<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 30, 1998
--------------
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) Ident. No.)
120 Corporate Park Drive, Henderson, Nevada 89014
-------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(702) 566-2440
----------------------------------------------
Registrant's telephone number, including area code
<PAGE>
EXPLANATORY NOTE
This Current Report on Form 8-K ("Form 8-K") for June 30, 1998 of
AgriBioTech, Inc., a Nevada corporation (the "Company") is submitted in order to
provide the pro forma financial information required pursuant to Article 11 of
Regulation S-X for the period ended June 30, 1998 under Item 5 of Form 8-K.
-2-
<PAGE>
Item 5: Other Events
AGRIBIOTECH, INC.
Pro Forma Combined Financial Information
(Unaudited)
The following pro forma combined summary of operations combines the results of
operations of AgriBioTech, Inc. ("ABT"), Lofts Seed, Inc. and Budd Seed, Inc.
(collectively "Lofts"), Seed Corporation of America and Green Seed Company
Limited Partnership (collectively "SeedCo"), and other individually
insignificant acquisitions since July 1, 1997 (collectively "Other
Acquisitions") as if all acquisitions occurred at the beginning of the period
presented. The pro forma combined summary of operations reflects known changes
resulting from the acquisitions but does not reflect impacts of any changes in
operations, anticipated efficiencies and synergies from consolidation. All such
acquisitions are included in ABT's consolidated balance sheet at June 30, 1998,
so no pro forma balance sheet is presented.
The pro forma combined financial information does not purport to represent
what ABT's results of operations would actually have been if such transactions
had, in fact, occurred on July 1, 1997 and are not necessarily representative of
ABT's results of operation for any future period. The pro forma combined
financial information should be read in conjunction with the historical
financial statements of ABT, Lofts and SeedCo previously filed with the
Securities and Exchange Commission.
-3-
<PAGE>
AGRIBIOTECH, INC. ("ABT");
PRO FORMA COMBINED SUMMARY OF OPERATIONS
(UNAUDITED)
YEAR ENDED JUNE 30, 1998
<TABLE>
<CAPTION>
Other
Acquistions Pro Forma
ABT (A) Lofts (A) SeedCo (A) (A) Adjustments combined
-------------- ------------- -------------- ------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Net sales $205,117,007 $39,022,000 $16,401,233 $61,691,977 $(11,303,476) (E) $310,928,741
Cost of sales 157,796,888 28,315,773 12,693,089 49,644,445 (11,303,476) (E) 237,323,871
27,152 (G)
150,000 (E)
------------ ----------- ----------- ----------- ------------- ------------
Gross profit 47,320,119 10,706,227 3,708,144 12,047,532 (177,152) 73,604,870
Operating expenses 47,579,105 10,318,757 4,048,483 12,964,821 2,830,824 (B) 73,664,869
(3,368,121) (F)
(709,000) (H)
------------ ----------- ----------- ----------- ------------- ------------
Income (loss) from
operations (258,986) 387,470 (340,339) (917,289) 1,069,145 (59,999)
Other income (expense) (2,261,273) (679,000) 295,005 437,600 1,943,303 (C) (264,365)
------------ ----------- ----------- ----------- ------------- ------------
Earnings (loss) before
income taxes (2,520,259) (291,530) (45,334) (479,689) 3,012,448 (324,364)
Income tax
expense (benefit) (2,907,500) - - 55,252 203,909 (I) 2,648,339
------------ ----------- ----------- ----------- ------------- ------------
Net earnings (loss) 387,241 (291,530) (45,334) (534,941) 2,808,539 2,323,975
Discount and imputed
dividends on preferred stock 84,100 - - - - 84,100
------------ ----------- ----------- ----------- ------------- ------------
Net earnings (loss)
attributable to
common stock $ 303,141 $ (291,530) $ (45,334) $ (534,941) $ 2,808,539 $ 2,239,875
============ =========== =========== =========== ============= ============
Shares of common stock used
in computing loss per
share:
Basic 30,077,693 7,367,859 (D) 37,445,552
Diluted 32,061,546 7,367,859 (D) 39,429,405
============ ========== ============
Net earnings (loss) per
common share:
Basic $ 0.01 $ 0.06
Diluted 0.01 0.06
============ ============
</TABLE>
-4-
<PAGE>
AGRIBIOTECH, INC.
Notes to Pro Forma Combined Financial Information
(Unaudited)
(A) The year ended June 30, 1998 for ABT includes the operations of Lofts and
SeedCo for the period from January 1, 1998 through June 30, 1998, and the
operations of Other Acquisitions for the period from their respective
acquisition dates through June 30, 1998. The amounts under the Lofts and
SeedCo columns are for the six-month period ended December 31, 1997. The
amounts in the Other Acquisitions column include such acquisitions for
periods not included in the ABT column. The amounts for Lofts include its
affiliates with intercompany transactions having been eliminated.
(B) To reflect depreciation of property, plant and equipment and amortization
of intangible assets based on market value adjustments in connection with
applying purchase accounting. Intangible assets resulting from the
application of purchase accounting include goodwill (amortized over 10
to 40 years, with a weighted average of 28 years) and covenants not to
compete (amortized over 6 to 8 years).
(C) To adjust interest expense for the cash purchase price of the acquisitions.
The pro forma amounts assume that payments required to be made in the
acquisitions would be obtained through approximately $83.2 million of
proceeds from the sale of the Company's common stock in private placement
transactions from December 1997 through August 1998 and the balance of
$10.9 million from the Company's existing or similar short-term credit
facilities. Interest expense was computed using an interest rate of 8.5%.
(D) To reflect the impact on average shares outstanding of shares of ABT common
stock issued in connection with the acquisitions (2,108,456) and private
placements (5,259,403) of the Company's common stock as if they had been
outstanding for the entire period.
(E) To eliminate intercompany sales and other revenue.
(F) Prospective reductions in compensation of former owners of acquired
entities, employee benefits, management fees, and property rent resulting
from employment agreements, property purchased directly from former owners
and other contractual arrangements entered into in connection with
acquisitions.
(G) Impact of using the first-in, first-out method of accounting for inventory
accounted for using the last-in, first-out method prior to acquisition.
(H) Acquisition costs expensed by acquired entities that are not applicable to
ongoing operations.
(I) Reflects adjustment to income taxes on pro forma combined earnings before
income taxes adjusted for nondeductible goodwill amortization.
-5-
<PAGE>
SIGNATURE
---------
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: October 26, 1998
/s/ Henry A. Ingalls
__________________________________
Henry A. Ingalls,
Vice President
-6-
