Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2023 | May 08, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | S&W SEED CO | |
Entity Central Index Key | 0001477246 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2023 | |
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 | 42,963,993 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Trading Symbol | SANW | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | NV | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2023 | Jun. 30, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 1,569,463 | $ 2,056,508 |
Accounts receivable, net | 20,424,589 | 19,051,236 |
Inventories, net | 55,666,627 | 54,515,894 |
Prepaid expenses and other current assets | 10,748,580 | 1,605,987 |
TOTAL CURRENT ASSETS | 88,409,259 | 77,229,625 |
Property, plant and equipment, net | 10,241,685 | 16,871,669 |
Intangibles, net | 30,328,212 | 34,095,827 |
Right of use assets - operating leases | 3,344,109 | 4,094,253 |
Equity method investments | 24,121,771 | 367,970 |
Other assets | 2,038,618 | 1,128,507 |
TOTAL ASSETS | 158,483,654 | 133,787,851 |
CURRENT LIABILITIES | ||
Accounts payable | 17,441,428 | 15,901,116 |
Deferred revenue | 1,411,651 | 605,960 |
Accrued expenses and other current liabilities | 8,686,623 | 10,788,740 |
Current portion of working capital lines of credit, net | 42,783,136 | 12,678,897 |
Current portion of long-term debt, net | 1,058,051 | 8,316,783 |
TOTAL CURRENT LIABILITIES | 71,380,889 | 48,291,496 |
Long-term working capital lines of credit, less current portion | 0 | 21,703,286 |
Long-term debt, net, less current portion | 3,648,732 | 3,992,540 |
Other non-current liabilities | 2,575,442 | 3,587,041 |
TOTAL LIABILITIES | 77,605,063 | 77,574,363 |
MEZZANINE EQUITY | ||
Preferred stock, $0.001 par value; 3,323 shares authorized; 1,695 issued and outstanding at March 31, 2023 and June 30, 2022 | 5,154,079 | 4,804,819 |
STOCKHOLDERS' EQUITY | ||
Common stock, $0.001 par value; 75,000,000 shares authorized; 42,914,070 issued and 42,889,070 outstanding at March 31, 2023; 42,608,758 issued and 42,583,758 outstanding at June 30, 2022 | 42,914 | 42,609 |
Treasury stock, at cost, 25,000 shares | (134,196) | (134,196) |
Additional paid-in capital | 167,297,153 | 163,892,575 |
Accumulated deficit | (84,598,398) | (105,873,557) |
Accumulated other comprehensive loss | (6,908,157) | (6,560,600) |
Non-controlling interests | 25,196 | 41,838 |
TOTAL STOCKHOLDERS' EQUITY | 75,724,512 | 51,408,669 |
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY | 158,483,654 | 133,787,851 |
MEZZANINE EQUITY | ||
MEZZANINE EQUITY | ||
Preferred stock, $0.001 par value; 3,323 shares authorized; 1,695 issued and outstanding at March 31, 2023 and June 30, 2022 | $ 5,154,079 | $ 4,804,819 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2023 | 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 | 42,914,070 | 42,608,758 |
Common stock, shares outstanding | 42,889,070 | 42,583,758 |
Treasury stock, shares | 25,000 | 25,000 |
MEZZANINE EQUITY | ||
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 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 17,662,307 | $ 23,186,877 | $ 50,465,974 | $ 51,349,967 |
Cost of revenue | 13,231,836 | 20,481,463 | 38,781,701 | 43,857,520 |
Gross profit | 4,430,471 | 2,705,414 | 11,684,273 | 7,492,447 |
Operating expenses | ||||
Selling, general and administrative expenses | 5,990,651 | 5,582,060 | 17,289,120 | 18,260,785 |
Research and development expenses | 1,208,038 | 1,904,631 | 4,226,891 | 6,010,172 |
Depreciation and amortization | 1,107,206 | 1,379,856 | 3,697,544 | 4,084,554 |
Loss (gain) on disposal of property, plant and equipment | 37,325 | 49,796 | 32,914 | 13,957 |
Total operating expenses | 8,343,220 | 8,916,343 | 25,246,469 | 28,369,468 |
Loss from operations | (3,912,749) | (6,210,929) | (13,562,196) | (20,877,021) |
Other (income) expense | ||||
Foreign currency loss | 331,889 | 146,935 | 699,428 | 567,963 |
Government grant income | (1,444,044) | 0 | (1,444,044) | 0 |
Gain on sale of business interest | (38,323,506) | 0 | (38,323,506) | 0 |
Gain on sale of equity investment | 0 | (68,967) | (32,030) | (68,967) |
Gain on disposal of intangible assets | 0 | 0 | (1,796,252) | 0 |
Change in contingent consideration obligation | 0 | (185,800) | 0 | (714,429) |
Interest expense - amortization of debt discount | 697,840 | 246,801 | 1,559,595 | 660,191 |
Interest expense, net | 1,163,533 | 592,853 | 3,042,539 | 1,735,392 |
Other (income) expenses | 1,641,406 | (3,157) | 1,601,697 | (13,746) |
Income (loss) before income taxes | 32,020,133 | (6,939,594) | 21,130,377 | (23,043,425) |
Provision for (benefit from) income taxes | (500,118) | 322,661 | (884,078) | 414,636 |
Income (loss) before equity in net earnings of affiliates | 32,520,251 | (7,262,255) | 22,014,455 | (23,458,061) |
Equity in loss of equity method investees, net of tax | 406,678 | 0 | 406,678 | 0 |
Net income (loss) | 32,113,573 | (7,262,255) | 21,607,777 | (23,458,061) |
(Loss) income attributable to non-controlling interests | (5,792) | 42,668 | (16,642) | 41,939 |
Net income (loss) attributable to S&W Seed Company | 32,119,365 | (7,304,923) | 21,624,419 | (23,500,000) |
Net income (loss) attributable to S&W Seed Company | 32,119,365 | (7,304,923) | 21,624,419 | (23,500,000) |
Dividends accrued for participating securities and accretion | (121,137) | (53,195) | (349,260) | (53,195) |
Net income (loss) attributable to common shareholders | $ 31,998,228 | $ (7,358,118) | $ 21,275,159 | $ (23,553,195) |
Net income (loss) attributable to S&W Seed Company per common share: | ||||
Basic | $ 0.75 | $ (0.19) | $ 0.50 | $ (0.62) |
Diluted | $ 0.74 | $ (0.19) | $ 0.50 | $ (0.62) |
Weighted average number of common shares outstanding: | ||||
Basic | 42,790,693 | 39,515,547 | 42,681,201 | 38,240,917 |
Diluted | 43,166,148 | 39,515,547 | 42,873,830 | 38,240,917 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 32,113,573 | $ (7,262,255) | $ 21,607,777 | $ (23,458,061) |
Foreign currency translation adjustment, net of income taxes | (172,782) | 480,280 | (347,557) | 272,502 |
Comprehensive income (loss) | 31,940,791 | (6,781,975) | 21,260,220 | (23,185,559) |
Comprehensive (loss) income attributable to non-controlling interests | (5,792) | 42,668 | (16,642) | 41,939 |
Comprehensive income (loss) attributable to S&W Seed Company | $ 31,946,583 | $ (6,824,643) | $ 21,276,862 | $ (23,227,498) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) | Total | Preferred Stock | 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, amount | 1,821,808 | 1,821,808 | ||||||
Mezzanine equity Issuance of Series B convertible preferred stock, amount | $ 4,638,521 | |||||||
Mezzanine equity Issuance of Series B convertible preferred stock, shares | 1,695 | |||||||
Mezzanine equity series B detachable warrant | 12,919 | $ 12,919 | ||||||
Series B detachable warrant | 348,810 | 361,729 | (12,919) | |||||
Mezzanine equity accrued dividends on Series B convertible preferred stock | 40,276 | 40,276 | ||||||
Accrued dividends on Series B convertible preferred stock | (40,276) | (40,276) | ||||||
Net issuance to settle RSUs, amount | (178,727) | $ 312 | (179,039) | |||||
Net issuance to settle RSUs, shares | 311,542 | |||||||
Proceeds from sale of common stock, net of fees and expenses, amount | 10,657,774 | $ 4,481 | 10,653,293 | |||||
Proceeds from sale of common stock, net of fees and expenses, shares | 4,481,243 | |||||||
Other comprehensive income (loss) | 272,502 | 272,502 | ||||||
Net (loss) income | (23,458,061) | (23,500,000) | 41,939 | |||||
Ending Balance, amount at Mar. 31, 2022 | 63,817,023 | $ 41,566 | $ (134,196) | 162,342,148 | (92,865,104) | 10,933 | (5,578,324) | |
Ending Balance, shares at Mar. 31, 2022 | 41,565,768 | (25,000) | ||||||
Mezzanine Equity Ending Balance, amount at Mar. 31, 2022 | $ 4,691,716 | |||||||
Mezzanine Equity Ending Balance, shares at Mar. 31, 2022 | 1,695 | |||||||
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) | ||||||
Issuance of common stock for cash upon exercise of stock options, shares | 38,774 | |||||||
Mezzanine equity series B detachable warrant | $ 38,757 | |||||||
Mezzanine equity accrued dividends on Series B convertible preferred stock | 127,541 | |||||||
Ending Balance, amount at Jun. 30, 2022 | 51,408,669 | $ 42,609 | $ (134,196) | 163,892,575 | (105,873,557) | 41,838 | (6,560,600) | |
Ending Balance, shares at Jun. 30, 2022 | 42,608,758 | (25,000) | ||||||
Mezzanine Equity Ending Balance, amount at Jun. 30, 2022 | 4,804,819 | $ 4,804,819 | ||||||
Mezzanine Equity Ending Balance, shares at Jun. 30, 2022 | 1,695 | |||||||
Beginning Balance, amount at Dec. 31, 2021 | 64,160,529 | $ 38,915 | $ (134,196) | 155,853,135 | (85,506,986) | (31,735) | (6,058,604) | |
Beginning Balance, shares at Dec. 31, 2021 | 38,914,660 | (25,000) | ||||||
Stock-based compensation, amount | 413,293 | 413,293 | ||||||
Mezzanine equity Issuance of Series B convertible preferred stock, amount | $ 4,638,521 | |||||||
Mezzanine equity Issuance of Series B convertible preferred stock, shares | 1,695 | |||||||
Mezzanine equity series B detachable warrant | $ 12,919 | |||||||
Series B detachable warrant | 348,810 | 361,729 | (12,919) | |||||
Mezzanine equity accrued dividends on Series B convertible preferred stock | 40,276 | 40,276 | ||||||
Accrued dividends on Series B convertible preferred stock | (40,276) | (40,276) | ||||||
Net issuance to settle RSUs, amount | (20,440) | $ 18 | (20,458) | |||||
Net issuance to settle RSUs, shares | 18,056 | |||||||
Proceeds from sale of common stock, net of fees and expenses, amount | 5,737,082 | $ 2,633 | 5,734,449 | |||||
Proceeds from sale of common stock, net of fees and expenses, shares | 2,633,052 | |||||||
Other comprehensive income (loss) | 480,280 | 480,280 | ||||||
Net (loss) income | (7,262,255) | (7,304,923) | 42,668 | |||||
Ending Balance, amount at Mar. 31, 2022 | 63,817,023 | $ 41,566 | $ (134,196) | 162,342,148 | (92,865,104) | 10,933 | (5,578,324) | |
Ending Balance, shares at Mar. 31, 2022 | 41,565,768 | (25,000) | ||||||
Mezzanine Equity Ending Balance, amount at Mar. 31, 2022 | $ 4,691,716 | |||||||
Mezzanine Equity Ending Balance, shares at Mar. 31, 2022 | 1,695 | |||||||
Mezzanine Equity Beginning Balance, amount at Jun. 30, 2022 | 4,804,819 | $ 4,804,819 | ||||||
Mezzanine Equity Beginning Balance, shares at Jun. 30, 2022 | 1,695 | |||||||
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, amount | 1,381,898 | 1,381,898 | ||||||
Issuance of common stock for cash upon exercise of stock options | $ 997 | $ 1 | 996 | |||||
Issuance of common stock for cash upon exercise of stock options, shares | 1,050 | 1,050 | ||||||
Mezzanine equity series B detachable warrant | $ 77,514 | $ 77,514 | ||||||
Series B detachable warrant | (77,514) | (77,514) | ||||||
Mezzanine equity accrued dividends on Series B convertible preferred stock | 271,746 | 271,746 | ||||||
Accrued dividends on Series B convertible preferred stock | (271,746) | (271,746) | ||||||
Subordinated loan & security agreement warrants | 1,894,901 | 1,894,901 | ||||||
Net issuance to settle RSUs, amount | (25,663) | $ 202 | (25,865) | |||||
Net issuance to settle RSUs, shares | 201,807 | |||||||
Proceeds from sale of common stock, net of fees and expenses, amount | 152,750 | $ 102 | 152,648 | |||||
Proceeds from sale of common stock, net of fees and expenses, shares | 102,455 | |||||||
Other comprehensive income (loss) | (347,557) | (347,557) | ||||||
Net (loss) income | 21,607,777 | 21,624,419 | (16,642) | |||||
Ending Balance, amount at Mar. 31, 2023 | 75,724,512 | $ 42,914 | $ (134,196) | 167,297,153 | (84,598,398) | 25,196 | (6,908,157) | |
Ending Balance, shares at Mar. 31, 2023 | 42,914,070 | (25,000) | ||||||
Mezzanine Equity Ending Balance, amount at Mar. 31, 2023 | 5,154,079 | $ 5,154,079 | ||||||
Mezzanine Equity Ending Balance, shares at Mar. 31, 2023 | 1,695 | |||||||
Mezzanine Equity Beginning Balance, amount at Dec. 31, 2022 | $ 5,032,942 | |||||||
Mezzanine Equity Beginning Balance, shares at Dec. 31, 2022 | 1,695 | |||||||
Beginning Balance, amount at Dec. 31, 2022 | 42,051,933 | $ 42,788 | $ (134,196) | 165,444,354 | (116,596,626) | 30,988 | (6,735,375) | |
Beginning Balance, shares at Dec. 31, 2022 | 42,788,423 | (25,000) | ||||||
Stock-based compensation, amount | 619,892 | 619,892 | ||||||
Issuance of common stock for cash upon exercise of stock options | 997 | $ 1 | 996 | |||||
Issuance of common stock for cash upon exercise of stock options, shares | 1,050 | |||||||
Mezzanine equity series B detachable warrant | $ 25,838 | |||||||
Series B detachable warrant | (25,838) | (25,838) | ||||||
Mezzanine equity accrued dividends on Series B convertible preferred stock | 95,299 | 95,299 | ||||||
Accrued dividends on Series B convertible preferred stock | (95,299) | (95,299) | ||||||
Subordinated loan & security agreement warrants | 1,092,000 | 1,092,000 | ||||||
Net issuance to settle RSUs, amount | (12,714) | $ 23 | (12,737) | |||||
Net issuance to settle RSUs, shares | 22,142 | |||||||
Proceeds from sale of common stock, net of fees and expenses, amount | 152,750 | $ 102 | 152,648 | |||||
Proceeds from sale of common stock, net of fees and expenses, shares | 102,455 | |||||||
Other comprehensive income (loss) | (172,782) | (172,782) | ||||||
Net (loss) income | 32,113,573 | 32,119,365 | (5,792) | |||||
Ending Balance, amount at Mar. 31, 2023 | 75,724,512 | $ 42,914 | $ (134,196) | $ 167,297,153 | $ (84,598,398) | $ 25,196 | $ (6,908,157) | |
Ending Balance, shares at Mar. 31, 2023 | 42,914,070 | (25,000) | ||||||
Mezzanine Equity Ending Balance, amount at Mar. 31, 2023 | $ 5,154,079 | $ 5,154,079 | ||||||
Mezzanine Equity Ending Balance, shares at Mar. 31, 2023 | 1,695 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ 21,607,777 | $ (23,458,061) |
Adjustments to reconcile net income (loss) from operating activities to net | ||
Stock-based compensation | 1,382,895 | 1,821,808 |
Allowance for doubtful accounts | (76,575) | 200,458 |
Inventory write-down | 1,125,715 | 1,877,229 |
Depreciation and amortization | 3,697,544 | 4,084,554 |
Loss on disposal of property, plant and equipment | 32,914 | 13,957 |
Gain on disposal of intangible assets | (1,796,252) | 0 |
Gain on sale of business interest | (38,323,506) | 0 |
Gain on sale of equity investment | (32,030) | 0 |
Equity in loss of equity method investees, net of tax | 406,678 | 0 |
Government grant income | (1,444,044) | 0 |
Change in deferred tax provision | (915,449) | 0 |
Change in foreign exchange contracts | (167,688) | 46,157 |
Foreign currency transactions | (1,320,052) | 0 |
Change in contingent consideration obligation | 0 | (714,429) |
Amortization of debt discount | 1,559,595 | 660,191 |
Changes in: | ||
Accounts receivable | (347,874) | (4,272,470) |
Unbilled accounts receivable | (149,735) | 0 |
Inventories | (2,961,203) | (10,256,441) |
Prepaid expenses and other current assets | 1,470,258 | 363,963 |
Other non-current assets | (786,506) | (152,621) |
Accounts payable | 1,868,140 | 8,866,376 |
Deferred revenue | 806,691 | 2,670,287 |
Accrued expenses and other current liabilities | (1,438,490) | 360,147 |
Other non-current liabilities | (27,198) | (117,524) |
Net cash used in operating activities | (15,828,395) | (18,006,419) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Additions to property, plant and equipment | (925,747) | (1,637,547) |
Proceeds from disposal of property, plant and equipment | 6,292 | 79,862 |
Net proceeds from sale of equity investment | 400,000 | 988,504 |
Proceeds from partnership transaction | 2,000,000 | 0 |
Capital contributions to partnerships | (119,897) | 0 |
Proceeds from sale of business interest | 7,000,000 | 0 |
Net cash provided by (used in) investing activities | 8,360,648 | (569,181) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Net proceeds from sale of common stock | 152,750 | 10,657,775 |
Net proceeds from sale of Series B convertible preferred stock | 0 | 5,000,250 |
Taxes paid related to net share settlements of stock-based compensation awards | (25,663) | (178,727) |
Borrowings and repayments on lines of credit, net | 7,825,838 | 2,757,274 |
Borrowings of long-term debt | 298,694 | 860,801 |
Debt issuance costs | (324,629) | (169,901) |
Repayments of long-term debt | (1,361,496) | (1,027,959) |
Net cash provided by financing activities | 6,565,494 | 17,899,513 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | 415,208 | 290,069 |
NET DECREASE IN CASH & CASH EQUIVALENTS | (487,045) | (386,018) |
CASH AND CASH EQUIVALENTS, beginning of the period | 2,056,508 | 3,527,937 |
CASH AND CASH EQUIVALENTS, end of period | $ 1,569,463 | $ 3,141,919 |
General
General | 9 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL | NOTE 1 - GENERAL The Company is a global multi-crop, middle-market agricultural company that is principally engaged in breeding, growing, processing and selling agricultural seeds. The Company operates seed cleaning and processing facilities, which are located in Texas, New South Wales and South Australia. The Company’s seed products are primarily grown under contract by farmers. The Company is currently focused on growing sales of their proprietary and traited products, improving margins through pricing and operational efficiencies, and developing the camelina market via a newly formed partnership. Investments and Partnership Activity Shell Partnership On February 6, 2023, S&W and Equilon Enterprises LLC (dba Shell Oil Products US, or Shell), entered into a partnership for the development and production of sustainable biofuel feedstocks through Vision Bioenergy Oilseeds LLC, or Vision Bioenergy. Under the terms of the partnership agreement, S&W contributed production and research facilities, along with certain personal property, including vehicles and other similar equipment, into its Vision Bioenergy subsidiary and subsequently sold a 66 % interest in the subsidiary to Shell. See Note 11 for further information. Trigall Australia Partnership Effective December 23, 2022, the Company’s wholly owned subsidiary, S&W Seed Company Australia Pty Ltd, or S&W Australia, entered into a partnership with Trigall Genetics S.A., or Trigall, for the development and marketing of wheat varieties in Australia. Under the terms of the partnership agreement, S&W Australia transferred certain intellectual property license rights and equipment into a wholly owned subsidiary and subsequently sold an 80 % interest in the subsidiary to Trigall. The subsidiary was renamed Trigall Australia Pty Ltd, or Trigall Australia. See Note 11 for further information. Bioceres Investment As of June 30, 2021, the Company held an investment in Bioceres, S.A., a provider of crop productivity solutions headquartered in Argentina. 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 . The carrying value of the remainder of the investment was $ 367,970 at June 30, 2022, which was reported in Equity method investments on the Company's consolidated balance sheet. During the nine months ended March 31, 2023, the Company sold off the remainder of its investment in Bioceres, S.A. for net proceeds of $ 400,000 , which included a gain on the sale of equity investment of $ 32,030 . Basis of Presentation The accompanying condensed 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 statement of the Company’s consolidated balance sheets, statements of operations, comprehensive income (loss), cash flows and mezzanine equity 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 condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Annual Report on Form 10-K for the fiscal year ended June 30, 2022, as filed with the SEC. Certain prior period information has been reclassified to conform to the current period presentation. Operating lease right-of-use assets were reclassified from “Other assets” to “Right-of-use assets – operating leases” on the balance sheet in accordance with the disclosure guidance of ASC 842. Previously, the operating lease right-of-use assets were disclosed in the footnotes. 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, the carrying value of the Company's equity investments, asset impairments, provisions for income taxes, grower accruals (an estimate of amounts payable to farmers who grow seed for the Company), 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 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. The Company believes the estimates and assumptions underlying the accompanying condensed consolidated financial statements are reasonable and supportable based on the information available at the time the financial statements were prepared. However, certain adverse geopolitical and macroeconomic events, such as 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. These factors make many of the estimates and assumptions reflected in these condensed consolidated financial statements inherently less certain. Therefore, actual results may ultimately differ from those estimates to a greater degree than historically. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Liquidity and Going Concern Excluding the gain recognized in relation to the Vision Bioenergy partnership, the Company is not profitable and has recorded negative cash flows for the last several years. For the nine months ended March 31, 2023 , the Company reported net income of $ 21.6 million and net cash used in operations of $ 15.8 million. As of March 31, 2023 , the Company had cash on hand of $ 1.6 million. The Company had $ 1.8 million of unused availability from its working capital facilities as of March 31, 2023 (see Note 7 for further discussion) . The Company also has access to capital under ATM Common Stock Sales (defined below in Note 9), which had $ 6.2 million remaining available to sell under the ATM agreement as of March 31, 2023. The Company’s Loan and Security Agreement, dated March 22, 2023, or the CIBC Loan Agreement, with CIBC Bank USA, or CIBC, which matures on August 31, 2024 ($ 18.3 million outstanding as of March 31, 2023), 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 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. The CIBC Loan Agreement as presently in effect requires the Company to meet minimum Adjusted EBITDA levels on a quarterly basis, 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 USD $ 18.5 million. The Company met all financial covenants as of March 31, 202 3, but there can be no assurance the Company will be successful in meeting its covenants or securing future waivers and/or amendments from its lenders. If the Company is unsuccessful in doing so and cannot obtain other financing options, it may need to reduce the scope of its operations, repay amounts owed to its lenders or sell certain assets. These operating and liquidity factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Co mpany’s condensed 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 condensed consolidated statement of operations. For the nine months ended March 31, 2023, a $ 0.6 million loss was recognized to cost of revenues an d a $ 0.7 mi llion foreign currency loss was recorded to other (income) expense. For the three months ended March 31, 2023, a $ 0.4 million loss was recognized to cost of revenues an d a $ 0.3 mi llion foreign currency loss was recorded to other (income) expense. 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 $ 258,821 and $ 233,927 on March 31, 2023 and June 30, 2022, respectively. Inventories Components of inventory are as follows: As of As of March 31, 2023 June 30, 2022 Raw materials and supplies $ 3,312,634 $ 2,645,764 Work in progress 12,890,422 6,677,980 Finished goods 39,463,571 45,192,150 Inventories, net $ 55,666,627 $ 54,515,894 Employee Retention Credit In response to the COVID-19 pandemic, the Employee Retention Credit, or ERC, was established under the Coronavirus Aid, Relief, and Economic Security Act. The ERC is a refundable tax credit meant for businesses that continued to pay employees while shut down due to the COVID-19 pandemic or had significant declines in gross receipts from March 13, 2020 to December 31, 2021. Companies who meet the eligibility requirements can claim the ERC on an original or adjusted employment tax return for a period within those dates. In March 2023, the Company determined that it qualifies for $ 1.4 million in relief for the period from April 1, 2021 to September 30, 2021. Upon receipt of the relief, the Company will owe $ 0.2 million in tax advisory costs associated with the assessment of the tax credit. Further research is ongoing to determine if the Company qualifies for any other reporting periods. As there is no authoritative guidance under US GAAP for government assistance to for-profit business entities, the Company accounts for the ERC by analogy to International Accounting Standards 20, or IAS 20, Accounting for Government Grants and Disclosure of Government Assistance . In accordance with IAS 20, management determined it has reasonable assurance of receipt of the identified ERC amount and recorded the $ 1.4 million benefit as Government grant income in the condensed consolidated statements of operations during the three and nine month periods ended March 31, 2023. A corresponding accrual of the tax credit receivable was recorded as a current asset on the condensed consolidated balance sheet as of March 31, 2023. 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 and nine months ended March 31, 2023 and 2022 ha s been affected by the valuation allowance on the Company’s deferred tax assets as well as the gain related to the formation of our wheat partnership with Trigall. Net Income (Loss) Per Common Share Data 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 and related warrant, or Series B Warrant (see Note 14 of the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended June 30, 2022 , as filed with the SEC), are participating securities because holders of such shares 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 in the two-class earnings per share, or EPS, calculation. Accretion to the redemption value for the Series B Preferred Stock is also treated as a deemed dividend and subtracted from net income attributable to shareholders. There were no undistributed earnings to allocate to the participating securities in the three and nine month periods ended March 31, 2023 and 2022. The calculation of net loss per common share is shown in the table below: Three Months Ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 Numerator: Net income (loss) attributable to S&W Seed Company $ 32,119,365 $ ( 7,304,923 ) $ 21,624,419 $ ( 23,500,000 ) Dividends accrued for participating securities ( 95,299 ) ( 40,276 ) ( 271,746 ) ( 40,276 ) Accretion of Series B Preferred Stock redemption value ( 25,838 ) ( 12,919 ) ( 77,514 ) ( 12,919 ) Numerator for net income (loss) per common share - basic and diluted $ 31,998,228 $ ( 7,358,118 ) $ 21,275,159 $ ( 23,553,195 ) Denominator: Denominator for basic EPS - weighted average shares 42,790,693 39,515,547 42,681,201 38,240,917 Less: weighted average shares - dilutive securities: Employee stock options 182,574 — 60,858 — Employee restricted stock options 192,881 — 131,771 — Denominator for diluted EPS - weighted average shares 43,166,148 39,515,547 42,873,830 38,240,917 Net income (loss) per common share - basic $ 0.75 $ ( 0.19 ) $ 0.50 $ ( 0.62 ) Net income (loss) per common share - diluted $ 0.74 $ ( 0.19 ) $ 0.50 $ ( 0.62 ) Anti-dilutive shares, which have been excluded from the computation of diluted income (loss) per share, included 4,319,232 employee stock options, 1,695,000 shares issuable upon conversion of the Series B Convertible Preferred Stock, warrants to purchase 2,633,400 shares of common stock related to the MFP Loan Agreement (as defined below) , 559,350 warrants issued with the Company's Series B Convertible Preferred Stock, and 48,439 restricted stock units. The terms and conditions of these securities are more fully described in Note 9 and Note 10 in these condensed consolidated financial statements and in Note 13 and Note 14 of the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended June 30, 2022, as filed with the SEC. For the period ended March 31, 2022 , all potentially dilutive shares were anti-dilutive and excluded from the calculation of diluted loss per share because net losses were recognized. Concentrations No single customer accounted for more than 10 % of the Company's revenue for the three and nine months ended March 31, 2023 and 2022. No one customer accounted for more than 10 % of the Company’s accounts receivable as of March 31, 2023 and as of June 30, 2022. The Company sells a substantial portion of its products to international customers (see Note 4 ). Sales to international markets represented 55 % and 60 % of revenue during the three months ended March 31, 2023 and 2022 , respectively. Sales to international markets represented 75 % and 70 % of revenue during the nine months ended March 31, 2023 and 2022 , respectively. The net book value of fixed assets located outside the United States was 31 % and 22 % of total fixed assets on March 31, 2023 and June 30, 2022 , respectively. Cash balances located outside of the United States may not be insured and totaled $ 439,920 and $ 811,551 on March 31, 2023 and June 30, 2022 , respectively. Cash balances residing in the United States exceeding the Federal Deposit Insurance Corporation limit of $ 250,000 totaled $ 879,542 and $ 994,957 on March 31, 2023 and June 30, 2022 , respectively. Derivative Financial Instruments 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 derivative financial instruments. The Company has entered into foreign currency forward contracts and foreign currency call options (see Note 8) 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 and options are not designated as hedging instruments under ASC 815; accordingly, changes in the fair value are recorded in current period earnings. Premiums paid for foreign currency options with strike prices below the spot market price when acquired represent the time value of the option, as there is no intrinsic value. Such premiums are recorded as a current asset and amortized over the option term. Cu rrency options are measured at fair value if the market price at the reporting date exceeds the strike price. When the strike price exceeds the market price, no liability is recorded as the Company has no obligation to exercise the options. 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, financial commitment assets (see Note 9), the promissory note issued from Trigall (see Note 11), accounts payable, short-term and all long-term borrowings, as reflected in the condensed 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 rates and market rates. S&W received a $ 6.0 million note receivable due from Shell in connection with the Vision Bioenergy partnership transaction (see Note 11). The note, which is due in February 2024, was initially recorded at its $ 5.7 million present value discounted at a rate of 4.4 %, which is our estimated discount rate for similar instruments. The receivable balance is being accreted to the full receivable amount on a straight-line basis over the remaining receivable term due to its short-term maturity. The receivable balanc e was $ 5.8 million as of March 31, 2023. Also in conjunction with the Vision Bioenergy partnership transaction, S&W received a one-time option, or Purchase Option, exercisable at any time on or before the fifth anniversary of the closing of the partnership transaction, to repurchase a 6 % membership interest from Shell. The option repurchase prices range between approximately $ 7.1 and $ 12.0 million, depending on the date on which such purchase is completed. The Purchase Option was valued at $ 0.6 million using a lattice option valuation model. The valuation model incorporated significant, unobservable inputs including a discounted cash flow model based on management projections of future Vision Bioenergy results and an estimate of the current per share value of Vision Bioenergy shares. In the model, the estimate of the current per share value was discounted to account for lack of control and marketability, which were considered to be part of the unit of account given the restrictions of the limited liability company agreement that governs the ownership rights of the members. Other unobservable inputs included the risk-free rates and the estimated future stock volatility based on the historical stock price volatilities of other market participants. A full fair value analysis will be performed at each fiscal year-end or when there is an indication that there may be an impairment to the valuation. Management will estimate and adjust the balance for interim periods. No adjustment to the fair value was recorded as of March 31, 2023. Quantitative information about Level 3 fair value measurement is as follows: Fair Value at 3/31/23 Valuation Technique Unobservable Input Range Purchase Option $ 604,000 Option Model Risk-free rate 3.8 % - 4.9 % Stock price volatility 60 % - 65 % Lack of control premium 13 % Lack of marketability premium 30 % Assets and liabilities that are recognized and measured at fair value on a recurring basis are categorized as follows: Fair Value Measurements as of March 31, 2023 Using: Level 1 Level 2 Level 3 Foreign exchange contract liability $ — $ 812,362 $ — Vision Bioenergy interest purchase option — — 604,000 Total $ — $ 812,362 $ 604,000 Fair Value Measurements as of June 30, 2022 Using: Level 1 Level 2 Level 3 Foreign exchange contract liability $ — $ 996,106 $ — Total $ — $ 996,106 $ — Recent Accounting Pronouncements Not Yet Adopted We have evaluated all issued and unadopted Accounting Standards Updates and believe the adoption of these standards will not have a material impact on our condensed consolidated statements of operations, comprehensive income, balance sheets, or cash flows. |
Leases
Leases | 9 Months Ended |
Mar. 31, 2023 | |
Lessee Disclosure [Abstract] | |
LEASES | NOTE 3 - LEASES The Company leases office and laboratory space, research plots and equipment used in connection with its operations under various operating and finance leases. The components of lease assets and liabilities as of March 31, 2023 and June 30, 2022 are as follows: Leases Balance Sheet Classification: March 31, 2023 June 30, 2022 Assets: Right of use assets - finance leases $ 1,736,128 $ 2,071,609 Accumulated amortization - finance leases ( 1,104,261 ) ( 1,131,842 ) Right of use assets - finance leases, net Other assets 631,867 939,767 Right of use assets - operating leases Right of use assets - operating leases 3,344,109 4,094,253 Total lease assets $ 3,975,976 $ 5,034,020 Liabilities: Current lease liabilities - finance leases Current portion of long-term debt, net $ 402,164 $ 804,309 Current lease liabilities - operating leases Accrued expenses and other current liabilities 1,254,357 1,341,198 Long-term portion of lease liabilities - Long-term debt, net, less current portion 246,977 500,723 Long-term portion of lease liabilities - Other non-current liabilities 2,337,168 3,042,311 Total lease liabilities $ 4,240,666 $ 5,688,541 The components of lease cost are as follows: Lease cost: Income Statement Classification: Three Months Ended March 31, 2023 Nine Months Ended March 31, 2023 Operating lease cost Cost of revenue $ 193,011 $ 540,260 Operating lease cost Selling, general and administrative expenses 45,040 155,288 Operating lease cost Research and development expenses 92,016 316,833 Finance lease cost Depreciation and amortization 120,263 385,901 Finance lease cost Interest expense, net 8,714 30,033 Total lease costs $ 459,044 $ 1,428,315 Maturities of lease liabilities as of March 31, 2023, are as follows: Fiscal Year Operating Leases Finance Leases Remainder of 2023 $ 359,999 $ 126,830 2024 1,387,727 367,055 2025 978,126 144,272 2026 641,966 51,829 2027 400,807 - Thereafter 102,974 - Total lease payments 3,871,599 689,986 Less: Interest ( 280,074 ) ( 40,845 ) Present value of lease liabilities $ 3,591,525 $ 649,141 The following are the weighted average assumptions used for lease term and discount rate and supplemental cash flow information related to leases as of March 31, 2023: Operating lease remaining lease term 3.3 years Operating lease discount rate 4.14 % Finance lease remaining lease term 1.1 years Finance lease discount rate 6.04 % Cash paid for operating leases $ 1,063,242 Cash paid for finance leases 490,810 |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Mar. 31, 2023 | |
Revenues [Abstract] | |
REVENUE RECOGNITION | NOTE 4 - REVENUE RECOGNITION The Company derives its revenue primarily from the sale of seed products to seed distributors. From time to time, the Company utilizes excess capacity to provide conditioning, treating and packaging services to other seed producers. The Company also derives service revenue from its two partnerships, Trigall Australia and Vision Bioenergy, by providing administrative services under a service level agreement. Revenue from seed 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 through the end of the current sales year (September through August). The products must be in an unopened and undamaged state and must be resalable in the sole opinion of the Company to qualify for a refund. 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. Contract Assets and Liabilities 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. The Company provides an allowance for doubtful trade receivables equal to the estimated uncollectible amounts (see Note 2). When it becomes probable that a trade receivable will not be collected, it is written off against the allowance for doubtful accounts. If an account that has been written off is subsequently corrected, the provision for doubtful receivables is reversed, which can result in a net negative provision in a period. During the three and nine months ended March 31, 2023, the Company recorded a net provision for doubtful receivables of $ 48,634 and a net reversal of the allowance for d oubtful accounts of ($ 76,575 ), r espectively. Deferred revenue represents payments received from customers in advance of completion of the Company's performance obligation. During the nine months ended March 31, 2023, the Company recogn ized $ 0.6 million of revenue that was included in the deferred balance as of June 30, 2022. During the nine months ended March 31, 2022, the Company reco gnized $ 0.4 million of revenue that was included in the deferred balance as of June 30, 2021. ADAMA Collaboration Agreement The Company has a collaboration agreement, or Collaboration Agreement, with Makhteshim Agan of North America, Inc., or ADAMA, for the development and commercialization of the Double Team Sorghum Weed Control System, or DT, which is comprised of ADAMA’s ACCase herbicide used in concert with the Company’s ACCase tolerant ATS Sorghum product, Double Team TM Sorghum Cropping Solution. Both parties are active participants in the operating activities of the collaboration and exposed to significant risks and rewards depending on the commercial success of the activities. Although the DT product is designed to be used as a system, the Company sells only the Double Team TM Sorghum seed portion of the system and recognizes the revenue consistent with its sales of other seed products. Under the Collaboration Agreement, the Company will only label and promote ATS Sorghum products with ADAMA herbicides, while ADAMA will not sell ACCase herbicides for use on competing ATS Sorghum products. Further, all DT related trademarks are jointly owned by the Company and ADAMA, and each company grants the other a license free royalty to use these DT related trademarks. The parties have agreed to share the increase in commercial value created and realized by DT, or Total Value Share, with the Company and ADAMA taking 60 % and 40 % of the Total Share Value, respectively. The Total Share Value is the sum of (a) the increase in gross margin realized by the Company from sale of the Double Team TM Sorghum product compared to margins realized by its non-ATS Sorghum products, (b) 100 % of the ADAMA’s ACCase herbicide margin, and (c) any DT-related technology licensing fees received by either party. The Total Value Share is estimated each calendar quarter and a final net settlement is paid at the end of each market year, which ends in August. Estimated and final net settlement amounts to be paid or received are recorded as adjustments to cost of sales. Double Team TM Sorghum seed sale s were $ 3.8 million and $ 5.0 million for the three and nine months ended March 31, 2023 , respectively, and $ 1.7 milli on for the three and nine months ended March 31, 2022. The Total Value Share net settlement amounts pursuant to the Collaboration Agreement were not significant for the three and nine months ended March 31, 2023 and 2022. Disaggregation of Revenue The Company disaggregates revenue by type of contract and by destination country. The following table shows revenue from external sources by type of contract: Three Months Ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 Seed sales $ 17,382,360 $ 22,791,148 $ 50,054,978 $ 49,946,635 Services 279,947 395,729 410,996 1,403,332 Total revenue $ 17,662,307 $ 23,186,877 $ 50,465,974 $ 51,349,967 The following tables show revenue and percentage of revenue from external sources by destination country: Three Months Ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 United States $ 8,035,365 45 % $ 9,270,851 40 % $ 12,751,506 25 % $ 15,340,257 30 % Australia 7,336,338 42 % 8,846,660 38 % 12,522,642 25 % 14,526,512 28 % Saudi Arabia 292,150 2 % 1,168,502 5 % 7,631,494 15 % 6,316,258 12 % Mexico 482,300 3 % 602,060 3 % 4,297,823 8 % 2,833,622 6 % Libya — 0 % 929,335 4 % 2,995,608 6 % 1,668,044 3 % Sudan — 0 % 265,292 1 % 2,303,702 5 % 1,644,073 3 % Pakistan 240,935 1 % — 0 % 1,594,026 3 % 1,409,147 3 % South Africa ( 751 ) 0 % — 0 % 1,063,255 2 % 1,088,000 2 % Algeria 176,000 1 % 557,510 2 % 912,040 2 % 959,810 2 % Argentina ( 3,188 ) 0 % — 0 % 803,264 2 % 819,618 2 % Other 1,103,158 6 % 1,546,667 7 % 3,590,614 7 % 4,744,626 9 % Total revenue $ 17,662,307 100 % $ 23,186,877 100 % $ 50,465,974 100 % $ 51,349,967 100 % |
Intangible Assets
Intangible Assets | 9 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 5 – INTANGIBLE ASSETS Intangible assets consist of the following: Balance at Other Additions and Disposals Amortization Currency Translation Adjustment Balance at March 31, 2023 Trade name $ 1,084,791 $ — $ ( 147,630 ) $ ( 5,737 ) $ 931,424 Customer relationships 5,499,815 — ( 265,258 ) ( 131,244 ) 5,103,313 GI customer list 42,983 — ( 5,373 ) — 37,610 Supply agreement 775,241 — ( 56,725 ) — 718,516 Grower relationships 1,331,581 — ( 79,055 ) — 1,252,526 Intellectual property 23,035,925 — ( 1,039,162 ) — 21,996,763 License agreement 1,986,598 ( 1,885,907 ) ( 75,610 ) ( 25,081 ) ( 0 ) Internal use software 338,893 — ( 50,833 ) — 288,060 $ 34,095,827 $ ( 1,885,907 ) $ ( 1,719,646 ) $ ( 162,062 ) $ 30,328,212 Balance at Other Additions and Disposals 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 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 On December 23, 2022, the Company transferred certain intellectual property rights under a license agreement to Trigall Australia as part of its equity investment in the partnership (see Note 11). Amorti zation expense totaled $ 548,438 and $ 598,399 for the three months ended March 31, 2023 and 2022, respectively. Amortization expense totaled $ 1,719,646 and $ 1,798,227 for the nine months ended March 31, 2023 and 2022, respectively. Estimated aggregate remaining amortization is as follows: 2023 2024 2025 2026 2027 Thereafter Amortization expense $ 527,879 $ 2,154,690 $ 2,114,725 $ 1,975,491 $ 1,924,607 $ 21,630,820 |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 June 30, 2022 Land and improvements $ 942,919 $ 2,265,087 Buildings and improvements 3,371,017 8,119,960 Machinery and equipment 12,622,765 14,972,462 Vehicles 608,002 1,085,342 Leasehold improvements 552,810 552,810 Construction in progress 20,000 110,107 Total property, plant and equipment 18,117,513 27,105,768 Less: accumulated depreciation ( 7,875,828 ) ( 10,234,099 ) Property, plant and equipment, net $ 10,241,685 $ 16,871,669 Depreciation expense totaled $ 438,505 and $ 625,327 for the three months ended March 31, 2023 and 2022, respectively. Depreciation expense totaled $ 1,591,997 and $ 1,809,915 for the nine months ended March 31, 2023 and 2022 , respectively. |
Debt
Debt | 9 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 7 - DEBT Total debt outstanding is presented on the consolidated balance sheet as follows: March 31, 2023 June 30, 2022 Current portion of working capital lines of credit CIBC $ 18,279,289 $ 12,804,611 National Australia Bank Limited 24,771,500 338,314 Debt issuance costs ( 267,653 ) ( 464,028 ) Total current portion of working capital lines of credit, net 42,783,136 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 $ 42,783,136 $ 34,382,183 Current portion of long-term debt Finance leases $ 402,164 $ 804,309 Term Loan - National Australia Bank Limited 334,750 344,400 Machinery & equipment loans - National Australia Bank Limited 257,963 246,547 Machinery & equipment loans - Hyster 11,897 11,834 Vehicle loans - Ford Credit 51,277 40,341 Secured real estate note - Rooster — 6,905,995 Debt issuance costs — ( 36,643 ) Total current portion, net 1,058,051 8,316,783 Long-term debt, less current portion Finance leases 246,977 500,723 Term loan - National Australia Bank Limited 2,343,250 2,410,800 Machinery & equipment loans - National Australia Bank Limited 956,029 963,733 Machinery & equipment loans - Hyster 18,944 28,722 Vehicle loans - Ford Credit 83,532 88,583 Debt issuance costs — ( 21 ) Total long-term portion, net 3,648,732 3,992,540 Total debt, net $ 4,706,783 $ 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 nine months ended March 31, 2023, 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; • 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 ; and • on March 22, 2023, the Company entered into an Amended and Restated Loan and Security Agreement, or the Amended CIBC Loan Agreement, with CIBC, as administrative agent and sole lead arranger, and the other loan parties and lenders party thereto. The Amended CIBC Loan Agreement replaced the existing CIBC Loan Agreement. The Amended CIBC Loan Agreement now matures on August 31, 2024 . The Amended CIBC Loan Agreement provides for a senior secured credit facility, or the Amended CIBC Credit Facility, of up to $ 25.0 million from February 1 to October 31 of each year, and up to $ 18.0 million from November 1 to January 31 of each year. The proceeds of advances under the Amended CIBC Credit Facility may be used to finance the Company’s ongoing working capital requirements and other general corporate purposes. Availability of funds under the Amended CIBC Credit Facility is subject to a borrowing base equal to (a) up to 85 % of eligible domestic accounts receivable, plus (b) up to 90 % of eligible foreign accounts receivable, plus (c) up to the lesser of (i) 65 % of eligible inventory and (ii) 85 % of the appraised net orderly liquidation value of eligible inventory , in each case subject to an eligible inventory sublimit, in each case ((a), (b) and (c)), as more fully set forth in the Amended CIBC Loan Agreement and subject to lender reserves that CIBC may establish from time to time in its sole discretion, determined in good faith. Advances under the Amended CIBC Credit Facility bear interest at a rate per annum equal to a reference rate equal to CIBC’s prime rate at any time (or, if greater, the federal funds rate at such time plus 0.5 %) plus an applicable margin of 2.0 %. The interest rate was 10.0 % as of March 31, 2023. The Company’s obligations under the Amended CIBC Loan Agreement are secured by a first priority security interest in substantially all of the Company’s assets (subject to certain exceptions), including intellectual property. The Amended CIBC Loan Agreement contains certain customary representations and warranties, events of default, and affirmative and negative covenants, including limitations with respect to debt, liens, fundamental changes, asset sales, restricted payments, investments and transactions with affiliates, subject to certain exceptions. Amounts due under the Amended CIBC Loan Agreement may be accelerated upon an “event of default,” as defined in the Amended CIBC Loan Agreement, such as failure to pay amounts owed thereunder when due, breach of a covenant, material inaccuracy of a representation, or occurrence of bankruptcy or insolvency, subject in some cases to cure periods. Additionally, upon the occurrence and during the continuance of an event of default, CIBC may elect to increase the existing interest rate on all of the Company’s outstanding obligations by 2.0 % per annum. All amounts outstanding under the Amended CIBC Loan Agreement, including, but not limited to, accrued and unpaid principal and interest due under the CIBC Credit Facility, will be due and payable in full on August 31, 2024. The Company actively pursued multiple other lenders prior to entering into the Amended CIBC Loan Agreement on March 22, 2023. The financing charges incurred associated with these other lenders totaled $ 1.5 million and were written off to Other (income) expenses in the condensed consolidated statements of operations in March 2023. As of March 31, 2023, the Company was in compliance with all financial covenants contained in the CIBC Loan Agreement. As of March 31, 2023 , there was approximately $ 1.0 million of unused availability on the CIBC Credit Facility, which had an available borrowing base of $ 19.3 million. With additional collateral consisting of accounts receivable and inventories, the available borrowing base can increase by an additional $ 5.7 million, to a maximum amount of $ 25.0 million. Rooster Note During the nine months ended March 31, 2023, 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 $ 6.6 million of outstanding principal and accrued interest on the Rooster Note in connection with the Vision Bioenergy partnership (see Note 11). 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 $ 21.4 million as of March 31, 2023 ) to AUD $ 40.0 million (USD $ 26.8 million as of March 31, 2023 ), 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 March 31, 2023 ) to AUD $ 2.0 million (USD $ 1.3 million as of March 31, 2023 ), 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 $ 32.8 million as of March 31, 2023 ) of credit. The NAB Finance Agreement is guaranteed by S&W Seed Company up to a maximum of AUD $ 15.0 million (USD $ 10.0 million as of March 31, 2023). The October 2022 amendments to 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. 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 March 31, 2023, the Company was in compliance with all NAB Finance Agreement covenants. As of March 31, 2023 , approximately AUD $ 1.3 million (USD $ 0.8 millio n) re mained available for use under the NAB Finance Agreement, which had an available borrowing base of AUD $ 37.9 million (USD $ 25.4 million as of March 31, 2023 ). With additional collateral consisting of accounts receivable and inventories, the available borrowing base can increase by an additional AUD $ 4.1 million (USD $ 2.7 million as of March 31, 2023 ), to a maximum amount of AUD $ 42 million (USD $ 28.6 million as of March 31, 2023). 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, 2 023 to April 30, 2023 . In connection with the Company’s entry into the Amended CIBC Loan Agreement, MFP further amended letter of credit to increase the maximum amount of term loan advances to $ 13.0 million and extend the maturity date to September 30, 2024 . 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. Concurrent with the March 22, 2023 amendment to the CIBC Loan Agreement, the Company entered into a Third Amendment to Subordinate Loan and Security Agreement with MFP, or MFP Amendment, to (i) increase the aggregate amount of cash advances permitted from $ 12.0 million to $ 13.0 million; (ii) increase the cash fee payable to MFP on all amounts remaining undrawn under the Letter of Credit from 3.50 % to 4.25 % per annum; (iii) provide for the issuance of the MFP Warrant to MFP (see Note 9); and (iv) reflect the extension of the maturity date of the Letter of Credit to September 30, 2024 . The MFP Loan Agreement, as amended, includes customary affirmative and negative covenants and events of default, and 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 Remainder of 2023 $ 76,909 2024 668,649 2025 632,758 2026 2,330,226 2027 161,420 Thereafter 187,682 Total $ 4,057,644 |
Foreign Currency Forward Contra
Foreign Currency Forward Contracts and Options | 9 Months Ended |
Mar. 31, 2023 | |
Foreign Currency [Abstract] | |
FOREIGN CURRENCY FORWARD CONTRACTS AND OPTIONS | NOTE 8 - FOREIGN CURRENCY FORWARD CONTRACTS AND OPTIONS The Company held foreign currency forward contracts with a notional value of $ 10,621,155 on March 31, 2023 , with maturities ranging from April 2023 to June 2023 . The Company records an asset or liability on the condensed consolidated balance sheet for the fair value of the foreign currency forward contracts. The foreign currency contract liabilities totaled $ 812,362 and $ 996,106 on March 31, 2023 and June 30, 2022, respectively. The Company recorded gains of $ 187,154 and $ 201,188 on foreign currency forward contracts for the three months ended March 31, 2023 and 2022 , respectively, and gain of $ 167,688 and loss of $ 50,971 for the nine months ended March 31, 2023 and 2022, respectively. Gains and losses on foreign exchange contracts are reflected in cost of revenue. In March 2023, the Company acquired foreign currency options with a total notional amount of $ 9.0 million. The strike prices on the transaction dates and as of March 31, 2023 were above the market price, so the options had no intrinsic value. Option premiums of $ 31,055 are reflected in the caption "Prepaid expenses and other current assets" on the condensed consolidated balance sheet as of March 31, 2023. The Company's accounting policies for foreign currency contracts and options are found in Note 2 under the section titled " Derivative Financial Instruments." |
Equity
Equity | 9 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
EQUITY | NOTE 9 – EQUITY ATM Common Stock Sales 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 it 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 $ 17.1 million through B. Riley as its sales agent. On May 17, 2022, the Company amended the ATM Agreement to have an aggregate offering price of $ 24.6 million. For the three and nine months ended March 31, 2023, the Company received gross proceeds of approximately $ 0.2 million from the sale of 102,455 shares of its common stock pursuant to the A TM Agreement. For the three months ended March 31, 2022, the Company received gross proceeds of approximately $ 6.2 million for the sale of 2,633,052 shares of its common stock pursuant to the ATM agreement. For the nine months ended March 31, 2022, the Company received gross proceeds of approximately $ 6.2 million for the sale of 2,633,900 shares of its common stock pursuant to the ATM agreement. As of March 31, 2023, the Company had $ 6.2 million remaining available to sell under the ATM Agreement. MFP Warrants 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 (see Note 7 ). Pursuant to the terms and conditions of the MFP Loan agreement, on September 22, 2022, the Company issued to MFP a warrant, or Initial Warrant, to purchase up to 500,000 shares of the Company’s common stock, or Initial Warrant Shares, at $ 1.60 per share. The Initial Warrant expires five years from its issue date, or September 22, 2027. In connection with the October 28, 2022 and December 22, 2022 amendments to the MFP Letter of Credit, the Company issued to MFP additional warrants to purchase 166,700 and 666,700 shares of the Company’s common stock, respectively, at an exercise price of $ 1.60 per warrant share. The warrants will each expire five years from the date of issuance. In connection with the MFP Amendment, on March 22, 2023, the Company issued to MFP a warrant to purchase 1,300,000 shares of the Company’s common stock at an exercise price of $ 2.15 per MFP warrant share. The warrants will expire five years from the date of issuance. In total, warrants to purchase 2,633,400 shares of the Company’s common stock were issued to MFP in connection with the MFP Loan Agreement, or MFP Warrants, during the nine months ended March 31, 2023. The stated purchase prices of all of the MFP Warrants are 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 MFP Warrant. The MFP Warrants were valued using the Black-Scholes-Merton model as of the respective issue dates and recorded as financial commitment assets within the caption "Prepaid expenses and other current assets" on the condensed consolidated balance sheet. The MFP Warrants financial commitment assets are amortized on a straight-line basis over the period from their initial issue dates through the end of the related MFP Letter of Credit commitment periods. During the nine months ended March 31, 2023, an aggregate value of $ 1,894,901 related to the MFP Warrants was capitalized, of which $ 626,141 w as amortized as interest expense. 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. |
Equity-Based Compensation
Equity-Based Compensation | 9 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
EQUITY-BASED COMPENSATION | NOTE 10 - EQUITY-BASED COMPENSATION Stock Options During the nine months ended March 31, 2023 , the Company granted options to purchase 1,289,675 shares of its common stock to certain of its directors, members of the executive management team, other employees, and non-employee service providers at exercise prices ranging from $ 0.81 - $ 1.89 per share. These options vest in either quarterly or annual periods over one to three years and expire ten years from the date of grant. A summary of stock option activity for the nine months ended March 31, 2023 and the year ended June 30, 2022 is presented below: Number of 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 1,289,675 1.26 Exercised ( 1,050 ) 0.95 Canceled/forfeited/expired ( 844,545 ) 2.79 Outstanding at March 31, 2023 5,081,180 $ 2.27 7.2 $ 459,346 Options vested and exercisable at March 31, 2023 3,235,391 $ 2.59 6.1 $ 39,501 Options vested and expected to vest as of March 31, 2023 5,071,515 $ 2.27 7.2 $ 455,713 The weighted average grant date per share fair value of options granted during the three and nine months ended March 31, 2023 was $ 0.70 . On March 31, 2023 , the Company had $ 1,131,866 of unrecognized stock compensation expense, net of estimated forfeitures, related to the options under the S&W Seed Company 2009 Equity Incentive Plan and the S&W Seed Company 2019 Equity Incentive Plan, or 2019 Plan, which will be recognized over the weighted average remaining service period of 1.41 years. The Company settles employee stock option exercises with newly issued shares of common stock. Restricted Stock Units During the nine months ended March 31, 2023 , the Company issued 495,196 restricted stock units to its directors, certain members of the executive management team, other employees, and non-employee service providers. The restricted stock units have varying vesting periods ranging from immediate vesting to quarterly or annual installments over one to three-year s. The fair value of the awards granted during the nine months ended March 31, 2023 and 2022 totaled $ 563,446 and $ 829,780 , respectively, and was based on the closing stock price on the date of grants. A summary of activity related to non-vested restricted stock units is presented below: Number of Weighted-Average Weighted-Average Nonvested restricted units outstanding at June 30, 2021 361,570 $ 2.51 1.3 Granted 304,421 2.78 — 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 495,196 1.14 1.6 Vested ( 224,164 ) 2.55 — Forfeited ( 8,750 ) 2.50 — Nonvested restricted units outstanding at March 31, 2023 530,201 $ 1.29 1.7 On March 31, 2023 , the Company had $ 461,652 of unrecognized stock compensation expense related to the restricted stock units, which will be recognized over the weighted average remaining service period of 1.51 years. Stock-based Compensation Expense Stock-based compensation expense recorded for grants of stock options, restricted stock and restricted stock units for the three months ended March 31, 2023 and 2022 totaled $ 620,887 and $ 413,293 , respectively. Stock-based compensation expense recorded for grants of stock options, restricted stock and restricted stock units for the nine months ended March 31, 2023 and 2022, totaled $ 1,382,895 and $ 1,821,808 , respectively. On March 31, 2023 , there were 1,642,198 shares available under the 2019 Plan for future grants and awards. Weighted-average assumptions used in the Black-Scholes-Merton model are set forth below for the periods indicated: March 31, 2023 March 31, 2022 Risk free rate 2.9 % - 4.4 % 0.8 % - 1.1 % Dividend yield — — Volatility 64.7 % - 66.1 % 61.8 % - 63.8 % Average forfeiture assumptions 8.2 % 2.8 % |
Investments
Investments | 9 Months Ended |
Mar. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENTS | NOte 11 - investments Shell Partnership On February 6, 2023, or Closing Date, the Company and Shell entered into a Contribution and Membership Interest Purchase Agreement, or Purchase Agreement, relating to a partnership for the development and production of sustainable biofuel feedstocks through its newly created subsidiary Vision Bioenergy Oilseeds LLC, or Vision Bioenergy, pursuant to which: • The Company (i) contributed its Nampa, Idaho production and research facilities, or the Nampa Facilities, to Vision Bioenergy, along with certain personal property, including vehicles, fixed assets and other similar equipment; (ii) caused Vision Bioenergy to make offers of employment to certain key personnel; (iii) assigned to Vision Bioenergy certain contracts and permits; and (iv) agreed to a two-year non-solicitation covenant with respect to the personnel transferred to Vision Bioenergy. • On the Closing Date, Shell (i) made a $ 13.2 million cash contribution to Vision Bioenergy; (ii) paid $ 7.0 million to the Company; and (iii) paid $ 6.8 million to retire in full the principal, accrued interest and related settlement costs of the Rooster Note, which was secured by a priority security interest in the property, plant and fixtures located at the Nampa Facilities. • In February 2024, Shell will be required to pay an additional $ 6.0 million to the Company, subject to adjustment in certain circumstances. The Purchase Agreement provides that this required payment could be decreased by up to $ 4.5 million if (i) the effective employment date of the certain key personnel transferred to Vision Bioenergy, or Transferred Personnel, is later than May 7, 2023, or any of the Transferred Personnel are no longer employed by Vision Bioenergy after February 6, 2024 and (ii) the Company or Vision Bioenergy, as applicable, fail to replace such Transferred Personnel with personnel of reasonably similar qualifications within 90 days of the events covered in clause (i) above. The Company’s management deemed that the full $ 6.0 million payment from Shell to the Company was realizable due to the high likelihood that the key employees would remain employed for the first year, or in any event could be replaced within 90 days. The fair value of the full amount of this payment, based on the discounted value of the payment as of the Closing Date, was $ 5.7 million, which was recorded on the condensed consolidated balance sheets in the caption Prepaid expenses and other current assets. • In February 2024, Shell will be required to make an additional $ 12.0 million cash contribution to Vision Bioenergy. The fair value of these February 2024 payments on the Closing Date, based on the face value of the payments discounted at Shell’s (incremental borrowing rate) was $ 11.5 million. • S&W received a one-time option, or Purchase Option, exercisable at any time on or before the fifth anniversary of the closing of the partnership tran saction, to purchase a 6 % membership interest from Shell for a purchase price ranging between approximately $ 7.1 and $ 12.0 million, depending on the date on which such purchase is completed. The fair market value of the Purchase Option on the Closing Date was $ 0.6 million based on a third party appraisal. • Upon the achievement of certain specified milestones, measured as of the fourth and seventh anniversaries of the closing of the partnership transaction, the Company is eligible to receive transfers of up to an additional aggregate 10 % interest in Vision Bioenergy from Shell, or Contingent Transfers. The basis for recognition and measurement of contingent consideration in deconsolidation is not addressed in ASC 810. The Company has made an accounting policy election to account for these contingent consideration items like property and casualty losses in accordance with ASC 610-30, in which anticipated insurance recoveries are limited to the lesser of (1) the amount of proceeds for which the likelihood of receipt is probable or (2) the total loss recognized. Under this approach, if the consideration received in the deconsolidation, excluding the contingent consideration, is greater than the carrying amount of the deconsolidated net assets, no contingent consideration would be recognized initially. Since the consideration received by the Company in sale of the interest in Vision Bioenergy to Shell was greater than the carrying value of the assets deconsolidated, no contingent consideration was recorded by the Company. Subsequent recognition and measurement of the contingent consideration would be based on the gain contingency model under ASC 450-30. Although no contingent assets were recorded by the Company, the Contingent Transfers were a material part of the Purchase Agreement negotiated by the parties and therefore were included in the valuation of Shell’s investment of Vision Bioenergy. The fair value of the Contingent Transfers was determined to be $ 1.1 million based on Monte Carlo analysis of management projections of free cash flows. The aggregate total value of the Shell’s payments to the Company and cash contributions to Vision Bioenergy on the Closing Date, the present value of Shell’s future cash payments and contributions, and the fair market values of the Purchase Option and Contingent Transfers, was $ 45.9 million. For this investment, Shell received a 66 % interest in Vision Bioenergy, while the Company retained a 34 % interest. Prior to the closing of the Purchase Agreement, the Vision Bioenergy subsidiary of the Company held production and other property, rights to certain proprietary seed varieties and other trade secrets, and an experienced workforce with the necessary skills, knowledge, or experience to perform a process on the inputs that could generate an output, that meet the definition of a business as defined by ASC 805-10. Accordingly, the transfer of the 66 % interest in Vision Bioenergy to Shell was accounted for as a sale of a business under ASC 805. Concurrent with the sale of the 66 % interest, Vision Bioenergy was deconsolidated from the Company’s books, and the retained interest was recorded as an investment. Shell’s $ 45.9 million investment for a 66 % interest reflected a total valuation of the Vision Bioenergy business of $ 69.6 million. The consideration received by the Company for Shell’s 66 % interest in Vision Bioenergy comprises the $ 7.0 million paid to the Company at closing, the retirement of $ 6.8 million of Company debt, the $ 5.7 million present value of the future payment to the Company described above, the $ 0.6 million fair market value of the Purchase Option, and the $ 23.7 million value of the equity investment, or $ 43.8 million in total. The total consideration, less the $ 5.5 million carrying value of the Nampa facility assets and inventory contributed by the Company to Vision Bioenergy, resulted in gain on the sale in the amount of $ 38.3 million. The gain is reported within the caption “Gain on equity method investments” on the condensed consolidated statements of operations. This consideration is summarized below: Equity investment $ 23,664,195 Cash 7,000,000 Debt retirement 6,840,879 Present value of future payment 5,747,126 Fixed assets and inventory transfer ( 5,532,694 ) Fair value of 6 % member purchase option 604,000 Gain on equity method investments $ 38,323,506 Vision Bioenergy’s five-member Board of Directors includes two directors designated by the Company. Through its Board representation and 34 % of the voting rights, the Company has significant influence in the management of Vision Bioenergy. Accordingly, the Company’s investment is accounted for using the equity method and reported within the “Equity method investments” caption on the condensed consolidated balance sheet. The Company recognizes its proportionate share of the reported earnings or losses of Vision Bioenergy through net income and as an adjustment to the investment balance. This proportionate share is subject to adjustments, such as for the elimination of intra-entity (intercompany) gains or losses or amortization of basis differences. Vision Bioenergy is a pass-through entity for income tax purposes, with income or loss distributed to the partners. The fair market values of the assets contributed to Vision Bioenergy by the Company at the Closing Date were determined by third-party market appraisals. The Nampa Facilities and other property with an aggregate carrying amount of $ 5.5 million were valued at $ 12.9 million. Rights established under a product uptake agreement with Shell and rights to certain proprietary seed technology with no carrying value on the Company's books, were valued at $ 18.1 million. These intangible assets were recorded on Vision Bioenergy's opening balance sheet and will be amortized through the end of their useful life. The total gain on the sale of the Vision Bioenergy interest recognized by the Company included $ 8.6 million related to the remeasurement of the retained investment in Vision Bioenergy to its fair value. The fair market values of the Nampa Facilities and other property and the Purchase Option are provisional pending receipt of the final valuations for those assets. On the Closing Date, the Company's proportionate 34 % share o f Vision Bioenergy’s equity was $ 23.7 million, calculated from the total valuation of the Vision Bioenergy business of $ 69.6 million. Of this, the Company’s equity share of Vision Bioenergy’s net identifiable assets was $ 18.9 million. The $ 4.8 million difference between the carrying amount of the equity method investment and the Company’s share of the net identifiable assets represented equity method goodwill. The equity method goodwill will not be subject to amortization but will assessed at least annually, or when certain triggering events occur, for impairment using fair value measurement techniques. The summarized unaudited balance sheet presented below reflects the financial information of Vision Bioenergy as of March 31, 2023: As of March 31, 2023 Cash $ 11,042,929 Other current assets 432,992 Fixed assets 14,385,791 Intangible assets 17,820,005 Goodwill 14,006,268 Other assets 165,796 TOTAL ASSETS $ 57,853,781 Current liabilities 581,549 Long-term liabilities 117,492 Equity 57,154,740 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 57,853,781 The summarized unaudited income statement presented below reflects the financial information of Vision Bioenergy for the three and nine months ended March 31, 2023: Three and Nine Months Ended March 31, 2023 Revenue $ 83,505 Gross profit (loss) ( 206,985 ) Loss from operations ( 953,718 ) Net loss ( 951,582 ) Trigall Australia Partnership Effective December 23, 2022, the Company’s wholly owned subsidiary, S&W Seed Company Australia Pty Ltd, or S&W Australia, entered into a partnership with Trigall Genetics S.A., or Trigall, for the development and marketing of wheat varieties in Australia. Under the terms of the partnership agreement, S&W Australia transferred certain intellectual property license rights and equipment into a wholly owned subsidiary and subsequently sold an 80 % interest in the subsidiary to Trigall. The subsidiary was renamed Trigall Australia Pty Ltd, or Trigall Australia. In return, S&W Australia received $ 2.0 million in cash, a $ 1.0 million promissory note to be paid in December 2023, and retained a 20 % ownership interest in Trigall Australia. The $ 1.0 million promissory note is reported within the "Prepaid expenses and other current assets" caption on the condensed consolidated balance sheet. The grossed-up $ 3.0 million investment by Trigall for an 80 % interest in Trigall Australia implied a $ 3.8 million valuation. S&W Australia’s 20 % retained interest, valued accordingly at $ 0.8 million, as of the transaction date, is reported within the “Equity method investments” caption on the condensed consolidated balance sheet. Management determined that the assets transferred to Trigall Australia did not meet the definition of a business for accounting purposes, and the sale was accounted for as an asset sale. The $ 3.8 million valuation, less the $ 2.0 million carrying value of assets contributed, resulted in a $ 1.8 million gain on the sale. The gain is reported within the caption “Gain on equity method investment” on the condensed consolidated statement of operations. The Company recognizes its proportionate share of the reported earnings or losses of Trigall, net of tax, through net income and as an adjustment to the investment balance. S&W Australia is obligated to make an aggregate of $ 0.6 million in capital contributions to Trigall Australia through June 2025, and has agreed to provide certain marketing, collection and other operational services in support of the partnership. Bioceres Investment As of June 30, 2021, the Company held an investment in Bioceres, S.A., a provider of crop productivity solutions headquartered in Argentina. During the third quarter of fiscal year 2022, the Company sold 71.4 % of the investment in Bioceres, S.A. for net proceeds of $ 1.0 million, which included a gain on the sale of marketable securities of $ 0.1 million. The carrying value of the remainder of the investment was $ 0.4 million at June 30, 2022, which was reported in Equity method investments on the Company's consolidated balance sheet. During the nine months ended March 31, 2023, the Company sold off the remainder of its investment in Bioceres, S.A. for net proceeds of $ 0.4 million, which included a gain on the sale of equity investment of $ 32,030 . The following summarizes the carrying amount of the Company's equity method investments reflected in the consolidated balance sheet: March 31, 2023 June 30, 2022 Carrying Amount Economic Interest Carrying Amount Economic Interest Vision Bioenergy $ 23,340,657 34 % $ — 0 % Trigall Australia 781,114 20 % — 0 % Bioceres — 0 % 367,970 1 % Total equity method investments $ 24,121,771 $ 367,970 |
Series B Convertible Preferred
Series B Convertible Preferred Stock | 9 Months Ended |
Mar. 31, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Series B Convertible Preferred Stock | NOTE 12 – SERIES B CONVERTIBLE PREFERRED STOCK The terms and conditions of the Company’s Series B Convertible Preferred Stock and accompanying Warrant are presented in Note 14 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended June 30, 2022 . No issuances or conversions of Series B Convertible Preferred Stock occurred during the nine months ended March 31, 2023. Activity in the period consisted of accrual of dividends and accretion of the discount on the Warrants. The following summarizes changes to the Series B Convertible 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 Dividends accrued 271,746 Accretion of discount for warrants 77,514 Balance at March 31, 2023 $ 5,154,079 |
Non-Cash Activities for Stateme
Non-Cash Activities for Statements of Cash Flows | 9 Months Ended |
Mar. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
NON-CASH ACTIVITIES FOR STATEMENTS OF CASH FLOWS | NO TE 13 - NON-CASH ACTIVITIES FOR STATEMENTS OF CASH FLOWS The below table represents supplemental information to the Company’s condensed consolidated statements of cash flows for non-cash activities during the nine months ended March 31, 2023 and 2022, respectively. Nine Months Ended March 31, 2023 2022 Non-cash investing activities: ROU assets financed by lease liabilities $ 498,143 $ 271,524 Consideration received from Shell for equity interest in Vision Bioenergy: Settlement of long-term debt principal, interest and other related costs 6,840,879 — Note receivable 5,747,127 — Membership purchase option 604,000 — Contribution of property, plant and equipment and inventory to Vision Bioenergy for equity interest ( 5,532,694 ) — Contribution of intangible assets to Trigall in exchange for equity investment and promissory note ( 1,750,000 ) — Non-cash financing activities: Warrants issued for financial commitment asset 1,894,901 — Dividends accrued for participating securities 271,746 40,276 Accretion of discount for Series B preferred stock warrants 77,514 12,919 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Investments and Partnership Activity | Investments and Partnership Activity Shell Partnership On February 6, 2023, S&W and Equilon Enterprises LLC (dba Shell Oil Products US, or Shell), entered into a partnership for the development and production of sustainable biofuel feedstocks through Vision Bioenergy Oilseeds LLC, or Vision Bioenergy. Under the terms of the partnership agreement, S&W contributed production and research facilities, along with certain personal property, including vehicles and other similar equipment, into its Vision Bioenergy subsidiary and subsequently sold a 66 % interest in the subsidiary to Shell. See Note 11 for further information. Trigall Australia Partnership Effective December 23, 2022, the Company’s wholly owned subsidiary, S&W Seed Company Australia Pty Ltd, or S&W Australia, entered into a partnership with Trigall Genetics S.A., or Trigall, for the development and marketing of wheat varieties in Australia. Under the terms of the partnership agreement, S&W Australia transferred certain intellectual property license rights and equipment into a wholly owned subsidiary and subsequently sold an 80 % interest in the subsidiary to Trigall. The subsidiary was renamed Trigall Australia Pty Ltd, or Trigall Australia. See Note 11 for further information. Bioceres Investment As of June 30, 2021, the Company held an investment in Bioceres, S.A., a provider of crop productivity solutions headquartered in Argentina. 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 . The carrying value of the remainder of the investment was $ 367,970 at June 30, 2022, which was reported in Equity method investments on the Company's consolidated balance sheet. During the nine months ended March 31, 2023, the Company sold off the remainder of its investment in Bioceres, S.A. for net proceeds of $ 400,000 , which included a gain on the sale of equity investment of $ 32,030 . |
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, the carrying value of the Company's equity investments, asset impairments, provisions for income taxes, grower accruals (an estimate of amounts payable to farmers who grow seed for the Company), 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 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. The Company believes the estimates and assumptions underlying the accompanying condensed consolidated financial statements are reasonable and supportable based on the information available at the time the financial statements were prepared. However, certain adverse geopolitical and macroeconomic events, such as 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. These factors make many of the estimates and assumptions reflected in these condensed consolidated financial statements inherently less certain. Therefore, actual results may ultimately differ from those estimates to a greater degree than historically. |
Liquidity and Going Concern | Liquidity and Going Concern Excluding the gain recognized in relation to the Vision Bioenergy partnership, the Company is not profitable and has recorded negative cash flows for the last several years. For the nine months ended March 31, 2023 , the Company reported net income of $ 21.6 million and net cash used in operations of $ 15.8 million. As of March 31, 2023 , the Company had cash on hand of $ 1.6 million. The Company had $ 1.8 million of unused availability from its working capital facilities as of March 31, 2023 (see Note 7 for further discussion) . The Company also has access to capital under ATM Common Stock Sales (defined below in Note 9), which had $ 6.2 million remaining available to sell under the ATM agreement as of March 31, 2023. The Company’s Loan and Security Agreement, dated March 22, 2023, or the CIBC Loan Agreement, with CIBC Bank USA, or CIBC, which matures on August 31, 2024 ($ 18.3 million outstanding as of March 31, 2023), 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 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. The CIBC Loan Agreement as presently in effect requires the Company to meet minimum Adjusted EBITDA levels on a quarterly basis, 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 USD $ 18.5 million. The Company met all financial covenants as of March 31, 202 3, but there can be no assurance the Company will be successful in meeting its covenants or securing future waivers and/or amendments from its lenders. If the Company is unsuccessful in doing so and cannot obtain other financing options, it may need to reduce the scope of its operations, repay amounts owed to its lenders or sell certain assets. These operating and liquidity factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Co mpany’s condensed 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 condensed consolidated statement of operations. For the nine months ended March 31, 2023, a $ 0.6 million loss was recognized to cost of revenues an d a $ 0.7 mi llion foreign currency loss was recorded to other (income) expense. For the three months ended March 31, 2023, a $ 0.4 million loss was recognized to cost of revenues an d a $ 0.3 mi llion foreign currency loss was recorded to other (income) expense. |
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 $ 258,821 and $ 233,927 on March 31, 2023 and June 30, 2022, respectively. |
Inventories | Inventories Components of inventory are as follows: As of As of March 31, 2023 June 30, 2022 Raw materials and supplies $ 3,312,634 $ 2,645,764 Work in progress 12,890,422 6,677,980 Finished goods 39,463,571 45,192,150 Inventories, net $ 55,666,627 $ 54,515,894 |
Employee Retention Credit | Employee Retention Credit In response to the COVID-19 pandemic, the Employee Retention Credit, or ERC, was established under the Coronavirus Aid, Relief, and Economic Security Act. The ERC is a refundable tax credit meant for businesses that continued to pay employees while shut down due to the COVID-19 pandemic or had significant declines in gross receipts from March 13, 2020 to December 31, 2021. Companies who meet the eligibility requirements can claim the ERC on an original or adjusted employment tax return for a period within those dates. In March 2023, the Company determined that it qualifies for $ 1.4 million in relief for the period from April 1, 2021 to September 30, 2021. Upon receipt of the relief, the Company will owe $ 0.2 million in tax advisory costs associated with the assessment of the tax credit. Further research is ongoing to determine if the Company qualifies for any other reporting periods. As there is no authoritative guidance under US GAAP for government assistance to for-profit business entities, the Company accounts for the ERC by analogy to International Accounting Standards 20, or IAS 20, Accounting for Government Grants and Disclosure of Government Assistance . In accordance with IAS 20, management determined it has reasonable assurance of receipt of the identified ERC amount and recorded the $ 1.4 million benefit as Government grant income in the condensed consolidated statements of operations during the three and nine month periods ended March 31, 2023. A corresponding accrual of the tax credit receivable was recorded as a current asset on the condensed consolidated balance sheet as of March 31, 2023. |
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 and nine months ended March 31, 2023 and 2022 ha s been affected by the valuation allowance on the Company’s deferred tax assets as well as the gain related to the formation of our wheat partnership with Trigall. |
Net Income (Loss) Per Common Share Data | Net Income (Loss) Per Common Share Data 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 and related warrant, or Series B Warrant (see Note 14 of the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended June 30, 2022 , as filed with the SEC), are participating securities because holders of such shares 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 in the two-class earnings per share, or EPS, calculation. Accretion to the redemption value for the Series B Preferred Stock is also treated as a deemed dividend and subtracted from net income attributable to shareholders. There were no undistributed earnings to allocate to the participating securities in the three and nine month periods ended March 31, 2023 and 2022. The calculation of net loss per common share is shown in the table below: Three Months Ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 Numerator: Net income (loss) attributable to S&W Seed Company $ 32,119,365 $ ( 7,304,923 ) $ 21,624,419 $ ( 23,500,000 ) Dividends accrued for participating securities ( 95,299 ) ( 40,276 ) ( 271,746 ) ( 40,276 ) Accretion of Series B Preferred Stock redemption value ( 25,838 ) ( 12,919 ) ( 77,514 ) ( 12,919 ) Numerator for net income (loss) per common share - basic and diluted $ 31,998,228 $ ( 7,358,118 ) $ 21,275,159 $ ( 23,553,195 ) Denominator: Denominator for basic EPS - weighted average shares 42,790,693 39,515,547 42,681,201 38,240,917 Less: weighted average shares - dilutive securities: Employee stock options 182,574 — 60,858 — Employee restricted stock options 192,881 — 131,771 — Denominator for diluted EPS - weighted average shares 43,166,148 39,515,547 42,873,830 38,240,917 Net income (loss) per common share - basic $ 0.75 $ ( 0.19 ) $ 0.50 $ ( 0.62 ) Net income (loss) per common share - diluted $ 0.74 $ ( 0.19 ) $ 0.50 $ ( 0.62 ) Anti-dilutive shares, which have been excluded from the computation of diluted income (loss) per share, included 4,319,232 employee stock options, 1,695,000 shares issuable upon conversion of the Series B Convertible Preferred Stock, warrants to purchase 2,633,400 shares of common stock related to the MFP Loan Agreement (as defined below) , 559,350 warrants issued with the Company's Series B Convertible Preferred Stock, and 48,439 restricted stock units. The terms and conditions of these securities are more fully described in Note 9 and Note 10 in these condensed consolidated financial statements and in Note 13 and Note 14 of the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended June 30, 2022, as filed with the SEC. For the period ended March 31, 2022 , all potentially dilutive shares were anti-dilutive and excluded from the calculation of diluted loss per share because net losses were recognized. |
Concentrations | Concentrations No single customer accounted for more than 10 % of the Company's revenue for the three and nine months ended March 31, 2023 and 2022. No one customer accounted for more than 10 % of the Company’s accounts receivable as of March 31, 2023 and as of June 30, 2022. The Company sells a substantial portion of its products to international customers (see Note 4 ). Sales to international markets represented 55 % and 60 % of revenue during the three months ended March 31, 2023 and 2022 , respectively. Sales to international markets represented 75 % and 70 % of revenue during the nine months ended March 31, 2023 and 2022 , respectively. The net book value of fixed assets located outside the United States was 31 % and 22 % of total fixed assets on March 31, 2023 and June 30, 2022 , respectively. Cash balances located outside of the United States may not be insured and totaled $ 439,920 and $ 811,551 on March 31, 2023 and June 30, 2022 , respectively. Cash balances residing in the United States exceeding the Federal Deposit Insurance Corporation limit of $ 250,000 totaled $ 879,542 and $ 994,957 on March 31, 2023 and June 30, 2022 , respectively. |
Derivative Financial Instruments | Derivative Financial Instruments 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 derivative financial instruments. The Company has entered into foreign currency forward contracts and foreign currency call options (see Note 8) 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 and options are not designated as hedging instruments under ASC 815; accordingly, changes in the fair value are recorded in current period earnings. Premiums paid for foreign currency options with strike prices below the spot market price when acquired represent the time value of the option, as there is no intrinsic value. Such premiums are recorded as a current asset and amortized over the option term. Cu rrency options are measured at fair value if the market price at the reporting date exceeds the strike price. When the strike price exceeds the market price, no liability is recorded as the Company has no obligation to exercise the options. |
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, financial commitment assets (see Note 9), the promissory note issued from Trigall (see Note 11), accounts payable, short-term and all long-term borrowings, as reflected in the condensed 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 rates and market rates. S&W received a $ 6.0 million note receivable due from Shell in connection with the Vision Bioenergy partnership transaction (see Note 11). The note, which is due in February 2024, was initially recorded at its $ 5.7 million present value discounted at a rate of 4.4 %, which is our estimated discount rate for similar instruments. The receivable balance is being accreted to the full receivable amount on a straight-line basis over the remaining receivable term due to its short-term maturity. The receivable balanc e was $ 5.8 million as of March 31, 2023. Also in conjunction with the Vision Bioenergy partnership transaction, S&W received a one-time option, or Purchase Option, exercisable at any time on or before the fifth anniversary of the closing of the partnership transaction, to repurchase a 6 % membership interest from Shell. The option repurchase prices range between approximately $ 7.1 and $ 12.0 million, depending on the date on which such purchase is completed. The Purchase Option was valued at $ 0.6 million using a lattice option valuation model. The valuation model incorporated significant, unobservable inputs including a discounted cash flow model based on management projections of future Vision Bioenergy results and an estimate of the current per share value of Vision Bioenergy shares. In the model, the estimate of the current per share value was discounted to account for lack of control and marketability, which were considered to be part of the unit of account given the restrictions of the limited liability company agreement that governs the ownership rights of the members. Other unobservable inputs included the risk-free rates and the estimated future stock volatility based on the historical stock price volatilities of other market participants. A full fair value analysis will be performed at each fiscal year-end or when there is an indication that there may be an impairment to the valuation. Management will estimate and adjust the balance for interim periods. No adjustment to the fair value was recorded as of March 31, 2023. Quantitative information about Level 3 fair value measurement is as follows: Fair Value at 3/31/23 Valuation Technique Unobservable Input Range Purchase Option $ 604,000 Option Model Risk-free rate 3.8 % - 4.9 % Stock price volatility 60 % - 65 % Lack of control premium 13 % Lack of marketability premium 30 % Assets and liabilities that are recognized and measured at fair value on a recurring basis are categorized as follows: Fair Value Measurements as of March 31, 2023 Using: Level 1 Level 2 Level 3 Foreign exchange contract liability $ — $ 812,362 $ — Vision Bioenergy interest purchase option — — 604,000 Total $ — $ 812,362 $ 604,000 Fair Value Measurements as of June 30, 2022 Using: Level 1 Level 2 Level 3 Foreign exchange contract liability $ — $ 996,106 $ — Total $ — $ 996,106 $ — |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted We have evaluated all issued and unadopted Accounting Standards Updates and believe the adoption of these standards will not have a material impact on our condensed consolidated statements of operations, comprehensive income, balance sheets, or cash flows. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Components of Inventory | Components of inventory are as follows: As of As of March 31, 2023 June 30, 2022 Raw materials and supplies $ 3,312,634 $ 2,645,764 Work in progress 12,890,422 6,677,980 Finished goods 39,463,571 45,192,150 Inventories, net $ 55,666,627 $ 54,515,894 |
Schedule of Calculation of Net Loss Per Common Share | The calculation of net loss per common share is shown in the table below: Three Months Ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 Numerator: Net income (loss) attributable to S&W Seed Company $ 32,119,365 $ ( 7,304,923 ) $ 21,624,419 $ ( 23,500,000 ) Dividends accrued for participating securities ( 95,299 ) ( 40,276 ) ( 271,746 ) ( 40,276 ) Accretion of Series B Preferred Stock redemption value ( 25,838 ) ( 12,919 ) ( 77,514 ) ( 12,919 ) Numerator for net income (loss) per common share - basic and diluted $ 31,998,228 $ ( 7,358,118 ) $ 21,275,159 $ ( 23,553,195 ) Denominator: Denominator for basic EPS - weighted average shares 42,790,693 39,515,547 42,681,201 38,240,917 Less: weighted average shares - dilutive securities: Employee stock options 182,574 — 60,858 — Employee restricted stock options 192,881 — 131,771 — Denominator for diluted EPS - weighted average shares 43,166,148 39,515,547 42,873,830 38,240,917 Net income (loss) per common share - basic $ 0.75 $ ( 0.19 ) $ 0.50 $ ( 0.62 ) Net income (loss) per common share - diluted $ 0.74 $ ( 0.19 ) $ 0.50 $ ( 0.62 ) |
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 March 31, 2023 Using: Level 1 Level 2 Level 3 Foreign exchange contract liability $ — $ 812,362 $ — Vision Bioenergy interest purchase option — — 604,000 Total $ — $ 812,362 $ 604,000 Fair Value Measurements as of June 30, 2022 Using: Level 1 Level 2 Level 3 Foreign exchange contract liability $ — $ 996,106 $ — Total $ — $ 996,106 $ — |
Schedule of Quantitative Information About Level 3 Fair Value Measurement | Quantitative information about Level 3 fair value measurement is as follows: Fair Value at 3/31/23 Valuation Technique Unobservable Input Range Purchase Option $ 604,000 Option Model Risk-free rate 3.8 % - 4.9 % Stock price volatility 60 % - 65 % Lack of control premium 13 % Lack of marketability premium 30 % |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Lessee Disclosure [Abstract] | |
Summary of Components of Lease Assets and Liabilities | The components of lease assets and liabilities as of March 31, 2023 and June 30, 2022 are as follows: Leases Balance Sheet Classification: March 31, 2023 June 30, 2022 Assets: Right of use assets - finance leases $ 1,736,128 $ 2,071,609 Accumulated amortization - finance leases ( 1,104,261 ) ( 1,131,842 ) Right of use assets - finance leases, net Other assets 631,867 939,767 Right of use assets - operating leases Right of use assets - operating leases 3,344,109 4,094,253 Total lease assets $ 3,975,976 $ 5,034,020 Liabilities: Current lease liabilities - finance leases Current portion of long-term debt, net $ 402,164 $ 804,309 Current lease liabilities - operating leases Accrued expenses and other current liabilities 1,254,357 1,341,198 Long-term portion of lease liabilities - Long-term debt, net, less current portion 246,977 500,723 Long-term portion of lease liabilities - Other non-current liabilities 2,337,168 3,042,311 Total lease liabilities $ 4,240,666 $ 5,688,541 |
Summary of Components of Lease Cost | The components of lease cost are as follows: Lease cost: Income Statement Classification: Three Months Ended March 31, 2023 Nine Months Ended March 31, 2023 Operating lease cost Cost of revenue $ 193,011 $ 540,260 Operating lease cost Selling, general and administrative expenses 45,040 155,288 Operating lease cost Research and development expenses 92,016 316,833 Finance lease cost Depreciation and amortization 120,263 385,901 Finance lease cost Interest expense, net 8,714 30,033 Total lease costs $ 459,044 $ 1,428,315 |
Summary of Maturities of Lease Liabilities | Maturities of lease liabilities as of March 31, 2023, are as follows: Fiscal Year Operating Leases Finance Leases Remainder of 2023 $ 359,999 $ 126,830 2024 1,387,727 367,055 2025 978,126 144,272 2026 641,966 51,829 2027 400,807 - Thereafter 102,974 - Total lease payments 3,871,599 689,986 Less: Interest ( 280,074 ) ( 40,845 ) Present value of lease liabilities $ 3,591,525 $ 649,141 |
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 March 31, 2023: Operating lease remaining lease term 3.3 years Operating lease discount rate 4.14 % Finance lease remaining lease term 1.1 years Finance lease discount rate 6.04 % Cash paid for operating leases $ 1,063,242 Cash paid for finance leases 490,810 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Revenues [Abstract] | |
Schedule of disaggregation of revenues | The Company disaggregates revenue by type of contract and by destination country. The following table shows revenue from external sources by type of contract: Three Months Ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 Seed sales $ 17,382,360 $ 22,791,148 $ 50,054,978 $ 49,946,635 Services 279,947 395,729 410,996 1,403,332 Total revenue $ 17,662,307 $ 23,186,877 $ 50,465,974 $ 51,349,967 |
Schedule of Revenues and Percentage of Revenue from External Customers by Country | The following tables show revenue and percentage of revenue from external sources by destination country: Three Months Ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 United States $ 8,035,365 45 % $ 9,270,851 40 % $ 12,751,506 25 % $ 15,340,257 30 % Australia 7,336,338 42 % 8,846,660 38 % 12,522,642 25 % 14,526,512 28 % Saudi Arabia 292,150 2 % 1,168,502 5 % 7,631,494 15 % 6,316,258 12 % Mexico 482,300 3 % 602,060 3 % 4,297,823 8 % 2,833,622 6 % Libya — 0 % 929,335 4 % 2,995,608 6 % 1,668,044 3 % Sudan — 0 % 265,292 1 % 2,303,702 5 % 1,644,073 3 % Pakistan 240,935 1 % — 0 % 1,594,026 3 % 1,409,147 3 % South Africa ( 751 ) 0 % — 0 % 1,063,255 2 % 1,088,000 2 % Algeria 176,000 1 % 557,510 2 % 912,040 2 % 959,810 2 % Argentina ( 3,188 ) 0 % — 0 % 803,264 2 % 819,618 2 % Other 1,103,158 6 % 1,546,667 7 % 3,590,614 7 % 4,744,626 9 % Total revenue $ 17,662,307 100 % $ 23,186,877 100 % $ 50,465,974 100 % $ 51,349,967 100 % |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following: Balance at Other Additions and Disposals Amortization Currency Translation Adjustment Balance at March 31, 2023 Trade name $ 1,084,791 $ — $ ( 147,630 ) $ ( 5,737 ) $ 931,424 Customer relationships 5,499,815 — ( 265,258 ) ( 131,244 ) 5,103,313 GI customer list 42,983 — ( 5,373 ) — 37,610 Supply agreement 775,241 — ( 56,725 ) — 718,516 Grower relationships 1,331,581 — ( 79,055 ) — 1,252,526 Intellectual property 23,035,925 — ( 1,039,162 ) — 21,996,763 License agreement 1,986,598 ( 1,885,907 ) ( 75,610 ) ( 25,081 ) ( 0 ) Internal use software 338,893 — ( 50,833 ) — 288,060 $ 34,095,827 $ ( 1,885,907 ) $ ( 1,719,646 ) $ ( 162,062 ) $ 30,328,212 Balance at Other Additions and Disposals 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 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 $ 527,879 $ 2,154,690 $ 2,114,725 $ 1,975,491 $ 1,924,607 $ 21,630,820 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Components of Property, Plant and Equipment | Components of property, plant and equipment were as follows: As of As of March 31, 2023 June 30, 2022 Land and improvements $ 942,919 $ 2,265,087 Buildings and improvements 3,371,017 8,119,960 Machinery and equipment 12,622,765 14,972,462 Vehicles 608,002 1,085,342 Leasehold improvements 552,810 552,810 Construction in progress 20,000 110,107 Total property, plant and equipment 18,117,513 27,105,768 Less: accumulated depreciation ( 7,875,828 ) ( 10,234,099 ) Property, plant and equipment, net $ 10,241,685 $ 16,871,669 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Total Debt Outstanding | Total debt outstanding is presented on the consolidated balance sheet as follows: March 31, 2023 June 30, 2022 Current portion of working capital lines of credit CIBC $ 18,279,289 $ 12,804,611 National Australia Bank Limited 24,771,500 338,314 Debt issuance costs ( 267,653 ) ( 464,028 ) Total current portion of working capital lines of credit, net 42,783,136 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 $ 42,783,136 $ 34,382,183 Current portion of long-term debt Finance leases $ 402,164 $ 804,309 Term Loan - National Australia Bank Limited 334,750 344,400 Machinery & equipment loans - National Australia Bank Limited 257,963 246,547 Machinery & equipment loans - Hyster 11,897 11,834 Vehicle loans - Ford Credit 51,277 40,341 Secured real estate note - Rooster — 6,905,995 Debt issuance costs — ( 36,643 ) Total current portion, net 1,058,051 8,316,783 Long-term debt, less current portion Finance leases 246,977 500,723 Term loan - National Australia Bank Limited 2,343,250 2,410,800 Machinery & equipment loans - National Australia Bank Limited 956,029 963,733 Machinery & equipment loans - Hyster 18,944 28,722 Vehicle loans - Ford Credit 83,532 88,583 Debt issuance costs — ( 21 ) Total long-term portion, net 3,648,732 3,992,540 Total debt, net $ 4,706,783 $ 12,309,323 |
Schedule of Annual Maturities of Long-Term Debt Excluding Finance Lease Liabilities | The annual maturities of long-term debt, excluding finance lease liabilities, are as follows: Fiscal Year Amount Remainder of 2023 $ 76,909 2024 668,649 2025 632,758 2026 2,330,226 2027 161,420 Thereafter 187,682 Total $ 4,057,644 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Summary of Stock Option Activity | A summary of stock option activity for the nine months ended March 31, 2023 and the year ended June 30, 2022 is presented below: Number of 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 1,289,675 1.26 Exercised ( 1,050 ) 0.95 Canceled/forfeited/expired ( 844,545 ) 2.79 Outstanding at March 31, 2023 5,081,180 $ 2.27 7.2 $ 459,346 Options vested and exercisable at March 31, 2023 3,235,391 $ 2.59 6.1 $ 39,501 Options vested and expected to vest as of March 31, 2023 5,071,515 $ 2.27 7.2 $ 455,713 |
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 Weighted-Average Weighted-Average Nonvested restricted units outstanding at June 30, 2021 361,570 $ 2.51 1.3 Granted 304,421 2.78 — 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 495,196 1.14 1.6 Vested ( 224,164 ) 2.55 — Forfeited ( 8,750 ) 2.50 — Nonvested restricted units outstanding at March 31, 2023 530,201 $ 1.29 1.7 |
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 for the periods indicated: March 31, 2023 March 31, 2022 Risk free rate 2.9 % - 4.4 % 0.8 % - 1.1 % Dividend yield — — Volatility 64.7 % - 66.1 % 61.8 % - 63.8 % Average forfeiture assumptions 8.2 % 2.8 % |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Schedule of Equity Method Investments [Line Items] | |
Schedule of Gain on Equity Method Investments | This consideration is summarized below: Equity investment $ 23,664,195 Cash 7,000,000 Debt retirement 6,840,879 Present value of future payment 5,747,126 Fixed assets and inventory transfer ( 5,532,694 ) Fair value of 6 % member purchase option 604,000 Gain on equity method investments $ 38,323,506 Vision |
Vision Bioenergy | |
Schedule of Equity Method Investments [Line Items] | |
Summary of Equity Method Investments | The summarized unaudited balance sheet presented below reflects the financial information of Vision Bioenergy as of March 31, 2023: As of March 31, 2023 Cash $ 11,042,929 Other current assets 432,992 Fixed assets 14,385,791 Intangible assets 17,820,005 Goodwill 14,006,268 Other assets 165,796 TOTAL ASSETS $ 57,853,781 Current liabilities 581,549 Long-term liabilities 117,492 Equity 57,154,740 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 57,853,781 The summarized unaudited income statement presented below reflects the financial information of Vision Bioenergy for the three and nine months ended March 31, 2023: Three and Nine Months Ended March 31, 2023 Revenue $ 83,505 Gross profit (loss) ( 206,985 ) Loss from operations ( 953,718 ) Net loss ( 951,582 ) |
Bioceres | |
Schedule of Equity Method Investments [Line Items] | |
Summary of Equity Method Investments | The following summarizes the carrying amount of the Company's equity method investments reflected in the consolidated balance sheet: March 31, 2023 June 30, 2022 Carrying Amount Economic Interest Carrying Amount Economic Interest Vision Bioenergy $ 23,340,657 34 % $ — 0 % Trigall Australia 781,114 20 % — 0 % Bioceres — 0 % 367,970 1 % Total equity method investments $ 24,121,771 $ 367,970 |
Series B Convertible Preferre_2
Series B Convertible Preferred Stock (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Summary of Changes to Series B Convertible Preferred Stock | The following summarizes changes to the Series B Convertible 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 Dividends accrued 271,746 Accretion of discount for warrants 77,514 Balance at March 31, 2023 $ 5,154,079 |
Non-Cash Activities for State_2
Non-Cash Activities for Statements of Cash Flows (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Condensed Consolidated Statements of Cash Flows for Non-Cash Activities | The below table represents supplemental information to the Company’s condensed consolidated statements of cash flows for non-cash activities during the nine months ended March 31, 2023 and 2022, respectively. Nine Months Ended March 31, 2023 2022 Non-cash investing activities: ROU assets financed by lease liabilities $ 498,143 $ 271,524 Consideration received from Shell for equity interest in Vision Bioenergy: Settlement of long-term debt principal, interest and other related costs 6,840,879 — Note receivable 5,747,127 — Membership purchase option 604,000 — Contribution of property, plant and equipment and inventory to Vision Bioenergy for equity interest ( 5,532,694 ) — Contribution of intangible assets to Trigall in exchange for equity investment and promissory note ( 1,750,000 ) — Non-cash financing activities: Warrants issued for financial commitment asset 1,894,901 — Dividends accrued for participating securities 271,746 40,276 Accretion of discount for Series B preferred stock warrants 77,514 12,919 |
General - Additional Informatio
General - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2023 | Feb. 06, 2023 | Dec. 23, 2022 | Jun. 30, 2022 | |
Background And Organizations [Line Items] | |||||
Percentage of sale of investment in Bioceres, S.A. | 71.40% | ||||
Net proceeds from sale of marketable securities | $ 988,504 | $ 400,000 | |||
Gain on sale of marketable securities | $ 68,967 | $ 32,030 | |||
Trigall Australia Pty Ltd | |||||
Background And Organizations [Line Items] | |||||
Investment ownership percentage | 20% | 20% | 0% | ||
Vision Bioenergy | |||||
Background And Organizations [Line Items] | |||||
Investment ownership percentage | 34% | 34% | 0% | ||
Shell | Vision Bioenergy | |||||
Background And Organizations [Line Items] | |||||
Investment ownership percentage | 66% | ||||
Shell | Trigall Australia Pty Ltd | |||||
Background And Organizations [Line Items] | |||||
Investment ownership percentage | 80% | ||||
Equity Method Investments | |||||
Background And Organizations [Line Items] | |||||
Carrying value of investment | $ 367,970 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Mar. 22, 2023 | Feb. 06, 2023 USD ($) | Dec. 23, 2022 | Sep. 22, 2022 | Dec. 26, 2019 | Mar. 31, 2023 USD ($) | Mar. 31, 2023 USD ($) Customer | Mar. 31, 2022 USD ($) Customer | Mar. 31, 2023 USD ($) Customer shares | Mar. 31, 2022 USD ($) Customer | Jun. 30, 2022 USD ($) Customer | Feb. 08, 2023 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Line of credit facility, remaining borrowing capacity | $ 1,800,000 | $ 1,800,000 | $ 1,800,000 | |||||||||
Cash balances | 879,542 | 879,542 | $ 879,542 | $ 994,957 | ||||||||
Disclosure on Geographic Areas, Fixed Assets | The net book value of fixed assets located outside the United States was 31% and 22% of total fixed assets on March 31, 2023 and June 30, 2022, respectively. Cash balances located outside of the United States may not be insured and totaled $439,920 and $811,551 on March 31, 2023 and June 30, 2022, respectively. Cash balances residing in the United States exceeding the Federal Deposit Insurance Corporation limit of $250,000 totaled $879,542 and $994,957 on March 31, 2023 and June 30, 2022, respectively. | |||||||||||
Employee retention credit relief | 1,400,000 | |||||||||||
Owe tax advisory costs upon relief | 200,000 | |||||||||||
Net income (loss) | 32,113,573 | $ (7,262,255) | $ 21,607,777 | $ (23,458,061) | ||||||||
Net cash used in operations | 15,828,395 | 18,006,419 | ||||||||||
Cash on hand | 1,600,000 | 1,600,000 | 1,600,000 | |||||||||
Facility outstanding amount | 34,382,183 | |||||||||||
Government grant income | 1,444,044 | 0 | 1,444,044 | 0 | ||||||||
Allowance for doubtful trade receivables | 258,821 | 258,821 | 258,821 | $ 233,927 | ||||||||
Dividends accrued undistributed earnings to allocate to participating securities | 0 | 0 | 0 | 0 | ||||||||
Foreign currency loss | 331,889 | $ 146,935 | 699,428 | $ 567,963 | ||||||||
Federal deposit cash | 250,000 | 250,000 | 250,000 | |||||||||
Other Expense (Income) | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Foreign currency loss | 300,000 | 700,000 | ||||||||||
Cost of Revenue | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Foreign currency loss | 400,000 | 600,000 | ||||||||||
Shell | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Membership interest repurchase percent | 6% | |||||||||||
Receivables discount rate | 4.40% | |||||||||||
Receivable | $ 5,700,000 | |||||||||||
Notes receivable | 5,800,000 | 5,800,000 | $ 5,800,000 | |||||||||
Fair market value of purchase option | 600,000 | |||||||||||
Employee Stock Options | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Anti-dilutive shares, excluded from computation of diluted income (loss) per share | shares | 4,319,232 | |||||||||||
Series B Convertible Preferred Stock | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Anti-dilutive shares, excluded from computation of diluted income (loss) per share | shares | 1,695,000 | |||||||||||
Shares of Common Stock Related to MFP Loan Agreement | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Anti-dilutive shares, excluded from computation of diluted income (loss) per share | shares | 2,633,400 | |||||||||||
Warrants Issued with Series B Convertible Preferred Stock | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Anti-dilutive shares, excluded from computation of diluted income (loss) per share | shares | 559,350 | |||||||||||
Restricted Stock Units (RSUs) | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Anti-dilutive shares, excluded from computation of diluted income (loss) per share | shares | 48,439 | |||||||||||
Minimum | Shell | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Membership interest repurchase price | 7,100,000 | |||||||||||
Maximum | Shell | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Additional proceeds to be received from sale of businesses in one year | 6,000,000 | |||||||||||
Membership interest repurchase price | $ 12,000,000 | |||||||||||
CIBC | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Line of credit facility, remaining borrowing capacity | 1 | 1 | $ 1 | |||||||||
Facility outstanding amount | $ 18,300,000 | $ 18,300,000 | $ 18,300,000 | |||||||||
Debt instrument, maturity date | Aug. 31, 2024 | Mar. 23, 2023 | Dec. 23, 2022 | |||||||||
Conterra | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Debt instrument, maturity date | Mar. 01, 2023 | Dec. 23, 2022 | ||||||||||
Line of Credit | CIBC | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Net due from related entities covenant maximum | $ 18,500,000 | |||||||||||
Non-US | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Concentration of risk fixed assets amount geographic area, percent of total | 31% | 31% | 31% | 22% | ||||||||
Cash balances | $ 439,920 | $ 439,920 | $ 439,920 | $ 811,551 | ||||||||
Customer Concentration Risk | Revenue | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Number of customers | Customer | 0 | 0 | 0 | 0 | ||||||||
Customer Concentration Risk | Significant Customer | Revenue | Minimum | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Concentration risk, percentage | 10% | 10% | 10% | 10% | ||||||||
Customer Concentration Risk | Significant Customer | Accounts Receivable | Minimum | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Concentration risk, percentage | 10% | 10% | ||||||||||
Credit Concentration Risk | Accounts Receivable | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Number of customers | Customer | 0 | 0 | ||||||||||
Geographic Concentration Risk | Revenue | Non-US | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Concentration risk, percentage | 55% | 60% | 75% | 70% | ||||||||
B Riley Securities Incorporated [Member] | ATM Agreement | ||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||
Value of remaining common stock available to sell under agreement | $ 6,200,000 | $ 6,200,000 | $ 6,200,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Components of Inventory (Details) - USD ($) | Mar. 31, 2023 | Jun. 30, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 3,312,634 | $ 2,645,764 |
Work in progress | 12,890,422 | 6,677,980 |
Finished goods | 39,463,571 | 45,192,150 |
Inventories, net | $ 55,666,627 | $ 54,515,894 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Calculation of Net Loss Per Common Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | |
Numerator: | |||||
Net income (loss) attributable to S&W Seed Company | $ 32,119,365 | $ (7,304,923) | $ 21,624,419 | $ (23,500,000) | |
Dividends accrued for participating securities | (95,299) | (40,276) | (271,746) | (40,276) | $ (127,541) |
Accretion of Series B Preferred Stock redemption value | (25,838) | (12,919) | (77,514) | (12,919) | |
Numerator for net income (loss) per common share - basic and diluted | $ 31,998,228 | $ (7,358,118) | $ 21,275,159 | $ (23,553,195) | |
Denominator: | |||||
Denominator for basic EPS - weighted average shares | 42,790,693 | 39,515,547 | 42,681,201 | 38,240,917 | |
Less: weighted average shares - dilutive securities: | |||||
Denominator for diluted EPS - weighted average shares | 43,166,148 | 39,515,547 | 42,873,830 | 38,240,917 | |
Net income (loss) per common share - basic | $ 0.75 | $ (0.19) | $ 0.50 | $ (0.62) | |
Net income (loss) per common share - diluted | $ 0.74 | $ (0.19) | $ 0.50 | $ (0.62) | |
Restricted Stock [Member] | |||||
Less: weighted average shares - dilutive securities: | |||||
Employee stock options | 192,881 | 131,771 | |||
Employee Stock [Member] | |||||
Less: weighted average shares - dilutive securities: | |||||
Employee stock options | 182,574 | 60,858 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Quantitative Information About Level 3 Fair Value Measurement (Details) | Mar. 31, 2023 USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Asset, Valuation Technique [Extensible Enumeration] | us-gaap:ValuationTechniqueOptionPricingModelMember |
Level 3 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Purchase option | $ 604,000 |
Risk-free rate | Maximum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Key inputs used in valuation | 0.049 |
Risk-free rate | Minimum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Key inputs used in valuation | 0.038 |
Stock price volatility | Maximum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Key inputs used in valuation | 0.65 |
Stock price volatility | Minimum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Key inputs used in valuation | 0.60 |
Lack of control premium | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Key inputs used in valuation | 0.13 |
Lack of marketability premium | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Key inputs used in valuation | 0.30 |
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 ($) | Mar. 31, 2023 | Jun. 30, 2022 |
Level 1 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Foreign exchange contract liability | $ 0 | $ 0 |
Vision Bioenergy interest purchase option | 0 | |
Total | 0 | 0 |
Level 2 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Foreign exchange contract liability | 812,362 | 996,106 |
Vision Bioenergy interest purchase option | 0 | |
Total | 812,362 | 996,106 |
Level 3 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Foreign exchange contract liability | 0 | 0 |
Vision Bioenergy interest purchase option | 604,000 | |
Total | $ 604,000 | $ 0 |
Leases - Summary of Components
Leases - Summary of Components of Lease Assets and Liabilities (Details) - USD ($) | Mar. 31, 2023 | Jun. 30, 2022 |
Lessee Disclosure [Abstract] | ||
Right of use assets - finance leases | $ 1,736,128 | $ 2,071,609 |
Accumulated amortization - finance leases | (1,104,261) | (1,131,842) |
Right of use assets - finance leases, net | $ 631,867 | $ 939,767 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other assets | Other assets |
Right of use assets - operating leases | $ 3,344,109 | $ 4,094,253 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Right of use assets - operating leases | Right of use assets - operating leases |
Total lease assets | $ 3,975,976 | $ 5,034,020 |
Current lease liabilities - finance leases | $ 402,164 | $ 804,309 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Current portion of long-term debt, net | Current portion of long-term debt, net |
Current lease liabilities - operating leases | $ 1,254,357 | $ 1,341,198 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Long-term portion of lease liabilities - finance leases | $ 246,977 | $ 500,723 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Long-term debt, net, less current portion | Long-term debt, net, less current portion |
Long-term portion of lease liabilities - operating leases | $ 2,337,168 | $ 3,042,311 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other non-current liabilities | Other non-current liabilities |
Total lease liabilities | $ 4,240,666 | $ 5,688,541 |
Leases - Summary of Component_2
Leases - Summary of Components of Lease Cost (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Mar. 31, 2023 | Mar. 31, 2023 | |
Lessee Lease Description [Line Items] | ||
Total lease costs | $ 459,044 | $ 1,428,315 |
Cost of Revenue | ||
Lessee Lease Description [Line Items] | ||
Operating lease cost | 193,011 | 540,260 |
Selling, General and Administrative Expenses | ||
Lessee Lease Description [Line Items] | ||
Operating lease cost | 45,040 | 155,288 |
Research and Development Expenses | ||
Lessee Lease Description [Line Items] | ||
Operating lease cost | 92,016 | 316,833 |
Depreciation and Amortization | ||
Lessee Lease Description [Line Items] | ||
Finance lease cost | 120,263 | 385,901 |
Interest Expense | ||
Lessee Lease Description [Line Items] | ||
Finance lease cost | $ 8,714 | $ 30,033 |
Leases - Summary of Maturities
Leases - Summary of Maturities of Lease Liabilities (Details) | Mar. 31, 2023 USD ($) |
Operating Leases | |
Remainder of 2023 | $ 359,999 |
2024 | 1,387,727 |
2025 | 978,126 |
2026 | 641,966 |
2027 | 400,807 |
Thereafter | 102,974 |
Total lease payments | 3,871,599 |
Less: Interest | (280,074) |
Present value of lease liabilities | 3,591,525 |
Finance Leases | |
Remainder of 2023 | 126,830 |
2024 | 367,055 |
2025 | 144,272 |
2026 | 51,829 |
Total lease payments | 689,986 |
Less: Interest | (40,845) |
Present value of lease liabilities | $ 649,141 |
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) | 9 Months Ended |
Mar. 31, 2023 USD ($) | |
Lessee Disclosure [Abstract] | |
Operating lease remaining lease term | 3 years 3 months 18 days |
Operating lease discount rate | 4.14% |
Finance lease remaining lease term | 1 year 1 month 6 days |
Finance lease discount rate | 6.04% |
Cash paid for operating leases | $ 1,063,242 |
Cash paid for finance leases | $ 490,810 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue Recognition [Line Items] | ||||
Maximum term of payments for transfer goods and services | 1 year | |||
Bad debt expense (reversal) | $ 48,634 | $ (76,575) | $ 200,458 | |
Revenue recognized | 600,000 | 400,000 | ||
Revenue | 17,662,307 | $ 23,186,877 | 50,465,974 | 51,349,967 |
Seed Sales | ||||
Revenue Recognition [Line Items] | ||||
Revenue | 17,382,360 | 22,791,148 | $ 50,054,978 | 49,946,635 |
ADAMA Collaboration Agreement | ||||
Revenue Recognition [Line Items] | ||||
Total share value percentage | 60% | |||
ADAMA Collaboration Agreement | Seed Sales | ||||
Revenue Recognition [Line Items] | ||||
Revenue | $ 3,800,000 | $ 1,700,000 | $ 5,000,000 | $ 1,700,000 |
ADAMA Collaboration Agreement | Makhteshim Agan of North America, Inc. | ||||
Revenue Recognition [Line Items] | ||||
Total share value percentage | 40% | |||
Minimum | ||||
Revenue Recognition [Line Items] | ||||
Term of customer invoice payment | 30 days | |||
Maximum | ||||
Revenue Recognition [Line Items] | ||||
Term of customer invoice payment | 180 days | |||
Maximum | ADAMA Collaboration Agreement | ||||
Revenue Recognition [Line Items] | ||||
Total share value percentage | 100% |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 17,662,307 | $ 23,186,877 | $ 50,465,974 | $ 51,349,967 |
Seed Sales | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 17,382,360 | 22,791,148 | 50,054,978 | 49,946,635 |
Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 279,947 | $ 395,729 | $ 410,996 | $ 1,403,332 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Revenues and Percentage of Revenue from External Customers by Country (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | $ 17,662,307 | $ 23,186,877 | $ 50,465,974 | $ 51,349,967 |
Revenue from external customers by country, percentage | 100% | 100% | 100% | 100% |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | $ 8,035,365 | $ 9,270,851 | $ 12,751,506 | $ 15,340,257 |
Revenue from external customers by country, percentage | 45% | 40% | 25% | 30% |
Australia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | $ 7,336,338 | $ 8,846,660 | $ 12,522,642 | $ 14,526,512 |
Revenue from external customers by country, percentage | 42% | 38% | 25% | 28% |
Saudi Arabia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | $ 292,150 | $ 1,168,502 | $ 7,631,494 | $ 6,316,258 |
Revenue from external customers by country, percentage | 2% | 5% | 15% | 12% |
Mexico | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | $ 482,300 | $ 602,060 | $ 4,297,823 | $ 2,833,622 |
Revenue from external customers by country, percentage | 3% | 3% | 8% | 6% |
Libya | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | $ 929,335 | $ 2,995,608 | $ 1,668,044 | |
Revenue from external customers by country, percentage | 0% | 4% | 6% | 3% |
Sudan | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | $ 265,292 | $ 2,303,702 | $ 1,644,073 | |
Revenue from external customers by country, percentage | 0% | 1% | 5% | 3% |
Pakistan | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | $ 240,935 | $ 1,594,026 | $ 1,409,147 | |
Revenue from external customers by country, percentage | 1% | 0% | 3% | 3% |
South Africa | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | $ (751) | $ 1,063,255 | $ 1,088,000 | |
Revenue from external customers by country, percentage | 0% | 0% | 2% | 2% |
Algeria | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | $ 176,000 | $ 557,510 | $ 912,040 | $ 959,810 |
Revenue from external customers by country, percentage | 1% | 2% | 2% | 2% |
Argentina | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | $ (3,188) | $ 803,264 | $ 819,618 | |
Revenue from external customers by country, percentage | 0% | 0% | 2% | 2% |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | $ 1,103,158 | $ 1,546,667 | $ 3,590,614 | $ 4,744,626 |
Revenue from external customers by country, percentage | 6% | 7% | 7% | 9% |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Amortization expense | $ 548,438 | $ 598,399 | $ 1,719,646 | $ 1,798,227 | $ 2,401,376 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | |
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | $ 34,095,827 | $ 37,130,942 | $ 37,130,942 | ||
Other Additions and Disposals/ Transfer | (1,885,907) | 0 | |||
Intangible amortization expense | $ (548,438) | $ (598,399) | (1,719,646) | (1,798,227) | (2,401,376) |
Intangible currency translation adjustment | (162,062) | (633,739) | |||
Intangible asset | 30,328,212 | 30,328,212 | 34,095,827 | ||
Trade Name | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | 1,084,791 | 1,310,489 | 1,310,489 | ||
Other Additions and Disposals/ Transfer | 0 | 0 | |||
Intangible amortization expense | (147,630) | (203,009) | |||
Intangible currency translation adjustment | (5,737) | (22,689) | |||
Intangible asset | 931,424 | 931,424 | 1,084,791 | ||
Customer Relationships | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | 5,499,815 | 6,302,591 | 6,302,591 | ||
Other Additions and Disposals/ Transfer | 0 | 0 | |||
Intangible amortization expense | (265,258) | (373,393) | |||
Intangible currency translation adjustment | (131,244) | (429,383) | |||
Intangible asset | 5,103,313 | 5,103,313 | 5,499,815 | ||
Non-compete | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | 0 | 5,058 | 5,058 | ||
Other Additions and Disposals/ Transfer | 0 | ||||
Intangible amortization expense | (5,058) | ||||
Intangible currency translation adjustment | 0 | ||||
Intangible asset | 0 | ||||
GI Customer list | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | 42,983 | 50,146 | 50,146 | ||
Other Additions and Disposals/ Transfer | 0 | 0 | |||
Intangible amortization expense | (5,373) | (7,163) | |||
Intangible currency translation adjustment | 0 | 0 | |||
Intangible asset | 37,610 | 37,610 | 42,983 | ||
Supply Agreement | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | 775,241 | 850,874 | 850,874 | ||
Other Additions and Disposals/ Transfer | 0 | 0 | |||
Intangible amortization expense | (56,725) | (75,633) | |||
Intangible currency translation adjustment | 0 | 0 | |||
Intangible asset | 718,516 | 718,516 | 775,241 | ||
Grower Relationships | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | 1,331,581 | 1,436,988 | 1,436,988 | ||
Other Additions and Disposals/ Transfer | 0 | 0 | |||
Intangible amortization expense | (79,055) | (105,407) | |||
Intangible currency translation adjustment | 0 | 0 | |||
Intangible asset | 1,252,526 | 1,252,526 | 1,331,581 | ||
Intellectual Property | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | 23,035,925 | 24,427,857 | 24,427,857 | ||
Other Additions and Disposals/ Transfer | 0 | 0 | |||
Intangible amortization expense | (1,039,162) | (1,391,932) | |||
Intangible currency translation adjustment | 0 | 0 | |||
Intangible asset | 21,996,763 | 21,996,763 | 23,035,925 | ||
License agreement | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | 1,986,598 | 2,340,269 | 2,340,269 | ||
Other Additions and Disposals/ Transfer | (1,885,907) | 0 | |||
Intangible amortization expense | (75,610) | (172,004) | |||
Intangible currency translation adjustment | (25,081) | (181,667) | |||
Intangible asset | 0 | 0 | 1,986,598 | ||
Internal use software | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | 338,893 | $ 406,670 | 406,670 | ||
Other Additions and Disposals/ Transfer | 0 | 0 | |||
Intangible amortization expense | (50,833) | (67,777) | |||
Intangible currency translation adjustment | 0 | 0 | |||
Intangible asset | $ 288,060 | $ 288,060 | $ 338,893 |
Intangible Assets - Intangible
Intangible Assets - Intangible Assets (Future Amortization) (Details) | Mar. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 527,879 |
2024 | 2,154,690 |
2025 | 2,114,725 |
2026 | 1,975,491 |
2027 | 1,924,607 |
Thereafter | $ 21,630,820 |
Property, Plant and Equipment -
Property, Plant and Equipment - Components of Property, Plant and Equipment (Details) - USD ($) | Mar. 31, 2023 | Jun. 30, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 18,117,513 | $ 27,105,768 |
Less: accumulated depreciation | (7,875,828) | (10,234,099) |
Property, plant and equipment, net | 10,241,685 | 16,871,669 |
Land and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 942,919 | 2,265,087 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 3,371,017 | 8,119,960 |
Machinery and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 12,622,765 | 14,972,462 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 608,002 | 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 | $ 20,000 | $ 110,107 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 438,505 | $ 625,327 | $ 1,591,997 | $ 1,809,915 |
Debt - Schedule of Total Debt O
Debt - Schedule of Total Debt Outstanding (Details) - USD ($) | Mar. 31, 2023 | Jun. 30, 2022 |
Current portion of working capital lines of credit | ||
Total current portion of working capital lines of credit, net | $ 42,783,136 | $ 12,678,897 |
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 | 34,382,183 | |
Current portion of long-term debt | ||
Finance leases, Current | 402,164 | 804,309 |
Total current portion, net | 1,058,051 | 8,316,783 |
Long-term debt, less current portion | ||
Finance leases, Noncurrent | 246,977 | 500,723 |
Total long-term portion, net | 3,648,732 | 3,992,540 |
Total debt, net | 4,706,783 | 12,309,323 |
CIBC | ||
Current portion of working capital lines of credit | ||
Total current portion of working capital lines of credit, net | 18,279,289 | 12,804,611 |
Long-term portion of working capital lines of credit, less current portion | ||
Total working capital lines of credit, net | 18,300,000 | |
National Australia Bank Limited | ||
Current portion of working capital lines of credit | ||
Total current portion of working capital lines of credit, net | 24,771,500 | 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 | 42,783,136 | |
CIBC and NAB | ||
Current portion of long-term debt | ||
Debt issuance costs,Current | (267,653) | (464,028) |
Term Loan Long Term Current | National Australia Bank Limited | ||
Current portion of long-term debt | ||
Secured Debt, Current | 334,750 | 344,400 |
Machinery & Equipment Loans Long Term Current | National Australia Bank Limited | ||
Current portion of long-term debt | ||
Secured Debt, Current | 257,963 | 246,547 |
Machinery & Equipment Loans Long Term Current | Hyster | ||
Current portion of long-term debt | ||
Secured Debt, Current | 11,897 | 11,834 |
Long-term debt, less current portion | ||
Secured Long-term Debt, Noncurrent | 18,944 | 28,722 |
Rooster RE Short | ||
Current portion of long-term debt | ||
Debt issuance costs,Current | 0 | (36,643) |
Secured Debt, Current | 0 | 6,905,995 |
Vehicle Loans | Ford Credit | ||
Current portion of long-term debt | ||
Secured Debt, Current | 51,277 | 40,341 |
Long-term debt, less current portion | ||
Secured Long-term Debt, Noncurrent | 83,532 | 88,583 |
Debt issuance costs, Noncurrent | (21) | |
Term Loan Long Term Non Current | National Australia Bank Limited | ||
Long-term debt, less current portion | ||
Secured Long-term Debt, Noncurrent | 2,343,250 | 2,410,800 |
Machinery & Equipment Loans long Term | National Australia Bank Limited | ||
Long-term debt, less current portion | ||
Secured Long-term Debt, Noncurrent | $ 956,029 | $ 963,733 |
Debt - CIBC Credit Facility - A
Debt - CIBC Credit Facility - Additional Information (Details) - USD ($) | 9 Months Ended | ||||||
Mar. 22, 2023 | Dec. 23, 2022 | Oct. 28, 2022 | May 13, 2022 | Dec. 26, 2019 | Mar. 31, 2023 | Sep. 22, 2022 | |
Line Of Credit Facility [Line Items] | |||||||
Line of credit facility, remaining borrowing capacity | $ 1,800,000 | ||||||
Incurred financing charges associated other lenders totaled | 1,500,000 | ||||||
CIBC | |||||||
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 | $ 25,000,000 | |||||
Debt instrument, maturity date | Aug. 31, 2024 | Mar. 23, 2023 | Dec. 23, 2022 | ||||
Line of credit facility, borrowing capacity, description | Availability of funds under the Amended CIBC Credit Facility is subject to a borrowing base equal to (a) up to 85% of eligible domestic accounts receivable, plus (b) up to 90% of eligible foreign accounts receivable, plus (c) up to the lesser of (i) 65% of eligible inventory and (ii) 85% of the appraised net orderly liquidation value of eligible inventory | ||||||
Debt instrument, debt default, Increase in interest rate per annum | 2% | ||||||
Borrowing base value of an eligible inventory sublimit | $ 12,000,000 | $ 9,000,000 | |||||
Line of credit facility, current borrowing capacity | $ 19,300,000 | ||||||
Line of credit facility, remaining borrowing capacity | 1 | ||||||
Increase in line of credit facility | $ 5,700,000 | ||||||
CIBC | Loan Agreement | |||||||
Line Of Credit Facility [Line Items] | |||||||
Debt instrument, maturity date | Aug. 31, 2024 | ||||||
CIBC | Line of Credit | |||||||
Line Of Credit Facility [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 21,000,000 | $ 18,000,000 | |||||
Minimum potential liquidity raised to meet covenant compliance | $ 1,000,000 | ||||||
Debt instrument, interest rate | 10% | ||||||
CIBC | Line of Credit | Federal Funds Rate | |||||||
Line Of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 0.50% | ||||||
CIBC | Line of Credit | Prime Rate | |||||||
Line Of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 2% | ||||||
CIBC | 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% | ||||||
CIBC | February 1 to October 31 of Each Year | |||||||
Line Of Credit Facility [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 | ||||||
CIBC | November 1 to January 31 of Each Year | |||||||
Line Of Credit Facility [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 18,000,000 |
Debt - Rooster Note - Additiona
Debt - Rooster Note - Additional Information (Details) - Conterra - USD ($) $ in Millions | Feb. 06, 2023 | Dec. 23, 2022 | Sep. 22, 2022 | Nov. 30, 2017 |
Line Of Credit Facility [Line Items] | ||||
Debt instrument, maturity date | Mar. 01, 2023 | Dec. 23, 2022 | ||
Debt instrument, interest rate | 9.25% | 7.75% | ||
Outstanding principal and accrued interest paid off | $ 6.6 |
Debt - NAB Facilities - Additio
Debt - NAB Facilities - Additional Information (Details) | 9 Months Ended | |||||||
Oct. 25, 2022 AUD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2023 AUD ($) | Mar. 31, 2023 AUD ($) | Feb. 08, 2023 USD ($) | Dec. 31, 2022 AUD ($) | Jun. 30, 2022 USD ($) | Nov. 11, 2021 AUD ($) | |
Line Of Credit Facility [Line Items] | ||||||||
Facility outstanding amount | $ 34,382,183 | |||||||
Line of credit facility, remaining borrowing capacity | $ 1,800,000 | |||||||
Master Asset Finance Facility | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Line of credit facility, current borrowing capacity | 25,400,000 | $ 37,900,000 | ||||||
Line of credit facility, remaining borrowing capacity | 800,000 | 1,300,000 | ||||||
Net due from related entities covenant maximum | $ 25,000,000 | $ 18,500,000 | ||||||
National Australia Bank Limited | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | 10,000,000 | 15,000,000 | ||||||
Facility outstanding amount | 42,783,136 | |||||||
National Australia Bank Limited | Borrowing Base Line | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Line of credit facility, termination date | Sep. 30, 2024 | |||||||
Line of credit facility, expiration extended period | 1 year | |||||||
National Australia Bank Limited | Borrowing Base Line | Minimum | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | 21,400,000 | $ 32,000,000 | ||||||
National Australia Bank Limited | Borrowing Base Line | Maximum | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | 26,800,000 | $ 40,000,000 | ||||||
National Australia Bank Limited | Overdraft Credit | ||||||||
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 Credit | Minimum | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | 700,000 | $ 1,000,000 | ||||||
National Australia Bank Limited | Overdraft Credit | Maximum | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 2,000,000 | 1,300,000 | ||||||
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 Ltd Facility | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | 32,800,000 | 49,000,000 | ||||||
Increase in line of credit facility | 2,700,000 | $ 4,100,000 | ||||||
National Australia Bank Ltd Facility | Maximum | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 28,600,000 | $ 42,000,000 | ||||||
National Australia Bank Ltd Facility | Line of Credit | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Net due from related entities covenant maximum | $ 25,000,000 |
Debt - MFP Loan Agreement - Add
Debt - MFP Loan Agreement - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Mar. 22, 2023 | Dec. 23, 2022 | Oct. 28, 2022 | Sep. 22, 2022 | Mar. 31, 2023 | Mar. 31, 2023 | |
Line of Credit Facility [Line Items] | ||||||
Subordinated loan & security agreement warrants | $ 1,092,000 | $ 1,894,901 | ||||
Standby Letters of Credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt face amount | $ 12,000,000 | $ 9,000,000 | ||||
Debt instrument, maturity date | Sep. 30, 2024 | Apr. 30, 2023 | Sep. 30, 2024 | Jan. 23, 2023 | ||
Line of credit facility, maximum borrowing capacity | $ 13,000,000 | |||||
Standby Letters of Credit | Minimum | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, unused capacity commitment fee percentage | 3.50% | |||||
Standby Letters of Credit | Maximum | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, unused capacity commitment fee percentage | 4.25% | |||||
MFP Loan Agreement | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, maturity date | Nov. 30, 2025 | |||||
Line of credit facility, maximum borrowing capacity | $ 12,000,000 | $ 9,000,000 | ||||
Line of credit facility, unused capacity commitment fee percentage | 3.50% | |||||
Debt instrument, percentage of interest payable in cash | 50% | |||||
Debt instrument, percentage of interest paid in kind | 50% | |||||
Warrant exercise price per share | $ 2.15 | $ 1.60 | $ 1.60 | |||
Warrant expiration term | 5 years | 5 years | 5 years | |||
MFP Loan Agreement | Maximum | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 13,000,000 | |||||
MFP Loan Agreement | Letter of Credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, maturity date | Jan. 23, 2023 | |||||
MFP Loan Agreement | Reference Rate Floor | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, interest rate | 1.25% | |||||
MFP Loan Agreement | SOFR | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 9.25% |
Debt - Schedule of Annual Matur
Debt - Schedule of Annual Maturities of Long-Term Debt Excluding Finance Lease Liabilites (Details) | Mar. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2023 | $ 76,909 |
2024 | 668,649 |
2025 | 632,758 |
2026 | 2,330,226 |
2027 | 161,420 |
Thereafter | 187,682 |
Total | $ 4,057,644 |
Foreign Currency Forward Cont_2
Foreign Currency Forward Contracts and Options - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | |
Foreign Currency Forward Contracts and Options [Line Items] | |||||
Foreign exchange contract liability | $ 812,362 | $ 812,362 | $ 996,106 | ||
Gains (losses) on foreign exchange contracts | (331,889) | $ (146,935) | (699,428) | $ (567,963) | |
Options intrinsic value | 0 | 0 | |||
Prepaid Expenses and Other Current Assets | |||||
Foreign Currency Forward Contracts and Options [Line Items] | |||||
Option premiums value | 31,055 | 31,055 | |||
Foreign Currency Forward Contracts | |||||
Foreign Currency Forward Contracts and Options [Line Items] | |||||
Foreign currency forward contracts, notional value | 10,621,155 | 10,621,155 | |||
Gains (losses) on foreign exchange contracts | 187,154 | $ 201,188 | $ 167,688 | $ 50,971 | |
Foreign Currency Forward Contracts | Minimum | |||||
Foreign Currency Forward Contracts and Options [Line Items] | |||||
Foreign currency maturity term | Apr. 30, 2023 | ||||
Foreign Currency Forward Contracts | Maximum | |||||
Foreign Currency Forward Contracts and Options [Line Items] | |||||
Foreign currency maturity term | Jun. 30, 2023 | ||||
Foreign Currency Options | |||||
Foreign Currency Forward Contracts and Options [Line Items] | |||||
Foreign currency forward contracts, notional value | $ 9,000,000 | $ 9,000,000 |
Equity - Additional Information
Equity - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Mar. 22, 2023 | Oct. 28, 2022 | Sep. 22, 2022 | Mar. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 22, 2022 | May 17, 2022 | Sep. 23, 2020 | |
MFP Loan Agreement | |||||||||
Class Of Stock [Line Items] | |||||||||
Warrants to purchase of common stock | 1,300,000 | 166,700 | 500,000 | 2,633,400 | 2,633,400 | 666,700 | |||
Warrant exercise price per share | $ 2.15 | $ 1.60 | $ 1.60 | ||||||
Warrant expiration term | 5 years | 5 years | 5 years | ||||||
Warrants capitalized | $ 1,894,901 | ||||||||
Interest expense amortized | 626,141 | ||||||||
ATM Agreement | B. Riley Securities, Inc | |||||||||
Class Of Stock [Line Items] | |||||||||
Maximum aggregate offering price of common stock by agent | $ 24,600,000 | $ 17,100,000 | |||||||
Gross proceeds from sale of common stock | $ 200,000 | $ 6,200,000 | $ 6,200,000 | ||||||
Number of common stock shares issued during the period | 102,455 | 2,633,052 | 2,633,900 | ||||||
Value of remaining common stock available to sell under agreement | $ 6,200,000 | $ 6,200,000 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Options granted | 1,289,675 | ||||
Stock-based compensation, total compensation cost not yet recognized, period for recognition | 1 year 4 months 28 days | ||||
Stock-based compensation | $ 620,887 | $ 413,293 | $ 1,382,895 | $ 1,821,808 | |
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 6 months 3 days | ||||
Number of restricted stock units issued | 495,196 | 304,421 | |||
Fair value of awards granted | $ 563,446 | $ 829,780 | |||
Unrecognized stock compensation expense related to restricted stock grants | $ 461,652 | $ 461,652 | |||
Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Exercise price, upper range Limit | $ 1.89 | ||||
Maximum | Stock Options | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Maximum | Restricted Stock Units | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Minimum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Exercise price, lower range limit | $ 0.81 | ||||
Minimum | Stock Options | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 1 year | ||||
Minimum | Restricted Stock Units | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 1 year | ||||
2019 Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares available for issuance of grants | 1,642,198 | 1,642,198 | |||
2009 and 2019 Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock options granted, weighted average grant date fair value | $ 0.70 | $ 0.70 | |||
Unrecognized stock compensation expense, net of estimated forfeitures, related to options | $ 1,131,866 | $ 1,131,866 |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary Of Stock Option Activity (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | 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 | 1,289,675 | 994,725 | |
Options, Exercised | (1,050) | (38,774) | |
Options, Canceled/forfeited/expired | (844,545) | (95,419) | |
Options, Outstanding as of end of period | 5,081,180 | 4,637,100 | 3,776,568 |
Options, vested and exercisable at end of period | 3,235,391 | ||
Options, vested and expected to vest | 5,071,515 | ||
Weighted-Average Exercise Prices, Outstanding as of beginning of period | $ 2.64 | $ 2.65 | |
Weighted-Average Exercise Prices, Granted | 1.26 | 2.63 | |
Weighted-Average Exercise Prices, Exercised | 0.95 | 2.33 | |
Weighted-Average Exercise Prices, Canceled/forfeited/expired | 2.79 | 2.82 | |
Weighted-Average Exercise Prices, Outstanding as of end of period | 2.27 | $ 2.64 | $ 2.65 |
Weighted-Average Exercise Prices, vested and exercisable | 2.59 | ||
Weighted-Average Exercise Price, vested and expected to vest | $ 2.27 | ||
Options Outstanding, Weighted-Average Remaining Contractual Term (in years) | 7 years 2 months 12 days | 6 years 7 months 6 days | 8 years |
Weighted-Average Remaining Contractual Term (in years), vested and exercisable | 6 years 1 month 6 days | ||
Weighted-Average Remaining Contractual Term (in years), vested and expected to vest | 7 years 2 months 12 days | ||
Options, Outstanding, Aggregate Intrinsic Value | $ 459,346 | $ 3,962,766 | |
Options, vested and exercisable, Aggregate Intrinsic Value | 39,501 | ||
Options, vested and expected to vest, Aggregate Intrinsic Value | $ 455,713 |
Equity-Based Compensation - S_2
Equity-Based Compensation - Summary of Activity Related to Non-Vested Restricted Stock Units (Details) - Restricted Stock Units - $ / shares | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | 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 | |
Number of Nonvested Restricted Stock Units, Granted | 495,196 | 304,421 | |
Number of Nonvested Restricted Stock Units, Vested | (224,164) | (391,036) | |
Number of Nonvested Restricted Stock Units, Forfeited | (8,750) | (7,036) | |
Number of Nonvested Restricted Stock Units Outstanding, Ending | 530,201 | 267,919 | 361,570 |
Weighted-Average Grant Date Fair Value, Beginning | $ 2.66 | $ 2.51 | |
Weighted-Average Grant Date Fair Value, Granted | 1.14 | 2.78 | |
Weighted-Average Grant Date Fair Value, Vested | 2.55 | 2.62 | |
Weighted-Average Grant Date Fair Value, Forfeited | 2.50 | 2.35 | |
Weighted-Average Grant Date Fair Value, Ending | $ 1.29 | $ 2.66 | $ 2.51 |
Weighted-Average Remaining Contractual Life (Years) | 1 year 8 months 12 days | 1 year 2 months 12 days | 1 year 3 months 18 days |
Weighted-Average Remaining Contractual Life (Years), Granted | 1 year 7 months 6 days |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Weighted Average Assumptions (Details) | 9 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk free rate, minimum | 2.90% | 0.80% |
Risk free rate, maximum | 4.40% | 1.10% |
Volatility, minimum | 64.70% | 61.80% |
Volatility, maximum | 66.10% | 63.80% |
Average forfeiture assumptions | 8.20% | 2.80% |
Investments - Additional Inform
Investments - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Feb. 06, 2023 | Dec. 23, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | |
Schedule of Equity Method Investments [Line Items] | |||||||
Equity method investments | $ 24,121,771 | $ 24,121,771 | $ 367,970 | ||||
Gain on equity method investments | 32,030 | $ 0 | |||||
Gain on equity method investments | $ 38,323,506 | $ 0 | 38,323,506 | 0 | |||
Percentage of sale of investment in Bioceres, S.A. | 71.40% | ||||||
Net proceeds from sale of equity investment | 400,000 | $ 988,504 | |||||
Gain on sale of marketable securities | $ 68,967 | $ 32,030 | |||||
Conterra | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Settlement of long-term debt principal, interest and other related costs | $ 6,600,000 | ||||||
Shell | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Proceeds from divestiture of business at closing | $ 7,000,000 | ||||||
Membership interest repurchase percent | 6% | ||||||
Fair market value of purchase option | $ 600,000 | ||||||
Shell | Minimum | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Membership interest repurchase price | 7,100,000 | ||||||
Shell | Maximum | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Additional proceeds to be received from sale of businesses in one year | 6,000,000 | ||||||
Membership interest repurchase price | $ 12,000,000 | ||||||
Vision Bioenergy | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Additional ownership percentage | 10% | ||||||
Fair value of contingent transfers | $ 1,100,000 | ||||||
Ownership interest | 34% | 34% | 34% | 0% | |||
Equity method investments | $ 23,700,000 | $ 23,340,657 | $ 23,340,657 | ||||
Carrying value of asset and inventory contributed | 5,500,000 | ||||||
Fair value of property contributed to llc | 12,900,000 | ||||||
Net identifiable assets | 18,900,000 | ||||||
Difference between carrying amount and net identifiable assets | 4,800,000 | ||||||
Deconsolidation revaluation of retained investment, gain amount | 8,600,000 | ||||||
Vision Bioenergy | Conterra | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Settlement of long-term debt principal, interest and other related costs | 6,800,000 | ||||||
Vision Bioenergy | Shell | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Contribution made in exchange for ownership interest | 13,200,000 | ||||||
Proceeds from divestiture of business at closing | 7,000,000 | ||||||
Fair value of payment based on discounted value | 5,747,126 | 5,747,127 | 5,747,127 | ||||
Additional payments made to partnership in exchange for ownership interest | 12,000,000 | ||||||
Fair value of additional cash contribution based on discounted value | $ 11,500,000 | ||||||
Membership interest repurchase percent | 6% | ||||||
Fair market value of purchase option | $ 604,000 | 604,000 | |||||
Ownership interest | 66% | ||||||
Equity method investments | $ 23,664,195 | ||||||
Member investment in partnership | 45,900,000 | ||||||
Aggregate consideration received | 43,800,000 | ||||||
Carrying value of asset and inventory contributed | 5,532,694 | $ 5,532,694 | 5,532,694 | ||||
Fair value of intangible contributed to llc | 18,100,000 | ||||||
Gain on equity method investments | 38,323,506 | ||||||
Equity method investment total valuation amount | 69,600,000 | ||||||
Vision Bioenergy | Shell | Prepaid Expenses and Other Current Assets | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Fair value of payment based on discounted value | 5,700,000 | ||||||
Vision Bioenergy | Shell | Maximum | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Additional proceeds to be received from sale of businesses in one year | 6,000,000 | ||||||
Possible reduction in proceeds to be received from sale of businesses in one year | 4,500,000 | ||||||
Vision Bioenergy | Shell | Conterra | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Settlement of long-term debt principal, interest and other related costs | $ 6,840,879 | $ 6,840,879 | |||||
Trigall Australia Pty Ltd | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Proceeds from sale of interest in subsidiary | $ 2,000,000 | ||||||
Ownership interest | 20% | 20% | 20% | 0% | |||
Equity method investments | $ 800,000 | $ 781,114 | $ 781,114 | ||||
Carrying value of asset and inventory contributed | 2,000,000 | ||||||
Fair value of assets contributed | 3,800,000 | ||||||
Gain on equity method investments | 1,800,000 | ||||||
Capital contributions to be made | 600,000 | ||||||
Trigall Australia Pty Ltd | Promissory Note | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Promisory notes to be recieved | 1,000,000 | ||||||
Trigall Australia Pty Ltd | Promissory Note | Prepaid Expenses and Other Current Assets | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Proceeds from partnership transaction | $ 1,000,000 | ||||||
Trigall Australia Pty Ltd | Trigall Genetic S.A | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Ownership interest | 80% | ||||||
Equity method investments | $ 3,000,000 | ||||||
Fair value of assets contributed | $ 3,800,000 | ||||||
Bioceres | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Ownership interest | 0% | 0% | 1% | ||||
Equity method investments | $ 367,970 | ||||||
Gain on equity method investments | $ 32,030 | ||||||
Percentage of sale of investment in Bioceres, S.A. | 71.40% | ||||||
Net proceeds from sale of equity investment | $ 1,000,000 | $ 400,000 | |||||
Gain on sale of marketable securities | $ 100,000 |
Investments - Schedule of Gain
Investments - Schedule of Gain on Equity Method Investments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Feb. 06, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | |
Schedule of Equity Method Investments [Line Items] | ||||||
Equity investment | $ 24,121,771 | $ 24,121,771 | $ 367,970 | |||
Gain on equity method investments | 38,323,506 | $ 0 | 38,323,506 | $ 0 | ||
Conterra | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Debt retirement | $ 6,600,000 | |||||
Shell | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Cash | 7,000,000 | |||||
Fair value of 6% member purchase option | 600,000 | |||||
Vision Bioenergy | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity investment | 23,700,000 | 23,340,657 | 23,340,657 | |||
Fixed assets and inventory transfer | (5,500,000) | |||||
Vision Bioenergy | Conterra | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Debt retirement | 6,800,000 | |||||
Vision Bioenergy | Shell | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity investment | 23,664,195 | |||||
Cash | 7,000,000 | |||||
Present value of future payment | 5,747,126 | 5,747,127 | 5,747,127 | |||
Fixed assets and inventory transfer | (5,532,694) | $ (5,532,694) | (5,532,694) | |||
Fair value of 6% member purchase option | 604,000 | 604,000 | ||||
Gain on equity method investments | 38,323,506 | |||||
Vision Bioenergy | Shell | Conterra | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Debt retirement | $ 6,840,879 | $ 6,840,879 |
Investments - Schedule of Gai_2
Investments - Schedule of Gain on Equity Method Investments (Parenthetical) (Details) - Shell Oil Products US [Member] | Feb. 06, 2023 |
Schedule of Equity Method Investments [Line Items] | |
Membership interest repurchase percent | 6% |
Vision Bioenergy Oilseeds LLC [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Membership interest repurchase percent | 6% |
Investments - Summary of Financ
Investments - Summary of Financial Information of Unaudited Balance Sheet (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Schedule of Equity Method Investments [Line Items] | ||||||
Cash | $ 1,569,463 | $ 2,056,508 | ||||
Intangible assets | 30,328,212 | 34,095,827 | $ 37,130,942 | |||
Other assets | 2,038,618 | 1,128,507 | ||||
TOTAL ASSETS | 158,483,654 | 133,787,851 | ||||
Current liabilities | 71,380,889 | 48,291,496 | ||||
Equity | 75,724,512 | $ 42,051,933 | 51,408,669 | $ 63,817,023 | $ 64,160,529 | $ 74,393,193 |
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY | 158,483,654 | $ 133,787,851 | ||||
Vision Bioenergy | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Cash | 11,042,929 | |||||
Other current assets | 432,992 | |||||
Fixed assets | 14,385,791 | |||||
Intangible assets | 17,820,005 | |||||
Goodwill | 14,006,268 | |||||
Other assets | 165,796 | |||||
TOTAL ASSETS | 57,853,781 | |||||
Current liabilities | 581,549 | |||||
Long-term liabilities | 117,492 | |||||
Equity | 57,154,740 | |||||
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY | $ 57,853,781 |
Investments - Summary of Fina_2
Investments - Summary of Financial Information of Unaudited Income Statement (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | ||||
Revenue | $ 17,662,307 | $ 23,186,877 | $ 50,465,974 | $ 51,349,967 |
Gross profit (loss) | 4,430,471 | 2,705,414 | 11,684,273 | 7,492,447 |
Loss from operations | (3,912,749) | (6,210,929) | (13,562,196) | (20,877,021) |
Net loss | 32,119,365 | $ (7,304,923) | 21,624,419 | $ (23,500,000) |
Vision Bioenergy | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Revenue | 83,505 | 83,505 | ||
Gross profit (loss) | (206,985) | (206,985) | ||
Loss from operations | (953,718) | (953,718) | ||
Net loss | $ (951,582) | $ (951,582) |
Investments - Schedule of Carry
Investments - Schedule of Carrying Amount of The Company's Equity Method Investments (Details) - USD ($) | Mar. 31, 2023 | Feb. 06, 2023 | Dec. 23, 2022 | Jun. 30, 2022 |
Schedule of Equity Method Investments [Line Items] | ||||
Total equity method investments, Carrying Amount | $ 24,121,771 | $ 367,970 | ||
Vision Bioenergy | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total equity method investments, Carrying Amount | $ 23,340,657 | $ 23,700,000 | ||
Economic Interest | 34% | 34% | 0% | |
Trigall Australia | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total equity method investments, Carrying Amount | $ 781,114 | $ 800,000 | ||
Economic Interest | 20% | 20% | 0% | |
Bioceres | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total equity method investments, Carrying Amount | $ 367,970 | |||
Economic Interest | 0% | 1% |
Series B Convertible Preferre_3
Series B Convertible Preferred Stock - Additional Information (Details) | 9 Months Ended |
Mar. 31, 2023 shares | |
MEZZANINE EQUITY | |
Temporary Equity [Line Items] | |
Issuances and conversion of preferred stock to common stock | 0 |
Series B Convertible Preferre_4
Series B Convertible Preferred Stock - Summary of Changes to Series B Convertible Preferred Stock (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |||||
Mezzanine Equity Beginning Balance, amount | $ 4,804,819 | ||||
Issuance of preferred stock | $ 4,638,521 | ||||
Dividends accrued | $ 95,299 | $ 40,276 | 271,746 | $ 40,276 | 127,541 |
Accretion of discount for warrants | 77,514 | $ 12,919 | 38,757 | ||
Mezzanine Equity Ending Balance, amount | $ 5,154,079 | $ 5,154,079 | $ 4,804,819 |
Non-Cash Activities for State_3
Non-Cash Activities for Statements of Cash Flows - Schedule of Condensed Consolidated Statements of Cash Flows for Non-Cash Activities (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Feb. 06, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | |
Non-cash investing activities: | ||||||
ROU assets financed by lease liabilities | $ 498,143 | $ 271,524 | ||||
Consideration received from Shell for equity interest in Vision Bioenergy: | ||||||
Contribution of intangible assets to Trigall in exchange for equity investment and promissory note | (1,750,000) | |||||
Non-cash financing activities: | ||||||
Warrants issued for financial commitment asset | 1,894,901 | |||||
Dividends accrued for participating securities | $ 95,299 | $ 40,276 | 271,746 | 40,276 | $ 127,541 | |
Accretion of discount for series B preferred stock warrants | 77,514 | $ 12,919 | $ 38,757 | |||
Shell Oil Products US [Member] | ||||||
Consideration received from Shell for equity interest in Vision Bioenergy: | ||||||
Membership purchase option | $ 600,000 | |||||
Vision Bioenergy Oilseeds LLC [Member] | ||||||
Consideration received from Shell for equity interest in Vision Bioenergy: | ||||||
Contribution of property, plant and equipment and inventory to Vision Bioenergy for equity interest | (5,500,000) | |||||
Vision Bioenergy Oilseeds LLC [Member] | Shell Oil Products US [Member] | ||||||
Consideration received from Shell for equity interest in Vision Bioenergy: | ||||||
Note receivable | 5,747,126 | 5,747,127 | 5,747,127 | |||
Membership purchase option | 604,000 | 604,000 | ||||
Contribution of property, plant and equipment and inventory to Vision Bioenergy for equity interest | (5,532,694) | $ (5,532,694) | (5,532,694) | |||
Conterra [Member] | ||||||
Consideration received from Shell for equity interest in Vision Bioenergy: | ||||||
Settlement of long-term debt principal, interest and other related costs | 6,600,000 | |||||
Conterra [Member] | Vision Bioenergy Oilseeds LLC [Member] | ||||||
Consideration received from Shell for equity interest in Vision Bioenergy: | ||||||
Settlement of long-term debt principal, interest and other related costs | 6,800,000 | |||||
Conterra [Member] | Vision Bioenergy Oilseeds LLC [Member] | Shell Oil Products US [Member] | ||||||
Consideration received from Shell for equity interest in Vision Bioenergy: | ||||||
Settlement of long-term debt principal, interest and other related costs | $ 6,840,879 | $ 6,840,879 |