<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL QUARTER ENDED JUNE 30, 1997
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM
___________ TO ____________
COMMISSION FILE NUMBER 0-23478
_________________________
TURBOCHEF, INC.
(Exact name of Registrant as specified in its Charter)
DELAWARE 48-1100390
(State or other jurisdiction of (IRS employer
incorporation or organization) identification number)
10500 METRIC DRIVE, SUITE 128 75243
DALLAS, TEXAS (ZIP CODE)
(Address of principal executive offices)
Registrant's telephone number:
(214) 341-9471
_________________________
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 the number of shares outstanding of each of the Registrant's classes
of Common Stock, as of the latest practicable date.
Number of Shares Outstanding
Title of Each Class at July 31, 1997
------------------- ----------------
Common Stock, $0.01 Par Value 13,899,891
_________________________
<PAGE>
TURBOCHEF, INC.
TABLE OF CONTENTS
Form 10-Q Item Page
- -------------- ----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets as of June 30, 1997 (unaudited) and
December 31, 1996........................................3
Statements of Operations (unaudited) for the three months
ended June 30, 1997 and 1996.............................4
Statement of Cash Flows (unaudited) for the three months
ended June 30, 1997 and 1996.............................5
Notes to Financial Statements............................6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations......................7
PART II. OTHER INFORMATION
Item 1. Legal Proceedings........................................12
Item 2. Changes in Securities....................................12
Item 3. Defaults Upon Senior Securities..........................12
Item 4. Submission of Matters to a Vote of Security Holders......13
Item 5. Other Information........................................14
Item 6. Exhibits and Reports on Form 8-K.........................14
2
<PAGE>
Part 1 - Item 1 FINANCIAL STATEMENTS
TurboChef, Inc.
Balance Sheets
<TABLE>
<CAPTION>
June 30, December 31,
-------- ------------
1997 1996
---- ----
Assets (Unaudited)
------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 438,254 $ 477,166
Marketable securities available for sale
at market value 4,498,278 7,309,431
Accounts receivable 695,951 583,023
Inventories 892,864 686,272
Prepaid expenses 616,618 276,991
----------- ------------
Total current assets 7,141,965 9,332,883
----------- ------------
Property and equipment:
Leasehold improvements 98,134 64,334
Furniture and fixtures 241,253 132,640
Equipment 379,059 350,719
----------- ------------
718,446 547,693
Less accumulated depreciation and amortization (296,658) (242,579)
----------- ------------
Net property and equipment 421,788 305,114
----------- ------------
Other assets 130,064 105,291
----------- ------------
Total assets $ 7,693,817 $ 9,743,288
=========== ============
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
Accounts payable 324,068 340,575
Accrued expenses 202,084 415,091
Sales deposits 450 43,700
Deferred revenue 9,594 10,765
----------- ------------
Total liabilities 536,196 810,131
----------- ------------
Stockholders' equity:
Common stock, $.01 par value. Authorized 50,000,000
shares. Issued 13,899,891 and 13,785,244 shares at
June 30, 1997 and December 31, 1996, respectively 138,999 137,852
Additional paid-in capital 21,860,112 21,577,249
Accumulated deficit (14,557,203) (12,614,605)
Treasury stock - at cost 8,315 shares in 1996 and
14,182 shares in 1997 (284,287) (167,339)
----------- ------------
Total stockholders' equity 7,157,621 8,933,157
----------- ------------
$ 7,693,817 $ 9,743,288
=========== ============
</TABLE>
3
<PAGE>
TurboChef, Inc.
Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- -------------------------
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Net sales $ 1,040,916 941,161 1,727,856 1,990,049
Other revenue 4,177 3,000 10,414 8,120
----------- ----------- ----------- -----------
Total revenues 1,045,093 944,161 1,738,270 1,998,169
Costs and expenses:
Cost of goods sold 676,627 693,284 1,188,063 1,489,715
Research and development expenses 253,848 174,878 521,905 294,994
Selling, general, and administrative expenses 1,157,929 523,018 2,142,463 1,021,922
----------- ----------- ----------- -----------
Total costs and expenses 2,088,404 1,391,180 3,852,431 2,806,631
----------- ----------- ----------- -----------
(1,043,311) (447,019) (2,114,161) (808,462)
----------- ----------- ----------- -----------
Other income (expense):
Interest income 79,419 18,369 186,268 18,459
Interest expense - (3,797) - (6,935)
Other income (expense) (14,709) - (14,709) -
----------- ----------- ----------- -----------
64,710 14,572 171,559 11,524
----------- ----------- ----------- -----------
Net loss $ (978,601) (432,447) (1,942,602) (796,938)
=========== =========== =========== ===========
Loss per common share $ (0.07) (0.03) (0.14) (0.06)
=========== =========== =========== ===========
Weighted average number of common shares
and common share equivalents outstanding 13,876,233 12,991,265 13,856,124 12,929,320
=========== =========== =========== ===========
</TABLE>
4
<PAGE>
TURBOCHEF, INC.
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30,
-------------------------
1997 1996
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss $(1,942,602) (796,938)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 54,076 44,279
Allowance for doubtful accounts 2,775 -
Amortization of director compensation 13,878 -
Decrease (increase) in accounts receivable (115,703) 205,679
Decrease (increase) in inventories (206,592) 97,645
Decrease (increase) in prepaid expenses (353,502) 24,983
Decrease in other assets 2,272 2,070
Increase (decrease) in accounts payable (16,507) 12,606
Increase (decrease) in accrued expenses (213,007) 69,874
Decrease in deferred revenue (1,171) -
Increase (decrease) in sales deposits (43,250) 44,400
----------- ----------
Net cash used in operating activities (2,819,333) (295,402)
----------- ----------
Cash flows from investing activities:
Sales of marketable securities 2,811,154 -
Purchase of equipment (170,753) (46,426)
Investment in TurboChef Europe (27,041) -
Additions to intangibles - (43,295)
----------- ----------
Net cash (used in) provided by investing activities 2,613,360 (89,721)
----------- ----------
Cash flows from financing activities:
Proceeds from notes payable to stockholders - 285,000
Repayment of notes payable to stockholders - (570,000)
Exercise of stock options 158,949 2,500
Exercise of stock warrants 125,060 -
Issuance of common stock - 12,000,000
Proceeds from sale of warrants - 80
Offering costs - (1,642,984)
Purchase of treasury stock (116,948) -
----------- ----------
Net cash provided by financing activities 167,061 10,074,596
----------- ----------
Net increase (decrease) in cash and cash equivalents (38,912) 9,689,473
Cash and cash equivalents at beginning of period 477,166 642,883
----------- ----------
Cash and cash equivalents at end of period $ 438,254 10,332,356
=========== ==========
</TABLE>
5
<PAGE>
TURBOCHEF, INC.
Notes to Financial Statements
(Unaudited)
June 30, 1997
General
- -------
The financial statements of TurboChef, Inc. (the "Company") included herein have
been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission (SEC) and have not been examined by independent public
accountants. In the opinion of management, all adjustments (which consisted
only of normal recurring accruals) necessary to present fairly the financial
position and results of operations have been made. Pursuant to SEC rules and
regulations, certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted from these statements unless
significant changes have taken place since the end of the most recent fiscal
year. The December 31, 1996 balance sheet was derived from audited financial
statements but does not include all disclosures required by generally accepted
accounting principles. The Company believes that other disclosures contained
herein, when read in conjunction with the financial statements and notes
included in the Company's Annual Report for the fiscal year ended December 31,
1996 on Form 10-K, are adequate to make the information presented not
misleading. It is suggested, therefore, that these statements be read in
conjunction with the statements and notes included in the aforementioned Form
10-K. The results of operations for the six months ended June 30, 1997 are not
necessarily indicative of the results to be expected for the full year.
6
<PAGE>
ITEM 2: MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
---------------------------------------------------------------------
OF OPERATIONS
-------------
GENERAL
The Company was organized in April 1991, and until March 1994 was engaged
primarily in research and development, limited production operations and test
marketing of prototype cooking systems. At that time, the Company began the
initial commercial roll-out of the Model D-1 TurboChef cooking system, its first
commercial product. In June 1995, the Company entered into its initial contract
with Whitbread PLC ("Whitbread"), its first major contract, and commenced
shipment of its Model D-2 TurboChef cooking system. To date, the Company has
generated limited revenues and incurred substantial operating losses in each
year of its operations (including net losses of $2,941,413, $1,585,268 and
$3,181,519 for the years ended December 31, 1996, 1995 and 1994, respectively)
resulting in an accumulated deficit of $14,557,203 as of June 30, 1997. The
Company anticipates that it will continue to incur significant operating
expenses in the future, including the Company's ongoing development activities
relating to new product applications for its proprietary foodservice
technologies, the training and set-up of additional third-party manufacturing
sources and the continued implementation of the Company's marketing plans. The
Company's future profitability will thus depend upon, among other things,
corresponding increases in revenues from operations to offset these
expenditures.
The following discussion and analysis provides information which management
believes is relevant to an assessment and understanding of the Company's results
of operations and financial condition. The discussion should be read in
conjunction with the financial statements and notes thereto contained elsewhere
in this report.
RESULTS OF OPERATIONS FOR THE QUARTER ENDED JUNE 30, 1997 COMPARED TO THE
QUARTER ENDED JUNE 30, 1996
Revenues for the quarter ended June 30, 1997 were $1,045,093, an increase
of $100,932, when compared to revenues of $944,161 for the quarter ended June
30, 1996. This increase is primarily attributable to higher average selling
prices for the Model D-2 cooking system during the second quarter of 1997.
During the second quarter of 1997, 42% of the Company's revenues were derived
from customers other than Whitbread, compared to 9% in the second quarter of
1996.
Cost of sales for the quarter ended June 30, 1997 was $676,627, a decrease
of $16,657 when compared to $693,284 for cost of sales in the quarter ended June
30, 1996. This decrease is consistent with the marginal decline in units sold
in the quarter ended June 30, 1997.
Gross profit on sales for the quarter ended June 30, 1997 increased
$117,589 to $368,466, when compared to gross profit on sales of $250,877 during
the quarter ended June 30, 1996. Gross margin for the quarter ended June 30,
1997 was 35% of sales, compared to 27% of sales for the quarter ended June 30,
1996. The increase in gross profit and gross margin is primarily the result of
the higher average selling price.
7
<PAGE>
Research and development expenses for the quarter ended June 30, 1997
increased $78,970, to $253,848, as compared to $174,878 for the quarter ended
June 30, 1996. The increase was primarily due to expenses incurred to develop a
prototype self-serve cooking system for convenience store and vending
applications and staff additions since June 30, 1996.
Selling, general and administrative expenses for the quarter ended June 30,
1997 increased $634,911, to $1,157,929 from comparable expenses of $523,018 for
the quarter ended June 30, 1996. Consistent with the business plan outlined
during the June 1996 offering, the increased expense is primarily attributable
to the development of a U.S. sales force incorporating the addition of a Chief
Operating Officer, two sales Vice Presidents, and customer service staff. To
facilitate international business development, key employees were also added in
the UK and Japan. Also contributing to the increased S G & A over the second
quarter of 1996 were expenses for trade show participation, and travel costs
associated with trade shows and international business development not incurred
in the comparable period of 1996.
Interest income, net of interest expense for the quarter ended June 30,
1997, was $79,419 compared to income of $14,572 for the quarter ended June 30,
1996. The increase in income is attributable to earnings on the investment of
the net proceeds from the Company's secondary public offering of Common Stock in
June 1996 (the "June 1996 Offering").
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO THE SIX
MONTHS ENDED JUNE 30, 1996
Revenues for the six months ended June 30, 1997 were $1,738,270, a decrease
of $259,899, when compared to revenues of $1,998,169 for the six months ended
June 30, 1996. This decrease is primarily attributable to fewer cooking system
unit sales to Whitbread during the six months ended June 30, 1997 compared to
the six months ended June 30, 1996. The decline in shipments to Whitbread for
the period is due to the transition between the fulfillment of the second
Whitbread contract and deliveries pursuant to the third Whitbread contract,
which was completed in February 1997, and which calls for lower minimum monthly
call-downs. For the six months ended June 30, 1997, 38% of the Company's
revenues were derived from customers other than Whitbread, compared to 14% for
the six months ended June 30, 1996.
Cost of sales for the six months ended June 30, 1997 was $1,188,063, a
decrease of $301,652 when compared to $1,489,715 for cost of sales in the six
months ended June 30, 1996. This decrease is consistent with the decline in
cooking system unit sales.
Gross profit on sales for the six months ended June 30, 1997 increased
$41,753 to $550,207, when compared to gross profit on sales of $508,454 during
the six months ended June 30, 1996. Gross margin for the six months ended June
30, 1997 was 32% of sales, compared to 26% of sales for the six months ended
June 30, 1996. The increase in gross profit and gross margin is primarily due
to the higher average selling price of the D-2 cooking system in 1997 as
compared to 1996.
Research and development expenses for the six months ended June 30, 1997
increased $226,911, to $521,905, as compared to $294,994 for the six months
ended June 30, 1996. The increase was primarily due to costs associated with
the completion of a reduced size commercial system prototype, the
8
<PAGE>
expenses incurred to develop a prototype self-serve cooking system for
convenience store and vending applications and staff additions since June 30,
1996.
Selling, general and administrative expenses for the six months ended June
30, 1997 increased $1,120,541, to $2,142,463 from comparable expenses of
$1,021,922 for the six months ended June 30, 1996. Consistent with the business
plan outlined during the June 1996 offering, the increased expense is primarily
attributable to the development of a U.S. sales force incorporating the addition
of a Chief Operating Officer, two sales Vice Presidents and customer service
staff. To facilitate international business development, key employees were
also added in the UK and Japan. Also contributing to the increased S G & A over
the second quarter of 1996 were expenses for trade show participation, and
travel costs associated with trade shows and international business development
not incurred in the comparable period of 1996.
Interest income, net of interest expense for the six months ended June 30,
1997, was $186,268 compared to income of $11,524 for the six months ended June
30, 1996. The increase in income is attributable to earnings on the investment
of the net proceeds from the June 1996 Offering.
LIQUIDITY AND CAPITAL RESOURCES
The Company's capital requirements in connection with its product and
technology development and marketing efforts have been and will continue to be
significant. In addition, capital is required to operate and expand the
Company's operations. Since its inception, the Company has been substantially
dependent on loans and capital contributions from its principal stockholders,
private placements of its securities, the proceeds from the initial public
offering of common stock in April 1994 ( the "April 1994 IPO") and the June 1996
Offering to fund its activities.
At June 30, 1997, the Company had working capital of $6,625,769 as compared
to working capital of $8,522,752 at December 31, 1996. The $1,896,983 working
capital decrease from December 31, 1996 resulted primarily from the net
operating loss of $1,907,893 incurred by the Company for the six months ended
June 30, 1997. For the six months ended June 30, 1997, accounts receivable
turnover declined to 5.9 from 10.9 during the six months ended June 30, 1996 as
a result of a temporary delay in payment by the Company's largest customer,
Whitbread.
Cash used in operating activities was $2,819,333 for the six months ended
June 30, 1997 as compared to cash used in operating activities of $295,402 for
the six months ended June 30, 1996. The increase is primarily the result of a
$1,145,664 increase in operating losses, an increase in prepaid expenses of
$353,502, a decrease in accrued expenses of $213,007, an increase in inventories
of $206,592, and an increase in accounts receivable of $115,703. Cash provided
by investing activities for the six months ended June 30, 1997 was $2,613,360 as
a result of the sale of marketable securities in the amount of $2,811,154,
offset by equipment purchases of $170,753 and the net investment in the
Company's European joint venture, TurboChef Europe, of $27,041. Cash provided
by financing activities was $167,061 for the six months ended June 30, 1997,
which represents the net proceeds from exercises of stock options and warrants
offset by purchases of treasury stock. At June 30, 1997, the Company had cash
and cash equivalents of $438,254, compared to cash and cash equivalents of
$477,166 at December 31, 1996.
9
<PAGE>
During December 1995, Philip R. McKee, a principal stockholder and the
President and Chief Executive Officer of the Company, advanced to the Company
the sum of $285,000. The note issued to Mr. McKee evidencing such borrowing
bore interest at the rate of 6.5% per annum and was repaid in full (an aggregate
of $288,139, including accrued interest) on February 28, 1996.
On March 30, 1996, Mr. Bogatin and Mr. McKee loaned the Company the sums of
$200,000 and $85,000, respectively. These loans were evidenced by promissory
notes bearing interest at the rate of 6.5% per annum. Each of these notes was
payable on demand. These loans were made to satisfy certain eligibility
requirements in order for the Company's Common Stock to continue to be listed on
NASDAQ. These notes were repaid in full (an aggregate of $288,796, including
accrued interest) prior to the consummation of the June 1996 Offering.
In June 1996 the Company consummated the June 1996 Offering, an
underwritten public offering of 800,000 shares of Common Stock which resulted in
aggregate proceeds of approximately $10,301,000, net of the underwriter's
discount and other offering costs of $1,699,491. As of June 30, 1996, the
Company had incurred expenses relating to the June 1996 Offering of $134,528.
FORWARD LOOKING STATEMENTS
The Company is utilizing the proceeds from the June 1996 Offering to expand
its operations, including, among other things, continuing its product
development activities and marketing efforts and to set-up additional third-
party production operations for the manufacture of the Company's cooking
systems. The Company anticipates, based on its currently proposed plans and
assumptions relating to its operations (including assumptions regarding the
progress of its research and development efforts and its ability to reduce
cooking system production costs) that its current cash and cash equivalent
balances and anticipated revenues from operations, will be sufficient to fund
its operations and satisfy its contemplated capital requirements for the next 9-
12 months. In the event that the Company's plans change, or its assumptions
change or prove to be incorrect, or cash balances and anticipated revenues
otherwise prove to be insufficient, the Company would be required to revise its
plan of operations (which revision would include a significant reduction in
operating costs) and/or seek additional financing prior to the end of such
period. In March 1996, Messrs. Bogatin and McKee made a commitment to provide
financial support (if and as required) to enable the Company to meet its
obligations through June 1997. This commitment was made prior to the June 1996
Offering, when the Company had minimal cash reserves, and the timing and
likelihood of the success of the Offering could not be guaranteed. The Company
has no other current arrangements with respect to, or sources of, additional
financing. There can thus be no assurance that additional financing will be
available to the Company, if and when needed, on commercially reasonable terms,
or at all.
Although the Company intends to use a substantial portion of the proceeds
of the June 1996 Offering to implement the next phase of its business strategy
in an effort to expand its current level of operations and grow the Company's
business, the Company's future performance will be subject to a number of
business factors, including those beyond the Company's control, such as economic
downturns and evolving industry needs and preferences, as well as to the level
of the Company's competition and the ability of the Company to successfully
market its products and effectively monitor and control its costs. The Company
believes that increases in revenues sufficient to offset its expenses and result
in its profitability could be derived from its currently proposed plans within
the next 12 months, if such plans
10
<PAGE>
are successfully completed. These plans include: (i) complete the deliveries of
those TurboChef cooking systems contemplated by the latest Whitbread contract
and Southland's initial purchase order, (ii) utilize the awareness created by
the Whitbread relationship and extend the Company's marketing and sales efforts
into other countries within the European Union, (iii) further develop the
Company's relationship with Southland and thereby increase product sales to
Southland, (iv) obtain initial purchase orders from additional regional or
national foodservice operators, (v) introduce additional new products, such as
its proposed residential cooking system, consumer opeated, and CUB models, (vi)
establish a dealer sales network and (vii) further reduce the Company's
manufacturing costs. However, there can be no assurance that the Company will be
able to successfully implement any of the foregoing plans, that either its
revenues will increase or its rate of revenue growth will continue or that it
will ever be able to achieve profitable operations.
As of June 30, 1997, the amount of backlog orders believed to be firm was
approximately $2.7 million, as compared to approximately $4 million as of
December 31, 1996. The Company anticipates that approximately $1.0 million of
such backlog will be filled during the current year.
This report and other reports and statements filed by the Company from time
to time with the Securities and Exchange Commission (collectively, "SEC
Filings") contain or may contain certain forward looking statements and
information that are based on the beliefs of the Company's management as well as
estimates and assumptions made by, and information currently available to, the
Company's management. When used in SEC Filings, the words "anticipate,"
"believe," "estimate," "expect," "future," "intend," "plan," and similar
expressions, as they relate to the Company or the Company's management, identify
forward looking statements. Such statements reflect the current views of the
Company with respect to future events and are subject to certain risks,
uncertainties and assumptions relating to the Company's operations and results
of operations, competitive factors and pricing pressures, shifts in market
demand, the performance and needs of the segments of the foodservice industry
served by the Company, the costs of product development and other risks and
uncertainties, in addition to any uncertainties specifically identified in the
text surrounding such statements, uncertainties with respect to changes or
developments in social, economic, business, industry, market, legal, and
regulatory circumstances and conditions and actions taken or omitted to be taken
by third parties, including the Company's stockholders, customers, suppliers,
business partners, and competitors, legislative, regulatory, judicial and other
governmental authorities and officials. Should one or more of these risks or
uncertainties materialize, or should the underlying assumptions prove incorrect,
actual results may vary significantly from those anticipated, believed,
estimated, expected, intended or planned.
11
<PAGE>
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
None
Item 2. CHANGES IN SECURITIES.
None
Item 3. DEFAULTS UPON SENIOR SECURITIES
None
12
<PAGE>
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On June 17, 1997, the Annual Meeting of Stockholders of the Company was
held in Dallas, Texas. At the Annual Meeting, the Company's stockholders
elected four (4) individuals to serve as the Company's Board of Directors until
the next Annual Meeting of the Stockholders and until their successors are
elected and duly qualified. The table presented below indicates the number of
votes cast in favor of the election of such persons as directors, the number of
votes cast against, and the number of votes withheld. There were no abstentions
or broker non-votes cast at the Annual Meeting.
Name of Director Number of Votes For Number of Votes Against Withheld Votes
- ---------------- ------------------- ----------------------- --------------
Jeffery B. Bogatin 12,124,534 9,300 -0-
Philip R. McKee 12,126,534 7,300 -0-
Donald J. Gogel 12,126,534 7,300 -0-
Joseph F. Fogliano 12,126,534 7,300 -0-
In addition to the election of the Company's Board of Directors, the
stockholders approved the following proposals at the Annual Meeting:
1. A proposal to amend the Fourth Article of the Company's Restated
Articles of Incorporation to increase the number of authorized shares of Common
Stock from 20,000,000 shares to 50,000,000. An aggregate of 11,996,135 shares
were voted for this proposal, 129,534 shares were voted against this proposal,
and 8,165 shares abstained;
2. A proposal to amend the Company's 1994 Stock Option Plan, as amended,
to increase the number of shares of Common Stock authorized for issuance from
2,400,000 to 3,150,000 shares. An aggregate of 11,041,298 shares were voted for
this proposal, 164,212 shares were voted against this proposal and 8,565 shares
abstained; and
3. A proposal to ratify the appointment of KPMG Peat Marwick LLP as the
Company's independent public accountants for the 1997 fiscal year. An aggregate
of 12,126,734 shares were voted for this proposal, 3,900 shares were voted
against this proposal and 3,200 shares abstained.
13
<PAGE>
Item 5. OTHER INFORMATION
None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
None
14
<PAGE>
SIGNATURES
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.
TURBOCHEF, INC.
By:/s/ Dennis J. Jameson
---------------------
Dennis J. Jameson
Executive Vice President, Chief
Financial Officer
(Principal Financial Officer)
Dated August 14, 1997
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 438,254
<SECURITIES> 4,498,278
<RECEIVABLES> 695,951
<ALLOWANCES> 0
<INVENTORY> 892,864
<CURRENT-ASSETS> 7,141,965
<PP&E> 718,446
<DEPRECIATION> 269,617
<TOTAL-ASSETS> 7,693,817
<CURRENT-LIABILITIES> 536,196
<BONDS> 0
0
0
<COMMON> 138,999
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 7,693,817
<SALES> 1,727,856
<TOTAL-REVENUES> 10,414
<CGS> 1,188,063
<TOTAL-COSTS> 3,852,431
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,942,602)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,942,602)
<EPS-PRIMARY> (.14)
<EPS-DILUTED> (.14)
</TABLE>
