DEBT | NOTE 7 - DEBT Total debt outstanding is presented on the consolidated balance sheet as follows: December 31, 2022 June 30, 2022 Current portion of working capital lines of credit CIBC $ 16,207,360 $ 12,804,611 National Australia Bank Limited 24,473,556 338,314 National Australia Bank Limited Overdraft Facility 1,160,587 — Debt issuance costs ( 431,286 ) ( 464,028 ) Total current portion of working capital lines of credit, net 41,410,217 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 $ 41,410,217 $ 34,382,183 Current portion of long-term debt Finance leases $ 608,663 $ 804,309 Term Loan - National Australia Bank Limited 340,250 344,400 Machinery & equipment loans - National Australia Bank Limited 254,414 246,547 Machinery & equipment loans - Hyster 11,957 11,834 Vehicle loans - Ford Credit 40,341 40,341 Secured real estate note - Rooster 6,527,849 6,905,995 Debt issuance costs ( 39,574 ) ( 36,643 ) Total current portion, net 7,743,900 8,316,783 Long-term debt, less current portion Finance leases 239,238 500,723 Term loan - National Australia Bank Limited 2,381,750 2,410,800 Machinery & equipment loans - National Australia Bank Limited 1,022,603 963,733 Machinery & equipment loans - Hyster 22,331 28,722 Vehicle loans - Ford Credit 65,934 88,583 Debt issuance costs — ( 21 ) Total long-term portion, net 3,731,856 3,992,540 Total debt, net $ 11,475,756 $ 12,309,323 CIBC Loan Agreement 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. As described in Note 8 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended June 30, 2022, the CIBC Loan Agreement was subsequently amended on several occasions through the year ended June 30, 2022. During the six months ended December 31, 2022, the CIBC Loan Agreement was further amended as follows: • on September 22, 2022, the CIBC Loan Agreement was amended to, among other things, (i) specify that the borrowing base eligible inventory sublimit cannot be reduced below the proceeds available to be drawn under the MFP Letter of Credit (as defined below), (ii) waive the Company's non-compliance with certain financial covenants under the CIBC Loan Agreement and (iii) establish a minimum liquidity of no less than $ 1.0 million tested weekly as of the last day of each week for the remainder of the term of the CIBC Loan Agreement; • on October 28, 2022, the CIBC Loan Agreement was amended to, among other things, increase (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; and • on December 23, 2022, the CIBC Loan Agreement was amended to, among other things, extend the maturity date of all revolving loans, advances and other obligations outstanding under the CIBC Loan Agreement from December 23, 2022 to March 23, 2023. As of December 31, 2022, the Company was in compliance with all covenants contained in the CIBC Loan Agreement. As of December 31, 2022 , there was approximately $ 4.8 million of unused availability on the CIBC Credit Facility. Rooster Note During the six months ended December 31, 2022, the Rooster Note (as defined in Note 8 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended June 30, 2022) was amended as follows: • on September 22, 2022, the Company entered into an amendment to extend the Rooster Note’s maturity date to December 23, 2022; and • on December 23, 2022, the Company entered into an amendment to the Rooster Note that (i) increased the interest rate on the Rooster Note from 7.75 % to 9.25 % per annum and (ii) extended the maturity date of the Rooster Note from December 23, 2022 to March 1, 2023. On February 6, 2023, Shell paid off the approximately $ 7.0 million of outstanding principal and accrued interest on the Rooster Note in connection with the Vision Bioenergy partnership (see Note 13). Australian Facilities S&W Australia’s debt facilities with National Australia Bank, or NAB, as amended to date, or the NAB Finance Agreement, were amended and restated effective October 24, 2022, and further amended on October 25, 2022. 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 $ 32.0 million (USD $ 21.8 million as of December 31, 2022 ) to AUD $ 40.0 million (USD $ 27.2 million as of December 31, 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 $ 1.0 million (USD $ 0.7 million as of December 31, 2022 ) to AUD $ 2.0 million (USD $ 1.4 million as of December 31, 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 . After the amendments, the consolidated debt facilities under the NAB Finance Agreement provide for up to an aggregate of AUD $ 49.0 (USD $ 33.3 million as of December 31, 2022 ) of credit. The NAB Finance Agreement is guaranteed by S&W Seed Company up to a maximum of AUD $ 15.0 million (USD $ 10.2 million as of December 31, 2022). Following the October 2022 amendments, the NAB Finance Agreement contained an undertaking requiring the Company to maintain a net related entity position of not more than AUD $ 25.0 million, and the Company's ability to comply with this undertaking was subject to fluctuations in foreign currency conversion rates outside of the Company's control. Due to fluctuations in foreign currency conversion rates, the Company was not in compliance with this undertaking as of December 31, 2022, and the Company subsequently obtained a waiver from NAB with respect to such non-compliance as of December 31, 2022. On February 8, 2023, the Company further amended the NAB Finance Agreement to change the required net related entity position from AUD $ 25.0 million to USD $ 18.5 million. The Company believes that this amendment will provide the Company with greater control over compliance with this undertaking. As of December 31, 2022, approximately AUD $ 4.3 million (USD $ 2.9 million) remained available for use under the NAB Finance Agreement. 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 $ 9.0 million, 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 initially matured on January 23, 2023 , one month after the maturity date of the existing 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 $ 9.0 million of term loan advances. Concurrent with the October 28, 2022 amendment to the CIBC Loan Agreement (as described above), MFP amended the MFP Letter of Credit to increase the face amount from $ 9.0 million to $ 12.0 million, and the MFP Loan Agreement was amended to increase the maximum amount of term loan advances available to the Company from $ 9.0 million to $ 12.0 million. In connection with the December 23, 2022 amendment to the CIBC Loan Agreement, MFP amended the MFP Letter of Credit, extending the maturity date from January 23, 2023 to April 30, 2023. 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 %, 50 % of which will be payable in cash on the last day of each fiscal quarter and 50 % 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. Maturities of Long-Term Debt The annual maturities of long-term debt, excluding finance lease liabilities, are as follows: Fiscal Year Amount 2023 $ 6,699,960 2024 675,326 2025 585,624 2026 2,351,682 2027 164,072 Thereafter 190,765 Total $ 10,667,429 |