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 December 31, 1996
_____________________________
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 February 11, 1997, there were 56,840,259 Shares of Common
Stock, $.01 par value per share, outstanding.
<PAGE> 2
GALAXY FOODS COMPANY
Index to Form 10-QSB
For Quarter Ended December 31, 1996
PAGE NO.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets 3
Statements of Operations 4
Statements of Stockholders' Equity 5-6
Statements of Cash Flows 7-8
Notes to Financial Statements 9-10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11-13
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 14-18
SIGNATURES 19
<PAGE> 3
PART I. FINANCIAL STATEMENTS
GALAXY FOODS COMPANY
BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
DECEMBER 31, MARCH 31,
1996 1996
(unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 18,989 $ 127,936
Marketable securities 491,480 --
Trade receivables, net 1,623,887 717,437
Inventories 2,403,585 1,188,674
Prepaid expenses 439,202 289,317
Total current assets 4,977,143 2,323,364
PROPERTY & EQUIPMENT, NET 7,562,406 5,286,452
OTHER ASSETS 201,513 422,156
TOTAL $ 12,741,062 $ 8,031,972
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Line of credit $ 96,559 $ --
Book overdraft 269,020 --
Accounts payable - trade 240,245 283,527
Accrued liabilities 324,223 323,594
Current portion of note payable -- 63,451
Current portion of obligations under
capital leases 31,301 56,788
Total current liabilities 961,348 727,360
OBLIGATIONS UNDER CAPITAL LEASES,
less current portion 37,321 35,926
Total liabilities 998,669 763,286
COMMITMENTS AND CONTINGENCIES -- --
STOCKHOLDERS' EQUITY:
Convertible preferred stock 32 --
Common stock 559,962 534,218
Additional paid-in capital 40,980,872 35,452,644
Accumulated deficit (17,026,273) (15,921,976)
24,514,593 20,064,886
Less: Notes receivable arising
from the exercise of stock options
and sale of common stock 12,772,200 12,796,200
Total stockholders' equity 11,742,393 7,268,686
TOTAL $ 12,741,062 $ 8,031,972
</TABLE>
See accompanying notes to the financial statements.
<PAGE> 4
GALAXY FOODS COMPANY
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
DECEMBER 31, DECEMBER 31,
(unaudited) (unaudited)
1996 1995 1996 1995
<S> <C> <C> <C> <C>
NET SALES $ 4,376,126 $ 1,029,786 $ 12,864,562 $ 2,298,666
COST OF GOODS SOLD 3,842,937 962,420 11,074,438 2,247,046
Gross Margin 533,189 67,366 1,790,124 51,620
OPERATING EXPENSES:
Selling 564,895 313,627 1,404,974 814,455
Delivery 186,305 82,993 456,574 230,312
General and administrative316,035 371,643 965,082 921,805
Research and development 48,350 36,496 153,953 79,707
Total 1,115,585 804,759 2,980,583 2,046,279
OPERATING LOSS (582,396) (737,393) (1,190,459) (1,994,659)
OTHER INCOME (EXPENSE):
Interest expense (7,700) (44,500) (17,581) (70,822)
Interest income 17,242 28,551 100,910 75,021
Other income (2,268) 1,480 2,833 35,747
Total 7,274 (14,469) 86,162 39,946
NET LOSS (575,122) (751,862) (1,104,297) (1,954,713)
PREFERRED STOCK DIVIDENDS -- -- -- (137,977)
NET LOSS APPLICABLE TO
COMMON STOCK $ (575,122) $ (751,862) $ (1,104,297) $ (2,092,690)
LOSS PER COMMON SHARE $ (.02) $ (.02) $ (.03) $ (.09)
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 35,114,929 32,618,849 34,574,224 24,170,517
</TABLE>
See accompanying notes to the financial statements.
<PAGE> 5
GALAXY FOODS COMPANY
Statements of Stockholders' Equity
<TABLE>
<CAPTION> Convertible
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, 1995 14,024,826 $ 140,248 -- $ -- $ 15,530,314 $ (12,501,401) $ (1,200,000) $ 1,969,161
Exercise of options 64,000 640 -- -- 31,360 -- (24,000) 8,000
Issuance of common stock
through Reg S offering 3,978,464 39,785 -- -- 1,780,393 -- -- 1,820,178
Issuance of convertible preferred
stock through Reg S offering -- -- 353,755 3,537 5,990,557 -- -- 5,994,094
Stock dividends paid 135,753 1,358 -- -- 136,619 (137,977) -- 0
Conversion of convertible preferred
stock into common stock 16,760,458 167,604 (353,755) (3,537) (164,067) -- -- 0
Reversal to unissued stock (4,153) (42) -- -- (5,928) -- -- (5,970)
Issuance of common stock
per employment agreement 18,000,000 180,000 -- -- 11,392,200 -- (11,572,200) 0
Issuance of common stock in
payment of consulting fees 200,000 2,000 -- -- 108,500 -- -- 110,500
Exercise of warrants 240,000 2,400 -- -- 181,850 -- -- 184,250
Issuance of common stock under
employee stock purchase plan 22,500 225 -- -- 11,025 -- -- 11,250
Issuance of warrants -- -- -- -- 459,821 -- -- 459,821
Net loss -- -- -- -- -- (3,282,598) -- (3,282,598)
Balance at March 31, 1996 53,421,848 $ 534,218 -- $ -- $ 35,452,644 $ (15,921,976) $(12,796,200) $ 7,268,686
Exercise of options 78,166 782 -- -- 38,501 -- -- 39,283
Issuance of common stock under
employee stock purchase plan 65,415 654 -- -- 68,686 -- -- 69,340
Collection of note receivable -- -- -- -- -- -- 24,000 24,000
Issuance of common stock
through Reg D offering 1,337,524 13,376 -- -- 1,846,095 -- -- 1,859,471
Issuance of convertible
preferred stock through
Reg D offering -- -- 4,000 40 3,733,901 -- -- 3,733,941
Conversion of convertible
preferred stock into common
stock 913,239 9,132 (761) (8) (9,124) -- -- 0
Issuance and revaluation
of warrants -- -- -- -- (251,750) -- -- (251,750)
Exercise of warrants 180,000 1,800 -- -- 101,919 -- -- 103,719
Net loss -- -- -- -- -- (1,104,297) -- (1,104,297)
Balance at December 31,
1996 (unaudited) 55,996,192 $ 559,962 3,239 $ 32 $ 40,980,872 $ (17,026,273) $ (12,772,200) $ 11,742,393
</TABLE>
See accompanying notes to the financial statements.
<PAGE> 7
GALAXY FOODS COMPANY
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
NINE MONTHS ENDED
DECEMBER 31,
(unaudited)
1996 1995
<S> <C> <C>
CASH FLOWS FROM/(USED IN)
OPERATING ACTIVITIES:
Net Loss $ (1,104,297) $ (1,954,713)
ADJUSTMENTS TO RECONCILE NET
LOSS TO NET CASH USED IN
OPERATING ACTIVITIES:
Depreciation expense 297,032 235,734
(Gain)/Loss on sale of assets 4,877 (20,709)
Gain on sale of marketable securities
Provision for losses on trade receivables -- 55,432
Issuance of common stock in payment of
consulting services -- 112,500
Issuance of common stock warrants in payment
of consulting services 5,236 --
Reversal to unissued stock -- (5,970)
(Increase) decrease in:
Trade receivables (906,450) (391,595)
Inventories (1,214,911) (552,960)
Prepaid expenses (149,885) (72,172)
Increase (decrease) in:
Accounts payable (43,282) (397,102)
Accrued liabilities 629 125,615
NET CASH USED IN OPERATING
ACTIVITIES (3,111,051) (2,865,940)
CASH FLOWS FROM/(USED IN) INVESTING
ACTIVITIES:
Proceeds from sale of property and
equipment 22,500 29,668
Purchase of marketable securities, net (491,480) --
Purchase of property and equipment (2,574,258) (1,295,087)
(Increase) decrease in other assets (36,343) 149,216
NET CASH USED IN INVESTING
ACTIVITIES (3,079,581) (1,116,203)
<PAGE> 8
GALAXY FOODS COMPANY
STATEMENTS OF CASH FLOWS (continued)
NINE MONTHS ENDED
DECEMBER 31,
(unaudited)
1996 1995
CASH FLOWS FROM/(USED IN) FINANCING
ACTIVITIES:
Principal payments on stockholder notes -- (2,697,388)
Principal payments on note payable (63,451) --
Net borrowings on line of credit 96,559 --
Book overdraft 269,020 --
Principal payments on capital lease
obligations (50,197) (57,928)
Proceeds from issuance of common stock,
net of offering costs 1,928,811 1,875,997
Proceeds from issuance of convertible
preferred stock, net of offering costs 3,733,941 6,310,404
Proceeds from exercise of common stock
options 39,283 500
Proceeds from exercise of common stock
warrants 103,719 --
Collection of note receivable for common
stock 24,000 --
NET CASH FROM FINANCING
ACTIVITIES 6,081,685 5,431,585
NET INCREASE/(DECREASE) IN CASH AND
CASH EQUIVALENTS (108,947) 1,449,442
CASH AND CASH EQUIVALENTS, BEGINNING
OF PERIOD 127,936 16,205
CASH AND CASH EQUIVALENTS, END
OF PERIOD $ 18,989 $ 1,465,647
</TABLE>
See accompanying notes to the financial statements.
<PAGE> 9
GALAXY FOODS COMPANY
NOTES TO FINANCIAL STATEMENTS
(1) Management representation
The interim financial statements of Galaxy Foods Company
(the "Company") included herein are unaudited. In the
opinion of management, the financial statements include all
adjustments that are necessary for a fair presentation of
such information for the periods presented.
(2) Reclassifications
Certain items in the financial statements of prior periods
have been reclassified to conform to current period
presentation.
(3) Change in Method of Accounting for Stock-Based Compensation
Effective April 1, 1995, the Company adopted the Statement
of Financial Accounting Standards No. 123 ("SFAS 123"),
"Accounting for Stock-Based Compensation" which establishes
fair value as the measurement basis for transactions in
which an entity acquires goods or services from nonemployees
in exchange for equity instruments. Under the provisions of
SFAS 123, the Company has elected not to adopt the fair
value method for stock issued to employees, but will instead
account for all employee stock transactions under APB
Opinion No. 25, "Accounting for Stock Issued to Employees."
(4) Inventories
Inventories are summarized as follows:
DECEMBER 31, MARCH 31,
1996 1996
(unaudited)
Raw materials $ 1,871,419 $ 770,940
Finished goods 532,166 417,734
Total $ 2,403,585 $ 1,188,674
(5) Sale of Securities
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. The convertible preferred stock has a
liquidation preference of $1,000 per share. The holders of
the convertible preferred stock have the right to convert
such shares into shares of the Company's common stock at any
time after June 30, 1996 at a conversion price equal to
71.5% of the average market price of the common stock for
the five consecutive trading days ending one trading day
prior to the date of the Company's receipt of a notice of
conversion from the holder; provided that none of the
buyers' aggregate shares of the Company's common stock
exceed 4.9% of the then outstanding shares of common stock.
As of February 7, 1997, 1,298 shares of the convertible
preferred stock have been converted into 1,714,306 shares of
the Company's common stock at an average conversion price of
$.76 per share.
(6) Net Loss per Share
Loss per share is computed based on the weighted average
number of shares outstanding during the period. Common
stock equivalents have not been included since the effect
would be antidilutive.
<PAGE> 10
GALAXY FOODS COMPANY
NOTES TO FINANCIAL STATEMENTS
(Continued)
(7) Line of Credit
The Company obtained a $2 million expandable line of credit
with Finova Capital Corporation on October 31, 1996 bearing
interest at prime plus two percent (10.25% on December 31,
1996). The line is secured by accounts receivable,
inventory and certain machinery and equipment. At December
31, 1996, the Company had $1,903,441 available on this line.
(8) Note Payable
Note payable consisted of an unsecured note payable to a
third party, bearing interest at prime plus 3% (11.25% at
March 31, 1996). The entire balance plus accrued interest
was paid in full by June 30, 1996.
(9) Common Stock Options and Warrants Issued for Consulting
During the nine months ended December 31, 1996, consulting
expense of $72,736 was recognized on common stock warrants
granted to consultants. In addition, $72,808 has been
recorded in other assets as of December 31, 1996 for the
value of warrants issued for future services. All such
options and warrants were recorded as additional paid-in
capital during the nine months ended December 31, 1996.
(10) 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 nine months ended December 31, 1996 1995
Non-cash financing and investing activities:
Deferred public offering costs applied
to the proceeds -- 403,164
Purchase of equipment under capital
lease obligation 26,105 --
Warrants issued for consulting
services (251,750) --
Cash paid for:
Interest 24,560 70,822
<PAGE> 11
GALAXY FOODS COMPANY
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations
Net Sales increased 325% to $4,376,126 in the quarter ended
December 31, 1996, compared to net sales of $1,029,786 for the
quarter ended December 31, 1995. In addition, net sales for the
nine months ended December 31, 1996 increased $10,565,896 or 460%
over net sales for the nine months ended December 31, 1995. This
large increase in sales was attributed to the introduction of new
and improved products to the retail market, as well as the
escalation of orders from major foodservice and retail customers
at the end of fiscal 1996 and throughout fiscal 1997. Also,
there was a large increase in marketing activities promoting
these new products. In addition, the Company was able to improve
its cash flow position through financing activities, which
allowed it to fill customer orders on a timely basis. The
inability to fill orders on time was a problem in the first two
quarters of fiscal 1996. (See "Management's Discussion and
Analysis of Financial Conditions and Results of Operations -
Liquidity and Capital Resources").
Cost of Goods Sold was 88% of net sales for the quarter ended
December 31, 1996, compared to 93% of net sales for the same
period ended December 31, 1995. Cost of goods sold was 86% of net
sales for the nine months ended December 31, 1996, compared to
98% of net sales for the same period ended December 31, 1995.
This improvement in cost is mainly a result of longer production
runs creating greater production efficiencies and sales volume
increasing enough to cover the Company's fixed costs. There was
a decline in the margins in the third quarter due to the large
fluctuations in dairy commodity prices. Management will continue
to focus on reducing cost of goods sold as a percentage of net
sales in the coming quarters through production efficiencies,
price control and changes in the product mix. Longer production
runs will be feasible in the fourth quarter due to the
installation of a second individually wrapped slice (IWS) machine
with double the capacity of the first machine installed in
October 1995.
Selling expenses of $564,895 were 80% higher for the quarter
ended December 31, 1996, compared with selling expenses of
$313,627 for the same period ended December 31, 1995. Selling
expenses for the nine months ended December 31, 1996 were up
$590,519 or 73% higher than the expense for the nine months ended
December 31, 1995. This increase in selling expenses over the
same period a year ago is mainly attributed to an increase in
initial product introduction charges, advertising, brokerage
costs and marketing personnel. For the comparable periods one
year ago, strict cost reductions were put into place due to a
lack of working capital; therefore, the Company's marketing and
advertising costs were significantly less. Brokerage costs are a
function of sales; therefore, as sales increase, brokerage
expenditures rise proportionately.
Delivery expenses were $186,305 and $456,574 for the quarter and
the nine months, respectively, ended December 31, 1996, compared
with expenses of $82,993 and $230,312 for the same respective
periods ended December 31, 1995. The increase in delivery costs
is a direct result of the increase in sales shipments to
customers. However, the ratio of delivery expense to net sales
is decreasing due to more favorable shipping rates, larger orders
and customers absorbing more of the delivery costs.
General and Administrative expenses decreased 15% or $55,608 for
the quarter ended December 31, 1996, compared with the same
period ended December 31, 1995. This decrease is the result of
lower professional fees during the quarter. G&A expenses were
$965,082 for the nine months ended December 31, 1996 compared to
$921,805 for the nine months ended December 31, 1995. The
increase is attributed mostly to sales & property taxes, rent and
insurance.
<PAGE> 12
GALAXY FOODS COMPANY
Management's Discussion and Analysis of
Financial Condition and Results of Operations
(Continued)
Research and Development expenses increased $11,854 for the
quarter ended December 31, 1996 when compared to the same period
for the prior year. For the nine months ended December 31, 1996,
R&D expense increased $74,246 or 93%. This increase in expense
is due largely to employee relocation allowances paid during the
first quarter of fiscal 1997, increased wage expense and a change
in expense allocations between divisions. The Company does not
expect to pay any further relocation allowances this fiscal year.
Other Income and Expense for the quarter ended December 31, 1996
resulted in income of $7,274 compared to expense of $14,469 for
the same period last year. Income for the nine months ended
December 31, 1996 increased $46,216 or 116% over the same period
ended December 31, 1995. This increase in income resulted from
an increase in interest income due to the additional cash
reserves produced by the sale of the Company's securities and a
decrease in interest expense due to little or no debt during most
of fiscal 1997 compared to fiscal 1996. (See "Management's
Discussion and Analysis of Financial Conditions and Results of
Operations - Liquidity and Capital Resources").
Liquidity and Capital Resources
Operating Activities -- Net cash used in operating activities was
$3,111,051 for the nine months ended December 31, 1996 compared
to net cash used of $2,830,302 for the same period in 1995. This
increase resulted from the build-up of inventory and receivables
over prior year levels as a result of the increase in the
Company's sales.
Investing Activities -- Net cash used in investing activities
totaled $3,079,581 for the nine months ended December 31, 1996
compared to net cash used of $1,145,871 for the same period in
1995. This large increase was the result of the Company
investing its cash reserves from its financing activities into
marketable securities and the purchase of several large items of
production equipment.
Financing Activities -- Net cash flows from financing activities
were $6,081,685 for the nine months ended December 31, 1996
compared to $5,425,615 for the same period in 1995. The large
cash flows from financing activities resulted from a Regulation D
offering of the Company's stock in fiscal 1997 and a Regulation S
offering of the Company's stock in fiscal 1996.
On April 16, 1996, the Company completed a Regulation D 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 March 3, 1995, the Company began offering certain of its
securities to non-US. persons under Regulation S promulgated by
the Securities and Exchange Commission under the Securities Act
of 1933, as amended. These sales of securities continued through
the beginning of September 1995 with sales totaling 5,590,372
shares of Common Stock at the average price of $0.92 per share.
Additionally, the Company sold 353,755 shares of the Company's
convertible preferred stock at an average price of $20.06 per
share for total gross proceeds of $7,095,700. The resulting
proceeds from all securities sold during the offering were
approximately $12.2 million, of which $2,088,360 was used to pay
investment brokerage commissions and related offering fees and
over $3 million was used to eliminate the principal and accrued
interest on all debt owed to stockholders.
<PAGE> 13
GALAXY FOODS COMPANY
Management's Discussion and Analysis of
Financial Condition and Results of Operations
(Continued)
On October 31, 1996, the Company finalized an expandable $2
million line of credit with Finova Capital Corporation with
interest set at prime plus two percent. Management believes that
this line will ensure the Company's ability to meet customer
demands, expand its production capacities and improve gross
margins until a positive cash flow can be achieved.
In January 1997, the Company placed its new individually wrapped
slice (IWS) machine into service. This addition of this machine
gives the Company the ability to produce a total of 2,400 slices
per minute. Management fully expects this new machine to
increase sales and improve gross margin by reducing overtime and
overhead costs.
In August 1997, the Company expects its new pullman/ribbon loaf
machine to be in place for production of foodservice cheese
sliced products. The Company has already paid for half of the
cost of this machine and expects to pay for the remainder of the
machine and the required ancillary equipment through its line of
credit or other means of equipment financing. With the addition
of this machine, the Company has the ability to produce up to
$100 million annually at its current location.
<PAGE> 14
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.
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed by Galaxy Foods Company
during the quarter ended December 31, 1996.
<PAGE> 15
Item 13. 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, 1996 (Filed as Exhibit 3.5
on report 10-KSB for the 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 report 10-KSB for the fiscal year ended March
31, 1996, and incorporated herein by reference.)
* 4.1 Certificate of Designations, Preferences and
Rights of Series A Convertible Preferred Stock of
Galaxy Foods Company, as filed with the Secretary of
State of Delaware on April 16, 1996 (Filed as Exhibit
4.1 on report 8-K, filed for events occurring as of
April 16, 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-K 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-K 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.)
*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-K 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.)
*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, filed for events
occurring as of October 11, 1995 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, filed for events
occurring as of October 11, 1995, 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, filed
for events occurring as of October 11, 1995, 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 report 10-KSB for the fiscal year
ended March 31, 1996, and incorporated herein by
reference.)
*10.29 Securities Purchase Agreement, dated April 16,
1996, by and among Galaxy Foods Company and the buyers
party thereto (Filed as Exhibit 10.74 on report 8-K,
filed for events occurring as of April 16, 1996 and
incorporated herein by reference.)
*10.30 Registration Rights Agreement, dated April 16,
1996, by and among Galaxy Foods Company and the buyers
party thereto (Filed as Exhibit 10.75 on report 8-K,
filed for events occurring as of April 16, 1996 and
incorporated herein by reference.)
27 Financial Data Schedule (Filed herewith.)
*99.1 Press Release issued by the Company dated April
17, 1996 (Filed as Exhibit 99.1 on report 8-K, filed
for events occurring as of April 16, 1996 and
incorporated herein by reference.)
* Previously filed.
<PAGE> 19
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.
GALAXY FOODS COMPANY
Date: February 11, 1997 /s/ Angelo S. Morini
Angelo S. Morini
Chairman and President
(Principal Executive Officer)
Date: February 11, 1997 /s/ LeAnn H. Davis, CPA
LeAnn H. Davis, CPA
Chief Financial Officer
(Principal Financial and Accounting
Officer)
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