ITEM 1. -- BUSINESS
Golden Enterprises, Inc. (the "Company") is a holding company which owns all of the issued and outstanding capital stock of Golden Flake Snack Foods, Inc., a wholly-owned operating subsidiary company ("Golden Flake"). Golden Enterprises is paid a fee by Golden Flake for providing management services for it.
The Company was originally organized under the laws of the State of Alabama as Magic City Food Products, Inc. on June 11, 1946. On March 11, 1958, it adopted the name Golden Flake, Inc. On June 25, 1963, the Company purchased Don's Foods, Inc., a Tennessee corporation which was merged into the Company on December 10, 1966. The Company was reorganized December 31, 1967 as a Delaware corporation without changing any of its assets, liabilities or business. On January 1, 1977, the Company which had been engaged in the business of manufacturing and distributing potato chips, fried pork skins, cheese curls and other snack foods, spun off its operating division into a separate Delaware corporation known as Golden Flake Snack Foods, Inc. and adopted its present name of Golden Enterprises, Inc.
The Company owns all of the issued and outstanding capital stock of Golden Flake Snack Foods, Inc.
Golden Flake Snack Foods, Inc.
General
Golden Flake Snack Foods, Inc. ("Golden Flake") is a Delaware corporation with its principal place of business and home office located at One Golden Flake Drive, Birmingham, Alabama. Golden Flake manufactures and distributes a full line of salted snack items, such as potato chips, tortilla chips, corn chips, pretzels, fried pork skins, baked and fried cheese curls, peanut butter crackers, cheese crackers, onion rings and buttered and cheese popcorn. These products are all packaged in cellophane bags or other suitable wrapping material. Golden Flake also sells a line of cakes and cookie items, canned dips, 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 Golden Flake's sales, which affords some protection against loss of volume due to a crop failure of major agricultural raw materials.
Raw Materials
Golden Flake purchases raw materials used in manufacturing and processing its snack food products on the open market and under contract through brokers and directly from growers. A large part of the raw materials used by Golden Flake consists of farm commodities which are subject to precipitous change in supply and price. Weather varies from season to season and directly affects both the quality and supply available. Golden Flake has no control of the agricultural aspects and its profits are affected accordingly.
Distribution
Golden Flake sells its products through its own sales organization to commercial establishments which sell food products in Alabama and in parts of Tennessee, Kentucky, Georgia, Florida, Mississippi, Louisiana, North Carolina, South Carolina, Arkansas, Missouri and Indiana. The products are distributed by approximately 572 route salesmen who are supplied with selling inventory by the Company's trucking fleet which operates out of Birmingham, Alabama, Nashville, Tennessee, and Ocala, Florida. All of the route salesmen are employees of Golden Flake and use the direct store door delivery method. Golden Flake is not dependent upon any single customer, or a few customers, the loss of any one or more of which would have a material adverse effect on its business. No single customer accounts for more than 10% of its total sales. Golden Flake has a fleet of 918 company owned vehicles to support the route sales system, including 43 tractors and 32 trailers for long haul delivery to the various company warehouses located throughout its distribution areas, 764 store delivery vehicles and 79 cars and miscellaneous vehicles. Golden Flake also leases 30 trailers.
Competition
The snack foods business is highly competitive. In the area in which Golden Flake operates, many companies engage in the production and distribution of food products similar to those produced and sold by Golden Flake. Most, if not all, of Golden Flake's products are in direct competition with similar products of several local and regional companies and at least one national company, the Frito Lay Division of Pepsi Co., Inc., which is larger in terms of capital and sales volume than is Golden Flake. Golden Flake is unable to state its relative position in the industry. Golden Flake's marketing thrust is aimed at selling the highest quality product possible and giving good service to its customers, while being competitive with its prices. Golden Flake constantly tests the quality of its products for comparison with other similar products of competitors and maintains tight quality controls over its products.
Employees
Golden Flake employs approximately 1,330 employees. Approximately 760 employees are involved in route sales and sales supervision, approximately 460 are in production and production supervision, and approximately 110 are management and administrative personnel.
Golden Flake believes that the performance and loyalty of its employees are the most important factors in the growth and profitability of its business. Since labor costs represent a significant portion of Golden Flake's expenses, employee productivity is important to profitability. Golden Flake considers its relations with its employees to be excellent.
Golden Flake has a Profit Sharing Plan and an Employee Stock Ownership Plan designed to reward the long term employee for his loyalty. In addition, the employees are provided medical insurance, life insurance, and an accident and sickness salary continuance plan. Golden Flake believes that its employee wage rates are competitive with those of its industry and with prevailing rates in its area of operations.
Environmental Matters
There have been no material effects of compliance with government provisions regulating discharge of materials into the environment.
Recent Developments
Since the beginning of its last fiscal year, no significant change has occurred in the kinds of products manufactured or in the markets or methods of distribution, and no material changes or developments have occurred in the business done and intended to be done by Golden Flake.
Executive Officers Of Registrant And Its Subsidiary
Name and Age Position and Offices with Management
John S. Stein, 59 Mr. Stein is Chairman of the Board, President and Chief Executive Officer of the Company. He was elected Chairman on June 1, 1996 and has served as Chief Executive Officer since June 1, 1991 and as President of the Company since 1985. Mr. Stein served as President of Golden Flake Snack Foods, Inc. from 1976 to September 20, 1991. Mr. Stein has been employed with the Company and its subsidiaries since 1961. Mr. Stein is elected Chairman, President and Chief Executive Officer annually, and his present term will expire on May 31, 1997.
F. Wayne Pate, 61 Mr. Pate is President of Golden Flake Snack Foods, Inc., a wholly-owned subsidiary of the Company. He was elected President on September 20, 1991, and has been employed by Golden Flake since 1968. During his employment, he has served as Vice President of Research and Development, Vice President of Manufacturing and Executive Vice President of Manufacturing and Sales. Mr. Pate is elected President annually, and his present term will expire on May 31, 1997.
John H. Shannon, 59 Mr. Shannon has been employed with the Company since 1962. He was elected Controller in 1976, Secretary in 1978 and Vice-President in 1979, and has served in these capacities since then. Mr. Shannon is elected to his positions on an annual basis, and his present term of office will expire on May 31, 1997.
ITEM 2.
ITEM 2. -- PROPERTIES
The office headquarters of the Company are located at Suite 212, 2101 Magnolia Avenue South, Birmingham, Alabama 35205. The Company occupies approximately 1300 square feet of office space under lease. The properties of the subsidiary are described below.
Golden Flake
Manufacturing Plants and Office Headquarters
The main plant and office headquarters of Golden Flake are located at One Golden Flake Drive, Birmingham, Alabama, and are situated on approximately 23 acres of land which is serviced by a railroad spur track. This facility consists of 6 buildings which have a total of approximately 300,000 square feet of floor area. The plant manufactures a full line of Golden Flake products. Golden Flake maintains a garage and vehicle maintenance service center from which it services, maintains, repairs and rebuilds its fleet and delivery trucks. Golden Flake has adequate employee and fleet parking.
Golden Flake owns approximately 17 acres of undeveloped real estate which is adjacent to its main plant and office headquarters in Birmingham. This property is zoned for industrial use and is readily available for future use. Plans for the utilization of this property have not been finalized.
Golden Flake has a manufacturing plant in Nashville, Tennessee, which is located at 2930 Kraft Drive. The building is of masonry construction and has approximately 70,000 square feet of floor space. This facility is serviced by a railroad spur track. Golden Flake manufactures potato chips, baked tortilla chips and pretzels at this plant. The Company also owns 2 acres of land across the street from its Nashville plant which is presently used for parking. This property is zoned for industrial use and is readily available for future use. Plans for the utilization of this property have not been finalized.
Golden Flake also has a manufacturing plant in Ocala, Florida. This plant was placed in service in November 1984. The plant consists of approximately 100,000 square feet and is located on a 56-acre site on Silver Springs Boulevard. The Company manufactures corn chips, tortilla chips and potato chips from this facility. This manufacturing plant, with allowance for future expansion, will use approximately 27 acres of the 56-acre site. The remaining 29 acres are undeveloped and are readily available for future use for commercial and/or light industrial development. Plans for the utilization of this property have not been finalized.
The manufacturing plants, office headquarters and additional lands are owned by Golden Flake free and clear of any debts.
Distribution Warehouses
Golden Flake owns branch warehouses in Montgomery, Demopolis, Fort Payne, Muscle Shoals, Huntsville, Phenix City, Tuscaloosa, Mobile, Dothan and Oxford, Alabama; Gulfport and Jackson, Mississippi; Chattanooga, Knoxville and Memphis, Tennessee; Decatur, Marietta, Forest Park and Macon, Georgia; Jacksonville, Panama City, Clearwater, Tampa, Orlando, Tallahassee and Pensacola, Florida; Baton Rouge and New Orleans, Louisiana; Louisville, Kentucky and Little Rock, Arkansas. The warehouses vary in size from 2,400 to 8,000 square feet. All distribution warehouses are owned free and clear of any debts.
Vehicles
Golden Flake owns a fleet of 918 vehicles which includes 764 route trucks, 43 tractors, 32 trailers and 79 cars and miscellaneous vehicles. There are no liens or encumbrances on Golden Flake's vehicle fleet. Golden Flake also leases 30 trailers and owns a 1987 Cessna Citation II aircraft.
ITEM 3.
ITEM 3. -- LEGAL PROCEEDINGS
There are no material pending legal proceedings against the Company or its subsidiary other than ordinary routine litigation incidental to the business of the Company and its subsidiary.
ITEM 4.
ITEM 4. -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
PART II
ITEM 5.
ITEM 5. -- MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
GOLDEN ENTERPRISES, INC. AND SUBSIDIARIES
MARKET AND DIVIDEND INFORMATION
The Company's common stock is traded in the over-the-counter market under the "NASDAQ" symbol, GLDC, and transactions are reported through the National Association of Securities Dealers Automated Quotation (NASDAQ) National Market System. The following tabulation sets forth the high and low sales prices for the common stock during each quarter of the fiscal years ended May 31, 1996 and 1995 and the amount of dividends paid per share in each quarter. The Company currently expects that comparable regular cash dividends will be paid in the future.
Market Price Dividends Paid Quarter High Low Per share
Fiscal 1996
First $7 1/2 $6 3/4 $.11 1/2 Second 9 3/4 7 .11 3/4 Third 9 1/8 7 3/4 .11 3/4 Fourth 9 3/4 7 1/2 .11 3/4
Fiscal 1995
First $8 $6 3/4 $.11 1/4 Second 7 1/4 6 3/4 .11 1/2 Third 7 1/4 6 3/4 .11 1/2 Fourth 7 1/4 6 3/4 .11 1/2
As of August 2, 1996, there were approximately 1,800 record holders of common stock.
ITEM 7. -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
GOLDEN ENTERPRISES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
Working capital was $19.1 million at May 31, 1996 compared to $25.8 million at May 31, 1995. Net cash provided by operations amounted to $5.2 million in fiscal year 1996, $6.6 million in 1995, and $5.0 million in 1994. An additional $6.5 million in cash was provided this year by a net decrease in investment securities compared to a usage of $0.3 million in 1995 to increase investment securities, and in 1994 an additional $2.0 million in cash was provided by a net decrease in investment securities. In fiscal year 1995, $2.1 million in cash was received from the sale of the Company's fastener division.
Additions to property, plant and equipment, net of disposals, were $6.2 million, $1.4 million, and $0.7 million in fiscal years 1996, 1995, and 1994, respectively, and are expected to be about $2.0 million in 1997.
Cash dividends of $5.7 million were paid during fiscal years 1996 and 1995, and $5.6 million in 1994.
Cash in the amount of $0.5 million was used to purchase treasury shares during fiscal 1996 while $1.9 million and $1.2 million was used for this purpose in 1995 and 1994, respectively.
Long-term liabilities as a percentage of total capitalization was 1.9% at May 31, 1996. The Company's current ratio at the year end was 4.37 to 1.00.
The increase in capital expenditures this year was for the development of new Low Fat and No Fat snack food products, enabling the Company to take advantage of the opportunities in this growing category. All of these new products were in distribution by the end of the fiscal year. Capital expenditures will return to a lower, more normal level in fiscal year 1997.
Operating Results
Net sales and other operating income decreased by 1.3% in fiscal year 1996, increased by 1.8% in fiscal year 1995, and decreased by 2.8% in 1994. Sales have been essentially flat for the past three years in an extremely competitive environment. The fact that two large competitors recently left the snack food market has given the Company opportunities in a number of its markets, but competition remains very intense.
The Company's investment income as a percentage of income before taxes was 13.3% in 1996, 8.1% in 1995, and 9.4% in 1994. The increase in this percentage in 1996 compared to 1995 was due to the decrease in the Company's operating income, and the decrease in 1995 compared to 1994 was due to the increase in operating income.
Cost of sales was 45.3% of net sales in 1996, 43.9% in 1995, and 43.8% in 1994. After stabilizing for two years, this percentage increased due to higher prices of packaging materials, cardboard, most raw materials and utilities. Also costs associated with the development of new Low Fat and No Fat snack food products contributed to the increased costs.
Selling, general and administrative expenses were 51.7% of sales in 1996, 50.6% in 1995, and 53.4% in 1994. The increase in this percentage for 1996 was primarily due to increased advertising expense and the drop in sales. For 1995 the improvement in the percentage was due to less advertising expense combined with an increase in sales.
Inflation
Certain costs and expenses of the Company are affected adversely by inflation, and the Company's prices for its products over the last six 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.
ITEM 8. -- FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements of the registrant and its subsidiaries for the year ended May 31, 1996, consisting of the following, are contained herein:
Consolidated Balance Sheets -- May 31, 1996 and 1995
Consolidated Statements of Income -- Years ended May 31, 1996, 1995 and 1994
Consolidated Statements of -- Years ended May 31, 1996, 1995 and 1994 Cash Flows
Consolidated Statements of -- Years ended May 31, 1996, 1995 and 1994 Changes in Stockholders' Equity
Notes to Consolidated Financial -- Years ended May 31, 1996, 1995 and 1994 Statements
Quarterly Results of Operations -- Years ended May 31, 1996 and 1995
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Stockholders and Board of Directors of Golden Enterprises, Inc.
We have audited the accompanying consolidated balance sheets of Golden Enterprises, Inc. and subsidiaries as of May 31, 1996 and 1995, and the related consolidated statements of income, changes in stockholders' equity and cash flows for each of the three years in the period ended May 31, 1996. These consolidated financial statements and schedules referred to below are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Golden Enterprises, Inc. and subsidiaries as of May 31, 1996 and 1995, and the consolidated results of their operations and their cash flows for each of the three years in the period ended May 31, 1996, in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedules listed in item 14(a)(2) are presented for purposes of complying with the Securities Exchange Commission's rules and are not part of the basic financial statements. These schedules for the years ended May 31, 1996, 1995, and 1994, have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, fairly state in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.
Birmingham, Alabama July 8, 1996 DUDLEY, HOPTON-JONES, SIMS & FREEMAN PLLP
GOLDEN ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 31, 1996, 1995 and 1994
NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Consolidation
The consolidated financial statements include the accounts of Golden Enterprises, Inc. and its wholly-owned subsidiaries: Golden Flake Snack Foods, Inc., Steel City Bolt & Screw, Inc. and Nall & Associates, Inc. (the "Company"). All significant intercompany transactions and balances have been eliminated.
Discontinued Operations
On January 31, 1995, the Company disposed of its investment in its wholly-owned subsidiaries, Steel City Bolt & Screw, Inc. and Nall & Associates, Inc. (the Steel City group) for cash. Accordingly, the Steel City group's income from operations, previously reported in the bolt and other fasteners segment of business, is reported as income from operations of discontinued business. The consolidated financial statements have been reclassified to report separately the assets, liabilities and operating results of the discontinued business. The Company's consolidated financial statements and notes to consolidated financial statements have been restated to reflect comparative information on the continuing business.
Revenue Recognition
The Company recognizes sales and related costs upon delivery or shipment of products to its customers.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents.
Investment Securities
Investment securities at May 31, 1996 are principally instruments of the U.S. Government and its agencies, of municipalities and of short-term mutual municipal and corporate bond funds. Effective June 1, 1994 the Company adopted the provisions of Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities" (SFAS 115). This statement, among other things, requires investment securities (bonds, notes, common stock and preferred stocks) to be divided into one of three categories: held-to-maturity, available-for-sale, and trading. The Company currently classifies all investment securities as available-for-sale. Under SFAS 115 securities accounted for as available-for-sale includes bonds, notes, common stock and non-redeemable preferred stock not classified as either held-to-maturity or trading. Securities available-for-sale are reported at fair value, adjusted for other-than-temporary declines in value. Unrealized holding gains and losses, net of tax, on securities available-for-sale are reported as a net amount in a separate component of stockholders' equity until realized. Realized gains and losses on the sale of securities available-for-sale are determined using the specific-identification method.
Prior to adopting SFAS 115, all of the Company's marketable securities were reported at cost which approximated market value. Therefore, no adjustment was necessary for the initial effect of adopting SFAS 115 at June 1, 1994.
Inventories
Inventories are stated at the lower of cost or market. Cost is computed on the first-in, first-out method. The opening and closing inventories used in computing cost of sales are as follows:
Date Amount
May 31, 1994 $4,251,253 May 31, 1995 4,554,846 May 31, 1996 4,772,372
Property, Plant and Equipment
Property, plant and equipment are stated at cost. For financial reporting purposes, depreciation and amortization have been provided principally on the straight-line method over the estimated useful lives of the respective assets. Accelerated methods are used for tax purposes.
Expenditures for maintenance and repairs are charged to operations as incurred; expenditures for renewals and betterments are capitalized and written off by depreciation and amortization charges. Property retired or sold is removed from the asset and related accumulated depreciation accounts and any profit or loss resulting therefrom is reflected in the statements of income.
Employee Benefit and Stock Options Plans
The Company has trusteed "Qualified Profit-Sharing Plans." The plans are "Non-Formula" plans and the annual contributions to the plans are determined by the applicable Board of Directors. The profit-sharing expenses for the years ended May 31, 1996, 1995 and 1994 were $518,597, $518,663 and $522,803, respectively.
The Company has an Employee Stock Ownership Plan that covers all full-time employees. The annual contributions to the plan are amounts determined by the Boards of Directors of the Company. Annual contributions are made in cash or common stock of the Company. The Employee Stock Ownership Plan expenses for the years ended May 31, 1996, 1995 and 1994 were $53,809, $103,823 and $104,671, respectively. Each participant's account is credited with an allocation of shares acquired with the Company's annual contributions, dividends receivedon ESOP shares and forfeitures of terminated participant's nonvested accounts.
The contributions to the Profit-Sharing Plans and the Employee Stock Ownership Plan may not exceed fifteen percent of the total compensation of all participating employees. The Company expects to continue these plans indefinitely; however, the rights to modify, amend or terminate the plans have been reserved.
The Company has a salary continuation plan with certain of its key officers whereby monthly benefits will be paid for a period of fifteen years following retirement. The Company is accruing the present value of such retirement benefits until the key officers reach normal retirement age.
In 1988, the Company's shareholders approved the "1988 Stock Option and Stock Appreciation Rights Plan" for certain employees of the Company. The plan provides that non-qualified stock options and stock appreciation rights may be granted to key employees for up to 400,000 shares of the Company's common stock. The options and stock appreciation rights are exercisable three years after date of grant. The option price may be less than, equal to or greater than the fair market value of the stock on the date of grant. Each stock appreciation right entitles the option holder, upon exercise of the related stock option, to receive from the Company the amount of the appreciation in the underlying common stock as determined by the excess of the fair market value of a share of common stock on the exercise date of the related stock option over the option price. The options and stock appreciation rights granted, if not exercised, will expire three months from the date they are exercisable. As of May 31, 1996, options and stock appreciation rights had been granted for 145,000 shares (net of 13,000 shares forfeited) at an option price of $6 per share and for 79,500 shares (net of 6,000 shares forfeited) at an option price of $5 per share. 36,500 shares were exercised at $5 per share during the fiscal years ended May 31, 1995. There were no stock options and stock appreciation rights outstanding at May 31, 1996 and 1995. The plan expires July 6, 2002, except as to options and stock appreciation rights outstanding on that date; however, the rights to amend, suspend or terminate the plan have been reserved.
Income Taxes
Deferred income taxes are recorded on the differences between the tax bases of assets and liabilities and the amounts at which they are reported in the consolidated financial statements. Recorded amounts are adjusted to reflect changes in income tax rates and other tax law provisions as they become enacted.
Net Income Per Share
Net income per share computations are based on the weighted average number of shares outstanding of 12,243,283 in 1996; 12,376,769 in 1995 and 12,540,809 in 1994. Stock options were not included in these computations as their effect was not material.
Postretirement Benefits Other than Pensions
In December 1990, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions." The standard requires employers to account for retiree benefit obligations (principally for health care) on an accrual basis (rather than on a "pay-as-you-go" basis) for fiscal years beginning after December 15, 1992, although recognition in an earlier year was permitted. The Company adopted the standard on June 1, 1993; however, the implementation of the standard did not have a material impact on the financial statements of the Company.
Disclosures About Fair Value of Financial Instruments
In fiscal 1996, the Company adopted Statement of Financial Accounting Standards No. 107, Disclosures about Fair Value of Financial Instruments (SFAS 107), which requires companies to disclose fair value information about certain financial instruments. SFAS No. 107 defines fair value as the quoted market prices for those instruments that are actively traded in financial markets. In cases where quoted market prices are not available, fair values are estimated using present value or other valuation techniques. The fair value estimates are made at a specific point in time, based on available market information and judgments about the financial instrument, such as estimates of timing and amount of expected future cash flows. Such estimates do not reflect any premium or discount that could result from offering for sale at one time the Company's entire holdings of a particular financial instrument, nor do they consider the tax impact of the realization of unrealized gains or losses. In many cases, the fair value estimates cannot be substantiated by comparison to independent markets, nor can the disclosed value be realized in immediate settlement of the instrument.
The carrying amounts for cash and cash equivalents approximate fair value because of the short maturity, generally less than three months, of these instruments.
The fair values of investment securities have been determined using values supplied by independent pricing services and are disclosed together with carrying amounts in Note 2.
The carrying value of the Company's long-term liabilities approximates fair value because present value is used in accruing this liability.
The Company does not hold or issue financial instruments for trading purposes and has no involvement with forward currency exchange contracts.
Postemployment Benefits
In November 1992, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 112, "Employers' Accounting for Postemployment Benefits." The standard requires employers to accrue, for fiscal years beginning after December 15, 1993 with earlier adoption permitted, for benefits provided to former or inactive employees after employment but prior to retirement. The Company adopted the standard in fiscal 1995; however, the implementation of the standard did not have a material impact on the financial statements of the Company.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
NOTE 2 -- INVESTMENT SECURITIES
The amortized cost, gross unrealized gains and losses and fair value of the investment securities available-for-sale are as follows:
Maturities of investment securities classified as available-for-sale at May 31, 1996 by contractual maturity are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to recall or prepay obligations with or without call or prepayment penalties.
Proceeds from sales of investment securities available-for-sale during fiscal 1996 and 1995 were $19,076,530 and $85,497,783, respectively. Gross gains of $31,193 and gross losses of $44,399 for fiscal 1996 and 1995, respectively, were realized on those sales.
NOTE 3 -- LONG-TERM LIABILITIES
Long-term liabilities consisted of salary continuation benefits accrued under the Company's salary continuation plan in the amounts of $823,227 and $598,922 at May 31, 1996 and 1995, respectively.
Aggregate annual maturities of long-term liabilities within each of the next five fiscal years following May 31, 1996 are as follows: 1997 through 2001, $-0-.
NOTE 4 -- INCOME TAXES
The effective tax rate for continuing operations differs from the expected tax using statutory rates. A reconciliation between the expected tax and the actual income tax expense follows:
The tax effects of temporary differences that result in deferred tax liabilities are as follows:
The income tax effects of changes in temporary differences are as follows:
NOTE 5 -- COMMITMENTS AND CONTINGENCIES
Rental expenses were $541,744 in 1996, $540,284 in 1995 and $515,256 in 1994. At May 31, 1996, the Company was obligated under certain leases (which have not been capitalized) for buildings, office space and equipment. The following amounts represent future payment commitments under these leases:
Years Ending Buildings and May 31, Office Space Equipment Total
1997 $14,000 $223,000 $237,000 1998 -- 136,000 136,000 1999 -- 41,000 41,000
One of the subsidiaries leases equipment from a company which is principally owned by a major shareholder of Golden Enterprises, Inc. The terms of these leases are equal to or better than those available from unaffiliated third parties.
The Company had investment securities with a fair value of $2,300,937 and $2,105,901 pledged to its insurance carrier to support the Company's commercial self-insurance program at May 31, 1996 and 1995, respectively.
NOTE 6 -- CONCENTRATIONS OF CREDIT RISK
The Company's financial instruments that are exposed to concentrations of credit risk consist primarily of cash equivalents and trade receivables.
The Company maintains its cash accounts primarily with banks located in Alabama. The total cash balances are insured by the F.D.I.C. up to $100,000 per bank. The Company had cash balances on deposit with two Alabama banks at May 31, 1996 that exceeded the balance insured by the F.D.I.C. in the amount of $1,174,911.
The Company's trade receivables result primarily from its snack food operations and reflect a broad customer base, primarily large grocery chains located in the southeastern United States. The Company routinely assesses the financial strength of its customers. As a consequence, concentrations of credit risk are limited.
NOTE 7 -- QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The following is a summary of the unaudited quarterly results of operations of the years ended May 31, 1996, 1995 and 1994:
NOTE 8 -- SUPPLEMENTARY STATEMENT OF INCOME INFORMATION
The following tabulation gives certain supplementary statement of income information for continuing operations for the years ended May 31, 1996, 1995 and 1994:
Amounts for depreciation and amortization of intangible assets, royalties, other taxes, rents and research and development costs are not presented because each of such amounts is less than 1% of total revenues.
ITEM 9. -- CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not Applicable.
PART III
ITEM 10. -- DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
ITEM 11. -- EXECUTIVE COMPENSATION
ITEM 12. -- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
ITEM 13. -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
With the exception of a description of Executive Officers of The Registrant which appears on page 5 herein, Part III is omitted because prior to September 28, 1996, the Company will file a definitive Proxy Statement with the Securities and Exchange Commission pursuant to Regulation 14A which involves the election of directors.
PART IV
ITEM 14. -- EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. and 2. LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statements of Golden Enterprises, Inc. and subsidiary required to be included in Item 8 are listed below:
Consolidated Balance Sheets -- May 31, 1996 and 1995
Consolidated Statements of Income -- Years ended May 31, 1996, 1995 and 1994
Consolidated Statements of Changes in Stockholders' Equity -- Years ended May 31, 1996, 1995 and 1994
Consolidated Statements of Cash Flows -- Years ended May 31, 1996, 1995 and 1994
Notes to Consolidated Financial Statements
The following consolidated financial statements schedule is included in Item 14(d):
Schedule II -- Valuation and Qualifying Accounts
All other schedules are omitted because the information required therein is not applicable, or the information is given in the financial statements and notes thereto.
3. Exhibits:
None
(b) Report on Form 8-K -- The Registrant did not file a Form 8-K report during the last quarter of the period covered by this report.
(c) Exhibits. See (a)3. above.
(d) Financial Statement Schedules. The response to this portion of Item 14, is submitted under Item 14.(a) 1. and 2. above.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GOLDEN ENTERPRISES, INC.
By /s/ John H. Shannon August 26, 1996 John H. Shannon Date Vice President, Principal Financial Officer and Controller
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
Signature Title Date
/s/ John S. Stein Chairman of the Board, August 26, 1996 John S. Stein President, Chief Executive Officer and Director
/s/ John H. Shannon Vice President, Secretary, August 26, 1996 John H. Shannon Principal Financial Officer and Controller
/s/ F. Wayne Pate Director August 26, 1996 F. Wayne Pate
/s/ Edward R. Pascoe Director August 26, 1996 Edward R. Pascoe
/s/ John P. McKleroy, Jr. Director August 26, 1996 John P. McKleroy, Jr.
/s/ James I. Rotenstreich Director August 26, 1996 James I. Rotenstreich
/s/ John S. P. Samford Director August 26, 1996 John S. P. Samford
/s/ D. Paul Jones, Jr. Director August 26, 1996 D. Paul Jones, Jr.
/s/ J. Wallace Nall, Jr. Director August 26, 1996 J. Wallace Nall, Jr.
/s/ Joann F. Bashinsky Director August 26, 1996 Joann F. Bashinsky
ITEM 7. -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
GOLDEN ENTERPRISES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
Working capital was $19.1 million at May 31, 1996 compared to $25.8 million at May 31, 1995. Net cash provided by operations amounted to $5.2 million in fiscal year 1996, $6.6 million in 1995, and $5.0 million in 1994. An additional $6.5 million in cash was provided this year by a net decrease in investment securities compared to a usage of $0.3 million in 1995 to increase investment securities, and in 1994 an additional $2.0 million in cash was provided by a net decrease in investment securities. In fiscal year 1995, $2.1 million in cash was received from the sale of the Company's fastener division.
Additions to property, plant and equipment, net of disposals, were $6.2 million, $1.4 million, and $0.7 million in fiscal years 1996, 1995, and 1994, respectively, and are expected to be about $2.0 million in 1997.
Cash dividends of $5.7 million were paid during fiscal years 1996 and 1995, and $5.6 million in 1994.
Cash in the amount of $0.5 million was used to purchase treasury shares during fiscal 1996 while $1.9 million and $1.2 million was used for this purpose in 1995 and 1994, respectively.
Long-term liabilities as a percentage of total capitalization was 1.9% at May 31, 1996. The Company's current ratio at the year end was 4.37 to 1.00.
The increase in capital expenditures this year was for the development of new Low Fat and No Fat snack food products, enabling the Company to take advantage of the opportunities in this growing category. All of these new products were in distribution by the end of the fiscal year. Capital expenditures will return to a lower, more normal level in fiscal year 1997.
Operating Results
Net sales and other operating income decreased by 1.3% in fiscal year 1996, increased by 1.8% in fiscal year 1995, and decreased by 2.8% in 1994. Sales have been essentially flat for the past three years in an extremely competitive environment. The fact that two large competitors recently left the snack food market has given the Company opportunities in a number of its markets, but competition remains very intense.
The Company's investment income as a percentage of income before taxes was 13.3% in 1996, 8.1% in 1995, and 9.4% in 1994. The increase in this percentage in 1996 compared to 1995 was due to the decrease in the Company's operating income, and the decrease in 1995 compared to 1994 was due to the increase in operating income.
Cost of sales was 45.3% of net sales in 1996, 43.9% in 1995, and 43.8% in 1994. After stabilizing for two years, this percentage increased due to higher prices of packaging materials, cardboard, most raw materials and utilities. Also costs associated with the development of new Low Fat and No Fat snack food products contributed to the increased costs.
Selling, general and administrative expenses were 51.7% of sales in 1996, 50.6% in 1995, and 53.4% in 1994. The increase in this percentage for 1996 was primarily due to increased advertising expense and the drop in sales. For 1995 the improvement in the percentage was due to less advertising expense combined with an increase in sales.
Inflation
Certain costs and expenses of the Company are affected adversely by inflation, and the Company's prices for its products over the last six 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.
ITEM 8.
ITEM 8. -- FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements of the registrant and its subsidiaries for the year ended May 31, 1996, consisting of the following, are contained herein:
Consolidated Balance Sheets -- May 31, 1996 and 1995
Consolidated Statements of Income -- Years ended May 31, 1996, 1995 and 1994
Consolidated Statements of -- Years ended May 31, 1996, 1995 and 1994 Cash Flows
Consolidated Statements of -- Years ended May 31, 1996, 1995 and 1994 Changes in Stockholders' Equity
Notes to Consolidated Financial -- Years ended May 31, 1996, 1995 and 1994 Statements
Quarterly Results of Operations -- Years ended May 31, 1996 and 1995
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Stockholders and Board of Directors of Golden Enterprises, Inc.
We have audited the accompanying consolidated balance sheets of Golden Enterprises, Inc. and subsidiaries as of May 31, 1996 and 1995, and the related consolidated statements of income, changes in stockholders' equity and cash flows for each of the three years in the period ended May 31, 1996. These consolidated financial statements and schedules referred to below are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Golden Enterprises, Inc. and subsidiaries as of May 31, 1996 and 1995, and the consolidated results of their operations and their cash flows for each of the three years in the period ended May 31, 1996, in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedules listed in item 14(a)(2) are presented for purposes of complying with the Securities Exchange Commission's rules and are not part of the basic financial statements. These schedules for the years ended May 31, 1996, 1995, and 1994, have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, fairly state in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.
Birmingham, Alabama July 8, 1996 DUDLEY, HOPTON-JONES, SIMS & FREEMAN PLLP
GOLDEN ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 31, 1996, 1995 and 1994
NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Consolidation
The consolidated financial statements include the accounts of Golden Enterprises, Inc. and its wholly-owned subsidiaries: Golden Flake Snack Foods, Inc., Steel City Bolt & Screw, Inc. and Nall & Associates, Inc. (the "Company"). All significant intercompany transactions and balances have been eliminated.
Discontinued Operations
On January 31, 1995, the Company disposed of its investment in its wholly-owned subsidiaries, Steel City Bolt & Screw, Inc. and Nall & Associates, Inc. (the Steel City group) for cash. Accordingly, the Steel City group's income from operations, previously reported in the bolt and other fasteners segment of business, is reported as income from operations of discontinued business. The consolidated financial statements have been reclassified to report separately the assets, liabilities and operating results of the discontinued business. The Company's consolidated financial statements and notes to consolidated financial statements have been restated to reflect comparative information on the continuing business.
Revenue Recognition
The Company recognizes sales and related costs upon delivery or shipment of products to its customers.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents.
Investment Securities
Investment securities at May 31, 1996 are principally instruments of the U.S. Government and its agencies, of municipalities and of short-term mutual municipal and corporate bond funds. Effective June 1, 1994 the Company adopted the provisions of Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities" (SFAS 115). This statement, among other things, requires investment securities (bonds, notes, common stock and preferred stocks) to be divided into one of three categories: held-to-maturity, available-for-sale, and trading. The Company currently classifies all investment securities as available-for-sale. Under SFAS 115 securities accounted for as available-for-sale includes bonds, notes, common stock and non-redeemable preferred stock not classified as either held-to-maturity or trading. Securities available-for-sale are reported at fair value, adjusted for other-than-temporary declines in value. Unrealized holding gains and losses, net of tax, on securities available-for-sale are reported as a net amount in a separate component of stockholders' equity until realized. Realized gains and losses on the sale of securities available-for-sale are determined using the specific-identification method.
Prior to adopting SFAS 115, all of the Company's marketable securities were reported at cost which approximated market value. Therefore, no adjustment was necessary for the initial effect of adopting SFAS 115 at June 1, 1994.
Inventories
Inventories are stated at the lower of cost or market. Cost is computed on the first-in, first-out method. The opening and closing inventories used in computing cost of sales are as follows:
Date Amount
May 31, 1994 $4,251,253 May 31, 1995 4,554,846 May 31, 1996 4,772,372
Property, Plant and Equipment
Property, plant and equipment are stated at cost. For financial reporting purposes, depreciation and amortization have been provided principally on the straight-line method over the estimated useful lives of the respective assets. Accelerated methods are used for tax purposes.
Expenditures for maintenance and repairs are charged to operations as incurred; expenditures for renewals and betterments are capitalized and written off by depreciation and amortization charges. Property retired or sold is removed from the asset and related accumulated depreciation accounts and any profit or loss resulting therefrom is reflected in the statements of income.
Employee Benefit and Stock Options Plans
The Company has trusteed "Qualified Profit-Sharing Plans." The plans are "Non-Formula" plans and the annual contributions to the plans are determined by the applicable Board of Directors. The profit-sharing expenses for the years ended May 31, 1996, 1995 and 1994 were $518,597, $518,663 and $522,803, respectively.
The Company has an Employee Stock Ownership Plan that covers all full-time employees. The annual contributions to the plan are amounts determined by the Boards of Directors of the Company. Annual contributions are made in cash or common stock of the Company. The Employee Stock Ownership Plan expenses for the years ended May 31, 1996, 1995 and 1994 were $53,809, $103,823 and $104,671, respectively. Each participant's account is credited with an allocation of shares acquired with the Company's annual contributions, dividends receivedon ESOP shares and forfeitures of terminated participant's nonvested accounts.
The contributions to the Profit-Sharing Plans and the Employee Stock Ownership Plan may not exceed fifteen percent of the total compensation of all participating employees. The Company expects to continue these plans indefinitely; however, the rights to modify, amend or terminate the plans have been reserved.
The Company has a salary continuation plan with certain of its key officers whereby monthly benefits will be paid for a period of fifteen years following retirement. The Company is accruing the present value of such retirement benefits until the key officers reach normal retirement age.
In 1988, the Company's shareholders approved the "1988 Stock Option and Stock Appreciation Rights Plan" for certain employees of the Company. The plan provides that non-qualified stock options and stock appreciation rights may be granted to key employees for up to 400,000 shares of the Company's common stock. The options and stock appreciation rights are exercisable three years after date of grant. The option price may be less than, equal to or greater than the fair market value of the stock on the date of grant. Each stock appreciation right entitles the option holder, upon exercise of the related stock option, to receive from the Company the amount of the appreciation in the underlying common stock as determined by the excess of the fair market value of a share of common stock on the exercise date of the related stock option over the option price. The options and stock appreciation rights granted, if not exercised, will expire three months from the date they are exercisable. As of May 31, 1996, options and stock appreciation rights had been granted for 145,000 shares (net of 13,000 shares forfeited) at an option price of $6 per share and for 79,500 shares (net of 6,000 shares forfeited) at an option price of $5 per share. 36,500 shares were exercised at $5 per share during the fiscal years ended May 31, 1995. There were no stock options and stock appreciation rights outstanding at May 31, 1996 and 1995. The plan expires July 6, 2002, except as to options and stock appreciation rights outstanding on that date; however, the rights to amend, suspend or terminate the plan have been reserved.
Income Taxes
Deferred income taxes are recorded on the differences between the tax bases of assets and liabilities and the amounts at which they are reported in the consolidated financial statements. Recorded amounts are adjusted to reflect changes in income tax rates and other tax law provisions as they become enacted.
Net Income Per Share
Net income per share computations are based on the weighted average number of shares outstanding of 12,243,283 in 1996; 12,376,769 in 1995 and 12,540,809 in 1994. Stock options were not included in these computations as their effect was not material.
Postretirement Benefits Other than Pensions
In December 1990, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions." The standard requires employers to account for retiree benefit obligations (principally for health care) on an accrual basis (rather than on a "pay-as-you-go" basis) for fiscal years beginning after December 15, 1992, although recognition in an earlier year was permitted. The Company adopted the standard on June 1, 1993; however, the implementation of the standard did not have a material impact on the financial statements of the Company.
Disclosures About Fair Value of Financial Instruments
In fiscal 1996, the Company adopted Statement of Financial Accounting Standards No. 107, Disclosures about Fair Value of Financial Instruments (SFAS 107), which requires companies to disclose fair value information about certain financial instruments. SFAS No. 107 defines fair value as the quoted market prices for those instruments that are actively traded in financial markets. In cases where quoted market prices are not available, fair values are estimated using present value or other valuation techniques. The fair value estimates are made at a specific point in time, based on available market information and judgments about the financial instrument, such as estimates of timing and amount of expected future cash flows. Such estimates do not reflect any premium or discount that could result from offering for sale at one time the Company's entire holdings of a particular financial instrument, nor do they consider the tax impact of the realization of unrealized gains or losses. In many cases, the fair value estimates cannot be substantiated by comparison to independent markets, nor can the disclosed value be realized in immediate settlement of the instrument.
The carrying amounts for cash and cash equivalents approximate fair value because of the short maturity, generally less than three months, of these instruments.
The fair values of investment securities have been determined using values supplied by independent pricing services and are disclosed together with carrying amounts in Note 2.
The carrying value of the Company's long-term liabilities approximates fair value because present value is used in accruing this liability.
The Company does not hold or issue financial instruments for trading purposes and has no involvement with forward currency exchange contracts.
Postemployment Benefits
In November 1992, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 112, "Employers' Accounting for Postemployment Benefits." The standard requires employers to accrue, for fiscal years beginning after December 15, 1993 with earlier adoption permitted, for benefits provided to former or inactive employees after employment but prior to retirement. The Company adopted the standard in fiscal 1995; however, the implementation of the standard did not have a material impact on the financial statements of the Company.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
NOTE 2 -- INVESTMENT SECURITIES
The amortized cost, gross unrealized gains and losses and fair value of the investment securities available-for-sale are as follows:
Maturities of investment securities classified as available-for-sale at May 31, 1996 by contractual maturity are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to recall or prepay obligations with or without call or prepayment penalties.
Proceeds from sales of investment securities available-for-sale during fiscal 1996 and 1995 were $19,076,530 and $85,497,783, respectively. Gross gains of $31,193 and gross losses of $44,399 for fiscal 1996 and 1995, respectively, were realized on those sales.
NOTE 3 -- LONG-TERM LIABILITIES
Long-term liabilities consisted of salary continuation benefits accrued under the Company's salary continuation plan in the amounts of $823,227 and $598,922 at May 31, 1996 and 1995, respectively.
Aggregate annual maturities of long-term liabilities within each of the next five fiscal years following May 31, 1996 are as follows: 1997 through 2001, $-0-.
NOTE 4 -- INCOME TAXES
The effective tax rate for continuing operations differs from the expected tax using statutory rates. A reconciliation between the expected tax and the actual income tax expense follows:
The tax effects of temporary differences that result in deferred tax liabilities are as follows:
The income tax effects of changes in temporary differences are as follows:
NOTE 5 -- COMMITMENTS AND CONTINGENCIES
Rental expenses were $541,744 in 1996, $540,284 in 1995 and $515,256 in 1994. At May 31, 1996, the Company was obligated under certain leases (which have not been capitalized) for buildings, office space and equipment. The following amounts represent future payment commitments under these leases:
Years Ending Buildings and May 31, Office Space Equipment Total
1997 $14,000 $223,000 $237,000 1998 -- 136,000 136,000 1999 -- 41,000 41,000
One of the subsidiaries leases equipment from a company which is principally owned by a major shareholder of Golden Enterprises, Inc. The terms of these leases are equal to or better than those available from unaffiliated third parties.
The Company had investment securities with a fair value of $2,300,937 and $2,105,901 pledged to its insurance carrier to support the Company's commercial self-insurance program at May 31, 1996 and 1995, respectively.
NOTE 6 -- CONCENTRATIONS OF CREDIT RISK
The Company's financial instruments that are exposed to concentrations of credit risk consist primarily of cash equivalents and trade receivables.
The Company maintains its cash accounts primarily with banks located in Alabama. The total cash balances are insured by the F.D.I.C. up to $100,000 per bank. The Company had cash balances on deposit with two Alabama banks at May 31, 1996 that exceeded the balance insured by the F.D.I.C. in the amount of $1,174,911.
The Company's trade receivables result primarily from its snack food operations and reflect a broad customer base, primarily large grocery chains located in the southeastern United States. The Company routinely assesses the financial strength of its customers. As a consequence, concentrations of credit risk are limited.
NOTE 7 -- QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The following is a summary of the unaudited quarterly results of operations of the years ended May 31, 1996, 1995 and 1994:
NOTE 8 -- SUPPLEMENTARY STATEMENT OF INCOME INFORMATION
The following tabulation gives certain supplementary statement of income information for continuing operations for the years ended May 31, 1996, 1995 and 1994:
Amounts for depreciation and amortization of intangible assets, royalties, other taxes, rents and research and development costs are not presented because each of such amounts is less than 1% of total revenues.
ITEM 9.
ITEM 9. -- CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not Applicable.
PART III
ITEM 10.
ITEM 10. -- DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
ITEM 11.
ITEM 11. -- EXECUTIVE COMPENSATION
ITEM 12.
ITEM 12. -- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
ITEM 13.
ITEM 13. -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
With the exception of a description of Executive Officers of The Registrant which appears on page 5 herein, Part III is omitted because prior to September 28, 1996, the Company will file a definitive Proxy Statement with the Securities and Exchange Commission pursuant to Regulation 14A which involves the election of directors.
PART IV
ITEM 14.
ITEM 14. -- EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. and 2. LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statements of Golden Enterprises, Inc. and subsidiary required to be included in Item 8 are listed below:
Consolidated Balance Sheets -- May 31, 1996 and 1995
Consolidated Statements of Income -- Years ended May 31, 1996, 1995 and 1994
Consolidated Statements of Changes in Stockholders' Equity -- Years ended May 31, 1996, 1995 and 1994
Consolidated Statements of Cash Flows -- Years ended May 31, 1996, 1995 and 1994
Notes to Consolidated Financial Statements
The following consolidated financial statements schedule is included in Item 14(d):
Schedule II -- Valuation and Qualifying Accounts
All other schedules are omitted because the information required therein is not applicable, or the information is given in the financial statements and notes thereto.
3. Exhibits:
None
(b) Report on Form 8-K -- The Registrant did not file a Form 8-K report during the last quarter of the period covered by this report.
(c) Exhibits. See (a)3. above.
(d) Financial Statement Schedules. The response to this portion of Item 14, is submitted under Item 14.(a) 1. and 2. above.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GOLDEN ENTERPRISES, INC.
By /s/ John H. Shannon August 26, 1996 John H. Shannon Date Vice President, Principal Financial Officer and Controller
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
Signature Title Date
/s/ John S. Stein Chairman of the Board, August 26, 1996 John S. Stein President, Chief Executive Officer and Director
/s/ John H. Shannon Vice President, Secretary, August 26, 1996 John H. Shannon Principal Financial Officer and Controller
/s/ F. Wayne Pate Director August 26, 1996 F. Wayne Pate
/s/ Edward R. Pascoe Director August 26, 1996 Edward R. Pascoe
/s/ John P. McKleroy, Jr. Director August 26, 1996 John P. McKleroy, Jr.
/s/ James I. Rotenstreich Director August 26, 1996 James I. Rotenstreich
/s/ John S. P. Samford Director August 26, 1996 John S. P. Samford
/s/ D. Paul Jones, Jr. Director August 26, 1996 D. Paul Jones, Jr.
/s/ J. Wallace Nall, Jr. Director August 26, 1996 J. Wallace Nall, Jr.
/s/ Joann F. Bashinsky Director August 26, 1996 Joann F. Bashinsky