<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
COMMISSION FILE NUMBER 0-16251
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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 July 31, 2000, there were 9,170,104 shares of Common Stock $.01 par
value per share, outstanding.
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GALAXY FOODS COMPANY
INDEX TO FORM 10-Q
FOR QUARTER ENDED JUNE 30, 2000
PAGE NO.
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Balance Sheets 3
Statements of Income 4
Statement of Stockholders' Equity 5
Statements of Cash Flows 6
Notes to Financial Statements 7-8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 9-12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 12
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 12
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 13
SIGNATURES 14
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
BALANCE SHEETS
GALAXY FOODS COMPANY
<TABLE>
<CAPTION>
JUNE 30, MARCH 31,
2000 2000
------------ ------------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ -- $ 383
Trade receivables, net 7,304,290 7,456,936
Inventories 12,850,873 9,022,948
Other receivables 457,451 296,291
Deferred tax asset 693,000 453,000
Prepaid expenses 2,076,873 1,521,634
------------ ------------
Total current assets 23,382,487 18,751,192
PROPERTY & EQUIPMENT, NET 18,206,400 16,020,746
DEFERRED TAX ASSET 867,000 867,000
OTHER ASSETS 808,586 811,455
------------ ------------
TOTAL $ 43,264,473 $ 36,450,393
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Book overdrafts $ 1,739,560 $ 1,694,753
Line of credit 5,918,098 4,784,999
Accounts payable - trade 7,115,353 5,016,556
Accrued liabilities 154,678 167,334
Current portion of term note payable 78,705 78,705
Current portion of obligations under capital leases 28,572 30,364
------------ ------------
Total current liabilities 15,034,966 11,772,711
TERM NOTE PAYABLE,
less current portion 6,791,819 3,914,201
SUBORDINATED NOTE PAYABLE 3,207,907 3,168,607
OBLIGATIONS UNDER CAPITAL LEASES,
less current portion 69,461 69,829
------------ ------------
Total liabilities 25,104,153 18,925,348
------------ ------------
COMMITMENTS AND CONTINGENCIES -- --
STOCKHOLDERS' EQUITY:
Common stock 91,969 91,845
Additional paid-in capital 48,334,806 48,289,955
Accumulated deficit (17,395,231) (18,084,555)
------------ ------------
31,031,544 30,297,245
Less: Notes receivable arising from the exercise
of stock options and sale of common stock 12,772,200 12,772,200
Less: Treasury stock, 26,843, at cost 99,024 --
------------ ------------
Total stockholders' equity 18,160,320 17,525,045
------------ ------------
TOTAL $ 43,264,473 $ 36,450,393
============ ============
</TABLE>
See accompanying notes to condensed financial statements.
3
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GALAXY FOODS COMPANY
STATEMENTS OF INCOME
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30,
2000 1999
------------ ------------
(Unaudited) (Unaudited)
<S> <C> <C>
NET SALES $ 11,256,421 $ 10,381,075
COST OF GOODS SOLD 7,207,913 6,590,662
------------ ------------
Gross margin 4,048,508 3,790,413
------------ ------------
OPERATING EXPENSES:
Selling 1,912,888 1,745,609
Delivery 651,375 441,844
General and administrative 714,098 852,211
Research and development 56,910 41,662
------------ ------------
Total operating expenses 3,335,271 3,081,326
------------ ------------
INCOME FROM OPERATIONS 713,237 709,087
------------ ------------
OTHER INCOME (EXPENSE):
Interest expense (263,153) (79,033)
Other income (expense) (760) 630
------------ ------------
Total (263,913) (78,403)
------------ ------------
NET INCOME BEFORE INCOME TAXES $ 449,324 $ 630,684
INCOME TAX BENEFIT (EXPENSE) 240,000 (15,000)
------------ ------------
NET INCOME $ 689,324 $ 615,684
============ ============
BASIC NET EARNINGS PER
COMMON SHARE $ 0.08 $ 0.07
============ ============
DILUTED NET EARNINGS PER
COMMON SHARE $ 0.07 $ 0.07
============ ============
</TABLE>
See accompanying notes to condensed financial statements.
4
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GALAXY FOODS COMPANY
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Notes
Common Stock Additional Receivable
--------------------- Paid-In Accumulated for Common Treasury
Shares Par Value Capital Deficit Stock Stock Total
--------- --------- ----------- ------------- ------------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at March 31, 2000 9,184,546 $91,845 $48,289,955 $(18,084,555) $(12,772,200) $ -- $ 17,525,045
Purchase of treasury stock -- -- -- -- -- (99,024) (99,024)
Issuance of common stock
under employee stock
purchase plan 12,401 124 44,851 -- -- -- 44,975
Net income -- -- -- 689,324 -- -- 689,324
--------- ------- ----------- ------------ ------------ -------- ------------
Balance at June 30, 2000
(unaudited) 9,196,947 $91,969 $48,334,806 $(17,395,231) $(12,772,200) $(99,024) $ 18,160,320
========= ======= =========== ============ ============ ======== ============
</TABLE>
5
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GALAXY FOODS COMPANY
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30,
2000 1999
----------- -----------
(Unaudited) (Unaudited)
<S> <C> <C>
CASH FLOWS USED IN OPERATING ACTIVITIES:
Net Income $ 689,324 $ 615,684
ADJUSTMENTS TO RECONCILE NET INCOME
TO NET CASH USED IN OPERATING ACTIVITIES:
Depreciation expense 339,753 201,644
Amortization of debt discount 39,300 --
Consulting and director services paid in exchange
for issuance of common stock warrants 2,869 3,421
Deferred tax benefit (240,000) --
(Increase) decrease in:
Trade receivables 152,646 (1,162,892)
Other receivables (161,160) --
Inventories (3,827,925) (350,843)
Prepaid expenses (555,239) (6,473)
Increase (decrease) in:
Accounts payable 2,167,950 193,633
Accrued liabilities (81,809) (48,587)
----------- -----------
NET CASH USED IN
OPERATING ACTIVITIES (1,474,291) (554,413)
----------- -----------
CASH FLOWS USED IN INVESTING
ACTIVITIES:
Purchase of property and equipment (2,525,407) (449,220)
Increase in other assets -- (22,229)
----------- -----------
NET CASH USED IN INVESTING
ACTIVITIES (2,525,407) (471,449)
----------- -----------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Net borrowings on line of credit 1,133,099 1,016,852
Book overdrafts 44,807 117,116
Borrowings on term note payable 2,877,618 --
Principal payments on note payable -- (103,462)
Principal payments on capital lease obligations (2,160) (4,538)
Proceeds from issuance of common stock 44,975 --
Purchase of treasury stock (99,024) --
----------- -----------
NET CASH FROM FINANCING ACTIVITIES 3,999,315 1,025,968
----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS (383) 106
CASH AND CASH EQUIVALENTS, BEGINNING
OF PERIOD 383 112
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ -- $ 218
=========== ===========
</TABLE>
See accompanying notes to condensed financial statements.
6
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GALAXY FOODS COMPANY
NOTES TO 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 financial statements should be read in conjunction with the
financial statements and the related disclosures contained in the
Company's Form 10-K dated June 27, 2000, filed with the Securities and
Exchange Commission.
(2) RECLASSIFICATIONS
Certain items in the financial statements of the prior period have been
reclassified to conform to current period presentation.
SEGMENT INFORMATION
The Company does not identify separate operating segments for
management reporting purposes. The results of operations are the basis
on which management evaluates operations and makes business decisions.
(3) INVENTORIES
Inventories are summarized as follows:
<TABLE>
<CAPTION>
JUNE 30, MARCH 31,
2000 2000
(unaudited)
-------------------------------------------------------------------------------------------------------
<S> <C> <C>
Raw materials $ 5,872,321 $ 4,005,324
Finished goods 6,978,552 5,017,624
-------------------------------------------------------------------------------------------------------
Total $ 12,850,873 $ 9,022,948
--------------------------------------------------------------------------------------------------------
</TABLE>
(4) EARNINGS PER SHARE
The following is a reconciliation of basic net earnings per share to
diluted net earnings per share for the three month periods ended June
30, 2000 and 1999:
<TABLE>
<CAPTION>
Three months Ended June 30,
2000 1999
(unaudited) (unaudited)
<S> <C> <C>
Basic net earnings per share $ .08 $ .07
Weighted average shares outstanding - basic 9,188,089 9,183,032
Potential shares exercisable under stock
option plans 1,412,642 272,000
Potential shares exercisable under warrant
agreements 915,000 613,423
Less: Shares assumed repurchased under
treasury stock method (2,036,659) (875,401)
---------- ----------
Average shares outstanding - diluted 9,479,072 9,193,054
Diluted earnings per share $ .07 $ .07
========== ==========
</TABLE>
7
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GALAXY FOODS COMPANY
NOTES TO CONDENSED FINANCIAL STATEMENTS
(CONTINUED)
(5) 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.
<TABLE>
<CAPTION>
For the three months ended June 30, 2000 1999
----------------------------------------------------------------------------------------
(unaudited) (unaudited)
<S> <C> <C>
Noncash financing and investing activities:
Consulting and directors services paid in exchange for
issuance of common stock warrants $ 2,869 $ 3,421
Cash paid for:
Interest $331,040 $214,530
</TABLE>
(6) INCOME TAXES
The Company recorded a deferred tax benefit of $240,000 for the three
months ended June 30, 2000 which reduced the Company's valuation
allowance and states the deferred tax asset of $1,560,000 at June 30,
2000 at estimated net realizable value. The deferred tax asset
represents mainly tax operating loss carryforwards incurred in prior
years, which are expected to be realized in the future. Based upon an
assessment of all available evidence, management believes that
realization of the deferred tax asset is more likely than not.
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<PAGE> 9
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
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.
Galaxy Foods Company (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, food service and industrial markets.
The Company's headquarters and manufacturing facilities are located in Orlando,
Florida.
RESULTS OF OPERATIONS
NET SALES were $11,256,421 in the quarter ended June 30, 2000, compared to net
sales of $10,381,075 for the quarter ended June 30, 1999, an increase of 8%. The
increase in sales was primarily attributed to an increase in sales generated by
marketing activities related to the promotion of the Company's Veggie brand of
products. The Company elected to discontinue approximately $1,000,000 worth of
lower margin private label business for the quarter ended June 30, 2000. This
business was replaced by higher margin sales of the Veggie line of products.
Marketing activities included print, television and radio advertising in key
markets across the country, as well as expansion of shelf space for the
Company's products in certain retail stores.
COST OF GOODS SOLD were $7,207,913 representing 64% of net sales for the quarter
ended June 30, 2000, compared with $6,590,662 or 63% of net sales for the same
period ended June 30, 1999. The slight decline in gross margin is the result of
increased fixed costs associated with the additional equipment which was placed
in service during fiscal 2000 and additional warehouse space leased in December
1999.
SELLING expenses were $1,912,888 for the quarter ended June 30, 2000, compared
with $1,745,609 for the same period ended June 30, 1999, an increase of 9%. The
increase in expenses is due to brokerage commissions that increase in proportion
to the increase in sales. In addition, the Company continues its advertising
campaign to promote the Company's flagship line of products, Veggie. This
campaign includes print, television, and radio advertising and focuses on key
markets throughout the country where distribution of the Company's products is
widespread. The Company also incurred increased slotting fees to expand its
shelf space in retail stores in the June 2000 period.
DELIVERY expenses were $651,375 for the quarter ended June 30, 2000, compared
with $441,844 for the same period ended June 30, 1999, a 47% increase. The
increase in delivery costs is a result of increasing fuel costs as well as a
general increase in freight costs for the industry. In addition, freight expense
increased in direct proportion to the increase in sales.
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GENERAL AND ADMINISTRATIVE expenses were $714,098 for the quarter ended June 30,
2000, compared with $852,211 for the same period ended June 30, 1999, a 16%
decrease. This decrease is primarily attributed to increased expenses for
consulting services related to Year 2000 readiness during fiscal 2000.
RESEARCH AND DEVELOPMENT expenses were $56,910 for the quarter ended June 30,
2000, compared with $41,662 for the quarter ended June 30, 1999. This 37%
increase in expenses is mainly the result of the addition of an additional food
scientist during the first quarter of fiscal 2000.
INTEREST expense increased to $263,153 for the quarter ended June 30, 2000 from
$79,033 for the quarter ended June 30, 1999. Interest capitalized to
construction in progress was $67,867 during the three months ended June 30,
2000. On September 30, 1999, the Company entered into a $4,000,000 subordinated
note payable with Finova Mezzanine Corporation. This debt bears interest at a
rate of 13.5% and includes an original issue discount of $786,900, which is
amortized through interest expense. During the first quarter of fiscal 2001,
$39,300 was amortized to interest expense. The increase is also the result of
additional borrowings on the Company's line of credit to finance the increase in
inventory. In March 2000, the Company signed an $8.5 million term note payable,
which has a balance of $6,870,524 as of June 30, 2000. This note was used to pay
off the Company's prior term note payable and to finance approximately $6
million in new equipment to expand the Company's production capacity.
INCOME TAX BENEFIT for the quarter ended June 30, 2000 was $240,000 compared to
income tax expense of $15,000 for the same period in the prior year at June 30,
2000. The Company has recorded a deferred tax asset of $1,560,000 derived mainly
from tax net operating losses incurred in prior years, which are expected to be
realized in the future. This represents approximately 40% of the tax net
operating loss carry forward available at June 30,2000.
LIQUIDITY AND CAPITAL RESOURCES
OPERATING ACTIVITIES -- Net cash used by operating activities was $1,474,291 for
the three months ended June 30, 2000 compared to net cash used of $554,413 for
the same period in 1999. The increase in cash used for operations is the result
of a build-up of inventory and an increase in prepaid expenses which were
partially offset by an increase in accounts payable. In an effort to increase
response time to customer orders and convert from distributor to direct sales,
the Company is accumulating an inventory of finished goods of its most popular
product lines. The Company's increase in raw materials was the result of a
contract buying decision to lock in a lower price of casein, the Company's
primary raw ingredient. In addition, prepaid expenses increased due to slotting
fees paid to retailers to increase shelf space and move the Veggie line of
products from the dairy to produce section of stores, as well as an increase in
prepaid advertising and trade shows.
INVESTING ACTIVITIES -- Net cash used in investing activities totaled $2,525,407
for the three months ended June 30, 2000 compared to net cash used of $471,449
for the same period in 1999. The increase in cash used for investing activities
during fiscal 2000 as compared to fiscal 1999 resulted from purchases and
construction of production equipment which will double the Company's production
capacity on key products.
FINANCING ACTIVITIES -- Net cash flows provided by financing activities were
$3,999,315 for the three months ended June 30, 2000 compared to cash flows
provided by financing activities of $1,025,968 for the same period in 1999. This
increase is attributed to draws on the Company's new equipment term note payable
as well as additional draws on the line of credit to finance the increase in
inventory levels.
During November 1996, the Company entered into a two-year agreement which
provided a $2 million line of credit for working capital and expansion purposes.
The availability under this line
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of credit was increased to $3 million in February 1997, $3.5 million in June
1998, $5.5 million in December 1998 and $7.5 million in April 2000. The amount
available under the line of credit is based on a formula of 80% of eligible
accounts receivable plus 35% of eligible inventories in an amount not to exceed
$3,000,000, as defined in the agreement. Amounts outstanding under the agreement
are collateralized by all accounts receivable, inventory and machinery and
equipment owned by the Company. Interest is payable on the outstanding balance
of the line of credit at a rate of prime plus one half percent (9.25% at June
30, 2000). The line of credit expires on October 31, 2002.
On June 27, 1997, the Company secured a $1.5 million term note payable to
finance the acquisition of certain production equipment. Amounts outstanding
under the agreement are collateralized by machinery and equipment owned by the
Company. During June 1998, the Company signed an amendment to the above contract
which expanded the term note payable to $3 million. This note was payable at the
rate of $432,000 per year, with a balloon payment due on October 31, 2001. This
note was paid in full during March 2000 through a new financing agreement with
SouthTrust Bank, N.A. The new term note payable has availability to a maximum of
$8.5 million and bears interest at the prime rate (8.75% at June 30, 2000). This
note is payable interest only through February 1, 2001, with monthly principal
payments of $78,705, plus interest payable beginning March 1, 2001. The note
will mature on March 1, 2005. Amounts under the new agreement are collateralized
by machinery and equipment owned by the Company. The new note is being used to
finance new production equipment that the Company anticipates purchasing in
fiscal 2001.
On September 30, 1999, the Company secured a $4 million subordinated note
payable less loan costs of $380,000 to finance working capital and capital
improvement needs of the Company. Amounts outstanding under the agreement are
collateralized by a subordinated lien on substantially all assets of the
Company. The subordinated note is payable interest only monthly with a principal
payment in one lump sum upon maturity on September 30, 2004 and bears interest
at a rate of 13.5%. The Company issued a warrant to purchase up to 915,000
shares of common stock to the subordinated note holder at an exercise price of
$3.41 per share which represented 80% of the fair value of the Company's stock
on the date the warrant was issued. The warrant was valued at $786,900 which was
recorded as a debt discount and is being amortized to interest expense from the
date of issuance of the note to the maturity date of the note of September 30,
2004. The Company was in violation of the tangible net worth and debt to
tangible net worth covenants as of June 30, 2000 but obtained a waiver from the
bank through July 1, 2001 for these violations.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("FAS 133"). FAS 133 requires companies to
recognize all derivative contracts as either assets or liabilities in the
balance sheet and to measure them at fair value. If certain conditions are met,
a derivative may specifically be designated as a hedge, the objective of which
is to match the timing of gain or loss recognition of: (i) the changes in the
fair value of the hedged asset or liability that are attributable to the hedged
risk; or (ii) the earnings effect of the hedged transaction. For a derivative
not designated as a hedging instrument, the gain or loss is recognized as income
in the period of change. FAS 133, as amended by FAS 137, is effective for all
fiscal quarters of fiscal years beginning after June 15, 2000. Historically, the
Company has not entered into any derivative contracts either to hedge existing
risks or for speculative purposes. Accordingly, the Company does not expect the
new standard to affect its financial statements.
In March 2000, the Financial Accounting Standards Board issued Interpretation
No. 44 ("FIN 44"), Accounting for Certain Transactions Involving Stock
Compensation, an Interpretation of APB Opinion No. 25. FIN 44 clarifies the
application of Opinion No. 25 for (a) the definition of employee for purposes of
applying Opinion No. 25, (b) the criteria for determining whether a
11
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plan qualifies as a noncompensatory plan, (c) the accounting consequences of
various modifications to the previously fixed stock option or award, and (d) the
accounting for an exchange of stock compensation awards in a business
combination. FIN 44 is effective July 2, 2000, but certain conclusions cover
specific events that occur after either December 15, 1998 or January 12, 2000.
The Company believes that the impact of FIN 44 will not have a material effect
on the Company's financial position or results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The interest on the Company's debt is floating and based on the prevailing
market interest rates. For market based debt, interest rate changes generally do
not affect the market value of the debt but do impact future interest expense
and hence earnings and cash flows, assuming other factors remain unchanged. A
theoretical 1% change in market rates in effect on June 30, 2000 with respect to
the Company's anticipated debt as of such date would increase interest expense
and hence reduce the net income of the Company by approximately $15,000 for the
quarter.
The Company's sales for the three months ended June 30, 2000 and 1999
denominated in a currency other than U.S. dollars were less than 1% of total
sales and no net assets were maintained in a functional currency other than U.
S. dollars at June 30, 2000. The effects of changes in foreign currency exchange
rates has not historically been significant to the Company's operations or net
assets.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to security holders during this period.
12
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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-Q.
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 Second Amendment to the Security Agreement with Finova Financial
Services dated June 1998 (Filed as Exhibit 10.1 on Form 10-K for
fiscal year ended March 31, 1999, and incorporated herein by
reference.)
*10.2 Third Amendment to the Security Agreement with Finova Financial
Services dated December 1998 (Filed as Exhibit 10.2 on Form 10-K
for fiscal year ended March 31, 1999, and incorporated herein by
reference.)
*10.3 Term Loan Agreement with Southtrust Bank dated March 2000 (Filed
as Exhibit 10.3 on Form 10-K/A for fiscal year ended March 31,
2000, and incorporated herein by reference.)
*10.4 Cabot Industrial Properties L.P. Lease dated July 1999 (Filed as
Exhibit 10.4 on Form 10-K/A for fiscal year ended March 31, 2000,
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 quarter covered by this report.
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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: August 10, 2000 /s/ Angelo S. Morini
--------------------------------------
Angelo S. Morini
Chairman and President
(Principal Executive Officer)
Date: August 10, 2000 /s/ Keith A. Ewing
--------------------------------------
Keith A. Ewing, CPA
Chief Financial Officer
(Principal Financial and
Accounting Officer)
14
