XNAS:GLDC Golden Enterprises Inc Quarterly Report 10-Q Filing - 3/2/2012

Effective Date 3/2/2012

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
 
FORM 10-Q

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

For the quarterly (thirteen and thirty-nine weeks) period ended March 2, 2012

OR
 
(  ) 
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from
 
to
 
       
Commission file number
 
0-4339
 
       


GOLDEN ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

DELAWARE
 
63-0250005
 
(State or other jurisdiction of
 
(I.R.S. Employer
  incorporation or organization)
 
Identification No.)
     
One Golden Flake Drive
   
Birmingham, Alabama
 
35205
(Address of Principle Executive Offices)
 
(Zip Code)

(205) 458-7316
(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes (  ) 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 March 30, 2012.
   
Outstanding at
Class
 
March 30, 2012
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.

 
2

 
 
   
GOLDEN ENTERPRISES, INC.
 
   
   
INDEX
 
   
   
Page No.
         
     
         
     
 
4
         
     
 
 
5
         
     
 
 
6
         
     
 
8
         
     
10
         
   
11
         
   
 
14
         
   
14
         
   
15
         
   
15
         
   
15
         
   
15
         
   
15
         
   
15
         
   
15
         
   
16
 
 
3

 
 
 
 
 
CONDENSED CONSOLIDATED BALANCE SHEETS
 
             
   
(Unaudited)
   
(Audited)
 
   
March 2,
   
June 3,
 
   
2012
   
2011
 
ASSETS
 
CURRENT ASSETS
           
Cash and cash equivalents
  $ 1,475,817     $ 2,721,638  
Receivables, net
    10,846,695       10,220,220  
Inventories:
               
Raw materials and supplies
    1,809,816       1,596,731  
Finished goods
    3,515,944       3,398,898  
      5,325,760       4,995,629  
                 
Prepaid expenses
    2,148,714       1,803,827  
Accrued income taxes
    112,708       865,467  
Deferred income taxes
    633,370       633,370  
Total current assets
    20,543,064       21,240,151  
                 
Property, plant and equipment, net
    25,512,637       24,646,418  
Other assets
    2,141,737       2,234,337  
                 
Total
  $ 48,197,438     $ 48,120,906  
                 
LIABILITIES AND STOCKHOLDER'S EQUITY
 
CURRENT LIABILITIES
               
Checks outstanding in excess of bank balances
  $ 1,461,516     $ 998,386  
Accounts payable
    5,615,632       6,323,448  
Current portion of long-term debt
    354,717       344,791  
Other accrued expenses
    4,438,018       4,604,603  
Salary continuation plan
    177,994       167,662  
Line of credit outstanding
    1,955,004       1,777,567  
                 
Total current liabilities
    14,002,881       14,216,457  
                 
LONG-TERM LIABILITIES
               
Notes payable - bank, non-current
    5,797,330       6,064,983  
Salary continuation plan
    1,125,166       1,211,895  
Deferred income taxes
    2,969,917       2,969,917  
                 
Total long-term liabilities
    9,892,413       10,246,795  
                 
STOCKHOLDER'S EQUITY
               
Common stock - $.66-2/3 par value:
               
35,000,000 shares authorized
               
Issued 13,828,793 shares
    9,219,195       9,219,195  
Additional paid-in capital
    6,497,954       6,497,954  
Retained earnings
    19,510,754       18,866,264  
      35,227,903       34,583,413  
Less:  Cost of common shares in treasury (2,094,161 shares at March 2, 2012
               
and June 3, 2011 respectively)
    (10,925,759 )     (10,925,759 )
                 
Total stockholder's equity
    24,302,144       23,657,654  
                 
Total
  $ 48,197,438     $ 48,120,906  
                 
See Accompanying Notes to Condensed Consolidated Financial Statements
               
 
 
4

 
 
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
 
                         
   
Thirteen
   
Fourteen
   
Thirty-Nine
   
Forty
 
   
Weeks
   
Weeks
   
Weeks
   
Weeks
 
   
Ended
   
Ended
   
Ended
   
Ended
 
   
March 2, 2012
   
March 4, 2011
   
March 2, 2012
   
March 4, 2011
 
                         
Net sales
  $ 34,429,717     $ 34,085,864     $ 100,905,570     $ 96,952,341  
Cost of sales
    17,902,409       18,093,815       52,622,503       50,186,487  
Gross margin
    16,527,308       15,992,049       48,283,067       46,765,854  
                                 
Selling, general and administrative expenses
    15,564,283       15,276,576       45,482,908       43,424,267  
  Operating income
    963,025       715,473       2,800,159       3,341,587  
                                 
Other (expenses) income:
                               
  Gain on sale of assets
    44,450       8,157       136,835       59,942  
  Interest expense
    (70,313 )     (84,530 )     (218,876 )     (280,127 )
  Other income
    22,522       30,868       88,365       154,525  
Total other (expenses) income
    (3,341 )     (45,505 )     6,324       (65,660 )
                                 
Income before income taxes
    959,684       669,968       2,806,483       3,275,927  
Income  taxes
    366,724       254,993       1,061,867       1,239,152  
Net income
  $ 592,960     $ 414,975     $ 1,744,616     $ 2,036,775  
                                 
PER SHARE OF COMMON STOCK
                               
Basic earnings
  $ 0.05     $ 0.03     $ 0.15     $ 0.17  
Diluted earnings
  $ 0.05     $ 0.03     $ 0.15     $ 0.17  
                                 
Weighted average number of common
                               
stock share outstanding:
                               
Basic
    11,734,632       11,734,632       11,734,632       11,736,303  
Diluted
    11,734,632       11,734,632       11,734,632       11,736,303  
                                 
Cash dividends paid per share of
                               
common stock
  $ 0.0313     $ 0.0313     $ 0.0938     $ 0.0938  

See Accompanying Notes to Condensed Consolidated Financial Statements

 
5

 

 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 
             
             
             
   
Thirty-Nine
   
Forty
 
   
Weeks Ended
   
Weeks Ended
 
   
March 2, 2012
   
March 4, 2011
 
             
             
             
CASH FLOWS FROM OPERATING ACTIVITIES
           
             
Cash received from customers
  $ 100,279,095     $ 96,722,788  
Miscellaneous income
    88,365       154,525  
Cash paid to suppliers and employees
    (51,790,737 )     (46,703,613 )
Cash paid for operating expenses
    (45,384,829 )     (43,830,642 )
Income taxes paid
    (309,108 )     (1,462,631 )
Interest expenses paid
    (218,876 )     (280,127 )
Net cash provided by operating activities
    2,663,910       4,600,300  
                 
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
                 
Purchase of property, plant and equipment
    (3,423,624 )     (4,363,502 )
Proceeds from sale of property, plant and equipment
    231,177       77,535  
Net cash used in investing activities
    (3,192,447 )     (4,285,967 )
                 
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
                 
Debt proceeds
    27,204,764       26,765,492  
Debt repayments
    (27,285,054 )     (26,542,676 )
Change in checks outstanding in excess of bank
               
balances
    463,130       (384,922 )
Cash dividends paid
    (1,100,124 )     (1,100,799 )
Purchases of treasury shares
    -       (36,960 )
Net cash used in financing activities
    (717,284 )     (1,299,865 )
                 
                 
Net change in cash and cash equivalents
    (1,245,821 )     (985,532 )
Cash and cash equivalents at beginning of period
    2,721,638       1,443,801  
Cash and cash equivalents at end of period
  $ 1,475,817     $ 458,269  
                 
See Accompanying Notes to Condensed Consolidated Financial Statements
               
 
 
6

 
 
GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - CONTINUED
 
             
RECONCILIATION OF NET INCOME TO NET CASH FROM OPERATING ACTIVITIES
 
FOR THE THIRTY-NINE WEEKS ENDED MARCH 2, 2012 AND FORTY WEEKS ENDED MARCH 4, 2011
 
             
             
             
             
   
Thirty-Nine
   
Forty
 
   
Weeks Ended
   
Weeks Ended
 
   
March 2, 2012
   
March 4, 2011
 
             
Net Income
  $ 1,744,616     $ 2,036,775  
Adjustments to reconcile net income to net cash provided by
               
   operating activities:
               
Depreciation and amortization
    2,463,063       2,353,905  
Gain on sale of property and equipment
    (136,835 )     (59,942 )
                 
Changes in operating assets and liabilities:
               
Change in receivables - net
    (626,475 )     (229,553 )
Change in inventories
    (330,131 )     129,651  
Change in prepaid expenses
    (344,887 )     (614,308 )
Change in other assets
    92,600       132,152  
Change in accounts payable
    (707,816 )     1,423,859  
Change in accrued expenses
    (166,587 )     (277,891 )
Change in salary continuation
    (76,397 )     (70,869 )
Change in accrued income taxes
    752,759       (223,479 )
                 
Net cash provided by operating activities
  $ 2,663,910     $ 4,600,300  
                 
See Accompanying Notes to Condensed Consolidated Financial Statements
         
 
 
7

 


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


1.  
The accompanying unaudited condensed consolidated financial statements of Golden Enterprises, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 to Regulation S-X.  Accordingly, they do not include all information and footnotes required by GAAP for complete financial statements.  In the opinion of management, all adjustments (consisting only of normal, recurring accruals) necessary for a fair presentation have been included.  For further information, refer to the consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for year ended June 3, 2011.

2.  
The consolidated results of operations for the thirty-nine weeks ended March 2, 2012 are not necessarily indicative of the results to be expected for the fifty-two week fiscal year ending June 1, 2012.

3.  
The following tables summarize the prepaid assets accounts at March 2, 2012 and June 3, 2011.
 
             
             
   
March 2, 2012
   
June 3, 2011
 
             
Truck shop supplies
  $ 582,342     $ 657,788  
Insurance deposit
    138,959       138,959  
Prepaid marketplace spending
    162,692       239,157  
Deferred advertising fees
    346,750       -  
Prepaid insurance
    306,817       168,712  
Prepaid taxes/licenses
    221,694       152,115  
Prepaid dues/supplies
    356,335       413,805  
Other
    33,125       33,291  
                 
    $ 2,148,714     $ 1,803,827  
                 
 
4.  
The principal raw materials used in the manufacture of the Company’s snack food products are potatoes, corn, pork skin pellets, vegetable oils and seasoning.  The principal supplies used are flexible film, cartons, trays, boxes and bags.  These raw materials and supplies are generally available in adequate quantities in the open market from sources in the United States and are generally contracted up to a year in advance.

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

6.  
As of October 15, 2011 all stock options expired and there are no instruments related to diluted earnings that are left outstanding.

7.  
The Company has a letter of credit in the amount of $2,000,000 outstanding at March 2, 2012 and June 3, 2011. The letter of credit supports the Company’s commercial self-insurance program.
 
 
8

 

8.  
The Company has a line-of-credit agreement with a bank that permits borrowing up to $3,000,000. The line-of-credit is subject to the Company’s continued credit worthiness and compliance with the terms and conditions of the loan agreement. The Company’s line-of-credit debt as of March 2, 2012 was $1,955,004 with an interest rate of 3.50%, leaving the Company with $1,044,996 of credit availability. The Company’s line-of-credit debt as of June 3, 2011 was $1,777,567 with an interest rate of 4.00%, leaving the Company with $1,222,433 of credit availability.

9.  
The Company has a note payable with a balance of $6,200,000 as of March 2, 2012.  The loan was established as a construction loan in March 2009 to help fund the construction of a process water treatment facility.  In September 2009, the note converted to a 10-year fixed-rate note at 4.25% for $4,000,000.  In March 2011, the loan was modified by taking the remaining balance of $3,532,700 and adding another $2,900,000 to finance the purchase and implementation of a new Enterprise Resource Planning computer software system.  At that time, the interest rate on the loan was adjusted to 3.52% and the terms were re-established at 15 years for the repayment of the loan.  The Company has been making monthly payments on the note and intends to repay it at the earliest practicable date, as there are no prepayment penalties.

10.  
The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash equivalents and trade receivables.

The Company maintains deposit relationships with high credit quality financial institutions.  The Company’s trade receivables result primarily from its snack food operations and reflect a broad customer base, primarily large grocery store chains located in the Southeastern United States.  The Company routinely assesses the financial strength of its customers.  As a consequence, concentrations of credit risk are limited.

 
9

 


 
 
We have reviewed the accompanying condensed consolidated balance sheet of Golden Enterprises, Inc. and subsidiary as of March 2, 2012, and the related condensed consolidated statements of income for the thirteen week and thirty-nine week periods and fourteen and forty week periods ended March 2, 2012 and March 4, 2011, and the related condensed statements of cash flows for the thirty-nine and forty week periods ended March 2, 2012 and March 4, 2011.  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 June 3, 2011 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 4, 2011 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 3, 2011, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived.


 
  DUDLEY, HOPTON-JONES, SIMS & FREEMAN PLLP
 


Birmingham, Alabama
April 5, 2012

 
10

 


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 3, 2011 and filed on August 23, 2011.  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 3, 2011.  Actual results may differ from these estimates under different assumptions or conditions and such differences may be material.

Overview

The Company manufactures and distributes a full line of high quality salted snack items, such as potato chips, tortilla chips, corn chips, fried pork skins, baked and fried cheese curls, onion rings, and puff corn.  The products are all packaged in flexible bags or other suitable wrapping material.  The Company also sells canned dips, pretzels, peanut butter crackers, cheese crackers, dried meat products, and nuts packaged by other manufacturers using the Golden Flake label.

No single product or product line accounts for more than 50% of the Company’s sales, which affords some protection against loss of volume due to a crop failure of major agricultural raw materials or failure to procure an adequate supply of pork skin pellets. Raw materials used in manufacturing and processing the Company’s snack food products are purchased on the open market and under contract through brokers and directly from growers.  A large part of the raw materials used by the Company consists of farm commodities which are subject to precipitous changes in supply and price.  Weather varies from season to season and directly affects both the quality and supply of farm commodities available.  The Company has no control of the price of agricultural commodities and its profits are affected accordingly.

The Company sells its products through its own sales organization to commercial establishments that sell food products primarily in the Southeastern United States and to independent distributors.  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 March 2, 2012 and June 3, 2011, working capital was $6,540,183 and $7,023,694, respectively.

The Company did not purchase shares of treasury stock this quarter.  The Company’s current ratio was 1.47 to 1.00 at March 2, 2012 compared to 1.49 to 1.00 at June 3, 2011.

 
11

 

Accounts Receivable and Allowance for Doubtful Accounts

At March 2, 2012 and June 3, 2011 the Company had accounts receivables in the amount of $10,846,695 and $10,220,220, net of an allowance for doubtful accounts of $70,000 in both periods.

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 March 2, 2012, net sales increased 1.0% from the fourteen weeks ended March 4, 2011. For the thirty-nine weeks ended March 2, 2012, net sales increased 4.1% from the forty weeks ended March 4, 2011.  This year’s thirteen weeks cost of sales was 52.0% of net sales compared to 53.1% for the fourteen weeks ended March 4, 2011.  This year’s thirty-nine weeks cost of sales was 52.2% of net sales compared to 51.8% for last year’s forty weeks.  This year’s thirteen weeks of selling, general and administrative expenses were 45.2% of net sales compared to 44.8% for last year’s fourteen weeks.  This year’s selling, general and administrative expenses for thirty-nine weeks were 45.1% of net sales compared to 44.8% for last year’s forty weeks.

 
12

 

The following tables compare manufactured products to resale products:

Manufactured Products-Resale Products
 
                         
   
Thirteen Weeks Ended
   
Fourteen Weeks Ended
 
   
March 2, 2012
   
March 4, 2011
 
Sales
       
         
   
Manufactured Products
  $ 26,887,219       78.1 %   $ 26,030,081       76.4 %
Resale Products
    7,542,498       21.9 %     8,055,783       23.6 %
Total
  $ 34,429,717       100.0 %   $ 34,085,864       100.0 %
                                 
                                 
Gross Margin
         
           
 
Manufactured Products
  $ 13,960,128       51.9 %   $ 13,198,994       50.7 %
Resale Products
    2,567,180       34.0 %     2,793,055       34.7 %
Total
  $ 16,527,308       48.0 %   $ 15,992,049       46.9 %
 
 
                         
                         
   
Thirty-Nine Weeks Ended
   
Forty Weeks Ended
 
   
March 2, 2012
   
March 4, 2011
 
Sales
       
         
 
Manufactured Products
  $ 77,701,386       77.0 %   $ 74,764,974       77.1 %
Resale Products
    23,204,184       23.0 %     22,187,367       22.9 %
Total
  $ 100,905,570       100.0 %   $ 96,952,341       100.0 %
                                 
                                 
Gross Margin
         
           
 
Manufactured Products
  $ 40,355,172       51.9 %   $ 38,946,545       52.1 %
Resale Products
    7,927,895       34.2 %     7,819,309       35.2 %
Total
  $ 48,283,067       47.8 %   $ 46,765,854       48.2 %
 
The Company’s gain on sale of assets for the thirteen weeks ended March 2, 2012 in the amount of $44,450 was from the sale of used transportation equipment.

For last year’s fourteen weeks, the gain on sale of assets was $8,157 from the sale of used transportation equipment.

The Company’s effective tax rate for the thirteen weeks ended March 2, 2012 was 38.2% compared to 38.1% for the last year’s fourteen weeks ended March 4, 2011.  The Company’s effective tax rate for the thirty-nine weeks ended March 2, 2012 was 37.8% and 37.8% for the forty weeks ended March 4, 2011.

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.

 
13

 

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.


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).


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.

 
14

 
 
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 third fiscal quarter ended March 2, 2012 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.



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.


RISK FACTORS

There are no material changes in our risk factors from those disclosed in our 2011 Annual Report on Form 10-K.
 

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 March 2, 2012


DEFAULTS UPON SENIOR SECURITIES

Not applicable.
 

SUBMISSION OF MATTERS TO
A VOTE OF SECURITY HOLDERS

Not applicable.


OTHER INFORMATION

Not applicable.

 
15

 
 

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).
 
 
16

 
 
 
10.2
Amended and Restated Salary Continuation Plans for John S. Stein (incorporated by reference to Exhibit 19.1 to Golden Enterprises, Inc. May 31, 1990 Form 10-K filed with the Commission).
 
 
10.3
Indemnity Agreement executed by and between the Company and S. Wallace Nall, Jr. (incorporated by reference as Exhibit 19.4 to Golden Enterprises, Inc. May 31, 1991 Form 10-K filed with the Commission).
 
 
10.4
Salary Continuation Plans - Retirement Disability and Death Benefits for F. Wayne Pate (incorporated by reference to Exhibit 19.1 to Golden Enterprises, Inc. May 31, 1992 Form 10-K filed with the Commission).
 
 
10.5
Indemnity Agreement executed by and between the Registrant and F. Wayne Pate (incorporated by reference as Exhibit 19.3 to Golden Enterprises, Inc. May 31, 1992 Form 10-K filed with the Commission).
 
 
10.9
Amendment to Salary Continuation Plans, Retirement and Disability for F. Wayne Pate dated April 9. 2002 (incorporated by reference to Exhibit 10.2 to Golden Enterprises, Inc. May 31, 2002 Form 10-K filed with the Commission).
 
 
10.10
Amendment to Salary Continuation Plans, Retirement and Disability for John S. Stein dated April 9, 2002 (incorporated by reference to Exhibit 10.3 to Golden Enterprises, Inc. May 31, 2002 Form 10-K filed with the Commission).
 
 
10.11
Amendment to Salary Continuation Plan, Death Benefits for John S. Stein dated April 9, 2002 (incorporated by reference to Exhibit 10.4 to Golden Enterprises, Inc. May 31, 2002 Form 10-K filed with the Commission).
 
 
10.12
Retirement and Consulting Agreement for John S. Stein dated April 9, 2002 (incorporated by reference to Exhibit 10.5 to Golden Enterprises, Inc. May 31, 2002 Form 10-K filed with the Commission).
 
 
10.13
Salary Continuation Plan for Mark W. McCutcheon dated May 15, 2002 (incorporated by reference to Exhibit 10.6 to Golden Enterprises, Inc. May 31, 2002 Form 10-K filed with the Commission).
 
 
10.14
Trust Under Salary Continuation Plan for Mark W. McCutcheon dated May 15, 2002 (incorporated by reference to Exhibit 10.7 to Golden Enterprises, Inc. May 31, 2002 Form 10-K filed with the Commission).
 
 
10.20
Amendment to Salary Continuation Plan for Mark W. McCutcheon dated December 30, 2008 (incorporated by reference to Exhibit 10.20 Golden Enterprises, Inc. February 27, 2009 Form 10-Q filed with the Commission).
 
 
10.24
A Form of Indemnity Agreement to be executed by and between Golden Enterprises, Inc. and the following directors: Mark W. McCutcheon, Joann F. Bashinsky, John S. Stein, III, William B. Morton, Jr., Paul R. Bates and David A. Jones.
 
 
10.25
A Purchase and Sales Agreement was executed by and between Golden Flake Snack Foods, Inc. as Seller, and Verizon Wireless Personal Communications LP as Purchaser, with a transfer date of June 17, 2011, for the sale of approximately 1 acre of land located adjacent to the Company’s central warehouse in Pensacola, Florida (incorporated by reference to Exhibit 10.25 to Golden Enterprises, Inc. June 3, 2011 Form 10-K filed with the Commission).
 
 
17

 
 
 
14.1
Golden Enterprises, Inc.’s Code of Conduct and Ethics adopted by the Board of Directors on April 8, 2004 (incorporated by reference to Exhibit 14.1 to Golden Enterprises, Inc. May 31, 004 Form 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).
 
 
18

 
 
 
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: April 12, 2012
/s/ Mark W. McCutcheon
     
Mark W. McCutcheon
     
Chairman of the Board,
     
President and
     
Chief Executive Officer
       
 
Dated: April 12, 2012
/s/ Patty Townsend
     
Patty Townsend
   
 
Vice-President and
     
Chief Financial Officer
   
 
(Principal Accounting Officer)

19

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