<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) May 15, 1997
------------------
AgriBioTech, Inc.
- ----------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
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)
</TABLE>
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 May 15, 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>
E.F. BURLINGHAM & SONS
AND SUBSIDIARY
Consolidated Financial Statements
December 31, 1996
(With Independent Auditors' Report Thereon)
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
E.F. Burlingham & Sons:
We have audited the accompanying consolidated balance sheet of E.F. Burlingham &
Sons and subsidiary as of December 31, 1996, and the related consolidated
statements of operations and retained earnings, and cash flows for the year then
ended. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of E.F. Burlingham &
Sons and subsidiary 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
May 8, 1997
<PAGE>
E.F. BURLINGHAM & SONS
AND SUBSIDIARY
Consolidated Balance Sheet
December 31, 1996
Assets
------
<TABLE>
<CAPTION>
<S> <C>
Current assets:
Cash and cash equivalents $ 945,495
Trade accounts receivable, less allowance for doubtful
receivables of $50,000 2,393,195
Inventories 5,189,087
Prepaid expenses and other current assets 22,370
-----------
Total current assets 8,550,147
Property, plant and equipment, at cost, net 1,198,270
Deferred income tax benefit 165,852
Intangible assets, net of amortization 1,460,314
Other 29,838
-----------
Total assets $11,404,421
===========
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
Current installments of long-term debt $ 208,074
Accounts payable 3,793,299
Accrued liabilities 1,349,148
-----------
Total current liabilities 5,350,521
Long-term debt, excluding current installments 1,039,792
-----------
Total liabilities 6,390,313
-----------
Stockholders' equity:
Common stock, $100 par value, 4,000 shares authorized;
2 shares issued and outstanding 200
Retained earnings 5,013,908
-----------
Total stockholders' equity 5,014,108
-----------
Commitments, contingency and subsequent event
(notes 7, 8, 9 and 10)
-----------
Total liabilities and stockholders' equity $11,404,421
===========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
E.F. BURLINGHAM & SONS
AND SUBSIDIARY
Consolidated Statement of Operations and Retained Earnings
December 31, 1996
<TABLE>
<CAPTION>
<S> <C>
Net sales $35,642,155
Cost of sales 29,331,558
-----------
Gross profit 6,310,597
Operating expenses 4,364,929
-----------
Income from operations 1,945,668
-----------
Other income (expense):
Interest expense (167,275)
Interest income 29,090
Royalty income 51,459
Other 7,309
-----------
Total other income (expense) (79,417)
-----------
Income before income taxes 1,866,251
Income taxes 607,306
-----------
Net income 1,258,945
Retained earnings at beginning of year 3,754,963
-----------
Retained earnings at end of year $ 5,013,908
===========
Net income per share $629,472.50
===========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
E.F. BURLINGHAM & SONS
AND SUBSIDIARY
Consolidated Statement of Cash Flows
December 31, 1996
<TABLE>
<CAPTION>
<S> <C>
Cash flows from operating activities:
Net income $ 1,258,945
Adjustments to reconcile net income to net cash provided by operations:
Amortization 53,124
Depreciation 143,244
Deferred income tax 508,302
Gain on sale of property, plant and equipment (17,308)
Changes in assets and liabilities:
Accounts receivable (910,199)
Inventories (2,163,598)
Prepaid expenses and other current assets 79,804
Accounts payable 2,048,841
Accrued liabilities 583,741
-----------
Total adjustments 325,951
-----------
Net cash provided by operating activities 1,584,896
-----------
Cash flows from investing activities:
Purchases of property, plant and equipment (674,830)
Proceeds from sale of property, plant and equipment 70,703
-----------
Net cash used by investing activities (604,127)
-----------
Cash flows from financing activities:
Advances under line of credit 3,041,232
Repayments under line of credit (3,041,232)
Repayments on long-term debt (1,364,030)
Net cash used by financing activities (1,364,030)
Net decrease in cash (383,261)
Cash and cash equivalents at beginning of year 1,328,756
-----------
Cash and cash equivalents at end of year $ 945,495
===========
Supplemental cash flow information:
Interest paid $ 165,096
===========
Income taxes paid $ 52,243
===========
Non-cash financing activities - reduction of
stock redemption note $ 347,146
===========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
E.F. BURLINGHAM & SONS
AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 1996
(1) Summary of Significant Accounting Policies
------------------------------------------
(a) Principles of Consolidation
---------------------------
The accompanying consolidated financial statements include the
accounts of E.F. Burlingham & Sons and its wholly owned subsidiary,
G.W. Burlingham, Inc. (collectively the "Company"). All significant
intercompany accounts have been eliminated.
(b) Business Operations
-------------------
The Company is a certified grass seed distributor that purchases seed,
principally from growers in Oregon, and sells to customers
throughout the United States and in foreign countries. G.W.
Burlingham, Inc. is a foreign sales company ("FSC"), incorporated in
Guam, whose sole function is to sell grass seed purchased from E.F.
Burlingham & Sons to foreign customers.
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.
(c) Cash and Cash Equivalents
-------------------------
It is the Company's policy to include in cash and cash equivalents,
investments in short-term commercial paper and bankers' acceptances
with maturities of less than 30 days.
(d) Inventories
-----------
Inventories, primarily consisting of seed products and supplies, are
stated at the lower of cost or market. Cost is determined using the
average cost method.
(e) Depreciation
------------
Depreciation of property, plant and equipment is provided over the
estimated useful lives of the respective assets ranging between 3 to
40 years using straight-line and accelerated methods.
(Continued)
<PAGE>
2
E.F. BURLINGHAM & SONS
AND SUBSIDIARY
Notes to Consolidated Financial Statements
(f) Intangible Assets
-----------------
Intangible assets consist of goodwill and covenants not to compete.
Goodwill represents the unallocated portion of the purchase price of
McCarthy-Burlingham Research Farm, Inc., which was merged with the
Company in 1995. Goodwill is being amortized over twenty years using
the straight-line method. The covenant not to compete represents the
agreement between the current and former owners upon the sale of the
Company in May of 1994. The agreement is for a 12-year period and is
being amortized over this period using the straight-line method.
(g) 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.
(h) Revenue Recognition
-------------------
The Company recognizes revenue on sales of their products when the
products are shipped to customers and title passes. Revenue is
reduced by a reserve for estimated returns.
The Company had foreign sales of $8,781,073 in 1996.
(i) 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
$344,327.
(Continued)
<PAGE>
3
E.F. BURLINGHAM & SONS
AND SUBSIDIARY
Notes to Consolidated Financial Statements
(2) Property, Plant and Equipment
-----------------------------
A summary of property, plant, and equipment at December 31, 1996 is as
follows:
<TABLE>
<CAPTION>
Useful lives
-------------
<S> <C> <C>
Land - $ 242,211
Buildings 7 to 40 years 1,053,338
Equipment 3 to 10 years 1,046,747
-----------
2,342,296
Less accumulated depreciation (1,144,026)
-----------
Net property, plant and equipment $ 1,198,270
===========
(3) Intangible Assets
-----------------
A summary of intangible assets at December 31, 1996 is as follows:
Goodwill $ 1,062,479
Covenant not to compete 630,000
-----------
1,692,479
Less accumulated amortization 232,165
-----------
Net intangible assets $ 1,460,314
===========
</TABLE>
(4) Line of Credit
---------------
The Company has a bank line of credit of $2,700,000. The interest rate on
this credit line is at prime (8.25 percent at December 31, 1996).
Borrowings against this line of credit are secured by substantially all
of the Company's assets. There were no amounts outstanding under the line
of credit at December 31, 1996.
(5) Long-term Debt
--------------
<TABLE>
<CAPTION>
Long-term debt at December 31, 1996 consists of the following:
<S> <C>
Stock redemption note $ 761,491
Covenant not to compete liability 486,375
----------
1,247,866
Less current installments (208,074)
----------
Long-term debt, excluding current installments $1,039,792
==========
</TABLE>
(Continued)
<PAGE>
E.F. BURLINGHAM & SONS
AND SUBSIDIARY
Notes to Consolidated Financial Statements
The stock redemption note bears interest at the rate of 6 percent per annum
and is payable in twelve equal annual payments, including interest, of
$232,149 due on May 1 of each year. The Company may defer payments under
certain circumstances but the unpaid principal portion so deferred may
not exceed $464,299. This note is secured by a pledge of the two shares
of outstanding common stock of the Company. In addition to the required
annual payment due on May 1, 1996, the Company prepaid $600,000 of
principal on this note during the year. The holder of the stock
redemption note also agreed to reduce the balance owed by $347,146 during
1996 offsetting a settlement made by the Company with respect to
royalties payable for periods prior to the stock redemption.
Subsequent to December 31, 1996, the Company paid $843,800, the remaining
balance on the stock redemption note, and the shares securing the note
were released.
Required payments on the covenant not to compete liability are as follows:
<TABLE>
<CAPTION>
Year ending December 31, Amount
------------------------ ------
<S> <C>
1997 $ 52,500
1998 52,500
1999 52,500
2000 52,500
2001 52,500
Thereafter 223,875
--------
$486,375
========
</TABLE>
(6) Income Taxes
------------
<TABLE>
<CAPTION>
Income tax expense consists of the following:
<S> <C>
Current:
Federal $ 69,693
State 29,311
--------
99,004
--------
Deferred:
Federal 408,941
State 99,361
--------
508,302
--------
Total $607,306
========
</TABLE>
(Continued)
<PAGE>
5
E.F. BURLINGHAM & SONS
AND SUBSIDIARY
Notes to Consolidated Financial Statements
The actual income tax expense for 1996 differs from the "expected" tax
expense (computed by applying the U.S. federal corporate tax rate of 34
percent to earnings before income taxes) as follows:
<TABLE>
<CAPTION>
<S> <C>
Computed "expected" tax expense $634,525
Officers' life insurance 7,176
Meals and entertainment 3,094
Goodwill 18,062
State income tax benefit (43,748)
Tax benefit from foreign sales corporation (8,035)
Other (3,768)
--------
$607,306
=======
</TABLE>
The tax effects of temporary differences that give rise to significant
portions of the deferred tax asset are as follows:
<TABLE>
<CAPTION>
<S> <C>
Covenant not to compete $ 62,762
Deferred compensation 103,090
--------
Total gross deferred tax assets 165,852
Less valuation allowance -
--------
Net deferred tax assets $165,852
========
</TABLE>
Based on the Company's historical and current pre-tax earnings, management
believes it is more likely than not that the Company will realize the
benefit of these deductible temporary differences
(7) Lease Commitment
----------------
The Company leases automobiles and telephone equipment under operating
leases. Rental expense under these leases totaled $15,806 in 1996. These
leases expire in 1997. Minimum required lease payments are approximately
$9,700 in 1997.
(Continued)
<PAGE>
6
E.F. BURLINGHAM & SONS
AND SUBSIDIARY
Notes to Consolidated Financial Statements
(8) 401 (K) Employee Savings Plan
-----------------------------
The Company has a 401(k) savings plan which permits employer contributions
at the discretion of the Board of Directors. The amount of contributions
by the employer is limited based on a discretionary formula which may not
exceed 15 percent of an employee's annual compensation. Employees qualify
for enrollment upon having one year of continuous service. The Company
made no employer contributions for the year ended December 31, 1996. The
plan is cancelable at the option of the Company.
(9) Employees Profit Sharing Plan
-----------------------------
The Company maintains a profit sharing plan for the benefit of its
employees. The Company's contributions are made from its current
accumulated profit for each plan year as determined annually by its Board
of Directors. The Board of Directors, in its sole discretion, may choose
to make contributions without regard to its current or accumulated profit
for the plan year. Employees are eligible for the plan upon having one
year of continuous service. The Company made contributions to the plan of
$75,000 in 1996. The plan can be terminated at the option of the Company.
(10) Subsequent Event
----------------
Effective April 1, 1997, AgriBioTech, Inc. ("ABT") acquired all of the
capital stock of the Company for a purchase price of $9,600,000. The
Company became, and continues to be, a wholly owned subsidiary of ABT.
The transaction was recorded using the purchase method of accounting.
<PAGE>
E. F. BURLINGHAM & SONS
AND SUBSIDIARY
Consolidated Balance Sheet
March 31, 1997
(Unaudited)
Assets
------
<TABLE>
<CAPTION>
Current assets:
<S> <C>
Cash $ 388,280
Trade accounts receivable, less allowance for doubtful
receivables 3,782,856
Inventories 4,010,608
----------
Total current assets 8,181,744
Property, plant and equipment, at cost, net 1,165,042
Intangible assets, net of accumulated amortization 1,432,908
Other assets, at cost 198,101
----------
$ 10,977,795
==========
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
Accounts payable $ 3,132,915
Accrued liabilities 961,757
Current installments of long-term debt 208,074
Short-term debt 165,118
-----------
Total current liabilities 4,467,864
Long-term debt, excluding current
installments 1,025,667
----------
Total liabilities 5,493,531
----------
Stockholder's equity:
Common stock 200
Retained earnings 5,484,064
----------
Total stockholders' equity 5,484,264
----------
</TABLE>
$ 10,977,795
==========
See accompanying notes to consolidated financial statements.
<PAGE>
E.F. BURLINGHAM & SONS
AND SUBSIDIARY
Consolidated Statements 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 $9,774,996 9,011,620
Cost of sales 7,963,940 7,677,044
---------- ----------
Gross profit 1,811,056 1,334,576
Operating expenses 1,035,499 904,126
---------- ----------
Income from operations 775,557 430,450
Interest expense 23,751 46,716
---------- ----------
Income before income taxes 751,806 383,734
Income taxes 281,650 124,873
---------- ----------
Net income 470,156 258,861
Retained earnings at beginning of period 5,013,908 3,754,962
---------- ----------
Retained earnings at end of period $5,484,064 4,013,823
========== ==========
Earnings per share $ 235,078 129,430
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
E.F. BURLINGHAM & SONS
AND SUBSIDIARY
Consolidated 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 $ 470,156 258,861
----------- ----------
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 60,076 55,906
Changes in assets and liabilities:
Trade accounts receivable (1,389,661) (2,410,612)
Inventories 1,178,479 822,541
Accounts payable (660,384) (371,199)
Accrued liabilities (387,391) (161,573)
Other 19,959 23,260
----------- ----------
Total adjustments (1,178,922) (2,041,677)
----------- ----------
Net cash flows from operating activities (708,766) (1,782,816)
----------- ----------
Cash flows from investing activities - (additions to) reductions of
property, plant and equipment 558 (63,292)
----------- ----------
Cash flows from financing activities:
Reductions of long-term debt (14,125) (323,893)
Increases in short-term debt 165,118 332,758
----------- ----------
Net cash flows from financing activities 150,993 8,865
----------- ----------
Net increase (decrease) in cash (557,215) (1,837,243)
Cash at beginning of period 945,495 1,902,682
----------- ----------
Cash at end of period $ 388,280 65,439
=========== ==========
Supplemental cash flow information:
Interest paid $ 1,605 3,356
=========== ==========
Income taxes paid (refunded) $ - (26,559)
=========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
E.F. BURLINGHAM & SONS
AND SUBSIDIARY
Notes to Consolidated Financial Statements
March 31, 1997 and 1996
(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 three-month periods ended March 31, 1997 and 1996. 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);
W-L RESEARCH, INC. AND GERMAIN'S, INC.
(COLLECTIVELY W-L/G); AND
E.F. BURLINGHAM & SONS
AND SUBSIDIARY (EFB)
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 and EFB 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 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. The pro forma combined financial
information should be read in conjunction with the historical statements.
<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); AND
E.F. BURLINGHAM & SONS
AND SUBSIDIARY (EFB)
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) Adjustments combined
----------- ------------
<S> <C> <C> <C>
Revenues 31,126,896 (171,859) 82,242,714
Cost of sales 26,199,376 (171,859) 65,166,260
---------- --------- -----------
Gross profit 4,927,520 - 17,076,454
(383,140)(J)
Operating expenses 4,516,608 (1,272,425)(C) 21,705,001
---------- ---------- -----------
Income (loss) from operations 410,912 1,655,565 (4,628,547)
Other income (expense) (123,448) (1,882,106)(D) (3,128,545)
--------- ---------- -----------
Net earnings (loss) 287,464 (226,541) (7,757,092)
========= ========== ===========
Shares of common stock used in computing 297,827 (E) 7,756,421
loss per share ========== ===========
$(1.00)
Net (loss) per share ===========
</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); AND
E.F. BURLINGHAM & SONS
AND SUBSIDIARY (EFB)
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) Adjustments combined
------------ ---------- ----------- ------------- ----------
<S> <C> <C> <C> <C> <C>
Revenues $41,164,828 2,671,772 31,040,752 (668,881) 74,208,471
Cost of sales 31,005,534 1,816,236 25,439,688 (668,881) 57,592,577
----------- --------- ---------- --------- ----------
Gross profit 10,159,294 855,536 5,601,064 -- 16,615,894
(309,276)(J)
---------
Operating expenses 10,814,219 1,014,557 3,383,987 (44,878)(C) 14,858,609
----------- --------- ---------- --------- ----------
Income (loss) from operations (654,925) (159,021) 2,217,077 354,154 1,757,285
Other income (expense) (534,001) 57,075 (7,314) (891,668)(D) (1,375,908)
----------- --------- ---------- --------- ----------
Net earnings (loss) $(1,188,926) (101,946) 2,209,763 (537,514) 381,377
=========== ========= ========== ======== ==========
Shares of common stock used in 13,301,201 13,301,201
computing loss per share =========== ==========
Net earnings (loss) per share $(0.09) 0.03
=========== ==========
</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); and
E.F. BURLINGHAM & SONS
and SUBSIDIARY (EFB)
Pro Forma Combined Balance Sheet
(Unaudited)
March 31, 1997
<TABLE>
<CAPTION>
Pro forma
ABT(G) EFB(G) Adjustments Combined
---------- ---------- ------------- ----------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 644,411 388,280 1,032,691
Accounts receivable 18,266,638 3,782,856 (255,206) (H) 21,794,288
Inventories 20,092,607 4,010,608 (15,636) (I) 24,087,579
Other 368,995 - 368,995
------------ ---------- ---------- -----------
Total current assets 39,372,651 8,181,744 (270,842) 47,283,553
Property, plant and equipment, net 12,783,273 1,165,042 1,071,768 (I) 15,020,083
Intangible assets, net of accumulated amortization 2,266,965 1,432,908 3,817,456 (I) 7,517,329
Investment in associated entity, at equity 783,577 - 783,577
Other assets 83,889 198,101 (165,852) (I) 116,138
------------ ---------- ---------- -----------
Total assets $ 55,290,355 10,977,795 4,452,530 70,720,680
============ ========== ========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt $ 15,047,493 165,118 10,200,000 (I) 25,412,611
Current installments of long-term debt 639,436 56,500 695,936
Accounts payable 10,562,330 3,132,915 (255,206) (H) 13,440,039
Accrued liabilities 1,267,166 714,321 (8,000) (I) 1,973,487
------------ ---------- ---------- -----------
Total current liabilities 27,516,425 4,068,854 9,936,794 41,522,073
Long-term debt, excluding current installments 1,717,725 1,424,677 3,142,402
------------ ---------- ---------- -----------
Total liabilities 29,234,150 5,493,531 9,936,794 44,664,475
------------ ---------- ---------- -----------
Stockholders' equity:
Preferred stock 2 - 2
Common stock 19,830 200 (200) (I) 19,830
Capital in excess of par value 36,936,615 - 36,936,615
Accumulated (deficit) (10,900,242) 5,484,064 (5,484,064) (I) (10,900,242)
------------ ---------- ---------- -----------
Total stockholders' equity 26,056,205 5,484,264 (5,484,264) 26,056,205
------------ ---------- ---------- -----------
Total liabilities and stockholders' equity $ 55,290,355 10,977,795 4,452,530 70,720,680
============ ========== ========== ===========
</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); AND
E.F. BURLINGHAM & SONS
AND SUBSIDIARY (EFB)
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
and EFB 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 column 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 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 column
reflect their accounts as of March 31, 1997.
<PAGE>
(H) To eliminate intercompany balances.
(I) To reflect the application of purchase acocunting to the EFB acquistion.
(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: July 29, 1997 By: /s/ Henry A. Ingalls
--------------------- ----------------------
Henry A. Ingalls,
