[PART I. FINANCIAL INFORMATION](index=5&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements) Presents unaudited consolidated financial statements for the periods, detailing financial position, performance, and cash flows, showing a net loss [Notes to Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Provides crucial context to financial statements, detailing accounting policies, customer concentration, international sales, and significant going concern doubts due to liquidity issues - The company has significant customer concentration, with **four customers accounting for 23% of revenue** in Q2 2022 and **one customer accounting for 29%** in Q2 2021[50](index=50&type=chunk) - International sales represent a major component of revenue, increasing to **81% for the three months** and **78% for the six months ended December 31, 2021**, from 55% and 58% in prior-year periods respectively[52](index=52&type=chunk) - The company has expressed substantial doubt regarding its ability to continue as a going concern due to uncertain cash flow, upcoming debt maturities in late 2022, and the need for additional capital[60](index=60&type=chunk)[215](index=215&type=chunk) - Distribution and production agreements with Pioneer (Corteva) were terminated in May 2019, with final seed deliveries completed in March 2021, and no significant future revenue expected from Corteva[97](index=97&type=chunk)[98](index=98&type=chunk)[102](index=102&type=chunk) - In October 2021, the company sold **1,847,343 shares of common stock** to its largest stockholder and certain directors/officers for approximately **$5.0 million** in gross proceeds[148](index=148&type=chunk) Consolidated Balance Sheet Highlights (as of December 31, 2021) | Metric | Amount (USD) | | :--- | :--- | | **Total Current Assets** | $88,205,602 | | **Total Assets** | $150,250,983 | | **Total Current Liabilities** | $54,967,847 | | **Total Liabilities** | $86,090,454 | | **Total Stockholders' Equity** | $64,160,529 | Consolidated Statement of Operations Highlights | Metric | Three Months Ended Dec 31, 2021 | Three Months Ended Dec 31, 2020 | Six Months Ended Dec 31, 2021 | Six Months Ended Dec 31, 2020 | | :--- | :--- | :--- | :--- | :--- | | **Revenue** | $12,631,409 | $15,051,331 | $28,163,090 | $28,906,717 | | **Gross Profit** | $1,660,364 | $2,038,160 | $4,787,033 | $3,819,092 | | **Loss from Operations** | $(8,897,022) | $(7,362,251) | $(14,666,093) | $(13,659,837) | | **Net Loss** | $(9,781,565) | $(8,395,242) | $(16,195,806) | $(15,581,117) | | **Net Loss per Share (Basic & Diluted)** | $(0.25) | $(0.25) | $(0.43) | $(0.47) | Consolidated Statement of Cash Flows Highlights (Six Months Ended Dec 31) | Cash Flow Activity | 2021 | 2020 | | :--- | :--- | :--- | | **Net cash used in operating activities** | $(8,065,824) | $(7,887,079) | | **Net cash (used in) provided by investing activities** | $(1,206,255) | $282,469 | | **Net cash provided by financing activities** | $8,699,613 | $5,828,555 | | **Net Decrease in Cash** | $(805,871) | $(1,197,015) | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance, condition, and liquidity, highlighting revenue decline due to Pioneer sales cessation, widening net loss, and significant going concern doubts [Results of Operations](index=33&type=section&id=Results%20of%20Operations) Analyzes Q2 FY2022 performance, noting a revenue decline due to Pioneer sales cessation, offset by core revenue growth, and an increased net loss from higher SG&A expenses Revenue Comparison (Three Months Ended Dec 31) | Revenue Type | 2021 | 2020 | Change | | :--- | :--- | :--- | :--- | | **Total Revenue** | $12.6M | $15.1M | $(2.5)M | | **Pioneer Revenue** | $0 | $4.1M | $(4.1)M | | **Core Revenue** | $12.6M | $11.0M | $1.6M (15% increase) | - SG&A expense increased by **$1.2 million** in Q2 2022, primarily due to **$0.7 million in non-recurring severance costs** for a CFO change and a **$0.5 million increase in stock-based compensation**[185](index=185&type=chunk) Financial Performance (Six Months Ended Dec 31) | Metric | 2021 | 2020 | Change | | :--- | :--- | :--- | :--- | | **Total Revenue** | $28.2M | $28.9M | $(0.7)M | | **Core Revenue** | $28.2M | $23.2M | $5.0M (21.4% increase) | | **Gross Profit Margin** | 17.0% | 13.2% | +3.8 ppt | | **Net Loss** | $(16.2)M | $(15.6)M | $(0.6)M | [Liquidity and Capital Resources](index=38&type=section&id=Liquidity%20and%20Capital%20Resources) Details the company's significant liquidity challenges, negative operating cash flow, and substantial going concern doubt, emphasizing the need for debt refinancing and additional capital - The company is not profitable and has experienced negative cash flow from operations for several years, relying on debt and equity financing[214](index=214&type=chunk) - The company is actively engaging with potential lenders to refinance its CIBC Credit Facility and secured note with Conterra, both maturing in late 2022[226](index=226&type=chunk)[232](index=232&type=chunk) - As of December 31, 2021, **$6.2 million** remained available for sale under the At Market Issuance (ATM) Sales Agreement[235](index=235&type=chunk) - The company obtained a covenant waiver from CIBC for the quarter ended December 31, 2021, due to CFO transition costs, ensuring loan agreement compliance[119](index=119&type=chunk)[215](index=215&type=chunk)[224](index=224&type=chunk) [Critical Accounting Policies](index=45&type=section&id=Critical%20Accounting%20Policies) Identifies critical accounting policies requiring significant judgment and estimation, including goodwill, intangible assets, stock-based compensation, income taxes, inventories, and doubtful accounts - Key critical accounting policies requiring significant estimates and judgments include Goodwill, Intangible Assets, Stock-Based Compensation, Income Taxes, Inventories, and Allowance for Doubtful Accounts[249](index=249&type=chunk)[250](index=250&type=chunk)[252](index=252&type=chunk) - Inventory write-downs of **$0.7 million** and **$0.9 million** were recognized for the six months ended December 31, 2021 and 2020 respectively, due to quality and germination rate deterioration[259](index=259&type=chunk)[260](index=260&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=46&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide disclosures on market risk - The company is a smaller reporting company and is not required to provide information for this item[262](index=262&type=chunk) [Controls and Procedures](index=46&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of December 31, 2021, with no material changes in internal control over financial reporting - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2021[264](index=264&type=chunk) - No significant changes in internal control over financial reporting were identified during the quarter[265](index=265&type=chunk) [PART II. OTHER INFORMATION](index=48&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=48&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no material legal proceedings for the period - No material legal proceedings were reported[268](index=268&type=chunk) [Risk Factors](index=48&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, the company is not required to provide information on risk factors - The company is a smaller reporting company and is not required to provide information for this item[269](index=269&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=48&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds - No unregistered sales of equity securities or use of proceeds were reported[270](index=270&type=chunk) [Other Information](index=48&type=section&id=Item%205.%20Other%20Information) The company reported no other material information for the period - No other material information was reported for the period[273](index=273&type=chunk) [Exhibits](index=49&type=section&id=Item%206.%20Exhibits) Lists exhibits filed with the Form 10-Q, including financing, employment, and securities agreements, along with CEO and CFO certifications - Key exhibits filed include a Finance Agreement with National Australia Bank, employment and separation agreements for CFOs, and CEO/CFO certifications[275](index=275&type=chunk)

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 September 30, 2021 or (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 ...

Financial Data and Key Metrics Changes - Core revenue for Q1 2022 was $15.5 million, a 27% increase from $12.2 million in Q1 2021, primarily driven by growth in the MENA and Australia regions [31] - GAAP gross margins improved to 20.1% from 12.9% in the prior year, while adjusted gross margins rose to 22.1% from 19.4% [37] - The company expects annual fiscal 2022 revenue to be in the range of $80 million to $85 million, representing a year-over-year growth of approximately 15% to 20% [34] Business Line Data and Key Metrics Changes - The demand for seeds, particularly for the Double Team trait in sorghum, is high, with expectations of being sold out in the 2022 fiscal year [23] - The company is experiencing strong pricing improvements in non-dormant alfalfa, especially in the MENA region, contributing to gross margin improvements [52] Market Data and Key Metrics Changes - Commodity prices for corn, soybean, sorghum, and wheat are at record highs, positively impacting farmer profitability and increasing demand for seeds [7][8] - The logistics challenges have resulted in approximately $5 million of sales orders shifting from Q4 2021 to Q1 2022, complicating shipment forecasts [33] Company Strategy and Development Direction - The company is focusing on maximizing sales and profits in the third and fourth quarters, which are its largest sales periods [46] - There is a strategic push to license the Double Team trait to other seed companies, indicating a focus on expanding market reach [25] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the agricultural markets, noting that high grain prices are changing farmers' purchasing behavior and increasing demand for S&W's products [55][58] - The company is actively managing logistics issues and has passed some freight costs onto customers to mitigate challenges [22] Other Important Information - The company completed a $5 million equity raise in October, which is expected to support operations through the fiscal year [44] - The company is in discussions with Ingredion regarding the potential construction of a new production facility for stevia in the U.S. [84] Q&A Session Summary Question: Can you help me understand the cadence of the margin build? - Management indicated that about 70% of revenues occur in the back half of the year, with Q1 and Q2 primarily focused on lower-margin alfalfa sales [51][52] Question: How do you see farmers considering the tradeoff between corn and sorghum? - Management noted that rising nitrogen prices may lead farmers to consider sorghum more favorably, especially with the introduction of the Double Team trait [61][62] Question: Can you elaborate on expectations around communicating results from the stevia pilot plots? - Preliminary information on yields from the North Carolina plots is expected by the end of the fiscal year, but full results will take longer due to the nature of agricultural production [65][66] Question: Was there any carryover from the first quarter into the second quarter? - Management confirmed that ongoing logistical challenges have pushed some orders from Q1 to Q2, but they are focused on ensuring timely delivery for planting seasons [73][74]

Revenue and Sales Performance - Revenue for the year ended June 30, 2021, was $84.0 million, an increase of $4.4 million from $79.6 million in 2020, primarily due to a $9.9 million increase in core product revenue [201]. - Core Revenue for the year ended June 30, 2021, was $69.8 million, representing an increase of $9.9 million or 16.6% compared to $59.9 million in 2020, largely attributed to the Pasture Genetics operation acquired in February 2020 [202]. - Sales into international markets accounted for 56% of total revenue for the year ended June 30, 2021, compared to 54% in 2020, while domestic revenue decreased to 44% from 46% [203]. - Total revenue for the year ended June 30, 2021, was $84.0 million, a 5.5% increase from $79.6 million in 2020 [204]. Operational Challenges - The company has experienced logistical challenges during the twelve months ended June 30, 2021, due to limited availability of trucks and rising shipping costs, which are expected to persist throughout fiscal 2022 [184]. - The company expects logistical challenges to persist throughout fiscal 2022, impacting operational efficiency and costs [207]. - The company has shifted sales activities to video conferencing due to COVID-19, which has been less effective than in-person sales efforts, potentially impacting sales cycles [183]. Financial Performance - Cost of revenue for the year ended June 30, 2021, was $70.4 million, representing 83.7% of total revenue, compared to 81.2% in 2020 [205][206]. - Gross profit margin decreased to 16.3% for the year ended June 30, 2021, down from 18.8% in the prior year, primarily due to logistical challenges and a higher concentration of lower-margin products [207]. - Selling, General and Administrative (SG&A) expenses totaled $21.9 million for the year ended June 30, 2021, a slight increase from $21.3 million in 2020, with SG&A as a percentage of revenue decreasing to 26.0% [209]. - Research and development expenses increased to $8.5 million for the year ended June 30, 2021, up from $7.3 million in 2020, driven by investments in wheat and hybrid programs [210]. - Interest expense rose to $2.3 million for the year ended June 30, 2021, compared to $2.0 million in 2020, primarily due to increased borrowing levels [216]. Cash Flow and Financing - The company has had negative cash flow from operations for several years and anticipates needing additional funds to finance future operations [224]. - For the year ended June 30, 2021, cash flows from operating activities used $14,221,042, compared to $5,763,627 for the previous year [241]. - The net loss plus adjustments for non-cash items for the year ended June 30, 2021 was $15.8 million, with changes in operating assets and liabilities providing $1.6 million in cash [242]. - Financing activities provided $10,892,685 in cash for the year ended June 30, 2021, including net proceeds from the sale of common stock of $10.2 million [247]. Debt and Credit Facilities - The CIBC Credit Facility provides a $25.0 million credit line, with amounts due payable in full by December 23, 2022 [227]. - As of June 30, 2021, S&W Australia had debt facilities with NAB guaranteed by S&W Seed Company up to a maximum of AUD $15,000,000 (USD $11,247,000) [232]. - The consolidated debt facilities with NAB provide up to AUD $35,500,000 (USD $26,617,900) of credit, including an overdraft line of AUD $3,000,000 (USD $2,249,400) and a borrowing base line of AUD $26,000,000 (USD $19,494,800) [233]. - As of June 30, 2021, S&W Australia was in compliance with all debt covenants under its debt facilities with NAB [234]. Asset Management - The company recorded a gain on the disposal of property, plant, and equipment related to the sale of its Five Points facility [212]. - Investing activities provided $2,465,746 in cash for the year ended June 30, 2021, primarily from the disposal of property and equipment [244]. - The goodwill balance at June 30, 2021, related to the February 2020 acquisition of Pasture Genetics, showed no impairment for the year [256]. - A write-down of inventory amounting to $1.4 million was recognized during the year ended June 30, 2021, primarily due to deterioration in quality and germination rates of certain inventory lots [264]. - The company regularly assesses the collectability of receivables and provides an allowance for doubtful trade receivables based on historical collection experience and current economic conditions [265]. Future Outlook and Development - The company expects to introduce more than 25 new seed products during the 2021-2022 fiscal years, enhancing its product pipeline [177]. - The company plans to focus on high-value activities in research and development, particularly for alfalfa and sorghum, with fluctuating expenses based on project timing [193]. - The company maintains an active stevia development program, although it has yet to generate meaningful revenue [189]. - The company does not expect significant revenue from sales to Corteva in the future, as it has restructured its relationship and reduced reliance on alfalfa sales [179]. Share-Based Compensation - The company utilizes the Black-Scholes-Merton option pricing model for estimating the fair value of options granted under share-based compensation plans, considering factors such as expected term, stock price volatility, and risk-free interest rate [260]. - The Paycheck Protection Program loan of $1,958,600 was fully forgiven in March 2021 [237]. - The company had $3.1 million remaining available for sale under the At Market Issuance Sales Agreement as of September 27, 2021 [240].

S&W Seed Company (NASDAQ:SANW) Q4 2021 Earnings Conference Call September 27, 2021 11:00 AM ET Company Participants Robert Blum - IR, Lytham Partners Mark Wong - President & CEO Matthew Szot - EVP & CFO Conference Call Participants Sarkis Sherbetchyan - B. Riley Securities Ben Klieve - Lake Street Capital Gerry Sweeney - ROTH Capital Jonathon Fite - KMF Investments Disclaimer*: This transcript is designed to be used alongside the freely available audio recording on this page. Timestamps within the transcrip ...

S&W Seed Company (NASDAQ:SANW) Q3 2021 Results Conference Call May 13, 2021 11:00 AM ET Company Participants Robert Blum - IR, Lytham Partners Mark Wong - President and CEO Matthew Szot - CFO Conference Call Participants Sarkis Sherbetchyan - B. Riley Securities Ben Klieve - Lake Street Capital Gerry Sweeney - ROTH Capital Operator Good day, and welcome to the S&W Seed Company Reports Third Quarter of Fiscal Year 2021 Financial Results Conference Call. [Operator Instructions] Please note, this event is bein ...

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 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _____________ (Registrant's Telephone Number, Including Area Code) | Securities Registered Pursuant to Section 12(b) of the Act: | | | | ...

Call Start: 11:00 January 1, 0000 11:50 AM ET S&W Seed Company (NASDAQ:SANW) Q2 2021 Earnings Conference Call February 11, 2021, 11:00 am ET Company Participants Robert Blum - IR, Lytham Partners, LLC Mark Wong - President & CEO Matthew Szot - CFO Conference Call Participants Sarkis Sherbetchyan - B. Riley Securities Ben Klieve - National Securities Corporation Gerry Sweeney - ROTH Capital Operator Good day and welcome to the S&W Seed Company's Second Quarter of the Fiscal Year 2021 Financial Results Confer ...

(Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period year ended December 31, 2020 (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of Incorporation or Organization) or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Nevada 27-1275784 (I.R.S. Employer Identification No.) 2101 Ken ...

Financial Data and Key Metrics Changes - Core revenue for Q1 2021 was $12.2 million, a 36% increase from $9 million in Q1 2020, building on a previous 59% growth in 2020 [29] - Total revenue, including Pioneer contributions, was $13.9 million for Q1 2021 compared to $12.3 million in Q1 2020 [30] - Adjusted gross margins were 19.4% in Q1 2021, down from 27.9% in Q1 2020, primarily due to lower-margin alfalfa sales and an inventory write-down of $900,000 [31] - Adjusted operating expenses increased to $8.1 million in Q1 2021 from $7.1 million in 2020, attributed to the acquisition of Pasture Genetics and increased investments in sales and marketing [32] Business Line Data and Key Metrics Changes - The company expects core revenue for fiscal 2021 to be between $73 million and $75 million, representing a growth of 22% to 32% [30] - The introduction of new products, including Double Team Sorghum and Improved Quality Alfalfa, is anticipated to drive growth [19][23] Market Data and Key Metrics Changes - In the U.S., improving commodity prices for corn, soybeans, and cotton are positively impacting the market, driven by purchases from China [8] - In Australia, favorable weather conditions and high protein prices for beef and sheep are expected to lead to a strong planting season [9] Company Strategy and Development Direction - The company is expanding into new geographic markets and product lines, focusing on alfalfa, sorghum, sunflower, and pasture crops to drive sales growth [11][12] - A broad licensing strategy for new technologies is being pursued, with a focus on partnerships with other companies in the seed industry [25] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about meeting aggressive sales targets for fiscal 2021, citing favorable market conditions and a strong management team [7][18] - The company is focused on improving gross margins and expects significant improvements in adjusted EBITDA in the coming quarters [35] Other Important Information - The company has made progress in reducing inventory levels, with a nearly 10% decrease in total inventory compared to the previous year [36] - Alfalfa inventory has decreased by approximately $17 million or 27% over the last 12 months, reflecting ongoing efforts to convert inventory to cash [38] Q&A Session Summary Question: Gross margin and inventory management - Management discussed the impact of lower-margin alfalfa sales and the ongoing efforts to reduce high-cost inventory, anticipating improved margins moving forward [46][54] Question: Positioning in Australia and commodity prices - Management highlighted the strong agricultural economy in Australia, with high yields and good prices for protein products, indicating a positive outlook for the market [59] Question: Endpoint royalty business in Australia - Revenue from endpoint royalties is recognized when the wheat is sold to end-use customers, which can take several years after introduction [64] Question: Sunflower business ramp-up - The sunflower business is in the early stages, focusing on oil seed production, with expectations of reaching $5 million to $6 million in sales over the next three years [73]