<PAGE>
UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 22, 1997
----------------
AgriBioTech, Inc.
- ----------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 1-1935 85-0325742
- --------------------------------------------------------------------------
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
2700 Sunset Rd., Suite C-25, Las Vegas, Nevada (89120)
- --------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 798-1969
--------------
<PAGE>
EXPLANATORY NOTE
This Amendment No. 1 on Form 8-K/A to the Current Report on Form 8-K ("Form
8-K") for August 22, 1997 of AgriBioTech, Inc., a Nevada corporation ("the
Company") is submitted in order to provide the Financial Statements and pro
forma financial information called for under Item 7 of Form 8-K. Therefore, the
Company hereby amends its Form 8-K in accordance with Rule 12b-15 under the
Securities Exchange Act of 1934.
<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------
The Board of Directors
Olsen-Fennell Seeds, Inc.:
We have audited the accompanying balance sheet of Olsen-Fennell Seeds, Inc. as
of December 31, 1996, and the related statements of operations and retained
earnings, and cash flows for the year then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audit 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 audit provides 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 Olsen-Fennell Seeds, Inc., as
of December 31, 1996, and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.
KPMG Peat Marwick LLP
Albuquerque, New Mexico
July 18, 1997, except as to
note 8, which is as of August 22, 1997
<PAGE>
OLSEN-FENNELL SEEDS, INC.
Balance Sheet
December 31, 1996
<TABLE>
<S> <C>
Assets
------
Current assets:
Cash and cash equivalents $ 83,567
Investments 125,588
Trade accounts receivable, less allowance for doubtful
receivables of $35,000 3,085,810
Inventories 3,266,863
Due from stockholders 413,490
Prepaid expenses and other current assets 8,753
----------
Total current assets 6,984,071
Property, plant and equipment, at cost, net 656,953
----------
Total assets $7,641,024
==========
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
Bank overdraft $ 686,264
Line of credit 337,425
Current installments of long-term debt 35,193
Notes payable 232,285
Accounts payable 3,661,386
Accrued liabilities 505,291
----------
Total current liabilities 5,457,844
Long-term debt, excluding current installments 408,662
----------
Total liabilities 5,866,506
----------
Stockholders' equity:
Common stock no par value, stated value $1; 1,000 shares authorized;
100 shares issued and outstanding 100
Retained earnings 1,774,418
----------
Total stockholders' equity 1,774,518
Commitments and subsequent event (notes 6 and 8)
Total liabilities and stockholders' equity $7,641,024
==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
OLSEN-FENNELL SEEDS, INC.
Statement of Operations and Retained Earnings
Year Ended December 31, 1996
<TABLE>
<S> <C>
Net sales $28,608,496
Cost of sales 24,597,496
-----------
Gross profit 4,011,000
Operating expenses 3,234,277
-----------
Income from operations 776,723
-----------
Other income (expense):
Interest expense (120,546)
Interest income 12,370
Management fee 60,000
Other 45,442
-----------
Total other income (expense) (2,734)
-----------
Net income 773,989
Retained earnings at beginning of year 1,400,429
Distributions to stockholders (400,000)
-----------
Retained earnings at end of year $ 1,774,418
===========
Net income per share $ 7,740
===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
OLSEN-FENNELL SEEDS, INC.
Statement of Cash Flows
Year Ended December 31, 1996
<TABLE>
<CAPTION>
Cash flows from operating activities:
<S> <C>
Net income $ 773,989
-----------
Adjustments to reconcile net income to net cash provided by operations:
Depreciation 71,195
Gain on sale of property, plant and equipment (10,874)
Gain on sale of investments, net (3,338)
Changes in assets and liabilities:
Purchases of investments (366,193)
Proceeds from the sale of investments 298,655
Accounts receivable (1,049,029)
Inventories (1,092,026)
Prepaid expenses and other current assets 105
Accounts payable 808,088
Accrued liabilities 87,090
-----------
Total adjustments (1,256,327)
-----------
Net cash flows from operating activities (482,338)
-----------
Cash flows from investing activities:
Purchases of property, plant and equipment (71,073)
Proceeds from sale of property, plant and equipment 11,534
-----------
Net cash flows from investing activities (59,539)
-----------
Cash flows from financing activities:
Bank overdraft 683,216
Advances under line of credit 337,425
Repayments under line of credit (124,905)
Repayments on long-term debt (38,021)
Distributions to stockholders (400,000)
-----------
Net cash flows from financing activities 457,715
-----------
Net decrease in cash (84,162)
Cash and cash equivalents at beginning of year 167,729
-----------
Cash and cash equivalents at end of year $ 83,567
===========
Supplemental cash flow information:
Interest paid $ 125,447
===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
OLSEN-FENNELL SEEDS, INC.
Notes to Financial Statements
December 31, 1996
(1) Summary of Significant Accounting Policies
------------------------------------------
(a) Business Operations
-------------------
Olsen-Fennell Seeds, Inc. (the "Company") was incorporated on March 15,
1994, under the name of OFI Seeds, Inc. It commenced operations and
changed its name to Olsen-Fennell Seeds, Inc. on July 15, 1994, when it
merged with another company which had been operating in the seed business
since 1986. The Company buys seeds principally from growers in Oregon,
and sells to customers throughout the United States and in foreign
countries.
The preparation of the 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 revenue and expenses
during the reporting period. Actual results could differ from those
estimates.
(b) Cash and Cash Equivalents
-------------------------
Cash equivalents consist of financial instruments with original
maturities of no more than ninety days.
(c) Marketable Securities
---------------------
The Company's investments are comprised of equity securities, all
classified as trading securities, which are carried at their fair market
value based upon the quoted market prices of those investments at December
31, 1996. Net realized and unrealized gains and losses on trading
securities are included in net income. Realized gains and losses from the
sale of investment securities are determined on a specific identification
basis. Cost of investment securities at December 31, 1996 was $136,823.
(d) Inventories
-----------
Inventories, primarily consisting of seed products and supplies, are
stated at the lower of cost or market.
The Company purchased inventory from related parties of approximately
$2,563,000 during 1996. At December 31, 1996, approximately $979,000 is
included in accounts payable related to purchased inventory from related
parties.
<PAGE>
2
OLSEN-FENNELL SEEDS, INC.
Notes to Financial Statements
(e) Depreciation
------------
Depreciation of property, plant and equipment is provided over the
estimated useful lives of the respective assets using the straight-line
method.
(f) Income Taxes
------------
The Company has elected Subchapter S Corporation status for income tax
purposes. Accordingly, income taxes on the taxable income of the Company
are the responsibility of the individual stockholders.
(g) Revenue Recognition
-------------------
The Company recognizes revenue on sales of their products when the
products are shipped from the warehouses, reduced by a reserve for
estimated returns.
The Company had foreign sales of approximately $5,700,000 in 1996. The
Company had sales to related parties of approximately $980,000 during
1996. At December 31, 1996, approximately $632,000 is included in trade
accounts receivable from related parties.
(h) Research and Development
------------------------
The Company conducts research and development activities to develop new
seed varieties. These costs are expensed as incurred. Research and
development expense for the year ended December 31, 1996 was $114,524.
(2) Property, Plant and Equipment
-----------------------------
A summary of property, plant and equipment at December 31, 1996 is as
follows:
<TABLE>
<CAPTION>
Estimated
useful life
-----------
<S> <C> <C>
Land - $ 109,324
Buildings 20-30 years 603,952
Equipment 3 - 5 years 338,028
=================== ----------
1,051,304
Less accumulated depreciation (394,351)
----------
Net property, plant and equipment $ 656,953
==========
</TABLE>
(Continued)
<PAGE>
3
OLSEN-FENNELL SEEDS, INC.
Notes to Financial Statements
(3) Line of Credit
---------------
The Company has a bank revolving line of credit of $1,250,000 which matured
on May 1, 1997. The line of credit bears interest at 1 percent above the
bank's prime rate (8.25% at December 31, 1996). The note is secured by
assets of the Company and is guaranteed by the stockholders. On May 6,
1997, the bank's revolving line of credit was increased to $2,000,000 and
extended to May 1, 1998.
(4) Notes Payable
-------------
Notes payable consist of various notes to related parties. All notes are
due on demand and bear interest at 10 percent. The notes do not require any
periodic principal or interest payments. The notes are secured by inventory
and guaranteed by the stockholders.
(5) Long-term Debt
--------------
Long-term debt at December 31, 1996 consists of the following:
Mortgage note, variable interest rate based on U.S.
treasury issues plus 3 percent (8.12% at
December 31, 1996), payable $3,162 per
month, including interest balance due
December 1998, secured by real property $290,012
State of Oregon Economic Development Commission
note payable, payable $1,391 per month,
including interest at 8.11 percent
through December 2008, secured by
subordinated position in real property 127,800
Other notes payable 26,043
--------
Total long-term debt 443,855
Less current portion (35,193)
--------
Total long-term debt, excluding current
installments $408,662
========
(Continued)
<PAGE>
4
OLSEN-FENNELL SEEDS, INC.
Notes to Financial Statements
Required principal repayments on the long-term debt, are as follows:
<TABLE>
<CAPTION>
Year Amount
---- ------
<S> <C>
1997 $ 35,193
1998 286,777
1999 11,683
2000 12,306
2001 9,097
Thereafter 88,799
--------
$443,855
========
</TABLE>
(6) 401(k) Employee Savings Plan
----------------------------
The Company has a 401(k) savings plan (Plan) which permits employer
contributions at the discretion of the board of directors. The amount of
contributions by the employer are limited based on a discretionary formula
per the Plan agreement. Employees qualify for enrollment upon having one
year of continuous service. The Company made contributions to the Plan of
$81,740 for the year ended December 31, 1996. The Plan is cancelable at the
option of the Company.
(7) Related Party Agreement
-----------------------
The Company has an agreement to provide certain management and warehouse
services for a related party. The agreement is on a month-to-month basis.
Management fee income under this agreement was $60,000 in 1996.
(8) Subsequent Event
----------------
On August 22, 1997, the Company completed its transaction with AgriBioTech,
Inc. ("ABT"), in which, ABT acquired all of the capital stock of the
Company for a purchase price of $15,200,000. The transaction is effective
as of June 1, 1997. The Company became, and continues to be, a wholly owned
subsidiary of ABT. The transaction was recorded using the purchase method
of accounting.
<PAGE>
OLSEN-FENNELL SEEDS, INC.
Balance Sheet
March 31, 1997
(Unaudited)
<TABLE>
<S> <C>
Assets
------
Current assets:
Cash $ 1,629
Investments 150,646
Trade accounts receivable, less allowance for doubtful
receivables of $35,000 4,133,569
Inventories 3,159,916
Due from stockholders 395,900
Prepaid expenses and other current assets 17,625
----------
Total current assets 7,859,285
Property, plant and equipment, at cost, net 644,864
----------
$8,504,149
==========
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
Bank overdraft $ 541,026
Line of credit 1,601,429
Current installments of long-term debt 35,193
Notes payable 233,110
Accounts payable 3,087,082
Accrued liabilities 834,949
----------
Total current liabilities 6,332,789
Long-term debt, excluding current installments 396,540
----------
Total liabilities 6,729,329
----------
Stockholders' equity:
Common stock, no par value, stated value $1; 1,000 shares
authorized; 100 shares issued and outstanding 100
Retained earnings 1,774,720
----------
Total stockholders' equity 1,774,820
----------
$8,504,149
==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
OLSEN-FENNELL SEEDS, INC.
Statement of Operations and Retained Earnings
For the three-month periods ended March 31, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Net sales $7,021,225 6,415,460
Cost of sales 6,154,306 5,039,406
---------- ---------
Gross profit 866,919 1,376,054
Operating expenses 667,718 460,074
---------- ---------
Income from operations 199,201 915,980
---------- ---------
Other income (expense):
Interest expense (47,961) (32,285)
Other (10,738) 56,181
---------- ---------
Total other income and (expense) (58,699) 23,896
---------- ---------
Net income 140,502 939,876
Retained earnings at beginning of period 1,774,418 1,400,429
Distributions to stockholders (140,200) --
---------- ---------
Retained earnings at end of period $1,774,720 2,344,193
========== =========
Net income per share $ 1,405 9,399
========== =========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
OLSEN-FENNELL SEEDS, INC.
Statements of Cash Flows
For the three-month periods ended March 31, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 140,502 939,876
----------- ----------
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation 21,235 17,738
Changes in assets and liabilities:
Accounts receivable (1,030,169) (2,154,545)
Purchases and sales of investments, net (25,058) (30,013)
Inventories 106,946 779,619
Accounts payable (574,305) 310,067
Accrued liabilities 329,659 (58,535)
Other (8,871) 3,224
----------- ----------
Total adjustments (1,180,563) (1,102,432)
----------- ----------
Net cash flows from operating activities (1,040,061) (162,556)
----------- ----------
Cash flows from investing activities - additions
property, plant and equipment (9,146) (15,592)
----------- ----------
Cash flows from financing activities:
Bank overdraft (145,238) 166,486
Increases in short-term debt 4,584,704 --
Reductions of short-term debt (3,319,875) (8,071)
Reductions of long-term debt (12,122) (12,572)
Distributions to stockholders (140,200) --
----------- ----------
Net cash flows from financing activities 967,269 145,843
----------- ----------
Net increase (decrease) in cash (81,938) (62,318)
Cash at beginning of period 83,567 167,729
----------- ----------
Cash at end of period $ 1,629 105,411
=========== ==========
Supplemental cash flow information:
Interest paid $ 42,078 26,701
=========== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
OLSEN-FENNELL SEEDS, INC.
Notes to Financial Statements
March 31, 1997 and 1996
(Unaudited)
(1) Presentation of Unaudited Financial Statements
----------------------------------------------
The unaudited financial statements have been prepared in accordance with
the rules of the Securities and Exchange Commission and, therefore, do not
include all information and footnotes necessary for a fair presentation of
financial position, results of operations and retained earnings and cash
flows, in conformity with generally accepted accounting principles. The
information furnished, in the opinion of management reflects all
adjustments (consisting primarily of normal recurring accruals) necessary
to present fairly the financial position, results of operations and cash
flows for the three-month periods ended March 31, 1997 and 1996. The
Company's business is subject to wide seasonal fluctuations and, therefore,
the results of operations are not necessarily indicative of results which
may be expected for any other interim period or for the year as a whole.
(2) Subsequent Event
----------------
On August 22, 1997, the Company completed its transaction with AgriBioTech,
Inc. ("ABT"), in which, ABT acquired all of the capital stock of the
Company for a purchase price of $15,200,000. The transaction is effective
as of June 1, 1997. The Company became, and continues to be, a wholly owned
subsidiary of ABT. The transaction was recorded using the purchase method
of accounting.
<PAGE>
AGRIBIOTECH, INC. (ABT);
ARNOLD-THOMAS SEED SERVICE, INC.
(ATSS); CLARK SEEDS, INC. (CSI);
BEACHLEY-HARDY SEED COMPANY (B-H);
W-L RESEARCH, INC. and GERMAIN'S, INC.
(COLLECTIVELY W-L/G); E.F. BURLINGHAM & SONS
and SUBSIDIARY (EFB); and
OLSEN-FENNELL SEEDS, INC. (OFI)
Pro Forma Combined Financial Information
(Unaudited)
The following pro forma combined summary of operations combines the results of
operations of ABT, ATSS, CSI, B-H, W-L/G, EFB and OFI for the year ended June
30, 1996 and for the nine-month period ended March 31, 1997. 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 financial information should be read
in conjunction with the historical statements. The pro forma combined summary
balance sheet reflects ABT's consolidated balance sheet as of March 31, 1997
combined with EFB's consolidated balance sheet as of March 31,1997 and OFI's
balance sheet as of March 31, 1997.
<PAGE>
AGRIBIOTECH, INC. (ABT);
ARNOLD-THOMAS SEED SERVICE, INC.
(ATSS); CLARK SEEDS, INC. (CSI);
BEACHLEY-HARDY SEED COMPANY (B-H);
W-L RESEARCH, INC. and GERMAIN'S, INC.
(COLLECTIVELY W-L/G); E.F. BURLINGHAM & SONS
and SUBSIDIARY (EFB); AND
OLSEN-FENNELL SEEDS, INC. (OFI)
Pro Forma Combined Summary of Operations
(Unaudited)
Nine-month period ended March 31, 1997
<TABLE>
<CAPTION>
Pro Forma
ABT (B) W-L/G (B) EFB (B) OFI (B) Adjustments combined
----------- --------- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Revenues $41,164,828 2,671,772 31,040,752 24,325,653 (917,220) (H) 98,285,785
Cost of sales 31,005,534 1,816,236 25,439,688 21,483,511 (917,220) (H) 78,827,749
----------- --------- ---------- ---------- ---------- ----------
Gross profit 10,159,294 855,536 5,601,064 2,842,142 -- 19,458,036
(1,225,447) (J)
Operating expenses 10,814,219 1,014,557 3,383,987 2,917,881 354,754 (C) 17,259,951
----------- --------- ---------- ---------- ---------- ----------
Income (loss) from operations (654,925) (159,021) 2,217,077 (75,739) 870,693 2,198,085
Other income (expense) (534,001) 57,075 (7,314) (10,583) (1,112,648) (D) (1,607,471)
----------- --------- ---------- ---------- ---------- ----------
Net earnings (loss) $(1,188,926) (101,946) 2,209,763 (86,322) (241,955) 590,614
=========== ========= ========== ========== ========== ==========
Shares of common stock used in
computing loss per share 13,301,201 782,500 (E) 14,083,701
=========== ========== ==========
Net earnings (loss) per share $ (0.09) 0.04
=========== ==========
</TABLE>
<PAGE>
AGRIBIOTECH, INC. (ABT);
ARNOLD-THOMAS SEED SERVICE, INC.
(ATSS); CLARK SEEDS, INC. (CSI);
BEACHLEY-HARDY SEED COMPANY (B-H);
W-L RESEARCH, INC. and GERMAIN'S, INC.
(COLLECTIVELY W-L/G); E.F. BURLINGHAM & SONS
and SUBSIDIARY (EFB); AND
OLSEN-FENNELL SEEDS, INC. (OFI)
Pro Forma Combined Summary of Operations
(Unaudited)
Year ended June 30, 1996
<TABLE>
<CAPTION>
ABT (A) ATSS (A) CSI (A) B-H (A) W-L/G (A)
----------- --------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Revenues $25,961,541 250,280 497,338 2,847,920 21,730,598
Cost of sales 19,235,670 113,202 103,077 2,632,721 17,054,073
----------- ------- ------- ---------- ----------
Gross profit 6,725,871 137,078 394,261 215,199 4,676,525
Operating expenses 9,636,863 112,781 280,634 2,042,304 6,771,376
----------- ------- ------- ---------- ----------
Income (loss) from operations (2,910,992) 24,297 113,627 (1,827,105) (2,094,851)
Other income (expense) (413,140) (7,794) (18,292) (151,446) (532,319)
----------- ------- ------- ---------- ----------
Net earnings (loss) $(3,324,132) 16,503 95,335 (1,978,551) (2,627,170)
=========== ======= ======= ========== ==========
Shares of common stock used in
computing loss per share 7,458,594
===========
Net (loss) per share (0.45)
===========
<CAPTION>
Pro Forma
EFB (A) OFI (A) Adjustments Combined
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Revenues 31,126,896 26,493,068 (573,224) (H) 108,334,417
Cost of sales 26,199,376 22,699,123 (573,224) (H) 87,464,018
----------- ---------- ---------- -----------
Gross profit 4,927,520 3,793,945 -- 20,870,399
(769,000) (J)
Operating expenses 4,516,608 2,112,347 (729,136) (C) 23,974,777
----------- ---------- ---------- -----------
Income (loss) from operations 410,912 1,681,598 1,498,136 (3,104,378)
Other income (expense) (123,448) (21,125) (2,176,706) (D) (3,444,270)
----------- ---------- ---------- -----------
Net earnings (loss) 287,464 1,660,473 (678,570) (6,548,648)
=========== ========== ========== ===========
Shares of common stock used in
computing loss per share 1,080,327 (E) 8,538,921
========== ===========
Net (loss) per share $ (0.77)
===========
</TABLE>
<PAGE>
AGRIBIOTECH, INC. (ABT);
ARNOLD-THOMAS SEED SERVICE, INC.
(ATSS); CLARKS SEEDS, INC. (CSI);
BEACHLEY-HARDY SEED COMPANY (B-H);
W-L RESEARCH, INC. and GERMAIN'S, INC.
(COLLECTIVELY W-L/G); E.F. BURLINGHAM & SONS
and SUBSIDIARY (EFB); AND
OLSEN-FENNELL SEEDS, INC. (OFI)
Pro Forma Combined Balance Sheet
(Unaudited)
March 31, 1997
<TABLE>
<CAPTION>
Pro Forma
ABT (G) EFB (G) OFI (G) Adjustments Combined
------------ ----------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 644,411 388,280 1,629 -- 1,034,320
Accounts receivable 18,266,638 3,782,856 4,529,469 (332,474) (H)(I) 26,246,489
Inventories 20,092,607 4,010,608 3,159,917 4,364 (I) 27,267,496
Other 368,995 -- 168,270 230,712 (I) 767,977
------------ ----------- --------- ---------- -----------
Total current assets 39,372,651 8,181,744 7,859,285 (97,398) 55,316,282
Property, plant and equipment, net 12,783,273 1,165,042 644,864 2,521,838 (I) 17,115,017
Intangible assets, net of
accumulated amortization 2,266,965 1,432,908 -- 18,801,745 (I) 22,501,618
Investment in associated equity,
at equity 783,577 -- -- -- 783,577
Other 83,889 198,101 -- (191,752) (I) 90,238
------------ ----------- --------- ---------- -----------
Total assets $ 55,290,355 $10,977,795 8,504,149 21,034,433 95,806,732
============ =========== ========= ========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt $ 15,047,493 165,118 2,375,565 17,540,000 (I) 35,128,176
Current installments of long-
term obligations 639,436 56,500 35,193 -- 731,129
Accounts payable 10,562,330 3,132,915 3,087,082 1,514,515 (H) 18,296,842
Accrued liabilities 1,267,166 714,321 834,949 190,633 (I) 3,007,069
------------ ----------- --------- ---------- -----------
Total current liabilities 27,516,425 4,068,854 6,332,789 19,245,148 57,163,216
Long-term obligations, excluding
current installments 1,717,725 1,424,677 396,540 1,098,369 (I) 4,637,311
------------ ----------- --------- ---------- -----------
Total liabilities 29,234,150 5,493,531 6,729,329 20,343,517 61,800,527
------------ ----------- --------- ---------- -----------
Stockholders' equity:
Preferred stock 2 -- -- -- 2
Common stock 19,830 200 100 483 (I) 20,613
Capital in excess of par value 36,936,615 -- -- 7,949,217 (I) 44,885,832
Accumulated (deficit) (10,900,242) 5,484,064 1,774,720 (7,258,784) (I) (10,900,242)
------------ ----------- --------- ---------- -----------
Total stockholders' equity 26,056,205 5,484,264 1,774,820 690,916 34,006,205
------------ ----------- --------- ---------- -----------
Total liabilities and
stockholders' equity $ 55,290,355 10,977,795 8,504,149 21,034,433 95,806,732
============ =========== ========= ========== ===========
</TABLE>
<PAGE>
AGRIBIOTECH, INC. (ABT);
ARNOLD-THOMAS SEED SERVICE, INC.
(ATSS); CLARK SEEDS, INC. (CSI);
BEACHLEY-HARDY SEED COMPANY (B-H);
W-L RESEARCH, INC. AND GERMAIN'S, INC.
(COLLECTIVELY W-L/G); E.F. BURLINGHAM & SONS
AND SUBSIDIARY (EFB); AND
OLSEN-FENNELL SEEDS, INC. (OFI)
Notes to Pro Forma Combined Financial Information
(Unaudited)
(A) The year ended June 30, 1996 for ABT includes the operations of ATSS and CSI
for the period from October 1, 1995 through June 30, 1996, and the
operations of B-H for the period from February 1, 1996 through June 30,
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 are for the
seven-month period ended January 31, 1996. The amounts under the W-L/G, EFB
and OFI columns are for the twelve-month period ended June 30, 1996. Income
taxes for individual companies are not presented as they would be offset by
consolidated net operating losses carryforwards.
(B) The nine-month period ended March 31, 1997 for ABT includes the operations
of ATSS, CSI and B-H for the entire period, the operations of W-L/G for the
period from September 1, 1996 through March 31, 1997. The amounts under the
W-L/G column are for the two-month period ended August 31, 1996. The amounts
under the EFB and OFI columns are for the nine-month period ended March 31,
1997. Income taxes for individual companies are not presented as they would
be offset by consolidated net operating losses carryforwards.
(C) To reflect depreciation of property, plant and equipment and amortization of
intangible assets based on market value adjustments in connection with
applying purchase accounting.
(D) To reflect reduction of interest income earned and additional interest
expense for the cash purchase price of the acquisitions.
(E) To reflect shares of ABT common stock issued in connection with the
acquisitions as if they had been outstanding for the entire period.
(F) To eliminate sales made by EFB and OFI to other ABT entities.
(G) The consolidated balance sheet of ABT as of March 31, 1997 includes the
accounts of ATSS, CSI, B-H and W-L/G. The amounts under the EFB and OFI
columns reflect their accounts as of March 31, 1997.
<PAGE>
(H) To eliminate intercompany balances.
(I) To reflect the application of purchase accounting to the EFB and OFI
acquisitions.
(J) Known reductions in officers' compensation and employee benefits.
<PAGE>
SIGNATURES
Pursuant to the requirement 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.
AGRIBIOTECH, INC.,
(Registrant)
Date: September 30, 1997 By: /s/ Henry A. Ingalls
---------------------- --------------------
Henry A. Ingalls,
