UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
February 12, 2015
Date of Report (Date of earliest event reported)
S&W SEED COMPANY
(Exact Name of Company as Specified in Its Charter)
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25552 South Butte Avenue
Five Points, CA 93624
(559) 884-2535
Not Applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On February 12, 2015, S&W Seed Company (the "Registrant") issued a press release entitled "S&W Announces Results for the Second Quarter of Fiscal 2015."
The text of the press release is furnished as Exhibit 99.1.
The information in Exhibit 99.1 hereto shall not be deemed "filed" for the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Unless expressly incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act made after the date hereof, the information contained in Exhibit 99.1 hereto shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
Description |
99.1 |
Press Release of S&W Seed Company dated February 12, 2015, announcing financial results for the second quarter ended December 31, 2014* |
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* This exhibit is furnished and shall not be deemed "filed" for purposes of the Exchange Act.
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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 |
By: /s/ Matthew K. Szot |
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Matthew K. Szot | |
Executive Vice President of Finance and Administration and Chief Financial Officer |
Date: February 12, 2015
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EXHIBIT INDEX
Exhibit |
Description |
99.1 |
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* This exhibit is furnished and shall not be deemed "filed" for purposes of the Securities Exchange Act of 1934, as amended.
EXHIBIT 99.1
S&W Announces Results for the Second Quarter of Fiscal 2015
For Immediate Release
Company Contact: |
Investor Contact: www.lythampartners.com |
FIVE POINTS, California -
February 12, 2015 - S&W Seed Company (Nasdaq: SANW) today announced financial results for the second quarter of its fiscal year 2015 ended December 31, 2014.Recent Corporate Events and Highlights:
(Note: The balance sheet as of December 31, 2014 reflects the DuPont Pioneer alfalfa acquisition and concurrent debt and equity financing. The statement of operations for the second quarter does not include any activity from the DuPont Pioneer acquisition that closed on December 31, 2014, other than transaction expenses being charged to SG&A.)
Quarterly Results
For the second quarter of fiscal year 2015 ended December 31, 2014, S&W reported revenue of $13.8 million, above previously announced estimates of $12 million, versus $11.5 million in the comparable period of the prior year. The increase in revenue over the comparable period in the prior year is primarily attributable to an increase in sales of seed (both proprietary and non-proprietary) into Saudi Arabia.
Adjusted gross margins (excluding the effects of non-seed farming related losses) during the second quarter were 16.2% compared to gross margins of 20.7% in last year's second quarter and compared to gross margins of 16.1% in the immediately preceding first quarter. The Company incurred losses of approximately $270,000 in connection with the farming of various non-seed crops, including hay, sorghum and triticale, primarily utilized for land reclamation in preparation for isolating GMO production fields. Including the effects of non-seed farming related losses, gross margins for the second quarter were 14.2%. The decrease in adjusted gross profit margins compared to last year's second quarter can be attributed to increased sales of lower margin seed sold and resulting lower concentration of our highest margin products sold, as well as a decrease in milling contribution during the quarter. While there will continue to be quarterly fluctuations in gross profit margins based on product sales mix, the Company anticipates improved gross margins for the remainder of fiscal year 2015 due to pricing strength that appears to be taking hold within certain end markets, a change in sales mix to higher-margin products and gross margin contributions from the operations acquired from DuPont Pioneer.
Adjusted selling, general and administrative ("SG&A") expenses for the second quarter, excluding the non-recurring one-time transaction expenses for the acquisition, totaled $1.86 million compared to $1.47 million for the comparable period of the prior year. Including the transaction expenses of the acquisition, SG&A for the second quarter totaled $3.0 million. The Company incurred one-time non-recurring expenses of approximately $1.15 million in connection with the acquisition of DuPont Pioneer's alfalfa seed research and production assets.
Adjusted non-GAAP net loss for the second quarter of fiscal 2015, excluding the non-seed farming related losses, impairment of $500,000 for unrecovered stand establishment and growing crop costs that were incurred on the farmland being sold prior to farming revenues being received, and acquisition related expenses (See Non-GAAP Adjustments to Income Statement), was $(247,000), or $(0.02) per basic and diluted share, compared to $110,000, or $0.01 per basic and diluted share, in the second quarter of fiscal 2014. Including the various one-time expenses identified, net loss was $(1.5) million, or $(0.13) per basic and diluted share.
Adjusted EBITDA, a non-GAAP metric (see Table A), for the second quarter of fiscal 2015 was $396,000 compared to Adjusted EBITDA of $883,000 in the second quarter of last fiscal year.
Outlook
Based upon the evaluation of information currently available to management, for the third quarter of fiscal year 2015 ending March 31, 2015, the
Company estimates revenue to be approximately $27 to $30 million.
Management Discussion
Mark Grewal, president and chief executive officer of S&W Seed Company, commented, "This is a very exciting time for everyone at S&W. We set out five years ago to
build a company that could take advantage of one of the most compelling opportunities in agriculture -- the desire for increased protein consumption in a growing global population.
Alfalfa is the gateway to higher protein levels in animals. Our goal is to be the world's largest and most diversified alfalfa seed company. Our DuPont Pioneer acquisition is an
important step toward that goal, and I couldn't be more excited about the opportunity that we have in front of us."
Matthew Szot, chief financial officer of S&W Seed Company, commented, "The past few months represented a transformational period for S&W as we completed our acquisition of assets from DuPont Pioneer, closed a significant financing to fund the acquisition and negotiated the sale of non-core land holdings. Going forward, we believe that the addition of the dormant alfalfa operations from DuPont Pioneer will allow us to further leverage our operating structure to improve profitability and that our distribution and productions arrangements with DuPont Pioneer will provide a greater level of consistency and predictability to our operations."
Mr. Szot continued, "During the second quarter, we moved higher quantities of lower margin alfalfa seed varieties than we originally anticipated. This has the added benefit of increasing our revenue, but impacts our gross margins. For the remainder of fiscal year 2015, we expect gross margins to improve based on a shift in sales mix to higher margin products and a stronger price environment."
Mr. Grewal concluded, "The Company continues to execute on our business plan to become the largest and most diversified alfalfa seed company in the world. We believe that strengthening end markets for our non-dormant alfalfa seed and the addition of dormant alfalfa operations from DuPont Pioneer put us in a position to have a strong second half of fiscal 2015."
Conference Call
S&W Seed Company has scheduled a conference call for today, Thursday, February 12, 2015, at 4:30pm ET (1:30pm PT) to review the results of its most recent
quarter. Interested parties can access the conference call by dialing (877) 317-6789 or (412) 317-6789 or can listen via a live Internet webcast, which is available in the Investor
Relations section of the Company's website at http://www.swseedco.com/investors.
A teleconference replay of the call will be available for three days at (877) 344-7529 or
(412) 317-0088, confirmation # 10060307. A webcast replay will be available in the Investor Relations section of the Company's website at http://www.swseedco.com/investors
for 30 days.
Non-GAAP Measurements
This press release includes certain financial information which constitutes "non-GAAP financial measures" as defined by the SEC. A full reconciliation of the
non-GAAP measures to GAAP can be found in the tables of today's press release. EBITDA and Adjusted EBITDA are supplemental to results presented under accounting principles
generally accepted in the United States of America ("GAAP") and may not be comparable to similarly titled measures presented by other companies. These non-GAAP measures
are used by management to facilitate period-to-period comparisons and analysis of S&W's operating performance and liquidity. Management believes these non-GAAP
measures are useful to investors in trending, analyzing and benchmarking the performance and value of S&W's business. These non-GAAP measures should be considered in
addition to, but not as a substitute for, other similar measures reported in accordance with GAAP.
About S&W Seed Company
Founded in 1980, S&W Seed Company is a global agricultural company, headquartered in the Central Valley of California. The Company's vision is to be the world's
preferred proprietary seed company which supplies a range of forage and specialty crop products that supports the growing global demand for animal proteins and healthier
consumer diets. The Company is the global leader in alfalfa seed, with unrivaled research and development, production and distribution capabilities. S&W's capabilities
span the world's alfalfa seed production regions with operations in the San Joaquin and Imperial Valleys of California, five other U.S.
states, Australia, and three provinces in Canada, and S&W sells its seed products in more than 25 countries around the globe. Additionally, the
Company is utilizing its research and breeding expertise to develop and produce stevia, the all-natural, zero calorie sweetener for the food and beverage industry. For more
information, please visit www.swseedco.com.
Safe Harbor Statement
This release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
"Forward-looking statements" describe future expectations, plans, results, or strategies and are generally preceded by words such as "may," "future," "plan" or "planned," "will" or
"should," "expected," "anticipates," "draft," "eventually" or "projected." You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause
future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that actual results may differ materially from
those projected in the forward-looking statements as a result of various factors and other risks identified in the company's Annual Report on Form 10-K for the fiscal year ended June
30, 2014, and in other filings made by the company with the Securities and Exchange Commission.
S&W SEED COMPANY
Table A
S&W SEED COMPANY
S&W SEED COMPANY
S&W SEED COMPANY
(A NEVADA CORPORATION)
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Three Months Ended
Six Months Ended
December 31,
December 31,
2014
2013
2014
2013
NON-GAAP
Non-GAAP
GAAP
Adjustments
Adjusted
GAAP
GAAP
Adjustments
Adjusted
GAAP
Revenue
$
13,793,766
-
$
13,793,766
$
11,460,197
$
21,957,999
-
$
21,957,999
$
23,838,783
Cost of revenue
11,832,557
-
11,832,557
9,082,367
18,682,998
-
18,682,998
19,153,374
Gross profit
1,961,209
(270,048)
2,231,257
2,377,830
3,275,001
(265,890)
3,540,891
4,685,409
Operating expenses
Selling, general and administrative expenses
3,000,201
(1,145,064)
1,855,137
1,471,041
4,788,628
(1,145,064)
3,643,564
3,065,243
Research and development expenses
208,480
-
208,480
246,449
431,838
-
431,838
480,088
Depreciation and amortization
310,552
-
310,552
317,334
630,311
-
630,311
631,788
Total operating expenses
3,519,233
(1,145,064)
2,374,169
2,034,824
5,850,777
(1,145,064)
4,705,713
4,177,119
Income (loss) from operations
(1,558,024)
(1,415,112)
(142,912)
343,006
(2,575,776)
(1,410,954)
(1,164,822)
508,290
Other expense
Impairment expense
500,198
(500,198)
-
-
500,198
(500,198)
-
-
Foreign currency (gain) loss
35,148
-
35,148
24,343
82,889
-
82,889
(30,198)
Interest expense, net
187,742
-
187,742
122,571
434,392
-
434,392
280,125
Income (loss) before income tax expense (benefit)
(2,281,112)
(1,915,310)
(365,802)
196,092
(3,593,255)
(1,911,152)
(1,682,103)
258,363
Income tax expense (benefit)
(738,452)
(620,033)
(118,419)
85,960
(1,176,279)
(625,630)
(550,649)
107,022
Net income (loss)
$
(1,542,660)
(1,295,277)
$
(247,383)
$
110,132
$
(2,416,976)
(1,285,522)
$
(1,131,454)
$
151,341
Net income (loss) per common share:
Basic
$
(0.13)
$
(0.02)
$
0.01
$
(0.21)
$
(0.10)
$
0.01
Diluted
$
(0.13)
$
(0.02)
$
0.01
$
(0.21)
$
(0.10)
$
0.01
Weighted average number of common shares outstanding:
Basic
11,634,469
11,634,469
11,561,629
11,629,766
11,629,766
11,562,540
Diluted
11,634,469
11,634,469
11,662,369
11,629,766
11,629,766
11,758,527
(A NEVADA CORPORATION)
ITEMIZED RECONCILIATION BETWEEN NET INCOME (LOSS) AND NON-GAAP ADJUSTED EBITDA
(unaudited)
Three Months Ended
Six Months Ended
December 31,
December 31,
2014
2013
2014
2013
Non-GAAP
Non-GAAP
GAAP
Adjustments
Adjusted
GAAP
GAAP
Adjustments
Adjusted
GAAP
Net income (loss)
$
(1,542,660)
$
(1,295,277)
$
(247,383)
$
110,132
$
(2,416,976)
$
(1,285,522)
$
(1,131,454)
$
151,341
Depreciation and amortization
310,552
-
310,552
317,334
630,311
-
630,311
631,788
Non-cash stock based compensation
228,063
-
228,063
222,469
447,075
-
447,075
437,495
Foreign currency (gain) loss
35,148
-
35,148
24,343
82,889
-
82,889
(30,198)
Interest expense, net
187,742
-
187,742
122,571
434,392
-
434,392
280,125
Income tax expense (benefit)
(738,452)
(620,033)
(118,419)
85,960
(1,176,279)
(625,630)
(550,649)
107,022
Non-GAAP Adjusted EBITDA
$
(1,519,607)
$
(1,915,310)
$
395,703
$
882,809
$
(1,998,588)
$
(1,911,152)
$
(87,436)
$
1,577,573
(A NEVADA CORPORATION)
CONSOLIDATED BALANCE SHEETS
(unaudited)
December 31,
June 30,
2014
2014
ASSETS
CURRENT ASSETS
Cash and cash equivalents
$
4,920,121
$
1,167,503
Accounts receivable, net
16,100,789
24,255,596
Inventories, net
43,524,943
28,485,584
Prepaid expenses and other current assets
383,962
230,907
Deferred tax asset
1,288,076
1,300,665
TOTAL CURRENT ASSETS
66,217,891
55,440,255
Property, plant and equipment, net of accumulated depreciation
17,507,464
10,356,809
Goodwill
14,912,856
4,939,462
Other intangibles, net
34,868,174
14,590,771
Crop production costs, net
3,019,178
1,952,100
Deferred tax asset - long term
2,804,882
1,666,488
Debt issuance costs
1,726,543
-
Other asset - long term
359,507
354,524
TOTAL ASSETS
$
141,416,495
$
89,300,409
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable
$
29,906,858
$
15,026,669
Accounts payable - related parties
1,781,730
1,053,874
Accrued expenses and other current liabilities
1,160,007
818,730
Foreign exchange contract liabilities
159,326
-
Working capital lines of credit
13,306,987
15,888,640
Current portion of long-term debt
213,457
267,764
Current portion of convertible notes
3,760,862
-
TOTAL CURRENT LIABILITIES
50,289,227
33,055,677
Non-compete payment obligation, less current portion
100,000
150,000
Contingent consideration obligation
2,200,000
-
Long-term debt, less current portion
14,321,357
4,452,631
Convertible notes, net of debt discount $4,862,000
18,377,138
-
Derivative warrant liabilities
4,862,000
-
Other non-current liabilities
114,790
127,866
TOTAL LIABILITIES
90,264,512
37,786,174
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value; 5,000,000 shares authorized;
no shares issued and outstanding
-
-
Common stock, $0.001 par value; 50,000,000 shares authorized;
12,977,801 issued and 12,952,801 outstanding at December 31, 2014;
11,665,093 issued and 11,640,093 outstanding at June 30, 2014
12,979
11,666
Treasury stock, at cost, 25,000 shares at December 31, 2014 and at June 30, 2014
(134,196)
(134,196)
Additional paid-in capital
59,761,470
55,121,876
Retained earnings (deficit)
(4,233,320)
(1,816,344)
Other comprehensive loss
(4,254,950)
(1,668,767)
TOTAL STOCKHOLDERS' EQUITY
51,151,983
51,514,235
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$
141,416,495
$
89,300,409
(A NEVADA CORPORATION)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Six Months Ended
December 31,
2014
2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)
$
(2,416,976)
$
151,341
Adjustments to reconcile net income (loss) from operating activities to net
cash provided by (used in) operating activities
Stock-based compensation
447,075
437,495
Change in allowance for doubtful accounts
8,632
-
Impairment charges
500,198
-
Depreciation and amortization
630,311
631,797
Change in foreign exchange contracts
173,977
(668,924)
Amortization of debt discount
26,143
25,579
Changes in:
Accounts receivable
7,071,072
769,672
Inventories
4,838,843
2,207,989
Prepaid expenses and other current assets
32,854
237,656
Crop production costs
(1,567,276)
(841,877)
Deferred tax asset
(1,138,394)
(165,324)
Accounts payable
(5,832,578)
(13,853,625)
Accounts payable - related parties
912,721
59,820
Accrued expenses and other current liabilities
296,580
(1,114,622)
Other non-current liabilities
4,445
(94,549)
Net cash provided by (used in) operating activities
3,987,627
(12,217,572)
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment
(693,311)
(244,858)
Acquisition of business
(27,000,000)
-
Investment in Bioceres
(4,982)
-
Net cash used in investing activities
(27,698,293)
(244,858)
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from sale of common stock
4,236,943
-
Common stock repurchased
-
(134,196)
Taxes paid related to net share settlements of stock-based compensation awards
(43,111)
(174,803)
Borrowings and repayments on lines of credit, net
(1,763,375)
4,274,646
Borrowings of long-term convertible debt
27,000,000
-
Debt issuance costs
(1,726,543)
-
Repayments of long-term debt
(211,724)
(692,399)
Net cash provided by financing activities
27,492,190
3,273,248
EFFECT OF EXCHANGE RATE CHANGES ON CASH
(28,906)
(2,483)
NET INCREASE (DECREASE) IN CASH
3,752,618
(9,191,665)
CASH AND CASH EQUIVALENTS, beginning of the period
1,167,503
11,781,074
CASH AND CASH EQUIVALENTS, end of period
$
4,920,121
$
2,589,409
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