<PAGE>
UNITED STATES
SECURITIES AND 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): October 30, 1996
----------------
AgriBioTech, Inc.
-------------------
(Exact name of registrant as specified in its charter)
Nevada 0-19352 85-0325742
---------------- ----------------- --------------------
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
2700 Sunset Road, Suite C-25, Las Vegas, Nevada 89120
-----------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(702) 798-1969
--------------------------------------------------
Registrant's telephone number, including area code
<PAGE>
ITEM 7.
EXPLANATORY NOTE
This Amendment No. 1 on Form 8-K/A to the Current Report on Form 8-K
("Form 8-K") for October 30, 1996 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>
GERMAIN'S, INC. AND
W-L RESEARCH, INC.
Combined Financial Statements
September 30, 1995 and 1994
(With Independent Auditors' Report Thereon)
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Germain's, Inc. and W-L Research, Inc.:
We have audited the accompanying combined balance sheets of Germain's, Inc. and
W-L Research, Inc. (subsidiaries of Berisford International, plc) as of
September 30, 1995 and 1994, and the related combined statements of operations
and accumulated deficit, and cash flows for the years then ended. These combined
financial statements are the responsibility of Germain's, Inc. and W-L Research,
Inc.'s management. Our responsibility is to express an opinion on these combined
financial statements based on our audits.
We conducted out 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 combined financial statements referred to above present
fairly, in all material respects, the financial position of Germain's, Inc. and
W-L Research, Inc. (subsidiaries of Berisford International, plc) as of
September 30, 1995 and 1994, and the results of their combined operations and
cash flows for the years then ended in conformity with generally accepted
accounting principles.
KPMG Peat Marwick LLP
December 6, 1996
<PAGE>
GERMAIN'S, INC. AND
W-L RESEARCH, INC.
Combined Balance Sheets
September 30, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Assets
------
Current assets:
Cash $ 572,575 1,066,483
Trade accounts receivable, less allowance for doubtful
receivables of $593,697 in 1995 and $142,157 in 1994 2,063,865 2,517,990
Inventories 18,251,950 13,986,197
Prepaid expenses and other current assets 116,540 252,176
----------- -----------
Total current assets 21,004,930 17,822,846
Property, plant and equipment, at cost, net (note 2) 1,968,789 2,305,083
Intangible assets, net of accumulated amortization of
$9,593,181 in 1995 and $8,203,404 in 1994 3,020,590 4,411,660
Investment in associated entity 746,167 626,576
Other assets, at cost 1,265,424 1,040,312
----------- -----------
$28,005,900 26,206,477
=========== ==========
Liabilities and Stockholder's Equity
------------------------------------
Current liabilities:
Accounts payable $ 7,287,398 1,257,412
Accrued expenses and other liabilities 4,259,775 4,283,186
Current installations of capital lease obligations (note 3) 167,000 167,000
Intercompany payables 15,447,979 16,962,160
----------- -----------
Total current liabilities 27,162,152 22,669,758
Long-term capital lease obligations, excluding current
installments (note 3) 234,436 188,269
----------- -----------
Total liabilities 27,396,588 22,858,027
----------- -----------
Stockholder's equity:
Common stock 6,117 6,117
Additional paid-in capital 30,773,622 30,773,622
Accumulated (deficit) (30,170,427) (27,431,289)
----------- -----------
Total stockholder's equity 609,312 3,348,450
Commitments, contingencies and subsequent event
(notes 3, 5, 6 and 7)
----------- -----------
$28,005,900 26,206,477
=========== ===========
</TABLE>
See accompanying notes to combined financial statements.
<PAGE>
GERMAIN'S, INC. AND
W-L RESEARCH, INC.
Combined Statements of Operations and Accumulated Deficit
For the years ended September 30, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
------------ -----------
<S> <C> <C>
Net sales $ 22,213,361 21,843,185
Cost of sales (16,094,969) (16,111,060)
------------ -----------
Gross profit 6,118,392 5,732,125
Operating expenses (8,048,862) (9,576,873)
------------ -----------
Income (loss) from operations (1,930,470) (3,844,748)
------------ -----------
Other income (expense):
Interest income 92,529 94,435
Interest expense (1,067,042) (992,831)
Equity in earnings of associated entity 119,591 119,253
Other 46,254 (361,275)
------------ -----------
Total other income (expense) (808,668) (1,140,418)
------------ -----------
Net (loss) (2,739,138) (4,985,166)
Accumulated (deficit) at beginning of period (27,431,289) (22,446,123)
------------ -----------
Accumulated (deficit) at end of period $(30,170,427) (27,431,289)
============ ===========
</TABLE>
See accompanying notes to combined financial statements.
<PAGE>
GERMAIN'S, INC. AND
W-L RESEARCH, INC.
Combined Statements of Cash Flows
For the years ended September 30, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
----------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net (loss) $(2,739,138) (4,985,166)
----------- ----------
Adjustments to reconcile net (loss) to net cash
provided by operating activities:
Depreciation and amortization 1,843,119 1,966,660
(Gain) loss on sale of equipment 144,724 107,746
Write-down of property plant and equipment - 450,000
Equity in earnings of associated entity (119,591) (119,253)
Changes in assets and liabilities:
Trade accounts receivable 454,125 707,829
Inventories (4,265,753) 1,606,038
Prepaid expenses and other assets 106,124 (96,376)
Accounts payable 6,029,986 66,325
Intercompany payables (1,514,181) (599,919)
Accrued expenses and other liabilities (23,411) 1,045,253
----------- ----------
Total adjustments 2,655,142 5,134,303
----------- ----------
Net cash provided by operating activities (83,996) 149,137
----------- ----------
Cash flows from investing activities:
Additions to property, plant and equipment (260,479) (180,361)
Proceeds from sale of equipment - 72,848
----------- ----------
Net cash used in investing activities (260,479) (107,513)
----------- ----------
Cash flows from financing activities:
Additions to notes receivable (195,600) -
Additions to capital leases 231,409 108,800
Repayments of capital leases (185,242) (198,525)
----------- ----------
Net cash used in financing activities (149,433) (89,725)
----------- ----------
Net increase (decrease) in cash (493,908) (48,101)
Cash at end of period 1,066,483 1,114,584
----------- ----------
Cash at end of period $ 572,575 1,066,483
=========== ==========
Supplemental cash flow information - interest paid $ - -
=========== ==========
</TABLE>
See accompanying notes to combined financial statements.
<PAGE>
GERMAIN'S INC. AND
W-L RESEARCH, INC.
Notes to Combined Financial Statements
September 30, 1995 and 1994
(1) Summary of Significant Accounting Policies
------------------------------------------
(a) Business
--------
The combined financial statements include the activities of Germain's,
Inc. (Germain's) and W-L Research, Inc. (W-L) collectively referred to
as "the Companies." The Companies are both wholly owned subsidiaries
of Berisford Holdings, Inc. which is in turn a wholly owned subsidiary
of Berisford International, plc, of London, England. All significant
intercompany balances and transactions have been eliminated in
combination.
Germain's, founded in 1871 in California, focuses on the sale of alfalfa
seed, hybrid seed corn, turf seed and other seed and nonseed products
to dealers, distributors and large growers under the "Germain's" and
"El Camino" brand names.
W-L is a proprietary alfalfa seed breeding, production and marketing
company that was founded in California in 1958. W-L sells or licenses
proprietary varieties of dormant, semi-dormant and nondormant alfalfa,
on a worldwide basis, through franchised distributors and private
label customers. Germain's is W-L's largest franchised distributor.
The Companies share administrative headquarters in Fresno, California.
Research and customer service headquarters for W-L are located in
Evansville, Wisconsin. W-L also maintains four alfalfa breeding and
testing stations in the United States with facilities located in
Wisconsin, California, Washington and Pennsylvania.
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.
(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
40 years using the straight-line method.
<PAGE>
GERMAIN'S INC. AND
W-L RESEARCH, INC.
Notes to Combined Financial Statements
(d) Intangible Assets
-----------------
The intangible assets primarily consist of genetic breeding bases for
various proprietary plant varieties. The genetic breeding bases, with an
original allocated cost of $12,500,000 are amortized over their expected life of
nine years using the straight-line method.
(e) Investment in Associated Entity
-------------------------------
The investment in associated entity represents a 50 percent ownership
interest in SeedBiotics, a joint venture, which was incorporated into a limited
liability corporation effective January 1, 1996. SeedBiotics is in the business
of coating and treating seed and is located in Caldwell, Idaho. The investment
in SeedBiotics is recorded using the equity method of accounting.
(f) 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.
The Companies are included in the consolidated tax return of Berisford
Holdings, Inc. Income tax expense or benefit applicable to the Companies has
been computed on a stand-alone basis.
(g) Common Stock
------------
Germains is authorized to issue 1,000 shares of $0.01 par value common
stock. As of September 30, 1995 and 1994, 1,000 shares are outstanding. W-L is
authorized to issue 500,000 shares of $1 par value common stock. As of September
30, 1995 and 1994, 6,107 shares are outstanding.
(h) Revenue Recognition
-------------------
The Companies recognized revenue on sales of their products when the
products are shipped from the warehouse, reduced by a reserve for estimated
returns. Additionally, the Companies consign out inventory to certain
distributors. Accordingly, sales to these distributors and related gross profits
are recorded when products are resold by the distributors.
The Companies had foreign sales of $5,852,525 and $4,683,232 in 1995 and
1994, respectively.
<PAGE>
GERMAIN'S INC. AND
W-L RESEARCH, INC.
Notes to Combined Financial Statements
(i) Research and Development Costs
------------------------------
Research and development costs are expensed as incurred. Research and
development expense for the years ended September 30, 1995 and 1994
was $1,003,322 and $1,277,538, respectively.
(2) Property, Plant and Equipment
-----------------------------
A summary of property, plant and equipment is as follows:
<TABLE>
<CAPTION>
September 30
-----------------------
1995 1994
---- ----
<S> <C> <C>
Land and land improvements $ 604,591 $ 604,595
Buildings 2,117,570 2,175,271
Equipment 2,409,151 2,785,239
----------- -----------
5,131,312 5,565,105
Accumulated depreciation (3,162,523) (3,260,022)
----------- -----------
$ 1,968,789 $ 2,305,083
=========== ===========
</TABLE>
(3) Leases
------
The Companies have noncancelable capital leases for equipment that expire
at various dates through 2000. Future minimum lease payments under
capital leases at September 30, 1995 are as follows:
<TABLE>
<CAPTION>
Capital
leases
-------
<S> <C>
1996 $209,000
1997 148,000
1998 80,000
1999 19,000
2000 --
--------
Total minimum lease payments 456,000
Less amount representing interest
(at rates ranging from 8.5% to 11.5%) 54,564
--------
Present value of net minimum capital
lease payments 401,436
Less current installments of
capital lease obligations 167,000
--------
Obligations under capital leases,
excluding current installments $234,436
========
</TABLE>
<PAGE>
GERMAIN'S, INC. AND
W-L RESEARCH, INC.
Notes to Combined Financial Statements
(4) Income Taxes
------------
The Companies, if treated on a stand alone basis, have incurred losses
for income tax purposes. Utilization of these losses as carryforwards
to offset future taxable income is dependent on the Companies having
taxable income. The net operating losses will expire, if unable to be
utilized, as follows:
<TABLE>
<CAPTION>
Year Amount
---- -----------
<S> <C>
2002-2008 $20,470,000
2009 5,200,000
2010 1,630,000
===========
</TABLE>
The components of deferred tax assets (liabilities) are as follows:
<TABLE>
<CAPTION>
September 30,
-------------
1995 1994
---- ----
<S> <C> <C>
Net operating loss carryforward $ 9,289,000 $ 8,734,000
Allowance for doubtful receivables 239,000 81,000
Inventory reserves 330,000 187,000
Pension liability 400,000 326,000
------------ -----------
10,258,000 9,328,000
Less valuation allowance (10,258,000) (9,328,000)
------------ -----------
Net deferred tax assets $ - -
============ ===========
</TABLE>
The tax benefit of the net operating loss carryforward has been fully
offset by a valuation allowance since the Companies cannot currently
conclude that it is more likely than not that the benefit will be
realized.
(5) Benefit Plans
-------------
The Companies had a Supplemental Retirement Plan, which was frozen in
1988. The Supplemental Retirement Plan was a defined benefit plan which
covered certain executives of the Companies. The projected benefit
obligation as of September 30, 1995 and 1994, which is included in
accrued expenses, is $801,251 and $758,488, respectively. The Companies
have recorded pension expense for the years ended September 30, 1995 and
1994 of $88,127 and $87,376, respectively.
<PAGE>
GERMAIN'S, INC. AND
W-L RESEARCH, INC.
Notes to Combined Financial Statements
The Companies participate in a noncontributory defined benefit plan for
certain subsidiaries of Berisford Holdings that covers substantially all
employees, not covered by collective bargaining agreements. The plan
provides for retirement, death and disability benefits. Plan benefits
vest 100 percent after an employee completes 5 years of service. Plan
benefits were frozen effective September 30, 1995, thus limiting
participation solely to those employees who had entered the plan as
participants prior to September 30, 1995. The Companies have recorded
pension expense for the years ended September 30, 1995 and 1994 of
$79,002 and $69,684 respectively. The actuarial present value of
accumulated plan benefits was $1,462,768 as of December 31, 1995. The net
assets available for plan benefits was $1,095,522 as of December 31,
1995.
The Companies participate in a defined contribution plan which covers
substantially all employees who have completed one year of employment.
The Companies will match 50 percent of the participant's contribution for
the first 5 percent of the participant's salary. Participants do not vest
in the Companies' contribution until after five years, at which time they
become 100 percent vested. The Companies made contributions of $124,462
and $122,956 for the years ended September 30, 1995 and 1994,
respectively.
(6) Commitments and Contingencies
-----------------------------
The Companies contract with growers to produce seed which the Companies
are obligated to purchase upon delivery by the growers. These contracts
are typically for one to three growing seasons.
In the normal course of business, the Companies have been named as
defendant in certain lawsuits. Management believes that the final outcome
of the lawsuits will not have a material adverse effect on the
accompanying combined financial statements.
(7) Subsequent Event
----------------
In November 1995, Germain's sold assets pertaining to its cotton seed
operations. The sales price was approximately $1,800,000 and Germain's
recorded approximately a $500,000 gain on the sale.
AgriBio Tech, Inc. (ABT) purchased substantially all of the assets of the
Companies effective September 1, 1996. The transaction also included the
acquisition by ABT of the 50 percent ownership interest in SeedBiotics.
The transaction was recorded by ABT using the purchase method of
accounting. The net purchase price (paid in cash) of $15,997,034 included
operating assets and liabilities, and trademark rights and proprietary
rights to certain crop varieties, as well as the genetic breeding base
for the development of additional varieties.
<PAGE>
GERMAIN'S, INC. AND
W-L RESEARCH, INC.
Combined Balance Sheet
June 30, 1996
(Unaudited)
<TABLE>
<S> <C>
ASSETS
Current assets:
Cash $ 1,231,219
Trade accounts receivable, less allowance for doubtful
receivables 2,570,684
Inventories 9,513,064
Prepaid expenses and other current assets 40,067
------------
Total current assets 13,355,034
Property, plant and equipment, at cost, net 1,822,147
Intangible assets, net of accumulated amortization 2,095,494
Investment in associated entity 611,614
Other assets, at cost 1,819,425
------------
$ 19,703,714
============
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable $ 143,204
Accrued expenses and other liabilities 1,964,788
Current installments of capital lease obligations 209,000
Intercompany payables 17,049,007
------------
Total current liabilities 19,365,999
Long-term capital lease obligations, excluding current
installments 172,647
------------
Total liabilities 19,538,646
------------
Stockholder's equity:
Common stock 6,117
Additional paid-in capital 30,773,622
Accumulated (deficit) (30,614,671)
------------
Total stockholder's equity 165,068
------------
$ 19,703,714
============
</TABLE>
See accompanying notes to combined financial statements.
<PAGE>
GERMAIN'S INC. AND
W-L RESEARCH, INC.
Combined Statements of Operations and Accumulated Deficit
For the nine-month periods ended June 30, 1996 and 1995
(Unaudited)
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Net sales $ 18,876,937 21,397,170
Cost of sales (14,154,332) (15,848,301)
------------ -----------
Gross profit 4,722,605 5,548,869
Operating expenses 4,896,040 (6,111,512)
------------ -----------
Income (loss) from operations (173,435) (562,643)
------------ -----------
Other income (expense):
Interest income 58,016 77,156
Interest expense (628,340) (868,692)
Other 299,515 168,583
------------ -----------
Total other income (expense) (270,809) (622,953)
------------ -----------
Net (loss) (444,244) (1,185,596)
Accumulated (deficit) at beginning of period (30,170,427) (27,431,289)
------------ -----------
Accumulated (deficit) at end of period $(30,614,671) (28,616,885)
============ ===========
</TABLE>
See accompanying notes to combined financial statements.
<PAGE>
GERMAIN'S INC. AND
W-L RESEARCH, INC.
Combined Statements of Cash Flows
For the nine-month periods ended June 30, 1996 and 1995
(Unaudited)
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net (loss) $ (444,244) (1,185,596)
Adjustments to reconcile net (loss) to net cash provided
by operating activities:
Depreciation and amortization 1,214,478 1,216,936
Loss on sale of equipment 30,676 34,046
Changes in assets and liabilities:
Trade accounts receivable (506,819) (1,846,640)
Inventories 8,738,886 3,130,966
Prepaid expenses and other assets 219,775 (200,967)
Accounts payable (7,144,194) (498,609)
Intercompany payables 1,762,672 1,736,284
Accrued expenses and other liabilities (2,294,987) (1,670,220)
Other (724,394) 27,134
----------- ----------
Total adjustments 1,296,093 1,928,930
----------- ----------
Net cash provided by operating activities 851,849 743,334
----------- ----------
Cash flows from investing activities - additions to property,
plant and equipment (173,416) (161,543)
----------- ----------
Cash flows from financing activities:
Additions to capital leases 136,961 197,042
Repayments of capital leases (156,750) (138,931)
----------- ----------
Net cash used in financing activities (19,789) 58,111
----------- ----------
Net increase in cash 658,644 639,902
Cash at beginning of period 572,575 1,066,483
----------- ----------
Cash at end of period $ 1,231,219 1,706,385
=========== ==========
Supplemental cash flow information - interest paid $ - -
=========== ==========
</TABLE>
See accompanying notes to combined financial statements.
<PAGE>
GERMAIN'S, INC. AND
W-L RESEARCH, INC.
Notes to Combined Financial Statements
June 30, 1996 and 1995
(Unaudited)
(1) Presentation of Unaudited Combined Financial Statements
-------------------------------------------------------
The unaudited combined 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 accumulated
deficit 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 nine-month periods ended June 30, 1996 and 1995. The Companies' 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.
<PAGE>
AGRIBIOTECH, INC. (ABT),
ARNOLD-THOMAS SEED SERVICE, INC.
(ATSS), CLARK SEEDS,INC. (CSI),
BEACHLEY-HARDY SEED COMPANY (B-H), and
W-L RESEARCH, INC. and GERMAIN'S, INC.
(COLLECTIVELY W-L/G)
Pro Forma Combined Summary of Operations
(Unaudited)
The following pro forma combined summary of operations combines the
results of operations of ABT, ATSS, CSI, B-H, and W-L/G for the year ended June
30, 1996 and for the three-month period ended September 30, 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 September 30, 1996 filed in ABT's September 30,
1996 Form 10-QSB.
<PAGE>
AGRIBIOTECH, INC (ABT),
ARNOLD-THOMAS SEED SERVICE, INC.
(ATSS), CLARK SEEDS, INC. (CSI),
BEACHLEY-HARDY SEED COMPANY (B-H), and
W-L RESEARCH, INC. and GERMAIN'S, INC.
(COLLECTIVELY W-L/G)
Pro Forma Combined Summary of Operations
(Unaudited)
Year ended June 30, 1996
<TABLE>
<CAPTION>
Pro Forma
ABT (A) ATSS (A) CSI (A) B-H (A) W-L/G (A) Adjustments combined
----------- --------- ------- --------- --------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues $25,961,541 250,280 497,338 2,847,920 21,730,598 -- 51,287,677
Cost of sales 19,235,670 113,202 103,077 2,632,721 17,054,073 -- 39,138,743
----------- ------- ------- ---------- ---------- ---------- ----------
Gross profit 6,725,871 137,078 394,261 215,199 4,676,525 -- 12,148,934
Operating expenses 9,636,863 112,781 280,634 2,042,304 6,771,376 (1,551,300)(C) 17,292,658
----------- ------- ------- ---------- ---------- ---------- ----------
Income (loss) from operations (2,910,992) 24,297 113,627 (1,827,105) (2,094,851) 1,551,300 (5,143,724)
Other income (expense) (413,140) (7,794) (18,292) (151,446) (532,319) (913,106)(D) (2,036,097)
----------- ------- ------- ---------- ---------- ---------- ----------
Net earnings (loss) $(3,324,132) 16,503 95,335 (1,978,551) (2,627,170) 638,194 (7,179,821)
=========== ======= ======= ========== ========== ========== ==========
Shares of common stock used in
computing loss per share 7,458,594 297,827(E) 7,756,421
=========== ========== ==========
Net (loss) per share $ (0.45) (0.93)
=========== ==========
</TABLE>
<PAGE>
AGRIBIOTECH, INC. (ABT),
ARNOLD-THOMAS SEED SERVICE, INC.
(ATSS), CLARK SEEDS, INC. (CSI),
BEACHLEY-HARDY SEED COMPANY (B-H), and
W-L RESEARCH, INC. and GERMAIN'S, INC.
(COLLECTIVELY W-L/G)
Pro Forma Combined Summary of Operations
(Unaudited)
Three-month period ended September 30, 1996
<TABLE>
<CAPTION>
Pro Forma
ABT(B) W-L/G(B) Adjustments combined
----------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
Revenues $ 7,653,171 2,671,772 -- 10,324,943
Cost of sales 5,612,580 1,816,236 -- 7,428,816
----------- ---------- ----------- ----------
Gross profit 2,040,591 855,536 -- 2,896,127
Operating expenses 3,299,390 1,014,557 (241,200)(E) 4,072,747
----------- ---------- ---------- ----------
Income (loss) from operations (1,258,799) (159,021) 241,200 (1,176,620)
Other income (expense) (35,872) 57,075 (164,918))D) (143,715)
----------- ---------- ---------- ----------
Net earnings (loss) $(1,294,671) (101,946) 76,282 (1,320,335)
=========== ========== ========== ==========
Shares of common stock used in
computing loss per share 9,105,682 9,105,682
=========== ==========
Net (loss) per share $ (0.14) (0.15)
=========== ==========
</TABLE>
<PAGE>
AGRIBIOTECH, INC. (ABT),
ARNOLD-THOMAS SEED SERVICE, INC.
(ATSS), CLARK SEEDS, INC. (CSI),
BEACHLEY-HARDY SEED COMPANY (B-H), and
W-L RESEARCH, INC. and GERMAIN'S, INC.
(COLLECTIVELY W-L/G)
NOTES TO PRO FORMA COMBINED SUMMARY OF OPERATIONS
(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
column are for the twelve-month period ended June 30, 1996.
(B) The three-month period ended September 30, 1996 for ABT includes the
operations of ATSS, CSI and B-H for the entire period and the operations of
W-L/G for the period from September 1, 1996 through September 30, 1996. The
amounts under the W-L/G column are for the two month period ended August 31,
1996.
(C) To reflect depreciation of property, plant and equipment and amortization of
intangible assets based on market value adjustment 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.
<PAGE>
SIGNATURE
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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.
AGRIBIOTECH, INC.
(Registrant)
Date: January 13, 1997 By: /s/ Henry A. Ingalls
--------------------------
Henry A. Ingalls
Vice President/CFO
