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 ended March 31, 2023 or ☐ 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) (State or Other Juris ...

Forward-Looking Statements Strategic Review In 2022, S&W underwent a strategic review to determine areas it believes are 'Key Centers of Value' and align its cost structure to drive revenue growth and value generation. 2019 (141,073) Est. FY 23 Growth Operating Expense Reduction $(2) - $(7) Million 1 Figures on this slide represent S&W Seed Company's estimates of future performance. Adjusted EBITDA is a non-GAAP financial measure; for further information, see "Non-GAAP Financial Measures" in the appendix. 2 ...

S&W Seed Company (NASDAQ:SANW) Q2 2023 Earnings Conference Call February 13, 2023 11:00 AM ET Company Participants Robert Blum - IR, Lytham Partners Mark Wong - President and Chief Executive Officer Betsy Horton - Chief Financial Officer Conference Call Participants Ben Klieve - Lake Street Gerry Sweeney - Roth Capital Operator Good day, and welcome to the S&W Seed Company’s Second Quarter 2023 Financial Results Conference Call. All participants will be in listen-only mode. [Operator Instructions] Please no ...

[PART I. FINANCIAL INFORMATION](index=5&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements, detailing the company's financial position, results, and cash flows for the period ended December 31, 2022 [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of December 31, 2022, total assets were $134.2 million, total liabilities increased to $87.1 million, and stockholders' equity decreased to $42.1 million Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | Dec 31, 2022 | June 30, 2022 | | :--- | :--- | :--- | | **Total Current Assets** | $81,662 | $77,230 | | **Total Assets** | $134,221 | $133,788 | | **Total Current Liabilities** | $80,065 | $48,291 | | **Total Liabilities** | $87,136 | $77,574 | | **Total Stockholders' Equity** | $42,052 | $51,409 | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the three and six months ended December 31, 2022, revenue increased and net loss significantly narrowed compared to the prior year Statement of Operations Summary (Three Months Ended Dec 31) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | Revenue | $12,937,802 | $12,631,409 | | Gross Profit | $2,749,291 | $1,660,364 | | Loss from Operations | $(6,249,547) | $(8,897,022) | | Net Loss Attributable to S&W | $(5,986,005) | $(9,795,102) | | Net Loss per Share | $(0.14) | $(0.25) | Statement of Operations Summary (Six Months Ended Dec 31) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | Revenue | $32,803,667 | $28,163,090 | | Gross Profit | $7,253,802 | $4,787,033 | | Loss from Operations | $(9,649,447) | $(14,666,093) | | Net Loss Attributable to S&W | $(10,494,946) | $(16,195,077) | | Net Loss per Share | $(0.25) | $(0.43) | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended December 31, 2022, operating cash flow remained negative, while investing activities provided cash, leading to a net decrease in cash Cash Flow Summary (Six Months Ended Dec 31) | Activity | 2022 | 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | $(8,399,653) | $(8,065,824) | | Net cash provided by (used in) investing activities | $2,248,663 | $(1,206,255) | | Net cash provided by financing activities | $5,446,944 | $8,699,613 | | **Net Decrease in Cash** | **$(728,336)** | **$(805,871)** | [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes highlight a 'going concern' warning, strategic partnerships with Trigall and Shell, and details on revenue sources and debt structure - The company's financial statements include a 'going concern' warning, citing a net loss of **$10.5 million** and **$8.4 million** in cash used by operations for the six months ended Dec 31, 2022. This raises substantial doubt about its ability to continue operating[36](index=36&type=chunk)[37](index=37&type=chunk) - Effective December 23, 2022, the company partnered with Trigall Genetics, selling an 80% interest in its Australian wheat subsidiary for **$2.0 million** in cash, a **$1.0 million** promissory note, and a 20% equity stake[28](index=28&type=chunk) - Subsequent to the quarter end, on February 6, 2023, the company entered a major partnership with Shell for biofuel feedstock development. Shell contributed cash, paid **$7.0 million** to S&W, and paid off S&W's **~$7.0 million** Rooster Note[99](index=99&type=chunk)[102](index=102&type=chunk) Revenue by Destination Country (Six Months Ended Dec 31) | Country | 2022 Revenue | % of Total | 2021 Revenue | % of Total | | :--- | :--- | :--- | :--- | :--- | | Saudi Arabia | $7,337,966 | 22% | $5,147,756 | 18% | | United States | $6,104,580 | 19% | $6,069,406 | 22% | | Australia | $5,059,366 | 15% | $5,679,852 | 20% | | Other | $14,301,455 | 44% | $11,266,526 | 40% | | **Total** | **$32,803,667** | **100%** | **$28,163,090** | **100%** | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses strategic focus on sorghum and forages, improved operational results, and ongoing liquidity challenges including debt refinancing [Strategic Review](index=23&type=section&id=Strategic%20Review) The company's strategic review focuses on core value centers, aiming to reduce operating expenses and improve liquidity through key partnerships - The company is implementing a plan to reduce annual operating expenses by approximately **$4.0 to $5.0 million** through strategic partnerships, streamlining European operations, and reducing headcount[111](index=111&type=chunk) - A key strategic initiative is the partnership with Shell to develop camelina and other oilseeds for biofuel production, leveraging S&W's capabilities in seed production and processing[105](index=105&type=chunk)[108](index=108&type=chunk) - The partnership with Trigall Genetics for wheat development in Australia involved S&W contributing its breeding program for **$2.0 million** cash, a **$1.0 million** note, and a 20% ownership stake in the new entity, Trigall Australia[107](index=107&type=chunk) [Results of Operations](index=26&type=section&id=Results%20of%20Operations) Operational results show increased revenue, improved gross profit, and reduced net loss for both the three and six-month periods ended December 31, 2022 Three Months Ended Dec 31, 2022 vs 2021 | Metric | 2022 | 2021 | % Change | | :--- | :--- | :--- | :--- | | Revenue | $12.9M | $12.6M | +2.4% | | Gross Profit | $2.7M | $1.7M | +65.6% | | Operating Expenses | $9.0M | $10.6M | -14.8% | | Net Loss | $(6.0)M | $(9.8)M | -38.8% | Six Months Ended Dec 31, 2022 vs 2021 | Metric | 2022 | 2021 | % Change | | :--- | :--- | :--- | :--- | | Revenue | $32.8M | $28.2M | +16.5% | | Gross Profit | $7.3M | $4.8M | +51.5% | | Operating Expenses | $16.9M | $19.5M | -13.1% | | Net Loss | $(10.5)M | $(16.2)M | -35.1% | - The improvement in gross margin for Q2 was driven by increased sales of higher-margin alfalfa in the MENA region and grain sorghum in North America, coupled with decreased sales of lower-margin products[133](index=133&type=chunk) [Liquidity and Capital Resources](index=30&type=section&id=Liquidity%20and%20Capital%20Resources) The company faces significant liquidity challenges, including historical covenant non-compliance and debt refinancing needs, but expects sufficiency for the next 12 months - The company has a history of non-compliance with covenants in its CIBC Loan Agreement and was required to obtain waivers. The agreement matures on March 23, 2023, and the company is actively pursuing refinancing[167](index=167&type=chunk)[177](index=177&type=chunk) - To support its obligations, the company's largest stockholder, MFP Partners, provided a letter of credit and a subordinate loan agreement for up to **$12.0 million**[171](index=171&type=chunk)[172](index=172&type=chunk) - The company believes cash flow from operations, payments from the Shell partnership, and existing debt facilities will be sufficient to meet cash requirements for the next 12 months[165](index=165&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=35&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 market risk disclosures - The company is a smaller reporting company and is not required to provide information regarding market risk[193](index=193&type=chunk) [Item 4. Controls and Procedures](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of December 31, 2022, with no significant changes to internal controls - Based on an evaluation as of December 31, 2022, the Principal Executive Officer and Principal Financial Officer concluded that the company's disclosure controls and procedures were effective[195](index=195&type=chunk) - There were no changes in internal control over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, these controls[196](index=196&type=chunk) [PART II. OTHER INFORMATION](index=37&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity sales, defaults, other information, and exhibits [Item 1. Legal Proceedings](index=37&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal matters but expects no material adverse impact from current pending proceedings - The company reports no pending legal proceedings that are expected to have a material adverse impact on its business or financials[198](index=198&type=chunk) [Item 1A. Risk Factors](index=37&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, S&W Seed Company is not required to provide risk factor disclosures - The company is a smaller reporting company and is not required to provide risk factor disclosures in its Form 10-Q[199](index=199&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=37&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - None[200](index=200&type=chunk) [Item 3. Defaults Upon Senior Securities](index=37&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - None[201](index=201&type=chunk) [Item 5. Other Information](index=37&type=section&id=Item%205.%20Other%20Information) The company's Australian subsidiary amended its NAB Finance Agreement to revise the maximum permissible net related entity position - On February 8, 2023, the NAB Finance Agreement was amended to change the maximum net related entity position from **AUD $25.0 million** to **USD $18.5 million**[203](index=203&type=chunk) [Item 6. Exhibits](index=38&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including loan agreement amendments and officer certifications

Financial Data and Key Metrics Changes - The company reported Q1 2023 revenue of $19.9 million, an increase of 28% compared to $15.5 million in Q1 2022 [12][40] - Adjusted EBITDA improved from negative $4.0 million to negative $1.6 million, a $2.4 million improvement [12][48] - Gross profit margins improved by 260 basis points compared to Q1 of fiscal 2022 [12][14] Business Line Data and Key Metrics Changes - The U.S. sorghum technology operations, particularly the Double Team product, generated approximately $3 million in sales, with expectations of $12 million in total sales for the year [16][20] - International forage operations saw a $3.5 million increase in sales, primarily driven by strong alfalfa results [40][28] - The U.S. forage business remains steady, with expected annual revenue of $10 million to $11 million [30] Market Data and Key Metrics Changes - Alfalfa pricing increased by 22% compared to the same period last year, contributing to improved margins [25] - The company faced challenges in the Australian market due to flooding, impacting domestic business but expects recovery later in the year [27] Company Strategy and Development Direction - The company is focused on commercial execution and profitability, leveraging four key centers of value: sorghum technology, international forage operations, U.S. forage operations, and specialty crops [10][11] - Plans to expand Double Team sales through private label partnerships to enhance distribution and market penetration [18][19] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about achieving the high end of revenue guidance for fiscal 2023, expecting sales between $80 million and $92 million [36][42] - The company is actively pursuing long-term financing and partnerships to support growth and manage cash burn [58][85] Other Important Information - The company has entered into a new credit facility with the National Australian Bank, increasing borrowing capacity to approximately $31.8 million USD [34][54] - Management highlighted the importance of inventory management and lifecycle management to avoid significant write-downs in the future [45][46] Q&A Session Summary Question: Update on camelina initiative and expected plantings - The company plans to plant about 300 acres of camelina, targeting the biodiesel market and emphasizing the importance of stable seed supply [65][68] Question: Discussion on private label business model for sorghum - Management explained the strategy to increase sales through private label partnerships, aiming for significant growth in 2024 [70][75] Question: Insights on technology growth areas and future guidance - Management acknowledged changes in market conditions but remains optimistic about technology-based products and profitability [79][82] Question: Impact of credit line adjustments on working capital - Management confirmed that recent credit facility adjustments provide sufficient working capital to manage cash burn [84][85] Question: Potential for non-core business development for cash infusion - Management emphasized focus on core opportunities and potential partnerships in the biodiesel market [87][90]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _____________ S&W SEED COMPANY (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of Incorporation or Organization) N ...

S&W Seed Company (NASDAQ:SANW) Q4 2022 Earnings Conference Call September 28, 2022 11:00 AM ET Company Participants Robert Blum - IR, Lytham Partners Mark Wong - CEO Betsy Horton - CFO Conference Call Participants Ben Klieve - Lake Street Capital Markets Arvind Mallik - KMF Investments Operator Good morning, and welcome to the S&W Seed Company’s Fourth Quarter and Fiscal Year 2022 Financial Results Conference Call. All participants will be in a listen-only mode. [Operator Instructions] Please note, that thi ...

S&W Seed Company (NASDAQ:SANW) Q3 2022 Earnings Conference Call May 16, 2022 11:00 AM ET Company Participants Robert Blum – Investor Relations-Lytham Partners Mark Wong – President and Chief Executive Officer Betsy Horton – Chief Financial Officer Conference Call Participants Ben Klieve – Lake Street Capital Markets Kurt Caramanidis – Carl M.Hennig, Inc Jonathon Fite – KMF Investments. Brett Reiss – Janney Montgomery Scott Operator Good morning, and welcome to the S&W Seed Company’s Third Quarter Fiscal Yea ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q For the transition period from _____________ to _____________ Commission File Number: 001-34719 S&W SEED COMPANY (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of Incorporation or Organization) Nevada 27-1275784 (I.R.S. Employer Identification No.) 2101 Ken Pratt Blvd, Suite 201, Longmont, CO 80501 (Address of Principal Executive Of ices) (Zip Code) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO ...

Financial Data and Key Metrics Changes - Core revenue for Q2 2022 was $12.6 million, a 15% increase from $11 million in Q2 2021, primarily driven by sales to the Middle East, Argentina, and South Africa [35][36][38] - GAAP gross margins were 13.1%, slightly down from 13.5% in the prior year, while adjusted gross margins improved to 16.6% from 13.8%, indicating a 680 basis point increase on a relative basis [41][42] - Adjusted EBITDA for the quarter was a negative $6.5 million, compared to a negative $5.5 million in the prior year [46][47] Business Line Data and Key Metrics Changes - The second quarter is characterized by lower margin international alfalfa seed sales, with higher margin sorghum sales expected in the third and fourth quarters [36] - Strong demand for alfalfa is noted, particularly due to rising dairy prices, leading to increased prices for high-performing alfalfa varieties [24][25] - The introduction of Double Team sorghum is highlighted as a significant opportunity, with margins expected to be much higher than other products [19][50] Market Data and Key Metrics Changes - The USDA projected net farm income for 2022 at $113 billion, down 4.5% from 2021, indicating a cautious outlook for farmers amid rising costs [10][12] - The sorghum crop planted area increased by 24% to 7.3 million acres, reflecting farmers' interest in more profitable alternatives to corn [20][21] Company Strategy and Development Direction - The company is focusing on maximizing high-margin crops like Double Team sorghum while reducing emphasis on lower-margin crops [57][58] - There is an ongoing evaluation of financing and strategic alternatives to support growth, particularly in the Double Team product line [58][60] - The company is exploring opportunities in biofuels and bioplastics, leveraging its sorghum portfolio for additional revenue streams [70] Management's Comments on Operating Environment and Future Outlook - Management acknowledges ongoing supply chain challenges affecting revenue timing and shipment logistics, with expectations for these issues to persist throughout the year [39][40] - The company remains optimistic about achieving revenue growth and margin improvements in the second half of the fiscal year, driven by the Double Team product [50][51] Other Important Information - The company is implementing price increases across its product lines to address rising costs and improve gross margins [43] - Operating expenses for Q2 2022 were $10.6 million, up from $9.4 million in the prior year, primarily due to non-recurring employee-related expenses [44] Q&A Session Summary Question: Can you elaborate on the restructuring mentioned in the press release? - Management indicated that as market share grows with Double Team, the focus will shift to high-margin crops, minimizing efforts on low-margin products [57] Question: What is the status of financing and strategic alternatives? - The company is exploring options to maximize available debt and may need to raise equity to support growth initiatives, particularly for Double Team [58][60] Question: What needs to happen to achieve the $130 million revenue target and 10% EBITDA margin by fiscal '24? - Management expects continued growth in the core business and significant contributions from Double Team to meet these targets [61][62] Question: Are supply chain issues affecting the scaling of inventory for Double Team? - Currently, the limitation is on seed multiplication biology rather than supply chain issues, with no expected problems on the seed side [68][69] Question: How does the company view opportunities in biofuels and bioplastics? - The company is focused on producing second crops that do not enter the food chain, allowing for the use of advanced agricultural technologies [70] Question: What is the approach to maintaining or reducing operating expenses? - The company aims to reduce operating expenses both in absolute terms and as a percentage of revenue, focusing on efficiency across its portfolio [72]