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. The Company owns 50.1% of SeedVision, which is a variable interest entity as defined in ASC 810-10, Consolidation, . The Company owns 51.0% of Sorghum Solutions South Africa, which is a variable interest entity as defined in ASC 810-10, Consolidation, . Because the Company is its primary beneficiary, SeedVision's and Sorghum Solutions South Africa’s financial results are included in these financial statements. We have recorded a combined $0.6 million of current assets (restricted) and $0.2 million of current liabilities (nonrecourse) for these entities in our consolidated balance sheet as of June 30, 2019. 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, 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. The Company depends on a core group of significant customers. One customer accounted for 65% of its revenue for the year ended June 30, 2019. One customer accounted for 62% of its revenue for the year ended June 30, 2018. One customer accounted for 19% of the Company’s accounts receivable at June 30, 2019. One customer accounted for 35% of the Company’s accounts receivable at June 30, 2018. The Company sells a substantial portion of its products to international customers. Sales to international markets represented 20% and 35% of revenue during the years ended June 30, 2019 and 2018, respectively. The net book value of fixed assets located outside the United States was 11% and 20% of total fixed assets at June 30, 2019 and June 30, 2018, respectively. Cash balances located outside of the United States may not be insured and totaled $236,822 and $369,803 at June 30, 2019 and June 30, 2018, respectively. The following table shows revenue from external sources by destination country: Years Ended June 30, 2019 2018 United States $ 88,176,809 80 % $ 41,662,556 65 % Saudi Arabia 4,745,993 4 % 1,461,368 2 % Australia 2,787,128 3 % 1,242,957 2 % Libya 2,629,750 2 % 936,423 1 % Mexico 2,264,827 2 % 4,932,105 8 % Pakistan 1,009,120 1 % 5,856 0 % Egypt 965,269 1 % 284,760 0 % Peru 905,580 1 % 1,844,898 3 % France 845,172 1 % 220,919 0 % Argentina 841,969 1 % 2,748,492 4 % Other 4,550,893 4 % 8,745,176 15 % Total $ 109,722,511 100 % $ 64,085,510 100 % 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 ("Topic 606") as of July 1, 2018. See Note 4 for further discussion. 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 $1,576,900 and $584,202 at June 30, 2019 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. Our experience has shown that our alfalfa seed quality tends to be stable under proper storage conditions; therefore, we do not view inventory obsolescence for alfalfa seed as a material concern. Hybrid crops (sorghum and sunflower) seed quality may be affected by warehouse storage pests such as insects and rodents. The Company maintains a strict pest control program to mitigate risk and maximize hybrid seed quality. During the fourth quarter of the year ended June 30, 2019, the Company recognized a write-down of inventory in the amount of $8.8 million, which is included in Cost of Revenue in the Consolidated Statement of Operations. $4.8 million of this write-down related to dormant alfalfa seed products. The termination of the distribution and production agreements with Pioneer altered the Company’s planned consumption of these varieties and as a result the Company determined this particular dormant seed inventory will need to be sold to alternative sales channels at lower selling prices. The remaining inventory write-down primarily relates to changes in the Company’s assessment of the future market prices for non-dormant alfalfa seed varieties. The changes in the Company’s assessment occurred as it updated its business plans taking into account activity during the fourth quarter, which is the height of the sales season for non-dormant varieties. Components of inventory are: June 30, 2019 June 30, 2018 Raw materials and supplies $ 664,541 $ 344,620 Work in progress 5,664,934 2,775,398 Finished goods 64,966,045 57,299,258 $ 71,295,520 $ 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, 2-20 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 26 years for technology/IP/germplasm, 17 years for customer relationships, 18 years for trade names and 19 years for other intangible assets. Goodwill Goodwill originated from acquisitions of Imperial Valley Seeds, Inc. (“IVS”) and S&W Australia in fiscal year 2013, the acquisition of the alfalfa business from Pioneer in fiscal year 2015, the acquisition of assets of SV Genetics in fiscal year 2016 and acquisition of substantially all of the assets of Chromatin, Inc. in fiscal year 2019. 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 conducts a quantitative goodwill impairment test. 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 market capitalization and an estimate of a control premium to estimate the fair value of its one reporting unit as well as discounted cash flow analysis. 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 quantitative assessment of goodwill at June 30, 2019 and determined that goodwill was fully impaired. See Note 6 for further information. The Company performed a quantitative assessment of goodwill at June 30, 2018 and determined that goodwill was not impaired. Investment in Bioceres S.A. The Company owns less than 1% of Bioceres, S.A., a provider of crop productivity solutions headquartered in Argentina. The carrying value of the investment is $1.3 million at June 30, 2019 and 2018, and the investment is included in Other Assets on the Consolidated Balance Sheet. The Company adopted ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities Investments – Equity Securities Prior to July 1, 2018, the investment was 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 would have been 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. No adjustments for impairment or observable transactions were made in fiscal years 2019 or 2018. 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 years ended June 30, 2019 and 2018 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 options, restricted stock awards, convertible debt 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. Years Ended June 30, 2019 2018 Numerator: Net loss attributable to S&W Seed Company $ (9,305,242 ) $ (4,725,090 ) Numerator for basis EPS (9,305,242 ) (4,725,090 ) Effect of dilutive securities: Warrants — — — — Numerator for diluted EPS $ (9,305,242 ) $ (4,725,090 ) Denominator: Denominator for basic EPS-weighted- average shares 30,102,158 22,481,491 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 30,102,158 22,481,491 Basic EPS $ (0.31 ) $ (0.21 ) Diluted EPS $ (0.31 ) $ (0.21 ) The effects of employee stock options and stock units, and warrants are excluded because they would be anti-dilutive due to the Company’s net loss. 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. Refer to Note 3 and Note 6 for impairment discussion. 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. 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. 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 June 30, 2019 Using: Level 1 Level 2 Level 3 Foreign exchange contract liability $ — $ 42,255 $ — Total $ — $ 42,255 $ — Fair Value Measurements as of June 30, 2018 Using: Level 1 Level 2 Level 3 Foreign exchange contract liability $ — $ 100,138 $ — Total $ — $ 100,138 $ — During the years ended June 30, 2019 and June 30, 2018, a change in derivative warrant liability of $0 and $431,300 were recorded in earnings, respectively. Upon expiration of the round-down pricing protection on December 31, 2017, the warrants were reclassified from derivative warrant liabilities to equity. During the years ended June 30, 2019 and June 30, 2018, there was no change in the contingent consideration obligations. The DuPont contingent consideration was settled on December 1, 2017. Recently Adopted Accounting Pronouncements The Company adopted Accounting Standards Update No. 2017-04, Simplifying the Test for Goodwill Impairment ("ASU 2017-04") effective July 1, 2018. This standard eliminates Step 2 from the goodwill impairment test. Instead, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The new guidance was applied during the goodwill impairment test in the fourth quarter of 2019. See Note 6. The Company adopted Topic 606 as of July 1, 2018. This ASC topic outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most previously existing revenue recognition guidance under U.S. GAAP. The core principle of Topic 606 is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company adopted Topic 606 using the modified retrospective approach. 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 year ended June 30, 2019. 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 arose 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 submitted a demand plan to the Company in advance of the growing season specifying the amount of seed that it intended to order for the upcoming sales year. Once the demand plan was submitted, Pioneer could not cancel or reduce the amount of seed that it was obligated to purchase under the agreements. In addition, the Company was not permitted to sell products produced for Pioneer under the agreements to other customers. Therefore, under Topic 606, the performance obligation was satisfied, and revenue was recognized, over time, as the Company took delivery of, processed, and packaged the seed. 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 did not materially affect the amount of revenue and costs recognized for the year ended June 30, 2019. The effects of the new accounting for the Pioneer contracts on the Company's financial statements are shown below: Year Ended June 30, 2019 As Reported Adjustments Balances Without Adoption of ASC 606 Revenue Product and other $ 75,507,078 $ (1,837,392 ) $ 73,669,686 Licensing 34,215,433 — 34,215,433 Total revenue 109,722,511 (1,837,392 ) 107,885,119 Cost of revenue Product and other 69,014,490 (1,522,606 ) 67,491,884 Total cost of revenue 69,014,490 (1,522,606 ) 67,491,884 Gross profit 40,708,021 (314,786 ) 40,393,235 Operating expenses Selling, general and administrative expenses 17,486,071 - 17,486,071 Research and development expenses 6,272,758 - 6,272,758 Depreciation and amortization 4,128,546 - 4,128,546 Gain on disposal of property, plant and equipment (86,222 ) - (86,222 ) Goodwill impairment charges 11,865,811 - 11,865,811 Intangible asset impairment charges 6,034,792 - 6,034,792 Total operating expenses 45,701,756 - 45,701,756 Loss from operations (4,993,735 ) (314,786 ) (5,308,521 ) Other expense Foreign currency gain (99,467 ) - (99,467 ) Change in estimated value of assets held for sale 1,521,855 - 1,521,855 Reduction of anticipated loss on sub-lease land (141,373 ) - (141,373 ) Interest expense - amortization of debt discount 340,847 - 340,847 Interest expense 2,886,077 - 2,886,077 Loss before income taxes (9,501,674 ) (314,786 ) (9,816,460 ) Provision for income taxes (148,747 ) (1,864 ) (150,611 ) Net loss $ (9,352,927 ) $ (312,922 ) $ (9,665,849 ) Net loss attributed to noncontrolling interests (47,685 ) - - Net loss attributable to S&W Seed Company $ (9,305,242 ) $ (312,922 ) $ (9,665,849 ) Net income (loss) per common share: Basic $ (0.31 ) $ (0.01 ) $ (0.32 ) Diluted $ (0.31 ) $ (0.01 ) $ (0.32 ) Weighted average number of common shares outstanding: Basic 30,102,158 - 30,102,158 Diluted 30,102,158 - 30,102,158 June 30, 2019 As Reported Adjustments Balances Without Adoption of ASC 606 ASSETS CURRENT ASSETS Cash and cash equivalents $ 3,431,802 $ — $ 3,431,802 Accounts receivable, net 13,380,464 (1,837,392 ) 11,543,072 Inventories, net 71,295,520 1,522,606 72,818,126 Prepaid expenses and other current assets 1,687,490 1,864 1,689,354 Assets held for sale 1,850,000 — 1,850,000 TOTAL CURRENT ASSETS 91,645,276 (312,922 ) 91,332,354 Property, plant and equipment, net 20,634,949 — 20,634,949 Intangibles, net 32,714,484 — 32,714,484 Goodwill — — — Other assets 1,369,560 — 1,369,560 TOTAL ASSETS $ 146,364,269 $ (312,922 ) $ 146,051,347 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 6,930,829 $ — $ 6,930,829 Deferred revenue 9,054,549 — 9,054,549 Accrued expenses and other current liabilities 6,073,110 — 6,073,110 Lines of credit, net 10,755,548 — 10,755,548 Current portion of long-term debt, net 1,113,502 — 1,113,502 TOTAL CURRENT LIABILITIES 33,927,538 — 33,927,538 Long-term debt, net, less current portion 12,158,095 — 12,158,095 Other non-current liabilities 280,424 — 280,424 TOTAL LIABILITIES 46,366,057 — 46,366,057 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; 33,303,218 issued and 33,278,218 outstanding at June 30, 2019; 24,367,906 issued and 24,342,906 outstanding at June 30, 2018; 33,303 — 33,303 Treasury stock, at cost, 25,000 shares (134,196 ) — (134,196 ) Additional paid-in capital 136,751,875 — 136,751,875 Accumulated deficit (30,466,618 ) (312,922 ) (30,779,540 ) Accumulated other comprehensive loss (6,138,467 ) — (6,138,467 ) Noncontrolling interests (47,685 ) — (47,685 ) TOTAL STOCKHOLDERS' EQUITY 99,998,212 (312,922 ) 99,685,290 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 146,364,269 $ (312,922 ) $ 146,051,347 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 4. Recently Issued, but Not Yet Adopted, Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update No. 2016-02: Leases |