Robert Blum - Lytham Partners Mark Grewal - President & CEO Matthew Szot - CFO.

Tyler Etten - Piper Jaffray Mike Malouf - Craig-Hallum Gerry Sweeney - ROTH Capital.

Good afternoon and welcome to the S&W Seed Company First Quarter Fiscal Year 2017 Financial Results. All participants will be in a listen-only mode. [Operator Instructions] After today's presentation, there will be an opportunity to ask questions. [Operator Instructions] Please note that this event is being recorded.

I would now like to turn the conference over to Robert Blum of Lytham Partners. Please go ahead..

Thanks, Amy, and thank all of you for joining us to discuss the financial results for S&W Seed Company for the first quarter of fiscal year 2017 ended September 30, 2016. With us on the call representing the company today are Mark Grewal, President and Chief Executive Officer; and Matthew Szot, Chief Financial Officer.

At the conclusion of today's prepared remarks, we will open the call for a question-and-answer session. Before we begin with prepared remarks, we submit for the record the following statement.

Statements made by the management team of S&W Seed Company during the course of this conference call may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended and Section 21E of the Securities Exchange Act of 1934 as amended, and such forward-looking statements are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995.

Forward-looking statements describe future expectations, plans, results or strategies and are generally preceded by words such as may, future, plan or planned, will or should, expected, anticipates, draft, eventually or projected.

Listeners are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events or results to differ materially from those projected in the forward-looking statements including the risk that actual results may differ materially from those projecting the forward-looking statements as a result of various factors and other risks identified in the Company's 10-K for the fiscal year ended June 30, 2016, and other filings made by the company with the Securities and Exchange Commission.

With that said, let me turn the call over to Mark Grewal, Chief Executive Officer for S&W Seed Company.

Mark?.

Thank you Robert and good afternoon to all of you. As most of you know, the first quarter of our fiscal year is typically our lowest sales quarter of the year, but our busiest from a production standpoint. And from a high level, revenues came in consistent with our expectations given the seasonality of our business.

Gross profit margins were down to 15.9% due to the product mix sold during the quarter. The results of our North American harvest were good and provide us the pathway to drive our anticipated organic revenue growth in fiscal 2017 with improved gross margins.

We also have made progress during the quarter and securing additional distributors across the globe to help us increase market share within alfalfa and see a number of opportunities developing to cross-sell our products including our newly acquired sorghum and sunflower operations. And we have advanced key components of our R&D platform.

So overall, we had a strong operational quarter across all key aspects of our business -- setting the stage for what we anticipate will be a solid fiscal 2017.

As first discussed the production in North America, as many of you are aware, the production team did an outstanding job securing a 15% increase in production acres during calendar year 2016, compared to calendar year 2015.

Due to the weak 2015 harvest in both Australia and North America, we were placed in a difficult position of not having enough high quality seed available to meet the needs of our customers last year. It also had an impact on gross margins last year as certain of our production contracts carried yield risk which increased our cost of goods.

I am pleased to report that while the harvest this year were by no means a bumper crop due to the improvement in acreage and slight improvements in global yields, we are expecting more than 20% increase globally or approximately five million pounds of proprietary alfalfa seed that our customers around the globe most desire.

We have talked about this for the last few quarters and I want to remind each of you that this does not mean we will see a 20% plus increase in our revenues during fiscal year 2017. Due to the early Australian harvest, we were able to pull forward about a million pounds in the fiscal 2016. Also, we need to replenish our inventory carry over levels.

Additionally, while we will always source a certain level of seed throughout the year, it is our desire to convert certain customers away from non-proprietary varieties to our proprietary varieties.

In summary, we will continue to maintain our guidance of $100 million in revenue for fiscal year 2017 with year-over-year improvements in gross profit margins. We are certainly better-positioned today than we were a year ago to drive revenue growth.

However, we need to also focus on efficient inventory management to drive improved operational execution and maintain strong long-term customer relations. Overall, I am pleased with the improved position our production team has put us in to maintain and expand market share going forward.

Turning to distribution, strong progress was made on this front as well. We assigned three new dealer agreements for the Central and Pacific Northwest to sell dormant varieties acquired in the DuPont Pioneer transaction.

With this being the first year which we expect to have increased levels of inventory beyond what we sell to Pioneer, our goal of expanding the reach of this proprietary genetics, domestically in areas in which Pioneer typically doesn't sell has been a key component to our long-term growth strategy for the acquired operations.

We are also hiring sales reps for these expanded regions to help drive these sales. We have a new distributor in the Middle East, North Africa for our non-dormant varieties. This customer, which is a joint venture between a U.S.

agronomic company and a local government, is specifically focused on providing high quality alfalfa seed to a large agricultural project in the country. Our team has been working hard to develop these types of agreements to drive overall market share and I am pleased with the results today.

From a research and development perspective, our agreement with Calyxt is going very well. We currently have plans with gene edits that our scheduled to be in the field during the Spring of 2017. Through our partnership, we have initiated regulatory approval process for non-GML status with these newly edited products.

Additionally, we are now evaluating new gene edited trade opportunities including herbicide resistance and yield.

I continue to believe that our development agreements with Calyxt have the opportunity for significant value creation for our customers and shareholders, especially given some of the recent transactions that have taken place in the industry for specific trade attributes within alfalfa.

While progress is being made on all key aspects of our alfalfa operations, we are also seeing advancements in our newly acquired sorghum and sunflower operations as well. We recently planted our largest green sorghum nursery to date with our forage sorghum planting anticipated in the next couple of weeks.

Our sunflower nursery in Hungary is moving forward with expanded plantings. We have licensed two additional sunflower hybrids to our existing licensee in the Ukraine. This brings the total number of products license to this partner to six.

An addition to our royalty-based model, we will also be going vertical in selected markets and will deploy a production model similar to our alfalfa seed operations. This will allow S&W to capture a higher gross profit dollar and allow us to move closer to the end-user.

Overall, the reception we have received from current and potential customers to the high quality genetics, developed by the sorghum and sunflower breeding team have been very encouraging and I believe there are significant opportunities to build this portion of our business going forward.

As I mentioned during the year-end call, as we look to fiscal 2017, the components are in place to drive improvements in all key aspects of the business.

The contract and production acreage from this current calendar year will provide us with a higher quality product that we need to drive organic revenue growth and approved gross margins, while helping to replenish depleted inventory balances. Overall, we are positioned to have a solid fiscal 2017.

With that said, let me turn the call over to Matt Szot for a review of the quarterly results.

Matt?.

$347,000 in Q2 and the remaining $102,000 in Q3. As we previously discussed, these changes are strictly a function of GAAP requirements and our non-cash expenses. Adjusted EBITDA was $971,000 loss, compared to a loss of $605,000 during the first quarter of last year.

We do continue to expect improvements in our EBITDA in FY '17 as we drive anticipated revenue growth coupled with increased gross profit margins. For Q1, our non-GAAP net loss was $1.6 million or $0.09 for basic and diluted share compared to non-GAAP net loss of $1.7 million or $0.12 per basic and diluted share in the first quarter of fiscal '16.

Again, this dispatch of certain non-recurring expenses as well as non-cash gains and losses. On a GAAP basis, our net loss for the first quarter was $3.2 million, or $0.19 per basic and diluted share compared to a GAAP net loss of $1.9 million or $0.14 loss per basic and diluted share in the year-ago period.

From a balance sheet perspective, I think it's important to point out that while we saw significant increases from our contract to production of proprietary seed of approximately 20%, we are going to be using roughly half of the increase to replenish inventory levels and carry over.

The remaining increase in production will be available to meet demand in the current year. I also want to point out that we will likely purchase less non-proprietary seed in the spot market this year. Mark touched on this as it relates to our guidance and how it's tied to our expectation of approximately $100 million in revenue for fiscal '17.

With our commitment to debt reduction, an initiative to expand gross margins, we believe we are well-positioned to deliver improvements in profitability during '17 and beyond. I know we went through a lot of data here, so if you have any questions, please feel free to ask. Let me turn the call back over to Mark..

Thank you, Matt. As diets in developing countries continued to evolve to include higher protein levels, we expect that the demand for alfalfa will continue to expand.

S&W maintains a leadership position and there's global crop with a large and diversified production base with leading edge product offerings which now include alfalfa's sorghum sunflower stevia and potentially other forage crops.

Worldwide distribution into more than 30 countries and R&D collaborations that are looking to bring next generation traits to the marketplace.

While we look to take advantage of this leadership position in alfalfa for years to come, we are also focused on leveraging the infrastructure we have built to expand as a complimentary product offerings including our recent entry into the hybrid sorghum and sunflower seed markets.

With the tremendous team in place to drive growth, efficiencies and innovation, I look forward to a strong fiscal 2017. And as always, we thank you for your support and now let's open the call up for your questions.

Amy?.

Thank you. [Operator Instructions] Our first question is from Tyler Etten of Piper Jaffray..

Good afternoon, guys, and thanks for taking my question. I was wondering if you guys could maybe dig into the gene editing a little bit more.

Obviously it's a hot topic in the space right now and just the time line that you guys are looking at, is that more experimental, or what sort of traits are you looking to get out of the gene editing technology?.

Okay. Tyler, first all, you got a couple of them there, so let me take them in a way I think I can answer them easiest.

The gene editing that we're using up at University of Minnesota, that's a patented process between Cellectis [ph] and the plant-size division Calyxt and the University of Minnesota as talent technology and is basically taking some scissors, snipping out the four to five portion of the DNA complex and then putting it back together.

This is a very rapid breeding capability that's much faster than classical breeding and the way that we hope to place this on the marketplace is that we get USDA non-GML designation. Now let me back up.

Cellectis was able to advance a breeding trait in another crop probably by 50% of the time that would have been required under standard GML operations. So we believe that say, in a three-year time period of research through the greenhouses, that we would have a plant in the field testing for high-end production.

So we already with our agreement will have plants in the greenhouse this Spring and then hopefully as they develop will actually have those plants out in the field for expansion. The first trait that we think we have in place that we hope will be labeled non-GML is low lignin.

It's a very high quality trait, it provides the ability to have more leaf to stem ratio, so it's more palatable and it has higher protein advantages to the cow or an animal unit so that protein development and the weight gain should be quicker.

What else did I miss that you asked?.

No, that's great. The time period, the trait and the research side of it. That's excellent color. Thank you..

I'll go one more thing; just I think I didn't add..

Sure..

On a dollar spend, our partners are spending $1 million plus a year or so on their side of the R&D component. In theory, they might spend $4.5 million, compared to $100 million for a GMO product over the same type of period because of regulatory restrictions and going through all the regulations that are required.

So it's quite an opportunity if it's done properly. .

Right, certainly is an exciting opportunity, maybe shifting gears to the higher mix of proprietary seeds at this quarter, can you to talk about what sort of purchasing patterns you are seeing in the corner that cause that or just any sort of why that happened. .

Tyler, I wouldn't really related to purchasing patterns it's really just -- it's a low volume sales quarter for us and the orders that we ship this quarter happened to be comprised of this lower margin nonproprietary seed, again for the for the remainder of the year were expecting 90% of our sales to consist of higher margin proprietary seed. .

Got it, that's understandable. I guess this is one more for me then I will get back in queue. With the convertible debt almost paid off any sort of plan for cash or cash management strategy would be acquisition more different crops on repurchasing shares just about how you guys are thinking about that..

Well, Tyler so we are happy to have this converts virtually behind us at this point, certainly put into balance in a much stronger position, we are going to be by December of 2017 we are going to be closing on the final charge of our acquisition with the Pioneer [ph] were buying the remaining biotech varieties from them.

That's a purchase price of $7 million. And we also have a promissory note due to Pioneer from the seller notes and do so will be using plan to use traditional bank financing to refinance and fund both of those. And really to take advantage of the balance sheet that we have at hand at this point. .

Got it, okay, thanks I will get back in line..

Thanks..

Next question is from Mike Malouf with Craig-Hallum..

Hey, how are you doing?.

Good, how are you doing?.

I'm doing great. I wondered if you could shed a little light on the on the sorghum and sunflower opportunity as you look over the next few years, obviously you're starting to enter that market, how is the size of that market and what kind of impact will it have on SANW in that period of time you think..

Well, what we have -- what we're currently doing on the foundational plan and then maybe Matthew, can answer some of the market sizes he says is right now 900 million, I see that that market of sorghum might in the world expanding dramatically because of the ability of using that crop on the low water areas and on marginal soils.

So in a global sense of where crops are being planted in populations like Africa. These types of crops that allow protein to be developed and meat conception to increase without adding water like you would need for corn, are going to be very important.

So I see the expansion of dramatic, I'm very bullish on this but I mean this is a personal belief I have, it's economically it fits with everything we're doing and to our distribution, guys can rotate and of the crops they can use less water or they can use poor quality water.

Sorghum will grow where other crops won't, it fits right with their alfalfa where we can grow our salt hollered a top alfalfa varieties and nothing else comes up.

So what else was your other question?.

I am just trying to get a sense of how you can break into the market in a big way..

Well, there's two ways that I tried to describe but the first, is a royalty based or out with distributors that are going to actually take specific varieties and they're going to produce and go out with contract that and then we're going to get a royalty for the seed sales that they make.

The other way, is we do our standard regular methodology this like an prophecy production program and we take it all away control the seed and we sell it and take the whole -- take the whole profit capability.

So depending on the region and market, we'll go one or the other, so they're some markets that are very well developed and though royalty margin that Matt, could maybe explain to you more are really solid and we don't want to interfere in that production process with the distributors.

And other markets where it's not as keen to work through the royalty deal will go all the way in and set up our own distribution and sell the seed. .

Yes, Mike, let me just add to that that there we seeing a significant amount of sales synergies here with sorghum alfalfa; most of our buyers of non-dormant alfalfa have a desire to add sorghum to their product lines.

So, we're having those conversations with them now and certainly we think in the years to come that's going to provide a clear avenue for growth. .

When you think you actually start to see the numbers for you guys. .

I think we will start to seen an uptake in 2018, I mean they'll be of a certain of a very nominal monograph new contribution this fiscal year, Mike, will see a 2018. And by 2019 we should start -- it should really start being a meaningful contributor to that top line as well as our EBITDA and profitability ratios. .

Great. And then, as we look at the proprietary gross margins you kind of pointed out that they're running at about 23% where do you expect that to trend, because I know in the past it's been higher than that, and I'm just trying to get a sense of where are the proprietary gross margins the next year..

The proprietary margins are say in a 19% to 20% range and some of them are 25%. I think it's reasonable to assume that we be generating gross margins of say 22% for the remainder of the year. .

Okay, great. That’s all right, thanks. .

Thank you, Mike. .

[Operator Instruction] The next question from Gerry Sweeney from ROTH Capital..

Hey, how are you doing, and thanks for taking my call. Question on -- to some guidance obviously.

What are the sort of mile post so you can be looking for going forward to maybe get a little bit more aggressive on that side, I mean you did say production was up 20% by your and then further in the call he said about 10% of that will be used for inventory.

So that leads to about 10% maybe on the sales side but also of a moving number that some of that seed was pulled forward, so just trying to get a -- now you down a little bit more on when you would review that guidance. .

You mean for 2017 guidance, as we get closer to the year as you know Gerry, Q4 is our largest sales quarter of the year and there is a significant amount of products going out the door in June and particularly the product that's been harvested in Australia's is rapidly getting cleaned and depending on when that crop is harvested in its early or late will very much depend on if we get more product up in end of June and on.

That's why we really those variable the hand we really don't want it guide beyond $100 million at this point. .

Okay, perfect. I appreciate it, thank you..

Thank you..

The next question is from [indiscernible]..

Mark, could you speculate on the possible effects that the president Trump foreign policy might have on the SANW business. We do have to worry about terrorists or trade war when we think, because it’s kind of in the future but maybe you have some thoughts on that. .

I don't -- okay, I'm going to give you my personal thoughts and not reliable..

No that's good..

Valley agricultural community was very supportive of what happened in this election. We are just looking reduced regulatory restrictions. And the ability to get more water.

This bodes well for us across the globe, it bodes well for Australia bringing product over here for example where you were with me when you came out and toured that area could possibly could another 400,000 acres back in the production if they got the water..

It is a big deal..

It's a very, very big deal.

So, now I can't tell you how the -- community is very excited about what could happen, now let's talk about worldwide economics here, and alfalfa it's going to be bode well because we bring everything back -- everything back in the U.S, U.S based dollars, most of the products coming here for blending and less worse directly shipping a U.S.

based variety proprietary variety or something going to the Middle East or Argentina direct out of Australia, a lot of that component probably 20% to 25% is coming back here, for optimization. So it's going to come back do here anyway, and it already has. I don't think short term you are not going to see anything.

Long term I think if they going to get better for the product lines we have and it's going to give us some advantages from a price perspective in crops if they are truly able to reduce restrictions on the farmer. .

Okay, makes sense, thank you. .

Thank you very much..

Next question is from Jamie Diang at Park [ph]..

Good to hear your voice. Mark, it's been a while.

I just wanted to ask a question of you and Matt, nice progress in the quarter, is a right way to think about this really over the next couple of years, not really interested in next quarter, following quarter but if we really look out to 2018, 2019 there's a right way to think about this issue have proprietary seed is to think that within a couple years we should really to get that gross margin to 25% 26% you can get the production on the alfalfa conservatively from 10% growth a year, is that the right way to think about it.

.

Okay. The hard part of this I mean you're thinking about it the right way to start with, but the thing that we always have to do that it's maybe a little space slower than the market would like to see is we have to go out and get the contracts first from the distributors.

So we're working the same with the end in mind and right now the goal is set to hit a 10 10 10 plan as we move forward which means 10 million pounds coming out of California between the imperial valley seeds and SNW brands 10 million pounds coming out of Australia and 10 million pounds come into the pioneer division, and then getting that component to add a base minimum of 25% margin.

As we retire all of these acquisition one-time costs that Matt's had to take care off, you're going to see more and more of that hitting and you're going to like to progress.

Now long-term, yes, you would hope that you could get more than a 5% growth, but that's contingent upon the varieties our breeders put out that are superior to our competitors and that we're the go-to company in the world with an entire forage portfolio.

So it folds well to a distribution unit, Jamie [ph], if we can provide more than just alfalfa to that company. If we can do sorghum, and we can do TEFF, or some other grass, or whatever they want in addition to that for rotation, they're just going to come to us.

They don't want to deal with three different companies when they go to one and now they're getting a fine quality product that's actually going to deliver more to the grower.

So if we set this right and we continue to shift into Canadian production and Australian production and continue to lower our cogs and monitor our costing, that's going to be a faster ramp up in margin than it is for us to wait for the breeding of our GML or non-GML product lines to add value into the trait development.

So we're working both angles and we're hoping that within a couple of years that you're really seeing that added revenue and margin improvement..

That makes a lot of sense at the distribution side and there are significantly a lot of accretive value that comes from being able to add additional products into that distribution, so that's helpful..

We got two VPs in Europe right now that are working on registration products. We've been dealing with this for three years.

We have to get the approval of the specific varieties that they would like to see expanded in that country, then we go out and get the plan on how many people are going to want to buy it and which distributors are going to carry it, and then how we're going to price it so we get the margins that our investors and shareholders want to see.

We're doing everything right. We've got a tremendous team -- 30 plus, 30, 40 years of experience in this around the globe, but it does take time through government shifts, changes, policies, but we work through that and we feel very bullish for example in the entire Middle East-North Africa.

we feel very bullish at some point in Asia, Pakistan and India -- we're not even in India yet. We just see a lot of opportunities and we're trying to work around what's going to happen in South America and what's going on with the governments there and how we expand that operation also.

We've really got a global group that understands the world culturally and what they want to have in a product line. We just have to perform and execute. If we do, I think you'll be happy with the results..

Well said. I appreciate you being patient with laying the foundation because it seems like there's a heck of a lot of leverage in the model as you put this foundation in place. So, thank you..

Thank you very much. Good to hear from you..

All right. Take care. See you soon..

The next question is from Frank Smith of Funds [ph]..

Mr.

Smith, how are you doing?.

Hey, Mark. How are you doing? Thanks for a lot for taking the call. I've got a question about the corn and wheat pricing. I know it's at six or seven-year lows.

What affect is that having as an alternative seed? Is your pricing being pressured by the fact that they're making these multi-year lows?.

Okay. It depends on the market. So let's go back really briefly and look at a dairy man. Frank, he's got a nutritionist. The nutritionist is putting together a feed ratio that gives him the highest weight gain, milk protein, butter, fat, that he can get on a per unit basis.

If wheat is down, it may add a little more component to wheat and reduce the component of alfalfa.

What I've tried to have our [indiscernible] let everybody know with Robert Blum is that he can provide you with what is the minimum pounds of alfalfa per day per cow? What is that? It can vary from 8 lbs to 12 lbs, so it could go down to 4 lbs, it could go down from 4 lbs to 8 lbs per day, or it could go up depending on price to 12 lbs per day per cow.

Now, if canola is cheap, the corn is cheap, if wheat is cheap, they're going to add that mix ratio a little bit more until it effects the quality of the milk or the end-user product that they want to sell. The dairy nutritionist has a lot of power.

We're actually trying to work with a few distributors, at least domestically right now that have their own dairy nutritionist and sell them on why our varieties increase the protein and weight gain faster and that they should actually increase what we're doing in the way we think it's going to happen.

These things take time, our sales guys are working their butts off and we're trying to get this into the right component. I think that we're on the lowest component part if you look at where we've been especially in egg in general; I think it's only going to go up. Yes, we're at 8.1 lbs, Robert, right now? Yes.

So we can get you that information, say, quarterly where you can look at it yourself, Frank, and put it under your program and decide..

Okay..

But very bullish on where -- read the facts. We're going to have to increase the amount of meat. The third world wants, it's going to increase by 70% by 2050. How are they going to do that? Where are they going to get food? That's the story. It's a protein play..

Right, okay. Okay, that gives me a little idea here. Thanks, I appreciate it..

All right, Frank..

The next question comes from Tyler Etten of Piper Jaffray..

Hey, guys, just one more from me..

Go ahead..

It seems to be a little bit confusing around the inventory levels.

If the North American harvest completes normally, how would you classify your inventory levels looking out for the year? Would it be caught up after the bad 2015 season? Would it be still perhaps some work to do to get caught up or comfortably ahead?.

This is Matt here. I would say that this harvest, based on the preliminary results we're seeing, this is the harvest that we're going to be able to accomplish through replenishment of our inventory and getting our carry over levels back to appropriate levels to fully capture demand throughout the rest of the year.

We're feeling pretty good about where we're at this point and the further growth as we look to contracts replacing for next year, the replenishment has been done so that additional acreage growth beginning future years should translate to more seed available for sale and revenue growth..

Got it. Thank you..

This concludes our question-and-answer session. I would like to turn the conference back over to Mark Grewal for any closing remarks..

Thank you, Amy. Fiscal 2017 should be an exciting year for S&W.

We're leveraging the strengths of the global distribution platform -- a large and diversified production base, leading edge to research and development and a strong and expanding product portfolio to drive growth in alfalfa while leveraging those strengths for additional crop opportunities including sorghum and sunflower.

We expect to report record revenues of $100 million on improved gross profit margins while eliminating our convertible note for fiscal 2017.

I appreciate the hard work from all the employees of S&W to develop our vision to be the world's preferred proprietary seed company that supplies a range of forage grain specially crop products that support the growing global demand for animal proteins and healthier consumer diets. Again, my thanks to everyone for participating on today's call.

We look forward to talking with you again at the conclusion of the current quarter. I'm going to be very excited with Matt announced you guys at the Converts Con. It's quite an accomplishment of what has been done in less than two years. We want to thank everybody that supported us. Thank you very much..

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect..