S&W Seed Co - Quarter Report: 2021 March (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period year ended March 31, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission File Number: 001-34719

S&W SEED COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Nevada		27-1275784
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)


2101 Ken Pratt Blvd, Suite 201, Longmont, CO		80501
(Address of Principal Executive Offices)		(Zip Code)

(720) 506-9191

(Registrant’s Telephone Number, Including Area Code)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No

The number of shares outstanding of common stock of the registrant as of May 12, 2021 was 36,727,027.

S&W SEED COMPANY

TABLE OF CONTENTS

PART I.	FINANCIAL INFORMATION	Page No.
Item 1.	Financial Statements (Unaudited):	4
	Consolidated Balance Sheets at March 31, 2021 and June 30, 2020	4
	Consolidated Statements of Operations for the Three Months and Nine Months Ended March 31, 2021 and 2020	5
	Consolidated Statements of Comprehensive Income (Loss) for the Three Months and Nine Months Ended December 31, 2021 and 2020	6
	Consolidated Statements of Stockholders’ Equity for the Three Months and Nine Months Ended March 31, 2021 and 2020	7
	Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2021 and 2020	8
	Notes to Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	45
Item 4.	Controls and Procedures	45
PART II.	OTHER INFORMATION	46
Item 1.	Legal Proceedings	46
Item 1A.	Risk Factors	46
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 3.	Defaults Upon Senior Securities	46
Item 4.	Mine Safety Disclosures	46
Item 5.	Other Information	46
Item 6.	Exhibits	47

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical fact could be deemed forward-looking statements, including, but not limited to: statements concerning the effects of the COVID-19 pandemic on our business; any statements concerning projections of revenue, margins, expenses, tax provisions, earnings, cash flows and other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements regarding our ability to raise capital in the future; any statements concerning expected development, performance or market acceptance relating to our products or services or our ability to expand our grower or customer bases or to diversify our product offerings; any statements regarding future economic conditions or performance; any statements of expectation or belief; any statements regarding our ability to retain key employees; and any statements of assumptions underlying any of the foregoing. These forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “designed,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions or variations intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We have based these forward-looking statements on our current expectations about future events. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Risks, uncertainties and assumptions include the following:

•	the duration of the COVID-19 pandemic and the extent to which it continues to disrupt the local and global economies, as well as our business and the businesses of our customers, distributors and suppliers;

•	changes in demand for our seed products and stevia development program;

•	our plans for expansion of our business (including by expanding crop offerings and market share of existing offerings through strategic transactions) and our ability to successfully integrate acquisitions into our operations;

•	whether we continue to invest in research and development and whether such investment results in trait improvement across our crop categories;

•	the continued ability of our distributors and suppliers to have access to sufficient liquidity to fund their operations;

•	market trends and other factors affecting our financial condition or results of operations from period to period;

•	the impact of crop disease, severe weather conditions, such as flooding, or natural disasters, such as earthquakes, on crop quality and yields and on our ability to grow, procure or export our products;

•	the impact of pricing of other crops that may be influence what crops our growers elect to plant;

•	whether we are successful in aligning expense levels to revenue changes;

•	whether we are successful in monetizing our stevia business;

•	the cost and other implications of pending or future legislation or court decisions and pending or future accounting pronouncements; and

•

other risks that are described herein and in the section titled “Risk Factors” contained in Part I, Item A of our Annual Report on Form 10-K for the fiscal year ended June 30, 2020, or the Annual Report, and that are otherwise described or updated from time to time in our filings with the Securities Exchange Commission.

You are urged to carefully review the disclosures made concerning risks and uncertainties that may affect our business or operating results, which include, among others, those described above.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Many factors discussed in this Quarterly Report on Form 10-Q, some of which are beyond our control, will be important in determining our future performance. Consequently, these statements are inherently uncertain and actual results may differ materially from those that might be anticipated from the forward-looking statements. In light of these and other uncertainties, you should not regard the inclusion of a forward-looking statement in this Quarterly Report on Form 10-Q as a representation by us that our plans and objectives will be achieved, and you should not place undue reliance on such forward-looking statements. All forward-looking statements included herein are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Furthermore, such forward-looking statements represent our views as of, and speak only as of, the date of this Quarterly Report on Form 10-Q, and such statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. We undertake no obligation to publicly update any forward-looking statements, or to update the reasons why actual results could differ materially from those anticipated in any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

When used in this Quarterly Report on Form 10-Q, the terms “we,” “us,” “our,” “the Company,” “S&W” and “S&W Seed” refer to S&W Seed Company and its subsidiaries or, as the context may require, S&W Seed Company only. Our fiscal year ends on June 30,

and accordingly, the terms “fiscal 2021,” “fiscal 2020,” and “fiscal 2019” in this Quarterly Report on Form 10-Q refer to the respective fiscal year ended June 30, 2021, 2020 and 2019, respectively, with corresponding meanings to any fiscal year reference beyond such dates. Trademarks, service marks and trade names of other companies appearing in this report are the property of their respective holders.

PART I

FINANCIAL INFORMATION

Item 1.

Financial Statements

S&W SEED COMPANY

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

ASSETS	March 31, 2021			June 30, 2020
CURRENT ASSETS
Cash and cash equivalents	$	3,364,511		$	4,123,094
Accounts receivable, net		24,012,608			19,023,098
Inventories, net		65,989,304			63,882,938
Prepaid expenses and other current assets		1,204,298			1,374,677
TOTAL CURRENT ASSETS		94,570,721			88,403,807
Property, plant and equipment, net		18,140,972			20,494,312
Intangibles, net		37,864,866			38,784,058
Goodwill		1,677,186			1,508,675
Other assets		6,287,105			6,764,781
TOTAL ASSETS	$	158,540,850		$	155,955,633
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	22,583,749		$	8,045,694
Deferred revenue		1,750,120			6,171,904
Accrued expenses and other current liabilities		8,017,590			9,618,892
Lines of credit, net		34,977,975			26,983,264
Current portion of long-term debt, net		1,546,453			1,780,522
TOTAL CURRENT LIABILITIES		68,875,887			52,600,276
Long-term debt, net, less current portion		11,587,981			14,328,823
Contingent consideration obligation		4,509,011			4,263,503
Other non-current liabilities		2,736,395			3,427,054
TOTAL LIABILITIES		87,709,274			74,619,656
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares issued and outstanding		—			—
Common stock, $0.001 par value; 75,000,000 shares authorized; 35,291,280 issued and 35,266,280 outstanding at March 31, 2021; 33,457,861 issued and 33,432,861 outstanding at June 30, 2020;		35,291			33,458
Treasury stock, at cost, 25,000 shares		(134,196	)		(134,196	)
Additional paid-in capital		144,162,671			137,809,540
Accumulated deficit		(67,627,446	)		(50,140,942	)
Accumulated other comprehensive loss		(5,540,583	)		(6,111,424	)
Noncontrolling interests		(64,161	)		(120,459	)
TOTAL STOCKHOLDERS' EQUITY		70,831,576			81,335,977
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	158,540,850		$	155,955,633

See notes to consolidated financial statements.

S&W SEED COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended March 31,						Nine Months Ended March 31,
	2021			2020			2021			2020

Revenue	$	32,376,697		$	29,091,884		$	61,283,414		$	53,717,442
Cost of revenue		26,206,066			22,667,126			51,293,692			42,027,439
Gross profit		6,170,631			6,424,758			9,989,722			11,690,003
Operating expenses
Selling, general and administrative expenses		5,797,322			5,895,984			16,402,352			15,663,907
Research and development expenses		2,357,905			2,041,650			6,483,894			5,301,714
Depreciation and amortization		1,336,798			1,209,433			4,126,776			3,620,235
Gain on disposal of property, plant and equipment		(1,311,346	)		(7,719	)		(1,353,415	)		(20,794	)
Total operating expenses		8,180,679			9,139,348			25,659,607			24,565,062
Loss from operations		(2,010,048	)		(2,714,590	)		(15,669,885	)		(12,875,059	)
Other expense
Foreign currency loss (gain)		87,849			81,574			(16,704	)		67,399
Change in estimated value of assets held for sale		—			—			—			92,931
Change in contingent consideration obligation		(683,611	)		—			(248,092	)		—
Loss on extinguishment of debt		—			—			—			140,638
Interest expense - amortization of debt discount		133,941			96,222			501,601			393,935
Interest expense		558,494			444,401			1,736,836			1,382,680
Loss before income taxes		(2,106,721	)		(3,336,787	)		(17,643,526	)		(14,952,642	)
Provision for income taxes		(257,633	)		(7,296	)		(213,320	)		17,224
Net loss	$	(1,849,088	)	$	(3,329,491	)	$	(17,430,206	)	$	(14,969,866	)
Net income (loss) attributed to noncontrolling interests		(1,796	)		(47,742	)		56,298			(97,770	)
Net loss attributable to S&W Seed Company	$	(1,847,292	)	$	(3,281,749	)	$	(17,486,504	)	$	(14,872,096	)

Net loss attributable to S&W Seed Company per common share:
Basic	$	(0.05	)	$	(0.10	)	$	(0.51	)	$	(0.45	)
Diluted	$	(0.05	)	$	(0.10	)	$	(0.51	)	$	(0.45	)
Weighted average number of common shares outstanding:
Basic		34,945,476			33,385,376			33,976,517			33,323,239
Diluted		34,945,476			33,385,376			33,976,517			33,323,239

See notes to consolidated financial statements.

S&W SEED COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Three Months Ended March 31,						Nine Months Ended March 31,
	2021			2020			2021			2020
Net loss	$	(1,849,088	)	$	(3,329,491	)	$	(17,430,206	)	$	(14,969,866	)
Foreign currency translation adjustment, net of income taxes		36,875			(486,500	)		570,841			(540,995	)
Comprehensive loss	$	(1,812,213	)	$	(3,815,991	)	$	(16,859,365	)	$	(15,510,861	)
Comprehensive income (loss) attributable to noncontrolling interests		(1,796	)		(47,742	)		56,298			(97,770	)
Comprehensive loss attributable to S&W Seed Company	$	(1,810,417	)	$	(3,768,249	)	$	(16,915,663	)	$	(15,413,091	)

See notes to consolidated financial statements.

S&W SEED COMPANY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

	Preferred Stock				Common Stock				Treasury Stock						Additional Paid-In			Accumulated			Noncontrolling			Accumulated Other Comprehensive			Total Stockholders'
	Shares		Amount		Shares		Amount		Shares			Amount			Capital			Deficit			Interests			Loss			Equity
Balance, December 31, 2019		—		—		33,329,566	$	33,329		(25,000	)	$	(134,196	)	$	137,204,276		$	(42,056,965	)		(97,713	)	$	(6,192,962	)	$	88,755,769
Stock-based compensation - options, restricted stock, and RSUs		—		—		—		—		—			—			325,587			—			—			—			325,587
Net issuance to settle RSUs		—		—		93,453		94		—			—			(49,396	)		—			—			—			(49,302	)
Other comprehensive loss		—		—		—		—		—			—			—			—			—			(486,500	)		(486,500	)
Net loss		—		—		—		—		—			—			—			(3,281,749	)		(47,742	)		—			(3,329,491	)
Balance, March 31, 2020		—	$	—		33,423,019	$	33,423		(25,000	)	$	(134,196	)	$	137,480,467		$	(45,338,714	)	$	(145,455	)	$	(6,679,462	)	$	85,216,063

Balance, December 31, 2020		—	$	—		34,189,660	$	34,190		(25,000	)	$	(134,196	)	$	140,028,674		$	(65,780,154	)	$	(62,365	)	$	(5,577,458	)	$	68,508,691
Stock-based compensation - options, restricted stock, and RSUs		—		—		—		—		—			—			421,814			—			—			—			421,814
Net issuance to settle RSUs		—		—		20,718		21		—			—			(28,727	)		—			—			—			(28,706	)
Proceeds from sale of common stock, net of fees and expenses		—		—		1,080,902		1,081		—			—			3,740,910			—			—			—			3,741,990
Other comprehensive income		—		—		—		—		—			—			—			—			—			36,875			36,875
Net loss		—		—		—		—		—			—			—			(1,847,292	)		(1,796	)		—			(1,849,088	)
Balance, March 31, 2021		—	$	—		35,291,280	$	35,291		(25,000	)	$	(134,196	)	$	144,162,671		$	(67,627,446	)	$	(64,161	)	$	(5,540,583	)	$	70,831,576

	Preferred Stock				Common Stock				Treasury Stock						Additional Paid-In			Accumulated			Noncontrolling			Accumulated Other Comprehensive			Total Stockholders'
	Shares		Amount		Shares		Amount		Shares			Amount			Capital			Deficit			Interests			Loss			Equity
Balance, June 30, 2019		—		—		33,303,218	$	33,303		(25,000	)	$	(134,196	)	$	136,751,875		$	(30,466,618	)		(47,685	)	$	(6,138,467	)	$	99,998,212
Stock-based compensation - options, restricted stock, and RSUs		—		—		—		—		—			—			794,191			—			—			—			794,191
Net issuance to settle RSUs		—		—		119,801		120		—			—			(65,599	)		—			—			—			(65,479	)
Other comprehensive loss		—		—		—		—		—			—			—			—			—			(540,995	)		(540,995	)
Net loss		—		—		—		—		—			—			—			(14,872,096	)		(97,770	)		—			(14,969,866	)
Balance, March 31, 2020		—	$	—		33,423,019	$	33,423		(25,000	)	$	(134,196	)	$	137,480,467		$	(45,338,714	)	$	(145,455	)	$	(6,679,462	)	$	85,216,063

Balance, June 30, 2020		—	$	—		33,457,861	$	33,458		(25,000	)	$	(134,196	)	$	137,809,540		$	(50,140,942	)	$	(120,459	)	$	(6,111,424	)	$	81,335,977
Stock-based compensation - options, restricted stock, and RSUs		—		—		—	$	—		—			—			1,303,439			—			—			—		$	1,303,439
Net issuance to settle RSUs		—		—		253,199	$	253	$	—		$	—		$	(76,645	)		—			—			—		$	(76,392	)
Proceeds from sale of common stock, net of fees and expenses		—		—		1,580,220	$	1,580		—			—			5,126,337			—			—			—		$	5,127,917
Other comprehensive income		—		—		—		—		—			—			—			—			—			570,841		$	570,841
Net income (loss)		—		—		—		—		—			—			—			(17,486,504	)		56,298			—		$	(17,430,206	)
Balance, March 31, 2021		—	$	—		35,291,280	$	35,291		(25,000	)	$	(134,196	)	$	144,162,671		$	(67,627,446	)	$	(64,161	)	$	(5,540,583	)	$	70,831,576

See notes to consolidated financial statements.

S&W SEED COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended March 31,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(17,430,206	)	$	(14,969,866	)
Adjustments to reconcile net loss from operating activities to net cash used in operating activities
Stock-based compensation		1,303,439			794,191
Change in allowance for doubtful accounts		(234,270	)		(126,449	)
Inventory write-down		1,253,073			1,411,128
Depreciation and amortization		4,126,776			3,620,235
Gain on disposal of property, plant and equipment		(1,353,415	)		(20,794	)
Change in foreign exchange contracts		(94,123	)		402,546
Change in contingent consideration obligation		(248,092	)		—
Change in estimated value of assets held for sale		—			92,931
Loss on debt extinguishment		—			140,638
Amortization of debt discount		501,601			393,935
Changes in:
Accounts receivable		(3,934,992	)		(3,375,709	)
Inventories		(1,410,638	)		3,562,145
Prepaid expenses and other current assets		475,607			(174,337	)
Other non-current asset		53,924			(38,245	)
Accounts payable		13,560,980			4,684,742
Deferred revenue		(4,425,381	)		(634,962	)
Accrued expenses and other current liabilities		(1,951,704	)		430,788
Other non-current liabilities		(41,940	)		(920,990	)
Net cash used in operating activities		(9,849,361	)		(4,728,073	)
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment		(772,531	)		(1,760,905	)
Proceeds from disposal of property, plant and equipment		643,194			27,855
Proceeds from sale of assets held for sale		2,229,352			1,757,069
Acquisition of germplasm		(8,499	)		—
Acquisition of business, net of cash acquired		—			(7,497,645	)
Acquisition of wheat assets		—			(2,633,000	)
Net cash provided by (used in) investing activities		2,091,516			(10,106,626	)
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from sale of common stock		5,127,917			—
Taxes paid related to net share settlements of stock-based compensation awards		(76,392	)		(65,480	)
Borrowings and repayments on lines of credit, net		5,744,377			19,553,150
Borrowings of long-term debt		152,200			3,684,597
Debt issuance costs		(93,670	)		(970,461	)
Repayments of long-term debt		(4,189,648	)		(1,855,708	)
Net cash provided by financing activities		6,664,784			20,346,098
EFFECT OF EXCHANGE RATE CHANGES ON CASH		334,478			(476,764	)
NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS		(758,583	)		5,034,635
CASH AND CASH EQUIVALENTS, beginning of the period	$	4,123,094			3,431,802
CASH AND CASH EQUIVALENTS, end of period	$	3,364,511		$	8,466,437
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest	$	2,160,742		$	1,373,712
Income taxes		244,062			76,625

See notes to consolidated financial statements.

S&W SEED COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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.

In April 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 the 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 acquisitions.

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.

The Company’s operations span the world’s alfalfa seed production regions with operations in California (including the San Joaquin Valley and the Imperial Valley), Texas, five other U.S. states, Australia, and three provinces in Canada. The Company sells its seed products in more than 40 countries around the globe.

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. generally accepted accounting principles, or GAAP, and include the assets, liabilities, revenue and expenses of all wholly-owned subsidiaries and majority-owned subsidiaries over which the Company's exercises control. Outside stockholders' interests in subsidiaries are shown on the condensed consolidated financial statements as Noncontrolling interests.

The Company owns 50.1% of SeedVision, which is a variable interest entity as defined in ASC 810-10, Consolidation, because no substantive equity contributions have been made to it, and SeedVision is being funded through advances, as needed, from its investors. The Company has concluded that it is the primary beneficiary of SeedVision because it has the power, through a tie-breaking vote on the board of directors, to direct the sales and marketing activities of SeedVision, which are considered to be the activities that have the greatest impact on the future economic performance of SeedVision.

The Company owns 51.0% of Sorghum Solutions South Africa, which is a variable interest entity as defined in ASC 810-10, Consolidation, because no substantive equity contributions have been made to it, and Sorghum Solutions South Africa is being funded through advances, as needed, from its investors. The Company has concluded that it is the primary beneficiary of Sorghum Solutions South Africa because it has the power, through a tie-breaking vote on the board of directors, to direct the sales and marketing activities of Sorghum Solutions South Africa, which are considered to be the activities that have the greatest impact on the future economic performance of Sorghum Solutions South Africa.

Because the Company is its primary beneficiary, SeedVision's and Sorghum Solutions South Africa’s financial results are included in these financial statements. We have recorded a combined $0.5 million of current assets (restricted) and $0.1 million of current liabilities (nonrecourse) for these entities in our consolidated balance sheet as of March 31, 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.

Unaudited Interim Financial Information

The Company has prepared the accompanying consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission, or SEC, for interim financial reporting. These consolidated financial statements are unaudited and, in the Company’s opinion, include all adjustments, consisting of normal recurring adjustments and accruals, necessary for a fair presentation of the Company’s consolidated balance sheets, statements of operations, comprehensive income (loss), cash flows and stockholders’ equity for the periods presented. Operating results for the periods presented are not necessarily indicative of the results to be expected for the full year ending June 30, 2021. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted in accordance with the rules and regulations of the SEC. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Annual Report, as filed with the SEC.

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 28% and 41% of its revenue for the three months ended March 31, 2021 and 2020, respectively. One customer accounted for 25% and 35% of its revenue for the nine months ended March 31, 2021 and 2020, respectively.

Two customers accounted for 16% of the Company’s accounts receivable at March 31, 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 52% and 38% of revenue during the three months ended March 31, 2021 and 2020, respectively. Sales to international markets represented 55% and 41% of revenue during the nine months ended March 31, 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 March 31, 2021 and June 30, 2020, respectively. Cash balances located outside of the United States may not be insured and totaled $605,267 and $1,690,748 at March 31, 2021 and June 30, 2020, respectively.

The following table shows revenue from external sources by destination country:

	Three Months Ended March 31,								Nine Months Ended March 31,
	2021				2020				2021				2020
United States	$	15,672,861	48	%	$	17,971,919	62	%	$	27,773,152	45	%	$	31,606,370	59	%
Australia		11,426,369	35	%		6,657,668	23	%		16,268,261	27	%		7,720,707	14	%
Saudi Arabia		324,000	1	%		373,560	1	%		2,383,192	4	%		2,728,791	5	%
Pakistan		444,353	1	%		301,515	1	%		2,041,548	3	%		1,544,982	3	%
South Africa		946,631	3	%		482,414	2	%		1,923,525	3	%		1,101,243	2	%
Mexico		70,000	0	%		520,614	2	%		1,858,856	3	%		2,339,030	4	%
China		1,366,381	4	%		281,287	1	%		1,847,007	3	%		660,558	1	%
Argentina		—	0	%		220,372	1	%		1,183,667	2	%		357,777	1	%
France		—	0	%		863,511	3	%		739,670	1	%		898,885	2	%
Libya		306,000	1	%		152,980	1	%		718,960	1	%		782,940	1	%
Other		1,820,102	7	%		1,266,044	3	%		4,545,576	8	%		3,976,159	8	%
Total	$	32,376,697	100	%	$	29,091,884	100	%	$	61,283,414	100	%	$	53,717,442	100	%

Covid-19 Pandemic

The Company is closely monitoring the impact of the COVID-19 pandemic on its business, including its results of operations and financial condition, and has implemented measures designed to protect the health and safety of its employees while continuing its operations.

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 has shifted its sales activities to video conferencing and similar customer interaction models and continues to evaluate its sales approach, but the Company has found these alternative approaches to generally be less effective than in-person sales efforts. In 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 2021 sales season, the Company may experience similar negative impacts that it experienced during the 2020 sales season.

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 harm the Company’s product revenue.

During the three months ended March 31, 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 for the remainder of fiscal 2021 and potentially 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 ongoing impact on the Company’s operations.

The Company’s loan and security agreement with CIBC Bank USA, or CIBC, 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 fixed charge coverage ratio, tested on a trailing twelve month basis, and permits the Company to include capital raised, within 30 days after the end of any fiscal quarter, as a component of adjusted EBITDA (as defined in the agreement) for purposes of complying with this covenant. It also requires, in the event the Company’s forecasted liquidity is less than $4,000,000 in any 12-month forecast delivered to CIBC, that the Company raise equity in an amount equal to such deficiency at least 90 days prior to such forecasted liquidity shortfall. If the Company is unable to generate sufficient adjusted EBITDA or maintain sufficient liquidity to meet these covenants, the Company may need to raise additional equity. Although the Company is currently in compliance with the CIBC loan agreement after giving effect to a May 12, 2021 amendment (See Note 9), there can be no assurance that the Company will be successful in raising additional capital or securing future amendments from CIBC. If the Company is unable to raise sufficient additional capital or secure future amendments, it may need to reduce the scope of its operations, repay amounts owing to CIBC 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 $169,296 and $1,366,220 at March 31, 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.

The Company’s subsidiary, S&W Australia, does not fix the final price for seed payable to its alfalfa seed growers until the completion of a given year’s sales cycle pursuant to its standard contract production agreement. S&W Australia records an estimated unit price; accordingly, inventory, cost of revenue and gross profits are based upon management’s best estimate of the final purchase price to growers.

Inventory is periodically reviewed to determine if it is marketable, obsolete, or impaired. Inventory that is determined to be obsolete or impaired is written off to expense at the time the impairment is identified. Inventory quality is a function of germination percentage. Our experience has shown that our alfalfa seed quality tends to be stable under proper storage conditions; therefore, we do not view inventory obsolescence for alfalfa seed as a material concern. Hybrid crops (sorghum and sunflower) seed quality may be affected by warehouse storage pests such as insects and rodents. The Company maintains a strict pest control program to mitigate risk and maximize hybrid seed quality.

Components of inventory are:

	March 31, 2021		June 30, 2020
Raw materials and supplies	$	2,010,342	$	1,227,185
Work in progress		14,423,980		4,395,503
Finished goods		49,554,982		58,260,250
	$	65,989,304	$	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, 15 years for license agreements 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, 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 March 31, 2021 and June 30, 2020, and the investment is included in Other Assets on the Consolidated Balance Sheet.

This investment is accounted for in accordance with ASC 321, Investments – Equity Securities. As the stock is not publicly traded, the Company has elected to account for its investment at cost, with adjustments to fair value when there are observable transactions that provide an indicator of fair value. In addition, if qualitative factors indicate a potential impairment, fair value must be estimated, and the investment written down to that fair value if it is lower than the carrying value.

No adjustments for impairment or observable transactions were made for the three months or nine months ended March 31, 2021 or March 31, 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 three and nine months ended March 31, 2021 and March 31, 2020 has been affected by the valuation allowance on the Company’s deferred tax assets.

Net Income (Loss) Per Common Share Data

Basic net income (loss) per common share, or EPS, is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period.

Diluted EPS is calculated by adjusting both the numerator (net income (loss)) and the denominator (weighted-average number of shares outstanding) for the dilutive effects of potentially dilutive securities, including options, restricted stock awards and common stock warrants.

The treasury stock method is used for common stock warrants, stock options, and restricted stock awards. Under this method, consideration that would be received upon exercise (as well as remaining compensation cost to be recognized for awards not yet vested) is assumed to be used to repurchase shares of stock in the market, with net number of shares assumed to be issued added to the denominator.

The calculation of Basic and Diluted EPS is shown in the table below.

	Three Months Ended March 31,						Nine Months Ended March 31,
	2021			2020			2021			2020
Numerator:
Net loss attributable to S&W Seed Company	$	(1,847,292	)	$	(3,281,749	)	$	(17,486,504	)	$	(14,872,096	)
Numerator for basis EPS		(1,847,292	)		(3,281,749	)		(17,486,504	)		(14,872,096	)
Effect of dilutive securities:
Warrants		—			—			—			—
		—			—			—			—
Numerator for diluted EPS	$	(1,847,292	)	$	(3,281,749	)	$	(17,486,504	)	$	(14,872,096	)
Denominator:
Denominator for basic EPS-weighted- average shares		34,945,476			33,385,376			33,976,517			33,323,239
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		34,945,476			33,385,376			33,976,517			33,323,239
Basic EPS	$	(0.05	)	$	(0.10	)	$	(0.51	)	$	(0.45	)
Diluted EPS	$	(0.05	)	$	(0.10	)	$	(0.51	)	$	(0.45	)

The effects of employee stock options and stock units, and warrants are excluded because they would be anti-dilutive due to the Company’s net loss for the three and nine months ended March 31, 2021 and 2020.

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 below) were valued at fair value on a non-recurring basis as of August 15, 2019.

The assets acquired and liabilities assumed in the PG Acquisition (see Note 6) were valued at fair value on a non-recurring basis as of February 24, 2020.

The carrying value of cash and cash equivalents, accounts payable, short-term and all long-term borrowings, as reflected in the consolidated balance sheets, approximate fair value because of the short-term maturity of these instruments or interest rates commensurate with market rates. There have been no changes in operations and/or credit characteristics since the date of issuance that could impact the relationship between interest rate and market rates.

Assets and liabilities that are recognized and measured at fair value on a recurring basis are categorized as follows:

	Fair Value Measurements as of March 31, 2021 Using:
	Level 1		Level 2		Level 3
Foreign exchange contract asset	$	—	$	75,281	$	—
Contingent consideration obligations	$	—	$	—	$	4,509,011
Total	$	—	$	75,281	$	4,509,011

	Fair Value Measurements as of June 30, 2020 Using:
	Level 1		Level 2		Level 3
Foreign exchange contract liability	$	—	$	35,218	$	—
Contingent consideration obligations	$	—	$	—	$	4,263,503
Total	$	—	$	35,218	$	4,263,503

Recently Adopted Accounting Pronouncements

The Company adopted 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.

NOTE 3 - LEASES

S&W leases office and laboratory space, research plots and equipment used in connection with its operations under various operating and finance leases.

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 three and nine months ended March 31, 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	March 31, 2021
Assets:
Right of use assets - operating leases	Other assets	$	3,562,681

Right of use assets - finance leases	Other assets		2,061,900
Accumulated amortization - finance leases	Other assets		(754,162	)
Right of use assets - finance leases, net	Other assets		1,307,738
Total lease assets		$	4,870,419

Liabilities:
Current portion of long-term debt, net	Current portion of long-term debt, net		858,789
Current lease liabilities	Accrued expenses and other current liabilities		1,135,616
Long-term debt, net	Long-term debt, net		1,179,004
Long-term lease liabilities	Other long-term liabilities		2,576,166
Total lease liabilities		$	5,749,575

The components of lease cost are as follows:

Leases	Income Statement Classification	Three Months Ended March 31, 2021		Nine Months Ended March 31, 2021
Operating lease cost	Cost of revenue	$	76,694	$	236,290
Operating lease cost	Selling, general and administrative expenses		189,950		600,855
Operating lease cost	Research and development expenses		49,274		153,949
Finance lease cost	Depreciation and amortization and interest		48,480		490,436
Total lease costs		$	364,398	$	1,481,530

Maturities of lease liabilities as of March 31, 2021 are as follows:

	Operating Leases			Finance Leases
Remainder of 2021	$	322,924		$	231,945
2022		1,274,799			935,974
2023		853,672			828,325
2024		774,730			239,280
2025		399,755			28,223
After 2025		508,940			—
Total lease payments		4,134,820			2,263,747
Less: Interest		(423,038	)		(225,954	)
Present value of lease liabilities	$	3,711,782		$	2,037,793

The following are the weighted average assumptions used for lease term and discount rate and supplemental cash flow information related to leases as of March 31, 2021:

Operating lease remaining lease term	4.3 years
Operating lease discount rate		4.39	%
Finance lease remaining lease term	2.5 years
Finance lease discount rate		5.42	%
Cash paid for operating leases	$	780,260
Cash paid for finance leases	$	851,653

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 terminations discussed above, the Company entered into a license agreement with Corteva, or the Corteva license agreement, under which Corteva received a fully pre-paid, exclusive license to produce and distribute certain of the Company's alfalfa seed varieties world-wide (except South America). The licensed seed varieties include certain of the Company's existing commercial conventional (non-GMO) alfalfa varieties and six pre-commercial dormant alfalfa varieties. The Company also assigned to Corteva grower production contract rights, and Corteva assumed grower production contract obligations, related to the licensed and certain other alfalfa varieties. Corteva received no license to the Company's other commercial alfalfa varieties or pre-commercial alfalfa pipeline products and no rights to any future products developed by the Company.

Payments Due from Corteva and Pioneer

The Company received payments of $45.0 million in fiscal 2019, approximately $16.7 million in fiscal 2020 and $8.3 million in fiscal 2021 from Pioneer/Corteva, which totaled $70.0 million. Approximately $34.2 million of these amounts referenced above has been allocated to the license to the Company’s alfalfa varieties. The $34.2 million was reported as licensing revenue in the consolidated statement of operations for the fiscal year ended June 30, 2019.

The remaining amounts were recognized as revenue as the seed was delivered to Corteva through March 2021. The amount of revenue 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 were allocated to the license using a residual method approach. The unbilled receivable is $0 as of March 31, 2021.

NOTE 5 - REVENUE RECOGNITION

The Company derives its revenue from 1) the sale of seed, 2) milling and packaging services 3) research and development services and 4) product licensing agreements.

The following table disaggregates the Company’s revenue by type of contract:

	Three Months Ended March 31,				Nine Months Ended March 31,
	2021		2020		2021		2020
Pioneer product sales	$	8,507,062	$	11,203,883	$	14,198,857	$	17,611,005
Other product sales		22,987,351		16,857,379		45,267,007		34,368,929
Services		882,284		1,030,622		1,817,550		1,737,508
	$	32,376,697	$	29,091,884	$	61,283,414	$	53,717,442

Pioneer Product Sales

In the three and nine months ended March 31, 2021 and 2020, Pioneer product sales consisted of product shipments to Corteva under the termination agreement discussed in Note 4.

Licensing

Contemporaneously with the termination in Note 4, the Company entered into a license with Corteva, under which Corteva received a fully pre-paid, exclusive license to produce and distribute certain of the Company's alfalfa seed varieties world-wide (except South

America). The licensed seed varieties include certain of the Company's existing commercial conventional (non-GMO) alfalfa varieties and six pre-commercial dormant alfalfa varieties.

Other Product Sales

Revenue from other product sales is recognized at the point in time at which control of the product is transferred to the customer. Generally, this occurs upon shipment of the product. Pricing for such transactions is negotiated and determined at the time the contracts are signed. We have elected the practical expedient that allows us to account for shipping and handling activities as a fulfillment cost, and we accrue those costs when the related revenue is recognized.

The Company has certain contracts with customers that offer a limited right of return on certain branded products. The products must be in an unopened and undamaged state and must be resalable in the sole opinion of the Company to qualify for refund. Returns are only accepted on product received by August 31^st of the current sales year. The Company uses a historical returns percentage to estimate the refund liability and records a reduction of revenue in the period in which revenue is recognized.

Services

Revenue from milling, conditioning, treating and packaging services, which are performed on the customer's product, is recognized as services are completed and the milled product is delivered to the customer.

Revenue from research and development services is recognized over time as the services are performed. R&D services are generally paid for in advance. During the three and nine months ended March 31, 2021, R&D revenue relates to a single contract in which the customer may decide annually whether to continue the arrangement. Revenue is recognized straight-line over time, as services are expected to be provided roughly evenly throughout the year.

Payment Terms and Related Balance Sheet Accounts

Accounts receivable represent amounts that are payable to the Company by its customers subject only to the passage of time. Payment terms on invoices are generally 30 to 120 days for export customers and end of sales season (September 30^th) for branded products sold within the United States. As the period between the transfer of goods and/or services to the customer and receipt of payment is less than one year, the Company does not separately account for a financing component in its contracts with customers.

Unbilled receivables represent contract assets that arise when the Company has partially performed under a contract but is not yet able to invoice the customer until the Company has made additional progress. Unbilled receivables arose from the distribution and production agreements for which the Company recognized revenue over time, as the Company bills for these arrangements upon product delivery, while revenue was recognized, as described above, as costs were incurred. Unbilled receivables may arise as much as three months before billing is expected to occur. Unbilled receivables are generally expected to be generated in the first and second fiscal quarters, and to be billed in the second, third and fourth fiscal quarters.

Losses on accounts receivable and unbilled receivables are recognized if and when it becomes probable that amounts will not be paid. These losses are reversed in subsequent periods if these amounts are paid. During the three months ended March 31, 2021, the Company recognized a net gain from collections on amounts previously written off to bad debt expense of $202,090. During the nine months ended March 31, 2021, the Company recognized a net gain from collections on amounts previously written off to bad debt expense of $234,270.

Deferred revenue represents payments received from customers in advance of completion of the Company's performance obligation. During the three and nine months ended March 31, 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.

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. As of March 31, 2021, the estimated fair value of the contingent consideration is $4,509,011. The key assumptions in applying the Monte Carlo simulation as of March 31, 2021 were as follows: 8% present value discount factor and an underlying net income volatility of 30%. The values and useful lives of the acquired intangibles are as follows:

	Estimated Useful Life (Years)	Estimated Fair Value
Trade names	5	$	402,215
Customer relationships	20		5,143,084
Total identifiable intangible assets		$	5,545,299

The Company incurred acquisitions costs of $476,454 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 PG acquisition are included in our consolidated financial statements from the date of acquisition through March 31, 2021.

The following unaudited pro forma financial information presents results as if the PG Acquisition occurred on July 1, 2019.

	Nine Months Ended
	March 31, 2020
Revenue	$	62,912,342
Net loss	$	(15,543,252	)

For purposes of the pro forma disclosures above, the primary adjustments for the nine months ended March 31, 2020 include the amortization of acquired intangibles of $245,780.

NOTE 7 – GOODWILL AND INTANGIBLE ASSETS

The Company acquired Pasture Genetics in February 2020, and recorded goodwill of $1,452,436, as part of this transaction. The Company performed a quantitative assessment of goodwill at June 30, 2020 on its one reporting unit and determined that goodwill was not impaired.

The following table summarizes the activity of goodwill for the nine months ended March 31, 2021 and the year ended June 30, 2020, respectively.

Balance at

July 1, 2020

Additions

Impairment

Currency Translation Adjustment

Balance at

March 31, 2021

Goodwill

1,508,675

—

168,511

1,677,186

Balance at

July 1, 2019

Additions

Impairment

Currency Translation Adjustment

Balance at

June 30, 2020

Goodwill

—

1,452,436

—

56,239

1,508,675

Intangible assets consist of the following:

	Balance at July 1, 2020		Additions			Impairment		Amortization			Currency Translation Adjustment		Balance at March 31, 2021
Trade name	$	1,479,278	$	—		$	—	$	(154,217	)	$	42,440	$	1,367,501
Customer relationships		6,187,086		—			—		(278,793	)		575,520		6,483,813
Non-compete		21,312		—			—		(12,603	)		—		8,709
GI customer list		57,310		—			—		(5,373	)		—		51,937
Supply agreement		926,507		—			—		(56,725	)		—		869,782
Grower relationships		1,542,393		—			—		(79,054	)		—		1,463,339
Intellectual property		25,415,665		388,499			—		(1,029,591	)		—		24,774,573
In process research and development		380,000		(380,000	)		—		—			—		—
License agreement		2,300,059		—			—		(131,038	)		252,576		2,421,597
Internal use software		474,448		—			—		(50,833	)		—		423,615
	$	38,784,058	$	8,499		$	—	$	(1,798,227	)	$	870,536	$	37,864,866

	Balance at July 1, 2019		Additions		Impairment		Amortization			Currency Translation Adjustment		Balance at June 30, 2020
Trade name	$	1,205,346	$	402,215	$	—	$	(139,999	)	$	11,716	$	1,479,278
Customer relationships		1,055,747		5,143,084		—		(202,197	)		190,452		6,187,086
Non-compete		30,267		—		—		(8,955	)		—		21,312
GI customer list		64,475		—		—		(7,165	)		—		57,310
Distribution agreement		1,002,154		—		—		(75,647	)		—		926,507
Grower relationships		1,647,800		—		—		(105,407	)		—		1,542,393
Intellectual property		26,786,468		—		—		(1,370,803	)		—		25,415,665
In process research and development		380,000		—		—		—			—		380,000
License agreement		—		2,400,863		—		(135,295	)		34,491		2,300,059
Internal use software		542,227		—		—		(67,779	)		—		474,448
	$	32,714,484	$	7,946,162	$	—	$	(2,113,247	)	$	236,659	$	38,784,058

Amortization expense totaled $604,439 and $497,588 for the three months ended March 31, 2021 and 2020, respectively. Amortization expense totaled $1,798,227 and $1,509,259 for the nine months ended March 31, 2021 and 2020, respectively.

Estimated aggregate remaining amortization is as follows:

		2021				2022				2023				2024				2025				Thereafter
Amortization expense		$	604,364			$	2,464,356			$	2,386,616			$	2,364,081			$	2,352,531			$	27,692,918

Acquisition of Wheat Assets

On August 15, 2019, the Company entered into several agreements to effectuate the purchase of a wheat breeding program in Australia, from Dow AgroScience, or the Dow Wheat Acquisition. In the transaction, the Company acquired:

•

A 15 year prepaid license of germplasm. The license includes commercial, pre-commercial and experimental proprietary wheat populations.

•

The right, during the term of the license, to develop future varieties. The license does not transfer ownership of the existing varieties licensed, but the Company will own any future varieties developed.

•

An option to renew the license for five additional years.

•

Tangible fixed assets used in the wheat breeding program.

•

A contract with a service provider to promote existing commercialized wheat varieties covered by the license.

The wheat market in Australia operates under an End Point Royalty, or EPR, System in which the wheat variety owner earns a fixed royalty on every metric ton of grain produced. With the Wheat Acquisition, the Company has the right to collect EPR on commercialized wheat varieties included in its license.

The purchase price was approximately $2.6 million, which was paid in cash. The purchase price was allocated to the assets acquired based on the relative fair values of the license and fixed assets. $2.4 million was allocated to the license, which will be amortized over 15 years in accordance with the term of the agreement. The fair value of the license was determined using a discounted cash flow analysis. $0.2 million was allocated to the fixed assets, which have useful lives of 3 - 5 years.

The acquired assets did not meet the definition of a business in the Accounting Standards Codification.

NOTE 8 - PROPERTY, PLANT AND EQUIPMENT

Components of property, plant and equipment were as follows:

	March 31, 2021			June 30, 2020
Land and improvements	$	2,303,698		$	2,157,663
Buildings and improvements		8,060,576			10,014,879
Machinery and equipment		13,566,772			13,550,413
Vehicles		1,209,932			2,087,634
Leasehold improvements		552,810			552,810
Construction in progress		306,627			71,316
Total property, plant and equipment		26,000,415			28,434,715
Less: accumulated depreciation		(7,859,443	)		(7,940,403	)
Property, plant and equipment, net	$	18,140,972		$	20,494,312

Depreciation expense totaled $604,080 and $627,461 for the three months ended March 31, 2021 and 2020, respectively. Depreciation expense totaled $1,941,750 and $1,884,627 for the nine months ended March 31, 2021 and 2020, respectively.

NOTE 9 - DEBT

Total debt outstanding is presented on the consolidated balance sheet as follows:

	March 31, 2021			June 30, 2020
Working capital lines of credit
CIBC	$	15,591,179		$	11,205,664
National Australia Bank Limited		19,796,400			16,437,600
Debt issuance costs		(409,604	)		(660,000	)
Total working capital lines of credit, net	$	34,977,975		$	26,983,264
Current portion of long-term debt
Finance lease	$	858,789		$	809,632
Debt issuance costs		(5,861	)	$	(8,154	)
Term loan - National Australia Bank Limited		380,700			342,450
Machinery & equipment loans - National Australia Bank Limited		134,019			272,997
Vehicle loans - Toyota Finance		—			200,779
Secured real estate note - Conterra		218,362			202,374
Debt issuance costs		(39,556	)		(39,556	)
Total current portion, net		1,546,453			1,780,522
Long-term debt, less current portion
Finance lease		1,179,004			1,642,975
Debt issuance costs		(2,818	)		(6,923	)
Term loan - National Australia Bank Limited		3,045,600			3,082,050
Machinery & equipment loans - National Australia Bank Limited		360,887			396,404
Vehicle loans - Toyota Finance		—			313,470
Secured real estate note - Conterra		7,031,678			8,956,885
Debt issuance costs		(26,370	)		(56,038	)
Total long-term portion, net		11,587,981			14,328,823
Total debt, net	$	13,134,434		$	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 and May 12, 2021. As amended, the Loan Agreement provides for a $25.0 million revolving

credit facility, with an inventory sublimit of $12.5 million and an availability reserve of $7.5 million, which will further increase by $500 thousand on the last day of each month commencing November 1, 2020 until the total availability reserve reaches $10 million:

The following is a summary of certain terms of the CIBC Credit Facility:

•

Advances under the CIBC Credit Facility are to be used: (i) to 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, with a 1.0% LIBOR floor (both as defined in the Loan Agreement), generally at the Company’s option. In the event of a default, at the option of CIBC, the interest rate on all obligations owing will increase by 2% per annum over the rate otherwise applicable.

•

The CIBC Credit Facility is secured by a first priority perfected security interest in substantially all of the Borrowers’ assets (subject to certain exceptions), including intellectual property.

•

The Loan Agreement contains customary representations and warranties, affirmative and negative covenants and customary events of default that permit CIBC to accelerate the Company’s outstanding obligations under the Credit Facility, all as set forth in the Loan Agreement and related documents. The CIBC Credit Facility also contains customary and usual financial covenants imposed by CIBC.

Pursuant to the May 2021 amendment to the Loan Agreement, CIBC modified the Company’s fixed charge ratio financial covenants to require the Company to maintain a fixed charge coverage ratio equal to or greater than (i) 1.10 to 1.00 for the fiscal quarters ended March 31, 2021 and June 30, 2021 and (ii) 1.15 to 1.00 for each fiscal quarter thereafter. In addition, pursuant to the May 2021 amendment, in the event that the Company’s forecasted liquidity is less than $4,000,000 in any 12-month forecast delivered to CIBC, the Company will be required to raise equity in an amount equal to such deficiency at least 90 days prior to such forecasted liquidity shortfall. After giving effect to the May 2021 amendment, the Company was in compliance with the Loan Agreement for the fiscal quarter ended March 31, 2021.

As of March 31, 2021, there was approximately $6.2 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 a secured real estate note and a secured equipment note to Conterra. The secured equipment note was repaid in full on August 2018. The terms of the secured real estate note are as follows:

The secured real estate note was issued in the principal amount of $10.4 million, bears interest of 7.75 % per annum and is secured by a first priority security interest in the property, plant and fixtures located at the Company's Five Points, California and Nampa, Idaho production facilities and its Nampa, Idaho research facilities. On December 24, 2019, the Company signed an amendment to the Note that extended the maturity date to November 30, 2022, and revise the amounts payable under the note. Pursuant to the December 2019 amendment, the Company agreed to make (i) a principal and interest payment of approximately $515,711 on January 1, 2020; (ii) five consecutive semi-annual principal and interest payments of approximately $454,185, beginning on July 1, 2020; and (iii) a one-time final payment of approximately $8,957,095 on November 30, 2022. The Company may prepay the Secured Real Estate Note, in whole or in part, at any time. 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 (iii) 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 March 31, 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 $11,421,000).

In June 2020, S&W Australia executed documentation to consolidate the Pasture Genetics debt facility with NAB into its debt facilities with NAB. The documentation became effective in July 2020. The consolidated debt facilities with NAB provide for up to an aggregate of AUD $34,500,000 (USD $26,268,300) of credit as of March 31, 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 $2,000,000 (USD $1,522,800 at March 31, 2021) and (ii) a Borrowing Base Line having a credit limit of AUD $26,000,000 (USD $19,796,400 at March 31, 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 $2,284,200) for a three month period and extended the maturity date of the seasonal credit facility to June 30, 2022. As of March 31, 2021, the Borrowing Base Line accrued interest on Australian dollar drawings at approximately 3.2% per annum calculated daily. The Overdraft Facility permits S&W Australia to borrow funds on a revolving line of credit up to the credit limit. Interest accrues daily and is calculated by applying the daily interest rate to the balance owing at the end of the day and is payable monthly in arrears. As of March 31, 2021, the Overdraft Facility accrued interest at approximately 5.47% per annum calculated daily. As of March 31, 2021, AUD $26,000,000 (USD $19,796,400) was outstanding under S&W Australia’s seasonal credit facility with NAB. The seasonal credit facility is secured by a fixed and floating lien over all the present and future rights, property, and undertakings of S&W Australia.

•

S&W Australia has a flexible rate loan, or the Term Loan, in the amount of AUD $4.5 million (USD $3,426,300 at March 31, 2021). Required annual principal payments of AUD $500,000 on the Term Loan commenced on November 30, 2020, with the remainder of any unpaid balance becoming due on March 31, 2025. Monthly interest amounts outstanding under the Term Loan will be payable in arrears at a floating rate quoted by NAB for the applicable pricing period, plus 2.6%. The Term Loan is secured by a lien on all the present and future rights, property, and undertakings of S&W Australia.

•

S&W Australia finances certain equipment purchases under a master asset finance facility with NAB. The master asset finance facility has various maturity dates, beginning in August 2021 through March 2026 and have interest rates ranging from 2.86% to 5.31%. The credit limit under the facility is AUD $2,000,000 (USD $1,522,800) at March 31, 2021. As of March 31, 2021, AUD $649,995 (USD $494,906) 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 March 31, 2021, AUD $0 (USD $0) was outstanding under this facility.

S&W Australia was in compliance with all debt covenants under the debt facilities with NAB at March 31, 2021.

The annual maturities of short-term and long-term debt are as follows:

Fiscal Year	Amount
Remaining in 2021	$	237,883
2022		1,566,381
2023		8,280,642
2024		697,512
2025		2,363,961
Thereafter		62,660
Total	$	13,209,039

NOTE 10 - FOREIGN CURRENCY CONTRACTS

The Company’s subsidiary, S&W Australia, is exposed to foreign currency exchange rate fluctuations in the normal course of its business, which the Company manages through the use of foreign currency forward contracts. These foreign currency contracts are not

designated as hedging instruments; accordingly, changes in the fair value are recorded in current period earnings. These foreign currency contracts had a notional value of $6,051,403 at March 31, 2021, with maturities ranging from April to June 2021.

The Company records an asset or liability on the consolidated balance sheet for the fair value of the foreign currency forward contracts. The foreign currency contract assets totaled $75,281 at March 31, 2021 and foreign currency contract liabilities totaled $35,218 at June 30, 2020. The Company recorded a loss on foreign exchange contracts of $395,381 and $476,224, which is reflected in cost of revenue for the three months ended March 31, 2021 and 2020, respectively. The Company recorded a gain on foreign exchange contracts of $94,123 and a loss of $402,546, which is reflected in cost of revenue for the nine months ended March 31, 2021 and 2020, respectively.

NOTE 11 - COMMITMENTS AND CONTINGENCIES

Contingencies

Based on information currently available, management is not aware of any other matters that would have a material adverse effect on the Company's financial condition, results of operations or cash flows.

Legal Matters

The Company may be subject to various legal proceedings from time to time. The results of any future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors. Any current litigation is considered immaterial and counter claims have been assessed as remote.

NOTE 12 - EQUITY-BASED COMPENSATION

Equity Incentive Plans

In October 2009 and January 2010, the Company's Board of Directors and stockholders, respectively, approved the 2009 Equity Incentive Plan, or as amended and/or restated from time to time, the 2009 Plan. The plan authorized the grant and issuance of options, restricted shares and other equity compensation to the Company's directors, employees, officers and consultants, and those of the Company's subsidiaries and parent, if any. In October 2012 and December 2012, the Company's Board of Directors and stockholders, respectively, approved the amendment and restatement of the 2009 Plan, including an increase in the number of shares available for issuance as grants and awards under the Plan to 1,250,000 shares. In September 2013 and December 2013, the Company's Board of Directors and stockholders, respectively, approved the amendment and restatement of the 2009 Plan, including an increase in the number of shares available for issuance as grants and awards under the Plan to 1,700,000 shares. In September 2015 and December 2015, the Company's Board of Directors and stockholders, respectively, approved the amendment and restatement of the 2009 Plan, including an increase in the number of shares available for issuance as grants and awards under the Plan to 2,450,000 shares.

In December 2018 and January 2019, the Company's Board of Directors and stockholders, respectively, approved the 2019 Equity Incentive Plan, or the 2019 Plan, as a successor to and continuation of the 2009 Plan. In October 2020 and December 2020, the Company’s Board of Directors and stockholders approved, respectively, the amendment to the 2019 Plan to increase the number of shares available for issues as grants and awards by 4,000,000 shares. Subject to adjustment for certain changes in the Company's capitalization, the aggregate number of shares of the Company's common stock that may be issued under the 2019 Plan, as amended, will not exceed 8,243,790 shares, which is the sum of (i) 4,000,000 new shares, (ii) 2,750,000 additional shares that were reserved as of the effective date of the 2019 Plan, (iii) 350,343 shares (the number of unallocated shares that were available for grant under the 2009 Plan as of January 16, 2019, the effective date of the 2019 Plan), plus (iv) 1,143,447 shares, which is the number of shares subject to outstanding stock awards granted under the 2009 Plan that on or after the effective date of the 2019 Plan may expire or terminate for any reason prior to exercise or settlement, are forfeited because of the failure to meet a contingency or condition required to vest such shares or otherwise return to us, or are reacquired, withheld or not issued to satisfy a tax withholding obligation in connection with an award or to satisfy the purchase price or exercise price of a stock award.

The term of incentive stock options granted under the Company’s equity incentive plans may not exceed ten years, or five years for incentive stock options granted to an optionee owning more than 10% of the Company's voting stock. The exercise price of options granted under the Company’s equity incentive plans must be equal to or greater than the fair market value of the shares of the common stock on the date the option is granted. An incentive stock option granted to an optionee owning more than 10% of voting stock must have an exercise price equal to or greater than 110% of the fair market value of the common stock on the date the option is granted.

The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. Stock options issued to non-employees are accounted for at their estimated fair value. The fair value of options

granted to non-employees is re-measured as they vest. The Company amortizes stock-based compensation expense on a straight-line basis over the requisite service period.

The Company utilizes a Black-Scholes-Merton option pricing model, which includes assumptions regarding the risk-free interest rate, dividend yield, life of the award, and the volatility of the Company's common stock to estimate the fair value of employee options grants.

Weighted average assumptions used in the Black-Scholes-Merton model are set forth below:

	March 31,
	2021			2020
Risk free rate	0.2% - 0.3%			1.5% - 1.6%
Dividend yield		0	%		0	%
Volatility	55.2% - 58.1%			39.4% - 44.2%
Average forfeiture assumptions	2.3%				2.7	%

During the nine months ended March 31, 2021, the Company granted options to purchase 976,924 shares of its common stock to certain of its Directors, members of the executive management team and other employees at exercise prices ranging from $2.41 - $2.48 per share. These options vest in either quarterly or annual periods over one to three years, and expire ten years from the date of grant.

A summary of stock option activity for the nine months ended March 31, 2021 and the year ended June 30, 2020 is presented below:

	Number Outstanding			Weighted - Average Exercise Price Per Share		Weighted- Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Outstanding at June 30, 2019		1,122,752		$	3.55		8.0	$	34,135
Granted		1,899,934			2.36		—		—
Exercised		—			—		—		—
Canceled/forfeited/expired		(146,792	)		4.12		—		—
Outstanding at June 30, 2020		2,875,894			2.74		8.6		22,409
Granted		976,924			2.41		4.3		—
Exercised		—			—		—		—
Canceled/forfeited/expired		(10,260	)		2.94		—		—
Outstanding at March 31, 2021		3,842,558			2.64		8.2		4,039,044
Options vested and exercisable at March 31, 2021		1,763,303			2.92		7.3		1,486,251
Options vested and expected to vest as of March 31, 2021		3,834,292		$	2.64		8.2	$	4,028,817

The weighted average grant date fair value of options granted and outstanding at March 31, 2021 was $1.00. At March 31, 2021, the Company had $1,617,259 of unrecognized stock compensation expense, net of estimated forfeitures, related to the options under the 2009 and 2019 Plans, which will be recognized over the weighted average remaining service period of 2.0 years. The Company settles employee stock option exercises with newly issued shares of common stock.

During the nine months ended March 31, 2021, the Company issued 281,206 restricted stock units to its directors, certain members of the executive management team, and other employees. The restricted stock units have varying vesting periods ranging from immediate vesting to quarterly or annual installments over one to three-years. The fair value of the awards granted during the nine months ended March 31, 2021 and 2020 totaled $714,368 and $909,379, respectively, and was based on the closing stock price on the date of grants.

The Company recorded $640,350 and $332,361 of stock-based compensation expense associated with grants of restricted stock units during the nine months ended March 31, 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		281,206			2.54		2.8
Vested		(285,917	)		2.30		—
Forfeited		—			—		—
Nonvested restricted units outstanding at March 31, 2021		392,092		$	2.51		1.4

At March 31, 2021, the Company had $768,348 of unrecognized stock compensation expense related to the restricted stock units, which will be recognized over the weighted average remaining service period of 1.4 years.

At March 31, 2021, there were 3,607,678 shares available under the 2019 Plan for future grants and awards.

Stock-based compensation expense recorded for stock options, restricted stock grants and restricted stock units for the three months ended March 31, 2021 and 2020, totaled $421,814 and $325,587, respectively. Stock-based compensation expense recorded for stock options, restricted stock grants and restricted stock units for the nine months ended March 31, 2021 and 2020, totaled $1,303,439 and $794,191, respectively.

NOTE 13 – EQUITY

On September 23, 2020, the Company entered into an At Market Issuance Sales Agreement, or the ATM Agreement, with B. Riley Securities, Inc., or B Riley, under which the Company may offer and sell from time to time, at its sole discretion, shares of its common stock having an aggregate offering price of up to $14 million through B. Riley as its sales agent. The Company agreed to pay B. Riley a commission of 3.5% of the gross proceeds of the sales price per share of any common stock sold through B. Riley under the 2020 ATM Agreement. For the nine months ended March 31, 2021, the Company received gross proceeds of approximately $5.5 million from the sale of 1,580,220 shares of its common stock pursuant to the ATM Agreement. As of March 31, 2021, the Company had $8.5 million remaining under the ATM Agreement.

In December 2020, the Company’s shareholders approved the amendment to the Company’s Articles of Incorporation to increase the authorized number of shares of common stock from 50,000,000 shares to 75,000,000 shares.

NOTE 14 - NON-CASH ACTIVITIES FOR STATEMENTS OF CASH FLOWS

The below table represents supplemental information to the Company's consolidated statements of cash flows for non-cash activities during the nine months ended March 31, 2021 and 2020, respectively.

Nine Months Ended

March 31,

2021

2020

Purchases of equipment classified as finance lease

(381,464

)

(396,680

)

NOTE 15 – PAYCHECK PROTECTION PROGRAM

In response to the COVID-19 pandemic, the Payment Protection Program, or PPP, was established under the Coronavirus Aid, Relief and Economic Security Act, or the CARES Act and administered by the U.S. Small Business Administration, or SBA. Companies who met the eligibility requirements set forth by the PPP could qualify for PPP loans. If the loan proceeds are fully utilized to pay

qualified expenses, the full principal amount of the PPP loan, along with any accrued interest, may qualify for loan forgiveness, subject to potential reduction based on the level of full-time employees maintained by the organization.

In April 2020, the Company received a loan of $1,958,600 under the PPP loan provided by CIBC. The loan bears interest at 1.0%, with principal and interest payments deferred for the first six months of the loan. After that, the loan and interest would be paid back over a period of 18 months, if the loan is not forgiven under the terms of the PPP.

When it applied for the loan, the Company believed it would qualify to have the loan forgiven under the terms of the PPP, and therefore considered the loan to be substantively a conditional government grant. The Company performed calculations for PPP loan forgiveness, and expected that the PPP loan would 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 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 followed 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 believed there was reasonable assurance it would 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 March 31, 2021 or June 30, 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.

NOTE 16 - SUBSEQUENT EVENTS

From April 1, 2021 through May 12, 2021, the Company received gross proceeds of approximately $5.4 million from the sale of 1,427,795 shares of its common stock pursuant to the ATM Agreement.

On May 12, 2021, the Company entered into a Third Amendment to Loan and Security Agreement with CIBC, which amended the Loan Agreement. Pursuant to the amendment, among other things (i) CIBC modified the Company’s fixed charge coverage ratio financial covenants under the Loan Agreement to require that the Company maintain a fixed charge coverage ratio equal to or greater than (a) 1.10 to 1.00 for the fiscal quarters ended March 31, 2021 and June 30, 2021 and (b) 1.15 to 1.00 for each fiscal quarter thereafter; and (ii) in the event that the Company’s forecasted liquidity is less than $4,000,000 in any 12-month forecast delivered to CIBC, the Company will be required to raise equity in an amount equal to such deficiency at least 90 days prior to such forecasted liquidity shortfall. Except as modified by the foregoing amendment, all terms and conditions of the loan agreement with CIBC remain in full force and effect.

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q. In addition to our historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements as referred to on page 2 of this Quarterly Report on Form 10-Q. Factors that could cause or contribute to these differences include those discussed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2020, particularly in Part I, Item 1A, “Risk Factors”.

Executive Overview

We are a global multi-crop, middle-market agricultural seed company. We are market leaders in the breeding, production and sale of alfalfa seed and sorghum seed. We also have a growing commercial market presence in sunflower, wheat and pasture seed and maintain an active stevia development program.

Our seed platform develops and supplies high quality germplasm designed to produce higher yields for farmers worldwide. We sell over 500 seed products in more than 40 countries. We maintain an active product pipeline and expect to introduce more than 25 new products during the 2021-2022 fiscal years.

Founded in 1980, we began our operations as a limited producer of non-dormant alfalfa seed varieties bred for warm climates and high-yields, including varieties that can thrive in poor, saline soils. Over the years we have built a diversified, global agricultural platform through a combination of organic growth and strategic acquisitions and collaborations, including:

•

Our 2012 acquisition of Imperial Valley Seeds, Inc., which enabled us to expand production of non-GMO alfalfa seed into California's Imperial Valley, thereby ensuring a non-GMO uncontaminated source of alfalfa seed due to the prohibition on growing GMO crops in the Imperial Valley, as well as enabling us to diversify our production areas and distribution channels;

•

Our 2012 acquisition of a portfolio of dormant alfalfa germplasm, which launched our entry into the dormant alfalfa market;

•

Our 2013 acquisition of Seed Genetics International Pty Ltd (now S&W Seed Company Australia Pty Ltd, or S&W Australia), the leading producer of non-dormant alfalfa seed in South Australia, which made us the largest non-dormant alfalfa seed company in the world, with production capabilities in both hemispheres;

•

Our 2014 acquisition of alfalfa production and research facility assets and conventional (non-GMO) alfalfa germplasm from Pioneer Hi-Bred International, Inc., or Pioneer, now a subsidiary of Corteva Agriscience, Inc., which we jointly refer to as Corteva, which substantially broadened and improved our dormant alfalfa germplasm portfolio and deepened our production, research and product development capabilities;

•

Our 2016 acquisition of the business and assets of SV Genetics Pty Ltd, a developer of proprietary hybrid sorghum and sunflower seed germplasm, which expanded our crop focus into two areas which we believe have high global growth potential;

•

Our 2018 acquisition of the assets of Chromatin, Inc. and related companies, which positioned us to become a global leader in the hybrid sorghum seed market and enhanced our distribution channels both internationally and within a U.S.-based farmer-dealer network;

•

Our 2018 joint venture with AGT Foods Africa Proprietary Limited and 2019 joint venture with Zaad Holdings Limited, both based in South Africa, each of which were formed to produce our hybrid sunflower, grain sorghum and forage sorghum seed in Africa for sale in Africa, the Middle East and Europe;

•

Our 2019 license of commercialized and developmental wheat germplasm from Corteva, through which we entered the largest grain crop market in Australia;

•

Our 2020 acquisition of Pasture Genetics Ltd., or Pasture Genetics, the third largest pasture seed company in Australia, which further diversified our product offerings in Australia and strengthened our Australian sales team and distribution relationships;

•

Our 2020 collaboration with ADAMA Ltd., or ADAMA, a subsidiary of China National Chemical Engineering Co Ltd., or ChemChina, to bring to the U.S. sorghum market the DoubleTeam™ grassy weed management system, consisting of ADAMA’s proprietary herbicides and our non-GMO, herbicide tolerant sorghum hybrids; and

•

Our 2020 licensing agreement with The Agricultural Alumni Seed Improvement Association, Inc., an affiliate of Purdue University in West Lafayette, IN, to develop and commercialize worldwide a non-GMO, dhurrin-free trait in sorghum species, which essentially eliminates potential livestock death from hydrogen cyanide poisoning when grazing sorghum.

In 2019, we restructured our relationship with Corteva, under which, among other things:

•	We received $45.0 million in fiscal 2019, approximately $16.7 million in fiscal 2020 and approximately $8.3 million in fiscal 2021.

•

Corteva received a fully pre-paid, exclusive license to produce and distribute certain of our alfalfa varieties world-wide (except South America). The licensed varieties include certain of our existing commercial conventional (non-GMO) alfalfa varieties and six pre-commercial dormant alfalfa varieties. Corteva received no license to our other commercial alfalfa varieties or pre-commercial alfalfa pipeline products and no rights to any future products developed by us.

•	We assigned to Corteva grower production contract rights, and Corteva assumed grower production contract obligations, related to the licensed and certain other alfalfa varieties.

•

Our prior Distribution Agreement, related to conventional (non-GMO) alfalfa varieties, and Contract Alfalfa Production Services Agreement, related to GMO-traited alfalfa varieties, with Corteva both terminated. Under the Distribution Agreement, Corteva was obligated to make minimum annual purchases from us.

As a result of the 2018 Chromatin acquisition, the 2019 restructuring of our relationship with Corteva, and our February 2020 acquisition of Pasture Genetics, we expect that our results of operations for fiscal 2021 and future periods will differ significantly from prior periods as the mix of our product portfolio rebalances away from a reliance on alfalfa sales (sales of alfalfa seed to Corteva totaled $19.7 million and $37.6 million during the year ended June 30, 2020 and 2019) to a more diverse product mix. We have generated alfalfa seed revenue of $14.2 million from Corteva in fiscal 2021 through March 2021. We do not expect any other significant revenue from sales to Corteva in the future.

COVID-19 Update

We are closely monitoring the impact of the COVID-19 global pandemic on our business and have implemented measures designed to protect the health and safety of our workforce, including a voluntary work-from-home policy for employees who can perform their jobs offsite. We are continuing our activities and are taking precautionary measures to protect our employees working in our facilities.

As the COVID-19 pandemic continues to affect the areas in which we operate, we believe the outbreak could have a negative impact on our sales, operating results and financial condition. The extent of the impact of the COVID-19 pandemic on our sales, operating results and financial condition will depend on certain developments, including the duration and spread of the outbreak, impact on our customers, employees and vendors, all of which are uncertain and cannot be predicted.

Our 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 our target markets implemented various stay-at-home, shelter-in-place and other quarantine measures in response to the COVID-19 pandemic. As a result, we have shifted our sales activities to video conferencing and similar customer interaction models and we continue to evaluate our sales approach, but we have found these alternative approaches to generally be less effective than in-person sales efforts. In particular, our sales cycle is highly seasonal, and the majority of our sales season activities for the United States and Australia are typically concentrated between March and June each year. If ongoing measures designed to protect against COVID-19 remain in effect throughout the 2021 sales season, we may experience similar negative impacts that we experienced during the 2020 sales season.

In addition, our product revenue is predicated on our 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 our distribution and supply channels. If our customers delay or decrease their orders due to potential disruptions in our distribution and supply channels, this would adversely affect our product revenue. During the three months ended March 31, 2021, we experienced numerous logistical challenges due to limited availability of trucks for product deliveries, congestion at the ports, and overall rising costs of shipping and transportation costs. We expect these logistical challenges to persist for the remainder of fiscal 2021 and potentially into fiscal 2022.

Given these uncertainties, at this time we cannot reasonably estimate the overall impact of the COVID-19 pandemic on our business, operating results and financial condition.

Components of Our Statements of Operations Data

Revenue and Cost of Revenue

Product and Other Revenue

We derive most of our revenue from the sale of our proprietary seed varieties and hybrids. We expect that over the next several years, a substantial majority of our revenue will be generated from the sale of alfalfa, sorghum, sunflower and pasture seed, although we are continually assessing other possible product offerings or means to increase revenue, including expanding into other, higher margin crops.

The mix of our product offerings will continue to change over time with the introduction of new seed varieties and hybrids resulting from our robust research and development efforts, including our potential expansion into gene-edited products in future periods, and our strategic acquisitions.

Our revenue will fluctuate depending on the timing of orders from our customers and distributors. Because some of our large customers and distributors order in bulk only one or two times per year, our product revenue can fluctuate significantly from period to period. However, some of this fluctuation is offset by having operations in both the northern and southern hemispheres.

Our stevia breeding program has yet to generate any meaningful revenue. However, management continues to evaluate this portion of our business and assess various means to monetize the results of our effort to breed new, better-tasting stevia varieties. Such potential opportunities include possible licensing agreements and royalty-based agreements.

Cost of Revenue

Cost of revenue relates to sale of our seed products and consists of the cost of procuring seed, plant conditioning and packaging costs, direct labor and raw materials and overhead costs.

Operating Expenses

Research and Development Expenses

Research and development expenses consist of costs incurred in the discovery, development, breeding and testing of new products incorporating the traits we have specifically selected. These expenses consist primarily of employee salaries and benefits, consultant services, land leased for field trials, chemicals and supplies and other external expenses.

Overall, we have been focused on controlling research and development expenses, while balancing that objective against the recognition that continued advancement in product development is an important part of our strategic planning. We intend to focus our resources on high value activities. For alfalfa seed, we plan to invest in further development of differentiating forage quality traits. For sorghum, we plan to invest in higher value grain products, proprietary herbicide tolerance traits and improved safety and palatability in forage products. We expect our research and development expenses will fluctuate from period to period as a result of the timing of various research and development projects.

Our internal research and development costs are expensed as incurred, while third-party research and developments 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 construed for research and development activities that have alternative future uses are capitalized and depreciated on a straight-line basis over the estimated useful life of the asset.

Selling, General and Administrative Expenses

Selling, general, and administrative expenses consist primarily of employee costs, including salaries, employee benefits and share-based compensation, as well as professional service fees, insurance, marketing, travel and entertainment expense, public company expense and other overhead costs. We proactively take steps on an ongoing basis to control selling, general and administrative expense as much as is reasonably possible.

Depreciation and Amortization

We amortize intangible assets, including those acquired from Pasture Genetics in 2020, Chromatin in 2018 and from SV Genetics in May 2016, using the straight-line method over the estimated useful life of the asset, consisting of periods of 3-30 years for technology/IP/germplasm, 5-20 years for customer relationships and trade names and 3-20 years for other intangible assets. Property,

plant and equipment is depreciated using the straight-line method over the estimated useful life of the asset, consisting of periods of 5-35 years for buildings, 2-20 years for machinery and equipment and 2-5 years for vehicles.

Other Expense

Other expense consists primarily of foreign currency gains and losses, change in contingent consideration obligation, changes in the estimated fair value of assets held for sale and interest expense in connection with amortization of debt discount. Interest expense primarily consists of interest costs related to outstanding borrowings on our working capital credit facilities and our financing with Conterra Agricultural Capital, LLC, or Conterra.

Provision (Benefit) for Income Taxes

Our effective tax rate is based on income, statutory tax rates, differences in the deductibility of certain expenses and inclusion of certain income items between financial statement and tax return purposes, and tax planning opportunities available to us in the various jurisdictions in which we operate. Under U.S. GAAP, if we determine that a tax position is more likely than not of being sustained upon audit, based solely on the technical merits of the position, we recognize the benefit. Tax regulations require certain items to be included in the tax return at different times than when those items are required to be recorded in the consolidated financial statements. As a result, our effective tax rate reflected in our consolidated financial statements is different from that reported in our tax returns. Some of these differences are permanent, such as meals and entertainment expenses that are not fully deductible on our tax return, and some are temporary differences, such as depreciation expense. Temporary differences create deferred tax assets and liabilities. Deferred tax assets generally represent items that can be used as a tax deduction or credit in our tax return in future years for which we have already recorded the tax benefit in our consolidated statements of operations. In the fourth quarter of fiscal year 2017, we recorded a valuation allowance against all our deferred tax assets. The full valuation allowance was recorded during the fiscal year 2017 because of changes to our operating results and future projections, resulting from a decline in export sales to Saudi Arabia. As a result, we do not believe that it is more likely than not that our deferred tax assets will be realized.

Results of Operations

Three Months Ended March 31, 2021 Compared to the Three Months Ended March 31, 2020

Revenue and Cost of Revenue

Revenue for the three months ended March 31, 2021 was $32.4 million compared to $29.1 million for the three months ended March 31, 2020. The $3.3 million increase in revenue for the three months ended March 31, 2021 was primarily due to the Pasture Genetics business acquired in February 2020 and partially offset by a decrease in product revenue from Pioneer. During the three months ended March 31, 2021 we recorded sales of $8.5 million to Pioneer, which was a decrease of $2.7 million from recorded sales of $11.2 million for the three months ended March 31, 2020. As of March 31, 2021, we have fully recorded all revenue from Pioneer under its agreement announced in May 2019.

Core Revenue (which we define as total revenue, excluding product revenue attributable to Pioneer) for the three months ended March 31, 2021 was $23.9 million compared to Core Revenue for the three months ended March 31, 2020 of $17.9 million, representing an increase of $6.0 million or 33.5%. Due to the revised agreements with Pioneer in May 2019, we plan to provide Core Revenue as a metric to track performance of our business until product revenue attributable to our revised agreements with Pioneer is no longer reflected in comparisons between fiscal periods. The increase in Core Revenue for the three months ended March 31, 2021 can be primarily attributed to $5.4 million from the recently acquired Pasture Genetics operations as well as growth in Asia and South Africa.

Sales into international markets represented 52% and 38% of our total revenue during the three months ended March 31, 2021 and 2020, respectively. Domestic revenue accounted for 48% and 62% of our total revenue for the three months ended March 31, 2021 and 2020, respectively. The decrease in domestic revenue as a percentage of total revenue is primarily attributable to the Pasture Genetics operation which was acquired in February 2020.

The following table shows revenue from external sources by destination country:

	Three Months Ended March 31,
	2021				2020
United States	$	15,672,861	48	%	$	17,971,919	62	%
Australia		11,426,369	35	%		6,657,668	23	%
Saudi Arabia		324,000	1	%		373,560	1	%
Pakistan		444,353	1	%		301,515	1	%
South Africa		946,631	3	%		482,414	2	%
Mexico		70,000	0	%		520,614	2	%
China		1,366,381	4	%		281,287	1	%
Argentina		—	0	%		220,372	1	%
France		—	0	%		863,511	3	%
Libya		306,000	1	%		152,980	1	%
Other		1,820,102	7	%		1,266,044	3	%
Total	$	32,376,697	100	%	$	29,091,884	100	%

Cost of revenue of $26.2 million for the three months ended March 31, 2021 was equal to 80.9% of total revenue for the three months ended March 31, 2021, while the cost of revenue of $22.7 million for the three months ended March 31, 2020 was equal to 77.9% of total revenue for the three months ended March 31, 2020. Cost of revenue for the three months ended March 31, 2021 and 2020 included inventory write-downs of $0.3 million and $0.6 million, respectively. The write-down of inventory during the three months ended March 31, 2021 and 2020 related to certain inventory lots that deteriorated in quality and germination rates during the quarter.

Gross profit margin for the three months ended March 31, 2021 was 19.1% compared to 22.1% in the three months ended March 31, 2020. The decrease in gross margin for the three months ended March 31, 2021 is primarily driven by compressed gross margins in Australia due to sales mix as the quarter had a higher concentration of lower margin forage cereal products. During the three months ended March 31, 2021, the Company experienced numerous logistical challenges due to limited availability of trucks for product deliveries, congestion at the ports, and overall rising costs increases of shipping and transportation costs. The Company expects these logistical challenges to persist for the remainder of fiscal 2021 and potentially into fiscal 2022.

Selling, General and Administrative Expenses

Selling, General and Administrative, or SG&A, expense for the three months ended March 31, 2021 totaled $5.8 million compared to $5.9 million for the three months ended March 31, 2020. The $0.1 million decrease in SG&A expense versus the comparable period of the prior year was primarily due to various cost reductions partially offset by $0.7 million from our newly acquired Pasture Genetics operations which occurred in February 2020. As a percentage of revenue, SG&A expenses were 17.9% for the three months ended March 31, 2021, compared to 20.3% for the three months ended March 31, 2020.

Research and Development Expenses

Research and development expenses for the three months ended March 31, 2021 totaled $2.4 million compared to $2.0 million for the three months ended March 31, 2020. The $0.4 million increase in research and development expense versus the comparable period of the prior year was driven by additional research and development activities incurred in due to our additional investment in wheat, hybrid sunflower and sorghum programs.

Depreciation and Amortization

Depreciation and amortization expense for the three months ended March 31, 2021 was $1.3 million compared to $1.2 million for the three months ended March 31, 2020. Included in these amounts was amortization expense for intangible assets, which totaled $0.5 million for the three months ended March 31, 2021 and $0.5 million for the three months ended March 31, 2020. The $0.1 million increase in depreciation and amortization expense over the comparable period of the prior year was primarily driven by $0.1 million of expense associated with our February 2020 acquisition of Pasture Genetics.

Foreign Currency Loss

We recorded a foreign currency loss of $0.1 million for the three months ended March 31, 2021 compared to a loss of $0.1 million for the three months ended March 31, 2020. The foreign currency gains and losses are primarily associated with S&W Australia and S&W Hungary, our wholly-owned subsidiaries.

Change in Contingent Consideration Obligation

The contingent consideration obligation is considered a level 3 fair value financial instrument and will be measured at each reporting period. The $0.7 million non-cash change in contingent consideration obligation for the quarter ended March 31, 2021 represents the decrease in the estimated fair value of the contingent consideration obligation associated with the February 2020 Pasture Genetics acquisition.

Interest Expense - Amortization of Debt Discount

Non-cash amortization of debt discount expense for the three months ended March 31, 2021 was $0.1 million compared to $0.1 million for the three months ended March 31, 2020. The expense in both periods represents the amortization of the debt issuance costs associated with our working capital facilities, our secured property note, and our equipment finance leases.

Interest Expense

Interest expense for the three months ended March 31, 2021 totaled $0.6 million compared to $0.4 million for the three months ended March 31, 2020. Interest expense for the three months ended March 31, 2021 primarily consisted of interest incurred on the working capital credit facilities with CIBC and NAB, the secured property loan entered in November 2017, and equipment finance leases. Interest expense for the three months ended March 31, 2020 primarily consisted of interest incurred on the working capital credit facilities with CIBC and NAB, the secured property loan entered in November 2017, and equipment finance leases. The $0.2 million increase in interest expense for the three months ended March 31, 2021 was primarily driven by higher interest resulting from increased levels of borrowing on the working capital credit facilities.

Provision for Income Taxes

Income tax benefit totaled $0.3 million for the three months ended March 31, 2021 compared to income tax expense of $7,296 for the three months ended March 31, 2020. Our effective tax rate expense was 11.8% for the three months ended March 31, 2021 compared to 0.2% for the three months ended March 31, 2020. Our effective tax rate for the three months ended March 31, 2021 was 11.8% due to the full valuation allowance established against our deferred tax assets which was recorded during the fourth quarter of fiscal year 2017. Due to the valuation allowance, we do not record the income tax expense or benefit related to substantially all of our current year operating results, as such results are generally incorporated in our net operating loss deferred tax asset position, which has a full valuation allowance against it. Our effective tax rate for the quarter is driven by minor state taxes, as well as the benefit from the reduction in projected income from our South African operations over worldwide projected pre-tax book losses for the year. Additionally, the rate for the period is driven by the Australian return to provision booked during the quarter. The change in estimated taxable income impacted the provision, as the deferred impact is eliminated due to the valuation allowance at Australia.

Nine Months Ended March 31, 2021 Compared to the Nine Months Ended March 31, 2020

Revenue and Cost of Revenue

Revenue for the nine months ended March 31, 2021 was $61.3 million compared to $53.7 million for the nine months ended March 31, 2020. The $7.6 million increase in revenue for the nine months ended March 31, 2021 was primarily due to the Pasture Genetics business acquired in February 2020 and partially offset by a decrease in revenue received from Pioneer. During the nine months ended March 31, 2021 we recorded sales of $14.2 million to Pioneer, which was a decrease of $3.4 million from recorded sales of $17.6 million for the nine months ended March 31, 2020.

Core Revenue (which we define as total revenue, excluding product revenue attributable to Pioneer) for the nine months ended March 31, 2021 was $47.1 million compared to Core Revenue for the nine months ended March 31, 2020 of $36.1 million, representing an increase of $11.0 million or 30.5%. Due to revised agreements with Pioneer in May 2019 we plan to provide Core Revenue as a metric to track performance of our business until product revenue attributable to our revised agreements with Pioneer is no longer reflected in comparisons between fiscal periods. The increase in Core Revenue for the nine months ended March 31, 2021 can be attributed to $9.7 million from recently acquired Pasture Genetics operations as well as an increase in alfalfa revenues in Argentina, as well as Asia and South Africa.

Sales into international markets represented 55% and 41% of our total revenue during the nine months ended March 31, 2021 and 2020, respectively. Domestic revenue accounted for 45% and 59% of our total revenue for the nine months ended March 31, 2021 and 2020, respectively. The decrease in domestic revenue as a percentage of total revenue was primarily attributable to Pasture Genetics Acquisition in February 2020 that increased sales in Australia.

The following table shows revenue from external sources by destination country:

	Nine Months Ended March 31,
	2021				2020
United States	$	27,773,152	45	%	$	31,606,370	59	%
Australia		16,268,261	27	%		7,720,707	14	%
Saudi Arabia		2,383,192	4	%		2,728,791	5	%
Pakistan		2,041,548	3	%		1,544,982	3	%
South Africa		1,923,525	3	%		1,101,243	2	%
Mexico		1,858,856	3	%		2,339,030	4	%
China		1,847,007	3	%		660,558	1	%
Argentina		1,183,667	2	%		357,777	1	%
France		739,670	1	%		898,885	2	%
Libya		718,960	1	%		782,940	1	%
Other		4,545,576	8	%		3,976,159	8	%
Total	$	61,283,414	100	%	$	53,717,442	100	%

Cost of revenue of $51.3 million for the nine months ended March 31, 2021 was equal to 83.7% of total revenue for the nine months ended March 31, 2021, while the cost of revenue of $42.0 million for the nine months ended March 31, 2020 was equal to 78.2% of total revenue for the nine months ended March 31, 2020. Cost of revenue for the nine months ended March 31, 2021 and 2020 included inventory write-downs of $1.3 million and $1.4 million, respectively. The write-down of inventory during the nine months ended March 31, 2021 related to certain inventory lots that deteriorated in quality and germination rates during the period.

Total gross profit margin for the nine months ended March 31, 2021 was 16.3% compared to 21.8% in the nine months ended March 31, 2020. The decrease in gross profit margins was primarily due to strategic lower margin alfalfa sales completed earlier in the fiscal year to gain market share in certain regions and low margin sales to clear excess alfalfa seed. In addition, we experienced compressed gross margins in Australia due to sales mix as the period had a higher concentration of lower margin forage cereal products.

Additionally, we experienced logistical challenges during the third quarter including, but not limited to, higher freight / shipping costs in Australia. During the nine months ended March 31, 2021, the Company experienced numerous logistical challenges due to limited availability of trucks for product deliveries, congestion at the ports, and overall rising costs increases in of shipping and transportation costs. The Company expects these logistical challenges to persist for the remainder of fiscal 2021 and potentially into fiscal 2022.

Selling, General and Administrative Expenses

SG&A expense for the nine months ended March 31, 2021 totaled $16.4 million compared to $15.7 million for the nine months ended March 31, 2020. The $0.7 million increase in SG&A expense versus the comparable period of the prior year was primarily due to $1.6 million from our Pasture Genetics operations acquired in February 2020 partially offset by various other cost reductions. As a percentage of revenue, SG&A expenses were 26.8% for the nine months ended March 31, 2021, compared to 29.2% for the nine months ended March 31, 2020.

Research and Development Expenses

Research and development expenses for the nine months ended March 31, 2021 totaled $6.5 million compared to $5.3 million for the nine months ended March 31, 2020. The $1.2 million increase in research and development expense versus the comparable period of the prior year was driven by additional research and development activities incurred due to our additional investment in wheat, hybrid sunflower and sorghum programs.

Depreciation and Amortization

Depreciation and amortization expense for the nine months ended March 31, 2021 was $4.1 million compared to $3.6 million for the nine months ended March 31, 2020. Included in these amounts was amortization expense for intangible assets, which totaled $1.7

million for the nine months ended March 31, 2021 and $1.5 million for the nine months ended March 31, 2020. The $0.5 million increase in depreciation and amortization expense over the comparable period of the prior year was primarily driven by $0.5 million of expense associated with our February 2020 acquisition of Pasture Genetics and $0.1 million of additional expense following our August 2019 acquisition of a wheat breeding program in Australia from Dow AgroScience, or the Dow Wheat Acquisition, partially offset by the decrease of $0.2 million in depreciation due to sale of Five Points in January.

Foreign Currency Gain

We recorded a foreign currency gain of $16,704 for the nine months ended March 31, 2021 compared to a loss of $67,399 for the nine months ended March 31, 2020. The foreign currency gains and losses are primarily associated with S&W Australia and S&W Hungary, our wholly-owned subsidiaries.

Change in Contingent Consideration Obligation

The contingent consideration obligation is considered a level 3 fair value financial instrument and will be measured at each reporting period. The $0.2 million non-cash change in contingent consideration obligation for the nine months ended March 31, 2021 represents the decrease in the estimated fair value of the contingent consideration obligation associated with the February 2020 Pasture Genetics Acquisition.

Interest Expense - Amortization of Debt Discount

Non-cash amortization of debt discount expense for the nine months ended March 31, 2021 was $0.5 million compared to $0.4 million for the nine months ended March 31, 2020. The expense in both periods represents the amortization of the debt issuance costs associated with our working capital facilities, our secured property note, and our equipment finance leases.

Interest Expense

Interest expense for the nine months ended March 31, 2021 totaled $1.7 million compared to $1.4 million for the nine months ended March 31, 2020. Interest expense for the nine months ended March 31, 2021 primarily consisted of interest incurred on the working capital credit facilities, the secured property loan entered into in November 2017, and equipment finance leases. Interest expense for the nine months ended March 31, 2020 primarily consisted of interest incurred on the working capital credit facilities, the secured property loan entered into in November 2017, and equipment finance leases. The $0.3 million increase in interest expense for the nine months ended March 31, 2021 was primarily driven by higher interest resulting from increased levels of borrowings on the working capital credit facilities.

Provision for Income Taxes

Income tax benefit totaled $0.2 million for the nine months ended March 31, 2021 compared to income tax expense of $17,224 for the nine months ended March 31, 2020. Our effective tax rate was 1.2% for the nine months ended March 31, 2021 compared to (-0.1%) for the nine months ended March 31, 2020. Our effective tax rate for the nine months ended March 31, 2021 was 1.2% due to the full valuation allowance established against our deferred tax assets which was recorded during the fourth quarter of fiscal year 2017. Due to the valuation allowance, we do not record the income tax expense or benefit related to substantially all of our current year operating results, as such results are generally incorporated in our net operating loss deferred tax asset position, which has a full valuation allowance against it. Our effective tax rate is driven by minimal state taxes, as well as the expense from the projected income from our South African operations over worldwide projected pre-tax book losses for the year. Additionally, the rate for the period is driven by the Australian return to provision booked during the quarter. The change in estimated taxable income impacted the provision, as the deferred impact is eliminated due to the valuation allowance in Australia.

Liquidity and Capital Resources

Our working capital and working capital requirements fluctuate from quarter to quarter depending on the phase of the growing and sales cycle that falls during a particular quarter. Our need for cash has historically been highest in the second and third fiscal quarters (October through March) because we historically have paid our North American contracted growers progressively, starting in the second fiscal quarter. In fiscal year 2021, we paid our North American growers approximately 50% of amounts due in the fall of 2020

and the balance will be paid in the spring of 2021. This payment cycle to our growers was similar in fiscal year 2020, and we expect it to be similar for fiscal year 2022. S&W Australia, our Australian-based subsidiary, has production cycles that are counter-cyclical to North America; however, this also puts a greater demand on our working capital and working capital requirements during the second, third and fourth fiscal quarters based on timing of payments to growers in the second through fourth quarters.

Historically, due to the concentration of sales to certain distributors, our month-to-month and quarter-to-quarter sales and associated cash receipts are highly dependent upon the timing of deliveries to and payments from these distributors, which varies significantly from year to year.

We continuously monitor and evaluate our credit policies with all of our customers based on historical collection experience, current economic and market conditions and a review of the current status of the respective trade accounts receivable balance. Our principal working capital components include cash and cash equivalents, accounts receivable, inventory, prepaid expense and other current assets, accounts payable and our working capital lines of credit.

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 our common stock during the 10-day period ending immediately prior to the Earn-Out Date.

In addition to funding our business with cash from operations, we have historically relied upon occasional sales of our debt and equity securities and credit facilities from financial institutions, both in the United States and South Australia.

Capital Resources and Requirements

Our future liquidity and capital requirements will be influenced by numerous factors, including:

•

the extent and duration of future operating income;

•

the level and timing of future sales and expenditures;

•

working capital required to support our growth;

•

investment capital for plant and equipment;

•

our sales and marketing programs;

•

investment capital for potential acquisitions;

•

our ability to renew and/or refinance our debt on acceptable terms;

•

timing of repayment of our debt;

•

competition;

•

market developments; and

•

developments related to the COVID-19 pandemic.

As a result of the COVID-19 pandemic and actions taken to slow its spread, the global credit and financial markets have experienced extreme volatility, including diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability. It is possible that further deterioration in credit and financial markets and confidence in economic conditions will occur. If equity and credit markets deteriorate, it may affect our ability to raise equity capital, borrow on our existing facilities or make any additional necessary debt or equity financing more difficult to obtain, more costly and/or more dilutive. In addition, while we are currently in compliance with our loan agreements, the COVID-19 pandemic may compromise our ability to comply with the terms of our loan agreements and could result in an event of default. If an event of default were to occur, our lenders could accelerate our repayment obligations or enforce their other rights under our agreements with them. Any such default may also require us to seek additional or alternative financing, which may not be available on commercially reasonable terms or at all.

Below is a summary of our material sources of capital in recent periods:

Debt Financings

Loan and Security Agreement with CIBC

On December 26, 2019, we entered into a Loan and Security Agreement with CIBC, or the Loan Agreement, which we amended on September 22, 2020, December 30, 2020 and May 12, 2021. As amended, the Loan Agreement provides for a $25.0 million credit facility, or the CIBC Credit Facility. The key terms of the amended Loan Agreement include the following:

•

Advances under the CIBC Credit Facility are to be used: (i) to finance our ongoing working capital requirements; and (ii) for general corporate purposes. We may also use a portion of the CIBC Credit Facility to finance permitted acquisitions and related costs.

•

All amounts due and owing, including, but not limited to, accrued and unpaid principal and interest due under the CIBC Credit Facility, will be payable in full on December 23, 2022.

•

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), with a 1.0% LIBOR floor, generally at our option. In the event of a default, at the option of CIBC, the interest rate on all obligations owing will increase by 2% per annum over the rate otherwise applicable.

•

The CIBC Credit Facility is secured by a first priority perfected security interest in substantially all of our 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 our 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 May 2021 amendment to the Loan Agreement, CIBC modified our fixed charge coverage ratio financial covenants to require that we maintain a fixed charge coverage ratio equal to or greater than (i) 1.10 to 1.00 for the fiscal quarters ended March 31, 2021 and June 30, 2021 and (ii) 1.15 to 1.00 for each fiscal quarter thereafter. In addition, pursuant to the May 2021 amendment, in the event that our forecasted liquidity is less than $4,000,000 in any 12-month forecast delivered to CIBC, we will be required to raise equity in an amount equal to such deficiency at least 90 days prior to such forecasted liquidity shortfall. After giving effect to the May 2021 amendment, we were in compliance with the Loan Agreement for the fiscal period ended March 31, 2021.

We cannot guarantee that we will be able to comply with our covenants in the Loan Agreement in the future, or secure additional waivers if or when required. If we are unable to comply with or obtain a waiver of any noncompliance under the Loan Agreement,

CIBC could declare an event of default or require us to further renegotiate the Loan Agreement on terms that may be significantly less favorable to us, or we may be required to seek additional or alternative financing. If we were to seek additional or alternative financing, any such financing may not be available to us on commercially reasonable terms or at all. Any declaration by CIBC of an event of default could significantly harm our liquidity, financial condition, operating results, business, and prospects and cause the price of our securities to decline.

Australia Facilities

At March 31, 2021, S&W Australia has debt facilities with NAB, all of which are guaranteed by S&W Seed Company up to a maximum of AUD $15,000,000 (USD $11,421,000) and cross-guaranteed by S&W Australia.

•

S&W Australia finances the purchase of most of its seed inventory from growers pursuant to a seasonal credit facility comprised of two facility lines: (i) an Overdraft Facility having a credit limit of AUD $2,000,000 (USD $1,522,800 at March 31, 2021) and (ii) a Borrowing Base Line having a credit limit of AUD $26,000,000 (USD $19,796,400 at March 31, 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 $2,284,200) for a three-month period and extended the maturity data of the seasonal credit facility to June 30, 2022. As of March 31, 2021, the Borrowing Base Line accrued interest on Australian dollar drawings at approximately 3.2% per annum calculated daily. The Overdraft Facility permits S&W Australia to borrow funds on a revolving line of credit up to the credit limit. Interest accrues daily and is calculated by applying the daily interest rate to the balance owing at the end of the day and is payable monthly in arrears. As of March 31, 2021, the Overdraft Facility accrued interest at approximately 5.47% per annum calculated daily. As of March 31, 2021, AUD $26,000,000 (USD $19,796,400) 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 finances certain equipment purchases under a master asset finance facility with NAB. The master asset finance facility has various maturity dates through 2023 and have interest rates ranging from 2.86% to 5.31%. The credit limit under the facility is AUD $2,000,000 (USD $1,522,800) at March 31, 2021. As of March 31, 2021, AUD $649,995 (USD $494,906) was outstanding under S&W Australia’s master asset finance facility.

S&W Australia was in compliance with all debt covenants under its debt facilities with NAB at March 31, 2021.

Paycheck Protection Program

On April 14, 2020, we received loan proceeds of $1,958,600, or the Loan, pursuant to the Paycheck Protection Program under the recently enacted Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act, administered by the U.S. Small Business Administration, or the SBA. If the loan proceeds are fully utilized to pay qualified expenses, the full principal amount of the Paycheck Protection Program, or 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.

When we applied for the loan, we believed we would qualify to have the loan forgiven under the terms of PPP, and therefore considered the loan to be substantively a conditional government grant.

In March 2021, the PPP loan was forgiven in full.

Equity Issuances

On September 23, 2020, we entered into an At Market Issuance Sales Agreement, or the ATM Agreement, with B. Riley Securities, Inc., or B Riley, under which we may offer and sell from time to time, at our sole discretion, shares of our common stock having an aggregate offering price of up to $14.0 million through B. Riley as our sales agent. For the nine months ended March 31, 2021, we received gross proceeds of approximately $5.5 million from the sale of 1,580,220 shares of its common stock pursuant to the ATM Agreement.

From April 1, 2021 through May 12, 2021, we received gross proceeds of approximately $5.4 million from the sale of 1,427,795 shares of our common stock pursuant to the ATM Agreement.

As of May 12, 2021, we have $3.1 million remaining available for sale under the ATM Agreement.

Summary of Cash Flows

The following table shows a summary of our cash flows for the nine months ended March 31, 2021 and 2020:

	Nine Months Ended March 31,
	2021			2020
Cash flows from operating activities	$	(9,849,361	)	$	(4,728,073	)
Cash flows from investing activities		2,091,516			(10,106,626	)
Cash flows from financing activities		6,664,784			20,346,098
Effect of exchange rate changes on cash		334,478			(476,764	)
Net increase (decrease) in cash and cash equivalents		(758,583	)		5,034,635
Cash and cash equivalents, beginning of period		4,123,094			3,431,802
Cash and cash equivalents, end of period	$	3,364,511		$	8,466,437

Operating Activities

For the nine months ended March 31, 2021, operating activities used $9.8 million in cash. Net loss plus and minus the adjustments for non-cash items as detailed on the statement of cash flows used $12.2 million in cash, and changes in operating assets and liabilities as detailed on the statement of cash flows provided $2.3 million in cash. The increase in cash from changes in operating assets and liabilities was primarily driven by an increase in accounts payable of $13.6 million, partially offset by an increase in accounts receivable of $3.9 million, an increase in inventory of $1.4 million, a decrease in deferred revenue of $4.4 million and a decrease in accrued expenses and other current liabilities of $2.0 million.

For the nine months ended March 31, 2020, operating activities used $4.7 million in cash. Net loss plus and minus the adjustments for non-cash items as detailed on the statement of cash flows used $8.3 million in cash, and changes in operating assets and liabilities as detailed on the statement of cash flows provided $3.6 million in cash. The increase in cash from changes in operating assets and liabilities was primarily driven by an increase in accounts payable of $4.7 million, a decrease in inventory of $3.6 million, partially offset by an increase in accounts receivable of $3.3 million.

Investing Activities

Investing activities during the nine months ended March 31, 2021 provided $2.1 million in cash. Proceeds from the sale of our Five Points processing facility and the disposal of other property, plant and equipment accounted for $2.9 million of the cash provided in investing activities. We also had additions to property, plant and equipment of $0.8 million.

Investing activities during the nine months ended March 31, 2020 used $10.1 million in cash. The Dow Wheat Acquisition accounted for $2.6 million of the cash used in investing activities and the PG Acquisition accounts for $7.5 million. We also had additions to property, plant and equipment of $1.8 million consisting primarily of equipment purchases for our facility in Keith, Australia and leasehold improvements to our new corporate headquarters in Longmont, Colorado, which were partially offset by $1.8 million of net proceeds from the sale of properties in Arlington, Wisconsin and Plainview, Texas.

Financing Activities

Financing activities during the nine months ended March 31, 2021 provided $6.7 million in cash. During the nine months ended March 31, 2021, we had net proceeds from the sale of common stock of $5.1 million, net borrowings on the working capital lines of credit and borrowings of long-term debt of $5.9 million, partially offset by net repayments of long-term debt of $4.2 million.

Financing activities during the nine months ended March 31, 2020 provided $20.3 million in cash. During the nine months ended March 31, 2020, we had net borrowings on the working capital lines of credit of $19.5 million, borrowings of long-term debt of $3.7 million and repayments of long-term debt of $1.9 million and debt issuance costs of $1.0 million.

Inflation Risk

We do not believe that inflation has had a material effect on our business, financial condition or results of operations, including our revenue and income from continuing operations. However, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition, and results of operations.

Off Balance Sheet Arrangements

We did not have any off-balance sheet arrangements during the three months ended March 31, 2021.

Critical Accounting Policies

The accounting policies and the use of accounting estimates are set forth in the footnotes to our consolidated financial statements.

In preparing our financial statements, we must select and apply various accounting policies. Our most significant policies are described in Note 2 – Summary of Significant Accounting Policies of the footnotes to the consolidated financial statements. In order to apply our accounting policies, we often need to make estimates based on judgments about future events. In making such estimates, we rely on historical experience, market and other conditions, and on assumptions that we believe to be reasonable. However, the estimation process is by its nature uncertain given that estimates depend on events over which we may not have control. If market and other conditions change from those that we anticipate, our results of operations, financial condition and changes in financial condition may be materially affected. In addition, if our assumptions change, we may need to revise our estimates, or to take other corrective actions, either of which may also have a material effect on our results of operations, financial condition or changes in financial condition. Members of our senior management have discussed the development and selection of our critical accounting estimates, and our disclosure regarding them, with the audit committee of our board of directors, and do so on a regular basis.

We believe that the following estimates have a higher degree of inherent uncertainty and require our most significant judgments. In addition, had we used estimates different from any of these, our results of operations, financial condition or changes in financial condition for the current period could have been materially different from those presented.

Goodwill

Goodwill is assessed annually for impairment or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit. We adopted Accounting Standards Update No. 2017-04, Simplifying the Test for Goodwill Impairment, or ASU 2017-04, effective July 1, 2018. This standard eliminates Step 2 from the goodwill impairment test. Instead, we perform our annual or interim goodwill impairment test by comparing the fair value of our one reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the fair value, not to exceed the total amount of goodwill allocated to the reporting unit.

The goodwill balance at March 31, 2021 and June 30, 2020 relates to our February 2020 acquisition of Pasture Genetics. Upon completing the impairment test on our one reporting unit, there was no impairment for the year ended June 30, 2020.

Intangible Assets

All amortizable intangible assets are assessed for impairment whenever events indicate a possible loss. Such an assessment involves estimating undiscounted cash flows over the remaining useful life of the intangible. If the review indicates that undiscounted cash flows are less than the recorded value of the intangible asset, the carrying amount of the intangible is compared to its fair value, with an impairment loss recognized if the fair value is below carrying value. Fair values are typically estimated using discounted cash flow techniques. Significant changes in key assumptions about the business, market conditions and prospects for which the intangible asset is currently utilized or expected to be utilized could result in an impairment charge.

Stock-Based Compensation

We account for stock-based compensation in accordance with FASB Accounting Standards Codification Topic 718 Stock Compensation, which establishes accounting for equity instruments exchanged for employee services. Under such provisions, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense, under the straight-line method, over the employee’s requisite service period (generally the vesting period of the equity grant).

We account for equity instruments, including stock options issued to non-employees, in accordance with authoritative guidance for equity-based payments to non-employees (FASB ASC 505-50). 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.

We utilize the Black-Scholes-Merton option pricing model to estimate the fair value of options granted under share-based compensation plans. The Black-Scholes-Merton model requires us to estimate a variety of factors including, but not limited to, the expected term of the award, stock price volatility, dividend rate, risk-free interest rate. The input factors to use in the valuation model are based on subjective future expectations combined with management judgment. The expected term used represents the weighted-average period that the stock options are expected to be outstanding. We have used the historical volatility for our stock for the expected volatility assumption required in the model, as it is more representative of future stock price trends. We use a risk-free interest rate that is based on the implied yield available on U.S. Treasury issued with an equivalent remaining term at the time of grant. We have not paid dividends in the past and currently do not plan to pay any dividends in the foreseeable future, and as such, dividend yield is assumed to be zero for the purposes of valuing the stock options granted. We evaluate the assumptions used to value stock awards on a quarterly basis. If factors change, and we employ different assumptions, share-based compensation expense may differ significantly from what we have recorded in the past. When there are any modifications or cancellations of the underlying unvested securities, we may be required to accelerate, increase or cancel any remaining unearned share-based compensation expense. To the extent that we grant additional equity securities to employees, our share-based compensation expense will be increased by the additional unearned compensation resulting from those additional grants.

Income Taxes

We regularly assess the likelihood that deferred tax assets will be recovered from future taxable income. To the extent management believes that it is more likely than not that a deferred tax asset will not be realized, a valuation allowance is established. When a valuation allowance is established or increased, an income tax charge is included in the consolidated financial statements and net deferred tax assets are adjusted accordingly. Changes in tax laws, statutory tax rates and estimates of our future taxable income levels could result in actual realization of the deferred tax assets being materially different from the amounts provided for in the consolidated financial statements. If the actual recovery amount of the deferred tax asset is less than anticipated, we would be required to write-off the remaining deferred tax asset and increase the tax provision, resulting in a reduction of earnings and stockholders’ equity.

Inventories

All inventories are accounted for on a lower of cost or net realizable value. Inventories consist of raw materials and finished goods. Depending on market conditions, the actual amount received on sale could differ from our estimated value of inventory. In order to determine the value of inventory at the balance sheet date, we evaluate a number of factors to determine the adequacy of provisions for inventory. The factors include the age of inventory, the amount of inventory held by type, future demand for products and the expected future selling price we expect to realize by selling the inventory. Our estimates are judgmental in nature and are made at a point in time, using available information, expected business plans and expected market conditions. We perform a review of our inventory by product line on a quarterly basis.

Our subsidiary, S&W Australia, does not fix the final price for seed payable to its growers until the completion of a given year’s sales cycle pursuant to its standard contract production agreement. We record an estimated unit price accordingly, inventory, cost of revenue and gross profits are based upon management’s best estimate of the final purchase price to our S&W Australia growers. To the extent the estimated purchase price varies from the final purchase price for seed, the adjustment to actual could materially impact the results in the period when the difference between estimates and actuals are identified. If the actual purchase price is in excess of our estimated purchase price, this would negatively impact our financial results including a reduction in gross profits and earnings

During the nine months ended March 31, 2021, we recognized a write-down of inventory in the amount of $1.3 million, which is included in Cost of Revenue in the Consolidated Statement of Operations. The write-down of inventory during the nine months ended March 31, 2021 was primarily related to certain inventory lots that deteriorated in quality / germination rates during the period.

Allowance for Doubtful Accounts

We regularly assess the collectability of receivables and provide 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. Our estimates are judgmental in nature and are made at a point in time. Management believes the allowance for doubtful accounts is appropriate to cover anticipated losses in our accounts receivable under current conditions; however, unexpected, significant deterioration in any of the factors mentioned above or in general economic conditions could materially change these expectations.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company and, therefore, we are not required to provide information required by this item of Form 10-Q.

Item 4.

Controls and Procedures.

Disclosure Controls and Procedures

Our management, with the participation of our Principal Executive Officer and our Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2021. The term “disclosure controls and procedures,” as defined in Rules 13a‑15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of March 31, 2021, our Principal Executive Officer and Principal Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) or in other factors that occurred during the period of our evaluation that have significantly affected, or are reasonably likely to significantly affect, our internal control over financial reporting.

Part II

OTHER INFORMATION

Item 1.

Legal Proceedings.

None.

Item 1A.

Risk Factors.

We are a smaller reporting company, and, as such, we are not required to provide the information under this Item of Form 10-Q.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

Mine Safety Disclosures.

Not applicable.

Item 5.

Other Information.

On May 12, 2021, we entered into a Third Amendment to Loan and Security Agreement with CIBC, which amended the Loan Agreement. Pursuant to the amendment, among other things, (i) CIBC modified our fixed charge coverage ratio financial covenants to require that we maintain a fixed charge coverage ratio equal to or greater than (a) 1.10 to 1.00 for the fiscal quarters ended March 31, 2021 and June 30, 2021 and (b) 1.15 to 1.00 for each fiscal quarter thereafter; and (ii) in the event that our forecasted liquidity is less than $4,000,000 in any 12-month forecast delivered to CIBC, we will be required to raise equity in an amount equal to such deficiency at least 90 days prior to such forecasted liquidity shortfall.

Except as modified by the foregoing amendment, all terms and conditions of the loan agreement with CIBC remain in full force and effect.

Item 6.

Exhibits.


Exhibit No.		Description

3.1⁽¹⁾		Registrant's Articles of Incorporation, as amended.

3.2⁽²⁾		Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock.

3.3⁽³⁾		Registrant’s Second Amended and Restated Bylaws, together with Amendment One thereto.

4.1		Reference is made to Exhibits 3.1, 3.2 and 3.3.

4.2⁽⁴⁾		Form of Common Stock Certificate.

4.3⁽⁵⁾		Form of Common Stock Purchase Warrant.

10.1		Business Letter of Variation between National Australia Bank Limited and S&W Seed Company Australia Pty Ltd, dated March 8, 2021.

10.2		Third Amendment to Loan and Security Agreement, dated May 12, 2021, by and among the Registrant, Seed Holding, LLC, Stevia California, LLC and CIBC Bank USA.

31.1		Certification of Chief Executive Officer Pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer Pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

(1)	Incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 10-Q, filed on February 11, 2021 (File No. 001-34719).

(2)	Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on October 26, 2018 (File No. 001-34719).

(3)	Incorporated by reference to Exhibit 3.3 to the Registrant's Quarterly Report on Form 10-Q, filed on May 14, 2020 (File No. 001-34719).

(4)	Incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-3, filed on August 4, 2017 (File No. 333-219726).

(5)	Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed on December 31, 2014 (File No. 001-34719).

This certification accompanies the Quarterly Report on Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.

SIGNATURES

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

	S&W SEED COMPANY

Date: May 13, 2021	By:	/s/ Matthew K. Szot
		Matthew K. Szot
		Executive Vice President of Finance and Administration and Chief Financial Officer (On behalf of the registrant in his capacity as Principal Financial and Accounting Officer)