SEC Comment Letter for S&W Seed Co (SANW) (CIK 0001477246) — Feb 20, 2020
S&W Seed Co (SANW) (CIK 0001477246)
Date: Feb. 20, 2020 · CIK: 0001477246 · Accession: 0000000000-20-001565
AI Filing Summary & Sentiment
File numbers found in text: 001-34719
Letter
February 20, 2020 Matthew K. Szot Chief Financial Officer S&W Seed Company 2101 Ken Pratt Blvd., Suite 201 Longmont, Colorado 80501 Re:S&W Seed Company Form 10-K for the Fiscal Year Ended June 30, 2019 Filed September 18, 2019 Form 8-K Filed on February 12, 2020 File No. 001-34719 Dear Mr. Szot: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for the Fiscal Year Ended June 30, 2019 Notes to Consolidated Financial Statements Note 4 - Revenue Recognition, page 61 1.We note on page 60 that you received a payment of $45 million in May 2019 from Pioneer/Corteva of which $34.2 million was recognized as licensing revenue. Please explain to us your basis for recognizing the entire amount in fiscal 2019. Refer to ASC 606-10-55-57 through 55-58 2.In future filings, please provide the disclosures required by ASC 606-10-50-8 with respect to contract balances, including opening and closing balances and the related revenue recognized in the reporting period.
FirstName LastNameMatthew K. Szot Comapany NameS&W Seed Company February 20, 2020 Page 2 FirstName LastName Matthew K. Szot S&W Seed Company February 20, 2020 Page 2 Form 8-K Filed on February 12,2020 Exhibit 99.1, page 7 3.We note you present full income statements of non-GAAP measures in tables A1 and A2. Please tell us how you considered the guidance in Question 102.10 of the updated Compliance and Disclosure Interpretation on Non-GAAP financial measures.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Christie Wong at (202) 551-3684 or Brian Cascio, Accountant Branch Chief, at (202) 551-3676 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences
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February 20, 2020
Matthew K. Szot
Chief Financial Officer
S&W Seed Company
2101 Ken Pratt Blvd., Suite 201
Longmont, Colorado 80501
Re:S&W Seed Company
Form 10-K for the Fiscal Year Ended June 30, 2019
Filed September 18, 2019
Form 8-K Filed on February 12, 2020
File No. 001-34719
Dear Mr. Szot:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments. In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended June 30, 2019
Notes to Consolidated Financial Statements
Note 4 - Revenue Recognition, page 61
1.We note on page 60 that you received a payment of $45 million in May 2019 from
Pioneer/Corteva of which $34.2 million was recognized as licensing revenue. Please
explain to us your basis for recognizing the entire amount in fiscal 2019. Refer to ASC
606-10-55-57 through 55-58
2.In future filings, please provide the disclosures required by ASC 606-10-50-8 with respect
to contract balances, including opening and closing balances and the related revenue
recognized in the reporting period.
FirstName LastNameMatthew K. Szot
Comapany NameS&W Seed Company
February 20, 2020 Page 2
FirstName LastName
Matthew K. Szot
S&W Seed Company
February 20, 2020
Page 2
Form 8-K Filed on February 12,2020
Exhibit 99.1, page 7
3.We note you present full income statements of non-GAAP measures in tables A1 and A2.
Please tell us how you considered the guidance in Question 102.10 of the updated
Compliance and Disclosure Interpretation on Non-GAAP financial measures.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Christie Wong at (202) 551-3684 or Brian Cascio, Accountant Branch
Chief, at (202) 551-3676 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences