Edgar Filing: GOLDEN ENTERPRISES INC

a6571022.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 (twenty-six weeks) period ended November 26, 2010

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

For the transition period from	to

Commission file number	0-4339

GOLDEN ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

DELAWARE		63-0250005
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

One Golden Flake Drive
Birmingham, Alabama		35205
(Address of Principle Executive Offices)		(Zip Code)

(205) 458-7316

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (X) No ( )

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Act). (Check one):

Large accelerated filer ______

Accelerated filer ______

Non-accelerated filer ______

Smaller reporting company X

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ( ) No (X)

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of December 31, 2010.

		Outstanding at
Class		December 31, 2010
Common Stock, Par Value $0.66 2/3		11,734,632

EXCHANGE ACT REPORTS AVAILABLE ON COMPANY WEBSITE

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

	GOLDEN ENTERPRISES, INC.
	INDEX
Part I.	FINANCIAL INFORMATION	Page No.
Item 1	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets November 26, 2010 (unaudited) and May 28, 2010	4
	Condensed Consolidated Statements of Income (unaudited) Thirteen Weeks and Twenty-Six Weeks Ended November 26, 2010 and November 27, 2009	5
	Condensed Consolidated Statements of Cash Flows (unaudited)- Twenty-Six Weeks Ended November 26, 2010 and November 27, 2009	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	8
	Report of Independent Registered Public Accounting Firm	10
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3	Quantitative and Qualitative Disclosure About Market Risk	14
Item 4	Controls and Procedures	14
Part II.	OTHER INFORMATION	15
Item 1	Legal Proceedings	15
Item 1-A	Risk Factors	15
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3	Defaults Upon Senior Securities	16
Item 4	Submission of Matters to a Vote of Security Holders	16
Item 5	Other Information	16
Item 6	Exhibits	17

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS

	(Unaudited)			(Audited)
	November 26,			May 28,
	2010			2010
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1,439,426		$	1,443,801
Receivables, net		9,963,850			9,534,542
Inventories:
Raw materials and supplies		1,705,445			1,580,379
Finished goods		4,307,994			3,320,286
		6,013,439			4,900,665

Prepaid expenses		2,357,365			1,573,253
Deferred income taxes		580,154			580,154
Total current assets		20,354,234			18,032,415

Property, plant and equipment, net		23,940,247			22,279,624
Other assets		2,404,372			2,431,321

Total	$	46,698,853		$	42,743,360

LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Checks outstanding in excess of bank balances	$	836,529		$	1,083,512
Accounts payable		9,419,241			6,137,412
Accrued income taxes		-			238,031
Current portion of long-term debt		357,901			350,304
Other accrued expenses		4,232,414			4,465,977
Salary continuation plan		161,109			154,812
Line of credit outstanding		2,543,326			1,781,996

Total current liabilities		17,550,520			14,212,044

LONG-TERM LIABILITIES
Notes payable - bank, non-current		3,299,218			3,479,879
Salary continuation plan		1,264,180			1,317,251
Deferred income taxes		1,586,833			1,586,833

Total long-term liabilities		6,150,231			6,383,963

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		18,206,712			17,319,003
		33,923,861			33,036,152
Less: Cost of common shares in treasury (2,094,161 shares at November 26, 2010
and 2,082,161 shares at May 28, 2010)		(10,925,759	)		(10,888,799	)

Total stockholder's equity		22,998,102			22,147,353

Total	$	46,698,853		$	42,743,360


See Accompanying Notes to Condensed Consolidated Financial Statements

GOLDEN ENTERPRISES, INC. AND SUDSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

	Thirteen			Thirteen			Twenty-Six			Twenty-Six
	Weeks			Weeks			Weeks			Weeks
	Ended			Ended			Ended			Ended
	November 26, 2010			November 27, 2009			November 26, 2010			November 27, 2009

Net sales	$	30,910,393		$	31,452,068		$	62,866,477		$	64,044,230
Cost of sales		16,344,042			16,534,907			32,092,672			33,136,103
Gross margin		14,566,351			14,917,161			30,773,805			30,908,127

Selling, general and administrative expenses		13,691,261			13,867,314			28,147,691			28,197,167
Operating income		875,090			1,049,847			2,626,114			2,710,960

Other (expenses) income:
Gain on sale of assets		13,608			7,374			51,785			44,305
Interest expense		(115,379	)		(90,147	)		(195,597	)		(137,006	)
Other income		99,301			48,235			123,657			58,985
Total other (expenses) income		(2,470	)		(34,538	)		(20,155	)		(33,716	)

Income before income taxes		872,620			1,015,309			2,605,959			2,677,244
Income taxes		330,959			331,301			984,159			953,352
Net income	$	541,661		$	684,008		$	1,621,800		$	1,723,892

PER SHARE OF COMMON STOCK
Basic earnings	$	0.05		$	0.06		$	0.14		$	0.15
Diluted earnings	$	0.05		$	0.06		$	0.14		$	0.15

Weighted average number of common
stock share outstanding:
Basic		11,734,632			11,746,632			11,737,203			11,746,632
Diluted		11,734,632			11,746,632			11,737,203			11,746,632

Cash dividends paid per share of
common stock	$	0.0313		$	0.0313		$	0.0626		$	0.0626

See Accompanying Notes to Condensed Consolidated Financial Statements

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



	Twenty-Six			Twenty-Six
	Weeks Ended			Weeks Ended
	November 26, 2010			November 27, 2009



CASH FLOWS FROM OPERATING ACTIVITIES

Cash received from customers	$	62,437,169		$	64,587,106
Miscellaneous income		123,657			58,985
Cash paid to suppliers and employees		(28,660,218	)		(30,584,447	)
Cash paid for operating expenses		(28,849,734	)		(28,840,596	)
Income taxes paid		(1,275,048	)		(723,172	)
Interest expenses paid		(195,597	)		(137,006	)
Net cash provided by operating activities		3,580,229			4,360,870


CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property, plant and equipment		(3,216,571	)		(6,542,240	)
Proceeds from sale of property, plant and equipment		61,735			64,398
Net cash used in investing activities		(3,154,836	)		(6,477,842	)


CASH FLOWS FROM FINANCING ACTIVITIES

Debt proceeds		17,259,519			12,644,869
Debt repayments		(16,671,253	)		(9,995,526	)
Change in checks outstanding in excess of bank
balances		(246,983	)		(262,373	)
Cash dividends paid		(734,091	)		(734,801	)
Purchases of treasury shares		(36,960	)		-
Net cash (used in) provided by financing activities		(429,768	)		1,652,169


Net change in cash and cash equivalents		(4,375	)		(464,803	)
Cash and cash equivalents at beginning of period		1,443,801			1,178,060
Cash and cash equivalents at end of period	$	1,439,426		$	713,257


See Accompanying Notes to Condensed Consolidated Financial Statements

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - CONTINUED

RECONCILIATION OF NET INCOME TO NET CASH FROM OPERATING ACTIVITIES
FOR THE TWENTY-SIX WEEKS ENDED NOVEMBER 26, 2010 AND NOVEMBER 27, 2009




	Twenty-Six			Twenty-Six
	Weeks Ended			Weeks Ended
	November 26, 2010			November 27, 2009

Net Income	$	1,621,800		$	1,723,892
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization		1,545,998			1,169,414
Gain on sale of property and equipment		(51,785	)		(44,305	)

Changes in operating assets and liabilities:
Change in receivables - net		(429,308	)		542,876
Change in inventories		(1,112,774	)		(576,113	)
Change in prepaid expenses		(784,112	)		(497,449	)
Change in other assets		26,949			(38,723	)
Change in accounts payable		3,281,829			2,300,860
Change in accrued expenses		(233,563	)		(406,292	)
Change in salary continuation		(46,774	)		(43,470	)
Change in accrued income taxes		(238,031	)		230,180

Net cash provided by operating activities	$	3,580,229		$	4,360,870


See Accompanying Notes to Condensed Consolidated Financial Statements

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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 28, 2010.

2.	The consolidated results of operations for the twenty-six weeks ended November 26, 2010 are not necessarily indicative of the results to be expected for the fifty-three week fiscal year ending June 03, 2011.

3.	The following tables summarize the prepaid assets accounts at November 26, 2010 and May 28, 2010.

	November 26, 2010		May 28, 2010

Truck shop supplies	$	668,358	$	670,278
Insurance deposit		138,959		138,959
Slotting fees		109,660		179,579
Deferred advertising fees		588,096		-
Prepaid insurance		442,544		210,528
Prepaid taxes/licenses		266,795		220,127
Prepaid dues/supplies		122,065		114,723
Other		20,888		39,059

	$	2,357,365	$	1,573,253

The principal raw materials used in the manufacture of the Company’s snack food products are potatoes, corn, pork skin pellets, vegetable oils and seasoning. The principal supplies used are flexible film, cartons, trays, boxes and bags. These raw materials and supplies are generally available in adequate quantities in the open market from sources in the United States and are generally contracted up to a year in advance.

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

6.	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 twenty-six weeks ended November 26, 2010 and November 27, 2009:


	Twenty-Six		Twenty-Six
	Weeks Ended		Weeks Ended
	November 26, 2010		November 27, 2009

Weighted average number of common shares used in computing basic		11,737,203		11,746,632
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		11,737,203		11,746,632

Stock options excluded from the above reconciliation because they are
anti-dilutive		329,000		329,000

7.	The Company has a letter of credit in the amount of $2,000,000 outstanding at November 26, 2010 compared to $2,057,014 at May 28, 2010. The letter of credit supports the Company’s commercial self-insurance program.

The Company has a line-of-credit agreement with a local bank that permits borrowing up to $3 million. During the quarter ended 11/27/2009, this line of credit was renewed and the limit was increased from $2 million to $3 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 November 26, 2010 was $2,543,326 with an interest rate of 4.00%, leaving the Company with $456,674 of credit availability. The Company’s line-of-credit debt as of May 28, 2010 was $1,781,996 with an interest rate of 4.00%, leaving the Company with $1,218,004 of credit availability.

The Company has a note payable with a balance due as of November 26, 2010 of $3.6 million. 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 $4.0 million. 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.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have reviewed the accompanying condensed consolidated balance sheet of Golden Enterprises, Inc. and subsidiary as of November 26, 2010, and the related condensed consolidated statements of income for the thirteen week and twenty-six week periods ended November 26, 2010 and the related condensed statements of cash flows for the twenty-six week period ended November 26, 2010 and November 27, 2009. 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 28, 2010 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 5, 2010 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 28, 2010, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived.

Birmingham, Alabama
January 6, 2011	DUDLEY, HOPTON-JONES, SIMS & FREEMAN PLLP

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 28, 2010. 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 28, 2010. 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 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 November 26, 2010 and May 28, 2010, working capital was $2,803,714 and $3,820,371, respectively.

The Company did not purchase shares of treasury stock this quarter. The Company’s current ratio was 1.16 to 1.00 at November 26, 2010 compared to 1.27 to 1.00 at May 28, 2010.

Accounts Receivable and Allowance for Doubtful Accounts

At November 26, 2010 and May 28, 2010 the Company had accounts receivables in the amount of $9,963,850 and $9,534,542, net of an allowance for doubtful accounts of $70,000 and $76,790, respectively.

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 November 26, 2010, net sales decreased 1.7% from the comparable period in fiscal 2010. For the twenty-six weeks ended November 26, 2010, net sales decreased 1.8% from the comparable period in fiscal 2010. This year’s second quarter cost of sales was 52.9% of net sales compared to 52.6% for last year’s second quarter. This year’s year to date cost of sales was 51.0% of net sales compared to 51.7% for last year’s year to date. This year’s second quarter, selling, general and administrative expenses were 44.3% of net sales compared to 44.1% for last year’s second quarter. This year’s year to date selling, general and administrative expenses were 44.8% of net sales compared to 44.0% for last year’s year to date.

The following tables compare manufactured products to resale products:

Manufactured Products-Resale Products

	Thirteen Weeks Ended					Thirteen Weeks Ended
	November 26, 2010					November 27, 2009
Sales			%					%
Manufactured Products	$	23,547,102		76.2	%	$	24,490,300		77.9	%
Resale Products		7,363,291		23.8	%		6,961,768		22.1	%
Total	$	30,910,393		100.0	%	$	31,452,068		100.0	%


Gross Margin			%					%
Manufactured Products	$	12,031,676		51.1	%	$	12,439,581		50.8	%
Resale Products		2,534,675		34.4	%		2,477,580		35.6	%
Total	$	14,566,351		47.1	%	$	14,917,161		47.4	%

	Twenty-Six Weeks Ended					Twenty-Six Weeks Ended
	November 26, 2010					November 27, 2009
Sales			%					%
Manufactured Products	$	48,734,435		77.5	%	$	50,718,141		79.2	%
Resale Products		14,132,042		22.5	%		13,326,089		20.8	%
Total	$	62,866,477		100.0	%	$	64,044,230		100.0	%


Gross Margin			%					%
Manufactured Products	$	25,747,346		52.8	%	$	26,080,679		51.4	%
Resale Products		5,026,459		35.6	%		4,827,448		36.2	%
Total	$	30,773,805		49.0	%	$	30,908,127		48.3	%

The Company’s gain on sale of assets for the thirteen weeks ended November 26, 2010 in the amount of $13,608 was from the sale of used transportation equipment.

For last year’s thirteen weeks, the gain on sale of assets was $7,374 from the sale of used transportation equipment.

The Company’s effective tax rate for the thirteen weeks was 37.9% compared to 32.6% for the last year’s thirteen weeks and 37.8% for the twenty-six weeks this year and 35.6% last year.

Market Risk

The principal market risks (i.e., the risk of loss arising from adverse changes in market rates and prices), to which the Company is exposed, are commodity prices affecting the cost of its raw materials.

The Company is subject to market risk with respect to commodities because its ability to recover increased costs through higher pricing may be limited by the competitive environment in which it operates. The Company purchases its raw materials on the open market and under contract through brokers or directly from growers. Future contracts have been used occasionally to hedge immaterial amounts of commodity purchases, but none are presently being used.

Inflation

Certain costs and expenses of the Company are affected by inflation. The Company’s prices for its products over the past several years have remained relatively flat. The Company will contend with the effect of further inflation through efficient purchasing, improved manufacturing methods, pricing and by monitoring and controlling expenses.

Environmental Matters

There have been no material effects of compliance with governmental provisions regulating discharge of materials into the environment.

Subsequent Events

Not applicable.

Forward-Looking Statements

This discussion contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those forward-looking statements. Factors that may cause actual results to differ materially include, but are not limited to, price competition, industry consolidation, raw material costs and effectiveness of sales and marketing activities, as described in the Company’s filings with the Securities and Exchange Commission.

ITEM 3

QUANTITATIVE AND QUALITATIVE

DISCLOSURE ABOUT MARKET RISK

Pursuant to Item 305(e) of Regulation S-K (Section 229.305(e)) the Company is not required to provide the Information under this item, as it is a “Smaller Reporting Company” as defined by Rule 229.10(f)(1).

ITEM 4

CONTROLS AND PROCEDURES

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this report. Any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures provided reasonable assurance that the disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and in accumulating and communicating such information to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the Company’s internal control over financial reporting to determine whether any changes occurred during the Company’s second fiscal quarter ended November 26, 2010 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 2010 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 November 26, 2010.

ISSUER PURCHASES OF EQUITY SECURITIES

Period	(a) Total Number of Shares (or Units) Purchased	(b) Average Price Paid per Share (or Unit)	(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
August 28 to September 24	-0-	-0-	-0-	-0-
September 25 to October 29	-0-	-0-	-0-	-0-
October 30 to November 26	-0-	-0-	-0-	-0-
Total Second Quarter	-0-	-0-	-0-	-0-

ITEM 3

DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4

SUBMISSION OF MATTERS TO

A VOTE OF SECURITY HOLDERS

(a)	The Annual Meeting of Stockholders of Golden Enterprises, Inc. was held on September 22, 2010.
(b)	All director nominees were elected.
(c)	The following is a tabulation of the voting for the election of Directors:

ELECTION OF DIRECTORS

Names	Votes For	Votes Withheld

John S. Stein, III	8,958,870	5,319
Edward R. Pascoe	8,960,427	3,762
John P. McKleroy, Jr.	8,444,601	519,588
Paul R. Bates	8,446,902	517,287
John S.P. Samford	8,958,588	5,601
J. Wallace Nall, Jr.	8,434,237	529,952
F. Wayne Pate	8,434,511	529,678
Joann F. Bashinsky	8,433,799	530,390
William B. Morton, Jr.	8,963,270	919
David A. Jones	8,443,924	520,265
Mark W. McCutcheon	8,448,328	515,861

ITEM 5

OTHER INFORMATION

Not applicable.

ITEM 6

EXHIBITS

(3)	Articles of Incorporation and By-laws of Golden Enterprises, Inc.

3.1	Certificate of Incorporation of Golden Enterprises, Inc. (originally known as “Golden Flake, Inc.”) dated December 11, 1967 (incorporated by reference to Exhibit 3.1 to Golden Enterprises, Inc. May 31, 2004 Form 10-K filed with the Commission).

3.2	Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated December 22, 1976 (incorporated by reference to Exhibit 3.2 to Golden Enterprises, Inc. May 31, 2004 Form 10-K filed with the Commission).

3.3	Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated October 2, 1978 (incorporated by reference to Exhibit 3 to Golden Enterprises, Inc. May 31, 1979 Form 10-K filed with the Commission).

3.4	Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated October 4, 1979 (incorporated by reference to Exhibit 3 to Golden Enterprises, Inc. May 31, 1980 Form 10-K filed with the Commission).

3.5	Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated September 24, 1982 (incorporated by reference to Exhibit 3.1 to Golden Enterprises, Inc. May 31, 1983 Form 10-K filed with the Commission).

3.6	Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated September 22, 1983 (incorporated by reference to Exhibit 19.1 to Golden Enterprises, Inc. Form 10-Q Report for the quarter ended November 30, 1983 filed with the Commission).

3.7	Certificate of Amendment of Certificate of Incorporation of Golden Enterprises. Inc. dated October 3, 1985 (incorporated by reference to Exhibit 19.1 to Golden Enterprises, inc. Form l0-Q Report for the quarter ended November 30, 1985 filed with the Commission).

3.8	Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated September 23, 1987 (incorporated by reference to Exhibit 3.1 to Golden Enterprises, Inc. May 31, 1988 Form 10-K filed with the Commission).

3.9	By-Laws of Golden Enterprises, Inc. (incorporated by reference to Exhibit 3.4 to Golden Enterprises, Inc. May 31, 1988 Form 10-K filed with the Commission).

(10) Material Contracts.

10.1	A Form of Indemnity Agreement executed by and between Golden Enterprises, Inc. and Each of its Directors (incorporated by reference as Exhibit 19.1 to Golden Enterprises, Inc. Form 10-Q Report for the quarter ended November 30, 1987 filed with the Commission).

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).

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).

10.20	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).

10.21	Purchase and Sale Agreement executed by and between Golden Flake Snack Foods, Inc., as Seller, and Rodney D. Evans and Everett James Crowell, as Purchasers, with an effective date of December 14, 2009, for the sale of land and improvements located in Duval County, at 4771 Phyllis St., Jacksonville, Florida (incorporated by reference to Exhibit 10.21 Golden Enterprises, Inc. November 27, 2009 Form 10-Q filed with the Commission).

10.22	Purchase and Sale Agreement executed by and between Golden Flake Snack Foods, Inc., as Seller, and Airmasters, Inc., as Purchaser, with an effective date of April 22, 2010, for the sale of a Cessna 551 aircraft, s/n 551-0556 (incorporated by reference to Exhibit 10.22 to Golden Enterprises, Inc. May 28, 2010 Form 10-K filed with the Commission).

10.23	Termination of aircraft lease executed by and between Golden Flake Snack Foods, Inc., a wholly-owned subsidiary of Golden Enterprises, Inc., and Joann F. Bashinsky dated April 22, 2010 (incorporated by reference to Exhibit 10.23 to Golden Enterprises, Inc. May 28, 2010 Form 10-K 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.

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. June 3, 2005 Form 10-K filed with the Commission).

21	Subsidiaries of the Registrant (incorporated by reference to Exhibit 21 to Golden Enterprises, Inc. May 31, 2004 Form 10-K filed with the Commission)

(31)	Certifications

31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(99)	Additional Exhibits

99.1	A copy of excerpts of the Last Will and Testament and Codicils thereto of Sloan Y. Bashinsky, Sr. and of the SYB Common Stock Trust created by Sloan Y. Bashinsky, Sr. providing for the creation of a Voting Committee to vote the shares of common stock of Golden Enterprises, Inc. held by SYB, Inc. and the Estate/Testamentary Trust of Sloan Y. Bashinsky, Sr. (Incorporated by reference to Exhibit 99.1 to Golden Enterprises, Inc. May 31, 2005 Form 10-k filed with the Commission).

101.INS	XBRL Instance Document

101.SCH	XBRL Taxonomy Extension Schema Document

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB	XBRL Taxonomy Extension Label Linkbase Document

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GOLDEN ENTERPRISES, INC.
	(Registrant)

Dated: January 13, 2011	/s/Mark W. McCutcheon
	Mark W. McCutcheon
	Chairman of the Board,
	President and
	Chief Executive Officer

Dated: January 13, 2011	/s/ Patty Townsend
	Patty Townsend
	Vice-President and
	Chief Financial Officer
	(Principal Accounting Officer)