LONGMONT, Colo., Sept. 27, 2021 — S&W Seed Company (Nasdaq: SANW) today announced financial results for fiscal year 2021 ended June 30, 2021. The Company had announced preliminary fiscal 2021 financial results on August 19, 2021.

“The overall strategic plan to evolve S&W into an integrated agricultural seed technology company remains on-track, despite the logistical challenges we encountered in fiscal 2021,” commented Mark Wong, President & CEO of S&W Seed Company. “We are seeing strong demand for our recently launched non-GMO herbicide tolerant sorghum solution, Double Team, which we believe provides an opportunity to not only gain sorghum market share, but also expand the size of the overall U.S. sorghum market. We also anticipate the launch of our second novel trait technology product in fiscal 2022, Improved Quality Alfalfa (IQ™), a gene-edited crop to down-regulate lignin synthesis and improve forage digestibility in ruminants. We believe these two innovative new products, coupled with improvements from our existing crop portfolio, including our recently announced stevia pilot production program with Ingredion (Nasdaq: INGR), should help to drive revenue growth in the future.”

Wong continued, “We have made significant progress in overcoming the logistical challenges we experienced during fiscal 2021, having successfully shipped $5 million of product in the first quarter of fiscal 2022 that was originally expected to ship in fiscal 2021. Additionally, we have undertaken several strategic initiatives that are designed to drive improved operating results going forward, including the implementation of price increases on the majority of our products, to address overall rising costs and to more properly reflect the value of our proprietary products, and modifying the terms and conditions of standard customer contracts to address the volatility and increased costs of freight and transportation. We expect these actions to translate into improved gross and operating margins in the future.”

Financial Results

Core Revenue (which we define as total revenue, excluding product revenue attributable to Pioneer) for fiscal 2021 was $69.8 million, compared to Core Revenue for fiscal 2020 of $59.9 million, an increase of $9.9 million or 16.5%. Due to continued logistical challenges, approximately $5.0 million of revenue that the Company expected to recognize in the fourth quarter of fiscal 2021 is instead expected to be recognized in the first quarter of fiscal 2022. Additionally, the Company also experienced weakness in its European sunflower program and delays in certain customer product registrations which also had an impact on the annual results.

As announced in May 2019, S&W entered into a termination agreement and an alfalfa license agreement with Pioneer Hi-Bred International, a subsidiary of Corteva Agriscience, to replace its prior alfalfa distribution agreement with Pioneer. Due to these agreements with Pioneer, S&W plans to disclose Core Revenue as a metric to track performance of its business on a go-forward basis until product revenue attributable to Pioneer is no longer reflected in comparisons between fiscal periods. The increase in Core Revenue for fiscal 2021 can be primarily attributed to Pasture Genetics’ operations in Australia, which the Company acquired on February 24, 2020.

Total revenue for fiscal 2021 was $84.0 million, compared to total revenue for fiscal 2020 of $79.6 million, an increase of 5.5%. For fiscal 2021, S&W recorded product revenue from Pioneer of $14.2 million, compared to $19.7 million in fiscal 2020. As of March 31, 2021, S&W had fully recorded all revenue from Pioneer under the May 2019 agreement.

GAAP gross margins during fiscal 2021 were 16.3% compared to GAAP gross margins of 18.8% in fiscal 2020. Adjusted gross margins, excluding the impact of inventory write-downs (see Table A1), were 18.0% in fiscal 2021 compared to 21.7% in fiscal 2020.

The COVID-19 pandemic had a significant negative impact on logistics, as experienced in several industries across the globe, contributing to delayed shipments to the Company’s customers and also increased costs of goods sold. In particular, the Company experienced challenges in shipping product during the quarter ended June 30, 2021, due to limited availability of trucks and marine containers for product deliveries, congestion at ports, and rising shipping and transportation costs. The Company’s strategy of concentrating its production to fewer, and larger facilities, became much more challenging due to these industry-wide supply chain issues.

GAAP operating expenses for fiscal 2021 were $33.9 million, compared to $33.7 million in fiscal 2020. The increase in operating expenses for fiscal 2021 can primarily be attributed to a $1.2 million increase in research and development expenses as well as additional expenses from the acquisition of Pasture Genetics, partially offset by a $1.9 million gain on the sale property, plant and equipment.

GAAP net loss for fiscal 2021 was $(19.2) million, or $(0.55) per basic and diluted share, compared to GAAP net loss of $(19.7) million, or $(0.59) per basic and diluted share, in fiscal 2020.

Adjusted net loss (see Table A2) for fiscal 2021 was $(22.5) million, or $(0.65) per basic and diluted share, excluding non-recurring transaction costs, change in contingent consideration obligation and interest expense – amortization of debt discount. Adjusted net loss (see Table A2) for fiscal 2020, excluding transaction costs, change in estimated value of assets held for sale, change in contingent consideration, loss on extinguishment of debt and interest expense – amortization of debt discount, was $(18.4) million, or $(0.55) per basic and diluted share.

Adjusted EBITDA (see Table B) for fiscal 2021 was $(13.1) million, compared to adjusted EBITDA of $(9.7) million in fiscal 2020.

Fiscal 2022 Revenue Guidance

S&W expects fiscal 2022 Core and Total Revenue to be within a range of $80 to $85 million, representing an expected increase of approximately 15% to 20% compared to fiscal 2021 Core Revenue of $69.8 million.

Conference Call

S&W Seed Company has scheduled a conference call for Monday, September 27, 2021, at 11:00 am ET (8:00 am PT) to review these results. Interested parties can access the conference call by dialing (844) 861-5498 or (412) 317-6580 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 #10160367. 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 Financial Measures

In addition to financial results reported in accordance with accounting principles generally accepted in the United States of America (“GAAP”), we have provided the following non-GAAP financial measures in this release and the accompanying tables: adjusted gross margins; adjusted net loss; adjusted net loss per share; and adjusted EBITDA. We use these non-GAAP financial measures internally to facilitate period-to-period comparisons and analysis of our operating performance and liquidity, and believe they are useful to investors as a supplement to GAAP measures in analyzing, trending and benchmarking the performance and value of our business. However, these measures are not intended to be a substitute for those reported in accordance with GAAP. These measures may be different from non-GAAP financial measures used by other companies, even when similar terms are used to identify such measures.

For reconciliations of historical non-GAAP financial measures to the most comparable financial measures under GAAP, see Tables A and B accompanying this release.

In order to calculate these non-GAAP financial measures, we make targeted adjustments to certain GAAP financial line items found on our Consolidated Statement of Operations, backing out non-recurring or unique items or items that we believe otherwise distort the underlying results and trends of the ongoing business. We have excluded the following items from one or more of our non-GAAP financial measures for the periods presented:

Selling, general and administrative expenses; operating expenses. We exclude from operating expenses a portion of SG&A expense related to non-recurring transaction expenses related to acquisitions. Such acquisition-related expenses include non-recurring transaction fees, due diligence costs and other direct costs associated with our acquisitions. These amounts are unrelated to our core performance during any particular period and are impacted by the timing of the acquisition. We exclude acquisition-related expenses from our SG&A expense and total operating expenses to provide investors a method to compare our operating results to prior periods and to peer companies, as such amounts can vary significantly based on the frequency of acquisitions and the magnitude of acquisition expenses.

Change in estimated value of assets held for sale. The change in estimated value of assets held for sale represents our estimated change in the value of certain properties held for sale. These amounts are non-cash losses and are unrelated to our core performance during any particular period. We believe it is useful to exclude these amounts in order to better understand our business performance and allow investors to compare our results with peer companies.

Change in contingent consideration obligation. The change in contingent consideration obligation represents our estimated change in the value of contingent earn-out related to the February 2020 acquisition of Pasture Genetics. These amounts are non-cash gains and are unrelated to our core performance during any particular period. We believe it is useful to exclude these amounts in order to better understand our business performance and allow investors to compare our results with peer companies.

Loss on extinguishment of debt. Loss on extinguishment of debt represents the unamortized debt issuance costs related to our terminated KeyBank credit agreement. These amounts are non-cash losses, and are unrelated to our core performance during any particular period. We believe it is useful to exclude these amounts in order to better understand our business performance and allow investors to compare our results with peer companies.

Interest expense – amortization of debt discount. Amortization of debt discount and debt issuance costs are primarily related to our working capital lines of credit and term loans. These amounts are non-cash charges and are unrelated to our core performance during any particular period. We believe it is useful to exclude these amounts in order to better understand our business performance and allow investors to compare our results with peer companies.

Non-GAAP Tax Rate. The estimated non-GAAP effective tax rate adjusts the tax effect to quantify the tax consequences of the excluded non-GAAP items.

Descriptions of the non-GAAP financial measures included in this release and the accompanying tables are as follows:

Adjusted gross margins. We define adjusted gross margins as gross margins, adjusted to exclude the impact of inventory write-downs. We believe that the use of adjusted gross margins is useful to investors and other users of our financial statements in evaluating our operating performance because it provides a method to compare our operating results to prior periods and to peer companies after making adjustments for amounts that can vary significantly from period to period.

Adjusted net loss and loss per share. We define non-GAAP net loss as net loss less non-recurring transaction costs, change in estimated value of assets held for sale, change in contingent consideration obligation, loss on extinguishment of debt and interest expense – amortization of debt discount. However, in order to provide a complete picture of our recurring core business operating results, we also exclude from non-GAAP net loss the tax effects of these adjustments. We used an estimated Non-GAAP Tax Rate that we believe would be applied had our income approximated the non-GAAP net loss for the presented periods. We caution investors that the tax effects of these adjustments are based on management’s estimates. We believe that these non-GAAP financial measures provide useful supplemental information for evaluating our operating performance.

Adjusted EBITDA. We define Adjusted EBITDA as GAAP net loss, adjusted to exclude non-recurring transaction costs from SG&A, depreciation and amortization, non-cash stock-based compensation, foreign currency (gain) loss, change in estimated value of assets held for sale, change in contingent consideration obligation, loss on extinguishment of debt, interest expense – amortization of debt discount, interest expense, and provision for income taxes. We believe that the use of adjusted EBITDA is useful to investors and other users of our financial statements in evaluating our operating performance because it provides them with an additional tool to compare business performance across companies and across periods. We use adjusted EBITDA in conjunction with traditional GAAP operating performance measures as part of our overall assessment of our performance, for planning purposes, including the preparation of our annual operating budget, to evaluate the effectiveness of our business strategies and to communicate with our board of directors concerning our financial performance. Management does not place undue reliance on adjusted EBITDA as its only measure of operating performance. Adjusted EBITDA should not be considered as a substitute for other measures of financial performance reported in accordance with GAAP.

About S&W Seed Company

Founded in 1980, S&W Seed Company is a global agricultural company headquartered in Longmont, Colorado. S&W’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. S&W is a global leader in proprietary alfalfa and sorghum seeds, with significant research and development, production and distribution capabilities. S&W’s product portfolio also includes hybrid sunflower and wheat and 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.” Forward-looking statements in this release include, but are not limited to: anticipated results of the commercial launch of Double Team; the anticipated launch of Improved Quality Alfalfa (IQ™), expected revenue growth; benefits anticipated from strategic initiatives designed to improve operating results; expectations regarding the duration and impact of logistical challenges that affected our results of operations in the quarter ended June 30, 2021; our guidance on Core Revenue for the fiscal year ending June 30, 2022; and our plans for the advancement of our business strategy. 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 effects of the COVID-19 pandemic on our business and operations; risks related to our need to raise additional capital in the future and our ability to continue as a “going concern”; changes in market conditions, including any unexpected decline in commodity prices, may harm our results of operations and revenue outlook; our proprietary seed trait technology products may not yield their anticipated benefits; changes in the competitive landscape and the introduction of competitive products may negatively impact our results of operations; our business strategic initiatives may not achieve the expected results; previously experienced logistical challenges in shipping and transportation of our products may become amplified and further decrease our gross margins; and the risks associated with our ability to successfully optimize and commercialize our business. These and other risks are identified in our filings with the Securities and Exchange Commission, including, without limitation, our Annual Report on Form 10-K for the year ended June 30, 2021 and in other filings subsequently made by the Company with the Securities and Exchange Commission. All forward-looking statements contained in this press release speak only as of the date on which they were made and are based on management’s assumptions and estimates as of such date. We do not undertake any obligation to publicly update any forward-looking statements, whether as a result of the receipt of new information, the occurrence of future events or otherwise.

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SOURCE S&W Seed Company