SANW S and W Seed Company

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 9, 2024

 

S&W SEED COMPANY

(Exact name of registrant as specified in Its charter)

Nevada	001-34719	27-1275784
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

2101 Ken Pratt Blvd, Suite 201 Longmont, CO		80501
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (720) 506-9191

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

 

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share	SANW	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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Item 2.02. Results of Operations and Financial Condition.

On February 14, 2024, S&W Seed Company (the "Company") issued a press release announcing financial results for the second quarter of fiscal year 2024 ended December 31, 2023. The text of the press release is furnished as Exhibit 99.1 to this current report on Form 8-K.

The information in this Item 2.02 and Exhibit 99.1 hereto shall not be deemed "filed" for the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Unless expressly incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, the information contained in this Item 2.02 and Exhibit 99.1 hereto shall not be incorporated by reference into any Company filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Board of Directors (the “Board”) of the Company appointed Vanessa Baughman as the Company’s Chief Financial Officer, effective February 12, 2024. Ms. Baughman, 54, had been serving as the Company’s Interim Chief Financial Officer and corporate Secretary since May 2023.

In connection with this appointment, the Company entered into an employment agreement with Ms. Baughman. Pursuant to the employment agreement, Ms. Baughman will receive an annual base salary of $330,000 and will be eligible to receive an annual performance bonus comprised of (i) a cash bonus with an initial target bonus percentage equal to 50% (up to a maximum of 75%) of her base salary (prorated for fiscal year 2024 from February 12, 2024); (ii) commencing with fiscal year 2025, a restricted stock unit award with an initial target value of $66,000 (up to a maximum of $132,000); and (iii) commencing with fiscal year 2025, a stock option award with an initial target value of $66,000 (up to a maximum of $132,000). Ms. Baughman is also entitled to reimbursement of certain business and travel expenses, and is eligible to participate in the Company’s employee benefit plans, policies and arrangements that are applicable to its other executive officers.

Ms. Baughman also was granted (i) a restricted stock unit award with a value of $66,000, with the number of shares subject to such award calculated by dividing the cash value of such award by the closing price of the Company’s common stock on February 12, 2024, and (ii) a stock option with a value of $66,000, with the number of shares subject to such award calculated by dividing the cash value of such award by the value of an option to purchase one share of the Company’s common stock on February 12, 2024 (determined by using the same Black-Scholes-Merton option pricing model as is utilized by the Company to estimate the fair value of employee option grants for financial accounting purposes), rounded down to the nearest whole share, with each award vesting quarterly over a three year period commencing on February 12, 2024.

Ms. Baughman’s employment agreement also provides for certain severance benefits, each subject to a requirement that Ms. Baughman provide the Company with a general release of claims in a termination agreement acceptable to the Company:

The Company had previously entered into its standard form of indemnification agreement with Ms. Baughman.

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There are no family relationships between Ms. Baughman and any of the Company’s current or former directors or executive officers. Ms. Baughman is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
99.1	Press Release of S&W Seed Company dated February 14, 2024, announcing financial results for the second quarter of fiscal year 2024 ended December 31, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

* This exhibit is furnished and shall not be deemed "filed" for purposes of the Exchange Act, as amended.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

	S&W SEED COMPANY
	By:	/s/ Mark Herrmann
		Mark Herrmann
		Chief Executive Officer
Date: February 14, 2024

 

 

 

 

 

 

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S&W Announces Second Quarter Fiscal 2024 Financial Results

 

LONGMONT, Colorado – February 14, 2024 – S&W Seed Company (Nasdaq: SANW) today announced financial results for the three months ended December 31, 2023.

Financial Highlights

Management Discussion

“We continued to successfully implement key operational initiatives to drive efficiencies across the global organization. These initiatives, coupled with our higher mix of Double Team sales, provided a gross margin improvement to 30.3% this quarter compared to 21.3% in the second quarter one year ago, and a $1.1 million reduction of operating expenses,” commented S&W Seed Company’s CEO, Mark Herrmann. “A key driver to the gross margin improvement has been the successful adoption of our first trait technology solution – Double Team Grain Sorghum. Double Team sales increased 233% to $4.0 million during the second quarter this year compared to the second quarter one year ago as we continued to see positive farmer satisfaction, demand, and adoption of the high margin trait technology. We are looking to build upon the success of Double Team Grain

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Sorghum with the introduction of a Double Team Forage Sorghum solution and Prussic Acid Free Trait for sorghum. Initial Double Team Forage Sorghum sales are expected in fiscal 2024, and a pilot launch of our Prussic Acid Free Trait for sorghum is being planted this year. We feel we are clearly becoming a leading technology provider in sorghum, a key global crop, that can be used as a substitute for many grains on the market today due to its key nutrient profile and ability to handle higher temperatures and drier climates better than many other crops.”

“While we are achieving strong adoption in our high margin sorghum trait technology solutions, we are closely monitoring the dynamics from the expanding conflicts in the Middle East North Africa, or MENA, region on our international alfalfa product operations. The war in Ukraine, the Sudan Civil War, and expanding geopolitical disruptions have caused the transition of many alfalfa growers in the MENA region to plant wheat this upcoming season, and have caused disruptions to normal farming operations and seed distribution channels. We have already implemented a series of cost saving initiatives within our international operations, as well as production optimization initiatives, to mitigate any potential revenue impact. We will remain proactive to optimize the cost structure of the entire organization to support our near-term goal of profitability.”

“We believe we are well positioned within our U.S. sorghum operations to continue the momentum we have achieved during the first half of fiscal 2024. Double Team appears to have proven itself to be a truly special and unique product as the only product available to control grassy weeds in sorghum that rob water, nutrients and ultimately yield from the crop. Since its limited launch in 2021 - and broader commercial launch in calendar year 2022 - Double Team Grain Sorghum accounted for what we estimate to be 6% of all grain sorghum acres in the U.S. spring 2023 planting and we believe it will grow to more than 10% for planting 2024. This is not only a tremendous achievement by our sales team, but also highlights the value and demand for innovation in this critical crop, which has been void of any innovation to this point by the large agricultural companies.”

CFO Update

The Company's board of directors appointed Vanessa Baughman as the Company's full-time Chief Financial Officer effective February 12, 2024. Ms. Baughman had been serving as the Company's Interim Chief Financial Officer and corporate Secretary since May 2023. Prior to joining S&W, Ms. Baughman served as Chief Financial Officer and Vice President of Finance of AgReliant Genetics, LLC, the third largest North American seed corn company, headquartered in Westfield, Indiana, from January 2019 to March 2023.

Financial Results

Total revenue for the second quarter of fiscal 2024 was $10.9 million compared to total revenue for the second quarter of fiscal 2023 of $12.9 million. The quarter-over-quarter decrease in revenue was primarily attributable to a $3.5 million decrease in MENA region sales caused by management's decision to not discount non-dormant alfalfa as cheaper European seed disrupted the market and government incentives to produce wheat in Saudi Arabia reduced demand, a $1.1 million decrease in Australia pasture products and non-dormant alfalfa, and a

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$0.3 million decrease in Asia sales due to inventory carryover into fiscal 2024 leading to lost sales. This decrease was offset by a $2.8 million increase in Double Team traited sorghum revenue.

Gross profit margin for the second quarter of fiscal 2024 was 30.3% compared to gross profit margin for the second quarter of fiscal 2023 of 21.3%. The improvement in gross profit margin was primarily driven by increased sales of the Company's high margin Double Team traited sorghum and a more favorable product mix in the Australian domestic market. This increase was partially offset by decreased market prices in the MENA region and increased sales of the Company's lower margin grain sorghum in Mexico.

GAAP operating expenses for the second quarter of fiscal 2024 were $7.9 million compared to GAAP operating expenses for the second quarter of fiscal 2023 of $9.0 million. The Company saw a $0.4 million improvement from research and development expenses, a $0.5 million improvement in depreciation and amortization, and a $0.2 million improvement in selling, general, and administrative expenses.

Adjusted operating expenses (see Table A1) for the second quarter of fiscal 2024 were $6.7 million compared to $7.6 million in the second quarter of fiscal 2023. The $0.9 million decrease in adjusted operating expenses for the second quarter of fiscal 2024 was attributed to a $0.5 million decrease in research and development expenses and a $0.4 million decrease in selling, general, and administrative expenses after taking out non-recurring transaction costs.

GAAP net loss for the second quarter of fiscal 2024 was ($6.5) million, or ($0.15) per basic and diluted share, compared to GAAP net loss of ($6.0) million, or $(0.14) per basic and diluted share, for the second quarter of fiscal 2023.

Adjusted net loss (see Table A2) for the second quarter of fiscal 2024 was ($5.4) million, or ($0.13) per basic and diluted share, excluding interest expense - amortization of debt discount, non-recurring transaction costs, dividends accrued for participating securities and accretion, and equity in loss of equity method investee (Vision Bioenergy), net of tax. Adjusted net loss for the second quarter of fiscal 2023 was ($5.3) million, or ($0.13) per basic and diluted share, excluding interest expense - amortization of debt discount, non-recurring transaction costs, and dividends accrued for participating securities and accretion.

Adjusted EBITDA (see Table B) for the second quarter of fiscal 2024 was ($3.2) million compared to adjusted EBITDA for the second quarter of fiscal 2023 of ($4.6) million.

Fiscal 2024 Guidance

Due to the dynamics in the MENA region potentially impacting international alfalfa operations, S&W expects fiscal 2024 revenue to be on the lower end of the previously communicated range of $76 to $82 million. The Company continues to expect revenue from the Company’s Double Team sorghum solutions to be $11.5 to $14.0 million, representing an increase of 77% to 115% compared to fiscal 2023. The Company continues to expect adjusted EBITDA to be in the range of $(7.5) million to $(4.0) million for fiscal 2024, compared to adjusted EBITDA of $(9.3) million in fiscal 2023.

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As the partnership with Shell is accounted for as an equity method investment, it is not expected to have a material impact on S&W’s full-year financial results for fiscal 2024.

Conference Call

S&W Seed Company has scheduled a conference call for Wednesday, February 14, 2024, at 11:00am ET (8:00am PT) to review these results. Interested parties can access the conference call by dialing (844) 861-5498 or (412) 317-6580 or can listen via a live Internet webcast, which is available in the Investor Relations section of the Company’s website at http://www.swseedco.com/investors. A teleconference replay of the call will be available for seven days at (877) 344-7529 or (412) 317-0088, confirmation #1634446. A webcast replay will be available in the Investor Relations section of the Company’s website at http://www.swseedco.com/investors for 30 days.

Non-GAAP Financial Measures

In addition to financial results reported in accordance with accounting principles generally accepted in the United States of America (“GAAP”), we have provided the following non-GAAP financial measures in this release and the accompanying tables: adjusted EBITDA; adjusted operating expenses; as well as adjusted net loss and adjusted net loss per share. We use these non-GAAP financial measures internally to facilitate period-to-period comparisons and analysis of our operating performance and liquidity, and believe they are useful to investors as a supplement to GAAP measures in analyzing, trending and benchmarking the performance and value of our business. However, these measures are not intended to be a substitute for those reported in accordance with GAAP. These measures may be different from non-GAAP financial measures used by other companies, even when similar terms are used to identify such measures.

For reconciliations of historical non-GAAP financial measures to the most comparable financial measures under GAAP, see Tables A1, A2, and B accompanying this release. We have not reconciled our guidance for adjusted EBITDA for fiscal 2024 to net loss because the reconciling line items that impact net loss, including interest expense, non-cash stock-based compensation, foreign currency loss, and equity in loss of equity method investee (Vision Bioenergy), net of tax, among others, are uncertain or out of our control and cannot be reasonably predicted. The actual amount of these items during fiscal 2024 will have a significant impact on net loss. Accordingly, a reconciliation of this non-GAAP measure to its most directly comparable GAAP measure is not available without unreasonable efforts.

In order to calculate these non-GAAP financial measures, we make targeted adjustments to certain GAAP financial line items found on our condensed consolidated statement of operations, backing out non-recurring or unique items that we believe otherwise distort the underlying results and trends of the ongoing business. We have excluded the following items from one or more of our non-GAAP financial measures for the periods presented:

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Selling, general and administrative expenses; operating expenses. We exclude from operating expenses depreciation and amortization and a portion of SG&A expense related to non-recurring transaction costs and, for our adjusted EBITDA calculation, also non-cash stock-based compensation. We exclude non-recurring transaction costs from our total operating expenses to provide investors a method to compare our operating results to prior periods and to peer companies, as such amounts can vary significantly based on the frequency of restructuring or acquisition events and the magnitude of restructuring or acquisition expenses.

Foreign currency loss. The foreign currency loss represents fluctuations from changes in exchange rates that are uncertain or out of our control and cannot be reasonably predicted. We believe it is useful to exclude this amount in order to better understand our business performance and allow investors to compare our results with peer companies.

Interest expense – amortization of debt discount. Amortization of debt discount and debt issuance costs are primarily related to our working capital lines of credit and term loans. These amounts are non-cash charges and are unrelated to our core performance during any particular period. We believe it is useful to exclude these amounts in order to better understand our business performance and allow investors to compare our results with peer companies.

Interest expense, net. Interest expense, net primary consists of interest incurred on our working capital credit facilities, the MFP Loan, the AgAmerica loan, and equipment capital leases. We believe it is useful to exclude these amounts to better understand our business performance and allow investors to compare our results with peer companies.

Dividends accrued for participating securities and accretion. Dividends accrued for participating securities and accretion relates to dividends accrued for the Series B convertible preferred stock and the accretion for the discount related to the warrants issued in conjunction with the Series B convertible preferred stock. We believe it is useful to exclude these amounts in order to better understand our business performance and allow investors to compare our results with peer companies.

Equity in loss of equity method investee (Vision Bioenergy), net of tax. This loss represents S&W's percentage of Vision Bioenergy's loss for the three and six months ended December 31, 2023, as it has significant influence in the Company. We believe it is useful to exclude this amount in order to better understand our business performance and allow investors to compare our results with peer companies.

Descriptions of the non-GAAP financial measures included in this release and the accompanying tables are as follows:

Adjusted Operating Expenses. We define adjusted operating expenses as GAAP operating expenses adjusted to exclude depreciation and amortization, loss on disposal of property, plant and equipment, and one-time, non-recurring expenses. We believe that the use of adjusted operating expenses is useful to investors and other users of our financial statements in evaluating our operating performance because it provides a method to

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compare our operating results to prior periods and to peer companies after making adjustments for depreciation and amortization and amounts that are not expected to recur.

Adjusted net loss and loss per share. We define adjusted net loss as net loss attributable to S&W Seed Company less interest expense – amortization of debt discount, non-recurring transaction costs, dividends accrued for participating securities and accretion and equity in loss of equity method investee (Vision Bioenergy), net of tax. We believe that these non-GAAP financial measures provide useful supplemental information for evaluating our operating performance.

Adjusted EBITDA. We define adjusted EBITDA as net loss attributable to S&W Seed Company adjusted to exclude interest expense, net, interest expense – amortization of debt discount, benefit from income taxes, depreciation and amortization, non-recurring transaction costs, non-cash stock-based compensation, foreign currency loss, gain on disposal of intangible assets, gain on sale of equity investment, equity in loss of equity method investee (Vision Bioenergy), net of tax, and dividends accrued for participating securities and accretion. We believe that the use of adjusted EBITDA is useful to investors and other users of our financial statements in evaluating our operating performance because it provides them with an additional tool to compare business performance across companies and across periods. We use adjusted EBITDA in conjunction with traditional GAAP operating performance measures as part of our overall assessment of our performance, for planning purposes, including the preparation of our annual operating budget, to evaluate the effectiveness of our business strategies and to communicate with our board of directors concerning our financial performance. Management does not place undue reliance on adjusted EBITDA as its only measure of operating performance. Adjusted EBITDA should not be considered as a substitute for other measures of financial performance reported in accordance with GAAP.

Financial Tables

For a complete press release including financial tables, please view online at: https://swseedco.com/investors/press-releases/.

About S&W Seed Company

Founded in 1980, S&W Seed Company is a global multi-crop, middle-market agricultural company headquartered in Longmont, Colorado. S&W’s vision is to be the world’s preferred proprietary seed company which supplies a range of sorghum, forage and specialty crop products that supports the growing global demand for animal proteins and healthier consumer diets. S&W is a global leader in proprietary alfalfa and sorghum seeds with significant research and development, production and distribution capabilities. S&W also has a commercial presence in pasture and sunflower seeds, and through a partnership, is focused on sustainable biofuel feedstocks primarily within camelina. For more information, please visit www.swseedco.com.

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Safe Harbor Statement

This release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. “Forward-looking statements” describe future expectations, plans, results, or strategies and are generally preceded by words such as “ability,” “believe,” “may,” “future,” “plan,” “should” or “expects.” Forward-looking statements in this release include, but are not limited to: our guidance on revenue and adjusted EBITDA for the fiscal year ending June 30, 2024; our success in developing and commercializing Double Team Forage Sorghum solution and Prussic Acid Free Trait for sorghum; our expected timelines for the development and launch of our products; the projected growth of Double Team Grain Sorghum's share of all grain sorghum acres in the U.S.; and the success of our cost-saving, production optimization and operational initiatives to mitigate the impact of geopolitical events and drive our business towards profitability. You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including risks and uncertainties related to: market adoption of products designed to support the energy transition and customer demand for our partnership’s products; the effects of unexpected weather and geopolitical and macroeconomic events, such as global inflation, bank failures, supply chain disruptions, uncertain market conditions, the armed conflict in Sudan, the ongoing military conflict between Russia and Ukraine and related sanctions and the war between Israel and Hamas, on our business and operations as well as those of our partnership, and the extent to which they disrupt the local and global economies, as well as our business and the businesses of our partnership, our customers, distributors and suppliers; sufficiency of our partnership’s cash and access to capital in order to develop its business; the sufficiency of our cash and access to capital in order to meet our liquidity needs, including our ability to pay our growers as our payment obligations come due; our need to comply with the financial covenants included in our loan agreements, refinance certain of our credit facilities and raise additional capital in the future and our ability to continue as a “going concern”; our potential transactions under negotiation may not result in consummated transactions; changes in market conditions, including any unexpected decline in commodity prices, may harm our results of operations and revenue outlook; our proprietary seed trait technology products, including Double Team, may not yield their anticipated benefits, including with respect to their impact on revenues and gross margins; changes in the competitive landscape and the introduction of competitive products may negatively impact our results of operations; demand for our Double Team sorghum solution may not be as strong as expected; our business strategic initiatives may not achieve the expected results; previously experienced logistical challenges in shipping and transportation of our products may become amplified, delaying our ability to recognize revenue and decreasing our gross margins; we may be unable to achieve our goals to drive growth, improve gross margins and reduce operating expenses; the inherent uncertainty and significant judgments and assumptions underlying our financial guidance for fiscal 2024; and the risks associated with our ability to successfully optimize and commercialize our business. These and other risks are identified in our filings with the Securities and Exchange Commission, including, without

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limitation, our Annual Report on Form 10-K for the year ended June 30, 2023 and in other filings subsequently made by us with the Securities and Exchange Commission. All forward-looking statements contained in this press release speak only as of the date on which they were made and are based on management’s assumptions and estimates as of such date. We do not undertake any obligation to publicly update any forward-looking statements, whether as a result of the receipt of new information, the occurrence of future events or otherwise.

 

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S & W SEED COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
		Three Months Ended									Six Months Ended
		December 31,									December 31,
		2023				2022					2023				2022
Revenue		$	10,864,809			$	12,937,802				$	27,297,275			$	32,803,667
Cost of revenue			7,575,685				10,188,511					18,996,837				25,549,865
Gross profit			3,289,124				2,749,291					8,300,438				7,253,802
Operating expenses
Selling, general and administrative expenses			5,892,922				6,242,212					11,679,502				11,298,469
Research and development expenses			994,648				1,503,473					2,081,160				3,018,853
Depreciation and amortization			1,076,019				1,253,904					2,145,042				2,590,338
Gain on disposal of property, plant and equipment			(68,734	)			(751	)				(101,690	)			(4,411	)
Total operating expenses			7,894,855				8,998,838					15,804,014				16,903,249
Loss from operations			(4,605,731	)			(6,249,547	)				(7,503,576	)			(9,649,447	)
Other (income) expense
Foreign currency loss			244,298				176,624					616,486				367,539
Gain on disposal of intangible assets			—				(1,796,252	)				—				(1,796,252	)
Gain on sale of equity investment			—				(32,030	)				—				(32,030	)
Interest expense - amortization of debt discount			446,017				578,112					901,591				861,755
Interest expense - convertible debt and other			1,337,992				1,092,327					2,743,759				1,879,006
Other (income) expenses			(59,336	)			546					(96,896	)			(43,724	)
Loss before income taxes			(6,574,702	)			(6,268,874	)				(11,668,516	)			(10,885,741	)
Benefit from income taxes			(756,985	)			(282,296	)				(755,778	)			(383,960	)
Loss before equity in net earnings of affiliates			(5,817,717	)			(5,986,578	)				(10,912,738	)			(10,501,781	)
Equity in loss of equity method investees, net of tax			676,329				4,015					1,538,225				4,015
Net loss			(6,494,046	)			(5,990,593	)				(12,450,963	)			(10,505,796	)
Loss attributable to noncontrolling interests			(25,194	)			(4,588	)				(32,482	)			(10,850	)
Net loss attributable to S&W Seed Company		$	(6,468,852	)		$	(5,986,005	)			$	(12,418,481	)		$	(10,494,946	)
Calculation of net loss per share:
Net loss attributable to S&W Seed Company		$	(6,468,852	)		$	(5,986,005	)			$	(12,418,481	)		$	(10,494,946	)
Dividends accrued for participating securities and accretion			(124,431	)			(114,062	)				(244,476	)			(228,123	)
Net loss attributable to common shareholders		$	(6,593,283	)		$	(6,100,067	)			$	(12,662,957	)		$	(10,723,069	)
Net loss attributable to S&W Seed Company per common share, basic and diluted		$	(0.15	)		$	(0.14	)			$	(0.29	)		$	(0.25	)
Weighted average number of common shares outstanding, basic and diluted			43,091,438				42,651,270					43,050,329				42,627,645

 

 

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TABLE A1
S&W SEED COMPANY
ITEMIZED RECONCILIATION BETWEEN OPERATING EXPENSES AND NON-GAAP ADJUSTED OPERATING EXPENSES
(UNAUDITED)
		Three Months Ended December 31,						Six Months Ended December 31,
		2023			2022			2023				2022
Operating expenses		$	7,894,855		$	8,998,838		$	15,804,014			$	16,903,249
Less:
Depreciation and amortization			(1,076,019	)		(1,253,904	)		(2,145,042	)			(2,590,338	)
Non-recurring transaction costs			(161,268	)		(189,125	)		(323,499	)			(262,618	)
Gain on disposal of property, plant and equipment			68,734			751			101,690				4,411
Non-GAAP adjusted operating expenses		$	6,726,302		$	7,556,560		$	13,437,163			$	14,054,704

 

 

TABLE A2
S&W SEED COMPANY
ITEMIZED RECONCILIATION BETWEEN NET LOSS AND NON-GAAP ADJUSTED NET LOSS
(UNAUDITED)
		Three Months Ended December 31,						Six Months Ended  December 31,
		2023			2022			2023				2022
Net loss attributable to S&W Seed Company		$	(6,468,852	)	$	(5,986,005	)	$	(12,418,481	)		$	(10,494,946	)
Interest expense - amortization of debt discount			446,017			578,112			901,591				861,755
Non-recurring transaction costs			161,268			189,125			323,499				262,618
Dividends accrued for participating securities and accretion			(124,431	)		(114,062	)		(244,476	)			(228,123	)
Equity in loss of equity method investee (Vision Bioenergy), net of tax			577,039			—			1,354,012				—
Non-GAAP adjusted net loss		$	(5,408,959	)	$	(5,332,830	)	$	(10,083,855	)		$	(9,598,696	)
Non-GAAP adjusted net loss attributable to     S&W Seed Company per common share, basic and diluted		$	(0.13	)	$	(0.13	)	$	(0.23	)		$	(0.23	)
Weighted average number of common shares outstanding, basic and diluted			43,091,438			42,651,270			43,050,329				42,627,645

 

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TABLE B
S&W SEED COMPANY
ITEMIZED RECONCILIATION BETWEEN NET LOSS AND NON-GAAP ADJUSTED EBITDA
(UNAUDITED)
			Three Months Ended										Six Months Ended
			December 31,										December 31,
			2023					2022					2023					2022
Net loss attributable to S&W Seed Company		$		(6,468,852	)		$		(5,986,005	)		$		(12,418,481	)		$		(10,494,946	)
Interest expense, net				1,337,992					1,092,327					2,743,759					1,879,006
Interest expense - amortization of debt discount				446,017					578,112					901,591					861,755
Benefit from income taxes				(756,985	)				(282,296	)				(755,778	)				(383,960	)
Depreciation and amortization				1,076,019					1,253,904					2,145,042					2,590,338
Non-recurring transaction costs				161,268					189,125					323,499					262,618
Non-cash stock-based compensation				283,327					305,894					695,147					762,006
Foreign currency loss				244,298					176,624					616,486					367,539
Gain on disposal of intangible assets				—					(1,796,252	)				—					(1,796,252	)
Gain on sale of equity investment				—					(32,030	)				—					(32,030	)
Equity in loss of equity method investee (Vision Bioenergy), net of tax				577,039					—					1,354,012					—
Dividends accrued for participating securities and accretion				(124,431	)				(114,062	)				(244,476	)				(228,123	)
Non-GAAP adjusted EBITDA		$		(3,224,308	)		$		(4,614,659	)		$		(4,639,199	)		$		(6,212,049	)

 

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S & W SEED COMPANY
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
			As of December 31, 2023					As of June 30, 2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$		1,114,370			$		3,398,793
Accounts receivable, net				19,983,583					24,622,727
Notes receivable, net				6,974,357					6,846,897
Inventories, net				46,008,080					45,098,268
Prepaid expenses and other current assets				2,974,177					4,099,027
TOTAL CURRENT ASSETS				77,054,567					84,065,712
Property, plant and equipment, net				10,350,887					10,082,168
Intellectual property, net				20,958,076					21,650,534
Other Intangibles, net				7,808,412					8,082,325
Right of use asset - operating leases				2,825,742					2,983,303
Equity method investments				21,624,643					23,059,705
Other assets				3,051,182					2,066,081
TOTAL ASSETS		$		143,673,509			$		151,989,828
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable		$		14,891,078			$		13,312,180
Deferred revenue				5,504,204					464,707
Accrued expenses and other current liabilities				6,004,829					8,804,456
Current portion of working capital lines of credit, net				43,597,213					44,900,779
Current portion of long-term debt, net				4,445,442					3,808,761
TOTAL CURRENT LIABILITIES				74,442,766					71,290,883
Long-term debt, net, less current portion				4,862,340					4,499,334
Other non-current liabilities				2,063,641					2,102,030
TOTAL LIABILITIES				81,368,747					77,892,247
MEZZANINE EQUITY
Preferred stock, $0.001 par value; 3,323 shares authorized; 1,695 issued and outstanding at December 31, 2023 and June 30, 2023				5,518,624					5,274,148
TOTAL MEZZANINE EQUITY				5,518,624					5,274,148
STOCKHOLDERS' EQUITY
Common stock, $0.001 par value; 75,000,000 shares authorized; 43,317,044 issued and 43,292,044 outstanding at December 31, 2023; 43,004,011 issued and 42,979,011 outstanding at June 30, 2023				43,317					43,004
Treasury stock, at cost, 25,000 shares				(134,196	)				(134,196	)
Additional paid-in capital				168,270,300					167,768,104
Accumulated deficit				(104,595,765	)				(91,932,808	)
Accumulated other comprehensive loss				(6,832,156	)				(6,987,791	)
Noncontrolling interests				34,638					67,120
TOTAL STOCKHOLDERS' EQUITY				56,786,138					68,823,433
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY		$		143,673,509			$		151,989,828

 

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S & W SEED COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
			Six Months Ended December 31,
			2023					2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$		(12,450,963	)		$		(10,505,796	)
Adjustments to reconcile net loss from operating activities to net cash used in operating activities:
Stock-based compensation				695,147					762,006
Bad debt expense				472,411					(125,209	)
Inventory write-down				787,085					685,200
Depreciation and amortization				2,145,042					2,590,338
Gain on disposal of property, plant and equipment				(101,690	)				(4,411	)
Gain on disposal of intangible assets				—					(1,796,252	)
Gain on sale of equity investment				—					(32,030	)
Equity in loss of equity method investees, net of tax				1,538,225					4,015
Change in deferred tax provision				(712,063	)				(259,747	)
Change in foreign exchange contracts				(639,143	)				19,466
Foreign currency transactions				1,276,525					(200,666	)
Amortization of debt discount				901,591					861,755
Accretion of note receivable				(127,476	)				—
Changes in:
Accounts receivable				4,326,500					(3,968,108	)
Inventories				(1,300,241	)				557,442
Prepaid expenses and other current assets				356,779					20,736
Other non-current assets				47,015					(677,938	)
Accounts payable				1,381,305					(385,529	)
Deferred revenue				5,039,497					5,578,365
Accrued expenses and other current liabilities				(2,231,490	)				(1,256,423	)
Other non-current liabilities				32,768					(207,625	)
Net cash provided by (used in) operating activities				1,436,824					(8,340,411	)
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment				(1,077,055	)				(154,997	)
Proceeds from disposal of property, plant and equipment				160,958					3,660
Capital contributions to partnerships				(88,543	)				(59,242	)
Proceeds from partnership transaction				—					2,000,000
Net proceeds from sale of equity investment				—					400,000
Net cash provided by (used in) investing activities				(1,004,640	)				2,189,421
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from sale of common stock				(165,812	)				—
Taxes paid related to net share settlements of stock-based compensation awards				(26,825	)				(12,949	)
Borrowings and repayments on lines of credit, net				(2,762,758	)				6,598,076
Borrowings of long-term debt				595,175					285,005
Repayments of long-term debt				(152,214	)				(1,063,661	)
Debt issuance costs				(237,278	)				(359,527	)
Net cash provided by (used in) financing activities				(2,749,712	)				5,446,944
EFFECT OF EXCHANGE RATE CHANGES ON CASH				33,105					(24,290	)
NET DECREASE IN CASH & CASH EQUIVALENTS				(2,284,423	)				(728,336	)
CASH AND CASH EQUIVALENTS, beginning of the period				3,398,793					2,056,508
CASH AND CASH EQUIVALENTS, end of period		$		1,114,370			$		1,328,172

 

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v3.24.0.1

Document and Entity Information	Feb. 09, 2024
Cover [Abstract]
Entity Registrant Name	S&W SEED CO
Security Exchange Name	NASDAQ
Amendment Flag	false
Entity Central Index Key	0001477246
Document Type	8-K
Document Period End Date	Feb. 09, 2024
Entity Incorporation, State or Country Code	NV
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	SANW
Entity Emerging Growth Company	false
Entity information ,Former Legal or Registered Name	Not Applicable

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