FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly (thirteen and thirty-nine weeks)
period ended February 27, 2009
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-4339
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GOLDEN ENTERPRISES, INC.
------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 63-0250005
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Golden Flake Drive
Birmingham, Alabama 35205
---------------------------------------- --------------
(Address of Principle Executive Offices) (Zip Code)
(205) 458-7316
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes (X) No ( )
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer, or a smaller reporting company
(as defined in Rule 12b-2 of the Act). (Check one):
Large accelerated filer ___ Accelerated filer ___
Non-accelerated filer ___ Smaller reporting company _X_
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes ( ) No (X)
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of March 31, 2009.
Outstanding at
Class March 31, 2009
----- --------------
Common Stock, Par Value $0.66 2/3 11,746,632
GOLDEN ENTERPRISES, INC.
INDEX
Part I. FINANCIAL INFORMATION Page No.
Item 1 Financial Statements (unaudited)
Condensed Consolidated Balance Sheets
February 27, 2009 (unaudited) and May 30, 2008 3
Condensed Consolidated Statements of Operations (unaudited)
Thirteen Weeks and Thirty-Nine Weeks Ended February 27, 2009
and February 29, 2008 4
Condensed Consolidated Statements of Cash Flows
(unaudited) - Thirty-Nine Weeks Ended February 27, 2009
and February 29, 2008 5
Notes to Condensed Consolidated Financial
Statements (unaudited) 7
Report of Independent Registered Public Accounting Firm 9
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Item 3 Quantitative and Qualitative
Disclosure About Market Risk 13
Item 4 Controls and Procedures 13
Part II. OTHER INFORMATION 14
Item 1 Legal Proceedings 14
Item 1-A Risk Factors 14
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 14
Item 3 Defaults Upon Senior Securities 15
Item 4 Submission of Matters to a Vote of Security Holders 15
Item 5 Other Information 15
Item 6 Exhibits 16
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited) (Audited)
February 27, May 30,
2009 2008
-------------- --------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 2,498,537 $ 442,756
Receivables, net 8,357,851 7,940,547
Inventories:
Raw materials and supplies 1,502,615 1,467,400
Finished goods 3,558,953 2,870,698
-------------- --------------
5,061,568 4,338,098
Prepaid expenses 2,088,616 1,642,959
Deferred income taxes 649,420 649,420
-------------- --------------
Total current assets 18,655,992 15,013,780
Property, plant and equipment, net 12,927,488 14,629,336
Other assets 2,228,138 2,592,929
-------------- --------------
Total $ 33,811,618 $ 32,236,045
============== ==============
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Checks outstanding in excess of bank balances $ 1,400,534 $ 817,370
Accounts payable 3,721,475 3,567,939
Accrued income taxes 392,373 160,619
Other accrued expenses 4,552,150 4,989,684
Salary continuation plan 140,127 131,993
Line of credit outstanding 1,979,008 1,484,368
-------------- --------------
Total current liabilities 12,185,667 11,151,973
LONG-TERM LIABILITIES
Salary continuation plan 1,433,344 1,499,421
Deferred income taxes 620,077 620,077
-------------- --------------
Total long-term liabilities 2,053,421 2,119,498
STOCKHOLDER'S EQUITY
Common stock - $.66-2/3 par value:
35,000,000 shares authorized
Issued 13,828,793 shares 9,219,195 9,219,195
Additional paid-in capital 6,497,954 6,497,954
Retained earnings 14,744,180 14,060,942
-------------- --------------
30,461,329 29,778,091
Less: Cost of common shares in treasury (2,082,161 shares at
February 27, 2009 and 2,039,886 shares at May 30, 2008) (10,888,799) (10,813,517)
-------------- --------------
Total stockholder's equity 19,572,530 18,964,574
-------------- --------------
Total $ 33,811,618 $ 32,236,045
============== ==============
See Accompanying Notes to Condensed Consolidated Financial Statements
3
GOLDEN ENTERPRISES, INC. AND SUDSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Thirteen Thirteen Thirty-Nine Thirty-Nine
Weeks Weeks Weeks Weeks
Ended Ended Ended Ended
February 27, 2009 February 29, 2008 February 27, 2009 February 29, 2008
------------------- ------------------- ------------------- -------------------
Net sales $ 30,162,920 $ 27,633,971 $ 89,168,938 $ 83,532,958
Cost of sales 15,682,764 14,797,878 46,859,630 43,419,434
------------------ ------------------- ------------------- -------------------
Gross margin 14,480,156 12,836,093 42,309,308 40,113,524
Selling, general and administrative
expenses 13,330,016 12,881,611 40,219,194 38,550,418
------------------ ------------------- ------------------- -------------------
Operating income (loss) 1,150,140 (45,518) 2,090,114 1,563,106
Other income (expenses):
Gain on sale of assets 37,265 32,664 886,943 77,409
Interest expense (41,550) (70,960) (149,802) (145,878)
Other income 32,688 53,461 57,875 153,587
------------------ ------------------- ------------------- -------------------
Total other income (expenses) 28,403 15,165 795,016 85,118
------------------ ------------------- ------------------- -------------------
Income before income taxes 1,178,543 (30,353) 2,885,130 1,648,224
Income taxes 443,784 (3,563) 1,097,787 637,316
------------------ ------------------- ------------------- -------------------
Net income (loss) $ 734,759 $ (26,790) $ 1,787,343 $ 1,010,908
================== =================== =================== ===================
PER SHARE OF COMMON STOCK
Basic earnings $ 0.06 $ - $ 0.15 $ 0.09
Diluted earnings $ 0.06 $ - $ 0.15 $ 0.09
Weighted average number of common
stock shares outstanding:
Basic 11,746,632 11,812,150 11,762,658 11,824,393
Diluted 11,746,632 11,812,150 11,762,658 11,824,393
Cash dividends paid per share of
common stock $ 0.0313 $ 0.0313 $ 0.0939 $ 0.0939
See Accompanying Notes to Condensed Consolidated Financial Statements
4
GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Thirty-Nine Thirty-Nine
Weeks Ended Weeks Ended
February 27, 2009 February 29, 2008
------------------ ------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Cash received from customers $ 88,751,634 $ 84,600,917
Miscellaneous income 57,875 153,587
Cash paid to suppliers & employees (46,189,448) (43,269,936)
Cash paid for operating expenses (40,292,435) (38,895,127)
Income taxes paid (866,033) (1,101,476)
Interest expenses paid (149,802) (145,878)
------------------ ------------------
Net cash provided by operating activities 1,311,791 1,342,087
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment (1,890,969) (1,735,619)
Proceeds from sale of property, plant and equipment 2,736,542 82,150
Collection of notes receivable - 43,160
------------------ ------------------
Net cash provided by (used in) investing activities 845,573 (1,610,309)
CASH FLOWS FROM FINANCING ACTIVITIES
Debt proceeds 15,635,605 18,411,922
Debt repayments (15,140,965) (17,310,421)
Change in checks outstanding in excess of bank
balances 583,164 (95,056)
Cash dividends paid (1,104,105) (1,108,768)
Purchases of treasury shares (75,282) (107,341)
------------------ ------------------
Net cash used in financing activities (101,583) (209,664)
------------------ ------------------
Net change in cash and cash equivalents 2,055,781 (477,886)
Cash and cash equivalents at beginning of period 442,756 706,852
------------------ ------------------
Cash and cash equivalents at end of period $ 2,498,537 $ 228,966
================== ==================
See Accompanying Notes to Condensed Consolidated Financial Statements
5
GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - CONTINUED
RECONCILIATION OF NET INCOME TO NET CASH FROM OPERATING ACTIVITIES
FOR THE THIRTY-NINE WEEKS ENDED FEBRUARY 27, 2009 AND FEBRUARY 29, 2008
Thirty-Nine Thirty-Nine
Weeks Ended Weeks Ended
February 27, 2009 February 29, 2008
------------------ -------------------
Net Income $ 1,787,343 $ 1,010,908
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 1,743,218 1,716,933
Gain on sale of property and equipment (886,943) (77,409)
Changes in operating assets and liabilities:
Change in receivables - net (417,304) 1,067,959
Change in inventories (723,470) 35,630
Change in prepaid expenses (445,657) (521,087)
Change in other assets 364,791 (25,279)
Change in accounts payable 153,536 (1,101,657)
Change in accrued expenses (437,534) (391,402)
Change in salary continuation (57,943) (54,311)
Change in accrued income taxes 231,754 (318,198)
------------------ -------------------
Net cash provided by operating activities $ 1,311,791 $ 1,342,087
================== ===================
See Accompanying Notes to Condensed Consolidated Financial Statements
6
GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. The accompanying unaudited condensed consolidated financial statements of
Golden Enterprises, Inc. (the "Company") have been prepared in accordance
with accounting principles generally accepted in the United States of
America (GAAP) for interim financial information and with the instructions
to Form 10-Q and Article 10 to Regulation S-X. Accordingly, they do not
include all information and footnotes required by GAAP for complete
financial statements. In the opinion of management, all adjustments
(consisting only of normal, recurring accruals) necessary for a fair
presentation have been included. For further information, refer to the
consolidated financial statements and footnotes included in the Golden
Enterprises, Inc. and subsidiary ("the Company") Annual Report on Form 10-K
for year ended May 30, 2008.
2. The consolidated results of operations for the thirty-nine weeks ended
February 27, 2009 are not necessarily indicative of the results to be
expected for the fifty-two week fiscal year ending May 29, 2009.
3. The following tables summarize the prepaid assets accounts at February 27,
2009 and May 30, 2008.
Prepaid Breakdown
February 27, 2009 May 30, 2008
------------------ ------------------
Truck Shop Supplies $ 714,521 $ 717,802
Insurance Deposit 188,959 188,959
Slotting Fees 231,207 202,391
Deferred Advertising Fees 253,113 -
Prepaid Insurance 360,545 285,777
Prepaid Taxes/Licenses 280,206 200,445
Prepaid Dues/Supplies 13,542 10,237
Other 46,523 37,348
------------------ ------------------
$ 2,088,616 $ 1,642,959
================== ==================
4. The principal raw materials used in the manufacture of the Company's snack
food products are potatoes, corn, vegetable oils and seasoning. The
principal supplies used are flexible film, cartons, trays, boxes and bags.
These raw materials and supplies are generally available in adequate
quantities in the open market from sources in the United States and are
generally contracted up to a year in advance.
5. Inventories are stated at the lower of cost or market. Cost is computed on
the first-in, first-out method.
7
6. The following table provides a reconciliation of the denominator used in
computing basic earnings per share to the denominator used in computing
diluted earnings per share for the thirty-nine weeks ended February 27,
2009 and February 29, 2008:
Thirty-Nine Thirty-Nine
Weeks Ended Weeks Ended
February 27, 2009 February 29, 2008
------------------ ------------------
Weighted average number of common shares 11,762,658 11,824,393
used in computing basic earnings per
share
Effect of dilutive stock options 0 0
------------------ ------------------
Weighted average number of common shares
and dilutive potential common stock used
in computing dilutive earnings per share 11,762,658 11,824,393
================== ==================
Stock options excluded from the above
reconciliation because they are anti-
dilutive 369,000 369,000
================== ==================
7. The Company has a letter of credit in the amount of $2,264,857 outstanding
at February 27, 2009 compared to $2,314,857 at February 29, 2008. The
letter of credit supports the Company's commercial self-insurance program.
8. The Company has a line-of-credit agreement with a local bank that permits
borrowing up to $2 million. The line-of-credit is subject to the Company's
continued credit worthiness and compliance with the terms and conditions of
the advance application. The Company's line-of-credit debt as of February
27, 2009 was $1,979,008 with an interest rate of 4.00%, leaving the Company
with $20,992 of credit availability. The Company's line-of-credit debt as
of February 29, 2008 was $1,995,076 with an interest rate of 7.75%, leaving
the Company with $4,924 of credit availability.
9. The Company's financial instruments that are exposed to concentrations of
credit risk consist primarily of cash equivalents and trade receivables.
The Company maintains deposit relationships with high credit quality
financial institutions. The Company's trade receivables result from its
snack food operations and reflect a broad customer base, primarily large
grocery store chains located in the Southeastern United States. The Company
routinely assesses the financial strength of its customers. As a
consequence, concentrations of credit risk are limited.
10. On March 10, 2009, the Company executed a contract with ADI Systems, Inc.
to construct a "Waste Water Treatment Plant". "The Waste Water Treatment
Plant will be funded with a loan from BBVA/Compass Bank in the amount of $4
million".
8
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------
We have reviewed the accompanying condensed consolidated balance sheet of Golden
Enterprises, Inc. and subsidiary as of February 27, 2009, the related condensed
consolidated statements of operations for the thirteen week and thirty-nine week
periods ended February 27, 2009 and February 29, 2008, and the related condensed
statements of cash flows for the thirty-nine week periods ended February 27,
2009 and February 29, 2008. These financial statements are the responsibility of
the Company's management.
We conducted our review in accordance with standards established by the Public
Company Accounting Oversight Board (United States). A review of interim
financial statements consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with the standards of the Public Company Accounting Oversight Board,
the objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements referred to above for them to
be in conformity with accounting principles generally accepted in the United
States of America.
We previously audited in accordance with the standards of the Public Company
Accounting Oversight Board, the consolidated balance sheet as of May 30, 2008
and the related consolidated statements of operations, changes in stockholders'
equity and cash flows for the fiscal year then ended (not presented herein), and
in our report dated July 30, 2008 we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth in
the accompanying condensed consolidated balance sheet as of May 30, 2008, is
fairly stated in all material respects in relation to the consolidated balance
sheet from which it has been derived.
DUDLEY, HOPTON-JONES, SIMS & FREEMAN PLLP
Birmingham, Alabama
April 9, 2009
9
ITEM 2
------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's discussion and analysis of our financial condition and results of
operations are based upon the condensed consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States. This discussion should be read in conjunction with our
recent SEC filings, including Form 10-K for the year ended May 30, 2008. The
preparation of these financial statements requires us to make estimates and
judgments about future events that affect the reported amounts of assets,
liabilities, revenues and expenses, and the related disclosures. Future events
and their effects cannot be determined with absolute certainty. Therefore,
management's determination of estimates and judgments about the carrying values
of assets and liabilities requires the exercise of judgment in the selection and
application of assumptions based on various factors, including historical
experience, current and expected economic conditions and other factors believed
to be reasonable under the circumstances. We routinely evaluate our estimates
including those considered significant and discussed in detail in Form 10-K for
the year ended May 30, 2008. Actual results may differ from these estimates
under different assumptions or conditions and such differences may be material.
Overview
The Company manufactures and distributes a full line of snack items, such as
potato chips, tortilla chips, corn chips, fried pork skins, baked and fried
cheese curls, onion rings and puff corn. The products are all packaged in
flexible bags or other suitable wrapping material. The Company also sells a line
of cakes and cookie items, canned dips, pretzels, peanut butter crackers, cheese
crackers, dried meat products and nuts packaged by other manufacturers using the
Golden Flake label.
No single product or product line accounts for more than 50% of the Company's
sales, which affords some protection against loss of volume due to a crop
failure of major agricultural raw materials. Raw materials used in manufacturing
and processing the Company's snack food products are purchased on the open
market and under contract through brokers and directly from growers. A large
part of the raw materials used by the Company consists of farm commodities which
are subject to precipitous changes in supply and price. Weather varies from
season to season and directly affects both the quality and supply available. The
Company has no control of the agricultural aspects and its profits are affected
accordingly.
The Company sells its products through both its own sales organization and
independent distributors to commercial establishments that sell food products
primarily in the Southeastern United States. The products are distributed to
independent distributors and route representatives by the Company's trucking
fleet. All of the route representatives are employees of the Company and use the
Company's direct-store delivery system.
Liquidity and Capital Resources
At February 27, 2009 and May 30, 2008, working capital was $6,470,325 and
$3,861,807, respectively.
The Company did not purchase shares of treasury stock this quarter. The
Company's current ratio was 1.53 to 1.00 at February 27, 2009 compared to 1.35
to 1.00 at May 30, 2008.
10
Accounts Receivable and Allowance for Doubtful Accounts
At February 27, 2009 and May 30, 2008 the Company had accounts receivables in
the amount of $8,357,851 and $7,940,547, net of an allowance for doubtful
accounts of $113,647 and $70,000, respectively.
The following table summarizes the Company's customer accounts receivable
profile as of February 27, 2009 and May 30, 2008:
Amount Range No. of Customers
------------ ----------------
February 27, 2009 May 30, 2008
Less than $1,000.00 1,092 1,118
$1,001.00-$10,000.00 522 558
$10,001.00-$100,000.00 123 113
$100,001.00-$500,000.00 6 8
$500,001.00-$1,000,000.00 1 1
$1,000,001.00-$2,500,000.00 0 0
- -
Total All Accounts 1,744 1,798
===== =====
Contractual Obligations
The following table summarizes the significant contractual obligations of the
Company as of February 27, 2009:
Contractual Obligations Total Current 2-3 Years 4-5 Years Thereafter
----------------------- ----------- ----------- ----------- ----------- -----------
Vehicle Lease $ 3,350,845 $ 659,266 $ 1,688,444 $ 1,003,135 $ -
Salary Continuation Plan 1,573,471 140,127 316,110 370,762 746,472
----------- ----------- ----------- ----------- -----------
Total Contractual Obligations $ 4,924,316 $ 799,393 $ 2,004,554 $ 1,373,897 $ 746,472
=========== =========== =========== =========== ===========
Other Commitments
Available cash, cash from operations and available credit under the
line-of-credit are expected to be sufficient to meet anticipated cash
expenditures and normal operating requirements for the foreseeable future.
Operating Results
For the thirteen weeks ended February 27, 2009, net sales increased 9.2% from
the comparable period in fiscal 2008. For the thirty-nine weeks ended February
27, 2009, net sales increased 6.7% from the comparable period in fiscal 2008.
This year's third quarter cost of sales was 52.0% of net sales compared to 53.5%
for last year's third quarter. This year's third quarter, selling, general and
administrative expenses were 44.2% of net sales compared to 46.6% for last
year's third quarter. This year's year to date selling, general and
administrative expenses were 45.1% of net sales compared to 46.1% for last
year's year to date.
11
The following tables compare manufactured products to resale products:
Manufactured Products-Resale Products
Thirteen Weeks Ended Thirteen Weeks Ended
February 27, 2009 February 29, 2008
Sales % %
Manufactured Products $ 24,520,312 81.3% $ 22,515,573 81.5%
Resale Products 5,642,608 18.7% 5,118,398 18.5%
---------------- ---------- ---------------- -----------
Total $ 30,162,920 100.0% $ 27,633,971 100.0%
================ ========== ================ ===========
Gross Margin % %
Manufactured Products $ 12,423,665 50.7% $ 11,325,146 50.3%
Resale Products 2,056,491 36.4% 1,510,947 29.5%
---------------- ---------- ---------------- -----------
Total $ 14,480,156 48.0% $ 12,836,093 46.5%
================ ========== ================ ===========
Thirty-Nine Weeks Ended Thirty-Nine Weeks Ended
February 27, 2009 February 29, 2008
Sales % %
Manufactured Products $ 71,583,131 80.3% $ 67,595,366 80.9%
Resale Products 17,585,807 19.7% 15,937,592 19.1%
---------------- ---------- ---------------- -----------
Total $ 89,168,938 100.0% $ 83,532,958 100.0%
================ ========== ================ ===========
Gross Margin % %
Manufactured Products $ 35,726,738 49.9% $ 35,130,804 52.0%
Resale Products 6,582,570 37.4% 4,982,720 31.3%
---------------- ---------- ---------------- -----------
Total $ 42,309,308 47.4% $ 40,113,524 48.0%
================ ========== ================ ===========
The Company's gain on sale of assets for the thirteen weeks ended February 27,
2009 in the amount of $37,265 was from the donation and sale of used
transportation equipment.
For last year's thirteen weeks, the gain on sale of assets was $32,664 from the
sale of used transportation equipment for cash.
The Company's effective tax rate for the thirteen weeks was 37.7% compared to
-11.7% for the last year's thirteen weeks and 38.0% for the thirty-nine weeks
this year and 38.7% last year.
12
Market Risk
The principal market's risks (i.e., the risk of loss arising from adverse
changes in market rates and prices), to which the Company is exposed, are
interest rates on its bank loans, and commodity prices affecting the cost of its
raw materials.
The Company is subject to market risk with respect to commodities because its
ability to recover increased costs through higher pricing may be limited by the
competitive environment in which it operates. The Company purchases its raw
materials on the open market and under contract through brokers or directly from
growers. Future contracts have been used occasionally to hedge immaterial
amounts of commodity purchases, but none are presently being used.
Inflation
Certain costs and expenses of the Company are affected by inflation. The
Company's prices for its products over the past several years have remained
relatively flat. The Company will contend with the effect of further inflation
through efficient purchasing, improved manufacturing methods, pricing and by
monitoring and controlling expenses.
Environmental Matters
There have been no material effects of compliance with governmental provisions
regulating discharge of materials into the environment.
Subsequent Event
On March 10, 2009, the Company executed a contract with ADI Systems, Inc. to
construct a "Waste Water Treatment Plant". "The Waste Water Treatment Plant will
be funded with a loan from BBVA/Compass Bank in the amount of $4 million".
Forward-Looking Statements
This discussion contains certain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Actual results could
differ materially from those forward-looking statements. Some of the factors
that may cause actual results to differ materially include price competition,
industry consolidation, raw material costs and effectiveness of sales and
marketing activities, as described in the Company's filings with the Securities
and Exchange Commission.
ITEM 3
------
QUANTITATIVE AND QUALITATIVE
DISCLOSURE ABOUT MARKET RISK
Pursuant to Item 305(e) of Regulation S-K (Section 229.305(e)) the Company is
not required to provide the Information under this item, as it is a "Smaller
Reporting Company" as defined by Rule 229.10(f)(1).
ITEM 4
------
CONTROLS AND PROCEDURES
The Company's management, with the participation of the Company's Chief
Executive Officer and Chief Financial Officer, has evaluated the effectiveness
of the Company's disclosure controls and procedures (as such term is defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")), as of the end of the period covered by this
report. Any controls and procedures, no matter how well designed and operated
can provide only reasonable assurance of achieving the desired control
objectives. Based on such evaluation, the Company's Chief Executive Officer and
13
Chief Financial Officer have concluded that, as of the end of such period, the
Company's disclosure controls and procedures provided reasonable assurance that
the disclosure controls and procedures were effective in recording, processing,
summarizing and reporting, on a timely basis, information required to be
disclosed by the Company in the reports that it files or submits under the
Exchange Act and in accumulating and communicating such information to
management, including the Company's Chief Executive Officer and Chief Financial
Officer, as appropriate to allow timely decisions regarding required disclosure.
The Company's management, with the participation of the Company's Chief
Executive Officer and Chief Financial Officer, conducted an evaluation of the
Company's internal control over financial reporting to determine whether any
changes occurred during the Company's third fiscal quarter ended February 27,
2009 that have materially affected, or are reasonably likely to materially
affect, the Company's internal control over financial reporting. Based on that
evaluation, there has been no such change during the period covered by this
report.
PART II OTHER INFORMATION
ITEM 1
------
LEGAL PROCEEDINGS
There are no material pending legal proceedings against the Company or its
subsidiary other than routine litigation incidental to the business of the
Company and its subsidiary.
ITEM 1-A
--------
RISK FACTORS
There are no material changes in our risk factors from those disclosed in our
2008 Annual Report on Form 10-K.
ITEM 2
-------
UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS
The Company did not sell any equity securities during the period covered by this
report.
Registrant Purchases of Equity Securities.
The Company did not purchase any shares of treasury stock for the quarterly
period ended February 27, 2009.
ISSUER PURCHASES OF EQUITY SECURITIES
-------------------------------------------------------------------------------------------------------------------------
Period (a) Total (b) Average Price (c) Total Number of (d) Maximum Number
Number of Paid per Share (or Shares (or Approximate
Shares Unit) (or Units) Dollar Value) of
(or Units) Purchased as Part Shares (or Units)
Purchased of Publicly that May Yet Be
Announced Plans or Purchased Under the
Programs Plans or Programs
-------------------------------------------------------------------------------------------------------------------------
November 29 to January 2 -0- -0- -0- -0-
-------------------------------------------------------------------------------------------------------------------------
January 3 to January 30 -0- -0- -0- -0-
-------------------------------------------------------------------------------------------------------------------------
January 31 to February 27 -0- -0- -0- -0-
-------------------------------------------------------------------------------------------------------------------------
Total Third Quarter -0- -0- -0- -0-
-------------------------------------------------------------------------------------------------------------------------
14
ITEM 3
------
DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4
------
SUBMISSION OF MATTERS TO
A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5
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OTHER INFORMATION
Not applicable.
15
ITEM 6
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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).
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(10) Material Contracts.
10.1 A Form of Indemnity Agreement executed by and between Golden
Enterprises, Inc. and Each of its Directors (incorporated by
reference as Exhibit 19.1 to Golden Enterprises, Inc. Form 10-Q
Report for the quarter ended November 30, 1987 filed with the
Commission).
10.2 Amended and Restated Salary Continuation Plans for John S. Stein
(incorporated by reference to Exhibit 19.1 to Golden Enterprises,
Inc. May 31, 1990 Form 10-K filed with the Commission).
10.3 Indemnity Agreement executed by and between the Company and S.
Wallace Nall, Jr. (incorporated by reference as Exhibit 19.4 to
Golden Enterprises, Inc. May 31, 1991 Form 10-K filed with the
Commission).
10.4 Salary Continuation Plans - Retirement Disability and Death
Benefits for F. Wayne Pate (incorporated by reference to Exhibit
19.1 to Golden Enterprises, Inc. May 31, 1992 Form 10-K filed
with the Commission).
10.5 Indemnity Agreement executed by and between the Registrant and F.
Wayne Pate (incorporated by reference as Exhibit 19.3 to Golden
Enterprises, Inc. May 31, 1992 Form 10-K filed with the
Commission).
10.6 Golden Enterprises, Inc. 1996 Long-Term Incentive Plan
(incorporated by reference as Exhibit 10.1 to Golden Enterprises,
Inc. May 31, 1997 Form 10-K filed with the Commission).
10.9 Amendment to Salary Continuation Plans, Retirement and Disability
for F. Wayne Pate dated April 9. 2002 (incorporated by reference
to Exhibit 10.2 to Golden Enterprises, Inc. May 31, 2002 Form
10-K filed with the Commission).
10.10 Amendment to Salary Continuation Plans, Retirement and Disability
for John S. Stein dated April 9, 2002 (incorporated by reference
to Exhibit 10.3 to Golden Enterprises, Inc. May 31, 2002 Form
10-K filed with the Commission).
10.11 Amendment to Salary Continuation Plan, Death Benefits for John S.
Stein dated April 9, 2002 (incorporated by reference to Exhibit
10.4 to Golden Enterprises, Inc. May 31, 2002 Form 10-K filed
with the Commission).
10.12 Retirement and Consulting Agreement for John S. Stein dated April
9, 2002 (incorporated by reference to Exhibit 10.5 to Golden
Enterprises, Inc. May 31, 2002 Form 10-K filed with the
Commission).
10.13 Salary Continuation Plan for Mark W. McCutcheon dated May 15,
2002 (incorporated by reference to Exhibit 10.6 to Golden
Enterprises, Inc. May 31, 2002 Form 10-K filed with the
Commission).
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10.14 Trust Under Salary Continuation Plan for Mark W. McCutcheon dated
May 15, 2002 (incorporated by reference to Exhibit 10.7 to Golden
Enterprises, Inc. May 31, 2002 Form 10-K filed with the
Commission).
10.15 Lease of aircraft executed by and between Golden Flake Snack
Foods, Inc., a wholly-owned subsidiary of Golden Enterprises,
Inc., and Joann F. Bashinsky dated February 1, 2006 (incorporated
by reference to Exhibit 10.15 to Golden Enterprises, Inc. June 2,
2006 Form 10-K filed with the Commission).
10.16 Real Property Purchase and Sale Agreement dated May 2, 2008
whereby Golden Flake Snack Foods, Inc., a wholly-owned subsidiary
of Golden Enterprises, Inc. re-acquired certain real property in
Nashville, Tennessee (incorporated by reference to Exhibit 10.16
to Golden Enterprises, Inc., May 30, 2008 Form 10-K filed with
the Commission).
10.18 Purchase and Sale Agreement executed by and between Golden Flake
Snack Foods, Inc. as Seller, and Michael L. Rankin, as Purchaser,
with an effective date of August 20 2008, for the sale of real
property located at 2926 Kraft Drive, Nashville, County of
Davidson, State of Tennessee and undeveloped real property
located across the road from 2926 Kraft Drive (incorporated by
reference to Exhibit 10.18 to Golden Enterprises, Inc., August
29, 2008 Form 10-Q filed with the Commission).
10.19 Purchase and Sale Agreement executed by and between Golden Flake
Snack Foods, Inc., as Seller, and Steve Bacorn, as Purchaser,
with an effective date of July 7, 2008, for the sale of land and
improvements located in Cobb County, Address being 321 Marble
Mill Road, Marietta, Georgia (incorporated by reference to
Exhibit 10.19 to Golden Enterprises, Inc., August 29, 2008 Form
10-Q filed with the Commission).
10.20 Amendment to Salary Continuation Plan for Mark W. McCutcheon
dated December 30, 2008.
10.21 Contract for construction of Waste Water Treatment Plant dated
March 10, 2009 between Golden Flake Snack Foods, Inc. and ADI
Systems, Inc.
14.1 Golden Enterprises, Inc.'s Code of Conduct and Ethics adopted by
the Board of Directors on April 8, 2004 (incorporated by
reference to Exhibit 14.1 to Golden Enterprises, Inc. May 31,
2004 From 10-K with the Commission).
21 Subsidiaries of the Registrant (incorporated by reference to
Exhibit 21 to Golden Enterprises, Inc. May 31, 2004 Form 10-K
filed with the Commission)
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(31) Certifications
31.1 Certification of Chief Executive Officer pursuant to Section 302
of the Sarbanes Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to Section 302
of the Sarbanes Oxley Act of 2002.
32.1 Certification of Chief Executive Officer pursuant to Section 906
of the Sarbanes Oxley Act of 2002,
32.2 Certification of Chief Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
(99) Additional Exhibits
99.1 A copy of excerpts of the Last Will and Testament and Codicils
thereto of Sloan Y. Bashinsky, Sr. and of the SYB Common Stock
Trust created by Sloan Y. Bashinsky, Sr. providing for the
creation of a Voting Committee to vote the shares of common stock
of Golden Enterprises, Inc. held by SYB, Inc. and the
Estate/Testamentary Trust of Sloan Y. Bashinsky, Sr.
(Incorporated by reference to Exhibit 99.1 to Golden Enterprises,
Inc. May 31, 2005 Form 10-k filed with the Commission).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GOLDEN ENTERPRISES, INC.
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(Registrant)
Dated: April 16, 2009 /s/Mark W. McCutcheon
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Mark W. McCutcheon
President and
Chief Executive Officer
Dated: April 16, 2009 /s/ Patty Townsend
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Patty Townsend
Vice-President and
Chief Financial Officer
(Principal Accounting Officer)
19