NASDAQ: SANW · 6/26/2017 · Alfalfa Sorghum Sunflower Stevia S&W Seed Company (NASDAQ: SANW) S&W’s vision is to be the world’s preferred proprietary seed company which supplies

CORPORATE PRESENTATION

Q3 FY17

NASDAQ: SANW

S&W SEED COMPANY 2

This presentation may contain "forward-looking statements" within the meaning of Section27A of the Securities Act of 1933, as amended, and Section 21E of the Securities ExchangeAct of 1934, as amended, and such forward-looking statements are made pursuant to thesafe harbor provisions of the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" describe future expectations, plans, results, or strategies and aregenerally preceded by words such as "may," "future,” "plan" or "planned,” "will" or"should,” "expected,” "anticipates,” "draft,” "eventually" or "projected.” You are cautionedthat such statements are subject to a multitude of risks and uncertainties that could causefuture circumstances, events, or results to differ materially from those projected in theforward-looking statements, including the risks that actual results may differ materiallyfrom those projected in the forward-looking statements as a result of various factors, andother risks identified in the Company’s 10-K for the fiscal year ended June 30, 2016 andother filings made by the Company with the Securities and Exchange Commission.

Forward-Looking Statements

S&W SEED COMPANY 3

SunflowerAlfalfa Sorghum Stevia

S&W Seed Company(NASDAQ: SANW)

S&W’s vision is to be the world’s preferred proprietary seed company which supplies a range of forage, grain and

specialty crop products that supports the growing global demand for animal proteins and healthier consumer diets.

COMPELLING

MARKET

TRENDS

THE SEEDS OF OPPORTUNITY 5

Industry Facts

Top 4Alfalfa is one of the top 4 crops in the world

70 million +Alfalfa acres planted and grown globally each year

150 million +Pounds of alfalfa seed sold annually worldwide

196 million tonsOf alfalfa hay produced globally each year

$11.3 billionU.S. alfalfa hay market

~8 pounds per dayAlfalfa hay consumption by dairy and beef cattle

Alfalfa Facts

Alfalfa is one of the largest crops in the U.S. and the world, utilized as a “forage” by livestock.

High protein content for dairy cows and beef cattle.

It is estimated that the world will need to increase food production by between 60% and 100% by 2050 to meet a roughly 30% increase in the overall population.

Alfalfa is a Highly Significant Crop

BREEDING / ALFALFA SEED

HAY / LIVESTOCK

PRODUCTS


Global Drivers

► Global population more than doubled from 1960 to 2012

► Arable land per capita decreased from 4.3 hectares in 1960 to 2.2 hectares in 2012

► There is significant pressure on growers to maintain supply for global demand for food, feed and fuel

► Alfalfa growers will face increased demand as livestock producers require additional forages for cattle and dairy cows to meet increased consumer demand

Increased Demand for Additional Forage Crop

► Expanding global middle class is shifting diets towards higher dairy and animal protein consumption

► Emerging markets face increased pressure to maintain supply of high quality forages for increasing dairy and beef cattle populations

► These countries, currently growing low quality alfalfa, are in the market for higher quality alfalfa varieties to support demand

Growing Middle Class Shifting Global Consumption Habits

0.00

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0.10

0.15

0.20

0.25

0.30

0.35

0.40

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000

1960 1965 1970 1975 1980 1985 1990 1995 2000 2005 2010

World Population

Per Capita Arable Land

he

ctare

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Mil

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of

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Source: World Bank, FAOSTAT

Cereal Crop Consumption Per Capita Meat Consumption Per Capita

250

260

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320

330

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350

1961 1971 1981 1991 2001 2009

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120

1961 1971 1981 1991 2001 2009

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GLOBAL

LEADERS IN

ALFALFA SEED


A Global Leader in Alfalfa

Largest “Non-Dormant”

Alfalfa Seed Company

Leading “Dormant” Alfalfa Seed

Brand

Diversified Worldwide Production

and Distribution

Industry-Leading

Research and Development Capabilities

Strong Grower and Customer

Base

S&W has an estimated 17-20% share of the worldwide production and sourcing market


A Leader in the Alfalfa Seed Market

► Worldwide production and distribution capabilities to address a compelling market opportunity

► Approximately 43,000 acres of contracted production across the entire U.S., Canada, and Australia (not including non-irrigated or sourced production)

► Approximately 25-30 million pounds of produced and sourced seed available to meet the global needs of a growing marketplace

► Diversified end markets from largely export to roughly equal domestic and international markets

► Estimated 17-20% share of the worldwide production and sourcing market

S&W + Pioneer® Pounds of Seed

~75 MPounds

“Non-Dormant”

~75 MPounds

“Dormant”

UNPARALLELED

PRODUCT

OFFERINGS


Strong IP (Product Portfolio)

► SW 10

► SW 9720

► SW 9718

► SW 9628

► SW 9500

► SW 9400

► SW 9301

► SW 9215

► SW 8718

► SW 8421-S

► SW 8210

► SW 8112

► SW 7410

► SW 6330

► SW 6403

► SuperSonic

► SuperNova

► SuperSequel

► SuperSiriver

► SuperSiriver II

► SuperStar

► SuperAurora

► Saltana

► Catalina

► LaJolla

► 59N59

► 58N57

► 57Q53

► 56S82

► SuperJack

► Trophy

► Runner

► Rhino

► Matrix

► SW 4328

► Multi5301

► 55H94

► 55V50

► 54Q14

► 55Q27

► 53V52

► 54Q25

► 54V13

► 505005

► 505004

► 55V48

► 54V09

► 54V54

► SW9215RRS

► SW8421RRS

TRANSGENIC► Licensing Pioneer Hi-Bred

Transgenic varieties

DORMANTNON-DORMANT

TRANSGENIC

TROPICAL

KEY TRAITS

► Salt Tolerance

► Drought Tolerance

► Leafhopper Resistant

► High Yielding

► Stem Nematode

► Muscle

► Aphid

► Tropical

LARGE

DIVERSIFIED

PRODUCTION


Diversified Production

► S&W’s historical production base

► Recently approved alfalfa GMO

► Cost of production continues to rise due to competing crops

► California seed demands premium pricing

San JoaquinValley

Imperial ValleySouth Australia

► Acquired IVS in October 2012

► No GMO alfalfa seed production in Imperial County

► Irrigation water secured; supplied by Colorado River; lower cost

► Large and tenured grower base

► Premium California pricing

► Proprietary and non-proprietary seed production

Imperial Valley

San Joaquin Valley

► Acquired SGI in April 2013

► No GMO allowed

► Lower cost of production (GM expansion opportunity)

► S&W controls 50% of seed production

► Strong gateway to Asian markets

► Lower cost of production

compared to California

South Australia

► Over 50 growers managing over 13,000 acres to source unprocessed alfalfa seed

► Over the past 15 years, Pioneer average grower tenure was approximately 5 years, with the top 20 growers in 2013 having an average tenure of 8 years

► The raw alfalfa seed is sent to the Nampa, ID facility for processing and coating before distribution to growers

Northwest US & Canada


Strong Production Platform

2.0 1.8 2.8

13.011.0

17.5

22.1

0

3

6

9

12

15

18

21

24

27

30

CY 2010 CY 2011 CY 2012 CY2013 CY2014 CY2015 CY2016

Contracted

Mill

ion

s o

f Po

un

ds

of

See

d

Estimated S&W Pounds of Alfalfa Seed Produced

In addition to the pounds of seed produced, the company will source seed to meet the needs of its customers.

GLOBAL

DISTRIBUTION


Global Distribution Network

S&W distributes to more than 30 countries around the world


Distribution Agreements

Independent Dealer Networks

Sales Representatives

Distribution Agreement

► Essential to this transaction, DuPont Pioneer will stay connected to the alfalfa business going forward through a distribution agreement, representing a significant opportunity for the alfalfa business

Key Terms

Distribution Channels

► 10 year agreement with North America’s largest dormant alfalfa seed distributor;

► Pioneer guarantees to buy a minimum units/year; projected demand plan and historical performance well in excess of this number;

► Guaranteed timing of payments with strong and reputable customer;

► 4% pricing escalators on per unit pricing paid from Pioneer;

► Full access to Pioneer’s 1,800 exclusive sales reps and dealer network;

► Ability to leverage the Pioneer brand.

► The primary distribution channel for Pioneer® alfalfa seed is through its network of sales reps and dealer networks

► DuPont Pioneer North American sales reps comprise 85% of alfalfa distribution, with the remaining sales generated from dealer networks in Western U.S.

► An independent dealer network handles all alfalfa demand west of the Rocky Mountains while exclusive Pioneer sales reps sell alfalfa seed east of the Rocky Mountains

► Exception of the South, plus Montana and the western portions of Wyoming and the Dakotas, which depend on a dealer network for distribution of alfalfa seed

$27

$40$37

$0

$10

$20

$30

$40

$50

2015 2016 2017

Pioneer Demand Plan

$ in

Mill

ion

s


New Wilbur-Ellis Distribution

►S&W and Wilbur-Ellis distribution agreement signed in May 2017 for North America

►Wilbur-Ellis is a billion marketer and distributor of agricultural products, animal feed and specialty chemicals and ingredients

►Over 160 points of distribution, primarily in the western and central United States

►Expands S&W into number of previously untapped regions

WORLD-CLASS

RESEARCH &

DEVELOPMENT

Classical Breeding


Leading Research & Development

Generic Genetics► S&W will look to leverage

Generic Genetics’ knowledge of the patent landscape and scientific expertise to create varieties specific to S&W, utilizing current transgenic traits coupled with other trait technologies proprietary to Generic Genetics.

Calyxt/Cellectis► S&W and Calyxt are collaborating to apply

Calyxt’s next generation gene editing technology to research, develop, produce, and commercialize alfalfa seed products. Calyxt’s technology allows for custom gene-editing of plant species to create various novel traits in a way which is currently classified as non-GMO. The approach is based on the same principle as classical plant breeding, while allowing for a much accelerated development timeline.

Forage Genetics Int’l► S&W, along with DuPont, are

developing biotechnology varieties containing Forage Genetics International (FGI) Roundup Ready® and soon to be introduced reduced lignin HarvXtra™ Alfalfa with Roundup Ready® Technology traits, including varieties selected for salt tolerance.

SORGHUM &

SUNFLOWER

EXPANSION


Sorghum

Sunflower

S&W acquired SV Genetics (SVG) in May 2016, aprovider of proprietary hybrid sorghum and sunflower seed genetics

► SVG’s breeding program has developed a portfolio of both forage and grain sorghum hybrid seed varieties, that consistently out yield commercial competitors in select markets

► Complementary crop to alfalfa addressing the forage market

► Traditionally been used for livestock feed, as well as ethanol, but is gaining increasingly in popularity in food products in the U.S. due to its gluten-free characteristics, as well as its antioxidant, high protein, lower fat, high fiber and non-GMO properties

► Industry experts estimate the 2016 U. S. sorghum crop to encompass between 7 million and 8 million acres.

► Majority of the world’s sorghum is grown in developing countries, primarily in Africa and Asia.


Sunflower

S&W acquired SV Genetics (SVG) in May 2016, aprovider of proprietary hybrid sorghum and sunflower seed genetics

► SVG’s focus with sunflowers is in the manufacturing of sunflower oil, primarily utilized in cooking.

► Sunflower oil is light in taste and appearance and supplies more Vitamin E than any other vegetable oil. It is a combination of monounsaturated and polyunsaturated fats with low saturated fat levels.

► Global sunflower seed production in 2016-17 is projected at 41.2 million tons, up 5 percent from the current season and above the recent 10- year average.

► Sunflower seed oil trade is forecast to rise, supported by very strong demand in India, the EU, North Africa, and the Middle East.


Sorghum & Sunflower Agreements

Sunflower

Sorghum

Sunflower & Sorghum

STEVIA

RESEARCH &

DEVELOPMENT

All-Natural Sugar Substitute (Reb-A)

► 300 times sweeter than sugar

► No Calories, No Carbs, Zero Glycemic Index

Reb-A Received GRAS Designation by U.S. FDA in December 2008 as a Food and Beverage Additive

► Hundreds of new products launched or coming to the market

S&W SEED COMPANY 26

Stevia: Overview

The S&W stevia development program continues to focus on developing varieties that we believe can add value at the front end of the supply chain through the breeding of unique plant varieties.

The Company’s belief is that the development of varieties that can balance the taste requirements of consumers, with the yield requirements of farmers where they can profitably grow stevia in North and South America, provides S&W with the opportunity to be a leader in stevia for many years to come.

S&W SEED COMPANY 27

Stevia: Unique Varieties

SW201

Dried Leaf Market► Sweet taste with very little

bitterness and aftertaste.

► Improved leaf taste profile is ideally suited for growing for direct consumer market.

► Contains more Reb-A, less stevioside, more total steviolglycosides, a higher Reb-A to stevioside ratio, and a higher percentage of Reb-A to total steviol glycosides compared to common varieties examined.

SW107

Commercial Production► 40% more leaf than

comparable plant population

► 60% more Reb-A content

► More than a 100% increase in the Reb-A to Steviosideratio

► Distinctly less bitterness and aftertaste

► Strong plant vigor, including superior overwintering and later flowering attributes

SW129

Commercial Production► Over 5,000 pounds of leaf

per acre

► 98% more Reb-A content

► 475% increase in the Reb-A to Stevioside ratio

► Very low bitterness and aftertaste

► Excellent overwintering

SW227

Dried Leaf Market► Over 5,000 pounds of leaf

per acre

► Average rebaudioside A content of 10.7%

► increased yield with more stems, which is a key requirement in the mechanization of harvesting

► Very low bitterness and aftertaste

DRIVING VALUE

S&W SEED COMPANY 29

Execution of Business Initiatives

Initiative Focus Area Status Progress

Diversify Production Areas Diversification Completed S&W produces in all the main alfalfa seed growing regions of the world

Expand Product Portfolio into Dormant Varieties Market Expansion Completed Acquisition of DuPont Pioneers alfalfa seed operations

Develop New Non-Dormant Traits Market Expansion Completed Developed Non-Dormant Salt Tolerant Roundup Ready variety

Expand Into Complimentary Crops Growth Completed Acquired SV Genetics to expand into Sorghum and Sunflower

Pay Down Convertible Debenture Balance Sheet Completed Paid down $27 million convertible debenture in 26 months

Decrease Cost of Production Margins OngoingEliminated all contracts with farming yield risk, increased gross margins by 340bp YTD

Expand Production Acres Margins/Revenue Ongoing CY 2017 acres up approximately 15% vs CY 2016

Optimization Margins OngoingContinues to be a focus, however, recent AUS harvest has temporarily slowed down progress

Develop New Traits Market Expansion OngoingAgreement with Calyxt progressing & Agreement with Generic Genetics for off patent traits

Develop Commercial Stevia Agreements Growth OngoingAgreement in place with large consumer products company; stevia patents being granted

Expand and Diversify Distribution RevenueOngoing but Needs

ImprovementProgress being made with new distribution relationships in U.S.

Reduce Dependence on Key Markets Diversification Needs ImprovementRecent events in Saudi Arabia have increased need for further diversification

Move Production Acres to Australia Margins Needs Improvement Ramp is occurring but not as rapidly as we would like

S&W SEED COMPANY 30

Strong Asset Base

Distribution(More than 30 countries)

Production(> 40,000 Acres)

Seed Cleaning Facilities(Nampa, ID & Five Points, CA)

Germ Plasm(Nearly 100 varieties)

Pioneer Contract(7 Years Remaining)

World-Class R&D(Pioneer, S&W, SGI)

Real Estate(~$1 M valuation)

Packaging Facility(Keith, Australia)

IV Milling Agreement

Expertise(Unparalleled Ag.

Team)

Transgenic Traits(Pioneer BioTech,Roundup Ready)

Stevia(Multiple Patents and

Collaborations)

Sorghum(SVG Germ Plasm)

Sunflower(SVG Germ Plasm)

Cellectis/Calyx Collaboration

S&W SEED COMPANY 31

Industry Valuation Comparison

Company*TTM EV/

Revenue

TTM EV/

EBITDA

Price/ Book

Ag Inputs

Agrium Inc. 1.2X 9.8X 2.1X

Monsanto Company 3.9X 13.1X 9.2X

Syngenta AG 3.5X 22.0X 5.4X

FMC Corp. 3.6X 18.2X 5.3X

CF Industries Holdings Inc. 3.0X 10.4X 1.0X

Mean 3.0X 14.7X 4.6X

S&W Seed Company 0.8X 13.3X 1.1X

* Zacks Research System – May 25, 2017

3.0

0.8

0.0

1.0

2.0

3.0

4.0

Ag Inputs S&W

TTM EV/Revenue

14.7

13.3

12.5

13.0

13.5

14.0

14.5

15.0

Ag Inputs S&W

TTM EV/EBITDA

4.6

1.1

0.0

1.0

2.0

3.0

4.0

5.0

Ag Inputs S&W

TTM Price/Book

Average M&A of recent 50 transactions was 4.1X Revenue

FINANCIALS

S&W SEED COMPANY 33

Revenues

$ in

Mill

ion

s

$6.7$3.6

$14.2

$37.3

$51.5

$81.2

$96.0

$0

$20

$40

$60

$80

$100

$120

2010 2011 2012 2013 2014 2015 2016

$61.4

$57.5

$0

$10

$20

$30

$40

$50

$60

$70

YTD16 YTD17

Annual Year-to-Date

$ in

Mill

ion

s

FY ends June FY ends June

S&W SEED COMPANY 34

Adjusted Gross Margins

Reconciliation of FY2013, FY2015 and FY2016 and YTD2016 Gross Margins is found included in the appendix to this presentation

27.5%

37.4%

27.6%

15.9%

19.4%20.8%

19.1%

0%

5%

10%

15%

20%

25%

30%

35%

40%

2010 2011 2012 2013* 2014 2015* 2016*

2010 2011 2012 2013* 2014 2015* 2016*

$1,849 $1,361 $3,908 $5,928 $9,972 $16,867 $18,650

19.2%

22.6%

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

YTD16 YTD17

Year-to-Date

YTD16* YTD17

$11,779 $12,968

Annual


S&W SEED COMPANY 35

Adjusted EBITDA

*Reconciliation of EBITDA is included in the appendix to this presentation

$612

($1,139)

$1,055 $1,200

$3,200

$7,519

$6,946

($2,000)

($1,000)

$0

$1,000

$2,000

$3,000

$4,000

$5,000

$6,000

$7,000

$8,000

2010 2011 2012 2013 2014 2015 2016

2010 2011 2012 2013 2014 2015 2016

9.1% -31.3% 7.5% 3.2% 6.2% 9.3% 7.2%

$ in

Th

ou

san

ds

Year-to-Date

YTD16 YTD17

5.6% 6.7%

$3,410

$3,873

$3,100

$3,200

$3,300

$3,400

$3,500

$3,600

$3,700

$3,800

$3,900

$4,000

YTD16 YTD17

$ in

Th

ou

san

ds

Annual


S&W SEED COMPANY 36

Adjusted EPS

$0.11

($0.14)

$0.06

($0.08)

$0.03

$0.12

$0.03

($0.20)

($0.15)

($0.10)

($0.05)

$0.00

$0.05

$0.10

$0.15

2010 2011 2012 2013* 2014 2015* 2016*

*Reconciliation of FY2013 and FY2015, and FY2016 Adjusted EPS found included in the appendix to this presentation

$ p

er s

har

e

Year-to-Date

($0.07)

($0.02)

($0.10)

($0.05)

$0.00

$0.05

$0.10

$0.15

YTD16 YTD17

Annual

$ p

er s

har

e


S&W SEED COMPANY 37

Balance Sheet Data

($ in Millions, except per share) As of 3/31/2017

Cash and cash equivalents $3.3

Accounts receivable, net $23.2

Inventory $38.1

Total assets $134.6

Short-Term Working Capital Lines and Current Portion of Long-term Debt $36.2

Long-term debt $1.0

Pioneer note payable and earn-out $12.6

Total shareholders’ equity $71.8

S&W SEED COMPANY 38

Management

Matthew SzotCFO, EVP of Finance and Administration

Mark WongCEO and Director

Daniel Karsten VP of Processing

Danielson Gardner Chief Marketing & Technology Officer

Fred Fabre VP of Sales and Marketing

Dennis JuryEVP of Operations

Robin NewellVP of North American Sales

Kirk RolfsVP of Production

Walter van LeeuwenVP of Australian Sales and Marketing

Mark SmithVP of Seed Breeding and Genetics

Christine HatcherDirector of Finance & Corporate Controller

Holly MisenhimerGlobal Director Human Resources

S&W SEED COMPANY 39

Board of Directors

Mark HarveyChairman of the Board

Mark WongChairman, American Dairyco

Alex MatinaVice President, Investments at MFP Investors LLC

Charles SeidlerExecutive Director,Nomura Securities

David FischoffMonsanto Company, retired

Grover WickershamVice Chairman

Glen BorntPresident, Imperial Valley Milling Co.

S&W SEED COMPANY 40

Why S&W Now?

Global Platform to Allow for “Next Stage” of Growth

► Global distribution into more than 30 countries creates a platform to deliver additional products, including sorghum and sunflower to our existing customer base

Unrecognized Value / Trading at Significant Discount to Industry

► Strong execution

► Cannot replicate what has been built

► Trading at slightly more than book value

Global Leader in Alfalfa Seed

► Leading product portfolio

► Diversified worldwide production and distribution

► Industry-leading research and development

► Strong grower and customer base

APPENDIX

S&W SEED COMPANY 42

Summary of Non-GAAP Adjustments

(Reconciliation Tables to Follow)FY2013Adjustments for the fiscal year ended June 30, 2013 include $2,333,123 pertaining to the crop loss charge for the company’s stevia operations, $486,166 pertaining to acquisition-related expenses associated with IVS and SGI, and a tax adjustment for the exclusion of the aforementioned inventory charges and business combination expenses.

FY2015Adjustments for the fiscal year ended June 30, 2015 include $265,890 representing losses incurred in connection with the farming of various non-seed crops, including hay, sorghum and triticale, impairment charge of $500,000 attributable to the unrecovered stand establishment and growing crop costs that were incurred on the farmland sold in March 2015; $1,290,926 expense for non-recurring one-time transaction expenses related to the acquisition and financing completed on December 31, 2014. $2,934,164 pertaining to the amortization of debt discount and issuance costs are related to our Convertible Debentures and warrants issued in December 2014.$1,396,000 pertaining to the change in derivative warrant liabilities are related to the change in fair value of the warrants issued in conjunction with our Convertible Debentures issued in December 2014. $74,000 pertaining to the change in contingent consideration liabilities. $1,909,730 pertaining to the estimated non-GAAP effective tax rate adjusts the tax effect to quantify the excluded tax consequences of the excluded non-GAAP items.

FY2016Adjustments for the fiscal year ended June 30, 2016 include $259,566 representing losses incurred in connection with the farming of various non-seed crops, $267,353 expense for non-recurring one-time transaction expenses related to the acquisition SVG; $1,903,900 pertaining to the change in derivative warrant liabilities related to the change in fair value of the warrants issued in conjunction with our Convertible Debentures issued in December 2014, $(55,092) pertaining to the change in contingent consideration obligation to DuPont Pioneer for the December 2014 acquisition, $123,038 pertaining to the gain on sale of marketable securities related to a gain on purchase and subsequent sale of certain bonds, ($294,197) loss on equity method investment related to our portion of losses incurred at our 50% owned Joint Corporation in Argentina, and ($3,899,737) pertaining to interest expense amortization of debt discount related to our convertible debentures and warrants issued in December 2014. $2,680,947 pertaining to the estimated non-GAAP effective tax rate adjusts the tax effect to quantify the excluded tax consequences of the excluded non-GAAP items.

S&W SEED COMPANY 43

Summary of Adjust Financials

Please see “summary of Non-GAAP Adjustments” for detailed descriptions of adjustments

Fiscal Years Ended

In Millions, except per share June 30, 2011 June 30, 2012 June 30, 2013 June 30, 2014 June 30, 2015 June 30, 2016

Revenue $3.64 $14.15 $37.34 $51.5 $81.2 $96.0

Adjusted Gross Profit $1.36 $3.91 $5.93 $9.97 $16.87 $18.65

Adjusted Gross Profit Margin 37.4% 27.6% 15.9% 19.3% 20.8% 19.4%

Adjusted EBITDA ($1.1) $1.1 $1.2 $3.2 $7.5 $6.9

Adjusted EBITDA Margin (31.3%) 7.8% 3.2% 6.2% 9.3% 7.2%

Adjusted Net Income ($0.81) $0.38 ($0.68) $0.37 $1.55 $0.43

Adjusted Net Margin (22.3%) 2.6% (1.8%) 0.7% 1.9% 0.5%

Adjusted Diluted EPS ($0.14) $0.06 ($0.08) $0.03 $0.12 $0.03

S&W SEED COMPANY 44

Non-GAAP Adjusted EBITDA

Fiscal Years Ended: June 30,

2009 2010 2011 2012 2013 2014 2015 2016

Net Income $420.8 $478.9 ($811.4) $374.8 ($2,516) $373.1 ($3,163.1) $365.2

Non-recurring cost of revenue charges 0 0 0 0 2,333.1 0 265.9 259.6

Non-recurring acquisition related expenses 0 0 0 0 486.2 0 1,290.9 267.4

Depreciation and amortization 187.1 216.0 242.4 272.9 694.6 1,265.7 2,179.6 3,185.1

Impairment Charges 0 0 0 0 0 0 500.2 0

Non-cash stock based compensation 0 0 122.2 187.0 1,053.9 872.7 896.9 1,190.1

Foreign currency loss 0 0 0 0 263.9 (51.6) 159.8 (226.5)

Change in derivative warrant liabilities 0 0 0 0 0 0 1,396.0 (1,903.9)

Change in contingent consideration liabilities 0 0 0 0 0 0 74.0 55.1

Gain on sale of marketable securities 0 0 0 0 0 0 0 (123.0)

Loss on equity method Investment 0 0 0 0 0 0 0 294.2

Interest expense – amortization of debt discount

0 0 0 0 0 52.6 2,934.2 3,899.7

Interest expense – convertible debt and other 77.6 101.9 (7.0) 20.9 226.9 600.7 1,831.1 2,086.0

Income tax expense (benefit) 0.0 (184.5) (685.6) 199.3 (1,343.1) 87.1 (846.0) (2,403.4)

Adjusted EBITDA $685.5 $612.3 ($1,139.4) $1,055.0 $1,199.5 $3,200.4 $7,519.4 $6,945.6

Please see “summary of Non-GAAP Adjustments” for detailed descriptions of adjustments

S&W SEED COMPANY 45

FY 2013 Non-GAAP Adjustments

2012 2012

NON-GAAP NON-GAAP

GAAP Adjustments Adjusted GAAP Adjustments Adjusted

Revenue $ 12,723,905 $ 12,723,905 $ 754,721 $ 37,338,258 $ 37,338,258 $ 14,147,617

Cost of revenue 10,323,048 (192,914) 10,130,134 923,647 33,743,221 (2,333,123) 31,410,098 10,239,914

Gross profit 2,400,857 192,914 2,593,771 (168,926) 3,595,037 2,333,123 5,928,160 3,907,703

18.9% 20.4% -22.4% 9.6% 15.9% 27.6%

Operating expenses

Selling, general and administrative expenses 2,666,835 (300,881) 2,365,954 669,969 5,762,838 (486,166) 5,276,672 2,772,711

Research and development expenses 230,570 - 230,570 43,625 505,872 505,872 242,523

Depreciation and amortization 320,023 - 320,023 71,469 694,595 694,595 272,855

Total operating expenses 3,217,428 (300,881) 2,916,547 785,063 6,963,305 (486,166) 6,477,139 3,288,089

Income (loss) from operations (816,571) 493,795 (322,776) (953,989) (3,368,268) 2,819,289 (548,979) 619,614

Other expense

Loss on disposal of fixed assets - - - - - - - 24,532

Foreign currency loss 263,973 - 263,973 - 263,973 - 263,973 -

Interest expense, net 196,008 - 196,008 8,152 226,909 - 226,909 20,937

Income (loss) before income tax expense (benefit) (1,276,552) (782,757) (962,141) (3,859,150) (1,039,861) 574,145

Income tax expense (benefit) (397,534) 153,774 (243,760) (350,506) (1,343,123) 981,214 (361,909) 199,310

Net income (loss) $ (879,018) 340,021 $ (538,997) $ (611,635) $ (2,516,027) 1,838,075 $ (677,952) $ 374,835

Net income (loss) per common share:

Basic $ (0.08) $ (0.05) $ (0.10) $ (0.29) $ (0.08) $ 0.06

Diluted $ (0.08) $ (0.05) $ (0.10) $ (0.29) $ (0.08) $ 0.06

Weighted average number of common shares outstanding:

Basic 11,405,120 11,405,120 6,222,222 8,770,975 8,770,975 5,904,110

Diluted 11,405,120 11,405,120 6,330,390 8,770,975 8,770,975 5,906,899

S&W SEED COMPANY

(A NEVADA CORPORATION)

CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended Year Ended

June 30, June 30,

2013 2013

S&W SEED COMPANY 46


S&W SEED COMPANY


(unaudited)

Three Months Ended Years Ended

June 30, June 30,

2015 2014 2015 2014

NON-GAAP Non-GAAP

GAAP Adjustments Adjusted GAAP GAAP Adjustments Adjusted GAAP

Revenue $ 28,723,104 - $ 28,723,104 $ 19,564,134 $ 81,208,903 - $ 81,208,903 $ 51,533,643

Cost of revenue 22,514,457 - 22,514,457 15,925,669 64,607,502 (265,890) 64,341,612 41,561,736

Gross profit 6,208,647 - 6,208,647 3,638,465 16,601,401 (265,890) 16,867,291 9,971,907

Operating expenses

Selling, general and administrative expenses 2,579,901 (34,756) 2,545,145 2,026,624 9,620,807 (1,290,926) 8,329,881 6,815,576

Research and development expenses 838,008 - 838,008 194,633 1,890,234 - 1,890,234 840,578

Depreciation and amortization 968,962 - 968,962 318,570 2,179,638 - 2,179,638 1,265,739

Impairment charges - - - - 500,198 (500,198) - -

Disposal of property, plant and equipment loss (gain) - - - (5,024) 24,646 - 24,646 (11,921)

Total operating expenses 4,386,871 (34,756) 4,352,115 2,534,803 14,215,523 (1,791,124) 12,424,399 8,909,972

Income from operations 1,821,776 (34,756) 1,856,532 1,103,662 2,385,878 (2,057,014) 4,442,892 1,061,935

Other expense

Foreign currency loss (gain) 43,371 - 43,371 (10,157) 159,763 - 159,763 (51,571)

Change in derivative warrant liabilities 314,000 (314,000) - - 1,396,000 (1,396,000) - -

Change in contingent consideration liabilities 74,000 (74,000) - - 74,000 (74,000) - -

Interest expense - amortization of debt discount 887,549 (887,549) - 12,965 2,934,164 (2,934,164) - 52,550

Interest expense - convertible debt and other 693,849 - 693,849 210,947 1,831,057 - 1,831,057 600,740

(Loss) income before income taxes (190,993) 1,310,305 1,119,312 889,907 (4,009,106) 6,461,178 2,452,072 460,216

(Benefit) provision for income taxes 79,073 426,124 505,197 269,552 (845,979) 1,748,341 902,362 87,116

Net (loss) income $ (270,066) 884,181 $ 614,115 $ 620,355 (3,163,127) 4,712,837 $ 1,549,710 $ 373,100

Net (loss) income per common share:

Basic $ (0.02) $ 0.05 $ 0.05 $ (0.25) $ 0.12 $ 0.03

Diluted $ (0.02) $ 0.05 $ 0.05 $ (0.25) $ 0.12 $ 0.03


Basic 13,443,331 13,443,331 11,606,103 12,785,450 12,785,450 11,572,406

Diluted 13,443,331 13,443,331 11,740,919 12,785,450 12,785,450 11,733,621

S&W SEED COMPANY 47


NON-GAAP NON-GAAP NON-GAAP NON-GAAP

GAAP Adjustments Adjusted GAAP Adjustments Adjusted

Revenue $ 96,044,254 - $ 96,044,254 $ 81,208,903 - $ 81,208,903

Cost of revenue 77,653,646 (259,566) 77,394,080 64,607,502 (265,890) 64,341,612

Gross profit 18,390,608 259,566 18,650,174 16,601,401 265,890 16,867,291

Operating expenses

Selling, general and administrative expenses 10,397,863 (267,353) 10,130,510 9,620,807 (1,290,926) 8,329,881

Research and development expenses 2,764,358 - 2,764,358 1,890,234 - 1,890,234

Depreciation and amortization 3,185,126 - 3,185,126 2,179,638 - 2,179,638

Disposal of property, plant and equipment loss (gain) (153) - (153) 24,646 - 24,646

Impairment Charges - - - 500,198 (500,198) -

Total operating expenses 16,347,194 (267,353) 16,079,841 14,215,523 (1,791,124) 12,424,399

Income from operations 2,043,414 526,919 2,570,333 2,385,878 2,057,014 4,442,892

Other expense

Foreign currency (gain) loss (226,529) - (226,529) 159,763 - 159,763

Change in derivative warrant liabilities (1,903,900) 1,903,900 - 1,396,000 (1,396,000) -

Change in contingent consideration obligation 55,092 (55,092) - 74,000 (74,000) -

Loss on equity method investment 294,197 (294,197) - - - -

Gain on sale of marketable securities (123,038) 123,038 - - - -

Interest expense - amortization of debt discount 3,899,739 (3,899,739) - 2,934,164 (2,934,164) -

Interest expense - convertible debt and other 2,086,005 - 2,086,005 1,831,057 - 1,831,057

Income (loss) before income taxes (2,038,152) 2,749,009 710,857 (4,009,106) 6,461,178 2,452,072

Provision (benefit) for income taxes (2,403,379) 2,680,947 277,568 (845,979) 1,748,341 902,362

Net income (loss) $ 365,227 68,062 $ 433,289 $ (3,163,127) 4,712,837 $ 1,549,710

Net income (loss) per common share:

Basic $ 0.02 $ 0.03 $ (0.25) $ 0.12

Diluted $ 0.02 $ 0.03 $ (0.25) $ 0.12


Basic 14,936,311 14,936,311 12,785,450 12,785,450

Diluted 14,936,311 14,936,311 12,785,450 12,785,450

June 30, June 30,

Year Ended Year Ended

S&W SEED COMPANY


(unaudited)

2016 2015

S&W SEED COMPANY 48

YTD 2017 Non-GAAP Adjustments

S&W SEED COMPANY 49

YTD 2017 Adjusted EBITDA

NASDAQ: SANW · 6/26/2017 · Alfalfa Sorghum Sunflower Stevia S&W Seed Company (NASDAQ: SANW) S&W’s vision is to be the world’s preferred proprietary seed company which supplies

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