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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 November 30, 2003
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OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-4339
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GOLDEN ENTERPRISES, INC.
------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 63-0250005
- ------------------------------------ -----------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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 December 31, 2003.
Outstanding at
Class December 31, 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
November 30, 2003 (unaudited) and May 31, 2003 3
Item 1 Condensed Consolidated Statements of Operations (unaudited)
Three Months and Six Months ended November 30, 2003 and 2002 4
Item 1 Condensed Consolidated Statements of Cash
Flows (unaudited)- Six Months ended November 30, 2003 5
and 2002
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
November 30, May 31,
2003 2003
----------------- ---------------
(Unaudited) (Audited)
ASSETS
Cash and cash equivalents 427,833 $ 1,278,333
Receivables, net 7,519,113 7,938,916
Note Receivable, current 43,972 42,253
Inventories:
Raw material and supplies 1,943,367 1,496,992
Finished goods 2,470,607 2,289,145
--------- ---------
4,413,974 3,786,137
--------- ---------
Prepaid expense 4,372,447 3,645,298
Total current assets 16,777,339 16,690,937
---------- ----------
Property, plant and equipment, net 14,543,906 15,361,573
Long-term Note Receivable 1,843,322 1,865,747
Other assets 2,777,822 2,777,972
--------- ---------
$ 35,942,389 $ 36,696,229
============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Checks outstanding in excess of bank balances 1,283,936 $ 1,157,108
Accounts payable 2,694,158 1,700,934
Accrued and deferred income taxes 304,699 304,698
Other accrued expenses 2,521,070 2,381,975
Salary continuation plan 92,198 88,595
Note payable- bank, current 438,796 432,142
------- -------
Total current liabilities 7,334,857 6,065,452
--------- ---------
Long-Term Liabilities:
Note payable-bank, non-current 843,862 1,990,767
Salary Continuation Plan 1,839,261 1,870,991
--------- ---------
Total long-term liabilities 2,683,123 3,861,758
--------- ---------
Deferred income taxes 722,303 764,032
------- -------
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 20,018,134 20,821,015
---------- ----------
35,735,283 36,538,164
Less: Cost of common shares in treasury (1,945,488 at
November 30, 2003 and May 31, 2003) (10,533,177) (10,533,177)
---------- ----------
Total stockholders' equity 25,202,106 26,004,987
---------- ----------
Total $ 35,942,389 $ 36,696,229
============ ============
See Accompanying Notes to Condensed Consolidated Financial Statements
3
ITEM1- GOLDEN ENTERPRISES, INC. AND SUBSIDARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended Six Months Ended
NOVEMBER 30, NOVEMBER 30,
--------------------------------- ---------------------------------
2003 2002 2003 2002
-------------- --------------- -------------- --------------
(UNAUDITED)
Net Sales $ 23,296,981 $ 23,424,863 $ 47,877,759 $ 48,228,286
Cost of sales 12,232,132 12,697,000 25,115,068 25,594,329
-------------- --------------- -------------- --------------
Gross margin 11,064,849 10,727,863 22,762,691 22,633,957
Selling, general and administrative expenses
11,612,577 11,349,067 22,951,350 23,544,964
-------------- --------------- -------------- --------------
Operating (loss) (547,728) (621,204) (188,659) (911,007)
-------------- --------------- -------------- --------------
Other income (expenses):
Investment income 39,565 41,632 79,474 83,050
Gain on sale of assets 17,454 9,300 64,885 246,589
Other income 21,148 22,605 40,932 45,944
Interest expense (48,320) (70,715) (101,949) (140,817)
-------------- --------------- -------------- --------------
Total other income (expenses) 29,847 2,822 83,342 234,766
-------------- --------------- -------------- --------------
(Loss) before income taxes (517,881) (618,382) (105,317) (676,241)
Income tax expense (198,766) (236,853) (45,147) (261,031)
-------------- --------------- -------------- --------------
Net (loss) $ (319,115) $ (381,529) $ (60,170) $ (415,210)
============== =============== ============== ==============
PER SHARE OF COMMON STOCK:
Net (loss) $ (0.03) $ (0.03) $ (0.01) $ (0.03)
============== =============== ============== ==============
Weighted average number of common stock
shares outstanding 11,883,305 11,883,305 11,883,305 11,883,305
============== =============== ============== ==============
Cash dividends paid per share of common
stock $ 0.0313 $ 0.0625 $ 0.0626 $ 0.1250
============== =============== ============== ==============
See Accompanying Notes to Condensed Consolidated Financial Statements
4
ITEM 1
GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
SIX MONTHS ENDED
November 30, November 30,
2003 2002
---------------- ------------------
Cash flows from operating activities:
Net (Loss) $ (60,170) $ (415,210)
Adjustment to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization 1,184,264 1,287,773
Deferred income taxes (41,729) (37,531)
Gain on sale of property and equipment (64,885) (246,589)
Changes in operating assets and liabilities:
Decrease in receivable- net 419,803 1,367,902
(Increase) Decrease in inventories (627,837) 295,131
(Increase) in pre-paid expenses (727,149) (878,028)
(Increase) in other assets- long term 154 0
Increase in accounts payable 993,224 148,705
Increase in accrued income taxes 0 66,174
Increase (Decrease) in accrued expenses 139,095 (48,495)
(Decrease) increase in salary continuation (28,127) (26,587)
---------- ----------
Net cash provided by operating activities 1,186,643 1,513,245
---------- ----------
Cash flows from investing activities:
Purchase of property, plant and equipment (434,515) (444,541)
Proceeds from sale of property, plant and equipment 132,800 355,800
Collection of note receivable 20,706 22,501
Investment securities available- for sale:
Purchases 0 (1,957,466)
Proceeds from disposal 0 1,870,000
---------- ----------
Net cash (used in)
Investing activities (281,009) (153,706)
Cash flows from financing activities:
Debt repayments (1,140,251) (605,734)
Increase in checks outstanding in
excess of bank balances 126,828 617,309
Cash dividends paid (742,711) (1,485,417)
---------- ----------
Net cash (used in) financing activities (1,756,134) (1,473,842)
---------- ----------
Net (decrease) in cash and cash equivalents (850,500) (114,303)
Cash and cash equivalents at beginning of year 1,278,333 286,480
---------- ----------
Cash and cash equivalents at end of quarter $ 427,833 $ 172,177
========== ==========
Supplemental information:
Cash paid during the year for:
Income taxes $ 71,170 $ 49,267
Interest 101,949 140,817
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 and six-months ended
November 30, 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 six months ended November 30, 2003 and
2002:
For the Six Months Ended
November 30,
2003 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 19,036
---------- ----------
Weighted average number of common shares and
dilutive potential common stock used in
computing dilutive earnings per share 11,883,305 11,902,341
========== ==========
Stock options excluded from the above
reconciliation because they are anti-dilutive 369,000 329,000
========== ==========
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 For the Six Months Ended
November 30, November 30,
2003 2002 2003 2002
-------------------------------------------------------
Net (loss) as reported ($319,115) ($381,529) ($60,170) ($415,210)
(Loss) per share as reported-basic (.03) (.03) (.01) (.03)
(Loss) per share as reported-diluted (.03) (.03) (.01) (.04)
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) (6,146) (6,330)
Pro-forma net (loss) (322,188) (384,694) (66,316) (421,540)
Pro-forma (loss) per share-basic (.03) (.03) (.01) (.04)
Pro-forma (loss) per share-diluted (.03) (.03) (.01) (.04)
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,
7
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 six months ended November 30, 2003 the
Company's bank debt was reduced by $1.14 million compared to $.61 million
last year. The interest rate at November 30, 2003 was 2.87% compared to
3.44% at November 30, 2002.
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 November 30, 2003 and the related interim
consolidated statements of operations and cash flows for the six-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
January 13, 2004 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's 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 November 30, 2003 and May 31, 2003
the Company had accounts receivables in the amount of $7.5 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 assumptions 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.
11
LIQUIDITY AND CAPITAL RESOURCES
Working Capital was $10.6 million at June 1, 2003 and $9.4 million at the
end of the second quarter. Net cash provided by operating activities amounted to
$1.19 million for the six months this year compared to $1.51 million used for
last year's first six months.
Additions to property, plant and equipment, net of disposals, were $0.37
million this year and $0.34 million last year. Cash dividends of $0.74 million
were paid during this year's first six months compared to $1.49 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 $0.09 million of cash last year. The
Company's current ratio was 2.29 to 1.00 at November 30, 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 $1,759,000 outstanding
at November 30, 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 November 30, 2003, net sales decreased 0.5% from
the comparable period in fiscal 2003. The decrease in net sales was distributed
evenly between private label and branded sales. This year's second quarter cost
of sales was 52.5% of net sales compared to 54.2% last year, and selling,
general and administrative expenses were 49.8% of net sales this year and 48.4%
last year. The increase was primarily due to significant increases in employee
medical costs.
For the year-to-date net sales decreased 0.7% from last year. Cost of sales
was 52.5% of net sales compared to 53.l% last year. Selling, general and
administrative expenses were 47.9% of net sales this year, and 48.8% last year.
The Company's Gain on sales of assets for the second quarter in the amount
of $17,454 was from the sale of used transportation equipment for cash.
For last year's second quarter the Gain on sale of assets was $9,300 which
was from the sale of used transportation equipment for cash.
12
The Company's second quarter investment income decreased 5.0% from last
year. For the six months investment increase was down 4.3%.
The Company's effective tax rate for the second quarter was -38.4% compared
to -38.3% for last year's second quarter and -42.9% for the six months this year
and -38.6% 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 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 November 30, 2003 variable rate investment levels and bank loan
balances, a one-point change in interest rates would impact interest income by
$1,966 on an annual basis and interest expense by $12,827.
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 September 30, 2003, we filed a current report on Form 8-K
dated September 30, 2003 disclosing that on September 30, 2003,
Golden Enterprises, Inc. issued a press release announcing its
earnings for the first quarter and ended August 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: January 13, 2004 /s/Mark W. McCutcheon
---------------- ---------------------
Mark W. McCutcheon
President and
Chief Executive Officer
Dated: January 13, 2004 /s/ John H. Shannon
---------------- -------------------
John H. Shannon
Vice-President and
Chief Financial Officer
(Principal Accounting Officer)
15