-----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, NUg6oJPzXdMqjHCggA4EvJFJd66nmXbN36j2OQLi33e31RZysOvZ6Vq0PIA0+dz0 rWJLerzw2jZdc6oE+6zwBg== 0001157523-09-002716.txt : 20090416 0001157523-09-002716.hdr.sgml : 20090416 20090416121009 ACCESSION NUMBER: 0001157523-09-002716 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20090227 FILED AS OF DATE: 20090416 DATE AS OF CHANGE: 20090416 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOLDEN ENTERPRISES INC CENTRAL INDEX KEY: 0000042228 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 630250005 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-04339 FILM NUMBER: 09753158 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-Q 1 a5941475.txt GOLDEN ENTERPRISES, INC. 10-Q FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly (thirteen and thirty-nine weeks) period ended February 27, 2009 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to -------------------------------------------------- Commission file number 0-4339 -------------------------------------------------- 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 Principle Executive Offices) (Zip Code) (205) 458-7316 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (X) No ( ) Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Act). (Check one): Large accelerated filer ___ Accelerated filer ___ Non-accelerated filer ___ Smaller reporting company _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) Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of March 31, 2009. Outstanding at Class March 31, 2009 ----- -------------- Common Stock, Par Value $0.66 2/3 11,746,632
GOLDEN ENTERPRISES, INC. INDEX Part I. FINANCIAL INFORMATION Page No. Item 1 Financial Statements (unaudited) Condensed Consolidated Balance Sheets February 27, 2009 (unaudited) and May 30, 2008 3 Condensed Consolidated Statements of Operations (unaudited) Thirteen Weeks and Thirty-Nine Weeks Ended February 27, 2009 and February 29, 2008 4 Condensed Consolidated Statements of Cash Flows (unaudited) - Thirty-Nine Weeks Ended February 27, 2009 and February 29, 2008 5 Notes to Condensed Consolidated Financial Statements (unaudited) 7 Report of Independent Registered Public Accounting Firm 9 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Item 3 Quantitative and Qualitative Disclosure About Market Risk 13 Item 4 Controls and Procedures 13 Part II. OTHER INFORMATION 14 Item 1 Legal Proceedings 14 Item 1-A Risk Factors 14 Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 14 Item 3 Defaults Upon Senior Securities 15 Item 4 Submission of Matters to a Vote of Security Holders 15 Item 5 Other Information 15 Item 6 Exhibits 16
2 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS GOLDEN ENTERPRISES, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited) (Audited) February 27, May 30, 2009 2008 -------------- -------------- ASSETS CURRENT ASSETS Cash and cash equivalents $ 2,498,537 $ 442,756 Receivables, net 8,357,851 7,940,547 Inventories: Raw materials and supplies 1,502,615 1,467,400 Finished goods 3,558,953 2,870,698 -------------- -------------- 5,061,568 4,338,098 Prepaid expenses 2,088,616 1,642,959 Deferred income taxes 649,420 649,420 -------------- -------------- Total current assets 18,655,992 15,013,780 Property, plant and equipment, net 12,927,488 14,629,336 Other assets 2,228,138 2,592,929 -------------- -------------- Total $ 33,811,618 $ 32,236,045 ============== ============== LIABILITIES AND STOCKHOLDER'S EQUITY CURRENT LIABILITIES Checks outstanding in excess of bank balances $ 1,400,534 $ 817,370 Accounts payable 3,721,475 3,567,939 Accrued income taxes 392,373 160,619 Other accrued expenses 4,552,150 4,989,684 Salary continuation plan 140,127 131,993 Line of credit outstanding 1,979,008 1,484,368 -------------- -------------- Total current liabilities 12,185,667 11,151,973 LONG-TERM LIABILITIES Salary continuation plan 1,433,344 1,499,421 Deferred income taxes 620,077 620,077 -------------- -------------- Total long-term liabilities 2,053,421 2,119,498 STOCKHOLDER'S EQUITY Common stock - $.66-2/3 par value: 35,000,000 shares authorized Issued 13,828,793 shares 9,219,195 9,219,195 Additional paid-in capital 6,497,954 6,497,954 Retained earnings 14,744,180 14,060,942 -------------- -------------- 30,461,329 29,778,091 Less: Cost of common shares in treasury (2,082,161 shares at February 27, 2009 and 2,039,886 shares at May 30, 2008) (10,888,799) (10,813,517) -------------- -------------- Total stockholder's equity 19,572,530 18,964,574 -------------- -------------- Total $ 33,811,618 $ 32,236,045 ============== ==============
See Accompanying Notes to Condensed Consolidated Financial Statements 3 GOLDEN ENTERPRISES, INC. AND SUDSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Thirteen Thirteen Thirty-Nine Thirty-Nine Weeks Weeks Weeks Weeks Ended Ended Ended Ended February 27, 2009 February 29, 2008 February 27, 2009 February 29, 2008 ------------------- ------------------- ------------------- ------------------- Net sales $ 30,162,920 $ 27,633,971 $ 89,168,938 $ 83,532,958 Cost of sales 15,682,764 14,797,878 46,859,630 43,419,434 ------------------ ------------------- ------------------- ------------------- Gross margin 14,480,156 12,836,093 42,309,308 40,113,524 Selling, general and administrative expenses 13,330,016 12,881,611 40,219,194 38,550,418 ------------------ ------------------- ------------------- ------------------- Operating income (loss) 1,150,140 (45,518) 2,090,114 1,563,106 Other income (expenses): Gain on sale of assets 37,265 32,664 886,943 77,409 Interest expense (41,550) (70,960) (149,802) (145,878) Other income 32,688 53,461 57,875 153,587 ------------------ ------------------- ------------------- ------------------- Total other income (expenses) 28,403 15,165 795,016 85,118 ------------------ ------------------- ------------------- ------------------- Income before income taxes 1,178,543 (30,353) 2,885,130 1,648,224 Income taxes 443,784 (3,563) 1,097,787 637,316 ------------------ ------------------- ------------------- ------------------- Net income (loss) $ 734,759 $ (26,790) $ 1,787,343 $ 1,010,908 ================== =================== =================== =================== PER SHARE OF COMMON STOCK Basic earnings $ 0.06 $ - $ 0.15 $ 0.09 Diluted earnings $ 0.06 $ - $ 0.15 $ 0.09 Weighted average number of common stock shares outstanding: Basic 11,746,632 11,812,150 11,762,658 11,824,393 Diluted 11,746,632 11,812,150 11,762,658 11,824,393 Cash dividends paid per share of common stock $ 0.0313 $ 0.0313 $ 0.0939 $ 0.0939
See Accompanying Notes to Condensed Consolidated Financial Statements 4 GOLDEN ENTERPRISES, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Thirty-Nine Thirty-Nine Weeks Ended Weeks Ended February 27, 2009 February 29, 2008 ------------------ ------------------ CASH FLOWS FROM OPERATING ACTIVITIES Cash received from customers $ 88,751,634 $ 84,600,917 Miscellaneous income 57,875 153,587 Cash paid to suppliers & employees (46,189,448) (43,269,936) Cash paid for operating expenses (40,292,435) (38,895,127) Income taxes paid (866,033) (1,101,476) Interest expenses paid (149,802) (145,878) ------------------ ------------------ Net cash provided by operating activities 1,311,791 1,342,087 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant and equipment (1,890,969) (1,735,619) Proceeds from sale of property, plant and equipment 2,736,542 82,150 Collection of notes receivable - 43,160 ------------------ ------------------ Net cash provided by (used in) investing activities 845,573 (1,610,309) CASH FLOWS FROM FINANCING ACTIVITIES Debt proceeds 15,635,605 18,411,922 Debt repayments (15,140,965) (17,310,421) Change in checks outstanding in excess of bank balances 583,164 (95,056) Cash dividends paid (1,104,105) (1,108,768) Purchases of treasury shares (75,282) (107,341) ------------------ ------------------ Net cash used in financing activities (101,583) (209,664) ------------------ ------------------ Net change in cash and cash equivalents 2,055,781 (477,886) Cash and cash equivalents at beginning of period 442,756 706,852 ------------------ ------------------ Cash and cash equivalents at end of period $ 2,498,537 $ 228,966 ================== ==================
See Accompanying Notes to Condensed Consolidated Financial Statements 5 GOLDEN ENTERPRISES, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - CONTINUED RECONCILIATION OF NET INCOME TO NET CASH FROM OPERATING ACTIVITIES FOR THE THIRTY-NINE WEEKS ENDED FEBRUARY 27, 2009 AND FEBRUARY 29, 2008
Thirty-Nine Thirty-Nine Weeks Ended Weeks Ended February 27, 2009 February 29, 2008 ------------------ ------------------- Net Income $ 1,787,343 $ 1,010,908 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,743,218 1,716,933 Gain on sale of property and equipment (886,943) (77,409) Changes in operating assets and liabilities: Change in receivables - net (417,304) 1,067,959 Change in inventories (723,470) 35,630 Change in prepaid expenses (445,657) (521,087) Change in other assets 364,791 (25,279) Change in accounts payable 153,536 (1,101,657) Change in accrued expenses (437,534) (391,402) Change in salary continuation (57,943) (54,311) Change in accrued income taxes 231,754 (318,198) ------------------ ------------------- Net cash provided by operating activities $ 1,311,791 $ 1,342,087 ================== ===================
See Accompanying Notes to Condensed Consolidated Financial Statements 6 GOLDEN ENTERPRISES, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. The accompanying unaudited condensed consolidated financial statements of Golden Enterprises, Inc. (the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 to Regulation S-X. Accordingly, they do not include all information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal, recurring accruals) necessary for a fair presentation have been included. For further information, refer to the consolidated financial statements and footnotes included in the Golden Enterprises, Inc. and subsidiary ("the Company") Annual Report on Form 10-K for year ended May 30, 2008. 2. The consolidated results of operations for the thirty-nine weeks ended February 27, 2009 are not necessarily indicative of the results to be expected for the fifty-two week fiscal year ending May 29, 2009. 3. The following tables summarize the prepaid assets accounts at February 27, 2009 and May 30, 2008. Prepaid Breakdown February 27, 2009 May 30, 2008 ------------------ ------------------ Truck Shop Supplies $ 714,521 $ 717,802 Insurance Deposit 188,959 188,959 Slotting Fees 231,207 202,391 Deferred Advertising Fees 253,113 - Prepaid Insurance 360,545 285,777 Prepaid Taxes/Licenses 280,206 200,445 Prepaid Dues/Supplies 13,542 10,237 Other 46,523 37,348 ------------------ ------------------ $ 2,088,616 $ 1,642,959 ================== ================== 4. The principal raw materials used in the manufacture of the Company's snack food products are potatoes, corn, vegetable oils and seasoning. The principal supplies used are flexible film, cartons, trays, boxes and bags. These raw materials and supplies are generally available in adequate quantities in the open market from sources in the United States and are generally contracted up to a year in advance. 5. Inventories are stated at the lower of cost or market. Cost is computed on the first-in, first-out method. 7 6. The following table provides a reconciliation of the denominator used in computing basic earnings per share to the denominator used in computing diluted earnings per share for the thirty-nine weeks ended February 27, 2009 and February 29, 2008: Thirty-Nine Thirty-Nine Weeks Ended Weeks Ended February 27, 2009 February 29, 2008 ------------------ ------------------ Weighted average number of common shares 11,762,658 11,824,393 used in computing basic earnings per share Effect of dilutive stock options 0 0 ------------------ ------------------ Weighted average number of common shares and dilutive potential common stock used in computing dilutive earnings per share 11,762,658 11,824,393 ================== ================== Stock options excluded from the above reconciliation because they are anti- dilutive 369,000 369,000 ================== ================== 7. The Company has a letter of credit in the amount of $2,264,857 outstanding at February 27, 2009 compared to $2,314,857 at February 29, 2008. The letter of credit supports the Company's commercial self-insurance program. 8. 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 as of February 27, 2009 was $1,979,008 with an interest rate of 4.00%, leaving the Company with $20,992 of credit availability. The Company's line-of-credit debt as of February 29, 2008 was $1,995,076 with an interest rate of 7.75%, leaving the Company with $4,924 of credit availability. 9. 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 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. 10. On March 10, 2009, the Company executed a contract with ADI Systems, Inc. to construct a "Waste Water Treatment Plant". "The Waste Water Treatment Plant will be funded with a loan from BBVA/Compass Bank in the amount of $4 million". 8 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ------------------------------------------------------- We have reviewed the accompanying condensed consolidated balance sheet of Golden Enterprises, Inc. and subsidiary as of February 27, 2009, the related condensed consolidated statements of operations for the thirteen week and thirty-nine week periods ended February 27, 2009 and February 29, 2008, and the related condensed statements of cash flows for the thirty-nine week periods ended February 27, 2009 and February 29, 2008. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the Public Company Accounting Oversight Board (United States). A review of interim financial statements consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America. We previously audited in accordance with the standards of the Public Company Accounting Oversight Board, the consolidated balance sheet as of May 30, 2008 and the related consolidated statements of operations, changes in stockholders' equity and cash flows for the fiscal year then ended (not presented herein), and in our report dated July 30, 2008 we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of May 30, 2008, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived. DUDLEY, HOPTON-JONES, SIMS & FREEMAN PLLP Birmingham, Alabama April 9, 2009 9 ITEM 2 ------ MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management's discussion and analysis of our financial condition and results of operations are based upon the condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. This discussion should be read in conjunction with our recent SEC filings, including Form 10-K for the year ended May 30, 2008. The preparation of these financial statements requires us to make estimates and judgments about future events that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosures. Future events and their effects cannot be determined with absolute certainty. Therefore, management's determination of estimates and judgments about the carrying values of assets and liabilities requires the exercise of judgment in the selection and application of assumptions based on various factors, including historical experience, current and expected economic conditions and other factors believed to be reasonable under the circumstances. We routinely evaluate our estimates including those considered significant and discussed in detail in Form 10-K for the year ended May 30, 2008. Actual results may differ from these estimates under different assumptions or conditions and such differences may be material. 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, 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 both its own sales organization and independent distributors to commercial establishments that sell food products primarily in the Southeastern United States. The products are distributed to independent distributors and route representatives 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. Liquidity and Capital Resources At February 27, 2009 and May 30, 2008, working capital was $6,470,325 and $3,861,807, respectively. The Company did not purchase shares of treasury stock this quarter. The Company's current ratio was 1.53 to 1.00 at February 27, 2009 compared to 1.35 to 1.00 at May 30, 2008. 10 Accounts Receivable and Allowance for Doubtful Accounts At February 27, 2009 and May 30, 2008 the Company had accounts receivables in the amount of $8,357,851 and $7,940,547, net of an allowance for doubtful accounts of $113,647 and $70,000, respectively. The following table summarizes the Company's customer accounts receivable profile as of February 27, 2009 and May 30, 2008: Amount Range No. of Customers ------------ ---------------- February 27, 2009 May 30, 2008 Less than $1,000.00 1,092 1,118 $1,001.00-$10,000.00 522 558 $10,001.00-$100,000.00 123 113 $100,001.00-$500,000.00 6 8 $500,001.00-$1,000,000.00 1 1 $1,000,001.00-$2,500,000.00 0 0 - - Total All Accounts 1,744 1,798 ===== ===== Contractual Obligations The following table summarizes the significant contractual obligations of the Company as of February 27, 2009:
Contractual Obligations Total Current 2-3 Years 4-5 Years Thereafter - ----------------------- ----------- ----------- ----------- ----------- ----------- Vehicle Lease $ 3,350,845 $ 659,266 $ 1,688,444 $ 1,003,135 $ - Salary Continuation Plan 1,573,471 140,127 316,110 370,762 746,472 ----------- ----------- ----------- ----------- ----------- Total Contractual Obligations $ 4,924,316 $ 799,393 $ 2,004,554 $ 1,373,897 $ 746,472 =========== =========== =========== =========== ===========
Other Commitments 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. Operating Results For the thirteen weeks ended February 27, 2009, net sales increased 9.2% from the comparable period in fiscal 2008. For the thirty-nine weeks ended February 27, 2009, net sales increased 6.7% from the comparable period in fiscal 2008. This year's third quarter cost of sales was 52.0% of net sales compared to 53.5% for last year's third quarter. This year's third quarter, selling, general and administrative expenses were 44.2% of net sales compared to 46.6% for last year's third quarter. This year's year to date selling, general and administrative expenses were 45.1% of net sales compared to 46.1% for last year's year to date. 11 The following tables compare manufactured products to resale products:
Manufactured Products-Resale Products Thirteen Weeks Ended Thirteen Weeks Ended February 27, 2009 February 29, 2008 Sales % % Manufactured Products $ 24,520,312 81.3% $ 22,515,573 81.5% Resale Products 5,642,608 18.7% 5,118,398 18.5% ---------------- ---------- ---------------- ----------- Total $ 30,162,920 100.0% $ 27,633,971 100.0% ================ ========== ================ =========== Gross Margin % % Manufactured Products $ 12,423,665 50.7% $ 11,325,146 50.3% Resale Products 2,056,491 36.4% 1,510,947 29.5% ---------------- ---------- ---------------- ----------- Total $ 14,480,156 48.0% $ 12,836,093 46.5% ================ ========== ================ =========== Thirty-Nine Weeks Ended Thirty-Nine Weeks Ended February 27, 2009 February 29, 2008 Sales % % Manufactured Products $ 71,583,131 80.3% $ 67,595,366 80.9% Resale Products 17,585,807 19.7% 15,937,592 19.1% ---------------- ---------- ---------------- ----------- Total $ 89,168,938 100.0% $ 83,532,958 100.0% ================ ========== ================ =========== Gross Margin % % Manufactured Products $ 35,726,738 49.9% $ 35,130,804 52.0% Resale Products 6,582,570 37.4% 4,982,720 31.3% ---------------- ---------- ---------------- ----------- Total $ 42,309,308 47.4% $ 40,113,524 48.0% ================ ========== ================ ===========
The Company's gain on sale of assets for the thirteen weeks ended February 27, 2009 in the amount of $37,265 was from the donation and sale of used transportation equipment. For last year's thirteen weeks, the gain on sale of assets was $32,664 from the sale of used transportation equipment for cash. The Company's effective tax rate for the thirteen weeks was 37.7% compared to - -11.7% for the last year's thirteen weeks and 38.0% for the thirty-nine weeks this year and 38.7% last year. 12 Market Risk The principal market's 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 bank loans, and commodity prices affecting the cost of its raw materials. 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 and under contract through brokers or directly from growers. Future 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. 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. Environmental Matters There have been no material effects of compliance with governmental provisions regulating discharge of materials into the environment. Subsequent Event On March 10, 2009, the Company executed a contract with ADI Systems, Inc. to construct a "Waste Water Treatment Plant". "The Waste Water Treatment Plant will be funded with a loan from BBVA/Compass Bank in the amount of $4 million". 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. Some of the 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 the Securities and Exchange Commission. ITEM 3 ------ QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK Pursuant to Item 305(e) of Regulation S-K (Section 229.305(e)) the Company is not required to provide the Information under this item, as it is a "Smaller Reporting Company" as defined by Rule 229.10(f)(1). ITEM 4 ------ CONTROLS AND PROCEDURES The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), as of the end of the period covered by this report. Any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives. Based on such evaluation, the Company's Chief Executive Officer and 13 Chief Financial Officer have concluded that, as of the end of such period, the Company's disclosure controls and procedures provided reasonable assurance that the disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and in accumulating and communicating such information to management, including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the Company's internal control over financial reporting to determine whether any changes occurred during the Company's third fiscal quarter ended February 27, 2009 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. Based on that evaluation, there has been no such change during the period covered by this report. PART II OTHER INFORMATION ITEM 1 ------ LEGAL PROCEEDINGS There are no material pending legal proceedings against the Company or its subsidiary other than routine litigation incidental to the business of the Company and its subsidiary. ITEM 1-A -------- RISK FACTORS There are no material changes in our risk factors from those disclosed in our 2008 Annual Report on Form 10-K. ITEM 2 ------- UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS The Company did not sell any equity securities during the period covered by this report. Registrant Purchases of Equity Securities. The Company did not purchase any shares of treasury stock for the quarterly period ended February 27, 2009.
ISSUER PURCHASES OF EQUITY SECURITIES - ------------------------------------------------------------------------------------------------------------------------- Period (a) Total (b) Average Price (c) Total Number of (d) Maximum Number Number of Paid per Share (or Shares (or Approximate Shares Unit) (or Units) Dollar Value) of (or Units) Purchased as Part Shares (or Units) Purchased of Publicly that May Yet Be Announced Plans or Purchased Under the Programs Plans or Programs - ------------------------------------------------------------------------------------------------------------------------- November 29 to January 2 -0- -0- -0- -0- - ------------------------------------------------------------------------------------------------------------------------- January 3 to January 30 -0- -0- -0- -0- - ------------------------------------------------------------------------------------------------------------------------- January 31 to February 27 -0- -0- -0- -0- - ------------------------------------------------------------------------------------------------------------------------- Total Third Quarter -0- -0- -0- -0- - -------------------------------------------------------------------------------------------------------------------------
14 ITEM 3 ------ DEFAULTS UPON SENIOR SECURITIES Not applicable. ITEM 4 ------ SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. ITEM 5 ------ OTHER INFORMATION Not applicable. 15 ITEM 6 ------ 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). 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 l0-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). 16 (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 S. 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). 10.9 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). 10.10 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). 10.11 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). 10.12 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). 10.13 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). 17 10.14 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). 10.15 Lease of aircraft executed by and between Golden Flake Snack Foods, Inc., a wholly-owned subsidiary of Golden Enterprises, Inc., and Joann F. Bashinsky dated February 1, 2006 (incorporated by reference to Exhibit 10.15 to Golden Enterprises, Inc. June 2, 2006 Form 10-K filed with the Commission). 10.16 Real Property Purchase and Sale Agreement dated May 2, 2008 whereby Golden Flake Snack Foods, Inc., a wholly-owned subsidiary of Golden Enterprises, Inc. re-acquired certain real property in Nashville, Tennessee (incorporated by reference to Exhibit 10.16 to Golden Enterprises, Inc., May 30, 2008 Form 10-K filed with the Commission). 10.18 Purchase and Sale Agreement executed by and between Golden Flake Snack Foods, Inc. as Seller, and Michael L. Rankin, as Purchaser, with an effective date of August 20 2008, for the sale of real property located at 2926 Kraft Drive, Nashville, County of Davidson, State of Tennessee and undeveloped real property located across the road from 2926 Kraft Drive (incorporated by reference to Exhibit 10.18 to Golden Enterprises, Inc., August 29, 2008 Form 10-Q filed with the Commission). 10.19 Purchase and Sale Agreement executed by and between Golden Flake Snack Foods, Inc., as Seller, and Steve Bacorn, as Purchaser, with an effective date of July 7, 2008, for the sale of land and improvements located in Cobb County, Address being 321 Marble Mill Road, Marietta, Georgia (incorporated by reference to Exhibit 10.19 to Golden Enterprises, Inc., August 29, 2008 Form 10-Q filed with the Commission). 10.20 Amendment to Salary Continuation Plan for Mark W. McCutcheon dated December 30, 2008. 10.21 Contract for construction of Waste Water Treatment Plant dated March 10, 2009 between Golden Flake Snack Foods, Inc. and ADI Systems, Inc. 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 From 10-K 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 (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. (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. (Incorporated by reference to Exhibit 99.1 to Golden Enterprises, Inc. May 31, 2005 Form 10-k filed with the Commission). SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GOLDEN ENTERPRISES, INC. ----------------------- (Registrant) Dated: April 16, 2009 /s/Mark W. McCutcheon -------------- --------------------- Mark W. McCutcheon President and Chief Executive Officer Dated: April 16, 2009 /s/ Patty Townsend --------------- ------------------ Patty Townsend Vice-President and Chief Financial Officer (Principal Accounting Officer) 19 EX-31.1 2 a5941475ex311.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 Quarterly Report on Form 10-Q of Golden Enterprises, Inc. for the third quarter ended February 27, 2009; 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 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f) 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) 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 d) 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 functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control 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 control over financial reporting. Dated: April 16, 2009 /s/ Mark W. McCutcheon - ---------------------- Mark W. McCutcheon President and Chief Executive Officer 20 EX-31.2 3 a5941475ex312.txt EXHIBIT 31.2 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 Quarterly Report on Form 10-Q of Golden Enterprises, Inc. for the third quarter ended February 27, 2009; 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 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f) 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) 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 d) 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 functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control 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 control over financial reporting. Dated: April 16, 2009 /s/ Patty Townsend - ------------------ Patty Townsend Vice-President and Chief Financial Officer 21 EX-32.1 4 a5941475ex321.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 Quarterly Report of Golden Enterprises, Inc. (the "Company") on Form 10-Q for the third quarter ended February 27, 2009, 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: April 16, 2009 /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. 22 EX-32.2 5 a5941475ex322.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 Quarterly Report of Golden Enterprises, Inc. (the "Company") on Form 10-Q for the third quarter ended February 27, 2009, 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: April 16, 2009 /s/ Patty Townsend - ------------------ Patty Townsend Vice-President and Chief 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. 23 -----END PRIVACY-ENHANCED MESSAGE-----