt Arrangements | 3 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt Arrangements | Debt Arrangements The following summarizes debt and notes payable: Outstanding Lines and Letters Available Interest Rate Successor Successor Successor March 31, June 30, June 30, (in thousands) 2021 2021 2021 Senior secured credit facilities: ABL Credit Facility $ 67,500 $ 67,500 $ 7,500 5.8 % (1) DDTL Facility (2) — 117,353 — 10.5 % (1) Senior secured notes: 10.0% senior secured first lien notes (3) 267,353 268,168 — 10.0 % Term Loan Credit Facility (4) 215,594 216,533 — 9.6 % (1) Other long-term debt 2,910 2,925 340 2.2 % (1) Notes payable to banks (5) 372,174 403,792 224,488 6.2 % (1) Total debt $ 925,531 $ 1,076,271 $ 232,328 Short-term $ 372,174 $ 403,792 Long-term: Current portion of long-term debt $ 2,122 $ 2,686 Long-term debt 551,235 669,793 $ 553,357 $ 672,479 Letters of credit $ 2,468 $ 4,804 $ 2,512 Total credit available $ 234,840 (1) Weighted average rate for the trailing twelve months ended June 30, 2021. (2) Balance of $117,353 is net of original issue discount of $8,647. Total repayment will be $126,000, which includes an estimated $6,000 exit fee payable upon any repayment or termination. (3) Balance of $268,168 is net of original issue discount of $12,676. Total repayment will be $280,844. (4) Upon emergence from the Chapter 11 Cases on the Effective Date, the DIP Facility entered into at the Petition Date converted into the Term Loan Credit Facility. The aggregate balance of the Term Loan Credit Facility of $216,533 includes $3,115 of accrued paid-in-kind interest. The 9.6% interest rate does not include the paid-in-kind interest which is (a) 1.0% per annum from and after the first anniversary of the Effective Date until the second anniversary of the Effective Date, (b) 2.0% per annum from and after the second anniversary of the Effective Date until the third anniversary of the Effective Date, (c) 3.0% per annum from and after the third anniversary of the Effective Date until the fourth anniversary of the Effective Date and (d) from and after the fourth anniversary of the Effective Date, 4.0% per annum. (5) Primarily foreign seasonal lines of credit. ABL Credit Facility On the Effective Date, Pyxus Holdings entered into the ABL Credit Agreement, dated as of August 24, 2020 by and among, amongst others, Pyxus Holdings, certain lenders party thereto and Wells Fargo Bank, National Association, as administrative agent and collateral agent to establish the ABL Credit Facility. 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 o f $75,000, subject to certain limitations. A detailed description of the ABL Credit Agreement and ABL Credit Facility is included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2021. At June 30, 2021, Pyxus Holdings was in compliance with the covenants under the ABL Credit Agreement. At June 30, 2021, $7,500 was available for borrowing under the ABL Credit Facility, after reducing availability by the aggregate borrowings under the ABL Credit Facility of $67,500 outstanding on that date. Term Loan Credit Facility On the Effective Date, Pyxus Holdings entered into the Term Loan Credit Agreement, dated as of August 24, 2020 by and among, amongst others, Pyxus Holdings, certain lenders party thereto and Alter Domus (US) LLC, as administrative agent and collateral agent to establish the Term Loan Credit Facility in an aggregate principal amount of approximately $213,418. The aggregate principal amount of loans outstanding under Debtors’ debtor-in-possession financing facility, and related fees, was converted into, or otherwise satisfied with the proceeds of, the Term Loan Credit Facility. A detailed description of the Term Loan Credit Agreement and Term Loan Credit Facility is included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2021. At June 30, 2021, Pyxus Holdings was in compliance with the covenants under the Term Loan Credit Agreement. Senior Secured First Lien Notes On the Effective Date, Pyxus Holdings issued approximately $280,844 in aggregate principal amount of the Notes to holders of Allowed First Lien Notes Claims (as defined in the Plan) pursuant to the Indenture dated as of the Effective Date among Pyxus Holdings, the initial guarantors party thereto, and Wilmington Trust, National Association, as trustee and collateral agent. A detailed description of the Notes and the Indenture is included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2021. At June 30, 2021, Pyxus Holdings was in compliance with the covenants under the Indenture. DDTL Facility On April 23, 2021, Intabex Netherlands B.V. (“Intabex”), an indirect wholly owned subsidiary of the Company, entered into a Term Loan Credit Agreement (the “DDTL Facility Credit Agreement”), dated as of April 23, 2021, by and among (i) Intabex, as borrower, (ii) the Company, Pyxus Parent, Inc., Pyxus Holdings, Inc., Alliance One International, LLC, Alliance One International Holdings, Ltd, as guarantors (collectively, the “Parent Guarantors”), (iii) certain funds managed by Glendon Capital Management, L.P. and Monarch Alternative Capital LP, as lenders (collectively and, together with any other lender that is or becomes a party thereto as a lender, the “DDTL Facility Lenders”), and (iv) Alter Domus (US) LLC, as administrative agent and collateral agent. The DDTL Facility Credit Agreement establishes a $120,000 delayed-draw term loan credit facility (the “DDTL Facility”) permitting borrowings by Intabex in up to four draws on or prior to June 30, 2021 in a minimum amount of $30,000 each (or, if less than $30,000 remains available under the DDTL Facility, the remaining commitments under the DDTL Facility) (the “DDTL Loans”). The proceeds of the DDTL Loans are to be used to provide ongoing working capital and for other general corporate purposes of Intabex, the Guarantors (as defined below) and their subsidiaries. The DDTL Facility and all DDTL Loans made thereunder mature on July 31, 2022. The DDTL Loans may be prepaid and undrawn commitments may be reduced or terminated by Intabex at any time, in each case without premium or penalty other than the Exit Fee described below and, in the case of any prepayment of LIBOR loans, subject to customary breakage. At June 30, 2021, the DDTL Facility was fully drawn and the aggregate principal amount outstanding was $117,353, net of original issue discount of $8,647, which includes an estimated $6,000 exit fee payable upon any repayment or termination. Amounts prepaid or repaid in respect of DDTL Loans may not be reborrowed under the DDTL Facility. Interest on the aggregate principal amount of outstanding DDTL Loans accrues at an annual rate of LIBOR plus 9.00%, subject to a LIBOR floor of 1.50%, for LIBOR loans or, for loans that are not LIBOR loans, at an annual rate of an alternative base rate (as specified in the DDTL Facility Credit Agreement) plus 8.00%. Interest is to be paid in arrears in cash upon prepayment, acceleration, maturity, and on the last day of each interest period (and every three months in the case of interest periods in excess of three months) for LIBOR loans and on the last day of each calendar month for loans that are not LIBOR loans. Pursuant to the DDTL Facility Credit Agreement, the DDTL Facility Lenders received a non-refundable commitment fee equal to 2.00% of the aggregate commitments under the DDTL Facility, paid in cash in full on the Closing Date and netted from the proceeds of the DDTL Loan borrowed on the Closing Date. The DDTL Facility Credit Agreement provides for the payment by Intabex to the DDTL Facility Lenders of a non-refundable exit fee (the “Exit Fee”) in the amounts set forth in the table below in respect of (x) any DDTL Loans repaid (whether prepaid voluntarily or paid following acceleration or at maturity) and (y) any unused commitments remaining under the DDTL Facility upon its termination (whether such termination is voluntary or automatic). The Exit Fee is deemed to have been earned on the Closing Date, and is due and payable in cash on each date of repayment or termination, as applicable, in respect of the DDTL Loans or commitments repaid or terminated on such date, as applicable. Loan Repayment/Commitment Termination Date Exit Fee On or before September 30, 2021 1.00% After September 30, 2021 and on or before December 31, 2021 2.50% After December 31, 2021 and on or before March 31, 2022 3.50% After March 31, 2022 5.00% The obligations of Intabex under the DDTL Facility Credit Agreement (and certain related obligations) are (a) guaranteed by the Parent Guarantors and Alliance One International Tabak B.V., an indirect subsidiary of the Company, and each of the Company’s domestic and foreign subsidiaries that is or becomes a guarantor of borrowings under the Term Loan Credit Agreement (which subsidiaries are referred to collectively, together with the Parent Guarantors, as the “Guarantors”), and (b) are secured by the pledge of all of the outstanding equity interests of (i) Alliance One Brasil Exportadora de Tabacos Ltda. (“AO Brazil”), which principally operates the Company’s leaf tobacco operations in Brazil, and (ii) Alliance One International Tabak B.V., which owns a 0.001% interest of AO Brazil. Affirmative and Restrictive Covenants The DDTL Facility Credit Agreement contains representations and warranties, affirmative and negative covenants (subject, in each case, to exceptions and qualifications) and events of defaults applicable to the Company and its subsidiaries similar to those included in the Exit Term Loan Credit Agreement, including covenants that limit the Company’s ability to, among other things: • incur additional indebtedness or issue disqualified stock or preferred stock; • make certain investments and other restricted payments; • enter into limitations on its ability to pay dividends, make loans or otherwise transfer assets to its immediate parent entity or to its subsidiaries; • sell certain assets; • create liens; • consolidate, merge, sell or otherwise dispose of all or substantially all of its assets; • enter into transactions with affiliates; and • engage directly or indirectly in any business other than the businesses engaged in by it and its subsidiaries are currently engaged. In addition, the DDTL Facility Credit Agreement includes a customary “passive holding company” covenant that contains certain additional restrictions on Intabex and its subsidiaries’ activities and requirements for Intabex to provide to the DDTL Facility Lenders certain periodic financial and operating reports for the Guarantors and their subsidiaries on a consolidated basis. At June 30, 2021, Intabex and each Guarantor was in compliance with the covenants under the DDTL Facility Credit Agreement. Related Party Transaction Based on a Schedule 13D filed with the SEC on September 3, 2020 by Glendon Capital Management, L.P., Glendon Opportunities Fund, L.P. and Glendon Opportunities Fund II, L.P., Glendon Capital Management, L.P. reported beneficial ownership of 7,939 shares of the Company’s common stock, representing approximately 31.8% of the outstanding shares of the Company’s common stock. Based on a Schedule 13D filed with the SEC on September 3, 2020 by Monarch Alternative Capital LP, MDRA GP LP and Monarch GP LLC, Monarch Alternative Capital LP reported beneficial ownership of 6,033 shares of the Company’s common stock, representing approximately 24.1% of the outstanding shares of the Company’s common stock. Pursuant to the Shareholders Agreement, Holly Kim and Patrick Fallon were designated to serve as directors of Pyxus and each continues to serve as a director of Pyxus. Ms. Kim is a Partner at Glendon Capital Management, L.P. and Mr. Fallon is a Managing Principal at Monarch Alternative Capital LP. The DDTL Facility Credit Agreement, any and all borrowings thereunder and the guaranty transactions described above were approved, and determined to be on terms and conditions at least as favorable to the Company and its subsidiaries as could reasonably have been obtained in a comparable arm’s-length transaction with an unaffiliated party, by a majority of the disinterested members of the Board of Directors of Pyxus. African Seasonal Lines of Credit On August 13, 2020, certain then subsidiaries of Old Pyxus, which are now subsidiaries of the Company, Alliance One International Holdings, Ltd. (“AOI Holdings”) and the subsidiaries in Kenya, Malawi, Tanzania, Uganda, and Zambia (collectively, the “African Subsidiaries”) entered into an Amendment and Restatement Agreement (the “Initial TDB Facility Agreement”) with Eastern and Southern African Trade and Development Bank (“TDB”). On August 24, 2020, AOI Holdings, the African Subsidiaries, the Company, Pyxus Parent, Inc., Pyxus Holdings, and TDB entered into a Second Amendment and Restatement Agreement (the “TDB Facility Agreement”) to amend and restate the Initial TDB Facility Agreement to add the Company, Pyxus Parent, Inc., and Pyxus Holdings as guarantors thereunder and to otherwise amend provisions thereof to permit the consummation of the transactions contemplated by the Plan. The TDB Facility Agreement sets forth the terms that govern the foreign seasonal lines of credit of each of the African Subsidiaries with TDB and supersedes the prior terms in effect. These lines of credit provide borrowings to fund the purchase of leaf tobacco in the respective jurisdictions to be repaid upon the sale of that tobacco. The original aggregate maximum borrowing availability under these separate existing foreign seasonal lines of credit was $255,000, and the aggregate borrowings were $240,485 as of August 13, 2020. Subject to certain conditions, the TDB Facility Agreement increased the maximum aggregate borrowing capacity to $285,000, less the amount of outstanding loans borrowed under the existing foreign seasonal lines of credit with TDB. Loans under the TDB Facility Agreement bear interest at LIBOR plus 6%. On June 24, 2021, the Company, and certain of its subsidiaries, including the African Subsidiaries, entered into an Amendment Agreement (the “Amendment Agreement”) with TDB to amend the TDB Facility Agreement, which governs the terms of the separate foreign seasonal lines of credit of each of the African Subsidiaries with TDB. The Amendment Agreement became effective on June 28, 2021 and amended the TDB Facility Agreement as follows: • It extended the term of the separate lines of credit of each of the Company’s subsidiaries in Malawi, Tanzania, and Zambia to June 25, 2022; • It decreased the lending commitment with respect to the line of credit of the Company’s Malawi subsidiary from $120,000 to $80,000, effective from and including June 28, 2021; • It includes provisions allowing for an increase in the lending commitment with respect to the line of credit of the Company’s Tanzania subsidiary from $70,000 to $85,000, subject to the satisfaction of certain documentation requirements; • It terminated the separate lines of credit of the Companies’ subsidiaries in Kenya and Uganda, effective from and including June 30, 2021 (with outstanding borrowings thereunder to be repaid by June 30, 2021); and • It required the Company and such subsidiaries to enter into an agreement to amend and restate the TDB Agreement by August 13, 2021 to reflect items specified in the Amendment Agreement. Each of AOI Holdings, the Company, Pyxus Parent, Inc., and Pyxus Holdings guarantees the obligations of the African Subsidiaries under the TDB Facility Agreement. The obligations of each African Subsidiary under the TDB Facility Agreement are required to be secured by a first priority pledge of: • tobacco purchased by that African Subsidiary that is financed by TDB; • intercompany receivables arising from the sale of the tobacco financed by TDB; • customer receivables arising from the sale of the tobacco financed by TDB; and • such African Subsidiary’s local collection account receiving customer payments for purchases of tobacco financed by TDB. The TDB Facility Agreement also requires Alliance One International, LLC, a subsidiary of the Company, to pledge customer receivables arising from the sale of the tobacco financed by TDB and pledge its collection accounts designated for receiving customer payments for purchases of tobacco financed by TDB. The Agreement contains affirmative and negative covenants (subject, in each case, to customary and other exceptions and qualifications), including covenants that limit the ability of the African Subsidiaries to, among other things: • grant liens on assets; • incur additional indebtedness (including guarantees and other contingent obligations); • sell or otherwise dispose of property or assets; • maintain a specified amount of pledged accounts receivable and inventory; • make changes in the nature of its business; • enter into burdensome contracts; and • effect certain modifications or terminations of customer contracts. The TDB Facility Agreement contains events of default including, but not limited to, nonpayment of principal or interest, violation of covenants, breaches of representations and warranties, cross-default to other debt, bankruptcy and other insolvency events, invalidity of loan documentation, certain changes of control of the Company and the other loan parties, termination of material licenses and material adverse changes. At June 30, 2021, the Company and its subsidiaries party to the TDB Facility Agreement were in compliance with all such covenants under the TDB Facility Agreement, as amended by a First Amendment and Waiver Letter dated as of December 30, 2020, and $81,644 was available for borrowing under the TDB Facility Agreement, after reducing availability by the aggregate borrowings under the TDB Facility Agreement of $108,356 outstanding on that date. See "Note 25. Subsequent Events" for a description of the amendment and restatement of the TDB Facility Agreement completed on August 12, 2021. Short-Term Borrowings Excluding all long-term credit agreements, the Company has typically financed its non-U.S. operations with uncommitted unsecured short-term seasonal lines of credit arrangements with a number of banks. These operating lines are generally seasonal in nature, typically extending for a term of 180 to 270 days corresponding to the tobacco crop cycle in that location. These facilities are typically uncommitted in that the lenders have the right to cease making loans and demand repayment of loans at any time. These loans are typically renewed at the outset of each tobacco season. Certain of the foreign seasonal lines of credit are secured by inventories as collateral. |
Securitized Receivables
Securitized Receivables | 3 Months Ended |
Jun. 30, 2021 | |
Transfers and Servicing [Abstract] | |
Securitized Receivables | Securitized Receivables The Company sells trade receivables to unaffiliated financial institutions under two accounts receivable securitization facilities. Under the first facility, the Company continuously sells a designated pool of trade receivables to a special purpose entity, which sells 100% of the receivables to an unaffiliated financial institution. As of June 30, 2021, the limit under the first facility was $125,000 of trade receivables. Under the second facility, the Company offers receivables for sale to unaffiliated financial institutions, which are then subject to acceptance by the unaffiliated financial institutions. As of June 30, 2021, the limit under the second facility was $125,000 of trade receivables. As the servicer of these facilities, the Company may receive funds that are due to the unaffiliated financial institutions, which are net settled on the next settlement date. As a result of the net settlement, trade and other receivables, net in the condensed consolidated balance sheets has been reduced by $4,724, $5,663, and $3,651 as of June 30, 2021 and 2020, and March 31, 2021, respectively. The following summarizes the accounts receivable securitization information: Successor Predecessor Successor June 30, 2021 June 30, 2020 March 31, 2021 Receivables outstanding in facility $ 66,671 $ 60,324 $ 90,693 Beneficial interests 20,271 14,949 19,370 Servicing liability 33 7 14 Successor Predecessor Three Months Ended June 30, 2021 Three Months Ended June 30, 2020 Cash proceeds for the period ended: Cash purchase price $ 90,012 $ 108,007 Deferred purchase price 37,681 53,949 Service fees 143 131 Total $ 127,836 $ 162,087 |
Guarantees
Guarantees | 3 Months Ended |
Jun. 30, 2021 | |
Guarantees [Abstract] | |
Guarantees | Guarantees In certain markets, the Company guarantees bank loans to suppliers to finance their crops. Under longer-term arrangements, the Company may also guarantee financing on suppliers’ construction of curing barns or other tobacco production assets. Guaranteed loans are generally repaid concurrent with the delivery of tobacco to the Company. The Company is obligated to repay guaranteed loans should the supplier default. If default occurs, the Company has recourse against its various suppliers and their production assets. The Company also guarantees bank loans of certain unconsolidated subsidiaries in Asia and South America and a lease obligation for a former unconsolidated subsidiary in North America. The following summarizes amounts guaranteed and the fair value of those guarantees: Successor Predecessor Successor June 30, 2021 June 30, 2020 March 31, 2021 Amounts guaranteed (not to exceed) $ 95,272 $ 110,712 $ 93,489 Amounts outstanding under guarantee (1) 32,461 48,339 30,111 Fair value of guarantees 1,962 3,312 1,740 Amounts due to local banks on behalf of suppliers and included in accounts payable 12,216 14,206 10,930 |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial InstrumentsAs of June 30, 2021, accumulated other comprehensive loss includes $3,104, net of $(1,401) of tax, for net unrealized gains related to designated cash flow hedges, respectively. The Company recorded a net gain of $(415) in cost of goods and services sold for the three months ended June 30, 2021. The Company recorded current derivative assets of $4,896 as of June 30, 2021 included in the condensed consolidated balance sheets. The U.S. Dollar notional amount of derivative contracts outstanding as of June 30, 2021 was $53,436. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following summarizes the financial assets and liabilities measured at fair value on a recurring basis: Successor Predecessor Successor June 30, 2021 June 30, 2020 March 31, 2021 Total Total Total Level 2 Level 3 at Fair Value Level 2 Level 3 at Fair Value Level 2 Level 3 at Fair Value Financial Assets: Derivative financial instruments $ 4,896 $ — $ 4,896 $ — $ — $ — $ 917 $ — $ 917 Securitized beneficial interests — 20,271 20,271 — 14,949 14,949 — 19,370 19,370 Total assets $ 4,896 $ 20,271 $ 25,167 $ — $ 14,949 $ 14,949 $ 917 $ 19,370 $ 20,287 Financial Liabilities: Long-term debt $ 450,724 $ 3,164 $ 453,888 $ 318,060 $ 3804 $ 321,864 $ 467,795 $ 3162 $ 470,957 Guarantees — 1,962 1,962 — 3,312 3,312 — 1,740 1,740 Total liabilities $ 450,724 $ 5,126 $ 455,850 $ 318,060 $ 7,116 $ 325,176 $ 467,795 $ 4,902 $ 472,697 Level 2 measurements • Debt: The fair value of debt is based on the market price for similar financial instruments or model-derived valuations with observable inputs. The primary inputs to the valuation include market expectations, the Company's credit risk, and the contractual terms of the debt instrument. • Derivatives: The fair value of derivatives is based on the discounted cash flow analysis of the expected future cash flows. The primary inputs to the valuation include forward yield curves, implied volatilities, LIBOR rates, and credit valuation adjustments. Level 3 measurements • Guarantees: The fair value of guarantees is based the discounted cash flow analysis of the expected future cash flows or historical loss rates. The primary inputs to the discounted cash flow analysis of the expected future cash flows include historical loss rates ranging between 0.1% to 10.0% as of June 30, 2021. The historical loss rate was weighted by the principal balance of the loans. • Securitized beneficial interests: The fair value of securitized beneficial interests is based on using the present value of future expected cash flows. The primary inputs to this valuation include payment speeds of 64 to 81 days and discount rates of 1.6% to 3.5% as of June 30, 2021. The discount rate was weighted by the outstanding interest. Payment speed was weighted by the average days outstanding. • Long-term debt: The fair value of the long-term debt is based on the present value of future payments. The primary inputs to this valuation include treasury notes interest of 0.9% to 1.4% and borrowing rates of 7.0% to 10.7% . The borrowing rates were weighted by average loans outstanding. The following summarizes the reconciliation of changes in Level 3 instruments measured on a recurring basis: Successor Predecessor Three months ended June 30, 2021 Three months ended June 30, 2020 Securitized Beneficial Interests Long-Term Debt Guarantees Securitized Beneficial Interests Long-Term Debt Guarantees Beginning balance $ 19,370 $ 3,162 $ 1,740 $ 27,021 $ 848 $ 2,791 Issuances of sales of receivables/guarantees — — 223 47,120 — 647 Settlements (36,695) — (26) (57,902) (100) (117) Additions 38,498 2 — — 3,056 — (Losses) gains recognized in earnings (902) — 25 (1,290) — (9) Ending balance $ 20,271 $ 3,164 $ 1,962 $ 14,949 $ 3,804 $ 3,312 |
Pension and Other Postretiremen
Pension and Other Postretirement Benefits | 3 Months Ended |
Jun. 30, 2021 | |
Retirement Benefits [Abstract] | |
Pension and Other Postretirement Benefits | Pension and Other Postretirement Benefits The following summarizes the net periodic pension cost for the defined benefit pension plans: Defined Benefit Plans Successor Predecessor Three months ended June 30, 2021 Three months ended June 30, 2020 Operating expenses: Service cost $ 99 $ 106 Interest expense: Interest expense 677 957 Expected return on plan assets (728) (740) Amortization of prior service cost (1) 10 Actuarial loss 4 521 Net periodic pension cost $ 51 $ 854 The following summarizes the net periodic pension cost (income) for the postretirement health and life insurance benefits plans: Other Postretirement Benefits Successor Predecessor Three months ended June 30, 2021 Three months ended June 30, 2020 Operating expenses: Service cost $ 2 $ 2 Interest expense: Interest expense 49 69 Amortization of prior service cost — (176) Actuarial loss (3) 94 Net periodic benefit cost (income) $ 48 $ (11) The following summarizes contributions to pension plans and postretirement health and life insurance benefits: Successor Predecessor Three months ended June 30, 2021 Three months ended June 30, 2020 Contributions made during the period $ 1,503 $ 875 Contributions expected for the remainder of the fiscal year 4,368 6,306 Total $ 5,871 $ 7,181 |
Contingencies and Other Informa
Contingencies and Other Information | 3 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies and Other Information | Contingencies and Other Information Brazilian Tax Credits The government in the Brazilian State of Parana ("Parana") issued a tax assessment on October 26, 2007 with respect to local intrastate trade tax credits that result primarily from tobacco transferred between states within Brazil. At June 30, 2021, the assessment for intrastate trade tax credits taken is $2,633 and the total assessment including penalties and interest is $9,516. On March 18, 2014, the government in Brazilian State of Santa Catarina also issued a tax assessment with respect to local intrastate trade tax credits that result primarily from tobacco transferred between states within Brazil. At June 30, 2021, the assessment for intrastate trade tax credits taken is $2,278 and the total assessment including penalties and interest is $6,168. The Company believes it has properly complied with Brazilian law and will contest any assessment through the judicial process. Should the Company lose in the judicial process, the loss of the intrastate trade tax credits would have a material impact on the financial statements of the Company. The Company also has local intrastate trade tax credits in the Brazil State of Rio Grande do Sul. This jurisdiction permits the sale or transfer of excess credits to third parties, however approval must be obtained from the tax authorities. The Company has an agreement with the state government regarding the amounts and timing of credits that can be sold. The tax credits have a carrying value of $12,766. The intrastate trade tax credits are monitored for impairment in future periods based on market conditions and the Company’s ability to use or sell the tax credits. Other Matters In addition to the above-mentioned matters, certain of the Company’s subsidiaries are involved in other litigation or legal matters incidental to their business activities, including tax matters. While the outcome of these matters cannot be predicted with certainty, the Company is vigorously defending them and does not currently expect that any of them will have a material adverse effect on its business or financial position. 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. Asset Retirement Obligations The Company identified an asset retirement obligation ("ARO") associated with one of its facilities that requires it to restore the land to its initial condition upon vacating the facility. The Company has not recognized a liability under generally accepted accounting principles for this ARO as the fair value of restoring the land at this site cannot be reasonably estimated since the settlement date is unknown at this time. The settlement date is unknown because the land restoration is not required until title is returned to the government, and the Company has no current or future plans to return the title. The Company will recognize a liability in the period in which sufficient information is available to reasonably estimate its fair value. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company engages in transactions with its equity method investees primarily for the procuring and processing of inventory. The following summarizes sales and purchases transactions with related parties: Successor Predecessor Three months ended June 30, 2021 Three months ended June 30, 2020 Sales $ 10,637 $ 7,228 Purchases 22,342 18,727 The Company has the following related party balances included in its condensed consolidated balances sheets: Successor Predecessor Successor Location in the Condensed Consolidated Balance Sheets June 30, 2021 June 30, 2020 March 31, 2021 Accounts receivable, related parties $ 4,138 $ 4,589 $ 3,585 Other receivables Notes receivable, related parties 17,301 400 11,890 Other receivables Accounts payable, related parties 15,124 19,775 22,376 Accounts payable Advances from related parties 14,550 4,030 — Advances from customers Transactions with the Glendon Investor and the Monarch Investor On August 24, 2020, the Company entered into an Exit Term Loan Credit Agreement and issued Senior Secured First Lien Notes with certain lenders, including the Glendon Investor and the Monarch Investor (see “Note 3. Emergence from Voluntary Reorganization under Chapter 11” for additional information). On April 23, 2021, the Company and certain of its subsidiaries with certain funds managed by the Glendon Investor and the Monarch Investor, as lenders, and related matters entered into a $120,000 delayed-draw credit facility agreement (see "Note 16. Debt Arrangements" for additional information). Accrued expenses and other current liabilities as presented in the condensed consolidated balance sheets as of June 30, 2021 and 2020, and March 31, 2021, includes $6,361, $0, and $2,309, respectively, of interest payable to the Glen don Investor and the Monarch Investor. Interest expense as presented in the condensed consolidated statements of operations includes $7,499 and $0 for three months ended June 30, 2021 and 2020, respectively, that relates to the Glendon Investor and the Monarch Investor. Transactions with the Deconsolidated Canadian Cannabis Subsidiaries In connection with the CCAA Proceeding, the DIP Lender, another non-U.S. subsidiary of the Company, provided Figr Brands with secured debtor-in-possession financing to fund the working capital needs of the Canadian Cannabis Subsidiaries in accordance with the cash flow projections approved by the Monitor and the DIP Lender. These payments also funded fees and expenses paid to the DIP Lender, professional fees and expenses incurred by the Canadian Cannabis Subsidiaries and the Monitor in respect of the CCAA Proceeding, and such other costs and expenses of the Canadian Cannabis Subsidiaries as agreed to by the DIP Lender. As of June 30, 2021 and 2020, and March 31, 2021, the outstanding loan balance under the Canadian DIP Facility was $11,082, $0, and $5,790, respectively, and is included in other receivables within the condensed consolidated balance sheets. As of June 30, 2021 and 2020, and March 31, 2021, other receivables as presented in the condensed consolidated balance sheets also includes $224, $0, and $59, respectively, of interest receivable associated with the loans under the Canadian DIP Facility due from the Canadian Cannabis Subsidiaries. For the three months ended June 30, 2021 and 2020, the Canadian Cannabis Subsidiaries have incurred $165 and $0 in interest expense associated with the Canadian DIP Facility, which is considered income to the Company and is recorded in interest expense, net within the condensed consolidated statements of operations. On July 8, 2021, the loans under the Canadian DIP Facility were fully repaid to the DIP Lender. As of June 30, 2021 and 2020, and March 31, 2021, the fair value of the related party note receivable retained by the Company from the Canadian Cannabis Subsidiaries was $6,219, $0, and $6,100, respectively, and is recorded in other receivables within the condensed consolidated balance sheets. See "Note 5. CCAA Proceeding and Deconsolidation of Subsidiaries" for additional information. |
Segment Information
Segment Information | 3 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company's operations are managed and reported in nine operating segments that are organized by product category and geographic area and aggregated into three reportable segments for financial reporting purposes: Leaf - North America, Leaf - Other Regions, and Other Products and Services. The types of products and services from which each reportable segment derives its revenues are as follows: • Leaf - North America ships tobacco to manufacturers of cigarettes and other consumer tobacco products around the world. Leaf - North America is more concentrated on processing and other activities compared to the rest of the world. • Leaf - Other Regions ships tobacco to manufacturers of cigarettes and other consumer tobacco products around the world. Leaf - Other Regions sells a small amount of processed but un-threshed flue-cured and burley tobacco in loose-leaf and bundle form to certain customers. • Other Products and Services primarily consists of e-liquid products and industrial hemp and included, for periods prior to the Order Date, the Canadian Cannabis Subsidiaries. E-liquids and industrial hemp products are sold through retailers and directly to consumers via e-commerce platforms and other distribution channels. The Canadian Cannabis Subsidiaries collectively operate businesses, under licenses issued by Health Canada, for the production and sale of cannabis products to retailers in Canada. The following summarizes segment information: Successor Predecessor Three months ended June 30, 2021 Three months ended June 30, 2020 Sales and other operating revenues: Leaf - North America $ 49,768 $ 29,897 Leaf - Other Regions 280,090 227,739 Other Products and Services 3,432 5,173 Total sales and other operating revenues $ 333,290 $ 262,809 Operating income (loss): Leaf - North America $ 2,596 $ (833) Leaf - Other Regions 11,940 (6,182) Other Products and Services (6,332) (36,581) Total operating income $ 8,204 $ (43,596) Successor Predecessor Successor June 30, 2021 June 30, 2020 March 31, 2021 Segment assets: Leaf - North America $ 267,254 $ 283,715 $ 247,265 Leaf - Other Regions 1,330,988 1,334,372 1,204,993 Other Products and Services 83,586 174,581 87,204 Total assets $ 1,681,828 $ 1,792,668 $ 1,539,462 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events African Seasonal Lines of Credit On August 12, 2021, the Company and certain subsidiaries of the Company, including the Company’s subsidiaries in Malawi, Tanzania, and Zambia (the “African Subsidiary Borrowers”), entered into the Third Amendment and Restatement Agreement (the “Restated TDB Agreement”) with TDB to amend and restate the Second Amendment and Restatement Agreement dated August 24, 2020 among them, as amended by an amendment letter dated December 30, 2020, an amendment letter dated February 19, 2021 and an Amendment Agreement dated as of June 24, 2021. The Restated TDB Agreement sets forth the terms that govern the foreign seasonal lines of credit of each of the African Subsidiary Borrowers with TDB and supersedes the prior terms in effect. The Restated TDB Agreement provides for a lending commitment with respect to the line of credit of the Company’s Malawi subsidiary of $80.0 million, a lending commitment with respect to the line of credit of the Company’s Tanzania subsidiary of $85.0 million, and a lending commitment with respect to the line of credit of the Company’s Zambia subsidiary of $40.0 million, in each case with current borrowing availability reduced by the amount of outstanding loans borrowed under the respective existing line of credit with TDB. Loans under the Restated TDB Agreement bear interest at LIBOR plus 6%. The Restated TDB Agreement terminates on June 30, 2024, unless terminated sooner at TDB’s discretion on June 30, 2022 or June 30, 2023. The terms of the Restated TDB Agreement may also be modified at TDB’s discretion on those dates. Borrowings under the Restated TDB Agreement are due upon the termination of the Restated TDB Agreement. The effectiveness of the Restated TDB Agreement is conditioned upon TDB’s review of specified documentation. Pursuant to the Restated TDB Agreement, each of the Company and its subsidiaries, Pyxus Parent, Inc., and Pyxus Holdings, guarantee the obligations of the African Subsidiary Borrowers under the Restated TDB Agreement. In addition, the Restated TDB Agreement provides that obligations of each African Subsidiary under the Restated TDB Agreement are secured by a first priority pledge of: • tobacco purchased by that African Subsidiary that is financed by TDB; • intercompany receivables arising from the sale of the tobacco financed by TDB; • customer receivables arising from the sale of the tobacco financed by TDB; and • such African Subsidiary’s local collection account receiving customer payments for purchases of tobacco financed by TDB. The Restated TDB Agreement also requires Alliance One International, LLC, a subsidiary of the Company, to pledge customer receivables arising from the sale of the tobacco financed by TDB and pledge its collection accounts designated for receiving customer payments for purchases of tobacco financed by TDB. The Restated TDB Agreement contains affirmative and negative covenants (subject, in each case, to customary and other exceptions and qualifications), including covenants that limit the ability of the African Subsidiary Borrowers to, among other things: • grant liens on assets; • incur additional indebtedness (including guarantees and other contingent obligations); • sell or otherwise dispose of property or assets; • maintain a specified amount of pledged accounts receivable and inventory; • make changes in the nature of its business; • enter into burdensome contracts; and • effect certain modifications or terminations of customer contracts. The Restated TDB Agreement contains events of default including, but not limited to, nonpayment of principal or interest, violation of covenants, breaches of representations and warranties, cross-default to other debt, bankruptcy and other insolvency events, invalidity of loan documentation, certain changes of control of the Company and the other loan parties, termination of material licenses, and material adverse changes. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying condensed consolidated financial statements represent the consolidation of Pyxus International, Inc. (the "Company" or "Pyxus") and all companies that Pyxus directly or indirectly controls, either through majority ownership or otherwise. The terms the “Company,” “Pyxus,” “we,” or “us” when used with respect to periods commencing prior to the effectiveness of the Plan (as defined below), refer to Old Pyxus (as defined below), unless the context would indicate otherwise. These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include the information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of management, the normal and recurring adjustments necessary for fair statement of financial position, results of operations, and cash flows at the dates and for the periods presented have been included. Intercompany accounts and transactions have been eliminated. These condensed consolidated interim financial statements should be read in conjunction with the Company's consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the fiscal year ended March 31, 2021 filed on June 29, 2021. Due to the seasonal nature of the Company’s business, the results of operations for a fiscal quarter are not necessarily indicative of the operating results that may be attained for other quarters or a full fiscal year. The Company applied Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 852 – Reorganizations (“ASC 852”) in preparing the condensed consolidated financial statements. For periods subsequent to the commencement of the Chapter 11 Cases (as defined below), ASC 852 requires distinguishing transactions associated with the reorganization separate from activities related to the ongoing operations of the business. Upon the effectiveness of the Plan and the emergence of the Debtors (as defined below) from the Chapter 11 Cases, the Company determined it qualified for fresh start reporting under ASC 852, which resulted in the Company becoming a new entity for financial reporting purposes on the Effective Date (as defined below). The Company elected to apply fresh start reporting using a convenience date of August 31, 2020 (the “Fresh Start Reporting Date”). The Company evaluated and concluded that the events between the Effective Date (as defined below) and the Fresh Start Reporting Date were not material to the Company's financial reporting on both a quantitative or qualitative basis. See “ Note 4. Fresh Start Reporting ” for additional information. Due to the application of fresh start reporting, the pre-emergence and post-emergence periods are not comparable. The lack of comparability is emphasized by the use of a “black line” to separate the Predecessor and Successor periods in the condensed consolidated financial statements and footnote tables. References to “Successor” relate to our financial position after August 31, 2020 and results of operations for periods commencing after August 31, 2020. References to “Predecessor” relate to our financial position on or before August 31, 2020 and results of operations for periods ending on or before August 31, 2020. |
Reclassifications | Certain prior period amounts relating to balances with related parties have been reclassified to conform to the current year presentation in the condensed consolidated balance sheets. See " Note 23. Related Party Transactions " for additional information. |
New Accounting Standards | In December 2019, the FASB issued Accounting Standards Update ("ASU") No. 2019-12, Simplifying the Accounting for Income Taxes . ASU 2019-12 eliminates certain exceptions related to the approach for intra-period tax allocations, the methodology for calculating income taxes during interim periods when there are changes in tax laws or when year-to-date losses exceed anticipated losses, and the recognition of deferred tax liabilities for outside basis differences in foreign investments. This guidance also simplifies aspects of the accounting for franchise taxes that are partially based on income, separate financial statements of legal entities not subject to tax, and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The guidance became effective for the Company on April 1, 2021. The adoption of this new accounting standard did not have a material impact on the Company's financial condition, results of operations, cash flows, or disclosures. |
Emergence from Voluntary Reor_2
Emergence from Voluntary Reorganization under Chapter 11 (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Reorganizations [Abstract] | |
Schedule of Fresh-Start Reporting Adjustments | the condensed consolidated balance sheets, and include the following as of June 30, 2020: Predecessor Liabilities subject to compromise: Debt subject to compromise $ 635,686 Accrued interest on debt subject to compromise 13,421 $ 649,107 Predecessor Reorganization Items: Professional fees $ (2,573) United States trustee fees (518) Write-off of unamortized debt issuance costs and discount (4,020) DIP financing fees (19,755) $ (26,866) The adjustments set forth in the following condensed consolidated balance sheet as of August 31, 2020 reflect the effects of the transactions contemplated by the Plan and executed on the Fresh Start Reporting Date (reflected in the column entitled “Reorganization Adjustments”) as well as the fair value and other required accounting adjustments resulting from the adoption of fresh start reporting (reflected in the column entitled “Fresh Start Reporting Adjustments”). (in thousands) As of August 31, 2020 Fresh Start Reporting Adjustments Predecessor Reorganization Adjustments As Reported at September 30, 2020 As Adjusted at December 31, 2020 Successor Assets Current assets Cash and cash equivalents $ 111,427 $ (18,289) (1) $ — $ — $ 93,138 Restricted cash 2,949 21,500 (2) — — 24,449 Trade receivables, net 152,309 — — — 152,309 Other receivables 13,227 — — — 13,227 Accounts receivable, related parties 2,780 — — — 2,780 Inventories, net 861,851 — — — 861,851 Advances to tobacco suppliers, net 44,061 — — — 44,061 Recoverable income taxes 5,830 — — — 5,830 Prepaid expenses 34,350 — — — 34,350 Other current assets 15,059 — — — 15,059 Total current assets 1,243,843 3,211 — — 1,247,054 Restricted cash 389 — — — 389 Investments in unconsolidated affiliates 54,460 — 13,291 30,531 (13) 84,991 Goodwill 6,120 — 48,756 31,815 (14) 37,935 Other intangible assets, net 64,924 — 1,596 6,075 (15) 70,999 Deferred income taxes, net 125 — 9,638 7,484 (16) 7,609 Long-term recoverable income taxes 3,130 — — — 3,130 Other noncurrent assets 45,821 3,139 (3) (310) (310) (17) 48,650 Right-of-use assets 39,576 — (4,281) (4,281) (18) 35,295 Property, plant, and equipment, net 299,293 — (124,965) (125,820) (19) 173,473 Total assets $ 1,757,681 $ 6,350 $ (56,275) $ (54,506) $ 1,709,525 Liabilities and Stockholders’ Equity Current liabilities Notes payable to banks $ 461,783 $ — $ — $ — $ 461,783 DIP financing 206,700 (206,700) (4) — — — Accounts payable 58,813 334 (5) 25 25 59,172 Accounts payable, related parties 26,125 — — — 26,125 Advances from customers 23,967 — — — 23,967 Accrued expenses and other current liabilities 113,118 (31,853) (6) (1,792) (1,792) (20) 79,473 Income taxes payable 8,319 — — — 8,319 Operating leases payable 11,083 — (992) (992) (21) 10,091 Current portion of long-term debt 90 — — — 90 Total current liabilities 909,998 (238,219) (2,759) (2,759) 669,020 Long-term taxes payable 7,623 — — — 7,623 Long-term debt 277,090 250,546 (7) (15,304) (15,304) (22) 512,332 Deferred income taxes 20,749 91 (8) (10,070) (7,742) (23) 13,098 Liability for unrecognized tax benefits 13,420 — — — 13,420 Long-term leases 25,728 — (2,263) (2,263) (21) 23,465 Pension, postretirement, and other long-term liabilities 71,898 — 3,467 3,467 (24) 75,365 Total liabilities not subject to compromise 1,326,506 12,418 (26,929) (24,601) 1,314,323 Liabilities subject to compromise Debt subject to compromise 635,686 (635,686) (9) — — — Accrued interest on debt subject to compromise 26,156 (26,156) (9) — — — Total liabilities subject to compromise 661,842 (661,842) — — — Total liabilities 1,988,348 (649,424) (26,929) (24,601) 1,314,323 Stockholders’ equity Common Stock—no par value: Predecessor common stock (shares) 9,976 (9,976) — — — Successor common stock (shares) — 25,000 — — 25,000 Predecessor additional paid-in capital 468,147 (468,147) (10) — — — Successor additional paid-in capital — 391,402 (11) — (313) 391,089 Retained deficit (644,250) 728,160 (12) (83,910) (83,910) (25) — Accumulated other comprehensive loss (54,484) — 54,484 54,484 (26) — Total stockholders’ equity (deficit) of Pyxus International, Inc. (230,587) 651,415 (29,426) (29,739) 391,089 Noncontrolling interests (80) 4,359 80 (166) 4,113 Total stockholders’ equity (deficit) (230,667) 655,774 (29,346) (29,905) 395,202 Total liabilities and stockholders’ equity $ 1,757,681 $ 6,350 $ (56,275) $ (54,506) $ 1,709,525 (1) The following summarizes the change in cash and cash equivalents: Proceeds from ABL Credit Facility, net of debt issuance costs $ 26,861 Repayment of DIP Facility (213,418) Proceeds from Term Loan Credit Facility 213,418 Proceeds from 10.0% first lien notes 280,844 Repayment of 8.5% first lien notes (280,844) Payment to fund professional fee escrow account (21,500) Payment of other professional and administrative fees (11,828) Payment of accrued interest on DIP Facility (494) Payment to holders of Predecessor second lien notes that elected the cash option (1,199) Payment to holders of Predecessor common stock (1,000) Payment of accrued interest on prepetition Predecessor first lien notes (9,129) $ (18,289) (2) Represents the funding of an escrow account for professional fees associated with the Chapter 11 Cases. (3) Represents the capitalization of debt issuance costs related to the ABL Credit Facility. (4) Represents the conversion of the DIP Facility that was exchanged for the Term Loans, and accordingly reclassified to long-term debt. (5) Reflects the recognition of payables for professional fees to be paid subsequent to the Company's emergence from Chapter 11 Cases. (6) The following summarizes the net change in accrued expenses and other current liabilities: Payment of accrued interest on the DIP Facility $ (494) Payment of accrued interest on the Predecessor first lien notes (9,129) Settlement of accrued backstop fee through the issuance of common stock (18,000) Reclassification of DIP Facility exit fee to long-term debt (6,718) Recognition of accrued interest from the Effective Date to the Convenience Date 1,044 Accrual for professional fees 1,444 $ (31,853) (7) The following summarizes the changes in long-term debt: Draw on the ABL Credit Facility $ 30,000 Issuance of the Term Loans (1) 213,418 Conversion of redemption fee on Predecessor first lien notes to Successor Notes 5,843 Derecognition of the original issue discount and the debt issuance costs on Predecessor first lien notes 1,285 $ 250,546 (1) Includes $6,718 related to the DIP Facility exit fee (8) Represents the recognition of deferred tax liabilities as a result of the cumulative tax impact of the reorganization adjustments herein. (9) Represents the settlement of liabilities subject to compromise in accordance with the Plan, which resulted in a gain on the discharge of the Predecessor second lien notes as follows: Debt subject to compromise $ 635,686 Accrued interest on debt subject to compromise 26,156 Total second lien notes discharged 661,842 Payment to holders of second lien notes electing cash option (1,199) Value of common stock issued to holders of second lien notes (198,339) Gain on discharge of second lien notes $ 462,304 (10) Represents the cancellation of Predecessor common stock. (11) The changes in Successor additional paid-in capital were as follows: Value of Successor common stock, second lien notes $ 198,339 Value of Successor common stock, other 193,063 $ 391,402 (12) Represents $260,013 of cumulative impact to Predecessor retained deficit as a result of the reorganization adjustments described above and $468,147 for the elimination of Predecessor common stock. (13) Represents fair value adjustments to the Company's equity method investments. (14) Represents reorganization value in excess of value allocable to tangible and intangible assets. (15) Represents the fair value adjustments to recognize the customer relationships, licenses, technology (inclusive of patents and know how), trade names, and internally developed software intangible assets. (16) Represents the recognition of deferred tax assets as a result of the cumulative tax impact of the fresh start adjustments herein. (17) Represents an adjustment to pension assets of ($352), partially offset by other adjustments of $42. (18) Represents the fair value adjustments to right-of-use lease assets. (19) Represents the following fair value adjustments to property, plant, and equipment, net: Predecessor Fair Value Successor Land $ 33,562 $ (104) $ 33,458 Buildings 259,255 (195,797) 63,458 Machinery and equipment 198,708 (122,151) 76,557 Total 491,525 (318,052) 173,473 Less: Accumulated Depreciation (192,232) 192,232 — Total property, plant, and equipment, net $ 299,293 $ (125,820) $ 173,473 (20) Represents the revaluation of the current pension liability of ($1,800), partially offset by an adjustment to financing leases of $8. (21) Represents the Company's recalculation of lease obligations using a higher incremental borrowing rate applicable upon emergence from Chapter 11 Cases and commensurate with the new capital structure. (22) Represents the fair value adjustment to the first lien notes. (23) Represents the adjustment of deferred tax liabilities as a result of the cumulative tax impact of the fresh start valuation adjustments herein. (24) Represents the recalculation of the present value of the Company's pension liability. (25) Represents the cumulative impact of the remeasurement of assets and liabilities from fresh start reporting, $7,631 of tax effect of reorganization items, and the elimination of Predecessor's accumulated other comprehensive losses for the five months ended August 31, 2020. (26) Represents the derecognition of accumulated other comprehensive loss as a result of reorganization pension adjustments, and the elimination of Predecessor's foreign currency translation adjustments. |
Fresh Start Reporting (Tables)
Fresh Start Reporting (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Reorganizations [Abstract] | |
Schedule of Reconciliation of Enterprise and Reorganization Value | The following reconciles the estimated enterprise value to the estimated fair value of the Successor common stock as of the Fresh Start Reporting Date: Enterprise value, excluding cash $ 1,252,379 Plus: cash, cash equivalents, and restricted cash 117,587 Less: fair value of debt (974,205) Fair value of Successor stockholders’ equity $ 395,761 Shares issued upon emergence 25,000 Per share value $ 15.83 The following reconciles estimated enterprise value to the reorganization value of the Successor assets to be allocated to individual assets as of the Fresh Start Reporting Date: Enterprise value, excluding cash $ 1,252,379 Plus: cash, cash equivalents, and restricted cash 117,587 Plus: working capital liabilities 170,905 Plus: other operating liabilities 54,700 Plus: non-operating liabilities 113,954 Reorganization value of Successor assets $ 1,709,525 |
Schedule of Fresh-Start Reporting Adjustments | the condensed consolidated balance sheets, and include the following as of June 30, 2020: Predecessor Liabilities subject to compromise: Debt subject to compromise $ 635,686 Accrued interest on debt subject to compromise 13,421 $ 649,107 Predecessor Reorganization Items: Professional fees $ (2,573) United States trustee fees (518) Write-off of unamortized debt issuance costs and discount (4,020) DIP financing fees (19,755) $ (26,866) The adjustments set forth in the following condensed consolidated balance sheet as of August 31, 2020 reflect the effects of the transactions contemplated by the Plan and executed on the Fresh Start Reporting Date (reflected in the column entitled “Reorganization Adjustments”) as well as the fair value and other required accounting adjustments resulting from the adoption of fresh start reporting (reflected in the column entitled “Fresh Start Reporting Adjustments”). (in thousands) As of August 31, 2020 Fresh Start Reporting Adjustments Predecessor Reorganization Adjustments As Reported at September 30, 2020 As Adjusted at December 31, 2020 Successor Assets Current assets Cash and cash equivalents $ 111,427 $ (18,289) (1) $ — $ — $ 93,138 Restricted cash 2,949 21,500 (2) — — 24,449 Trade receivables, net 152,309 — — — 152,309 Other receivables 13,227 — — — 13,227 Accounts receivable, related parties 2,780 — — — 2,780 Inventories, net 861,851 — — — 861,851 Advances to tobacco suppliers, net 44,061 — — — 44,061 Recoverable income taxes 5,830 — — — 5,830 Prepaid expenses 34,350 — — — 34,350 Other current assets 15,059 — — — 15,059 Total current assets 1,243,843 3,211 — — 1,247,054 Restricted cash 389 — — — 389 Investments in unconsolidated affiliates 54,460 — 13,291 30,531 (13) 84,991 Goodwill 6,120 — 48,756 31,815 (14) 37,935 Other intangible assets, net 64,924 — 1,596 6,075 (15) 70,999 Deferred income taxes, net 125 — 9,638 7,484 (16) 7,609 Long-term recoverable income taxes 3,130 — — — 3,130 Other noncurrent assets 45,821 3,139 (3) (310) (310) (17) 48,650 Right-of-use assets 39,576 — (4,281) (4,281) (18) 35,295 Property, plant, and equipment, net 299,293 — (124,965) (125,820) (19) 173,473 Total assets $ 1,757,681 $ 6,350 $ (56,275) $ (54,506) $ 1,709,525 Liabilities and Stockholders’ Equity Current liabilities Notes payable to banks $ 461,783 $ — $ — $ — $ 461,783 DIP financing 206,700 (206,700) (4) — — — Accounts payable 58,813 334 (5) 25 25 59,172 Accounts payable, related parties 26,125 — — — 26,125 Advances from customers 23,967 — — — 23,967 Accrued expenses and other current liabilities 113,118 (31,853) (6) (1,792) (1,792) (20) 79,473 Income taxes payable 8,319 — — — 8,319 Operating leases payable 11,083 — (992) (992) (21) 10,091 Current portion of long-term debt 90 — — — 90 Total current liabilities 909,998 (238,219) (2,759) (2,759) 669,020 Long-term taxes payable 7,623 — — — 7,623 Long-term debt 277,090 250,546 (7) (15,304) (15,304) (22) 512,332 Deferred income taxes 20,749 91 (8) (10,070) (7,742) (23) 13,098 Liability for unrecognized tax benefits 13,420 — — — 13,420 Long-term leases 25,728 — (2,263) (2,263) (21) 23,465 Pension, postretirement, and other long-term liabilities 71,898 — 3,467 3,467 (24) 75,365 Total liabilities not subject to compromise 1,326,506 12,418 (26,929) (24,601) 1,314,323 Liabilities subject to compromise Debt subject to compromise 635,686 (635,686) (9) — — — Accrued interest on debt subject to compromise 26,156 (26,156) (9) — — — Total liabilities subject to compromise 661,842 (661,842) — — — Total liabilities 1,988,348 (649,424) (26,929) (24,601) 1,314,323 Stockholders’ equity Common Stock—no par value: Predecessor common stock (shares) 9,976 (9,976) — — — Successor common stock (shares) — 25,000 — — 25,000 Predecessor additional paid-in capital 468,147 (468,147) (10) — — — Successor additional paid-in capital — 391,402 (11) — (313) 391,089 Retained deficit (644,250) 728,160 (12) (83,910) (83,910) (25) — Accumulated other comprehensive loss (54,484) — 54,484 54,484 (26) — Total stockholders’ equity (deficit) of Pyxus International, Inc. (230,587) 651,415 (29,426) (29,739) 391,089 Noncontrolling interests (80) 4,359 80 (166) 4,113 Total stockholders’ equity (deficit) (230,667) 655,774 (29,346) (29,905) 395,202 Total liabilities and stockholders’ equity $ 1,757,681 $ 6,350 $ (56,275) $ (54,506) $ 1,709,525 (1) The following summarizes the change in cash and cash equivalents: Proceeds from ABL Credit Facility, net of debt issuance costs $ 26,861 Repayment of DIP Facility (213,418) Proceeds from Term Loan Credit Facility 213,418 Proceeds from 10.0% first lien notes 280,844 Repayment of 8.5% first lien notes (280,844) Payment to fund professional fee escrow account (21,500) Payment of other professional and administrative fees (11,828) Payment of accrued interest on DIP Facility (494) Payment to holders of Predecessor second lien notes that elected the cash option (1,199) Payment to holders of Predecessor common stock (1,000) Payment of accrued interest on prepetition Predecessor first lien notes (9,129) $ (18,289) (2) Represents the funding of an escrow account for professional fees associated with the Chapter 11 Cases. (3) Represents the capitalization of debt issuance costs related to the ABL Credit Facility. (4) Represents the conversion of the DIP Facility that was exchanged for the Term Loans, and accordingly reclassified to long-term debt. (5) Reflects the recognition of payables for professional fees to be paid subsequent to the Company's emergence from Chapter 11 Cases. (6) The following summarizes the net change in accrued expenses and other current liabilities: Payment of accrued interest on the DIP Facility $ (494) Payment of accrued interest on the Predecessor first lien notes (9,129) Settlement of accrued backstop fee through the issuance of common stock (18,000) Reclassification of DIP Facility exit fee to long-term debt (6,718) Recognition of accrued interest from the Effective Date to the Convenience Date 1,044 Accrual for professional fees 1,444 $ (31,853) (7) The following summarizes the changes in long-term debt: Draw on the ABL Credit Facility $ 30,000 Issuance of the Term Loans (1) 213,418 Conversion of redemption fee on Predecessor first lien notes to Successor Notes 5,843 Derecognition of the original issue discount and the debt issuance costs on Predecessor first lien notes 1,285 $ 250,546 (1) Includes $6,718 related to the DIP Facility exit fee (8) Represents the recognition of deferred tax liabilities as a result of the cumulative tax impact of the reorganization adjustments herein. (9) Represents the settlement of liabilities subject to compromise in accordance with the Plan, which resulted in a gain on the discharge of the Predecessor second lien notes as follows: Debt subject to compromise $ 635,686 Accrued interest on debt subject to compromise 26,156 Total second lien notes discharged 661,842 Payment to holders of second lien notes electing cash option (1,199) Value of common stock issued to holders of second lien notes (198,339) Gain on discharge of second lien notes $ 462,304 (10) Represents the cancellation of Predecessor common stock. (11) The changes in Successor additional paid-in capital were as follows: Value of Successor common stock, second lien notes $ 198,339 Value of Successor common stock, other 193,063 $ 391,402 (12) Represents $260,013 of cumulative impact to Predecessor retained deficit as a result of the reorganization adjustments described above and $468,147 for the elimination of Predecessor common stock. (13) Represents fair value adjustments to the Company's equity method investments. (14) Represents reorganization value in excess of value allocable to tangible and intangible assets. (15) Represents the fair value adjustments to recognize the customer relationships, licenses, technology (inclusive of patents and know how), trade names, and internally developed software intangible assets. (16) Represents the recognition of deferred tax assets as a result of the cumulative tax impact of the fresh start adjustments herein. (17) Represents an adjustment to pension assets of ($352), partially offset by other adjustments of $42. (18) Represents the fair value adjustments to right-of-use lease assets. (19) Represents the following fair value adjustments to property, plant, and equipment, net: Predecessor Fair Value Successor Land $ 33,562 $ (104) $ 33,458 Buildings 259,255 (195,797) 63,458 Machinery and equipment 198,708 (122,151) 76,557 Total 491,525 (318,052) 173,473 Less: Accumulated Depreciation (192,232) 192,232 — Total property, plant, and equipment, net $ 299,293 $ (125,820) $ 173,473 (20) Represents the revaluation of the current pension liability of ($1,800), partially offset by an adjustment to financing leases of $8. (21) Represents the Company's recalculation of lease obligations using a higher incremental borrowing rate applicable upon emergence from Chapter 11 Cases and commensurate with the new capital structure. (22) Represents the fair value adjustment to the first lien notes. (23) Represents the adjustment of deferred tax liabilities as a result of the cumulative tax impact of the fresh start valuation adjustments herein. (24) Represents the recalculation of the present value of the Company's pension liability. (25) Represents the cumulative impact of the remeasurement of assets and liabilities from fresh start reporting, $7,631 of tax effect of reorganization items, and the elimination of Predecessor's accumulated other comprehensive losses for the five months ended August 31, 2020. (26) Represents the derecognition of accumulated other comprehensive loss as a result of reorganization pension adjustments, and the elimination of Predecessor's foreign currency translation adjustments. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue Disaggregated by Major Source | The following disaggregates sales and other operating revenues by major source: Successor Predecessor Three months ended June 30, 2021 Three months ended June 30, 2020 Leaf - North America: Product revenue $ 46,284 $ 25,918 Processing and other revenues 3,484 3,979 Total sales and other operating revenues 49,768 29,897 Leaf - Other Regions: Product revenue 265,457 218,356 Processing and other revenues 14,633 9,383 Total sales and other operating revenues 280,090 227,739 Other Products and Services: Total sales and other operating revenues 3,432 5,173 Total sales and other operating revenues $ 333,290 $ 262,809 |
Schedule of Allowance for Doubtful Accounts and Activity of Claims Allowances | The following summarizes activity in the allowance for expected credit losses: Successor Predecessor Three months ended June 30, 2021 Three months ended June 30, 2020 Balance, beginning of period $ (20,900) $ (15,893) Additions (380) — Write-offs 147 908 Balance, end of period (21,133) (14,985) Trade receivables 219,374 174,377 Trade receivables, net $ 198,241 $ 159,392 |
Restructuring and Asset Impai_2
Restructuring and Asset Impairment Charges (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring and Asset Impairment Charges | The following summarizes the Company's restructuring and asset impairment charges: Successor Predecessor Three months ended June 30, 2021 Three months ended June 30, 2020 Employee separation charges $ 147 $ 40 Asset impairment and other non-cash charges 86 33 Restructuring and asset impairment charges $ 233 $ 73 |
Schedule of Employee Separation and Other Cash Charges | The following summarizes the activity in the restructuring accrual for employee separation and other cash charges by reportable segment: Successor Predecessor Three months ended June 30, 2021 Three months ended June 30, 2020 Other Products and Services Leaf - North America Leaf - Other Regions Leaf - North America Leaf - Other Regions Beginning balance $ 2,141 $ 1,406 $ 1,063 $ — $ 407 Period charges 14 — 133 — 40 Payments (253) (717) (537) — (126) Ending balance $ 1,902 $ 689 $ 659 $ — $ 321 |
Schedule of Asset Impairment and Other Non-Cash Charges | The following summarizes the asset impairment and other non-cash charges by reportable segment: Successor Predecessor Three months ended June 30, 2021 Three months ended June 30, 2020 Leaf - North America $ — $ 26 Leaf - Other Regions 86 7 Other Products and Services — — Total $ 86 $ 33 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Loss Per Share | The following summarizes the computation of loss per share: Successor Predecessor Three months ended June 30, 2021 Three months ended June 30, 2020 Basic and diluted loss per share: Net loss attributable to Pyxus International, Inc. $ (11,508) $ (92,161) Shares: Weighted average number of shares outstanding 25,000 9,976 Basic and diluted loss per share, net of tax $ (0.46) $ (9.24) |
Restricted Cash (Tables)
Restricted Cash (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Restricted Cash Balance | The following summarizes the composition of restricted cash: Successor Predecessor Successor June 30, 2021 June 30, 2020 March 31, 2021 Compensating balance for short-term borrowings $ 1,932 $ 900 $ 1,017 Escrow 493 1,363 3,459 Other 502 775 $ 532 Total $ 2,927 $ 3,038 $ 5,008 |
Inventories, Net (Tables)
Inventories, Net (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories, Net | The following summarizes the composition of inventories, net: Successor Predecessor Successor June 30, 2021 June 30, 2020 March 31, 2021 Processed tobacco $ 584,791 $ 534,833 $ 534,711 Unprocessed tobacco 232,893 237,227 156,915 Other tobacco related 25,471 21,779 25,979 Other (1) 10,887 38,384 10,288 Total $ 854,042 $ 832,223 $ 727,893 (1) Represents inventory from the other products and services segment. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Fair Values of Assets Acquired and Liabilities Assumed | The following summarizes the fair values of the assets acquired and liabilities assumed as of April 22, 2020: Cash and cash equivalents $ 195 Accounts receivable 1,528 Advances to suppliers 1,043 Inventories 3,823 Other current assets 181 Property, plant, and equipment 5,060 Goodwill 6,120 Total assets acquired 17,950 Accounts payable 1,654 Notes payable 7,450 Other current liabilities 513 Total liabilities 9,617 Fair value of equity interest $ 8,333 |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Equity Method Investments | The following summarizes the Company's equity method investments as of June 30, 2021: Location Primary Purpose The Company's Ownership Percentage Basis Difference (1) Adams International Ltd. Thailand purchase and process tobacco 49 % $ (4,526) Alliance One Industries India Private Ltd. India purchase and process tobacco 49 % (5,770) China Brasil Tobacos Exportadora SA Brazil purchase and process tobacco 49 % 46,651 Oryantal Tütün Paketleme Sanayi ve Ticaret A.Ş. Turkey process tobacco 50 % (416) Purilum, LLC U.S. produce flavor formulations and consumable e-liquids 50 % 4,589 Siam Tobacco Export Company Thailand purchase and process tobacco 49 % (6,098) (1) The basis difference for the Company's equity method investments is primarily due to $30,531 of fair value adjustments from fresh start reporting that were recorded in the fiscal year-ended March 31, 2021. The following summarizes financial information for these equity method investments: Successor Predecessor Three months ended June 30, 2021 Three months ended June 30, 2020 Operations statement: Sales $ 31,432 $ 35,711 Gross profit 3,666 6,949 Net (loss) income (2,900) 2,309 Company's dividends received 8,848 5,064 Successor Predecessor Successor June 30, 2021 June 30, 2020 March 31, 2021 Balance sheet: Current assets $ 290,750 $ 232,176 $ 224,106 Property, plant, and equipment and other assets 45,068 50,679 43,648 Current liabilities 228,716 174,367 138,833 Long-term obligations and other liabilities 3,400 6,107 3,937 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Variable Interest Entities [Abstract] | |
Schedule of Variable Interest Entities | The following summarizes the Company's financial relationships with its unconsolidated variable interest entities: Successor Predecessor Successor June 30, 2021 June 30, 2020 March 31, 2021 Investments in variable interest entities $ 78,903 $ 51,509 $ 89,560 Receivables with variable interest entities 19,671 2,039 13,497 Guaranteed amounts to variable interest entities (not to exceed) 55,987 60,937 56,067 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets, Net (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Intangible Asset Rollforward | The following summarizes the changes in the Company's goodwill and other intangible assets, net: Successor Three months ended June 30, 2021 Weighted Average Remaining Useful Life Beginning Gross Carrying Amount Additions Accumulated Amortization (1) Ending Intangible Assets, Net Intangibles subject to amortization: Customer relationships 10.86 years $ 29,200 $ — $ (2,100) $ 27,100 Technology 6.50 years 15,080 — (2,873) 12,207 Trade names 13.17 years 11,300 — (673) 10,627 Intangibles not subject to amortization: Goodwill 36,853 — — 36,853 Total $ 92,433 $ — $ (5,646) $ 86,787 (1) Amortization expense across intangible asset classes for the three months ended June 30, 2021 was $1,483. Successor Seven months ended March 31, 2021 Weighted Average Remaining Useful Life Beginning Gross Carrying Amount Additions Accumulated Amortization (1) Deconsolidation of Canadian Cannabis Subsidiaries Impairment Ending Intangible Assets, Net Intangibles subject to amortization: Customer relationships 11.10 years $ 29,200 $ — $ (1,470) $ — $ — $ 27,730 Technology 6.66 years 11,000 4,080 (2,222) — — 12,858 Licenses 0.00 years 19,000 — (924) (18,076) — — Trade names 13.42 years 11,800 — (497) (474) — 10,829 Intangibles not subject to amortization: Goodwill 37,935 — — — (1,082) 36,853 Total $ 108,935 $ 4,080 $ (5,113) $ (18,550) $ (1,082) $ 88,270 (1) Amortization expense across intangible asset classes for the seven months ended March 31, 2021 was $5,113. |
Schedule of Estimated Intangible Asset Amortization Expense | The following summarizes the estimated intangible asset amortization expense for the next five years and beyond: For Fiscal Customer Technology Trade Names Total 2022 (excluding the three months ended June 30, 2021) $ 1,890 $ 1,583 $ 605 $ 4,078 2023 2,519 1,970 807 5,296 2024 2,519 1,970 807 5,296 2025 2,519 1,819 807 5,145 2026 2,519 1,542 807 4,868 Thereafter 15,134 3,323 6,794 25,251 $ 27,100 $ 12,207 $ 10,627 $ 49,934 |
Debt Arrangements (Tables)
Debt Arrangements (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt and Notes Payable | The following summarizes debt and notes payable: Outstanding Lines and Letters Available Interest Rate Successor Successor Successor March 31, June 30, June 30, (in thousands) 2021 2021 2021 Senior secured credit facilities: ABL Credit Facility $ 67,500 $ 67,500 $ 7,500 5.8 % (1) DDTL Facility (2) — 117,353 — 10.5 % (1) Senior secured notes: 10.0% senior secured first lien notes (3) 267,353 268,168 — 10.0 % Term Loan Credit Facility (4) 215,594 216,533 — 9.6 % (1) Other long-term debt 2,910 2,925 340 2.2 % (1) Notes payable to banks (5) 372,174 403,792 224,488 6.2 % (1) Total debt $ 925,531 $ 1,076,271 $ 232,328 Short-term $ 372,174 $ 403,792 Long-term: Current portion of long-term debt $ 2,122 $ 2,686 Long-term debt 551,235 669,793 $ 553,357 $ 672,479 Letters of credit $ 2,468 $ 4,804 $ 2,512 Total credit available $ 234,840 (1) Weighted average rate for the trailing twelve months ended June 30, 2021. (2) Balance of $117,353 is net of original issue discount of $8,647. Total repayment will be $126,000, which includes an estimated $6,000 exit fee payable upon any repayment or termination. (3) Balance of $268,168 is net of original issue discount of $12,676. Total repayment will be $280,844. (4) Upon emergence from the Chapter 11 Cases on the Effective Date, the DIP Facility entered into at the Petition Date converted into the Term Loan Credit Facility. The aggregate balance of the Term Loan Credit Facility of $216,533 includes $3,115 of accrued paid-in-kind interest. The 9.6% interest rate does not include the paid-in-kind interest which is (a) 1.0% per annum from and after the first anniversary of the Effective Date until the second anniversary of the Effective Date, (b) 2.0% per annum from and after the second anniversary of the Effective Date until the third anniversary of the Effective Date, (c) 3.0% per annum from and after the third anniversary of the Effective Date until the fourth anniversary of the Effective Date and (d) from and after the fourth anniversary of the Effective Date, 4.0% per annum. (5) Primarily foreign seasonal lines of credit. |
Schedule of Subsequent Events | The DDTL Facility Credit Agreement provides for the payment by Intabex to the DDTL Facility Lenders of a non-refundable exit fee (the “Exit Fee”) in the amounts set forth in the table below in respect of (x) any DDTL Loans repaid (whether prepaid voluntarily or paid following acceleration or at maturity) and (y) any unused commitments remaining under the DDTL Facility upon its termination (whether such termination is voluntary or automatic). The Exit Fee is deemed to have been earned on the Closing Date, and is due and payable in cash on each date of repayment or termination, as applicable, in respect of the DDTL Loans or commitments repaid or terminated on such date, as applicable. Loan Repayment/Commitment Termination Date Exit Fee On or before September 30, 2021 1.00% After September 30, 2021 and on or before December 31, 2021 2.50% After December 31, 2021 and on or before March 31, 2022 3.50% After March 31, 2022 5.00% |
Securitized Receivables (Tables
Securitized Receivables (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Transfers and Servicing [Abstract] | |
Schedule of Accounts Receivable Securitization Information | The following summarizes the accounts receivable securitization information: Successor Predecessor Successor June 30, 2021 June 30, 2020 March 31, 2021 Receivables outstanding in facility $ 66,671 $ 60,324 $ 90,693 Beneficial interests 20,271 14,949 19,370 Servicing liability 33 7 14 Successor Predecessor Three Months Ended June 30, 2021 Three Months Ended June 30, 2020 Cash proceeds for the period ended: Cash purchase price $ 90,012 $ 108,007 Deferred purchase price 37,681 53,949 Service fees 143 131 Total $ 127,836 $ 162,087 |
Guarantees (Tables)
Guarantees (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Guarantees [Abstract] | |
Schedule of Guarantees and Associated Fair Values | The following summarizes amounts guaranteed and the fair value of those guarantees: Successor Predecessor Successor June 30, 2021 June 30, 2020 March 31, 2021 Amounts guaranteed (not to exceed) $ 95,272 $ 110,712 $ 93,489 Amounts outstanding under guarantee (1) 32,461 48,339 30,111 Fair value of guarantees 1,962 3,312 1,740 Amounts due to local banks on behalf of suppliers and included in accounts payable 12,216 14,206 10,930 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Recurring Fair Value Measurements | The following summarizes the financial assets and liabilities measured at fair value on a recurring basis: Successor Predecessor Successor June 30, 2021 June 30, 2020 March 31, 2021 Total Total Total Level 2 Level 3 at Fair Value Level 2 Level 3 at Fair Value Level 2 Level 3 at Fair Value Financial Assets: Derivative financial instruments $ 4,896 $ — $ 4,896 $ — $ — $ — $ 917 $ — $ 917 Securitized beneficial interests — 20,271 20,271 — 14,949 14,949 — 19,370 19,370 Total assets $ 4,896 $ 20,271 $ 25,167 $ — $ 14,949 $ 14,949 $ 917 $ 19,370 $ 20,287 Financial Liabilities: Long-term debt $ 450,724 $ 3,164 $ 453,888 $ 318,060 $ 3804 $ 321,864 $ 467,795 $ 3162 $ 470,957 Guarantees — 1,962 1,962 — 3,312 3,312 — 1,740 1,740 Total liabilities $ 450,724 $ 5,126 $ 455,850 $ 318,060 $ 7,116 $ 325,176 $ 467,795 $ 4,902 $ 472,697 |
Schedule of Assets Measured on Recurring Basis | The following summarizes the reconciliation of changes in Level 3 instruments measured on a recurring basis: Successor Predecessor Three months ended June 30, 2021 Three months ended June 30, 2020 Securitized Beneficial Interests Long-Term Debt Guarantees Securitized Beneficial Interests Long-Term Debt Guarantees Beginning balance $ 19,370 $ 3,162 $ 1,740 $ 27,021 $ 848 $ 2,791 Issuances of sales of receivables/guarantees — — 223 47,120 — 647 Settlements (36,695) — (26) (57,902) (100) (117) Additions 38,498 2 — — 3,056 — (Losses) gains recognized in earnings (902) — 25 (1,290) — (9) Ending balance $ 20,271 $ 3,164 $ 1,962 $ 14,949 $ 3,804 $ 3,312 |
Pension and Other Postretirem_2
Pension and Other Postretirement Benefits (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Retirement Benefits [Abstract] | |
Schedule of Net Periodic Benefit Cost | The following summarizes the net periodic pension cost for the defined benefit pension plans: Defined Benefit Plans Successor Predecessor Three months ended June 30, 2021 Three months ended June 30, 2020 Operating expenses: Service cost $ 99 $ 106 Interest expense: Interest expense 677 957 Expected return on plan assets (728) (740) Amortization of prior service cost (1) 10 Actuarial loss 4 521 Net periodic pension cost $ 51 $ 854 The following summarizes the net periodic pension cost (income) for the postretirement health and life insurance benefits plans: Other Postretirement Benefits Successor Predecessor Three months ended June 30, 2021 Three months ended June 30, 2020 Operating expenses: Service cost $ 2 $ 2 Interest expense: Interest expense 49 69 Amortization of prior service cost — (176) Actuarial loss (3) 94 Net periodic benefit cost (income) $ 48 $ (11) |
Schedule of Contributions to Pensions Plans and Postretirement Health and Life Insurance Benefits | The following summarizes contributions to pension plans and postretirement health and life insurance benefits: Successor Predecessor Three months ended June 30, 2021 Three months ended June 30, 2020 Contributions made during the period $ 1,503 $ 875 Contributions expected for the remainder of the fiscal year 4,368 6,306 Total $ 5,871 $ 7,181 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following summarizes sales and purchases transactions with related parties: Successor Predecessor Three months ended June 30, 2021 Three months ended June 30, 2020 Sales $ 10,637 $ 7,228 Purchases 22,342 18,727 |
Schedule of Debtors Condensed Consolidated Balance Sheet | The Company has the following related party balances included in its condensed consolidated balances sheets: Successor Predecessor Successor Location in the Condensed Consolidated Balance Sheets June 30, 2021 June 30, 2020 March 31, 2021 Accounts receivable, related parties $ 4,138 $ 4,589 $ 3,585 Other receivables Notes receivable, related parties 17,301 400 11,890 Other receivables Accounts payable, related parties 15,124 19,775 22,376 Accounts payable Advances from related parties 14,550 4,030 — Advances from customers |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | The following summarizes segment information: Successor Predecessor Three months ended June 30, 2021 Three months ended June 30, 2020 Sales and other operating revenues: Leaf - North America $ 49,768 $ 29,897 Leaf - Other Regions 280,090 227,739 Other Products and Services 3,432 5,173 Total sales and other operating revenues $ 333,290 $ 262,809 Operating income (loss): Leaf - North America $ 2,596 $ (833) Leaf - Other Regions 11,940 (6,182) Other Products and Services (6,332) (36,581) Total operating income $ 8,204 $ (43,596) Successor Predecessor Successor June 30, 2021 June 30, 2020 March 31, 2021 Segment assets: Leaf - North America $ 267,254 $ 283,715 $ 247,265 Leaf - Other Regions 1,330,988 1,334,372 1,204,993 Other Products and Services 83,586 174,581 87,204 Total assets $ 1,681,828 $ 1,792,668 $ 1,539,462 |
Emergence from Voluntary Reor_3
Emergence from Voluntary Reorganization under Chapter 11 (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2021 | Aug. 31, 2020 | |
Liabilities Subject to Compromise [Abstract] | ||||
Debt subject to compromise | $ 635,686 | $ 0 | ||
Accrued interest on debt subject to compromise | 13,421 | 0 | ||
Total liabilities subject to compromise | $ 0 | 649,107 | $ 0 | $ 0 |
Reorganization items, net | ||||
Professional fees | (2,573) | |||
United States trustee fees | (518) | |||
Write-off of unamortized debt issuance costs and discount | (4,020) | |||
Issuance of exit facility shares and DIP financing fees | (19,755) | |||
Reorganization items | $ 0 | $ (26,866) |
Emergence from Voluntary Reor_4
Emergence from Voluntary Reorganization under Chapter 11 - Narrative (Details) | Aug. 31, 2020shares | Aug. 24, 2020USD ($)director$ / sharesshares | Aug. 21, 2020USD ($) |
Reorganization, Chapter 11 [Line Items] | |||
Assets retained after reorganization | $ | $ 0 | ||
Stock issued during period (in shares) | shares | 25,000,000 | 25,000,000 | |
Par value of common stock (in USD per share) | $ / shares | $ 0 | ||
Number of directors on board | 7 | ||
Proportion of common stock necessary to be entitled to tag-along rights (as a percent) | 1.00% | ||
Minimum | |||
Reorganization, Chapter 11 [Line Items] | |||
Proportion of common stock necessary to be owned to nominate two directors (as a percent) | 20.00% | ||
Proportion of common stock necessary to be owned to nominate one director (as a percent) | 10.00% | ||
Proportion of common stock necessary to be owned to nominate directors (as a percent) | 5.00% | ||
Proportion of common stock necessary to be transferred in a transaction to trigger tag-along rights (as a percent) | 20.00% | ||
Proportion of common stock necessary to be transferred in a transaction to trigger drag-along rights (as a percent) | 50.00% | ||
Maximum | |||
Reorganization, Chapter 11 [Line Items] | |||
Proportion of common stock necessary to be owned to nominate one director (as a percent) | 20.00% | ||
Monarch Alternative Capital LP | |||
Reorganization, Chapter 11 [Line Items] | |||
Number of directors entitled to nomination by entity if 20% or more of common stock is owned | 2 | ||
Number of directors entitled to nomination by entity if between 10% and 20% of common stock is owned | 1 | ||
Glendon Capital Management LP | |||
Reorganization, Chapter 11 [Line Items] | |||
Number of directors entitled to nomination by entity if 20% or more of common stock is owned | 2 | ||
Number of directors entitled to nomination by entity if between 10% and 20% of common stock is owned | 1 | ||
Convertible Notes | |||
Reorganization, Chapter 11 [Line Items] | |||
Stock issued upon conversion of debt instrument ( in shares) | shares | 12,500,000 | ||
Alter Domus (US) LLC. | Term Loans | |||
Reorganization, Chapter 11 [Line Items] | |||
Maximum borrowing capacity | $ | $ 213,400,000 | ||
Second Lien Notes | |||
Reorganization, Chapter 11 [Line Items] | |||
Proportion of principal amount of Notes that holders will receive in cash upon effectiveness of reorganization plan (as a percent) | 2.00% | ||
Second Lien Notes | Convertible Notes | |||
Reorganization, Chapter 11 [Line Items] | |||
Stock issued upon conversion of debt instrument ( in shares) | shares | 1,400,000 | ||
Exit Senior Secured First Lien Notes | Senior Notes | |||
Reorganization, Chapter 11 [Line Items] | |||
Face amount of debt instrument | $ | $ 280,800,000 | ||
Interest rate (as a percent) | 10.00% | ||
DIP Facility | Convertible Notes | |||
Reorganization, Chapter 11 [Line Items] | |||
Stock issued upon conversion of debt instrument ( in shares) | shares | 11,100,000 |
Fresh Start Reporting - Narrati
Fresh Start Reporting - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Jun. 30, 2021 | Mar. 31, 2021 | Aug. 31, 2020 | Jun. 30, 2020 | |
Reorganization, Chapter 11 [Line Items] | ||||
Enterprise value, excluding cash | $ 1,252,379 | |||
Weighted average cost of capital (as a percent) | 12.00% | |||
Other intangible assets, net | $ 49,935 | $ 51,417 | 70,999 | $ 64,957 |
Minimum | ||||
Reorganization, Chapter 11 [Line Items] | ||||
Enterprise value, excluding cash | 1,251,000 | |||
Maximum | ||||
Reorganization, Chapter 11 [Line Items] | ||||
Enterprise value, excluding cash | 1,524,000 | |||
Arithmetic Average | ||||
Reorganization, Chapter 11 [Line Items] | ||||
Enterprise value, excluding cash | $ 1,388,000 |
Fresh Start Reporting - Reconci
Fresh Start Reporting - Reconciliation of Enterprise Value and Reorganization Value (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 31, 2020 | Aug. 24, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Reorganizations [Abstract] | ||||
Enterprise value, excluding cash | $ 1,252,379 | |||
Plus: cash, cash equivalents, and restricted cash | 117,587 | $ 82,520 | $ 175,833 | |
Less: fair value of debt | (974,205) | |||
Fair value of Successor stockholders’ equity | $ 395,761 | |||
Shares issued upon emergence (in shares) | 25,000,000 | 25,000,000 | ||
Per share value (in USD per share) | $ 15.83 | |||
Reorganization Value [Abstract] | ||||
Enterprise value, excluding cash | $ 1,252,379 | |||
Plus: cash, cash equivalents, and restricted cash | 117,587 | $ 82,520 | $ 175,833 | |
Plus: working capital liabilities | 170,905 | |||
Plus: other operating liabilities | 54,700 | |||
Plus: non-operating liabilities | 113,954 | |||
Reorganization value of Successor assets | $ 1,709,525 |
Fresh Start Reporting - Fresh S
Fresh Start Reporting - Fresh Start Accounting Adjustments (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Aug. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 |
Current assets | |||||||
Cash and cash equivalents | $ 79,593 | $ 92,705 | $ 93,138 | $ 172,795 | $ 170,208 | ||
Restricted cash | 2,538 | 4,619 | 24,449 | 2,649 | |||
Trade receivables, net | 198,241 | 175,912 | 152,309 | 159,392 | |||
Other receivables | 33,711 | 27,920 | 13,227 | 15,777 | |||
Accounts receivable, related parties | 2,780 | ||||||
Inventories, net | 854,042 | 727,893 | 861,851 | 832,223 | |||
Advances to tobacco suppliers, net | 36,706 | 43,569 | 44,061 | 32,535 | |||
Recoverable income taxes | 10,894 | 4,781 | 5,830 | 16,873 | |||
Prepaid expenses | 35,217 | 29,532 | 34,350 | 30,836 | |||
Other current assets | 19,713 | 15,569 | 15,059 | 14,170 | |||
Total current assets | 1,270,655 | 1,122,500 | 1,247,054 | 1,277,250 | |||
Restricted cash | 389 | 389 | 389 | 389 | |||
Investments in unconsolidated affiliates | 85,651 | 96,356 | 84,991 | 57,479 | |||
Goodwill | 36,853 | 36,853 | 37,935 | 6,120 | |||
Other intangible assets, net | 49,935 | 51,417 | 70,999 | 64,957 | |||
Deferred income taxes, net | 10,179 | 7,063 | 7,609 | 0 | |||
Long-term recoverable income taxes | 4,167 | 4,133 | 3,130 | 2,628 | |||
Other noncurrent assets | 42,127 | 40,355 | 48,650 | 46,089 | |||
Right-of-use assets | 41,540 | 40,259 | 35,295 | 39,602 | |||
Property, plant, and equipment, net | 140,332 | 140,137 | 173,473 | 298,154 | |||
Total assets | 1,681,828 | 1,539,462 | 1,709,525 | 1,792,668 | |||
Current liabilities | |||||||
Notes payable to banks | 403,792 | 372,174 | 461,783 | 524,266 | |||
DIP financing | 0 | ||||||
Accounts payable | 88,807 | 125,876 | 59,172 | 103,853 | |||
Accounts payable, related parties | 26,125 | ||||||
Advances from customers | 29,631 | 12,120 | 23,967 | 26,130 | |||
Accrued expenses and other current liabilities | 91,426 | 71,656 | 79,473 | 91,989 | |||
Income taxes payable | 4,110 | 8,254 | 8,319 | 2,735 | |||
Operating leases payable | 8,961 | 9,529 | 10,091 | 10,978 | |||
Current portion of long-term debt | 2,686 | 2,122 | 90 | 273,524 | |||
Total current liabilities | 629,413 | 601,731 | 669,020 | 1,165,175 | |||
Long-term taxes payable | 6,703 | 7,623 | 7,623 | 7,623 | |||
Long-term debt | 669,793 | 551,235 | 512,332 | 3,238 | |||
Deferred income taxes | 14,254 | 12,944 | 13,098 | 25,603 | |||
Liability for unrecognized tax benefits | 15,883 | 14,835 | 13,420 | 12,229 | |||
Long-term leases | 31,843 | 29,508 | 23,465 | 25,121 | |||
Pension, postretirement, and other long-term liabilities | 66,610 | 67,646 | 75,365 | 73,869 | |||
Total liabilities not subject to compromise | 1,434,499 | 1,285,522 | 1,314,323 | 1,312,858 | |||
Debt subject to compromise | 0 | 635,686 | |||||
Accrued interest on debt subject to compromise | 0 | 13,421 | |||||
Total liabilities subject to compromise | 0 | 0 | 0 | 649,107 | |||
Total liabilities | $ 1,434,499 | $ 1,285,522 | $ 1,314,323 | $ 1,961,965 | |||
Stockholders’ equity | |||||||
Common stock, no par value (in USD per share) | $ 0 | $ 0 | $ 0 | ||||
Common stock (in shares) | 25,000,000 | 25,000,000 | 25,000,000 | 9,976,000 | |||
Additional paid-in capital | $ 391,089 | ||||||
Retained deficit | $ (148,202) | $ (136,686) | 0 | $ (580,706) | |||
Accumulated other comprehensive loss | (1,716) | (6,733) | 0 | (59,233) | |||
Total stockholders’ equity (deficit) of Pyxus International, Inc. | 241,171 | 247,670 | 391,089 | (170,145) | |||
Noncontrolling interests | 6,158 | 6,270 | 4,113 | 848 | |||
Total stockholders’ equity (deficit) | 247,329 | 253,940 | 395,202 | (169,297) | $ (76,308) | ||
Total liabilities and stockholders’ equity | $ 1,681,828 | $ 1,539,462 | 1,709,525 | $ 1,792,668 | |||
Predecessor | |||||||
Current assets | |||||||
Cash and cash equivalents | 111,427 | ||||||
Restricted cash | 2,949 | ||||||
Trade receivables, net | 152,309 | ||||||
Other receivables | 13,227 | ||||||
Accounts receivable, related parties | 2,780 | ||||||
Inventories, net | 861,851 | ||||||
Advances to tobacco suppliers, net | 44,061 | ||||||
Recoverable income taxes | 5,830 | ||||||
Prepaid expenses | 34,350 | ||||||
Other current assets | 15,059 | ||||||
Total current assets | 1,243,843 | ||||||
Restricted cash | 389 | ||||||
Investments in unconsolidated affiliates | 54,460 | ||||||
Goodwill | 6,120 | ||||||
Other intangible assets, net | 64,924 | ||||||
Deferred income taxes, net | 125 | ||||||
Long-term recoverable income taxes | 3,130 | ||||||
Other noncurrent assets | 45,821 | ||||||
Right-of-use assets | 39,576 | ||||||
Property, plant, and equipment, net | 299,293 | ||||||
Total assets | 1,757,681 | ||||||
Current liabilities | |||||||
Notes payable to banks | 461,783 | ||||||
DIP financing | 206,700 | ||||||
Accounts payable | 58,813 | ||||||
Accounts payable, related parties | 26,125 | ||||||
Advances from customers | 23,967 | ||||||
Accrued expenses and other current liabilities | 113,118 | ||||||
Income taxes payable | 8,319 | ||||||
Operating leases payable | 11,083 | ||||||
Current portion of long-term debt | 90 | ||||||
Total current liabilities | 909,998 | ||||||
Long-term taxes payable | 7,623 | ||||||
Long-term debt | 277,090 | ||||||
Deferred income taxes | 20,749 | ||||||
Liability for unrecognized tax benefits | 13,420 | ||||||
Long-term leases | 25,728 | ||||||
Pension, postretirement, and other long-term liabilities | 71,898 | ||||||
Total liabilities not subject to compromise | 1,326,506 | ||||||
Debt subject to compromise | 635,686 | ||||||
Accrued interest on debt subject to compromise | 26,156 | ||||||
Total liabilities subject to compromise | 661,842 | ||||||
Total liabilities | $ 1,988,348 | ||||||
Stockholders’ equity | |||||||
Common stock (in shares) | 9,976,000 | ||||||
Additional paid-in capital | $ 468,147 | ||||||
Retained deficit | (644,250) | ||||||
Accumulated other comprehensive loss | (54,484) | ||||||
Total stockholders’ equity (deficit) of Pyxus International, Inc. | (230,587) | ||||||
Noncontrolling interests | (80) | ||||||
Total stockholders’ equity (deficit) | (230,667) | ||||||
Total liabilities and stockholders’ equity | 1,757,681 | ||||||
Reorganization Adjustments | |||||||
Current assets | |||||||
Cash and cash equivalents | (18,289) | ||||||
Restricted cash | 21,500 | ||||||
Total current assets | 3,211 | ||||||
Other noncurrent assets | 3,139 | ||||||
Total assets | 6,350 | ||||||
Current liabilities | |||||||
DIP financing | (206,700) | ||||||
Accounts payable | 334 | ||||||
Accrued expenses and other current liabilities | (31,853) | ||||||
Total current liabilities | (238,219) | ||||||
Long-term debt | 250,546 | ||||||
Deferred income taxes | 91 | ||||||
Total liabilities not subject to compromise | 12,418 | ||||||
Debt subject to compromise | (635,686) | ||||||
Accrued interest on debt subject to compromise | (26,156) | ||||||
Total liabilities subject to compromise | (661,842) | ||||||
Total liabilities | $ (649,424) | ||||||
Stockholders’ equity | |||||||
Common stock, no par value (in USD per share) | $ 0 | ||||||
Common stock (in shares) | 25,000,000 | ||||||
Additional paid-in capital | $ 391,402 | ||||||
Retained deficit | 728,160 | ||||||
Total stockholders’ equity (deficit) of Pyxus International, Inc. | 651,415 | ||||||
Noncontrolling interests | 4,359 | ||||||
Total stockholders’ equity (deficit) | 655,774 | ||||||
Total liabilities and stockholders’ equity | 6,350 | ||||||
Fresh Start Reporting Adjustments | |||||||
Current assets | |||||||
Investments in unconsolidated affiliates | $ 30,531 | $ 13,291 | |||||
Goodwill | 31,815 | 48,756 | |||||
Other intangible assets, net | 6,075 | 1,596 | |||||
Deferred income taxes, net | 7,484 | 9,638 | |||||
Other noncurrent assets | (310) | (310) | |||||
Right-of-use assets | (4,281) | (4,281) | |||||
Property, plant, and equipment, net | (125,820) | (124,965) | $ (125,820) | ||||
Total assets | (54,506) | (56,275) | |||||
Current liabilities | |||||||
Accounts payable | 25 | 25 | |||||
Accrued expenses and other current liabilities | (1,792) | (1,792) | |||||
Operating leases payable | (992) | (992) | |||||
Total current liabilities | (2,759) | (2,759) | |||||
Long-term debt | (15,304) | (15,304) | |||||
Deferred income taxes | (7,742) | (10,070) | |||||
Long-term leases | (2,263) | (2,263) | |||||
Pension, postretirement, and other long-term liabilities | 3,467 | 3,467 | |||||
Total liabilities not subject to compromise | (24,601) | (26,929) | |||||
Total liabilities | (24,601) | (26,929) | |||||
Stockholders’ equity | |||||||
Additional paid-in capital | (313) | ||||||
Retained deficit | (83,910) | (83,910) | |||||
Accumulated other comprehensive loss | 54,484 | 54,484 | |||||
Total stockholders’ equity (deficit) of Pyxus International, Inc. | (29,739) | (29,426) | |||||
Noncontrolling interests | (166) | 80 | |||||
Total stockholders’ equity (deficit) | (29,905) | (29,346) | |||||
Total liabilities and stockholders’ equity | $ (54,506) | $ (56,275) | |||||
Reorganization, Chapter 11, Exchange of Stock Adjustment | |||||||
Stockholders’ equity | |||||||
Common stock (in shares) | (9,976,000) | ||||||
Additional paid-in capital | $ (468,147) |
Fresh Start Reporting - Change
Fresh Start Reporting - Change in Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Aug. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2021 | Mar. 31, 2020 |
Reorganization, Chapter 11 [Line Items] | |||||
Adjustments to cash and cash equivalents | $ 93,138 | $ 79,593 | $ 172,795 | $ 92,705 | $ 170,208 |
DIP Facility | |||||
Reorganization, Chapter 11 [Line Items] | |||||
Proceeds from DIP facility | $ 0 | $ 131,700 | |||
Senior Secured First Lien Notes due 2024 | |||||
Reorganization, Chapter 11 [Line Items] | |||||
Interest rate (as a percent) | 10.00% | ||||
Predecessor First Lien Notes | |||||
Reorganization, Chapter 11 [Line Items] | |||||
Interest rate (as a percent) | 8.50% | ||||
Reorganization Adjustments | |||||
Reorganization, Chapter 11 [Line Items] | |||||
Payment to fund professional fee escrow account | (21,500) | ||||
Payment of other professional and administrative fees | (11,828) | ||||
Payment to holders of Predecessor common stock | (1,000) | ||||
Adjustments to cash and cash equivalents | (18,289) | ||||
Reorganization Adjustments | ABL Credit Facility | |||||
Reorganization, Chapter 11 [Line Items] | |||||
Proceeds from ABL Credit Facility, net of debt issuance costs | 26,861 | ||||
Reorganization Adjustments | DIP Facility | |||||
Reorganization, Chapter 11 [Line Items] | |||||
Repayment of revolving loans facilities | (213,418) | ||||
Payments of accrued interest | (494) | ||||
Reorganization Adjustments | Term Loans | |||||
Reorganization, Chapter 11 [Line Items] | |||||
Proceeds from DIP facility | 213,418 | ||||
Reorganization Adjustments | Senior Secured First Lien Notes due 2024 | |||||
Reorganization, Chapter 11 [Line Items] | |||||
Proceeds from 10.0% first lien notes | 280,844 | ||||
Reorganization Adjustments | Predecessor First Lien Notes | |||||
Reorganization, Chapter 11 [Line Items] | |||||
Repayment of notes | (280,844) | ||||
Payments of accrued interest | (9,129) | ||||
Reorganization Adjustments | Predecessor Second Lien Notes | |||||
Reorganization, Chapter 11 [Line Items] | |||||
Payment to holders of Predecessor second lien notes that elected the cash option | $ (1,199) |
Fresh Start Reporting - Net Cha
Fresh Start Reporting - Net Change in Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Aug. 31, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 |
Reorganization, Chapter 11 [Line Items] | ||||
Reclassification of DIP Facility exit fee to long-term debt | $ (6,718) | |||
Adjustments to accrued expenses and other current liabilities | 79,473 | $ 91,426 | $ 71,656 | $ 91,989 |
Reorganization Adjustments | ||||
Reorganization, Chapter 11 [Line Items] | ||||
Settlement of accrued backstop fee through the issuance of common stock | (18,000) | |||
Recognition of accrued interest from the Effective Date to the Convenience Date | 1,044 | |||
Accrual for professional fees | 1,444 | |||
Adjustments to accrued expenses and other current liabilities | (31,853) | |||
Reorganization Adjustments | DIP Facility | ||||
Reorganization, Chapter 11 [Line Items] | ||||
Payments of accrued interest | (494) | |||
Reclassification of DIP Facility exit fee to long-term debt | (6,718) | |||
Reorganization Adjustments | Predecessor First Lien Notes | ||||
Reorganization, Chapter 11 [Line Items] | ||||
Payments of accrued interest | $ (9,129) |
Fresh Start Reporting - Changes
Fresh Start Reporting - Changes in Long-term Debt (Details) - USD ($) $ in Thousands | Aug. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Mar. 31, 2021 |
Reorganization, Chapter 11 [Line Items] | ||||
Derecognition of the original issue discount and the debt issuance costs on Predecessor first lien notes | $ 4,020 | |||
Adjustments to long-term debt | $ 512,332 | $ 3,238 | $ 669,793 | $ 551,235 |
Conversion of DIP exit fee to term loan | 6,718 | |||
Reorganization Adjustments | ||||
Reorganization, Chapter 11 [Line Items] | ||||
Adjustments to long-term debt | 250,546 | |||
Reorganization Adjustments | ABL Credit Facility | ||||
Reorganization, Chapter 11 [Line Items] | ||||
Draw on the ABL Credit Facility | 30,000 | |||
Reorganization Adjustments | Term Loans | ||||
Reorganization, Chapter 11 [Line Items] | ||||
Issuance of the Term Loans | 213,418 | |||
Reorganization Adjustments | Senior Secured First Lien Notes due 2024 | ||||
Reorganization, Chapter 11 [Line Items] | ||||
Conversion of redemption fee on Predecessor first lien notes to Successor Notes | 5,843 | |||
Reorganization Adjustments | Predecessor First Lien Notes | ||||
Reorganization, Chapter 11 [Line Items] | ||||
Derecognition of the original issue discount and the debt issuance costs on Predecessor first lien notes | $ 1,285 |
Fresh Start Reporting - Gain on
Fresh Start Reporting - Gain on Discharge of Predecessor Second Lien Notes (Details) - USD ($) $ in Thousands | Aug. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Reorganization, Chapter 11 [Line Items] | |||
Debt subject to compromise | $ 0 | $ 635,686 | |
Accrued interest on debt subject to compromise | 0 | 13,421 | |
Gain on discharge of second lien notes | $ 0 | $ (828) | |
Predecessor | |||
Reorganization, Chapter 11 [Line Items] | |||
Debt subject to compromise | 635,686 | ||
Accrued interest on debt subject to compromise | 26,156 | ||
Reorganization Adjustments | |||
Reorganization, Chapter 11 [Line Items] | |||
Debt subject to compromise | (635,686) | ||
Accrued interest on debt subject to compromise | (26,156) | ||
Value of common stock issued to holders of second lien notes | (391,402) | ||
Reorganization Adjustments | Predecessor Second Lien Notes | |||
Reorganization, Chapter 11 [Line Items] | |||
Total second lien notes discharged | 661,842 | ||
Payment to holders of second lien notes electing cash option | (1,199) | ||
Value of common stock issued to holders of second lien notes | (198,339) | ||
Gain on discharge of second lien notes | $ 462,304 |
Fresh Start Reporting - Chang_2
Fresh Start Reporting - Changes in Successor Additional Paid-in Capital (Details) - Reorganization Adjustments $ in Thousands | Aug. 31, 2020USD ($) |
Reorganization, Chapter 11 [Line Items] | |
Value of common stock | $ 391,402 |
Second Lien Notes | |
Reorganization, Chapter 11 [Line Items] | |
Value of common stock | 198,339 |
Other | |
Reorganization, Chapter 11 [Line Items] | |
Value of common stock | $ 193,063 |
Fresh Start Reporting - Adjustm
Fresh Start Reporting - Adjustments Footnote Narrative (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Aug. 31, 2020 | Jun. 30, 2020 |
Reorganization, Chapter 11 [Line Items] | ||||||
Retained deficit | $ (148,202) | $ (136,686) | $ 0 | $ (580,706) | ||
Other noncurrent assets | 42,127 | 40,355 | 48,650 | 46,089 | ||
Accrued expenses and other current liabilities | $ 91,426 | $ 71,656 | 79,473 | $ 91,989 | ||
Reorganization Adjustments | ||||||
Reorganization, Chapter 11 [Line Items] | ||||||
Retained deficit | 728,160 | |||||
Other noncurrent assets | 3,139 | |||||
Accrued expenses and other current liabilities | (31,853) | |||||
Reorganization Adjustments | Retained Earnings | ||||||
Reorganization, Chapter 11 [Line Items] | ||||||
Retained deficit | 260,013 | |||||
Reorganization Adjustments | Common Stock | ||||||
Reorganization, Chapter 11 [Line Items] | ||||||
Retained deficit | 468,147 | |||||
Fresh Start Reporting Adjustments | ||||||
Reorganization, Chapter 11 [Line Items] | ||||||
Retained deficit | $ (83,910) | $ (83,910) | ||||
Other noncurrent assets | (310) | (310) | ||||
Accrued expenses and other current liabilities | $ (1,792) | $ (1,792) | ||||
Tax effect of reorganization items | 7,631 | |||||
Fresh Start Reporting Adjustments | Pension Liabilities | ||||||
Reorganization, Chapter 11 [Line Items] | ||||||
Accrued expenses and other current liabilities | (1,800) | |||||
Fresh Start Reporting Adjustments | Finance Lease Liability | ||||||
Reorganization, Chapter 11 [Line Items] | ||||||
Accrued expenses and other current liabilities | 8 | |||||
Fresh Start Reporting Adjustments | Pension Assets | ||||||
Reorganization, Chapter 11 [Line Items] | ||||||
Other noncurrent assets | (352) | |||||
Fresh Start Reporting Adjustments | Other Noncurrent Assets | ||||||
Reorganization, Chapter 11 [Line Items] | ||||||
Other noncurrent assets | $ 42 |
Fresh Start Reporting - Fair Va
Fresh Start Reporting - Fair Value Adjustments to Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Aug. 31, 2020 | Jun. 30, 2020 |
Reorganization, Chapter 11 [Line Items] | ||||||
Property, plant and equipment, gross | $ 173,473 | |||||
Less: Accumulated Depreciation | 0 | |||||
Total property, plant, and equipment, net | $ 140,332 | $ 140,137 | 173,473 | $ 298,154 | ||
Land | ||||||
Reorganization, Chapter 11 [Line Items] | ||||||
Property, plant and equipment, gross | 33,458 | |||||
Buildings | ||||||
Reorganization, Chapter 11 [Line Items] | ||||||
Property, plant and equipment, gross | 63,458 | |||||
Machinery and equipment | ||||||
Reorganization, Chapter 11 [Line Items] | ||||||
Property, plant and equipment, gross | 76,557 | |||||
Predecessor | ||||||
Reorganization, Chapter 11 [Line Items] | ||||||
Property, plant and equipment, gross | 491,525 | |||||
Less: Accumulated Depreciation | (192,232) | |||||
Total property, plant, and equipment, net | 299,293 | |||||
Predecessor | Land | ||||||
Reorganization, Chapter 11 [Line Items] | ||||||
Property, plant and equipment, gross | 33,562 | |||||
Predecessor | Buildings | ||||||
Reorganization, Chapter 11 [Line Items] | ||||||
Property, plant and equipment, gross | 259,255 | |||||
Predecessor | Machinery and equipment | ||||||
Reorganization, Chapter 11 [Line Items] | ||||||
Property, plant and equipment, gross | 198,708 | |||||
Fresh Start Reporting Adjustments | ||||||
Reorganization, Chapter 11 [Line Items] | ||||||
Property, plant and equipment, gross | (318,052) | |||||
Less: Accumulated Depreciation | 192,232 | |||||
Total property, plant, and equipment, net | $ (125,820) | $ (124,965) | (125,820) | |||
Fresh Start Reporting Adjustments | Land | ||||||
Reorganization, Chapter 11 [Line Items] | ||||||
Property, plant and equipment, gross | (104) | |||||
Fresh Start Reporting Adjustments | Buildings | ||||||
Reorganization, Chapter 11 [Line Items] | ||||||
Property, plant and equipment, gross | (195,797) | |||||
Fresh Start Reporting Adjustments | Machinery and equipment | ||||||
Reorganization, Chapter 11 [Line Items] | ||||||
Property, plant and equipment, gross | $ (122,151) |
CCAA Proceeding and Deconsoli_2
CCAA Proceeding and Deconsolidation of Subsidiaries (Details) $ in Thousands | May 25, 2021CAD ($) | May 10, 2021CAD ($) | Jan. 21, 2021USD ($) | Mar. 31, 2021USD ($) | Jun. 30, 2021USD ($) | Jan. 20, 2021USD ($) | Aug. 31, 2020USD ($) | Jun. 30, 2020USD ($) |
Debt Instrument [Line Items] | ||||||||
Related party note receivable | $ 6,100,000 | $ 6,219,000 | $ 0 | |||||
Retained deficit | 136,686,000 | 148,202,000 | $ 0 | 580,706,000 | ||||
Canadian Cannabis Subsidiaries | ||||||||
Debt Instrument [Line Items] | ||||||||
Retained deficit | $ 77,518,000 | |||||||
Canadian Cannabis Subsidiaries | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from divestiture of businesses | 6,100,000 | |||||||
Canadian DIP Facility | Canadian Cannabis Subsidiaries | ||||||||
Debt Instrument [Line Items] | ||||||||
Related party note receivable | $ 153,860,000 | |||||||
Canadian Cannabis Subsidiaries | ||||||||
Debt Instrument [Line Items] | ||||||||
Loss on deconsolidation | 70,242,000 | |||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | FIGR Norfolk | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from divestiture of businesses | $ 5 | |||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | FIGR East and Intangible Assets of FIGR Brands | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from divestiture of businesses | $ 24,750 | |||||||
DIP Financing Facility | Canadian DIP Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
DIP financing, amount arranged | $ 16,000 | $ 5,790,000 | $ 11,082,000 | $ 8,000 | $ 0 |
Revenue Recognition - Revenue D
Revenue Recognition - Revenue Disaggregated by Product or Service (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total sales and other operating revenues | $ 333,290 | $ 262,809 |
Leaf - North America | ||
Disaggregation of Revenue [Line Items] | ||
Total sales and other operating revenues | 49,768 | 29,897 |
Leaf - North America | Product revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total sales and other operating revenues | 46,284 | 25,918 |
Leaf - North America | Processing and other revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total sales and other operating revenues | 3,484 | 3,979 |
Leaf - Other Regions | ||
Disaggregation of Revenue [Line Items] | ||
Total sales and other operating revenues | 280,090 | 227,739 |
Leaf - Other Regions | Product revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total sales and other operating revenues | 265,457 | 218,356 |
Leaf - Other Regions | Processing and other revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total sales and other operating revenues | 14,633 | 9,383 |
Other Products and Services | ||
Disaggregation of Revenue [Line Items] | ||
Total sales and other operating revenues | $ 3,432 | $ 5,173 |
Revenue Recognition - Allowance
Revenue Recognition - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Balance at beginning of period | $ (20,900) | $ (15,893) |
Additions | (380) | 0 |
Write-offs | 147 | 908 |
Balance at end of period | (21,133) | (14,985) |
Trade receivables | 219,374 | 174,377 |
Trade receivables, net | $ 198,241 | $ 159,392 |
Restructuring and Asset Impai_3
Restructuring and Asset Impairment Charges - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Restructuring and Related Activities [Abstract] | ||
Employee separation charges | $ 147 | $ 40 |
Asset impairment and other non-cash charges | 86 | 33 |
Restructuring and asset impairment charges | $ 233 | $ 73 |
Restructuring and Asset Impai_4
Restructuring and Asset Impairment Charges - Employee Separation and Other Cash Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Restructuring Reserve [Roll Forward] | ||
Period charges | $ 147 | $ 40 |
Other Products and Services | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 2,141 | |
Period charges | 14 | |
Payments | (253) | |
Ending balance | 1,902 | |
Leaf - North America | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 1,406 | 0 |
Period charges | 0 | 0 |
Payments | (717) | 0 |
Ending balance | 689 | 0 |
Leaf - Other Regions | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 1,063 | 407 |
Period charges | 133 | 40 |
Payments | (537) | (126) |
Ending balance | $ 659 | $ 321 |
Restructuring and Asset Impai_5
Restructuring and Asset Impairment Charges - Asset Impairment and Other Non-Cash Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||
Asset impairment and other non-cash charges | $ 86 | $ 33 |
Leaf - North America | ||
Restructuring Cost and Reserve [Line Items] | ||
Asset impairment and other non-cash charges | 0 | 26 |
Leaf - Other Regions | ||
Restructuring Cost and Reserve [Line Items] | ||
Asset impairment and other non-cash charges | 86 | 7 |
Other Products and Services | ||
Restructuring Cost and Reserve [Line Items] | ||
Asset impairment and other non-cash charges | $ 0 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate (as a percent) | 45.30% | 8.00% |
Income tax benefit allocated to current tax receivable to offset current taxes payable | $ 5,323 |
Loss Per Share - Schedule of Ba
Loss Per Share - Schedule of Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Basic and diluted loss per share: | ||
Net loss attributable to Pyxus International, Inc. | $ (11,508) | $ (92,161) |
Weighted average number of shares outstanding - basic (in shares) | 25,000 | 9,976 |
Weighted average number of shares outstanding - diluted (in shares) | 25,000 | 9,976 |
Basic loss per share, net of tax (in USD per share) | $ (0.46) | $ (9.24) |
Diluted loss per share, net of tax (in USD per share) | $ (0.46) | $ (9.24) |
Restricted Cash - Schedule of R
Restricted Cash - Schedule of Restricted Cash Balance (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 |
Cash and Cash Equivalents [Abstract] | |||
Compensating balance for short-term borrowings | $ 1,932 | $ 1,017 | $ 900 |
Escrow | 493 | 3,459 | 1,363 |
Other | 502 | 532 | 775 |
Total | $ 2,927 | $ 5,008 | $ 3,038 |
Inventories, Net - Summary (Det
Inventories, Net - Summary (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 | Aug. 31, 2020 | Jun. 30, 2020 |
Inventory Disclosure [Abstract] | ||||
Processed tobacco | $ 584,791 | $ 534,711 | $ 534,833 | |
Unprocessed tobacco | 232,893 | 156,915 | 237,227 | |
Other tobacco related | 25,471 | 25,979 | 21,779 | |
Other | 10,887 | 10,288 | 38,384 | |
Total | $ 854,042 | $ 727,893 | $ 861,851 | $ 832,223 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 22, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Dec. 18, 2017 |
Criticality | ||||
Business Acquisition [Line Items] | ||||
Ownership interest acquired (as a percent) | 60.00% | |||
Cash consideration transferred | $ 5,000 | |||
Liabilities settled as consideration | $ 7,450 | |||
Remeasurement loss from adjustment to equity interest in acquiree | $ 2,667 | |||
Revenue | $ 17 | |||
Operating loss | (791) | |||
Net loss | $ (910) | |||
Basic (in USD per share) | $ (0.09) | |||
Diluted (in USD per share) | $ (0.09) | |||
Criticality | ||||
Business Acquisition [Line Items] | ||||
Ownership in equity method investment (as a percent) | 40.00% |
Acquisitions - Fair Values of A
Acquisitions - Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 | Aug. 31, 2020 | Jun. 30, 2020 | Apr. 22, 2020 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 36,853 | $ 36,853 | $ 37,935 | $ 6,120 | |
Criticality | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 195 | ||||
Accounts receivable | 1,528 | ||||
Advances to suppliers | 1,043 | ||||
Inventories | 3,823 | ||||
Other current assets | 181 | ||||
Property, plant, and equipment | 5,060 | ||||
Goodwill | 6,120 | ||||
Total assets acquired | 17,950 | ||||
Accounts payable | 1,654 | ||||
Notes payable | 7,450 | ||||
Other current liabilities | 513 | ||||
Total liabilities | 9,617 | ||||
Fair value of equity interest | $ 8,333 |
Equity Method Investments - Sum
Equity Method Investments - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | |||||
Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Aug. 31, 2020 | |
Operations statement: | ||||||
Gross profit | $ 42,120 | $ 19,626 | ||||
Net (loss) income | (11,628) | (92,809) | ||||
Balance sheet: | ||||||
Current assets | 1,270,655 | 1,277,250 | $ 1,122,500 | $ 1,247,054 | ||
Current liabilities | 629,413 | 1,165,175 | 601,731 | 669,020 | ||
Investments in unconsolidated affiliates | 85,651 | 57,479 | 96,356 | $ 84,991 | ||
Fresh Start Reporting Adjustments | ||||||
Balance sheet: | ||||||
Current liabilities | $ (2,759) | $ (2,759) | ||||
Investments in unconsolidated affiliates | $ 30,531 | $ 13,291 | ||||
Equity Method Investment | ||||||
Operations statement: | ||||||
Sales | 31,432 | 35,711 | ||||
Gross profit | 3,666 | 6,949 | ||||
Net (loss) income | (2,900) | 2,309 | ||||
Company's dividends received | 8,848 | 5,064 | ||||
Balance sheet: | ||||||
Current assets | 290,750 | 232,176 | 224,106 | |||
Property, plant, and equipment and other assets | 45,068 | 50,679 | 43,648 | |||
Current liabilities | 228,716 | 174,367 | 138,833 | |||
Long-term obligations and other liabilities | $ 3,400 | $ 6,107 | $ 3,937 | |||
Adams International Ltd. | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership in equity method investment (as a percent) | 49.00% | |||||
Basis difference | $ (4,526) | |||||
Alliance One Industries India Private Ltd. | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership in equity method investment (as a percent) | 49.00% | |||||
Basis difference | $ (5,770) | |||||
China Brasil Tobacos Exportadora SA | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership in equity method investment (as a percent) | 49.00% | |||||
Basis difference | $ 46,651 | |||||
Oryantal Tütün Paketleme Sanayi ve Ticaret A.Ş. | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership in equity method investment (as a percent) | 50.00% | |||||
Basis difference | $ (416) | |||||
Purilum, LLC | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership in equity method investment (as a percent) | 50.00% | |||||
Basis difference | $ 4,589 | |||||
Siam Tobacco Export Company | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership in equity method investment (as a percent) | 49.00% | |||||
Basis difference | $ (6,098) |
Variable Interest Entities - Su
Variable Interest Entities - Summary (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 | Aug. 31, 2020 | Jun. 30, 2020 |
Variable Interest Entity [Line Items] | ||||
Investments in variable interest entities | $ 85,651 | $ 96,356 | $ 84,991 | $ 57,479 |
Receivables with variable interest entities | $ 2,780 | |||
Variable Interest Entity, Not Primary Beneficiary | ||||
Variable Interest Entity [Line Items] | ||||
Investments in variable interest entities | 78,903 | 89,560 | 51,509 | |
Receivables with variable interest entities | 19,671 | 13,497 | 2,039 | |
Guaranteed amounts to variable interest entities (not to exceed) | $ 55,987 | $ 56,067 | $ 60,937 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets, Net - Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 7 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Aug. 31, 2020 | |
Schedule of Intangible Assets [Line Items] | |||
Beginning Gross Carrying Amount | $ 92,433 | $ 108,935 | |
Additions | $ 0 | 4,080 | |
Accumulated Amortization | (5,646) | (5,113) | |
Deconsolidation of Canadian Cannabis Subsidiaries | (18,550) | ||
Ending Intangible Assets, Net | 86,787 | 88,270 | |
Goodwill [Roll Forward] | |||
Goodwill at beginning of period | 36,853 | 37,935 | |
Additions | 0 | 0 | |
Goodwill impairment | (1,082) | ||
Goodwill at end of period | 36,853 | 36,853 | |
Amortization of intangible assets | $ 1,483 | $ 5,113 | |
Customer relationships | |||
Schedule of Intangible Assets [Line Items] | |||
Weighted Average Remaining Useful Life | 10 years 10 months 9 days | 11 years 1 month 6 days | |
Beginning Gross Carrying Amount | $ 29,200 | 29,200 | |
Additions | $ 0 | 0 | |
Accumulated Amortization | (2,100) | (1,470) | |
Deconsolidation of Canadian Cannabis Subsidiaries | 0 | ||
Ending Intangible Assets, Net | $ 27,100 | $ 27,730 | |
Technology | |||
Schedule of Intangible Assets [Line Items] | |||
Weighted Average Remaining Useful Life | 6 years 6 months | 6 years 7 months 28 days | |
Beginning Gross Carrying Amount | $ 15,080 | 11,000 | |
Additions | $ 0 | 4,080 | |
Accumulated Amortization | (2,873) | (2,222) | |
Deconsolidation of Canadian Cannabis Subsidiaries | 0 | ||
Ending Intangible Assets, Net | $ 12,207 | $ 12,858 | |
Licenses | |||
Schedule of Intangible Assets [Line Items] | |||
Weighted Average Remaining Useful Life | 0 years | ||
Beginning Gross Carrying Amount | 19,000 | ||
Additions | $ 0 | ||
Accumulated Amortization | (924) | ||
Deconsolidation of Canadian Cannabis Subsidiaries | (18,076) | ||
Ending Intangible Assets, Net | $ 0 | ||
Trade names | |||
Schedule of Intangible Assets [Line Items] | |||
Weighted Average Remaining Useful Life | 13 years 2 months 1 day | 13 years 5 months 1 day | |
Beginning Gross Carrying Amount | $ 11,300 | $ 11,800 | |
Additions | $ 0 | 0 | |
Accumulated Amortization | (673) | (497) | |
Deconsolidation of Canadian Cannabis Subsidiaries | (474) | ||
Ending Intangible Assets, Net | $ 10,627 | $ 10,829 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets, Net - Estimated Intangible Asset Amortization Expense (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2022 (excluding the three months ended June 30, 2021) | $ 4,078 |
2023 | 5,296 |
2024 | 5,296 |
2025 | 5,145 |
2026 | 4,868 |
Thereafter | 25,251 |
Total estimated future intangible asset amortization expense | 49,934 |
Customer Relationships | |
Finite-Lived Intangible Assets [Line Items] | |
2022 (excluding the three months ended June 30, 2021) | 1,890 |
2023 | 2,519 |
2024 | 2,519 |
2025 | 2,519 |
2026 | 2,519 |
Thereafter | 15,134 |
Total estimated future intangible asset amortization expense | 27,100 |
Technology | |
Finite-Lived Intangible Assets [Line Items] | |
2022 (excluding the three months ended June 30, 2021) | 1,583 |
2023 | 1,970 |
2024 | 1,970 |
2025 | 1,819 |
2026 | 1,542 |
Thereafter | 3,323 |
Total estimated future intangible asset amortization expense | 12,207 |
Trade Names | |
Finite-Lived Intangible Assets [Line Items] | |
2022 (excluding the three months ended June 30, 2021) | 605 |
2023 | 807 |
2024 | 807 |
2025 | 807 |
2026 | 807 |
Thereafter | 6,794 |
Total estimated future intangible asset amortization expense | $ 10,627 |
Debt Arrangements - Debt and No
Debt Arrangements - Debt and Notes Payable (Details) - USD ($) $ in Thousands | 3 Months Ended | |||||||
Jun. 30, 2021 | Aug. 24, 2024 | Aug. 24, 2023 | Aug. 24, 2022 | Mar. 31, 2021 | Aug. 31, 2020 | Aug. 24, 2020 | Jun. 30, 2020 | |
Debt Instrument [Line Items] | ||||||||
Total debt | $ 1,076,271 | $ 925,531 | ||||||
Short-term | 403,792 | 372,174 | ||||||
Current portion of long-term debt | 2,686 | 2,122 | $ 90 | $ 273,524 | ||||
Long-term debt | 669,793 | 551,235 | $ 512,332 | $ 3,238 | ||||
Long-term debt including current maturities | 672,479 | 553,357 | ||||||
Letters of credit outstanding | 4,804 | 2,468 | ||||||
Lines and Letters Available | ||||||||
Lines of credit available | 232,328 | |||||||
Letters of credit available | 2,512 | |||||||
Total credit available | $ 234,840 | |||||||
Senior Secured First Lien Notes due 2024 | ||||||||
Interest Rate | ||||||||
Interest rate (as a percent) | 10.00% | |||||||
Senior Secured First Lien Notes due 2021 | ||||||||
Interest Rate | ||||||||
Interest rate (as a percent) | 8.50% | |||||||
Credit Facility | ABL Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Total debt | $ 67,500 | 67,500 | ||||||
Lines and Letters Available | ||||||||
Lines of credit available | $ 7,500 | |||||||
Interest Rate | ||||||||
Interest rate (as a percent) | 5.80% | |||||||
Credit Facility | Delayed Draw Term Loan Facility Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Total debt | $ 117,353 | 0 | ||||||
Lines and Letters Available | ||||||||
Lines of credit available | $ 0 | |||||||
Interest Rate | ||||||||
Interest rate (as a percent) | 10.50% | |||||||
Original issue discount | $ 8,647 | |||||||
Repayments of debt | 126,000 | |||||||
Exit fee payable | 6,000 | |||||||
Senior Notes | Senior Secured First Lien Notes due 2024 | ||||||||
Debt Instrument [Line Items] | ||||||||
Total debt | 268,168 | 267,353 | ||||||
Lines and Letters Available | ||||||||
Lines of credit available | $ 0 | |||||||
Interest Rate | ||||||||
Interest rate (as a percent) | 10.00% | |||||||
Senior Notes | Senior Secured First Lien Notes due 2021 | ||||||||
Interest Rate | ||||||||
Original issue discount | $ 12,676 | |||||||
Repayments of debt | 280,844 | |||||||
Repayments of debt, net of original issue discount | 268,168 | |||||||
Term Loan Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Total debt | 216,533 | 215,594 | ||||||
Lines and Letters Available | ||||||||
Lines of credit available | $ 0 | |||||||
Interest Rate | ||||||||
Interest rate (as a percent) | 9.60% | |||||||
Weighted-average interest rate (as a percent) | 9.60% | |||||||
Accrued paid-in-kind interest | $ 3,115 | |||||||
Debt instrument, paid-in-kind interest rate (as a percent) | 1.00% | |||||||
Term Loan Credit Facility | Forecast | ||||||||
Interest Rate | ||||||||
Debt instrument, paid-in-kind interest rate (as a percent) | 4.00% | 3.00% | 2.00% | |||||
Other long-term debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Total debt | 2,925 | 2,910 | ||||||
Lines and Letters Available | ||||||||
Lines of credit available | $ 340 | |||||||
Interest Rate | ||||||||
Weighted-average interest rate (as a percent) | 2.20% | |||||||
Notes payable to banks | ||||||||
Debt Instrument [Line Items] | ||||||||
Total debt | $ 403,792 | $ 372,174 | ||||||
Lines and Letters Available | ||||||||
Lines of credit available | $ 224,488 | |||||||
Interest Rate | ||||||||
Weighted-average interest rate (as a percent) | 6.20% |
Debt Arrangements - Narrative (
Debt Arrangements - Narrative (Details) shares in Thousands | Aug. 12, 2021USD ($) | Apr. 23, 2021USD ($)arrangement | Aug. 13, 2020USD ($) | Jun. 30, 2021USD ($) | Jul. 01, 2021USD ($) | Jun. 24, 2021USD ($) | Jun. 23, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 03, 2020shares | Aug. 24, 2020USD ($) | Aug. 12, 2020USD ($) |
Debt Instrument [Line Items] | |||||||||||
Borrowings outstanding of line of credit | $ 232,328,000 | ||||||||||
Outstanding amount of debt instrument | $ 1,076,271,000 | $ 925,531,000 | |||||||||
Credit Facility | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Term of debt instrument | 270 days | ||||||||||
Credit Facility | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Term of debt instrument | 180 days | ||||||||||
Alliance One International Tabak B.V. | Alliance One Brazil | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Ownership interest (as a percent) | 0.001% | ||||||||||
Equity Method Investee | Glendon Capital Management LP | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of common stock owned by related party ( in shares) | shares | 7,939 | ||||||||||
Proportion of common stock outstanding owned by related party (as a percent) | 31.80% | ||||||||||
Equity Method Investee | Monarch Alternative Capital LP | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of common stock owned by related party ( in shares) | shares | 6,033 | ||||||||||
Proportion of common stock outstanding owned by related party (as a percent) | 24.10% | ||||||||||
Senior Notes | Senior Secured First Lien Notes due 2024 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Borrowings outstanding of line of credit | $ 0 | ||||||||||
Outstanding amount of debt instrument | 268,168,000 | 267,353,000 | |||||||||
Face amount of debt instrument | $ 280,844,000 | ||||||||||
ABL Credit Facility | Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | 75,000,000 | ||||||||||
Borrowings outstanding of line of credit | 7,500,000 | ||||||||||
Outstanding amount of debt instrument | 67,500,000 | 67,500,000 | |||||||||
Term Loan Credit Facility | Term Loan Credit Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 213,418,000 | ||||||||||
Foreign Line of Credit | Foreign Seasonal Lines of Credit with Eastern and Southern African Trade and Development Bank | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 285,000,000 | $ 255,000,000 | |||||||||
Borrowings outstanding of line of credit | $ 240,485,000 | ||||||||||
Foreign Line of Credit | Foreign Seasonal Lines of Credit with Eastern and Southern African Trade and Development Bank | Malawi | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | 120,000,000 | ||||||||||
Foreign Line of Credit | Foreign Seasonal Lines of Credit with Eastern and Southern African Trade and Development Bank | Malawi | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 80,000,000 | $ 80,000,000 | |||||||||
Foreign Line of Credit | Foreign Seasonal Lines of Credit with Eastern and Southern African Trade and Development Bank | Tanzania | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 85,000,000 | $ 70,000,000 | |||||||||
Foreign Line of Credit | Foreign Seasonal Lines of Credit with Eastern and Southern African Trade and Development Bank | Tanzania | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 85,000,000 | ||||||||||
Foreign Line of Credit | Foreign Seasonal Lines of Credit with Eastern and Southern African Trade and Development Bank | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate (as a percent) | 6.00% | ||||||||||
Foreign Line of Credit | Foreign Seasonal Lines of Credit with Eastern and Southern African Trade and Development Bank | London Interbank Offered Rate (LIBOR) | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate (as a percent) | 6.00% | ||||||||||
TDB Facility | Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding amount of debt instrument | 108,356,000 | ||||||||||
Remaining borrowing capacity | 81,644,000 | ||||||||||
Credit Facility | Delayed Draw Term Loan Facility Credit Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 120,000,000 | ||||||||||
Maximum number of draws available on credit facility | arrangement | 4 | ||||||||||
Minimum amount of draw on credit facility | $ 30,000,000 | ||||||||||
Floor on LIBOR rate (as a percent) | 1.50% | ||||||||||
Commitment fee percentage (in basis points) | 2.00% | ||||||||||
Credit Facility | Delayed Draw Term Loan Facility Credit Agreement | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate (as a percent) | 9.00% | ||||||||||
Credit Facility | Delayed Draw Term Loan Facility Credit Agreement | Base Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate (as a percent) | 8.00% | ||||||||||
Delayed Draw Term Loan Facility Credit Agreement | Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Borrowings outstanding of line of credit | 0 | ||||||||||
Outstanding amount of debt instrument | 117,353,000 | $ 0 | |||||||||
Original issue discount | 8,647,000 | ||||||||||
Exit fee payable | $ 6,000,000 |
Debt Arrangements - Exit Fees (
Debt Arrangements - Exit Fees (Details) | Apr. 01, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Credit Facility | Delayed Draw Term Loan Facility Credit Agreement | Forecast | ||||
Subsequent Event [Line Items] | ||||
Exit fee (as a percent) | 500.00% | 350.00% | 250.00% | 100.00% |
Securitized Receivables - Narra
Securitized Receivables - Narrative (Details) | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2021USD ($)program | Jun. 30, 2020USD ($) | Mar. 31, 2021USD ($) | |
Derecognized Assets, Securitized or Asset-backed Financing Arrangement Assets and any Other Financial Assets Managed Together [Line Items] | |||
Number of accounts receivable securitization programs | program | 2 | ||
Receivables sold, face value discounted (as a percent) | 100.00% | ||
Reductions of trade and other receivables due to settlements | $ (4,724,000) | $ 5,663,000 | $ (3,651,000) |
Accounts Receivable Securitization, Program Two | |||
Derecognized Assets, Securitized or Asset-backed Financing Arrangement Assets and any Other Financial Assets Managed Together [Line Items] | |||
Trade receivables, maximum amount | $ 125,000,000 |
Securitized Receivables - Summa
Securitized Receivables - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2021 | |
Transfers and Servicing [Abstract] | |||
Receivables outstanding in facility | $ 66,671 | $ 60,324 | $ 90,693 |
Beneficial interests | 20,271 | 14,949 | 19,370 |
Servicing liability | 33 | 7 | $ 14 |
Cash proceeds for the period ended: | |||
Cash purchase price | 90,012 | 108,007 | |
Deferred purchase price | 37,681 | 53,949 | |
Service fees | 143 | 131 | |
Total | $ 127,836 | $ 162,087 |
Guarantees - Summary (Details)
Guarantees - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | |
Guarantees [Abstract] | |||
Amounts guaranteed (not to exceed) | $ 95,272 | $ 93,489 | $ 110,712 |
Amounts outstanding under guarantee | 32,461 | 30,111 | 48,339 |
Fair value of guarantees | 1,962 | 1,740 | 3,312 |
Amounts due to local banks on behalf of suppliers and included in accounts payable | $ 12,216 | $ 10,930 | $ 14,206 |
Number of years before expiring guarantees | 1 year |
Derivative Financial Instrume_2
Derivative Financial Instruments - Narrative (Details) $ in Thousands | 3 Months Ended |
Jun. 30, 2021USD ($) | |
Derivative [Line Items] | |
Losses recognized in income | $ (415) |
Current derivative asset | 4,896 |
Notional amount of derivative contracts outstanding | 53,436 |
Derivatives, Net of Tax | |
Derivative [Line Items] | |
Unrealized losses on derivatives | 3,104 |
Tax on unrealized gain (loss) on derivatives | $ (1,401) |
Fair Value Measurements - Input
Fair Value Measurements - Input Hierarchy of Items Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 | Aug. 31, 2020 | Jun. 30, 2020 |
Financial Assets: | ||||
Derivative financial instruments | $ 0 | |||
Financial Liabilities: | ||||
Long-term debt | $ 974,205 | |||
Total Assets / Liabilities at Fair Value | ||||
Financial Assets: | ||||
Derivative financial instruments | $ 4,896 | $ 917 | ||
Securitized beneficial interests | 20,271 | 19,370 | 14,949 | |
Total assets | 25,167 | 20,287 | 14,949 | |
Financial Liabilities: | ||||
Long-term debt | 453,888 | 470,957 | 321,864 | |
Guarantees | 1,962 | 1,740 | 3,312 | |
Total liabilities | 455,850 | 472,697 | 325,176 | |
Level 2 | ||||
Financial Assets: | ||||
Derivative financial instruments | 4,896 | 917 | 0 | |
Securitized beneficial interests | 0 | 0 | 0 | |
Total assets | 4,896 | 917 | 0 | |
Financial Liabilities: | ||||
Long-term debt | 450,724 | 467,795 | 318,060 | |
Guarantees | 0 | 0 | 0 | |
Total liabilities | 450,724 | 467,795 | 318,060 | |
Level 3 | ||||
Financial Assets: | ||||
Derivative financial instruments | 0 | 0 | 0 | |
Securitized beneficial interests | 20,271 | 19,370 | 14,949 | |
Total assets | 20,271 | 19,370 | 14,949 | |
Financial Liabilities: | ||||
Long-term debt | 3,164 | 3,162 | 3,804 | |
Guarantees | 1,962 | 1,740 | 3,312 | |
Total liabilities | $ 5,126 | $ 4,902 | $ 7,116 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Thousands | 3 Months Ended | |
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | |
Securitized Beneficial Interests | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis, Valuation Techniques [Line Items] | ||
Unrealized losses for securitized beneficial interests | $ 319 | $ 468 |
Securitized Beneficial Interests | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis, Valuation Techniques [Line Items] | ||
Payment speed | 64 days | |
Discount rate (as a percent) | 1.60% | |
Securitized Beneficial Interests | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis, Valuation Techniques [Line Items] | ||
Payment speed | 81 days | |
Discount rate (as a percent) | 3.50% | |
Loss Severity | Guarantees of Farmers | Historical Loss Valuation Technique | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis, Valuation Techniques [Line Items] | ||
Historical loss (as a percent) | 0.001 | |
Loss Severity | Guarantees of Farmers | Historical Loss Valuation Technique | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis, Valuation Techniques [Line Items] | ||
Historical loss (as a percent) | 0.100 | |
Treasury Notes Interest Rate | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis, Valuation Techniques [Line Items] | ||
Measurement input of long-term debt (as a percent) | 0.009 | |
Treasury Notes Interest Rate | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis, Valuation Techniques [Line Items] | ||
Measurement input of long-term debt (as a percent) | 0.014 | |
Borrowings Rate | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis, Valuation Techniques [Line Items] | ||
Measurement input of long-term debt (as a percent) | 0.070 | |
Borrowings Rate | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis, Valuation Techniques [Line Items] | ||
Measurement input of long-term debt (as a percent) | 0.107 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Change in Recurring Level 3 Balances (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Long-Term Debt | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 3,162 | $ 848 |
Settlements | 0 | (100) |
Additions | 2 | 3,056 |
Ending balance | 3,164 | 3,804 |
Securitized Beneficial Interests | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 19,370 | 27,021 |
Issuances of sales of receivables/guarantees | 0 | 47,120 |
Settlements | (36,695) | (57,902) |
Additions | 38,498 | 0 |
(Losses) gains recognized in earnings | (902) | (1,290) |
Ending balance | 20,271 | 14,949 |
Guarantees | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 1,740 | 2,791 |
Issuances of sales of receivables/guarantees | 223 | 647 |
Settlements | (26) | (117) |
(Losses) gains recognized in earnings | 25 | (9) |
Ending balance | $ 1,962 | $ 3,312 |
Pension and Other Postretirem_3
Pension and Other Postretirement Benefits - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Defined Benefit Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 99 | $ 106 |
Interest expense | 677 | 957 |
Expected return on plan assets | (728) | (740) |
Amortization of prior service cost | (1) | 10 |
Actuarial loss | 4 | 521 |
Net periodic pension/benefit cost (income) | 51 | 854 |
Other Postretirement Benefits | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 2 | 2 |
Interest expense | 49 | 69 |
Amortization of prior service cost | 0 | (176) |
Actuarial loss | (3) | 94 |
Net periodic pension/benefit cost (income) | $ 48 | $ (11) |
Pension and Other Postretirem_4
Pension and Other Postretirement Benefits - Contributions to Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Retirement Benefits [Abstract] | ||
Contributions made during the period | $ 1,503 | $ 875 |
Contributions expected for the remainder of the fiscal year | 4,368 | 6,306 |
Total | $ 5,871 | $ 7,181 |
Contingencies and Other Infor_2
Contingencies and Other Information - Narrative (Details) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2021USD ($)facility | Mar. 18, 2014USD ($) | Oct. 26, 2007USD ($) | |
Loss Contingencies [Line Items] | |||
Number of facilities with an associated asset retirement obligation | facility | 1 | ||
Tax Assessment | Brazilian State of Parana | |||
Loss Contingencies [Line Items] | |||
Loss contingency, estimate of possible loss | $ 9,516 | $ 2,633 | |
Tax Assessment | Brazilian State of Santa Catarina | |||
Loss Contingencies [Line Items] | |||
Loss contingency, estimate of possible loss | 6,168 | $ 2,278 | |
Tax Assessment | Brazil State of Rio Grande do Sul and the State of Santa Catarina | |||
Loss Contingencies [Line Items] | |||
Loss contingency, estimate of possible loss | $ 12,766 |
Related Party Transactions - Su
Related Party Transactions - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Related Party Transactions [Abstract] | ||
Sales | $ 10,637 | $ 7,228 |
Purchases | $ 22,342 | $ 18,727 |
Related Party Transactions - Ba
Related Party Transactions - Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 | Aug. 31, 2020 | Jun. 30, 2020 |
Related Party Transaction [Line Items] | ||||
Accounts receivable, related parties | $ 2,780 | |||
Accounts payable, related parties | $ 26,125 | |||
Other receivables | ||||
Related Party Transaction [Line Items] | ||||
Accounts receivable, related parties | $ 4,138 | $ 3,585 | $ 4,589 | |
Notes receivable, related parties | 17,301 | 11,890 | 400 | |
Accounts payable | ||||
Related Party Transaction [Line Items] | ||||
Accounts payable, related parties | 15,124 | 22,376 | 19,775 | |
Advances from customers | ||||
Related Party Transaction [Line Items] | ||||
Advances from related parties | $ 14,550 | $ 0 | $ 4,030 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) | 3 Months Ended | ||||||
Jun. 30, 2021 | Jun. 30, 2020 | Apr. 23, 2021 | Mar. 31, 2021 | Jan. 21, 2021 | Jan. 20, 2021 | Aug. 31, 2020 | |
Related Party Transaction [Line Items] | |||||||
Interest expense to related parties | $ 7,499,000 | $ 0 | |||||
Accounts receivable, related parties | $ 2,780,000 | ||||||
Related party note receivable | 6,219,000 | 0 | $ 6,100,000 | ||||
Equity Method Investee | |||||||
Related Party Transaction [Line Items] | |||||||
Interest payable, related parties | 6,361,000 | 0 | 2,309,000 | ||||
Canadian Cannabis Subsidiaries | |||||||
Related Party Transaction [Line Items] | |||||||
Interest expense to related parties | 165,000 | 0 | |||||
Accounts receivable, related parties | 224,000 | 0 | 59,000 | ||||
Delayed Draw Term Loan Facility Credit Agreement | Credit Facility | |||||||
Related Party Transaction [Line Items] | |||||||
Maximum borrowing capacity | $ 120,000,000 | ||||||
Canadian DIP Facility | DIP Financing Facility | |||||||
Related Party Transaction [Line Items] | |||||||
DIP financing, amount arranged | $ 11,082,000 | $ 0 | $ 5,790,000 | $ 16,000 | $ 8,000 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 3 Months Ended |
Jun. 30, 2021segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 9 |
Number of reportable segments | 3 |
Segment Information - Summary (
Segment Information - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2021 | Aug. 31, 2020 | |
Segment Reporting Information [Line Items] | ||||
Total sales and other operating revenues | $ 333,290 | $ 262,809 | ||
Total operating income | 8,204 | (43,596) | ||
Total assets | 1,681,828 | 1,792,668 | $ 1,539,462 | $ 1,709,525 |
Leaf - North America | ||||
Segment Reporting Information [Line Items] | ||||
Total sales and other operating revenues | 49,768 | 29,897 | ||
Total operating income | 2,596 | (833) | ||
Total assets | 267,254 | 283,715 | 247,265 | |
Leaf - Other Regions | ||||
Segment Reporting Information [Line Items] | ||||
Total sales and other operating revenues | 280,090 | 227,739 | ||
Total operating income | 11,940 | (6,182) | ||
Total assets | 1,330,988 | 1,334,372 | 1,204,993 | |
Other Products and Services | ||||
Segment Reporting Information [Line Items] | ||||
Total sales and other operating revenues | 3,432 | 5,173 | ||
Total operating income | (6,332) | (36,581) | ||
Total assets | $ 83,586 | $ 174,581 | $ 87,204 |
Subsequent Events (Details)
Subsequent Events (Details) - Foreign Seasonal Lines of Credit with Eastern and Southern African Trade and Development Bank - Foreign Line of Credit - USD ($) | Aug. 12, 2021 | Aug. 13, 2020 | Jul. 01, 2021 | Jun. 30, 2021 | Jun. 24, 2021 | Jun. 23, 2021 | Aug. 12, 2020 |
Subsequent Event [Line Items] | |||||||
Maximum borrowing capacity | $ 285,000,000 | $ 255,000,000 | |||||
London Interbank Offered Rate (LIBOR) | |||||||
Subsequent Event [Line Items] | |||||||
Basis spread on variable rate (as a percent) | 6.00% | ||||||
Malawi | |||||||
Subsequent Event [Line Items] | |||||||
Maximum borrowing capacity | $ 120,000,000 | ||||||
Tanzania | |||||||
Subsequent Event [Line Items] | |||||||
Maximum borrowing capacity | $ 85,000,000 | $ 70,000,000 | |||||
Subsequent Event | London Interbank Offered Rate (LIBOR) | |||||||
Subsequent Event [Line Items] | |||||||
Basis spread on variable rate (as a percent) | 6.00% | ||||||
Subsequent Event | Malawi | |||||||
Subsequent Event [Line Items] | |||||||
Maximum borrowing capacity | $ 80,000,000 | $ 80,000,000 | |||||
Subsequent Event | Tanzania | |||||||
Subsequent Event [Line Items] | |||||||
Maximum borrowing capacity | 85,000,000 | ||||||
Subsequent Event | Zambia | |||||||
Subsequent Event [Line Items] | |||||||
Maximum borrowing capacity | $ 40,000,000 |