SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Liquidity and Going Concern The Company is not profitable and has recorded negative cash flows for the last several years. For the six months ended December 31, 2023, the Company rep orted a net loss of $ 12.5 million. While the Company did report net cash provided by operations of $ 1.4 million for the six months ended December 31, 2023, it expects this to be negative in fiscal 2024. The positive cash flow in operations for the six months ended December 31, 2023 was largely due to changes in operating assets and liabilities. As of December 31, 2023 , the Company had cash on hand of $ 1.1 million. The Company had $ 2.4 million of unu sed availability from its working capital facilities as of December 31, 2023 (see Note 8 for further discussion) . In relation to the partnerships formed in fiscal 2023, the Company received $ 1.0 million from Trigall Genetics S.A., or Trigall, in January 2024 and received $ 6.0 million from Equilon Enterprises LLC (dba Shell Oil Products, or Shell) in February 2024. The Company is obligated to make an additional $ 0.3 million in capital contributions to Trigall Australia Pty Ltd, or 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, 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 Compa ny to maintain a net related entity position of not more than USD $ 18.5 million and a minimum interest cover ratio at each fiscal year-end. As of December 31, 2023, the Company was in compliance with the CIBC minimum adjusted EBITDA covenant as well as the NAB net related entity position covenant. While the Company was in compliance with these covenants, there can be no assurance the Company will be successful in meeting its covena nts or securing future waivers and/or amendments from its lenders. 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, it may need to reduce the scope of its operations, repay amounts owed to its lenders and/or sell certain assets. Further, if the Company cannot renew or obtain other financing when its two major debt facilities with CIBC and NAB expire on August 31, 2024 and March 31, 2025, respectively, it may 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 Co mpany’s condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 exce ed amounts insured by the Federal Deposit Insurance Corporation. Cash balances located outside of the United States may not be insured and totaled $ 220,188 and $ 191,766 o n December 31, 2023 and June 30, 2023, respectively. Cash balances residing in the United States exceeding the Federal Deposit Insurance Corporation limit of $ 250,000 totaled $ 664,182 and $ 2,957,028 on December 31, 2023 and June 30, 2023, respectively. 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 com prehensive income (loss). Gains or losses from foreign currency transactions are included in the condensed consolidated statement of operations. For the three months ended December 31, 2023, a $ 0.7 million foreign currency transaction loss was recognized within Cost of revenue and a $ 0.2 million foreign currency loss was recorded to Other (income) expense. For the three months ended December 31, 2022, a $ 0.8 million foreign currency loss was recognized within Cost of revenue and a $ 0.2 million foreign currency loss was recorded to Other (income) expense. For the six months ended December 31, 2023, a $ 0.0 million foreign currency transaction loss was recognized within Cost of revenue and a $ 0.6 million foreign currency loss was recorded to Other (income) expense. For the six months ended December 31, 2022, a $ 0.2 million foreign currency gain was recognized within Cost of revenue and a $ 0.4 million 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. Prior to July 1, 2023, 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. Effective July 1, 2023, in determining the Company's reserve for credit losses, receivables are assigned an e xpected loss based on historical information adjusted for forward-looking economic factors. The allowance for doubtful trade receivables was $ 535,855 and $ 209,757 on December 31, 2023 and June 30, 2023, respectively. Inventories Inventories consist of seed and packaging materials. Inventories are stated at the lower of cost or net realizable value, and an inventory reserve permanently reduces the cost basis of inventory. Inventories are valued as follows: Actual cost is used to value raw materials such as packaging materials, as well as goods in process. Costs for substantially all finished goods, which include the cost of carryover crops from the previous year, are valued at actual cost. Actual cost for finished goods includes plant conditioning and packaging costs, direct labor and raw materials and manufacturing overhead costs based on normal capacity. The Company records abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage) as current period charges and allocates fixed production overhead to the costs of finished goods based on the normal capacity of the production facilities. Inventory is periodically reviewed to determine if it is marketable, obsolete or impaired. Inventory that is determined to be obsolete or impaired is written off to expense at the time the impairment is identified. Inventory quality is a function of germination percentage. Our experience has shown that our alfalfa seed quality tends to be stable under proper storage conditions; therefore, we do not view inventory obsolescence for alfalfa seed as a material concern. Hybrid crops (sorghum and sunflower) seed quality may be affected by warehouse storage pests such as insects and rodents. The Company maintains a strict pest control program to mitigate risk and maximize hybrid seed quality. Components of inventory are as follows: As of As of December 31, 2023 June 30, 2023 Raw materials and supplies $ 2,840,364 $ 3,309,211 Work in progress 8,811,322 6,409,554 Finished goods 34,356,394 35,379,503 Inventories, net $ 46,008,080 $ 45,098,268 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, 3 to 20 years for machinery and equipment, and 3 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 as of December 31, 2023. Investments In fiscal 2023, the Company entered into two partnerships resulting in a 34 % ownership interest in Vision Bioenergy Oilseeds LLC, or Vision Bioenergy, and a 20 % ownership interest in Trigall Australia Pty Ltd, or 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. 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 six months ended December 31, 2023 and 2022 ha s been affected by the valuation allowance on the Company’s deferred tax assets. 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, 2023 , 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 six month periods ended December 31, 2023 and 2022. The calculation of net loss per common share is shown in the table below: Three Months Ended Six Months Ended 2023 2022 2023 2022 Numerator: Net loss attributable to S&W Seed Company $ ( 6,468,852 ) $ ( 5,986,005 ) $ ( 12,418,481 ) $ ( 10,494,946 ) Dividends accrued for participating securities ( 98,593 ) ( 88,224 ) ( 192,800 ) ( 176,447 ) Accretion of Series B Preferred Stock redemption value ( 25,838 ) ( 25,838 ) ( 51,676 ) ( 51,676 ) Numerator for net loss per common share - basic and diluted $ ( 6,593,283 ) $ ( 6,100,067 ) $ ( 12,662,957 ) $ ( 10,723,069 ) Denominator: Weighted average shares outstanding - basic and diluted 43,091,438 42,651,270 43,050,329 42,627,645 Net loss per common share - basic and diluted $ ( 0.15 ) $ ( 0.14 ) $ ( 0.29 ) $ ( 0.25 ) Anti-dilutive shares, which have been excluded from the computation of diluted income (loss) per share, included 5,119,016 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 1,001,099 restricted stock units. Th e terms and conditions of these securities are more fully described in Note 11 and Note 12 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, 2023, as filed with the SEC. For the period ended December 31, 2023 and 2022 , all potentially dilutive shares were anti-dilutive and excluded from the calculation of diluted loss per share because net losses were recognized. Concentrations Two customers accounted for 28 % and one customer accounted for 17 % of the Company's revenue for the three and six months ended December 31, 2023, respectively. One customer accounted for 8 % and 11 % of the Company's revenue for the three and six months ended December 31, 2022, respectively. Two customers accounted for 37 % of the Company's accounts receivable as of December 31, 2023 and no one customer a ccounted for more than 10 % of the Company’s accounts receivable as of June 30, 2023. The Company sells a substantial portion of its products to international customers (see Note 4). Sales to international markets represented 48 % and 81 % of revenue during the three months ended December 31, 2023 and 2022 , respectively. Sales to international markets represented 68 % and 86 % of rev enue during the six months ended December 31, 2023 and 2022, respectively. The net book value of fixed assets located outside the United States w as 31 % of total fixed assets on December 31, 2023 and June 30, 2023 . 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 9) 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, 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 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 $ 6.0 million as of December 31 , 2023. This payment was received by the Company in February 2024. 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 ana lysis 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. No indicators have been identified for the six months ended December 31, 2023 to suggest any material change in the fair value of the purchase option. As such, there is no indication of impairment for the six months ended December 31, 2023. Quantitative information about Level 3 fair value measurement is as follows: Fair Value as of December 31, 2023 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 December 31, 2023 Using: Level 1 Level 2 Level 3 Foreign exchange contract liability $ — $ 203,440 $ — Note receivable due from Shell — 5,974,366 — Vision Bioenergy interest purchase option — — 695,000 Total $ — $ 6,177,806 $ 695,000 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 Recent Adopted Accounting Pronouncements Effective July 1, 2023, the Company adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which was subsequently amended in November 2018 through ASU No. 201819, Codification Improvements to Topic 326, Financial Instruments – Credit Losses (“ASU 2016-13”). The amended guidance requires entities to estimate lifetime expected credit losses for trade and other receivables, including those that are current with respect to payment terms, along with other financial instruments which may result in earlier recognition of credit losses. The Company evaluated its existing methodology for estimating an allowance for doubtful accounts and the risk profile of its receivables portfolio and developed a model that includes the qualitative and forecasting aspects of the “expected loss” model under the amended guidance. In determining the Company’s reserve for credit losses, receivables are assigned an expected loss based on historical information adjusted for forward-looking economic factors. The adoption of ASU 2016-13 did not have a material impact on the Company’s condensed consolidated financial statements. We have evaluated all other 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. |