DELTA AND PINE LAND COMPANY AND SUBSIDIARIES PRO FORMA CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in thousands, except share amounts) August 31, May 31, 1995 1996 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 8,192 $ 5,992 Receivables 5,252 81,129 Inventories 20,168 36,403 Prepaid expenses 1,159 1,215 Deferred income taxes 1,525 1,525 Total current assets 36,296 126,264 PROPERTY, PLANT and EQUIPMENT, net 41,091 50,428 NOTES RECEIVABLE FROM EMPLOYEES 833 421 EXCESS OF COST OVER NET ASSETS OF BUSINESSES ACQUIRED, net 1,463 5,988 INTANGIBLE ASSETS, net 3,236 3,260 OTHER ASSETS 4,623 4,561 $ 87,542 $ 190,922 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Notes payable $ 65 $ 19,437 Accounts payable 6,142 9,186 Accrued expenses 11,746 58,098 Income taxes payable 6,157 10,882 Total current liabilities 24,695 97,603 LONG-TERM DEBT 12,814 16,677 DEFERRED INCOME TAXES 2,173 3,726 STOCKHOLDERS' EQUITY: Convertible preferred stock, par value $0.10 per share; 2,000,000 shares authorized, 450,000 shares issued and outstanding - 45 Common stock, par value $0.10 per share; 50,000,000 shares authorized; 20,855,655 and 20,957,431 shares issued and outstanding 2,086 2,096 Capital in excess of par value 12,626 19,538 Retained earnings 32,751 51,027 Cumulative foreign currency translation 397 210 Total stockholders' equity 47,860 72,916 $ 87,542 $ 190,922 See Notes to Pro Forma Consolidated Financial Statements DELTA AND PINE LAND COMPANY AND SUBSIDIARIES PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE YEARS ENDED AUGUST 31, 1993, 1994 AND 1995 (In thousands, except per share amounts) AUGUST 31, AUGUST 31, AUGUST 31, 1993 1994 1995 NET SALES AND LICENSING FEES $ 77,605 $ 80,602 $ 97,976 COST OF SALES 43,368 46,073 51,001 GROSS PROFIT 34,237 34,529 46,975 OPERATING EXPENSES: RESEARCH AND DEVELOPMENT 4,413 5,495 6,260 SELLING 4,894 4,865 5,881 GENERAL AND ADMINISTRATIVE 9,312 11,148 15,564 18,619 21,508 27,705 OPERATING INCOME 15,618 13,020 19,270 INTEREST EXPENSE, NET (2,338) (1,437) (2,163) OTHER 487 604 554 INCOME BEFORE INCOME TAXES 13,767 12,187 17,661 PROVISION FOR INCOME TAXES 5,149 4,359 6,726 NET INCOME $ 8,618 $ 7,828 $ 10,935 PRIMARY EARNINGS PER SHARE $ 0.44 $ 0.38 $ 0.52 NUMBER OF SHARES USED IN PRIMARY EARNINGS PER SHARE CALCULATIONS 19,405 20,849 21,116 See Notes to Pro Forma Consolidated Financial Statements DELTA AND PINE LAND COMPANY AND SUBSIDIARIES PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) FOR THE NINE MONTHS ENDED MAY 31, 1996 (In thousands, except per share amounts) MAY 31, 1996 NET SALES AND LICENSING FEES $ 151,379 COST OF SALES 93,026 GROSS PROFIT 58,353 OPERATING EXPENSES: RESEARCH AND DEVELOPMENT 6,411 SELLING 6,262 GENERAL AND ADMINISTRATIVE 12,777 25,450 OPERATING INCOME 32,903 INTEREST EXPENSE, NET (1,601) OTHER 270 INCOME BEFORE INCOME TAXES 31,572 PROVISION FOR INCOME TAXES 11,530 NET INCOME 20,042 DIVIDENDS ON PREFERRED STOCK (25) NET INCOME APPLICABLE TO COMMON SHARES $ 20,017 PRIMARY EARNINGS PER SHARE $ 0.92 NUMBER OF SHARES USED IN PRIMARY EARNINGS PER SHARE CALCULATION 21,774 FULLY DILUTED EARNINGS PER SHARE $ 0.91 NUMBER OF SHARES USED IN FULLY DILUTED EARNINGS PER SHARE CALCULATION 21,906 See Notes to Pro Forma Consolidated Financial Statements DELTA AND PINE LAND COMPANY AND SUBSIDIARIES NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) No pro forma adjustments were made to the pro forma consolidated financial statements.