S&W Seed Company - Earnings Call - Q2 2025

Executive Summary

• Q2 FY2025 revenue was $5.08M, down 38.5% year-over-year, with gross margin at 37.1% (vs. 42.8% YoY); GAAP net loss per share was $(0.72), while continuing ops EPS was $(2.73). The decline was driven primarily by timing of Double Team private-label shipments and softer international demand; Americas sorghum revenue was $3.1M and Americas forage $1.7M in the quarter.
• Management maintained FY2025 guidance: revenue $34.5–$38.0M and adjusted EBITDA $(5.0)M to $(3.0)M; they now expect adjusted EBITDA of $1–$3M in 2H FY2025 (Jan–Jun), implying a swing to positive EBITDA in the back half.
• Strategic repositioning completed: Australia VA concluded (release from AUD$15M NAB guarantee), new $25M asset-based credit facility with Mountain Ridge backed by a $13M LOC from MFP; cost optimization underway to drive toward profitability and sharpen U.S.-focused sorghum/camelina focus.
• The Board commenced a strategic alternatives review (sale, merger, recap, or standalone plan), a potential stock-moving catalyst alongside expected 2H margin/EBITDA improvement; no timetable set.

What Went Well and What Went Wrong

What Went Well

• Streamlining to core Americas operations and completion of the Australia VA process (including release from the AUD$15M NAB guarantee) reduces complexity and liabilities; management sees improved long-term outlook and focus on high-margin Double Team sorghum and camelina.
• Secured a $25M working capital facility with Mountain Ridge, supported by a $13M MFP letter of credit; management highlighted adequate capacity for seasonally heavy Q3–Q4 sales and expects year-end debt levels below last year.
• Confidence in product/technology pipeline: DT adoption currently ~10–12% market share, long-term 25–30% target with high-70s gross margins; upcoming launches (DT2 grain, PAF forage in FY2025; DT2 forage in FY2027; stacked DT2+PAF in FY2028) underscore multi-year growth drivers.

What Went Wrong

• Q2 revenue fell 38.5% YoY to $5.08M; Double Team revenue dropped to $1.9M from $4.0M on timing of private-label shipments, and international/MENA demand was pressured by Saudi Arabia’s alfalfa import ban and Mexico credit tightening/carryover seed.
• Gross margin fell to 37.1% (from 42.8% YoY), with fewer high-margin Double Team sales and a strategic bulk sale in dormant alfalfa; adjusted EBITDA was $(2.90)M vs. $(1.10)M YoY.
• Operating expenses were higher at $6.23M (vs. $5.74M YoY), including ~$0.60M non-recurring VA transaction costs, while adjusted OpEx was flat YoY at $4.92M.

Transcript

Operator (participant)

Good day, and welcome to the S&W Seed Company's second quarter fiscal year 2025 financial results conference call. All participants will be in listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star then one on your telephone keypad. To withdraw your question, please press star then two. Please note this event is being recorded. I would now like to turn the conference over to Robert Blum with Lytham Partners. Please go ahead.

Robert Blum (Managing Partner)

All right. Thank you very much, and thank you all for joining us today to discuss S&W Seed Company's second quarter fiscal year 2025 financial results for the period ended December 31, 2024. With us on the call representing the company today are Mark Herrmann, Chief Executive Officer, and Vanessa Baughman, the company's Chief Financial Officer. At the conclusion of today's prepared remarks, we will open the call for a question-and-answer session. If you dialed into the call through the traditional teleconference line, as the operator indicated, please press star then one to ask a question. If you are listening through the webcast portal and would like to ask a question, you can submit your question through the ask a question feature in the webcast player.

Before we begin with prepared remarks, please note that statements made by the management team of S&W Seed Company during the course of this conference call may contain 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 generally are preceded by words such as may, future, plan or planned, will or should, expected, anticipate, draft, eventually, or projected.

Listeners 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 risk 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 10-K for the fiscal year ended June 30, 2024, and other filings subsequently made by the company with the Securities and Exchange Commission.

To supplement S&W's financial results reporting in accordance with U.S. Generally Accepted Accounting Principles, or GAAP, S&W will be discussing Adjusted EBITDA and adjusted operating expenses on this call. These non-GAAP financial measures are not meant to be considered in isolation or as a substitute for the comparable GAAP measure and are not prepared under any comprehensive set of accounting rules or principles. An audio recording and webcast replay for today's conference call will also be available online on the company's investor relations page. With that said, let me turn the call over to Mark Herrmann, Chief Executive Officer for S&W Seed Company. Mark, please proceed.

Mark Herrmann (CEO)

Thank you, Robert, and good morning to all of you. I'm excited to be here today speaking with you all. To set the agenda for the call today, let me first touch on the actions we have taken over the past few quarters to reposition S&W, focus on our high-value add crop opportunities where we can drive growth and profitability through leading crop innovation, namely in sorghum and camelina, and ultimately unlock value to shareholders. We will then look at long-term opportunity for sorghum as well as where the market stands today. I then will provide a brief update on our joint venture with VBO. Vanessa will then provide a detailed review of the financials, and we will take a look at any questions that you may have at the end.

For those somewhat new to S&W, let me just take a brief moment to remind everybody of the key activities that have taken place over the past few months or so that we believe will ultimately unlock value for S&W and its shareholders. First, we successfully completed the VA process in Australia, which occurred in late November 2024. Among other key conditions, the settlement agreement, which we finalized shortly after our last conference call in November, allowed for the release from the intercompany obligations owed to S&W Australia and agreement with the National Australia Bank that released S&W from the AUD 15 million guarantee. In exchange, among other conditions, we transferred ownership of certain intellectual property and inventory to the new entity. Ultimately, this agreement provided the resources we mutually believe were needed to create going concerns for all entities.

Following the completion of the VA process, we successfully secured a new $25 million working capital facility with Mountain Ridge in late December 2024, which replaced the previous facility with CIBC. In connection with the agreement, MFP, our largest shareholder, provided a letter of credit with a face amount equal to $13 million to be used as collateral. We believe the new facility and commitment could be viewed as a strong endorsement from both our largest shareholder and new strategic lending partner in the future of S&W and the opportunity it represents going forward. With these key activities as backdrop, we have operationally focused on aligning the cost structure of S&W while implementing best practices across the organization.

The end results have been improved gross margins, a reduced break-even rate, as well as lower working capital through an overall improvement in inventory management, all of which has put us closer to profitability without having raised equity capital during this past year. As a reminder, there are currently approximately 2.1 million shares of common stock outstanding and approximately 138,000 warrants, bringing the total diluted shares outstanding to approximately 2.2 million. Clearly, this has not been an easy task, threading the needle of the past year or so, and I want to personally thank the entire team here at S&W for their exceptional work. With that as a backdrop, going forward, we are now exclusively focused on our core U.S. based operations led by our high-value sorghum trait portfolio with Double Team, as well as our biofuels partnership with Shell for camelina.

Why we are so excited about the new S&W is really driven by where we believe the market for sorghum is headed over the next decade, but more importantly, what our position in this market is. As some of you are aware, sorghum historically has not benefited from significant research investment. Broad-acre crops such as corn, soybeans, and cotton have received. S&W is working to change all of that. In the four years since we first commercially introduced Double Team, we have grown from no acres to approximately 10-12% market share of the U.S. grain sorghum acres this year. Based on expected adoption rates, we believe Double Team sorghum can capture 25-30% of the U.S. sorghum market share over the next eight years, which would generate about $70-$78 million in traded sorghum sales.

This translates into a figure of about 16-18% through 2033. At this scale, we estimate that we would generate gross margins of approximately 76-81% on the traded products. The key to this growth is to build on our strength of our initial Double Team product with continuous innovation. We currently have multiple new products set to be launched over the next decade, including the commercial launch of our second-generation Double Team, or DT2, grain sorghum, and PAF, or prussic acid-free forage sorghum, in fiscal 2025, and DT2 forage sorghum in fiscal 2027 in the U.S. The commercial launch of DT2 plus prussic acid-free grain sorghum in fiscal 2028 in the U.S. S&W will be extending our trade portfolio to targeted countries through our licensing strategy and agreements to leading independent seed companies as we receive regulatory labels and registrations.

The commercial launch of broad-spectrum herbicide-tolerant sorghum in fiscal 2031 in the U.S. and certain other countries in fiscal 2033, and finally, the commercial launch of insect-tolerant sorghum in fiscal 2031 in the U.S. and certain other countries in fiscal 2033. It's important to note that the pathway to these adoption rates is validated by adoption rates of similar technologies and other crops where leadership positions have been established and a multi-strategic go-to-market model has been enacted. This established roadmap we are following utilizes a combination of a robust, direct technical sales team, private label licensing partners, and distribution partners with some of the largest AgChem retail distributors in the U.S., along with an asset-light model in TAM through collaborations with leading seed brands via licensing.

In our view, there is not another company in the world that boasts the sorghum capabilities that we have, providing a very strong first-to-market position with an impressive pipeline portfolio to continue to build on our market strength. That is the long-term look as we see sorghum: consistent 16%-18% decade-long CAGRs, high 70%+ gross margins driven by strong R&D pipeline and an established commercial model. Near-term sorghum, we are focused on executing against our outlook that we have established for fiscal 2025, which includes global sorghum sales of about $24 million-$27 million, of which $12 million-$14.5 million of that is traded technologies. Looking at the numbers through the first six months certainly is not indicative of our outlook that we have for the year.

Last year, we saw a lot of early sales during the December ending quarter, which was somewhat abnormal to the normal purchasing patterns which tend to occur in the March through June timeframe. Therefore, we certainly expect to see the normal significant ramp here in the coming months as we look to achieve our targets. Our confidence in the future of Double Team is being driven by the very high grower satisfaction results received from user market research, with an extremely high % of growers reporting a positive experience. Overall, the majority of growers who have tried Double Team seek to increase acres. Simply put, farmers that have tried Double Team love it.

Now, I would like to be remiss if I do not exhibit some level of caution in the near term from a few of the macro factors that impact farmers' decisions, namely the potential impact from tariffs, as well as the rise in alternative crop prices as of recent. As most of you are aware, as a country, the U.S. is a net exporter of sorghum, with the primary importer being China. Further alternative crop prices relative to sorghum could impact sorghum acres planted this coming season. As we have discussed in our private label business model, it is moving from selling in inventory to licensees fully loaded with production cost, germplasm royalty, and trade royalty to selling with production cost and moving the germplasm and trade royalties to a grower point-of-sale invoice.

This effectively keeps inventory management at the licensees while aligning the royalty payments with timing of sales to farmers. This model will enable our strategy to realize significant sales growth and market penetration and align revenue recognition with timing of grower sales. The model transition will be completed in the 2027 planting season, with all but three licensees expected to be operating under this model in 2026. As you know, with the U.S. seed business, our third and fourth quarters, which run from January through June, are our key quarters, and we are in full-court press mode to ensure that our sales and logistics teams are in sync to get product to customers in a timely manner. In fact, we just completed a multi-day strategic sales meeting with high levels of enthusiasm from the organization.

Clearly, the next few months will be busy for our teams, and I'm confident that we are as well-positioned as we can be to execute on the plans that we have put in place. Let's transition for a moment to VBO. While there's not a lot of new information to report, everything related to our biofuels joint venture with Shell remains on track. As a reminder, we own a 34% interest in the JV. A quick reminder of this past fall, VBO introduced camelina seed to farmers, which carries resistance to Glufosinate, an effective broad-spectrum over-the-top weed control system. There are currently promotions ongoing with them directly working with farmers into the spring months. I hope to be able to share more with you in the upcoming call.

Before I turn it to Vanessa, let me just briefly comment on the announcement we made in mid-January regarding the commencement by the board to explore and evaluate various strategic alternatives that may be available to S&W in an effort to enhance shareholder value. As you can imagine, there is not a lot I can share with you besides what the Chairman, Alan Willits, mentioned in the press release, which is that we believe we have taken decisive actions to strengthen the company, much of which I have discussed today, and that the board supports all initiatives that optimize shareholder value and will consider the full range of potential strategic alternatives to ensure S&W Seed is best positioned for future success.

As always, there can be no assurance that the review process will result in the company pursuing any transactions or any other strategic outcome, nor as to the form or timing of any of the foregoing. The board has not set a timetable for completion of this process, and we do not intend to disclose further developments unless and until it determines that further disclosure is appropriate or necessary. Let me turn the call over to Vanessa for a full detailed review of the financials, including our outlook and guidance for the upcoming year. I will then provide some brief closing comments and turn it over for any questions you may have. Vanessa?

Vanessa Baughman (CFO)

Thanks, Mark. Good morning to everyone on the call today. Before I begin, let me just remind everyone that the completion of the divestiture of the Australian subsidiary has resulted in moving all Australian-related operations to discontinued operations on a look-back basis for fiscal year 2024. Therefore, when you look at the period-over-period comparisons, the Australian domestic and the Australian international businesses have been moved to discontinued operations for both of the financial years. With that, let's dive right in. On the revenue line for Q2 only, we reported revenue of $5.1 million compared to $8.3 million in Q2 of last year. Again, the $8.3 million from last year excludes Australia. A couple of keynotes on revenue. Last year's Q2 had $1.1 million of ex-U.S. international revenue, which was not repeated this quarter. No sales ex-U.S. international occurred in Q2 of this year as we continue to evaluate our crop strategy moving forward for the remainder of fiscal year 2025.

The remaining delta is primarily on Double Team, which had Q2 revenue this year of $1.9 million versus $4 million in Q2 of last year. The difference here is the timing of private label shipping. Overall, Americas sorghum revenue, including Double Team and conventional sorghum, was $3.1 million. Americas forage revenue was $1.7 million, and there was a small amount of other pertaining to our VBO partnership. As I mentioned last quarter, Q1 and Q2 are seasonally our lightest quarters, with Q3 and Q4, which is our March and June ending quarters, being the bulk of our volumes where we expect about 65%-70% of our annualized sales to occur. Q3 and Q4 will also be the quarters in which the greatest leverage in our business occurs to the bottom line, as many of the fixed costs are absorbed over greater revenue dollars.

In fact, our guidance suggests that we will have positive Adjusted EBITDA of $1 million-$3 million in the second half of fiscal 2025. For fiscal 2025, which ends on June 30, 2025, our guidance remains unchanged from last quarter, with total revenue to be between $34.5 million and $38 million for the ongoing business. This number does include the $4.1 million of international sales recognized in Q1. Let's break the guidance for the ongoing business down a bit more. We expect total global sorghum revenue to be $24 million-$27.5 million, of which DT will be between $12 million and $14.5 million, and the pilot for Prussic Free will contribute $200,000 in revenue. The remainder will be our conventional traits in sorghum. This includes sorghum sales that we recorded in Q1 and expect to record in the international reporting segment in Q3 and Q4.

International forage sales are approximately $3.2 million, of which the full $3.2 million was recognized in Q1. America's forage will be between $7 million and $8 million, while other sales will be approximately $300,000. Now turning to margins. Gross profit margin for Q2 was 37.1% compared to 42.8% in last year's Q2. Last year's gross margin excludes Australian operations. The change here is really due to the lower DT revenue in Q2 of this year versus Q2 of last year. We are expecting total gross margins for fiscal 2025 to be between 33% and 36%. Now let's transition to operating expenses. Q2 fiscal 2025 operating expenses, inclusive of depreciation and amortization for the ongoing business in total, were $6.2 million compared to $5.7 million last year. The Q2 fiscal 2025 number also includes all of the non-recurring transactional costs pertaining to voluntary administration of approximately $600,000.

Excluding depreciation and amortization, as well as the non-recurring transactions costs, adjusted operating expenses during Q2 were $4.9 million, which is flat with last year at $4.9 million in Q2. Looking at it on an annualized basis, our expectation is for total operating expenses, exclusive of depreciation and amortization, stock-based comp, and any one-time charges related to VA to be about $16.5 million. Including depreciation and amortization and stock-based comp, that number will be about $21.1 million. We have made a number of significant reductions in operating expenses through last fiscal year and leading up to Q1 of this year and believe we have reached a very reasonable go-forward operating expense structure. As I mentioned last quarter, we carry about $3 million of costs related to being a publicly traded company.

Beyond that, we have made significant efforts to align our go-forward business plan with our expenses to try and drive the business towards profitability. Now to EBITDA. Adjusted EBITDA for Q2 was a -$2.9 million compared to Adjusted EBITDA of -$1.1 million in last year's Q2. For the first half of fiscal 2025, Adjusted EBITDA is a -$6 million. Based on the various inputs I provided, we are expecting Adjusted EBITDA for the year to be between a -$5 million on the low end to a -$3 million on the high end compared to -$5.6 million with Australia's businesses removed in fiscal year 2024.

Put differently, with the first half already at -$6 million, we are expecting the high end of our range for the rest of the year to be a +$3 million for the back half of the year and for the low end to be about $1 million in positive Adjusted EBITDA break-even for the rest of fiscal 2025 in aggregate. As Mark mentioned, since our last call, we successfully secured a $25 million working capital facility with Mountain Ridge, which replaced the previous facility we had with CIBC. I want to take a moment to thank CIBC for their support of S&W over the past four years, and we're excited to be working with the team at Mountain Ridge moving forward.

Their commitment, coupled with the $13 million letter of credit provided by MFP, are tremendous endorsements to the work done over the last year to reposition S&W going forward. Again, I'm happy to follow up with any of the details we went through if you should have additional questions. With that, let me turn the call back over to Mark.

Mark Herrmann (CEO)

Thank you, Vanessa. First, let me just thank the entire team at S&W for their hard work over the past year to get S&W to a place where we can focus on delivering value to farmers and shareholders alike. Going forward, our business is going to be driven by high-value, high-margin sorghum trait technology in well-established markets in the Americas. Our commercialization strategy is robust and validated by decades of success by similar products and adjacent crops.

Our product development pipeline is deep, with multiple new products set to launch each year in various geographies over the next decade. Importantly, the value we bring to farmers has been validated. The farm gate value of our Double Team grain product is between $36-$72 per acre. Our DT forage products provide between $30-$67 per acre. Our Prussic Acid Free trait adds an additional $30-$55 per acre. When you stack them, it allows farmers to take full advantage of each independent trait value. These are significant benefits to farmers as they protect against hundreds of millions of dollars of estimated farm production loss each year. We have a large equity stake in Shell Biofuels JV, which has a large opportunity ahead of ourselves as we progress in our second year of the JV.

With the business dramatically more streamlined from an OPEX perspective and efficiencies in place to drive incremental gross margin improvements in both our traded products as well as our other forage products, I believe we are in a position to return S&W to profitability. I want to sincerely thank all the shareholders for their continued support. With that said, I look forward to taking your questions. Operator.

Operator (participant)

We will now begin the question-and-answer session. To ask a question, you may press star, then one on your telephone keypad. If you are using a speakerphone, please pick up your handset before pressing the keys. If at any time your question has been addressed and you would like to withdraw your question, please press star, then two. At this time, we will pause momentarily to assemble our roster. The first question comes from Ben Klieve with Lake Street Capital Markets. Please go ahead.

Ben Klieve (Senior Equity Research Analyst)

All right. Thanks for taking my questions. I got a handful of them here. First, a couple regarding the current year results. First question on, as it pertains to DT Sorghum, I'm curious what you see as the level of inventory for that product that's already within the supply chain. Is the inventory level still such that there's real visibility of a pretty steep commercial ramp, or do you have any concern about elevated levels here at this point in the year?

Mark Herrmann (CEO)

Hey, good morning, Ben. Appreciate the question. As we look at our business, over 50% of our business comes from Sorghum Partners brand, which S&W completely operates in the U.S., right? With Sorghum Partners brand, all unsold inventory at the end of the spring gets picked up and returned to our warehouse.

In reality, we know exactly that we start annually from zero, right? There is no pre-existing supply in the channel, and we are moving forward with that business and expect to see the growth that we had built into the plan. With the licensed business, they do the same activity with their own seed brands in the fact that they deliver, and then they pull back into company warehouses and have an accurate count at the end of the year. Our previous model was shipping fully loaded trait in germplasm royalty, as well as the cost of goods shipping to the licensed companies. As I talked about in this call, that will be moving to more of a system where the licensed seed company takes inventory at a cost of goods, just like every seed company, including ourselves, does, and manages their internal inventory.

We will pay royalties based on grower actual sales each year reported by our year-end, right? It will move to it. There is a bit of gap in information as to timing when each of the licensees pull in inventory. Last year, we did see an incremental amount of ordering in the fourth quarter, pulling inventory into their businesses, both to fill spring needs as well as to carry some inventory into the next year. I think potentially it, along with some of just the indecision on farms, some of the things we are seeing geopolitically of question marks on moving, there would be a question mark if our process of going through the VA last year slowed some people down as far as bringing in their inventory in Q1 and Q2 versus bringing it in now in Q3 and Q4, right?

We're working to analyze that and be on top of it as we work through with licensees right now for what their production plans, what their demand, their sales, what inventory they need to ensure they can complete demand with their customers for this year for shipping, as well as then working up their production plan for next year's planned sales. We'll have that effort over the next couple of weeks. I think one of the pieces that delayed the one and two was our process of going through the Australian VA and some of the unknowns that that put into the marketplace, as well as we are in kind of a unique situation on farm with farmer decision-making on cropping plans.

There's been a huge amount of commodity price volatility on all crops between corn, soybean, and cotton as far as the alternative crops, as well as sorghum. I do believe we'll see that settling out, and farmers will be finalizing their decision as we move forward. I don't anticipate that it's a significant problematic piece, but I do believe the model we're going to is a model that'll help us have seed companies planning to carry the appropriate level of inventories on a year-round basis to really run their seed business efficiently versus trying to avoid bringing material in because of the fully loaded cost, which included germplasm royalty and trait royalty before they had the sales activity taking place with farmers. Ben, does that kind of address it?

I know it still leaves a huge unknown, but I don't see a signal that says that we're off track versus the guidance that Vanessa and I have rolled out to the organization.

Ben Klieve (Senior Equity Research Analyst)

Yeah. Yeah. I appreciate that. There's a lot of moving pieces here, so I certainly appreciate the uncertainty, but that was all very helpful context. You got to my—you alluded to my next question, which I don't know if this is better directed to you or Vanessa, but regarding the current year guidance and the sorghum revenue that you lay out, I'm curious, given the rising price of alternative commodities, especially corn, the level of embedded acreage you guys are expecting within the U.S. market, the level of acreage within the U.S. market that you're expecting embedded within your guidance. Do you guys anticipate kind of a flat level of sorghum acreage year over year in the country, or are you expecting some kind of decline given elevated pricing here for alternative crops?

Mark Herrmann (CEO)

Yeah. It's a great question. I'll take a first swing at it, and then Vanessa, please, if you've got others to add. If you look at the acre trend, sorghum had been on a bit of a growth trend if you look over the two years prior to last year, right? It had grown from a 6 million to about a 7.2-7.3 million acre crop for the planting season of 2023, which also had the contribution of very late planting. The weather through a lot of the sorghum market was wet, which prevented planting of cotton and alternative crops. Farmers came back with a sorghum crop, which helped also move acreage up.

Last year was the opposite impact. It was a perfect spring. Commodity prices were strong in the other commodity pieces, and we saw acres move back down from 7.2 into the 6.3-6.5 million sorghum acres. We did not build our plan based on depending on growth of sorghum acres, but as we look at the market, it does have a pretty significant swing based on what acre planning does happen, right? We started out very strong. The economics of planting sorghum versus alternative crops was very positive. It has leveled off a little bit with the increase in the corn price, which if you look at corn price seasonally, the corn market is very good at raising the price, working to get the acres planted, which I anticipate is what is taking place this year as well. We really did not build our plan based on a return to a 7+ million acre base.

Ben Klieve (Senior Equity Research Analyst)

Okay. It is good to hear the conservatism embedded within that then. Vanessa, a question for you on the debt levels and update on the new credit facility. First of all, I think I see between getting the Australian business exited and then ripping working capital off the balance sheet, you guys are sitting at a level of debt that is lower than it has been since like 2016. Congratulations on some real progress on that front. My question to you is twofold here. The degree of visibility you have at further reductions in working capital here over the second half of this year, maybe over the next 12 months, and then also the level of availability you have today within your new credit facility.

Vanessa Baughman (CFO)

Yes, of course. Thank you, Ben, for the question. For the remainder of fiscal 2025, and I'll mention this in comparison to last year, we will end, or it's anticipated that we will end fiscal year 2025 at a lower debt position than last year. It goes to exactly what you just mentioned. Continued focus on OPEX and meeting our targets on OPEX, as well as the working capital component. While we were able to achieve that through Q2 in terms of lower debt versus last year, one of the things from a cash flow perspective that we had to cover for are those one-time transactional costs that you can see in our Adjusted EBITDA reconciliation within the financials of approximately $600,000 related to VA.

Unfortunately, that was a cash outlay that we had not planned, right, at the time that we were working through the particulars with Mountain Ridge. For the remainder of fiscal 2025, we're in a position from a capacity perspective to be well-supported with the Mountain Ridge facility as it is today. As a reminder, it is an asset-based type of agreement. As sales start to position themselves over Q3 and Q4, that gives us adequate credit financing for the remainder of 2025 that, again, is expected year over year that we will be in a lower debt position and overcoming those one-time costs. I will say that that added some complexity to at least Q1 and Q2 and overcoming that $600,000 and those one-time non-recurring costs related to VA.

Ben Klieve (Senior Equity Research Analyst)

Okay.

Mark Herrmann (CEO)

Hey, Vanessa, could I just add? As Vanessa and I came in, we did feel S&W was carrying far too much inventory for sales. As we finish this year, we should reduce carryout inventories by about 40%-50% versus what we carried out last year, which has a huge positive as far as cash tied up in inventory, but also most seed inventory, you lose approximately 10% due to quality just aging. It is a significant reduction in it. I say this because I really do not even believe it is totally focused on just reducing working capital, but it puts the seed company in a very quick to move when you have got a strong pipeline of new product advancements that we are going to have over the next 10 years.

To keep inventories tight, to have the ability to ramp up the newest technology, the newest germplasm as quickly as possible, continues to drive the leadership position. It will have very positive impacts on both the working capital as well as profitability, but also it will put us in a place to continue to support a very aggressive ramp-up of sales success as well. Okay. Very good. One more for me, and then I'll get back in queue. It's just kind of a big-picture question. In the context of the strategic review, you laid out all of these kind of long-term expectations. I'm curious, the degree to which kind of the scale of S&W constrains the ramp in sorghum, either from an R&D perspective or a commercial perspective, and any potential synergies that could come from a larger operation having this kind of a business embedded within it.

I mean, is there a material constraint from a financial or human capital perspective at S&W on the sorghum outlook that you think could be kind of unlocked if this was elsewhere? That's a great point and input, Ben. There is always a strategic opportunity for entities to be able to look internally at the resources they're already spending and how does it either significantly contribute to or accelerate a trade pipeline or product release pipeline that we've got really in sight for the next 10 years. I do think as we go through the process, there'll be significant opportunities for different organizations to assess how the resources and assets inside of S&W really contribute and escalate their current paths, right? Either S&W's ability to reach and accelerate or their ability for efficiencies and investment in other places. I do believe that there'll be significant value identified.

Ben Klieve (Senior Equity Research Analyst)

Very good. All right. I appreciate you taking my question. Congratulations. It's been a busy and very productive last few months. Good luck second half of this year, and I'll get back in queue.

Mark Herrmann (CEO)

Thank you, Ben.

Operator (participant)

The next question comes from Kurt Caramanidis with Carl M. Hennig, Inc. Please go ahead.

Kurt Caramanidis (VP)

Hi. Thanks for taking my question. Questions on VBO. Are there constraints in selling that position as you do this review from Shell or any kind of color that you could give us on how that would be monetized potentially? Is next year kind of a ramp year for the camelina business?

Mark Herrmann (CEO)

I'll cover the last one first. As VBO keeps expanding their product line, particularly focused on their trait position, which is very unique in the marketplace for camelina, for easy control of weeds at a very economical position, I do believe their continued ramp-up of success positioning with farmers will move forward. As far as the other one, I probably have to say I can't really speak to the specifics with it other than what was positioned by the Chairman of the Board, Alan Willits. Alan Willits and Mark Wong are also on the board of VBO. As we look at it, we're looking at all opportunities that bring value to S&W shareholders as we move forward.

Kurt Caramanidis (VP)

Okay. Fair enough. I know you did the reverse split, but have you considered going to the OTC to save a couple? I know that would not be free, but a couple million bucks a year, or what is kind of the thought process there?

Mark Herrmann (CEO)

Yeah. You bring up a good point between what Vanessa positioned that we have about $3 million tied with expenses for being publicly traded. Today, we are a company that has sales in that $35 million range position, right? It just speaks to there is potential efficiency processes. I would just leave that as part of the whole discussion around looking at strategic options that bring value to S&W shareholders.

Kurt Caramanidis (VP)

Great. That makes sense. Appreciate it.

Operator (participant)

Again, if you have a question, please press star, then one.

Robert Blum (Managing Partner)

Operator, while we wait to see if there is anyone else in the queue, I have just a couple of questions here from the online portal to Mark and Vanessa. I will try to bucketize them briefly here. Talk about maybe any competitive products out there specifically within the herbicide-resistant sorghum.

Mark Herrmann (CEO)

Yeah. There are two other programs that are in the marketplace, and S&W has had a significant lead over each of those positions, both in volume and market penetration, as well as farmer feedback as far as weed control, cropping options, and others. As we look at it, we're in a very, very strong position. With the pipeline as it comes out, I do believe we can work to keep market leadership position, not just on DT and grass control, but also across a broad spectrum that brings value to farmers. Everything is predicated on, does your product truly turn into a positive economic investment for farmers? We feel very good about the portfolio that we've got. Our approach has really been looking pretty directly at the economic impact.

As you look at peace of mind and other intrinsic values, I think part of the acceleration of our trade portfolio is going to be driven and has been driven by the peace of mind of knowing you're going to be able to rescue your crop in the event of heavy pressure. The same thing with prussic acid-free. If you know much about grazing cattle on sorghum, both the benefits and the drawbacks, the big drawback is prussic acid and the concern for animal health. With prussic acid-free, it completely resolves and puts a farmer in a great position to be able to utilize the great benefits of using a forage sorghum or even a post-harvest grain sorghum to provide feed for their livestock. I believe we've got a strong position as far as the pipeline and where we're currently at for success.

There's a significant advantage to our product position.

Robert Blum (Managing Partner)

Okay. Maybe just one more question here. I think you've touched on a few of these, but more broadly, with some of the tariffs, some of the other subsidies, basically just overall change in administration, what sort of impact to this have you taken into account with the estimates that you provided here?

Mark Herrmann (CEO)

That's a great question, Robert. I called it out a bit, and internally, we've had the discussions around the tariffs. China is the number one importer of sorghum globally, right? The U.S. is the number one exporter. There's a pretty tight relationship between China and the U.S. as far as Sorghum consumption. There's the concern around tariffs, where they could go and what could be the response from China to those, right? Unfortunately, all of it is speculation and assessment.

Clearly, if they have a block on importing U.S. products or a significant tariff, it could significantly hamper sorghum pricing in the sorghum market. We have not built overly aggressively conservatism based on an assumption that that will happen, right? It's something we'll watch for. We'll know more as we go forward. It's a sensitivity, but it's not built into the numbers today.

Robert Blum (Managing Partner)

Okay. Fantastic. All right. Mark, Vanessa, I'm showing no further questions here. Mark, I guess I'll turn it over to you for closing remarks.

Mark Herrmann (CEO)

I really want to thank everybody for joining this morning. Really appreciate your engagement with S&W in this call. Vanessa and I look forward to hopefully speaking with you all again shortly. Thank you. The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.