PYXUS INTERNATIONAL, INC.
For the period ended Dec 31, 2024. Filed Feb 12, 2025.
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Dec 31, 2024 · Filed Feb 12, 2025
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Notes to Condensed Consolidated Financial Statements
| Pyxus International, Inc. and Subsidiaries | ||
|---|---|---|
| Notes to Condensed Consolidated Financial Statements | ||
| (Unaudited) | ||
| (in thousands, except per share data) | Page Number | |
| Note 1 | Basis of Presentation and Summary of Significant Accounting Policies | 9 |
| Note 2 | New Accounting Standards | 9 |
| Note 3 | Revenue Recognition | 10 |
| Note 4 | Income Taxes | 10 |
| Note 5 | Earnings Per Share | 11 |
| Note 6 | Restricted Cash | 11 |
| Note 7 | Inventories, Net | 11 |
| Note 8 | Equity Method Investments | 12 |
| Note 9 | Variable Interest Entities | 12 |
| Note 10 | Intangible Assets, Net | 13 |
| Note 11 | Debt Arrangements | 14 |
| Note 12 | Securitized Receivables | 17 |
| Note 13 | Guarantees | 18 |
| Note 14 | Derivative Financial Instruments | 18 |
| Note 15 | Fair Value Measurements | 19 |
| Note 16 | Pension and Other Postretirement Benefits | 20 |
| Note 17 | Contingencies and Other Information | 20 |
| Note 18 | Equity-Based Compensation | 20 |
| Note 19 | Related Party Transactions | 21 |
| Note 20 | Segment Information | 23 |
| Note 21 | Subsequent Events | 23 |
- Basis of Presentation and Summary of Significant Accounting Policies
The accompanying condensed consolidated financial statements represent the consolidation of Pyxus International, Inc. (the "Company", "Pyxus", "we", or "us") and all companies that Pyxus directly or indirectly controls, either through majority ownership or otherwise. These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include the information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of management, the normal and recurring adjustments necessary for fair statement of financial position, results of operations, and cash flows at the dates and for the periods presented have been included. Intercompany accounts and transactions have been eliminated.
These condensed consolidated interim financial statements should be read in conjunction with the Company's consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2024 filed on June 6, 2024. 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.
- New Accounting Standards
Accounting Pronouncements Not Yet Adopted
In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures. This ASU amends FASB Topic 280 to permit the disclosure of multiple measures of a segment's profit or loss, and requires an entity with a single reportable segment to apply FASB Topic 280 in its entirety. In addition, this ASU requires the following new segment disclosures:
Significant segment expenses by reportable segment if regularly provided to the Chief Operating Decision Maker ("CODM") and included within the reported measure of segment profit or loss;
Other segment items, which represents the difference between reported segment revenues less the significant segment expenses less reported segment profit or loss; and
Title and position of the CODM.
Disclosures required under this new ASU and the existing segment profit or loss and assets disclosures currently required annually by FASB Topic 280 are to be disclosed in interim periods. The annual disclosure requirements are effective for the Company's fiscal year ending March 31, 2025, and the interim period disclosure requirements are effective beginning April 1, 2025. Early adoption is permitted. This ASU will result in additional disclosures for segment reporting, and does not have an impact on the Company's financial condition, results of operations, or cash flows.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes: Improvements to Income Tax Disclosures, to provide more disaggregation of income tax information mainly related to the effective tax rate reconciliation and the income taxes paid disclosure requirements. Under the new accounting rules, the tabular effective tax rate reconciliation must include specific categories with certain reconciling items based on the expected tax further disaggregated by nature and/or jurisdiction. Income taxes paid, net of refunds received, must be broken out by federal, state, and foreign taxes, and further disaggregated by individual jurisdictions based on total income taxes paid. These new annual disclosure requirements are effective for the Company's fiscal year ending March 31, 2026. Early adoption is permitted. The Company is currently evaluating the impact that this new accounting standard will have on its income tax disclosures.
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses, which requires a tabular disclosure of relevant expense captions into prescribed natural expense categories. The annual disclosure requirements are effective for the Company’s fiscal year ending March 31, 2028, and the interim period disclosure requirements are effective beginning April 1, 2028. Early adoption is permitted. This new standard will result in additional disclosures within the footnotes to the financial statements, and is not expected to have an impact on the Company’s financial condition, results of operations, or cash flows.
- Revenue Recognition
Product revenue is primarily from the sale of processed tobacco to customers. Processing and other revenues are mainly contracts to process customer-owned green tobacco. During such processing, ownership remains with the customers. All Other revenue is primarily composed of revenue from the sale of e-liquids and non-tobacco agriculture products. The following disaggregates sales and other operating revenues by major source, with the All Other category being included for purposes of reconciliation of the respective balances below of the Leaf segment (the Company's sole reportable segment) to the condensed consolidated financial statements:
| Three Months Ended · Nine Months Ended | ||||
|---|---|---|---|---|
| December 31, | December 31, | |||
| 2024 | 2023 | 2024 | 2023 | |
| Leaf: | ||||
| Product revenue | $742,919 | $500,529 | $1,847,949 | $1,537,268 |
| Processing and other revenues | 32,416 | 28,543 | 122,520 | 91,364 |
| Total sales and other operating revenues | 775,335 | 529,072 | 1,970,469 | 1,628,632 |
| All Other: | ||||
| Total sales and other operating revenues | 2,972 | 744 | 9,076 | 2,529 |
| Total sales and other operating revenues | $778,307 | $529,816 | $1,979,545 | $1,631,161 |
The following summarizes activity in the allowance for expected credit losses:
| Three Months Ended · Nine Months Ended | ||||
|---|---|---|---|---|
| December 31, | December 31, | |||
| 2024 | 2023 | 2024 | 2023 | |
| Balance, beginning of period | $(24,250) | $(24,373) | $(23,940) | $(24,730) |
| Additions | (671) | (631) | (1,299) | (1,189) |
| Write-offs and other adjustments | 525 | 168 | 843 | 1,083 |
| Balance, end of period | (24,396) | (24,836) | (24,396) | (24,836) |
| Trade receivables | 351,037 | 252,365 | 351,037 | 252,365 |
| Trade receivables, net | $326,641 | $227,529 | $326,641 | $227,529 |
- Income Taxes
For each period presented, the Company's quarterly provision for income taxes is not calculated using the annual effective tax rate method ("AETR method"), which applies an estimated annual effective tax rate to pre-tax income or loss. As of the end of the current period, market specific factors coupled with tax rate sensitivity caused the AETR method to produce an unreliable estimate of the Company’s annual effective tax rate; therefore, the Company recorded its interim income tax provision using the discrete method, as allowed under FASB ASC 740-270, Income Taxes - Interim Reporting. Using the discrete method, the Company determined income tax expense as if each of the nine-month interim periods reported were an annual period.
The effective tax rate for the nine months ended December 31, 2024 and 2023 was 70.3% and 72.2%, respectively. For the nine months ended December 31, 2024, the difference between the Company’s effective rate and the U.S. statutory rate of 21.0% is primarily due to U.S. taxation of foreign earnings and tax expense related to foreign currency gains in Africa and South America recognized in the current period, partially offset by foreign tax credits.
- Earnings Per Share
The calculations of basic and diluted earnings per share are based on net income divided by the basic weighted average number of common shares and diluted weighted average number of common shares outstanding, respectively. Under the treasury stock method, restricted stock units will have a dilutive effect when the respective period's average market price of the Company's common stock exceeds the assumed exercise proceeds and the average amount of cost not yet recognized. Performance based stock units are included in diluted earnings per share if the performance targets have been met at the end of the reporting period. Share-based payment awards that provide contingently issuable shares upon a performance or market condition are included in basic and diluted earnings per share only if the condition is met as of the end of the reporting period.
The following summarizes the computation of earnings per share:
| Three Months Ended · Nine Months Ended | ||||
|---|---|---|---|---|
| December 31, | December 31, | |||
| 2024 | 2023 | 2024 | 2023 | |
| Net income attributable to Pyxus International, Inc. | $18,898 | $3,835 | $20,313 | $12,734 |
| Basic weighted average shares outstanding | 25,540 | 25,000 | 25,643 | 25,000 |
| Plus: Dilutive equity awards (1) | — | — | — | — |
| Diluted weighted average shares outstanding | 25,540 | 25,000 | 25,643 | 25,000 |
| Earnings per share: | ||||
| Basic | $0.74 | $0.15 | $0.79 | $0.51 |
| Diluted | $0.74 | $0.15 | $0.79 | $0.51 |
| (1) For the three and nine months ended December 31, 2024, the weighted average number of outstanding restricted stock units not included in the computation of diluted earnings per share because their effect would be antidilutive is 63 and 6, respectively. | ||||
- Restricted Cash
The following summarizes the composition of restricted cash:
| December 31, 2024 | December 31, 2023 | March 31, 2024 | |
|---|---|---|---|
| Compensating balance for short-term borrowings | $542 | $516 | $516 |
| Escrow | 3,416 | 2,144 | 2,647 |
| Grants | 2,305 | 1,524 | 1,375 |
| Other | 100 | 258 | 2,686 |
| Total | $6,363 | $4,442 | $7,224 |
- Inventories, Net
The following summarizes the composition of inventories, net:
| December 31, 2024 | December 31, 2023 | March 31, 2024 | |
|---|---|---|---|
| Processed tobacco | $603,283 | $659,028 | $585,280 |
| Unprocessed tobacco | 151,890 | 78,033 | 305,928 |
| Other tobacco related | 23,770 | 30,047 | 31,213 |
| All Other | 3,537 | 12,721 | 9,233 |
| Total | $782,480 | $779,829 | $931,654 |
- Equity Method Investments
The following summarizes the Company's equity method investments as of December 31, 2024:
| Investee Name | Location | Primary Purpose | 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 Tabacos Exportadora S.A. | Brazil | Purchase and process tobacco | 49% | 43,000 |
| 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 Corporation Ltd. | Thailand | Purchase and process tobacco | 49% | (6,098) |
| (1) Basis differences for the Company's equity method investments were due to fair value adjustments recorded during fiscal 2021. | ||||
The following summarizes financial information for these equity method investments:
| Three Months Ended · Nine Months Ended | ||||
|---|---|---|---|---|
| December 31, | December 31, | |||
| 2024 | 2023 | 2024 | 2023 | |
| Statement of operations: | ||||
| Sales | $278,031 | $179,798 | $421,327 | $306,085 |
| Gross profit | 25,977 | 29,087 | 45,692 | 48,446 |
| Net income | 8,933 | 14,066 | 15,354 | 15,222 |
| December 31, 2024 | December 31, 2023 | March 31, 2024 | |
|---|---|---|---|
| Balance sheet: | |||
| Current assets | $525,087 | $435,526 | $542,702 |
| Property, plant, and equipment and other assets | 48,206 | 47,922 | 50,925 |
| Current liabilities | 433,870 | 353,433 | 446,597 |
| Long-term obligations and other liabilities | 3,827 | 2,502 | 3,356 |
- 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:
| December 31, 2024 | December 31, 2023 | March 31, 2024 | |
|---|---|---|---|
| Investments in variable interest entities | $90,685 | $86,889 | $94,609 |
| Receivables with variable interest entities | 4 | — | — |
| Guaranteed amounts to variable interest entities (not to exceed) | 15,968 | 11,113 | 11,113 |
- Intangible Assets, Net
The gross carrying amount and accumulated amortization of intangible assets consist of the following:
| December 31, 2024 | ||||
|---|---|---|---|---|
| Weighted Average Remaining Useful Life | Gross Carrying Amount | Accumulated Amortization | Intangible Assets, Net | |
| Intangibles subject to amortization: | ||||
| Customer relationships | 7.7 years | $26,101 | $(9,425) | $16,676 |
| Technology | 3.6 years | 11,618 | (6,469) | 5,149 |
| Trade names | 9.7 years | 11,300 | (3,498) | 7,802 |
| Total | $49,019 | $(19,392) | $29,627 | |
| December 31, 2023 | ||||
|---|---|---|---|---|
| Weighted Average Remaining Useful Life | Gross Carrying Amount | Accumulated Amortization | Intangible Assets, Net | |
| Intangibles subject to amortization: | ||||
| Customer relationships | 8.7 years | $26,101 | $(7,250) | $18,851 |
| Technology | 4.6 years | 12,948 | (5,379) | 7,569 |
| Trade names | 10.7 years | 11,300 | (2,690) | 8,610 |
| Total | $50,349 | $(15,319) | $35,030 | |
| March 31, 2024 | ||||
|---|---|---|---|---|
| Weighted Average Remaining Useful Life | Gross Carrying Amount | Accumulated Amortization | Intangible Assets, Net | |
| Intangibles subject to amortization: | ||||
| Customer relationships | 8.4 years | $26,101 | $(7,794) | $18,307 |
| Technology | 4.4 years | 12,948 | (5,784) | 7,164 |
| Trade names | 10.4 years | 11,300 | (2,892) | 8,408 |
| Total | $50,349 | $(16,470) | $33,879 | |
The following summarizes amortization expense for definite-lived intangible assets:
| Three Months Ended · Nine Months Ended | ||||
|---|---|---|---|---|
| December 31, | December 31, | |||
| 2024 | 2023 | 2024 | 2023 | |
| Amortization expense | $1,120 | $1,221 | $3,412 | $3,542 |
- Debt Arrangements
The following summarizes debt and notes payable:
| (in thousands) · Interest Rate · December 31, 2024 · December 31, 2023 · March 31, 2024 | |||||
|---|---|---|---|---|---|
| Senior secured credit facilities: | |||||
| ABL Credit Facility | 8.3% | (1) | $— | $— | $— |
| Senior secured notes: | |||||
| 10.0% Notes Due 2024 | 10.0% | (1) | — | 20,169 | 20,247 |
| 8.5% Notes Due 2027 (2) | 8.5% | (1) | 145,628 | 254,367 | 178,146 |
| Senior secured term loans: | |||||
| Intabex Term Loans (3) | 13.5% | (1) | 187,006 | 186,546 | 186,659 |
| Pyxus Term Loans (4) | 13.5% | (1) | 122,009 | 133,053 | 132,819 |
| Other Debt: | |||||
| Other long-term debt | 8.7% | (1) | 49 | 193 | 157 |
| Notes payable (5) | 9.7% | (1) | 608,648 | 472,972 | 499,312 |
| Total debt | $1,063,340 | $1,067,300 | $1,017,340 | ||
| Short-term (5) | $608,648 | $472,972 | $499,312 | ||
| Long-term: | |||||
| Current portion of long-term debt | $49 | $20,251 | $20,294 | ||
| Long-term debt | 454,643 | 574,077 | 497,734 | ||
| Total | $454,692 | $594,328 | $518,028 | ||
| Letters of credit | $8,095 | $4,670 | $5,070 | ||
| (1) Weighted average rate for the trailing twelve months ended December 31, 2024 or, for indebtedness outstanding only during a portion of such twelve-month period, for the portion of such period that such indebtedness was outstanding. | |||||
| (2) Balance of $145,628 is net of a debt discount of $2,711. Total repayment at maturity is $148,339. | |||||
| (3) Balance of $187,006 is net of a debt discount of $2,027. Total repayment at maturity is $189,033, which includes a $2,000 exit fee payable upon repayment. | |||||
| (4) Balance of $122,009 is net of a debt premium of $1,804. Total repayment at maturity is $120,205. | |||||
| (5) Primarily foreign seasonal lines of credit. | |||||
Outstanding Senior Secured Debt
ABL Credit Facility
On February 8, 2022, the Company’s wholly owned subsidiary, Pyxus Holdings, Inc. ("Pyxus Holdings"), certain subsidiaries of Pyxus Holdings (together with Pyxus Holdings, the "Borrowers"), and the Company and its wholly owned subsidiary, Pyxus Parent, Inc. ("Pyxus Parent"), as parent guarantors, entered into an ABL Credit Agreement (as amended, the "ABL Credit Agreement"), dated as of February 8, 2022, by and among Pyxus Holdings, as Borrower Agent, the Borrowers and parent guarantors party thereto, the lenders party thereto, and PNC Bank, National Association, as Administrative Agent and Collateral Agent, to establish an asset-based revolving credit facility (the "ABL Credit Facility"), the proceeds of which may be used to refinance existing senior bank debt, pay fees and expenses related to the ABL Credit Facility, partially fund capital expenditures, and provide for the ongoing working capital needs of the Borrowers. The ABL Credit Agreement was amended on May 23, 2023 to extend the maturity of the ABL Credit Facility to February 8, 2027. The ABL Credit Agreement was amended on October 24, 2023 to, among other things increase the aggregate amount of the revolving loan commitments under the ABL Credit Facility to $120,000. A detailed description of the ABL Credit Agreement is included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2024.
The ABL Credit Facility may be used for revolving credit loans and letters of credit from time to time up to an initial maximum principal amount of$120,000, subject to the limitations described in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2024. The ABL Credit Facility includes a $20,000 uncommitted accordion feature that permits Pyxus Holdings, under certain conditions, to solicit the lenders under the ABL Credit Facility to provide additional revolving loan commitments to increase the aggregate amount of the revolving loan commitments under the ABL Credit Facility not to exceed a maximum principal amount of $140,000. At December 31, 2024, the Borrowers and the parent guarantors under the ABL Credit Agreement were in compliance with the covenants under the ABL Credit Agreement.
Intabex Term Loans
On February 6, 2023, Pyxus Holdings entered into the Intabex Term Loan Credit Agreement, dated as of February 6, 2023 (the "Intabex Term Loan Credit Agreement"), by and among, Pyxus Holdings, the guarantors party thereto, the lenders party thereto and Alter Domus (US) LLC ("Alter Domus"), as administrative agent and senior collateral agent. The Intabex Term Loan Credit Agreement established a term loan credit facility in an aggregate principal amount of approximately $189,033 (the "Intabex Credit Facility"), under which term loans in the full aggregate principal amount of the Intabex Credit Facility (the "Intabex Term Loans") were deemed made in exchange for certain outstanding term debt of Pyxus Holdings, accrued and unpaid PIK interest thereon, and related fees. The Intabex Term Loans bear interest, at Pyxus Holdings’ option, at either (i) a term SOFR rate (subject to a floor of 1.5%) plus 8.0% per annum or (ii) an alternate base rate plus 7.0% per annum. The Intabex Term Loans are stated to mature on December 31, 2027. A detailed description of the Intabex Term Loan Credit Agreement is included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2024. At December 31, 2024, Pyxus Holdings and the guarantors under the Intabex Term Loan Credit Agreement were in compliance with all covenants under the Intabex Term Loan Credit Agreement.
Pyxus Term Loans
On February 6, 2023, Pyxus Holdings entered into the Pyxus Term Loan Credit Agreement, dated as of February 6, 2023 (the "Pyxus Term Loan Credit Agreement"), by and among, Pyxus Holdings, the guarantors party thereto, the lenders party thereto and Alter Domus, as administrative agent and senior collateral agent, to establish a term loan credit facility in an aggregate principal amount of approximately $130,550 (the "Pyxus Credit Facility"), under which term loans in the full aggregate principal amount of the Pyxus Credit Facility (the "Pyxus Term Loans") were deemed made in exchange for certain outstanding term debt of Pyxus Holdings and applicable accrued and unpaid PIK interest thereon. The Pyxus Term Loans bear interest, at Pyxus Holdings’ option, at either (i) a term SOFR rate (subject to a floor of 1.5%) plus 8.0% per annum or (ii) an alternate base rate plus 7.0% per annum. The Pyxus Term Loans are stated to mature on December 31, 2027. A detailed description of the Pyxus Term Loan Credit Agreement is included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2024. At December 31, 2024, Pyxus Holdings and the guarantors under the Pyxus Term Loan Credit Agreement were in compliance with all covenants under the Pyxus Term Loan Credit Agreement.
8.50% Senior Secured Notes due 2027
Pursuant to an exchange offer made by Pyxus Holdings and accepted by holders of approximately 92.7% of the aggregate principal amount of the outstanding 10.0% Senior Secured First Lien Notes due 2024 issued by Pyxus Holdings (the "2024 Notes") pursuant to that certain Indenture, dated as of August 24, 2020 (the "2024 Notes Indenture"), by and among Pyxus Holdings, the guarantors party thereto and the trustee, collateral agent, registrar and paying agent thereunder, on February 6, 2023, Pyxus Holdings issued approximately $260,452 in aggregate principal amount of 8.5% Senior Secured Notes due December 31, 2027 (the "2027 Notes") to the exchanging holders of the 2024 Notes for an equal principal amount of 2024 Notes. The 2027 Notes were issued pursuant to the Indenture, dated as of February 6, 2023 (the "2027 Notes Indenture"), among Pyxus Holdings, the guarantors party thereto, and Wilmington Trust, National Association, as trustee, and Alter Domus, as collateral agent. The 2027 Notes bear interest at a rate of 8.5% per annum, which interest is computed on the basis of a 360- day year comprised of twelve 30-day months. The 2027 Notes are stated to mature on December 31, 2027. A detailed description of the 2027 Notes and the 2027 Notes Indenture is included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2024. At December 31, 2024, Pyxus Holdings and the guarantors of the 2027 Notes were in compliance with all covenants under the 2027 Notes Indenture.
Related Party Transactions
Based on a Schedule 13D/A filed with the SEC on March 25, 2024, by Monarch Alternative Capital LP (the "Monarch Investor"), MDRA GP LP and Monarch GP LLC, the Monarch Investor reported beneficial ownership of 6,125 shares of the Company’s common stock, representing approximately 24.9% of the outstanding shares of the Company’s common stock. An individual designated by the Monarch Investor serves as a director of Pyxus.
On March 21, 2024, Pyxus Holdings entered into an agreement (the "Debt Repurchase Agreement") with funds affiliated with the Monarch Investor to purchase$77,922 of aggregate principal amount of their holdings in the 2027 Notes for $60,000, a 23.0% discount to par value, plus accrued and unpaid interest and specified customary fees. The purchase of $77,922 aggregate principal amount of the 2027 Notes for a total of $62,339 (including fees and accrued and unpaid interest) was completed on March 28, 2024.
The Debt Repurchase Agreement also included the right of Pyxus Holdings, at its option, to purchase from such holders an additional$34,191 aggregate principal amount of the 2027 Notes for $26,327, a 23.0% discount to par value, plus accrued and unpaid interest, and $10,345 aggregate principal amount of the Pyxus Term Loans for $9,104, a 12.0% discount to par value, plus accrued and unpaid interest. On April 12, 2024, Pyxus Holdings exercised its rights to complete these repurchases by September 30, 2024.
On May 31, 2024, Pyxus Holdings completed the purchase of $10,345 of aggregate principal amount of the Pyxus Term Loans for a total of $9,435 (including accrued and unpaid interest).
On August 2, 2024, Pyxus Holdings completed the purchase of $34,191 of aggregate principal amount of the 2027 Notes for a total of $26,707 (including accrued and unpaid interest).
The Debt Repurchase Agreement and the transactions contemplated thereunder were approved and determined to be on terms and conditions at least as favorable to the Company and its subsidiaries as could reasonably have been obtained in a comparable arm's-length transaction with an unaffiliated party by a majority of the disinterested members of the Board of Directors of Pyxus.
Other Outstanding Debt
2024 Notes
The 2024 Notes bore interest at a rate of 10.0% per year, payable semi-annually in arrears in cash on February 15 and August 15 of each year. On August 26, 2024, upon maturity of the 2024 Notes, Pyxus Holdings paid $20,442, which included $51 for accrued and unpaid interest, to retire the 2024 Notes.
Foreign Seasonal Lines of Credit
Excluding long-term credit agreements, the Company typically finances its non-U.S. operations with uncommitted short-term seasonal lines of credit arrangements with a number of banks. These operating lines are generally seasonal in nature, typically extending for a term of 180 days to 365 days corresponding to the tobacco crop cycle in that location. These facilities are typically uncommitted in that the lenders have the unilateral right to cease making loans and demand repayment of loans at any time or at specified dates. These loans are generally renewed at the outset of each tobacco season. Certain of the foreign seasonal lines of credit are secured by trade receivables and inventories as collateral and are guaranteed by the Company and certain of its subsidiaries. As of December 31, 2024, the total borrowing capacity under individual foreign seasonal lines of credit range up to $170,000. As of December 31, 2024, the aggregate amount available for borrowing under the seasonal lines of credit was $285,154. At December 31, 2024, the Company was permitted to borrow under foreign seasonal lines of credit up to a total $871,536, subject to limitations under the ABL Credit Agreement and the agreements governing the Intabex Term Loans, the Pyxus Term Loans and the 2027 Notes. At December 31, 2024, the Company, and its subsidiaries, were in compliance with the covenants associated with its short-term seasonal lines of credit.
- Securitized Receivables
The Company sells trade receivables to unaffiliated financial institutions under various accounts receivable securitization facilities, two of which are subject to annual renewal.
Under the first facility, with Finacity Corporation (the "Finacity Facility"), the Company continuously sells a designated pool of trade receivables to a special purpose entity, which sells 100% of the receivables to an unaffiliated financial institution. Following the sale and transfer of the receivables to the special purpose entity, the receivables are isolated from the Company and its affiliates, and effective control of the receivables is passed to the unaffiliated financial institution, which has all rights, including the right to pledge or sell the receivables. This facility requires a minimum level of deferred purchase price be retained by the Company in connection with the sales of the receivables to the unaffiliated financial institution. The Company continues to service, administer, and collect the receivables on behalf of the special purpose entity and receives a servicing fee of 0.5% of serviced receivables per annum. As the Company estimates the expected fee it receives in return for its obligation to service these receivables is at fair value, no servicing assets or liabilities are recognized. Servicing fees are recorded as a reduction of selling, general, and administrative expenses within the condensed consolidated statements of operations. As of December 31, 2024, the investment limit of this facility was $120,000 of trade receivables.
Under the second facility, the Company offers trade receivables for sale to an unaffiliated financial institution, which are then subject to acceptance by the unaffiliated financial institution. Following the sale and transfer of the receivables to the unaffiliated financial institution, the receivables are isolated from the Company and its affiliates, and effective control of the receivables is passed to the unaffiliated financial institution, which has all rights, including the right to pledge or sell the receivables. Although the Company continues to service, administer, and collect the receivables on behalf of the unaffiliated financial institution, the Company does not receive a servicing fee, and as a result, has established a servicing liability based upon unobservable inputs, primarily discounted cash flow. As of December 31, 2024, the investment limit under the second facility was $130,000 of trade receivables.
As servicer for the Finacity Facility and the second facility, the Company may receive funds that are due to the unaffiliated financial institutions which are net settled on the next settlement date. As of December 31, 2024 and 2023, and March 31, 2024, trade receivables, net in the condensed consolidated balance sheets has been reduced by $8,927, $5,813, and $15,036 as a result of the net settlement, respectively. As of March 31, 2024, accrued expenses and other current liabilities in the consolidated balance sheets includes $10,279 of net payables for the Finacity Facility. Refer to "Note 15. Fair Value Measurements" for additional information.
Under the other facilities, the Company offers trade receivables for sale to unaffiliated financial institutions, which are then subject to acceptance by the unaffiliated financial institutions. Following the sale and transfer of the receivables to the unaffiliated financial institution, the receivables are isolated from the Company and its affiliates, and effective control of the receivables is passed to the unaffiliated financial institution, which has all rights, including the right to pledge or sell the receivables. As of December 31, 2024, the investment limits under these other facilities were variable based on qualifying sales.
The following summarizes the Company's accounts receivable outstanding in the securitization facilities, which represents trade receivables sold into the program that have not been collected from the customer, and related beneficial interests, which represents the Company's residual interest in receivables sold that have not been collected from the customer:
| December 31, 2024 | December 31, 2023 | March 31, 2024 | |
|---|---|---|---|
| Receivables outstanding in facility | $230,845 | $136,203 | $170,267 |
| Beneficial interests | 17,671 | 14,312 | 15,036 |
Cash proceeds from the sale of trade receivables is comprised of a combination of cash and a deferred purchase price receivable. Deferred purchase price receivable is realized after the collection of the underlying trade receivables sold by the purchasers. The following summarizes the Company's cash purchase price and deferred purchase price:
| Nine Months Ended | ||
|---|---|---|
| December 31, | ||
| 2024 | 2023 | |
| Cash proceeds: | ||
| Cash purchase price | $646,916 | $481,858 |
| Deferred purchase price | 142,824 | 127,298 |
- Guarantees
In certain markets, the Company guarantees bank loans for suppliers to finance their crops. The Company also guarantees bank loans of certain unconsolidated subsidiaries. The following summarizes amounts guaranteed and the fair value of those guarantees:
| December 31, 2024 | December 31, 2023 | March 31, 2024 | |
|---|---|---|---|
| Amounts guaranteed (not to exceed) | $75,397 | $63,967 | $97,411 |
| Amounts outstanding under guarantee (1) | 43,700 | 38,083 | 71,427 |
| Fair value of guarantees | 2,666 | 1,703 | 5,097 |
| Amounts due to local banks on behalf of suppliers for government subsidized rural credit financing | 44 | 42 | 34,571 |
| (1) Most of the guarantees outstanding at December 31, 2024 expire within one year. | |||
- Derivative Financial Instruments
The Company uses forward or option currency contracts to manage risks associated with foreign currency exchange rates on foreign operations. These contracts are for green tobacco purchases, processing costs, and selling, general, and administrative expenses. The Company recorded a net loss of $537 and $98 from its derivative financial instruments incost of goods and services sold for the three and nine months ended December 31, 2024, respectively. The Company recorded a net gain of $1,548 and $4,368 from its derivative financial instruments incost of goods and services sold for the three and nine months ended December 31, 2023, respectively.
As of December 31, 2024 and 2023, the Company recorded current derivative liabilities of $3,987 and $0 within accrued expenses and other current liabilities, respectively. Refer to "Note 15. Fair Value Measurements" for additional information.
The following summarizes the U.S. Dollar notional amount of derivative contracts outstanding:
| December 31, 2024 | December 31, 2023 | March 31, 2024 | |
|---|---|---|---|
| U.S. Dollar notional outstanding | $55,000 | $— | $— |
- Fair Value Measurements
The following summarizes the financial assets and liabilities measured at fair value on a recurring basis:
| December 31, 2024 | December 31, 2023 | March 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Level 2 | Level 3 | Totalat Fair Value | Level 2 | Level 3 | Totalat Fair Value | Level 2 | Level 3 | Totalat Fair Value | |
| Financial Assets: | |||||||||
| Securitized beneficial interests | $— | $17,671 | $17,671 | $— | $14,312 | $14,312 | $— | $15,036 | $15,036 |
| Total assets | $— | $17,671 | $17,671 | $— | $14,312 | $14,312 | $— | $15,036 | $15,036 |
| Financial Liabilities: | |||||||||
| Derivative financial instruments | $3,987 | $— | $3,987 | $— | $— | $— | $— | $— | $— |
| Long-term debt(1) | 421,091 | 49 | 421,140 | 492,114 | 200 | 492,314 | 462,987 | 160 | 463,147 |
| Guarantees | — | 2,666 | 2,666 | — | 1,703 | 1,703 | — | 5,097 | 5,097 |
| Total liabilities | $425,078 | $2,715 | $427,793 | $492,114 | $1,903 | $494,017 | $462,987 | $5,257 | $468,244 |
| (1) This fair value measurement disclosure does not affect the condensed consolidated balance sheets. | |||||||||
The following summarizes the reconciliation of changes in Level 3 instruments measured on a recurring basis:
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| December 31, 2024 | December 31, 2023 | |||||
| Securitized Beneficial Interests | Long-Term Debt | Guarantees | Securitized Beneficial Interests | Long-Term Debt | Guarantees | |
| Beginning balance | $11,093 | $91 | $284 | $24,393 | $507 | $1,458 |
| Issuances of sales of receivables/guarantees | 56,192 | — | 2,408 | 44,754 | — | 1,525 |
| Settlements | (45,409) | (42) | (26) | (52,151) | (307) | (31) |
| Losses recognized in earnings | (4,205) | — | — | (2,684) | — | (1,249) |
| Ending balance | $17,671 | $49 | $2,666 | $14,312 | $200 | $1,703 |
| Nine Months Ended | ||||||
|---|---|---|---|---|---|---|
| December 31, 2024 | December 31, 2023 | |||||
| Securitized Beneficial Interests | Long-Term Debt | Guarantees | Securitized Beneficial Interests | Long-Term Debt | Guarantees | |
| Beginning balance | $15,036 | $160 | $5,097 | $19,522 | $514 | $5,262 |
| Issuances of sales of receivables/guarantees | 174,631 | — | 3,738 | 129,031 | — | 3,779 |
| Settlements | (159,938) | (111) | (2,421) | (125,532) | (314) | (4,792) |
| Losses recognized in earnings | (12,058) | — | (3,748) | (8,709) | — | (2,546) |
| Ending balance | $17,671 | $49 | $2,666 | $14,312 | $200 | $1,703 |
For the nine months ended December 31, 2024 and 2023, the impact to earnings attributable to the change in unrealized losses on securitized beneficial interests was $1,272 and $1,551, respectively. Gains and losses included in earnings are reported in other expense, net.
- Pension and Other Postretirement Benefits
The Company terminated one of its defined benefit pension plans in the U.K. ("U.K. Pension Plan") during the three-month period ended December 31, 2023. The U.K. Pension Plan was over-funded. During the three-month period ended December 31, 2023, the Company utilized the surplus assets to pay termination fees and received a$1,106 cash distribution from the plan termination. The Company recorded a noncash pension settlement charge of$12,008 during the three and nine months ended December 31, 2023, which included the disposition of the U.K. Pension Plan assets and the reclassification of$3,511 unrecognized net pension losses, net of$1,170 tax benefit, within accumulated other comprehensive income into the Company's condensed consolidated statements of operations.
- 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 December 31, 2024, the assessment for intrastate trade tax credits taken is $2,132 and the total assessment including penalties and interest is $8,963. 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.
Other Matters
In addition to the above-mentioned matters, the Company or certain of its subsidiaries are involved in other litigation or legal matters incidental to their business activities, including tax matters. While the outcome of these matters cannot be predicted with certainty, they are being vigorously defended and the Company does not currently expect that any of them will have a material adverse effect on its business or financial position. However, should one or more of these matters be resolved in a manner adverse to its current expectation, the effect on the Company’s results of operations for a particular fiscal reporting period could be material.
- Equity-Based Compensation
Pursuant to the Pyxus International, Inc. Amended and Restated 2020 Incentive Plan (the "Incentive Plan"), the Company granted time-vesting restricted stock units, with the vesting of these restricted stock units being subject to continued employment through specified dates and the condition that the Company’s common stock be listed for trading on a national securities exchange or an approved foreign securities exchange by March 31, 2028 (the "Listing Condition"). On May 10, 2024 (the "Modification Date"), the time-vesting restricted stock units granted under the Incentive Plan that were outstanding immediately prior to that date were amended to extend the period by which the Listing Condition must be satisfied for the vesting of such restricted stock units from March 31, 2028 to March 31, 2031 and to provide that the Listing Condition shall be deemed to be satisfied on March 31, 2031 regardless of whether the Company’s common stock has been listed by that date on a national securities exchange or foreign securities exchange and would vest earlier upon the occurrence of a "Change in Control" (as defined in the Incentive Plan) as a result of a merger, consolidation, share exchange or sale of all or substantially all of the assets of the Company. On the Modification Date, the amended Listing Condition was rendered nonsubstantive, and recipients of all such outstanding time-vesting restricted stock units had satisfied the continued service requirement, meaning the then-outstanding restricted stock units were fully earned for vesting. During the three and nine months ended December 31, 2024, the Company recognized total equity-based compensation expense of $267 and $3,899, respectively, which is recorded in selling, general, and administrative expenses within the condensed consolidated statements of operations. The modified time-vesting restricted stock units accounted for $3,263 of the total equity-based compensation recognized year-to-date to reflect the cumulative catch-up required on the Modification Date.
The following summarizes the Company's equity awards granted:
| Three Months Ended · Nine Months Ended | ||||
|---|---|---|---|---|
| December 31, | December 31, | |||
| (in thousands, except grant date fair value) | 2024 | 2023 | 2024 | 2023 |
| Restricted stock units | ||||
| Number granted | 55 | — | 862 | — |
| Weighted average grant date fair value | $2.51 | $— | $3.41 | $— |
| Performance-based stock units | ||||
| Number granted (at target performance level) | — | — | 605 | — |
| Weighted average grant date fair value | $— | $— | $4.36 | $— |
Restricted stock units granted under the Incentive Plan are earned ratably from the date of the award to March 31, 2027 for certain employees and from the date of the award to the Company's next annual shareholders meeting for certain members of the Board of Directors, and will vest, subject to continued employment or service, upon the earlier of March 31, 2031 or the occurrence of a liquidity event as defined under the terms of the restricted stock unit award agreement. Unrecognized compensation costs for restricted stock units is $2,307 as of December 31, 2024, and is expected to be recognized over a weighted average period of 2.19 years, representing the weighted average remaining service period related to the awards, subject to adjustments for actual forfeitures.
Under the terms of the performance-based stock units, the amount of shares to be issued (ranging from 0% to 200% of the number of shares to be issued at the target performance level) will be contingent upon the per share price achieved in a liquidity event (as defined under the terms of the performance-based stock unit award agreement), subject to continued employment through the date of a liquidity event. The contingent liquidity event is not probable as of December 31, 2024, and accordingly, no equity-based compensation expense has been recognized for the performance-based stock units granted during the period.
- Related Party Transactions
The Company engages in transactions with its equity method investees primarily for the procuring and processing of inventory. The following summarizes activities with the Company's equity method investees:
| Three Months Ended · Nine Months Ended | ||||
|---|---|---|---|---|
| December 31, | December 31, | |||
| 2024 | 2023 | 2024 | 2023 | |
| Sales | $474 | $567 | $15,015 | $21,784 |
| Purchases | 88,908 | 60,034 | 187,202 | 161,933 |
| Dividends received | 11,475 | — | 11,475 | 13,660 |
The Company included the following related party balances in its condensed consolidated balance sheets:
| December 31, 2024 | December 31, 2023 | March 31, 2024 | Location in Condensed Consolidated Balance Sheet | |
|---|---|---|---|---|
| Accounts receivable, related parties | $54 | $50 | $50 | Other receivables |
| Accounts payable, related parties | 72,182 | 31,921 | 35,396 | Accounts payable |
| Advances from related parties | — | 4,062 | 12,533 | Advances from customers |
Transactions with Significant Shareholders
Based on a Schedule 13D/A filed with the SEC on June 13, 2024 by Glendon Capital Management, L.P. (the "Glendon Investor"), Holly Kim Olsen, Glendon Opportunities Fund, L.P. and Glendon Opportunities Fund II, L.P., the Glendon Investor reported beneficial ownership of 8,315 shares of the Company’s common stock, representing approximately 33.8% of the outstanding shares of the Company’s common stock. A representative of the Glendon Investor serves as a director of Pyxus. Based on a Schedule 13G/A filed with the SEC on September 3, 2024 by Owl Creek Asset Management, L.P. and Jeffrey A. Altman, Owl Creek Asset Management, L.P. is the investment manager of certain funds and reported beneficial ownership of 3,865 shares of the Company’s common stock on August 31, 2024, representing approximately 15.7% of the outstanding shares of the Company’s common stock. Funds managed by the Glendon Investor, funds managed by the Monarch Investor, and funds managed by Owl Creek Asset Management, L.P., (such funds are collectively referred to as the "Investor-Affiliated Funds")
were holders, in part, of the Intabex Term Loans, the Pyxus Term Loans and the 2027 Notes, which are described in "Note 11. Debt Arrangements," during the nine months ended December 31, 2024.
On August 21, 2024, the Company entered into a privately negotiated transaction with CI Investments, Inc. ("CI Investments"), which at that time was a beneficial owner of greater than five percent of the Company's common stock outstanding, to repurchase 392 (which amount is presented in thousands) shares of its common stock for approximately $1,000, inclusive of broker commission fees, which transaction was completed on August 22, 2024. This transaction was 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. Following the completion of this transaction and other contemporaneous dispositions of the Company’s common stock by CI Investments, CI Investments ceased to be a beneficial owner of more than five percent of the Company's common stock outstanding.
Accrued expenses and other current liabilities as presented in the condensed consolidated balance sheets as of December 31, 2024 and 2023, and March 31, 2024, includes $3,362, $4,091, and $4,239, respectively, of interest payable to Investor-Affiliated Funds and CI Investments (applicable only for the periods in which CI Investments was a beneficial owner of more than five percent of the Company's common stock outstanding). Interest expense as presented in the condensed consolidated statements of operations includes $5,762 and $18,968 for the three and nine months ended December 31, 2024, respectively, and $10,314 and $30,683 for the three and nine months ended December 31, 2023, respectively, that relates to the Investor-Affiliated Funds and CI Investments (applicable only for the periods in which CI Investments was a beneficial owner of more than five percent of the Company's common stock outstanding).
The holders of senior debt that are parties to the Debt Repurchase Agreement entered into on March 21, 2024 are funds affiliated with the Monarch Investor and of which the Monarch Investor is the investment advisor. The Debt Repurchase Agreement and the transactions contemplated thereby, including the exercise by Pyxus Holdings of its right to purchase the Pyxus Term Loans and additional 2027 Notes thereunder on April 12, 2024, 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. Under the terms of the Debt Repurchase Agreement, the Company has paid the following amounts to funds affiliated with the Monarch Investor:
On March 28, 2024, the Company paid a total of $62,339, which included $1,849 of accrued and unpaid interest and $490 in other fees, to retire $77,922 of aggregate principal amount of the 2027 Notes.
On May 31, 2024, the Company paid a total of $9,435, which included $332 of accrued and unpaid interest, to retire $10,345 of aggregate principal amount of the Pyxus Term Loans.
On August 2, 2024, the Company paid a total of $26,707, which included $379 of accrued and unpaid interest, to retire $34,191 of aggregate principal amount of the 2027 Notes.
Upon completion of the transactions under the Debt Repurchase Agreement, the Monarch Investor is no longer a holder of the 2027 Notes and the Pyxus Term Loans. The Monarch Investor remains a related party as a holder of the Intabex Term Loan and a beneficial owner of more than five percent of the outstanding shares of common stock of the Company.
- Segment Information
The following summarizes segment information, with the All Other category being included for purposes of reconciliation of the respective balances of the Leaf segment (the Company's sole reportable segment) to the condensed consolidated financial statements:
| Three Months Ended · Nine Months Ended | ||||
|---|---|---|---|---|
| December 31, | December 31, | |||
| 2024 | 2023 | 2024 | 2023 | |
| Sales and other operating revenues: | ||||
| Leaf | $775,335 | $529,072 | $1,970,469 | $1,628,632 |
| All Other | 2,972 | 744 | 9,076 | 2,529 |
| Consolidated sales and other operating revenues | $778,307 | $529,816 | $1,979,545 | $1,631,161 |
| Segment operating income (loss): | ||||
| Leaf | $67,428 | $49,183 | $146,193 | $137,421 |
| All Other | (1,258) | (1,339) | (6,161) | (5,575) |
| Segment operating income | 66,170 | 47,844 | 140,032 | 131,846 |
| Restructuring and asset impairment charges | 89 | 85 | 416 | 1,379 |
| Consolidated operating income | $66,081 | $47,759 | $139,616 | $130,467 |
| December 31, 2024 | December 31, 2023 | March 31, 2024 | |
|---|---|---|---|
| Segment assets: | |||
| Leaf | $1,683,709 | $1,553,460 | $1,616,486 |
| All Other | 36,475 | 47,920 | 41,427 |
| Total assets | $1,720,184 | $1,601,380 | $1,657,913 |
- Subsequent Events
Securitized Receivables
Two of the Company's accounts receivable securitization facilities described in "Note 12. Securitized Receivables" were amended as follows:
Effective January 1, 2025, the investment limit of the Finacity Facility was temporarily increased from $120,000 to $160,000 of trade receivables through April 30, 2025.
Effective February 10, 2025, the investment limit of the second facility was increased from $130,000 to $160,000 of trade receivables.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.