a50725306.htm
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 (thirteen weeks) period ended August 30, 2013
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 (X) 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 September 27, 2013.
 
    Outstanding at
Class
  
September 27, 2013
Common Stock, Par Value $0.66 2/3
  
11,732,632


 
   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
  
     
Page No.
     
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
     
 
     
 
     
     
     
     
     
     
     
     
     
 
 
3
 
 
PART I.  FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
 
   
(Unaudited)
    
(Audited)
  
   
August 30,
    
May 31,
  
   
2013
    
2013
  
ASSETS
    
 
  
CURRENT ASSETS
            
Cash and cash equivalents
   $ 878,733     $ 757,111  
Receivables, net
     10,440,019       10,459,706  
Inventories:
                
Raw materials and supplies
     2,157,712       1,872,541  
Finished goods
     4,074,475       3,083,272  
      6,232,187       4,955,813  
                 
Prepaid expenses
     2,761,467       1,554,737  
Deferred income taxes
     596,267       596,267  
Total current assets
     20,908,673       18,323,634  
                 
Property, plant and equipment, net
     26,786,578       27,095,054  
Other assets
     2,094,403       2,337,791  
                 
Total
   $ 49,789,654     $ 47,756,479  
                 
LIABILITIES AND STOCKHOLDER'S EQUITY
                
CURRENT LIABILITIES
                
Checks outstanding in excess of bank balances
   $ 1,166,056     $ 1,442,915  
Accounts payable
     5,626,374       4,809,066  
Accrued income taxes
     623,323       53,475  
Current portion of long-term debt
     392,645       392,850  
Other accrued expenses
     5,833,784       5,427,017  
Salary continuation plan
     200,608       196,649  
Line of credit outstanding
     1,954,666       1,725,289  
                 
Total current liabilities
     15,797,456       14,047,261  
                 
LONG-TERM LIABILITIES
                
Notes payable - bank, non-current
     5,223,330       5,314,213  
Salary continuation plan
     1,001,790       1,032,810  
Deferred income taxes
     3,304,451       3,304,451  
                 
Total long-term liabilities
     9,529,571       9,651,474  
                 
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
     19,678,097       19,273,214  
      35,395,246       34,990,363  
Less:  Cost of common shares in treasury (2,096,161 shares at August 30, 2013
                
and 2,096,161 shares at May 31, 2013)
     (10,932,619 )     (10,932,619 )
                 
Total stockholder's equity
     24,462,627       24,057,744  
                 
Total
   $ 49,789,654     $ 47,756,479  
                 
See Accompanying Notes to Condensed Consolidated Financial Statements
                

 
4
 
 
GOLDEN ENTERPRISES, INC. AND SUDSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
 
             
   
Thirteen
    
Thirteen
  
   
Weeks
    
Weeks
  
   
Ended
    
Ended
  
   
August 30, 2013
    
August 31, 2012
  
             
Net sales
   $ 35,141,838     $ 34,683,455  
Cost of sales
     17,469,087       17,556,439  
Gross margin
     17,672,751       17,127,016  
                 
Selling, general and administrative expenses
     16,253,347       15,934,807  
  Operating income
     1,419,404       1,192,209  
                 
Other income (expenses):
                
  Gain on sale of assets
     18,653       19,409  
  Interest expense
     (85,111 )     (59,953 )
  Other income
     26,103       22,637  
Total other income (expenses)
     (40,355 )     (17,907 )
                 
Income before income taxes
     1,379,049       1,174,302  
Income  taxes
     607,521       504,166  
Net income
   $ 771,528     $ 670,136  
                 
PER SHARE OF COMMON STOCK
                
Basic earnings
   $ 0.07     $ 0.06  
Diluted earnings
   $ 0.07     $ 0.06  
                 
Weighted average number of common
                
stock share outstanding:
                
Basic
     11,732,632       11,734,632  
Diluted
     11,732,632       11,734,632  
                 
Cash dividends paid per share of
                
common stock
   $ 0.0313     $ 0.0313  
 
See Accompanying Notes to Condensed Consolidated Financial Statements
 
 
5
 

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 
             
             
             
   
Thirteen
    
Thirteen
  
   
Weeks Ended
    
Weeks Ended
  
   
August 30, 2013
    
August 31, 2012
  
             
             
             
CASH FLOWS FROM OPERATING ACTIVITIES
            
             
Cash received from customers
   $ 35,161,525     $ 35,237,279  
Miscellaneous income
     26,103       (30,049 )
Cash paid to suppliers and employees
     (17,248,536 )     (17,511,620 )
Cash paid for operating expenses
     (16,584,623 )     (16,664,882 )
Income taxes paid
     (37,673 )     (25,400 )
Interest expenses paid
     (85,111 )     (59,953 )
Net cash provided by operating activities
     1,231,685       945,375  
                 
                 
CASH FLOWS FROM INVESTING ACTIVITIES
                
                 
Purchase of property, plant and equipment
     (625,349 )     (550,207 )
Proceeds from sale of property, plant and equipment
     20,500       29,414  
Net cash used in investing activities
     (604,849 )     (520,793 )
                 
                 
CASH FLOWS FROM FINANCING ACTIVITIES
                
                 
Debt proceeds
     9,616,552       9,485,232  
Debt repayments
     (9,478,262 )     (10,134,501 )
Change in checks outstanding in excess of bank
                
balances
     (276,859 )     (561,897 )
Cash dividends paid
     (366,645 )     (366,708 )
Net cash used in financing activities
     (505,214 )     (1,577,874 )
                 
                 
Net change in cash and cash equivalents
     121,622       (1,153,292 )
Cash and cash equivalents at beginning of period
     757,111       1,893,816  
Cash and cash equivalents at end of period
   $ 878,733     $ 740,524  

 
6
 

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - CONTINUED
 
RECONCILIATION OF NET INCOME TO NET CASH FROM OPERATING ACTIVITIES
 
             
             
             
             
             
   
Thirteen
    
Thirteen
  
   
Weeks Ended
    
Weeks Ended
  
   
August 30, 2013
    
August 31, 2012
  
             
Net Income
   $ 771,528     $ 670,136  
  Adjustments to reconcile net income to net cash provided by
                
operating activities:
                
Depreciation and amortization
     931,977       827,566  
Gain on sale of property and equipment
     (18,653 )     (19,409 )
                 
Changes in operating assets and liabilities:
                
Change in receivables - net
     19,687       553,824  
Change in inventories
     (1,276,374 )     (146,829 )
Change in prepaid expenses
     (1,206,730 )     (1,326,584 )
Change in other assets
     243,388       (54,352 )
Change in accounts payable
     817,308       (452,703 )
Change in accrued expenses
     406,767       441,898  
Change in salary continuation
     (27,061 )     (26,938 )
Change in accrued income taxes
     569,848       478,766  
                 
Net cash provided by operating activities
   $ 1,231,685     $ 945,375  
 
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 May 31, 2013 and the amendment thereto on Form 10-K/A which can be found on our website at www.goldenflake.com/financial.html.

2.  
The consolidated results of operations for the thirteen weeks ended August 30, 2013 are not necessarily indicative of the results to be expected for the fifty-two week fiscal year ending May 30, 2014.

3.  
The following tables summarize the prepaid assets accounts at August 30, 2013 and May 31, 2013.
 
             
             
   
August 30, 2013
    
May 31, 2013
  
             
Truck shop supplies
   $ 427,779     $ 445,504  
Insurance deposit
     82,959       82,959  
Prepaid marketplace spending
     220,276       212,026  
Deferred advertising fees
     1,063,125       -  
Prepaid insurance
     555,997       257,757  
Prepaid taxes/licenses
     73,196       59,203  
Prepaid dues/supplies
     160,091       413,100  
Other
     178,044       84,188  
                 
    $ 2,761,467     $ 1,554,737  
 
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.

 
8
 
 
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 thirteen weeks ended August 30, 2013 and August 31, 2012:
 
             
   
Thirteen
    
Thirteen
  
   
Weeks Ended
    
Weeks Ended
  
   
August 30, 2013
    
August 31, 2012
  
             
Weighted average number of common shares used in computing basic
     11,732,632       11,734,632  
  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
     11,732,632       11,734,632  

7.  
The Company has a letter of credit in the amount of $1,850,000 outstanding at August 30, 2013 compared to $1,900,000 at August 31, 2012. 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 $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 August 30, 2013 was $1,954,666 with an interest rate of 3.25%, leaving the Company with $1,045,334 of credit availability. The Company’s line-of-credit debt as of May 31, 2013 was $1,725,289 with an interest rate of 3.25%, leaving the Company with $1,274,711 of credit availability.

9.  
The Company has a note payable with a balance of $5,616,000 as of August 30, 2013.  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 August 30, 2013, and the related condensed consolidated statements of income for the thirteen week periods ended August 30, 2013 and August 31, 2012, and the related condensed statements of cash flows for the thirteen week periods ending August 30, 2013 and August 31, 2012.  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 May 31, 2013 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 8, 2013 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 31, 2013, 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
October 3, 2013

 
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 May 31, 2013.  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 and the amendment thereto on Form 10-K/A for the year ended May 31, 2013 .  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 agricultural aspects and its profits are affected accordingly.

The Company sells its products through its own sales organization and independent distributors to commercial establishments that sell food products primarily in the Southeastern United States.  The products are distributed 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 August 30, 2013 and May 31, 2013, working capital was $5,111,217 and $4,276,373, respectively.

The Company did not purchase shares of treasury stock this quarter.  The Company’s current ratio was 1.32 to 1.00 at August 30, 2013 compared to 1.30 to 1.00 at May 31, 2013.

 
11
 

Accounts Receivable and Allowance for Doubtful Accounts

At August 30, 2013 and May 31, 2013 the Company had accounts receivables in the amount of $10,440,019 and $10,459,706 respectively, net of an allowance for doubtful accounts of $70,000.
 
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 August 30, 2013, net sales increased 1.3% from the thirteen weeks ended August 31, 2012. This year’s first quarter cost of sales was 49.7% of net sales compared to 50.6% for last year’s first quarter.  This year’s first quarter, selling, general and administrative expenses were 46.3% of net sales compared to 46.0% for last year’s first quarter.

The following tables compare manufactured products to resale products:
 
Manufactured Products-Resale Products
                         
   
Thirteen Weeks Ended
    
Thirteen Weeks Ended
  
   
August 30, 2013
    
August 31, 2012
  
Sales
        
%
          
%
  
Manufactured Products
   $ 28,249,289       80.4 %   $ 27,290,219       78.7 %
Resale Products
     6,892,549       19.6 %     7,393,236       21.3 %
Total
   $ 35,141,838       100.0 %   $ 34,683,455       100.0 %
                                 
                                 
Gross Margin
          
%
            
%
  
Manufactured Products
   $ 14,792,998       52.4 %   $ 14,563,639       53.4 %
Resale Products
     2,879,753       41.8 %     2,563,377       34.7 %
Total
   $ 17,672,751       50.3 %   $ 17,127,016       49.4 %

The Company’s gain on sale of assets for the thirteen weeks ended August 30, 2013 in the amount of $18,653 was from the sale of used transportation equipment.  For last year’s thirteen weeks, the gain on sale of assets was $19,409, also from the sale of used transportation equipment.

The Company’s effective tax rate for the thirteen weeks was 44.1% compared to 42.9% for the last year’s thirteen weeks.

 
12
 

Market Risk

The principal market risks (i.e., the risk of loss arising from adverse changes in market rates and prices), to which the Company is exposed, are interest rates on its cash equivalents and bank loans, fuel costs, 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

Golden Flake’s waste water treatment plant is an environmentally-friendly way to dispose of process water at the Birmingham plant.  The treatment plant has allowed Golden Flake to release the processing water into a neighboring creek which has improved the flow of water in the creek and has positively impacted the environment in the area surrounding the plant.  This treatment plant has also helped to reduce expenses associated with sewer charges by the elimination of the disposal of process water through the public sewer system.

Subsequent Event

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.
 
 
13
 

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 first fiscal quarter ended August 30, 2013 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

The Company, as a “Smaller reporting company”, is not required to provide the information under this item.
 
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 August 30, 2013.

ITEM 3

DEFAULTS UPON SENIOR SECURITIES
Not applicable.

 
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ITEM 4

MINE SAFETY DISCLOSURES
Not applicable.


ITEM 5

OTHER INFORMATION
Not applicable.

 
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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.
 
 
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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).
   
10.9
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).
 
 
17
 
 
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 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. 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.LAB
XBRL Taxonomy Extension Label Linkbase Document
   
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document

 
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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: October 10, 2013   /s/Mark W. McCutcheon  
        Mark W. McCutcheon  
        Chairman of the Board,  
        President and  
        Chief Executive Officer  
       
Dated: October 10, 2013   /s/ Patty Townsend  
    Patty Townsend  
    Vice-President and  
    Chief Financial Officer  
    (Principal Accounting Officer)  
 
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