<PAGE>
United States Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB/A AMENDMENT NO. 1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1996.
[ ] 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 0-19352
-----------------
AGRIBIOTECH, INC.
(Exact name of small business issuer as specified in its charter)
Nevada 85-0325742
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Quail Park West, 2700 Sunset Road, Suite C-25, Las Vegas, Nevada 89120
(Address of principal executive offices)
(702) 798-1969
(Issuer's telephone number)
Indicate by check mark whether the issuer (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act 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 X NO
----- ------.
As of May 10, 1996, the Registrant had 7,729,543 shares of Common Stock,
par value $.001 per share, issued and outstanding.
<PAGE>
EXPLANATORY NOTE
This Amendment No. 1 to Form 10-QSB for the quarter ended March 31, 1996 of
AgriBioTech, Inc., a Nevada corporation (the "Company"), is submitted in order
to provide the Financial Statements and pro forma financial information
regarding the acquisition of Beachley-Hardy Seed Company discussed in Item 5
below which was omitted from the Form 10-QSB originally filed. Therefore, the
Company hereby amends its Form 10-QSB in accordance with Rule 12b-15 under the
Securities Exchange Act of 1934.
2
<PAGE>
ITEM 5. OTHER INFORMATION
(a) Acquisition of Assets of Doug Conlee Seed Co., Inc. ("Conlee").
On April 12, 1996, the Company, through its subsidiary Seed Resource, Inc.,
Completed the acquisition of certain assets of Conlee including inventory,
breeding program germplasm and proprietary varieties and trademarks, pursuant to
an Asset Purchase Agreement, effective as of January 1, 1996, by and among
Conlee, Seed Resource, Inc. and the Company. The aggregate purchase price was
$639,606, plus three annual payments of 20% of the net margin attributable to
the business transferred.
Conlee's business consists of wholesale and retail farm seed sales, in the
United States and Mexico, of a wide range of products including sorghum,
sudangrass, millets, rye, hybrid sorgo sudangrass and sumac. Conlee's operations
are located in the State of Texas.
(b) Acquisition of Assets of Beachley-Hardy Seed ("BH").
On May 2, 1996, the Company, through its subsidiary, Halsey Seed Company,
Inc. ("Halsey"), completed the acquisition of substantially all of the assets of
BH, a division of Research Seeds, Inc. ("RSI"), pursuant to an Asset Purchase
Agreement, effective as of February 1, 1996 (the "Purchase Agreement"), by and
among RSI, Halsey and the Company. The aggregate purchase price, net of assumed
liabilities of $761,359 (the "Purchase Price"), was $4,231,981, as adjusted,
payable in cash in the amount of $3,623,195 and with 162,343 shares of Common
Stock of the Company, valued at $608,786. The cash funds used for the
acquisition were obtained primarily from a private placement of securities as
well as from operations.
BH is engaged in wholesale and retail farm seed sales, primarily in the
Eastern United States, of a wide range of products including hybrid seed corn,
alfalfa, small grains, soybeans, soil erosion material, forage seeds, vegetable
seeds, sorghums, turf seeds and inoculate. BH's operations are headquartered in
the Commonwealth of Pennsylvania.
Financial information regarding the acquisition:
(i) Financial Statements of Business Acquired.
The financial information of the business acquired from BH is being
filed by this amendment and included following Item 6.
(ii) Pro-forma financial information.
The pro-forma financial information required under the instructions of
Current Report Form 8-K is being filed by this amendment and is
included following Item 6.
(c) Credit Line Amendment
Effective May 1, 1996, the Company amended certain terms of its revolving
credit line with Bank of America Nevada ("BOA"). BOA increased the line of
credit to an amount equal to the lesser of (i) $4,500,000 or (ii) a formula
based on the value of inventory and receivables. The line of credit expires
November 30, 1996. Outstanding balances bear interest at 1.5% plus BOA's
"reference rate." An annual loan fee of $10,000 is due, and there is an "unused
commitment" fee of .5% per annum. The loan is secured by all personal property
of the Company and its subsidiaries.
3
<PAGE>
Proceeds for the loan may be used only for working capital purposes, and
the Company must maintain a consolidated tangible net worth of at least
$11,000,000. The Company may not incur additional debt in excess of $1,000,000
in the aggregate without the written consent of BOA, among other restrictions.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
<TABLE>
<C> <S>
1 Purchase Agreement for BH acquisition.*
2 Omitted Schedules and Exhibits to the Purchase Agreement.*
3 Employment Agreement between the Company and Henry A. Ingalls,
dated February 13, 1996.*
23 Independent Auditors' Consent.
27 Financial Data Schedule.*
</TABLE>
(b) One report on Form 8-K was filed during the quarter for which this
Report is filed, reporting an acquisition of assets on February 1, 1996, under
Item 2 thereof.
__________________________
* Previously filed with Form 10-QSB for the quarterly period ended March 31,
1996.
4
<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------
The Board of Directors
Beachley Hardy Seed Company:
We have audited the accompanying balance sheets of Beachley Hardy Seed Company
(A Division of Research Seeds, Inc.) as of December 31, 1995 and 1994, and the
related statements of operations and division equity (deficit) and cash flows
for the years then ended. These financial statements are the responsibility of
Beachley Hardy Seed Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Beachley Hardy Seed Company (A
Division of Research Seeds, Inc.) as of December 31, 1995 and 1994, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
KPMG Peat Marwick LLP
May 24, 1996
5
<PAGE>
BEACHLEY HARDY SEED COMPANY
(A DIVISION OF RESEARCH SEEDS, INC.)
Balance Sheets
December 31, 1995 and 1994
<TABLE>
<CAPTION>
Assets 1995 1994
------ ---- ----
<S> <C> <C>
Current assets:
Cash $ 220,699 4,120
Trade accounts receivable, less allowance for doubtful
receivables of $174,820 in 1995 and $150,000 in 1994 1,061,246 1,958,225
Inventories 3,223,872 2,997,136
Prepaid expenses and other current assets 186,503 303,315
----------- ----------
Total current assets 4,692,320 5,262,796
Notes receivable 119,242 62,221
Property, plant and equipment, at cost, net (note 2) 1,138,786 1,233,517
Intangible assets, net of accumulated amortization of
$272,724 in 1995 and $176,334 in 1994 758,276 854,666
----------- ----------
$ 6,708,624 7,413,200
=========== ==========
Liabilities and Division Equity (Deficit)
-----------------------------------------
Current liabilities:
Accounts payable $ 498,375 792,678
Accrued expenses and other liabilities 287,433 225,726
Intercompany payables 9,864,735 8,979,218
Note payable (note 3) 250,000 250,000
----------- ----------
Total current liabilities 10,900,543 10,247,622
Division equity (deficit) (4,191,919) (2,834,422)
Commitments and subsequent event (notes 4 and 8) ----------- ----------
$ 6,708,624 7,413,200
=========== ==========
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
BEACHLEY HARDY SEED COMPANY
(A DIVISION OF RESEARCH SEEDS, INC.)
Statements of Operations and Division Equity (Deficit)
For the years ended December 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Net sales $ 9,683,578 12,720,864
Cost of sales 7,577,924 8,999,703
----------- ----------
Gross profit 2,105,654 3,721,161
Operating expenses 3,125,492 3,575,732
----------- ----------
Income (loss) from operations (1,019,838) 145,429
----------- ----------
Other income (expense):
Interest expense (429,090) (486,394)
Other 91,431 69,305
----------- ----------
Total other income (expense) (337,659) (417,089)
----------- ----------
Net (loss) (1,357,497) (271,660)
Division equity (deficit) at beginning of period (2,834,422) (2,562,762)
----------- ----------
Division equity (deficit) at end of period $(4,191,919) (2,834,422)
========= =========
</TABLE>
See accompanying notes to financial statements.
7
<PAGE>
BEACHLEY HARDY SEED COMPANY
(A DIVISION OF RESEARCH SEEDS, INC.)
Statements of Cash Flows
For the years ended December 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net (loss) $(1,357,497) (271,660)
Adjustments to reconcile net (loss) to net cash provided
by operating activities:
Depreciation and amortization 333,074 276,560
Gain on sale of equipment (10,146) (9,079)
Changes in assets and liabilities:
Trade accounts receivable 896,979 (461,645)
Notes receivable (57,021) (20,014)
Inventories (226,736) 1,076,900
Prepaid expenses and other current assets 116,812 630,736
Accounts payable (294,303) (631,924)
Intercompany payables 885,517 (639,075)
Accrued expenses 61,707 277,434
----------- ---------
Total adjustments 1,705,883 499,893
----------- ---------
Net cash provided by operating activities 348,386 228,233
----------- ---------
Cash flows from investing activities:
Additions to property, plant and equipment (191,662) (300,257)
Proceeds from sale of equipment 59,855 36,344
----------- ---------
Net cash used in investing activities (131,807) (263,913)
----------- ---------
Net increase (decrease) in cash 216,579 (35,680)
Cash at beginning of period 4,120 39,800
----------- ---------
Cash at end of period $ 220,699 4,120
=========== =========
Noncash financing activities - contingent payment in connection with
acquisition of Beachley Hardy Seed Company (note 3) $ -- 250,000
=========== =========
</TABLE>
See accompanying notes to financial statements.
8
<PAGE>
BEACHLEY HARDY SEED COMPANY
(A DIVISION OF RESEARCH SEEDS, INC.)
Notes to Financial Statements
December 31, 1995 and 1994
(1) Summary of Significant Accounting Policies
------------------------------------------
(a) Business
--------
Beachley Hardy Seed Company (the "Division"), was a division of Research
Seeds, Inc. ("Research Seeds") until January 31, 1996 (note 8).
Research Seeds is a wholly owned subsidiary of Land O' Lakes. The
Division is primarily engaged in distribution of various varieties of
farm seed, including corn, soybeans, alfalfa, forages, and turf
grasses. The Division distributes the majority of its products under
the HYTEST, Beachley Hardy and Royal brand names to the retail seed
market through store dealers.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
(b) Inventories
-----------
Inventories, primarily consisting of seed products and supplies, are
valued at the lower of actual cost or market.
The Division purchased inventory from related companies of approximately
$698,000 and $2,097,000 during 1995 and 1994, respectively.
(c) Depreciation and Amortization
-----------------------------
Depreciation of property, plant and equipment is provided over the
estimated useful lives of the respective assets ranging between 3 to
20 years using the straight line method.
(d) Intangible Assets
-----------------
Intangible assets consist of a covenant not to compete and goodwill.
The intangible assets originated in 1992 in connection with Research
Seed's acquisition of Beachley Hardy Seed Company and HYTEST Seeds,
Inc. The covenant not to compete is amortized over the term of the
agreement (3 years) using the straight line method. Goodwill is
amortized over 15 years using the straight line method.
(Continued)
9
<PAGE>
BEACHLEY HARDY SEED COMPANY
(A Division of Research Seeds, Inc.)
Notes to Financial Statements
(e) Income Taxes
------------
Income taxes are accounted for under Statement of Financial Accounting
Standards No. 109 "Accounting for Income Taxes." Under this method,
deferred income taxes are recognized for the tax consequences of
"temporary differences" between the financial statement carrying
amounts and the tax bases of existing assets and liabilities. The
effect on deferred income taxes of a change in tax rates is recognized
in income in the period that includes the enactment date.
Through January 31, 1996, the Division was included in the consolidated
tax return of Land O' Lakes. Income tax expense or benefit applicable
to the Division has been computed on a stand alone basis.
(f) Revenue Recognition
-------------------
The Division recognizes revenue on sales of its product when the product
is shipped from the warehouse, reduced by a reserve for estimated
returns.
(2) Property, Plant and Equipment
-----------------------------
A summary of property, plant and equipment is as follows:
<TABLE>
<CAPTION>
December 31
-----------
1995 1994
---- ----
<S> <C> <C>
Land and land improvements $ 135,000 145,005
Building 721,846 683,249
Equipment 1,188,376 1,202,242
---------- ---------
2,045,222 2,030,496
Accumulated depreciation 906,436 796,979
---------- ---------
$1,138,786 1,233,517
========== =========
</TABLE>
(Continued)
10
<PAGE>
BEACHLEY HARDY SEED COMPANY
(A DIVISION OF RESEARCH SEEDS, INC.)
Notes to Financial Statements
(3) Note Payable
------------
During 1992, Research Seeds acquired Beachley Hardy Seed Company. In
connection with this acquisition there was a contingent obligation of
$500,000, which would be due in the future dependant upon accomplishment of
certain performance objectives. In 1993, $250,000 of this contingent
obligation became due and was paid, and recorded as goodwill. During 1994,
the Division determined that the remaining contingent obligation of
$250,000 would become payable. This obligation was recorded in 1994 as
additional goodwill and a note payable. At the time of AgriBioTech, Inc.'s
(ABT) purchase of Beachley Hardy (see note 8) the $250,000 note payable was
paid by Research Seeds.
(4) Lease Commitments
-----------------
The Division leases a warehouse facility under a noncancelable operating
lease. Monthly lease payments of $2,680 are required through February
1997. Total lease expense for the years ended December 31, 1995 and 1994
was $51,192 and $76,196, respectively.
(5) Income Taxes
------------
The Division, if treated as a stand alone entity, has incurred losses for
income tax purposes. Utilization of these losses as carryforwards to
offset future taxable income is dependent on the Division having taxable
income. The net operating losses will expire, if unable to be utilized, as
follows:
<TABLE>
<CAPTION>
Year Amount
---- ------
<C> <C>
2008 $ 2,487,000
2009 126,000
2010 1,310,000
======= ===========
</TABLE>
The components of deferred tax assets (liabilities) are as follows:
<TABLE>
<CAPTION>
December 31
-----------
1995 1994
---- ----
<S> <C> <C>
Net operating loss carryforward $ 1,334,000 888,600
Allowance for doubtful receivables 59,000 51,000
Depreciation (27,000) (8,800)
---------- -------
1,366,000 930,800
Less valuation allowance (1,366,000) (930,800)
---------- -------
Net deferred tax assets $ -- --
========== =======
</TABLE>
(Continued)
11
<PAGE>
BEACHLEY HARDY SEED COMPANY
(A DIVISION OF RESEARCH SEEDS, INC.)
Notes to Financial Statements
The tax benefit of the net operating loss carryforward has been fully offset
by a valuation allowance since the Division cannot currently conclude that
it is more likely than not that the benefit will be realized. The net
operating losses cannot be transferred with the Division since the Division
is a division of Research Seeds (note 8).
(6) Benefit Plans
-------------
Division employees can participate in a defined contribution plan offered
through Land O' Lakes. Employees can contribute up to 16 percent of their
salary. The Division matches 50 percent of the employees contribution up
to 6 percent of the employees salary.
In addition, Land O' Lakes has a defined benefit retirement plan which covers
all eligible Division employees not participating in a labor negotiated
plan. Plan benefits are generally based on years of service and employees'
compensation during the last years of employment. Funds are contributed to
trustees as necessary to provide for current service costs and for any
unfunded projected benefit obligation over a reasonable period.
In connection with the two benefit plans, the Division made contributions of
$80,640 in 1995 and $87,999 in 1994.
(7) Fair Value of Financial Instruments
-----------------------------------
The carrying amount of cash, trade accounts receivables, accounts payable and
accrued expenses approximate fair value due to the short maturity periods
of these instruments.
The notes receivable, intercompany payables and notes payable approximate
fair value as they bear interest which approximate current market rates.
(8) Subsequent Event
----------------
Effective February 1, 1996, Research Seeds entered into an agreement with ABT
to sell substantially all the assets of the Division to ABT. The
transaction was recorded using the purchase method of accounting. The
purchase price was $4,231,981 which includes inventory, accounts
receivable, prepaid assets and fixed assets and trademark rights, net of
accounts payable and certain assumed liabilities. The transaction was
financed through issuing 162,343 shares of ABT common stock valued at
$608,786 and cash of $3,623,195.
12
<PAGE>
AGRIBIOTECH, INC. (ABT)
SCOTT SEED COMPANY (SCOTT),
SEED RESOURCE, INC. (SRI),
HOBART SEED COMPANY (HSC),
HALSEY SEED COMPANY (HALSEY),
ARNOLD-THOMAS SEED SERVICE, INC.
(ATSS), CLARK SEEDS, INC. (CSI) AND
BEACHLEY-HARDY SEED COMPANY (B-H)
Pro Forma Combined Summary of Operations
(Unaudited)
The following pro forma combined summary of operations combines the results of
operations of ABT, Scott, SRI, HSC, Halsey and B-H for the nine-month period
ended June 30, 1995 and for the nine-month period ended March 31, 1996, with
those of ATSS and CSI for the nine-month period ended May 31, 1995 and the nine-
month period ended February 29, 1996. The business of these entities is subject
to wide seasonal fluctuations and, therefore, the results of operations for
periods less than twelve months may not be indicative of annual results. The
pro forma combined summary of operations should be read in conjunction with the
historical statements. A pro forma combined balance sheet is not presented
because the acquisitions are reflected in ABT's consolidated balance sheet as of
March 31, 1996 filed in ABT's March 31, 1996 Form 10-QSB.
13
<PAGE>
AGRIBIOTECH, INC. (ABT)
SCOTT SEED COMPANY (SCOTT),
SEED RESOURCE, INC. (SRI),
HOBART SEED COMPANY (HSC),
HALSEY SEED COMPANY (HALSEY),
ARNOLD-THOMAS SEED SERVICE, INC.
(ATSS), CLARK SEEDS, INC. (CSI) , AND
BEACHLEY-HARDY SEED COMPANY (B-H)
Pro Forma Combined Summary of Operations
(Unaudited)
Nine-month period ended June 30, 1995 for ABT, Scott, SRI, HSC,
Halsey, and B-H and nine-month period ended May 31, 1995 for ATSS and CSI
<TABLE>
<CAPTION>
ABT (B) Scott (B) SRI (B) HSC (B) Halsey (B)
-------- --------- -------- -------- ---------
<S> <C> <C> <C> <C> <C>
Revenues $ 4,753,608 2,073,960 228,333 1,404,198 1,158,569
Cost of sales 3,397,860 1,640,414 187,785 1,210,620 787,798
---------- --------- -------- --------- ---------
Gross profit 1,355,748 433,546 40,548 193,578 370,771
Operating expenses 2,779,185 409,817 164,968 280,596 335,674
---------- --------- -------- --------- ---------
Income (loss) from
operations (1,423,437) 23,729 (124,420) (87,018) 35,097
Other income (expense) 16,750 (16,346) (14,440) -- (56,109)
---------- --------- -------- --------- ---------
Net earnings (loss) $(1,406,687) 7,383 (138,860) (87,018) (21,012)
========== ========= ======== ========= =========
Shares of common
stock used in
computing loss
per share 5,484,527
=========
Net (loss) per share $ (0.26)
==========
<CAPTION>
Pro Forma
ATSS (B) CSI (B) B-H (B) Adjustments combined
---------- ---------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Revenues 2,145,285 3,482,205 8,648,954 -- 23,895,112
Cost of sales 1,831,672 2,623,910 6,176,948 -- 17,857,007
--------- --------- ---------- --------- ----------
Gross profit 313,613 858,295 2,472,006 -- 6,038,105
Operating expenses 373,682 948,985 2,723,984 (140,600)(D) 7,876,291
--------- --------- --------- --------- ----------
Income (loss) from
operations (60,069) (90,690) (251,978) 140,600 (1,838,186)
Other income (expense) (49,736) (44,824) (280,619) (320,289)(E) (765,613)
--------- --------- --------- --------- ---------
Net earnings (loss) (109,805) (135,514) (532,597) (179,689) (2,603,799)
========= ========= ========= ========= =========
Shares of common
stock used in
computing loss
per share 971,471(F) 6,455,998
========= =========
Net (loss) per share (0.40)
====
</TABLE>
14
<PAGE>
AGRIBIOTECH, INC. (ABT)
SCOTT SEED COMPANY (SCOTT),
SEED RESOURCE, INC. (SRI),
HOBART SEED COMPANY (HSC),
HALSEY SEED COMPANY (HALSEY),
ARNOLD-THOMAS SEED SERVICE, INC.
(ATSS), CLARK SEEDS, INC. (CSI) , AND
BEACHLEY-HARDY SEED COMPANY (B-H)
Pro Forma Combined Summary of Operations
(Unaudited)
Nine-month period ended March 31, 1996
<TABLE>
<CAPTION>
Pro Forma
ABT (C) ATSS (C) CSI (C) B-H (C) Adjustments combined
---------- -------- -------- ------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Revenues $16,676,415 250,280 497,338 2,847,920 -- 20,271,953
Cost of sales 12,381,752 113,202 103,077 2,632,721 -- 15,230,752
----------- -------- -------- ---------- -------- ----------
Gross profit 4,294,663 137,078 394,261 215,199 -- 5,041,201
Operating expenses 6,001,788 112,781 280,634 2,042,304 (146,817)(D) 8,290,690
----------- -------- -------- ---------- -------- ----------
Income (loss) from
operations (1,707,125) 24,297 113,627 (1,827,105) 146,817 (3,249,489)
Other income (expense) (258,451) (7,794) (18,292) (151,446) (145,560)(E) (581,543)
----------- -------- -------- ---------- -------- ----------
Net earnings (loss) $(1,965,576) 16,503 95,335 (1,978,551) 1,257 (3,831,032)
=========== ======== ======== ========== ======== ==========
Shares of common
stock used in computing
loss per share 7,345,419 462,343 (F) 7,807,762
========== ======== =========
Net (loss) per share $(0.27) (0.49)
========== =========
</TABLE>
15
<PAGE>
AGRIBIOTECH, INC. (ABT)
SCOTT SEED COMPANY (SCOTT),
SEED RESOURCE, INC. (SRI),
HOBART SEED COMPANY (HSC),
HALSEY SEED COMPANY (HALSEY),
ARNOLD-THOMAS SEED SERVICE, INC.
(ATSS), CLARK SEEDS, INC. (CSI), AND
BEACHLEY-HARDY SEED COMPANY (B-H)
Notes to Pro Forma Combined Summary of Operations
(A) Effective June 30, 1995, ABT changed its fiscal year end from September 30
to June 30.
(B) The nine-month period ended June 30, 1995 for ABT includes Scott's
operations for the period March 1, 1995 through June 30, 1995, SRI's
operations for the period January 1, 1995 through June 30, 1995, and HSC's
operations for the period April 1, 1995 through June 30, 1995. Amounts
included under the Scott column are for the period October 1, 1994 through
February 28, 1995, the SRI column are for the period October 1, 1994 through
December 31, 1994, and the HSC column are for the period October 1, 1994
through March 31, 1995. Amounts included under the Halsey and B-H columns
are for the nine-month period ended June 30, 1995. Amounts included under
the ATSS and CSI columns are for the nine-month period ended May 31, 1995.
(C) The nine-month period ended March 31, 1996 for ABT included the operations
for Scott, SRI, HSC and Halsey for the entire period, the operations of ATSS
and CSI for the period from October 1, 1995 through March 31, 1996, and the
operations of B-H for the period from February 1, 1996 through March 31,
1996. The amounts under the ATSS and CSI columns are for the three-month
period ended August 31, 1995. The amounts under the B-H column is for the
seven-month period ended January 31, 1996.
(D) To reflect depreciation of property, plant and equipment and amortization of
intangible assets based on market value adjustment in connection with
applying purchase accounting.
(E) To reflect reduction of interest income earned and additional interest
expense for the cash purchase price of the acquisitions.
(F) To reflect shares of ABT common stock issued in connection with the
acquisitions as if they had been outstanding for the entire period.
16
<PAGE>
SIGNATURES
In accordance with the requirement of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
AGRIBIOTECH, INC.,
July 12, 1996 By: /s/ Henry A. Ingalls
- ------------- --------------------
Date Henry A. Ingalls,
Vice-President/CFO
17
<PAGE>
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
-----------------------------
The Board of Directors
AgriBioTech, Inc.:
We consent to the use of our report related to the financial statements of
Beachley-Hardy Seed Company (A Division of Research Seeds, Inc.) included herein
and incorporated by reference into the Registration Statement (No. 333-07123) on
Form S-8 filed by AgriBioTech, Inc. under the Securities Act of 1933.
KPMG Peat Marwick LLP
Albuquerque, New Mexico
July 12, 1996
18
