Back to GetFilings.com
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended August 31, 2003
---------------
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.)
Suite 208, 2140 11th Avenue, South
Birmingham, Alabama 35205
- ------------------------------------- -----------------------------
(205) 933-9300
--------------
(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 the number of shares outstanding of each of the issuer's
classes of common stock, as of September 30, 2003.
Outstanding at
Class September 30, 2003
----- ------------------
Common Stock, Par Value $0.66 2/3 11,883,305
GOLDEN ENTERPRISES, INC.
INDEX
Part I. FINANCIAL INFORMATION Page No.
Item 1 Condensed Consolidated Balance Sheets
August 31, 2003 (unaudited) and May 31, 2003 3
Item 1 Condensed Consolidated Statements of Operations (unaudited)
Three Months Ended August 31, 2003 and 2002 4
Item 1 Condensed Consolidated Statements of Cash
Flows (unaudited)- Three Months Ended August 31, 2003
and 2002 5
Item 1 Notes to Condensed Consolidated Financial
Statements (unaudited) 6
Item 1 Independent Accountant's Report 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 14
Item 4 Controls and Procedures 14
Part II. OTHER INFORMATION
Item 6 Exhibits and Report on Form 8-K 15
2
PART I. FINANCIAL INFORMATION
GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
August 31, May 31,
2003 2003
-------------- --------------
(Unaudited) (Audited)
ASSETS
Cash and cash equivalents $1,779,771 $1,278,333
Receivables, net 7,942,137 7,938,916
Note Receivable, current 43,104 42,253
Inventories:
Raw material and supplies 1,493,452 1,496,992
Finished goods 2,355,696 2,289,145
--------- ---------
3,849,148 3,786,137
--------- ---------
Prepaid expense 3,279,208 3,645,298
Total current
assets 16,893,368 16,690,937
---------- ----------
Property, plant and equipment, net 14,867,620 15,361,573
Long-term Note Receivable 1,854,646 1,865,747
Other assets 2,777,972 2,777,972
--------- ---------
$36,393,606 $36,696,229
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Checks outstanding in excess of bank balances $699,694 $1,157,108
Accounts payable 2,906,218 1,700,934
Accrued and deferred income taxes 304,698 304,698
Other accrued expenses 2,403,827 2,381,975
Salary continuation plan 90,379 88,595
Note payable- bank, current 435,457 432,142
------- -------
Total current liabilities 6,840,273 6,065,452
--------- ---------
Long-Term Liabilities:
Note payable-bank, non-
current 1,062,290 1,990,767
Salary Continuation Plan 1,855,360 1,870,991
--------- ---------
Total long-term liabilities 2,917,650 3,861,758
--------- ---------
Deferred income taxes 743,107 764,032
------- -------
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 20,708,604 20,821,015
---------- ----------
36,425,753 36,538,164
Less: Cost of common shares in treasury (1,945,488 at
August 31, 2003 and May 31,
2003) (10,533,177) (10,533,177)
------------ ------------
Total stockholders' equity 25,892,576 26,004,987
---------- ----------
Total $36,393,606 $36,696,229
============= =============
See Accompanying Notes to Condensed Consolidated Financial Statements
3
ITEM 1- GOLDEN ENTERPRISES, INC & SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended
AUGUST 31,
2003 2002
--------------------------------
Net Sales $24,580,778 $ 24,803,423
Cost of Sales 12,882,936 12,897,329
----------- ----------
Gross Margin 11,697,842 11,906,094
Selling, general and administrative expenses 11,338,773 12,195,897
----------- ----------
Operating income (loss) 359,069 (289,803)
----------- ----------
Other income (expenses):
Investment income 39,909 41,418
Gain on sale of assets 47,431 237,288
Other income 19,784 23,339
Interest expense (53,629) (70,101)
----------- ----------
Total other income (expenses) 53,495 231,944
----------- ----------
Income (loss) before income taxes 412,564 (57,859)
Income tax expense 153,619 (24,178)
----------- ----------
Net income (loss) $ 258,945 $ (33,681)
=========== ==========
PER SHARE OF COMMON STOCK:
Net income (loss) $0.02 $0.00
=========== ==========
Weighted average number of common shares outstanding 11,883,305 11,883,305
=========== ==========
Cash dividends paid per share of common stock $0.0313 $0.0625
=========== ==========
See Accompanying Notes to Condensed Consolidated Financial Statements.
4
ITEM 1
GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED
August 31, August 31,
2003 2002
------------------------------------
Cash flows from operating activities:
Net income (Loss) $ 258,945 $ (33,681)
Adjustment to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization 594,933 662,302
Deferred income taxes (20,925) (43,954)
Gain on sale of property and equipment (47,431) (237,288)
Changes in operating assets and liabilities:
(Increase) Decrease in receivable- net (3,221) 945,262
(Increase) in inventories (63,011) (326,296)
Decrease (Increase) in pre-paid expenses 366,090 (1,674,121)
(Increase) in other assets- long term 0 (1)
Increase in accounts payable 1,205,284 1,619,325
Increase in accrued income taxes 0 66,174
Increase (Decrease) in accrued expenses 21,852 (47,045)
(Decrease) increase in salary continuation (13,847) (13,094)
---------------- ------------
Net cash provided by operating activities 2,298,669 917,583
---------------- ------------
Cash flows from investing activities:
Purchase of property, plant and equipment (119,783) (263,616)
Proceeds from sale of property, plant and equipment 66,234 329,598
Collection of note receivable 10,250 11,138
Investment securities available- for sale:
Purchases $0 (801,013)
Proceeds from disposal $0 $0
---------------- ------------
Net cash (used in)
Investing activities (43,299) (723,893)
Cash flows from financing activities:
Debt repayments (925,162) (924,164)
Increase (decrease) in checks outstanding in
excess of bank balances (457,414) 1,469,966
Cash dividends paid (371,356) (742,708)
--------- ------------
Net cash (used in) financing activities (1,753,932) (196,906)
---------------- ------------
501,438 (3,216)
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year 1,278,333 286,480
---------------- ------------
Cash and cash equivalents at end of quarter $ 1,779,771 $ 283,264
================ ============
Supplemental information:
Cash paid during the year for:
Income taxes $ (248,830) $ 300
Interest 53,629 70,101
See Accompanying Notes to Condensed Consolidated Financial Statements.
5
ITEM 1
------
GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. The accompanying unaudited condensed consolidated financial statements 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 of normal recurring accruals considered 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 the year ended May 31, 2003.
2. The results of operations for the three months ended August 31, 2003 and
2002 are not necessarily indicative of the results to be expected for the
full year.
3. 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 material 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.
4. In June 2002, the FASB issued SFAS No. 146, "Accounting for Cost Associated
with Exit or Disposal Activities." SFAS No. 146 requires companies to
recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal
plan. Costs covered by SFAS No. 146 includes lease termination costs and
certain employee severance costs that are associated with a restructuring,
discontinued operations, plant closing or other exit disposal activity.
SFAS No. 146 is effective for exit or disposal activities initiated after
December 31, 2002. The adoption of this standard did not have a material
impact on the Company's financial position, results of operations or cash
flows.
5. In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment of FASB Statement No.
123." SFAS No. 148. amends SFAS No. 123, "Accounting for Stock-Based
Compensation" to provide alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based
employee compensation. In addition, SFAS No. 148 amends the disclosure
requirements of SFAS No.123 to require prominent disclosures in both annual
and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on
reported results. The Company has adopted the disclosure requirements of
SFAS No. 148 effective May 31, 2003 in its consolidated financial
statements. The Company will continue to account for stock-based
compensation using the methods described in Note 7 below.
6
6. The following table provides a reconciliation of the denominator used in
computing basic earnings per share to the denominator used in computing
diluted earnings per share for the three months ended August 31, 2003 and
2002:
August 31, 2003 August 31, 2002
--------------- ---------------
Weighted average number of common shares used in computing basic
earnings per share 11,883,305 11,883,305
Effect of dilutive stock options 0 25,183
---------- ------------
Weighted average number of common shares and dilutive potential common
stock used in computing dilutive earnings per share 11,883,305 11,908,488
========== ============
Stock options excluded from the above reconciliation because they are 369,000 329,000
anti- dulutive ========== ============
7. The Company applies APB Opinion No. 25 in accounting for all of its stock
option plans and, accordingly, no compensation cost has been recognized for
its stock options in the financial statements. The table below presents the
pro-forma net income effect of the options using the Black-Scholes option
pricing model prescribed under SFAS No. 123.
For the three months ended
August 31, 2003 August 31, 2002
---------------------------------
Net income (loss) as reported $258,945 ($33,681)
Earnings (loss) per share as reported-basic .02 .00
Earnings (loss) per share as reported-diluted .02 .00
Stock based compensation costs, net of income
tax, that would have been included in net
income if the fair value method had been
applied (3,073) (3,165)
Pro-forma net income (loss) 255,872 (36,846)
Pro-forma earnings (loss) per share-basic .02 .00
Pro-forma earnings (loss) per .02 .00
share-diluted
8. The Company entered into a five year term product purchase commitment
during the year ending May 31, 2001 with a supplier. Under the terms of the
agreement the minimum purchase quantity and the unit purchase price were
fixed resulting in a minimum first year commitment of approximately
$2,171,000. After the first year, the minimum purchase quantity was fixed
and the purchase unit price was negotiable, based on current market.
Subsequently, in September 2002, the product purchase agreement was amended
to fix the purchase unit price and establish specific annual quantities.
9. The interest rate on the Company's bank debt is reset monthly to reflect
the 30 days LIBOR rate. Consequently, the carrying value of the bank debt
approximates fair value. During the three months ended August 31, 2003 the
Company's bank debt was reduced by $.92 million compared to $.45 million
last year. The interest rate at August 31, 2003 was 2.86% compared to 3.55%
at August 31, 2002.
7
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 is limited.
The Company's notes receivable require collateral and buyer investment and
management believes they are well secured.
8
INDEPENDENT ACCOUNTANT'S REPORT
-------------------------------
We have reviewed the accompanying interim consolidated balance sheet of
Golden Enterprises, Inc. and subsidiary as of August 31, 2003 and the
related interim consolidated statements of operations and cash flows for
the three-month 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
American Institute of Certified Public Accountants. 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 auditing standards generally accepted in the
United States of America, 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.
Birmingham, Alabama
October 10, 2003 DUDLEY, HOPTON-JONES, SIMS & FREEMAN PLLP
9
ITEM 2
------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 buttered popcorn. 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 cracker, cheese
cracker, 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 by
approximately 433 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.
BASIS OF PRESENTATION
The Company's discussion and analysis of its financial condition and
results of operations are based upon the accompanying unaudited condensed
consolidated financial statements, which 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 of normal recurring accruals
considered necessary for a fair presentation have been included.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The Company's discussion and analysis of its financial condition and
results of operations are based upon the Company unaudited condensed
consolidated financial statements, the preparation of which in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that in certain
circumstances affect amounts reported in the consolidated financial statements.
In preparing these financial statements, management has made its best estimate
and judgments of certain amounts included in the financial statements, giving
due considerations to materiality. The Company does not believe there is a great
likelihood that materially different amounts would be reported under different
conditions or using different assumptions related to the accounting policies
described below. However, application of these accounting policies involves the
exercise of judgment and use of assumptions as to future uncertainties and, as a
result, actual results could differ from these estimates.
10
The Company believes the following to be critical accounting policies. That
is, they are both important to the portrayal of the company's financial
condition and results and they require management to make judgments and
estimates about matters that are inherently uncertain.
Revenue Recognition
The Company recognizes sales and related costs upon delivery or shipment of
products to its customers. Sales are reduced by returns and allowances to
customers.
Accounts Receivable
The Company records accounts receivable at the time revenue is recognized.
Amounts for bad debt expense are recorded in selling, general and administrative
expenses on the Consolidated Statements of Operations. The amount of the
allowance for doubtful accounts is based on management's estimate of the
accounts receivable amount that is uncollectible. Management records a general
reserve based on analysis of historical data. In addition, management records
specific reserves for receivable balances that are considered high-risk due to
known facts regarding the customer. The allowance for bad debts is reviewed
quarterly, and it is determined whether the amount should be changed. Failure of
a major customer to pay the Company amounts owed could have a material impact on
the financial statements of the Company. At August 31, 2003 and May 31, 2003 the
Company had accounts receivables in the amount of $7.9 million and $7.9 million,
net of an allowance for doubtful accounts of $0.2 million and $0.2 million,
respectively.
Inventories
Inventories are stated at the lower of cost or market. Cost is computed on
the first-in, first out method.
Accrued Expenses
Management estimates certain material expenses in an effort to record those
expenses in the period incurred. The most material accrued estimates relate to a
salary continuation plan for certain key executives of the Company, and to
insurance-related expenses, including self-insurance. Workers' compensation and
general liability insurance accruals are recorded based on insurance claims
processed as well as historical claims experience for claims incurred, but not
yet reported. These estimates are based on historical loss development factors.
Employee medical insurance accruals are recorded based on medical claims
processed as well as historical medical claims experienced for claims incurred
but not yet reported. Differences in estimates and assumption could result in an
accrual requirement materially different from the calculated accrual.
OTHER MATTERS
Transactions with related parties, reported in Note 13 of the Notes to
Consolidated Financial Statements in the Annual Report to Stockholders for
fiscal year ended May 31, 2003 are conducted on an arm's-length basis in the
ordinary course of business.
LIQUIDITY AND CAPITAL RESOURCES
Working Capital was $10.6 million at June 1, 2003 and $10.1 million at the
end of the first quarter. Net cash provided by operating activities amounted to
$2.30 million for the first quarter this year compared to $.92 million for last
year's first quarter.
11
Additions to property, plant and equipment, net of disposals, were $0.10
million this year and $0.17 million last year. Cash dividends of $0.37 million
were paid during this year's first quarter compared to $0.74 million last year.
No cash was used to purchase treasury stock this year and last year, and no cash
was used to increase investment securities this year compared to a net increase
in investment securities using $0.80 million of cash last year. The Company's
current ratio was 2.47 to 1.00 at August 31, 2003.
OFF-BALANCE SHEET ARRANGEMENT
The Company entered into a five-year term product purchase commitment
during the year ending May 31, 2001 with a supplier. Under the terms of the
agreement the minimum purchase quantity and the unit purchase price were fixed
resulting in a minimum first year commitment of approximately $2,171,000. After
the first year, the minimum purchase quantity was fixed and the purchase unit
price was negotiable, based on current market. Subsequently, in September 2002,
the product purchase agreement was amended to fix the purchase unit price and
establish specific annual quantities.
Other Commitments
The Company had letters of credit in the amount of $1,790,000 outstanding
at August 31, 2003 to support the Company's commercial self-insurance program.
The Company has a line-of-credit agreement with a local bank that permits
borrowing up to $1 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.
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 three months ended August 31, 2003, net sales decreased 0.9% from
the comparable period in fiscal 2003. The decrease in net sales was distributed
evenly between private label and branded sales. This year's first quarter cost
of sales was 52.4% of net sales compared to 52.0% last year, and selling,
general and administrative expenses were 46.1% of net sales this year and 49.2%
last year. The improvement in selling, general and administrative expenses, was
achieved because of a significant drop in workers' compensation insurance costs
and improvements in sales route efficiencies.
The Company's Gain on sales of assets for the first quarter in the amount
of $47,431 was from the sale of used transportation equipment for cash.
For last year's first quarter the Gain on sale of assets was $237,288,
$4,300 of which was from the sale of used transportation equipment for cash, and
$232,988 was from the sale for cash of a central warehouse which was
consolidated into two other central warehouses.
The Company's investment income decreased 3.6% from last year.
The Company's effective tax rate for the first quarter was 37.2% compared
to -41.8% for last year's first quarter.
12
MARKET RISK
The principal markets 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 investment securities, bank loans, and commodity prices, affecting
the cost of its raw materials.
The Company's investment securities consist of short-term marketable
securities. Presently these are variable rate money market mutual funds.
Assuming August 31, 2003 variable rate investment levels and bank loan balances,
a one-point change in interest rates would impact interest income by $15,178 on
an annual basis and interest expense by $14,977.
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, under contract through brokers and 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, and
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.
13
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 12.
ITEM 4
------
Controls and Procedures
The Company performed an evaluation, under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures as of
the end of the period covered by this quarterly report. Based upon the
evaluation, and as of the end of the period covered by this quarterly report,
the Chief Executive Officer and Chief Financial Officer concluded that the
Company's Disclosure Controls and Procedures were effective. There were no
changes in the Company's internal controls over financial reporting during the
Company's last fiscal quarter that have materially affected, or are reasonably
likely to materially affect, the Company's internal control over financial
reporting.
14
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibit 31.1 Certification of Chief Executive Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2 Certification of Chief Financial Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1 Certification of Chief Executive Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2 Certification of Chief Financial Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K:
On July 8, 2003, we filed a current report on Form 8-K dated
July 8, 2003 disclosing that on July 8, 2003, Golden
Enterprises, Inc. issued a press release announcing its
earnings for the fourth quarter and fiscal year ended May 31,
2003. A copy of the Earnings Press Release was attached as
Exhibit 99.1.
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: October 10, 2003 /s/Mark W. McCutcheon
---------------- ---------------------
Mark W. McCutcheon
President and
Chief Executive Officer
Dated: October 10, 2003 /s/John H. Shannon
---------------- ------------------
John H. Shannon
Vice-President and
Chief Financial Officer
(Principal Accounting Officer)
15
EXHIBIT 31.1
CERTIFICATION BY MARK W. MCCUTCHEON PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Mark W. McCutcheon, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Golden
Enterprises, Inc. for the first quarter ended August 31, 2003;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this
report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and
c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth
fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):
a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial
information; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Dated: October 10, 2003
/s/ Mark W. McCutcheon
- ----------------------
Mark W. McCutcheon
President and Chief Executive Officer
16
EXHIBIT 31.2
CERTIFICATION BY JOHN H. SHANNON PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John H. Shannon, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Golden
Enterprises, Inc. for the first quarter ended August 31, 2003;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this
report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and
c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth
fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):
a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial
information; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Dated: October 10, 2003
/s/ John H. Shannon
- -------------------
John H. Shannon
Vice-President and Chief Financial Officer
17
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Golden Enterprises, Inc. (the
"Company") on Form 10-Q for the first quarter ended August 31, 2003 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Mark W. McCutcheon, Chief Executive Officer of the Company, certify, pursuant
to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act
of 2002, that, to the best of my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
Dated: October 10, 2003
/s/ Mark W. McCutcheon
- ----------------------
Mark W. McCutcheon
President and Chief Executive Officer
A signed original of this written statement required by Section 906 has been
provided to Golden Enterprises, Inc. and will be retained by Golden Enterprises,
Inc. and furnished to the Securities and Exchange Commission or its staff upon
request.
18
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Golden Enterprises, Inc. (the
"Company") on Form 10-Q for the first quarter ended August 31, 2003 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, John H. Shannon, Chief Financial Officer of the Company, certify, pursuant to
18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of
2002, that, to the best of my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
Dated: October 10, 2003
/s/ John H. Shannon
- -------------------
John H. Shannon
Vice-President and Chief Financial Officer
A signed original of this written statement required by Section 906 has been
provided to Golden Enterprises, Inc. and will be retained by Golden Enterprises,
Inc. and furnished to the Securities and Exchange Commission or its staff upon
request.
19