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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 February 29, 2004
-----------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-4339
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GOLDEN ENTERPRISES, INC.
------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 63-0250005
- --------------------------------- ---------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Golden Flake Drive
Birmingham, Alabama 35205
- -------------------------------------- ---------------------------------
(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 the number of shares outstanding of each of the issuer's
classes of common stock, as of March 31, 2004.
Outstanding at
Class March 31, 2004
----- --------------
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
February 29, 2004 (unaudited) and May 31, 2003 3
Item 1 Condensed Consolidated Statements of Operations (unaudited)
Three Months and Nine Months ended February 29, 2004 and
February 28, 2003 4
Item 1 Condensed Consolidated Statements of Cash
Flows (unaudited)- Nine Months ended February 29, 2004 5
and February 28, 2003
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
February 29, May 31,
2004 2003
------------- ------------
(Unaudited) (Audited)
ASSETS
Cash and cash equivalents $ 478,984 $ 1,278,333
Receivables, net 7,994,790 7,938,916
Note Receivable, current 44,857 42,253
Inventories:
Raw material and supplies 1,736,407 1,496,992
Finished goods 2,553,827 2,289,145
------------- ------------
4,290,234 3,786,137
------------- ------------
Prepaid expense 4,333,975 3,645,298
------------- ------------
Total current assets 17,142,840 16,690,937
------------- ------------
Property, plant and equipment, net 14,118,829 15,361,573
Long-term Note Receivable 1,831,771 1,865,747
Other assets 2,777,822 2,777,972
------------- ------------
$ 35,871,262 $36,696,229
============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Checks outstanding in excess of bank
balances $ 1,704,403 $ 1,157,108
Accounts payable 2,279,488 1,700,934
Accrued and deferred income taxes 304,699 304,698
Other accrued expenses 2,751,030 2,381,975
Salary continuation plan 94,055 88,595
Note payable- bank, current 1,195,304 432,142
------------- ------------
Total current liabilities 8,328,979 6,065,452
------------- ------------
Long-Term Liabilities:
Note payable-bank, non-
current 724,447 1,990,767
Salary Continuation Plan 1,822,683 1,870,991
------------- ------------
Total long-term liabilities 2,547,130 3,861,758
------------- ------------
Deferred income taxes 714,358 764,032
------------- ------------
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 19,096,823 20,821,015
------------- ------------
34,813,972 36,538,164
Less: Cost of common shares in treasury
(1,945,488 at
February 29, 2004 and May 31,
2003) (10,533,177) (10,533,177)
------------- ------------
Total stockholders' equity 24,280,795 26,004,987
------------- ------------
Total $ 35,871,262 $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 Nine Months Ended
FEBRUARY 29, FEBRUARY 28, FEBRUARY 29, FEBRUARY 28,
-------------------------------------------------------
2004 2003 2004 2003
-------------------------------------------------------
(UNAUDITED)
Net Sales $ 24,102,358 $ 23,954,925 $ 71,980,117 $ 72,183,211
Cost of sales 12,876,483 12,582,983 37,991,551 38,177,312
------------- ------------ ------------- ------------
Gross margin 11,225,875 11,371,942 33,988,566 34,005,899
Selling, general and administrative
expenses 12,136,595 12,097,942 35,087,945 35,642,906
------------- ------------ ------------- ------------
Operating (loss) (910,720) (726,000) (1,099,379) (1,637,007)
------------- ------------ ------------- ------------
Other income (expenses):
Investment income 37,730 39,356 117,204 122,406
Gain on sale of assets 2,787 22,737 67,672 269,326
Other income 31,989 29,365 72,921 75,309
Interest expense (48,778) (66,205) (150,727) (207,022)
------------- ------------ ------------- ------------
Total other income (expenses) 23,728 25,253 107,070 260,019
------------- ------------ ------------- ------------
(Loss) before income taxes (886,992) (700,747) (992,309) (1,376,988)
Income tax expense (337,036) (266,967) (382,183) (527,998)
------------- ------------ ------------- ------------
Net (loss) $ (549,956)$ (433,780) $ (610,126)$ (848,990)
============= ============ ============= ============
PER SHARE OF COMMON STOCK:
Net (loss) $ (0.05)$ (0.04) $ (0.05)$ (0.07)
============= ============ ============= ============
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 $ 0.0313 $ 0.0938 $ 0.0938
============= ============ ============= ============
See Accompanying Notes to Condensed Consolidated Financial Statements
4
ITEM 1
GOLDEN ENTERPRISES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
NINE MONTHS ENDED
February February
29, 28,
2004 2003
-----------------------
Cash flows from operating activities:
Net (Loss) $ (610,126) $ (848,990)
Adjustment to reconcile net income (loss)
to net
cash provided by operating
activities:
Depreciation and amortization 1,771,247 1,891,986
Deferred income
taxes (49,674) (18,963)
Gain on sale of property and
equipment (67,672) (269,326)
Changes in operating assets and
liabilities:
(Increase) Decrease in receivable- net (55,874) 1,564,132
(Increase) Decrease in
inventories (504,097) 394,341
(Increase) in pre-paid expenses (688,677) (775,413)
Decrease in other assets- long term 150 0
Increase in accounts
payable 578,554 240,641
Increase in accrued income taxes 0 21,174
Increase (Decrease) in accrued expenses 369,055 (89,740)
(Decrease) in salary continuation (42,848) (40,488)
----------- -----------
Net cash provided by operating
activities 700,038 2,069,354
----------- -----------
Cash flows from investing activities:
Purchase of property, plant and
equipment (608,318) (592,032)
Proceeds from sale of property, plant and
equipment 147,488 362,738
Collection of note
receivable 31,372 109,589
Investment securities available- for
sale:
Purchases 0 (2,482,884)
Proceeds from disposal 0 2,494,000
----------- -----------
Net cash (used in)
Investing activities (429,458) (108,589)
Cash flows from financing activities:
Debt repayments (503,158) (979,864)
Increase in checks outstanding in
excess of bank
balances 547,295 852,544
Cash dividends paid (1,114,066) (1,856,772)
----------- -----------
Net cash (used in) financing
activities (1,069,929) (1,984,092)
----------- -----------
Net (decrease) in cash and cash equivalents (799,349) (23,327)
Cash and cash equivalents at beginning of year 1,278,333 286,480
----------- -----------
Cash and cash equivalents at end of quarter $ 478,984 $ 263,153
=========== ===========
Supplemental information:
Cash paid during the
year for:
Income taxes $ 42,958 $ 88,206
Interest 150,727 207,022
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 nine-months ended
February 29, 2004 and 2003 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 nine months ended February 29, 2004 and
2003:
For the Three Months For the Nine Months
Ended Ended
February 29, February 28,
2004 2003
----------------------------------------
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 1,326
----------------------------------------
Weighted average number of common
shares and dilutive potential common
stock used in computing dilutive
earnings per share 11,883,305 11,884,631
========================================
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 Nine Months Ended
February 29, February 28, February 29, February 28,
2004 2003 2004 2003
------------------------------------------------------
Net (loss) as reported ($549,956) ($433,780) ($610,126) ($848,990)
(Loss) per share as reported-basic (.05) (.04) (.05) (.07)
(Loss) per share as reported-diluted (.05) (.04) (.05) (.07)
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) (9,219) (9,495)
Pro-forma net (loss) (553,029) (436,945) (619,345) (858,485)
Pro-forma (loss) per share-basic (.05) (.04) (.05) (.07)
Pro-forma (loss) per share-diluted (.05) (.04) (.05) (.07)
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.
7
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 nine months ended February 29, 2004 the
Company's bank debt was reduced by $.50 million compared to $.98 million
last year. The interest rate at February 29, 2004 was 2.85% compared to
3.09% at February 28, 2003.
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 February 29, 2004 and the
related interim consolidated statements of operations and cash flows for
the nine-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
April 12, 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 434 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 February 29, 2004 and May 31, 2003
the Company had accounts receivables in the amount of $8.0 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.
11
LIQUIDITY AND CAPITAL RESOURCES
Working Capital was $10.6 million at June 1, 2003 and $8.8 million at the
end of the third quarter. Net cash provided by operating activities amounted to
$.70 million for the nine months this year compared to $1.51 million for last
year's first nine months.
Additions to property, plant and equipment, net of disposals, were $0.53
million this year and $0.50 million last year. Cash dividends of $1.11 million
were paid during this year's first nine months compared to $1.86 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
decrease in investment securities providing $0.01 million of cash last year. The
Company's current ratio was 2.06 to 1.00 at February 29, 2004.
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 February 29, 2004 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 February 29, 2004, net sales increased 0.6% from
the comparable period in fiscal 2003. The increase in net sales was distributed
evenly between private label and branded sales. This year's third quarter cost
of sales was 53.4% of net sales compared to 52.5% last year, and selling,
general and administrative expenses were 50.4% of net sales this year and 50.5%
last year. The increase was primarily due to significant increases in employee
medical costs and commodity costs.
For the year-to-date net sales decreased 0.3% from last year. Cost of sales
was 52.8% of net sales compared to 52.9% last year. Selling, general and
administrative expenses were 48.7% of net sales this year, and 49.4% last year.
The Company's gain on sales of assets for the third quarter in the amount
of $2,787 was from the sale of used transportation equipment for cash.
For last year's third quarter the gain on sale of assets was $22,737 which
was from the sale of used transportation equipment for cash.
12
Golden Enterprises Audit Committee has engaged a private CPA firm to
execute an internal audit in compliance with Sarbanes-Oxley. This engagement
will measure the effectiveness of the companies internal control framework plus
establish new guidelines where applicable.
The Company's third quarter investment income decreased 4.1% from last
year. For the nine months investment income was down 4.2%.
The Company's effective tax rate for the third quarter was -38.0% compared
to -38.1% for last year's third quarter and -38.5% for the nine months this year
and -38.3% last year.
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 February 29, 2004 variable rate investment levels and bank loan
balances, a one-point change in interest rates would impact interest income by
$38 on an annual basis and interest expense by $19,198.
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
13
cause actual results to differ materially include price competition, industry
consolidation, raw material costs and effectiveness of sales and marketing
activities, as described in the Company's filings with the Securities and
Exchange Commission.
ITEM 3
------
QUANTITATIVE AND QUALITATIVE
DISCLOSURE ABOUT MARKET RISK
Included in Item 2, Management's Discussion and Analysis of Financial
Condition and Results of Operations- Market Risk beginning on page 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 December 29, 2003, we filed a current report on Form 8-K
dated December 29, 2003 disclosing that on December 29, 2003,
Golden Enterprises, Inc. issued a press release announcing its
earnings for the second quarter and ended November 30, 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: April 12, 2004 /s/Mark W. McCutcheon
-------------- ---------------------
Mark W. McCutcheon
President and
Chief Executive Officer
Dated: April 12, 2004 /s/ Patty Townsend
-------------- ------------------
Patty Townsend
Vice-President and
Chief Financial Officer
(Principal Accounting Officer)
15