DEBT | NOTE 8 - DEBT Total debt outstanding is presented on the Company's condensed consolidated balance sheets as follows: As of September 30, 2023 As of June 30, 2023 Current portion of working capital lines of credit CIBC $ 15,294,047 $ 19,335,427 National Australia Bank Limited 26,623,733 25,938,839 Debt issuance costs ( 324,150 ) ( 373,487 ) Total current portion of working capital lines of credit, net 41,593,630 44,900,779 Total working capital lines of credit, net $ 41,593,630 $ 44,900,779 Current portion of long-term debt Finance leases $ 470,364 $ 383,403 Term Loan - National Australia Bank Limited 2,252,250 2,318,050 Machinery & equipment loans - National Australia Bank Limited 1,228,264 1,141,349 Machinery & equipment loans - Hyster 23,990 11,902 Vehicle loans - Ford Credit 70,365 51,278 Debt issuance costs ( 106,740 ) ( 97,221 ) Total current portion, net 3,938,493 3,808,761 Long-term debt, less current portion Finance leases 538,178 304,761 Machinery & equipment loans - Hyster — 15,715 Vehicle loans - Ford Credit 131,887 70,103 Secured real estate note - AgAmerica 4,300,000 4,300,000 Debt issuance costs ( 183,366 ) ( 191,245 ) Total long-term portion, net 4,786,699 4,499,334 Total debt, net $ 8,725,192 $ 8,308,095 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, 2023, the CIBC Loan Agreement was subsequently amended on several occasions, including on March 22, 2023, when the Company entered into the Amended CIBC Loan Agreement. During the three months ended September 30, 2023, the Amended CIBC Loan Agreement was amended as follows: • On September 25, 2023, the Company entered into a First Amendment to the Amended CIBC Loan Agreement, or the Loan Amendment, which amended the Amended CIBC Loan Agreement, by and among the Company, as borrower, and CIBC, as administrative agent and sole lead arranger. The Loan Amendment, among other things, (i) waived certain events of default under the CIBC Loan Agreement, (ii) eliminated the minimum EBITDA and fixed charge coverage ratio covenants for the period ending of June 30, 2024, (iii) increased the applicable interest rate margin on advances under the CIBC Loan Agreement by 0.5 % per annum (i.e. from 2.0 % to 2.5 % per annum), and (iv) added a fee of $ 75,000 payable by us to CIBC on the date of the Loan Amendment. Except as modified by the Loan Amendment, all terms and conditions of the Amended CIBC Loan Agreement remain in full force and effect. 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 marg in of 2.5 % per the Loan Amendment. The interest rate for the Amended CIBC Credit Facility was 10.50 % as of September 30, 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 certai n exceptions), including intellectual property. 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 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. As of September 30, 2023, the Company was in compliance with all financial covenants contained in the CIBC Loan Agreement. As of September 30, 2023, there was a pproximately $ 2.6 million of unused availability on the CIBC Credit Facility, which had an available borrowing base of $ 17.9 million. With additional collateral consisting of accounts receivable and inventories, the available borrowing base as of September 30, 2023 could have increased by an additional $ 7.1 million, to a maximum amount of $ 25.0 million. 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, 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, 2023. The Company's facilities during the three months ended September 30, 2023 were as follows: • A Seasonal Credit Facility comprised of two facility lines: (i) a Borrowing Base Line having a credit limit of AUD $ 40.0 million (USD $ 25.7 million as of September 30, 2023) with a maturity date of September 30, 2024 and (ii) an Overdraft Facility having a credit limit of AUD $ 2.0 million (USD $ 1.3 million at September 30, 2023) with a maturity date of September 2 9, 2023 . On September 14, 2023, NAB provided a temporary 30-day increase of the Overdraft Facility to AUD $ 3.6 million (USD $ 2.3 million as of September 30, 2023) . On September 26, 2023 NAB extended the maturity date on the Overdraft Facility to January 8, 2024 . T he interest rate for a drawing de nominated in a foreign currency is fixed at the time of drawing and will be the foreign currency fixed lending rate plus a customer margin of 1.65 % per annum. As of September 30, 2023, the Borrowing Base Line accrued interest on Australian dollar drawings at 8.19 % per annum calculated daily. The Overdraft Facility permits S&W Australia to borrow funds on a revolving line of credit up to the credit limit. Interest accrues daily and is calculated by applying the daily interest rate to the balance owing at the end of the day and is payable monthly in arrears. As of September 30, 2023, the Overdraft Facility accrued interest at 9.47 % per annum calculated daily. The Seasonal Credit Facility is secured by a fixed and floating lien over all the present and future rights, property, and undertakings of S&W Australia. As of September 30, 2023, approximately AUD $ 0.6 million (USD $ 0.4 million) rem ained available for use under the NAB Finance Agreement, which had an available borrowing base, including the overdraft, of AUD $ 42.0 million (USD $ 27.0 million as of September 30, 2023). • A flexible rate loan, or the Term Loan, in the amount of AUD $ 4.0 million (USD $ 2.6 million at Se ptember 30, 2023). Required annual principal payments of AUD $ 0.5 million on the Term Loan commenced in May 2023, with the remainder of any unpaid balance becoming due on March 31, 2026 . Monthly interest amounts outstanding under the Term Loan are payable in arrears at a floating rate quoted by NAB for the applicable pricing period, plus 2.6 %. The interest rate as of Septe mber 30, 2023 for this was 8.821 %. The Term Loan is secured by a lien on all the present and future rights, property and undertakings of S&W Australia. • S&W Australia finances certain equipment purchases under a master asset finance facility with NAB. Equipment loans under the master asset finance facility have various m aturity dates through 2029 , which have interest rates ranging from 2.86 % to 6.82 %. The total credit limit under the facility is AUD $ 3.0 million (USD $ 1.9 million at September 30, 2023). As of Septembe r 30, 2023, AUD $ 1.6 million (USD $ 1.0 million) w as outstanding under S&W Australia’s master asset finance facility. After the amendments, the consolidated debt facilities under the NAB Finance Agreement provide for up to an aggregate of AUD $ 49.0 (USD $ 31.5 million as of September 30, 2023 ) of credit. The NAB Finance Agreement is guaranteed by S&W Seed Company up to a maximum of AUD $ 15.0 million (USD $ 9.7 million as of September 30, 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, which was subsequently amended on February 8, 2023 to change the net related entity position requirement from AUD $ 25.0 million to USD $ 18.5 million. As of September 30, 2023, the Company was in compliance with all NAB Finance Agreement covenants. AgAmerica Note 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, 2023 , the Company entered into a term loan agreement, or the AgAmerica Loan Agreement, with AgAmerica on June 20, 2023 pursuant to which AgAmerica issued a term loan of $ 4.3 million, or the AgAmerica Term Loan, to the Company and, as security therefor, the Company granted to AgAmerica a mortgage on approximately 31 acres of land located in Lubbock and Moore Counties, Texas, and certain personal property thereon. No changes to this agreement have occurred during the three months ended September 30, 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. This letter of credit, or the MFP Letter of Credit, was subsequently amended on October 28, 2022, November 30, 2022, and March 22, 2023, 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, 2023 . Per the March 22, 2023 amendment, the face amount of the MFP Letter of Credit increased to $ 13.0 million and extend the maturity date to September 30, 2024 . On September 22, 2022, the Company also 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. 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 (Note 10); and (iv) reflect the extension of the maturity date of the Letter of Credit to September 30, 2024. 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. As amended, the MFP Loan Agreement will mature on March 30, 2025 . 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 2024 $ 3,557,278 2025 78,701 2026 4,370,777 Total $ 8,006,756 |