-----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, UQPAv4hT6b+J+hHK8rABPlxYQaBJxavA09cQE889ZBsGQEONwkK4QYika+/wCQYb QkzLmI7d/h9LvbMb4baKQQ== 0001157523-05-007789.txt : 20050830 0001157523-05-007789.hdr.sgml : 20050830 20050830121914 ACCESSION NUMBER: 0001157523-05-007789 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20050603 FILED AS OF DATE: 20050830 DATE AS OF CHANGE: 20050830 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-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-04339 FILM NUMBER: 051057778 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: 2140 11TH AVE SOUTH STREET 2: STE 208 CITY: BIRMINGHAM STATE: AL ZIP: 35205 FORMER COMPANY: FORMER CONFORMED NAME: GOLDEN FLAKE INC DATE OF NAME CHANGE: 19761019 FORMER COMPANY: FORMER CONFORMED NAME: MAGIC CITY FOOD PRODUCTS INC DATE OF NAME CHANGE: 19700805 10-K 1 a4961181.txt GOLDEN ENTERPRISES, INC. 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 3, 2005 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 0-4339 GOLDEN ENTERPRISES, INC. ------------------------ (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.) One Golden Flake Drive Birmingham, Alabama 35205 - --------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number including area code (205) 458-7316 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Common Capital Stock, Par Value $0.66(2)/3 (Title of Class) 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 by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this form 10-K or any amendment to this Form 10-K. (X) Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes ( ) No (X) Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ( ) No (X) State the aggregate market value of the voting stock held by non-affiliates of the registrant as of August 5, 2005. Common Stock, Par Value $0.66(2)/3 --$23,310,014 Indicate the number of shares outstanding of each of the Registrant's Classes of Common Stock, as of August 5, 2005. Class Outstanding at August 5, 2005 ----- ----------------------------- Common Stock, Par Value $0.66(2)/3 11,835,330 shares DOCUMENTS INCORPORATED BY REFERENCE Portions of the Annual Proxy Statement for the Annual Meeting of Stockholders to be held on September 22, 2005 are incorporated by reference into Part III. TABLE OF CONTENTS FORM 10-K ANNUAL REPORT -2005 GOLDEN ENTERPRISES, INC. Page ---- PART I. Item 1. Business .................................................... 3 Item 2. Properties................................................... 5 Item 3. Legal Proceedings............................................ 6 Item 4. Submission of Matters to a Vote of Security Holders.......... 7 PART II. Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.......... 7 Item 6. Selected Financial Data...................................... 9 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.................................. 10 Item 7A. Quantitative and Qualitative Disclosure About Market Risk.... 17 Item 8. Financial Statements and Supplementary Data.................. 17 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure..................... 41 Item 9A. Controls and Procedures...................................... 41 Item 9B. Other Information............................................ 41 PART III. Item 10. Directors and Executive Officers of the Registrant........... 41 Item 11. Executive Compensation....................................... 41 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters...... 41 Item 13. Certain Relationships and Related Transactions............... 42 Item 14. Principal Accountant Fees and Services....................... 42 PART IV. Item 15. Exhibits and Financial Statement Schedules................... 43 2 PART I ITEM 1. - BUSINESS Golden Enterprises, Inc. (the "Company") is a holding company which owns all of the issued and outstanding capital stock of Golden Flake Snack Foods, Inc., a wholly-owned operating subsidiary company ("Golden Flake"). Golden Enterprises is paid a fee by Golden Flake for providing management services for it. The Company was originally organized under the laws of the State of Alabama as Magic City Food Products, Inc. on June 11, 1946. On March 11, 1958, it adopted the name Golden Flake, Inc. On June 15, 1963, the Company purchased Don's Foods, Inc. a Tennessee corporation which was merged into the Company on December 10, 1966. The Company was reorganized December 31, 1967 as a Delaware corporation without changing any of its assets, liabilities or business. On January 1, 1977, the Company, which had been engaged in the business of manufacturing and distributing potato chips, fried pork skins, cheese curls and other snack foods, spun off its operating division into a separate Delaware corporation known as Golden Flake Snack Foods, Inc. and adopted its present name of Golden Enterprises, Inc. The Company owns all of the issued and outstanding capital stock of Golden Flake Snack Foods, Inc. Golden Flake Snack Foods, Inc. General Golden Flake Snack Foods, Inc. ("Golden Flake") is a Delaware corporation with its principal place of business and home office located at One Golden Flake Drive, Birmingham, Alabama. Golden Flake manufactures and distributes a full line of salted snack items, such as potato chips, tortilla chips, corn chips, fried pork skins, baked and fried cheese curls, onion rings and puff corn. These products are all packaged in flexible bags or other suitable wrapping material. Golden Flake also sells a line of cakes and cookie items, canned dips, pretzel, peanut butter crackers, cheese crackers, dried meat products and nuts packaged by other manufacturers using the Golden Flake label. No single product or product line accounts for more than 50% of Golden Flake's sales, which affords some protection against loss of volume due to a crop failure of major agricultural raw materials. Raw Materials Golden Flake purchases raw materials used in manufacturing and processing its snack food products on the open market and under contract through brokers and directly from growers. A large part of the raw materials used by Golden Flake consists of farm commodities which are subject to precipitous change in supply and price. Weather varies from season to season and directly affects both the quality and supply available. Golden Flake has no control of the agricultural aspects and its profits are affected accordingly. Distribution Golden Flake sells its products through its own sales organization and independent distributors to commercial establishments which sell food products in Alabama and in parts of Tennessee, Kentucky, Georgia, Florida, Mississippi, Louisiana, North Carolina, South Carolina, Arkansas, Missouri and Texas. The products are distributed by approximately 448 route salesmen who are supplied with selling inventory by the Company's trucking fleet which operates out of Birmingham, Alabama, Nashville, Tennessee, and Ocala, Florida. All of the route salesmen are employees of Golden Flake and use the direct store door delivery method. Golden Flake is not dependent upon any single customer, or a few customers, the loss of any one or more of which would have a material adverse effect on its business. No single customer accounts for more than 10% of its total sales. Golden Flake has a fleet of 873 company owned vehicles to support the route sales system, including 48 tractors and 125 trailers for long haul delivery to the various company warehouses located throughout its distribution areas, 634 store delivery vehicles and 66 cars and miscellaneous vehicles. 3 Competition The snack foods business is highly competitive. In the area in which Golden Flake operates, many companies engage in the production and distribution of food products similar to those produced and sold by Golden Flake. Most, if not all, of Golden Flake's products are in direct competition with similar products of several local and regional companies and at least one national company, the Frito Lay Division of Pepsi Co., Inc., which are larger in terms of capital and sales volume than is Golden Flake. Golden Flake is unable to state its relative position in the industry. Golden Flake's marketing thrust is aimed at selling the highest quality product possible and giving good service to its customers, while being competitive with its prices. Golden Flake constantly tests the quality of its products for comparison with other similar products of competitors and maintains tight quality controls over its products. Employees Golden Flake employs approximately 1,032 employees. Approximately 620 employees are involved in route sales and sales supervision, approximately 297 are in production and production supervision, and approximately 115 are management and administrative personnel. Golden Flake believes that the performance and loyalty of its employees are the most important factors in the growth and profitability of its business. Since labor costs represent a significant portion of Golden Flake's expenses, employee productivity is important to profitability. Golden Flake considers its relations with its employees to be excellent. Golden Flake has a 401(k) Profit Sharing Plan and an Employee Stock Ownership Plan designed to reward the long term employee for his loyalty. In addition, the employees are provided medical insurance, life insurance, and an accident and sickness salary continuance plan. Golden Flake believes that its employee wage rates are competitive with those of its industry and with prevailing rates in its area of operations. Other Matters The Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to these reports, are available via the Company's website. The website address is www.goldenflake.com. All required reports are made available on the website as soon as reasonably practicable after they are electronically filed with the Securities and Exchange Commission. Environmental Matters There have been no material effects of compliance with government provisions regulating discharge of materials into the environment. Recent Developments No significant changes have occurred in the kinds of products manufactured or in the markets of methods of distribution, and no material changes or developments have occurred in the business done and intended to be done by Golden Flake. 4 Executive Officers Of Registrant And Its Subsidiary Name and Age Position and Offices with Management ------------ ------------------------------------ John S. Stein, 68 Mr. Stein is Chairman of the Board. He was elected Chairman on June 1, 1996. He served as Chief Executive Officer from 1991 to April 4, 2001, and as President from 1985 to 1998 and from June 1, 2000 to April 4, 2001. Mr. Stein also served as President of Golden Flake Snack Foods, Inc. from 1976 to 1991. Mr. Stein retired as an employee with the Company on May 31, 2002. Mr. Stein is elected Chairman annually, and his present term will expire on June 2, 2006. Mark W. McCutcheon, 50 Mr. McCutcheon is Chief Executive Officer and President of the Company and President of Golden Flake Snack Foods, Inc., a wholly owned subsidiary of the Company. He was elected President and Chief Executive Officer of the Company on April 4, 2001 and President of Golden Flake on November 1, 1998. He has been employed by Golden Flake since 1980. Mr. McCutcheon is elected Chief Executive Officer and President of the Company and President of Golden Flake annually, and his present terms will expire on June 2, 2006. Patty Townsend, 47 Ms. Townsend is Chief Financial Officer, Vice President and Secretary of Golden Enterprises, Inc. and Controller of Golden Flake Snack Foods, Inc. a wholly owned subsidiary of the Company. She was elected Chief Financial Officer, Vice-President and Secretary of the Company on March 1, 2004 and Controller of Golden Flake on March 15, 1997. She has been employed with the Company since 1988. Ms. Townsend is elected to her positions on an annual basis, and her present term of office will expire on June 2, 2006. Randy Bates, 51 Mr. Bates is Executive, Vice-President of Sales, Marketing and Transportation for Golden Flake. He has held these positions since October 26, 1998. Mr. Bates was Vice-President of Sales from October 1, 1994 to 1998. Mr. Bates has been employed by Golden Flake since March 1979. Mr. Bates is elected to his positions on an annual basis, and his present term of office will expire on June 2, 2006. David Jones, 52 Mr. Jones is Executive Vice-President of Operations, Human Resources and Quality Control for Golden Flake. He has held these positions since May 20, 2002. Mr. Jones was Vice-President of Manufacturing from 1998 to 2002 and Vice-President of Operations from 2000 to 2002. Mr. Jones has been employed by Golden Flake since 1984. Mr. Jones is elected to his positions on an annual basis, and his present term of office will expire on June 2, 2006. ITEM 2. - PROPERTIES The headquarters of the Company are located at One Golden Flake Drive, Birmingham Alabama 35205. The properties of the subsidiary are described below. 5 Golden Flake Manufacturing Plants and Office Headquarters The main plant and office headquarters of Golden Flake are located at One Golden Flake Drive, Birmingham, Alabama, and are situated on approximately 40 acres of land which is serviced by a railroad spur track. This facility consists of three buildings which have a total of approximately 300,000 square feet of floor area. The plant manufactures a full line of Golden Flake products. Golden Flake maintains a garage and vehicle maintenance service center from which it services, maintains, repairs and rebuilds its fleet and delivery trucks. Golden Flake has adequate employee and fleet parking. Approximately 17 acres of the Birmingham property is undeveloped. This property is zoned for industrial use and is readily available for future use. Plans for the utilization of this property have not been finalized. Golden Flake also has a manufacturing plant in Ocala, Florida. This plant was placed in service in November 1984. The plant consists of approximately 100,000 square feet, with allowance for future expansion, and is located on a 28-acre site on Silver Springs Boulevard. The Company manufactures corn chips, tortilla chips and potato chips from this facility. The manufacturing plants, office headquarters and additional lands are owned by Golden Flake free and clear of any debts. Distribution Warehouses Golden Flake owns branch warehouses in Birmingham, Montgomery, Midfield, Demopolis, Fort Payne, Muscle Shoals, Huntsville, Phenix City, Tuscaloosa, Mobile, Dothan and Oxford, Alabama; Gulfport and Jackson, Mississippi; Chattanooga, Knoxville, and Memphis, Tennessee; Decatur, Marietta, and Macon Georgia; Jacksonville, Panama City, Tallahassee and Pensacola, Florida; New Orleans, Louisiana; and Little Rock, Arkansas. The warehouses vary in size from 2,400 to 8,000 square feet. All distribution warehouses are owned free and clear of any debts. Vehicles Golden Flake owns a fleet of 873 vehicles which includes 634 route trucks, 48 tractors, 125 trailers and 66 cars and miscellaneous vehicles. There are no liens or encumbrances on Golden Flake's vehicle fleet. Golden Flake also owns a 1987 Cessna Citation II aircraft. ITEM 3. - LEGAL PROCEEDINGS There are no material pending legal proceedings against the Company or its subsidiary other than ordinary routine litigation incidental to the business of the Company and its subsidiary. 6 ITEM 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not Applicable. PART II ITEM 5. - MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES GOLDEN ENTERPRISES, INC. AND SUBSIDIARY MARKET AND DIVIDEND INFORMATION The Company's common stock is traded in the over-the-counter market under the "NASDAQ" symbol, GLDC, and transactions are reported through the National Association of Securities Dealers Automated Quotation (NASDAQ) National Market System. The following tabulation sets forth the high and low sale prices for the common stock during each quarter of the fiscal years ended June 3, 2005 and May 28, 2004 and the amount of dividends paid per share in each quarter. The Company currently expects that comparable regular cash dividends will be paid in the future.
Market Price ------------ High Low Dividend Quarter Price Price Paid Year Ended 2005 Per share ----------------------------------------------------------- ---------- -------- ----------- First quarter (13 weeks ended August 27, 2004) $3.110 $2.330 $.0313 Second quarter (13 weeks ended November 27, 2004) 3.000 2.450 .0313 Third quarter (14 weeks ended March 5, 2005) 4.109 2.010 .0313 Fourth quarter (13 weeks ended June 3, 2005) 4.130 3.170 .0313 High Low Dividend Year Ended 2004 Price Price Paid ----------------------------------------------------------- ---------- -------- ----------- First quarter (13 weeks ended August 31, 2003) $2.890 $2.150 $.0313 Second quarter (13 weeks ended November 30, 2003) 2.750 2.370 .0313 Third quarter (13 weeks ended February 28, 2004) 3.500 2.340 .0313 Fourth quarter (13 weeks ended May 28, 2004) 3.430 2.400 .0313
As of August 5, 2005, there were approximately 1,500 shareholders of record. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS. The following table provides Equity Compensation Plan information under which equity securities of the Registrant are authorized for issuance: 7
EQUITY COMPENSATION PLAN INFORMATION - --------------------------------------------------------------------------------------------------------------------------- (a) (b) (c) Plan category Number of securities to be Weighted-average exercise Number of securities remaining issued upon exercise of price of outstanding available for future issuance out-standing options, warrants under equity compensation plans options, warrants and rights (excluding securities reflected in and rights column (a)) - --------------------------------------------------------------------------------------------------------------------------- Equity compensation plans 369,000 $3.776 130,000 approved by security holders - --------------------------------------------------------------------------------------------------------------------------- Equity compensation plans 0 0 0 not approved by security holders - --------------------------------------------------------------------------------------------------------------------------- Total 369,000 $3.776 130,000 - ---------------------------------------------------------------------------------------------------------------------------
ISSUER PURCHASES OF EQUITY SECURITIES The Company did not repurchase any shares of its common stock during the fourth quarter of fiscal year ended June 3, 2005. 8 ITEM 6 - SELECTED FINANCIAL DATA GOLDEN ENTERPRISES, INC. AND SUBSIDIARY FINANCIAL REVIEW (Dollar amounts in thousands, except per share data)
Operations 2005 2004 2003 2002 2001 -------------------------------------------------------------- Net sales (b) $ 103,144 $ 97,583 $ 96,604 $ 104,335 $ 102,797 Gain on sales of assets 107 14 304 756 599 Other income 521 499 506 563 691 -------------------------------------------------------------- Total revenues 103,772 98,096 97,414 105,654 104,087 Cost of sales 55,400 51,243 50,748 54,326 53,631 Selling, general and administrative expenses 48,022 46,595 47,686 47,653 46,333 Interest 255 220 269 189 85 (Loss) income before cumulative effect of a change in accounting policy and income taxes 95 38 (1,289) 3,486 4,038 Federal and state income taxes (110) 84 (361) 1,367 1,386 Net (loss) income before cumulative effect of a change in accounting policy (15) (46) (928) 2,119 2,652 Cumulative effect of a change in accounting policy net of taxes ----- ----- ----- 413 ----- Net (loss) income $ (15) $ (46) $ (928) $ 2,532 $ 2,652 - ------------------------------------------------------------------------------------------------------------------------ Financial data Depreciation and amortization $ 2,268 $ 2,347 $ 2,490 2,594 $ 2,436 Capital expenditures, net of disposals 2,454 832 287 3,802 1,294 Working capital 5,328 6,697 8337 10,989 12,909 Long-term debt 2,426 2,327 3,862 5,083 1,807 Stockholders' equity 20,907 22,456 24,078 27,233 27,865 Total assets 34,402 33,623 36,492 40,840 40,243 - ------------------------------------------------------------------------------------------------------------------------ Common stock data Net (loss) income before cumulative effect of a change in accounting policy $ (0.00) $ (0.00) $ (0.08) $ 0.18 $ 0.22 Cumulative effect of a change in accounting policy net of taxes ----- ----- ----- 0.03 ----- Basic and diluted net (loss) income (0.00) (0.00) (0.08) 0.21 0.22 Dividends .1250 .1250 .1875 0.25 0.25 Book value 1.77 1.89 2.20 2.29 2.33 Price range 4.15-2.01 3.50-2.15 5.530-1.640 4.550-2.950 4.750-2.875 - ------------------------------------------------------------------------------------------------------------------------ Financial statistics Current ratio 1.54 1.84 2.09 2.37 2.58 Net (loss) income as percent of total revenues 0.00% 0.00% (1.0)% 2.4% 2.5% Net (loss) income as percent of stockholders' equity (a) 0.00% 0.00% (5.1)% 10.1% 9.0% - ------------------------------------------------------------------------------------------------------------------------ Other data Weighted average common shares outstanding 11,846,419 11,879,891 11,883,305 11,898,097 11,965,671 Common shares outstanding at year end 11,835,330 11,852,830 11,883,305 11,883,305 11,932,741 Approximate number of stockholders 1,500 1,500 1,500 1,500 1,500
(a) Average amounts at beginning and end of fiscal year. (b) Reflects on all periods presented, the effect on revenues of adopting the provisions of the Emerging Issues Task Force of the Financial Accounting Standards Board issue No. 01-9 Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor's Products) (EITF 01-9) 9 ITEM 7. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GOLDEN ENTERPRISES, INC. AND SUBSIDIARY Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion provides an assessment of the Company's financial condition, results of operations, liquidity and capital resources and should be read in conjunction with the accompanying consolidated financial statements and notes. OVERVIEW The Company manufactures and distributes a full line of snack items, such as potato chips, tortilla chips, corn chips, fried pork skins, baked and fried cheese curls, onion rings and puff corn. The products are all packaged in flexible bags or other suitable wrapping material. The Company also sells a line of cakes and cookie items, canned dips, pretzels, popcorn, peanut butter crackers, cheese crackers, dried meat products and nuts packaged by other manufacturers using the Golden Flake label. No single product or product line accounts for more than 50% of the Company's sales, which affords some protection against loss of volume due to a crop failure of major agricultural raw materials. Raw materials used in manufacturing and processing the Company's snack food products are purchased on the open market and under contract through brokers and directly from growers. A large part of the raw materials used by the Company consists of farm commodities which are subject to precipitous changes in supply and price. Weather varies from season to season and directly affects both the quality and supply available. The Company has no control of the agricultural aspects and its profits are affected accordingly. The Company sells its products through its own sales organization and independent distributors to commercial establishments that sell food products primarily in the Southeastern United States. The products are distributed by approximately 448 route representatives who are supplied with selling inventory by the Company's trucking fleet. All of the route representatives are employees of the Company and use the Company's direct-store delivery system. CRITICAL ACCOUNTING POLICIES AND ESTIMATES The Company's discussion and analysis of its financial condition and results of operations are based upon the Company's consolidated financial statements, the preparation of which in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that in certain circumstances affect amounts reported in the consolidated financial statements. In preparing these financial statements, management has made its best estimates and judgments of certain amounts included in the financial statements, giving due considerations to materiality. The Company does not believe there is a great likelihood that materially different amounts would be reported under different conditions or using different assumptions related to the accounting policies described below. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates. 10 Revenue Recognition The Company recognizes sales and related costs upon delivery or shipment of products to its customers. Sales are reduced by returns and allowances to customers. In November 2001, the Emerging Issues Task Force reached a consensus on Issue No. 01-09 Accounting for Consideration given by a Vendor to a Customer (Including a Reseller of the Vendor's Products) effective for annual or interim periods beginning after December 15, 2001. The issue addresses the recognition, measurement and income statement classification for certain sales incentives. The Company implemented this new accounting policy in the fourth quarter of fiscal 2002. The effect of this accounting change is to adopt this policy as of the beginning of the fiscal 2002 (June 1, 2001). Certain of these expenses, including slotting fees, previously classified as selling, general, and administrative expenses, are now characterized as offsets to net sales. Reclassifications have been made to prior period financial statements to conform to current year presentation. Total vendor sales incentives now characterized as reductions of net sales that previously would have been classified as selling, general and administrative expenses were approximately $11.6 million, $11.6 million and $12.8 million for the years ended 2005, 2004 and 2003, respectively. There was no resulting impact on net operating results from adopting EITF 01-09. Change in Accounting Policy The Company is self-insured for certain casualty losses relating to automobile liability, general liability, workers' compensation, property losses and medical claims. The Company also has stop loss coverage to limit the exposure arising from these claims. Automobile liability, general liability, workers' compensation, and property losses costs are covered by letters of credit with the company's claim administrators. The Company changed its accounting policy in the fourth quarter of fiscal 2005 with regard to the casualty insurance obligations. The Company adopted the use of a third-party actuary to estimate the casualty insurance obligations on an annual basis. This change in accounting policy was made to determine the ultimate loss and reserve requirements through actuarial assumptions including compensation trends, health care cost trends and discount rates. The third-party actuary also uses historical information for claims frequency and severity in order to establish loss development factors. The cumulative effect of this change in accounting policy did not have a material effect on the financial statements. Accounts Receivable The Company records accounts receivable at the time revenue is recognized. Amounts for bad debt expense are recorded in selling, general and administrative expenses on the Consolidated Statements of Operations. The amount of the allowance for doubtful accounts is based on management's estimate of the accounts receivable amount that is uncollectible. Management records a general reserve based on analysis of historical data. In addition, management records specific reserves for receivable balances that are considered high-risk due to known facts regarding the customer. The allowance for bad debts is reviewed quarterly, and it is determined whether the amount should be changed. Failure of a major customer to pay the Company amounts owed could have a material impact on the financial statements of the Company. At June 3, 2005 and May 28, 2004, the Company had accounts receivables in the amount of $7.7 million and $7.5 million, net of an allowance for doubtful accounts of $0.2 million and $0.2 million, respectively. 11 The following table summarizes the Company's customer accounts receivable profile as of June 3, 2005: Amount Range No. of Customers ------------ ---------------- Less than $1,000.00............................... 1,365 $1,001.00-$10,000.00.............................. 551 $10,001.00-$100,000.00............................ 117 $100,001.00-$500,000.00........................... 6 $500,001.00-$1,000,000.00......................... 0 $1,000,001.00-$2,500,000.00....................... 1 Total All Accounts................................ 2,040 ===== Inventories Inventories are stated at the lower of cost or market. Cost is computed on the first-in, first out method. Accrued Expenses Management estimates certain material expenses in an effort to record those expenses in 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. In 2005, the Company adopted the use of a third-party actuary to estimate the casualty insurance obligations on an annual basis. In determining the ultimate loss and reserve requirements, the third-party actuary uses various actuarial assumptions including compensation trends, health care cost trends and discount rates. The third-party actuary also uses historical information for claims frequency and severity in order to establish loss development factors. The actuarial calculation includes a margin of error to account for changes in inflation, health care costs, compensation and litigation cost trends as well as estimated future incurred claims. The Company utilized a 75% confidence level for estimating the ultimate outstanding casualty liability. Approximately 75% of each claim should be equal to or less than the ultimate liability recorded based on the historical trends experienced by the Company. If the Company chose a 50% factor, the liability would have been reduced by approximate $0.3 million. If the Company chose a 90% factor, the liability would have increased by approximately $0.3 million. During 2004 and 2005, the Company used a 4% investment rate to discount the estimated claims based on the historical payout pattern. Actual ultimate losses could vary from those estimated by the third-party actuary. The Company believes the reserves established are reasonable estimates of the ultimate liability based on historical trends. As of June 3, 2005, the Company's casualty reserve was $1.9 million and at May 28, 2004 casualty reserve was $1.7 million. The casualty reserve at May 28, 2004 under the newly adopted third-party actuary method would have been $1.9 million. 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 assumptions could result in an accrual requirement materially different from the calculated accrual. 12 OTHER MATTERS Transactions with related parties, reported in Note 14 of the Notes to Consolidated Financial Statements, are conducted on an arm's-length basis in the ordinary course of business. LIQUIDITY AND CAPITAL RESOURCES Working capital was $5.3 million at June 3, 2005 compared to $6.7 million at May 28, 2004. Net cash provided by operations amounted to $2.4 million in fiscal year 2005, $2.9 million in fiscal year 2004 and $4.6 million in fiscal year 2003. The decrease in net cash provided by operations is primarily related to changes in receivables, inventories and accounts payable offset by the net loss for fiscal year 2005 of $14,924 compared to the net loss for fiscal year 2004 of $45,846. Additions to property, plant and equipment, net of disposals were $2.5 million, $0.8 million and $0.3 million in fiscal years 2005, 2004 and 2003, respectively, and are expected to be about $2 million in 2006. Cash dividends of $1.5 million, $1.5 million and $2.2 million were paid during fiscal years 2005, 2004, and 2003, respectively. The quarterly dividend was reduced to $.03125 from $.0625 in the third quarter of fiscal 2003 in response to a decrease in earnings. The amount of cash used to purchase treasury shares in fiscal 2005 was $0.05 million and $0.09 million in fiscal 2004. No cash was used to purchase treasury shares in fiscal 2003. During fiscal 2005, the company's debt proceeds net of re-paid debt was $1.2 million. The following table summarizes the significant contractual obligations of the Company as of June 3, 2005:
Contractual Obligations Total 2006 2007-2008 2009-2010 Thereafter - ----------------------- ----- ---- --------- --------- ---------- Long-Term Debt $ 1,704,178 $ 690,332 $ 1,013,846 $ -0- $ -0- Purchase Commitment 605,000 605,000 -0- -0- -0- Salary Continuation Plan 1,839,797 103,912 234,413 274,941 1,226,531 --------- ------- ------- ------- --------- Total Contractual Obligations $ 4,148,975 $ 1,399,244 $ 1,248,259 $ 274,941 $ 1,226,531 ========= ========= ========= ======= =========
Other Commitments The Company had letters of credit in the amount of $2,213,446 outstanding at June 3, 2005 to support the Company's commercial self-insurance program. The Company has a line-of-credit agreement with a local bank that permits borrowing up to $2 million. The line-of-credit is subject to the Company's continued credit worthiness and compliance with the terms and conditions of the advance application. The Company's line of credit debt at June 3, 2005 was $522,008 with an interest rate of 6.00%. The Company's current ratio at year end was 1.54 to l.00. Available cash, cash from operations and available credit under the line of credit are expected to be sufficient to meet anticipated cash expenditures and normal operating requirements for the foreseeable future. 13 OPERATING RESULTS Net sales increased by 6% in fiscal year 2005, increased by 1% in fiscal year 2004, and decreased by 7.4% in fiscal year 2003. The increase in fiscal 2005 was primarily due to higher sales volume and improved pricing more than offset promotional spending. Cost of sales as a percentage of net sales amounted to 53.7% in 2005, 52.5% in 2004, and 52.5% in 2003. The cost increase in 2005 was due primarily to higher energy costs. Selling, general and administrative expenses were 46.5% of net sales in 2005, 47.7% in 2004, and 49.4% in 2003. The 1.2% decrease for fiscal 2005 is attributed to the increase in net sales. The higher percentage cost for fiscal 2005 was due to significant increases in employee medical, workers' compensation, general and auto liability insurance costs, and energy costs. The Company's effective tax rates for 2005, 2004, and 2003 were 115.7%, 221.3% and (27.9)%, respectively. Note 9 to the Consolidated Financial Statements provides additional information about the provision for income taxes. OFF-BALANCE SHEET ARRANGEMENT The Company entered into a five-year term product purchase agreement during the year ending June 1, 2001 with a supplier. Under the terms of the agreement the minimum purchase quantity and the purchase price were fixed resulting in a minimum first year commitment of approximately $2,171,000. After the first year, the minimum purchase quantity was fixed and the purchase unit price was negotiable based on the current market. The purchase product agreement as subsequently amended is described in more detail in Note 14 of the Notes to Consolidated Financial Statements. MARKET RISK The principal market 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 cash equivalents, investment securities and bank loans, and commodity prices affecting the cost of its raw materials. The Company's cash equivalents consist of short-term marketable securities. Presently these are variable rate money market funds. Its bank loans also carry variable rates. Assuming year end 2005 variable rate investment levels and bank loan balances, a one-point change in interest rates would impact interest income by $284 and interest expense by $22,262. 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. Futures contracts have been used occasionally to hedge immaterial amounts of commodity purchases, but none are presently being used. INFLATION Certain costs and expenses of the Company are affected by inflation, and the Company's prices for its products over the past several years have remained relatively flat. The Company will contend with the effect of further inflation through efficient purchasing, improved manufacturing methods, pricing, and by monitoring and controlling expenses. 14 ENVIRONMENTAL MATTERS There have been no material effects of compliance with government provisions regulating discharge of materials into the environment. 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 Company's filings with Securities and Exchange Commission. RECENT DEVELOPMENTS The Company continues to review and analyze its internal audit program and has directed senior management to dedicate resources and take steps to strengthen controls. The company engaged the services of a third party consultant to assist in its review and analysis. The Company is identifying and implementing actions to improve the effectiveness of procedures and internal controls, including enhanced training with respect to financial reporting and disclosure responsibilities. RECENT ISSUED ACCOUNTING PRONOUNCEMENTS Effective June 1, 2002, the Company adopted SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets to be held and used, to be disposed of other than by sale and to be disposed of by sale. The adoption of this standard did not have a material impact on the Company's financial position, results of operations or cash flows. In June 2002, the FASB issued SFAS No. 146, "Accounting for Cost Associated with Exit or Disposal Activities." SFAS No 146 requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. Costs covered by SFAS No. 146 includes lease termination costs and certain employee severance costs that are associated with a restructuring, discontinued operations, plant closing or other exit or disposal activity. SFAS No. 146 is effective for exit or disposal activities initiated after December 31, 2002. The Company adopted SFAS No. 146 on June 1, 2003 and the adoption of this standard did not have a material impact on the Company's consolidated financial statements. In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure - an amendment of FASB Statement No. 123." SFAS No. 148 amends SFAS No. 123, "Accounting for Stock-Based Compensation" to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The Company has adopted the disclosure requirements of SFAS No. 148 effective May 31, 2003 in its consolidated financial statements. The Company will continue to account for stock-based compensation using the methods detailed in the stock-based compensation accounting policy as described earlier. In April 2003, the FASB issued SFAS No. 149 "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." This statement amends and clarifies the accounting and reporting for derivative instruments, including embedded derivatives, and for hedging activities under SFAS No. 133, "Accounting for Derivative instruments and Hedging Activities." SFAS No. 149 amends SFAS No. 133 to reflect the decisions made as part of the Derivatives Implementation Group and in other FASB projects or deliberations. SFA No. 149 is effective for contracts entered into or modified after June 30, 2003, and for hedging relationships designed after June 30, 2003 and did not have an impact on the Company. 15 In January 2003, the FASB issued FASB Interpretation No. 46 (FIN No. 46), "Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51." FIN No. 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 became effective February 1, 2003 for variable interest entities created after January 31, 2003, and July 31, 2003 for variable interest entities created prior to February 1, 2003. In December 2003, the FASB issued a revised FIN 46. The revised standard, FIN 46R, modifies or clarifies various provisions of FIN 46 and incorporates many FASB Staff Positions previously issued by the FASB. This standard replaces the original FIN 46 that was issued in January 2003. The adoption of these new standards did not have an impact on the Company's financial position, results of operations or cash flows. In December 2003, the FASB issued a revised SFAS No. 132, "Employers' Disclosures about Pensions and Other Postretirement Benefits." The revised SFAS No. 132 revised employers' disclosures about pension plans and other post retirement benefit plans. It did not change the measurement or recognition of those plans required by SFAS No. 87, "Employers' Accounting for Pensions," SFAS No. 88, "Employers' Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits," and SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions." The revised SFAS No. 132 retains the disclosure requirements contained in the original SFAS No. 132. It requires additional disclosures to those in the original SFAS No. 132 about the assets, obligations, cash flows, and net periodic benefit cost of defined benefit pension plans and other defined benefit postretirement plans. The adoption of this new standard did not have an impact on the Company's financial position, results of operations or cash flows. In December 2003, the SEC released Staff Accounting Bulletin ("SAB") 104. SAB 104 revises or rescinds portions of the interpretative guidance included in SEC Topic 13, "Revenue Recognition," in order to make this interpretive guidance consistent with current authoritative accounting and auditing guidance and SEC rules and regulations. The principal revisions relate to the rescission of material no longer necessary because of private sector developments in U.S. generally accepted accounting principles. SAB 104 also rescinds the Revenue Recognition in Financial Statements Frequently Asked Questions and Answers document issued in conjunction with Topic 13. Selected portions of that document have been incorporated into Topic 13. The adoption of this new standard did not have an impact on the Company's financial position, results of operations or cash flows. In May, 2004, the FASB issued Staff Position (FSP) 106-2, "Accounting and Disclosure Requirement Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003." This Position provides guidance on the accounting, disclosure, effective date, and transition requirements related to the Medicare Prescription Drug Improvement and Modernization Act of 2003. The adoption of this FSP had no impact on the Company's financial position, results of operation or cash flows. In October, 2004, the American Jobs Creation Act of 2004 (The Act) was enacted into law. The FASB had issued Staff Position 109-1 and 109-2 to provide accounting and disclosure guidance relating to the enactment of this Act. The Act allows for a tax deduction of up to 9% (when fully phased-in) of the lesser of qualified production activities income" or taxable income as defined in the Act beginning in 2005. The tax benefits of this deduction are to be recognized in the year in which they are reported on the tax return. The Act also allows for a special one-time tax deductions of 85 percent of certain foreign earnings that are repatriated to a US taxpayer, provided certain criteria are met. The Company has not completed its evaluation of the effects of the Act on its future financial position. In November 2004, The FASB issued SFAS No. 151, "Inventory Cost or Amendment of ARB No. 43, Chapter 4." This Statement amends AR 13 No. 43, to clarify abnormal amounts of facility expense, freight, handling costs and wasted material should be recognized in current-period charges. In addition, this Statement requires that allocation of fixed production overhead to the costs on conversion be based on the normal capacity of the production facilities. This provision is effective for inventory costs incurred during fiscal years after June 15, 2005. SAFS No. 151 is not expected to have an impact on the Company's financial position, results of operations or cash flows. 16 In December 2004, the FASB revised its SFAS No. 123 (SFAS No. 123R), "Accounting for Stock Based Compensation." The revision established standards for the accounting of transactions in which an entity exchanges its equity instruments for goods or services particularly transaction in which an entity obtains employee services in share based payment transactions. The revised statement requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost is to be recognized over the period during which the employee is required to proved service in exchange for the award. Changes in fair value during the requisite service period are to be recognized as compensation cost over that period. In addition the revised statement amends SFAS No. 95, "Statement of Cash Flows," to require that excess tax benefits be reported as a financing cash flow rather than as a reduction of taxes paid. The provisions of the revised statement are effective for financial statements issued for the first interim or annual reporting period beginning after June 15, 2005, with early adoption encouraged. The Company is currently evaluating the impact that this statement will have on its financial condition, results of operations or cash flows. In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets - - An Amendment of APB Opinion No. 29." APB Opinion No. 29, "Accounting For Nonmonetary Transactions," is based on the opinion that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. SFAS No. 153 amends Opinion No. 29 to eliminate the exception for nonmentary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets whose results are not expected to significantly change the future cash flows of the entity. The provisions of this Statement shall be effective for nonmonetary asset exchanges occurring in the Company's fiscal year 2006. The adoption of SFAS No. 153 is not expected to have a material impact on the Company's financial position, results of operations or cash flows. ITEM 7 A.- QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK Included in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations- Market Risk beginning on page 14. ITEM 8.- FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The consolidated financial statements of the registrant and its subsidiary for the year ended June 3, 2005, consisting of the following, are contained herein: Consolidated Balance Sheets - As of June 3, 2005 and May 28, 2004 Consolidated Statements of Operations - Years ended 2005, 2004, and 2003 Consolidated Statements of - Years ended 2005, 2004, and 2003 Cash Flows Consolidated Statements of Changes -Years ended 2005, 2004, and 2003 in Stockholders' Equity Notes to Consolidated Financial - Years ended 2005, 2004, and 2003 Statements Quarterly Results of Operations - Years ended 2005, 2004, and 2003 17 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS To the Stockholders and Board of Directors of Golden Enterprises, Inc. We have audited the accompanying consolidated balance sheets of Golden Enterprises, Inc. and subsidiary as of June 3, 2005 and May 28, 2004, and the related consolidated statements of operations, changes in stockholders' equity and cash flows for each of the three years in the three year period ended June 3, 2005. Our audits also included the financial statement schedule listed at Item 15(a) 2. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Golden Enterprises, Inc. and subsidiary as of June 3, 2005 and May 28, 2004, and the consolidated results of their operations and their cash flows for each of the three years in the three year period ended June 3, 2005, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, such financial statement schedule, when considering in relation to the basic consolidated financial statements, taken as a whole, presents fairly, in all material respects, the information set forth therein. As discussed in Note 3 to the financial statements, effective May 29, 2004 the Company changed its accounting policy with respect to the casualty insurance liability. Birmingham, Alabama DUDLEY, HOPTON-JONES, SIMS & FREEMAN PLLP August 5, 2005 18 GOLDEN ENTERPRISES, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS As of June 3, 2005 and May 28, 2004 ASSETS 2005 2004 ---- ---- CURRENT ASSETS Cash and cash equivalents $ 371,204 $ 565,195 Receivables: Trade accounts 7,656,766 7,445,741 Other 191,165 231,410 ----------- ------------- 7,847,931 7,677,151 Less: Allowance for doubtful accounts 156,467 185,000 ----------- ------------- 7,691,464 7,492,151 Notes receivable, current 49,558 45,760 ----------- ------------- 7,741,022 7,537,911 ----------- ------------- Inventories: Raw materials 1,100,715 1,198,534 Finished goods 2,869,352 2,504,515 ----------- ------------- 3,970,067 3,703,049 ----------- ------------- Prepaid expenses 2,436,748 2,292,943 Deferred income taxes 589,946 618,803 ----------- ------------- Total current assets 15,108,987 14,717,901 ----------- ------------- PROPERTY, PLANT AND EQUIPMENT Land 3,030,974 3,030,974 Buildings 16,670,043 16,925,279 Machinery and equipment 35,170,539 35,159,507 Transportation equipment 15,937,371 15,170,308 ----------- ------------- 70,808,927 70,286,068 Less: Accumulated depreciation 56,561,891 56,439,726 ----------- ------------- 14,247,036 13,846,342 ----------- ------------- OTHER ASSETS Notes receivable, long-term 1,770,428 1,819,986 Cash surrender value of life insurance 2,581,358 2,648,567 Other 693,938 589,760 ----------- ------------- Total other assets 5,045,724 5,058,313 ----------- ------------- TOTAL $34,401,747 $ 33,622,556 =========== ============= See Accompanying Notes to Consolidated Financial Statements 19 LIABILITIES AND STOCKHOLDERS' EQUITY
2005 2004 ---- ---- CURRENT LIABILITIES Checks outstanding in excess of bank balances $ 1,493,153 $ 1,293,534 Accounts payable 2,270,035 1,816,879 Current portion of long-term debt 690,332 477,980 Line of Credit Outstanding 522,008 - Other accrued expenses 4,701,726 4,334,798 Salary continuation plan 103,912 95,948 ------------- ------------- Total current liabilities 9,781,166 8,019,139 ------------- ------------- LONG-TERM LIABILITIES Note payable - bank, non-current 1,013,846 521,582 Salary continuation plan 1,735,885 1,805,619 Deferred income taxes 964,047 820,432 --------------- ------------- Total long-term liabilities 3,713,778 3,147,633 ------------- ------------- STOCKHOLDERS' EQUITY Common stock - $.66 2/3 par value: Authorized 35,000,000 shares; issued 13,828,793 shares 9,219,195 9,219,195 Additional paid-in capital 6,497,954 6,497,954 Retained earnings 15,867,248 17,363,237 Treasury shares - at cost (1,993,463 shares in 2005 and 1,975,963 shares in 2004) (10,677,594) (10,624,602) ------------- ------------- Total stockholders' equity 20,906,803 22,455,784 ------------- ------------- TOTAL $ 34,401,747 $ 33,622,556 ============= =============
20 GOLDEN ENTERPRISES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003
2005 2004 2003 ---- ---- ---- Net sales $ 103,143,979 $ 97,583,493 $ 96,604,461 Cost of sales 55,399,901 51,243,037 50,747,626 ----------------- ------------ ------------ Gross margin 47,744,078 46,340,456 45,856,835 Selling, general and administrative expenses 48,022,149 46,595,519 47,686,174 ----------------- ------------ ------------ Operating (loss) income (278,071) (255,063) (1,829,339) ----------------- ------------ ------------ Other income (expenses): Gain on sale of assets 107,382 13,861 304,221 Interest expense (255,132) (219,608) (268,489) Other income 520,862 498,613 506,296 ----------------- ------------ ------------ Total other income (expenses) 373,112 292,866 542,028 ----------------- ------------ ------------ Income (loss) before income tax 95,041 37,803 (1,287,311) ----------------- ------------ ------------ Provision for income taxes 109,965 83,649 (359,546) ----------------- ------------ ------------ Net (loss) income $ (14,924) $ (45,846) $ (927,765) ================= ============ ============ PER SHARE OF COMMON STOCK Net (loss) income $ - $ - $ (0.08) Basic earnings $ - $ - $ (0.08) ================= ============ ============ Diluted earnings $ - $ - $ (0.08) ================= ============ ============
See Accompanying Notes to Consolidated Financial Statements 21 GOLDEN ENTERPRISES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003
Additional Total Common Paid-in Retained Treasury Stockholders' Stock Capital Earnings Shares Equity ---------- ---------- ------------ ----------- ----------------- Balance - May 31, 2002 $ 9,219,195 $ 6,497,954 $ 22,049,446 $ (10,533,177) $ 27,233,418 Net loss - 2003 - - (927,765) - (927,765) Cash dividends paid - - (2,228,128) - (2,228,128) ---------- ---------- ----------- ------------ ----------------- Balance - May 30, 2003 9,219,195 6,497,954 18,893,553 (10,533,177) 24,077,525 Net loss - 2004 - - (45,846) - (45,846) Cash dividends paid - - (1,484,470) (1,484,470) Treasury shares purchased - - - (91,425) ( 91,425) ---------- ---------- ----------- ------------ ----------------- Balance - May 28, 2004 9,219,195 6,497,954 17,363,237 (10,624,602) 22,455,784 Net loss - 2005 - - (14,924) - (14,924) - Cash dividends paid - - (1,481,065) - (1,481,065) Treasury shares purchased - - - (52,992) (52,992) ---------- ---------- ----------- ------------ ----------------- Balance - June 3, 2005 $ 9,219,195 $ 6,497,954 $ 15,867,248 $ (10,677,594) $ 20,906,803 ========== ========== =========== ============ =================
See Accompanying Notes to Consolidated Financial Statements 22 GOLDEN ENTERPRISES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003
2005 2004 2003 ---- ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES Cash received from customers $102,944,666 $ 97,937,596 $ 98,174,808 Interest income 150,685 154,944 161,735 Rental income 32,471 31,948 26,660 Other operating cash payments 337,706 311,721 317,901 Cash paid to suppliers & employees for cost of goods sold (53,551,622) (49,827,013) (48,092,338) Cash paid for suppliers & employees for selling, general & administrative (47,233,583) (45,894,592) (46,369,119) Income taxes (paid) 3,902 430,216 626,349 Interest expense (255,132) (219,608) (268,489) ------------ ------------ ------------ Net cash provided by operating activities 2,429,093 2,925,212 4,577,507 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant and equipment (2,700,674) (973,076) (851,111) Proceeds from sale of property, plant and equipment 139,644 155,288 399,690 Collection of notes receivable 45,760 42,254 119,636 ------------ ------------ ------------ Net cash used in investing activities (2,515,270) (775,534) (331,785) CASH FLOWS FROM FINANCING ACTIVITIES Debt proceeds 16,952,546 10,304,286 11,543,824 Debt repayments (15,725,922) (11,727,633) (13,121,345) Increase (decrease) in checks outstanding in excess of bank balances 199,619 136,426 535,782 Purchases of treasury shares (52,992) (91,425) - Cash dividends paid (1,481,065) (1,484,470) (2,228,128) ------------ ------------ ------------ Net cash used in financing activities (107,814) (2,862,816) (3,269,867) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (193,991) (713,138) 975,855 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 565,195 1,278,333 302,478 ------------ ------------ ------------ CASH AND CASH EQUIVALENTS AT END OF YEAR $ 371,204 $ 565,195 $ 1,278,333 ============ ============ ============
See Accompanying Notes to Consolidated Financial Statements 23 GOLDEN ENTERPRISES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003
2005 2004 2003 ---- ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES Net (loss) income $ (14,924) $ (45,846) $ (927,765) Adjustment to reconcile net (loss) income to net cash provided by operating activities: Depreciation 2,267,718 2,346,880 2,490,329 Deferred income taxes 172,472 (30,251) 1,433 Gain on sale of property and equipment (107,382) (13,861) (304,221) Change in receivables - net (199,313) 354,103 1,570,347 Change in inventories (267,018) (397,854) 1,443,303 Change in prepaid expenses (143,805) 588,178 783,358 Change in cash surrender value of insurance 67,209 114,172 22,597 Change in other assets (104,178) (93,585) (19,214) Change in accounts payable 453,156 115,945 (488,795) Change in accrued expenses 366,928 45,350 60,940 Change in salary continuation plan (61,770) (58,019) (54,805) ---------- ---------- ---------- Net cash provided by operating activities $2,429,093 $2,925,212 $4,577,507 ========== ========== ==========
24 GOLDEN ENTERPRISES, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - --------------------------------------------------- The accounting and reporting policies of Golden Enterprises, Inc. and subsidiary ("Company") conform to accounting principles generally accepted in the United States of America and to general principles within the snack foods industry. The following is a description of the more significant accounting policies: Nature of the Business - ---------------------- The Company manufactures and distributes a full line of snack items that are sold through its own sales organization and independent distributors to commercial establishments that sell food products primarily in the Southeastern United States. Consolidation - ------------- The consolidated financial statements include the accounts of Golden Enterprises, Inc. and its wholly-owned subsidiary, Golden Flake Snack Foods, Inc., (the "Company"). All significant inter-company transactions and balances have been eliminated. Revenue Recognition - ------------------- The Company recognizes sales and related costs upon delivery or shipment of products to its customers. Sales are reduced by returns and allowances to customers. Fiscal Year - ----------- The Company ends its fiscal year on the Friday closest to the last day in May. The year ended June 3, 2005 included the 53 weeks, May 28, 2004 and May 30, 2003 each included 52 weeks. Fair Value of Financial Instrument - ---------------------------------- The carrying amount of cash and cash equivalents, receivables, accounts payable and short and long-term debt approximate fair value. Cash and Cash Equivalents - ------------------------- The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. Inventories - ----------- Inventories are stated at the lower of cost or market. Cost is computed on the first-in, first-out method. Property, Plant and Equipment - ----------------------------- Property, plant and equipment are stated at cost. For financial reporting purposes, depreciation and amortization have been provided principally on the straight-line method over the estimated useful lives of the respective assets. Accelerated methods are used for tax purposes. Expenditures for maintenance and repairs are charged to operations as incurred; expenditures for renewals and betterments are capitalized and written off by depreciation and amortization charges. Property retired or sold is removed from the asset and related accumulated depreciation accounts and any profit or loss resulting therefrom is reflected in the statements of operations. 25 GOLDEN ENTERPRISES, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED - --------------------------------------------------------------- Self-Insurance - -------------- The Company is self-insured for certain casualty losses relating to automobile liability, general liability, workers' compensation, property losses and medical claims. The Company also has stop loss coverage to limit the exposure arising from these claims. Automobile liability, general liability, workers' compensation, and property losses costs are covered by letters of credit with the company's claim administrators. As discussed in Note 3, the Company changed its accounting policy with respect to these casualty insurance liabilities in the fourth quarter of fiscal 2005. The Company now uses a third-party actuary to estimate the casualty insurance obligations on an annual basis, using the fully developed actuarial method of accounting for the self-insurance liability. The third-party actuary also uses historical information for claims frequency and severity in order to establish loss development factors. Advertising - ----------- The Company expenses advertising costs as incurred. These costs are included in selling, general and administrative expenses in the Consolidated Statement of Operations. Advertising expense amounted to $6,000,563, $5,115,582 and $5,953,137 for the fiscal years 2005, 2004 and 2003, respectively. Income Taxes - ------------ Deferred income taxes are provided using the liability method to measure tax consequences resulting from differences between financial accounting standards and applicable income tax laws. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on date of enactment. 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. The Company's sales are generated primarily within the Southeastern United States. Stock Options - ------------- The Company applies APB Opinion 25, "Accounting for Stock Issued to Employees," and related interpretations in accounting for all stock option plans. No stock-based compensation cost has been recognized in operations for stock options granted because the option exercise price was equal to or more than the market price of the underlying common stock on the date of grant. SFAS No. 123, "Accounting for Stock-Based Compensation," as amended by SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure," requires the Company to provide pro forma information regarding net income (loss) as if the compensation cost for the Company's stock option plans had been determined in accordance with the fair value based method prescribed in SFAS No. 123. To provide the required pro forma information, the Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model. 26 GOLDEN ENTERPRISES, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL - CONTINUED For the Fiscal Year Ended June 3, 2005, May 28, 2004 and May 30, 2003 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED The following table represents the pro forma effect on net income (loss) and earnings (loss) per share as if the Company had applied the fair value based method recognition provisions of SFAS No 123 to stock-based employee compensation:
Year End ------------------------------------------- 2005 2004 2003 ---- ---- ---- Net (loss) income as reported $ (14,924) $ (45,846) $ (927,765) Deduct: total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects (10,458) (12,291) (12,660) ------------ ------------ ------------- Pro forma net (loss) income $ (25,382) (58,137) (940,425) ============ ============ ============= (Loss) earnings per share: Basic - as reported $ - $ - $ (0.08) ============ ============ ============= Basic - Pro forma $ - $ - $ (0.08) ============ ============ ============= Diluted - as reported $ - $ - $ (0.08) ============ ============ ============= Diluted - Pro forma $ - $ - $ (0.08) ============ ============ =============
Shipping and Handling Costs - --------------------------- Shipping and handling costs, which include salaries and vehicle operations expenses relating to the delivery of products to customers by the Company are classified as Selling, General and Administrative (SG&A) expenses. Shipping and handling costs classified as SG&A amounted to $2,788,746 million, $2,347,827 million and $2,339,726 million for the fiscal years 2005, 2004 and 2003, respectively. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Recent Issued Accounting Pronouncements - --------------------------------------- In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No. 143, "Accounting for Asset Retirement Obligations," which addresses financial accounting and reporting obligations associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development or normal use of assets. The Company adopted SFAS No. 143 on June 1, 2003 and the adoption did not have a material impact on the Company's consolidated financial statements. 27 GOLDEN ENTERPRISES, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED - --------------------------------------------------------------- Effective June 1, 2002, the Company adopted SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets to be held and used, to be disposed of other than by sale and to be disposed of by sale. The adoption of this standard did not have a material impact on the Company's financial position, results of operations or cash flows. In June 2002, the FASB issued SFAS No. 146, "Accounting for Cost Associated with Exit or Disposal Activities." SFAS No 146 requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. Costs covered by SFAS No. 146 includes lease termination costs and certain employee severance costs that are associated with a restructuring, discontinued operations, plant closing or other exit or disposal activity. SFAS No. 146 is effective for exit or disposal activities initiated after December 31, 2002. The Company adopted SFAS No. 146 on June 1, 2003 and the adoption of this standard did not have a material impact on the Company's consolidated financial statements. In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure - an amendment of FASB Statement No. 123." SFAS No. 148 amends SFAS No. 123, "Accounting for Stock-Based Compensation" to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The Company has adopted the disclosure requirements of SFAS No. 148 effective May 31, 2003 in its consolidated financial statements. The Company will continue to account for stock-based compensation using the methods detailed in the stock-based compensation accounting policy as described earlier. In April 2003, the FASB issued SFAS No. 149 "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." This statement amends and clarifies the accounting and reporting for derivative instruments, including embedded derivatives, and for hedging activities under SFAS No. 133, "Accounting for Derivative instruments and Hedging Activities." SFAS No. 149 amends SFAS No. 133 to reflect the decisions made as part of the Derivatives Implementation Group and in other FASB projects or deliberations. SFA No. 149 is effective for contracts entered into or modified after June 30, 2003, and for hedging relationships designed after June 30, 2003 and did not have an impact on the Company. In January 2003, the FASB issued FASB Interpretation No. 46 (FIN No. 46), "Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51." FIN No. 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 became effective February 1, 2003 for variable interest entities created after January 31, 2003, and July 31, 2003 for variable interest entities created prior to February 1, 2003. In December 2003, the FASB issued a revised FIN 46. The revised standard, FIN 46R, modifies or clarifies various provisions of FIN 46 and incorporates many FASB Staff Positions previously issued by the FASB. This standard replaces the original FIN 46 that was issued in January 2003. The adoption of these new standards did not have an impact on the Company's financial position, results of operations or cash flows. 28 GOLDEN ENTERPRISES, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED - --------------------------------------------------------------- In December 2003, the FASB issued a revised SFAS No. 132, "Employers' Disclosures about Pensions and Other Postretirement Benefits." The revised SFAS No. 132 revised employers' disclosures about pension plans and other postretirement benefit plans. It did not change the measurement or recognition of those plans required by SFAS No. 87, "Employers' Accounting for Pensions," SFAS No. 88, "Employers' Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits," and SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions." The revised SFAS No. 132 retains the disclosure requirements contained in the original SFAS No. 132. It requires additional disclosures to those in the original SFAS No. 132 about the assets, obligations, cash flows, and net periodic benefit cost of defined benefit pension plans and other defined benefit postretirement plans. The adoption of this new standard did not have an impact on the Company's financial position, results of operations or cash flows. In December 2003, the SEC released Staff Accounting Bulletin ("SAB") 104. SAB 104 revises or rescinds portions of the interpretatative guidance included in SEC Topic 13, "Revenue Recognition," in order to make this interpretive guidance consistent with current authoritative accounting and auditing guidance and SEC rules and regulations. The principal revisions relate to the rescission of material no longer necessary because of private sector developments in U.S. generally accepted accounting principles. SAB 104 also rescinds the Revenue Recognition in Financial Statements Frequently Asked Questions and Answers document issued in conjunction with Topic 13. Selected portions of that document have been incorporated into Topic 13. The adoption of this new standard did not have an impact on the Company's financial position, results of operations or cash flows. In May, 2004, the FASB issued Staff Position (FSP) 106-2, "Accounting and Disclosure Requirement Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003." This Position provides guidance on the accounting, disclosure, effective date, and transition requirements related to the Medicare Prescription Drug Improvement and Modernization Act of 2003. The adoption of this FSP had no impact on the Company's financial position, results of operation or cash flows. In October, 2004, the American Jobs Creation Act of 2004 (The Act) was enacted into law. The FASB had issued Staff Position 109-1 and 109-2 to provide accounting and disclosure guidance relating to the enactment of this Act. The Act allows for a tax deduction of up to 9% (when fully phased-in) of the lesser of qualified production activities income" or taxable income as defined in the Act beginning in 2005. The tax benefits of this deduction are to be recognized in the year in which they are reported on the tax return. The Act also allows for a special one-time tax deductions of 85 percent of certain foreign earnings that are repatriated to a US taxpayer, provided certain criteria are met. The Company has not completed its evaluation of the effects of the Act on its future financial position. In November 2004, The FASB issued SFAS No. 151, "Inventory Cost or Amendment of ARB No. 43, Chapter 4." This Statement amends AR 13 No. 43, to clarify abnormal amounts of facility expense, freight, handling costs and wasted material should be recognized in current-period charges. In addition, this Statement requires that allocation of fixed production overhead to the costs on conversion be based on the normal capacity of the production facilities. This provision is effective for inventory costs incurred during fiscal years after June 15, 2005. SAFS No. 151 is not expected to have an impact on the Company's financial position, results of operations or cash flows. 29 In December 2004, the FASB revised its SFAS No. 123 (SFAS No. 123R), "Accounting for Stock Based Compensation." The revision established standards for the accounting of transactions in which an entity exchanges its equity instruments for goods or services particularly transaction in which an entity obtains employee services in share based payment transactions. The revised statement requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost is to be recognized over the period during which the employee is required to proved service in exchange for the award. Changes in fair value during the requisite service period are to be recognized as compensation cost over that period. In addition the revised statement amends SFAS No. 95, "Statement of Cash Flows," to require that excess tax benefits be reported as a financing cash flow rather than as a reduction of taxes paid. The provisions of the revised statement are effective for financial statements issued for the first interim or annual reporting period beginning after June 15, 2005, with early adoption encouraged. The Company is currently evaluating the impact that this statement will have on its financial condition, results of operations or cash flows. In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets - - An Amendment of APB Opinion No. 29." APB Opinion No. 29, "Accounting For Nonmonetary Transactions," is based on the opinion that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. SFAS No. 153 amends Opinion No. 29 to eliminate the exception for nonmentary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets whose results are not expected to significantly change the future cash flows of the entity. The provisions of this Statement shall be effective for nonmonetary asset exchanges occurring in the Company's fiscal year 2006. The adoption of SFAS No. 153 is not expected to have a material impact on the Company's financial position, results of operations or cash flows. Reclassifications - ----------------- Certain items included in prior years' consolidated financial statements have been reclassified to conform to current year presentation. NOTE 2- CHANGE IN CASH FLOW PRESENTATION - ---------------------------------------- During the year ended June 3, 2005, the Company changed its method of presenting the statement of cash flows for operating activities from the indirect method (which adjusts net income to remove the effects of noncash operating transactions) to the direct method (which shows principal components of operating cash receipts and payments). This change has been applied retroactively to the 2004 and 2003 statement of cash flows. 30 GOLDEN ENTERPRISES, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003 NOTE 3 - CHANGE IN ACCOUNTING POLICY - ------------------------------------ The Company changed its accounting policy in the fourth quarter of fiscal 2005 with regard to casualty insurance reserves. The effect of this accounting change was to adopt this policy as of the beginning of fiscal 2005 (May 29, 2004). Previously, casualty insurance reserves were calculated using the case reserves method. The Company changed this accounting policy to the fully developed actuarial method of estimating insurance reserves. This change in accounting policy was made to improve the quality of the accounting estimate. The fully developed method reflects future costs inherent in the total population of claims including claims reported and IBNR (incurred but not reported). The estimate includes the recognition of inflation trends and the fact that injuries may become more severe over time. The cumulative effect of this change in accounting policy did not have a material effect on the financial statements. The accounting change also increased net income before the cumulative effect in 2005 by $240,028 ($.02) per share. The effect on income in 2004 and 2003 has not been determined. Quarterly results for 2005 reflecting this change in accounting are included in Note 16, Quarterly Results of Operations. Pro forma earnings per share amounts for previous quarter, assuming the new policy was applied retroactively, are as follows:
First Second Third ---------- -------------- ------------ Basic earnings per share Net income (loss) - as reported $ 0.02 $ - $ (0.04) Net income (loss) - pro forma 0.01 - (0.01) Diluted earnings per share Net income (loss) - as reported $ 0.02 $ - $ (0.04) Net income (loss) - pro forma 0.01 - (0.01) NOTE 4- NOTES RECEIVABLE - ------------------------ Notes receivable as of June 3, 2005 and May 28, 2004 consist of the following: 2005 2004 ---- ---- 8% note, due in 120 monthly installments of $3,640 through November 1, 2010, collateralized by property $ 193,836 $ 220,823 8% note, due in 360 monthly installments of $12,474 through November 1, 2030, collateralized by property 1,626,150 1,644,923 ------------- ------------ 1,819,986 1,865,746 Less current portion 49,558 45,760 ------------- ------------ $ 1,770,428 $ 1,819,986 ============= ============ Maturities at Year End 2007 . $ 53,672 2008 . 58,126 2009 . 62,951 2010 . 68,176 2011 . 51,628 Thereafter . 1,475,875
31 GOLDEN ENTERPRISES, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003 NOTE 5 - PREPAID EXPENSES - ------------------------- At June 3, 2005 and May 28, 2004, prepaid expenses consist of the following:
2005 2004 ---- ---- Prepaid slotting fees $ 421,198 $ 376,295 Other prepaid expenses 2,015,550 1,916,648 ----------- ------------ $ 2,436,748 $ 2,292,943 =========== ============ NOTE 6 - OTHER ACCRUED EXPENSES - ------------------------------- At June 3, 2005 and May 28, 2004, other accrued expenses consist of the following: 2005 2004 ---- ---- Accrued payroll $ 468,047 $ 450,214 Self insurance liability 1,931,800 1,969,332 Accrued vacation 1,410,187 1,463,539 Other accrued expenses 891,692 451,713 ----------- ------------ $ 4,701,726 $ 4,334,798 =========== ============ NOTE 7- LINE OF CREDIT - ---------------------- The Company has a line of credit agreement with a local bank which permits borrowing up to $2 million. The balance on the line of credit at June 3, 2005 was $522,008 a rate of 6.00%. The line of credit is subject to the Company's continued credit worthiness and compliance with the terms and conditions of the advance application. NOTE 8 - LONG-TERM LIABILITIES - ------------------------------ At June 3, 2005 and May 28, 2004, long-term debt consists of the following: 2005 2004 ---- ---- Note payable - bank - payable in equal monthly installments of $65,108 including interest at the LIBOR index rate plus 1.75% (4.84% at June 3, 2005) through September 30, 2007, secured by equipment $ 1,704,178 $ 999,562 Less: current portion 690,332 477,980 ----------- ------------ $ 1,013,846 $ 521,582 =========== ============
32 GOLDEN ENTERPRISES, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003 NOTE 8- LONG-TERM LIABILITIES - CONTINUED - -----------------------------------------
Maturities at June 3, 2005 2007 $ 733,518 2008 280,328 Other long-term obligations at June 3, 2005 and May 28, 2004 consist of the following: 2005 2004 ---- ---- Salary continuation plan $ 1,839,797 $ 1,901,567 Less current portion (103,912) (95,948) ------------- ----------- $ 1,735,885 $ 1,805,619 ============= =========== The Company is accruing the present values of the estimated future retirement payments over the period from the date of the agreements to the retirement dates, for certain key executives. The Company recognized compensation expense of approximately $34,178, $30,576 and $27,000 for fiscal 2005, 2004 and 2003, respectively. NOTE 9 - INCOME TAXES - --------------------- At June 3, 2005, May 28, 2004 and May 30, 2003 the provision for income taxes consists of the following: 2005 2004 2003 ---- ---- ---- Current: Federal $ (55,620) $ 101,350 $ (320,635) State (6,890) 12,550 (40,342) ---------- ------------- ----------- (62,510) 113,900 (360,977) Deferred: Federal 155,191 (27,859) 1,272 State 17,284 (2,392) 159 ---------- ------------- ----------- 172,475 (30,251) 1,431 ---------- ------------- ----------- Total $ 109,965 $ 83,649 $ (359,546) ========== ============= ===========
33 GOLDEN ENTERPRISES, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003 NOTE 9- INCOME TAXES - CONTINUED - -------------------------------- The effective tax rate for continuing operations differs from the expected tax using statutory rates. A reconciliation between the expected tax and actual tax follows:
2005 2004 2003 ---- ---- ---- Tax on income at statutory rates $ 32,327 $ 12,853 $ (437,685) (Decrease) increase resulting from: State income taxes, less Federal income tax effect (4,547) 8,741 (26,894) Tax exempt interest (1,142) (1,388) (1,356) Change in valuation allowance 57,559 55,000 120,000 Other - net 25,768 8,443 (13,611) ----------- ------------ ------------ Total $ 109,965 $ 83,649 $ (359,546) =========== ============ ============ The tax effects of temporary differences that result in deferred tax assets and liabilities are as follows: 2005 2004 ---- ---- Deferred tax assets Salary continuation plan $ 674,654 $ 697,305 Accrued vacation 517,116 536,680 Contribution carryforward 383,657 229,588 Inventory capitalization 21,471 65,688 Allowance for doubtful accounts 57,377 67,840 Other accrued expenses 164,241 86,582 ------------ ------------ Gross defered tax assets before valuation allowance 1,818,516 1,683,683 Less valuation allowance (232,559) (175,000) ------------ ------------ Total deferred tax assets 1,585,957 1,508,683 ------------ ------------ Deferred tax liabilities Property and equipment 1,805,605 1,572,325 Prepaid expenses 154,453 137,987 ------------ ------------ Total deferred tax liabilities 1,960,058 1,710,312 ------------ ------------ Net deferred tax liability $ (374,101) $ (201,629) ============ ============
34 GOLDEN ENTERPRISES, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003 NOTE 10- EMPLOYEE BENEFIT PLANS - ------------------------------- The Company has trusteed "Qualified Profit-Sharing Plans" that were amended and restated effective June 1, 1996 to add a 401(k) salary reduction provision. Under this provision, employees can contribute up to fifty percent of their compensation to the plan on a pretax basis subject to regulatory limits; and the Company, at its discretion, can match up to 4 percent of the participants' compensation. The annual contributions to the plans are determined by the Board of Directors. Total plan expenses for the years ended June 3, 2005, and May 28, 2004 and May 30, 2003 were $129,529, $94,683, and $231,332, respectively. The Company has an Employee Stock Ownership Plan that covers all full-time employees. The annual contributions to the plan are amounts determined by the Board of Directors of the Company. Annual contributions are made in cash or common stock of the Company. The Employee Stock Ownership Plan expenses for the years ended June 3, 2005, May 28, 2004 and May 30, 2003 were $-0-. Each participant's account is credited with an allocation of shares acquired with the Company's annual contributions, dividends received on ESOP shares and forfeitures of terminated participants' nonvested accounts. The Company has a salary continuation plan with certain of its key officers whereby monthly benefits will be paid for a period of fifteen years following retirement. The Company is accruing the present value of such retirement benefits until the key officers reach normal retirement age at which time the principal portion of the retirement benefits paid are applied to the liability previously accrued. The change in the liability for the Salary Continuation Plan is as follows:
2005 2004 ---- ---- Accrued Salary Continuation Plan - beginning of year $1,901,567 $ 1,959,586 Benefits Accrued 34,178 30,576 Benefits Paid (95,948) (88,595) ---------- ------------ Accrued Salary Continuation Plan - end of year $1,839,797 $ 1,901,567 ========== ============
NOTE 11 - LONG-TERM INCENTIVE PLANS - ----------------------------------- The Company has a long-term incentive plan currently in effect under which future stock option grants may be issued. This Plan (the 1996 Plan) is administered by the Stock Option Committee of the Board of Directors, which has sole discretion, subject to the terms of the Plan, to determine those employees, including executive officers, eligible to receive awards and the amount and type of such awards. The Stock Option Committee also has the authority to interpret the Plan, formulate the terms and conditions of award agreements and make all other determinations required in the administration thereof. All options outstanding at the end of the 2005, 2004, and 2003 are exercisable. The 1996 Plan provides for the granting of Incentive Stock Options as defined under the Internal Revenue Code. Under the Plan, grants may be made to selected officers and employees, of incentive stock option with a term not exceeding ten years from the issue date and at a price not less than the fair market value of the Company's stock at the date of grant. 35 GOLDEN ENTERPRISES, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED For the Years Ended June 3, 2005, May 28, 2004 and May 30, 2003 NOTE 11 - LONG-TERM INCENTIVE PLANS - CONTINUED - ----------------------------------------------- Five hundred thousand shares of the Company's stock have been reserved for issuance under this Plan. The following is a summary of transactions:
Shares Under Option 2005 2004 2003 --------------------- ---------------------- --------------------- Weighted Weighted Weighted Average Average Average Exercise Exercise Exercise Shares Price Shares Price Shares Price --------- ---------- ---------- ---------- --------- ---------- Outstanding - beginning of year 369,000 $ 3.78 369,000 $ 3.78 40,000 $ 3.50 Granted - - - - 330,000 3.81 Exercised - - - - (1,000) 3.81 Forfeited - - - - - - Cancelled - - - - - - --------- ---------- ---------- ---------- --------- ---------- Outstanding - end of year 369,000 $ 3.78 369,000 $ 3.78 369,000 $ 3.78 ========= ========== ========== ========== ========= ==========
Pro forma information regarding net income and earnings per share is presented as if the Company had accounted for its employees stock options under the fair value method. The per share weighted average fair value of the stock options granted during fiscal 2002 was $.25. The fair value of these options was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: risk-free interest rate 5.05 percent; dividend yield 6.56 percent; expected option life of 5 years; and expected volatility of 15 percent. No options were granted during 2005 or 2004. The Black-Scholes options pricing model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company's employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect an option's fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of it employee stock options. 36 GOLDEN ENTERPRISES, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003 NOTE 12 - NET INCOME PER SHARE - ------------------------------ Basic earnings per common share are computed by dividing earnings available to stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects per share amounts that would have resulted if dilutive potential common stock equivalents had been converted to common stock, as prescribed by Statement of Financial Accounting Standards No. 128, "Earnings per Share". Options to purchase 369,000 shares of common stock at June 3, 2005 and May 28, 2004 were not included in the computation of diluted earnings per share because the options' exercise price were greater than the average market price of the common shares and, therefore, the effect would be antidulutive. The following reconciles the information used to compute basic and diluted earnings per share:
Average Common Stock Shares ----------------------------------------- 2005 2004 2003 ------------ ------------- ----------- Basic weighted average shares outstanding 11,846,419 11,879,891 11,883,305 Effect of options - - - ------------ ------------- ----------- Diluted shares 11,846,419 11,879,891 11,883,305 ============ ============= ===========
NOTE 13 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS - --------------------------------------------------------------- The Statement of Financial Accounting Standards No. 107, Disclosures About Fair Value of Financial Instruments requires disclosure of fair value information about financial instruments, whether or not recognized on the face of the balance sheet, for which it is practical to estimate that value. SFAS 107 defines fair value as the quoted market prices for those instruments that are actively traded in financial markets. In cases where quoted market prices are not available, fair values are estimated using present value or other valuation techniques. The fair value estimates are made at a specific point in time, based on available market information and judgments about the financial instrument, such as estimates of timing and amount of expected future cash flows. Such estimates do not reflect any premium or discount that could result from offering for sale at one time the Company's entire holdings of a particular financial instrument, nor do they consider the tax impact of the realization of unrealized gains or losses. In many cases, the fair value estimates cannot be substantiated by comparison to independent markets, nor can the disclosed value be realized in immediate settlement of the instrument. The carrying amounts for cash and cash equivalents approximate fair value because of the short maturity, generally less than three months, of these instruments. The fair value of notes receivable is estimated by using a discount rate that approximates the current rate for comparable notes. At June 3, 2005 and May 28, 2004 the aggregate fair value was approximately $2,364,641 and $2,437,778 compared to a carrying amount of $1,819,986 and $1,865,746, respectively. 37 GOLDEN ENTERPRISES, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003 NOTE 13 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS -CONTINUED - -------------------------------------------------------------------------- The interest rate on the Company's long-term debt is reset monthly to reflect the 30 day LIBOR rate. Consequently, the carrying value of the bank debt approximates fair value. The carrying value of the Company's salary continuation plan and accrued liability approximates fair value because present value is used in accruing this liability. The Company does not hold or issue financial instruments for trading purposes and has no involvement with forward currency exchange contracts. NOTE 14 - COMMITMENTS AND CONTINGENCIES - --------------------------------------- Rental expense was $316,724 in 2005, $493,028 in 2004, and $498,031 in 2003. At June 3, 2005, the Company was not obligated under any significant operating leases. The Company leases its airplane to a major shareholder of the Company for approximately $20,000 per month. The lease provides for their personal use of the airplane for up to 100 flight hours per year and is for a term of one year with automatic renewal at the option of either party. The Company had letters of credit in the amount of $2,213,446 outstanding at June 3, 2005 to support the Company's commercial self-insurance program. The Company pays a commitment fee of 0.50% to maintain the letters of credit. The Company entered into a five-year term product purchase commitment during the year ending June 1, 2001 with a supplier. Under the terms of the agreement the minimum purchase quantity and the unit purchase price were fixed resulting in a minimum first year commitment of approximately $2,171,000. After the first year, the minimum purchase quantity was fixed and the purchase unit price was negotiable, based on current market. Subsequently, in September 2002, the product purchase agreement was amended to fix the purchase unit price and establish specific annual quantities. As of June 3, 2005 the Company's outstanding purchase commitments were as follows: Years ending Amount ----------- 2006 $ 605,000 The Company has entered into various other short term purchase commitments with suppliers for raw materials in the normal course of business. 38 GOLDEN ENTERPRISES, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003 NOTE 15 -CONCENTRATIONS OF CREDIT RISK - -------------------------------------- The Company's financial instruments that are exposed to concentrations of credit risk consist primarily of cash equivalents and trade receivables. The Company maintains deposit relationships with high credit quality financial institutions. The Company's trade receivables result primarily from its snack food operations and reflect a broad customer base, primarily large grocery store chains located in the Southeastern United States. The Company routinely assesses the financial strength of its customers. As a consequence, concentrations of credit risk are limited. The Company's notes receivable require collateral and buyer investment and managment believes they are well secured. NOTE 16 - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) - ----------------------------------------------------- The following is a summary of the unaudited quarterly results of operations of the years ended June 3, 2005 and May 28, 2004. Per Share Net (Loss) Net (Loss) Net Sales Income Income --------------- ------------ ------------- Quarter ------- 2005 ---- First $ 24,766,426 $ 65,737 $ 0.01 Second 24,851,760 47,151 - Third 27,012,648 (136,754) (0.01) Fourth 26,513,145 8,942 - ------------- ---------- ------------- For the year $ 103,143,979 $ (14,924) $ - ============= ========== ============= 2004 ---- First $ 24,580,778 $ 431,692 $ 0.04 Second 23,296,981 (196,021) (0.02) Third 24,102,358 (606,028) (0.05) Fourth 25,603,376 324,511 0.03 ------------- ---------- ------------- For the year $ 97,583,493 $ (45,846) $ - ============= ========== ============= Quarterly net income amounts for 2005 have been adjusted from amounts reported in the Company's 10-Q's to reflect the change in accounting discussed in Note 3. 39 GOLDEN ENTERPRISES, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003 NOTE 17 - SUPPLEMENTARY STATEMENT OF INCOME INFORMATION - ------------------------------------------------------- The following tabulation gives certain supplementary statement of income information for continuing operations for the years ended June 3, 2005, May 28, 2004, and May 30, 2003: 2005 2004 2003 ---- ---- ---- Maintenance and repairs $ 6,036,556 $ 5,914,221 $ 5,625,851 Depreciation 2,267,718 2,346,880 2,490,329 Payroll taxes 2,379,888 2,241,443 2,337,330 Advertising costs 6,000,563 5,115,582 5,953,137 Amounts for other taxes, rents and research and development costs are not presented because each of such amounts is less than 1% of total revenues. 40 ITEM 9. - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not Applicable. ITEM 9A. - CONTROLS AND PROCEDURES The Company performed an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of the end of the fiscal year ended June 3, 2005. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of the end of the fiscal year ended June 3, 2005, the Company's disclosure controls and procedures were effective to ensure that information required to be disclosed in reports that the Company files or submits under the Securities and Exchange Act of 1934 is recorded, processed, summarized and reported within the specified time periods. ITEM 9B. - OTHER INFORMATION Not Applicable. PART III ITEM 10. - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT With the exception of information set forth under the caption "Executive Officers of the Registrant and Its Subsidiary" which appears in Part I of this Form 10-K on Page 5, the information required by this item is incorporated by reference to the sections entitled "Election of Directors," "Additional Information Concerning the Board of Directors," "Executive Compensation and Other Information" and "Code of Conduct and Ethics" of the Company's Proxy Statement for the 2005 Annual Meeting of Stockholders to be held September 22, 2005. ITEM 11. - EXECUTIVE COMPENSATION The information required by this item is incorporated by reference to the sections entitled "Executive Compensation and Other Information" of the Company's Proxy Statement for the 2005 Annual Meeting of Stockholders to be held September 22, 2005. See Item 5 of this Annual Report on Form 10-K for information concerning the Company's equity compensation plans. ITEM 12. - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this item is incorporated by reference to the sections entitled "Security Ownership of Certain Beneficial Owners and Management" and "Section 16(a) Beneficial Ownership Reporting Compliance," of the Company's Proxy Statement for the 2005 Annual Meeting of Stockholders to be held September 22, 2005. 41 ITEM 13. - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information required by this item is incorporated by reference to the section entitled "Certain Transactions" of the Company's Proxy Statement for the 2005 Annual Meeting of Stockholders to be held September 22, 2005. ITEM 14. - PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this item is incorporated by reference to the section entitled "Independent Accountants" of the Company's Proxy Statement for the 2005 Annual Meeting of Stockholders to be held September 22, 2005. Prior to September 29, 2005, the Company will file a definitive Proxy Statement with the Securities and Exchange Commission pursuant to Regulation 14A which involves the election of directors. 42 PART IV ITEM 15.- EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) 1. and 2. LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES The following consolidated financial statements of Golden Enterprises, Inc., and subsidiary required to be included in Item 8 are listed below: Consolidated Balance Sheets - June 3, 2005 and May 28, 2004 Consolidated Statements of Operations- Years ended June 3, 2005, May 28, 2004, and May 30, 2003 Consolidated Statements of Changes in Stockholders' Equity- Years ended June 3, 2005, May 28, 2004 and May 30, 2003 Consolidated Statements of Cash Flows- Years ended June 3, 2005, May 28, 2004, and May 30, 2003 Notes to Consolidated Financial Statements The following consolidated financial statements schedule is included in Item 16 (d): Schedule II- Valuation and Qualifying Accounts All other schedules are omitted because the information required therein is not applicable, or the information is given in the financial statements and notes thereto. Section 3. Exhibits (3) Articles of Incorporation and By-laws of Golden Enterprises, Inc. 3.1 Certificate of Incorporation of Golden Enterprises, Inc. (originally known as "Golden Flake, Inc.") dated December 11, 1967 (incorporated by reference to Exhibit 3.1 to Golden Enterprises, Inc. May 31, 2004 Form 10-K filed with the Commission). 3.2 Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated December 22, 1976 (incorporated by reference to Exhibit 3.2 to Golden Enterprises, Inc. May 31, 2004 Form 10-K filed with the Commission). 3.3 Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated October 2, 1978 (incorporated by reference to Exhibit 3 to Golden Enterprises, Inc. May 31, 1979 Form 10-K filed with the Commission). 3.4 Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated October 4, 1979 (incorporated by reference to Exhibit 3 to Golden Enterprises, Inc. May 31, 1980 Form 10-K filed with the Commission). 3.5 Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated September 24, 1982 (incorporated by reference to Exhibit 3.1 to Golden Enterprises, Inc. May 31, 1983 Form 10-K filed with the Commission). 3.6 Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated September 22, 1983 (incorporated by reference to Exhibit 19.1 to Golden Enterprises, Inc. Form 10-Q Report for the quarter ended November 30, 1983 filed with the Commission). 43 3.7 Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated October 3, 1985 (incorporated by reference to Exhibit 19.1 to Golden Enterprises, Inc. Form 10-Q Report for the quarter ended November 30, 1985 filed with the Commission). 3.8 Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated September 23, 1987 (incorporated by reference to Exhibit 3.1 to Golden Enterprises, Inc. May 31, 1988 Form 10-K filed with the Commission). 3.9 By-Laws of Golden Enterprises, Inc. (incorporated by reference to Exhibit 3.4 to Golden Enterprises, Inc. May 31, 1988 Form 10-K filed with the Commission). (10) Material Contracts. 10.1 A Form of Indemnity Agreement executed by and between Golden Enterprises, Inc. and Each of Its Directors (incorporated by reference as Exhibit 19.1 to Golden Enterprises, Inc. Form 10-Q Report for the quarter ended November 30, 1987 filed with the Commission). 10.2 Amended and Restated Salary Continuation Plans for John S. Stein (incorporated by reference to Exhibit 19.1 to Golden Enterprises, Inc. May 31, 1990 Form 10-K filed with the Commission). 10.3 Indemnity Agreement executed by and between the Company and J. Wallace Nall, Jr. (incorporated by reference as Exhibit 19.4 to Golden Enterprises, Inc. May 31, 1991 Form 10-K filed with the Commission). 10.4 Salary Continuation Plans - Retirement, Disability and Death Benefits for F. Wayne Pate (incorporated by reference to Exhibit 19.1 to Golden Enterprises, Inc. May 31, 1992 Form 10-K filed with the Commission). 10.5 Indemnity Agreement executed by and between the Registrant and F. Wayne Pate (incorporated by reference as Exhibit 19.3 to Golden Enterprises, Inc. May 31, 1992 Form 10-K filed with the Commission). 10.6 Golden Enterprises, Inc. 1996 Long-Term Incentive Plan (incorporated by reference as Exhibit 10.1 to Golden Enterprises, Inc. May 31, 1997 Form 10-K filed with the Commission). 10.7 Lease of Aircraft executed by and between Golden Flake Snack Foods, Inc., a wholly-owned subsidiary of Golden Enterprises, Inc., and Sloan Y. Bashinsky, Sr. (incorporated by reference as Exhibit 10.1 to Golden Enterprises, Inc. May 31, 1999 Form 10-K filed with the Commission). 10.8 Equipment Purchase and Sale Agreement dated October 2000 whereby Golden Flake Snack Foods, Inc., a wholly-owned subsidiary of Golden Enterprises, Inc., sold the Nashville, Tennessee Plant Equipment (incorporated by reference as Exhibit 10.1 to Golden Enterprises, Inc. May 31, 2001 Form 10-K filed with the Commission). 44 10.9 Real Property Contract of Sale dated October 2000 whereby Golden Flake Snack Foods, Inc. sold the Nashville, Tennessee Plant Real Property (incorporated by reference as Exhibit 10.2 to Golden Enterprises, Inc. May 31, 2001 Form 10-K filed with the Commission). 10.10 Amendment to Salary Continuation Plans, Retirement and Disability for F. Wayne Pate dated April 9, 2002 (incorporated by reference to Exhibit 10.2 to Golden Enterprises, Inc. May 31, 2002 Form 10-K filed with the Commission). 10.11 Amendment to Salary Continuation Plans, Retirement and Disability for John S. Stein dated April 9, 2002 (incorporated by reference to Exhibit 10.3 to Golden Enterprises, Inc. May 31, 2002 Form 10-K filed with the Commission). 10.12 Amendment to Salary Continuation Plan, Death Benefits for John S. Stein dated April 9, 2002 (incorporated by reference to Exhibit 10.4 to Golden Enterprises, Inc. May 31, 2002 Form 10-K filed with the Commission). 10.13 Retirement and Consulting Agreement for John S. Stein dated April 9, 2002 (incorporated by reference to Exhibit 10.5 to Golden Enterprises, Inc. May 31, 2002 Form 10-K filed with the Commission). 10.14 Salary Continuation Plan for Mark W. McCutcheon dated May 15, 2002 (incorporated by reference to Exhibit 10.6 to Golden Enterprises, Inc. May 31, 2002 Form 10-K filed with the Commission). 10.15 Trust Under Salary Continuation Plan for Mark W. McCutcheon dated May 15, 2002 (incorporated by reference to Exhibit 10.7 to Golden Enterprises, Inc. May 31, 2002 Form 10-K filed with the Commission). (14) Code of Ethics 14.1 Golden Enterprises, Inc.'s Code of Conduct and Ethics adopted by the Board of Directors on April 8, 2004 (incorporated by reference to Exhibit 14.1 to Golden Enterprises, Inc. May 31, 2004 Form 10-K filed with the Commission). 21 Subsidiaries of the Registrant (incorporated by reference to Exhibit 21 to Golden Enterprises, Inc. May 31, 2004 Form 10-K filed with the Commission) (18) Letter Re: Change in Accounting Principles 18.1 Letter from the Registrant's Independent Accountant dated August 12, 2005 indicating a change in the method of applying accounting practices followed by the Registrant for the fiscal year ended June 3, 2005. (31) Certifications 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 45 (99) Additional Exhibits 99.1 A copy of excerpts of the Last Will and Testament and Codicils thereto of Sloan Y. Bashinsky, Sr. and of the SYB Common Stock Trust created by Sloan Y. Bashinsky, Sr. providing for the creation of a Voting Committee to vote the shares of common stock of Golden Enterprises, Inc. held by SYB, Inc. and the Estate/Testamentary Trust of Sloan Y. Bashinsky, Sr. 46 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GOLDEN ENTERPRISES, INC. By /s/Patty Townsend August 29, 2005 - -------------------- --------------- Patty Townsend Date Vice President, Secretary and Principal Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: Signature Title Date --------- ----- ---- /s/John S. Stein Chairman of Board August 29, 2005 - -------------------------- John S. Stein /s/Mark W. McCutcheon Chief Executive August 29, 2005 - -------------------------- Officer, President and Director Mark W. McCutcheon /s/Patty Townsend Vice President, Secretary and August 29, 2005 - -------------------------- Principal Financial Officer Patty Townsend /s/F. Wayne Pate Director August 29, 2005 - -------------------------- F. Wayne Pate /s/Edward R. Pascoe Director August 29, 2005 - -------------------------- Edward R. Pascoe /s/John P. McKleroy, Jr. Director August 29, 2005 - -------------------------- John P. McKleroy, Jr. Director August 29, 2005 - -------------------------- James I. Rotenstreich /s/John S.P. Samford Director August 29, 2005 - -------------------------- John S.P. Samford /s/J. Wallace Nall, Jr. Director August 29, 2005 - -------------------------- J. Wallace Nall, Jr. /s/Joann F. Bashinsky Director August 29, 2005 - -------------------------- Joann F. Bashinsky 47 SCHEDULE II GOLDEN ENTERPRISES, INC. AND SUBSIDIARY VALUATION AND QUALIFYING ACCOUNTS For the Fiscal Years Ended June 3, 2005, May 28, 2004 and May 30, 2003
Additions Balance at Charged to Balance Beginning Costs and at End Allowance for Doubtful Accounts of Year Expenses Deductions of Year - -------------------------------------------- -------------- -------------- --------------- ------------- Year ended May 30, 2003 $196,100 $224,722 $224,722 $196,100 ============== ============== =============== ============= Year ended May 28, 2004 $196,100 $131,771 $142,871 $185,000 ============== ============== =============== ============= Year ended June 3, 2005 $185,000 $174,455 $202,988 $156,467 ============== ============== =============== =============
48 INDEX TO EXHIBITS ----------------- Page ---- 3.1 Certificate of Incorporation of Golden Enterprises, Inc. (originally known as "Golden Flake, Inc.") dated December 11, 1967 (incorporated by reference to Exhibit 3.1 to Golden Enterprises, Inc. May 31, 2004 Form 10-K filed with the Commission). 3.2 Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated December 22, 1976 (incorporated by reference to Exhibit 3.2 to Golden Enterprises, Inc. May 31, 2004 Form 10-K filed with the Commission). 3.3 Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated October 2, 1978 (incorporated by reference to Exhibit 3 to Golden Enterprises, Inc. May 31, 1979 Form 10-K filed with the Commission). 3.4 Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated October 4, 1979 (incorporated by reference to Exhibit 3 to Golden Enterprises, Inc. May 31, 1980 Form 10-K filed with the Commission). 3.5 Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated September 24, 1982 (incorporated by reference to Exhibit 3.1 to Golden Enterprises, Inc. May 31, 1983 Form 10-K filed with the Commission). 3.6 Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated September 22, 1983 (incorporated by reference to Exhibit 19.1 to Golden Enterprises, Inc. Form 10-Q Report for the quarter ended November 30, 1983 filed with the Commission). 3.7 Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated October 3, 1985 (incorporated by reference to Exhibit 19.1 to Golden Enterprises, Inc. Form 10-Q Report for the quarter ended November 30, 1985 filed with the Commission). 3.8 Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated September 23, 1987 (incorporated by reference to Exhibit 3.1 to Golden Enterprises, Inc. May 31, 1988 Form 10-K filed with the Commission). 3.9 By-Laws of Golden Enterprises, Inc. (incorporated by reference to Exhibit 3.4 to Golden Enterprises, Inc. May 31, 1988 Form 10-K filed with the Commission). 10.1 A Form of Indemnity Agreement executed by and between Golden Enterprises, Inc. and Each of Its Directors (incorporated by reference as Exhibit 19.1 to Golden Enterprises, Inc. Form 10-Q Report for the quarter ended November 30, 1987 filed with the Commission). 10.2 Amended and Restated Salary Continuation Plans for John S. Stein (incorporated by reference to Exhibit 19.1 to Golden Enterprises, Inc. May 31, 1990 Form 10-K filed with the Commission). Page 10.3 Indemnity Agreement executed by and between the Company and J. Wallace Nall, Jr. (incorporated by reference as Exhibit 19.4 to Golden Enterprises, Inc. May 31, 1991 Form 10-K filed with the Commission). 49 Page ---- 10.4 Salary Continuation Plans - Retirement, Disability and Death Benefits for F. Wayne Pate (incorporated by reference to Exhibit 19.1 to Golden Enterprises, Inc. May 31, 1992 Form 10-K filed with the Commission). 10.5 Indemnity Agreement executed by and between the Registrant and F. Wayne Pate (incorporated by reference as Exhibit 19.3 to Golden Enterprises, Inc. May 31, 1992 Form 10-K filed with the Commission). 10.6 Golden Enterprises, Inc. 1996 Long-Term Incentive Plan (incorporated by reference as Exhibit 10.1 to Golden Enterprises, Inc. May 31, 1997 Form 10-K filed with the Commission). 10.7 Lease of Aircraft executed by and between Golden Flake Snack Foods, Inc., a wholly-owned subsidiary of Golden Enterprises, Inc., and Sloan Y. Bashinsky, Sr. (incorporated by reference as Exhibit 10.1 to Golden Enterprises, Inc. May 31, 1999 Form 10-K filed with the Commission). 10.8 Equipment Purchase and Sale Agreement dated October 2000 whereby Golden Flake Snack Foods, Inc., a wholly-owned subsidiary of Golden Enterprises, Inc., sold the Nashville, Tennessee Plant Equipment (incorporated by reference as Exhibit 10.1 to Golden Enterprises, Inc. May 31, 2001 Form 10-K filed with the Commission). 10.9 Real Property Contract of Sale dated October 2000 whereby Golden Flake Snack Foods, Inc. sold the Nashville, Tennessee Plant Real Property (incorporated by reference as Exhibit 10.2 to Golden Enterprises, Inc. May 31, 2001 Form 10-K filed with the Commission). 10.10 Amendment to Salary Continuation Plans, Retirement and Disability for F. Wayne Pate dated April 9, 2002 (incorporated by reference to Exhibit 10.2 to Golden Enterprises, Inc. May 31, 2002 Form 10-K filed with the Commission). 10.11 Amendment to Salary Continuation Plans, Retirement and Disability for John S. Stein dated April 9, 2002 (incorporated by reference to Exhibit 10.3 to Golden Enterprises, Inc. May 31, 2002 Form 10-K filed with the Commission). 10.12 Amendment to Salary Continuation Plan, Death Benefits for John S. Stein dated April 9, 2002 (incorporated by reference to Exhibit 10.4 to Golden Enterprises, Inc. May 31, 2002 Form 10-K filed with the Commission). 10.13 Retirement and Consulting Agreement for John S. Stein dated April 9, 2002 (incorporated by reference to Exhibit 10.5 to Golden Enterprises, Inc. May 31, 2002 Form 10-K filed with the Commission). 10.14 Salary Continuation Plan for Mark W. McCutcheon dated May 15, 2002 (incorporated by reference to Exhibit 10.6 to Golden Enterprises, Inc. May 31, 2002 Form 10-K filed with the Commission). 50 Page ---- 10.15 Trust Under Salary Continuation Plan for Mark W. McCutcheon dated May 15, 2002 (incorporated by reference to Exhibit 10.7 to Golden Enterprises, Inc. May 31, 2002 Form 10-K filed with the Commission). 14.1 Golden Enterprises, Inc.'s Code of Conduct and Ethics adopted by the Board of Directors on April 8, 2004 (incorporated by reference to Exhibit 14.1 to Golden Enterprises, Inc. May 31, 2004 Form 10-K filed with the Commission). (18) Letter Re: Change in Accounting Principles 18.1 Letter from the Registrant's Independent Accountant dated 52 August 12, 2005 indicating a change in the method of applying accounting practices followed by the Registrant for the fiscal year ended June 3, 2005. 21 Subsidiaries of the Registrant (incorporated by reference to Exhibit 21 to Golden Enterprises, Inc. May 31, 2004 Form 10-K filed with the Commission) 31.1 Certification of Chief Executive Officer pursuant to Section 54 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer pursuant to Section 55 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer pursuant to Section 56 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Chief Financial Officer pursuant to Section 57 906 of the Sarbanes-Oxley Act of 2002. 99.1 A copy of excerpts of the Last Will and Testament and Codicils 58 thereto of Sloan Y. Bashinsky, Sr. and of the SYB Common Stock Trust created by Sloan Y. Bashinsky, Sr. providing for the creation of a Voting Committee to vote the shares of common stock of Golden Enterprises, Inc. held by SYB, Inc. and the Estate/Testamentary Trust of Sloan Y. Bashinsky, Sr. 51 EX-18.1 3 a4961181ex18-1.txt EXHIBIT 18.1 Exhibit 18.1 Letter from the Registrant's Independent Accountant dated August 12, 2005 indicating a change in the method of applying accounting practices followed by the Registrant for the fiscal year ended June 3, 2005. 52 August 12, 2005 Board of Directors Golden Enterprises, Inc. and subsidiary One Golden Flake Drive Birmingham, AL 35205 We have audited the Consolidated Financial Statements of Golden Enterprises, Inc, and subsidiary as of June 3, 2005 and May 28, 2004 and for each of the three years in the three year period ended June 3, 2005 incorporated by reference in its Annual Report on Form 10K to the Securities and Exchange Commission and have issued our report thereon dated August 5, 2005. Note 3 to such financial statements describe the Company's adoption during the fiscal year ended June 3, 2005 of a change in accounting policy for determining the self-insured casualty insurance reserve. In prior years, the case reserve method of calculating this reserve was used and in the current year, the Company adopted the fully developed actuarial method of calculating this reserve, which is the preferred method because the fully developed method reflects costs inherent in the total population of claims including claims reported and IBNR (incurred but not reported). The estimate includes the recognition of inflation trends and the fact that injuries may become more severe over time. In our judgment, such a change is to an alternative accounting policy that is preferable under the circumstances. Very truly yours, Dudley, Hopton-Jones, Sims & Freeman PLLP 53 EX-31.1 4 a4961181ex31-1.txt EXHIBIT 31.1 EXHIBIT 31.1 CERTIFICATION BY MARK W. MCCUTCHEON PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Mark W. McCutcheon, certify that: 1. I have reviewed this Annual Report on Form 10-K of Golden Enterprises, Inc., for the fiscal year ended June 3, 2005; 2. Based on my knowledge, this 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 annual report; 3. Based on my knowledge, the financial statements and other financial information included in this 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 report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s)and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): (a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting. Date: August 29, 2005 /s/ Mark W. McCutcheon - ---------------------- Mark W. McCutcheon President and Chief Executive Officer 54 EX-32.1 5 a4961181ex31-2.txt EXHIBIT 32.1 EXHIBIT 31.2 CERTIFICATION BY PATTY TOWNSEND PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Patty Townsend, certify that: 1. I have reviewed this Annual Report on Form 10-K of Golden Enterprises, Inc., for the fiscal year ended June 3, 2005; 2. Based on my knowledge, this 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 annual report; 3. Based on my knowledge, the financial statements and other financial information included in this 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 report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s)and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): (a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting. Date: August 29, 2005 /s/Patty Townsend - ----------------- Patty Townsend Vice-President and Principal Financial Officer 55 EX-32.1 6 a4961181ex32-1.txt EXHIBIT 32.1 EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Golden Enterprises, Inc. (the "Company") on Form 10-K for the fiscal year ended June 3, 2005 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. ss. 1350, as adopted pursuant to ss.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: August 29, 2005 /s/Mark W. McCutcheon - --------------------- Mark W. McCutcheon President and Chief Executive Officer A signed original of this written statement required by Section 906 has been provided to Golden Enterprises, Inc. and will be retained by Golden Enterprises, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. 56 EX-32.2 7 a4961181ex32-2.txt EXHIBIT 32.2 EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Golden Enterprises, Inc. (the "Company") on Form 10-K for the fiscal year ended June 3, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Patty Townsend, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss.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: August 29, 2005 /s/Patty Townsend - ----------------- Patty Townsend Vice-President and Principal Financial Officer A signed original of this written statement required by Section 906 has been provided to Golden Enterprises, Inc. and will be retained by Golden Enterprises, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. 57 EX-99.1 8 a4961181ex99-1.txt EXHIBT 99.1 Exhibit 99.1 A copy of excerpts of the Last Will and Testament and Codicils thereto of Sloan Y. Bashinsky, Sr. and of the SYB Common Stock Trust created by Sloan Y. Bashinsky, Sr. providing for the creation of a Voting Committee to vote the shares of common stock of Golden Enterprises, Inc. held by SYB, Inc. and the Estate/Testamentary Trust of Sloan Y. Bashinsky, Sr. 58 EXCERPT OF THE LAST WILL AND TESTAMENT OF SLOAN Y. BASHINSKY, SR. PROVIDING FOR THE CREATION OF A VOTING COMMITTEE TO VOTE THE SHARES OF COMMON STOCK OF GOLDEN ENTERPRISES, INC. HELD BY THE ESTATE/TESTAMENTARY TRUST OF SLOAN Y. BASHINSKY, SR. ITEM X FIDUCIARY POWERS I hereby grant to my Trustees of each trust established hereunder, the continuing, absolute, discretionary power to deal with any property, real or personal, held in my estate or any trust, as freely as I might in the handling of my own affairs. Such power may be exercised independently and without the prior or subsequent approval of any court or judicial authority, and no person dealing with the Trustees shall be required to inquire into the propriety of any of the Trustees' actions. In administering the trusts established in this my Will, the Trustees shall have the powers, as hereinafter indicated, and shall be subject to the controls herein set forth, namely: (1) Upon my death, if either I or SYB, Inc. should own any shares of common stock of Golden Enterprises, Inc., a voting Committee shall be created for the purposes of this subparagraph. Regardless of the general powers herein conferred upon the Trustees, during the period in which the Voting Committee is serving under this subparagraph, the following provisions shall be applicable: (i) The Voting Committee shall consist of each member of the Board of Directors of Golden Enterprises, Inc., a Delaware corporation, as said Board may be constituted from time to time, and one person who shall be designated in writing, from time to time, by the Trustees. (ii) The Voting Committee, as it is constituted from time to time, shall have the sole and exclusive voting power of all family securities (as hereinafter defined) forming a part of the corpus of any trust established hereunder. In the event the voting Committee fails or refuses to exercise the voting power of the family securities, then the voting power under such family securities shall revert to the Trustees. (iii) The Voting Committee shall have the power to vote the family securities at all regular and special meetings of the Stockholders and may vote for, do, or assent or consent to any act or proceedings which the shareholders might or could vote for, do, or assent or consent to and shall have all of the voting powers, rights and privileges of a shareholder. The Voting Committee, as soon after my death as is practicable, shall appoint a Chairman. In any case, where stockholder action is required, the Chairman may, or upon the request of a majority of the members of the Voting Committee, shall call a meeting of the voting Committee on reasonable notice, for the purpose of voting the family securities or for any other purposes deemed to be in the best interests of SYB, Inc. and/or Golden Enterprises, Inc. and their successors. Each member of the Voting Committee shall have one vote. The vote of the Voting Committee shall always be exercised as a unit, as a majority of the members of the Voting Committee shall direct and determine. 59 (iv) The Trustees shall issue proxies to vote all family securities from time to time forming a part of the trust estates, as the Voting Committee may direct in writing. (v) The Voting Committee shall use its best judgment in voting upon the stock but shall not be liable for any vote cast or consent given by them. (vi) The Trustees shall have no duty or responsibility for, nor shall the Trustees be liable or responsible for the manner in which family securities may be voted pursuant to the proxies issued as herein provided. (vii) The rights and powers herein granted to the Voting Committee shall be exercised only in a fiduciary capacity. (viii) The shares of stock or other evidence of interest in or indebtedness of SYB, Inc., a corporation, and Golden Enterprises, Inc., a corporation, and such other corporation or corporations succeeding to the business of said corporations by consolidation, merger, reorganization, purchase or sale of assets, plan of corporate restructure, or otherwise, are referred to in this subsection as "family securities". I consider family securities to be proper investments of the trust property, even though they may constitute a considerable portion or all of the trust property. Wherever the words "family securities" appear in this Will, they shall refer only to stocks or securities of SYB, Inc. and its successors and Golden Enterprises, Inc. and its successors. (ix) The Voting Committee, as soon after my death as is practicable, shall appoint a Secretary. The Secretary shall keep minutes of the action of the Voting Committee, and a written certificate signed by the Secretary stating the instructions and actions of the Voting Committee to be given to the Trustees shall be sufficient evidence of the decision and direction of the Voting Committee. The Trustees will be fully protected in acting in compliance therewith. (x) The Voting Committee shall terminate upon the termination of the trusts created in this my Will or in the event of the sale, transfer or exchange of all of the shares of common stock of Golden Enterprises, Inc. owned by both SYB, Inc. and the trusts created in this my Will, the Voting Committee shall terminate upon the date of such sale, transfer or exchange. 60 EXCERPT OF SYB, INC. COMMON STOCK TRUST CREATED BY SLOAN Y. BASHINSKY, SR. PROVIDING FOR THE CREATION OF A VOTING COMMITTEE TO VOTE THE SHARES OF COMMON STOCK OF GOLDEN ENTERPRISES, INC. HELD BY SYB, INC. Section 9 (b) Upon the death of the Grantor, a voting committee shall be created for the purposes of this sub-paragraph (b) of paragraph 9. Notwithstanding the general powers herein conferred upon the Trustees under sub-paragraph (a) of paragraph 9 hereof, during the period in which the voting committee is serving under this sub-paragraph, the following provisions shall be applicable: 1. The voting committee shall consist of each member of the Board of Directors of Golden Enterprises, Inc., a Delaware corporation, as said Board may be constituted from time to time, and one member who shall be designated in writing, from time to time, by the Trustees. 2. The voting committee, as it is constituted from time to time, shall have the sole and exclusive voting power of all family securities (as hereinafter defined) forming a part of the corpus of any trust established hereunder. 3. The voting committee shall have the power to vote the family securities at all regular and special meetings of the Stockholders and may vote for, do, or assent or consent to any act or proceedings which the shareholders might or could vote for, do, or assent or consent to and shall have all of the voting powers, rights and privileges of a shareholder. The voting committee, as soon after the death of the Grantor as is practicable, shall appoint a Chairman. In any case, where stockholder action is required, the Chairman may, or upon the request of a majority of the members of the voting committee, shall call a meeting of the voting committee on reasonable notice, for the purpose of voting the family securities or for any other purposes deemed to be in the best interests of SYB, Inc. Each member of the voting committee shall have one vote. The vote of the voting committee shall always be exercised as a unit, as the majority of the members of the voting committee shall direct and determine. 4. The Trustees shall issue proxies to vote all family securities from time to time forming a part of the trust estates, as the voting committee may direct in writing. 5. The voting committee shall use its best judgment in voting upon the stock, but shall not be liable for any vote cast, or consent given by them. 6. The Trustees shall have no duty or responsibility for, nor shall the Trustees be liable or responsible for the manner in which family securities may be voted pursuant to the proxies issued as herein provided. 7. The rights and powers herein granted to the voting committee shall be exercised only in a fiduciary capacity. 8. The shares of stock or other evidence of interest in or indebtedness of SYB, Inc., a corporation, and Golden Enterprises, Inc., a corporation, and such other corporation or corporations succeeding to the business of said corporations by consolidation, merger, reorganization, purchase or sale of assets, plan of corporate restructure, or otherwise,, are referred to in this sub-section as "family securities". The Grantor considers family securities to be proper investments of the trust property, even though they may constitute a considerable portion or all of the trust property. Wherever the words "family securities" appear in this Trust Indenture, they shall refer only to stocks or securities of SYB, Inc. and its successors and Golden Enterprises, Inc. and its successors. 9. The voting committee shall appoint a Secretary. The Secretary shall keep minutes of the action of the voting committee, and a written certificate signed by the Secretary stating the instructions and actions of the voting committee to be given to the Trustees, shall be sufficient evidence of the decision and direction of the voting committee. The Trustees will be fully protected in acting in compliance therewith. End of Excerpt 62 -----END PRIVACY-ENHANCED MESSAGE-----