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 hereunto duly authorized.
IGENE Biotechnology, Inc.
Unaudited Pro Forma Consolidated Balance Sheets
March 31, Pro Forma March 31,
2003 Adjustments(1) 2003
------------ --------------- ------------
(Historical) (Proforma)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 117,891 $ --- $ 117,891
Accounts receivable, net 216,794 --- 216,794
Inventory 549,101 --- 549,101
Prepaid expenses
and other current assets 221,871 --- 221,871
Investment in Joint Venture --- 12,300,000 (2) 12,300,000
Deferred costs, current portion 74,160 (74,160)(2) ---
------------ ------------ ------------
1,179,817 12,225,840 13,405,657
OTHER ASSETS
Property and equipment, net 186,663 --- 186,663
Deferred costs, net 158,624 (158,624)(2) ---
Equipment deposits 199,685 --- 199,685
Loans receivable from manufacturing agent 317,550 --- 317,550
Other assets 4,886 --- 4,886
------------ ------------ ------------
TOTAL ASSETS $ 2,047,225 $ 12,067,216 $ 14,114,441
============ ============ ============
The accompanying notes are an integral part of the proforma financial statements.
IGENE Biotechnology, Inc.
Unaudited Pro Forma Consolidated Balance Sheets
(continued)
March 31, Pro Forma March 31,
2003 Adjustments(1) 2003
------------ --------------- ------------
(Historical) (Proforma)
LIABILITIES, REDEEMABLE PREFERED STOCK
AND STOCKHOLDERS' (DEFICIT)EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 376,088 $ --- $ 376,088
Notes payable - directors 350,000 --- 350,000
Equipment lease payable 3,590 --- 3,590
------------ ------------ ------------
TOTAL CURRENT LIABILITIES 729,678 --- 729,678
LONG-TERM LIABILITIES
Notes payable 6,043,659 --- 6,043,659
Convertible debentures 4,814,212 --- 4,814,212
Equipment lease payable, net of current portion 1,205 --- 1,205
Accrued interest 2,865,810 --- 2,865,810
------------ ------------ ------------
TOTAL LIABILITIES 14,454,564 --- 14,454,564
------------ ------------ ------------
COMMITMENTS AND CONTINGENCIES
REDEEMABLE PREFERRED STOCK
Carrying amount of redeemable preferred
stock, 8% cumulative, convertible,
voting, series A, $.01 par value per
share. Stated value was $ 17.28. Authorized
1,312,500 shares, issued 26,155 shares 451,959 --- 451,959
------------ ------------ ------------
Carrying amount of redeemable preferred stock,
8% cumulative, convertible, voting, series B,
$.01 par value per share. Stated value $8.00 per share.
Authorized, issued and outstanding 187,000 shares.
Redemption amount $1,500,000 1,500,000 --- 1,500,000
------------ ------------ ------------
STOCKHOLDERS' (DEFICIT)EQUITY
Common stock --- $.01 par value per share.
Authorized 750,000,000 shares;
issued and outstanding 86,524,457. 865,245 --- 865,245
Additional paid-in capital 22,252,128 12,067,216 34,319,344
(Deficit)Equity (37,476,671) --- (37,476,671)
------------ ------------ ------------
TOTAL STOCKHOLDERS' (DEFICIT)EQUITY (14,359,298) 12,067,216 (2,292,082)
------------ ------------ ------------
TOTAL LIABILITIES AND
STOCKHOLDERS' (DEFICIT)EQUITY $ 2,047,225 $ 12,067,216 $ 14,114,441
============ ============ ============
The accompanying notes are an integral part of the proforma financial statements.
IGENE Biotechnology, Inc.
Notes to Unaudited Pro Forma Consolidated Balance Sheet
1. Basis of Presentation
| | The following summary of pro forma adjustments is based on available information and certain estimates and assumptions. Therefore, the actual adjustments will differ from the pro forma adjustments. Igene believes that such assumptions provide a reasonable basis for presenting the significant effects of the joint venture and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the balance sheet. |
2. Adjustments to the Unaudited Pro Forma Consolidated Balance Sheet
| | The Unaudited Pro Forma Consolidated Balance Sheet gives effect to following transaction; Igene Biotechnology, Inc. (the “Company”) entered into a Joint Venture Agreement with Tate & Lyle Fermentation Products Ltd. (“Tate”) Pursuant to the Joint Venture Agreement, the Company and Tate agreed to form a joint venture (the “Joint Venture”) to manufacture, market and sell Astaxanthin and derivative products throughout the world for all uses other than as a Nutraceutical or otherwise for direct human consumption. Tate has agreed to contribute $24,600,000 in cash to the Joint Venture, while the Company has agreed to transfer to the Joint Venture its technology relating to the production of Astaxanthin and assets related thereto. These assets will continue to be used by the Joint Venture in the same manner as historically used by the Company. Each of the Company and Tate will have a 50% ownership interest in the Joint Venture and will have equal representation on the Board of Directors of the Joint Venture. The value of the Company’s technology investment was deemed equivalent to cash contribution of Tate & Lyle. Unamortized production costs were contributed to the Joint Venture reducing the adjustment to paid in capital. |
