Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
11 Agosto 2020 - 12:47PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION
OF LATE FILING
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(Check one):
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☐ Form 10-K
☐ Form 20-F ☐ Form 11-K
☒ Form 10-Q
☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR
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For Period Ended: June 30, 2020
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☐ Transition Report on Form 10-K
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☐ Transition Report on Form 20-F
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☐ Transition Report on Form 11-K
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☐ Transition Report on Form 10-Q
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For the Transition Period Ended:
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Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I REGISTRANT
INFORMATION
Pyxus International, Inc.
Full Name of Registrant
N/A
Former Name if Applicable
8001 Aerial Center Parkway
Address of Principal Executive Office (Street and Number)
Morrisville, North Carolina 27560-8417
City, State and Zip Code
PART II RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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☐
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(a)
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The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the
prescribed due date; and
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(c)
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The accountants statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III NARRATIVE
As
previously disclosed, on June 15, 2020, Pyxus International, Inc. (the Company) announced that it and certain of its subsidiaries, namely Alliance One International, LLC, Alliance One North America, LLC, Alliance One Specialty Products,
LLC and GSP Properties, LLC, filed voluntary petitions (the Chapter 11 Cases) for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware to implement a prepackaged chapter 11 plan of
reorganization. Since the commencement of the Chapter 11 Cases, the Company has had to devote a significant amount of time, resources, and administrative support to simultaneously support matters related to the Chapter 11 Cases. As a result, the
Company requires additional time to complete the closing of its books necessary to finalize the preparation of the financial information and disclosures and is therefore unable to file, without unreasonable effort and expense, its Quarterly Report
on Form 10-Q (the Form 10-Q) for the period ended June 30, 2020 within the prescribed time period.
PART IV OTHER
INFORMATION
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(1)
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Name and telephone number of person to contact in regard to this notification
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Joel L. Thomas
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(919)
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379-4300
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☐ No ☒ Annual Report on Form 10-K for the
fiscal year ended March 31, 2020
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(3)
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or
portion thereof? Yes ☒ No ☐
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
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2
Based on preliminary financial results for the three months ended June 30, 2020, the Company anticipates
reporting the following significant changes from the three months ended June 30, 2019:
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Total sales and other operating revenues are expected to have been approximately $262.8 million for the three
months ended June 30, 2020, a 5% decrease from the prior-year period, principally due to a 7.9% decrease in average sales prices of leaf tobacco attributable to flue-cured oversupply conditions and unfavorable foreign exchange rate fluctuations in
South America, partially offset by a 3.4% increase in volume primarily due to the timing of shipments in Africa (delayed by the COVID-19 pandemic from the fourth quarter of fiscal 2020 to the first quarter of fiscal 2021).
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Gross profit is anticipated to have been significantly less than the $39.7 million gross profit reported for the
three months ended June 30, 2019.
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Operating loss is anticipated to have been significantly greater than the $6.9 million operating loss reported
for the three months ended June 30, 2019.
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The financial information for the three months ended June 30, 2020 presented herein is
preliminary and subject to change pending the filing of the Companys Form 10-Q for the period ended June 30, 2020.
This Form 12b-25 contains
forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These statements, which are based on current expectations of future events, may be identified by the use of words such as
strategy, expects, continues, plans, anticipates, believes, will, estimates, intends, projects, goals,
targets, and other words of similar meaning. These statements also may be identified by the fact that they do not relate strictly to historical or current facts. If underlying assumptions prove inaccurate, or if known or unknown risks or
uncertainties materialize, actual results could vary materially from those anticipated, estimated, or projected. Some of these risks and uncertainties include:
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risks and uncertainties relating to the Chapter 11 Cases, including but not limited to: the Companys
ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 Cases and approval of requisite stakeholders and confirmation by the Bankruptcy Court of the Companys proposed plan of reorganization, the effects of the
Chapter 11 Cases on the Company and its various constituents, the impact of Bankruptcy Court rulings in the Chapter 11 Cases, the ultimate outcome of the Chapter 11 Cases in general, the length of time the Company will operate under the Chapter
11 Cases, attendant risks associated with restrictions on the Companys ability to pursue its business strategies while the Chapter 11 Cases are pending, risks associated with third-party motions in the Chapter 11 Cases, the potential adverse
effects of the Chapter 11 Cases on the Companys liquidity, the likelihood of the cancellation of the Companys common stock in the Chapter 11 Cases, uncertainty regarding the Companys ability to retain key personnel, whether the
Companys leaf tobacco customers, farmers and other suppliers might lose confidence in the Companys ability to reorganize its business successfully and may seek to establish alternative commercial relationships, whether, as a result of
the Chapter 11 Cases, foreign lenders that have provided short-term operating credit lines to fund leaf tobacco operations at the local level may lose confidence in the Company and restrict or cease to provide such funding, and uncertainty and
continuing risks associated with the Companys ability to achieve its goals and continue as a going concern;
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risks and uncertainties related to the Companys leaf tobacco operations, including changes in the timing of
anticipated shipments, changes in anticipated geographic product sourcing, changes in relevant capital markets affecting the terms and availability of short-term seasonal financing, political instability, currency and interest rate fluctuations,
shifts in the global supply and demand position for tobacco products, changes in tax laws and regulations or the interpretation of tax laws and regulations, resolution of tax matters, adverse weather conditions, the impact of disasters or other
unusual events affecting international commerce, and changes in costs incurred in supplying products and related services;
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risks and uncertainties related to the COVID-19 pandemic, including possible delays in shipments of leaf tobacco,
including from the closure or restricted activities at ports or other channels, disruptions to the Companys operations or the operations of suppliers and customers resulting from restrictions on the ability of employees and others in the
supply chain to travel and work, border closures, determinations by the Company or shippers to temporarily suspend operations in affected areas, whether the Companys operations that have been classified as essential under various
governmental orders restricting business activities will continue to be so classified or, even if so classified, whether site-specific health and safety concerns related to COVID-19 might otherwise require operations at any of the Companys
facilities to be
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halted for some period of time, negative consumer purchasing behavior with respect to our products or the products of our leaf tobacco customers during periods of government mandates restricting
activities imposed in response to the COVID-19 pandemic, and the extent to which the impact of the COVID-19 pandemic on the Companys operations and the demand for its products may not coincide with impacts experienced in the United States due
to the international scope of the Companys operations, including in emerging markets that may have only recently experienced COVID-19 outbreaks; and
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risks and uncertainties related to the Companys new business lines, including with respect to the impact of
regulation associated with new business lines, including the risk of obtaining anticipated regulatory approvals for cannabis products in Canada and for nicotine e-liquids products in the United States, uncertainties regarding the regulation of the
production and distribution of industrial hemp products and continued compliance with applicable regulatory requirements, uncertainties with respect to the development of the industries and markets of the new business lines, consumer acceptance of
products offered by the new business lines, uncertainties with respect to the timing and extent of geographic and product-line expansion, the impact of increasing competition in the new business lines, uncertainties regarding the viability of
facilities expansions, the possibility of delays in the completion of facilities expansions and uncertainties regarding the potential production yields of new or expanded facilities, as well as the progress of legalization of cannabis for medicinal
and adult recreational uses in other jurisdictions.
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A further list and description of these risks, uncertainties and other factors can
be found in the Risk Factors section of the Companys annual report on Form 10-K for the fiscal year ended March 31, 2019, in Part II, Item 1A Risk Factors in the Companys Quarterly Reports on Form 10-Q for the
periods ended June 30, 2019, September 30, 2019 and December 31, 2019 and in the Companys other filings with the Securities and Exchange Commission. The Company does not undertake to update any forward-looking statements that it may make from
time to time.
Pyxus International, Inc.
(Name of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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PYXUS INTERNATIONAL, INC.
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Date: August 11, 2020
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By:
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/s/ Joel L. Thomas
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Name: Joel L. Thomas
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Title: Executive Vice President Chief Financial Officer
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4
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