10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-Q

(X)	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
	SECURITIES EXCHANGE ACT OF 1934

For the quarterly (twenty-six weeks) period ended December 2, 2011

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes (  ) No (  )

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, 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 December 30, 2011.

	Outstanding at
Class	December 30, 2011
Common Stock, Par Value $0.66 2/3	11,734,632

EXCHANGE ACT REPORTS AVAILABLE ON COMPANY WEBSITE

Under “SEC Filings” on the “Financial” page of the Company’s website located at www.goldenflake.com, links to the following filings are made available as soon as reasonably practicable after they are electronically filed with or furnished to the Securities and Exchange Commission (the “SEC”)”  the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statement on Schedule 14A related to the Company’s Annual Shareholders Meeting, and any amendments to those reports or statements filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Act of 1934.  You may also read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549.  You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The SEC also maintains an Internet website located at http://www.sec.gov that contains the information we file or furnish electronically with the SEC.

2

	GOLDEN ENTERPRISES, INC.
	INDEX
Part I.	FINANCIAL INFORMATION	Page No.
Item 1	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets
	December 2, 2011 (unaudited) and June 3, 2011	4
	Condensed Consolidated Statements of Income (unaudited)
	Thirteen Weeks and Twenty-Six Weeks Ended December 2, 2011 and November 26, 2010	5
	Condensed Consolidated Statements of Cash Flows
	(unaudited)- Twenty-Six Weeks Ended December 2, 2011 and November 26, 2010	6
	Notes to Condensed Consolidated Financial
	Statements (unaudited)	8
	Report of Independent Registered Public Accounting Firm	10
Item 2	Management’s Discussion and Analysis of Financial
	Condition and Results of Operations	11
Item 3	Quantitative and Qualitative
	Disclosure About Market Risk	14
Item 4	Controls and Procedures	14
Part II.	OTHER INFORMATION	15
Item 1	Legal Proceedings	15
Item 1-A	Risk Factors	15
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3	Defaults Upon Senior Securities	15
Item 4	Submission of Matters to a Vote of Security Holders	16
Item 5	Other Information	16
Item 6	Exhibits	17

3

PART I.  FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
	(Unaudited)			(Audited)
	December 2,			June 3,
	2011			2011
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1,639,785		$	2,721,638
Receivables, net		10,319,437			10,220,220
Inventories:
Raw materials and supplies		2,209,713			1,596,731
Finished goods		3,789,410			3,398,898
		5,999,123			4,995,629
Prepaid expenses		2,488,127			1,803,827
Accrued income taxes		439,313			865,467
Deferred income taxes		633,370			633,370
Total current assets		21,519,155			21,240,151
Property, plant and equipment, net		25,503,741			24,646,418
Other assets		2,001,749			2,234,337
Total	$	49,024,645		$	48,120,906
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Checks outstanding in excess of bank balances	$	1,637,133		$	998,386
Accounts payable		6,673,695			6,323,448
Current portion of long-term debt		568,629			344,791
Other accrued expenses		4,721,748			4,604,603
Salary continuation plan		174,481			167,662
Line of credit outstanding		1,378,206			1,777,567
Total current liabilities		15,153,892			14,216,457
LONG-TERM LIABILITIES
Notes payable - bank, non-current		5,670,291			6,064,983
Salary continuation plan		1,154,654			1,211,895
Deferred income taxes		2,969,917			2,969,917
Total long-term liabilities		9,794,862			10,246,795
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		19,284,501			18,866,264
		35,001,650			34,583,413
Less:  Cost of common shares in treasury (2,094,161 shares at December 2, 2011
and June 3, 2011 respectively)		(10,925,759	)		(10,925,759	)
Total stockholder's equity		24,075,891			23,657,654
Total	$	49,024,645		$	48,120,906
See Accompanying Notes to Condensed Consolidated Financial Statements

4

GOLDEN ENTERPRISES, INC. AND SUDSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

	Thirteen			Thirteen			Twenty-Six			Twenty-Six
	Weeks			Weeks			Weeks			Weeks
	Ended			Ended			Ended			Ended
	December 2, 2011			November 26, 2010			December 2, 2011			November 26, 2010
Net sales	$	33,230,663		$	30,910,393		$	66,475,853		$	62,866,477
Cost of sales		17,478,476			16,344,042			34,720,094			32,092,672
Gross margin		15,752,187			14,566,351			31,755,759			30,773,805
Selling, general and administrative expenses		14,987,933			13,691,261			29,918,625			28,147,691
Operating income		764,254			875,090			1,837,134			2,626,114
Other (expenses) income:
Gain on sale of assets		8,043			13,608			92,385			51,785
Interest expense		(73,328	)		(115,379	)		(148,563	)		(195,597	)
Other income		29,003			99,301			65,843			123,657
Total other (expenses) income		(36,282	)		(2,470	)		9,665			(20,155	)
Income before income taxes		727,972			872,620			1,846,799			2,605,959
Income  taxes		275,887			330,959			695,143			984,159
Net income	$	452,085		$	541,661		$	1,151,656		$	1,621,800
PER SHARE OF COMMON STOCK
Basic earnings	$	0.04		$	0.05		$	0.10		$	0.14
Diluted earnings	$	0.04		$	0.05		$	0.10		$	0.14
Weighted average number of common
stock share outstanding:
Basic		11,734,632			11,734,632			11,734,632			11,737,203
Diluted		11,734,632			11,734,632			11,734,632			11,737,203
Cash dividends paid per share of
common stock	$	0.0313		$	0.0313		$	0.0625		$	0.0626

See Accompanying Notes to Condensed Consolidated Financial Statements

5

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
	Twenty-Six			Twenty-Six
	Weeks Ended			Weeks Ended
	December 2, 2011			November 26, 2010
CASH FLOWS FROM OPERATING ACTIVITIES
Cash received from customers	$	66,376,636		$	62,437,169
Miscellaneous income		65,843			123,657
Cash paid to suppliers and employees		(34,002,689	)		(28,660,218	)
Cash paid for operating expenses		(30,003,516	)		(28,849,734	)
Income taxes paid		(268,989	)		(1,275,048	)
Interest expenses paid		(148,563	)		(195,597	)
Net cash provided by operating activities		2,018,722			3,580,229
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment		(2,564,251	)		(3,216,571	)
Proceeds from sale of property, plant and equipment		128,560			61,735
Net cash used in investing activities		(2,435,691	)		(3,154,836	)
CASH FLOWS FROM FINANCING ACTIVITIES
Debt proceeds		18,403,341			17,259,519
Debt repayments		(18,973,556	)		(16,671,253	)
Change in checks outstanding in excess of bank
balances		638,747			(246,983	)
Cash dividends paid		(733,416	)		(734,091	)
Purchases of treasury shares		-			(36,960	)
Net cash used in financing activities		(664,884	)		(429,768	)
Net change in cash and cash equivalents		(1,081,853	)		(4,375	)
Cash and cash equivalents at beginning of period		2,721,638			1,443,801
Cash and cash equivalents at end of period	$	1,639,785		$	1,439,426

See Accompanying Notes to Condensed Consolidated Financial Statements

6

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 TWENTY-SIX WEEKS ENDED DECEMBER 2, 2011 AND NOVEMBER 26, 2010
	Twenty-Six			Twenty-Six
	Weeks Ended			Weeks Ended
	December 2, 2011			November 26, 2010
Net Income	$	1,151,656		$	1,621,800
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization		1,670,752			1,545,998
Gain on sale of property and equipment		(92,385	)		(51,785	)
Changes in operating assets and liabilities:
Change in receivables - net		(99,217	)		(429,308	)
Change in inventories		(1,003,494	)		(1,112,774	)
Change in prepaid expenses		(684,300	)		(784,112	)
Change in other assets		232,587			26,949
Change in accounts payable		350,247			3,281,829
Change in accrued expenses		117,144			(233,563	)
Change in salary continuation		(50,422	)		(46,774	)
Change in accrued income taxes		426,154			(238,031	)
Net cash provided by operating activities	$	2,018,722		$	3,580,229
See Accompanying Notes to Condensed Consolidated Financial Statements

7

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 Company’s Annual Report on Form 10-K for year ended June 3, 2011.

2. The consolidated results of operations for the twenty-six weeks ended December 2, 2011 are not necessarily indicative of the results to be expected for the fifty-two week fiscal year ending June 1, 2012.

3. The following tables summarize the prepaid assets accounts at December 2, 2011 and June 3, 2011.

	December 2, 2011		June 3, 2011
Truck shop supplies	$	621,609	$	657,788
Insurance deposit		138,959		138,959
Prepaid marketplace spending		172,910		239,157
Deferred advertising fees		693,500		-
Prepaid insurance		413,749		168,712
Prepaid taxes/licenses		115,792		152,115
Prepaid dues/supplies		316,487		413,805
Other		15,121		33,291
	$	2,488,127	$	1,803,827

4. The principal raw materials used in the manufacture of the Company’s snack food products are potatoes, corn, pork skin pellets, 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.

6. As of October 15, 2011 all stock options expired and there are no instruments related to diluted earnings that are left outstanding.

7. The Company has a letter of credit in the amount of $2,000,000 outstanding at December 2, 2011 and June 3, 2011. The letter of credit supports the Company’s commercial self-insurance program.

8

8. The Company has a line-of-credit agreement with a local bank that permits borrowing up to $3,000,000. The line-of-credit is subject to the Company’s continued credit worthiness and compliance with the terms and conditions of the loan agreement. The Company’s line-of-credit debt as of December 2, 2011 was $1,378,206 with an interest rate of 3.50%, leaving the Company with $1,621,794 of credit availability. The Company’s line-of-credit debt as of June 3, 2011 was $1,777,567 with an interest rate of 4.00%, leaving the Company with $1,222,433 of credit availability.

9. The Company has a note payable with a balance of $6,200,000 as of December 2, 2011.  The loan was established as a construction loan in March 2009 to help fund the construction of a process water treatment facility.  In September 2009, the note converted to a 10-year fixed-rate note at 4.25% for $4,000,000.  In March 2011, the loan was modified by taking the remaining balance of $3,532,700 and adding another $2,900,000 to finance the purchase and implementation of a new Enterprise Resource Planning computer software system.  At that time, the interest rate on the loan was adjusted to 3.52% and the terms were re-established at 15 years for the repayment of the loan.  The Company has been making monthly payments on the note and intends to repay it at the earliest practicable date, as there are no prepayment penalties.

10. 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.

9

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have reviewed the accompanying condensed consolidated balance sheet of Golden Enterprises, Inc. and subsidiary as of December 2, 2011, and the related condensed consolidated statements of income for the thirteen week and twenty-six week periods ended December 2, 2011 and November 26, 2010, and the related condensed statements of cash flows for the twenty-six week period ended December 2, 2011 and November 26, 2010.  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 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 June 3, 2011 and the related consolidated statements of income, changes in stockholders’ equity and cash flows for the fiscal year then ended (not presented herein), and in our report dated August 4, 2011 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 June 3, 2011, 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

January 5, 2012

10

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 June 3, 2011.  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 June 3, 2011.  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 high quality salted 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 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 or failure to procure an adequate supply of pork skin pellets. 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 of farm commodities available.  The Company has no control of the price of agricultural commodities 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 through the independent distributors and 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.

Liquidity and Capital Resources

At December 2, 2011 and June 3, 2011, working capital was $6,365,263 and $7,023,694, respectively.

The Company did not purchase shares of treasury stock this quarter.  The Company’s current ratio was 1.42 to 1.00 at December 2, 2011 compared to 1.49 to 1.00 at June 3, 2011.

11

Accounts Receivable and Allowance for Doubtful Accounts

At December 2, 2011 and June 3, 2011 the Company had accounts receivables in the amount of $10,319,437 and $10,220,220, net of an allowance for doubtful accounts of $70,000 in both periods.

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 December 2, 2011, net sales increased 7.5% from the comparable period in fiscal 2011. For the twenty-six weeks ended December 2, 2011, net sales increased 5.7% from the comparable period in fiscal 2011.  This year’s second quarter cost of sales was 52.6% of net sales compared to 52.9% for last year’s second quarter.  This year’s cost of sales year to date was 52.2% of net sales compared to 51.0% for last year’s year to date.  This year’s second quarter, selling, general and administrative expenses were 45.1% of net sales compared to 44.3% for last year’s second quarter.  This year’s selling, general and administrative expenses year to date were 45.0% of net sales compared to 44.8% for last year’s year to date.

12

The following tables compare manufactured products to resale products:

Manufactured Products-Resale Products
	Thirteen Weeks Ended					Thirteen Weeks Ended
	December 2, 2011					November 26, 2010
Sales			%					%
Manufactured Products	$	25,087,989		75.5	%	$	23,547,102		76.2	%
Resale Products		8,142,674		24.5	%		7,363,291		23.8	%
Total	$	33,230,663		100.0	%	$	30,910,393		100.0	%
Gross Margin			%					%
Manufactured Products	$	12,974,209		51.7	%	$	12,031,676		51.1	%
Resale Products		2,777,978		34.1	%		2,534,675		34.4	%
Total	$	15,752,187		47.4	%	$	14,566,351		47.1	%

	Twenty-Six Weeks Ended					Twenty-Six Weeks Ended
	December 2, 2011					November 26, 2010
Sales			%					%
Manufactured Products	$	50,813,771		76.4	%	$	48,734,435		77.5	%
Resale Products		15,662,082		23.6	%		14,132,042		22.5	%
Total	$	66,475,853		100.0	%	$	62,866,477		100.0	%
Gross Margin			%					%
Manufactured Products	$	26,395,049		51.9	%	$	25,747,346		52.8	%
Resale Products		5,360,710		34.2	%		5,026,459		35.6	%
Total	$	31,755,759		47.8	%	$	30,773,805		49.0	%

The Company’s gain on sale of assets for the thirteen weeks ended December 2, 2011 in the amount of $8,043 was from the sale of used transportation equipment.

For last year’s thirteen weeks, the gain on sale of assets was $13,608 from the sale of used transportation equipment.

The Company’s effective tax rate for the thirteen weeks was 37.9% compared to 37.9% for the last year’s thirteen weeks.  The Company’s effective tax rate for the twenty-six weeks ended December 2, 2011 was 37.7% and 37.8% for the comparable period last year.

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 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.

13

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 Events

Not applicable.

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, but are not limited to, 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 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.

14

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 second fiscal quarter ended December 2, 2011 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 2011 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 December 2, 2011.

ITEM 3

DEFAULTS UPON SENIOR SECURITIES

Not applicable.

15

ITEM 4

SUBMISSION OF MATTERS TO

A VOTE OF SECURITY HOLDERS

(a) The Annual Meeting of Stockholders of Golden Enterprises, Inc. was held on September 22, 2011.

(b) All director nominees were elected.

(c) The following is a tabulation of the voting for the election of Directors:

ELECTION OF DIRECTORS
Names	Votes For		Votes Withheld
Joann F. Bashinsky		8,036,991		508,721
Paul R. Bates		7,991,726		553,986
David A. Jones		7,991,863		553,849
Mark W. McCutcheon		7,993,018		552,694
John P. McKleroy, Jr.		8,052,662		493,050
William B. Morton, Jr.		8,545,150		562
J. Wallace Nall, Jr.		8,043,689		502,023
Edward R. Pascoe		8,545,226		486
F. Wayne Pate		7,982,250		563,462
John S.P. Samford		8,542,163		3,549
John S. Stein, III		8,545,404		308

ITEM 5

OTHER INFORMATION

Not applicable.

16

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).
(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).

17

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 ContinuationPlans - 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).
10.9	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).
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).
10.20	Amendment to Salary Continuation Plan for Mark W. McCutcheon dated December 30, 2008 (incorporated by reference to Exhibit 10.20 Golden Enterprises, Inc. February 27, 2009 Form 10-Q filed with the Commission).
10.24	A Form of Indemnity Agreement to be executed by and between Golden Enterprises, Inc. and the following directors: Mark W. McCutcheon, Joann F. Bashinsky, John S. Stein, III, William B. Morton, Jr., Paul R. Bates and David A. Jones.
10.25	A Purchase and Sales Agreement was executed by and between Golden Flake Snack Foods, Inc. as Seller, and Verizon Wireless Personal Communications LP as Purchaser, with a transfer date of June 17, 2011, for the sale of approximately 1 acre of land located adjacent to the Company’s central warehouse in Pensacola, Florida (incorporated by reference to Exhibit 10.25 to Golden Enterprises, Inc. June 3, 2011 Form 10-K filed with the Commission).

18

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, 004 Form 10-K 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 (incorporated by reference to Exhibit 18.1 to Golden Enterprises, Inc. June 3, 2005 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)
(31)	Certifications
3 1.1	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).

101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

19

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: January 12, 2012	/s/Mark W. McCutcheon
	Mark W. McCutcheon
	Chairman of the Board,
	President and
	Chief Executive Officer
Dated:January 12, 2012	/s/ Patty Townsend
	Patty Townsend
	Vice-President and
	Chief Financial Officer
	(Principal Accounting Officer)

20

EX-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 second quarter ended December 2, 2011;

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: January 12, 2012

/s/ Mark W. McCutcheon

Mark W. McCutcheon

Chairman of the Board,

President and Chief Executive Officer

21

EX-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 second  quarter ended December 2, 2011;

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: January 12, 2012

/s/ Patty Townsend

Patty Townsend

Vice-President and Chief Financial Officer

22

EX-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 second quarter ended December 2, 2011, 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. ' 1350, as adopted pursuant to ' 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:  January 12, 2012

/s/ Mark W. McCutcheon

Mark W. McCutcheon

Chairman of the Board,

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.

23

EX-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 second quarter ended December 2, 2011, 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. ' 1350, as adopted pursuant to ' 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:  January 12, 2012

/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.

24

XML

Note 4

6 Months Ended

Dec. 02, 2011

Note 4

4. The principal raw materials used in the manufacture of the Company’s snack food products are potatoes, corn, pork skin pellets, 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.

XML

Note 3

6 Months Ended

Dec. 02, 2011

Note 3

3. The following tables summarize the prepaid assets accounts at December 2, 2011 and June 3, 2011.

	December 2, 2011		June 3, 2011
Truck shop supplies	$	621,609	$	657,788
Insurance deposit		138,959		138,959
Prepaid marketplace spending		172,910		239,157
Deferred advertising fees		693,500		-
Prepaid insurance		413,749		168,712
Prepaid taxes/licenses		115,792		152,115
Prepaid dues/supplies		316,487		413,805
Other		15,121		33,291
	$	2,488,127	$	1,803,827

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)	Dec. 02, 2011	Jun. 03, 2011
CURRENT ASSETS
Cash and cash equivalents	$ 1,639,785	$ 2,721,638
Receivables, net	10,319,437	10,220,220
Inventories:
Raw materials and supplies	2,209,713	1,596,731
Finished goods	3,789,410	3,398,898
Total inventories	5,999,123	4,995,629
Prepaid expenses	2,488,127	1,803,827
Accrued income taxes	439,313	865,467
Deferred income taxes	633,370	633,370
Total current assets	21,519,155	21,240,151
Property, plant and equipment, net	25,503,741	24,646,418
Other assets	2,001,749	2,234,337
Total	49,024,645	48,120,906
CURRENT LIABILITIES
Checks outstanding in excess of bank balances	1,637,133	998,386
Accounts payable	6,673,695	6,323,448
Current portion of long-term debt	568,629	344,791
Other accrued expenses	4,721,748	4,604,603
Salary continuation plan	174,481	167,662
Line of credit outstanding	1,378,206	1,777,567
Total current liabilities	15,153,892	14,216,457
LONG-TERM LIABILITIES
Notes payable - bank, non-current	5,670,291	6,064,983
Salary continuation plan	1,154,654	1,211,895
Deferred income taxes	2,969,917	2,969,917
Total long-term liabilities	9,794,862	10,246,795
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	19,284,501	18,866,264
Stockholders' equity excluding treasury stock	35,001,650	34,583,413
Less: Cost of common shares in treasury (2,094,161 shares at December 2, 2011 and June 3, 2011 respectively)	(10,925,759)	(10,925,759)
Total stockholder's equity	24,075,891	23,657,654
Total	$ 49,024,645	$ 48,120,906

XML

Note 1

6 Months Ended

Dec. 02, 2011

Note 1

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 Company’s Annual Report on Form 10-K for year ended June 3, 2011.

XML

Note 2

6 Months Ended

Dec. 02, 2011

Note 2

2. The consolidated results of operations for the twenty-six weeks ended December 2, 2011 are not necessarily indicative of the results to be expected for the fifty-two week fiscal year ending June 1, 2012.

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Dec. 02, 2011	Jun. 03, 2011
Common stock, par value	$ 0.6667	$ 0.6667
Common stock, shares authorized	35,000,000	35,000,000
Common stock, shares issued	13,828,793	13,828,793
Common stock in treasury, shares	2,094,161	2,094,161

XML

Document and Entity Information	6 Months Ended
	Dec. 02, 2011	Dec. 30, 2011
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Dec. 02, 2011
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2
Trading Symbol	GLDC
Entity Registrant Name	GOLDEN ENTERPRISES INC
Entity Central Index Key	0000042228
Current Fiscal Year End Date	--09-02
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		11,734,632

XML

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (USD $)	3 Months Ended		6 Months Ended
	Dec. 02, 2011	Nov. 26, 2010	Dec. 02, 2011	Nov. 26, 2010
Net sales	$ 33,230,663	$ 30,910,393	$ 66,475,853	$ 62,866,477
Cost of sales	17,478,476	16,344,042	34,720,094	32,092,672
Gross margin	15,752,187	14,566,351	31,755,759	30,773,805
Selling, general and administrative expenses	14,987,933	13,691,261	29,918,625	28,147,691
Operating income	764,254	875,090	1,837,134	2,626,114
Other (expenses) income:
Gain on sale of assets	8,043	13,608	92,385	51,785
Interest expense	(73,328)	(115,379)	(148,563)	(195,597)
Other income	29,003	99,301	65,843	123,657
Total other (expenses) income	(36,282)	(2,470)	9,665	(20,155)
Income before income taxes	727,972	872,620	1,846,799	2,605,959
Income taxes	275,887	330,959	695,143	984,159
Net income	$ 452,085	$ 541,661	$ 1,151,656	$ 1,621,800
PER SHARE OF COMMON STOCK
Basic earnings, dollars per share	$ 0.04	$ 0.05	$ 0.10	$ 0.14
Diluted earnings, dollars per share	$ 0.04	$ 0.05	$ 0.10	$ 0.14
Weighted average number of common stock share outstanding:
Basic, shares	11,734,632	11,734,632	11,734,632	11,737,203
Diluted, shares	11,734,632	11,734,632	11,734,632	11,737,203
Cash dividends paid per share of common stock	$ 0.0313	$ 0.0313	$ 0.0625	$ 0.0626

XML

Note 7

6 Months Ended

Dec. 02, 2011

Note 7

7. The Company has a letter of credit in the amount of $2,000,000 outstanding at December 2, 2011 and June 3, 2011. The letter of credit supports the Company’s commercial self-insurance program.

XML

Note 6

6 Months Ended

Dec. 02, 2011

Note 6

6. As of October 15, 2011 all stock options expired and there are no instruments related to diluted earnings that are left outstanding.

XML

Note 10

6 Months Ended

Dec. 02, 2011

Note 10

10. 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.

XML

Note 8

6 Months Ended

Dec. 02, 2011

Note 8

8. The Company has a line-of-credit agreement with a local bank that permits borrowing up to $3,000,000. The line-of-credit is subject to the Company’s continued credit worthiness and compliance with the terms and conditions of the loan agreement. The Company’s line-of-credit debt as of December 2, 2011 was $1,378,206 with an interest rate of 3.50%, leaving the Company with $1,621,794 of credit availability. The Company’s line-of-credit debt as of June 3, 2011 was $1,777,567 with an interest rate of 4.00%, leaving the Company with $1,222,433 of credit availability.

XML

Note 9

6 Months Ended

Dec. 02, 2011

Note 9

9. The Company has a note payable with a balance of $6,200,000 as of December 2, 2011.  The loan was established as a construction loan in March 2009 to help fund the construction of a process water treatment facility.  In September 2009, the note converted to a 10-year fixed-rate note at 4.25% for $4,000,000.  In March 2011, the loan was modified by taking the remaining balance of $3,532,700 and adding another $2,900,000 to finance the purchase and implementation of a new Enterprise Resource Planning computer software system.  At that time, the interest rate on the loan was adjusted to 3.52% and the terms were re-established at 15 years for the repayment of the loan.  The Company has been making monthly payments on the note and intends to repay it at the earliest practicable date, as there are no prepayment penalties.

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (USD $)	6 Months Ended
	Dec. 02, 2011	Nov. 26, 2010
CASH FLOWS FROM OPERATING ACTIVITIES
Cash received from customers	$ 66,376,636	$ 62,437,169
Miscellaneous income	65,843	123,657
Cash paid to suppliers and employees	(34,002,689)	(28,660,218)
Cash paid for operating expenses	(30,003,516)	(28,849,734)
Income taxes paid	(268,989)	(1,275,048)
Interest expenses paid	(148,563)	(195,597)
Net cash provided by operating activities	2,018,722	3,580,229
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment	(2,564,251)	(3,216,571)
Proceeds from sale of property, plant and equipment	128,560	61,735
Net cash used in investing activities	(2,435,691)	(3,154,836)
CASH FLOWS FROM FINANCING ACTIVITIES
Debt proceeds	18,403,341	17,259,519
Debt repayments	(18,973,556)	(16,671,253)
Change in checks outstanding in excess of bank balances	638,747	(246,983)
Cash dividends paid	(733,416)	(734,091)
Purchases of treasury shares		(36,960)
Net cash used in financing activities	(664,884)	(429,768)
Net change in cash and cash equivalents	(1,081,853)	(4,375)
Cash and cash equivalents at beginning of period	2,721,638	1,443,801
Cash and cash equivalents at end of period	1,639,785	1,439,426
RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES
Net Income	1,151,656	1,621,800
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,670,752	1,545,998
Gain on sale of property and equipment	(92,385)	(51,785)
Changes in operating assets and liabilities:
Change in receivables - net	(99,217)	(429,308)
Change in inventories	(1,003,494)	(1,112,774)
Change in prepaid expenses	(684,300)	(784,112)
Change in other assets	232,587	26,949
Change in accounts payable	350,247	3,281,829
Change in accrued expenses	117,144	(233,563)
Change in salary continuation	(50,422)	(46,774)
Change in accrued income taxes	426,154	(238,031)
Net cash provided by operating activities	$ 2,018,722	$ 3,580,229

XML

Note 5

6 Months Ended

Dec. 02, 2011

Note 5

5. Inventories are stated at the lower of cost or market. Cost is computed on the first-in, first-out method.