(X)
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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( )
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
|
Title Of Class | Name of exchange on which registered |
Common Stock, Par Value $0.662/3
|
NASDAQ Stock Market, LLC
|
Class | Outstanding at June 30, 2015 |
Common Stock, Par Value $0.662/3 | 11,291,757 shares |
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Name and Age | Position and Offices with Management |
Mark W. McCutcheon, 60
|
Mr. McCutcheon is Chairman of the Board, Chief Executive Officer and President of the Company and President of Golden Flake. He was elected Chairman of the Board on July 22, 2010, President and Chief Executive Officer of the Company on April 4, 2001 and President of Golden Flake on November 1, 1998. He has been employed by Golden Flake or the Company since 1980. Mr. McCutcheon is elected to his positions on an annual basis and his present terms of office will expire on June 3, 2016.
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Patty Townsend, 57
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Ms. Townsend is Chief Financial Officer, Vice President and Secretary of the Company. She was elected Chief Financial Officer, Vice-President and Secretary of the Company on March 1, 2004. She has been employed with the Company since 1988. Ms. Townsend is elected to her positions on an annual basis, and her present terms of office will expire on June 3, 2016.
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Paul R. Bates, 61
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Mr. Bates is Executive Vice-President of Sales, Marketing and Transportation for Golden Flake. He has held these positions since October 26, 1998. Mr. Bates was Vice-President of Sales from October 1, 1994 to 1998. Mr. Bates has been employed by Golden Flake since March 1979. Mr. Bates is elected to his positions on an annual basis, and his present terms of office will expire on June 3, 2016.
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David A. Jones, 63
|
Mr. Jones is Executive Vice-President of Operations, Human Resources and Quality Control for Golden Flake. He has held these positions since May 20, 2002. Mr. Jones was Vice-President of Manufacturing from 1998 to 2002 and Vice-President of Operations from 2000 to 2002. Mr. Jones has been employed by Golden Flake since 1984. Mr. Jones is elected to his positions on an annual basis, and his present terms of office will expire on June 3, 2016.
|
Market Price | ||||||||||||
High
|
Low
|
Dividend
|
||||||||||
Quarter
Year Ended 2015
|
Price
|
Price
|
Paid
Per share
|
|||||||||
First quarter (13 weeks ended August 29, 2014)
|
$ | 4.84 | $ | 3.86 | $ | .0313 | ||||||
Second quarter (13 weeks ended November 28, 2014)
|
4.85 | 3.85 | .0313 | |||||||||
Third quarter (13 weeks ended February 27, 2015)
|
4.48 | 3.20 | .0313 | |||||||||
Fourth quarter (13 weeks ended May 29, 2015)
|
4.20 | 3.66 | .0313 | |||||||||
High
|
Low
|
Dividend
|
||||||||||
Quarter
Year Ended 2014
|
Price
|
Price
|
Paid
Per share
|
|||||||||
First quarter (13 weeks ended August 30, 2013)
|
$ | 3.67 | $ | 3.36 | $ | .0313 | ||||||
Second quarter (13 weeks ended November 29, 2013)
|
4.36 | 3.46 | .0313 | |||||||||
Third quarter (13 weeks ended February 28, 2014)
|
4.30 | 3.85 | .0313 | |||||||||
Fourth quarter (13 weeks ended May 30, 2014)
|
4.90 | 4.10 | .0313 |
Plan category
|
Number of securities to be
issued upon exercise of out-
standing options, warrants
and rights
(a)
|
Weighted-average exercise
price of outstanding options,
warrants and rights
(b)
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a)
(c)
|
Equity compensation plans
approved by security holders
|
310,000
|
$3.84
|
440,000
|
Equity compensation plans
not approved by security
holders
|
0
|
0
|
0
|
Total
|
310,000
|
$3.84
|
440,000
|
Manufactured Products-Resale Products
|
||||||||||||||||
2015
|
2014
|
|||||||||||||||
Sales
|
%
|
%
|
||||||||||||||
Manufactured Products
|
$ | 106,983,774 | 81.2 | % | $ | 110,130,309 | 81.0 | % | ||||||||
Resale Products
|
24,740,947 | 18.8 | % | 25,766,586 | 19.0 | % | ||||||||||
Total
|
$ | 131,724,721 | 100.0 | % | $ | 135,896,895 | 100.0 | % | ||||||||
Gross Margin
|
%
|
%
|
||||||||||||||
Manufactured Products
|
$ | 55,203,519 | 51.6 | % | $ | 55,489,556 | 50.4 | % | ||||||||
Resale Products
|
10,389,057 | 42.0 | % | 10,742,719 | 41.7 | % | ||||||||||
Total
|
$ | 65,592,576 | 49.8 | % | $ | 66,232,275 | 48.7 | % |
Consolidated Balance Sheets
|
- As of May 29, 2015 and May 30, 2014
|
Consolidated Statements of Income
|
- May 29, 2015 and May 30, 2014
|
Consolidated Statements of Changes in Stockholders’ Equity
|
- May 29, 2015 and May 30, 2014
|
Consolidated Statements of Cash Flows
|
- May 29, 2015 and May 30, 2014
|
Notes to Consolidated Financial Statements
|
- May 29, 2015 and May 30, 2014
|
DUDLEY, HOPTON-JONES, SIMS & FREEMAN PLLP | |
Birmingham, Alabama
July 16, 2015
|
ASSETS
|
||||||||
2015
|
Restated 2014
|
|||||||
CURRENT ASSETS
|
||||||||
Cash and cash equivalents
|
$ | 1,159,449 | $ | 1,160,630 | ||||
Receivables:
|
||||||||
Trade accounts
|
11,129,302 | 11,333,609 | ||||||
Other
|
26,387 | 77,415 | ||||||
11,155,689 | 11,411,024 | |||||||
Less: Allowance for doubtful accounts
|
70,000 | 70,000 | ||||||
11,085,689 | 11,341,024 | |||||||
Inventories:
|
||||||||
Raw materials
|
1,781,397 | 2,123,313 | ||||||
Finished goods
|
3,460,800 | 3,536,326 | ||||||
5,242,197 | 5,659,639 | |||||||
Prepaid expenses
|
1,350,201 | 1,277,861 | ||||||
Accrued income taxes
|
476,154 | - | ||||||
Deferred income taxes
|
1,139,433 | 1,395,504 | ||||||
Total current assets
|
20,453,123 | 20,834,658 | ||||||
PROPERTY, PLANT AND EQUIPMENT
|
||||||||
Land
|
2,769,499 | 2,769,499 | ||||||
Buildings
|
18,787,967 | 18,804,228 | ||||||
Machinery and equipment
|
67,543,226 | 66,295,760 | ||||||
Transportation equipment
|
8,268,311 | 7,304,711 | ||||||
97,369,003 | 95,174,198 | |||||||
Less: Accumulated depreciation
|
72,880,525 | 69,502,854 | ||||||
24,488,478 | 25,671,344 | |||||||
OTHER ASSETS
|
||||||||
Cash surrender value of life insurance
|
630,259 | 602,353 | ||||||
Other
|
973,195 | 1,207,743 | ||||||
Total other assets
|
1,603,454 | 1,810,096 | ||||||
TOTAL
|
$ | 46,545,055 | $ | 48,316,098 |
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
2015
|
Restated 2014
|
|||||||
CURRENT LIABILITIES
|
||||||||
Checks outstanding in excess of bank balances
|
$ | 1,068,745 | $ | 1,971,076 | ||||
Accounts payable
|
4,049,333 | 3,719,102 | ||||||
Current portion of long-term debt
|
799,204 | 369,979 | ||||||
Line of credit outstanding
|
2,823,477 | 2,528,511 | ||||||
Accrued income tax
|
- | 378,659 | ||||||
Other accrued expenses
|
5,021,286 | 5,953,171 | ||||||
Salary continuation plan
|
106,148 | 212,970 | ||||||
Total current liabilities
|
13,868,193 | 15,133,468 | ||||||
LONG-TERM LIABILITIES
|
||||||||
Note payable-bank, non-current
|
6,213,513 | 4,944,233 | ||||||
Salary continuation plan
|
921,882 | 920,184 | ||||||
Deferred income taxes
|
3,856,793 | 3,805,221 | ||||||
Total long-term liabilities
|
10,992,188 | 9,669,638 | ||||||
STOCKHOLDERS' EQUITY
|
||||||||
Common stock - $.66 2/3 par value:
|
||||||||
Authorized 35,000,000 shares;
|
||||||||
issued 13,828,793 shares
|
9,219,195 | 9,219,195 | ||||||
Additional paid-in capital
|
6,552,973 | 6,497,954 | ||||||
Retained earnings
|
19,049,500 | 18,728,462 | ||||||
Treasury shares -at cost (2,537,036 shares in 2015, 2,096,161 shares in 2014)
|
(13,136,994 | ) | (10,932,619 | ) | ||||
Total stockholders' equity
|
21,684,674 | 23,512,992 | ||||||
TOTAL
|
$ | 46,545,055 | $ | 48,316,098 |
2015
|
2014
|
|||||||
Net sales
|
$ | 131,724,721 | $ | 135,896,895 | ||||
Cost of sales
|
66,132,145 | 69,664,620 | ||||||
Gross margin
|
65,592,576 | 66,232,275 | ||||||
Selling, general and administrative expenses
|
62,489,402 | 63,396,380 | ||||||
Restructuring charges
|
(49,266 | ) | 1,026,980 | |||||
Operating income
|
3,152,440 | 1,808,915 | ||||||
Other (expenses) income:
|
||||||||
Gain on sale of assets
|
283,256 | 22,693 | ||||||
Interest expense
|
(458,184 | ) | (336,592 | ) | ||||
Other income
|
88,918 | 98,872 | ||||||
Total other (expenses) income
|
(86,010 | ) | (215,027 | ) | ||||
Income before income taxes
|
3,066,430 | 1,593,888 | ||||||
Provision for income taxes
|
1,292,589 | 672,059 | ||||||
Net income
|
$ | 1,773,841 | $ | 921,829 | ||||
PER SHARE OF COMMON STOCK
|
||||||||
Basic earnings
|
$ | 0.15 | $ | 0.08 | ||||
Diluted earnings
|
$ | 0.15 | $ | 0.08 |
Additional
|
Total
|
|||||||||||||||||||
Common
|
Paid-in
|
Retained
|
Treasury
|
Stockholders'
|
||||||||||||||||
Stock
|
Capital
|
Earnings
|
Shares
|
Equity
|
||||||||||||||||
Balance - May 31, 2013
|
$ | 9,219,195 | $ | 6,497,954 | $ | 19,273,214 | $ | (10,932,619 | ) | $ | 24,057,744 | |||||||||
Net income - 2014
|
- | - | 921,829 | - | 921,829 | |||||||||||||||
Cash dividends paid
|
- | - | (1,466,581 | ) | - | (1,466,581 | ) | |||||||||||||
Balance - May 30, 2014
|
9,219,195 | 6,497,954 | 18,728,462 | (10,932,619 | ) | 23,512,992 | ||||||||||||||
Net income - 2015
|
- | - | 1,773,841 | - | 1,773,841 | |||||||||||||||
Cash dividends paid
|
- | - | (1,452,803 | ) | (1,452,803 | ) | ||||||||||||||
Stock compensation earned
|
- | 55,019 | - | 55,019 | ||||||||||||||||
Treasury shares purchased
|
- | - | - | (2,204,375 | ) | (2,204,375 | ) | |||||||||||||
Balance - May 29, 2015
|
$ | 9,219,195 | $ | 6,552,973 | $ | 19,049,500 | $ | (13,136,994 | ) | $ | 21,684,674 |
2015
|
2014
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Cash received from customers
|
$ | 131,980,056 | $ | 135,015,577 | ||||
Interest income
|
1,537 | 1,956 | ||||||
Rental income
|
40,354 | 29,783 | ||||||
Other operating cash payments/receipts
|
47,027 | 67,133 | ||||||
Cash paid to suppliers and employees for cost of goods sold
|
(62,818,142 | ) | (68,774,050 | ) | ||||
Cash paid for suppliers and employees for selling, general and administrative
|
(61,947,388 | ) | (62,094,737 | ) | ||||
Income taxes
|
(1,839,759 | ) | (645,342 | ) | ||||
Interest expense
|
(458,184 | ) | (336,592 | ) | ||||
Net cash provided by operating activities
|
5,005,501 | 3,263,728 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Purchase of property, plant and equipment
|
(2,725,450 | ) | (2,380,287 | ) | ||||
Proceeds from sale of property, plant and equipment
|
284,806 | 48,125 | ||||||
Net cash used in investing activities
|
(2,440,644 | ) | (2,332,162 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Debt proceeds
|
32,055,763 | 35,726,909 | ||||||
Debt repayments
|
(30,062,292 | ) | (35,316,537 | ) | ||||
Change in checks outstanding in excess of bank balances
|
(902,331 | ) | 528,162 | |||||
Purchases of treasury shares
|
(2,204,375 | ) | - | |||||
Cash dividends paid
|
(1,452,803 | ) | (1,466,581 | ) | ||||
Net cash used in financing activities
|
(2,566,038 | ) | (528,047 | ) | ||||
NET (DECREASE) INCREASE IN CASH AND
|
||||||||
CASH EQUIVALENTS
|
(1,181 | ) | 403,519 | |||||
CASH AND CASH EQUIVALENTS AT
|
||||||||
BEGINNING OF YEAR
|
1,160,630 | 757,111 | ||||||
CASH AND CASH EQUIVALENTS AT
|
||||||||
END OF YEAR
|
$ | 1,159,449 | $ | 1,160,630 |
2015
|
2014
|
|||||||
Net income
|
$ | 1,773,841 | $ | 921,829 | ||||
Adjustment to reconcile net income to net cash provided
|
||||||||
by operating activities:
|
||||||||
Depreciation
|
3,906,766 | 3,778,563 | ||||||
Deferred income taxes
|
307,643 | (298,467 | ) | |||||
Stock Based Compensation
|
55,019 | - | ||||||
Gain on sale of property and equipment
|
(283,256 | ) | (22,693 | ) | ||||
Change in receivables-net
|
255,335 | (881,318 | ) | |||||
Change in inventories
|
417,442 | (703,826 | ) | |||||
Change in prepaid expenses
|
(72,340 | ) | 276,876 | |||||
Change in cash surrender value of insurance
|
(27,906 | ) | 93,408 | |||||
Change in other assets - other
|
234,548 | 434,287 | ||||||
Change in accounts payable
|
330,231 | (1,089,964 | ) | |||||
Change in accrued expenses
|
(931,885 | ) | 526,154 | |||||
Change in salary continuation plan
|
(105,124 | ) | (96,305 | ) | ||||
Change in accrued income taxes
|
(854,813 | ) | 325,184 | |||||
Net cash provided by operating activities
|
$ | 5,005,501 | $ | 3,263,728 |
May 30, 2014
|
||||||||
As Originally
Reported
|
As Restated
|
|||||||
Working capital
|
$ | 4,865,358.00 | $ | 5,701,190.00 | ||||
Current Ratio
|
1.32 | 1.38 |
May 30, 2014
|
||||||||
As Originally
Reported
|
As Restated
|
|||||||
ASSETS
|
||||||||
CURRENT ASSETS
|
||||||||
Cash and cash equivalents
|
$ | 1,160,630 | $ | 1,160,630 | ||||
Receivables:
|
||||||||
Trade Accounts
|
11,333,609 | 11,333,609 | ||||||
Other
|
77,415 | 77,415 | ||||||
11,411,024 | 11,411,024 | |||||||
Less: Allowance for doubtful accounts
|
70,000 | 70,000 | ||||||
11,341,024 | 11,341,024 | |||||||
Inventories:
|
||||||||
Raw materials
|
2,123,313 | 2,123,313 | ||||||
Finished goods
|
3,536,326 | 3,536,326 | ||||||
5,659,639 | 5,659,639 | |||||||
Prepaid expenses
|
1,277,861 | 1,277,861 | ||||||
Deferred income taxes
|
559,672 | 1,395,504 | ||||||
Total current assets
|
19,998,826 | 20,834,658 | ||||||
PROPERTY, PLANT AND EQUIPMENT
|
||||||||
Land
|
2,769,499 | 2,769,499 | ||||||
Buildings
|
18,804,228 | 18,804,228 | ||||||
Machinery and equipment
|
66,295,760 | 66,295,760 | ||||||
Transportation equipment
|
7,304,711 | 7,304,711 | ||||||
95,174,198 | 95,174,198 | |||||||
Less: Accumulated depreciation
|
69,502,854 | 69,502,854 | ||||||
25,671,344 | 25,671,344 | |||||||
OTHER ASSETS
|
||||||||
Cash surrender value of life insurance
|
602,353 | 602,353 | ||||||
Other
|
1,207,743 | 1,207,743 | ||||||
Total other assets
|
1,810,096 | 1,810,096 | ||||||
Total Assets
|
$ | 47,480,266 | $ | 48,316,098 |
May 30, 2014
|
||||||||
As Originally
Reported
|
As Restated
|
|||||||
LIABILITIES AND STOCKHOLDER'S EQUITY
|
||||||||
CURRENT LIABILITIES
|
||||||||
Checks outstanding in excess of bank balances
|
$ | 1,971,076 | $ | 1,971,076 | ||||
Accounts payable
|
3,719,102 | 3,719,102 | ||||||
Current portion of long-term debt
|
369,979 | 369,979 | ||||||
Line of credit outstanding
|
2,528,511 | 2,528,511 | ||||||
Accrued income tax
|
378,659 | 378,659 | ||||||
Other accrued expenses
|
5,953,171 | 5,953,171 | ||||||
Salary continuation plan
|
212,970 | 212,970 | ||||||
Total current liabilities
|
15,133,468 | 15,133,468 | ||||||
LONG-TERM LIABILITIES
|
||||||||
Notes payable - bank, non-current
|
4,944,233 | 4,944,233 | ||||||
Salary continuation plan
|
920,184 | 920,184 | ||||||
Deferred income taxes
|
2,969,389 | 3,805,221 | ||||||
Total long-term liabilities
|
8,833,806 | 9,669,638 | ||||||
STOCKHOLDER'S EQUITY
|
||||||||
Common stock - $.66-2/3 par value:
|
||||||||
Authorized 35,000,000 shares;
|
||||||||
issued 13,828,793 shares
|
9,219,195 | 9,219,195 | ||||||
Additional paid-in capital
|
6,497,954 | 6,497,954 | ||||||
Retained earnings
|
18,728,462 | 18,728,462 | ||||||
Treasury shares -at cost (2,537,036 shares in 2015, 2,096,161 shares in 2014)
|
(10,932,619 | ) | (10,932,619 | ) | ||||
Total stockholder's equity
|
23,512,992 | 23,512,992 | ||||||
Total liabilities and stockholders' equity
|
$ | 47,480,266 | $ | 48,316,098 |
2015
|
2014
|
|||||||
Truck shop supplies
|
$ | 320,622 | $ | 351,985 | ||||
Insurance deposit
|
48,548 | 58,548 | ||||||
Prepaid marketplace spending
|
201,373 | 274,571 | ||||||
Prepaid insurance
|
369,864 | 274,389 | ||||||
Prepaid taxes and licenses
|
113,042 | 88,858 | ||||||
Prepaid dues and supplies
|
- | 7,742 | ||||||
Other prepaid
|
296,752 | 221,768 | ||||||
$ | 1,350,201 | $ | 1,277,861 |
2015
|
2014
|
|||||||
Accrued payroll
|
$ | 483,803 | $ | 956,839 | ||||
Self insurance liability
|
1,472,182 | 1,349,181 | ||||||
Accrued vacation
|
1,253,957 | 1,465,871 | ||||||
Other accrued expenses
|
1,811,344 | 2,181,280 | ||||||
$ | 5,021,286 | $ | 5,953,171 |
In March 2009, the Company established a construction line of credit with interest-only payments due through the end of the construction period at a fixed rate of 4.25%. In September 2009, the loan converted to a 10-year, 4.25% fixed rate equipment note, payable in equal monthly installments based on the final amount drawn during the construction period which was $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 implementation of a new Enterprise Resource Planning 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 new amount of the loan.
|
||||||||
2015
|
2014
|
|||||||
Total equipment note payable
|
$ | 4,944,233 | $ | 5,314,212 | ||||
Less: current portion
|
(382,939 | ) | (369,979 | ) | ||||
Total non current portion
|
$ | 4,561,294 | $ | 4,944,233 | ||||
In January 2015, the Company established a note in the amount of $2,204,375 in order to fund the purchase of 440,875 shares of treasury stock. The note is dated January 30th, 2015 and is to be repaid over 5 years at 3.3%.
|
||||||||
2015 | 2014 | |||||||
Total stock buyback
|
$ | 2,068,484 | $ | - | ||||
Less: current portion
|
(416,265 | ) | - | |||||
Total non current portion
|
$ | 1,652,219 | $ | - | ||||
2015 | 2014 | |||||||
Total equipment and stock buyback note payable
|
$ | 7,012,717 | $ | 5,314,212 | ||||
Less: current portion
|
(799,204 | ) | (369,979 | ) | ||||
Total non current portion
|
$ | 6,213,513 | $ | 4,944,233 |
2015
|
2014
|
|||||||
Salary continuation plan
|
$ | 1,028,030 | $ | 1,133,154 | ||||
Less: current portion
|
(106,148 | ) | (212,970 | ) | ||||
Total non current portion
|
$ | 921,882 | $ | 920,184 |
2015
|
2014
|
|||||||
Current:
|
||||||||
Federal
|
$ | 797,788 | $ | 786,126 | ||||
State
|
187,158 | 184,400 | ||||||
984,946 | 970,526 | |||||||
Deferred:
|
||||||||
Federal
|
249,191 | (241,758 | ) | |||||
State
|
58,452 | (56,709 | ) | |||||
307,643 | (298,467 | ) | ||||||
Total
|
$ | 1,292,589 | $ | 672,059 |
2015
|
2014
|
|||||||
Tax on income at statutory rates
|
$ | 1,042,483 | $ | 541,921 | ||||
Increase resulting from:
|
||||||||
State income taxes, less Federal income tax effect
|
123,525 | 121,704 | ||||||
Other - net
|
126,581 | 8,434 | ||||||
Total
|
$ | 1,292,589 | $ | 672,059 |
2015
|
2014
|
|||||||
Deferred tax assets
|
||||||||
Salary continuation plan
|
$ | 390,651 | $ | 430,599 | ||||
Accrued vacation
|
476,504 | 557,032 | ||||||
Inventory capitalization
|
80,430 | 96,923 | ||||||
Allowance for doubtful accounts
|
26,600 | 26,600 | ||||||
Other accrued expenses
|
165,248 | 284,350 | ||||||
Gross deferred tax assets before valuation allowance
|
1,139,433 | 1,395,504 | ||||||
Less valuation allowance
|
- | - | ||||||
Total deferred tax assets
|
1,139,433 | 1,395,504 | ||||||
Deferred tax liabilities
|
||||||||
Property and equipment
|
3,780,271 | 3,700,884 | ||||||
Prepaid expenses
|
76,522 | 104,337 | ||||||
Total deferred tax liabilities
|
3,856,793 | 3,805,221 | ||||||
Net deferred tax liability
|
$ | 2,717,360 | $ | 2,409,717 |
2015
|
2014
|
|||||||
Accrued salary continuation plan - beginning of year
|
$ | 1,133,154 | $ | 1,229,459 | ||||
Benefits accrued
|
134,876 | 143,695 | ||||||
Benefits paid
|
(240,000 | ) | (240,000 | ) | ||||
Accrued salary continuation plan - end of year
|
$ | 1,028,030 | $ | 1,133,154 |
2015 | 2014 | |||||||||||||||
Weighted
|
Weighted
|
|||||||||||||||
Average
|
Average
|
|||||||||||||||
Exercise
|
Exercise
|
|||||||||||||||
Shares
|
Price
|
Shares
|
Price
|
|||||||||||||
Outstanding - beginning of year
|
- | $ | - | - | $ | - | ||||||||||
Granted
|
310,000 | 3.84 | - | - | ||||||||||||
Exercised
|
- | - | - | - | ||||||||||||
Forfeited
|
- | - | - | - | ||||||||||||
Cancelled
|
- | - | - | - | ||||||||||||
Outstanding - end of year
|
310,000 | $ | 3.84 | - | $ | - |
Average Common Stock Shares | ||||||||
2015
|
2014
|
|||||||
Basic weighted average shares outstanding
|
11,552,164 | 11,732,632 | ||||||
Effect of options
|
30,235 | - | ||||||
11,582,399 | 11,732,632 |
2016
|
151,102
|
|
2017
|
151,102
|
|
2018
|
151,102
|
|
2019
|
88,143
|
|
2020
|
-
|
2015
|
2014
|
|||||||
Maintenance and repairs
|
$ | 6,569,215 | $ | 6,909,152 | ||||
Depreciation
|
3,906,766 | 3,778,563 | ||||||
Payroll taxes
|
2,103,563 | 2,204,506 |
Restructuring accrual – May 30, 2014
|
$ | 491,340 | ||
Cash payments
|
(442,074 | ) | ||
Adjust Remaining Liability
|
(49,266 | ) | ||
Restructuring accrual – May 29, 2015
|
$ | - |
(a) 3.
|
Exhibits
|
(3)
|
Articles of Incorporation and By-laws of Golden Enterprises, Inc.
|
3.1
|
Certificate of Incorporation of Golden Enterprises, Inc. (originally known as “Golden Flake, Inc.”) dated December 11, 1967 (incorporated by reference to Exhibit 3.1 to Golden Enterprises, Inc. May 31, 2004 Form 10-K filed with the Commission).
|
3.2
|
Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated December 22, 1976 (incorporated by reference to Exhibit 3.2 to Golden Enterprises, Inc. May 31, 2004 Form 10-K filed with the Commission).
|
3.3
|
Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated October 2, 1978 (incorporated by reference to Exhibit 3 to Golden Enterprises, Inc. May 31, 1979 Form 10-K filed with the Commission).
|
3.4
|
Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated October 4, 1979 (incorporated by reference to Exhibit 3 to Golden Enterprises, Inc. May 31, 1980 Form 10-K filed with the Commission).
|
3.5 |
Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated September 24, 1982 (incorporated by reference to Exhibit 3.1 to Golden Enterprises, Inc. May 31, 1983 Form 10-K filed with the Commission).
|
3.6
|
Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated September 22, 1983 (incorporated by reference to Exhibit 19.1 to Golden Enterprises, Inc. Form 10-Q Report for the quarter ended November 30, 1983 filed with the Commission).
|
3.7
|
Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated October 3, 1985 (incorporated by reference to Exhibit 19.1 to Golden Enterprises, Inc. Form 10-Q Report for the quarter ended November 30, 1985 filed with the Commission).
|
3.8
|
Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated September 23, 1987 (incorporated by reference to Exhibit 3.1 to Golden Enterprises, Inc. May 31, 1988 Form 10-K filed with the Commission).
|
3.9
|
By-Laws of Golden Enterprises, Inc. (incorporated by reference to Exhibit 3.4 to Golden Enterprises, Inc. May 31, 1988 Form 10-K filed with the Commission).
|
(10)
|
Material Contracts
|
10.1
|
A Form of Indemnity Agreement executed by and between Golden Enterprises, Inc. and Each of Its Directors (incorporated by reference as Exhibit 19.1 to Golden Enterprises, Inc. Form 10-Q Report for the quarter ended November 30, 1987 filed with the Commission).
|
10.2
|
Amended and Restated Salary Continuation Plans for John S. Stein (incorporated by reference to Exhibit 19.1 to Golden Enterprises, Inc. May 31, 1990 Form 10-K filed with the Commission).
|
10.3
|
Indemnity Agreement executed by and between the Company and J. Wallace Nall, Jr. (incorporated by reference as Exhibit 19.4 to Golden Enterprises, Inc. May 31, 1991 Form 10-K filed with the Commission).
|
10.4
|
Salary Continuation Plans - Retirement, Disability and Death Benefits for F. Wayne Pate (incorporated by reference to Exhibit 19.1 to Golden Enterprises, Inc. May 31, 1992 Form 10-K filed with the Commission).
|
10.5
|
Indemnity Agreement executed by and between the Registrant and F. Wayne Pate (incorporated by reference as Exhibit 19.3 to Golden Enterprises, Inc. May 31, 1992 Form 10-K filed with the Commission).
|
10.9
|
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 (incorporated by reference to Exhibit 10.24 to Golden Enterprises, Inc. January 13, 2011 Form 10-Q filed with the Commission).
|
10.26 | A Purchase Agreement was executed by and between Golden Flake Snack Foods, Inc. as Seller, and Redwine Property Management, Inc. as Purchaser, with a transfer date of July 25, 2014, for the sale of real property and improvements located thereon in Decatur, Georgia (incorporated by reference to Exhibit 10.26 to Golden Enterprises, Inc. May 30, 2014 Form 10-K filed with the Commission). |
14.1
|
Golden Enterprises, Inc.’s Code of Conduct and Ethics adopted by the Board of Directors on April 8, 2004 (incorporated by reference to Exhibit 14.1 to Golden Enterprises, Inc. May 31, 2004 Form 10-K filed with the Commission).
|
(18)
|
Letter Re: Change in Accounting Principles
|
18.1
|
Letter from the Registrant’s Independent Accountant dated 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.’s 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
|
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.’s June 3, 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
|
By /s/Patty Townsend | August 20, 2015 |
Patty Townsend
Vice President, Secretary and Principal Financial
Officer
|
Date |
Signature
|
Title
|
Date
|
||
/s/Mark W. McCutcheon
|
Chairman of the Board, Chief
|
August 20, 2015
|
||
Mark W. McCutcheon
|
Executive Officer, and President
|
|||
/s/Patty Townsend
|
Vice President, Secretary and
|
August 20, 2015
|
||
Patty Townsend
|
Principal Financial Officer
|
|||
/s/F. Wayne Pate
|
Director
|
August 20, 2015
|
||
F. Wayne Pate
|
||||
/s/Edward R. Pascoe
|
Director
|
August 20, 2015
|
||
Edward R. Pascoe
|
||||
/s/John P. McKleroy, Jr.
|
Director
|
August 20, 2015
|
||
John P. McKleroy, Jr.
|
||||
/s/John S.P. Samford
|
Director
|
August 20, 2015
|
||
John S.P. Samford
|
||||
/s/J. Wallace Nall, Jr.
|
Director
|
August 20, 2015
|
||
J. Wallace Nall, Jr.
|
||||
/s/Joann F. Bashinsky
|
Director
|
August 20, 2015
|
||
Joann F. Bashinsky
|
||||
/s/Paul R. Bates
|
Executive Vice-President
|
August 20, 2015
|
||
Paul R. Bates
|
and Director
|
|||
/s/David A. Jones
|
Executive Vice-President
|
August 20, 2015
|
||
David A. Jones
|
and Director
|
|||
/s/William B. Morton, Jr.
|
Director
|
August 20, 2015
|
||
William B. Morton, Jr.
|
||||
/s/John S. Stein III
|
Director
|
August 20, 2015
|
||
John S. Stein III
|
Additions
|
||||||||||||||||
Balance at
|
Charged to
|
Balance
|
||||||||||||||
Beginning
|
Costs and
|
at End
|
||||||||||||||
Allowance for Doubtful Accounts
|
of Year
|
Expenses
|
Deductions
|
of Year
|
||||||||||||
Year ended May 30, 2014
|
$ | 70,000 | $ | 0 | $ | 0 | $ | 70,000 | ||||||||
Year ended May 29, 2015
|
$ | 70,000 | $ | 0 | $ | 0 | $ | 70,000 |
INDEX TO EXHIBITS
|
|
3.1
|
Certificate of Incorporation of Golden Enterprises, Inc. (originally known as “Golden Flake, Inc.”) dated December 11, 1967 (incorporated by reference to Exhibit 3.1 to Golden Enterprises, Inc. May 31, 2004 Form 10-K filed with the Commission).
|
3.2
|
Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated December 22, 1976 (incorporated by reference to Exhibit 3.2 to Golden Enterprises, Inc. May 31, 2004 Form 10-K filed with the Commission).
|
3.3
|
Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated October 2, 1978 (incorporated by reference to Exhibit 3 to Golden Enterprises, Inc. May 31, 1979 Form 10-K filed with the Commission).
|
3.4
|
Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated October 4, 1979 (incorporated by reference to Exhibit 3 to Golden Enterprises, Inc. May 31, 1980 Form 10-K filed with the Commission).
|
3.5
|
Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated September 24, 1982 (incorporated by reference to Exhibit 3.1 to Golden Enterprises, Inc. May 31, 1983 Form 10-K filed with the Commission).
|
3.6
|
Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated September 22, 1983 (incorporated by reference to Exhibit 19.1 to Golden Enterprises, Inc. Form 10-Q Report for the quarter ended November 30, 1983 filed with the Commission).
|
3.7
|
Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated October 3, 1985 (incorporated by reference to Exhibit 19.1 to Golden Enterprises, Inc. Form 10-Q Report for the quarter ended November 30, 1985 filed with the Commission).
|
3.8
|
Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated September 23, 1987 (incorporated by reference to Exhibit 3.1 to Golden Enterprises, Inc. May 31, 1988 Form 10-K filed with the Commission).
|
3.9
|
By-Laws of Golden Enterprises, Inc. (incorporated by reference to Exhibit 3.4 to Golden Enterprises, Inc. May 31, 1988 Form 10-K filed with the Commission).
|
(10)
|
Material Contracts
|
10.1
|
A Form of Indemnity Agreement executed by and between Golden Enterprises, Inc. and Each of Its Directors (incorporated by reference as Exhibit 19.1 to Golden Enterprises, Inc. Form 10-Q Report for the quarter ended November 30, 1987 filed with the Commission).
|
10.2
|
Amended and Restated Salary Continuation Plans for John S. Stein (incorporated by reference to Exhibit 19.1 to Golden Enterprises, Inc. May 31, 1990 Form 10-K filed with the Commission).
|
10.3
|
Indemnity Agreement executed by and between the Company and J. Wallace Nall, Jr. (incorporated by reference as Exhibit 19.4 to Golden Enterprises, Inc. May 31, 1991 Form 10-K filed with the Commission).
|
10.4
|
Salary Continuation Plans - Retirement, Disability and Death Benefits for F. Wayne Pate (incorporated by reference to Exhibit 19.1 to Golden Enterprises, Inc. May 31, 1992 Form 10-K filed with the Commission).
|
10.5
|
Indemnity Agreement executed by and between the Registrant and F. Wayne Pate (incorporated by reference as Exhibit 19.3 to Golden Enterprises, Inc. May 31, 1992 Form 10-K filed with the Commission).
|
10.9
|
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 (incorporated by reference to Exhibit 10.24 to Golden Enterprises, Inc. January 13, 2011 Form 10-Q filed with the Commission) |
10.26 | A Purchase Agreement was executed by and between Golden Flake Snack Foods, Inc. as Seller, and Redwine Property Management, Inc. as Purchaser, with a transfer date of July 25, 2014, for the sale of real property and improvements located thereon in Decatur, Georgia (incorporated by reference to Exhibit 10.26 to Golden Enterprises, Inc. May 30, 2014 Form 10-K filed with the Commission). |
14.1
|
Golden Enterprises, Inc.’s Code of Conduct and Ethics adopted by the Board of Directors on April 8, 2004 (incorporated by reference to Exhibit 14.1 Golden Enterprises, Inc. May 31, 2004 Form 10-K filed with the Commission).
|
(18)
|
Letter Re: Change in Accounting Principles
|
18.1 | Letter from the Registrant’s Independent Accountant dated August 12, 2005 indicating a change in the method of applying accounting practices followed by the Registrant for the fiscal year ended June 3, 2005 (incorporated by reference to Exhibit 18.1 to Golden Enterprises, Inc.’s 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
|
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.’s June 3, 2005 Form 10-K filed with the Commission).
|
Restatement Adjustments on Consolidated Balance Sheet (Parenthetical) (Detail) - $ / shares |
May. 29, 2015 |
May. 30, 2014 |
---|---|---|
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Common stock, par value | $ 0.667 | $ 0.667 |
Common stock, shares authorized | 35,000,000 | 35,000,000 |
Common stock, shares issued | 13,828,793 | 13,828,793 |
Treasury stock, shares | 2,537,036 | 2,096,161 |
As Originally Reported [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Common stock, par value | $ 0.667 | |
Common stock, shares authorized | 35,000,000 | |
Common stock, shares issued | 13,828,793 | |
Treasury stock, shares | 2,537,036 |
Long-term Incentive Plans (Schedule of Stock Option Transactions) (Detail) - 12 months ended May. 29, 2015 - 2014 Plan [Member] - $ / shares |
Total |
---|---|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, granted | 310,000 |
Shares, exercised | 0 |
Shares, forfeited | 0 |
Shares, cancelled | 0 |
Shares, outstanding - end of year | 310,000 |
Weighted average exercise price, granted | $ 3.84 |
Weighted average exercise price, exercised | 0 |
Weighted average exercise price, forfeited | 0 |
Weighted average exercise price, Cancelled | 0 |
Weighted average exercise price, outstanding - end of year | $ 3.84 |
Income Taxes (Schedule of Provision for Income Taxes) (Detail) - USD ($) |
12 Months Ended | |
---|---|---|
May. 29, 2015 |
May. 30, 2014 |
|
Current: | ||
Federal | $ 797,788 | $ 786,126 |
State | 187,158 | 184,400 |
Total current | 984,946 | 970,526 |
Deferred: | ||
Federal | 249,191 | (241,758) |
State | 58,452 | (56,709) |
Total deferred | 307,643 | (298,467) |
Total | $ 1,292,589 | $ 672,059 |
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