Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Dec. 31, 2014 | Feb. 12, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | S&W Seed Co | |
Entity Central Index Key | 1477246 | |
Document Type | 10-Q | |
Document Period End Date | 31-Dec-14 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -24 | |
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 Common Stock, Shares Outstanding | 12,961,475 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2015 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Jun. 30, 2014 |
CURRENT ASSETS | ||
Cash and cash equivalents | $4,920,121 | $1,167,503 |
Accounts receivable, net | 16,100,789 | 24,255,596 |
Inventories, net | 43,524,943 | 28,485,584 |
Prepaid expenses and other current assets | 383,962 | 230,907 |
Deferred tax asset | 1,288,076 | 1,300,665 |
TOTAL CURRENT ASSETS | 66,217,891 | 55,440,255 |
Property, plant and equipment, net | 17,507,464 | 10,356,809 |
Goodwill | 14,912,856 | 4,939,462 |
Other intangibles, net | 34,868,174 | 14,590,771 |
Crop production costs, net | 3,019,178 | 1,952,100 |
Deferred tax asset - long-term | 2,804,882 | 1,666,488 |
Debt isuance costs | 1,726,543 | 0 |
Other asset - long-term | 359,507 | 354,524 |
TOTAL ASSETS | 141,416,495 | 89,300,409 |
CURRENT LIABILITIES | ||
Accounts payable | 29,906,858 | 15,026,669 |
Accounts payable - related parties | 1,781,730 | 1,053,874 |
Accrued expenses and other current liabilities | 1,160,007 | 818,730 |
Foreign exchange contract liabilities | 159,326 | 0 |
Working capital line of credit | 13,306,987 | 15,888,640 |
Current portion of long-term debt | 213,457 | 267,764 |
Current portion of convertible notes | 3,760,862 | 0 |
TOTAL CURRENT LIABILITIES | 50,289,227 | 33,055,677 |
Non-compete obligation, less current porton | 100,000 | 150,000 |
Contingent consideration obligation | 2,200,000 | 0 |
Long-term debt, less current portion | 14,321,357 | 4,452,631 |
Convertible notes, net of debt discount $4,862,000 | 18,377,138 | 0 |
Derivative warrant liabilities | 4,862,000 | 0 |
Other non-current liabilities | 114,790 | 127,866 |
TOTAL LIABILITIES | 90,264,512 | 37,786,174 |
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; 12,977,801 issued and 12,952,801 outstanding at December 31, 2014; 11,665,093 issued and 11,640,093 outstanding at June 30, 2014 | 12,979 | 11,666 |
Treasury stock, at cost, 25,000 shares at December 31, 2014 and June 30, 2014 | -134,196 | -134,196 |
Additional paid-in capital | 59,761,470 | 55,121,876 |
Retained earnings (deficit) | -4,233,320 | -1,816,344 |
Accumulated other comprehensive loss | -4,254,950 | -1,668,767 |
TOTAL STOCKHOLDERS' EQUITY | 51,151,983 | 51,514,235 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $141,416,495 | $89,300,409 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Jun. 30, 2014 |
Liabilities | ||
Debt discount | $4,862,000 | $0 |
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 | 12,977,801 | 11,665,093 |
Common stock, shares outstanding | 12,952,801 | 11,640,093 |
Treasury stock, shares | 25,000 | 25,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | ||||
Revenue | $13,793,766 | $11,460,197 | $21,957,999 | $23,838,783 |
Cost of revenue | 11,832,557 | 9,082,367 | 18,682,998 | 19,153,374 |
Gross profit | 1,961,209 | 2,377,830 | 3,275,001 | 4,685,409 |
Operating expenses | ||||
Selling, general and administrative expenses | 3,000,201 | 1,471,041 | 4,788,628 | 3,065,243 |
Research and development expenses | 208,480 | 246,449 | 431,838 | 480,088 |
Depreciation and amortization | 310,552 | 317,334 | 630,311 | 631,788 |
Total operating expenses | 3,519,233 | 2,034,824 | 5,850,777 | 4,177,119 |
Loss (loss) from operations | -1,558,024 | 343,006 | -2,575,776 | 508,290 |
Other expense | ||||
Impairment expense | 500,198 | 500,198 | 0 | |
Foreign currency (gain) loss | 35,148 | 24,343 | 82,889 | -30,198 |
Interest expense, net | 187,742 | 122,571 | 434,392 | 280,125 |
Income (loss) before income tax expense (benefit) | -2,281,112 | 196,092 | -3,593,255 | 258,363 |
Income tax expense (benefit) | -738,452 | 85,960 | -1,176,279 | 107,022 |
Net income (loss) | ($1,542,660) | $110,132 | ($2,416,976) | $151,341 |
Net income (loss) per common share: | ||||
Basic | ($0.13) | $0.01 | ($0.21) | $0.01 |
Diluted | ($0.13) | $0.01 | ($0.21) | $0.01 |
Weighted average number of common shares outstanding: | ||||
Basic | 11,634,469 | 11,561,629 | 11,629,766 | 11,562,540 |
Diluted | 11,634,469 | 11,662,369 | 11,629,766 | 11,758,527 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (Loss) (USD $) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Consolidated Statements Of Comprehensive Income Loss | ||||
Net income (loss) | ($1,542,660) | $110,132 | ($2,416,976) | $151,341 |
Foreign currency transaction adjustment | -1,244,152 | -901,700 | -2,586,183 | -607,532 |
Comprehensive loss | ($2,786,812) | ($791,568) | ($5,003,159) | ($456,191) |
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, 2013 | $11,585 | $54,338,758 | ($2,189,444) | ($2,103,836) | $50,057,063 | |
Beginning 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 | ||||
Stock-based compensation - options, restricted stock and RSU's | 0 | 0 | 447,075 | 0 | 0 | 447,075 |
Net issuance to settle RSUs, shares | 18,708 | |||||
Net issuance to settle RSUs, amount | 19 | 0 | -43,130 | 0 | 0 | -43,111 |
Proceeds from sale of common stock, net of fees and expenses, shares | 1,294,000 | |||||
Proceeds from sale of common stock, net of fees and expenses, amount | 1,294 | 0 | 4,235,649 | 0 | 0 | 4,236,943 |
Other comprehensive income (loss) | 0 | 0 | 0 | 0 | -2,586,183 | -2,586,183 |
Net income (loss) | 0 | 0 | 0 | -2,416,976 | 0 | -2,416,976 |
Ending balance, amount at Dec. 31, 2014 | $12,979 | ($134,196) | $59,761,470 | ($4,233,320) | ($4,254,950) | $51,151,983 |
Ending balance, shares at Dec. 31, 2014 | 12,977,801 | -25,000 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 6 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | ($2,416,976) | $151,341 |
Adjustments to reconcile net income from operating activities to net cash used in operating activities | ||
Stock-based compensation | 447,075 | 437,495 |
Change in allowance for doubtful accounts | 8,632 | 0 |
Impairment charges | 500,198 | 0 |
Depreciation and amortization | 630,311 | 631,788 |
Change in foreign exchange contracts | 173,977 | -668,924 |
Amortization of debt discount | 26,143 | 25,579 |
Changes in: | ||
Accounts receivable | 7,071,072 | 769,672 |
Inventories | 4,838,843 | 2,207,989 |
Prepaid expenses and other current assets | 32,854 | 237,656 |
Crop production costs | -1,567,276 | -841,877 |
Deferred tax asset | -1,138,394 | -165,324 |
Accounts payable | -5,832,578 | -13,853,616 |
Accounts payable - related parties | 912,721 | 59,820 |
Accrued expenses and other current liabilities | 296,580 | -1,114,622 |
Other non-current liabilities | 4,445 | -94,549 |
Net cash used in operating activities | 3,987,627 | -12,217,572 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Additions to property, plant and equipment | -693,311 | -244,858 |
Acquisition of business | -27,000,000 | 0 |
Investment in Bioceres | -4,982 | 0 |
Net cash used in investing activities | -27,698,293 | -244,858 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Net proceeds from sale of common stock | 4,236,943 | 0 |
Common stock repurchased | -134,196 | |
Taxes paid related to net share settlements of stock-based compensation awards | -43,111 | -174,803 |
Borrowings and repayments on line of credit, net | -1,763,375 | 4,274,646 |
Borrowings of long-term convertible debt | 27,000,000 | 0 |
Debt issuance costs | -1,726,543 | 0 |
Repayments of long-term debt | -211,724 | -692,399 |
Net cash provided by (used in) financing activities | 27,492,190 | 3,273,248 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | -28,906 | -2,483 |
NET INCREASE (DECREASE) IN CASH | 3,752,618 | -9,191,665 |
CASH AND CASH EQUIVALENTS, beginning of the period | 1,167,503 | 11,781,074 |
CASH AND CASH EQUIVALENTS, end of period | 4,920,121 | 2,589,409 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest | 424,037 | 292,221 |
Income taxes | $254,803 | $689,486 |
NOTE_1_BACKGROUND_AND_ORGANIZA
NOTE 1 - BACKGROUND AND ORGANIZATION | 6 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
NOTE 1 - BACKGROUND AND ORGANIZATION | NOTE 1 - BACKGROUND AND ORGANIZATION |
Organization | |
S&W Seed Company, a Nevada corporation (the "Company") was founded as a general partnership in 1980 and was originally in the business of 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 and 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 general partnership's original business. Seed Holding, LLC remains a consolidated subsidiary of the Company. | |
In December 2011, the Company reincorporated in Nevada as a result of a statutory short-form merger of the Delaware corporation into its wholly-owned subsidiary, S&W Seed Company, 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 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 and developing marketing and distribution programs for its stevia products. | |
On December 31, 2014, the Company purchased certain alfalfa research and production facility and conventional (non-GMO) alfalfa germplasm assets and assumed certain related liabilities ("the Pioneer Acquisition") of Pioneer Hi-Bred International, Inc. ("DuPont Pioneer"). | |
The Company believes it is the global leader in alfalfa seed with research and development, production and distribution capabilities. The Company's operations span the world's alfalfa seed production regions with operations in the San Joaquin and Imperial Valleys of California, five other US states, Australia, and three provinces in Canada, and the Company sells its seed products in more than 25 countries around the globe. | |
NOTE_2_SUMMARY_OF_SIGNIFICANT_
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | |||||||||||||||||||
Dec. 31, 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. | ||||||||||||||||||||
Unaudited Interim Financial Information | ||||||||||||||||||||
The accompanying consolidated balance sheet as of December 31, 2014, consolidated statements of operations for the three and six months ended December 31, 2014 and 2013, consolidated statements of comprehensive income (loss) for the three and six months ended December 31, 2014 and 2013, consolidated statement of owners' equity for the six months ended December 31, 2014 and consolidated statements of cash flows for the six months ended December 31, 2014 and 2013 are unaudited. These unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). In the opinion of the Company's management, the unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments necessary for the fair presentation of the Company's statement of financial position at December 31, 2014 and its results of operations for the three and six months ended December 31, 2014, and its cash flows for the six months ended December 31, 2014 and 2013. The results for the three and six months ended December 31, 2014 are not necessarily indicative of the results to be expected for the fiscal year ending June 30, 2015. | ||||||||||||||||||||
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), derivative liabilities, 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. Three customers accounted for 23% of its revenue for the three months ended December 31, 2014, and two customers accounted for 25% of its revenue for the three months ended December 31, 2013. Three customers accounted for 29% of its revenue for the six months ended December 31, 2014, and two customers accounted for 23% of its revenue for six months ended December 31, 2013. | ||||||||||||||||||||
Three customers accounted for 32% of the Company's accounts receivable at December 31, 2014. One customer accounted for 32% of the Company's accounts receivable at June 30, 2014. | ||||||||||||||||||||
Sales direct to international customers represented 87% and 74% of revenue during the three months ended December 31, 2014 and 2013, respectively. Sales direct to international customers represented 87% and 80% of revenue during the six months ended December 31, 2014 and 2013, respectively. As of December 31, 2014, approximately 4% of the net book value of fixed assets were located outside of the United States. | ||||||||||||||||||||
The following table shows revenue from external customers by country: | ||||||||||||||||||||
Three Months Ended December 31, | Six Months Ended December 31, | |||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||
Saudi Arabia | $ | 4,701,980 | 34% | $ | 1,191,896 | 10% | Saudi Arabia | $ | 7,142,696 | 33% | $ | 5,431,287 | 23% | |||||||
United States | 1,797,424 | 13% | 2,976,998 | 26% | United States | 2,824,375 | 13% | 4,668,977 | 20% | |||||||||||
Mexico | 1,278,369 | 9% | 1,407,467 | 12% | Mexico | 3,278,178 | 15% | 2,497,093 | 10% | |||||||||||
Australia | 1,868,506 | 14% | 49,616 | 0% | Australia | 2,498,523 | 11% | 1,305,751 | 5% | |||||||||||
Argentina | 677,011 | 5% | 395,158 | 3% | France | 805,817 | 4% | 7,948 | 0% | |||||||||||
Germany | 492,146 | 4% | 96,473 | 1% | Argentina | 677,011 | 3% | 395,158 | 2% | |||||||||||
France | 391,337 | 3% | - | 0% | Germany | 653,573 | 3% | 194,846 | 1% | |||||||||||
Libya | - | 0% | 1,694,180 | 15% | Libya | -485 | 0% | 2,822,720 | 12% | |||||||||||
Emirates | - | 0% | 1,163,882 | 10% | Emirates | - | 0% | 1,163,882 | 5% | |||||||||||
Other | 2,586,993 | 18% | 2,484,527 | 23% | Other | 4,078,311 | 18% | 5,351,121 | 22% | |||||||||||
Total | $ | 13,793,766 | 100% | $ | 11,460,197 | 100% | Total | $ | 21,957,999 | 100% | $ | 23,838,783 | 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. | ||||||||||||||||||||
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 December 31, 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. | ||||||||||||||||||||
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: | ||||||||||||||||||||
December 31, | June 30, | |||||||||||||||||||
2014 | 2014 | |||||||||||||||||||
Cash | $ | 4,798,788 | $ | 1,046,201 | ||||||||||||||||
Money market funds | 121,333 | 121,302 | ||||||||||||||||||
$ | 4,920,121 | $ | 1,167,503 | |||||||||||||||||
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 $4,548,788 and $796,201 in excess of FDIC insured limits at December 31, 2014 and June 30, 2014, 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 $81,188 and $72,556 at December 31, 2014 and June 30, 2014, 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: | ||||||||||||||||||||
December 31, | June 30, | |||||||||||||||||||
2014 | 2014 | |||||||||||||||||||
Raw materials and supplies | $ | 290,615 | $ | 173,922 | ||||||||||||||||
Work in progress and growing crops | 1,120 | 3,990,678 | ||||||||||||||||||
Finished goods | 43,233,208 | 24,320,984 | ||||||||||||||||||
$ | 43,524,943 | $ | 28,485,584 | |||||||||||||||||
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: | ||||||||||||||||||||
December 31, | June 30, | |||||||||||||||||||
2014 | 2014 | |||||||||||||||||||
Alfalfa seed production | $ | 2,774,235 | $ | 1,747,429 | ||||||||||||||||
Alfalfa hay | 42,038 | 16,885 | ||||||||||||||||||
Other crops | 202,905 | 187,786 | ||||||||||||||||||
Total crop production costs, net | $ | 3,019,178 | $ | 1,952,100 | ||||||||||||||||
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, 3-10 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. The intangible assets are amortized based on useful lives ranging from 3-30 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 life of the award, stock price volatility, dividend rate, risk-free interest 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 Black-Scholes-Merton pricing model and the assumptions shown in Note 12. 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. | ||||||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||
Net income (loss) | $ | -1,542,660 | $ | 110,132 | $ | -2,416,976 | $ | 151,341 | ||||||||||||
Net income (loss) per common share: | ||||||||||||||||||||
Basic | $ | -0.13 | $ | 0.01 | $ | -0.21 | $ | 0.01 | ||||||||||||
Diluted | $ | -0.13 | $ | 0.01 | $ | -0.21 | $ | 0.01 | ||||||||||||
Weighted average number of common shares outstanding: | ||||||||||||||||||||
Basic | 11,634,469 | 11,561,629 | 11,629,766 | 11,562,540 | ||||||||||||||||
Diluted | 11,634,469 | 11,662,369 | 11,629,766 | 11,758,527 | ||||||||||||||||
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: | ||||||||||||||||||||
December 31, | ||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||
Warrants | 2,699,999 | - | ||||||||||||||||||
Convertible debentures | 5,400,000 | - | ||||||||||||||||||
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 | 50,000 | ||||||||||||||||||
Stock options | 1,314,197 | 208,929 | ||||||||||||||||||
Nonvested restricted stock | 24,332 | - | ||||||||||||||||||
Nonvested RSUs | 164,004 | - | ||||||||||||||||||
Total | 11,549,532 | 2,187,429 | ||||||||||||||||||
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. A triggering event during the quarter ended December 31, 2014 prompted a review of certain farmland related costs. The carrying value of these assets was deemed in excess of fair value and the Company recorded an impairment charge of $500,198 in the consolidated statement of operations. | ||||||||||||||||||||
Derivative Financial Instruments | ||||||||||||||||||||
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. | ||||||||||||||||||||
Derivative Warrant Liabilities | ||||||||||||||||||||
The Company reviews the terms of the common stock, warrants and convertible debt it issues to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. | ||||||||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||||||||
The Company discloses 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. | ||||||||||||||||||||
The assets acquired and liabilities assumed in the Pioneer Acquisition were valued at fair value on a non-recurring basis as of December 31, 2014. No assets or liabilities were valued at fair value on a non-recurring basis as of June 30, 2014. | ||||||||||||||||||||
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 December 31, 2014 and June 30, 2014. | ||||||||||||||||||||
Fair Value Measurements as of December 31, 2014 Using: | ||||||||||||||||||||
Level 1 | Level 2 | Level 3 | ||||||||||||||||||
Foreign exchange contract liability | $ | - | $ | 159,326 | $ | - | ||||||||||||||
Contingent consideration obligation | - | - | 2,200,000 | |||||||||||||||||
Derivative warrant liabilities | - | - | 4,862,000 | |||||||||||||||||
Total | $ | - | $ | 159,326 | $ | 7,062,000 | ||||||||||||||
Fair Value Measurements as of June 30, 2014 Using: | ||||||||||||||||||||
Level 1 | Level 2 | Level 3 | ||||||||||||||||||
Foreign exchange contract asset | $ | - | $ | 627 | $ | - | ||||||||||||||
Total | $ | - | $ | 627 | $ | - | ||||||||||||||
Recent Accounting Pronouncements | ||||||||||||||||||||
In July 2013, the FASB issued Accounting Standards Update (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 adopted the standard effective July 1, 2014. The adoption of this ASU is not expected to have a material impact on its consolidated financial statements. | ||||||||||||||||||||
In June 2014, the FASB issued ASU No. 2014-12, Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The new guidance requires that share-based compensation that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on the Company's financial position or results of operations. | ||||||||||||||||||||
NOTE_3_BUSINESS_COMBINATIONS
NOTE 3 - BUSINESS COMBINATIONS | 6 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Business Combinations [Abstract] | |||||||
NOTE 3 b BUSINESS COMBINATIONS | NOTE 3 - BUSINESS COMBINATIONS | ||||||
On December 31, 2014, the Company purchased certain alfalfa research and production facility and conventional (non-GMO) alfalfa germplasm assets (and assumed certain related liabilities) of DuPont Pioneer. The acquisition expanded the Company's production capabilities, diversified its product offerings and provided access to new distribution channels. | |||||||
The Pioneer Acquisition was consummated pursuant to the terms of an asset purchase and sale agreement. The purchase price under the Agreement was up to $42,000,000, consisting of $27,000,000 in cash (payable at closing), a three year secured promissory note (the "Note") payable by the Company to DuPont Pioneer in the initial principal amount of $10,000,000 (issued at closing), and a potential earn-out payment (payable as an increase in the principal amount of the Note) of up to $5,000,000 based on S&W sales under distribution and production agreements as well as other Company sales of products containing the acquired germplasm in the three-year period following the closing. The Note will accrue interest at a rate of 3% per annum and interest will be payable in three annual installments, in arrears, commencing on December 31, 2015. | |||||||
The Pioneer Acquisition has been accounted for as a business combination and the Company valued and recorded all assets acquired and liabilities assumed at their estimated fair values on the date of the Pioneer Acquisition. Since the acquisition date was December 31, 2014, the only activity impacting the Statements of Operations for the periods ended December 31, 2014 were transactions expenses. The consolidated balance sheet as of December 31, 2014 reflects the impact of the Pioneer Acquisition. | |||||||
The purchase price allocation is based on estimated fair value as follows: | |||||||
Inventory | $ | 21,519,376 | |||||
Property, plant, and equipment | 6,709,265 | ||||||
Distribution agreement | 5,050,000 | ||||||
Grower relationships | 83,000 | ||||||
Technology/IP - germplasm | 12,130,000 | ||||||
Technology/IP - seed varieties | 4,780,000 | ||||||
Goodwill | 10,447,735 | ||||||
Current liabilities | -21,519,376 | ||||||
Total acquisition cost allocated | $ | 39,200,000 | |||||
The purchase price consists of the following: | |||||||
Cash | $ | 27,000,000 | |||||
Secured three-year promissory note | 10,000,000 | ||||||
Fair value of contingent consideration | 2,200,000 | ||||||
Total acquisition cost allocated | $ | 39,200,000 | |||||
The excess of the purchase price over the fair value of the net assets acquired, amounting to $10,447,735, 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 values and useful lives of the acquired DuPont Pioneer intangibles are as follows: | |||||||
Estimated | |||||||
Useful Life | Estimated | ||||||
(Years) | Fair Value | ||||||
Distribution agreement | 20 | $ | 5,050,000 | ||||
Grower relationships | 10 | 83,000 | |||||
Technology/IP - germplasm | 30 | 12,130,000 | |||||
Technology/IP - seed varieties | 15 | 4,780,000 | |||||
Total identifiable intangible assets | $ | 22,043,000 | |||||
The Company incurred $1,145,064 of acquisition costs associated with the Pioneer Acquisition that have been recorded in selling, general and administrative expenses on the consolidated statement of operations. | |||||||
In the transaction, DuPont Pioneer retained ownership of its GMO (genetically modified) alfalfa germplasm and related intellectual property assets, as well as the right to develop new GMO-traited alfalfa germplasm. The retained GMO germplasm assets incorporate certain GMO traits that are licensed to DuPont Pioneer from third parties (the "Third Party GMO Traits"). The Company was interested in acquiring the GMO assets as well, and DuPont Pioneer was interested in selling those assets, but terms could not be agreed-upon, in part because of the need for agreements with the third parties from whom the Third Party GMO Traits are licensed. . | |||||||
The agreements related to the Pioneer Acquisition provide that both the Company and DuPont Pioneer will work towards obtaining the necessary consents from and agreements with third parties such that the GMO assets can be transferred from DuPont Pioneer to the Company. If such consents and agreements are obtained before November 30, 2017, the Company has committed to buy and DuPont Pioneer has committed to sell the GMO assets at a price of $7,000,000 on or before December 29, 2017. | |||||||
The following unaudited pro forma financial information presents results as if the Pioneer Acquisition occurred on July 1, 2013. | |||||||
Six Months Ended | |||||||
December 31, | |||||||
(Unaudited) | 2014 | 2013 | |||||
Revenue | $ | 36,918,796 | $ | 32,790,618 | |||
Net income (loss) | $ | 462,305 | $ | -874,819 | |||
For purposes of the pro forma disclosures above, the primary adjustments for the six months ended December 31, 2014 include: (i) the reduction of DuPont Pioneer historical revenue to reflect the shift from end customer to wholesale pricing; (ii) the reduction of cost of revenue to remove DuPont Pioneer's historical sales incentives included in cost of sales; (iii) the elimination of acquisition-related charges of $1,145,064; (iv) amortization of acquired intangibles of $491,900; (v) depreciation of acquired property, plant and equipment of $250,000; (vi) additional interest expense on the convertible notes issued concurrent to the acquisition, including non-cash amortization of debt issuance costs and accretion of debt discount of $2,078,837; (vii) additional interest expense of $150,000 for the promissory included in total consideration for the acquisition; and viii) adjustments to reflect the additional income tax expense assuming a combined Company's effective tax rate of 32.7%. | |||||||
The primary adjustments for the six months ended December 31, 2013 include: (i) the reduction of DuPont Pioneer historical revenue to reflect the shift from end customer to wholesale pricing; (ii) the reduction of cost of revenue to remove DuPont Pioneer's historical sales incentives included in cost of sales; (iii) amortization of acquired intangibles of $491,900; (iv) depreciation of acquired property, plant and equipment of $250,000; (v) additional interest expense on the convertible notes issued concurrent to the acquisition, including non-cash amortization of debt issuance costs and accretion of debt discount of $2,954,544; (vi) additional interest expense of $150,000 for the promissory included in total consideration for the acquisition; and (vii) adjustments to reflect the additional income tax expense assuming a combined Company's effective tax rate of 41.4%. | |||||||
NOTE_4_OTHER_INTANGIBLE_ASSETS
NOTE 4 - OTHER INTANGIBLE ASSETS | 6 Months Ended | |||||||||||||||||
Dec. 31, 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-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 | |||||||||
Balance at | Foreign Currency | Balance at | ||||||||||||||||
1-Jul-14 | Additions | Amortization | Translation | 31-Dec-14 | ||||||||||||||
Intellectual property | $ | 6,246,572 | $ | - | $ | -157,502 | $ | -824,342 | $ | 5,264,728 | ||||||||
Trade name | 1,521,864 | - | -42,419 | -43,345 | 1,436,100 | |||||||||||||
Technology/IP | 1,043,067 | - | -59,480 | - | 983,587 | |||||||||||||
Non-compete | 471,768 | - | -67,922 | -28,107 | 375,739 | |||||||||||||
GI customer list | 100,295 | - | -3,582 | - | 96,713 | |||||||||||||
Grower relationships | 2,744,164 | 83,000 | -69,195 | -362,139 | 2,395,830 | |||||||||||||
Supply agreement | 1,380,311 | - | -37,816 | - | 1,342,495 | |||||||||||||
Customer relationships | 1,082,730 | - | -29,744 | -40,003 | 1,012,983 | |||||||||||||
Distribution agreement | - | 5,050,000 | - | - | 5,050,000 | |||||||||||||
Technology/IP - germplasm | - | 12,130,000 | - | - | 12,130,000 | |||||||||||||
Technology/IP - seed varieties | - | 4,780,000 | - | - | 4,780,000 | |||||||||||||
$ | 14,590,771 | $ | 22,043,000 | $ | -467,660 | $ | -1,297,937 | $ | 34,868,174 | |||||||||
Amortization expense totaled $228,468 and $239,466 for the three months ended December 31, 2014 and 2013, respectively. Amortization expense totaled $467,660 and $477,025 for the six months ended December 31, 2014 and 2013, respectively. Estimated aggregate remaining amortization is as follows: | ||||||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | ||||||||||||||
Amortization expense | $ | 973,387 | $ | 1,932,946 | $ | 1,924,302 | $ | 1,924,302 | $ | 1,924,302 | ||||||||
NOTE_5_PROPERTY_PLANT_AND_EQUI
NOTE 5 - PROPERTY, PLANT AND EQUIPMENT | 6 Months Ended | ||||||
Dec. 31, 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: | |||||||
December 31, | June 30, | ||||||
2014 | 2014 | ||||||
Land and improvements | $ | 8,944,031 | $ | 7,698,811 | |||
Buildings and improvements | 5,062,712 | 2,095,362 | |||||
Machinery and equipment | 3,355,674 | 1,397,288 | |||||
Vehicles | 922,806 | 332,714 | |||||
Construction in progress | 593,115 | 44,080 | |||||
Total property, plant and equipment | 18,878,338 | 11,568,255 | |||||
Less: accumulated depreciation | -1,370,874 | -1,211,446 | |||||
Property, plant and equipment, net | $ | 17,507,464 | $ | 10,356,809 | |||
Depreciation expense totaled $82,084 and $77,868 for the three months ended December 31, 2014 and 2013, respectively. Depreciation expense totaled $162,651 and $154,763 for the six months ended December 31, 2014 and 2013, respectively. | |||||||
NOTE_6_DEBT
NOTE 6 - DEBT | 6 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Notes to Financial Statements | |||||||||
NOTE 6 - DEBT | NOTE 6 - DEBT | ||||||||
Total debts outstanding, excluding convertible debt addressed in Note 7, are presented on the balance sheet as follows: | |||||||||
31-Dec-14 | June 30, 2014 | ||||||||
Working capital lines of credit | |||||||||
Wells Fargo | $ | 8,900,000 | $ | 8,305,235 | |||||
National Australia Bank Limited | 4,406,987 | 7,583,405 | |||||||
Total working capital lines of credit | 13,306,987 | 15,888,640 | |||||||
Current portion of long-term debt | |||||||||
Term loan - Wells Fargo | 104,594 | 159,030 | |||||||
Term loan - Ally | 8,863 | 8,734 | |||||||
Unsecured subordinate promissory note - related party | 100,000 | 100,000 | |||||||
Total current portion | 213,457 | 267,764 | |||||||
Long-term debt, less current portion | |||||||||
Term loan - Wells Fargo | 2,167,851 | 2,220,803 | |||||||
Term loan - Ally | 20,120 | 24,584 | |||||||
Unsecured subordinate promissory note - related party | 200,000 | 300,000 | |||||||
Promissory note - SGI selling shareholders | 2,000,000 | 2,000,000 | |||||||
Promissory note - DuPont Pioneer | 10,000,000 | - | |||||||
Debt discount - SGI | -66,614 | -92,756 | |||||||
Total long-term portion | 14,321,357 | 4,452,631 | |||||||
Total debt | $ | 14,534,814 | $ | 4,720,395 | |||||
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 receivable 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 at (i) 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) 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 contain 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; however, in October 2014, Wells Fargo agreed to increase the annual limit of stock repurchases to $2.0 million. 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 of December 31, 2014, the Company did not meet the covenant requiring consolidated net income after taxes of not less than $1.00 on a rolling four-quarter basis, measured quarterly. The Company received a letter from Wells Fargo waiving this covenant for the December 31, 2014 reporting period. The Company is in compliance with all other debt covenants at December 31, 2014. | |||||||||
As consideration for the Ex-Im Revolver, the Company was 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, but not limited to, the following: (i) servicing any of the Company'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; and (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. | |||||||||
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%, which equals 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. The outstanding balance on the IVS note was $300,000 at December 31, 2014. | |||||||||
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. A principal payment of $482,317 was 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 $13,107 and $26,143 for the three and six months ended December 31, 2014, respectively. Accretion of the debt discount was charged to interest expense. | |||||||||
On December 31, 2014 the Company issued a three-year secured promissory note to DuPont Pioneer in the initial principal amount of US $10,000,000 (the "Pioneer Note"), with a maturity date of December 31, 2017 (the "Pioneer Maturity Date"). The Pioneer Note will accrue interest at 3% per annum. Interest will be payable in three annual installments, in arrears, commencing on December 31, 2015, and on each succeeding anniversary thereof through and including the Pioneer Maturity Date. The principal balance remains outstanding until maturity on December 31, 2017. | |||||||||
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 February 28, 2015 (the "NAB Facility Agreement"), and as of December 31, 2014, $4.4 million was outstanding under this facility. | |||||||||
The NAB Facility Agreement comprises several facility lines, including an overdraft facility (AUD $980,000 limit which translated to USD $799,288 at December 31, 2014) and an interchangeable market rate facility and an overseas bills purchased facility (AUD $5,500,000 combined limit which translated to USD $4,485,800 at December 31, 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 December 31, 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, excluding convertible debt addressed in Note 7, are as follows: | |||||||||
Fiscal Year | Amount | ||||||||
2015 | $ | 82,183 | |||||||
2016 | 2,162,591 | ||||||||
2017 | 178,475 | ||||||||
2018 | 10,219,052 | ||||||||
2019 | 116,150 | ||||||||
Thereafter | 1,776,363 | ||||||||
Total | $ | 14,534,814 | |||||||
NOTE_7_SENIOR_CONVERTIBLE_NOTE
NOTE 7 - SENIOR CONVERTIBLE NOTES AND WARRANTS | 6 Months Ended | |||
Dec. 31, 2014 | ||||
Debt Disclosure [Abstract] | ||||
NOTE 7 - SENIOR CONVERTIBLE NOTES AND WARRANTS | NOTE 7 - SENIOR CONVERTIBLE NOTES AND WARRANTS | |||
On December 31, 2014, the Company consummated the sale of senior secured convertible debentures (the "Debentures") and common stock purchase warrants (the "Warrants") to various institutional investors ("Investors") pursuant to the terms of a securities purchase agreement among the Company and the Investors. At closing, the Company received $27,000,000 in gross proceeds. Offering expenses of $1,726,543 attributed to the Debentures were recorded as deferred financing fees and capitalized on the consolidated balance sheet and offering expenses of $382,952 attributed derivative warrants were expensed to the statement of operations. The net proceeds were paid directly to DuPont Pioneer in partial consideration for the purchase of certain Pioneer assets, the closing for which also took place on December 31, 2014. See Note 4 for further discussion on the Pioneer Acquisition. | ||||
Debentures | ||||
The Debentures are due and payable on November 30, 2017, unless earlier converted or redeemed. The Debentures bear interest on the aggregate unconverted and then outstanding principal amount at 8% per annum, payable in arrears monthly beginning February 2, 2015. Commencing on the occurrence of any Event of Default (as defined in the Debentures) that results in the eventual acceleration of the Debentures, the interest rate will increase to 18% per annum. The monthly interest is payable in cash, or in any combination of cash or shares of the Company's common stock at the Company's option, provided certain "equity conditions" defined in the Debentures are satisfied. Beginning on July 1, 2015, the Company is required to make monthly payments of principal as well, payable in cash or any combination of cash or shares of its common stock at the Company's option, provided all of the applicable equity conditions are satisfied. The Debentures contain certain rights of acceleration and deferral at the holder's option in the event a principal payment is to be made in stock and contains certain limited acceleration rights of the Company, if it has elected to redeem in cash and provided certain conditions are satisfied. | ||||
The Debentures provide for redemption of up to $5,000,000 in principal amount, payable in cash without prepayment penalty, if redeemed by July 1, 2015. Such early redemption is required in the event of certain real estate sales and otherwise is optional. The Company may otherwise redeem the Debentures before maturity upon payment of the optional redemption price, which is equal to 120% of the sum of the principal amount of the Debentures, all accrued and unpaid interest, all other interest that would accrue if the Debentures were held to maturity and any unpaid liquidated damages that may be assessed under any of the transaction documents, including the Securities Purchase Agreement, the Registration Rights Agreement and the Warrants. The Debentures are convertible, at the holder's option, into the Company's common stock at an initial conversion price of $5.00, subject to adjustment for stock splits, reverse stock splits and similar recapitalization events. If, on September 30, 2015, the conversion price of $5.00 exceeds the arithmetic average of the 10 lowest VWAPs of the common stock during the 20 consecutive trading days ending on the trading day that is immediately prior to September 30, 2015 the conversion price will adjust to that arithmetic average but in no event will the price be reset below $4.15 (as adjusted for any stock dividends, stock split, stock combination, reclassification or similar transaction occurring after December 30, 2014). The Company has a one-time optional forced conversion right, exercisable if specified conditions are satisfied. | ||||
The Debentures are the Company's senior secured obligations, subject only to certain secured obligations of Wells Fargo and DuPont Pioneer (limited to a purchase money security interest in the purchased assets). The rights of Wells Fargo, DuPont Pioneer and the holders of the Debentures are set forth in an inter-creditor and subordination agreement that was entered into in connection with the closing of the issuance of the Debentures. | ||||
Warrants | ||||
The Warrants entitle the holders to purchase, in the aggregate, 2,699,999 shares of common stock. The Warrants are exercisable beginning June 30, 2015 and expire on June 30, 2020, unless earlier redeemed. The Warrants are initially exercisable at an exercise price equal to $5.00, subject to adjustment for stock splits, combinations or similar recapitalization events. If, on September 30, 2015, the exercise price then in effective exceeds the arithmetic average of the 10 lowest VWAPs of the Company's common stock during the 20 consecutive trading days ending on the trading day that is immediately prior to September 30, 2015 then the exercise price for the Warrants will be reset to that arithmetic average, but in no event will the reset price fall below $4.15 (as adjusted for any stock dividends, stock split, stock combination, reclassification or similar transaction occurring after December 30, 2014). In addition, if the Company issues or is deemed to have issued securities at a price lower than the then applicable exercise price during the three year period ending December 31, 2017, the exercise price of the Warrants will adjust based on a weighted average anti-dilution formula ("down-round protection"). The Warrants may be exercised for cash, provided that, if there is no effective registration statement available registering the exercise of the Warrants, the Warrants may be exercised on a cashless basis. At any time after July 1, 2015, provided that (i) all equity conditions set forth in the Warrant have been satisfied, and (ii) the closing sales price of the common stock equals or exceeds $12.00 for 15 consecutive trading days (subject to adjustment for stock splits, reverse stock splits and other similar recapitalization events), the Company may redeem all or any part of the Warrants then outstanding for cash in an amount equal to $0.25 per Warrant. | ||||
Accounting for the Conversion Option and Warrants | ||||
The aggregate gross proceeds of $27,000,000 were allocated between the Debentures and the Warrants. Due to the down-round price protection included in the terms of the Warrants, the Warrants are treated as a derivative liability in the consolidated balance sheet, measured at fair value and marked to market each reporting period until the earlier of the Warrants being fully exercised or December 31, 2017, when the down-round protection expires. The initial fair value of the Warrants on December 31, 2014 was $4,862,000. The Warrants were valued using the Monte Carlo simulation model, under the following assumptions: (i) expected life of 5.5 years, (ii) volatility of 53.4%, (iii) risk-free interest rate of 1.65%, and (iv) dividend rate of zero. The exercise price re-set feature was captured within the Monte-Carlo simulation by creating a series of stock price paths and examining whether or not the simulated stock price was less than the original stated exercise price. If the simulated value was less, the exercise price was adjusted downward using the formula per the warrant purchase agreement. If the simulated stock price was higher, the exercise price remained set at the originally stated exercise price. | ||||
The remaining $22,138,000 of proceeds was allocated to the Debentures. The difference between the initial amount allocated to the Debentures and the face value will be amortized over the term of the Debentures using the effective interest method. In addition, debt issuance costs totaling $1,726,543 are being amortized over the term of the Debentures using the effective interest method. | ||||
While the conversion feature of the Debentures does not require separate accounting as either a derivative or an equity component, the potential reset of the conversion price on September 30, 2015 creates a contingent beneficial conversion feature. If the conversion price is adjusted at September 30, 2015 to a price less than $4.88 per share, a beneficial conversion feature will be recognized at that time, up to a maximum of approximately $3,900,000 if the conversion price resets to $4.15 per share. Any beneficial conversion feature recognized will reduce the recognized value of the debt and be treated as additional debt discount, which will be accreted to interest expense over the remaining term of the Debentures. | ||||
Fiscal Year | Amount | |||
2015 | $ | - | ||
2016 | 11,172,414 | |||
2017 | 11,172,414 | |||
2018 | 4,655,172 | |||
2019 | - | |||
Thereafter | - | |||
Total | $ | 27,000,000 | ||
NOTE_8_STOCKHOLDERS_EQUITY
NOTE 8 - STOCKHOLDERS' EQUITY | 6 Months Ended | ||||||||||
Dec. 31, 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 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. | |||||||||||
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. | |||||||||||
In July 2014, the Company issued 9,354 shares for the settlement of RSU's which vested on July 1, 2014. The shares issued to settle the vested RSU's were net of the required minimum employee payroll tax withholdings of $26,945 paid by the Company. | |||||||||||
In October 2014, the Company issued 9,354 shares for the settlement of RSU's which vested on October 1, 2014. The shares issued to settle the vested RSU's were net of the required minimum employee payroll tax withholdings of $16,167 paid by the Company. | |||||||||||
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. | |||||||||||
On December 31, 2014, the Company sold 1,294,000 unregistered shares of its common stock for $3.60 per share, to one accredited investor. The Company received total proceeds, net of fees and expenses, of $4,236,943. | |||||||||||
The following table summarizes the warrants outstanding at December 31, 2014: | |||||||||||
Issue | 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 | ||||||
Warrants | Dec-14 | 2,699,999 | $ | 5.00 | Jun-20 | ||||||
4,289,999 | |||||||||||
The Company is authorized to issue up to 50,000,000 shares of its $0.001 par value common stock. At December 31, 2014, there were 12,977,801 shares issued and 12,952,801 shares outstanding. At June 30, 2014, there were 11,665,093 shares issued and 11,640,093 shares outstanding. | |||||||||||
See Note 12 for discussion on equity-based compensation. | |||||||||||
NOTE_9_FOREIGN_CURRENCY_CONTRA
NOTE 9 - FOREIGN CURRENCY CONTRACTS | 6 Months Ended |
Dec. 31, 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 $3.1 million at December 31, 2014 and maturities range from January 2015 to April 2015. | |
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 liabilities totaled $159,326 at December 31, 2014 compared to a foreign currency contract asset of $627 at June 30, 2014. The Company recorded a loss on foreign exchange contracts of $289,754 and $329,463, which is reflected in cost of revenue for the three and six months ended December 31, 2014. The Company recorded a gain on foreign exchange contracts of $19,675 and $111,194 during the three and six months ended December 31, 2013, which is reflected in cost of revenue. | |
NOTE_10_COMMITMENTS_AND_CONTIN
NOTE 10 - COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
NOTE 10 - COMMITMENTS AND CONTINGENCIES | NOTE 10 - COMMITMENTS AND CONTINGENCIES |
Commitments | |
In the Pioneer Acquisition, DuPont Pioneer retained ownership of its GMO (genetically modified) alfalfa germplasm and related intellectual property assets, as well as the right to develop new GMO-traited alfalfa germplasm. The retained GMO germplasm assets incorporate certain GMO traits that are licensed to DuPont Pioneer from third parties (the "Third Party GMO Traits"). | |
Pursuant to the terms of the Asset Purchase and Sale Agreement for the Pioneer Acquisition, if required third party consents are received prior to November 30, 2017 and subject to the satisfaction of certain other conditions specified in the Asset Purchase and Sale Agreement, either the Company or DuPont Pioneer has the right to enter into (and require the other party to enter into) on December 29, 2017 (or such earlier date as the parties agree) a proposed form of asset purchase and sale agreement, as the same may be updated in accordance with the terms of the Asset Purchase and Sale Agreement, pursuant to which Company would acquire additional GMO germplasm varieties and other related assets from DuPont Pioneer for a purchase price of $7,000,000. | |
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. | |
NOTE_11_RELATED_PARTY_TRANSACT
NOTE 11 - RELATED PARTY TRANSACTIONS | 6 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
NOTE 11 - RELATED PARTY TRANSACTIONS | NOTE 11 - RELATED PARTY TRANSACTIONS |
Grover T. Wickersham, a member of the Company's Board of Directors, 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 2015 and 2014. In addition, the Company purchased alfalfa seed from TTP during such periods. The Company incurred $0 and $78,634 of charges from TTP for its services and costs in connection with farming operations and seed purchases during the three and six months ended December 31, 2014, respectively. | |
The Company incurred $0 and $98,765 of charges from TTP for its services and costs in connection with farming operations during the three and six months ended December 31, 2013, respectively. | |
Amounts due to TTP totaled $0 at December 31, 2014 and $100,500 at June 30, 2014, 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 $5,494,366 to IVM during the six months ended December 31, 2014. Total amounts due to IVM totaled $1,675,705 and $651,611 at December 31, 2014 and June 30, 2014, respectively. | |
Simon Pengelly, SGI's Chief Financial Officer, has a non-controlling ownership interest in the partnership Bungalally Farms (BF). BF is 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 2014 and the first six months of fiscal 2015, the Company purchased a total of $31,581 of alfalfa seed that 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 $106,025 at December 31, 2014 and $373,341 at June 30, 2014. | |
NOTE_12_EQUITYBASED_COMPENSATI
NOTE 12 - EQUITY-BASED COMPENSATION | 6 Months Ended | |||||||||||
Dec. 31, 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. | ||||||||||||
Beginning with the quarter ended December 31, 2014, the Company began utilizing a Black-Scholes-Merton option pricing model, which includes assumptions regarding the risk-free interest rate, dividend yield, life of the award, and the volatility of our common shares to estimate the fair value of employee options grants. The fair value of grants issued prior to the quarter ended December 31, 2014 were estimated using a lattice model. The weighted average assumptions used in the Black-Scholes-Merton model were: (i) 1.4% - 1.5% risk free rate of interest; (ii) 0% dividend yield; (iii) 50.8% volatility of common stock; and (iv) 5.2% - 14.9% forfeitures. | ||||||||||||
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 respective dates of grant. 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. During the six months ended December 31, 2014, the Company granted 227,197 stock options to its directors, officers and employees at exercise prices ranging from $3.61 to $6.25. These options vest in equal quarterly installments over periods ranging from one to three years and expiration dates range from five to ten years from the date of grant. | ||||||||||||
A summary of stock option activity for the year ended June 30, 2014 and six months ended December 31, 2014 is presented below: | ||||||||||||
Weighted - | ||||||||||||
Weighted - | Average | |||||||||||
Average | Remaining | |||||||||||
Number | Exercise Price | Contractual | ||||||||||
Outstanding | Per Share | Life (Years) | ||||||||||
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 | |||||||||
Granted | 227,197 | 3.89 | 9.9 | |||||||||
Exercised | - | - | - | |||||||||
Canceled/forfeited/expired | - | - | - | |||||||||
Outstanding at December 31, 2014 | 1,314,197 | 4.95 | 2.7 | |||||||||
Options vested and exercisable at December 31, 2014 | 904,210 | $ | 4.89 | 1.5 | ||||||||
The weighted average grant date fair value of options granted and outstanding at December 31, 2014 was $1.22. At December 31, 2014, the Company had $510,132 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 2.4 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 $36,766 and $36,500 of stock-based compensation expense associated with this grant during the three months ended December 31, 2014 and 2013, respectively. The Company recorded $73,266 and $73,000 of stock-based compensation expense associated with this grant during the six months ended December 31, 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: | ||||||||||||
Six Months Ended December 31, 2014 | ||||||||||||
Weighted - | ||||||||||||
Weighted - | Average | |||||||||||
Number of | Average | Remaining | ||||||||||
Nonvested | Grant Date | Contractual | ||||||||||
Restricted Shares | Fair Value | Life (Years) | ||||||||||
Beginning nonvested restricted shares outstanding | 24,332 | $ | 6.00 | - | ||||||||
Granted | - | - | - | |||||||||
Vested | - | - | - | |||||||||
Forfeited | - | - | - | |||||||||
Ending nonvested restricted shares outstanding | 24,332 | $ | 6.00 | 0.3 | ||||||||
At December 31, 2014, the Company had $51,075 of unrecognized stock compensation expense related to the restricted stock grants, which will be recognized over the weighted average remaining service period of 0.3 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 vested 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 $145,423 and $145,511 of stock-based compensation expense associated with this grant during the three months ended December 31, 2014 and 2013, respectively. The Company recorded $290,934 and $291,022 of stock-based compensation expense associated with this grant during the six months ended December 31, 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: | ||||||||||||
Six Months Ended December 31, 2014 | ||||||||||||
Weighted - | ||||||||||||
Number of | Weighted - | Average | ||||||||||
Nonvested | Average | Remaining | ||||||||||
Restricted | Grant Date | Contractual | ||||||||||
Share Units | Fair Value | Life (Years) | ||||||||||
Beginning nonvested restricted units outstanding | 191,336 | $ | 10.66 | - | ||||||||
Granted | - | - | - | |||||||||
Vested | -27,332 | - | - | |||||||||
Forfeited | - | - | - | |||||||||
Ending nonvested restricted units outstanding | 164,004 | $ | 10.66 | 2.8 | ||||||||
At December 31, 2014, the Company had $1,589,637 of unrecognized stock compensation expense related to the restricted stock units, which will be recognized over the weighted average remaining service period of 2.75 years. | ||||||||||||
At December 31, 2014 there were 158,049 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 three months ended December 31, 2014 and 2013 totaled $228,063 and $222,469, respectively. Stock-based compensation expense recorded for stock options, restricted stock grants and restricted stock units for the six months ended December 31, 2014 and 2013 totaled $447,075 and $437,495, respectively. | ||||||||||||
NOTE_13_NONCASH_INVESTING_AND_
NOTE 13 - NON-CASH INVESTING AND FINANCING ACTIVITIES FOR STATEMENTS OF CASH FLOWS | 6 Months Ended | ||||||
Dec. 31, 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 activities during the six months ended December 31, 2014 and 2013, respectively. | |||||||
Six Months Ended | |||||||
December 31, | |||||||
2014 | 2013 | ||||||
Net assets acquired in business acquisitions | $ | 12,200,000 | $ | - | |||
Debt discount from warranty liability | 4,862,000 | - | |||||
(Increase) decrease in non-cash net assets of subsidiary due to foreign currency translation gain (loss) | -2,586,183 | -607,532 | |||||
NOTE_14_SUBSEQUENT_EVENTS
NOTE 14 - SUBSEQUENT EVENTS | 6 Months Ended |
Dec. 31, 2014 | |
Note 14 - Subsequent Events | |
Note 14 - SUBSEQUENT EVENTS | NOTE 14 - SUBSEQUENT EVENTS |
In January 2015, the Company entered into agreements to sell 759 acres of farmland in Calipatria, California, as well as 30 acres of farmland in Five Points, California, for $7.3 million combined. Concurrently, the Company signed an agreement with the purchaser of the Calipatria farmland for continued alfalfa seed production of the Company's proprietary alfalfa seed varieties on a contracted basis. Following the repayment of the existing $2.3 million Wells Fargo mortgage on the Calipatria farmland, the Company will utilize the remaining proceeds to prepay $5.0 million of the convertible debentures recently issued in connection with the Company's acquisition of DuPont Pioneer's alfalfa seed production and research assets. | |
The farmland sales are expected to close during the Company's third quarter ending March 31, 2015. The Company will receive net cash proceeds from the farmland sales of approximately $5.0 million following the repayment of the existing $2.3 million Wells Fargo mortgage on the Calipatria farmland. As discussed in Note 2, the Company recorded an impairment charge of $500,198 during the quarter ended December 31, 2014, as the carrying value of these assets was deemed in excess of net realizable value. | |
In January 2015, the Company issued 8,674 shares for the settlement of RSU's which vested on January 1, 2015. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | |||||||||||||||||||
Dec. 31, 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. | ||||||||||||||||||||
Unaudited Interim Financial Information | Unaudited Interim Financial Information | |||||||||||||||||||
The accompanying consolidated balance sheet as of December 31, 2014, consolidated statements of operations for the three and six months ended December 31, 2014 and 2013, consolidated statements of comprehensive income (loss) for the three and six months ended December 31, 2014 and 2013, consolidated statement of owners' equity for the six months ended December 31, 2014 and consolidated statements of cash flows for the six months ended December 31, 2014 and 2013 are unaudited. These unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). In the opinion of the Company's management, the unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments necessary for the fair presentation of the Company's statement of financial position at December 31, 2014 and its results of operations for the three and six months ended December 31, 2014, and its cash flows for the six months ended December 31, 2014 and 2013. The results for the three and six months ended December 31, 2014 are not necessarily indicative of the results to be expected for the fiscal year ending June 30, 2015. | ||||||||||||||||||||
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), derivative liabilities, 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. Three customers accounted for 23% of its revenue for the three months ended December 31, 2014, and two customers accounted for 25% of its revenue for the three months ended December 31, 2013. Three customers accounted for 29% of its revenue for the six months ended December 31, 2014, and two customers accounted for 23% of its revenue for six months ended December 31, 2013. | ||||||||||||||||||||
Three customers accounted for 32% of the Company's accounts receivable at December 31, 2014. One customer accounted for 32% of the Company's accounts receivable at June 30, 2014. | ||||||||||||||||||||
Sales direct to international customers represented 87% and 74% of revenue during the three months ended December 31, 2014 and 2013, respectively. Sales direct to international customers represented 87% and 80% of revenue during the six months ended December 31, 2014 and 2013, respectively. As of December 31, 2014, approximately 4% of the net book value of fixed assets were located outside of the United States. | ||||||||||||||||||||
The following table shows revenue from external customers by country: | ||||||||||||||||||||
Three Months Ended December 31, | Six Months Ended December 31, | |||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||
Saudi Arabia | $ | 4,701,980 | 34% | $ | 1,191,896 | 10% | Saudi Arabia | $ | 7,142,696 | 33% | $ | 5,431,287 | 23% | |||||||
United States | 1,797,424 | 13% | 2,976,998 | 26% | United States | 2,824,375 | 13% | 4,668,977 | 20% | |||||||||||
Mexico | 1,278,369 | 9% | 1,407,467 | 12% | Mexico | 3,278,178 | 15% | 2,497,093 | 10% | |||||||||||
Australia | 1,868,506 | 14% | 49,616 | 0% | Australia | 2,498,523 | 11% | 1,305,751 | 5% | |||||||||||
Argentina | 677,011 | 5% | 395,158 | 3% | France | 805,817 | 4% | 7,948 | 0% | |||||||||||
Germany | 492,146 | 4% | 96,473 | 1% | Argentina | 677,011 | 3% | 395,158 | 2% | |||||||||||
France | 391,337 | 3% | - | 0% | Germany | 653,573 | 3% | 194,846 | 1% | |||||||||||
Libya | - | 0% | 1,694,180 | 15% | Libya | -485 | 0% | 2,822,720 | 12% | |||||||||||
Emirates | - | 0% | 1,163,882 | 10% | Emirates | - | 0% | 1,163,882 | 5% | |||||||||||
Other | 2,586,993 | 18% | 2,484,527 | 23% | Other | 4,078,311 | 18% | 5,351,121 | 22% | |||||||||||
Total | $ | 13,793,766 | 100% | $ | 11,460,197 | 100% | Total | $ | 21,957,999 | 100% | $ | 23,838,783 | 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. | ||||||||||||||||||||
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 December 31, 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. | ||||||||||||||||||||
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: | ||||||||||||||||||||
December 31, | June 30, | |||||||||||||||||||
2014 | 2014 | |||||||||||||||||||
Cash | $ | 4,798,788 | $ | 1,046,201 | ||||||||||||||||
Money market funds | 121,333 | 121,302 | ||||||||||||||||||
$ | 4,920,121 | $ | 1,167,503 | |||||||||||||||||
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 $4,548,788 and $796,201 in excess of FDIC insured limits at December 31, 2014 and June 30, 2014, 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 $81,188 and $72,556 at December 31, 2014 and June 30, 2014, 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. | ||||||||||||||||||||
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. | ||||||||||||||||||||
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, 3-10 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. The intangible assets are amortized based on useful lives ranging from 3-30 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 life of the award, stock price volatility, dividend rate, risk-free interest 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 Black-Scholes-Merton pricing model and the assumptions shown in Note 12. 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. | ||||||||||||||||||||
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. | ||||||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||
Net income (loss) | $ | -1,542,660 | $ | 110,132 | $ | -2,416,976 | $ | 151,341 | ||||||||||||
Net income (loss) per common share: | ||||||||||||||||||||
Basic | $ | -0.13 | $ | 0.01 | $ | -0.21 | $ | 0.01 | ||||||||||||
Diluted | $ | -0.13 | $ | 0.01 | $ | -0.21 | $ | 0.01 | ||||||||||||
Weighted average number of common shares outstanding: | ||||||||||||||||||||
Basic | 11,634,469 | 11,561,629 | 11,629,766 | 11,562,540 | ||||||||||||||||
Diluted | 11,634,469 | 11,662,369 | 11,629,766 | 11,758,527 | ||||||||||||||||
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: | ||||||||||||||||||||
December 31, | ||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||
Warrants | 2,699,999 | - | ||||||||||||||||||
Convertible debentures | 5,400,000 | - | ||||||||||||||||||
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 | 50,000 | ||||||||||||||||||
Stock options | 1,314,197 | 208,929 | ||||||||||||||||||
Nonvested restricted stock | 24,332 | - | ||||||||||||||||||
Nonvested RSUs | 164,004 | - | ||||||||||||||||||
Total | 11,549,532 | 2,187,429 | ||||||||||||||||||
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. A triggering event during the quarter ended December 31, 2014 prompted a review of certain farmland related costs. The carrying value of these assets was deemed in excess of fair value and the Company recorded an impairment charge of $500,198 in the consolidated statement of operations. | ||||||||||||||||||||
Foreign Exchange Contracts | Derivative Financial Instruments | |||||||||||||||||||
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. | ||||||||||||||||||||
Derivative Warrant Liabilities | Derivative Financial Instruments | |||||||||||||||||||
Derivative Warrant Liabilities | ||||||||||||||||||||
The Company reviews the terms of the common stock, warrants and convertible debt it issues to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. | ||||||||||||||||||||
Fair Values of Financial Instruments | Fair Value of Financial Instruments | |||||||||||||||||||
The Company discloses 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. | ||||||||||||||||||||
The assets acquired and liabilities assumed in the Pioneer Acquisition were valued at fair value on a non-recurring basis as of December 31, 2014. No assets or liabilities were valued at fair value on a non-recurring basis as of June 30, 2014. | ||||||||||||||||||||
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. | ||||||||||||||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | |||||||||||||||||||
In July 2013, the FASB issued Accounting Standards Update (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 adopted the standard effective July 1, 2014. The adoption of this ASU is not expected to have a material impact on its consolidated financial statements. | ||||||||||||||||||||
In June 2014, the FASB issued ASU No. 2014-12, Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The new guidance requires that share-based compensation that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on the Company's financial position or results of operations. | ||||||||||||||||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Certain Risks and Concentrations) (Tables) | 6 Months Ended | |||||||||||||||||||
Dec. 31, 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 revenue from external customers by country: | |||||||||||||||||||
Three Months Ended December 31, | Six Months Ended December 31, | |||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||
Saudi Arabia | $ | 4,701,980 | 34% | $ | 1,191,896 | 10% | Saudi Arabia | $ | 7,142,696 | 33% | $ | 5,431,287 | 23% | |||||||
United States | 1,797,424 | 13% | 2,976,998 | 26% | United States | 2,824,375 | 13% | 4,668,977 | 20% | |||||||||||
Mexico | 1,278,369 | 9% | 1,407,467 | 12% | Mexico | 3,278,178 | 15% | 2,497,093 | 10% | |||||||||||
Australia | 1,868,506 | 14% | 49,616 | 0% | Australia | 2,498,523 | 11% | 1,305,751 | 5% | |||||||||||
Argentina | 677,011 | 5% | 395,158 | 3% | France | 805,817 | 4% | 7,948 | 0% | |||||||||||
Germany | 492,146 | 4% | 96,473 | 1% | Argentina | 677,011 | 3% | 395,158 | 2% | |||||||||||
France | 391,337 | 3% | - | 0% | Germany | 653,573 | 3% | 194,846 | 1% | |||||||||||
Libya | - | 0% | 1,694,180 | 15% | Libya | -485 | 0% | 2,822,720 | 12% | |||||||||||
Emirates | - | 0% | 1,163,882 | 10% | Emirates | - | 0% | 1,163,882 | 5% | |||||||||||
Other | 2,586,993 | 18% | 2,484,527 | 23% | Other | 4,078,311 | 18% | 5,351,121 | 22% | |||||||||||
Total | $ | 13,793,766 | 100% | $ | 11,460,197 | 100% | Total | $ | 21,957,999 | 100% | $ | 23,838,783 | 100% | |||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Cash and Cash Equivalents) (Tables) | 6 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Summary Of Significant Accounting Policies Cash And Cash Equivalents Tables | |||||||
Cash and Cash Equivalents (Tables) | Cash and cash equivalents consist of the following: | ||||||
December 31, | June 30, | ||||||
2014 | 2014 | ||||||
Cash | $ | 4,798,788 | $ | 1,046,201 | |||
Money market funds | 121,333 | 121,302 | |||||
$ | 4,920,121 | $ | 1,167,503 | ||||
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Inventories) (Tables) | 6 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Summary Of Significant Accounting Policies Inventories Tables | |||||||
Inventories (Tables) | Components of inventory are: | ||||||
December 31, | June 30, | ||||||
2014 | 2014 | ||||||
Raw materials and supplies | $ | 290,615 | $ | 173,922 | |||
Work in progress and growing crops | 1,120 | 3,990,678 | |||||
Finished goods | 43,233,208 | 24,320,984 | |||||
$ | 43,524,943 | $ | 28,485,584 | ||||
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Crop Production Costs) (Tables) | 6 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Summary Of Significant Accounting Policies Crop Production Costs Tables | |||||||
Crop Production Costs (Tables) | Components of crop production costs are: | ||||||
December 31, | June 30, | ||||||
2014 | 2014 | ||||||
Alfalfa seed production | $ | 2,774,235 | $ | 1,747,429 | |||
Alfalfa hay | 42,038 | 16,885 | |||||
Other crops | 202,905 | 187,786 | |||||
Total crop production costs, net | $ | 3,019,178 | $ | 1,952,100 | |||
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Net Income (Loss) Per Common Share Data) (Tables) | 6 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Summary Of Significant Accounting Policies Net Income Loss Per Common Share Data Tables | ||||||||||||||
Net Income (Loss) Per Common Share Data (Tables) | ||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||
December 31, | December 31, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Net income (loss) | $ | -1,542,660 | $ | 110,132 | $ | -2,416,976 | $ | 151,341 | ||||||
Net income (loss) per common share: | ||||||||||||||
Basic | $ | -0.13 | $ | 0.01 | $ | -0.21 | $ | 0.01 | ||||||
Diluted | $ | -0.13 | $ | 0.01 | $ | -0.21 | $ | 0.01 | ||||||
Weighted average number of common shares outstanding: | ||||||||||||||
Basic | 11,634,469 | 11,561,629 | 11,629,766 | 11,562,540 | ||||||||||
Diluted | 11,634,469 | 11,662,369 | 11,629,766 | 11,758,527 | ||||||||||
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: | |||||||||||||
December 31, | ||||||||||||||
2014 | 2013 | |||||||||||||
Warrants | 2,699,999 | - | ||||||||||||
Convertible debentures | 5,400,000 | - | ||||||||||||
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 | 50,000 | ||||||||||||
Stock options | 1,314,197 | 208,929 | ||||||||||||
Nonvested restricted stock | 24,332 | - | ||||||||||||
Nonvested RSUs | 164,004 | - | ||||||||||||
Total | 11,549,532 | 2,187,429 | ||||||||||||
Summary_of_Significant_Account6
Summary of Significant Accounting Policies (Fair Value Measurement) (Tables) | 6 Months Ended | |||||||||
Dec. 31, 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 December 31, 2014 and June 30, 2014. | |||||||||
Fair Value Measurements as of December 31, 2014 Using: | ||||||||||
Level 1 | Level 2 | Level 3 | ||||||||
Foreign exchange contract liability | $ | - | $ | 159,326 | $ | - | ||||
Contingent consideration obligation | - | - | 2,200,000 | |||||||
Derivative warrant liabilities | - | - | 4,862,000 | |||||||
Total | $ | - | $ | 159,326 | $ | 7,062,000 | ||||
Fair Value Measurements as of June 30, 2014 Using: | ||||||||||
Level 1 | Level 2 | Level 3 | ||||||||
Foreign exchange contract asset | $ | - | $ | 627 | $ | - | ||||
Total | $ | - | $ | 627 | $ | - | ||||
Business_Combination_Tables
Business Combination (Tables) | 6 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Business Combination Tables | |||||||
Purchase price allocation | The purchase price allocation is based on estimated fair value as follows: | ||||||
Inventory | $ | 21,519,376 | |||||
Property, plant, and equipment | 6,709,265 | ||||||
Distribution agreement | 5,050,000 | ||||||
Grower relationships | 83,000 | ||||||
Technology/IP - germplasm | 12,130,000 | ||||||
Technology/IP - seed varieties | 4,780,000 | ||||||
Goodwill | 10,447,735 | ||||||
Current liabilities | -21,519,376 | ||||||
Total acquisition cost allocated | $ | 39,200,000 | |||||
Purchase price components of business combination | The purchase price consists of the following: | ||||||
Cash | $ | 27,000,000 | |||||
Secured three-year promissory note | 10,000,000 | ||||||
Fair value of contingent consideration | 2,200,000 | ||||||
Total acquisition cost allocated | $ | 39,200,000 | |||||
Useful lives of acquired intangibles in business combination | The values and useful lives of the acquired DuPont Pioneer intangibles are as follows: | ||||||
Estimated | |||||||
Useful Life | Estimated | ||||||
(Years) | Fair Value | ||||||
Distribution agreement | 20 | $ | 5,050,000 | ||||
Grower relationships | 10 | 83,000 | |||||
Technology/IP - germplasm | 30 | 12,130,000 | |||||
Technology/IP - seed varieties | 15 | 4,780,000 | |||||
Total identifiable intangible assets | $ | 22,043,000 | |||||
Business Acquisition, Pro Forma Information [Table Text Block] | The following unaudited pro forma financial information presents results as if the Pioneer Acquisition occurred on July 1, 2013. | ||||||
Six Months Ended | |||||||
December 31, | |||||||
(Unaudited) | 2014 | 2013 | |||||
Revenue | $ | 36,918,796 | $ | 32,790,618 | |||
Net income (loss) | $ | 462,305 | $ | -874,819 | |||
Other_Intangible_Assets_Tables
Other Intangible Assets (Tables) | 6 Months Ended | |||||||||||||||||
Dec. 31, 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-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 | |||||||||
Balance at | Foreign Currency | Balance at | ||||||||||||||||
1-Jul-14 | Additions | Amortization | Translation | 31-Dec-14 | ||||||||||||||
Intellectual property | $ | 6,246,572 | $ | - | $ | -157,502 | $ | -824,342 | $ | 5,264,728 | ||||||||
Trade name | 1,521,864 | - | -42,419 | -43,345 | 1,436,100 | |||||||||||||
Technology/IP | 1,043,067 | - | -59,480 | - | 983,587 | |||||||||||||
Non-compete | 471,768 | - | -67,922 | -28,107 | 375,739 | |||||||||||||
GI customer list | 100,295 | - | -3,582 | - | 96,713 | |||||||||||||
Grower relationships | 2,744,164 | 83,000 | -69,195 | -362,139 | 2,395,830 | |||||||||||||
Supply agreement | 1,380,311 | - | -37,816 | - | 1,342,495 | |||||||||||||
Customer relationships | 1,082,730 | - | -29,744 | -40,003 | 1,012,983 | |||||||||||||
Distribution agreement | - | 5,050,000 | - | - | 5,050,000 | |||||||||||||
Technology/IP - germplasm | - | 12,130,000 | - | - | 12,130,000 | |||||||||||||
Technology/IP - seed varieties | - | 4,780,000 | - | - | 4,780,000 | |||||||||||||
$ | 14,590,771 | $ | 22,043,000 | $ | -467,660 | $ | -1,297,937 | $ | 34,868,174 | |||||||||
Finite-lived intangible assets - future amortization expense | Estimated aggregate remaining amortization is as follows: | |||||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | ||||||||||||||
Amortization expense | $ | 973,387 | $ | 1,932,946 | $ | 1,924,302 | $ | 1,924,302 | $ | 1,924,302 | ||||||||
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 6 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Property Plant And Equipment Tables | |||||||
Components of Property, Plant and Equipment | Components of property, plant and equipment were as follows: | ||||||
December 31, | June 30, | ||||||
2014 | 2014 | ||||||
Land and improvements | $ | 8,944,031 | $ | 7,698,811 | |||
Buildings and improvements | 5,062,712 | 2,095,362 | |||||
Machinery and equipment | 3,355,674 | 1,397,288 | |||||
Vehicles | 922,806 | 332,714 | |||||
Construction in progress | 593,115 | 44,080 | |||||
Total property, plant and equipment | 18,878,338 | 11,568,255 | |||||
Less: accumulated depreciation | -1,370,874 | -1,211,446 | |||||
Property, plant and equipment, net | $ | 17,507,464 | $ | 10,356,809 | |||
Debt_Tables
Debt (Tables) | 6 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Tables | |||||||||
Debt Components | Total debts outstanding, excluding convertible debt addressed in Note 7, are presented on the balance sheet as follows: | ||||||||
31-Dec-14 | June 30, 2014 | ||||||||
Working capital lines of credit | |||||||||
Wells Fargo | $ | 8,900,000 | $ | 8,305,235 | |||||
National Australia Bank Limited | 4,406,987 | 7,583,405 | |||||||
Total working capital lines of credit | 13,306,987 | 15,888,640 | |||||||
Current portion of long-term debt | |||||||||
Term loan - Wells Fargo | 104,594 | 159,030 | |||||||
Term loan - Ally | 8,863 | 8,734 | |||||||
Unsecured subordinate promissory note - related party | 100,000 | 100,000 | |||||||
Total current portion | 213,457 | 267,764 | |||||||
Long-term debt, less current portion | |||||||||
Term loan - Wells Fargo | 2,167,851 | 2,220,803 | |||||||
Term loan - Ally | 20,120 | 24,584 | |||||||
Unsecured subordinate promissory note - related party | 200,000 | 300,000 | |||||||
Promissory note - SGI selling shareholders | 2,000,000 | 2,000,000 | |||||||
Promissory note - DuPont Pioneer | 10,000,000 | - | |||||||
Debt discount - SGI | -66,614 | -92,756 | |||||||
Total long-term portion | 14,321,357 | 4,452,631 | |||||||
Total debt | $ | 14,534,814 | $ | 4,720,395 | |||||
Schedule of Annual Maturities | The annual maturities of short-term and long-term debt, excluding convertible debt addressed in Note 7, are as follows: | ||||||||
Fiscal Year | Amount | ||||||||
2015 | $ | 82,183 | |||||||
2016 | 2,162,591 | ||||||||
2017 | 178,475 | ||||||||
2018 | 10,219,052 | ||||||||
2019 | 116,150 | ||||||||
Thereafter | 1,776,363 | ||||||||
Total | $ | 14,534,814 | |||||||
Convertible_Notes_Tables
Convertible Notes (Tables) | 6 Months Ended | |||
Dec. 31, 2014 | ||||
Convertible Notes Tables | ||||
Schedule of Convertible Notes | While the conversion feature of the Debentures does not require separate accounting as either a derivative or an equity component, the potential reset of the conversion price on September 30, 2015 creates a contingent beneficial conversion feature. If the conversion price is adjusted at September 30, 2015 to a price less than $4.88 per share, a beneficial conversion feature will be recognized at that time, up to a maximum of approximately $3,900,000 if the conversion price resets to $4.15 per share. Any beneficial conversion feature recognized will reduce the recognized value of the debt and be treated as additional debt discount, which will be accreted to interest expense over the remaining term of the Debentures. | |||
Fiscal Year | Amount | |||
2015 | $ | - | ||
2016 | 11,172,414 | |||
2017 | 11,172,414 | |||
2018 | 4,655,172 | |||
2019 | - | |||
Thereafter | - | |||
Total | $ | 27,000,000 | ||
Stockholders_Equity_Warrants_O
Stockholders' Equity (Warrants Outstanding) (Tables) | 6 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Stockholders Equity Warrants Outstanding Tables | |||||||||||
Warrants Outstanding (Tables) | The following table summarizes the warrants outstanding at December 31, 2014: | ||||||||||
Issue | 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 | ||||||
Warrants | Dec-14 | 2,699,999 | $ | 5.00 | Jun-20 | ||||||
4,289,999 | |||||||||||
EquityBased_Compensation_Plan_
Equity-Based Compensation (Plan Activity) (Tables) | 6 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Stock Options | ||||||||||||
Summary of Share-Based Compensation Arrangements By Share-Based Payment Award (Tables) | A summary of stock option activity for the year ended June 30, 2014 and six months ended December 31, 2014 is presented below: | |||||||||||
Weighted - | ||||||||||||
Weighted - | Average | |||||||||||
Average | Remaining | |||||||||||
Number | Exercise Price | Contractual | ||||||||||
Outstanding | Per Share | Life (Years) | ||||||||||
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 | |||||||||
Granted | 227,197 | 3.89 | 9.9 | |||||||||
Exercised | - | - | - | |||||||||
Canceled/forfeited/expired | - | - | - | |||||||||
Outstanding at December 31, 2014 | 1,314,197 | 4.95 | 2.7 | |||||||||
Options vested and exercisable at December 31, 2014 | 904,210 | $ | 4.89 | 1.5 | ||||||||
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: | |||||||||||
Six Months Ended December 31, 2014 | ||||||||||||
Weighted - | ||||||||||||
Weighted - | Average | |||||||||||
Number of | Average | Remaining | ||||||||||
Nonvested | Grant Date | Contractual | ||||||||||
Restricted Shares | Fair Value | Life (Years) | ||||||||||
Beginning nonvested restricted shares outstanding | 24,332 | $ | 6.00 | - | ||||||||
Granted | - | - | - | |||||||||
Vested | - | - | - | |||||||||
Forfeited | - | - | - | |||||||||
Ending nonvested restricted shares outstanding | 24,332 | $ | 6.00 | 0.3 | ||||||||
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: | |||||||||||
Six Months Ended December 31, 2014 | ||||||||||||
Weighted - | ||||||||||||
Number of | Weighted - | Average | ||||||||||
Nonvested | Average | Remaining | ||||||||||
Restricted | Grant Date | Contractual | ||||||||||
Share Units | Fair Value | Life (Years) | ||||||||||
Beginning nonvested restricted units outstanding | 191,336 | $ | 10.66 | - | ||||||||
Granted | - | - | - | |||||||||
Vested | -27,332 | - | - | |||||||||
Forfeited | - | - | - | |||||||||
Ending nonvested restricted units outstanding | 164,004 | $ | 10.66 | 2.8 | ||||||||
NonCash_Investing_and_Financin
Non-Cash Investing and Financing Activities for Statements of Cash Flows (Tables) | 6 Months Ended | ||||||
Dec. 31, 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 activities during the six months ended December 31, 2014 and 2013, respectively. | ||||||
Six Months Ended | |||||||
December 31, | |||||||
2014 | 2013 | ||||||
Net assets acquired in business acquisitions | $ | 12,200,000 | $ | - | |||
Debt discount from warranty liability | 4,862,000 | - | |||||
(Increase) decrease in non-cash net assets of subsidiary due to foreign currency translation gain (loss) | -2,586,183 | -607,532 | |||||
Summary_of_Significant_Account7
Summary of Significant Accounting Policies (Concentrations Narrative) (Details) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | |
Summary Of Significant Accounting Policies Concentrations Narrative Details | |||||
Sales revenue, major customer, percentage | 23.00% | 25.00% | 29.00% | 23.00% | |
Accounts receivable from major customers, percentage of total | 32.00% | 32.00% | 32.00% | ||
International sales revenue, percentage | 87% | 74% | 87% | 80% |
Summary_of_Significant_Account8
Summary of Significant Accounting Policies (Revenue Recognition Narrative) (Details) | 6 Months Ended |
Dec. 31, 2014 | |
Summary Of Significant Accounting Policies Revenue Recognition Narrative Details | |
Number of customers with right of return | 0 |
Summary_of_Significant_Account9
Summary of Significant Accounting Policies (Revenues from External Customers By Country Of Domicile) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues from external customers | $13,793,766 | $11,460,197 | $21,957,999 | $23,838,783 |
Revenue from external customers by country, percentage | 100.00% | 100.00% | 100.00% | 100.00% |
Disclosure on Geographic Areas, Fixed Assets | As of December 31, 2014, approximately 4% of the net book value of fixed assets were located outside of the United States. | |||
Saudi Arabia | ||||
Revenues from external customers | 4,701,980 | 1,191,896 | 7,142,696 | 5,431,287 |
Revenue from external customers by country, percentage | 34.00% | 10.00% | 33.00% | 23.00% |
United States | ||||
Revenues from external customers | 1,797,424 | 2,976,998 | 2,824,375 | 4,668,093 |
Revenue from external customers by country, percentage | 13.00% | 26.00% | 13.00% | 20.00% |
Mexico | ||||
Revenues from external customers | 1,258,369 | 1,407,467 | 3,278,178 | 2,497,093 |
Revenue from external customers by country, percentage | 9.00% | 12.00% | 15.00% | 10.00% |
Australia | ||||
Revenues from external customers | 1,868,506 | 49,616 | 2,498,523 | 1,305,751 |
Revenue from external customers by country, percentage | 14.00% | 0.00% | 11.00% | 5.00% |
Agrentina | ||||
Revenues from external customers | 677,011 | 395,158 | 677,011 | 395,158 |
Revenue from external customers by country, percentage | 5.00% | 3.00% | 3.00% | 2.00% |
Germany | ||||
Revenues from external customers | 492,146 | 96,473 | 653,573 | 194,846 |
Revenue from external customers by country, percentage | 4.00% | 1.00% | 3.00% | 1.00% |
France | ||||
Revenues from external customers | 391,337 | 0 | 805,817 | 7,948 |
Revenue from external customers by country, percentage | 3.00% | 0.00% | 4.00% | 0.00% |
Libya | ||||
Revenues from external customers | 0 | 1,694,180 | -485 | 2,822,720 |
Revenue from external customers by country, percentage | 0.00% | 15.00% | 0.00% | 12.00% |
United Arab Emirates | ||||
Revenues from external customers | 0 | 1,163,882 | 0 | 1,163,882 |
Revenue from external customers by country, percentage | 0.00% | 10.00% | 0.00% | 5.00% |
Other | ||||
Revenues from external customers | $2,586,993 | $2,484,527 | $4,078,311 | $5,351,121 |
Revenue from external customers by country, percentage | 18.00% | 23.00% | 18.00% | 22.00% |
Recovered_Sheet1
Summary of Significant Accounting Policies (Cash and Cash Equivalents) (Details) (USD $) | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2013 |
Summary Of Significant Accounting Policies Cash And Cash Equivalents Details | ||||
Cash | $4,798,788 | $1,046,201 | ||
Money market funds | 121,333 | 121,302 | ||
Cash and cash equivalents | $4,920,121 | $1,167,503 | $2,589,409 | $11,781,074 |
Recovered_Sheet2
Summary of Significant Accounting Policies (Cash and Cash Equivalents Narrative) (Details) (USD $) | Dec. 31, 2014 | Jun. 30, 2014 |
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 | $4,548,788 | $796,201 |
Recovered_Sheet3
Summary of Significant Accounting Policies (Accounts Receivable Narrative) (Details) (USD $) | Dec. 31, 2014 | Jun. 30, 2014 |
Summary Of Significant Accounting Policies Accounts Receivable Narrative Details | ||
Allowance for doubtful trade receivables | $81,188 | $72,556 |
Recovered_Sheet4
Summary of Significant Accounting Policies (Inventories by Component) (Details) (USD $) | Dec. 31, 2014 | Jun. 30, 2014 |
Summary Of Significant Accounting Policies Inventories By Component Details | ||
Raw materials and supplies | $290,615 | $173,922 |
Work in progress and growing crops | 1,120 | 3,990,678 |
Finished goods | 43,233,208 | 24,320,984 |
Inventories | $43,524,943 | $28,485,584 |
Recovered_Sheet5
Summary of Significant Accounting Policies (Crop Production Cost by Component) (Details) (USD $) | Dec. 31, 2014 | Jun. 30, 2014 |
Summary Of Significant Accounting Policies Crop Production Cost By Component Details | ||
Alfalfa seed production | $2,774,235 | $1,747,429 |
Alfalfa hay | 42,038 | 16,885 |
Other crops | 202,905 | 187,786 |
Total crop production costs | $3,019,178 | $1,952,100 |
Recovered_Sheet6
Summary of Significant Accounting Policies (Crop Production Useful Life Narrative) (Details) | 6 Months Ended |
Dec. 31, 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) | 6 Months Ended |
Dec. 31, 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 | 10 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) | 6 Months Ended |
Dec. 31, 2014 | |
Technology/IP | Minimum | |
Useful life | 3 years |
Technology/IP | Maximum | |
Useful life | 30 years |
GI Customer list | Minimum | |
Useful life | 3 years |
GI Customer list | Maximum | |
Useful life | 30 years |
Recovered_Sheet9
Summary of Significant Accounting Policies (Net Income (Loss) Per Common Share) (Details) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | |
Summary Of Significant Accounting Policies Net Income Loss Per Common Share Details | |||||
Net income (loss) | ($1,542,660) | $110,132 | ($2,416,976) | $151,341 | $373,100 |
Net income (loss) per common share: | |||||
Basic | ($0.13) | $0.01 | ($0.21) | $0.01 | |
Diluted | ($0.13) | $0.01 | ($0.21) | $0.01 | |
Weighted average number of common shares outstanding: | |||||
Basic | 11,634,469 | 11,561,629 | 11,629,766 | 11,562,540 | |
Diluted | 11,634,469 | 11,662,369 | 11,629,766 | 11,758,527 |
Recovered_Sheet10
Summary of Significant Accounting Policies (Net Income (Loss) Per Common Share Dilutive Securities) (Details) | 6 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Anti-dilutive shares | 11,549,532 | 2,187,429 |
Warrants | ||
Anti-dilutive shares | 2,699,999 | 0 |
Convertible debentures | ||
Anti-dilutive shares | 5,400,000 | 0 |
Class A warrants | ||
Anti-dilutive shares | 0 | 0 |
Class B warrants | ||
Anti-dilutive shares | 1,421,000 | 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 | 50,000 | 50,000 |
Stock options | ||
Anti-dilutive shares | 1,314,197 | 208,929 |
Nonvested restricted stock | ||
Anti-dilutive shares | 24,332 | 0 |
Nonvested RSU's | ||
Anti-dilutive shares | 164,004 | 0 |
Recovered_Sheet11
Summary of Significant Accounting Policies (Impairment of Long-Lived Assets Narrative) (Details) (USD $) | 3 Months Ended | 6 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Summary Of Significant Accounting Policies Impairment Of Long-lived Assets Narrative Details | |||
Impairment of Long-lived Assets | $500,198 | $500,198 | $0 |
Recovered_Sheet12
Summary of Significant Accounting Policies (Fair Value of Financial Instruments) (Details) (USD $) | Dec. 31, 2014 | Jun. 30, 2014 |
Foreign exchange contract asset | $627 | |
Contingent consideration obligation | 2,200,000 | 0 |
Derivative warrant liabilities | 4,862,000 | 0 |
(Level 1) | ||
Foreign exchange contract asset | 0 | |
Total | 0 | |
Foreign exchange contract liability | 0 | |
Contingent consideration obligation | 0 | |
Derivative warrant liabilities | 0 | |
Total | 0 | |
(Level 2) | ||
Foreign exchange contract asset | 627 | |
Total | 627 | |
Foreign exchange contract liability | 159,326 | |
Contingent consideration obligation | 0 | |
Derivative warrant liabilities | 0 | |
Total | 159,326 | |
(Level 3) | ||
Foreign exchange contract asset | 0 | |
Total | 0 | |
Foreign exchange contract liability | 0 | |
Contingent consideration obligation | 2,200,000 | |
Derivative warrant liabilities | 4,862,000 | |
Total | $7,062,000 |
Business_Combinations_Purchase
Business Combinations (Purchase Price Allocation) (Details) (USD $) | Dec. 31, 2014 |
Purchase Price Allocation | |
Inventory | $21,519,376 |
Property, Plant and Equipment | 6,709,265 |
Distribution agreement | 5,050,000 |
Grower relationships | 83,000 |
Technology/IP - germplasm | 12,130,000 |
Technology/IP - seed varieties | 4,780,000 |
Goodwill | 10,447,735 |
Current liabilities | -21,519,376 |
Total acquisition cost allocated | $39,200,000 |
Business_Combinations_Purchase1
Business Combinations (Purchase Price Components) (Details) (USD $) | 1 Months Ended | 6 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Purchase price components | |||
Cash | $27,000,000 | $27,000,000 | $0 |
Secured three-year promissory note | 10,000,000 | ||
Fair value of contingent consideration | 2,200,000 | ||
Total acquisition cost allocated | 39,200,000 | 39,200,000 | |
Acquisition costs | $1,145,064 | $1,145,064 | |
Business Acquisition, Description of Acquired Entity | On December 31, 2014, the Company purchased certain alfalfa research and production facility and conventional (non-GMO) alfalfa germplasm assets (and assumed certain related liabilities) of DuPont Pioneer. The acquisition expanded the Company's production capabilities, diversified its product offerings and provided access to new distribution channels. | ||
The Pioneer Acquisition was consummated pursuant to the terms of an asset purchase and sale agreement. The purchase price under the Agreement was up to $42,000,000, consisting of $27,000,000 in cash (payable at closing), a three year secured promissory note (the "Note") payable by the Company to DuPont Pioneer in the initial principal amount of $10,000,000 (issued at closing), and a potential earn-out payment (payable as an increase in the principal amount of the Note) of up to $5,000,000 based on S&W sales under distribution and production agreements as well as other Company sales of products containing the acquired germplasm in the three-year period following the closing. The Note will accrue interest at a rate of 3% per annum and interest will be payable in three annual installments, in arrears, commencing on December 31, 2015. | |||
The Pioneer Acquisition has been accounted for as a business combination and the Company valued and recorded all assets acquired and liabilities assumed at their estimated fair values on the date of the Pioneer Acquisition. Since the acquisition date was December 31, 2014, the only activity impacting the Statements of Operations for the periods ended December 31, 2014 were transactions expenses. The consolidated balance sheet as of December 31, 2014 reflects the impact of the Pioneer Acquisition. | |||
In the transaction, DuPont Pioneer retained ownership of its GMO (genetically modified) alfalfa germplasm and related intellectual property assets, as well as the right to develop new GMO-traited alfalfa germplasm. The retained GMO germplasm assets incorporate certain GMO traits that are licensed to DuPont Pioneer from third parties (the "Third Party GMO Traits"). The Company was interested in acquiring the GMO assets as well, and DuPont Pioneer was interested in selling those assets, but terms could not be agreed-upon, in part because of the need for agreements with the third parties from whom the Third Party GMO Traits are licensed. . | |||
The agreements related to the Pioneer Acquisition provide that both the Company and DuPont Pioneer will work towards obtaining the necessary consents from and agreements with third parties such that the GMO assets can be transferred from DuPont Pioneer to the Company. If such consents and agreements are obtained before November 30, 2017, the Company has committed to buy and DuPont Pioneer has committed to sell the GMO assets at a price of $7,000,000 on or before December 29, 2017. | |||
Business_Combinations_Pro_Form
Business Combinations (Pro Forma Financial Information with Narrative) (Details) (USD $) | 6 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Business Combinations Pro Forma Financial Information With Narrative Details | ||
Revenue | $36,918,796 | $32,790,618 |
Net income (loss) | $462,305 | ($874,819) |
Business Acquisition, Pro Forma Information, Description | For purposes of the pro forma disclosures above, the primary adjustments for the six months ended December 31, 2014 include: (i) the reduction of DuPont Pioneer historical revenue to reflect the shift from end customer to wholesale pricing; (ii) the reduction of cost of revenue to remove DuPont Pioneer's historical sales incentives included in cost of sales; (iii) the elimination of acquisition-related charges of $1,145,064; (iv) amortization of acquired intangibles of $491,900; (v) depreciation of acquired property, plant and equipment of $250,000; (vi) additional interest expense on the convertible notes issued concurrent to the acquisition, including non-cash amortization of debt issuance costs and accretion of debt discount of $2,078,837; (vii) additional interest expense of $150,000 for the promissory included in total consideration for the acquisition; and viii) adjustments to reflect the additional income tax expense assuming a combined Company's effective tax rate of 32.7%. | The primary adjustments for the six months ended December 31, 2013 include: (i) the reduction of DuPont Pioneer historical revenue to reflect the shift from end customer to wholesale pricing; (ii) the reduction of cost of revenue to remove DuPont Pioneer's historical sales incentives included in cost of sales; (iii) amortization of acquired intangibles of $491,900; (iv) depreciation of acquired property, plant and equipment of $250,000; (v) additional interest expense on the convertible notes issued concurrent to the acquisition, including non-cash amortization of debt issuance costs and accretion of debt discount of $2,954,544; (vi) additional interest expense of $150,000 for the promissory included in total consideration for the acquisition; and (vii) adjustments to reflect the additional income tax expense assuming a combined Company's effective tax rate of 41.4%. |
Business_Combinations_Acquired
Business Combinations (Acquired Intangibles Useful Lives) (Details) (USD $) | 1 Months Ended |
Dec. 31, 2014 | |
Distribution Agreement | |
Intangible Assets Useful Life | 20 years |
Fair value of asset | $5,050,000 |
Grower Relationships | |
Intangible Assets Useful Life | 10 years |
Fair value of asset | 83,000 |
Technology/IP germplasm | |
Intangible Assets Useful Life | 30 years |
Fair value of asset | 12,130,000 |
Technology/IP seed varieties | |
Intangible Assets Useful Life | 15 years |
Fair value of asset | $4,780,000 |
Other_Intangible_Assets_Detail
Other Intangible Assets (Details) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Intangible asset | $34,868,174 | $34,868,174 | $14,590,771 | $15,240,835 | ||
Intangible addition | 22,043,000 | 0 | ||||
Intangible amortization expense | -228,468 | -239,466 | -467,660 | -477,025 | -951,892 | |
Foreign currency translation | -1,297,937 | 301,828 | ||||
Intellectual Property | ||||||
Intangible asset | 5,264,728 | 5,264,728 | 6,246,572 | 6,379,934 | ||
Intangible addition | 0 | 0 | ||||
Intangible amortization expense | -157,502 | -324,631 | ||||
Foreign currency translation | -824,342 | 191,269 | ||||
Trade name | ||||||
Intangible asset | 1,436,100 | 1,436,100 | 1,521,864 | 1,597,150 | ||
Intangible addition | 0 | 0 | ||||
Intangible amortization expense | -42,419 | -85,342 | ||||
Foreign currency translation | -43,345 | 10,056 | ||||
Technology/IP | ||||||
Intangible asset | 983,587 | 983,587 | 1,043,067 | 1,162,027 | ||
Intangible addition | 0 | 0 | ||||
Intangible amortization expense | -59,480 | -118,960 | ||||
Foreign currency translation | 0 | 0 | ||||
Non-compete | ||||||
Intangible asset | 375,739 | 375,739 | 471,768 | 602,164 | ||
Intangible addition | 0 | 0 | ||||
Intangible amortization expense | -67,922 | -137,595 | ||||
Foreign currency translation | -28,107 | 7,199 | ||||
GI Customer list | ||||||
Intangible asset | 96,713 | 96,713 | 100,295 | 107,459 | ||
Intangible addition | 0 | 0 | ||||
Intangible amortization expense | -3,582 | -7,164 | ||||
Foreign currency translation | 0 | 0 | ||||
Grower Relationships | ||||||
Intangible asset | 2,395,830 | 2,395,830 | 2,744,164 | 2,802,756 | ||
Intangible addition | 83,000 | 0 | ||||
Intangible amortization expense | -69,195 | -142,613 | ||||
Foreign currency translation | -362,139 | 84,021 | ||||
Supply Agreement | ||||||
Intangible asset | 134,495 | 134,495 | 1,380,311 | 1,455,943 | ||
Intangible addition | 0 | 0 | ||||
Intangible amortization expense | -37,816 | -75,632 | ||||
Foreign currency translation | 0 | 0 | ||||
Customer relationships | ||||||
Intangible asset | 1,012,983 | 1,012,983 | 1,082,730 | 1,133,402 | ||
Intangible addition | 0 | 0 | ||||
Intangible amortization expense | -29,744 | -59,955 | ||||
Foreign currency translation | -40,003 | 9,283 | ||||
Distribution agreement | ||||||
Intangible asset | 5,050,000 | 5,050,000 | 0 | |||
Intangible addition | 5,050,000 | |||||
Intangible amortization expense | 0 | |||||
Foreign currency translation | 0 | |||||
Technology/IP germplasm | ||||||
Intangible asset | 12,130,000 | 12,130,000 | 0 | |||
Intangible addition | 12,130,000 | |||||
Intangible amortization expense | 0 | |||||
Foreign currency translation | 0 | |||||
Technology/IP seed varieties | ||||||
Intangible asset | 4,780,000 | 4,780,000 | 0 | |||
Intangible addition | 4,780,000 | |||||
Intangible amortization expense | 0 | |||||
Foreign currency translation | $0 |
Other_Intangible_Assets_Future
Other Intangible Assets (Future Amortization) (Details) (USD $) | Jun. 30, 2014 |
Finite-Lived Intangible Assets, Future Amortization Expense [Abstract] | |
2015 | $973,387 |
2016 | 1,932,946 |
2017 | 1,924,302 |
2018 | 1,924,302 |
2019 | $1,924,302 |
Other_Intangible_Assets_Amorti
Other Intangible Assets (Amortization Expense Narrative) (Details) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | |
Other Intangible Assets Amortization Expense Narrative Details | |||||
Amortization expense | $228,468 | $239,466 | $467,660 | $477,025 | $951,892 |
Property_Plant_and_Equipment_D
Property, Plant and Equipment (Details) (USD $) | Dec. 31, 2014 | Jun. 30, 2014 |
Balance Sheet Related Disclosures [Abstract] | ||
Land and improvements | $8,944,031 | $7,698,811 |
Buildings and improvements | 5,062,712 | 2,095,362 |
Machinery and equipment | 3,355,674 | 1,397,288 |
Vehicles | 922,806 | 332,714 |
Construction in progress | 593,115 | 44,080 |
Property and equipment, gross | 18,878,338 | 11,568,255 |
Less: Accumulated depreciation | -1,370,874 | -1,211,446 |
Property, plant and equipment, net | $17,507,464 | $10,356,809 |
Property_Plant_and_Equipment_D1
Property, Plant and Equipment (Depreciation Expense Narrative) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property Plant And Equipment Depreciation Expense Narrative Details | ||||
Depreciation expense | $82,084 | $77,868 | $162,651 | $154,763 |
Debt_Details
Debt (Details) (USD $) | Dec. 31, 2014 | Jun. 30, 2014 |
Working capital lines of credit | ||
Wells Fargo | $8,900,000 | $8,305,235 |
National Australia Bank Limited | 4,406,987 | 7,583,405 |
Total working capital line of credit | 13,306,987 | 15,888,640 |
Current portion of long-term debt | ||
Term loan - Wells Fargo | 104,594 | 159,030 |
Term loan - Ally | 8,863 | 8,734 |
Unsecured subordinate promissory note - related party | 100,000 | 100,000 |
Total current portion | 213,457 | 267,764 |
Long-term debt, less current portion | ||
Term loan - Wells Fargo | 2,167,851 | 2,220,803 |
Term loan - Ally | 20,120 | 24,584 |
Unsecured subordinate promissory note - related party | 200,000 | 300,000 |
Promissory note - SGI selling shareholders | 2,000,000 | 2,000,000 |
Promissory note - DuPont Pioneer | 10,000,000 | 0 |
Debt discount - SGI | -66,614 | -92,756 |
Total long-term portion | 14,321,357 | 4,452,631 |
Total debt | 14,534,814 | 4,720,395 |
Fiscal Year | ||
2015 | 82,183 | |
2016 | 2,162,591 | |
2017 | 178,475 | |
2018 | 10,219,052 | |
2019 | 116,150 | |
Thereafter | 1,776,363 | |
Total gross debt | $14,534,814 |
Debt_Narrative_Details
Debt (Narrative) (Details) | 1 Months Ended | 6 Months Ended | 1 Months Ended | |||
Apr. 30, 2011 | Dec. 31, 2014 | Oct. 31, 2012 | Mar. 31, 2013 | Apr. 28, 2013 | Dec. 31, 2014 | |
Credit Agreement | ||||||
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"). | |||||
Term Loan | ||||||
Line of Credit Facility, Description | 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. | |||||
New Facilities | ||||||
Line of Credit Facility, Description | 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 receivable 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 at (i) 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) 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 contain 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; however, in October 2014, Wells Fargo agreed to increase the annual limit of stock repurchases to $2.0 million. 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 of December 31, 2014, the Company did not meet the covenant requiring consolidated net income after taxes of not less than $1.00 on a rolling four-quarter basis, measured quarterly. The Company received a letter from Wells Fargo waiving this covenant for the December 31, 2014 reporting period. The Company is in compliance with all other debt covenants at December 31, 2014. | ||||||
As consideration for the Ex-Im Revolver, the Company was 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, but not limited to, the following: (i) servicing any of the Company'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; and (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. | ||||||
IVS Note | ||||||
Line of Credit Facility, Description | 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%, which equals 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. The outstanding balance on the IVS note was $300,000 at December 31, 2014. | |||||
Vehicle Term Loan | ||||||
Line of Credit Facility, Description | 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. | |||||
SGI Note | ||||||
Line of Credit Facility, Description | 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. A principal payment of $482,317 was 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 $13,107 and $26,143 for the three and six months ended December 31, 2014, respectively. Accretion of the debt discount was charged to interest expense. | |||||
NAB Facility | ||||||
Line of Credit Facility, Description | 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 February 28, 2015 (the "NAB Facility Agreement"), and as of December 31, 2014, $4.4 million was outstanding under this facility. | |||||
The NAB Facility Agreement comprises several facility lines, including an overdraft facility (AUD $980,000 limit which translated to USD $799,288 at December 31, 2014) and an interchangeable market rate facility and an overseas bills purchased facility (AUD $5,500,000 combined limit which translated to USD $4,485,800 at December 31, 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 December 31, 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. | ||||||
Pioneer Note | ||||||
Line of Credit Facility, Description | On December 31, 2014 the Company issued a three-year secured promissory note to DuPont Pioneer in the initial principal amount of US $10,000,000 (the "Pioneer Note"), with a maturity date of December 31, 2017 (the "Pioneer Maturity Date"). The Pioneer Note will accrue interest at 3% per annum. Interest will be payable in three annual installments, in arrears, commencing on December 31, 2015, and on each succeeding anniversary thereof through and including the Pioneer Maturity Date. The principal balance remains outstanding until maturity on December 31, 2017. | |||||
Senior_Convertible_Notes_and_W
Senior Convertible Notes and Warrants (Details) (USD $) | Dec. 31, 2014 |
Fiscal Year | |
2015 | $82,183 |
2016 | 2,162,591 |
2017 | 178,475 |
2018 | 10,219,052 |
2019 | 116,150 |
Thereafter | 1,776,363 |
Total gross debt | 14,534,814 |
Senior Convertible Notes | |
Fiscal Year | |
2015 | 0 |
2016 | 11,172,414 |
2017 | 11,172,414 |
2018 | 4,655,172 |
2019 | 0 |
Thereafter | 0 |
Total gross debt | $27,000,000 |
Senior_Convertible_Notes_and_W1
Senior Convertible Notes and Warrants (Narrative) (Details) | 6 Months Ended |
Dec. 31, 2014 | |
Senior Convertible Notes And Warrants Narrative Details | |
Long-term Debt, Description | On December 31, 2014, the Company consummated the sale of senior secured convertible debentures (the "Debentures") and common stock purchase warrants (the "Warrants") to various institutional investors ("Investors") pursuant to the terms of a securities purchase agreement among the Company and the Investors. At closing, the Company received $27,000,000 in gross proceeds. Offering expenses of $1,726,543 attributed to the Debentures were recorded as deferred financing fees and capitalized on the consolidated balance sheet and offering expenses of $382,952 attributed derivative warrants were expensed to the statement of operations. The net proceeds were paid directly to DuPont Pioneer in partial consideration for the purchase of certain Pioneer assets, the closing for which also took place on December 31, 2014. See Note 4 for further discussion on the Pioneer Acquisition. |
Debentures | |
The Debentures are due and payable on November 30, 2017, unless earlier converted or redeemed. The Debentures bear interest on the aggregate unconverted and then outstanding principal amount at 8% per annum, payable in arrears monthly beginning February 2, 2015. Commencing on the occurrence of any Event of Default (as defined in the Debentures) that results in the eventual acceleration of the Debentures, the interest rate will increase to 18% per annum. The monthly interest is payable in cash, or in any combination of cash or shares of the Company's common stock at the Company's option, provided certain "equity conditions" defined in the Debentures are satisfied. Beginning on July 1, 2015, the Company is required to make monthly payments of principal as well, payable in cash or any combination of cash or shares of its common stock at the Company's option, provided all of the applicable equity conditions are satisfied. The Debentures contain certain rights of acceleration and deferral at the holder's option in the event a principal payment is to be made in stock and contains certain limited acceleration rights of the Company, if it has elected to redeem in cash and provided certain conditions are satisfied. | |
The Debentures provide for redemption of up to $5,000,000 in principal amount, payable in cash without prepayment penalty, if redeemed by July 1, 2015. Such early redemption is required in the event of certain real estate sales and otherwise is optional. The Company may otherwise redeem the Debentures before maturity upon payment of the optional redemption price, which is equal to 120% of the sum of the principal amount of the Debentures, all accrued and unpaid interest, all other interest that would accrue if the Debentures were held to maturity and any unpaid liquidated damages that may be assessed under any of the transaction documents, including the Securities Purchase Agreement, the Registration Rights Agreement and the Warrants. The Debentures are convertible, at the holder's option, into the Company's common stock at an initial conversion price of $5.00, subject to adjustment for stock splits, reverse stock splits and similar recapitalization events. If, on September 30, 2015, the conversion price of $5.00 exceeds the arithmetic average of the 10 lowest VWAPs of the common stock during the 20 consecutive trading days ending on the trading day that is immediately prior to September 30, 2015 the conversion price will adjust to that arithmetic average but in no event will the price be reset below $4.15 (as adjusted for any stock dividends, stock split, stock combination, reclassification or similar transaction occurring after December 30, 2014). The Company has a one-time optional forced conversion right, exercisable if specified conditions are satisfied. | |
The Debentures are the Company's senior secured obligations, subject only to certain secured obligations of Wells Fargo and DuPont Pioneer (limited to a purchase money security interest in the purchased assets). The rights of Wells Fargo, DuPont Pioneer and the holders of the Debentures are set forth in an inter-creditor and subordination agreement that was entered into in connection with the closing of the issuance of the Debentures. | |
Warrants | |
The Warrants entitle the holders to purchase, in the aggregate, 2,699,999 shares of common stock. The Warrants are exercisable beginning June 30, 2015 and expire on June 30, 2020, unless earlier redeemed. The Warrants are initially exercisable at an exercise price equal to $5.00, subject to adjustment for stock splits, combinations or similar recapitalization events. If, on September 30, 2015, the exercise price then in effective exceeds the arithmetic average of the 10 lowest VWAPs of the Company's common stock during the 20 consecutive trading days ending on the trading day that is immediately prior to September 30, 2015 then the exercise price for the Warrants will be reset to that arithmetic average, but in no event will the reset price fall below $4.15 (as adjusted for any stock dividends, stock split, stock combination, reclassification or similar transaction occurring after December 30, 2014). In addition, if the Company issues or is deemed to have issued securities at a price lower than the then applicable exercise price during the three year period ending December 31, 2017, the exercise price of the Warrants will adjust based on a weighted average anti-dilution formula ("down-round protection"). The Warrants may be exercised for cash, provided that, if there is no effective registration statement available registering the exercise of the Warrants, the Warrants may be exercised on a cashless basis. At any time after July 1, 2015, provided that (i) all equity conditions set forth in the Warrant have been satisfied, and (ii) the closing sales price of the common stock equals or exceeds $12.00 for 15 consecutive trading days (subject to adjustment for stock splits, reverse stock splits and other similar recapitalization events), the Company may redeem all or any part of the Warrants then outstanding for cash in an amount equal to $0.25 per Warrant. | |
Accounting for the Conversion Option and Warrants | |
The aggregate gross proceeds of $27,000,000 were allocated between the Debentures and the Warrants. Due to the down-round price protection included in the terms of the Warrants, the Warrants are treated as a derivative liability in the consolidated balance sheet, measured at fair value and marked to market each reporting period until the earlier of the Warrants being fully exercised or December 31, 2017, when the down-round protection expires. The initial fair value of the Warrants on December 31, 2014 was $4,862,000. The Warrants were valued using the Monte Carlo simulation model, under the following assumptions: (i) expected life of 5.5 years, (ii) volatility of 53.4%, (iii) risk-free interest rate of 1.65%, and (iv) dividend rate of zero. The exercise price re-set feature was captured within the Monte-Carlo simulation by creating a series of stock price paths and examining whether or not the simulated stock price was less than the original stated exercise price. If the simulated value was less, the exercise price was adjusted downward using the formula per the warrant purchase agreement. If the simulated stock price was higher, the exercise price remained set at the originally stated exercise price. | |
The remaining $22,138,000 of proceeds was allocated to the Debentures. The difference between the initial amount allocated to the Debentures and the face value will be amortized over the term of the Debentures using the effective interest method. In addition, debt issuance costs totaling $1,726,543 are being amortized over the term of the Debentures using the effective interest method. | |
While the conversion feature of the Debentures does not require separate accounting as either a derivative or an equity component, the potential reset of the conversion price on September 30, 2015 creates a contingent beneficial conversion feature. If the conversion price is adjusted at September 30, 2015 to a price less than $4.88 per share, a beneficial conversion feature will be recognized at that time, up to a maximum of approximately $3,900,000 if the conversion price resets to $4.15 per share. Any beneficial conversion feature recognized will reduce the recognized value of the debt and be treated as additional debt discount, which will be accreted to interest expense over the remaining term of the Debentures. | |
Stockholders_Equity_Common_Sto
Stockholders' Equity Common Stock (Narrative) (Details) (USD $) | 6 Months Ended | 12 Months Ended | 1 Months Ended | |||||||
Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | 31-May-10 | Jul. 31, 2013 | Oct. 31, 2013 | Jan. 31, 2014 | Apr. 30, 2014 | Jul. 31, 2014 | Oct. 31, 2014 | |
Proceeds from equity offering net of underwriter fees and expenses, amount | $4,236,943 | |||||||||
Share-based compensation | 872,711 | 1,053,895 | ||||||||
Payroll taxes withheld | -206,571 | |||||||||
Treasury stock purchases, amount | -134,196 | |||||||||
May 7 2010 | ||||||||||
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. | |||||||||
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. | ||||||||||
March 16 2013 | ||||||||||
Description of IPO and other stock transactions | 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. | |||||||||
Restricted stock units granted, shares | 280,000 | |||||||||
Fiar value ofaward on date of grant | 2,984,800 | |||||||||
Share-based compensation | 526,931 | |||||||||
July 2013 RSU | ||||||||||
Description of IPO and other stock transactions | 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. | |||||||||
Restricted stock units granted, shares | 30,028 | |||||||||
Payroll taxes withheld | 141,488 | |||||||||
October 2013 RSU | ||||||||||
Description of IPO and other stock transactions | 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. | |||||||||
Restricted stock units granted, shares | 9,369 | |||||||||
Payroll taxes withheld | 33,354 | |||||||||
January 2014 RSU | ||||||||||
Description of IPO and other stock transactions | 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. | |||||||||
Restricted stock units granted, shares | 9,190 | |||||||||
Payroll taxes withheld | 31,768 | |||||||||
April 2014 RSU | ||||||||||
Description of IPO and other stock transactions | 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. | |||||||||
Restricted stock units granted, shares | 8,970 | |||||||||
Payroll taxes withheld | 35,081 | |||||||||
April 2014 Paulson 1 | ||||||||||
Description of IPO and other stock transactions | 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. | |||||||||
Proceeds from equity offering net of underwriter fees and expenses, shares | 10,500 | |||||||||
Proceeds from equity offering net of underwriter fees and expenses, amount | 138,600 | |||||||||
April 2014 Paulson 2 | ||||||||||
Description of IPO and other stock transactions | During April 2014, Paulson Investment Company, Inc. also exercised 10,500 of the A warrants generating proceeds of $75,075. | |||||||||
Proceeds from equity offering net of underwriter fees and expenses, shares | 10,500 | |||||||||
Proceeds from equity offering net of underwriter fees and expenses, amount | 75,075 | |||||||||
Jul-14 | ||||||||||
Description of IPO and other stock transactions | In July 2014, the Company issued 9,354 shares for the settlement of RSU's which vested on July 1, 2014. The shares issued to settle the vested RSU's were net of the required minimum employee payroll tax withholdings of $26,945 paid by the Company. | |||||||||
Restricted stock units granted, shares | 9,354 | |||||||||
Payroll taxes withheld | 26,945 | |||||||||
Oct-14 | ||||||||||
Description of IPO and other stock transactions | In October 2014, the Company issued 9,354 shares for the settlement of RSU's which vested on October 1, 2014. The shares issued to settle the vested RSU's were net of the required minimum employee payroll tax withholdings of $16,167 paid by the Company. | |||||||||
Restricted stock units granted, shares | 9,354 | |||||||||
Payroll taxes withheld | $16,167 |
Stockholders_Equity_Warrants_O1
Stockholders' Equity Warrants Outstanding (Details) (USD $) | 6 Months Ended |
Dec. 31, 2014 | |
Warrants outstanding | 4,289,999 |
Class B warrants | |
Warrant issue date | 2010-05 |
Warrants outstanding | 1,421,000 |
Exercise price per share | $11 |
Warrant expiration date | 2015-05 |
Underwriter warrants - units | |
Warrant issue date | 2010-05 |
Warrant expiration date | 2015-05 |
Underwriter warrants - units | |
Warrants outstanding | 119,000 |
Exercise price per share | $13.20 |
Underwriter warrants | |
Warrant issue date | 2010-05 |
Warrants outstanding | 50,000 |
Exercise price per share | $6.88 |
Warrant expiration date | 2017-02 |
Warrants | |
Warrant issue date | 2014-12 |
Warrants outstanding | 2,699,999 |
Exercise price per share | $5 |
Warrant expiration date | 2020-06 |
Stockholders_Equity_Narrative_
Stockholders' Equity (Narrative) (Details) (USD $) | 12 Months Ended | |
Jun. 30, 2014 | Dec. 31, 2014 | |
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 | 12,977,801 |
Common stock, shares, outstanding | 11,640,093 | 12,952,801 |
Treasury stock purchases, amount | ($134,196) |
Foreign_Currency_Contract_Narr
Foreign Currency Contract (Narrative) (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | |
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 $3.1 million at December 31, 2014 and maturities range from January 2015 to April 2015. | ||||
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 liabilities totaled $159,326 at December 31, 2014 compared to a foreign currency contract asset of $627 at June 30, 2014. The Company recorded a loss on foreign exchange contracts of $289,754 and $329,463, which is reflected in cost of revenue for the three and six months ended December 31, 2014. The Company recorded a gain on foreign exchange contracts of $19,675 and $111,194 during the three and six months ended December 31, 2013, which is reflected in cost of revenue. | |||||
Foreign exchange contract asset | $627 | ||||
Foreign exchange contract liability | 159,326 | 159,326 | 0 | ||
Gain on foreign exchange contracts | 19,675 | 111,194 | |||
Loss on foreign exchange contracts | $289,754 | $329,463 |
Related_Party_Transactions_Nar
Related Party Transactions (Narrative) (Details) (USD $) | 6 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | |
Accounts Receivable, Related Parties, Current | $0 | $0 | |
Accounts Payable, Related Parties, Current | 1,781,730 | 1,053,874 | |
Triangle T | |||
Related Party Transaction, Description of Transaction | Grover T. Wickersham, a member of the Company's Board of Directors, 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 2015 and 2014. In addition, the Company purchased alfalfa seed from TTP during such periods. The Company incurred $0 and $78,634 of charges from TTP for its services and costs in connection with farming operations and seed purchases during the three and six months ended December 31, 2014, respectively. | |||
Related Party Transaction, Purchases from Related Party | 78,634 | 98,765 | |
Accounts Payable, Related Parties, Current | 0 | 100,500 | |
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 $5,494,366 to IVM during the six months ended December 31, 2014. Total amounts due to IVM totaled $1,675,705 and $651,611 at December 31, 2014 and June 30, 2014, respectively. | ||
Related Party Transaction, Purchases from Related Party | 5,494,366 | ||
Accounts Payable, Related Parties, Current | 1,675,705 | 651,611 | |
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). BF is 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 2014 and the first six months of fiscal 2015, the Company purchased a total of $31,581 of alfalfa seed that 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 $106,025 at December 31, 2014 and $373,341 at June 30, 2014. | ||
Related Party Transaction, Purchases from Related Party | 31,581 | ||
Accounts Payable, Related Parties, Current | $106,025 | $373,341 |
EquityBased_Compensation_2009_
Equity-Based Compensation (2009 Equity Incentive Plan Narrative) (Details) (USD $) | 6 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | 31-May-12 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | |
Stock option exercise price | $3.89 | $6.44 | ||||||
Share-based compensation | $872,711 | $1,053,895 | ||||||
Unvested restricted shares outstanding | 48,666 | |||||||
2009 Plan | ||||||||
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. | |||||||
May 2012 Grants | ||||||||
Description of the 2009 Equity Incentive Plan | 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 $36,766 and $36,500 of stock-based compensation expense associated with this grant during the three months ended December 31, 2014 and 2013, respectively. The Company recorded $73,266 and $73,000 of stock-based compensation expense associated with this grant during the six months ended December 31, 2014 and 2013, respectively. The value of the award was based on the closing stock price on the date of grant. | |||||||
Stock option or RSU vesting period | 3 years | |||||||
Restricted stock units granted | 73,000 | |||||||
Share-based compensation | 73,266 | 73,000 | 36,766 | 36,500 | ||||
December 2012 Grants | ||||||||
Description of the 2009 Equity Incentive Plan | 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 respective dates of grant. 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. During the six months ended December 31, 2014, the Company granted 227,197 stock options to its directors, officers and employees at exercise prices ranging from $3.61 to $6.25. These options vest in equal quarterly installments over periods ranging from one to three years and expiration dates range from five to ten years from the date of grant. | |||||||
Stock options granted | 175,000 | |||||||
Stock option exercise price | $7.20 | |||||||
Stock option or RSU vesting period | 3 years | |||||||
Stock option expiration date | 8-Dec-17 | |||||||
March 2013 Grants | ||||||||
Description of the 2009 Equity Incentive Plan | 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 vested 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 $145,423 and $145,511 of stock-based compensation expense associated with this grant during the three months ended December 31, 2014 and 2013, respectively. The Company recorded $290,934 and $291,022 of stock-based compensation expense associated with this grant during the six months ended December 31, 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. | |||||||
Stock option or RSU vesting period | 4 years 6 months | |||||||
Stock option expiration date | 1-Jan-18 | |||||||
Restricted stock units granted | 280,000 | |||||||
Share-based compensation | 290,934 | 291,022 | 145,423 | 145,511 | ||||
Fiar value of RSU on date of grant | $2,984,800 |
EquityBased_Compensation_Weigh
Equity-Based Compensation (Weighted Average Assumptions) (Details) (Stock Options, USD $) | 6 Months Ended |
Dec. 31, 2014 | |
Stock Options | |
Risk-free rate of interest | 1.40% |
Risk Free Interest Rate, maximum | 1.50% |
Dividend yield | 0.00% |
Volatility of common stock | 50.80% |
Exit / attrition rates, minimum | 5.20% |
Exit / attrition rates, maximum | 14.90% |
Weighted average grant date fair value of options granted and outstanding | $1.22 |
Stock-based compensation, total compensation cost not yet recognized, period for recognition | 2 years 146 days |
EquityBased_Compensation_Sched
Equity-Based Compensation (Schedule Of Stock Option Activity) (Details) (USD $) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | |
Equity-based Compensation Schedule Of Stock Option Activity Details | |||
Options, Outstanding as of beginning of period | 1,087,000 | 827,000 | |
Options, Granted | 227,197 | 270,000 | |
Options, Exercised | 0 | 0 | |
Options, Forfeited, cancelled or expired | 0 | -10,000 | |
Options, Outstanding as of end of period | 1,314,197 | 1,087,000 | |
Options, Vested and Exercisable at end of period | 904,210 | ||
Weighted-Average Exercise Prices, Outstanding as of beginnig of period | $5.17 | $4.74 | |
Weighted-Average Exercise Prices, Granted | $3.89 | $6.44 | |
Weighted-Average Exercise Prices, Exercised | $0 | $0 | |
Weighted-Average Exercise Prices, Forfeited, cancelled or expired | $0 | $4.10 | |
Weighted-Average Exercise Prices, Outstanding as of end of period | $4.95 | $5.17 | |
Weighted-Average Exercise Prices, Vested and Exercisable | $4.89 | ||
Options Outstanding, Weighted-Average Remaining Contractual Term (in years) | 2 years 256 days | 2 years 180 days | |
Weighted-Average Remaining Contractual Term (in years), Vested and Exercisable | 1 year 180 days | ||
Options Granted, Weighted-Average Remaining Contractual Term (in years) | 2.7 | 2.5 | 2.8 |
EquityBased_Compensation_Sched1
Equity-Based Compensation (Schedule Of Other Than Option Plan Activity) (Details) (USD $) | 6 Months Ended | |
Dec. 31, 2014 | Jun. 30, 2014 | |
Nonvested restricted stock | ||
Nonvested units outstanding at beginning | 24,332 | |
Units granted | 0 | |
Units vested | 0 | |
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) | 110 days | |
Nonvested RSU's | ||
Nonvested units outstanding at beginning | 191,336 | |
Units granted | 0 | |
Units vested | -27,332 | |
Units forfeited | 0 | |
Nonvested units outstanding at end | 164,004 | |
Nonvested units outstanding, weighted average grant date fair value per unit | $10.66 | $10.66 |
Weighted-average remaining contractual life (years) | 2 years 292 days |
EquityBased_Compensation_Narra
Equity-Based Compensation (Narrative) (Details) (USD $) | 6 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Stock-based compensation | $872,711 | $1,053,895 |
Stock Options | ||
Unrecognized stock compensation expense, net of estimated forfeitures, related to options | 510,132 | |
Nonvested restricted stock | ||
Unrecognized stock compensation expense related to restricted stock grants | 51,075 | |
Stock-based compensation, total compensation cost not yet recognized, period for recognition | 110 days | |
Stock-based compensation | 73,266 | 73,000 |
Nonvested RSU's | ||
Unrecognized stock compensation expense related to restricted stock grants | 1,589,637 | |
Stock-based compensation, total compensation cost not yet recognized, period for recognition | 3 years | |
Stock-based compensation | $290,934 | $291,022 |
NonCash_Investing_Activities_f
Non-Cash Investing Activities for Statements of Cash Flows (Details) (USD $) | 6 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Non-cash Investing Activities For Statements Of Cash Flows Details | ||
Net assets acquired in business acquisitions | $12,200,000 | $0 |
Debt discount from warranty liability | 4,862,000 | 0 |
(Increase) decrease in non-cash net assets of subsidiary due to foreign currency translation gain (loss) | ($2,586,183) | ($607,532) |
Subsequent_Events_Narrative_De
Subsequent Events (Narrative) (Details) | 6 Months Ended |
Dec. 31, 2014 | |
Subsequent Events Narrative Details | |
Subsequent Event, Description | In January 2015, the Company entered into agreements to sell 759 acres of farmland in Calipatria, California, as well as 30 acres of farmland in Five Points, California, for $7.3 million combined. Concurrently, the Company signed an agreement with the purchaser of the Calipatria farmland for continued alfalfa seed production of the Company's proprietary alfalfa seed varieties on a contracted basis. Following the repayment of the existing $2.3 million Wells Fargo mortgage on the Calipatria farmland, the Company will utilize the remaining proceeds to prepay $5.0 million of the convertible debentures recently issued in connection with the Company's acquisition of DuPont Pioneer's alfalfa seed production and research assets. |
The farmland sales are expected to close during the Company's third quarter ending March 31, 2015. The Company will receive net cash proceeds from the farmland sales of approximately $5.0 million following the repayment of the existing $2.3 million Wells Fargo mortgage on the Calipatria farmland. As discussed in Note 2, the Company recorded an impairment charge of $500,198 during the quarter ended December 31, 2014, as the carrying value of these assets was deemed in excess of net realizable value. | |
In January 2015, the Company issued 8,674 shares for the settlement of RSU's which vested on January 1, 2015. | |