UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
 
 
 
FORM 10-Q
 
 
 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2018 .

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO _______.
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Pyxus International, Inc.
(Exact name of registrant as specified in its charter)
Virginia
001-13684
54-1746567
________________
_____________________________
____________________
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)

8001 Aerial Center Parkway
Morrisville, NC 27560-8417
(Address of principal executive offices)

(919) 379-4300
(Registrant’s telephone number, including area code)

Alliance One International, Inc.
(Former name, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company' in Rule 12b-2 of the Exchange Act. (Check one):           
                                                                
Large Accelerated Filer   []    Accelerated Filer   [X]    Non-Accelerated filer   []  
Smaller Reporting Company   []    Emerging Growth Company   [] 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transaction period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. []
                         
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 Yes [ ] No [X]

As of October 31, 2018 , the registrant had 9,069,034 shares outstanding of Common Stock (no par value) excluding 785,313 shares owned by a wholly owned subsidiary.


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Pyxus International, Inc. and Subsidiaries
 
 
Table of Contents
 
 
 
Page No.
Part I.
 
 
 
 
Item 1.
Financial Statements (Unaudited)
 
 
 
 
 
 
Three and Six Months Ended September 30, 2018 and 2017
 
 
 
 
 
Three and Six Months Ended September 30, 2018 and 2017
 
 
 
 
 
 
September 30, 2018 and 2017 and March 31, 2018
 
 
 
 
 
Three and Six Months Ended September 30, 2018 and 2017
 
 
 
 
 
 
Six Months Ended September 30, 2018 and 2017
 
 
 
 
 
 
 
Item 2.
 
 
 
of Financial Condition and Results of Operations
 
 
 
 
 
Item 3.
 
 
 
 
 
Item 4.
 
 
Part II.
 
 
 
 
 
Item 1.
 
 
 
 
 
Item 1A.
 
 
 
 
 
Item 2.
 
 
 
 
 
Item 3.
 
 
 
 
 
Item 4.
 
 
 
 
 
Item 5.
 
 
 
 
 
Item 6.
 
 
 

- 2 -


Part I. Financial Information

Item 1. Financial Statements

Pyxus International, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three and Six Months Ended September 30, 2018 and 2017
(Unaudited)
 
 
Three Months Ended September 30,
Six Months Ended September 30,
(in thousands, except per share data)
2018
2017
2018
2017
Sales and other operating revenues
$
394,876

$
447,339

$
685,864

$
724,332

Cost of goods and services sold
345,672

378,008

595,266

626,366

Gross profit
49,204

69,331

90,598

97,966

Selling, general, and administrative expenses
38,995

34,463

77,079

67,965

Other income, net
2,561

4,587

5,482

8,889

Restructuring and asset impairment charges
182


1,723


     Operating income
12,588

39,455

17,278

38,890

Debt retirement expense (benefit)
(388
)

(473
)
(2,975
)
Interest expense (includes debt amortization of $2,366 and $2,668 for the three months and $4,695 and $4,892 for the six months in 2018 and 2017, respectively)
35,324

33,099

68,235

67,540

Interest income
738

727

1,625

1,694

(Loss) income before income taxes and other items
(21,610
)
7,083

(48,859
)
(23,981
)
Income tax expense
34,816

6,403

9,546

7,049

Equity in net income (loss) of investee companies
1,584

276

2,151

(649
)
Net (loss) income
(54,842
)
956

(56,254
)
(31,679
)
Net loss attributable to noncontrolling interests
(208
)
(68
)
(862
)
(159
)
Net (loss) income attributable to Pyxus International, Inc.
$
(54,634
)
$
1,024

$
(55,392
)
$
(31,520
)
 
 
 
 
 
(Loss) earnings per share:
 
 
 
 
Basic
$
(6.04
)
$
0.11

$
(6.13
)
$
(3.51
)
Diluted
$
(6.04
)
$
0.11

$
(6.13
)
$
(3.51
)
 
 
 
 
 
Weighted average number of shares outstanding:
 
 
 
 
Basic
9,051

8,982

9,038

8,973

Diluted
9,051

9,010

9,038

8,973

 
 
 
 
 
See "Notes to Condensed Consolidated Financial Statements"

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Pyxus International, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
Three and Six Months Ended September 30, 2018 and 2017
(Unaudited)
 
 
 
 
 
 
Three Months Ended September 30,
Six Months Ended September 30,
(in thousands)
2018
2017
2018
2017
Net (loss) income
$
(54,842
)
$
956

$
(56,254
)
$
(31,679
)
 
 
 
 
 
Other comprehensive income (loss), net of tax:
 
 
 
 
Currency translation adjustment
(6
)
2,349

(5,318
)
6,091

Defined benefit pension amounts reclassified to income
202

459

568

918

Change in pension liability for settlements
771


771


Change in the fair value of derivatives designated as cash flow hedges
6



(562
)
Amounts reclassified to income for derivatives
774

71

(716
)
71

Total other comprehensive income (loss), net of tax
1,747

2,879

(4,695
)
6,518

Total comprehensive (loss) income
(53,095
)
3,835

(60,949
)
(25,161
)
Comprehensive income (loss) attributable to noncontrolling interests
43

(68
)
(786
)
(159
)
Comprehensive (loss) income attributable to Pyxus International, Inc.
$
(53,138
)
$
3,903

$
(60,163
)
$
(25,002
)
 
 
See "Notes to Condensed Consolidated Financial Statements"
 

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Pyxus International, Inc. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS  
(Unaudited)
(in thousands)
September 30, 2018
September 30, 2017
March 31,
2018
ASSETS
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
116,970

$
188,936

$
264,660

Restricted cash
2,297

2,272

2,984

Trade receivables, net
210,934

215,113

285,554

Other receivables
18,313

15,654

18,845

Accounts receivable, related parties
3,587

5,325

8,188

Inventories
954,692

928,931

698,087

Advances to tobacco suppliers
65,241

65,639

30,482

Recoverable income taxes
10,628

6,102

5,994

Prepaid expenses
21,021

24,439

17,181

Other current assets
17,715

16,240

17,628

Total current assets
1,421,398

1,468,651

1,349,603

Restricted cash
389

389

389

Investments in unconsolidated affiliates
62,838

52,606

68,151

Goodwill
34,698

16,463

27,546

Other intangible assets
73,330

43,388

70,724

Deferred income taxes, net
114,696

42,113

130,520

Long-term recoverable income taxes
898


1,795

Other deferred charges
3,094

4,364

3,388

Other noncurrent assets
52,392

54,723

60,234

Property, plant, and equipment, net
259,318

252,506

254,281

Total assets
$
2,023,051

$
1,935,203

$
1,966,631

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities
 
 
 
Notes payable to banks
$
613,859

$
549,045

$
427,277

Accounts payable
48,095

56,352

76,506

Accounts payable, related parties
22,611

21,117

14,835

Advances from customers
11,045

15,079

24,128

Accrued expenses and other current liabilities
84,682

83,513

88,380

Income taxes payable
4,012


6,767

Current portion of long-term debt
165

142

164

Total current liabilities
784,469

725,248

638,057

Long-term taxes payable
9,155


10,027

Long-term debt
905,096

917,491

920,143

Deferred income taxes
15,692

21,549

28,937

Liability for unrecognized tax benefits
9,606

10,603

11,191

Pension, postretirement, and other long-term liabilities
70,878

78,220

75,448

Total liabilities
1,794,896

1,753,111

1,683,803

Commitments and contingencies






Stockholders’ equity
September 30, 2018
September 30, 2017
March 31,
2018
 
 
 
Common Stock—no par value:
 
 
 
 
 
 
Authorized shares
250,000

250,000

250,000

 
 
 
Issued shares
9,849

9,781

9,808

474,221

472,892

473,476

Retained deficit
(211,741
)
(240,304
)
(156,348
)
Accumulated other comprehensive loss
(50,032
)
(53,529
)
(45,262
)
Total stockholders’ equity of Pyxus International, Inc.
212,448

179,059

271,866

Noncontrolling interests
15,707

3,033

10,962

Total stockholders’ equity
228,155

182,092

282,828

Total liabilities and stockholders’ equity
$
2,023,051

$
1,935,203

$
1,966,631

See "Notes to Condensed Consolidated Financial Statements"

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Pyxus International, Inc. and Subsidiaries
CONDENSED STATEMENTS OF CONSOLIDATED STOCKHOLDERS' EQUITY
Three and Six Months Ended September 30, 2018 and 2017
(Unaudited)
 
 
 
 
 
 
Attributable to Pyxus International, Inc.
 
 
 
 
 
Accumulated Other Comprehensive Loss
 
 
(in thousands)
Common
Stock
Retained
Deficit
Currency Translation Adjustment
Pensions,
Net of Tax
Loss on Derivatives, Net of Tax
Noncontrolling
Interests
Total Stockholders' Equity
Balance, March 31, 2017
$
472,349

$
(208,784
)
$
(22,293
)
$
(36,654
)
$
(1,100
)
$
3,192

$
206,710

Net loss

(32,543
)



(90
)
(32,633
)
Stock-based compensation
291






291

Other comprehensive income (loss), net of tax


3,742

459

(562
)

3,639

Balance, June 30, 2017
472,640

(241,327
)
(18,551
)
(36,195
)
(1,662
)
3,102

178,007

Net income (loss)

1,024




(68
)
956

Restricted stock surrender
(2
)





(2
)
Stock-based compensation
253






253

Other comprehensive income, net of tax


2,349

459

71


2,879

Balance, September 30, 2017*
$
472,892

$
(240,304
)
$
(16,202
)
$
(35,736
)
$
(1,591
)
$
3,033

$
182,092

 
 
 
 
 
 
 
 
Balance, March 31, 2018
$
473,476

$
(156,348
)
$
(12,682
)
$
(32,580
)
$

$
10,962

$
282,828

Net loss

(759
)



(654
)
(1,413
)
Stock-based compensation
295






295

Purchase of investment in subsidiary





5,531

5,531

Other comprehensive (loss) income, net of tax


(5,136
)
366

(1,496
)
(175
)
(6,441
)
Balance, June 30, 2018
473,771

(157,107
)
(17,818
)
(32,214
)
(1,496
)
15,664

280,800

Net loss

(54,634
)



(208
)
(54,842
)
Restricted stock surrender
(8
)





(8
)
Stock-based compensation
458






458

Other comprehensive (loss) income, net of tax


(257
)
973

780

251

1,747

Balance, September 30, 2018
$
474,221

$
(211,741
)
$
(18,075
)
$
(31,241
)
$
(716
)
$
15,707

$
228,155

 
 
 
 
 
 
 
 
*Amounts may not equal column totals due to rounding
 
 
 
 
 
 
 
 
See "Notes to Condensed Consolidated Financial Statements"

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Pyxus International, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  
Six Months Ended September 30, 2018 and 2017
(Unaudited)
 
(in thousands)
September 30, 2018
September 30, 2017
OPERATING ACTIVITIES:
 
 
   Net loss
$
(56,254
)
$
(31,679
)
   Adjustments to reconcile net loss to net cash used by operating activities:
 
 
      Depreciation and amortization
18,393

16,671

      Debt amortization/interest
5,832

6,235

      Debt retirement benefit
(473
)
(2,975
)
     (Gain) loss on foreign currency transactions
(5,129
)
4,678

      Restructuring and asset impairment charges
1,723


      Gain on sale of property, plant, and equipment
(1,627
)

      Equity in net loss of unconsolidated affiliates, net of dividends
699

2,745

      Stock-based compensation
753

598

      Changes in operating assets and liabilities, net
(386,320
)
(407,403
)
      Other, net
3,086

919

   Net cash used by operating activities
(419,317
)
(410,211
)
 
 
 
INVESTING ACTIVITIES:
 
 
Purchases of property, plant, and equipment
(21,508
)
(13,318
)
Proceeds from sale of property, plant, and equipment
873

1,660

Collections on beneficial interests on securitized trade receivables
114,212

118,118

Dividend received in excess of cumulative earnings
2,846


Payments to acquire controlling interests, net of cash acquired
(8,692
)

Payments to acquire equity method investment

(3,000
)
Other, net
(546
)
153

Net cash provided by investing activities
87,185

103,613

 
 
FINANCING ACTIVITIES:
 
 
   Net proceeds from short-term borrowings
203,100

62,287

   Repayment of long-term borrowings
(17,195
)
(34,961
)
   Debt issuance cost
(4,945
)
(4,910
)
   Other, net
(45
)
(72
)
   Net cash provided by financing activities
180,915

22,344

 
 
 
Effect of exchange rate changes on cash
2,840

432

 
 
Decrease in cash, cash equivalents, and restricted cash
(148,377
)
(283,822
)
Cash and cash equivalents at beginning of period
264,660

473,110

Restricted cash at beginning of period
3,373

2,309

Cash, cash equivalents, and restricted cash at end of period
$
119,656

$
191,597

 
 
 
Other information:
 
 
      Cash paid for income taxes
$
15,906

$
10,040

      Cash paid for interest
62,790

63,000

      Cash received from interest
(1,200
)
(1,690
)
      Non-cash amounts obtained as a beneficial interest in exchange for transferring
trade receivables in a securitization transaction
90,896

110,763

 
 
 
See "Notes to Condensed Consolidated Financial Statements"

- 7 -


Pyxus International, Inc. and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands)

1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company changed its name from Alliance One International, Inc. to Pyxus International, Inc. on September 12, 2018. Due to the seasonal nature of the Company’s business, the results of operations for any fiscal quarter are not necessarily indicative of the operating results that may be attained for other quarters or a full fiscal year. In the opinion of management, all 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. All intercompany accounts and transactions have been eliminated.
These 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. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2018 .
 
Taxes Collected from Customers

Certain subsidiaries are subject to value-added taxes on local sales. These amounts have been included in sales and other operating revenues and cost of goods and services sold and were $5,958 and $7,244 for the three months ended September 30, 2018 and 2017 , respectively, and $9,834 and $11,098 for the six months ended September 30, 2018 and 2017 , respectively.

Cash and Cash Equivalents

As of September 30, 2018 , the Company held $340 in the Zimbabwe Real Time Gross Settlement (“RTGS”) system. RTGS is a local currency equivalent that is exchanged 1 :1 with the U.S. Dollar ("USD"). In order to convert RTGS units to USD, the Company must obtain foreign currency resources from the Reserve Bank of Zimbabwe subject to the monetary and exchange control policy in Zimbabwe.

Restricted Cash

As of September 30, 2018 and 2017 , and March 31, 2018 , $1,256 , $2,010 and $1,261 of cash was held on deposit as a compensating balance for short-term borrowings, respectively. As of September 30, 2018 and 2017 , and March 31, 2018 , $850 , zero , and $1,487 of cash was restricted for capital investment, respectively.

Property, Plant, and Equipment

Total property and equipment purchases for the six months ended September 30, 2018 and 2017 , respectively, included $1,637 and $245 that were unpaid and included in accounts payable. Additionally, sales from property and equipment for the six months ended September 30, 2018 and 2017 included $1,430 and $82 that were uncollected and included in receivables, respectively.

Recently Adopted Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2014-09, Revenue Recognition (Topic 606), Revenue from Contracts with Customers. ASU 2014-09 outlines a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts. The Company adopted this guidance on April 1, 2018 for all contracts using the modified retrospective approach. There was no impact on the condensed consolidated financial statements. The adoption of this guidance resulted in additional disclosures. See "Note 2. Revenue Recognition" for more information.

- 8 -


1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

Recently Adopted Accounting Pronouncements (continued)

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 clarifies the classification of certain cash receipts and cash payments to reduce the diversity in practice on how these activities are presented on the statement of cash flows. The Company adopted this guidance on April 1, 2018 using the retrospective approach. The adoption of this guidance resulted in the following changes as of September 30, 2017 to the condensed consolidated statement cash flows: cash collections from beneficial interests of $118,118 was reclassified from operating activities to investing activities and $110,763 obtained as a beneficial interest for transferring trade receivables in a securitization transaction has been added as a non-cash disclosure.
In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash . ASU 2016-18 clarifies the presentation of restricted cash on the statement of cash flows to reduce diversity in practice on how restricted cash is presented on the statement of cash flows. The Company adopted this guidance on April 1, 2018 using the retrospective approach. The adoption of this guidance resulted in the following changes: a reclassification of $2,661 and $3,373 from other current and other long-term assets in total to separately stated line items for restricted cash in the condensed consolidated balance sheets as of September 30, 2017 and March 31, 2018, respectively; the change in restricted cash of $352 presented in investing activities in the consolidated statements of cash flows is eliminated as of September 30, 2017 ; and the inclusion of $2,661 of restricted cash in the calculation of cash, cash equivalents, and restricted cash at the end of the period in the condensed consolidated statements of cash flows as of September 30, 2017 .
In March 2017, the FASB issued ASU No. 2017-07, Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. ASU 2017-07 was issued to increase the consistency, transparency, and usefulness of financial information of retirement benefits by disaggregating the service cost component from the other components of net benefit cost. The Company adopted this guidance on April 1, 2018 using the retrospective approach. The adoption of this guidance resulted in a reclassification of $343 and $684 from selling, general, and administrative expenses to interest expense in the condensed consolidated statement of operations for the three months and six months ended September 30, 2017, respectively. See "Note 13. Pension and Other Postretirement Benefits" for more information.
In August 2017, the FASB issued ASU No. 2017-12, Derivative and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities . ASU 2017-12 was issued to better align risk and management activities to financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The Company early adopted this guidance on April 1, 2018 using the modified retrospective approach. The adoption of this guidance did not have a material impact on the condensed consolidated financial statements and related disclosures.
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement . ASU 2018-13 eliminates, adds, and modifies certain disclosure requirements for fair value measurements. The Company adopted this guidance prospectively on September 30, 2018. The adoption of this guidance resulted in the addition of the weighted average of the significant observable inputs used to develop Level 3 fair value measurements in its disclosures. See "Note 17. Fair Value Measurements" for more information.

Recent Accounting Pronouncements Not Yet Adopted

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which has been amended through various updates . ASU 2016-02 requires lessees to recognize right-of-use assets and liabilities arising from leases on the balance sheet. In addition, leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This guidance also requires disclosures about the amount, timing, and uncertainty of cash flows arising from leases. This guidance will be adopted using a modified retrospective approach and is effective for the Company on April 1, 2019. The Company has formed a project team to evaluate and implement this guidance. The Company has elected to adopt an accounting policy for all asset classes to include both the lease and non-lease components as a single component and account for it as a lease. The Company has elected to utilize the transition practical expedients, as prescribed in ASC 842-10-65-1(f). The adoption of this guidance is expected to materially increase assets and liabilities on the consolidated balance sheets. The Company does not expect the adoption of this guidance to have a material impact on its existing debt covenants.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 provides financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. This guidance will be adopted using a modified retrospective approach and is effective for the Company on April 1, 2020. The Company is evaluating the effect that adoption of this guidance will have on its consolidated financial statements and related disclosures.

- 9 -


1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements Not Yet Adopted (continued)

In February 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income . ASU 2018-02 allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. The guidance is effective for the Company on April 1, 2019. Early adoption is permitted. This guidance should be applied either in the period of adoption or retrospectively to each period in which the effect of the change in U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Company is evaluating the effect that adoption of this guidance will have on its consolidated financial statements and related disclosures.
In August 2018, the FASB issued ASU No. 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans . This guidance removes disclosures, clarifies specific disclosure requirements, and adds disclosure requirements. This guidance will be adopted using a retrospective approach and is effective for the Company on March 31, 2020. The Company is evaluating the effect that adoption of this guidance will have on its consolidated financial statements and related disclosures.

2. REVENUE RECOGNITION

The Company derives revenue from contracts with customers, primarily from the sale of processed tobacco and fees charged for processing and related services to the manufacturers of tobacco products. The Company does not disclose information related to its unsatisfied performance obligations with an expected duration of one year or less. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. The Company’s performance obligations are satisfied when the transfer of control of the distinct product or service to the customer occurs. For products, control is transferred and revenue is recognized at a point in time, in accordance with the shipping terms of the contract. For services, control is transferred and revenue is recognized over time using the input method based on a kilogram of packed tobacco. The Company applied a practical expedient to account for shipping and handling costs as costs to fulfill its performance obligations, irrespective of when control transfers. A kilogram of processed tobacco (or tobacco processing services resulting in a kilogram of processed tobacco) is the only material and distinct performance obligation for each of the Company’s revenue streams; therefore, consideration is attributed to the performance of this obligation. Revenue is measured as the amount of consideration to which the Company expects to be entitled to receive in exchange for transferring goods or providing services. Contract costs primarily include labor, material, shipping and handling, and overhead expenses. Certain subsidiaries are subject to value-added taxes on local sales. These amounts have been included in sales and other operating revenues and cost of goods and services sold.
The following disaggregates sales and other operating revenues by major source:
 
Three Months Ended September 30, 2018
Six Months Ended September 30, 2018
North America:
 
 
Product revenue
$
45,988

$
92,445

Processing and other revenues
7,875

11,470

Total sales and other operating revenues
53,863

103,915

 
 
 
Other Regions:
 
 
Product revenue
323,490

550,396

Processing and other revenues
17,523

31,553

Total sales and other operating revenues
341,013

581,949

 
 
 
Total sales and other operating revenues
$
394,876

$
685,864


Product revenue is primarily processed tobacco sold to the customer. Processing and other revenues are mainly contracts to process green tobacco owned and provided by the customer. During processing, ownership remains with the customer and the Company is engaged to perform processing services.


- 10 -


2. REVENUE RECOGNITION (continued)

Assets Recognized from the Costs to Obtain a Contract with a Customer

The Company records product and supply contract intangible assets for the incremental costs of obtaining a contract with a customer if the Company expects the benefit of those costs to be longer than one year, and if such costs are material. The Company applied a practical expedient to expense costs as incurred for costs to obtain a contract when the amortization period would have been one year or less. Total capitalized costs to obtain a contract were immaterial during the periods presented. Capitalized costs to obtain a contract as of September 30, 2018 were $5,674 and classified as other intangible assets. See "Note 5. Goodwill and Intangibles” for more information.

Significant Judgments

The Company has identified two main forms of variable consideration in its contracts with customers: warehousing fees for storing customer-controlled tobacco until the customer requests shipment and claims resulting from tobacco that do not meet customer specifications. Warehousing fees are built into the price of tobacco based on the customers' best estimate of the date they will request shipment or separately charged using a per-day storage rate. When the Company enters into a contract with a customer, the price communicated is the amount of consideration the Company expects to receive. Price adjustments for tobacco not meeting customer specifications for shrinkage, improper blend or chemical makeup, etc. are handled through a claims allowance that is assessed quarterly. The following summarizes activity in the claims allowance:
 
Three Months Ended September 30, 2018
Six Months Ended September 30, 2018
Balance, beginning of period
$
1,100

$
1,100

Additions
769

1,732

  Payments
(509
)
(1,472
)
Balance, end of period
$
1,360

$
1,360

Contract Balances

The Company generally records a receivable when revenue is recognized. Timing of revenue recognition may differ from the timing of payment from customers. Payment terms and conditions vary by contract, although terms generally include a requirement of payment within 30 to 60 days . The Company applied a practical expedient not to adjust the transaction price for the effects of financing components as the Company expects that the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. As a result, where the timing of revenue recognition differs from the timing of payment, the Company determined its contracts do not include a significant financing component.
The allowance for doubtful accounts reflects the Company’s best estimate of probable losses inherent in the trade receivables, net balance. The Company determines the allowance based on historical experience, and other currently available information. The following summarizes activity in the allowance for doubtful accounts:
 
Three Months Ended September 30, 2018
Six Months Ended September 30, 2018
Balance, beginning of period
$
(7,257
)
$
(7,055
)
Additions
(69
)
(362
)
  Writes-offs
2

93

Balance, end of period
(7,324
)
(7,324
)
Trade receivables
218,258

218,258

Trade receivables, net
$
210,934

$
210,934








- 11 -


3. INCOME TAXES

Accounting for Uncertainty in Income Taxes

As of September 30, 2018 , the Company’s unrecognized tax benefits totaled $7,991 , $7,754 of which would impact the Company’s effective tax rate, if recognized. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. As of September 30, 2018 , accrued interest and penalties totaled $962 and $890 , respectively. The Company expects to continue accruing interest expense related to the unrecognized tax benefits described above. The Company may be subject to fluctuations in the unrecognized tax benefit due to currency exchange rate movements.
During the six months ended September 30, 2018 , the Company reached an income tax settlement with the Kenyan Revenue Authority for $1,166 . An uncertain tax position had previously been recorded of $2,692 , which resulted in a favorable adjustment to tax expense of $1,526 . The Company entered into negotiations with the Zimbabwe Revenue Authority during its amnesty program to settle asserted issues. The Company has thus far paid $2,988 and has accrued another $964 in anticipation of the settlement. These amounts have not previously been accrued as an uncertain tax position.
The Company does not currently foresee any changes in the amount of its unrecognized tax benefits in the next twelve months but acknowledges circumstances can change due to unexpected developments in the law. In certain jurisdictions, tax authorities have challenged positions that the Company has taken that resulted in recognizing benefits that are material to its financial statements. The Company believes it is more likely than not that it will prevail in these situations and accordingly has not recorded liabilities for these positions. The Company expects the challenged positions to be settled at a time greater than twelve months from its balance sheet date.
The Company and its subsidiaries file a U.S. federal consolidated income tax return as well as returns in several U.S. states and a number of foreign jurisdictions. As of September 30, 2018 , the Company’s earliest open tax year for U.S. federal income tax purposes is its fiscal year ended March 31, 2015; however, the Company's net operating loss carryovers from prior periods remain subject to adjustment. Open tax years in state and foreign jurisdictions generally range from three to six years.

Enactment of Tax Cuts and Jobs Act (“Tax Act”)

In December 2017, the SEC staff issued Staff Accounting Bulletin 118 (“SAB 118”), which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC Topic 740-Income Taxes (“ASC 740”).
During the year-ended March 31, 2018, the Company recorded certain provisional impacts of the Tax Act. As noted in prior filings of the Company, the provisional tax effects may differ during the measurement period, possibly materially, due to further refinement of the calculations, changes in interpretations and assumptions made, and additional guidance that may be issued by the Department of the U.S. Treasury, the Internal Revenue Service, and other regulatory and standard setting bodies.
The Company will complete its analysis within its fiscal year 2019 consistent with the guidance provided in SAB 118, and any adjustments during this measurement period will be included in net earnings from continuing operations as an adjustment to income tax expense in the reporting period when such adjustments are determined. No such adjustments were included in income tax expense for the three months and six months ended September 30, 2018.

Provision for the Three Months and Six Months Ended September 30, 2018

The effective tax rate for the three months ended September 30, 2018 and 2017 was (161.1)% and 90.4% , respectively. The effective tax rate for the six months ended September 30, 2018 and 2017 was (19.5)% and (29.4)% , respectively. The primary difference in the effective tax rates year over year is the impact of U.S. tax reform, which resulted in a change in the taxability of operations, principally due to the impact of the new section 163(j) interest addback. The impact was accentuated by the net foreign exchange effects. Similarly, the significant difference in the effective tax rate for the three months and six months ended September 30, 2018 from the U.S. federal statutory rate is primarily due to the impact of U.S. tax reform and changes resulting from net foreign exchange effects.
The Company's quarterly provision for income taxes has historically been calculated using the annual effective tax rate method (“AETR method”), which applies an estimated annual effective tax rate to pre-tax income or loss. However, the Company recorded its interim income tax provision using the discrete method as of September 30, 2018, as allowed under ASC 740-270, Accounting for Income Taxes - Interim Reporting . The Company utilized the discrete method, rather than the AETR method, due to significant variations in income tax expense, primarily driven by U.S. tax reform, relative to projected annual pre-tax income (loss) that would have resulted in a disproportionate and unreliable effective tax rate under the AETR method. Using the discrete method, the Company determined current and deferred income tax expense as if the interim period were an annual period.





- 12 -


4. GUARANTEES

In certain markets, the Company guarantees bank loans to suppliers to finance their crops. Under long-term arrangements, the Company may also guarantee financing to suppliers for the construction of curing barns or other tobacco production assets. Guaranteed loans are generally repaid concurrent with the delivery of tobacco to the Company. The Company is obligated to repay any guaranteed loan should the supplier default. If default occurs, the Company has recourse against the supplier. The Company also guarantees bank loans of certain unconsolidated subsidiaries in Asia and South America. The following summarizes amounts guaranteed and the fair value of those guarantees:
 
September 30, 2018
September 30, 2017
March 31, 2018
Amounts guaranteed (not to exceed)
$
168,709

$
125,060

$
150,900

Amounts outstanding under guarantee
61,904

98,748

126,835

Fair value of guarantees
1,861

2,770

5,864


Of the guarantees outstanding at September 30, 2018 , most expire within one year. The fair value of guarantees is recorded in accrued expenses and other current liabilities in the condensed consolidated balance sheets and is included in crop costs, except for the joint venture in Brazil, which is included in accounts receivable, related parties.
In Brazil, certain suppliers obtain government subsidized rural credit financing from local banks that is guaranteed by the Company. The Company withholds amounts owed to suppliers related to the rural credit financing of the supplier upon delivery of tobacco to the Company. The Company remits payments to the local banks on behalf of the guaranteed suppliers. Rural credit financing repayment is due to local banks based on contractual due dates. As of September 30, 2018 and 2017 , and March 31, 2018 , respectively, the Company had balances of zero , zero , and $14,807 due to local banks on behalf of suppliers included in accounts payable in the condensed consolidated balance sheets.

5. GOODWILL AND INTANGIBLES

The following summarizes goodwill and other intangible assets as of September 30, 2018 and March 31, 2018 :       
 
September 30, 2018
 
Weighted Average Remaining Useful Life
Beginning Gross Carrying Amount
Additions
Accumulated Amortization
Impact of Foreign Currency Translation
Ending Intangible Assets, Net
Intangibles subject to amortization:
 
 
 
 
 
 
Customer relationships
10.00 years
$
58,530

$
5,450

$
(27,016
)
$

$
36,964

Production and supply contracts
3.31 years
14,893


(9,219
)

5,674

Internally developed software
2.79 years
18,812

199

(18,103
)

908

Licenses
19.36 years
30,339


(970
)
(54
)
29,315

Trade names
7.50 years

500

(31
)

469

Intangibles not subject to amortization:
 


 
 
 
 
Goodwill*
 
27,546

7,174


(22
)
34,698

Total
 
$
150,120

$
13,323

$
(55,339
)
$
(76
)
$
108,028

*Goodwill of $2,795 relates to the North America segment and $31,903 relates to the Other Regions segment.















- 13 -


5. GOODWILL AND INTANGIBLES (continued)

 
March 31, 2018
 
Weighted Average Remaining Useful Life
Beginning Gross Carrying Amount
Additions
Accumulated Amortization
Ending Intangible Assets, Net
Intangibles subject to amortization:
 
 
 
 
 
Customer relationships
10.85 years
$
58,530

$

$
(25,005
)
$
33,525

Production and supply contracts
3.82 years
14,893


(8,774
)
6,119

Internally developed software
2.82 years
18,581

231

(17,828
)
984

Licenses
19.84 years

30,339

(243
)
30,096

Intangibles not subject to amortization:
 
 
 
 
 
Goodwill*
 
16,463

11,083


27,546

Total
 
$
108,467

$
41,653

$
(51,850
)
$
98,270

*Goodwill of $2,795 relates to the North America segment and $24,751 relates to the Other Regions segment.

The following summarizes the estimated future intangible asset amortization expense:
For Fiscal
Years Ended
Customer
Relationships
Production
and Supply
Contracts
Internally
Developed
Software*
Licenses
Trade Names
Total
October 1, 2018 through March 31, 2019
$
2,011

$
1,293

$
236

$
757

$
31

$
4,328

2020
4,022

1,741

333

1,514

63

7,673

2021
4,022

1,397

172

1,514

63

7,168

2022
4,022

1,243

99

1,514

63

6,941

2023
4,022


68

1,514

63

5,667

Later
18,865



22,502

186

41,553

 
$
36,964

$
5,674

$
908

$
29,315

$
469

$
73,330

*Estimated amortization expense for the internally developed software is based on costs accumulated as of September 30, 2018 . These estimates will change as new costs are incurred and until the software is placed into service in all locations.

6. VARIABLE INTEREST ENTITIES

The Company holds variable interests in multiple variable interest entities that primarily procure or process inventory on behalf of the Company and the other parties. These variable interests relate to equity investments, advances, and guarantees made by the Company. The Company is not the primary beneficiary of the majority of its variable interests in variable interest entities, as it does not have the power to direct the activities that most significantly impact the economic performance of the entities due to the entities’ management and board of directors’ structure. As a result, the majority of these variable interest entities are not consolidated. The Company holds a majority voting interest and is the primary beneficiary of its variable interest in Humble Juice Co., LLC ("Humble"). As a result, Humble is a consolidated entity and its intercompany accounts and transactions have been eliminated.
As of September 30, 2018 and 2017 , and March 31, 2018 , the Company’s investment in variable interest entities was $57,251 , $51,825 , and $64,208 , respectively, and is classified as investments in unconsolidated affiliates in the condensed consolidated balance sheets. The Company’s advances to these variable interest entities as of September 30, 2018 and 2017 , and March 31, 2018 were $994 , $5,325 , and $ 5,895 , respectively, and classified as accounts receivable, related parties in the condensed consolidated balance sheets. The Company guaranteed an amount to two variable interest entities not to exceed $73,696 , $75,625 , and $65,487 as of September 30, 2018 and 2017 , and March 31, 2018 , respectively. The investments, advances, and guarantees in these variable interest entities represent the Company’s maximum exposure to loss.

7. SEGMENT INFORMATION

The Company purchases, processes, sells, and stores leaf tobacco and other specialty products. Tobacco is purchased in more than 35 countries and shipped to approximately 90 countries. The sales, logistics, and billing functions of the Company are primarily concentrated in service centers outside of the producing areas to facilitate access to its major customers. Within certain quality and grade constraints, tobacco is fungible and customers may choose to fulfill their needs from any of the areas where the Company

- 14 -


7. SEGMENT INFORMATION (continued)

purchases tobacco. Sales, logistics, billing, and administrative overhead, including depreciation, which originates primarily from the Company’s corporate and sales offices, are allocated to the segments based on operating income. Intercompany transactions
are allocated to the operating segment that either purchases or processes the tobacco. Investments in new business lines as part of the Company's transformation process are in development and reported in the Other Regions segment.
The following summarizes segment information:       
 
Three Months Ended September 30,
Six Months Ended September 30,
 
2018
2017
2018
2017
Sales and other operating revenues:
 
 
 
 
    North America
$
53,863

$
59,331

$
103,915

$
124,618

    Other Regions
341,013

388,008

581,949

599,714

    Total sales and other operating revenues
$
394,876

$
447,339

$
685,864

$
724,332

 
 
 
 
 
Operating income:
 
 
 
 
    North America
$
3,353

$
7,772

$
3,795

$
6,123

    Other Regions
9,235

31,683

13,483

32,767

Total operating income
12,588

39,455

17,278

38,890

    Debt retirement expense (benefit)
(388
)

(473
)
(2,975
)
    Interest expense
35,324

33,099

68,235

67,540

    Interest income
738

727

1,625

1,694

(Loss) income before income taxes and other items
$
(21,610
)
$
7,083

$
(48,859
)
$
(23,981
)

 
September 30, 2018
September 30, 2017
March 31, 2018
Segment assets:
 
 
 
North America
$
321,828

$
382,940

$
379,354

Other Regions
1,701,223

1,552,263

1,587,277

Total assets
$
2,023,051

$
1,935,203

$
1,966,631


8. (LOSS) EARNINGS PER SHARE

The weighted average number of common shares outstanding is reported as the weighted average of the total shares of common stock outstanding, net of shares of common stock held by a wholly owned subsidiary. Shares of common stock owned by the subsidiary were 785 as of September 30, 2018 and 2017 . This subsidiary waives its right to receive dividends and it does not have the right to vote.
Certain potentially dilutive options were not included in the computation of earnings per diluted share because their exercise prices were greater than the average market price of the shares of common stock during the period and their effect would be antidilutive. These shares totaled 427 at a weighted average exercise price of $60.00 per share as of September 30, 2018 and 2017 . Diluted net loss per share as of September 30, 2018 and 2017 was the same as basic net loss per share as the effects of potentially dilutive items were antidilutive given the Company’s net loss.













- 15 -



8. (LOSS) EARNINGS PER SHARE (continued)
 
The following summarizes the computation of earnings per share for the three months and six months ended September 30, 2018 and 2017 :
 
Three Months Ended September 30,
 
Six Months Ended September 30,
 
(in thousands, except per share data)
2018
 
2017
 
2018
 
2017
 
Basic (loss) income per share:
 
 
 
 
 
 
 
 
Net (loss) income attributable to Pyxus International, Inc.
$
(54,634
)
 
$
1,024

 
$
(55,392
)
 
$
(31,520
)
 
Weighted average number of shares outstanding
9,051

 
8,982

 
9,038

 
8,973

 
Basic (loss) income per share
$
(6.04
)
 
$
0.11

 
$
(6.13
)
 
$
(3.51
)
 
 
 
 
 
 
 
 
 
 
Diluted (loss) income per share:
 
 
 
 
 
 
 
 
   Net (loss) income attributable to Pyxus International, Inc.
$
(54,634
)
 
$
1,024

 
$
(55,392
)
 
$
(31,520
)
 
Weighted average number of shares outstanding
9,051

 
8,982

 
9,038

 
8,973

 
Plus: Restricted shares issued and shares applicable to stock options and restricted stock units, net of shares assumed to be purchased from proceeds at average market price

*
28



*

*
Adjusted weighted average number of shares outstanding
9,051

 
9,010

 
9,038

 
8,973

 
Diluted (loss) income per share
$
(6.04
)
 
$
0.11

 
$
(6.13
)
 
$
(3.51
)
 
*All outstanding restricted shares and shares applicable to stock options and restricted stock units are excluded because their inclusion would have an antidilutive effect on the loss per share.

9. STOCK-BASED COMPENSATION

The Company recorded stock-based compensation expense related to stock-based awards granted under its various employee and non-employee stock incentive plans of $458 and $253 for the three months ended September 30, 2018 and 2017 , respectively, of which zero and zero , respectively, were for stock-based awards payable in cash and $753 and $598 for the six months ended September 30, 2018 and 2017 , respectively, of which zero and $54 , respectively, were for stock-based awards payable in cash.
The Company’s shareholders approved the 2016 Incentive Plan (the "2016 Plan") at its annual meeting on August 12, 2016, which is the successor to the 2007 Incentive Plan (the “2007 Plan”) as amended on August 11, 2011 and August 6, 2009. The 2016 Plan is an omnibus plan that provides the flexibility to grant a variety of equity awards including stock options, stock appreciation rights, stock awards, stock units, performance awards, and incentive awards to officers, directors, and employees of the Company.
The following summarizes the Company's stock-based compensation awards:
 
Three Months Ended September 30,
Six Months Ended September 30,
  (in thousands, except grant date fair value)
2018
2017
2018
2017
  Restricted stock
 
 
 
 
           Number granted
6

7

13

14

           Grant date fair value
$
23.00

$
10.90

$
19.63

$
12.65

  Restricted stock units
 
 
 
 
           Number granted


61

57

           Grant date fair value
$

$

$
16.00

$
11.75

  Performance-based stock units
 
 
 
 
           Number granted


30

29

           Grant date fair value
$

$

$
16.00

$
11.75


Restricted stock consists of shares issued to non-employee directors of the Company that are not subject to a minimum vesting period. Restricted stock units differ from restricted stock in that shares are not issued until the restrictions lapse. Restricted stock units granted during the six months ended September 30, 2018 vest ratably over a three -year period. Under the terms of the performance-based stock units, shares issued will be contingent upon the achievement of specified business performance goals.

- 16 -


10. CONTINGENCIES AND OTHER INFORMATION

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. The assessment for intrastate trade tax credits taken is $3,290 and the total assessment including penalties and interest at September 30, 2018 is $11,285 . The Company believes it has properly complied with Brazilian law and will contest any assessment through the judicial process. Should the Company lose in the judicial process, the loss of the intrastate trade tax credits would have a material impact on the financial statements of the Company.  
The Company also has local intrastate trade tax credits in the Brazilian State of Santa Catarina and the State of Rio Grande do Sul. These jurisdictions permit the sale or transfer of excess credits to third parties. However, approval must be obtained from the tax authorities. The Company has an agreement with the state governments regarding the amounts and timing of credits that can be sold. The tax credits have a carrying value of $6,867 as of September 30, 2018 , which is net of impairment charges based on management’s expectations about future realization. The intrastate trade tax credits will continue to be monitored for impairment in future periods based on market conditions and the Company’s ability to use or sell the tax credits.
In 1969, the Brazilian government created a tax credit program that allowed companies to earn IPI tax credits (“IPI credits”) based on the value of their exports. The government began to phase out this program in 1979, which resulted in numerous lawsuits between taxpayers and the Brazilian government. The Company has a long legal history with respect to credits it earned while the IPI credit program was in effect. In 2001, the Company won a claim related to certain IPI credits it earned between 1983 and 1990. The Brazilian government appealed this decision and numerous rulings and appeals were rendered on behalf of both the government and the Company from 2001 through 2013. Because of this favorable ruling, the Company began to use these earned IPI credits to offset federal taxes in 2004 and 2005, until it received a Judicial Order to suspend the IPI offsetting in 2005. The value of the federal taxes offset in 2004 and 2005 was $24,142 and the Company established a reserve on these credits at the time of offsetting as they were not yet realizable due to the legal uncertainty that existed. Specifically, the Company extinguished other federal tax liabilities using IPI credits and recorded a liability in pension, postretirement and other long-term liabilities to reflect that the credits were not realizable at that time due to the prevalent legal uncertainty. On March 7, 2013, the Brazilian Supreme Court rendered a final decision in favor of the Company that recognized the validity of the IPI credits and secured the Company's right to benefit from the IPI credits earned from March 1983 to October 1990. This final decision expressly stated the Company has the right to the IPI credits. The Company estimated the total amount of the IPI credits to be approximately $94,316 at March 31, 2013. Since the March 2013 ruling definitively (without the government's ability to appeal) granted the Company the ownership of the IPI credits generated between 1983 and 1990, the Company believed the amount of IPI credits that were used to offset other federal taxes in 2004 and 2005 were realizable beyond a reasonable doubt. Accordingly, and at March 31, 2013, the Company recorded the $24,142 IPI credits it realized in the statements of consolidated operations in other income, net. No further benefit has been recognized pending the outcome of the judicial procedure to ascertain the final amount as those amounts have not yet been realized.
In addition, certain of the Company’s subsidiaries are involved in other litigation or legal matters incidental to their business activities, including tax matters. While the outcome of these matters cannot be predicted with certainty, the Company is vigorously defending them and does not currently expect that any of them will have a material adverse effect on its business or financial position. However, should one or more of these matters be resolved in a manner adverse to its current expectation, the effect on the Company’s results of operations for a particular fiscal reporting period could be material.
In accordance with GAAP, the Company records known asset retirement obligations (“ARO”) for which the liability can be reasonably estimated. Currently, it has identified an ARO associated with one of its facilities that requires it to restore the land to its initial condition upon vacating the facility. The Company has not recognized a liability under GAAP for this ARO because the fair value of restoring the land at this site cannot be reasonably estimated since the settlement date is unknown at this time. The settlement date is unknown because the land restoration is not required until title is returned to the government, and the Company has no current or future plans to return the title. The Company will recognize a liability in the period in which sufficient information is available to reasonably estimate its fair value.

11. DEBT ARRANGEMENTS

ABL Facility

The ABL credit agreement restricts the Company from paying any dividends during the term of this facility subject to the satisfaction of specified financial ratios. In addition, the indentures governing the Company's outstanding 8.5% senior secured first lien notes due 2021 and its outstanding 9.875% senior secured second lien notes due 2021 contain similar restrictions and also prohibit the payment of dividends and other distributions if the Company fails to satisfy a ratio of consolidated EBITDA to fixed charges of at least 2.0 to 1.0. As of September 30, 2018 , the Company did not satisfy this fixed charge coverage ratio. The Company may not satisfy this ratio from time to time and failure to meet this fixed charge coverage ratio does not constitute an event of default.



- 17 -


11. DEBT ARRANGEMENTS (continued)

Senior Secured Second Lien Notes
 
During the six months ended September 30, 2018 , the Company purchased $17,868 of its existing 9.875% senior secured second lien notes (the "Second Lien Notes") on the open market. The purchased securities were canceled leaving $645,078 of the Second Lien Notes outstanding at September 30, 2018 . Related discounts were $837 resulting in net cash repayment of $17,031 and recorded in repayment of long-term borrowings in the condensed consolidated statements of cash flows. Associated costs paid were $45 and deferred financing costs and amortization of original issue discount of $320 were accelerated.     

12. DERIVATIVE FINANCIAL INSTRUMENTS

The Company uses forward or option currency contracts to protect against volatility associated with certain non-U.S. dollar denominated forecasted transactions. These contracts are for green tobacco purchases, processing costs, and selling, general, and administrative costs. Derivative financial instruments are recognized on the balance sheet as assets and liabilities and are measured at fair value. Changes in the fair value of derivative instruments designated as hedging instruments are recorded each period. The changes in the fair value of derivatives designated as cash flow hedges are recorded in accumulated other comprehensive loss and subsequently reclassified into earnings in the period during which the hedged transactions are recognized in earnings.
As of September 30, 2018 and 2017 , accumulated other comprehensive loss includes $716 and $1,591 , net of tax of $190 and zero , for unrealized gains related to designated cash flow hedges, respectively. The Company recorded losses / (gains) of $283 and $(985) in its cost of goods and services sold for the three months and six months ended September 30, 2017 , respectively. The Company recorded losses of $987 in its cost of goods and services sold for the three months and six months ended September 30, 2018 from the discontinuance of a portion of the Company’s cash flow hedges. The Company recorded a current derivative asset of zero , $64 , and zero as of September 30, 2018 and 2017 , and March 31, 2018 , respectively, included on the condensed consolidated balance sheets.
The Company has elected not to offset fair value amounts recognized for derivative instruments with the same counterparty under a master netting agreement. See "Note 17. Fair Value Measurements” for more information.       

13. PENSION AND OTHER POSTRETIREMENT BENEFITS

The Company has multiple benefit plans at several locations. The Company has a defined benefit plan that provides retirement benefits for substantially all U.S. salaried personnel based on years of service rendered, age, and compensation. The Company also maintains various other excess benefit and supplemental plans that provide additional benefits to (1) certain individuals whose compensation, and the resulting benefits that would have actually been paid, are limited by regulations imposed by the Internal Revenue Code and (2) certain individuals in key positions. The Company funds these plans in amounts consistent with the funding requirements of federal law and regulations. The Company also provides certain health and life insurance benefits to retired employees, and their eligible dependents, who meet specified age and service requirements. Additional non-U.S. defined benefit plans cover certain full-time employees located in Germany, Turkey, and the United Kingdom.
The following summarizes the components of net periodic benefit cost:
 
Pension Benefits
 
Three Months Ended September 30,
Six Months Ended September 30,
 
2018
2017
2018
2017
Operating expenses:
 
 
 
 
     Service cost
$
120

$
116

$
240

$
232

Interest expense:
 
 
 
 
     Interest expense
1,155

1,063

2,309

2,126

     Expected return on plan assets
(1,286
)
(1,264
)
(2,572
)
(2,529
)
     Amortization of prior service cost
11

10

21

21

     Settlement loss
518


518


     Actuarial loss
422

511

845

1,022

     Net periodic pension cost
$
940

$
436

$
1,361

$
872





- 18 -


13. PENSION AND OTHER POSTRETIREMENT BENEFITS (continued)
 
Other Postretirement Benefits
 
Three Months Ended September 30,
Six Months Ended September 30,
 
2018
2017
2018
2017
Operating expenses:
 
 
 
 
     Service cost
$
4

$
3

$
7

$
7

Interest expense:
 
 
 
 
     Interest expense
83

85

166

169

     Amortization of prior service cost
(177
)
(178
)
(355
)
(355
)
     Actuarial loss
109

115

219

230

     Net periodic pension cost
$
19

$
25

$
37

$
51


For the six months ended September 30, 2018 , contributions were made to pension plans and postretirement health and life insurance benefits of approximately $3,318 and $173 , respectively. Additional contributions to pension plans and postretirement health and life insurance benefits of approximately $3,412 and $344 , respectively, are expected during the remainder of fiscal 2019. During the three months and six months ended September 30, 2018 , the Company's cash payments activity triggered settlement accounting, which resulted in $518 of settlement loss recorded in interest expense.

14. INVENTORIES

The following summarizes the Company’s costs in inventory:
 
September 30, 2018
September 30, 2017
March 31, 2018
Processed tobacco
$
725,225

$
716,384

$
468,208

Unprocessed tobacco
207,580

192,234

204,149

Other
21,887

20,313

25,730

Total inventory
$
954,692

$
928,931

$
698,087


15. OTHER COMPREHENSIVE (LOSS) INCOME

The movements in accumulated other comprehensive loss and the related tax effects that are due to current period activity and reclassifications to the income statement are shown on the condensed consolidated statements of comprehensive (loss) income. The following summarizes the components reclassified from accumulated other comprehensive loss to earnings for the three months and six months ended September 30, 2018 and 2017 :
 
Three Months Ended September 30,
Six Months Ended September 30,
 
2018
2017
2018
2017
Pension and other postretirement benefits * :
 
 
 
 
Actuarial loss
$
533

$
626

$
1,066

$
1,252

Amortization of prior service cost
(167
)
(167
)
(334
)
(334
)
Amounts reclassified from accumulated other comprehensive loss to net income, gross
366

459

732

918

Tax effects of amounts reclassified from
accumulated other comprehensive loss to net
income
(164
)

(164
)

Amounts reclassified from accumulated other comprehensive loss to net income, net
$
202

$
459

$
568

$
918

*Amounts are included in net periodic benefit costs for pension and other postretirement benefits. See "Note 13. Pension and Other Postretirement Benefits" for more information.



- 19 -


16. SALE OF RECEIVABLES

The Company sells trade receivables to unaffiliated financial institutions under two accounts receivable securitization facilities. Under the first facility, the Company continuously sells a designated pool of trade receivables to a special purpose entity, which sells 100% of the receivables to an unaffiliated financial institution. During the six months ended September 30, 2018 , the investment limit of this program was decreased from $155,000 trade receivables to $125,000 trade receivables. Under the second facility, the Company offers receivables for sale to an unaffiliated financial institution, which are then subject to acceptance by the unaffiliated financial institution. As of September 30, 2018 , the investment limit under the second facility was $125,000 trade receivables.
Under the facilities, the Company receives a cash payment and a deferred purchase price receivable in exchange for receivables sold. Following the sale and transfer of the receivables to the unaffiliated financial institutions, the receivables are isolated from the Company and control of the receivables is passed to the unaffiliated financial institutions. The unaffiliated financial institutions have all rights to the receivables, including the right to pledge or sell the receivables.
Under the facilities, all of the receivables sold are removed from the condensed consolidated balance sheets and the net cash proceeds received by the Company are included in net cash provided by investing activities in the condensed consolidated statements of cash flows. The deferred purchase price receivable is paid to the Company as payments on the receivables are collected from account debtors. The deferred purchase price receivables represent continuing involvement and a beneficial interest in the transferred financial assets. This beneficial interest is recognized at fair value and is included in trade and other receivables, net in the condensed consolidated balance sheets. See "Note 17. Fair Value Measurements" for more information.
The Company is the servicer of both facilities and may receive funds that are due to the unaffiliated financial institutions, which are net settled on the next settlement date. As a result of the net settlement, trade and other receivables, net in the condensed consolidated balance sheets has been reduced by $5,328 , $6,433 , and $10,858 as of September 30, 2018 and 2017 , and March 31, 2018 , respectively.
The difference between the carrying amount of the receivables sold under these facilities, the sum of the cash, and the fair value of the other assets received at the time of transfer is recognized as a loss on the sale of the related receivables and recorded in other income, net in the condensed consolidated statements of operations. The following summarizes the accounts receivable securitization information:
 
September 30,
March 31,
 
2018
2017
2018
Receivables outstanding in facility
$
81,171

$
123,526

$
228,621

Beneficial interest
17,512

23,668

48,715

Servicing liability


81

 
 
 
 
Cash proceeds for the six months ended:
 
 
 
   Cash purchase price
$
243,546

$
228,930

$
694,517

   Deferred purchase price
114,212

118,118

263,670

   Service fees
303

225

473

   Total
$
358,061

$
347,273

$
958,660


17. FAIR VALUE MEASUREMENTS

The following summarizes the items measured at fair value on a recurring basis:    
 
September 30, 2018
 
September 30, 2017
 
March 31, 2018
 
 
Total Assets /
 
 
 
Total Assets /
 
 
 
Total Assets /
 
 
Liabilities
 
 
 
Liabilities
 
 
 
Liabilities
 
Level 2
Level 3
at Fair Value
 
Level 2
Level 3
at Fair Value
 
Level 2
Level 3
at Fair Value
Assets
 
 
 
 
 
 
 
 
 
 
 
Derivative financial instruments
$

$

$

 
$
64

$

$
64

 
$

$

$

Securitized beneficial interests

17,512

17,512

 

23,668

23,668

 

48,715

48,715

Total assets
$

$
17,512

$
17,512

 
$
64

$
23,668

$
23,732

 
$

$
48,715

$
48,715

Liabilities
 
 
 
 
 
 
 
 
 
 
 
Long-term debt
$
897,264

$
706

$
897,970

 
$
852,082

$

$
852,082

 
$
911,264

$
895

$
912,159

Guarantees

1,861

1,861

 

2,770

2,770

 

5,864

5,864

Total liabilities
$
897,264

$
2,567

$
899,831

 
$
852,082

$
2,770

$
854,852

 
$
911,264

$
6,759

$
918,023


- 20 -


17. FAIR VALUE MEASUREMENTS (continued)

Level 2 measurements

Debt: The fair value of debt is based on the market price for similar financial instruments or model-derived valuations whose inputs are observable. The primary inputs to the valuation include market expectations, the Company's credit risk, and the contractual terms of the debt instrument.
Derivatives: The fair value of derivatives is based on the discounted cash flow analysis of the expected future cash flows. The primary inputs to the valuation include forward yield curves, implied volatilities, LIBOR rates, and credit valuation adjustments.

Level 3 measurements

Guarantees: The fair value of guarantees is based on the discounted cash flow analysis of the expected future cash flows or historical loss rates. The primary inputs to the discounted cash flow analysis include market interest rates of 15.0% and the Company’s historical loss rates of 2.4% to 10.0% as of September 30, 2018 . The historical loss rate was weighted by the principal balance of the loans.
Securitized beneficial interests: The fair value of securitized beneficial interests is based on the present value of future expected cash flows. The primary inputs to this valuation include payment speeds of 56 days and discount rates of 4.7% as of September 30, 2018 . The discount rate was weighted by the outstanding interest. Payment speed was weighted by the average days outstanding.

The following summarizes the reconciliation of changes in Level 3 instruments measured on a recurring basis:
 
Three Months Ended September 30, 2018
Six Months Ended September 30, 2018
 
Securitized Beneficial Interests
Guarantees
Securitized Beneficial Interests
Guarantees
Beginning balance
$
17,736

$
3,544

$
48,715

$
5,864

   Issuances of sales of receivables/guarantees
42,210

1,160

90,896

1,403

   Settlements
(41,467
)
(2,839
)
(121,018
)
(5,540
)
   (Losses) gains recognized in earnings
(967
)
(4
)
(1,081
)
134

Ending balance
$
17,512

$
1,861

$
17,512

$
1,861


 
Three Months Ended September 30, 2017
Six Months Ended September 30, 2017
 
Securitized Beneficial Interest
Guarantees
Securitized Beneficial Interest
Guarantees
Beginning balance
$
13,199

$
6,388

$
38,206

$
7,126

   Issuances of sales of receivables/guarantees
52,206

1,428

110,763

2,066

   Settlements
(40,503
)
(4,578
)
(124,171
)
(5,954
)
   Losses recognized in earnings
(1,234
)
(468
)
(1,130
)
(468
)
Ending balance
$
23,668

$
2,770

$
23,668

$
2,770


The change in unrealized losses for securitized beneficial interests as of September 30, 2018 and 2017 , and March 31, 2018 were $623 , $747 , and $2,531 , respectively. Gains and losses included in earnings are reported in other income, net in the condensed consolidated statement of operations.






- 21 -


18. RELATED PARTY TRANSACTIONS

The Company's operating subsidiaries have entered into transactions with affiliates of the Company for the purpose of procuring or processing inventory. The following summarizes sales and purchases with related parties:
 
Three Months Ended September 30,
Six Months Ended September 30,
 
2018
2017
2018
2017
    Sales
$
6,873

$
7,814

$
13,763

$
23,056

    Purchases
10,641

26,423

36,908

37,937


The Company’s accounts payable, related parties and accounts receivable, related parties' balances are disclosed in the condensed consolidated balance sheets and are primarily with its equity method investments located in Asia, Europe, North America, and South America, which purchase and process tobacco or produce consumable e-liquids.

19. INVESTEE COMPANIES

The following summarizes the Company's equity method investments as of September 30, 2018 :
Investee Name
Location
Primary Purpose
The Company's Ownership Percentage
Basis Difference
Adams International Ltd.
Thailand
purchase and process tobacco
49
%

Alliance One Industries India Private Ltd.
India
purchase and process tobacco
49
%

China Brasil Tobacos Exportadora SA
Brazil
purchase and process tobacco
49
%
7,916

Criticality LLC
U.S.
extraction of cannabidiol
40
%

Nicotine River, LLC
U.S.
produce consumable e-liquids
40
%
2,212

Oryantal Tutun Paketleme
Turkey
process tobacco
50
%

Purilum, LLC
U.S.
produce consumable e-liquids
50
%

Siam Tobacco Export Company
Thailand
purchase and process tobacco
49
%


Basis differences are amortized over the respective estimated lives of the related assets and liabilities, which range from one to ten years . The Company’s earnings from the equity method investment are reduced by the amortization expense of basis differences.

20. RESTRUCTURING AND ASSET IMPAIRMENT CHARGES

The Company continues to focus on efficiency and cost improvements. During the six months ended September 30, 2018 , the Company continued to respond to changes in the business, including the decision to close one of its foreign processing facilities and process tobacco in the affected area under a third-party processing arrangement going forward. The following summarizes restructuring and impairment charges:
 
Three Months Ended September 30,
Six Months Ended September 30,
 
2018
2017
2018
2017
Employee separation charges
$
179

$

$
1,377

$

Asset impairment and other non-cash charges
3


346


Restructuring and asset impairment charges
$
182

$

$
1,723

$








- 22 -


20. RESTRUCTURING AND ASSET IMPAIRMENT CHARGES (continued)

The following summarizes the liability for employee separation charges recorded in the North America and Other Regions segments:
 
Three Months Ended September 30,
Six Months Ended September 30,
 
2018
2017
2018
2017
 
North America
Other Regions
North America
Other Regions
North America
Other Regions
North America
Other Regions
Beginning balance
$
247

$
1,058

$

$
129

$

$
107

$
60

$
129

Accruals

179



247

1,130



   Payments
(140
)
(348
)


(140
)
(348
)
(60
)

Ending balance, September 30
$
107

$
889

$

$
129

$
107

$
889

$

$
129


For the three months and six months ended September 30, 2018 , the non-cash charges of $3 and $346 , respectively, were for the Other Regions segment.

21. SUBSEQUENT EVENTS

On November 5, 2018, the Company’s Board of Directors approved a cost-saving and restructuring initiative to consolidate the Company’s U.S. green tobacco processing operations into its Wilson, North Carolina facility and repurpose its Farmville, North Carolina facility for storage and special projects. The net impact of the initiative will result in a reduction of headcount for which the Company expects to incur severance expense. The initiative is expected to be principally implemented over the next twelve months.  An estimate of the financial effect of this initiative cannot be made as of the date of the filing of this report on Form 10-Q.



- 23 -


Item 2.    Management’s Discussion and Analysis of
                Financial Condition and Results of Operations


EXECUTIVE OVERVIEW:

Our company changed its name from Alliance One International, Inc. to Pyxus International, Inc. on September 12, 2018. The following executive overview for the period ended September 30, 2018 is intended to provide highlights of the discussion and analysis that follows.
    
Financial Results
    
The second fiscal quarter is typically a seasonally lower quarter, and the second quarter this year overall was impacted by decreased volumes due to shipment timing, the larger crop in South America last year, and a stronger U.S. dollar in certain markets. The North American tobacco market in particular was impacted by new and increased foreign tariffs on U.S. tobacco imports, adverse weather conditions and the strength of the U.S. dollar. We are focused on and believe that there are offsetting opportunities in other markets although timing remains uncertain. We experienced a delay in legalization in Canada of adult-use of cannabis to October, and a slower roll-out of our industrial hemp business due to weather and its impact on completing construction of the new facility in Eastern North Carolina. Pyxus is committed to managing our working capital in order to drive efficiency, which is seen clearly in the focus on minimizing uncommitted tobacco inventory levels. Our current ending balance is down 16% from the prior-year period, the lowest second quarter balance in eight years. As a result of announced foreign tariffs and Hurricane Florence, we anticipate a combined negative impact to operating income for the full fiscal year of approximately $25 million related to the North American tobacco business and the new Argentina export tax, when compared to the prior year. Pyxus is working to offset these impacts and expects a solid back half to this fiscal year dependent on shipping and meeting shifting geographic requirements due to new tariffs. While there are challenges this year, we are continuing to execute on our full-year plan and are maintaining our previously announced guidance.

Liquidity
    
Our liquidity requirements are affected by various factors including crop seasonality, foreign currency and interest rates, green tobacco prices, customer mix, crop size, and quality. During the six months ended September 30, 2018, we utilized surplus cash to reduce long-term debt with the purchase and cancellation of $10.9 million of our 9.875% senior secured second lien notes in April 2018 and an additional $7 million in July 2018, leaving $645.1 million outstanding at September 30, 2018. Our liquidity at quarter end was strong with available credit lines and cash of $422.8 million including available lines for letters of credit. We will continue to monitor and adjust funding sources as needed to enhance and drive various business opportunities that maintain flexibility and meet cost expectations.
    
Outlook
    
We have made significant progress in each of our new business lines and embraced our new identity as Pyxus International. Our track-and-trace system, branded SENTRI, along with our agronomy services are proving to be key differentiators as we develop markets and partnerships across all aspects of our business. FIGR, our wholly-owned indirect Canadian subsidiary, has capitalized on the recent legalization of adult recreational cannabis in Canada with a successful launch of branded products, and is well on its way to accomplish its goal to expand to more than one million square feet of production.
As a core aspect of our transformation strategy, we have set corporate sustainability targets across business lines, with an emphasis on science-based targets related to energy and greenhouse gas reductions. At the same time, we are committed to supporting our employees, our contracted farmers and their families, while continually improving our supply-chain management. Pyxus’ mission is to pursue industry-leading sustainability targets and deliver on our purpose to transform people's lives so that together we can grow a better world. We will continue to build on our strengths and make strides in industrial hemp, e-liquids and legal cannabis, while remaining committed to the ongoing success of our tobacco business and maximize opportunities to drive enhanced shareholder value.

- 24 -


Item 2.    Management’s Discussion and Analysis of
        Financial Condition and Results of Operations (continued)

RESULTS OF OPERATIONS:

Condensed Consolidated Statement of Operations and Supplemental Information
 
Three Months Ended September 30,
 
Six Months Ended September 30,
 
(in millions, except per kilo amounts)
 
 
Change
 
 
 
 
Change
 
 
 
(percentage change is calculated based on thousands )
2018

 
$

 
%

 
2017

 
2018

 
$

 
%

 
2017

 
Kilos sold
82.1

 
(9.9
)
 
(10.8
)
 
92.0

 
151.6

 
(1.6
)
 
(1.0
)
 
153.2

 
Tobacco sales and other operating revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
     Sales and other operating revenues
$
369.5

 
$
(47.9
)
 
(11.5
)
 
$
417.4

 
$
642.8

 
$
(27.6
)
 
(4.1
)
 
$
670.4

 
     Average price per kilo
4.50

 
(0.04
)
 
(0.9
)
 
4.54

 
4.24

 
(0.14
)
 
(3.2
)
 
4.38

 
Processing and other revenues
25.4

 
(4.5
)
 
(15.1
)
 
29.9

 
43.1

 
(10.8
)
 
(20.0
)
 
53.9

 
     Total sales and other operating revenues
394.9

 
(52.4
)