SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly report pursuant to section 13 or15(d) of the Securities
Exchange Act of 1934 For the quarter ended December 31, 1997
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _ _ _ _ _ to _ _ _ _ _
Commission File Number: 000-23531
---------
AGRITOPE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 93-0820945
(State of incorporation) (IRS EmployerIdentification No.)
8505 SW Creekside Place
Beaverton, Oregon 97008-7108
(Address of principal executive offices) (Zip code)
(503) 670-7702
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [ ] No [X]
Number of shares of Common Stock, $.01 par value, outstanding as of
December 31, 1997: 4,034,480
<PAGE>
AGRITOPE, INC.
PART I. FINANCIAL INFORMATION
Page No.
Item 1. Financial Statements --------
Condensed Consolidated Balance Sheets
at December 31, 1997 and September 30, 1997................. 2
Condensed Consolidated Statements of Operations
for the three months ended December 31, 1997 and 1996....... 3
Condensed Consolidated Statements of Changes in Stockholders' Equity
for the three months ended December 31, 1997................ 4
Condensed Consolidated Statements of Cash Flows
for the three months ended December 31, 1997 and 1996...... 5
Notes to Condensed Consolidated Financial Statements............ 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations ...................................... 9
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K............................ 11
1
<PAGE>
<TABLE>
<CAPTION>
AGRITOPE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
12/31/97 9/30/97
(Unaudited)
<S> <C> <C>
Assets
- ------
Current assets
Cash and cash equivalents (Note 2) .................................... $ 8,953,813 $ 4,384
Marketable securities (Note 2) ........................................ - -
Trade accounts receivable, net ........................................ 452,593 617,359
Other receivables ..................................................... - 5,554
Inventories (Note 2) .................................................. 3,183,526 2,081,295
Prepaid expenses ...................................................... 33,368 276,224
------------ ------------
12,623,300 2,984,816
Property and equipment, net ........................................... 2,831,133 2,749,788
Patents and proprietary technology, net ............................... 1,341,113 1,276,692
Investment in affiliated companies (Note 3)............................ 244,088 246,962
Other assets and deposits ............................................. 40,599 26,797
------------ ------------
$ 17,080,233 $ 7,285,055
Liabilities and Stockholders' Equity
- ------------------------------------
Current liabilities
Accounts payable (Note 5).............................................. $ 1,241,993 $ 100,945
Current portion of long-term debt...................................... 4,255 4,255
Current portion of long-term lease liability........................... 347,000 341,304
Salaries, benefits and other accrued liabilities ...................... 1,072,746 879,504
------------ ------------
2,665,994 1,326,008
Long-term debt, less current portion................................... 13,509 14,569
Long-term lease liability, less current portion........................ 347,104 450,805
Minority interest in consolidated subsidiaries (Note 5)................ 603,853 730,947
Commitments and contingencies ......................................... - -
Stockholders' equity (Note 5)
Preferred Stock, $.01 par value- 10,000,000 shares authorized
no shares outstanding (Note 5)........................................ - -
Common Stock, $.01 par value- 30,000,000 shares authorized
4,034,480 and 2,690,776 shares outstanding, respectively.............. 40,345 26,908
Additional paid-in capital ............................................ 55,810,909 45,910,932
Accumulated deficit.................................................... (42,401,481) (41,175,114)
----------- ------------
13,449,773 4,762,726
$ 17,080,233 $ 7,285,055
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
AGRITOPE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
12/31/97 12/31/96
<S> <C> <C>
Revenues
Product sales .................................................................. $ 2,277 $ -
Grants and contracts ........................................................... 14,014 25,796
------------ -------------
16,291 25,796
Costs and expenses
Product costs .................................................................. 8,302 -
Research and development expenses .............................................. 524,942 420,809
Selling, general and administrative expenses.................................... 840,366 752,194
------------ -------------
1,373,610 1,173,003
Loss from operations ........................................................... (1,357,319) (1,147,207)
Other income (expense), net
Interest income ................................................................ 541 -
Interest expense................................................................ (280) (19,684)
Valuation loss (Note 3) ........................................................ - (1,900,000)
Cost of debt conversion (Note 4) ............................................... - (1,216,654)
Other, net ..................................................................... 3,597 (59,174)
------------ ------------
3,858 (3,195,512)
Minority interest in subsidiary net loss ....................................... 127,094 126,866
------------ -------------
Net loss........................................................................ $(1,226,367) $(4,215,853)
Net loss per share (basic and diluted).......................................... $0.45 $1.57
Weighted number of shares outstanding .......................................... 2,719,987 2,690,776
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
AGRITOPE, INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (Unaudited)
Number of Common Additional Accumulated
Shares Stock Paid-in Capital Deficit
<S> <C> <C> <C> <C>
Balances at September 30, 1997 .................. 2,690,776 $26,908 $45,910,932 $(41,175,114)
Common stock issued in
private placement (Note 5)...................... 1,343,704 13,437 9,392,491 -
Equity issuance costs ........................... - - (740,654) -
Cash contribution from Epitope, Inc. ............ - - 1,248,140 -
Net loss for the period.......................... - - - (1,226,367)
------------ ------------- ------------ --------------
Balances at December 31, 1997 ................... 4,034,480 $40,345 $55,810,909 $(42,401,481)
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
AGRITOPE, INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
12/31/97 12/31/96
<S> <C> <C>
Cash flows from operating activities
- ------------------------------------
Net loss .............................................................. $(1,226,367) $(4,215,853)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation and amortization ......................................... 207,876 86,780
Loss on sale of property .............................................. 1,404 -
(Increase) decrease in receivables ................................... 170,320 73,696
Increase in inventories ............................................... (1,102,231) (529,453)
(Increase) decrease in prepaid expenses ............................... 242,856 (28,029)
(Increase) decrease in other assets and deposits ...................... (13,802) 124,614
Increase in accounts payable and accrued liabilities .................. 417,585 596,541
Common stock issued as compensation for services....................... - 7,561
Compensation expense for stock option grants........................... - 10,416
Minority interest in subsidiary operating results...................... (127,094) (58,528)
Valuation loss......................................................... - 1,900,000
Non-cash portion of cost of debt conversion............................ - 1,149,054
Other, net............................................................. - (1,198)
------------ -------------
Net cash used in operating activities............................... (1,429,453) (884,399)
Cash flows from investing activities
- ------------------------------------
Additions to property and equipment ................................... (250,727) (397,353)
Proceeds from sale of property ........................................ 100 -
Expenditures for patents and proprietary technology ................... (104,419) (606,847)
Investment in affiliated companies..................................... 2,874 -
------------ ------------
Net cash used in investing activities............................... (352,172) (1,004,200)
Cash flows from financing activities
- ------------------------------------
Principal payments on long-term debt................................... (1,060) -
Payments on long-term lease liability ................................. (98,005) -
Proceeds from issuance of stock (Note 5)............................... 8,665,274 -
Cash contribution from Epitope, Inc. (Note 5).......................... 1,248,140 1,437,247
Accounts payable to Epitope, Inc. (Note 5)............................. 916,705 -
------------ ------------
Net cash provided by financing activities........................... 10,731,054 1,437,247
Net increase (decrease) in cash and cash equivalents .................. 8,949,429 (451,352)
Cash and cash equivalents at beginning of period ...................... 4,384 476,512
------------ ------------
Cash and cash equivalents at end of period............................. $ 8,953,813 $ 25,160
</TABLE>
5
<PAGE>
AGRITOPE, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 The Company
- ----------------------
Agritope, Inc. (the "Company" or "Agritope") utilizes biotechnology to develop
and market superior new plants and related products. Through its 61 percent
owned subsidiary, Vinifera, Inc. ("Vinifera"), Agritope is also engaged in the
business of propagation, growing, and distribution of grapevine plants. Until
December 30, 1997, Agritope was a wholly owned subsidiary of Epitope, Inc.
("Epitope").
The condensed financial statements included herein are unaudited; however, in
the opinion of management, the interim data include all adjustments, consisting
only of normal recurring adjustments, necessary for a fair presentation of the
financial position and results of operations for the interim periods. These
condensed financial statements should be read in conjunction with the full year
financial statements and notes thereto included in the Company's 1997 Annual
Report to Stockholders. Results of operations for the three-month period ended
December 31, 1997 are not necessarily indicative of the results of operations
expected for the full fiscal year.
Note 2 Summary of Significant Accounting Policies
- -----------------------------------------------------
Basis of Presentation. The accompanying consolidated financial statements of
Agritope include the assets, liabilities, revenues and expenses of Agritope and
its subsidiaries. All significant intercompany transactions and balances have
been eliminated.
The basis of presentation of these financial statements differs from the
previously issued Agritope Group financial statements contained in Epitope's
Form 10-K for the fiscal year 1996 and most recent Form 10-Q filings. In the
previously issued financial statements, cash and cash equivalents and the
related interest income were allocated to Agritope in connection with a
contemplated targeted stock transaction. The targeted stock proposal was
subsequently withdrawn by the Epitope board of directors. With respect to the
spin-off, these items will not be transferred to Agritope and therefore have not
been allocated to Agritope in these financial statements.
Inventories. Inventories consisted principally of growing grapevine plants at
Vinifera. The components of inventory are summarized as follows:
12/31/97 9/30/97
(Unaudited)
Work-in-process.............................. $1,271,429 $1,387,706
Finished goods............................... 1,912,097 693,589
--------- ----------
$3,183,526 $2,081,295
Net Loss Per Share. In February 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 128, Earnings Per Share
("SFAS 128"). This new standard is effective for interim and annual periods
ending after December 15, 1997. SFAS 128 requires the reporting of "basic" and
"diluted" earnings per share ("EPS") instead of "primary" and "fully diluted"
EPS as required under current accounting principles. Basic EPS eliminates the
common stock equivalents considered in calculating primary EPS. Basic EPS under
SFAS 128 does not differ from the Company's previously reported EPS.
6
<PAGE>
AGRITOPE, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(Unaudited)
Note 3 Investment in Affiliated Companies
- -------------------------------------------
Agritope's investment in affiliated companies includes its 9 percent interest in
UAF, Limited Partnership, a fresh flower distribution operation in Tampa,
Florida, and its 19.5 percent interest in Petals USA, Inc. (Petals), an
affiliate of a Canadian fresh flower wholesaler. During the first quarter of
fiscal 1997, Agritope determined that the value of its investment in these
affiliated companies had more than temporarily declined and, accordingly,
recorded a non-cash charge to results of operations of $1.9 million reflecting
the permanent impairment in the value of its investment in these companies. An
additional charge of $358,000 was recorded in the fourth quarter of fiscal 1997
based on information received in October 1997 that the majority owner of Petals
intended to either sell the business or cease operations and liquidate assets.
In November 1997 Petals ceased operations and liquidated assets. All proceeds
from the liquidation were applied to outstanding debts of Petals.
Note 4 Convertible Notes
- --------------------------
In November 1996, Epitope exchanged $3.4 million principal amount of Agritope
convertible notes for 250,367 shares of common stock of Epitope at a reduced
exchange price of $13.50 per share. The exchange price had previously been fixed
at $19.53 per share. Accordingly, Agritope recognized a non-cash charge to
results of operations of $1.2 million in the quarter ended December 31, 1996
representing the conversion expense. Concurrent with the note conversion,
Epitope made a $4.5 million capital contribution to Agritope. On June 30, 1997,
Agritope paid in full the remaining $240,000 principal amount outstanding.
Note 5 Stockholder's Equity
- -----------------------------
Agritope Spin-off. In July 1997, Epitope's board of directors approved a
management proposal to spin off Agritope, subject to obtaining financing for
Agritope and the satisfaction of certain other conditions. On November 25, 1997,
the Agritope Board of Directors declared a stock dividend of 690,776 shares of
Agritope common stock to Epitope, its sole shareholder. On December 30, 1997,
Epitope distributed 2,690,776 shares of Agritope common stock, representing 100%
of the shares then outstanding, to Epitope shareholders on the basis of 1
Agritope share for every 5 shares of Epitope common stock held as of December
26, 1997. Net loss per share has been restated to reflect the stock dividend as
if it had occurred on October 1, 1996. On December 31, 1997, Agritope sold
1,343,704 shares of Agritope common stock in a private placement to certain
investors for an aggregate price of $9.4 million ($7 per share).
Effective December 1, 1997, in anticipation of the spin-off, Agritope assumed
responsibility for funding its future activities. During the quarter ended
December 31, 1997, Epitope contributed cash of $1.2 million to fund operations
prior to December 1 and advanced $917,000 to fund December cash requirements.
The advance was repaid in January 1998. The Company will not receive further
funding from Epitope.
Delaware Reincorporation; Recapitalization. In November 1997, in connection with
the spin-off of Agritope by Epitope, Agritope agreed to merge with Agritope,
Inc., a newly formed Delaware corporation. The purpose of the merger was to
change the Company's domicile from Oregon to Delaware and increase the Company's
authorized capital stock to 30 million shares of common stock, par value $.01
per share, and 10 million shares of preferred stock.
7
<PAGE>
AGRITOPE, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
(Unaudited)
Minority Interest in Subsidiary. In January 1997, a minority shareholder in
Vinifera contributed $100,000 to Vinifera in satisfaction of a stock
subscription agreement. In June 1997, Agritope sold 770,000 shares of common
stock of Vinifera to outside parties for $1.5 million in cash. In accordance
with the terms of the related stock purchase agreements, Agritope contributed
the proceeds of these stock sales to Vinifera's capital. These sales of
previously issued shares of Vinifera common stock reduced the percentage
ownership by Agritope in Vinifera voting stock from 76 percent to 61 percent.
Note 6 Subsequent Event
- ------------------------
Series A Preferred Stock. On January 8, 1998, the Company sold 214,285 shares of
Series A Preferred Stock (Series A. Stock) to a strategic partner, Vilmorin &
Cie, for an aggregate price of $1.5 million ($7 per share). Series A Stock has
preemptive rights and the right to elect a director, but otherwise has rights
substantially equivalent to Agritope common stock and is convertible into
Agritope common stock on a share-for-share basis, subject to adjustment upon the
occurrence of certain events.
8
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion of operations and financial condition should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's 1997 Annual Report to Shareholders and with the
Financial Statements and Notes thereto included in this Form 10-Q. Certain
statements set forth below constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. The
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the actual results, performance or achievements of
the Company or industry results to be materially different from any future
results, performance or achievements expressed or implied by the forward-looking
statements. These factors with respect to the Company include loss or impairment
of sources of capital; dependence on strategic partners; uncertainties relating
to patents and proprietary information; dependence on key personnel;
technological change and competition; uncertainties as to acceptance of
genetically engineered products; and changes in laws or regulations. Given these
uncertainties, readers are cautioned not to place undue reliance on the
forward-looking statements.
Agritope, Inc. (the "Company" or "Agritope") consists of two units: Agritope
Research and Development and Vinifera, Inc. ("Vinifera"). Agritope Research and
Development uses biotechnology in the development of new fruit and vegetable
plant varieties for sale to the fresh produce industry. To date, Agritope has
not completed commercialization of its technology. A portion of the research and
development efforts conducted by Agritope has been performed under various
research grants and contracts. Vinifera is engaged in the grapevine propagation
and distribution business.
In July 1997, the board of directors of Epitope, Inc. ("Epitope"), the Company's
former parent, approved a management proposal to spin off Agritope, subject to
obtaining financing for Agritope and the satisfaction of certain other
conditions. On December 30, 1997, Epitope distributed 2,690,776 shares of
Agritope common stock , representing 100% of the shares then outstanding, to
Epitope shareholders on the basis of one Agritope share for every five shares of
Epitope common stock held as of December 26, 1997. On December 31, 1997 Agritope
sold 1,343,704 shares of Agritope common stock in a private placement to certain
investors for an aggregate price of $9.4 million. On January 8, 1998, subsequent
to the end of the quarter, the Company sold 214,285 shares of Series A Preferred
Stock to a strategic partner, Vilmorin & Cie, for an aggregate of $1.5 million.
Agritope and Epitope entered into certain agreements governing the ongoing
relationship between the companies after the spin-off, including a Separation
Agreement, a Tax Allocation Agreement, a Transition Services and Facilities
Agreement and an Employee Benefits Agreement. Pursuant to the Employee Benefits
Agreement, Agritope has established replacement plans that effectively continue
to provide benefits available under current Epitope benefit plans. As a
consequence of the spin-off Epitope does not have any ownership interest in
Agritope and no longer provides funding for Agritope's activities.
Results of Operations
- ---------------------
Revenues. Total revenues decreased to $16,000 in the three months ended December
31, 1997 from $26,000 for the three months ended December 31, 1996, principally
due to reduced revenues from grants and contracts. Vinifera made product sales
totaling $2,000 for the three months ended December 31, 1997. Such sales are
highly seasonal and generally occur in the spring and summer planting seasons.
Vinifera commenced commercial stage operations in 1996 and continued its
marketing efforts and expansion of its production capacity and customer base
during 1997. As of December 31, 1997, Vinifera had firm orders totaling $2.4
million for delivery in the spring and summer of 1998 as compared to firm orders
of $821,000 as of December 31, 1996.
In the remaining months of fiscal 1998, the Company expects to complete work
under a research grant totaling $55,000. In October 1997, the Company commenced
work under a three-year grant totaling $1.0 million from the U.S. Department of
Commerce, of which approximately one-third of the work will be completed in the
remainder of fiscal 1998. In addition, one of the Company's strategic partners,
Vilmorin & Cie, has committed to fund at least $1 million of research projects
over the next three years.
9
<PAGE>
Research and development expenses. Research and development expenses increased
by $104,000 or 25 percent in the three months ended December 31, 1997 as
compared to the three months ended December 31, 1996. The higher research and
development costs in the current quarter reflect increased efforts to develop
and propagate crops containing Agritope's patented ethylene control technology
and stepped-up research efforts to explore the potential of certain genes
obtained from the Salk Institute.
Selling, general and administrative expenses. Selling, general and
administrative expenses increased by $88,000 or 12 percent in the three months
ended December 31, 1997, as compared to the three months ended December 31,
1996. The increase is primarily attributable to fees and expenses incurred in
connection with preparation for the Company's commencement of operations as an
independent public company.
Other income (expense), net. Other income (expense), net was affected by two
significant non-recurring charges totaling $3.1 million in the first quarter of
fiscal 1997. Agritope recorded a non-cash charge to results of operations of
$1.9 million, reflecting the permanent impairment in the value of its investment
in affiliated companies (UAF and Petals). Additionally, conversion of $3.4
million principal amount of Agritope convertible notes into Epitope common stock
at a reduced price resulted in a non-cash charge to results of operations of
$1.2 million.
Net loss. Principally as a result of the $3.1 million of non-recurring charges
in the quarter ended December 31, 1996, Agritope's net loss decreased to $1.2
million or $.45 per share from a net loss of $4.2 million or $1.57 per share in
the quarter ended December 31, 1996. Excluding non-recurring charges, the
Company's operating loss in the more recent period increased $127,000 as a
result of increased research and development and selling, general and
administrative costs referred to above.
Liquidity and Capital Resources
12/31/97 9/30/97
Cash and cash equivalents..................... $8,953,813 $4,384
Working capital .............................. 9,957,306 1,658,808
At December 31, 1997, Agritope had working capital of $9.96 million, as compared
to working capital of $1.66 million at September 30, 1997. The increase in
working capital was principally attributable to sale of 1,343,704 shares of
common stock to certain foreign investors at a price of $7 per share for an
aggregate sales price of $9.4 million. Working capital also increased due to a
$1.1 million increase in Vinifera's inventory of growing grapevine plants. The
plants can be maintained in greenhouses or stored outside for several years
during which time they continue to grow. Inventory on hand at December 31, 1997
represents grapevine plants expected to be sold in the spring and summer of
1998.
Expenditures for property and equipment were $ 251,000 during the three months
ended December 31, 1997, largely as a result of $206,000 in expenditures for the
Company's new research and administrative facilities to which the Company plans
to move early in the third quarter of fiscal 1998. During the first quarter of
1997, Agritope made a one-time cash payment of $590,000 to an officer of
Agritope, who is the co-inventor of Agritope's ethylene control technology, in
exchange for all rights to future payments. Agritope has also acquired certain
rights to certain proprietary genes for which it made payments of $75,000 in the
quarter ended December 31, 1997. Such amounts are included in "Patents and
proprietary technology, net." Agritope's investment in affiliated companies,
obtained in connection with the divestiture of its fresh flower packaging and
distribution business, was reduced by a non-cash charge of $1.9 million in the
first quarter of 1997 reflecting the permanent impairment in the value of these
investments.
Historically, Agritope's requirements for operations, working capital and
business expansion have been funded by receipts of cash from Epitope,
supplemented by $5.4 million principal amount of convertible notes, $1.6 million
10
<PAGE>
of investments in Vinifera by minority shareholders, and $1.0 million in funding
from strategic partners and other research grants. On December 1, 1997, in
anticipation of its spin-off from Epitope, Agritope assumed responsibility for
funding its future activities. During the quarter ended December 31, 1997,
Agritope received a capital contribution of $1.2 million from Epitope to fund
cash requirements during the months of October and November and advanced
$917,000 for December cash requirements. The advance was repaid in January 1998.
On December 30, 1997, Epitope distributed 100% of Agritope's outstanding common
stock to shareholders of Epitope. On December 31, 1997, Agritope sold 1.3
million shares of common stock in a private placement transaction at a price of
$7 per share for aggregate proceeds of $9.4 million. In January 1998. Agritope
sold 214,285 shares of Series A Preferred Stock at a price of $7 per share for
aggregate proceeds of $1.5 million and repaid to Epitope $976,000 of advances
for cash requirements after December 1, 1997. See Notes 5 and 6 to Condensed
Consolidated Financial Statements.
Agritope expects to continue to require funds to support its operations and
research activities. It intends to utilize cash reserves, cash generated from
sales of products, and research funding from strategic partners and other
research grants to provide the necessary funds. Agritope may also receive
additional funds from the sale of equity securities. Additional capital may not
be available on acceptable terms, if at all, and the failure to raise such
capital would have a material adverse effect on Agritope's business, financial
condition, and results of operations.
Management presently anticipates that Agritope has sufficient funds on hand to
finance operations as a separate business for at least two years, based on
currently estimated revenues and expenses. Because this estimate is based on a
number of factors, many of which are beyond its control, Agritope cannot be
certain that this estimate will prove to be accurate, and to the extent that
Agritope's operations do not progress as anticipated, additional capital may be
required.
Agritope currently rents a portion of Epitope's office and research and
development facilities. As soon as practicable, Agritope will relocate to
separate leased facilities. Management estimates that the cost to relocate,
including leasehold improvements, will not exceed $1.5 million.
PART II. OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(27) Financial Data Schedule
(b) Reports on Form 8-K
None.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AGRITOPE, INC., a Delaware corporation
February 17, 1998 /s/ Adolph J. Ferro
- ------------------ --------------------------------------------
Date Adolph J. Ferro
Chairman, President, Chief Executive Officer
and Director
(Principal Executive Officer)
February 17, 1998 /s/ Gilbert N. Miller
- ---------------- --------------------------------------------
Date Gilbert N. Miller
Executive Vice President,
Chief Financial Officer and Director
(Principal Financial and Accounting Officer)
12
<PAGE>
EXHIBIT INDEX
Exhibit Description
- ------- -----------
27. Financial Data Schedule
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
condensed consolidated financial statements included herein and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<MULTIPLIER> 1
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> DEC-31-1997
<CASH> 8,953,813
<SECURITIES> 0
<RECEIVABLES> 452,593
<ALLOWANCES> 0
<INVENTORY> 3,183,526
<CURRENT-ASSETS> 12,623,300
<PP&E> 4,142,646
<DEPRECIATION> (1,311,513)
<TOTAL-ASSETS> 17,080,233
<CURRENT-LIABILITIES> 2,665,994
<BONDS> 0
0
0
<COMMON> 55,851,254
<OTHER-SE> (42,401,481)
<TOTAL-LIABILITY-AND-EQUITY> 17,080,233
<SALES> 2,277
<TOTAL-REVENUES> 16,291
<CGS> 8,302
<TOTAL-COSTS> 1,373,610
<OTHER-EXPENSES> (3,858)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 280
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