Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2024 | May 08, 2024 | |
Cover [Abstract] | ||
Entity Registrant Name | S&W SEED CO | |
Entity Central Index Key | 0001477246 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2024 | |
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 | 43,343,896 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2024 | |
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, 2024 | Jun. 30, 2023 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 171,009 | $ 3,398,793 |
Accounts receivable, net | 22,459,754 | 24,622,727 |
Notes receivable, net | 0 | 6,846,897 |
Inventories, net | 43,484,334 | 45,098,268 |
Prepaid expenses and other current assets | 2,561,455 | 4,099,027 |
TOTAL CURRENT ASSETS | 68,676,552 | 84,065,712 |
Property, plant and equipment, net | 9,912,619 | 10,082,168 |
Intellectual property, net | 20,611,847 | 21,650,534 |
Other intangibles, net | 7,426,679 | 8,082,325 |
Right of use assets - operating leases | 2,460,730 | 2,983,303 |
Equity method investments | 21,072,140 | 23,059,705 |
Other assets | 3,049,792 | 2,066,081 |
TOTAL ASSETS | 133,210,359 | 151,989,828 |
CURRENT LIABILITIES | ||
Accounts payable | 13,241,747 | 13,312,180 |
Deferred revenue | 2,493,506 | 464,707 |
Accrued expenses and other current liabilities | 7,395,982 | 8,804,456 |
Current portion of working capital lines of credit, net | 42,031,443 | 44,900,779 |
Current portion of long-term debt, net | 4,523,229 | 3,808,761 |
TOTAL CURRENT LIABILITIES | 69,685,907 | 71,290,883 |
Long-term debt, net, less current portion | 4,863,782 | 4,499,334 |
Other non-current liabilities | 1,811,121 | 2,102,030 |
TOTAL LIABILITIES | 76,360,810 | 77,892,247 |
MEZZANINE EQUITY | ||
Preferred stock, $0.001 par value; 3,323 shares authorized; 1,695 issued and outstanding at March 31, 2024 and June 30, 2023 | 5,641,983 | 5,274,148 |
STOCKHOLDERS' EQUITY | ||
Common stock, $0.001 par value; 75,000,000 shares authorized; 43,339,975 issued and 43,314,975 outstanding at March 31, 2024; 43,004,011 issued and 42,979,011 outstanding at June 30, 2023 | 43,340 | 43,004 |
Treasury stock, at cost, 25,000 shares at March 31, 2024 and June 30, 2023 | (134,196) | (134,196) |
Additional paid-in capital | 168,540,941 | 167,768,104 |
Accumulated deficit | (109,889,570) | (91,932,808) |
Accumulated other comprehensive loss | (7,410,638) | (6,987,791) |
Non-controlling interests | 57,689 | 67,120 |
TOTAL STOCKHOLDERS' EQUITY | 51,207,566 | 68,823,433 |
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY | 133,210,359 | 151,989,828 |
MEZZANINE EQUITY | ||
MEZZANINE EQUITY | ||
Preferred stock, $0.001 par value; 3,323 shares authorized; 1,695 issued and outstanding at March 31, 2024 and June 30, 2023 | $ 5,641,983 | $ 5,274,148 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2024 | Jun. 30, 2023 |
STOCKHOLDERS' EQUITY | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 43,339,975 | 43,004,011 |
Common stock, shares outstanding | 43,314,975 | 42,979,011 |
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, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||||
Revenue | $ 18,324,635 | $ 17,662,307 | $ 45,621,910 | $ 50,465,974 |
Cost of revenue (excluding depreciation and amortization) | 3,295,335 | 13,231,836 | 32,292,173 | 38,781,701 |
Gross profit | 5,029,300 | 4,430,471 | 13,329,737 | 11,684,273 |
Operating expenses | ||||
Selling, general and administrative expenses | 5,636,288 | 5,990,651 | 17,315,790 | 17,289,120 |
Research and development expenses | 936,368 | 1,208,038 | 3,017,527 | 4,226,891 |
Depreciation and amortization | 1,076,231 | 1,107,206 | 3,221,272 | 3,697,544 |
Loss (gain) on disposal of property, plant and equipment | 11,065 | 37,325 | (90,625) | 32,914 |
Total operating expenses | 7,659,952 | 8,343,220 | 23,463,964 | 25,246,469 |
Loss from operations | (2,630,652) | (3,912,749) | (10,134,227) | (13,562,196) |
Other (income) expense | ||||
Foreign currency loss | 547,081 | 331,889 | 1,163,567 | 699,428 |
Government grant income | 0 | (1,444,044) | 0 | (1,444,044) |
Gain on sale of business interest | 0 | (38,323,506) | 0 | (38,323,506) |
Gain on sale of equity investment | 0 | 0 | 0 | (32,030) |
Gain on disposal of intangible assets | 0 | 0 | 0 | (1,796,252) |
Interest expense - amortization of debt discount | 466,030 | 697,840 | 1,367,620 | 1,559,595 |
Interest expense, net | 1,396,564 | 1,163,533 | 4,140,323 | 3,042,539 |
Other (income) expenses | (50,476) | 1,641,406 | (147,370) | 1,597,683 |
(Loss) income before income taxes | (4,989,851) | 32,020,133 | (16,658,367) | 21,134,391 |
Benefit from income taxes | (98,816) | (500,118) | (854,594) | (884,078) |
(Loss) income before equity in net earnings of affiliates | (4,891,035) | 32,520,251 | (15,803,773) | 22,018,469 |
Equity in loss of equity method investees, net of tax | 586,451 | 406,678 | 2,124,676 | 410,692 |
Net (loss) income | (5,477,486) | 32,113,573 | (17,928,449) | 21,607,777 |
(Loss) income attributable to non-controlling interests | 23,051 | (5,792) | (9,431) | (16,642) |
Net (loss) income attributable to S&W Seed Company | (5,500,537) | 32,119,365 | (17,919,018) | 21,624,419 |
Net (loss) income attributable to common shareholders | (5,500,537) | 32,119,365 | (17,919,018) | 21,624,419 |
Dividends accrued for participating securities and accretion | (123,359) | (121,137) | (367,835) | (349,260) |
Net (loss) income attributable to common shareholders | $ (5,623,896) | $ 31,998,228 | $ (18,286,853) | $ 21,275,159 |
Net (loss) income attributable to S&W Seed Company per common share: | ||||
Basic | $ (0.13) | $ 0.75 | $ (0.42) | $ 0.5 |
Diluted | $ (0.13) | $ 0.74 | $ (0.42) | $ 0.5 |
Weighted average number of common shares outstanding: | ||||
Basic | 43,314,975 | 42,790,693 | 43,137,903 | 42,681,201 |
Diluted | 43,314,975 | 43,166,148 | 43,137,903 | 42,873,830 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (5,477,486) | $ 32,113,573 | $ (17,928,449) | $ 21,607,777 |
Foreign currency translation adjustment, net of income taxes | (578,482) | (172,782) | (422,847) | (347,557) |
Comprehensive (loss) income | (6,055,968) | 31,940,791 | (18,351,296) | 21,260,220 |
Comprehensive (loss) income attributable to non-controlling interests | 23,051 | (5,792) | (9,431) | (16,642) |
Comprehensive (loss) income attributable to S&W Seed Company | $ (6,079,019) | $ 31,946,583 | $ (18,341,865) | $ 21,276,862 |
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 |
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 | |||||||
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) | ||||||
Net issuance to settle RSUs, amount | (25,663) | $ 202 | (25,865) | |||||
Net issuance to settle RSUs, shares | 201,807 | |||||||
Subordinated loan & security agreement warrants | 1,894,901 | 1,894,901 | ||||||
Proceeds from sale of common stock, net of expenses, amount | 152,750 | $ 102 | 152,648 | |||||
Proceeds from sale of common stock, net of expenses, shares | 102,455 | |||||||
Other comprehensive loss | (347,557) | (347,557) | ||||||
Net income (loss) | 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 | |||||||
Mezzanine Equity Ending Balance, shares at Mar. 31, 2023 | 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) | ||||||
Mezzanine equity series B detachable warrant | 103,350 | |||||||
Mezzanine equity accrued dividends on Series B convertible preferred stock | 365,979 | |||||||
Ending Balance, amount at Jun. 30, 2023 | 68,823,433 | $ 43,004 | $ (134,196) | 167,768,104 | (91,932,808) | 67,120 | (6,987,791) | |
Ending Balance, shares at Jun. 30, 2023 | 43,004,011 | (25,000) | ||||||
Mezzanine Equity Ending Balance, amount at Jun. 30, 2023 | 5,274,148 | $ 5,274,148 | ||||||
Mezzanine Equity Ending Balance, shares at Jun. 30, 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) | ||||||
Net issuance to settle RSUs, amount | (12,714) | $ 23 | (12,737) | |||||
Net issuance to settle RSUs, shares | 22,142 | |||||||
Subordinated loan & security agreement warrants | 1,092,000 | 1,092,000 | ||||||
Proceeds from sale of common stock, net of expenses, amount | 152,750 | $ 102 | 152,648 | |||||
Proceeds from sale of common stock, net of expenses, shares | 102,455 | |||||||
Other comprehensive loss | (172,782) | (172,782) | ||||||
Net income (loss) | 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 | |||||||
Mezzanine Equity Ending Balance, shares at Mar. 31, 2023 | 1,695 | |||||||
Mezzanine Equity Beginning Balance, amount at Jun. 30, 2023 | 5,274,148 | $ 5,274,148 | ||||||
Mezzanine Equity Beginning Balance, shares at Jun. 30, 2023 | 1,695 | |||||||
Beginning Balance, amount at Jun. 30, 2023 | 68,823,433 | $ 43,004 | $ (134,196) | 167,768,104 | (91,932,808) | 67,120 | (6,987,791) | |
Beginning Balance, shares at Jun. 30, 2023 | 43,004,011 | (25,000) | ||||||
Stock-based compensation, amount | 979,230 | 979,230 | ||||||
Mezzanine equity series B detachable warrant | 77,513 | $ 77,513 | ||||||
Series B detachable warrant | (77,513) | (77,513) | ||||||
Mezzanine equity accrued dividends on Series B convertible preferred stock | 290,322 | 290,322 | ||||||
Accrued dividends on Series B convertible preferred stock | (290,322) | (290,322) | ||||||
Net issuance to settle RSUs, amount | (29,447) | $ 336 | (29,783) | |||||
Liquidation of subsidiary | 319,293 | (10,798) | 330,091 | |||||
Net issuance to settle RSUs, shares | 335,964 | |||||||
Proceeds from sale of common stock, net of expenses, amount | (165,812) | (165,812) | ||||||
Other comprehensive loss | (422,847) | (422,847) | ||||||
Net income (loss) | (17,928,449) | (17,919,018) | (9,431) | |||||
Ending Balance, amount at Mar. 31, 2024 | 51,207,566 | $ 43,340 | $ (134,196) | 168,540,941 | (109,889,570) | 57,689 | (7,410,638) | |
Ending Balance, shares at Mar. 31, 2024 | 43,339,975 | (25,000) | ||||||
Mezzanine Equity Ending Balance, amount at Mar. 31, 2024 | 5,641,983 | $ 5,641,983 | ||||||
Mezzanine Equity Ending Balance, shares at Mar. 31, 2024 | 1,695 | |||||||
Mezzanine Equity Beginning Balance, amount at Dec. 31, 2023 | $ 5,518,624 | |||||||
Mezzanine Equity Beginning Balance, shares at Dec. 31, 2023 | 1,695 | |||||||
Beginning Balance, amount at Dec. 31, 2023 | 56,786,138 | $ 43,317 | $ (134,196) | 168,270,300 | (104,595,765) | 34,638 | (6,832,156) | |
Beginning Balance, shares at Dec. 31, 2023 | 43,317,044 | (25,000) | ||||||
Stock-based compensation, amount | 284,083 | 284,083 | ||||||
Mezzanine equity series B detachable warrant | $ 25,837 | |||||||
Series B detachable warrant | (25,837) | (25,837) | ||||||
Mezzanine equity accrued dividends on Series B convertible preferred stock | 97,522 | 97,522 | ||||||
Accrued dividends on Series B convertible preferred stock | (97,522) | (97,522) | ||||||
Net issuance to settle RSUs, amount | (2,621) | $ 23 | (2,644) | |||||
Liquidation of subsidiary | 319,293 | (10,798) | 330,091 | |||||
Net issuance to settle RSUs, shares | 22,931 | |||||||
Other comprehensive loss | (578,482) | (578,482) | ||||||
Net income (loss) | (5,477,486) | (5,500,537) | 23,051 | |||||
Ending Balance, amount at Mar. 31, 2024 | 51,207,566 | $ 43,340 | $ (134,196) | $ 168,540,941 | $ (109,889,570) | $ 57,689 | $ (7,410,638) | |
Ending Balance, shares at Mar. 31, 2024 | 43,339,975 | (25,000) | ||||||
Mezzanine Equity Ending Balance, amount at Mar. 31, 2024 | $ 5,641,983 | $ 5,641,983 | ||||||
Mezzanine Equity Ending Balance, shares at Mar. 31, 2024 | 1,695 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net (loss) income | $ (17,928,449) | $ 21,607,777 |
Adjustments to reconcile net income (loss) from operating activities to net | ||
Stock-based compensation | 979,230 | 1,382,895 |
Bad debt expense | 566,037 | (76,575) |
Inventory write-down | 1,484,310 | 1,125,715 |
Depreciation and amortization | 3,221,272 | 3,697,544 |
Gain on disposal of property, plant and equipment | (90,625) | 32,914 |
Gain on disposal of intangible assets | 0 | (1,796,252) |
Gain on sale of business interest | 0 | (38,323,506) |
Gain on sale of equity investment | 0 | (32,030) |
Equity in loss of equity method investees, net of tax | 2,124,676 | 410,692 |
Government grant income | 0 | (1,444,044) |
Change in deferred tax provision | (820,443) | (915,449) |
Change in foreign exchange contracts | (776,255) | (167,688) |
Foreign currency transactions | 779,069 | (1,320,052) |
Amortization of debt discount | 1,367,620 | 1,559,595 |
Accretion of note receivable | (153,110) | 0 |
Changes in: | ||
Accounts receivable | 1,388,556 | (347,874) |
Unbilled accounts receivable | 60,500 | (149,735) |
Inventories | (135,119) | (2,961,203) |
Prepaid expenses and other current assets | 491,054 | 1,470,258 |
Other non-current assets | 78,475 | (790,520) |
Accounts payable | 98,185 | 1,868,140 |
Deferred revenue | 2,028,799 | 806,691 |
Accrued expenses and other current liabilities | (329,424) | (1,438,490) |
Other non-current liabilities | (16,180) | (27,198) |
Net cash used in operating activities | (5,581,822) | (15,828,395) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from sale of business interest | 6,000,000 | 7,000,000 |
Additions to property, plant and equipment | (1,216,987) | (925,747) |
Proceeds from disposal of property, plant and equipment | 161,573 | 6,292 |
Capital contributions to partnerships | (147,239) | (119,897) |
Proceeds from partnership transaction | 1,000,000 | 2,000,000 |
Net proceeds from sale of equity investment | 0 | 400,000 |
Net cash provided by investing activities | 5,797,347 | 8,360,648 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Net proceeds from sale of common stock | (165,812) | 152,750 |
Taxes paid related to net share settlements of stock-based compensation awards | (29,447) | (25,663) |
Borrowings and repayments on lines of credit, net | (3,338,119) | 7,825,838 |
Borrowings of long-term debt | 1,080,672 | 298,694 |
Repayments of long-term debt | (527,908) | (1,361,496) |
Debt issuance costs | (462,391) | (324,629) |
Net cash (used in) provided by financing activities | (3,443,005) | 6,565,494 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | (304) | 415,208 |
NET DECREASE IN CASH & CASH EQUIVALENTS | (3,227,784) | (487,045) |
CASH AND CASH EQUIVALENTS, beginning of the period | 3,398,793 | 2,056,508 |
CASH AND CASH EQUIVALENTS, end of period | 171,009 | 1,569,463 |
Cash paid during the period for: | ||
Interest | 4,136,236 | 3,313,565 |
Income taxes | $ 22,225 | $ 130 |
General
General | 9 Months Ended |
Mar. 31, 2024 | |
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 specifically through the expansion of Double Team TM for forage and grain sorghum products, improving margins through pricing and operational efficiencies, and developing the camelina market via a recently formed partnership. 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 condensed consolidated balance sheets, statements of operations, comprehensive 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, 2024. Certain information and disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted in accordance with the rules and regulations of the SEC for this quarterly presentation. 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, 2023, as filed with the SEC. Certain prior period information has been reclassified to conform to the current period presentation. This resulted in no impact on previously reported total assets, liabilities, stockholders' equity, or net (loss) income. 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 credit losses, 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 military conflict between Ukraine and Russia and related sanctions, the armed conflict in Sudan, the conflict in the Middle East, 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, 2024 | |
Accounting Policies [Abstract] | |
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 nine months ended March 31, 2024, the Company repor ted a net loss of $ 17.9 million and negative cash flows from operations of $ 5.6 million for the nine months ended March 31, 2024 . The Company has an accumulated deficit of $ 109.9 million as of March 31, 2024. As of March 31, 2024 , the Company had cash on hand of $ 0.2 million. The Company had $ 3.6 million of unused availability from its working capital facilities as of March 31, 2024 (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 as consideration from the initial agreements. The Company is obligated to make an additional $ 0.2 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 March 31, 2024, the Company was in compliance with the NAB net related entity position covenant, but was not in compliance with the CIBC minimum adjusted EBITDA covenant. Although the Company was not in compliance with the CIBC covenant as of March 31, 2 024, it received a waiver from CIBC. While the Company was in compliance or received waivers for these covenants, there can be no assurance the Company will be successful in meeting its covenants 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 (Excluding Depreciation and Amortization) The Company records purchasing and receiving costs, inspection costs and warehousing costs in Cost of revenue, excluding depreciation and amortization. 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 invest ments 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 $ 0.2 million and $ 0.2 million on March 31, 2024 and June 30, 2023, respectively. Cash balances residing in the United States exceeding the Federal Deposit Insurance Corporation limit of $ 250,000 totaled $ 0.0 million and $ 3.0 million on March 31, 2024 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 comprehensive income (loss). Gains or losses from foreign currency transactions are included in the condensed consolidated statement of operations. For the three and nine months ended March 31, 2024 and 2023, the Company recognized the following foreign currency transaction (gain) loss in Cost of revenue and Other (income) expense: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Cost of revenue $ ( 1,183,048 ) $ ( 531,960 ) $ ( 1,158,426 ) $ ( 740,521 ) Other (income) expense 547,081 331,889 1,163,567 699,428 Total $ ( 635,967 ) $ ( 200,071 ) $ 5,141 $ ( 41,093 ) Accounts Receivable The Company provides an allowance for credit losses 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 assigne d an expected loss based on historical information adjusted for forward-looking economic factors. The allowance for credit losses was $ 0.6 million and $ 0.2 million on March 31, 2024 and June 30, 2023, respectively. Inventories Components of inventory are as follows: As of As of March 31, 2024 June 30, 2023 Raw materials and supplies $ 2,782,306 $ 3,309,211 Work in progress 10,246,104 6,409,554 Finished goods 30,455,924 35,379,503 Inventories, net $ 43,484,334 $ 45,098,268 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, 2024 and 2023 ha s been affected by the valuation allowance on the Company’s deferred tax assets. Net (Loss) Income 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 nine months ended March 31, 2024 and 2023. The calculation of net (loss) income per common share is shown in the table below: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Numerator: Net (loss) income attributable to S&W Seed Company $ ( 5,500,537 ) $ 32,119,365 $ ( 17,919,018 ) $ 21,624,419 Dividends accrued for participating securities ( 97,522 ) ( 95,299 ) ( 290,322 ) ( 271,746 ) Accretion of Series B Preferred Stock redemption value ( 25,837 ) ( 25,838 ) ( 77,513 ) ( 77,514 ) Numerator for net loss per common share - basic and diluted $ ( 5,623,896 ) $ 31,998,228 $ ( 18,286,853 ) $ 21,275,159 Denominator: Denominator for basic EPS - weighted average shares 43,314,975 42,790,693 43,137,903 42,681,201 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 43,314,975 43,166,148 43,137,903 42,873,830 Net (loss) income per common share - basic $ ( 0.13 ) $ 0.75 $ ( 0.42 ) $ 0.50 Net (loss) income per common share - diluted $ ( 0.13 ) $ 0.74 $ ( 0.42 ) $ 0.50 Anti-dilutive shares, which have been excluded from the computation of diluted (loss) income per share, included 5,313,748 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 1,263,042 restricted stock units. The terms and conditions of these securities are more fully described in Note 11 and Note 12 in these condensed consolidated financial statements an d in Note 12, 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 March 31, 2024 , all potentially dilutive shares were anti-dilutive and excluded from the calculation of diluted loss per share because net losses were recognized. Concentrations No customer accounted for more than 10 % of the Company's revenue for the three months ended March 31, 2024 and one customer accounted for 10 % of the Company's revenue for the nine months ended March 31, 2024 . No single customer accounted for more than 10 % of the Company's revenue for the three and nine months ended March 31, 2023. One customer accounted for 21 % of the Company's accounts receivable as of March 31, 2024 and no one customer accounted 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 51 % and 54 % of revenue during the three months ended March 31, 2024 and 2023 , respectively. Sales to international markets represented 61 % and 75 % of rev enue during the nine months ended March 31, 2024 and 2023, respectively. The net book value of fixed assets located outside the United States w as 36 % and 31 % of total fixed assets on March 31, 2024 and June 30, 2023 , 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 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 was due in February 2024, was initially recorded at its $ 5.7 million present value discounted at a rate of 4.4 %, which was our estimated discount rate for similar instruments. The receivable balance was accreted to the full receivable amount on a straight-line basis over the term due to its short-term maturity on February 6, 2024. This payment was received by the Company in February 2024. The receivable balance was $ 5.8 million as of June 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 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 nine months ended March 31, 2024 to suggest any material change in the fair value of the purchase option. As such, there is no indication of impairment for the nine months ended March 31, 2024. Quantitative information about Level 3 fair value measurement is as follows: Fair Value as of March 31, 2024 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 March 31, 2024 Using: Level 1 Level 2 Level 3 Foreign exchange contract liability $ — $ 57,604 $ — Vision Bioenergy interest purchase option — — 695,000 Total $ — $ 57,604 $ 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 credit losses 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. |
Leases
Leases | 9 Months Ended |
Mar. 31, 2024 | |
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, 2024 and June 30, 2023 are as follows: Leases Balance Sheet Classification: As of March 31, 2024 As of June 30, 2023 Assets: Right of use assets - finance leases $ 2,019,624 $ 1,759,094 Accumulated amortization - finance leases ( 1,079,093 ) ( 1,088,294 ) Right of use assets - finance leases, net Other assets 940,531 670,800 Right of use assets - operating leases Right of use assets - operating leases 2,460,730 2,983,303 Total lease assets $ 3,401,261 $ 3,654,103 Liabilities: Current lease liabilities - finance leases Current portion of long-term debt, net $ 447,063 $ 383,403 Current lease liabilities - operating leases Accrued expenses and other current liabilities 892,286 1,335,568 Long-term portion of lease liabilities - Long-term debt, net, less current portion 501,348 304,761 Long-term portion of lease liabilities - Other non-current liabilities 1,676,603 1,949,604 Total lease liabilities $ 3,517,300 $ 3,973,336 The components of lease cost are as follows: Three Months Ended Nine Months Ended Lease cost: Income Statement Classification: 2024 2023 2024 2023 Operating lease cost Cost of revenue $ 131,317 $ 193,011 $ 524,971 $ 540,260 Operating lease cost Selling, general and administrative expenses 57,693 45,040 139,823 155,288 Operating lease cost Research and development expenses 85,021 92,016 327,874 316,833 Finance lease cost Depreciation and amortization 142,968 120,263 403,864 385,901 Finance lease cost Interest expense, net 21,892 8,714 55,479 30,033 Total lease costs $ 438,891 $ 459,044 $ 1,452,011 $ 1,428,315 Maturities of lease liabilities as of March 31, 2024, are as follows: Fiscal Year Operating Leases Finance Leases Remainder of 2024 309,369 134,599 2025 987,804 478,240 2026 832,953 360,756 2027 505,439 77,079 2028 183,599 — Thereafter 56,966 — Total lease payments 2,876,130 1,050,674 Less: Interest ( 307,241 ) ( 102,263 ) Present value of lease liabilities $ 2,568,889 $ 948,411 The following are the weighted average assumptions used for lease term and discount rate and supplemental cash flow information related to lea ses as of March 31, 2024: Operating lease remaining lease term 3.1 years Operating lease discount rate 5.74 % Finance lease remaining lease term 2.0 years Finance lease discount rate 8.45 % Cash paid for operating leases $ 1,104,059 Cash paid for finance leases $ 542,653 |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Mar. 31, 2024 | |
Revenues [Abstract] | |
REVENUE RECOGNITION | NOTE 4 - REVENUE RECOGNITION The Company derives its revenue primarily from the sale of seed products to seed distributors. The Company also derives service revenue from its two partnerships, Trigall Australia and Vision Bioenergy, by providing administrative services under a service level agreement. From time to time, the Company utilizes excess capacity to provide conditioning, treating and packaging services to other seed producers. 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. ADAMA Collaboration Agreement The Company has an amended collaboration agreement, or Amended 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 Sorghum Cropping Solution. Although the DT product is designed to be used as a system, the Company sells only the Double Team sorghum seed portion of the system and recognizes the revenue consistent with its sales of other seed products. Under the Amended 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 royalty-free license to use these DT related trademarks. The costs of breeding, trait introgression, variety evaluation, performing quality assurance activities and obtaining seed registrations will be borne by the Company while the cost of development, performance evaluation, performing quality assurance activities and obtaining chemical registrations will be borne by ADAMA. The parties have agreed to share all other costs, except those associated with marketing communications. Double Team sorghum seed sales were $ 3.4 million and $ 7.9 million fo r the three and nine months ended March 31, 2024 , respectively. Double Team sorghum seed sales were $ 3.8 million and $ 5.0 million for the three and nine months ended March 31, 2023. Related Balance Sheet Accounts 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 (October 31st) 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 had $ 0.1 million and $ 0.2 million in unbilled receivables as of March 31, 2024 and June 30, 2023, respectively, which related to its service level agreement with Vision Bioenergy, as the Company bills Vision Bioenergy on a quarterly basis. Losses on accounts receivable and unbilled receivables are recognized using a forward-looking approach. The Company considers current and expected future economic conditions as well as the performance of borrowers to determine the allowance for credit losses. During the three and nine months ended March 31, 2024, the Company recognized bad debt expe nse of $ 0.1 million and $ 0.6 million, respectively, associated with impaired accounts receivable. During the three and nine months ended March 31, 2023, the Company recognized bad debt expense (income) of $ 0.0 million and ($ 0.1 ) million, respectively, associated with impaired accounts receivable. Deferred revenue represents payments received from customers in advance of completion of the Company's performance obligation. During the three and nine months ended March 31, 2024, the Company recognized $ 0.1 million and $ 0.4 million of revenue, respectively, that was included in the deferred balance as of June 30, 2023. During the three and nine months ended March 31, 2023, the Company recognized $ 0.0 million and $ 0.6 million of revenue, respectively, that was included in the deferred balance as of June 30, 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, 2024 2023 2024 2023 Seed sales $ 18,023,587 $ 17,382,360 $ 44,872,360 $ 50,054,978 Services 301,048 279,947 749,550 410,996 Total revenue $ 18,324,635 $ 17,662,307 $ 45,621,910 $ 50,465,974 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, 2024 2023 2024 2023 United States $ 8,950,467 49 % $ 8,148,365 46 % $ 17,644,433 39 % $ 12,864,506 25 % Australia 6,703,857 36 % 7,319,103 41 % 10,156,098 22 % 12,473,961 25 % Saudi Arabia ( 14,356 ) 0 % 292,150 2 % 4,164,471 9 % 7,631,494 15 % Mexico 302,968 2 % 369,300 2 % 3,770,680 8 % 4,184,823 8 % South Africa ( 27,932 ) 0 % ( 751 ) 0 % 2,213,491 5 % 1,063,255 2 % Libya — 0 % — 0 % 1,755,000 4 % 2,995,608 6 % Argentina 1,505,239 8 % ( 3,188 ) 0 % 1,548,654 3 % 803,264 2 % Sudan — 0 % — 0 % 1,421,527 3 % 2,303,702 5 % Pakistan 343,223 2 % 240,935 2 % 1,298,223 3 % 1,594,026 3 % China 405,183 2 % 326,000 2 % 405,183 1 % 794,500 2 % Other 155,986 1 % 970,393 5 % 1,244,150 3 % 3,756,835 7 % Total revenue $ 18,324,635 100 % $ 17,662,307 100 % $ 45,621,910 100 % $ 50,465,974 100 % |
Intangible Assets
Intangible Assets | 9 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 5 – INTANGIBLE ASSETS Intangible assets consist of the following: Balance at June 30, 2023 Balance at March 31, 2024 Gross Carrying Amount Accumulated Amortization Net Amortization Currency Translation Adjustment Gross Carrying Amount Accumulated Amortization Net Intellectual property $ 33,325,737 $ ( 11,675,203 ) $ 21,650,534 $ ( 1,038,687 ) $ — $ 33,325,737 $ ( 12,713,889 ) $ 20,611,847 Trade name 2,235,931 ( 1,354,998 ) 880,933 ( 133,255 ) ( 1,897 ) 2,229,343 ( 1,483,562 ) 745,781 Customer relationships 6,762,593 ( 1,793,918 ) 4,968,675 ( 259,266 ) ( 69,242 ) 6,678,353 ( 2,038,186 ) 4,640,167 GI customer list 121,786 ( 85,967 ) 35,819 ( 5,373 ) — 121,786 ( 91,340 ) 30,446 Supply agreement 1,512,667 ( 813,059 ) 699,608 ( 56,725 ) — 1,512,667 ( 869,784 ) 642,883 Grower relationships 2,343,977 ( 1,117,802 ) 1,226,175 ( 79,055 ) — 2,343,977 ( 1,196,857 ) 1,147,120 Internal use software 677,778 ( 406,663 ) 271,115 ( 50,833 ) — 677,778 ( 457,496 ) 220,282 $ 46,980,469 $ ( 17,247,610 ) $ 29,732,859 $ ( 1,623,194 ) $ ( 71,139 ) $ 46,889,641 $ ( 18,851,114 ) $ 28,038,526 Amortization expense totaled $ 0.5 million for the three months ended March 31, 2024 and 2023 . Amortization expense totaled $ 1.6 million and $ 1.7 million for the nine months ended March 31, 2024 and 2023, respectively. Estimated aggregate remaining amortization is as follows: 2024 2025 2026 2027 2028 Thereafter Amortization expense $ 516,000 $ 2,106,273 $ 1,968,471 $ 1,917,587 $ 1,860,296 $ 19,669,899 |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Mar. 31, 2024 | |
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, 2024 June 30, 2023 Land and improvements $ 933,346 $ 939,089 Buildings and improvements 3,333,976 3,356,755 Machinery and equipment 12,773,954 12,667,858 Vehicles 770,081 605,891 Leasehold improvements 552,810 552,810 Construction in progress 692,887 177,538 Total property, plant and equipment 19,057,054 18,299,941 Less: accumulated depreciation ( 9,144,435 ) ( 8,217,773 ) Property, plant and equipment, net $ 9,912,619 $ 10,082,168 Depreciation expense totaled $ 0.4 million for the three months ended March 31, 2024 and 2023 . Depreciation expense totaled $ 1.2 million and $ 1.6 million for the nine months ended March 31, 2024 and 2023 , respectively. |
Investments
Investments | 9 Months Ended |
Mar. 31, 2024 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENTS | NOte 7 - investments Shell Partnership The terms and conditions of the Contribution and Membership Interest Purchase Agreement, or Purchase Agreement, with Shell relating to the February 6, 2023 partnership for the development and production of sustainable biofuel feedstocks through Vision Bioenergy are presented in Note 7 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended June 30, 2023 . Activity recorded by the Company during the nine months ended March 31, 2024 consisted of the recording of the Company's 34 % share of Vision Bioenergy's loss for the period, which is recorded to Equity in loss of equity method investees, net of tax in the condensed consolidated statements of operations in addition to the $ 6.0 million payment received from Shell in February 2024 in relation to the Purchase Agreement. No additional activity occurred during the nine months ended March 31, 2024. The summarized unaudited balance sheets presented below reflects the financial information of Vision Bioenergy as of March 31, 2024 and June 30, 2023: As of March 31, 2024 (Unaudited) As of June 30, Cash $ 9,508,131 $ 8,973,896 Other current assets 2,544,816 747,090 Fixed assets 17,678,750 15,051,799 Intangible assets 20,275,410 18,575,108 Goodwill 11,564,157 11,870,376 Other assets 263,189 255,899 TOTAL ASSETS $ 61,834,453 $ 55,474,168 Current liabilities $ 2,293,161 $ 1,381,493 Long-term liabilities 155,410 176,203 Equity 59,385,882 53,916,472 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 61,834,453 $ 55,474,168 The summarized unaudited income statement presented below reflects the financial information of Vision Bioenergy for the three and nine months ended March 31, 2024: Three Months Ended March 31, 2024 (Unaudited) Nine Months Ended March 31, 2024 (Unaudited) Revenue $ 254,808 $ 1,440,643 Gross profit (loss) ( 21,718 ) ( 1,680 ) Loss from operations ( 2,181,599 ) ( 6,409,108 ) Net loss ( 2,112,219 ) ( 6,224,371 ) Trigall Australia Partnership The terms and conditions of the December 23, 2022 partnership agreement that the Company’s wholly owned subsidiary, S&W Seed Company Australia Pty Ltd, or S&W Australia, entered into with Trigall are presented in Note 7 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended June 30, 2023 . The partnership, Trigall Australia, was created for the development and marketing of wheat varieties in Australia. Activity in the period consisted of the recording of the Company's 20 % share of Trigall Australia's net loss for the period, which is recorded to Equity in loss of equity method investees, net of tax in the condensed consolidated statements of operations and the recording of $ 0.1 million in capital contributions the Company made to Trigall Australia during the nine months ended March 31, 2024. The Company is obligated to make an additional $ 0.2 million in capital contributions to Trigall Australia through June 2025. Per the partnership agreement, S&W Australia received an additional $ 1.0 million in cash from Trigall in January 2024. The following summarizes the carrying amount of the Company's equity method investments reflected in the condensed consolidated balance sheets: As of March 31, 2024 As of June 30, 2023 Carrying Amount Economic Interest Carrying Amount Economic Interest Vision Bioenergy $ 20,465,856 34 % $ 22,307,486 34 % Trigall Australia 606,284 20 % 752,219 20 % Total equity method investments $ 21,072,140 $ 23,059,705 For the three months ended March 31, 2024 and 2023, the following activity occurred in the Company's equity method investments: Vision Bioenergy Trigall Australia Carrying amount at December 31, 2022 $ — $ 816,006 Initial investment 23,664,195 — Equity in loss of equity method investment ( 323,538 ) ( 83,140 ) Capital contributions — 61,661 Currency translation adjustment — ( 13,414 ) Carrying amount at March 31, 2023 $ 23,340,657 $ 781,113 Carrying amount at December 31, 2023 20,953,474 671,169 Equity in loss of equity method investment ( 487,618 ) ( 98,834 ) Capital contributions — 62,544 Currency translation adjustment — ( 28,595 ) Carrying amount at March 31, 2024 $ 20,465,856 $ 606,284 For the nine months ended March 31, 2024 and 2023, the following activity occurred in the Company's equity method investments: Vision Bioenergy Trigall Australia Carrying amount at June 30, 2022 $ — $ — Initial investment 23,664,195 760,862 Equity in loss of equity method investment ( 323,538 ) ( 87,154 ) Capital contributions — 119,894 Currency translation adjustment — ( 12,489 ) Carrying amount at March 31, 2023 $ 23,340,657 $ 781,113 Carrying amount at June 30, 2023 $ 22,307,486 $ 752,219 Equity in loss of equity method investment ( 1,841,630 ) ( 283,046 ) Capital contributions — 147,239 Currency translation adjustment — ( 10,128 ) Carrying amount at March 31, 2024 $ 20,465,856 $ 606,284 |
Debt
Debt | 9 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 8 - DEBT Total debt outstanding is presented on the Company's condensed consolidated balance sheets as follows: As of March 31, 2024 As of June 30, 2023 Current portion of working capital lines of credit CIBC $ 15,221,442 $ 19,335,427 National Australia Bank Limited 27,019,167 25,938,839 Debt issuance costs ( 209,166 ) ( 373,487 ) Total current portion of working capital lines of credit, net 42,031,443 44,900,779 Total working capital lines of credit, net $ 42,031,443 $ 44,900,779 Current portion of long-term debt Finance leases $ 447,063 $ 383,403 Term Loan - National Australia Bank Limited 2,280,250 2,318,050 Machinery & equipment loans - National Australia Bank Limited 1,781,013 1,141,349 Machinery & equipment loans - Hyster 18,435 11,902 Vehicle loans - Ford Credit 102,996 51,278 Debt issuance costs ( 106,528 ) ( 97,221 ) Total current portion, net 4,523,229 3,808,761 Long-term debt, less current portion Finance leases 501,348 304,761 Machinery & equipment loans - Hyster — 15,715 Vehicle loans - Ford Credit 192,602 70,103 Secured real estate note - AgAmerica 4,300,000 4,300,000 Debt issuance costs ( 130,168 ) ( 191,245 ) Total long-term portion, net 4,863,782 4,499,334 Total debt, net $ 9,387,011 $ 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 nine months ended March 31, 2024, 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 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 $ 0.1 million payable by the Company 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 11.00 % as of March 31, 2024. 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. 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 March 31, 2024, the Company was not in compliance with the financial covenant contained in the CIBC Loan Agreement, but obtained a waiver from CIBC for the covenant. As of March 31, 2024, there was approximate ly $ 3.3 million of unused availability on the CIBC Credit Facility, which had an available borrowing base of $ 19.0 million. With additional collateral consisting of accounts receivable and inventories, the available borrowing base as of March 31, 2024 could have increased by an additional $ 6.0 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 November 17, 2023. 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 decreased from AUD $ 40.0 million (USD $ 26.1 million as of March 31, 2024 ) to AUD $ 36.0 million (USD $ 23.5 million as of March 31, 2024 ), and the maturity date was extended from September 30, 2024 to March 31, 2025 . The interest rate for a drawing denominated 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 3.00 % per annum (previously 1.65 % per annum). As of March 31, 2024 , the Borrowing Base Line accrued interest on Australian dollar drawings at 7.35 % per annum calculated daily; • the overdraft credit limit under S&W Australia’s seasonal credit facility was increased from AUD $ 2.0 million (USD $ 1.3 million as of March 31, 2024 ) to AUD $ 6.0 million (USD $ 3.9 million as of March 31, 2024 ), and the maturity date was extended to March 31, 2024 . Effective March 19, 2024, NAB provided a temporary extension for this facility to July 10, 2024 . 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 March 31, 2024 , the overdraft facility accrued interest at 9.72 % per annum calculated daily; • the flexible rate loan, or the Term Loan, in the amount of AUD $ 4.0 million (USD $ 2.6 million at March 31, 2024). 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 2.60 %. The interest rate as of March 31, 2024 for this was 8.35 %. T he Term Loan is secured by a lien on all the present and future rights, property and undertakings of S&W Australia; and • the financing of certain equipment purchases under a master asset finance facility. Equipment loans under the master asset finance facility have various maturity dates through 2029 , which have interest rates ranging from 2.86 % to 7.21 %. The total credit limit under the facility is AUD $ 3.0 million (USD $ 2.0 million as of March 31, 2024). As of March 31, 2024 , AUD $ 1.5 million (USD $ 1.0 million) was outstanding under S&W Australia’s master asset finance facility. The NAB Finance Agreement is secured by a fixed and floating lien over all the present and future rights, property, and undertakings of S&W Australia. As of March 31, 2024 , approximately AUD $ 0.6 million (USD $ 0.3 million) remained available for use under the NAB Finance Agreement, which had an available borrowing base, including the overdraft, of AUD $ 42.0 million (USD $ 27.4 million as of March 31, 2024). After the amendments, the consolidated debt facilities under the NAB Finance Agreement provide for up to an aggregate of AUD $ 49.0 (USD $ 31.9 million as of March 31, 2024 ) of credit. The NAB Finance Agreement is guaranteed by S&W Seed Company up to a maximum of AUD $ 15.0 million (USD $ 9.8 million as of March 31, 2024). The November 2023 amendments to the NAB Finance Agreement contain various covenants, including the requirement that the Company maintain a net related entity position of not more than USD $ 18.5 million as of March 31, 2024. As of March 31, 2024, the Company was in compliance with all current 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 pro perty thereon. No changes to this agreement have occurred during the nine months ended March 31, 2024. Per the agreement, interest will accrue at a rate per annum equal to 4.85 % plus the Term SOFR Rate, defined as the forward-looking term rate based on the secured overnight financing rate, or SOFR, computed based on the actual number of days elapsed divided by a 360-day year. The annual interest rate as of March 31, 2024 was 10.19 %. Interest payments are due quarterly in arrears, commencing on June 20, 2023, and on the last day of each quarter thereafter, unless otherwise accelerated in accordance with the terms of the AgAmerica Loan Agreement or the AgAmerica Note. 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 $ 4,105,447 2025 77,987 2026 4,377,987 2027 77,987 2028 35,887 Total $ 8,675,295 |
Foreign Currency Forward Contra
Foreign Currency Forward Contracts and Options | 9 Months Ended |
Mar. 31, 2024 | |
Foreign Currency [Abstract] | |
FOREIGN CURRENCY FORWARD CONTRACTS AND OPTIONS | NOTE 9 - FOREIGN CURRENCY FORWARD CONTRACTS AND OPTIONS 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 manages through the use of foreign currency forward contracts. These foreign currency contracts are not designated as hedging instruments; accordingly, changes in the fair value are recorded in current period earnings. These foreign currency contracts had a notional value of $ 1.8 million o n March 31, 2024, with maturities ranging fr om April 2024 to July 2024 . The Company records an asset or liability on the condensed consolidated balance sheets for the fair value of the foreign currency forward contracts. The foreign currency contract liabilities totaled $ 0.1 million and $ 0.8 million on March 31, 2024 and June 30, 2023, respectively. The Company recorded g ains of $ 0.1 million and $ 0.2 million on foreig n currency forward contracts for the three months ended March 31, 2024 and 2023, respectively, and ga ins of $ 0.8 million and $ 0.2 million for the nine months ended March 31, 2024 and 2023, respectively. Gains and losses on foreign exchange contracts are reflected within Cost of revenue on the condensed consolidated statement of operations. 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, 2024 | |
Equity [Abstract] | |
EQUITY | NOTE 10 – 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 nine months ended March 31, 2024, the Company did no t sell any shares of its common stock pursuant to the A TM Agreement. The shares of common stock issuable under the ATM Agreement were registered under the Securities Act pursuant to the Company’s Registration Statement on Form S-3 (File 333-248974), which ceased to be effective on November 2, 2023. The Company elected to not renew 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 8 ). Pursuant to the terms and conditions of the MFP Loan Agreement and subsequent amendments on October 28, 2022, December 22, 2022 and March 22, 2023, warrants to purchase a total of 2,633,400 shares of the Company’s common stock were issued to MFP in fiscal 2023. All w arrants will expire five years from the date of issuance and have exercise prices ranging from $ 1.60 - $ 2.15 per share. 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 com mon 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 Prepaid expenses and other current assets on the condensed consolidated balance sheets. 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 three and nine months ended March 31, 2024 , an aggregate value of $ 0.2 million and $ 0.6 million, respectively, was amortized as interest expense. For further details on the MFP Warrants, refer to Note 12 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended June 30, 2023. MFP is the Company’s largest shareholder. One of the Company’s directors, Alexander C. Matina, was Portfolio Manager of MFP Investors LLC, the general partner of MFP, until December 31, 2023, at which point he transitioned to an advisor role for MFP Investors LLC. Mr. Matina continues to serve on the Company's board of directors. |
Equity-Based Compensation
Equity-Based Compensation | 9 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
EQUITY-BASED COMPENSATION | NOTE 11 - EQUITY-BASED COMPENSATION Stock Options The Company utilizes a Black-Scholes-Merton option pricing model, which includes assumptions regarding the risk-free interest rate, dividend yield, life of the award, and the volatility of the Company's common stock to estimate the fair value of employee options grants. Weighted-average assumptions used in the Black-Scholes-Merton model are set forth below for the periods indicated: March 31, 2024 March 31, 2023 Risk free rate 4.2 % - 4.8 % 2.9 % - 4.4 % Dividend yield — — Volatility 70.3 % - 70.6 % 64.7 % - 66.1 % Forfeiture rate 10.2 % 8.2 % During the nine months ended March 31, 2024, the Company granted option s to purchase 518,381 shares of i ts 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 $ 0.61 - $ 0.77 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, 2024 is presented below: Number of Weighted - Weighted- Aggregate Outstanding at June 30, 2023 5,076,968 $ 2.23 7.1 $ 292,079 Granted 518,381 0.70 Canceled/forfeited/expired ( 281,601 ) 2.52 Outstanding at March 31, 2024 5,313,748 $ 2.06 7.0 $ — Options vested and exercisable at March 31, 2024 4,266,293 $ 2.31 6.5 $ — Options vested and expected to vest at March 31, 2024 5,304,862 $ 2.06 7.0 $ — The weighted average grant date per share fair value of options granted during the three and nine months ended March 31, 2024 was $ 0.39 . On March 31, 2024 , the Company had $ 0.4 million 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 1.63 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, 2024 and 2023, the Compan y issued 1,195,697 and 495,196 restricted stock units, respectively, 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 years . The fair value of the awards granted during the nine months ended March 31, 2024 and 2023 totaled $ 0.7 million and $ 0.6 million, 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 for the nine months ended March 31, 2024 is presented below: Number of Weighted-Average Weighted-Average Nonvested restricted units outstanding at June 30, 2023 440,148 $ 1.17 1.4 Granted 1,195,697 0.58 1.3 Vested ( 372,803 ) 1.19 — Nonvested restricted units outstanding at March 31, 2024 1,263,042 $ 0.61 1.3 On March 31, 2024 , the Company had $ 0.6 million of unrecognized stock compensation expense related to the restricted stock units, which will be recognized over the weighted average remaining service period of 1.28 years. Stock-based Compensation Expense Stock-based compensation expense recorded for grants of stock options, restricted stock grants and restricted stock units for the three months ended March 31, 2024 and 2023 totaled $ 0.3 million and $ 0.6 million , respectively. Stock-based compensation expense recorded for grants of stock options, restricted stock and restricted stock units for the nine months ended March 31, 2024 and 2023 totaled $ 1.0 million and $ 1.4 million, respectively. On March 31, 2024, there w ere 250,884 share s available under the 2019 Plan for future grants and awards. |
Series B Convertible Preferred
Series B Convertible Preferred Stock | 9 Months Ended |
Mar. 31, 2024 | |
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, 2023 . No issuances or conversions of Series B Convertible Preferred Stock occurred during the nine months ended March 31, 2024. Activity in the period consisted of accrual of dividends and accretion of the discount on the Warrants. The following summarizes changes to th e Series B Convertible Preferred Stock: Balance at June 30, 2022 $ 4,804,819 Dividends accrued 365,979 Accretion of discount for warrants 103,350 Balance at June 30, 2023 $ 5,274,148 Dividends accrued 290,322 Accretion of discount for warrants 77,513 Balance at March 31, 2024 $ 5,641,983 |
Non-Cash Activities for Stateme
Non-Cash Activities for Statements of Cash Flows | 9 Months Ended |
Mar. 31, 2024 | |
Supplemental Cash Flow Elements [Abstract] | |
NON-CASH ACTIVITIES FOR STATEMENTS OF CASH FLOWS | NOTE 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, 2024 and 2022, respectively. Nine Months Ended March 31, 2024 2023 Non-cash investing activities: ROU assets financed by lease liabilities and lease modifications and reassessments $ 1,037,164 $ 525,555 Lease modifications and reassessments 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 290,322 271,746 Accretion of discount for Series B preferred stock warrants 77,513 77,514 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 - SUBSEQUENT EVENTS Trigall Australia Partnership On April 29, 2024, S&W Australia entered into an agreement with Trigall to sell its remaining 20 % ownership interest in Trigall Australia. In exchange for S&W Australia’s remaining 20 % ownership interest, S&W Australia received $ 0.1 million. S&W Australia also received $ 0.3 million in exchange for certain fixed assets owned by S&W Australia. Amendment to CIBC Loan Agreement On May 13, 2024, the Company entered into a Second Amendment to the Amended and Restated Loan and Security Agreement, or the CIBC Amendment, with CIBC, which amended the CIBC Loan Agreement by and among the Company, as borrower, and CIBC, as administrative agent and sole lead arranger. The CIBC Amendment, among other things, (i) wai ved certain events of default under the CIBC Loan Agreement and (ii) added a fee of $ 25,000 payable by the Company to CIBC on the date of the CIBC Amendment. Except as modified by the CIBC Amendment, all terms and conditions of the CIBC Loan Agreement remain in full force and effect. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
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 credit losses, 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 military conflict between Ukraine and Russia and related sanctions, the armed conflict in Sudan, the conflict in the Middle East, 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 The Company is not profitable and has recorded negative cash flows for the last several years. For the nine months ended March 31, 2024, the Company repor ted a net loss of $ 17.9 million and negative cash flows from operations of $ 5.6 million for the nine months ended March 31, 2024 . The Company has an accumulated deficit of $ 109.9 million as of March 31, 2024. As of March 31, 2024 , the Company had cash on hand of $ 0.2 million. The Company had $ 3.6 million of unused availability from its working capital facilities as of March 31, 2024 (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 as consideration from the initial agreements. The Company is obligated to make an additional $ 0.2 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 March 31, 2024, the Company was in compliance with the NAB net related entity position covenant, but was not in compliance with the CIBC minimum adjusted EBITDA covenant. Although the Company was not in compliance with the CIBC covenant as of March 31, 2 024, it received a waiver from CIBC. While the Company was in compliance or received waivers for these covenants, there can be no assurance the Company will be successful in meeting its covenants 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 (Excluding Depreciation and Amortization) | Cost of Revenue (Excluding Depreciation and Amortization) The Company records purchasing and receiving costs, inspection costs and warehousing costs in Cost of revenue, excluding depreciation and amortization. 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 | Cash and Cash Equivalents For financial statement presentation purposes, the Company considers time deposits, certificates of deposit and all highly liquid invest ments 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 $ 0.2 million and $ 0.2 million on March 31, 2024 and June 30, 2023, respectively. Cash balances residing in the United States exceeding the Federal Deposit Insurance Corporation limit of $ 250,000 totaled $ 0.0 million and $ 3.0 million on March 31, 2024 and June 30, 2023, respectively. |
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 three and nine months ended March 31, 2024 and 2023, the Company recognized the following foreign currency transaction (gain) loss in Cost of revenue and Other (income) expense: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Cost of revenue $ ( 1,183,048 ) $ ( 531,960 ) $ ( 1,158,426 ) $ ( 740,521 ) Other (income) expense 547,081 331,889 1,163,567 699,428 Total $ ( 635,967 ) $ ( 200,071 ) $ 5,141 $ ( 41,093 ) |
Accounts Receivable | Accounts Receivable The Company provides an allowance for credit losses 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 assigne d an expected loss based on historical information adjusted for forward-looking economic factors. The allowance for credit losses was $ 0.6 million and $ 0.2 million on March 31, 2024 and June 30, 2023, respectively. |
Inventories | Inventories Components of inventory are as follows: As of As of March 31, 2024 June 30, 2023 Raw materials and supplies $ 2,782,306 $ 3,309,211 Work in progress 10,246,104 6,409,554 Finished goods 30,455,924 35,379,503 Inventories, net $ 43,484,334 $ 45,098,268 |
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, 2024 and 2023 ha s been affected by the valuation allowance on the Company’s deferred tax assets. |
Net (Loss) Income Per Common Share Data | Net (Loss) Income 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 nine months ended March 31, 2024 and 2023. The calculation of net (loss) income per common share is shown in the table below: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Numerator: Net (loss) income attributable to S&W Seed Company $ ( 5,500,537 ) $ 32,119,365 $ ( 17,919,018 ) $ 21,624,419 Dividends accrued for participating securities ( 97,522 ) ( 95,299 ) ( 290,322 ) ( 271,746 ) Accretion of Series B Preferred Stock redemption value ( 25,837 ) ( 25,838 ) ( 77,513 ) ( 77,514 ) Numerator for net loss per common share - basic and diluted $ ( 5,623,896 ) $ 31,998,228 $ ( 18,286,853 ) $ 21,275,159 Denominator: Denominator for basic EPS - weighted average shares 43,314,975 42,790,693 43,137,903 42,681,201 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 43,314,975 43,166,148 43,137,903 42,873,830 Net (loss) income per common share - basic $ ( 0.13 ) $ 0.75 $ ( 0.42 ) $ 0.50 Net (loss) income per common share - diluted $ ( 0.13 ) $ 0.74 $ ( 0.42 ) $ 0.50 Anti-dilutive shares, which have been excluded from the computation of diluted (loss) income per share, included 5,313,748 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 1,263,042 restricted stock units. The terms and conditions of these securities are more fully described in Note 11 and Note 12 in these condensed consolidated financial statements an d in Note 12, 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 March 31, 2024 , 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 customer accounted for more than 10 % of the Company's revenue for the three months ended March 31, 2024 and one customer accounted for 10 % of the Company's revenue for the nine months ended March 31, 2024 . No single customer accounted for more than 10 % of the Company's revenue for the three and nine months ended March 31, 2023. One customer accounted for 21 % of the Company's accounts receivable as of March 31, 2024 and no one customer accounted 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 51 % and 54 % of revenue during the three months ended March 31, 2024 and 2023 , respectively. Sales to international markets represented 61 % and 75 % of rev enue during the nine months ended March 31, 2024 and 2023, respectively. The net book value of fixed assets located outside the United States w as 36 % and 31 % of total fixed assets on March 31, 2024 and June 30, 2023 , 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 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 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, 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 was due in February 2024, was initially recorded at its $ 5.7 million present value discounted at a rate of 4.4 %, which was our estimated discount rate for similar instruments. The receivable balance was accreted to the full receivable amount on a straight-line basis over the term due to its short-term maturity on February 6, 2024. This payment was received by the Company in February 2024. The receivable balance was $ 5.8 million as of June 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 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 nine months ended March 31, 2024 to suggest any material change in the fair value of the purchase option. As such, there is no indication of impairment for the nine months ended March 31, 2024. Quantitative information about Level 3 fair value measurement is as follows: Fair Value as of March 31, 2024 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 March 31, 2024 Using: Level 1 Level 2 Level 3 Foreign exchange contract liability $ — $ 57,604 $ — Vision Bioenergy interest purchase option — — 695,000 Total $ — $ 57,604 $ 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 | 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 credit losses 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Foreign Currency Transaction (Gain) Loss | For the three and nine months ended March 31, 2024 and 2023, the Company recognized the following foreign currency transaction (gain) loss in Cost of revenue and Other (income) expense: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Cost of revenue $ ( 1,183,048 ) $ ( 531,960 ) $ ( 1,158,426 ) $ ( 740,521 ) Other (income) expense 547,081 331,889 1,163,567 699,428 Total $ ( 635,967 ) $ ( 200,071 ) $ 5,141 $ ( 41,093 ) |
Components of Inventory | Components of inventory are as follows: As of As of March 31, 2024 June 30, 2023 Raw materials and supplies $ 2,782,306 $ 3,309,211 Work in progress 10,246,104 6,409,554 Finished goods 30,455,924 35,379,503 Inventories, net $ 43,484,334 $ 45,098,268 |
Schedule of Calculation of Net (Loss) Income Per Common Share | The calculation of net (loss) income per common share is shown in the table below: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Numerator: Net (loss) income attributable to S&W Seed Company $ ( 5,500,537 ) $ 32,119,365 $ ( 17,919,018 ) $ 21,624,419 Dividends accrued for participating securities ( 97,522 ) ( 95,299 ) ( 290,322 ) ( 271,746 ) Accretion of Series B Preferred Stock redemption value ( 25,837 ) ( 25,838 ) ( 77,513 ) ( 77,514 ) Numerator for net loss per common share - basic and diluted $ ( 5,623,896 ) $ 31,998,228 $ ( 18,286,853 ) $ 21,275,159 Denominator: Denominator for basic EPS - weighted average shares 43,314,975 42,790,693 43,137,903 42,681,201 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 43,314,975 43,166,148 43,137,903 42,873,830 Net (loss) income per common share - basic $ ( 0.13 ) $ 0.75 $ ( 0.42 ) $ 0.50 Net (loss) income per common share - diluted $ ( 0.13 ) $ 0.74 $ ( 0.42 ) $ 0.50 |
Schedule of Quantitative Information About Level 3 Fair Value Measurement | Quantitative information about Level 3 fair value measurement is as follows: Fair Value as of March 31, 2024 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 % |
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, 2024 Using: Level 1 Level 2 Level 3 Foreign exchange contract liability $ — $ 57,604 $ — Vision Bioenergy interest purchase option — — 695,000 Total $ — $ 57,604 $ 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 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
Lessee Disclosure [Abstract] | |
Summary of Components of Lease Assets and Liabilities | The components of lease assets and liabilities as of March 31, 2024 and June 30, 2023 are as follows: Leases Balance Sheet Classification: As of March 31, 2024 As of June 30, 2023 Assets: Right of use assets - finance leases $ 2,019,624 $ 1,759,094 Accumulated amortization - finance leases ( 1,079,093 ) ( 1,088,294 ) Right of use assets - finance leases, net Other assets 940,531 670,800 Right of use assets - operating leases Right of use assets - operating leases 2,460,730 2,983,303 Total lease assets $ 3,401,261 $ 3,654,103 Liabilities: Current lease liabilities - finance leases Current portion of long-term debt, net $ 447,063 $ 383,403 Current lease liabilities - operating leases Accrued expenses and other current liabilities 892,286 1,335,568 Long-term portion of lease liabilities - Long-term debt, net, less current portion 501,348 304,761 Long-term portion of lease liabilities - Other non-current liabilities 1,676,603 1,949,604 Total lease liabilities $ 3,517,300 $ 3,973,336 |
Summary of Components of Lease Cost | The components of lease cost are as follows: Three Months Ended Nine Months Ended Lease cost: Income Statement Classification: 2024 2023 2024 2023 Operating lease cost Cost of revenue $ 131,317 $ 193,011 $ 524,971 $ 540,260 Operating lease cost Selling, general and administrative expenses 57,693 45,040 139,823 155,288 Operating lease cost Research and development expenses 85,021 92,016 327,874 316,833 Finance lease cost Depreciation and amortization 142,968 120,263 403,864 385,901 Finance lease cost Interest expense, net 21,892 8,714 55,479 30,033 Total lease costs $ 438,891 $ 459,044 $ 1,452,011 $ 1,428,315 |
Summary of Maturities of Lease Liabilities | Maturities of lease liabilities as of March 31, 2024, are as follows: Fiscal Year Operating Leases Finance Leases Remainder of 2024 309,369 134,599 2025 987,804 478,240 2026 832,953 360,756 2027 505,439 77,079 2028 183,599 — Thereafter 56,966 — Total lease payments 2,876,130 1,050,674 Less: Interest ( 307,241 ) ( 102,263 ) Present value of lease liabilities $ 2,568,889 $ 948,411 |
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 lea ses as of March 31, 2024: Operating lease remaining lease term 3.1 years Operating lease discount rate 5.74 % Finance lease remaining lease term 2.0 years Finance lease discount rate 8.45 % Cash paid for operating leases $ 1,104,059 Cash paid for finance leases $ 542,653 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
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, 2024 2023 2024 2023 Seed sales $ 18,023,587 $ 17,382,360 $ 44,872,360 $ 50,054,978 Services 301,048 279,947 749,550 410,996 Total revenue $ 18,324,635 $ 17,662,307 $ 45,621,910 $ 50,465,974 |
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, 2024 2023 2024 2023 United States $ 8,950,467 49 % $ 8,148,365 46 % $ 17,644,433 39 % $ 12,864,506 25 % Australia 6,703,857 36 % 7,319,103 41 % 10,156,098 22 % 12,473,961 25 % Saudi Arabia ( 14,356 ) 0 % 292,150 2 % 4,164,471 9 % 7,631,494 15 % Mexico 302,968 2 % 369,300 2 % 3,770,680 8 % 4,184,823 8 % South Africa ( 27,932 ) 0 % ( 751 ) 0 % 2,213,491 5 % 1,063,255 2 % Libya — 0 % — 0 % 1,755,000 4 % 2,995,608 6 % Argentina 1,505,239 8 % ( 3,188 ) 0 % 1,548,654 3 % 803,264 2 % Sudan — 0 % — 0 % 1,421,527 3 % 2,303,702 5 % Pakistan 343,223 2 % 240,935 2 % 1,298,223 3 % 1,594,026 3 % China 405,183 2 % 326,000 2 % 405,183 1 % 794,500 2 % Other 155,986 1 % 970,393 5 % 1,244,150 3 % 3,756,835 7 % Total revenue $ 18,324,635 100 % $ 17,662,307 100 % $ 45,621,910 100 % $ 50,465,974 100 % |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following: Balance at June 30, 2023 Balance at March 31, 2024 Gross Carrying Amount Accumulated Amortization Net Amortization Currency Translation Adjustment Gross Carrying Amount Accumulated Amortization Net Intellectual property $ 33,325,737 $ ( 11,675,203 ) $ 21,650,534 $ ( 1,038,687 ) $ — $ 33,325,737 $ ( 12,713,889 ) $ 20,611,847 Trade name 2,235,931 ( 1,354,998 ) 880,933 ( 133,255 ) ( 1,897 ) 2,229,343 ( 1,483,562 ) 745,781 Customer relationships 6,762,593 ( 1,793,918 ) 4,968,675 ( 259,266 ) ( 69,242 ) 6,678,353 ( 2,038,186 ) 4,640,167 GI customer list 121,786 ( 85,967 ) 35,819 ( 5,373 ) — 121,786 ( 91,340 ) 30,446 Supply agreement 1,512,667 ( 813,059 ) 699,608 ( 56,725 ) — 1,512,667 ( 869,784 ) 642,883 Grower relationships 2,343,977 ( 1,117,802 ) 1,226,175 ( 79,055 ) — 2,343,977 ( 1,196,857 ) 1,147,120 Internal use software 677,778 ( 406,663 ) 271,115 ( 50,833 ) — 677,778 ( 457,496 ) 220,282 $ 46,980,469 $ ( 17,247,610 ) $ 29,732,859 $ ( 1,623,194 ) $ ( 71,139 ) $ 46,889,641 $ ( 18,851,114 ) $ 28,038,526 |
Intangible Assets (Future Amortization) | Estimated aggregate remaining amortization is as follows: 2024 2025 2026 2027 2028 Thereafter Amortization expense $ 516,000 $ 2,106,273 $ 1,968,471 $ 1,917,587 $ 1,860,296 $ 19,669,899 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
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, 2024 June 30, 2023 Land and improvements $ 933,346 $ 939,089 Buildings and improvements 3,333,976 3,356,755 Machinery and equipment 12,773,954 12,667,858 Vehicles 770,081 605,891 Leasehold improvements 552,810 552,810 Construction in progress 692,887 177,538 Total property, plant and equipment 19,057,054 18,299,941 Less: accumulated depreciation ( 9,144,435 ) ( 8,217,773 ) Property, plant and equipment, net $ 9,912,619 $ 10,082,168 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
Schedule of Equity Method Investments [Line Items] | |
Schedule of Company's Equity Method Investments | For the three months ended March 31, 2024 and 2023, the following activity occurred in the Company's equity method investments: Vision Bioenergy Trigall Australia Carrying amount at December 31, 2022 $ — $ 816,006 Initial investment 23,664,195 — Equity in loss of equity method investment ( 323,538 ) ( 83,140 ) Capital contributions — 61,661 Currency translation adjustment — ( 13,414 ) Carrying amount at March 31, 2023 $ 23,340,657 $ 781,113 Carrying amount at December 31, 2023 20,953,474 671,169 Equity in loss of equity method investment ( 487,618 ) ( 98,834 ) Capital contributions — 62,544 Currency translation adjustment — ( 28,595 ) Carrying amount at March 31, 2024 $ 20,465,856 $ 606,284 For the nine months ended March 31, 2024 and 2023, the following activity occurred in the Company's equity method investments: Vision Bioenergy Trigall Australia Carrying amount at June 30, 2022 $ — $ — Initial investment 23,664,195 760,862 Equity in loss of equity method investment ( 323,538 ) ( 87,154 ) Capital contributions — 119,894 Currency translation adjustment — ( 12,489 ) Carrying amount at March 31, 2023 $ 23,340,657 $ 781,113 Carrying amount at June 30, 2023 $ 22,307,486 $ 752,219 Equity in loss of equity method investment ( 1,841,630 ) ( 283,046 ) Capital contributions — 147,239 Currency translation adjustment — ( 10,128 ) Carrying amount at March 31, 2024 $ 20,465,856 $ 606,284 |
Vision Bioenergy | |
Schedule of Equity Method Investments [Line Items] | |
Summary of Equity Method Investments | The summarized unaudited balance sheets presented below reflects the financial information of Vision Bioenergy as of March 31, 2024 and June 30, 2023: As of March 31, 2024 (Unaudited) As of June 30, Cash $ 9,508,131 $ 8,973,896 Other current assets 2,544,816 747,090 Fixed assets 17,678,750 15,051,799 Intangible assets 20,275,410 18,575,108 Goodwill 11,564,157 11,870,376 Other assets 263,189 255,899 TOTAL ASSETS $ 61,834,453 $ 55,474,168 Current liabilities $ 2,293,161 $ 1,381,493 Long-term liabilities 155,410 176,203 Equity 59,385,882 53,916,472 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 61,834,453 $ 55,474,168 The summarized unaudited income statement presented below reflects the financial information of Vision Bioenergy for the three and nine months ended March 31, 2024: Three Months Ended March 31, 2024 (Unaudited) Nine Months Ended March 31, 2024 (Unaudited) Revenue $ 254,808 $ 1,440,643 Gross profit (loss) ( 21,718 ) ( 1,680 ) Loss from operations ( 2,181,599 ) ( 6,409,108 ) Net loss ( 2,112,219 ) ( 6,224,371 ) |
Trigall Australia Pty Ltd | |
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 condensed consolidated balance sheets: As of March 31, 2024 As of June 30, 2023 Carrying Amount Economic Interest Carrying Amount Economic Interest Vision Bioenergy $ 20,465,856 34 % $ 22,307,486 34 % Trigall Australia 606,284 20 % 752,219 20 % Total equity method investments $ 21,072,140 $ 23,059,705 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Total Debt Outstanding | Total debt outstanding is presented on the Company's condensed consolidated balance sheets as follows: As of March 31, 2024 As of June 30, 2023 Current portion of working capital lines of credit CIBC $ 15,221,442 $ 19,335,427 National Australia Bank Limited 27,019,167 25,938,839 Debt issuance costs ( 209,166 ) ( 373,487 ) Total current portion of working capital lines of credit, net 42,031,443 44,900,779 Total working capital lines of credit, net $ 42,031,443 $ 44,900,779 Current portion of long-term debt Finance leases $ 447,063 $ 383,403 Term Loan - National Australia Bank Limited 2,280,250 2,318,050 Machinery & equipment loans - National Australia Bank Limited 1,781,013 1,141,349 Machinery & equipment loans - Hyster 18,435 11,902 Vehicle loans - Ford Credit 102,996 51,278 Debt issuance costs ( 106,528 ) ( 97,221 ) Total current portion, net 4,523,229 3,808,761 Long-term debt, less current portion Finance leases 501,348 304,761 Machinery & equipment loans - Hyster — 15,715 Vehicle loans - Ford Credit 192,602 70,103 Secured real estate note - AgAmerica 4,300,000 4,300,000 Debt issuance costs ( 130,168 ) ( 191,245 ) Total long-term portion, net 4,863,782 4,499,334 Total debt, net $ 9,387,011 $ 8,308,095 |
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 2024 $ 4,105,447 2025 77,987 2026 4,377,987 2027 77,987 2028 35,887 Total $ 8,675,295 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
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, 2024 March 31, 2023 Risk free rate 4.2 % - 4.8 % 2.9 % - 4.4 % Dividend yield — — Volatility 70.3 % - 70.6 % 64.7 % - 66.1 % Forfeiture rate 10.2 % 8.2 % |
Summary of Stock Option Activity | A summary of stock option activity for the nine months ended March 31, 2024 is presented below: Number of Weighted - Weighted- Aggregate Outstanding at June 30, 2023 5,076,968 $ 2.23 7.1 $ 292,079 Granted 518,381 0.70 Canceled/forfeited/expired ( 281,601 ) 2.52 Outstanding at March 31, 2024 5,313,748 $ 2.06 7.0 $ — Options vested and exercisable at March 31, 2024 4,266,293 $ 2.31 6.5 $ — Options vested and expected to vest at March 31, 2024 5,304,862 $ 2.06 7.0 $ — |
Summary of Activity Related to Non-Vested Restricted Stock Units | A summary of activity related to non-vested restricted stock units for the nine months ended March 31, 2024 is presented below: Number of Weighted-Average Weighted-Average Nonvested restricted units outstanding at June 30, 2023 440,148 $ 1.17 1.4 Granted 1,195,697 0.58 1.3 Vested ( 372,803 ) 1.19 — Nonvested restricted units outstanding at March 31, 2024 1,263,042 $ 0.61 1.3 |
Series B Convertible Preferre_2
Series B Convertible Preferred Stock (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
Temporary Equity Disclosure [Abstract] | |
Summary of Changes to Series B Convertible Preferred Stock | The following summarizes changes to th e Series B Convertible Preferred Stock: Balance at June 30, 2022 $ 4,804,819 Dividends accrued 365,979 Accretion of discount for warrants 103,350 Balance at June 30, 2023 $ 5,274,148 Dividends accrued 290,322 Accretion of discount for warrants 77,513 Balance at March 31, 2024 $ 5,641,983 |
Non-Cash Activities for State_2
Non-Cash Activities for Statements of Cash Flows (Tables) | 9 Months Ended |
Mar. 31, 2024 | |
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, 2024 and 2022, respectively. Nine Months Ended March 31, 2024 2023 Non-cash investing activities: ROU assets financed by lease liabilities and lease modifications and reassessments $ 1,037,164 $ 525,555 Lease modifications and reassessments 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 290,322 271,746 Accretion of discount for Series B preferred stock warrants 77,513 77,514 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Liquidity and Going Concern) - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2023 | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Net loss | $ (5,477,486) | $ 32,113,573 | $ (17,928,449) | $ 21,607,777 | |
Negative cash flows from operations | 5,581,822 | $ 15,828,395 | |||
Accumulated deficit | (109,889,570) | (109,889,570) | $ (91,932,808) | ||
Cash | 200,000 | 200,000 | |||
Line of credit facility, remaining borrowing capacity | 3,600,000 | 3,600,000 | |||
CIBC | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Line of credit facility, remaining borrowing capacity | 3,300,000 | 3,300,000 | |||
Line of Credit | NAB | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Net due from related entities covenant maximum | $ 18,500,000 | 18,500,000 | |||
Trigall Australia Pty Ltd | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Additional capital contributions to be made in next two years | 200,000 | ||||
Shell | Vision Bioenergy | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Additional proceeds to be received from sale of businesses in one year | 6,000,000 | ||||
Trigall Genetic S.A | Trigall Australia Pty Ltd | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Additional proceeds to be received from sale of businesses in one year | $ 1,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Cash and Cash Equivalents) - Additional Information (Details) - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 |
Summary Of Significant Accounting Policies [Line Items] | ||
Cash balances | $ 0 | $ 3,000,000 |
Federal deposit cash | 250,000 | |
Non-US [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Cash balances | $ 200,000 | $ 200,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (International Operations) - Schedule of Foreign Currency Transaction (Gain) Loss (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Foreign currency transaction gain (loss) in cost of revenue and other income expense | $ (635,967) | $ (200,071) | $ 5,141 | $ (41,093) |
Cost of Revenue | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Foreign currency transaction gain (loss) in cost of revenue and other income expense | (1,183,048) | (531,960) | (1,158,426) | (740,521) |
Other (Income) Expense | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Foreign currency transaction gain (loss) in cost of revenue and other income expense | $ 547,081 | $ 331,889 | $ 1,163,567 | $ 699,428 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Accounts Receivable) - Additional Information (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Jun. 30, 2023 |
Accounting Policies [Abstract] | ||
Allowance for credit losses | $ 0.6 | $ 0.2 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Components of Inventory (Details) - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 2,782,306 | $ 3,309,211 |
Work in progress | 10,246,104 | 6,409,554 |
Finished goods | 30,455,924 | 35,379,503 |
Inventories, net | $ 43,484,334 | $ 45,098,268 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Feb. 06, 2023 USD ($) | Mar. 31, 2024 USD ($) Customer | Mar. 31, 2023 USD ($) Customer | Mar. 31, 2024 USD ($) Customer shares | Mar. 31, 2023 USD ($) Customer | Jun. 30, 2023 USD ($) Customer | |
Summary Of Significant Accounting Policies [Line Items] | ||||||
Dividends accrued undistributed earnings to allocate to participating securities | $ 0 | $ 0 | $ 0 | $ 0 | ||
ASU 2016-13 | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jul. 01, 2023 | Jul. 01, 2023 | ||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | true | ||||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | true | ||||
Shell | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Membership interest repurchase percent | 6% | |||||
Receivables discount rate | 4.40% | |||||
Fair market value of purchase option | $ 700,000 | |||||
Notes receivable, net | $ 5,700,000 | $ 5,800,000 | ||||
Employee Stock Options | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Anti-dilutive shares, excluded from computation of diluted income (loss) per share | shares | 5,313,748 | |||||
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 | 1,263,042 | |||||
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 | |||||
Non-US | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Concentration of risk fixed assets amount geographic area, percent of total | 36% | 36% | 31% | |||
Disclosure on geographic areas, fixed assets | The net book value of fixed assets located outside the United States was 36% and 31% of total fixed assets on March 31, 2024 and June 30, 2023, respectively. | |||||
Customer Concentration Risk | Revenue | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Number of customers | Customer | 1 | |||||
Customer Concentration Risk | One Customer | Revenue | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Concentration risk, percentage | 10% | |||||
Customer Concentration Risk | One Customer | Accounts Receivable | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Concentration risk, percentage | 21% | |||||
Customer Concentration Risk | Significant Customer | Revenue | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Number of customers | Customer | 0 | 0 | 0 | |||
Concentration risk, percentage | 10% | 10% | 10% | |||
Credit Concentration Risk | Accounts Receivable | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Number of customers | Customer | 1 | 0 | ||||
Credit Concentration Risk | Significant Customer | Accounts Receivable | Minimum | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Concentration risk, percentage | 10% | |||||
Geographic Concentration Risk | Revenue | Non-US | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Concentration risk, percentage | 51% | 54% | 61% | 75% |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Schedule of Calculation of Net (Loss) Income Per Common Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2023 | |
Numerator: | |||||
Net (loss) income attributable to common shareholders | $ (5,500,537) | $ 32,119,365 | $ (17,919,018) | $ 21,624,419 | |
Dividends accrued for participating securities | (97,522) | (95,299) | (290,322) | (271,746) | $ (365,979) |
Accretion of Series B Preferred Stock redemption value | (25,837) | (25,838) | (77,513) | (77,514) | |
Numerator for net loss per common share - basic | (5,623,896) | 31,998,228 | (18,286,853) | 21,275,159 | |
Numerator for net loss per common share - diluted | $ (5,623,896) | $ 31,998,228 | $ (18,286,853) | $ 21,275,159 | |
Denominator: | |||||
Denominator for basic EPS - weighted average shares | 43,314,975 | 42,790,693 | 43,137,903 | 42,681,201 | |
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 | 43,314,975 | 43,166,148 | 43,137,903 | 42,873,830 | |
Net (loss) income per common share - basic | $ (0.13) | $ 0.75 | $ (0.42) | $ 0.5 | |
Net (loss) income per common share - diluted | $ (0.13) | $ 0.74 | $ (0.42) | $ 0.5 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Schedule of Quantitative Information About Level 3 Fair Value Measurement (Details) | Mar. 31, 2024 USD ($) | Jun. 30, 2023 USD ($) |
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 | $ 695,000 | $ 695,000 |
Risk-free rate | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 0.038 | |
Risk-free rate | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 0.049 | |
Stock price volatility | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 0.60 | |
Stock price volatility | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 0.65 | |
Lack of control premium | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 0.13 | |
Lack of marketability premium | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 0.30 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Schedule of Assets and Liabilities Recognized and Measured at Fair Value on Recurring Basis (Details) - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 |
Level 1 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Foreign exchange contract liability | $ 0 | $ 0 |
Note receivable due from Shell | 0 | |
Vision Bioenergy interest purchase option | 0 | 0 |
Total | 0 | 0 |
Level 2 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Foreign exchange contract liability | 57,604 | 849,033 |
Note receivable due from Shell | 5,846,890 | |
Vision Bioenergy interest purchase option | 0 | 0 |
Total | 57,604 | 6,695,923 |
Level 3 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Foreign exchange contract liability | 0 | 0 |
Note receivable due from Shell | 0 | |
Vision Bioenergy interest purchase option | 695,000 | 695,000 |
Total | $ 695,000 | $ 695,000 |
Leases - Summary of Components
Leases - Summary of Components of Lease Assets and Liabilities (Details) - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 |
Lessee Disclosure [Abstract] | ||
Right of use assets - finance leases | $ 2,019,624 | $ 1,759,094 |
Accumulated amortization - finance leases | (1,079,093) | (1,088,294) |
Right of use assets - finance leases, net | $ 940,531 | $ 670,800 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other assets | Other assets |
Right of use assets - operating leases | $ 2,460,730 | $ 2,983,303 |
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 | $ 3,401,261 | $ 3,654,103 |
Current lease liabilities - finance leases | $ 447,063 | $ 383,403 |
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 | $ 892,286 | $ 1,335,568 |
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 | $ 501,348 | $ 304,761 |
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 | $ 1,676,603 | $ 1,949,604 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other non-current liabilities | Other non-current liabilities |
Total lease liabilities | $ 3,517,300 | $ 3,973,336 |
Leases - Summary of Component_2
Leases - Summary of Components of Lease Cost (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Lessee Lease Description [Line Items] | ||||
Total lease costs | $ 438,891 | $ 459,044 | $ 1,452,011 | $ 1,428,315 |
Cost of Revenue | ||||
Lessee Lease Description [Line Items] | ||||
Operating lease cost | 131,317 | 193,011 | 524,971 | 540,260 |
Selling, General and Administrative Expenses | ||||
Lessee Lease Description [Line Items] | ||||
Operating lease cost | 57,693 | 45,040 | 139,823 | 155,288 |
Research and Development Expenses | ||||
Lessee Lease Description [Line Items] | ||||
Operating lease cost | 85,021 | 92,016 | 327,874 | 316,833 |
Depreciation and Amortization | ||||
Lessee Lease Description [Line Items] | ||||
Finance lease cost | 142,968 | 120,263 | 403,864 | 385,901 |
Interest Expense | ||||
Lessee Lease Description [Line Items] | ||||
Finance lease cost | $ 21,892 | $ 8,714 | $ 55,479 | $ 30,033 |
Leases - Summary of Maturities
Leases - Summary of Maturities of Lease Liabilities (Details) | Mar. 31, 2024 USD ($) |
Operating Leases | |
Remainder of 2024 | $ 309,369 |
2025 | 987,804 |
2026 | 832,953 |
2027 | 505,439 |
2028 | 183,599 |
Thereafter | 56,966 |
Total lease payments | 2,876,130 |
Less: Interest | (307,241) |
Present value of lease liabilities | 2,568,889 |
Finance Leases | |
Remainder of 2024 | 134,599 |
2025 | 478,240 |
2026 | 360,756 |
2027 | 77,079 |
Total lease payments | 1,050,674 |
Less: Interest | (102,263) |
Present value of lease liabilities | $ 948,411 |
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, 2024 USD ($) | |
Lessee Disclosure [Abstract] | |
Operating lease remaining lease term | 3 years 1 month 6 days |
Operating lease discount rate | 5.74% |
Finance lease remaining lease term | 2 years |
Finance lease discount rate | 8.45% |
Cash paid for operating leases | $ 1,104,059 |
Cash paid for finance leases | $ 542,653 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2023 | |
Revenue Recognition [Line Items] | |||||
Maximum term of payments for transfer goods and services | 1 year | ||||
Bad debt expense (income) | $ 100,000 | $ 0 | $ 566,037 | $ (76,575) | |
Revenue recognized | 100,000 | 0 | 400,000 | 600,000 | |
Revenue | 18,324,635 | 17,662,307 | 45,621,910 | 50,465,974 | |
Vision Bioenergy | |||||
Revenue Recognition [Line Items] | |||||
Unbilled receivables | 100,000 | 100,000 | $ 200,000 | ||
Seed Sales | |||||
Revenue Recognition [Line Items] | |||||
Revenue | 18,023,587 | 17,382,360 | 44,872,360 | 50,054,978 | |
ADAMA Collaboration Agreement | Seed Sales | |||||
Revenue Recognition [Line Items] | |||||
Revenue | $ 3,400,000 | $ 3,800,000 | $ 7,900,000 | $ 5,000,000 | |
Minimum | |||||
Revenue Recognition [Line Items] | |||||
Term of customer invoice payment | 30 days | ||||
Maximum | |||||
Revenue Recognition [Line Items] | |||||
Term of customer invoice payment | 180 days |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 18,324,635 | $ 17,662,307 | $ 45,621,910 | $ 50,465,974 |
Seed Sales | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 18,023,587 | 17,382,360 | 44,872,360 | 50,054,978 |
Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 301,048 | $ 279,947 | $ 749,550 | $ 410,996 |
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, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | $ 18,324,635 | $ 17,662,307 | $ 45,621,910 | $ 50,465,974 |
Revenue from external customers by country, percentage | 100% | 100% | 100% | 100% |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | $ 8,950,467 | $ 8,148,365 | $ 17,644,433 | $ 12,864,506 |
Revenue from external customers by country, percentage | 49% | 46% | 39% | 25% |
Australia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | $ 6,703,857 | $ 7,319,103 | $ 10,156,098 | $ 12,473,961 |
Revenue from external customers by country, percentage | 36% | 41% | 22% | 25% |
Saudi Arabia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | $ (14,356) | $ 292,150 | $ 4,164,471 | $ 7,631,494 |
Revenue from external customers by country, percentage | 0% | 2% | 9% | 15% |
Mexico | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | $ 302,968 | $ 369,300 | $ 3,770,680 | $ 4,184,823 |
Revenue from external customers by country, percentage | 2% | 2% | 8% | 8% |
South Africa | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | $ (27,932) | $ (751) | $ 2,213,491 | $ 1,063,255 |
Revenue from external customers by country, percentage | 0% | 0% | 5% | 2% |
Libya | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | $ 0 | $ 0 | $ 1,755,000 | $ 2,995,608 |
Revenue from external customers by country, percentage | 0% | 0% | 4% | 6% |
Argentina | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | $ 1,505,239 | $ (3,188) | $ 1,548,654 | $ 803,264 |
Revenue from external customers by country, percentage | 8% | 0% | 3% | 2% |
Sudan | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | $ 0 | $ 0 | $ 1,421,527 | $ 2,303,702 |
Revenue from external customers by country, percentage | 0% | 0% | 3% | 5% |
Pakistan | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | $ 343,223 | $ 240,935 | $ 1,298,223 | $ 1,594,026 |
Revenue from external customers by country, percentage | 2% | 2% | 3% | 3% |
China | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | $ 405,183 | $ 326,000 | $ 405,183 | $ 794,500 |
Revenue from external customers by country, percentage | 2% | 2% | 1% | 2% |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | $ 155,986 | $ 970,393 | $ 1,244,150 | $ 3,756,835 |
Revenue from external customers by country, percentage | 1% | 5% | 3% | 7% |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2023 | |
Finite Lived Intangible Assets [Line Items] | |||||
Intangible gross carrying amount | $ 46,889,641 | $ 46,889,641 | $ 46,980,469 | ||
Intangible accumulated amortization | (18,851,114) | (18,851,114) | (17,247,610) | ||
Intangible asset | 29,732,859 | ||||
Intangible amortization expense | (500,000) | $ (500,000) | (1,623,194) | $ (1,700,000) | |
Intangible currency translation adjustment | (71,139) | ||||
Intangible asset | 28,038,526 | 28,038,526 | |||
Trade Name | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible gross carrying amount | 2,229,343 | 2,229,343 | 2,235,931 | ||
Intangible accumulated amortization | (1,483,562) | (1,483,562) | (1,354,998) | ||
Intangible asset | 880,933 | ||||
Intangible amortization expense | (133,255) | ||||
Intangible currency translation adjustment | (1,897) | ||||
Intangible asset | 745,781 | 745,781 | |||
Customer Relationships | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible gross carrying amount | 6,678,353 | 6,678,353 | 6,762,593 | ||
Intangible accumulated amortization | (2,038,186) | (2,038,186) | (1,793,918) | ||
Intangible asset | 4,968,675 | ||||
Intangible amortization expense | (259,266) | ||||
Intangible currency translation adjustment | (69,242) | ||||
Intangible asset | 4,640,167 | 4,640,167 | |||
GI Customer list | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible gross carrying amount | 121,786 | 121,786 | 121,786 | ||
Intangible accumulated amortization | (91,340) | (91,340) | (85,967) | ||
Intangible asset | 35,819 | ||||
Intangible amortization expense | (5,373) | ||||
Intangible currency translation adjustment | 0 | ||||
Intangible asset | 30,446 | 30,446 | |||
Supply Agreement | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible gross carrying amount | 1,512,667 | 1,512,667 | 1,512,667 | ||
Intangible accumulated amortization | (869,784) | (869,784) | (813,059) | ||
Intangible asset | 699,608 | ||||
Intangible amortization expense | (56,725) | ||||
Intangible currency translation adjustment | 0 | ||||
Intangible asset | 642,883 | 642,883 | |||
Grower Relationships | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible gross carrying amount | 2,343,977 | 2,343,977 | 2,343,977 | ||
Intangible accumulated amortization | (1,196,857) | (1,196,857) | (1,117,802) | ||
Intangible asset | 1,226,175 | ||||
Intangible amortization expense | (79,055) | ||||
Intangible currency translation adjustment | 0 | ||||
Intangible asset | 1,147,120 | 1,147,120 | |||
Intellectual Property | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible gross carrying amount | 33,325,737 | 33,325,737 | 33,325,737 | ||
Intangible accumulated amortization | (12,713,889) | (12,713,889) | (11,675,203) | ||
Intangible asset | 21,650,534 | ||||
Intangible amortization expense | (1,038,687) | ||||
Intangible currency translation adjustment | 0 | ||||
Intangible asset | 20,611,847 | 20,611,847 | |||
Internal use software | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible gross carrying amount | 677,778 | 677,778 | 677,778 | ||
Intangible accumulated amortization | (457,496) | (457,496) | $ (406,663) | ||
Intangible asset | 271,115 | ||||
Intangible amortization expense | (50,833) | ||||
Intangible currency translation adjustment | 0 | ||||
Intangible asset | $ 220,282 | $ 220,282 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 500,000 | $ 500,000 | $ 1,623,194 | $ 1,700,000 |
Intangible Assets - Intangible
Intangible Assets - Intangible Assets (Future Amortization) (Details) | Mar. 31, 2024 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 516,000 |
2025 | 2,106,273 |
2026 | 1,968,471 |
2027 | 1,917,587 |
2028 | 1,860,296 |
Thereafter | $ 19,669,899 |
Property, Plant and Equipment -
Property, Plant and Equipment - Components of Property, Plant and Equipment (Details) - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 19,057,054 | $ 18,299,941 |
Less: accumulated depreciation | (9,144,435) | (8,217,773) |
Property, plant and equipment, net | 9,912,619 | 10,082,168 |
Land and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 933,346 | 939,089 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 3,333,976 | 3,356,755 |
Machinery and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 12,773,954 | 12,667,858 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 770,081 | 605,891 |
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 | $ 692,887 | $ 177,538 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 0.4 | $ 0.4 | $ 1.2 | $ 1.6 |
Investments - Additional Inform
Investments - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Feb. 06, 2023 | Dec. 23, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2023 | |
Schedule of Equity Method Investments [Line Items] | |||||||
Capital contributions to partnerships | $ 147,239 | $ 119,897 | |||||
Vision Bioenergy | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Ownership interest | 34% | 34% | 34% | ||||
Vision Bioenergy | Shell | Maximum | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Additional proceeds received from sale of businesses in one year | $ 6,000,000 | ||||||
Trigall Australia Pty Ltd | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Ownership interest | 20% | 20% | 20% | ||||
Additional proceeds received from sale of businesses in one year | $ 1,000,000 | ||||||
Capital contributions to partnerships | $ 62,544 | $ 61,661 | $ 147,239 | $ 119,894 | |||
Additional capital contributions to be made in next two years | $ 200,000 |
Investments - Summary of Financ
Investments - Summary of Financial Information of Unaudited Balance Sheets (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 |
Schedule of Equity Method Investments [Line Items] | ||||||
Cash | $ 171,009 | $ 3,398,793 | ||||
Intangible assets | 28,038,526 | 29,732,859 | ||||
Other assets | 3,049,792 | 2,066,081 | ||||
TOTAL ASSETS | 133,210,359 | 151,989,828 | ||||
Current liabilities | 69,685,907 | 71,290,883 | ||||
Equity | 51,207,566 | $ 56,786,138 | 68,823,433 | $ 75,724,512 | $ 42,051,933 | $ 51,408,669 |
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY | 133,210,359 | 151,989,828 | ||||
Vision Bioenergy | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Cash | 9,508,131 | 8,973,896 | ||||
Other current assets | 2,544,816 | 747,090 | ||||
Fixed assets | 17,678,750 | 15,051,799 | ||||
Intangible assets | 20,275,410 | 18,575,108 | ||||
Goodwill | 11,564,157 | 11,870,376 | ||||
Other assets | 263,189 | 255,899 | ||||
TOTAL ASSETS | 61,834,453 | 55,474,168 | ||||
Current liabilities | 2,293,161 | 1,381,493 | ||||
Long-term liabilities | 155,410 | 176,203 | ||||
Equity | 59,385,882 | 53,916,472 | ||||
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY | $ 61,834,453 | $ 55,474,168 |
Investments - Summary of Fina_2
Investments - Summary of Financial Information of Unaudited Income Statement (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of Equity Method Investments [Line Items] | ||||
Revenue | $ 18,324,635 | $ 17,662,307 | $ 45,621,910 | $ 50,465,974 |
Gross profit (loss) | 5,029,300 | 4,430,471 | 13,329,737 | 11,684,273 |
Loss from operations | (2,630,652) | (3,912,749) | (10,134,227) | (13,562,196) |
Net loss | (5,500,537) | $ 32,119,365 | (17,919,018) | $ 21,624,419 |
Vision Bioenergy | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Revenue | 254,808 | 1,440,643 | ||
Gross profit (loss) | (21,718) | (1,680) | ||
Loss from operations | (2,181,599) | (6,409,108) | ||
Net loss | $ (2,112,219) | $ (6,224,371) |
Investments - Schedule of Carry
Investments - Schedule of Carrying Amount of The Company's Equity Method Investments (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule of Equity Method Investments [Line Items] | |||||
Total equity method investments, Carrying Amount | $ 21,072,140 | $ 23,059,705 | |||
Vision Bioenergy | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Total equity method investments, Carrying Amount | $ 20,465,856 | $ 20,953,474 | $ 22,307,486 | $ 23,340,657 | |
Economic Interest | 34% | 34% | |||
Trigall Australia | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Total equity method investments, Carrying Amount | $ 606,284 | $ 671,169 | $ 752,219 | $ 781,113 | $ 816,006 |
Economic Interest | 20% | 20% |
Investments - Schedule of Compa
Investments - Schedule of Company's Equity Method Investments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of Equity Method Investments [Line Items] | ||||
Beginning balance | $ 23,059,705 | |||
Equity in loss of equity method investment | 0 | $ (32,030) | ||
Equity in loss of equity method investment | $ (586,451) | $ (406,678) | (2,124,676) | (410,692) |
Capital contributions | 147,239 | 119,897 | ||
Ending balance | 21,072,140 | 21,072,140 | ||
Vision Bioenergy | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Beginning balance | 20,953,474 | 22,307,486 | ||
Initial investment | 23,664,195 | 23,664,195 | ||
Equity in loss of equity method investment | (487,618) | (323,538) | (1,841,630) | (323,538) |
Ending balance | 20,465,856 | 23,340,657 | 20,465,856 | 23,340,657 |
Trigall Australia | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Beginning balance | 671,169 | 816,006 | 752,219 | |
Initial investment | 760,862 | |||
Equity in loss of equity method investment | (98,834) | (83,140) | (283,046) | (87,154) |
Capital contributions | 62,544 | 61,661 | 147,239 | 119,894 |
Currency translation adjustment | (28,595) | (13,414) | (10,128) | (12,489) |
Ending balance | $ 606,284 | $ 781,113 | $ 606,284 | $ 781,113 |
Debt - Schedule of Total Debt O
Debt - Schedule of Total Debt Outstanding (Details) - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 |
Current portion of working capital lines of credit | ||
Total current portion of working capital lines of credit, net | $ 42,031,443 | $ 44,900,779 |
Long-term portion of working capital lines of credit, less current portion | ||
Total working capital lines of credit, net | 42,031,443 | 44,900,779 |
Current portion of long-term debt | ||
Finance leases, Current | $ 447,063 | $ 383,403 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Total current portion, net | Total current portion, net |
Debt issuance costs,Current | $ (106,528) | $ (97,221) |
Total current portion, net | 4,523,229 | 3,808,761 |
Long-term debt, less current portion | ||
Finance leases, Noncurrent | $ 501,348 | $ 304,761 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Long-term debt, net, less current portion | Long-term debt, net, less current portion |
Debt issuance costs, Noncurrent | $ (130,168) | $ (191,245) |
Total long-term portion, net | 4,863,782 | 4,499,334 |
Total debt, net | 9,387,011 | 8,308,095 |
CIBC | ||
Current portion of working capital lines of credit | ||
Total current portion of working capital lines of credit, net | 15,221,442 | 19,335,427 |
National Australia Bank Limited | ||
Current portion of working capital lines of credit | ||
Total current portion of working capital lines of credit, net | 27,019,167 | 25,938,839 |
CIBC and NAB | ||
Current portion of long-term debt | ||
Debt issuance costs,Current | (209,166) | (373,487) |
Term Loan Long Term Current | National Australia Bank Limited | ||
Current portion of long-term debt | ||
Secured Debt, Current | 2,280,250 | 2,318,050 |
Machinery & Equipment Loans Long Term Current | National Australia Bank Limited | ||
Current portion of long-term debt | ||
Secured Debt, Current | 1,781,013 | 1,141,349 |
Machinery & Equipment Loans Long Term Current | Hyster | ||
Current portion of long-term debt | ||
Secured Debt, Current | 18,435 | 11,902 |
Long-term debt, less current portion | ||
Secured Long-term Debt, Noncurrent | 15,715 | |
AgAmerica RE Long | ||
Long-term debt, less current portion | ||
Secured Long-term Debt, Noncurrent | 4,300,000 | 4,300,000 |
Vehicle Loans | Ford Credit | ||
Current portion of long-term debt | ||
Secured Debt, Current | 102,996 | 51,278 |
Long-term debt, less current portion | ||
Secured Long-term Debt, Noncurrent | $ 192,602 | $ 70,103 |
Debt - CIBC Credit Facility - A
Debt - CIBC Credit Facility - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | |||
Sep. 25, 2023 | Mar. 22, 2023 | Dec. 26, 2019 | Mar. 31, 2024 | |
Line Of Credit Facility [Line Items] | ||||
Line of credit facility, remaining borrowing capacity | $ 3.6 | |||
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 | $ 25 | ||
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% | |||
Line of credit facility, current borrowing capacity | $ 19 | |||
Line of credit facility, remaining borrowing capacity | 3.3 | |||
Increase in line of credit facility | $ 6 | |||
CIBC | Line of Credit | ||||
Line Of Credit Facility [Line Items] | ||||
Loan agreement fees | $ 0.1 | |||
Debt instrument, interest rate | 11% | |||
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] | ||||
Increased applicable interest rate margin on advances | 0.50% | |||
Basis spread on variable rate | 2.50% | 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 | |||
CIBC | November 1 to January 31 of Each Year | ||||
Line Of Credit Facility [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 18 |
Debt - NAB Facilities - Additio
Debt - NAB Facilities - Additional Information (Details) | 1 Months Ended | 9 Months Ended | |||||||
Mar. 19, 2024 | Nov. 17, 2023 USD ($) | Oct. 25, 2022 USD ($) | May 31, 2023 AUD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2024 AUD ($) | Nov. 17, 2023 AUD ($) | Jun. 30, 2023 USD ($) | Oct. 25, 2022 AUD ($) | |
Line Of Credit Facility [Line Items] | |||||||||
Facility outstanding amount | $ 42,031,443 | $ 44,900,779 | |||||||
Line of credit facility, remaining borrowing capacity | $ 3,600,000 | ||||||||
Term Loan | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Line of credit facility interest accrued | 8.35% | 8.35% | |||||||
Facility outstanding amount | $ 2,600,000 | $ 4,000,000 | |||||||
Line of credit facility, Principal payments | $ 500,000 | ||||||||
Line of credit facility, termination date | Mar. 31, 2026 | ||||||||
Line of credit facility, floating interest rate during period | 2.60% | ||||||||
Line of credit facility, interest rate description | 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 2.60%. | ||||||||
Master Asset Finance Facility | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 2,000,000 | 3,000,000 | |||||||
Facility outstanding amount | $ 1,000,000 | 1,500,000 | |||||||
Debt instrument maturity year | 2029 | ||||||||
Line of credit facility, remaining borrowing capacity | $ 300,000 | 600,000 | |||||||
Net due from related entities covenant maximum | $ 18,500,000 | ||||||||
Master Asset Finance Facility | Minimum | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Interest rate | 2.86% | ||||||||
Master Asset Finance Facility | Maximum | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Interest rate | 7.21% | ||||||||
National Australia Bank Limited | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 9,800,000 | 15,000,000 | |||||||
National Australia Bank Limited | Borrowing Base Line | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 23,500,000 | $ 26,100,000 | $ 36,000,000 | $ 40,000,000 | |||||
Line of credit facility, termination date | Mar. 31, 2025 | ||||||||
National Australia Bank Limited | Overdraft Credit | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 3,900,000 | $ 1,300,000 | $ 6,000,000 | $ 2,000,000 | |||||
Line of credit facility, termination date | Jul. 10, 2024 | Mar. 31, 2024 | |||||||
National Australia Bank Limited | Line of Credit | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Net due from related entities covenant maximum | 18,500,000 | ||||||||
National Australia Bank Ltd Facility | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 31,900,000 | $ 49,000,000 | |||||||
Interest rate | 3% | 1.65% | |||||||
National Australia Bank Ltd Facility | Borrowing Base Line | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Line of credit facility interest accrued | 7.35% | 7.35% | |||||||
National Australia Bank Ltd Facility | Overdraft Facility | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Line of credit facility interest accrued | 9.72% | 9.72% | |||||||
National Australia Bank Ltd Facility | Seasonal Credit Facility | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Line of credit facility, current borrowing capacity | $ 27,400,000 | $ 42,000,000 |
Debt - AgAmerica Note - Additio
Debt - AgAmerica Note - Additional Information (Details) - Secured Real Estate Note - AgAmerica $ in Millions | Jun. 20, 2023 USD ($) Acres | Mar. 31, 2024 |
Line of Credit Facility [Line Items] | ||
Debt face amount | $ | $ 4.3 | |
Number of acres of land held as security | Acres | 31 | |
Line of credit facility interest accrued | 10.19% | |
SOFR | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 4.85% |
Debt - MFP Loan Agreement - Add
Debt - MFP Loan Agreement - Additional Information (Details) - USD ($) $ in Millions | Mar. 22, 2023 | Sep. 22, 2022 | Oct. 28, 2022 |
Standby Letters of Credit | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, maturity date | Sep. 30, 2024 | ||
Line of credit facility, maximum borrowing capacity | $ 13 | ||
Line of credit facility, unused capacity commitment fee percentage | 4.25% | 3.50% | |
MFP Loan Agreement | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, maturity date | Mar. 30, 2025 | ||
Line of credit facility, maximum borrowing capacity | $ 12 | ||
Debt instrument, percentage of interest payable in cash | 50% | ||
Debt instrument, percentage of interest paid in kind | 50% | ||
MFP Loan Agreement | Maximum | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 13 | ||
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, 2024 USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2024 | $ 4,105,447 |
2025 | 77,987 |
2026 | 4,377,987 |
2027 | 77,987 |
2028 | 35,887 |
Total | $ 8,675,295 |
Foreign Currency Forward Cont_2
Foreign Currency Forward Contracts and Options - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2023 | |
Foreign Currency Forward Contracts and Options [Line Items] | |||||
Foreign exchange contract liability | $ 100,000 | $ 100,000 | $ 800,000 | ||
Gains (losses) on foreign exchange contracts | (547,081) | $ (331,889) | (1,163,567) | $ (699,428) | |
Foreign Currency Forward Contracts | |||||
Foreign Currency Forward Contracts and Options [Line Items] | |||||
Foreign currency forward contracts, notional value | 1,800,000 | 1,800,000 | |||
Gains (losses) on foreign exchange contracts | $ 100,000 | $ 200,000 | $ 800,000 | $ 200,000 | |
Foreign Currency Forward Contracts | Minimum | |||||
Foreign Currency Forward Contracts and Options [Line Items] | |||||
Foreign currency maturity term | Apr. 30, 2024 | ||||
Foreign Currency Forward Contracts | Maximum | |||||
Foreign Currency Forward Contracts and Options [Line Items] | |||||
Foreign currency maturity term | Jul. 31, 2024 |
Equity - Additional Information
Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Mar. 22, 2023 | Dec. 22, 2022 | Oct. 28, 2022 | Sep. 22, 2022 | Mar. 31, 2024 | Mar. 31, 2024 | May 17, 2022 | Sep. 23, 2020 | |
MFP Loan Agreement | ||||||||
Class Of Stock [Line Items] | ||||||||
Warrants to purchase of common stock | 2,633,400 | 2,633,400 | ||||||
Warrant expiration term | 5 years | 5 years | 5 years | 5 years | ||||
Interest expense amortized | $ 0.2 | $ 0.6 | ||||||
MFP Loan Agreement | Minimum | ||||||||
Class Of Stock [Line Items] | ||||||||
Warrant exercise price per share | $ 1.6 | $ 1.6 | ||||||
MFP Loan Agreement | Maximum | ||||||||
Class Of Stock [Line Items] | ||||||||
Warrant exercise price per share | $ 2.15 | $ 2.15 | ||||||
ATM Agreement | B. Riley Securities, Inc | ||||||||
Class Of Stock [Line Items] | ||||||||
Maximum aggregate offering price of common stock by agent | $ 24.6 | $ 17.1 | ||||||
Number of common stock shares issued during the period | 0 |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Weighted Average Assumptions (Details) - Stock Options | 9 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk free rate, minimum | 4.20% | 2.90% |
Risk free rate, maximum | 4.80% | 4.40% |
Volatility, minimum | 70.30% | 64.70% |
Volatility, maximum | 70.60% | 66.10% |
Forfeiture rate | 10.20% | 8.20% |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options granted | 518,381 | |||
Exercise price, lower range limit | $ 0.61 | |||
Exercise price, upper range Limit | $ 0.77 | |||
Stock-based compensation | $ 0.3 | $ 0.6 | $ 1 | $ 1.4 |
Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock options, term | 10 years | |||
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 3 months 10 days | |||
Number of restricted stock units issued | 1,195,697 | 495,196 | ||
Fair value of awards granted | $ 0.7 | $ 0.6 | ||
Unrecognized stock compensation expense related to restricted stock grants | $ 0.6 | $ 0.6 | ||
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 | 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 | 250,884 | 250,884 | ||
2009 and 2019 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock options granted, weighted average grant date fair value | $ 0.39 | $ 0.39 | ||
Unrecognized stock compensation expense, net of estimated forfeitures, related to options | $ 0.4 | $ 0.4 | ||
Stock-based compensation, total compensation cost not yet recognized, period for recognition | 1 year 7 months 17 days |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary Of Stock Option Activity (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Options, Outstanding as of beginning of period | 5,076,968 | |
Options, Granted | 518,381 | |
Options, Canceled/forfeited/expired | (281,601) | |
Options, Outstanding as of end of period | 5,313,748 | 5,076,968 |
Options, vested and exercisable at end of period | 4,266,293 | |
Options, vested and expected to vest | 5,304,862 | |
Weighted-Average Exercise Prices, Outstanding as of beginning of period | $ 2.23 | |
Weighted-Average Exercise Prices, Granted | 0.7 | |
Weighted-Average Exercise Prices, Canceled/forfeited/expired | 2.52 | |
Weighted-Average Exercise Prices, Outstanding as of end of period | 2.06 | $ 2.23 |
Weighted-Average Exercise Prices, vested and exercisable | 2.31 | |
Weighted-Average Exercise Price, vested and expected to vest | $ 2.06 | |
Options Outstanding, Weighted-Average Remaining Contractual Term (in years) | 7 years | 7 years 1 month 6 days |
Weighted-Average Remaining Contractual Term (in years), vested and exercisable | 6 years 6 months | |
Weighted-Average Remaining Contractual Term (in years), vested and expected to vest | 7 years | |
Options, Outstanding, Aggregate Intrinsic Value | $ 0 | $ 292,079 |
Options, vested and exercisable, Aggregate Intrinsic Value | 0 | |
Options, vested and expected to vest, Aggregate Intrinsic Value | $ 0 |
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, 2024 | Mar. 31, 2023 | Jun. 30, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Nonvested Restricted Stock Units Outstanding, Beginning | 440,148 | ||
Number of Nonvested Restricted Stock Units, Granted | 1,195,697 | 495,196 | |
Number of Nonvested Restricted Stock Units, Vested | (372,803) | ||
Number of Nonvested Restricted Stock Units Outstanding, Ending | 1,263,042 | 440,148 | |
Weighted-Average Grant Date Fair Value, Beginning | $ 1.17 | ||
Weighted-Average Grant Date Fair Value, Granted | 0.58 | ||
Weighted-Average Grant Date Fair Value, Vested | 1.19 | ||
Weighted-Average Grant Date Fair Value, Ending | $ 0.61 | $ 1.17 | |
Weighted-Average Remaining Contractual Life (Years) | 1 year 3 months 18 days | 1 year 4 months 24 days | |
Weighted-Average Remaining Contractual Life (Years), Granted | 1 year 3 months 18 days |
Series B Convertible Preferre_3
Series B Convertible Preferred Stock - Additional Information (Details) | 9 Months Ended |
Mar. 31, 2024 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, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2023 | |
Temporary Equity Disclosure [Abstract] | |||||
Mezzanine Equity Beginning Balance, amount | $ 5,274,148 | $ 4,804,819 | $ 4,804,819 | ||
Dividends accrued | $ 97,522 | $ 95,299 | 290,322 | 271,746 | 365,979 |
Accretion of discount for warrants | 77,513 | $ 77,514 | 103,350 | ||
Mezzanine Equity Ending Balance, amount | $ 5,641,983 | $ 5,641,983 | $ 5,274,148 |
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 | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2023 | |
Non-cash investing activities: | |||||
ROU assets financed by lease liabilities and lease modifications and reassessments | $ 1,037,164 | $ 525,555 | |||
Consideration received from Shell for equity interest in Vision Bioenergy: | |||||
Contribution of intangible assets to Trigall in exchange for equity investment and promissory note | 0 | (1,750,000) | |||
Non-cash financing activities: | |||||
Warrants issued for financial commitment asset | 0 | 1,894,901 | |||
Dividends accrued for participating securities | $ 97,522 | $ 95,299 | 290,322 | 271,746 | $ 365,979 |
Accretion of discount for series B preferred stock warrants | 77,513 | 77,514 | $ 103,350 | ||
Shell Oil Products US [Member] | |||||
Consideration received from Shell for equity interest in Vision Bioenergy: | |||||
Membership purchase option | 700,000 | ||||
Vision Bioenergy Oilseeds LLC [Member] | Shell Oil Products US [Member] | |||||
Consideration received from Shell for equity interest in Vision Bioenergy: | |||||
Note receivable | 0 | 5,747,127 | 0 | 5,747,127 | |
Membership purchase option | 0 | 604,000 | |||
Contribution of property, plant and equipment and inventory to Vision Bioenergy for equity interest | $ 0 | $ (5,532,694) | 0 | (5,532,694) | |
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 | $ 0 | $ 6,840,879 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | 9 Months Ended | |||||
Apr. 29, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | May 13, 2024 | Sep. 25, 2023 | Jun. 30, 2023 | |
Subsequent Event [Line Items] | ||||||
Proceeds from sale of equity interest | $ 0 | $ 400,000 | ||||
Proceeds from sale of fixed assets | $ 161,573 | $ 6,292 | ||||
CIBC | Line of Credit | ||||||
Subsequent Event [Line Items] | ||||||
Loan agreement fees | $ 100,000 | |||||
Trigall Australia | ||||||
Subsequent Event [Line Items] | ||||||
Sale of ownership interest percentage | 20% | 20% | ||||
Subsequent Event | CIBC | Line of Credit | ||||||
Subsequent Event [Line Items] | ||||||
Loan agreement fees | $ 25,000 | |||||
Subsequent Event | Trigall Australia | ||||||
Subsequent Event [Line Items] | ||||||
Sale of ownership interest percentage | 20% | |||||
Proceeds from sale of equity interest | $ 100,000 | |||||
Proceeds from sale of fixed assets | $ 300,000 |