SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation a nd Principles of Consolidation The consolidated financial statements include the accounts of S&W Seed Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles, or GAAP, and include the assets, liabilities, revenue and expenses of all wholly-owned subsidiaries and majority-owned subsidiaries over which the Company's exercises control. Outside stockholders' interests in subsidiaries are shown in the consolidated financial statements as Noncontrolling interests. The Company own s 50.1 % of a venture based in South Africa named SeedVision Proprietary Limited, or SeedVision. SeedVision is a variable interest entity as defined in ASC 810-10, Consolidation, because no substantive equity contributions have been made to it, and SeedVision is being funded through advances, as needed, from its investors . The Company has concluded that it is the primary beneficiary of SeedVision because it has the power, through a tie-breaking vote on the board of directors, to direct the sales and marketing activities of SeedVision, which are considered to be the activities that have the greatest impact on the future economic performance of SeedVision. The Company owns 51.0 % of Sorghum Solutions South Africa, which is a variable interest entity as defined in ASC 810-10, Consolidation, because no substantive equity contributions have been made to it, and Sorghum Solutions South Africa is being funded through advances, as needed, from its investors . The Company has concluded that it is the primary beneficiary of Sorghum Solutions South Africa because it has the power, through a tie-breaking vote on the board of directors, to direct the sales and marketing activities of Sorghum Solutions South Africa, which are considered to be the activities that have the greatest impact on the future economic performance of Sorghum Solutions South Africa. Because the Company is their primary beneficiary, the financial results of SeedVision and Sorghum Solutions South Africa are included in these financial statements. The Company recorded a combined $ 289,517 of current assets (restricted) and $ 22,082 of current liabilities (nonrecourse) for these entities in our consolidated balance sheets as of June 30, 2023. The Company recorded a combined $ 459,909 of current assets (restricted) and $ 31,307 of current liabilities (nonrecourse) for these entities in our consolidated balance sheets as of June 30, 2022. 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 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, the armed conflict in Sudan, 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 consolidated financial statements inherently less certain. Therefore, actual results may ultimately differ from those estimates to a greater degree than historically. Certain Risks and Concentrations The Company’s revenue is principally derived from the sale of seed, the market for which is highly competitive. The Company depends on a core group of signific ant customers. No single customer acco unted for more than 10 % of revenue for the years ended June 30, 2023 and 2022. No customer accou nted for more than 10 % of the Company’s accounts receivable at June 30, 2023 and June 30, 2022. The Company sells a substantial portion of its products to international customers. Sales to international markets represented 70 % a nd 73 % of revenue during the years ende d June 30, 2023 and 2022, respectively. The net book value of fixed assets located outside the United States was 31 % a nd 22 % of total fixed assets at June 30, 2023 and 2022, respectively. The following table shows revenue from external sources by destination country: Years Ended June 30, 2023 2022 United States $ 22,060,338 30 % $ 19,534,824 27 % Australia 17,414,681 24 % 21,673,461 30 % Saudi Arabia 9,781,138 13 % 9,528,777 13 % Mexico 5,502,421 8 % 1,915,370 3 % Libya 4,678,973 6 % 1,739,105 2 % Sudan 2,612,603 4 % 1,443,748 2 % Pakistan 2,494,981 3 % 3,309,800 5 % South Africa 1,620,601 2 % 1,898,467 3 % Argentina 1,162,369 2 % 1,541,402 2 % Algeria 912,040 1 % 430,000 1 % Other 5,281,146 7 % 8,339,344 12 % Total revenue $ 73,521,291 100 % $ 71,354,298 100 % Liquidity and Going Concern The Company continues to monitor the ongoing military conflict between Russia and Ukraine and the armed conflict in Sudan on its business, including its results of operations and financial condition. The Company’s product revenue is predicated on its ability to timely fulfill customer orders, which depends in large part upon the consistent availability and operation of shipping and distribution networks operated by third parties. Farmers typically have a limited window during which they can plant seed and their buying decisions can be shaped by actual or perceived disruptions in the Company’s distribution and supply channels. If the Company’s customers delay or decrease their orders due to potential disruptions in its distribution and supply channels, or if the Company is unable to timely fulfill their orders, this would adversely affect the Company’s product revenue. During the year ended June 30, 2023, the Company experienced numerous logistical challenges due to limited availability of trucks for product deliveries, congestion at the ports, and overall increases in shipping and transportation costs. The Company expects these logistical challenges to persist well into fiscal 2024, which may, among other things, delay or reduce its ability to recognize revenue within a particular fiscal period and harm its results of operations. Excluding the gain recognized in relation to the Vision Bioenergy partnership, the Company is not profitable and has recorded negative op erating cash flows for the last several years. For the year ended June 30, 2023, the Company reported net loss, excluding the gain recognized from the Vision Bioenergy partnership, of $ 23.8 million and net cash used in operations of $ 19.0 million. As of June 30, 2023, the Company had cash on hand of $ 3.4 million. The Compa ny had $ 1.0 million of unused availability from its working capital facilities as of June 30, 2023 (refer to Note 8 for further discussion). In fiscal 2024, the Company is entitled to receive $ 6.0 million from Shell, subject to adjustment in certain circumstances detailed further in Note 7, and $ 1.0 million from Trigall in relation to the partnerships formed in fiscal 2023. The Company is obligated to make an additional $ 0.4 million in capital contributions to Trigall Australia through June 2025. The Company’s Amended and Restated Loan and Security Agreement, or the Amended CIBC Loan Agreement, with CIBC Bank USA, or CIBC, and its debt facilities with National Australia Bank, or NAB, listed under the NAB Finance Agreement, contain various operating and financial covenants (refer to Note 8). 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. The Amended 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 includes an undertaking that requires the Company to maintain a net related entity position of not more than USD $ 18.5 million and a minimum interest cover ratio at fiscal year-ends. As of June 30, 2023, the Company failed to meet the CIBC minimum adjusted EBITDA covenant as well as the NAB interest cover ratio covenant, but obtained waivers from both lenders with respect to such non-compliance. While the Company obtained waivers from CIBC and NAB for these failed covenants, there can be no assurance the Company will be successful in meeting its covenants or securing future waivers and/or amendments from its le nders. Currently, the Company does not expect to meet certain of these covenants in fiscal 2024. If the Company is unsuccessful in meeting its covenants or securing future waivers and/or amendments from its lenders and cannot obtain other financing options, it may need to reduce the scope of its operations, repay amounts owed t o its lenders and/or sell certain assets. Further, if the Company cannot renew or find other financing options when its two major debt facilities with CIBC and NAB expire on August 31, 2024 and September 30, 2024 , respectively, it m ay need to reduce the scope of its operations, repay amounts owed to its lenders and/or sell certain assets. These operating and liquidity factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company’s consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Reclassifications Certain prior year amounts have been reclassified in order to conform to the current year presentation. International Operations The Company translates its foreign operations’ assets and liabilities denominated in foreign currencies into U.S. dollars at the current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded in the cumulative translation account, a component of accumulated other comprehensive income (loss). Gains or losses from foreign currency transactions are included in the consolidated statements of operations. For the year ended June 30, 2023, a $ 0.9 million foreign currency transaction gain was recognized within Cost of revenue and a $ 0.9 million foreign currency loss was recorded in Other expenses (income). For the year ended June 30, 2022, a $ 0.5 million foreign currency gain was recognized within Cost of revenue and a $ 0.8 million foreign currency loss was recorded to Other expenses (income). Cost of Revenue The Company records purchasing and receiving costs, inspection costs and warehousing costs in cost of revenue. When the Company is required to pay for outward freight and/or the costs incurred to deliver products to its customers, the costs are included in Cost of revenue. Cash and Cash Equivalents For financial statement presentation purposes, the Company considers time deposits, certificates of deposit and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. At times, cash and cash equivalents balances exceed amounts insured by the Federal Deposit Insurance Corporation. Cash balances located outside of the United States may not be insured and totaled $ 191,766 and $ 811,551 on June 30, 2023 and 2022, respectively. Cash balances residing in the United States exceeding the Federal Deposit Insurance Corporation limit of $ 250,000 totaled $ 2,957,028 and $ 994,957 on June 30, 2023 and 2022, respectively. 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 $ 209,757 and $ 233,927 at June 30, 2023 and June 30, 2022, respectively. Inventories Inventories consist of seed and packaging materials. Inventories are stated at the lower of cost or net realizable value, and an inventory reserve permanently reduces the cost basis of inventory. Inventories are valued as follows: Actual cost is used to value raw materials such as packaging materials, as well as goods in process. Costs for substantially all finished goods, which include the cost of carryover crops from the previous year, are valued at actual cost. Actual cost for finished goods includes plant conditioning and packaging costs, direct labor and raw materials and manufacturing overhead costs based on normal capacity. The Company records abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage) as current period charges and allocates fixed production overhead to the costs of finished goods based on the normal capacity of the production facilities. Inventory is periodically reviewed to determine if it is marketable, obsolete or impaired. Inventory that is determined to be obsolete or impaired is written off to expense at the time the impairment is identified. Inventory quality is a function of germination percentage. Our experience has shown that our alfalfa seed quality tends to be stable under proper storage conditions; therefore, we do not view inventory obsolescence for alfalfa seed as a material concern. Hybrid crops (sorghum and sunflower) seed quality may be affected by warehouse storage pests such as insects and rodents. The Company maintains a strict pest control program to mitigate risk and maximize hybrid seed quality. Components of inventory are: As of As of June 30, 2023 June 30, 2022 Raw materials and supplies $ 3,309,211 $ 2,645,764 Work in progress 6,409,554 6,677,980 Finished goods 35,379,503 45,192,150 Inventories, net $ 45,098,268 $ 54,515,894 Property, Plant and Equipment Property, plant and equipment is depreciated using the straight-line method over the estimated useful life of the asset - periods of 5 to 35 years for buildings, 2 to 20 years for machinery and equipment, and 2 to 5 years for vehicles. Intangible Assets Intangible assets acquired in business acquisitions are reported at their initial fair value less accumulated amortization. Intangible assets are amortized using the straight-line method over the estimated useful life of the asset. Periods of 10 to 30 years for technology/IP/germplasm, 5 to 20 years for customer relationships and trade names and 10 to 20 for other intangible assets. The weighted average estimated useful lives are 25 years for technology/IP/germplasm, 19 years for customer relationships, 16 years for trade names, and 18 years for other intangible assets. Investments In fiscal 2023, the Company entered into two partnerships resulting in a 34 % ownership interest in Vision Bioenergy and a 20 % ownership interest in Trigall Australia. Following the initial recording of each investment, the Company assesses and records its share of equity earnings from each investment on a quarterly basis, resulting in the investment carrying value increasing or decreasing depending on whether a gain or loss is recorded. For Trigall Australia, the Company is also required to make capital contributions, which increases the carrying value of the investment. Research and Development Costs The Company is engaged in ongoing research and development, or R&D, of proprietary seed varieties. All R&D costs must be charged to expense as incurred. Accordingly, internal R&D costs are expensed as incurred. Third-party R&D costs are expensed when the contracted work has been performed or as milestone results have been achieved. The costs associated with equipment or facilities acquired or constructed for R&D activities that have alternative future uses are capitalized and depreciated on a straight-line basis over the estimated useful life of the asset. 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 under Government grant income in the consolidated statements of operations during the year ended June 30, 2023. A corresponding accrual of the tax credit receivable was recorded under Prepaid expenses and other current assets on the consolidated balance sheets as of June 30, 2023. Income Taxes The Company accounts for income taxes in accordance with the applicable accounting standards. These standards prescribe a minimum threshold a tax position is required to meet before being recognized in the consolidated financial statements. Deferred taxes are recognized for the estimated taxes ultimately payable or recoverable based on the enacted tax law. Changes in enacted tax rates are reflected in the tax provision as they occur. 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 years ended June 30, 2023 and 2022 has been affected by the valuation allowance on the Company’s deferred tax assets. Net Income (Loss) Per Common Share Data Basic net income (loss) per common share, or EPS, is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted EPS is calculated by adjusting both the numerator (net income (loss)) and the denominator (weighted-average number of shares outstanding) for the dilutive effects of potentially dilutive securities, including options and restricted stock awards. The treasury stock method is used for stock options and restricted stock awards. Under this method, consideration that would be received upon exercise (as well as remaining compensation cost to be recognized for awards not yet vested) is assumed to be used to repurchase shares of stock in the market, with net number of shares assumed to be issued added to the denominator. The Company computes earnings per share using the two-class method. The two-class method requires an earnings allocation formula that determines earnings per share for common shareholders and participating security holders according to dividends declared and participating rights in undistributed earnings. The Series B Redeemable Convertible Non-Voting Preferred Stock, par value $ 0.001 per share, or the Series B Preferred Stock, and warrant 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 Co mpany in determining net loss attributable to common shareholders. Additionally, any accretion to the redemption value for the Series B Preferred Stock is treated as a deemed dividend in the two-class EPS calculation. The calculation of basic and diluted EPS is shown in the table below: Years Ended June 30, 2023 2022 Numerator: Net income (loss) attributable to S&W Seed Company $ 14,410,078 $ ( 36,395,350 ) Dividends accrued for participating securities ( 365,979 ) ( 127,541 ) Accretion of Series B Preferred Stock redemption value ( 103,350 ) ( 38,757 ) Numerator for net income (loss) per common share - basic and diluted $ 13,940,749 $ ( 36,561,648 ) Denominator: Denominator for basic EPS - weighted average shares 42,752,759 39,133,681 Less: weighted average shares - dilutive securities: Employee stock options 50,023 — Employee restricted stock options 132,769 — Denominator for diluted EPS - weighted average shares 42,935,551 39,133,681 Net income (loss) per common share - basic $ 0.33 $ ( 0.93 ) Net income (loss) per common share - diluted $ 0.32 $ ( 0.93 ) Anti-dilutive shares, which have been excluded from the computation of diluted income (loss) per share, included 4,851,886 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 46,770 restricted stock units. The terms and conditions of these securities are more fully described in Note 12, Note 13, and Note 14 in these consolidated financial statements . For the period ended June 30, 2022, all potentially dilutive shares were anti-dilutive and excluded from the calculation of diluted loss per share because net losses were recognized. Impairment of Long-Lived Assets The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted future cash flows. Should impairment in value be indicated, the carrying value of long-lived assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. Refer to Note 5 for further impairment discussion. 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 (refer to Note 10) 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 if deemed material. Currency 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, accounts payable, short-term and all long-term borrowings, as reflected in the consolidated balance sheets, approximate fair value because of the short-term maturity of these instruments or interest rates commensurate with market rates. There have been no changes in operations and/or credit characteristics since the date of issuance that could impact the relationship between interest rate and market rates. S&W received a $ 6.0 million note receivable due from Shell in connection with the Vision Bioenergy partnership transaction (see Note 7). 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 ou r 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 balance was $ 5.8 million at J une 30, 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 $ 0.7 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. A fair value analysis was performed as of June 30, 2023, which resulted in no material adjustment to the fair value. Quantitative information about Level 3 fair value measurement is as follows: Fair Value at 6/30/23 Valuation Technique Unobservable Input Range Purchase Option $ 695,000 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 June 30, 2023 Using: Level 1 Level 2 Level 3 Foreign exchange contract liability $ — $ 849,033 $ — Note receivable due from Shell — 5,846,890 — Vision Bioenergy interest purchase option — — 695,000 Total $ — $ 6,695,923 $ 695,000 Fair Value Measurements as of June 30, 2022 Using: Level 1 Level 2 Level 3 Foreign exchange contract liability $ — $ 996,106 $ — Total $ — $ 996,106 $ — Recently Adopted Accounting Pronouncements 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 consolidated statements of operations, comprehensive income, balance sheets, or cash flows. |