Core Viewpoint - S&W Seed Company has announced its decision to voluntarily delist its common stock from The Nasdaq Capital Market and deregister with the SEC, aiming to relieve itself of reporting obligations under the Exchange Act [1][4]. Group 1: Delisting and Deregistration Process - The Company will file a Form 25 with the SEC around July 24, 2025, to initiate the delisting process, which is expected to take effect 10 days after the filing [2]. - Following the delisting, the Company plans to file a Form 15 with the SEC around August 4, 2025, to suspend its reporting obligations, which will cease upon the effectiveness of the deregistration [3]. Group 2: Reasons for Delisting - The Board's decision was influenced by the likelihood of future non-compliance with Nasdaq's continued listing requirements, which could lead to involuntary delisting, as well as the high costs and regulatory burdens associated with ongoing reporting requirements [4]. Group 3: Future Trading Options - After delisting from Nasdaq, the Company's common stock may be eligible for quotation on the Pink Open Market, contingent upon sponsorship by a market maker, although there are no guarantees of a trading market existing in the future [5]. Group 4: Company Overview - S&W Seed Company, founded in 1980, is a global multi-crop agricultural company based in Longmont, Colorado [6].

[PART I. FINANCIAL INFORMATION](index=6&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) The unaudited condensed consolidated financial statements present the company's financial position, operations, and cash flows, noting a $20.1 million net loss and substantial doubt about its going concern [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to $69.6 million from $120.7 million as of March 31, 2025, primarily due to the deconsolidation of S&W Australia Condensed Consolidated Balance Sheet Highlights (in thousands) | Balance Sheet Item | March 31, 2025 | June 30, 2024 | | :--- | :--- | :--- | | **Total Current Assets** | $31,476 | $63,374 | | **Total Assets** | $69,613 | $120,726 | | **Total Current Liabilities** | $31,407 | $69,242 | | **Total Liabilities** | $36,636 | $75,694 | | **Total Stockholders' Equity** | $26,820 | $39,262 | - The significant reduction in assets and liabilities is primarily due to the deconsolidation of S&W Australia, which is now treated as a discontinued operation. Current assets and liabilities of discontinued operations were **$22.4 million** and **$44.9 million** respectively at June 30, 2024, and are zero as of March 31, 2025 on the main balance sheet[18](index=18&type=chunk)[19](index=19&type=chunk)[30](index=30&type=chunk) [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the three months ended March 31, 2025, revenue was $9.6 million with a net loss from continuing operations of $2.2 million, while the nine-month total net loss was $20.1 million Statement of Operations Summary - Three Months Ended March 31 (in thousands) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | $9,552 | $9,368 | | Gross Profit | $3,605 | $2,306 | | Loss from Operations | ($663) | ($3,238) | | Net Loss from Continuing Operations | ($2,225) | ($4,810) | | Net Loss Attributable to S&W | ($2,236) | ($5,501) | Statement of Operations Summary - Nine Months Ended March 31 (in thousands) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | $22,939 | $28,387 | | Gross Profit | $6,824 | $8,565 | | Loss from Operations | ($9,240) | ($8,433) | | Net Loss from Continuing Operations | ($14,714) | ($13,442) | | Net Loss from Discontinued Operations | ($5,413) | ($4,487) | | Net Loss Attributable to S&W | ($20,127) | ($17,919) | - The net loss per share for the nine months ended March 31, 2025, was **($8.98)**, compared to **($7.89)** for the same period in 2024[21](index=21&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the nine months ended March 31, 2025, net cash used in operating activities was $0.3 million, with a net increase in cash of $0.068 million Cash Flow Summary - Nine Months Ended March 31 (in thousands) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash from Operating Activities | ($348) | ($5,582) | | Net Cash from Investing Activities | ($144) | $5,797 | | Net Cash from Financing Activities | $553 | ($3,443) | | **Net (Decrease) in Cash** | **$68** | **($3,228)** | - Cash from continuing operations showed a net inflow of **$1.1 million**, but this was offset by a **$1.4 million** cash outflow from discontinued operating activities[27](index=27&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail significant events including S&W Australia's deconsolidation, a 1-for-19 reverse stock split, new debt financing, and substantial doubt about the company's going concern - **Going Concern:** The company has a history of unprofitability and negative cash flows, reporting a net loss from continuing operations of **$14.7 million** for the nine months ended March 31, 2025. These factors raise substantial doubt about the company's ability to continue as a going concern[48](index=48&type=chunk)[49](index=49&type=chunk) - **S&W Australia Deconsolidation:** Effective July 24, 2024, the company deconsolidated its Australian subsidiary, S&W Australia, which entered voluntary administration. The disposal resulted in a net loss of **$5.2 million** for the nine-month period, which is included in discontinued operations[30](index=30&type=chunk)[78](index=78&type=chunk)[82](index=82&type=chunk) - **New Debt Facility:** On December 19, 2024, the company entered into a new credit agreement with Mountain Ridge for up to **$25.0 million**, which was used to repay its previous CIBC facility. The company was in compliance as of March 31, 2025, but subsequently had events of default in April 2025 for which it received a waiver in May 2025[104](index=104&type=chunk)[49](index=49&type=chunk)[153](index=153&type=chunk) - **Reverse Stock Split:** A **1-for-19** reverse stock split was implemented on October 17, 2024. All share and per-share data have been retroactively adjusted[40](index=40&type=chunk)[133](index=133&type=chunk) - **Vision Bioenergy Dilution (Subsequent Event):** The company failed to meet a **$2.0 million** capital call for its Vision Bioenergy joint venture by the April 15, 2025 deadline. As a result, its partner Shell funded the portion, and the company's ownership interest was reduced from **34.0%** to **30.6%**[152](index=152&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=44&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses its strategic focus, new licensing model, and the financial impact of S&W Australia's deconsolidation, highlighting a 19.2% revenue decrease and ongoing liquidity concerns - The company's board has commenced a process to explore strategic alternatives, including a potential sale, merger, or recapitalization to enhance shareholder value[160](index=160&type=chunk)[39](index=39&type=chunk) - The company is launching a new business model for private label customers focused on licensing germplasm and traits, which will shift revenue recognition to a royalty basis upon the customer's final sale[159](index=159&type=chunk) - The company's liquidity is a major concern, with a history of negative cash flow and unprofitability, relying on its new Mountain Ridge credit facility and ability to secure additional financing[224](index=224&type=chunk)[225](index=225&type=chunk)[244](index=244&type=chunk) [Results of Operations](index=50&type=section&id=Results%20of%20Operations) For the nine months ended March 31, 2025, revenue fell by **$5.4 million** (19.2%) year-over-year, primarily due to decreased alfalfa and sorghum sales, widening the net loss from continuing operations to **$14.7 million** Results of Operations - Nine Months Ended March 31 (in thousands) | Metric | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | $22,939 | $28,387 | (19.2)% | | Gross Profit | $6,824 | $8,565 | (20.3)% | | Loss from Operations | ($9,240) | ($8,433) | 9.6% | | Net Loss from Continuing Operations | ($14,714) | ($13,442) | 9.5% | - The **$5.4 million** revenue decline was driven by an import ban on alfalfa in Saudi Arabia, timing of private label shipments for Double Team sorghum, and tighter credit policies in Mexico[200](index=200&type=chunk) - Selling, General and Administrative (SG&A) expenses decreased by **$0.7 million**, mainly due to lower compensation and bad debt expenses, but this was partially offset by a **$0.8 million** increase in one-time transaction costs related to the S&W Australia administration process[202](index=202&type=chunk) [Results of Business Segments](index=54&type=section&id=Results%20of%20Business%20Segments) The Americas segment revenue decreased by **$2.4 million** to **$18.0 million**, while the International segment saw a more significant revenue drop of **$3.2 million** to **$4.8 million**, with its gross margin falling Revenue by Segment - Nine Months Ended March 31 (in thousands) | Segment | 2025 | 2024 | | :--- | :--- | :--- | | Americas | $18,028 | $20,406 | | International | $4,820 | $7,980 | | **Total** | **$22,939** | **$28,387** | Gross Profit by Segment - Nine Months Ended March 31 (in thousands) | Segment | 2025 | 2024 | | :--- | :--- | :--- | | Americas | $6,116 | $6,774 | | International | $906 | $1,791 | | **Total** | **$6,824** | **$8,565** | [Liquidity and Capital Resources](index=56&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is precarious due to recurring losses, relying on a new **$25.0 million** credit facility from Mountain Ridge and ongoing support from its largest stockholder, MFP - The company is not profitable and has had negative cash flow from operations for several years, actively evaluating financing and strategic alternatives, including debt/equity financing and asset sales[224](index=224&type=chunk) - On December 19, 2024, the company secured a new credit facility of up to **$25.0 million** from Mountain Ridge, using the initial advance to fully repay its obligations to CIBC[226](index=226&type=chunk)[227](index=227&type=chunk) - The company experienced events of default under the new Mountain Ridge agreement in April 2025 but received a waiver and amendment on May 9, 2025[231](index=231&type=chunk)[233](index=233&type=chunk) - The company's largest stockholder, MFP, amended its loan agreement, extending the maturity to July 2028 and providing a new **$13.0 million** letter of credit to support the Mountain Ridge facility[240](index=240&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=66&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, S&W Seed Company is not required to provide the information typically disclosed under this item - The company is a smaller reporting company and is not required to provide disclosures about market risk[259](index=259&type=chunk) [Controls and Procedures](index=66&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were not effective as of March 31, 2025, due to two identified material weaknesses in internal control over financial reporting - Management, including the CEO and CFO, concluded that disclosure controls and procedures were not effective as of March 31, 2025[260](index=260&type=chunk) - A material weakness was identified in FY2024 related to inadequate controls for complete and accurate GAAP presentation and disclosure[262](index=262&type=chunk)[264](index=264&type=chunk) - A second material weakness was identified in Q1 FY2025 related to the lack of an effectively designed system to ensure appropriate recognition and measurement of non-routine transactions[265](index=265&type=chunk) - Remediation efforts are underway for both material weaknesses, including updated monitoring and review processes, but are not yet complete[266](index=266&type=chunk)[267](index=267&type=chunk)[268](index=268&type=chunk) [PART II. OTHER INFORMATION](index=69&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=69&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in ordinary course legal matters, with the primary event being the resolved voluntary administration of its former subsidiary, S&W Australia - The voluntary administration of the S&W Australia subsidiary was completed via a sale on November 22, 2024[273](index=273&type=chunk) - There are no other pending legal matters expected to have a material adverse impact on the company's business, financial condition, or cash flows[274](index=274&type=chunk) [Risk Factors](index=69&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors except for an expanded discussion on international trade policies, detailing how tariffs, sanctions, and trade barriers could adversely affect the business - The primary updated risk factor relates to international trade policies, including tariffs and sanctions, which could raise costs, reduce margins, and harm customer relationships[276](index=276&type=chunk)[277](index=277&type=chunk) - Trade disputes may exacerbate unfavorable macroeconomic conditions like inflation and financial instability, potentially impacting customer demand and access to capital[278](index=278&type=chunk) - Retaliatory trade policies or anti-U.S. sentiment could lead to a preference for local competitors, heightened regulatory scrutiny, and difficulties in retaining non-U.S. customers and partners[279](index=279&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=71&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities during the period - None[283](index=283&type=chunk) [Defaults Upon Senior Securities](index=71&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities during the period - None[284](index=284&type=chunk) [Mine Safety Disclosures](index=71&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[285](index=285&type=chunk) [Other Information](index=71&type=section&id=Item%205.%20Other%20Information) On May 9, 2025, the company entered into an amendment and waiver to its credit agreement with Mountain Ridge, waiving existing events of default and revising the EBITDA definition - On May 9, 2025, the company received a waiver for existing events of default under its Mountain Ridge Credit Agreement[286](index=286&type=chunk) - The amendment also revised the definition of "EBITDA" for covenant calculation purposes, with the change being retroactive to December 31, 2024[286](index=286&type=chunk) [Exhibits](index=72&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Quarterly Report on Form 10-Q, including articles of incorporation, bylaws, and officer certifications

Financial Data and Key Metrics Changes - For Q3, the company reported revenue of $9.5 million, a slight increase from $9.4 million in the same quarter last year, excluding Australia [23] - Adjusted EBITDA for Q3 was positive $244,000 compared to negative $2.2 million in the previous year's Q3 [29] - The gross profit margin for Q3 improved to 37.7% from 24.6% in the previous year, driven by better lifecycle management and a shift to higher-margin products [26][27] Business Line Data and Key Metrics Changes - America's sorghum revenue, including double team and conventional sorghum, was $7.1 million compared to $7 million last year [23] - Double team revenue was $3.3 million this year, down from $3.4 million last year [23] - America's Forages revenue increased to $1.5 million from $1.2 million last year [23] Market Data and Key Metrics Changes - U.S. sorghum exports to China dropped significantly starting in January, with minimal purchases in April due to retaliatory tariffs [11][12] - The reduced demand from China has led to increased U.S. sorghum inventories, driving down prices and prompting farmers to switch cropping plans [12][13] Company Strategy and Development Direction - The company is focusing on core Americas-based operations, particularly high-margin double team sorghum solutions [6][8] - A new $25 million working capital facility was secured to support operations [8] - The company aims to achieve approximately 10% to 12% market share of U.S. grain sorghum acres this year, with a long-term goal of capturing 25% to 30% market share over the next eight years [14][15] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about long-term growth in the sorghum market despite near-term disruptions from tariffs [19][34] - The company revised its full-year revenue expectations to $29 million to $31 million, down from $34.5 million to $38 million previously [25] - Management believes that a resolution to trade tensions with China could restore normalcy in the market [42] Other Important Information - The divestiture of the Australian subsidiary has moved all related operations to discontinued operations, affecting financial comparisons [22] - The company is exploring various strategic alternatives to enhance shareholder value [20][21] Q&A Session Summary Question: Impact of Chinese tariff situation on fourth quarter outlook - Management indicated that the situation is fluid and that local pricing pressures are significant, with expectations for orders from China to stabilize the market [36][39] Question: Status of ongoing strategic review - The strategic review process is ongoing, with continued interest from parties engaged in the sorghum market [44][45] Question: Updates on international market expansion - The company is targeting international markets through partnerships and licensing relationships, which are progressing but require time for trait integration and herbicide registration [46][49]

Financial Data and Key Metrics Changes - For Q3, the company reported revenue of $9.5 million, a slight increase from $9.4 million in the same quarter last year, excluding Australia [24] - Adjusted EBITDA for Q3 was positive $244,000 compared to negative $2.2 million in the previous year [31] - The company revised its full-year revenue expectation to between $29 million and $31 million, down from a previous range of $34.5 million to $38 million [26][20] Business Line Data and Key Metrics Changes - America's sorghum revenue, including double team and conventional sorghum, was $7.1 million compared to $7 million last year [24] - Double team revenue was $3.3 million this year, down from $3.4 million last year [24] - America's forages revenue increased to $1.5 million from $1.2 million last year [24] Market Data and Key Metrics Changes - U.S. sorghum exports to China dropped significantly starting in January, with minimal purchases in April due to retaliatory tariffs [12][14] - The reduced demand from China has led to increased U.S. sorghum inventories, driving down prices and prompting farmers to switch cropping plans [13][14] Company Strategy and Development Direction - The company is focusing on core Americas-based operations, particularly high-margin double team sorghum solutions [6][9] - The company aims to capture 10% to 12% market share of U.S. grain sorghum acres this year, with a long-term goal of 25% to 30% market share over the next eight years [15][17] - The company is exploring various strategic alternatives to enhance shareholder value [21][22] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about long-term growth in the sorghum market despite near-term disruptions from tariffs [20][35] - The company believes that a resolution to trade tensions will eventually normalize the market and restore demand from China [14][42] - Management highlighted the potential for sorghum to be recognized as a superfood, which could drive domestic demand [15] Other Important Information - The company successfully completed a $25 million working capital facility to support operations [9] - The divestiture of the Australian subsidiary has moved all related operations to discontinued operations [23] Q&A Session Summary Question: Impact of Chinese tariff situation on fourth quarter outlook - Management noted that the situation is fluid and that local cash prices have been affected, but they expect a return to normalcy in the long term [37][40][42] Question: Status of ongoing strategic review amid market uncertainty - The strategic review process is still moving forward, with continued interest from parties engaged in sorghum [44][45] Question: Updates on expanding traded sorghum portfolio internationally - The company is targeting other international markets through partnerships and licensing relationships, which could double the key target of the U.S. sorghum market [46][48]

[S&W Third Quarter Fiscal 2025 Financial Results](index=1&type=section&id=S%26W%20Announces%20Third%20Quarter%20Fiscal%202025%20Financial%20Results) S&W reported a 2.0% increase in Q3 FY2025 revenue to $9.6 million, achieving a positive Adjusted EBITDA of $0.2 million, while revising down its full fiscal year 2025 guidance due to new tariffs impacting sorghum exports to China [Financial Highlights](index=1&type=section&id=Financial%20Highlights) S&W reported a 2.0% increase in Q3 FY2025 revenue to $9.6 million, a significant improvement in gross margin to 37.7%, and a reduction in GAAP net loss to ($2.2) million Q3 Fiscal 2025 vs Q3 Fiscal 2024 Key Metrics | Metric | Q3 FY2025 | Q3 FY2024 | Change | | :--- | :--- | :--- | :--- | | Revenue | $9.6 million | $9.4 million | +2.0% | | Gross Profit Margin | 37.7% | 24.6% | +13.1 p.p. | | GAAP Operating Expenses | $4.3 million | $5.5 million | -21.8% | | Net Loss from Continuing Operations | ($2.2) million | ($4.8) million | Improved | | Net Loss per Share (Continuing Ops) | ($1.04) | ($2.11) | Improved | | Adjusted EBITDA | $0.2 million | ($2.2) million | Improved | [Management Discussion](index=1&type=section&id=Management%20Discussion) The CEO stated that the strategic repositioning towards high-margin sorghum technology is showing clear results, evidenced by Q3's revenue growth and the first positive Adjusted EBITDA in many years - The strategic shift to high-value, high-margin sorghum trait technology is beginning to deliver positive results, including year-over-year revenue growth and improved gross margins[3](index=3&type=chunk) - Tariffs effective April 2025 have negatively impacted the Q4 outlook due to a decline in customer exports to China, which has historically been the largest export buyer of sorghum[3](index=3&type=chunk) - The company is optimistic about the long-term potential of sorghum, believing its nutritional profile (high protein, non-GMO, gluten-free) will drive future demand[5](index=5&type=chunk) [Detailed Financial Results](index=2&type=section&id=Financial%20Results) Q3 revenue grew by $0.2 million to $9.6 million, primarily driven by increased sales of non-dormant alfalfa in Mexico and conventional grain sorghum in the U.S - Revenue growth was driven by a **$0.6 million increase** in non-dormant alfalfa sales in Mexico and a **$0.4 million increase** in U.S. conventional grain sorghum sales, partially offset by declines in other areas[6](index=6&type=chunk) - The gross margin improvement was primarily due to better life cycle management and a product mix shift from conventional sorghum to higher-margin Prussic Acid Free sorghum[7](index=7&type=chunk) - GAAP operating expenses decreased to **$4.3 million** from **$5.5 million**, driven by a **$1.0 million reduction** in SG&A and a **$0.2 million decrease** in depreciation and amortization[8](index=8&type=chunk) - Adjusted EBITDA turned positive to **$0.2 million** for Q3 FY2025, compared to a loss of **($2.2) million** in Q3 FY2024[11](index=11&type=chunk) [Fiscal 2025 Guidance](index=3&type=section&id=Fiscal%202025%20Guidance) The company has updated its fiscal 2025 guidance, lowering expectations due to market disruptions in the U.S. sorghum market caused by decreased exports to China Updated Fiscal 2025 Guidance | Metric | Updated FY2025 Guidance | FY2024 Comparable Revenue | | :--- | :--- | :--- | | Revenue | $29.0 million - $31.0 million | $38.0 million (from continuing ops) | | Adjusted EBITDA | ($8.5 million) - ($7.0 million) | N/A | - The change in guidance is primarily attributed to expected disruptions in the U.S. sorghum market following decreased customer exports to China[12](index=12&type=chunk) [Non-GAAP Financial Measures](index=3&type=section&id=Non-GAAP%20Financial%20Measures) S&W utilizes non-GAAP financial measures, including Adjusted EBITDA, adjusted operating expenses, and adjusted net loss, to supplement its GAAP results - The company uses non-GAAP measures like Adjusted EBITDA and adjusted net loss to facilitate period-to-period comparisons and analyze operating performance[15](index=15&type=chunk) - Key adjustments to GAAP figures include excluding non-recurring transaction costs, depreciation and amortization, net loss on discontinued operations, and equity in loss of investee (Vision Bioenergy)[18](index=18&type=chunk)[19](index=19&type=chunk)[24](index=24&type=chunk) - Guidance for Adjusted EBITDA is not reconciled to GAAP net loss because certain reconciling items are uncertain and cannot be reasonably predicted[17](index=17&type=chunk) [Financial Tables](index=6&type=section&id=Financial%20Tables) This section presents the unaudited consolidated financial statements, including the Statements of Operations, Balance Sheets, and Statements of Cash Flows, along with reconciliations of GAAP to non-GAAP financial measures for the periods ended March 31, 2025 [Consolidated Statements of Operations](index=8&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) For the third quarter of fiscal 2025, S&W reported revenue of $9.6 million, a slight increase from $9.4 million in the prior-year quarter Q3 Statement of Operations Summary (Unaudited) | Metric (Three Months Ended March 31) | 2025 (USD) | 2024 (USD) | | :--- | :--- | :--- | | Revenue | $9,552,427 | $9,367,984 | | Gross Profit | $3,605,332 | $2,305,624 | | Loss from Operations | ($662,601) | ($3,238,077) | | Net Loss from Continuing Operations | ($2,225,117) | ($4,810,077) | | Net Loss per Share (Continuing Ops) | ($1.04) | ($2.11) | [Consolidated Balance Sheets](index=9&type=section&id=CONSOLIDATED%20BALANCE%20SHEETS) As of March 31, 2025, the company's total assets stood at $69.6 million, a significant decrease from $120.7 million at June 30, 2024 Balance Sheet Summary (Unaudited) | Metric | March 31, 2025 (USD) | June 30, 2024 (USD) | | :--- | :--- | :--- | | Total Current Assets | $31,475,931 | $63,374,490 | | Total Assets | $69,613,381 | $120,725,541 | | Total Current Liabilities | $31,407,244 | $69,242,324 | | Total Liabilities | $36,636,066 | $75,694,416 | | Total Stockholders' Equity | $26,820,009 | $39,262,360 | [Consolidated Statements of Cash Flows](index=10&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) For the nine months ended March 31, 2025, net cash provided by operating activities from continuing operations was $1.1 million, a substantial improvement from the $4.0 million used in the prior-year period Cash Flow Summary (Nine Months Ended March 31, Unaudited) | Metric | 2025 (USD) | 2024 (USD) | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | ($347,965) | ($5,581,822) | | Net cash used in (provided by) investing activities | ($143,563) | $5,797,347 | | Net cash provided by (used in) financing activities | $553,186 | ($3,443,005) | | Cash and cash equivalents, end of period | $354,497 | $171,009 | [Reconciliation of Non-GAAP Measures](index=11&type=section&id=Reconciliation%20of%20Non-GAAP%20Measures) The tables provide detailed reconciliations from GAAP to non-GAAP metrics, showing that after adjustments, Q3 FY2025 Adjusted EBITDA was a positive $0.2 million, a significant improvement from the prior year Reconciliation of Net Loss to Non-GAAP Adjusted EBITDA (Q3) | Metric (Three Months Ended March 31) | 2025 (USD) | 2024 (USD) | | :--- | :--- | :--- | | Net loss attributable to S&W Seed Company | ($2,236,034) | ($5,500,537) | | Adjustments (Interest, Taxes, D&A, etc.) | $2,482,769 | $3,277,199 | | **Non-GAAP adjusted EBITDA** | **$246,735** | **($2,223,338)** | Reconciliation of Net Loss to Non-GAAP Adjusted Net Loss (Q3) | Metric (Three Months Ended March 31) | 2025 (USD) | 2024 (USD) | | :--- | :--- | :--- | | Net loss attributable to S&W Seed Company | ($2,236,034) | ($5,500,537) | | **Non-GAAP adjusted net loss** | **($1,215,236)** | **($4,081,246)** | | Non-GAAP adjusted net loss per share | ($0.57) | ($1.79) |

Core Insights - S&W Seed Company reported a year-over-year revenue growth of 2.0% for the third quarter of fiscal 2025, with total revenue reaching $9.6 million compared to $9.4 million in the same quarter of fiscal 2024 [4][11] - The company achieved a gross profit margin of 37.7% in the third quarter of fiscal 2025, significantly up from 24.6% in the same quarter of fiscal 2024, driven by improved product mix and lifecycle management [5][11] - Despite positive trends, the company revised its fiscal 2025 revenue expectations to a range of $29.0 to $31.0 million due to tariffs affecting exports to China and market uncertainties [10][11] Financial Performance - Total revenue for the third quarter of fiscal 2025 was $9.6 million, an increase of $0.2 million from the previous year, attributed to higher sales in non-dormant alfalfa and conventional grain sorghum [4][11] - Gross profit for the third quarter was $3.6 million, with a gross profit margin of 37.7%, reflecting a strong improvement in profitability compared to the previous year [5][11] - GAAP operating expenses decreased to $4.3 million in the third quarter of fiscal 2025 from $5.5 million in the same quarter of fiscal 2024, primarily due to reduced selling, general, and administrative expenses [6][11] Loss and Adjusted Metrics - The net loss from continuing operations for the third quarter of fiscal 2025 was $2.2 million, or $1.04 per share, a significant improvement from a net loss of $4.8 million, or $2.11 per share, in the same quarter of fiscal 2024 [7][11] - Adjusted EBITDA for the third quarter of fiscal 2025 was $0.2 million, compared to an adjusted EBITDA loss of $2.2 million in the same quarter of fiscal 2024, indicating a turnaround in operational performance [9][11] - The adjusted net loss for the third quarter of fiscal 2025 was $1.2 million, or $0.57 per share, compared to an adjusted net loss of $4.1 million, or $1.79 per share, in the same quarter of fiscal 2024 [8][11] Market Outlook - The company expressed optimism about the long-term demand for sorghum, particularly due to its nutritional benefits, including being high in protein and gluten-free [3] - S&W Seed Company is focusing on high-value, high-margin products such as Double Team and Prussic Acid Free sorghum, which have received strong endorsements from the domestic market [3] - The company anticipates that once market conditions stabilize, it will be well-positioned to regain market share and continue its growth trajectory [3]

Company Overview - S&W Seed Company is a multi-crop, middle-market agricultural company founded in 1980 and headquartered in Longmont, Colorado [4] - The company aims to be a preferred proprietary seed company to meet the growing demand for animal proteins and healthier consumer diets [4] - S&W is a leader in sorghum seeds and has significant research and development, production, and distribution capabilities [4] - The company also has a commercial presence in proprietary alfalfa and focuses on sustainable biofuel feedstocks, primarily through a partnership in camelina [4] Upcoming Financial Results - S&W Seed Company will report its third quarter fiscal year 2025 financial results for the period ended March 31, 2025, on Thursday, May 15, 2025, before the market opens [1] - A conference call to review the results is scheduled for the same day at 11:00 a.m. Eastern time [1] Conference Call Access - Interested parties can access the conference call by dialing (844) 861-5498 or (412) 317-6580, or via a live Internet webcast available on the company's Investor Relations website [2] - A teleconference replay will be available for seven days after the call, and a webcast replay will be accessible for 30 days [3]

Product Development and Business Strategy - The company plans to launch two new traits for sorghum products in fiscal 2025, including the second generation of Double Team and Prussic Acid Free [153]. - A new business model for private label customers will be introduced in fiscal 2025, focusing on licensing products, which is expected to enhance customer flexibility and control over costs [155]. - Research and development expenses will fluctuate based on the timing of various projects, with a focus on high-value activities in sorghum and proprietary traits [176]. Financial Performance - Revenue for the three months ended December 31, 2024, was $5,076,898, a decrease of $3,184,410 or 38.5% compared to $8,261,308 in the same period of 2023 [183]. - Gross profit decreased to $1,882,522, representing a gross profit margin of 37.1%, down from 42.8% in the prior year, a decline of 5.7 percentage points [186]. - Selling, general and administrative expenses increased by $444,920 to $4,687,826, accounting for 92.3% of revenue, compared to 51.4% in the previous year [187]. - Research and development expenses rose by $108,992 to $832,586, representing 16.4% of revenue, up from 8.8% in the prior year [188]. - The net loss from continuing operations before income taxes was $5,527,125, an increase of $2,347,808 or 73.8% compared to a loss of $3,179,317 in the same period of 2023 [192]. - For the six months ended December 31, 2024, revenue was $13,386,374, down $5,632,281 or 29.6% from $19,018,655 in the same period of 2023 [194]. - The gross profit for the six months ended December 31, 2024, was $3,218,891, a decrease of $3,040,191 or 48.6% compared to $6,259,082 in the prior year [194]. - Total operating expenses for the six months ended December 31, 2024, were $11,796,731, an increase of $342,768 or 3.0% from $11,453,963 in the same period of 2023 [194]. - The company recorded a net loss of $1,660,857 for the three months ended December 31, 2024, a decrease of $4,833,189 or 74.4% compared to a loss of $6,494,046 in the same period of 2023 [194]. Market and Economic Conditions - The company expects fluctuations in product revenue due to geopolitical and macroeconomic events, including the military conflict between Russia and Ukraine and global inflation [172]. - Inflationary pressures on labor and commodity prices are expected to continue impacting results throughout fiscal year 2025, with the company managing costs through selective price increases [244]. Cash Flow and Financing - Cash flows from operating activities for the six months ended December 31, 2024, were $5,359,175, compared to $1,874,127 for the same period in 2023 [237]. - Cash and cash equivalents at the end of the period were $1,393,200, an increase from $1,070,962 at the end of the same period in 2023 [237]. - The Mountain Ridge Credit Agreement provides a senior secured credit facility of up to $25.0 million, maturing on February 20, 2026, with a potential extension to December 19, 2027 [221]. - The initial advance under the Mountain Ridge Credit Facility was used to fully repay obligations to CIBC, with future advances available for working capital and general corporate purposes [222]. - Loan advances under the Mountain Ridge Credit Facility bear interest at a rate based on one-month term SOFR plus an applicable margin of 8.0% [223]. - The Mountain Ridge Credit Agreement includes various covenants, and failure to comply may result in acceleration of repayment obligations [224]. - The company is not profitable and has had negative cash flow from operations for several years, necessitating reliance on debt and equity financings [219]. - The company expects to meet future cash requirements through existing cash, cash flows from operations, and debt financing [220]. Discontinued Operations and Deconsolidation - S&W Australia was deconsolidated from the company's financial statements effective July 24, 2024, due to its voluntary administration process [156]. - The company had a net loss from discontinued operations of $1.6 million, primarily due to a $5.1 million loss on the disposal of S&W Australia [204]. - The net loss from discontinued operations improved by $7,328,571, resulting in a net income of $4,592,714 for the three months ended December 31, 2024, compared to a loss of $2,735,857 in the prior year [193]. Accounting and Compliance - The effective tax rate is influenced by differences in expense deductibility and tax planning opportunities, with a full valuation allowance recorded against U.S. deferred tax assets [181]. - The company received a waiver from AgAmerica for non-compliance with reporting requirements due to delayed filing of the Annual Report [233]. - Adverse geopolitical and macroeconomic events have increased the risk of non-compliance with covenants, potentially leading to foreclosure on pledged assets [234]. - Future liquidity and capital requirements will be influenced by factors including debt maturity, operating income sustainability, and market developments [234]. - There have been no material changes to critical accounting policies or methodologies used for estimates from those described in the previous annual report [246].

Financial Data and Key Metrics Changes - For Q2 2025, the company reported revenue of $5.1 million, down from $8.3 million in Q2 2024, with the previous year's figure excluding Australian operations [34][41] - Adjusted EBITDA for Q2 was a negative $2.9 million compared to negative $1.1 million in Q2 2024, with the first half of fiscal 2025 showing an adjusted EBITDA of negative $6 million [45][46] - Gross profit margin for Q2 was 37.1%, down from 42.8% in the same quarter last year, primarily due to lower revenue from Double Team [41][42] Business Line Data and Key Metrics Changes - Sorghum revenue, including Double Team and conventional sorghum, was $3.1 million, while forage revenue was $1.7 million [36] - The company expects total global sorghum revenue for fiscal 2025 to be between $24 million and $27.5 million, with Double Team contributing $12 million to $14.5 million [39][40] Market Data and Key Metrics Changes - The company anticipates a significant ramp in sales during Q3 and Q4, which are expected to account for 65% to 70% of annualized sales [37][27] - The U.S. is a net exporter of sorghum, with China being the primary importer, and potential tariffs could impact pricing and planting decisions [24][102] Company Strategy and Development Direction - The company is focusing on high-value crop opportunities, particularly in sorghum and Camelina, to drive growth and profitability [9][14] - A new $25 million working capital facility has been secured, which is seen as a strong endorsement of the company's future [11][47] - The company is transitioning its business model to align royalty payments with sales timing, which is expected to enhance market penetration [25][26] Management's Comments on Operating Environment and Future Outlook - Management expressed caution regarding macro factors such as tariffs and rising prices of alternative crops, which could impact sorghum planting decisions [24][102] - The company is optimistic about the future of Double Team, citing high grower satisfaction and a strong market position [23][15] Other Important Information - The divestiture of the Australian subsidiary has moved all related operations to discontinued operations for FY2024 [33] - The company is exploring various strategic alternatives to enhance shareholder value, although no specific outcomes have been determined [30][31] Q&A Session Summary Question: What is the level of inventory for DT sorghum? - Management indicated that over 50% of the business comes from the Sorghum Partners brand, with unsold inventory returned to the warehouse, ensuring a fresh start each year [56][57] Question: What is the expected level of sorghum acreage in the U.S.? - Management noted that while sorghum acreage had been on a growth trend, it declined last year, and they did not build their plan on a return to previous high acreage levels [66][69] Question: What is the update on debt levels and the new credit facility? - The company anticipates ending fiscal 2025 with a lower debt position than last year, supported by the new credit facility [72][73] Question: Are there constraints in selling the VBO position? - Management stated that while they cannot disclose specifics, they are looking at all opportunities to bring value to shareholders [88][89] Question: Have you considered going to the OTC to save costs? - Management acknowledged the potential savings from being publicly traded and indicated that this is part of the broader strategic review [90][91]

Revenue Performance - Revenue for Q2 fiscal 2025 was $5.1 million, a 38.5% decrease compared to $8.3 million in Q2 fiscal 2024[9] - Revenue for the three months ended December 31, 2024, was $5,076,898, a decrease of 38.5% compared to $8,261,308 for the same period in 2023[38] - S&W expects fiscal 2025 revenue to range from $34.5 million to $38.0 million, including approximately $4.1 million of international sales in Q1 fiscal 2025[16] Profitability and Loss - Gross profit margin for Q2 fiscal 2025 was 37.1%, down from 42.8% in Q2 fiscal 2024, primarily due to decreased sales of high-margin products[10] - Net loss from continuing operations was ($6.3) million, or ($2.73) per share, compared to a loss of ($3.8) million, or ($1.66) per share in Q2 fiscal 2024[13] - Adjusted EBITDA for Q2 fiscal 2025 was ($2.9) million, worsening from ($1.1) million in Q2 fiscal 2024[15] - Net loss attributable to S&W Seed Company for the six months ended December 31, 2024, was $17,890,583, compared to a net loss of $12,418,481 in 2023, representing a 43.9% increase in loss[38] - The company reported a net loss per share from continuing operations of $5.46 for the six months ended December 31, 2024, compared to $3.81 in 2023[38] - Non-GAAP adjusted net loss for the six months ended December 31, 2024, was $9,623,047, compared to $6,574,749 for the same period in 2023, representing an increase of approximately 46%[44] Operating Expenses - GAAP operating expenses were $6.2 million in Q2 fiscal 2025, up from $5.7 million in Q2 fiscal 2024[11] - Operating expenses for the six months ended December 31, 2024, were $11,796,731, slightly up from $11,453,963 in the same period of 2023, reflecting an increase of about 3%[43] - Research and development expenses for the six months ended December 31, 2024, were $1,574,406, compared to $1,502,483 in 2023, reflecting a 4.8% increase[38] Strategic Initiatives - S&W is exploring various strategic alternatives to enhance shareholder value, including potential mergers or recapitalization[8] - The company is exploring various strategic alternatives, including potential transactions or outcomes from divesting its Australian subsidiary[35] Financial Position - Total current assets decreased from $63,374,490 as of June 30, 2024, to $34,198,471 as of December 31, 2024, representing a decline of approximately 46%[40] - Total liabilities decreased from $75,694,416 as of June 30, 2024, to $38,330,024 as of December 31, 2024, a reduction of about 49%[40] - Total stockholders' equity decreased from $39,262,360 as of June 30, 2024, to $28,963,859 as of December 31, 2024, a decline of about 26%[40] Cash Flow - The company experienced a net cash provided by operating activities of $3,924,258 for the six months ended December 31, 2024, compared to $1,436,824 for the same period in 2023, an increase of approximately 173%[42] - Cash and cash equivalents increased to $1,393,200 at the end of the period from $286,508 at the beginning, marking a significant increase of approximately 386%[42] Other Financial Metrics - Non-GAAP adjusted EBITDA for the six months ended December 31, 2024, was $(5,997,141), an increase in loss from $(2,796,305) in the same period of 2023[45] - Interest expense for the three months ended December 31, 2024, was $830,235, up from $712,290 in the same period of 2023[45] - Depreciation and amortization for the six months ended December 31, 2024, totaled $1,510,804, compared to $1,625,385 in the same period of 2023[45] - Non-recurring transaction costs for the three months ended December 31, 2024, were $601,442, significantly higher than $48,551 in the same period of 2023[45] - Equity in loss of equity method investee (Vision Bioenergy) for the six months ended December 31, 2024, was $1,571,775, compared to $1,354,012 in the same period of 2023[45] - Foreign currency loss for the six months ended December 31, 2024, was $8,739, compared to a gain of $(24,557) in the same period of 2023[45]