Galaxy Nutritional Foods, Inc. (fka GXYF)

[zsvq1p]

Current assets $4,534,750
Current Lia $5,397,445
============================
Total Debt ($862,695)

Plus EBITDA this year (9 months)$1,495,326 and believe all of 2007 will be near $1.75 Million.

Sold for……	Debt……..	total………	17,110,016	multiple 
 				 
 $4,000,000 	-862,695	$3,137,305	$0.18   	2.3 
 $5,000,000 	-862,695	$4,137,305	$0.24   	2.9 
 $6,000,000 	-862,695	$5,137,305	$0.30   	3.4 
 $7,000,000 	-862,695	$6,137,305	$0.36   	4.0 
 $8,000,000 	-862,695	$7,137,305	$0.42   	4.6 
 $10,000,000	-862,695	$9,137,305	$0.53   	5.7 
 $11,000,000	-862,695	$10,137,305	$0.59   	6.3 
 $12,000,000	-862,695	$11,137,305	$0.65   	6.9 
 $12,500,000	-862,695	$11,637,305	$0.68   	7.1 
 $13,000,000	-862,695	$12,137,305	$0.71   	7.4 
 $14,000,000	-862,695	$13,137,305	$0.77   	8.0 
 $15,000,000	-862,695	$14,137,305	$0.83   	8.6 
 $16,000,000	-862,695	$15,137,305	$0.88   	9.1 
 $17,000,000	-862,695	$16,137,305	$0.94   	9.7 
 $18,000,000	-862,695	$17,137,305	$1.00   	10.3 
 

Do you copy?

[zsvq1p]

Officially, Shareholder worth just increase $6,400,000. This was a cloud hanging over the company. Good news!

[Wall Street Antiques]

Might not get to 13.

Seems Lipka signed this the other day:

SECOND AMENDMENT TO SUPPLY AGREEMENT

This Second Amendment to Supply Agreement (this “ Second Amendment ”) is made and entered into this 17th day of March, 2008, by and between Galaxy Nutritional Foods, Inc. (hereinafter “ Galaxy ”) and Schreiber Foods, Inc. (hereinafter “ SFI ”).

WHEREAS, Galaxy and SFI entered into a Supply Agreement effective as of June 30, 2005, which agreement was amended by the letter agreement dated November 3, 2006 (the “ Agreement ”); and

WHEREAS, Galaxy and SFI desire to extend the term of the Agreement and to amend certain other provisions of the Agreement.

NOW THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Shortfall Payment . Notwithstanding any provisions of the Agreement to the contrary, Galaxy and SFI hereby acknowledge and agree that the Shortfall Payment to be made by Galaxy to SFI pursuant to the terms of the Agreement, including without limitation Sections III(C)(1), (2) and (3), shall be as determined by this Section 1.

a. Subject to Sections 1(b), 1(c) and 1(d) below, the Shortfall Payment shall be determined as follows:

i. If Galaxy terminates the Agreement (other than pursuant to Section VII(B)(1) of the Agreement) at any time prior to the first anniversary of this Second Amendment, the Shortfall Payment shall be $5,100,000.

ii. If Galaxy terminates the Agreement (other than pursuant to Section VII(B)(1) of the Agreement) at any time on or after the first anniversary of this Second Amendment and prior to the second anniversary of this Second Amendment, the Shortfall Payment shall be $3,400,000.

iii. If Galaxy terminates the Agreement (other than pursuant to Section VII(B)(1) of the Agreement) at any time on or after the second anniversary of this Second Amendment and prior to the third anniversary of this Second Amendment, the Shortfall Payment shall be $1,700,000.

iv. At all times on or after the third anniversary of this Second Amendment, the Shortfall Payment shall be $0.

b. In the event of either party’s Change of Control, Galaxy’s obligation (and, for purposes of clarification, the obligation of such acquiring party) to remit the Shortfall Payments to SFI shall terminate and be extinguished as of the date of such Change of Control; provided, however, that if there is a Change of Control of Galaxy in connection with the sale of Galaxy (including stock sale, merger or sale of substantially all of Galaxy’s assets) for a purchase price exceeding $50 million, then the obligation to remit the Shortfall Payments to SFI shall not terminate pursuant to this Section 1(b).

c. If SFI terminates the Agreement, Galaxy’s obligations to remit the Shortfall Payments to SFI shall terminate and be extinguished as of the termination date.

d. If Galaxy terminates the Agreement pursuant to Section VII(B)(1) of the Agreement, then Galaxy’s obligations to remit the Shortfall Payments to SFI shall terminate and be extinguished as of the termination date.

2. Amendments . The Agreement is hereby amended as follows:

a. Sections III(A) and (B) of the Agreement shall be deleted in their entireties, and in their place, the following shall be inserted:

“ TERM AND PRICE .

A. Term.The “Term” of this Agreement shall be for a period of fifteen (15) years from the Effective Date of this Agreement (the “Initial Term”).

SFI may terminate this Agreement prior to the end of the Initial Term, without penalty, upon provision of written notice to Galaxy issued at least six (6) months prior to such proposed termination date. In such an event, Galaxy shall use its commercially reasonable efforts to transition production of the Products to a new supplier. In the event Galaxy is unable to transition production for one or more of the Products within such six (6) month period, upon Galaxy’s request, SFI shall continue to provide such Products to Galaxy, under the terms of this Agreement, for an additional six (6) months after the date that would otherwise have been the effective date of such termination.

Galaxy may terminate this Agreement prior to the end of the Initial Term, without penalty, upon provision of written notice to SFI issued at least six (6) months prior to such proposed termination date, provided that the effective date for such termination by Galaxy shall not be prior to December 31, 2012, unless a Change of Control of Galaxy shall have occurred, in which case the effective date for such termination by Galaxy shall not be prior to December 31, 2010.

B. Price . The price for Products during the Initial Term shall be as determined in accordance with the attached Exhibit B. SFI may increase the Conversion component of the price described on Exhibit B once in any twelve-month period to reflect changes in labor and benefits, materials, utilities and energy. Upon request by Galaxy, SFI will provide Galaxy with reasonable back-up documentation substantiating such price adjustments. If the proposed price exceeds the price at which Galaxy can obtain such item (either on its own or through another private labeling source), then Galaxy may elect such alternative source for such item, and such item will be removed as a Product under this Agreement.”

b. Section III(C)(3) of the Agreement shall be deleted in its entirety.

c. Section VII(B)(1) of the Agreement is hereby amended by inserting the following sentence at the end thereof, so that the following sentence is the last sentence of such section: “A material deterioration in the level of service or quality of Products provided by or on behalf of SFI from the quality of Products or the service levels provided by SFI under this Agreement as of March 17, 2008 shall constitute breach of a material obligation under this Agreement for purposes of this Section VII(B)(3).”

3. Mutual Release . SFI and Galaxy hereby fully and forever release the other from any and all liability, claims, damages, causes of action, rights and obligations arising out of or relating in any manner to either party’s performance under the Agreement from June 30, 2005 through and including the date of this Second Amendment.

4. Co-Pack Arrangements . Notwithstanding any provisions of the Agreement to the contrary, Galaxy acknowledges and agrees that SFI may elect to retain a third-party to provide the Products on the same terms as provided in the Agreement, as amended, subject to receipt of Galaxy’s prior written approval of such third party supplier, which approval shall not be unreasonably withheld (it being understood and agreed that Galaxy may withhold its consent if (a) the retention of such third party would result in an increase in pricing to Galaxy or (b) such third party is one of the companies listed on Exhibit A hereto or an affiliate thereof or successor thereto). SFI shall remain responsible to Galaxy for all warranties and requirements under the Agreement as if SFI manufactured the Products. SFI shall procure from any such third-party supplier a confidentiality and non-use agreement in form and substance satisfactory to Galaxy.

5. Definitions . All capitalized terms not otherwise defined herein, shall be defined as set forth in the Agreement.

6. Remaining Terms and Conditions . SFI and Galaxy hereby acknowledge and agree that, as of the date hereof, the Agreement is in full force and effect, and that except as set forth herein, all remaining terms and conditions of the Agreement shall remain unchanged, and the Agreement shall remain in full force and effect.

7. Distribution of Products . At Galaxy’s request, Schreiber shall distribute any Galaxy products which are manufactured by third party co-packers or Galaxy. Schreiber will charge standard rates for such services.

IN WITNESS WHEREOF, this Second Amendment to Supply Agreement has been duly executed as of the date and year first set forth above.

SCHREIBER FOODS, INC. GALAXY NUTRITIONAL FOODS, INC.

By: /s/Ronald J. Dunford By: /s/ David H. Lipka
Name: Ronald J. Dunford Name: David H. Lipka
Title: COO, Schreiber Operations Title: Chairman

[zsvq1p]

Heck.. why not 13?

[zsvq1p]

David H. Lipka should go....

No need to pay that old guy $100 grand for such a small business. I'm sure Mike could do both jobs. It's time to tighten the belt.

Plus, he may of been the one that made that bad supply agreement deal... be interesting to know who agreed to that?

But that's DeLuca boy... sidekick or whatever..

[Wall Street Antiques]

Took some

Of those 16's for fun.

Now .1349% of the shares are mine. Think that can get me a seat on the BOD's? Lol

Interesting:

http://www.thedailyplate.com/nutrition-calories/food/galaxy-nutritional-foods

http://www.almostvegan.com/

"Why not vegan blue cheese?

http://www.hy-vee.com/recipes/recipes_detail.asp?r=4608

Someone needs fired for letting the share price get to 16 cents.

I suspect spring break there in Florida would be a good place to do some marketing.

[Wall Street Antiques]

Getting close..

What do you think the distribution channel is worth?

Walmart in Iowa City was down to only a few swiss slices when I was there a couple weeks ago.

Haven't seen any topping anywhere, nor any hummus.

Time for a new marketing director.

[zsvq1p]

Might get those 15's....

Lets shoot for 11...

[zsvq1p]

I hope you don't get 15's.... lol

I'd like to see what a new supply contract would do to the pps...

[Wall Street Antiques]

Buddy The Cheese Guy

will be at the Milan American Legion today at 4pm see pg 2:

http://www.freewebs.com/milanamericanlegion/marnewsletter.pdf

Don't think he carries Galaxy products.

Casein Spot Price

http://future.aae.wisc.edu/data/weekly_values/by_area/1615?tab=prices

Can I get some 15.3 cent shares soon?

[zsvq1p]

I think that would really boost the share price...

The problem here now is guidance.... Last Q said, "further anticipate that gross margins as a percentage of net sales for fiscal 2008 will be approximately four to eight percentage points lower than our fiscal 2007 annual average."

Average gross margin in 2007 was 40.58%.

Thus based on that comment makes for (4)37% to (8)32.58%

At 37% makes for what I project a break even 4th Q.
At 32% makes for what I project a ($1.1 million) 4th Q loss.

I do think it will be break even.

[Wall Street Antiques]

Perhaps they should.

Increase sales a bit & pay back his $2,685,104.17.

[zsvq1p]

Deluca 13D filing...

Controls 52% of the company... 13,583,904 if fully converted...

http://www.sec.gov/Archives/edgar/data/819527/000114420408012193/v105286_sc13da.txt

[zsvq1p]

I thought this company would be worth more, but market say no.

hang'n tough! Looks like some dead money for awhile?

[zsvq1p]

13G/A MFC Global Investment Management (U.S.), LLC and John Hancock Advisers, LLC... Manulife Financial Corporation

SOLE VOTING POWER -0-

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-


Out with old.. in with the new...

[zsvq1p]

A few things...

- They are very close to re-negotiating the supply agreement shortfall payment

- No official announcement on selling the company but only consider a serious offer.

- Hummus in 1100 stores with goals of double triple that... and possible additional revs of $2-3 million.

- Won't know what Casein price will look like until end of March

- 4th Q guidance was that casein will continue to have adverse impact.

- only debt is convertible debt fixed at $.35 and felt historically that Deluca has converted...

- Cash in $1.4 million

- Base brand customers grew 4% Y on Y.

- Mike felt like the stock was undervalued. Some guy asked why mgt doesn't buy? They've had blackout periods.

Overall I thought it was a positive call... I have a new blackberry and could figure out how to push * so my questions will have to wait for this summer... LOL

[Wall Street Antiques]

As expected Q

Revenues a bit light IMO. Think we need some more guerrilla cheese marketing.

Caught the last question end of the conference call & missed the rest.

Anything interesting? Guess I'll hear the rest Monday.

Picked up a few 22's for the collection.

[trade2much]

Giff imo the price looks like it may finally have stabilized, hope so anyway.

What is going on with Syte, anything much in your opinion?

[zsvq1p]

Anybody gonna asked a question at the CC?

[zsvq1p]

I think they learned there lesson from the last PR...

Gave the warning in this one.. 1st Q may be a tough one!

But season kicks in... I would expect higher revs.

[trade2much]

Giff that looks good to me and exclusive of one time charges they held up well. Next couple of quarters will really be interesting.

[zsvq1p]

They hit guidance...

[zsvq1p]

Net Income of $295,365 Compares With Prior-Year Net Income of $726,184

ORLANDO, Fla., Feb. 8 /PRNewswire-FirstCall/ -- Galaxy Nutritional Foods, Inc. (OTC Bulletin Board: GXYF), a leading developer and marketer of cheese alternatives, organic dairy and other organic and natural food products, today reported its operating results for the third quarter and first nine months of FY2008.

In the three months ended December 31, 2006, the Company reported net income of $726,184 or $0.03 per diluted share, on net sales of approximately $6.1 million. Operating expenses during this prior year third quarter included $154,519 in costs related to disposal activities and $10,000 in non- cash stock-based compensation expense. Exclusive of these charges, the Company would have reported net income of $890,703 in the three months ended December 31, 2006.

For the three months ended December 31, 2007, the Company reported net income of $295,365, or $0.01 per diluted share, on net sales of approximately $6.4 million. This decline in net income versus the prior year third quarter is primarily due to a decrease in gross margin caused by a substantial increase in the cost of one of our primary ingredients, casein. We expect the fourth quarter of the current fiscal year to be similarly affected due to the historically high casein costs which we are now facing.

In the nine months ended December 31, 2006, the Company reported a net loss of ($54,681), or ($0.00) per diluted share, on net sales of approximately $20.7 million. Operating expenses during the first nine months of FY2007 included $1,428,000 in charges related to a reserve on a stockholder note receivable, $327,827 in costs related to disposal activities and $108,160 in non-cash stock-based compensation expense. Exclusive of these charges, the Company would have reported net income of $1,809,306 in the nine months ended December 31, 2006.

For the nine months ended December 31, 2007, the Company reported net income of $1,106,705, or $0.05 per diluted share, on net sales of approximately $18.8 million. Operating expenses during the first nine months of FY2008 included a previously disclosed non-recurring employment contract expense of $346,447. Exclusive of this charge, the Company would have reported net income of $1,453,152 in the nine months ended December 31, 2007. This decline in year to date net income versus the first three quarters of our prior fiscal year was primarily due to the aforementioned substantial increase in ingredient costs in the third quarter of the current fiscal year.

The Company generated EBITDA, as adjusted, (a non-GAAP measure), of $1,842,285 (9.8% of net sales) in the first nine months of FY2008, compared with EBITDA, as adjusted, of $2,608,181 (12.6% of net sales) in the first nine months of FY2007 (see EBITDA table at end of this release for further non-GAAP information). This decline in EBITDA, as adjusted, versus the prior year is primarily due to the lower net income in the current year as mentioned above.

'We are pleased that branded, net sales remain relatively strong and that our operating profit slightly exceeded our expectations, given the substantial increase in material costs we have absorbed.' stated Michael E. Broll, Chief Executive Officer of Galaxy Nutritional Foods, Inc.

'Higher ingredient costs will challenge us in the short term, but we are confident we have the resources to continue to support our brands,' concluded Broll.

[trade2much]

Giff: Imo pre-market most times is a good sign, but you never know. jmho We should know soon.

[zsvq1p]

Humm.. It's early? That good or bad?

Guidance was net income of $200-$300K... I say... they beat it!

At least that's what I want... LOL

[trade2much]

Giff so what is your SWAG on the Call?

[zsvq1p]

Galaxy Nutritional Foods Announces Third Quarter FY2008 Earnings Conference Call for Friday, February 8, 2008
ORLANDO, Fla., Feb. 6 /PRNewswire-FirstCall/ -- Galaxy Nutritional Foods (OTC Bulletin Board: GXYF), a leading developer and marketer of cheese alternatives, organic dairy and other organic and natural food products, today announced that it will host an investor conference call to discuss operating results for the third quarter for the 2008 fiscal year at 11:00 a.m. EST on Friday, February 8, 2008. The Company plans to report its operating results before the market opens the same day.

Shareholders and other interested parties may participate in the conference call by dialing 888-200-8867 (international/local participants 973-935-8765) and referencing the ID code 34196574 a few minutes before 11:00 am EST on February 8, 2008. A replay of the conference call will be available on Galaxy Nutritional Foods Website at: http://www.galaxyfoods.com/investors/transcripts.asp starting on Monday, February 11, 2008.

[Wall Street Antiques]

Hmmmm..Dairy Plant & earnings

Think we could use a few more of those two.

I was talking to some people about the economic benefits of starting a dairy farm a few weeks ago. That whole upfront equipment cost & actually getting up to milk cows was a concept killer from the beginning though.

Finally finished our largest shareholders book this morning.

It is now for sale here:

http://www.amazon.com/gp/product/0446524026?ie=UTF8&seller=A382H7HS9HA88Y&sn=Stonehenge%20Trading

Would be nice to see 6.8 million in Q sales w/ slightly breakeven earnings, a mil in cash, few less liabilities, & some positive guidance in the food service division.

Haven't seen any Wholesome hummus lately. Cheese was $2.99 for slices & shreds at HyVee Sunday. Competition among cheese & hummus seeming fierce. Have resisted purchasing the new Kraft Low Fat & Athenos premium stuff.

Perhaps they will announce diet chipotle creole pizza will drive revenues or something interesting.

Vote for renewable energy:

http://www.surveymonkey.com/s.aspx?sm=0_2bY_2bmdr1_2bKmOzX6DHYCeUQ_3d_3d

[zsvq1p]

Giant dairy plant for south Friday, 01 February 2008

Fonterra will spend $212 million on a milk powder plant at Edendale to meet expected growth in supply in Southland.

The expansion plans, unveiled by the cooperative yesterday, will boost the site's processing capacity from 10.6 million litres a day to more than 15 million litres.

Chief executive Andrew Ferrier said the development represented a 40 per cent increase in volume and reflected the cooperative's growth strategy in action.

The expansion would make Edendale Fonterra's largest milk-processing plant in New Zealand and perhaps the world.

Edendale ranks third at present, behind Whareroa, in south Taranaki, and Clandeboye near Timaru.

The new plant is scheduled to process milk at the start of the 2009-10 season and will manufacture regular UHT and instant wholemilk powders.

About 40 jobs will be created.

Poor lamb returns and high milk prices have made Southland one of the fastest-growing dairy regions and about 100 new conversions are expected next season.

Mr Ferrier said that though prices were softening from last year's record highs, overall demand for dairy products was growing about 3 per cent a year, with demand particularly strong in China, Latin America and the Middle East. Domestic markets were growing at a similar rate. "The investment is a vote of confidence for Fonterra, and the New Zealand dairy industry.

"It also recognises Edendale's reputation for the highest product quality and its particular expertise in powder production."

Mr Ferrier said he was confident of recruiting more suppliers to meet the extra capacity and Fonterra would compete aggressively with the new Dairy Trust.

Along with whole, skim and buttermilk powders, the Edendale site produces cheddar for Japan, the Middle East and the Philippines, and refined and edible grade lactose, whey, cheese, casein, anhydrous milk fat and whey protein concentrate.

[Wall Street Antiques]

Prices seemed stable last I checked.

Wmart $3.34
Hyvee $2.99-$3.99

Almost outta cheese, about time to buy more.

[zsvq1p]

OK got it... growth..

Price increase by our company!

I noticed
Marsh no inrease $2.99
Mejier $2.79
Walmart $2.79

[nsomniyak]

now that makes MUCH more sense--a growth fund as opposed to an income fund

[Wall Street Antiques]

Milk price or Stock Price?

Casein been trading in the $6 range lately

Shares look like they are held in this fund:

http://finance.yahoo.com/q/hl?s=UTGRX

Dont recall seeing 1 million shares trading on the open market recently.

http://www.ams.usda.gov/mnreports/MD_DA751.txt

[zsvq1p]

Hey WSA... I haven't really noticed price increase... You?

[zsvq1p]

prospectus says "The Fund seeks long-term absolute total return, independent of the market environment and does not attempt to track or “beat” any benchmark. Maximizing short-term performance is also not an objective."

http://www.sec.gov/Archives/edgar/data/1335395/000110465907046507/a07-15600_1ncsrs.htm

Of which I see they owned 250K last year... maybe they did buy on the open market.

[Wall Street Antiques]

This should take you to the filing

http://www.marketwatch.com/tools/quotes/secarticle.asp?&sid=380227&symb=GXYF&guid=5677906&type=316

Course milk prices aren't going down lately, & seems like there is more fat free cheese options & hummus apearing daily.

Who knows.

[zsvq1p]

I think if you pull up a prospectus you can see what the plan is.... I think this is not bad... but will have to look into it more.

[nsomniyak]

utyix--that gives me Utopia Yield Income fund. Is that right? Cna't imagine why an INCOME fund would, or even could by charter, buy GXYF shares.

[zsvq1p]

I just put them in the box... It's a fund of some type... http://finance.yahoo.com/q?s=UTYIX You need to look at those N-Q reports. Pretty sure this was not traded on the open market.

I really doubt this fund manager is out to combine the companies though.. might just think we are undervalued.

[nsomniyak]

got a link to that investment position?

[zsvq1p]

A perfect fit IMO. If I were going to buy them.. I'd approach Deluca and buy his shares...

I've never looked at his total cash investment here.. $2-5 mil?

But I'd do something with that supply agreement too. There is something in that contract I'm not real sure about... ownership changes. There is an unknown.

Once you have this company... the EBITDA has been as high as $2 million if I remember... that would make for a nice buy IMO

[nsomniyak]

do you think tofutti brands is a likely suitor for GYXF? WHat price do you think GYXF could be sold for?

[zsvq1p]

Guess who else they own?

Tofutti Brands Inc.

[nsomniyak]

that would be about 7-8% of th o/s, right?

[zsvq1p]

New 13G filed by FINANCIAL & INVESTMENT MANAGEMENT GROUP LTD for

1,498,855 shares.

The following is from there last N-Q

 
 Celestial Nutrifoods Ltd (1) 
    
  117,000 
    
  118,578 
    
   
 Fyffes PLC 
    
  71,000 
    
  84,564 
    
   
 Galaxy Nutritional Foods Inc. * 
    
  4,000 
    
  2,160 
    
   
 Koninklijke Wessanen NV (1) 
    
  1,400 
    
  23,255 
    
   
 Tofutti Brands Inc. * 
    
  11,325 
    
  33,635 
    
   
  
  
  
  
 

[zsvq1p]

Annual Meeting of Stockholders on Friday, January 18, 2008 at 10:00 a.m

[zsvq1p]

Hummus now found in the produce section of Albertsons.

per da web page

[trade2much]

Giff between taz selling and low volume and the casein scare I think the stock had a perfect storm and now it is off its lows. If any good news on the earnings breaks it should help a lot.

Guess we will see

[zsvq1p]

I sure hope it's bottomed...

Was able to avg down a bit with some buys in the $20's...

Let's hope 2008 is better 2nd half of last year...

This company is worth more then $10 million...I'd pay $10 million for it myself...

[trade2much]

Giff looks like the bottom is/has formed. The news is discounted and if the earnings surprise a little or there is any positive news this could be a very nice starting point. Someone bought a lot of this in the .25-.26 area.