Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2020 | May 12, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | S&W Seed Co | |
Entity Central Index Key | 0001477246 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity File Number | 001-34719 | |
Entity Tax Identification Number | 27-1275784 | |
Entity Address, Address Line One | 2101 Ken Pratt Blvd | |
Entity Address, Address Line Two | Suite 201 | |
Entity Address, City or Town | Longmont | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80501 | |
City Area Code | 720 | |
Local Phone Number | 506-9191 | |
Entity Common Stock, Shares Outstanding | 33,416,204 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 | |
Trading Symbol | SANW | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | NV | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2020 | Jun. 30, 2019 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 8,466,437 | $ 3,431,802 |
Accounts receivable, net | 19,254,556 | 13,380,464 |
Inventories, net | 70,807,964 | 71,295,520 |
Prepaid expenses and other current assets | 1,746,268 | 1,687,490 |
Assets held for sale | 0 | 1,850,000 |
TOTAL CURRENT ASSETS | 100,275,225 | 91,645,276 |
Property, plant and equipment, net | 20,628,422 | 20,634,949 |
Intangibles, net | 37,854,710 | 32,714,484 |
Goodwill | 2,381,684 | 0 |
Other assets | 6,459,625 | 1,369,560 |
TOTAL ASSETS | 167,599,666 | 146,364,269 |
CURRENT LIABILITIES | ||
Accounts payable | 14,739,329 | 6,930,829 |
Deferred revenue | 8,416,430 | 9,054,549 |
Accrued expenses and other current liabilities | 8,017,363 | 6,073,110 |
Lines of credit, net | 28,145,189 | 10,755,548 |
Current portion of long-term debt, net | 1,755,905 | 1,113,502 |
TOTAL CURRENT LIABILITIES | 61,074,216 | 33,927,538 |
Long-term debt, net, less current portion | 13,852,560 | 12,158,095 |
Contingent consideration obligation | 4,037,922 | 0 |
Other non-current liabilities | 3,418,905 | 280,424 |
TOTAL LIABILITIES | 82,383,603 | 46,366,057 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, $0.001 par value; 50,000,000 shares authorized; 33,423,019 issued and 33,398,019 outstanding at March 31, 2020; 33,303,218 issued and 33,278,218 outstanding at June 30, 2019; | 33,423 | 33,303 |
Treasury stock, at cost, 25,000 shares | (134,196) | (134,196) |
Additional paid-in capital | 137,480,467 | 136,751,875 |
Accumulated deficit | (45,338,714) | (30,466,618) |
Accumulated other comprehensive loss | (6,679,462) | (6,138,467) |
Noncontrolling interests | (145,455) | (47,685) |
TOTAL STOCKHOLDERS' EQUITY | 85,216,063 | 99,998,212 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 167,599,666 | $ 146,364,269 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2020 | Jun. 30, 2019 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 33,423,019 | 33,303,218 |
Common stock, shares outstanding | 33,398,019 | 33,278,218 |
Treasury stock, shares | 25,000 | 25,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue | ||||
Total revenue | $ 29,091,884 | $ 18,176,166 | $ 53,717,442 | $ 62,877,299 |
Revenue from Contract with Customer, Product and Service [Extensible List] | sanw:SeedMillingAndResearchAndDevelopmentServicesMember | sanw:SeedMillingAndResearchAndDevelopmentServicesMember | sanw:SeedMillingAndResearchAndDevelopmentServicesMember | sanw:SeedMillingAndResearchAndDevelopmentServicesMember |
Cost of revenue | ||||
Total cost of revenue | $ 22,667,126 | $ 13,388,470 | $ 42,027,439 | $ 47,942,933 |
Type of Cost, Good or Service [Extensible List] | sanw:SeedMillingAndResearchAndDevelopmentServicesMember | sanw:SeedMillingAndResearchAndDevelopmentServicesMember | sanw:SeedMillingAndResearchAndDevelopmentServicesMember | sanw:SeedMillingAndResearchAndDevelopmentServicesMember |
Gross profit | $ 6,424,758 | $ 4,787,696 | $ 11,690,003 | $ 14,934,366 |
Operating expenses | ||||
Selling, general and administrative expenses | 5,895,984 | 4,610,471 | 15,663,907 | 11,840,547 |
Research and development expenses | 2,041,650 | 1,824,613 | 5,301,714 | 4,190,280 |
Depreciation and amortization | 1,209,433 | 1,171,057 | 3,620,235 | 3,061,771 |
Gain on disposal of property, plant and equipment | (7,719) | (97,483) | (20,794) | (94,020) |
Total operating expenses | 9,139,348 | 7,508,658 | 24,565,062 | 18,998,578 |
Loss from operations | (2,714,590) | (2,720,962) | (12,875,059) | (4,064,212) |
Other expense | ||||
Foreign currency loss (gain) | 81,574 | 4,793 | 67,399 | (53,638) |
Reduction of anticipated loss on sub-lease land | (141,373) | (141,373) | ||
Change in estimated value of assets held for sale | 92,931 | |||
Loss on extinguishment of debt | 140,638 | 0 | ||
Interest expense - amortization of debt discount | 96,222 | 103,362 | 393,935 | 238,754 |
Interest expense | 444,401 | 758,669 | 1,382,680 | 2,057,377 |
Loss before income taxes | (3,336,787) | (3,446,413) | (14,952,642) | (6,165,332) |
Provision (benefit) for income taxes | (7,296) | (82,411) | 17,224 | (77,878) |
Net loss | (3,329,491) | (3,364,002) | (14,969,866) | (6,087,454) |
Net loss attributed to noncontrolling interests | (47,742) | (22,102) | (97,770) | (429) |
Net loss attributable to S&W Seed Company | $ (3,281,749) | $ (3,341,900) | $ (14,872,096) | $ (6,087,025) |
Net loss attributable to S&W Seed Company per common share: | ||||
Basic | $ (0.10) | $ (0.10) | $ (0.45) | $ (0.21) |
Diluted | $ (0.10) | $ (0.10) | $ (0.45) | $ (0.21) |
Weighted average number of common shares outstanding: | ||||
Basic | 33,385,376 | 33,267,258 | 33,323,239 | 29,043,493 |
Diluted | 33,385,376 | 33,267,258 | 33,323,239 | 29,043,493 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (3,329,491) | $ (3,364,002) | $ (14,969,866) | $ (6,087,454) |
Foreign currency translation adjustment, net of income taxes | (486,500) | 36,576 | (540,995) | (289,045) |
Comprehensive loss | (3,815,991) | (3,327,426) | (15,510,861) | (6,376,499) |
Comprehensive loss attributable to noncontrolling interests | (47,742) | (22,102) | (97,770) | (429) |
Comprehensive loss attributable to S&W Seed Company | $ (3,768,249) | $ (3,305,324) | $ (15,413,091) | $ (6,376,070) |
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, 2018 | $ 81,742,124 | $ 24,367 | $ (134,196) | $ 108,803,991 | $ (21,161,376) | $ (5,790,662) | ||
Beginning Balance, shares at Jun. 30, 2018 | 24,367,906 | (25,000) | ||||||
Stock-based compensation - options, restricted stock, and RSUs | 533,633 | 533,633 | ||||||
Net issuance to settle RSUs, amount | (31,081) | $ 87 | (31,168) | |||||
Net issuance to settle RSUs, shares | 86,723 | |||||||
Proceeds from sale of preferred stock, net of fees and expenses, amount | 22,373,842 | $ 7 | 22,373,835 | |||||
Proceeds from sale of preferred stock, net of fees and expenses, shares | 7,235 | |||||||
Conversion of preferred stock to common stock | $ (7) | $ 7,235 | (7,228) | |||||
Conversion of preferred stock to common stock, shares | (7,235) | 7,235,000 | ||||||
Proceeds from sale of common stock, net of fees and expenses, amount | 4,927,682 | $ 1,608 | 4,926,074 | |||||
Proceeds from sale of common stock, net of fees and expenses, shares | 1,607,717 | |||||||
Other comprehensive income (loss) | (289,045) | (289,045) | ||||||
Net loss | (6,087,454) | (6,087,025) | $ (429) | |||||
Ending Balance, amount at Mar. 31, 2019 | 103,169,701 | $ 33,297 | $ (134,196) | 136,599,137 | (27,248,401) | (429) | (6,079,707) | |
Ending Balance, shares at Mar. 31, 2019 | 33,297,346 | (25,000) | ||||||
Beginning Balance, amount at Dec. 31, 2018 | 106,393,155 | $ 33,246 | $ (134,196) | 136,495,216 | (23,906,501) | 21,673 | (6,116,283) | |
Beginning Balance, shares at Dec. 31, 2018 | 33,246,141 | (25,000) | ||||||
Stock-based compensation - options, restricted stock, and RSUs | 156,175 | 156,175 | ||||||
Net issuance to settle RSUs, amount | (5,583) | $ 51 | (5,634) | |||||
Net issuance to settle RSUs, shares | 51,205 | |||||||
Proceeds from sale of common stock, net of fees and expenses, amount | (46,620) | (46,620) | ||||||
Other comprehensive income (loss) | 36,576 | 36,576 | ||||||
Net loss | (3,364,002) | (3,341,900) | (22,102) | |||||
Ending Balance, amount at Mar. 31, 2019 | 103,169,701 | $ 33,297 | $ (134,196) | 136,599,137 | (27,248,401) | (429) | (6,079,707) | |
Ending Balance, shares at Mar. 31, 2019 | 33,297,346 | (25,000) | ||||||
Beginning Balance, amount at Jun. 30, 2019 | 99,998,212 | $ 33,303 | $ (134,196) | 136,751,875 | (30,466,618) | (47,685) | (6,138,467) | |
Beginning Balance, shares at Jun. 30, 2019 | 33,303,218 | (25,000) | ||||||
Stock-based compensation - options, restricted stock, and RSUs | 794,191 | 794,191 | ||||||
Net issuance to settle RSUs, amount | (65,479) | $ 120 | (65,599) | |||||
Net issuance to settle RSUs, shares | 119,801 | |||||||
Other comprehensive income (loss) | (540,995) | (540,995) | ||||||
Net loss | (14,969,866) | (14,872,096) | (97,770) | |||||
Ending Balance, amount at Mar. 31, 2020 | 85,216,063 | $ 33,423 | $ (134,196) | 137,480,467 | (45,338,714) | (145,455) | (6,679,462) | |
Ending Balance, shares at Mar. 31, 2020 | 33,423,019 | (25,000) | ||||||
Beginning Balance, amount at Dec. 31, 2019 | 88,755,769 | $ 33,329 | $ (134,196) | 137,204,276 | (42,056,965) | (97,713) | (6,192,962) | |
Beginning Balance, shares at Dec. 31, 2019 | 33,329,566 | (25,000) | ||||||
Stock-based compensation - options, restricted stock, and RSUs | 325,587 | 325,587 | ||||||
Net issuance to settle RSUs, amount | (49,302) | $ 94 | (49,396) | |||||
Net issuance to settle RSUs, shares | 93,453 | |||||||
Other comprehensive income (loss) | (486,500) | (486,500) | ||||||
Net loss | (3,329,491) | (3,281,749) | (47,742) | |||||
Ending Balance, amount at Mar. 31, 2020 | $ 85,216,063 | $ 33,423 | $ (134,196) | $ 137,480,467 | $ (45,338,714) | $ (145,455) | $ (6,679,462) | |
Ending Balance, shares at Mar. 31, 2020 | 33,423,019 | (25,000) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (14,969,866) | $ (6,087,454) |
Adjustments to reconcile net loss from operating activities to net cash used in operating activities | ||
Stock-based compensation | 794,191 | 533,633 |
Change in allowance for doubtful accounts | (126,449) | 336,583 |
Inventory write-down | 1,411,128 | 0 |
Depreciation and amortization | 3,620,235 | 3,061,771 |
Gain on disposal of property, plant and equipment | (20,794) | (94,020) |
Change in foreign exchange contracts | 402,546 | (53,650) |
Change in estimated value of assets held for sale | 92,931 | 0 |
Loss on extinguishment of debt | 140,638 | 0 |
Reduction of anticipated loss on sub-lease land | 0 | (141,373) |
Amortization of debt discount | 393,935 | 238,754 |
Changes in: | ||
Accounts receivable | (3,375,709) | 1,584,152 |
Unbilled accounts receivable | 0 | (4,258,450) |
Inventories | 3,562,145 | (20,442,220) |
Prepaid expenses and other current assets | (174,337) | (177,526) |
Other non-current asset | (38,245) | (15,608) |
Accounts payable | 4,684,742 | 6,569,031 |
Deferred revenue | (634,962) | (564,204) |
Accrued expenses and other current liabilities | 430,788 | 853,767 |
Other non-current liabilities | (920,990) | (112,424) |
Net cash used in operating activities | (4,728,073) | (18,769,238) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Additions to property, plant and equipment | (1,760,905) | (836,983) |
Proceeds from disposal of property, plant and equipment | 27,855 | 423,762 |
Proceeds from sale of assets held for sale | 1,757,069 | 0 |
Additions to internal use software | 0 | (43,000) |
Acquisition of business, net of cash acquired | (7,497,645) | (26,354,951) |
Acquisition of wheat assets | (2,633,000) | 0 |
Net cash used in investing activities | (10,106,626) | (26,811,172) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Net proceeds from sale of common stock | 0 | 4,927,682 |
Net proceeds from sale of preferred stock | 0 | 22,373,842 |
Taxes paid related to net share settlements of stock-based compensation awards | (65,480) | (31,081) |
Borrowings and repayments on lines of credit, net | 19,553,150 | 17,768,886 |
Borrowings of long-term debt | 3,684,597 | 2,776,973 |
Debt issuance costs | (970,461) | (411,315) |
Repayments of long-term debt | (1,855,708) | (3,075,170) |
Net cash provided by financing activities | 20,346,098 | 44,329,817 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | (476,764) | (186,802) |
NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS | 5,034,635 | (1,437,395) |
CASH AND CASH EQUIVALENTS, beginning of the period | 3,431,802 | 4,320,894 |
CASH AND CASH EQUIVALENTS, end of period | 8,466,437 | 2,883,499 |
Cash paid during the period for: | ||
Interest | 1,373,712 | 1,989,637 |
Income taxes | $ 76,625 | $ 16,280 |
Background and Organization
Background and Organization | 9 Months Ended |
Mar. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
BACKGROUND AND ORGANIZATION | NOTE 1 - BACKGROUND AND ORGANIZATION Organization S&W Seed Company, a Nevada corporation (the “Company”), began as S&W Seed Company, a general partnership, in 1980 and was originally in the business of breeding, growing, processing and selling alfalfa seed. We then incorporated a corporation with the same name in Delaware in October 2009, which is the successor entity to Seed Holding, LLC, having purchased a majority interest in the general partnership between June 2008 and December 2009. Following the Company’s initial public offering in May 2010, the Company purchased the remaining general partnership interests and became the sole owner of the general partnership’s original business. Seed Holding, LLC remains a consolidated subsidiary of the Company. In December 2011, the Company reincorporated in Nevada as a result of a statutory short-form merger of the Delaware corporation into its wholly owned subsidiary, S&W Seed Company, a Nevada corporation. On April 1, 2013, the Company, together with its wholly-owned subsidiary, S&W Holdings Australia Pty Ltd, an Australia corporation (f/k/a S&W Seed Australia Pty Ltd “S&W Holdings”), consummated an acquisition of all of the issued and outstanding shares of Seed Genetics International Pty Ltd, an Australia corporation (“SGI”), from SGI’s shareholders. In April 2018, SGI changed its name to S&W Seed Company Australia Pty Ltd (“S&W Australia”). On September 19, 2018, the Company and AGT Foods Africa Proprietary Limited (“AGT”) formed a venture based in South Africa named SeedVision Proprietary Limited (“SeedVision”). SeedVision will leverage AGT's African-based production and processing facilities to produce S&W's hybrid sunflower, grain sorghum, and forage sorghum to be sold by SeedVision in the African continent, Middle East countries, and Europe. On February 24, 2020, S&W Australia, acquired all of the issued and outstanding shares of Pasture Genetics Pty Ltd, an Australia corporation (“Pasture Genetics”), from Pasture Genetics’ sole shareholder. Business Overview Since its establishment, the Company, including its predecessor entities, has been principally engaged in breeding, growing, processing and selling agricultural seeds, primarily alfalfa seed. The Company owns seed cleaning and processing facilities, which are located in Five Points, California; Nampa, Idaho; Dumas, Texas; New Deal, Texas and Keith, South Australia. The Company’s seed products are primarily grown under contract by farmers. The Company began its stevia initiative in fiscal year 2010 and is currently focused on breeding improved varieties of stevia and developing marketing and distribution programs for its stevia products. The Company has also been actively engaged in expansion initiatives through a combination of organic growth and strategic acquisitions, including in December 31, 2014, when the Company purchased certain alfalfa research and production facilities and conventional (non-GMO) alfalfa germplasm assets and assumed certain related liabilities (the “Pioneer Acquisition”) of Pioneer Hi-Bred International, Inc. (“Pioneer”). The Company had a long-term distribution agreement with Pioneer regarding conventional (non-GMO) varieties, and a production agreement with Pioneer (relating to GMO-traited varieties). These agreements were terminated on May 20, 2019. See Note 4 for further discussion. In May 2016, the Company acquired the assets and business of SV Genetics, a private Australian company specializing in the breeding and licensing of proprietary hybrid sorghum and sunflower seed germplasm, which represented the Company’s initial effort to diversify its product portfolio beyond alfalfa seed and stevia. In October 2018, the Company acquired substantially all of the assets of Chromatin, Inc., a U.S.-based sorghum genetics and seed company, as part of the Company's efforts to expand its penetration into the hybrid sorghum market. In August 2019, S&W Australia, a wholly owned subsidiary of S&W Seed Company, licensed certain wheat germplasm varieties and acquired certain equipment from affiliates of Corteva. In the transaction, S&W Australia paid a one-time license fee of $2.3 million and an equipment purchase price of $0.3 million. The license has an initial term of 15 years. In February 2020, S&W Australia acquired Pasture Genetics, the third largest pasture seed company in Australia, as part of the Company’s efforts to diversify its product offerings and expand its distribution channels. The Company’s operations span the world’s alfalfa and sorghum production regions with operations in the San Joaquin and Imperial Valleys of California, Texas, five other U.S. states, Australia, Hungary, and three provinces in Canada, and the Company sells its seed products in more than 30 countries around the globe. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of S&W Seed Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements were prepared in accordance with U.S. GAAP and include the assets, liabilities, revenue and expenses of all wholly owned subsidiaries and majority-owned subsidiaries over which the Company's exercises control. Outside stockholders' interests in subsidiaries are shown on the condensed consolidated financial statements as Noncontrolling interests. The Company owns 50.1% of SeedVision, which is a variable interest entity as defined in ASC 810-10, Consolidation, . The Company owns 51.0% of Sorghum Solutions South Africa, which is a variable interest entity as defined in ASC 810-10, Consolidation, . Because the Company is its primary beneficiary, SeedVision's and Sorghum Solutions South Africa’s financial results are included in these financial statements. We have recorded a combined $0.8 million of current assets (restricted) and $0.3 million of current liabilities (nonrecourse) for these entities in our consolidated balance sheet as of March 31, 2020. We have recorded a combined $0.6 million of current assets (restricted) and $0.2 million of current liabilities (nonrecourse) for these entities in our consolidated balance sheet as of June 30, 2019. Unaudited Interim Financial Information The Company has prepared the accompanying consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. These consolidated financial statements are unaudited and, in the Company’s opinion, include all adjustments, consisting of normal recurring adjustments and accruals, necessary for a fair presentation of the Company’s consolidated balance sheets, statements of operations, comprehensive income (loss), cash flows and stockholders’ equity for the periods presented. Operating results for the periods presented are not necessarily indicative of the results to be expected for the full year ending 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, revenue recognition, 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 obligation, contingencies and litigation. Significant estimates and assumptions are also used to establish the fair value and useful lives of depreciable tangible and certain intangible assets, goodwill as well as valuing stock-based compensation. Actual results may differ from those estimates and assumptions, and such results may affect income, financial position or cash flows. Certain Risks and Concentrations The Company’s revenue is principally derived from the sale of seed, the market for which is highly competitive. The Company depends on a core group of significant customers. Pioneer accounted for 41% and 44% of its revenue for the three months ended March 31, 2020 and 2019, respectively. Pioneer accounted for 35% and 59% of its revenue for the nine months ended March 31, 2020 and 2019, respectively. No customers accounted for greater than 10% of the Company’s accounts receivable at March 31, 2020. One customer accounted for 19% of the Company’s accounts receivable at June 30, 2019. The Company sells a substantial portion of its products to international customers. Sales to international markets represented 38% and 27% of revenue during the three months ended March 31, 2020 and 2019, respectively. Sales to international markets represented 41% and 25% of revenue during the nine months ended March 31, 2020 and 2019, respectively. The net book value of fixed assets located outside the United States was 11% and 11% of total fixed assets at March 31, 2020 and June 30, 2019, respectively. Cash balances located outside of the United States may not be insured and totaled $2,187,159 and $236,822 at March 31, 2020 and June 30, 2019, respectively. The following table shows revenue from external sources by destination country: Three Months Ended March 31, Nine Months Ended March 31, 2020 2019 2020 2019 United States $ 17,971,919 62 % $ 13,346,894 73 % $ 31,606,370 59 % $ 47,133,287 75 % Australia 6,657,668 23 % 767,044 4 % 7,720,707 14 % 2,137,194 3 % France 863,511 3 % 45,091 0 % 898,885 2 % 753,937 1 % Italy 722,027 2 % — 0 % 1,400,641 3 % 82,880 0 % Mexico 520,614 2 % 666,452 4 % 2,339,030 4 % 2,045,705 3 % South Africa 482,414 2 % 241,797 1 % 1,101,243 2 % 490,492 1 % Saudi Arabia 373,560 1 % 1,494,815 8 % 2,728,791 5 % 3,065,089 5 % Pakistan 301,515 1 % — 0 % 1,544,982 3 % 730,583 1 % Other 1,198,656 4 % 1,614,073 10 % 4,376,793 8 % 6,438,132 11 % Total $ 29,091,884 100 % $ 18,176,166 100 % $ 53,717,442 100 % $ 62,877,299 100 % COVID-19 Pandemic In addition to the foregoing, the Company is monitoring closely the impact of the COVID-19 pandemic on its business, including its results of operations and financial condition, and has implemented measures designed to protect the health and safety of its employees while continuing its operations. Given the level of uncertainty regarding the duration and broader impact of the COVID-19 pandemic, the Company is unable to fully assess the extent of its impact on the Company's operations. International Operations The Company translates its foreign operations’ assets and liabilities denominated in foreign currencies into U.S. dollars at the current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded in the cumulative translation account, a component of accumulated other comprehensive income (loss). Gains or losses from foreign currency transactions are included in the consolidated statement of operations. Cost of Revenue The Company records purchasing and receiving costs, inspection costs and warehousing costs in cost of revenue. When the Company is required to pay for outward freight and/or the costs incurred to deliver products to its customers, the costs are included in cost of revenue. Cash and Cash Equivalents For financial statement presentation purposes, the Company considers time deposits, certificates of deposit and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. At times, cash and cash equivalents balances exceed amounts insured by the Federal Deposit Insurance Corporation. Accounts Receivable The Company provides an allowance for doubtful trade receivables equal to the estimated uncollectible amounts. That estimate is based on historical collection experience, current economic and market conditions and a review of the current status of each customer’s trade accounts receivable. The allowance for doubtful trade receivables was $1,727,437 and $1,576,900 at March 31, 2020 and June 30, 2019, respectively. Inventories Inventories consist of seed and packaging materials. Inventories are stated at the lower of cost or net realizable value, and an inventory reserve permanently reduces the cost basis of inventory. Inventories are valued as follows: Actual cost is used to value raw materials such as packaging materials, as well as goods in process. Costs for substantially all finished goods, which include the cost of carryover crops from the previous year, are valued at actual cost. Actual cost for finished goods includes plant conditioning and packaging costs, direct labor and raw materials and manufacturing overhead costs based on normal capacity. The Company records abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage) as current period charges and allocates fixed production overhead to the costs of finished goods based on the normal capacity of the production facilities. The Company’s subsidiary, S&W Australia, does not fix the final price for seed payable to its growers until the completion of a given year’s sales cycle pursuant to its standard contract production agreement. S&W Australia records an estimated unit price; accordingly, inventory, cost of revenue and gross profits are based upon management’s best estimate of the final purchase price to growers. Inventory is periodically reviewed to determine if it is marketable, obsolete or impaired. Inventory that is determined to be obsolete or impaired is written off to expense at the time the impairment is identified. Inventory quality is a function of germination percentage. Our experience has shown that our alfalfa seed quality tends to be stable under proper storage conditions; therefore, we do not view inventory obsolescence for alfalfa seed as a material concern. Hybrid crops (sorghum and sunflower) seed quality may be affected by warehouse storage pests such as insects and rodents. The Company maintains a strict pest control program to mitigate risk and maximize hybrid seed quality. Components of inventory are: March 31, 2020 June 30, 2019 Raw materials and supplies $ 1,834,345 $ 664,541 Work in progress 8,779,237 5,664,934 Finished goods 60,194,382 64,966,045 $ 70,807,964 $ 71,295,520 Property, Plant and Equipment Property, plant and equipment is depreciated using the straight-line method over the estimated useful life of the asset - periods of 5-35 years for buildings, 2-20 years for machinery and equipment, and 2-5 years for vehicles. Intangible Assets Intangible assets acquired in business acquisitions are reported at their initial fair value less accumulated amortization. Intangible assets are amortized using the straight-line method over the estimated useful life of the asset. Periods of 10-30 years for technology/IP/germplasm, 5-20 years for customer relationships and trade names and 3-20 for other intangible assets. The weighted average estimated useful lives are 25 years for technology/IP/germplasm, 17 years for customer relationships, 18 years for trade names, 15 years for license agreements and 16 years for other intangible assets. Goodwill Goodwill originated from acquisitions of Imperial Valley Seeds, Inc. (“IVS”) and S&W Australia in fiscal year 2013, the acquisition of the alfalfa business from Pioneer in fiscal year 2015, the acquisition of assets of SV Genetics in fiscal year 2016, the acquisition of substantially all of the assets of Chromatin, Inc. in fiscal year 2019 and the acquisition of Pasture Genetics in fiscal year 2020. Goodwill is assessed at least annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If management concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, management conducts a quantitative goodwill impairment test. The goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The Company uses market capitalization and an estimate of a control premium to estimate the fair value of its one reporting unit as well as discounted cash flow analysis. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The Company performed a quantitative assessment of goodwill at June 30, 2019 and determined that goodwill was fully impaired. See Note 7 for further information. Investment in Bioceres S.A. The Company owns less than 1% of Bioceres, S.A., a provider of crop productivity solutions headquartered in Argentina. The carrying value of the investment is $1.3 million at March 31, 2020 and June 30, 2019, and the investment is included in Other Assets on the Consolidated Balance Sheet. The Company adopted ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities Investments – Equity Securities No adjustments for impairment or observable transactions were made for the three months or nine months ended March 31, 2020 or March 31, 2019. Research and Development Costs The Company is engaged in ongoing research and development (“R&D”) of proprietary seed and stevia varieties. All R&D costs must be charged to expense as incurred. Accordingly, internal R&D costs are expensed as incurred. Third-party R&D costs are expensed when the contracted work has been performed or as milestone results have been achieved. The costs associated with equipment or facilities acquired or constructed for R&D activities that have alternative future uses are capitalized and depreciated on a straight-line basis over the estimated useful life of the asset. Income Taxes Deferred tax assets and liabilities are determined based on differences between the financial statement and tax basis of assets and liabilities, as well as a consideration of net operating loss and credit carry forwards, using enacted tax rates in effect for the period in which the differences are expected to impact taxable income. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company’s effective tax rate for the three and nine months ended March 31, 2020 has been affected by the valuation allowance on the Company’s deferred tax assets. Net Income (Loss) Per Common Share Data Basic net income (loss) per common share ("EPS"), is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted EPS is calculated by adjusting both the numerator (net income (loss)) and the denominator (weighted-average number of shares outstanding) for the dilutive effects of potentially dilutive securities, including options, restricted stock awards and common stock warrants. The treasury stock method is used for common stock warrants, stock options, and restricted stock awards. Under this method, consideration that would be received upon exercise (as well as remaining compensation cost to be recognized for awards not yet vested) is assumed to be used to repurchase shares of stock in the market, with net number of shares assumed to be issued added to the denominator. The calculation of Basic and Diluted EPS is shown in the table below. Three Months Ended March 31, Nine Months Ended March 31, 2020 2019 2020 2019 Numerator: Net loss attributable to S&W Seed Company $ (3,281,749 ) $ (3,341,900 ) $ (14,872,096 ) $ (6,087,025 ) Numerator for basis EPS (3,281,749 ) (3,341,900 ) (14,872,096 ) (6,087,025 ) Effect of dilutive securities: Warrants — — — — — — — — Numerator for diluted EPS $ (3,281,749 ) $ (3,341,900 ) $ (14,872,096 ) $ (6,087,025 ) Denominator: Denominator for basic EPS-weighted- average shares 33,385,376 33,267,258 33,323,239 29,043,493 Effect of dilutive securities: Employee stock options — — — — Employee restricted stock units — — — — Warrants — — — — Dilutive potential common shares — — — — Denominator for diluted EPS - adjusted weighted average shares and assumed conversions 33,385,376 33,267,258 33,323,239 29,043,493 Basic EPS $ (0.10 ) $ (0.10 ) $ (0.45 ) $ (0.21 ) Diluted EPS $ (0.10 ) $ (0.10 ) $ (0.45 ) $ (0.21 ) The effects of employee stock options and stock units, and warrants are excluded because they would be anti-dilutive due to the Company’s net loss for the three and nine months ended March 31, 2020 and 2019. Impairment of Long-Lived Assets The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of long-lived assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. Refer to Note 4 and Note 7 for impairment discussion. Derivative Financial Instruments Foreign Exchange Contracts The Company’s subsidiary, S&W Australia, is exposed to foreign currency exchange rate fluctuations in the normal course of its business, which the Company at times manages through the use of foreign currency forward contracts. The Company has entered into certain derivative financial instruments (specifically foreign currency forward contracts), and accounts for these instruments in accordance with ASC Topic 815, “Derivatives and Hedging”, which establishes accounting and reporting standards requiring that derivative instruments be recorded on the balance sheet as either an asset or liability measured at fair value. The Company’s foreign currency contracts are not designated as hedging instruments under ASC 815; accordingly, changes in the fair value are recorded in current period earnings. Fair Value of Financial Instruments The Company discloses assets and liabilities that are recognized and measured at fair value, presented in a three-tier fair value hierarchy, as follows: • Level 1. Observable inputs such as quoted prices in active markets; • Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and • Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The assets acquired and liabilities assumed in the Chromatin acquisition were valued at fair value on a non-recurring basis as of October 25, 2018. The assets acquired and liabilities assumed in the Dow Wheat acquisition (see Note 7) were valued at fair value on a non-recurring basis as of August 15, 2019. The assets acquired and liabilities assumed in the Pasture Genetics acquisitions (see Note 6) were valued at fair value on a non-recurring basis as of February 24, 2020. The carrying value of cash and cash equivalents, accounts payable, short-term and all long-term borrowings, as reflected in the consolidated balance sheets, approximate fair value because of the short-term maturity of these instruments or interest rates commensurate with market rates. There have been no changes in operations and/or credit characteristics since the date of issuance that could impact the relationship between interest rate and market rates. Assets and liabilities that are recognized and measured at fair value on a recurring basis are categorized as follows: Fair Value Measurements as of March 31, 2020 Using: Level 1 Level 2 Level 3 Foreign exchange contract liability $ — $ 415,294 $ — Contingent consideration obligation — — 4,037,922 Total $ — $ 415,294 $ 4,037,922 Fair Value Measurements as of June 30, 2019 Using: Level 1 Level 2 Level 3 Foreign exchange contract liability $ — $ 42,255 $ — Total $ — $ 42,255 $ — Recently Adopted Accounting Pronouncements The Company adopted Accounting Standards Update No. 2016-02: Leases The adoption of ASC 842 resulted in the recognition of $2.6 million of right-of-use assets ("ROU assets") and $4.3 million related lease liabilities as of July 1, 2019, with no cumulative effect adjustment. The adoption of ASC 842 had no impact on the Company’s consolidated statement of operations and consolidated statement of cash flows. The Company adopted ASC 842 on a modified retrospective approach at the effective date and, therefore, did not revise comparative period information or disclosure. In addition, the Company elected the package of practical expedients permitted under ASC 842. See "Note 3—Leases" for additional information on the adoption of ASC 842. Recently Issued, but Not Yet Adopted, Accounting Pronouncements In August 2018, the FASB issued authoritative guidance intended to address a customer’s accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. This guidance aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance also requires presentation of the capitalized implementation costs in the statement of financial position and in the statement of cash flows in the same line item that a prepayment for the fees of the associated hosting arrangement would be presented, and the expense related to the capitalized implementation costs to be presented in the same line item in the statement of operations as the fees associated with the hosting element (service) of the arrangement. This guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating the impact of the adoption of Subtopic 350-40 on its consolidated financial statements and related disclosures. |
Leases
Leases | 9 Months Ended |
Mar. 31, 2020 | |
Lessee Disclosure [Abstract] | |
LEASES | NOTE 3 - LEASES S&W leases office and laboratory space, field research plots and equipment used in connection with its operations under various operating and finance leases. ROU assets represent the Company’s right to use the underlying assets for the lease term and lease liabilities represent the net present value of the Company’s obligation to make payments arising from these leases. The lease liabilities are based on the present value of fixed lease payments over the lease term using the implicit lease interest rate or, when unknown, the Company's incremental borrowing rate on the lease commencement date or July 1, 2019 for leases that commenced prior to that date. If the lease includes one or more options to extend the term of the lease, the renewal option is considered in the lease term if it is reasonably certain the Company will exercise the option(s). Operating lease expense is recognized on a straight-line basis over the term of the lease. As permitted by ASC 842, leases with an initial term of twelve months or less ("short-term leases") are not recorded on the accompanying consolidated balance sheet. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component under the practical expedient provisions of the standard. The Company has lease agreements with terms less than one year. For the qualifying short-term leases, the Company elected the short-term lease recognition exemption in which the Company will not recognize ROU assets or lease liabilities, including the ROU assets or lease liabilities for existing short-term leases of those assets in upon adoption. Variable lease payments consist primarily of common area maintenance, utilities and taxes, which are not included in the recognition of ROU assets and related lease liabilities. Variable lease payments and short-term lease expenses were immaterial to the Company’s financial statements for the three and nine months ended March 31, 2020. The Company’s lease agreements do not contain material restrictive covenants. The components of lease assets and liabilities are as follows: Leases Balance Sheet Classification March 31, 2020 Assets: Right of use assets - operating leases Other assets $ 4,174,473 Right of use assets - finance leases Other assets 1,053,231 Accumulated amortization - finance leases Other assets (225,692 ) Right of use assets - finance leases, net Other assets 827,539 Total lease assets $ 5,002,012 Liabilities: Current portion of long-term debt, net Current portion of long-term debt, net 691,142 Current lease liabilities Accrued expenses and other current liabilities 1,136,890 Long-term debt, net Long-term debt, net 1,512,934 Long-term lease liabilities Other non-current liabilities 3,314,821 Total lease liabilities $ 6,655,787 The components of lease cost are as follows: Leases Income Statement Classification Three Months Ended March 31, 2020 Nine Months Ended March 31, 2020 Operating lease cost Cost of revenue $ 77,559 $ 220,444 Operating lease cost Selling, general and administrative expenses 155,165 462,499 Operating lease cost Research and development expenses 52,304 156,836 Finance lease cost Depreciation and amortization 163,689 392,852 Total lease costs $ 448,717 $ 1,232,631 Maturities of lease liabilities as of March 31, 2020 are as follows: Operating Leases Finance Leases Remainder of 2020 $ 237,829 $ 199,832 2021 1,250,558 820,800 2022 1,098,640 736,979 2023 790,438 628,491 2024 727,645 59,861 After 2024 849,495 — Total lease payments 4,954,605 2,445,963 Less: Interest 502,894 241,887 Present value of lease liabilities $ 4,451,711 $ 2,204,076 Future minimum lease payments for operating leases accounted for under ASC 840, “Leases” in excess of one year at June 30, 2019 were as follows: June 30, 2019 2020 $ 640,135 2021 634,422 2022 352,730 2023 201,800 2024 235,776 After 2024 366,581 Total $ 2,431,444 The following are the weighted average assumptions used for lease term and discount rate and supplemental cash flow information related to leases as of March 31, 2020: Operating lease remaining lease term 4.8 years Operating lease discount rate 5.43 % Finance lease remaining lease term 3.25 years Finance lease discount rate 6.27 % Cash paid for operating leases $ 347,629 Cash paid for finance leases $ 528,458 |
Pioneer Relationship
Pioneer Relationship | 9 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
PIONEER RELATIONSHIP | NOTE 4 – PIONEER RELATIONSHIP Distribution and Production Agreements with Pioneer In 2014, the Company purchased from Pioneer certain assets related to alfalfa and entered into a long-term contract to sell alfalfa seed to Pioneer under a production agreement (“GMO varieties”) and a distribution agreement (conventional varieties). Under the production and distribution agreements with Pioneer, the Company grew, processed, and delivered alfalfa seed for and to Pioneer. See Note 5 for a discussion of the recognition of revenue under these agreements. On May 22, 2019, the Company and Pioneer terminated the production and distribution agreements. As part of the termination, Pioneer’s parent company, Corteva, agreed to purchase from the Company certain quantities of seed held by the Company as of that date that Pioneer was not previously obligated to purchase. Those quantities of seed will be delivered to Corteva periodically through February 2021. The Company does not expect to sell any other products to Pioneer or Corteva beyond those quantities of seed. In conjunction with the termination of the Pioneer production and distribution agreements, the Company recorded a $6.0 million impairment charge on its intangible assets related to the Pioneer distribution agreements for the year ended June 30, 2019. In addition, the termination of this relationship was a significant factor leading to the $11.9 million impairment of goodwill during the year ended June 30, 2019. License Agreement with Corteva Contemporaneously with the termination, the Company entered into a license with Corteva, under which Corteva received a fully pre-paid, exclusive license to produce and distribute certain of the Company's alfalfa seed varieties world-wide (except South America). The licensed seed varieties include certain of the Company's existing commercial conventional (non-GMO) alfalfa varieties and six pre-commercial dormant alfalfa varieties. The Company also assigned to Corteva grower production contract rights, and Corteva assumed grower production contract obligations, related to the licensed and certain other alfalfa varieties. Corteva received no license to the Company's other commercial alfalfa varieties or pre-commercial alfalfa pipeline products and no rights to any future products developed by the Company. Payments Due from Corteva and Pioneer The Company received payments of $45.0 million in May 2019, $5.55 million in September 2019 and $5.55 million in January 2020, $5.55 million in February 2020 from Pioneer/Corteva, and will receive additional quarterly payments through February 2021, which total approximately $8.35 million. Approximately $34.2 million of these amounts referenced above has been allocated to the license to the Company’s alfalfa varieties. The $34.2 million was reported as licensing revenue in the consolidated statement of operations for the year ended June 30, 2019. The remaining amounts will be recognized as revenue as the seed is delivered to Corteva through February 2021. The amount allocated to the seed represents the estimated standalone selling price of those quantities of seed, determined based on the Company’s normal profit margin on the quantities and varieties of seed that Corteva agreed to purchase. The Company allocated approximately $1.8 million to an unbilled receivable related to revenue recognition at contract termination and the remainder of the payments was allocated to the license using a residual method approach. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Mar. 31, 2020 | |
Revenues [Abstract] | |
REVENUE RECOGNITION | NOTE 5 - REVENUE RECOGNITION The Company derives its revenue from 1) the sale of seed, 2) milling and packaging services 3) research and development services and 4) product licensing agreements. The following table disaggregates the Company’s revenue by type of contract: Three Months Ended March 31, Nine Months Ended March 31, 2020 2019 2020 2019 Pioneer product sales $ 11,203,883 $ 7,868,654 $ 17,611,005 $ 37,054,268 Other product sales 16,857,379 10,232,959 34,368,929 25,497,136 Services 1,030,622 74,553 1,737,508 325,895 $ 29,091,884 $ 18,176,166 $ 53,717,442 $ 62,877,299 Pioneer Product Sales In the three and nine months ended March 31, 2020, Pioneer product sales consisted of product shipments to Pioneer under the termination agreement discussed in Note 4. In the three and nine months ended March 31, 2019, Pioneer product sales consisted of revenue under the Distribution and Production Agreements. Under the production and distribution agreements with Pioneer, the Company grew, processed, and delivered alfalfa seed for and to Pioneer. The Company concluded that none of the individual activities performed under these contracts were distinct, as the customer was contracting for processed and packaged product. Until those contracts were terminated in May 2019 (see Note 4), Pioneer submitted a demand plan to the Company in advance of the growing season specifying the amount of seed that it intends to order for the upcoming sales year. The Company was required to use commercially reasonable efforts to arrange for the requisite amount of seed to be grown, processed and packaged. Once the demand plan was submitted, Pioneer was committed to at least that amount of seed. In addition, the Company was not permitted to sell products produced for Pioneer under the agreements to other customers. Therefore, as provided in Topic 606, the Company recognized revenue from these agreements over time in 2019, as it incurred costs to fulfill its obligations. To the extent the Company produced more product than Pioneer specified in its demand plan, the Company was required to first offer such product to Pioneer. If Pioneer did not purchase such excess product, the Company was permitted to sell the excess product to other customers subject to certain limitations. The agreements specified prices per finished unit which were adjusted each year, up or down, based on current market conditions, by a maximum of 4% per year. The prices for a given crop year were determined one year in advance of the beginning of the sales season. The Company concluded that cost was the best measure of progress under these contracts because no other measure adequately reflected the value added to the product by each of the Company's major tasks - having the crop grown, processing, and packaging. As the Company typically contracted out the growing of seed to third parties, the vast majority of the Company's costs under these agreements were incurred, and therefore the vast majority of the revenue from such agreements was recognized, when the raw seed was purchased from the third-party contract growers. The rest of the costs were incurred, and therefore the rest of the revenue was recognized, as the Company processed and packaged the product. As of the date of the termination of the production and distribution agreements with Pioneer (see Note 4), all seed covered by the active demand plan had been grown, processed and packaged. Licensing Contemporaneously with the termination in Note 4, the Company entered into a license with Corteva, under which Corteva received a fully pre-paid, exclusive license to produce and distribute certain of the Company's alfalfa seed varieties world-wide (except South America). The licensed seed varieties include certain of the Company's existing commercial conventional (non-GMO) alfalfa varieties and six pre-commercial dormant alfalfa varieties. Other Product Sales Revenue from other product sales is recognized at the point in time at which control of the product is transferred to the customer. Generally, this occurs upon shipment of the product. Pricing for such transactions is negotiated and determined at the time the contracts are signed. We have elected the practical expedient that allows us to account for shipping and handling activities as a fulfillment cost, and we accrue those costs when the related revenue is recognized. The Company has certain contracts with customers that offer a limited right of return on certain branded products. The products must be in an unopened and undamaged state and must be resalable in the sole opinion of the Company to qualify for refund. Returns are only accepted on product received by August 31 st Services Revenue from milling and packaging services, which are performed on the customer's product, is recognized as services are completed and the milled product is delivered to the customer. Revenue from research and development services is recognized over time as the services are performed. R&D services are generally paid for in advance. During the three and nine months ended March 31, 2020, R&D revenue relates to a single contract in which the customer may decide annually whether to continue the arrangement. Revenue is recognized straight-line over time, as services are expected to be provided roughly evenly throughout the year. Payment Terms and Related Balance Sheet Accounts Accounts receivable represent amounts that are payable to the Company by its customers subject only to the passage of time. Payment terms on invoices are generally 30 to 120 days for export customers and end of sales season (September 30 th Unbilled receivables represent contract assets that arise when the Company has partially performed under a contract, but is not yet able to invoice the customer until the Company has made additional progress. Unbilled receivables arose from the distribution and production agreements for which the Company recognized revenue over time, as the Company bills for these arrangements upon product delivery, while revenue was recognized, as described above, as costs were incurred. Unbilled receivables may arise as much as three months before billing is expected to occur. Losses on accounts receivable and unbilled receivables are recognized if and when it becomes probable that amounts will not be paid. These losses are reversed in subsequent periods if these amounts are paid. During the three months ended March 31, 2020, the Company recognized a net gain from collections on amounts previously written off to bad debt expense of $90,431. During the nine months ended March 31, 2020, the Company recognized a net gain from collections on amounts previously written off to bad debt expense of $126,449. Deferred revenue represents payments received from customers in advance of completion of the Company's performance obligation. During the nine months ended March 31, 2020, the Company recognized $9.1 million of revenue that was included in the deferred revenue balance at June 30, 2019. |
Business Combinations
Business Combinations | 9 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS | NOTE 6 - BUSINESS COMBINATIONS Chromatin Acquisition On October 25, 2018, the Company completed the acquisition of substantially all of the assets of Chromatin, Inc. (together with certain of its subsidiaries and affiliates in receivership, "Chromatin"), as well as the assumption of certain contracts and limited specified liabilities of Chromatin, for an aggregate cash purchase price of approximately $26.5 million (the "Acquisition"), pursuant to the terms of its Asset Purchase Agreement, dated September 14, 2018, with Novo Advisors, solely in its capacity as the receiver for, and on behalf of, Chromatin ("Novo"). The acquisition expanded the Company's sorghum production capabilities, diversified its product offerings and provided access to new distribution channels. The Acquisition has been accounted for as a business combination, and the Company valued and recorded all assets acquired and liabilities assumed at their estimated fair values on the date of the Acquisition. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date of October 25, 2018: October 25, 2018 Cash and cash equivalents $ 95,049 Accounts receivable 947,015 Inventories 6,959,936 Prepaid expenses and other current assets 16,501 Property, plant and equipment 10,193,620 Assets held for sale 1,930,400 In-process research and development 380,000 Technology/IP - germplasm 7,200,000 Trade names 150,000 Goodwill 1,573,546 Current liabilities (2,881,198 ) Noncurrent liabilities (114,869 ) Total acquisition cost allocated $ 26,450,000 Management determined that one of the facilities acquired as part of the Chromatin acquisition would not be operated and was being held for sale. The components of that facility were: Land and improvements 320,000 Buildings and improvements 1,380,000 Machinery and equipment 332,000 Less: Costs to sell (101,600 ) Less: Fair value adjustment subsequently recorded (1,316,093 ) Assets recorded as held for sale that have been subsequently sold $ 614,307 Management expected the sale to be completed within 12 months and planned to pay down a portion of the Company's short-term debt with the proceeds, accordingly, these held for sale assets were presented as current assets. In November 2019, the Company completed the sale of land and buildings of this facility and received net proceeds of $614,307. The estimated fair value of accounts receivable acquired was $947,015, with the gross contractual amount totaling $2,164,476, less $1,217,461 expected to be uncollectible. The current liabilities assumed relate to inventory acquired in the acquisition as well as customer deposits. The excess of the purchase price over the fair value of the net assets acquired, amounting to $1,573,546, was recorded as goodwill on the consolidated balance sheet. The primary item that generated goodwill was the premium paid by the Company for the ability to control the acquired business, technology, and the distribution channels. Goodwill is not amortized for financial reporting purposes, but is amortized for tax purposes. Management assigned fair values to the identifiable intangible assets through a combination of the relief from royalty method, the multi-period excess earnings method, and the replacement cost method. In-process research and development costs are being accounted for as an indefinite lived intangible asset subject to impairment testing until completion or abandonment of research and development efforts associated with the in-process projects. Upon successful completion of each project, the Company will make a determination about the then remaining useful life of the intangible asset and begin amortization. The values and useful lives of the acquired intangibles are as follows: Estimated Useful Life (Years) Estimated Fair Value In-process research and development n/a $ 380,000 Technology/IP - germplasm 30 7,200,000 Trade names 5 150,000 Total identifiable intangible assets $ 7,730,000 The Company incurred acquisitions costs of $147,337 and $1,142,653 during the three and nine months ended March 31, 2019 that have been recorded in selling, general and administrative expenses on the consolidated statement of operations. The results of the Chromatin acquisition are included in our consolidated financial statements from the date of acquisition through March 31, 2020. The following unaudited pro forma financial information presents results as if the Acquisition occurred on July 1, 2018. Nine Months Ended March 31, 2019 Revenue $ 64,550,476 Net loss $ (8,003,421 ) For purposes of the pro forma disclosures above, the primary adjustments for the nine months ended March 31, 2019 includes the elimination of acquisition charges of $1,142,653. Pasture Genetics Acquisition On February 24, 2020, S&W Australia acquired all of the issued and outstanding shares of Pasture Genetics for a total maximum value of approximately USD $13.5 million (AUD $20.0 million) (the “PG Acquisition”). Initial consideration for the PG Acquisition primarily consisted of an upfront cash payment to sellers of USD $913,943 (AUD $1,386,086), repayment of USD $882,990 (AUD $1,339,143) Pasture Genetics’ working capital debt. The acquisition expanded and diversified the Company's product offerings and provided access to new distribution channels within Australia. The Pasture Acquisition has been accounted for as a business combination, and the Company valued and recorded all assets acquired and liabilities assumed at their estimated fair values on the date of the Acquisition. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date of February 24, 2020: February 24, 2020 Cash and cash equivalents $ 25,027 Accounts receivable 3,406,169 Inventories 6,145,876 Prepaid expenses and other current assets 191,536 Property, plant and equipment 993,525 Trade names 428,590 Customer relationships 4,351,840 Goodwill 2,555,175 Accounts payable (4,254,043 ) Current liabilities (1,452,984 ) Vehicle loans (544,608 ) Noncurrent liabilities (16,399 ) Total acquisition cost allocated $ 11,829,704 The Company is still in the process of finalizing its valuation of the net assets acquired, liabilities assumed, and contingent consideration, accordingly, the purchase price allocation is preliminary at March 31, 2020. The acquisition-date fair value of the consideration transferred consisted of the following: February 24, 2020 Cash paid to seller $ 913,943 Cash paid to settle outstanding legacy debt 882,990 Cash paid for non-compete agreement 131,874 Cash paid to settle legacy outstanding working capital debt 5,568,838 Contingent earn-out 4,332,059 Total purchase price $ 11,829,704 The estimated fair value of accounts receivable acquired was $3,406,169, with the gross contractual amount totaling $3,634,870, less $228,701 expected to be uncollectible. The current liabilities assumed primarily relate to grower payables as well as employee-related obligations. The excess of the purchase price over the fair value of the net assets acquired, amounting to $2,555,175, was recorded as goodwill on the consolidated balance sheet. The primary item that generated goodwill was the premium paid by the Company for the ability to manage the acquired business, the trained workforce and access to new the distribution channels. Goodwill is not amortized for financial reporting purposes, but is amortized for tax purposes. Management assigned fair values to the identifiable intangible assets through a combination of the relief from royalty method and the multi-period excess earnings method. The contingent consideration requires the Company to pay up to an additional USD $5.4 million (AUD $8.0 million). The amount of any Earn-Out will be equal to the excess, if any, of (a) 7.5 multiplied by the average of an agreed-upon calculation of Pasture Genetics’ earnings over fiscal years 2021 and 2022, above (b) AUD $12.0 million. The fair value of the contingent consideration arrangement at the acquisition date was $4,332,000. The fair value of the contingent consideration was estimated using a Monte Carlo simulation model. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement. The key assumptions in applying the Monte Carlo simulation were as follows: 8% present value discount factor and an underlying net income volatility of 35%. As of March 31, 2020, the estimated fair value of the contingent consideration remained at $4,332,000. Estimated Useful Life (Years) Estimated Fair Value Trade names 5 $ 428,590 Customer relationships 20 4,351,840 Total identifiable intangible assets $ 4,780,430 The Company incurred acquisitions costs of $228,603 and $272,872 during the three and nine months ended March 31, 2020 that have been recorded in selling, general and administrative expenses on the consolidated statement of operations. The results of the Pasture Genetics acquisition are included in our consolidated financial statements from the date of acquisition through March 31, 2020. The following unaudited pro forma financial information presents results as if the Acquisition occurred on July 1, 2018. Nine Months Ended Nine Months Ended March 31, 2020 March 31, 2019 Revenue $ 62,912,342 $ 78,162,161 Net loss $ (15,543,252 ) $ (6,861,127 ) For purposes of the pro forma disclosures above, the primary adjustments for the nine months ended March 31, 2020 include the elimination of acquisition charges of $272,827 and amortization of acquired intangibles of $201,750. For purposes of the pro forma disclosures above, the primary adjustments for the nine months ended March 31, 2019 include the elimination of acquisition charges of $201,750. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Mar. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 7 – GOODWILL AND INTANGIBLE ASSETS During the fourth quarter of the year ended June 30, 2019, the Company terminated its production and distribution agreements with Pioneer, thereby triggering a potential indicator of goodwill impairment. As a result, the Company initiated a goodwill impairment test for the year ended June 30, 2019. The Company compared the carrying value of its invested capital to its estimated fair values at June 30, 2019. The Company estimated the fair value based on the income approach. The discounted cash flows served as the primary basis for the income approach and were based on discrete financial forecasts developed by management. Cash flows beyond the discrete forecast period of ten years were estimated using the perpetuity growth method calculation. The income approach valuation included estimated weighted average cost of capital, which was 10.6%. Upon completing the impairment test, the Company determined that the fair value of invested capital was less than the carrying value by approximately 10%, thus indicating an impairment. The Company recognized a goodwill impairment charge of $11.9 million for the year ended June 30, 2019, which represented the entire goodwill balance prior to the impairment charge. The following table summarizes the activity of goodwill for the nine months ended March 31, 2020 and the year ended June 30, 2019, respectively. Balance at July 1, 2019 Additions Impairment Currency Translation Adjustment Balance at March 31, 2020 Goodwill $ — $ 2,555,175 $ — $ (173,491 ) $ 2,381,684 Balance at July 1, 2018 Additions Impairment Currency Translation Adjustment Balance at June 30, 2019 Goodwill $ 10,292,265 $ 1,573,546 $ (11,865,811 ) $ — $ — For the year ended June 30, 2019, the Company recorded an impairment charge on its intangible assets of $6.0 million. Refer to Note 4 for further information. Intangible assets consist of the following: Balance at July 1, 2019 Additions Impairment Amortization Currency Translation Adjustment Balance at March 31, 2020 Trade name $ 1,205,346 $ 428,590 $ — $ (88,114 ) $ (28,966 ) $ 1,516,856 Customer relationships 1,055,747 4,351,840 — (94,755 ) (296,059 ) 5,016,774 Non-compete 30,267 — — (12,603 ) — 17,664 GI customer list 64,475 — — (5,373 ) — 59,102 Supply agreement 1,002,154 — — (56,728 ) — 945,426 Grower relationships 1,647,800 — — (79,055 ) — 1,568,745 Intellectual property 26,786,468 — — (1,028,115 ) — 25,758,353 In process research and development 380,000 — — — — 380,000 License agreement — 2,400,863 — (93,683 ) (206,783 ) 2,100,397 Internal use software 542,227 — — (50,834 ) — 491,393 $ 32,714,484 $ 7,181,293 $ — $ (1,509,259 ) $ (531,808 ) $ 37,854,710 Balance at July 1, 2018 Additions Impairment Amortization Currency Translation Adjustment Balance at June 30, 2019 Trade name $ 1,159,826 $ 150,000 $ — $ (104,480 ) $ — $ 1,205,346 Customer relationships 1,156,955 — — (101,208 ) — 1,055,747 Non-compete 62,720 — — (32,453 ) — 30,267 GI customer list 71,639 — — (7,164 ) — 64,475 Supply agreement 1,077,783 — — (75,629 ) — 1,002,154 Distribution agreement 6,344,253 — (5,991,792 ) (352,461 ) — — Grower relationships 1,753,208 — — (105,408 ) — 1,647,800 Intellectual property 20,873,393 7,200,000 — (1,286,925 ) — 26,786,468 In process research and development — 380,000 — — — 380,000 Internal use software 610,003 43,000 (43,000 ) (67,776 ) — 542,227 $ 33,109,780 $ 7,773,000 $ (6,034,792 ) $ (2,133,504 ) $ — $ 32,714,484 Amortization expense totaled $497,588 and $595,203 for the three months ended March 31, 2020 and 2019, respectively. Amortization expense totaled $1,509,259 and $1,654,788 for the nine months ended March 31, 2020 and 2019, respectively. Estimated aggregate remaining amortization is as follows: 2020 2021 2022 2023 2024 Thereafter Amortization expense $ 494,703 $ 1,967,010 $ 1,914,228 $ 1,835,050 $ 1,814,590 $ 29,829,129 Acquisition of Wheat Assets On August 15, 2019, the Company entered into several agreements to effectuate the purchase of a wheat breeding program in Australia (“Wheat Acquisition”) from Dow AgroScience (“Dow”). In the transaction, the Company acquired: • A 15-year prepaid license of germplasm. The license includes commercial, pre-commercial and experimental proprietary wheat populations. • The right, during the term of the license, to develop future varieties. The license does not transfer ownership of the existing varieties licensed, but the Company will own any future varieties developed. • An option to renew the license for five additional years. • Tangible fixed assets used in the wheat breeding program. • A contract with a service provider to promote existing commercialized wheat varieties covered by the license. The wheat market in Australia operates under an End Point Royalty (“EPR”) System in which the wheat variety owner earns a fixed royalty on every metric ton of grain produced. With the Wheat Acquisition, the Company has the right to collect EPR on commercialized wheat varieties included in its license. The purchase price was approximately $2.6 million, which was paid in cash. The purchase price was allocated to the assets acquired based on the relative fair values of the license and fixed assets. $2.4 million was allocated to the license, which will be amortized over 15 years in accordance with the term of the agreement. The fair value of the license was determined using a discounted cash flow analysis. $0.2 million was allocated to the fixed assets, which have useful lives of 3 - 5 years. The acquired assets did not meet the definition of a business in the Accounting Standards Codification. |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Mar. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | NOTE 8 - PROPERTY, PLANT AND EQUIPMENT Components of property, plant and equipment were as follows: March 31, 2020 June 30, 2019 Land and improvements $ 2,120,274 $ 2,150,085 Buildings and improvements 9,919,980 10,018,108 Machinery and equipment 13,185,919 12,579,698 Vehicles 1,955,881 2,099,814 Leasehold Improvements 552,811 — Construction in progress 19,276 66,921 Total property, plant and equipment 27,754,141 26,914,626 Less: accumulated depreciation (7,125,719 ) (6,279,677 ) Property, plant and equipment, net $ 20,628,422 $ 20,634,949 Depreciation expense totaled $627,461 and $575,854 for the three months ended March 31, 2020 and 2019, respectively. Depreciation expense totaled $1,884,627 and $1,406,983 for the nine months ended March 31, 2020 and 2019, respectively. |
Debt
Debt | 9 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 9 - DEBT Total debt outstanding is presented on the consolidated balance sheet as follows: March 31, 2020 June 30, 2019 Working capital lines of credit KeyBank $ — $ 2,350,000 CIBC 14,955,000 — National Australia Bank Limited 13,951,420 8,426,400 National Australia Bank Limited Overdraft Facility — 351,544 Debt issuance costs (761,231 ) (372,396 ) Total working capital lines of credit, net $ 28,145,189 $ 10,755,548 Current portion of long-term debt Capital lease $ 691,142 $ 563,087 Debt issuance costs (8,898 ) (11,070 ) Term loan - National Australia Bank Limited 307,300 73,731 Machinery & equipment loans - National Australia Bank Limited 314,073 215,519 Vehicle loans - Toyota Finance 189,470 — Unsecured subordinate promissory note 100,000 100,000 Secured real estate note - Conterra 202,374 247,942 Debt issuance costs (39,556 ) (75,707 ) Total current portion, net 1,755,905 1,113,502 Long-term debt, less current portion Capital lease 1,512,933 1,709,481 Debt issuance costs (8,680 ) (15,078 ) Term loan - National Australia Bank Limited 2,765,700 256,303 Machinery & equipment loans - National Australia Bank Limited 385,672 309,988 Vehicle loans - Toyota Finance 305,976 — Secured real estate note - Conterra 8,956,886 9,922,269 Debt issuance costs (65,927 ) (24,869 ) Total long-term portion, net 13,852,560 12,158,095 Total debt, net $ 15,608,465 $ 13,271,596 In September 2015, the Company entered into a credit and security agreement (the “KeyBank Credit Facility”) with KeyBank. Key provisions of the KeyBank Credit Facility, as amended, included: • An aggregate principal amount that the Company was able to borrow, repay and reborrow, of up to $45.0 million in the aggregate. • All amounts due and owing, including, but not limited to, accrued and unpaid principal and interest, were payable in full on December 31, 2020. • A borrowing base of up to the total of the following: (a) 85% of eligible domestic accounts receivable, plus (b) and 90% of eligible foreign accounts receivable, plus (c) the lesser of (i) 75% of the cost eligible inventory or (ii) 90% of the net orderly liquidation value of the inventory, plus (d) the amount of any unencumbered cash the Company holds at KeyBank, minus (e) $16.0 million subject to lender reserves. • Loans were based on a Base Rate or Eurodollar Rate (which was increased by an applicable margin of 2.9% per annum for Eurodollar Loans and 1.0% for Base Rate Loans) (both as defined in the KeyBank Credit Facility), generally at the Company’s option. In the event of a default, at the option of KeyBank, the interest rate on all obligations owing would have increased by 3% per annum over the rate otherwise applicable. • Subject to certain exceptions, the KeyBank Credit Facility was secured by a first priority perfected security interest in all of the Company’s assets and its domestic subsidiaries, which guaranteed the Company’s obligations under the KeyBank Credit Facility. The KeyBank Credit Facility was further secured by a lien on, and a pledge of, 65% of the stock of its wholly owned subsidiary, S&W Holdings Australia Pty Ltd. In connection with the consummation of the Loan Agreement with CIBC described below, the Company terminated the KeyBank Credit Facility on December 26, 2019. In connection with such termination, the Company paid KeyBank approximately $5.9 million in aggregate principal, interest and fees that were outstanding and payable under the KeyBank Credit Facility at the time of its termination, and all liens on the assets of the Company and its subsidiaries guaranteeing such facility, together with such subsidiary guarantees, were released and terminated. On December 26, 2019, the Company entered into a $35.0 million aggregate principal amount (the “CIBC Credit Facility”) Loan and Security Agreement (the “Loan Agreement”) by and among the Company and CIBC Bank USA (“CIBC”). The following is a summary of the terms of the CIBC Credit Facility: • Advances under the CIBC Credit Facility are to be used: (i) to refinance indebtedness to KeyBank; (ii) to finance the Company’s ongoing working capital requirements; and (iii) for general corporate purposes. The Company may also use a portion of the CIBC Credit Facility to finance permitted acquisitions and related costs. • All amounts due and owing, including, but not limited to, accrued and unpaid principal and interest due under the CIBC Credit Facility, will be payable in full on December 23, 2022. • The Credit Facility generally establishes a borrowing base of up to 85% of eligible domestic accounts receivable (90% of eligible foreign accounts receivable) plus up to the lesser of (i) 65% of eligible inventory, (ii) 85% of the appraised net orderly liquidation value of eligible inventory, and (iii) an eligible inventory sublimit as more fully set forth in the Loan Agreement, in each case, subject to lender reserves. • Loans may be based on (i) a Base Rate plus 0.5% per annum or (ii) LIBOR Rate plus 2.5% per annum (both as defined in the Loan Agreement), generally at the Company’s option. In the event of a default, at the option of CIBC, the interest rate on all obligations owing will increase by 2% per annum over the rate otherwise applicable. • The CIBC Credit Facility is secured by a first priority perfected security interest in substantially all of the Borrowers’ assets (subject to certain exceptions), including intellectual property. • The Loan Agreement contains customary representations and warranties, affirmative and negative covenants and customary events of default that permit CIBC to accelerate the Company’s outstanding obligations under the Credit Facility, all as set forth in the Loan Agreement and related documents. The CIBC Credit Facility also contains customary and usual financial covenants imposed by CIBC. • As of March 31, 2020, there was approximately $8 million of unused availability on the CIBC Credit Facility. In November 2017, the Company entered into a secured note financing transaction (the "Loan Transaction") with Conterra Agricultural Capital, LLC ("Conterra") for $12.5 million in gross proceeds. Pursuant to the Loan Transaction, the Company issued two secured promissory notes (the "Notes") to Conterra as follows: • Secured Real Estate Note • Secured Equipment Note On August 15, 2018, the Company completed a sale and leaseback transaction with American AgCredit involving certain equipment located at the Company's Five Points, California and Nampa, Idaho production facilities. Due to its terms, the sale and leaseback transaction was required to be accounted for as a financing arrangement. Accordingly, the proceeds received from American AgCredit were accounted for as proceeds from a debt financing. Under the terms of the transaction: • The Company sold the equipment to American AgCredit for $2,106,395 million in proceeds. The proceeds were used to pay off in full a note (in the principal amount of $2,081,527, plus accrued interest of $24,868) held by Conterra Agricultural Capital, LLC, which had an interest rate of 9.5% per annum and was secured by, among other things, the equipment. • The Company entered into a lease agreement with American AgCredit relating to the equipment. The lease agreement has a five-year term and provides for monthly lease payments of $40,023 (representing an annual interest rate of 5.6%). At the end of the lease term, the Company will repurchase the equipment for $1. Australian Facilities S&W Australia and Pasture Genetics both have debt facilities with National Australia Bank Ltd (“NAB”), all of which are guaranteed by the Company up to a maximum of AUD $15,000,000 (USD $9,219,000 at March 31, 2020) and cross-guaranteed by S&W Australia and Pasture Genetics. S&W Australia. S&W Australia has a series of debt facilities with NAB, the key terms of which were amended in February 2020 (in connection with the Pasture Genetics acquisition) and are as follows: • S&W Australia finances the purchase of most of its seed inventory from growers pursuant to a seasonal credit facility comprised of two facility lines: (i) an Overdraft Facility having a credit limit of AUD 2,000,000 (USD $1,229,200 at March 31, 2020) and a Borrowing Base Line having a credit limit of AUD 16,000,000 (USD $9,833,600 at March 31, 2020). The seasonal credit facility expires on March 31, 2022. As of March 31, 2020, the Borrowing Base Line accrued interest on Australian dollar drawings at approximately 4.3% per annum calculated daily. The Overdraft Facility permits S&W Australia to borrow funds on a revolving line of credit up to the credit limit. Interest accrues daily and is calculated by applying the daily interest rate to the balance owing at the end of the day and is payable monthly in arrears. As of March 31, 2020, the Overdraft Facility accrued interest at approximately 5.97% per annum calculated daily. As of March 31, 2020, AUD$12,700,000 (USD $7,805,420) was outstanding under S&W Australia’s seasonal credit facility with NAB. The seasonal credit facility is secured by a fixed and floating lien over all the present and future rights, property and undertakings of S&W Australia. • S&W Australia has a flexible rate loan (the “Term Loan”) in the amount of AUD $5.0 million (USD $3,073,000 at March 31, 2020). Required annual principal payments of AUD $500,000 on the Term Loan will commence on November 30, 2020, with the remainder of any unpaid balance becoming due on March 31, 2025. Monthly interest amounts outstanding under the Term Loan will be payable in arrears at a floating rate quoted by NAB for the applicable pricing period, plus 2.6%. The Term Loan is secured by a lien on all the present and future rights, property and undertakings of S&W Australia. • S&W Australia finances certain equipment purchases under a master asset finance facility with NAB. The master asset finance facility has various maturity dates through 2023 and have interest rates ranging from 3.64% to 5.31%. The credit limit under the facility is AUD $1,200,000 (USD $737,520) at March 31, 2020. As of March 31, 2020, AUD $950,634 (USD $584,259) was outstanding under S&W Australia’s master asset finance facility. • S&W Australia has a Machinery and Equipment Facility for the machinery and equipment used in the operations of the Keith building. The Machinery and Equipment Facility bears interest, payable in arrears, based on the Australian Trade Refinance Rate quoted by NAB at the time of the drawdown, plus 2.9%. As of March 31, 2020, AUD $187,901 (USD $115,485) was outstanding under the Machinery and Equipment Facility. S&W Australia was in compliance with all debt covenants under its debt facilities with NAB at March 31, 2020. Pasture Genetics. Pasture Genetics has a working capital facility with NAB with a credit limit of AUD $10.0 million (USD $6,146,000 at March 31, 2020) and a borrowing base determined from qualified inventory and accounts receivable. The facility will expire on March 31, 2022. Interest will be payable on amounts outstanding under the facility at a floating trade refinance rate quoted by NAB plus 1.5% at the time of each drawdown. The facility is secured by a fixed and floating lien over all the present and future rights, property and undertakings of Pasture Genetics. As of March 31, 2020, AUD $10.0 million (USD $6,146,000) was outstanding under Pasture Genetics’ working capital facility with NAB. Pasture Genetics has a vehicle loan facility with Toyota Finance. The vehicle loan facility has various maturity dates through 2023 and have interest rates ranging from 4.03% to 5.83%. As of March 31, 2020, AUD $806,127 (USD $495,446) was outstanding under Pasture Genetics’ asset finance facility. Pasture Genetics was in compliance with all debt covenants under its debt facility with NAB at March 31, 2020. The annual maturities of short-term and long-term debt are as follows: Fiscal Year Amount Remaining in 2020 $ 449,489 2021 1,584,543 2022 1,575,098 2023 9,820,039 2024 434,291 Thereafter 1,868,065 Total $ 15,731,525 |
Warrants
Warrants | 9 Months Ended |
Mar. 31, 2020 | |
Warrants And Rights Note Disclosure [Abstract] | |
WARRANTS | NOTE 10 - WARRANTS The following table summarizes the total warrants outstanding at March 31, 2020: Issue Date Exercise Price Per Share Expiration Date Outstanding as of June 30, 2019 New Issuances Expired Outstanding as of March 31, 2020 Warrants Dec 2014 $ 4.32 June 2020 2,699,999 — — 2,699,999 2,699,999 — — 2,699,999 The following table summarizes the total warrants outstanding at June 30, 2019: Issue Date Exercise Price Per Share Expiration Date Outstanding as of June 30, 2018 New Issuances Expired Outstanding as of June 30, 2019 Warrants Dec 2014 $ 4.32 June 2020 2,699,999 — — 2,699,999 2,699,999 — — 2,699,999 |
Equity
Equity | 9 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
EQUITY | NOTE 11 - EQUITY On September 5, 2018, the Company entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with MFP Partners, L.P. ("MFP"), pursuant to which the Company sold to MFP 1,607,717 shares of common stock of the Company (the "Common Shares") at a purchase price of $3.11 per share at an initial closing, and agreed to sell, subject to the satisfaction of certain conditions, 7,235 shares of newly designated Series A Convertible Preferred Stock of the Company ("Preferred Shares") to MFP at a purchase price of $3,110 per share at a second closing (the "Second Closing"). The Second Closing was completed on October 23, 2018, for aggregate gross proceeds of approximately $22.5 million, which was used primarily to fund the Chromatin Acquisition. The Preferred Shares carried no voting rights and were automatically convertible into shares of common stock at the rate of 1,000 shares of common stock per Preferred Share upon the approval of the Company's stockholders for the issuance of the requisite shares of common stock. Pursuant to the Securities Purchase Agreement, the Company agreed to use its reasonable best efforts to solicit the approval of its shareholders for the issuance of stock upon the conversion of the Preferred Shares at a special meeting of shareholders, and at each annual meeting of shareholders thereafter, if necessary. Approval was obtained at a Special Meeting of Stockholders held on November 20, 2018, and the Preferred Shares automatically converted into 7,235,000 shares of common stock on that same day. |
Foreign Currency Contracts
Foreign Currency Contracts | 9 Months Ended |
Mar. 31, 2020 | |
Foreign Currency [Abstract] | |
FOREIGN CURRENCY CONTRACTS | NOTE 12 - FOREIGN CURRENCY CONTRACTS The Company’s subsidiary, S&W Australia, is exposed to foreign currency exchange rate fluctuations in the normal course of its business, which the Company manages through the use of foreign currency forward contracts. These foreign currency contracts are not designated as hedging instruments; accordingly, changes in the fair value are recorded in current period earnings. These foreign currency contracts had a notional value of $5,172,681 at March 31, 2020, with maturities ranging from April to October 2020. The Company records an asset or liability on the consolidated balance sheet for the fair value of the foreign currency forward contracts. The foreign currency contract liabilities totaled $415,294 at March 31, 2020 and foreign currency contract liabilities totaled $42,255 at June 30, 2019. The Company recorded a loss on foreign exchange contracts of $476,224 and a gain of $56,990, which is reflected in cost of revenue for the three months ended March 31, 2020 and 2019, respectively. The Company recorded a loss on foreign exchange contracts of $402,546 and a gain of $53,650, which is reflected in cost of revenue for the nine months ended March 31, 2020 and 2019, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Mar. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 13 - COMMITMENTS AND CONTINGENCIES Contingencies Based on information currently available, management is not aware of any other matters that would have a material adverse effect on the Company's financial condition, results of operations or cash flows. Legal Matters The Company may be subject to various legal proceedings from time to time. The results of any future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors. Any current litigation is considered immaterial and counter claims have been assessed as remote. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 14 - RELATED PARTY TRANSACTIONS On September 5, 2018, the Company entered into the Securities Purchase Agreement with MFP, pursuant to which the Company sold the Common Shares at the Initial Closing and the Preferred Shares at the Second Closing. The Initial Closing was completed on September 5, 2018 and the Second Closing was completed on October 23, 2018. See Note 11 for further discussion on the Second Closing. On December 18, 2018, the Company entered into a Loan and Security Agreement (the "MFP Loan Agreement") with MFP, pursuant to which the Company was able to borrow up to $5,000,000, in minimum increments of $1,000,000, from MFP during the period beginning on December 18, 2018 and ending on the earlier to occur of (i) March 18, 2019 and (ii) certain specified events of default. Pursuant to the MFP Loan Agreement, interest accrued on outstanding principal at a fixed per annum rate of 6.0%. In addition, the Company was obligated to pay to MFP a fee equal to 2.0% of each advance under the MFP Loan Agreement. Concurrently with the execution of the MFP Loan Agreement, the Company drew down $1,000,000 under the MFP Loan Agreement, which was disbursed to the Company on December 21, 2018. On December 31, 2018, the Company repaid in full the $1,000,000 disbursed to the Company. As of March 31, 2020, no amounts remained outstanding under the MFP Loan Agreement. |
Equity-Based Compensation
Equity-Based Compensation | 9 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
EQUITY-BASED COMPENSATION | NOTE 15 - EQUITY-BASED COMPENSATION Equity Incentive Plans In October 2009 and January 2010, the Company's Board of Directors and stockholders, respectively, approved the 2009 Equity Incentive Plan (as amended and/or restated from time to time, the "2009 Plan"). The plan authorized the grant and issuance of options, restricted shares and other equity compensation to the Company's directors, employees, officers and consultants, and those of the Company's subsidiaries and parent, if any. In October 2012 and December 2012, the Company's Board of Directors and stockholders, respectively, approved the amendment and restatement of the 2009 Plan, including an increase in the number of shares available for issuance as grants and awards under the Plan to 1,250,000 shares. In September 2013 and December 2013, the Company's Board of Directors and stockholders, respectively, approved the amendment and restatement of the 2009 Plan, including an increase in the number of shares available for issuance as grants and awards under the Plan to 1,700,000 shares. In September 2015 and December 2015, the Company's Board of Directors and stockholders, respectively, approved the amendment and restatement of the 2009 Plan, including an increase in the number of shares available for issuance as grants and awards under the Plan to 2,450,000 shares. In January 2019, the Company's Board of Directors and stockholders approved the 2019 Equity Incentive Plan (the "2019 Plan") as a successor to and continuation of the 2009 Plan. Subject to adjustment for certain changes in the Company's capitalization, the aggregate number of shares of the Company's common stock that may be issued under the 2019 Plan will not exceed 4,243,790 shares, which is the sum of (i) 2,750,000 new shares, plus (ii) 350,343 shares that remained available for grant under the 2009 Plan as of January 16, 2019, plus (iii) 1,143,447 shares subject to outstanding stock awards granted under the 2009 Plan. The term of incentive stock options granted under the Company’s equity incentive plans may not exceed ten years, or five years for incentive stock options granted to an optionee owning more than 10% of the Company's voting stock. The exercise price of options granted under the Company’s equity incentive plans must be equal to or greater than the fair market value of the shares of the common stock on the date the option is granted. An incentive stock option granted to an optionee owning more than 10% of voting stock must have an exercise price equal to or greater than 110% of the fair market value of the common stock on the date the option is granted. The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. Stock options issued to non-employees are accounted for at their estimated fair value. The fair value of options granted to non-employees is re-measured as they vest. The Company amortizes stock-based compensation expense on a straight-line basis over the requisite service period. The Company utilizes a Black-Scholes-Merton option pricing model, which includes assumptions regarding the risk-free interest rate, dividend yield, life of the award, and the volatility of the Company's common stock to estimate the fair value of employee options grants. Weighted average assumptions used in the Black-Scholes-Merton model are set forth below: March 31, 2020 2019 Risk free rate 1.5% - 1.6% 2.5% - 3.0% Dividend yield 0 % 0 % Volatility 39.4% - 44.2% 34.5% - 41.5% Average forfeiture assumptions 2.7% 1.4 % During the nine months ended March 31, 2020, the Company granted options to purchase 1,869,934 shares of its common stock to certain of its Directors, members of the executive management team and other employees at exercise prices ranging from $2.26 - $2.37. These options vest in either quarterly or annual periods over one to three years, and expire ten years from the date of grant. A summary of stock option activity for the nine months ended March 31, 2020 and the year ended June 30, 2019 is presented below: Number Outstanding Weighted - Average Exercise Price Per Share Weighted- Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at June 30, 2018 792,074 $ 4.55 6.3 $ 10,413 Granted 497,178 2.85 — — Exercised — — — — Canceled/forfeited/expired (166,500 ) 6.17 — — Outstanding at June 30, 2019 1,122,752 3.55 8.0 34,135 Granted 1,869,934 2.37 — — Exercised — — — — Canceled/forfeited/expired (110,284 ) 3.95 — — Outstanding at March 31, 2020 2,882,402 2.74 8.8 — Options vested and exercisable at March 31, 2020 906,029 3.38 7.5 — Options vested and expected to vest as of March 31, 2020 2,878,070 $ 2.74 8.8 $ — The weighted average grant date fair value of options granted and outstanding at March 31, 2020 was $0.98. At March 31, 2020, the Company had $1,453,423 of unrecognized stock compensation expense, net of estimated forfeitures, related to the options under the 2009 and 2019 Plans, which will be recognized over the weighted average remaining service period of 2.8 years. The Company settles employee stock option exercises with newly issued shares of common stock. During the nine months ended March 31, 2020 and 2019, the Company issued 401,276 and 175,758 restricted stock units to its directors, certain members of the executive management team, and other employees. The restricted stock units have varying vesting periods ranging from immediate vesting to quarterly or annual installments over one to three-years. The fair value of the awards granted during the nine months ended March 31, 2020 and 2019 totaled $909,379 and $472,171, respectively, and was based on the closing stock price on the date of grants. The Company recorded $332,361 and $300,933 of stock-based compensation expense associated with grants of restricted stock units during the nine months ended March 31, 2020 and 2019, respectively. A summary of activity related to non-vested restricted stock units is presented below: Number of Unnvested Restricted Stock Units Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Life (Years) Unnvested restricted units outstanding at June 30, 2018 89,193 $ 3.98 1.1 Granted 175,758 2.69 2.8 Vested (107,747 ) 3.75 — Forfeited — — — Unnvested restricted units outstanding at June 30, 2019 157,204 2.69 1.4 Granted 401,276 2.27 2.8 Vested (130,874 ) 2.51 — Forfeited — — — Unnvested restricted units outstanding at March 31, 2020 427,606 $ 2.35 1.7 At March 31, 2020, the Company had $870,021 of unrecognized stock compensation expense related to the restricted stock units, which will be recognized over the weighted average remaining service period of 1.7 years. At March 31, 2020, there were 811,163 shares available under the 2019 Plan for future grants and awards. Stock-based compensation expense recorded for stock options, restricted stock grants and restricted stock units for the three months ended March 31, 2020 and 2019, totaled $325,587 and $156,175, respectively. Stock-based compensation expense recorded for stock options, restricted stock grants and restricted stock units for the nine months ended March 31, 2020 and 2019, totaled $794,191 and $533,633, respectively. |
Non-Cash Activities for Stateme
Non-Cash Activities for Statements of Cash Flows | 9 Months Ended |
Mar. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
NON-CASH ACTIVITIES FOR STATEMENTS OF CASH FLOWS | NOTE 16 - NON-CASH ACTIVITIES FOR STATEMENTS OF CASH FLOWS The below table represents supplemental information to the Company's consolidated statements of cash flows for non-cash activities during the nine months ended March 31, 2020 and 2019, respectively. Nine Months Ended March 31, 2020 2019 Purchase of equipment classified as financing lease (396,680 ) - Contingent consideration issued (4,332,059 ) - |
Subsequent Events
Subsequent Events | 9 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 17 - SUBSEQUENT EVENTS On April 14, 2020, the Company received loan proceeds of $1,958,600 (the “Loan”) pursuant to the Paycheck Protection Program under the recently enacted Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) administered by the U.S. Small Business Administration. The Loan is scheduled to mature on April 14, 2022 and has a 1.00% interest rate and is subject to the standard terms and conditions applicable to loans administered by the U.S. Small Business Administration under the CARES Act. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of S&W Seed Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements were prepared in accordance with U.S. GAAP and include the assets, liabilities, revenue and expenses of all wholly owned subsidiaries and majority-owned subsidiaries over which the Company's exercises control. Outside stockholders' interests in subsidiaries are shown on the condensed consolidated financial statements as Noncontrolling interests. The Company owns 50.1% of SeedVision, which is a variable interest entity as defined in ASC 810-10, Consolidation, . The Company owns 51.0% of Sorghum Solutions South Africa, which is a variable interest entity as defined in ASC 810-10, Consolidation, . Because the Company is its primary beneficiary, SeedVision's and Sorghum Solutions South Africa’s financial results are included in these financial statements. We have recorded a combined $0.8 million of current assets (restricted) and $0.3 million of current liabilities (nonrecourse) for these entities in our consolidated balance sheet as of March 31, 2020. We have recorded a combined $0.6 million of current assets (restricted) and $0.2 million of current liabilities (nonrecourse) for these entities in our consolidated balance sheet as of June 30, 2019. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The Company has prepared the accompanying consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. These consolidated financial statements are unaudited and, in the Company’s opinion, include all adjustments, consisting of normal recurring adjustments and accruals, necessary for a fair presentation of the Company’s consolidated balance sheets, statements of operations, comprehensive income (loss), cash flows and stockholders’ equity for the periods presented. Operating results for the periods presented are not necessarily indicative of the results to be expected for the full year ending |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates are adjusted to reflect actual experience when necessary. Significant estimates and assumptions affect many items in the financial statements. These include allowance for doubtful trade receivables, revenue recognition, 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 obligation, contingencies and litigation. Significant estimates and assumptions are also used to establish the fair value and useful lives of depreciable tangible and certain intangible assets, goodwill as well as valuing stock-based compensation. Actual results may differ from those estimates and assumptions, and such results may affect income, financial position or cash flows. |
Certain Risks and Concentrations | Certain Risks and Concentrations The Company’s revenue is principally derived from the sale of seed, the market for which is highly competitive. The Company depends on a core group of significant customers. Pioneer accounted for 41% and 44% of its revenue for the three months ended March 31, 2020 and 2019, respectively. Pioneer accounted for 35% and 59% of its revenue for the nine months ended March 31, 2020 and 2019, respectively. No customers accounted for greater than 10% of the Company’s accounts receivable at March 31, 2020. One customer accounted for 19% of the Company’s accounts receivable at June 30, 2019. The Company sells a substantial portion of its products to international customers. Sales to international markets represented 38% and 27% of revenue during the three months ended March 31, 2020 and 2019, respectively. Sales to international markets represented 41% and 25% of revenue during the nine months ended March 31, 2020 and 2019, respectively. The net book value of fixed assets located outside the United States was 11% and 11% of total fixed assets at March 31, 2020 and June 30, 2019, respectively. Cash balances located outside of the United States may not be insured and totaled $2,187,159 and $236,822 at March 31, 2020 and June 30, 2019, respectively. The following table shows revenue from external sources by destination country: Three Months Ended March 31, Nine Months Ended March 31, 2020 2019 2020 2019 United States $ 17,971,919 62 % $ 13,346,894 73 % $ 31,606,370 59 % $ 47,133,287 75 % Australia 6,657,668 23 % 767,044 4 % 7,720,707 14 % 2,137,194 3 % France 863,511 3 % 45,091 0 % 898,885 2 % 753,937 1 % Italy 722,027 2 % — 0 % 1,400,641 3 % 82,880 0 % Mexico 520,614 2 % 666,452 4 % 2,339,030 4 % 2,045,705 3 % South Africa 482,414 2 % 241,797 1 % 1,101,243 2 % 490,492 1 % Saudi Arabia 373,560 1 % 1,494,815 8 % 2,728,791 5 % 3,065,089 5 % Pakistan 301,515 1 % — 0 % 1,544,982 3 % 730,583 1 % Other 1,198,656 4 % 1,614,073 10 % 4,376,793 8 % 6,438,132 11 % Total $ 29,091,884 100 % $ 18,176,166 100 % $ 53,717,442 100 % $ 62,877,299 100 % |
International Operations | International Operations The Company translates its foreign operations’ assets and liabilities denominated in foreign currencies into U.S. dollars at the current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded in the cumulative translation account, a component of accumulated other comprehensive income (loss). Gains or losses from foreign currency transactions are included in the consolidated statement of operations. |
Cost of Revenue | Cost of Revenue The Company records purchasing and receiving costs, inspection costs and warehousing costs in cost of revenue. When the Company is required to pay for outward freight and/or the costs incurred to deliver products to its customers, the costs are included in cost of revenue. |
Cash and Cash Equivalents | Cash and Cash Equivalents For financial statement presentation purposes, the Company considers time deposits, certificates of deposit and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. At times, cash and cash equivalents balances exceed amounts insured by the Federal Deposit Insurance Corporation. |
Accounts Receivable | Accounts Receivable The Company provides an allowance for doubtful trade receivables equal to the estimated uncollectible amounts. That estimate is based on historical collection experience, current economic and market conditions and a review of the current status of each customer’s trade accounts receivable. The allowance for doubtful trade receivables was $1,727,437 and $1,576,900 at March 31, 2020 and June 30, 2019, respectively. |
Inventories | Inventories Inventories consist of seed and packaging materials. Inventories are stated at the lower of cost or net realizable value, and an inventory reserve permanently reduces the cost basis of inventory. Inventories are valued as follows: Actual cost is used to value raw materials such as packaging materials, as well as goods in process. Costs for substantially all finished goods, which include the cost of carryover crops from the previous year, are valued at actual cost. Actual cost for finished goods includes plant conditioning and packaging costs, direct labor and raw materials and manufacturing overhead costs based on normal capacity. The Company records abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage) as current period charges and allocates fixed production overhead to the costs of finished goods based on the normal capacity of the production facilities. The Company’s subsidiary, S&W Australia, does not fix the final price for seed payable to its growers until the completion of a given year’s sales cycle pursuant to its standard contract production agreement. S&W Australia records an estimated unit price; accordingly, inventory, cost of revenue and gross profits are based upon management’s best estimate of the final purchase price to growers. Inventory is periodically reviewed to determine if it is marketable, obsolete or impaired. Inventory that is determined to be obsolete or impaired is written off to expense at the time the impairment is identified. Inventory quality is a function of germination percentage. Our experience has shown that our alfalfa seed quality tends to be stable under proper storage conditions; therefore, we do not view inventory obsolescence for alfalfa seed as a material concern. Hybrid crops (sorghum and sunflower) seed quality may be affected by warehouse storage pests such as insects and rodents. The Company maintains a strict pest control program to mitigate risk and maximize hybrid seed quality. Components of inventory are: March 31, 2020 June 30, 2019 Raw materials and supplies $ 1,834,345 $ 664,541 Work in progress 8,779,237 5,664,934 Finished goods 60,194,382 64,966,045 $ 70,807,964 $ 71,295,520 |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment is depreciated using the straight-line method over the estimated useful life of the asset - periods of 5-35 years for buildings, 2-20 years for machinery and equipment, and 2-5 years for vehicles. |
Intangible Assets | Intangible Assets Intangible assets acquired in business acquisitions are reported at their initial fair value less accumulated amortization. Intangible assets are amortized using the straight-line method over the estimated useful life of the asset. Periods of 10-30 years for technology/IP/germplasm, 5-20 years for customer relationships and trade names and 3-20 for other intangible assets. The weighted average estimated useful lives are 25 years for technology/IP/germplasm, 17 years for customer relationships, 18 years for trade names, 15 years for license agreements and 16 years for other intangible assets. |
Goodwill | Goodwill Goodwill originated from acquisitions of Imperial Valley Seeds, Inc. (“IVS”) and S&W Australia in fiscal year 2013, the acquisition of the alfalfa business from Pioneer in fiscal year 2015, the acquisition of assets of SV Genetics in fiscal year 2016, the acquisition of substantially all of the assets of Chromatin, Inc. in fiscal year 2019 and the acquisition of Pasture Genetics in fiscal year 2020. Goodwill is assessed at least annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If management concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, management conducts a quantitative goodwill impairment test. The goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The Company uses market capitalization and an estimate of a control premium to estimate the fair value of its one reporting unit as well as discounted cash flow analysis. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The Company performed a quantitative assessment of goodwill at June 30, 2019 and determined that goodwill was fully impaired. See Note 7 for further information. |
Investment in Bioceres S.A | Investment in Bioceres S.A. The Company owns less than 1% of Bioceres, S.A., a provider of crop productivity solutions headquartered in Argentina. The carrying value of the investment is $1.3 million at March 31, 2020 and June 30, 2019, and the investment is included in Other Assets on the Consolidated Balance Sheet. The Company adopted ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities Investments – Equity Securities No adjustments for impairment or observable transactions were made for the three months or nine months ended March 31, 2020 or March 31, 2019. |
Research and Development Costs | Research and Development Costs The Company is engaged in ongoing research and development (“R&D”) of proprietary seed and stevia varieties. All R&D costs must be charged to expense as incurred. Accordingly, internal R&D costs are expensed as incurred. Third-party R&D costs are expensed when the contracted work has been performed or as milestone results have been achieved. The costs associated with equipment or facilities acquired or constructed for R&D activities that have alternative future uses are capitalized and depreciated on a straight-line basis over the estimated useful life of the asset. |
Income Taxes | 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 nine months ended March 31, 2020 has been affected by the valuation allowance on the Company’s deferred tax assets. |
Net Income (Loss) Per Common Share Data | Net Income (Loss) Per Common Share Data Basic net income (loss) per common share ("EPS"), is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted EPS is calculated by adjusting both the numerator (net income (loss)) and the denominator (weighted-average number of shares outstanding) for the dilutive effects of potentially dilutive securities, including options, restricted stock awards and common stock warrants. The treasury stock method is used for common stock warrants, stock options, and restricted stock awards. Under this method, consideration that would be received upon exercise (as well as remaining compensation cost to be recognized for awards not yet vested) is assumed to be used to repurchase shares of stock in the market, with net number of shares assumed to be issued added to the denominator. The calculation of Basic and Diluted EPS is shown in the table below. Three Months Ended March 31, Nine Months Ended March 31, 2020 2019 2020 2019 Numerator: Net loss attributable to S&W Seed Company $ (3,281,749 ) $ (3,341,900 ) $ (14,872,096 ) $ (6,087,025 ) Numerator for basis EPS (3,281,749 ) (3,341,900 ) (14,872,096 ) (6,087,025 ) Effect of dilutive securities: Warrants — — — — — — — — Numerator for diluted EPS $ (3,281,749 ) $ (3,341,900 ) $ (14,872,096 ) $ (6,087,025 ) Denominator: Denominator for basic EPS-weighted- average shares 33,385,376 33,267,258 33,323,239 29,043,493 Effect of dilutive securities: Employee stock options — — — — Employee restricted stock units — — — — Warrants — — — — Dilutive potential common shares — — — — Denominator for diluted EPS - adjusted weighted average shares and assumed conversions 33,385,376 33,267,258 33,323,239 29,043,493 Basic EPS $ (0.10 ) $ (0.10 ) $ (0.45 ) $ (0.21 ) Diluted EPS $ (0.10 ) $ (0.10 ) $ (0.45 ) $ (0.21 ) The effects of employee stock options and stock units, and warrants are excluded because they would be anti-dilutive due to the Company’s net loss for the three and nine months ended March 31, 2020 and 2019. |
Impairment of Long-lived Assets | Impairment of Long-Lived Assets The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of long-lived assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. Refer to Note 4 and Note 7 for impairment discussion. |
Derivative Financial Instruments | Derivative Financial Instruments Foreign Exchange Contracts The Company’s subsidiary, S&W Australia, is exposed to foreign currency exchange rate fluctuations in the normal course of its business, which the Company at times manages through the use of foreign currency forward contracts. The Company has entered into certain derivative financial instruments (specifically foreign currency forward contracts), and accounts for these instruments in accordance with ASC Topic 815, “Derivatives and Hedging”, which establishes accounting and reporting standards requiring that derivative instruments be recorded on the balance sheet as either an asset or liability measured at fair value. The Company’s foreign currency contracts are not designated as hedging instruments under ASC 815; accordingly, changes in the fair value are recorded in current period earnings. |
Fair Values of Financial Instruments | Fair Value of Financial Instruments The Company discloses assets and liabilities that are recognized and measured at fair value, presented in a three-tier fair value hierarchy, as follows: • Level 1. Observable inputs such as quoted prices in active markets; • Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and • Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The assets acquired and liabilities assumed in the Chromatin acquisition were valued at fair value on a non-recurring basis as of October 25, 2018. The assets acquired and liabilities assumed in the Dow Wheat acquisition (see Note 7) were valued at fair value on a non-recurring basis as of August 15, 2019. The assets acquired and liabilities assumed in the Pasture Genetics acquisitions (see Note 6) were valued at fair value on a non-recurring basis as of February 24, 2020. The carrying value of cash and cash equivalents, accounts payable, short-term and all long-term borrowings, as reflected in the consolidated balance sheets, approximate fair value because of the short-term maturity of these instruments or interest rates commensurate with market rates. There have been no changes in operations and/or credit characteristics since the date of issuance that could impact the relationship between interest rate and market rates. Assets and liabilities that are recognized and measured at fair value on a recurring basis are categorized as follows: Fair Value Measurements as of March 31, 2020 Using: Level 1 Level 2 Level 3 Foreign exchange contract liability $ — $ 415,294 $ — Contingent consideration obligation — — 4,037,922 Total $ — $ 415,294 $ 4,037,922 Fair Value Measurements as of June 30, 2019 Using: Level 1 Level 2 Level 3 Foreign exchange contract liability $ — $ 42,255 $ — Total $ — $ 42,255 $ — |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Company adopted Accounting Standards Update No. 2016-02: Leases The adoption of ASC 842 resulted in the recognition of $2.6 million of right-of-use assets ("ROU assets") and $4.3 million related lease liabilities as of July 1, 2019, with no cumulative effect adjustment. The adoption of ASC 842 had no impact on the Company’s consolidated statement of operations and consolidated statement of cash flows. The Company adopted ASC 842 on a modified retrospective approach at the effective date and, therefore, did not revise comparative period information or disclosure. In addition, the Company elected the package of practical expedients permitted under ASC 842. See "Note 3—Leases" for additional information on the adoption of ASC 842. |
Recently Issued, but Not Yet Adopted, Accounting Pronouncements | Recently Issued, but Not Yet Adopted, Accounting Pronouncements In August 2018, the FASB issued authoritative guidance intended to address a customer’s accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. This guidance aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance also requires presentation of the capitalized implementation costs in the statement of financial position and in the statement of cash flows in the same line item that a prepayment for the fees of the associated hosting arrangement would be presented, and the expense related to the capitalized implementation costs to be presented in the same line item in the statement of operations as the fees associated with the hosting element (service) of the arrangement. This guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating the impact of the adoption of Subtopic 350-40 on its consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Revenues from External Customers by Country | The following table shows revenue from external sources by destination country: Three Months Ended March 31, Nine Months Ended March 31, 2020 2019 2020 2019 United States $ 17,971,919 62 % $ 13,346,894 73 % $ 31,606,370 59 % $ 47,133,287 75 % Australia 6,657,668 23 % 767,044 4 % 7,720,707 14 % 2,137,194 3 % France 863,511 3 % 45,091 0 % 898,885 2 % 753,937 1 % Italy 722,027 2 % — 0 % 1,400,641 3 % 82,880 0 % Mexico 520,614 2 % 666,452 4 % 2,339,030 4 % 2,045,705 3 % South Africa 482,414 2 % 241,797 1 % 1,101,243 2 % 490,492 1 % Saudi Arabia 373,560 1 % 1,494,815 8 % 2,728,791 5 % 3,065,089 5 % Pakistan 301,515 1 % — 0 % 1,544,982 3 % 730,583 1 % Other 1,198,656 4 % 1,614,073 10 % 4,376,793 8 % 6,438,132 11 % Total $ 29,091,884 100 % $ 18,176,166 100 % $ 53,717,442 100 % $ 62,877,299 100 % |
Components of Inventory | Components of inventory are: March 31, 2020 June 30, 2019 Raw materials and supplies $ 1,834,345 $ 664,541 Work in progress 8,779,237 5,664,934 Finished goods 60,194,382 64,966,045 $ 70,807,964 $ 71,295,520 |
Schedule of Calculation of Basic and Diluted EPS | The calculation of Basic and Diluted EPS is shown in the table below. Three Months Ended March 31, Nine Months Ended March 31, 2020 2019 2020 2019 Numerator: Net loss attributable to S&W Seed Company $ (3,281,749 ) $ (3,341,900 ) $ (14,872,096 ) $ (6,087,025 ) Numerator for basis EPS (3,281,749 ) (3,341,900 ) (14,872,096 ) (6,087,025 ) Effect of dilutive securities: Warrants — — — — — — — — Numerator for diluted EPS $ (3,281,749 ) $ (3,341,900 ) $ (14,872,096 ) $ (6,087,025 ) Denominator: Denominator for basic EPS-weighted- average shares 33,385,376 33,267,258 33,323,239 29,043,493 Effect of dilutive securities: Employee stock options — — — — Employee restricted stock units — — — — Warrants — — — — Dilutive potential common shares — — — — Denominator for diluted EPS - adjusted weighted average shares and assumed conversions 33,385,376 33,267,258 33,323,239 29,043,493 Basic EPS $ (0.10 ) $ (0.10 ) $ (0.45 ) $ (0.21 ) Diluted EPS $ (0.10 ) $ (0.10 ) $ (0.45 ) $ (0.21 ) |
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 March 31, 2020 Using: Level 1 Level 2 Level 3 Foreign exchange contract liability $ — $ 415,294 $ — Contingent consideration obligation — — 4,037,922 Total $ — $ 415,294 $ 4,037,922 Fair Value Measurements as of June 30, 2019 Using: Level 1 Level 2 Level 3 Foreign exchange contract liability $ — $ 42,255 $ — Total $ — $ 42,255 $ — |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Lessee Disclosure [Abstract] | |
Summary of Components of Lease Assets and Liabilities | The components of lease assets and liabilities are as follows: Leases Balance Sheet Classification March 31, 2020 Assets: Right of use assets - operating leases Other assets $ 4,174,473 Right of use assets - finance leases Other assets 1,053,231 Accumulated amortization - finance leases Other assets (225,692 ) Right of use assets - finance leases, net Other assets 827,539 Total lease assets $ 5,002,012 Liabilities: Current portion of long-term debt, net Current portion of long-term debt, net 691,142 Current lease liabilities Accrued expenses and other current liabilities 1,136,890 Long-term debt, net Long-term debt, net 1,512,934 Long-term lease liabilities Other non-current liabilities 3,314,821 Total lease liabilities $ 6,655,787 |
Summary of Components of Lease Cost | The components of lease cost are as follows: Leases Income Statement Classification Three Months Ended March 31, 2020 Nine Months Ended March 31, 2020 Operating lease cost Cost of revenue $ 77,559 $ 220,444 Operating lease cost Selling, general and administrative expenses 155,165 462,499 Operating lease cost Research and development expenses 52,304 156,836 Finance lease cost Depreciation and amortization 163,689 392,852 Total lease costs $ 448,717 $ 1,232,631 |
Summary of Maturities of Lease Liabilities | Maturities of lease liabilities as of March 31, 2020 are as follows: Operating Leases Finance Leases Remainder of 2020 $ 237,829 $ 199,832 2021 1,250,558 820,800 2022 1,098,640 736,979 2023 790,438 628,491 2024 727,645 59,861 After 2024 849,495 — Total lease payments 4,954,605 2,445,963 Less: Interest 502,894 241,887 Present value of lease liabilities $ 4,451,711 $ 2,204,076 |
Schedule of Future Minimum Lease Payments for Operating Leases | Future minimum lease payments for operating leases accounted for under ASC 840, “Leases” in excess of one year at June 30, 2019 were as follows: June 30, 2019 2020 $ 640,135 2021 634,422 2022 352,730 2023 201,800 2024 235,776 After 2024 366,581 Total $ 2,431,444 |
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 March 31, 2020: Operating lease remaining lease term 4.8 years Operating lease discount rate 5.43 % Finance lease remaining lease term 3.25 years Finance lease discount rate 6.27 % Cash paid for operating leases $ 347,629 Cash paid for finance leases $ 528,458 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Revenues [Abstract] | |
Schedule of disaggregation of revenues | The following table disaggregates the Company’s revenue by type of contract: Three Months Ended March 31, Nine Months Ended March 31, 2020 2019 2020 2019 Pioneer product sales $ 11,203,883 $ 7,868,654 $ 17,611,005 $ 37,054,268 Other product sales 16,857,379 10,232,959 34,368,929 25,497,136 Services 1,030,622 74,553 1,737,508 325,895 $ 29,091,884 $ 18,176,166 $ 53,717,442 $ 62,877,299 |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Chromatin Acquisition | |
Business Acquisition [Line Items] | |
Schedule of Purchase Price Allocation | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date of October 25, 2018: October 25, 2018 Cash and cash equivalents $ 95,049 Accounts receivable 947,015 Inventories 6,959,936 Prepaid expenses and other current assets 16,501 Property, plant and equipment 10,193,620 Assets held for sale 1,930,400 In-process research and development 380,000 Technology/IP - germplasm 7,200,000 Trade names 150,000 Goodwill 1,573,546 Current liabilities (2,881,198 ) Noncurrent liabilities (114,869 ) Total acquisition cost allocated $ 26,450,000 |
Assets Held for Sale | Management determined that one of the facilities acquired as part of the Chromatin acquisition would not be operated and was being held for sale. The components of that facility were: Land and improvements 320,000 Buildings and improvements 1,380,000 Machinery and equipment 332,000 Less: Costs to sell (101,600 ) Less: Fair value adjustment subsequently recorded (1,316,093 ) Assets recorded as held for sale that have been subsequently sold $ 614,307 |
Useful Lives of Acquired Intangibles in business Combination | The values and useful lives of the acquired intangibles are as follows: Estimated Useful Life (Years) Estimated Fair Value In-process research and development n/a $ 380,000 Technology/IP - germplasm 30 7,200,000 Trade names 5 150,000 Total identifiable intangible assets $ 7,730,000 |
Business Acquisition, Pro Forma Information | The following unaudited pro forma financial information presents results as if the Acquisition occurred on July 1, 2018. Nine Months Ended March 31, 2019 Revenue $ 64,550,476 Net loss $ (8,003,421 ) |
Pasture Genetics Acquisition | |
Business Acquisition [Line Items] | |
Schedule of Purchase Price Allocation | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date of February 24, 2020: February 24, 2020 Cash and cash equivalents $ 25,027 Accounts receivable 3,406,169 Inventories 6,145,876 Prepaid expenses and other current assets 191,536 Property, plant and equipment 993,525 Trade names 428,590 Customer relationships 4,351,840 Goodwill 2,555,175 Accounts payable (4,254,043 ) Current liabilities (1,452,984 ) Vehicle loans (544,608 ) Noncurrent liabilities (16,399 ) Total acquisition cost allocated $ 11,829,704 |
Useful Lives of Acquired Intangibles in business Combination | The values and useful lives of the acquired intangibles are as follows: Estimated Useful Life (Years) Estimated Fair Value Trade names 5 $ 428,590 Customer relationships 20 4,351,840 Total identifiable intangible assets $ 4,780,430 |
Business Acquisition, Pro Forma Information | The following unaudited pro forma financial information presents results as if the Acquisition occurred on July 1, 2018. Nine Months Ended Nine Months Ended March 31, 2020 March 31, 2019 Revenue $ 62,912,342 $ 78,162,161 Net loss $ (15,543,252 ) $ (6,861,127 ) |
Fair Value of Consideration Transferred | The acquisition-date fair value of the consideration transferred consisted of the following: February 24, 2020 Cash paid to seller $ 913,943 Cash paid to settle outstanding legacy debt 882,990 Cash paid for non-compete agreement 131,874 Cash paid to settle legacy outstanding working capital debt 5,568,838 Contingent earn-out 4,332,059 Total purchase price $ 11,829,704 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Activity of Goodwill | The following table summarizes the activity of goodwill for the nine months ended March 31, 2020 and the year ended June 30, 2019, respectively. Balance at July 1, 2019 Additions Impairment Currency Translation Adjustment Balance at March 31, 2020 Goodwill $ — $ 2,555,175 $ — $ (173,491 ) $ 2,381,684 Balance at July 1, 2018 Additions Impairment Currency Translation Adjustment Balance at June 30, 2019 Goodwill $ 10,292,265 $ 1,573,546 $ (11,865,811 ) $ — $ — |
Schedule of Intangible Assets | Intangible assets consist of the following: Balance at July 1, 2019 Additions Impairment Amortization Currency Translation Adjustment Balance at March 31, 2020 Trade name $ 1,205,346 $ 428,590 $ — $ (88,114 ) $ (28,966 ) $ 1,516,856 Customer relationships 1,055,747 4,351,840 — (94,755 ) (296,059 ) 5,016,774 Non-compete 30,267 — — (12,603 ) — 17,664 GI customer list 64,475 — — (5,373 ) — 59,102 Supply agreement 1,002,154 — — (56,728 ) — 945,426 Grower relationships 1,647,800 — — (79,055 ) — 1,568,745 Intellectual property 26,786,468 — — (1,028,115 ) — 25,758,353 In process research and development 380,000 — — — — 380,000 License agreement — 2,400,863 — (93,683 ) (206,783 ) 2,100,397 Internal use software 542,227 — — (50,834 ) — 491,393 $ 32,714,484 $ 7,181,293 $ — $ (1,509,259 ) $ (531,808 ) $ 37,854,710 Balance at July 1, 2018 Additions Impairment Amortization Currency Translation Adjustment Balance at June 30, 2019 Trade name $ 1,159,826 $ 150,000 $ — $ (104,480 ) $ — $ 1,205,346 Customer relationships 1,156,955 — — (101,208 ) — 1,055,747 Non-compete 62,720 — — (32,453 ) — 30,267 GI customer list 71,639 — — (7,164 ) — 64,475 Supply agreement 1,077,783 — — (75,629 ) — 1,002,154 Distribution agreement 6,344,253 — (5,991,792 ) (352,461 ) — — Grower relationships 1,753,208 — — (105,408 ) — 1,647,800 Intellectual property 20,873,393 7,200,000 — (1,286,925 ) — 26,786,468 In process research and development — 380,000 — — — 380,000 Internal use software 610,003 43,000 (43,000 ) (67,776 ) — 542,227 $ 33,109,780 $ 7,773,000 $ (6,034,792 ) $ (2,133,504 ) $ — $ 32,714,484 |
Intangible Assets (Future Amortization) | Estimated aggregate remaining amortization is as follows: 2020 2021 2022 2023 2024 Thereafter Amortization expense $ 494,703 $ 1,967,010 $ 1,914,228 $ 1,835,050 $ 1,814,590 $ 29,829,129 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Components of Property, Plant and Equipment | Components of property, plant and equipment were as follows: March 31, 2020 June 30, 2019 Land and improvements $ 2,120,274 $ 2,150,085 Buildings and improvements 9,919,980 10,018,108 Machinery and equipment 13,185,919 12,579,698 Vehicles 1,955,881 2,099,814 Leasehold Improvements 552,811 — Construction in progress 19,276 66,921 Total property, plant and equipment 27,754,141 26,914,626 Less: accumulated depreciation (7,125,719 ) (6,279,677 ) Property, plant and equipment, net $ 20,628,422 $ 20,634,949 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Total Debt Outstanding | Total debt outstanding is presented on the consolidated balance sheet as follows: March 31, 2020 June 30, 2019 Working capital lines of credit KeyBank $ — $ 2,350,000 CIBC 14,955,000 — National Australia Bank Limited 13,951,420 8,426,400 National Australia Bank Limited Overdraft Facility — 351,544 Debt issuance costs (761,231 ) (372,396 ) Total working capital lines of credit, net $ 28,145,189 $ 10,755,548 Current portion of long-term debt Capital lease $ 691,142 $ 563,087 Debt issuance costs (8,898 ) (11,070 ) Term loan - National Australia Bank Limited 307,300 73,731 Machinery & equipment loans - National Australia Bank Limited 314,073 215,519 Vehicle loans - Toyota Finance 189,470 — Unsecured subordinate promissory note 100,000 100,000 Secured real estate note - Conterra 202,374 247,942 Debt issuance costs (39,556 ) (75,707 ) Total current portion, net 1,755,905 1,113,502 Long-term debt, less current portion Capital lease 1,512,933 1,709,481 Debt issuance costs (8,680 ) (15,078 ) Term loan - National Australia Bank Limited 2,765,700 256,303 Machinery & equipment loans - National Australia Bank Limited 385,672 309,988 Vehicle loans - Toyota Finance 305,976 — Secured real estate note - Conterra 8,956,886 9,922,269 Debt issuance costs (65,927 ) (24,869 ) Total long-term portion, net 13,852,560 12,158,095 Total debt, net $ 15,608,465 $ 13,271,596 |
Schedule of Annual Maturities of Short-Term and Long-Term Debt | The annual maturities of short-term and long-term debt are as follows: Fiscal Year Amount Remaining in 2020 $ 449,489 2021 1,584,543 2022 1,575,098 2023 9,820,039 2024 434,291 Thereafter 1,868,065 Total $ 15,731,525 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Warrants And Rights Note Disclosure [Abstract] | |
Schedule of Warrants Outstanding | The following table summarizes the total warrants outstanding at March 31, 2020: Issue Date Exercise Price Per Share Expiration Date Outstanding as of June 30, 2019 New Issuances Expired Outstanding as of March 31, 2020 Warrants Dec 2014 $ 4.32 June 2020 2,699,999 — — 2,699,999 2,699,999 — — 2,699,999 The following table summarizes the total warrants outstanding at June 30, 2019: Issue Date Exercise Price Per Share Expiration Date Outstanding as of June 30, 2018 New Issuances Expired Outstanding as of June 30, 2019 Warrants Dec 2014 $ 4.32 June 2020 2,699,999 — — 2,699,999 2,699,999 — — 2,699,999 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Summary of Activity Related to Non-Vested Restricted Stock Units | A summary of activity related to non-vested restricted stock units is presented below: Number of Unnvested Restricted Stock Units Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Life (Years) Unnvested restricted units outstanding at June 30, 2018 89,193 $ 3.98 1.1 Granted 175,758 2.69 2.8 Vested (107,747 ) 3.75 — Forfeited — — — Unnvested restricted units outstanding at June 30, 2019 157,204 2.69 1.4 Granted 401,276 2.27 2.8 Vested (130,874 ) 2.51 — Forfeited — — — Unnvested restricted units outstanding at March 31, 2020 427,606 $ 2.35 1.7 |
Stock Options | |
Schedule of Weighted Average Assumptions Used in Black-Scholes-Merton Model | Weighted average assumptions used in the Black-Scholes-Merton model are set forth below: March 31, 2020 2019 Risk free rate 1.5% - 1.6% 2.5% - 3.0% Dividend yield 0 % 0 % Volatility 39.4% - 44.2% 34.5% - 41.5% Average forfeiture assumptions 2.7% 1.4 % |
Summary of Stock Option Activity | A summary of stock option activity for the nine months ended March 31, 2020 and the year ended June 30, 2019 is presented below: Number Outstanding Weighted - Average Exercise Price Per Share Weighted- Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at June 30, 2018 792,074 $ 4.55 6.3 $ 10,413 Granted 497,178 2.85 — — Exercised — — — — Canceled/forfeited/expired (166,500 ) 6.17 — — Outstanding at June 30, 2019 1,122,752 3.55 8.0 34,135 Granted 1,869,934 2.37 — — Exercised — — — — Canceled/forfeited/expired (110,284 ) 3.95 — — Outstanding at March 31, 2020 2,882,402 2.74 8.8 — Options vested and exercisable at March 31, 2020 906,029 3.38 7.5 — Options vested and expected to vest as of March 31, 2020 2,878,070 $ 2.74 8.8 $ — |
Non-Cash Activities for State_2
Non-Cash Activities for Statements of Cash Flows (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Consolidated Statements of Cash Flows for Non-Cash Activities | The below table represents supplemental information to the Company's consolidated statements of cash flows for non-cash activities during the nine months ended March 31, 2020 and 2019, respectively. Nine Months Ended March 31, 2020 2019 Purchase of equipment classified as financing lease (396,680 ) - Contingent consideration issued (4,332,059 ) - |
Background and Organization - A
Background and Organization - Additional Information (Details) $ in Millions | 1 Months Ended | |
Aug. 30, 2019USD ($) | Mar. 31, 2020 | |
Minimum | ||
Background And Organizations [Line Items] | ||
Number of countries in which S&W operates | 30 | |
S&W Australia | ||
Background And Organizations [Line Items] | ||
One time license fee | $ 2.3 | |
Purchase price of equipment | $ 0.3 | |
License initial term | 15 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2020USD ($)Customer | Mar. 31, 2019USD ($) | Jun. 30, 2019USD ($)Customer | Jul. 01, 2019USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||||||
Current assets (restricted) | $ 800,000 | $ 800,000 | $ 600,000 | |||
Current liabilities (nonrecourse) | $ 300,000 | $ 300,000 | $ 200,000 | |||
Net book value of fixed assets located outside the United States, percent of total | 11.00% | 11.00% | 11.00% | |||
Cash balances located outside of the United States | $ 2,187,159 | $ 2,187,159 | $ 236,822 | |||
Disclosure on Geographic Areas, Fixed Assets | The net book value of fixed assets located outside the United States was 11% and 11% of total fixed assets at March 31, 2020 and June 30, 2019, respectively. Cash balances located outside of the United States may not be insured and totaled $2,187,159 and $236,822 at March 31, 2020 and June 30, 2019, respectively. | |||||
Allowance for doubtful trade receivables | 1,727,437 | $ 1,727,437 | 1,576,900 | |||
Adjustments for impairment or observable transactions | 0 | $ 0 | 0 | $ 0 | ||
Right-of-use assets | 4,174,473 | 4,174,473 | $ 2,600,000 | |||
Lease liabilities | 4,451,711 | 4,451,711 | $ 4,300,000 | |||
Other Assets | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Carrying value of investment | $ 1,300,000 | $ 1,300,000 | $ 1,300,000 | |||
Minimum | Technology/IP | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Useful life | 10 years | |||||
Minimum | Customer Relationships | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Useful life | 5 years | |||||
Minimum | Trade Name | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Useful life | 5 years | |||||
Minimum | Other Intangibles | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Useful life | 3 years | |||||
Minimum | Building | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Estimated useful lives | 5 years | |||||
Minimum | Machinery and Equipment | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Estimated useful lives | 2 years | |||||
Minimum | Vehicles | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Estimated useful lives | 2 years | |||||
Maximum | Technology/IP | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Useful life | 30 years | |||||
Maximum | Customer Relationships | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Useful life | 20 years | |||||
Maximum | Trade Name | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Useful life | 20 years | |||||
Maximum | Other Intangibles | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Useful life | 20 years | |||||
Maximum | Building | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Estimated useful lives | 35 years | |||||
Maximum | Machinery and Equipment | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Estimated useful lives | 20 years | |||||
Maximum | Vehicles | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Estimated useful lives | 5 years | |||||
Maximum | Argentina | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Ownership percentage in Bioceres, S.A. | 1.00% | 1.00% | ||||
Weighted Average | Technology/IP | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Useful life | 25 years | |||||
Weighted Average | Customer Relationships | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Useful life | 17 years | |||||
Weighted Average | Trade Name | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Useful life | 18 years | |||||
Weighted Average | Other Intangibles | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Useful life | 16 years | |||||
Weighted Average | License Agreements | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Useful life | 15 years | |||||
Customer Concentration Risk | Revenue | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Concentration risk, percentage | 41.00% | 44.00% | 35.00% | 59.00% | ||
Credit Concentration Risk | Accounts Receivable | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Concentration risk, percentage | 19.00% | |||||
Number of customers | Customer | 0 | 1 | ||||
Credit Concentration Risk | Accounts Receivable | Minimum | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Concentration risk, percentage | 10.00% | |||||
Geographic Concentration Risk | Revenue | Non-US | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Concentration risk, percentage | 38.00% | 27.00% | 41.00% | 25.00% | ||
SeedVision | Variable Interest Entity | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Ownership percentage in variable interest entity | 50.10% | |||||
Sorghum Solutions | Variable Interest Entity | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Ownership percentage in variable interest entity | 51.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Revenues from External Customers by Country (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenues from external customers | $ 29,091,884 | $ 18,176,166 | $ 53,717,442 | $ 62,877,299 |
Revenue from external customers by country, percentage | 100.00% | 100.00% | 100.00% | 100.00% |
United States | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues from external customers | $ 17,971,919 | $ 13,346,894 | $ 31,606,370 | $ 47,133,287 |
Revenue from external customers by country, percentage | 62.00% | 73.00% | 59.00% | 75.00% |
Australia | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues from external customers | $ 6,657,668 | $ 767,044 | $ 7,720,707 | $ 2,137,194 |
Revenue from external customers by country, percentage | 23.00% | 4.00% | 14.00% | 3.00% |
France | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues from external customers | $ 863,511 | $ 45,091 | $ 898,885 | $ 753,937 |
Revenue from external customers by country, percentage | 3.00% | 0.00% | 2.00% | 1.00% |
Italy | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues from external customers | $ 722,027 | $ 1,400,641 | $ 82,880 | |
Revenue from external customers by country, percentage | 2.00% | 0.00% | 3.00% | 0.00% |
Mexico | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues from external customers | $ 520,614 | $ 666,452 | $ 2,339,030 | $ 2,045,705 |
Revenue from external customers by country, percentage | 2.00% | 4.00% | 4.00% | 3.00% |
South Africa | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues from external customers | $ 482,414 | $ 241,797 | $ 1,101,243 | $ 490,492 |
Revenue from external customers by country, percentage | 2.00% | 1.00% | 2.00% | 1.00% |
Saudi Arabia | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues from external customers | $ 373,560 | $ 1,494,815 | $ 2,728,791 | $ 3,065,089 |
Revenue from external customers by country, percentage | 1.00% | 8.00% | 5.00% | 5.00% |
Pakistan | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues from external customers | $ 301,515 | $ 1,544,982 | $ 730,583 | |
Revenue from external customers by country, percentage | 1.00% | 0.00% | 3.00% | 1.00% |
Other | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues from external customers | $ 1,198,656 | $ 1,614,073 | $ 4,376,793 | $ 6,438,132 |
Revenue from external customers by country, percentage | 4.00% | 10.00% | 8.00% | 11.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Components of Inventory (Details) - USD ($) | Mar. 31, 2020 | Jun. 30, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 1,834,345 | $ 664,541 |
Work in progress | 8,779,237 | 5,664,934 |
Finished goods | 60,194,382 | 64,966,045 |
Inventories | $ 70,807,964 | $ 71,295,520 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Calculation of Basic and Diluted EPS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Numerator: | ||||
Net loss attributable to S&W Seed Company | $ (3,281,749) | $ (3,341,900) | $ (14,872,096) | $ (6,087,025) |
Numerator for basis EPS | (3,281,749) | (3,341,900) | (14,872,096) | (6,087,025) |
Effect of dilutive securities: | ||||
Warrants | 0 | 0 | 0 | 0 |
Total effect of dilutive securities: | 0 | 0 | 0 | 0 |
Numerator for diluted EPS | $ (3,281,749) | $ (3,341,900) | $ (14,872,096) | $ (6,087,025) |
Denominator: | ||||
Denominator for basic EPS-weighted- average shares | 33,385,376 | 33,267,258 | 33,323,239 | 29,043,493 |
Effect of dilutive securities: | ||||
Employee stock options | 0 | 0 | 0 | 0 |
Employee restricted stock units | 0 | 0 | 0 | 0 |
Warrants | 0 | 0 | 0 | 0 |
Dilutive potential common shares | 0 | 0 | 0 | 0 |
Denominator for diluted EPS - adjusted weighted average shares and assumed conversions | 33,385,376 | 33,267,258 | 33,323,239 | 29,043,493 |
Basic EPS | $ (0.10) | $ (0.10) | $ (0.45) | $ (0.21) |
Diluted EPS | $ (0.10) | $ (0.10) | $ (0.45) | $ (0.21) |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Assets and Liabilities Recognized and Measured at Fair Value on Recurring Basis (Details) - USD ($) | Mar. 31, 2020 | Jun. 30, 2019 |
Level 1 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Foreign exchange contract liability | $ 0 | $ 0 |
Contingent consideration obligation | 0 | |
Total | 0 | 0 |
Level 2 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Foreign exchange contract liability | 415,294 | 42,255 |
Contingent consideration obligation | 0 | |
Total | 415,294 | 42,255 |
Level 3 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Foreign exchange contract liability | 0 | 0 |
Contingent consideration obligation | 4,037,922 | |
Total | $ 4,037,922 | $ 0 |
Leases - Additional Information
Leases - Additional Information (Details) | 9 Months Ended |
Mar. 31, 2020 | |
Operating And Finance Lease [Line Items] | |
Lessee, operating lease, option to extend, description | If the lease includes one or more options to extend the term of the lease, the renewal option is considered in the lease term if it is reasonably certain the Company will exercise the option(s). Operating lease expense is recognized on a straight-line basis over the term of the lease. |
Lessee, operating lease, option to extend | true |
Maximum | |
Operating And Finance Lease [Line Items] | |
Lease agreements term | 1 year |
Leases - Summary of Components
Leases - Summary of Components of Lease Assets and Liabilities (Details) - USD ($) | Mar. 31, 2020 | Jul. 01, 2019 |
Lessee Disclosure [Abstract] | ||
Right-of-use assets | $ 4,174,473 | $ 2,600,000 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssetsNoncurrent | |
Right of use assets - finance leases | $ 1,053,231 | |
Accumulated amortization - finance leases | (225,692) | |
Right of use assets - finance leases, net | $ 827,539 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssetsNoncurrent | |
Total lease assets | $ 5,002,012 | |
Current portion of long-term debt, net | 691,142 | |
Current lease liabilities | $ 1,136,890 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:OtherAccruedLiabilitiesCurrent | |
Long-term debt, net | $ 1,512,934 | |
Long-term lease liabilities | $ 3,314,821 | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesNoncurrent | |
Total lease liabilities | $ 6,655,787 |
Leases - Summary of Component_2
Leases - Summary of Components of Lease Cost (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Mar. 31, 2020 | Mar. 31, 2020 | |
Lessee Lease Description [Line Items] | ||
Total lease costs | $ 448,717 | $ 1,232,631 |
Cost of Revenue | ||
Lessee Lease Description [Line Items] | ||
Operating lease cost | 77,559 | 220,444 |
Selling, General and Administrative Expenses | ||
Lessee Lease Description [Line Items] | ||
Operating lease cost | 155,165 | 462,499 |
Research and Development Expenses | ||
Lessee Lease Description [Line Items] | ||
Operating lease cost | 52,304 | 156,836 |
Depreciation and Amortization | ||
Lessee Lease Description [Line Items] | ||
Finance lease cost | $ 163,689 | $ 392,852 |
Leases - Summary of Maturities
Leases - Summary of Maturities of Lease Liabilities (Details) - USD ($) | Mar. 31, 2020 | Jul. 01, 2019 |
Operating Leases | ||
Remainder of 2020 | $ 237,829 | |
2021 | 1,250,558 | |
2022 | 1,098,640 | |
2023 | 790,438 | |
2024 | 727,645 | |
After 2024 | 849,495 | |
Total lease payments | 4,954,605 | |
Less: Interest | 502,894 | |
Present value of lease liabilities | 4,451,711 | $ 4,300,000 |
Finance Leases | ||
Remainder of 2020 | 199,832 | |
2021 | 820,800 | |
2022 | 736,979 | |
2023 | 628,491 | |
2024 | 59,861 | |
Total lease payments | 2,445,963 | |
Less: Interest | 241,887 | |
Present value of lease liabilities | $ 2,204,076 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments for Operating Leases (Details) | Jun. 30, 2019USD ($) |
Lessee Disclosure [Abstract] | |
2020 | $ 640,135 |
2021 | 634,422 |
2022 | 352,730 |
2023 | 201,800 |
2024 | 235,776 |
After 2024 | 366,581 |
Total | $ 2,431,444 |
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) | 9 Months Ended |
Mar. 31, 2020USD ($) | |
Lessee Disclosure [Abstract] | |
Operating lease remaining lease term | 4 years 9 months 18 days |
Operating lease discount rate | 5.43% |
Finance lease remaining lease term | 3 years 3 months |
Finance lease discount rate | 6.27% |
Cash paid for operating leases | $ 347,629 |
Cash paid for finance leases | $ 528,458 |
Pioneer Relationship - Addition
Pioneer Relationship - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Feb. 29, 2020 | Jan. 31, 2020 | Sep. 30, 2019 | May 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2019 | |
Related Party Transaction [Line Items] | |||||||||
Impairment charge on intangible assets | $ 6,000,000 | ||||||||
Goodwill impairment charges | $ 0 | 11,865,811 | |||||||
Revenue | $ 29,091,884 | $ 18,176,166 | $ 53,717,442 | $ 62,877,299 | |||||
Pioneer | Alfalfa Seeds | |||||||||
Related Party Transaction [Line Items] | |||||||||
Termination date | May 22, 2019 | ||||||||
Impairment charge on intangible assets | 6,000,000 | ||||||||
Goodwill impairment charges | 11,900,000 | ||||||||
Corteva and Pioneer | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payments received from related parties | $ 5,550,000 | $ 5,550,000 | $ 5,550,000 | $ 45,000,000 | |||||
Quarterly payments receivable from related parties | 8,350,000 | $ 8,350,000 | |||||||
Description of related party quarterly payments | Receive additional quarterly payments through February 2021 | ||||||||
Unbilled receivable at contract termination | $ 1,800,000 | $ 1,800,000 | |||||||
Corteva and Pioneer | Alfalfa Seeds | |||||||||
Related Party Transaction [Line Items] | |||||||||
Revenue | $ 34,200,000 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 29,091,884 | $ 18,176,166 | $ 53,717,442 | $ 62,877,299 |
Pioneer product sales | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 11,203,883 | 7,868,654 | 17,611,005 | 37,054,268 |
Other product sales | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 16,857,379 | 10,232,959 | 34,368,929 | 25,497,136 |
Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 1,030,622 | $ 74,553 | $ 1,737,508 | $ 325,895 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue Recognition [Line Items] | |||
Finished unit maximum price adjustment percentage per year | 4.00% | ||
Price determination period for sales season | 1 year | ||
Unbilled receivables billing term | 3 months | ||
Bad debt expense | $ 90,431 | $ (126,449) | $ 336,583 |
Revenue recognized | $ 9,100,000 | ||
Minimum | |||
Revenue Recognition [Line Items] | |||
Term of customer invoice payment | 30 days | ||
Maximum term of payments for transfer goods and services | 1 year | ||
Maximum | |||
Revenue Recognition [Line Items] | |||
Term of customer invoice payment | 120 days |
Business Combinations - Additio
Business Combinations - Additional Information (Details) | Feb. 24, 2020USD ($) | Feb. 24, 2020AUD ($) | Nov. 30, 2019USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Feb. 24, 2020AUD ($) | Jun. 30, 2019USD ($) | Oct. 25, 2018USD ($) | Jun. 30, 2018USD ($) |
Business Acquisition [Line Items] | |||||||||||
Net proceeds from sale of land and buildings | $ 614,307 | $ 27,855 | $ 423,762 | ||||||||
Goodwill | $ 2,381,684 | 2,381,684 | $ 0 | $ 10,292,265 | |||||||
Fair value of contingent consideration | 4,037,922 | $ 4,037,922 | $ 0 | ||||||||
Chromatin Acquisition | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business Acquisition, Description of Acquired Entity | On October 25, 2018, the Company completed the acquisition of substantially all of the assets of Chromatin, Inc. (together with certain of its subsidiaries and affiliates in receivership, "Chromatin"), as well as the assumption of certain contracts and limited specified liabilities of Chromatin, for an aggregate cash purchase price of approximately $26.5 million (the "Acquisition"), pursuant to the terms of its Asset Purchase Agreement, dated September 14, 2018, with Novo Advisors, solely in its capacity as the receiver for, and on behalf of, Chromatin ("Novo"). | ||||||||||
Total acquisition cost allocated | $ 26,450,000 | ||||||||||
Estimated fair value of accounts receivable acquired | 947,015 | ||||||||||
Business Combination, Acquired Receivables, Gross Contractual Amount | 2,164,476 | ||||||||||
Business Combination, Acquired Receivables, Estimated Uncollectible | 1,217,461 | ||||||||||
Goodwill | $ 1,573,546 | ||||||||||
Business Combination, Goodwill Recognized, Description | The estimated fair value of accounts receivable acquired was $947,015, with the gross contractual amount totaling $2,164,476, less $1,217,461 expected to be uncollectible. The current liabilities assumed relate to inventory acquired in the acquisition as well as customer deposits. The excess of the purchase price over the fair value of the net assets acquired, amounting to $1,573,546, was recorded as goodwill on the consolidated balance sheet. The primary item that generated goodwill was the premium paid by the Company for the ability to control the acquired business, technology, and the distribution channels. Goodwill is not amortized for financial reporting purposes, but is amortized for tax purposes. | ||||||||||
Elimination of acquisition charges | $ 1,142,653 | ||||||||||
Business Acquisition, Pro Forma Information, Description | For purposes of the pro forma disclosures above, the primary adjustments for the nine months ended March 31, 2019 includes the elimination of acquisition charges of $1,142,653. | ||||||||||
Chromatin Acquisition | Selling, General and Administrative Expenses | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquisitions costs | $ 147,337 | 1,142,653 | |||||||||
Pasture Genetics Acquisition | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Total acquisition cost allocated | $ 11,829,704 | ||||||||||
Estimated fair value of accounts receivable acquired | 3,406,169 | ||||||||||
Business Combination, Acquired Receivables, Gross Contractual Amount | 3,634,870 | ||||||||||
Business Combination, Acquired Receivables, Estimated Uncollectible | 228,701 | ||||||||||
Goodwill | $ 2,555,175 | ||||||||||
Business Combination, Goodwill Recognized, Description | The estimated fair value of accounts receivable acquired was $3,406,169, with the gross contractual amount totaling $3,634,870, less $228,701 expected to be uncollectible. The current liabilities assumed primarily relate to grower payables as well as employee-related obligations. The excess of the purchase price over the fair value of the net assets acquired, amounting to $2,555,175, was recorded as goodwill on the consolidated balance sheet. The primary item that generated goodwill was the premium paid by the Company for the ability to manage the acquired business, the trained workforce and access to new the distribution channels. Goodwill is not amortized for financial reporting purposes, but is amortized for tax purposes. | ||||||||||
Elimination of acquisition charges | $ 272,827 | $ 201,750 | |||||||||
Date of acquisition | Feb. 24, 2020 | Feb. 24, 2020 | |||||||||
Value of business acquired | $ 13,500,000 | $ 20,000,000 | |||||||||
Upfront cash payment | 913,943 | $ 1,386,086 | |||||||||
Repayment of outstanding legacy debt | 882,990 | 1,339,143 | |||||||||
Repayment of outstanding working capital debt | $ 5,568,838 | $ 8,445,700 | |||||||||
Potential earn-out payment date | Sep. 30, 2022 | Sep. 30, 2022 | |||||||||
Earn-out payment earnings multiplier | 7.5 | 7.5 | |||||||||
Earn-out payment base limit | 12,000,000 | ||||||||||
Business combination contingent consideration additional amount | $ 5,400,000 | 8,000,000 | |||||||||
Fair value of contingent consideration | $ 4,332,000 | 4,332,000 | 4,332,000 | ||||||||
Present value discount factor | 8.00% | 8.00% | |||||||||
Net income volatility | 35.00% | 35.00% | |||||||||
Amortization of acquired intangibles | 201,750 | ||||||||||
Pasture Genetics Acquisition | Maximum | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Potential earn-out payable | $ 5,400,000 | $ 8,000,000 | |||||||||
Percentage of earn-out to be paid in common stock | 50.00% | 50.00% | |||||||||
Pasture Genetics Acquisition | Selling, General and Administrative Expenses | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquisitions costs | $ 228,603 | $ 272,872 |
Business Combinations (Purchase
Business Combinations (Purchase Price Allocation and Assets Held for Sale) (Details) - USD ($) | 1 Months Ended | ||||
Oct. 25, 2018 | Mar. 31, 2020 | Feb. 24, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Business Acquisition [Line Items] | |||||
Goodwill | $ 2,381,684 | $ 0 | $ 10,292,265 | ||
Chromatin | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 95,049 | ||||
Accounts receivable | 947,015 | ||||
Inventories | 6,959,936 | ||||
Prepaid expenses and other current assets | 16,501 | ||||
Property, plant and equipment | 10,193,620 | ||||
Assets held for sale | 1,930,400 | ||||
In-process research and development | 380,000 | ||||
Technology/IP - germplasm | 7,200,000 | ||||
Trade names | 150,000 | ||||
Goodwill | 1,573,546 | ||||
Current liabilities | (2,881,198) | ||||
Noncurrent liabilities | (114,869) | ||||
Total acquisition cost allocated | 26,450,000 | ||||
Assets held for sale | |||||
Land and improvements | 320,000 | ||||
Buildings and improvements | 1,380,000 | ||||
Machinery and equipment | 332,000 | ||||
Less: Costs to sell | (101,600) | ||||
Less: Fair value adjustment subsequently recorded | (1,316,093) | ||||
Assets recorded as held for sale that have been subsequently sold | $ 614,307 | ||||
Pasture Genetics | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 25,027 | ||||
Accounts receivable | 3,406,169 | ||||
Inventories | 6,145,876 | ||||
Prepaid expenses and other current assets | 191,536 | ||||
Property, plant and equipment | 993,525 | ||||
Trade names | 428,590 | ||||
Customer relationships | 4,351,840 | ||||
Goodwill | 2,555,175 | ||||
Accounts payable | (4,254,043) | ||||
Current liabilities | (1,452,984) | ||||
Vehicle loans | (544,608) | ||||
Noncurrent liabilities | (16,399) | ||||
Total acquisition cost allocated | $ 11,829,704 |
Business Combinations (Acquired
Business Combinations (Acquired Intangibles (Value and Useful Lives) (Details) - USD ($) | Feb. 24, 2020 | Oct. 25, 2018 |
Chromatin | In-process research and development | ||
Finite Lived Intangible Assets [Line Items] | ||
Fair value of asset | $ 380,000 | |
Chromatin | Technology/IP - germplasm | ||
Finite Lived Intangible Assets [Line Items] | ||
Fair value of asset | $ 7,200,000 | |
Estimated Useful Life (years) | 30 years | |
Chromatin | Trade names | ||
Finite Lived Intangible Assets [Line Items] | ||
Fair value of asset | $ 150,000 | |
Estimated Useful Life (years) | 5 years | |
Chromatin | Total identifiable intangible assets | ||
Finite Lived Intangible Assets [Line Items] | ||
Fair value of asset | $ 7,730,000 | |
Pasture Genetics | Trade names | ||
Finite Lived Intangible Assets [Line Items] | ||
Fair value of asset | $ 428,590 | |
Estimated Useful Life (years) | 5 years | |
Pasture Genetics | Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Fair value of asset | $ 4,351,840 | |
Estimated Useful Life (years) | 20 years | |
Pasture Genetics | Total identifiable intangible assets | ||
Finite Lived Intangible Assets [Line Items] | ||
Fair value of asset | $ 4,780,430 |
Business Combinations (Pro Form
Business Combinations (Pro Forma Financial Information) (Details) - USD ($) | 9 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Chromatin | ||
Business Acquisition [Line Items] | ||
Revenue | $ 64,550,476 | |
Net loss | (8,003,421) | |
Pasture Genetics | ||
Business Acquisition [Line Items] | ||
Revenue | $ 62,912,342 | 78,162,161 |
Net loss | $ (15,543,252) | $ (6,861,127) |
Business Combinations (Fair Val
Business Combinations (Fair Value of Consideration Transferred) (Details) - Feb. 24, 2020 - Pasture Genetics | USD ($) | AUD ($) |
Business Acquisition [Line Items] | ||
Cash paid to seller | $ 913,943 | |
Cash paid to settle outstanding legacy debt | 882,990 | |
Cash paid for non-compete agreement | 131,874 | |
Cash paid to settle legacy outstanding working capital debt | 5,568,838 | $ 8,445,700 |
Contingent earn-out | 4,332,059 | |
Total purchase price | $ 11,829,704 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | Aug. 15, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2019 |
Goodwill And Intangible Assets [Line Items] | ||||||
Discrete cash flow period | 10 years | |||||
Percentage of fair value in excess of carrying amount | 10.00% | 10.00% | ||||
Goodwill impairment charges | $ 0 | $ 11,865,811 | ||||
Impairment charge on intangible assets | 6,000,000 | |||||
Amortization expense | $ 497,588 | $ 595,203 | 1,509,259 | $ 1,654,788 | 2,133,504 | |
Purchase price allocated to license | 7,181,293 | $ 7,773,000 | ||||
License agreement | ||||||
Goodwill And Intangible Assets [Line Items] | ||||||
Amortization expense | 93,683 | |||||
Purchase price allocated to license | $ 2,400,863 | |||||
Wheat Assets Acquisition Program | Dow AgroScience | ||||||
Goodwill And Intangible Assets [Line Items] | ||||||
Effective date of wheat assets purchase agreement | Aug. 15, 2019 | |||||
Prepaid license agreement term | 15 years | |||||
License agreement renewal option | 5 years | |||||
Purchase price, paid in cash | $ 2,600,000 | |||||
Amortization of license agreement | 15 years | |||||
Purchase price allocated to fixed assets | $ 200,000 | |||||
Wheat Assets Acquisition Program | Dow AgroScience | License agreement | ||||||
Goodwill And Intangible Assets [Line Items] | ||||||
Purchase price allocated to license | $ 2,400,000 | |||||
Wheat Assets Acquisition Program | Dow AgroScience | Minimum | ||||||
Goodwill And Intangible Assets [Line Items] | ||||||
Estimated useful lives | 3 years | |||||
Wheat Assets Acquisition Program | Dow AgroScience | Maximum | ||||||
Goodwill And Intangible Assets [Line Items] | ||||||
Estimated useful lives | 5 years | |||||
Valuation Income Approach | Measurement Input Discount Rate | ||||||
Goodwill And Intangible Assets [Line Items] | ||||||
Percentage of goodwill impairment | 10.60% |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Activity of Goodwill (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Jun. 30, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Goodwill, Beginning Balance | $ 0 | $ 10,292,265 |
Goodwill additions | 2,555,175 | 1,573,546 |
Goodwill Impairment | 0 | (11,865,811) |
Goodwill currency translation adjustment | (173,491) | |
Goodwill, Ending Balance | $ 2,381,684 | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2019 | |
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | $ 32,714,484 | $ 33,109,780 | $ 33,109,780 | ||
Intangible addition | 7,181,293 | 7,773,000 | |||
Intangible Impairment | 0 | (6,034,792) | |||
Intangible amortization expense | $ (497,588) | $ (595,203) | (1,509,259) | (1,654,788) | (2,133,504) |
Intangible currency translation adjustment | (531,808) | 0 | |||
Intangible asset | 37,854,710 | 37,854,710 | 32,714,484 | ||
Trade Name | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | 1,205,346 | 1,159,826 | 1,159,826 | ||
Intangible addition | 428,590 | 150,000 | |||
Intangible Impairment | 0 | 0 | |||
Intangible amortization expense | (88,114) | (104,480) | |||
Intangible currency translation adjustment | (28,966) | 0 | |||
Intangible asset | 1,516,856 | 1,516,856 | 1,205,346 | ||
Customer Relationships | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | 1,055,747 | 1,156,955 | 1,156,955 | ||
Intangible addition | 4,351,840 | 0 | |||
Intangible Impairment | 0 | 0 | |||
Intangible amortization expense | (94,755) | (101,208) | |||
Intangible currency translation adjustment | (296,059) | 0 | |||
Intangible asset | 5,016,774 | 5,016,774 | 1,055,747 | ||
Non-compete | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | 30,267 | 62,720 | 62,720 | ||
Intangible addition | 0 | 0 | |||
Intangible Impairment | 0 | 0 | |||
Intangible amortization expense | (12,603) | (32,453) | |||
Intangible currency translation adjustment | 0 | 0 | |||
Intangible asset | 17,664 | 17,664 | 30,267 | ||
GI Customer list | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | 64,475 | 71,639 | 71,639 | ||
Intangible addition | 0 | 0 | |||
Intangible Impairment | 0 | 0 | |||
Intangible amortization expense | (5,373) | (7,164) | |||
Intangible currency translation adjustment | 0 | 0 | |||
Intangible asset | 59,102 | 59,102 | 64,475 | ||
Supply Agreement | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | 1,002,154 | 1,077,783 | 1,077,783 | ||
Intangible addition | 0 | 0 | |||
Intangible Impairment | 0 | 0 | |||
Intangible amortization expense | (56,728) | (75,629) | |||
Intangible currency translation adjustment | 0 | 0 | |||
Intangible asset | 945,426 | 945,426 | 1,002,154 | ||
Grower Relationships | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | 1,647,800 | 1,753,208 | 1,753,208 | ||
Intangible addition | 0 | 0 | |||
Intangible Impairment | 0 | 0 | |||
Intangible amortization expense | (79,055) | (105,408) | |||
Intangible currency translation adjustment | 0 | 0 | |||
Intangible asset | 1,568,745 | 1,568,745 | 1,647,800 | ||
Intellectual Property | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | 26,786,468 | 20,873,393 | 20,873,393 | ||
Intangible addition | 0 | 7,200,000 | |||
Intangible Impairment | 0 | 0 | |||
Intangible amortization expense | (1,028,115) | (1,286,925) | |||
Intangible currency translation adjustment | 0 | 0 | |||
Intangible asset | 25,758,353 | 25,758,353 | 26,786,468 | ||
In-process research and development | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | 380,000 | 0 | 0 | ||
Intangible addition | 0 | 380,000 | |||
Intangible Impairment | 0 | 0 | |||
Intangible amortization expense | 0 | 0 | |||
Intangible currency translation adjustment | 0 | 0 | |||
Intangible asset | 380,000 | 380,000 | 380,000 | ||
License agreement | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | 0 | ||||
Intangible addition | 2,400,863 | ||||
Intangible Impairment | 0 | ||||
Intangible amortization expense | (93,683) | ||||
Intangible currency translation adjustment | (206,783) | ||||
Intangible asset | 2,100,397 | 2,100,397 | 0 | ||
Internal use software | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | 542,227 | 610,003 | 610,003 | ||
Intangible addition | 0 | 43,000 | |||
Intangible Impairment | 0 | (43,000) | |||
Intangible amortization expense | (50,834) | (67,776) | |||
Intangible currency translation adjustment | 0 | 0 | |||
Intangible asset | $ 491,393 | 491,393 | 542,227 | ||
Distribution agreement | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Intangible asset | $ 0 | $ 6,344,253 | 6,344,253 | ||
Intangible addition | 0 | ||||
Intangible Impairment | (5,991,792) | ||||
Intangible amortization expense | (352,461) | ||||
Intangible currency translation adjustment | 0 | ||||
Intangible asset | $ 0 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Intangible Assets (Future Amortization) (Details) | Mar. 31, 2020USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2020 | $ 494,703 |
2021 | 1,967,010 |
2022 | 1,914,228 |
2023 | 1,835,050 |
2024 | 1,814,590 |
Thereafter | $ 29,829,129 |
Property, Plant and Equipment -
Property, Plant and Equipment - Components of Property, Plant and Equipment (Details) - USD ($) | Mar. 31, 2020 | Jun. 30, 2019 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 27,754,141 | $ 26,914,626 |
Less: accumulated depreciation | (7,125,719) | (6,279,677) |
Property, plant and equipment, net | 20,628,422 | 20,634,949 |
Land and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 2,120,274 | 2,150,085 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 9,919,980 | 10,018,108 |
Machinery and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 13,185,919 | 12,579,698 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 1,955,881 | 2,099,814 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 552,811 | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 19,276 | $ 66,921 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expense | $ 627,461 | $ 575,854 | $ 1,884,627 | $ 1,406,983 |
Debt - Schedule of Total Debt O
Debt - Schedule of Total Debt Outstanding (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Jun. 30, 2019 | |
Working capital lines of credit | ||
Total working capital lines of credit, net | $ 28,145,189 | $ 10,755,548 |
Debt issuance costs | (761,231) | (372,396) |
Current portion of long-term debt | ||
Capital lease. Current | 691,142 | 563,087 |
Debt issuance costs,Current | (8,898) | (11,070) |
Total current portion, net | 1,755,905 | 1,113,502 |
Long-term debt, less current portion | ||
Capital lease,Noncurrent | 1,512,933 | 1,709,481 |
Debt issuance costs, Noncurrent | (8,680) | (15,078) |
Total long-term portion, net | 13,852,560 | 12,158,095 |
Total debt, net | 15,608,465 | 13,271,596 |
KeyBank | ||
Working capital lines of credit | ||
Total working capital lines of credit, net | 0 | 2,350,000 |
CIBC | ||
Working capital lines of credit | ||
Total working capital lines of credit, net | 14,955,000 | 0 |
National Australia Bank | ||
Working capital lines of credit | ||
Total working capital lines of credit, net | 13,951,420 | 8,426,400 |
National Australia Bank Limited Overdraft Facility | ||
Working capital lines of credit | ||
Total working capital lines of credit, net | 0 | 351,544 |
Term Loan Long Term Current | National Australia Bank | ||
Current portion of long-term debt | ||
Secured Debt, Current | 307,300 | 73,731 |
Machinery & Equipment Loans Long Term Current | National Australia Bank | ||
Current portion of long-term debt | ||
Secured Debt, Current | 314,073 | 215,519 |
Promissory Note Current | ||
Current portion of long-term debt | ||
Unsecured Debt, Current | 100,000 | 100,000 |
Vehicle Loans Long Term Current | Toyota Finance | ||
Current portion of long-term debt | ||
Secured Debt, Current | 189,470 | 0 |
Conterra RE Short | ||
Current portion of long-term debt | ||
Debt issuance costs,Current | (39,556) | (75,707) |
Secured Debt, Current | 202,374 | 247,942 |
Term Loan Long Term | National Australia Bank | ||
Long-term debt, less current portion | ||
Secured Long-term Debt, Noncurrent | 2,765,700 | 256,303 |
Machinery & Equipment Loans long Term | National Australia Bank | ||
Long-term debt, less current portion | ||
Secured Long-term Debt, Noncurrent | 385,672 | 309,988 |
Vehicle Loans Long Term | Toyota Finance | ||
Long-term debt, less current portion | ||
Secured Long-term Debt, Noncurrent | 305,976 | 0 |
Conterra RE Long | ||
Long-term debt, less current portion | ||
Secured Long-term Debt, Noncurrent | 8,956,886 | 9,922,269 |
Debt issuance costs, Noncurrent | $ (65,927) | $ (24,869) |
Debt - KeyBank Credit Facility
Debt - KeyBank Credit Facility - Additional Information (Details) - KeyBank - USD ($) | Dec. 26, 2019 | Sep. 30, 2015 | Mar. 31, 2020 |
Line Of Credit Facility [Line Items] | |||
Line of credit and security agreement month and year | 2015-09 | ||
Line of credit facility, maximum borrowing capacity | $ 45,000,000 | ||
Line of credit facility, description | An aggregate principal amount that the Company was able to borrow, repay and reborrow, of up to $45.0 million in the aggregate. | ||
Line of credit facility, borrowing capacity, description | A borrowing base of up to the total of the following: (a) 85% of eligible domestic accounts receivable, plus (b) and 90% of eligible foreign accounts receivable, plus (c) the lesser of (i) 75% of the cost eligible inventory or (ii) 90% of the net orderly liquidation value of the inventory, plus (d) the amount of any unencumbered cash the Company holds at KeyBank, minus (e) $16.0 million subject to lender reserves. | ||
Line of credit facility, termination date | Dec. 26, 2019 | ||
Repayments of line of credit facility | $ 5,900,000 | ||
Credit Facility | |||
Line Of Credit Facility [Line Items] | |||
Percentage of stock of foreign subsidiary collateralized for credit facility | 65.00% | ||
Eurodollar Rate | Credit Facility | |||
Line Of Credit Facility [Line Items] | |||
Basis spread on variable rate | 2.90% | ||
Base Rate | Credit Facility | |||
Line Of Credit Facility [Line Items] | |||
Basis spread on variable rate | 1.00% | ||
Event Of Default | Credit Facility | |||
Line Of Credit Facility [Line Items] | |||
Basis spread on variable rate | 3.00% | ||
Maximum | |||
Line Of Credit Facility [Line Items] | |||
Borrowing base in percentage based on eligible domestic accounts receivable | 85.00% | ||
Borrowing base in percentage based on eligible foreign accounts receivable | 90.00% | ||
Borrowing base in percentage based on cost eligible inventory | 75.00% | ||
Borrowing base in percentage based on liquidation value of the inventory, subject to lender reserves | 90.00% | ||
Borrowing base subject to lender reserves | $ 16,000,000 |
Debt - CIBC Credit Facility - A
Debt - CIBC Credit Facility - Additional Information (Details) - CIBC - USD ($) | Dec. 26, 2019 | Mar. 31, 2020 |
Line Of Credit Facility [Line Items] | ||
Line of credit and security agreement date | Dec. 26, 2019 | |
Line of credit facility, maximum borrowing capacity | $ 35,000,000 | |
Debt instrument, prepayment term | All amounts due and owing, including, but not limited to, accrued and unpaid principal and interest due under the CIBC Credit Facility, will be payable in full on December 23, 2022. | |
Line of credit facility, borrowing capacity, description | The Credit Facility generally establishes a borrowing base of up to 85% of eligible domestic accounts receivable (90% of eligible foreign accounts receivable) plus up to the lesser of (i) 65% of eligible inventory, (ii) 85% of the appraised net orderly liquidation value of eligible inventory, and (iii) an eligible inventory sublimit as more fully set forth in the Loan Agreement, in each case, subject to lender reserves. | |
Line of credit facility, remaining borrowing capacity | $ 8,000,000 | |
Credit Facility | Base Rate | ||
Line Of Credit Facility [Line Items] | ||
Basis spread on variable rate | 0.50% | |
Credit Facility | LIBOR | ||
Line Of Credit Facility [Line Items] | ||
Basis spread on variable rate | 2.50% | |
Credit Facility | Event Of Default | ||
Line Of Credit Facility [Line Items] | ||
Basis spread on variable rate | 2.00% | |
Maximum | ||
Line Of Credit Facility [Line Items] | ||
Borrowing base in percentage based on eligible domestic accounts receivable | 85.00% | |
Borrowing base in percentage based on eligible foreign accounts receivable | 90.00% | |
Borrowing base in percentage based on eligible inventory | 65.00% | |
Borrowing base in percentage based on liquidation value of the inventory, subject to lender reserves | 85.00% |
Debt - Loan Transaction - Addit
Debt - Loan Transaction - Additional Information (Details) | Dec. 24, 2019USD ($) | Nov. 30, 2019USD ($) | Nov. 30, 2017USD ($)PromissoryNote | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) |
Line Of Credit Facility [Line Items] | |||||
Repayments of secured debt | $ 1,855,708 | $ 3,075,170 | |||
Conterra | Secured Promissory Notes | |||||
Line Of Credit Facility [Line Items] | |||||
Gross proceeds from issuance of long term debt | $ 12,500,000 | ||||
Number of promissory notes issued | PromissoryNote | 2 | ||||
Conterra | Secured Real Estate Note | |||||
Line Of Credit Facility [Line Items] | |||||
Debt instrument, principal amount | $ 10,400,000 | ||||
Debt instrument, maturity date | Nov. 30, 2022 | ||||
Debt instrument, maturity date, description | On December 24, 2019, the Company signed an amendment to the Note that extended the maturity date to November 30, 2022 | ||||
Debt instrument, payment starting date | Jul. 1, 2020 | Jul. 1, 2018 | |||
Debt instrument, interest rate | 7.75% | ||||
Debt instrument, frequency of periodic payment of interest | Semi-annual payments of interest | ||||
Debt instrument, amortization schedule | 20 years | ||||
Debt instrument, combined payment | $ 515,711 | ||||
Debt instrument, interest only payment term | One-time interest only payment on January 1, 2018 | ||||
Debt instrument, prepayment term | Pursuant to the December 2019 amendment, the Company agreed to make (i) a principal and interest payment of approximately $515,711 on January 1, 2020; (ii) five consecutive semi-annual principal and interest payments of approximately $454,185, beginning on July 1, 2020; and (iii) a one-time final payment of approximately $8,957,095 on November 30, 2022. The Company may prepay the Secured Real Estate Note, in whole or in part, at any time. | ||||
Repayments of secured debt | $ 753,120 | ||||
Conterra | Secured Real Estate Note | Debt Instrument, Redemption, Period One | |||||
Line Of Credit Facility [Line Items] | |||||
Debt instrument, payment starting date | Jan. 1, 2020 | ||||
Debt instrument, combined payment | $ 515,711 | ||||
Conterra | Secured Real Estate Note | Debt Instrument, Redemption, Period Two | |||||
Line Of Credit Facility [Line Items] | |||||
Debt instrument, payment starting date | Jul. 1, 2020 | ||||
Debt instrument, frequency of periodic payment of interest | five consecutive semi-annual principal and interest payments | ||||
Debt instrument, combined payment | $ 454,185 | ||||
Conterra | Secured Real Estate Note | Debt Instrument, Redemption, Period Three | |||||
Line Of Credit Facility [Line Items] | |||||
Debt instrument, payment starting date | Nov. 30, 2022 | ||||
Debt instrument, frequency of periodic payment of interest | one-time final payment | ||||
Debt instrument, combined payment | $ 8,957,095 | ||||
Conterra | Secured Equipment Note | |||||
Line Of Credit Facility [Line Items] | |||||
Debt instrument, principal amount | $ 2,100,000 | ||||
Debt instrument, maturity date | Nov. 30, 2019 | ||||
Debt instrument, maturity date, description | The Secured Equipment Note was scheduled to mature on November 30, 2019 | ||||
Debt instrument, payment starting date | Jul. 1, 2018 | ||||
Debt instrument, interest rate | 9.50% | ||||
Debt instrument, frequency of periodic payment of interest | Semi-annual payments of interest | ||||
Debt instrument, amortization schedule | 20 years | ||||
Debt instrument, combined payment | $ 118,223 | ||||
Debt instrument, interest only payment term | One-time interest only payment on January 1, 2018 | ||||
Debt instrument, prepayment term | The Secured Equipment Note was repaid in full in August 2018. |
Debt - Additional Information (
Debt - Additional Information (Details) | Aug. 15, 2018USD ($)Point | Mar. 31, 2020USD ($) | Mar. 31, 2020AUD ($) |
Working Capital Facility with NAB | Pasture Genetics | |||
Line Of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 6,146,000 | $ 10,000,000 | |
Line of credit facility, termination date | Mar. 31, 2022 | ||
Line of credit facility, floating interest rate during period | 1.50% | ||
Facility outstanding amount | $ 6,146,000 | 10,000,000 | |
Vehicle Loan Facility with Toyota Finance | Pasture Genetics | |||
Line Of Credit Facility [Line Items] | |||
Facility outstanding amount | $ 495,446 | $ 806,127 | |
Debt instrument maturity year | 2023 | ||
Vehicle Loan Facility with Toyota Finance | Pasture Genetics | Minimum | |||
Line Of Credit Facility [Line Items] | |||
Interest rate | 4.03% | ||
Vehicle Loan Facility with Toyota Finance | Pasture Genetics | Maximum | |||
Line Of Credit Facility [Line Items] | |||
Interest rate | 5.83% | ||
American AgCredit | |||
Line Of Credit Facility [Line Items] | |||
Number of sale and leaseback equipment points completed | Point | 5 | ||
Proceeds from sale of equipment | $ 2,106,395 | ||
Lease term | 5 years | ||
Monthly lease payments under lease agreement | $ 40,023 | ||
Annual interest rate under lease agreement | 5.60% | ||
Repurchase value of lease asset at end of lease term | $ 1 | ||
Conterra Agricultural Capital, LLC | |||
Line Of Credit Facility [Line Items] | |||
Repayment of debt principal amount | $ 2,081,527 | ||
Debt Instrument, stated interest rate, percentage | 9.50% | ||
Payment of outstanding interest on borrowings | $ 24,868 |
Debt - NAB Facilities - Additio
Debt - NAB Facilities - Additional Information (Details) | Nov. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2020AUD ($) |
Term Loan | |||
Line Of Credit Facility [Line Items] | |||
Line of credit facility, termination date | Mar. 31, 2025 | ||
Facility outstanding amount | $ 3,073,000 | $ 5,000,000 | |
Line of credit facility, Principal payments | $ 500,000 | ||
Line of credit facility principal payment start date | Nov. 30, 2020 | ||
Line of credit facility, floating interest rate during period | 2.60% | ||
Line of credit facility, interest rate description | Monthly interest amounts outstanding under the Term Loan will be payable in arrears at a floating rate quoted by NAB for the applicable pricing period, plus 2.6%. | ||
Master Asset Finance Facility | |||
Line Of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 737,520 | 1,200,000 | |
Facility outstanding amount | $ 584,259 | 950,634 | |
Debt instrument maturity year | 2023 | ||
Master Asset Finance Facility | Minimum | |||
Line Of Credit Facility [Line Items] | |||
Interest rate | 3.64% | ||
Master Asset Finance Facility | Maximum | |||
Line Of Credit Facility [Line Items] | |||
Interest rate | 5.31% | ||
Keith Machinery and Equipment Facility | |||
Line Of Credit Facility [Line Items] | |||
Facility outstanding amount | $ 115,485 | $ 187,901 | |
Interest payable on facility above Australian trade refinance rate quote | 2.90% | 2.90% | |
National Australia Bank | |||
Line Of Credit Facility [Line Items] | |||
Debt guaranteed value | $ 9,219,000 | $ 15,000,000 | |
NAB Facility | |||
Line Of Credit Facility [Line Items] | |||
Line of credit facility, termination date | Mar. 31, 2022 | ||
Facility outstanding amount | $ 7,805,420 | 12,700,000 | |
NAB Facility | Overdraft Facility | |||
Line Of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 1,229,200 | $ 2,000,000 | |
Line of credit facility interest accrued | 5.97% | 5.97% | |
NAB Facility | Borrowing Base Line | |||
Line Of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 9,833,600 | $ 16,000,000 | |
Line of credit facility interest accrued | 4.30% | 4.30% |
Debt - Schedule of Annual Matur
Debt - Schedule of Annual Maturities of Short-Term and Long-Term Debt (Details) | Mar. 31, 2020USD ($) |
Debt Disclosure [Abstract] | |
Remaining in 2020 | $ 449,489 |
2021 | 1,584,543 |
2022 | 1,575,098 |
2023 | 9,820,039 |
2024 | 434,291 |
Thereafter | 1,868,065 |
Total | $ 15,731,525 |
Warrants - Schedule of Warrants
Warrants - Schedule of Warrants Outstanding (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Jun. 30, 2019 | |
Class Of Warrant Or Right [Line Items] | ||
Warrants outstanding, beginning | 2,699,999 | 2,699,999 |
Warrant issuances | 0 | 0 |
Warrants expired | 0 | 0 |
Warrants outstanding. ending | 2,699,999 | 2,699,999 |
Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Warrant issue date | 2014-12 | 2014-12 |
Exercise Price Per Share | $ 4.32 | $ 4.32 |
Warrant expiration date | 2020-06 | 2020-06 |
Warrants outstanding, beginning | 2,699,999 | 2,699,999 |
Warrant issuances | 0 | 0 |
Warrants expired | 0 | 0 |
Warrants outstanding. ending | 2,699,999 | 2,699,999 |
Equity - Additional Information
Equity - Additional Information (Details) - USD ($) | Oct. 23, 2018 | Sep. 05, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Nov. 20, 2018 |
Class Of Stock [Line Items] | |||||
Sale of common stock | $ 0 | $ 4,927,682 | |||
Aggregate gross proceeds from sale of convertible preferred stock | $ 22,500,000 | $ 0 | $ 22,373,842 | ||
Preferred stock, voting rights | no | ||||
Number of preferred shares converted in to common stock | 1,000 | ||||
Series A Convertible Preferred Stock | Securities Purchase Agreement | MFP | |||||
Class Of Stock [Line Items] | |||||
Purchase price per share | $ 3,110 | ||||
Sale of preferred stock | $ 7,235 | ||||
Common Stock | |||||
Class Of Stock [Line Items] | |||||
Number of preferred shares converted in to common stock | 7,235,000 | ||||
Common Stock | Securities Purchase Agreement | MFP | |||||
Class Of Stock [Line Items] | |||||
Sale of common stock | $ 1,607,717 | ||||
Purchase price per share | $ 3.11 |
Foreign Currency Contracts - Ad
Foreign Currency Contracts - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2019 | |
Foreign Currency Contracts [Line Items] | |||||
Foreign exchange contract liability | $ 415,294 | $ 415,294 | $ 42,255 | ||
Gain (loss) on foreign exchange contracts | (81,574) | $ (4,793) | $ (67,399) | $ 53,638 | |
Minimum | |||||
Foreign Currency Contracts [Line Items] | |||||
Foreign currency maturity term | 2020-04 | ||||
Maximum | |||||
Foreign Currency Contracts [Line Items] | |||||
Foreign currency maturity term | 2020-10 | ||||
Foreign Currency Forward Contracts | |||||
Foreign Currency Contracts [Line Items] | |||||
Foreign currency forward contracts, notional value | 5,172,681 | $ 5,172,681 | |||
Gain (loss) on foreign exchange contracts | $ (476,224) | $ 56,990 | $ (402,546) | $ 53,650 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - MFP Loan Agreement - USD ($) | Dec. 31, 2018 | Dec. 21, 2018 | Mar. 31, 2020 | Dec. 18, 2018 |
Related Party Transaction [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 5,000,000 | |||
Line of credit facility, minimum increment borrowing capacity | $ 1,000,000 | |||
Line of credit facility, fixed per annum rate | 6.00% | |||
Line of credit facility, fee percentage | 2.00% | |||
Line of credit facility, drew down amount | $ 1,000,000 | |||
Repayments of line of credit | $ 1,000,000 | |||
Facility outstanding amount | $ 0 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Jan. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2019 | Jan. 16, 2019 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Oct. 31, 2012 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Options granted | 1,869,934 | ||||||||||||
Exercise price, lower range limit | $ 2.26 | ||||||||||||
Exercise price, upper range Limit | $ 2.37 | ||||||||||||
Stock-based compensation | $ 325,587 | $ 156,175 | $ 794,191 | $ 533,633 | |||||||||
Restricted Stock Units | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Stock-based compensation, total compensation cost not yet recognized, period for recognition | 1 year 8 months 12 days | ||||||||||||
Number of shares issued | 401,276 | 175,758 | 175,758 | ||||||||||
Total fair value of vested stock | $ 909,379 | $ 472,171 | |||||||||||
Stock-based compensation | 332,361 | $ 300,933 | |||||||||||
Unrecognized stock compensation expense related to restricted stock grants | $ 870,021 | $ 870,021 | |||||||||||
Maximum | |||||||||||||
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] | |||||||||||||
Vesting period | 1 year | ||||||||||||
Minimum | Restricted Stock Units | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Vesting period | 1 year | ||||||||||||
2009 Plan | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Number of shares available for issuance of grants | 350,343 | 2,450,000 | 2,450,000 | 1,700,000 | 1,700,000 | 1,250,000 | 1,250,000 | ||||||
Options granted | 1,143,447 | ||||||||||||
2009 Plan | Maximum | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Stock options, term | 10 years | ||||||||||||
2009 Plan | Minimum | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Stock options, term | 5 years | ||||||||||||
Voting stock, percentage | 10.00% | ||||||||||||
Fair market value of common stock, percentage | 110.00% | ||||||||||||
2019 Plan | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Number of shares available for issuance of grants | 811,163 | 811,163 | |||||||||||
Number of shares reserved for issuance under the plan | 4,243,790 | ||||||||||||
Number of new shares | 2,750,000 | ||||||||||||
2009 and 2019 Plan | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||
Stock options granted and outstanding, weighted average grant date fair value | $ 0.98 | ||||||||||||
Unrecognized stock compensation expense, net of estimated forfeitures, related to options | $ 1,453,423 | $ 1,453,423 | |||||||||||
Stock-based compensation, total compensation cost not yet recognized, period for recognition | 2 years 9 months 18 days |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Weighted Average Assumptions (Details) - Stock Options | 9 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk free rate, minimum | 1.50% | 2.50% |
Risk free rate, maximum | 1.60% | 3.00% |
Dividend yield | 0.00% | 0.00% |
Volatility of common stock, minimum | 39.40% | 34.50% |
Volatility of common stock, maximum | 44.20% | 41.50% |
Average forfeiture assumptions | 2.70% | 1.40% |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary Of Stock Option Activity (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Options, Outstanding as of beginning of period | 1,122,752 | 792,074 | |
Options, Granted | 1,869,934 | 497,178 | |
Options, Canceled/forfeited/expired | (110,284) | (166,500) | |
Options, Outstanding as of end of period | 2,882,402 | 1,122,752 | 792,074 |
Options, vested and exercisable at end of period | 906,029 | ||
Options, vested and expected to vest | 2,878,070 | ||
Weighted-Average Exercise Prices, Outstanding as of beginning of period | $ 3.55 | $ 4.55 | |
Weighted-Average Exercise Prices, Granted | 2.37 | 2.85 | |
Weighted-Average Exercise Prices, Canceled/forfeited/expired | 3.95 | 6.17 | |
Weighted-Average Exercise Prices, Outstanding as of end of period | 2.74 | $ 3.55 | $ 4.55 |
Weighted-Average Exercise Prices, vested and exercisable | 3.38 | ||
Weighted-Average Exercise Price, vested and expected to vest | $ 2.74 | ||
Options Outstanding, Weighted-Average Remaining Contractual Term (in years) | 8 years 9 months 18 days | 8 years | 6 years 3 months 18 days |
Weighted-Average Remaining Contractual Term (in years), vested and exercisable | 7 years 6 months | ||
Weighted-Average Remaining Contractual Term (in years), vested and expected to vest | 8 years 9 months 18 days | ||
Options, Outstanding, Aggregate Intrinsic Value | $ 34,135 | $ 10,413 |
Equity-Based Compensation - S_2
Equity-Based Compensation - Summary of Activity Related to Non-Vested Restricted Stock Units (Details) - Restricted Stock Units - $ / shares | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Unnvested Restricted Stock Units Outstanding, Beginning | 157,204 | 89,193 | 89,193 | |
Number of Unnvested Restricted Stock Units, Granted | 401,276 | 175,758 | 175,758 | |
Number of Unnvested Restricted Stock Units, Vested | (130,874) | (107,747) | ||
Number of Unnvested Restricted Stock Units Outstanding, Ending | 427,606 | 157,204 | 89,193 | |
Weighted-Average Grant Date Fair Value, Beginning | $ 2.69 | $ 3.98 | $ 3.98 | |
Weighted-Average Grant Date Fair Value, Granted | 2.27 | 2.69 | ||
Weighted-Average Grant Date Fair Value, Vested | 2.51 | 3.75 | ||
Weighted-Average Grant Date Fair Value, Ending | $ 2.35 | $ 2.69 | $ 3.98 | |
Weighted-Average Remaining Contractual Life (Years) | 1 year 8 months 12 days | 1 year 4 months 24 days | 1 year 1 month 6 days | |
Weighted-Average Remaining Contractual Life (Years), Granted | 2 years 9 months 18 days | 2 years 9 months 18 days |
Non-Cash Activities for State_3
Non-Cash Activities for Statements of Cash Flows - Schedule of Consolidated Statements of Cash Flows for Non-Cash Activities (Details) - USD ($) | 9 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | ||
Purchase of equipment classified as financing lease | $ (396,680) | $ 0 |
Contingent consideration issued | $ (4,332,059) | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event | Apr. 14, 2020USD ($) |
Subsequent Event [Line Items] | |
Proceeds from loan | $ 1,958,600 |
Loan maturity date | Apr. 14, 2022 |
Debt instrument, interest rate | 1.00% |