-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F1A9Wouop886Yly6hT6Revh3Cz6vcLXU9ki+Z6Pdmx3IfVzN3sUmLe9KE12yvr/s 2t8pvI6mOvYc6y6JN7VmxA== 0001114639-02-000045.txt : 20021016 0001114639-02-000045.hdr.sgml : 20021016 20021015205251 ACCESSION NUMBER: 0001114639-02-000045 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020831 FILED AS OF DATE: 20021016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOLDEN ENTERPRISES INC CENTRAL INDEX KEY: 0000042228 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 630250005 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-04339 FILM NUMBER: 02789919 BUSINESS ADDRESS: STREET 1: 2101 MAGNOLIA AVE STE 212 STREET 2: SOUTH CITY: BIRMINGHAM STATE: AL ZIP: 35205 BUSINESS PHONE: 2053266101 MAIL ADDRESS: STREET 1: 2101 MAGNOLIA AVE SOUTH STREET 2: STE 212 CITY: BIRMINGHAM STATE: AL ZIP: 35205 FORMER COMPANY: FORMER CONFORMED NAME: MAGIC CITY FOOD PRODUCTS INC DATE OF NAME CHANGE: 19700805 FORMER COMPANY: FORMER CONFORMED NAME: GOLDEN FLAKE INC DATE OF NAME CHANGE: 19761019 10-Q 1 tenq.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2002 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to___________________ Commission file number __________0-4339_________________ (Exact name of registrant as specified in its charter) DELAWARE 63-0250005 __________________________ _____________________________ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Suite 208, 2140 11th Avenue, South Birmingham, Alabama 35205 _____________________________ __________________________ (205) 933-9300 (Registrants 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 _____ Indicate the number of shares outstanding of each of the issuers classes of common stock, as of September 30, 2002. Outstanding at Class September 30, 2002 Common Stock, Par Value $0.66 2/3 11,883,305 GOLDEN ENTERPRISES, INC. INDEX Part I. Financial Information Page No. Item 1 Condensed Consolidated Balance Sheets August 31, 2002 and May 31, 2002 3 Item 1 Condensed Consolidated Statements of Operations Three Months and Nine Months ended 4 August 31, 2002 and 2001 Item 1 Condensed Consolidated Statements of Cash Flows- Three Months Ended 5 August 31, 2002 and 2001 Item 1 Notes to Condensed Consolidated Financial Statements 6 Item 1 Independent Accountants Report 7 Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations 8,9,10,11 Item 3 Quantitative and Qualitative Disclosure About Market Risk 12 Item 4 Controls and Procedures 12 Part II. Other Information Item 6 Exhibits and Report on Form 8-K 13 PART I. FINANCIAL INFORMATION GOLDEN ENTERPRISES, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS August 31, May 31, 2002 2002 (Uaudited) (Audited) ASSETS Cash and cash equivalents $283,264 $286,480 Investment Securities $817,011 $15,998 Receivables, net $8,805,399 $9,750,661 Note Receivable, current $46,842 $45,918 Inventories: Raw material and supplies $1,909,651 $1,605,640 Finished goods $3,626,767 $3,604,482 $5,536,418 $5,210,122 Prepaid expense $5,705,158 $3,604,482 Total current assets $21,194,092 $19,340,216 Property, plant and equipment, net $16,605,264 $17,096,260 Long-term Note Receivable $1,969,656 $1,981,718 Other assets $2,800,674 $2,800,673 $42,569,686 $41,218,867 LIABILITIES AND STOCKHOLDERS EQUITY Current Liabilities: Checks outstanding in excess of bank balance $2,091,292 $621,326 Accounts payable $4,422,507 2,803,182 Accrued and deferred income taxes $673,663 $607,489 Other accrued expenses $928,002 $975,047 Salary continuation plan $83,452 $81,805 Note payable- bank, current $390,697 $850,410 Total current liabilities $8,589,613 $5,939,259 Long-Term Liabilities: Salary Continuation Plan $1,917,845 $1,932,586 Note payable- bank, non-current $2,685,569 $3,150,020 Total long-term liabilities: $4,603,414 $5,082,606 Deferred income taxes $507,788 $551,742 Stockholders Equity: Common Stock - $.66 - 2/3 par value: 35,000,000 shares Authorized Issued 13,828,793 shares $9,219,195 $9,219,195 Additional paid-in capital $6,497,954 $6,497,954 Retained earnings $23,684,899 $24,461,288 $39,402,048 $40,178,437 Less: Cost of common shares in treasury (1,892,052 at May 31, 2001 and 1,908,374 shares at (August 31, 2001) -$10,533,177 -$10,533,177 Total stockholders equity $28,868,871 $29,645,260 Total $42,569,686 $41,218,867 See Accompanying Notes to Consolidated Condensed Financial Statements GOLDEN ENTERPRISES, INC & SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME Three Months Ended AUGUST 31, 2002 2001 (UNAUDITED) Net Sales $28,803,423 $25,856,724 Cost of Sales $12,897,329 $13,034,203 Cost Margin $11,906,094 $12,822,521 Selling, general and administrative expense $12,195,897 $11,367,141 Operating income $ (289,803) $ 1,455,380 Other income (expenses): Investment Income $ 41,418 $ 65,866 Gain on sale of assets $ 237,288 $ 157,291 Other income $ 23,339 $ 28,812 Interest expense $ (70,101) $ (32,475) Total other income (expenses) $ 231,944 $ 219,494 Income (loss) before income taxes $ (57,859) $ 1,674,874 Income tax expense $ (24,178) $ 614,905 Net income (loss) $ (33,681) $ 1,059,969 PER SHARE OF COMMON STOCK: Net income $0.00 $0.09 Weighted average number of common shares outstanding 11,883,305 11,927,662 Cash dividend paid per share of common stock $0.0625 $0.0625 See Accompanying Notes to Consolidated Condensed Financial Statements. ITEM 1 GOLDEN ENTERPRISES, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) THREE MONTHS ENDED August 31, August 31, 2002 2001 Cash flows from operating activities: Net income -$33,681 $1,059,969 Adjustment to reconcile net income to net cash provided by operating activities: Depreciation and amortization $662,302 $625,782 Deferred income taxes -$43,954 -$44,281 Gain on sale of property and equipment -$237,288 -$157,291 Changes in operating assets and liabilities: Decrease in receivable- net $945,262 $595,672 (Increase) in inventories -$326,296 -$767,243 (Increase) in prepaid expenses $1,674,121 -$581,874 (Increase) in other assets-long term -$1 - $1 Increase in accounts payable $1,619,325 $539,340 Increase in accrued income taxes $66,174 $391,414 (Decrease) in accrued expenses -$47,045 -$83,887 (Decrease) increase in salary continuation -$13,094 $21,944 Net cash provided (used) by operating activities $917,583 $1,599,544 Cash flows from investing activities: Purchase of property, plant and equipment -$263,616 -$1,059,451 Proceeds from sale of property, Plate and equipment $329,598 $254,900 Collection of note receivable $11,138 $10,285 Investment securities available- for sale: Purchases -$802,013 -$3,529,264 Proceeds from disposal $0 $0 Net cash (used in) Investing activities -$723,893 -$1,751,879 Cash flows from financing activities: Debt repayments $924,164 $0 Increase (decrease) in checks outstanding in Excess of bank balances $1,469,966 $586,023 Purchases of treasury sales $0 $0 Cash dividend paid -$742,708 -$745,503 Net cash used in financing activities -$196,906 -$205,670 Net (decrease) increase in cash and cash equivalents -$3,216 -$358,005 Cash and cash equivalents at beginning of year $286,480 $710,278 Cash and cash equivalents at end of quarter $283,264 $352,273 Supplemental information: Cash paid during the year for: Income taxes $300 $104,139 Interest $70,101 $32,475 See Accompanying Notes to Consolidated Condensed Financial Statements. ITEM 1 GOLDEN ENTERPRISES, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1- BASIS OF PRESENTATION 1. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 to Regulation S-X. Accordingly, they do not include all information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments consisting of normal recurring accruals considered necessary for a fair presentation have been included. For further information, refer to the consolidated financial statements and footnotes included in the Golden Enterprises, Inc. and subsidiary (the Company) Annual Report on Form 10-K for the year ended May 31, 2002. As of June 1, 2001, the Company changed its method of accounting with regard to slotting fees. The Company previously expensed slotting fees as incurred. As of June 1, 2001 payments for slotting fees were capitalized and amortized over the expected benefit period, which is generally one year. The change in accounting resulted in a pre-tax adjustment in the first quarter of fiscal 2002 of $63,241. The net effect increased earnings $38,285 net of $24,956 of taxes or $0.00 per share. This change in accounting also resulted in corresponding changes to net ncome, accrued income taxes and prepaid expenses in the Consolidated Statement of Cash flows (unaudited) for three-months ended August 31, 2001. NOTE 2- RECLASSIFICATION 2. Reclassifications have been made in the first quarter of the fiscal year 2002 statement of operations to conform to classifications used in the current year in accordance with EITF No. 01-09, Accounting for Consideration Given by a Vendor to a Customer or Reseller of the Vendors Products. EITF 01-09 was effective for the Company beginning March 1, 2002 and requires certain payments made to customers by the Company, that were previously classified as selling, general and administrative expenses to be classified as reductions in net sales. The Company reclassified as reductions in net sales approximately $2,935,000 of selling expenses, which were previously classified as selling, general and administrative expenses in the statement of operations for the period ended August 31, 2001. NOTE 3- 1. The results of operations for the three months ended August 31, 2002 and 2001 are not necessarily indicative of the results to be expected for the full year. INDEPENDENT ACCOUNTANTS REPORT We have reviewed the accompanying interim consolidated balance sheet of Golden Enterprises, Inc. and subsidiary as of August 31, 2002 and the related interim consolidated statements of operations and cash flows for the three-month period then ended. These financial statements are the responsibility of the Companys management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial statements consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with accounting principles generally accepted in the United States of America. Birmingham, Alabama October 15, 2002 DUDLEY, HOPTON-JONES, SIMS & FREEMAN PLLP ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Basis of Presentation The Companys discussion and analysis of its financial condition and results of operations are based upon the accompanying unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 to Regulation S-X. Accordingly, they do not include all information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments consisting of normal recurring accruals considered necessary for a fair presentation have been included. As of June 1, 2001, the Company changed its method of accounting with regard to slotting fees. The Company previously expensed slotting fees as incurred. As of June 1, 200l, payments for slotting fees were capitalized and amortized over the expected benefit period, which is generally one year. The change in accounting resulted in a pre-tax adjustment in the first quarter of fiscal 2002 of $63,241. The net effect increased earnings $38,285 net of $24,956 of taxes or $0.00 per share. This change in accounting also resulted in corresponding changes to net income, accrued income taxes and prepaid expenses in the Consolidated Statement of Cash Flows (unaudited) for the three months ended August 31, 2001. Reclassifications have been made in the first quarter of fiscal 2002 statement of operations to conform to classifications used in the current year in accordance with EITF No. 01-09, Accounting for Consideration Given by a Vendor to a Customer or Reseller of the Vendors Products, EITF 01-09 was effective for the Company beginning March 1, 2002 and requires certain payments made to customers by the Company that were previously classified as selling, general and administrative expenses, to be classified as reductions in net sales. The Company reclassified as reductions in net sales approximately $2,935,000 of selling expenses which were previously classified as selling, general and administrative expenses in the statement of operations for the period ended August 31, 2001. Sale of Tennessee Plant The Company has received SEC comment letters regarding the Companys financial reporting of the sale of the Nashville, Tennessee Plant to Tennessee Chips, LLC in the Companys 10-K Report filed on August 29, 2001. The Company reported a pre-tax gain of $425,375 on the sale of the Nashville Plant, and the SECs comments focus on the issue of whether or not a gain should have been recognized in the year of the sale or deferred. The Company has responded to the SECs comments, and management and the Companys Auditors believe that the Company properly reported the gain from the sale. At the time of this filing, the SEC was still considering this matter. If the SEC ultimately concludes that the gain should have been deferred, then the earnings for the fiscal year ended May 31, 2001 would have to be restated and that restatement could impact previously reported earnings by not more than $270,000. Accrued Expenses Management estimates certain material expenses in an effort to record those expensesin the period incurred. The most material accrued estimates relate to a salary continuation plan for certain key executives of the Company, and to insurance- related expenses, including self-insurance. Workers compensation and general liability insurance accruals are recorded based on insurance claims processed as well as historical claims experience for claims incurred, but not yet reported. These estimates are based on historical loss development factors. Employee medical insurance accruals are recorded based on medical claims processed as well as historical medical claims experienced for claims incurred but not yet reported. Differences in estimates and assumption could result in an accrual requirement materially different from the calculated accrual. Other Matters The Company does not have off-balance sheet arrangement, financings, or other relationships with unconsolidated entities or other persons, also known as special purpose entities. Transactions with related parties, reported in Note 15 of Notes to Consolidated Financial Statements in the Annual Report to Stockholders for fiscal year ended May 31, 2002 are conducted on an arms-length basis in the ordinary course of business. Liquidity and Capital Resources Working Capital was $13.4 million at June 1, 2002 and $12.6 million at the end of the first quarter. Net cash provided by operating activities amounted to $0.92 million for the first quarter this year compared to $1.6 million for last years first quarter. Additions to property, plant and equipment, net of disposals, were $0.17 million this year and $0.96 million last year. Cash dividends of $0.74 million were paid during this years first quarter compared to $0.75 million last year. No cash was used to purchase treasury stock this year and $.05 million was used last year, and $0.80 million of cash was used to increase investment securities this year compared to a net increase in investment securities using $0.96 million of cash last year. The Companys current ratio was 2.47 to 1.00 at August 31, 2002. Operating Results For the three months ended August 31, 2002, net sales decreased 4.1% from the comparable period in fiscal 2002. The decrease in sales is primarily attributed to an unprecedented sales weakness in the U.S. salty snacks category during the first quarter. This years first quarter cost of sales was 52.0% of net sales compared to 50.4% last year, and selling, general and administrative expenses were 49.2% of net sales this year and 44.0% last year. These cost and expense percentages were adversely affected by a combination of the decrease in net sales and significant increases in employee medical, workers compensation, general and auto liability insurance costs. The Company also invested heavily in advertising and promotional spending in its core market to match competitive activity during the first quarter of this year and last year. The Companys investment income decreased 37.1% from last year because investment levels and interest rates were lower. The Companys effective tax rate for the first quarter was -41.8% compared to 36.7% for last years first quarter. Managements Discussion and Analysis of Financial Condition and Results of Operations Market Risk The principal markets risks (i.e., the risk of loss arising from adverse changes in market rates and prices) to which the Company is exposed are interest rates on its investment securities, bank loans, and commodity prices, affecting the cost of its raw materials. The Companys investment securities consist of short-term marketable securities. Presently these are variable rate money market mutual funds. Assuming August 31, 2002 variable rate investment levels and bank loan balances, a one-point change in interest rates would impact interest income by $8,170 on an annual basis and interest expense by $30,763. The Company is subject to market risk with respect to commodities because its ability to recover increased costs through higher pricing may be limited by the competitive environment in which it operates. The Company purchases its raw materials on the open market, under contract through brokers and directly from growers. Future contracts have been used occasionally to hedge immaterial amounts of commodity purchases but none are presently being used. Forward-Looking Statements This discussion contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those forward-looking statements. Factors that may cause actual results to differ materially include price competition, industry consolidation, raw material costs and effectiveness of sales and marketing activities, as described in the Companys filings with the Securities and Exchange Commission. ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK Included in Item 2, Managements Discussion and Analysis of Financial Condition and Results of Operations- Market Risk beginning on page 11. ITEM 4 Controls and Procedures Within the 90 days prior to the date of this Report, The Company carried out an evaluation, under the supervision and with the participation of the Companys management, including the Companys Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Companys Disclosure Controls and Procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, The Chief Executive Officer and Chief Financial Officer concluded that the Companys Disclosure Controls and Procedures are effective. There were no significant changes in the Companys internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibit 99.1 Certification by Mark W. McCutcheon pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Exhibit 99.2 Certification by John H. Shannon pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (b) Reports on Form 8-K: On August 29, 2002, we filed a current report on Form 8-K dated August 29, 2002 disclosing that on August 29, 2002, we transmitted to the Securities and Exchange Commission certifications by the Companys Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, for the Companys Form 10-K for the fiscal year ended May 31, 2002. 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. GOLDEN ENTERPRISES, INC. (Registrant) Dated: October 15, 2002 s/Mark W. McCutcheon Mark W. McCutcheon President and Chief Executive Officer Dated: October 15, 2002 /s/ John H. Shannon John H. Shannon Vice-President and Chief Financial Officer (Principal Accounting Officer) CERTIFICATION BY MARK W. MCCUTCHEON PURSUANT TO SECURITIES EXCHANGE ACT RULE 13A-14 I, Mark W. McCutcheon, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Golden Enterprises, Inc.; 1. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 2. Based on my knowledge, the financial statements and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 3. The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have significant role in the registrants internal controls; and 6. The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weakness. Date: October 15, 2002 /s/ Mark W. McCutcheon Mark W. McCutcheon President and Chief Executive Officer CERTIFICATION BY JOHN H. SHANNON PURSUANT TO SECURITIES EXCHANGE ACT RULE 13A-14 I, John H. Shannon, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Golden Enterprises, Inc.; 1. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 2. Based on my knowledge, the financial statements and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 3. The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and a) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 4. The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have significant role in the registrants internal controls; and 6. The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weakness. Date: October 15, 2002 /s/ John H. Shannon John H. Shannon Vice-President and Chief Financial Officer EXHIBIT 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OZLEY ACT OF 2002 In connection with the quarterly report of Golden Enterprises, Inc. (the Company) on Form 10-Q for the quarter ended August 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Mark W. McCutcheon, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: October 15, 2002 /s/Mark W. McCutcheon Mark W. McCutcheon President and Chief Executive Officer EXHIBIT 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OZLEY ACT OF 2002 In connection with the quarterly report of Golden Enterprises, Inc. (the Company) on Form 10-Q for the quarter ended August 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, John H. Shannon, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: October 15, 2002 /s/ John H. Shannon John H. Shannon Vice-President and Chief Financial Officer 6 -----END PRIVACY-ENHANCED MESSAGE-----