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<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 2
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 28, 1998
----------------
AgriBioTech, Inc.
-----------------
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
Nevada 0-19352 85-0325742
-------- --------- ------------
<S> <C> <C>
(State or Other Jurisdiction (Commission File Number) (IRS Employer Ident. No.)
of Incorporation)
</TABLE>
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 Amendment No. 2 on Form 8-K/A to the Current Report on Form 8-K ("Form
8-K") for August 28, 1998 of AgriBioTech, Inc., a Nevada Corporation ("the
Company") is submitted in order to provide additional pro forma financial
information and reflect adjustments to pro forma information previously filed.
Therefore, the Company hereby amends its Form 8-K in accordance with Rule 12b-15
under the Securities Exchange Act of 1934. This amendment does not restate any
of the Company's historical financial information.
2
<PAGE>
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"), Oseco Inc. ("Oseco"), Allied Seed
Division of Agway, Inc. ("Allied"), and other individually insignificant
acquisitions since July 1, 1997 (collectively "Other Acquisitions") as if all
acquisitions occurred at the beginning of the periods 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.
The pro forma combined summary balance sheet as of June 30, 1998 reflects ABT's
consolidated balance sheet as of June 30, 1998 combined with the balance sheets
of Oseco, Allied, and Other Acquisitions to the extent such acquisitions
occurred after June 30, 1998, as if such acquisitions occurred as of June 30,
1998. All such acquisitions are reflected in ABT's consolidated balance sheet
included in its Form 10-Q for the quarter ended September 30, 1998.
The pro forma combined financial information does not purport to represent what
ABT's financial position or results of operations would actually have been if
such transactions had, in fact, occurred on the above dates and are not
necessarily representative of any future period. The pro forma adjustments are
based on preliminary estimates, available information, and certain assumptions
that management deems appropriate and may be revised as additional information
becomes available. The pro forma combined financial information should be read
in conjunction with the historical financial statements of ABT, Lofts, SeedCo,
Oseco, and Allied 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>
ABT (A) Lofts (A) SeedCo (A) Oseco (A) Allied Seed (A)
------------ ----------- ----------- ----------- ---------------
<S> <C> <C> <C> <C> <C>
Net sales $205,117,007 $39,022,000 $16,401,233 $10,898,808 $22,424,452
Cost of sales 157,796,888 28,315,773 12,693,089 7,303,517 19,244,757
------------ ----------- ----------- ----------- -----------
Gross profit 47,320,119 10,706,227 3,708,144 3,595,291 3,179,695
Operating expenses 47,579,105 10,318,757 4,048,483 2,845,695 1,740,747
------------ ----------- ----------- ----------- -----------
Income (loss) from operations (258,986) 387,470 (340,339) 749,596 1,438,948
Other income (expense) (2,261,273) (679,000) 295,005 - (297,360)
------------ ----------- ----------- ----------- -----------
Earnings (loss) before income taxes (2,520,259) (291,530) (45,334) 749,596 1,141,588
Income tax expense (benefit) (2,907,500) - - 407,468 455,330
------------ ----------- ----------- ----------- -----------
Net earnings (loss) 387,241 (291,530) (45,334) 342,128 686,258
Discount and imputed dividends on
preferred stock 84,100 - - - -
------------ ----------- ----------- ----------- -----------
Net earnings (loss) attributable to
common stock $ 303,141 $ (291,530) $ (45,334) $ 342,128 $ 686,258
============ =========== =========== =========== ===========
Shares of common stock used in
computing loss per share:
Basic 30,077,693
Diluted 32,061,546
============
Net earnings (loss) per common share:
Basic $ 0.01
Diluted 0.01
============
<CAPTION>
Other Pro Forma
Acquisitions (A) Adjustments combined
--------------- ------------- -------------
<S> <C> <C> <C>
Net sales $ 152,243,298 $ (16,984,670) (E) $ 409,470,680
(19,651,448) (N)
Cost of sales 123,343,749 (16,984,670) (E) 316,423,792
27,152 (G)
150,000 (E)
(15,466,463) (N)
-------------- ------------- -------------
Gross profit 28,899,549 (4,362,137) 93,046,888
Operating expenses 29,092,494 5,456,725 (B) 92,377,535
(3,867,216) (F)
(709,000) (H)
(4,128,255) (N)
-------------- ------------- -------------
Income (loss) from operations (192,945) (1,114,391) 669,353
Other income (expense) 296,976 (2,383,571) (C) (5,104,677)
(75,454) (N)
-------------- ------------- -------------
Earnings (loss) before income taxes 104,031 (3,573,416) (4,435,324)
Income tax expense (benefit) 71,209 (934,007) (I) (2,907,500)
-------------- ------------- -------------
Net earnings (loss) 32,822 (2,639,409) (1,527,824)
Discount and imputed dividends on
preferred stock - - 84,100
-------------- ------------- -------------
Net earnings (loss) attributable to
common stock $ 32,822 $ (2,639,409) $ (1,611,924)
============== ============= =============
Shares of common stock used in
computing loss per share:
Basic 7,708,364 (D) 37,786,057
Diluted 7,708,364 (D) 37,786,057
(1,983,853)(D)
============= =============
Net earnings (loss) per common share:
Basic $ (0.04)
Diluted (0.04)
=============
</TABLE>
See accompanying notes to pro forma combined financial information.
4
<PAGE>
AGRIBIOTECH, INC. ("ABT");
Pro Forma Combined Summary of Operations
(Unaudited)
Three months ended September 30, 1998
<TABLE>
<CAPTION>
Other
ABT (O) Oseco (O) Allied Seed (O) Acquistions (O) Adjustments
------- --------- --------------- --------------- -----------
<S> <C> <C> <C> <C> <C>
Net sales $89,601,608 $946,770 $ 727,025 $6,941,068 $ (499,683) (E)
(1,009,545) (N)
Cost of sales 65,830,110 591,763 707,795 5,968,985 (499,683) (E)
(906,960) (N)
----------- -------- --------- ---------- -----------
Gross profit 23,771,498 355,006 19,231 972,083 (102,585)
Operating expenses 21,225,289 408,125 363,815 1,582,196 262,657 (B)
(19,000) (F)
(465,060) (N)
----------- -------- --------- ---------- -----------
Income (loss) from operations 2,546,209 (53,119) (344,585) (610,113) 118,819
Other income (expense): (1,871,349) - (41,437) (239,014) (460,691) (C)
65,635 (N)
----------- -------- --------- ---------- -----------
Earnings (loss) before income taxes 674,860 (53,119) (386,022) (849,127) (276,238)
Income tax expense (benefit) 341,634 - (341,634) (I)
----------- -------- --------- ---------- -----------
Net earnings (loss) 333,226 (53,119) (386,022) (849,127) 65,396
Discount and imputed dividends on
preferred stock - -
----------- -------- --------- ---------- -----------
Net earnings (loss) attributable to
common stock $ 333,226 $(53,119) $(386,022) $ (849,127) $ 65,396
=========== ======== ========= ========== ===========
Shares of common stock used in
computing loss per share:
Basic 38,086,413 331,492 (D)
Diluted 41,328,601 331,492 (D)
(3,242,188) (D)
=========== ===========
Net earnings (loss) per common share:
Basic $ 0.01
Diluted 0.01
===========
<CAPTION>
Pro Forma
combined
--------
<S> <C>
Net sales 96,707,243
Cost of sales 71,692,010
-----------
Gross profit 25,015,233
Operating expenses 23,358,022
-----------
Income (loss) from operations 1,657,211
Other income (expense): (2,546,857)
-----------
Earnings (loss) before income taxes (889,646)
Income tax expense (benefit) -
-----------
Net earnings (loss) (889,646)
Discount and imputed dividends on
preferred stock -
-----------
Net earnings (loss) attributable to
common stock $ (889,646)
===========
Shares of common stock used in
computing loss per share:
Basic 38,417,905
Diluted 38,417,905
===========
Net earnings (loss) per common share:
Basic $ (0.02)
Diluted (0.02)
===========
</TABLE>
See accompanying notes to pro forma combined financial information.
<PAGE>
AGRIBIOTECH, INC. ("ABT");
Pro Forma Combined Balance Sheet
(Unaudited)
June 30, 1998
<TABLE>
<CAPTION>
ABT (J) Oseco (J) Allied Seed (J)
------------- ----------- ---------------
<S> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 2,700,846 $ 788,947 $ 59,994
Accounts receivable 39,503,262 1,215,618 1,039,625
Deferred income taxes 1,339,709 52,006
Inventories 58,609,554 1,840,437 2,337,692
Other 1,673,903 53,893 38,256
------------- ----------- ----------
Total current assets 103,827,274 3,898,895 3,527,573
Property, plant and equipment, net 47,964,522 1,102,273 780,185
Intangible assets, net of accumulated amortization 109,882,815
Investment in associated entity, at equity 818,182
Other 2,038,115 1,159
------------- ----------- ----------
Total assets $ 264,530,908 $ 5,002,327 $4,307,758
============= =========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt $ 50,329,614
Current installments of long-term obligations 3,251,846
Accounts payable 13,594,285 821,144 3,204,867
Accrued liabilities 11,251,757 167,036 416,633
------------- ----------- ----------
Total current liabilities 78,427,502 988,180 3,621,500
Long-term obligations, excluding current installments 11,029,022 3,010,000
Deferred income taxes 503,348 14,000 -
------------- ----------- ----------
Total liabilities 89,959,872 4,012,180 3,621,500
------------- ----------- ----------
Stockholders' equity:
Preferred stock
Common stock 37,203 70 686,258
Capital in excess of par value 186,571,673
Accumulated (deficit) (12,037,840) 990,077
------------- ----------- ----------
Total stockholders' equity 174,571,036 990,147 686,258
------------- ----------- ----------
Total liabilities and stockholders' equity $ 264,530,908 $ 5,002,327 $4,307,758
============= =========== ==========
<CAPTION>
Other Pro Forma
Acquisitions (J) Adjustments Combined
---------------- ----------- ------------
<S> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ (285,788) $ (59,994) (L) $ 3,204,005
Accounts receivable 15,117,603 (1,564,621) (L) 54,463,755
(847,732) (K)
Deferred income taxes 394,158 - 1,785,873
Inventories 13,454,435 (195,454) (L) 76,046,664
-
Other 480,505 (265,042) (L) 1,981,515
----------- ----------- -------------
Total current assets 29,160,913 (2,932,843) 137,481,812
Property, plant and equipment, net 6,586,150 8,863,538 (L) 65,296,668
Intangible assets, net of accumulated amortization 18,318 38,910,300 (L) 148,811,433
Investment in associated entity, at equity - - 818,182
Other 2,827,393 (1,098,014) (L) 3,768,653
----------- ----------- -------------
Total assets $38,592,774 $43,742,981 $ 356,176,748
=========== =========== =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt $12,421,744 $50,083,893 (L) $ 95,396,602
(17,438,649) (M)
Current installments of long-term obligations 517,679 - 3,769,525
Accounts payable 10,356,381 (2,570,494) (L) 24,558,451
- (847,732) (K)
Accrued liabilities 898,690 1,910,050 (L) 14,644,166
----------- ----------- -------------
Total current liabilities 24,194,494 31,137,068 138,368,744
Long-term obligations, excluding current installments 5,672,842 (3,195,000) (L) 16,516,864
Deferred income taxes 6,543 3,269,991 (L) 3,793,882
----------- ----------- -------------
Total liabilities 29,873,879 31,212,059 158,679,490
----------- ----------- -------------
Stockholders' equity:
Preferred stock - - -
Common stock 1,755,072 (2,441,059) (L) 39,297
- 1,753 (M)
Capital in excess of par value - 5,487,232 (L) 209,495,801
- 17,436,896 (M)
Accumulated (deficit) 6,963,823 (7,953,900) (L) (12,037,840)
----------- ----------- ------------
Total stockholders' equity 8,718,895 12,530,922 197,497,258
----------- ----------- ------------
Total liabilities and stockholders' equity $38,592,774 $43,742,981 $356,176,748
=========== =========== ============
</TABLE>
See accompanying notes to pro forma combined financial information.
6
<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
amount in the Oseco and Allied columns are for the twelve-month period
ended June 30, 1998. 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 27 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
$30.2 million from the Company's existing or similar short-term credit
facilities. Interest expense was computed using an average interest rate
of 8.5% for the year ended June 30, 1998 and 11.6% for the three months
ended September 30, 1998.
(D) To reflect the impact on average shares outstanding of shares of ABT common
stock issued in connection with the acquisitions (2,448,961 for the year
ended June 30, 1998 and 52,962 for the three months ended September 30,
1998) and private placements (5,259,403 for the year ended June 30, 1998
and 278,530 for the three months ended September 30, 1998) of the Company's
common stock as if they had been outstanding for the entire period. The
dilutive impacts of options and warrants included in ABT's historical
operations has been eliminated since there is a loss on a pro forma basis.
(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 loss before
income taxes adjusted for nondeductible goodwill amortization.
(J) The consolidated balance sheet of ABT as of June 30, 1998 includes the
accounts of Lofts and SeedCo. The amounts under the Oseco and Allied
columns reflect their accounts as of June 30, 1998.
7
<PAGE>
The amounts in the Other Acquisitions column include such acquisitions to
the extent not included in the ABT column.
(K) To eliminate intercompany balances.
(L) To reflect the application of purchase accounting (including elimination of
assets and liabilities of acquired businesses not subject to purchase
agreements) to the Oseco and Allied acquisitions and, to the extent
effective after June 30, 1998, the Other Acquisitions. The total purchase
price of $52.2 million was to be paid through the issuance of approximately
340,505 shares of the Company's common stock valued at approximately $5.5
million and cash of approximately $46.7 million.
(M) To reflect the sale of 1,752,820 shares of common stock and warrants to
purchase 886,410 shares of common stock and the application of the proceeds
therefrom used to fund acquisitions aggregating $17,438,649.
(N) To eliminate the operations of the fertilizer division of Willamette Seed
Company that when purchased on August 21, 1998 was intended to be sold. In
November 1998, the Company entered into a letter of intent to sell the
fertilizer division that is anticipated to be consummated in December 1998.
(O) The three months ended September 30, 1998 for ABT includes the operations
of Lofts and SeedCo for the entire period, the operations of Allied from
August 28, 1998 through September 30, 1998, the operations of Oseco from
September 1, 1998 through September 30, 1998, and the operations of Other
Acquisitions for the period from their respective acquisition dates through
September 30, 1998. The amounts in the Oseco, Allied and Other Acquisitions
columns include such acquisitions for periods from July 1, 1998 through
their respective acquisition dates.
8
<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: January 29, 1999 /s/ Henry A. Ingalls
---------------------
Henry A. Ingalls,
Vice President
9
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