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Hi Giff:
Thanks for that evaluation, really makes you wonder doesn't it, even the .64 sounds very cheap to me once the RM situation is straightened out.
Questions: Did the other company TOF give negative guidance for 08 or do they have a totally different line? Does the financial history look similar?
BOL
Company Valuation Compare.
12/15/07
FINANCIAL...... GXYF.OB Converted Tofutti (AMEX:TOF)
PPS.......... $0.255 $2.836
OS shares.... 25,741,218 5,653,467
Market Cap... $6,564,011 $16,033,232
Revenue (TTM) $24,919,032 $18,613,000
Net inc. (TTM) $1,738,703 $443,000
EPS (TTM).... $0.0675 $0.0784
PE ratio..... 3.78 36.19
EBITDA....... $2,810,000 $881,750
Stockh'r Equty ($1,972,000) $4,010,000
Veritas thanks anyway
I wish I had a good answer to that question... But the recent actions of some insiders would lead me to a different conclusion... So at the moment I will defer on that one...
Best of luck.
Tom
Veritas what is your best guess on buy out value per share?
Hopefully a sale of the Company... Based on my experience going private will be to the detriment of non-insider shareholders... In the event of going private with existing management then of course there is no need for golden parachutes...
Best of luck.
Tom
Veritas I saw that also today. I wondered if it was a sale or if it was to be taken private and generated the same filing. Any thoughts?
GXYF -- POSSIBLE SALE OF COMPANY ???
http://xml.10kwizard.com/filing_raw.php?repo=tenk&ipage=5336436
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
--------------------------------------------------------------------------------
FORM 8-K
--------------------------------------------------------------------------------
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 10, 2007
GALAXY NUTRITIONAL FOODS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-15345 25-1391475
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
955 T.G. Lee Blvd, Suite 201
Orlando, Florida 32822
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(407) 855-5500
--------------------------------------------------------------------------------
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
--------------------------------------------------------------------------------
Section 1. Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On December 10, 2007, Galaxy adopted a Stay Bonus, Severance Bonus and Sales Bonus Plan (the “Plan”) to provide incentives and protections to certain key executives and directors in connection with a possible sale of Galaxy. The Plan provides for a stay bonus pool up to $475,000 to be paid following Galaxy’s receipt of a definitive purchase offer (as defined in the Plan) upon the earlier of the consummation of a sale of Galaxy pursuant to such purchase offer or the termination of the purchase offer (other than as a result of a breach by Galaxy). The stay bonus pool is to be paid $125,000 to David H. Lipka (our Chairman) and $100,000 to Michael E. Broll (our Chief Executive Officer). The remaining $250,000 of the stay bonus pool is currently unallocated and may be granted to other key executives at the discretion of Messrs Lipka and Broll. The Plan also provides for a severance bonus of $125,000 to be paid to David H. Lipka and $100,000 to be paid to Michael E. Broll in the event their positions are terminated other than for Cause (as defined in the Plan) or they resign within one year after the consummation of a sale of Galaxy. Finally, the Plan provides for a sales bonus pool to be determined based on a range of selling prices. The sales bonus pool will range from a minimum of $250,000 if the sale is in excess of a specified minimum sales target and will increase up to a maximum of 1.8% of the total sales price. The sales bonus pool will be allocated 55.5% to David H. Lipka and 44.5% to Michael E. Broll upon the consummation of a sale of Galaxy. The Plan was approved unanimously by the Board of Directors and separately by the two independent members of the Board.
In addition, on the same date, the Company entered into a third amendment to the Employment Agreement with Michael E. Broll, its Chief Executive Officer. The primary affect of the amendment was to grant Mr. Broll the right to resign his position following a “Sale of the Corporation” (as defined) and receive an amount equal to one year of his base salary (as in effect before the Sale). This amount would be payable at Galaxy’s option in a lump sum or over a period of one year. The Board of Directors unanimously approved the amendment to the Employment Agreement, with Mr. Broll abstaining from the vote.
1
--------------------------------------------------------------------------------
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 hereunto duly authorized.
Dated: December 14, 2007
Giff I think that this will be very interesting think about this:
1. Due to Casein they raise many prices
2. Due to the effects of Casein they cut costs even further
3. Due to Casein they now earnestly look for non Casein substitutes to reduce costs
4. They continue to roll out new items
Now assume this:
1. The price of casein drops (which according to the CC is somewhat seasonal) There are increased efforts to generate the
byproduct from the existing milk supply stream, since the price of casein is so high, what was not economical before perhaps is now.
2. They most likely will not give back any current price increases hence more profits in the future if Casein prices declining
3. The additional cost cutting will also generate better bottom line and are currently not in the profit picture.
So if Casein drops in a few months the company will be infinitely better off than it was last quarter. jmho
There Price/Sale ratio seems low to me... Forward PE will be hard to predict until after Feb Q released...
need some positives... settle that supply contract, Deluca add value buying somebody... milk price drops... get some price increases up... etc
Dead money for a couple months? Don't asked me.. LOL
Giff, for now we have a stock which is getting beaten up gradually do to that RM cost, and until that reverses with lower cost or lower cost substitutes the stock will likely linger in the doldrums, but when it changes the whole picture immediately changes, so it is a get out now or hang in type of thing.
I heard that during the last recession Whole foods said traffic remained very strong and even increased
John Hancock sold too...
1-31-07 Galaxy Nutritional Foods, Inc. (I)(W) - 1,139,348
7-31-07 Galaxy Nutritional Foods, Inc. (I) - 611,848
They sold into that strength... Their next report is 1st week of January... N-CSR
http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000743861&owner=include&count=40
put that link into the box...
Recent rule changes promulgated by the Nasdaq Stock Market LLC require Nasdaq-listed companies to be eligible for a direct registration system (“DRS”) by January 1, 2008. DRS refers to a system by which shares may be held in book entry form without a certificate. In order to ensure that the Corporation’s securities are DRS-eligible, certain changes to the Bylaws. Previously, the Corporation’s Bylaws provided for certificated shares only.
This is step one to the elimination of a Transfer agent!
http://www.sec.gov/investor/pubs/holdsec.htm
Yep found Wholesome Valley today & a few weeks ago. Only at HyVee though
Don't think I saw any there last week, but got some a few weeks ago.
Think they might have just got a new shipment w/ the blocks of cheese.
Haven't bought any hummus in a couple weeks.
Still have Chipotle in the fridge. Opened the one with a bit left in it to find there isn't any preservatives & it doesn't preserve very much past a month when opened.
Got a couple Athenos I have had for a couple months for comparison in there also. They seem to preserve better after opening.
Not much for hummus. More of a 2 or more lbs of cheese a week person.
Also
Why did they have to add:
"Shares of the Corporation may be certificated, uncertificated or a combination thereof, including in the form of book entry shares."
to the bylaws.
& since when did Yahoo start a Galaxy message board:
http://messages.finance.yahoo.com/mb/GXYF.OB
Are you finding Wholesome Valley Hummus?
Dunno what's going on.
Still trying to figure it out...
After that 100 share .22 tease.
40k traded in 10k blocks at .22
& 4.9k at .25 then 25k at .25 both at the close.
I do know that I once owned shares in this 3 mil cap or so government software company that decided they wanted to go private. They offered something like a 30% premium in cash to small shareholders, ignored a couple better offers, & I got a pittance for something I thought was a good investment they decided to give me next to nothing for. Wonder what happened to that company..except can't remember the name of it anymore.
Haven't finished Deluca's book yet. Got sidetracked on Technotrends that Cramer recommended & another book.
Sure it would be less costly to run a private company.
But not sure if that's whats happening here. Am sure that I don't want 40 cents for my shares & there are more shares than usual churning around.
A 4.3 million dollar company w/ 25 million in revenues just makes for a good investment in most books other than Royce's. Also Lipka didn't seem to want 3k shares at .25.
Saw a new Noodles & Company restaurant opened during today's travels. Seems Och-Ziff Capital Management Group just did some investing in that privately held.
Also found some cheddar & mozz blocks in Bettendorf HyVeee. Picked up one of each at $3.99.
Stopped by the Davenport HyVee since I was driving by & found more cheddar blocks for $3.99. Got 1 more. They were also participating in a price elasticity experiment & had Mozz Veggie blocks for $2.88 so picked up 4 of those just to reinforce the price point.
Still no Chipotle blocks.
Both had hummus. One at $3.99 other at $2.99.
giff thanks for that.
Who do you think wants this price down? Are you saying it could be Deluca?
Would he do the same as this company?
I got Cagle's Inc. (CGL.A) they announced they wanted to take the company private... In a period of 2 months, stock goes from $11.50 down to $7 right before the announcment. Oh yeh, the major holders that want to take private say no thank you to any other bidders. Book value: $10.39 with revs up, profits up, etc...
Here though.. I think Royce is driving the price down by selling... but alot of folks are buying too..
what is your theory?
You should goto Zecco... free trades with $2500 min balance... then you can trade 1 share $0 fees.
I put the link direct Royce Fund link in Box... If you pull up that NQ you can see... I got the best connection you can have and it takes a few seconds to open that page...
576,700 Shares On The Wall
576,700 Shares On The Wall
Sell 30,000 at .24
546,700 Shares On The Wall.
Get to reading those 13G's to figure cost basis:
http://yahoo.brand.edgar-online.com/default.aspx?cik=819527
Info back to 1995 available for reading.
Now who would want to sell 100 shares at .22 just to drive the price down?
Certainly not I as I can't afford the $7 commission on a $22 trade.
Got some smoked provalone slices for $2.99 at Milan HyVee & some Rice Americans for $3.59. Still no blocks around.
Very good Dairy industry DD find... gonna put this in the box...
http://www.ams.usda.gov/dairy/mncs/DMNwires.htm
WSA very good casein article! Thanks
Giff that makes for good math but I have no real idea. Does it say in any Royce filing?
MD DA751 Casein National
MADISON, WI. December 06, 2007 (REPORT 49)
CASEIN - NATIONAL
Casein markets and prices are firm. Casein output in Oceania, especially in New
Zealand, is at seasonal high levels. Milk volumes in the region are maintaining
high levels, thus casein output will continue as long as milk stays at that
level. Casein production in New Zealand is the last product to come on line as
milk volumes increase and the first to cease production on the downside. At
this point, Oceania supply levels are still unclear, but producers are
optimistic that they will attain projected levels. In Europe, the production
season has concluded and orders are being filled from inventories that are often
lighter than desired. During the production season just concluded, some
European casein output was altered midway through the year as milk directed
toward casein output was redirected toward products of better return or greater
need. The unknown supply situation out of Oceania and lighter than projected
stocks in Europe are keeping prices at record high levels. The acid side of
casein appears to be getting a little unsettled as more buyers are looking at
lower priced offerings that are appearing on the market from sources that they
have not dealt with in the past.
SPOT SALES AND UP TO 3 MONTH CONTRACTS. PRICES ARE F.O.B.,
U.S. WAREHOUSE FOR EDIBLE NONRESTRICTED AND VARY ACCORDING
TO MESH SIZE AND QUALITY.
RENNET: 5.9000 - 6.0500
ACID: 6.1000 - 6.4000
Ineresting 10 Yr Chart
Never looked at one that far back yet.
Makes you wanna read a whole lot of annual reports to see what went wrong.
Interesting that the highest volume month ever was Nov 2007 w/ 3,580,700 shares traded.
Now if those guys would just hurry up & dump those last 581,700 shares.
Oh there goes another 5000.
576,700 shares to go...
LOL.. yes a big difference between...
but not sure if they have bought all those at $4 without looking deeper..
I'm still buying...
I'm thinking at worst by the June 10K report, have trailing PE at fully diluted at this price would be about 6.5.. this assumes same same revs and Casein at $6.
and I have no doubt that price will be increased... If Galaxy cannot get it up now, you never will! All the dairy folks are taking prices up and I fully expect this management can get it...
Trade.. Look at that last post..
why do they have cost at $86.4K?
Think that's because they added 165.8K shares at $.52?
Royce for the record
Big file so please wait to load: http://www.roycefunds.com/funds/holdings_roycefund_nq.html#page_a
Manager: http://finance.yahoo.com/q/pr?s=rypnx
Giff yes I saw the reduced position from last Nov. 1.79M 10.5% vs today 3.4% as of latest filing. Evidently they feel Casein broke the momentum, that is a duh, but there still is a world of difference between you owning in the .30s range and them owning in the $4 range.
Ask yourself this, "if they had owned where you do currently, would they still be selling" and conversely "if you owned the stock at $4 wouldn't you have sold?"
I think we have dead money until some PR changes things. Having said that, the management and the cost cutting and quality are the same, they just have a business obstacle to overcome imo raw material costs are not an unusual concern for any manufacturer.
When casein breaks orrrrr an alternative is selected the SP goes up, jmho
A disappointment for Royce...
and me so far... because I'm avg'd in the 30's..
By their filings... It's my understanding that Royce has been our seller... Since there last 13 filing.. they've sold 1.2 million. It appears some of those shares were bought at $4... I'd call that a disappointment.. but still checking..
They've sold all those recently because...
Royce Opportunity Fund
Date of reporting period: 9/30/2007.. the owned 1,099,900
Giff why are you disappointed, just due to David Lipka? He didn't sell off that many shares and if it is for taxes then it doesn't matter. I also don't see any large numbers of sellers just one guy with 7k shares or some such. Or am I missing something and Iam misreading Royce some how?
A dissapointment? Do some DD on them now...
"We will generally sell a position when the company reaches our estimate of its value."
Giff what does that chart represent on Royce.
Looked to me that their filing was on to register as required due to ownership. It didn't appear as a sell or buy. Unlike D.Lipka who sold off a few thousand shares.(his could be xmas money or tax write off hard to tell much from a small sell this time of year) Jmho
http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0000906304%2D07%2D000419%2Etxt&FilePath=%5C2007%5C12%5C10%5C&CoName=GALAXY+NUTRITIONAL+FOODS+INC&FormType=SC+13G%2FA&RcvdDate=12%2F10%2F2007&pdf=
Royce & Associates LLC 13 Filings
2007-12-10..... 581,700
2006-12-07... 1,796,200
2006-01-20... 1,363,600
2005-01-28..... 961,200
2004-02-03... 1,227,000
2003-02-05... 747,000 (this was 1st)
NITE!
Don't invite them to post over here after I called them nut heads.. LOL
Humm... Royce & Associates LLC
1,796,200 shares here....2006-12-07
http://www.sec.gov/Archives/edgar/data/819527/000090630406000393/0000906304-06-000393-index.htm
581,700 shares here...2007-12-10
http://www.sec.gov/Archives/edgar/data/819527/000090630407000419/0000906304-07-000419-index.htm
Does this mean they sold about 1.2 million?
Wallstreet well when you are done you can always give them an invite. lol
Suppose we could invite them over
But I would still like a few more twenty something shares.
A few hundred more veggie healthy cheese eating shareholders would be sure to drive up the revenue numbers.
Royce & Associates LLC (new 3.4% owner)
SEC Filing 13G (GXYF) 12/10/2007
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information statement pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No.6)
Galaxy Nutritional Foods Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
36317Q104
(CUSIP Number)
Date of Event Which Requires Filing of this Statement: November 30, 2007
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 36317Q104 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Royce & Associates, LLC 52-2343049
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 5 SOLE VOTING POWER
SHARES 581,700
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 581,700
PERSON 8 SHARED DISPOSITIVE POWER
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 581,700
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.4%
12 TYPE OF REPORTING PERSON
IA
CUSIP No. 36317Q104 13G
Item 1(a) Name of Issuer:
Galaxy Nutritional Foods Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
Investor Relations
2441 Viscount Row
Orlando, FL 32809
Item 2(a) Name of Persons Filing:
Royce & Associates, LLC
Item 2(b) Address of Principal Business Office, or, if None, Residence:
1414 Avenue of the Americas, New York, NY 10019
Item 2(c) Citizenship:
New York Corporation
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
36317Q104
Item 3 If this statement is filed pursuant to rules 13d-1(b), or 13d-
2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act
(d) [ ] Investment Company registered under Section 8 of
the Investment Company Act
(e) [X] Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or Endowment Fund
(g) [ ] Parent Holding Company, in accordance with Rule 13d-1 (b)(ii)(G)
(h) [ ] Group
CUSIP No. 36317Q104 13G
Item 4 Ownership
(a) Amount Beneficially Owned:
581,700
(b) Percent of Class:
3.4%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
581,700
(ii) shared power to vote or to direct the vote
__________
(iii) sole power to dispose or to direct the disposition
of 581,700
(iv) shared power to dispose or to direct the
disposition of __________
Item 5 Ownership of Five Percent or Less of a Class. [ X ]
Item 6 Ownership of More than Five Percent on Behalf of Another Person .
NOT APPLICABLE
Item 7 Identification and Classification of the Subsidiary Which Acquired
The Security Being Reported on by the Parent Holding
Company.
NOT APPLICABLE
Item 8 Identification and Classification of Members of the Group.
NOT APPLICABLE
Item 9 Notice of Dissolution of Group.
NOT APPLICABLE
CUSIP No. 36317Q104 13G
Item 10 Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to it is true, complete and correct.
Date: December 10, 2007
By: W. Whitney George, Vice President
Too bad those guys wouldn't post over here.
Good Job
Course it would probably be better to post here instead:
http://vegweb.com/index.php?board=688.0
There.. went there and straighten them out.. LOL
http://vegweb.com/index.php?topic=19398.15
oh Wall Street, just a few weirdos...
think about it.. anyone who wants to deprive their bodies of protein gotta be nuts. They are likely gonna die young because of the stress gett'n annoyed over a soy product with a little casein in it.. LOL
Oh well.. I think the bodybuilders love it...
What's the deal with Veggie
These vegans over here:
http://vegweb.com/index.php?topic=19398.0
Wonder what the deal is with Veggie. They don't seem to like casein.
Think they need a link to the other brands:
http://www.galaxyfoods.com/ourbrands/usa.asp
& some order forms:
http://www.galaxyfoods.com/consumercare/yourvoice.asp
Bought some
Jalepeno Cheddar Slices at Wal Mart Davenport IA $3.34.
Smoked Provalone Slices at Hyvee Moline, IL $3.59
Jewel bought none at $3.49
Still can't find any chipotle & other veggie blocks. Need some for Christmas presents & gatherings Anyone know where I can find some?
Moline HyVee Galaxy cheese area was lookin a bit sparse & like they haven't got in a new shipment & are determining whether they like having cheese in the produce section.
Got some .25's for the collection today.
Still think there should be some .22's by the end of tax selling season.
but since stocks always fall further than you think they will.
.18's are always an option.
Lotta competition in the hummus departments. Recall seeing Tribe, Aztech, n a couple more w/ no sightings of Wholesome.
OK.. my calculation was incorrect... Just notice Kroger at $2.99 not $3.99.. and retail not what we'd sell it for...
So let's try this again....
Guidance says we make $200-$300K net income in this 3rd Q.
$4.9 mil in revs with this product 2Q. So assume markup is 20%; $5.8 mil retail/$2.99 = 1.96 mil units... Making our selling price around $2.49/package.
So we need $600K...this $600k/1.96 mil = $.31 increase...
So thus makes about a 10% increase needed...
See Kroger price at $3.29/pack... then buy this stock!
Giff .
so far so good with the support
Guidance says we make $200-$300K net income in this 3rd Q
So if Revs with this Casein additive is about $4.9 mil..
Given list price is about $4 makes for about 1.225 million packs sold..
to get to $5.2 mil... price increase needs to be $4.25/pack....
meaning $4.50 is needed by Jan 1... to make $600K net income in 4th...
Makes sense? So if you see this at Krogers and the others at this price.. buy this stock!
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