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 (twenty-six weeks) period ended November 28, 2008
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-4339
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GOLDEN ENTERPRISES, INC.
------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 63-0250005
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Golden Flake Drive
Birmingham, Alabama 35205
----------------------------------------- -----------------------------------
(Address of Principle Executive Offices) (Zip Code)
(205) 458-7316
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes (X) No ( )
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer, or a smaller reporting company
(as defined in Rule 12b-2 of the Act). (Check one):
Large accelerated filer Accelerated filer Non-accelerated filer
--- --- ---
Smaller reporting company X
---
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes ( ) No (X)
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of December 31, 2008.
Outstanding at
Class December 31, 2008
----- -----------------
Common Stock, Par Value $0.66 2/3 11,746,632
GOLDEN ENTERPRISES, INC.
INDEX
Part I. FINANCIAL INFORMATION Page No.
Item 1 Financial Statements (unaudited)
Condensed Consolidated Balance Sheets
November 28, 2008 (unaudited) and May 30, 2008 3
Condensed Consolidated Statements of Income (unaudited)
Thirteen Weeks and Twenty-Six Ended November 28, 2008 and November 30, 4
2007
Condensed Consolidated Statements of Cash Flows
(unaudited)- Twenty-Six Weeks Ended November 28, 2008 and November 30,
2007 5
Notes to Condensed Consolidated Financial
Statements (unaudited) 7
Report of Independent Registered Public Accounting Firm 9
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Item 3 Quantitative and Qualitative
Disclosure About Market Risk 13
Item 4 Controls and Procedures 13
Part II. OTHER INFORMATION 14
Item 1 Legal Proceedings 14
Item 1-A Risk Factors 14
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 14
Item 3 Defaults Upon Senior Securities 14
Item 4 Submission of Matters to a Vote of Security Holders 15
Item 5 Other Information 15
Item 6 Exhibits 16
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited) (Audited)
November 28, May 30,
2008 2008
------------ ------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 2,440,684 $ 442,756
Receivables, net 7,954,543 7,940,547
Inventories:
Raw materials and supplies 1,666,114 1,467,400
Finished goods 2,956,670 2,870,698
------------ ------------
4,622,784 4,338,098
------------ ------------
Prepaid expenses 1,997,244 1,642,959
Deferred income taxes 649,420 649,420
------------ ------------
Total current assets 17,664,675 15,013,780
------------ ------------
Property, plant and equipment, net 12,286,151 14,629,336
Other assets 2,286,266 2,592,929
------------ ------------
Total $ 32,237,092 $ 32,236,045
============ ============
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Checks outstanding in excess of bank balances $ - $ 817,370
Accounts payable 3,832,496 3,567,939
Accrued income taxes 293,276 160,619
Other accrued expenses 4,696,269 4,989,684
Salary continuation plan 137,361 131,993
Line of credit outstanding 1,995,436 1,484,368
------------ ------------
Total current liabilities 10,954,838 11,151,973
------------ ------------
LONG-TERM LIABILITIES
Salary continuation plan 1,457,018 1,499,421
Deferred income taxes 620,077 620,077
------------ ------------
Total long-term liabilities 2,077,095 2,119,498
------------ ------------
STOCKHOLDER'S EQUITY
Common stock - $.66-2/3 par value:
35,000,000 shares authorized
Issued 13,828,793 shares 9,219,195 9,219,195
Additional paid-in capital 6,497,954 6,497,954
Retained earnings 14,376,809 14,060,942
------------ ------------
30,093,958 29,778,091
Less: Cost of common shares in treasury (2,082,161 shares at November 28, 2008
and 2,039,886 shares at May 30, 2008) (10,888,799) (10,813,517)
------------ ------------
Total stockholder's equity 19,205,159 18,964,574
------------ ------------
Total $ 32,237,092 $ 32,236,045
============ ============
See Accompanying Notes to Condensed Consolidated Financial Statements
3
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 28, 2008 November 30, 2007 November 28, 2008 November 30, 2007
------------------ ----------------- ----------------- -----------------
Net sales $29,155,330 $27,504,759 $59,006,018 $55,898,987
Cost of sales 15,791,595 14,213,757 31,176,866 28,621,556
----------------- ----------------- ----------------- -----------------
Gross margin 13,363,735 13,291,002 27,829,152 27,277,431
Selling, general and administrative expenses 13,010,121 12,986,925 26,889,178 25,668,807
----------------- ----------------- ----------------- -----------------
Operating income 353,614 304,077 939,974 1,608,624
----------------- ----------------- ----------------- -----------------
Other income (expenses):
Gain on sale of assets 804,767 34,245 849,678 44,745
Interest expense (48,308) (42,175) (108,252) (74,918)
Other income 15,691 47,393 25,187 100,126
----------------- ----------------- ----------------- -----------------
Total other income (expenses) 772,150 39,463 766,613 69,953
----------------- ----------------- ----------------- -----------------
Income before income taxes 1,125,764 343,540 1,706,587 1,678,577
Income taxes 427,646 148,215 654,003 640,879
----------------- ----------------- ----------------- -----------------
Net income $ 698,118 $ 195,325 $ 1,052,584 $ 1,037,698
================= ================= ================= =================
PER SHARE OF COMMON STOCK
Basic earnings $ 0.06 $ 0.02 $ 0.09 $ 0.09
Diluted earnings $ 0.06 $ 0.02 $ 0.09 $ 0.09
Weighted average number of common
stock share outstanding:
Basic 11,757,956 11,825,742 11,770,671 11,830,515
Diluted 11,757,956 11,825,742 11,770,671 11,830,515
Cash dividends paid per share of
common stock $ 0.0313 $ 0.0313 $ 0.0626 $ 0.0626
See Accompanying Notes to Condensed Consolidated Financial Statements
4
GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Twenty-Six Twenty-Six
Weeks Ended Weeks Ended
November 28, 2008 November 30, 2007
----------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Cash received from customers $ 58,992,022 $ 56,705,018
Miscellaneous income 25,187 100,126
Cash paid to suppliers & employees (30,357,320) (28,513,530)
Cash paid for operating expenses (26,931,843) (25,957,638)
Income taxes paid (521,346) (787,392)
Interest expenses paid (108,252) (74,918)
----------------- -----------------
Net cash from operating activities 1,098,448 1,471,666
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment (670,111) (957,016)
Proceeds from sale of property, plant and equipment 2,687,892 46,945
Collection of notes receivable - 28,487
----------------- -----------------
Net cash provided by (used in) investing activities 2,017,781 (881,584)
CASH FLOWS FROM FINANCING ACTIVITIES
Debt proceeds 10,039,428 13,469,903
Debt repayments (9,528,360) (13,550,916)
Change in checks outstanding in excess of bank
balances (817,370) 229,974
Cash dividends paid (736,717) (739,709)
Purchases of treasury shares (75,282) (49,153)
----------------- -----------------
Net cash used in financing activities (1,118,301) (639,901)
Net change in cash and cash equivalents 1,997,928 (49,819)
Cash and cash equivalents at beginning of period 442,756 706,852
----------------- -----------------
Cash and cash equivalents at end of period $ 2,440,684 $ 657,033
================= =================
See Accompanying Notes to Condensed Consolidated Financial Statements
5
GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - CONTINUED
RECONCILIATION OF NET INCOME TO NET CASH FROM OPERATING ACTIVITIES
FOR THE TWENTY-SIX WEEKS ENDED NOVEMBER 28, 2008 AND NOVEMBER 30, 2007
Twenty-Six Twenty-Six
Weeks Ended Weeks Ended
November 28, 2008 November 30, 2007
------------------ ------------------
Net Income $ 1,052,584 $ 1,037,698
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 1,175,082 1,139,806
Gain on sale of property and equipment (849,678) (44,745)
Changes in operating assets and liabilities:
Change in receivables - net (13,996) 806,031
Change in inventories (284,686) (386,363)
Change in prepaid expenses (354,285) (142,683)
Change in other assets 306,663 44,381
Change in accounts payable 264,557 (313,733)
Change in accrued expenses (293,415) (486,609)
Change in salary continuation (37,035) (35,604)
Change in accrued income taxes 132,657 (146,513)
------------------ ------------------
Net cash provided by operating activities $ 1,098,448 $ 1,471,666
================== ==================
6
GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. The accompanying unaudited condensed consolidated financial statements
of Golden Enterprises, Inc. (the "Company") have been prepared in
accordance with accounting principles generally accepted in the United
States of America (GAAP) for interim financial information and with the
instructions to Form 10-Q and Article 10 to Regulation S-X.
Accordingly, they do not include all information and footnotes required
by GAAP for complete financial statements. In the opinion of
management, all adjustments (consisting only of normal, recurring
accruals) necessary for a fair presentation have been included. For
further information, refer to the consolidated financial statements and
footnotes included in the Golden Enterprises, Inc. and subsidiary ("the
Company") Annual Report on Form 10-K for year ended May 30, 2008.
2. The consolidated results of operations for the twenty-six weeks ended
November 28, 2008 are not necessarily indicative of the results to be
expected for the fifty-three week fiscal year ending June 5, 2009.
3. The following tables summarize the prepaid assets accounts at November
28, 2008 and May 30, 2008.
Prepaid Breakdown
November 28, 2008 May 30, 2008
----------------- ----------------
Truck Shop Supplies $ 710,237 $ 717,802
Insurance Deposit 188,959 188,959
Slotting Fees 137,516 202,391
Deferred Advertising Fees 496,242 -
Prepaid Insurance 162,182 285,777
Prepaid Taxes/Licenses 155,656 200,445
Prepaid Dues/Supplies 127,041 10,237
Other 19,411 37,348
----------------- ----------------
$ 1,997,244 $ 1,642,959
================= ================
4. The principal raw materials used in the manufacture of the Company's
snack food products are potatoes, corn, vegetable oils and seasoning.
The principal supplies used are flexible film, cartons, trays, boxes
and bags. These raw materials and supplies are generally available in
adequate quantities in the open market from sources in the United
States and are generally contracted up to a year in advance.
5. Inventories are stated at the lower of cost or market. Cost is computed
on the first-in, first-out method.
7
6. The following table provides a reconciliation of the denominator used
in computing basic earnings per share to the denominator used in
computing diluted earnings per share for the twenty-six weeks ended
November 28, 2008 and November 30, 2007:
----------------- -----------------
Twenty-Six Twenty-Six
Weeks Ended Weeks Ended
November 28, 2008 November 30, 2007
----------------- -----------------
Weighted average number of common shares used in computing basic
earnings per share 11,770,671 11,830,515
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 11,770,671 11,830,515
================= =================
Stock options excluded from the above reconciliation because they are
anti-dilutive 369,000 369,000
================= =================
7. The Company has a letter of credit in the amount of $2,264,857
outstanding at November 28, 2008 compared to $2,314,857 at November 30,
2007. 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 November 28, 2008 was $1,995,436 with an interest rate of
4.00%, leaving the Company with $4,564 of credit availability. The
Company's line-of-credit debt as of November 30, 2007 was $812,562 with
an interest rate of 7.75%, leaving the Company with $1,187,438 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.
10. On November 25, 2008, the Company closed the sale of the property
located at 2926 Kraft Drive in Nashville, Tennessee and across the
street from this address for $2,100,000.
11. On October 22, 2008 the Purchaser cancelled, within the due diligence
period provided for in the contract, the Purchase and Sale Agreement to
purchased the property located at 4771 Phyllis Street, Jacksonville,
Florida for $200,000.
8
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------
We have reviewed the accompanying condensed consolidated balance sheet of Golden
Enterprises, Inc. and subsidiary as of November 28, 2008, and the related
condensed consolidated statements of income and cash flows for the twenty-six
week periods ended November 28, 2008 and November 30, 2007. 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 30, 2008
and the related consolidated statements of operations, changes in stockholders'
equity and cash flows for the fiscal year then ended (not presented herein), and
in our report dated July 30, 2008 we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth in
the accompanying condensed consolidated balance sheet as of May 30, 2008, is
fairly stated in all material respects in relation to the consolidated balance
sheet from which it has been derived.
Birmingham, Alabama
January 8, 2009 DUDLEY, HOPTON-JONES, SIMS & FREEMAN PLLP
9
ITEM 2
------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's discussion and analysis of our financial condition and results of
operations are based upon the condensed consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States. This discussion should be read in conjunction with our
recent SEC filings, including Form 10-K for the year ended May 30, 2008. The
preparation of these financial statements requires us to make estimates and
judgments about future events that affect the reported amounts of assets,
liabilities, revenues and expenses, and the related disclosures. Future events
and their effects cannot be determined with absolute certainty. Therefore,
management's determination of estimates and judgments about the carrying values
of assets and liabilities requires the exercise of judgment in the selection and
application of assumptions based on various factors, including historical
experience, current and expected economic conditions and other factors believed
to be reasonable under the circumstances. We routinely evaluate our estimates
including those considered significant and discussed in detail in Form 10-K for
the year ended May 30, 2008. Actual results may differ from these estimates
under different assumptions or conditions and such differences may be material.
Overview
The Company manufactures and distributes a full line of snack items, such as
potato chips, tortilla chips, corn chips, fried pork skins, baked and fried
cheese curls, onion rings and puff corn. The products are all packaged in
flexible bags or other suitable wrapping material. The Company also sells a line
of cakes and cookie items, canned dips, pretzels, peanut butter crackers, cheese
crackers, dried meat products and nuts packaged by other manufacturers using the
Golden Flake label.
No single product or product line accounts for more than 50% of the Company's
sales, which affords some protection against loss of volume due to a crop
failure of major agricultural raw materials. Raw materials used in manufacturing
and processing the Company's snack food products are purchased on the open
market and under contract through brokers and directly from growers. A large
part of the raw materials used by the Company consists of farm commodities which
are subject to precipitous changes in supply and price. Weather varies from
season to season and directly affects both the quality and supply available. The
Company has no control of the agricultural aspects and its profits are affected
accordingly.
The Company sells its products through 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 approximately 322 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 28, 2008 and May 30, 2008, working capital was $6,709,837 and
$3,861,807, respectively.
Cash was used to purchase 30,377 shares of treasury stock this quarter in the
amount of $52,950. The Company's current ratio was 1.61 to 1.00 at November 28,
2008 compared to 1.35 to 1.00 at May 30, 2008.
10
Accounts Receivable and Allowance for Doubtful Accounts
At November 28, 2008 and May 30, 2008 the Company had accounts receivables in
the amount of $7,954,543 and $7,940,547, net of an allowance for doubtful
accounts of $70,000 and $70,000, respectively.
The following table summarizes the Company's customer accounts receivable
profile as of November 28, 2008 and May 30, 2008:
Amount Range No. of Customers
------------ ----------------
November 28, 2008 May 30, 2008
Less than $1,000.00 1,053 1,118
$1,001.00-$10,000.00 524 558
$10,001.00-$100,000.00 116 113
$100,001.00-$500,000.00 6 8
$500,001.00-$1,000,000.00 1 1
$1,000,001.00-$2,500,000.00 0 0
----------------- ----------------
Total All Accounts 1,700 1,798
================= ================
Contractual Obligations
The following table summarizes the significant contractual obligations of the
Company as of November 28, 2008:
Contractual Obligations Total Current 2-3 Years 4-5 Years Thereafter
------------------------------ ------------ ----------- -------------- ----------- -------------
Vehicle Lease $3,604,745 $ 902,270 $1,799,505 $ 902,970 $ -
Salary Continuation Plan 1,594,379 137,361 309,871 363,444 783,703
------------ ----------- -------------- ----------- -------------
Total Contractual Obligations $5,199,124 $1,039,631 $2,109,376 $1,266,414 $783,703
============ =========== ============== =========== =============
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 28, 2008, net sales increased 6.0% from
the comparable period in fiscal 2008. For the twenty-six weeks ended November
28, 2008, net sales increased 5.6% from the comparable period in fiscal 2008.
This year's second quarter cost of sales was 54.2% of net sales compared to
51.7% for last year's second quarter. This year's second quarter, selling,
general and administrative expenses were 44.6% of net sales compared to 47.2%
for last year's second quarter. This year's year to date selling, general and
administrative expenses were 45.6% of net sales compared to 45.9% for last
year's year to date.
11
The following tables compare manufactured products to resale products:
Manufactured Products-Resale Products
Thirteen Weeks Ended Thirteen Weeks Ended
November 28, 2008 November 30, 2007
Sales % %
Manufactured Products $ 23,227,596 79.7% $ 22,147,538 80.5%
Resale Products 5,927,734 20.3% 5,357,221 19.5%
-------------------- ---------- -------------- ----------
Total $ 29,155,330 100.0% $ 27,504,759 100.0%
==================== ========== ============== ==========
Gross Margin % %
Manufactured Products $ 11,195,693 48.2% $ 11,592,903 52.3%
Resale Products 2,168,042 36.6% 1,698,099 31.7%
-------------------- ---------- -------------- ----------
Total $ 13,363,735 45.8% $ 13,291,002 48.3%
==================== ========== ============== ==========
Twenty-Six Weeks Ended Twenty-Six Weeks Ended
November 28, 2008 November 30, 2007
Sales % %
Manufactured Products $ 47,063,062 79.8% $ 45,080,534 80.6%
Resale Products 11,942,956 20.2% 10,818,453 19.4%
------------------- ---------- -------------- -----------
Total $ 59,006,018 100.0% $ 55,898,987 100.0%
=================== ========== ============== ===========
Gross Margin % %
Manufactured Products $ 23,303,268 49.5% $ 23,802,650 52.8%
Resale Products 4,525,884 37.9% 3,474,781 32.1%
------------------- ---------- -------------- -----------
Total $ 27,829,152 47.2% $ 27,277,431 48.8%
=================== ========== ============== ===========
The Company's gain on sale of assets for the thirteen weeks ended November 28,
2008 in the amount of $804,767 was from the sale of used transportation
equipment for $22,055 and from the sale of warehouse properties at Marietta,
Georgia and Nashville, Tennessee for $782,712.
For last year's thirteen weeks, the gain on sale of assets was $34,245 from the
sale of used equipment for cash.
The Company's effective tax rate for the thirteen weeks was 38.0% compared to
43.1% for the last year's thirteen weeks and 38.3% for the twenty-six weeks this
year and 38.2% last year.
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.
12
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.
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.
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
13
Company's internal control over financial reporting to determine whether any
changes occurred during the Company's second fiscal quarter ended November 28,
2008 that have materially affected, or are reasonably likely to materially
affect, the Company's internal control over financial reporting. Based on that
evaluation, there has been no such change during the period covered by this
report.
PART II OTHER INFORMATION
ITEM 1
------
LEGAL PROCEEDINGS
There are no material pending legal proceedings against the Company or its
subsidiary other than routine litigation incidental to the business of the
Company and its subsidiary.
ITEM 1-A
--------
RISK FACTORS
There are no material changes in our risk factors from those disclosed in our
2008 Annual Report on Form 10-K.
ITEM 2
-------
UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS
The Company did not sell any equity securities during the period covered by this
report.
Registrant Purchases of Equity Securities.
Cash was used to purchase 30,377 shares of treasury stock for the quarterly
period ended November 28, 2008 in the amount of $52,275. In addition, commission
fees in the sum of $675 were paid to the broker.
ISSUER PURCHASES OF EQUITY SECURITIES
------------------------------------ --------------- ----------------------- --------------------- ----------------------
Period (a) Total (b) Average Price (c) Total Number of (d) Maximum Number
Number of Paid per Share (or Shares (or Approximate
Shares Unit) (or Units) Dollar Value) of
(or Units) Purchased as Part Shares (or Units)
Purchased of Publicly that May Yet Be
Announced Plans or Purchased Under the
Programs Plans or Programs
------------------------------------ --------------- ----------------------- --------------------- ----------------------
August 30 to September 26 6,266 $1.79
------------------------------------ --------------- ----------------------- --------------------- ----------------------
September 27 to October 31 24,111 $1.70
------------------------------------ --------------- ----------------------- --------------------- ----------------------
November 1 to November 28 -0- -0-
------------------------------------ --------------- ----------------------- --------------------- ----------------------
Total Second Quarter 30,377 $1.72
------------------------------------ --------------- ----------------------- --------------------- ----------------------
ITEM 3
------
DEFAULTS UPON SENIOR SECURITIES
Not applicable.
14
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 25, 2008.
(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 10,725,940 447,583
Edward R. Pascoe 11,169,468 4,055
John P. McKleroy, Jr. 10,748,077 425,446
James I. Rotenstreich 11,168,268 5,255
John S.P. Samford 11,166,201 7,322
J. Wallace Nall, Jr. 10,722,304 451,219
F. Wayne Pate 10,728,469 445,054
Joann F. Bashinsky 10,727,139 446,384
Mark W. McCutcheon 10,795,391 378,132
ITEM 5
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OTHER INFORMATION
Not applicable.
15
ITEM 6
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EXHIBITS
(3) Articles of Incorporation and By-laws of Golden Enterprises, Inc.
3.1 Certificate of Incorporation of Golden Enterprises, Inc. (originally
known as "Golden Flake, Inc.") dated December 11, 1967 (incorporated
by reference to Exhibit 3.1 to Golden Enterprises, Inc. May 31, 2004
Form 10-K filed with the Commission).
3.2 Certificate of Amendment of Certificate of Incorporation of Golden
Enterprises, Inc. dated December 22, 1976 (incorporated by reference
to Exhibit 3.2 to Golden Enterprises, Inc. May 31, 2004 Form 10-K
filed with the Commission).
3.3 Certificate of Amendment of Certificate of Incorporation of Golden
Enterprises, Inc. dated October 2, 1978 (incorporated by reference to
Exhibit 3 to Golden Enterprises, Inc. May 31, 1979 Form 10-K filed
with the Commission).
3.4 Certificate of Amendment of Certificate of Incorporation of Golden
Enterprises, Inc. dated October 4, 1979 (incorporated by reference to
Exhibit 3 to Golden Enterprises, Inc. May 31, 1980 Form 10-K filed
with the Commission).
3.5 Certificate of Amendment of Certificate of Incorporation of Golden
Enterprises, Inc. dated September 24, 1982 (incorporated by reference
to Exhibit 3.1 to Golden Enterprises, Inc. May 31, 1983 Form 10-K
filed with the Commission).
3.6 Certificate of Amendment of Certificate of Incorporation of Golden
Enterprises, Inc. dated September 22, 1983 (incorporated by reference
to Exhibit 19.1 to Golden Enterprises, Inc. Form 10-Q Report for the
quarter ended November 30, 1983 filed with the Commission).
3.7 Certificate of Amendment of Certificate of Incorporation of Golden
Enterprises. Inc. dated October 3, 1985 (incorporated by reference to
Exhibit 19.1 to Golden Enterprises, inc. Form l0-Q Report for the
quarter ended November 30, 1985 filed with the Commission).
3.8 Certificate of Amendment of Certificate of Incorporation of Golden
Enterprises, Inc. dated September 23, 1987 (incorporated by reference
to Exhibit 3.1 to Golden Enterprises, Inc. May 31, 1988 Form 10-K
filed with the Commission).
3.9 By-Laws of Golden Enterprises, Inc. (incorporated by reference to
Exhibit 3.4 to Golden Enterprises, Inc. May 31, 1988 Form 10-K filed
with the Commission).
(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
16
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).
10.7 Equipment Purchase and Sale Agreement dated October 2000 whereby
Golden Flake Snack Foods. Inc., a wholly-owned subsidiary of Golden
Enterprises, Inc., sold the Nashville, Tennessee Plant Equipment
(incorporated by reference as Exhibit 10.1 to Golden Enterprises, Inc.
May 31, 2001 Form 10-K filed with the Commission).
10.9 Amendment to Salary Continuation Plans, Retirement and Disability for
F. Wayne Pate dated April 9. 2002 (incorporated by reference to
Exhibit 10.2 to Golden Enterprises, Inc. May 31, 2002 Form 10-K filed
with the Commission).
10.10 Amendment to Salary Continuation Plans, Retirement and Disability for
John S. Stein dated April 9, 2002 (incorporated by reference to
Exhibit 10.3 to Golden Enterprises, Inc. May 31, 2002 Form 10-K filed
with the Commission).
10.11 Amendment to Salary Continuation Plan, Death Benefits for John S.
Stein dated April 9, 2002 (incorporated by reference to Exhibit 10.4
to Golden Enterprises, Inc. May 31, 2002 Form 10-K filed with the
Commission).
10.12 Retirement and Consulting Agreement for John S. Stein dated April 9,
2002 (incorporated by reference to Exhibit 10.5 to Golden Enterprises,
Inc. May 31, 2002 Form 10-K filed with the Commission).
10.13 Salary Continuation Plan for Mark W. McCutcheon dated May 15, 2002
(incorporated by reference to Exhibit 10.6 to Golden Enterprises, Inc.
May 31, 2002 Form 10-K filed with the Commission).
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10.14 Trust Under Salary Continuation Plan for Mark W. McCutcheon dated May
15, 2002 (incorporated by reference to Exhibit 10.7 to Golden
Enterprises, Inc. May 31, 2002 Form 10-K filed with the Commission).
10.15 Lease of aircraft executed by and between Golden Flake Snack Foods,
Inc., a wholly-owned subsidiary of Golden Enterprises, Inc., and Joann
F. Bashinsky dated February 1, 2006 (incorporated by reference to
Exhibit 10.15 to Golden Enterprises, Inc. June 2, 2006 Form 10-K filed
with the Commission).
10.16 Real Property Purchase and Sale Agreement dated May 2, 2008 whereby
Golden Flake Snack Foods, Inc., a wholly-owned subsidiary of Golden
Enterprises, Inc. re-acquired certain real property in Nashville,
Tennessee.
10.17 Purchase and Sale Agreement executed between Golden Flake Snack
Foods, Inc. as Seller, and Alternative Communications, Inc., as
Purchaser, with an effective date of September 10, 2008, for the sale
of real property and improvements being located at 4771 Phyllis,
Jacksonville, Duval County, Florida.
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.
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
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).
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,
18
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: January 15, 2009 /s/Mark W. McCutcheon
---------------- ---------------------
Mark W. McCutcheon
President and
Chief Executive Officer
Dated: January 15, 2009 /s/ Patty Townsend
---------------- ------------------
Patty Townsend
Vice-President and
Chief Financial Officer
(Principal Accounting Officer)
19