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I Used This Weird Mattress Pad to Fix My Sleep Schedule. Here's HowIsrael has agreed to a ceasefire with Hezbollah in Lebanon that will take effect at 4 a.m. Wednesday. Moments after U.S. President Joe Biden announced the ceasefire deal , which Israel's Cabinet approved late Tuesday, an Israeli airstrike slammed into the Lebanese capital. Residents of Beirut and its southern suburbs have endured the most intense day of Israeli strikes since the war began nearly 14 months ago, as Israel signaled it aims to keep pummeling Hezbollah before the ceasefire is set to take hold. At least 24 people have killed by Israeli strikes across Lebanon on Tuesday, according to local authorities. Hezbollah also fired rockets into Israel on Tuesday, triggering air raid sirens across the country’s north. An Israel-Hezbollah ceasefire would mark the first major step toward ending the regionwide unrest triggered by Hamas’ attack on Israel on Oct. 7, 2023. But it does not address the devastating war in Gaza. Hezbollah began attacking Israel a day after Hamas’ attack. The fighting in Lebanon escalated into all-out war in September with massive Israeli airstrikes across the country and an Israeli ground invasion of the south. In Gaza, more than 44,000 people have been killed and more than 104,000 wounded in the nearly 14-month war between Israel and Hamas, according to Gaza’s Health Ministry. Here's the Latest: WASHINGTON — President-elect Donald Trump’s senior national security team was briefed by the Biden administration as negotiations unfolded, according to the senior U.S. official. The official, who spoke to reporters on the condition of anonymity in a White House-organized call, added that the incoming Trump administration officials were not directly involved in the talks, but that it was important that the incoming administration knew “what we were negotiating and what the commitments were.” The official said “all fire will stop from all parties” at 4 a.m. local time. The next step would be what the official described as a “phased withdrawal” by the Israeli military. As the Israelis pull back, Lebanese national forces will occupy the territories. The process is slated to finish within 60 days. Lebanese forces is supposed to patrol the area and remove Hezbollah weaponry and infrastructure there. “Hezbollah is incredibly weak at this moment, both militarily and politically,” the official said. “And this is the opportunity for Lebanon to re-establish its sovereignty over its territory.” The official said the ceasefire agreement will strengthen what’s known as the “tripartite mechanism” by including the United States and France. The goal is to address violations of the ceasefire without a return to hostilities. UNITED NATIONS – The top U.N. envoy for Lebanon welcomed the ceasefire announcement and urged Israel and Hezbollah militants to take concrete actions to fully implement the 2006 agreement that ended their last war. U.N. Special Coordinator Jeanine Hennis-Plasschaert said the agreement “marks the starting point of a critical process” that must see both sides fully implement U.N. Security Council resolution 1701. It called for the deployment of Lebanese armed forces in the south bordering Israel and the disarmament of all armed groups including Hezbollah – neither of which has happened in the past 17 years. “Nothing less than the full and unwavering commitment of both parties is required,” Hennis-Plasschaert said. “Neither side can afford another period of disingenuous implementation under the guise of ostensible calm.” She commended the parties for “seizing the opportunity to close this devastating chapter,” stressing that “Now is the time to deliver, through concrete actions, to consolidate today’s achievement.” UNITED NATIONS — Palestinian President Mahmoud Abbas is calling for urgent international intervention to stop what he described as “an ongoing genocidal war” in Gaza. Abbas heads the Palestinian Authority which has limited self-rule in the Israeli-occupied West Bank, but not Gaza, which has been controlled by Hamas. The U.S. and others want a reinvigorated Palestinian Authority to run Gaza when the war ends. In a speech on the International Day of Solidarity with the Palestinian People, Abbas accused Israel of repeating what happened to the Palestinians in 1948 and 1967 – displacing them and seizing their land and resources. Abbas demanded to know how long the world will remain silent and refuse to compel Israel to abide by international law. The speech to U.N. member nations was read by Palestinian U.N. ambassador Riyad Mansour. “The only way to halt the halt the dangerous escalation we are witnessing in the region, and maintain regional and international stability, security and peace, is to resolve the question of Palestine,” Abbas' speech said. This must be done in accordance with U.N. Security Council resolutions which call for a two-state solution, he said. BEIRUT -- Lebanon’s Prime Minister Najib Mikati welcomed the U.S.-brokered ceasefire proposal between Israel and Hezbollah, describing it as a crucial step toward stability, the return of displaced people to their homes and regional calm. Mikati made these comments in a statement issued just after U.S. President Joe announced the truce deal. Mikati said he discussed the ceasefire agreement with Biden by phone earlier Tuesday. The prime minister reaffirmed Lebanon’s commitment to implementing U.N. resolution 1701, strengthening the Lebanese army’s presence in the south, and cooperating with the U.N. peacekeeping force. He also called on Israel to fully comply with the ceasefire and withdraw from southern Lebanon in accordance the U.N. resolution. JERUSALEM — Prime Minister Benjamin Netanyahu’s security Cabinet has approved a ceasefire deal with Hezbollah, clearing the way for the truce to take effect. Netanyahu’s office said the plan was approved by a 10-1 margin. The late-night vote came shortly before President Joe Biden was expected to announced details of the deal in Washington. Earlier, Netanyahu defended the ceasefire, saying Israel has inflicted heavy damage on Hezbollah and could now focus its efforts on Hamas militants in Gaza and his top security concern, Iran. Netanyahu vowed to strike Hezbollah hard if it violates the expected deal. WASHINGTON — Rep. Mike Waltz, President-elect Donald Trump’s designate to be national security adviser, credited Trump’s victory with helping bring the parties together toward a ceasefire in Lebanon. “Everyone is coming to the table because of President Trump,” he said in a post on X on Tuesday. “His resounding victory sent a clear message to the rest of the world that chaos won’t be tolerated. I’m glad to see concrete steps towards deescalation in the Middle East.” He added: “But let’s be clear: The Iran Regime is the root cause of the chaos & terror that has been unleashed across the region. We will not tolerate the status quo of their support for terrorism.” BEIRUT — Israeli jets targeted a building in a bustling commercial area of Beirut for the first time since the start of the 13-month war between Hezbollah and Israel. The strike on Hamra is around 400 meters (yards) from the country’s central bank. A separate strike hit the Mar Elias neighborhood in the country’s capital Tuesday. There was no immediate word on casualties from either strike, part of the biggest wave of attacks on the capital since the war started. Residents in central Beirut were seen fleeing after the Israeli army issued evacuation warnings for four targets in the city. Meanwhile, the Israeli army carried out airstrikes on at least 30 targets in Beirut’s southern suburbs Tuesday, including two strikes in the Jnah neighborhood near the Kuwaiti Embassy. Lebanon’s Health Ministry reported that 13 people were injured in the strikes on the southern suburbs. BEIRUT — Hezbollah has said it accepts the ceasefire proposal with Israel, but a senior official with the group said Tuesday that it had not seen the agreement in its final form. “After reviewing the agreement signed by the enemy government, we will see if there is a match between what we stated and what was agreed upon by the Lebanese officials,” Mahmoud Qamati, deputy chair of Hezbollah’s political council, told the Al Jazeera news network. “We want an end to the aggression, of course, but not at the expense of the sovereignty of the state.” of Lebanon, he said. “Any violation of sovereignty is refused.” Among the issues that may remain is an Israeli demand to reserve the right to act should Hezbollah violate its obligations under the emerging deal. The deal seeks to push Hezbollah and Israeli troops out of southern Lebanon. JERUSALEM — Israeli Prime Minister Benjamin Netanyahu said Tuesday that he would recommend his Cabinet adopt a United States-brokered ceasefire agreement with Lebanon’s Hezbollah, as Israeli warplanes struck across Lebanon, killing at least 23 people. The Israeli military also issued a flurry of evacuation warnings — a sign it was aiming to inflict punishment on Hezbollah down to the final moments before any ceasefire takes hold. For the first time in the conflict, Israeli ground troops reached parts of Lebanon’s Litani River, a focal point of the emerging deal. In a televised statement, Netanyahu said he would present the ceasefire to Cabinet ministers later on Tuesday, setting the stage for an end to nearly 14 months of fighting. Netanyahu said the vote was expected later Tuesday. It was not immediately clear when the ceasefire would go into effect, and the exact terms of the deal were not released. The deal does not affect Israel’s war against Hamas in Gaza, which shows no signs of ending. BEIRUT — Lebanon’s state media said Israeli strikes on Tuesday killed at least 10 people in Baalbek province the country’s east. At least three people were killed in the southern city of Tyre when Israel bombed a Palestinian refugee camp, said Mohammed Bikai, a representative of the Fatah group in the area. He said several more people were missing and at least three children were among the wounded. He said the sites struck inside the camp were “completely civilian places” and included a kitchen that was being used to cook food for displaced people. JERUSALEM — Dozens of Israeli protesters took to a major highway in Tel Aviv on Tuesday evening to call for the return of the hostages held by Hamas in Gaza, as the country awaited news of a potential ceasefire in Lebanon between Israel and Hezbollah. Protesters chanted “We are all hostages,” and “Deal now!” waving signs with faces of some of the roughly 100 hostages believed to be still held in Gaza, at least a third of whom are thought to be dead. Most of the other hostages Hamas captured in the Oct. 7, 2023 attack were released during a ceasefire last year. The prospect of a ceasefire deal in Lebanon has raised desperation among the relatives of captives still held in Gaza, who once hoped that the release of hostages from Gaza would be included. Instead of a comprehensive deal, the ceasefire on the table is instead narrowly confined to Lebanon. Dozens of Israelis were also demonstrating against the expected cease-fire, gathering outside Israel’s military headquarters in central Tel Aviv. One of the protesters, Yair Ansbacher, says the deal is merely a return to the failed 2006 U.N. resolution that was meant to uproot Hezbollah from the area. “Of course that didn’t happen,” he says. “This agreement is not worth the paper it is written on.” FIUGGI, Italy — Foreign ministers from the world’s industrialized countries said Tuesday they strongly supported an immediate ceasefire between Israel and Hezbollah and insisted that Israel comply with international law in its ongoing military operations in the region. At the end of their two-day summit, the ministers didn’t refer directly to the International Criminal Court and its recent arrest warrants for Israeli Prime Minister Benjamin Netanyahu and his former defense minister over crimes against humanity . Italy had put the ICC warrants on the official meeting agenda, even though the G7 was split on the issue. The U.S., Israel’s closest ally, isn’t a signatory to the court and has called the warrants “outrageous.” However, the EU’s chief diplomat Josep Borrell said all the other G7 countries were signatories and therefore obliged to respect the warrants. In the end, the final statement adopted by the ministers said Israel, in exercising its right to defend itself, “must fully comply with its obligations under international law in all circumstances, including international humanitarian law.” And it said all G7 members — Canada, France, Germany, Italy, Japan, the United Kingdom and the United States – “reiterate our commitment to international humanitarian law and will comply with our respective obligations.” It stressed that “there can be no equivalence between the terrorist group Hamas and the State of Israel.” The ICC warrants say there's reason to believe Netanyahu used “starvation as a method of warfare” by restricting humanitarian aid and intentionally targeted civilians in Israel’s campaign against Hamas in Gaza — charges Israeli officials deny. BEIRUT — An Israeli strike on Tuesday levelled a residential building in the central Beirut district of Basta — the second time in recent days warplanes have hit the crowded area near the city’s downtown. At least seven people were killed and 37 wounded in Beirut, according to Lebanon’s Health Ministry. It was not immediately clear if anyone in particular was targeted, though Israel says its airstrikes target Hezbollah officials and assets. The Israeli military spokesman issued a flurry of evacuation warnings for many areas, including areas in Beirut that have not been targeted throughout the war, like the capital’s commercial Hamra district, where many people displaced by the war have been staying. The warnings, coupled with fear that Israel was ratcheting up attacks in Lebanon during the final hours before a ceasefire is reached, sparked panic and sent residents fleeing in their cars to safer areas. In areas close to Hamra, families including women and children were seen running away toward the Mediterranean Sea’s beaches carrying their belongings. Traffic was completely gridlocked as people tried to get away, honking their car horns as Israeli drones buzzed loudly overhead. The Israeli military also issued warnings for 20 more buildings in Beirut’s suburbs to evacuate before they too were struck — a sign it was aiming to inflict punishment on Hezbollah in the final moments before any ceasefire takes hold. TEL AVIV, Israel — The independent civilian commission of inquiry into the October 2023 Hamas attack on Israel has found Prime Minister Benjamin Netanyahu directly responsible for the failures leading up to the attack, alongside former defense ministers, the army chief and the heads of the security services. The civil commission presented its findings today after a four-month probe in which it heard some 120 witnesses. It was set up by relatives of victims of the Hamas attack, in response to the absence of any state probe. The commission determined that the Israeli government, its army and security services “failed in their primary mission of protecting the citizens of Israel.” It said Netanyahu was responsible for ignoring “repeated warnings” ahead of Oct. 7, 2023 for what it described as his appeasing approach over the years toward Hamas, and for “undermining all decision-making centers, including the cabinet and the National Security Council, in a way that prevented any serious discussion” on security issues. The commission further determined that the military and defense leaders bear blame for ignoring warnings from within the army, and for reducing the army’s presence along the Gaza border while relying excessively on technological means. On the day of the Hamas attack, the report says, the army’s response was both slow and lacking. The civil commission called for the immediate establishment of a state commission of inquiry into the Oct. 7 attack. Netanyahu has opposed launching a state commission of inquiry, arguing that such an investigation should begin only once the war is over. JERUSALEM -- The Israeli military says its ground troops have reached parts of Lebanon’s Litani River — a focal point of the emerging ceasefire. In a statement Tuesday, the army said it had reached the Wadi Slouqi area in southern Lebanon and clashed with Hezbollah forces. Under a proposed ceasefire, Hezbollah would be required to move its forces north of the Litani, which in some places is some 30 kilometers (20 miles) north of the Israeli border. The military says the clashes with Hezbollah took place on the eastern end of the Litani, just a few kilometers (miles) from the border. It is one of the deepest places Israeli forces have reached in a nearly two-month ground operation. The military says soldiers destroyed rocket launchers and missiles and engaged in “close-quarters combat” with Hezbollah forces. The announcement came hours before Israel’s security Cabinet is expected to approve a ceasefire that would end nearly 14 months of fighting. BEIRUT — Israeli jets Tuesday struck at least six buildings in Beirut’s southern suburbs Tuesday, including one that slammed near the country’s only airport. Large plumes of smoke could be seen around the airport near the Mediterranean coast, which has continued to function despite its location beside the densely populated suburbs where many of Hezbollah’s operations are based. The strikes come hours before Israel’s cabinet was scheduled to meet to discuss a proposal to end the fighting between Israel and Hezbollah. The proposal calls for an initial two-month ceasefire during which Israeli forces would withdraw from Lebanon and Hezbollah would end its armed presence along the southern border south of the Litani River. There were no immediate reports of casualties from Tuesday’s airstrikes. FIUGGI, Italy — EU top diplomat Josep Borrell, whose term ends Dec. 1, said he proposed to the G7 and Arab ministers who joined in talks on Monday that the U.N. Security Council take up a resolution specifically demanding humanitarian assistance reach Palestinians in Gaza, saying deliveries have been completely impeded. “The two-state solution will come later. Everything will come later. But we are talking about weeks or days,” for desperate Palestinians, he said. “Hunger has been used as an arm against people who are completely abandoned.” It was a reference to the main accusation levelled by the International Criminal Court in its arrest warrants against Israeli Prime Minister Benjamin Netanyahu and his former defense minister. Borrell said the signatories to the court, including six of the seven G7 members, are obliged under international law to respect and implement the court’s decisions. Host Italy put the ICC warrants on the G7 agenda at the last minute, but there was no consensus on the wording of how the G7 would respond given the U.S., Israel’s closest ally, has called the warrants “outrageous.” Italy, too, has said it respects the court but expressed concern that the warrants were politically motivated and ill-advised given Netanyahu is necessary for any deal to end the conflicts in Gaza and Lebanon. “Like it or not, the International Criminal Court is a court as powerful as any national court,” Borrell said. “And if the Europeans don’t support International Criminal Court then there would not be any hope for justice,” he said. Borrell, whose term ends Dec. 1, said he proposed to the G7 and Arab ministers who joined in talks on Monday that the U.N. Security Council take up a resolution specifically demanding humanitarian assistance reach Palestinians in Gaza, saying deliveries have been completely impeded. “The two-state solution will come later. Everything will come later. But we are talking about weeks or days,” for desperate Palestinians, he said. “Hunger has been used as an arm against people who are completely abandoned.” It was a reference to the main accusation levelled by the International Criminal Court in its arrest warrants against Israeli Prime Minister Benjamin Netanyahu and his former defense minister. Borrell said the signatories to the court, including six of the seven G7 members, are obliged under international law to respect and implement the court’s decisions. Host Italy put the ICC warrants on the G7 agenda at the last minute, but there was no consensus on the wording of how the G7 would respond given the U.S., Israel’s closest ally, has called the warrants “outrageous.” Italy, too, has said it respects the court but expressed concern that the warrants were politically motivated and ill-advised given Netanyahu is necessary for any deal to end the conflicts in Gaza and Lebanon. “Like it or not, the International Criminal Court is a court as powerful as any national court,” Borrell said. “And if the Europeans don’t support International Criminal Court then there would not be any hope for justice,” he said. (edited)
LONGMONT, Colo. , Nov. 26, 2024 /PRNewswire/ -- S&W Seed Company SANW today announced it has filed its 10-Q for the three months ended September 30, 2024 . S&W previously issued preliminary first quarter fiscal 2025 financial results on November 19, 2024 . The financial results filed in the 10-Q are in line with the preliminary financial results previously released. In addition to the filing of the 10-Q, the Company announced yesterday that it has finalized the voluntary plan of administration, or VA, process for its subsidiary, S&W Seed Company Australia Pty Ltd, or S&W Australia. In the announcement on November 19, 2024 , the Company also introduced new guidance for fiscal 2025, which includes adjusted EBITDA for the remaining three quarters of fiscal 2025 (period from October 1, 2024 to June 30, 2025 ) to be between approximately ($1.9) million and $0.1 million . The Company is maintaining that guidance as a result of the filing of the 10-Q and finalization of the VA process. "As a result of the VA process being completed, on a go forward basis S&W is exclusively focused on its core U.S.-based operations led by our high margin Double Team sorghum solutions as well as our biofuels joint venture with Shell," commented S&W Seed Company's CEO, Mark Herrmann . "As we announced during our preliminary earnings call on November 19, 2024 , we believe we have a robust commercial plan in place to drive continued adoption of Double Team and other high value sorghum trait solutions, including the planned launch of our Prussic Acid Free trait this fiscal year. We are similarly focused on driving efficiencies across our production and operating operations. Our guidance indicates continued strong improvement in gross margins, coupled with a reduction in operating expenses, which is paving the way for us to approach positive adjusted EBITDA performance. In fact, we are expecting the high end of our range to be at adjusted EBITDA breakeven for the rest of fiscal 2025. This would be a significant potential milestone if we can achieve our expectations." Financial Results Total revenue for the first quarter of fiscal 2025 was $8.3 million compared to total revenue for the first quarter of fiscal 2024 of $10.8 million . This decrease was driven by a $1.5 million decrease in non-dormant alfalfa sales in the Middle East and North Africa region driven by the import ban on alfalfa in Saudi Arabia , a $0.8 million decrease in sorghum sales in Mexico related to tightening of credit policies and carryover seed from the prior year in the market, a $0.5 million decrease in Double Team sorghum revenue, a $0.4 million decrease in sorghum sales to South Africa due to limited inventory supply of compatible hybrids, and a $0.3 million decrease in conventional sorghum sales due to an extended sales season in the prior year. This decrease was offset by a $0.5 million increase in non-dormant alfalfa sales in the United States , a $0.3 million increase in non-dormant alfalfa sales in Mexico , and a $0.3 million increase in dormant alfalfa sales in the United States . Gross profit margin for the first quarter of fiscal 2025 was 16.1% compared to gross profit margin for the first quarter of fiscal 2024 of 25.3%. The gross profit percentage decrease was primarily driven by an estimated 6.5 point decrease attributable to the Company's International segment, with an estimated 3.8 point decrease related to lower selling prices in the Middle East North Africa region due lower demand, and an estimated 2.7 point decrease in margin related to South Africa sorghum sales due to the available supply of reduced quality and low cost seed in the prior year. The net gross profit for the Americas segment decreased primarily due to inventory write-offs. GAAP operating expenses for the first quarter of fiscal 2025 were $5.6 million compared to GAAP operating expenses for the first quarter of fiscal 2024 of $5.7 million . This decrease was due to a $0.1 million decrease in selling, general, and administrative expenses. Adjusted operating expenses (see Table A1) for the first quarter of fiscal 2025 were $4.5 million compared to $4.8 million for the first quarter of fiscal 2024. The $0.3 million decrease in adjusted operating expenses for the first quarter of fiscal 2025 was largely attributed to a $0.2 million decrease in selling, general, and administrative expenses after excluding non-recurring transaction costs. Net loss from continuing operations for the first quarter of fiscal 2025 was ($6.2) million , or ($2.73) per basic and diluted share, compared to ($5.0) million , or ($2.22) per basic and diluted share for the first quarter of fiscal 2024. Net loss from discontinued operations for the first quarter of fiscal 2025 was ($10.0) million , or ($4.38) per basic and diluted share, compared to ($0.9) million , or ($0.41) per basic and diluted share, for the first quarter of fiscal 2024. GAAP net loss for the first quarter of fiscal 2025 was ($16.2) million , or ($7.11) per basic and diluted share, compared to ($6.0) million , or ($2.63) per basic and diluted share, for the first quarter of fiscal 2024. Adjusted net loss (see Table A2) for the first quarter of fiscal 2025 was ($4.9) million , or ($2.15) per basic and diluted share, excluding the loss from discontinued operations, interest expense - amortization of debt discount, non-recurring transaction costs, dividends accrued for participating securities and accretion, and equity in loss of equity method investee (Vision Bioenergy), net of tax. Adjusted net loss (see Table A2) for the first quarter of fiscal 2024 was ($3.8) million , or ($1.70) per basic and diluted share, excluding the loss from discontinued operations, interest expense - amortization of debt discount, non-recurring transaction costs, dividends accrued for participating securities and accretion, and equity in loss of equity method investee (Vision Bioenergy), net of tax. Adjusted EBITDA (see Table B) for the first quarter of fiscal 2025 was ($3.1) million compared to adjusted EBITDA for the first quarter of fiscal 2024 of ($1.7) million . S&W Australia As previously reported, S&W Australia adopted a voluntary plan of administration on July 24, 2024 , and on October 11, 2024 , creditors of S&W Australia approved a proposed Deed of Company Arrangement, or DOCA, pursuant to which, among other things, 100% of the shares in S&W Australia would be transferred to Avior Asset Management No. 3 Pty Ltd. The effective date of the DOCA was November 22 , 2024. In order to facilitate the satisfaction of certain conditions to the effectiveness of the DOCA, on November 22, 2024 , S&W entered into a settlement agreement in exchange for a release from the intercompany obligations owed to S&W Australia. S&W will transfer ownership of certain white clover and alfalfa (lucerne) intellectual property, provide the associated inventory, repay insurance proceeds received on behalf of S&W Australia, and provide transitional support to S&W Australia necessary to assist in the changeover of business operations to a standalone entity. S&W also entered into an agreement with National Australia Bank Limited that releases S&W from the AUD $15.0 million guarantee and obtained a release of certain applicable liens from CIBC Bank USA . Fiscal 2025 Guidance S&W expects fiscal 2025 revenue to be within a range of $34.5 to $38.0 million . This includes approximately $4.1 million of international sales in the just completed first quarter of fiscal 2025. Adjusted EBITDA is expected to be in the range of ($5.0) million to ($3.0) million for fiscal 2025. Adjusted EBITDA for the first quarter of fiscal 2025 was ($3.1) million indicating that the Company expects adjusted EBITDA for the remaining three quarters of the fiscal year to be in a range of ($1.9) to $0.1 million . Non-GAAP Financial Measures In addition to financial results reported in accordance with accounting principles generally accepted in the United States of America ("GAAP"), S&W has provided the following non-GAAP financial measures in this release and the accompanying tables: adjusted EBITDA; adjusted operating expenses; as well as adjusted net loss and adjusted net loss per share. S&W uses these non-GAAP financial measures internally to facilitate period-to-period comparisons and analysis of its operating performance and liquidity, and believes they are useful to investors as a supplement to GAAP measures in analyzing, trending and benchmarking the performance and value of its 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 A1, A2, and B accompanying this release. In order to calculate these non-GAAP financial measures, S&W makes targeted adjustments to certain GAAP financial line items found on its condensed consolidated statement of operations, backing out non-recurring or unique items that we believe otherwise distort the underlying results and trends of the ongoing business. S&W has excluded the following items from one or more of its non-GAAP financial measures for the periods presented: Selling, general and administrative expenses; operating expenses. S&W excludes from operating expenses depreciation and amortization and a portion of SG&A expense related to non-recurring transaction costs and, for its adjusted EBITDA calculation, also non-cash stock-based compensation. S&W excludes non-recurring transaction costs from S&W's total operating expenses to provide investors a method to compare its operating results to prior periods and to peer companies, as such amounts can vary significantly based on the frequency of restructuring or acquisition events and the magnitude of restructuring or acquisition expenses. Net loss on discontinued operations : S&W excludes the net loss on discontinued operations, as this is outside of the scope of normal operations and is related to the disposal and operations of S&W Australia, which is no longer applicable. S&W believes it is important to exclude this amount in order to better understand its business performance. Foreign currency loss. The foreign currency loss represents fluctuations from changes in exchange rates that are uncertain or out of S&W's control and cannot be reasonably predicted. S&W believes it is useful to exclude this amount in order to better understand its business performance and allow investors to compare its results with peer companies. Interest expense – amortization of debt discount . Amortization of debt discount and debt issuance costs are primarily related to S&W's working capital lines of credit and term loans. These amounts are non-cash charges and are unrelated to its core performance during any particular period. S&W believes it is useful to exclude these amounts in order to better understand its business performance and allow investors to compare its results with peer companies. Interest expense, net . Interest expense, net primary consists of interest incurred on S&W's working capital credit facilities, the MFP Loan, the AgAmerica loan, and equipment capital leases. S&W believes it is useful to exclude these amounts in order to better understand its business performance and allow investors to compare its results with peer companies. Dividends accrued for participating securities and accretion . Dividends accrued for participating securities and accretion relates to dividends accrued for the Series B convertible preferred stock and the accretion for the discount related to the warrants issued in conjunction with the Series B convertible preferred stock. S&W believes it is useful to exclude these amounts in order to better understand its business performance and allow investors to compare its results with peer companies. Equity in loss of equity method investee (Vision Bioenergy), net of tax . This loss represents S&W's percentage of Vision Bioenergy's loss for the three months ended September 30, 2024 and 2023, as it has significant influence in Vision Bioenergy. S&W believes it is useful to exclude these amounts in order to better understand its business performance and allow investors to compare its results with peer companies. Descriptions of the non-GAAP financial measures included in this release and the accompanying tables are as follows: Adjusted Operating Expenses . S&W defines adjusted operating expenses as GAAP operating expenses adjusted to exclude depreciation and amortization, loss (gain) on disposal of property, plant and equipment, and non-recurring transaction costs. S&W believes that the use of adjusted operating expenses is useful to investors and other users of its financial statements in evaluating its operating performance because it provides a method to compare its operating results to prior periods and to peer companies after making adjustments for depreciation and amortization and amounts that are not expected to recur. Adjusted net loss and loss per share . S&W defines adjusted net loss as net loss attributable to S&W less interest expense – amortization of debt discount, non-recurring transaction costs, dividends accrued for participating securities and accretion, and equity in loss of equity method investee (Vision Bioenergy), net of tax. S&W believes that these non-GAAP financial measures provide useful supplemental information for evaluating its operating performance. Adjusted EBITDA. S&W defines adjusted EBITDA as net loss attributable to S&W adjusted to exclude the loss from discontinued operations, interest expense, net, interest expense – amortization of debt discount, provision for (benefit from) income taxes, depreciation and amortization, non-recurring transaction costs, non-cash stock-based compensation, foreign currency loss, equity in loss of equity method investee (Vision Bioenergy), net of tax, and dividends accrued for participating securities and accretion. S&W believes that the use of adjusted EBITDA is useful to investors and other users of its financial statements in evaluating its operating performance because it provides them with an additional tool to compare business performance across companies and across periods. S&W uses adjusted EBITDA in conjunction with traditional GAAP operating performance measures as part of its overall assessment of its performance, for planning purposes, including the preparation of its annual operating budget, to evaluate the effectiveness of its business strategies and to communicate with its Board concerning its 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. Financial Tables For a complete press release including financial tables, please view online at: https://swseedco.com/investors/press-releases/ . About S&W Seed Company Founded in 1980, S&W is a global multi-crop, middle-market 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 sorghum, 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 also has a commercial presence in pasture and sunflower seeds, and through a partnership, is focused on sustainable biofuel feedstocks primarily within camelina. 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 "ability," "believe," "may," "future," "plan," "intends" "should" or "expects." Forward-looking statements in this release include, but are not limited to: our success in growing and expanding our Double Team operations in the Americas and driving the continued adoption of Double Team Grain Sorghum; our expected timelines for the development and launch of our planned products and the anticipated commercial success of such products; the shift in revenue towards our higher margin products and the expected continued increase in profit margins; and the success of our cost-saving, production optimization and operational initiatives to reduce operating expenses and drive our business towards profitability. 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 risks and uncertainties related to: market adoption of products designed to support the energy transition and customer demand for our partnership's products; the effects of unexpected weather and geopolitical and macroeconomic events, such as global inflation, bank failures, supply chain disruptions, uncertain market conditions, the armed conflict in Sudan , the ongoing military conflict between Russia and Ukraine and related sanctions and the conflict in the Middle East , on our business and operations as well as those of our partnership, and the extent to which they disrupt the local and global economies, as well as our business and the businesses of our partnership, our customers, distributors and suppliers; sufficiency of our partnership's cash and access to capital in order to develop its business; the sufficiency of our cash and access to capital in order to meet our liquidity needs, including our ability to pay our growers as our payment obligations come due; our need to comply with the financial covenants included in our loan agreements, refinance certain of our credit facilities and 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, including Double Team, may not yield their anticipated benefits, including with respect to their impact on revenues and gross margins; changes in the competitive landscape and the introduction of competitive products may negatively impact our results of operations; demand for our Double Team sorghum solution may not be as strong as expected; our business strategic initiatives may not achieve the expected results; previously experienced logistical challenges in shipping and transportation of our products may become amplified, delaying our ability to recognize revenue and decreasing our gross margins; we may be unable to achieve our goals to drive growth, improve gross margins and reduce operating expenses; the inherent uncertainty and significant judgments and assumptions underlying our financial guidance; 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, 2024 and in other filings subsequently made by us 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. Company Contact: Mark Herrmann , Chief Executive Officer S&W Seed Company Phone: (720) 593-3570 www.swseedco.com Investor Contact: Robert Blum Lytham Partners, LLC Phone: (602) 889-9700 sanw@lythampartners.com www.lythampartners.com S & W SEED COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended September 30, 2024 2023 Revenue $ 8,309,476 $ 10,757,347 Cost of revenue 6,973,108 8,032,197 Gross profit 1,336,368 2,725,150 Operating expenses: Selling, general and administrative expenses 4,002,211 4,153,561 Research and development expenses 741,820 778,889 Depreciation and amortization 814,453 806,835 Gain on disposal of property, plant and equipment loss 11,462 (22,091) Total operating expenses 5,569,946 5,717,194 Loss from operations (4,233,578) (2,992,044) Other expense (income): Foreign currency loss 7,926 570 Interest expense - amortization of debt discount 361,138 356,567 Interest expense - convertible debt and other 761,879 948,728 Other expenses (income) 22,686 (37,560) Loss before income taxes (5,387,207) (4,260,349) Provision for (benefit from) income taxes 1,142 (12,292) Loss before equity in net earnings of affiliates (5,388,349) (4,248,057) Equity in loss of equity method investees, net of tax 846,878 776,973 Net loss from continuing operations (6,235,227) (5,025,030) Net loss from discontinued operations (9,994,499) (931,887) Net loss (16,229,726) (5,956,917) Loss attributable to noncontrolling interests — (7,288) Net loss attributable to S&W Seed Company $ (16,229,726) $ (5,949,629) Calculation of net loss per share: Net loss attributable to S&W Seed Company $ (16,229,726) $ (5,949,629) Dividends accrued for participating securities and accretion (127,892) (120,045) Net loss attributable to common shareholders $ (16,357,618) $ (6,069,674) Net loss per share from continuing operations, basic and diluted $ (2.73) $ (2.22) Net loss per share from discontinued operations, basic and diluted $ (4.38) $ (0.41) Net loss attributable to S&W Seed Company per common share, basic and diluted $ (7.11) $ (2.63) Net loss attributable to common shareholders per common share, basic and diluted $ (7.17) $ (2.68) Weighted average number of common shares outstanding, basic and diluted 2,282,780 2,263,643 S & W SEED COMPANY CONSOLIDATED BALANCE SHEETS (UNAUDITED) As of September 30, 2024 As of June 30, 2024 ASSETS CURRENT ASSETS Cash and cash equivalents $ 480,359 $ 286,508 Accounts receivable, net 16,588,371 14,636,722 Receivable from unconsolidated subsidiary 367,349 — Inventories, net 26,549,387 22,628,343 Prepaid expenses and other current assets 2,616,306 3,431,226 Current assets of discontinued operations — 22,391,691 TOTAL CURRENT ASSETS 46,601,772 63,374,490 Property, plant and equipment, net 5,980,625 6,127,198 Intellectual property, net 19,919,389 20,265,618 Other Intangibles, net 3,099,003 3,206,720 Right of use asset - operating leases 890,086 1,113,833 Equity method investments 18,847,331 19,694,209 Other assets 1,272,948 1,364,532 Non-current assets of discontinued operations — 5,578,941 TOTAL ASSETS $ 96,611,154 $ 120,725,541 LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 9,396,043 $ 3,255,928 Payable to unconsolidated subsidiary 16,214,514 - Deferred revenue 2,056,703 832,283 Accrued expenses and other current liabilities 5,814,941 3,770,773 Bank guarantee 5,000,000 - Current portion of working capital lines of credit, net 16,114,500 16,174,537 Current portion of long-term debt, net 284,239 315,304 Current liabilities of discontinued operations — 44,893,499 TOTAL CURRENT LIABILITIES 54,880,940 69,242,324 Long-term debt, net, less current portion 4,652,369 4,721,849 Other non-current liabilities 659,996 800,620 Non-current liabilities of discontinued operations — 929,623 TOTAL LIABILITIES 60,193,305 75,694,416 MEZZANINE EQUITY Preferred stock, $0.001 par value; 3,323 shares authorized; 1,695 issued and outstanding at September 30, 2024 and June 30, 2024 5,896,657 5,768,765 TOTAL MEZZANINE EQUITY 5,896,657 5,768,765 STOCKHOLDERS' EQUITY Common stock, $0.001 par value; 75,000,000 shares authorized; 2,284,096 issued and 2,282,780 outstanding at September 30, 2024; 2,282,574 issued and 2,281,258 outstanding at June 30, 2024 43,398 43,369 Treasury stock, at cost, 1,316 shares at September 30, 2024 and June 30, 2024 (134,196) (134,196) Additional paid-in capital 169,048,535 168,807,072 Accumulated deficit (138,448,097) (122,090,479) Accumulated other comprehensive loss (30,156) (7,405,114) Noncontrolling interests 41,708 41,708 TOTAL STOCKHOLDERS' EQUITY 30,521,192 39,262,360 TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY $ 96,611,154 $ 120,725,541 S & W SEED COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended September 30, 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (16,229,726) $ (5,956,917) Loss from discontinued operations (9,994,499) (931,887) Loss from continuing operations (6,235,227) (5,025,030) Adjustments to reconcile net loss from operating activities to net loss cash used in operating activities: Stock-based compensation 243,908 402,641 Provision for credit losses — 165,342 Inventory write-down 298,127 350,000 Depreciation and amortization 814,453 806,835 Loss (gain) on disposal of property, plant and equipment 11,462 (22,091) Equity in loss of equity method investees, net of tax 846,878 776,973 Foreign currency transactions 7,926 570 Amortization of debt discount 361,138 356,567 Accretion of note receivable — (63,738) Changes in: Accounts receivable (1,947,797) (1,596,260) Receivable from unconsolidated subsidiary 113,383 — Inventories (4,219,171) (455,529) Prepaid expenses and other current assets 814,968 (503,941) Other non-current assets 1,089 35,834 Accounts payable 6,140,115 5,208,316 Payable to unconsolidated subsidiary 250,495 — Deferred revenue 1,224,420 (157,440) Accrued expenses and other current liabilities 2,055,445 1,761,480 Other non-current liabilities 3,050 21,984 Net cash provided by operating activities from continuing operations 784,662 2,062,514 Net cash used in operating activities from discontinuing operations (1,434,917) (1,267,836) Net cash (used in) provided by operating activities (650,255) 794,678 CASH FLOWS FROM INVESTING ACTIVITIES Additions to property, plant and equipment (138,041) (116,346) Proceeds from disposal of property, plant and equipment 25,700 74,657 Net cash used in investing activities from continuing operations (112,341) (41,689) Net cash provided by (used in) investing activities from discontinuing operations 25,079 (105,089) Net cash used in investing activities (87,262) (146,778) CASH FLOWS FROM FINANCING ACTIVITIES Borrowings and repayments on lines of credit, net (344,155) (4,306,362) Borrowings of long-term debt — 9,087 Repayments of long-term debt (81,847) (2,420) Payments of debt issuance costs (50,169) (41,322) Net proceeds from sale of common stock — (153,230) Taxes paid related to net share settlements of stock-based compensation awards (2,416) (15,176) Net cash used in financing activities from continuing operations (478,587) (4,509,423) Net cash provided by financing activities from discontinued operations 1,409,838 1,409,452 Net cash provided by (used in) financing activities 931,251 (3,099,971) EFFECT OF EXCHANGE RATE CHANGES ON CASH 117 40,700 NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS 193,851 (2,411,371) CASH AND CASH EQUIVALENTS, beginning of the period 286,508 3,398,793 CASH AND CASH EQUIVALENTS, end of period $ 480,359 $ 987,422 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for: Interest $ 831,003 $ 1,360,904 Income taxes 25 22,225 TABLE A1 S&W SEED COMPANY ITEMIZED RECONCILIATION BETWEEN OPERATING EXPENSES AND NON-GAAP ADJUSTED OPERATING EXPENSES (UNAUDITED) Three Months Ended September 30, 2024 2023 Operating expenses $ 5,569,946 $ 5,717,194 Less: Depreciation and amortization (814,453) (806,835) Non-recurring transaction costs (238,084) (162,232) Loss (gain) on disposal of property, plant and equipment (11,462) 22,091 Non-GAAP adjusted operating expenses $ 4,505,947 $ 4,770,218 TABLE A2 S&W SEED COMPANY ITEMIZED RECONCILIATION BETWEEN NET LOSS AND NON-GAAP ADJUSTED NET LOSS (UNAUDITED) Three Months Ended September 30, 2024 2023 Net loss attributable to S&W Seed Company $ (16,229,726) $ (5,949,629) Net loss from discontinued operations 9,994,499 931,887 Interest expense - amortization of debt discount 361,138 356,567 Non-recurring transaction costs 238,084 162,232 Dividends accrued for participating securities and accretion (127,892) (120,045) Equity in loss of equity method investee (Vision Bioenergy), net of tax 846,878 776,973 Non-GAAP adjusted net loss $ (4,917,019) $ (3,842,015) Non-GAAP adjusted net loss attributable to S&W Seed Company per common share, basic and diluted $ (2.15) $ (1.70) Weighted average number of common shares outstanding, basic and diluted 2,282,780 2,263,643 TABLE B S&W SEED COMPANY ITEMIZED RECONCILIATION BETWEEN NET LOSS AND NON-GAAP ADJUSTED EBITDA (UNAUDITED) Three Months Ended September 30, 2024 2023 Net loss attributable to S&W Seed Company $ (16,229,726) $ (5,949,629) Net loss from discontinued operations 9,994,499 931,887 Interest expense, net 761,879 948,728 Interest expense - amortization of debt discount 361,138 356,567 Provision for (benefit from) income taxes 1,142 (12,292) Depreciation and amortization 814,453 806,835 Non-recurring transaction costs 238,084 162,232 Non-cash stock-based compensation 243,908 402,641 Foreign currency loss 7,926 570 Equity in loss of equity method investee (Vision Bioenergy), net of tax 846,878 776,973 Dividends accrued for participating securities and accretion (127,892) (120,045) Non-GAAP adjusted EBITDA $ (3,087,711) $ (1,695,533) View original content to download multimedia: https://www.prnewswire.com/news-releases/sw-files-first-quarter-2025-10-q-302316985.html SOURCE S&W Seed Company © 2024 Benzinga.com. Benzinga does not provide investment advice. All rights reserved.Agriculture & Natural Solutions Acquisition Corporation Receives FIRB Approval In Connection with Previously Announced Business Combination
Imphal, November 24: Hours after announcing the resumption of regular classes in all educational institutions, including schools and universities from Monday, the education departments of the Manipur government on Sunday night ordered the closure of all the educational institutions in the five valley districts on Monday and Tuesday, officials said. Director of Education (Schools) L. Nandakumar Singh and Joint Secretary (Higher and Technical Education Department), Daryal Juli Anal in separate orders asked all the district and zonal level officers to take appropriate steps to close all government, private, and government-aided educational institutions including colleges and universities on Monday and Tuesday. Manipur Unrest: Additional Central Force Arrive in Trouble-Torn State After Home Minister Amit Shah’s Decision To Deploy 50 CAPF Units Following Emergency Meet in Delhi. Earlier on Sunday, Singh and Anal in separate orders asked all the district and zonal level officers to take appropriate steps to resume the classes of all government, private, government-aided educational institutions including colleges and universities from Monday. For more than a week, regular classes in all educational institutions, including schools and universities in five valley districts remained closed from November 16 due to escalating violence and mob attacks. The Education Department, in consultation with the Home Department, has decided to close the normal classes in all the educational institutions on November 25 and 26, an official said. Manipur Violence: All Educational Institutions in Imphal Valley To Remain Closed Till November 23 for Safety of Students, Teachers and Staff. He said that considering the safety of the students, teachers and non-teaching staff, all the government and government-aided educational institutions, including state universities were closed till November 23 in five valley districts -- Imphal West, Imphal East, Thoubal, Bishnupur and Kakching. Officials said that with no major incident reported from any of the five districts, curfew was relaxed during the past few days for several hours in the daytime to facilitate the people to purchase essential items and carry out other essential work. Meanwhile, the Manipur Home Department extended the suspension of mobile Internet and data services in seven districts till Monday evening as a precautionary measure. Officials of the Home Department said that though no incident was reported from any of the seven districts, as a precautionary measure, the suspension of mobile Internet and data services has been extended till November 25. The seven districts, comprising both the valley and hills, are Imphal West, Imphal East, Bishnupur, Thoubal, Kakching, Kangpokpi, and Churachandpur. (The above story first appeared on LatestLY on Nov 24, 2024 11:48 PM IST. For more news and updates on politics, world, sports, entertainment and lifestyle, log on to our website latestly.com ).
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