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 weeks) period ended August 28, 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)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Title Of Class Name of exchange on which registered
-------------- ------------------------------------
Capital Stock, Par Value $0.66 2/3 NASDAQ
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 (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).Yes ( ) No ( )
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, 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
-- -- -- --
1
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 30, 2009.
Outstanding at
Class September 30, 2009
----- ------------------
Common Stock, Par Value $0.66 2/3 11,746,632
EXCHANGE ACT REPORTS AVAILABLE ON COMPANY WEBSITE
Under "SEC Filings" on the "Financial" page of the Company's website located at
www.goldenflake.com, links to the following filings are made available as soon
as reasonably practicable after they are electronically filed with or furnished
to the Securities and Exchange Commission (the "SEC")" the Company's Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form
8-K, Proxy Statement on Schedule 14A related to the Company's Annual
Shareholders Meeting, and any amendments to those reports or statements filed or
furnished pursuant to Section 13(a) or 15(d) of the Securities Act of 1934. You
may also read and copy any materials we file with the SEC at the SEC's Public
Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC also maintains an Internet website located at
http://www.sec.gov that contains the information we file or furnish
electronically with the SEC.
2
GOLDEN ENTERPRISES, INC.
INDEX
Part I. FINANCIAL INFORMATION Page No.
Item 1 Financial Statements (unaudited)
Condensed Consolidated Balance Sheets
August 28, 2009 (unaudited) and May 29, 2009 4
Condensed Consolidated Statements of Income (unaudited)
Thirteen Weeks Ended August 28, 2009 and August 29, 2008 5
Condensed Consolidated Statements of Cash Flows
(unaudited)- Thirteen Weeks Ended August 28, 2009 and August 29, 2008
6
Notes to Condensed Consolidated Financial
Statements (unaudited) 8
Report of Independent Registered Public Accounting Firm 10
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Item 3 Quantitative and Qualitative
Disclosure About Market Risk 14
Item 4 Controls and Procedures 14
Part II. OTHER INFORMATION 14
Item 1 Legal Proceedings 14
Item 1-A Risk Factors 14
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 15
Item 3 Defaults Upon Senior Securities 15
Item 4 Submission of Matters to a Vote of Security Holders 15
Item 5 Other Information 15
Item 6 Exhibits 16
3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GOLDEN ENTERPRISES, INC. AND SUDSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited) (Audited)
August 28, May 29,
2009 2009
------------ ------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 248,533 $ 1,178,060
Receivables, net 8,630,141 9,297,434
Inventories:
Raw materials and supplies 1,702,684 1,693,655
Finished goods 3,301,430 3,318,497
------------ ------------
5,004,114 5,012,152
------------ ------------
Prepaid expenses 2,615,805 1,608,790
Deferred income taxes 676,480 676,480
------------ ------------
Total current assets 17,175,073 17,772,916
------------ ------------
Property, plant and equipment, net 19,894,917 16,056,235
Other assets 2,484,795 2,575,825
------------ ------------
Total $ 39,554,785 $ 36,404,976
============ ============
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Checks outstanding in excess of bank balances $ 1,154,079 $ 1,691,230
Accounts payable 4,784,764 3,437,482
Accrued income taxes 742,794 286,383
Other accrued expenses 4,804,374 5,157,323
Salary continuation plan 145,826 142,948
Line of credit outstanding 1,782,850 1,454,155
------------ ------------
Total current liabilities 13,414,687 12,169,521
------------ ------------
LONG-TERM LIABILITIES
Notes payable-bank, non- current 4,000,000 2,743,440
Salary continuation plan 1,389,907 1,414,303
Deferred income taxes 669,815 669,815
------------ ------------
Total long-term liabilities 6,059,722 4,827,558
------------ ------------
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 15,252,026 14,579,547
------------ ------------
30,969,175 30,296,696
Less: Cost of common shares in treasury (2,082,161 shares at August 28, 2009
and 2,082,161 shares at May 29, 2009) (10,888,799) (10,888,799)
------------ ------------
Total stockholder's equity 20,080,376 19,407,897
------------ ------------
Total $ 39,554,785 $ 36,404,976
============ ============
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 28, 2009 August 29, 2008
---------------- ------------------
Net sales $ 32,592,162 $ 29,850,688
Cost of sales 16,601,196 15,385,271
--------------- -----------------
Gross margin 15,990,966 14,465,417
Selling, general and administrative expenses 14,329,853 13,879,057
--------------- -----------------
Operating Income 1,661,113 586,360
--------------- -----------------
Other income (expenses):
Gain on sale of assets 36,931 44,911
Interest expense (46,859) (59,944)
Other income 10,750 9,496
--------------- -----------------
Total other income (expenses) 822 (5,537)
--------------- -----------------
Income before income taxes 1,661,935 580,823
Income taxes 622,051 226,357
--------------- -----------------
Net income $ 1,039,884 $ 354,466
=============== =================
PER SHARE OF COMMON STOCK
Basic earnings per share $ 0.09 $ 0.03
Diluted earnings per share $ 0.09 $ 0.03
Weighted average number of common
stock shares outstanding:
Basic 11,746,632 11,783,385
Diluted 11,746,632 11,783,385
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 28, 2009 August 29, 2008
--------------- ------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Cash received from customers $ 33,259,455 $ 29,782,981
Miscellaneous income 10,750 9,496
Cash paid to suppliers & employees (14,843,970) (14,372,274)
Cash paid for operating expenses (15,454,198) (14,317,509)
Income taxes paid (165,640) (198,870)
Interest expenses paid (46,859) (59,944)
--------------- ------------------
Net cash provided by operating activities 2,759,538 843,880
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment (4,415,414) (274,457)
Proceeds from sale of property, plant and equipment 45,650 51,510
--------------- ------------------
Net cash used in investing activities (4,369,764) (222,947)
CASH FLOWS FROM FINANCING ACTIVITIES
Debt proceeds 9,669,845 5,538,561
Debt repayments (8,084,590) (5,897,373)
Change in checks outstanding in excess of bank
balances (537,151) 8,426
Cash dividends paid (367,405) (368,566)
Purchases of treasury shares - (22,332)
--------------- ------------------
Net cash provided by (used in) financing activities 680,699 (741,284)
Net change in cash and cash equivalents (929,527) (120,351)
Cash and cash equivalents at beginning of period 1,178,060 442,756
--------------- ------------------
Cash and cash equivalents at end of period $ 248,533 $ 322,405
=============== ==================
See Accompanying Notes to Condensed Consolidated Financial Statements
6
GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - CONTINUED
RECONCILIATION OF NET INCOME TO NET CASH FROM OPERATING ACTIVITIES
FOR THE THIRTEEN WEEKS ENDED AUGUST 28, 2009 AND AUGUST 29, 2008
Thirteen Thirteen
Weeks Ended Weeks Ended
August 28, 2009 August 29, 2008
---------------- -----------------
Net Income $ 1,039,884 $ 354,466
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 568,013 582,778
Gain on sale of property and equipment (36,931) (44,911)
Changes in operating assets and liabilities:
Change in receivables - net 667,293 (67,707)
Change in inventories 8,038 (491,127)
Change in prepaid expenses (1,007,015) (537,680)
Change in other assets 91,030 134,718
Change in accounts payable 1,347,282 1,087,198
Change in accrued expenses (352,949) (184,802)
Change in salary continuation (21,518) (16,540)
Change in accrued income taxes 456,411 27,487
---------------- -----------------
Net cash provided by operating activities $ 2,759,538 $ 843,880
================ =================
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 Golden
Enterprises, Inc. and subsidiary ("the Company") Annual Report on Form 10-K
for year ended May 29, 2009.
2. The consolidated results of operations for the thirteen weeks ended August
28, 2009 are not necessarily indicative of the results to be expected for
the fifty-two week fiscal year ending May 28, 2010.
3. The following tables summarize the prepaid assets accounts at August 28,
2009 and May 29, 2009.
August 28, 2009 May 29, 2009
----------------- ---------------
Truck shop supplies $ 672,684 $ 687,570
Insurance deposit 138,959 138,959
Slotting fees 226,483 221,325
Deferred advertising fees 836,124 10,000
Prepaid insurance 487,895 284,095
Prepaid taxes/licenses 151,590 200,694
Prepaid dues/supplies 73,612 28,655
Other 28,458 37,492
----------------- ---------------
$ 2,615,805 $ 1,608,790
================= ===============
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.
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 28, 2009 and
August 29, 2008:
------------------- --------------------
Thirteen Thirteen
Weeks Ended Weeks Ended
August 28, 2009 August 29, 2008
------------------- --------------------
Weighted average number of common shares used in computing basic 11,746,632 11,783,385
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 11,746,632 11,783,385
=================== ====================
Stock options excluded from the above reconciliation because they are
anti-dilutive 329,000 369,000
=================== ====================
7. The Company has a letter of credit in the amount of $2,264,857 outstanding
at August 28, 2009 and May 29, 2009. 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 August 28,
2009 was $1,782,850 with an interest rate of 4.00%, leaving the Company
with $217,150 of credit availability. The Company's line-of-credit debt as
of May 29, 2009 was $1,454,155 with an interest rate of 4.00%, leaving the
Company with $545,845 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 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 28, 2009, and the related
condensed consolidated statements of income and cash flows for the thirteen week
periods ended August 28, 2009 and August 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 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 29, 2009
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 14, 2009 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 29, 2009, is
fairly stated in all material respects in relation to the consolidated balance
sheet from which it has been derived.
Birmingham, Alabama
October 7, 2009 DUDLEY, HOPTON-JONES, SIMS & FREEMAN PLLP
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 29, 2009. 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 29, 2009. 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 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 representives 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 28, 2009 and May 29, 2009, working capital was $3,760,386 and
$5,603,395, respectively.
The Company did not purchase shares of treasury stock this quarter. The
Company's current ratio was 1.28 to 1.00 at August 28, 2009 compared to 1.46 to
1.00 at May 29, 2009.
Accounts Receivable and Allowance for Doubtful Accounts
At August 28, 2009 and May 29, 2009 the Company had accounts receivables in the
amount of $8,630,141 and $9,297,434, net of an allowance for doubtful accounts
of $70,000 and $127,130, respectively.
11
The following table summarizes the Company's customer accounts receivable
profile as of August 28, 2009 and May 29, 2009:
Amount Range No. of Customers
--------------------------------- -------------------------------------
August 28, 2009 May 29, 2009
Less than $1,000.00 1,074 1,055
$1,001.00-$10,000.00 540 542
$10,001.00-$100,000.00 116 137
$100,001.00-$500,000.00 8 7
$500,001.00-$1,000,000.00 2 2
$1,000,001.00-$2,500,000.00 0 0
-------------------- ----------------
Total All Accounts 1,740 1,743
==================== ================
The following table summarizes the significant contractual obligations of the
Company as of August 28, 2009:
Contractual Obligations Total Current 2-3 Years 4-5 Years Thereafter
------------------------------ ------------ ----------- -------------- ----------- -------------
Vehicle Lease $ 2,834,648 $ 901,049 $ 1,601,302 $ 332,297 $ -
Salary Continuation Plan 1,535,733 145,826 328,967 385,842 675,098
------------ ----------- -------------- ----------- -------------
Total Contractual Obligations $ 4,370,381 $ 1,046,875 $ 1,930,269 $ 718,139 $ 675,098
============ =========== ============== =========== =============
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 28, 2009, net sales increased 9.2% from the
comparable period in fiscal 2009. This year's first quarter cost of sales was
50.9% of net sales compared to 51.5% for last year's first quarter. This year's
first quarter, selling, general, and administrative expenses were 44.0% of net
sales compared to 46.5% 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 28, 2009 August 29, 2008
Sales
Manufactured Products $ 26,228,539 80.5% $ 23,835,378 79.8%
Resale Products 6,363,623 19.5% 6,015,310 20.2%
------------------- ---------- -------------- ----------
Total $ 32,592,162 100.0% $ 29,850,688 100.0%
=================== ========== ============== ==========
Gross Margin
Manufactured Products $ 13,641,814 52.0% $ 12,106,591 50.8%
Resale Products 2,349,152 36.9% 2,358,826 39.2%
------------------- --------------
Total $ 15,990,966 49.1% $ 14,465,417 48.5%
=================== ==============
12
The Company's gain on sale of assets for the thirteen weeks ended August 28,
2009 in the amount of $36,931 was from the sale and trade in of used
transportation and manufacturing equipment.
For last year's thirteen weeks the gain on sale of assets was $44,911 from the
sale of used equipment for cash.
The Company's effective tax rate for the first quarter was 37.4% compared to
39.0% for the last year's first quarter.
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
Not applicable.
Significant Events
Not applicable.
Forward-Looking Statements
This discussion contains certain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Actual results could
differ materially from those forward-looking statements. Factors that may cause
actual results to differ materially include 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.
13
ITEM 3
------
QUANTITATIVE AND QUALITATIVE
DISCLOSURE ABOUT MARKET RISK
Not Applicable.
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.
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 28, 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
2009 Annual Report on Form 10-K.
14
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 28, 2009.
ISSUER PURCHASES OF EQUITY SECURITIES
----------------------------------------------------------------------------------------------------------------------
Period (a) Total (b) Average Price Paid (c) Total Number of (d) Maximum Number
Number of per Share (or Unit) Shares (or Approximate
Shares (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
----------------------------------------------------------------------------------------------------------------------
May 29 to June 26 -0- -0- -0- -0-
----------------------------------------------------------------------------------------------------------------------
June 27 to July 31 -0- -0- -0- -0-
----------------------------------------------------------------------------------------------------------------------
August 1 to August 28 -0- -0- -0- -0-
----------------------------------------------------------------------------------------------------------------------
Total First Quarter -0- -0- -0- -0-
----------------------------------------------------------------------------------------------------------------------
ITEM 3
------
DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4
------
SUBMISSION OF MATTERS TO
A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5
------
OTHER INFORMATION
Not applicable.
15
ITEM 6
------
EXHIBITS
(3) Articles of Incorporation and By-laws of Golden Enterprises, Inc.
3.1 Certificate of Incorporation of Golden Enterprises, Inc. (originally known
as "Golden Flake, Inc.") dated December 11, 1967 (incorporated by reference
to Exhibit 3.1 to Golden Enterprises, Inc. May 31, 2004 Form 10-K filed
with the Commission).
3.2 Certificate of Amendment of Certificate of Incorporation of Golden
Enterprises, Inc. dated December 22, 1976 (incorporated by reference to
Exhibit 3.2 to Golden Enterprises, Inc. May 31, 2004 Form 10-K filed with
the Commission).
3.3 Certificate of Amendment of Certificate of Incorporation of Golden
Enterprises, Inc. dated October 2, 1978 (incorporated by reference to
Exhibit 3 to Golden Enterprises, Inc. May 31, 1979 Form 10-K filed with the
Commission).
3.4 Certificate of Amendment of Certificate of Incorporation of Golden
Enterprises, Inc. dated October 4, 1979 (incorporated by reference to
Exhibit 3 to Golden Enterprises, Inc. May 31, 1980 Form 10-K filed with the
Commission).
3.5 Certificate of Amendment of Certificate of Incorporation of Golden
Enterprises, Inc. dated September 24, 1982 (incorporated by reference to
Exhibit 3.1 to Golden Enterprises, Inc. May 31, 1983 Form 10-K filed with
the Commission).
3.6 Certificate of Amendment of Certificate of Incorporation of Golden
Enterprises, Inc. dated September 22, 1983 (incorporated by reference to
Exhibit 19.1 to Golden Enterprises, Inc. Form 10-Q Report for the quarter
ended November 30, 1983 filed with the Commission).
3.7 Certificate of Amendment of Certificate of Incorporation of Golden
Enterprises. Inc. dated October 3, 1985 (incorporated by reference to
Exhibit 19.1 to Golden Enterprises, inc. Form l0-Q Report for the quarter
ended November 30, 1985 filed with the Commission).
3.8 Certificate of Amendment of Certificate of Incorporation of Golden
Enterprises, Inc. dated September 23, 1987 (incorporated by reference to
Exhibit 3.1 to Golden Enterprises, Inc. May 31, 1988 Form 10-K filed with
the Commission).
3.9 By-Laws of Golden Enterprises, Inc. (incorporated by reference to Exhibit
3.4 to Golden Enterprises, Inc. May 31, 1988 Form 10-K filed with the
Commission).
(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).
10.6 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).
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).
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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 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 (incorporated by reference to Exhibit 10.20 Golden
Enterprises, Inc. February 27, 2009 Form 10-Q 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, 004 From 10-K with the Commission).
(18) Letter Re: Change in Accounting Principles
18.1 Letter from the Registrant's Independent Accountant dated August 12, 2005
indicating a change in the method of applying accounting practices followed
by the Registrant for the fiscal year ended June 3, 2005 (incorporated by
reference to Exhibit 18.1 to Golden Enterprises, Inc.'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.
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31.2 Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes Oxley Act of 2002.
32.1 Certification of Chief Executive Officer pursuant to Section 906 of the
Sarbanes Oxley Act of 2002.
32.2 Certification of Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(99) Additional Exhibits
99.1 A copy of excerpts of the Last Will and Testament and Codicils thereto of
Sloan Y. Bashinsky, Sr. and of the SYB Common Stock Trust created by Sloan
Y. Bashinsky, Sr. providing for the creation of a Voting Committee to vote
the shares of common stock of Golden Enterprises, Inc. held by SYB, Inc.
and the Estate/Testamentary Trust of Sloan Y. Bashinsky, Sr. (Incorporated
by reference to Exhibit 99.1 to Golden Enterprises, Inc. May 31, 2005 Form
10-k filed with the Commission).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GOLDEN ENTERPRISES, INC.
-----------------------
(Registrant)
Dated: October 8, 2009 /s/Mark W. McCutcheon
--------------- ---------------------
Mark W. McCutcheon
President and
Chief Executive Officer
Dated: October 8, 2009 /s/ Patty Townsend
--------------- ------------------
Patty Townsend
Vice-President and
Chief Financial Officer
(Principal Accounting Officer)
19