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 30, 2007
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 (Zip Code)
Offices)
(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. See definition of accelerated
filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer Accelerated filer Non-accelerated 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, 2007
Outstanding at
Class December 31, 2007
----- -----------------
Common Stock, Par Value $0.66 11,816,752
2/3
GOLDEN ENTERPRISES, INC.
INDEX
Part I. FINANCIAL INFORMATION Page No.
Item 1 Financial Statements (unaudited)
Condensed Consolidated Balance Sheets
November 30, 2007 (unaudited) and June 1, 2007 3
Condensed Consolidated Statements of Income (unaudited)
Thirteen Weeks and Twenty-Six Weeks Ended November 30,
2007 and December 1, 2006 4
Condensed Consolidated Statements of Cash Flows
(unaudited)- Twenty-Six Weeks Ended November 30, 2007 and
December 1, 2006 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 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 14
Item 3 Defaults Upon Senior Securities 15
Item 4 Submission of Matters to a Vote of Security Holders 15
Item 5 Other Information 16
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 30, June 1,
2007 2007
------------ ----------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 657,033 $ 706,852
Receivables, net 7,652,396 8,458,427
Notes receivable, current 60,490 58,126
Inventories:
Raw materials and supplies 1,742,620 1,340,389
Finished goods 3,019,417 3,035,285
------------ ----------------
4,762,037 4,375,674
------------ ----------------
Prepaid expenses 1,765,583 1,622,900
Deferred income taxes 583,179 583,179
------------ ----------------
Total current assets 15,480,718 15,805,158
------------ ----------------
PROPERTY, PLANT AND EQUIPMENT 12,771,644 12,956,633
OTHER ASSETS
Long-term note receivable 1,627,779 1,658,630
Other assets 2,860,626 2,905,007
------------ ----------------
Total $ 32,740,767 $ 33,325,428
============ ================
CURRENT LIABILITIES
Checks outstanding in excess of bank balances $ 1,615,637 $ 1,385,663
Accounts payable 3,446,766 3,760,499
Accrued income taxes 171,685 318,198
Other accrued expenses 4,574,149 5,060,758
Salary continuation plan 126,834 121,877
Note payable - current - 270,625
Line of credit outstanding 812,562 622,950
------------ ----------------
Total current liabilities 10,747,633 11,540,570
------------ ----------------
LONG-TERM LIABILITIES
Salary continuation plan 1,541,876 1,582,437
Deferred income taxes 752,298 752,298
------------ ----------------
Total long-term liabilities 2,294,174 2,334,735
------------ ----------------
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 14,708,558 14,410,568
------------ ----------------
30,425,707 30,127,717
Less: Cost of common shares in treasury (2,009,695 at November 30,
2007
and 1,993,463 at June 1, 2007) (10,726,747) (10,677,594)
------------ ----------------
Total stockholder's equity 19,698,960 19,450,123
------------ ----------------
Total $ 32,740,767 $ 33,325,428
============ ================
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
11/30/07 12/01/06 11/30/07 12/01/06
---------------- -------------- --------------- ----------------
Net sales $ 27,504,759 $ 26,596,212 $ 55,898,987 $ 54,421,150
Cost of sales 14,213,757 14,235,696 28,621,556 28,906,898
--------------- -------------- --------------- ----------------
Gross margin 13,291,002 12,360,516 27,277,431 25,514,252
Selling, general and administrative
expenses 12,986,925 12,756,527 25,668,807 25,556,551
--------------- -------------- --------------- ----------------
Operating income (loss) 304,077 (396,011) 1,608,624 (42,299)
--------------- -------------- --------------- ----------------
Other income (expenses):
Gain on sale of assets 34,245 28,968 44,745 35,910
Interest expense (42,175) (65,593) (74,918) (119,162)
Other income 47,393 53,663 100,126 95,613
--------------- -------------- --------------- ----------------
Total other income 39,463 17,038 69,953 12,361
--------------- -------------- --------------- ----------------
Income (loss) before income taxes 343,540 (378,973) 1,678,577 (29,938)
Income taxes 148,215 (139,845) 640,879 (11,033)
--------------- -------------- --------------- ----------------
Net income (loss) $ 195,325 $ (239,128) $ 1,037,698 $ (18,905)
=============== ============== =============== ================
PER SHARE OF COMMON STOCK
Basic earnings $ 0.02 $ (0.02) $ 0.09 $ -
Diluted earnings $ 0.02 $ (0.02) $ 0.09 $ -
Weighted average number of common
stock share outstanding:
Basic 11,825,742 11,835,330 11,830,515 11,835,330
Diluted 11,825,742 11,835,330 11,830,515 11,835,330
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
11/30/07 12/01/06
--------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
Cash received from customers $ 56,705,018 $ 55,193,626
Interest income 76,396 71,403
Rental income 16,924 20,135
Miscellaneous income 6,806 4,075
Cash paid to suppliers & employees (28,513,530) (28,462,413)
Cash paid for operating expenses (25,957,638) (25,301,140)
Income taxes (paid)/received (787,392) (492,671)
Interest expenses paid (74,918) (119,162)
--------------- ---------------
Net cash from operating activities 1,471,666 913,853
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment (957,016) (683,221)
Proceeds from sale of property, plant and equipment 46,945 50,049
Collection of notes receivable 28,487 26,301
--------------- ---------------
Net cash used in investing activities (881,584) (606,871)
CASH FLOWS FROM FINANCING ACTIVITIES
Debt proceeds 13,469,903 9,997,205
Debt repayments (13,550,916) (9,199,783)
Change in checks outstanding in excess of bank
balances 229,974 (114,852)
Cash dividends paid (739,709) (739,712)
Purchases of treasury shares (49,153) -
--------------- ---------------
Net cash used in financing activities (639,901) (57,142)
Net change in cash and cash equivalents (49,819) 249,840
Cash and cash equivalents at beginning of period 706,852 321,627
--------------- ---------------
Cash and cash equivalents at end of period $ 657,033 $ 571,467
=============== ===============
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 30, 2007 AND DECEMBER 1, 2006
Twenty-Six Twenty-Six
Weeks Ended Weeks Ended
11/30/07 12/01/06
--------------- --------------
Net Income $ 1,037,698 $ (18,905)
Adjustments to reconcile net income to net cash
provided by
operating activities:
Depreciation and amortization 1,139,806 1,116,050
Gain on sale of property and equipment (44,745) (35,910)
Change in receivables - net 806,031 772,476
Change in inventories (386,363) (668,919)
Change in prepaid expenses (142,683) (219,866)
Change in other assets 44,381 123,833
Change in accounts payable (313,733) 322,524
Change in accrued expenses (486,609) 59,955
Change in salary continuation (35,604) (33,681)
Change in accrued income taxes (146,513) (503,704)
--------------- --------------
Net cash provided by operating activities $ 1,471,666 $ 913,853
=============== ==============
See Accompanying Notes to Condensed Consolidated Financial Statements
6
GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. The accompanying unaudited condensed consolidated financial statements of
Golden Enterprises, Inc. (the "Company") have been prepared in accordance
with accounting principles generally accepted in the United States of
America (GAAP) for interim financial information and with the instructions
to Form 10-Q and Article 10 to Regulation S-X. Accordingly, they do not
include all information and footnotes required by GAAP for complete
financial statements. In the opinion of management, all adjustments
(consisting only of normal, recurring accruals) necessary for a fair
presentation have been included. For further information, refer to the
consolidated financial statements and footnotes included in the Golden
Enterprises, Inc. and subsidiary ("the Company") Annual Report on Form 10-K
for year ended June 1, 2007.
2. The consolidated results of operations for the twenty-six weeks ended
November 30, 2007 are not necessarily indicative of the results to be
expected for the fifty-two week fiscal year ending May 30, 2008.
3. The following tables summarize the prepaid assets accounts at November 30,
2007 and December 1, 2006:
Prepaid Breakdown
November 30, 2007 December 1, 2006
------------------ -----------------
Truck Shop Supplies $ 688,263 $ 683,195
Insurance Deposit 187,980 227,640
Slotting Fees 123,967 160,450
Deferred Advertising Fees 411,750 394,996
Prepaid Insurance 185,452 177,292
Prepaid Taxes/Licenses 144,960 130,439
Prepaid Dues/Supplies 3,929 33,562
Other 19,282 20,751
------------------ -----------------
$ 1,765,583 $ 1,828,325
================== =================
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.
6. In June 2006, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation No. 48, "Accounting For Uncertainty in Income Taxes - an
Interpretation of FASB Statement 109", (FIN 48). FIN 48 is effective for
fiscal years beginning after December 15, 2006. FIN 48 was adopted in the
current period and it did not have a material impact on the current period
financial position, results of operations or cash flows.
7
7. 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 30, 2007
and December 1, 2006:
---------------------------
Twenty-Six Twenty-Six
Weeks Ended Weeks Ended
11/30/07 12/01/06
---------------------------
Weighted average number of common shares used in
computing basic 11,830,515 11,835,330
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 11,830,515 11,835,330
============== ============
Stock options excluded from the above reconciliation
because they are
anti-dilutive 369,000 369,000
============== ============
8. The Company has a letter of credit in the amount of $2,314,857 outstanding
at November 30, 2007, compared to $2,668,846 at December 1, 2006. The
letter of credit supports the Company's commercial self-insurance program.
9. 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
30, 2007 was $812,562 with an interest rate of 7.75%, leaving the Company
with $1,187,438 of credit availability. The Company's line-of-credit debt
as of December 1, 2006 was $1,471,363 with an interest rate of 8.25%,
leaving the Company with $528,637 of credit availability.
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.
The Company's notes receivable require collateral and management believes
they are well secured.
8
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------
We have reviewed the accompanying interim consolidated balance sheet of Golden
Enterprises, Inc. and subsidiary as of November 30, 2007 and the related interim
consolidated statements of income and cash flows for the twenty-six week period
then ended. These financial statements are the responsibility of the Company's
management.
We conducted our review in accordance with standards established by the Public
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 expressions 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 (United States), the consolidated balance sheet as of
June 1, 2007 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 31, 2007 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 June 1, 2007, is fairly stated in all material respects in relation
to the consolidated balance sheet from which it has been derived.
Birmingham, Alabama
January 10, 2008 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 June 1, 2007. 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 June 1, 2007. 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 429 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.
OTHER MATTERS
Transactions with related parties, reported in Note 12 of the Notes to
Consolidated Financial Statements in the Annual Report to Stockholders for
fiscal year ended June 1, 2007, are conducted on an arm's-length basis in the
ordinary course of business.
10
LIQUIDITY AND CAPITAL RESOURCES
Working Capital was $4,264,588 at June 1, 2007 and $4,733,085 at the end of the
second quarter. Net cash provided by operating activities amounted to $1,471,666
for the twenty-six weeks ended November 30, 2007 compared to $913,853 for the
same period last year.
Cash dividends of $369,853 were paid during this year's second quarter compared
to $369,856 last year. Cash was used to purchase 16,136 shares of treasury stock
this quarter in the amount of $48,852. The Company's current ratio was 1.44 to
1.00 at November 30, 2007 compared to 1.30 to 1.00 at December 1, 2006.
Accounts Receivable and Allowance for Doubtful Accounts
At November 30, 2007 and June 1, 2007 the Company had accounts receivables in
the amount of $7,652,396 and $8,458,427, net of an allowance for doubtful
accounts of $70,000 and $112,915, respectively. The Company purchased credit
insurance for accounts receivable during the thirteen weeks which reduced
allowance for doubtful accounts to $70,000. Without credit insurance, the
allowance for doubtful accounts would have been $98,553 compared to $112,915
last year.
The following table summarizes the Company's customer accounts receivable
profile as of November 30, 2007:
Amount Range No. of Customers
------------ ----------------
Less than $1,000.00 1,201
$1,001.00-$10,000.00 524
$10,001.00-$100,000.00 109
$100,001.00-$500,000.00 8
$500,001.00-$1,000,000.00 1
$1,000,001.00-$2,500,000.00 0
------------------
Total All Accounts 1,843
==================
The following table summarizes the significant contractual obligations of the
Company as of November 30, 2007:
Contractual Obligations Total Current 2-3 Years 4-5 Years Thereafter
------------------------------ ------------ ------------- -------------- ------------- ---------------
Vehicle Leases $ 1,094,150 $ 256,048 $ 488,560 $ 349,542 $ -
Salary Continuation Plan 1,668,710 126,834 286,123 335,590 920,163
------------ ------------- -------------- ------------- ---------------
Total Contractual Obligations $ 2,762,860 $ 382,882 $ 774,683 $ 685,132 $ 920,163
============ ============= ============== ============= ===============
11
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 30, 2007, net sales increased 3.4% from
the comparable period in fiscal 2007. For the twenty-six weeks ended November
30, 2007, net sales increased 2.7% from the comparable period in fiscal 2007.
This year's second quarter cost of sales was 51.7% of net sales compared to
53.5% for last year's second quarter. This year's second quarter, selling,
general, and administrative expenses were 47.2% of net sales compared to 48.0%
for last year's second quarter. This year's year to date, selling, general and
administrative expenses were 45.9% of net sales compared to 47.0% 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 30, 2007 December 1, 2006
Sales % %
Manufactured Products $ 22,147,538 80.5% $ 21,230,021 79.8%
Resale Products 5,357,221 19.5% 5,366,191 20.2%
---------------- ---------- ---------------- -----------
Total $ 27,504,759 100.0% $ 26,596,212 100.0%
================ ========== ================ ===========
Gross Margin % %
Manufactured Products $ 11,592,903 52.3% $ 10,017,471 47.2%
Resale Products 1,698,099 31.7% 2,343,045 43.7%
---------------- ---------- ---------------- -----------
Total $ 13,291,002 48.3% $ 12,360,516 46.5%
================ ========== ================ ===========
Twenty-Six Weeks Ended Twenty-Six Weeks Ended
November 30, 2007 December 1, 2006
Sales % %
Manufactured Products $ 45,080,534 80.6% $ 43,471,893 79.9%
Resale Products 10,818,453 19.4% 10,949,257 20.1%
---------------- ---------- ---------------- -----------
Total $ 55,898,987 100.0% $ 54,421,150 100.0%
================ ========== ================ ===========
Gross Margin % %
Manufactured Products $ 23,802,650 52.8% $ 20,689,550 47.6%
Resale Products 3,474,781 32.1% 4,824,702 44.1%
---------------- ---------- ---------------- -----------
Total $ 27,277,431 48.8% $ 25,514,252 46.9%
================ ========== ================ ===========
The Company's gain on sales of assets for the thirteen weeks ended November 30,
2007 in the amount of $34,245 was from the sale of used transportation equipment
for cash.
For last year's thirteen weeks, the gain on sale of assets was $28,968 from the
sale of used equipment for cash.
12
The Company's effective tax rate for the thirteen weeks was 43.1% compared to
-36.9% for the last year's thirteen weeks and 38.2% for the twenty-six weeks
this year and -36.9% 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.
Included in the Company's cash and cash equivalents are short-term marketable
securities. Presently, these are variable rate money market mutual funds.
Assuming November 30, 2007 variable rate investment levels and a one-point
change in interest rates would impact interest income by $4,042 on an annual
basis.
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. Commodity prices are projected to
reach record highs in 2008 which will have an effect on both manufacturing and
distribution costs. 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
Included in Item 2, Management's Discussion and Analysis of Financial Condition
and Results of Operations- Market Risk beginning on page 10.
13
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 30,
2007 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
2007 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 16,136 shares of treasury stock for the quarterly
period ended November 30, 2007 in the amount of $48,360. In addition, commission
fees in the sum of $492 were paid to the broker.
14
Period (a) Total (b) Average Price (c) Total (d) Maximum Number
Number of Paid per Share Number of (or Approximate
Shares (or Unit) Shares Dollar Value) of
(or Units) (or Units) Shares (or Units)
Purchased Purchased as that May Yet Be
Part of Purchased Under the
Publicly Plans or Programs
Announced
Plans or
Programs
---------------------------- ------------ ------------------ -------------- ---------------------
Month #1
Sept. 1 to Sept. 30, 1,396 $3.00
---------------------------- ------------ ------------------ -------------- ---------------------
Month #2
October 1 to October 31 13,341 $3.00
---------------------------- ------------ ------------------ -------------- ---------------------
Month #3
November 1 to November 30 1,399 $3.00
---------------------------- ------------ ------------------ -------------- ---------------------
ITEM 3
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DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4
------
SUBMISSION OF MATTERS TO
A VOTE OF SECURITY HOLDERS
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 20, 2007.
(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 9,823,413 467,572
Edward R. Pascoe 10,210,420 80,565
John P. McKleroy, Jr. 9,880,657 410,328
James I. Rotenstreich 10,211,320 79,665
John S.P. Samford 10,244,412 46,573
J. Wallace Nall, Jr. 9,857,084 433,901
F. Wayne Pate 9,823,489 467,496
Joann F. Bashinsky 9,825,765 465,220
Mark W. McCutcheon 9,927,260 363,725
15
ITEM 5
------
OTHER INFORMATION
Not applicable.
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).
16
(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 Company 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).
10.8 Real Property Contract of Sale dated October 2000 whereby Golden Flake
Snack Foods, Inc. sold the Nashville, Tennessee Plant Real Property
(incorporated by reference as Exhibit 10.2 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).
17
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).
(31) Certifications
3 1.1 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).
18
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 11, 2008 /s/Mark W. McCutcheon
---------------- ---------------------
Mark W. McCutcheon
President and
Chief Executive Officer
Dated: January 11, 2008 /s/ Patty Townsend
---------------- ------------------
Patty Townsend
Vice-President and
Chief Financial Officer
(Principal Accounting Officer)
19