NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of S&W Seed Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements were prepared in accordance with U.S. GAAP and include the assets, liabilities, revenue and expenses of all wholly-owned subsidiaries and majority-owned subsidiaries over which the Company's exercises control. Outside stockholders' interests in subsidiaries are shown on the condensed consolidated financial statements as Noncontrolling interests. Unaudited Interim Financial Information The Company has prepared the accompanying consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial reporting. These consolidated financial statements are unaudited and, in the Company's opinion, include all adjustments, consisting of normal recurring adjustments and accruals, necessary for a fair presentation of the Company's consolidated balance sheets, statements of operations, comprehensive income (loss), cash flows and stockholders' equity for the periods presented. Operating results for the periods presented are not necessarily indicative of the results to be expected for the full year ending June 30, 2019. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted in accordance with the rules and regulations of the SEC. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company's Annual Report on Form 10-K for the year ended June 30, 2018, as filed with the SEC. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates are adjusted to reflect actual experience when necessary. Significant estimates and assumptions affect many items in the financial statements. These include allowance for doubtful trade receivables, inventory valuation, revenue recognition, asset impairments, provisions for income taxes, grower accruals (an estimate of amounts payable to farmers who grow seed for the Company), contingent consideration obligations, 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, goodwill 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 seed, the market for which is highly competitive. One customer accounted for 52% and 75% of its revenue for the three months ended December 31, 2018 and 2017, respectively. One customer accounted for 65% and 58% of its revenue for the six months ended December 31, 2018 and 2017, respectively. Three customers accounted for 28% of the Company's accounts receivable at December 31, 2018. One customer accounted for 35% of the Company's accounts receivable at June 30, 2018. In addition, the Company sells a substantial portion of its products to international customers. Sales to international markets represented 33% and 23% of revenue during the three months ended December 31, 2018 and 2017, respectively. Sales to international markets represented 23% and 38% of revenue during the six months ended December 31, 2018 and 2017, respectively. The net book value of fixed assets located outside the United States was 11% of total assets at December 31, 2018. The net book value of fixed assets located outside the United States was 20% at June 30, 2018. Cash balances located outside of the United States may not be insured and totaled $286,823 and $369,803 at December 31, 2018 and June 30, 2018, respectively. The following table shows revenue from external sources by destination country: Three Months Ended December 31, Six Months Ended December 31, 2018 2017 2018 2017 United States $ 12,464,626 67% $ 15,740,706 77% $ 34,204,005 77% $ 19,265,254 62% Australia 1,040,480 6% 438,468 2% 1,370,150 3% 557,998 2% Mexico 986,303 5% 1,664,618 8% 1,379,253 3% 4,380,626 14% Saudi Arabia 863,982 5% 513,000 2% 1,570,275 4% 844,908 3% Libya 800,375 4% 563,673 3% 1,798,750 4% 752,673 2% Argentina 556,227 3% 1,183,423 6% 562,164 1% 2,742,619 9% Pakistan 464,936 3% - 0% 730,583 2% - 0% Peru 299,245 2% 313,688 2% 709,495 2% 608,413 2% Other 1,104,822 5% 115,220 0% 2,376,458 4% 2,092,021 6% Total $ 18,580,996 100% $ 20,532,796 100% $ 44,701,133 100% $ 31,244,512 100% International Operations The Company translates its foreign operations' assets and liabilities denominated in foreign currencies into U.S. dollars at the current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded in the cumulative translation account, a component of accumulated other comprehensive income (loss). Gains or losses from foreign currency transactions are included in the consolidated statement of operations. Revenue Recognition The Company adopted the provisions of ASC Topic 606, Revenue from Contracts with Customers Cost of Revenue The Company records purchasing and receiving costs, inspection costs and warehousing costs in cost of revenue. When the Company is required to pay for outward freight and/or the costs incurred to deliver products to its customers, the costs are included in cost of revenue. Cash and Cash Equivalents For financial statement presentation purposes, the Company considers time deposits, certificates of deposit and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. At times, cash and cash equivalents balances exceed amounts insured by the Federal Deposit Insurance Corporation. 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 $430,964 and $584,202 at December 31, 2018 and June 30, 2018, respectively. Inventories Inventories consist of seed and packaging materials. Inventories are stated at the lower of cost or net realizable value, and an inventory reserve permanently reduces the cost basis of inventory. Inventories are valued as follows: Actual cost is used to value raw materials such as packaging materials, as well as goods in process. Costs for substantially all finished goods, which include the cost of carryover crops from the previous year, are valued at actual cost. Actual cost for finished goods includes plant conditioning and packaging costs, direct labor and raw materials and manufacturing overhead costs based on normal capacity. The Company records abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage) as current period charges and allocates fixed production overhead to the costs of finished goods based on the normal capacity of the production facilities. The Company's subsidiary, S&W Australia, 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. S&W Australia records an estimated unit price; accordingly, inventory, cost of revenue 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 be obsolete or impaired is written off to expense at the time the impairment is identified. Inventory quality is a function of germination percentage. Alfalfa seed quality is very stable under proper storage conditions therefore, inventory obsolescence for alfalfa seed is not a material concern. Hybrid crops (sorghum and sunflower) seed quality may be affected by warehouse storage pests such as insects and rodents. The Company maintains a strict pest control program to mitigate risk and maximize hybrid seed quality. The Company sells its inventory to distributors, dealers and directly to growers. Components of inventory are: December 31, June 30, 2018 2018 Raw materials and supplies $ 955,372 $ 344,620 Work in progress 22,820,169 2,775,398 Finished goods 64,680,439 57,299,258 $ 88,455,980 $ 60,419,276 Property, Plant and Equipment Property, plant and equipment is depreciated using the straight-line method over the estimated useful life of the asset - periods of 5-35 years for buildings, 3-20 years for machinery and equipment, and 2-5 years for vehicles. Intangible Assets Intangible assets acquired in business acquisitions are reported at their initial fair value less accumulated amortization. Intangible assets are amortized using the straight-line method over the estimated useful life of the asset. Periods of 10-30 years for technology/IP/germplasm, 5-20 years for customer relationships and trade names and 3-20 for other intangible assets. The weighted average estimated useful lives are 27 years for technology/IP/germplasm, 17 years for customer relationships and 18 years for trade names and other intangible assets. Goodwill Goodwill is assessed at least 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 first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If management concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, management then develops a detailed estimate of the reporting unit's fair value. The Company uses market capitalization and an estimate of a control premium, as well as a discounted cash flow analysis to estimate the fair value of its one reporting unit. Management then compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The Company performed a qualitative assessment of goodwill at December 31, 2018 and determined that goodwill was not impaired. Equity Method Investments Investee companies that are not consolidated, but over which the Company exercises significant influence, are accounted for under the equity method of accounting. Whether or not the Company exercises significant influence with respect to an investee depends on an evaluation of several factors including, among others, representation on the investee company's board of directors and ownership level, which is generally a 20% to 50% interest in the voting securities of the investee company. Under the equity method of accounting, an investee company's accounts are not reflected within the Company's consolidated balance sheets and statements of operations; however, the Company's share of the earnings or losses of the investee company is reflected in the caption "Loss on equity method investment" in the consolidated statements of operations. The Company's carrying value in an equity method investee company is included in the Company's consolidated balance sheets. When the Company's carrying value in an equity method investee company is reduced to zero, no further losses are recorded in the Company's consolidated financial statements unless the Company guaranteed obligations of the investee company or has committed additional funding. When the investee company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized. Cost Method Investments Investee companies not accounted for under the consolidation or the equity method of accounting are accounted for under the cost method of accounting. Under this method, the Company's share of the earnings or losses of such investee companies is not included in the consolidated balance sheet or statement of operations. However, impairment charges are recognized in the consolidated statement of operations. If circumstances suggest that the value of the investee company has subsequently recovered, such recovery is not recorded. Research and Development Costs The Company is engaged in ongoing research and development ("R&D") of proprietary seed and stevia varieties. All R&D costs must be charged to expense as incurred. Accordingly, internal R&D costs are expensed as incurred. Third-party R&D costs are expensed when the contracted work has been performed or as milestone results have been achieved. The costs associated with equipment or facilities acquired or constructed for R&D activities that have alternative future uses are capitalized and depreciated on a straight-line basis over the estimated useful life of the asset. Income Taxes Deferred tax assets and liabilities are determined based on differences between the financial statement and tax basis of assets and liabilities, as well as a consideration of net operating loss and credit carry forwards, using enacted tax rates in effect for the period in which the differences are expected to impact taxable income. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company's effective tax rate for the three and six months ended December 31, 2018 and 2017 has been affected by the valuation allowance on the Company's deferred tax assets. Net Income (Loss) Per Common Share Data Basic net income (loss) per common share ("EPS"), is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted EPS is calculated by adjusting both the numerator (net income (loss)) and the denominator (weighted-average number of shares outstanding) for the dilutive effects of potentially dilutive securities, including convertible preferred stock, options, restricted stock awards, and common stock warrants. The treasury stock method is used for common stock warrants, stock options, and restricted stock awards. Under this method, consideration that would be received upon exercise (as well as remaining compensation cost to be recognized for awards not yet vested) is assumed to be used to repurchase shares of stock in the market, with net number of shares assumed to be issued added to the denominator. The calculation of Basic and Diluted EPS is shown in the table below. Classes of securities identified in the table with no adjustments in the calculation of Diluted EPS were determined to be antidilutive for the applicable periods. Three Months Ended Six Months Ended December 31, December 31, 2018 2017 2018 2017 Numerator: Net loss attributed to S&W Seed Company $ (2,766,056) $ (399,887) $ (2,745,125) $ (2,217,393) Numerator for basis EPS (2,766,056) (399,887) (2,745,125) (2,217,393) Effect of dilutive securities: Warrants - - - - - - - - Numerator for diluted EPS $ (2,766,056) $ (399,887) $ (2,745,125) $ (2,217,393) Denominator: Denominator for basic EPS - weighted-average shares 29,153,852 21,130,960 26,996,483 20,643,973 Effect of dilutive securities: Employee stock options - - - - Employee restricted stock units - - - - Warrants - - - - Dilutive potential common shares - - - - Denominator for diluted EPS - adjusted weighted average shares and assumed conversions 29,153,852 21,130,960 26,996,483 20,643,973 Basic EPS $ (0.09) $ (0.02) $ (0.10) $ (0.11) Diluted EPS $ (0.09) $ (0.02) $ (0.10) $ (0.11) Impairment of Long-Lived Assets 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. Derivative Financial Instruments Foreign Exchange Contracts The Company's subsidiary, S&W Australia, is exposed to foreign currency exchange rate fluctuations in the normal course of its business, which the Company at times manages through the use of foreign currency 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. 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 Liabilities The Company reviews the terms of the common stock, preferred stock, warrants and convertible debt it issues to determine whether there are embedded derivative instruments, including embedded conversion options and redemption options, which are required to be bifurcated and accounted for separately as derivative financial instruments. Fair Value of Financial Instruments The Company discloses assets and liabilities that are recognized and measured at fair value, presented in a three-tier fair value hierarchy, as follows: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The assets acquired and liabilities assumed in the Chromatin acquisition were valued at fair value on a non-recurring basis as of October 25, 2018. No assets or liabilities were valued at fair value on a non-recurring basis as of December 31, 2018 or June 30, 2018. The carrying value of cash and cash equivalents, accounts payable, short-term and all long-term borrowings, as reflected in the consolidated balance sheets, approximate fair value because of the short-term maturity of these instruments or interest rates commensurate with market rates. There have been no changes in operations and/or credit characteristics since the date of issuance that could impact the relationship between interest rate and market rates. Assets and liabilities that are recognized and measured at fair value on a recurring basis are categorized as follows: Fair Value Measurements as of December 31, 2018 Using: Level 1 Level 2 Level 3 Foreign exchange contract liability $ - $ 98,071 $ - Total $ - $ 98,071 $ - Fair Value Measurements as of June 30, 2018 Using: Level 1 Level 2 Level 3 Foreign exchange contract liability $ - $ 100,138 $ - Total $ - $ 100,138 $ - Recently Adopted Accounting Pronouncements The Company adopted Accounting Standards Update No. 2017-04, Simplifying the Test for Goodwill Impairment ("ASU 2017-04") The Company adopted Accounting Standards Codification Topic 606, Revenue from Contracts with Customers The Company adopted Topic 606 using the modified retrospective approach, in which the cumulative effect of applying the new standards to open contracts as of July 1, 2018 was to be recognized as a cumulative effect adjustment. The adoption did not result in a cumulative effect adjustment as of July 1, 2018. The adoption of Topic 606 had a significant effect on the Company's accounting for its distribution and production agreements with Pioneer for the three and six months ended December 31, 2018. There were no other changes in the Company's accounting as a result of the adoption of Topic 606. The change in the accounting for the distribution and production agreements with Pioneer arises from the provisions of Topic 606 regarding the determination of whether a performance obligation is satisfied at a point in time or over time. Under those provisions, a performance obligation is considered to be satisfied over time if the company's performance creates an asset that the customer controls as the asset is created or enhanced; or the work to satisfy the performance obligation does not create an asset with alternative future use to the vendor and the customer has an obligation to pay for work completed. Under the agreements, Pioneer submits a demand plan to the Company in advance of the growing season specifying the amount of seed that it intends to order for the upcoming sales year. Once the demand plan is submitted, Pioneer cannot cancel or reduce the amount of seed that it is obligated to purchase under the agreements. In addition, the Company is not permitted to sell products produced for Pioneer under the agreements to other customers. Therefore, under Topic 606, the performance obligation is satisfied, and revenue is recognized, over time, as the Company takes delivery of, processes, and packages the seed. The Company has concluded that cost is the best measure of progress under the Pioneer contracts because no other measure adequately reflects the value added to the product by each of the Company's major tasks - having the crop grown, processing, and packaging. As the Company contracts out the growing of seed to third parties, the vast majority of the Company's costs under these agreements are incurred, and therefore the vast majority of the revenue from such agreements is recognized, when the raw seed is purchased from the third-party contract growers. The rest of the costs are incurred, and therefore the rest of the revenue is recognized, as the Company processes and packages the product. Because revenue is recognized as costs are incurred, no inventory costs related to performance under the Pioneer contract are capitalized as inventory - instead, they are recognized as expenses as they are incurred. Prior to the adoption of Topic 606, revenue related to the Pioneer agreement was recognized when seed was delivered to Pioneer. Costs incurred to purchase and process seed were capitalized as inventory until the product was delivered. As the Company adopted Topic 606 using the modified retrospective approach, figures for fiscal 2018 have not been adjusted and continue to reflect the prior accounting policies. The change in accounting for the Pioneer contract did not result in a cumulative effect adjustment, because all seed produced for Pioneer in previous growing seasons had been delivered, and revenue recognized, prior to July 1, 2018, and no seed had been received prior to July 1, 2018 related to the current growing season. However, the change materially affected the amount of revenue and costs recognized during the three and six months ended December 31, 2018. The effects of the new accounting for the Pioneer contracts on the Company's financial statements are shown below: Three Months Ended Six Months Ended December 31, 2018 December 31, 2018 Balances Without Balances Without As Reported Adjustments Adoption of ASC 606 As Reported Adjustments Adoption of ASC 606 Revenue $ 18,580,996 $ 6,288,847 $ 24,869,843 $ 44,701,133 $ (11,050,488) $ 33,650,645 Cost of revenue 13,897,455 5,927,174 19,824,629 34,554,463 (7,158,038) 27,396,425 Gross profit 4,683,541 361,673 5,045,214 10,146,670 (3,892,450) 6,254,220 Operating expenses Selling, general and administrative expenses 4,342,696 - 4,342,696 7,230,074 - 7,230,074 Research and development expenses 1,373,554 - 1,373,554 2,365,667 - 2,365,667 Depreciation and amortization 1,035,606 - 1,035,606 1,890,714 - 1,890,714 Disposal of property, plant and equipment gain 3,463 - 3,463 3,463 - 3,463 Total operating expenses 6,755,319 - 6,755,319 11,489,918 - 11,489,918 Income (loss) from operations (2,071,778) 361,673 (1,710,105) (1,343,248) (3,892,450) (5,235,698) Other expense Foreign currency (gain) loss (32,987) - (32,987) (58,430) - (58,430) Change in derivative warrant liabilities - - - - - - Interest expense - amortization of debt discount 68,914 - 68,914 135,392 - 135,392 Interest expense 641,479 - 641,479 1,298,709 - 1,298,709 Income (loss) before income taxes (2,749,184) 361,673 (2,387,511) (2,718,919) (3,892,450) (6,611,369) Provision for income taxes (4,801) 15,944 11,143 4,533 (51,091) (46,558) Net income (loss) before noncontrolling interests $ (2,744,383) $ 345,729 $ (2,398,654) $ (2,723,452) $ (3,841,359) $ (6,564,811) Net income attributed to noncontrolling interest 21,673 - 21,673 21,673 - 21,673 Net loss attributed to S&W Seed Company $ (2,766,056) $ 345,729 $ (2,420,327) $ (2,745,125) $ (3,841,359) $ (6,586,484) Net income (loss) per common share: Basic $ (0.09) $ 0.01 $ (0.08) $ (0.10) $ (0.14) $ (0.24) Diluted $ (0.09) $ 0.01 $ (0.08) $ (0.10) $ (0.14) $ (0.24) Weighted average number of common shares outstanding: Basic 29,153,852 - 29,153,852 26,996,483 - 26,996,483 Diluted 29,153,852 - 29,153,852 26,996,483 - 26,996,483 December 31, 2018 Balances Without As Reported Adjustments Adoption of ASC 606 ASSETS CURRENT ASSETS Cash and cash equivalents $ 2,471,381 $ - $ 2,471,381 Accounts receivable, net 23,178,997 - 23,178,997 Unbilled accounts receivable, net 11,206,984 (11,206,984) - Inventories, net 88,455,980 7,158,038 95,614,018 Prepaid expenses and other current assets 1,158,738 - 1,158,738 Assets held for sale 1,930,400 - 1,930,400 TOTAL CURRENT ASSETS 128,402,480 (4,048,946) 124,353,534 Property, plant and equipment, net 22,731,765 - 22,731,765 Intangibles, net 39,823,195 - 39,823,195 Goodwill 11,865,811 - 11,865,811 Other assets 1,302,705 - 1,302,705 TOTAL ASSETS $ 204,125,956 $ (4,048,946) $ 200,077,010 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 31,594,475 $ - $ 31,594,475 Deferred revenue 2,443,574 - 2,443,574 Accrued expenses and other current liabilities 3,471,881 (156,496) 3,315,385 Lines of credit, net 46,310,464 - 46,310,464 Current portion of long-term debt, net 991,140 - 991,140 TOTAL CURRENT LIABILITIES 84,811,534 (156,496) 84,655,038 Long-term debt, net, less current portion 12,264,273 - 12,264,273 Other non-current liabilities 656,994 (51,091) 605,903 TOTAL LIABILITIES 97,732,801 (207,587) 97,525,214 STOCKHOLDERS' EQUITY Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares issued and outstanding - - - Common stock, $0.001 par value; 50,000,000 shares authorized; 33,246,141 issued and 33,221,141 outstanding at December 31, 2018; 24,367,906 issued and 24,342,906 outstanding at June 30, 2018; 33,246 - 33,246 Treasury stock, at cost, 25,000 shares (134,196) - (134,196) Additional paid-in capital 136,495,216 - 136,495,216 Accumulated deficit (23,906,501) (3,841,359) (27,747,860) Accumulated other comprehensive loss (6,116,283) - (6,116,283) Noncontrolling interest 21,673 - 21,673 TOTAL STOCKHOLDERS' EQUITY 106,393,155 (3,841,359) 102,551,796 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 204,125,956 $ (4,048,946) $ 200,077,010 Topic 606 also requires enhanced disclosures about the nature, amount, timing, and uncertainty of revenues and cash flows arising from contracts with customers. Those disclosures can also be found in Note 3. Recently Issued, but Not Yet Adopted, Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update No. 2016-02: Leases |