Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Dec. 31, 2022 | Feb. 07, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | S&W SEED CO | |
Entity Central Index Key | 0001477246 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2022 | |
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 | 42,785,565 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Trading Symbol | SANW | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | NV | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 1,328,172 | $ 2,056,508 |
Accounts receivable, net | 24,099,180 | 19,051,236 |
Inventories, net | 52,952,095 | 54,515,894 |
Prepaid expenses and other current assets | 3,282,244 | 1,605,987 |
TOTAL CURRENT ASSETS | 81,661,691 | 77,229,625 |
Property, plant and equipment, net | 15,706,571 | 16,871,669 |
Intangibles, net | 30,951,270 | 34,095,827 |
Right of use assets - operating leases | 4,234,241 | 4,094,253 |
Other assets | 1,667,034 | 1,496,477 |
TOTAL ASSETS | 134,220,807 | 133,787,851 |
CURRENT LIABILITIES | ||
Accounts payable | 15,275,082 | 15,901,116 |
Deferred revenue | 6,184,025 | 605,960 |
Accrued expenses and other current liabilities | 9,452,112 | 10,788,740 |
Current portion of working capital lines of credit, net | 41,410,217 | 12,678,897 |
Current portion of long-term debt, net | 7,743,900 | 8,316,783 |
TOTAL CURRENT LIABILITIES | 80,065,336 | 48,291,496 |
Long-term working capital lines of credit, less current portion | 0 | 21,703,286 |
Long-term debt, net, less current portion | 3,731,856 | 3,992,540 |
Other non-current liabilities | 3,338,740 | 3,587,041 |
TOTAL LIABILITIES | 87,135,932 | 77,574,363 |
MEZZANINE EQUITY | ||
Preferred stock, $0.001 par value; 3,323 shares authorized; 1,695 issued and outstanding at December 31, 2022 and June 30, 2022 | 5,032,942 | 4,804,819 |
STOCKHOLDERS' EQUITY | ||
Common stock, $0.001 par value; 75,000,000 shares authorized; 42,788,423 issued and 42,763,423 outstanding at December 31, 2022; 42,608,758 issued and 42,583,758 outstanding at June 30, 2022 | 42,788 | 42,609 |
Treasury stock, at cost, 25,000 shares | (134,196) | (134,196) |
Additional paid-in capital | 165,444,354 | 163,892,575 |
Accumulated deficit | (116,596,626) | (105,873,557) |
Accumulated other comprehensive loss | (6,735,375) | (6,560,600) |
Noncontrolling interests | 30,988 | 41,838 |
TOTAL STOCKHOLDERS' EQUITY | 42,051,933 | 51,408,669 |
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY | 134,220,807 | 133,787,851 |
MEZZANINE EQUITY | ||
MEZZANINE EQUITY | ||
Preferred stock, $0.001 par value; 3,323 shares authorized; 1,695 issued and outstanding at December 31, 2022 and June 30, 2022 | $ 5,032,942 | $ 4,804,819 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Jun. 30, 2022 |
STOCKHOLDERS' EQUITY | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 42,788,423 | 42,608,758 |
Common stock, shares outstanding | 42,763,423 | 42,583,758 |
Treasury stock, shares | 25,000 | 25,000 |
MEZZANINE EQUITY | ||
SERIES B CONVERTIBLE PREFERRED STOCK | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 3,323 | 3,323 |
Preferred stock, shares issued | 1,695 | 1,695 |
Preferred stock, shares outstanding | 1,695 | 1,695 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 12,937,802 | $ 12,631,409 | $ 32,803,667 | $ 28,163,090 |
Cost of revenue | 10,188,511 | 10,971,045 | 25,549,865 | 23,376,057 |
Gross profit | 2,749,291 | 1,660,364 | 7,253,802 | 4,787,033 |
Operating expenses | ||||
Selling, general and administrative expenses | 6,241,461 | 7,073,320 | 11,294,058 | 12,642,887 |
Research and development expenses | 1,503,473 | 2,110,413 | 3,018,853 | 4,105,541 |
Depreciation and amortization | 1,253,904 | 1,373,653 | 2,590,338 | 2,704,698 |
Total operating expenses | 8,998,838 | 10,557,386 | 16,903,249 | 19,453,126 |
Loss from operations | (6,249,547) | (8,897,022) | (9,649,447) | (14,666,093) |
Other (income) expense | ||||
Foreign currency loss | 176,624 | 258,482 | 367,539 | 421,028 |
Gain on disposal of intangible assets | (1,796,252) | 0 | (1,796,252) | 0 |
Change in contingent consideration obligation | 0 | (466,376) | 0 | (528,630) |
Interest expense - amortization of debt discount | 578,112 | 221,196 | 861,755 | 413,391 |
Interest expense, net | 1,092,327 | 589,694 | 1,879,006 | 1,142,539 |
Gain on sale of equity investment | (32,030) | 0 | (32,030) | 0 |
Other income (expense) | 4,561 | 23,771 | (39,709) | (10,589) |
Loss before income taxes | (6,272,889) | (9,523,789) | (10,889,756) | (16,103,832) |
(Benefit from) provision for income taxes | (282,296) | 257,776 | (383,960) | 91,974 |
Net loss | (5,990,593) | (9,781,565) | (10,505,796) | (16,195,806) |
(Loss) income attributable to noncontrolling interests | (4,588) | 13,537 | (10,850) | (729) |
Net loss attributable to S&W Seed Company | (5,986,005) | (9,795,102) | (10,494,946) | (16,195,077) |
Net loss attributable to S&W Seed Company | (5,986,005) | (9,795,102) | (10,494,946) | (16,195,077) |
Dividends accrued for participating securities and accretion | (114,062) | 0 | (228,123) | 0 |
Net loss attributable to common shareholders | $ (6,100,067) | $ (9,795,102) | $ (10,723,069) | $ (16,195,077) |
Net loss attributable to S&W Seed Company per common share: | ||||
Basic | $ (0.14) | $ (0.25) | $ (0.25) | $ (0.43) |
Diluted | $ (0.14) | $ (0.25) | $ (0.25) | $ (0.43) |
Weighted average number of common shares outstanding: | ||||
Basic | 42,651,270 | 38,461,049 | 42,627,645 | 37,617,457 |
Diluted | 42,651,270 | 38,461,049 | 42,627,645 | 37,617,457 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (5,990,593) | $ (9,781,565) | $ (10,505,796) | $ (16,195,806) |
Foreign currency translation adjustment, net of income taxes | 539,520 | 253,349 | (174,775) | (207,778) |
Comprehensive loss | (5,451,073) | (9,528,216) | (10,680,571) | (16,403,584) |
Comprehensive (loss) income attributable to noncontrolling interests | (4,588) | 13,537 | (10,850) | (729) |
Comprehensive loss attributable to S&W Seed Company | $ (5,446,485) | $ (9,541,753) | $ (10,669,721) | $ (16,402,855) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Total | Preferred Stock | Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interests | Accumulated Other Comprehensive Loss |
Beginning Balance, amount at Jun. 30, 2021 | $ 74,393,193 | $ 36,773 | $ (134,196) | $ 149,684,357 | $ (69,311,909) | $ (31,006) | $ (5,850,826) | |
Beginning Balance, shares at Jun. 30, 2021 | 36,772,983 | (25,000) | ||||||
Stock-based compensation | 1,408,515 | 1,408,515 | ||||||
Mezzanine equity series B detachable warrant | 0 | |||||||
Mezzanine equity accrued dividends on Series B convertible preferred stock | 0 | |||||||
Net issuance to settle RSUs, amount | (158,288) | $ 293 | (158,581) | |||||
Net issuance to settle RSUs, shares | 293,486 | |||||||
Proceeds from sale of common stock, net of fees and expenses, amount | 4,920,693 | $ 1,849 | 4,918,844 | |||||
Proceeds from sale of common stock, net of fees and expenses, shares | 1,848,191 | |||||||
Other comprehensive income (loss) | (207,778) | (207,778) | ||||||
Net (loss) income | (16,195,806) | (16,195,077) | (729) | |||||
Ending Balance, amount at Dec. 31, 2021 | 64,160,529 | $ 38,915 | $ (134,196) | 155,853,135 | (85,506,986) | (31,735) | (6,058,604) | |
Ending Balance, shares at Dec. 31, 2021 | 38,914,660 | (25,000) | ||||||
Beginning Balance, amount at Jun. 30, 2021 | 74,393,193 | $ 36,773 | $ (134,196) | 149,684,357 | (69,311,909) | (31,006) | (5,850,826) | |
Beginning Balance, shares at Jun. 30, 2021 | 36,772,983 | (25,000) | ||||||
Mezzanine equity series B detachable warrant | 38,757 | |||||||
Mezzanine equity accrued dividends on Series B convertible preferred stock | 127,541 | |||||||
Ending Balance, amount at Jun. 30, 2022 | 51,408,669 | $ 42,609 | $ (134,196) | 163,892,575 | (105,873,557) | 41,838 | (6,560,600) | |
Ending Balance, shares at Jun. 30, 2022 | 42,608,758 | (25,000) | ||||||
Mezzanine Equity Ending Balance, amount at Jun. 30, 2022 | 4,804,819 | $ 4,804,819 | ||||||
Mezzanine Equity Ending Balance, shares at Jun. 30, 2022 | 1,695 | |||||||
Beginning Balance, amount at Sep. 30, 2021 | 67,873,903 | $ 36,802 | $ (134,196) | 150,040,406 | (75,711,884) | (45,272) | (6,311,953) | |
Beginning Balance, shares at Sep. 30, 2021 | 36,802,094 | (25,000) | ||||||
Stock-based compensation | 1,014,203 | 1,014,203 | ||||||
Mezzanine equity accrued dividends on Series B convertible preferred stock | 0 | |||||||
Net issuance to settle RSUs, amount | (117,573) | $ 265 | (117,838) | |||||
Net issuance to settle RSUs, shares | 265,223 | |||||||
Proceeds from sale of common stock, net of fees and expenses, amount | 4,918,212 | $ 1,848 | 4,916,364 | |||||
Proceeds from sale of common stock, net of fees and expenses, shares | 1,847,343 | |||||||
Other comprehensive income (loss) | 253,349 | 253,349 | ||||||
Net (loss) income | (9,781,565) | (9,795,102) | 13,537 | |||||
Ending Balance, amount at Dec. 31, 2021 | 64,160,529 | $ 38,915 | $ (134,196) | 155,853,135 | (85,506,986) | (31,735) | (6,058,604) | |
Ending Balance, shares at Dec. 31, 2021 | 38,914,660 | (25,000) | ||||||
Beginning Balance, amount at Jun. 30, 2022 | 51,408,669 | $ 42,609 | $ (134,196) | 163,892,575 | (105,873,557) | 41,838 | (6,560,600) | |
Beginning Balance, shares at Jun. 30, 2022 | 42,608,758 | (25,000) | ||||||
Stock-based compensation | 762,006 | 762,006 | ||||||
Mezzanine equity series B detachable warrant | 51,676 | $ 51,676 | ||||||
Series B detachable warrant | (51,676) | (51,676) | ||||||
Mezzanine equity accrued dividends on Series B convertible preferred stock | 176,447 | 176,447 | ||||||
Accrued dividends on Series B convertible preferred stock | (176,447) | (176,447) | ||||||
Subordinated loan & security agreement warrants | 802,901 | 802,901 | ||||||
Net issuance to settle RSUs, amount | (12,949) | $ 179 | (13,128) | |||||
Net issuance to settle RSUs, shares | 179,665 | |||||||
Other comprehensive income (loss) | (174,775) | (174,775) | ||||||
Net (loss) income | (10,505,796) | (10,494,946) | (10,850) | |||||
Ending Balance, amount at Dec. 31, 2022 | 42,051,933 | $ 42,788 | $ (134,196) | 165,444,354 | (116,596,626) | 30,988 | (6,735,375) | |
Ending Balance, shares at Dec. 31, 2022 | 42,788,423 | (25,000) | ||||||
Mezzanine Equity Ending Balance, amount at Dec. 31, 2022 | 5,032,942 | $ 5,032,942 | ||||||
Mezzanine Equity Ending Balance, shares at Dec. 31, 2022 | 1,695 | |||||||
Mezzanine Equity Beginning Balance, amount at Sep. 30, 2022 | $ 4,918,880 | |||||||
Mezzanine Equity Beginning Balance, shares at Sep. 30, 2022 | 1,695 | |||||||
Beginning Balance, amount at Sep. 30, 2022 | 46,659,486 | $ 42,633 | $ (134,196) | 164,486,927 | (110,496,559) | 35,576 | (7,274,895) | |
Beginning Balance, shares at Sep. 30, 2022 | 42,632,585 | (25,000) | ||||||
Stock-based compensation | 305,894 | 305,894 | ||||||
Mezzanine equity series B detachable warrant | 25,838 | $ 25,838 | ||||||
Series B detachable warrant | (25,838) | (25,838) | ||||||
Mezzanine equity accrued dividends on Series B convertible preferred stock | 88,224 | 88,224 | ||||||
Accrued dividends on Series B convertible preferred stock | (88,224) | (88,224) | ||||||
Subordinated loan & security agreement warrants | 656,427 | 656,427 | ||||||
Net issuance to settle RSUs, amount | (4,739) | $ 155 | (4,894) | |||||
Net issuance to settle RSUs, shares | 155,838 | |||||||
Other comprehensive income (loss) | 539,520 | 539,520 | ||||||
Net (loss) income | (5,990,593) | (5,986,005) | (4,588) | |||||
Ending Balance, amount at Dec. 31, 2022 | 42,051,933 | $ 42,788 | $ (134,196) | $ 165,444,354 | $ (116,596,626) | $ 30,988 | $ (6,735,375) | |
Ending Balance, shares at Dec. 31, 2022 | 42,788,423 | (25,000) | ||||||
Mezzanine Equity Ending Balance, amount at Dec. 31, 2022 | $ 5,032,942 | $ 5,032,942 | ||||||
Mezzanine Equity Ending Balance, shares at Dec. 31, 2022 | 1,695 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (10,505,796) | $ (16,195,806) |
Adjustments to reconcile net loss from operating activities to net cash used in operating activities | ||
Stock-based compensation | 762,006 | 1,408,515 |
Allowance for doubtful accounts | (125,209) | 221,163 |
Inventory write-down | 685,200 | 742,035 |
Depreciation and amortization | 2,590,338 | 2,704,698 |
Gain on disposal of property, plant and equipment | (4,411) | (35,840) |
Gain on sale of equity investment | (32,030) | 0 |
Gain on disposal of intangible assets | (1,796,252) | 0 |
Change in deferred tax provision | (259,747) | 0 |
Change in foreign exchange contracts | 19,466 | 239,713 |
Foreign currency transactions | (200,666) | 0 |
Change in contingent consideration obligation | 0 | (528,630) |
Amortization of debt discount | 861,755 | 413,391 |
Changes in: | ||
Accounts receivable | (3,968,108) | 2,513,639 |
Inventories | 557,442 | (5,741,778) |
Prepaid expenses and other current assets | 20,736 | 170,844 |
Other non-current assets | (733,165) | (95,186) |
Accounts payable | (385,529) | 1,131,032 |
Deferred revenue | 5,578,365 | 5,504,147 |
Accrued expenses and other current liabilities | (1,256,423) | (505,240) |
Other non-current liabilities | (207,625) | (12,521) |
Net cash used in operating activities | (8,399,653) | (8,065,824) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Additions to property, plant and equipment | (154,997) | (1,227,368) |
Proceeds from disposal of property, plant and equipment | 3,660 | 21,113 |
Net proceeds from sale of equity investment | 400,000 | 0 |
Proceeds from partnership transaction | 2,000,000 | 0 |
Net cash provided by (used in) investing activities | 2,248,663 | (1,206,255) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Net proceeds from sale of common stock | 0 | 4,920,693 |
Taxes paid related to net share settlements of stock-based compensation awards | (12,949) | (158,288) |
Borrowings and repayments on lines of credit, net | 6,598,076 | 3,911,452 |
Borrowings of long-term debt | 285,005 | 875,683 |
Debt issuance costs | (359,527) | (112,084) |
Repayments of long-term debt | (1,063,661) | (737,843) |
Net cash provided by financing activities | 5,446,944 | 8,699,613 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | (24,290) | (233,405) |
NET DECREASE IN CASH & CASH EQUIVALENTS | (728,336) | (805,871) |
CASH AND CASH EQUIVALENTS, beginning of the period | 2,056,508 | 3,527,937 |
CASH AND CASH EQUIVALENTS, end of period | $ 1,328,172 | $ 2,722,066 |
General
General | 6 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL | NOTE 1 - GENERAL The Company is a global multi-crop, middle-market agricultural company that is principally engaged in breeding, growing, processing and selling agricultural seeds. The Company operates seed cleaning and processing facilities, which are located in Idaho, Texas, New South Wales and South Australia. The Company’s seed products are primarily grown under contract by farmers. The Company is currently focused on commercializing stevia products, entering the camelina market and developing products to address unmet market needs through high-value improved traits in its crops. Investments and Partnership Activity Bioceres Investment As of June 30, 2021, the Company held an investment in Bioceres, S.A., a provider of crop productivity solutions headquartered in Argentina. During the third quarter of fiscal year 2022, the Company sold 71.4 % of the investment in Bioceres, S.A. for net proceeds of $ 988,504 , which included a gain on the sale of marketable securities of $ 68,967 . The carrying value of the remainder of the investment was $ 367,980 at June 30, 2022, which was reported in Other assets on the Company's consolidated balance sheet. During the six months ended December 31, 2022, the Company sold off the remainder of its investment in Bioceres, S.A. for net proceeds of $ 400,000 , which included a gain on the sale of equity investment of $ 32,030 . Trigall Australia Partnership Effective December 23, 2022, the Company’s wholly owned subsidiary, S&W Seed Company Australia Pty Ltd, or S&W Australia, entered into a partnership with Trigall Genetics S.A., or Trigall, for the development and marketing of wheat varieties in Australia. Under the terms of the partnership agreement, S&W Australia transferred certain intellectual property license rights and equipment into a wholly owned subsidiary and subsequently sold an 80 % interest in the subsidiary to Trigall. The subsidiary was renamed Trigall Australia Pty Ltd, or Trigall Australia. In return, S&W Australia received $ 2.0 million in cash, a $ 1.0 million promissory note to be paid in December 2023, and a 20 % ownership interest in Trigall Australia. S&W Australia realized a $ 1.8 million gain on the sale. The ownership interest in Trigall Australia was recorded using the equity method and, al ong with the $ 1.0 million pro missory note, is reported within the “Other assets” caption on the condensed consolidated balance sheet. S&W Australia is obligated to make an aggregate of $ 560,000 in capital contributions to Trigall Australia through June 2025, and has agreed to provide certain marketing, collection and other operational services in support of the partnership. Shell Partnership On February 6, 2023, S&W and Equilon Enterprises LLC (dba Shell Oil Products US, or Shell), entered into a partnership for the development and production of sustainable biofuel feedstocks through Vision Bioenergy Oilseeds LLC, or Vision Bioenergy (see Note 13 ). Basis of Presentation The accompanying condensed 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 statement of the Company’s consolidated balance sheets, statements of operations, comprehensive income (loss), cash flows and mezzanine equity and stockholders’ equity for the periods presented. Operating results for the periods presented are not necessarily indicative of the results to be expected for the full year ending June 30, 2023. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted in accordance with the rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Annual Report on Form 10-K for the fiscal year ended June 30, 2022, as filed with the SEC. Certain prior period information has been reclassified to conform to the current period presentation. Operating lease right-of-use assets were reclassified from “Other assets” to “Right-of-use assets – operating leases” on the balance sheet in accordance with the disclosure guidance of ASC 842. Previously, the operating lease right-of-use assets were disclosed in the footnotes. 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 Company believes the estimates and assumptions underlying the accompanying condensed consolidated financial statements are reasonable and supportable based on the information available at the time the financial statements were prepared. However, certain adverse geopolitical and macroeconomic events, such as the continued impact of COVID-19, the ongoing conflict between Ukraine and Russia and related sanctions, and uncertain market conditions, including higher inflation and supply chain disruptions, have, among other things, negatively impacted the global economy, created significant volatility and disruption of financial markets, and significantly increased economic and demand uncertainty. These factors make many of the estimates and assumptions reflected in these condensed consolidated financial statements inherently less certain. Therefore, actual results may ultimately differ from those estimates to a greater degree than historically. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Liquidity and Going Concern For the six months ended December 31, 2022 , we reported a net loss of $ 10.5 million and net cash used in operations of $ 8.4 million. At December 31, 2022, we had cash on hand of $ 1.3 million. The Company’s Loan and Security Agreement, dated December 26, 2019, or the CIBC Loan Agreement, with CIBC Bank USA, or CIBC, which matures on March 23, 2023 ($ 16.2 million outstanding as of December 31, 2022), and its debt facilities with National Australia Bank, or NAB, contain various operating and financial covenants (see Note 7 ). Adverse geopolitical and macroeconomic events and other factors affecting the Company’s results of operations have increased the risk of the Company’s inability to comply with these covenants, which could result in acceleration of its repayment obligations and foreclosure on its pledged assets. For example, the Company was not in compliance with certain covenants in the CIBC Loan Agreement as of June 30, 2021, December 31, 2021, March 31, 2022, June 15, 2022 and June 30, 2022, and was required to obtain waivers and/or amendments from CIBC. The CIBC Loan Agreement as presently in effect requires the Company to maintain minimum liquidity of no less than $ 1.0 million, and the NAB Finance Agreement (as defined below) includes an undertaking that requires the Company to maintain a net related entity position of not more than USD $ 18.5 million. The Company is actively pursuing refinancing of the CIBC Loan Agreement. There can be no assurance the Company will be successful in raising additional capital, securing future waivers and/or amendments from its lenders, renewing or refinancing its existing debt or securing new financing. If the Company is unsuccessful in doing so, it may need to reduce the scope of its operations, repay amounts owing to its lenders or sell certain assets. These operating and liquidity factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company’s consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 $ 180,334 and $ 233,927 at December 31, 2022 and June 30, 2022, respectively. Inventories Components of inventory are as follows: As of As of December 31, 2022 June 30, 2022 Raw materials and supplies $ 3,808,923 $ 2,645,764 Work in progress 11,035,458 6,677,980 Finished goods 38,107,714 45,192,150 Inventories, net $ 52,952,095 $ 54,515,894 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, 2022 and December 31, 2021 has been affected by the valuation allowance on the Company’s deferred tax assets as well as the gain related to the formation of our wheat partnership with Trigall. Net Loss Per Common Share Data The Company computes earnings per share using the two-class method. The two-class method requires an earnings allocation formula that determines earnings per share for common shareholders and participating security holders according to dividends declared and participating rights in undistributed earnings. The Company's Series B Preferred Stock and related warrant, or Series B Warrant (see Note 14 of the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended June 30, 2022 , as filed with the SEC) are participating securities because holders of such shares have non-forfeitable dividend rights and participate in any undistributed earnings with common stock. Under the two-class method, total dividends provided to the holders of participating securities and undistributed earnings allocated to participating securities, are subtracted from net income attributable to the Company in determining net loss attributable to common shareholders. There were $ 88,224 and $ 176,447 in accrued dividends subtracted from net income attributable to common shareholders during the three and six months ended December 31, 2022 , respectively; there were no undistributed earnings to allocate to the participating securities. Additionally, any accretion to the redemption value for the Series B Preferred Stock is treated as a deemed dividend in the two-class earnings per share, or EPS, calculation. During the three and six months ended December 31, 2022 , $ 25,838 and $ 51,676 , respectively, was accreted to the redemption value of the Series B Preferred Stock and subtracted from net income attributable to common shareholders. During the three and six months ended December 31, 2022 , there were no undistributed earnings to allocate to the participating securities. The calculation of net loss per common share is shown in the table below. Three Months Ended Six Months Ended 2022 2021 2022 2021 Numerator: Net loss attributable to S&W Seed Company $ ( 5,986,005 ) $ ( 9,795,102 ) $ ( 10,494,946 ) $ ( 16,195,077 ) Dividends accrued for participating securities ( 88,224 ) — ( 176,447 ) — Accretion of Series B Preferred Stock redemption value ( 25,838 ) — ( 51,676 ) — Numerator for net loss per common share - basic and diluted $ ( 6,100,067 ) $ ( 9,795,102 ) $ ( 10,723,069 ) $ ( 16,195,077 ) Denominator: Weighted average shares outstanding - basic and diluted 42,651,270 38,461,049 42,627,645 37,617,457 Net loss per common share - basic and diluted $ ( 0.14 ) $ ( 0.25 ) $ ( 0.25 ) $ ( 0.43 ) Anti-dilutive shares, which have been excluded from the computation of diluted loss per share, included 4,580,057 employee stock options, 497,921 restricted stock units, or RSUs, and warrants to purchase 1,333,400 shares of common stock related to the MFP Loan Agreement (as defined below), and 559,350 Warrants issued with the Company's Series B Convertible Preferred Stock. The terms and conditions of these securities are more fully described in Note 9 and Note 10 in these condensed consolidated financial statements and in Note 13 and Note 14 of the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended June 30, 2021, as filed with the SEC. For the periods ending December 31, 2022 and 2021 , all potentially dilutive shares were anti-dilutive and excluded from the calculation of diluted loss per share because net losses were recognized. Concentrations One customer accounted for 8 % and 11 % of the Company's revenue for the three and six months ended December 31, 2022 , respectively, and no single customer accounted for more than 10 % of the Company's revenue for the three and six months ended December 31, 2021. One customer accounted for approximately 15 % of the Company’s accounts receivable as of December 31, 2022 . No customer accounted for more than 10 % of the Company’s accounts receivable as of June 30, 2022. The Company sells a substantial portion of its products to international customers (see Note 4 ). Sales to international markets represented 86 % and 81 % of revenue during the three months ended December 31, 2022 and 2021 , respectively. Sales to international markets represented 81 % and 78 % of revenue during the six months ended December 31, 2022 and 2021 , respectively. The net book value of fixed assets located outside the United States was 21 % and 22 % of total fixed assets at December 31, 2022 and June 30, 2022 , respectively. Cash balances located outside of the United States may not be insured and totaled $ 420,595 and $ 811,551 at December 31, 2022 and June 30, 2022 , respectively. Derivative Financial Instruments 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 derivative financial instruments. The Company has entered into foreign currency forward contracts and foreign currency call options (see Note 8) 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 and options are not designated as hedging instruments under ASC 815; accordingly, changes in the fair value are recorded in current period earnings. Premiums paid for foreign currency options with strike prices below the spot market price when acquired represent the time value of the option, as there is no intrinsic value. Such premiums are recorded as a current asset and amortized over the option term. Currency options are measured at fair value if the market price at the reporting date exceeds the strike price. When the strike price exceeds the market price, no liability is recorded as the Company has no obligation to exercise the options. 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 carrying value of cash and cash equivalents, financial commitment assets (see Note 9), the promissory note issued from Trigall (see Note 1), accounts payable, short-term and all long-term borrowings, as reflected in the condensed 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, 2022 Using: Level 1 Level 2 Level 3 Foreign exchange contract liability $ — $ 1,009,469 $ — Total $ — $ 1,009,469 $ — Fair Value Measurements as of June 30, 2022 Using: Level 1 Level 2 Level 3 Foreign exchange contract liability $ — $ 996,106 $ — Total $ — $ 996,106 $ — Recent Accounting Pronouncements Not Yet Adopted We have evaluated all issued and unadopted Accounting Standards Updates and believe the adoption of these standards will not have a material impact on our condensed consolidated statements of operations, comprehensive income, balance sheets, or cash flows. |
Leases
Leases | 6 Months Ended |
Dec. 31, 2022 | |
Lessee Disclosure [Abstract] | |
LEASES | NOTE 3 - LEASES The Company leases office and laboratory space, research plots and equipment used in connection with its operations under various operating and finance leases. The components of lease assets and liabilities as of December 31, 2022 are as follows: Leases Balance Sheet Classification: December 31, 2022 Assets: Right of use assets - operating leases Right of use assets - operating leases 4,234,241 Right of use assets - finance leases 2,011,082 Accumulated amortization - finance leases ( 1,361,998 ) Right of use assets - finance leases, net Other assets 649,084 Total lease assets 4,883,325 Liabilities: Current lease liabilities - finance leases Current portion of long-term debt, net 608,663 Current lease liabilities - operating leases Accrued expenses and other current liabilities 1,429,482 Long-term portion of lease liabilities - finance leases Long-term debt, net, less current portion 239,238 Long-term portion of lease liabilities - operating leases Other non-current liabilities 3,078,345 Total lease liabilities 5,355,728 The components of lease cost are as follows: Lease cost: Income Statement Classification: Three Months Ended December 31, 2022 Six Months Ended December 31, 2022 Operating lease cost Cost of revenue $ 163,389 $ 347,249 Operating lease cost Selling, general and administrative expenses 54,914 110,248 Operating lease cost Research and development expenses 88,620 224,817 Finance lease cost Depreciation and amortization 125,949 265,639 Finance lease cost Interest expense, net 12,841 28,791 Total lease costs $ 445,713 $ 976,744 Maturities of lease liabilities as of December 31, 2022 are as follows: Operating Leases Finance Leases 2023 $ 907,671 $ 440,777 2024 1,527,845 321,631 2025 1,024,653 98,337 2026 791,258 23,091 2027 509,239 — Thereafter 102,165 — Total lease payments 4,862,831 883,836 Less: Interest ( 355,004 ) ( 35,935 ) Present value of lease liabilities $ 4,507,827 $ 847,901 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, 2022: Operating lease remaining lease term 3.5 Operating lease discount rate 4.14 % Finance lease remaining lease term 1.2 years Finance lease discount rate 5.49 % Cash paid for operating leases $ 603,304 Cash paid for finance leases 527,384 |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Dec. 31, 2022 | |
Revenues [Abstract] | |
REVENUE RECOGNITION | NOTE 4 - REVENUE RECOGNITION The Company derives its revenue primarily from the sale of seed products to seed distributors. From time to time, the Company utilizes excess capacity to provide conditioning, treating and packaging services to other seed producers. Revenue from seed 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 through the end of the current sales year (September through August). 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. The Company uses a historical returns percentage to estimate the refund liability and records a reduction of revenue in the period in which revenue is recognized. Contract Assets and Liabilities 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 180 days for export customers and end of sales season (September 30 th ) for branded products sold within the United States. As the period between the transfer of goods and/or services to the customer and receipt of payment is less than one year , the Company does not separately account for a financing component in its contracts with customers. The Company provides an allowance for doubtful trade receivables equal to the estimated uncollectible amounts (see Note 2). When it becomes probable that a trade receivable will not be collected, it is written off against the allowance for doubtful accounts. If an account that has been written off is subsequently corrected, the provision for doubtful receivables is reversed, which can result in a net negative provision in a period. During the three and six months ended December 31, 2022 , the Company recorded a net provision for doubtful receivables of $ 30,212 and a net reversal of the provision for doubtful receivables of $( 125,209 ), respectively. Deferred revenue represents payments received from customers in advance of completion of the Company's performance obligation. During the six months ended December 31, 2022 , the Company recognized $ 0.6 million of revenue that was included in the deferred balance as of June 30, 2022. During the six months ended December 31, 2021 , the Company recognized $ 0.4 million of revenue that was included in the deferred balance as of June 30, 2021. Disaggregation of Revenue The Company disaggregates revenue by type of contract and by destination country. The following table shows revenue from external sources by type of contract: Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 Seed sales $ 12,834,831 $ 11,818,392 $ 32,672,618 $ 26,723,793 Services 102,971 813,017 131,049 1,439,297 Total revenue $ 12,937,802 $ 12,631,409 $ 32,803,667 $ 28,163,090 The following tables show revenue and percentage of revenue from external sources by destination country: Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 Saudi Arabia $ 2,165,680 17 % $ 1,680,546 13 % $ 7,337,966 22 % $ 5,147,756 18 % United States 1,843,826 14 % $ 2,404,078 19 % 6,104,580 19 % 6,069,406 22 % Australia 2,501,634 19 % $ 2,245,847 18 % 5,059,366 15 % 5,679,852 20 % Libya 1,162 0 % $ 44,000 0 % 2,999,209 9 % 1,088,000 4 % Mexico 1,799,590 14 % $ 94,000 1 % 2,530,690 8 % 322,420 1 % Sudan 1,508,599 12 % $ — 0 % 2,310,643 7 % 819,618 3 % Pakistan 531,471 4 % $ 2,067,506 16 % 1,353,091 4 % 2,231,561 8 % South Africa 933,927 7 % $ 1,378,781 11 % 933,927 3 % 1,378,781 5 % Argentina 443,474 3 % $ 1,058,308 8 % 806,452 2 % 1,409,147 5 % Algeria — 0 % $ 186,000 1 % 754,680 2 % 186,000 1 % Other 1,208,439 9 % $ 1,472,343 12 % 2,613,063 8 % 3,830,549 14 % Total revenue $ 12,937,802 100 % $ 12,631,409 100 % $ 32,803,667 100 % $ 28,163,090 100 % |
Intangible Assets
Intangible Assets | 6 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 5 – INTANGIBLE ASSETS Intangible assets consist of the following: Balance at Transfer to Trigall Australia Amortization Currency Translation Adjustment Balance at December 31, 2022 Trade name $ 1,084,791 $ — $ ( 98,148 ) $ ( 3,290 ) $ 983,353 Customer relationships 5,499,815 — ( 176,526 ) ( 59,071 ) 5,264,218 GI customer list 42,983 — ( 3,582 ) — 39,401 Supply agreement 775,241 — ( 37,817 ) — 737,424 Grower relationships 1,331,581 — ( 52,703 ) — 1,278,878 Intellectual property 23,035,925 — ( 692,933 ) — 22,342,992 License agreement 1,986,598 ( 1,885,907 ) ( 75,610 ) ( 25,081 ) — Internal use software 338,893 — ( 33,889 ) — 305,004 $ 34,095,827 $ ( 1,885,907 ) $ ( 1,171,208 ) $ ( 87,442 ) $ 30,951,270 Balance at Other Additions and Disposals Amortization Currency Translation Adjustment Balance at Trade name $ 1,310,489 $ — $ ( 203,009 ) $ ( 22,689 ) $ 1,084,791 Customer relationships 6,302,591 — ( 373,393 ) ( 429,383 ) 5,499,815 Non-compete 5,058 — ( 5,058 ) — — GI customer list 50,146 — ( 7,163 ) — 42,983 Supply agreement 850,874 — ( 75,633 ) — 775,241 Grower relationships 1,436,988 — ( 105,407 ) — 1,331,581 Intellectual property 24,427,857 — ( 1,391,932 ) — 23,035,925 License agreement 2,340,269 — ( 172,004 ) ( 181,667 ) 1,986,598 Internal use software 406,670 — ( 67,777 ) — 338,893 $ 37,130,942 $ — $ ( 2,401,376 ) $ ( 633,739 ) $ 34,095,827 On December 23, 2022, the Company transferred certain intellectual property rights under a license agreement to Trigall Australia as part of its equity investment in the partnership (see Note 1 ). Amortization expense totaled $ 581,212 and $ 601,649 for the three months ended December 31, 2022 and 2021, respectively. Amortization expense totaled $ 1,171,208 and $ 1,206,138 for the six months ended December 31, 2022 and 2021, respectively. Estimated aggregate remaining amortization is as follows: 2023 2024 2025 2026 2027 Thereafter Amortization expense $ 1,080,323 $ 2,160,322 $ 2,119,891 $ 1,979,781 $ 1,928,897 $ 21,682,056 |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | NOTE 6 - PROPERTY, PLANT AND EQUIPMENT Components of property, plant and equipment were as follows: As of As of December 31, 2022 June 30, 2022 Land and improvements $ 2,260,672 $ 2,265,087 Buildings and improvements 8,130,736 8,119,960 Machinery and equipment 14,839,714 14,972,462 Vehicles 1,082,908 1,085,342 Leasehold improvements 552,811 552,810 Construction in progress 24,585 110,107 Total property, plant and equipment 26,891,426 27,105,768 Less: accumulated depreciation ( 11,184,855 ) ( 10,234,099 ) Property, plant and equipment, net $ 15,706,571 $ 16,871,669 Depreciation expense totaled $ 546,743 and $ 614,078 for the three months ended December 31, 2022 and 2021, respectively. Depreciation expense totaled $ 1,153,491 and $ 1,184,588 for the six months ended December 31, 2022 and 2021 , respectively. |
Debt
Debt | 6 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 7 - DEBT Total debt outstanding is presented on the consolidated balance sheet as follows: December 31, 2022 June 30, 2022 Current portion of working capital lines of credit CIBC $ 16,207,360 $ 12,804,611 National Australia Bank Limited 24,473,556 338,314 National Australia Bank Limited Overdraft Facility 1,160,587 — Debt issuance costs ( 431,286 ) ( 464,028 ) Total current portion of working capital lines of credit, net 41,410,217 12,678,897 Long-term portion of working capital lines of credit, less current portion National Australia Bank Limited — 21,703,286 Total long-term portion of working capital lines of credit — 21,703,286 Total working capital lines of credit, net $ 41,410,217 $ 34,382,183 Current portion of long-term debt Finance leases $ 608,663 $ 804,309 Term Loan - National Australia Bank Limited 340,250 344,400 Machinery & equipment loans - National Australia Bank Limited 254,414 246,547 Machinery & equipment loans - Hyster 11,957 11,834 Vehicle loans - Ford Credit 40,341 40,341 Secured real estate note - Rooster 6,527,849 6,905,995 Debt issuance costs ( 39,574 ) ( 36,643 ) Total current portion, net 7,743,900 8,316,783 Long-term debt, less current portion Finance leases 239,238 500,723 Term loan - National Australia Bank Limited 2,381,750 2,410,800 Machinery & equipment loans - National Australia Bank Limited 1,022,603 963,733 Machinery & equipment loans - Hyster 22,331 28,722 Vehicle loans - Ford Credit 65,934 88,583 Debt issuance costs — ( 21 ) Total long-term portion, net 3,731,856 3,992,540 Total debt, net $ 11,475,756 $ 12,309,323 CIBC Loan Agreement On December 26, 2019 , the Company entered into the CIBC Loan Agreement with CIBC, which originally provided for a $ 35.0 million credit facility, or the CIBC Credit Facility. As described in Note 8 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended June 30, 2022, the CIBC Loan Agreement was subsequently amended on several occasions through the year ended June 30, 2022. During the six months ended December 31, 2022, the CIBC Loan Agreement was further amended as follows: • on September 22, 2022, the CIBC Loan Agreement was amended to, among other things, (i) specify that the borrowing base eligible inventory sublimit cannot be reduced below the proceeds available to be drawn under the MFP Letter of Credit (as defined below), (ii) waive the Company's non-compliance with certain financial covenants under the CIBC Loan Agreement and (iii) establish a minimum liquidity of no less than $ 1.0 million tested weekly as of the last day of each week for the remainder of the term of the CIBC Loan Agreement; • on October 28, 2022, the CIBC Loan Agreement was amended to, among other things, increase (i) the total revolving loan commitment to $ 21.0 million from $ 18.0 million and (ii) the borrowing base eligible inventory sublimit to $ 12.0 million from $ 9.0 million; and • on December 23, 2022, the CIBC Loan Agreement was amended to, among other things, extend the maturity date of all revolving loans, advances and other obligations outstanding under the CIBC Loan Agreement from December 23, 2022 to March 23, 2023. As of December 31, 2022, the Company was in compliance with all covenants contained in the CIBC Loan Agreement. As of December 31, 2022 , there was approximately $ 4.8 million of unused availability on the CIBC Credit Facility. Rooster Note During the six months ended December 31, 2022, the Rooster Note (as defined in Note 8 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended June 30, 2022) was amended as follows: • on September 22, 2022, the Company entered into an amendment to extend the Rooster Note’s maturity date to December 23, 2022; and • on December 23, 2022, the Company entered into an amendment to the Rooster Note that (i) increased the interest rate on the Rooster Note from 7.75 % to 9.25 % per annum and (ii) extended the maturity date of the Rooster Note from December 23, 2022 to March 1, 2023. On February 6, 2023, Shell paid off the approximately $ 7.0 million of outstanding principal and accrued interest on the Rooster Note in connection with the Vision Bioenergy partnership (see Note 13). Australian Facilities S&W Australia’s debt facilities with National Australia Bank, or NAB, as amended to date, or the NAB Finance Agreement, were amended and restated effective October 24, 2022, and further amended on October 25, 2022. Pursuant to the amendments contained in the NAB Finance Agreement, among other things: • the borrowing base line credit limit under S&W Australia’s seasonal credit facility was increased from AUD $ 32.0 million (USD $ 21.8 million as of December 31, 2022 ) to AUD $ 40.0 million (USD $ 27.2 million as of December 31, 2022), with a one-year maturity date extension to September 30, 2024; • the overdraft credit limit under S&W Australia’s seasonal credit facility was increased from AUD $ 1.0 million (USD $ 0.7 million as of December 31, 2022 ) to AUD $ 2.0 million (USD $ 1.4 million as of December 31, 2022), with a one-year maturity date extension to September 29, 2023; and • the maturity date of S&W Australia’s master asset finance facility was extended by one year to September 29, 2023 . After the amendments, the consolidated debt facilities under the NAB Finance Agreement provide for up to an aggregate of AUD $ 49.0 (USD $ 33.3 million as of December 31, 2022 ) of credit. The NAB Finance Agreement is guaranteed by S&W Seed Company up to a maximum of AUD $ 15.0 million (USD $ 10.2 million as of December 31, 2022). Following the October 2022 amendments, the NAB Finance Agreement contained an undertaking requiring the Company to maintain a net related entity position of not more than AUD $ 25.0 million, and the Company's ability to comply with this undertaking was subject to fluctuations in foreign currency conversion rates outside of the Company's control. Due to fluctuations in foreign currency conversion rates, the Company was not in compliance with this undertaking as of December 31, 2022, and the Company subsequently obtained a waiver from NAB with respect to such non-compliance as of December 31, 2022. On February 8, 2023, the Company further amended the NAB Finance Agreement to change the required net related entity position from AUD $ 25.0 million to USD $ 18.5 million. The Company believes that this amendment will provide the Company with greater control over compliance with this undertaking. As of December 31, 2022, approximately AUD $ 4.3 million (USD $ 2.9 million) remained available for use under the NAB Finance Agreement. MFP Loan Agreement On September 22, 2022, the Company’s largest stockholder, MFP Partners, L.P., or MFP, provided a letter of credit issued by JPMorgan Chase Bank, N.A. for the account of MFP, with an initial face amount of $ 9.0 million, or the MFP Letter of Credit, for the benefit of CIBC, as additional collateral to support the Company’s obligations under the CIBC Loan Agreement. The MFP Letter of Credit initially matured on January 23, 2023 , one month after the maturity date of the existing CIBC Loan Agreement. Concurrently, on September 22, 2022, the Company entered into a Subordinate Loan and Security Agreement, or the MFP Loan Agreement, with MFP, pursuant to which any draw CIBC may make on the MFP Letter of Credit will be deemed to be a term loan advance made by MFP to the Company. The MFP Loan Agreement initially provided for up to $ 9.0 million of term loan advances. Concurrent with the October 28, 2022 amendment to the CIBC Loan Agreement (as described above), MFP amended the MFP Letter of Credit to increase the face amount from $ 9.0 million to $ 12.0 million, and the MFP Loan Agreement was amended to increase the maximum amount of term loan advances available to the Company from $ 9.0 million to $ 12.0 million. In connection with the December 23, 2022 amendment to the CIBC Loan Agreement, MFP amended the MFP Letter of Credit, extending the maturity date from January 23, 2023 to April 30, 2023. The MFP Loan Agreement will mature on November 30, 2025 . Pursuant to the MFP Loan Agreement, the Company will pay to MFP a cash fee through the maturity date of the MFP Letter of Credit equal to 3.50 % per annum on all amounts remaining undrawn under the MFP Letter of Credit. In the event any term advances are deemed made under the MFP Loan Agreement, such advances will bear interest at a rate per annum equal to term SOFR (with a floor of 1.25 %) plus 9.25 %, 50 % of which will be payable in cash on the last day of each fiscal quarter and 50 % of which will accrue as payment in kind interest payable on the maturity date, unless, with respect to any quarterly payment date, the Company elects to pay such interest in cash. The MFP Loan Agreement includes customary affirmative and negative covenants and events of default. The MFP Loan Agreement is secured by substantially all of the Company’s assets and is subordinated to the CIBC Loan Agreement. Upon the occurrence and during the continuance of an event of default, MFP may declare all outstanding obligations under the MFP Loan Agreement immediately due and payable and take such other actions as set forth in the MFP Loan Agreement. Maturities of Long-Term Debt The annual maturities of long-term debt, excluding finance lease liabilities, are as follows: Fiscal Year Amount 2023 $ 6,699,960 2024 675,326 2025 585,624 2026 2,351,682 2027 164,072 Thereafter 190,765 Total $ 10,667,429 |
Foreign Currency Forward Contra
Foreign Currency Forward Contracts and Options | 6 Months Ended |
Dec. 31, 2022 | |
Foreign Currency [Abstract] | |
FOREIGN CURRENCY FORWARD CONTRACTS AND OPTIONS | NOTE 8 - FOREIGN CURRENCY FORWARD CONTRACTS AND OPTIONS The Company held foreign currency forward contracts with a notional value of $ 18,760,948 at December 31, 2022 , with maturities ranging from January 2023 to June 2023 . The Company records an asset or liability on the condensed consolidated balance sheet for the fair value of the foreign currency forward contracts. The foreign currency contract liabilities totaled $ 1,009,469 and $ 996,106 at December 31, 2022 and June 30, 2022 , respectively. The Company recorded gain of $ 484,518 and loss of $ 13,256 on foreign currency forward contracts for the three months ended December 31, 2022 and 2021 , respectively, and losses of $ 19,466 and $ 252,059 for the six months ended December 31, 2022 and 2021, respectively. Gains and losses on foreign exchange contracts are reflected in cost of revenue. In December 2022, the Company acquired foreign currency options with a total notional amount of AUD $ 8,451,123 . The strike prices on the transaction dates and as of December 31, 2022 , were above the market price, so the options had no intrinsic value. Option premiums of AUD $ 42,080 are reflected in the caption " Prepaid expenses and other current assets" on the condensed consolidated balance sheet as of December 31, 2022. The Company's accounting policies for foreign currency contracts and options is found in Note 2 under the section titled " Derivative Financial Instruments." |
Equity
Equity | 6 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
EQUITY | NOTE 9 – EQUITY On September 22, 2022, the Company entered into a Subordinate Loan and Security Agreement, or the MFP Loan Agreement, with MFP, pursuant to which any draw CIBC may make on the MFP Letter of Credit will be deemed to be a term loan advance made by MFP to the Company (see Note 7 ). Pursuant to the terms and conditions of the MFP Loan agreement, on September 22, 2022, the Company issued to MFP a warrant, or Initial Warrant, to purchase up to 500,000 shares of the Company’s common stock, or Initial Warrant Shares, at $ 1.60 per share (subject to adjustment in connection with any stock dividends and splits, distributions with respect to the Company's common stock and certain fundamental transactions as described in the Initial Warrant). The Initial Warrant expires 5 years from its issue date, or September 22, 2027. In connection with the October 28, 2022 and December 22, 2022 amendments to the MFP Letter of Credit, the Company issued to MFP additional warrants to purchase 166,700 and 666,700 shares of the Company’s common stock, respectively, at an exercise price of $ 1.60 per warrant share. The warrants will each expire five years from the date of issuance. In total, warrants to purchase 1,333,400 shares of the Company’s common stock were issued to MFP in connection with the MFP Loan Agreement, or MFP Warrants, during the six months ended December 31, 2022. The MFP Warrants were valued using the Black-Scholes-Merton model as of the respective issue dates and recorded as a financial commitment asset within the caption "Prepaid expenses and other current assets" on the condensed consolidated balance sheet. The MFP Warrant current assets are amortized on a straight-line basis over the period from their initial issue dates through the end of the related MFP Letter of Credit commitment periods. During the six months ended December 31, 2022 , an aggregate value of $ 802,901 related to the MFP Warrants was capitalized, of which $ 291,487 was amortized as interest expense. MFP is the Company’s largest shareholder. One of the Company’s directors, Alexander C. Matina, is Vice President and Portfolio Manager of MFP Investors LLC, the general partner of MFP. |
Equity-Based Compensation
Equity-Based Compensation | 6 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
EQUITY-BASED COMPENSATION | NOTE 10 - EQUITY-BASED COMPENSATION Stock Options During the six months ended December 31, 2022 , the Company granted options to purchase 787,502 shares of its common stock to certain of its directors, members of the executive management team and other employees at exercise prices ranging from $ 0.81 - $ 1.04 per share. These options vest in either quarterly or annual periods over one to three year s and expire ten years from the date of grant. A summary of stock option activity for the six months ended December 31, 2022 and the year ended June 30, 2022 is presented below: Number of Weighted - Weighted- Aggregate Outstanding at June 30, 2021 3,776,568 $ 2.65 8.0 $ 3,962,766 Granted 994,725 2.63 Exercised ( 38,774 ) 2.33 Canceled/forfeited/expired ( 95,419 ) 2.82 Outstanding at June 30, 2022 4,637,100 2.64 6.6 — Granted 787,502 0.87 Exercised — — Canceled/forfeited/expired ( 844,545 ) 2.79 Outstanding at December 31, 2022 4,580,057 2.31 7.2 491,508 Options vested and exercisable at December 31, 2022 3,048,678 $ 2.63 6.2 $ 1,875.00 Options vested and expected to vest as of December 31, 2022 4,568,721 2.31 7.2 486,844 The weighted average grant date per share fair value of options granted during the three and six months ended December 31, 2022 was $ 0.47 . At December 31, 2022 , the Company had $ 1,019,195 of unrecognized stock compensation expense, net of estimated forfeitures, related to the options under the S&W Seed Company 2009 Equity Incentive Plan and the S&W Seed Company 2019 Equity Incentive Plan, or 2019 Plan, which will be recognized over the weighted average remaining service period of 1.93 years. The Company settles employee stock option exercises with newly issued shares of common stock. Restricted Stock Units During the six months ended December 31, 2022 , the Company issued 431,704 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-year s. The fair value of the awards granted during the six months ended December 31, 2022 and 2021 totaled $ 443,375 and $ 829,780 , respectively, and was based on the closing stock price on the date of grants. A summary of activity related to non-vested restricted stock units is presented below: Number of Weighted-Average Weighted-Average Nonvested restricted units outstanding at June 30, 2021 361,570 $ 2.51 1.3 Granted 304,421 2.78 — Vested ( 391,036 ) 2.62 — Forfeited ( 7,036 ) 2.35 — Nonvested restricted units outstanding at June 30, 2022 267,919 2.66 1.2 Granted 431,704 1.03 — Vested ( 192,952 ) 2.72 — Forfeited ( 8,750 ) 2.50 — Nonvested restricted units outstanding at December 31, 2022 497,921 1.22 1.7 At December 31, 2022 , the Company had $ 546,369 of unrecognized stock compensation expense related to the restricted stock units, which will be recognized over the weighted average remaining service period of 1.72 years. Stock-based Compensation Expense Stock-based compensation expense recorded for grants of stock options, restricted stock and restricted stock units for the three months ended December 31, 2022 and 2021 totaled $ 305,894 and $ 1,014,203 , respectively. Stock-based compensation expense recorded for grants of stock options, restricted stock and restricted stock units for the six months ended December 31, 2022 and 2021 totaled $ 762,006 and $ 1,418,515 , respectively. At December 31, 2022 , there were 2,198,793 shares available under the 2019 Plan for future grants and awards. Weighted-average assumptions used in the Black-Scholes-Merton model are set forth below for the periods indicated: Six Months Ended December 31, 2022 Year Ended Risk free rate 2.87 % - 4.41 % 0.8 % - 1.1 % Dividend yield 0 0 % Volatility 64.7 % - 66.1 % 61.8 % - 62.4 % Average forfeiture assumptions 8.7 % 2.8 % |
Series B Convertible Preferred
Series B Convertible Preferred Stock | 6 Months Ended |
Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Series B Convertible Preferred Stock | NOTE 11 – SERIES B CONVERTIBLE PREFERRED STOCK The terms and conditions of the Company’s Series B Convertible Preferred Stock and accompanying Warrant are presented in Note 14 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended June 30, 2022 . No issuances or conversions of Series B Convertible Preferred Stock occurred during the six months ended December 31, 2022. Activity in the period consisted of accrual of dividends and accretion of the discount on the Warrants. The following summarizes changes to the Series B Convertible Preferred Stock: Balance at June 30, 2021 $ - Issuance of preferred stock 4,638,521 Dividends accrued 127,541 Accretion of discount for warrants 38,757 Balance at June 30, 2022 $ 4,804,819 Dividends accrued 176,447 Accretion of discount for warrants 51,676 Balance at December 31, 2022 $ 5,032,942 |
Non-Cash Activities for Stateme
Non-Cash Activities for Statements of Cash Flows | 6 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
NON-CASH ACTIVITIES FOR STATEMENTS OF CASH FLOWS | NOTE 12 - NON-CASH ACTIVITIES FOR STATEMENTS OF CASH FLOWS The below table represents supplemental information to the Company’s condensed consolidated statements of cash flows for non-cash activities during the six months ended December 31, 2022 and 2021, respectively. Six Months Ended December 31, 2022 2021 Non-cash investing activities: Contribution of intangible assets to partnership in exchange for equity investment and promissory note $ 1,750,000 $ — ROU assets financed by lease liabilities — ( 122,863 ) Non-cash financing activities: Warrants issued for financial commitment asset 802,901 — Accretion of discount for Series B preferred stock warrants 51,676 — Dividends accrued for participating securities 176,447 — |
Subsequent Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS Shell Partnership On February 6, 2023, S&W and Shell entered into a Contribution and Membership Interest Purchase Agreement, relating to a joint venture for the development and production of sustainable biofuel feedstocks, pursuant to which: • S&W (i) contributed its Nampa, Idaho production and research facilities, or the Nampa Facilities, to Vision Bioenergy, along with certain personal property, including vehicles, fixed assets and other similar equipment; (ii) caused Vision Bioenergy to make offers of employment to certain key personnel; (iii) assigned to Vision Bioenergy certain contracts and permits; and (iv) agreed to a two-year non-solicitation covenant with respect to the personnel transferred to Vision Bioenergy; and • Shell (i) made a $ 13.0 million cash contribution to Vision Bioenergy; (ii) paid $ 7.0 million to S&W; and (iii) paid off in full the Rooster Note, which was secured by a priority security interest in the property, plant and fixtures located at the Nampa Facilities. In February 2024, Shell will be required to pay an additional $ 6.0 million, and make an additional $ 12.0 million cash contribution to Vision Bioenergy. Shell received a 66 % interest in Vision Bioenergy and S&W retained a 34 % interest. Additionally, upon the achievement of certain specified milestones, measured as of the fourth and seventh anniversaries of the closing of the joint venture transaction, S&W is eligible to receive up to an additional aggregate 10 % interest in Vision Bioenergy. In addition, S&W has a one-time option, exercisable at any time on or before the fourth anniversary of the closing of the joint venture transaction, to purchase a 6 % membership interest from Shell for a purchase price ranging between approximately $ 7.1 and $ 12.0 million, depending on the date on which such purchase is completed. Amendment of NAB Finance Agreement On February 8, 2023, the NAB Finance Agreement was amended to change the maximum permissible net related entity position from AUD $ 25.0 million to USD $ 18.5 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Investments and Joint Venture Activity | Investments and Partnership Activity Bioceres Investment As of June 30, 2021, the Company held an investment in Bioceres, S.A., a provider of crop productivity solutions headquartered in Argentina. During the third quarter of fiscal year 2022, the Company sold 71.4 % of the investment in Bioceres, S.A. for net proceeds of $ 988,504 , which included a gain on the sale of marketable securities of $ 68,967 . The carrying value of the remainder of the investment was $ 367,980 at June 30, 2022, which was reported in Other assets on the Company's consolidated balance sheet. During the six months ended December 31, 2022, the Company sold off the remainder of its investment in Bioceres, S.A. for net proceeds of $ 400,000 , which included a gain on the sale of equity investment of $ 32,030 . Trigall Australia Partnership Effective December 23, 2022, the Company’s wholly owned subsidiary, S&W Seed Company Australia Pty Ltd, or S&W Australia, entered into a partnership with Trigall Genetics S.A., or Trigall, for the development and marketing of wheat varieties in Australia. Under the terms of the partnership agreement, S&W Australia transferred certain intellectual property license rights and equipment into a wholly owned subsidiary and subsequently sold an 80 % interest in the subsidiary to Trigall. The subsidiary was renamed Trigall Australia Pty Ltd, or Trigall Australia. In return, S&W Australia received $ 2.0 million in cash, a $ 1.0 million promissory note to be paid in December 2023, and a 20 % ownership interest in Trigall Australia. S&W Australia realized a $ 1.8 million gain on the sale. The ownership interest in Trigall Australia was recorded using the equity method and, al ong with the $ 1.0 million pro missory note, is reported within the “Other assets” caption on the condensed consolidated balance sheet. S&W Australia is obligated to make an aggregate of $ 560,000 in capital contributions to Trigall Australia through June 2025, and has agreed to provide certain marketing, collection and other operational services in support of the partnership. Shell Partnership On February 6, 2023, S&W and Equilon Enterprises LLC (dba Shell Oil Products US, or Shell), entered into a partnership for the development and production of sustainable biofuel feedstocks through Vision Bioenergy Oilseeds LLC, or Vision Bioenergy (see Note 13 ). |
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 Company believes the estimates and assumptions underlying the accompanying condensed consolidated financial statements are reasonable and supportable based on the information available at the time the financial statements were prepared. However, certain adverse geopolitical and macroeconomic events, such as the continued impact of COVID-19, the ongoing conflict between Ukraine and Russia and related sanctions, and uncertain market conditions, including higher inflation and supply chain disruptions, have, among other things, negatively impacted the global economy, created significant volatility and disruption of financial markets, and significantly increased economic and demand uncertainty. These factors make many of the estimates and assumptions reflected in these condensed consolidated financial statements inherently less certain. Therefore, actual results may ultimately differ from those estimates to a greater degree than historically. |
Liquidity and Going Concern | Liquidity and Going Concern For the six months ended December 31, 2022 , we reported a net loss of $ 10.5 million and net cash used in operations of $ 8.4 million. At December 31, 2022, we had cash on hand of $ 1.3 million. The Company’s Loan and Security Agreement, dated December 26, 2019, or the CIBC Loan Agreement, with CIBC Bank USA, or CIBC, which matures on March 23, 2023 ($ 16.2 million outstanding as of December 31, 2022), and its debt facilities with National Australia Bank, or NAB, contain various operating and financial covenants (see Note 7 ). Adverse geopolitical and macroeconomic events and other factors affecting the Company’s results of operations have increased the risk of the Company’s inability to comply with these covenants, which could result in acceleration of its repayment obligations and foreclosure on its pledged assets. For example, the Company was not in compliance with certain covenants in the CIBC Loan Agreement as of June 30, 2021, December 31, 2021, March 31, 2022, June 15, 2022 and June 30, 2022, and was required to obtain waivers and/or amendments from CIBC. The CIBC Loan Agreement as presently in effect requires the Company to maintain minimum liquidity of no less than $ 1.0 million, and the NAB Finance Agreement (as defined below) includes an undertaking that requires the Company to maintain a net related entity position of not more than USD $ 18.5 million. The Company is actively pursuing refinancing of the CIBC Loan Agreement. There can be no assurance the Company will be successful in raising additional capital, securing future waivers and/or amendments from its lenders, renewing or refinancing its existing debt or securing new financing. If the Company is unsuccessful in doing so, it may need to reduce the scope of its operations, repay amounts owing to its lenders or sell certain assets. These operating and liquidity factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company’s consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
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 $ 180,334 and $ 233,927 at December 31, 2022 and June 30, 2022, respectively. |
Inventories | Inventories Components of inventory are as follows: As of As of December 31, 2022 June 30, 2022 Raw materials and supplies $ 3,808,923 $ 2,645,764 Work in progress 11,035,458 6,677,980 Finished goods 38,107,714 45,192,150 Inventories, net $ 52,952,095 $ 54,515,894 |
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, 2022 and December 31, 2021 has been affected by the valuation allowance on the Company’s deferred tax assets as well as the gain related to the formation of our wheat partnership with Trigall. |
Net Loss Per Common Share Data | Net Loss Per Common Share Data The Company computes earnings per share using the two-class method. The two-class method requires an earnings allocation formula that determines earnings per share for common shareholders and participating security holders according to dividends declared and participating rights in undistributed earnings. The Company's Series B Preferred Stock and related warrant, or Series B Warrant (see Note 14 of the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended June 30, 2022 , as filed with the SEC) are participating securities because holders of such shares have non-forfeitable dividend rights and participate in any undistributed earnings with common stock. Under the two-class method, total dividends provided to the holders of participating securities and undistributed earnings allocated to participating securities, are subtracted from net income attributable to the Company in determining net loss attributable to common shareholders. There were $ 88,224 and $ 176,447 in accrued dividends subtracted from net income attributable to common shareholders during the three and six months ended December 31, 2022 , respectively; there were no undistributed earnings to allocate to the participating securities. Additionally, any accretion to the redemption value for the Series B Preferred Stock is treated as a deemed dividend in the two-class earnings per share, or EPS, calculation. During the three and six months ended December 31, 2022 , $ 25,838 and $ 51,676 , respectively, was accreted to the redemption value of the Series B Preferred Stock and subtracted from net income attributable to common shareholders. During the three and six months ended December 31, 2022 , there were no undistributed earnings to allocate to the participating securities. The calculation of net loss per common share is shown in the table below. Three Months Ended Six Months Ended 2022 2021 2022 2021 Numerator: Net loss attributable to S&W Seed Company $ ( 5,986,005 ) $ ( 9,795,102 ) $ ( 10,494,946 ) $ ( 16,195,077 ) Dividends accrued for participating securities ( 88,224 ) — ( 176,447 ) — Accretion of Series B Preferred Stock redemption value ( 25,838 ) — ( 51,676 ) — Numerator for net loss per common share - basic and diluted $ ( 6,100,067 ) $ ( 9,795,102 ) $ ( 10,723,069 ) $ ( 16,195,077 ) Denominator: Weighted average shares outstanding - basic and diluted 42,651,270 38,461,049 42,627,645 37,617,457 Net loss per common share - basic and diluted $ ( 0.14 ) $ ( 0.25 ) $ ( 0.25 ) $ ( 0.43 ) Anti-dilutive shares, which have been excluded from the computation of diluted loss per share, included 4,580,057 employee stock options, 497,921 restricted stock units, or RSUs, and warrants to purchase 1,333,400 shares of common stock related to the MFP Loan Agreement (as defined below), and 559,350 Warrants issued with the Company's Series B Convertible Preferred Stock. The terms and conditions of these securities are more fully described in Note 9 and Note 10 in these condensed consolidated financial statements and in Note 13 and Note 14 of the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended June 30, 2021, as filed with the SEC. For the periods ending December 31, 2022 and 2021 , all potentially dilutive shares were anti-dilutive and excluded from the calculation of diluted loss per share because net losses were recognized. |
Concentrations | Concentrations One customer accounted for 8 % and 11 % of the Company's revenue for the three and six months ended December 31, 2022 , respectively, and no single customer accounted for more than 10 % of the Company's revenue for the three and six months ended December 31, 2021. One customer accounted for approximately 15 % of the Company’s accounts receivable as of December 31, 2022 . No customer accounted for more than 10 % of the Company’s accounts receivable as of June 30, 2022. The Company sells a substantial portion of its products to international customers (see Note 4 ). Sales to international markets represented 86 % and 81 % of revenue during the three months ended December 31, 2022 and 2021 , respectively. Sales to international markets represented 81 % and 78 % of revenue during the six months ended December 31, 2022 and 2021 , respectively. The net book value of fixed assets located outside the United States was 21 % and 22 % of total fixed assets at December 31, 2022 and June 30, 2022 , respectively. Cash balances located outside of the United States may not be insured and totaled $ 420,595 and $ 811,551 at December 31, 2022 and June 30, 2022 , respectively. |
Derivative Financial Instruments | Derivative Financial Instruments 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 derivative financial instruments. The Company has entered into foreign currency forward contracts and foreign currency call options (see Note 8) 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 and options are not designated as hedging instruments under ASC 815; accordingly, changes in the fair value are recorded in current period earnings. Premiums paid for foreign currency options with strike prices below the spot market price when acquired represent the time value of the option, as there is no intrinsic value. Such premiums are recorded as a current asset and amortized over the option term. Currency options are measured at fair value if the market price at the reporting date exceeds the strike price. When the strike price exceeds the market price, no liability is recorded as the Company has no obligation to exercise the options. |
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 carrying value of cash and cash equivalents, financial commitment assets (see Note 9), the promissory note issued from Trigall (see Note 1), accounts payable, short-term and all long-term borrowings, as reflected in the condensed 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, 2022 Using: Level 1 Level 2 Level 3 Foreign exchange contract liability $ — $ 1,009,469 $ — Total $ — $ 1,009,469 $ — Fair Value Measurements as of June 30, 2022 Using: Level 1 Level 2 Level 3 Foreign exchange contract liability $ — $ 996,106 $ — Total $ — $ 996,106 $ — |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted We have evaluated all issued and unadopted Accounting Standards Updates and believe the adoption of these standards will not have a material impact on our condensed consolidated statements of operations, comprehensive income, balance sheets, or cash flows. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Components of Inventory | Components of inventory are as follows: As of As of December 31, 2022 June 30, 2022 Raw materials and supplies $ 3,808,923 $ 2,645,764 Work in progress 11,035,458 6,677,980 Finished goods 38,107,714 45,192,150 Inventories, net $ 52,952,095 $ 54,515,894 |
Schedule of Calculation of Net Loss Per Common Share | The calculation of net loss per common share is shown in the table below. Three Months Ended Six Months Ended 2022 2021 2022 2021 Numerator: Net loss attributable to S&W Seed Company $ ( 5,986,005 ) $ ( 9,795,102 ) $ ( 10,494,946 ) $ ( 16,195,077 ) Dividends accrued for participating securities ( 88,224 ) — ( 176,447 ) — Accretion of Series B Preferred Stock redemption value ( 25,838 ) — ( 51,676 ) — Numerator for net loss per common share - basic and diluted $ ( 6,100,067 ) $ ( 9,795,102 ) $ ( 10,723,069 ) $ ( 16,195,077 ) Denominator: Weighted average shares outstanding - basic and diluted 42,651,270 38,461,049 42,627,645 37,617,457 Net loss per common share - basic and diluted $ ( 0.14 ) $ ( 0.25 ) $ ( 0.25 ) $ ( 0.43 ) |
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, 2022 Using: Level 1 Level 2 Level 3 Foreign exchange contract liability $ — $ 1,009,469 $ — Total $ — $ 1,009,469 $ — Fair Value Measurements as of June 30, 2022 Using: Level 1 Level 2 Level 3 Foreign exchange contract liability $ — $ 996,106 $ — Total $ — $ 996,106 $ — |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Lessee Disclosure [Abstract] | |
Summary of Components of Lease Assets and Liabilities | The components of lease assets and liabilities as of December 31, 2022 are as follows: Leases Balance Sheet Classification: December 31, 2022 Assets: Right of use assets - operating leases Right of use assets - operating leases 4,234,241 Right of use assets - finance leases 2,011,082 Accumulated amortization - finance leases ( 1,361,998 ) Right of use assets - finance leases, net Other assets 649,084 Total lease assets 4,883,325 Liabilities: Current lease liabilities - finance leases Current portion of long-term debt, net 608,663 Current lease liabilities - operating leases Accrued expenses and other current liabilities 1,429,482 Long-term portion of lease liabilities - finance leases Long-term debt, net, less current portion 239,238 Long-term portion of lease liabilities - operating leases Other non-current liabilities 3,078,345 Total lease liabilities 5,355,728 |
Summary of Components of Lease Cost | The components of lease cost are as follows: Lease cost: Income Statement Classification: Three Months Ended December 31, 2022 Six Months Ended December 31, 2022 Operating lease cost Cost of revenue $ 163,389 $ 347,249 Operating lease cost Selling, general and administrative expenses 54,914 110,248 Operating lease cost Research and development expenses 88,620 224,817 Finance lease cost Depreciation and amortization 125,949 265,639 Finance lease cost Interest expense, net 12,841 28,791 Total lease costs $ 445,713 $ 976,744 |
Summary of Maturities of Lease Liabilities | Maturities of lease liabilities as of December 31, 2022 are as follows: Operating Leases Finance Leases 2023 $ 907,671 $ 440,777 2024 1,527,845 321,631 2025 1,024,653 98,337 2026 791,258 23,091 2027 509,239 — Thereafter 102,165 — Total lease payments 4,862,831 883,836 Less: Interest ( 355,004 ) ( 35,935 ) Present value of lease liabilities $ 4,507,827 $ 847,901 |
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, 2022: Operating lease remaining lease term 3.5 Operating lease discount rate 4.14 % Finance lease remaining lease term 1.2 years Finance lease discount rate 5.49 % Cash paid for operating leases $ 603,304 Cash paid for finance leases 527,384 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Revenues [Abstract] | |
Schedule of disaggregation of revenues | The Company disaggregates revenue by type of contract and by destination country. The following table shows revenue from external sources by type of contract: Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 Seed sales $ 12,834,831 $ 11,818,392 $ 32,672,618 $ 26,723,793 Services 102,971 813,017 131,049 1,439,297 Total revenue $ 12,937,802 $ 12,631,409 $ 32,803,667 $ 28,163,090 |
Schedule of Revenues and Percentage of Revenue from External Customers by Country | The following tables show revenue and percentage of revenue from external sources by destination country: Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 Saudi Arabia $ 2,165,680 17 % $ 1,680,546 13 % $ 7,337,966 22 % $ 5,147,756 18 % United States 1,843,826 14 % $ 2,404,078 19 % 6,104,580 19 % 6,069,406 22 % Australia 2,501,634 19 % $ 2,245,847 18 % 5,059,366 15 % 5,679,852 20 % Libya 1,162 0 % $ 44,000 0 % 2,999,209 9 % 1,088,000 4 % Mexico 1,799,590 14 % $ 94,000 1 % 2,530,690 8 % 322,420 1 % Sudan 1,508,599 12 % $ — 0 % 2,310,643 7 % 819,618 3 % Pakistan 531,471 4 % $ 2,067,506 16 % 1,353,091 4 % 2,231,561 8 % South Africa 933,927 7 % $ 1,378,781 11 % 933,927 3 % 1,378,781 5 % Argentina 443,474 3 % $ 1,058,308 8 % 806,452 2 % 1,409,147 5 % Algeria — 0 % $ 186,000 1 % 754,680 2 % 186,000 1 % Other 1,208,439 9 % $ 1,472,343 12 % 2,613,063 8 % 3,830,549 14 % Total revenue $ 12,937,802 100 % $ 12,631,409 100 % $ 32,803,667 100 % $ 28,163,090 100 % |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following: Balance at Transfer to Trigall Australia Amortization Currency Translation Adjustment Balance at December 31, 2022 Trade name $ 1,084,791 $ — $ ( 98,148 ) $ ( 3,290 ) $ 983,353 Customer relationships 5,499,815 — ( 176,526 ) ( 59,071 ) 5,264,218 GI customer list 42,983 — ( 3,582 ) — 39,401 Supply agreement 775,241 — ( 37,817 ) — 737,424 Grower relationships 1,331,581 — ( 52,703 ) — 1,278,878 Intellectual property 23,035,925 — ( 692,933 ) — 22,342,992 License agreement 1,986,598 ( 1,885,907 ) ( 75,610 ) ( 25,081 ) — Internal use software 338,893 — ( 33,889 ) — 305,004 $ 34,095,827 $ ( 1,885,907 ) $ ( 1,171,208 ) $ ( 87,442 ) $ 30,951,270 Balance at Other Additions and Disposals Amortization Currency Translation Adjustment Balance at Trade name $ 1,310,489 $ — $ ( 203,009 ) $ ( 22,689 ) $ 1,084,791 Customer relationships 6,302,591 — ( 373,393 ) ( 429,383 ) 5,499,815 Non-compete 5,058 — ( 5,058 ) — — GI customer list 50,146 — ( 7,163 ) — 42,983 Supply agreement 850,874 — ( 75,633 ) — 775,241 Grower relationships 1,436,988 — ( 105,407 ) — 1,331,581 Intellectual property 24,427,857 — ( 1,391,932 ) — 23,035,925 License agreement 2,340,269 — ( 172,004 ) ( 181,667 ) 1,986,598 Internal use software 406,670 — ( 67,777 ) — 338,893 $ 37,130,942 $ — $ ( 2,401,376 ) $ ( 633,739 ) $ 34,095,827 |
Intangible Assets (Future Amortization) | Estimated aggregate remaining amortization is as follows: 2023 2024 2025 2026 2027 Thereafter Amortization expense $ 1,080,323 $ 2,160,322 $ 2,119,891 $ 1,979,781 $ 1,928,897 $ 21,682,056 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Components of Property, Plant and Equipment | Components of property, plant and equipment were as follows: As of As of December 31, 2022 June 30, 2022 Land and improvements $ 2,260,672 $ 2,265,087 Buildings and improvements 8,130,736 8,119,960 Machinery and equipment 14,839,714 14,972,462 Vehicles 1,082,908 1,085,342 Leasehold improvements 552,811 552,810 Construction in progress 24,585 110,107 Total property, plant and equipment 26,891,426 27,105,768 Less: accumulated depreciation ( 11,184,855 ) ( 10,234,099 ) Property, plant and equipment, net $ 15,706,571 $ 16,871,669 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Total Debt Outstanding | Total debt outstanding is presented on the consolidated balance sheet as follows: December 31, 2022 June 30, 2022 Current portion of working capital lines of credit CIBC $ 16,207,360 $ 12,804,611 National Australia Bank Limited 24,473,556 338,314 National Australia Bank Limited Overdraft Facility 1,160,587 — Debt issuance costs ( 431,286 ) ( 464,028 ) Total current portion of working capital lines of credit, net 41,410,217 12,678,897 Long-term portion of working capital lines of credit, less current portion National Australia Bank Limited — 21,703,286 Total long-term portion of working capital lines of credit — 21,703,286 Total working capital lines of credit, net $ 41,410,217 $ 34,382,183 Current portion of long-term debt Finance leases $ 608,663 $ 804,309 Term Loan - National Australia Bank Limited 340,250 344,400 Machinery & equipment loans - National Australia Bank Limited 254,414 246,547 Machinery & equipment loans - Hyster 11,957 11,834 Vehicle loans - Ford Credit 40,341 40,341 Secured real estate note - Rooster 6,527,849 6,905,995 Debt issuance costs ( 39,574 ) ( 36,643 ) Total current portion, net 7,743,900 8,316,783 Long-term debt, less current portion Finance leases 239,238 500,723 Term loan - National Australia Bank Limited 2,381,750 2,410,800 Machinery & equipment loans - National Australia Bank Limited 1,022,603 963,733 Machinery & equipment loans - Hyster 22,331 28,722 Vehicle loans - Ford Credit 65,934 88,583 Debt issuance costs — ( 21 ) Total long-term portion, net 3,731,856 3,992,540 Total debt, net $ 11,475,756 $ 12,309,323 |
Schedule of Annual Maturities of Long-Term Debt Excluding Finance Lease Liabilities | The annual maturities of long-term debt, excluding finance lease liabilities, are as follows: Fiscal Year Amount 2023 $ 6,699,960 2024 675,326 2025 585,624 2026 2,351,682 2027 164,072 Thereafter 190,765 Total $ 10,667,429 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Schedule of Weighted Average Assumptions Used in Black-Scholes-Merton Model | At December 31, 2022 , there were 2,198,793 shares available under the 2019 Plan for future grants and awards. Weighted-average assumptions used in the Black-Scholes-Merton model are set forth below for the periods indicated: Six Months Ended December 31, 2022 Year Ended Risk free rate 2.87 % - 4.41 % 0.8 % - 1.1 % Dividend yield 0 0 % Volatility 64.7 % - 66.1 % 61.8 % - 62.4 % Average forfeiture assumptions 8.7 % 2.8 % |
Summary of Stock Option Activity | A summary of stock option activity for the six months ended December 31, 2022 and the year ended June 30, 2022 is presented below: Number of Weighted - Weighted- Aggregate Outstanding at June 30, 2021 3,776,568 $ 2.65 8.0 $ 3,962,766 Granted 994,725 2.63 Exercised ( 38,774 ) 2.33 Canceled/forfeited/expired ( 95,419 ) 2.82 Outstanding at June 30, 2022 4,637,100 2.64 6.6 — Granted 787,502 0.87 Exercised — — Canceled/forfeited/expired ( 844,545 ) 2.79 Outstanding at December 31, 2022 4,580,057 2.31 7.2 491,508 Options vested and exercisable at December 31, 2022 3,048,678 $ 2.63 6.2 $ 1,875.00 Options vested and expected to vest as of December 31, 2022 4,568,721 2.31 7.2 486,844 |
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 Weighted-Average Weighted-Average Nonvested restricted units outstanding at June 30, 2021 361,570 $ 2.51 1.3 Granted 304,421 2.78 — Vested ( 391,036 ) 2.62 — Forfeited ( 7,036 ) 2.35 — Nonvested restricted units outstanding at June 30, 2022 267,919 2.66 1.2 Granted 431,704 1.03 — Vested ( 192,952 ) 2.72 — Forfeited ( 8,750 ) 2.50 — Nonvested restricted units outstanding at December 31, 2022 497,921 1.22 1.7 |
Series B Convertible Preferre_2
Series B Convertible Preferred Stock (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Summary of Changes to Series B Convertible Preferred Stock | The following summarizes changes to the Series B Convertible Preferred Stock: Balance at June 30, 2021 $ - Issuance of preferred stock 4,638,521 Dividends accrued 127,541 Accretion of discount for warrants 38,757 Balance at June 30, 2022 $ 4,804,819 Dividends accrued 176,447 Accretion of discount for warrants 51,676 Balance at December 31, 2022 $ 5,032,942 |
Non-Cash Activities for State_2
Non-Cash Activities for Statements of Cash Flows (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Condensed Consolidated Statements of Cash Flows for Non-Cash Activities | The below table represents supplemental information to the Company’s condensed consolidated statements of cash flows for non-cash activities during the six months ended December 31, 2022 and 2021, respectively. Six Months Ended December 31, 2022 2021 Non-cash investing activities: Contribution of intangible assets to partnership in exchange for equity investment and promissory note $ 1,750,000 $ — ROU assets financed by lease liabilities — ( 122,863 ) Non-cash financing activities: Warrants issued for financial commitment asset 802,901 — Accretion of discount for Series B preferred stock warrants 51,676 — Dividends accrued for participating securities 176,447 — |
General - Additional Informatio
General - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 18 Months Ended | ||
Dec. 23, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Jun. 30, 2025 | Jun. 30, 2022 | |
Background And Organizations [Line Items] | |||||
Percentage of sale of investment in Bioceres, S.A. | 71.40% | ||||
Net proceeds from sale of marketable securities | $ 988,504 | $ 400,000 | |||
Gain on sale of marketable securities | $ 68,967 | $ 32,030 | |||
Trigall Australia Pty Ltd | |||||
Background And Organizations [Line Items] | |||||
Interest in joint venture | $ 2,000,000 | ||||
Investment ownership percentage | 20% | ||||
Gain on sale of investments | $ 1,800,000 | ||||
Capital contributions to be made | $ 560,000 | ||||
Trigall Australia Pty Ltd | Promissory Note | |||||
Background And Organizations [Line Items] | |||||
Promisory notes to be recieved | $ 1,000,000 | ||||
Shell | Trigall Australia Pty Ltd | |||||
Background And Organizations [Line Items] | |||||
Investment ownership percentage | 80% | ||||
Other Assets | |||||
Background And Organizations [Line Items] | |||||
Carrying value of investment | $ 367,980 | ||||
Other Assets | Trigall Australia Pty Ltd | Promissory Note | |||||
Background And Organizations [Line Items] | |||||
Interest in joint venture | $ 1,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) Customer | Dec. 31, 2021 USD ($) Customer | Dec. 31, 2022 USD ($) Customer shares | Dec. 31, 2021 USD ($) Customer | Jun. 30, 2022 USD ($) Customer | Feb. 08, 2023 USD ($) | Sep. 22, 2022 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||||||
Cash balances located outside of the United States | $ 420,595 | $ 420,595 | $ 811,551 | ||||
Disclosure on Geographic Areas, Fixed Assets | The net book value of fixed assets located outside the United States was 21% and 22% of total fixed assets at December 31, 2022 and June 30, 2022, respectively. Cash balances located outside of the United States may not be insured and totaled $420,595 and $811,551 at December 31, 2022 and June 30, 2022, respectively. | ||||||
Net loss | 5,990,593 | $ 9,781,565 | $ 10,505,796 | $ 16,195,806 | |||
Net cash used in operations | 8,399,653 | 8,065,824 | |||||
Cash on hand | 1,300,000 | 1,300,000 | |||||
Facility outstanding amount | 34,382,183 | ||||||
Allowance for doubtful trade receivables | 180,334 | 180,334 | 233,927 | ||||
Dividends accrued | 88,224 | $ 0 | 176,447 | 0 | 127,541 | ||
Accretion of discount for series B preferred stock warrants | 25,838 | 51,676 | $ 0 | $ 38,757 | |||
Dividends accrued undistributed earnings to allocate to participating securities | 0 | $ 0 | |||||
Employee Stock Options | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Anti-dilutive shares, excluded from computation of diluted loss per share | shares | 4,580,057 | ||||||
Restricted Stock Units (RSUs) | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Anti-dilutive shares, excluded from computation of diluted loss per share | shares | 497,921 | ||||||
Shares of Common Stock Related to MFP Loan Agreement | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Anti-dilutive shares, excluded from computation of diluted loss per share | shares | 1,333,400 | ||||||
Warrants Issued with Series B Convertible Preferred Stock | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Anti-dilutive shares, excluded from computation of diluted loss per share | shares | 559,350 | ||||||
CIBC | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Facility outstanding amount | 16,200,000 | $ 16,200,000 | |||||
Line of Credit | CIBC | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Minimum potential liquidity raised to meet covenant compliance | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | ||||
Line of Credit | CIBC | Subsequent Event | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Net due from related entities covenant maximum | $ 18,500,000 | ||||||
Non-US | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Concentration of risk fixed assets amount geographic area, percent of total | 21% | 21% | 22% | ||||
Customer Concentration Risk | Revenue | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Number of customers | Customer | 1 | 0 | 1 | 0 | |||
Customer Concentration Risk | One Customer | Revenue | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Concentration risk, percentage | 8% | 11% | |||||
Customer Concentration Risk | Significant Customer | Revenue | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Concentration risk, percentage | 10% | 10% | |||||
Credit Concentration Risk | Accounts Receivable | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Number of customers | Customer | 1 | ||||||
Credit Concentration Risk | One Customer | Accounts Receivable | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Concentration risk, percentage | 15% | ||||||
Credit Concentration Risk | Significant Customer | Accounts Receivable | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Number of customers | Customer | 0 | ||||||
Credit Concentration Risk | Significant Customer | Accounts Receivable | Minimum | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Concentration risk, percentage | 10% | ||||||
Geographic Concentration Risk | Revenue | Non-US | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Concentration risk, percentage | 86% | 81% | 81% | 78% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Components of Inventory (Details) - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 3,808,923 | $ 2,645,764 |
Work in progress | 11,035,458 | 6,677,980 |
Finished goods | 38,107,714 | 45,192,150 |
Inventories, net | $ 52,952,095 | $ 54,515,894 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Calculation of Net Loss Per Common Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Numerator: | |||||
Net loss attributable to S&W Seed Company | $ (5,986,005) | $ (9,795,102) | $ (10,494,946) | $ (16,195,077) | |
Dividends accrued for participating securities | (88,224) | 0 | (176,447) | 0 | $ (127,541) |
Accretion of Series B Preferred Stock redemption value | (25,838) | 0 | (51,676) | 0 | |
Numerator for net loss per common share - basic and diluted | $ (6,100,067) | $ (9,795,102) | $ (10,723,069) | $ (16,195,077) | |
Denominator: | |||||
Weighted average shares outstanding - basic | 42,651,270 | 38,461,049 | 42,627,645 | 37,617,457 | |
Weighted average shares outstanding - diluted | 42,651,270 | 38,461,049 | 42,627,645 | 37,617,457 | |
Net loss per common share - basic | $ (0.14) | $ (0.25) | $ (0.25) | $ (0.43) | |
Net loss per common share - diluted | $ (0.14) | $ (0.25) | $ (0.25) | $ (0.43) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Assets and Liabilities Recognized and Measured at Fair Value on Recurring Basis (Details) - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 |
Level 1 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Foreign exchange contract liability | $ 0 | $ 0 |
Total | 0 | 0 |
Level 2 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Foreign exchange contract liability | 1,009,469 | 996,106 |
Total | 1,009,469 | 996,106 |
Level 3 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Foreign exchange contract liability | 0 | 0 |
Total | $ 0 | $ 0 |
Leases - Summary of Components
Leases - Summary of Components of Lease Assets and Liabilities (Details) - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 |
Lessee Disclosure [Abstract] | ||
Right of use assets - operating leases | $ 4,234,241 | $ 4,094,253 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Right of use assets - operating leases | |
Right of use assets - finance leases | $ 2,011,082 | |
Accumulated amortization - finance leases | (1,361,998) | |
Right of use assets - finance leases, net | $ 649,084 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other assets | |
Total lease assets | $ 4,883,325 | |
Current lease liabilities - finance leases | $ 608,663 | 804,309 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Current portion of long-term debt, net | |
Current lease liabilities - operating leases | $ 1,429,482 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued expenses and other current liabilities | |
Long-term portion of lease liabilities - finance leases | $ 239,238 | $ 500,723 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Long-term debt, net, less current portion | |
Long-term portion of lease liabilities - operating leases | $ 3,078,345 | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other non-current liabilities | |
Total lease liabilities | $ 5,355,728 |
Leases - Summary of Component_2
Leases - Summary of Components of Lease Cost (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Dec. 31, 2022 | Dec. 31, 2022 | |
Lessee Lease Description [Line Items] | ||
Total lease costs | $ 445,713 | $ 976,744 |
Cost of Revenue | ||
Lessee Lease Description [Line Items] | ||
Operating lease cost | 163,389 | 347,249 |
Selling, General and Administrative Expenses | ||
Lessee Lease Description [Line Items] | ||
Operating lease cost | 54,914 | 110,248 |
Research and Development Expenses | ||
Lessee Lease Description [Line Items] | ||
Operating lease cost | 88,620 | 224,817 |
Depreciation and Amortization | ||
Lessee Lease Description [Line Items] | ||
Finance lease cost | 125,949 | 265,639 |
Interest Expense | ||
Lessee Lease Description [Line Items] | ||
Finance lease cost | $ 12,841 | $ 28,791 |
Leases - Summary of Maturities
Leases - Summary of Maturities of Lease Liabilities (Details) | Dec. 31, 2022 USD ($) |
Operating Leases | |
2023 | $ 907,671 |
2024 | 1,527,845 |
2025 | 1,024,653 |
2026 | 791,258 |
2027 | 509,239 |
Thereafter | 102,165 |
Total lease payments | 4,862,831 |
Less: Interest | (355,004) |
Present value of lease liabilities | 4,507,827 |
Finance Leases | |
2023 | 440,777 |
2024 | 321,631 |
2025 | 98,337 |
2026 | 23,091 |
Total lease payments | 883,836 |
Less: Interest | (35,935) |
Present value of lease liabilities | $ 847,901 |
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, 2022 USD ($) | |
Lessee Disclosure [Abstract] | |
Operating lease remaining lease term | 3 years 6 months |
Operating lease discount rate | 4.14% |
Finance lease remaining lease term | 1 year 2 months 12 days |
Finance lease discount rate | 5.49% |
Cash paid for operating leases | $ 603,304 |
Cash paid for finance leases | $ 527,384 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue Recognition [Line Items] | |||
Maximum term of payments for transfer goods and services | 1 year | ||
Bad debt expense | $ 30,212 | $ (125,209) | $ 221,163 |
Revenue recognized | $ 600,000 | $ 400,000 | |
Minimum | |||
Revenue Recognition [Line Items] | |||
Term of customer invoice payment | 30 days | ||
Maximum | |||
Revenue Recognition [Line Items] | |||
Term of customer invoice payment | 180 days |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 12,937,802 | $ 12,631,409 | $ 32,803,667 | $ 28,163,090 |
Seed Sales | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 12,834,831 | 11,818,392 | 32,672,618 | 26,723,793 |
Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 102,971 | $ 813,017 | $ 131,049 | $ 1,439,297 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Revenues and Percentage of Revenue from External Customers by Country (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | $ 12,937,802 | $ 12,631,409 | $ 32,803,667 | $ 28,163,090 |
Revenue from external customers by country, percentage | 100% | 100% | 100% | 100% |
Saudi Arabia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | $ 2,165,680 | $ 1,680,546 | $ 7,337,966 | $ 5,147,756 |
Revenue from external customers by country, percentage | 17% | 13% | 22% | 18% |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | $ 1,843,826 | $ 2,404,078 | $ 6,104,580 | $ 6,069,406 |
Revenue from external customers by country, percentage | 14% | 19% | 19% | 22% |
Australia | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | $ 2,501,634 | $ 2,245,847 | $ 5,059,366 | $ 5,679,852 |
Revenue from external customers by country, percentage | 19% | 18% | 15% | 20% |
Libya | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | $ 1,162 | $ 44,000 | $ 2,999,209 | $ 1,088,000 |
Revenue from external customers by country, percentage | 0% | 0% | 9% | 4% |
Mexico | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | $ 1,799,590 | $ 94,000 | $ 2,530,690 | $ 322,420 |
Revenue from external customers by country, percentage | 14% | 1% | 8% | 1% |
Sudan | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | $ 1,508,599 | $ 2,310,643 | $ 819,618 | |
Revenue from external customers by country, percentage | 12% | 0% | 7% | 3% |
Pakistan | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | $ 531,471 | $ 2,067,506 | $ 1,353,091 | $ 2,231,561 |
Revenue from external customers by country, percentage | 4% | 16% | 4% | 8% |
South Africa | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | $ 933,927 | $ 1,378,781 | $ 933,927 | $ 1,378,781 |
Revenue from external customers by country, percentage | 7% | 11% | 3% | 5% |
Argentina | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | $ 443,474 | $ 1,058,308 | $ 806,452 | $ 1,409,147 |
Revenue from external customers by country, percentage | 3% | 8% | 2% | 5% |
Algeria | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | $ 186,000 | $ 754,680 | $ 186,000 | |
Revenue from external customers by country, percentage | 0% | 1% | 2% | 1% |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | $ 1,208,439 | $ 1,472,343 | $ 2,613,063 | $ 3,830,549 |
Revenue from external customers by country, percentage | 9% | 12% | 8% | 14% |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Amortization expense | $ 581,212 | $ 601,649 | $ 1,171,208 | $ 1,206,138 | $ 2,401,376 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | $ 34,095,827 | $ 37,130,942 | $ 37,130,942 | ||
Other Additions and Disposals/ Transfer | 0 | ||||
Intangible amortization expense | $ (581,212) | $ (601,649) | (1,171,208) | (1,206,138) | (2,401,376) |
Intangible currency translation adjustment | (87,442) | (633,739) | |||
Intangible asset | 30,951,270 | 30,951,270 | 34,095,827 | ||
Trigall Australia | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Other Additions and Disposals/ Transfer | (1,885,907) | ||||
Trade Name | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | 1,084,791 | 1,310,489 | 1,310,489 | ||
Other Additions and Disposals/ Transfer | 0 | ||||
Intangible amortization expense | (98,148) | (203,009) | |||
Intangible currency translation adjustment | (3,290) | (22,689) | |||
Intangible asset | 983,353 | 983,353 | 1,084,791 | ||
Trade Name | Trigall Australia | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Other Additions and Disposals/ Transfer | 0 | ||||
Customer Relationships | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | 5,499,815 | 6,302,591 | 6,302,591 | ||
Other Additions and Disposals/ Transfer | 0 | ||||
Intangible amortization expense | (176,526) | (373,393) | |||
Intangible currency translation adjustment | (59,071) | (429,383) | |||
Intangible asset | 5,264,218 | 5,264,218 | 5,499,815 | ||
Customer Relationships | Trigall Australia | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Other Additions and Disposals/ Transfer | 0 | ||||
Non-compete | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | 0 | 5,058 | 5,058 | ||
Other Additions and Disposals/ Transfer | 0 | ||||
Intangible amortization expense | (5,058) | ||||
Intangible currency translation adjustment | 0 | ||||
Intangible asset | 0 | ||||
GI Customer list | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | 42,983 | 50,146 | 50,146 | ||
Other Additions and Disposals/ Transfer | 0 | ||||
Intangible amortization expense | (3,582) | (7,163) | |||
Intangible currency translation adjustment | 0 | 0 | |||
Intangible asset | 39,401 | 39,401 | 42,983 | ||
GI Customer list | Trigall Australia | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Other Additions and Disposals/ Transfer | 0 | ||||
Supply Agreement | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | 775,241 | 850,874 | 850,874 | ||
Other Additions and Disposals/ Transfer | 0 | ||||
Intangible amortization expense | (37,817) | (75,633) | |||
Intangible currency translation adjustment | 0 | 0 | |||
Intangible asset | 737,424 | 737,424 | 775,241 | ||
Supply Agreement | Trigall Australia | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Other Additions and Disposals/ Transfer | 0 | ||||
Grower Relationships | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | 1,331,581 | 1,436,988 | 1,436,988 | ||
Other Additions and Disposals/ Transfer | 0 | ||||
Intangible amortization expense | (52,703) | (105,407) | |||
Intangible currency translation adjustment | 0 | 0 | |||
Intangible asset | 1,278,878 | 1,278,878 | 1,331,581 | ||
Grower Relationships | Trigall Australia | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Other Additions and Disposals/ Transfer | 0 | ||||
Intellectual Property | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | 23,035,925 | 24,427,857 | 24,427,857 | ||
Other Additions and Disposals/ Transfer | 0 | ||||
Intangible amortization expense | (692,933) | (1,391,932) | |||
Intangible currency translation adjustment | 0 | 0 | |||
Intangible asset | 22,342,992 | 22,342,992 | 23,035,925 | ||
Intellectual Property | Trigall Australia | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Other Additions and Disposals/ Transfer | 0 | ||||
License agreement | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | 1,986,598 | 2,340,269 | 2,340,269 | ||
Other Additions and Disposals/ Transfer | 0 | ||||
Intangible amortization expense | (75,610) | (172,004) | |||
Intangible currency translation adjustment | (25,081) | (181,667) | |||
Intangible asset | 0 | 0 | 1,986,598 | ||
License agreement | Trigall Australia | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Other Additions and Disposals/ Transfer | (1,885,907) | ||||
Internal use software | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | 338,893 | $ 406,670 | 406,670 | ||
Other Additions and Disposals/ Transfer | 0 | ||||
Intangible amortization expense | (33,889) | (67,777) | |||
Intangible currency translation adjustment | 0 | 0 | |||
Intangible asset | $ 305,004 | 305,004 | $ 338,893 | ||
Internal use software | Trigall Australia | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Other Additions and Disposals/ Transfer | $ 0 |
Intangible Assets - Intangible
Intangible Assets - Intangible Assets (Future Amortization) (Details) | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 1,080,323 |
2024 | 2,160,322 |
2025 | 2,119,891 |
2026 | 1,979,781 |
2027 | 1,928,897 |
Thereafter | $ 21,682,056 |
Property, Plant and Equipment -
Property, Plant and Equipment - Components of Property, Plant and Equipment (Details) - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 26,891,426 | $ 27,105,768 |
Less: accumulated depreciation | (11,184,855) | (10,234,099) |
Property, plant and equipment, net | 15,706,571 | 16,871,669 |
Land and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 2,260,672 | 2,265,087 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 8,130,736 | 8,119,960 |
Machinery and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 14,839,714 | 14,972,462 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 1,082,908 | 1,085,342 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 552,811 | 552,810 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 24,585 | $ 110,107 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 546,743 | $ 614,078 | $ 1,153,491 | $ 1,184,588 |
Debt - Schedule of Total Debt O
Debt - Schedule of Total Debt Outstanding (Details) - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 |
Current portion of working capital lines of credit | ||
Total current portion of working capital lines of credit, net | $ 41,410,217 | $ 12,678,897 |
Long-term portion of working capital lines of credit, less current portion | ||
Total long-term portion of working capital lines of credit | 0 | 21,703,286 |
Total working capital lines of credit, net | 34,382,183 | |
Current portion of long-term debt | ||
Finance leases, Current | 608,663 | 804,309 |
Total current portion, net | 7,743,900 | 8,316,783 |
Long-term debt, less current portion | ||
Finance leases, Noncurrent | 239,238 | 500,723 |
Total long-term portion, net | 3,731,856 | 3,992,540 |
Total debt, net | 11,475,756 | 12,309,323 |
CIBC | ||
Current portion of working capital lines of credit | ||
Total current portion of working capital lines of credit, net | 16,207,360 | 12,804,611 |
Long-term portion of working capital lines of credit, less current portion | ||
Total working capital lines of credit, net | 16,200,000 | |
National Australia Bank Limited | ||
Current portion of working capital lines of credit | ||
Total current portion of working capital lines of credit, net | 24,473,556 | 338,314 |
Long-term portion of working capital lines of credit, less current portion | ||
Total long-term portion of working capital lines of credit | 21,703,286 | |
Total working capital lines of credit, net | 41,410,217 | |
National Australia Bank Limited Overdraft Facility | ||
Current portion of working capital lines of credit | ||
Total current portion of working capital lines of credit, net | 1,160,587 | 0 |
CIBC and NAB | ||
Current portion of long-term debt | ||
Debt issuance costs,Current | (431,286) | (464,028) |
Term Loan Long Term Current | National Australia Bank Limited | ||
Current portion of long-term debt | ||
Secured Debt, Current | 340,250 | 344,400 |
Machinery & Equipment Loans Long Term Current | National Australia Bank Limited | ||
Current portion of long-term debt | ||
Secured Debt, Current | 254,414 | 246,547 |
Machinery & Equipment Loans Long Term Current | Hyster | ||
Current portion of long-term debt | ||
Secured Debt, Current | 11,957 | 11,834 |
Long-term debt, less current portion | ||
Secured Long-term Debt, Noncurrent | 22,331 | 28,722 |
Rooster RE Short | ||
Current portion of long-term debt | ||
Debt issuance costs,Current | (39,574) | (36,643) |
Secured Debt, Current | 6,527,849 | 6,905,995 |
Vehicle Loans | Ford Credit | ||
Current portion of long-term debt | ||
Secured Debt, Current | 40,341 | 40,341 |
Long-term debt, less current portion | ||
Secured Long-term Debt, Noncurrent | 65,934 | 88,583 |
Debt issuance costs, Noncurrent | (21) | |
Term Loan Long Term Non Current | National Australia Bank Limited | ||
Long-term debt, less current portion | ||
Secured Long-term Debt, Noncurrent | 2,381,750 | 2,410,800 |
Machinery & Equipment Loans long Term | National Australia Bank Limited | ||
Long-term debt, less current portion | ||
Secured Long-term Debt, Noncurrent | $ 1,022,603 | $ 963,733 |
Debt - CIBC Credit Facility - A
Debt - CIBC Credit Facility - Additional Information (Details) - USD ($) | Oct. 28, 2022 | May 13, 2022 | Dec. 26, 2019 | Dec. 31, 2022 | Sep. 22, 2022 |
Line Of Credit Facility [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 9,000,000 | ||||
CIBC | |||||
Line Of Credit Facility [Line Items] | |||||
Line of credit and security agreement date | Dec. 26, 2019 | ||||
Line of credit facility, maximum borrowing capacity | $ 35,000,000 | $ 4,800,000 | |||
Borrowing base value of an eligible inventory sublimit | $ 12,000,000 | $ 9,000,000 | |||
CIBC | Line of Credit | |||||
Line Of Credit Facility [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 21,000,000 | $ 18,000,000 | |||
Minimum potential liquidity raised to meet covenant compliance | $ 1,000,000 | $ 1,000,000 |
Debt - Rooster Note - Additiona
Debt - Rooster Note - Additional Information (Details) - Conterra - USD ($) $ in Millions | Feb. 06, 2023 | Dec. 23, 2022 | Nov. 30, 2017 |
Line Of Credit Facility [Line Items] | |||
Debt instrument, interest rate | 9.25% | 7.75% | |
Subsequent Event | |||
Line Of Credit Facility [Line Items] | |||
Outstanding principal and accrued interest paid off | $ 7 |
Debt - NAB Facilities - Additio
Debt - NAB Facilities - Additional Information (Details) | 6 Months Ended | |||||
Dec. 31, 2022 USD ($) | Feb. 08, 2023 USD ($) | Dec. 31, 2022 AUD ($) | Oct. 25, 2022 AUD ($) | Sep. 22, 2022 USD ($) | Jun. 30, 2022 USD ($) | |
Line Of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 9,000,000 | |||||
Facility outstanding amount | $ 34,382,183 | |||||
Master Asset Finance Facility | ||||||
Line Of Credit Facility [Line Items] | ||||||
Facility outstanding amount | $ 2,900,000 | $ 4,300,000 | ||||
Net due from related entities covenant maximum | $ 25,000,000 | |||||
Master Asset Finance Facility | Subsequent Event | ||||||
Line Of Credit Facility [Line Items] | ||||||
Net due from related entities covenant maximum | $ 18,500,000 | |||||
National Australia Bank Limited | ||||||
Line Of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | 10,200,000 | 15,000,000 | ||||
Facility outstanding amount | 41,410,217 | |||||
National Australia Bank Limited | Borrowing Base Line | Minimum | ||||||
Line Of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | 21,800,000 | 32,000,000 | ||||
National Australia Bank Limited | Borrowing Base Line | Maximum | ||||||
Line Of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | 27,200,000 | 40,000,000 | ||||
National Australia Bank Limited | Overdraft Credit | Minimum | ||||||
Line Of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | 700,000 | 1,000,000 | ||||
National Australia Bank Limited | Overdraft Credit | Maximum | ||||||
Line Of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 1,400,000 | 2,000,000 | ||||
National Australia Bank Limited | Master Asset Finance Facility | ||||||
Line Of Credit Facility [Line Items] | ||||||
Line of credit facility, termination date | Sep. 29, 2023 | |||||
Line of credit facility, expiration extended period | 1 year | |||||
National Australia Bank Ltd Facility | ||||||
Line Of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 33,300,000 | $ 49,000,000 | ||||
National Australia Bank Ltd Facility | Line of Credit | ||||||
Line Of Credit Facility [Line Items] | ||||||
Net due from related entities covenant maximum | $ 25,000,000 |
Debt - MFP Loan Agreement - Add
Debt - MFP Loan Agreement - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Oct. 28, 2022 | Sep. 22, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | |
Line of Credit Facility [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 9,000,000 | |||
Subordinated loan & security agreement warrants | $ 656,427 | $ 802,901 | ||
Standby Letters of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Debt face amount | $ 12,000,000 | $ 9,000,000 | ||
MFP Loan Agreement | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, maturity date | Nov. 30, 2025 | |||
Line of credit facility, maximum borrowing capacity | $ 12,000,000 | $ 9,000,000 | ||
Line of credit facility, unused capacity commitment fee percentage | 3.50% | |||
Debt instrument, percentage of interest payable in cash | 50% | |||
Debt instrument, percentage of interest paid in kind | 50% | |||
Warrant exercise price per share | $ 1.60 | $ 1.60 | ||
Warrant expiration term | 5 years | 5 years | ||
MFP Loan Agreement | Letter of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, maturity date | Jan. 23, 2023 | |||
MFP Loan Agreement | Reference Rate Floor | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, interest rate | 1.25% | |||
MFP Loan Agreement | SOFR | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 9.25% |
Debt - Schedule of Annual Matur
Debt - Schedule of Annual Maturities of Long-Term Debt Excluding Finance Lease Liabilites (Details) | Dec. 31, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 6,699,960 |
2024 | 675,326 |
2025 | 585,624 |
2026 | 2,351,682 |
2027 | 164,072 |
Thereafter | 190,765 |
Total | $ 10,667,429 |
Foreign Currency Forward Cont_2
Foreign Currency Forward Contracts and Options - Additional Information (Details) | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 AUD ($) | Jun. 30, 2022 USD ($) | |
Foreign Currency Forward Contracts and Options [Line Items] | ||||||
Foreign exchange contract liability | $ 1,009,469 | $ 1,009,469 | $ 996,106 | |||
Gain (losses) on foreign exchange contracts | (176,624) | $ (258,482) | (367,539) | $ (421,028) | ||
Options intrinsic value | 0 | $ 0 | ||||
Prepaid Expenses and Other Current Assets | ||||||
Foreign Currency Forward Contracts and Options [Line Items] | ||||||
Option premiums value | $ 42,080 | |||||
Minimum | ||||||
Foreign Currency Forward Contracts and Options [Line Items] | ||||||
Foreign currency maturity term | 2023-01 | |||||
Maximum | ||||||
Foreign Currency Forward Contracts and Options [Line Items] | ||||||
Foreign currency maturity term | 2023-06 | |||||
Foreign Currency Forward Contracts | ||||||
Foreign Currency Forward Contracts and Options [Line Items] | ||||||
Foreign currency forward contracts, notional value | 18,760,948 | $ 18,760,948 | ||||
Gain (losses) on foreign exchange contracts | $ 484,518 | $ (13,256) | $ (19,466) | $ (252,059) | ||
Foreign Currency Options | ||||||
Foreign Currency Forward Contracts and Options [Line Items] | ||||||
Foreign currency forward contracts, notional value | $ 8,451,123 |
Equity - Additional Information
Equity - Additional Information (Details) - MFP Loan Agreement - USD ($) | 6 Months Ended | |||
Oct. 28, 2022 | Sep. 22, 2022 | Dec. 31, 2022 | Dec. 22, 2022 | |
Class Of Stock [Line Items] | ||||
Warrants to purchase of common stock | 166,700 | 500,000 | 1,333,400 | 666,700 |
Warrant exercise price per share | $ 1.60 | $ 1.60 | ||
Warrant expiration term | 5 years | 5 years | ||
Warrants capitalized | $ 802,901 | |||
Interest expense amortized | $ 291,487 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Options granted | 787,502 | ||||
Stock-based compensation, total compensation cost not yet recognized, period for recognition | 1 year 11 months 4 days | ||||
Stock-based compensation | $ 305,894 | $ 1,014,203 | $ 762,006 | $ 1,418,515 | |
Restricted Stock Units | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Stock-based compensation, total compensation cost not yet recognized, period for recognition | 1 year 8 months 19 days | ||||
Number of restricted stock units issued | 431,704 | 304,421 | |||
Fair value of awards granted | $ 443,375 | $ 829,780 | |||
Unrecognized stock compensation expense related to restricted stock grants | $ 546,369 | $ 546,369 | |||
Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Exercise price, upper range Limit | $ 1.04 | ||||
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 | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Exercise price, lower range limit | $ 0.81 | ||||
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 | ||||
2019 Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares available for issuance of grants | 2,198,793 | 2,198,793 | |||
2009 and 2019 Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock options granted, weighted average grant date fair value | $ 0.47 | $ 0.47 | |||
Unrecognized stock compensation expense, net of estimated forfeitures, related to options | $ 1,019,195 | $ 1,019,195 |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Weighted Average Assumptions (Details) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Jun. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk free rate, minimum | 2.87% | 0.80% |
Risk free rate, maximum | 4.41% | 1.10% |
Dividend yield | 0% | 0% |
Volatility, minimum | 64.70% | 61.80% |
Volatility, maximum | 66.10% | 62.40% |
Average forfeiture assumptions | 8.70% | 2.80% |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary Of Stock Option Activity (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||
Options, Outstanding as of beginning of period | 4,637,100 | 3,776,568 | |
Options, Granted | 787,502 | 994,725 | |
Options, Exercised | (38,774) | ||
Options, Canceled/forfeited/expired | (844,545) | (95,419) | |
Options, Outstanding as of end of period | 4,580,057 | 4,637,100 | 3,776,568 |
Options, vested and exercisable at end of period | 3,048,678 | ||
Options, vested and expected to vest | 4,568,721 | ||
Weighted-Average Exercise Prices, Outstanding as of beginning of period | $ 2.64 | $ 2.65 | |
Weighted-Average Exercise Prices, Granted | 0.87 | 2.63 | |
Weighted-Average Exercise Prices, Exercised | 0 | 2.33 | |
Weighted-Average Exercise Prices, Canceled/forfeited/expired | 2.79 | 2.82 | |
Weighted-Average Exercise Prices, Outstanding as of end of period | 2.31 | $ 2.64 | $ 2.65 |
Weighted-Average Exercise Prices, vested and exercisable | 2.63 | ||
Weighted-Average Exercise Price, vested and expected to vest | $ 2.31 | ||
Options Outstanding, Weighted-Average Remaining Contractual Term (in years) | 7 years 2 months 12 days | 6 years 7 months 6 days | 8 years |
Weighted-Average Remaining Contractual Term (in years), vested and exercisable | 6 years 2 months 12 days | ||
Weighted-Average Remaining Contractual Term (in years), vested and expected to vest | 7 years 2 months 12 days | ||
Options, Outstanding, Aggregate Intrinsic Value | $ 491,508 | $ 3,962,766 | |
Options, vested and exercisable, Aggregate Intrinsic Value | 1,875 | ||
Options, vested and expected to vest, Aggregate Intrinsic Value | $ 486,844 |
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, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Nonvested Restricted Stock Units Outstanding, Beginning | 267,919 | 361,570 | |
Number of Nonvested Restricted Stock Units, Granted | 431,704 | 304,421 | |
Number of Nonvested Restricted Stock Units, Vested | (192,952) | (391,036) | |
Number of Nonvested Restricted Stock Units, Forfeited | (8,750) | (7,036) | |
Number of Nonvested Restricted Stock Units Outstanding, Ending | 497,921 | 267,919 | 361,570 |
Weighted-Average Grant Date Fair Value, Beginning | $ 2.66 | $ 2.51 | |
Weighted-Average Grant Date Fair Value, Granted | 1.03 | 2.78 | |
Weighted-Average Grant Date Fair Value, Vested | 2.72 | 2.62 | |
Weighted-Average Grant Date Fair Value, Forfeited | 2.50 | 2.35 | |
Weighted-Average Grant Date Fair Value, Ending | $ 1.22 | $ 2.66 | $ 2.51 |
Weighted-Average Remaining Contractual Life (Years) | 1 year 8 months 12 days | 1 year 2 months 12 days | 1 year 3 months 18 days |
Series B Convertible Preferre_3
Series B Convertible Preferred Stock - Additional Information (Details) | 6 Months Ended |
Dec. 31, 2022 shares | |
MEZZANINE EQUITY | |
Temporary Equity [Line Items] | |
Issuances and conversion of preferred stock to common stock | 0 |
Series B Convertible Preferre_4
Series B Convertible Preferred Stock - Summary of Changes to Series B Convertible Preferred Stock (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |||||
Mezzanine Equity Beginning Balance, amount | $ 4,804,819 | ||||
Issuance of preferred stock | $ 4,638,521 | ||||
Dividends accrued | $ 88,224 | $ 0 | 176,447 | $ 0 | 127,541 |
Accretion of discount for warrants | 25,838 | 51,676 | $ 0 | 38,757 | |
Mezzanine Equity Ending Balance, amount | $ 5,032,942 | $ 5,032,942 | $ 4,804,819 |
Non-Cash Activities for State_3
Non-Cash Activities for Statements of Cash Flows - Schedule of Condensed Consolidated Statements of Cash Flows for Non-Cash Activities (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Non-cash investing activities: | |||||
Contribution of intangible assets to joint venture in exchange for equity investment and promissory note | $ 1,750,000 | $ 0 | |||
ROU assets financed by lease liabilities | 0 | (122,863) | |||
Non-cash financing activities: | |||||
Warrants issued for financial commitment asset | 802,901 | 0 | |||
Accretion of discount for series B preferred stock warrants | $ 25,838 | 51,676 | 0 | $ 38,757 | |
Dividends accrued for participating securities | $ 88,224 | $ 0 | $ 176,447 | $ 0 | $ 127,541 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ in Millions, $ in Millions | Feb. 06, 2023 USD ($) | Feb. 08, 2023 USD ($) | Oct. 25, 2022 AUD ($) |
Master Asset Finance Facility | |||
Subsequent Event [Line Items] | |||
Net due from related entities covenant maximum | $ 25 | ||
Subsequent Event | Master Asset Finance Facility | |||
Subsequent Event [Line Items] | |||
Net due from related entities covenant maximum | $ 18.5 | ||
Subsequent Event | Shell | |||
Subsequent Event [Line Items] | |||
Purchase membership interest percentage | 6% | ||
Payment made to parent in exchange for ownership interest | $ 7 | ||
Subsequent Event | Shell | Minimum | |||
Subsequent Event [Line Items] | |||
Purchase additional interest in joint venture | 7.1 | ||
Subsequent Event | Shell | Maximum | |||
Subsequent Event [Line Items] | |||
Purchase additional interest in joint venture | $ 12 | ||
Subsequent Event | Vision Bioenergy | |||
Subsequent Event [Line Items] | |||
Ownership interest | 34% | ||
Additional ownership percentage | 10% | ||
Subsequent Event | Vision Bioenergy | Shell | |||
Subsequent Event [Line Items] | |||
Ownership interest | 66% | ||
Contribution made in exchange for ownership interest | $ 13 | ||
Additional contribution agreed to fund joint venture in 1 year | 6 | ||
Additional payment made to parent in exchange for ownership interest | $ 12 |