Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Sep. 30, 2022 | Nov. 04, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | S&W Seed Co | |
Entity Central Index Key | 0001477246 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2022 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity File Number | 001-34719 | |
Entity Tax Identification Number | 27-1275784 | |
Entity Address, Address Line One | 2101 Ken Pratt Blvd | |
Entity Address, Address Line Two | Suite 201 | |
Entity Address, City or Town | Longmont | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80501 | |
City Area Code | 720 | |
Local Phone Number | 506-9191 | |
Entity Common Stock, Shares Outstanding | 42,623,445 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Trading Symbol | SANW | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | NV | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Jun. 30, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 1,224,400 | $ 2,056,508 |
Accounts receivable, net | 27,707,851 | 19,051,236 |
Inventories, net | 49,831,196 | 54,515,894 |
Prepaid expenses and other current assets | 1,940,218 | 1,605,987 |
TOTAL CURRENT ASSETS | 80,703,665 | 77,229,625 |
Property, plant and equipment, net | 16,204,434 | 16,871,669 |
Intangibles, net | 33,111,696 | 34,095,827 |
Other assets | 5,272,985 | 5,590,730 |
TOTAL ASSETS | 135,292,780 | 133,787,851 |
CURRENT LIABILITIES | ||
Accounts payable | 17,073,969 | 15,901,116 |
Deferred revenue | 963,435 | 605,960 |
Accrued expenses and other current liabilities | 10,540,681 | 10,788,740 |
Current portion of working capital lines of credit, net | 39,798,376 | 12,678,897 |
Current portion of long-term debt, net | 8,108,613 | 8,316,783 |
TOTAL CURRENT LIABILITIES | 76,485,074 | 48,291,496 |
Long-term working capital lines of credit, less current portion | 0 | 21,703,286 |
Long-term debt, net, less current portion | 3,767,839 | 3,992,540 |
Other non-current liabilities | 3,461,501 | 3,587,041 |
TOTAL LIABILITIES | 83,714,414 | 77,574,363 |
SERIES B CONVERTIBLE PREFERRED STOCK | ||
Preferred stock, $0.001 par value; 3,323 shares authorized; 1,695 shares issued and outstanding at September 30, 2022; 1,695 issued and outstanding at June 30, 2022 | 4,918,880 | 4,804,819 |
STOCKHOLDERS' EQUITY | ||
Common stock, $0.001 par value; 75,000,000 shares authorized; 49,707,555 issued and 42,607,585 outstanding at September 30, 2022; 42,608,758 issued and 42,583,758 outstanding at June 30, 2022 | 42,633 | 42,609 |
Treasury stock, at cost, 25,000 shares | (134,196) | (134,196) |
Additional paid-in capital | 164,486,927 | 163,892,575 |
Accumulated deficit | (110,496,559) | (105,873,557) |
Accumulated other comprehensive loss | (7,274,895) | (6,560,600) |
Noncontrolling interests | 35,576 | 41,838 |
TOTAL STOCKHOLDERS' EQUITY | 46,659,486 | 51,408,669 |
TOTAL LIABILITIES, SERIES B CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY | 135,292,780 | 133,787,851 |
Series B Convertible Preferred Stock | ||
SERIES B CONVERTIBLE PREFERRED STOCK | ||
Preferred stock, $0.001 par value; 3,323 shares authorized; 1,695 shares issued and outstanding at September 30, 2022; 1,695 issued and outstanding at June 30, 2022 | $ 4,918,880 | $ 4,804,819 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Jun. 30, 2022 |
STOCKHOLDERS' EQUITY | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 49,707,555 | 42,608,758 |
Common stock, shares outstanding | 42,607,585 | 42,583,758 |
Treasury stock, shares | 25,000 | 25,000 |
Series B Convertible Preferred Stock | ||
SERIES B CONVERTIBLE PREFERRED STOCK | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 3,323 | 3,323 |
Preferred stock, shares issued | 1,695 | 1,695 |
Preferred stock, shares outstanding | 1,695 | 1,695 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 19,865,865 | $ 15,531,682 |
Cost of revenue | 15,361,354 | 12,405,012 |
Gross profit | 4,504,511 | 3,126,670 |
Operating expenses | ||
Selling, general and administrative expenses | 5,056,257 | 5,587,635 |
Research and development expenses | 1,515,380 | 1,995,128 |
Depreciation and amortization | 1,336,434 | 1,331,045 |
Gain on disposal of property, plant and equipment | (3,660) | (18,067) |
Total operating expenses | 7,904,411 | 8,895,741 |
Loss from operations | (3,399,900) | (5,769,071) |
Other (income) expense | ||
Foreign currency loss | 190,915 | 162,545 |
Change in contingent consideration obligation | 0 | (62,254) |
Interest expense - amortization of debt discount | 283,643 | 192,195 |
Interest expense | 742,409 | 518,486 |
Loss before income taxes | (4,616,867) | (6,580,043) |
Benefit from income taxes | (101,664) | (165,802) |
Net loss | (4,515,203) | (6,414,241) |
Net income attributable to noncontrolling interests | (6,262) | (14,266) |
Net loss attributable to S&W Seed Company | (4,508,941) | (6,399,975) |
Net loss attributable to S&W Seed Company | (4,508,941) | (6,399,975) |
Dividends accrued for participating securities and accretion | (114,061) | 0 |
Net loss attributable to common shareholders | $ (4,623,002) | $ (6,399,975) |
Net loss attributable to S&W Seed Company per common share: | ||
Basic | $ (0.11) | $ (0.17) |
Diluted | $ (0.11) | $ (0.17) |
Weighted average number of common shares outstanding: | ||
Basic | 42,604,020 | 36,773,864 |
Diluted | 42,604,020 | 36,773,864 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (4,515,203) | $ (6,414,241) |
Foreign currency translation adjustment, net of income taxes | (714,295) | (461,127) |
Comprehensive loss | (5,229,498) | (6,875,368) |
Comprehensive loss attributable to noncontrolling interests | (6,262) | (14,266) |
Comprehensive loss attributable to S&W Seed Company | $ (5,223,236) | $ (6,861,102) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Total | Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interests | Accumulated Other Comprehensive Loss |
Beginning Balance, amount at Jun. 30, 2021 | $ 74,393,193 | $ 36,773 | $ (134,196) | $ 149,684,357 | $ (69,311,909) | $ (31,006) | $ (5,850,826) |
Beginning Balance, shares at Jun. 30, 2021 | 36,772,983 | (25,000) | |||||
Stock-based compensation - options, restricted stock, and RSUs | 394,312 | 394,312 | |||||
Net issuance to settle RSUs, amount | (40,715) | $ 28 | (40,743) | ||||
Net issuance to settle RSUs, shares | 28,263 | ||||||
Proceeds from sale of common stock, net of fees and expenses, amount | 2,481 | $ 1 | 2,480 | ||||
Proceeds from sale of common stock, net of fees and expenses, shares | 848 | ||||||
Other comprehensive loss | (461,127) | (461,127) | |||||
Net loss | (6,414,241) | (6,399,975) | (14,266) | ||||
Ending Balance, amount at Sep. 30, 2021 | 67,873,903 | $ 36,802 | $ (134,196) | 150,040,406 | (75,711,884) | (45,272) | (6,311,953) |
Ending Balance, shares at Sep. 30, 2021 | 36,802,094 | (25,000) | |||||
Beginning Balance, amount at Jun. 30, 2022 | 51,408,669 | $ 42,609 | $ (134,196) | 163,892,575 | (105,873,557) | 41,838 | (6,560,600) |
Beginning Balance, shares at Jun. 30, 2022 | 42,608,758 | (25,000) | |||||
Stock-based compensation - options, restricted stock, and RSUs | 456,112 | 456,112 | |||||
Series B detachable warrant | (25,838) | (25,838) | |||||
Accrued dividends on Series B convertible preferred stock | (88,223) | (88,223) | |||||
Subordinated loan & security agreement warrants | 146,474 | 146,474 | |||||
Net issuance to settle RSUs, amount | (8,210) | $ 24 | (8,234) | ||||
Net issuance to settle RSUs, shares | 23,827 | ||||||
Other comprehensive loss | (714,295) | (714,295) | |||||
Net loss | (4,515,203) | (4,508,941) | (6,262) | ||||
Ending Balance, amount at Sep. 30, 2022 | $ 46,659,486 | $ 42,633 | $ (134,196) | $ 164,486,927 | $ (110,496,559) | $ 35,576 | $ (7,274,895) |
Ending Balance, shares at Sep. 30, 2022 | 42,632,585 | (25,000) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net loss | $ (4,515,203) | $ (6,414,241) | |
Adjustments to reconcile net loss from operating activities to net cash used in operating activities | |||
Stock-based compensation | 456,112 | 394,312 | |
Change in allowance for doubtful accounts | (155,421) | 97,028 | |
Inventory write-down | 537,998 | 307,000 | |
Depreciation and amortization | 1,336,434 | 1,331,045 | |
Gain on disposal of property, plant and equipment | (3,660) | (18,067) | |
Change in foreign exchange contracts | 503,985 | 235,912 | |
Foreign currency transactions | (1,294,985) | ||
Change in contingent consideration obligation | 0 | (62,254) | |
Amortization of debt discount | 283,643 | 192,195 | |
Changes in: | |||
Accounts receivable | (8,996,608) | (3,247,001) | |
Inventories | 3,124,383 | (1,040,417) | |
Prepaid expenses and other current assets | (216,080) | (17,504) | |
Other non-current asset | 72,381 | (17,800) | |
Accounts payable | 1,671,381 | 1,949,750 | |
Deferred revenue | 361,348 | 324,688 | |
Accrued expenses and other current liabilities | (436,714) | 566,298 | |
Other non-current liabilities | (48,989) | (65,426) | |
Net cash used in operating activities | (7,319,995) | (5,484,482) | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Additions to property, plant and equipment | (151,376) | (470,960) | |
Proceeds from disposal of property, plant and equipment | 3,660 | 18,313 | |
Net proceeds from sale of marketable securities | $ 988,504 | ||
Net cash used in by investing activities | (147,716) | (452,647) | |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Net proceeds from sale of common stock | 0 | 2,481 | |
Taxes paid related to net share settlements of stock-based compensation awards | (8,210) | (40,715) | |
Borrowings and repayments on lines of credit, net | 6,750,048 | 5,274,959 | |
Borrowings of long-term debt | 266,734 | 150,768 | |
Debt issuance costs | (128,879) | (103,261) | |
Repayments of long-term debt | (457,929) | (452,544) | |
Net cash provided by financing activities | 6,421,764 | 4,831,688 | |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | 213,839 | (527,769) | |
NET DECREASE IN CASH & CASH EQUIVALENTS | (832,108) | (1,633,210) | |
CASH AND CASH EQUIVALENTS, beginning of the period | 2,056,508 | 3,527,937 | 3,527,937 |
CASH AND CASH EQUIVALENTS, end of period | $ 1,224,400 | $ 1,894,727 | $ 2,056,508 |
Background and Organization
Background and Organization | 3 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BACKGROUND AND ORGANIZATION | NOTE 1 - BACKGROUND AND ORGANIZATION Organization The Company began as S&W Seed Company, a general partnership, in 1980 and was originally in the business of breeding, growing, processing and selling alfalfa seed. The Company incorporated a corporation with the same name in Delaware in October 2009, which is the successor entity to Seed Holding, LLC, having purchased a majority interest in the general partnership between June 2008 and December 2009. Following the Company’s initial public offering in May 2010, the Company purchased the remaining general partnership interests and became the sole owner of the general partnership’s original business. Seed Holding, LLC remains a consolidated subsidiary of the Company. In December 2011, the Company reincorporated in Nevada as a result of a statutory short-form merger of the Delaware corporation into its wholly-owned subsidiary, S&W Seed Company, a Nevada corporation. In April 2013, the Company, together with its wholly-owned subsidiary, S&W Holdings Australia Pty Ltd, an Australia corporation (f/k/a S&W Seed Australia Pty Ltd), or S&W Holdings, consummated an acquisition of all of the issued and outstanding shares of Seed Genetics International Pty Ltd, an Australia corporation, or SGI, from SGI’s shareholders. In April 2018, SGI changed its name to S&W Seed Company Australia Pty Ltd, or S&W Australia. In September 2018, the Company and AGT Foods Africa Proprietary Limited, or AGT, formed a venture based in South Africa named SeedVision Proprietary Limited, or SeedVision. SeedVision will leverage AGT's African-based production and processing facilities to produce S&W's hybrid sunflower, grain sorghum, and forage sorghum to be sold by SeedVision in the African continent, Middle East countries, and Europe. As part of the Company’s 2018 acquisition of all the assets of Chromatin, Inc., the Company acquired 51.0 % of Sorghum Solutions South Africa. In February 2020, S&W Australia acquired all of the issued and outstanding shares of Pasture Genetics Ltd., or Pasture Genetics, from Pasture Genetics’ sole shareholder. Business Overview Since its establishment, the Company, including its predecessor entities, has been principally engaged in breeding, growing, processing and selling agricultural seeds. The Company operates seed cleaning and processing facilities, which are located in Idaho, Texas, New South Wales and South Australia. The Company’s seed products are primarily grown under contract by farmers. The Company began its stevia initiative in fiscal year 2010 and is currently focused on breeding improved varieties of stevia and developing marketing and distribution programs for its stevia products. The Company has also been actively engaged in expansion initiatives through a combination of organic growth and strategic acquisitions. In May 2016, the Company acquired the assets and business of SV Genetics, a private Australian company specializing in the breeding and licensing of proprietary hybrid sorghum and sunflower seed germplasm, which represented the Company’s initial effort to diversify its product portfolio beyond alfalfa seed and stevia. In October 2018, the Company acquired substantially all of the assets of Chromatin, Inc., a U.S.-based sorghum genetics and seed company, as part of the Company's efforts to expand its penetration into the hybrid sorghum market. In August 2019, S&W Australia, a wholly owned subsidiary of S&W Seed Company, licensed certain wheat germplasm varieties and acquired certain equipment from affiliates of Corteva Agriscience, Inc., or Corteva. In the transaction, S&W Australia paid a one-time license fee of $ 2.3 million and an equipment purchase price of $ 0.3 million. The license has an initial term of 15 years. In February 2020, S&W Australia acquired Pasture Genetics, the third largest pasture seed company in Australia, as part of the Company’s efforts to diversify its product offerings and expand its distribution channels. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of S&W Seed Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles, or GAAP, and include the assets, liabilities, revenue and expenses of all wholly-owned subsidiaries and majority-owned subsidiaries over which the Company's exercises control. Outside stockholders' interests in subsidiaries are shown on the condensed consolidated financial statements as Noncontrolling interests. The Company owns 50.1 % of SeedVision, which is a variable interest entity as defined in ASC 810-10, Consolidation, because no substantive equity contributions have been made to it, and SeedVision is being funded through advances, as needed, from its investors. The Company has concluded that it is the primary beneficiary of SeedVision because it has the power, through a tie-breaking vote on the board of directors, to direct the sales and marketing activities of SeedVision, which are considered to be the activities that have the greatest impact on the future economic performance of SeedVision. The Company owns 51.0 % of Sorghum Solutions South Africa, which is a variable interest entity as defined in ASC 810-10, Consolidation, because no substantive equity contributions have been made to it, and Sorghum Solutions South Africa is being funded through advances, as needed, from its investors. The Company has concluded that it is the primary beneficiary of Sorghum Solutions South Africa because it has the power, through a tie-breaking vote on the board of directors, to direct the sales and marketing activities of Sorghum Solutions South Africa, which are considered to be the activities that have the greatest impact on the future economic performance of Sorghum Solutions South Africa. Because the Company is its primary beneficiary, SeedVision's and Sorghum Solutions South Africa’s financial results are included in these financial statements. The Company recorded a combined $ 0.4 million of current assets (restricted) and $ 27,762 of current liabilities (nonrecourse) for these entities in our consolidated balance sheet as of September 30, 2022. The Company recorded a combined $ 0.5 million of current assets (restricted) and $ 31,307 of current liabilities (nonrecourse) for these entities in its consolidated balance sheet as of June 30, 2022. Unaudited Interim Financial Information The Company has prepared the accompanying consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission, or SEC, for interim financial reporting. These consolidated financial statements are unaudited and, in the Company’s opinion, include all adjustments, consisting of normal recurring adjustments and accruals, necessary for a fair presentation of the Company’s consolidated balance sheets, statements of operations, comprehensive income (loss), cash flows and stockholders’ equity for the periods presented. Operating results for the periods presented are not necessarily indicative of the results to be expected for the full year ending June 30, 2023. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted in accordance with the rules and regulations of the SEC. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Annual Report, as filed with the SEC. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates are adjusted to reflect actual experience when necessary. Significant estimates and assumptions affect many items in the financial statements. These include allowance for doubtful trade receivables, inventory valuation, asset impairments, provisions for income taxes, grower accruals (an estimate of amounts payable to farmers who grow seed for the Company), contingent consideration obligations, contingencies and litigation. Significant estimates and assumptions are also used to establish the fair value and useful lives of depreciable tangible and certain intangible assets, goodwill as well as valuing stock-based compensation. Actual results may differ from those estimates and assumptions, and such results may affect income, financial position or cash flows. Certain adverse geopolitical and macroeconomic events, such as the continued impact of COVID-19, the ongoing conflict between Ukraine and Russia and related sanctions, and uncertain market conditions, including higher inflation and supply chain disruptions, have, among other things, negatively impacted the global economy, created significant volatility and disruption of financial markets, and significantly increased economic and demand uncertainty. The Company believes the estimates and assumptions underlying the accompanying consolidated financial statements are reasonable and supportable based on the information available at the time the financial statements were prepared. However, uncertainty over the impact COVID-19 will have on the global economy and the Company’s business in particular makes many of the estimates and assumptions reflected in these consolidated financial statements inherently less certain. Therefore, actual results may ultimately differ from those estimates to a greater degree than historically. Certain Risks and Concentrations The Company’s revenue is principally derived from the sale of seed, the market for which is highly competitive. One customer accounted for 16 % of its revenue for the three months ended September 30, 2022 and no single customer accounted for more than 10 % of its revenue for the three months ended September 30, 2021. No customer accounted for more than 10 % of the Company’s accounts receivable as of June 30, 2022 and September 30, 2022. The Company sells a substantial portion of its products to international customers. Sales to international markets represented 79 % and 76 % of revenue during the three months ended September 30, 2022 and 2021, respectively. The net book value of fixed assets located outside the United States was 21 % and 22 % of total fixed assets at September 30, 2022 and June 30, 2022, respectively. Cash balances located outside of the United States may not be insured and totaled $ 195,158 and $ 811,551 at September 30, 2022 and June 30, 2022, respectively. The following table shows revenue from external sources by destination country: Three Months Ended September 30, 2022 2021 Saudi Arabia $ 5,172,286 26 % $ 3,467,210 22 % United States 4,260,754 21 % 3,665,328 24 % Libya 2,998,047 15 % 1,044,000 7 % Australia 2,557,732 13 % 3,434,005 22 % Pakistan 821,620 4 % 164,055 1 % Sudan 802,044 4 % 819,618 5 % Algeria 754,680 4 % — — Mexico 731,100 4 % 228,420 2 % China 468,500 2 % 473,125 3 % Argentina 362,978 2 % 350,839 2 % Other 936,124 5 % 1,885,082 12 % Total revenue $ 19,865,865 100 % $ 15,531,682 100 % Liquidity and Capital Resources The Company is monitoring the impact of adverse geopolitical and macroeconomic events, including the COVID-19 pandemic and the ongoing military conflict between Russia and Ukraine and related sanctions, and uncertain market conditions, including higher inflation and supply chain disruptions, on its business, including its results of operations and financial condition. The Company’s sales efforts historically involved significant in-person interaction with potential customers and distributors. Throughout the COVID-19 pandemic, many national, state and local governments in its target markets implemented various stay-at-home, shelter-in-place and other quarantine measures. As a result, the Company shifted its sales activities to video conferencing and similar customer interaction models and continues to evaluate its sales approach, but the Company found these alternative approaches to generally be less effective than in-person sales efforts. In particular, regular in-person customer interactions did not resume until February 2022 in some locations where the Company operates. If ongoing measures to protect against COVID-19 are reinstated during the fiscal 2023 sales season, the Company may experience similar negative impacts that it experienced during the fiscal 2021 and 2022 sales seasons. Following the recent invasion of Ukraine by Russia, the U.S. and global financial markets experienced volatility, which has led to disruptions to trade, commerce, pricing stability, credit availability, supply chain continuity and reduced access to liquidity globally. In response to the invasion, the United States, United Kingdom and European Union, along with others, imposed significant new sanctions and export controls against Russia, Russian banks and certain Russian individuals and may implement additional sanctions or take further punitive actions in the future. The full economic and social impact of the sanctions imposed on Russia and possible future punitive measures that may be implemented, as well as the counter measures imposed by Russia, in addition to the ongoing military conflict between Ukraine and Russia and related sanctions, which could conceivably expand into the surrounding region, remains uncertain; however, both the conflict and related sanctions have resulted and could continue to result in disruptions to trade, commerce, pricing stability, credit availability, supply chain continuity and reduced access to liquidity on acceptable terms, in both Europe and globally, and has introduced significant uncertainty into global markets. As a result, the Company’s business, including its ability to deliver seed and timely receive payment from customers, and access to capital may be adversely affected by the ongoing military conflict between Ukraine and Russia and related sanctions, particularly to the extent it escalates to involve additional countries, further economic sanctions or wider military conflict. In addition, the Company’s product revenue is predicated on its ability to timely fulfill customer orders, which depends in large part upon the consistent availability and operation of shipping and distribution networks operated by third parties. Farmers typically have a limited window during which they can plant seed, and their buying decisions can be shaped by actual or perceived disruptions in the Company’s distribution and supply channels. If the Company’s customers delay or decrease their orders due to potential disruptions in its distribution and supply channels, or if the Company is unable to timely fulfill their orders, this would adversely affect the Company’s product revenue. During the year ended June 30, 2022 and the three months ended September 30, 2022, the Company experienced numerous logistical challenges due to limited availability of trucks for product deliveries, congestion at the ports, and overall increases in shipping and transportation costs, which the Company attributes to the COVID-19 pandemic and the general disruptions from the ongoing conflict between Ukraine and Russia and related sanctions. The Company expects these logistical challenges to persist throughout fiscal 2023, which may, among other things, delay or reduce its ability to recognize revenue within a particular fiscal period and harm its results of operations. Given the level of uncertainty regarding the duration and broader impact of these adverse geopolitical and macroeconomic events, the Company is unable to fully assess the extent of their impact on the Company’s operations. For the three months ended September 30, 2022, we reported a net loss of $ 4.5 million and net cash used in operations of $ 7.3 million. At September 30, 2022, we had cash on hand of $ 1.2 million. The Company’s Loan and Security Agreement, dated December 26, 2019, or the CIBC Loan Agreement, with CIBC Bank USA, or CIBC, and the secured promissory note, or Rooster Note, that it executed in favor of Conterra Agriculture Capital, LLC, or Conterra, and subsequently endorsed to Rooster Capital, LLC, or Rooster, which matures on December 23, 2022 , and its debt facilities with National Australia Bank, or NAB, contain various operating and financial covenants (See Note 7). Adverse geopolitical and macroeconomic events and other factors affecting the Company’s results of operations have increased the risk of the Company’s inability to comply with these covenants, which could result in acceleration of its repayment obligations and foreclosure on its pledged assets. For example, the Company was not in compliance with certain covenants in the CIBC Loan Agreement and the Rooster Note as of June 30, 2021, December 31, 2021, March 31, 2022, June 15, 2022 and June 30, 2022, and was required to obtain waivers and/or amendments from CIBC and Rooster. In particular, the CIBC Loan Agreement as presently in effect requires the Company to maintain minimum liquidity of no less than $ 1,000,000 , and the NAB Finance Agreement (as defined below) includes an undertaking that requires the Company to maintain a net related entity position of not more than AUD $ 25,000,000 . Accordingly, the Company’s ability to comply with this undertaking is subject to fluctuations in foreign currency conversion rates, which are outside of the Company’s control. Due to recent fluctuations in foreign currency conversion rates, the Company is currently not in compliance with this undertaking. Although the Company is currently in discussions with NAB to revise how compliance with this undertaking is measured, there can be no assurances that the Company will be able to secure an amendment to the NAB Finance Agreement or regain compliance with this undertaking. The Company is actively pursuing refinancing of the CIBC Loan Agreement and the Rooster Note. There can be no assurance the Company will be successful in raising additional capital, securing future waivers and/or amendments from its lenders, renewing or refinancing its existing debt or securing new financing. If the Company is unsuccessful in doing so, it may need to reduce the scope of its operations, repay amounts owing to its lenders or sell certain assets. The Company is also exploring strategic alternatives for underutilized assets, including plans to enter the camelina market as a seed and technology provider. These operating and liquidity factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company’s consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. International Operations The Company translates its foreign operations’ assets and liabilities denominated in foreign currencies into U.S. dollars at the current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded in the cumulative translation account, a component of accumulated other comprehensive income (loss). Gains or losses from foreign currency transactions are included in the consolidated statement of operations, and included approximately $ 1.0 million benefit to cost of revenues and $ 0.2 million foreign currency loss to other (income) expense for the three months ended September 30, 2022. Cost of Revenue The Company records purchasing and receiving costs, inspection costs and warehousing costs in cost of revenue. When the Company is required to pay for outward freight and/or the costs incurred to deliver products to its customers, the costs are included in cost of revenue. Cash and Cash Equivalents For financial statement presentation purposes, the Company considers time deposits, certificates of deposit and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. At times, cash and cash equivalents balances exceed amounts insured by the Federal Deposit Insurance Corporation. Accounts Receivable The Company provides an allowance for doubtful trade receivables equal to the estimated uncollectible amounts. That estimate is based on historical collection experience, current economic and market conditions and a review of the current status of each customer’s trade accounts receivable. The allowance for doubtful trade receivables was $ 80,743 and $ 233,927 at September 30, 2022 and June 30, 2022, respectively. Inventories Inventories consist of seed and packaging materials. Inventories are stated at the lower of cost or net realizable value, and an inventory reserve permanently reduces the cost basis of inventory. Inventories are valued as follows: Actual cost is used to value raw materials such as packaging materials, as well as goods in process. Costs for substantially all finished goods, which include the cost of carryover crops from the previous year, are valued at actual cost. Actual cost for finished goods includes plant conditioning and packaging costs, direct labor and raw materials and manufacturing overhead costs based on normal capacity. The Company records abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage) as current period charges and allocates fixed production overhead to the costs of finished goods based on the normal capacity of the production facilities. Inventory is periodically reviewed to determine if it is marketable, obsolete, or impaired. Inventory that is determined to be obsolete or impaired is written off to expense at the time the impairment is identified. Inventory quality is a function of germination percentage. Our experience has shown that our alfalfa seed quality tends to be stable under proper storage conditions; therefore, we do not view inventory obsolescence for alfalfa seed as a material concern. Hybrid crops (sorghum and sunflower) seed quality may be affected by warehouse storage pests such as insects and rodents. The Company maintains a strict pest control program to mitigate risk and maximize hybrid seed quality. Components of inventory are as follows: As of As of Raw materials and supplies $ 3,138,774 $ 2,645,764 Work in progress 8,345,528 6,677,980 Finished goods 38,346,894 45,192,150 Inventories, net $ 49,831,196 $ 54,515,894 Property, Plant and Equipment Property, plant and equipment is depreciated using the straight-line method over the estimated useful life of the asset - periods of 5 - 35 years for buildings, 2 - 20 years for machinery and equipment, and 2 - 5 years for vehicles. Intangible Assets Intangible assets acquired in business acquisitions are reported at their initial fair value less accumulated amortization. Intangible assets are amortized using the straight-line method over the estimated useful life of the asset. Periods of 3 - 30 years for technology/IP/germplasm, 5 - 20 years for customer relationships and trade names and 3 - 20 for other intangible assets. The weighted average estimated useful lives are 26 years for technology/IP/germplasm, 20 years for customer relationships, 16 years for trade names, 18 years for license agreements and 19 years for other intangible assets. Goodwill The Company acquired Pasture Genetics in February 2020, and recorded goodwill of $ 1,452,436 as part of this transaction. Goodwill is assessed at least annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value is less than its carrying amount, including goodwill. If management concludes that it is more likely than not that the fair value is less than its carrying amount, management conducts a quantitative goodwill impairment test. The goodwill impairment test is used to identify potential impairment by comparing the fair value with its carrying amount, including goodwill. The Company uses market capitalization and an estimate of a control premium to estimate the fair value. If the fair value exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. If the carrying amount exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill. The Company performed a quantitative assessment of goodwill at June 30, 2022 on its one reporting unit and determined that goodwill was fully impaired. See Note 5 for further information. Investment in Bioceres S.A. The Company owns less than 1 % of Bioceres, S.A., a provider of crop productivity solutions headquartered in Argentina. The carrying value of the investment is $ 0.4 million at September 30, 2022 and $ 0.4 million at June 30, 2022, and the investment is included in Other Assets on the Company’s consolidated balance sheet. The Company adopted ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities beginning July 1, 2018. As such, this investment is accounted for in accordance with ASC 321, Investments – Equity Securities . As the stock is not publicly traded, the Company has elected to account for its investment at cost, with adjustments to fair value when there are observable transactions that provide an indicator of fair value. In addition, if qualitative factors indicate a potential impairment, fair value must be estimated, and the investment written down to that fair value if it is lower than the carrying value. During the third quarter of fiscal year 2022, the Company sold 71.4 % of the investment in Bioceres, S.A. for net proceeds of $ 988,504 , which included a gain on the sale of marketable securities of $ 68,967 . No adjustments for impairment were made for the three months ended September 30, 2022 or September 30, 2021. Research and Development Costs The Company is engaged in ongoing research and development, or R&D, of proprietary seed and stevia varieties. All R&D costs must be charged to expense as incurred. Accordingly, internal R&D costs are expensed as incurred. Third-party R&D costs are expensed when the contracted work has been performed or as milestone results have been achieved. The costs associated with equipment or facilities acquired or constructed for R&D activities that have alternative future uses are capitalized and depreciated on a straight-line basis over the estimated useful life of the asset. Income Taxes Deferred tax assets and liabilities are determined based on differences between the financial statement and tax basis of assets and liabilities, as well as a consideration of net operating loss and credit carry forwards, using enacted tax rates in effect for the period in which the differences are expected to impact taxable income. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company’s effective tax rate for the three months ended September 30, 2022 and September 30, 2021 has been affected by the valuation allowance on the Company’s deferred tax assets. Net Income (Loss) Per Common Share Data Basic net income (loss) per common share, or EPS, is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted EPS is calculated by adjusting both the numerator (net income (loss)) and the denominator (weighted-average number of shares outstanding) for the dilutive effects of potentially dilutive securities, including options and restricted stock awards. The treasury stock method is used for stock options and restricted stock awards. Under this method, consideration that would be received upon exercise (as well as remaining compensation cost to be recognized for awards not yet vested) is assumed to be used to repurchase shares of stock in the market, with net number of shares assumed to be issued added to the denominator. The Company computes earnings per share using the two-class method. The two-class method requires an earnings allocation formula that determines earnings per share for common shareholders and participating security holders according to dividends declared and participating rights in undistributed earnings. The Company ’ s Series B Preferred Stock (as defined below) and the Warrant (as defined below) are participating securities because holders of such equity have non-forfeitable dividend rights and participate in any undistributed earnings with common stock. Under the two-class method, total dividends provided to the holders of participating securities and undistributed earnings allocated to participating securities, are subtracted from net income attributable to the Company in determining net loss attributable to common shareholders. During the three months ended September 30, 2022, there were $ 88,223 in accrued dividends subtracted from net income attributable to common shareholders; there were no undistributed earnings to allocate to the participating securities. Additionally, any accretion to the redemption value for the Series B Preferred Stock is treated as a deemed dividend in the two-class EPS calculation. During the three months ended September 30, 2022, $ 25,838 was accreted to the redemption value of the Series B Preferred Stock and subtracted from net income attributable to common shareholders. The calculation of Basic and Diluted EPS is shown in the table below. Three Months Ended September 30, 2022 2021 Numerator: Net loss attributable to S&W Seed Company $ ( 4,508,941 ) $ ( 6,399,975 ) Dividends accrued for participating securities and accretion ( 114,061 ) — Numerator for basic and diluted EPS $ ( 4,623,002 ) $ ( 6,399,975 ) Denominator: Denominator for basic EPS - weighted average 42,604,020 36,773,864 Effect of dilutive securities: Employee stock options — — Employee restricted stock units — — Dilutive potential common shares — — Denominator for diluted EPS - adjusted weighted 42,604,020 36,773,864 Basic EPS $ ( 0.11 ) $ ( 0.17 ) Diluted EPS $ ( 0.11 ) $ ( 0.17 ) The effects of employee stock options and restricted stock units are excluded because they would be anti-dilutive due to the Company’s net loss for the three months ended September 30, 2022 and 2021. Impairment of Long-Lived Assets The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of long-lived assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. Refer to Note 5 for impairment discussion. Derivative Financial Instruments Foreign Exchange Contracts The Company’s subsidiary, S&W Australia, is exposed to foreign currency exchange rate fluctuations in the normal course of its business, which the Company at times manages through the use of foreign currency forward contracts. The Company has entered into certain derivative financial instruments (specifically foreign currency forward contracts), and accounts for these instruments in accordance with ASC Topic 815, “Derivatives and Hedging”, which establishes accounting and reporting standards requiring that derivative instruments be recorded on the balance sheet as either an asset or liability measured at fair value. The Company’s foreign currency contracts are not designated as hedging instruments under ASC 815; accordingly, changes in the fair value are recorded in current period earnings. Fair Value of Financial Instruments The Company discloses assets and liabilities that are recognized and measured at fair value, presented in a three-tier fair value hierarchy, as follows: • Level 1. Observable inputs such as quoted prices in active markets; • Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and • Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The carrying value of cash and cash equivalents, accounts payable, short-term and all long-term borrowings, as reflected in the consolidated balance sheets, approximate fair value because of the short-term maturity of these instruments or interest rates commensurate with market rates. There have been no changes in operations and/or credit characteristics since the date of issuance that could impact the relationship between interest rate and market rates. Assets and liabilities that are recognized and measured at fair value on a recurring basis are categorized as follows: Fair Value Measurements as of Level 1 Level 2 Level 3 Foreign exchange contract liability $ — $ 1,421,980 $ — Contingent consideration obligations — — — Total $ — $ 1,421,980 $ — Fair Value Measurements as of Level 1 Level 2 Level 3 Foreign exchange contract liability $ — $ 996,106 $ — Contingent consideration obligations — — — Total $ — $ 996,106 $ — New Accounting Pronouncements Accounting pronouncements not yet adopted In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Measurement of Credit Losses on Financial Instruments . The standard introduces new guidance for the accounting for credit losses on instruments within its scope, including trade and other receivables. In addition, the FASB subsequently issued several amendments to this standard. All of these standards are effective for the Company on July 1, 2023 and require adoption using a modified retrospective approach. The Company does not expect application of these standards to have a significant impact on its results of operations or financial position. |
Leases
Leases | 3 Months Ended |
Sep. 30, 2022 | |
Lessee Disclosure [Abstract] | |
LEASES | NOTE 3 - LEASES S&W leases office and laboratory space, research plots and equipment used in connection with its operations under various operating and finance leases. Right-of-use, or ROU, assets represent the Company’s right to use the underlying assets for the lease term and lease liabilities represent the net present value of the Company’s obligation to make payments arising from these leases. The lease liabilities are based on the present value of fixed lease payments over the lease term using the implicit lease interest rate or, when unknown, the Company's incremental borrowing rate on the lease commencement date or July 1, 2019 for leases that commenced prior to that date. If the lease includes one or more options to extend the term of the lease, the renewal option is considered in the lease term if it is reasonably certain the Company will exercise the option(s). Operating lease expense is recognized on a straight-line basis over the term of the lease. As permitted by ASC 842, leases with an initial term of twelve months or less, or short-term leases, are not recorded on the accompanying consolidated balance sheet. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component under the practical expedient provisions of the standard. The Company has lease agreements with terms less than one year . For the qualifying short-term leases, the Company elected the short-term lease recognition exemption in which the Company will not recognize ROU assets or lease liabilities, including the ROU assets or lease liabilities for existing short-term leases of those assets in upon adoption. Variable lease payments consist primarily of common area maintenance, utilities and taxes, which are not included in the recognition of ROU assets and related lease liabilities. Variable lease payments and short-term lease expenses were immaterial to the Company’s financial statements for the three months ended September 30, 2022. The Company’s lease agreements do not contain material restrictive covenants. The components of lease assets and liabilities as of September 30, 2022 are as follows: Leases Balance Sheet Classification: Assets: Right of use assets - operating leases Other assets $ 4,014,379 Right of use assets - finance leases Other assets $ 2,021,839 Accumulated amortization - finance leases Other assets ( 1,244,915 ) Right of use assets - finance leases, net Other assets $ 776,924 Total lease assets $ 4,791,303 Liabilities: Current portion of long-term debt, net Current portion of long-term debt, net $ 754,818 Current lease liabilities Accrued expenses and other current liabilities 1,233,912 Long-term debt, net, less current portion Long-term debt, net, less current portion 313,605 Long-term lease liabilities Other non-current liabilities 3,019,216 Total lease liabilities $ 5,321,551 The components of lease cost are as follows: Lease cost: Income Statement Classification: Three Months Ended Operating lease cost Cost of revenue $ 183,860 Operating lease cost Selling, general and administrative expenses 55,334 Operating lease cost Research and development expenses 136,197 Finance lease cost Depreciation and amortization and interest expense 156,335 Total lease costs $ 531,726 Maturities of lease liabilities are as follows: Operating Leases Finance Leases 2023 $ 1,055,368 $ 662,269 2024 1,293,732 320,703 2025 923,092 97,299 2026 756,049 36,804 2027 477,765 — After 2027 122,223 — Total lease payments 4,628,229 1,117,075 Less: Interest ( 375,101 ) ( 48,652 ) Present value of lease liabilities $ 4,253,128 $ 1,068,423 The following are the weighted average assumptions used for lease term and discount rate and supplemental cash flow information related to leases as of September 30, 2022: Operating lease remaining lease term 3.8 years Operating lease discount rate 4.24 % Finance lease remaining lease term 1.3 years Finance lease discount rate 5.51 % Cash paid for operating leases $ 349,947 Cash paid for finance leases 306,812 |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Sep. 30, 2022 | |
Revenues [Abstract] | |
REVENUE RECOGNITION | NOTE 4 - REVENUE RECOGNITION The Company derives its revenue from 1) the sale of seed, 2) milling and packaging services and 3) product licensing agreements. The following table disaggregates the Company’s revenue by type of contract: Three Months Ended September 30, 2022 2021 Other product sales $ 19,837,787 $ 14,905,402 Services 28,078 626,280 Total revenue $ 19,865,865 $ 15,531,682 Other Product Sales Revenue from other product sales is recognized at the point in time at which control of the product is transferred to the customer. Generally, this occurs upon shipment of the product. Pricing for such transactions is negotiated and determined at the time the contracts are signed. We have elected the practical expedient that allows us to account for shipping and handling activities as a fulfillment cost, and we accrue those costs when the related revenue is recognized. The Company has certain contracts with customers that offer a limited right of return on certain branded products. The products must be in an unopened and undamaged state and must be resalable in the sole opinion of the Company to qualify for refund. Returns are only accepted on product received by August 31 st of the current sales year. The Company uses a historical returns percentage to estimate the refund liability and records a reduction of revenue in the period in which revenue is recognized. Services Revenue from milling, conditioning, and treating and packaging services, which are performed on the customer's product, is recognized as services are completed and the milled product is delivered to the customer. Payment Terms and Related Balance Sheet Accounts Accounts receivable represent amounts that are payable to the Company by its customers subject only to the passage of time. Payment terms on invoices are generally 30 to 180 days for export customers and end of sales season (September 30 th ) for branded products sold within the United States. As the period between the transfer of goods and/or services to the customer and receipt of payment is less than one year , the Company does not separately account for a financing component in its contracts with customers. Unbilled receivables represent contract assets that arise when the Company has partially performed under a contract but is not yet able to invoice the customer until the Company has made additional progress. Unbilled receivables arose from the distribution and production agreements for which the Company recognized revenue over time, as the Company bills for these arrangements upon product delivery, while revenue was recognized, as described above, as costs were incurred. Unbilled receivables may arise as much as three months before billing is expected to occur. Unbilled receivables are generally expected to be generated in the first and second fiscal quarters, and to be billed in the second, third and fourth fiscal quarters. Losses on accounts receivable and unbilled receivables are recognized if and when it becomes probable that amounts will not be paid. These losses are reversed in subsequent periods if these amounts are paid. During the three months ended September 30, 2022, the Company recognized a gain on amounts previously written off to bad debt expense of $ 155,421 . Deferred revenue represents payments received from customers in advance of completion of the Company's performance obligation. During the three months ended September 30, 2022, the Company recognized $ 0.6 million of revenue that was included in the deferred balance as of June 30, 2022. During the three months ended September 30, 2021, the Company recognized $ 0.2 million of revenue that was included in the deferred balance as of June 30, 2021. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 5 – GOODWILL AND INTANGIBLE ASSETS During the fourth quarter of the fiscal year ended June 30, 2022, the Company had a sustained decline in market valuation of its common stock, thereby triggering a potential indicator of goodwill impairment. As a result, the Company initiated a goodwill impairment test for the year ended June 30, 2022. The Company compared the carrying value of its invested capital to estimated fair values at June 30, 2022. The Company estimated the fair value using the market approach and a control premium (based on management’s best estimate) was added. Upon completing the impairment test, the Company determined that the estimated fair value of invested capital was less than the carrying value by approximately 3 %, thus indicating an impairment. The Company recognized a goodwill impairment charge of $ 1.5 million for the year ended June 30, 2022, which represented the entire goodwill balance prior to the impairment charge. The following table summarizes the activity of goodwill for the three months ended September 30, 2022 and the year ended June 30, 2022, respectively. Balance at Additions Impairment Currency Translation Adjustment Balance at Goodwill $ — $ — $ — $ — $ — Balance at Additions Impairment Currency Translation Adjustment Balance at Goodwill $ 1,651,634 $ — $ ( 1,548,324 ) $ ( 103,310 ) $ — For the year ended June 30, 2022, the Company determined there was no impairment on its intangible assets. Intangible assets consist of the following: Balance at Additions Amortization Currency Translation Adjustment Balance at Trade name $ 1,084,791 $ — $ ( 49,481 ) $ ( 11,783 ) $ 1,023,527 Customer relationships 5,499,815 — ( 89,285 ) ( 269,916 ) 5,140,614 Non-compete — — — — — GI customer list 42,983 — ( 1,791 ) — 41,192 Supply agreement 775,241 — ( 18,908 ) — 756,333 Grower relationships 1,331,581 — ( 26,352 ) — 1,305,229 Intellectual property 23,035,925 — ( 346,704 ) — 22,689,221 License agreement 1,986,598 — ( 40,531 ) ( 112,436 ) 1,833,631 Internal use software 338,893 — ( 16,944 ) — 321,949 $ 34,095,827 $ — $ ( 589,996 ) $ ( 394,135 ) $ 33,111,696 Balance at Additions Amortization Currency Translation Adjustment Balance at Trade name $ 1,310,489 $ — $ ( 203,009 ) $ ( 22,689 ) $ 1,084,791 Customer relationships 6,302,591 — ( 373,393 ) ( 429,383 ) 5,499,815 Non-compete 5,058 — ( 5,058 ) — — GI customer list 50,146 — ( 7,163 ) — 42,983 Supply agreement 850,874 — ( 75,633 ) — 775,241 Grower relationships 1,436,988 — ( 105,407 ) — 1,331,581 Intellectual property 24,427,857 — ( 1,391,932 ) — 23,035,925 In process research and development — — — — — License agreement 2,340,269 — ( 172,004 ) ( 181,667 ) 1,986,598 Internal use software 406,670 — ( 67,777 ) — 338,893 $ 37,130,942 $ — $ ( 2,401,376 ) $ ( 633,739 ) $ 34,095,827 Amortization expense totaled $ 589,996 and $ 604,489 for the three months ended September 30, 2022 and 2021, respectively. Estimated aggregate remaining amortization is as follows: 2023 2024 2025 2026 2027 Thereafter Amortization expense $ 1,856,468 $ 2,298,113 $ 2,267,090 $ 2,181,123 $ 2,130,239 $ 22,378,663 |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | NOTE 6 - PROPERTY, PLANT AND EQUIPMENT Components of property, plant and equipment were as follows: As of As of Land and improvements $ 2,243,972 $ 2,265,087 Buildings and improvements 8,065,798 8,119,960 Machinery and equipment 14,931,729 14,972,462 Vehicles 1,073,704 1,085,342 Leasehold improvements 552,810 552,810 Construction in progress 39,473 110,107 Total property, plant and equipment 26,907,486 27,105,768 Less: accumulated depreciation ( 10,703,052 ) ( 10,234,099 ) Property, plant and equipment, net $ 16,204,434 $ 16,871,669 Depreciation expense totaled $ 606,748 and $ 570,510 for the three months ended September 30, 2022 and 2021, respectively. |
Debt
Debt | 3 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 7 - DEBT Total debt outstanding is presented on the consolidated balance sheet as follows: As of As of Current portion of working capital lines of credit CIBC $ 15,778,748 $ 12,804,611 National Australia Bank Limited 24,016,700 338,314 National Australia Bank Limited Overdraft Facility 313,687 — Debt issuance costs ( 310,759 ) ( 464,028 ) Total current portion of working capital lines of credit, net 39,798,376 12,678,897 Long-term portion of working capital lines of credit, less current portion National Australia Bank Limited — 21,703,286 Total long-term portion of working capital lines of credit — 21,703,286 Total working capital lines of credit, net $ 39,798,376 $ 34,382,183 Current portion of long-term debt Finance leases $ 754,818 $ 804,309 Debt issuance costs ( 1,079 ) ( 1,828 ) Term Loan - National Australia 324,550 344,400 Machinery & equipment loans - 273,874 246,547 Machinery & equipment loans - Hyster 11,278 11,834 Vehicle loans - Ford Credit 40,341 40,341 Secured real estate note - Rooster 6,726,376 6,905,995 Debt issuance costs ( 21,545 ) ( 34,815 ) Total current portion, net 8,108,613 8,316,783 Long-term debt, less current portion Finance leases 313,605 500,723 Debt issuance costs — ( 21 ) Term loan - National Australia 2,271,850 2,410,800 Machinery & equipment loans - 1,080,841 963,733 Machinery & equipment loans - Hyster 24,200 28,722 Vehicle loans - Ford Credit 77,343 88,583 Total long-term portion, net 3,767,839 3,992,540 Total debt, net $ 11,876,452 $ 12,309,323 On December 26, 2019 , the Company entered into the CIBC Loan Agreement with CIBC, which originally provided for a $ 35.0 million credit facility, or the CIBC Credit Facility. The CIBC Loan Agreement was subsequently amended on September 22, 2020, December 30, 2020, May 13, 2021, September 27, 2021, May 13, 2022, September 22, 2022 and October 28, 2022. As amended, the CIBC Loan Agreement provides for a total revolving loan commitment of $ 21.0 million. The following is a summary of certain terms of the CIBC Loan Agreement and the CIBC Credit Facility: • Advances under the CIBC Credit Facility are to be used: (i) to finance the Company’s ongoing working capital requirements; and (ii) for general corporate purposes. The Company may also use a portion of borrowings incurred under the CIBC Credit Facility to finance permitted acquisitions and related costs. • All amounts due and owing, including, but not limited to, accrued and unpaid principal and interest due under the CIBC Credit Facility, will be payable in full on December 23, 2022. • The CIBC Credit Facility generally establishes a borrowing base of up to 85 % of eligible domestic accounts receivable ( 90 % of eligible foreign accounts receivable) plus up to the lesser of (i) 65 % of eligible inventory, (ii) 85 % of the appraised net orderly liquidation value of eligible inventory, and (iii) an eligible inventory sublimit of $ 12,000,000 , in each case, subject to lender reserves. • Loans are based on a base rate plus 2.0 % per annum. In the event of a default, at the option of CIBC, the interest rate on all obligations owing will increase by 2 % per annum over the rate otherwise applicable. • The CIBC Credit Facility is secured by a first priority perfected security interest in substantially all of the Borrowers’ (as defined in the CIBC Loan Agreement) assets (subject to certain exceptions), including intellectual property. • The CIBC Loan Agreement contains customary representations and warranties, affirmative and negative covenants and customary events of default that permit CIBC to accelerate the Company’s outstanding obligations under the CIBC Credit Facility, all as set forth in the CIBC Loan Agreement and related documents. The CIBC Credit Facility also contains customary affirmative and negative covenants and events of default. The October 28, 2022 amendment to the CIBC Loan Agreement, among other things, increased (i) the total revolving loan commitment to $ 21.0 million from $ 18.0 million; and (ii) the borrowing base eligible inventory sublimit to $ 12.0 million from $ 9.0 million. As of September 30, 2022, the Company was in compliance with all covenants contained in the CIBC Loan Agreement. As of September 30, 2022, there was approximately $ 2.2 million of unused availability under the CIBC Credit Facility. In November 2017, the Company entered into a secured note financing transaction, or the Loan Transaction, with Conterra for $ 12.5 million in gross proceeds. Pursuant to the Loan Transaction, the Company issued the Rooster Note to Conterra (which was subsequently endorsed to Rooster) in the principal amount of $ 10.4 million, which bears interest at 7.75 % per annum and is secured by a first priority security interest in the property, plant and fixtures located at the Company's Nampa, Idaho production facilities and its Nampa, Idaho research facilities. In January 2021, the Company completed the sale of its Five Points facility which resulted in the Company making a one-time principal pay-down of $ 1,706,845 on the secured real estate note. The final semi-annual principal and interest payment of $ 454,185 was made on July 1, 2022 . On September 22, 2022, the Company entered into an amendment to extend the Rooster Note’s maturity date to December 23, 2022 . The Company is required to make a one-time final payment of approximately $ 6,969,668 on December 23, 2022 . The Company was not in compliance with the total debt coverage ratio as of June 30, 2022; Rooster provided a waiver. On August 15, 2018, the Company completed a sale and leaseback transaction with American AgCredit involving certain equipment located at the Company's Five Points, California and Nampa, Idaho production facilities. Due to its terms, the sale and leaseback transaction was required to be accounted for as a financing arrangement. Accordingly, the proceeds received from American AgCredit were accounted for as proceeds from a debt financing. Under the terms of the transaction: • The Company sold the equipment to American AgCredit for $ 2,106,395 million in proceeds. The proceeds were used to pay off in full a note (in the principal amount of $ 2,081,527 , plus accrued interest of $ 24,868 ) held by Conterra, which had an interest rate of 9.5 % per annum and was secured by, among other things, the equipment. • The Company entered into a lease agreement with American AgCredit relating to the equipment. The lease agreement has a five-year term and provides for monthly lease payments of $ 40,023 (representing an annual interest rate of 5.6 %). At the end of the lease term, the Company will repurchase the equipment for $ 1 . During January 2021, the Company completed the sale of its Five Points facility which triggered the Company making a one-time principal pay down of $ 294,163 on the finance lease agreement. Australian Facilities S&W Australia has debt facilities with NAB, pursuant to an amended and restated finance agreement, entered into on October 24, 2022, as amended on October 25, 2022, or the NAB Finance Agreement, all of which are guaranteed by S&W Seed Company up to a maximum of AUD $ 15,000,000 (USD $ 9,736,500 as of September 30, 2022). As of September 30, 2022, approximately AUD $ 1.4 million (USD $ 0.9 million) remained available for use under the NAB Finance Agreement. Pursuant to the amendments contained in the NAB Finance Agreement, among other things: • the borrowing base line credit limit under S&W Australia’s seasonal credit facility was increased from AUD $ 32,000,000 (USD $ 20,771,200 as of September 30, 2022) to AUD $ 40,000,000 (USD $ 25,964,000 as of September 30, 2022), with a one-year maturity date extension to September 30, 2024; • the overdraft credit limit under S&W Australia’s seasonal credit facility was increased from AUD $ 1,000,000 (USD $ 649,100 as of September 30, 2022) to AUD $ 2,000,000 (USD $ 1,298,200 as of September 30, 2022), with a one-year maturity date extension to September 29, 2023 ; and • the maturity date of S&W Australia’s master asset finance facility was extended by one year to September 29, 2023 . The consolidated debt facilities under the NAB Finance Agreement provide for up to an aggregate of AUD $ 49,000,000 (USD $ 31,805,900 as of September 30, 2022) of credit, and include the following: • S&W Australia finances the purchase of most of its seed inventory from growers pursuant to a seasonal credit facility comprised of two facility lines: (i) an overdraft facility having a credit limit of AUD $ 2,000,000 (USD $ 1,298,200 as of September 30, 2022) and (ii) a borrowing base line having a credit limit of AUD $ 40,000,000 (USD $ 25,964,000 as of September 30, 2022). As of September 30, 2022, the borrowing base line accrued interest on Australian dollar drawings at approximately 6.43 % per annum calculated daily. The borrowing base line permits S&W Australia to borrow funds on a revolving line of credit up to the credit limit. Interest accrues daily and is calculated by applying the daily interest rate to the balance owing at the end of the day and is payable monthly in arrears. As of September 30, 2022, the borrowing base line accrued interest at approximately 7.22 % per annum calculated daily. As of September 30, 2022, AUD $ 37,483,264 (USD $ 24,330,387 ) was outstanding under S&W Australia’s seasonal credit facility with NAB, which is secured by a fixed and floating lien over all the present and future rights, property, and undertakings of S&W Australia. • S&W Australia has a flexible term rate loan, in the amount of AUD $ 4,000,000 (USD $ 2,596,400 as of September 30, 2022). Required annual principal payments of AUD $ 500,000 (USD $ 324,550 as of September 30, 2022) on the term loan commenced on November 30, 2020 , with the remainder of any unpaid balance becoming due on May 31, 2026 . Monthly interest amounts outstanding under the term loan are payable in arrears at a floating rate quoted by NAB for the applicable pricing period, plus 2.6 %. The term loan is secured by a lien on all the present and future rights, property and undertakings of S&W Australia. • S&W Australia finances certain equipment purchases under a master asset finance facility with NAB. The master asset finance facility has various maturity dates through 2029 and have interest rates ranging from 2.86 % to 6.61 %. The credit limit under the facility is AUD $ 3,000,000 (USD $ 1,947,300 as of September 30, 2022). As of September 30, 2022, AUD $ 2,087,067 (USD $ 1,354,715 ) was outstanding under S&W Australia’s master asset finance facility. S&W Australia was in compliance with all debt covenants under the debt facilities under its loan agreement with NAB as of September 30, 2022. Pursuant to the NAB Finance Agreement in effect after September 30, 2022, the Company must comply with an undertaking that requires the Company to maintain a net related entity position of not more than AUD $ 25,000,000 . Accordingly, the Company’s ability to comply with this undertaking is subject to fluctuations in foreign currency conversion rates, which are outside of the Company’s control. Due to recent fluctuations in foreign currency conversion rates, the Company is currently not in compliance with this undertaking. Although the Company is currently in discussions with NAB to revise how compliance with this undertaking is measured, there can be no assurances that the Company will be able to secure an amendment to the NAB Finance Agreement or regain compliance with this undertaking. MFP Loan Agreement On September 22, 2022, the Company’s largest stockholder, MFP Partners, L.P., or MFP, provided a letter of credit, issued by JPMorgan Chase Bank, N.A. for the account of MFP, with an initial face amount of $ 9,000,000 , or the MFP Letter of Credit, for the benefit of CIBC, as additional collateral to support the Company’s obligations under the CIBC Loan Agreement. The MFP Letter of Credit matures on January 23, 2023 , one month after the maturity date of the CIBC Loan Agreement. On October 28, 2022 MFP amended the MFP Letter of Credit to increase the face amount from $ 9,000,000 to $ 12,000,000 , in order to provide collateral to support the Company's obligations under the CIBC Loan Agreement. Concurrently, on September 22, 2022, the Company entered into a Subordinate Loan and Security Agreement, or the MFP Loan Agreement, with MFP, pursuant to which any draw CIBC may make on the MFP Letter of Credit will be deemed to be a term loan advance made by MFP to the Company. The MFP Loan Agreement initially provided for up to $ 9,000,000 of term loan advances. On October 28, 2022, the MFP Loan Agreement was amended to increase the maximum amount of term loan advances available to the Company under the MFP Loan Agreement from $ 9,000,000 to $ 12,000,000 . As of September 30, 2022, no amounts were outstanding under the MFP Loan Agreement. The MFP Loan Agreement will mature on November 30, 2025 . Pursuant to the MFP Loan Agreement, the Company will pay to MFP a cash fee through the maturity date of the MFP Letter of Credit equal to 3.50 % per annum on all amounts remaining undrawn under the MFP Letter of Credit. In the event any term advances are deemed made under the MFP Loan Agreement, such advances will bear interest at a rate per annum equal to term SOFR (with a floor of 1.25 %) plus 9.25 %, half of which will be payable in cash on the last day of each fiscal quarter and half of which will accrue as payment in kind interest payable on the maturity date, unless, with respect to any quarterly payment date, the Company elects to pay such interest in cash. The MFP Loan Agreement includes customary affirmative and negative covenants and events of default. The MFP Loan Agreement is secured by substantially all of the Company’s assets and is subordinated to the CIBC Loan Agreement. Upon the occurrence and during the continuance of an event of default, MFP may declare all outstanding obligations under the MFP Loan Agreement immediately due and payable and take such other actions as set forth in the MFP Loan Agreement. On September 22, 2022, in connection with the Company's entry into the MFP Loan Agreement, the Company issued to MFP a warrant, or the MFP Warrant, to purchase 500,000 shares of the Company’s Common Stock, at an exercise price of $ 1.60 per share (subject to adjustment in connection with any stock dividends and splits, distributions with respect to common stock and certain fundamental transactions). The MFP Warrant will expire five years from the date of issuance. The $ 146,474 fair value of the warrant was determined using the Black-Scholes-Merton model and recorded in the consolidated statements of stockholders’ equity. The fair value of the MFP Warrant will be recognized as a component of interest expense over the term of the MFP Loan Agreement. The annual maturities of short-term and long-term debt are as follows: Fiscal Year Amount 2023 $ 7,949,167 2024 986,564 2025 683,719 2026 1,941,163 2027 156,501 Thereafter 181,962 Total $ 11,899,076 |
Foreign Currency Contracts
Foreign Currency Contracts | 3 Months Ended |
Sep. 30, 2022 | |
Foreign Currency [Abstract] | |
FOREIGN CURRENCY CONTRACTS | NOTE 8 - FOREIGN CURRENCY CONTRACTS The Company’s subsidiary, S&W Australia, is exposed to foreign currency exchange rate fluctuations in the normal course of its business, which the Company manages through the use of foreign currency forward contracts. These foreign currency contracts are not designated as hedging instruments; accordingly, changes in the fair value are recorded in current period earnings. These foreign currency contracts had a notional value of $ 17,149,868 at September 30, 2022, with maturities ranging from October 2022 to June 2023 . The Company records an asset or liability on the consolidated balance sheet for the fair value of the foreign currency forward contracts. The foreign currency contract liabilities totaled $ 1,421,980 at September 30, 2022 and foreign currency contract liabilities totaled $ 996,106 at June 30, 2022. The Company recorded a loss on foreign exchange contracts of $ 503,985 and a loss on foreign exchange contracts of $ 238,803 , for the three months ended September 30, 2022 and 2021, respectively, which are reflected in cost of revenue. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 - COMMITMENTS AND CONTINGENCIES Contingencies Based on information currently available, management is not aware of any other matters that would have a material adverse effect on the Company's financial condition, results of operations or cash flows. Legal Matters The Company may be subject to various legal proceedings from time to time. The results of any future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors. Any current litigation is considered immaterial and counter claims have been assessed as remote. |
Equity-Based Compensation
Equity-Based Compensation | 3 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
EQUITY-BASED COMPENSATION | NOTE 11 - EQUITY-BASED COMPENSATION Equity Incentive Plans In October 2009 and January 2010, the Company's board of directors and stockholders, respectively, approved the 2009 Equity Incentive Plan, or as amended and/or restated from time to time, the 2009 Plan. The 2009 Plan authorized the grant and issuance of options, restricted shares and other equity compensation to the Company's directors, employees, officers and consultants, and those of the Company's subsidiaries and parent, if any. In October 2012 and December 2012, the Company's board of directors and stockholders, respectively, approved the amendment and restatement of the 2009 Plan, including an increase in the number of shares available for issuance as grants and awards under the 2009 Plan to 1,250,000 shares. In September 2013 and December 2013, the Company's board of directors and stockholders, respectively, approved the amendment and restatement of the 2009 Plan, including an increase in the number of shares available for issuance as grants and awards under the Plan to 1,700,000 shares. In September 2015 and December 2015, the Company's board of directors and stockholders, respectively, approved the amendment and restatement of the 2009 Plan, including an increase in the number of shares available for issuance as grants and awards under the Plan to 2,450,000 shares. In December 2018 and January 2019, the Company's board of directors and stockholders, respectively, approved the 2019 Equity Incentive Plan, or the 2019 Plan, as a successor to and continuation of the 2009 Plan. In October 2020 and December 2020, the Company’s board of directors and stockholders approved, respectively, the amendment to the 2019 Plan to increase the number of shares available for issues as grants and awards by 4,000,000 shares. Subject to adjustment for certain changes in the Company's capitalization, the aggregate number of shares of the Company's common stock that may be issued under the 2019 Plan, as amended, will not exceed 8,243,790 shares, which is the sum of (i) 4,000,000 new shares, (ii) 2,750,000 additional shares that were reserved as of the effective date of the 2019 Plan, (iii) 350,343 shares (the number of unallocated shares that were available for grant under the 2009 Plan as of January 16, 2019, the effective date of the 2019 Plan), and (iv) 1,143,447 shares, which is the number of shares subject to outstanding stock awards granted under the 2009 Plan that on or after the effective date of the 2019 Plan may expire or terminate for any reason prior to exercise or settlement, are forfeited because of the failure to meet a contingency or condition required to vest such shares or otherwise return to us, or are reacquired, withheld or not issued to satisfy a tax withholding obligation in connection with an award or to satisfy the purchase price or exercise price of a stock award. The term of incentive stock options granted under the Company’s equity incentive plans may not exceed ten years , or five years for incentive stock options granted to an optionee owning more than 10% of the Company's voting stock. The exercise price of options granted under the Company’s equity incentive plans must be equal to or greater than the fair market value of the shares of the common stock on the date the option is granted. An incentive stock option granted to an optionee owning more than 10 % of voting stock must have an exercise price equal to or greater than 110 % of the fair market value of the common stock on the date the option is granted. The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. Stock options issued to non-employees are accounted for at their estimated fair value. The fair value of options granted to non-employees is re-measured as they vest. The Company amortizes stock-based compensation expense on a straight-line basis over the requisite service period. The Company utilizes a Black-Scholes-Merton option pricing model, which includes assumptions regarding the risk-free interest rate, dividend yield, life of the award, and the volatility of the Company's common stock to estimate the fair value of employee options grants. Weighted-average assumptions used in the Black-Scholes-Merton model are set forth below: As of As of Risk free rate N/A N/A Dividend yield N/A N/A Volatility N/A N/A Average forfeiture assumptions N/A N/A During the three months ended September 30, 2022 and 2021, the Company did no t grant options to its directors, certain members of the executive management team and other employees. A summary of stock option activity for the three months ended September 30, 2022 and the year ended June 30, 2022 is presented below: Number Weighted - Weighted- Aggregate Outstanding at June 30, 2021 3,776,568 $ 2.65 8.0 $ 3,962,766 Granted 994,725 2.63 Exercised ( 38,774 ) 2.33 Canceled/forfeited/expired ( 95,419 ) 2.82 Outstanding at June 30, 2022 4,637,100 2.64 6.6 — Granted — — Exercised — — Canceled/forfeited/expired ( 125,307 ) 2.62 Outstanding at September 30, 2022 4,511,793 2.64 5.8 — Options vested and exercisable at September 30, 2022 3,527,758 $ 2.68 5.1 $ — Options vested and expected to vest as of 4,507,581 2.64 5.8 — There were no options granted for the three months ended September 30, 2022. At September 30, 2022, the Company had $ 796,441 of unrecognized stock compensation expense, net of estimated forfeitures, related to the options under the 2009 Plan and 2019 Plan, which will be recognized over the weighted average remaining service period of 1.72 years. The Company settles employee stock option exercises with newly issued shares of common stock. There were no restricted stock units granted during the three months ended September 30, 2022 and 2021. The Company recorded $ 173,994 and $ 171,524 of stock-based compensation expense associated with grants of restricted stock units during the three months ended September 30, 2022 and 2021, respectively. A summary of activity related to non-vested restricted stock units is presented below: Number of Nonvested Weighted-Average Weighted-Average Nonvested restricted units outstanding at June 30, 2021 361,570 $ 2.51 1.3 Granted 304,421 2.78 2.4 Vested ( 391,036 ) 2.62 — Forfeited ( 7,036 ) 2.35 — Nonvested restricted units outstanding at June 30, 2022 267,919 2.66 1.2 Granted — — — Vested ( 30,332 ) 2.44 — Forfeited ( 8,750 ) 2.50 — Nonvested restricted units outstanding at September 30, 2022 228,837 2.70 1.2 At September 30, 2022, the Company had $ 251,317 of unrecognized stock compensation expense related to the restricted stock units, which will be recognized over the weighted average remaining service period of 1.19 years. At September 30, 2022, there were 2,691,979 shares available under the 2019 Plan for future grants and awards. Stock-based compensation expense recorded for stock options, restricted stock grants and restricted stock units for the three months ended September 30, 2022 and 2021, totaled $ 456,112 and $ 394,312 , respectively. |
Series B Convertible Preferred
Series B Convertible Preferred Stock | 3 Months Ended |
Sep. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Series B Convertible Preferred Stock | NOTE 12 – SERIES B CONVERTIBLE PREFERRED STOCK On February 18, 2022, the Company entered into a Securities Purchase Agreement, or the Purchase Agreement, with MFP, pursuant to which the Company sold and issued to MFP, in a private placement, 1,695 shares of its Series B Redeemable Convertible Non-Voting Preferred Stock, par value $ 0.001 per share, or the Series B Preferred Stock, and an accompanying warrant, or the Warrant, to purchase up to 559,350 shares of the Company’s Common Stock at a combined unit price of $ 2,950 per share, or the Stated Value, for aggregate gross proceeds of approximately $ 5.0 million. The Warrant first becomes exercisable on the date that is six months after the date of issuance, at an exercise price of $ 5.00 per share (subject to adjustment in connection with any stock dividends and splits, distributions with respect to Common Stock and certain fundamental transactions as described in the Warrant) and will expire five years from the date it first becomes exercisable. The Series B Preferred Stock is initially convertible into shares of Common Stock at the rate of 1,000 shares of Common Stock per share of Series B Preferred Stock, at any time at the option of the holder of such shares, subject to the following limitations: (i) unless a holder was a stockholder of the Company as of February 18, 2022 (in which case such limitation shall not apply), the Company shall not affect any conversion of Series B Preferred Stock to the extent that, after giving effect to an attempted conversion, such holder, together with its affiliates, would beneficially own a number of shares of Common Stock in excess of 4.99 % of the total number of shares of Common Stock outstanding immediately after giving effect to the issuance of such shares, which limit may be decreased or increased (not to exceed 19.99 %) upon written notice to the Company, with any increase not becoming effective until at least 61 days after such notice; (ii) a holder may not acquire shares of Common Stock upon conversion of Series B Preferred Stock if such conversion would result in the total number of shares of Common Stock issued or issuable upon conversion or exercise of the securities issued pursuant to the Purchase Agreement to exceed 7,777,652 shares, or 19.99 % of the outstanding shares of Common Stock as of the date of the Purchase Agreement; and (iii) to the extent Nasdaq Listing Rule 5635(c) is applicable or deemed applicable to a holder, such holder may not acquire shares of Common Stock upon conversion of Series B Preferred Stock that would exceed the maximum number of all shares of Common Stock that could be issued by the Company to such holder without requiring stockholder approval pursuant to Nasdaq Listing Rule 5635(c). Upon receiving shareholder approval of a proposal to be submitted to the shareholders of the Company for the purpose of approving the transactions contemplated by the Purchase Agreement, pursuant to Nasdaq Listing Rules 5635(a), (c) and (d), the foregoing limitations in (ii) and (iii) above shall no longer have any force or effect. A holder of Series B Preferred Stock is entitled to receive cumulative cash dividends of 5 % per annum, payable semi-annually in arrears on the last day of March and September of each calendar year. In lieu of paying such cash dividends, the Company may elect to add an amount to the Stated Value, provided that the dividend rate shall be 7 % per annum, calculated semi-annually in arrears on the last day of March and September of each calendar year. A holder of Series B Preferred Stock is also entitled to receive any dividend declared and paid to holders of the Common Stock as if such Series B Preferred Stock had been converted into Common Stock. In addition, a holder of Series B Preferred Stock is entitled to a liquidation preference equal to the greater of (i) the Stated Value, plus any cash dividends accrued but unpaid thereon, and (ii) the payment such holder would have received had the Series B Preferred Stock been converted into shares of Common Stock immediately prior to such liquidation event. Unless prohibited by Nevada law governing distributions to stockholders, the Series B Preferred Stock is redeemable, at any time after August 18, 2025, upon written request from the holders of a majority of the outstanding shares of Series B Preferred Stock, at a price equal to the Stated Value, plus any cash dividends accrued but unpaid thereon. The Series B Preferred Stock is non-voting except with respect to certain matters affecting the Series B Preferred Stock. In addition, the approval of a majority of the outstanding shares of Series B Preferred Stock is required if after February 18, 2022 the Company seeks to issue Common Stock, pursuant to the Sales Agreement, dated September 27, 2021, between the Company and B. Riley Securities, for cumulative gross proceeds in excess of $ 6.1 million. Since the holder has the option to redeem their shares of Series B Preferred Stock at any time after August 18, 2025, the stock is considered contingently redeemable and, accordingly, is classified as temporary equity, net of the relative fair value assigned to the warrant of $ 361,729 recorded in the unaudited consolidated statement of stockholders ’ equity as of September 30, 2022. Over the initial 42 -month term the $ 4,638,521 relative fair value of the Series B Preferred Stock will be accreted to its redemption value of $ 5,000,250 . Dividends will be accrued and recognized through retained earnings. The following summarizes changes to our Series B Preferred Stock: Balance at June 30, 2021 $ — Issuance of preferred stock 4,638,521 Dividends accrued 127,541 Accretion of discount for warrants 38,757 Balance at June 30, 2022 4,804,819 Issuance of preferred stock — Dividends accrued 88,223 Accretion of discount for warrants 25,838 Balance at September 30, 2022 $ 4,918,880 |
Equity
Equity | 3 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
EQUITY | NOTE 10 – EQUITY On September 23, 2020, the Company entered into an At Market Issuance Sales Agreement, or the ATM Agreement, with B. Riley Securities, Inc., or B. Riley, under which the Company may offer and sell from time to time, at its sole discretion, shares of its common stock having an aggregate offering price of up to $ 14.0 million through B. Riley as its sales agent. The Company agreed to pay B. Riley a commission of 3.5 % of the gross proceeds of the sales price per share of any common stock sold through B. Riley under the ATM Agreement. For the year ended June 30, 2021, the Company received gross proceeds of approximately $ 10.9 million from the sale of 3,008,015 shares of its common stock pursuant to the ATM Agreement. On September 27, 2021, the Company entered into an amendment to the ATM Agreement, under which the aggregate offering price was increased from $ 14.0 million to $ 17.1 million. For the three months ended September 30, 2021, the Company received gross proceeds of approximately $ 2,586 from the sale of 848 shares of its common stock pursuant to the ATM Agreement. No sales were made pursuant to the ATM Agreement during the three months ended September 30, 2022. On May 17, 2022, the Company amended the ATM Agreement to increase the aggregate offering price to $ 24.6 million. As of September 30, 2022, the Company had $ 6.3 million remaining under the ATM Agreement. On October 14, 2021, the Company entered into a Securities Purchase Agreement with MFP Partners, L.P., or MFP, the Company’s largest stockholder, Starlight 4, LLLP, an entity affiliated with Mark W. Wong, the Company’s Chief Executive Officer and a member of its board of directors, Alan D. Willits, a member of its board of directors, and Charles B. Seidler and Robert Straus, each then a member of its board of directors, pursuant to which the Company sold and issued an aggregate of 1,847,343 shares of its common stock at a purchase price of $ 2.73 per share, for aggregate gross proceeds of approximately $ 5.0 million. Alexander C. Matina, a member of the Company’s board of directors, is Vice President of Investments of the general partner of MFP. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS On October 24, 2022, S&W Australia and NAB entered into an amended and restated finance agreement, pursuant to which, among other things: • the borrowing base line credit limit under S&W Australia’s seasonal credit facility was increased from AUD $ 32,000,000 (USD $ 20,771,200 as of September 30, 2022) to AUD $ 40,000,000 (USD $ 25,964,000 as of September 30, 2022), with a one-year maturity date extension to September 30, 2024 ; • the overdraft credit limit under S&W Australia’s seasonal credit facility was increased from AUD $ 1,000,000 (USD $ 649,100 as of September 30, 2022) to AUD $ 2,000,000 (USD $ 1,298,200 as of September 30, 2022), with a one-year maturity date extension to September 29, 2023 ; and • the maturity date of S&W Australia’s master asset finance facility was extended by one year to September 29, 2023 . The NAB Finance Agreement, inclusive of the October 25, 2022 amendment, includes an undertaking that requires the Company to maintain a net related entity position of not more than AUD $ 25,000,000 . Accordingly, the Company’s ability to comply with this undertaking is subject to fluctuations in foreign currency conversion rates, which are outside of the Company’s control. Due to recent fluctuations in foreign currency conversion rates, the Company is currently not in compliance with this undertaking. Although the Company is currently in discussions with NAB to revise how compliance with this undertaking is measured, there can be no assurances that the Company will be able to secure an amendment to the NAB Finance Agreement or regain compliance with this undertaking. On October 28, 2022, the Company amended the CIBC Loan Agreement, which increased (i) the total revolving loan commitment provided under the CIBC Loan Agreement from $ 18,000,000 to $ 21,000,000 and (ii) the borrowing base eligible inventory sublimit from $ 9,000,000 to $ 12,000,000 . On October 28, 2022, MFP amended the MFP Letter of Credit to increase the face amount from $ 9,000,000 to $ 12,000,000 , as additional collateral to support the Company’s obligations under the CIBC Loan Agreement. Concurrently, on October 28, 2022, the Company amended the MFP Loan Agreement to increase the maximum amount of term loan advances available to the Company from $ 9,000,000 to $ 12,000,000 . On October 28, 2022, in connection with the amendment to the MFP Loan Agreement, the Company issued to MFP a warrant, or the Additional MFP Warrant, to purchase 166,700 shares of the Company’s Common Stock, at an exercise price of $ 1.60 per share (subject to adjustment in connection with any stock dividends and splits, distributions with respect to common stock and certain fundamental transactions). The Additional MFP Warrant will expire five years from the date of issuance. MFP is the Company’s largest shareholder. One of the Company’s directors, Alexander C. Matina, is Vice President and Portfolio Manager of MFP Investors LLC, the general partner of MFP. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of S&W Seed Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles, or GAAP, and include the assets, liabilities, revenue and expenses of all wholly-owned subsidiaries and majority-owned subsidiaries over which the Company's exercises control. Outside stockholders' interests in subsidiaries are shown on the condensed consolidated financial statements as Noncontrolling interests. The Company owns 50.1 % of SeedVision, which is a variable interest entity as defined in ASC 810-10, Consolidation, because no substantive equity contributions have been made to it, and SeedVision is being funded through advances, as needed, from its investors. The Company has concluded that it is the primary beneficiary of SeedVision because it has the power, through a tie-breaking vote on the board of directors, to direct the sales and marketing activities of SeedVision, which are considered to be the activities that have the greatest impact on the future economic performance of SeedVision. The Company owns 51.0 % of Sorghum Solutions South Africa, which is a variable interest entity as defined in ASC 810-10, Consolidation, because no substantive equity contributions have been made to it, and Sorghum Solutions South Africa is being funded through advances, as needed, from its investors. The Company has concluded that it is the primary beneficiary of Sorghum Solutions South Africa because it has the power, through a tie-breaking vote on the board of directors, to direct the sales and marketing activities of Sorghum Solutions South Africa, which are considered to be the activities that have the greatest impact on the future economic performance of Sorghum Solutions South Africa. Because the Company is its primary beneficiary, SeedVision's and Sorghum Solutions South Africa’s financial results are included in these financial statements. The Company recorded a combined $ 0.4 million of current assets (restricted) and $ 27,762 of current liabilities (nonrecourse) for these entities in our consolidated balance sheet as of September 30, 2022. The Company recorded a combined $ 0.5 million of current assets (restricted) and $ 31,307 of current liabilities (nonrecourse) for these entities in its consolidated balance sheet as of June 30, 2022. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The Company has prepared the accompanying consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission, or SEC, for interim financial reporting. These consolidated financial statements are unaudited and, in the Company’s opinion, include all adjustments, consisting of normal recurring adjustments and accruals, necessary for a fair presentation of the Company’s consolidated balance sheets, statements of operations, comprehensive income (loss), cash flows and stockholders’ equity for the periods presented. Operating results for the periods presented are not necessarily indicative of the results to be expected for the full year ending June 30, 2023. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted in accordance with the rules and regulations of the SEC. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Annual Report, as filed with the SEC. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates are adjusted to reflect actual experience when necessary. Significant estimates and assumptions affect many items in the financial statements. These include allowance for doubtful trade receivables, inventory valuation, asset impairments, provisions for income taxes, grower accruals (an estimate of amounts payable to farmers who grow seed for the Company), contingent consideration obligations, contingencies and litigation. Significant estimates and assumptions are also used to establish the fair value and useful lives of depreciable tangible and certain intangible assets, goodwill as well as valuing stock-based compensation. Actual results may differ from those estimates and assumptions, and such results may affect income, financial position or cash flows. Certain adverse geopolitical and macroeconomic events, such as the continued impact of COVID-19, the ongoing conflict between Ukraine and Russia and related sanctions, and uncertain market conditions, including higher inflation and supply chain disruptions, have, among other things, negatively impacted the global economy, created significant volatility and disruption of financial markets, and significantly increased economic and demand uncertainty. The Company believes the estimates and assumptions underlying the accompanying consolidated financial statements are reasonable and supportable based on the information available at the time the financial statements were prepared. However, uncertainty over the impact COVID-19 will have on the global economy and the Company’s business in particular makes many of the estimates and assumptions reflected in these consolidated financial statements inherently less certain. Therefore, actual results may ultimately differ from those estimates to a greater degree than historically. |
Certain Risks and Concentrations | Certain Risks and Concentrations The Company’s revenue is principally derived from the sale of seed, the market for which is highly competitive. One customer accounted for 16 % of its revenue for the three months ended September 30, 2022 and no single customer accounted for more than 10 % of its revenue for the three months ended September 30, 2021. No customer accounted for more than 10 % of the Company’s accounts receivable as of June 30, 2022 and September 30, 2022. The Company sells a substantial portion of its products to international customers. Sales to international markets represented 79 % and 76 % of revenue during the three months ended September 30, 2022 and 2021, respectively. The net book value of fixed assets located outside the United States was 21 % and 22 % of total fixed assets at September 30, 2022 and June 30, 2022, respectively. Cash balances located outside of the United States may not be insured and totaled $ 195,158 and $ 811,551 at September 30, 2022 and June 30, 2022, respectively. The following table shows revenue from external sources by destination country: Three Months Ended September 30, 2022 2021 Saudi Arabia $ 5,172,286 26 % $ 3,467,210 22 % United States 4,260,754 21 % 3,665,328 24 % Libya 2,998,047 15 % 1,044,000 7 % Australia 2,557,732 13 % 3,434,005 22 % Pakistan 821,620 4 % 164,055 1 % Sudan 802,044 4 % 819,618 5 % Algeria 754,680 4 % — — Mexico 731,100 4 % 228,420 2 % China 468,500 2 % 473,125 3 % Argentina 362,978 2 % 350,839 2 % Other 936,124 5 % 1,885,082 12 % Total revenue $ 19,865,865 100 % $ 15,531,682 100 % |
Liquidity and Capital Resources | Liquidity and Capital Resources The Company is monitoring the impact of adverse geopolitical and macroeconomic events, including the COVID-19 pandemic and the ongoing military conflict between Russia and Ukraine and related sanctions, and uncertain market conditions, including higher inflation and supply chain disruptions, on its business, including its results of operations and financial condition. The Company’s sales efforts historically involved significant in-person interaction with potential customers and distributors. Throughout the COVID-19 pandemic, many national, state and local governments in its target markets implemented various stay-at-home, shelter-in-place and other quarantine measures. As a result, the Company shifted its sales activities to video conferencing and similar customer interaction models and continues to evaluate its sales approach, but the Company found these alternative approaches to generally be less effective than in-person sales efforts. In particular, regular in-person customer interactions did not resume until February 2022 in some locations where the Company operates. If ongoing measures to protect against COVID-19 are reinstated during the fiscal 2023 sales season, the Company may experience similar negative impacts that it experienced during the fiscal 2021 and 2022 sales seasons. Following the recent invasion of Ukraine by Russia, the U.S. and global financial markets experienced volatility, which has led to disruptions to trade, commerce, pricing stability, credit availability, supply chain continuity and reduced access to liquidity globally. In response to the invasion, the United States, United Kingdom and European Union, along with others, imposed significant new sanctions and export controls against Russia, Russian banks and certain Russian individuals and may implement additional sanctions or take further punitive actions in the future. The full economic and social impact of the sanctions imposed on Russia and possible future punitive measures that may be implemented, as well as the counter measures imposed by Russia, in addition to the ongoing military conflict between Ukraine and Russia and related sanctions, which could conceivably expand into the surrounding region, remains uncertain; however, both the conflict and related sanctions have resulted and could continue to result in disruptions to trade, commerce, pricing stability, credit availability, supply chain continuity and reduced access to liquidity on acceptable terms, in both Europe and globally, and has introduced significant uncertainty into global markets. As a result, the Company’s business, including its ability to deliver seed and timely receive payment from customers, and access to capital may be adversely affected by the ongoing military conflict between Ukraine and Russia and related sanctions, particularly to the extent it escalates to involve additional countries, further economic sanctions or wider military conflict. In addition, the Company’s product revenue is predicated on its ability to timely fulfill customer orders, which depends in large part upon the consistent availability and operation of shipping and distribution networks operated by third parties. Farmers typically have a limited window during which they can plant seed, and their buying decisions can be shaped by actual or perceived disruptions in the Company’s distribution and supply channels. If the Company’s customers delay or decrease their orders due to potential disruptions in its distribution and supply channels, or if the Company is unable to timely fulfill their orders, this would adversely affect the Company’s product revenue. During the year ended June 30, 2022 and the three months ended September 30, 2022, the Company experienced numerous logistical challenges due to limited availability of trucks for product deliveries, congestion at the ports, and overall increases in shipping and transportation costs, which the Company attributes to the COVID-19 pandemic and the general disruptions from the ongoing conflict between Ukraine and Russia and related sanctions. The Company expects these logistical challenges to persist throughout fiscal 2023, which may, among other things, delay or reduce its ability to recognize revenue within a particular fiscal period and harm its results of operations. Given the level of uncertainty regarding the duration and broader impact of these adverse geopolitical and macroeconomic events, the Company is unable to fully assess the extent of their impact on the Company’s operations. For the three months ended September 30, 2022, we reported a net loss of $ 4.5 million and net cash used in operations of $ 7.3 million. At September 30, 2022, we had cash on hand of $ 1.2 million. The Company’s Loan and Security Agreement, dated December 26, 2019, or the CIBC Loan Agreement, with CIBC Bank USA, or CIBC, and the secured promissory note, or Rooster Note, that it executed in favor of Conterra Agriculture Capital, LLC, or Conterra, and subsequently endorsed to Rooster Capital, LLC, or Rooster, which matures on December 23, 2022 , and its debt facilities with National Australia Bank, or NAB, contain various operating and financial covenants (See Note 7). Adverse geopolitical and macroeconomic events and other factors affecting the Company’s results of operations have increased the risk of the Company’s inability to comply with these covenants, which could result in acceleration of its repayment obligations and foreclosure on its pledged assets. For example, the Company was not in compliance with certain covenants in the CIBC Loan Agreement and the Rooster Note as of June 30, 2021, December 31, 2021, March 31, 2022, June 15, 2022 and June 30, 2022, and was required to obtain waivers and/or amendments from CIBC and Rooster. In particular, the CIBC Loan Agreement as presently in effect requires the Company to maintain minimum liquidity of no less than $ 1,000,000 , and the NAB Finance Agreement (as defined below) includes an undertaking that requires the Company to maintain a net related entity position of not more than AUD $ 25,000,000 . Accordingly, the Company’s ability to comply with this undertaking is subject to fluctuations in foreign currency conversion rates, which are outside of the Company’s control. Due to recent fluctuations in foreign currency conversion rates, the Company is currently not in compliance with this undertaking. Although the Company is currently in discussions with NAB to revise how compliance with this undertaking is measured, there can be no assurances that the Company will be able to secure an amendment to the NAB Finance Agreement or regain compliance with this undertaking. The Company is actively pursuing refinancing of the CIBC Loan Agreement and the Rooster Note. There can be no assurance the Company will be successful in raising additional capital, securing future waivers and/or amendments from its lenders, renewing or refinancing its existing debt or securing new financing. If the Company is unsuccessful in doing so, it may need to reduce the scope of its operations, repay amounts owing to its lenders or sell certain assets. The Company is also exploring strategic alternatives for underutilized assets, including plans to enter the camelina market as a seed and technology provider. These operating and liquidity factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company’s consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
International Operations | International Operations The Company translates its foreign operations’ assets and liabilities denominated in foreign currencies into U.S. dollars at the current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded in the cumulative translation account, a component of accumulated other comprehensive income (loss). Gains or losses from foreign currency transactions are included in the consolidated statement of operations, and included approximately $ 1.0 million benefit to cost of revenues and $ 0.2 million foreign currency loss to other (income) expense for the three months ended September 30, 2022. |
Cost of Revenue | Cost of Revenue The Company records purchasing and receiving costs, inspection costs and warehousing costs in cost of revenue. When the Company is required to pay for outward freight and/or the costs incurred to deliver products to its customers, the costs are included in cost of revenue. |
Cash and Cash Equivalents | Cash and Cash Equivalents For financial statement presentation purposes, the Company considers time deposits, certificates of deposit and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. At times, cash and cash equivalents balances exceed amounts insured by the Federal Deposit Insurance Corporation. |
Accounts Receivable | Accounts Receivable The Company provides an allowance for doubtful trade receivables equal to the estimated uncollectible amounts. That estimate is based on historical collection experience, current economic and market conditions and a review of the current status of each customer’s trade accounts receivable. The allowance for doubtful trade receivables was $ 80,743 and $ 233,927 at September 30, 2022 and June 30, 2022, respectively. |
Inventories | Inventories Inventories consist of seed and packaging materials. Inventories are stated at the lower of cost or net realizable value, and an inventory reserve permanently reduces the cost basis of inventory. Inventories are valued as follows: Actual cost is used to value raw materials such as packaging materials, as well as goods in process. Costs for substantially all finished goods, which include the cost of carryover crops from the previous year, are valued at actual cost. Actual cost for finished goods includes plant conditioning and packaging costs, direct labor and raw materials and manufacturing overhead costs based on normal capacity. The Company records abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage) as current period charges and allocates fixed production overhead to the costs of finished goods based on the normal capacity of the production facilities. Inventory is periodically reviewed to determine if it is marketable, obsolete, or impaired. Inventory that is determined to be obsolete or impaired is written off to expense at the time the impairment is identified. Inventory quality is a function of germination percentage. Our experience has shown that our alfalfa seed quality tends to be stable under proper storage conditions; therefore, we do not view inventory obsolescence for alfalfa seed as a material concern. Hybrid crops (sorghum and sunflower) seed quality may be affected by warehouse storage pests such as insects and rodents. The Company maintains a strict pest control program to mitigate risk and maximize hybrid seed quality. Components of inventory are as follows: As of As of Raw materials and supplies $ 3,138,774 $ 2,645,764 Work in progress 8,345,528 6,677,980 Finished goods 38,346,894 45,192,150 Inventories, net $ 49,831,196 $ 54,515,894 |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment is depreciated using the straight-line method over the estimated useful life of the asset - periods of 5 - 35 years for buildings, 2 - 20 years for machinery and equipment, and 2 - 5 years for vehicles. |
Intangible Assets | Intangible Assets Intangible assets acquired in business acquisitions are reported at their initial fair value less accumulated amortization. Intangible assets are amortized using the straight-line method over the estimated useful life of the asset. Periods of 3 - 30 years for technology/IP/germplasm, 5 - 20 years for customer relationships and trade names and 3 - 20 for other intangible assets. The weighted average estimated useful lives are 26 years for technology/IP/germplasm, 20 years for customer relationships, 16 years for trade names, 18 years for license agreements and 19 years for other intangible assets. |
Goodwill | Goodwill The Company acquired Pasture Genetics in February 2020, and recorded goodwill of $ 1,452,436 as part of this transaction. Goodwill is assessed at least annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value is less than its carrying amount, including goodwill. If management concludes that it is more likely than not that the fair value is less than its carrying amount, management conducts a quantitative goodwill impairment test. The goodwill impairment test is used to identify potential impairment by comparing the fair value with its carrying amount, including goodwill. The Company uses market capitalization and an estimate of a control premium to estimate the fair value. If the fair value exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. If the carrying amount exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill. The Company performed a quantitative assessment of goodwill at June 30, 2022 on its one reporting unit and determined that goodwill was fully impaired. See Note 5 for further information. |
Investment in Bioceres S.A. | Investment in Bioceres S.A. The Company owns less than 1 % of Bioceres, S.A., a provider of crop productivity solutions headquartered in Argentina. The carrying value of the investment is $ 0.4 million at September 30, 2022 and $ 0.4 million at June 30, 2022, and the investment is included in Other Assets on the Company’s consolidated balance sheet. The Company adopted ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities beginning July 1, 2018. As such, this investment is accounted for in accordance with ASC 321, Investments – Equity Securities . As the stock is not publicly traded, the Company has elected to account for its investment at cost, with adjustments to fair value when there are observable transactions that provide an indicator of fair value. In addition, if qualitative factors indicate a potential impairment, fair value must be estimated, and the investment written down to that fair value if it is lower than the carrying value. During the third quarter of fiscal year 2022, the Company sold 71.4 % of the investment in Bioceres, S.A. for net proceeds of $ 988,504 , which included a gain on the sale of marketable securities of $ 68,967 . No adjustments for impairment were made for the three months ended September 30, 2022 or September 30, 2021. |
Research and Development Costs | Research and Development Costs The Company is engaged in ongoing research and development, or R&D, of proprietary seed and stevia varieties. All R&D costs must be charged to expense as incurred. Accordingly, internal R&D costs are expensed as incurred. Third-party R&D costs are expensed when the contracted work has been performed or as milestone results have been achieved. The costs associated with equipment or facilities acquired or constructed for R&D activities that have alternative future uses are capitalized and depreciated on a straight-line basis over the estimated useful life of the asset. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are determined based on differences between the financial statement and tax basis of assets and liabilities, as well as a consideration of net operating loss and credit carry forwards, using enacted tax rates in effect for the period in which the differences are expected to impact taxable income. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company’s effective tax rate for the three months ended September 30, 2022 and September 30, 2021 has been affected by the valuation allowance on the Company’s deferred tax assets. |
Net Income (Loss) Per Common Share Data | Net Income (Loss) Per Common Share Data Basic net income (loss) per common share, or EPS, is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted EPS is calculated by adjusting both the numerator (net income (loss)) and the denominator (weighted-average number of shares outstanding) for the dilutive effects of potentially dilutive securities, including options and restricted stock awards. The treasury stock method is used for stock options and restricted stock awards. Under this method, consideration that would be received upon exercise (as well as remaining compensation cost to be recognized for awards not yet vested) is assumed to be used to repurchase shares of stock in the market, with net number of shares assumed to be issued added to the denominator. The Company computes earnings per share using the two-class method. The two-class method requires an earnings allocation formula that determines earnings per share for common shareholders and participating security holders according to dividends declared and participating rights in undistributed earnings. The Company ’ s Series B Preferred Stock (as defined below) and the Warrant (as defined below) are participating securities because holders of such equity have non-forfeitable dividend rights and participate in any undistributed earnings with common stock. Under the two-class method, total dividends provided to the holders of participating securities and undistributed earnings allocated to participating securities, are subtracted from net income attributable to the Company in determining net loss attributable to common shareholders. During the three months ended September 30, 2022, there were $ 88,223 in accrued dividends subtracted from net income attributable to common shareholders; there were no undistributed earnings to allocate to the participating securities. Additionally, any accretion to the redemption value for the Series B Preferred Stock is treated as a deemed dividend in the two-class EPS calculation. During the three months ended September 30, 2022, $ 25,838 was accreted to the redemption value of the Series B Preferred Stock and subtracted from net income attributable to common shareholders. The calculation of Basic and Diluted EPS is shown in the table below. Three Months Ended September 30, 2022 2021 Numerator: Net loss attributable to S&W Seed Company $ ( 4,508,941 ) $ ( 6,399,975 ) Dividends accrued for participating securities and accretion ( 114,061 ) — Numerator for basic and diluted EPS $ ( 4,623,002 ) $ ( 6,399,975 ) Denominator: Denominator for basic EPS - weighted average 42,604,020 36,773,864 Effect of dilutive securities: Employee stock options — — Employee restricted stock units — — Dilutive potential common shares — — Denominator for diluted EPS - adjusted weighted 42,604,020 36,773,864 Basic EPS $ ( 0.11 ) $ ( 0.17 ) Diluted EPS $ ( 0.11 ) $ ( 0.17 ) The effects of employee stock options and restricted stock units are excluded because they would be anti-dilutive due to the Company’s net loss for the three months ended September 30, 2022 and 2021. |
Impairment of Long-lived Assets | Impairment of Long-Lived Assets The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of long-lived assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. Refer to Note 5 for impairment discussion. |
Derivative Financial Instruments | Derivative Financial Instruments Foreign Exchange Contracts The Company’s subsidiary, S&W Australia, is exposed to foreign currency exchange rate fluctuations in the normal course of its business, which the Company at times manages through the use of foreign currency forward contracts. The Company has entered into certain derivative financial instruments (specifically foreign currency forward contracts), and accounts for these instruments in accordance with ASC Topic 815, “Derivatives and Hedging”, which establishes accounting and reporting standards requiring that derivative instruments be recorded on the balance sheet as either an asset or liability measured at fair value. The Company’s foreign currency contracts are not designated as hedging instruments under ASC 815; accordingly, changes in the fair value are recorded in current period earnings. |
Fair Values of Financial Instruments | Fair Value of Financial Instruments The Company discloses assets and liabilities that are recognized and measured at fair value, presented in a three-tier fair value hierarchy, as follows: • Level 1. Observable inputs such as quoted prices in active markets; • Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and • Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The carrying value of cash and cash equivalents, accounts payable, short-term and all long-term borrowings, as reflected in the consolidated balance sheets, approximate fair value because of the short-term maturity of these instruments or interest rates commensurate with market rates. There have been no changes in operations and/or credit characteristics since the date of issuance that could impact the relationship between interest rate and market rates. Assets and liabilities that are recognized and measured at fair value on a recurring basis are categorized as follows: Fair Value Measurements as of Level 1 Level 2 Level 3 Foreign exchange contract liability $ — $ 1,421,980 $ — Contingent consideration obligations — — — Total $ — $ 1,421,980 $ — Fair Value Measurements as of Level 1 Level 2 Level 3 Foreign exchange contract liability $ — $ 996,106 $ — Contingent consideration obligations — — — Total $ — $ 996,106 $ — |
New Accounting Pronouncements | New Accounting Pronouncements Accounting pronouncements not yet adopted In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Measurement of Credit Losses on Financial Instruments . The standard introduces new guidance for the accounting for credit losses on instruments within its scope, including trade and other receivables. In addition, the FASB subsequently issued several amendments to this standard. All of these standards are effective for the Company on July 1, 2023 and require adoption using a modified retrospective approach. The Company does not expect application of these standards to have a significant impact on its results of operations or financial position. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Revenues from External Customers by Country | The following table shows revenue from external sources by destination country: Three Months Ended September 30, 2022 2021 Saudi Arabia $ 5,172,286 26 % $ 3,467,210 22 % United States 4,260,754 21 % 3,665,328 24 % Libya 2,998,047 15 % 1,044,000 7 % Australia 2,557,732 13 % 3,434,005 22 % Pakistan 821,620 4 % 164,055 1 % Sudan 802,044 4 % 819,618 5 % Algeria 754,680 4 % — — Mexico 731,100 4 % 228,420 2 % China 468,500 2 % 473,125 3 % Argentina 362,978 2 % 350,839 2 % Other 936,124 5 % 1,885,082 12 % Total revenue $ 19,865,865 100 % $ 15,531,682 100 % |
Components of Inventory | Components of inventory are as follows: As of As of Raw materials and supplies $ 3,138,774 $ 2,645,764 Work in progress 8,345,528 6,677,980 Finished goods 38,346,894 45,192,150 Inventories, net $ 49,831,196 $ 54,515,894 |
Schedule of Calculation of Basic and Diluted EPS | The calculation of Basic and Diluted EPS is shown in the table below. Three Months Ended September 30, 2022 2021 Numerator: Net loss attributable to S&W Seed Company $ ( 4,508,941 ) $ ( 6,399,975 ) Dividends accrued for participating securities and accretion ( 114,061 ) — Numerator for basic and diluted EPS $ ( 4,623,002 ) $ ( 6,399,975 ) Denominator: Denominator for basic EPS - weighted average 42,604,020 36,773,864 Effect of dilutive securities: Employee stock options — — Employee restricted stock units — — Dilutive potential common shares — — Denominator for diluted EPS - adjusted weighted 42,604,020 36,773,864 Basic EPS $ ( 0.11 ) $ ( 0.17 ) Diluted EPS $ ( 0.11 ) $ ( 0.17 ) |
Schedule of Assets and Liabilities Recognized and Measured at Fair Value on Recurring Basis | Assets and liabilities that are recognized and measured at fair value on a recurring basis are categorized as follows: Fair Value Measurements as of Level 1 Level 2 Level 3 Foreign exchange contract liability $ — $ 1,421,980 $ — Contingent consideration obligations — — — Total $ — $ 1,421,980 $ — Fair Value Measurements as of Level 1 Level 2 Level 3 Foreign exchange contract liability $ — $ 996,106 $ — Contingent consideration obligations — — — Total $ — $ 996,106 $ — |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Lessee Disclosure [Abstract] | |
Summary of Components of Lease Assets and Liabilities | The components of lease assets and liabilities as of September 30, 2022 are as follows: Leases Balance Sheet Classification: Assets: Right of use assets - operating leases Other assets $ 4,014,379 Right of use assets - finance leases Other assets $ 2,021,839 Accumulated amortization - finance leases Other assets ( 1,244,915 ) Right of use assets - finance leases, net Other assets $ 776,924 Total lease assets $ 4,791,303 Liabilities: Current portion of long-term debt, net Current portion of long-term debt, net $ 754,818 Current lease liabilities Accrued expenses and other current liabilities 1,233,912 Long-term debt, net, less current portion Long-term debt, net, less current portion 313,605 Long-term lease liabilities Other non-current liabilities 3,019,216 Total lease liabilities $ 5,321,551 |
Summary of Components of Lease Cost | The components of lease cost are as follows: Lease cost: Income Statement Classification: Three Months Ended Operating lease cost Cost of revenue $ 183,860 Operating lease cost Selling, general and administrative expenses 55,334 Operating lease cost Research and development expenses 136,197 Finance lease cost Depreciation and amortization and interest expense 156,335 Total lease costs $ 531,726 |
Summary of Maturities of Lease Liabilities | Maturities of lease liabilities are as follows: Operating Leases Finance Leases 2023 $ 1,055,368 $ 662,269 2024 1,293,732 320,703 2025 923,092 97,299 2026 756,049 36,804 2027 477,765 — After 2027 122,223 — Total lease payments 4,628,229 1,117,075 Less: Interest ( 375,101 ) ( 48,652 ) Present value of lease liabilities $ 4,253,128 $ 1,068,423 |
Summary of Weighted Average Assumptions on Lease Term and Discount Rate and Supplemental Cash Flow Information Related to Leases | The following are the weighted average assumptions used for lease term and discount rate and supplemental cash flow information related to leases as of September 30, 2022: Operating lease remaining lease term 3.8 years Operating lease discount rate 4.24 % Finance lease remaining lease term 1.3 years Finance lease discount rate 5.51 % Cash paid for operating leases $ 349,947 Cash paid for finance leases 306,812 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Revenues [Abstract] | |
Schedule of disaggregation of revenues | The following table disaggregates the Company’s revenue by type of contract: Three Months Ended September 30, 2022 2021 Other product sales $ 19,837,787 $ 14,905,402 Services 28,078 626,280 Total revenue $ 19,865,865 $ 15,531,682 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Activity of Goodwill | The following table summarizes the activity of goodwill for the three months ended September 30, 2022 and the year ended June 30, 2022, respectively. Balance at Additions Impairment Currency Translation Adjustment Balance at Goodwill $ — $ — $ — $ — $ — Balance at Additions Impairment Currency Translation Adjustment Balance at Goodwill $ 1,651,634 $ — $ ( 1,548,324 ) $ ( 103,310 ) $ — |
Schedule of Intangible Assets | Intangible assets consist of the following: Balance at Additions Amortization Currency Translation Adjustment Balance at Trade name $ 1,084,791 $ — $ ( 49,481 ) $ ( 11,783 ) $ 1,023,527 Customer relationships 5,499,815 — ( 89,285 ) ( 269,916 ) 5,140,614 Non-compete — — — — — GI customer list 42,983 — ( 1,791 ) — 41,192 Supply agreement 775,241 — ( 18,908 ) — 756,333 Grower relationships 1,331,581 — ( 26,352 ) — 1,305,229 Intellectual property 23,035,925 — ( 346,704 ) — 22,689,221 License agreement 1,986,598 — ( 40,531 ) ( 112,436 ) 1,833,631 Internal use software 338,893 — ( 16,944 ) — 321,949 $ 34,095,827 $ — $ ( 589,996 ) $ ( 394,135 ) $ 33,111,696 Balance at Additions Amortization Currency Translation Adjustment Balance at Trade name $ 1,310,489 $ — $ ( 203,009 ) $ ( 22,689 ) $ 1,084,791 Customer relationships 6,302,591 — ( 373,393 ) ( 429,383 ) 5,499,815 Non-compete 5,058 — ( 5,058 ) — — GI customer list 50,146 — ( 7,163 ) — 42,983 Supply agreement 850,874 — ( 75,633 ) — 775,241 Grower relationships 1,436,988 — ( 105,407 ) — 1,331,581 Intellectual property 24,427,857 — ( 1,391,932 ) — 23,035,925 In process research and development — — — — — License agreement 2,340,269 — ( 172,004 ) ( 181,667 ) 1,986,598 Internal use software 406,670 — ( 67,777 ) — 338,893 $ 37,130,942 $ — $ ( 2,401,376 ) $ ( 633,739 ) $ 34,095,827 |
Intangible Assets (Future Amortization) | Estimated aggregate remaining amortization is as follows: 2023 2024 2025 2026 2027 Thereafter Amortization expense $ 1,856,468 $ 2,298,113 $ 2,267,090 $ 2,181,123 $ 2,130,239 $ 22,378,663 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Components of Property, Plant and Equipment | Components of property, plant and equipment were as follows: As of As of Land and improvements $ 2,243,972 $ 2,265,087 Buildings and improvements 8,065,798 8,119,960 Machinery and equipment 14,931,729 14,972,462 Vehicles 1,073,704 1,085,342 Leasehold improvements 552,810 552,810 Construction in progress 39,473 110,107 Total property, plant and equipment 26,907,486 27,105,768 Less: accumulated depreciation ( 10,703,052 ) ( 10,234,099 ) Property, plant and equipment, net $ 16,204,434 $ 16,871,669 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Total Debt Outstanding | Total debt outstanding is presented on the consolidated balance sheet as follows: As of As of Current portion of working capital lines of credit CIBC $ 15,778,748 $ 12,804,611 National Australia Bank Limited 24,016,700 338,314 National Australia Bank Limited Overdraft Facility 313,687 — Debt issuance costs ( 310,759 ) ( 464,028 ) Total current portion of working capital lines of credit, net 39,798,376 12,678,897 Long-term portion of working capital lines of credit, less current portion National Australia Bank Limited — 21,703,286 Total long-term portion of working capital lines of credit — 21,703,286 Total working capital lines of credit, net $ 39,798,376 $ 34,382,183 Current portion of long-term debt Finance leases $ 754,818 $ 804,309 Debt issuance costs ( 1,079 ) ( 1,828 ) Term Loan - National Australia 324,550 344,400 Machinery & equipment loans - 273,874 246,547 Machinery & equipment loans - Hyster 11,278 11,834 Vehicle loans - Ford Credit 40,341 40,341 Secured real estate note - Rooster 6,726,376 6,905,995 Debt issuance costs ( 21,545 ) ( 34,815 ) Total current portion, net 8,108,613 8,316,783 Long-term debt, less current portion Finance leases 313,605 500,723 Debt issuance costs — ( 21 ) Term loan - National Australia 2,271,850 2,410,800 Machinery & equipment loans - 1,080,841 963,733 Machinery & equipment loans - Hyster 24,200 28,722 Vehicle loans - Ford Credit 77,343 88,583 Total long-term portion, net 3,767,839 3,992,540 Total debt, net $ 11,876,452 $ 12,309,323 |
Schedule of Annual Maturities of Short-Term and Long-Term Debt | The annual maturities of short-term and long-term debt are as follows: Fiscal Year Amount 2023 $ 7,949,167 2024 986,564 2025 683,719 2026 1,941,163 2027 156,501 Thereafter 181,962 Total $ 11,899,076 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Summary of Activity Related to Non-Vested Restricted Stock Units | A summary of activity related to non-vested restricted stock units is presented below: Number of Nonvested Weighted-Average Weighted-Average Nonvested restricted units outstanding at June 30, 2021 361,570 $ 2.51 1.3 Granted 304,421 2.78 2.4 Vested ( 391,036 ) 2.62 — Forfeited ( 7,036 ) 2.35 — Nonvested restricted units outstanding at June 30, 2022 267,919 2.66 1.2 Granted — — — Vested ( 30,332 ) 2.44 — Forfeited ( 8,750 ) 2.50 — Nonvested restricted units outstanding at September 30, 2022 228,837 2.70 1.2 |
Stock Options | |
Schedule of Weighted Average Assumptions Used in Black-Scholes-Merton Model | Weighted-average assumptions used in the Black-Scholes-Merton model are set forth below: As of As of Risk free rate N/A N/A Dividend yield N/A N/A Volatility N/A N/A Average forfeiture assumptions N/A N/A During the three months ended September 30, 2022 and 2021, the Company did no t grant options to its directors, certain members of the executive management team and other employees. |
Summary of Stock Option Activity | A summary of stock option activity for the three months ended September 30, 2022 and the year ended June 30, 2022 is presented below: Number Weighted - Weighted- Aggregate Outstanding at June 30, 2021 3,776,568 $ 2.65 8.0 $ 3,962,766 Granted 994,725 2.63 Exercised ( 38,774 ) 2.33 Canceled/forfeited/expired ( 95,419 ) 2.82 Outstanding at June 30, 2022 4,637,100 2.64 6.6 — Granted — — Exercised — — Canceled/forfeited/expired ( 125,307 ) 2.62 Outstanding at September 30, 2022 4,511,793 2.64 5.8 — Options vested and exercisable at September 30, 2022 3,527,758 $ 2.68 5.1 $ — Options vested and expected to vest as of 4,507,581 2.64 5.8 — |
Series B Convertible Preferre_2
Series B Convertible Preferred Stock (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Summary of Changes to Series B Preferred Stock | The following summarizes changes to our Series B Preferred Stock: Balance at June 30, 2021 $ — Issuance of preferred stock 4,638,521 Dividends accrued 127,541 Accretion of discount for warrants 38,757 Balance at June 30, 2022 4,804,819 Issuance of preferred stock — Dividends accrued 88,223 Accretion of discount for warrants 25,838 Balance at September 30, 2022 $ 4,918,880 |
Background and Organization - A
Background and Organization - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended |
Aug. 30, 2019 | Sep. 30, 2022 | |
S&W Australia | ||
Background And Organizations [Line Items] | ||
One time license fee | $ 2.3 | |
Purchase price of equipment | $ 0.3 | |
License initial term | 15 years | |
Sorghum Solutions | Variable Interest Entity | ||
Background And Organizations [Line Items] | ||
Ownership percentage in variable interest entity | 51% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Feb. 29, 2020 USD ($) | Sep. 30, 2022 USD ($) Customer | Sep. 30, 2021 USD ($) Customer | Jun. 30, 2022 USD ($) Reporting Customer | Sep. 30, 2022 AUD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Current assets (restricted) | $ 400,000 | $ 500,000 | |||
Current liabilities (nonrecourse) | $ 27,762 | $ 31,307 | |||
Net book value of fixed assets located outside the United States, percent of total | 21% | 22% | 21% | ||
Cash balances located outside of the United States | $ 195,158 | $ 811,551 | |||
Disclosure on Geographic Areas, Fixed Assets | The net book value of fixed assets located outside the United States was 21% and 22% of total fixed assets at September 30, 2022 and June 30, 2022, respectively. Cash balances located outside of the United States may not be insured and totaled $195,158 and $811,551 at September 30, 2022 and June 30, 2022, respectively. | ||||
Net loss | $ 4,515,203 | $ 6,414,241 | |||
Net cash used in operations | 7,319,995 | 5,484,482 | |||
Cash on hand | 1,200,000 | ||||
Allowance for doubtful trade receivables | 80,743 | 233,927 | |||
Goodwill acquire transaction | 0 | $ 0 | |||
Number of reporting units | Reporting | 1 | ||||
Percentage of sale of investment in Bioceres, S.A. | 71.40% | ||||
Net proceeds from sale of marketable securities | $ 988,504 | ||||
Gain on sale of marketable securities | 68,967 | ||||
Adjustments for impairment or observable transactions | 0 | $ 0 | |||
Dividends accrued | 88,223 | 127,541 | |||
Dividends accrued undistributed earnings to allocate to participating securities | 0 | ||||
Accretion of discount for warrants | 25,838 | 38,757 | |||
Cost of Revenue | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Foreign currency transactions benefit | 1,000,000 | ||||
Other (Income) Expense | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Foreign currency loss | 200,000 | ||||
Other Assets | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Carrying value of investment | $ 400,000 | $ 400,000 | |||
Pasture Genetics Acquisition | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Goodwill acquire transaction | $ 1,452,436 | ||||
Minimum | Technology/IP | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Useful life | 3 years | ||||
Minimum | Customer Relationships | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Useful life | 5 years | ||||
Minimum | Other Intangibles | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Useful life | 3 years | ||||
Maximum | Technology/IP | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Useful life | 30 years | ||||
Maximum | Customer Relationships | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Useful life | 20 years | ||||
Maximum | Other Intangibles | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Useful life | 20 years | ||||
Weighted Average | Technology/IP | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Useful life | 26 years | ||||
Weighted Average | Customer Relationships | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Useful life | 20 years | ||||
Weighted Average | Trade Name | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Useful life | 16 years | ||||
Weighted Average | Other Intangibles | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Useful life | 19 years | ||||
Weighted Average | License Agreements | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Useful life | 18 years | ||||
Building | Minimum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives | 5 years | ||||
Building | Maximum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives | 35 years | ||||
Machinery and Equipment | Minimum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives | 2 years | ||||
Machinery and Equipment | Maximum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives | 20 years | ||||
Vehicles | Minimum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives | 2 years | ||||
Vehicles | Maximum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives | 5 years | ||||
CIBC | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Debt instrument, maturity date | Dec. 23, 2022 | ||||
Conterra | Secured Promissory Notes | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Debt instrument, maturity date | Dec. 23, 2022 | ||||
Line of Credit | CIBC | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Minimum potential liquidity raised to meet covenant compliance | $ 1,000,000 | ||||
Maximum potential liquidity raised to meet covenant compliance | $ 25,000,000 | ||||
Argentina | Maximum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Ownership percentage in Bioceres, S.A. | 1% | 1% | |||
Customer Concentration Risk | Revenue | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Number of customers | Customer | 1 | 0 | |||
Customer Concentration Risk | One Customer | Revenue | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk, percentage | 16% | ||||
Customer Concentration Risk | Significant Customer | Revenue | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk, percentage | 10% | ||||
Credit Concentration Risk | Significant Customer | Accounts Receivable | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Number of customers | Customer | 0 | 0 | |||
Credit Concentration Risk | Significant Customer | Accounts Receivable | Minimum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk, percentage | 10% | 10% | |||
Geographic Concentration Risk | Revenue | Non-US | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk, percentage | 79% | 76% | |||
SeedVision | Variable Interest Entity | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Ownership percentage in variable interest entity | 50.10% | ||||
Sorghum Solutions | Variable Interest Entity | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Ownership percentage in variable interest entity | 51% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Revenues from External Customers by Country (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation Of Revenue [Line Items] | ||
Revenues from external customers | $ 19,865,865 | $ 15,531,682 |
Revenue from external customers by country, percentage | 100% | 100% |
Saudi Arabia | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues from external customers | $ 5,172,286 | $ 3,467,210 |
Revenue from external customers by country, percentage | 26% | 22% |
United States | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues from external customers | $ 4,260,754 | $ 3,665,328 |
Revenue from external customers by country, percentage | 21% | 24% |
Libya | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues from external customers | $ 2,998,047 | $ 1,044,000 |
Revenue from external customers by country, percentage | 15% | 7% |
Australia | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues from external customers | $ 2,557,732 | $ 3,434,005 |
Revenue from external customers by country, percentage | 13% | 22% |
Pakistan | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues from external customers | $ 821,620 | $ 164,055 |
Revenue from external customers by country, percentage | 4% | 1% |
Sudan | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues from external customers | $ 802,044 | $ 819,618 |
Revenue from external customers by country, percentage | 4% | 5% |
Algeria | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues from external customers | $ 754,680 | |
Revenue from external customers by country, percentage | 4% | |
Mexico | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues from external customers | $ 731,100 | $ 228,420 |
Revenue from external customers by country, percentage | 4% | 2% |
China | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues from external customers | $ 468,500 | $ 473,125 |
Revenue from external customers by country, percentage | 2% | 3% |
Argentina | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues from external customers | $ 362,978 | $ 350,839 |
Revenue from external customers by country, percentage | 2% | 2% |
Other | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues from external customers | $ 936,124 | $ 1,885,082 |
Revenue from external customers by country, percentage | 5% | 12% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Components of Inventory (Details) - USD ($) | Sep. 30, 2022 | Jun. 30, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 3,138,774 | $ 2,645,764 |
Work in progress | 8,345,528 | 6,677,980 |
Finished goods | 38,346,894 | 45,192,150 |
Inventories, net | $ 49,831,196 | $ 54,515,894 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Calculation of Basic and Diluted EPS (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||
Net loss attributable to S&W Seed Company | $ (4,508,941) | $ (6,399,975) |
Dividends accrued for participating securities and accretion | (114,061) | 0 |
Numerator for basic and diluted EPS | $ (4,623,002) | $ (6,399,975) |
Denominator: | ||
Denominator for basic EPS - weighted average shares | 42,604,020 | 36,773,864 |
Weighted average number of common shares outstanding: | ||
Employee stock options | 0 | 0 |
Employee restricted stock units | 0 | 0 |
Dilutive potential common shares | 0 | 0 |
Denominator for diluted EPS - adjusted weighted average shares and assumed conversions | 42,604,020 | 36,773,864 |
Basic EPS | $ (0.11) | $ (0.17) |
Diluted EPS | $ (0.11) | $ (0.17) |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Assets and Liabilities Recognized and Measured at Fair Value on Recurring Basis (Details) - USD ($) | Sep. 30, 2022 | Jun. 30, 2022 |
Level 1 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Foreign exchange contract liability | $ 0 | $ 0 |
Contingent consideration obligations | 0 | 0 |
Total | 0 | 0 |
Level 2 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Foreign exchange contract liability | 1,421,980 | 996,106 |
Contingent consideration obligations | 0 | 0 |
Total | 1,421,980 | 996,106 |
Level 3 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Foreign exchange contract liability | 0 | 0 |
Contingent consideration obligations | 0 | 0 |
Total | $ 0 | $ 0 |
Leases - Additional Information
Leases - Additional Information (Details) | 3 Months Ended |
Sep. 30, 2022 | |
Operating And Finance Lease [Line Items] | |
Lessee, operating lease, option to extend, description | If the lease includes one or more options to extend the term of the lease, the renewal option is considered in the lease term if it is reasonably certain the Company will exercise the option(s). Operating lease expense is recognized on a straight-line basis over the term of the lease. |
Lessee, operating lease, option to extend | true |
Maximum | |
Operating And Finance Lease [Line Items] | |
Lease agreements term | 1 year |
Leases - Summary of Components
Leases - Summary of Components of Lease Assets and Liabilities (Details) - USD ($) | Sep. 30, 2022 | Jun. 30, 2022 |
Lessee Disclosure [Abstract] | ||
Right of use assets - operating leases | $ 4,014,379 | |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other assets | |
Right of use assets - finance leases | $ 2,021,839 | |
Accumulated amortization - finance leases | (1,244,915) | |
Right of use assets - finance leases, net | $ 776,924 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other assets | |
Total lease assets | $ 4,791,303 | |
Current portion of long-term debt, net | $ 754,818 | $ 500,723 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Current portion of long-term debt, net | |
Current lease liabilities | $ 1,233,912 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued expenses and other current liabilities | |
Long-term debt, net, less current portion | $ 313,605 | $ 804,309 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Long-term debt, net, less current portion | |
Long-term lease liabilities | $ 3,019,216 | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other non-current liabilities | |
Total lease liabilities | $ 5,321,551 |
Leases - Summary of Component_2
Leases - Summary of Components of Lease Cost (Details) | 3 Months Ended |
Sep. 30, 2022 USD ($) | |
Lessee Lease Description [Line Items] | |
Total lease costs | $ 531,726 |
Cost of Revenue | |
Lessee Lease Description [Line Items] | |
Operating lease cost | 183,860 |
Selling, General and Administrative Expenses | |
Lessee Lease Description [Line Items] | |
Operating lease cost | 55,334 |
Research and Development Expenses | |
Lessee Lease Description [Line Items] | |
Operating lease cost | 136,197 |
Depreciation and Amortization and Interest Expense | |
Lessee Lease Description [Line Items] | |
Finance lease cost | $ 156,335 |
Leases - Summary of Maturities
Leases - Summary of Maturities of Lease Liabilities (Details) | Sep. 30, 2022 USD ($) |
Operating Leases | |
2023 | $ 1,055,368 |
2024 | 1,293,732 |
2025 | 923,092 |
2026 | 756,049 |
2027 | 477,765 |
After 2027 | 122,223 |
Total lease payments | 4,628,229 |
Less: Interest | (375,101) |
Present value of lease liabilities | 4,253,128 |
Finance Leases | |
2023 | 662,269 |
2024 | 320,703 |
2025 | 97,299 |
2026 | 36,804 |
Total lease payments | 1,117,075 |
Less: Interest | (48,652) |
Present value of lease liabilities | $ 1,068,423 |
Leases - Summary of Weighted Av
Leases - Summary of Weighted Average Assumptions on Lease Term and Discount Rate and Supplemental Cash Flow Information Related to Leases (Details) | 3 Months Ended |
Sep. 30, 2022 USD ($) | |
Lessee Disclosure [Abstract] | |
Operating lease remaining lease term | 3 years 9 months 18 days |
Operating lease discount rate | 4.24% |
Finance lease remaining lease term | 1 year 3 months 18 days |
Finance lease discount rate | 5.51% |
Cash paid for operating leases | $ 349,947 |
Cash paid for finance leases | $ 306,812 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 19,865,865 | $ 15,531,682 |
Other product sales | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 19,837,787 | 14,905,402 |
Services | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 28,078 | $ 626,280 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue Recognition [Line Items] | ||
Maximum term of payments for transfer goods and services | 1 year | |
Unbilled receivables billing term | 3 months | |
Bad debt expense | $ (155,421) | $ 97,028 |
Revenue recognized | $ 600,000 | $ 200,000 |
Minimum | ||
Revenue Recognition [Line Items] | ||
Term of customer invoice payment | 30 days | |
Maximum | ||
Revenue Recognition [Line Items] | ||
Term of customer invoice payment | 180 days |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Feb. 29, 2020 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) Reporting | |
Goodwill And Intangible Assets [Line Items] | ||||
Goodwill acquire transaction | $ 0 | $ 0 | ||
Number of reporting units | Reporting | 1 | |||
Amortization expense | 589,996 | $ 604,489 | $ 2,401,376 | |
Goodwill impairment charges | $ 0 | 1,548,324 | ||
Impairment charge on intangible assets | $ 0 | |||
Percentage Of goodwill impairment | 3 | |||
Pasture Genetics | ||||
Goodwill And Intangible Assets [Line Items] | ||||
Goodwill acquire transaction | $ 1,452,436 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Activity of Goodwill (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill, Beginning Balance | $ 0 | $ 1,651,634 |
Goodwill additions | 0 | 0 |
Goodwill Impairment | 0 | (1,548,324) |
Goodwill currency translation adjustment | 0 | (103,310) |
Goodwill, Ending Balance | $ 0 | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | |
Finite Lived Intangible Assets [Line Items] | |||
Intangible asset | $ 34,095,827 | $ 37,130,942 | $ 37,130,942 |
Intangible addition | 0 | 0 | |
Intangible amortization expense | (589,996) | (604,489) | (2,401,376) |
Intangible currency translation adjustment | (394,135) | (633,739) | |
Intangible asset | 33,111,696 | 34,095,827 | |
Trade Name | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible asset | 1,084,791 | 1,310,489 | 1,310,489 |
Intangible addition | 0 | 0 | |
Intangible amortization expense | (49,481) | (203,009) | |
Intangible currency translation adjustment | (11,783) | (22,689) | |
Intangible asset | 1,023,527 | 1,084,791 | |
Customer Relationships | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible asset | 5,499,815 | 6,302,591 | 6,302,591 |
Intangible addition | 0 | 0 | |
Intangible amortization expense | (89,285) | (373,393) | |
Intangible currency translation adjustment | (269,916) | (429,383) | |
Intangible asset | 5,140,614 | 5,499,815 | |
Non-compete | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible asset | 0 | 5,058 | 5,058 |
Intangible addition | 0 | 0 | |
Intangible amortization expense | 0 | (5,058) | |
Intangible currency translation adjustment | 0 | 0 | |
Intangible asset | 0 | 0 | |
GI Customer list | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible asset | 42,983 | 50,146 | 50,146 |
Intangible addition | 0 | 0 | |
Intangible amortization expense | (1,791) | (7,163) | |
Intangible currency translation adjustment | 0 | 0 | |
Intangible asset | 41,192 | 42,983 | |
Supply Agreement | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible asset | 775,241 | 850,874 | 850,874 |
Intangible addition | 0 | 0 | |
Intangible amortization expense | (18,908) | (75,633) | |
Intangible currency translation adjustment | 0 | 0 | |
Intangible asset | 756,333 | 775,241 | |
Grower Relationships | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible asset | 1,331,581 | 1,436,988 | 1,436,988 |
Intangible addition | 0 | 0 | |
Intangible amortization expense | (26,352) | (105,407) | |
Intangible currency translation adjustment | 0 | 0 | |
Intangible asset | 1,305,229 | 1,331,581 | |
Intellectual Property | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible asset | 23,035,925 | 24,427,857 | 24,427,857 |
Intangible addition | 0 | 0 | |
Intangible amortization expense | (346,704) | (1,391,932) | |
Intangible currency translation adjustment | 0 | 0 | |
Intangible asset | 22,689,221 | 23,035,925 | |
In-process research and development | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible asset | 0 | 0 | 0 |
Intangible addition | 0 | ||
Intangible amortization expense | 0 | ||
Intangible currency translation adjustment | 0 | ||
Intangible asset | 0 | ||
License agreement | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible asset | 1,986,598 | 2,340,269 | 2,340,269 |
Intangible addition | 0 | 0 | |
Intangible amortization expense | (40,531) | (172,004) | |
Intangible currency translation adjustment | (112,436) | (181,667) | |
Intangible asset | 1,833,631 | 1,986,598 | |
Internal use software | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible asset | 338,893 | $ 406,670 | 406,670 |
Intangible addition | 0 | 0 | |
Intangible amortization expense | (16,944) | (67,777) | |
Intangible currency translation adjustment | 0 | 0 | |
Intangible asset | $ 321,949 | $ 338,893 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Intangible Assets (Future Amortization) (Details) | Sep. 30, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 1,856,468 |
2024 | 2,298,113 |
2025 | 2,267,090 |
2026 | 2,181,123 |
2027 | 2,130,239 |
Thereafter | $ 22,378,663 |
Property, Plant and Equipment -
Property, Plant and Equipment - Components of Property, Plant and Equipment (Details) - USD ($) | Sep. 30, 2022 | Jun. 30, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 26,907,486 | $ 27,105,768 |
Less: accumulated depreciation | (10,703,052) | (10,234,099) |
Property, plant and equipment, net | 16,204,434 | 16,871,669 |
Land and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 2,243,972 | 2,265,087 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 8,065,798 | 8,119,960 |
Machinery and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 14,931,729 | 14,972,462 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 1,073,704 | 1,085,342 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 552,810 | 552,810 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 39,473 | $ 110,107 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 606,748 | $ 570,510 |
Debt - Schedule of Total Debt O
Debt - Schedule of Total Debt Outstanding (Details) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2022 AUD ($) | |
Current portion of working capital lines of credit | |||
Total current portion of working capital lines of credit, net | $ 39,798,376 | $ 12,678,897 | |
Debt issuance costs | (310,759) | (464,028) | |
Long-term portion of working capital lines of credit, less current portion | |||
Total long-term portion of working capital lines of credit | 0 | 21,703,286 | |
Total working capital lines of credit, net | 39,798,376 | 34,382,183 | |
Current portion of long-term debt | |||
Finance leases, Current | 754,818 | 500,723 | |
Total current portion, net | 8,108,613 | 8,316,783 | |
Long-term debt, less current portion | |||
Finance leases, Noncurrent | 313,605 | 804,309 | |
Total long-term portion, net | 3,767,839 | 3,992,540 | |
Total debt, net | 11,876,452 | 12,309,323 | |
CIBC | |||
Current portion of working capital lines of credit | |||
Total current portion of working capital lines of credit, net | 15,778,748 | 12,804,611 | |
National Australia Bank Limited | |||
Current portion of working capital lines of credit | |||
Total current portion of working capital lines of credit, net | 24,016,700 | 338,314 | |
Long-term portion of working capital lines of credit, less current portion | |||
Total long-term portion of working capital lines of credit | 21,703,286 | ||
Total working capital lines of credit, net | 24,330,387 | $ 37,483,264 | |
National Australia Bank Limited Overdraft Facility | |||
Current portion of working capital lines of credit | |||
Total current portion of working capital lines of credit, net | 313,687 | 0 | |
Finance Lease | |||
Current portion of long-term debt | |||
Debt issuance costs,Current | (1,079) | (1,828) | |
Long-term debt, less current portion | |||
Debt issuance costs, Noncurrent | (21) | ||
Term Loan Long Term Current | National Australia Bank Limited | |||
Current portion of long-term debt | |||
Secured Debt, Current | 324,550 | 344,400 | |
Machinery & Equipment Loans Long Term Current | National Australia Bank Limited | |||
Current portion of long-term debt | |||
Secured Debt, Current | 273,874 | 246,547 | |
Machinery & Equipment Loans Long Term Current | Hyster | |||
Current portion of long-term debt | |||
Secured Debt, Current | 11,278 | 11,834 | |
Long-term debt, less current portion | |||
Secured Long-term Debt, Noncurrent | 24,200 | 28,722 | |
Rooster RE Short | |||
Current portion of long-term debt | |||
Debt issuance costs,Current | (21,545) | (34,815) | |
Secured Debt, Current | 6,726,376 | 6,905,995 | |
Vehicle Loans | Ford Credit | |||
Current portion of long-term debt | |||
Secured Debt, Current | 40,341 | 40,341 | |
Long-term debt, less current portion | |||
Secured Long-term Debt, Noncurrent | 77,343 | 88,583 | |
Term Loan Long Term Non Current | National Australia Bank Limited | |||
Long-term debt, less current portion | |||
Secured Long-term Debt, Noncurrent | 2,271,850 | 2,410,800 | |
Machinery & Equipment Loans long Term | National Australia Bank Limited | |||
Long-term debt, less current portion | |||
Secured Long-term Debt, Noncurrent | $ 1,080,841 | $ 963,733 |
Debt - CIBC Credit Facility - A
Debt - CIBC Credit Facility - Additional Information (Details) - CIBC - USD ($) | 3 Months Ended | ||||
Oct. 28, 2022 | May 13, 2022 | Dec. 26, 2019 | Sep. 30, 2022 | Sep. 22, 2022 | |
Line Of Credit Facility [Line Items] | |||||
Line of credit and security agreement date | Dec. 26, 2019 | ||||
Line of credit facility, maximum borrowing capacity | $ 35,000,000 | $ 2,200,000 | $ 21,000,000 | ||
Debt instrument, prepayment term | All amounts due and owing, including, but not limited to, accrued and unpaid principal and interest due under the CIBC Credit Facility, will be payable in full on December 23, 2022. | ||||
Line of credit facility, borrowing capacity, description | The CIBC Credit Facility generally establishes a borrowing base of up to 85% of eligible domestic accounts receivable (90% of eligible foreign accounts receivable) plus up to the lesser of (i) 65% of eligible inventory, (ii) 85% of the appraised net orderly liquidation value of eligible inventory, and (iii) an eligible inventory sublimit of $12,000,000, in each case, subject to lender reserves. | ||||
Borrowing base value of an eligible inventory sublimit | $ 9,000,000 | $ 12,000,000 | |||
Subsequent Event | |||||
Line Of Credit Facility [Line Items] | |||||
Borrowing base value of an eligible inventory sublimit | $ 12,000,000 | ||||
Line of Credit | |||||
Line Of Credit Facility [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 18,000,000 | ||||
Line of Credit | Subsequent Event | |||||
Line Of Credit Facility [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 21,000,000 | ||||
Line of Credit | Base Rate | |||||
Line Of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 2% | ||||
Line of Credit | Event Of Default | |||||
Line Of Credit Facility [Line Items] | |||||
Basis spread on variable rate | 2% | ||||
Maximum | |||||
Line Of Credit Facility [Line Items] | |||||
Borrowing base in percentage based on eligible domestic accounts receivable | 85% | ||||
Borrowing base in percentage based on eligible foreign accounts receivable | 90% | ||||
Borrowing base in percentage based on eligible inventory | 65% | ||||
Borrowing base in percentage based on liquidation value of the inventory, subject to lender reserves | 85% |
Debt - Loan Transaction - Addit
Debt - Loan Transaction - Additional Information (Details) | 1 Months Ended | 3 Months Ended | ||
Sep. 22, 2022 USD ($) | Jan. 31, 2021 USD ($) Point | Nov. 30, 2017 USD ($) | Sep. 30, 2022 | |
Line Of Credit Facility [Line Items] | ||||
Number of production points assets sold | Point | 5 | |||
Conterra | Secured Promissory Notes | ||||
Line Of Credit Facility [Line Items] | ||||
Gross proceeds from issuance of long term debt | $ 12,500,000 | |||
Debt instrument, maturity date | Dec. 23, 2022 | |||
Conterra | Secured Real Estate Note | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument, principal amount | $ 10,400,000 | |||
Debt instrument, maturity date | Dec. 23, 2022 | |||
Debt instrument, maturity date, description | On September 22, 2022, the Company entered into an amendment to extend the Rooster Note’s maturity date to December 23, 2022. | |||
Debt instrument, interest rate | 7.75% | |||
Number of production points assets sold | Point | 5 | |||
Pay-down Secured Real Estate Note | $ 1,706,845 | |||
Conterra | Secured Real Estate Note | Debt Instrument, Redemption, Period One | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument, combined payment | $ 454,185 | |||
Debt instrument, payment starting date | Jul. 01, 2022 | |||
Conterra | Secured Real Estate Note | Debt Instrument, Redemption, Period Two | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument, combined payment | $ 6,969,668 | |||
Debt instrument, payment starting date | Dec. 23, 2022 | |||
Debt instrument, frequency of periodic payment of interest | one-time final payment |
Debt - Additional Information (
Debt - Additional Information (Details) | 1 Months Ended | |
Aug. 15, 2018 USD ($) Point | Jan. 31, 2021 USD ($) Point | |
Line Of Credit Facility [Line Items] | ||
Number of production points assets sold | Point | 5 | |
Pay-down the finance lease | $ 294,163 | |
American AgCredit | ||
Line Of Credit Facility [Line Items] | ||
Number of sale and leaseback equipment points completed | Point | 5 | |
Proceeds from sale of equipment | $ 2,106,395 | |
Monthly lease payments under lease agreement | $ 40,023 | |
Annual interest rate under lease agreement | 5.60% | |
Repurchase value of lease asset at end of lease term | $ 1 | |
Conterra Agricultural Capital, LLC | ||
Line Of Credit Facility [Line Items] | ||
Repayment of debt principal amount | $ 2,081,527 | |
Debt Instrument, stated interest rate, percentage | 9.50% | |
Payment of outstanding interest on borrowings | $ 24,868 |
Debt - NAB Facilities - Additio
Debt - NAB Facilities - Additional Information (Details) | 3 Months Ended | |||||
Nov. 30, 2020 AUD ($) | Sep. 30, 2022 USD ($) | Oct. 25, 2022 AUD ($) | Sep. 30, 2022 AUD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | |
Line Of Credit Facility [Line Items] | ||||||
Facility outstanding amount | $ 39,798,376 | $ 34,382,183 | ||||
Minimum | ||||||
Line Of Credit Facility [Line Items] | ||||||
Interest rate | 2.86% | |||||
Maximum | ||||||
Line Of Credit Facility [Line Items] | ||||||
Interest rate | 6.61% | |||||
Term Loan | ||||||
Line Of Credit Facility [Line Items] | ||||||
Facility outstanding amount | $ 4,000,000 | 2,596,400 | ||||
Line of credit facility, Principal payments | $ 500,000 | $ 324,550 | ||||
Line of credit facility principal payment start date | Nov. 30, 2020 | |||||
Line of credit facility, termination date | May 31, 2026 | |||||
Line of credit facility, floating interest rate during period | 2.60% | |||||
Line of credit facility, interest rate description | Monthly interest amounts outstanding under the term loan are payable in arrears at a floating rate quoted by NAB for the applicable pricing period, plus 2.6%. | |||||
Master Asset Finance Facility | ||||||
Line Of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | 3,000,000 | 1,947,300 | ||||
Facility outstanding amount | 2,087,067 | 1,354,715 | ||||
Debt instrument maturity year | 2029 | |||||
National Australia Bank Limited | ||||||
Line Of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | 15,000,000 | 9,736,500 | ||||
Line of credit facility, current borrowing capacity | 1,400,000 | 900,000 | ||||
Facility outstanding amount | $ 37,483,264 | $ 24,330,387 | ||||
National Australia Bank Limited | Borrowing Base Line | ||||||
Line Of Credit Facility [Line Items] | ||||||
Line of credit facility interest accrued | 6.43% | 6.43% | ||||
National Australia Bank Limited | Borrowing Base Line | Minimum | ||||||
Line Of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 32,000,000 | $ 20,771,200 | ||||
National Australia Bank Limited | Borrowing Base Line | Maximum | ||||||
Line Of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | 40,000,000 | 25,964,000 | ||||
National Australia Bank Limited | Overdraft Credit | ||||||
Line Of Credit Facility [Line Items] | ||||||
Line of credit facility, termination date | Sep. 29, 2023 | |||||
National Australia Bank Limited | Overdraft Credit | Minimum | ||||||
Line Of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | 1,000,000 | 649,100 | ||||
National Australia Bank Limited | Overdraft Credit | Maximum | ||||||
Line Of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 2,000,000 | $ 1,298,200 | ||||
National Australia Bank Limited | Master Asset Finance Facility | ||||||
Line Of Credit Facility [Line Items] | ||||||
Line of credit facility, termination date | Sep. 29, 2023 | |||||
Line of credit facility, expiration extended period | 1 year | |||||
National Australia Bank Limited | Overdraft Facility | ||||||
Line Of Credit Facility [Line Items] | ||||||
Line of credit facility interest accrued | 7.22% | 7.22% | ||||
National Australia Bank Ltd Facility | ||||||
Line Of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 49,000,000 | $ 31,805,900 | ||||
National Australia Bank Ltd Facility | Borrowing Base Line | ||||||
Line Of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | 40,000,000 | 25,964,000 | ||||
National Australia Bank Ltd Facility | Overdraft Facility | ||||||
Line Of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 2,000,000 | $ 1,298,200 | ||||
National Australia Bank Ltd Facility | Line of Credit | Subsequent Event | ||||||
Line Of Credit Facility [Line Items] | ||||||
Maximum potential liquidity raised to meet covenant compliance | $ 25,000,000 |
Debt - MFP Loan Agreement - Add
Debt - MFP Loan Agreement - Additional Information (Details) - USD ($) | 3 Months Ended | |||
Sep. 22, 2022 | Sep. 30, 2022 | Oct. 28, 2022 | Oct. 27, 2022 | |
Line of Credit Facility [Line Items] | ||||
Subordinated loan & security agreement warrants | $ 146,474 | |||
MFP Loan Agreement | ||||
Line of Credit Facility [Line Items] | ||||
Debt face amount | $ 9,000,000 | |||
Debt instrument, maturity date | Nov. 30, 2025 | |||
Line of credit facility, maximum borrowing capacity | $ 9,000,000 | |||
Borrowing base in percentage based on eligible cash fee | 3.50% | |||
Warrants to purchase of common stock | 500,000 | |||
Warrant exercise price per share | $ 1.60 | |||
Subordinated loan & security agreement warrants | $ 146,474 | |||
Warrant expiration term | 5 years | |||
MFP Loan Agreement | Subsequent Event | ||||
Line of Credit Facility [Line Items] | ||||
Debt face amount | $ 12,000,000 | $ 9,000,000 | ||
Line of credit facility, maximum borrowing capacity | $ 12,000,000 | |||
MFP Loan Agreement | Letter of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, maturity date | Jan. 23, 2023 | |||
MFP Loan Agreement | Floor Rate | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, interest rate | 1.25% | |||
MFP Loan Agreement | SOFR | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, interest rate | 9.25% |
Debt - Schedule of Annual Matur
Debt - Schedule of Annual Maturities of Short-Term and Long-Term Debt (Details) | Sep. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
Remaining in 2022 | $ 7,949,167 |
2023 | 986,564 |
2024 | 683,719 |
2025 | 1,941,163 |
2026 | 156,501 |
Thereafter | 181,962 |
Total | $ 11,899,076 |
Foreign Currency Contracts - Ad
Foreign Currency Contracts - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | |
Foreign Currency Contracts [Line Items] | |||
Foreign exchange contract liability | $ 1,421,980 | $ 996,106 | |
Gain (loss) on foreign exchange contracts | $ 190,915 | $ 162,545 | |
Minimum | |||
Foreign Currency Contracts [Line Items] | |||
Foreign currency maturity term | 2022-10 | ||
Maximum | |||
Foreign Currency Contracts [Line Items] | |||
Foreign currency maturity term | 2023-06 | ||
Foreign Currency Forward Contracts | |||
Foreign Currency Contracts [Line Items] | |||
Foreign currency forward contracts, notional value | $ 17,149,868 | ||
Gain (loss) on foreign exchange contracts | $ (503,985) | $ (238,803) |
Equity - Additional Information
Equity - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Oct. 14, 2021 | Sep. 23, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | May 17, 2022 | Sep. 27, 2021 | |
Class Of Stock [Line Items] | |||||||
Net proceeds from sale of common stock | $ 0 | $ 2,481 | |||||
ATM Agreement | B. Riley Securities, Inc | |||||||
Class Of Stock [Line Items] | |||||||
Maximum aggregate offering price of common stock by agent | $ 14,000,000 | $ 24,600,000 | $ 17,100,000 | ||||
Percentage of commission on gross proceeds from sale of common stock through agent | 3.50% | ||||||
Gross proceeds from sale of common stock | $ 2,586 | $ 10,900,000 | |||||
Number of common stock shares issued during the period | 0 | 848 | 3,008,015 | ||||
Value of remaining common stock available to issue under agreement | $ 6,300,000 | ||||||
Securities Purchase Agreement | |||||||
Class Of Stock [Line Items] | |||||||
Proceeds from sale of common stock, net of fees and expenses, shares | 1,847,343 | ||||||
Common stock purchase price, per share | $ 2.73 | ||||||
Net proceeds from sale of common stock | $ 5,000,000 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Jan. 31, 2019 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2020 | Oct. 31, 2020 | Jan. 16, 2019 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Oct. 31, 2012 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Options granted | 0 | 0 | |||||||||||
Stock-based compensation | $ 456,112 | $ 394,312 | |||||||||||
Restricted Stock Units | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Stock-based compensation, total compensation cost not yet recognized, period for recognition | 1 year 2 months 8 days | ||||||||||||
Number of restricted stock units issued | 0 | 0 | 304,421 | ||||||||||
Stock-based compensation | $ 173,994 | $ 171,524 | |||||||||||
Unrecognized stock compensation expense related to restricted stock grants | $ 251,317 | ||||||||||||
2009 Plan | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Number of shares available for issuance of grants | 350,343 | 2,450,000 | 2,450,000 | 1,700,000 | 1,700,000 | 1,250,000 | 1,250,000 | ||||||
Options granted | 1,143,447 | ||||||||||||
2009 Plan | Maximum | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Stock options, term | 10 years | ||||||||||||
2009 Plan | Minimum | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Stock options, term | 5 years | ||||||||||||
Voting stock, percentage | 10% | ||||||||||||
Fair market value of common stock, percentage | 110% | ||||||||||||
2019 Plan | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Number of shares available for issuance of grants | 2,750,000 | 2,691,979 | 4,000,000 | 4,000,000 | |||||||||
Number of shares reserved for issuance under the plan | 8,243,790 | ||||||||||||
Number of new shares | 4,000,000 | ||||||||||||
2009 and 2019 Plan | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Unrecognized stock compensation expense, net of estimated forfeitures, related to options | $ 796,441 | ||||||||||||
Stock-based compensation, total compensation cost not yet recognized, period for recognition | 1 year 8 months 19 days |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary Of Stock Option Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||
Options, Outstanding as of beginning of period | 4,637,100 | 3,776,568 | |
Options, Granted | 994,725 | ||
Options, Exercised | (38,774) | ||
Options, Canceled/forfeited/expired | (125,307) | (95,419) | |
Options, Outstanding as of end of period | 4,511,793 | 4,637,100 | 3,776,568 |
Options, vested and exercisable at end of period | 3,527,758 | ||
Options, vested and expected to vest | 4,507,581 | ||
Weighted-Average Exercise Prices, Outstanding as of beginning of period | $ 2.64 | $ 2.65 | |
Weighted-Average Exercise Prices, Granted | 2.63 | ||
Weighted-Average Exercise Prices, Exercised | 2.33 | ||
Weighted-Average Exercise Prices, Canceled/forfeited/expired | 2.62 | 2.82 | |
Weighted-Average Exercise Prices, Outstanding as of end of period | 2.64 | $ 2.64 | $ 2.65 |
Weighted-Average Exercise Prices, vested and exercisable | 2.68 | ||
Weighted-Average Exercise Price, vested and expected to vest | $ 2.64 | ||
Options Outstanding, Weighted-Average Remaining Contractual Term (in years) | 5 years 9 months 18 days | 6 years 7 months 6 days | 8 years |
Weighted-Average Remaining Contractual Term (in years), vested and exercisable | 5 years 1 month 6 days | ||
Weighted-Average Remaining Contractual Term (in years), vested and expected to vest | 5 years 9 months 18 days | ||
Options, Outstanding, Aggregate Intrinsic Value | $ 3,962,766 |
Equity-Based Compensation - S_2
Equity-Based Compensation - Summary of Activity Related to Non-Vested Restricted Stock Units (Details) - Restricted Stock Units - $ / shares | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Nonvested Restricted Stock Units Outstanding, Beginning | 267,919 | 361,570 | 361,570 | |
Number of Nonvested Restricted Stock Units, Granted | 0 | 0 | 304,421 | |
Number of Nonvested Restricted Stock Units, Vested | (30,332) | (391,036) | ||
Number of Nonvested Restricted Stock Units, Forfeited | (8,750) | (7,036) | ||
Number of Nonvested Restricted Stock Units Outstanding, Ending | 228,837 | 267,919 | 361,570 | |
Weighted-Average Grant Date Fair Value, Beginning | $ 2.66 | $ 2.51 | $ 2.51 | |
Weighted-Average Grant Date Fair Value, Granted | 2.78 | |||
Weighted-Average Grant Date Fair Value, Vested | 2.44 | 2.62 | ||
Weighted-Average Grant Date Fair Value, Forfeited | 2.50 | 2.35 | ||
Weighted-Average Grant Date Fair Value, Ending | $ 2.70 | $ 2.66 | $ 2.51 | |
Weighted-Average Remaining Contractual Life (Years) | 1 year 2 months 12 days | 1 year 2 months 12 days | 1 year 3 months 18 days | |
Weighted-Average Remaining Contractual Life (Years), Granted | 2 years 4 months 24 days |
Series B Convertible Preferre_3
Series B Convertible Preferred Stock - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Feb. 18, 2022 | Sep. 27, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | |
Temporary Equity [Line Items] | |||||
Common stock, par value | $ 0.001 | $ 0.001 | |||
Net proceeds from sale of common stock | $ 0 | $ 2,481 | |||
Fair value of Series B Preferred Stock | $ 4,638,521 | ||||
Series B Convertible Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Preferred stock, shares issued | 1,695 | 1,695 | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||
Series B Convertible Preferred Stock | Purchase Agreement | |||||
Temporary Equity [Line Items] | |||||
Preferred stock, shares issued | 1,695 | ||||
Preferred stock, par value | $ 0.001 | ||||
Net proceeds from sale of common stock | $ 6,100,000 | ||||
Warrant exercise price per share | $ 5 | ||||
Temporary equity | $ 361,729 | ||||
Fair value of Series B Preferred Stock | $ 4,638,521 | ||||
Initial term of temporary equity issuance of preferred stock. | 42 months | ||||
Accreted to its redemption value | $ 5,000,250 | ||||
Series B Convertible Preferred Stock | Purchase Agreement | Minimum | |||||
Temporary Equity [Line Items] | |||||
Percentage of cash dividends | 5% | ||||
Series B Convertible Preferred Stock | Purchase Agreement | Maximum | |||||
Temporary Equity [Line Items] | |||||
Percentage of cash dividends | 7% | ||||
Series B Convertible Preferred Stock | Common Stock | Purchase Agreement | |||||
Temporary Equity [Line Items] | |||||
Warrants to purchase of common stock | 559,350 | ||||
Unit price | $ 2,950 | ||||
Net proceeds from sale of common stock | $ 5,000,000 | ||||
Convertible preferred stock into common stock | 1,000 | ||||
Percentage of common stock outstanding shares | 19.99% | ||||
Preferred stock, issuable upon conversion | 7,777,652 | ||||
Series B Convertible Preferred Stock | Common Stock | Purchase Agreement | Minimum | |||||
Temporary Equity [Line Items] | |||||
Percentage of common stock outstanding shares | 4.99% | ||||
Series B Convertible Preferred Stock | Common Stock | Purchase Agreement | Maximum | |||||
Temporary Equity [Line Items] | |||||
Percentage of common stock outstanding shares | 19.99% |
Series B Convertible Preferre_4
Series B Convertible Preferred Stock - Summary of Changes to Series B Preferred Stock (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Jun. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | ||
Beginning Balance | $ 4,804,819 | |
Issuance of preferred stock | $ 4,638,521 | |
Dividends accrued | 88,223 | 127,541 |
Accretion of discount for warrants | 25,838 | 38,757 |
Ending Balance | $ 4,918,880 | $ 4,804,819 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | Oct. 28, 2022 USD ($) $ / shares shares | Oct. 24, 2022 | Sep. 22, 2022 USD ($) $ / shares shares | Oct. 27, 2022 USD ($) | Oct. 25, 2022 AUD ($) | Sep. 30, 2022 AUD ($) | Sep. 30, 2022 USD ($) |
National Australia Bank Ltd Facility | |||||||
Subsequent Event [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 49,000,000 | $ 31,805,900 | |||||
Subsequent Event | M F P Warrants Member | |||||||
Subsequent Event [Line Items] | |||||||
Warrants to purchase of common stock | shares | 166,700 | ||||||
Warrant exercise price per share | $ / shares | $ 1.60 | ||||||
Warrant expiration term | 5 years | ||||||
Subsequent Event | National Australia Bank Ltd Facility | S&W Australia | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument, maturity date | Sep. 29, 2023 | ||||||
Debt instrument term | 1 year | ||||||
M F P Loan Agreement | |||||||
Subsequent Event [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 9,000,000 | ||||||
Debt instrument, maturity date | Nov. 30, 2025 | ||||||
Debt face amount | $ 9,000,000 | ||||||
Warrants to purchase of common stock | shares | 500,000 | ||||||
Warrant exercise price per share | $ / shares | $ 1.60 | ||||||
Warrant expiration term | 5 years | ||||||
M F P Loan Agreement | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 12,000,000 | ||||||
Debt face amount | 12,000,000 | $ 9,000,000 | |||||
7th Amendment to CIBC Loan Agreement | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | 21,000,000 | 18,000,000 | |||||
Borrowing base in based on eligible inventory sublimit | 12,000,000 | 9,000,000 | |||||
1st amendment to subordinate loan | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 12,000,000 | $ 9,000,000 | |||||
Line of Credit | Subsequent Event | National Australia Bank Ltd Facility | |||||||
Subsequent Event [Line Items] | |||||||
Maximum potential liquidity raised to meet covenant compliance | $ 25,000,000 | ||||||
Borrowing Base Line | National Australia Bank Ltd Facility | |||||||
Subsequent Event [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | 40,000,000 | 25,964,000 | |||||
Borrowing Base Line | National Australia Bank Ltd Facility | S&W Australia | Minimum | |||||||
Subsequent Event [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | 32,000,000 | 20,771,200 | |||||
Borrowing Base Line | National Australia Bank Ltd Facility | S&W Australia | Maximum | |||||||
Subsequent Event [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | 40,000,000 | 25,964,000 | |||||
Borrowing Base Line | Subsequent Event | S&W Australia | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument, maturity date | Sep. 30, 2024 | ||||||
Overdraft Facility | National Australia Bank Ltd Facility | |||||||
Subsequent Event [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | 2,000,000 | 1,298,200 | |||||
Overdraft Facility | National Australia Bank Ltd Facility | S&W Australia | Minimum | |||||||
Subsequent Event [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | 1,000,000 | 649,100 | |||||
Overdraft Facility | National Australia Bank Ltd Facility | S&W Australia | Maximum | |||||||
Subsequent Event [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 2,000,000 | $ 1,298,200 | |||||
Overdraft Facility | Subsequent Event | National Australia Bank Ltd Facility | S&W Australia | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument, maturity date | Sep. 29, 2023 |