Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Jun. 30, 2014 | Sep. 19, 2014 | Dec. 31, 2013 | |
Document And Entity Information | ' | ' | ' |
Entity Registrant Name | 'S&W Seed Co | ' | ' |
Entity Central Index Key | '0001477246 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 30-Jun-14 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--06-30 | ' | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' | ' |
Is Entity a Voluntary Filer? | 'No | ' | ' |
Is Entity's Reporting Status Current? | 'Yes | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Public Float | ' | ' | $64,501,650 |
Entity Common Stock, Shares Outstanding | ' | 11,649,447 | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
CURRENT ASSETS | ' | ' |
Cash and cash equivalents | $1,167,503 | $11,781,074 |
Accounts receivable, net | 24,255,596 | 12,700,106 |
Inventories, net | 28,485,584 | 25,822,467 |
Prepaid expenses and other current assets | 230,907 | 509,037 |
Deferred tax asset | 1,300,665 | 954,874 |
TOTAL CURRENT ASSETS | 55,440,255 | 51,767,558 |
Property, plant and equipment, net | 10,356,809 | 10,239,435 |
Goodwill | 4,939,462 | 4,832,050 |
Other intangibles, net | 14,590,771 | 15,240,835 |
Crop production costs, net | 1,952,100 | 1,582,599 |
Deferred tax asset - long-term | 1,666,488 | 1,920,742 |
Other asset - long-term | 354,524 | 0 |
TOTAL ASSETS | 89,300,409 | 85,583,219 |
CURRENT LIABILITIES | ' | ' |
Accounts payable | 15,026,669 | 19,512,235 |
Accounts payable - related parties | 1,053,874 | 893,929 |
Accrued expenses and other current liabilities | 818,730 | 1,662,642 |
Working capital line of credit | 15,888,640 | 6,755,998 |
Foreign exchange contract liability | ' | 663,043 |
Current portion of long-term debt | 267,764 | 746,788 |
TOTAL CURRENT LIABILITIES | 33,055,677 | 30,234,635 |
Non-compete obligation, less current porton | 150,000 | 200,000 |
Other non-current liabilities | 21,108 | 122,881 |
Deferred tax liability - non-cuurent | 106,758 | 299,682 |
Long-term debt, net | 4,452,631 | 4,668,958 |
TOTAL LIABILITIES | 37,786,174 | 35,526,156 |
STOCKHOLDERS' EQUITY | ' | ' |
Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, $0.001 par value; 50,000,000 shares authorized; 11,665,093 issued and 11,640,093 outstanding at June 30, 2014; 11,584,101 issued and outstanding at June 30, 2013 | 11,666 | 11,585 |
Treasury stock, at cost, 25,000 shares at June 30, 2014 and no shares at June 30, 2013 | -134,196 | 0 |
Additional paid-in capital | 55,121,876 | 54,338,758 |
Retained earnings (deficit) | -1,816,344 | -2,189,444 |
Accumulated other comprehensive loss | -1,668,767 | -2,103,836 |
TOTAL STOCKHOLDERS' EQUITY | 51,514,235 | 50,057,063 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $89,300,409 | $85,583,219 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
STOCKHOLDERS' EQUITY | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 11,665,093 | 11,584,101 |
Common stock, shares outstanding | 11,640,093 | 11,584,101 |
Treasury stock, shares | 25,000 | 0 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Income Statement [Abstract] | ' | ' |
Revenue | $51,533,643 | $37,338,258 |
Cost of revenue | 41,561,736 | 33,743,221 |
Gross profit | 9,971,907 | 3,595,037 |
Operating expenses | ' | ' |
Selling, general and administrative expenses | 6,815,576 | 5,762,838 |
Research and development expenses | 840,578 | 505,872 |
Depreciation and amortization | 1,265,739 | 694,595 |
Total operating expenses | 8,921,893 | 6,963,305 |
Loss (loss) from operations | 1,050,014 | -3,368,268 |
Other expense | ' | ' |
Gain on disposal of fixed assets | -11,921 | 0 |
Foreign currency loss (gain) | -51,571 | 263,973 |
Interest expense, net | 653,290 | 226,909 |
Income (loss) before income tax expense (benefit) | 460,216 | -3,859,150 |
Income tax expense (benefit) | 87,116 | -1,343,123 |
Net income (loss) | $373,100 | ($2,516,027) |
Net income (loss) per common share: | ' | ' |
Basic | $0.03 | ($0.29) |
Diluted | $0.03 | ($0.29) |
Weighted average number of common shares outstanding: | ' | ' |
Basic | 11,572,406 | 8,770,975 |
Diluted | 11,733,621 | 8,770,975 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (Loss) (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Consolidated Statements Of Comprehensive Income Loss | ' | ' |
Net income (loss) | $373,100 | ($2,516,027) |
Foreign currency transaction adjustment | 435,069 | -2,103,836 |
Comprehensive income (loss) | $808,169 | ($4,619,863) |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Common Stock | Treasury Stock | Additional Paid-In Capital | Retained Earnings (Deficit) | Accumulated Other Comprehensive Loss | Total |
Beginning balance, amount at Jun. 30, 2012 | $6,873 | ' | $19,796,976 | $326,583 | $0 | $20,130,432 |
Beginning balance, shares at Jun. 30, 2012 | 6,873,000 | ' | ' | ' | ' | ' |
Stock-based compensation - options, restricted stock and RSU's | 0 | ' | 943,975 | 0 | 0 | 943,975 |
Proceeds from equity offering net of expenses, shares | 600,000 | ' | ' | ' | ' | ' |
Proceeds from equity offering net of expenses, amount | 600 | ' | 3,461,986 | 0 | 0 | 3,462,586 |
Proceeds from equity offering net of underwriter fees and expenses, shares | 1,400,000 | ' | ' | ' | ' | ' |
Proceeds from equity offering net of underwriter fees and expenses, amount | 1,400 | ' | 9,412,238 | 0 | 0 | 9,413,638 |
Common stock issued for IVS acquisition, shares | 400,000 | ' | ' | ' | ' | ' |
Common stock issued for IVS acquisition, amount | 400 | ' | 2,431,600 | 0 | 0 | 2,432,000 |
Common stock issued for A warrant exercise net of fees and expenses, shares | 1,372,641 | ' | ' | ' | ' | ' |
Common stock issued for A warrant exercise net of fees and expenses, amount | 1,373 | ' | 9,364,839 | 0 | 0 | 9,366,212 |
Common stock issued for exercise of underwriter warrant and A warrant, shares | 31,500 | ' | ' | ' | ' | ' |
Common stock issued for exercise of underwriter warrant and A warrant, amount | 31 | ' | 213,644 | 0 | 0 | 213,675 |
Cashless exercise of other warrants, shares | 30,597 | ' | ' | ' | ' | ' |
Cashless exercise of other warrants, amount | 31 | ' | -31 | 0 | 0 | 0 |
Common stock issued for SGI acquisition, shares | 864,865 | ' | ' | ' | ' | ' |
Common stock issued for SGI acquisition, amount | 865 | ' | 8,708,326 | 0 | 0 | 8,709,191 |
Common stock issued for services, shares | 12,000 | ' | ' | ' | ' | ' |
Common stock issued for services, amount | 12 | ' | 109,908 | 0 | 0 | 109,920 |
Redemption of unexercised A warrants | ' | ' | -6,765 | 0 | 0 | -6,765 |
Exercise of employee stock options, net of withholding taxes, shares | 5,978 | ' | ' | ' | ' | ' |
Exercise of employee stock options, net of withholding taxes, amount | 6 | ' | -36,052 | 0 | 0 | -36,046 |
Cancellation of restricted shares for withholding taxes, shares | -6,480 | ' | ' | ' | ' | ' |
Cancellation of restricted shares for withholding taxes, amount | -6 | ' | -61,886 | 0 | 0 | -61,892 |
Other comprehensive income (loss) | ' | ' | ' | ' | -2,103,836 | -2,103,836 |
Net income (loss) | 0 | ' | 0 | -2,516,027 | ' | -2,516,027 |
Ending balance, amount at Jun. 30, 2013 | 11,585 | ' | 54,338,758 | -2,189,444 | -2,103,836 | 50,057,063 |
Ending balance, shares at Jun. 30, 2013 | 11,584,101 | ' | ' | ' | ' | ' |
Stock-based compensation - options, restricted stock and RSU's | 0 | 0 | 872,711 | 0 | 0 | 872,711 |
Net issuance to settle RSUs, shares | 57,557 | ' | ' | ' | ' | ' |
Net issuance to settle RSUs, amount | 57 | 0 | -241,709 | 0 | 0 | -241,652 |
Common stock issued for exercise of underwriter warrant and A warrant, shares | 31,500 | ' | ' | ' | ' | ' |
Common stock issued for exercise of underwriter warrant and A warrant, amount | 32 | ' | 213,644 | 0 | 0 | 213,676 |
Cancellation of restricted shares for withholding taxes, shares | -8,065 | ' | ' | ' | ' | ' |
Cancellation of restricted shares for withholding taxes, amount | -8 | ' | -61,528 | 0 | 0 | -61,536 |
Treasury stock purchases, shares | ' | -25,000 | ' | ' | ' | ' |
Treasury stock purchases, amount | 0 | -134,196 | 0 | 0 | 0 | -134,196 |
Other comprehensive income (loss) | 0 | 0 | 0 | 0 | 435,069 | 435,069 |
Net income (loss) | 0 | 0 | 0 | 373,100 | 0 | 373,100 |
Ending balance, amount at Jun. 30, 2014 | $11,666 | ($134,196) | $55,121,876 | ($1,816,344) | ($1,668,767) | $51,514,235 |
Ending balance, shares at Jun. 30, 2014 | 11,665,093 | -25,000 | ' | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' |
Net income (loss) | $373,100 | ($2,516,027) |
Adjustments to reconcile net income from operating activities to net cash used in operating activities | ' | ' |
Stock-based compensation | 872,711 | 1,053,895 |
Change in allowance for doubtful accounts | 49,687 | 22,869 |
Depreciation and amortization | 1,265,739 | 694,595 |
Stevia inventory impairment charge | 0 | 2,333,123 |
Gain on dispoal of fixed assets | -11,921 | 0 |
Change in foreign exchange contracts | -666,310 | 778,478 |
Amortization of debt discount | 51,438 | 12,686 |
Changes in: | ' | ' |
Accounts receivable | -11,301,001 | -5,582,324 |
Inventories | -2,135,746 | -3,548,868 |
Prepaid expenses and other current assets | 273,415 | -354,685 |
Crop production costs | -369,501 | -484,307 |
Deferred tax asset | -512,971 | -1,663,149 |
Accounts payable | -4,890,482 | 2,583,242 |
Accounts payable - related parties | 150,393 | 592,343 |
Accrued expenses and other current liabilities | -912,671 | 1,101,243 |
Other non-current liabilities | -102,918 | -1,705 |
Net cash used in operating activities | -17,867,038 | -4,978,591 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' |
Additions to property, plant and equipment | -434,416 | -7,738,876 |
Proceeds from disposal of fixed assets | 24,832 | 0 |
Acquisition of business | 0 | -8,000,000 |
Acquisition of germ plasm | 0 | -57,500 |
Investment in Bioceres | -354,525 | 0 |
Net cash used in investing activities | -764,109 | -15,796,376 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
Net proceeds from sale of common stock in equity offerings | 0 | 12,876,224 |
Net proceeds from warrant exercises | 213,676 | 9,579,888 |
Redemption of unexercised warrants | 0 | -6,765 |
Common stock repurchased | -134,196 | 0 |
Taxes paid related to net share settlements of stock-based compensation awards | -303,188 | 0 |
Borrowings and repayments on line of credit, net | 8,914,888 | -513,344 |
Borrowings of long-term debt | 0 | 2,625,000 |
Repayments of long-term debt | -746,789 | -91,949 |
Net cash (used in) provided by financing activities | 7,944,391 | 24,469,054 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | 73,185 | -148,508 |
NET INCREASE (DECREASE) IN CASH | -10,613,571 | 3,545,579 |
CASH AND CASH EQUIVALENTS, beginning of the period | 11,781,074 | 8,235,495 |
CASH AND CASH EQUIVALENTS, end of period | 1,167,503 | 11,781,074 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ' | ' |
Interest | 555,970 | 362,287 |
Income taxes | $777,821 | $0 |
NOTE_1_BACKGROUND_AND_ORGANIZA
NOTE 1 - BACKGROUND AND ORGANIZATION | 12 Months Ended |
Jun. 30, 2014 | |
Notes to Financial Statements | ' |
NOTE 1 - BACKGROUND AND ORGANIZATION | ' |
NOTE 1 - BACKGROUND AND ORGANIZATION | |
Organization | |
The original business of the Company, that is, breeding, growing, processing and selling alfalfa seed, began as S&W Seed Company, a general partnership, in July 1980. The corporate entity, S&W Seed Company, was incorporated in Delaware in October 2009. The corporation is the successor entity to Seed Holding, LLC, which had purchased a majority interest in the general partnership between June 2008 and December 2009. Following the Company's initial public offering in May 2010, the Company purchased the remaining general partnership interests and became the sole owner of the business. Seed Holding, LLC is a consolidated subsidiary of the Company. | |
In December 2011, S&W Seed Company consummated a merger (the "Reincorporation") with and into its wholly owned subsidiary, S&W Seed Company, a Nevada corporation, pursuant to the terms and conditions of an Agreement and Plan of Merger. As a result of the Reincorporation, the Company is now a Nevada corporation. | |
On April 1, 2013, the Company, together with its wholly owned subsidiary, S&W Seed Australia Pty Ltd, an Australia corporation ("S&W Australia"), closed on the acquisition of all of the issued and outstanding shares of Seed Genetics International Pty Ltd, an Australia corporation ("SGI"), from SGI's shareholders (the "SGI Acquisition"). | |
Business Overview | |
Since its establishment, the Company, including its predecessor entities, has been principally engaged in breeding, growing, processing and selling agricultural commodities, primarily alfalfa seed. The Company owns a 40-acre seed cleaning and processing facility located in Five Points, California that it has operated since its inception. The Company's products are primarily grown under contract by farmers in the San Joaquin and Imperial Valleys of California, Southern Australia as well as by the Company itself under a small direct farming operation. The Company began its stevia initiative in fiscal 2010 and is currently focused on breeding improved varieties of stevia, improving its harvesting and milling techniques, and developing marketing and distribution programs for its stevia products. | |
NOTE_2_SUMMARY_OF_SIGNIFICANT_
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | |||||||||
Jun. 30, 2014 | ||||||||||
Notes to Financial Statements | ' | |||||||||
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | |||||||||
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||
Basis of Presentation and Principles of Consolidation | ||||||||||
The Company maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"). | ||||||||||
The consolidated financial statements include the accounts of Seed Holding, LLC and its other wholly-owned subsidiaries, S&W Australia which owns 100% of SGI, and Stevia California, LLC. All significant intercompany balances and transactions have been eliminated. | ||||||||||
Use of Estimates | ||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates are adjusted to reflect actual experience when necessary. Significant estimates and assumptions affect many items in the financial statements. These include allowance for doubtful trade receivables, sales returns and allowances, inventory valuation and obsolescence, 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. | ||||||||||
Certain Risks and Concentrations | ||||||||||
The Company's revenue is principally derived from the sale of alfalfa seed, the market for which is highly competitive. The Company depends on a core group of significant customers. Two customers accounted for 21% of its net revenue for the year ended June 30, 2014 and one customer accounted for 24% of its net revenue for the year ended June 30, 2013. | ||||||||||
One customer accounted for 32% of the Company's accounts receivable at June 30, 2014. Three customers accounted for 41% of the Company's accounts receivable at June 30, 2013. | ||||||||||
Sales direct to international customers represented 81% and 73% of revenue during the years ended June 30, 2014 and 2013, respectively. As of June 30, 2014, approximately 3% of the net book value of fixed assets were located outside of the United States. | ||||||||||
The following table shows revenues from external customers by country: | ||||||||||
Years Ended June 30, | ||||||||||
2014 | 2013 | |||||||||
Saudi Arabia | $ | 13,015,864 | 25% | $ | 17,671,705 | 47% | ||||
United States | 9,553,198 | 19% | 8,952,824 | 24% | ||||||
Libya | 5,341,139 | 10% | 3,129,918 | 8% | ||||||
Australia | 4,526,552 | 9% | 599,945 | 2% | ||||||
France | 1,501,955 | 3% | 357,108 | 1% | ||||||
Other | 17,594,935 | 34% | 6,626,758 | 18% | ||||||
Total | $ | 51,533,643 | 100% | $ | 37,338,258 | 100% | ||||
International Operations | ||||||||||
The Company translates its foreign operations' asset 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. Gains or losses from foreign currency transactions are included in the consolidated statement of operations. | ||||||||||
Revenue Recognition | ||||||||||
The Company derives its revenue primarily from sale of seed and other crops and milling services. Revenue from seed and other crop sales is recognized when risk and title to the product is transferred to the customer, which usually occurs at the time of shipment. | ||||||||||
When the right of return exists in the Company's seed business, sales revenue is reduced at the time of sale to reflect expected returns. In order to estimate the expected returns, management analyzes historical returns, economic trends, market conditions and changes in customer demand. At June 30, 2014, no customers had the right of return. | ||||||||||
The Company recognizes revenue from milling services according to the terms of the sales agreements and when delivery has occurred, performance is complete, no right of return exists and pricing is fixed or determinable at the time of sale. | ||||||||||
Additional conditions for recognition of revenue for all sales include the requirements that the collection of sales proceeds must be reasonably assured based on historical experience and current market conditions, the sales price is fixed and determinable and that there must be no further performance obligations under the sale. | ||||||||||
The Company also recognizes revenue from the sale of its products to customers on bill-and-hold arrangements when all of the following have been satisfied: (i) risk of ownership must be passed to the buyer; (ii) customer must have a fixed commitment to purchase the goods; (iii) buyer, not the Company, must request that the transaction be on bill-and-hold basis; (iv) There must be a fixed schedule for delivery of goods; (v) The Company must not have specific performance obligations such that the earning process is not complete; (vi) ordered goods must be segregated from the Company's inventory and not subject to being used to fill other orders and (vii) product must be complete and ready for shipment. Sales related to bill-and-hold arrangements were $5.0 and $2.5million for the years ended June 30, 2014 and 2013, respectively. | ||||||||||
Shipping and Handling Costs | ||||||||||
The Company records purchasing and receiving costs, inspection costs and warehousing costs in cost of goods sold. In some instances, the Company is not obligated to pay for shipping or any costs associated with delivering its products to its customers. In these instances, costs associated with the shipment of products are not included in the Company's consolidated financial statements. 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 goods sold. | ||||||||||
Cash and Cash Equivalents | ||||||||||
For financial statement presentation purposes, the Company considers time deposits, certificates of deposit and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. Cash and cash equivalents consist of the following: | ||||||||||
June 30, | June 30, | |||||||||
2014 | 2013 | |||||||||
Cash | $ | 1,046,201 | $ | 10,356,527 | ||||||
Money market funds | 121,302 | 1,424,547 | ||||||||
$ | 1,167,503 | $ | 11,781,074 | |||||||
The Company maintains cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC"). Accounts are guaranteed by the FDIC up to $250,000 under current regulations. Cash equivalents held in money market funds are not FDIC insured. Cash deposits with these banks may exceed the amount of insurance provided on such deposits; however, these deposits typically may be redeemed upon demand and, therefore, bear minimal risk. The Company had approximately $796,201 and $10,106,527 in excess of FDIC insured limits at June 30, 2014 and 2013, respectively. | ||||||||||
Accounts Receivable | ||||||||||
The Company provides an allowance for doubtful trade receivables equal to the estimated uncollectible amounts. That estimate is based on historical collection experience, current economic and market conditions and a review of the current status of each customer's trade accounts receivable. The allowance for doubtful trade receivables was $72,556 and $22,869 at June 30, 2014 and 2013, respectively. | ||||||||||
Inventories | ||||||||||
Inventory | ||||||||||
Inventories consist of alfalfa seed purchased from the Company's growers under production contracts, alfalfa seed produced from its own farming operations, and packaging materials. | ||||||||||
Inventories are stated at the lower of cost or market, and an inventory reserve would permanently reduce 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. | ||||||||||
The Company's subsidiary SGI does not fix the final price for seed payable to its growers until the completion of a given year's sales cycle pursuant to its standard contract production agreement. SGI records an estimated unit price; accordingly, inventory, cost of goods sold and gross profits are based upon management's best estimate of the final purchase price to growers. | ||||||||||
Inventory is periodically reviewed to determine if it is marketable, obsolete or impaired. Inventory that is determined to not be marketable is written down to market value. Inventory that is determined to be obsolete or impaired is written off to expense at the time the impairment is identified. Because the germination rate, and therefore the quality, of alfalfa seed improves over the first year of proper storage, inventory obsolescence for alfalfa seed is not a material concern. The Company sells its inventory to distributors, dealers and directly to growers. | ||||||||||
Growing Crops | ||||||||||
Expenditures on growing crops are valued at the lower of cost or market and are deferred and charged to cost of products sold when the related crop is harvested and sold. The deferred growing costs included in inventories in the consolidated balance sheets consist primarily of labor, lease payments on land, interest expense on farmland, cultivation, on-going irrigation, harvest and fertilization costs. Costs included in growing crops relate to the current crop year. Costs that are to be realized over the life of the crop are reflected in crop production costs. | ||||||||||
Components of inventory are: | ||||||||||
June 30, | June 30, | |||||||||
2014 | 2013 | |||||||||
Raw materials and supplies | $ | 173,922 | $ | 39,654 | ||||||
Work in progress and growing crops | 3,990,678 | 4,187,755 | ||||||||
Finished goods | 24,320,984 | 21,595,058 | ||||||||
$ | 28,485,584 | $ | 25,822,467 | |||||||
Crop Production Costs | ||||||||||
Expenditures on crop production costs are valued at the lower of cost or market and are deferred and charged to cost of products sold when the related crop is harvested and sold. The deferred crop production costs included in the consolidated balance sheets consist primarily of the cost of plants and the transplanting, stand establishment costs, intermediate life irrigation equipment and land amendments and preparation. Crop production costs are estimated to have useful lives of three to five years depending on the crop and nature of the expenditure and are amortized to growing crop inventory each year over the estimated life of the crop. | ||||||||||
Components of crop production costs are: | ||||||||||
June 30, | June 30, | |||||||||
2014 | 2013 | |||||||||
Alfalfa seed production | $ | 1,747,429 | $ | 1,497,695 | ||||||
Alfalfa hay | 16,885 | 84,904 | ||||||||
Wheat and triticale | 187,786 | - | ||||||||
Total crop production costs, net | $ | 1,952,100 | $ | 1,582,599 | ||||||
Property, Plant and Equipment | ||||||||||
Property, plant and equipment are stated at cost less accumulated depreciation. The cost of plant and equipment is depreciated using the straight-line method over the estimated useful life of the asset - periods of approximately 18-28 years for buildings, 3-7 years for machinery and equipment and 3-5 years for vehicles. Long-lived assets are reviewed for impairment whenever in management's judgment conditions indicate a possible loss. Such impairment tests compare estimated undiscounted cash flows to the recorded value of the asset. If an impairment is indicated, the asset is written down to its fair value or, if fair value is not readily determinable, to an estimated fair value based on discounted cash flows. Fully depreciated assets are retained in property, plant and equipment and accumulated depreciation accounts until they are removed from service. In case of disposals of assets, the assets and related accumulated depreciation are removed from the accounts, and the net amounts after proceeds from disposal are credited or charged to income. | ||||||||||
Intangible Assets | ||||||||||
Intangible assets acquired in business acquisitions are reported at their initial fair value less accumulated amortization. Intangible assets acquired in the acquisition of the customer list in July 2011 and the acquisition of proprietary alfalfa germ-plasm in August 2012 are reported at their initial cost less accumulated amortization. See Note 3 and Note 4 for further discussion. The intangible assets are amortized based on useful lives ranging from 3-20 years. | ||||||||||
Goodwill and Other Intangible Assets Not Subject to Amortization | ||||||||||
The Company periodically reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist. Goodwill and certain intangible assets are assessed annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. The Company has the option to review goodwill on a qualitative basis first. If it is more likely than not that impairment is present the Company, then must evaluate Goodwill for impairment using a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The Company uses Level 3 inputs and a discounted cash flow methodology to estimate the fair value of a reporting unit. A discounted cash flow analysis requires one to make various judgmental assumptions including assumptions about future cash flows, growth rates, and discount rates. The assumptions about future cash flows and growth rates are based on the Company's budget and long-term plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit. The Company conducted a qualitative assessment of goodwill and other intangibles and determined that it was more likely than not there was no impairment. | ||||||||||
Purchase Accounting | ||||||||||
The Company accounts for acquisitions pursuant to Accounting Standards Codification ("ASC") No. 805, Business Combinations. The Company records all acquired tangible and intangible assets and all assumed liabilities based upon their estimated fair values. | ||||||||||
Research and Development Costs | ||||||||||
The Company is engaged in ongoing research and development ("R&D") of proprietary seed and stevia varieties. The Company accounts for R&D under standards issued by the Financial Accounting Standards Board ("FASB"). Under these standards, 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. The amortization and depreciation for such capitalized assets are charged to R&D expenses. | ||||||||||
Stock-Based Compensation | ||||||||||
The Company has in effect a stock incentive plan under which incentive stock options have been granted to employees and non-qualified stock options, restricted stock, and restricted stock units ("RSUs") have been granted to employees and non-employees, including members of the Board of Directors. The Company accounts for its stock-based compensation plan by expensing the estimated fair value of stock-based awards over the requisite service period, which is the vesting period. The measurement of stock-based compensation expense for option grants is based on several criteria including, but not limited to, the valuation model used and associated input factors such as expected term of the award, stock price volatility, dividend rate, risk-free interest rate, attrition rate and exercise price. The input factors to use in the valuation model are based on subjective future expectations combined with management judgment. The Company estimates the fair value of stock options using the lattice valuation model and the assumptions shown in Note 11. Restricted stock and RSUs are valued based on the Company's stock price on the day the awards are granted. The excess tax benefits recognized in equity related to equity award exercises are reflected as financing cash inflows. See Note 12 for a detailed discussion of stock-based compensation. | ||||||||||
Net Income (Loss) Per Common Share Data | ||||||||||
Basic net income (loss) per common share, or earnings per share ("EPS"), is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the year. Diluted EPS is calculated by adjusting outstanding shares, assuming any dilutive effects of options, restricted stock awards and common stock warrants calculated using the treasury stock method. Under the treasury stock method, an increase in the fair market value of the Company's common stock results in a greater dilutive effect from outstanding options, restricted stock awards and common stock warrants. | ||||||||||
Years Ended | ||||||||||
June 30, | ||||||||||
2014 | 2013 | |||||||||
Net income (loss) | $ | 373,100 | $ | -2,516,027 | ||||||
Net income (loss) per common share: | ||||||||||
Basic | $ | 0.03 | $ | -0.29 | ||||||
Diluted | $ | 0.03 | $ | -0.29 | ||||||
Weighted average number of common shares outstanding: | ||||||||||
Basic | 11,572,406 | 8,770,975 | ||||||||
Diluted | 11,733,621 | 8,770,975 | ||||||||
Potentially dilutive securities not included in the calculation of diluted net income (loss) per share because to do so would be anti-dilutive are as follows: | ||||||||||
June 30, | ||||||||||
2014 | 2013 | |||||||||
Class B warrants | 1,421,000 | 1,410,500 | ||||||||
Underwriter warrants - units (common share equivalent) | 238,000 | 259,000 | ||||||||
Class A warrants underlying underwriter warrants - units | 119,000 | 129,500 | ||||||||
Class B warrants underlying underwriter warrants - units | 119,000 | 129,500 | ||||||||
Underwriter warrants | - | 50,000 | ||||||||
Stock options | 212,500 | 827,000 | ||||||||
Nonvested restricted stock | 24,332 | 48,666 | ||||||||
Nonvested RSUs | 191,336 | 280,000 | ||||||||
Total | 2,325,168 | 3,134,166 | ||||||||
Income Taxes | ||||||||||
The Company accounts for income taxes in accordance with standards of disclosure propounded by the FASB and any related interpretations of those standards sanctioned by the FASB. Accordingly, deferred tax assets and liabilities are determined based on differences between the financial statement and tax bases 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. | ||||||||||
Impairment of Long-Lived Assets | ||||||||||
The Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment ("ASC 360-10"). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of long-lived assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell. The Company evaluated its long-live assets for impairment and none existed as of June 30, 2014. | ||||||||||
Foreign Exchange Contracts | ||||||||||
The Company's subsidiary SGI 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 forward contracts. | ||||||||||
The Company has entered into certain derivative financial instruments (specifically foreign currency forward contracts), 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. Additionally, changes in the derivative's fair value are recognized currently in earnings unless specific hedge accounting criteria are met. If hedge accounting criteria are met for cash flow hedges, the changes in the derivative's fair value are recorded in shareholders' equity as a component of other comprehensive income ("OCI"), net of tax. The Company's foreign currency contracts are not designated as hedging instruments under ASC 815, accordingly, changes in the fair value are recorded in current period earnings. | ||||||||||
Fair Value of Financial Instruments | ||||||||||
In the first quarter of fiscal year 2009, the Company adopted Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures ("ASC 820-10"). ASC 820-10 defines fair value, establishes a framework for measuring fair value and enhances fair value measurement disclosure. ASC 820-10 delays, until the first quarter of fiscal year 2009, the effective date for ASC 820-10 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The adoption of ASC 820-10 did not have a material impact on the Company's consolidated financial position or operations, but does require that the Company disclose assets and liabilities that are recognized and measured at fair value on a non-recurring basis, 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. | ||||||||||
No assets or liabilities were valued at fair value on a non-recurring basis as of June 30, 2014 or June 30, 2013. | ||||||||||
Effective October 1, 2008, the Company adopted Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures ("ASC 820-10") and Accounting Standards Codification subtopic 825-10, Financial Instruments ("ASC 825-10"), which permits entities to choose to measure many financial instruments and certain other items at fair value. Neither of these statements had an impact on the Company's financial position, results of operations or cash flows. The carrying value of cash and cash equivalents, accounts payable short-term and long-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments or interest rates commensurate with market rates. | ||||||||||
The following table summarizes the valuation of financial instruments measured at fair value on a recurring basis as of June 30, 2014 and 2013. | ||||||||||
Fair Value Measurements as of June 30, 2014 Using: | ||||||||||
Level 1 | Level 2 | Level 3 | ||||||||
Foreign exchange contract asset | $ | - | $ | 627 | $ | - | ||||
Total | $ | - | $ | 627 | $ | - | ||||
Fair Value Measurements as of June 30, 2013 Using: | ||||||||||
Level 1 | Level 2 | Level 3 | ||||||||
Foreign exchange contract liability | $ | - | $ | 663,043 | $ | - | ||||
Total | $ | - | $ | 663,043 | $ | - | ||||
Recent Accounting Pronouncements | ||||||||||
In February 2013, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2013-02, Comprehensive Income: Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which requires companies to report, in one place, information about significant reclassifications out of accumulated other comprehensive income, or AOCI, and disclose more information about changes in AOCI balances. The Company adopted this ASU in the first quarter of fiscal 2014. The adoption of this standard did not have a material impact on its consolidated financial statements. | ||||||||||
In July 2013, the FASB issued ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which provides guidance for the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The Company will adopt the standard effective July 1, 2014. The adoption of this ASU is not expected to have a material impact on its consolidated financial statements. | ||||||||||
NOTE_3_BUSINESS_COMBINATIONS
NOTE 3 - BUSINESS COMBINATIONS | 12 Months Ended | ||||
Jun. 30, 2014 | |||||
Notes to Financial Statements | ' | ||||
NOTE 3 - BUSINESS COMBINATIONS | ' | ||||
NOTE 3 - BUSINESS COMBINATIONS | |||||
IVS Transaction | |||||
On October 1, 2012, the Company purchased substantially all of the assets of Imperial Valley Seeds, Inc. ("IVS"). Pursuant to the acquisition agreement, the Company purchased substantially all of the assets of IVS not including cash on hand, all accounts and other receivables of IVS, and all inventory of the IVS alfalfa seed business. The Company did not assume any IVS liabilities. The acquisition expanded the Company's sourcing capabilities, product offerings and sales distribution. | |||||
Pursuant to the acquisition agreement, the Company paid the following consideration: cash in the amount of $3,000,000, a five-year unsecured, subordinated promissory note in the principal amount of $500,000, 400,000 shares of the Company's unregistered common stock valued at $2,432,000 and $250,000 to be paid over a five-year period for a non-competition agreement, for total consideration of $6,182,000. The non-compete portion of the consideration will be paid in five annual installments of $50,000 to Fred Fabre, who joined the Company as Vice President of Sales and Marketing concurrently with the closure of IVS. | |||||
The acquisition has been accounted for under the acquisition method of accounting, and the Company valued all assets and liabilities acquired at their estimated fair values on the date of acquisition. Accordingly, the assets and liabilities of the acquired entity were recorded at their estimated fair values at the date of the acquisition. The operating results for IVS have been included in the Company's consolidated financial statements since the acquisition date. | |||||
The purchase price allocation is based on estimates of fair value as follows: | |||||
Technology/IP | $ | 1,044,000 | |||
Customer relationships | 756,333 | ||||
Supply agreement | 1,512,667 | ||||
Trade-name and brands | 1,118,000 | ||||
Non-compete | 349,000 | ||||
Goodwill | 1,402,000 | ||||
Total acquisition cost allocated | $ | 6,182,000 | |||
The purchase price consists of the following: | |||||
Cash | $ | 3,000,000 | |||
Unsecured five-year promissory note | 500,000 | ||||
Non-compete payment obligation | 250,000 | ||||
Common stock | 2,432,000 | ||||
$ | 6,182,000 | ||||
The excess of the purchase price over the fair value of the net assets acquired, amounting to $1,402,000, was recorded as goodwill on the consolidated balance sheet. Goodwill is not amortized for financial reporting purposes, but is amortized for tax purposes. | |||||
Management assigned fair values to the identifiable intangible assets through a combination of the relief from royalty method and the multi-period excess earnings method. | |||||
The useful lives of the acquired IVS intangibles are as follows: | |||||
Useful Lives (Years) | |||||
Technology/IP | 12 | ||||
Customer relationships | 20 | ||||
Supply agreement | 20 | ||||
Trade name | 20 | ||||
Non-compete | 5 | ||||
SGI Transaction | |||||
On April 1, 2013, the Company, together with its wholly owned subsidiary, S&W Seed Australia Pty Ltd, an Australia corporation, acquired all of the issued and outstanding ordinary shares (the "SGI Acquisition") of Seed Genetics International Pty Ltd, an Australia corporation ("SGI"), from SGI's shareholders. | |||||
The SGI Acquisition was consummated pursuant to the terms of a share acquisition agreement (the "Agreement"). Under the Agreement, the Company paid the following consideration: cash in the amount of $5.0 million; 864,865 shares of the Company's unregistered common stock (with a market value of $8,709,191 based upon the closing price of the Company's common stock as reported on the Nasdaq Capital Market on April 1, 2013); and $2,482,317 in the form of a three-year, non-interest bearing, unsecured promissory note (the "Note"), for total consideration of $16,191,508. The original face amount of the Note, $3,000,000, was reduced to $2,482,317 according to the terms of the Agreement because SGI's net working capital was below the net working capital target at the closing. | |||||
The SGI Acquisition has been accounted for as a business combination and the Company valued all assets and liabilities acquired at their estimated fair values on the date of the SGI Acquisition. Accordingly, the assets and liabilities of the acquired entity were recorded at their estimated fair values at the date of the SGI Acquisition. | |||||
The estimated purchase price allocation is based on estimates of fair value as follows: | |||||
Technology/IP | $ | 7,398,000 | |||
Customer relationships | 359,000 | ||||
Grower relationships | 3,250,000 | ||||
Trade-name and brands | 389,000 | ||||
Non-compete | 337,000 | ||||
Goodwill | 3,927,675 | ||||
Current assets | 26,449,843 | ||||
Property, plant, and equipment | 286,431 | ||||
Non-current deferred tax asset | 265,320 | ||||
Current liabilities | -26,485,135 | ||||
Non-current liabilities | -142,506 | ||||
Total acquisition cost allocated | $ | 16,034,628 | |||
The purchase price consists of the following: | |||||
Cash | $ | 5,000,000 | |||
Unsecured five-year promissory note, net of $156,880 debt discount | 2,325,437 | ||||
Common stock | 8,709,191 | ||||
$ | 16,034,628 | ||||
The excess of the purchase price over the fair value of the net assets acquired, amounting to $3,927,675, was recorded as goodwill on the consolidated balance sheet. Goodwill is not amortized for financial reporting purposes, but is amortized for tax purposes. | |||||
Management assigned fair values to the identifiable intangible assets through a combination of the relief from royalty method, the with or without method, and the multi-period excess earnings method. | |||||
The useful lives of the acquired SGI intangibles are as follows: | |||||
Useful Lives (Years) | |||||
Technology/IP | 20 | ||||
Customer relationships | 20 | ||||
Grower relationships | 20 | ||||
Trade-name and brands | 20 | ||||
Non-compete | 5 | ||||
In fiscal 2013, the Company incurred $486,166 of acquisition costs associated with the IVS and SGI transactions which have been recorded in selling, general and administrative expenses on the consolidated statement of operations. | |||||
The following unaudited pro forma financial information presents results as if the acquisitions of IVS and SGI had occurred on July 1, 2012. | |||||
Year Ended June 30 | |||||
(Unaudited) | 2013 | ||||
Revenue | $ | 54,703,923 | |||
Net loss | $ | -1,991,428 | |||
For purposes of the pro forma disclosures above, the primary adjustments for the year ended June 30, 2013 include: i) the elimination of acquisition-related charges of $486,166; ii) amortization of acquired intangibles of $559,438; iii) additional interest expense of $40,620 for the amortization of debt discount and interest expense for the unsecured promissory notes issued in the acquisitions; and iv) adjustments to reflect the additional income tax expense assuming a combined Company's effective tax rate of 34.8 There are no pro forma adjustments for the year June 30, 2014 as this period includes the operations of both SGI and IVS. | |||||
NOTE_4_OTHER_INTANGIBLE_ASSETS
NOTE 4 - OTHER INTANGIBLE ASSETS | 12 Months Ended | |||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||
Notes to Financial Statements | ' | |||||||||||||||||
NOTE 4 - OTHER INTANGIBLE ASSETS | ' | |||||||||||||||||
NOTE 4 - OTHER INTANGIBLE ASSETS | ||||||||||||||||||
Other intangible assets consist of the following: | ||||||||||||||||||
Balance at | Foreign Currency | Balance at | ||||||||||||||||
1-Jul-12 | Additions | Amortization | Translation | 30-Jun-13 | ||||||||||||||
Intellectual property | $ | - | $ | 7,398,000 | $ | -87,700 | $ | -930,366 | $ | 6,379,934 | ||||||||
Trade name | 197,979 | 1,507,000 | -58,909 | -48,920 | 1,597,150 | |||||||||||||
Technology/IP | 157,257 | 1,101,500 | -96,730 | - | 1,162,027 | |||||||||||||
Non-compete | 34,570 | 686,000 | -76,974 | -41,432 | 602,164 | |||||||||||||
GI customer list | 114,623 | - | -7,164 | - | 107,459 | |||||||||||||
Grower relationships | - | 3,250,000 | -38,527 | -408,717 | 2,802,756 | |||||||||||||
Supply agreement | - | 1,512,667 | -56,724 | - | 1,455,943 | |||||||||||||
Customer relationships | 102,224 | 1,115,333 | -39,008 | -45,147 | 1,133,402 | |||||||||||||
$ | 606,653 | $ | 16,570,500 | $ | -461,736 | $ | -1,474,582 | $ | 15,240,835 | |||||||||
Balance at | Foreign Currency | Balance at | ||||||||||||||||
1-Jul-13 | Additions | Amortization | Translation | 30-Jun-14 | ||||||||||||||
Intellectual property | $ | 6,379,934 | $ | - | $ | -324,631 | $ | 191,269 | $ | 6,246,572 | ||||||||
Trade name | 1,597,150 | - | -85,342 | 10,056 | 1,521,864 | |||||||||||||
Technology/IP | 1,162,027 | - | -118,960 | - | 1,043,067 | |||||||||||||
Non-compete | 602,164 | - | -137,595 | 7,199 | 471,768 | |||||||||||||
GI customer list | 107,459 | - | -7,164 | - | 100,295 | |||||||||||||
Grower relationships | 2,802,756 | - | -142,613 | 84,021 | 2,744,164 | |||||||||||||
Supply agreement | 1,455,943 | - | -75,632 | - | 1,380,311 | |||||||||||||
Customer relationships | 1,133,402 | - | -59,955 | 9,283 | 1,082,730 | |||||||||||||
$ | 15,240,835 | $ | - | $ | -951,892 | $ | 301,828 | $ | 14,590,771 | |||||||||
Amortization expense totaled $951,892 and $461,736 for the years ended June 30, 2014 and 2013, respectively. Estimated aggregate remaining amortization expense for each of the five succeeding fiscal years is as follows: | ||||||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | ||||||||||||||
Amortization expense | $ | 949,146 | $ | 949,146 | $ | 940,502 | $ | 940,502 | $ | 940,502 | ||||||||
NOTE_5_PROPERTY_PLANT_AND_EQUI
NOTE 5 - PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended | ||||||
Jun. 30, 2014 | |||||||
Notes to Financial Statements | ' | ||||||
NOTE 5 - PROPERTY, PLANT AND EQUIPMENT | ' | ||||||
NOTE 5 - PROPERTY, PLANT AND EQUIPMENT | |||||||
Components of property, plant and equipment were as follows: | |||||||
June 30, | June 30, | ||||||
2014 | 2013 | ||||||
Land and improvements | $ | 7,698,811 | $ | 7,685,806 | |||
Buildings and improvements | 2,095,362 | 2,074,618 | |||||
Machinery and equipment | 1,397,288 | 1,161,179 | |||||
Vehicles | 332,714 | 220,879 | |||||
Construction in progress | 44,080 | - | |||||
Total property, plant and equipment | 11,568,255 | 11,142,482 | |||||
Less: accumulated depreciation | -1,211,446 | -903,047 | |||||
Property, plant and equipment, net | $ | 10,356,809 | $ | 10,239,435 | |||
Depreciation expense totaled $313,847 and $232,859 for the years ended June 30, 2014 and 2013, respectively. | |||||||
NOTE_6_DEBT
NOTE 6 - DEBT | 12 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Notes to Financial Statements | ' | ||||||||
NOTE 6 - DEBT | ' | ||||||||
NOTE 6 - DEBT | |||||||||
Total debts outstanding are presented on the balance sheet as follows: | |||||||||
30-Jun-14 | 30-Jun-13 | ||||||||
Current portion of long-term debt | |||||||||
Term loan - Wells Fargo | $ | 159,030 | $ | 155,990 | |||||
Term loan - Ally | 8,734 | 8,481 | |||||||
Unsecured subordinate promissory note - related party | 100,000 | 100,000 | |||||||
Promissory note - SGI selling shareholders | - | 482,317 | |||||||
Total current portion | 267,764 | 746,788 | |||||||
Long-term debt, less current portion | |||||||||
Term loan - Wells Fargo | 2,220,803 | 2,379,833 | |||||||
Term loan - Ally | 24,584 | 33,319 | |||||||
Unsecured subordinate promissory note - related party | 300,000 | 400,000 | |||||||
Promissory note - SGI selling shareholders | 2,000,000 | 2,000,000 | |||||||
Debt discount - SGI | -92,756 | -144,194 | |||||||
Total long-term portion | 4,452,631 | 4,668,958 | |||||||
Total debt | $ | 4,720,395 | $ | 5,415,746 | |||||
Since 2011 the Company has had an ongoing revolving credit facility agreement with Wells Fargo Bank, National Association ("Wells Fargo"). | |||||||||
In July 2012, the Company and Wells Fargo agreed to add a new term loan in the amount of $2,625,000 (the "Term Loan"). The Term Loan bears interest at a rate per annum equal to 2.35% above LIBOR as specified in the Term Loan. Under the Term Loan, the Company is also required to pay both monthly and annual principal reduction as follows: The first installment of monthly principal repayments commenced in August 2012 and continued at a fixed amount per month until the first annual increase in July 2013. Thereafter the amount of monthly principal reduction increases in August of each year through August 2018. The last monthly payment will be made in July 2019. The monthly principal repayments range from $8,107 per month through the July 2013 payment up to a high of $9,703 per month in the final year (August 2018 through July 2019). There are annual principal payments in August 2013 and 2014 in the amount of $56,000, with a final installment, consisting of all remaining unpaid principal due and payable in full on July 5, 2019. The Company may prepay the principal at any time, provided that a minimum of the lesser of $100,000 or the entire outstanding principal balance is prepaid at any one time. | |||||||||
On February 21, 2014, the Company entered into new credit agreements with Wells Fargo and thereby became obligated under new working capital facilities (collectively, the "New Facilities"). The New Facilities include (i) a domestic revolving facility of up to $4 million to refinance the Company's outstanding credit accommodations from Wells Fargo and for working capital purposes, and (ii) an export-import revolving facility of up to $10 million for financing export-related accounts receivable and inventory (the "Ex-Im Revolver"). The availability of credit under the Ex-Im Revolver will be limited to an aggregate of 90% of the eligible accounts receivable (as defined under the credit agreement for the Ex-Im Revolver) plus 75% of the value of eligible inventory (also as defined under the credit agreement for the Ex-Im Revolver), with the term "value" defined as the lower of cost or fair market value on a first-in first-out basis determined in accordance with generally accepted accounting principles. All amounts due and owing under the New Facilities must be paid in full on or before April 1, 2015. The New Facilities are secured by a first priority lien on accounts receivables and other rights to payment, general intangibles, inventory, and equipment. The New Facilities are further secured by a lien on, and a pledge of, 65% of the stock of the Company's wholly owned subsidiary, Seed Genetics International Pty Ltd. The Facilities bear interest either (i) at a fluctuating rate per annum determined by Wells Fargo to be 2.25% above the daily one-month LIBOR Rate in effect from time to time, or (ii) at a fixed rate per annum determined to be 2.25% above LIBOR in effect on the first day of the applicable fixed rate term. Interest is payable each month in arrears. | |||||||||
Upon the occurrence of an event of default, as defined under the credit agreement for each of the New Facilities (collectively, the "Credit Agreements"), the principal balance due under the Facilities will thereafter bear interest at a rate per annum that is 4% above the interest rate that is otherwise in effect under the Facilities. The Credit Agreements contains customary representations and warranties, affirmative and negative covenants and customary events of default that permit Wells Fargo to accelerate the Company's outstanding obligations under the New Facilities, all as set forth in the Credit Agreements and related documents. The Credit Agreements restrict stock repurchases by the Company in any one year to $200,000. The financial covenants imposed by Wells Fargo under the Credit Agreements include the following: a consolidated tangible net worth of not less than $30 million, measured quarterly; a consolidated debt service coverage ratio of not less than 1.25 to 1.0, measured at each fiscal year end; a maximum consolidated leverage ratio of 1.50 to 1.00, measured quarterly; a consolidated net income after taxes of not less than $1.00 on a rolling four-quarter basis, measured quarterly; and a consolidated asset coverage ratio of not less than 1.75 to 1.0, measured monthly. | |||||||||
As consideration for the Ex-Im Revolver, the Company is required to pay a one-time, non-refundable commitment fee of $100,000 to Wells Fargo. Pursuant to the terms of a Borrower Agreement between the Company and the Export-Import Bank of the United States (the "Ex-Im Bank"), the Ex-Im Bank agrees to guarantee 90% of amounts outstanding and owing under the Ex-Im Revolver. The Borrower Agreement includes prohibitions against the use of Ex-Im Revolver loan proceeds for certain purposes, including, and not limited to, the following: (i) servicing any of the Registrant's pre-existing or future indebtedness unless approved by the Ex-Im Bank in writing; (ii) acquiring fixed assets or capital assets for use in the Company's business; (iii) acquiring, equipping or renting commercial space outside of the United States; (iv) paying the salaries of non-U.S. citizens or non-U.S. permanent residents who are located outside of the United States, or in connection with a retainage or warranty unless approved by the Ex-Im Bank in writing. The Borrower Agreement also requires the Company to comply with certain minimum security requirements and related borrowing base limitations, including that the export-related borrowing base equal or exceeds the aggregate outstanding amount of loan disbursements. | |||||||||
The outstanding balance on the Wells Fargo working capital facilities was $8.3 million at June 30, 2014. The Company was in compliance with all debt covenants as of June 30, 2014. | |||||||||
On October 1, 2012, the Company issued a five-year subordinated promissory note to Imperial Valley Seeds, Inc. in the principal amount of $500,000 (the "IVS Note"), with a maturity date of October 1, 2017 (the "Maturity Date"). The IVS Note will accrue interest at a rate per annum equal to one-month LIBOR at closing plus 2% (2.2%). Interest will be payable in five annual installments, in arrears, commencing on October 1, 2013, and on each succeeding anniversary thereof through and including the Maturity Date (each, a "Payment Date"), and on the Maturity Date. Amortizing payments of the principal of $100,000 will also be made on each Payment Date, with any remaining outstanding principal and accrued interest payable on the Maturity Date. | |||||||||
In March 2013, the Company entered into a term loan for a vehicle purchase. The loan is payable in 59 monthly installments and matures in February 2018. The loan bears interest at a rate of 2.94% per annum. | |||||||||
On April 1, 2013, the Company issued a three-year subordinated promissory note to the selling shareholders of SGI in the principal amount of US $2,482,317 (the "SGI Note"), with a maturity date of April 1, 2016 (the "SGI Maturity Date"). The SGI note is non-interest bearing. Principal payments of $482,317 were made in October 2013 and the remaining $2,000,000 will be paid at the SGI Maturity Date. Since the note is non-interest bearing, the Company recorded a debt discount of $156,880 at the time of issuance for the estimated net present value of the obligation and accretes the net present value of the SGI Note obligation up to the face value of the SGI Note obligation using the effective interest method as a component of interest expense. Accretion of the debt discount totaled $51,439 and $12,686 for the year ended June 30, 2014 and 2013, respectively. Accretion of the debt discount was charged to interest expense. | |||||||||
SGI finances the purchase of most of its seed inventory from growers pursuant to a seasonal credit facility with National Australia Bank Limited ("NAB"). The current facility expires on January 1, 2015 (the "NAB Facility Agreement") and, as of June 30, 2014, $7,583,405 was outstanding under this facility. | |||||||||
The NAB Facility Agreement comprises several facility lines, including an overdraft facility (AUD $980,000 limit which translates to USD $923,062 at June 30, 2014) and an interchangeable market rate facility and an overseas bills purchased facility (AUD $9,000,000 combined limit which translates to USD $8,477,100 at June 30, 2014). The market rate facility is to be reduced in stages according to the following schedule: AUD $7,000,000 by October 31, 2014; AUD $6,000,000 by November 30, 2014; and AUD $5,500,000 by December 31, 2014. | |||||||||
SGI may access the facilities in combination; however, each facility bears interest at a unique interest rate calculated per pricing period--an interval (ranging from 7 to 180 days) between interest rate adjustments. Each facility's interest rate is calculated as the sum of an applicable indicator rate plus customer margin. The indicator rate for the market rate facility is equal to the "bid rate" quoted on the Bank Bill Swap Bid (BBSY) page of the Reuters Monitor System at or about 10:15 am Sydney Time on the banking date immediately preceding the commencement of the applicable pricing period. Under the market rate facility the customer margin is equal to 2.35% per annum. Currently, SGI's facilities accrue interest at approximately the following effective rates: market rate facility, 6.6% calculated daily; overseas bills purchased facility, 3.6% to 3.9% calculated daily; and overdraft facility, 7.6% calculated daily. | |||||||||
For all NAB facilities, interest is payable each month in arrears. In the event of a default, as defined in the NAB Facility Agreement, the principal balance due under the facilities will thereafter bear interest at an increased rate per annum above the interest rate that would otherwise have been in effect from time to time under the terms of each facility (e.g., the interest rate increases by 4.5% per annum under the market rate and overdraft facilities upon the occurrence of an event of default). | |||||||||
The NAB facility is secured by a fixed and floating lien over all the present and future rights, property and undertakings of SGI. The NAB facility contains customary representations and warranties, affirmative and negative covenants and customary events of default that permit NAB to accelerate SGI's outstanding obligations, all as set forth in the NAB Facility Agreement. SGI was in compliance with all NAB debt covenants at June 30, 2014. | |||||||||
Effective April 21, 2014, the Company agreed to become the guarantor for the NAB Facility and thereby release the SGI's founders from their personal guarantees to NAB. Pursuant to the terms of the guarantee, in the event of a payment default by SGI and the NAB's exhaustion of all available remedies under the NAB Facility, the Company agrees to pay all unpaid amounts due and owing from SGI to NAB under the NAB Facility up to AUD $10.0 million. | |||||||||
The annual maturities of short-term and long-term debt are as follows: | |||||||||
Fiscal Year | Amount | ||||||||
2015 | $ | 267,764 | |||||||
2016 | 2,162,591 | ||||||||
2017 | 178,475 | ||||||||
2018 | 219,052 | ||||||||
2019 | 116,150 | ||||||||
Thereafter | 1,776,363 | ||||||||
Total | $ | 4,720,395 | |||||||
NOTE_7_INCOME_TAXES
NOTE 7 - INCOME TAXES | 12 Months Ended | |||||||||
Jun. 30, 2014 | ||||||||||
Note 7 - Income Taxes | ' | |||||||||
NOTE 7 - INCOME TAXES | ' | |||||||||
NOTE 7 – INCOME TAXES | ||||||||||
Significant components of the provision (benefit) for income taxes from continuing operations are as follows: | ||||||||||
Years Ended June 30, | ||||||||||
2014 | 2013 | |||||||||
Current: | ||||||||||
Federal | $ | 70,046 | $ | -58,560 | ||||||
State | 800 | 4,026 | ||||||||
Foreign | 300,727 | 365,428 | ||||||||
Total current provision | 371,573 | 310,894 | ||||||||
Deferred: | ||||||||||
Federal | -383,324 | -1,576,897 | ||||||||
State | -129,645 | -103,335 | ||||||||
Foreign | 228,512 | 26,215 | ||||||||
Total deferred provision (benefit) | -284,457 | -1,654,017 | ||||||||
(Benefit) provision for income taxes | $ | 87,116 | $ | -1,343,123 | ||||||
The difference between income tax benefits and income taxes computed using the U.S. federal income tax rate are as follows: | ||||||||||
Year Ended June 30, | ||||||||||
2014 | 2013 | |||||||||
Tax expense (benefit) at statutory tax rate | $ | 156,635 | $ | -1,312,111 | ||||||
State taxes (benefit), net of federal tax (benefit) | 8,018 | -60,613 | ||||||||
Permanent differences | 107,630 | 23,823 | ||||||||
Transaction costs | - | 87,144 | ||||||||
Federal and state research credits - current year | -29,181 | -25,326 | ||||||||
Impact of change in federal and state effective income tax rates | -71,466 | - | ||||||||
Foreign rate differential | -69,541 | -52,200 | ||||||||
Other | -14,979 | -3,840 | ||||||||
$ | 87,116 | $ | -1,343,123 | |||||||
The Company recognizes federal and state current tax liabilities or assets based on its estimate of taxes payable to or refundable by tax authorities in the current fiscal year. The Company also recognizes federal and state deferred tax liabilities or assets based on the Company's estimate of future tax effects attributable to temporary differences and carry forwards. The Company records a valuation allowance to reduce any deferred tax assets by the amount of any tax benefits that, based on available evidence and judgment, are not expected to be realized. | ||||||||||
In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which those temporary differences become deductible. The Company considers projected future taxable income and planning strategies in making this assessment. Based on the projections for the taxable income and planning strategies, the Company has determined that it is more likely than not that the deferred tax assets will be realized. Accordingly, no valuation allowance has been recorded as of June 30, 2014 or 2013. | ||||||||||
Significant components of the Company's deferred tax assets are shown below. | ||||||||||
June 30, | ||||||||||
2014 | 2013 | |||||||||
Deferred tax assets: | ||||||||||
Net operating loss carry forwards | $ | 2,844,500 | $ | 2,259,896 | ||||||
Stock compensation | 268,104 | 347,472 | ||||||||
Tax credit carry forwards | 81,290 | 52,110 | ||||||||
Other, net | 142,095 | 511,974 | ||||||||
Total deferred tax assets | 3,335,989 | 3,171,452 | ||||||||
Valuation allowance for deferred tax assets | - | - | ||||||||
Deferred tax assets, net of valuation allowance | 3,335,989 | 3,171,452 | ||||||||
Deferred tax liabilities | ||||||||||
Intangible assets | -147,397 | -287,809 | ||||||||
Fixed assets | -328,197 | -307,709 | ||||||||
Total deferred tax liabilities | -475,594 | -595,518 | ||||||||
Net deferred tax assets | $ | 2,860,395 | $ | 2,575,934 | ||||||
As of June 30, 2014, the Company had federal and state net operating loss carry forwards of approximately $7,565,828 and $4,489,786, respectively, which will begin to expire June 30, 2030, unless previously utilized. The Company has federal research credits of $64,732 which will expire June 30, 2030, unless previously utilized. The Company has state research credits of $25,089 that do not expire. | ||||||||||
As of June 30, 2014, the Company has not provided for U.S. federal and state income taxes and foreign withholding taxes on approximately $2,123,000 of undistributed earnings of its foreign subsidiary as these earnings are considered indefinitely reinvested outside of the United States. Determination of the amount of any potential unrecognized deferred income tax liability is not practicable due to the complexities of the hypothetical calculation. If management decides to repatriate such foreign earnings in future periods, the Company may incur incremental U.S. federal and state income taxes as well as foreign withholding taxes. However, the Company's intent is to keep these funds indefinitely reinvested outside the U.S. and its current plans do not demonstrate a need to repatriate them to fund our U.S. operations. | ||||||||||
The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. While the Company believes that it has appropriate support for the positions taken on its tax returns, the Company regularly assesses the potential outcome of examinations by tax authorities in determining the adequacy of its provision for income taxes. | ||||||||||
The Company believes that it has appropriate support for the income tax positions taken on its tax returns and that its accruals for tax liabilities are adequate for all open years based on an assessment of many factors, including past experience and interpretations of tax law applied to the facts of each matter. The Company is open for audit for all years since the entity became a corporation. | ||||||||||
The Company's policy is to recognize interest expense and penalties related to income tax matters as a component of income tax expense. The Company has not accrued interest and penalties associated with uncertain tax positions as of June 30, 2014. The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months. | ||||||||||
On September 13, 2013, the U.S. Treasury Department released final income tax regulations on the deduction and capitalization of expenditures related to tangible property. These final regulations apply to tax years beginning on or after January 1, 2014, and may be adopted in earlier years. The Company does not intend to early adopt the tax treatment of expenditures to improve tangible property and the capitalization of inherently facilitative costs to acquire tangible property as of July 1, 2013. The tangible property regulations will require the Company to make additional tax accounting method changes as of July 1, 2014, however the Company does not anticipate the impact of these changes to be material to the consolidated financial statements. | ||||||||||
NOTE_8_STOCKHOLDERS_EQUITY
NOTE 8 - STOCKHOLDERS' EQUITY | 12 Months Ended | ||||||||||
Jun. 30, 2014 | |||||||||||
Notes to Financial Statements | ' | ||||||||||
NOTE 8 - STOCKHOLDERS' EQUITY | ' | ||||||||||
NOTE 8 - STOCKHOLDERS' EQUITY | |||||||||||
On May 7, 2010, the Company closed its initial public offering ("IPO") of 1,400,000 units, which priced at $11.00 per unit, raising gross proceeds of $15,400,000. Each unit consisted of two shares of common stock, one Class A warrant and one Class B warrant. In connection with the IPO, the Company issued Representative's Warrants to Paulson Investment Company, Inc. and Feltl and Company to purchase up to an aggregate of 140,000 units at $13.20, expiring May 3, 2015. | |||||||||||
Prior to the completion of the Company's redemption of the Class A warrants, each Class A warrant entitled its holder to purchase one share of the Company's common stock at an exercise price of $7.15. The Class A warrants were redeemable at the Company's option for $0.25 upon 30 days' prior written notice beginning November 3, 2010, provided certain conditions were met. The Class A warrants were redeemable provided that the Company's common stock closed at a price at least equal to $8.80 for at least five consecutive trading days. On March 12, 2013, the Company announced that it had exercised its option to call for redemption the Class A warrants. As of June 30, 2013, 1,372,641 shares of common stock were issued as a result of 1,372,641 Class A warrants being exercised at a price of $7.15. The Company received proceeds, net of fees and expenses, of $9,366,212 during the year ended June 30, 2013. The 27,359 remaining Class A Warrants that were not exercised by the deadline were redeemed by the Company for a price of $0.25 each, for an aggregate redemption cost to the Company of $6,765. There are no remaining Class A Warrants outstanding. | |||||||||||
Each Class B warrant entitles its holder to purchase one share of common stock at an exercise price of $11.00. The Class B warrants are exercisable at any time until their expiration on May 3, 2015. The Class B warrants are redeemable at the Company's option for $0.25 upon 30 days' prior written notice beginning November 3, 2010, provided certain conditions are met. The Class B warrants are redeemable on the same terms as the Class A warrants, provided the Company's common stock has closed at a price at least equal to $13.75 for five consecutive trading days. | |||||||||||
On May 7, 2012, the Company issued 73,000 shares of restricted common stock to certain members of the executive management team. The restricted common shares vest annually in equal installments over a three-year period, commencing one year from the date of the grant. | |||||||||||
On May 23, 2012, the Company closed its underwritten public offering of 1,000,000 common shares, which priced at $5.50 per share. The Company received total proceeds, net of underwriting discounts and equity offering costs, of $5,006,311. In connection with the offering, the Company issued Representative's Warrants to Rodman & Renshaw LLC to purchase up to an aggregate of 50,000 shares of the Company's common stock at an exercise price of $6.875 per share, which expire on February 8, 2017. | |||||||||||
On September 24, 2012, the Company sold 600,000 unregistered shares of its common stock for $5.85 per share, to one accredited investor. The Company received total proceeds, net of equity offering costs, of $3,462,586. | |||||||||||
On October 1, 2012, the Company issued 400,000 shares of the Company's unregistered common stock pursuant to the acquisition agreement with IVS. The common stock issued was valued at $2,432,000. | |||||||||||
On January 16, 2013, the Company closed its underwritten public offering of 1,400,000 common shares, which priced at $7.50 per share. The Company received total proceeds, net of underwriting discounts and equity offering costs, of $9,413,638. | |||||||||||
On March 16, 2013, the Company issued 280,000 restricted stock units to certain members of the executive management team. See Note 12 for discussion on equity-based compensation. | |||||||||||
During March 2013, the Company issued 30,597 shares of common stock pursuant to a cashless exercise of a total of 50,000 other warrants which were issued in May 2010 at an exercise price of $4.00. The 50,000 warrants have been cancelled and they are no longer outstanding. The common stock issuance was recorded at par value with no change to net equity balances. | |||||||||||
During March 2013, Paulson Investment Company, Inc. exercised 10,500 of its underwriter warrants at an exercise price of $13.20 which resulted in the Company issuing 21,000 shares of common stock, 10,500 A warrants and 10,500 B warrants. The Company received $138,600 in proceeds from this exercise. During March 2013, Paulson Investment Company, Inc. also exercised 10,500 of the A warrants generating proceeds of $75,075. | |||||||||||
In April 2013, the Company issued 12,000 restricted common shares to terminate a consulting contract. The common stock issued was valued at $109,920 and was based on the fair value of the stock on the date of issuance. | |||||||||||
In July 2013, the Company issued 30,028 shares for the settlement of RSU's which vested in July 2013. The shares issued to settle the vested RSU's were net of the required minimum employee payroll tax withholdings of $141,488 paid by the Company. | |||||||||||
In October 2013, the Company issued 9,369 shares for the settlement of RSU's which vested in October 2013. The shares issued to settle the vested RSU's were net of the required minimum employee payroll tax withholdings of $33,354 paid by the Company. | |||||||||||
In January 2014, the Company issued 9,190 shares for the settlement of RSU's which vested in January 2014. The shares issued to settle the vested RSU's were net of the required minimum employee payroll tax withholdings of $31,768 paid by the Company. | |||||||||||
In April 2014, the Company issued 8,970 shares for the settlement of RSU's which vested on April 1, 2014. The shares issued to settle the vested RSU's were net of the required minimum employee payroll tax withholdings of $35,081 paid by the Company. | |||||||||||
During April 2014, Paulson Investment Company, Inc. exercised 10,500 of its underwriter warrants at an exercise price of $13.20 which resulted in the Company issuing 21,000 shares of common stock, 10,500 A warrants and 10,500 B warrants. The Company received $138,600 in proceeds from this exercise. During April 2014, Paulson Investment Company, Inc. also exercised 10,500 of the A warrants generating proceeds of $75,075. | |||||||||||
The Company re-purchased 25,000 shares of common stock for $134,196 during the year ended June 30, 2014 pursuant to its previously announced share repurchase program. | |||||||||||
The following table summarizes the warrants outstanding at June 30, 2014: | |||||||||||
Grant | Warrants | Exercise Price | Expiration | ||||||||
Date | Outstanding | Per Share / Unit | Date | ||||||||
Class B warrants | May-10 | 1,421,000 | $ 11.00 | May-15 | |||||||
Underwriter warrants - units | May-10 | 119,000 | $ 13.20 | May-15 | |||||||
Underwriter warrants | May-12 | 50,000 | $ 6.88 | Feb-17 | |||||||
1,590,000 | |||||||||||
The Company is authorized to issue up to 50,000,000 shares of its $0.001 par value common stock. At June 30, 2014, there were 11,665,093 shares issued and 11,640,093 shares outstanding. At June 30, 2013, there were 11,584,101 shares issued and outstanding. | |||||||||||
See Note 12 for discussion on equity-based compensation. | |||||||||||
NOTE_9_FOREIGN_CURRENCY_CONTRA
NOTE 9 - FOREIGN CURRENCY CONTRACTS | 12 Months Ended |
Jun. 30, 2014 | |
Note 9 - Foreign Currency Contracts | ' |
NOTE 9 - FOREIGN CURRENCY CONTRACTS | ' |
NOTE 9 – FOREIGN CURRENCY CONTRACTS | |
The Company's subsidiary SGI 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 under ASC 815; accordingly, changes in the fair value are recorded in current period earnings. These foreign currency contracts have a notional value of $716,264 at June 30, 2014 and maturities range from August to September 2014. | |
The Company records an asset or liability on the balance sheet for the fair value of the foreign currency forward contracts. The foreign currency contract asset totaled $627 at June 30, 2014 and a liability totaled $663,043 at June 30, 2013. The Company recorded a gain on foreign exchange contracts of $111,815 which is reflected in cost of revenue for the year ended June 30, 2014. The Company recorded a loss on foreign exchange contracts of $778,478 during the year ended June 30, 2013, which is reflected in cost of revenue. | |
NOTE_10_COMMITMENTS_AND_CONTIN
NOTE 10 - COMMITMENTS AND CONTINGENCIES | 12 Months Ended | ||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||
Notes to Financial Statements | ' | ||||||||||||||||||
NOTE 10 - COMMITMENTS AND CONTINGENCIES | ' | ||||||||||||||||||
NOTE 10 - COMMITMENTS AND CONTINGENCIES | |||||||||||||||||||
Contingencies | |||||||||||||||||||
The Company is not currently a party to any pending or threatened legal proceedings. Based on information currently available, management is not aware of any matters that would have a material adverse effect on the Company's financial condition, results of operations or cash flows. | |||||||||||||||||||
Commitments | |||||||||||||||||||
The following table sets forth the Company's estimates of future lease payment obligations as of June 30, 2014: | |||||||||||||||||||
2020 and | |||||||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | beyond | ||||||||||||||
Operating lease obligations | $ | 569,437 | $ | 633,385 | $ | 648,080 | $ | 302,841 | $ | 235,500 | $ | 1,373,750 | |||||||
At June 30, 2014, the Company had approximately $26 million of purchase commitments related to its inventories. | |||||||||||||||||||
NOTE_11_RELATED_PARTY_TRANSACT
NOTE 11 - RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jun. 30, 2014 | |
Notes to Financial Statements | ' |
NOTE 11 - RELATED PARTY TRANSACTIONS | ' |
NOTE 11 - RELATED PARTY TRANSACTIONS | |
Grover T. Wickersham, the Company's Chairman of the Board, has a non-controlling ownership interest in Triangle T Partners, LLC ("TTP") and served as a member of its Board of Managers until his resignation in December 2012. | |
The Company used the services of TTP employees and TTP equipment in connection with harvesting certain alfalfa seed fields farmed by S&W during the first quarter of fiscal 2014. In addition, the Company purchased alfalfa seed from TTP. The Company incurred $213,515 and $0 of charges from TTP for its services and costs in connection with farming operations and seed purchases during the years ended June 30, 2014 and 2013, respectively. | |
Amounts due to TTP totaled $100,500 and $30,045 at June 30, 2014 and 2013, respectively. | |
Glen D. Bornt, a member of the Company's Board of Directors, is the founder and President of Imperial Valley Milling Co. ("IVM"). He is its majority shareholder and a member of its Board of Directors. Fred Fabre, the Company's Vice President of Sales and Marketing, is a minority shareholder of IVM. IVM had a 15-year supply agreement with Imperial Valley Seeds, Inc., and this agreement was assigned by IVS to the Company when it purchased the assets of IVS in October 2012. IVM contracts with alfalfa seed growers in California's Imperial Valley and sells its growers' seed to the Company pursuant to a supply agreement. Under the terms of the supply agreement, IVM's entire certified and uncertified alfalfa seed production will be offered and sold to the Company, and the Company will have the exclusive option to purchase all or any portion of IVM's seed production. The Company paid $12,506,088 to IVM during the year ended June 30, 2014. Total amounts due to IVM totaled $651,611 and $863,884 at June 30, 2014 and 2013, respectively. | |
Simon Pengelly, SGI's Chief Financial Officer, has a non-controlling ownership interest in the partnership Bungalally Farms (BF). During the period April 1, 2013 to June 30, 2014, BF was one of SGI's contract alfalfa seed growers. SGI currently has entered into seed production contracts with BF on the same commercial terms and conditions as with the other growers with whom SGI contracts for alfalfa seed production. For the fourth quarter of fiscal 2013 and the year ended June 30, 2014, the Company purchased a total of $884,097 of alfalfa seed which BF grew and sold to SGI under contract seed production agreements. SGI currently has seed production agreements with BF for 123 hectares of various seed varieties as part of its contract production for which SGI paid BF the same price it agreed to pay its other growers. Mr. Pengelly did not personally receive any portion of these funds. Amounts due to BF totaled $373,341 at June 30, 2014 and $428,379 at June 30, 2013. | |
NOTE_12_EQUITYBASED_COMPENSATI
NOTE 12 - EQUITY-BASED COMPENSATION | 12 Months Ended | |||||||||||
Jun. 30, 2014 | ||||||||||||
Notes to Financial Statements | ' | |||||||||||
NOTE 12 - EQUITY-BASED COMPENSATION | ' | |||||||||||
NOTE 12 - EQUITY-BASED COMPENSATION | ||||||||||||
2009 Equity Incentive Plan | ||||||||||||
In October 2009 and January 2010, the Company's Board of Directors and stockholders, respectively, approved the 2009 Equity Incentive Plan (the "2009 Plan"). The plan authorized the grant and issuance of options, restricted shares and other equity compensation to the Company's directors, employees, officers and consultants, and those of the Company's subsidiaries and parent, if any. In October 2012 and December 2012, the Company's Board of Directors and stockholders, respectively, approved the amendment and restatement of the 2009 Plan, including an increase in the number of shares available for issuance as grants and awards under the Plan to 1,250,000 shares. In September 2013 and December 2013, the Company's Board of Directors and stockholders, respectively, approved the amendment and restatement of the 2009 Plan, including an increase in the number of shares available for issuance as grants and awards under the Plan to 1,700,000 shares. | ||||||||||||
The term of incentive stock options granted under the 2009 Plan may not exceed ten years, or five years for incentive stock options granted to an optionee owning more than 10% of the Company's voting stock. The exercise price of options granted under the 2009 Plan must be equal to or greater than the fair market value of the shares of the common stock on the date the option is granted. An incentive stock option granted to an optionee owning more than 10% of voting stock must have an exercise price equal to or greater than 110% of the fair market value of the common stock on the date the option is granted. | ||||||||||||
The Company has adopted ASC 718, Stock Compensation, ("ASC 718"). ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost will be recognized over the period during which an employee is required to provide services in exchange for the award. | ||||||||||||
The Company accounts for equity instruments, including stock options, issued to non-employees in accordance with authoritative guidance for equity-based payments to non-employees (FASB ASC 505-50). Stock options issued to non-employees are accounted for at their estimated fair value. The fair value of options granted to non-employees is re-measured as they vest. | ||||||||||||
For stock-based awards granted, the Company amortizes stock-based compensation expense on a straight-line basis over the requisite service period. | ||||||||||||
The fair value of employee option grants are estimated on the date of grant and the fair value of options granted to non-employees are re-measured as they vest. Fair value is calculated using a lattice model. The weighted average assumptions used in the models are outlined in the following table: | ||||||||||||
Employee Options | Non-Employee Options | |||||||||||
June 30, | June 30, | |||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||
Risk-free rate of interest | 1.30% - 1.49% | 0.63% | - | - | ||||||||
Dividend yield | 0% | 0% | - | - | ||||||||
Volatility of common stock | 44% - 47% | 45% | - | - | ||||||||
Exit / attrition rates | 25% - 30% | 20% - 25% | - | - | ||||||||
Target exercise factor | 1.25 - 1.54 | 1.5 - 1.75 | - | - | ||||||||
On December 8, 2012, the Company granted 175,000 stock options to its directors, officers, and employees at an exercise price of $7.20, which was the closing price for the Company's common stock on the date of grant. These options vest in equal quarterly installments over one- and three-year periods, commencing on January 1, 2013, and expire five years from the date of grant. During the year ended June 30, 2014, the Company granted 270,000 stock options to its officers and employees at exercise prices ranging from $5.94 to $8.29, which was the closing price for the Company's common stock on the date of grants. These options vest in equal quarterly installments over periods ranging from six months to three-years and expire five years from the date of grant. | ||||||||||||
A summary of stock option activity for the years ended June 30, 2013 and 2014 is presented below: | ||||||||||||
Weighted - | ||||||||||||
Weighted - | Average | |||||||||||
Average | Remaining | |||||||||||
Number | Exercise Price | Contractual | ||||||||||
Outstanding | Per Share | Life (Years) | ||||||||||
Outstanding at June 30, 2012 | 677,000 | $ | 4.08 | 3.4 | ||||||||
Granted | 175,000 | 7.20 | 4.5 | |||||||||
Exercised | -21,875 | 4.09 | 0.2 | |||||||||
Canceled/forfeited/expired | -3,125 | 4.20 | 3.3 | |||||||||
Outstanding at June 30, 2013 | 827,000 | 4.74 | 2.8 | |||||||||
Granted | 270,000 | 6.44 | 4.5 | |||||||||
Exercised | - | - | - | |||||||||
Canceled/forfeited/expired | -10,000 | 4.10 | 1.6 | |||||||||
Outstanding at June 30, 2014 | 1,087,000 | 5.17 | 2.5 | |||||||||
Options vested and exercisable at June 30, 2014 | 825,417 | $ | 4.74 | 1.9 | ||||||||
The weighted average grant date fair value of options granted and outstanding at June 30, 2014 was $0.83. At June 30, 2014, the Company had $226,955 of unrecognized stock compensation expense, net of estimated forfeitures, related to the options under the 2009 Plan, which will be recognized over the weighted average remaining service period of 0.57 years. The Company settles employee stock option exercises with newly issued shares of common stock. | ||||||||||||
On May 7, 2012, the Company issued 73,000 shares of restricted common stock to certain members of the executive management team. The restricted common shares vest annually in equal installments over a three-year period, commencing one year from the date of the grant. The Company recorded $146,000 of stock-based compensation expense associated with this grant during the years ended June 30, 2014 and 2013, respectively. The value of the award was based on the closing stock price on the date of grant. | ||||||||||||
A summary of activity related to non-vested restricted shares is presented below: | ||||||||||||
Year Ended June 30, 2014 | ||||||||||||
Weighted - | ||||||||||||
Weighted - | Average | |||||||||||
Number of | Average | Remaining | ||||||||||
Nonvested | Grant Date | Contractual | ||||||||||
Restricted Shares | Fair Value | Life (Years) | ||||||||||
Beginning nonvested restricted shares outstanding | 48,666 | $ | 6.00 | - | ||||||||
Granted | - | - | - | |||||||||
Vested | -24,334 | - | - | |||||||||
Forfeited | - | - | - | |||||||||
Ending nonvested restricted shares outstanding | 24,332 | $ | 6.00 | 0.9 | ||||||||
At June 30, 2014, the Company had $124,341 of unrecognized stock compensation expense related to the restricted stock grants, which will be recognized over the weighted average remaining service period of 0.9 years. | ||||||||||||
On March 16, 2013, the Company issued 280,000 restricted stock units to certain members of the executive management team. The restricted stock units have varying vesting periods whereby 34,000 restricted stock units vest on July 1, 2013 and the remaining 246,000 restricted stock units vest quarterly in equal installments over a four and one-half year period, commencing on July 1, 2013. The Company recorded $577,299 and $526,931 of stock-based compensation expense associated with this grant during the years ended June 30, 2014 and 2013, respectively. The fair value of the award was $2,984,800 and was based on the closing stock price on the date of grant. | ||||||||||||
A summary of activity related to non-vested restricted share units is presented below: | ||||||||||||
Year Ended June 30, 2014 | ||||||||||||
Weighted - | ||||||||||||
Number of | Weighted - | Average | ||||||||||
Nonvested | Average | Remaining | ||||||||||
Restricted | Grant Date | Contractual | ||||||||||
Share Units | Fair Value | Life (Years) | ||||||||||
Beginning nonvested restricted units outstanding | 280,000 | $ | 10.66 | - | ||||||||
Granted | - | - | - | |||||||||
Vested | -88,664 | - | - | |||||||||
Forfeited | - | - | - | |||||||||
Ending nonvested restricted units outstanding | 191,336 | $ | 10.66 | 3.3 | ||||||||
At June 30, 2014, the Company had $1,880,571 of unrecognized stock compensation expense related to the restricted stock units, which will be recognized over the weighted average remaining service period of 3.3 years. | ||||||||||||
At June 30, 2014 there were 225,000 shares available under the 2009 Plan for future grants and awards. Stock-based compensation expense recorded for stock options, restricted stock grants and restricted stock units for the years ended June 30, 2014 and 2013 totaled $872,712 and $943,974, respectively. | ||||||||||||
NOTE_13_NONCASH_INVESTING_AND_
NOTE 13 - NON-CASH INVESTING AND FINANCING ACTIVITIES FOR STATEMENTS OF CASH FLOWS | 12 Months Ended | ||||||
Jun. 30, 2014 | |||||||
Supplemental Cash Flow Elements [Abstract] | ' | ||||||
NOTE 13 - NON-CASH INVESTING AND FINANCING ACTIVITIES FOR STATEMENTS OF CASH FLOWS | ' | ||||||
NOTE 13 - NON-CASH INVESTING AND FINANCING ACTIVITIES FOR STATEMENTS OF CASH FLOWS | |||||||
The below table represents supplemental information to the Company's Statements of Cash Flows for non-cash investing and financing activities during the years ended June 30, 2014 and 2013, respectively. | |||||||
Years Ended | |||||||
June 30, | |||||||
2014 | 2013 | ||||||
Net assets acquired in business acquisitions with issuances of notes payable and common stock | $ | - | $ | 14,216,627 | |||
Common stock issued for cashless exercise of common stock warrants | - | 31 | |||||
Common stock issued for cashless exercise of common stock options | - | 6 | |||||
Shares forfeited in lieu of payroll tax withholdings by stock award recipients | - | 97,938 | |||||
(Increase) decrease in non-cash net assets of subsidiary due to foreign currency translation gain (loss) | 435,069 | 2,103,836 | |||||
Vehicle acquired with note payable | - | 44,573 | |||||
NOTE_14_SUBSEQUENT_EVENTS
NOTE 14 - SUBSEQUENT EVENTS | 12 Months Ended |
Jun. 30, 2014 | |
Note 14 - Subsequent Events | ' |
Note 14 - SUBSEQUENT EVENTS | ' |
NOTE 14 - SUBSEQUENT EVENTS | |
In July 2014, the Company issued 9,354 shares for the settlement of RSU's which vested on July 1, 2014. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||||||||
Jun. 30, 2014 | ||||||||||
Notes to Financial Statements | ' | |||||||||
Principles of Consolidation | ' | |||||||||
Basis of Presentation and Principles of Consolidation | ||||||||||
The Company maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"). | ||||||||||
The consolidated financial statements include the accounts of Seed Holding, LLC and its other wholly-owned subsidiaries, S&W Australia which owns 100% of SGI, and Stevia California, LLC. All significant intercompany balances and transactions have been eliminated. | ||||||||||
Use of Estimates | ' | |||||||||
Use of Estimates | ||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates are adjusted to reflect actual experience when necessary. Significant estimates and assumptions affect many items in the financial statements. These include allowance for doubtful trade receivables, sales returns and allowances, inventory valuation and obsolescence, 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. | ||||||||||
Certain Risks and Concentrations | ' | |||||||||
Certain Risks and Concentrations | ||||||||||
The Company's revenue is principally derived from the sale of alfalfa seed, the market for which is highly competitive. The Company depends on a core group of significant customers. Two customers accounted for 21% of its net revenue for the year ended June 30, 2014 and one customer accounted for 24% of its net revenue for the year ended June 30, 2013. | ||||||||||
One customer accounted for 32% of the Company's accounts receivable at June 30, 2014. Three customers accounted for 41% of the Company's accounts receivable at June 30, 2013. | ||||||||||
Sales direct to international customers represented 81% and 73% of revenue during the years ended June 30, 2014 and 2013, respectively. As of June 30, 2014, approximately 3% of the net book value of fixed assets were located outside of the United States. | ||||||||||
The following table shows revenues from external customers by country: | ||||||||||
Years Ended June 30, | ||||||||||
2014 | 2013 | |||||||||
Saudi Arabia | $ | 13,015,864 | 25% | $ | 17,671,705 | 47% | ||||
United States | 9,553,198 | 19% | 8,952,824 | 24% | ||||||
Libya | 5,341,139 | 10% | 3,129,918 | 8% | ||||||
Australia | 4,526,552 | 9% | 599,945 | 2% | ||||||
France | 1,501,955 | 3% | 357,108 | 1% | ||||||
Other | 17,594,935 | 34% | 6,626,758 | 18% | ||||||
Total | $ | 51,533,643 | 100% | $ | 37,338,258 | 100% | ||||
International Operations | ' | |||||||||
International Operations | ||||||||||
The Company translates its foreign operations' asset 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. Gains or losses from foreign currency transactions are included in the consolidated statement of operations. | ||||||||||
Revenue Recognition | ' | |||||||||
Revenue Recognition | ||||||||||
The Company derives its revenue primarily from sale of seed and other crops and milling services. Revenue from seed and other crop sales is recognized when risk and title to the product is transferred to the customer, which usually occurs at the time of shipment. | ||||||||||
When the right of return exists in the Company's seed business, sales revenue is reduced at the time of sale to reflect expected returns. In order to estimate the expected returns, management analyzes historical returns, economic trends, market conditions and changes in customer demand. At June 30, 2014, no customers had the right of return. | ||||||||||
The Company recognizes revenue from milling services according to the terms of the sales agreements and when delivery has occurred, performance is complete, no right of return exists and pricing is fixed or determinable at the time of sale. | ||||||||||
Additional conditions for recognition of revenue for all sales include the requirements that the collection of sales proceeds must be reasonably assured based on historical experience and current market conditions, the sales price is fixed and determinable and that there must be no further performance obligations under the sale. | ||||||||||
The Company also recognizes revenue from the sale of its products to customers on bill-and-hold arrangements when all of the following have been satisfied: (i) risk of ownership must be passed to the buyer; (ii) customer must have a fixed commitment to purchase the goods; (iii) buyer, not the Company, must request that the transaction be on bill-and-hold basis; (iv) There must be a fixed schedule for delivery of goods; (v) The Company must not have specific performance obligations such that the earning process is not complete; (vi) ordered goods must be segregated from the Company's inventory and not subject to being used to fill other orders and (vii) product must be complete and ready for shipment. Sales related to bill-and-hold arrangements were $5.0 and $2.5 million for the years ended June 30, 2014 and 2013, respectively. | ||||||||||
Shipping and Handling Costs | ' | |||||||||
Shipping and Handling Costs | ||||||||||
The Company records purchasing and receiving costs, inspection costs and warehousing costs in cost of goods sold. In some instances, the Company is not obligated to pay for shipping or any costs associated with delivering its products to its customers. In these instances, costs associated with the shipment of products are not included in the Company's consolidated financial statements. 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 goods sold. | ||||||||||
Cash and Equivalents | ' | |||||||||
Cash and Cash Equivalents | ||||||||||
For financial statement presentation purposes, the Company considers time deposits, certificates of deposit and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. Cash and cash equivalents consist of the following: | ||||||||||
June 30, | June 30, | |||||||||
2014 | 2013 | |||||||||
Cash | $ | 1,046,201 | $ | 10,356,527 | ||||||
Money market funds | 121,302 | 1,424,547 | ||||||||
$ | 1,167,503 | $ | 11,781,074 | |||||||
The Company maintains cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC"). Accounts are guaranteed by the FDIC up to $250,000 under current regulations. Cash equivalents held in money market funds are not FDIC insured. Cash deposits with these banks may exceed the amount of insurance provided on such deposits; however, these deposits typically may be redeemed upon demand and, therefore, bear minimal risk. The Company had approximately $796,201 and $10,106,527 in excess of FDIC insured limits at June 30, 2014 and 2013, respectively. | ||||||||||
Accounts Receivable | ' | |||||||||
Accounts Receivable | ||||||||||
The Company provides an allowance for doubtful trade receivables equal to the estimated uncollectible amounts. That estimate is based on historical collection experience, current economic and market conditions and a review of the current status of each customer's trade accounts receivable. The allowance for doubtful trade receivables was $72,556 and $22,869 at June 30, 2014 and 2013, respectively. | ||||||||||
Inventories | ' | |||||||||
Inventories | ||||||||||
Inventory | ||||||||||
Inventories consist of alfalfa seed purchased from the Company's growers under production contracts, alfalfa seed produced from its own farming operations, and packaging materials. | ||||||||||
Inventories are stated at the lower of cost or market, and an inventory reserve would permanently reduce 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. | ||||||||||
The Company's subsidiary SGI does not fix the final price for seed payable to its growers until the completion of a given year's sales cycle pursuant to its standard contract production agreement. SGI records an estimated unit price; accordingly, inventory, cost of goods sold and gross profits are based upon management's best estimate of the final purchase price to growers. | ||||||||||
Inventory is periodically reviewed to determine if it is marketable, obsolete or impaired. Inventory that is determined to not be marketable is written down to market value. Inventory that is determined to be obsolete or impaired is written off to expense at the time the impairment is identified. Because the germination rate, and therefore the quality, of alfalfa seed improves over the first year of proper storage, inventory obsolescence for alfalfa seed is not a material concern. The Company sells its inventory to distributors, dealers and directly to growers. | ||||||||||
Growing Crops | ||||||||||
Expenditures on growing crops are valued at the lower of cost or market and are deferred and charged to cost of products sold when the related crop is harvested and sold. The deferred growing costs included in inventories in the consolidated balance sheets consist primarily of labor, lease payments on land, interest expense on farmland, cultivation, on-going irrigation, harvest and fertilization costs. Costs included in growing crops relate to the current crop year. Costs that are to be realized over the life of the crop are reflected in crop production costs. | ||||||||||
Components of inventory are: | ||||||||||
June 30, | June 30, | |||||||||
2014 | 2013 | |||||||||
Raw materials and supplies | $ | 173,922 | $ | 39,654 | ||||||
Work in progress and growing crops | 3,990,678 | 4,187,755 | ||||||||
Finished goods | 24,320,984 | 21,595,058 | ||||||||
$ | 28,485,584 | $ | 25,822,467 | |||||||
Crop Production Costs | ' | |||||||||
Crop Production Costs | ||||||||||
Expenditures on crop production costs are valued at the lower of cost or market and are deferred and charged to cost of products sold when the related crop is harvested and sold. The deferred crop production costs included in the consolidated balance sheets consist primarily of the cost of plants and the transplanting, stand establishment costs, intermediate life irrigation equipment and land amendments and preparation. Crop production costs are estimated to have useful lives of three to five years depending on the crop and nature of the expenditure and are amortized to growing crop inventory each year over the estimated life of the crop. | ||||||||||
Components of crop production costs are: | ||||||||||
June 30, | June 30, | |||||||||
2014 | 2013 | |||||||||
Alfalfa seed production | $ | 1,747,429 | $ | 1,497,695 | ||||||
Alfalfa hay | 16,885 | 84,904 | ||||||||
Wheat and triticale | 187,786 | - | ||||||||
Total crop production costs, net | $ | 1,952,100 | $ | 1,582,599 | ||||||
Property, Plant and Equipment | ' | |||||||||
Property, Plant and Equipment | ||||||||||
Property, plant and equipment are stated at cost less accumulated depreciation. The cost of plant and equipment is depreciated using the straight-line method over the estimated useful life of the asset - periods of approximately 18-28 years for buildings, 3-7 years for machinery and equipment and 3-5 years for vehicles. Long-lived assets are reviewed for impairment whenever in management's judgment conditions indicate a possible loss. Such impairment tests compare estimated undiscounted cash flows to the recorded value of the asset. If an impairment is indicated, the asset is written down to its fair value or, if fair value is not readily determinable, to an estimated fair value based on discounted cash flows. Fully depreciated assets are retained in property, plant and equipment and accumulated depreciation accounts until they are removed from service. In case of disposals of assets, the assets and related accumulated depreciation are removed from the accounts, and the net amounts after proceeds from disposal are credited or charged to income. | ||||||||||
Intangible Assets | ' | |||||||||
Intangible Assets | ||||||||||
Intangible assets acquired in business acquisitions are reported at their initial fair value less accumulated amortization. Intangible assets acquired in the acquisition of the customer list in July 2011 and the acquisition of proprietary alfalfa germ-plasm in August 2012 are reported at their initial cost less accumulated amortization. See Note 3 and Note 4 for further discussion. The intangible assets are amortized based on useful lives ranging from 3-20 years. | ||||||||||
Goodwill and Other Intangible Assets Not Subject to Amortization | ' | |||||||||
Goodwill and Other Intangible Assets Not Subject to Amortization | ||||||||||
The Company periodically reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist. Goodwill and certain intangible assets are assessed annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. The Company has the option to review goodwill on a qualitative basis first. If it is more likely than not that impairment is present the Company, then must evaluate Goodwill for impairment using a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The Company uses Level 3 inputs and a discounted cash flow methodology to estimate the fair value of a reporting unit. A discounted cash flow analysis requires one to make various judgmental assumptions including assumptions about future cash flows, growth rates, and discount rates. The assumptions about future cash flows and growth rates are based on the Company's budget and long-term plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit. The Company conducted a qualitative assessment of goodwill and other intangibles and determined that it was more likely than not there was no impairment. | ||||||||||
Purchase Accounting | ' | |||||||||
Purchase Accounting | ||||||||||
The Company accounts for acquisitions pursuant to Accounting Standards Codification ("ASC") No. 805, Business Combinations. The Company records all acquired tangible and intangible assets and all assumed liabilities based upon their estimated fair values. | ||||||||||
Research and Development Costs | ' | |||||||||
Research and Development Costs | ||||||||||
The Company is engaged in ongoing research and development ("R&D") of proprietary seed and stevia varieties. The Company accounts for R&D under standards issued by the Financial Accounting Standards Board ("FASB"). Under these standards, 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. The amortization and depreciation for such capitalized assets are charged to R&D expenses. | ||||||||||
Stock-Based Compensation | ' | |||||||||
Stock-Based Compensation | ||||||||||
The Company has in effect a stock incentive plan under which incentive stock options have been granted to employees and non-qualified stock options, restricted stock, and restricted stock units ("RSUs") have been granted to employees and non-employees, including members of the Board of Directors. The Company accounts for its stock-based compensation plan by expensing the estimated fair value of stock-based awards over the requisite service period, which is the vesting period. The measurement of stock-based compensation expense for option grants is based on several criteria including, but not limited to, the valuation model used and associated input factors such as expected term of the award, stock price volatility, dividend rate, risk-free interest rate, attrition rate and exercise price. The input factors to use in the valuation model are based on subjective future expectations combined with management judgment. The Company estimates the fair value of stock options using the lattice valuation model and the assumptions shown in Note 11. Restricted stock and RSUs are valued based on the Company's stock price on the day the awards are granted. The excess tax benefits recognized in equity related to equity award exercises are reflected as financing cash inflows. See Note 12 for a detailed discussion of stock-based compensation. | ||||||||||
The Company has adopted ASC 718, Stock Compensation, ("ASC 718"). ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost will be recognized over the period during which an employee is required to provide services in exchange for the award. | ||||||||||
The Company accounts for equity instruments, including stock options, issued to non-employees in accordance with authoritative guidance for equity-based payments to non-employees (FASB ASC 505-50). Stock options issued to non-employees are accounted for at their estimated fair value. The fair value of options granted to non-employees is re-measured as they vest. | ||||||||||
For stock-based awards granted, the Company amortizes stock-based compensation expense on a straight-line basis over the requisite service period. | ||||||||||
The fair value of employee option grants are estimated on the date of grant and the fair value of options granted to non-employees are re-measured as they vest. Fair value is calculated using a lattice model. | ||||||||||
Net Income (Loss) Per Common Share Data | ' | |||||||||
Net Income (Loss) Per Common Share Data | ||||||||||
Basic net income (loss) per common share, or earnings per share ("EPS"), is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the year. Diluted EPS is calculated by adjusting outstanding shares, assuming any dilutive effects of options, restricted stock awards and common stock warrants calculated using the treasury stock method. Under the treasury stock method, an increase in the fair market value of the Company's common stock results in a greater dilutive effect from outstanding options, restricted stock awards and common stock warrants. | ||||||||||
Years Ended | ||||||||||
June 30, | ||||||||||
2014 | 2013 | |||||||||
Net income (loss) | $ | 373,100 | $ | -2,516,027 | ||||||
Net income (loss) per common share: | ||||||||||
Basic | $ | 0.03 | $ | -0.29 | ||||||
Diluted | $ | 0.03 | $ | -0.29 | ||||||
Weighted average number of common shares outstanding: | ||||||||||
Basic | 11,572,406 | 8,770,975 | ||||||||
Diluted | 11,733,621 | 8,770,975 | ||||||||
Potentially dilutive securities not included in the calculation of diluted net income (loss) per share because to do so would be anti-dilutive are as follows: | ||||||||||
June 30, | ||||||||||
2014 | 2013 | |||||||||
Class B warrants | 1,421,000 | 1,410,500 | ||||||||
Underwriter warrants - units (common share equivalent) | 238,000 | 259,000 | ||||||||
Class A warrants underlying underwriter warrants - units | 119,000 | 129,500 | ||||||||
Class B warrants underlying underwriter warrants - units | 119,000 | 129,500 | ||||||||
Underwriter warrants | - | 50,000 | ||||||||
Stock options | 212,500 | 827,000 | ||||||||
Nonvested restricted stock | 24,332 | 48,666 | ||||||||
Nonvested RSUs | 191,336 | 280,000 | ||||||||
Total | 2,325,168 | 3,134,166 | ||||||||
Income Taxes | ' | |||||||||
Income Taxes | ||||||||||
The Company accounts for income taxes in accordance with standards of disclosure propounded by the FASB and any related interpretations of those standards sanctioned by the FASB. Accordingly, deferred tax assets and liabilities are determined based on differences between the financial statement and tax bases 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. | ||||||||||
Impairment of Long-lived Assets | ' | |||||||||
Impairment of Long-Lived Assets | ||||||||||
The Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment ("ASC 360-10"). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of long-lived assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell. The Company evaluated its long-live assets for impairment and none existed as of June 30, 2014. | ||||||||||
Foreign Exchange Contracts | ' | |||||||||
Foreign Exchange Contracts | ||||||||||
The Company's subsidiary SGI 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 forward contracts. | ||||||||||
The Company has entered into certain derivative financial instruments (specifically foreign currency forward contracts), 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. Additionally, changes in the derivative's fair value are recognized currently in earnings unless specific hedge accounting criteria are met. If hedge accounting criteria are met for cash flow hedges, the changes in the derivative's fair value are recorded in shareholders' equity as a component of other comprehensive income ("OCI"), net of tax. The Company's foreign currency contracts are not designated as hedging instruments under ASC 815, accordingly, changes in the fair value are recorded in current period earnings. | ||||||||||
Fair Values of Financial Instruments | ' | |||||||||
Fair Value of Financial Instruments | ||||||||||
In the first quarter of fiscal year 2009, the Company adopted Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures ("ASC 820-10"). ASC 820-10 defines fair value, establishes a framework for measuring fair value and enhances fair value measurement disclosure. ASC 820-10 delays, until the first quarter of fiscal year 2009, the effective date for ASC 820-10 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The adoption of ASC 820-10 did not have a material impact on the Company's consolidated financial position or operations, but does require that the Company disclose assets and liabilities that are recognized and measured at fair value on a non-recurring basis, 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. | ||||||||||
No assets or liabilities were valued at fair value on a non-recurring basis as of June 30, 2014 or June 30, 2013. | ||||||||||
Effective October 1, 2008, the Company adopted Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures ("ASC 820-10") and Accounting Standards Codification subtopic 825-10, Financial Instruments ("ASC 825-10"), which permits entities to choose to measure many financial instruments and certain other items at fair value. Neither of these statements had an impact on the Company's financial position, results of operations or cash flows. The carrying value of cash and cash equivalents, accounts payable short-term and long-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments or interest rates commensurate with market rates. | ||||||||||
The following table summarizes the valuation of financial instruments measured at fair value on a recurring basis as of June 30, 2014 and 2013. | ||||||||||
Fair Value Measurements as of June 30, 2014 Using: | ||||||||||
Level 1 | Level 2 | Level 3 | ||||||||
Foreign exchange contract asset | $ | - | $ | 627 | $ | - | ||||
Total | $ | - | $ | 627 | $ | - | ||||
Fair Value Measurements as of June 30, 2013 Using: | ||||||||||
Level 1 | Level 2 | Level 3 | ||||||||
Foreign exchange contract liability | $ | - | $ | 663,043 | $ | - | ||||
Total | $ | - | $ | 663,043 | $ | - | ||||
Recent Accounting Pronouncements | ' | |||||||||
Recent Accounting Pronouncements | ||||||||||
In February 2013, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2013-02, Comprehensive Income: Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which requires companies to report, in one place, information about significant reclassifications out of accumulated other comprehensive income, or AOCI, and disclose more information about changes in AOCI balances. The Company adopted this ASU in the first quarter of fiscal 2014. The adoption of this standard did not have a material impact on its consolidated financial statements. | ||||||||||
In July 2013, the FASB issued ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which provides guidance for the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The Company will adopt the standard effective July 1, 2014. The adoption of this ASU is not expected to have a material impact on its consolidated financial statements. | ||||||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Certain Risks and Concentrations) (Tables) | 12 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Summary Of Significant Accounting Policies Certain Risks And Concentrations Tables | ' | ||||||||
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area | ' | ||||||||
The following table shows revenues from external customers by country: | |||||||||
Years Ended June 30, | |||||||||
2014 | 2013 | ||||||||
Saudi Arabia | $ | 13,015,864 | 25% | $ | 17,671,705 | 47% | |||
United States | 9,553,198 | 19% | 8,952,824 | 24% | |||||
Libya | 5,341,139 | 10% | 3,129,918 | 8% | |||||
Australia | 4,526,552 | 9% | 599,945 | 2% | |||||
France | 1,501,955 | 3% | 357,108 | 1% | |||||
Other | 17,594,935 | 34% | 6,626,758 | 18% | |||||
Total | $ | 51,533,643 | 100% | $ | 37,338,258 | 100% | |||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Cash and Cash Equivalents) (Tables) | 12 Months Ended | ||||||
Jun. 30, 2014 | |||||||
Summary Of Significant Accounting Policies Cash And Cash Equivalents Tables | ' | ||||||
Cash and Cash Equivalents (Tables) | ' | ||||||
Cash and cash equivalents consist of the following: | |||||||
June 30, | June 30, | ||||||
2014 | 2013 | ||||||
Cash | $ | 1,046,201 | $ | 10,356,527 | |||
Money market funds | 121,302 | 1,424,547 | |||||
$ | 1,167,503 | $ | 11,781,074 | ||||
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Inventories) (Tables) | 12 Months Ended | ||||||
Jun. 30, 2014 | |||||||
Summary Of Significant Accounting Policies Inventories Tables | ' | ||||||
Inventories (Tables) | ' | ||||||
Components of inventory are: | |||||||
June 30, | June 30, | ||||||
2014 | 2013 | ||||||
Raw materials and supplies | $ | 173,922 | $ | 39,654 | |||
Work in progress and growing crops | 3,990,678 | 4,187,755 | |||||
Finished goods | 24,320,984 | 21,595,058 | |||||
$ | 28,485,584 | $ | 25,822,467 | ||||
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Crop Production Costs) (Tables) | 12 Months Ended | ||||||
Jun. 30, 2014 | |||||||
Summary Of Significant Accounting Policies Crop Production Costs Tables | ' | ||||||
Crop Production Costs (Tables) | ' | ||||||
Components of crop production costs are: | |||||||
June 30, | June 30, | ||||||
2014 | 2013 | ||||||
Alfalfa seed production | $ | 1,747,429 | $ | 1,497,695 | |||
Alfalfa hay | 16,885 | 84,904 | |||||
Wheat and triticale | 187,786 | - | |||||
Total crop production costs, net | $ | 1,952,100 | $ | 1,582,599 | |||
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Net Income (Loss) Per Common Share Data) (Tables) | 12 Months Ended | ||||||
Jun. 30, 2014 | |||||||
Summary Of Significant Accounting Policies Net Income Loss Per Common Share Data Tables | ' | ||||||
Net Income (Loss) Per Common Share Data (Tables) | ' | ||||||
Basic net income (loss) per common share, or earnings per share ("EPS"), is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the year. Diluted EPS is calculated by adjusting outstanding shares, assuming any dilutive effects of options, restricted stock awards and common stock warrants calculated using the treasury stock method. Under the treasury stock method, an increase in the fair market value of the Company's common stock results in a greater dilutive effect from outstanding options, restricted stock awards and common stock warrants. | |||||||
Years Ended | |||||||
June 30, | |||||||
2014 | 2013 | ||||||
Net income (loss) | $ | 373,100 | $ | -2,516,027 | |||
Net income (loss) per common share: | |||||||
Basic | $ | 0.03 | $ | -0.29 | |||
Diluted | $ | 0.03 | $ | -0.29 | |||
Weighted average number of common shares outstanding: | |||||||
Basic | 11,572,406 | 8,770,975 | |||||
Diluted | 11,733,621 | 8,770,975 | |||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | ' | ||||||
Potentially dilutive securities not included in the calculation of diluted net income (loss) per share because to do so would be anti-dilutive are as follows: | |||||||
June 30, | |||||||
2014 | 2013 | ||||||
Class B warrants | 1,421,000 | 1,410,500 | |||||
Underwriter warrants - units (common share equivalent) | 238,000 | 259,000 | |||||
Class A warrants underlying underwriter warrants - units | 119,000 | 129,500 | |||||
Class B warrants underlying underwriter warrants - units | 119,000 | 129,500 | |||||
Underwriter warrants | - | 50,000 | |||||
Stock options | 212,500 | 827,000 | |||||
Nonvested restricted stock | 24,332 | 48,666 | |||||
Nonvested RSUs | 191,336 | 280,000 | |||||
Total | 2,325,168 | 3,134,166 | |||||
Summary_of_Significant_Account6
Summary of Significant Accounting Policies (Fair Value Measurement) (Tables) | 12 Months Ended | |||||||||
Jun. 30, 2014 | ||||||||||
Summary Of Significant Accounting Policies Cash And Cash Equivalents Tables | ' | |||||||||
Fair Value of Financial Instrumements (Tables) | ' | |||||||||
The following table summarizes the valuation of financial instruments measured at fair value on a recurring basis as of June 30, 2014 and 2013. | ||||||||||
Fair Value Measurements as of June 30, 2014 Using: | ||||||||||
Level 1 | Level 2 | Level 3 | ||||||||
Foreign exchange contract asset | $ | - | $ | 627 | $ | - | ||||
Total | $ | - | $ | 627 | $ | - | ||||
Fair Value Measurements as of June 30, 2013 Using: | ||||||||||
Level 1 | Level 2 | Level 3 | ||||||||
Foreign exchange contract liability | $ | - | $ | 663,043 | $ | - | ||||
Total | $ | - | $ | 663,043 | $ | - | ||||
Business_Combinations_Tables
Business Combinations (Tables) | 12 Months Ended | ||||
Jun. 30, 2014 | |||||
Business Acquisition, Pro Forma Information [Table Text Block] | ' | ||||
The following unaudited pro forma financial information presents results as if the acquisitions of IVS and SGI had occurred on July 1, 2012. | |||||
Year Ended June 30 | |||||
(Unaudited) | 2013 | ||||
Revenue | $ | 54,703,923 | |||
Net loss | $ | -1,991,428 | |||
IVS Transaction | ' | ||||
Schedule of Purchase Price Allocation | ' | ||||
The purchase price allocation is based on estimates of fair value as follows: | |||||
Technology/IP | $ | 1,044,000 | |||
Customer relationships | 756,333 | ||||
Supply agreement | 1,512,667 | ||||
Trade-name and brands | 1,118,000 | ||||
Non-compete | 349,000 | ||||
Goodwill | 1,402,000 | ||||
Total acquisition cost allocated | $ | 6,182,000 | |||
Purchase price components of business combination | ' | ||||
The purchase price consists of the following: | |||||
Cash | $ | 3,000,000 | |||
Unsecured five-year promissory note | 500,000 | ||||
Non-compete payment obligation | 250,000 | ||||
Common stock | 2,432,000 | ||||
$ | 6,182,000 | ||||
Useful lives of acquired intangibles in business combination | ' | ||||
The useful lives of the acquired intangibles are as follows: | |||||
Useful Lives (Years) | |||||
Technology/IP | 12 | ||||
Customer relationships | 20 | ||||
Supply agreement | 20 | ||||
Trade name | 20 | ||||
Non-compete | 5 | ||||
SGI Transaction | ' | ||||
Schedule of Purchase Price Allocation | ' | ||||
The estimated purchase price allocation is based on estimates of fair value as follows: | |||||
Technology/IP | $ | 7,398,000 | |||
Customer relationships | 359,000 | ||||
Grower relationships | 3,250,000 | ||||
Trade-name and brands | 389,000 | ||||
Non-compete | 337,000 | ||||
Goodwill | 3,927,675 | ||||
Current assets | 26,449,843 | ||||
Property, plant, and equipment | 286,431 | ||||
Non-current deferred tax asset | 265,320 | ||||
Current liabilities | -26,485,135 | ||||
Non-current liabilities | -142,506 | ||||
Total acquisition cost allocated | $ | 16,034,628 | |||
Purchase price components of business combination | ' | ||||
The purchase price consists of the following: | |||||
Cash | $ | 5,000,000 | |||
Unsecured three-year promissory note, net of $156,880 debt discount | 2,325,437 | ||||
Common stock | 8,709,191 | ||||
$ | 16,034,628 | ||||
Useful lives of acquired intangibles in business combination | ' | ||||
The useful lives of the acquired SGI intangibles are as follows: | |||||
Useful Lives (Years) | |||||
Technology/IP | 20 | ||||
Customer relationships | 20 | ||||
Grower relationships | 20 | ||||
Trade-name and brands | 20 | ||||
Non-compete | 5 | ||||
Other_Intangible_Assets_Tables
Other Intangible Assets (Tables) | 12 Months Ended | |||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||
Other Intangible Assets Tables | ' | |||||||||||||||||
Carrying values of intangible assets (Tables) | ' | |||||||||||||||||
Other intangible assets consist of the following: | ||||||||||||||||||
Balance at | Foreign Currency | Balance at | ||||||||||||||||
1-Jul-12 | Additions | Amortization | Translation | 30-Jun-13 | ||||||||||||||
Intellectual property | $ | - | $ | 7,398,000 | $ | -87,700 | $ | -930,366 | $ | 6,379,934 | ||||||||
Trade name | 197,979 | 1,507,000 | -58,909 | -48,920 | 1,597,150 | |||||||||||||
Technology/IP | 157,257 | 1,101,500 | -96,730 | - | 1,162,027 | |||||||||||||
Non-compete | 34,570 | 686,000 | -76,974 | -41,432 | 602,164 | |||||||||||||
GI customer list | 114,623 | - | -7,164 | - | 107,459 | |||||||||||||
Grower relationships | - | 3,250,000 | -38,527 | -408,717 | 2,802,756 | |||||||||||||
Supply agreement | - | 1,512,667 | -56,724 | - | 1,455,943 | |||||||||||||
Customer relationships | 102,224 | 1,115,333 | -39,008 | -45,147 | 1,133,402 | |||||||||||||
$ | 606,653 | $ | 16,570,500 | $ | -461,736 | $ | -1,474,582 | $ | 15,240,835 | |||||||||
Balance at | Foreign Currency | Balance at | ||||||||||||||||
1-Jul-13 | Additions | Amortization | Translation | 30-Jun-14 | ||||||||||||||
Intellectual property | $ | 6,379,934 | $ | - | $ | -324,631 | $ | 191,269 | $ | 6,246,572 | ||||||||
Trade name | 1,597,150 | - | -85,342 | 10,056 | 1,521,864 | |||||||||||||
Technology/IP | 1,162,027 | - | -118,960 | - | 1,043,067 | |||||||||||||
Non-compete | 602,164 | - | -137,595 | 7,199 | 471,768 | |||||||||||||
GI customer list | 107,459 | - | -7,164 | - | 100,295 | |||||||||||||
Grower relationships | 2,802,756 | - | -142,613 | 84,021 | 2,744,164 | |||||||||||||
Supply agreement | 1,455,943 | - | -75,632 | - | 1,380,311 | |||||||||||||
Customer relationships | 1,133,402 | - | -59,955 | 9,283 | 1,082,730 | |||||||||||||
$ | 15,240,835 | $ | - | $ | -951,892 | $ | 301,828 | $ | 14,590,771 | |||||||||
Finite-lived intangible assets - future amortization expense | ' | |||||||||||||||||
Estimated aggregate remaining amortization expense for each of the five succeeding fiscal years is as follows: | ||||||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | ||||||||||||||
Amortization expense | $ | 949,146 | $ | 949,146 | $ | 940,502 | $ | 940,502 | $ | 940,502 | ||||||||
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 12 Months Ended | ||||||
Jun. 30, 2014 | |||||||
Property Plant And Equipment Tables | ' | ||||||
Components of Property, Plant and Equipment | ' | ||||||
Components of property, plant and equipment were as follows: | |||||||
June 30, | June 30, | ||||||
2014 | 2013 | ||||||
Land and improvements | $ | 7,698,811 | $ | 7,685,806 | |||
Buildings and improvements | 2,095,362 | 2,074,618 | |||||
Machinery and equipment | 1,397,288 | 1,161,179 | |||||
Vehicles | 332,714 | 220,879 | |||||
Construction in progress | 44,080 | - | |||||
Total property, plant and equipment | 11,568,255 | 11,142,482 | |||||
Less: accumulated depreciation | -1,211,446 | -903,047 | |||||
Property, plant and equipment, net | $ | 10,356,809 | $ | 10,239,435 | |||
Debt_Tables
Debt (Tables) | 12 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Debt Tables | ' | ||||||||
Debt Components | ' | ||||||||
Total debts outstanding are presented on the balance sheet as follows: | |||||||||
30-Jun-14 | 30-Jun-13 | ||||||||
Current portion of long-term debt | |||||||||
Term loan - Wells Fargo | $ | 159,030 | $ | 155,990 | |||||
Term loan - Ally | 8,734 | 8,481 | |||||||
Unsecured subordinate promissory note - related party | 100,000 | 100,000 | |||||||
Promissory note - SGI selling shareholders | - | 482,317 | |||||||
Total current portion | 267,764 | 746,788 | |||||||
Long-term debt, less current portion | |||||||||
Term loan - Wells Fargo | 2,220,803 | 2,379,833 | |||||||
Term loan - Ally | 24,584 | 33,319 | |||||||
Unsecured subordinate promissory note - related party | 300,000 | 400,000 | |||||||
Promissory note - SGI selling shareholders | 2,000,000 | 2,000,000 | |||||||
Debt discount - SGI | -92,756 | -144,194 | |||||||
Total long-term portion | 4,452,631 | 4,668,958 | |||||||
Total debt | $ | 4,720,395 | $ | 5,415,746 | |||||
Schedule of Annual Maturities | ' | ||||||||
The annual maturities of short-term and long-term debt are as follows: | |||||||||
Fiscal Year | Amount | ||||||||
2015 | $ | 267,764 | |||||||
2016 | 2,162,591 | ||||||||
2017 | 178,475 | ||||||||
2018 | 219,052 | ||||||||
2019 | 116,150 | ||||||||
Thereafter | 1,776,363 | ||||||||
Total | $ | 4,720,395 | |||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||
Jun. 30, 2014 | ||||||||||
Income Taxes Tables | ' | |||||||||
Components of tax provision (benefit) | ' | |||||||||
Significant components of the provision (benefit) for income taxes from continuing operations are as follows: | ||||||||||
Years Ended June 30, | ||||||||||
2014 | 2013 | |||||||||
Current: | ||||||||||
Federal | $ | 70,046 | $ | -58,560 | ||||||
State | 800 | 4,026 | ||||||||
Foreign | 300,727 | 365,428 | ||||||||
Total current provision | 371,573 | 310,894 | ||||||||
Deferred: | ||||||||||
Federal | -383,324 | -1,576,897 | ||||||||
State | -129,645 | -103,335 | ||||||||
Foreign | 228,512 | 26,215 | ||||||||
Total deferred provision (benefit) | -284,457 | -1,654,017 | ||||||||
(Benefit) provision for income taxes | $ | 87,116 | $ | -1,343,123 | ||||||
Reconciliation of U.S. statutory income tax rate to company's effective tax rate | ' | |||||||||
The difference between income tax benefits and income taxes computed using the U.S. federal income tax rate are as follows: | ||||||||||
Year Ended June 30, | ||||||||||
2014 | 2013 | |||||||||
Tax expense (benefit) at statutory tax rate | $ | 156,635 | $ | -1,312,111 | ||||||
State taxes (benefit), net of federal tax (benefit) | 8,018 | -60,613 | ||||||||
Permanent differences | 107,630 | 23,823 | ||||||||
Transaction costs | - | 87,144 | ||||||||
Federal and state research credits - current year | -29,181 | -25,326 | ||||||||
Impact of change in federal and state effective income tax rates | -71,466 | - | ||||||||
Foreign rate differential | -69,541 | -52,200 | ||||||||
Other | -14,979 | -3,840 | ||||||||
$ | 87,116 | $ | -1,343,123 | |||||||
Schedule of tax effects of temporary differences that give rise to deferred tax assets and liabilities | ' | |||||||||
Significant components of the Company's deferred tax assets are shown below. | ||||||||||
June 30, | ||||||||||
2014 | 2013 | |||||||||
Deferred tax assets: | ||||||||||
Net operating loss carry forwards | $ | 2,844,500 | $ | 2,259,896 | ||||||
Stock compensation | 268,104 | 347,472 | ||||||||
Tax credit carry forwards | 81,290 | 52,110 | ||||||||
Other, net | 142,095 | 511,974 | ||||||||
Total deferred tax assets | 3,335,989 | 3,171,452 | ||||||||
Valuation allowance for deferred tax assets | - | - | ||||||||
Deferred tax assets, net of valuation allowance | 3,335,989 | 3,171,452 | ||||||||
Deferred tax liabilities | ||||||||||
Intangible assets | -147,397 | -287,809 | ||||||||
Fixed assets | -328,197 | -307,709 | ||||||||
Total deferred tax liabilities | -475,594 | -595,518 | ||||||||
Net deferred tax assets | $ | 2,860,395 | $ | 2,575,934 | ||||||
Stockholders_Equity_Warrants_O
Stockholders' Equity (Warrants Outstanding) (Tables) | 12 Months Ended | ||||||||||
Jun. 30, 2014 | |||||||||||
Stockholders Equity Warrants Outstanding Tables | ' | ||||||||||
Warrants Outstanding (Tables) | ' | ||||||||||
The following table summarizes the warrants outstanding at June 30, 2014: | |||||||||||
Grant | Warrants | Exercise Price | Expiration | ||||||||
Date | Outstanding | Per Share / Unit | Date | ||||||||
Class B warrants | May-10 | 1,421,000 | $ 11.00 | May-15 | |||||||
Underwriter warrants - units | May-10 | 119,000 | $ 13.20 | May-15 | |||||||
Underwriter warrants | May-12 | 50,000 | $ 6.88 | Feb-17 | |||||||
1,590,000 | |||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||
Commitments And Contingencies Tables | ' | ||||||||||||||||||
Schedule of Future Minimum Rental Payments for Operating Leases | ' | ||||||||||||||||||
The following table sets forth the Company's estimates of future lease payment obligations as of June 30, 2014: | |||||||||||||||||||
2020 and | |||||||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | beyond | ||||||||||||||
Operating lease obligations | $ | 569,437 | $ | 633,385 | $ | 648,080 | $ | 302,841 | $ | 235,500 | $ | 1,373,750 | |||||||
EquityBased_Compensation_Stock
Equity-Based Compensation (Stock Options) (Tables) | 12 Months Ended | |||||||||
Jun. 30, 2014 | ||||||||||
Equity-based Compensation Stock Options Tables | ' | |||||||||
Weighted Average Valuation Assumptions (Tables) | ' | |||||||||
The weighted average assumptions used in the models are outlined in the following table: | ||||||||||
Employee Options | Non-Employee Options | |||||||||
June 30, | June 30, | |||||||||
2014 | 2013 | 2014 | 2013 | |||||||
Risk-free rate of interest | 1.30% - 1.49% | 0.63% | - | - | ||||||
Dividend yield | 0% | 0% | - | - | ||||||
Volatility of common stock | 44% - 47% | 45% | - | - | ||||||
Exit / attrition rates | 25% - 30% | 20% - 25% | - | - | ||||||
Target exercise factor | 1.25 - 1.54 | 1.5 - 1.75 | - | - | ||||||
EquityBased_Compensation_Plan_
Equity-Based Compensation (Plan Activity) (Tables) | 12 Months Ended | |||||||||||
Jun. 30, 2014 | ||||||||||||
Stock Options | ' | |||||||||||
Summary of Share-Based Compensation Arrangements By Share-Based Payment Award (Tables) | ' | |||||||||||
A summary of stock option activity for the years ended June 30, 2013 and 2014 is presented below: | ||||||||||||
Weighted - | ||||||||||||
Weighted - | Average | |||||||||||
Average | Remaining | |||||||||||
Number | Exercise Price | Contractual | ||||||||||
Outstanding | Per Share | Life (Years) | ||||||||||
Outstanding at June 30, 2012 | 677,000 | $ | 4.08 | 3.4 | ||||||||
Granted | 175,000 | 7.20 | 4.5 | |||||||||
Exercised | -21,875 | 4.09 | 0.2 | |||||||||
Canceled/forfeited/expired | -3,125 | 4.20 | 3.3 | |||||||||
Outstanding at June 30, 2013 | 827,000 | 4.74 | 2.8 | |||||||||
Granted | 270,000 | 6.44 | 4.5 | |||||||||
Exercised | - | - | - | |||||||||
Canceled/forfeited/expired | -10,000 | 4.10 | 1.6 | |||||||||
Outstanding at June 30, 2014 | 1,087,000 | 5.17 | 2.5 | |||||||||
Options vested and exercisable at June 30, 2014 | 825,417 | $ | 4.74 | 1.9 | ||||||||
Nonvested restricted stock | ' | |||||||||||
Summary of Share-Based Compensation Arrangements By Share-Based Payment Award (Tables) | ' | |||||||||||
A summary of activity related to non-vested restricted shares is presented below: | ||||||||||||
Year Ended June 30, 2014 | ||||||||||||
Weighted - | ||||||||||||
Weighted - | Average | |||||||||||
Number of | Average | Remaining | ||||||||||
Nonvested | Grant Date | Contractual | ||||||||||
Restricted Shares | Fair Value | Life (Years) | ||||||||||
Beginning nonvested restricted shares outstanding | 48,666 | $ | 6.00 | - | ||||||||
Granted | - | - | - | |||||||||
Vested | -24,334 | - | - | |||||||||
Forfeited | - | - | - | |||||||||
Ending nonvested restricted shares outstanding | 24,332 | $ | 6.00 | 0.9 | ||||||||
Nonvested RSU's | ' | |||||||||||
Summary of Share-Based Compensation Arrangements By Share-Based Payment Award (Tables) | ' | |||||||||||
A summary of activity related to non-vested restricted share units is presented below: | ||||||||||||
Year Ended June 30, 2014 | ||||||||||||
Weighted - | ||||||||||||
Number of | Weighted - | Average | ||||||||||
Nonvested | Average | Remaining | ||||||||||
Restricted | Grant Date | Contractual | ||||||||||
Share Units | Fair Value | Life (Years) | ||||||||||
Beginning nonvested restricted units outstanding | 280,000 | $ | 10.66 | - | ||||||||
Granted | - | - | - | |||||||||
Vested | -88,664 | - | - | |||||||||
Forfeited | - | - | - | |||||||||
Ending nonvested restricted units outstanding | 191,336 | $ | 10.66 | 3.3 | ||||||||
NonCash_Investing_and_Financin
Non-Cash Investing and Financing Activities for Statements of Cash Flows (Tables) | 12 Months Ended | ||||||
Jun. 30, 2014 | |||||||
Non-cash Investing And Financing Activities For Statements Of Cash Flows Tables | ' | ||||||
Schedule of Cash Flow, Supplemental Disclosures | ' | ||||||
The below table represents supplemental information to the Company's Statements of Cash Flows for non-cash investing and financing activities during the years ended June 30, 2014 and 2013, respectively. | |||||||
Years Ended | |||||||
June 30, | |||||||
2014 | 2013 | ||||||
Net assets acquired in business acquisitions with issuances of notes payable and common stock | $ | - | $ | 14,216,627 | |||
Common stock issued for cashless exercise of common stock warrants | - | 31 | |||||
Common stock issued for cashless exercise of common stock options | - | 6 | |||||
Shares forfeited in lieu of payroll tax withholdings by stock award recipients | - | 97,938 | |||||
(Increase) decrease in non-cash net assets of subsidiary due to foreign currency translation gain (loss) | 435,069 | 2,103,836 | |||||
Vehicle acquired with note payable | - | 44,573 | |||||
Summary_of_Significant_Account7
Summary of Significant Accounting Policies (Revenues from External Customers By Country Of Domicile) (Details) (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Revenues from external customers | $51,533,643 | $37,338,258 |
Revenue from external customers by country, percentage | 100.00% | 100.00% |
Disclosure on Geographic Areas, Fixed Assets | ' | ' |
As of June 30, 2014, approximately 3% of the net book value of fixed assets were located outside of the United States. | ||
Saudi Arabia | ' | ' |
Revenues from external customers | 13,015,864 | 17,671,705 |
Revenue from external customers by country, percentage | 25.00% | 47.00% |
United States | ' | ' |
Revenues from external customers | 9,553,198 | 8,952,824 |
Revenue from external customers by country, percentage | 19.00% | 24.00% |
Libya | ' | ' |
Revenues from external customers | 5,341,139 | 3,129,918 |
Revenue from external customers by country, percentage | 10.00% | 8.00% |
Australia | ' | ' |
Revenues from external customers | 4,526,552 | 599,945 |
Revenue from external customers by country, percentage | 9.00% | 2.00% |
France | ' | ' |
Revenues from external customers | 1,501,955 | 357,108 |
Revenue from external customers by country, percentage | 3.00% | 1.00% |
Other | ' | ' |
Revenues from external customers | $17,594,935 | $6,626,758 |
Revenue from external customers by country, percentage | 34.00% | 18.00% |
Summary_of_Significant_Account8
Summary of Significant Accounting Policies (Concentrations Narrative) (Details) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Summary Of Significant Accounting Policies Concentrations Narrative Details | ' | ' |
Sales revenue, major customer, percentage | 21.00% | 24.00% |
Accounts receivable from major customers, percentage of total | 32.00% | 41.00% |
International sales revenue, percentage | '81% | '73% |
Summary_of_Significant_Account9
Summary of Significant Accounting Policies (Revenue Recognition Narrative) (Details) | 12 Months Ended |
Jun. 30, 2014 | |
Summary Of Significant Accounting Policies Revenue Recognition Narrative Details | ' |
Number of customers with right of return | 0 |
Recovered_Sheet1
Summary of Significant Accounting Policies (Cash and Cash Equivalents) (Details) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 |
Summary Of Significant Accounting Policies Cash And Cash Equivalents Details | ' | ' | ' |
Cash | $1,046,201 | $10,356,527 | ' |
Money market funds | 121,302 | 1,424,547 | ' |
Cash and cash equivalents | $1,167,503 | $11,781,074 | $8,235,495 |
Recovered_Sheet2
Summary of Significant Accounting Policies (Cash and Cash Equivalents Narrative) (Details) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
Summary Of Significant Accounting Policies Cash And Cash Equivalents Narrative Details | ' | ' |
Amount of FDIC guarantee | $250,000 | $250,000 |
Cash in excess of FDIC limits | $796,201 | $10,106,527 |
Recovered_Sheet3
Summary of Significant Accounting Policies (Accounts Receivable Narrative) (Details) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
Summary Of Significant Accounting Policies Accounts Receivable Narrative Details | ' | ' |
Allowance for doubtful trade receivables | $72,556 | $22,869 |
Recovered_Sheet4
Summary of Significant Accounting Policies (Inventories by Component) (Details) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
Summary Of Significant Accounting Policies Inventories By Component Details | ' | ' |
Raw materials and supplies | $173,922 | $39,654 |
Work in progress and growing crops | 3,990,678 | 4,187,755 |
Finished goods | 24,320,984 | 21,595,058 |
Inventories | $28,485,584 | $25,822,467 |
Recovered_Sheet5
Summary of Significant Accounting Policies (Crop Production Cost by Component) (Details) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
Summary Of Significant Accounting Policies Crop Production Cost By Component Details | ' | ' |
Alfalfa seed production | $1,747,429 | $1,497,695 |
Alfalfa hay | 16,885 | 84,904 |
Wheat and triticale | 187,786 | 0 |
Total crop production costs | $1,952,100 | $1,582,599 |
Recovered_Sheet6
Summary of Significant Accounting Policies (Crop Production Useful Life Narrative) (Details) | 12 Months Ended |
Jun. 30, 2014 | |
Summary Of Significant Accounting Policies Crop Production Useful Life Narrative Details | ' |
Crop Production Costs, Useful Life, Minimum | 3 |
Crop Production Costs, Useful Life, Maximum | 5 |
Recovered_Sheet7
Summary of Significant Accounting Policies (Property, Plant and Equipment Useful Life Narrative) (Details) | 12 Months Ended |
Jun. 30, 2014 | |
Building | Minimum | ' |
Estimated Useful Lives | '18 years |
Building | Maximum | ' |
Estimated Useful Lives | '28 years |
Equipment | Minimum | ' |
Estimated Useful Lives | '3 years |
Equipment | Maximum | ' |
Estimated Useful Lives | '7 years |
Vehicles | Minimum | ' |
Estimated Useful Lives | '3 years |
Vehicles | Maximum | ' |
Estimated Useful Lives | '5 years |
Recovered_Sheet8
Summary of Significant Accounting Policies (Intangible Assets Useful Life Narrative) (Details) | 12 Months Ended |
Jun. 30, 2014 | |
Technology/IP | Minimum | ' |
Useful life | '3 years |
Technology/IP | Maximum | ' |
Useful life | '20 years |
GI Customer list | Minimum | ' |
Useful life | '3 years |
GI Customer list | Maximum | ' |
Useful life | '20 years |
Recovered_Sheet9
Summary of Significant Accounting Policies (Net Income (Loss) Per Common Share) (Details) (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Summary Of Significant Accounting Policies Net Income Loss Per Common Share Details | ' | ' |
Net income | $373,100 | ($2,516,027) |
Net income per common share: | ' | ' |
Basic | $0.03 | ($0.29) |
Diluted | $0.03 | ($0.29) |
Weighted average number of common shares outstanding: | ' | ' |
Basic | 11,572,406 | 8,770,975 |
Diluted | 11,733,621 | 8,770,975 |
Recovered_Sheet10
Summary of Significant Accounting Policies (Net Income (Loss) Per Common Share Dilutive Securities) (Details) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Anti-dilutive shares | 2,325,168 | 3,134,166 |
Class A warrants | ' | ' |
Anti-dilutive shares | 0 | 0 |
Class B warrants | ' | ' |
Anti-dilutive shares | 1,410,500 | 1,410,500 |
Underwriter warrants - units | ' | ' |
Anti-dilutive shares | 238,000 | 259,000 |
Underlying Class A Warrants | ' | ' |
Anti-dilutive shares | 119,000 | 129,500 |
Underlying Class B Warrants | ' | ' |
Anti-dilutive shares | 119,000 | 129,500 |
Underwriter warrants | ' | ' |
Anti-dilutive shares | 0 | 50,000 |
Stock options | ' | ' |
Anti-dilutive shares | 212,500 | 827,000 |
Nonvested restricted stock | ' | ' |
Anti-dilutive shares | 24,332 | 48,666 |
Nonvested RSU's | ' | ' |
Anti-dilutive shares | 191,336 | 280,000 |
Recovered_Sheet11
Summary of Significant Accounting Policies (Impairment of Long-Lived Assets Narrative) (Details) (USD $) | 12 Months Ended |
Jun. 30, 2014 | |
Summary Of Significant Accounting Policies Impairment Of Long-lived Assets Narrative Details | ' |
Impairment of Long-lived Assets | $0 |
Recovered_Sheet12
Summary of Significant Accounting Policies (Fair Value of Financial Instruments) (Details) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
Foreign exchange contract asset | $627 | ' |
(Level 1) | ' | ' |
Foreign exchange contract asset | 0 | ' |
Total | 0 | ' |
Foreign exchange contract liability | ' | 0 |
Total | ' | 0 |
(Level 2) | ' | ' |
Foreign exchange contract asset | 627 | ' |
Total | 627 | ' |
Foreign exchange contract liability | ' | 663,043 |
Total | ' | 663,043 |
(Level 3) | ' | ' |
Foreign exchange contract asset | 0 | ' |
Total | 0 | ' |
Foreign exchange contract liability | ' | 0 |
Total | ' | $0 |
Business_Combinations_Purchase
Business Combinations (Purchase Information) (Details) (USD $) | 12 Months Ended | 1 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Oct. 31, 2012 | Apr. 30, 2013 | |
IVS | SGI | |||
Purchase Price Allocation | ' | ' | ' | ' |
Technology/IP | ' | ' | $1,044,000 | $7,398,000 |
Customer relationships | ' | ' | 756,333 | 359,000 |
Grower relationships | ' | ' | 0 | 3,250,000 |
Supply agreement | ' | ' | 1,512,667 | 0 |
Trade-name and brands | ' | ' | 1,118,000 | 389,000 |
Non-compete | ' | ' | 349,000 | 337,000 |
Goodwill | 4,939,462 | 4,832,050 | 1,402,000 | 3,927,675 |
Current assets | ' | ' | 0 | 26,449,843 |
Property, plant, and equipment | ' | ' | 0 | 286,431 |
Non-current deferred tax asset | ' | ' | 0 | 265,320 |
Current liabilities | ' | ' | 0 | -26,485,135 |
Non-current liabilities | ' | ' | 0 | -142,506 |
Total acquisition cost allocated | ' | ' | 6,182,000 | 16,034,628 |
Purchase price components | ' | ' | ' | ' |
Cash | 0 | 8,000,000 | 3,000,000 | 5,000,000 |
Unsecured three-year promissory note | ' | ' | 500,000 | 2,325,437 |
Non-compete payment obligation | ' | ' | 250,000 | ' |
Common stock | ' | 2,432,000 | 2,432,000 | 8,709,191 |
Total purchase price | ' | ' | 6,182,000 | 16,034,628 |
Effective date of purchase agreement | ' | ' | 1-Oct-12 | 1-Apr-13 |
Business Acquisition, Name of Acquired Entity | ' | ' | ' | ' |
On October 1, 2012, the Company purchased substantially all of the assets of Imperial Valley Seeds, Inc. ("IVS"). | ||||
On April 1, 2013, the Company, together with its wholly owned subsidiary, S&W Seed Australia Pty Ltd, an Australia corporation, acquired all of the issued and outstanding ordinary shares (the "SGI Acquisition") of Seed Genetics International Pty Ltd, an Australia corporation ("SGI"), from SGI's shareholders. | ||||
Business Combination, Reason for Business Combination | ' | ' | ' | ' |
The acquisition expanded the Company's sourcing capabilities, product offerings and sales distribution. | ||||
Business Acquisition, Description of Acquired Entity | ' | ' | ' | ' |
Pursuant to the acquisition agreement, the Company purchased substantially all of the assets of IVS not including cash on hand, all accounts and other receivables of IVS, and all inventory of the IVS alfalfa seed business. The Company did not assume any IVS liabilities. | ||||
The SGI Acquisition was consummated pursuant to the terms of a share acquisition agreement (the "Agreement"). Under the Agreement, the Company paid the following consideration: cash in the amount of $5.0 million; 864,865 shares of the Company's unregistered common stock (with a market value of $8,709,191 based upon the closing price of the Company's common stock as reported on the Nasdaq Capital Market on April 1, 2013); and $2,482,317 in the form of a three-year, non-interest bearing, unsecured promissory note (the "Note"), for total consideration of $16,191,508. The original face amount of the Note, $3,000,000, was reduced to $2,482,317 according to the terms of the Agreement because SGI's net working capital was below the net working capital target at the closing. | ||||
Pursuant to the acquisition agreement, the Company paid the following consideration: cash in the amount of $3,000,000, a five-year unsecured, subordinated promissory note in the principal amount of $500,000, 400,000 shares of the Company's unregistered common stock valued at $2,432,000 and $250,000 to be paid over a five-year period for a non-competition agreement, for total consideration of $6,182,000. The non-compete portion of the consideration will be paid in five annual installments of $50,000 to Mr. Fabre, who joined the Company as Vice President of Sales and Marketing. | ||||
The SGI Acquisition has been accounted for as a business combination and the Company valued all assets and liabilities acquired at their estimated fair values on the date of the SGI Acquisition. Accordingly, the assets and liabilities of the acquired entity were recorded at their estimated fair values at the date of the SGI Acquisition. | ||||
Business Acquisition, Cost of Acquired Entity, Purchase Price | ' | ' | 6,182,000 | 16,034,628 |
Cash paid as part of purchase price | 0 | 8,000,000 | 3,000,000 | 5,000,000 |
Equity issued in connection with acquisition (in shares) | ' | ' | 400,000 | 864,685 |
Equity issued in connection with acquisition | ' | 2,432,000 | 2,432,000 | 8,709,191 |
Unsecured, subordinated promissory note issued in connection with acquisition | ' | ' | 500,000 | 2,482,317 |
Cost of non-competition agreement, issued in connection with acquisition | ' | ' | $250,000 | ' |
Non-competition agreement, payment period in years | ' | ' | '5 years | ' |
Business_Combinations_Acquired
Business Combinations (Acquired Intangibles (Useful Lives) (Details) | 12 Months Ended |
Jun. 30, 2014 | |
IVS | TechnologyIP | ' |
Intangible Assets Useful Life | '12 years |
IVS | Customer relationships | ' |
Intangible Assets Useful Life | '20 years |
IVS | Supply agreement | ' |
Intangible Assets Useful Life | '20 years |
IVS | Trade name | ' |
Intangible Assets Useful Life | '20 years |
IVS | Non-compete | ' |
Intangible Assets Useful Life | '5 years |
SGI | TechnologyIP | ' |
Intangible Assets Useful Life | '20 years |
SGI | Customer relationships | ' |
Intangible Assets Useful Life | '20 years |
SGI | Grower relationships | ' |
Intangible Assets Useful Life | '20 years |
SGI | Trade-name and brands | ' |
Intangible Assets Useful Life | '20 years |
SGI | Non-compete | ' |
Intangible Assets Useful Life | '5 years |
Business_Combinations_Pro_Form
Business Combinations (Pro Forma Financial Information with Narrative) (Details) (USD $) | 12 Months Ended |
Jun. 30, 2013 | |
Business Combinations Pro Forma Financial Information With Narrative Details | ' |
Total revenue | $54,703,923 |
Net loss | ($1,991,428) |
Business Acquisition, Pro Forma Information, Description | ' |
For purposes of the pro forma disclosures above, the primary adjustments for the year ended June 30, 2013 include: i) the elimination of acquisition-related charges of $486,166; ii) amortization of acquired intangibles of $559,438; iii) additional interest expense of $40,620 for the amortization of debt discount and interest expense for the unsecured promissory notes issued in the acquisitions; and iv) adjustments to reflect the additional income tax expense assuming a combined Company's effective tax rate of 34.8 There are no pro forma adjustments for the year June 30, 2014 as this period includes the operations of both SGI and IVS. | |
Other_Intangible_Assets_Detail
Other Intangible Assets (Details) (USD $) | 12 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | |
Intangible asset | $14,590,771 | $15,240,835 | $606,653 |
Intangible addition | 0 | 16,570,500 | ' |
Intangible amortization expense | -951,892 | -461,736 | ' |
Foreign currency translation | 301,828 | -1,474,582 | ' |
Intellectual Property | ' | ' | ' |
Intangible asset | 6,246,572 | 6,379,934 | 0 |
Intangible addition | 0 | 7,398,000 | ' |
Intangible amortization expense | -324,631 | -87,700 | ' |
Foreign currency translation | 191,269 | -930,366 | ' |
Trade name | ' | ' | ' |
Intangible asset | 1,521,864 | 1,597,150 | 197,979 |
Intangible addition | 0 | 1,507,000 | ' |
Intangible amortization expense | -85,342 | -58,909 | ' |
Foreign currency translation | 10,056 | -48,920 | ' |
Technology/IP | ' | ' | ' |
Intangible asset | 1,043,067 | 1,162,027 | 157,257 |
Intangible addition | 0 | 1,101,500 | ' |
Intangible amortization expense | -118,960 | -96,730 | ' |
Foreign currency translation | 0 | 0 | ' |
Non-compete | ' | ' | ' |
Intangible asset | 471,768 | 602,164 | 34,570 |
Intangible addition | 0 | 686,000 | ' |
Intangible amortization expense | -137,595 | -76,974 | ' |
Foreign currency translation | 7,199 | -41,432 | ' |
GI Customer list | ' | ' | ' |
Intangible asset | 100,295 | 107,459 | 114,623 |
Intangible addition | 0 | 0 | ' |
Intangible amortization expense | -7,164 | -7,164 | ' |
Foreign currency translation | 0 | 0 | ' |
Grower Relationships | ' | ' | ' |
Intangible asset | 2,744,164 | 2,802,756 | 0 |
Intangible addition | 0 | 3,250,000 | ' |
Intangible amortization expense | -142,613 | -38,527 | ' |
Foreign currency translation | 84,021 | -408,717 | ' |
Supply Agreement | ' | ' | ' |
Intangible asset | 1,380,311 | 1,455,943 | 0 |
Intangible addition | 0 | 1,512,667 | ' |
Intangible amortization expense | -75,632 | -56,724 | ' |
Foreign currency translation | 0 | 0 | ' |
Customer relationships | ' | ' | ' |
Intangible asset | 1,082,730 | 1,133,402 | 102,224 |
Intangible addition | 0 | 1,115,333 | ' |
Intangible amortization expense | -59,955 | -39,008 | ' |
Foreign currency translation | $9,283 | ($45,147) | ' |
Other_Intangible_Assets_Future
Other Intangible Assets (Future Amortization) (Details) (USD $) | Jun. 30, 2014 |
Finite-Lived Intangible Assets, Future Amortization Expense [Abstract] | ' |
2015 | $949,146 |
2016 | 949,146 |
2017 | 940,502 |
2018 | 940,502 |
2019 | $940,502 |
Other_Intangible_Assets_Amorti
Other Intangible Assets (Amortization Expense Narrative) (Details) (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Other Intangible Assets Amortization Expense Narrative Details | ' | ' |
Amortization expense | $951,892 | $461,736 |
Property_Plant_and_Equipment_D
Property, Plant and Equipment (Details) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
Balance Sheet Related Disclosures [Abstract] | ' | ' |
Land and improvements | $7,698,811 | $7,685,806 |
Buildings and improvements | 2,095,362 | 2,074,618 |
Machinery and equipment | 1,397,288 | 1,161,179 |
Vehicles | 332,714 | 220,879 |
Construction in progress | 44,080 | 0 |
Property and equipment, gross | 11,568,255 | 11,142,482 |
Less: Accumulated depreciation | -1,211,446 | -903,047 |
Property, plant and equipment, net | $10,356,809 | $10,239,435 |
Property_Plant_and_Equipment_D1
Property, Plant and Equipment (Depreciation Expense Narrative) (Details) (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Property Plant And Equipment Depreciation Expense Narrative Details | ' | ' |
Depreciation expense | $313,847 | $232,859 |
Debt_Details
Debt (Details) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
Current portion of long-term debt | ' | ' |
Term loan - Wells Fargo | $159,030 | $155,990 |
Term loan - Ally | 8,734 | 8,481 |
Unsecured subordinate promissory note - related party | 100,000 | 100,000 |
Promissory note - SGI selling shareholders | 0 | 482,317 |
Total current portion | 267,764 | 746,788 |
Long-term debt, less current portion | ' | ' |
Term loan - Wells Fargo | 2,220,803 | 2,379,833 |
Term loan - Ally | 24,584 | 33,319 |
Unsecured subordinate promissory note - related party | 300,000 | 400,000 |
Promissory note - SGI selling shareholders | 2,000,000 | 2,000,000 |
Debt discount - SGI | -92,756 | -144,194 |
Total long-term portion | 4,452,631 | 4,668,958 |
Total debt | 4,720,395 | 5,415,746 |
Fiscal Year | ' | ' |
2015 | 267,764 | ' |
2016 | 2,162,591 | ' |
2017 | 178,475 | ' |
2018 | 219,052 | ' |
2019 | 116,150 | ' |
Thereafter | 1,776,363 | ' |
Total gross debt | $4,720,395 | ' |
Debt_Narrative_Details
Debt (Narrative) (Details) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | |||
Apr. 30, 2011 | Jun. 30, 2014 | Jun. 30, 2014 | Oct. 31, 2012 | Mar. 31, 2013 | Apr. 28, 2013 | Jun. 30, 2014 | |
Credit Agreement | Term Loan | New Facilities | IVS Note | Vehicle Term Loan | SGI Note | NAB Facility | |
Line of Credit Facility, Description | ' | ' | ' | ' | ' | ' | ' |
Since 2011 the Company has had an ongoing revolving credit facility agreement with Wells Fargo Bank, National Association ("Wells Fargo"). | |||||||
In July 2012, the Company and Wells Fargo agreed to add a new term loan in the amount of $2,625,000 (the "Term Loan"). The Term Loan bears interest at a rate per annum equal to 2.35% above LIBOR as specified in the Term Loan. Under the Term Loan, the Company is also required to pay both monthly and annual principal reduction as follows: The first installment of monthly principal repayments commenced in August 2012 and continued at a fixed amount per month until the first annual increase in July 2013. Thereafter the amount of monthly principal reduction increases in August of each year through August 2018. The last monthly payment will be made in July 2019. The monthly principal repayments range from $8,107 per month through the July 2013 payment up to a high of $9,703 per month in the final year (August 2018 through July 2019). There are annual principal payments in August 2013 and 2014 in the amount of $56,000, with a final installment, consisting of all remaining unpaid principal due and payable in full on July 5, 2019. The Company may prepay the principal at any time, provided that a minimum of the lesser of $100,000 or the entire outstanding principal balance is prepaid at any one time. | On February 21, 2014, the Company entered into new credit agreements with Wells Fargo and thereby became obligated under new working capital facilities (collectively, the "New Facilities"). The New Facilities include (i) a domestic revolving facility of up to $4 million to refinance the Company's outstanding credit accommodations from Wells Fargo and for working capital purposes, and (ii) an export-import revolving facility of up to $10 million for financing export-related accounts receivable and inventory (the "Ex-Im Revolver"). The availability of credit under the Ex-Im Revolver will be limited to an aggregate of 90% of the eligible accounts receivable (as defined under the credit agreement for the Ex-Im Revolver) plus 75% of the value of eligible inventory (also as defined under the credit agreement for the Ex-Im Revolver), with the term "value" defined as the lower of cost or fair market value on a first-in first-out basis determined in accordance with generally accepted accounting principles. All amounts due and owing under the New Facilities must be paid in full on or before April 1, 2015. The New Facilities are secured by a first priority lien on accounts receivables and other rights to payment, general intangibles, inventory, and equipment. The New Facilities are further secured by a lien on, and a pledge of, 65% of the stock of the Company's wholly owned subsidiary, Seed Genetics International Pty Ltd. The Facilities bear interest either (i) at a fluctuating rate per annum determined by Wells Fargo to be 2.25% above the daily one-month LIBOR Rate in effect from time to time, or (ii) at a fixed rate per annum determined to be 2.25% above LIBOR in effect on the first day of the applicable fixed rate term. Interest is payable each month in arrears. | On October 1, 2012, the Company issued a five-year subordinated promissory note to Imperial Valley Seeds, Inc. in the principal amount of $500,000 (the "IVS Note"), with a maturity date of October 1, 2017 (the "Maturity Date"). The IVS Note will accrue interest at a rate per annum equal to one-month LIBOR at closing plus 2% (2.2%). Interest will be payable in five annual installments, in arrears, commencing on October 1, 2013, and on each succeeding anniversary thereof through and including the Maturity Date (each, a "Payment Date"), and on the Maturity Date. Amortizing payments of the principal of $100,000 will also be made on each Payment Date, with any remaining outstanding principal and accrued interest payable on the Maturity Date. | In March 2013, the Company entered into a term loan for a vehicle purchase. The loan is payable in 59 monthly installments and matures in February 2018. The loan bears interest at a rate of 2.94% per annum. | On April 1, 2013, the Company issued a three-year subordinated promissory note to the selling shareholders of SGI in the principal amount of US $2,482,317 (the "SGI Note"), with a maturity date of April 1, 2016 (the "SGI Maturity Date"). The SGI note is non-interest bearing. Principal payments of $482,317 were made in October 2013 and the remaining $2,000,000 will be paid at the SGI Maturity Date. Since the note is non-interest bearing, the Company recorded a debt discount of $156,880 at the time of issuance for the estimated net present value of the obligation and accretes the net present value of the SGI Note obligation up to the face value of the SGI Note obligation using the effective interest method as a component of interest expense. Accretion of the debt discount totaled $51,439 and $12,686 for the year ended June 30, 2014 and 2013, respectively. Accretion of the debt discount was charged to interest expense. | SGI finances the purchase of most of its seed inventory from growers pursuant to a seasonal credit facility with National Australia Bank Limited ("NAB"). The current facility expires on January 1, 2015 (the "NAB Facility Agreement") and, as of June 30, 2014, $7,583,405 was outstanding under this facility. | ||
Upon the occurrence of an event of default, as defined under the credit agreement for each of the New Facilities (collectively, the "Credit Agreements"), the principal balance due under the Facilities will thereafter bear interest at a rate per annum that is 4% above the interest rate that is otherwise in effect under the Facilities. The Credit Agreements contains customary representations and warranties, affirmative and negative covenants and customary events of default that permit Wells Fargo to accelerate the Company's outstanding obligations under the New Facilities, all as set forth in the Credit Agreements and related documents. The Credit Agreements restrict stock repurchases by the Company in any one year to $200,000. The financial covenants imposed by Wells Fargo under the Credit Agreements include the following: a consolidated tangible net worth of not less than $30 million, measured quarterly; a consolidated debt service coverage ratio of not less than 1.25 to 1.0, measured at each fiscal year end; a maximum consolidated leverage ratio of 1.50 to 1.00, measured quarterly; a consolidated net income after taxes of not less than $1.00 on a rolling four-quarter basis, measured quarterly; and a consolidated asset coverage ratio of not less than 1.75 to 1.0, measured monthly. | The NAB Facility Agreement comprises several facility lines, including an overdraft facility (AUD $980,000 limit which translates to USD $923,062 at June 30, 2014) and an interchangeable market rate facility and an overseas bills purchased facility (AUD $9,000,000 combined limit which translates to USD $8,477,100 at June 30, 2014). The market rate facility is to be reduced in stages according to the following schedule: AUD $7,000,000 by October 31, 2014; AUD $6,000,000 by November 30, 2014; and AUD $5,500,000 by December 31, 2014. | ||||||
As consideration for the Ex-Im Revolver, the Company is required to pay a one-time, non-refundable commitment fee of $100,000 to Wells Fargo. Pursuant to the terms of a Borrower Agreement between the Company and the Export-Import Bank of the United States (the "Ex-Im Bank"), the Ex-Im Bank agrees to guarantee 90% of amounts outstanding and owing under the Ex-Im Revolver. The Borrower Agreement includes prohibitions against the use of Ex-Im Revolver loan proceeds for certain purposes, including, and not limited to, the following: (i) servicing any of the Registrant's pre-existing or future indebtedness unless approved by the Ex-Im Bank in writing; (ii) acquiring fixed assets or capital assets for use in the Company's business; (iii) acquiring, equipping or renting commercial space outside of the United States; (iv) paying the salaries of non-U.S. citizens or non-U.S. permanent residents who are located outside of the United States, or in connection with a retainage or warranty unless approved by the Ex-Im Bank in writing. The Borrower Agreement also requires the Company to comply with certain minimum security requirements and related borrowing base limitations, including that the export-related borrowing base equal or exceeds the aggregate outstanding amount of loan disbursements. | SGI may access the facilities in combination; however, each facility bears interest at a unique interest rate calculated per pricing period--an interval (ranging from 7 to 180 days) between interest rate adjustments. Each facility's interest rate is calculated as the sum of an applicable indicator rate plus customer margin. The indicator rate for the market rate facility is equal to the "bid rate" quoted on the Bank Bill Swap Bid (BBSY) page of the Reuters Monitor System at or about 10:15 am Sydney Time on the banking date immediately preceding the commencement of the applicable pricing period. Under the market rate facility the customer margin is equal to 2.35% per annum. Currently, SGI's facilities accrue interest at approximately the following effective rates: market rate facility, 6.6% calculated daily; overseas bills purchased facility, 3.6% to 3.9% calculated daily; and overdraft facility, 7.6% calculated daily. | ||||||
The outstanding balance on the Wells Fargo working capital facilities was $8.3 million at June 30, 2014. The Company was in compliance with all debt covenants as of June 30, 2014. | For all NAB facilities, interest is payable each month in arrears. In the event of a default, as defined in the NAB Facility Agreement, the principal balance due under the facilities will thereafter bear interest at an increased rate per annum above the interest rate that would otherwise have been in effect from time to time under the terms of each facility (e.g., the interest rate increases by 4.5% per annum under the market rate and overdraft facilities upon the occurrence of an event of default). | ||||||
The NAB facility is secured by a fixed and floating lien over all the present and future rights, property and undertakings of SGI. The NAB facility contains customary representations and warranties, affirmative and negative covenants and customary events of default that permit NAB to accelerate SGI's outstanding obligations, all as set forth in the NAB Facility Agreement. SGI was in compliance with all NAB debt covenants at June 30, 2014. | |||||||
Effective April 21, 2014, the Company agreed to become the guarantor for the NAB Facility and thereby release the SGI's founders from their personal guarantees to NAB. Pursuant to the terms of the guarantee, in the event of a payment default by SGI and the NAB's exhaustion of all available remedies under the NAB Facility, the Company agrees to pay all unpaid amounts due and owing from SGI to NAB under the NAB Facility up to AUD $10.0 million. | |||||||
Line of Credit Facility, Collateral | ' | ' | ' | ' | ' | ' | ' |
The New Facilities are secured by a first priority lien on accounts receivables and other rights to payment, general intangibles, inventory, and equipment. The New Facilities are further secured by a lien on, and a pledge of, 65% of the stock of the Company's wholly owned subsidiary, Seed Genetics International Pty Ltd. | |||||||
Inome_Taxes_Income_Tax_Provisi
Inome Taxes (Income Tax Provision) (Detail) (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Current: | ' | ' |
Federal | $70,046 | ($58,560) |
State | 800 | 4,026 |
Foreign | 300,727 | 365,428 |
Total current income tax provision | 371,573 | 310,894 |
Deferred: | ' | ' |
Federal | -383,324 | -1,576,897 |
State | -129,645 | -103,335 |
Foreign | 228,512 | 26,215 |
Total deferred tax provision (benefit) | -284,457 | -1,654,017 |
Provision (benefit) for income taxes | $87,116 | ($1,343,123) |
Income_Taxes_Reconciliation_of
Income Taxes (Reconciliation of Taxes Provided to Federal Statutory Rate) (Details) (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Income Taxes Reconciliation Of Taxes Provided To Federal Statutory Rate Details | ' | ' |
Tax expense (benefit) at statutory rate | $156,635 | ($1,312,111) |
State taxes (benefit) net of federal tax (benefit) | 8,018 | -60,613 |
Permanent differences | 107,630 | 23,823 |
Transaction costs | 0 | 87,144 |
Federal and state research credits - current year | -29,181 | -25,326 |
Impact of change in federal and state effective income tax rates | -71,466 | 0 |
Foreign rate differential | -69,541 | -52,200 |
Other | -14,979 | -3,840 |
Income tax expense (benefit) | $87,116 | ($1,343,123) |
Inome_Taxes_Deferred_Tax_Asset
Inome Taxes (Deferred Tax Assets) (Detail) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
Deferred tax assets: | ' | ' |
Net operating loss carryforwards | $2,844,500 | $2,259,896 |
Stock compensation | 268,104 | 347,472 |
Tax credit carryforwards | 81,290 | 52,110 |
Other, net | 142,095 | 511,974 |
Total deferred tax assets | 3,335,989 | 3,171,452 |
Less valuation allowance | 0 | 0 |
Deferred tax assets, net of valuation allowance | 3,335,989 | 3,171,452 |
Deferred tax liabilities | ' | ' |
Intangible assets | -147,397 | -287,809 |
Fixed assets | -328,197 | -307,709 |
Total deferred tax liabilities | -475,594 | -595,518 |
Net deferred tax assets | $2,860,395 | $2,575,934 |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 12 Months Ended |
Jun. 30, 2014 | |
Accrued penalties and interest | $0 |
Federal | ' |
Operating Loss Carryforwards | 7,565,828 |
Operating loss carryforwards, expiration dates | ' |
begin to expire June 30, 2030 | |
Research Tax Credit Carryforwards | 64,732 |
Research Tax Credit Carryforwards, Expiration Dates | ' |
begin to expire June 30, 2030 | |
Undistributed Earnings of Foreign Subsidiaries | 2,123,000 |
State | ' |
Operating Loss Carryforwards | 4,489,786 |
Operating loss carryforwards, expiration dates | ' |
begin to expire June 30, 2030 | |
Research Tax Credit Carryforwards | $25,089 |
Research Tax Credit Carryforwards, Expiration Dates | ' |
Do not expire |
Stockholders_Equity_Common_Sto
Stockholders' Equity Common Stock (Narrative) (Details) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | ||||||||||||||
Jun. 30, 2014 | Jun. 30, 2013 | 31-May-10 | 31-May-12 | 31-May-12 | Jun. 30, 2014 | Oct. 31, 2012 | Jan. 31, 2013 | Mar. 31, 2013 | Jun. 30, 2014 | Mar. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2013 | Apr. 30, 2013 | Jul. 31, 2013 | Oct. 31, 2013 | Jan. 31, 2014 | Apr. 30, 2014 | Apr. 30, 2014 | Apr. 30, 2014 | |
May 7 2010 | May 7 2012 | May 23 2012 | September 24 2012 | IVS Acquisition | January 16 2013 | March 12 2013 | March 16 2013 | March 2013 Cashless | March 2013 Paulson 1 | March 2013 Paulson 2 | April 2013 Consulting Contract | July 2013 RSU | October 2013 RSU | January 2014 RSU | April 2014 RSU | April 2014 Paulson 1 | April 2014 Paulson 2 | |||
Proceeds from IPO net of underwriters fees, shares | ' | ' | 1,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from IPO net of underwriters fees, amount | ' | ' | $15,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Description of IPO and other stock transactions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
On May 7, 2010, the Company closed its initial public offering ("IPO") of 1,400,000 units, which priced at $11.00 per unit, raising gross proceeds of $15,400,000. Each unit consisted of two shares of common stock, one Class A warrant and one Class B warrant. In connection with the IPO, the Company issued Representative's Warrants to Paulson Investment Company, Inc. and Feltl and Company to purchase up to an aggregate of 140,000 units at $13.20, expiring May 3, 2015. | On May 7, 2012, the Company issued 73,000 shares of restricted common stock to certain members of the executive management team. The restricted common shares vest annually in equal installments over a three-year period, commencing one year from the date of the grant. | On May 23, 2012, the Company closed its underwritten public offering of 1,000,000 common shares, which priced at $5.50 per share. The Company received total proceeds, net of underwriting discounts and equity offering costs, of $5,006,311. In connection with the offering, the Company issued Representative's Warrants to Rodman & Renshaw LLC to purchase up to an aggregate of 50,000 shares of the Company's common stock at an exercise price of $6.875 per share, which expire on February 8, 2017. | On September 24, 2012, the Company sold 600,000 unregistered shares of its common stock for $5.85 per share, to one accredited investor. The Company received total proceeds, net of equity offering costs, of $3,462,586. | On October 1, 2012, the Company issued 400,000 shares of the Company's unregistered common stock pursuant to the acquisition agreement with IVS. The common stock issued was valued at $2,432,000. | On January 16, 2013, the Company closed its underwritten public offering of 1,400,000 common shares, which priced at $7.50 per share. The Company received total proceeds, net of underwriting discounts and equity offering costs, of $9,413,638. | On March 16, 2013, the Company issued 280,000 restricted stock units to certain members of the executive management team. See Note 12 for discussion on equity-based compensation. | During March 2013, the Company issued 30,597 shares of common stock pursuant to a cashless exercise of a total of 50,000 other warrants which were issued in May 2010 at an exercise price of $4.00. The 50,000 warrants have been cancelled and they are no longer outstanding. The common stock issuance was recorded at par value with no change to net equity balances. | During March 2013, Paulson Investment Company, Inc. exercised 10,500 of its underwriter warrants at an exercise price of $13.20 which resulted in the Company issuing 21,000 shares of common stock, 10,500 A warrants and 10,500 B warrants. The Company received $138,600 in proceeds from this exercise. | During March 2013, Paulson Investment Company, Inc. also exercised 10,500 of the newly issued A warrants generating proceeds of $75,075. | In April 2013, the Company issued 12,000 restricted common shares to terminate a consulting contract. The common stock issued was valued at $109,920 and was based on the fair value of the stock on the date of issuance. | In July 2013, the Company issued 30,028 shares for the settlement of RSU's which vested in July 2013. The shares issued to settle the vested RSU's were net of the required minimum employee payroll tax withholdings of $141,488 paid by the Company. | In October 2013, the Company issued 9,369 shares for the settlement of RSU's which vested in October 2013. The shares issued to settle the vested RSU's were net of the required minimum employee payroll tax withholdings of $33,354 paid by the Company. | In January 2014, the Company issued 9,190 shares for the settlement of RSU's which vested in January 2014. The shares issued to settle the vested RSU's were net of the required minimum employee payroll tax withholdings of $31,768 paid by the Company. | In April 2014, the Company issued 8,970 shares for the settlement of RSU's which vested on April 1, 2014. The shares issued to settle the vested RSU's were net of the required minimum employee payroll tax withholdings of $35,081 paid by the Company. | During April 2014, Paulson Investment Company, Inc. exercised 10,500 of its underwriter warrants at an exercise price of $13.20 which resulted in the Company issuing 21,000 shares of common stock, 10,500 A warrants and 10,500 B warrants. The Company received $138,600 in proceeds from this exercise. | During April 2014, Paulson Investment Company, Inc. also exercised 10,500 of the A warrants generating proceeds of $75,075. | ||||
Prior to the completion of the Company's redemption of the Class A warrants, each Class A warrant entitled its holder to purchase one share of the Company's common stock at an exercise price of $7.15. The Class A warrants were redeemable at the Company's option for $0.25 upon 30 days' prior written notice beginning November 3, 2010, provided certain conditions were met. The Class A warrants were redeemable provided that the Company's common stock closed at a price at least equal to $8.80 for at least five consecutive trading days. On March 12, 2013, the Company announced that it had exercised its option to call for redemption the Class A warrants. As of June 30, 2013, 1,372,641 shares of common stock were issued as a result of 1,372,641 Class A warrants being exercised at a price of $7.15. The Company received proceeds, net of fees and expenses, of $9,366,212 during the year ended June 30, 2013. The 27,359 remaining Class A Warrants that were not exercised by the deadline were redeemed by the Company for a price of $0.25 each, for an aggregate redemption cost to the Company of $6,765. There are no remaining Class A Warrants outstanding. | ||||||||||||||||||||
Each Class B warrant entitles its holder to purchase one share of common stock at an exercise price of $11.00. The Class B warrants are exercisable at any time until their expiration on May 3, 2015. The Class B warrants are redeemable at the Company's option for $0.25 upon 30 days' prior written notice beginning November 3, 2010, provided certain conditions are met. The Class B warrants are redeemable on the same terms as the Class A warrants, provided the Company's common stock has closed at a price at least equal to $13.75 for five consecutive trading days. | ||||||||||||||||||||
Proceeds from equity offering net of underwriter fees and expenses, shares | ' | ' | ' | ' | 1,000,000 | 600,000 | 400,000 | 1,400,000 | 1,372,641 | ' | 30,597 | 21,000 | 10,500 | ' | ' | ' | ' | ' | 10,500 | 10,500 |
Proceeds from equity offering net of underwriter fees and expenses, amount | ' | 9,413,638 | ' | ' | 5,006,311 | 3,462,586 | 2,432,000 | 9,413,638 | 9,366,212 | ' | ' | 138,600 | 75,075 | ' | ' | ' | ' | ' | 138,600 | 75,075 |
Restricted stock granted, shares | ' | ' | ' | 73,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,000 | ' | ' | ' | ' | ' | ' |
Restricted stock units granted, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | 280,000 | ' | ' | ' | 109,920 | 30,028 | 9,369 | 9,190 | 8,970 | ' | ' |
Fiar value ofaward on date of grant | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,984,800 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation | 872,711 | 1,053,895 | ' | ' | ' | ' | ' | ' | ' | 526,931 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payroll taxes withheld | -206,571 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 141,488 | 33,354 | 31,768 | 35,081 | ' | ' |
Treasury stock purchases, amount | ($134,196) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Warrants_O1
Stockholders' Equity Warrants Outstanding (Details) (USD $) | 12 Months Ended |
Jun. 30, 2014 | |
Warrants outstanding | 1,590,000 |
Class B warrants | ' |
Warrant grant date | '2010-05 |
Warrants outstanding | 1,421,000 |
Exercise price per share | $11 |
Warrant expiration date | '2015-05 |
Underwriter warrants - units | ' |
Warrant grant date | '2010-05 |
Warrants outstanding | 119,000 |
Exercise price per share | $13.20 |
Warrant expiration date | '2015-05 |
Underwriter warrants | ' |
Warrant grant date | '2010-05 |
Warrants outstanding | 50,000 |
Exercise price per share | $6.88 |
Warrant expiration date | '2017-02 |
Stockholders_Equity_Narrative_
Stockholders' Equity (Narrative) (Details) (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Stockholders Equity Narrative Details | ' | ' |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares issued | 11,665,093 | 11,584,101 |
Common stock, shares, outstanding | 11,640,093 | 11,584,101 |
Treasury stock purchases, amount | ($134,196) | ' |
Foreign_Currency_Contract_Narr
Foreign Currency Contract (Narrative) (Details) (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Foreign Currency Contract Narrative Details | ' | ' |
Foreign Currency Transactions, Description | ' | ' |
The Company's subsidiary SGI 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 under ASC 815; accordingly, changes in the fair value are recorded in current period earnings. These foreign currency contracts have a notional value of $716,264 at June 30, 2014 and maturities range from August to September 2014. | ||
The Company records an asset or liability on the balance sheet for the fair value of the foreign currency forward contracts. The foreign currency contract asset totaled $627 at June 30, 2014 and a liability totaled $663,043 at June 30, 2013. The Company recorded a gain on foreign exchange contracts of $111,815 which is reflected in cost of revenue for the year ended June 30, 2014. The Company recorded a loss on foreign exchange contracts of $778,478 during the year ended June 30, 2013, which is reflected in cost of revenue. | ||
Foreign exchange contract asset | $627 | ' |
Foreign exchange contract liability | ' | 663,043 |
Gain on foreign exchange contracts | 111,194 | ' |
Loss on foreign exchange contracts | ' | $778,478 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Operating Leases) (Details) (USD $) | Jun. 30, 2014 |
Year ending June 30: | ' |
2015 | $569,437 |
2016 | 633,385 |
2017 | 648,080 |
2018 | 302,841 |
2019 | 235,500 |
2020 and beyond | 1,373,750 |
Purchase commitments | $26,000,000 |
Related_Party_Transactions_Nar
Related Party Transactions (Narrative) (Details) (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Accounts Receivable, Related Parties, Current | $0 | $0 |
Accounts Payable, Related Parties, Current | 1,053,874 | 893,929 |
Triangle T | ' | ' |
Related Party Transaction, Description of Transaction | ' | ' |
Grover T. Wickersham, the Company's Chairman of the Board, has a non-controlling ownership interest in Triangle T Partners, LLC ("TTP") and served as a member of its Board of Managers until his resignation in December 2012. | ||
The Company used the services of TTP employees and TTP equipment in connection with harvesting certain alfalfa seed fields farmed by S&W during the first quarter of fiscal 2014. In addition, the Company purchased alfalfa seed from TTP. The Company incurred $213,515 and $0 of charges from TTP for its services and costs in connection with farming operations and seed purchases during the years ended June 30, 2014 and 2013, respectively. | ||
Related Party Transaction, Purchases from Related Party | 213,515 | 0 |
Accounts Payable, Related Parties, Current | 100,500 | 30,045 |
IVM | ' | ' |
Related Party Transaction, Description of Transaction | ' | ' |
Glen D. Bornt, a member of the Company's Board of Directors, is the founder and President of Imperial Valley Milling Co. ("IVM"). He is its majority shareholder and a member of its Board of Directors. Fred Fabre, the Company's Vice President of Sales and Marketing, is a minority shareholder of IVM. IVM had a 15-year supply agreement with Imperial Valley Seeds, Inc., and this agreement was assigned by IVS to the Company when it purchased the assets of IVS in October 2012. IVM contracts with alfalfa seed growers in California's Imperial Valley and sells its growers' seed to the Company pursuant to a supply agreement. Under the terms of the supply agreement, IVM's entire certified and uncertified alfalfa seed production will be offered and sold to the Company, and the Company will have the exclusive option to purchase all or any portion of IVM's seed production. The Company paid $12,506,088 to IVM during the year ended June 30, 2014. Total amounts due to IVM totaled $651,611 and $863,884 at June 30, 2014 and 2013, respectively. | ||
Related Party Transaction, Purchases from Related Party | 12,506,088 | ' |
Accounts Payable, Related Parties, Current | 651,611 | 863,884 |
Bungalally Farms | ' | ' |
Related Party Transaction, Description of Transaction | ' | ' |
Simon Pengelly, SGI's Chief Financial Officer, has a non-controlling ownership interest in the partnership Bungalally Farms (BF). During the period April 1, 2013 to June 30, 2014, BF was one of SGI's contract alfalfa seed growers. SGI currently has entered into seed production contracts with BF on the same commercial terms and conditions as with the other growers with whom SGI contracts for alfalfa seed production. For the fourth quarter of fiscal 2013 and the year ended June 30, 2014, the Company purchased a total of $884,097 of alfalfa seed which BF grew and sold to SGI under contract seed production agreements. SGI currently has seed production agreements with BF for 123 hectares of various seed varieties as part of its contract production for which SGI paid BF the same price it agreed to pay its other growers. Mr. Pengelly did not personally receive any portion of these funds. Amounts due to BF totaled $373,341 at June 30, 2014 and $428,379 at June 30, 2013. | ||
Related Party Transaction, Purchases from Related Party | 884,097 | ' |
Accounts Payable, Related Parties, Current | $373,341 | $428,379 |
EquityBased_Compensation_2009_
Equity-Based Compensation (2009 Equity Incentive Plan Narrative) (Details) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | 31-May-12 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Jun. 30, 2014 | |
2009 Plan | May 2012 Grants | May 2012 Grants | May 2012 Grants | December 2012 Grants | March 2013 Grants | March 2013 Grants | |||
Description of the 2009 Equity Incentive Plan | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2009 Equity Incentive Plan | |||||||||
In October 2009 and January 2010, the Company's Board of Directors and stockholders, respectively, approved the 2009 Equity Incentive Plan (the "2009 Plan"). The plan authorized the grant and issuance of options, restricted shares and other equity compensation to the Company's directors, employees, officers and consultants, and those of the Company's subsidiaries and parent, if any. In October 2012 and December 2012, the Company's Board of Directors and stockholders, respectively, approved the amendment and restatement of the 2009 Plan, including an increase in the number of shares available for issuance as grants and awards under the Plan to 1,250,000 shares. In September 2013 and December 2013, the Company's Board of Directors and stockholders, respectively, approved the amendment and restatement of the 2009 Plan, including an increase in the number of shares available for issuance as grants and awards under the Plan to 1,700,000 shares. | |||||||||
The term of incentive stock options granted under the 2009 Plan may not exceed ten years, or five years for incentive stock options granted to an optionee owning more than 10% of the Company's voting stock. The exercise price of options granted under the 2009 Plan must be equal to or greater than the fair market value of the shares of the common stock on the date the option is granted. An incentive stock option granted to an optionee owning more than 10% of voting stock must have an exercise price equal to or greater than 110% of the fair market value of the common stock on the date the option is granted. | |||||||||
Plan Modification, Description and Terms | ' | ' | ' | ' | ' | ' | ' | ' | ' |
In September 2013 and December 2013, the Company's Board of Directors and stockholders, respectively, approved the amendment and restatement of the 2009 Plan, including an increase in the number of shares available for issuance as grants and awards under the Plan to 1,700,000 shares. | |||||||||
Number of shares reserved for issuance under the plan | ' | ' | 1,700,000 | ' | ' | ' | ' | ' | ' |
Shares available for future grants and awards | ' | ' | 225,000 | ' | ' | ' | ' | ' | ' |
Terms of awards and other restrictions | ' | ' | ' | ' | ' | ' | ' | ' | ' |
The term of incentive stock options granted under the 2009 Plan may not exceed ten years, or five years for incentive stock options granted to an optionee owning more than 10% of the Company's voting stock. The exercise price of options granted under the 2009 Plan must be equal to or greater than the fair market value of the shares of the common stock on the date the option is granted. An incentive stock option granted to an optionee owning more than 10% of voting stock must have an exercise price equal to or greater than 110% of the fair market value of the common stock on the date the option is granted. | |||||||||
Stock options granted | ' | ' | ' | ' | ' | ' | 175,000 | ' | ' |
Stock option exercise price | $6.44 | $7.20 | ' | ' | ' | ' | $7.20 | ' | ' |
Stock option or RSU vesting period | ' | ' | ' | '3 years | ' | ' | '3 years | '4 years 6 months | ' |
Stock option expiration date | ' | ' | ' | ' | ' | ' | 8-Dec-17 | 1-Jan-18 | ' |
Restricted stock units granted | ' | ' | ' | 73,000 | ' | ' | ' | 280,000 | ' |
Share-based compensation | $872,711 | $1,053,895 | ' | ' | $146,000 | $146,000 | ' | ' | $145,511 |
Fiar value of RSU on date of grant | ' | ' | ' | ' | ' | ' | ' | $2,984,800 | ' |
Unvested restricted shares outstanding | 48,666 | ' | ' | ' | ' | ' | ' | ' | ' |
EquityBased_Compensation_Weigh
Equity-Based Compensation (Weighted Average Assumptions) (Details) (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Stock Options | ' | ' |
Risk Free Interest Rate, minimum | 1.30% | ' |
Risk-free rate of interest | ' | 0.63% |
Risk Free Interest Rate, maximum | 1.49% | ' |
Dividend yield | 0.00% | 0.00% |
Volatility of common stock, minimum | 44.00% | ' |
Volatility of common stock | ' | 45.00% |
Volatility of common stock, maximum | 47.00% | ' |
Exit / attrition rates, minimum | '25% | '20% |
Exit / attrition rates, maximum | '30% | '25% |
Target exercise factor, minimum | '1.25 | '1.50 |
Target exercise factor, maximum | '1.54 | '1.75 |
Weighted average grant date fair value of options granted and outstanding | $0.83 | ' |
Stock-based compensation, total compensation cost not yet recognized, period for recognition | '0 years 237 days | ' |
Non-Employee Options | ' | ' |
Risk-free rate of interest | 0.00% | 0.00% |
Dividend yield | 0.00% | 0.00% |
Volatility of common stock | 0.00% | 0.00% |
Exit / attrition rates, maximum | '0 | '0 |
Target exercise factor, maximum | '0 | '0 |
EquityBased_Compensation_Sched
Equity-Based Compensation (Schedule Of Stock Option Activity) (Details) (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Equity-based Compensation Schedule Of Stock Option Activity Details | ' | ' |
Options, Outstanding as of beginning of period | 827,000 | 677,000 |
Options, Granted | 270,000 | 175,000 |
Options, Exercised | 0 | -21,875 |
Options, Forfeited, cancelled or expired | -10,000 | -3,125 |
Options, Outstanding as of end of period | 1,087,000 | 827,000 |
Options, Vested and Exercisable at end of period | 825,417 | ' |
Weighted-Average Exercise Prices, Outstanding as of beginnig of period | $4.74 | $4.08 |
Weighted-Average Exercise Prices, Granted | $6.44 | $7.20 |
Weighted-Average Exercise Prices, Exercised | $0 | $4.09 |
Weighted-Average Exercise Prices, Forfeited, cancelled or expired | $4.10 | $4.20 |
Weighted-Average Exercise Prices, Outstanding as of end of period | $5.17 | $4.74 |
Weighted-Average Exercise Prices, Vested and Exercisable | $4.74 | ' |
Weighted-Average Remaining Contractual Term (in years), Vested and Exercisable | '2 years | ' |
Options Outstanding, Weighted-Average Remaining Contractual Term (in years) | '2 years 329 days | ' |
Options Granted, Weighted-Average Remaining Contractual Term (in years) | 2.5 | 4.5 |
EquityBased_Compensation_Sched1
Equity-Based Compensation (Schedule Of Other Than Option Plan Activity) (Details) (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Nonvested restricted stock | ' | ' |
Nonvested units outstanding at beginning | 48,666 | ' |
Units granted | 0 | ' |
Units vested | -24,334 | ' |
Units forfeited | 0 | ' |
Nonvested units outstanding at end | 24,332 | ' |
Nonvested units outstanding, weighted average grant date fair value per unit | $6 | $6 |
Weighted-average remaining contractual life (years) | '329 days | ' |
Nonvested RSU's | ' | ' |
Nonvested units outstanding at beginning | 280,000 | ' |
Units granted | 0 | ' |
Units vested | -88,664 | ' |
Units forfeited | 0 | ' |
Nonvested units outstanding at end | 191,336 | ' |
Nonvested units outstanding, weighted average grant date fair value per unit | $10.66 | $10.66 |
Weighted-average remaining contractual life (years) | '3 years 110 days | ' |
EquityBased_Compensation_Narra
Equity-Based Compensation (Narrative) (Details) (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Stock-based compensation | $872,711 | $1,053,895 |
Stock Options | ' | ' |
Unrecognized stock compensation expense, net of estimated forfeitures, related to options | 266,634 | ' |
Stock-based compensation, total compensation cost not yet recognized, period for recognition | '0 years 237 days | ' |
Nonvested restricted stock | ' | ' |
Unrecognized stock compensation expense related to restricted stock grants | 124,341 | ' |
Stock-based compensation, total compensation cost not yet recognized, period for recognition | '329 days | ' |
Stock-based compensation | 146,000 | 146,000 |
Nonvested RSU's | ' | ' |
Unrecognized stock compensation expense related to restricted stock grants | 1,880,571 | ' |
Stock-based compensation, total compensation cost not yet recognized, period for recognition | '3 years 110 days | ' |
Stock-based compensation | $872,712 | $943,974 |
NonCash_Investing_Activities_f
Non-Cash Investing Activities for Statements of Cash Flows (Details) (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Non-cash Investing Activities For Statements Of Cash Flows Details | ' | ' |
Net assets acquired in business acquisition with issuances of notes payable and common stock | $0 | $14,216,627 |
Common stock issued for cashless exercise of common stock warrants | 0 | 31 |
Common stock issued for cashless exercise of common stock options | 0 | 6 |
Shares forfeited in lieu of payroll tax withholdings by stock award recipients | 0 | 97,938 |
(Increase) decrease in non-cash net assets of subsidiary due to foreign currency translation gain (loss) | 435,069 | 2,103,836 |
Vehicle acquired with note payable | $0 | $44,573 |
Subsequent_Events_Narrative_De
Subsequent Events (Narrative) (Details) | 12 Months Ended |
Jun. 30, 2014 | |
Subsequent Events Narrative Details | ' |
Subsequent Event, Description | ' |
In July 2014, the Company issued 9,354 shares for the settlement of RSU's which vested on July 1, 2014. | |