Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Dec. 31, 2020 | Feb. 10, 2021 | |
Document Document And Entity Information [Abstract] | ||
Entity Registrant Name | S&W Seed Co | |
Entity Central Index Key | 0001477246 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity File Number | 001-34719 | |
Entity Tax Identification Number | 27-1275784 | |
Entity Address, Address Line One | 2101 Ken Pratt Blvd | |
Entity Address, Address Line Two | Suite 201 | |
Entity Address, City or Town | Longmont | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80501 | |
City Area Code | 720 | |
Local Phone Number | 506-9191 | |
Entity Common Stock, Shares Outstanding | 35,079,345 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Trading Symbol | SANW | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | NV | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 2,926,079 | $ 4,123,094 |
Accounts receivable, net | 12,906,291 | 19,023,098 |
Inventories, net | 71,990,869 | 63,882,938 |
Prepaid expenses and other current assets | 1,981,651 | 1,374,677 |
Assets held for sale | 949,954 | 0 |
TOTAL CURRENT ASSETS | 90,754,844 | 88,403,807 |
Property, plant and equipment, net | 18,357,931 | 20,494,312 |
Intangibles, net | 38,584,801 | 38,784,058 |
Goodwill | 1,701,196 | 1,508,675 |
Other assets | 6,688,936 | 6,764,781 |
TOTAL ASSETS | 156,087,708 | 155,955,633 |
CURRENT LIABILITIES | ||
Accounts payable | 13,790,765 | 8,045,694 |
Deferred revenue | 6,893,665 | 6,171,904 |
Accrued expenses and other current liabilities | 7,575,410 | 9,618,892 |
Lines of credit, net | 35,507,071 | 26,983,264 |
Current portion of long-term debt, net | 1,656,565 | 1,780,522 |
TOTAL CURRENT LIABILITIES | 65,423,476 | 52,600,276 |
Long-term debt, net, less current portion | 13,753,716 | 14,328,823 |
Contingent consideration obligation | 5,258,591 | 4,263,503 |
Other non-current liabilities | 3,143,234 | 3,427,054 |
TOTAL LIABILITIES | 87,579,017 | 74,619,656 |
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; 75,000,000 shares authorized; 34,189,660 issued and 34,164,660 outstanding at December 31, 2020; 33,457,861 issued and 33,432,861 outstanding at June 30, 2020; | 34,190 | 33,458 |
Treasury stock, at cost, 25,000 shares | (134,196) | (134,196) |
Additional paid-in capital | 140,028,674 | 137,809,540 |
Accumulated deficit | (65,780,154) | (50,140,942) |
Accumulated other comprehensive loss | (5,577,458) | (6,111,424) |
Noncontrolling interests | (62,365) | (120,459) |
TOTAL STOCKHOLDERS' EQUITY | 68,508,691 | 81,335,977 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 156,087,708 | $ 155,955,633 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2020 | Jun. 30, 2020 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 34,189,660 | 33,457,861 |
Common stock, shares outstanding | 34,164,660 | 33,432,861 |
Treasury stock, shares | 25,000 | 25,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||||
Revenue | $ 15,051,331 | $ 12,353,100 | $ 28,906,717 | $ 24,625,557 |
Cost of revenue | 13,013,171 | 10,160,727 | 25,087,625 | 19,360,313 |
Gross profit | 2,038,160 | 2,192,373 | 3,819,092 | 5,265,244 |
Operating expenses | ||||
Selling, general and administrative expenses | 5,920,286 | 5,119,598 | 10,605,030 | 9,767,924 |
Research and development expenses | 2,109,303 | 1,671,873 | 4,125,989 | 3,260,064 |
Depreciation and amortization | 1,411,890 | 1,346,004 | 2,789,978 | 2,410,802 |
Gain on disposal of property, plant and equipment | (41,068) | (1,500) | (42,068) | (13,075) |
Total operating expenses | 9,400,411 | 8,135,975 | 17,478,929 | 15,425,715 |
Loss from operations | (7,362,251) | (5,943,602) | (13,659,837) | (10,160,471) |
Other expense | ||||
Foreign currency gain | (203,770) | (112,363) | (104,553) | (14,176) |
Change in estimated value of assets held for sale | 7,238 | 92,931 | ||
Change in contingent consideration obligation | 330,699 | 435,519 | 0 | |
Loss on extinguishment of debt | 140,638 | 0 | 140,638 | |
Interest expense - amortization of debt discount | 257,523 | 111,810 | 367,660 | 297,712 |
Interest expense | 606,059 | 501,781 | 1,178,342 | 938,279 |
Loss before income taxes | (8,352,762) | (6,592,706) | (15,536,805) | (11,615,855) |
Provision for income taxes | 42,480 | 23,290 | 44,312 | 24,520 |
Net loss | (8,395,242) | (6,615,996) | (15,581,117) | (11,640,375) |
Net income (loss) attributed to noncontrolling interests | 71,210 | 48,861 | 58,095 | (50,028) |
Net loss attributable to S&W Seed Company | $ (8,466,452) | $ (6,664,857) | $ (15,639,212) | $ (11,590,347) |
Net loss attributable to S&W Seed Company per common share: | ||||
Basic | $ (0.25) | $ (0.20) | $ (0.47) | $ (0.35) |
Diluted | $ (0.25) | $ (0.20) | $ (0.47) | $ (0.35) |
Weighted average number of common shares outstanding: | ||||
Basic | 33,547,868 | 33,301,578 | 33,498,952 | 33,294,344 |
Diluted | 33,547,868 | 33,301,578 | 33,498,952 | 33,294,344 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (8,395,242) | $ (6,615,996) | $ (15,581,117) | $ (11,640,375) |
Foreign currency translation adjustment, net of income taxes | 257,128 | 189,570 | 533,966 | (54,495) |
Comprehensive loss | (8,138,114) | (6,426,426) | (15,047,151) | (11,694,870) |
Comprehensive income (loss) attributable to noncontrolling interests | 71,210 | 48,861 | 58,095 | (50,028) |
Comprehensive loss attributable to S&W Seed Company | $ (8,209,324) | $ (6,475,287) | $ (15,105,246) | $ (11,644,842) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Total | Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interests | Accumulated Other Comprehensive Loss |
Beginning Balance, amount at Jun. 30, 2019 | $ 99,998,212 | $ 33,303 | $ (134,196) | $ 136,751,875 | $ (30,466,618) | $ (47,685) | $ (6,138,467) |
Beginning Balance, shares at Jun. 30, 2019 | 33,303,218 | (25,000) | |||||
Stock-based compensation - options, restricted stock, and RSUs | 468,604 | 468,604 | |||||
Net issuance to settle RSUs, amount | (16,177) | $ 26 | (16,203) | ||||
Net issuance to settle RSUs, shares | 26,348 | ||||||
Other comprehensive income (loss) | (54,495) | (54,495) | |||||
Net income (loss) | (11,640,375) | (11,590,347) | (50,028) | ||||
Ending Balance, amount at Dec. 31, 2019 | 88,755,769 | $ 33,329 | $ (134,196) | 137,204,276 | (42,056,965) | (97,713) | (6,192,962) |
Ending Balance, shares at Dec. 31, 2019 | 33,329,566 | (25,000) | |||||
Beginning Balance, amount at Sep. 30, 2019 | 94,881,367 | $ 33,309 | $ (134,196) | 136,903,468 | (35,392,108) | (146,574) | (6,382,532) |
Beginning Balance, shares at Sep. 30, 2019 | 33,309,453 | (25,000) | |||||
Stock-based compensation - options, restricted stock, and RSUs | 309,767 | 309,767 | |||||
Net issuance to settle RSUs, amount | (8,939) | $ 20 | (8,959) | ||||
Net issuance to settle RSUs, shares | 20,113 | ||||||
Other comprehensive income (loss) | 189,570 | 189,570 | |||||
Net income (loss) | (6,615,996) | (6,664,857) | 48,861 | ||||
Ending Balance, amount at Dec. 31, 2019 | 88,755,769 | $ 33,329 | $ (134,196) | 137,204,276 | (42,056,965) | (97,713) | (6,192,962) |
Ending Balance, shares at Dec. 31, 2019 | 33,329,566 | (25,000) | |||||
Beginning Balance, amount at Jun. 30, 2020 | 81,335,977 | $ 33,458 | $ (134,196) | 137,809,540 | (50,140,942) | (120,459) | (6,111,424) |
Beginning Balance, shares at Jun. 30, 2020 | 33,457,861 | (25,000) | |||||
Stock-based compensation - options, restricted stock, and RSUs | 881,625 | 881,625 | |||||
Net issuance to settle RSUs, amount | (47,686) | $ 232 | (47,918) | ||||
Net issuance to settle RSUs, shares | 232,481 | ||||||
Proceeds from sale of common stock, net of fees and expenses, amount | 1,385,926 | $ 499 | 1,385,427 | ||||
Proceeds from sale of common stock, net of fees and expenses, shares | 499,318 | ||||||
Other comprehensive income (loss) | 533,966 | 533,966 | |||||
Net income (loss) | (15,581,117) | (15,639,212) | 58,095 | ||||
Ending Balance, amount at Dec. 31, 2020 | 68,508,691 | $ 34,190 | $ (134,196) | 140,028,674 | (65,780,154) | (62,365) | (5,577,458) |
Ending Balance, shares at Dec. 31, 2020 | 34,189,660 | (25,000) | |||||
Beginning Balance, amount at Sep. 30, 2020 | 74,730,081 | $ 33,476 | $ (134,196) | 138,112,664 | (57,313,702) | (133,575) | (5,834,586) |
Beginning Balance, shares at Sep. 30, 2020 | 33,475,569 | (25,000) | |||||
Stock-based compensation - options, restricted stock, and RSUs | 561,216 | 561,216 | |||||
Net issuance to settle RSUs, amount | (30,418) | $ 215 | (30,633) | ||||
Net issuance to settle RSUs, shares | 214,773 | ||||||
Proceeds from sale of common stock, net of fees and expenses, amount | 1,385,926 | $ 499 | 1,385,427 | ||||
Proceeds from sale of common stock, net of fees and expenses, shares | 499,318 | ||||||
Other comprehensive income (loss) | 257,128 | 257,128 | |||||
Net income (loss) | (8,395,242) | (8,466,452) | 71,210 | ||||
Ending Balance, amount at Dec. 31, 2020 | $ 68,508,691 | $ 34,190 | $ (134,196) | $ 140,028,674 | $ (65,780,154) | $ (62,365) | $ (5,577,458) |
Ending Balance, shares at Dec. 31, 2020 | 34,189,660 | (25,000) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (15,581,117) | $ (11,640,375) |
Adjustments to reconcile net loss from operating activities to net cash used in operating activities | ||
Stock-based compensation | 881,625 | 468,604 |
Change in allowance for doubtful accounts | (32,180) | (36,018) |
Inventory write-down | 945,748 | 818,099 |
Depreciation and amortization | 2,789,978 | 2,410,802 |
(Gain) loss on disposal of property, plant and equipment | (42,068) | (13,075) |
Change in foreign exchange contracts | (489,504) | (73,677) |
Change in contingent consideration obligation | 435,519 | 0 |
Change in estimated value of assets held for sale | 0 | 92,931 |
Loss on extinguishment of debt | 0 | 140,638 |
Amortization of debt discount | 367,660 | 297,712 |
Changes in: | ||
Accounts receivable | 6,881,355 | 3,169,182 |
Unbilled accounts receivable | (106,412) | (524,511) |
Inventories | (6,939,539) | (5,193,721) |
Prepaid expenses and other current assets | (28,889) | 16,829 |
Other non-current asset | 53,188 | 31,935 |
Accounts payable | 5,004,596 | 6,643,907 |
Deferred revenue | 721,595 | 1,066,964 |
Accrued expenses and other current liabilities | (2,507,353) | (943,890) |
Other non-current liabilities | (241,281) | (218,475) |
Net cash used in operating activities | (7,887,079) | (3,486,139) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Additions to property, plant and equipment | (346,980) | (1,447,549) |
Proceeds from disposal of property, plant and equipment | 629,449 | 20,075 |
Proceeds from sale of assets held for sale | 0 | 1,757,069 |
Acquisition of wheat assets | 0 | (2,633,000) |
Net cash provided by (used in) investing activities | 282,469 | (2,303,405) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Net proceeds from sale of common stock | 1,385,926 | 0 |
Taxes paid related to net share settlements of stock-based compensation awards | (47,686) | (16,177) |
Borrowings and repayments on lines of credit, net | 6,045,840 | 6,648,102 |
Borrowings of long-term debt | 0 | 258,721 |
Debt issuance costs | (92,727) | (879,655) |
Repayments of long-term debt | (1,462,798) | (1,147,447) |
Net cash provided by financing activities | 5,828,555 | 4,863,544 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | 579,040 | (152,730) |
NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS | (1,197,015) | (1,078,730) |
CASH AND CASH EQUIVALENTS, beginning of the period | 4,123,094 | 3,431,802 |
CASH AND CASH EQUIVALENTS, end of period | 2,926,079 | 2,353,072 |
Cash paid during the period for: | ||
Interest | 1,328,818 | 825,121 |
Income taxes | $ 105,699 | $ 76,878 |
Background and Organization
Background and Organization | 6 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
BACKGROUND AND ORGANIZATION | NOTE 1 - BACKGROUND AND ORGANIZATION Organization The Company began as S&W Seed Company, a general partnership, in 1980 and was originally in the business of breeding, growing, processing and selling alfalfa seed. We then incorporated a corporation with the same name in Delaware in October 2009, which is the successor entity to Seed Holding, LLC, having 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 Holdings Australia Pty Ltd, an Australia corporation (f/k/a S&W Seed Australia Pty Ltd, or S&W Holdings, consummated an acquisition of all of the issued and outstanding shares of Seed Genetics International Pty Ltd, an Australia corporation, or SGI, from SGI’s shareholders. In April 2018, SGI changed its name to S&W Seed Company Australia Pty Ltd, or S&W Australia. On September 19, 2018, the Company and AGT Foods Africa Proprietary Limited, or AGT, formed a venture based in South Africa named SeedVision Proprietary Limited, or SeedVision. SeedVision will leverage AGT's African-based production and processing facilities to produce S&W's hybrid sunflower, grain sorghum, and forage sorghum to be sold by SeedVision in the African continent, Middle East countries, and Europe. As part of the Company’s 2018 acquisition of all the assets of Chromatin, Inc., the Company acquired 51.0% of Sorghum Solutions South Africa. On February 24, 2020, S&W Australia acquired all of the issued and outstanding shares of Pasture Genetics Ltd., or Pasture Genetics, from Pasture Genetics’ sole shareholder. Business Overview Since its establishment, the Company, including its predecessor entities, has been principally engaged in breeding, growing, processing and selling agricultural seeds. The Company owns seed cleaning and processing facilities, which are located in Nampa, Idaho, Dumas, Texas, New Deal, Texas, Keith, South Australia and Penfield, South Australia. The Company’s seed products are primarily grown under contract by farmers. The Company began its stevia initiative in fiscal year 2010 and is currently focused on breeding improved varieties of stevia and developing marketing and distribution programs for its stevia products. The Company has also been actively engaged in expansion initiatives through a combination of organic growth and strategic acquisitions. The Company had a long-term distribution agreement with Pioneer regarding conventional (non-GMO) varieties, and a production agreement with Pioneer (relating to GMO-traited varieties). These agreements were terminated on May 20, 2019. See Note 4 for further discussion. In May 2016, the Company acquired the assets and business of SV Genetics, a private Australian company specializing in the breeding and licensing of proprietary hybrid sorghum and sunflower seed germplasm, which represented the Company’s initial effort to diversify its product portfolio beyond alfalfa seed and stevia. In October 2018, the Company acquired substantially all of the assets of Chromatin, Inc., a U.S.-based sorghum genetics and seed company, as part of the Company's efforts to expand its penetration into the hybrid sorghum market. In August 2019, S&W Australia, a wholly owned subsidiary of S&W Seed Company, licensed certain wheat germplasm varieties and acquired certain equipment from affiliates of Corteva. In the transaction, S&W Australia paid a one-time license fee of $2.3 million and an equipment purchase price of $0.3 million. The license has an initial term of 15 years. In February 2020, S&W Australia acquired Pasture Genetics, the third largest pasture seed company in Australia, as part of the Company’s efforts to diversify its product offerings and expand its distribution channels. The Company’s operations span the world’s alfalfa seed production regions with operations in the San Joaquin and Imperial Valleys of California, Texas, five other U.S. states, Australia, and three provinces in Canada, and the Company sells its seed products in more than 40 countries around the globe. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
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 no substantive equity contributions have been made to it, and Sorghum Solutions South Africa is being funded through advances, as needed, from its investors. The Company has concluded that it is the primary beneficiary of Sorghum Solutions South Africa because it has the power, through a tie-breaking vote on the board of directors, to direct the sales and marketing activities of Sorghum Solutions South Africa, which are considered to be the activities that have the greatest impact on the future economic performance of Sorghum Solutions South Africa. 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 $0.5 million of current assets (restricted) and $0.1 million of current liabilities (nonrecourse) for these entities in our consolidated balance sheet as of December 31, 2020. We have recorded a combined $1.3 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, 2020. 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, or 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 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, 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. The COVID-19 pandemic and the efforts to contain it have, among other things, negatively impacted the global economy and created significant volatility and disruption of financial markets. In addition, the COVID-19 pandemic has significantly increased economic and demand uncertainty. The Company believes the estimates and assumptions underlying the accompanying consolidated financial statements are reasonable and supportable based on the information available at the time the financial statements were prepared. However, uncertainty over the impact COVID-19 will have on the global economy and the Company’s business in particular makes many of the estimates and assumptions reflected in these consolidated financial statements inherently less certain. Therefore, actual results may ultimately differ from those estimates to a greater degree than historically. 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 29% and 27% of its revenue for the three months ended December 31, 2020 and 2019, respectively. One customer accounted for 21% and 41% of its revenue for the six months ended December 31, 2020 and 2019, respectively. Two customers accounted for 24% of the Company’s accounts receivable at December 31, 2020. One customer accounted for 21% of the Company’s accounts receivable at June 30, 2020. The Company sells a substantial portion of its products to international customers. Sales to international markets represented 55% and 51% of revenue during the three months ended December 31, 2020 and 2019, respectively. Sales to international markets represented 58% and 48% of revenue during the six months ended December 31, 2020 and 2019, respectively. The net book value of fixed assets located outside the United States was 17% and 17% of total fixed assets at December 31, 2020 and June 30, 2020, respectively. Cash balances located outside of the United States may not be insured and totaled $344,244 and $1,690,748 at December 31, 2020 and June 30, 2020, respectively. The following table shows revenue from external sources by destination country: Three Months Ended December 31, Six Months Ended December 31, 2020 2019 2020 2019 United States $ 6,738,493 45 % $ 6,098,755 49 % $ 12,100,270 42 % $ 12,803,301 52 % Australia 2,059,429 14 % 527,063 4 % 4,841,892 17 % 1,293,514 5 % Saudi Arabia 860,282 6 % 2,095,140 17 % 2,059,192 7 % 2,285,140 9 % Mexico 652,766 4 % 787,624 6 % 1,788,856 6 % 1,818,416 7 % Pakistan 1,292,105 9 % 464,537 4 % 1,597,195 6 % 1,243,467 5 % Argentina 1,183,752 8 % 137,405 1 % 1,183,667 4 % 137,405 1 % South Africa 312,819 2 % 343,997 3 % 976,894 3 % 458,444 2 % Peru 136,635 1 % — 0 % 635,669 2 % 65,534 0 % Sudan — 0 % — 0 % 484,645 2 % 823,128 3 % China 480,626 3 % 213,168 2 % 480,626 2 % 379,270 2 % Other 1,334,424 8 % 1,685,411 14 % 2,757,811 9 % 3,317,938 14 % Total $ 15,051,331 100 % $ 12,353,100 100 % $ 28,906,717 100 % $ 24,625,557 100 % Covid-19 Pandemic In addition to the foregoing, the Company is monitoring closely the impact of the COVID-19 pandemic on its business, including its results of operations and financial condition, and has implemented measures designed to protect the health and safety of its employees while continuing its operations. In particular, the Company’s sales cycle is highly seasonal, and the majority of its sales season activities for the United States and Australia are typically concentrated between March and June of each year. The Company’s sales efforts also have historically involved significant in-person interaction with potential customers and distributors. Throughout the COVID-19 pandemic, many national, state and local governments in its target markets implemented various stay-at-home, shelter-in-place and other quarantine measures. As a result, the Company has shifted its sales activities to video conferencing and similar customer interaction models and continues to evaluate its sales approach, but the Company has found these alternative approaches to generally be less effective than in-person sales efforts. In addition, the Company’s product revenue is predicated on its ability to timely fulfill customer orders, which depends in large part upon the consistent availability and operation of shipping and distribution networks operated by third parties. Farmers typically have a limited window during which they can plant seed, and their buying decisions can be shaped by actual or perceived disruptions in the Company’s distribution and supply channels. If the Company’s customers delay or decrease their orders due to potential disruptions in its distribution and supply channels, this would adversely affect the Company’s product revenue. Given the level of uncertainty regarding the duration and broader impact of the COVID-19 pandemic, the Company is unable to fully assess the extent of its ongoing impact on the Company’s operations. The Company’s loan and security agreement with CIBC contains various operating and financial covenants (See Note 9). The COVID-19 pandemic creates risk in the Company’s ability to comply with these covenants, which could result in acceleration of its repayment obligations and foreclosure on its pledged assets. For example, the loan and security agreement with CIBC requires the Company to comply with a minimum fixed charge coverage ratio, tested on a trailing twelve month basis, and permits the Company to include capital raised, within 30 days after the end of any fiscal quarter, as a component of adjusted EBITDA (as defined in the agreement) for purposes of complying with this covenant. If the Company is unable to generate sufficient adjusted EBITDA to meet this covenant, the Company may need to raise additional equity prior to April 30, 2021 to maintain compliance as of March 31, 2021. To date, the Company has raised approximately $1.5 million in equity prior to December 31, 2020 and an additional $3.3 million 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. 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 $145,787 and $1,366,220 at December 31, 2020 and June 30, 2020, 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 alfalfa seed 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. Components of inventory are: December 31, 2020 June 30, 2020 Raw materials and supplies $ 2,787,435 $ 1,227,185 Work in progress 14,487,896 4,395,503 Finished goods 54,715,538 58,260,250 $ 71,990,869 $ 63,882,938 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, 20 years for customer relationships, 15 years for trade names, 15 years for license agreements and 16 years for 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 is less than its carrying amount, including goodwill. If management concludes that it is more likely than not that the fair value 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 with its carrying amount, including goodwill. The Company uses market capitalization and an estimate of a control premium to estimate the fair value. If the fair value exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. If the carrying amount exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill. The Company acquired Pasture Genetics in February 2020, and recorded goodwill of $1,452,436 as part of this transaction. The Company performed a quantitative assessment of goodwill at June 30, 2020 on its one reporting unit and determined that goodwill was not impaired. See Note 7 for further information. 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 December 31, 2020 and June 30, 2020, and the investment is included in Other Assets on the Consolidated Balance Sheet. This investment is accounted for in accordance with ASC 321, Investments – Equity Securities No adjustments for impairment or observable transactions were made for the three months or six months ended December 31, 2020 or December 31, 2019. Research and Development Costs The Company is engaged in ongoing research and development, or 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, 2020 and December 31, 2019 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, or 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 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. Three Months Ended December 31, Six Months Ended December 31, 2020 2019 2020 2019 Numerator: Net loss attributable to S&W Seed Company $ (8,466,452 ) $ (6,664,857 ) $ (15,639,212 ) $ (11,590,347 ) Numerator for basis EPS (8,466,452 ) (6,664,857 ) (15,639,212 ) (11,590,347 ) Effect of dilutive securities: Warrants — — — — — — — — Numerator for diluted EPS $ (8,466,452 ) $ (6,664,857 ) $ (15,639,212 ) $ (11,590,347 ) Denominator: Denominator for basic EPS-weighted- average shares 33,547,868 33,301,578 33,498,952 33,294,344 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 33,547,868 33,301,578 33,498,952 33,294,344 Basic EPS $ (0.25 ) $ (0.20 ) $ (0.47 ) $ (0.35 ) Diluted EPS $ (0.25 ) $ (0.20 ) $ (0.47 ) $ (0.35 ) 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 for the three and six months ended December 31, 2020 and 2019. 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 4 and Note 7 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 Dow Wheat Acquisition (see Note 7 below) were valued at fair value on a non-recurring basis as of August 15, 2019. The assets acquired and liabilities assumed in the PG Acquisition (see Note 6) were valued at fair value on a non-recurring basis as of February 24, 2020. 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, 2020 Using: Level 1 Level 2 Level 3 Foreign exchange contract asset $ — $ 471,537 $ — Contingent consideration obligations $ — $ — $ 5,258,591 Total $ — $ 471,537 $ 5,258,591 Fair Value Measurements as of June 30, 2020 Using: Level 1 Level 2 Level 3 Foreign exchange contract liability $ — $ 35,218 $ — Contingent consideration obligations $ — $ — $ 4,263,503 Total $ — $ 35,218 $ 4,263,503 Recently Adopted Accounting Pronouncements The Company adopted ASU 2018-15 effective July 1, 2020. The FASB issued authoritative guidance intended to address a customer’s accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. The Company adopted the ASU prospectively for the annual period beginning July 1, 2020. The adoption of this ASU had no impact on the Company’s consolidated statement of operations and consolidated statement of cash flows. |
Leases
Leases | 6 Months Ended |
Dec. 31, 2020 | |
Lessee Disclosure [Abstract] | |
LEASES | NOTE 3 - LEASES S&W leases office and laboratory space, research plots and equipment used in connection with its operations under various operating and finance leases. ROU assets represent the Company’s right to use the underlying assets for the lease term and lease liabilities represent the net present value of the Company’s obligation to make payments arising from these leases. The lease liabilities are based on the present value of fixed lease payments over the lease term using the implicit lease interest rate or, when unknown, the Company's incremental borrowing rate on the lease commencement date or July 1, 2019 for leases that commenced prior to that date. If the lease includes one or more options to extend the term of the lease, the renewal option is considered in the lease term if it is reasonably certain the Company will exercise the option(s). Operating lease expense is recognized on a straight-line basis over the term of the lease. As permitted by ASC 842, leases with an initial term of twelve months or less, or short-term leases, are not recorded on the accompanying consolidated balance sheet. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component under the practical expedient provisions of the standard. The Company has lease agreements with terms less than one year. For the qualifying short-term leases, the Company elected the short-term lease recognition exemption in which the Company will not recognize ROU assets or lease liabilities, including the ROU assets or lease liabilities for existing short-term leases of those assets in upon adoption. Variable lease payments consist primarily of common area maintenance, utilities and taxes, which are not included in the recognition of ROU assets and related lease liabilities. Variable lease payments and short-term lease expenses were immaterial to the Company’s financial statements for the three and six months ended December 31, 2020. The Company’s lease agreements do not contain material restrictive covenants. The components of lease assets and liabilities are as follows: Leases Balance Sheet Classification December 31, 2020 Assets: Right of use assets - operating leases Other assets $ 3,853,401 Right of use assets - finance leases Other assets 2,043,455 Accumulated amortization - finance leases Other assets (626,179 ) Right of use assets - finance leases, net Other assets 1,417,276 Total lease assets $ 5,270,677 Liabilities: Current portion of long-term debt, net Current portion of long-term debt, net 960,942 Current lease liabilities Accrued expenses and other current liabilities 1,219,734 Long-term debt, net Long-term debt, net 1,596,962 Long-term lease liabilities Other long-term liabilities 2,944,922 Total lease liabilities $ 6,722,560 The components of lease cost are as follows: Leases Income Statement Classification Three Months Ended December 31, 2020 Six Months Ended December 31, 2020 Operating lease cost Cost of revenue $ 80,293 $ 159,596 Operating lease cost Selling, general and administrative expenses 199,235 410,905 Operating lease cost Research and development expenses 52,074 104,225 Finance lease cost Depreciation and amortization 231,650 441,956 Total lease costs $ 563,252 $ 1,116,682 Maturities of lease liabilities as of December 31, 2020 are as follows: Operating Leases Finance Leases Remainder of 2021 $ 852,952 $ 571,026 2022 1,278,708 1,071,355 2023 843,253 944,209 2024 762,232 261,194 2025 405,339 29,314 After 2025 513,016 — Total lease payments 4,655,500 2,877,098 Less: Interest (490,844 ) (319,194 ) Present value of lease liabilities $ 4,164,656 $ 2,557,904 The following are the weighted average assumptions used for lease term and discount rate and supplemental cash flow information related to leases as of December 31, 2020: Operating lease remaining lease term 4.3 years Operating lease discount rate 4.44 % Finance lease remaining lease term 2.6 years Finance lease discount rate 5.51 % Cash paid for operating leases $ 532,510 Cash paid for finance leases $ 548,957 |
Pioneer Relationship
Pioneer Relationship | 6 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
PIONEER RELATIONSHIP | NOTE 4 – PIONEER RELATIONSHIP Distribution and Production Agreements with Pioneer In 2014, the Company purchased from Pioneer certain assets related to alfalfa and entered into a long-term contract to sell alfalfa seed to Pioneer under a production agreement (GMO varieties) and a distribution agreement (conventional varieties). Under the production and distribution agreements with Pioneer, the Company grew, processed, and delivered alfalfa seed for and to Pioneer. See Note 5 for a discussion of the recognition of revenue under these agreements. On May 22, 2019, the Company and Pioneer terminated the production and distribution agreements. As part of the termination, Pioneer’s parent company, Corteva, agreed to purchase from the Company certain quantities of seed held by the Company as of that date that Pioneer was not previously obligated to purchase. Those quantities of seed will be delivered to Corteva periodically through February 2021. The Company does not expect to sell any other products to Pioneer or Corteva beyond those quantities of seed. License Agreement with Corteva Contemporaneously with the termination, the Company entered into a license with Corteva, under which Corteva received a fully pre-paid, exclusive license to produce and distribute certain of the Company's alfalfa seed varieties world-wide (except South America). The licensed seed varieties include certain of the Company's existing commercial conventional (non-GMO) alfalfa varieties and six pre-commercial dormant alfalfa varieties. The Company also assigned to Corteva grower production contract rights, and Corteva assumed grower production contract obligations, related to the licensed and certain other alfalfa varieties. Corteva received no license to the Company's other commercial alfalfa varieties or pre-commercial alfalfa pipeline products and no rights to any future products developed by the Company. Payments Due from Corteva and Pioneer The Company received payments of $45.0 million in May 2019 and $5.55 million in September 2019, $5.55 million in January 2020, $5.55 million in February 2020 and $3.75 million in September 2020 from Pioneer/Corteva, and will receive additional payments through February 2021, which total approximately $4.6 million. Approximately $34.2 million of these amounts referenced above has been allocated to the license to the Company’s alfalfa varieties. The $34.2 million was reported as licensing revenue in the consolidated statement of operations for the fiscal year ended June 30, 2019. The remaining amounts will be recognized as revenue as the seed is delivered to Corteva through March 2021. The amount allocated to the seed represents the estimated standalone selling price of those quantities of seed, determined based on the Company’s normal profit margin on the quantities and varieties of seed that Corteva agreed to purchase. The Company allocated approximately $1.8 million to an unbilled receivable related to revenue recognition at contract termination and the remainder of the payments was allocated to the license using a residual method approach. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Dec. 31, 2020 | |
Revenues [Abstract] | |
REVENUE RECOGNITION | NOTE 5 - REVENUE RECOGNITION The Company derives its revenue from 1) the sale of seed, 2) milling and packaging services 3) research and development services and 4) product licensing agreements. The following table disaggregates the Company’s revenue by type of contract: Three Months Ended December 31, Six Months Ended December 31, 2020 2019 2020 2019 Pioneer product sales $ 4,069,433 $ 3,144,106 $ 5,699,955 $ 6,407,122 Other product sales 10,408,743 8,908,371 22,271,496 17,536,548 Services 573,155 300,623 935,266 681,887 $ 15,051,331 $ 12,353,100 $ 28,906,717 $ 24,625,557 Pioneer Product Sales In the three and six months ended December 31, 2020, Pioneer product sales consisted of product shipments to Pioneer under the termination agreement discussed in Note 4. Licensing Contemporaneously with the termination in Note 4, the Company entered into a license with Corteva, under which Corteva received a fully pre-paid, exclusive license to produce and distribute certain of the Company's alfalfa seed varieties world-wide (except South America). The licensed seed varieties include certain of the Company's existing commercial conventional (non-GMO) alfalfa varieties and six pre-commercial dormant alfalfa varieties. Other Product Sales Revenue from other product sales is recognized at the point in time at which control of the product is transferred to the customer. Generally, this occurs upon shipment of the product. Pricing for such transactions is negotiated and determined at the time the contracts are signed. We have elected the practical expedient that allows us to account for shipping and handling activities as a fulfillment cost, and we accrue those costs when the related revenue is recognized. The Company has certain contracts with customers that offer a limited right of return on certain branded products. The products must be in an unopened and undamaged state and must be resalable in the sole opinion of the Company to qualify for refund. Returns are only accepted on product received by August 31 st Services Revenue from milling, conditioning, treating and packaging services, which are performed on the customer's product, is recognized as services are completed and the milled product is delivered to the customer. Revenue from research and development services is recognized over time as the services are performed. R&D services are generally paid for in advance. During the three and six months ended December 31, 2020, R&D revenue relates to a single contract in which the customer may decide annually whether to continue the arrangement. Revenue is recognized straight-line over time, as services are expected to be provided roughly evenly throughout the year. Payment Terms and Related Balance Sheet Accounts Accounts receivable represent amounts that are payable to the Company by its customers subject only to the passage of time. Payment terms on invoices are generally 30 to 120 days for export customers and end of sales season (September 30 th Unbilled receivables represent contract assets that arise when the Company has partially performed under a contract but is not yet able to invoice the customer until the Company has made additional progress. Unbilled receivables arose from the distribution and production agreements for which the Company recognized revenue over time, as the Company bills for these arrangements upon product delivery, while revenue was recognized, as described above, as costs were incurred. Unbilled receivables may arise as much as three months before billing is expected to occur. Unbilled receivables are generally expected to be generated in the first and second fiscal quarters, and to be billed in the second, third and fourth fiscal quarters. Losses on accounts receivable and unbilled receivables are recognized if and when it becomes probable that amounts will not be paid. These losses are reversed in subsequent periods if these amounts are paid. During the three months ended December 31, 2020, the Company recognized a net gain from collections on amounts previously written off to bad debt expense of $67,614. During the six months ended December 31, 2020, the Company recognized a net gain from collections on amounts previously written off to bad debt expense of $32,180. Deferred revenue represents payments received from customers in advance of completion of the Company's performance obligation. During the three and six months ended December 31, 2020, the Company recognized $5.7 million of revenue that was included in the deferred balance as of June 30, 2020. During the year ended June 30, 2020, the Company recognized $9.1 million of revenue that was included in the deferred balance as of June 30, 2019. |
Business Combinations
Business Combinations | 6 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS | NOTE 6 - BUSINESS COMBINATIONS Pasture Genetics Acquisition On February 24, 2020, S&W Australia acquired all of the issued and outstanding shares of Pasture Genetics, the PG Acquisition, for an initial consideration that consisted of an upfront cash payment at closing of USD $7.5 million The PG acquisition expanded and diversified the Company's product offerings and provided access to new distribution channels within Australia. The PG 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 Acquisition. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date of February 24, 2020: February 24, 2020 (as reported) Measurement Period Adjustments February 24, 2020 (as adjusted) Cash and cash equivalents $ 25,027 $ — $ 25,027 Accounts receivable 3,406,169 94,749 3,500,918 Inventories 6,145,876 (74,473 ) 6,071,403 Prepaid expenses and other current assets 191,536 13,625 205,161 Property, plant and equipment 993,525 — 993,525 Right of use assets — 365,033 365,033 Trade names 428,590 (26,375 ) 402,215 Customer relationships 4,351,840 791,244 5,143,084 Goodwill 2,555,175 (1,102,739 ) 1,452,436 Accounts payable (4,254,043 ) 219,932 (4,034,111 ) Current liabilities (1,452,984 ) 159,865 (1,293,119 ) Vehicle loans (544,608 ) - (544,608 ) Finance leases assumed - (365,033 ) (365,033 ) Other noncurrent liabilities (16,399 ) - (16,399 ) Total acquisition cost allocated $ 11,829,704 $ 75,828 $ (11,905,532 ) The acquisition-date fair value of the consideration transferred consisted of the following: February 24, 2020 (as reported) Measurement Period Adjustments February 24, 2020 (as adjusted) Cash paid at closing $ 7,497,645 $ — $ 7,497,645 Contingent earn-out 4,332,059 75,828 4,407,887 Total purchase price $ 11,829,704 $ 75,828 $ 11,905,532 The estimated fair value of accounts receivable acquired was $3,500,918, with the gross contractual amount totaling $3,610,566, less $109,648 expected to be uncollectible. The current liabilities assumed primarily relate to grower payables as well as employee-related obligations. The excess of the purchase price over the fair value of the net assets acquired, amounting to $1,452,436, was recorded as goodwill on the consolidated balance sheet. The primary item that generated goodwill was the premium paid by the Company for the ability to manage the acquired business, the trained workforce and access to new the distribution channels. 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 contingent consideration requires the Company to pay up to an additional USD $5.3 million (AUD $8.0 million). The amount of any Earn-Out will be equal to the excess, if any, of (a) 7.5 multiplied by the average of an agreed-upon calculation of Pasture Genetics’ earnings over fiscal years 2021 and 2022, above (b) USD $7.5 million (AUD $12.0 million). The fair value of the contingent consideration arrangement at the acquisition date was $4,407,887. The fair value of the contingent consideration was estimated using a Monte Carlo simulation model. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement. As of December 31, 2020, the estimated fair value of the contingent consideration is $5,258,591. The key assumptions in applying the Monte Carlo simulation as of December 31, 2020 were as follows: 8% present value discount factor and an underlying net income volatility of 30%. The values and useful lives of the acquired intangibles are as follows: Estimated Useful Life (Years) Estimated Fair Value Trade names 5 $ 402,215 Customer relationships 20 5,143,084 Total identifiable intangible assets $ 5,545,299 The Company incurred acquisitions costs of $476,454 The following unaudited pro forma financial information presents results as if the Acquisition occurred on July 1, 2019. Six Months Ended December 31, 2019 Revenue $ 29,948,224 Net loss $ (12,092,329 ) For purposes of the pro forma disclosures above, the primary adjustments for the six months ended December 31, 2019 include the amortization of acquired intangibles of $163,853. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 7 – GOODWILL AND INTANGIBLE ASSETS The Company acquired Pasture Genetics in February 2020, and recorded goodwill of $1,452,436, as part of this transaction. The Company performed a quantitative assessment of goodwill at June 30, 2020 on its one reporting unit and determined that goodwill was not impaired. The following table summarizes the activity of goodwill for the six months ended December 31, 2020 and the year ended June 30, 2020, respectively. Balance at July 1, 2020 Additions Impairment Currency Translation Adjustment Balance at December 31, 2020 Goodwill $ 1,508,675 $ — $ — $ 192,521 $ 1,701,196 Balance at July 1, 2019 Additions Impairment Currency Translation Adjustment Balance at June 30, 2020 Goodwill $ — $ 1,452,436 $ — $ 56,239 $ 1,508,675 Intangible assets consist of the following: Balance at July 1, 2020 Additions Impairment Amortization Currency Translation Adjustment Balance at December 31, 2020 Trade name $ 1,479,278 $ — $ — $ (102,269 ) $ 47,857 $ 1,424,866 Customer relationships 6,187,086 — — (184,005 ) 658,986 6,662,067 Non-compete 21,312 — — (8,402 ) — 12,910 GI customer list 57,310 — — (3,582 ) — 53,728 Supply agreement 926,507 — — (37,817 ) — 888,690 Grower relationships 1,542,393 — — (52,702 ) — 1,489,691 Intellectual property 25,415,665 — — (685,408 ) — 24,730,257 In process research and development 380,000 — — — — 380,000 License agreement 2,300,059 — — (85,714 ) 287,688 2,502,033 Internal use software 474,448 — — (33,889 ) — 440,559 $ 38,784,058 $ — $ — $ (1,193,788 ) $ 994,531 $ 38,584,801 Balance at July 1, 2019 Additions Impairment Amortization Currency Translation Adjustment Balance at June 30, 2020 Trade name $ 1,205,346 $ 402,215 $ — $ (139,999 ) $ 11,716 $ 1,479,278 Customer relationships 1,055,747 5,143,084 — (202,197 ) 190,452 6,187,086 Non-compete 30,267 — — (8,955 ) — 21,312 GI customer list 64,475 — — (7,165 ) — 57,310 Distribution agreement 1,002,154 — — (75,647 ) — 926,507 Grower relationships 1,647,800 — — (105,407 ) — 1,542,393 Intellectual property 26,786,468 — — (1,370,803 ) — 25,415,665 In process research and development 380,000 — — — — 380,000 License agreement — 2,400,863 — (135,295 ) 34,491 2,300,059 Internal use software 542,227 — — (67,779 ) — 474,448 $ 32,714,484 $ 7,946,162 $ — $ (2,113,247 ) $ 236,659 $ 38,784,058 Amortization expense totaled $599,068 and $531,373 for the three months ended December 31, 2020 and 2019, respectively. Amortization expense totaled $1,193,788 and $1,012,328 for the six months ended December 31, 2020 and 2019, respectively. Estimated aggregate remaining amortization is as follows: 2021 2022 2023 2024 2025 Thereafter Amortization expense $ 1,404,762 $ 2,355,237 $ 2,277,497 $ 2,254,962 $ 2,242,563 $ 28,049,780 Acquisition of Wheat Assets On August 15, 2019, the Company entered into several agreements to effectuate the purchase of a wheat breeding program in Australia, from Dow AgroScience, or the Dow Wheat Acquisition. In the transaction, the Company acquired: • A 15 year prepaid license of germplasm. The license includes commercial, pre-commercial and experimental proprietary wheat populations. • The right, during the term of the license, to develop future varieties. The license does not transfer ownership of the existing varieties licensed, but the Company will own any future varieties developed. • An option to renew the license for five additional years. • Tangible fixed assets used in the wheat breeding program. • A contract with a service provider to promote existing commercialized wheat varieties covered by the license. The wheat market in Australia operates under an End Point Royalty, or EPR, System in which the wheat variety owner earns a fixed royalty on every metric ton of grain produced. With the Wheat Acquisition, the Company has the right to collect EPR on commercialized wheat varieties included in its license. The purchase price was approximately $2.6 million, which was paid in cash. The purchase price was allocated to the assets acquired based on the relative fair values of the license and fixed assets. $2.4 million was allocated to the license, which will be amortized over 15 years in accordance with the term of the agreement. The fair value of the license was determined using a discounted cash flow analysis. $0.2 million was allocated to the fixed assets, which have useful lives of 3 - 5 years. The acquired assets did not meet the definition of a business in the Accounting Standards Codification. |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | NOTE 8 - PROPERTY, PLANT AND EQUIPMENT Components of property, plant and equipment were as follows: December 31, 2020 June 30, 2020 Land and improvements $ 2,309,495 $ 2,157,663 Buildings and improvements 8,073,677 10,014,879 Machinery and equipment 13,445,932 13,550,413 Vehicles 1,263,976 2,087,634 Leasehold improvements 552,810 552,810 Construction in progress 48,653 71,316 Total property, plant and equipment 25,694,543 28,434,715 Less: accumulated depreciation (7,336,612 ) (7,940,403 ) Property, plant and equipment, net $ 18,357,931 $ 20,494,312 Depreciation expense totaled $646,187 and $733,073 for the three months ended December 31, 2020 and 2019, respectively. Depreciation expense totaled $1,337,670 and $1,257,166 for the six months ended December 31, 2020 and 2019, respectively. |
Debt
Debt | 6 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 9 - DEBT Total debt outstanding is presented on the consolidated balance sheet as follows: December 31, 2020 June 30, 2020 Working capital lines of credit CIBC $ 15,403,491 $ 11,205,664 National Australia Bank Limited 20,585,532 16,437,600 Debt issuance costs (481,952 ) (660,000 ) Total working capital lines of credit, net $ 35,507,071 $ 26,983,264 Current portion of long-term debt Finance lease $ 960,942 $ 809,632 Debt issuance costs (6,636 ) $ (8,154 ) Term loan - National Australia Bank Limited 386,150 342,450 Machinery & equipment loans - National Australia Bank Limited 145,449 272,997 Vehicle loans - Toyota Finance — 200,779 Secured real estate note - Conterra 210,216 202,374 Debt issuance costs (39,556 ) (39,556 ) Total current portion, net 1,656,565 1,780,522 Long-term debt, less current portion Finance lease 1,596,962 1,642,975 Debt issuance costs (3,990 ) (6,923 ) Term loan - National Australia Bank Limited 3,089,200 3,082,050 Machinery & equipment loans - National Australia Bank Limited 258,025 396,404 Vehicle loans - Toyota Finance — 313,470 Secured real estate note - Conterra 8,849,779 8,956,885 Debt issuance costs (36,260 ) (56,038 ) Total long-term portion, net 13,753,716 14,328,823 Total debt, net $ 15,410,281 $ 16,109,345 In September 2015, the Company entered into a credit and security agreement, or the KeyBank Credit Facility, with KeyBank. Key provisions of the KeyBank Credit Facility, as amended, included: • An aggregate principal amount that the Company was able to borrow, repay and reborrow, of up to $45.0 million in the aggregate. • All amounts due and owing, including, but not limited to, accrued and unpaid principal and interest, were payable in full on December 31, 2020. • A borrowing base of up to the total of the following: (a) 85% of eligible domestic accounts receivable, plus (b) and 90% of eligible foreign accounts receivable, plus (c) the lesser of (i) 75% of the cost eligible inventory or (ii) 90% of the net orderly liquidation value of the inventory, plus (d) the amount of any unencumbered cash the Company holds at KeyBank, minus (e) $16.0 million subject to lender reserves. • Loans were based on a Base Rate or Eurodollar Rate (which was increased by an applicable margin of 2.9% per annum for Eurodollar Loans and 1.0% for Base Rate Loans) (both as defined in the KeyBank Credit Facility), generally at the Company’s option. In the event of a default, at the option of KeyBank, the interest rate on all obligations owing would have increased by 3% per annum over the rate otherwise applicable. • Subject to certain exceptions, the KeyBank Credit Facility was secured by a first priority perfected security interest in all of the Company’s assets and its domestic subsidiaries, which guaranteed the Company’s obligations under the KeyBank Credit Facility. The KeyBank Credit Facility was further secured by a lien on, and a pledge of, 65% of the stock of its wholly-owned subsidiary, S&W Holdings Australia Pty Ltd. In connection with the consummation of the Loan Agreement with CIBC described below, the Company terminated the KeyBank Credit Facility on December 26, 2019. In connection with such termination, the Company paid KeyBank approximately $5.9 million in aggregate principal, interest and fees that were outstanding and payable under the KeyBank Credit Facility at the time of its termination, and all liens on the assets of the Company and its subsidiaries guaranteeing such facility, together with such subsidiary guarantees, were released and terminated. On December 26, 2019, the Company entered into a Loan and Security Agreement, or the Loan Agreement, with CIBC, which originally provided for a $35.0 million credit facility, or the CIBC Credit Facility. The Loan Agreement was subsequently amended on September 22, 2020 and December 30, 2020. As amended, the Loan Agreement provides for a $25.0 million revolving credit facility, with an inventory sublimit of $12.5 million and an availability reserve of $7.5 million, which will further increase by $500 thousand on the last day of each month commencing November 1, 2020 until the total availability reserve reaches $10 million: The following is a summary of certain terms of the CIBC Credit Facility: • Advances under the CIBC Credit Facility are to be used: (i) to refinance indebtedness to KeyBank; (ii) to finance the Company’s ongoing working capital requirements; and (iii) for general corporate purposes. • All amounts due and owing, including, but not limited to, accrued and unpaid principal and interest due under the CIBC Credit Facility, will be payable in full on December 23, 2022. • The Credit Facility generally establishes a borrowing base of up to 85% of eligible domestic accounts receivable (90% of eligible foreign accounts receivable) plus up to the lesser of (i) 65% of eligible inventory, (ii) 85% of the appraised net orderly liquidation value of eligible inventory, and (iii) an eligible inventory sublimit as more fully set forth in the Loan Agreement, in each case, subject to lender reserves. • Loans may be based on (i) a Base Rate plus 1.0% per annum or (ii) LIBOR Rate plus 3.0% per annum, with a 1.0% LIBOR floor (both as defined in the Loan Agreement), generally at the Company’s option. In the event of a default, at the option of CIBC, the interest rate on all obligations owing will increase by 2% per annum over the rate otherwise applicable. • The CIBC Credit Facility is secured by a first priority perfected security interest in substantially all of the Borrowers’ assets (subject to certain exceptions), including intellectual property. • The Loan Agreement contains customary representations and warranties, affirmative and negative covenants and customary events of default that permit CIBC to accelerate the Company’s outstanding obligations under the Credit Facility, all as set forth in the Loan Agreement and related documents. The CIBC Credit Facility also contains customary and usual financial covenants imposed by CIBC. Pursuant to the September 2020 amendment to the Loan Agreement, CIBC agreed to suspend the Company’s financial covenant to maintain a fixed charge coverage ratio equal to or greater than 1.10 to 1.00 until the quarter ending March 31, 2021. Following the fiscal quarter ending March 31, 2021, the Company must maintain a fixed charge coverage equal to or greater than 1.15 to 1.00. Pursuant to the December 2020 amendment to the Loan Agreement, CIBC agreed to reduce the Company’s required minimum year-to-date EBITDA (as calculated in the Loan Agreement, as amended) to no less than negative $8.5 million for the six months ended December 31, 2020. This covenant will not apply for periods after December 31, 2020. As of December 31, 2020, the Company was in compliance with all CIBC debt covenants. As of December 31, 2020, there was approximately $7.7 million of unused availability on the CIBC Credit Facility. In November 2017, the Company entered into a secured note financing transaction, or the Loan Transaction, with Conterra Agricultural Capital, LLC ("Conterra") for $12.5 million in gross proceeds. Pursuant to the Loan Transaction, the Company issued a secured real estate note and a secured equipment note to Conterra. The secured equipment note was repaid in full on August 2018. The terms of the secured real estate note are as follows: • The secured real estate note was issued in the principal amount of $10.4 million, bears interest of 7.75 % per annum and is secured by a first priority security interest in the property, plant and fixtures located at the Company's Five Points, California and Nampa, Idaho production facilities and its Nampa, Idaho research facilities. On December 24, 2019, the Company signed an amendment to the Note that extended the maturity date to On August 15, 2018, the Company completed a sale and leaseback transaction with American AgCredit involving certain equipment located at the Company's Five Points, California and Nampa, Idaho production facilities. Due to its terms, the sale and leaseback transaction was required to be accounted for as a financing arrangement. Accordingly, the proceeds received from American AgCredit were accounted for as proceeds from a debt financing. Under the terms of the transaction: • The Company sold the equipment to American AgCredit for $2,106,395 million in proceeds. The proceeds were used to pay off in full a note (in the principal amount of $2,081,527, plus accrued interest of $24,868) held by Conterra Agricultural Capital, LLC, which had an interest rate of 9.5% per annum and was secured by, among other things, the equipment. • The Company entered into a lease agreement with American AgCredit relating to the equipment. The lease agreement has a five-year term and provides for monthly lease payments of $40,023 (representing an annual interest rate of 5.6%). At the end of the lease term, the Company will repurchase the equipment for $1. Australian Facilities At December 31, 2020, S&W Australia has debt facilities with National Australia Bank, or NAB, all of which are guaranteed by S&W Seed Company up to a maximum of AUD $15,000,000 (USD $11,584,500). In June 2020, S&W Australia executed documentation to consolidate the Pasture Genetics debt facility with NAB into its debt facilities with NAB. The documentation became effective in July 2020. The consolidated debt facilities with NAB provide for up to an aggregate of AUD $34,534,804 (USD $26,671,230) of credit as of December 31, 2020, and include the following: • S&W Australia finances the purchase of most of its seed inventory from growers pursuant to a seasonal credit facility comprised of two facility lines: (i) an Overdraft Facility having a credit limit of AUD $2,000,000 (USD $1,544,600 at December 31, 2020) and (ii) a Borrowing Base Line having a credit limit of AUD $26,000,000 (USD $20,079,800 at December 31, 2020). The seasonal credit facility expires on March 31, 2022. As of December 31, 2020, the Borrowing Base Line accrued interest on Australian dollar drawings at approximately 3.7% per annum calculated daily. The Overdraft Facility permits S&W Australia to borrow funds on a revolving line of credit up to the credit limit. Interest accrues daily and is calculated by applying the daily interest rate to the balance owing at the end of the day and is payable monthly in arrears. As of December 31, 2020, the Overdraft Facility accrued interest at approximately 5.47% per annum calculated daily. As of December 31, 2020, AUD $26,654,838 (USD $20,585,532) was outstanding under S&W Australia’s seasonal credit facility with NAB. The seasonal credit facility is secured by a fixed and floating lien over all the present and future rights, property, and undertakings of S&W Australia. • S&W Australia has a flexible rate loan, or the Term Loan, in the amount of AUD $4.5 million (USD $3,475,350 at December 31, 2020). Required annual principal payments of AUD $500,000 on the Term Loan commenced on November 30, 2020, with the remainder of any unpaid balance becoming due on March 31, 2025. Monthly interest amounts outstanding under the Term Loan will be payable in arrears at a floating rate quoted by NAB for the applicable pricing period, plus 2.6%. The Term Loan is secured by a lien on all the present and future rights, property, and undertakings of S&W Australia. • S&W Australia finances certain equipment purchases under a master asset finance facility with NAB. The master asset finance facility has various maturity dates through 2023 and have interest rates ranging from 3.47% to 5.31%. The credit limit under the facility is AUD $2,000,000 (USD $1,544,600) at December 31, 2020. As of December 31, 2020, AUD $487,626 (USD $376,595) was outstanding under S&W Australia’s master asset finance facility. • S&W Australia has a Keith Machinery and Equipment Facility for the machinery and equipment used in the operations of the Keith building. The Keith Machinery and Equipment Facility bears interest, payable in arrears, based on the Australian Trade Refinance Rate quoted by NAB at the time of the drawdown, plus 2.9%. As of December 31, 2020, AUD $34,804 (USD $26,879) was outstanding under the Keith Machinery and Equipment Facility. S&W Australia was in compliance with all debt covenants under the debt facilities with NAB at December 31, 2020. The annual maturities of short-term and long-term debt are as follows: Fiscal Year Amount Remaining in 2021 $ 668,691 2022 1,656,950 2023 10,083,340 2024 711,712 2025 2,376,030 Thereafter — Total $ 15,496,723 |
Foreign Currency Contracts
Foreign Currency Contracts | 6 Months Ended |
Dec. 31, 2020 | |
Foreign Currency [Abstract] | |
FOREIGN CURRENCY CONTRACTS | NOTE 10 - FOREIGN CURRENCY 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 manages through the use of foreign currency forward contracts. These foreign currency contracts are not designated as hedging instruments; accordingly, changes in the fair value are recorded in current period earnings. These foreign currency contracts had a notional value of $7,523,520 at December 31, 2020, with maturities ranging from January to April 2021. The Company records an asset or liability on the consolidated balance sheet for the fair value of the foreign currency forward contracts. The foreign currency contract assets totaled $471,537 at December 31, 2020 and foreign currency contract liabilities totaled $35,218 at June 30, 2020. The Company recorded a gain on foreign exchange contracts of $484,758 and $117,540, which is reflected in cost of revenue for the three months ended December 31, 2020 and 2019, respectively. The Company recorded a gain on foreign exchange contracts of $489,504 and a gain of $73,677, which is reflected in cost of revenue for the six months ended December 31, 2020 and 2019, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11 - COMMITMENTS AND CONTINGENCIES Contingencies Based on information currently available, management is not aware of any other matters that would have a material adverse effect on the Company's financial condition, results of operations or cash flows. Legal Matters The Company may be subject to various legal proceedings from time to time. The results of any future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors. Any current litigation is considered immaterial and counter claims have been assessed as remote. |
Equity-Based Compensation
Equity-Based Compensation | 6 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
EQUITY-BASED COMPENSATION | NOTE 12 - EQUITY-BASED COMPENSATION Equity Incentive Plans In October 2009 and January 2010, the Company's Board of Directors and stockholders, respectively, approved the 2009 Equity Incentive Plan, or as amended and/or restated from time to time, 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. In September 2015 and December 2015, 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 2,450,000 shares. In December 2018 and January 2019, the Company's Board of Directors and stockholders, respectively, approved the 2019 Equity Incentive Plan, or the 2019 Plan, as a successor to and continuation of the 2009 Plan. In October 2020 and December 2020, the Company’s Board of Directors and stockholders approved, respectively, the amendment to the 2019 Plan to increase the number of shares available for issues as grants and awards by 4,000,000 shares. Subject to adjustment for certain changes in the Company's capitalization, the aggregate number of shares of the Company's common stock that may be issued under the 2019 Plan, as amended, will not exceed 8,243,790 shares, which is the sum of (i) 4,000,000 new shares, (ii) 2,750,000 additional shares that were reserved as of the effective date of the 2019 Plan, (iii) 350,343 shares (the number of unallocated shares that were available for grant under the 2009 Plan as of January 16, 2019, the effective date of the 2019 Plan), plus (iv) 1,143,447 shares, which is the number of shares subject to outstanding stock awards granted under the 2009 Plan that on or after the effective date of the 2019 Plan may expire or terminate for any reason prior to exercise or settlement, are forfeited because of the failure to meet a contingency or condition required to vest such shares or otherwise return to us, or are reacquired, withheld or not issued to satisfy a tax withholding obligation in connection with an award or to satisfy the purchase price or exercise price of a stock award. The term of incentive stock options granted under the Company’s equity incentive plans 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 Company’s equity incentive plans 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 measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. 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. The Company amortizes stock-based compensation expense on a straight-line basis over the requisite service period. The Company utilizes 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 the Company's common stock to estimate the fair value of employee options grants. Weighted average assumptions used in the Black-Scholes-Merton model are set forth below: December 31, 2020 2019 Risk free rate 0.2% - 0.3% 1.5% - 1.6% Dividend yield 0 % 0 % Volatility 52.1% 39.4% - 44.2% Average forfeiture assumptions 2.3% 2.7 % During the six months ended December 31, 2020, the Company granted options to purchase 976,924 shares of its common stock to certain of its Directors, members of the executive management team and other employees at exercise prices ranging from $2.41 - $2.48 per share. These options vest in either quarterly or annual periods over one to three years, and expire ten years from the date of grant. A summary of stock option activity for the six months ended December 31, 2020 and the year ended June 30, 2020 is presented below: Number Outstanding Weighted - Average Exercise Price Per Share Weighted- Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at June 30, 2019 1,122,752 $ 3.55 8.0 $ 34,135 Granted 1,899,934 2.36 — — Exercised — — — — Canceled/forfeited/expired (146,792 ) 4.12 — — Outstanding at June 30, 2020 2,875,894 2.74 8.6 22,409 Granted 976,924 2.41 — — Exercised — — — — Canceled/forfeited/expired — — — — Outstanding at December 31, 2020 3,852,818 2.64 8.4 1,663,104 Options vested and exercisable at December 31, 2020 1,494,907 3.00 7.2 447,975 Options vested and expected to vest as of December 31, 2020 3,832,098 $ 2.64 8.4 $ 1,657,609 The weighted average grant date fair value of options granted and outstanding at December 31, 2020 was $1.00. At December 31, 2020, the Company had $1,851,818 of unrecognized stock compensation expense, net of estimated forfeitures, related to the options under the 2009 and 2019 Plans, which will be recognized over the weighted average remaining service period of 2.2 years. The Company settles employee stock option exercises with newly issued shares of common stock. During the six months ended December 31, 2020, the Company issued 281,206 restricted stock units to its directors, certain members of the executive management team, and other employees. The restricted stock units have varying vesting periods ranging from immediate vesting to quarterly or annual installments over one to three-years. The fair value of the awards granted during the six months ended December 31, 2020 and 2019 totaled $714,368 and $513,380, respectively, and was based on the closing stock price on the date of grants. The Company recorded $454,904 and $193,329 of stock-based compensation expense associated with grants of restricted stock units during the six months ended December 31, 2020 and 2019, respectively. A summary of activity related to non-vested restricted stock units is presented below: Number of Nonvested Restricted Stock Units Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Life (Years) Nonvested restricted units outstanding at June 30, 2019 157,204 $ 2.69 1.4 Granted 417,933 2.25 2.8 Vested (177,010 ) 2.45 — Forfeited (1,324 ) 2.83 — Nonvested restricted units outstanding at June 30, 2020 396,803 2.33 1.6 Granted 281,206 2.54 2.8 Vested (255,397 ) 2.27 — Forfeited — — — Nonvested restricted units outstanding at December 31, 2020 422,612 $ 2.51 1.6 At December 31, 2020, the Company had $951,621 of unrecognized stock compensation expense related to the restricted stock units, which will be recognized over the weighted average remaining service period of 1.6 years. At December 31, 2020, there were 3,596,959 shares available under the 2019 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, 2020 and 2019, totaled $561,216 and $309,767, respectively. Stock-based compensation expense recorded for stock options, restricted stock grants and restricted stock units for the six months ended December 31, 2020 and 2019, totaled $881,625 and $468,604, respectively. |
Equity
Equity | 6 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
EQUITY | NOTE 13 – EQUITY On September 23, 2020, the Company entered into an At Market Issuance Sales Agreement, or the ATM Agreement, with B. Riley Securities, Inc., or B Riley, under which the Company may offer and sell from time to time, at its sole discretion, shares of its common stock having an aggregate offering price of up to $14 million through B. Riley as its sales agent. The Company agreed to pay B. Riley a commission of 3.5% of the gross proceeds of the sales price per share of any common stock sold through B. Riley under the 2020 ATM Agreement. For the three months ended December 31, 2020, the Company received gross proceeds of approximately $1.5 million from the sale of 499,318 shares of its common stock pursuant to the ATM Agreement. As of December 31, 2020, the Company had $12.5 million remaining under the ATM Agreement. In December 2020, the Company’s shareholders approved the amendment to the Company’s Articles of Incorporation to increase the authorized number of shares of common stock from 50,000,000 shares to 75,000,000 shares. |
Non-Cash Activities for Stateme
Non-Cash Activities for Statements of Cash Flows | 6 Months Ended |
Dec. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
NON-CASH ACTIVITIES FOR STATEMENTS OF CASH FLOWS | NOTE 14 - NON-CASH ACTIVITIES FOR STATEMENTS OF CASH FLOWS The below table represents supplemental information to the Company's consolidated statements of cash flows for non-cash activities during the six months ended December 31, 2020 and 2019, respectively. Six Months Ended December 31, 2020 2019 Purchases of equipment classified as finance lease $ (454,146 ) $ (396,680 ) |
Paycheck Protection Program
Paycheck Protection Program | 6 Months Ended |
Dec. 31, 2020 | |
Extraordinary And Unusual Items [Abstract] | |
PAYCHECK PROTECTION PROGRAM | NOTE 15 – PAYCHECK PROTECTION PROGRAM In response to the COVID-19 pandemic, the Payment Protection Program, or PPP, was established under the Coronavirus Aid, Relief and Economic Security Act, or the CARES Act and administered by the U.S. Small Business Administration, or SBA. Companies who met the eligibility requirements set forth by the PPP could qualify for PPP loans. If the loan proceeds are fully utilized to pay qualified expenses, the full principal amount of the PPP loan, along with any accrued interest, may qualify for loan forgiveness, subject to potential reduction based on the level of full-time employees maintained by the organization. In April 2020, the Company received a loan of $1,958,600 under the PPP provided by CIBC. The loan bears interest at 1.0%, with principal and interest payments deferred for the first six months of the loan. After that, the loan and interest would be paid back over a period of 18 months, if the loan is not forgiven under the terms of the PPP. When it applied for the loan, the Company believed it would qualify to have the loan forgiven under the terms of the PPP, and therefore considered the loan to be substantively a conditional government grant. The Company has performed calculations for PPP loan forgiveness, and expects that the PPP loan will be forgiven in full because 1) the Company has, prior to June 30, 2020, utilized all of the proceeds for payroll and other qualified expenses and 2) the Company believes it will continue to comply with other terms and conditions necessary for forgiveness. As such, the Company has decided that the PPP loan should be accounted for as a government grant. As US GAAP does not contain guidance on the accounting for government grants, the Company is following the guidance in International Accounting Standards, or IAS, 20, Accounting for Government Grants and Disclosure of Government Assistance. Under the provisions of IAS 20, “a forgivable loan from government is treated as a government grant when there is reasonable assurance that the entity will meet the terms for forgiveness of the loan.” As discussed above, the Company believes there is reasonable assurance it will meet the terms of forgiveness. Under IAS 20, government grants are recognized in income as required activities are undertaken. As the Company believes that it completed the required activities by utilizing PPP proceeds for payroll and other qualified expenditures prior to June 30, 2020, it has recognized PPP grant income for the full amount of the PPP loan, $1,958,600, and no liability for the PPP loan is reflected in the consolidated balance sheet as of December 31, 2020 or June 30, 2020. In December 2020 the Company submitted an application to have the PPP loan forgiven. Although the Company believes it is probable that the PPP loan will be forgiven, the Company’s actions and information must be evaluated by the lender and SBA before forgiveness is formally granted. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16 - SUBSEQUENT EVENTS In January 2021, the Company completed the sale of the production facility located in Five Points, California. These assets were recorded as Assets Held for Sale on the consolidated balance sheet at December 31, 2020. The Company received gross proceeds of $2,250,000 from the sale and used $1,773,735 of the proceeds to pay-down the Secured Real Estate Note and $309,524 to pay-down the finance lease with American AgCredit. From January 1, 2021 through February 10, 2021, the Company received gross proceeds of approximately $3.3 million from the sale of 893,967 shares of its common stock pursuant to the ATM Agreement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | 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 no substantive equity contributions have been made to it, and Sorghum Solutions South Africa is being funded through advances, as needed, from its investors. The Company has concluded that it is the primary beneficiary of Sorghum Solutions South Africa because it has the power, through a tie-breaking vote on the board of directors, to direct the sales and marketing activities of Sorghum Solutions South Africa, which are considered to be the activities that have the greatest impact on the future economic performance of Sorghum Solutions South Africa. 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 $0.5 million of current assets (restricted) and $0.1 million of current liabilities (nonrecourse) for these entities in our consolidated balance sheet as of December 31, 2020. We have recorded a combined $1.3 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, 2020. |
Unaudited Interim Financial Information | 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, or 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 |
Use of Estimates | 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, 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. The COVID-19 pandemic and the efforts to contain it have, among other things, negatively impacted the global economy and created significant volatility and disruption of financial markets. In addition, the COVID-19 pandemic has significantly increased economic and demand uncertainty. The Company believes the estimates and assumptions underlying the accompanying consolidated financial statements are reasonable and supportable based on the information available at the time the financial statements were prepared. However, uncertainty over the impact COVID-19 will have on the global economy and the Company’s business in particular makes many of the estimates and assumptions reflected in these consolidated financial statements inherently less certain. Therefore, actual results may ultimately differ from those estimates to a greater degree than historically. |
Certain Risks and Concentrations | 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 29% and 27% of its revenue for the three months ended December 31, 2020 and 2019, respectively. One customer accounted for 21% and 41% of its revenue for the six months ended December 31, 2020 and 2019, respectively. Two customers accounted for 24% of the Company’s accounts receivable at December 31, 2020. One customer accounted for 21% of the Company’s accounts receivable at June 30, 2020. The Company sells a substantial portion of its products to international customers. Sales to international markets represented 55% and 51% of revenue during the three months ended December 31, 2020 and 2019, respectively. Sales to international markets represented 58% and 48% of revenue during the six months ended December 31, 2020 and 2019, respectively. The net book value of fixed assets located outside the United States was 17% and 17% of total fixed assets at December 31, 2020 and June 30, 2020, respectively. Cash balances located outside of the United States may not be insured and totaled $344,244 and $1,690,748 at December 31, 2020 and June 30, 2020, respectively. The following table shows revenue from external sources by destination country: Three Months Ended December 31, Six Months Ended December 31, 2020 2019 2020 2019 United States $ 6,738,493 45 % $ 6,098,755 49 % $ 12,100,270 42 % $ 12,803,301 52 % Australia 2,059,429 14 % 527,063 4 % 4,841,892 17 % 1,293,514 5 % Saudi Arabia 860,282 6 % 2,095,140 17 % 2,059,192 7 % 2,285,140 9 % Mexico 652,766 4 % 787,624 6 % 1,788,856 6 % 1,818,416 7 % Pakistan 1,292,105 9 % 464,537 4 % 1,597,195 6 % 1,243,467 5 % Argentina 1,183,752 8 % 137,405 1 % 1,183,667 4 % 137,405 1 % South Africa 312,819 2 % 343,997 3 % 976,894 3 % 458,444 2 % Peru 136,635 1 % — 0 % 635,669 2 % 65,534 0 % Sudan — 0 % — 0 % 484,645 2 % 823,128 3 % China 480,626 3 % 213,168 2 % 480,626 2 % 379,270 2 % Other 1,334,424 8 % 1,685,411 14 % 2,757,811 9 % 3,317,938 14 % Total $ 15,051,331 100 % $ 12,353,100 100 % $ 28,906,717 100 % $ 24,625,557 100 % |
Covid-19 Pandemic | Covid-19 Pandemic In addition to the foregoing, the Company is monitoring closely the impact of the COVID-19 pandemic on its business, including its results of operations and financial condition, and has implemented measures designed to protect the health and safety of its employees while continuing its operations. In particular, the Company’s sales cycle is highly seasonal, and the majority of its sales season activities for the United States and Australia are typically concentrated between March and June of each year. The Company’s sales efforts also have historically involved significant in-person interaction with potential customers and distributors. Throughout the COVID-19 pandemic, many national, state and local governments in its target markets implemented various stay-at-home, shelter-in-place and other quarantine measures. As a result, the Company has shifted its sales activities to video conferencing and similar customer interaction models and continues to evaluate its sales approach, but the Company has found these alternative approaches to generally be less effective than in-person sales efforts. In addition, the Company’s product revenue is predicated on its ability to timely fulfill customer orders, which depends in large part upon the consistent availability and operation of shipping and distribution networks operated by third parties. Farmers typically have a limited window during which they can plant seed, and their buying decisions can be shaped by actual or perceived disruptions in the Company’s distribution and supply channels. If the Company’s customers delay or decrease their orders due to potential disruptions in its distribution and supply channels, this would adversely affect the Company’s product revenue. Given the level of uncertainty regarding the duration and broader impact of the COVID-19 pandemic, the Company is unable to fully assess the extent of its ongoing impact on the Company’s operations. The Company’s loan and security agreement with CIBC contains various operating and financial covenants (See Note 9). The COVID-19 pandemic creates risk in the Company’s ability to comply with these covenants, which could result in acceleration of its repayment obligations and foreclosure on its pledged assets. For example, the loan and security agreement with CIBC requires the Company to comply with a minimum fixed charge coverage ratio, tested on a trailing twelve month basis, and permits the Company to include capital raised, within 30 days after the end of any fiscal quarter, as a component of adjusted EBITDA (as defined in the agreement) for purposes of complying with this covenant. If the Company is unable to generate sufficient adjusted EBITDA to meet this covenant, the Company may need to raise additional equity prior to April 30, 2021 to maintain compliance as of March 31, 2021. To date, the Company has raised approximately $1.5 million in equity prior to December 31, 2020 and an additional $3.3 million |
International Operations | 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. |
Cost of Revenue | 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 | 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 | 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 $145,787 and $1,366,220 at December 31, 2020 and June 30, 2020, respectively. |
Inventories | 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 alfalfa seed 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. Components of inventory are: December 31, 2020 June 30, 2020 Raw materials and supplies $ 2,787,435 $ 1,227,185 Work in progress 14,487,896 4,395,503 Finished goods 54,715,538 58,260,250 $ 71,990,869 $ 63,882,938 |
Property, Plant and Equipment | 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 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, 20 years for customer relationships, 15 years for trade names, 15 years for license agreements and 16 years for other intangible assets. |
Goodwill | 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 is less than its carrying amount, including goodwill. If management concludes that it is more likely than not that the fair value 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 with its carrying amount, including goodwill. The Company uses market capitalization and an estimate of a control premium to estimate the fair value. If the fair value exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. If the carrying amount exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill. The Company acquired Pasture Genetics in February 2020, and recorded goodwill of $1,452,436 as part of this transaction. The Company performed a quantitative assessment of goodwill at June 30, 2020 on its one reporting unit and determined that goodwill was not impaired. See Note 7 for further information. |
Investment in Bioceres S.A | 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 December 31, 2020 and June 30, 2020, and the investment is included in Other Assets on the Consolidated Balance Sheet. This investment is accounted for in accordance with ASC 321, Investments – Equity Securities No adjustments for impairment or observable transactions were made for the three months or six months ended December 31, 2020 or December 31, 2019. |
Research and Development Costs | Research and Development Costs The Company is engaged in ongoing research and development, or 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 | 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, 2020 and December 31, 2019 has been affected by the valuation allowance on the Company’s deferred tax assets. |
Net Income (Loss) Per Common Share Data | Net Income (Loss) Per Common Share Data Basic net income (loss) per common share, or 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 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. Three Months Ended December 31, Six Months Ended December 31, 2020 2019 2020 2019 Numerator: Net loss attributable to S&W Seed Company $ (8,466,452 ) $ (6,664,857 ) $ (15,639,212 ) $ (11,590,347 ) Numerator for basis EPS (8,466,452 ) (6,664,857 ) (15,639,212 ) (11,590,347 ) Effect of dilutive securities: Warrants — — — — — — — — Numerator for diluted EPS $ (8,466,452 ) $ (6,664,857 ) $ (15,639,212 ) $ (11,590,347 ) Denominator: Denominator for basic EPS-weighted- average shares 33,547,868 33,301,578 33,498,952 33,294,344 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 33,547,868 33,301,578 33,498,952 33,294,344 Basic EPS $ (0.25 ) $ (0.20 ) $ (0.47 ) $ (0.35 ) Diluted EPS $ (0.25 ) $ (0.20 ) $ (0.47 ) $ (0.35 ) 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 for the three and six months ended December 31, 2020 and 2019. |
Impairment of Long-lived Assets | 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 4 and Note 7 for impairment discussion. |
Derivative Financial Instruments | 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 Values of 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 Dow Wheat Acquisition (see Note 7 below) were valued at fair value on a non-recurring basis as of August 15, 2019. The assets acquired and liabilities assumed in the PG Acquisition (see Note 6) were valued at fair value on a non-recurring basis as of February 24, 2020. 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, 2020 Using: Level 1 Level 2 Level 3 Foreign exchange contract asset $ — $ 471,537 $ — Contingent consideration obligations $ — $ — $ 5,258,591 Total $ — $ 471,537 $ 5,258,591 Fair Value Measurements as of June 30, 2020 Using: Level 1 Level 2 Level 3 Foreign exchange contract liability $ — $ 35,218 $ — Contingent consideration obligations $ — $ — $ 4,263,503 Total $ — $ 35,218 $ 4,263,503 |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Company adopted ASU 2018-15 effective July 1, 2020. The FASB issued authoritative guidance intended to address a customer’s accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. The Company adopted the ASU prospectively for the annual period beginning July 1, 2020. The adoption of this ASU had no impact on the Company’s consolidated statement of operations and consolidated statement of cash flows. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Revenues from External Customers by Country | The following table shows revenue from external sources by destination country: Three Months Ended December 31, Six Months Ended December 31, 2020 2019 2020 2019 United States $ 6,738,493 45 % $ 6,098,755 49 % $ 12,100,270 42 % $ 12,803,301 52 % Australia 2,059,429 14 % 527,063 4 % 4,841,892 17 % 1,293,514 5 % Saudi Arabia 860,282 6 % 2,095,140 17 % 2,059,192 7 % 2,285,140 9 % Mexico 652,766 4 % 787,624 6 % 1,788,856 6 % 1,818,416 7 % Pakistan 1,292,105 9 % 464,537 4 % 1,597,195 6 % 1,243,467 5 % Argentina 1,183,752 8 % 137,405 1 % 1,183,667 4 % 137,405 1 % South Africa 312,819 2 % 343,997 3 % 976,894 3 % 458,444 2 % Peru 136,635 1 % — 0 % 635,669 2 % 65,534 0 % Sudan — 0 % — 0 % 484,645 2 % 823,128 3 % China 480,626 3 % 213,168 2 % 480,626 2 % 379,270 2 % Other 1,334,424 8 % 1,685,411 14 % 2,757,811 9 % 3,317,938 14 % Total $ 15,051,331 100 % $ 12,353,100 100 % $ 28,906,717 100 % $ 24,625,557 100 % |
Components of Inventory | Components of inventory are: December 31, 2020 June 30, 2020 Raw materials and supplies $ 2,787,435 $ 1,227,185 Work in progress 14,487,896 4,395,503 Finished goods 54,715,538 58,260,250 $ 71,990,869 $ 63,882,938 |
Schedule of Calculation of Basic and Diluted EPS | The calculation of Basic and Diluted EPS is shown in the table below. Three Months Ended December 31, Six Months Ended December 31, 2020 2019 2020 2019 Numerator: Net loss attributable to S&W Seed Company $ (8,466,452 ) $ (6,664,857 ) $ (15,639,212 ) $ (11,590,347 ) Numerator for basis EPS (8,466,452 ) (6,664,857 ) (15,639,212 ) (11,590,347 ) Effect of dilutive securities: Warrants — — — — — — — — Numerator for diluted EPS $ (8,466,452 ) $ (6,664,857 ) $ (15,639,212 ) $ (11,590,347 ) Denominator: Denominator for basic EPS-weighted- average shares 33,547,868 33,301,578 33,498,952 33,294,344 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 33,547,868 33,301,578 33,498,952 33,294,344 Basic EPS $ (0.25 ) $ (0.20 ) $ (0.47 ) $ (0.35 ) Diluted EPS $ (0.25 ) $ (0.20 ) $ (0.47 ) $ (0.35 ) |
Schedule of Assets and Liabilities Recognized and Measured at Fair Value on Recurring Basis | 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, 2020 Using: Level 1 Level 2 Level 3 Foreign exchange contract asset $ — $ 471,537 $ — Contingent consideration obligations $ — $ — $ 5,258,591 Total $ — $ 471,537 $ 5,258,591 Fair Value Measurements as of June 30, 2020 Using: Level 1 Level 2 Level 3 Foreign exchange contract liability $ — $ 35,218 $ — Contingent consideration obligations $ — $ — $ 4,263,503 Total $ — $ 35,218 $ 4,263,503 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Lessee Disclosure [Abstract] | |
Summary of Components of Lease Assets and Liabilities | The components of lease assets and liabilities are as follows: Leases Balance Sheet Classification December 31, 2020 Assets: Right of use assets - operating leases Other assets $ 3,853,401 Right of use assets - finance leases Other assets 2,043,455 Accumulated amortization - finance leases Other assets (626,179 ) Right of use assets - finance leases, net Other assets 1,417,276 Total lease assets $ 5,270,677 Liabilities: Current portion of long-term debt, net Current portion of long-term debt, net 960,942 Current lease liabilities Accrued expenses and other current liabilities 1,219,734 Long-term debt, net Long-term debt, net 1,596,962 Long-term lease liabilities Other long-term liabilities 2,944,922 Total lease liabilities $ 6,722,560 |
Summary of Components of Lease Cost | The components of lease cost are as follows: Leases Income Statement Classification Three Months Ended December 31, 2020 Six Months Ended December 31, 2020 Operating lease cost Cost of revenue $ 80,293 $ 159,596 Operating lease cost Selling, general and administrative expenses 199,235 410,905 Operating lease cost Research and development expenses 52,074 104,225 Finance lease cost Depreciation and amortization 231,650 441,956 Total lease costs $ 563,252 $ 1,116,682 |
Summary of Maturities of Lease Liabilities | Maturities of lease liabilities as of December 31, 2020 are as follows: Operating Leases Finance Leases Remainder of 2021 $ 852,952 $ 571,026 2022 1,278,708 1,071,355 2023 843,253 944,209 2024 762,232 261,194 2025 405,339 29,314 After 2025 513,016 — Total lease payments 4,655,500 2,877,098 Less: Interest (490,844 ) (319,194 ) Present value of lease liabilities $ 4,164,656 $ 2,557,904 |
Summary of Weighted Average Assumptions on Lease Term and Discount Rate and Supplemental Cash Flow Information Related to Leases | The following are the weighted average assumptions used for lease term and discount rate and supplemental cash flow information related to leases as of December 31, 2020: Operating lease remaining lease term 4.3 years Operating lease discount rate 4.44 % Finance lease remaining lease term 2.6 years Finance lease discount rate 5.51 % Cash paid for operating leases $ 532,510 Cash paid for finance leases $ 548,957 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Revenues [Abstract] | |
Schedule of disaggregation of revenues | The following table disaggregates the Company’s revenue by type of contract: Three Months Ended December 31, Six Months Ended December 31, 2020 2019 2020 2019 Pioneer product sales $ 4,069,433 $ 3,144,106 $ 5,699,955 $ 6,407,122 Other product sales 10,408,743 8,908,371 22,271,496 17,536,548 Services 573,155 300,623 935,266 681,887 $ 15,051,331 $ 12,353,100 $ 28,906,717 $ 24,625,557 |
Business Combinations (Tables)
Business Combinations (Tables) - Pasture Genetics | 6 Months Ended |
Dec. 31, 2020 | |
Business Acquisition [Line Items] | |
Schedule of Purchase Price Allocation | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date of February 24, 2020: February 24, 2020 (as reported) Measurement Period Adjustments February 24, 2020 (as adjusted) Cash and cash equivalents $ 25,027 $ — $ 25,027 Accounts receivable 3,406,169 94,749 3,500,918 Inventories 6,145,876 (74,473 ) 6,071,403 Prepaid expenses and other current assets 191,536 13,625 205,161 Property, plant and equipment 993,525 — 993,525 Right of use assets — 365,033 365,033 Trade names 428,590 (26,375 ) 402,215 Customer relationships 4,351,840 791,244 5,143,084 Goodwill 2,555,175 (1,102,739 ) 1,452,436 Accounts payable (4,254,043 ) 219,932 (4,034,111 ) Current liabilities (1,452,984 ) 159,865 (1,293,119 ) Vehicle loans (544,608 ) - (544,608 ) Finance leases assumed - (365,033 ) (365,033 ) Other noncurrent liabilities (16,399 ) - (16,399 ) Total acquisition cost allocated $ 11,829,704 $ 75,828 $ (11,905,532 ) |
Fair Value of Consideration Transferred | The acquisition-date fair value of the consideration transferred consisted of the following: February 24, 2020 (as reported) Measurement Period Adjustments February 24, 2020 (as adjusted) Cash paid at closing $ 7,497,645 $ — $ 7,497,645 Contingent earn-out 4,332,059 75,828 4,407,887 Total purchase price $ 11,829,704 $ 75,828 $ 11,905,532 |
Useful Lives of Acquired Intangibles in business Combination | The values and useful lives of the acquired intangibles are as follows: Estimated Useful Life (Years) Estimated Fair Value Trade names 5 $ 402,215 Customer relationships 20 5,143,084 Total identifiable intangible assets $ 5,545,299 |
Business Acquisition, Pro Forma Information | The following unaudited pro forma financial information presents results as if the Acquisition occurred on July 1, 2019. Six Months Ended December 31, 2019 Revenue $ 29,948,224 Net loss $ (12,092,329 ) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Activity of Goodwill | The following table summarizes the activity of goodwill for the six months ended December 31, 2020 and the year ended June 30, 2020, respectively. Balance at July 1, 2020 Additions Impairment Currency Translation Adjustment Balance at December 31, 2020 Goodwill $ 1,508,675 $ — $ — $ 192,521 $ 1,701,196 Balance at July 1, 2019 Additions Impairment Currency Translation Adjustment Balance at June 30, 2020 Goodwill $ — $ 1,452,436 $ — $ 56,239 $ 1,508,675 |
Schedule of Intangible Assets | Intangible assets consist of the following: Balance at July 1, 2020 Additions Impairment Amortization Currency Translation Adjustment Balance at December 31, 2020 Trade name $ 1,479,278 $ — $ — $ (102,269 ) $ 47,857 $ 1,424,866 Customer relationships 6,187,086 — — (184,005 ) 658,986 6,662,067 Non-compete 21,312 — — (8,402 ) — 12,910 GI customer list 57,310 — — (3,582 ) — 53,728 Supply agreement 926,507 — — (37,817 ) — 888,690 Grower relationships 1,542,393 — — (52,702 ) — 1,489,691 Intellectual property 25,415,665 — — (685,408 ) — 24,730,257 In process research and development 380,000 — — — — 380,000 License agreement 2,300,059 — — (85,714 ) 287,688 2,502,033 Internal use software 474,448 — — (33,889 ) — 440,559 $ 38,784,058 $ — $ — $ (1,193,788 ) $ 994,531 $ 38,584,801 Balance at July 1, 2019 Additions Impairment Amortization Currency Translation Adjustment Balance at June 30, 2020 Trade name $ 1,205,346 $ 402,215 $ — $ (139,999 ) $ 11,716 $ 1,479,278 Customer relationships 1,055,747 5,143,084 — (202,197 ) 190,452 6,187,086 Non-compete 30,267 — — (8,955 ) — 21,312 GI customer list 64,475 — — (7,165 ) — 57,310 Distribution agreement 1,002,154 — — (75,647 ) — 926,507 Grower relationships 1,647,800 — — (105,407 ) — 1,542,393 Intellectual property 26,786,468 — — (1,370,803 ) — 25,415,665 In process research and development 380,000 — — — — 380,000 License agreement — 2,400,863 — (135,295 ) 34,491 2,300,059 Internal use software 542,227 — — (67,779 ) — 474,448 $ 32,714,484 $ 7,946,162 $ — $ (2,113,247 ) $ 236,659 $ 38,784,058 |
Intangible Assets (Future Amortization) | Estimated aggregate remaining amortization is as follows: 2021 2022 2023 2024 2025 Thereafter Amortization expense $ 1,404,762 $ 2,355,237 $ 2,277,497 $ 2,254,962 $ 2,242,563 $ 28,049,780 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Components of Property, Plant and Equipment | Components of property, plant and equipment were as follows: December 31, 2020 June 30, 2020 Land and improvements $ 2,309,495 $ 2,157,663 Buildings and improvements 8,073,677 10,014,879 Machinery and equipment 13,445,932 13,550,413 Vehicles 1,263,976 2,087,634 Leasehold improvements 552,810 552,810 Construction in progress 48,653 71,316 Total property, plant and equipment 25,694,543 28,434,715 Less: accumulated depreciation (7,336,612 ) (7,940,403 ) Property, plant and equipment, net $ 18,357,931 $ 20,494,312 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Total Debt Outstanding | Total debt outstanding is presented on the consolidated balance sheet as follows: December 31, 2020 June 30, 2020 Working capital lines of credit CIBC $ 15,403,491 $ 11,205,664 National Australia Bank Limited 20,585,532 16,437,600 Debt issuance costs (481,952 ) (660,000 ) Total working capital lines of credit, net $ 35,507,071 $ 26,983,264 Current portion of long-term debt Finance lease $ 960,942 $ 809,632 Debt issuance costs (6,636 ) $ (8,154 ) Term loan - National Australia Bank Limited 386,150 342,450 Machinery & equipment loans - National Australia Bank Limited 145,449 272,997 Vehicle loans - Toyota Finance — 200,779 Secured real estate note - Conterra 210,216 202,374 Debt issuance costs (39,556 ) (39,556 ) Total current portion, net 1,656,565 1,780,522 Long-term debt, less current portion Finance lease 1,596,962 1,642,975 Debt issuance costs (3,990 ) (6,923 ) Term loan - National Australia Bank Limited 3,089,200 3,082,050 Machinery & equipment loans - National Australia Bank Limited 258,025 396,404 Vehicle loans - Toyota Finance — 313,470 Secured real estate note - Conterra 8,849,779 8,956,885 Debt issuance costs (36,260 ) (56,038 ) Total long-term portion, net 13,753,716 14,328,823 Total debt, net $ 15,410,281 $ 16,109,345 |
Schedule of Annual Maturities of Short-Term and Long-Term Debt | The annual maturities of short-term and long-term debt are as follows: Fiscal Year Amount Remaining in 2021 $ 668,691 2022 1,656,950 2023 10,083,340 2024 711,712 2025 2,376,030 Thereafter — Total $ 15,496,723 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Summary of Activity Related to Non-Vested Restricted Stock Units | A summary of activity related to non-vested restricted stock units is presented below: Number of Nonvested Restricted Stock Units Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Life (Years) Nonvested restricted units outstanding at June 30, 2019 157,204 $ 2.69 1.4 Granted 417,933 2.25 2.8 Vested (177,010 ) 2.45 — Forfeited (1,324 ) 2.83 — Nonvested restricted units outstanding at June 30, 2020 396,803 2.33 1.6 Granted 281,206 2.54 2.8 Vested (255,397 ) 2.27 — Forfeited — — — Nonvested restricted units outstanding at December 31, 2020 422,612 $ 2.51 1.6 |
Stock Options | |
Schedule of Weighted Average Assumptions Used in Black-Scholes-Merton Model | Weighted average assumptions used in the Black-Scholes-Merton model are set forth below: December 31, 2020 2019 Risk free rate 0.2% - 0.3% 1.5% - 1.6% Dividend yield 0 % 0 % Volatility 52.1% 39.4% - 44.2% Average forfeiture assumptions 2.3% 2.7 % |
Summary of Stock Option Activity | A summary of stock option activity for the six months ended December 31, 2020 and the year ended June 30, 2020 is presented below: Number Outstanding Weighted - Average Exercise Price Per Share Weighted- Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at June 30, 2019 1,122,752 $ 3.55 8.0 $ 34,135 Granted 1,899,934 2.36 — — Exercised — — — — Canceled/forfeited/expired (146,792 ) 4.12 — — Outstanding at June 30, 2020 2,875,894 2.74 8.6 22,409 Granted 976,924 2.41 — — Exercised — — — — Canceled/forfeited/expired — — — — Outstanding at December 31, 2020 3,852,818 2.64 8.4 1,663,104 Options vested and exercisable at December 31, 2020 1,494,907 3.00 7.2 447,975 Options vested and expected to vest as of December 31, 2020 3,832,098 $ 2.64 8.4 $ 1,657,609 |
Non-Cash Activities for State_2
Non-Cash Activities for Statements of Cash Flows (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Consolidated Statements of Cash Flows for Non-Cash Activities | The below table represents supplemental information to the Company's consolidated statements of cash flows for non-cash activities during the six months ended December 31, 2020 and 2019, respectively. Six Months Ended December 31, 2020 2019 Purchases of equipment classified as finance lease $ (454,146 ) $ (396,680 ) |
Background and Organization - A
Background and Organization - Additional Information (Details) $ in Millions | 1 Months Ended | 6 Months Ended |
Aug. 30, 2019USD ($) | Dec. 31, 2020 | |
Minimum | ||
Background And Organizations [Line Items] | ||
Number of countries in which S&W operates | 40 | |
S&W Australia | ||
Background And Organizations [Line Items] | ||
One time license fee | $ 2.3 | |
Purchase price of equipment | $ 0.3 | |
License initial term | 15 years | |
Sorghum Solutions | Variable Interest Entity | ||
Background And Organizations [Line Items] | ||
Ownership percentage in variable interest entity | 51.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Feb. 29, 2020USD ($) | Dec. 31, 2020USD ($)Customer | Dec. 31, 2019USD ($)Customer | Dec. 31, 2020USD ($)CustomerReporting | Dec. 31, 2019USD ($)Customer | Jun. 30, 2020USD ($)Customer | Feb. 10, 2021USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||||||
Current assets (restricted) | $ 500,000 | $ 500,000 | $ 1,300,000 | ||||
Current liabilities (nonrecourse) | $ 100,000 | $ 100,000 | $ 200,000 | ||||
Net book value of fixed assets located outside the United States, percent of total | 17.00% | 17.00% | 17.00% | ||||
Cash balances located outside of the United States | $ 344,244 | $ 344,244 | $ 1,690,748 | ||||
Disclosure on Geographic Areas, Fixed Assets | The net book value of fixed assets located outside the United States was 17% and 17% of total fixed assets at December 31, 2020 and June 30, 2020, respectively. Cash balances located outside of the United States may not be insured and totaled $344,244 and $1,690,748 at December 31, 2020 and June 30, 2020, respectively. | ||||||
Allowance for doubtful trade receivables | 145,787 | $ 145,787 | 1,366,220 | ||||
Goodwill acquire transaction | $ 0 | 1,452,436 | |||||
Number of reporting units | Reporting | 1 | ||||||
Adjustments for impairment or observable transactions | $ 0 | $ 0 | $ 0 | $ 0 | |||
ASU 2018-15 | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Change in accounting principle, accounting standards update, adopted | true | true | |||||
Change in accounting principle, accounting standards update, adoption date | Jul. 1, 2020 | Jul. 1, 2020 | |||||
Change in accounting principle, accounting standards update, immaterial effect | true | true | |||||
Other Assets | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Carrying value of investment | $ 1,300,000 | $ 1,300,000 | $ 1,300,000 | ||||
Pasture Genetics | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Goodwill acquire transaction | $ 1,452,436 | ||||||
Minimum | Technology/IP | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Useful life | 10 years | ||||||
Minimum | Customer Relationships | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Useful life | 5 years | ||||||
Minimum | Trade Name | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Useful life | 5 years | ||||||
Minimum | Other Intangibles | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Useful life | 3 years | ||||||
Maximum | Technology/IP | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Useful life | 30 years | ||||||
Maximum | Customer Relationships | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Useful life | 20 years | ||||||
Maximum | Trade Name | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Useful life | 20 years | ||||||
Maximum | Other Intangibles | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Useful life | 20 years | ||||||
Weighted Average | Technology/IP | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Useful life | 26 years | ||||||
Weighted Average | Customer Relationships | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Useful life | 20 years | ||||||
Weighted Average | Trade Name | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Useful life | 15 years | ||||||
Weighted Average | Other Intangibles | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Useful life | 16 years | ||||||
Weighted Average | License Agreements | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Useful life | 15 years | ||||||
Building | Minimum | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Estimated useful lives | 5 years | ||||||
Building | Maximum | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Estimated useful lives | 35 years | ||||||
Machinery and Equipment | Minimum | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Estimated useful lives | 2 years | ||||||
Machinery and Equipment | Maximum | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Estimated useful lives | 20 years | ||||||
Vehicles | Minimum | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Estimated useful lives | 2 years | ||||||
Vehicles | Maximum | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Estimated useful lives | 5 years | ||||||
CIBC | Credit Facility | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Additional equity raised to meet covenant compliance | $ 1,500,000 | $ 1,500,000 | |||||
CIBC | Subsequent Event | Credit Facility | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Additional equity raised to meet covenant compliance | $ 3,300,000 | ||||||
Argentina | Maximum | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Ownership percentage in Bioceres, S.A. | 1.00% | 1.00% | |||||
Customer Concentration Risk | Revenue | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Number of customers | Customer | 1 | 1 | 1 | 1 | |||
Concentration risk, percentage | 29.00% | 27.00% | 21.00% | 41.00% | |||
Credit Concentration Risk | Accounts Receivable | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Number of customers | Customer | 2 | 1 | |||||
Concentration risk, percentage | 24.00% | 21.00% | |||||
Geographic Concentration Risk | Revenue | Non-US | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Concentration risk, percentage | 55.00% | 51.00% | 58.00% | 48.00% | |||
SeedVision | Variable Interest Entity | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Ownership percentage in variable interest entity | 50.10% | ||||||
Sorghum Solutions | Variable Interest Entity | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Ownership percentage in variable interest entity | 51.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Revenues from External Customers by Country (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenues from external customers | $ 15,051,331 | $ 12,353,100 | $ 28,906,717 | $ 24,625,557 |
Revenue from external customers by country, percentage | 100.00% | 100.00% | 100.00% | 100.00% |
United States | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues from external customers | $ 6,738,493 | $ 6,098,755 | $ 12,100,270 | $ 12,803,301 |
Revenue from external customers by country, percentage | 45.00% | 49.00% | 42.00% | 52.00% |
Australia | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues from external customers | $ 2,059,429 | $ 527,063 | $ 4,841,892 | $ 1,293,514 |
Revenue from external customers by country, percentage | 14.00% | 4.00% | 17.00% | 5.00% |
Saudi Arabia | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues from external customers | $ 860,282 | $ 2,095,140 | $ 2,059,192 | $ 2,285,140 |
Revenue from external customers by country, percentage | 6.00% | 17.00% | 7.00% | 9.00% |
Mexico | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues from external customers | $ 652,766 | $ 787,624 | $ 1,788,856 | $ 1,818,416 |
Revenue from external customers by country, percentage | 4.00% | 6.00% | 6.00% | 7.00% |
Pakistan | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues from external customers | $ 1,292,105 | $ 464,537 | $ 1,597,195 | $ 1,243,467 |
Revenue from external customers by country, percentage | 9.00% | 4.00% | 6.00% | 5.00% |
Argentina | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues from external customers | $ 1,183,752 | $ 137,405 | $ 1,183,667 | $ 137,405 |
Revenue from external customers by country, percentage | 8.00% | 1.00% | 4.00% | 1.00% |
South Africa | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues from external customers | $ 312,819 | $ 343,997 | $ 976,894 | $ 458,444 |
Revenue from external customers by country, percentage | 2.00% | 3.00% | 3.00% | 2.00% |
Peru | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues from external customers | $ 136,635 | $ 635,669 | $ 65,534 | |
Revenue from external customers by country, percentage | 1.00% | 0.00% | 2.00% | 0.00% |
Sudan | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues from external customers | $ 484,645 | $ 823,128 | ||
Revenue from external customers by country, percentage | 0.00% | 0.00% | 2.00% | 3.00% |
China | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues from external customers | $ 480,626 | $ 213,168 | $ 480,626 | $ 379,270 |
Revenue from external customers by country, percentage | 3.00% | 2.00% | 2.00% | 2.00% |
Other | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues from external customers | $ 1,334,424 | $ 1,685,411 | $ 2,757,811 | $ 3,317,938 |
Revenue from external customers by country, percentage | 8.00% | 14.00% | 9.00% | 14.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Components of Inventory (Details) - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 2,787,435 | $ 1,227,185 |
Work in progress | 14,487,896 | 4,395,503 |
Finished goods | 54,715,538 | 58,260,250 |
Inventories | $ 71,990,869 | $ 63,882,938 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Calculation of Basic and Diluted EPS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | ||||
Net loss attributable to S&W Seed Company | $ (8,466,452) | $ (6,664,857) | $ (15,639,212) | $ (11,590,347) |
Numerator for basis EPS | (8,466,452) | (6,664,857) | (15,639,212) | (11,590,347) |
Effect of dilutive securities: | ||||
Warrants | 0 | 0 | 0 | 0 |
Total effect of dilutive securities: | 0 | 0 | 0 | 0 |
Numerator for diluted EPS | $ (8,466,452) | $ (6,664,857) | $ (15,639,212) | $ (11,590,347) |
Denominator: | ||||
Denominator for basic EPS-weighted- average shares | 33,547,868 | 33,301,578 | 33,498,952 | 33,294,344 |
Effect of dilutive securities: | ||||
Employee stock options | 0 | 0 | 0 | 0 |
Employee restricted stock units | 0 | 0 | 0 | 0 |
Warrants | 0 | 0 | 0 | 0 |
Dilutive potential common shares | 0 | 0 | 0 | 0 |
Denominator for diluted EPS - adjusted weighted average shares and assumed conversions | 33,547,868 | 33,301,578 | 33,498,952 | 33,294,344 |
Basic EPS | $ (0.25) | $ (0.20) | $ (0.47) | $ (0.35) |
Diluted EPS | $ (0.25) | $ (0.20) | $ (0.47) | $ (0.35) |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Assets and Liabilities Recognized and Measured at Fair Value on Recurring Basis (Details) - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 |
Level 1 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Foreign exchange contract asset | $ 0 | |
Foreign exchange contract liability | $ 0 | |
Contingent consideration obligations | 0 | 0 |
Total | 0 | 0 |
Level 2 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Foreign exchange contract asset | 471,537 | |
Foreign exchange contract liability | 35,218 | |
Contingent consideration obligations | 0 | 0 |
Total | 471,537 | 35,218 |
Level 3 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Foreign exchange contract asset | 0 | |
Foreign exchange contract liability | 0 | |
Contingent consideration obligations | 5,258,591 | 4,263,503 |
Total | $ 5,258,591 | $ 4,263,503 |
Leases - Additional Information
Leases - Additional Information (Details) | 6 Months Ended |
Dec. 31, 2020 | |
Operating And Finance Lease [Line Items] | |
Lessee, operating lease, option to extend, description | If the lease includes one or more options to extend the term of the lease, the renewal option is considered in the lease term if it is reasonably certain the Company will exercise the option(s). Operating lease expense is recognized on a straight-line basis over the term of the lease. |
Lessee, operating lease, option to extend | true |
Maximum | |
Operating And Finance Lease [Line Items] | |
Lease agreements term | 1 year |
Leases - Summary of Components
Leases - Summary of Components of Lease Assets and Liabilities (Details) - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 |
Lessee Disclosure [Abstract] | ||
Right of use assets - operating leases | $ 3,853,401 | |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssetsNoncurrent | |
Right of use assets - finance leases | $ 2,043,455 | |
Accumulated amortization - finance leases | (626,179) | |
Right of use assets - finance leases, net | $ 1,417,276 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssetsNoncurrent | |
Total lease assets | $ 5,270,677 | |
Current portion of long-term debt, net | $ 960,942 | $ 809,632 |
Finance Lease, Liability, Current Statement of Financial Position [Extensible List] | us-gaap:LongTermDebtAndCapitalLeaseObligationsCurrent | |
Current lease liabilities | $ 1,219,734 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:OtherAccruedLiabilitiesCurrent | |
Long-term debt, net | $ 1,596,962 | $ 1,642,975 |
Finance Lease, Liability, Noncurrent Statement of Financial Position [Extensible List] | us-gaap:LongTermDebtAndCapitalLeaseObligations | |
Long-term lease liabilities | $ 2,944,922 | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesNoncurrent | |
Total lease liabilities | $ 6,722,560 |
Leases - Summary of Component_2
Leases - Summary of Components of Lease Cost (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Dec. 31, 2020 | |
Lessee Lease Description [Line Items] | ||
Total lease costs | $ 563,252 | $ 1,116,682 |
Cost of Revenue | ||
Lessee Lease Description [Line Items] | ||
Operating lease cost | 80,293 | 159,596 |
Selling, General and Administrative Expenses | ||
Lessee Lease Description [Line Items] | ||
Operating lease cost | 199,235 | 410,905 |
Research and Development Expenses | ||
Lessee Lease Description [Line Items] | ||
Operating lease cost | 52,074 | 104,225 |
Depreciation and Amortization | ||
Lessee Lease Description [Line Items] | ||
Finance lease cost | $ 231,650 | $ 441,956 |
Leases - Summary of Maturities
Leases - Summary of Maturities of Lease Liabilities (Details) | Dec. 31, 2020USD ($) |
Operating Leases | |
Remainder of 2021 | $ 852,952 |
2022 | 1,278,708 |
2023 | 843,253 |
2024 | 762,232 |
2025 | 405,339 |
After 2025 | 513,016 |
Total lease payments | 4,655,500 |
Less: Interest | (490,844) |
Present value of lease liabilities | 4,164,656 |
Finance Leases | |
Remainder of 2021 | 571,026 |
2022 | 1,071,355 |
2023 | 944,209 |
2024 | 261,194 |
2025 | 29,314 |
Total lease payments | 2,877,098 |
Less: Interest | (319,194) |
Present value of lease liabilities | $ 2,557,904 |
Leases - Summary of Weighted Av
Leases - Summary of Weighted Average Assumptions on Lease Term and Discount Rate and Supplemental Cash Flow Information Related to Leases (Details) | 6 Months Ended |
Dec. 31, 2020USD ($) | |
Lessee Disclosure [Abstract] | |
Operating lease remaining lease term | 4 years 3 months 18 days |
Operating lease discount rate | 4.44% |
Finance lease remaining lease term | 2 years 7 months 6 days |
Finance lease discount rate | 5.51% |
Cash paid for operating leases | $ 532,510 |
Cash paid for finance leases | $ 548,957 |
Pioneer Relationship - Addition
Pioneer Relationship - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2020 | Feb. 29, 2020 | Jan. 31, 2020 | Sep. 30, 2019 | May 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | |
Related Party Transaction [Line Items] | ||||||||||
Revenue | $ 15,051,331 | $ 12,353,100 | $ 28,906,717 | $ 24,625,557 | ||||||
Pioneer | Alfalfa Seeds | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Termination date | May 22, 2019 | |||||||||
Corteva and Pioneer | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Payments received from related parties | $ 3,750,000 | $ 5,550,000 | $ 5,550,000 | $ 5,550,000 | $ 45,000,000 | |||||
Quarterly payments receivable from related parties | 4,600,000 | $ 4,600,000 | ||||||||
Description of related party quarterly payments | Receive additional quarterly payments through February 2021 | |||||||||
Unbilled receivable at contract termination | $ 1,800,000 | $ 1,800,000 | ||||||||
Corteva and Pioneer | Alfalfa Seeds | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Revenue | $ 34,200,000 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 15,051,331 | $ 12,353,100 | $ 28,906,717 | $ 24,625,557 |
Pioneer product sales | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 4,069,433 | 3,144,106 | 5,699,955 | 6,407,122 |
Other product sales | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 10,408,743 | 8,908,371 | 22,271,496 | 17,536,548 |
Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 573,155 | $ 300,623 | $ 935,266 | $ 681,887 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | |
Revenue Recognition [Line Items] | ||||
Maximum term of payments for transfer goods and services | 1 year | |||
Unbilled receivables billing term | 3 months | |||
Bad debt expense | $ (67,614) | $ (32,180) | $ (36,018) | |
Revenue recognized | $ 5,700,000 | $ 5,700,000 | $ 9,100,000 | |
Minimum | ||||
Revenue Recognition [Line Items] | ||||
Term of customer invoice payment | 30 days | |||
Maximum | ||||
Revenue Recognition [Line Items] | ||||
Term of customer invoice payment | 120 days |
Business Combinations - Additio
Business Combinations - Additional Information (Details) $ in Millions | Feb. 24, 2020USD ($) | Feb. 24, 2020AUD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jun. 30, 2020USD ($) | Feb. 24, 2020AUD ($) | Jun. 30, 2019USD ($) |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 1,701,196 | $ 1,508,675 | $ 0 | ||||
Contingent consideration obligation | $ 5,258,591 | 4,263,503 | |||||
Pasture Genetics | |||||||
Business Acquisition [Line Items] | |||||||
Date of acquisition | Feb. 24, 2020 | Feb. 24, 2020 | |||||
Upfront cash payment | $ 7,500,000 | $ 11.4 | |||||
Potential earn-out payment date | Sep. 30, 2022 | Sep. 30, 2022 | |||||
Earn-out payment earnings multiplier | 7.5 | 7.5 | |||||
Earn-out payment base limit | $ 7,500,000 | $ 11.4 | |||||
Estimated fair value of accounts receivable acquired | 3,500,918 | ||||||
Business Combination, Acquired Receivables, Gross Contractual Amount | 3,610,566 | ||||||
Business Combination, Acquired Receivables, Estimated Uncollectible | 109,648 | ||||||
Goodwill | 1,452,436 | ||||||
Business Combination, Goodwill Recognized, Description | The estimated fair value of accounts receivable acquired was $3,500,918, with the gross contractual amount totaling $3,610,566, less $109,648 expected to be uncollectible. The current liabilities assumed primarily relate to grower payables as well as employee-related obligations. The excess of the purchase price over the fair value of the net assets acquired, amounting to $1,452,436, was recorded as goodwill on the consolidated balance sheet. The primary item that generated goodwill was the premium paid by the Company for the ability to manage the acquired business, the trained workforce and access to new the distribution channels. Goodwill is not amortized for financial reporting purposes but is amortized for tax purposes. | ||||||
Business combination contingent consideration additional amount | 5,300,000 | 8 | |||||
Contingent consideration obligation | 4,407,887 | $ 5,258,591 | |||||
Present value discount factor | 8.00% | ||||||
Net income volatility | 30.00% | ||||||
Amortization of acquired intangibles | $ 163,853 | ||||||
Pasture Genetics | Selling, General and Administrative Expenses | |||||||
Business Acquisition [Line Items] | |||||||
Acquisitions costs | $ 476,454 | ||||||
Pasture Genetics | Maximum | |||||||
Business Acquisition [Line Items] | |||||||
Potential earn-out payable | $ 5,300,000 | $ 8 | |||||
Percentage of earn-out to be paid in common stock | 50.00% | 50.00% |
Business Combinations (Purchase
Business Combinations (Purchase Price Allocation) (Details) - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 | Feb. 24, 2020 | Jun. 30, 2019 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 1,701,196 | $ 1,508,675 | $ 0 | |
Pasture Genetics | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 25,027 | |||
Accounts receivable | 3,500,918 | |||
Inventories | 6,071,403 | |||
Prepaid expenses and other current assets | 205,161 | |||
Property, plant and equipment | 993,525 | |||
Right of use assets | 365,033 | |||
Trade names | 402,215 | |||
Customer relationships | 5,143,084 | |||
Goodwill | 1,452,436 | |||
Accounts payable | (4,034,111) | |||
Current liabilities | (1,293,119) | |||
Vehicle loans | (544,608) | |||
Finance leases assumed | (365,033) | |||
Other noncurrent liabilities | (16,399) | |||
Total acquisition cost allocated | (11,905,532) | |||
Pasture Genetics | As Reported | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | 25,027 | |||
Accounts receivable | 3,406,169 | |||
Inventories | 6,145,876 | |||
Prepaid expenses and other current assets | 191,536 | |||
Property, plant and equipment | 993,525 | |||
Trade names | 428,590 | |||
Customer relationships | 4,351,840 | |||
Goodwill | 2,555,175 | |||
Accounts payable | (4,254,043) | |||
Current liabilities | (1,452,984) | |||
Vehicle loans | (544,608) | |||
Other noncurrent liabilities | (16,399) | |||
Total acquisition cost allocated | 11,829,704 | |||
Pasture Genetics | Measurement Period Adjustments | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable | 94,749 | |||
Inventories | (74,473) | |||
Prepaid expenses and other current assets | 13,625 | |||
Right of use assets | 365,033 | |||
Trade names | (26,375) | |||
Customer relationships | 791,244 | |||
Goodwill | (1,102,739) | |||
Accounts payable | 219,932 | |||
Current liabilities | 159,865 | |||
Finance leases assumed | (365,033) | |||
Total acquisition cost allocated | $ 75,828 |
Business Combinations (Fair Val
Business Combinations (Fair Value of Consideration Transferred) (Details) - Pasture Genetics | Feb. 24, 2020USD ($) |
Business Acquisition [Line Items] | |
Cash paid at closing | $ 7,497,645 |
Contingent earn-out | 4,407,887 |
Total purchase price | 11,905,532 |
As Reported | |
Business Acquisition [Line Items] | |
Cash paid at closing | 7,497,645 |
Contingent earn-out | 4,332,059 |
Total purchase price | 11,829,704 |
Measurement Period Adjustments | |
Business Acquisition [Line Items] | |
Contingent earn-out | 75,828 |
Total purchase price | $ 75,828 |
Business Combinations (Acquired
Business Combinations (Acquired Intangibles (Value and Useful Lives) (Details) - Pasture Genetics | Feb. 24, 2020USD ($) |
Trade names | |
Finite Lived Intangible Assets [Line Items] | |
Fair value of asset | $ 402,215 |
Estimated Useful Life (years) | 5 years |
Customer Relationships | |
Finite Lived Intangible Assets [Line Items] | |
Fair value of asset | $ 5,143,084 |
Estimated Useful Life (years) | 20 years |
Total identifiable intangible assets | |
Finite Lived Intangible Assets [Line Items] | |
Fair value of asset | $ 5,545,299 |
Business Combinations (Pro Form
Business Combinations (Pro Forma Financial Information) (Details) - Pasture Genetics | 6 Months Ended |
Dec. 31, 2019USD ($) | |
Business Acquisition [Line Items] | |
Revenue | $ 29,948,224 |
Net loss | $ (12,092,329) |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) | Aug. 15, 2019USD ($) | Feb. 29, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2020USD ($)Reporting | Dec. 31, 2019USD ($) | Jun. 30, 2020USD ($) |
Goodwill And Intangible Assets [Line Items] | |||||||
Goodwill acquire transaction | $ 0 | $ 1,452,436 | |||||
Number of reporting units | Reporting | 1 | ||||||
Amortization expense | $ 599,068 | $ 531,373 | $ 1,193,788 | $ 1,012,328 | 2,113,247 | ||
Purchase price allocated to license | 0 | 7,946,162 | |||||
License agreement | |||||||
Goodwill And Intangible Assets [Line Items] | |||||||
Amortization expense | 85,714 | 135,295 | |||||
Purchase price allocated to license | $ 0 | $ 2,400,863 | |||||
Wheat Assets Acquisition Program | Dow AgroScience | |||||||
Goodwill And Intangible Assets [Line Items] | |||||||
Effective date of wheat assets purchase agreement | Aug. 15, 2019 | ||||||
Prepaid license agreement term | 15 years | ||||||
License agreement renewal option | 5 years | ||||||
Purchase price, paid in cash | $ 2,600,000 | ||||||
Amortization of license agreement | 15 years | ||||||
Purchase price allocated to fixed assets | $ 200,000 | ||||||
Wheat Assets Acquisition Program | Dow AgroScience | License agreement | |||||||
Goodwill And Intangible Assets [Line Items] | |||||||
Purchase price allocated to license | $ 2,400,000 | ||||||
Wheat Assets Acquisition Program | Dow AgroScience | Minimum | |||||||
Goodwill And Intangible Assets [Line Items] | |||||||
Estimated useful lives | 3 years | ||||||
Wheat Assets Acquisition Program | Dow AgroScience | Maximum | |||||||
Goodwill And Intangible Assets [Line Items] | |||||||
Estimated useful lives | 5 years | ||||||
Pasture Genetics | |||||||
Goodwill And Intangible Assets [Line Items] | |||||||
Goodwill acquire transaction | $ 1,452,436 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Activity of Goodwill (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Goodwill, Beginning Balance | $ 1,508,675 | $ 0 |
Goodwill additions | 0 | 1,452,436 |
Goodwill Impairment | 0 | 0 |
Goodwill currency translation adjustment | 192,521 | 56,239 |
Goodwill, Ending Balance | $ 1,701,196 | $ 1,508,675 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | |
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | $ 38,784,058 | $ 32,714,484 | $ 32,714,484 | ||
Intangible addition | 0 | 7,946,162 | |||
Intangible Impairment | 0 | 0 | |||
Intangible amortization expense | $ (599,068) | $ (531,373) | (1,193,788) | (1,012,328) | (2,113,247) |
Intangible currency translation adjustment | 994,531 | 236,659 | |||
Intangible asset | 38,584,801 | 38,584,801 | 38,784,058 | ||
Trade Name | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | 1,479,278 | 1,205,346 | 1,205,346 | ||
Intangible addition | 0 | 402,215 | |||
Intangible Impairment | 0 | 0 | |||
Intangible amortization expense | (102,269) | (139,999) | |||
Intangible currency translation adjustment | 47,857 | 11,716 | |||
Intangible asset | 1,424,866 | 1,424,866 | 1,479,278 | ||
Customer Relationships | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | 6,187,086 | 1,055,747 | 1,055,747 | ||
Intangible addition | 0 | 5,143,084 | |||
Intangible Impairment | 0 | 0 | |||
Intangible amortization expense | (184,005) | (202,197) | |||
Intangible currency translation adjustment | 658,986 | 190,452 | |||
Intangible asset | 6,662,067 | 6,662,067 | 6,187,086 | ||
Non-compete | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | 21,312 | 30,267 | 30,267 | ||
Intangible addition | 0 | 0 | |||
Intangible Impairment | 0 | 0 | |||
Intangible amortization expense | (8,402) | (8,955) | |||
Intangible currency translation adjustment | 0 | 0 | |||
Intangible asset | 12,910 | 12,910 | 21,312 | ||
GI Customer list | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | 57,310 | 64,475 | 64,475 | ||
Intangible addition | 0 | 0 | |||
Intangible Impairment | 0 | 0 | |||
Intangible amortization expense | (3,582) | (7,165) | |||
Intangible currency translation adjustment | 0 | 0 | |||
Intangible asset | 53,728 | 53,728 | 57,310 | ||
Supply Agreement | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | 926,507 | ||||
Intangible addition | 0 | ||||
Intangible Impairment | 0 | ||||
Intangible amortization expense | (37,817) | ||||
Intangible currency translation adjustment | 0 | ||||
Intangible asset | 888,690 | 888,690 | 926,507 | ||
Distribution agreement | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | 926,507 | 1,002,154 | 1,002,154 | ||
Intangible addition | 0 | ||||
Intangible Impairment | 0 | ||||
Intangible amortization expense | (75,647) | ||||
Intangible currency translation adjustment | 0 | ||||
Intangible asset | 926,507 | ||||
Grower Relationships | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | 1,542,393 | 1,647,800 | 1,647,800 | ||
Intangible addition | 0 | 0 | |||
Intangible Impairment | 0 | 0 | |||
Intangible amortization expense | (52,702) | (105,407) | |||
Intangible currency translation adjustment | 0 | 0 | |||
Intangible asset | 1,489,691 | 1,489,691 | 1,542,393 | ||
Intellectual Property | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | 25,415,665 | 26,786,468 | 26,786,468 | ||
Intangible addition | 0 | 0 | |||
Intangible Impairment | 0 | 0 | |||
Intangible amortization expense | (685,408) | (1,370,803) | |||
Intangible currency translation adjustment | 0 | 0 | |||
Intangible asset | 24,730,257 | 24,730,257 | 25,415,665 | ||
In-process research and development | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | 380,000 | 380,000 | 380,000 | ||
Intangible addition | 0 | 0 | |||
Intangible Impairment | 0 | 0 | |||
Intangible amortization expense | 0 | 0 | |||
Intangible currency translation adjustment | 0 | 0 | |||
Intangible asset | 380,000 | 380,000 | 380,000 | ||
License agreement | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | 2,300,059 | 0 | 0 | ||
Intangible addition | 0 | 2,400,863 | |||
Intangible Impairment | 0 | 0 | |||
Intangible amortization expense | (85,714) | (135,295) | |||
Intangible currency translation adjustment | 287,688 | 34,491 | |||
Intangible asset | 2,502,033 | 2,502,033 | 2,300,059 | ||
Internal use software | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | 474,448 | $ 542,227 | 542,227 | ||
Intangible addition | 0 | 0 | |||
Intangible Impairment | 0 | 0 | |||
Intangible amortization expense | (33,889) | (67,779) | |||
Intangible currency translation adjustment | 0 | 0 | |||
Intangible asset | $ 440,559 | $ 440,559 | $ 474,448 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Intangible Assets (Future Amortization) (Details) | Dec. 31, 2020USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2021 | $ 1,404,762 |
2022 | 2,355,237 |
2023 | 2,277,497 |
2024 | 2,254,962 |
2025 | 2,242,563 |
Thereafter | $ 28,049,780 |
Property, Plant and Equipment -
Property, Plant and Equipment - Components of Property, Plant and Equipment (Details) - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 25,694,543 | $ 28,434,715 |
Less: accumulated depreciation | (7,336,612) | (7,940,403) |
Property, plant and equipment, net | 18,357,931 | 20,494,312 |
Land and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 2,309,495 | 2,157,663 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 8,073,677 | 10,014,879 |
Machinery and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 13,445,932 | 13,550,413 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 1,263,976 | 2,087,634 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 552,810 | 552,810 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 48,653 | $ 71,316 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expense | $ 646,187 | $ 733,073 | $ 1,337,670 | $ 1,257,166 |
Debt - Schedule of Total Debt O
Debt - Schedule of Total Debt Outstanding (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2020 | |
Working capital lines of credit | ||
Total working capital lines of credit, net | $ 35,507,071 | $ 26,983,264 |
Debt issuance costs | (481,952) | (660,000) |
Current portion of long-term debt | ||
Finance lease, Current | 960,942 | 809,632 |
Debt issuance costs,Current | (6,636) | (8,154) |
Total current portion, net | 1,656,565 | 1,780,522 |
Long-term debt, less current portion | ||
Finance lease, Noncurrent | 1,596,962 | 1,642,975 |
Debt issuance costs, Noncurrent | (3,990) | (6,923) |
Total long-term portion, net | 13,753,716 | 14,328,823 |
Total debt, net | 15,410,281 | 16,109,345 |
CIBC | ||
Working capital lines of credit | ||
Total working capital lines of credit, net | 15,403,491 | 11,205,664 |
National Australia Bank | ||
Working capital lines of credit | ||
Total working capital lines of credit, net | 20,585,532 | 16,437,600 |
Term Loan Long Term Current | National Australia Bank | ||
Current portion of long-term debt | ||
Secured Debt, Current | 386,150 | 342,450 |
Machinery & Equipment Loans Long Term Current | National Australia Bank | ||
Current portion of long-term debt | ||
Secured Debt, Current | 145,449 | 272,997 |
Vehicle Loans Long Term Current | Toyota Finance | ||
Current portion of long-term debt | ||
Secured Debt, Current | 0 | 200,779 |
Conterra RE Short | ||
Current portion of long-term debt | ||
Debt issuance costs,Current | (39,556) | (39,556) |
Secured Debt, Current | 210,216 | 202,374 |
Term Loan Long Term Non Current | National Australia Bank | ||
Long-term debt, less current portion | ||
Secured Long-term Debt, Noncurrent | 3,089,200 | 3,082,050 |
Machinery And Equipment Loans Long Term Non Current | National Australia Bank | ||
Long-term debt, less current portion | ||
Secured Long-term Debt, Noncurrent | 258,025 | 396,404 |
Vehicle Loans Long Term Non Current | Toyota Finance | ||
Long-term debt, less current portion | ||
Secured Long-term Debt, Noncurrent | 0 | 313,470 |
Conterra RE Long | ||
Long-term debt, less current portion | ||
Secured Long-term Debt, Noncurrent | 8,849,779 | 8,956,885 |
Debt issuance costs, Noncurrent | $ (36,260) | $ (56,038) |
Debt - KeyBank Credit Facility
Debt - KeyBank Credit Facility - Additional Information (Details) - KeyBank - USD ($) | Dec. 26, 2019 | Sep. 30, 2015 | Dec. 31, 2020 |
Line Of Credit Facility [Line Items] | |||
Line of credit and security agreement month and year | 2015-09 | ||
Line of credit facility, maximum borrowing capacity | $ 45,000,000 | ||
Line of credit facility, description | An aggregate principal amount that the Company was able to borrow, repay and reborrow, of up to $45.0 million in the aggregate. | ||
Line of credit facility, borrowing capacity, description | A borrowing base of up to the total of the following: (a) 85% of eligible domestic accounts receivable, plus (b) and 90% of eligible foreign accounts receivable, plus (c) the lesser of (i) 75% of the cost eligible inventory or (ii) 90% of the net orderly liquidation value of the inventory, plus (d) the amount of any unencumbered cash the Company holds at KeyBank, minus (e) $16.0 million subject to lender reserves. | ||
Line of credit facility, termination date | Dec. 26, 2019 | ||
Repayments of line of credit facility | $ 5,900,000 | ||
Credit Facility | |||
Line Of Credit Facility [Line Items] | |||
Percentage of stock of foreign subsidiary collateralized for credit facility | 65.00% | ||
Eurodollar Rate | Credit Facility | |||
Line Of Credit Facility [Line Items] | |||
Basis spread on variable rate | 2.90% | ||
Base Rate | Credit Facility | |||
Line Of Credit Facility [Line Items] | |||
Basis spread on variable rate | 1.00% | ||
Event Of Default | Credit Facility | |||
Line Of Credit Facility [Line Items] | |||
Basis spread on variable rate | 3.00% | ||
Maximum | |||
Line Of Credit Facility [Line Items] | |||
Borrowing base in percentage based on eligible domestic accounts receivable | 85.00% | ||
Borrowing base in percentage based on eligible foreign accounts receivable | 90.00% | ||
Borrowing base in percentage based on cost eligible inventory | 75.00% | ||
Borrowing base in percentage based on liquidation value of the inventory, subject to lender reserves | 90.00% | ||
Borrowing base subject to lender reserves | $ 16,000,000 |
Debt - CIBC Credit Facility - A
Debt - CIBC Credit Facility - Additional Information (Details) - CIBC - USD ($) | Dec. 30, 2020 | Sep. 22, 2020 | Dec. 26, 2019 | Dec. 31, 2020 |
Line Of Credit Facility [Line Items] | ||||
Line of credit and security agreement date | Dec. 26, 2019 | |||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 | $ 25,000,000 | $ 35,000,000 | |
Debt instrument, prepayment term | All amounts due and owing, including, but not limited to, accrued and unpaid principal and interest due under the CIBC Credit Facility, will be payable in full on December 23, 2022. | |||
Line of credit facility, borrowing capacity, description | The Credit Facility generally establishes a borrowing base of up to 85% of eligible domestic accounts receivable (90% of eligible foreign accounts receivable) plus up to the lesser of (i) 65% of eligible inventory, (ii) 85% of the appraised net orderly liquidation value of eligible inventory, and (iii) an eligible inventory sublimit as more fully set forth in the Loan Agreement, in each case, subject to lender reserves. | |||
Line of credit facility, remaining borrowing capacity | $ 7,700,000 | |||
Maximum | ||||
Line Of Credit Facility [Line Items] | ||||
Borrowing base in percentage based on eligible domestic accounts receivable | 85.00% | |||
Borrowing base in percentage based on eligible foreign accounts receivable | 90.00% | |||
Borrowing base in percentage based on eligible inventory | 65.00% | |||
Borrowing base in percentage based on liquidation value of the inventory, subject to lender reserves | 85.00% | |||
Inventory | ||||
Line Of Credit Facility [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | 12,500,000 | 12,500,000 | ||
Credit Facility | ||||
Line Of Credit Facility [Line Items] | ||||
Line of credit facility availability reserve | 7,500,000 | 7,500,000 | ||
Increase in line of credit facility availability reserve each month | $ 500,000 | $ 500,000 | ||
Increase in line of credit facility availability reserve commencement date | Nov. 1, 2020 | Nov. 1, 2020 | ||
Expected maximum line of credit facility availability reserve | $ 10,000,000 | $ 10,000,000 | ||
Debt instrument covenant compliance to maintain minimum fixed charge coverage ratio until March 31, 2021 | 110.00% | |||
Debt instrument covenant compliance to maintain minimum fixed charge coverage ratio after March 31, 2021 | 115.00% | |||
Maximum amount to be maintain EBITDA under financial covenant | $ 8,500,000 | |||
Credit Facility | Base Rate | ||||
Line Of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 1.00% | |||
Credit Facility | LIBOR | ||||
Line Of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 3.00% | |||
Credit Facility | LIBOR Floor | ||||
Line Of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 1.00% | |||
Credit Facility | Event Of Default | ||||
Line Of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 2.00% |
Debt - Loan Transaction - Addit
Debt - Loan Transaction - Additional Information (Details) - Conterra - USD ($) | 1 Months Ended | 6 Months Ended |
Nov. 30, 2017 | Dec. 31, 2020 | |
Secured Promissory Notes | ||
Line Of Credit Facility [Line Items] | ||
Gross proceeds from issuance of long term debt | $ 12,500,000 | |
Secured Real Estate Note | ||
Line Of Credit Facility [Line Items] | ||
Debt instrument, principal amount | $ 10,400,000 | |
Debt instrument, maturity date | Nov. 30, 2022 | |
Debt instrument, maturity date, description | On December 24, 2019, the Company signed an amendment to the Note that extended the maturity date to November 30, 2022 | |
Debt instrument, interest rate | 7.75% | |
Debt instrument, prepayment term | Company may prepay the Secured Real Estate Note, in whole or in part, at any time. | |
Secured Real Estate Note | Debt Instrument, Redemption, Period One | ||
Line Of Credit Facility [Line Items] | ||
Debt instrument, combined payment | $ 515,711 | |
Debt instrument, payment starting date | Jan. 1, 2020 | |
Secured Real Estate Note | Debt Instrument, Redemption, Period Two | ||
Line Of Credit Facility [Line Items] | ||
Debt instrument, combined payment | $ 454,185 | |
Debt instrument, payment starting date | Jul. 1, 2020 | |
Debt instrument, frequency of periodic payment of interest | five consecutive semi-annual principal and interest payments | |
Secured Real Estate Note | Debt Instrument, Redemption, Period Three | ||
Line Of Credit Facility [Line Items] | ||
Debt instrument, combined payment | $ 8,957,095 | |
Debt instrument, payment starting date | Nov. 30, 2022 | |
Debt instrument, frequency of periodic payment of interest | one-time final payment |
Debt - Additional Information (
Debt - Additional Information (Details) | Aug. 15, 2018USD ($)Point |
American AgCredit | |
Line Of Credit Facility [Line Items] | |
Number of sale and leaseback equipment points completed | Point | 5 |
Proceeds from sale of equipment | $ 2,106,395 |
Lease term | 5 years |
Monthly lease payments under lease agreement | $ 40,023 |
Annual interest rate under lease agreement | 5.60% |
Repurchase value of lease asset at end of lease term | $ 1 |
Conterra Agricultural Capital, LLC | |
Line Of Credit Facility [Line Items] | |
Repayment of debt principal amount | $ 2,081,527 |
Debt Instrument, stated interest rate, percentage | 9.50% |
Payment of outstanding interest on borrowings | $ 24,868 |
Debt - NAB Facilities - Additio
Debt - NAB Facilities - Additional Information (Details) | Nov. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020AUD ($) |
Term Loan | |||
Line Of Credit Facility [Line Items] | |||
Line of credit facility, termination date | Mar. 31, 2025 | ||
Facility outstanding amount | $ 3,475,350 | $ 4,500,000 | |
Line of credit facility, Principal payments | $ 500,000 | ||
Line of credit facility principal payment start date | Nov. 30, 2020 | ||
Line of credit facility, floating interest rate during period | 2.60% | ||
Line of credit facility, interest rate description | Monthly interest amounts outstanding under the Term Loan will be payable in arrears at a floating rate quoted by NAB for the applicable pricing period, plus 2.6% | ||
Master Asset Finance Facility | |||
Line Of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 1,544,600 | 2,000,000 | |
Facility outstanding amount | $ 376,595 | 487,626 | |
Debt instrument maturity year | 2023 | ||
Master Asset Finance Facility | Minimum | |||
Line Of Credit Facility [Line Items] | |||
Interest rate | 3.47% | ||
Master Asset Finance Facility | Maximum | |||
Line Of Credit Facility [Line Items] | |||
Interest rate | 5.31% | ||
Keith Machinery and Equipment Facility | |||
Line Of Credit Facility [Line Items] | |||
Facility outstanding amount | $ 26,879 | $ 34,804 | |
Interest payable on facility above Australian trade refinance rate quote | 2.90% | 2.90% | |
National Australia Bank | |||
Line Of Credit Facility [Line Items] | |||
Debt guaranteed value | $ 11,584,500 | $ 15,000,000 | |
NAB Facility | |||
Line Of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 26,671,230 | 34,534,804 | |
Line of credit facility, termination date | Mar. 31, 2022 | ||
Facility outstanding amount | $ 20,585,532 | 26,654,838 | |
NAB Facility | Overdraft Facility | |||
Line Of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 1,544,600 | $ 2,000,000 | |
Line of credit facility interest accrued | 5.47% | 5.47% | |
NAB Facility | Borrowing Base Line | |||
Line Of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 20,079,800 | $ 26,000,000 | |
Line of credit facility interest accrued | 3.70% | 3.70% |
Debt - Schedule of Annual Matur
Debt - Schedule of Annual Maturities of Short-Term and Long-Term Debt (Details) | Dec. 31, 2020USD ($) |
Debt Disclosure [Abstract] | |
Remaining in 2021 | $ 668,691 |
2022 | 1,656,950 |
2023 | 10,083,340 |
2024 | 711,712 |
2025 | 2,376,030 |
Total | $ 15,496,723 |
Foreign Currency Contracts - Ad
Foreign Currency Contracts - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | |
Foreign Currency Contracts [Line Items] | |||||
Foreign exchange contract liability | $ 35,218 | ||||
Foreign exchange contract assets | $ 471,537 | $ 471,537 | |||
Minimum | |||||
Foreign Currency Contracts [Line Items] | |||||
Foreign currency maturity term | 2020-01 | ||||
Maximum | |||||
Foreign Currency Contracts [Line Items] | |||||
Foreign currency maturity term | 2021-04 | ||||
Foreign Currency Forward Contracts | |||||
Foreign Currency Contracts [Line Items] | |||||
Foreign currency forward contracts, notional value | 7,523,520 | $ 7,523,520 | |||
Gain on foreign exchange contracts | $ 484,758 | $ 117,540 | $ 489,504 | $ 73,677 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Jan. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | Oct. 31, 2020 | Jan. 16, 2019 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Oct. 31, 2012 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Options granted | 976,924 | |||||||||||||
Exercise price, lower range limit | $ 2.41 | |||||||||||||
Exercise price, upper range Limit | $ 2.48 | |||||||||||||
Stock-based compensation | $ 561,216 | $ 309,767 | $ 881,625 | $ 468,604 | ||||||||||
Stock Options | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Stock options, term | 10 years | |||||||||||||
Restricted Stock Units | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Stock-based compensation, total compensation cost not yet recognized, period for recognition | 1 year 7 months 6 days | |||||||||||||
Number of restricted stock units issued | 281,206 | 417,933 | ||||||||||||
Fair value of awards granted | $ 714,368 | 513,380 | ||||||||||||
Stock-based compensation | 454,904 | $ 193,329 | ||||||||||||
Unrecognized stock compensation expense related to restricted stock grants | $ 951,621 | $ 951,621 | ||||||||||||
Maximum | Stock Options | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Vesting period | 3 years | |||||||||||||
Maximum | Restricted Stock Units | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Vesting period | 3 years | |||||||||||||
Minimum | Stock Options | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Vesting period | 1 year | |||||||||||||
Minimum | Restricted Stock Units | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Vesting period | 1 year | |||||||||||||
2009 Plan | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Number of shares available for issuance of grants | 350,343 | 2,450,000 | 2,450,000 | 1,700,000 | 1,700,000 | 1,250,000 | 1,250,000 | |||||||
Options granted | 1,143,447 | |||||||||||||
2009 Plan | Maximum | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Stock options, term | 10 years | |||||||||||||
2009 Plan | Minimum | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Stock options, term | 5 years | |||||||||||||
Voting stock, percentage | 10.00% | |||||||||||||
Fair market value of common stock, percentage | 110.00% | |||||||||||||
2019 Plan | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Number of shares available for issuance of grants | 2,750,000 | 4,000,000 | 4,000,000 | 4,000,000 | ||||||||||
Number of shares reserved for issuance under the plan | 8,243,790 | |||||||||||||
Number of new shares | 4,000,000 | |||||||||||||
Number of shares available for future issuance of grants and awards | 3,596,959 | 3,596,959 | ||||||||||||
2009 and 2019 Plan | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Stock options granted and outstanding, weighted average grant date fair value | $ 1 | |||||||||||||
Unrecognized stock compensation expense, net of estimated forfeitures, related to options | $ 1,851,818 | $ 1,851,818 | ||||||||||||
Stock-based compensation, total compensation cost not yet recognized, period for recognition | 2 years 2 months 12 days |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Weighted Average Assumptions (Details) - Stock Options | 6 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk free rate, minimum | 0.20% | 1.50% |
Risk free rate, maximum | 0.30% | 1.60% |
Dividend yield | 0.00% | 0.00% |
Volatility | 52.10% | |
Volatility, minimum | 39.40% | |
Volatility, maximum | 44.20% | |
Average forfeiture assumptions | 2.30% | 2.70% |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Options, Outstanding as of beginning of period | 2,875,894 | 1,122,752 | |
Options, Granted | 976,924 | 1,899,934 | |
Options, Canceled/forfeited/expired | (146,792) | ||
Options, Outstanding as of end of period | 3,852,818 | 2,875,894 | 1,122,752 |
Options, vested and exercisable at end of period | 1,494,907 | ||
Options, vested and expected to vest | 3,832,098 | ||
Weighted-Average Exercise Prices, Outstanding as of beginning of period | $ 2.74 | $ 3.55 | |
Weighted-Average Exercise Prices, Granted | 2.41 | 2.36 | |
Weighted-Average Exercise Prices, Canceled/forfeited/expired | 4.12 | ||
Weighted-Average Exercise Prices, Outstanding as of end of period | 2.64 | $ 2.74 | $ 3.55 |
Weighted-Average Exercise Prices, vested and exercisable | 3 | ||
Weighted-Average Exercise Price, vested and expected to vest | $ 2.64 | ||
Options Outstanding, Weighted-Average Remaining Contractual Term (in years) | 8 years 4 months 24 days | 8 years 7 months 6 days | 8 years |
Weighted-Average Remaining Contractual Term (in years), vested and exercisable | 7 years 2 months 12 days | ||
Weighted-Average Remaining Contractual Term (in years), vested and expected to vest | 8 years 4 months 24 days | ||
Options, Outstanding, Aggregate Intrinsic Value | $ 1,663,104 | $ 22,409 | $ 34,135 |
Options, vested and exercisable, Aggregate Intrinsic Value | 447,975 | ||
Options, vested and expected to vest, Aggregate Intrinsic Value | $ 1,657,609 |
Equity-Based Compensation - S_2
Equity-Based Compensation - Summary of Activity Related to Non-Vested Restricted Stock Units (Details) - Restricted Stock Units - $ / shares | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Nonvested Restricted Stock Units Outstanding, Beginning | 396,803 | 157,204 | |
Number of Nonvested Restricted Stock Units, Granted | 281,206 | 417,933 | |
Number of Nonvested Restricted Stock Units, Vested | (255,397) | (177,010) | |
Number of Nonvested Restricted Stock Units, Forfeited | (1,324) | ||
Number of Nonvested Restricted Stock Units Outstanding, Ending | 422,612 | 396,803 | 157,204 |
Weighted-Average Grant Date Fair Value, Beginning | $ 2.33 | $ 2.69 | |
Weighted-Average Grant Date Fair Value, Granted | 2.54 | 2.25 | |
Weighted-Average Grant Date Fair Value, Vested | 2.27 | 2.45 | |
Weighted-Average Grant Date Fair Value, Forfeited | 2.83 | ||
Weighted-Average Grant Date Fair Value, Ending | $ 2.51 | $ 2.33 | $ 2.69 |
Weighted-Average Remaining Contractual Life (Years) | 1 year 7 months 6 days | 1 year 7 months 6 days | 1 year 4 months 24 days |
Weighted-Average Remaining Contractual Life (Years), Granted | 2 years 9 months 18 days | 2 years 9 months 18 days |
Equity - Additional Information
Equity - Additional Information (Details) - USD ($) $ in Millions | Sep. 23, 2020 | Dec. 31, 2020 | Dec. 01, 2020 | Jun. 30, 2020 |
Class Of Stock [Line Items] | ||||
Common stock, shares authorized | 75,000,000 | 75,000,000 | ||
ATM Agreement | B. Riley Securities, Inc | ||||
Class Of Stock [Line Items] | ||||
Maximum aggregate offering price of common stock by agent | $ 14 | |||
Percentage of commission on gross proceeds from sale of common stock through agent | 3.50% | |||
Gross proceeds from sale of common stock | $ 1.5 | |||
Number of common stock shares issued during the period | 499,318 | |||
Value of remaining common stock available to issue under agreement | $ 12.5 | |||
Common stock, shares authorized | 75,000,000 | 50,000,000 |
Non-Cash Activities for State_3
Non-Cash Activities for Statements of Cash Flows - Schedule of Consolidated Statements of Cash Flows for Non-Cash Activities (Details) - USD ($) | 6 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | ||
Purchases of equipment classified as finance lease | $ (454,146) | $ (396,680) |
Paycheck Protection Program - A
Paycheck Protection Program - Additional Information (Details) - PPP - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Apr. 30, 2020 | Dec. 31, 2020 | Jun. 30, 2020 | |
Unusual Or Infrequent Item [Line Items] | |||
Deferred period of loan principal and interest payments | 6 months | ||
Proceeds from loan | $ 1,958,600 | ||
Debt instrument, interest rate | 1.00% | ||
Loan and interest paid back period | 18 months | ||
PPP grant income | $ 1,958,600 | ||
PPP loan liability | $ 0 | $ 0 | |
Application submitted date for forgiven of loan | 2020-12 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event | 1 Months Ended | |
Feb. 10, 2021USD ($)shares | Jan. 31, 2021USD ($)Point | |
Subsequent Event [Line Items] | ||
Number of production points assets sold | Point | 5 | |
Gross proceeds from sale of assets held for sale | $ 2,250,000 | |
ATM Agreement | ||
Subsequent Event [Line Items] | ||
Gross proceeds from sale of common stock | $ 3,300,000 | |
Number of common stock shares issued during the period | shares | 893,967 | |
American AgCredit | ||
Subsequent Event [Line Items] | ||
Pay-down the finance lease | 309,524 | |
Conterra RE Short | ||
Subsequent Event [Line Items] | ||
Pay-down Secured Real Estate Note | $ 1,773,735 |