Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2021 | Sep. 27, 2021 | Dec. 31, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | S&W Seed Co | ||
Entity Central Index Key | 0001477246 | ||
Document Type | 10-K | ||
Document Period End Date | Jun. 30, 2021 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | 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 Public Float | $ 38,015,909 | ||
Entity Common Stock, Shares Outstanding | 36,777,094 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Trading Symbol | SANW | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation, State or Country Code | NV | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Documents Incorporated by Reference | Portions of the registrant's Proxy Statement for its next Annual Meeting of Stockholders are incorporated herein by reference in |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 3,527,937 | $ 4,123,094 |
Accounts receivable, net | 19,389,213 | 19,023,098 |
Inventories, net | 63,395,256 | 63,882,938 |
Prepaid expenses and other current assets | 1,555,530 | 1,374,677 |
TOTAL CURRENT ASSETS | 87,867,936 | 88,403,807 |
Property, plant and equipment, net | 17,740,974 | 20,494,312 |
Intangibles, net | 37,130,942 | 38,784,058 |
Goodwill | 1,651,634 | 1,508,675 |
Other assets | 7,079,490 | 6,764,781 |
TOTAL ASSETS | 151,470,976 | 155,955,633 |
CURRENT LIABILITIES | ||
Accounts payable | 15,947,918 | 8,045,694 |
Deferred revenue | 385,328 | 6,171,904 |
Accrued expenses and other current liabilities | 9,134,869 | 9,618,892 |
Lines of credit, net | 33,946,565 | 26,983,264 |
Current portion of long-term debt, net | 1,681,166 | 1,780,522 |
TOTAL CURRENT LIABILITIES | 61,095,846 | 52,600,276 |
Long-term debt, net, less current portion | 11,590,500 | 14,328,823 |
Contingent consideration obligation | 741,552 | 4,263,503 |
Other non-current liabilities | 3,649,885 | 3,427,054 |
TOTAL LIABILITIES | 77,077,783 | 74,619,656 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, $0.001 par value; 50,000,000 shares authorized; 36,772,983 issued and 36,747,983 outstanding at June 30, 2021; 33,457,861 issued and 33,432,861 outstanding at June 30, 2020; | 36,773 | 33,458 |
Treasury stock, at cost, 25,000 shares | (134,196) | (134,196) |
Additional paid-in capital | 149,684,357 | 137,809,540 |
Accumulated deficit | (69,311,909) | (50,140,942) |
Accumulated other comprehensive loss | (5,850,826) | (6,111,424) |
Noncontrolling interests | (31,006) | (120,459) |
TOTAL STOCKHOLDERS' EQUITY | 74,393,193 | 81,335,977 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 151,470,976 | $ 155,955,633 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2021 | Jun. 30, 2020 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 36,772,983 | 33,457,861 |
Common stock, shares outstanding | 36,747,983 | 33,432,861 |
Treasury stock, shares | 25,000 | 25,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 84,049,036 | $ 79,582,198 |
Cost of revenue | 70,372,139 | 64,647,936 |
Gross profit | 13,676,897 | 14,934,262 |
Operating expenses | ||
Selling, general and administrative expenses | 21,867,529 | 21,348,092 |
Research and development expenses | 8,515,786 | 7,336,754 |
Depreciation and amortization | 5,469,581 | 5,036,464 |
Gain on disposal of property, plant and equipment | (1,906,738) | (23,299) |
Total operating expenses | 33,946,158 | 33,698,011 |
Loss from operations | (20,269,261) | (18,763,749) |
Other (income) expense | ||
Foreign currency (gain) loss | (94,214) | 98,620 |
Change in estimated value of assets held for sale | 0 | 92,931 |
Change in contingent consideration obligation | (4,016,904) | (302,139) |
Government grant income | 0 | (1,958,600) |
Loss on extinguishment of debt | 0 | 140,638 |
Interest expense - amortization of debt discount | 689,514 | 555,049 |
Interest expense | 2,283,215 | 1,970,882 |
Loss before income taxes | (19,130,872) | (19,361,130) |
Provision for income taxes | (24,358) | 385,968 |
Net loss | (19,106,514) | (19,747,098) |
Net income (loss) attributed to noncontrolling interests | 64,453 | (72,774) |
Net loss attributable to S&W Seed Company | $ (19,170,967) | $ (19,674,324) |
Net loss attributable to S&W Seed Company per common share: | ||
Basic | $ (0.55) | $ (0.59) |
Diluted | $ (0.55) | $ (0.59) |
Weighted average number of common shares outstanding: | ||
Basic | 34,590,883 | 33,348,263 |
Diluted | 34,590,883 | 33,348,263 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (19,106,514) | $ (19,747,098) |
Foreign currency translation adjustment, net of income taxes | 260,598 | 27,043 |
Comprehensive loss | (18,845,916) | (19,720,055) |
Comprehensive income (loss) attributable to noncontrolling interests | 64,453 | (72,774) |
Comprehensive loss attributable to S&W Seed Company | $ (18,910,369) | $ (19,647,281) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Total | Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interests | Accumulated Other Comprehensive Loss |
Beginning Balance, amount at Jun. 30, 2019 | $ 99,998,212 | $ 33,303 | $ (134,196) | $ 136,751,875 | $ (30,466,618) | $ (47,685) | $ (6,138,467) |
Beginning Balance, shares at Jun. 30, 2019 | 33,303,218 | (25,000) | |||||
Stock-based compensation - options, restricted stock, and Restricted Stock Units, or RSUs | 1,167,951 | 1,167,951 | |||||
Net issuance to settle RSUs, amount | (110,131) | $ 155 | (110,286) | ||||
Net issuance to settle RSUs, shares | 154,643 | ||||||
Other comprehensive income (loss) | 27,043 | 27,043 | |||||
Net loss | (19,747,098) | (19,674,324) | (72,774) | ||||
Ending Balance, amount at Jun. 30, 2020 | 81,335,977 | $ 33,458 | $ (134,196) | 137,809,540 | (50,140,942) | (120,459) | (6,111,424) |
Ending Balance, shares at Jun. 30, 2020 | 33,457,861 | (25,000) | |||||
Stock-based compensation - options, restricted stock, and Restricted Stock Units, or RSUs | 1,766,353 | 1,766,353 | |||||
Net issuance to settle RSUs, amount | (111,532) | $ 307 | (111,839) | ||||
Net issuance to settle RSUs, shares | 307,107 | ||||||
Proceeds from sale of common stock, net of fees and expenses, amount | 10,223,311 | $ 3,008 | 10,220,303 | ||||
Proceeds from sale of common stock, net of fees and expenses, amount | 3,008,015 | ||||||
Noncontrolling Interest, Increase from Subsidiary Equity Issuance | 25,000 | 25,000 | |||||
Other comprehensive income (loss) | 260,598 | 260,598 | |||||
Net loss | (19,106,514) | (19,170,967) | 64,453 | ||||
Ending Balance, amount at Jun. 30, 2021 | $ 74,393,193 | $ 36,773 | $ (134,196) | $ 149,684,357 | $ (69,311,909) | $ (31,006) | $ (5,850,826) |
Ending Balance, shares at Jun. 30, 2021 | 36,772,983 | (25,000) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (19,106,514) | $ (19,747,098) |
Adjustments to reconcile net loss from operating activities to net cash used in operating activities | ||
Stock-based compensation | 1,766,353 | 1,167,951 |
Change in allowance for doubtful accounts | (235,201) | (255,000) |
Inventory write-down | 1,416,029 | 2,344,800 |
Depreciation and amortization | 5,469,581 | 5,036,464 |
Gain on disposal of property, plant and equipment | (1,906,738) | (23,299) |
Change in foreign exchange contracts | 79,403 | (7,615) |
Change in contingent consideration obligation | (4,016,904) | (302,139) |
Change in estimated value of assets held for sale | 0 | 92,931 |
Amortization of debt discount | 689,514 | 555,049 |
Loss on extinguishment of debt | 0 | 140,638 |
Changes in: | ||
Accounts receivable | 504,021 | (1,819,625) |
Inventories | 648,448 | 11,083,296 |
Prepaid expenses and other current assets | (120,030) | 412,526 |
Other non-current asset | 54,259 | (96,398) |
Accounts payable | 7,265,195 | (2,879,541) |
Deferred revenue | (5,786,697) | (2,882,359) |
Accrued expenses and other current liabilities | (964,282) | 2,125,503 |
Other non-current liabilities | 22,521 | (709,711) |
Net cash used in operating activities | (14,221,042) | (5,763,627) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Additions to property, plant and equipment | (1,079,880) | (1,972,231) |
Proceeds from disposal of property, plant and equipment | 782,645 | 34,410 |
Proceeds from sale of assets held for sale | 2,771,480 | 1,757,069 |
Acquisition of germplasm | (8,499) | 0 |
Acquisition of business, net of cash acquired | 0 | (7,472,618) |
Acquisition of wheat assets | 0 | (2,633,000) |
Net cash provided by (used in) investing activities | 2,465,746 | (10,286,370) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Net proceeds from sale of common stock | 10,223,311 | 0 |
Taxes paid related to net share settlements of stock-based compensation awards | (111,532) | (110,132) |
Borrowings and repayments on lines of credit, net | 4,954,687 | 16,819,564 |
Borrowings of long-term debt | 385,636 | 3,865,780 |
Capital contribution from minority shareholder of subsidiary | 25,000 | 0 |
Debt issuance costs | (196,952) | (907,392) |
Repayments of long-term debt | (4,387,465) | (2,618,121) |
Net cash provided by financing activities | 10,892,685 | 17,049,699 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | 267,454 | (308,410) |
NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS | (595,157) | 691,292 |
CASH AND CASH EQUIVALENTS, beginning of the period | 4,123,094 | 3,431,802 |
CASH AND CASH EQUIVALENTS, end of period | 3,527,937 | 4,123,094 |
Cash paid (received) during the period for: | ||
Interest | 2,244,478 | 1,984,703 |
Income taxes | $ 366,502 | $ 272,027 |
Background and Organization
Background and Organization | 12 Months Ended |
Jun. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
BACKGROUND AND ORGANIZATION | NOTE 1 - BACKGROUND AND ORGANIZATION Organization The Company began as S&W Seed Company, a general partnership, in 1980 and was originally in the business of breeding, growing, processing and selling alfalfa seed. We then incorporated a corporation with the same name in Delaware in October 2009, which is the successor entity to Seed Holding, LLC, having purchased a majority interest in the general partnership between June 2008 and December 2009. Following the Company’s initial public offering in May 2010, the Company purchased the remaining general partnership interests and became the sole owner of the general partnership’s original business. Seed Holding, LLC remains a consolidated subsidiary of the Company. In December 2011, the Company reincorporated in Nevada as a result of a statutory short-form merger of the Delaware corporation into its wholly-owned subsidiary, S&W Seed Company, a Nevada corporation. On April 1, 2013, the Company, together with its wholly-owned subsidiary, S&W Holdings Australia Pty Ltd, an Australia corporation (f/k/a S&W Seed Australia Pty Ltd), or S&W Holdings, consummated an acquisition of all of the issued and outstanding shares of Seed Genetics International Pty Ltd, an Australia corporation, or SGI, from SGI’s shareholders. In April 2018, SGI changed its name to S&W Seed Company Australia Pty Ltd, or S&W Australia. In September 2018, the Company and AGT Foods Africa Proprietary Limited, or AGT, formed a venture based in South Africa named SeedVision Proprietary Limited, or SeedVision. SeedVision will leverage AGT's African-based production and processing facilities to produce S&W's hybrid sunflower, grain sorghum, and forage sorghum to be sold by SeedVision in the African continent, Middle East countries, and Europe. As part of the Company’s 2018 acquisition of all assets of Chromatin, Inc., the Company acquired 51.0% of Sorghum Solutions South Africa. In February 2020, S&W Australia acquired all of the issued and outstanding shares of Pasture Genetics Ltd., or Pasture Genetics, from Pasture Genetics’ sole shareholder. Business Overview Since its establishment, the Company, including its predecessor entities, has been principally engaged in breeding, growing, processing and selling agricultural seeds. The Company owns seed cleaning and processing facilities, which are located in Nampa, Idaho, Dumas, Texas, New Deal, Texas Keith, South Australia and Penfield, South Australia. The Company’s seed products are primarily grown under contract by farmers. The Company began its stevia initiative in fiscal year 2010 and is currently focused on breeding improved varieties of stevia and developing marketing and distribution programs for its stevia products. The Company has also been actively engaged in expansion initiatives through a combination of organic growth and strategic initiatives. The Company had a long-term distribution agreement with Pioneer Hi-Bred International, Inc., or Pioneer, now a subsidiary of Corteva Agriscience, Inc., which is jointly referred to as Corteva, 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2021 | |
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 consolidated financial statements as Noncontrolling interests. The Company owns 50.1% of SeedVision, which is a variable interest entity as defined in ASC 810-10, Consolidation, . The Company owns 51.0% of Sorghum Solutions South Africa, which is a variable interest entity as defined in ASC 810-10, Consolidation, . Because the Company is its primary beneficiary, SeedVision's and Sorghum Solutions South Africa’s financial results are included in these financial statements. We have recorded a combined $0.6 million of current assets (restricted) and $0.1 million of current liabilities (nonrecourse) for these entities in our consolidated balance sheet as of June 30, 2021. We have recorded a combined $1.3 million of current assets (restricted) and $0.2 million of current liabilities (nonrecourse) for these entities in our consolidated balance sheet as of June 30, 2020. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates are adjusted to reflect actual experience when necessary. Significant estimates and assumptions affect many items in the financial statements. These include allowance for doubtful trade receivables, inventory valuation, asset impairments, provisions for income taxes, grower accruals (an estimate of amounts payable to farmers who grow seed for the Company), contingent consideration obligations, contingencies and litigation. Significant estimates and assumptions are also used to establish the fair value and useful lives of depreciable tangible and certain intangible assets, goodwill as well as valuing stock-based compensation. Actual results may differ from those estimates and assumptions, and such results may affect income, financial position or cash flows. The COVID-19 pandemic and the efforts to contain it have, among other things, negatively impacted the global economy and created significant volatility and disruption of financial markets. In addition, the COVID-19 pandemic has significantly increased economic and demand uncertainty. The Company believes the estimates and assumptions underlying the accompanying consolidated financial statements are reasonable and supportable based on the information available at the time the financial statements were prepared. However, uncertainty over the impact COVID-19 will have on the global economy and the Company’s business in particular makes many of the estimates and assumptions reflected in these consolidated financial statements inherently less certain. Therefore, actual results may ultimately differ from those estimates to a greater degree than historically. Certain Risks and Concentrations The Company’s revenue is principally derived from the sale of seed, the market for which is highly competitive. The Company depends on a core group of significant customers. One customer accounted for 19% of its revenue for the year ended June 30, 2021. One customer accounted for 26% of its revenue for the year ended June 30, 2020. One customer accounted for 11% of the Company’s accounts receivable at June 30, 2021. One customer accounted for 21% of the Company’s accounts receivable at June 30, 2020. The Company sells a substantial portion of its products to international customers. Sales to international markets represented 56% and 54% of revenue during the years ended June 30, 2021 and 2020, respectively. The net book value of fixed assets located outside the United States was 19% and 17% of total fixed assets at June 30, 2021 and June 30, 2020, respectively. Cash balances located outside of the United States may not be insured and totaled $204,813 and $1,690,748 at June 30, 2021 and June 30, 2020, respectively. The following table shows revenue from external sources by destination country: Years Ended June 30, 2021 2020 United States $ 37,124,047 44 % $ 36,724,591 46 % Australia 21,470,810 26 % 15,079,996 19 % Saudi Arabia 5,911,498 7 % 9,189,291 12 % South Africa 2,456,216 3 % 2,182,553 3 % China 2,042,585 2 % 817,867 1 % Pakistan 2,041,548 2 % 2,124,038 3 % Mexico 1,928,856 2 % 2,454,504 3 % Argentina 1,838,648 2 % 681,183 1 % Libya 1,249,554 1 % 1,142,920 1 % Sudan 1,218,168 1 % 1,308,874 1 % Other 6,767,106 8 % 7,876,381 10 % Total $ 84,049,036 100 % $ 79,582,198 100 % Liquidity and The Company is monitoring the impact of the COVID-19 pandemic on its business, including its results of operations and financial condition, and has implement measures designed to protect the health and safety of its employees while continuing its operations. The Company’s sales efforts historically involved significant in-person interaction with potential customers and distributors. Throughout the COVID-19 pandemic, many national, state and local governments in its target markets implemented various stay-at-home, shelter-in-place and other quarantine measures. As a result, the Company shifted its sales activities to video conferencing and similar customer interaction models and continues to evaluate its sales approach, but the Company has found these alternative approaches to generally be less effective than in-person sales efforts. In particular, the Company’s sales cycle is highly seasonal, and the majority of its sales season activities for the United States and Australia are typically concentrated between March and June of each year. If ongoing measures to protect against COVID-19 remain in effect throughout the 2022 sales season, the Company may experience similar negative impacts that it experienced during the 2020 and 2021 sales seasons. In addition, the Company’s product revenue is predicated on its ability to timely fulfill customer orders, which depends in large part upon the consistent availability and operation of shipping and distribution networks operated by third parties. Farmers typically have a limited window during which they can plant seed, and their buying decisions can be shaped by actual or perceived disruptions in the Company’s distribution and supply channels. If the Company’s customers delay or decrease their orders due to potential disruptions in its distribution and supply channels, this would adversely affect the Company’s product revenue. During the year ended June 30, 2021, the Company experienced numerous logistical challenges due to limited availability of trucks for product deliveries, congestion at the ports, and overall increases in shipping and transportation costs. The Company expects these logistical challenges to persist well into fiscal 2022. 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. The Company’s loan and security agreement with CIBC Bank USA, or CIBC, and the Company’s secured promissory notes with Conterra Agriculture Capital, LLC contains various operating and financial covenants (See Note 9). The COVID-19 pandemic has increased the risk of the Company’s inability to comply with these covenants, which could result in acceleration of its repayment obligations and foreclosure on its pledged assets. For example, the loan and security agreement with CIBC requires the Company to comply with a minimum EBITDA covenant for the fiscal quarters ending September 30, 2021 and December 31, 2021 and a fixed charge coverage ratio, tested on a trailing twelve-month basis beginning with the quarter ending March 31, 2022. It also requires the Company to maintain minimum liquidity of no less than $3,000,000 at all times. The Company was not in compliance with certain covenants as of June 30, 2021 and has obtained waivers and/or amendments from CIBC and Conterra (Note 9). The Company believes it is uncertain it will be able to generate sufficient cash flow from operations or maintain sufficient liquidity to meet these covenants. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. If the Company is unable to meet these covenants, the Company will need to raise additional capital or secure future waivers and/or amendments from its lenders. There can be no assurance the Company will be successful in raising additional capital or securing future waivers and/or amendments from its lenders. If the Company is unable to raise sufficient additional capital or secure future waivers and/or amendments, it may need to reduce the scope of its operations, repay amounts owing to its lenders or sell certain assets. 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 $57,582 and $1,366,220 at June 30, 2021 and June 30, 2020, respectively. Inventories Inventories consist of seed and packaging materials. Inventories are stated at the lower of cost or net realizable value, and an inventory reserve permanently reduces the cost basis of inventory. Inventories are valued as follows: Actual cost is used to value raw materials such as packaging materials, as well as goods in process. Costs for substantially all finished goods, which include the cost of carryover crops from the previous year, are valued at actual cost. Actual cost for finished goods includes plant conditioning and packaging costs, direct labor and raw materials and manufacturing overhead costs based on normal capacity. The Company records abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage) as current period charges and allocates fixed production overhead to the costs of finished goods based on the normal capacity of the production facilities. 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: June 30, 2021 June 30, 2020 Raw materials and supplies $ 2,722,832 $ 1,227,185 Work in progress 6,662,006 4,395,503 Finished goods 54,010,418 58,260,250 $ 63,395,256 $ 63,882,938 Property, Plant and Equipment Property, plant and equipment is depreciated using the straight-line method over the estimated useful life of the asset - periods of 5-35 years for buildings, 2-20 years for machinery and equipment, and 2-5 years for vehicles. Intangible Assets Intangible assets acquired in business acquisitions are reported at their initial fair value less accumulated amortization. Intangible assets are amortized using the straight-line method over the estimated useful life of the asset. Periods of 3-30 years for technology/IP/germplasm, 5-20 years for customer relationships and trade names and 3-20 for other intangible assets. The weighted average estimated useful lives are 26 years for technology/IP/germplasm, 20 years for customer relationships, 15 years for trade names and 18 years for other intangible assets. Goodwill Goodwill is assessed at least annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value is less than its carrying amount, including goodwill. If management concludes that it is more likely than not that the fair value is less than its carrying amount, management conducts a quantitative goodwill impairment test. The goodwill impairment test is used to identify potential impairment by comparing the fair value with its carrying amount, including goodwill. The Company uses market capitalization and an estimate of a control premium to estimate the fair value. If the fair value exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. If the carrying amount exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill. The Company acquired Pasture Genetics in February 2020, and recorded goodwill of $1,452,436 as part of this transaction. The Company performed a quantitative assessment of goodwill at June 30, 2021 and June 30, 2020 on its one reporting unit and determined that goodwill was not impaired. See Note 7 for further information. Investment in Bioceres S.A. The Company owns less than 1% of Bioceres, S.A., a provider of crop productivity solutions headquartered in Argentina. The carrying value of the investment is $1.3 million at June 30, 2021 and 2020, 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 in fiscal years 2021 or 2020. Research and Development Costs The Company is engaged in ongoing research and development, or R&D, of proprietary seed and stevia varieties. All R&D costs must be charged to expense as incurred. Accordingly, internal R&D costs are expensed as incurred. Third-party R&D costs are expensed when the contracted work has been performed or as milestone results have been achieved. The costs associated with equipment or facilities acquired or constructed for R&D activities that have alternative future uses are capitalized and depreciated on a straight-line basis over the estimated useful life of the asset. Income Taxes Deferred tax assets and liabilities are determined based on differences between the financial statement and tax basis of assets and liabilities, as well as a consideration of net operating loss and credit carry forwards, using enacted tax rates in effect for the period in which the differences are expected to impact taxable income. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company’s effective tax rate for the years ended June 30, 2021 and 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, or EPS, is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted EPS is calculated by adjusting both the numerator (net income (loss)) and the denominator (weighted-average number of shares outstanding) for the dilutive effects of potentially dilutive securities, including options, restricted stock awards, convertible debt and common stock warrants. The treasury stock method is used for common stock warrants, stock options, and restricted stock awards. Under this method, consideration that would be received upon exercise (as well as remaining compensation cost to be recognized for awards not yet vested) is assumed to be used to repurchase shares of stock in the market, with net number of shares assumed to be issued added to the denominator. The calculation of Basic and Diluted EPS is shown in the table below. Years Ended June 30, 2021 2020 Numerator: Net loss attributable to S&W Seed Company $ (19,170,967 ) $ (19,674,324 ) Numerator for basis EPS (19,170,967 ) (19,674,324 ) Effect of dilutive securities: Warrants — — — — Numerator for diluted EPS $ (19,170,967 ) $ (19,674,324 ) Denominator: Denominator for basic EPS-weighted- average shares 34,590,883 33,348,263 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 34,590,883 33,348,263 Basic EPS $ (0.55 ) $ (0.59 ) Diluted EPS $ (0.55 ) $ (0.59 ) The effects of employee stock options and stock units, and warrants are excluded because they would be anti-dilutive due to the Company’s net loss. Impairment of Long-Lived Assets The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of long-lived assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. Refer to Note 4 and Note 7 for impairment discussion. Derivative Financial Instruments The Company’s subsidiary, S&W Australia, is exposed to foreign currency exchange rate fluctuations in the normal course of its business, which the Company at times manages through the use of foreign currency forward contracts. The Company has entered into certain derivative financial instruments (specifically foreign currency forward contracts), and accounts for these instruments in accordance with ASC Topic 815, “Derivatives and Hedging”, which establishes accounting and reporting standards requiring that derivative instruments be recorded on the balance sheet as either an asset or liability measured at fair value. The Company’s foreign currency contracts are not designated as hedging instruments under ASC 815; accordingly, changes in the fair value are recorded in current period earnings. Fair Value of Financial Instruments The Company discloses assets and liabilities that are recognized and measured at fair value, presented in a three-tier fair value hierarchy, as follows: • Level 1. Observable inputs such as quoted prices in active markets; • Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and • Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The assets acquired and liabilities assumed in the Dow Wheat acquisition (see Note 7) 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 June 30, 2021 Using: Level 1 Level 2 Level 3 Foreign exchange contract liability $ — $ 96,466 $ — Contingent consideration obligations $ — $ — $ 741,552 Total $ — $ 96,466 $ 741,552 Fair Value Measurements as of June 30, 2020 Using: Level 1 Level 2 Level 3 Foreign exchange contract liability $ — $ 35,218 $ — Contingent $ — $ — $ 4,263,503 Total $ — $ 35,218 $ 4,263,503 Recently Adopted Accounting Pronouncements The Company adopted Accounting Standards Update, or ASU 2018-15 effective July 1, 2020. The Financial Accounting Standards Board, or FASB, issued authoritative guidance intended to address a customer’s accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. The Company adopted the ASU prospectively for the annual period beginning July 1, 2020. The adoption of this ASU had no impact on the Company’s consolidated statement of operations and consolidated statement of cash flows. Recently Issued, but Not Yet Adopted, Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Leases
Leases | 12 Months Ended |
Jun. 30, 2021 | |
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. Right-of-use, or ROU, assets represent the Company’s right to use the underlying assets for the lease term and lease liabilities represent the net present value of the Company’s obligation to make payments arising from these leases. The lease liabilities are based on the present value of fixed lease payments over the lease term using the implicit lease interest rate or, when unknown, the Company's incremental borrowing rate on the lease commencement date or July 1, 2019 for leases that commenced prior to that date. If the lease includes one or more options to extend the term of the lease, the renewal option is considered in the lease term if it is reasonably certain the Company will exercise the option(s). Operating lease expense is recognized on a straight-line basis over the term of the lease. As permitted by ASC 842, leases with an initial term of twelve months or less, or short-term leases, are not recorded on the accompanying consolidated balance sheet. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component under the practical expedient provisions of the standard. The Company has lease agreements with terms less than one year. For the qualifying short-term leases, the Company elected the short-term lease recognition exemption in which the Company will not recognize ROU assets or lease liabilities, including the ROU assets or lease liabilities for existing short-term leases of those assets in upon adoption. Variable lease payments consist primarily of common area maintenance, utilities and taxes, which are not included in the recognition of ROU assets and related lease liabilities. Variable lease payments and short-term lease expenses were immaterial to the Company’s financial statements for the year ended June 30, 2021. 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 June 30, 2021 Assets: Right of use assets - operating leases Other assets $ 4,314,802 Right of use assets - finance leases Other assets $ 2,241,739 Accumulated amortization - finance leases Other assets (894,200 ) Right of use assets - finance leases, net Other assets 1,347,539 Total lease assets $ 5,662,341 Liabilities: Current portion of long-term debt, net Current portion of long-term debt, net $ 909,413 Current lease liabilities Accrued expenses and other current liabilities 1,204,944 Long-term debt, net Long-term debt, net 1,108,709 Long-term lease liabilities Other non-current liabilities 3,298,160 Total lease liabilities $ 6,521,226 The components of lease cost are as follows: Lease cost: Income Statement Classification: Year Ended June 30, 2021 Operating lease cost Cost of revenue $ 404,884 Operating lease cost Selling, general and administrative expenses 677,862 Operating lease cost Research and development expenses 260,621 Finance lease cost Depreciation and amortization and Interest expense 656,981 Total lease costs $ 2,000,348 Maturities of lease liabilities as of June 30, 2021 are as follows: Operating Leases Finance Leases 2022 $ 1,387,530 $ 975,090 2023 1,057,064 841,807 2024 964,599 269,876 2025 626,158 38,105 2026 547,674 7,960 After 2026 339,240 $ — Total lease payments 4,922,265 2,132,838 Less: Interest $ (419,161 ) $ (114,716 ) Present value of lease liabilities $ 4,503,104 $ 2,018,122 The following are the weighted average assumptions used for lease term and discount rate and supplemental cash flow information related to leases as of June 30, 2021: Operating lease remaining lease term 4.6 years Operating lease discount rate 4.21 % Finance lease remaining lease term 2.34 years Finance lease discount rate 5.17 % Cash paid for operating leases $ 1,023,841 Cash paid for finance leases $ 1,403,749 |
Pioneer Relationship
Pioneer Relationship | 12 Months Ended |
Jun. 30, 2021 | |
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 were delivered to Corteva periodically through March 2021. The Company does not expect to sell any other products to Pioneer or Corteva beyond those quantities of seed. License Agreement with Corteva Contemporaneously with the termination, the Company entered into a license with Corteva, under which Corteva received a fully pre-paid, exclusive license to produce and distribute certain of the Company's alfalfa seed varieties world-wide (except South America). The licensed seed varieties include certain of the Company's existing commercial conventional (non-GMO) alfalfa varieties and six pre-commercial dormant alfalfa varieties. The Company also assigned to Corteva grower production contract rights, and Corteva assumed grower production contract obligations, related to the licensed and certain other alfalfa varieties. Corteva received no license to the Company's other commercial alfalfa varieties or pre-commercial alfalfa pipeline products and no rights to any future products developed by the Company. Payments Due from Corteva and Pioneer The Company received a payment of $45.0 million in fiscal 2019, $16.7 million in fiscal 2020, $8.3 million in fiscal 2021 The remaining amounts were recognized as revenue as the seed was delivered to Corteva through March 2021. The amount allocated to the seed represents the estimated standalone selling price of those quantities of seed, determined based on the Company’s normal profit margin on the quantities and varieties of seed that Corteva agreed to purchase. The Company allocated approximately $1.8 million to an unbilled receivable related to revenue recognition at contract termination and the remainder of the payments was allocated to the license using a residual method approach. The unbilled receivable is $0 as of June 30, 2021. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Jun. 30, 2021 | |
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: Years Ended June 30, 2021 2020 Pioneer product sales $ 14,198,857 $ 19,681,450 Other product sales 67,234,359 57,896,346 Services 2,615,820 2,004,402 $ 84,049,036 $ 79,582,198 Pioneer Product Sales For the years ended June 30, 2021 and 2020, Pioneer product sales consisted of product shipments to Pioneer under the termination agreement discussed in Note 4. 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 services, conditioning, treating and packaging services, which are performed on the customer's product, is recognized as services are completed and the milled product is delivered to the customer. Revenue from research and development services is recognized over time as the services are performed. 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 with Pioneer for which the Company recognized revenue over time, as the Company bills for these arrangements upon product delivery, while revenue was recognized, as described above, as costs were incurred. Unbilled receivables may arise as much as three months before billing is expected to occur. Unbilled receivables are generally expected to be generated in the first and second fiscal quarters, and to be billed in the second, third and fourth fiscal quarters. Losses on accounts receivable and unbilled receivables are recognized if and when it becomes probable that amounts will not be paid. These losses are reversed in subsequent periods if these amounts are paid. During the year ended June 30, 2021, the Company recognized a net gain from collections on amounts previously written off to bad debt expense of $235,201. During the period ended June 30, 2020, the Company recognized bad debt expense of $255,000 associated with impaired accounts receivable. Deferred revenue represents payments received from customers in advance of completion of the Company's performance obligation. During the year ended June 30, 2021, the Company recognized $6.2 million of revenue that was included in the deferred balance as of June 30, 2020. During the year ended June 30, 2020, the Company recognized $9.1 million of revenue that was included in the deferred balance as of June 30, 2019. |
Business Combinations
Business Combinations | 12 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS | NOTE 6 - BUSINESS COMBINATIONS Pasture Genetics Acquisition On February 24, 2020, S&W Australia acquired all of the issued and outstanding shares of Pasture Genetics, the PG Acquisition, for an initial consideration that consisted of an upfront cash payment at closing of USD $7.5 million (AUD $11.4 million). A potential earn-out payment of up to USD $5.3 million (AUD $8.0 million), or the Earn-Out, is payable on September 30, 2022, or the Earn-Out Date. The amount of any Earn-Out will be equal to the excess, if any, of (a) 7.5 multiplied by the average of an agreed-upon calculation of Pasture Genetics’ earnings over fiscal years 2021 and 2022, above (b) USD $7.5 million (AUD $11.4 million). At S&W Australia’s election, up to 50% of the Earn-Out may be paid in shares of our common stock at a per share purchase price equal to the volume-weighted average purchase price of the Company’s common stock during the 10-day period ending immediately prior to the Earn-Out Date. The PG acquisition expanded and diversified the Company's product offerings and provided access to new distribution channels within Australia. The PG Acquisition has been accounted for as a business combination, and the Company valued and recorded all assets acquired and liabilities assumed at their estimated fair values on the date of the Acquisition. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date of February 24, 2020: February 24, 2020 (as reported) Measurement Period Adjustments February 24, 2020 (as adjusted) Cash and cash equivalents $ 25,027 $ — $ 25,027 Accounts receivable 3,406,169 94,749 3,500,918 Inventories 6,145,876 (74,473 ) 6,071,403 Prepaid expenses and other current assets 191,536 13,625 205,161 Property, plant and equipment 993,525 — 993,525 Right of use assets — 365,033 365,033 Trade names 428,590 (26,375 ) 402,215 Customer relationships 4,351,840 791,244 5,143,084 Goodwill 2,555,175 (1,102,739 ) 1,452,436 Accounts payable (4,254,043 ) 219,932 (4,034,111 ) Current liabilities (1,452,984 ) 159,865 (1,293,119 ) Vehicle loans (544,608 ) - (544,608 ) Finance leases assumed - (365,033 ) (365,033 ) Other noncurrent liabilities (16,399 ) - (16,399 ) Total acquisition cost allocated $ 11,829,704 $ 75,828 $ 11,905,532 The acquisition-date fair value of the consideration transferred consisted of the following: February 24, 2020 (as reported) Measurement Period Adjustments February 24, 2020 (as adjusted) Cash paid at closing $ 7,497,645 $ - $ 7,497,645 Contingent earn-out 4,332,059 75,828 4,407,887 Total purchase price $ 11,829,704 $ 75,828 $ 11,905,532 The estimated fair value of accounts receivable acquired was $3,500,918, with the gross contractual amount totaling $3,610,566, less $109,648 expected to be uncollectible. The current liabilities assumed primarily relate to grower payables as well as employee-related obligations. The excess of the purchase price over the fair value of the net assets acquired, amounting to $1,452,436, was recorded as goodwill on the consolidated balance sheet. The primary item that generated goodwill was the premium paid by the Company for the ability to manage the acquired business, the trained workforce and access to new the distribution channels. Goodwill is not amortized for financial reporting purposes but is amortized for tax purposes. Management assigned fair values to the identifiable intangible assets through a combination of the relief from royalty method and the multi-period excess earnings method. The contingent consideration requires the Company to pay up to an additional USD $5.3 million (AUD $8.0 million). The amount of any Earn-Out will be equal to the excess, if any, of (a) 7.5 multiplied by the average of an agreed-upon calculation of Pasture Genetics’ earnings over fiscal years 2021 and 2022, above (b) USD $7.5 million (AUD $12.0 million). The fair value of the contingent consideration arrangement at the acquisition date was $4,407,887. The fair value of the contingent consideration was estimated using a Monte Carlo simulation model. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement. 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 June 30, 2020, the estimated fair value of the contingent consideration is $4,095,702. The values and useful lives of the acquired intangibles are as follows: Estimated Useful Life (Years) Estimated Fair Value Trade names 5 $ 402,215 Customer Relationships 20 5,143,084 Total identifiable intangible assets $ 5,545,299 The Company incurred acquisitions costs of $476,454 during the year ended June 30, 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 June 30, 2021. The following unaudited pro forma financial information presents results as if the Acquisition occurred on July 1, 2019. Year Ended June 30, 2020 Revenue $ 88,664,131 Net loss $ (20,299,845 ) For purposes of the pro forma disclosures above, the primary adjustments for the year ended June 30, 2020 include the elimination of acquisition charges of $476,454 and amortization of acquired intangibles of $327,707. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Jun. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 7 – GOODWILL AND INTANGIBLE ASSETS The Company acquired Pasture Genetics in February 2020, and recorded goodwill of $1,452,436 as part of this transaction. The Company performed a quantitative assessment of goodwill at June 30, 2021 on its one reporting unit and determined that goodwill was not impaired. The following table summarizes the activity of goodwill for the years ended June 30, 2021 and 2020, respectively. Balance at July 1, 2020 Additions Impairment Currency Translation Adjustment Balance at June 30, 2021 Goodwill $ 1,508,675 $ — $ — $ 142,959 $ 1,651,634 Balance at July 1, 2019 Additions Impairment Currency Translation Adjustment Balance at June 30, 2020 Goodwill $ — $ 1,452,436 $ — $ 56,239 $ 1,508,675 For the years ended June 30, 2021 and 2020, the Company determined there was no impairment on its intangible assets. Refer to Note 4 for further information. Intangible assets consist of the following: Balance at July 1, 2020 Additions Amortization Currency Translation Adjustment Balance at June 30, 2021 Trade name $ 1,479,278 $ — $ (206,311 ) $ 37,522 $ 1,310,489 Customer relationships 6,187,086 — (376,431 ) 491,936 6,302,591 Non-compete 21,312 — (16,254 ) — 5,058 GI customer list 57,310 — (7,164 ) — 50,146 Supply agreement 926,507 — (75,633 ) — 850,874 Grower relationships 1,542,393 — (105,405 ) — 1,436,988 Intellectual property 25,415,665 388,499 (1,376,307 ) — 24,427,857 In process research and development 380,000 (380,000 ) — — — License agreement 2,300,059 — (176,646 ) 216,856 2,340,269 Internal use software 474,448 — (67,778 ) — 406,670 $ 38,784,058 $ 8,499 $ (2,407,929 ) $ 746,314 $ 37,130,942 Balance at July 1, 2019 Additions Amortization Currency Translation Adjustment Balance at June 30, 2020 Trade name $ 1,205,346 $ 402,215 $ (139,999 ) $ 11,716 $ 1,479,278 Customer relationships 1,055,747 5,143,084 (202,197 ) 190,452 6,187,086 Non-compete 30,267 — (8,955 ) — 21,312 GI customer list 64,475 — (7,165 ) — 57,310 Supply agreement 1,002,154 — (75,647 ) — 926,507 Grower relationships 1,647,800 — (105,407 ) — 1,542,393 Intellectual property 26,786,468 — (1,370,803 ) — 25,415,665 In process research and development 380,000 — — — 380,000 License agreement — 2,400,863 (135,295 ) 34,491 2,300,059 Internal use software 542,227 — (67,779 ) — 474,448 $ 32,714,484 $ 7,946,162 $ (2,113,247 ) $ 236,659 $ 38,784,058 Amortization expense totaled $2,407,929 and $2,113,247 for the years ended June 30, 2021 and 2020, respectively. Estimated aggregate remaining amortization is as follows: 2022 2023 2024 2025 2026 Thereafter Amortization expense $ 2,474,218 $ 2,396,478 $ 2,373,943 $ 2,362,393 $ 2,275,976 $ 25,247,934 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, or the Wheat Acquisition from Dow AgroScience, or 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, or EPR, System in which the wheat variety owner earns a fixed royalty on every metric ton of grain produced. With the Wheat Acquisition, the Company has the right to collect EPR on commercialized wheat varieties included in its license. The purchase price was approximately $2.6 million, which was paid in cash. The purchase price was allocated to the assets acquired based on the relative fair value 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 | 12 Months Ended |
Jun. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | NOTE 8 - PROPERTY, PLANT AND EQUIPMENT Components of property, plant and equipment were as follows: June 30, 2021 June 30, 2020 Land and improvements $ 2,297,529 $ 2,157,663 Buildings and improvements 8,196,593 10,014,879 Machinery and equipment 13,935,053 13,550,413 Vehicles 1,046,937 2,087,634 Leasehold Improvements 552,810 552,810 Construction in progress 48,480 71,316 Total property, plant and equipment 26,077,402 28,434,715 Less: accumulated depreciation (8,336,428 ) (7,940,403 ) Property, plant and equipment, net $ 17,740,974 $ 20,494,312 Depreciation expense totaled $2,518,356 and $2,580,234 for the years ended June 30, 2021 and 2020, respectively. |
Debt
Debt | 12 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 9 - DEBT Total debt outstanding is presented on the consolidated balance sheet as follows: June 30, 2021 June 30, 2020 Working capital lines of credit CIBC 14,500,000 11,205,664 National Australia Bank Limited 19,494,800 16,437,600 National Australia Bank Limited Overdraft Facility 617,471 — Debt issuance costs (665,706 ) (660,000 ) Total working capital lines of credit, net $ 33,946,565 $ 26,983,264 Current portion of long-term debt Finance leases $ 909,413 $ 809,632 Debt issuance costs (5,077 ) $ (8,154 ) Term Loan - National Australia Bank Limited 374,900 342,450 Machinery & equipment loans - National Australia Bank Limited 165,802 272,997 Vehicle loans - Toyota Finance — 200,779 Secured real estate note - Conterra 275,684 202,374 Debt issuance costs (39,556 ) (39,556 ) Total current portion, net 1,681,166 1,780,522 Long-term debt, less current portion Finance leases 1,108,709 1,642,975 Debt issuance costs (1,847 ) (6,923 ) Term loan - National Australia Bank Limited 2,999,200 3,082,050 Machinery & equipment loans - National Australia Bank Limited 526,564 396,404 Vehicle loans - Toyota Finance — 313,470 Secured real estate note - Conterra 6,974,356 8,956,885 Debt issuance costs (16,482 ) (56,038 ) Total long-term portion, net 11,590,500 14,328,823 Total debt, net $ 13,271,666 $ 16,109,345 On December 26, 2019, the Company entered into a Loan and Security Agreement, or the Loan Agreement, with CIBC, which originally provided for a $35.0 million credit facility, or the CIBC Credit Facility. The Loan Agreement was subsequently amended on September 22, 2020 December 30, 2020, May 12, 2021 and September 27, 2021. As amended, the Loan Agreement provides for a $25.0 million credit facility. The following is a summary of certain terms of the CIBC Credit Facility: • Advances under the CIBC Credit Facility are to be used: (i) to finance the Company’s ongoing working capital requirements; and (ii) for general corporate purposes. • All amounts due and owing, including, but not limited to, accrued and unpaid principal and interest due under the CIBC Credit Facility, will be payable in full on December 23, 2022. • The Credit Facility generally establishes a borrowing base of up to 85% of eligible domestic accounts receivable (90% of eligible foreign accounts receivable) plus up to the lesser of (i) 65% of eligible inventory, (ii) 85% of the appraised net orderly liquidation value of eligible inventory, and (iii) an eligible inventory sublimit as more fully set forth in the Loan Agreement, in each case, subject to lender reserves. • Loans may be based on (i) a Base Rate plus 1.0% per annum or (ii) LIBOR Rate plus 3.0% per annum (both as defined in the Loan Agreement), generally at the Company’s option. Pursuant to the September 27, 2021 amendment, the Loans will be based on Prime plus 2.0% per annum. In the event of a default, at the option of CIBC, the interest rate on all obligations owing will increase by 2% per annum over the rate otherwise applicable. • The CIBC Credit Facility is secured by a first priority perfected security interest in substantially all of the Borrowers’ assets (subject to certain exceptions), including intellectual property. • The Loan Agreement contains customary representations and warranties, affirmative and negative covenants and customary events of default that permit CIBC to accelerate the Company’s outstanding obligations under the Credit Facility, all as set forth in the Loan Agreement and related documents. The CIBC Credit Facility also contains customary and usual financial covenants imposed by CIBC. Pursuant to the September 2021 amendment to the Loan Agreement, CIBC waived noncompliance with the Company’s fixed charge coverage ratio as of June 30, 2021 and suspended the Company’s fixed charge coverage ratio financial covenants for the fiscal quarters ending September 30, 2021 and December 31, 2021 and replaced that financial covenant with a minimum EBITDA threshold tested quarterly for the quarters ending September 30, 2021 and December 31, 2021. Pursuant to the September 2021 amendment, the Company reverts back to its previous financial covenant to require that it maintain a fixed charge coverage ratio equal to or greater than (i) 1.00 to 1.00 for the fiscal quarters ended March 31, 2022 and (ii) 1.15 to 1.00 for each fiscal quarter thereafter. In addition, pursuant to the September 2021 amendment, the Company is required to maintain liquidity of no less than $3,000,000 at all times for the remainder of the term of the Loan Agreement. After giving effect to the September 2021 amendment, the Company was in compliance with the Loan Agreement for the year ended June 30, 2021. As of June 30, 2021, there was approximately $6.7 million of unused availability on the CIBC Credit Facility In November 2017, the Company entered into a secured note financing transaction, or the Loan Transaction, with Conterra Agricultural Capital, LLC, or Conterra, for $12.5 million in gross proceeds. Pursuant to the Loan Transaction, the Company issued two secured promissory notes, or the Notes, to Conterra as follows: The s ecured real estate note was issued in the principal amount of $10.4 million, bears interest at 7.75% per annum and is secured by a first priority security interest in the property, plant and fixtures, or the Real Estate Collateral, located at the Company's Nampa, Idaho production facilities and its Nampa, Idaho research facilities. On December 24, 2019, the Company signed an amendment to extend the maturity date to November 30, 2022, and revise the amount payable under the note. (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. In January 2021, the Company completed the sale of its Five Points facility which resulted in the Company making a one-time principal pay-down of $1,706,845 on the secured real estate note. The Company will also make three consecutive semi-annual principal and interest payments of approximately $388,045, beginning on July 1, 2021; and a one-time final payment of approximately $7,184,109 on November 30, 2022. 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. During January 2021, the Company completed the sale of its Five Points facility which triggered the Company making a one-time principal pay down of $294,163 on the finance lease agreement. Australian Facilities At June 30, 2021, S&W Australia has debt facilities with National Australia Bank, or NAB, all of which are guaranteed by S&W Seed Company up to a maximum of AUD $15,000,000 (USD $11,247,000). In June 2020, S&W Australia executed documentation to consolidate Pasture Genetics debt facility with NAB into its debt facilities with NAB. The documentation became effective in July 2020. The consolidated debt facilities with NAB provide for up to an aggregate of AUD $35,500,000 (USD $26,617,900) of credit as of June 30, 2021, and include the following: • S&W Australia finances the purchase of most of its seed inventory from growers pursuant to a seasonal credit facility comprised of two facility lines: (i) an Overdraft Facility having a credit limit of AUD $3,000,000 (USD $2,249,400 at June 30, 2021) and (ii) a Borrowing Base Line having a credit limit of AUD $26,000,000 (USD $19,494,800 at June 30, 2021). In March 2021, S&W Australia entered into an amendment with NAB which temporarily increased the Overdraft Facility to AUD $3,000,000 (USD 2,249,400) for a three-month period and extended the maturity date of the seasonal credit facility to June 30, 2022. As of June 30, 2021, the Borrowing Base Line accrued interest on Australian dollar drawings at approximately 3.5% 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 June 30, 2021, the Overdraft Facility accrued interest at approximately 5.47% per annum calculated daily. As of June 30, 2021, AUD $26,823,515 (USD $20,112,272) was outstanding under S&W Australia’s seasonal credit facility with NAB. The seasonal credit facility is secured by a fixed and floating lien over all the present and future rights, property, and undertakings of S&W Australia • S&W Australia has a flexible rate loan, or the Term Loan, in the amount of AUD $4,500,000 (USD $3,374,100 at June 30, 2021). 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, beginning in August 2021 through June 2026 and have interest rates ranging from 2.86% to 5.31%. The credit limit under the facility is AUD $2,000,000 (USD $1,499,600) at June 30, 2021. As of June 30, 2021, AUD $892,602 (USD $669,273) was outstanding under S&W Australia’s master asset finance facility. • S&W Australia had a facility for the machinery and equipment used in the operations of the Keith building. The final repayment for this facility was made in February 2021. As of June 30, 2021, AUD $0 (USD $0) was outstanding under this facility. S&W Australia was in compliance with all debt covenants under its debt facilities with NAB at June 30, 2021. The annual maturities of short-term and long-term debt are as follows: Fiscal Year Amount 2022 $ 1,709,832 2023 8,310,934 2024 785,979 2025 2,367,693 2026 160,190 Thereafter — Total $ 13,334,628 |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 10 - INCOME TAXES Loss before income taxes consists of the following: Years Ended June 30, 2021 2020 United States $ (22,519,842 ) $ (18,778,030 ) Foreign 3,388,970 (583,100 ) Loss before income taxes $ (19,130,872 ) $ (19,361,130 ) Significant components of the provision for income taxes from continuing operations are as follows: Years Ended June 30, 2021 2020 Current: Federal $ — $ — State (5,385 ) 15,972 Foreign (197,163 ) 369,996 Total current provision (202,548 ) 385,968 Deferred: Federal — — State — — Foreign 178,190 — Total deferred provision (benefit) 178,190 — Provision (Benefit) for income taxes $ (24,358 ) $ 385,968 The differences between the total calculated income tax provision and the expected income tax computed using the U.S. federal income tax rate are as follows: Years Ended June 30, 2021 2020 Tax benefit at statutory tax rate $ (4,018,362 ) $ (4,065,839 ) State benefit, net of federal benefit (417,868 ) (387,398 ) Estimated GILTIO Inclusion 5,428 — Other permanent differences (86,691 ) 134,141 Federal and state research credits - current year (675,527 ) (239,373 ) Foreign rate differential 431,265 170,693 Shortfall on restricted stock vest (29,156 ) 10,526 Change in unrecognized tax benefit — 11,778 Valuation allowance 5,178,300 4,540,563 Tax law changes (411,306 ) Other (441 ) 210,877 $ (24,358 ) $ 385,968 Significant components of the Company's deferred tax assets are shown below. June 30, 2021 2020 Deferred tax assets: Net operating loss carry forwards $ 15,623,619 $ 10,681,884 Compensation accruals 312,496 478,696 Allowance for bad debts 1,378,422 1,338,083 Stock compensation 550,471 444,725 Tax credit carry forwards 1,169,978 901,656 Intangible assets 660,103 1,628,858 Lease liability 1,209,560 1,126,905 163(j) limitation interest 723,740 349,003 Other, net 968,138 693,637 Total deferred tax assets 22,596,527 17,643,447 Valuation allowance for deferred tax assets (19,892,644 ) (14,656,843 ) Deferred tax assets, net of valuation allowance 2,703,883 2,986,604 Deferred tax liabilities ROU lease asset (1,293,365 ) (1,253,577 ) Fixed assets (1,588,708 ) (1,733,027 ) Total deferred tax liabilities (2,882,073 ) (2,986,604 ) Net deferred tax asset / (liability) $ (178,190 ) $ — The Company recognizes federal and state current tax liabilities or assets based on its estimate of taxes payable to or refundable from tax authorities in the current fiscal year. The Company also recognizes federal and state deferred tax liabilities or assets based on the Company’s estimate of future tax effects attributable to temporary differences and carryforwards. The Company records a valuation allowance to reduce any deferred tax assets by the amount of any tax benefits that, based on available evidence and judgment, are not expected to be realized. The Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which those temporary differences become deductible. The Company considers projected future taxable income and planning strategies in making this assessment. Based on projections of taxable income, the Company had previously determined that it is more likely than not that the deferred tax assets will not be realized. Accordingly, a full valuation allowance was recorded as of June 30, 2017. The Company’s valuation allowance position has not changed for the years ended June 30, 2021 and June 30, 2020, respectively, as the Company does not believe that it is more likely than not that it will realize its deferred tax assets. The valuation allowance increased by approximately $5.2 million for the year ended June 30, 2021, related primarily to net operating losses generated in the current year. The U.S. Internal Revenue Code of 1986, as amended, generally imposes an annual limitation on a corporation's ability to utilize net operating loss carryovers, or NOLs, if it experiences an ownership change as defined in Section 382. In general terms, an ownership change may result from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50% over a three-year period. In the event that an ownership change has occurred, or were to occur, utilization of the Company’s NOLs would be subject to an annual limitation under Section 382 as determined by multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate as defined in the Internal Revenue Code. Any unused annual limitation may be carried over to later years. The Company could experience an ownership change under Section 382 as a result of events in the past in combination with events in the future. If so, the use of the Company’s NOLs, or a portion thereof, against future taxable income may be subject to an annual limitation under Section 382, which may result in expiration of a portion of the NOLs before utilization. To the extent our use of net operating loss carryforwards is significantly limited under the rules of Section 382, our income could be subject to U.S. corporate income tax earlier than it would if we were able to use net operating loss carryforwards, which could result in lower profits. Any carryforwards that expire prior to utilization as a result of such limitations will be removed, if applicable, from deferred tax assets with a corresponding reduction of the valuation allowance. As of June 30, 2021, the Company is not aware of any applicable Section 382 limitations that may exist on its net operating losses. As of June 30, 2021, the Company had federal and state net operating loss carryovers of approximately $66.2 million and $23.5 million, respectively, which will begin to expire June 30, 2030, unless previously utilized. A portion of the federal net operating losses generated after June 30, 2018 can be carried forward indefinitely, which total $41.7 million. The Company has federal research credits of $1,115,804 which will expire June 30, 2031, unless previously utilized. The Company also has foreign tax credits of $157,859 which will begin to expire June 30, 2023, unless previously utilized. The Company has state research credits of $25,089 that do not expire. The Company also has $0 Australian net operating loss carryover as of the year ended June 30, 2021. In addition, the Company has $3.2 million of Section 163(j) interest limitation carryovers as of June 30, 2021 which do not expire. As of June 30, 2021, the Company has not provided for foreign withholding taxes on approximately $6.0 million of undistributed earnings of its foreign subsidiaries, as these earnings are considered indefinitely reinvested outside of the United States. The Company does not plan to repatriate any earnings that are currently located in its foreign subsidiaries as of June 30, 2021. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. The Company regularly assesses the potential outcome of examinations by tax authorities in determining the adequacy of its provision for income taxes. The Company has approximately $79,341 of unrecognized tax benefits related to current year tax positions as of June 30, 2021. Included in the unrecognized tax benefits was approximately $62,679 of tax benefits that, if recognized, would reduce our annual effective tax rate, if the Company were not in a valuation allowance position. However, as the Company is in a full valuation allowance position, there would be no impact to the annual effective tax rate if the tax benefits were recognized. The Company's policy is to recognize interest expense and penalties related to income tax matters as a component of income tax expense. The Company has not accrued interest and penalties associated with uncertain tax positions as of June 30, 2021 and 2020. The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months. CARES Act On March 27, 2020, the United States enacted the Coronavirus Aid, Relief and Economic Security Act, or the CARES Act. The Cares Act is an emergency economic stimulus package that includes spending and tax breaks to strengthen the United States economy and fund a nationwide effort to curtail the effect of COVID-19. Some of the more significant changes include the ability to carryback net operating losses, the acceleration of AMT credit receivables, and the ability to take 100% bonus on qualified improvement property, or QIP. Of these highlighted provisions, the Company has only recognized the provisional impact of the 100% bonus on QIP in fiscal 2020. With respect to the 163(j) limitation implemented as part of the Tax Cuts and Jobs Act, companies were previously limited to deducting interest to thirty percent of adjusted taxable income per year. However, with the passage of the CARES Act, companies may elect to use fifty percent of adjusted taxable income in order to calculate the allowable interest deduction for years 2019 and 2020. These CARES Act provisions did not impact the Company’s tax expense calculations or related income tax account balances for the years ended June 30, 2021 or June 30, 2020. Consolidated Appropriations Act On December 27, 2020, the United States enacted the Consolidated Appropriations Act of 2021, or CAA. The CAA includes provisions extending certain CARES Act provisions and adds coronavirus relief tax and health extenders. The Company will continue to evaluate the impact of the CAA and its impact on our financial statements in fiscal 2021 and beyond. However, the Company does not anticipate that the provisions of the CAA will impact the Company’s tax expense calculations or related income tax account balances for the year ended June 30, 2021. |
Equity
Equity | 12 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
EQUITY | NOTE 11 - EQUITY On September 23, 2020, the entered into an At Market Issuance Sales Agreement, or the ATM Agreement, with B. Riley Securities, Inc., or B Riley, under which the Company may offer and sell from time to time, at its sole discretion, shares of its common stock having an aggregate offering price of up to $14 million through B. Riley as its sales agent. The Company agreed to pay B. Riley a commission of 3.5% of the gross proceeds of the sales price per share of any common stock sold through B. Riley under the 2020 ATM Agreement. For the year ended June 30, 2021, the Company received gross proceeds of approximately $10.9 million from the sale of 3,008,015 shares of its common stock pursuant to the ATM Agreement. As of June 30, 2021, the Company had $3.1 million remaining under the ATM Agreement In December 2020, the Company’s shareholders approved the amendment to the Company’s Articles of Incorporation to increase the authorized number of shares of common stock from 50,000,000 shares to 75,000,000 shares. |
Foreign Currency Contracts
Foreign Currency Contracts | 12 Months Ended |
Jun. 30, 2021 | |
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 $9,114,857 at June 30, 2021 and their maturities range from July 2021 to April 2022. 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 $96,466 at June 30, 2021 and foreign currency contract liabilities totaled $35,218 at June 30, 2020. The Company recorded a loss on foreign exchange contracts of $79,403 for the year ended June 30, 2021 and a gain on foreign exchange contracts of $7,615 for the year ended June 30, 2020, which are reflected in cost of revenue for the years ended June 30, 2021 and 2020, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2021 | |
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. |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Jun. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
EQUITY-BASED COMPENSATION | NOTE 14 - EQUITY-BASED COMPENSATION Equity Incentive Plans In October 2009 and January 2010, the Company's Board of Directors and stockholders, respectively, approved the 2009 Equity Incentive Plan, or as amended and/or restated from time to time, the 2009 Plan. The plan authorized the grant and issuance of options, restricted shares and other equity compensation to the Company's directors, employees, officers and consultants, and those of the Company's subsidiaries and parent, if any. In October 2012 and December 2012, the Company's Board of Directors and stockholders, respectively, approved the amendment and restatement of the 2009 Plan, including an increase in the number of shares available for issuance as grants and awards under the Plan to 1,250,000 shares. In September 2013 and December 2013, the Company's Board of Directors and stockholders, respectively, approved the amendment and restatement of the 2009 Plan, including an increase in the number of shares available for issuance as grants and awards under the Plan to 1,700,000 shares. In September 2015 and December 2015, the Company's Board of Directors and stockholders, respectively, approved the amendment and restatement of the 2009 Plan, including an increase in the number of shares available for issuance as grants and awards under the Plan to 2,450,000 shares. In December 2018 and January 2019, the Company's Board of Directors and stockholders, respectively, approved the 2019 Equity Incentive Plan, or the 2019 Plan, as a successor to and continuation of the 2009 Plan. In October 2020 and December 2020, the Company’s Board of Directors and stockholders approved, respectively, the amendment to the 2019 Plan to increase the number of shares available for issues as grants and awards by 4,000,000 shares. Subject to adjustment for certain changes in the Company's capitalization, the aggregate number of shares of the Company's common stock that may be issued under the 2019 Plan, as amended, will not exceed 8,243,790 shares, which is the sum of (i) 4,000,000 new shares, (ii) 2,750,000 additional shares that were reserved as of the effective date of the 2019 Plan, (iii) 350,343 shares (the number of unallocated shares that were available for grant under the 2009 Plan as of January 16, 2019, the effective date of the 2019 Plan), plus (iv) 1,143,447 shares, which is the number of shares subject to outstanding stock awards granted under the 2009 Plan that on or after the effective date of the 2019 Plan may expire or terminate for any reason prior to exercise or settlement, are forfeited because of the failure to meet a contingency or condition required to vest such shares or otherwise return to us, or are reacquired, withheld or not issued to satisfy a tax withholding obligation in connection with an award or to satisfy the purchase price or exercise price of a stock award. The term of incentive stock options granted under the Company’s equity incentive plans may not exceed ten years, or five years for incentive stock options granted to an optionee owning more than 10% of the Company's voting stock. The exercise price of options granted under the Company’s equity incentive plans must be equal to or greater than the fair market value of the shares of the common stock on the date the option is granted. An incentive stock option granted to an optionee owning more than 10% of voting stock must have an exercise price equal to or greater than 110% of the fair market value of the common stock on the date the option is granted. The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. Stock options issued to non-employees are accounted for at their estimated fair value. The fair value of options granted to non-employees is re-measured as they vest. The Company amortizes stock-based compensation expense on a straight-line basis over the requisite service period. The Company utilizes a Black-Scholes-Merton option pricing model, which includes assumptions regarding the risk-free interest rate, dividend yield, life of the award, and the volatility of the Company's common stock to estimate the fair value of employee options grants. Weighted average assumptions used in the Black-Scholes-Merton model are set forth below: June 30, 2021 2020 Risk free rate 0.24%-0.33% 0.3%-1.66% Dividend yield 0 % 0 % Volatility 52.1%-53.0% 39.4%-48.9% Average forfeiture assumptions 2.3 % 1.1 % During the year ended June 30, 2021, the Company granted 976,924 options to its directors, certain members of the executive management team and other employees at exercise prices ranging from $2.41 - $2.48. 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 years ended June 30, 2021 and 2020 is presented below: Number Outstanding Weighted - Average Exercise Price Per Share Weighted- Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at June 30, 2019 1,122,752 $ 3.55 8.0 $ 34,135 Granted 1,899,934 2.36 — — Exercised — — — — Canceled/forfeited/expired (146,792 ) 4.12 — — Outstanding at June 30, 2020 2,875,894 2.74 8.6 22,409 Granted 976,924 2.41 — — Exercised (65,990 ) 2.48 — — Canceled/forfeited/expired (10,260 ) 2.94 — — Outstanding at June 30, 2021 3,776,568 2.65 8.0 3,962,766 Options vested and exercisable at June 30, 2021 1,965,712 2.87 7.4 1,728,490 Options vested and expected to vest as of June 30, 2021 3,770,648 $ 2.65 8.0 $ 3,955,427 The weighted average grant date fair value of options granted and outstanding at June 30, 2021 was $1.00. At June 30, 2021, the Company had $1,381,775 of unrecognized stock compensation expense, net of estimated forfeitures, related to the options under the 2009 Plan, which will be recognized over the weighted average remaining service period of 1.77 years. The Company settles employee stock option exercises with newly issued shares of common stock. During the years ended June 30, 2021 and 2020, the Company issued 291,206 and 417,933 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 during the years ended June 30, 2021 and 2020 totaled $1,965,712 and $940,700, respectively, and was based on the closing stock price on the date of grants. The Company recorded $866,017 and $700,724 of stock-based compensation expense associated with grants of restricted stock units during the years ended June 30, 2021 and 2020, respectively. A summary of activity related to non-vested restricted stock units is presented below: Number of Nonvested Restricted Stock Units Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Life (Years) Nonvested restricted units outstanding at June 30, 2019 157,204 $ 2.69 1.4 Granted 417,933 2.25 2.8 Vested (177,010 ) 2.45 — Forfeited (1,324 ) 2.83 — Nonvested restricted units outstanding at June 30, 2020 396,803 2.33 1.6 Granted 291,206 2.59 1.9 Vested (326,439 ) 2.36 — Forfeited — — — Nonvested restricted units outstanding at June 30, 2021 361,570 $ 2.51 1.3 At June 30, 2021, the Company had $585,081 of unrecognized stock compensation expense related to the restricted stock units, which will be recognized over the weighted average remaining service period of 1.29 years. At June 30, 2021, there were 3,651,594 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 years ended June 30, 2021 and 2020, totaled $1,766,353 and $1,167,951, respectively. |
Non-Cash Activities for Stateme
Non-Cash Activities for Statements of Cash Flows | 12 Months Ended |
Jun. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
NON-CASH ACTIVITIES FOR STATEMENTS OF CASH FLOWS | NOTE 15 - 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 years ended June 30, 2021 and 2020, respectively. Years Ended June 30, 2021 2020 Purchases of equipment classified as finance lease (696,303 ) (468,390 ) Contingent consideration issued — (4,407,887 ) |
Paycheck Protection Program
Paycheck Protection Program | 12 Months Ended |
Jun. 30, 2021 | |
Extraordinary And Unusual Items [Abstract] | |
PAYCHECK PROTECTION PROGRAM | NOTE 16 – PAYCHECK PROTECTION PROGRAM In response to the COVID-19 pandemic, the Payment Protection Program, or PPP, was established under the Coronavirus Aid, Relief and Economic Security Act, or the CARES Act and administered by the U.S. Small Business Administration, or SBA. Companies who met the eligibility requirements set forth by the PPP could qualify for PPP loans. If the loan proceeds are fully utilized to pay qualified expenses, the full principal amount of the PPP loan, along with any accrued interest, may qualify for loan forgiveness, subject to potential reduction based on the level of full-time employees maintained by the organization. In April 2020, the Company received a loan of $1,958,600 under the PPP provided by CIBC. The loan bears interest at 1.0%, with principal and interest payments deferred for the first six months of the loan. After that, the loan and interest would be paid back over a period of 18 months, if the loan is not forgiven under the terms of the PPP. When it applied for the loan, the Company believed it would qualify to have the loan forgiven under the terms of PPP, and therefore considered the loan to be substantively a conditional government grant. The Company has performed initial calculations for PPP loan forgiveness and expects that the PPP loan will be forgiven in full because 1) the Company has, prior to June 30, 2020, utilized all of the proceeds for payroll and other qualified expenses and 2) the Company believes it will continue to comply with other terms and conditions necessary for forgiveness. As such, the Company has decided that the PPP loan should be accounted for as a government grant. As US GAAP does not contain guidance on the accounting for government grants, the Company is following the guidance in International Accounting Standards, or IAS, 20, Accounting for Government Grants and Disclosure of Government Assistance. Under the provisions of IAS 20, “a forgivable loan from government is treated as a government grant when there is reasonable assurance that the entity will meet the terms for forgiveness of the loan.” As discussed above, the Company believes there is reasonable assurance it will meet the terms of forgiveness. Under IAS 20, government grants are recognized in income as required activities are undertaken. As the Company believes that it completed the required activities by utilizing PPP proceeds for payroll and other qualified expenditures prior to June 30, 2020, it has recognized PPP grant income for the full amount of the PPP loan, $1,958,600, and no liability for the PPP loan is reflected in the consolidated balance sheet as of June 30, 2021 or 2020. In December 2020 the Company submitted an application to have the PPP loan forgiven. In March 2021, the PPP loan was forgiven in full. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 17 - SUBSEQUENT EVENTS S&W Australia is currently in the process of modifying its seasonal credit facility with NAB. This agreement is expected to increase the credit limit of the Company’s seasonal credit facility by $6,000,000 AUD ($4,498,800 USD), reduce the overdraft facility by $1,000,000 AUD ($749,800 USD) and extend the maturity date of the existing facilities until September 30, 2023. During the month of September 2021, NAB provided a temporary increase in the seasonal credit facility of $3,700,000 AUD ($2,774,260 USD) while the Company works to complete its new long-term credit agreement with NAB. The Company expects this new credit agreement to be completed by mid-October 2021. On September 27, 2021, the Company entered into a Fourth Amendment to the Loan and Security Agreement with CIBC, which amended the Loan Agreement. Pursuant to the amendment, among other things (i) CIBC waived noncompliance with the Company’s fixed charge coverage ratio as of June 30, 2021, (ii) CIBC suspended the Company’s fixed charge coverage ratio financial covenants under the Loan Agreement for the fiscal quarters ending September 30, 2021 and December 30, 2021 and replaced that financial covenant with a minimum EBITDA threshold tested quarterly for the quarters ending September 30, 2021 and December 31, 2021; (iii) the Company is required to maintain liquidity no less than $3,000,000 for the remainder of the term of the Loan Agreement; and (iv) CIBC modified the interest rate on the Loan to Prime plus 2.0% per annum. Pursuant to the September 2021 amendment, the Company reverts back to its previous financial covenant to require that it maintain a fixed charge coverage ratio equal to or greater than (i) 1.00 to 1.00, beginning with the fiscal quarter ending March 31, 2022 and (ii) 1.15 to 1.00 for each fiscal quarter thereafter. Except as modified by the foregoing amendment, all terms and conditions of the loan agreement with CIBC remain in full force and effect. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2021 | |
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 consolidated financial statements as Noncontrolling interests. The Company owns 50.1% of SeedVision, which is a variable interest entity as defined in ASC 810-10, Consolidation, . The Company owns 51.0% of Sorghum Solutions South Africa, which is a variable interest entity as defined in ASC 810-10, Consolidation, . Because the Company is its primary beneficiary, SeedVision's and Sorghum Solutions South Africa’s financial results are included in these financial statements. We have recorded a combined $0.6 million of current assets (restricted) and $0.1 million of current liabilities (nonrecourse) for these entities in our consolidated balance sheet as of June 30, 2021. We have recorded a combined $1.3 million of current assets (restricted) and $0.2 million of current liabilities (nonrecourse) for these entities in our consolidated balance sheet as of June 30, 2020. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates are adjusted to reflect actual experience when necessary. Significant estimates and assumptions affect many items in the financial statements. These include allowance for doubtful trade receivables, inventory valuation, asset impairments, provisions for income taxes, grower accruals (an estimate of amounts payable to farmers who grow seed for the Company), contingent consideration obligations, contingencies and litigation. Significant estimates and assumptions are also used to establish the fair value and useful lives of depreciable tangible and certain intangible assets, goodwill as well as valuing stock-based compensation. Actual results may differ from those estimates and assumptions, and such results may affect income, financial position or cash flows. The COVID-19 pandemic and the efforts to contain it have, among other things, negatively impacted the global economy and created significant volatility and disruption of financial markets. In addition, the COVID-19 pandemic has significantly increased economic and demand uncertainty. The Company believes the estimates and assumptions underlying the accompanying consolidated financial statements are reasonable and supportable based on the information available at the time the financial statements were prepared. However, uncertainty over the impact COVID-19 will have on the global economy and the Company’s business in particular makes many of the estimates and assumptions reflected in these consolidated financial statements inherently less certain. Therefore, actual results may ultimately differ from those estimates to a greater degree than historically. |
Certain Risks and Concentrations | Certain Risks and Concentrations The Company’s revenue is principally derived from the sale of seed, the market for which is highly competitive. The Company depends on a core group of significant customers. One customer accounted for 19% of its revenue for the year ended June 30, 2021. One customer accounted for 26% of its revenue for the year ended June 30, 2020. One customer accounted for 11% of the Company’s accounts receivable at June 30, 2021. One customer accounted for 21% of the Company’s accounts receivable at June 30, 2020. The Company sells a substantial portion of its products to international customers. Sales to international markets represented 56% and 54% of revenue during the years ended June 30, 2021 and 2020, respectively. The net book value of fixed assets located outside the United States was 19% and 17% of total fixed assets at June 30, 2021 and June 30, 2020, respectively. Cash balances located outside of the United States may not be insured and totaled $204,813 and $1,690,748 at June 30, 2021 and June 30, 2020, respectively. The following table shows revenue from external sources by destination country: Years Ended June 30, 2021 2020 United States $ 37,124,047 44 % $ 36,724,591 46 % Australia 21,470,810 26 % 15,079,996 19 % Saudi Arabia 5,911,498 7 % 9,189,291 12 % South Africa 2,456,216 3 % 2,182,553 3 % China 2,042,585 2 % 817,867 1 % Pakistan 2,041,548 2 % 2,124,038 3 % Mexico 1,928,856 2 % 2,454,504 3 % Argentina 1,838,648 2 % 681,183 1 % Libya 1,249,554 1 % 1,142,920 1 % Sudan 1,218,168 1 % 1,308,874 1 % Other 6,767,106 8 % 7,876,381 10 % Total $ 84,049,036 100 % $ 79,582,198 100 % |
Liquidity and Covid-19 Pandemic | Liquidity and The Company is monitoring the impact of the COVID-19 pandemic on its business, including its results of operations and financial condition, and has implement measures designed to protect the health and safety of its employees while continuing its operations. The Company’s sales efforts historically involved significant in-person interaction with potential customers and distributors. Throughout the COVID-19 pandemic, many national, state and local governments in its target markets implemented various stay-at-home, shelter-in-place and other quarantine measures. As a result, the Company shifted its sales activities to video conferencing and similar customer interaction models and continues to evaluate its sales approach, but the Company has found these alternative approaches to generally be less effective than in-person sales efforts. In particular, the Company’s sales cycle is highly seasonal, and the majority of its sales season activities for the United States and Australia are typically concentrated between March and June of each year. If ongoing measures to protect against COVID-19 remain in effect throughout the 2022 sales season, the Company may experience similar negative impacts that it experienced during the 2020 and 2021 sales seasons. In addition, the Company’s product revenue is predicated on its ability to timely fulfill customer orders, which depends in large part upon the consistent availability and operation of shipping and distribution networks operated by third parties. Farmers typically have a limited window during which they can plant seed, and their buying decisions can be shaped by actual or perceived disruptions in the Company’s distribution and supply channels. If the Company’s customers delay or decrease their orders due to potential disruptions in its distribution and supply channels, this would adversely affect the Company’s product revenue. During the year ended June 30, 2021, the Company experienced numerous logistical challenges due to limited availability of trucks for product deliveries, congestion at the ports, and overall increases in shipping and transportation costs. The Company expects these logistical challenges to persist well into fiscal 2022. 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. The Company’s loan and security agreement with CIBC Bank USA, or CIBC, and the Company’s secured promissory notes with Conterra Agriculture Capital, LLC contains various operating and financial covenants (See Note 9). The COVID-19 pandemic has increased the risk of the Company’s inability to comply with these covenants, which could result in acceleration of its repayment obligations and foreclosure on its pledged assets. For example, the loan and security agreement with CIBC requires the Company to comply with a minimum EBITDA covenant for the fiscal quarters ending September 30, 2021 and December 31, 2021 and a fixed charge coverage ratio, tested on a trailing twelve-month basis beginning with the quarter ending March 31, 2022. It also requires the Company to maintain minimum liquidity of no less than $3,000,000 at all times. The Company was not in compliance with certain covenants as of June 30, 2021 and has obtained waivers and/or amendments from CIBC and Conterra (Note 9). The Company believes it is uncertain it will be able to generate sufficient cash flow from operations or maintain sufficient liquidity to meet these covenants. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. If the Company is unable to meet these covenants, the Company will need to raise additional capital or secure future waivers and/or amendments from its lenders. There can be no assurance the Company will be successful in raising additional capital or securing future waivers and/or amendments from its lenders. If the Company is unable to raise sufficient additional capital or secure future waivers and/or amendments, it may need to reduce the scope of its operations, repay amounts owing to its lenders or sell certain assets. |
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 $57,582 and $1,366,220 at June 30, 2021 and June 30, 2020, respectively. |
Inventories | Inventories Inventories consist of seed and packaging materials. Inventories are stated at the lower of cost or net realizable value, and an inventory reserve permanently reduces the cost basis of inventory. Inventories are valued as follows: Actual cost is used to value raw materials such as packaging materials, as well as goods in process. Costs for substantially all finished goods, which include the cost of carryover crops from the previous year, are valued at actual cost. Actual cost for finished goods includes plant conditioning and packaging costs, direct labor and raw materials and manufacturing overhead costs based on normal capacity. The Company records abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage) as current period charges and allocates fixed production overhead to the costs of finished goods based on the normal capacity of the production facilities. 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: June 30, 2021 June 30, 2020 Raw materials and supplies $ 2,722,832 $ 1,227,185 Work in progress 6,662,006 4,395,503 Finished goods 54,010,418 58,260,250 $ 63,395,256 $ 63,882,938 |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment is depreciated using the straight-line method over the estimated useful life of the asset - periods of 5-35 years for buildings, 2-20 years for machinery and equipment, and 2-5 years for vehicles. |
Intangible Assets | Intangible Assets Intangible assets acquired in business acquisitions are reported at their initial fair value less accumulated amortization. Intangible assets are amortized using the straight-line method over the estimated useful life of the asset. Periods of 3-30 years for technology/IP/germplasm, 5-20 years for customer relationships and trade names and 3-20 for other intangible assets. The weighted average estimated useful lives are 26 years for technology/IP/germplasm, 20 years for customer relationships, 15 years for trade names and 18 years for other intangible assets. |
Goodwill | Goodwill Goodwill is assessed at least annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value is less than its carrying amount, including goodwill. If management concludes that it is more likely than not that the fair value is less than its carrying amount, management conducts a quantitative goodwill impairment test. The goodwill impairment test is used to identify potential impairment by comparing the fair value with its carrying amount, including goodwill. The Company uses market capitalization and an estimate of a control premium to estimate the fair value. If the fair value exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. If the carrying amount exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill. The Company acquired Pasture Genetics in February 2020, and recorded goodwill of $1,452,436 as part of this transaction. The Company performed a quantitative assessment of goodwill at June 30, 2021 and June 30, 2020 on its one reporting unit and determined that goodwill was not impaired. See Note 7 for further information. |
Investment in Bioceres S.A. | Investment in Bioceres S.A. The Company owns less than 1% of Bioceres, S.A., a provider of crop productivity solutions headquartered in Argentina. The carrying value of the investment is $1.3 million at June 30, 2021 and 2020, 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 in fiscal years 2021 or 2020. |
Research and Development Costs | Research and Development Costs The Company is engaged in ongoing research and development, or R&D, of proprietary seed and stevia varieties. All R&D costs must be charged to expense as incurred. Accordingly, internal R&D costs are expensed as incurred. Third-party R&D costs are expensed when the contracted work has been performed or as milestone results have been achieved. The costs associated with equipment or facilities acquired or constructed for R&D activities that have alternative future uses are capitalized and depreciated on a straight-line basis over the estimated useful life of the asset. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are determined based on differences between the financial statement and tax basis of assets and liabilities, as well as a consideration of net operating loss and credit carry forwards, using enacted tax rates in effect for the period in which the differences are expected to impact taxable income. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company’s effective tax rate for the years ended June 30, 2021 and 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, or EPS, is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted EPS is calculated by adjusting both the numerator (net income (loss)) and the denominator (weighted-average number of shares outstanding) for the dilutive effects of potentially dilutive securities, including options, restricted stock awards, convertible debt and common stock warrants. The treasury stock method is used for common stock warrants, stock options, and restricted stock awards. Under this method, consideration that would be received upon exercise (as well as remaining compensation cost to be recognized for awards not yet vested) is assumed to be used to repurchase shares of stock in the market, with net number of shares assumed to be issued added to the denominator. The calculation of Basic and Diluted EPS is shown in the table below. Years Ended June 30, 2021 2020 Numerator: Net loss attributable to S&W Seed Company $ (19,170,967 ) $ (19,674,324 ) Numerator for basis EPS (19,170,967 ) (19,674,324 ) Effect of dilutive securities: Warrants — — — — Numerator for diluted EPS $ (19,170,967 ) $ (19,674,324 ) Denominator: Denominator for basic EPS-weighted- average shares 34,590,883 33,348,263 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 34,590,883 33,348,263 Basic EPS $ (0.55 ) $ (0.59 ) Diluted EPS $ (0.55 ) $ (0.59 ) The effects of employee stock options and stock units, and warrants are excluded because they would be anti-dilutive due to the Company’s net loss. |
Impairment of Long-lived Assets | 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 The Company’s subsidiary, S&W Australia, is exposed to foreign currency exchange rate fluctuations in the normal course of its business, which the Company at times manages through the use of foreign currency forward contracts. The Company has entered into certain derivative financial instruments (specifically foreign currency forward contracts), and accounts for these instruments in accordance with ASC Topic 815, “Derivatives and Hedging”, which establishes accounting and reporting standards requiring that derivative instruments be recorded on the balance sheet as either an asset or liability measured at fair value. The Company’s foreign currency contracts are not designated as hedging instruments under ASC 815; accordingly, changes in the fair value are recorded in current period earnings. |
Fair Values of Financial Instruments | Fair Value of Financial Instruments The Company discloses assets and liabilities that are recognized and measured at fair value, presented in a three-tier fair value hierarchy, as follows: • Level 1. Observable inputs such as quoted prices in active markets; • Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and • Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The assets acquired and liabilities assumed in the Dow Wheat acquisition (see Note 7) 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 June 30, 2021 Using: Level 1 Level 2 Level 3 Foreign exchange contract liability $ — $ 96,466 $ — Contingent consideration obligations $ — $ — $ 741,552 Total $ — $ 96,466 $ 741,552 Fair Value Measurements as of June 30, 2020 Using: Level 1 Level 2 Level 3 Foreign exchange contract liability $ — $ 35,218 $ — Contingent $ — $ — $ 4,263,503 Total $ — $ 35,218 $ 4,263,503 |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Company adopted Accounting Standards Update, or ASU 2018-15 effective July 1, 2020. The Financial Accounting Standards Board, or FASB, issued authoritative guidance intended to address a customer’s accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. The Company adopted the ASU prospectively for the annual period beginning July 1, 2020. The adoption of this ASU had no impact on the Company’s consolidated statement of operations and consolidated statement of cash flows. |
Recently Issued, but Not Yet Adopted, Accounting Pronouncements | Recently Issued, but Not Yet Adopted, Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Revenues from External Customers by Country | The following table shows revenue from external sources by destination country: Years Ended June 30, 2021 2020 United States $ 37,124,047 44 % $ 36,724,591 46 % Australia 21,470,810 26 % 15,079,996 19 % Saudi Arabia 5,911,498 7 % 9,189,291 12 % South Africa 2,456,216 3 % 2,182,553 3 % China 2,042,585 2 % 817,867 1 % Pakistan 2,041,548 2 % 2,124,038 3 % Mexico 1,928,856 2 % 2,454,504 3 % Argentina 1,838,648 2 % 681,183 1 % Libya 1,249,554 1 % 1,142,920 1 % Sudan 1,218,168 1 % 1,308,874 1 % Other 6,767,106 8 % 7,876,381 10 % Total $ 84,049,036 100 % $ 79,582,198 100 % |
Components of Inventory | Components of inventory are: June 30, 2021 June 30, 2020 Raw materials and supplies $ 2,722,832 $ 1,227,185 Work in progress 6,662,006 4,395,503 Finished goods 54,010,418 58,260,250 $ 63,395,256 $ 63,882,938 |
Schedule of Calculation of Basic and Diluted EPS | The calculation of Basic and Diluted EPS is shown in the table below. Years Ended June 30, 2021 2020 Numerator: Net loss attributable to S&W Seed Company $ (19,170,967 ) $ (19,674,324 ) Numerator for basis EPS (19,170,967 ) (19,674,324 ) Effect of dilutive securities: Warrants — — — — Numerator for diluted EPS $ (19,170,967 ) $ (19,674,324 ) Denominator: Denominator for basic EPS-weighted- average shares 34,590,883 33,348,263 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 34,590,883 33,348,263 Basic EPS $ (0.55 ) $ (0.59 ) Diluted EPS $ (0.55 ) $ (0.59 ) |
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 June 30, 2021 Using: Level 1 Level 2 Level 3 Foreign exchange contract liability $ — $ 96,466 $ — Contingent consideration obligations $ — $ — $ 741,552 Total $ — $ 96,466 $ 741,552 Fair Value Measurements as of June 30, 2020 Using: Level 1 Level 2 Level 3 Foreign exchange contract liability $ — $ 35,218 $ — Contingent $ — $ — $ 4,263,503 Total $ — $ 35,218 $ 4,263,503 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
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 June 30, 2021 Assets: Right of use assets - operating leases Other assets $ 4,314,802 Right of use assets - finance leases Other assets $ 2,241,739 Accumulated amortization - finance leases Other assets (894,200 ) Right of use assets - finance leases, net Other assets 1,347,539 Total lease assets $ 5,662,341 Liabilities: Current portion of long-term debt, net Current portion of long-term debt, net $ 909,413 Current lease liabilities Accrued expenses and other current liabilities 1,204,944 Long-term debt, net Long-term debt, net 1,108,709 Long-term lease liabilities Other non-current liabilities 3,298,160 Total lease liabilities $ 6,521,226 |
Summary of Components of Lease Cost | The components of lease cost are as follows: Lease cost: Income Statement Classification: Year Ended June 30, 2021 Operating lease cost Cost of revenue $ 404,884 Operating lease cost Selling, general and administrative expenses 677,862 Operating lease cost Research and development expenses 260,621 Finance lease cost Depreciation and amortization and Interest expense 656,981 Total lease costs $ 2,000,348 |
Summary of Maturities of Lease Liabilities | Maturities of lease liabilities as of June 30, 2021 are as follows: Operating Leases Finance Leases 2022 $ 1,387,530 $ 975,090 2023 1,057,064 841,807 2024 964,599 269,876 2025 626,158 38,105 2026 547,674 7,960 After 2026 339,240 $ — Total lease payments 4,922,265 2,132,838 Less: Interest $ (419,161 ) $ (114,716 ) Present value of lease liabilities $ 4,503,104 $ 2,018,122 |
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 June 30, 2021: Operating lease remaining lease term 4.6 years Operating lease discount rate 4.21 % Finance lease remaining lease term 2.34 years Finance lease discount rate 5.17 % Cash paid for operating leases $ 1,023,841 Cash paid for finance leases $ 1,403,749 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Revenues [Abstract] | |
Schedule of disaggregation of revenues | The following table disaggregates the Company's revenue by type of contract: Years Ended June 30, 2021 2020 Pioneer product sales $ 14,198,857 $ 19,681,450 Other product sales 67,234,359 57,896,346 Services 2,615,820 2,004,402 $ 84,049,036 $ 79,582,198 |
Business Combinations (Tables)
Business Combinations (Tables) - Pasture Genetics | 12 Months Ended |
Jun. 30, 2021 | |
Business Acquisition [Line Items] | |
Schedule of Purchase Price Allocation | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date of February 24, 2020: February 24, 2020 (as reported) Measurement Period Adjustments February 24, 2020 (as adjusted) Cash and cash equivalents $ 25,027 $ — $ 25,027 Accounts receivable 3,406,169 94,749 3,500,918 Inventories 6,145,876 (74,473 ) 6,071,403 Prepaid expenses and other current assets 191,536 13,625 205,161 Property, plant and equipment 993,525 — 993,525 Right of use assets — 365,033 365,033 Trade names 428,590 (26,375 ) 402,215 Customer relationships 4,351,840 791,244 5,143,084 Goodwill 2,555,175 (1,102,739 ) 1,452,436 Accounts payable (4,254,043 ) 219,932 (4,034,111 ) Current liabilities (1,452,984 ) 159,865 (1,293,119 ) Vehicle loans (544,608 ) - (544,608 ) Finance leases assumed - (365,033 ) (365,033 ) Other noncurrent liabilities (16,399 ) - (16,399 ) Total acquisition cost allocated $ 11,829,704 $ 75,828 $ 11,905,532 |
Fair Value of Consideration Transferred | The acquisition-date fair value of the consideration transferred consisted of the following: February 24, 2020 (as reported) Measurement Period Adjustments February 24, 2020 (as adjusted) Cash paid at closing $ 7,497,645 $ - $ 7,497,645 Contingent earn-out 4,332,059 75,828 4,407,887 Total purchase price $ 11,829,704 $ 75,828 $ 11,905,532 |
Useful Lives of Acquired Intangibles in business Combination | The values and useful lives of the acquired intangibles are as follows: Estimated Useful Life (Years) Estimated Fair Value Trade names 5 $ 402,215 Customer Relationships 20 5,143,084 Total identifiable intangible assets $ 5,545,299 |
Business Acquisition, Pro Forma Information | The following unaudited pro forma financial information presents results as if the Acquisition occurred on July 1, 2019. Year Ended June 30, 2020 Revenue $ 88,664,131 Net loss $ (20,299,845 ) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Activity of Goodwill | The following table summarizes the activity of goodwill for the years ended June 30, 2021 and 2020, respectively. Balance at July 1, 2020 Additions Impairment Currency Translation Adjustment Balance at June 30, 2021 Goodwill $ 1,508,675 $ — $ — $ 142,959 $ 1,651,634 Balance at July 1, 2019 Additions Impairment Currency Translation Adjustment Balance at June 30, 2020 Goodwill $ — $ 1,452,436 $ — $ 56,239 $ 1,508,675 |
Schedule of Intangible Assets | Intangible assets consist of the following: Balance at July 1, 2020 Additions Amortization Currency Translation Adjustment Balance at June 30, 2021 Trade name $ 1,479,278 $ — $ (206,311 ) $ 37,522 $ 1,310,489 Customer relationships 6,187,086 — (376,431 ) 491,936 6,302,591 Non-compete 21,312 — (16,254 ) — 5,058 GI customer list 57,310 — (7,164 ) — 50,146 Supply agreement 926,507 — (75,633 ) — 850,874 Grower relationships 1,542,393 — (105,405 ) — 1,436,988 Intellectual property 25,415,665 388,499 (1,376,307 ) — 24,427,857 In process research and development 380,000 (380,000 ) — — — License agreement 2,300,059 — (176,646 ) 216,856 2,340,269 Internal use software 474,448 — (67,778 ) — 406,670 $ 38,784,058 $ 8,499 $ (2,407,929 ) $ 746,314 $ 37,130,942 Balance at July 1, 2019 Additions Amortization Currency Translation Adjustment Balance at June 30, 2020 Trade name $ 1,205,346 $ 402,215 $ (139,999 ) $ 11,716 $ 1,479,278 Customer relationships 1,055,747 5,143,084 (202,197 ) 190,452 6,187,086 Non-compete 30,267 — (8,955 ) — 21,312 GI customer list 64,475 — (7,165 ) — 57,310 Supply agreement 1,002,154 — (75,647 ) — 926,507 Grower relationships 1,647,800 — (105,407 ) — 1,542,393 Intellectual property 26,786,468 — (1,370,803 ) — 25,415,665 In process research and development 380,000 — — — 380,000 License agreement — 2,400,863 (135,295 ) 34,491 2,300,059 Internal use software 542,227 — (67,779 ) — 474,448 $ 32,714,484 $ 7,946,162 $ (2,113,247 ) $ 236,659 $ 38,784,058 |
Intangible Assets (Future Amortization) | Estimated aggregate remaining amortization is as follows: 2022 2023 2024 2025 2026 Thereafter Amortization expense $ 2,474,218 $ 2,396,478 $ 2,373,943 $ 2,362,393 $ 2,275,976 $ 25,247,934 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Components of Property, Plant and Equipment | Components of property, plant and equipment were as follows: June 30, 2021 June 30, 2020 Land and improvements $ 2,297,529 $ 2,157,663 Buildings and improvements 8,196,593 10,014,879 Machinery and equipment 13,935,053 13,550,413 Vehicles 1,046,937 2,087,634 Leasehold Improvements 552,810 552,810 Construction in progress 48,480 71,316 Total property, plant and equipment 26,077,402 28,434,715 Less: accumulated depreciation (8,336,428 ) (7,940,403 ) Property, plant and equipment, net $ 17,740,974 $ 20,494,312 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Total Debt Outstanding | Total debt outstanding is presented on the consolidated balance sheet as follows: June 30, 2021 June 30, 2020 Working capital lines of credit CIBC 14,500,000 11,205,664 National Australia Bank Limited 19,494,800 16,437,600 National Australia Bank Limited Overdraft Facility 617,471 — Debt issuance costs (665,706 ) (660,000 ) Total working capital lines of credit, net $ 33,946,565 $ 26,983,264 Current portion of long-term debt Finance leases $ 909,413 $ 809,632 Debt issuance costs (5,077 ) $ (8,154 ) Term Loan - National Australia Bank Limited 374,900 342,450 Machinery & equipment loans - National Australia Bank Limited 165,802 272,997 Vehicle loans - Toyota Finance — 200,779 Secured real estate note - Conterra 275,684 202,374 Debt issuance costs (39,556 ) (39,556 ) Total current portion, net 1,681,166 1,780,522 Long-term debt, less current portion Finance leases 1,108,709 1,642,975 Debt issuance costs (1,847 ) (6,923 ) Term loan - National Australia Bank Limited 2,999,200 3,082,050 Machinery & equipment loans - National Australia Bank Limited 526,564 396,404 Vehicle loans - Toyota Finance — 313,470 Secured real estate note - Conterra 6,974,356 8,956,885 Debt issuance costs (16,482 ) (56,038 ) Total long-term portion, net 11,590,500 14,328,823 Total debt, net $ 13,271,666 $ 16,109,345 |
Schedule of Annual Maturities of Short-Term and Long-Term Debt | The annual maturities of short-term and long-term debt are as follows: Fiscal Year Amount 2022 $ 1,709,832 2023 8,310,934 2024 785,979 2025 2,367,693 2026 160,190 Thereafter — Total $ 13,334,628 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Income Taxes | Loss before income taxes consists of the following: Years Ended June 30, 2021 2020 United States $ (22,519,842 ) $ (18,778,030 ) Foreign 3,388,970 (583,100 ) Loss before income taxes $ (19,130,872 ) $ (19,361,130 ) |
Components of Provision for Income Taxes | Significant components of the provision for income taxes from continuing operations are as follows: Years Ended June 30, 2021 2020 Current: Federal $ — $ — State (5,385 ) 15,972 Foreign (197,163 ) 369,996 Total current provision (202,548 ) 385,968 Deferred: Federal — — State — — Foreign 178,190 — Total deferred provision (benefit) 178,190 — Provision (Benefit) for income taxes $ (24,358 ) $ 385,968 |
Reconciliation of Income Tax Provision and Expected Income Tax Computed Using U.S. Federal Income Tax Rate | The differences between the total calculated income tax provision and the expected income tax computed using the U.S. federal income tax rate are as follows: Years Ended June 30, 2021 2020 Tax benefit at statutory tax rate $ (4,018,362 ) $ (4,065,839 ) State benefit, net of federal benefit (417,868 ) (387,398 ) Estimated GILTIO Inclusion 5,428 — Other permanent differences (86,691 ) 134,141 Federal and state research credits - current year (675,527 ) (239,373 ) Foreign rate differential 431,265 170,693 Shortfall on restricted stock vest (29,156 ) 10,526 Change in unrecognized tax benefit — 11,778 Valuation allowance 5,178,300 4,540,563 Tax law changes (411,306 ) Other (441 ) 210,877 $ (24,358 ) $ 385,968 |
Schedule of Deferred Tax Assets | Significant components of the Company's deferred tax assets are shown below. June 30, 2021 2020 Deferred tax assets: Net operating loss carry forwards $ 15,623,619 $ 10,681,884 Compensation accruals 312,496 478,696 Allowance for bad debts 1,378,422 1,338,083 Stock compensation 550,471 444,725 Tax credit carry forwards 1,169,978 901,656 Intangible assets 660,103 1,628,858 Lease liability 1,209,560 1,126,905 163(j) limitation interest 723,740 349,003 Other, net 968,138 693,637 Total deferred tax assets 22,596,527 17,643,447 Valuation allowance for deferred tax assets (19,892,644 ) (14,656,843 ) Deferred tax assets, net of valuation allowance 2,703,883 2,986,604 Deferred tax liabilities ROU lease asset (1,293,365 ) (1,253,577 ) Fixed assets (1,588,708 ) (1,733,027 ) Total deferred tax liabilities (2,882,073 ) (2,986,604 ) Net deferred tax asset / (liability) $ (178,190 ) $ — |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Summary of Activity Related to Non-Vested Restricted Stock Units | A summary of activity related to non-vested restricted stock units is presented below: Number of Nonvested Restricted Stock Units Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Life (Years) Nonvested restricted units outstanding at June 30, 2019 157,204 $ 2.69 1.4 Granted 417,933 2.25 2.8 Vested (177,010 ) 2.45 — Forfeited (1,324 ) 2.83 — Nonvested restricted units outstanding at June 30, 2020 396,803 2.33 1.6 Granted 291,206 2.59 1.9 Vested (326,439 ) 2.36 — Forfeited — — — Nonvested restricted units outstanding at June 30, 2021 361,570 $ 2.51 1.3 |
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: June 30, 2021 2020 Risk free rate 0.24%-0.33% 0.3%-1.66% Dividend yield 0 % 0 % Volatility 52.1%-53.0% 39.4%-48.9% Average forfeiture assumptions 2.3 % 1.1 % |
Summary of Stock Option Activity | A summary of stock option activity for the years ended June 30, 2021 and 2020 is presented below: Number Outstanding Weighted - Average Exercise Price Per Share Weighted- Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at June 30, 2019 1,122,752 $ 3.55 8.0 $ 34,135 Granted 1,899,934 2.36 — — Exercised — — — — Canceled/forfeited/expired (146,792 ) 4.12 — — Outstanding at June 30, 2020 2,875,894 2.74 8.6 22,409 Granted 976,924 2.41 — — Exercised (65,990 ) 2.48 — — Canceled/forfeited/expired (10,260 ) 2.94 — — Outstanding at June 30, 2021 3,776,568 2.65 8.0 3,962,766 Options vested and exercisable at June 30, 2021 1,965,712 2.87 7.4 1,728,490 Options vested and expected to vest as of June 30, 2021 3,770,648 $ 2.65 8.0 $ 3,955,427 |
Non-Cash Activities for State_2
Non-Cash Activities for Statements of Cash Flows (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Consolidated Statements of Cash Flows for Non-Cash Activities | Years Ended June 30, 2021 2020 Purchases of equipment classified as finance lease (696,303 ) (468,390 ) Contingent consideration issued — (4,407,887 ) |
Background and Organization - A
Background and Organization - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended |
Aug. 30, 2019 | Jun. 30, 2021 | |
S&W Australia | ||
Background And Organizations [Line Items] | ||
One time license fee | $ 2.3 | |
Purchase price of equipment | $ 0.3 | |
License initial term | 15 years | |
Sorghum Solutions | Variable Interest Entity | ||
Background And Organizations [Line Items] | ||
Ownership percentage in variable interest entity | 51.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |
Feb. 29, 2020USD ($) | Jun. 30, 2021USD ($)CustomerReporting | Jun. 30, 2020USD ($)CustomerReporting | |
Summary Of Significant Accounting Policies [Line Items] | |||
Current assets (restricted) | $ 600,000 | $ 1,300,000 | |
Current liabilities (nonrecourse) | $ 100,000 | $ 200,000 | |
Net book value of fixed assets located outside the United States, percent of total | 19.00% | 17.00% | |
Cash balances located outside of the United States | $ 204,813 | $ 1,690,748 | |
Disclosure on Geographic Areas, Fixed Assets | The net book value of fixed assets located outside the United States was 19% and 17% of total fixed assets at June 30, 2021 and June 30, 2020, respectively. Cash balances located outside of the United States may not be insured and totaled $204,813 and $1,690,748 at June 30, 2021 and June 30, 2020, respectively. | ||
Allowance for doubtful trade receivables | $ 57,582 | 1,366,220 | |
Goodwill acquire transaction | $ 1,452,436 | $ 0 | $ 1,452,436 |
Number of reporting units | Reporting | 1 | 1 | |
Adjustments for impairment or observable transactions | $ 0 | $ 0 | |
ASU 2018-15 | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | ||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jul. 1, 2020 | ||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | ||
Other Assets | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Carrying value of investment | $ 1,300,000 | $ 1,300,000 | |
Pasture Genetics | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Goodwill acquire transaction | $ 1,452,436 | ||
Minimum | Technology/IP | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Useful life | 3 years | ||
Minimum | Customer Relationships | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Useful life | 5 years | ||
Minimum | Trade Name | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Useful life | 5 years | ||
Minimum | Other Intangibles | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Useful life | 3 years | ||
Maximum | Technology/IP | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Useful life | 30 years | ||
Maximum | Customer Relationships | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Useful life | 20 years | ||
Maximum | Trade Name | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Useful life | 20 years | ||
Maximum | Other Intangibles | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Useful life | 20 years | ||
Weighted Average | Technology/IP | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Useful life | 26 years | ||
Weighted Average | Customer Relationships | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Useful life | 20 years | ||
Weighted Average | Trade Name | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Useful life | 15 years | ||
Weighted Average | Other Intangibles | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Useful life | 18 years | ||
Building | Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives | 5 years | ||
Building | Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives | 35 years | ||
Machinery and Equipment | Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives | 2 years | ||
Machinery and Equipment | Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives | 20 years | ||
Vehicles | Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives | 2 years | ||
Vehicles | Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives | 5 years | ||
CIBC | Line of Credit | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Minimum potential liquidity raised to meet covenant compliance | $ 3,000,000 | ||
Argentina | Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Ownership percentage in Bioceres, S.A. | 1.00% | ||
Customer Concentration Risk | Revenue | Significant Customer | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Number of customers | Customer | 1 | 1 | |
Concentration risk, percentage | 19.00% | 26.00% | |
Credit Concentration Risk | Accounts Receivable | Significant Customer | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Number of customers | Customer | 1 | 1 | |
Concentration risk, percentage | 11.00% | 21.00% | |
Geographic Concentration Risk | Revenue | Non-US | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk, percentage | 56.00% | 54.00% | |
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 ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation Of Revenue [Line Items] | ||
Revenues from external customers | $ 84,049,036 | $ 79,582,198 |
Revenue from external customers by country, percentage | 100.00% | 100.00% |
United States | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues from external customers | $ 37,124,047 | $ 36,724,591 |
Revenue from external customers by country, percentage | 44.00% | 46.00% |
Australia | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues from external customers | $ 21,470,810 | $ 15,079,996 |
Revenue from external customers by country, percentage | 26.00% | 19.00% |
Saudi Arabia | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues from external customers | $ 5,911,498 | $ 9,189,291 |
Revenue from external customers by country, percentage | 7.00% | 12.00% |
South Africa | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues from external customers | $ 2,456,216 | $ 2,182,553 |
Revenue from external customers by country, percentage | 3.00% | 3.00% |
China | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues from external customers | $ 2,042,585 | $ 817,867 |
Revenue from external customers by country, percentage | 2.00% | 1.00% |
Pakistan | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues from external customers | $ 2,041,548 | $ 2,124,038 |
Revenue from external customers by country, percentage | 2.00% | 3.00% |
Mexico | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues from external customers | $ 1,928,856 | $ 2,454,504 |
Revenue from external customers by country, percentage | 2.00% | 3.00% |
Argentina | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues from external customers | $ 1,838,648 | $ 681,183 |
Revenue from external customers by country, percentage | 2.00% | 1.00% |
Libya | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues from external customers | $ 1,249,554 | $ 1,142,920 |
Revenue from external customers by country, percentage | 1.00% | 1.00% |
Sudan | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues from external customers | $ 1,218,168 | $ 1,308,874 |
Revenue from external customers by country, percentage | 1.00% | 1.00% |
Other | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues from external customers | $ 6,767,106 | $ 7,876,381 |
Revenue from external customers by country, percentage | 8.00% | 10.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Components of Inventory (Details) - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 2,722,832 | $ 1,227,185 |
Work in progress | 6,662,006 | 4,395,503 |
Finished goods | 54,010,418 | 58,260,250 |
Inventories | $ 63,395,256 | $ 63,882,938 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Calculation of Basic and Diluted EPS (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator: | ||
Net loss attributable to S&W Seed Company | $ (19,170,967) | $ (19,674,324) |
Numerator for basis EPS | (19,170,967) | (19,674,324) |
Effect of dilutive securities: | ||
Warrants | 0 | 0 |
Total effect of dilutive securities: | 0 | 0 |
Numerator for diluted EPS | $ (19,170,967) | $ (19,674,324) |
Denominator: | ||
Denominator for basic EPS-weighted- average shares | 34,590,883 | 33,348,263 |
Effect of dilutive securities: | ||
Employee stock options | 0 | 0 |
Employee restricted stock units | 0 | 0 |
Warrants | 0 | 0 |
Dilutive potential common shares | 0 | 0 |
Denominator for diluted EPS - adjusted weighted average shares and assumed conversions | 34,590,883 | 33,348,263 |
Basic EPS | $ (0.55) | $ (0.59) |
Diluted EPS | $ (0.55) | $ (0.59) |
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 ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Level 1 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Foreign exchange contract liability | $ 0 | $ 0 |
Contingent consideration obligations | 0 | 0 |
Total | 0 | 0 |
Level 2 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Foreign exchange contract liability | 96,466 | 35,218 |
Contingent consideration obligations | 0 | 0 |
Total | 96,466 | 35,218 |
Level 3 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Foreign exchange contract liability | 0 | 0 |
Contingent consideration obligations | 741,552 | 4,263,503 |
Total | $ 741,552 | $ 4,263,503 |
Leases - Additional Information
Leases - Additional Information (Details) | 12 Months Ended |
Jun. 30, 2021 | |
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 ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Lessee Disclosure [Abstract] | ||
Right of use assets - operating leases | $ 4,314,802 | |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssets | |
Right of use assets - finance leases | $ 2,241,739 | |
Accumulated amortization - finance leases | (894,200) | |
Right of use assets - finance leases, net | $ 1,347,539 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssets | |
Total lease assets | $ 5,662,341 | |
Current portion of long-term debt, net | $ 909,413 | $ 809,632 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:DebtCurrent | |
Current lease liabilities | $ 1,204,944 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:AccountsPayableAndAccruedLiabilitiesCurrent | |
Long-term debt, net | $ 1,108,709 | $ 1,642,975 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Long-term debt, net, less current portion | |
Long-term lease liabilities | $ 3,298,160 | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other non-current liabilities | |
Total lease liabilities | $ 6,521,226 |
Leases - Summary of Component_2
Leases - Summary of Components of Lease Cost (Details) | 12 Months Ended |
Jun. 30, 2021USD ($) | |
Lessee Lease Description [Line Items] | |
Total lease costs | $ 2,000,348 |
Cost of Revenue | |
Lessee Lease Description [Line Items] | |
Operating lease cost | 404,884 |
Selling, General and Administrative Expenses | |
Lessee Lease Description [Line Items] | |
Operating lease cost | 677,862 |
Research and Development Expenses | |
Lessee Lease Description [Line Items] | |
Operating lease cost | 260,621 |
Depreciation and Amortization and Interest Expense | |
Lessee Lease Description [Line Items] | |
Finance lease cost | $ 656,981 |
Leases - Summary of Maturities
Leases - Summary of Maturities of Lease Liabilities (Details) | Jun. 30, 2021USD ($) |
Operating Leases | |
2022 | $ 1,387,530 |
2023 | 1,057,064 |
2024 | 964,599 |
2025 | 626,158 |
2026 | 547,674 |
After 2026 | 339,240 |
Total lease payments | 4,922,265 |
Less: Interest | (419,161) |
Present value of lease liabilities | 4,503,104 |
Finance Leases | |
2022 | 975,090 |
2023 | 841,807 |
2024 | 269,876 |
2025 | 38,105 |
2026 | 7,960 |
Total lease payments | 2,132,838 |
Less: Interest | (114,716) |
Present value of lease liabilities | $ 2,018,122 |
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) | 12 Months Ended |
Jun. 30, 2021USD ($) | |
Lessee Disclosure [Abstract] | |
Operating lease remaining lease term | 4 years 7 months 6 days |
Operating lease discount rate | 4.21% |
Finance lease remaining lease term | 2 years 4 months 2 days |
Finance lease discount rate | 5.17% |
Cash paid for operating leases | $ 1,023,841 |
Cash paid for finance leases | $ 1,403,749 |
Pioneer Relationship - Addition
Pioneer Relationship - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Related Party Transaction [Line Items] | |||
Payments received from related parties | $ 70,000,000 | ||
Revenue | 84,049,036 | $ 79,582,198 | |
Unbilled receivable at contract termination | $ 0 | ||
Pioneer | Alfalfa Seeds | |||
Related Party Transaction [Line Items] | |||
Termination date | May 22, 2019 | ||
Corteva and Pioneer | |||
Related Party Transaction [Line Items] | |||
Payments received from related parties | $ 8,300,000 | $ 16,700,000 | $ 45,000,000 |
Unbilled receivable at contract termination | $ 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 ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 84,049,036 | $ 79,582,198 |
Pioneer product sales | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 14,198,857 | 19,681,450 |
Other product sales | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 67,234,359 | 57,896,346 |
Services | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 2,615,820 | $ 2,004,402 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue Recognition [Line Items] | ||
Maximum term of payments for transfer goods and services | 1 year | |
Unbilled receivables billing term | 3 months | |
Bad debt expense | $ (235,201) | $ (255,000) |
Revenue recognized | $ 6,200,000 | $ 9,100,000 |
Minimum | ||
Revenue Recognition [Line Items] | ||
Term of customer invoice payment | 30 days | |
Maximum | ||
Revenue Recognition [Line Items] | ||
Term of customer invoice payment | 120 days |
Business Combinations - Additio
Business Combinations - Additional Information (Details) $ in Millions | Feb. 24, 2020USD ($) | Feb. 24, 2020AUD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Feb. 24, 2020AUD ($) | Jun. 30, 2019USD ($) |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 1,651,634 | $ 1,508,675 | $ 0 | |||
Fair value of contingent consideration | $ 741,552 | 4,263,503 | ||||
Pasture Genetics | ||||||
Business Acquisition [Line Items] | ||||||
Date of acquisition | Feb. 24, 2020 | Feb. 24, 2020 | ||||
Upfront cash payment | $ 7,500,000 | $ 11.4 | ||||
Potential earn-out payment date | Sep. 30, 2022 | Sep. 30, 2022 | ||||
Earn-out payment earnings multiplier | 7.5 | 7.5 | ||||
Earn-out payment base limit | $ 7,500,000 | $ 11.4 | ||||
Estimated fair value of accounts receivable acquired | 3,500,918 | |||||
Business Combination, Acquired Receivables, Gross Contractual Amount | 3,610,566 | |||||
Business Combination, Acquired Receivables, Estimated Uncollectible | 109,648 | |||||
Goodwill | 1,452,436 | |||||
Business Combination, Goodwill Recognized, Description | The estimated fair value of accounts receivable acquired was $3,500,918, with the gross contractual amount totaling $3,610,566, less $109,648 expected to be uncollectible. The current liabilities assumed primarily relate to grower payables as well as employee-related obligations. The excess of the purchase price over the fair value of the net assets acquired, amounting to $1,452,436, was recorded as goodwill on the consolidated balance sheet. The primary item that generated goodwill was the premium paid by the Company for the ability to manage the acquired business, the trained workforce and access to new the distribution channels. Goodwill is not amortized for financial reporting purposes but is amortized for tax purposes. | |||||
Business combination contingent consideration additional amount | 5,300,000 | 8 | ||||
Fair value of contingent consideration | $ 4,407,887 | 4,095,702 | ||||
Present value discount factor | 8.00% | 8.00% | ||||
Net income volatility | 35.00% | 35.00% | ||||
Elimination of acquisition charges | 476,454 | |||||
Amortization of acquired intangibles | 327,707 | |||||
Pasture Genetics | Selling, General and Administrative Expenses | ||||||
Business Acquisition [Line Items] | ||||||
Acquisitions costs | $ 476,454 | |||||
Pasture Genetics | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Potential earn-out payable | $ 5,300,000 | $ 8 | ||||
Percentage of earn-out to be paid in common stock | 50.00% | 50.00% |
Business Combinations (Purchase
Business Combinations (Purchase Price Allocation) (Details) - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 | Feb. 24, 2020 | Jun. 30, 2019 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 1,651,634 | $ 1,508,675 | $ 0 | |
Pasture Genetics | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 25,027 | |||
Accounts receivable | 3,500,918 | |||
Inventories | 6,071,403 | |||
Prepaid expenses and other current assets | 205,161 | |||
Property, plant and equipment | 993,525 | |||
Right of use assets | 365,033 | |||
Trade names | 402,215 | |||
Customer relationships | 5,143,084 | |||
Goodwill | 1,452,436 | |||
Accounts payable | (4,034,111) | |||
Current liabilities | (1,293,119) | |||
Vehicle loans | (544,608) | |||
Finance leases assumed | (365,033) | |||
Other noncurrent liabilities | (16,399) | |||
Total acquisition cost allocated | 11,905,532 | |||
Pasture Genetics | As Reported | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | 25,027 | |||
Accounts receivable | 3,406,169 | |||
Inventories | 6,145,876 | |||
Prepaid expenses and other current assets | 191,536 | |||
Property, plant and equipment | 993,525 | |||
Trade names | 428,590 | |||
Customer relationships | 4,351,840 | |||
Goodwill | 2,555,175 | |||
Accounts payable | (4,254,043) | |||
Current liabilities | (1,452,984) | |||
Vehicle loans | (544,608) | |||
Other noncurrent liabilities | (16,399) | |||
Total acquisition cost allocated | 11,829,704 | |||
Pasture Genetics | Measurement Period Adjustments | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable | 94,749 | |||
Inventories | (74,473) | |||
Prepaid expenses and other current assets | 13,625 | |||
Right of use assets | 365,033 | |||
Trade names | (26,375) | |||
Customer relationships | 791,244 | |||
Goodwill | (1,102,739) | |||
Accounts payable | 219,932 | |||
Current liabilities | 159,865 | |||
Finance leases assumed | (365,033) | |||
Total acquisition cost allocated | $ 75,828 |
Business Combinations (Fair Val
Business Combinations (Fair Value of Consideration Transferred) (Details) - Pasture Genetics | Feb. 24, 2020USD ($) |
Business Acquisition [Line Items] | |
Cash paid at closing | $ 7,497,645 |
Contingent earn-out | 4,407,887 |
Total purchase price | 11,905,532 |
As Reported | |
Business Acquisition [Line Items] | |
Cash paid at closing | 7,497,645 |
Contingent earn-out | 4,332,059 |
Total purchase price | 11,829,704 |
Measurement Period Adjustments | |
Business Acquisition [Line Items] | |
Contingent earn-out | 75,828 |
Total purchase price | $ 75,828 |
Business Combinations (Acquired
Business Combinations (Acquired Intangibles (Value and Useful Lives) (Details) - Pasture Genetics | Feb. 24, 2020USD ($) |
Trade names | |
Finite Lived Intangible Assets [Line Items] | |
Fair value of asset | $ 402,215 |
Estimated Useful Life (years) | 5 years |
Customer Relationships | |
Finite Lived Intangible Assets [Line Items] | |
Fair value of asset | $ 5,143,084 |
Estimated Useful Life (years) | 20 years |
Total identifiable intangible assets | |
Finite Lived Intangible Assets [Line Items] | |
Fair value of asset | $ 5,545,299 |
Business Combinations (Pro Form
Business Combinations (Pro Forma Financial Information) (Details) - Pasture Genetics | 12 Months Ended |
Jun. 30, 2020USD ($) | |
Business Acquisition [Line Items] | |
Revenue | $ 88,664,131 |
Net loss | $ (20,299,845) |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) | Aug. 15, 2019USD ($) | Feb. 29, 2020USD ($) | Jun. 30, 2021USD ($)Reporting | Jun. 30, 2020USD ($)Reporting |
Goodwill And Intangible Assets [Line Items] | ||||
Goodwill acquire transaction | $ 1,452,436 | $ 0 | $ 1,452,436 | |
Number of reporting units | Reporting | 1 | 1 | ||
Impairment charge on intangible assets | $ 0 | $ 0 | ||
Amortization expense | 2,407,929 | 2,113,247 | ||
Purchase price allocated to license | 8,499 | 7,946,162 | ||
License agreement | ||||
Goodwill And Intangible Assets [Line Items] | ||||
Amortization expense | 176,646 | 135,295 | ||
Purchase price allocated to license | $ 0 | $ 2,400,863 | ||
Wheat Assets Acquisition Program | Dow AgroScience | ||||
Goodwill And Intangible Assets [Line Items] | ||||
Effective date of wheat assets purchase agreement | Aug. 15, 2019 | |||
Prepaid license agreement term | 15 years | |||
License agreement renewal option | 5 years | |||
Purchase price, paid in cash | $ 2,600,000 | |||
Amortization of license agreement | 15 years | |||
Purchase price allocated to fixed assets | $ 200,000 | |||
Wheat Assets Acquisition Program | Dow AgroScience | 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 | |||
Wheat Assets Acquisition Program | Dow AgroScience | License agreement | ||||
Goodwill And Intangible Assets [Line Items] | ||||
Purchase price allocated to license | $ 2,400,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Activity of Goodwill (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Feb. 29, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Goodwill, Beginning Balance | $ 1,508,675 | $ 0 | |
Goodwill additions | $ 1,452,436 | 0 | 1,452,436 |
Goodwill Impairment | 0 | 0 | |
Goodwill currency translation adjustment | 142,959 | 56,239 | |
Goodwill, Ending Balance | $ 1,651,634 | $ 1,508,675 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||
Intangible asset | $ 38,784,058 | $ 32,714,484 |
Intangible addition | 8,499 | 7,946,162 |
Intangible amortization expense | (2,407,929) | (2,113,247) |
Intangible currency translation adjustment | 746,314 | 236,659 |
Intangible asset | 37,130,942 | 38,784,058 |
Trade Name | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible asset | 1,479,278 | 1,205,346 |
Intangible addition | 0 | 402,215 |
Intangible amortization expense | (206,311) | (139,999) |
Intangible currency translation adjustment | 37,522 | 11,716 |
Intangible asset | 1,310,489 | 1,479,278 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible asset | 6,187,086 | 1,055,747 |
Intangible addition | 0 | 5,143,084 |
Intangible amortization expense | (376,431) | (202,197) |
Intangible currency translation adjustment | 491,936 | 190,452 |
Intangible asset | 6,302,591 | 6,187,086 |
Non-compete | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible asset | 21,312 | 30,267 |
Intangible addition | 0 | 0 |
Intangible amortization expense | (16,254) | (8,955) |
Intangible currency translation adjustment | 0 | 0 |
Intangible asset | 5,058 | 21,312 |
GI Customer list | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible asset | 57,310 | 64,475 |
Intangible addition | 0 | 0 |
Intangible amortization expense | (7,164) | (7,165) |
Intangible currency translation adjustment | 0 | 0 |
Intangible asset | 50,146 | 57,310 |
Supply Agreement | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible asset | 926,507 | 1,002,154 |
Intangible addition | 0 | 0 |
Intangible amortization expense | (75,633) | (75,647) |
Intangible currency translation adjustment | 0 | 0 |
Intangible asset | 850,874 | 926,507 |
Grower Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible asset | 1,542,393 | 1,647,800 |
Intangible addition | 0 | 0 |
Intangible amortization expense | (105,405) | (105,407) |
Intangible currency translation adjustment | 0 | 0 |
Intangible asset | 1,436,988 | 1,542,393 |
Intellectual Property | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible asset | 25,415,665 | 26,786,468 |
Intangible addition | 388,499 | 0 |
Intangible amortization expense | (1,376,307) | (1,370,803) |
Intangible currency translation adjustment | 0 | 0 |
Intangible asset | 24,427,857 | 25,415,665 |
In process research and development | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible asset | 380,000 | 380,000 |
Intangible addition | (380,000) | 0 |
Intangible amortization expense | 0 | 0 |
Intangible currency translation adjustment | 0 | 0 |
Intangible asset | 0 | 380,000 |
License agreement | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible asset | 2,300,059 | 0 |
Intangible addition | 0 | 2,400,863 |
Intangible amortization expense | (176,646) | (135,295) |
Intangible currency translation adjustment | 216,856 | 34,491 |
Intangible asset | 2,340,269 | 2,300,059 |
Internal use software | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible asset | 474,448 | 542,227 |
Intangible addition | 0 | 0 |
Intangible amortization expense | (67,778) | (67,779) |
Intangible currency translation adjustment | 0 | 0 |
Intangible asset | $ 406,670 | $ 474,448 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Intangible Assets (Future Amortization) (Details) | Jun. 30, 2021USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2022 | $ 2,474,218 |
2023 | 2,396,478 |
2024 | 2,373,943 |
2025 | 2,362,393 |
2026 | 2,275,976 |
Thereafter | $ 25,247,934 |
Property, Plant and Equipment -
Property, Plant and Equipment - Components of Property, Plant and Equipment (Details) - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 26,077,402 | $ 28,434,715 |
Less: accumulated depreciation | (8,336,428) | (7,940,403) |
Property, plant and equipment, net | 17,740,974 | 20,494,312 |
Land and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 2,297,529 | 2,157,663 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 8,196,593 | 10,014,879 |
Machinery and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 13,935,053 | 13,550,413 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 1,046,937 | 2,087,634 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 552,810 | 552,810 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 48,480 | $ 71,316 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Property Plant And Equipment [Abstract] | ||
Depreciation expense | $ 2,518,356 | $ 2,580,234 |
Debt - Schedule of Total Debt O
Debt - Schedule of Total Debt Outstanding (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Working capital lines of credit | ||
Total working capital lines of credit, net | $ 33,946,565 | $ 26,983,264 |
Debt issuance costs | (665,706) | (660,000) |
Current portion of long-term debt | ||
Finance leases, Current | 909,413 | 809,632 |
Debt issuance costs,Current | (5,077) | (8,154) |
Total current portion, net | 1,681,166 | 1,780,522 |
Long-term debt, less current portion | ||
Finance leases, Noncurrent | 1,108,709 | 1,642,975 |
Debt issuance costs, Noncurrent | (1,847) | (6,923) |
Total long-term portion, net | 11,590,500 | 14,328,823 |
Total debt, net | 13,271,666 | 16,109,345 |
CIBC | ||
Working capital lines of credit | ||
Total working capital lines of credit, net | 14,500,000 | 11,205,664 |
National Australia Bank | ||
Working capital lines of credit | ||
Total working capital lines of credit, net | 19,494,800 | 16,437,600 |
National Australia Bank Limited Overdraft Facility | ||
Working capital lines of credit | ||
Total working capital lines of credit, net | 617,471 | 0 |
Term Loan Long Term Current | National Australia Bank | ||
Current portion of long-term debt | ||
Secured Debt, Current | 374,900 | 342,450 |
Machinery & Equipment Loans Long Term Current | National Australia Bank | ||
Current portion of long-term debt | ||
Secured Debt, Current | 165,802 | 272,997 |
Conterra RE Short | ||
Current portion of long-term debt | ||
Debt issuance costs,Current | (39,556) | (39,556) |
Secured Debt, Current | 275,684 | 202,374 |
Vehicle Loans Long Term Current | Toyota Finance | ||
Current portion of long-term debt | ||
Secured Debt, Current | 0 | 200,779 |
Term Loan Long Term Non Current | National Australia Bank | ||
Long-term debt, less current portion | ||
Secured Long-term Debt, Noncurrent | 2,999,200 | 3,082,050 |
Conterra RE Long | ||
Long-term debt, less current portion | ||
Secured Long-term Debt, Noncurrent | 6,974,356 | 8,956,885 |
Debt issuance costs, Noncurrent | (16,482) | (56,038) |
Machinery & Equipment Loans long Term | National Australia Bank | ||
Long-term debt, less current portion | ||
Secured Long-term Debt, Noncurrent | 526,564 | 396,404 |
Vehicle Loans Long Term | Toyota Finance | ||
Long-term debt, less current portion | ||
Secured Long-term Debt, Noncurrent | $ 0 | $ 313,470 |
Debt - CIBC Credit Facility - A
Debt - CIBC Credit Facility - Additional Information (Details) - CIBC - USD ($) | Sep. 27, 2021 | Dec. 26, 2019 | Jun. 30, 2021 | May 12, 2021 | Dec. 30, 2020 | Sep. 22, 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 | $ 25,000,000 | $ 25,000,000 | $ 25,000,000 | $ 25,000,000 | |
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 | $ 6,700,000 | |||||
Line of Credit | ||||||
Line Of Credit Facility [Line Items] | ||||||
Minimum potential liquidity raised to meet covenant compliance | $ 3,000,000 | |||||
Line of Credit | Base Rate | ||||||
Line Of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 1.00% | |||||
Line of Credit | LIBOR | ||||||
Line Of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 3.00% | |||||
Line of Credit | 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 domestic 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% | |||||
Subsequent Event | ||||||
Line Of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 | |||||
Subsequent Event | Line of Credit | ||||||
Line Of Credit Facility [Line Items] | ||||||
Debt instrument covenant compliance to maintain minimum fixed charge coverage ratio until March 31, 2022 | 1.00% | |||||
Debt instrument covenant compliance to maintain minimum fixed charge coverage ratio thereafter | 1.15% | |||||
Minimum potential liquidity raised to meet covenant compliance | $ 3,000,000 | |||||
Subsequent Event | Line of Credit | Prime | ||||||
Line Of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 2.00% |
Debt - Loan Transaction - Addit
Debt - Loan Transaction - Additional Information (Details) | Dec. 24, 2019USD ($) | Jan. 31, 2021USD ($)Point | Nov. 30, 2017USD ($)PromissoryNote | Jun. 30, 2021 |
Line Of Credit Facility [Line Items] | ||||
Number of production points assets sold | Point | 5 | |||
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 extend the maturity date to November 30, 2022, and revise the amount payable under the note. | |||
Debt instrument, interest rate | 7.75% | |||
Debt instrument, prepayment term | The Company may prepay the Secured Real Estate Note, in whole or in part, at any time | |||
Number of production points assets sold | Point | 5 | |||
Pay-down Secured Real Estate Note | $ 1,706,845 | |||
Conterra | Secured Real Estate Note | Debt Instrument, Redemption, Period One | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument, combined payment | $ 515,711 | $ 388,045 | ||
Debt instrument, payment starting date | Jan. 1, 2020 | Jul. 1, 2021 | ||
Debt instrument, frequency of periodic payment of interest | three consecutive semi-annual principal and interest payments | |||
Conterra | Secured Real Estate Note | Debt Instrument, Redemption, Period Two | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument, combined payment | $ 454,185 | $ 7,184,109 | ||
Debt instrument, payment starting date | Jul. 1, 2020 | Nov. 30, 2022 | ||
Debt instrument, frequency of periodic payment of interest | five consecutive semi-annual principal and interest payments | one-time final payment | ||
Conterra | Secured Real Estate Note | Debt Instrument, Redemption, Period Three | ||||
Line Of Credit Facility [Line Items] | ||||
Debt instrument, combined payment | $ 8,957,095 | |||
Debt instrument, payment starting date | Nov. 30, 2022 | |||
Debt instrument, frequency of periodic payment of interest | one-time final payment |
Debt - Additional Information (
Debt - Additional Information (Details) | Aug. 15, 2018USD ($)Point | Jan. 31, 2021USD ($)Point |
Line Of Credit Facility [Line Items] | ||
Number of production points assets sold | Point | 5 | |
Pay-down the finance lease | $ 294,163 | |
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, 2020AUD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2021AUD ($) |
Term Loan | |||
Line Of Credit Facility [Line Items] | |||
Line of credit facility, expiration date | Mar. 31, 2025 | ||
Facility outstanding amount | $ 3,374,100 | $ 4,500,000 | |
Line of credit facility, Principal payments | $ 500,000 | ||
Line of credit facility principal payment start date | Nov. 30, 2020 | ||
Line of credit facility, floating interest rate during period | 2.60% | ||
Line of credit facility, interest rate description | Monthly interest amounts outstanding under the Term Loan will be payable in arrears at a floating rate quoted by NAB for the applicable pricing period, plus 2.6%. | ||
Master Asset Finance Facility | |||
Line Of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 1,499,600 | 2,000,000 | |
Facility outstanding amount | $ 669,273 | 892,602 | |
Debt instrument maturity year | 2026 | ||
Master Asset Finance Facility | Minimum | |||
Line Of Credit Facility [Line Items] | |||
Interest rate | 2.86% | ||
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 | $ 0 | 0 | |
National Australia Bank | |||
Line Of Credit Facility [Line Items] | |||
Debt guaranteed value | 11,247,000 | 15,000,000 | |
NAB Facility | |||
Line Of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 26,617,900 | 35,500,000 | |
Line of credit facility, expiration date | Jun. 30, 2022 | ||
Facility outstanding amount | $ 20,112,272 | 26,823,515 | |
NAB Facility | Overdraft Facility | |||
Line Of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | 2,249,400 | 3,000,000 | |
Line of credit facility, temporarily increased maximum borrowing capacity | $ 2,249,400 | $ 3,000,000 | |
Line of credit facility interest accrued | 5.47% | 5.47% | |
NAB Facility | Borrowing Base Line | |||
Line Of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 19,494,800 | $ 26,000,000 | |
Line of credit facility interest accrued | 3.50% | 3.50% |
Debt - Schedule of Annual Matur
Debt - Schedule of Annual Maturities of Short-Term and Long-Term Debt (Details) | Jun. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 1,709,832 |
2023 | 8,310,934 |
2024 | 785,979 |
2025 | 2,367,693 |
2026 | 160,190 |
Thereafter | 0 |
Total | $ 13,334,628 |
Income Taxes - Schedule of Loss
Income Taxes - Schedule of Loss Before Income Taxes (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (22,519,842) | $ (18,778,030) |
Foreign | 3,388,970 | (583,100) |
Loss before income taxes | $ (19,130,872) | $ (19,361,130) |
Income Taxes - Components of Pr
Income Taxes - Components of Provision for Income Taxes (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | (5,385) | 15,972 |
Foreign | (197,163) | 369,996 |
Total current provision | (202,548) | 385,968 |
Deferred: | ||
Federal | 0 | 0 |
State | 0 | 0 |
Foreign | 178,190 | 0 |
Total deferred provision (benefit) | 178,190 | 0 |
Provision (Benefit) for income taxes | $ (24,358) | $ 385,968 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Provision and Expected Income Tax Computed Using U.S. Federal Income Tax Rate (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||
Tax benefit at statutory tax rate | $ (4,018,362) | $ (4,065,839) |
State benefit, net of federal benefit | (417,868) | (387,398) |
Estimated GILTIO Inclusion | 5,428 | 0 |
Other permanent differences | (86,691) | 134,141 |
Federal and state research credits - current year | (675,527) | (239,373) |
Foreign rate differential | 431,265 | 170,693 |
Shortfall on restricted stock vest | (29,156) | 10,526 |
Change in unrecognized tax benefit | 0 | 11,778 |
Valuation allowance | 5,178,300 | 4,540,563 |
Tax law changes | (411,306) | 0 |
Other | (441) | 210,877 |
Provision (Benefit) for income taxes | $ (24,358) | $ 385,968 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Jun. 30, 2021 | Jun. 30, 2020 |
Deferred tax assets: | ||
Net operating loss carry forwards | $ 15,623,619 | $ 10,681,884 |
Compensation accruals | 312,496 | 478,696 |
Allowance for bad debts | 1,378,422 | 1,338,083 |
Stock compensation | 550,471 | 444,725 |
Tax credit carry forwards | 1,169,978 | 901,656 |
Intangible assets | 660,103 | 1,628,858 |
Lease liability | 1,209,560 | 1,126,905 |
163(j) limitation interest | 723,740 | 349,003 |
Other, net | 968,138 | 693,637 |
Total deferred tax assets | 22,596,527 | 17,643,447 |
Valuation allowance for deferred tax assets | (19,892,644) | (14,656,843) |
Deferred tax assets, net of valuation allowance | 2,703,883 | 2,986,604 |
Deferred tax liabilities | ||
ROU lease asset | (1,293,365) | (1,253,577) |
Fixed assets | (1,588,708) | (1,733,027) |
Total deferred tax liabilities | (2,882,073) | (2,986,604) |
Net deferred tax asset / (liability) | $ (178,190) | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Mar. 27, 2020 | |
Income Tax Disclosure [Line Items] | |||
Deferred tax assets, increase in valuation allowance | $ 5,200,000 | ||
Transactions increase in ownership, period | 3 years | ||
Interest limitation carryovers | $ 3,200,000 | ||
Undistributed earnings of foreign subsidiaries | 6,000,000 | ||
Unrecognized tax benefits | 79,341 | ||
Unrecognized tax benefits that, if recognized, would reduce annual effective tax rate | 62,679 | ||
Accrued interest and penalties associated with uncertain tax positions | 0 | $ 0 | |
Unrecognized tax benefits to change significantly | 0 | ||
Percentage of AMT credit receivables bonus on qualified improvement property under CARES act | 100.00% | ||
Federal | |||
Income Tax Disclosure [Line Items] | |||
Operating loss carryforwards | $ 66,200,000 | ||
Operating loss carryforwards, expiration dates | Jun. 30, 2030 | ||
Net operating loss carried forward indefinitely | $ 41,700,000 | ||
Research tax credit carryforwards | $ 1,115,804 | ||
Research tax credit carryforwards, expiration dates | Jun. 30, 2031 | ||
Foreign tax credit carryforwards | $ 157,859 | ||
Foreign tax credit carryforwards, expiration dates | Jun. 30, 2023 | ||
State | |||
Income Tax Disclosure [Line Items] | |||
Operating loss carryforwards | $ 23,500,000 | ||
Operating loss carryforwards, expiration dates | Jun. 30, 2030 | ||
Research tax credit carryforwards | $ 25,089 | ||
Australian | |||
Income Tax Disclosure [Line Items] | |||
Operating loss carryforwards | $ 0 | ||
Minimum | |||
Income Tax Disclosure [Line Items] | |||
Percentage of transactions increase in ownership of certain stockholders | 50.00% |
Equity - Additional Information
Equity - Additional Information (Details) - USD ($) $ in Millions | Sep. 23, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 01, 2020 | Jun. 30, 2020 |
Class Of Stock [Line Items] | |||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | |||
ATM Agreement | B. Riley Securities, Inc | |||||
Class Of Stock [Line Items] | |||||
Maximum aggregate offering price of common stock by agent | $ 14 | ||||
Percentage of commission on gross proceeds from sale of common stock through agent | 3.50% | ||||
Gross proceeds from sale of common stock | $ 10.9 | ||||
Number of common stock shares issued during the period | 3,008,015 | ||||
Value of remaining common stock available to issue under agreement | $ 3.1 | ||||
Common stock, shares authorized | 75,000,000 | 50,000,000 |
Foreign Currency Contracts - Ad
Foreign Currency Contracts - Additional Information (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Foreign Currency Contracts [Line Items] | ||
Foreign exchange contract liability | $ 96,466 | $ 35,218 |
Gain(loss) on foreign exchange contracts | 94,214 | (98,620) |
Foreign Currency Forward Contracts | ||
Foreign Currency Contracts [Line Items] | ||
Foreign currency forward contracts, notional value | 9,114,857 | |
Gain(loss) on foreign exchange contracts | $ (79,403) | $ 7,615 |
Minimum | ||
Foreign Currency Contracts [Line Items] | ||
Foreign currency maturity term | 2021-07 | |
Maximum | ||
Foreign Currency Contracts [Line Items] | ||
Foreign currency maturity term | 2022-04 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||
Jan. 31, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Oct. 31, 2020 | Jan. 16, 2019 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Oct. 31, 2012 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Options granted | 976,924 | |||||||||||
Exercise price, lower range limit | $ 2.41 | |||||||||||
Exercise price, upper range Limit | $ 2.48 | |||||||||||
Stock-based compensation | $ 1,766,353 | $ 1,167,951 | ||||||||||
Stock Options | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Stock options, term | 10 years | |||||||||||
Restricted Stock Units | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Stock-based compensation, total compensation cost not yet recognized, period for recognition | 1 year 3 months 14 days | |||||||||||
Number of restricted stock units issued | 291,206 | 417,933 | ||||||||||
Fair value of awards granted | $ 1,965,712 | $ 940,700 | ||||||||||
Stock-based compensation | 866,017 | $ 700,724 | ||||||||||
Unrecognized stock compensation expense related to restricted stock grants | $ 585,081 | |||||||||||
Maximum | Stock Options | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Vesting period | 3 years | |||||||||||
Maximum | Restricted Stock Units | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Vesting period | 3 years | |||||||||||
Minimum | Stock Options | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Vesting period | 1 year | |||||||||||
Minimum | Restricted Stock Units | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Vesting period | 1 year | |||||||||||
2009 Plan | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Number of shares available for issuance of grants | 350,343 | 2,450,000 | 2,450,000 | 1,700,000 | 1,700,000 | 1,250,000 | 1,250,000 | |||||
Options granted | 1,143,447 | |||||||||||
Stock options granted and outstanding, weighted average grant date fair value | $ 1 | |||||||||||
Unrecognized stock compensation expense, net of estimated forfeitures, related to options | $ 1,381,775 | |||||||||||
Stock-based compensation, total compensation cost not yet recognized, period for recognition | 1 year 9 months 7 days | |||||||||||
2009 Plan | Maximum | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Stock options, term | 10 years | |||||||||||
2009 Plan | Minimum | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Stock options, term | 5 years | |||||||||||
Voting stock, percentage | 10.00% | |||||||||||
Fair market value of common stock, percentage | 110.00% | |||||||||||
2019 Plan | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Number of shares available for issuance of grants | 2,750,000 | 4,000,000 | 4,000,000 | |||||||||
Number of shares reserved for issuance under the plan | 8,243,790 | |||||||||||
Number of new shares | 4,000,000 | |||||||||||
Shares available for future grants and awards | 3,651,594 |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Weighted Average Assumptions (Details) - Stock Options | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk free rate, minimum | 0.24% | 0.30% |
Risk free rate, maximum | 0.33% | 1.66% |
Dividend yield | 0.00% | 0.00% |
Volatility, minimum | 52.10% | 39.40% |
Volatility, maximum | 53.00% | 48.90% |
Average forfeiture assumptions | 2.30% | 1.10% |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary Of Stock Option Activity (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Options, Outstanding as of beginning of period | 2,875,894 | 1,122,752 | |
Options, Granted | 976,924 | 1,899,934 | |
Options, Exercised | (65,990) | ||
Options, Canceled/forfeited/expired | (10,260) | (146,792) | |
Options, Outstanding as of end of period | 3,776,568 | 2,875,894 | 1,122,752 |
Options, vested and exercisable at end of period | 1,965,712 | ||
Options, vested and expected to vest | 3,770,648 | ||
Weighted-Average Exercise Prices, Outstanding as of beginning of period | $ 2.74 | $ 3.55 | |
Weighted-Average Exercise Prices, Granted | 2.41 | 2.36 | |
Weighted-Average Exercise Prices, Exercised | 2.48 | ||
Weighted-Average Exercise Prices, Canceled/forfeited/expired | 2.94 | 4.12 | |
Weighted-Average Exercise Prices, Outstanding as of end of period | 2.65 | $ 2.74 | $ 3.55 |
Weighted-Average Exercise Prices, vested and exercisable | 2.87 | ||
Weighted-Average Exercise Price, vested and expected to vest | $ 2.65 | ||
Options Outstanding, Weighted-Average Remaining Contractual Term (in years) | 8 years | 8 years 7 months 6 days | 8 years |
Weighted-Average Remaining Contractual Term (in years), vested and exercisable | 7 years 4 months 24 days | ||
Weighted-Average Remaining Contractual Term (in years), vested and expected to vest | 8 years | ||
Options, Outstanding, Aggregate Intrinsic Value | $ 3,962,766 | $ 22,409 | $ 34,135 |
Options, vested and exercisable, Aggregate Intrinsic Value | 1,728,490 | ||
Options, vested and expected to vest, Aggregate Intrinsic Value | $ 3,955,427 |
Equity-Based Compensation - S_2
Equity-Based Compensation - Summary of Activity Related to Non-Vested Restricted Stock Units (Details) - Restricted Stock Units - $ / shares | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Nonvested Restricted Stock Units Outstanding, Beginning | 396,803 | 157,204 | |
Number of Nonvested Restricted Stock Units, Granted | 291,206 | 417,933 | |
Number of Nonvested Restricted Stock Units, Vested | (326,439) | (177,010) | |
Number of Nonvested Restricted Stock Units, Forfeited | (1,324) | ||
Number of Nonvested Restricted Stock Units Outstanding, Ending | 361,570 | 396,803 | 157,204 |
Weighted-Average Grant Date Fair Value, Beginning | $ 2.33 | $ 2.69 | |
Weighted-Average Grant Date Fair Value, Granted | 2.59 | 2.25 | |
Weighted-Average Grant Date Fair Value, Vested | 2.36 | 2.45 | |
Weighted-Average Grant Date Fair Value, Forfeited | 2.83 | ||
Weighted-Average Grant Date Fair Value, Ending | $ 2.51 | $ 2.33 | $ 2.69 |
Weighted-Average Remaining Contractual Life (Years) | 1 year 3 months 18 days | 1 year 7 months 6 days | 1 year 4 months 24 days |
Weighted-Average Remaining Contractual Life (Years), Granted | 2 years 9 months 18 days | 2 years 9 months 18 days |
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 ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Supplemental Cash Flow Elements [Abstract] | ||
Purchases of equipment classified as finance lease | $ (696,303) | $ (468,390) |
Contingent consideration issued | $ 0 | $ (4,407,887) |
Paycheck Protection Program - A
Paycheck Protection Program - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Unusual Or Infrequent Item [Line Items] | |||
PPP grant income | $ 0 | $ 1,958,600 | |
PPP | |||
Unusual Or Infrequent Item [Line Items] | |||
Loan maturity period | 2020-04 | ||
Proceeds from loan | $ 1,958,600 | ||
Debt instrument, interest rate | 1.00% | ||
Deferred period of loan principal and interest payments | 6 months | ||
Loan and interest paid back period | 18 months | ||
PPP grant income | 1,958,600 | ||
PPP loan liability | $ 0 | $ 0 | |
Application submitted date for forgiven of loan | 2020-12 | ||
Loan forgiven month and year | 2021-03 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | Sep. 27, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2021AUD ($) | Sep. 27, 2021USD ($) | Sep. 27, 2021AUD ($) | Jun. 30, 2021USD ($) |
NAB Facility | ||||||
Subsequent Event [Line Items] | ||||||
Line of credit facility, expiration date | Jun. 30, 2022 | |||||
NAB Facility | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Expected increase (decrease) in seasonal credit facility | $ 4,498,800 | $ 6,000,000 | ||||
Line of credit facility, expiration date | Sep. 30, 2023 | Sep. 30, 2023 | ||||
Temporary increase in seasonal credit facility | $ 2,774,260 | $ 3,700,000 | ||||
Overdraft Facility | NAB Facility | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Expected increase (decrease) in seasonal credit facility | $ (749,800) | $ (1,000,000) | ||||
Line of Credit | CIBC | ||||||
Subsequent Event [Line Items] | ||||||
Minimum potential liquidity raised to meet covenant compliance | $ 3,000,000 | |||||
Line of Credit | CIBC | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument covenant compliance to maintain minimum fixed charge coverage ratio until March 31, 2022 | 1.00% | |||||
Debt instrument covenant compliance to maintain minimum fixed charge coverage ratio thereafter | 1.15% | |||||
Minimum potential liquidity raised to meet covenant compliance | $ 3,000,000 | $ 3,000,000 | ||||
Line of Credit | CIBC | Subsequent Event | Prime | ||||||
Subsequent Event [Line Items] | ||||||
Basis spread on variable rate | 2.00% |