SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
[Mark One] FORM 10-K/A
[x ] ANNUAL REPRORT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITITES EXCHANGE ACT OF 1934
Commission file number 1-12506
______________________________
LUCILLE FARMS, INC.
(Exact name of Registrant as specified in its Charter)
Delaware 13-2963923
(State of incorporation) (I.R.S. employer identification no.)
150 River Road, P.O. Box 517 (973) 334-6030
Montville, NJ 07045 (Registrant's telephone number)
(Address of principal executive office)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12 (g) of the
Act:
Common Stock, par value $.001 per share
Preferred Stock Purchase Rights
(Titles of Classes)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes
[x] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [x]
The aggregate market value of the voting stock held by non-affiliates
of the Registrant was $4,928,215 based on the average bid and ask price
as reported by NASDAQ on June 25, 1999.
The number of shares of the Registrant's common stock outstanding as of
June 25, 1999 was: 2,971,342.
Documents Incorporated by Reference
None
LUCILLE FARMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31,
1999 1998 1997
Cash Flows from Operating Activities:
Net (loss) income $ 729,000 $(2,138,000) $(935,000)
Adjustments to reconcile net (loss)
income to net cash (used by) provided
by operating activities
Depreciation and amortization 451,000 394,000 338,000
Provision for doubtful accounts 54,000 21,000 22,000
Gain on sale of equipment - (10,000)
(Increase) decrease in assets:
Accounts receivable (839,000) 145,000 1,088,000
Inventories 110,000 809,000 (1,155,000)
Prepaid expenses and other
current assets (74,000) 35,000 43,000
Other Assets (29,000) (7,000) (53,000)
Increase (decrease) in liabilities:
Accounts payable 532,000 837,000 (331,000)
Accrued expenses 147,000 5,000 (74,000)
Net cash provided by (used by)
operating activities 1,081,000 91,000 (1,057,000)
Cash Flow From Investing Activities:
Proceeds from repayment of officers'
loans 30,000 7,000 19,000
Proceeds from sale of equipment 19,000
Purchase of property, plant and
equipment (2,726,000) (395,000) (1,295,000)
Deposits on equipment 9,000 171,000
Net cash (used by) Investing
Activities (2,696,000) (360,000) (1,105,000)
Cash Flow From Financing Activities:
(Repayments of) proceeds from revolving
credit loan-net 353,000 (193,000) 1,751,000
Proceeds from long-term debt and
notes 4,964,000 16,000 456,000
Principal payments of long-term debt
and notes (2,171,000) (239,000) (195,000)
Increase in mortgage loan costs (270,000)
Purchase of stock (74,000) (125,000)
Net cash (used by) provided by
financing activities 2,802,000 (416,000) 1,887,000
Net (decrease) increase in cash 1,187,000 (685,000) (275,000)
Cash and Cash Equivalents Beginning 737,000 1,422,000 1,697,000
Cash and Cash Equivalents Ending $1,924,000 $ 737,000 $1,422,000
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:
Cash paid during the period for:
Interest $554,000 $478,000 $356,000
Income Taxes 1,000 2,000 10,000
See accompanying notes to consolidated financial statements
F-5
- 2 4-
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15 (d) 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.
LUCILLE FARMS, INC.
By: /s/ Alfonso Falivene
Alfonso Falivene, President
(Principal Executive Officer)
By: /s/ Stephen Katz
Stephen Katz, Vice President-
Finance and Administration
(Principal Financial and
Accounting Officer
Date: June 25, 1999
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF
1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON
BEHALF OF THE REGISTRANT AND IN THE CAPACITIES AND ON THE DATES
INDICATED.
Signature
Title Date
/s/Philip Falivene Director June 25,1999
Philip Falivene
/s/Gennaro Falivene Director June 25,1999
Gennaro Falivene
/s/Alfonso Falivene Director June 25,1999
Alfonso Falivene
/s/Stephen M. Katz Director June 25,1999
Stephen M. Katz
/s/Howard S Breslow Director June 25,1999
Howard S. Breslow
/s/Jay M. Rosengarten Director June 25,1999
Jay M. Rosengarten
SIGNATURES
PURSUANT TO THE REQUIRMENTS OF SECTION 13 OR 15 (d) 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.
LUCILLE FARMS, INC.
By: /s/ Alfonso Falivene
Alfonso Falivene, President
(Principal Executive Officer)
By: /s/ Stephen Katz
Stephen Katz, Vice President-
Finance and Administration
(Principal Financial and
Accounting Officer)
Date: June 25, 1999
