3
FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________________
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For The Quarterly Period Ended September 30, 1997
_____________________________
Commission File Number 0-16251
GALAXY FOODS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 25-1391475
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2441 Viscount Row
Orlando, Florida 32809
(Address of principal executive offices) (Zip Code)
(407) 855-5500
(Registrant's telephone number, including area code)
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
On September 30, 1997, there were 61,594,960 shares of
Common Stock $.01 par value per share, outstanding.
<PAGE> 2
GALAXY FOODS COMPANY
Index to Form 10-QSB
For Quarter Ended September 30, 1997
PAGE NO.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets 3
Condensed Statements of Operations 4
Condensed Statements of Stockholders' Equity 5
Condensed Statements of Cash Flows 6-7
Notes to Condensed Financial Statements 8-9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10-11
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 12-15
SIGNATURES 16
<PAGE> 3
PART I. FINANCIAL INFORMATION
GALAXY FOODS COMPANY
CONDENSED BALANCE SHEETS
SEPTEMBER 30, MARCH 31,
1997 1997
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 24,078 $ 16,485
Marketable securities -- 298,671
Trade receivables, net 1,836,864 1,631,268
Inventories 2,565,959 1,802,244
Prepaid expenses 384,236 346,082
Total current assets 4,811,137 4,094,750
PROPERTY & EQUIPMENT, NET 9,608,813 8,186,009
OTHER ASSETS 181,424 211,687
TOTAL $14,601,374 $12,492,446
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Line of credit $2,330,368 $1,370,953
Accounts payable - trade 1,410,814 449,227
Accrued liabilities 395,598 418,968
Current portion of obligations
under capital leases 14,559 24,396
Total current liabilities 4,151,339 2,263,544
OBLIGATIONS UNDER CAPITAL LEASES,
less current portion 25,233 32,668
Total liabilities 4,176,572 2,296,212
COMMITMENTS AND CONTINGENCIES -- --
STOCKHOLDERS' EQUITY:
Convertible preferred stock -- 26
Common stock 615,950 571,282
Additional paid-in capital 45,815,875 45,780,462
Accumulated deficit (23,234,823) (23,383,336)
23,197,002 22,968,434
Less: Notes receivable arising
from the exercise of stock options
and sale of common stock 12,772,200 12,772,200
Total stockholders' equity 10,424,802 10,196,234
TOTAL $14,601,374 $12,492,446
See accompanying notes to condensed financial statements.
<PAGE> 4
GALAXY FOODS COMPANY
CONDENSED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
(unaudited) (unaudited)
1997 1996 1997 1996
NET SALES $5,031,997 $5,133,456 $10,915,451 $8,488,436
COST OF GOODS SOLD 3,781,453 4,279,885 8,551,410 7,231,501
Gross Margin 1,250,544 853,571 2,364,041 1,256,935
OPERATING EXPENSES:
Selling 526,993 475,122 940,190 840,079
Delivery 222,141 153,293 439,867 270,269
General and administrative 336,199 312,834 721,965 649,047
Research and development 52,388 47,062 96,147 105,603
Total 1,137,721 988,311 2,198,169 1,864,998
OPERATING INCOME (LOSS) 112,823 (134,740) 165,872 (608,063)
OTHER INCOME (EXPENSE):
Interest expense (7,885) (2,303) (39,830) (9,881)
Interest income 239 44,652 2,547 83,668
Other income 20,215 2,449 19,924 5,101
Total 12,569 44,798 (17,359) 78,888
NET INCOME (LOSS) 125,392 (89,942) 148,513 (529,175)
PREFERRED STOCK DIVIDENDS -- -- -- (1,594,406)*
NET INCOME (LOSS) APPLICABLE
TO COMMON STOCK $ 125,392 $(89,942) $ 148,513 $(2,123,581)*
NET INCOME (LOSS) PER
COMMON SHARE $ -- $ -- $ -- $ (.06)*
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 63,750,604 34,459,093 62,731,924 34,302,404
* Amounts have been restated to reflect a stock dividend on
preferred stock which is convertible at a discount from market
value at the date of issuance (See Note 3).
See accompanying notes to condensed financial statements.
<PAGE> 5
GALAXY FOODS COMPANY
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Common Stock Preferred Stock Additional Notes Rec &
Par Par Paid-In Accumulated Subs. for
Shares Value Shares Value Capital Deficit Common Stock Total
<S> <C> <C> <C> <C><C> <C> <C> <C>
Balance at March 31,
1996, as restated 53,421,848 $ 534,218 -- $ -- $ 38,582,938* $ (19,052,270) $(12,796,200) $ 7,268,686
Exercise of options 96,166 962 -- -- 47,321 -- -- 48,283
Exercise of warrants 215,000 2,150 -- -- 120,163 -- -- 122,313
Issuance of common stock
under employee stock
purchase plan 91,879 919 -- -- 86,681 -- -- 87,600
Collection of note
receivable -- -- -- -- -- -- 24,000 24,000
Issuance of common
stock through Reg D
offering 1,337,524 13,375 -- -- 1,846,096 -- -- 1,859,471
Issuance of convertible
preferred stock through
Reg D offering -- -- 4,000 40 3,733,901 -- -- 3,733,941
Conversion of
preferred stock into
common stock 1,965,824 19,658 (1,443) (14) (19,644) -- -- --
Issuance and revaluation
of warrants -- -- -- -- (211,400) -- -- (211,400)
Preferred stock
dividend -- -- -- -- 1,594,406 (1,594,406) -- --
Net loss -- -- -- -- -- (2,736,660) -- (2,736,660)
Balance at
March 31, 1997 57,128,241 $ 571,282 2,557 $ 26 $ 45,780,462 $ (23,383,336) $(12,772,200) $ 10,196,234
Exercise of options 90,000 900 -- -- 44,334 -- -- 45,234
Conversion of
preferred stock
into common stock 4,352,776 43,528 (2,557) (26) (43,502) -- -- --
Issuance of warrants -- -- -- -- 9,550 -- -- 9,550
Refund of stock
issuance costs -- -- -- -- 8,750 -- -- 8,750
Issuance of common stock
under Employee stock
purchase plan 23,943 240 -- -- 16,281 -- -- 16,521
Net income -- -- -- -- -- 148,513 -- 148,513
Balance
Sept. 30, 1997 61,594,960 $ 615,950 -- $ -- $ 45,815,875 $ (23,234,823) $ (12,772,200) $ 10,424,802
</TABLE>
* Amounts have been restated to reflect a stock dividend on preferred stock
which is convertible at a discount from market value at the date of issuance
(See Note 3).
See accompanying notes to condensed financial statements.
<PAGE> 6
GALAXY FOODS COMPANY
CONDENSED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED
SEPTEMBER 30,
1997 1996
(Unaudited) (Unaudited)
CASH FLOWS FROM/(USED IN) OPERATING
ACTIVITIES:
Net Income (Loss) $ 148,513 $(529,175)
ADJUSTMENTS TO RECONCILE NET INCOME
(LOSS) TO NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES:
Depreciation expense 320,463 194,924
Gain on sale of assets (1,329) --
Consulting and director fee expense
paid through issuance of common
stock warrants 39,813 26,469
(Increase) decrease in:
Trade receivables (205,596) (1,502,387)
Inventories (763,715) (520,157)
Prepaid expenses (38,154) (21,436)
Increase (decrease) in:
Accounts payable 961,587 150,428
Accrued liabilities (23,370) (3,492)
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES 438,212 (2,204,826)
CASH FLOWS FROM/(USED IN) INVESTING
ACTIVITIES:
Purchase of marketable securities -- (2,044,949)
Purchase of property and equipment (534,635) (957,979)
(Increase) decrease in other assets -- (45,447)
Sale of marketable securities 300,000 --
NET CASH USED IN INVESTING
ACTIVITIES (234,635) (3,048,375)
CASH FLOWS FROM/(USED IN) FINANCING
ACTIVITIES:
Borrowings on line of credit 10,273,382 --
Repayments on line of credit (10,522,599) --
Principal payments on note payable -- (63,451)
Principal payments on capital lease
obligations (17,272) (34,565)
Proceeds from issuance of common
stock, net of offering costs 16,521 1,928,811
Proceeds from issuance of convertible
preferred stock, net of offering costs -- 3,733,941
Proceeds from exercise of common
stock options 45,234 12,250
Proceeds from exercise of common stock
warrants -- 103,719
Refund of stock issuance costs 8,750 --
Collection of note receivable for
common stock -- 24,000
NET CASH FROM (USED IN) FINANCING
ACTIVITIES (195,984) 5,704,705
<PAGE> 7
GALAXY FOODS COMPANY
CONDENSED STATEMENTS OF CASH FLOWS (continued)
SIX MONTHS ENDED
SEPTEMBER 30,
1997 1996
(Unaudited) (Unaudited)
NET INCREASE IN CASH AND
CASH EQUIVALENTS 7,593 451,504
CASH AND CASH EQUIVALENTS, BEGINNING
OF PERIOD 16,485 127,936
CASH AND CASH EQUIVALENTS, END
OF PERIOD $ 24,078 $ 579,440
See accompanying notes to condensed financial statements.
<PAGE> 8
GALAXY FOODS COMPANY
NOTES TO CONDENSED FINANCIAL STATEMENTS
(1) Management Representation
In the opinion of Galaxy Foods Company (the "Company"), the
accompanying unaudited financial statements contain all
adjustments necessary to present fairly the Company's
financial position, results of operations and cash flows for
the periods presented. The results of operations for the
interim periods presented are not necessarily indicative of
the results to be expected for the full year.
The condensed financial statements should be read in
conjunction with the financial statements and the related
disclosures contained in the Company's Form 10-KSB dated
June 20, 1997, filed with the Securities and Exchange
Commission.
(2) Reclassifications
Certain items in the financial statements of prior periods
have been reclassified to conform to current period
presentation.
(3) Restatement of Stockholders' Equity
In March 1997, the Securities and Exchange Commission Staff
(the "Staff") announced its position on accounting for
preferred stock which is convertible into common stock at a
discount from the market rate at the date of issuance. The
Staff's position is that a preferred stock dividend should
be recorded for the difference between the conversion price
and the quoted market price of common stock at the date of
issuance. To comply with this position, the Company
restated its prior year's financial statements to reflect a
dividend of $3,130,294 related to the fiscal 1996 sales of
convertible preferred stock. In compliance with the Staff's
position, the Company also recorded a preferred stock
dividend in the amount of $1,594,406 in fiscal 1997, for the
April 1996 sale of convertible preferred stock.
(4) Inventories
Inventories are summarized as follows:
SEPTEMBER 30, MARCH 31,
1997 1997
(unaudited)
Raw materials $1,598,396 $1,136,269
Finished goods 967,563 665,975
Total $2,565,959 $1,802,244
(5) Net Income (Loss) per Share
Net income per share is computed based on the weighted
average number of shares outstanding during the period,
plus common equivalent shares arising from the effect of
convertible preferred stock and the assumed exercise of
dilutive common stock warrants and employees' stock options,
less the number of treasury shares assumed to be purchased
from the proceeds under the treasury stock method and the
per share market value of the common stock. The difference
between shares for primary and fully diluted income per
share was not material; accordingly, fully diluted income
per share is not presented.
Net loss per share is computed based on the weighted average
number of shares outstanding during the period. Common
stock equivalents have not been included in the calculation
of net loss per share as the effect would be antidilutive.
<PAGE> 9
GALAXY FOODS COMPANY
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Continued)
(5) Net Income (Loss) per Share - Continued
In February 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 128
"Earnings Per Share" ("SFAS 128"). SFAS 128 establishes new
standards for computing and presenting earnings per share
("EPS"). Specifically, SFAS 128 replaces the presentation
of primary EPS with a presentation of basic EPS, requires
dual presentation of basic and diluted EPS on the face of
the income statement for all entities with complex capital
structures and requires a reconciliation of the numerator
and denominator of the basic EPS computation to the
numerator and denominator of the diluted EPS computation.
SFAS 128 is effective for financial statements issued for
periods ending after December 15, 1997; earlier application
is not permitted. EPS for the quarters ended September 30,
1997 and September 30, 1996 computed under SFAS 128 would
not be materially different than previously computed.
(6) Supplemental Cash Flow Information
For purposes of the statement of cash flows, all highly
liquid investments with a maturity date of three months or
less are considered to be cash equivalents. Cash and cash
equivalents include checking accounts, money market funds
and certificates of deposits.
For the six months ended September 30, 1997 1996
Noncash financing and investing activities:
Consulting and directors fees paid through
issuance of common stock warrants 39,813 26,469
Purchase of equipment under capital lease
option -- 26,105
Warrants issued for consulting services 9,550 57,500
Cash paid for:
Interest 39,830 16,860
<PAGE> 10
GALAXY FOODS COMPANY
Management's Discussion and Analysis of
Financial Condition and Results of Operations
The following discussion and analysis should be read in
conjunction with the Condensed Financial Statements and Notes
thereto appearing elsewhere in this report.
The following discussion contains certain forward-looking
statements, within the meaning of the "safe-harbor" provisions of
the Private Securities Reform Act of 1995, the attainment of
which involves various risks and uncertainties. Forward-looking
statements may be identified by the use of forward-looking
terminology such as "may", "will", "expect", "believe",
"estimate", "anticipate", "continue", or similar terms,
variations of these terms or the negative of those terms. The
Company's actual results may differ materially from those
described in these forward-looking statements due to among other
factors, competition in the Company's product markets, dependence
on suppliers, the Company's manufacturing experience, and
production delays or inefficiencies.
The Company is principally engaged in the development,
manufacturing and marketing of a variety of healthy cheese and
dairy-related products, as well as other cheese alternatives.
These healthy cheese and dairy-related products include low or no
fat, low or no cholesterol and lactose-free varieties. These
products are sold throughout the United States and
internationally to customers in the retail, foodservice and
industrial markets. The Company's headquarters and manufacturing
facilities are located in Orlando, Florida.
Results of Operations
Net Sales decreased 2.0% to $5,031,997 for the quarter ended
September 30, 1997, compared to net sales of $5,133,456 for the
quarter ended September 30, 1996. Sales for the six months ended
September 30, 1997 increased by 28.6% to $10,915,451, compared to
$8,488,436 for the same period in fiscal 1997. Sales for the
quarter have declined due to a strategic abatement of lower
margin foodservice sales during the second quarter of fiscal
1998. Sales for the six month period have improved as the
abatement of foodservice sales had not begun until July 1997.
Overall, sales by our retail division have been increasing due to
the introduction of new products to the retail market and an
increase in marketing activities to promote these new products.
In addition, there has been an escalation of orders from major
retail customers. The Company expects increased sales for the
third and fourth quarters as retail sales continue to increase
and foodservice sales improve with the introduction of new
equipment and product positions.
Cost of Goods Sold were $3,781,453 representing 75.1% of net
sales for the quarter ended September 30, 1997, compared with
$4,279,885 or 83.4% of net sales for the same period ended
September 30, 1996. For the six month period ended September 30,
1997, cost of sales represented 78.3% of sales as compared to
85.2% for the same period in fiscal 1997. The Company was able
to improve gross margin by strategically eliminating lower margin
foodservice sales and re-balancing the product mix. In addition,
the company has been focusing its efforts on production
efficiencies to minimize the cost of sales percentage.
Selling expenses were $526,993 for the quarter ended September
30, 1997, compared with $475,122 for the same period ended
September 30, 1996, an increase of 10.9%. In addition, selling
expenses for the six months ended September 30, 1997 increased
11.9% to $940,190 as compared to $840,079 for the six months
ended September 30, 1996. The increase in expenses over the same
period a year ago is mainly attributed to an increase in
marketing efforts resulting in initial product introduction
charges, and increased advertising and brokerage costs associated
with the increase in sales volume.
Delivery expenses increased 44.9% to $222,141 for the quarter
ended September 30, 1997, compared with $153,293 for the same
period ended September 30, 1996. For the six months ended
September 30, 1997, delivery expenses increased 62.8% as compared
to the same period in fiscal 1997. The significant increase in
delivery costs is the direct result of an increase in sales to
retail customers across the country and internationally and an
increase in delivery costs overall for the industry.
<PAGE> 11
General and Administrative expenses were $336,199 for the quarter
ended September 30, 1997, compared with $312,834 for the same
period ended September 30, 1996, an increase of 7.5%. In
addition, general and administrative expenses for the six months
ended September 30, 1997 increased by 11.2% compared with the
same period in fiscal 1997. The increase is primarily attributed
to increased expenses for consulting services and employee
salaries.
Research and Development expenses were $52,388 for the quarter
ended September 30, 1997, compared with $47,062 for the quarter
ended September 30, 1996, an increase of 11.3%. These expenses
were $96,147 for the six months ended September 30, 1997 as
compared to $105,603 for the six months ended September 30, 1996.
The increase in expenses during the second quarter is due to the
introduction and development of several new product positions as
well as the development of formulations for the new foodservice
equipment.
Other Income and Expenses netted to $12,569 in income for the
quarter ended September 30, 1997 as compared to $44,798 for the
quarter ended September 30, 1996. During the first two quarters
of fiscal 1998, interest expense was increased due to the
addition of the line of credit secured by the Company on November
1, 1997. Additionally, during fiscal 1997, the Company held
marketable securities which earned interest income; these
marketable securities were partially sold during fiscal 1997 and
were completely liquidated as of June 30, 1997.
Liquidity and Capital Resources
Operating Activities -- Net cash provided by operating activities
was $438,212 for the six months ended September 30, 1997 compared
to net cash used of $2,204,826 for the same period in 1996. This
change in operating activities is the result of the Company
achieving profitability during fiscal 1998 following an
improvement in gross margin. In addition, accounts receivable
was built up in the prior year as a result of the increase in
sales during fiscal 1997.
Investing Activities -- Net cash used in investing activities
totaled $234,635 for the six months ended September 30, 1997
compared to net cash used of $3,048,375 for the same period in
1996. The decline in cash used for investing activities
resulted from the purchase of marketable securities with cash
reserves from financing activities in the first quarter of fiscal
1997 and the subsequent sale of these securities during fiscal
1997 and in the first quarter of fiscal 1998. As of September
30, 1997, all marketable securities had been sold by the Company.
Financing Activities -- Net cash used in financing activities was
$195,984 for the six months ended September 30, 1997 compared to
net cash provided by financing activities of $5,704,705 for the
same period in 1996.
On April 16, 1996, the Company completed a private placement of
1,337,524 shares of the Company's common stock at an aggregate
price of $2,000,000, and 4,000 shares of the Company's
convertible preferred stock at an aggregate price of $4,000,000.
On November 1, 1996, the Company secured a $2 million line of
credit with Finova Capital Corporation with interest at the prime
rate plus two percent. At September 30, 1997, the balance
outstanding under this line of credit agreement was $1,121,736.
On June 27, 1997, the Company secured a $1.5 million Purchase
Money Machinery and Equipment Accommodation with Finova Capital
Corporation to finance the acquisition of certain production
equipment. The agreement calls for interest at the prime rate
plus two percent. As of September 30, 1997, the balance
outstanding under this agreement was $1,208,632.
<PAGE> 12
PART II. OTHER INFORMATION
GALAXY FOODS COMPANY
ITEM 6. Exhibits and Reports on Form 8-K
The following exhibits are filed as part of this Form 10-QSB.
Exhibit No Exhibit Description
*3.1 Certificate of Incorporation of the Company, as
amended (Filed as Exhibit 3.1 to the Company's
Registration Statement on Form S-18, No. 33-15893-NY,
incorporated herein by reference.)
*3.2 Amendment to Certificate of Incorporation of the
Company, filed on February 24, 1992 (Filed as Exhibit
4(b) to the Company's Registration Statement on Form S-
8, No. 33-46167, incorporated herein by reference.)
*3.3 By-laws of the Company, as amended (Filed as
Exhibit 3.2 to the Company's Registration Statement on
Form S-18, No. 33-15893-NY, incorporated herein by
reference.)
*3.4 Amendment to Certificate of Incorporation of the
Company, filed on January 19, 1994 (Filed as Exhibit
3.4 to the Company's Registration Statement on Form SB-
2, No. 33-80418, and incorporated herein by reference.)
*3.5 Amendment to Certificate of Incorporation of the
Company, filed on July 11, 1995 (Filed as Exhibit 3.5
on Form 10-KSB for fiscal year ended March 31, 1996,
and incorporated herein by reference.)
*3.6 Amendment to Certificate of Incorporation of the
Company, filed on January 31, 1996 (Filed as Exhibit
3.6 on Form 10-KSB for fiscal year ended March 31,
1996, and incorporated herein by reference.)
*10.1 1987 Stock Plan of the Company, as amended (Filed
as Exhibit 4(d) to the Company's Registration Statement
on Form S-8, No. 33-46167, incorporated herein by
reference.)
*10.2 Form of Non-Qualified Stock Option Agreement
between the Company and certain directors (Filed as
Exhibit 10 (n) to the Company's Report on Form 10-KSB
for fiscal year ended March 31, 1988, and incorporated
herein by reference.)
*10.3 Form of Incentive Stock Option Agreement issued
pursuant to the Company's 1987 Stock Plan (Filed as
Exhibit 10 (o) to the Company's Report on Form 10-KSB
for fiscal year ended March 31, 1988, and incorporated
herein by reference.)
*10.4 1991 Non-Employee Director Stock Option Plan of
the Company (Filed as Exhibit 4 (g) to the Company's
Registration Statement on Form S-8, No. 33-46167,
incorporated herein by reference.)
*10.5 1991 Employee Stock Purchase Plan of the Company
(Filed as Exhibit 4 (h) to the Company's Registration
Statement on Form S-8, No. 33-46167, incorporated
herein by reference.)
* Previously filed
<PAGE> 13
Exhibit No Exhibit Description
*10.6 Lease Agreement between ANCO Company and Company
dated as of November 13, 1991 (Filed as Exhibit 10 (bb)
to the Company's Report on Form 10-KSB for fiscal year
ended March 31, 1992, and incorporated herein by
reference.)
*10.7 Factoring Agreement, Assignment and Repurchase
Agreement, Security Agreement and Power of Attorney,
dated as of June 1, 1993, between the Company and
J.T.A. Factors, Inc. (Filed as Exhibit 10 (nn) to the
Company's Report on Form 10-QSB for the quarterly
period ended June 30, 1993.)
*10.8 Company's Registration Statement on Form S-8,
Number 33-69546, filed September 28, 1993 (Filed as
Exhibit 10.40 to the Company's Registration Statement
on Form SB-2, No. 33-80418, and incorporated herein by
reference.)
*10.9 Post-Effective Amendment No. 1 to Company's
Registration Statement on Form S-8, No. 33-69546, filed
October 28, 1993 (Filed as Exhibit 10.41 to the
Company's Registration Statement on Form SB-2, No. 33-
80418, and incorporated herein by reference.)
*10.10 Company's Registration Statement on Form S-8, No.
33-78684, filed May 6, 1994 (Filed as Exhibit 10.42 to
the Company's Registration Statement on Form SB-2, No.
33-80418, and incorporated herein by reference.)
*10.11 Post-Effective Amendment No. 1 to Company's
Registration Statement on Form S-8, No. 33-78684 (Filed
June 6, 1994, and incorporated herein by reference.)
*10.12 Company's Registration Statement on Form S-8, No.
33-81636 (Filed July 18, 1994, and incorporated herein
by reference.)
*10.13 Post-Effective Amendment No. 1 to Company's
Registration Statement on Form S-8, No. 33-81636 (Filed
August 10, 1994, and incorporated herein by reference.)
*10.14 Subscription for shares and investment letter,
dated November 4, 1994, between the Company and Angelo
S. Morini (Filed as Exhibit 10.122 on report 10-QSB,
for the quarterly period ended December 31, 1994, and
incorporated herein by reference.)
*10.15 Balloon promissory note, dated November 4, 1994
(Filed as Exhibit 10.123 on report 10-QSB, for the
quarterly period ended December 31, 1994, and
incorporated herein by reference.)
*10.16 Stock pledge and security agreement dated November
4, 1994 (Filed as Exhibit 10.124 on report 10-QSB, for
the quarterly period ended December 31, 1994, and
incorporated herein by reference.)
*10.17 First Amendment to Lease Agreement between ANCO
Company and the Company dated as of April 1, 1994
(Filed as Exhibit 10.76 on report 10-KSB for the fiscal
year ended March 31, 1995, and incorporated herein by
reference.)
*10.18 Consulting Agreement, dated March 15, 1995,
between Lee Chira and the Company (Filed as Exhibit
10.77 on report 10-KSB for the fiscal year ended March
31, 1995, and incorporated herein by reference.)
* Previously filed
<PAGE> 14
Exhibit No Exhibit Description
*10.19 Consulting Agreement, dated March 15, 1995,
between Martin Consulting, Inc. and the Company (Filed
as Exhibit 10.78 on report 10-KSB for the fiscal year
ended March 31, 1995, and incorporated herein by
reference.)
*10.20 Selling Agreement, dated February 6, 1995, between
Sands Brothers & Co., Ltd. and the Company (Filed as
Exhibit 10.79 on report 10-KSB for the fiscal year
ended March 31, 1995, and incorporated herein by
reference.)
*10.21 Amendment Number 1 to Selling Agreement, dated
February 14, 1995, between Sands Brothers & Co., Ltd.
and the Company (Filed as Exhibit 10.80 on report 10-
KSB for the fiscal year ended March 31, 1995, and
incorporated herein by reference.)
*10.22 Amendment Number 2 to Selling Agreement, dated
March 8, 1995, between Sands Brothers & Co., Ltd. and
the Company (Filed as Exhibit 10.81 on report 10-KSB
for the fiscal year ended March 31, 1995, and
incorporated herein by reference.)
*10.23 Consulting agreement between the Company and Koi
Communications Corporation, dated June 1, 1995. (Filed
as Exhibit 10.82 on report 10-QSB for the quarterly
period ended June 30, 1995, and incorporated herein by
reference.)
*10.24 Employment Agreement dated as of October 10, 1995,
by and between the Company and Angelo S. Morini (Filed
as Exhibit 10.83 on report 8-K, and incorporated herein
by reference.)
*10.25 Balloon Promissory Note dated as of October 11,
1995, by Angelo S. Morini in favor of the Company
(Filed as Exhibit 10.84 on report 8-K, and incorporated
herein by reference.)
*10.26 Stock Pledge and Security Agreement dated as of
October 11, 1995, by and between the Company and Angelo
S. Morini (Filed as Exhibit 10.85 on report 8-K, and
incorporated herein by reference.)
*10.27 Consulting agreement between the Company and
Marshall K. Luther dated August 28, 1995 (Filed as
Exhibit 10.86 on Form 10-QSB/A for the nine months
ended December 31, 1995, and incorporated herein by
reference.)
*10.28 Amendment to Factoring Agreement (original agreement
dated June 1, 1993) dated January 29, 1996 between the
Company and J.T.A. Factors, Inc. (Filed as Exhibit
10.28 on Form 10-KSB for fiscal year ended March 31,
1996, and incorporated herein by reference.)
*10.29 1996 Amendment and Restatement of the 1991 Non-
Employee Director Stock Option Plan (Filed as Exhibit
10.29 on Form 10-KSB for fiscal year ended March 31,
1997, and incorporated herein by reference.)
*10.30 1996 Stock Plan (Filed as Exhibit 10.30 on Form 10-
KSB for fiscal year ended March 31, 1997, and
incorporated herein by reference.)
* Previously filed
<PAGE> 15
Exhibit No Exhibit Description
*10.31 Line of Credit Agreement with Finova Financial
Services (Filed as Exhibit 10.31 on Form 10-KSB for
fiscal year ended March 31, 1997, and incorporated
herein by reference.)
*10.32 Second Amendment to the Lease Agreement between
ANCO Company and the Company dated as April 1, 1994
(Filed as Exhibit 10.32 on Form 10-KSB for fiscal year
ended March 31, 1997, and incorporated herein by
reference.)
*10.33 Purchase Money Accommodation for the Purchase of
Specific Equipment with FINOVA Financial Services
(Filed as exhibit 10.33 on Form 10-QSB for quarter
ended June 30, 1997, and incorporated herein by
reference.)
27 Financial Data Schedule (Filed herewith.)
Reports on Form 8-K
No reports on Form 8-K were filed during the three or
six months ended September 30, 1997.
* - Previously filed
<PAGE> 16
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GALAXY FOODS COMPANY
Date: October 24, 1997 /s/ Angelo S. Morini
Angelo S. Morini
Chairman and President
(Principal Executive Officer)
Date: October 24, 1997 /s/ Cynthia L. Hunter
Cynthia L. Hunter, CPA
Chief Financial Officer
(Principal Financial and
Accounting Officer)
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