DEBT | NOTE 7 - DEBT Total debt outstanding is presented on the consolidated balance sheet as follows: March 31, 2023 June 30, 2022 Current portion of working capital lines of credit CIBC $ 18,279,289 $ 12,804,611 National Australia Bank Limited 24,771,500 338,314 Debt issuance costs ( 267,653 ) ( 464,028 ) Total current portion of working capital lines of credit, net 42,783,136 12,678,897 Long-term portion of working capital lines of credit, less current portion National Australia Bank Limited — 21,703,286 Total long-term portion of working capital lines of credit — 21,703,286 Total working capital lines of credit, net $ 42,783,136 $ 34,382,183 Current portion of long-term debt Finance leases $ 402,164 $ 804,309 Term Loan - National Australia Bank Limited 334,750 344,400 Machinery & equipment loans - National Australia Bank Limited 257,963 246,547 Machinery & equipment loans - Hyster 11,897 11,834 Vehicle loans - Ford Credit 51,277 40,341 Secured real estate note - Rooster — 6,905,995 Debt issuance costs — ( 36,643 ) Total current portion, net 1,058,051 8,316,783 Long-term debt, less current portion Finance leases 246,977 500,723 Term loan - National Australia Bank Limited 2,343,250 2,410,800 Machinery & equipment loans - National Australia Bank Limited 956,029 963,733 Machinery & equipment loans - Hyster 18,944 28,722 Vehicle loans - Ford Credit 83,532 88,583 Debt issuance costs — ( 21 ) Total long-term portion, net 3,648,732 3,992,540 Total debt, net $ 4,706,783 $ 12,309,323 CIBC Loan Agreement On December 26, 2019 , the Company entered into the CIBC Loan Agreement with CIBC, which originally provided for a $ 35.0 million credit facility, or the CIBC Credit Facility. As described in Note 8 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended June 30, 2022, the CIBC Loan Agreement was subsequently amended on several occasions through the year ended June 30, 2022. During the nine months ended March 31, 2023, the CIBC Loan Agreement was further amended as follows: • on September 22, 2022, the CIBC Loan Agreement was amended to, among other things, (i) specify that the borrowing base eligible inventory sublimit cannot be reduced below the proceeds available to be drawn under the MFP Letter of Credit (as defined below), (ii) waive the Company's non-compliance with certain financial covenants under the CIBC Loan Agreement and (iii) establish a minimum liquidity of no less than $ 1.0 million tested weekly as of the last day of each week for the remainder of the term of the CIBC Loan Agreement; • on October 28, 2022, the CIBC Loan Agreement was amended to, among other things, increase (i) the total revolving loan commitment to $ 21.0 million from $ 18.0 million and (ii) the borrowing base eligible inventory sublimit to $ 12.0 million from $ 9.0 million; • on December 23, 2022, the CIBC Loan Agreement was amended to, among other things, extend the maturity date of all revolving loans, advances and other obligations outstanding under the CIBC Loan Agreement from December 23, 2022 to March 23, 2023 ; and • on March 22, 2023, the Company entered into an Amended and Restated Loan and Security Agreement, or the Amended CIBC Loan Agreement, with CIBC, as administrative agent and sole lead arranger, and the other loan parties and lenders party thereto. The Amended CIBC Loan Agreement replaced the existing CIBC Loan Agreement. The Amended CIBC Loan Agreement now matures on August 31, 2024 . The Amended CIBC Loan Agreement provides for a senior secured credit facility, or the Amended CIBC Credit Facility, of up to $ 25.0 million from February 1 to October 31 of each year, and up to $ 18.0 million from November 1 to January 31 of each year. The proceeds of advances under the Amended CIBC Credit Facility may be used to finance the Company’s ongoing working capital requirements and other general corporate purposes. Availability of funds under the Amended CIBC Credit Facility is subject to a borrowing base equal to (a) up to 85 % of eligible domestic accounts receivable, plus (b) up to 90 % of eligible foreign accounts receivable, plus (c) up to the lesser of (i) 65 % of eligible inventory and (ii) 85 % of the appraised net orderly liquidation value of eligible inventory , in each case subject to an eligible inventory sublimit, in each case ((a), (b) and (c)), as more fully set forth in the Amended CIBC Loan Agreement and subject to lender reserves that CIBC may establish from time to time in its sole discretion, determined in good faith. Advances under the Amended CIBC Credit Facility bear interest at a rate per annum equal to a reference rate equal to CIBC’s prime rate at any time (or, if greater, the federal funds rate at such time plus 0.5 %) plus an applicable margin of 2.0 %. The interest rate was 10.0 % as of March 31, 2023. The Company’s obligations under the Amended CIBC Loan Agreement are secured by a first priority security interest in substantially all of the Company’s assets (subject to certain exceptions), including intellectual property. The Amended CIBC Loan Agreement contains certain customary representations and warranties, events of default, and affirmative and negative covenants, including limitations with respect to debt, liens, fundamental changes, asset sales, restricted payments, investments and transactions with affiliates, subject to certain exceptions. Amounts due under the Amended CIBC Loan Agreement may be accelerated upon an “event of default,” as defined in the Amended CIBC Loan Agreement, such as failure to pay amounts owed thereunder when due, breach of a covenant, material inaccuracy of a representation, or occurrence of bankruptcy or insolvency, subject in some cases to cure periods. Additionally, upon the occurrence and during the continuance of an event of default, CIBC may elect to increase the existing interest rate on all of the Company’s outstanding obligations by 2.0 % per annum. All amounts outstanding under the Amended CIBC Loan Agreement, including, but not limited to, accrued and unpaid principal and interest due under the CIBC Credit Facility, will be due and payable in full on August 31, 2024. The Company actively pursued multiple other lenders prior to entering into the Amended CIBC Loan Agreement on March 22, 2023. The financing charges incurred associated with these other lenders totaled $ 1.5 million and were written off to Other (income) expenses in the condensed consolidated statements of operations in March 2023. As of March 31, 2023, the Company was in compliance with all financial covenants contained in the CIBC Loan Agreement. As of March 31, 2023 , there was approximately $ 1.0 million of unused availability on the CIBC Credit Facility, which had an available borrowing base of $ 19.3 million. With additional collateral consisting of accounts receivable and inventories, the available borrowing base can increase by an additional $ 5.7 million, to a maximum amount of $ 25.0 million. Rooster Note During the nine months ended March 31, 2023, the Rooster Note (as defined in Note 8 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended June 30, 2022) was amended as follows: • on September 22, 2022, the Company entered into an amendment to extend the Rooster Note’s maturity date to December 23, 2022 ; and • on December 23, 2022, the Company entered into an amendment to the Rooster Note that (i) increased the interest rate on the Rooster Note from 7.75 % to 9.25 % per annum and (ii) extended the maturity date of the Rooster Note from December 23, 2022 to March 1, 2023 . On February 6, 2023, Shell paid off the approximately $ 6.6 million of outstanding principal and accrued interest on the Rooster Note in connection with the Vision Bioenergy partnership (see Note 11). Australian Facilities S&W Australia’s debt facilities with National Australia Bank, or NAB, as amended to date, or the NAB Finance Agreement, were amended and restated effective October 24, 2022 and further amended on October 25, 2022. Pursuant to the amendments contained in the NAB Finance Agreement, among other things: • the borrowing base line credit limit under S&W Australia’s seasonal credit facility was increased from AUD $ 32.0 million (USD $ 21.4 million as of March 31, 2023 ) to AUD $ 40.0 million (USD $ 26.8 million as of March 31, 2023 ), with a one-year maturity date extension to September 30, 2024 ; • the overdraft credit limit under S&W Australia’s seasonal credit facility was increased from AUD $ 1.0 million (USD $ 0.7 million as of March 31, 2023 ) to AUD $ 2.0 million (USD $ 1.3 million as of March 31, 2023 ), with a one-year maturity date extension to September 29, 2023 ; and • the maturity date of S&W Australia’s master asset finance facility was extended by one year to September 29, 2023 . After the amendments, the consolidated debt facilities under the NAB Finance Agreement provide for up to an aggregate of AUD $ 49.0 (USD $ 32.8 million as of March 31, 2023 ) of credit. The NAB Finance Agreement is guaranteed by S&W Seed Company up to a maximum of AUD $ 15.0 million (USD $ 10.0 million as of March 31, 2023). The October 2022 amendments to the NAB Finance Agreement contained an undertaking requiring the Company to maintain a net related entity position of not more than AUD $ 25.0 million, and the Company's ability to comply with this undertaking was subject to fluctuations in foreign currency conversion rates outside of the Company's control. Due to fluctuations in foreign currency conversion rates, the Company was not in compliance with this undertaking as of December 31, 2022 and the Company subsequently obtained a waiver from NAB with respect to such non-compliance. On February 8, 2023, the Company further amended the NAB Finance Agreement to change the required net related entity position from AUD $ 25.0 million to USD $ 18.5 million. The Company believes that this amendment will provide the Company with greater control over compliance with this undertaking. As of March 31, 2023, the Company was in compliance with all NAB Finance Agreement covenants. As of March 31, 2023 , approximately AUD $ 1.3 million (USD $ 0.8 millio n) re mained available for use under the NAB Finance Agreement, which had an available borrowing base of AUD $ 37.9 million (USD $ 25.4 million as of March 31, 2023 ). With additional collateral consisting of accounts receivable and inventories, the available borrowing base can increase by an additional AUD $ 4.1 million (USD $ 2.7 million as of March 31, 2023 ), to a maximum amount of AUD $ 42 million (USD $ 28.6 million as of March 31, 2023). MFP Loan Agreement On September 22, 2022, the Company’s largest stockholder, MFP Partners, L.P., or MFP, provided a letter of credit issued by JPMorgan Chase Bank, N.A. for the account of MFP, with an initial face amount of $ 9.0 million, or the MFP Letter of Credit, for the benefit of CIBC, as additional collateral to support the Company’s obligations under the CIBC Loan Agreement. The MFP Letter of Credit initially matured on January 23, 2023 , one month after the maturity date of the existing CIBC Loan Agreement. Concurrently, on September 22, 2022, the Company entered into a Subordinate Loan and Security Agreement, or the MFP Loan Agreement, with MFP, pursuant to which any draw CIBC may make on the MFP Letter of Credit will be deemed to be a term loan advance made by MFP to the Company. The MFP Loan Agreement initially provided for up to $ 9.0 million of term loan advances. Concurrent with the October 28, 2022, amendment to the CIBC Loan Agreement (as described above), MFP amended the MFP Letter of Credit to increase the face amount from $ 9.0 million to $ 12.0 million, and the MFP Loan Agreement was amended to increase the maximum amount of term loan advances available to the Company from $ 9.0 million to $ 12.0 million. In connection with the December 23, 2022, amendment to the CIBC Loan Agreement, MFP amended the MFP Letter of Credit, extending the maturity date from January 23, 2 023 to April 30, 2023 . In connection with the Company’s entry into the Amended CIBC Loan Agreement, MFP further amended letter of credit to increase the maximum amount of term loan advances to $ 13.0 million and extend the maturity date to September 30, 2024 . The MFP Loan Agreement will mature on November 30, 2025 . Pursuant to the MFP Loan Agreement, the Company will pay to MFP a cash fee through the maturity date of the MFP Letter of Credit equal to 3.50 % per annum on all amounts remaining undrawn under the MFP Letter of Credit. In the event any term advances are deemed made under the MFP Loan Agreement, such advances will bear interest at a rate per annum equal to term SOFR (with a floor of 1.25 %) plus 9.25 %, 50 % of which will be payable in cash on the last day of each fiscal quarter and 50 % of which will accrue as payment in kind interest payable on the maturity date, unless, with respect to any quarterly payment date, the Company elects to pay such interest in cash. Concurrent with the March 22, 2023 amendment to the CIBC Loan Agreement, the Company entered into a Third Amendment to Subordinate Loan and Security Agreement with MFP, or MFP Amendment, to (i) increase the aggregate amount of cash advances permitted from $ 12.0 million to $ 13.0 million; (ii) increase the cash fee payable to MFP on all amounts remaining undrawn under the Letter of Credit from 3.50 % to 4.25 % per annum; (iii) provide for the issuance of the MFP Warrant to MFP (see Note 9); and (iv) reflect the extension of the maturity date of the Letter of Credit to September 30, 2024 . The MFP Loan Agreement, as amended, includes customary affirmative and negative covenants and events of default, and is secured by substantially all of the Company’s assets and is subordinated to the CIBC Loan Agreement. Upon the occurrence and during the continuance of an event of default, MFP may declare all outstanding obligations under the MFP Loan Agreement immediately due and payable and take such other actions as set forth in the MFP Loan Agreement. Maturities of Long-Term Debt The annual maturities of long-term debt, excluding finance lease liabilities, are as follows: Fiscal Year Amount Remainder of 2023 $ 76,909 2024 668,649 2025 632,758 2026 2,330,226 2027 161,420 Thereafter 187,682 Total $ 4,057,644 |