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 from operating activities for the last several years. For the three months ended September 30, 2024, the Company reported a net loss from continuing operations of $ 6.2 million and a net loss from discontinued operations of $ 10.0 million, which included a $ 9.8 million loss from the deconsolidation of S&W Australia. The Company has an accumulated deficit of $ 138.4 million as of September 30, 2024. As of September 30, 2024, the Company had cash on hand of $ 0.5 million and negative working capital of $ 8.3 million. The Company had no unused availability from its working capital facility with CIBC as of September 30, 2024 (see Note 9 - Debt for further discussion). The Company’s Amended and Restated Loan and Security Agreement with CIBC, or the Amended CIBC Loan Agreement, is classified as current on the Company's Condensed Consolidated Balance Sheets given that the debt is due within 12 months of the September 30, 2024. The Amended CIBC Loan Agreement matures on November 30, 2024 , given that we delivered to CIBC by November 8, 2024, an amended letter of credit issued by JPMorgan Chase Bank, N.A. for the account of MFP Partners L.P., extending the letter of credit to December 31, 2024. The Amended CIBC Loan Agreement contains various financial covenants. 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. Effective September 16, 2024, and since then, the revolving loan outstanding under the Amended CIBC Loan Agreement (as amended on July 3, 2024) has exceeded the total revolving loan commitment thereunder, which constitutes an event of default. On September 18, 2024, the Company received a reservation of rights letter from CIBC asserting the existence of such event of default, increasing the interest rate applicable to the loans by 2 % per annum (which is the default rate under the Amended CIBC Loan Agreement), and reserving CIBC’s right to immediately exercise any of CIBC’s other rights or remedies under the Amended CIBC Loan Agreement as it deems appropriate. As of the date of this filing, this remains in default and CIBC has not accelerated the indebtedness under the Amended CIBC Loan Agreement. S&W Australia’s entry into voluntary administration constituted an event of default under the Company’s Amended CIBC Loan Agreement, as a result of a cross-default provision in the Amended CIBC Loan Agreement that is triggered by the event of default under the NAB Finance Agreement. On August 5, 2024, the Company received a waiver for the event of default from CIBC, which contained certain stipulations outside of the Company's control and detailed further in Note 1 - General. The voluntary administration process resulted in the transfer of S&W Australia's assets, as noted in Note 15 - Subsequent Events. While we obtained waivers for certain defaults and covenants in the past, there can be no assurance we will be successful in meeting our covenants, avoiding future defaults, or securing future waivers and/or amendments from our lenders. If we are unsuccessful in doing so, as currently is the case with CIBC, we may need to reduce the scope of our operations, repay amounts owing to our lenders, finance our cash needs through a combination of equity and debt financings, enter into collaborations, strategic alliances and licensing arrangements, delay payments to our growers, sell certain assets or divest certain operations. Further, if the Company cannot renew or find other financing options when its debt facility with CIBC expires on November 30, 2024, it may need to reduce the scope of its operations, repay amounts owed to its lenders and/or sell certain assets. Additionally, if the Company is not able to find a buyer for S&W Australia, it may be required to pay the Parent Guarantee, which, in turn, could cause the Company to reduce the scope of its operations, repay amounts owed to its lenders, and/or sell certain assets. These operating and liquidity factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company’s Condensed Consolidated Financial Statements do not include any adjustments that might result from the outcome of this uncertainty. Cost of Revenue The Company records purchasing and receiving costs, inspection costs and warehousing costs in Cost of revenue. When the Company is required to pay for outward freight and/or the costs incurred to deliver products to its customers, the costs are included in Cost of revenue. Cash and Cash Equivalents For financial statement presentation purposes, the Company considers time deposits, certificates of deposit and all highly liquid investments with original maturities of three month s 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 $ 0.0 million on September 30, 2024 and June 30, 2024. Cash balances residing in the United States exceeding the Federal Deposit Insurance Corporation limit of $ 250,000 totaled $ 0.2 million and $ 0.0 million on September 30, 2024 and June 30, 2024, 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 loss. Gains or losses from foreign currency transactions are included in the Condensed Consolidated Statements of Operations. For the three months ended September 30, 2024 and 2023, the Co mpany recognized the following foreign currency transaction gains in Cost of revenue and losses in Foreign currency loss within Other expense (income) in the Condensed Consolidated Statements of Operations: Three Months Ended September 30, 2024 2023 Cost of revenue $ ( 453 ) $ ( 233 ) Foreign currency loss 7,926 570 Total $ 7,473 $ 337 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 assigned an expected loss based on historical information adjusted for forward-looking economic factors. The allowance for credit losses was $ 0.5 million on September 30, 2024 and June 30, 2024. Inventories Inventories consist of seed and packaging materials. Inventories are stated at the lower of cost or net realizable value, and an inventory reserve permanently reduces the cost basis of inventory. Inventories are valued as follows: Actual cost is used to value raw materials such as packaging materials, as well as goods in process. Costs for substantially all finished goods, which include the cost of carryover crops from the previous year, are valued at actual cost. Actual cost for finished goods includes plant conditioning and packaging costs, direct labor and raw materials and manufacturing overhead costs based on normal capacity. The Company records abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage) as current period charges and allocates fixed production overhead to the costs of finished goods based on the normal capacity of the production facilities. Inventory is periodically reviewed to determine if it is marketable, obsolete or impaired. Inventory that is determined to be obsolete or impaired is written off to expense at the time the impairment is identified. Inventory quality is a function of germination percentage. Our experience has shown that our alfalfa seed quality tends to be stable under proper storage conditions; therefore, we do not view inventory obsolescence for alfalfa seed as a material concern. Hybrid crops (sorghum and sunflower) seed quality may be affected by warehouse storage pests such as insects and rodents. The Company maintains a strict pest control program to mitigate risk and maximize hybrid seed quality. Components of inventory are as follows: As of September 30, 2024 As of June 30, 2024 Raw materials and supplies $ 1,614,377 $ 1,324,087 Work in progress 8,388,736 2,305,572 Finished goods 16,546,274 18,998,684 Inventories, net $ 26,549,387 $ 22,628,343 Property, Plant and Equipment Property, plant and equipment is depreciated using the straight-line method over the estimated useful life of the asset - periods of 5 to 35 years for buildings, 3 to 20 years for machinery and equipment, 7 to 10 years for leasehold improvements, and 2 to 5 years for vehicles. Intangible Assets Intangible assets acquired in business acquisitions are reported at their initial fair value less accumulated amortization. Intangible assets are amortized using the straight-line method over the estimated useful life of the asset. Periods of 10 to 30 years for technology/IP/germplasm, 5 to 20 years for customer relationships and trade names and 10 to 20 for other intangible assets. The weighted average estimated useful lives are 25 years for technology/IP/germplasm, 19 years for customer relationships, 16 years for trade names, and 18 years for other intangible assets as of September 30, 2024. Investments The Company has one partnership resulting in a 34 % ownership interest in Vision Bioenergy. Following the initial recording of this investment, the Company assesses and records its share of equity earnings from the investment on a quarterly basis, resulting in the investment carrying value increasing or decreasing depending on whether a gain or loss is recorded. Research and Development Costs The Company is engaged in ongoing research and development, or R&D, of proprietary seed varieties. All R&D costs must be charged to expense as incurred. Accordingly, internal R&D costs are expensed as incurred. Third-party R&D costs are expensed when the contracted work has been performed or as milestone results have been achieved. The costs associated with equipment or facilities acquired or constructed for R&D activities that have alternative future uses are capitalized and depreciated on a straight-line basis over the estimated useful life of the asset. Income Taxes Deferred tax assets and liabilities are determined based on differences between the financial statement and tax basis of assets and liabilities, as well as a consideration of net operating loss and credit carry forwards, using enacted tax rates in effect for the period in which the differences are expected to impact taxable income. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company’s effective tax rate for the three months ended September 30, 2024 and 2023 ha s been affected by the valuation allowance on the Company’s deferred tax assets. Net Loss Per Common Share Data The Company computes earnings per share using the two-class method. The two-class method requires an earnings allocation formula that determines earnings per share for common shareholders and participating security holders according to dividends declared and participating rights in undistributed earnings. The Company's Series B Preferred Stock and related warrant, or Series B Warrant (see Note 14 - Series B Redeemable Convertible Preferred Stock of the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended June 30, 2024, 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 months ended September 30, 2024 and 2023. The calculation of net loss per common share is shown in the table below: Three Months Ended September 30, 2024 2023 Numerator: Net loss from continuing operations $ ( 6,235,227 ) $ ( 5,025,030 ) Net loss from discontinued operations ( 9,994,499 ) ( 931,887 ) Net loss ( 16,229,726 ) ( 5,956,917 ) Loss attributable to non-controlling interests — ( 7,288 ) Net loss attributable to S&W Seed Company ( 16,229,726 ) ( 5,949,629 ) Dividends accrued for participating securities ( 102,054 ) ( 94,207 ) Accretion of Series B Preferred Stock redemption value ( 25,838 ) ( 25,838 ) Numerator for net loss per common share - basic and diluted $ ( 16,357,618 ) $ ( 6,069,674 ) Denominator: Denominator for basic and diluted net loss per share - weighted average shares 2,282,780 2,263,643 Net loss per common share - basic and diluted $ ( 7.17 ) $ ( 2.68 ) Anti-dilutive shares, which have been excluded from the computation of diluted loss per share, included 279,670 employee stock options, 67,960 restricted stock units, 89,211 shares issuable upon conversion of the Series B Convertible Preferred Stock, warrants to purchase 138,600 shares of common stock related to the MFP Loan Agreement (as defined below), and 29,440 warrants issued with the Company's Series B Convertible Preferred Stock. The terms and conditions of these securities are more fully described in Note 13 - Equity-Based Compensation and Note 14 - Series B Redeemable Convertible Preferred Stock of the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended June 30, 2024, as filed with the SEC. For the period ended September 30, 2024 and 2023 , all potentially dilutive shares were anti-dilutive and excluded from the calculation of diluted loss per share because net losses were recognized. Concentrations One customer accounted for 20 % and another customer accounted for an additional 16 % of revenue for the three months ended September 30, 2024. One customer accounted for 22 % and another customer accounted for 18 % of the Company's revenue for the three months ended September 30, 2023. One customer accounted for 15 % and another customer accounted for an additional 10 % of the Company's accounts receivable as of September 30, 2024 and one customer accounted for 17 % and another customer accounted for an additional 16 % of the Company’s accounts receivable as of June 30, 2024. The Company sells a substantial portion of its products to international customers (see Note 5 - Revenue Recognition). Sales to international markets represented 65 % and 72 % of revenue during the three months ended September 30, 2024 and 2023, respectiv ely. The net book value of fixed assets located outside the United States w as 0 % of total fixed assets on September 30, 2024 and June 30, 2023 , respectively, from continuing operations . 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. The Company’s obligations under the Parent Guarantee were not subject to stay in connection with S&W Australia’s voluntary administration and follows the terms of the facilities S&W Australia has with NAB, with the primary borrowing base line expiring on March 31, 2025. As the Company lost control and deconsolidated S&W Australia as a result from the voluntary administration process, the Company must recognize a liability for the fair value of the Parent Guarantee per ASC 460, Guarantees. In order for this any payments to occur, NAB must first make a claim under the Parent Guarantee, which has not occurred as of September 30, 2024. The Company assessed the fair value of the Parent Guarantee as of July 24, 2024 and elected to record the guarantee at fair value at each reporting date, with any changes in fair value being recorded as a gain or loss in the Company's Condensed Consolidated Statements of Operations. The Company obtained an independent valuation, assigning probabilities under various scenarios and applying estimated recovery and discount rates, which resulted in a $ 5.0 million liability being recorded for the Parent Guarantee under Bank guarantee on the Company's Condensed Consolidated Balance Sheets as of July 24, 2024 and September 30, 2024. The Company determined the fair value of the Parent Guarantee based on a scenario analysis, which included a discount rate ranging between 25.4 % and 35.4 % as of July 24, 2024 and 25.5 % and 35.5 % as of September 30, 2024, and a weighted average recovery rate of 57.8 % as of July 24, 2024 and September 30, 2024. As discussed further in Note - 15, Subsequent Events, the Company was released of the Parent Guarantee from NAB on November 22, 2024. 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 com pany agreement that governs the ownership rights of the members. Other unobservable inputs included the risk-free rates and the estimated future stock volatility based on the historical stock price volatilities of other market participants. A full fair value analysis will be performed at each fiscal year-end or when there is an indication that there may be an impairment to the valuation. Management will estimate and adjust the balance for interim periods. A full fair value analysis will be performed whenever there is a potential indicator of impairment to the valuation. No indicators have been identified for the three months ended September 30, 2024 to suggest any material change in the fair value of the purchase option. Quantitative information about Level 3 fair value measurement is as follows: Fair Value as of September 30, 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 as of September 30, 2024 and June 30, 2024: Fair Value Measurements as of September 30, 2024: Level 1 Level 2 Level 3 Bank guarantee — — $ 5,000,000 Vision Bioenergy interest purchase option — — 695,000 Total $ — $ — $ 5,695,000 Fair Value Measurements as of June 30, 2024: Level 1 Level 2 Level 3 Vision Bioenergy interest purchase option — — $ 695,000 Total $ — $ — $ 695,000 Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures, or ASU 2023-07, which requires an enhanced disclosure of segments on an annual and interim basis, including the title of the chief operating decision maker, significant segment expenses, and the composition of other segment items for each segment's reported profit. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted, and adoption of ASU 2023-07 should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of this standard. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures, or ASU 2023-09, expanding the disclosures requirement for income taxes primarily by requiring more detailed disclosure for income taxes paid and the effective tax rate reconciliation. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted, and adoption of ASU 2023-09 can be applied prospectively or retrospectively. The Company is currently evaluating the impact of this standard. 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. |