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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Golden Enterprises, Inc. (MM) | NASDAQ:GLDC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 11.996 | 11.60 | 12.34 | 0 | 01:00:00 |
(X)
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
( )
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
Title Of Class | Name of exchange on which registered |
Common Stock, Par Value $0.662/3 |
NASDAQ Stock Market, LLC
|
Class
Common Stock, Par Value $0.662/3
|
Outstanding at July 31, 2014
11,732,632 shares
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38
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Name and Age | Position and Offices with Management |
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Mark W. McCutcheon, 59
|
Mr. McCutcheon is Chairman of the Board, Chief Executive Officer and President of the Company and President of Golden Flake. He was elected Chairman of the Board on July 22, 2010, President and Chief Executive Officer of the Company on April 4, 2001 and President of Golden Flake on November 1, 1998. He has been employed by Golden Flake or the Company since 1980. Mr. McCutcheon is elected to his positions on an annual basis and his present terms of office will expire on May 29, 2015.
|
Patty Townsend, 56
|
Ms. Townsend is Chief Financial Officer, Vice President and Secretary of the Company. She was initially elected Chief Financial Officer, Vice-President and Secretary of the Company on March 1, 2004. She has been employed with the Company since 1988. Ms. Townsend is elected to her positions on an annual basis, and her present terms of office will expire on May 29, 2015.
|
Paul R. Bates, 60
|
Mr. Bates is Executive Vice-President of Sales, Marketing and Transportation for Golden Flake. He has held these positions since October 26, 1998. Mr. Bates was Vice-President of Sales from October 1, 1994 to 1998. Mr. Bates has been employed by Golden Flake since March 1979. Mr. Bates is elected to his positions on an annual basis, and his present terms of office will expire on May 29, 2015.
|
David A. Jones, 62
|
Mr. Jones is Executive Vice-President of Operations, Human Resources and Quality Control for Golden Flake. He has held these positions since May 20, 2002. Mr. Jones was Vice-President of Manufacturing from 1998 to 2002 and Vice-President of Operations from 2000 to 2002. Mr. Jones has been employed by Golden Flake since 1984. Mr. Jones is elected to his positions on an annual basis, and his present terms of office will expire on May 29, 2015.
|
Market Price | ||||||||||||
High
|
Low
|
Dividend
|
||||||||||
Quarter
Year Ended 2014
|
Price
|
Price
|
Paid
Per share
|
|||||||||
First quarter (13 weeks ended August 30, 2013)
|
$ | 3.67 | $ | 3.36 | $ | .0313 | ||||||
Second quarter (13 weeks ended November 29, 2013)
|
4.36 | 3.46 | .0313 | |||||||||
Third quarter (13 weeks ended February 28, 2014)
|
4.30 | 3.85 | .0313 | |||||||||
Fourth quarter (13 weeks ended May 30, 2014)
|
4.90 | 4.10 | .0313 | |||||||||
High
|
Low
|
Dividend
|
||||||||||
Quarter
Year Ended 2013
|
Price
|
Price
|
Paid
Per share
|
|||||||||
First quarter (13 weeks ended August 31, 2012)
|
$ | 3.54 | $ | 3.32 | $ | .0313 | ||||||
Second quarter (13 weeks ended November 30, 2012)
|
3.50 | 3.16 | .0313 | |||||||||
Third quarter (13 weeks ended March 1, 2013)
|
3.61 | 3.25 | .0313 | |||||||||
Fourth quarter (13 weeks ended May 31, 2013)
|
3.64 | 3.37 | .0313 |
Manufactured Products-Resale Products
|
||||||||||||||||
2014
|
2013
|
|||||||||||||||
Sales
|
%
|
%
|
||||||||||||||
Manufactured Products
|
$ | 110,130,309 | 81.0 | % | $ | 108,848,686 | 79.3 | % | ||||||||
Resale Products
|
25,766,586 | 19.0 | % | 28,496,030 | 20.7 | % | ||||||||||
Total
|
$ | 135,896,895 | 100.0 | % | $ | 137,344,716 | 100.0 | % | ||||||||
Gross Margin
|
%
|
%
|
||||||||||||||
Manufactured Products
|
$ | 55,489,556 | 50.4 | % | $ | 54,727,249 | 50.3 | % | ||||||||
Resale Products
|
10,742,719 | 41.7 | % | 11,830,040 | 41.5 | % | ||||||||||
Total
|
$ | 66,232,275 | 48.7 | % | $ | 66,557,289 | 48.5 | % |
Consolidated Balance Sheets
|
- As of May 30, 2014 and May 31, 2013
|
Consolidated Statements of Income
|
- May 30, 2014 and May 31, 2013
|
Consolidated Statements of Changes in Stockholders’ Equity
|
- May 30, 2014 and May 31, 2013
|
Consolidated Statements of Cash Flows
|
- May 30, 2014 and May 31, 2013
|
Notes to Consolidated Financial Statements
|
- May 30, 2014 and May 31, 2013
|
DUDLEY, HOPTON-JONES, SIMS & FREEMAN PLLP
|
|
Birmingham, Alabama
August 7, 2014
|
ASSETS
|
||||||||
2014
|
2013
|
|||||||
CURRENT ASSETS
|
||||||||
Cash and cash equivalents
|
$ | 1,160,630 | $ | 757,111 | ||||
Receivables:
|
||||||||
Trade accounts
|
11,333,609 | 10,363,221 | ||||||
Other
|
77,415 | 166,485 | ||||||
11,411,024 | 10,529,706 | |||||||
Less: Allowance for doubtful accounts
|
70,000 | 70,000 | ||||||
11,341,024 | 10,459,706 | |||||||
Inventories:
|
||||||||
Raw materials
|
2,123,313 | 1,872,541 | ||||||
Finished goods
|
3,536,326 | 3,083,272 | ||||||
5,659,639 | 4,955,813 | |||||||
Prepaid expenses
|
1,277,861 | 1,554,737 | ||||||
Deferred income taxes
|
559,672 | 596,267 | ||||||
Total current assets
|
19,998,826 | 18,323,634 | ||||||
PROPERTY, PLANT AND EQUIPMENT
|
||||||||
Land
|
2,769,499 | 2,769,499 | ||||||
Buildings
|
18,804,228 | 18,793,928 | ||||||
Machinery and equipment
|
66,295,760 | 64,749,661 | ||||||
Transportation equipment
|
7,304,711 | 6,709,355 | ||||||
95,174,198 | 93,022,443 | |||||||
Less: Accumulated depreciation
|
69,502,854 | 65,927,389 | ||||||
25,671,344 | 27,095,054 | |||||||
OTHER ASSETS
|
||||||||
Cash surrender value of life insurance
|
602,353 | 695,761 | ||||||
Other
|
1,207,743 | 1,642,030 | ||||||
Total other assets
|
1,810,096 | 2,337,791 | ||||||
TOTAL
|
$ | 47,480,266 | $ | 47,756,479 |
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
2014
|
2013
|
|||||||
CURRENT LIABILITIES
|
||||||||
Checks outstanding in excess of bank balances
|
$ | 1,971,076 | $ | 1,442,915 | ||||
Accounts payable
|
3,719,102 | 4,809,066 | ||||||
Current portion of long-term debt
|
369,979 | 392,850 | ||||||
Line of credit outstanding
|
2,528,511 | 1,725,289 | ||||||
Accrued income tax
|
378,659 | 53,475 | ||||||
Other accrued expenses
|
5,953,171 | 5,427,017 | ||||||
Salary continuation plan
|
212,970 | 196,649 | ||||||
Total current liabilities
|
15,133,468 | 14,047,261 | ||||||
LONG-TERM LIABILITIES
|
||||||||
Note payable-bank, non-current
|
4,944,233 | 5,314,213 | ||||||
Salary continuation plan
|
920,184 | 1,032,810 | ||||||
Deferred income taxes
|
2,969,389 | 3,304,451 | ||||||
Total long-term liabilities
|
8,833,806 | 9,651,474 | ||||||
STOCKHOLDERS' EQUITY
|
||||||||
Common stock - $.66 2/3 par value:
|
||||||||
Authorized 35,000,000 shares;
|
||||||||
issued 13,828,793 shares
|
9,219,195 | 9,219,195 | ||||||
Additional paid-in capital
|
6,497,954 | 6,497,954 | ||||||
Retained earnings
|
18,728,462 | 19,273,214 | ||||||
Treasury shares -at cost (2,096,161 shares)
|
(10,932,619 | ) | (10,932,619 | ) | ||||
Total stockholders' equity
|
23,512,992 | 24,057,744 | ||||||
TOTAL
|
$ | 47,480,266 | $ | 47,756,479 |
2014
|
2013
|
|||||||
Net sales
|
$ | 135,896,895 | $ | 137,344,716 | ||||
Cost of sales
|
69,664,620 | 70,787,427 | ||||||
Gross margin
|
66,232,275 | 66,557,289 | ||||||
Selling, general and administrative expenses
|
63,396,380 | 64,233,593 | ||||||
Restructuring charges
|
1,026,980 | - | ||||||
Operating income
|
1,808,915 | 2,323,696 | ||||||
Other (expenses) income:
|
||||||||
Gain on sale of assets
|
22,693 | 61,040 | ||||||
Interest expense
|
(336,592 | ) | (311,098 | ) | ||||
Other income
|
98,872 | 102,917 | ||||||
Total other (expenses) income
|
(215,027 | ) | (147,141 | ) | ||||
Income before income taxes
|
1,593,888 | 2,176,555 | ||||||
Provision for income taxes
|
672,059 | 1,042,518 | ||||||
Net income
|
$ | 921,829 | $ | 1,134,037 | ||||
PER SHARE OF COMMON STOCK
|
||||||||
Basic earnings
|
$ | 0.08 | $ | 0.10 |
Additional
|
Total
|
|||||||||||||||||||
Common
|
Paid-in
|
Retained
|
Treasury
|
Stockholders'
|
||||||||||||||||
Stock
|
Capital
|
Earnings
|
Shares
|
Equity
|
||||||||||||||||
Balance - June 1, 2012
|
$ | 9,219,195 | $ | 6,497,954 | $ | 19,607,056 | $ | (10,925,759 | ) | $ | 24,398,446 | |||||||||
Net income - 2013
|
- | - | 1,134,037 | - | 1,134,037 | |||||||||||||||
Cash dividends paid
|
- | - | (1,467,879 | ) | - | (1,467,879 | ) | |||||||||||||
Treasury shares purchased
|
- | - | - | (6,860 | ) | (6,860 | ) | |||||||||||||
Balance - May 31, 2013
|
9,219,195 | 6,497,954 | 19,273,214 | (10,932,619 | ) | 24,057,744 | ||||||||||||||
Net income - 2014
|
- | - | 921,829 | - | 921,829 | |||||||||||||||
Cash dividends paid
|
- | - | (1,466,581 | ) | - | (1,466,581 | ) | |||||||||||||
Balance - May 30, 2014
|
$ | 9,219,195 | $ | 6,497,954 | $ | 18,728,462 | $ | (10,932,619 | ) | $ | 23,512,992 |
2014
|
2013
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Cash received from customers
|
$ | 135,015,577 | $ | 137,451,083 | ||||
Interest income
|
1,956 | 2,007 | ||||||
Rental income
|
29,783 | 48,222 | ||||||
Other operating cash payments/receipts
|
67,133 | 52,688 | ||||||
Cash paid to suppliers and employees for cost of goods sold
|
(68,774,050 | ) | (69,214,257 | ) | ||||
Cash paid for suppliers and employees for selling, general and
|
||||||||
administrative
|
(62,094,737 | ) | (62,306,528 | ) | ||||
Income taxes
|
(645,342 | ) | (1,115,088 | ) | ||||
Interest expense
|
(336,592 | ) | (311,098 | ) | ||||
Net cash provided by operating activities
|
3,263,728 | 4,607,029 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Purchase of property, plant and equipment
|
(2,380,287 | ) | (4,149,678 | ) | ||||
Proceeds from sale of property, plant and equipment
|
48,125 | 74,514 | ||||||
Net cash used in investing activities
|
(2,332,162 | ) | (4,075,164 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Debt proceeds
|
35,726,909 | 38,361,199 | ||||||
Debt repayments
|
(35,316,537 | ) | (38,287,529 | ) | ||||
Change in checks outstanding in excess of bank
|
||||||||
balances
|
528,162 | (267,501 | ) | |||||
Purchases of treasury shares
|
- | (6,860 | ) | |||||
Cash dividends paid
|
(1,466,581 | ) | (1,467,879 | ) | ||||
Net cash (used in) financing activities
|
(528,047 | ) | (1,668,570 | ) | ||||
NET INCREASE (DECREASE) IN CASH AND
|
||||||||
CASH EQUIVALENTS
|
403,519 | (1,136,705 | ) | |||||
CASH AND CASH EQUIVALENTS AT
|
||||||||
BEGINNING OF YEAR
|
757,111 | 1,893,816 | ||||||
CASH AND CASH EQUIVALENTS AT
|
||||||||
END OF YEAR
|
$ | 1,160,630 | $ | 757,111 |
2014
|
2013
|
|||||||
Net income
|
$ | 921,829 | $ | 1,134,037 | ||||
Adjustment to reconcile net income to net cash provided
|
||||||||
by operating activities:
|
||||||||
Depreciation
|
3,778,563 | 3,538,740 | ||||||
Deferred income taxes
|
(298,467 | ) | (185,939 | ) | ||||
Gain on sale of property and equipment
|
(22,693 | ) | (61,040 | ) | ||||
Change in receivables-net
|
(881,318 | ) | 106,367 | |||||
Change in inventories
|
(703,826 | ) | 200,985 | |||||
Change in prepaid expenses
|
276,876 | 200,137 | ||||||
Change in cash surrender value of insurance
|
93,408 | 62,906 | ||||||
Change in other assets - other
|
434,287 | (191,298 | ) | |||||
Change in accounts payable
|
(1,089,964 | ) | (1,216,399 | ) | ||||
Change in accrued expenses
|
526,154 | 954,938 | ||||||
Change in salary continuation plan
|
(96,305 | ) | (49,774 | ) | ||||
Change in accrued income taxes
|
325,184 | 113,369 | ||||||
Net cash provided by operating activities
|
$ | 3,263,728 | $ | 4,607,029 |
2014
|
2013
|
|||||||
Truck shop supplies
|
$ | 351,985 | $ | 445,504 | ||||
Insurance deposit
|
58,548 | 82,959 | ||||||
Prepaid marketplace spending
|
274,571 | 212,026 | ||||||
Prepaid insurance
|
274,389 | 257,757 | ||||||
Prepaid taxes and licenses
|
88,858 | 59,203 | ||||||
Prepaid dues and supplies
|
7,742 | 413,100 | ||||||
Other prepaid
|
221,768 | 84,188 | ||||||
$ | 1,277,861 | $ | 1,554,737 |
2014
|
2013
|
|||||||
Accrued payroll
|
$ | 956,839 | $ | 463,967 | ||||
Self insurance liability
|
1,349,181 | 1,315,853 | ||||||
Accrued vacation
|
1,465,871 | 1,419,726 | ||||||
Other accrued expenses
|
2,181,280 | 2,227,471 | ||||||
$ | 5,953,171 | $ | 5,427,017 |
In March 2009, the Company established a construction line of credit with interest-only payments due through the end of the construction period at a fixed rate of 4.25%. In September 2009, the loan converted to a 10-year, 4.25% fixed rate equipment note, payable in equal monthly installments based on the final amount drawn during the construction period which was $4,000,000. In March 2011, the loan was modified by taking the remaining balance of $3,532,700 and adding another $2,900,000 to finance the implementation of a new Enterprise Resource Planning system. At that time, the interest rate on the loan was adjusted to 3.52% and the terms were re-established at 15 years for the new amount of the loan.
|
||||||||
2014
|
2013
|
|||||||
Total equipment note payable
|
$ | 5,314,212 | $ | 5,671,240 | ||||
Less: current portion
|
(369,979 | ) | (357,027 | ) | ||||
Total non current portion
|
$ | 4,944,233 | $ | 5,314,213 | ||||
In January 2010, the Company transferred an existing operating lease from one provider to another. Included in the new lease agreement were 5 transport vehicles that were added as a capital lease. The capital portion of the lease is for a term of 4 years at an annual interest rate of 3.69%.
|
||||||||
2014 | 2013 | |||||||
Total capital lease
|
$ | - | $ | 35,823 | ||||
Less: current portion
|
- | (35,823 | ) | |||||
Total non current portion
|
$ | - | $ | - | ||||
2014 | 2013 | |||||||
Total note payable and capital lease
|
$ | 5,314,212 | $ | 5,707,063 | ||||
Less: current portion
|
(369,979 | ) | (392,850 | ) | ||||
Total non current portion
|
$ | 4,944,233 | $ | 5,314,213 |
2014
|
2013
|
|||||||
Salary continuation plan
|
$ | 1,133,154 | $ | 1,229,459 | ||||
Less: current portion
|
(212,970 | ) | (196,649 | ) | ||||
Total non current portion
|
$ | 920,184 | $ | 1,032,810 |
2014
|
2013
|
|||||||
Current:
|
||||||||
Federal
|
$ | 786,126 | $ | 992,003 | ||||
State
|
184,400 | 236,454 | ||||||
970,526 | 1,228,457 | |||||||
Deferred:
|
||||||||
Federal
|
(241,758 | ) | (150,610 | ) | ||||
State
|
(56,709 | ) | (35,329 | ) | ||||
(298,467 | ) | (185,939 | ) | |||||
Total
|
$ | 672,059 | $ | 1,042,518 |
2014
|
2013
|
|||||||
Tax on income at statutory rates
|
$ | 541,921 | $ | 740,028 | ||||
Increase resulting from:
|
||||||||
State income taxes, less Federal income tax effect
|
121,704 | 156,060 | ||||||
Other - net
|
8,434 | 146,430 | ||||||
Total
|
$ | 672,059 | $ | 1,042,518 |
2014
|
2013
|
|||||||
Deferred tax assets
|
||||||||
Salary continuation plan
|
$ | 430,599 | $ | 467,194 | ||||
Accrued vacation
|
557,032 | 539,495 | ||||||
Inventory capitalization
|
96,923 | 65,515 | ||||||
Allowance for doubtful accounts
|
26,600 | 26,600 | ||||||
Other accrued expenses
|
284,350 | 141,511 | ||||||
Gross deferred tax assets before valuation allowance
|
1,395,504 | 1,240,315 | ||||||
Less valuation allowance
|
- | - | ||||||
Total deferred tax assets
|
1,395,504 | 1,240,315 | ||||||
Deferred tax liabilities
|
||||||||
Property and equipment
|
3,700,884 | 3,867,929 | ||||||
Prepaid expenses
|
104,337 | 80,570 | ||||||
Total deferred tax liabilities
|
3,805,221 | 3,948,499 | ||||||
Net deferred tax liability
|
$ | 2,409,717 | $ | 2,708,184 |
2014
|
2013
|
|||||||
Accrued salary continuation plan - beginning of year
|
$ | 1,229,459 | $ | 1,279,233 | ||||
Benefits accrued
|
143,695 | 131,804 | ||||||
Benefits paid
|
(240,000 | ) | (181,578 | ) | ||||
Accrued salary continuation plan - end of year
|
$ | 1,133,154 | $ | 1,229,459 |
2015
|
480,301 | |||
2016
|
185,058 | |||
2017
|
70,075 | |||
2018
|
- | |||
2019
|
- |
2014
|
2013
|
|||||||
Maintenance and repairs
|
$ | 6,909,152 | $ | 6,163,701 | ||||
Depreciation
|
3,778,563 | 3,538,740 | ||||||
Payroll taxes
|
2,204,506 | 2,316,893 |
Restructuring accrual – December 1, 2013
|
$ | 1,026,980 | ||
Cash payments
|
(535,640 | ) | ||
Restructuring accrual – May 30, 2014
|
$ | 491,340 |
(a) 3.
|
Exhibits
|
(3)
|
Articles of Incorporation and By-laws of Golden Enterprises, Inc.
|
3.1
|
Certificate of Incorporation of Golden Enterprises, Inc. (originally known as “Golden Flake, Inc.”) dated December 11, 1967 (incorporated by reference to Exhibit 3.1 to Golden Enterprises, Inc. May 31, 2004 Form 10-K filed with the Commission).
|
3.2
|
Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated December 22, 1976 (incorporated by reference to Exhibit 3.2 to Golden Enterprises, Inc. May 31, 2004 Form 10-K filed with the Commission).
|
3.3
|
Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated October 2, 1978 (incorporated by reference to Exhibit 3 to Golden Enterprises, Inc. May 31, 1979 Form 10-K filed with the Commission).
|
3.4
|
Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated October 4, 1979 (incorporated by reference to Exhibit 3 to Golden Enterprises, Inc. May 31, 1980 Form 10-K filed with the Commission).
|
3.5
|
Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated September 24, 1982 (incorporated by reference to Exhibit 3.1 to Golden Enterprises, Inc. May 31, 1983 Form 10-K filed with the Commission).
|
3.6
|
Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated September 22, 1983 (incorporated by reference to Exhibit 19.1 to Golden Enterprises, Inc. Form 10-Q Report for the quarter ended November 30, 1983 filed with the Commission).
|
3.7
|
Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated October 3, 1985 (incorporated by reference to Exhibit 19.1 to Golden Enterprises, Inc. Form 10-Q Report for the quarter ended November 30, 1985 filed with the Commission).
|
3.8
|
Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated September 23, 1987 (incorporated by reference to Exhibit 3.1 to Golden Enterprises, Inc. May 31, 1988 Form 10-K filed with the Commission).
|
3.9
|
By-Laws of Golden Enterprises, Inc. (incorporated by reference to Exhibit 3.4 to Golden Enterprises, Inc. May 31, 1988 Form 10-K filed with the Commission).
|
(10)
|
Material Contracts
|
10.1
|
A Form of Indemnity Agreement executed by and between Golden Enterprises, Inc. and Each of Its Directors (incorporated by reference as Exhibit 19.1 to Golden Enterprises, Inc. Form 10-Q Report for the quarter ended November 30, 1987 filed with the Commission).
|
10.2
|
Amended and Restated Salary Continuation Plans for John S. Stein (incorporated by reference to Exhibit 19.1 to Golden Enterprises, Inc. May 31, 1990 Form 10-K filed with the Commission).
|
10.3
|
Indemnity Agreement executed by and between the Company and J. Wallace Nall, Jr. (incorporated by reference as Exhibit 19.4 to Golden Enterprises, Inc. May 31, 1991 Form 10-K filed with the Commission).
|
10.4
|
Salary Continuation Plans - Retirement, Disability and Death Benefits for F. Wayne Pate (incorporated by reference to Exhibit 19.1 to Golden Enterprises, Inc. May 31, 1992 Form 10-K filed with the Commission).
|
10.5
|
Indemnity Agreement executed by and between the Registrant and F. Wayne Pate (incorporated by reference as Exhibit 19.3 to Golden Enterprises, Inc. May 31, 1992 Form 10-K filed with the Commission).
|
10.9
|
Amendment to Salary Continuation Plans, Retirement and Disability for F. Wayne Pate dated April 9, 2002 (incorporated by reference to Exhibit 10.2 to Golden Enterprises, Inc. May 31, 2002 Form 10-K filed with the Commission).
|
10.10
|
Amendment to Salary Continuation Plans, Retirement and Disability for John S. Stein dated April 9, 2002 (incorporated by reference to Exhibit 10.3 to Golden Enterprises, Inc. May 31, 2002 Form 10-K filed with the Commission).
|
10.11
|
Amendment to Salary Continuation Plan, Death Benefits for John S. Stein dated April 9, 2002 (incorporated by reference to Exhibit 10.4 to Golden Enterprises, Inc. May 31, 2002 Form 10-K filed with the Commission).
|
10.12
|
Retirement and Consulting Agreement for John S. Stein dated April 9, 2002 (incorporated by reference to Exhibit 10.5 to Golden Enterprises, Inc. May 31, 2002 Form 10-K filed with the Commission).
|
10.13
|
Salary Continuation Plan for Mark W. McCutcheon dated May 15, 2002 (incorporated by reference to Exhibit 10.6 to Golden Enterprises, Inc. May 31, 2002 Form 10-K filed with the Commission).
|
10.14
|
Trust Under Salary Continuation Plan for Mark W. McCutcheon dated May 15, 2002 (incorporated by reference to Exhibit 10.7 to Golden Enterprises, Inc. May 31, 2002 Form 10-K filed with the Commission).
|
10.20
|
Amendment to Salary Continuation Plan for Mark W. McCutcheon dated December 30, 2008 (incorporated by reference to Exhibit 10.20 Golden Enterprises, Inc. February 27, 2009 Form 10-Q filed with the Commission).
|
10.24
|
A Form of Indemnity Agreement to be executed by and between Golden Enterprises, Inc. and the following directors: Mark W. McCutcheon, Joann F. Bashinsky, John S. Stein, III, William B. Morton, Jr., Paul R. Bates and David A. Jones (incorporated by reference to Exhibit 10.24 to Golden Enterprises, Inc. January 13, 2011 Form 10-Q filed with the Commission).
|
10.26 |
A Purchase Agreement was executed by and between Golden Flake Snack Foods, Inc. as Seller, and Redwine Property Management, Inc. as Purchaser, with a transfer date of July 25, 2014, for the sale of real property and improvements located thereon in Decatur, Georgia.
|
14.1
|
Golden Enterprises, Inc.’s Code of Conduct and Ethics adopted by the Board of Directors on April 8, 2004 (incorporated by reference to Exhibit 14.1 to Golden Enterprises, Inc. May 31, 2004 Form 10-K filed with the Commission).
|
(18)
|
Letter Re: Change in Accounting Principles
|
18.1
|
Letter from the Registrant’s Independent Accountant dated August 12, 2005 indicating a change in the method of applying accounting practices followed by the Registrant for the fiscal year ended June 3, 2005 (incorporated by reference to Exhibit 18.1 to Golden Enterprises, Inc.’s June 3, 2005 Form 10-K filed with the Commission)
|
21
|
Subsidiaries of the Registrant (incorporated by reference to Exhibit 21 to Golden Enterprises, Inc. May 31, 2004 Form 10-K filed with the Commission)
|
(31)
|
Certifications
|
31.1
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
(99)
|
Additional Exhibits
|
99.1
|
A copy of excerpts of the Last Will and Testament and Codicils thereto of Sloan Y. Bashinsky, Sr. and of the SYB Common Stock Trust created by Sloan Y. Bashinsky, Sr. providing for the creation of a Voting Committee to vote the shares of common stock of Golden Enterprises, Inc. held by SYB, Inc. and the Estate/Testamentary Trust of Sloan Y. Bashinsky, Sr. (incorporated by reference to Exhibit 99.1 to Golden Enterprises, Inc.’s June 3, 2005 Form 10-K filed with the Commission).
|
|
101.INS
|
XBRL Instance Document
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
By /s/Patty Townsend | August 15, 2014 |
Patty Townsend
Vice President, Secretary and Principal Financial Officer
|
Date |
Signature
|
Title
|
Date
|
||
/s/Mark W. McCutcheon
|
Chairman of the Board, Chief
|
August 15, 2014
|
||
Mark W. McCutcheon
|
Executive Officer, and President
|
|||
/s/Patty Townsend
|
Vice President, Secretary and
|
August 15, 2014
|
||
Patty Townsend
|
Principal Financial Officer
|
|||
/s/F. Wayne Pate
|
Director
|
August 15, 2014
|
||
F. Wayne Pate
|
||||
/s/Edward R. Pascoe
|
Director
|
August 15, 2014
|
||
Edward R. Pascoe
|
||||
/s/John P. McKleroy, Jr.
|
Director
|
August 15, 2014
|
||
John P. McKleroy, Jr.
|
||||
/s/John S.P. Samford
|
Director
|
August 15, 2014
|
||
John S.P. Samford
|
||||
/s/J. Wallace Nall, Jr.
|
Director
|
August 15, 2014
|
||
J. Wallace Nall, Jr.
|
||||
/s/Joann F. Bashinsky
|
Director
|
August 15, 2014
|
||
Joann F. Bashinsky
|
||||
/s/Paul R. Bates
|
Executive Vice-President
|
August 15, 2014
|
||
Paul R. Bates
|
and Director
|
|||
/s/David A. Jones
|
Executive Vice-President
|
August 15, 2014
|
||
David A. Jones
|
and Director
|
|||
/s/William B. Morton, Jr.
|
Director
|
August 15, 2014
|
||
William B. Morton, Jr.
|
||||
/s/John S. Stein III
|
Director
|
August 15, 2014
|
||
John S. Stein III
|
Additions
|
||||||||||||||||
Balance at
|
Charged to
|
Balance
|
||||||||||||||
Beginning
|
Costs and
|
at End
|
||||||||||||||
Allowance for Doubtful Accounts
|
of Year
|
Expenses
|
Deductions
|
of Year
|
||||||||||||
Year ended May 31, 2013
|
$ | 70,000 | $ | 0 | $ | 0 | $ | 70,000 | ||||||||
Year ended May 30, 2014
|
$ | 70,000 | $ | 0 | $ | 0 | $ | 70,000 | ||||||||
INDEX TO EXHIBITS
|
||
|
Page
|
|
3.1
|
Certificate of Incorporation of Golden Enterprises, Inc. (originally known as “Golden Flake, Inc.”) dated December 11, 1967 (incorporated by reference to Exhibit 3.1 to Golden Enterprises, Inc. May 31, 2004 Form 10-K filed with the Commission).
|
|
3.2
|
Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated December 22, 1976 (incorporated by reference to Exhibit 3.2 to Golden Enterprises, Inc. May 31, 2004 Form 10-K filed with the Commission).
|
|
3.3
|
Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated October 2, 1978 (incorporated by reference to Exhibit 3 to Golden Enterprises, Inc. May 31, 1979 Form 10-K filed with the Commission).
|
|
3.4
|
Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated October 4, 1979 (incorporated by reference to Exhibit 3 to Golden Enterprises, Inc. May 31, 1980 Form 10-K filed with the Commission).
|
|
3.5
|
Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated September 24, 1982 (incorporated by reference to Exhibit 3.1 to Golden Enterprises, Inc. May 31, 1983 Form 10-K filed with the Commission).
|
|
3.6
|
Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated September 22, 1983 (incorporated by reference to Exhibit 19.1 to Golden Enterprises, Inc. Form 10-Q Report for the quarter ended November 30, 1983 filed with the Commission).
|
|
3.7
|
Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated October 3, 1985 (incorporated by reference to Exhibit 19.1 to Golden Enterprises, Inc. Form 10-Q Report for the quarter ended November 30, 1985 filed with the Commission).
|
|
3.8
|
Certificate of Amendment of Certificate of Incorporation of Golden Enterprises, Inc. dated September 23, 1987 (incorporated by reference to Exhibit 3.1 to Golden Enterprises, Inc. May 31, 1988 Form 10-K filed with the Commission).
|
|
3.9
|
By-Laws of Golden Enterprises, Inc. (incorporated by reference to Exhibit 3.4 to Golden Enterprises, Inc. May 31, 1988 Form 10-K filed with the Commission).
|
|
(10)
|
Material Contracts
|
|
10.1
|
A Form of Indemnity Agreement executed by and between Golden Enterprises, Inc. and Each of Its Directors (incorporated by reference as Exhibit 19.1 to Golden Enterprises, Inc. Form 10-Q Report for the quarter ended November 30, 1987 filed with the Commission).
|
|
10.2
|
Amended and Restated Salary Continuation Plans for John S. Stein (incorporated by reference to Exhibit 19.1 to Golden Enterprises, Inc. May 31, 1990 Form 10-K filed with the Commission).
|
Page
|
||
10.3
|
Indemnity Agreement executed by and between the Company and J. Wallace Nall, Jr. (incorporated by reference as Exhibit 19.4 to Golden Enterprises, Inc. May 31, 1991 Form 10-K filed with the Commission).
|
|
10.4
|
Salary Continuation Plans - Retirement, Disability and Death Benefits for F. Wayne Pate (incorporated by reference to Exhibit 19.1 to Golden Enterprises, Inc. May 31, 1992 Form 10-K filed with the Commission).
|
|
10.5
|
Indemnity Agreement executed by and between the Registrant and F. Wayne Pate (incorporated by reference as Exhibit 19.3 to Golden Enterprises, Inc. May 31, 1992 Form 10-K filed with the Commission).
|
|
10.9
|
Amendment to Salary Continuation Plans, Retirement and Disability for F. Wayne Pate dated April 9, 2002 (incorporated by reference to Exhibit 10.2 to Golden Enterprises, Inc. May 31, 2002 Form 10-K filed with the Commission).
|
|
10.10
|
Amendment to Salary Continuation Plans, Retirement and Disability for John S. Stein dated April 9, 2002 (incorporated by reference to Exhibit 10.3 to Golden Enterprises, Inc. May 31, 2002 Form 10-K filed with the Commission).
|
|
10.11
|
Amendment to Salary Continuation Plan, Death Benefits for John S. Stein dated April 9, 2002 (incorporated by reference to Exhibit 10.4 to Golden Enterprises, Inc. May 31, 2002 Form 10-K filed with the Commission).
|
|
10.12
|
Retirement and Consulting Agreement for John S. Stein dated April 9, 2002 (incorporated by reference to Exhibit 10.5 to Golden Enterprises, Inc. May 31, 2002 Form 10-K filed with the Commission).
|
|
10.13
|
Salary Continuation Plan for Mark W. McCutcheon dated May 15, 2002 (incorporated by reference to Exhibit 10.6 to Golden Enterprises, Inc. May 31, 2002 Form 10-K filed with the Commission).
|
|
10.14
|
Trust Under Salary Continuation Plan for Mark W. McCutcheon dated May 15, 2002 (incorporated by reference to Exhibit 10.7 to Golden Enterprises, Inc. May 31, 2002 Form 10-K filed with the Commission).
|
|
10.20
|
Amendment to Salary Continuation Plan for Mark W. McCutcheon dated December 30, 2008 (incorporated by reference to Exhibit 10.20 Golden Enterprises, Inc. February 27, 2009 Form 10-Q filed with the Commission).
|
|
10.24
|
A Form of Indemnity Agreement to be executed by and between Golden Enterprises, Inc. and the following directors: Mark W. McCutcheon, Joann F. Bashinsky, John S. Stein, III, William B. Morton, Jr., Paul R. Bates and David A. Jones (incorporated by reference to Exhibit 10.24 to Golden Enterprises, Inc. January 13, 2011 Form 10-Q filed with the Commission)
|
|
10.26 | A Purchase Agreement was executed by and between Golden Flake Snack Foods, Inc. as Seller, and Redwine Property Management, Inc. as Purchaser, with a transfer date of July 25, 2014, for the sale of real property and improvements located thereon in Decatur, Georgia. |
14.1
|
Golden Enterprises, Inc.’s Code of Conduct and Ethics adopted by the Board of Directors on April 8, 2004 (incorporated by reference to Exhibit 14.1 Golden Enterprises, Inc. May 31, 2004 Form 10-K filed with the Commission).
|
|
(18)
|
Letter Re: Change in Accounting Principles
|
|
18.1
|
Letter from the Registrant’s Independent Accountant dated August 12, 2005 indicating a change in the method of applying accounting practices followed by the Registrant for the fiscal year ended June 3, 2005 (incorporated by reference to Exhibit 18.1 to Golden Enterprises, Inc.’s June 3, 2005 Form 10-K filed with the Commission).
|
|
21
|
Subsidiaries of the Registrant ( incorporated by reference to Exhibit 21 to Golden Enterprises, Inc. May 31, 2004 Form 10-K filed with the Commission) | |
(31)
|
Certifications
|
|
31.1
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32.1
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
32.2
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
(99)
|
Additional Exhibits
|
|
99.1
|
A copy of excerpts of the Last Will and Testament and Codicils thereto of Sloan Y. Bashinsky, Sr. and of the SYB Common Stock Trust created by Sloan Y. Bashinsky, Sr. providing for the creation of a Voting Committee to vote the shares of common stock of Golden Enterprises, Inc. held by SYB, Inc. and the Estate/Testamentary Trust of Sloan Y. Bashinsky, Sr. (incorporated by reference to Exhibit 99.1 to Golden Enterprises, Inc.’s June 3, 2005 Form 10-K filed with the Commission).
|
1)
|
PURCHASE PRICE: The purchase price for the Property is TWO HUNDRED FIFTY THOUSAND AND N0/100 dollars ($250,000.00). The Purchase Price, less the amount of the Deposit paid by Buyer, and subject to appropriate adjustments and prorations as hereinafter provided, shall be paid as follows:
|
2)
|
DEPOSIT:
|
|
Upon execution of the Agreement, Buyer shall deposit the sum of TEN THOUSAND AND NO/100 dollars ($10,000.00) in the form of a check (as referenced above) with:
|
|
__xxx__ Marcus & Millichap Real Estate Investment Services of Atlanta ("Agent")
|
|
This sum is a deposit ("Deposit") to be credited against the purchase price of the Property at closing or otherwise used as set forth in this Agreement and shall be held in trust in a separate account by Agent.
|
|
All notices, demands and instructions with respect to the Deposit must be in writing. In the event that conflicting demands are made or served, the Agent or Holder shall have the absolute right to withhold its performance with respect to the Deposit until it has received written notification satisfactory to the Agent or Holder of an agreement between the parties or by final judgment of the court as to the disposition of the Deposit. All parties to this agreement hereby jointly and severally promise and agree to fully compensate, indemnify and hold Agent or Holder harmless from all liabilities, attorney fees, and other arbitration and litigation costs arising from or related to Agent's or Holder's performance with respect to the Deposit. In the event of conflicting demands, the Agent or Holder may, at its option, institute a suit to determine who is entitled to said Deposit, and the cost of said action, including reasonable attorneys' fees and legal costs incurred by the Agent or Holder, shall be paid out of said Deposit.
|
3)
|
TITLE: Buyer shall cause an examination of title to the Property to be made, and a title insurance commitment to be issued by a title company of Buyer's choice (the "Title Company") on the Property. At Buyer's option and expense, Buyer shall cause an accurate survey to be made of the Property by a registered land surveyor of Buyer's choice. Within FIFTEEN (15) calendar days after the Effective Date of this Agreement, Buyer shall deliver a copy of the title commitment to Seller, together with a copy of any survey Buyer shall have prepared, accompanied by a letter to Seller in which Buyer shall either approve in writing any exceptions contained in said title report or specify in writing any exceptions to which Buyer reasonably objects. If Buyer objects to any exceptions, Seller shall, within TEN (10) calendar days after receipt of Buyer's objections, deliver to Buyer written notice that either (i) Seller will, at Seller's expense, attempt to remove the exception(s) to which Buyer has objected before the Closing Date or (ii) Seller is unwilling or unable to eliminate the exception(s). If Seller fails to so notify Buyer or is unwilling or unable to remove any such exception by the Closing Date, Buyer may elect to terminate this Agreement and receive back the entire Deposit, in which event Buyer and Seller shall have no further obligations under this Agreement; or, alternatively, Buyer may elect to purchase the Property subject to such exception(s).
|
|
Seller shall convey by general warranty deed to Buyer (or such other person as Buyer may specify) marketable fee simple title subject only to the exceptions approved by Buyer in accordance with this Agreement and shall execute and deposit the above instrument with Buyer's closing attorney within FIVE (5) days of the removal of contingencies. Title shall be insurable by a standard title insurance policy issued by a title insurance company licensed to do business in the State of Georgia.
|
4)
|
CLOSING: Closing shall be held on or before THIRTY (30) calendar days from the date this Agreement is agreed to by all parties hereto (the "Closing Date") at a time and place to be determined, and at the time designated by written notice to Buyer and Seller at least five days (5) prior to the Closing Date. At the Closing, Seller shall execute and deliver to Buyer a limited warranty deed subject to those exceptions permitted by this Agreement, and owner's affidavit, a I.R.C. Section 1445 non-foreign affidavit, an affidavit of seller's residence, and a broker's lien affidavit, all in form satisfactory to the Title Company to remove from Buyer's owner's title policy any exceptions for claims for labor and materials, unpaid federal and Georgia taxes arising from the sale, and unpaid real estate broker's commissions, and each party hereto shall execute and deliver such other documents necessary or appropriate to effect and complete the Closing.
|
|
Rents, real property taxes, premiums on insurance acceptable to Buyer, interest on any debt being assumed or taken subject to by Buyer, and any other expenses of the Property shall be prorated as of the Closing Date. Security deposits, advance rentals, and the amount of any future lease credits shall be credited to Buyer at Closing. If the State or Local municipality requires payment of an intangible tax at closing, Buyer shall pay any and all associated costs. The amount of any assessment which is a lien and not customarily paid with real property taxes shall be (select one “X”) paid by the Seller.
|
5)
|
FINANCING CONTINGENCIES:
|
5a.
|
NEW FIRST LOAN
|
5b.
|
NEW SECOND LOAN
|
5c.
|
SHORTFALL CLAUSE
|
5d.
|
PURCHASE SUBJECT TO/ASSUMPTION OF FIRST
|
5e.
|
PURCHASE SUBJECT TO/ASSUMPTION OF SECOND
|
5f.
|
SELLER CARRIES BACK FIRST
|
5g.
|
SELLER CARRIES BACK SECOND
|
5h.
|
SELLER CARRIES BACK THIRD
|
--
|
ALL INCLUSIVE PROMISSORY NOTE AND DEED OF TRUST
|
5j.X
|
NO FINANCING CONTINGENCY--- ALL CASH
|
5k.
|
OTHER FINANCING
|
6)
|
PEST CONTROL CONTINGENCIES:
|
6a.
|
Termite
|
--
|
Standard
|
6c.X
|
NO PEST CONTROL CONTINGENCY - "AS IS"
|
6d.
|
OTHER PEST CONTROL.
|
7)
|
INSPECTION CONTINGENCIES:
|
7a.
|
BOOKS AND RECORDS
|
7b.X
|
PHYSICAL INSPECTION
|
7c.
|
STATE AND LOCAL LAWS
|
--
|
TENANT FINANCIAL INFORMATION (Leased Properties)
|
7e.
|
NO INSPECTION CONTINGENCY - "AS IS"
|
7f.
|
OTHER INSPECTION
|
8)
|
DEPOSIT INCREASE/NON-REFUNDABLE DEPOSIT: Upon removal of the inspection contingencies set forth in paragraphs N/A hereof, Buyer's deposit shall become non-refundable and Buyer shall increase the Deposit to N/A dollars ($________). The Deposit shall be credited to the purchase price at Closing unless otherwise provided herein. Should the Property be made unmarketable by Seller, or acts of God, the Deposit shall be returned to Buyer and the deed shall be returned to Seller.
|
9)
|
ESTOPPEL CERTIFICATE CONTINGENCY (Leased Properties): N/A
|
10)
|
LEASED PROPERTY PRORATIONS: Rents actually collected (prior to closing) will be prorated as of the Closing Date and rent collected thereafter applied first to rental payments then owed the Buyer and their remainder paid to the Seller. All free rent due any tenant at the close of escrow for rental periods after the closing shall be a credit against the Purchase Price. Other income and expenses shall be prorated as follows: ___***______
|
11)
|
PERSONAL PROPERTY: Title to any personal property to be conveyed to Buyer in connection with the sale of the Property shall be conveyed to Buyer by Bill of Sale on the Closing Date free and clear of all encumbrances (except those approved by Buyer as provided above). The price of these items shall be included in the Purchase Price for the Property, and Buyer agrees to accept all such personal property in “as is" condition.
|
12)
|
CONDITION OF PROPERTY: It is understood and agreed that the Property is being sold "as is"; that Buyer has, or will have prior to the Closing Date, inspected the Property; and that neither Seller nor Agent makes any representation or warranty as to the physical condition or value of the Property or its suitability for Buyer's intended use.
|
|
Buyer’s Initials ________ Seller’s Initials ________
|
13)
|
RISK OF LOSS: Risk of loss to the Property shall be borne by Sell until title has been conveyed to Buyer. In the event that the improvements on the Property are destroyed or materially damaged between the Effective Date of this Agreement and the date title is conveyed to Buyer, Buyer shall have the option of demanding and receiving back the entire Deposit and being released from all obligations hereunder, or alternatively, taking such improvements as Seller can deliver. Upon Buyer's physical inspection and approval of the Property, Seller shall maintain the Property through close of escrow in the same condition and repair as approved, reasonable wear and tear excepted.
|
14)
|
POSSESSION: Possession of the Property shall be delivered to Buyer on Closing Date.
|
15)
|
LIQUIDATED DAMAGES: By placing their initials immediately below, Buyer and Seller agree that it would be Impracticable or extremely difficult to fix actual damages in the event of a default by Buyer, that the amount of Buyer's Deposit hereunder (as same may be increased by the terms hereof) is the parities' reasonable estimate of Seller's damages In the event of Buyer's default, and that upon Buyer's default in its purchase obligations under this agreement, not caused by any breach by Seller, Seller shall be released from its obligations to sell the Property and shall retain Buyer's Deposit (as same may be increased by the terms hereof) as liquidated damages, which shall be Seller's sole and exclusive remedy in law or at equity for Buyer's default.
|
|
Buyer’s Initials ________ Seller’s Initials ________
|
16)
|
SELLER EXCHANGE: Buyer agrees to cooperate should Seller elect to sell the Property as part of a like-kind exchange under IRC Section 1031. Seller's contemplated exchange shall not impose upon Buyer any additional liability or financial obligation, and Seller agrees to hold Buyer harmless from any liability that might arise from such exchange. This Agreement is not subject to or contingent upon Seller's ability to acquire a suitable exchange property or effectuate an exchange. In the event any exchange contemplated by Seller should fail to occur, for whatever reason, the sale of the Property shall nonetheless be consummated as provided herein.
|
17)
|
BUYER EXCHANGE: Seller agrees to cooperate should Buyer elect to purchase the Property as part of a like-kind exchange under IRC Section 1031. Buyer's contemplated exchange shall not impose upon Seller any additional liability or financial obligation, and Buyer agrees to hold Seller harmless from any liability that might arise from such exchange. This Agreement is not subject to or contingent upon Buyer's ability to dispose of its exchange property or effectuate an exchange. In the event any exchange contemplated by Buyer should fail to occur, for whatever reason, the sale of the Property shall nonetheless be consummated as provided herein.
|
18)
|
DISCLOSURE OF REAL. ESTATE LICENSURE:
|
18a.
|
License disclosure
|
18b.
|
License disclosure
|
|
AUTHORIZATION: Buyer and Seller authorize Agent to disseminate sales information regarding this transaction, including the purchase price of the Property.
|
19)
|
AGENCY DISCLOSURE:
|
19a.
|
EXCLUSIVE LISTING
|
19b.
|
DUAL AGENCY
|
19c.
|
SELLER'S AGENT
|
19.1)
|
SELLER’S AGENT: Marcus & Millichap Real Estate Investment Services of Atlanta is the broker representing the Seller (and the Seller only) in this transaction. Big City Realty (License #18,866) is the broker representing the Buyer (and the Buyer only),
|
19d.
|
|
20)
|
OTHER BROKERS: Agent or a broker affiliated with Agent is involved in the disposition of the Property, Agent shall have no liability to Buyer or Seller for the acts or omissions of such other broker, who shall not be deemed to be a subagent of Agent.
|
21)
|
LIMITATION OF LIABILITY: Except for gross negligence or willful misconduct, Agent's liability for any breach or negligence in its performance of this Agreement shall be limited to the greater of $50,000 or the amount of compensation actually received by Agent in any transaction hereunder.
|
22)
|
SCOPE OF AGENT'S AUTHORITY AND RESPONSIBILITY: Agent shall have no authority to bind either Buyer or Seller to any modification or amendment of this Agreement. Agent shall not be responsible for performing any due diligence or other investigation of the Property on behalf of either Buyer or Seller, or for providing either party with professional advice with respect to any legal, tax, engineering, construction or hazardous materials issues. Except for maintaining the confidentiality of any information regarding Buyer or Seller's financial condition and any future negotiations regarding the terms of this Purchase Agreement, Buyer and Seller agree that their relationship with Agent is at arm's length and is neither confidential nor fiduciary in nature.
|
23)
|
BROKER DISCLAIMER: Buyer and Seller acknowledge that, except as otherwise expressly stated herein, Agent has not made any investigation, determination, warranty or representation with respect to any of the following: (a) the financial condition or business prospects of any tenant, or such tenant's intent to continue or renew its tenancy in the Property; (b) the legality of the present or any possible future use of the Property under any federal, state or local law; (c) pending or possible future action by any governmental entity or agency which may affect the Property; (d) the physical condition of the Property, including but not limited to, soil conditions, the structural integrity of the improvements, and the presence or absence of fungi or wood-destroying organisms: (e) the accuracy or completeness of income and expense information and projections, of square footage figures, and of the texts of leases, options, and other agreements affecting the Property; (f) the possibility that lease, options or other documents exist which affect or encumber the Property and which have not been provided or disclosed by Seller; or (g) the presence or location of any hazardous materials on or about the Property, including, but not limited to, asbestos, PCB's, or toxic, hazardous or contaminated substances, and underground storage tanks.
|
|
Buyer agrees that investigation and analysis of the foregoing matters is Buyer's sole responsibility and that Buyer shall not hold Agent responsible therefore. Buyer further agrees to reaffirm its acknowledgment of this disclaimer at close of escrow and to confirm that it has relied upon no representations Agent in connection with its acquisition of the Property.
|
|
Buyer’s Initials ________ Seller’s Initials ________
|
24)
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OTHER BUYERS: Buyer understands that Agent represents other buyer who may have an interest in similar, or the same property that Buyer is considering purchasing. Buyer understands, consents and agrees that Agent, at all times before, during and after his representation of Buyer, may also represent other prospective buyers in the purchase of any property offered for sale. Buyer understands, consent and agrees that, regardless of the particular agency relationship between Buyer and Agent, Agent's representation of other buyers does not constitute a breach of any duty to Buyer.
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25)
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LEAD-BASED PAINT HAZARDS: N/A
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26)
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MOLD/ALLERGEN ADVISORY AND DISCLOSURE: Buyer is advised of the possible presence within properties of toxic (or otherwise illness-causing) molds, fungi, spores, pollens and/or other botanical substances and/or allergens (e.g. dust, pet dander, insect material; etc.). These substances may be either visible or invisible, may adhere to walls and other accessible and inaccessible surfaces, may be embedded in carpets or other fabrics, may become airborne, and may be mistaken for other household substances and conditions. Exposure carries the potential of possible health consequences. Agent strongly recommends that Buyer contact the State Department of Health Services for further information on this topic.
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|
Buyer is advised to consider engaging the services of an environmental or industrial hygienist (or similar, qualified professional) to inspect and test for the presence of harmful mold, fungi, and botanical allergens and substances as part of Buyer's physical condition inspection of the Property, and Buyer is further advised to obtain from such qualified professionals information regarding the level of health-related risk involved, if any, and the advisability and feasibility of eradication and abatement, if any.
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Buyer is expressly cautioned that Agent has no expertise in this area and is, therefore, incapable of conducting any level of inspection of the Property for the possible presence of mold and botanical allergens. Buyer acknowledges that Agent has not made any investigation, determination, warranty or representation with respect to the possible presence of mold or other botanical allergens, and Buyer agrees that the investigation and analysis of the foregoing matters is Buyer's sole responsibility and that Buyer shall not hold Agent responsible therefore.
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27)
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ARBITRATION OF DISPUTES: If a controversy arises with respect to the subject matter of this Purchase Agreement or the transaction contemplated herein (including but not limited to the parties' rights to the Deposit or the payment of commissions as provided herein), Buyer, Seller and Agent agree that such controversy shall be settled by final, binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators) may be entered in any court having jurisdiction thereof. Arbitration shall have the power to resolve any and all disputes between the parties arising out of this Agreement, including the right and power to enforce the Agreement.
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We have read and understand the foregoing and agree to submit disputes arising out of the matters included in the "Arbitration of Disputes" provision to neutral arbitration.
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Buyer’s Initials ________ Seller’s Initials ________
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28)
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SUCCESSORS & ASSIGNS: This Agreement and any addenda thereto shall be binding upon and inure to the benefit of the heirs, successors, agents, representatives and assigns of the parties hereto.
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29)
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ATTORNEYS' FEES: In any litigation, arbitration or other legal proceeding which may arise between any of the parties hereto, including Agent, the prevailing party shall be entitled to recover its costs, including costs of arbitration, and reasonable attorneys' fees in addition to any other relief to which such party may be entitled.
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30)
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TIME: Time is of the essence of this Agreement.
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31)
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NOTICES: All notices required or permitted hereunder shall be given to the parties in writing (with a copy to Agent) at their respective addresses as set forth below. Should the date upon which any act required to be performed by this Agreement fall on a Saturday, Sunday or holiday, the time for performance shall be extended to the next business day.
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32)
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ADDENDA: Any addendum attached hereto and either signed or initialed by the parties shall be deemed a part hereof. This Agreement, including addenda, if any, expresses the entire agreement of the parties and supersedes any and all previous agreements between the parties with regard to the Property. There are no other understandings, oral or written, which in any way alter or enlarge its terms, and there are no warranties or representations of any nature whatsoever, either express or implied, except as set forth herein. Any future modification of this Agreement will be effective only if it is in writing and signed by the party to be charged.
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33)
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ACCEPTANCE AND EFFECTIVE DATE: Buyers signature hereon constitutes an offer to Seller to purchase the Property on the terms and conditions set forth herein. Unless acceptance hereof is made by Seller's execution of this Agreement and delivery of a fully executed copy to Buyer, either in person or by mail at the address shown below, on or before 6:00 P.M., July 11, 2014, this offer shall be null and void, the Deposit shall be returned to Buyer, and neither Seller nor Buyer shall have any further rights or obligations hereunder. Delivery shall be effective upon personal delivery to Buyer or Buyer's agent or, if by mail, on the next business day following the date of postmark. The "Effective Date" of this Agreement shall be the later of (a) the date on which Seller executes this Agreement, or (b) the data of or written acceptance (by either Buyer or Seller) of the final counter-offer submitted by the other party.
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34)
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COUNTERPARTS: Buyer and Seller both acknowledge and agree that a facsimile copy of this Agreement with a party's signature is as legally valid and binding as the original Agreement with an original signature, If Buyer is not an individual but a legal entity, Buyer's representative represents that he/she is authorized on behalf of the legal entity to sign this Agreement. THE PARTIES ARE ADVISED TO CONSULT THEIR RESPECTIVE ATTORNEYS WITH REGARD TO THE LEGAL EFFECT AND VALIDITY OF THIS PURCHASE AGREEMENT. THE PARTIES AGREE THAT THIS AGREEMENT CAN BE SIGNED IN COUNTERPART WITH THE SAME LEGAL FORCE AND EFFECT AS IF NOT SIGNED IN COUNTERPART.
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35)
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GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia.
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36)
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OTHER TERMS AND CONDITIONS: In addition to any and all other remedies Buyer may have at law if Seller should default under this contract, Buyer shall also have the right to Specific Performance of this contract.
|
BUYER:
|
Redwine Property Management, Inc.
|
ADDRESS:
|
2282 Wender Drive
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|
|
By: Charles D. Redwine II, President
|
Tucker, Georgia 30084
|
|
|||
DATE:
|
TELEPHONE:
|
770 938 5223
|
|
||
BUYER:
|
ADDRESS:
|
||||
DATE:
|
TELEPHONE:
|
SELLER:
|
Golden Flake Snack Foods, Inc.
|
ADDRESS:
|
One Golden Flake Drive
|
|
|
By: Randy Bates, EVP
|
Birmingham, AL 35205
|
|
|||
DATE:
|
6/25/14 |
TELEPHONE:
|
205 323-6161
|
|
|
SELLER:
|
ADDRESS:
|
||||
DATE:
|
TELEPHONE:
|
AGENT:
|
MARCUS & MILLICHAP REAL ESTATE INVESTMENT SERVICES OF ATLANTA
|
|
|||
By:
|
ADDRESS:
|
1100 Abernathy Rd NE S
|
|
||
|
Michael Fasano |
Ste 600
Sandy Springs, GA 30328
|
BUYER: | ||
REDWINE PROPERTIES, INC. | ||
By: | ||
Charles D. Redwine II, President | ||
SELLER: | ||
GOLDEN FLAKE SNACK FOODS, INC.
|
||
By: | ||
Randy Bates | ||
Its Executive President |
1 Year Golden Enterprises, Inc. (MM) Chart |
1 Month Golden Enterprises, Inc. (MM) Chart |
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