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PYXUS INTERNATIONAL, INC.

For the period ended Jun 30, 2025. Filed Aug 6, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 6, 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 1Basis of Presentation and Summary of Significant Accounting Policies9
Note 2New Accounting Standards9
Note 3Revenue Recognition10
Note 4Income Taxes10
Note 5(Loss) Earnings Per Share11
Note 6Restricted Cash11
Note 7Inventories, Net11
Note 8Equity Method Investments12
Note 9Variable Interest Entities12
Note 10Intangible Assets, Net13
Note 11Debt Arrangements14
Note 12Securitized Receivables16
Note 13Guarantees17
Note 14Derivative Financial Instruments18
Note 15Fair Value Measurements18
Note 16Contingencies and Other Information19
Note 17Equity-Based Compensation19
Note 18Related Party Transactions20
Note 19Segment Information21
  1. Basis of Presentation and Summary of Significant Accounting Policies

The accompanying unaudited condensed consolidated interim 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 interim 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 all of 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 a fair presentation of the results of operations, financial position, and cash flows have been included.

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, 2025 filed on June 10, 2025. The year-end condensed consolidated balance sheet data was derived from the audited consolidated financial statements but does not include all disclosures required by U.S. GAAP. 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.

  1. New Accounting Standards

Recently Adopted Accounting Pronouncements

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 Company adopted the annual period disclosure requirements for its fiscal year ended March 31, 2025. The interim period disclosure requirements were adopted on April 1, 2025, and are included in "Note 19. Segment Information". The adoption of this new accounting standard resulted in additional disclosures for segment reporting, and did not have an impact on the Company's financial condition, results of operations, or cash flows.

Accounting Pronouncements Not Yet Adopted

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. 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.

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.

  1. 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 such processing, ownership remains with the customers. All Other revenue is primarily composed of revenue from the sale of 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
June 30,
20252024
Leaf:
Product revenue$458,238$589,217
Processing and other revenues50,17741,746
Leaf sales and other operating revenues508,415630,963
All Other:
All Other sales and other operating revenues4003,892
Total sales and other operating revenues$508,815$634,855

The following summarizes activity in the allowance for expected credit losses:

Three Months Ended
June 30,
20252024
Balance, beginning of period$(24,035)$(23,940)
Additions—(401)
Write-offs and other adjustments(264)306
Balance, end of period(24,299)(24,035)
Trade receivables230,906233,088
Trade receivables, net$206,607$209,053
  1. Income Taxes

The Company’s quarterly provision for income taxes for the three months ended June 30, 2025 was calculated by applying the estimated annual effective tax rate to year-to-date pre-tax income or loss and adjusting for discrete items that occurred during the period. The Company’s quarterly provision for income taxes for the three months ended June 30, 2024 was calculated using the discrete method, as allowed under FASB Accounting Standards Codification 740-270, Income Taxes - Interim Reporting. The discrete method used in the prior year calculates income tax expense as if the three-month interim period was an annual period.

The effective tax rate for the three months ended June 30, 2025 and 2024 was (59.6)% and 71.9%, respectively. For the three months ended June 30, 2025, the difference between the Company’s effective rate and the U.S. statutory rate of 21.0% is primarily due to tax expense related to foreign currency gains, liabilities for unrecognized tax benefits, and nondeductible interest expense.

On July 4, 2025, the U.S. government enacted the One Big Beautiful Bill Act of 2025 ("OBBBA"). This legislation includes several changes to U.S. federal income tax law, including the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act and changes to the international tax framework. Certain provisions of the OBBBA are effective for the Company's fiscal year ending March 31, 2026, and the Company is currently evaluating the impact it will have on our condensed consolidated financial statements.

5.(Loss) Earnings Per Share

The following summarizes the computation of (loss) earnings per share:

Three Months Ended
June 30,
20252024
Net (loss) income attributable to Pyxus International, Inc.$(15,825)$4,642
Basic weighted average shares outstanding25,67025,461
Plus: Dilutive equity awards(1)——
Diluted weighted average shares outstanding25,67025,461
(Loss) earnings per share:
Basic$(0.62)$0.18
Diluted$(0.62)$0.18
(1) For the three months ended June 30, 2025 and 2024, 264 shares and 17 shares, respectively, related to outstanding restricted stock units have been excluded from the computation of diluted earnings per share because their effect would be antidilutive.
  1. Restricted Cash

The following summarizes the composition of restricted cash:

June 30, 2025June 30, 2024March 31, 2025
Compensating balance for short-term borrowings$542$542$542
Escrow3,5883,2093,534
Grants3571,1583,116
Other4582,15298
Total$4,945$7,061$7,290
  1. Inventories, Net

The following summarizes the composition of inventories, net:

June 30, 2025June 30, 2024March 31, 2025
Processed tobacco$575,922$605,535$490,410
Unprocessed tobacco513,882375,102241,832
Other tobacco related26,08928,08325,643
All Other5,8955,8074,066
Total$1,121,788$1,014,527$761,951
  1. Equity Method Investments

The following summarizes the Company's equity method investments as of June 30, 2025:

Investee NameLocationPrimary PurposeOwnership PercentageBasis Difference(1)
Adams International Ltd.ThailandPurchase and process tobacco49%$(4,526)
Alliance One Industries India Private Ltd.IndiaPurchase and process tobacco49%(5,770)
China Brasil Tabacos Exportadora S.A.BrazilPurchase and process tobacco49%43,000
Oryantal Tütün Paketleme Sanayi ve Ticaret A.Ş.TurkeyProcess tobacco50%(416)
Purilum, LLCU.S.Produce flavor formulations and consumable e-liquids50%4,589
Siam Tobacco Export Corporation Ltd.ThailandPurchase and process tobacco49%(6,098)
(1) Basis differences for the Company's equity method investments are due to fair value adjustments recorded during fiscal 2021.

The following summarizes financial information for these equity method investments:

Three Months Ended
June 30,
20252024
Statement of operations:
Sales$46,504$56,771
Gross profit7,0527,187
Net (loss) income(2,666)5,239
June 30, 2025June 30, 2024March 31, 2025
Balance sheet:
Current assets$510,324$533,214$419,192
Property, plant, and equipment and other assets51,93257,45349,243
Current liabilities425,697438,293328,818
Long-term obligations and other liabilities4,1503,4684,560
  1. 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:

June 30, 2025June 30, 2024March 31, 2025
Investments in variable interest entities$89,200$96,903$90,239
Receivables with variable interest entities1,4693,980—
Guaranteed amounts to variable interest entities (not to exceed)15,96816,39215,995
  1. Intangible Assets, Net

The gross carrying amount and accumulated amortization of intangible assets consist of the following:

June 30, 2025
Weighted Average Remaining Useful LifeGross Carrying AmountAccumulated AmortizationIntangible Assets, Net
Intangibles subject to amortization:
Customer relationships7.2 years$26,101$(10,513)$15,588
Technology3.1 years11,618(7,218)4,400
Trade names9.2 years11,300(3,901)7,399
Total$49,019$(21,632)$27,387
June 30, 2024
Weighted Average Remaining Useful LifeGross Carrying AmountAccumulated AmortizationIntangible Assets, Net
Intangibles subject to amortization:
Customer relationships8.2 years$26,101$(8,338)$17,763
Technology4.2 years12,948(6,189)6,759
Trade names10.2 years11,300(3,094)8,206
Total$50,349$(17,621)$32,728
March 31, 2025
Weighted Average Remaining Useful LifeGross Carrying AmountAccumulated AmortizationIntangible Assets, Net
Intangibles subject to amortization:
Customer relationships7.4 years$26,101$(9,969)$16,132
Technology3.4 years11,618(6,844)4,774
Trade names9.4 years11,300(3,699)7,601
Total$49,019$(20,512)$28,507

The following summarizes amortization expense for definite-lived intangible assets:

Three Months Ended
June 30,
20252024
Amortization expense$1,120$1,151
  1. Debt Arrangements

The following summarizes debt and notes payable:

(in thousands) · Interest Rate · June 30, 2025 · June 30, 2024 · March 31, 2025
Senior secured credit facilities:
ABL Credit Facility7.8%(1)$—$44,000$—
Senior secured notes:
10.0% Notes Due 202410.0%(1)—20,328—
8.5% Notes Due 2027(2)8.5%(1)146,046178,423145,820
Senior secured term loans:
Intabex Term Loans(3)13.0%(1)187,288186,770187,144
Pyxus Term Loans(4)13.0%(1)121,757122,268121,886
Other Debt:
Other long-term debt8.8%(1)—11712
Notes payable(5)9.0%(1)880,925679,399395,030
Total debt$1,336,016$1,231,305$849,892
Short-term(5)$880,925$679,399$395,030
Long-term:
Current portion of long-term debt$—$20,445$12
Long-term debt455,091531,461454,850
Total$455,091$551,906$454,862
Letters of credit$8,939$7,669$7,790
(1) Weighted average stated rate for the trailing twelve months ended June 30, 2025 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 $146,046 is net of a debt discount of $2,293. Total repayment at maturity is $148,339.
(3) Balance of $187,288 is net of a debt discount of $1,745. Total repayment at maturity is $189,033, which includes a $2,000 exit fee payable upon repayment.
(4) Balance of $121,757 is net of a debt premium of $1,552. 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 12, 2025 to, among other things increase the aggregate amount of the revolving loan commitments under the ABL Credit Facility to $150,000, and to extend the maturity to May 12, 2030 or, if earlier,90 days prior to the earliest stated maturity date of the outstanding senior secured notes and the senior secured term loans (each currently scheduled to mature on December 31, 2027). A detailed description of the ABL Credit Agreement is included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2025.

At June 30, 2025, 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, 2025. At June 30, 2025, 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, 2025. At June 30, 2025, 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, 2025. At June 30, 2025, 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. Refer to "Note 18. Related Party Transactions" for additional information.

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 committed and 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. For uncommitted facilities, the lenders have the 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 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 June 30, 2025, the total borrowing capacity under individual foreign seasonal lines of credit range up to $144,010. As of June 30, 2025, the aggregate amount available for borrowing under the seasonal lines of credit was $171,220. At June 30, 2025, the Company was permitted to borrow under foreign seasonal lines of credit up to a total $1,025,240, 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 June 30, 2025, the Company, and its subsidiaries, were in compliance with the covenants associated with its short-term seasonal lines of credit.

  1. 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 June 30, 2025, 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 June 30, 2025, the investment limit under the second facility was $160,000 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 June 30, 2025 and 2024, and March 31, 2025, trade receivables, net in the condensed consolidated balance sheets has been reduced by $1,056, $8,219, and $2,190 as a result of the net settlement, respectively. 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 June 30, 2025, 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:

June 30, 2025June 30, 2024March 31, 2025
Receivables outstanding in facility$167,433$260,973$355,246
Beneficial interests16,10325,64029,354

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:

Three Months Ended
June 30,
20252024
Cash proceeds:
Cash purchase price$115,034$243,109
Deferred purchase price41,00731,741
  1. 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:

June 30, 2025June 30, 2024March 31, 2025
Amounts guaranteed (not to exceed)$83,519$79,192$110,660
Amounts outstanding under guarantee(1)47,94841,58180,045
Fair value of guarantees3,2872,6116,459
Amounts due to local banks on behalf of suppliers for government subsidized rural credit financing7,47852613,787
(1) Most of the guarantees outstanding at June 30, 2025 expire within one year.
  1. Derivative Financial Instruments

The Company uses forward or option currency contracts to manage risks associated with foreign currency exchange rates on foreign operations. These contracts are for green tobacco purchases, processing costs, and selling, general, and administrative expenses. The Company recorded a net gain of $1,868 and $851 from its derivative financial instruments incost of goods and services sold for the three months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025 and 2024, and March 31, 2025, the Company recorded current derivative assets of $1,322, $0, and $982 included within other current assets, and current derivative liabilities of $0, $1,834, and $57, included 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:

June 30, 2025June 30, 2024March 31, 2025
U.S. Dollar notional outstanding$14,250$23,300$49,500
  1. Fair Value Measurements

The following summarizes the financial assets and liabilities measured at fair value on a recurring basis:

June 30, 2025June 30, 2024March 31, 2025
Level 2Level 3Totalat Fair ValueLevel 2Level 3Totalat Fair ValueLevel 2Level 3Totalat Fair Value
Financial Assets:
Derivative financial instruments$1,322$—$1,322$—$—$—$982$—$982
Securitized beneficial interests—16,10316,103—25,64025,640—29,35429,354
Total assets$1,322$16,103$17,425$—$25,640$25,640$982$29,354$30,336
Financial Liabilities:
Derivative financial instruments$—$—$—$1,834$—$1,834$57$—$57
Long-term debt(1)439,316—439,316455,789160455,949433,88512433,897
Guarantees—3,2873,287—2,6112,611—6,4596,459
Total liabilities$439,316$3,287$442,603$457,623$2,771$460,394$433,942$6,471$440,413
(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
June 30, 2025June 30, 2024
Securitized Beneficial InterestsLong-Term DebtGuaranteesSecuritized Beneficial InterestsLong-Term DebtGuarantees
Balance, beginning of period$29,354$12$6,459$15,036$160$5,097
Issuances30,431—30061,029—938
Settlements(42,023)(12)(1,242)(45,233)—(715)
Losses recognized in earnings(1,659)—(2,230)(5,192)—(2,709)
Balance, end of period$16,103$—$3,287$25,640$160$2,611

For the three months ended June 30, 2025 and 2024, the impact to earnings attributable to the change in unrealized losses on securitized beneficial interests was $633 and $1,250, respectively. Gains and losses included in earnings are reported in other expense, net.

  1. 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, 2025, the assessment for intrastate trade tax credits taken is $2,419 and the total assessment including penalties and interest is $10,408. 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.

  1. Equity-Based Compensation

Pursuant to the Pyxus International, Inc. Amended and Restated 2020 Incentive Plan (the "Incentive Plan"), a total of 3,612 shares (which amounts are presented in thousands) have been authorized for grants of equity-based awards to certain employees and non-employee directors. During the three months ended June 30, 2025 and 2024, the Company recognized total equity-based compensation expense of $237 and $3,031, respectively, which is recorded in selling, general, and administrative expenses within the condensed consolidated statements of operations. The amount recorded during the three months ended June 30, 2024 included the impact of a cumulative catch-up adjustment due to the modification on May 10, 2024 of awards then outstanding under the Incentive Plan.

Restricted Stock Units

Restricted stock units granted under the Incentive Plan are earned ratably for certain employees, subject to their continued employment, from the date of the award to March 31, 2027, and for certain non-employee directors, subject to continued board service, from the date of the award to August 14, 2025. Restricted stock units vest upon the earlier of March 31, 2031 or the occurrence of a change-in-control event or a liquidity event as such terms are defined under the restricted stock unit award agreement. The following summarizes activity for restricted stock units:

(in thousands except grant date fair value)Restricted Stock UnitsWeighted Average Grant Date Fair Value Per Share
Nonvested, March 31, 20251,724$3.46
Canceled or forfeited(23)3.50
Nonvested, June 30, 20251,701$3.46

Unrecognized compensation cost for restricted stock units is $1,532 as of June 30, 2025, and is expected to be recognized over a weighted average period of 1.75 years, representing the weighted average remaining service period related to the awards, subject to adjustments for actual forfeitures.

Performance-Based Stock Units

Under the terms of the performance-based stock units, the amount of shares to be issued to certain employees (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 June 30, 2025, and accordingly, no equity-based compensation expense has been recognized for performance-based stock units. The following summarizes activity for performance-based stock units (at the target performance level):

(in thousands except grant date fair value)Performance-Based Stock UnitsWeighted Average Grant Date Fair Value Per Share
Nonvested, March 31, 2025553$4.36
Canceled or forfeited(26)4.36
Nonvested, June 30, 2025527$4.36
  1. 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
June 30,
20252024
Sales$9,055$10,575
Purchases27,30934,886

The Company included the following related party balances in its condensed consolidated balance sheets:

June 30, 2025June 30, 2024March 31, 2025Location in Condensed Consolidated Balance Sheet
Accounts receivable, related parties$1,519$4,080$50Other receivables
Accounts payable, related parties18,28612,04119,731Accounts payable
Advances from related parties5,9091,247—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 thethree months ended June 30, 2025.

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 June 30, 2025 and 2024, and March 31, 2025, includes $1,499, $1,894, and $1,600, 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 $5,466 and $7,261 for the three months ended June 30, 2025 and 2024, 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.

  1. 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
June 30,
20252024
Sales and other operating revenues:
Leaf$508,415$630,963
All Other4003,892
Consolidated sales and other operating revenues$508,815$634,855
Cost of goods and services sold:
Leaf$443,386$546,188
All Other(197)4,815
Consolidated cost of goods and services sold$443,189$551,003
Selling, general, and administrative expenses:
Leaf$38,735$38,792
All Other1,6341,870
Consolidated selling, general, and administrative expenses$40,369$40,662
Other segment items:(1)
Leaf$4,205$3,502
All Other(29)(872)
Consolidated other segment items$4,176$2,630
Leaf segment operating income$22,089$42,482
All Other operating loss(1,008)(1,922)
Restructuring and asset impairment charges81103
Consolidated operating income$21,000$40,457
Gain on debt retirement—1,323
Interest expense, net29,76733,272
(Loss) income before income taxes and other items$(8,767)$8,508
(1) Represents the other expense, net caption within the condensed consolidated statements of operations.
Three months ended
June 30,
20252024
LeafAll OtherTotalLeafAll OtherTotal
Depreciation and amortization$4,800$369$5,169$4,723$404$5,127
Capital expenditures2,0086562,6644,0932554,348
June 30, 2025June 30, 2024March 31, 2025
LeafAll OtherTotalLeafAll OtherTotalLeafAll OtherTotal
Assets$1,904,739$35,786$1,940,525$1,752,886$39,825$1,792,711$1,466,400$37,443$1,503,843
Trade and other receivables, net222,909381223,290225,532563226,095204,054175204,229
Equity in net assets of investee companies89,1986,46195,65996,9126,906103,81890,2386,69096,928
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.