a50779930.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
FORM 10-Q

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

For the quarterly (thirteen weeks) period ended November 29, 2013

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 (X) No (  )

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes (  )  No (X)
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of December 31, 2013.
 
   
Outstanding at
Class
  
December 31, 2013
Common Stock, Par Value $0.66 2/3
  
11,732,632
 
   EXCHANGE ACT REPORTS AVAILABLE ON COMPANY WEBSITE
 
Under “SEC Filings” on the “Financial” page of the Company’s website located at www.goldenflake.com, links to the following filings are made available as soon as reasonably practicable after they are electronically filed with or furnished to the Securities and Exchange Commission (the “SEC”)”  the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statement on Schedule 14A related to the Company’s Annual Shareholders Meeting, and any amendments to those reports or statements filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Act of 1934.  You may also read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549.  You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The SEC also maintains an Internet website located at http://www.sec.gov that contains the information we file or furnish electronically with the SEC.

 
 
 
 
 
   
GOLDEN ENTERPRISES, INC.
 
    
   
INDEX
 
    
   
Page No.
 
 
 
    
     
3
 
     
4
 
     
5
 
     
7
 
     
9
 
   
10
 
   
13
 
   
13
 
 
 
  
13
   
13
 
   
13
 
 
 
  
14
 
 
  
14
 
 
  
14
 
 
  
14
 
 
  
16
 
 
 
2
 
 
GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
 
             
   
(Unaudited)
    
(Audited)
  
   
November 29,
    
May 31,
  
   
2013
    
2013
  
ASSETS
CURRENT ASSETS
            
Cash and cash equivalents
   $ 1,340,382     $ 757,111  
Receivables, net
     10,954,908       10,459,706  
Inventories:
                
Raw materials and supplies
     1,957,675       1,872,541  
Finished goods
     3,793,344       3,083,272  
      5,751,019       4,955,813  
                 
Prepaid expenses
     2,276,859       1,554,737  
Deferred income taxes
     596,267       596,267  
                 
Total current assets
     20,919,435       18,323,634  
                 
Property, plant and equipment, net
     26,262,950       27,095,054  
Other assets
     1,998,325       2,337,791  
                 
  Total
   $ 49,180,710     $ 47,756,479  
                 
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
                
Checks outstanding in excess of bank balances
   $ 1,769,131     $ 1,442,915  
Accounts payable
     6,484,731       4,809,066  
Accrued income taxes
     444,369       53,475  
Current portion of long-term debt
     392,402       392,850  
Other accrued expenses
     4,630,596       5,427,017  
Salary continuation plan
     204,647       196,649  
Line of credit outstanding
     1,726,937       1,725,289  
                 
Total current liabilities
     15,652,813       14,047,261  
                 
LONG-TERM LIABILITIES
                
Notes payable - bank, non-current
     5,131,123       5,314,213  
Salary continuation plan
     970,146       1,032,810  
Deferred income taxes
     3,304,451       3,304,451  
                 
Total long-term liabilities
     9,405,720       9,651,474  
                 
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
     19,337,647       19,273,214  
      35,054,796       34,990,363  
Less:  Cost of common shares in treasury (2,096,161 shares at November 29,  2013
                
and 2,094,161 shares at May 31, 2013)
     (10,932,619 )     (10,932,619 )
                 
Total stockholder's equity
     24,122,177       24,057,744  
                 
Total
   $ 49,180,710     $ 47,756,479  
 
 
 
 
        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 29, 2013
    
November 30, 2012
    
November 29, 2013
    
November 30, 2012
  
                         
Net sales
   $ 33,486,323     $ 33,208,620     $ 68,628,161     $ 67,892,075  
Cost of sales
     17,569,326       17,163,576       35,038,413       34,720,015  
Gross margin
     15,916,997       16,045,044       33,589,748       33,172,060  
                                 
Selling, general and administrative expenses
     15,746,664       15,145,750       32,000,011       31,080,557  
  Operating income
     170,333       899,294       1,589,737       2,091,503  
                                 
Other income (expenses):
                                
  Gain (loss) on sale of assets
     (9,370 )     31,000       9,283       50,409  
  Interest expense
     (80,552 )     (56,298 )     (165,663 )     (116,251 )
  Other income
     27,795       20,996       53,898       43,633  
Total other income (expenses)
     (62,127 )     (4,302 )     (102,482 )     (22,209 )
                                 
Income before income taxes
     108,206       894,992       1,487,255       2,069,294  
Income  taxes
     82,010       452,735       689,531       956,901  
Net income
   $ 26,196     $ 442,257     $ 797,724     $ 1,112,393  
                                 
PER SHARE OF COMMON STOCK
                                
Basic and Diluted earnings
   $ 0.00     $ 0.04     $ 0.07     $ 0.10  
                                 
Weighted average number of common
                                
stock shares outstanding:
                                
Basic and Diluted
     11,732,632       11,734,061       11,732,632       11,734,346  
                                 
Cash dividends paid per share of
                                
common stock
   $ 0.0313     $ 0.0313     $ 0.0625     $ 0.0625  

 
 
 
See Accompanying Notes to Condensed Consolidated Financial Statements
 
 
4
 

GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
  
 
             
             
             
   
Twenty-Six
    
Twenty-Six
  
   
Weeks Ended
    
Weeks Ended
  
   
November 29, 2013
    
November 30, 2012
  
             
             
             
CASH FLOWS FROM OPERATING ACTIVITIES
            
             
Cash received from customers
   $ 68,132,959     $ 68,478,390  
Miscellaneous income
     53,898       43,633  
Cash paid to suppliers and employees
     (32,821,744 )     (34,788,027 )
Cash paid for operating expenses
     (32,731,666 )     (31,336,262 )
Income taxes paid
     (298,637 )     (249,014 )
Interest expenses paid
     (165,663 )     (116,251 )
Net cash provided by operating activities
     2,169,147       2,032,469  
                 
                 
CASH FLOWS FROM INVESTING ACTIVITIES
                
                 
Purchase of property, plant and equipment
     (1,022,538 )     (1,328,125 )
Proceeds from sale of property, plant and equipment
     25,625       65,119  
Net cash used in investing activities
     (996,913 )     (1,263,006 )
                 
                 
CASH FLOWS FROM FINANCING ACTIVITIES
                
                 
Debt proceeds
     19,500,557       19,738,588  
Debt repayments
     (19,682,446 )     (20,594,623 )
Change in checks outstanding in excess of bank
                
balances
     326,216       (218,974 )
Cash dividends paid
     (733,290 )     (733,416 )
Purchase of treasury shares
     -       (6,860 )
Net cash used in financing activities
     (588,963 )     (1,815,285 )
                 
                 
Net change in cash and cash equivalents
     583,271       (1,045,822 )
Cash and cash equivalents at beginning of period
     757,111       1,893,816  
Cash and cash equivalents at end of period
   $ 1,340,382     $ 847,994  
 
 
 
 
See Accompanying Notes to Condensed Consolidated Financial Statements
 
 
5
 
 
GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - CONTINUED
 
RECONCIALITION OF NET INCOME TO NET CASH FROM OPERATING ACTIVITIES
 
   
Twenty-Six
    
Twenty-Six
  
   
Weeks Ended
    
Weeks Ended
  
   
November 29, 2013
    
November 30, 2012
  
             
Net Income
   $ 797,724     $ 1,112,393  
  Adjustments to reconcile net income to net cash provided by
                
operating activities:
                
Depreciation and amortization
     1,838,298       1,650,821  
Gain on sale of property and equipment
     (9,283 )     (50,409 )
                 
Changes in operating assets and liabilities:                
Change in receivables - net
     (495,202 )     586,315  
Change in inventories
     (795,206 )     (675,011 )
Change in prepaid expenses
     (722,122 )     (725,055 )
Change in other assets
     339,466       197,782  
Change in accounts payable
     1,675,665       (678,346 )
Change in accrued expenses
     (796,421 )     (39,490 )
Change in salary continuation
     (54,666 )     (54,418 )
Change in accrued income taxes
     390,894       707,887  
                 
Net cash provided by operating activities
   $ 2,169,147     $ 2,032,469  
 
 
 
 
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 Company’s Annual Report on Form 10-K for year ended May 31, 2013 and the amendment thereto on Form 10-K/A which can be found on our website at www.goldenflake.com/financial.html.

2.    
The consolidated results of operations for the twenty-six weeks ended November 29, 2013 are not necessarily indicative of the results to be expected for the fifty-two week fiscal year ending May 30, 2014.

3.    
The following tables summarize the prepaid assets accounts at November 29, 2013 and May 31, 2013.
 
   
November 29, 2013
  
May 31, 2013
             
Truck shop supplies
   $ 388,339     $ 445,504  
Insurance deposit
     82,959       82,959  
Prepaid marketplace spending
     225,029       212,026  
Deferred advertising fees
     708,750       -  
Prepaid insurance
     514,311       257,757  
Prepaid taxes/licenses
     55,256       59,203  
Prepaid dues/supplies
     166,885       413,100  
Other
     135,330       84,188  
                 
    $ 2,276,859     $ 1,554,737  
 
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.
 

 
 
7
 
 
6.    
The Company has a letter of credit in the amount of $1,850,000 outstanding at November 29, 2013 compared to $1,900,000 outstanding at November 30, 2012. The letter of credit supports the Company’s commercial self-insurance program.

7.    
The Company has a line-of-credit agreement with a local 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 November 29, 2013 was $ 1,726,937 with an interest rate of 3.50%, leaving the Company with $1,273,063 of credit availability.  The Company’s line-of-credit debt as of May 31, 2013 was $1,725,289 with an interest rate of 3.25%, leaving the Company with $1,274,711 of credit availability.

8.    
The Company has a note payable with a balance of $5,523,525 as of November 29, 2013.  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.

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.
 

 
 
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 29, 2013, and the related condensed consolidated statements of income for the thirteen week and twenty-six week periods ended November 29, 2013 and November 30, 2012, and the related condensed statements of cash flows for the twenty-six week periods ending November 29, 2013 and November 30, 2012.  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 31, 2013 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 8, 2013 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 31, 2013, 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
January 9, 2014
 

 
 
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 and the amendment thereto on Form 10-K/A for the year ended May 31, 2013.  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 and the amendment thereto on Form 10-K/A for the year ended May 31, 2013.  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 agricultural aspects and its profits are affected accordingly.

The Company sells its products through its own sales organization and independent distributors to commercial establishments that sell food products primarily in the Southeastern United States.  The products are distributed through the independent distributors and route representatives who are supplied with selling inventory by the Company’s trucking fleet.  All of the route representatives are employees of the Company and use the Company’s direct-store delivery system.

Liquidity and Capital Resources

At November 29, 2013 and May 31, 2013, working capital was $5,266,622 and $4,276,373, respectively.

The Company did not purchase shares of treasury stock this quarter.  The Company’s current ratio was 1.34 to 1.00 at November 29, 2013 compared to 1.30 to 1.00 at May 31, 2013.


 
10
 
 
Accounts Receivable and Allowance for Doubtful Accounts

At November 29, 2013 and May 31, 2013 the Company had accounts receivables in the amount of $10,954,908 and $10,459,706 respectively, net of an allowance for doubtful accounts of $70,000.
 
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 29, 2013, net sales increased 0.8% from the comparable period in fiscal 2013. For the twenty-six weeks ended November 29, 2013, net sales increased 1.1% from the comparable period in fiscal 2013.  This year’s second quarter cost of sales was 52.5% of net sales compared to 51.7% for last year’s second quarter.  This year’s cost of sales year to date was 51.1% of net sales compared to 51.1% for last year’s year to date.  This year’s second quarter, selling, general and administrative expenses were 47.0% of net sales compared to 45.6% for last year’s second quarter.  This year’s selling, general and administrative expenses year to date were 46.6% of net sales compared to 45.8% 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 29, 2013
    
November 30, 2012
  
Sales
        
%
          
%
  
Manufactured Products
   $ 26,514,465       79.2 %   $ 28,033,747       84.4 %
Resale Products
     6,971,858       20.8 %     5,174,873       15.6 %
Total
   $ 33,486,323       100.0 %   $ 33,208,620       100.0 %
                                 
                                 
Gross Margin
          
%
            
%
  
Manufactured Products
   $ 12,957,119       48.9 %   $ 14,839,670       52.9 %
Resale Products
     2,959,878       42.5 %     1,205,374       23.3 %
Total
   $ 15,916,997       47.5 %   $ 16,045,044       48.3 %
                                 
   
Twenty-Six Weeks Ended
    
Twenty-Six Weeks Ended
  
   
November 29, 2013
    
November 30, 2012
  
Sales
          
%
            
%
  
Manufactured Products
   $ 54,763,754       79.8 %   $ 55,323,966       81.5 %
Resale Products
     13,864,407       20.2 %     12,568,109       18.5 %
Total
   $ 68,628,161       100.0 %   $ 67,892,075       100.0 %
                                 
                                 
Gross Margin
          
%
            
%
  
Manufactured Products
   $ 27,750,117       50.7 %   $ 29,403,309       53.1 %
Resale Products
     5,839,631       42.1 %     3,768,751       30.0 %
Total
   $ 33,589,748       48.9 %   $ 33,172,060       48.9 %


 
11
 
 
The Company’s loss on sale of assets for the thirteen weeks ended November 29, 2013 in the amount of $9,370 was from the sale of used transportation equipment.

For last year’s thirteen weeks, the gain on sale of assets in the amount of $31,000 was from the sale of used transportation equipment.

The Company’s effective tax rate for the thirteen weeks was 75.8% compared to 50.6% for the last year’s thirteen weeks.  The Company’s effective tax rate for the twenty-six weeks ended November 29, 2013 was 46.4% and 46.2% for the comparable period last year.

Market Risk

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

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


Inflation

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

Environmental Matters

Golden Flake’s waste water treatment plant is an environmentally-friendly way to dispose of process water at the Birmingham plant.  The treatment plant has allowed Golden Flake to release the processing water into a neighboring creek which has improved the flow of water in the creek and has positively impacted the environment in the area surrounding the plant.  This treatment plant has also helped to reduce expenses associated with sewer charges by the elimination of the disposal of process water through the public sewer system.

Subsequent Event

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.


 
12
 
 
ITEM 3

QUANTITATIVE AND QUALITATIVE
DISCLOSURE ABOUT MARKET RISK

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


ITEM 4

CONTROLS AND PROCEDURES

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

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the Company’s internal control over financial reporting to determine whether any changes occurred during the Company’s second fiscal quarter ended November 29, 2013 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 1A

RISK FACTORS

As a “Smaller reporting company”, the Company is not required to provide the information under this item.


 
13
 
 
ITEM 2

UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS

The Company did not sell any equity securities during the period covered by this report.

Registrant Purchases of Equity Securities.

The Company did not purchase any shares of treasury stock for the quarterly period ended November 29, 2013.
 
ITEM 3

DEFAULTS UPON SENIOR SECURITIES


Not applicable.
 
ITEM 4

MINE SAFETY DISCLOSURES
 
Not applicable.
 
ITEM 5

OTHER INFORMATION


 
 Submission of Matters to a Vote of Security Holders.
 
On September 19, 2013, Golden Enterprises, Inc. (“Golden Enterprises”) held its 2013 annual meeting of shareholders at its principal executive offices at One Golden Flake Drive, Birmingham, Alabama  35205.  The Form 8-K was filed on September 24, 2013 containing the voting results of the annual meeting.
 
Set forth below are the voting results for each of the matters submitted to a vote of the shareholders:
 
 
 
14
 
 
Proposal 1
 
Golden Enterprises’ shareholders elected the following eleven directors to serve a one-year term.  The voting results are set forth below.
 
   
For
  
Authority Withheld
                 
Joann F. Bashinsky
     7,982,561       828,560  
Paul R. Bates
     7,999,755       811,366  
David A. Jones
     8,000,174       810,247  
Mark W. McCutcheon
     8,001,378       809,743  
John P. McKleroy, Jr.
     7,990,090       821,031  
William B. Morton, Jr.
     8,460,494       350,627  
J. Wallace Nall, Jr.
     7,987,058       824,063  
Edward R. Pascoe
     8,454,383       356,738  
F. Wayne Pate
     7,982,890       828,231  
John S. P. Samford
     8,457,153       353,468  
John S. Stein, III
     8,462,013       349,108  
 
Proposal 2
 
Golden Enterprises’ shareholders approved, by an advisory vote, the compensation paid to Golden Enterprises’ named executive officers.  The voting results are set forth below.
 
For
  
Against
  
Abstained
         
 7,674,825    35,716    358,301
 
Proposal 3
 
 
Golden Enterprises’ shareholders voted on the frequency for holding future advisory votes on executive compensation.  The voting results are set forth below.
 
1 Year
  
2 Years
  
3 Years
  
Abstained
             
769,499   53,978   6,459,319   706,079


 
15
 
 
ITEM 6

EXHIBITS
 
  (3)
 Articles of Incorporation and By-laws of Golden Enterprises, Inc.
   
3.1
Certificate of Incorporation of Golden Enterprises, Inc. (originally known as “Golden Flake, Inc.”) dated December 11, 1967 (incorporated by reference to Exhibit 3.1 to Golden Enterprises, Inc. May 31, 2004 Form 10-K filed with the Commission).
 
3.2
Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated December 22, 1976 (incorporated by reference to Exhibit 3.2 to Golden Enterprises, Inc. May 31, 2004 Form 10-K filed with the Commission).
 
3.3
Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated October 2, 1978 (incorporated by reference to Exhibit 3 to Golden Enterprises, Inc. May 31, 1979 Form 10-K filed with the Commission).
 
3.4
Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated October 4, 1979 (incorporated by reference to Exhibit 3 to Golden Enterprises, Inc. May 31, 1980 Form 10-K filed with the Commission).
 
3.5
Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated September 24, 1982 (incorporated by reference to Exhibit 3.1 to Golden Enterprises, Inc. May 31, 1983 Form 10-K filed with the Commission).
 
3.6
Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated September 22, 1983 (incorporated by reference to Exhibit 19.1 to Golden Enterprises, Inc. Form 10-Q Report for the quarter ended November 30, 1983 filed with the Commission).
 
3.7
Certificate of Amendment of Certificate of Incorporation of Golden Enterprises. Inc. dated October 3, 1985 (incorporated by reference to Exhibit 19.1 to Golden Enterprises, inc. Form l0-Q Report for the quarter ended November 30, 1985 filed with the Commission).
 
3.8
Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated September 23, 1987 (incorporated by reference to Exhibit 3.1 to Golden Enterprises, Inc. May 31, 1988 Form 10-K filed with the Commission).
 
3.9
By-Laws of Golden Enterprises, Inc. (incorporated by reference to Exhibit 3.4 to Golden Enterprises, Inc. May 31, 1988 Form 10-K filed with the Commission).
   
   
(10)
Material Contracts.
 
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 (incorporated by reference to Exhibit 10.24 to Golden Enterprises, Inc. January 13, 2011 Form 10-Q 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, 2004 Form 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.
   
32.2
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
(99)
Additional Exhibits
 
99.1
A copy of excerpts of the Last Will and Testament and Codicils thereto of Sloan Y. Bashinsky, Sr. and of the SYB Common Stock Trust created by Sloan Y. Bashinsky, Sr. providing for the creation of a Voting Committee to vote the shares of common stock of Golden Enterprises, Inc. held by SYB, Inc. and the Estate/Testamentary Trust of Sloan Y. Bashinsky, Sr. (Incorporated by reference to Exhibit 99.1 to Golden Enterprises, Inc. May 31, 2005 Form 10-k filed with the Commission).
 
101.INS
XBRL Instance Document
 
101.SCH
XBRL Taxonomy Extension Schema Document
 
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
 
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
 
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
 
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
 
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 10, 2014
/s/Mark W. McCutcheon
 
   Mark W. McCutcheon
 
   Chairman of the Board,
 
   President and
 
   Chief Executive Officer
   
Dated: January 10, 2014
/s/ Patty Townsend
 
  Patty Townsend
 
  Vice-President and
 
  Chief Financial Officer
 
  (Principal Accounting Officer)
 

19