UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~January~~April 2619, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ____

Commission file number: 000-02396

BRIDGFORD FOODS CORPORATION

(Exact name of registrant as specified in its charter)

California		95-1778176
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		identification number)
1707 S. Good-Latimer Expressway DallasTexas		75226
1707 S. Good-Latimer Expressway Dallas Texas		75226
(Address of principal executive offices)		(Zip code)

(214) 428-1535

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		BRID		Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~March~~May 831, 2024, the registrant had 9,076,832 shares of common stock outstanding.

BRIDGFORD FOODS CORPORATION

FORM 10-Q QUARTERLY REPORT

INDEX

References to “Bridgford Foods”, “Company”, “we”, “us” or “our” contained in this Quarterly Report on Form 10-Q (this “Report”) refer to Bridgford Foods Corporation.

		Page
Part I. Financial Information		3
Item 1. Financial Statements		3
a. Condensed Consolidated Balance Sheets as of January 26, 2024 (unaudited) and November 3, 2023		3
a. Condensed Consolidated Balance Sheets as of April 19, 2024 (unaudited) and November 3, 2023		3
b. Condensed Consolidated Statements of Operations for the twelve weeks ended January 26, 2024 (unaudited) and January 20, 2023 (unaudited)		4
b. Condensed Consolidated Statements of Operations for the twelve and twenty-four weeks ended April 19, 2024 (unaudited) and April 14, 2023 (unaudited)		4
c. Condensed Consolidated Statements of Shareholders’ Equity for the twelve weeks ended January 26, 2024 (unaudited) and January 20, 2023 (unaudited)		5
c. Condensed Consolidated Statements of Shareholders’ Equity for the twelve and twenty-four weeks ended April 19, 2024 (unaudited) and April 14, 2023 (unaudited)		5
d. Condensed Consolidated Statements of Cash Flows for the twelve weeks ended January 26, 2024 (unaudited) and January 20, 2023 (unaudited)		6
d. Condensed Consolidated Statements of Cash Flows for the twenty-four weeks ended April 19, 2024 (unaudited) and April 14, 2023 (unaudited)		6
e. Notes to Condensed Consolidated Financial Statements (unaudited)		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		1315
Item 3. Quantitative and Qualitative Disclosures about Market Risk		2125
Item 4. Controls and Procedures		2125
Part II. Other Information		2226
Item 1. Legal Proceedings		2226
Item 1A. Risk Factors		2226
Item 5. Other Information		22
Item 6. Exhibits		27
Item 6. Exhibits		23
Signatures		28
Signatures		24

Items 2 through 45 of Part II have been omitted because they are not applicable with respect to the Company and/or the current reporting period.

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Part I. Financial Information

Item 1. a.

BRIDGFORD FOODS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

	January 26, 2024			November 3, 2023
	April 19, 2024			November 3, 2023
	(unaudited)	~~(unaudited)~~
ASSETS
Current assets:
Cash and cash equivalents	$	1213,~~648~~789		$	15,708
Accounts receivable, less allowance for doubtful accounts of $233 and $248, respectively, and promotional allowances of $2,983 and $2,093, respectively		30,038			28,593
Accounts receivable, less allowance for credit losses of $234 and $248, respectively, and promotional allowances of $1,453 and $2,093, respectively		26,402			28,593
Inventories, net		39,275			40,573
Refundable income taxes		13,~~666~~781			2,168
Prepaid expenses and other current assets		21,~~388~~808			435
Total current assets		8685,~~015~~055			87,477
Property, plant and equipment, net of accumulated depreciation and amortization of $72,300 and $73,397, respectively		67,802			67,487
Property, plant and equipment, net of accumulated depreciation and amortization of $76,447 and $73,397, respectively		66,250			67,487
Other non-current assets		1213,~~938~~088			12,034
Total assets	$	~~166~~164,~~755~~393		$	166,998
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	87,~~603~~607		$	7,201
Accrued payroll, advertising, and other expenses		57,~~294~~105			6,404
Income taxes payable		256			256
Current notes payable - equipment		1,~~052~~061			1,045
Current right-of-use leases payable		~~1,032~~978			1,120
Other current liabilities		21,~~031~~810			1,955
Total current liabilities		18,~~268~~817			17,981
Long-term notes payable - equipment		2,~~608~~340			2,786
Deferred income taxes, net		8,342			8,342
Long-term right-of-use leases payable		21,~~222~~992			2,450
Executive retirement, pension plans and other		4,~~545~~327			5,904
Total long-term liabilities		17,~~717~~001			19,482
Total liabilities		35,~~985~~818			37,463
Contingencies and commitments (Note 3)		-			-
Shareholders’ equity:
Preferred stock, without par value; authorized – 1,000,000 shares; issued and outstanding – none		-			-
Common stock, $1.00 par value; authorized – 20,000,000 shares; issued and outstanding – 9,076,832 and 9,076,832 shares, respectively		9,134			9,134
Capital in excess of par value		8,298			8,298
Retained earnings		~~124~~121,~~027~~832			122,792
Accumulated other comprehensive loss		(10,689	)		(10,689	)
Total shareholders’ equity		~~130~~128,~~770~~575			129,535
Total liabilities and shareholders’ equity	$	~~166~~164,~~755~~393		$	166,998

See accompanying notes to Condensed Consolidated Financial Statements.

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Item 1. b.

BRIDGFORD FOODS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except share and per share amounts)

	January 26, 2024			January 20, 2023
	April 19, 2024			April 14, 2023			April 19, 2024			April 14, 2023
	12 weeks ended						24 weeks ended
	January 26, 2024			January 20, 2023
	April 19, 2024			April 14, 2023			April 19, 2024			April 14, 2023
Net sales	$	5447,~~842~~314		$	6155,~~622~~510		$	102,156		$	117,132
Cost of products sold		3836,~~804~~588			4440,~~556~~053			75,392			84,609
Gross margin		1610,~~038~~726			1715,~~066~~457			26,764			32,523
Selling, general and administrative expenses		1513,~~027~~974			1514,~~794~~941			29,001			30,735
Gain on sale of property, plant, and equipment		-			(72	)
(Gain) loss on sale of property, plant, and equipment		(2	)		232			(2	)		160
Operating income		1,011			1,344
Operating (loss) income		(3,246	)		284			(2,235	)		1,628
Other income (expense)
Interest expense		(171	)		(125	)
Interest income (expense)		25			(100	)		(145	)		(225	)
Cash surrender value gain		~~905~~149			~~111~~129			1,053			240
Total other income (expense)		734			(14	)
Total other income		174			29			908			15
Income before taxes		1,745			1,330
(Loss) income before taxes		(3,072	)		313			(1,327	)		1,643
Provision for income taxes		510			398
(Benefit on) provision for income taxes		(877	)		164			(367	)		562
Net income	$	1,235		$	932
Net (loss) income	$	(2,195	)	$	149		$	(960	)	$	1,081
Basic earnings per share	$	0.14		$	0.10
Basic (loss) earnings per share	$	(0.24	)	$	0.02		$	(0.11	)	$	0.12
Shares used to compute basic earnings per share		9,076,832			9,076,832			9,076,832			9,076,832

See accompanying notes to Condensed Consolidated Financial Statements.

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Item 1. c.

BRIDGFORD FOODS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

1224 weeks ended ~~January~~April 2614, 2023, and April 19, 2024

(unaudited)

(in thousands)

	Shares		Amount		Capital in excess of par value		Retained earnings		Accumulated other comprehensive loss			Total shareholders’ equity
Balance, November 3, 2023		9,076	$	9,134	$	8,298	$	122,792	$	(10,689	)	$	129,535
Balance, October 28, 2022		9,076	$	9,134	$	8,298	$	119,318	$	(10,425	)	$	126,325
Net income		-		-		-		1,~~235~~081		-			1,~~235~~081
Balance, January 26, 2024		9,076	$	9,134	$	8,298	$	124,027	$	(10,689	)	$	130,770
Balance, April 14, 2023		9,076	$	9,134	$	8,298	$	120,399	$	(10,425	)	$	127,406

	Shares		Amount		Capital in excess of par value		Retained earnings			Accumulated other comprehensive loss			Total shareholders’ equity
Balance, November 3, 2023		9,076	$	9,134	$	8,298	$	122,792		$	(10,689	)	$	129,535
Net loss		-		-		-		(960	)		-			(960	)
Balance, April 19, 2024		9,076	$	9,134	$	8,298	$	121,832		$	(10,689	)	$	128,575

BRIDGFORD FOODS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

12 weeks ended ~~January~~April 2014, 2023, and April 19, 2024

(unaudited)

(in thousands)

	Shares		Amount		Capital in excess of par value		Retained earnings		Accumulated other comprehensive loss			Total shareholders’ equity
Balance, October 28, 2022		9,076	$	9,134	$	8,298	$	119,318	$	(10,425	)	$	126,325
Balance		9,076	$	9,134	$	8,298	$	119,318	$	(10,425	)	$	126,325
Net income		-		-		-		932		-			932
Balance, January 20, 2023		9,076	$	9,134	$	8,298	$	120,250	$	(10,425	)	$	127,257
Balance		9,076	$	9,134	$	8,298	$	120,250	$	(10,425	)	$	127,257
Net income		-		-		-		149		-			149
Balance, April 14, 2023		9,076	$	9,134	$	8,298	$	120,399	$	(10,425	)	$	127,406

	Shares		Amount		Capital in excess of par value		Retained earnings			Accumulated other comprehensive loss			Total shareholders’ equity
Balance, January 26, 2024		9,076	$	9,134	$	8,298	$	124,027		$	(10,689	)	$	130,770
Balance		9,076	$	9,134	$	8,298	$	124,027		$	(10,689	)	$	130,770
Net loss		-		-		-		(2,195	)		-			(2,195	)
Net income (loss)		-		-		-		(2,195	)		-			(2,195	)
Balance, April 19, 2024		9,076	$	9,134	$	8,298	$	121,832		$	(10,689	)	$	128,575
Balance		9,076	$	9,134	$	8,298	$	121,832		$	(10,689	)	$	128,575

See accompanying notes to Condensed Consolidated Financial Statements.

5 of 2528

Item 1. d.

BRIDGFORD FOODS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)

	January 26, 2024			January 20, 2023
	April 19, 2024			April 14, 2023
	12 weeks ended
	24 weeks ended
	January 26, 2024			January 20, 2023
	April 19, 2024			April 14, 2023
Cash flows from operating activities:
Net income	$	1,235		$	932
Net (loss) income	$	(960	)	$	1,081
Adjustments to reconcile net income to net cash used in operating activities:
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		13,~~545~~106			13,~~448~~027
(Recoveries on) provision for losses on accounts receivable		(7	)		187
(Recoveries on) provision for credit losses on accounts receivable		(132	)		195
Increase in promotional allowances		891			751
(Decrease) increase in promotional allowances		(639	)		1,067
Gain on sale of property, plant, and equipment		-			(72	)
(Gain) loss on sale of property, plant, and equipment		(2	)		160
Changes in operating assets and liabilities:
Accounts receivable, net		(2,~~329~~962	)		~~923~~3,781
Inventories, net		1,298			~~1,713~~579
Prepaid expenses and other current assets		(1,~~953~~373	)		(12,~~091~~001	)
Refundable income taxes		~~502~~(1,613	)		(~~166~~529	)
Other non-current assets		(~~903~~1,054	)		(~~111~~240	)
Accounts payable		~~1,402~~406			(42,~~563~~895	)
Accrued payroll, advertising, and other expenses		~~(1,109~~701	)		(~~610~~1,485	)
Other current liabilities		75(136	)		(1,~~376~~193	)
Executive retirement, pension plans and other		(1,350	)		(592	)
Other non-current liabilities		(1,562	)		(250	)
Net cash used in operating activities		(703	)		(2,627	)
Net cash provided by operating activities		1,002			1,297
Cash flows from investing activities:
Proceeds from sale of property, plant, and equipment		-2			72161
Additions to property, plant, and equipment		(1,~~860~~869	)		(~~259~~1,293	)
Net cash used in investing activities		(1,~~860~~867	)		(~~187~~1,132	)
Cash flows from financing activities:
Payment of right-of-use lease obligations		(327	)		(279	)
Payment of lease and right-of-use obligations		(623	)		(255	)
Repayments of bank borrowings		(170	)		(248	)
Repayments of notes payable - equipment		(431	)		(492	)
Net cash used in financing activities		(~~497~~1,054	)		(~~527~~747	)
Net decrease in cash and cash equivalents and restricted cash		(31,~~060~~919	)		(~~3,341~~582	)
Cash and cash equivalents and restricted cash at beginning of period		15,708			16,333
Cash and cash equivalents at end of period	$	12,648		$	12,992
Cash and cash equivalents and restricted cash at end of period	$	13,789		$	15,751
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	81,248		$	~~567~~1,094
Cash paid for interest	$	~~171~~145		$	~~125~~225

See accompanying notes to Condensed Consolidated Financial Statements.

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Item 1. e.

BRIDGFORD FOODS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(dollars in thousands)

Note 1 – Summary of Significant Accounting Policies:

The unaudited Condensed Consolidated Financial Statements of Bridgford Foods Corporation (the “Company”, “we”, “our”, “us”) for the twelve and twenty-four weeks ended ~~January~~April 2619, 2024 and ~~January~~April 2014, 2023 have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X, and include all adjustments considered necessary by management for a fair presentation of the interim periods. This Report should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended November 3, 2023 (the “Annual Report”). Due to seasonality and other factors, interim results are not necessarily indicative of the results for the full year. Recent accounting pronouncements, if any, and their effect on the Company are discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Report.

The November 3, 2023, balance sheet amounts within these interim Condensed Consolidated Financial Statements were derived from the audited fiscal year 2023 consolidated financial statements included in the Company’s Annual Report.

The preparation of Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported revenues and expenses during the reporting periods. Some of the estimates made by management include the allowance for doubtful accounts, promotional and returns allowances, inventory reserves, the estimated useful lives of property, plant and equipment, and the valuation allowance for the Company’s deferred tax assets. Management determines the amounts to record based on historical experience and various other assumptions that we view as reasonable under the circumstances and consider all relevant available information. Actual results could materially differ from these estimates. Amounts estimated related to liabilities for self-insured workers’ compensation, employee healthcare and pension benefits are especially subject to inherent uncertainties and these estimated liabilities may ultimately settle at amounts which vary from our current estimates. Market conditions and the volatility in stock markets may cause significant changes in the measurement of our pension fund liabilities and the performance of our life insurance policies in future periods.

Financial instruments that subject the Company to credit risk consist primarily of cash and cash equivalents, accounts receivable, accounts payable, accrued payroll, and notes payable. The carrying amount of these instruments approximate fair market value due to their short-term maturity or market interest rates. The Company has accounts with nationally recognized financial institutions in excess of the Federal Deposit Insurance Corporation insurance coverage limit. The Company has not experienced any losses in these accounts and believes it is not exposed to any significant credit risk with regard to its cash and cash equivalents. The Company grants payment terms to a significant number of customers that are diversified over a wide geographic area. The Company monitors the payment histories of its customers and maintains an allowance for doubtful accounts which is reviewed for adequacy on a quarterly basis. The Company does not require collateral from its customers.

Comprehensive income or loss

Comprehensive income or loss consists of net (loss) income and additional minimum pension liability adjustments. There were no differences between net (loss) income and comprehensive income during each of the twelve and twenty-four weeks ended ~~January~~April 2619, 2024, and ~~January~~April 2014, 2023.

Customer Concentration > 20% of AR or >10% of Sales

The table below shows customers that accounted for more than 20% of consolidated accounts receivable (“AR”) or 10% of consolidated sales for the ~~twelve~~twenty-four weeks ended ~~January~~April 2619, 2024, and ~~January~~April 2014, 2023, respectively.

Schedule of Customer Concentration

	Walmart						Dollar General
	Sales			AR			Sales			AR
January 26, 2024		28.4	%		24.7	%		15.5	%		19.1	%
April 19, 2024		28.4	%		25.1	%		14.5	%		22.1	%
January 20, 2023		30.8	%		35.2	%		13.0	%		24.0	%
April 14, 2023		30.4	%		27.3	%		16.2	%		27.1	%

The table below shows customers that accounted for more than 20% of consolidated accounts receivable or 10% of consolidated sales for the twelve weeks ended April 19, 2024, and April 14, 2023, respectively.

	Walmart						Dollar General
	Sales			AR			Sales			AR
April 19, 2024		28.4	%		25.1	%		13.3	%		22.1	%
April 14, 2023		30.8	%		27.3	%		20.1	%		27.1	%

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Revenue recognition

Revenues are recognized in accordance with Accounting Standards Codification (“ASC”) Topic 606 – Revenue from Contracts with Customers upon passage of title to the customer. Products are delivered to customers primarily through our own long-haul fleet, common carrier, or through a Company-owned direct-store-delivery system.

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The Company recognizes revenue for the sale of the product at the point in time when our performance obligation has been satisfied and control of the product has transferred to our customer, which generally occurs upon product shipment, pickup or delivery to a customer based on terms of the sale. Contracts with customers are typically short-term in nature with completion of a single performance obligation. Product is sold to foodservice, retail, institutional and other distribution channels. Shipping and handling that occurs after the customer has obtained control of the product is recorded as a fulfillment cost rather than an additional performance obligation. Costs paid to third party brokers to obtain contracts are recognized as part of selling expenses. Other sundry items in context of the contract are also recognized as selling expense. Any taxes collected on behalf of the government are excluded from net revenue.

We record revenue at the transaction price which is measured as the amount of consideration we anticipate receiving in exchange for ~~providing~~ providing products to our customers. Revenue is recognized as the net amount estimated to be received after deducting estimated or known amounts including variable consideration for discounts, trade allowances, consumer incentives, coupons, volume-based incentives, cooperative advertising, product returns and other such programs. Promotional allowances, including customer incentive and trade promotion activities, are recorded as a reduction to sales based on amounts estimated being due to customers, based primarily on historical utilization and redemption rates. Estimates are reviewed regularly until incentives or product returns are realized and the result of any such adjustments are known. Promotional allowances deducted from sales for the twelve weeks ended April ~~January 26~~19, 2024, and ~~January~~April 2014, 2023, were $3,871 and $4,~~179~~520, respectively. Promotional allowances deducted from sales for the twenty-four weeks ended April 19, 2024, and April 14, 2023, were $38,~~864~~051 and $8,384, respectively.

Leases

Leases are recognized in accordance with ASC 842 Leases (“ASC 842”) which requires a lessee to recognize assets and liabilities with lease terms of more than twelve months. We lease or rent property for operations such as storing inventory and equipment. We analyze our agreements to evaluate whether or not a lease exists by determining what assets exist for which we control usage for a period of time in exchange for consideration. In the event a lease exists, we classify it as a finance or operating lease and record a right-of-use (“ROU”) asset and the corresponding lease liability at the inception of the lease. The classification as a finance or operating lease determines whether the recognition, measurement and presentation of expenses and cash flows are considered operating or financing. In the case of month-to-month lease or rental agreements with terms of twelve months or less, we made an accounting policy election to not recognize lease assets and liabilities and record them on a straight-line basis over the lease term. The storage units rented on a month-to-month basis for use by our Snack Food Products segment direct store delivery route system are not costly to relocate and contain no significant leasehold improvements or degree of integration over leased assets. Orders can be fulfilled by another route storage unit interchangeably. No specialized assets exist in the rental storage units. Market price is paid for storage units. No guarantee of debt is made.

ROU lease assets are recorded within property, plant and equipment, net of accumulated depreciation and amortization. The Company leases warehouse space from time to time that is recorded as ROU lease assets and corresponding lease liabilities. The Company’s leases of long-haul trucks used in its Frozen Food Products segment qualify as finance leases. Finance lease liabilities are recorded under other liabilities. The condensed consolidated balance sheets reflect both the current and long-term obligations.

Subsequent events

Management has evaluated events subsequent to ~~January~~April 2619, 2024, through the date that the accompanying Condensed Consolidated Financial Statements were filed with the Securities and Exchange Commission for transactions and other events which may require adjustments of and/or disclosure in such financial statements.

No material events were identified that require adjustment to the financial statements or additional disclosure.

Basic (loss) earnings per share

Basic (loss) earnings per share are calculated based on the weighted average number of shares outstanding for all periods presented. No stock options, warrants, or other potentially dilutive convertible securities were outstanding as of ~~January~~April 2619, 2024, or ~~January~~April 2014, 2023.

Recently issued accounting pronouncements and regulations

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (ASC 326), which provides guidance on ~~measurement~~ measurement of credit losses on financial instruments. This ASU adds a current expected credit loss impairment model to GAAP that is based on expected losses rather than incurred losses whereby a broader range of reasonable and supportable information is required to be utilized in order to derive credit loss estimates. The effective date of the new guidance as amended by ASU No. 2019-10 is fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The ~~Company~~adoption ~~analyzed the impact~~ of ~~adopting~~ASU ~~this~~No. ~~standard and~~2016-13 ~~does~~did not ~~expect the adoption to~~ have a material or significant impact on its Consolidated Financial Statements as it has been our policy to estimate ~~and~~ and record credit losses on trade accounts receivable.

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In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting – Improvements to Reportable Segments Disclosures. The amendments enhance disclosures of significant segment expenses by requiring tothe ~~disclose~~disclosure of significant segment expenses regularly provided to the chief operating decision maker (CODM), ~~extend~~extending certain annual disclosures to interim periods, and ~~permit~~permitting more than one measure of segment profit or loss to be reported under certain conditions. The amendments are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption of the amendment is permitted, including adoption in any interim periods for which financial statements have not been issued. The Company is currently evaluating the guidance and its impact to the financial statements.

In March 2024, the SEC adopted rules to develop standardized climate-related disclosures by publicly traded companies including the emission of greenhouse gases. The rules are currently effective for the Company in the fiscal year beginning in 2027. However, as a result of pending legal challenges, the actual timing of effectiveness of the rules and applicable phase-in periods, as well as whether portions of the rules remain in effect after the legal challenges, are uncertain. The Company is currently evaluating the guidance and its impact on the financial statements.

Note 2 – Inventories, net:

Inventories are comprised of the following at the respective period ends:

Schedule of Inventories

	January 26, 2024		November 3, 2023
	April 19, 2024		November 3, 2023
Meat, ingredients, and supplies	$	1110,~~861~~949	$	12,244
Work in progress		21,~~347~~489		1,507
Finished goods		2526,~~067~~837		26,822
Inventories, net	$	39,275	$	40,573

Inventories are valued at the lower of cost (which approximates actual cost on a first-in, first-out basis) or net realizable value. Inventories include the cost of raw materials, labor, and manufacturing overhead. We regularly review inventory quantities on hand and write ~~down~~ down any estimated excess, obsolete inventories, or impaired balances to net realizable value. An inventory reserve is created when ~~potentially~~ potentially slow-moving or obsolete inventories are identified in order to reflect the appropriate inventory value. Changes in economic conditions, production requirements, and lower than expected customer demand could result in additional obsolete or slow-moving inventory that cannot be sold or must be sold at reduced prices and could result in additional reserve provisions. We maintain a net realizable value reserve of ~~$111~~ $385 as of ~~January~~April 2619, 2024, and $513 as of November 3, 2023, on products in inventory after determining that the market value on some meat products could not cover the costs associated with completion and sale of the product.

Note 3 – Contingencies and Commitments:

The Company generally leases warehouses throughout the United States through month-to-month rental agreements. In the case of month-to-month lease or rental agreements with terms of 12 months or less, the Company made an accounting policy election to not recognize lease assets and liabilities and record them on a straight-line basis over the lease term. For further information regarding our lease accounting policy, please refer to Note 1 – Summary of Significant Accounting Policies — Leases.

The Company leased three long-haul trucks received during fiscal year 2019. The six-year leases for these trucks expire in fiscal year 2025. We returned one long-haul truck on June 22, 2023, for a loss of $12 in an effort to reduce the overall cost of delivering products. Amortization of equipment as a finance lease was $11 22 during the ~~twelve~~twenty-four weeks ended ~~January~~April 2619, 2024. The Company leased one box truck for a market value of $27 on April 17, 2023, and that lease term is two years.

The Company performed a detailed analysis and determined that the only indications of a long-term lease in addition to transportation leases for long-haul trucks were the warehouse leases with Hogshed Ventures, LLC and Racine Partners 4333 LLC.

The Company’s five-year term lease with Racine Partners 4333 LLC, was effective June 1, 2022. An ROU asset of $3,056 and corresponding liability for warehouse storage space of $3,117 as of ~~January~~April 2619, 2024, was recorded for Racine Partners 4333 LLC for 43rd ~~Street~~ Street in Chicago, Illinois. This lease does not provide an implicit rate and we estimated our incremental interest rate to be approximately 3.68%. We used our estimated incremental borrowing rate and other information available at the lease commencement date in determining the present value of the lease payments.

An ROU asset and corresponding liability for warehouse storage space was recorded for $~~137~~54 for Hogshed Ventures, LLC for 40th Street in Chicago, Illinois, as of ~~January~~April 2619, 2024. We lease this space under a non-cancelable operating lease. This lease does not have significant ~~rent~~ rent escalation holidays, concessions, leasehold improvement incentives or other build-out clauses. Further, this lease does not contain ~~contingent~~ contingent rent provisions. This lease will terminate on June 30, 2024, and the Company does not plan to renew this lease. This lease includes both lease (e.g., fixed rent) and non-lease ~~components~~ components (e.g., real estate taxes, insurance, common-area, and other maintenance costs). The non-lease components are deemed to be executory costs and are included in the minimum lease payments used to determine the present value of the operating lease obligation and related ROU asset.

The lease with Hogshed Ventures, LLC does not provide an implicit rate and we estimated our incremental interest rate to be approximately 5.49%. We used our estimated incremental borrowing rate and other information available at the lease commencement date in determining the present value of the lease payments.

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The following is a schedule by years of future minimum lease payments for transportation leases and ROU assets:

Fiscal Year		Financial Obligations
2024		$	~~901~~601
2025			937
2026			996
2027			518
Later Years			-
Total Minimum Lease Payments(a)	(a)	$	3,~~352~~052
Less: Amount representing executory costs			(1713	)
Less: Amount representing interest(b)	(b)		(1	)
Present value of future minimum lease payments(c)	(c)	$	3,~~334~~038

(a) Minimum payments exclude contingent rentals based on actual mileage and adjustments of rental payments based on the Consumer Price Index. (b) Amount necessary to reduce net minimum lease payments to present value calculated at the Company’s incremental borrowing rate at the inception of the leases. (c) Reflected in Part I. Financial Information, Item 1. a., Condensed Consolidated Balance Sheets, as current and noncurrent obligations are finance leases of $6354 ~~and $17~~ under ~~Other~~other current liabilities and ~~Other~~$15 ~~non-current~~under ~~liabilities~~executive retirement, pension plans and other, respectively, and ROU leases payable of $~~1,032~~978 and $21,~~222~~991 are disclosed as line items ~~Current~~current right-of-use leases payable and ~~long~~Long-term right-of-use leases payable, respectively, as of ~~January~~April 2619, 2024.

We purchase large quantities of pork, beef, and flour. These ingredients are generally available from a number of different suppliers although the availability of these ingredients is subject to seasonal variation. We build ingredient inventories to take advantage of downward trends in seasonal prices or anticipated supply limitations.

We purchase bulk flour under short-term fixed price contracts at current market prices. The contracts are usually effective for and settle within three months or less at a fixed price and quantity. We monitor and manage our ingredient costs to help negate volatile daily swings in market prices when possible. We do not participate in the commodity futures market or hedging to limit commodity exposure.

The Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters is not expected to have a material adverse effect on the Company’s consolidated financial position or results of operations.

Note 4 – Segment Information:

The Company has two reportable operating segments: Frozen Food Products (the processing and distribution of frozen food products) and Snack Food Products (the processing and distribution of meat and other convenience foods).

We evaluate each segment’s performance based on revenues and operating income. Selling, general and administrative (“SG&A”) expenses include corporate accounting, information systems, human resource management and marketing, which are managed at the corporate level. These activities are allocated to each operating segment based on revenues and/or actual usage. Assets managed at the corporate level are not attributable to each operating segment and thus have been included as “other” in the accompanying segment information.

~~The following~~10 ~~segment~~of ~~information is presented for the twelve weeks ended January 26, 2024, and January 20, 2023, respectively.~~28

The following segment information is presented for the twelve weeks ended April 19, 2024, and April 14, 2023, respectively.

	Frozen Food Products	~~Frozen Food Products~~		Snack Food Products	~~Snack Food Products~~		Other	~~Other~~	Totals	~~Totals~~
Segment Information
Twelve weeks Ended January 26, 2024		Frozen Food Products			Snack Food Products			Other		Totals
Twelve weeks Ended April 19, 2024	Frozen Food Products			Snack Food Products			Other		Totals
Sales	$	1412,~~399~~905		$	4034,~~443~~409		$	-	$	5447,~~842~~314
Cost of products sold		109,~~286~~496			2827,~~518~~092			-		3836,~~804~~588
Gross margin		43,~~113~~409			117,~~925~~317			-		1610,~~038~~726
SG&A		3,~~441~~224			1110,~~586~~750			-		1513,~~027~~974
Gain on sale of property, plant, and equipment		-			-(2	)		-		-(2	)
Operating income		672			339			-		1,011
Operating income (loss)		185			(3,431	)		-		(3,246	)
Total assets	$	1615,~~120~~259		$	~~121~~117,~~223~~203		$	2931,~~412~~931	$	~~166~~164,~~755~~393
Additions to PP&E	$	822		$	1,038		$	-	$	1,860
(Disposals) additions to PP&E	$	(320	)	$	329		$	-	$	9

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Twelve weeks Ended April 14, 2023	Frozen Food Products			Snack Food Products		Other		Totals
Sales	$	11,904		$	43,606	$	-	$	55,510
Cost of products sold		9,478			30,575		-		40,053
Gross margin		2,426			13,031		-		15,457
SG&A		3,244			11,697		-		14,941
Loss on sale of property, plant, and equipment		30			202		-		232
Operating (loss) income		(848	)		1,132		-		284

Total assets	$	15,046		$	124,247	$	31,566	$	170,859
Additions to PP&E	$	164		$	870	$	-	$	1,034

Twelve weeks Ended January 20, 2023	Frozen Food Products		Snack Food Products			Other		Totals
Sales	$	14,399	$	47,223		$	-	$	61,622
Cost of products sold		10,744		33,812			-		44,556
Gross margin		3,655		13,411			-		17,066
SG&A		3,644		12,150			-		15,794
Gain on sale of property, plant, and equipment		-		(72	)		-		(72	)
Operating income		11		1,333			-		1,344
Total assets	$	15,447	$	126,719		$	27,445	$	169,611
Additions to PP&E	$	45	$	214		$	-	$	259

The following segment information is presented for the twenty-four weeks ended April 19, 2024, and April 14, 2023, respectively.

The following information further disaggregates our sales to customers by major distribution channel and customer type for the twelve weeks ended January 26, 2024, and January 20, 2023, respectively.

Twenty-four weeks Ended April 19, 2024	Frozen Food Products		Snack Food Products			Other		Totals
Sales	$	27,304	$	74,852		$	-	$	102,156
Cost of products sold		19,782		55,610			-		75,392
Gross margin		7,522		19,242			-		26,764
SG&A		6,666		22,335			-		29,001
Gain on sale of property, plant, and equipment		-		(2	)		-		(2	)
Operating income (loss)		856		(3,091	)		-		(2,235	)

Total assets	$	15,259	$	117,203		$	31,931	$	164,393
Additions to PP&E	$	502	$	1,367		$	-	$	1,869

Twelve weeks Ended January 26, 2024

Twenty-four weeks Ended April 14, 2023	Frozen Food Products			Snack Food Products		Other		Totals
Sales	$	26,303		$	90,829	$	-	$	117,132
Cost of products sold		20,223			64,386		-		84,609
Gross margin		6,080			26,443		-		32,523
SG&A		6,888			23,847		-		30,735
Loss on sale of property, plant, and equipment		30			130		-		160
Gain (loss) on sale of property, plant, and equipment		30			130		-		160
Operating (loss) income		(838	)		2,466		-		1,628

Total assets	$	15,046		$	124,247	$	31,566	$	170,859
Additions to PP&E	$	378		$	915	$	-	$	1,293

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The following information further disaggregates our sales to customers by major distribution channel and customer type for the twelve weeks ended April 19, 2024, and April 14, 2023, respectively.

Twelve weeks Ended April 19, 2024

Distribution Channel

Retail (a)

Foodservice (b)

Totals

Direct store delivery

2724,~~986~~039

Direct customer warehouse

1210,~~457~~370

Total Snack Food Products

4034,~~443~~409

Distributors

21,~~684~~317

11,~~715~~588

1412,~~399~~905

Total Frozen Food Products

21,~~684~~317

11,~~715~~588

1412,~~399~~905

Totals

4335,~~127~~726

11,~~715~~588

5447,~~842~~314

Twelve weeks Ended ~~January~~April 2014, 2023

Distribution Channel

Retail (a)

Foodservice (b)

Totals

Direct store delivery

3429,~~046~~053

Direct customer warehouse

1314,~~177~~553

Total Snack Food Products

4743,~~223~~606

Distributors

31,~~207~~276

1110,~~192~~628

1411,~~399~~904

Total Frozen Food Products

31,~~207~~276

1110,~~192~~628

1411,~~399~~904

Totals

5044,~~430~~882

1110,~~192~~628

6155,~~622~~510

(a)	Includes sales to food retailers, such as grocery retailers, warehouse club stores, and internet-based retailers.
(b)	Includes sales to foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, convenience stores, healthcare facilities and the military.

The following information further disaggregates our sales to customers by major distribution channel and customer type for the twenty-four weeks ended April 19, 2024, and April 14, 2023, respectively.

Twenty-four weeks Ended April 19, 2024

Distribution Channel	Retail (a)		Foodservice (b)		Totals
Direct store delivery	$	52,024	$	-	$	52,024
Direct customer warehouse		22,828		-		22,828
Total Snack Food Products		74,852		-		74,852

Distributors		4,001		23,303		27,304
Total Frozen Food Products		4,001		23,303		27,304

Totals	$	78,853	$	23,303	$	102,156

Twenty-four weeks Ended April 14, 2023 Distribution Channel	Retail (a)		Foodservice (b)		Totals
Direct store delivery	$	63,099	$	-	$	63,099
Direct customer warehouse		27,730		-		27,730
Total Snack Food Products		90,829		-		90,829

Distributors		4,483		21,820		26,303
Total Frozen Food Products		4,483		21,820		26,303

Totals	$	95,312	$	21,820	$	117,132

(a)	Includes sales to food retailers, such as grocery retailers, warehouse club stores, and internet-based retailers.
(b)	Includes sales to foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, convenience stores, healthcare facilities and the military.

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Note 5 – Income Taxes:

OnThe ~~March~~Company’s ~~27,~~effective ~~2020,~~tax ~~the~~rate ~~Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”)~~ was ~~enacted in response to the COVID-19 pandemic~~29.1% ~~The CARES Act, among other things, permits NOL carryovers~~ and ~~carrybacks to offset 100~~34.2% ~~of taxable income~~ for ~~taxable years beginning before January 1, 2021. In addition,~~ the ~~CARES~~second ~~Act~~quarter ~~allows~~of ~~NOLs~~fiscal ~~incurred in taxable~~ years ~~beginning~~2024 ~~after December 31, 2017,~~ and ~~before January 1~~2023, ~~2021 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes~~respectively. The ~~Company has filed a federal income~~ effective tax ~~return~~rate for ~~tax~~the ~~year~~second ~~2018~~quarter ~~(fiscal year 2019) and has carried back a taxable loss~~ of ~~$9,919~~ ~~to tax years 2014 (~~fiscal year ~~2015)~~2024 ~~and~~reflects ~~2015 (fiscal year 2016). Furthermore,~~ the ~~Company~~impact ~~also~~of ~~carried back~~ $~~21,687~~367 of ~~net operating loss from 2019 (fiscal year 2020) against any remaining taxable income of~~ tax ~~year 2015 (fiscal year 2016) and taxable income of tax years 2016 (fiscal year 2017) and 2017 (fiscal year 2018)~~benefit. ~~The carryback of net operating losses will also release $358 of research and development credits, which will become available for utilization in future years.~~

OnAs ~~December~~of 22April 19, ~~2017~~2024, ~~President~~the ~~Trump~~Company ~~signed~~did ~~into~~not ~~law~~have ~~the~~any ~~Tax~~valuation ~~Cuts~~allowance ~~and~~against ~~Jobs~~its ~~Act~~federal ~~(the~~net ~~“Tax~~deferred ~~Act”)~~tax assets. ~~Among~~Management ~~other significant changes,~~reevaluated the ~~Tax~~need ~~Act~~for ~~reduced~~a ~~the~~valuation ~~corporate~~allowance ~~federal~~at ~~income~~the ~~tax~~end ~~rate~~of ~~from~~2022 ~~35%~~and todetermined ~~21%.~~that ~~The~~some ~~carryback~~ of ~~NOLs~~its ~~from~~California ~~tax~~net ~~years~~operating ~~2018~~losses ~~and~~(“NOL”) ~~2019~~may ~~under~~not ~~the CARES~~be ~~Act~~utilized. toTherefore, a ~~pre-Tax~~valuation ~~Act~~allowance ~~years~~of $99 has ~~generated~~been anretained ~~income~~for ~~tax~~such ~~benefit~~portion of ~~$3,091 due to~~ the ~~difference~~California ~~in income tax rates~~NOL. ~~The~~As ~~release~~ of ~~research~~ ~~and~~April ~~development~~19, ~~credits~~2024, ~~has~~the ~~generated~~Company anhad ~~income~~NOL ~~tax~~carryforwards ~~benefit~~ of approximately $~~358.~~0 ~~These~~for ~~income~~federal ~~tax~~and ~~benefits~~$5,000 ~~have~~for ~~been~~state ~~recorded~~purposes. inThe ~~the~~state ~~income tax~~loss ~~provision~~carryforwards ~~for~~will ~~fiscal~~expire ~~year~~at ~~2020~~various dates through 2040.

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The Company’s effective tax rate was 29.2% and 29.9% for the first quarter of fiscal years 2024 and 2023, respectively. The effective tax rate for the first quarter of fiscal year 2024 reflects the impact of $510 of tax expense.

As of January 26, 2024, the Company did not have any valuation allowance against its federal net deferred tax assets. Management reevaluated the need for a valuation allowance at the end of 2022 and determined that some of its California NOL may not be utilized. Therefore, a valuation allowance of $99 has been retained for such portion of the California NOL. As of January 26, 2024, the Company had net operating loss carryforwards of approximately $0 for federal and $5,000 for state purposes. The state loss carryforwards will expire at various dates through 2040.

Our federal income tax returns are open to audit under the statute of limitations for the fiscal years 2020 through 2022. We are subject to income tax in Texas and various other state taxing jurisdictions. Our state income tax returns are open to audit under the statute of limitations for the fiscal years 2019 through 2022.

Note 6 – Equipment Notes Payable and Financial Arrangements:

Revolving Credit Facility

On November 30, 2023, we entered into a fifth amendment to the credit agreement with Wells Fargo Bank, N.A. dated March 1, 2018, as amended, and also executed a revolving line of credit note pursuant to the amendment. The revolving line of credit note replaces the existing note that expired by its terms on November 30, 2023. Under the terms of this amendment and the revolving line of credit note, we may borrow up to $7,500 from time to time up to November 30, 2024, at an interest rate equal to (a) the daily simple secured overnight financing rate plus 2.0%, or if unavailable, (b) the prime rate, in each case as determined by the bank. The line of credit has an unused commitment fee of 0.35% of the available loan amount, payable on a quarterly basis. Amounts may be repaid and reborrowed during the term of the note. Accrued interest is payable on the first day of each month and the outstanding principal balance and remaining interest are due and payable on November 30, 2024.

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Equipment Note Payable

On December 26, 2018, we entered into a master collateral loan and security agreement with Wells Fargo Bank, N.A. (the “Original Wells Fargo Loan Agreement”) for up to $15,000 in equipment financing which was amended and expanded as detailed below. We subsequently entered into additional master collateral loan and security agreements with Wells Fargo Bank, N.A. on each of April 18, 2019, December 19, 2019, March 5, 2020, and April 17, 2020 (the Original Wells Fargo Loan Agreement and the subsequent agreements collectively referred to as the “Wells Fargo Loan Agreements”). Pursuant to the Wells Fargo Loan Agreements, we owe the amounts as stated in the table below.

~~Bridge~~The ~~Loan~~following table reflects major components of our revolving credit facility and equipment note payable as of April 19, 2024, and November 3, 2023, respectively.

OnSchedule ~~August 30, 2021, we entered into a loan commitment note for a bridge loan~~ of upLine ~~to $25,000 to obtain capital to pay off the existing equipment loans as they came out~~ of ~~the~~Credit ~~lock out period~~ and ~~could~~Equipment beNote prepaid. The outstanding principal balances of the bridge loan became due and payable in full one Federal Reserve business day after the closing of the real estate transactions contemplated under the Purchase and Sale Agreement dated March 16, 2020, as amended, between Bridgford Food Processing Corporation and CRG Acquisition, LLC (the “CRG Purchase Agreement”). We prepaid $18,653 in equipment loans utilizing proceeds from the new bridge loan. The Company evaluated the exchange under ASC 470 and determined that the exchange should be treated as a debt modification prospectively. The Company accounted for this transaction as a debt modification and did not incur any gain or loss relating to the modification. The debt modification did not meet the greater than ten percent test and was deemed not substantial. We prepaid and terminated the bridge loan and related loan commitment note on June 2, 2022, using $18,653 in proceeds from the gain on the sale of a land parcel in Chicago pursuant to the CRG Purchase Agreement.Payable

The following table reflects major components of our revolving credit facility and borrowing agreements as of January 26, 2024, and November 3, 2023, respectively.

	April 19, 2024			November 3, 2023

Revolving credit facility	$	-		$	-
Equipment note payable:
3.68% note due 04/16/27, out of lockout 04/17/22		3,401			3,831
Total debt		3,401			3,831
Less current debt		(1,061	)		(1,045	)
Total long-term debt	$	2,340		$	2,786

Schedule of Line of Credit and Borrowing Agreements

	January 26, 2024			November 3, 2023
Revolving credit facility	$	-		$	-
Equipment notes:
3.68% note due 04/16/27, out of lockout 04/17/22		3,660			3,831
Total debt		3,660			3,831
Less current debt		(1,052	)		(1,045	)
Total long-term debt	$	2,608		$	2,786

Loan Covenants

The Wells Fargo Loan Agreements and the credit agreement contain various affirmative and negative covenants that limit the use of funds and define other provisions of the loans. Material financial covenants are listed below, and the capitalized terms are defined in the applicable agreements:

● Total Liabilities divided by Tangible Net Worth not greater than 2.0 to 1.0 at each fiscal quarter end, ● Quick Ratio not less than 1.25 to 1.0 at each fiscal quarter end, and ● Fixed Charge Coverage Ratio not less than 1.25 to 1.0 at each fiscal quarter end.

As of ~~January~~April 2619, 2024, and November 3, 2023, the Company was in compliance with all covenants under the Wells Fargo Loan Agreements and ~~the~~ the credit agreement.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(dollars in thousands)

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements included within in this Report, and the information and documents incorporated by reference with this Report, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Report or incorporated by reference into this Report are forward-looking statements. These statements include, among other things, any predictions of earnings, revenues, expenses or other financial items; plans or expectations with respect to our business strategy; statements concerning industry trends; statements regarding anticipated demand for our products, or the products of our competitors; statements relating to manufacturing forecasts; statements relating to forecasts of our liquidity position or available cash resources; statements regarding operational challenges, including as a result of global supply chain disruptions and labor shortages; statements regarding inflationary pressures and the resulting impact on our results of operations; statements regarding new regulations related to federal income tax and the impact on our financial statements and cash flow; statements regarding the impact of the adoption of recent accounting pronouncements on our business; and statements relating to the assumptions underlying any of the foregoing. Throughout this Report, we have attempted to identify forward-looking statements by using words such as “may,” “believe,” “will,” “could,” “project,” “anticipate,” “expect,” “estimate,” “should,” “continue,” “potential,” “plan,” “forecasts,” “goal,” “seek,” “intend,” other forms of these words or similar words or expressions or the negative thereof (although not all forward-looking statements contain these words).

Such forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause our actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: general economic and business conditions; macroeconomic conditions, including global financial pressures, inflation, market volatility, and recessionary concerns; success of operating initiatives; development and operating costs; trends impacting the purchasing behavior of our customers and consumers; advertising and promotional efforts; adverse publicity; acceptance of new product offerings; consumer trial and frequency; changes in business strategy or development plans; availability, terms and deployment of capital; availability of qualified personnel; commodity, labor, and employee benefit costs; changes in, or failure to comply with, government regulations; weather conditions, including the effects of climate change and changes in the regulatory environment and consumer demand to mitigate these effects; construction schedules; the impact of the COVID-19 pandemic on our production facilities, supply chain, consumer demand, and cost of products sold; the impact of competitive products and pricing, and other factors referenced in this Report as well as in our other filings with the Securities and Exchange Commission (the “SEC”). ~~Commodity costs have and may continue to fluctuate due to political and economic conditions, including the ongoing conflict between Ukraine and Russia.~~ In addition, actual results may differ as a result of additional risks and uncertainties of which we are currently unaware or which we do not currently view as material to our business.

We have based our forward-looking statements on our current expectations and projections about trends affecting our business and industry and other future events. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. Assumptions relating to budgeting, marketing, and other management decisions are subjective in many respects and thus susceptible to interpretations and periodic revisions based on actual experience and business developments, the impact of which may cause us to alter our marketing, capital expenditure or other budgets, which may in turn affect our business, financial position, results of operations and cash flows. The reader is therefore cautioned not to place undue reliance on forward-looking statements contained herein and to consider other risks detailed more fully in our Annual Report on Form 10-K for the fiscal year ended November 3, 2023 (the “Annual Report”) as well as our other filings with the SEC with the understanding that our future results may be materially different from what we currently expect. The forward-looking statements we make speak only as of the date on which they are made. We expressly disclaim any intent or obligation to update any forward-looking statements after the date hereof to conform such statements to actual results or to changes in our opinions or expectations. If we do update or correct any forward-looking statements, readers should not conclude that we will make additional updates or corrections.

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Critical Accounting Policies and Management Estimates

The preparation of our Condensed Consolidated Financial Statements in conformity with generally accepted accounting principles in the United States of America requires management to make certain 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 revenues and expenses during the respective reporting periods. Some of the estimates needed to be made by management include the allowance for doubtful accounts, promotional and returns allowances, inventory reserves, the estimated useful lives of property and equipment, and the valuation allowance for the Company’s deferred tax assets. Actual results could materially differ from these estimates. We determine the amounts to record based on historical experience and various other assumptions that we view as reasonable under the circumstances and consider all relevant available information. The results of this analysis form the basis for our conclusion as to the value of assets and liabilities that are not readily available from other independent sources. Amounts estimated related to liabilities for self-insured workers’ compensation, employee healthcare and pension benefits are especially subject to inherent uncertainties and these estimated liabilities may ultimately settle at amounts which vary from our current estimates.

Current accounting principles require that our pension benefit obligation be measured using an internal rate of return (“IRR”) analysis to be included in the discount rate selection process. The IRR calculation for the Retirement Plan for Employees of Bridgford Foods Corporation is measured annually and based on the Citigroup Pension Discount Rate. The Citigroup Pension Discount Rate as of ~~January~~April 3130, 2024, was 5.0156% as compared to 5.96% as of November 3, 2023. The discount rate applied can significantly affect the value of the projected benefit obligation as well as the net periodic benefit cost.

Our credit risk is diversified across a broad range of customers and geographic regions. Losses due to credit risk have recently been immaterial. The ~~provision~~allowance for ~~doubtful~~credit losses on accounts receivable is based on historical trends and current collection risk. We have significant receivables with a couple of large, well-known customers which, although historically secure, could be subject to material risk should these customers’ operations suddenly deteriorate. We monitor these customers closely to minimize the risk of loss.

We record the cash surrender or contract value for life insurance policies as an adjustment of premiums paid in determining the expense or income to be recognized under the contract for the period.

We provide tax reserves for federal, state, local and international exposures relating to audit results, tax planning initiatives and compliance responsibilities. The development of these reserves requires judgments about tax issues, potential outcomes, and timing, and is a subjective estimate. Although the outcome of these tax audits is uncertain, in management’s opinion adequate provisions for income taxes have been made for potential liabilities, if any, resulting from these reviews. Actual outcomes may differ materially from these estimates.

We assess the recoverability of our long-lived assets on a quarterly basis or whenever adverse events or changes in circumstances or business climate indicate that expected undiscounted future cash flows related to such long-lived assets may not be sufficient to support the net book value of such assets. If undiscounted cash flows are not sufficient to support the recorded assets, we recognize an impairment to reduce the carrying value of the applicable long-lived assets to their estimated fair value.

We participate in “multiemployer” pension plans administered by labor unions on behalf of their employees. We pay monthly contributions to union trust funds, a portion of which is used to fund pension benefit obligations to plan participants. The contribution amount may change depending upon the ability of participating companies to fund these pension liabilities as well as the actual and expected returns on pension plan assets. Should we withdraw from the union and cease participation in a union plan, federal law could impose a penalty for additional contributions to the plan. The penalty would be recorded as an expense in the consolidated statement of operations. The ultimate amount of the withdrawal liability is dependent upon several factors including the funded status of the plan and contributions made by other participating companies.

We are subject to the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act (collectively, the “PPACA”). Requirements of the law include the removal of the lifetime limits on active and retiree medical coverage, expanding dependent coverage to age 26 and the elimination of pre-existing conditions that may impact other postretirement benefits costs. The PPACA law also includes a potential excise tax on the value of benefits that exceed a pre-defined limit. Fortunately, this potential tax has been indefinitely deferred and we do not see significant financial exposure. Finally, the PPACA includes provisions that require employers to offer health benefits to all full-time employees (defined as 30 hours per week). The health coverage must meet minimum standards for the actuarial value of the benefits offered and employee affordability. We believe that the current administration seems more likely to enhance the scope and coverage associated with PPACA than to repeal or significantly change this law. The recent legislative packages related to pandemic relief included some minor provisions that will impact health benefits in the future. These changes most prominently focus on the impact of surprise balance bills from out-of-network providers. Our health care plans as they exist in 2024 are compliant with all applicable regulations that currently exist. As we look to the future, we anticipate that future legislative action will impact the plans offered to active and retired participants. As we have done in the past, our executive team will continue to assess the accounting implications of the PPACA and potential future legislation to determine the impact on our financial position and results of operations. The potential future effects and cost of complying with the legislative changes are not currently determinable.

1416 of 2528

Customer Concentration > 20% of AR or >10% of Sales

	Walmart						Dollar General
	Sales			AR			Sales			AR
January 26, 2024		28.4	%		24.7	%		15.5	%		19.1	%
April 19, 2024		28.4	%		25.1	%		14.5	%		22.1	%
January 20, 2023		30.8	%		35.2	%		13.0	%		24.0	%
April 14, 2023		30.4	%		27.3	%		16.2	%		27.1	%

	Walmart						Dollar General
	Sales			AR			Sales			AR
April 19, 2024		28.4	%		25.1	%		13.3	%		22.1	%
April 14, 2023		30.8	%		27.3	%		20.1	%		27.1	%

Revenues are recognized in accordance with ASC 606 – Revenue from Contracts with Customers upon passage of title to the customer, typically upon product pick-up, shipment, or delivery to customers. Products are delivered to customers primarily through our own long-haul fleet, common carrier, or through a Company owned direct store delivery system.

Overview of Reporting Segments

We operate in two business segments – the processing and distribution of frozen food products (the Frozen Food Products segment), and the processing and distribution of snack food products (the Snack Food Products segment). For information regarding the separate financial performance of the business segments refer to Note 4 — Segment Information of the Notes to the Condensed Consolidated Financial Statements included in this Report. We manufacture and distribute an extensive line of food products, including biscuits, bread dough items, roll dough items, dry sausage products and beef jerky.

Frozen Food Products Segment

Our Frozen Food Products segment primarily manufactures and distributes biscuits, bread dough items, roll dough items and shelf stable sandwiches. All items within this segment are considered similar products and have been aggregated at this level. Our frozen food business covers the United States. Products produced by the Frozen Food Products segment are generally supplied to food service and retail distributors who take title to the product upon shipment receipt through Company-leased long-haul vehicles or ~~3rd~~third party logistic providers/carriers. We leverage relationships with regional sales managers, and we maintain a network of independent food service and retail brokers covering ~~most~~ most of the United States. Brokers are compensated on a commission basis. We believe that our brokers, in close cooperation with our regional sales managers, are a valuable asset providing significant new product and customer opportunities. Regional sales managers perform several significant functions for us, including identifying and developing new business opportunities and providing customer service and support to our distributors and end purchasers often with the assistance of our broker partners.

Snack Food Products Segment

Our Snack Food Products segment primarily distributes products manufactured by us. All items within this segment are considered similar products and have been aggregated at this level. The dry sausage division includes products such as jerky, meat snacks, sausage, and pepperoni products. Our Snack Food Products segment sells approximately 160 different items through a direct-store-delivery network and customer-owned distribution centers serving approximately 20,000 supermarkets, mass merchandise and convenience retail stores located in 50 states. These customers are comprised of large retail chains and smaller “independent” operators.

Products produced or distributed by the Snack Food Products segment are supplied to customers through either direct-store-delivery or direct delivery to customer warehouses. Product delivered using the Company-owned fleet direct to the store is considered a direct-store-delivery sale. In this case, we provide the service of setting up and maintaining the display and stocking our products. Products delivered to customer warehouses are distributed to the retail store and stocked by the customer where it is then sold to the end consumer.

1517 of 2528

Results of Operations for the Twelve Weeks Ended ~~January~~April 2619, 2024, and ~~January~~April 2014, 2023

Net Sales-Consolidated

Net sales decreased by $68,~~780~~196 (1114.08%) to $5447,~~842~~314 in the ~~first~~second twelve-week period of the 2024 fiscal year compared to the same twelve-week period in fiscal year 2023. The changes in net sales were comprised as follows:

Impact on Net Sales-Consolidated	%		$
Selling price per pound		-20.78		(~~1,793~~494	)
Unit sales volume in pounds		-613.83		(48,~~519~~193	)
Returns activity		-0.8		~~126~~(180	)
Promotional activity		-10.51		~~(594~~671	)
Decrease in net sales		-1114.08		(68,~~780~~196	)

Net Sales-Frozen Food Products Segment

Net sales in the Frozen Food Products segment ~~remained~~increased ~~unchanged~~by at$1,001 (8.4%) to $1412,~~399~~905 in the ~~first~~second twelve-week period of the 2024 fiscal year ~~compared~~ compared to the same twelve-week period in fiscal year 2023. The changes in net sales were comprised as follows:

Impact on Net Sales-Frozen Food Products	%		$
Selling price per pound		31.84		~~621~~197
Unit sales volume in pounds		-26.90		~~(475~~841	)
Returns activity		0.2		2927
Promotional activity		-10.18		(~~175~~64	)
No change in net sales		-		-
Increase in net sales		8.4		1,001

~~Although~~Net ~~net~~ sales for the ~~twelve-week~~Frozen ~~period~~Food ~~ended~~Products ~~January~~segment ~~26,~~increased ~~2024~~due ~~remained unchanged compared~~ to ~~the~~higher ~~same period in the prior year, lower~~ unit sales volume in pounds ~~was~~and ~~offset~~to bya lesser extent higher selling prices per pound ~~implemented~~compared ~~during~~to the ~~third~~same ~~quarter~~period ofin ~~fiscal~~the ~~2023~~prior year. Other institutional Frozen Food Products dollar sales, including sheet dough and rolls, increased 1611% and retail dollar sales volume ~~decreased~~increased by 161%. We believe demand ~~decreased~~increased due to ~~the~~continued ~~impact~~willingness by ofconsumers anto ~~inflationary~~visit ~~environment~~foodservice ~~on consumer spending habits~~establishments. Returns activity decreased compared to the same twelve-week period in the 2023 fiscal year. Promotional activity was ~~higher~~lower during the fiscal year 2024 period as a percentage of sales but higher in absolute dollars.

Net Sales-Snack Food Products Segment

Net sales in the Snack Food Products segment decreased by $69,~~780~~197 (1421.41%) to $4034,~~443~~409 in the ~~first~~second twelve-week period of the 2024 fiscal year compared to the same twelve-week period in fiscal year 2023. The changes in net sales were comprised as follows:

Impact on Net Sales-Snack Food Products	%		$
Selling price per pound		-41.85		(~~2,414~~692	)
Unit sales volume in pounds		-819.10		(49,~~044~~034	)
Returns activity		-0.1.3		97(207	)
Promotional activity		-10.47		~~(419~~736	)
Decrease in net sales		-1421.41		(69,~~780~~197	)

Net sales of Snack Food Products decreased due to lower unit sales volume in pounds through our direct-store-delivery distribution channel and lower selling prices per pound during the ~~first~~second quarter of fiscal year 2024. We believe demand decreased primarily due to inflationary pressures on consumer spending habits as consumers have pulled back on meat product purchases. The weighted average selling price per pound decreased compared to the same twelve-week period in the prior fiscal year due to changes in product mix. ~~Return~~Returns activity increased ascompared ato ~~percentage~~the ofsame ~~sales~~twelve-week ~~and~~period ~~decreased~~ in ~~absolute~~the ~~dollars~~2023 fiscal year. Promotional activity was ~~higher~~lower than the same twelve-week period in fiscal year 2023.

Cost of Products Sold and Gross Margin-Consolidated

Cost of products sold decreased by $53,~~752~~465 (128.97%) to $3836,~~804~~588 in the ~~first~~second twelve-week period of the 2024 fiscal year compared to the same twelve-week period in fiscal year 2023. The gross margin ~~increased~~decreased ~~slightly~~ to 2922.27% in the ~~first~~second twelve-weeks of fiscal year 2024 compared to to 27.78% in the same twelve-week period in fiscal year 2023.

Change in Cost of Products Sold by Segment

Consolidated %

Commodity $ Increase (Decrease)

Frozen Food Products Segment

~~(458~~18

)

-~~1.0~~

(~~139~~134

)

Snack Food Products Segment

(53,~~294~~483

)

-118.97

~~2,222~~658

Total

(53,~~752~~465

)

-128.97

~~2,083~~524

1618 of 2528

Cost of Products Sold-Frozen Food Products Segment

Cost of products sold in the Frozen Food Products segment ~~decreased~~increased by $~~458~~18 (40.32%) to $109,~~286~~496 in the ~~first~~second twelve-week period of the 2024 ~~fiscal~~ fiscal year compared to the same twelve-week period in fiscal year 2023. The cost of purchased flour decreased approximately $~~139~~134 in the ~~first~~ second twelve-week period of fiscal year 2024 compared to the same twelve-week period in fiscal year 2023. Gross overhead increased as a result of continued upward pressures on input costs impacted by inflation. ~~Lower~~Higher unit sales volume in ~~retail~~pounds contributed to the ~~decrease~~ inincrease in cost of goods sold partially offset by lower commodity costs.

Cost of Products Sold-Snack Food Products Segment

Cost of products sold in the Snack Food Products segment decreased by $53,~~294~~483 (1511.74%) to $2827,~~518~~092 in the ~~first~~second twelve-week period of the 2024 fiscal year compared to the same twelve-week period in fiscal year 2023 due to lower sales volume in our direct store delivery distribution channel. The cost of significant meat commodities increased approximately $~~2,222~~658 in the ~~first~~second twelve-week period of fiscal year 2024 ~~compared~~ compared to the same period in fiscal year 2023. We ~~decreased~~increased our net realizable value reserve by $~~267~~327 during the twelve weeks ended ~~January~~ ~~26,~~April 19, 2024, ~~to recognize inventory sold through on products already reserved~~ in ~~inventory as of year-end November 3, 2023 and in~~ consideration of higher ~~selling~~meat ~~prices~~commodity oncosts ~~historically~~and lower ~~margin~~gross ~~items~~margins. We maintain a net realizable reserve of $~~111~~385 on products as as of ~~January~~April 2619, 2024, after determining that the market value on some meat products could not cover the costs associated with completion and sale of the product.

Selling, General and Administrative Expenses-Consolidated

Selling, general and administrative expenses (“SG&A”) decreased by $~~767~~967 (46.95%) to $1513,~~027~~974 in the ~~first~~second twelve-week period of ~~fiscal~~ fiscal year 2024 compared to the same twelve-week period in the prior fiscal year. The table below summarizes the significant expense ~~increases~~ increases (decreases) included in this category:

	12 Weeks Ended					Expense
	January 26, 2024			January 20, 2023		Increase (Decrease)
	April 19, 2024			April 14, 2023		Increase (Decrease)
Wages and bonus	$	54,~~933~~814		$	65,~~782~~994	$	(~~849~~1,180	)
(Recovery on) provision for bad debt		(7	)		307		(314	)
Product advertising		2,318			2,576		(258	)
Product advertising		2,235			2,455		(220	)
Storage unit rental costs		682			459		223
Insurance expenses		459			244		215
Other SG&A		6,160			5,912		248
Other SG&A		6,407			6,006		401
Total - SG&A	$	13,974		$	14,941	$	(967	)
Total - SG&A	$	15,027		$	15,794	$	(767	)

Lower sales commissions due to lower sales volume in pounds resulted in lower wages and bonus expenses in the ~~first~~second twelve weeks of the 2024 fiscal year compared to the same period in the prior year. ~~The decrease in the provision for bad debt was mainly the result of recoveries of losses on older balances.~~ Costs for product advertising decreased mainly as a result of lower payments under brand licensing agreements in the Snack Food Products segment during the twelve weeks ended ~~January~~April 2619, 2024. ~~The~~Rent ~~increase~~for instorage ~~insurance expenses was driven by higher~~units ~~premiums~~that onhouse ~~property~~inventory ~~insurance and~~ increased ~~reserves~~due onto ~~aged~~inflationary ~~claims~~price pressure. None of the changes individually or as a group of expenses in “Other SG&A” were significant enough to merit separate disclosure. The major components comprising the increase of “Other SG&A” expenses were higher ~~healthcare~~vehicle maintenance costs, ~~legal~~healthcare ~~fees~~costs, ~~consulting~~legal fees and ~~vehicle~~consulting ~~repairs~~fees partially offset by lower fuel and workers’ ~~compensation~~ compensation costs.

Selling, General and Administrative Expenses-Frozen Food Products Segment

SG&A expenses in the Frozen Food Products segment decreased by $~~203~~20 (50.6%) to $3,~~441~~224 in the ~~first~~second twelve-week period of fiscal year 2024 compared to the same twelve-week period in the prior fiscal year. The overall decrease in SG&A expenses was due to lower product advertising and lower ~~provisions~~building ~~for~~and ~~bad~~equipment ~~debt~~repairs and maintenance.

Selling, General and Administrative Expenses-Snack Food Products Segment

SG&A expenses in the Snack Food Products segment decreased by $~~564~~947 (48.61%) to $1110,~~586~~750 in the ~~first~~second twelve-week period of fiscal year 2024 ~~compared~~ compared to the same twelve-week period in the prior fiscal year. Most of the decrease was due to lower wages and bonuses, decreased fees paid under brand licensing agreements, ~~lower~~business travel, postage expenses and ~~lower~~ workers’ compensation costs partially offset by higher vehicle repairs, property insurance expenses and ~~higher~~fuel ~~outside storage fees~~costs.

1719 of 2528

Income Taxes-Consolidated

Income tax for the twelve weeks ended ~~January~~April 2619, 2024, and ~~January~~April 2014, 2023, respectively, was as follows:

	January 26, 2024			January 20, 2023
	April 19, 2024			April 14, 2023
Provision for income taxes	$	510		$	398
(Benefit on) provision for income taxes	$	(877	)	$	164
Effective tax rate		29.21	%		2934.92	%

We recorded a ~~provision~~benefit for income taxes of $~~510~~877 ~~and $398~~ for the twelve-week period ended ~~January~~April 2619, 2024, and ~~January~~a 20provision for income taxes of $164 for the twelve-week period ended April 14, 2023, ~~respectively,~~ related to federal and state taxes, based on the Company’s expected annual effective tax rate. The effective income tax rate differed from the applicable mixed statutory rate of approximately 26.4% due to non-deductible meals and entertainment, non-taxable gains and losses on life insurance policies, and state income taxes.

Results of Operations for the Twenty-Four Weeks Ended April 19, 2024, and April 14, 2023

Net Sales-Consolidated

Net sales decreased by $14,976 (12.8%) to $102,156 in the twenty-four-week period ended April 19, 2024, compared to the same period twenty-four-week period in fiscal year 2023. The changes in net sales were comprised as follows:

Impact on Net Sales-Consolidated	%		$
Selling price per pound		-2.0		(2,590	)
Unit sales volume in pounds		-9.7		(12,411	)
Returns activity		-0.3		(54	)
Promotional activity		-0.8		79
Decrease in net sales		-12.8		(14,976	)

Net Sales-Frozen Food Products Segment

Net sales in the Frozen Food Products segment increased by $1,001 (3.8%) to $27,304 in the twenty-four-week period ended April 19, 2024, compared to the same twenty-four-week period in fiscal year 2023. The changes in net sales were comprised as follows:

Impact on Net Sales-Frozen Food Products	%		$
Selling price per pound		2.7		818
Unit sales volume in pounds		1.2		365
Returns activity		0.2		56
Promotional activity		-0.3		(238	)
Increase in net sales		3.8		1,001

The increase in net sales for the twenty-four-week period ended April 19, 2024, primarily relates to higher selling prices per pound coupled with a higher unit sales volume in pounds. The increase in net sales was primarily driven by an increase in volume to institutional customers and an increase in selling prices due to price increases implemented during the fourth quarter of fiscal year 2023. Other institutional Frozen Food Products sales, including sheet dough and rolls, increased 13% by volume while retail sales volume decreased by 11%. Returns activity decreased compared to the same twenty-four-week period in the 2023 fiscal year. Promotional activity was higher as a percentage of sales.

Net Sales-Snack Food Products Segment

Net sales in the Snack Food Products segment decreased by $15,977 (17.6%) to $74,852 in the twenty-four-week period ended April 19, 2024, compared to the same twenty-four-week period in fiscal year 2023. The changes in net sales were comprised as follows:

Impact on Net Sales-Snack Food Products	%		$
Selling price per pound		-3.5		(3,408	)
Unit sales volume in pounds		-13.1		(12,776	)
Returns activity		-0.7		(110	)
Promotional activity		-0.3		317
Decrease in net sales		-17.6		(15,977	)

Net sales of Snack Food Products decreased due to lower unit sales volume in pounds through our direct-store-delivery distribution channel and lower selling prices per pound during the twenty-four weeks ended April 19, 2024. We believe demand decreased primarily due to inflationary pressures on consumer spending habits as consumers have pulled back on meat product purchases. The weighted average selling price per pound decreased compared to the same twenty-four-week period in the prior fiscal year due to changes in product mix. Returns activity compared to the same twenty-four-week-period in the 2023 fiscal year. Promotional activity during the fiscal year 2024 period was higher as a percentage of sales but lower in absolute dollars.

20 of 28

Cost of Products Sold and Gross Margin-Consolidated

Cost of products sold decreased by $9,217 (10.9%) to $75,392 in the twenty-four-week period ended April 19, 2024, compared to the same twenty-four-week period in fiscal year 2023. The gross margin decreased to 26.2% during the fiscal year 2024 period compared to 27.8% in the comparable fiscal year.

Change in Cost of Products Sold by Segment	$			%		Commodity $ Increase (Decrease)
Frozen Food Products Segment		(441	)		-0.5		(273	)
Snack Food Products Segment		(8,776	)		-10.4		2,880
Total		(9,217	)		-10.9		2,607

Cost of Products Sold-Frozen Food Products Segment

Cost of products sold in the Frozen Food Products segment decreased by $441 (2.2%) to $19,782 in the first twenty-four-week period of the 2024 fiscal year compared to the same twenty-four-week period in fiscal year 2023. Changes in the product mix and lower commodity costs were the primary contributing factors to this decrease. The cost of purchased flour decreased approximately $273 in the first twenty-four-week period of fiscal year 2024 compared to the same twenty-four-week period in fiscal year 2023.

Cost of Products Sold-Snack Food Products Segment

Cost of products sold in the Snack Food Products segment decreased by $8,776 (13.6%) to $55,610 in the first twenty-four-week period of the 2024 fiscal year compared to the same twenty-four-week period in fiscal year 2023 due to lower sales volume in our direct store delivery distribution channel. The decrease in cost of goods sold due to the volume decrease was partially offset by an increase in the cost of meat commodities of approximately $2,880 in the twenty-four-week period of fiscal year 2024 compared to the same period in fiscal year 2023 due to higher pressure on the commodity market. We increased our net realizable value reserve by $60 during the twenty-four weeks ended April 19, 2024, in consideration of higher meat commodity costs and lower gross margins. We maintain a net realizable reserve of $385 on products as of April 19, 2024, after determining that the market value on some meat products could not cover the costs associated with completion and sale of the product.

Selling, General and Administrative Expenses-Consolidated

Selling, general and administrative expenses decreased by $1,734 (5.6%) to $29,001 in the twenty-four-week period ended April 19, 2024, compared to the same twenty-four-week period in the prior fiscal year. The table below summarizes the significant expense increases (decreases) included in this category:

	24 Weeks Ended					Expense
	April 19, 2024			April 14, 2023		Increase (Decrease)
Wages and bonus	$	10,748		$	12,776	$	(2,028	)
Product advertising		3,875			4,323		(448	)
Provision for bad debt		(132	)		195		(327	)
Insurance expense		855			606		249
Storage unit rental costs		1,322			1,086		236
Vehicle repairs		885			652		233
Outside consultants		1,252			1,075		177
Workers’ compensation costs		287			449		(162	)
Other SG&A		9,909			9,573		336
Total - SG&A	$	29,001		$	30,735	$	(1,734	)

Lower sales commissions resulted in lower wages and bonus expenses in the first twenty-four weeks of the 2024 fiscal year compared to the same period in the prior year. Costs for product advertising decreased mainly as a result of lower payments under brand licensing agreements in the Snack Food Products segment during the twenty-four weeks ended April 19, 2024. The decrease in the provision for bad debt was mainly the result of recoveries of losses on older balances. The increase in insurance expenses was driven by higher premiums on property insurance and increased reserves on aged claims. Rent for storage units that house inventory increased due to inflationary price pressure. Vehicle repairs and maintenance on vehicles have increased compared to the prior year period mainly due to an aging fleet. Outside consulting costs increased due to higher advisory services, inspection and product testing fees. Workers’ compensation costs decreased due to favorable trends in claims experience in the current fiscal year. None of the changes individually or as a group of expenses in “Other SG&A” were significant enough to merit separate disclosure. The major components comprising the increase of “Other SG&A” expenses were higher travel expenses and overnight postage and lower other income.

Selling, General and Administrative Expenses-Frozen Food Products Segment

SG&A expenses in the Frozen Food Products segment decreased by $222 (3.2%) to $6,666 in the first twenty-four-week period of fiscal year 2024 compared to the same twenty-four-week period in the prior fiscal year. The overall decrease in SG&A expenses was due to lower vehicle repairs and maintenance, fuel and computer maintenance and workers’ compensation costs partially offset by higher healthcare costs.

21 of 28

Selling, General and Administrative Expenses-Snack Food Products Segment

SG&A expenses in the Snack Food Products segment decreased by $1,512 (6.3%) to $22,335 in the first twenty-four-week period of fiscal year 2024 compared to the same twenty-four-week period in the prior fiscal year. Most of the decrease was due to the significantly lower unit sales volume in pounds and the corresponding decrease in wages and bonus.

Income Taxes-Consolidated

Income tax for the twenty-four weeks ended April 19, 2024, and April 14, 2023, respectively, was as follows:

	April 19, 2024			April 14, 2023
(Benefit on) provision for income taxes	$	(367	)	$	562

Effective tax rate		27.7	%		34.2	%

We recorded a benefit for income taxes of $367 for the twenty-four-week period ended April 19, 2024, and a provision for income taxes of $562 for the twenty-four-week period ended April 14, 2023, related to federal and state taxes, based on the Company’s expected annual effective tax rate. The effective income tax rate differed from the applicable mixed statutory rate of approximately 26.4% due to non-deductible meals and entertainment, non-taxable gains and losses on life insurance policies and state income taxes.

Liquidity and Capital Resources

~~The~~On ~~principal~~November ~~source~~30, of2023, ~~our~~we ~~operating~~entered ~~cash~~into ~~flow~~a isfifth ~~cash~~amendment ~~receipts~~to ~~from~~ the ~~sale~~credit ofagreement ~~our~~with ~~products,~~Wells ~~net~~Fargo ~~of costs to manufacture~~Bank, ~~store~~N.A., ~~market~~ and ~~deliver~~also ~~such~~executed ~~products.~~a ~~We normally fund our operations from cash balances and cash flow generated from operations. However, on June~~new 1,revolving ~~2022,~~line weof ~~received~~credit ~~approximately~~note ~~$60,000~~pursuant into ~~gross proceeds, from~~ the ~~closing of the sale of real property located at 170 N~~amendment. ~~Green~~Under ~~Street in Chicago pursuant to~~ the terms of ~~the~~this ~~Purchase~~amendment and ~~Sale Agreement dated March 16, 2020, as amended, between Bridgford Food Processing Corporation and CRG Acquisition, LLC (~~the ~~“CRG Purchase Agreement”). Additionally, we have maintained a~~ revolving line of ~~credit~~ ~~with Wells Fargo Bank, N.A. pursuant to the terms of the~~ credit ~~agreement dated March 1~~note, ~~2018,~~we may asborrow ~~amended~~up to ~~date. We borrowed an aggregate of~~ $187,~~000~~500 ~~under~~from ~~such~~time ~~revolving~~to ~~line~~time ofup ~~credit~~to ~~from~~November ~~inception through January 24~~30, ~~2022~~2024. ~~The~~As ~~line~~ of ~~credit~~April ~~was paid off on June 7~~19, ~~2022~~2024, ~~using~~we had $181,~~000~~061 ~~in proceeds from the sale~~ of ~~real~~current ~~property~~debt aton ~~170~~equipment loans, N.$66,238 ~~Green Street. The revolving line~~ of ~~credit~~net ~~continued in~~working ~~effect~~capital ~~per~~and ~~its terms until November 30~~$7,500 ~~2023,~~available ~~when~~under itour ~~was replaced with a new~~ revolving line of credit ~~as described below. Further, we entered into a bridge loan~~ with Wells Fargo Bank, N.A. onRefer ~~August 30, 2021, for up~~ to ~~$25,000,~~Note of6 ~~which we used $18,653~~ to ~~pay~~the ~~off a~~Condensed ~~portion~~Consolidated ofFinancial ~~our~~Statements ~~existing~~included ~~equipment~~within ~~loans~~this asReport ~~they~~for ~~came~~further ~~out of the lock out period and could be prepaid~~information. WeThe ~~prepaid~~Company ~~and terminated the~~was ~~bridge~~in ~~loan~~compliance onwith ~~June~~all 2,loan ~~2022,~~covenants ~~using~~as ~~$18,653 in proceeds from the sale~~ of ~~real~~April ~~property~~19, ~~at 170 N~~2024. ~~Green Street.~~

OnAll ~~November~~of 30our operating segments have been impacted by inflation, ~~2023~~including higher costs for labor, wefreight ~~entered~~and ~~into~~specific amaterials. ~~fifth~~We expect ~~amendment~~this trend to ~~the~~continue ~~credit~~through ~~agreement~~the ~~with~~remainder ~~Wells~~of ~~Fargo~~fiscal ~~Bank,~~year N2024.A. Additionally, ~~and~~commodity ~~also~~costs ~~executed~~have aand ~~new~~may ~~revolving~~continue to ~~line~~fluctuate ofdue ~~credit~~to ~~note~~both ~~pursuant~~political toand economic conditions, including the ~~amendment~~ongoing conflict between Ukraine and Russia. ~~Under~~Despite ~~the~~higher commodity ~~terms~~costs oflike ~~this~~we ~~amendment~~experienced in fiscal year 2022 and again in the ~~revolving~~first ~~line~~and second quarters of ~~credit~~fiscal ~~note~~2024, we may ~~borrow~~not be upable to ~~$7,500~~increase ~~from~~our ~~time~~product prices in a timely manner or sufficiently to ~~time~~offset upsuch increased commodity or other costs due to consumer ~~November~~price 30sensitivity, ~~2024.~~pricing Asin relation to competitors and the reluctance of ~~January~~retailers ~~26,~~to ~~2024,~~accept wethe ~~had~~price ~~$1,052~~increase. Instances of ~~current~~higher ~~debt~~interest onrates, ~~equipment~~general ~~loans~~price inflation or deflation, ~~$67~~raw materials costs,~~747~~ labor shortages or supply chain ofissues ~~net~~could ~~working~~adversely ~~capital~~affect the Company’s financial results and ~~$7,500~~its liquidity. Higher product prices could potentially lower demand for our product and decrease volume. Management believes there are various options available ~~under~~to generate additional liquidity to repay debt or fund operations such as mortgaging real estate, should that be necessary. Our ability to increase liquidity will depend upon, among other things, our ~~revolving~~business ~~line~~plans and the performance of ~~credit~~operating ~~with~~divisions ~~Wells~~and ~~Fargo~~economic ~~Bank,~~conditions Nof capital markets.A. ~~Refer~~If we are unable to increase liquidity through mortgaging real estate or additional borrowing, or generate positive cash flow necessary to fund operations, we may not be able to compete successfully, which could negatively impact our business, operations, and financial condition. With the ~~Notes~~cash expected to be generated from the Company’s operations, we anticipate that ~~Condensed~~we ~~Consolidated~~will ~~Financial~~maintain ~~Statements~~sufficient ~~included~~liquidity ~~within~~to ~~this~~operate ~~Report~~our business for ~~further~~at ~~information.~~least ~~The~~the ~~Company~~next ~~was~~twelve inmonths. ~~compliance~~We ~~with~~will ~~all loan~~continue ~~covenants~~to asmonitor the impact of ~~January~~inflation 26and interest rate volatility on our liquidity and, ~~2024~~if necessary, take action to preserve liquidity and ensure that our business can operate during these uncertain times.

~~Despite higher~~22 ~~commodity costs like we experienced in fiscal year 2022 and again in the first quarter~~ of fiscal 2024, we may not be able to increase our product prices in a timely manner or sufficiently to offset such increased commodity costs due to consumer price sensitivity, pricing in relation to competitors and the reluctance of retailers to accept the price increase. Instances of higher interest rates, labor shortages or supply chain issues could result in material changes in the Company’s liquidity. Higher product prices could potentially lower demand for our product and decrease volume. Management believes there are various options available to generate additional liquidity to repay debt or fund operations such as mortgaging real estate, should that be necessary. Our ability to increase liquidity will depend upon, among other things, our business plans and the performance of operating divisions and economic conditions of capital markets. If we are unable to increase liquidity through mortgaging real estate or additional borrowing, or generate positive cash flow necessary to fund operations, we may not be able to compete successfully, which could negatively impact our business, operations, and financial condition. With the cash expected to be generated from the Company’s operations, we anticipate that we will maintain sufficient liquidity to operate our business for at least the next twelve months. We will continue to monitor the impact of inflation and interest rate volatility on our liquidity and, if necessary, take action to preserve liquidity and ensure that our business can operate during these uncertain times.28

Cash flows from operating activities for the ~~twelve~~twenty-four weeks ended:

	January 26, 2024			January 20, 2023
	April 19, 2024			April 14, 2023
Net income	$	1,235		$	932
Net (loss) income	$	(960	)	$	1,081
Adjustments to reconcile net income to net cash used in operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		13,~~545~~106			13,~~448~~027
(Recoveries on) provision for losses on accounts receivable		(7132	)		~~187~~195
Increase in promotional allowances		891			751
(Decrease) increase in promotional allowances		(639	)		1,067
Gain on sale of property, plant, and equipment		-			(72	)
(Gain) loss on sale of property, plant, and equipment		(2	)		160
Changes in operating working capital		(~~4,367~~371	)		(54,~~873~~233	)
Net cash used in operating activities	$	(703	)	$	(2,627	)
Net cash provided by operating activities	$	1,002		$	1,297

18For the twenty-four weeks ended April 19, 2024, net cash provided by operating activities was $1,002, $295 less cash used than during the same period in fiscal year 2023. The decrease in net cash provided by operating activities primarily relates to a decrease in accounts receivable of 25$2,962 and a decrease in inventory of $1,298, partially offset by a net loss of $960 and an increase in prepaid expenses and other current assets of $1,373. During the twenty-four-week period ended April 19, 2024, we did not contribute towards our defined benefit pension plan. Plan funding strategies may be adjusted depending upon economic conditions, investment options, tax deductibility, or recent legislative changes in funding requirements.

~~For~~Our ~~the~~cash ~~twelve~~conversion ~~weeks~~cycle ~~ended~~(defined ~~January~~as ~~26,~~days ~~2024,~~of ~~net~~inventory ~~cash~~and ~~used~~trade inreceivables ~~operating~~less ~~activities~~days ~~was~~of ~~$703,~~trade ~~$1,924~~payables ~~less~~outstanding) ~~cash~~was ~~used~~equal ~~than~~to ~~during~~91 days for the ~~same~~twenty-four-week period in ~~fiscal~~ended ~~year~~April ~~2023~~19, 2024. The ~~decrease~~increase in ~~net~~the cash ~~used~~conversion incycle ~~operating~~from ~~activities~~80 ~~primarily~~days ~~relates~~for tothe antwenty-four-week period ~~increase~~ended inApril ~~accounts receivable of $2~~14,~~329~~ ~~and~~2023 anto ~~increase~~91 indays ~~prepaid~~was ~~expenses~~mainly ~~and~~due ~~other~~to ~~current~~higher ~~assets~~average ofdays ~~$1,953,~~in ~~partially~~inventory ~~offset~~and byhigher ~~net~~days ~~income~~sales ofoutstanding. ~~$1,235~~We ~~and lower inventories~~have ofincreased ~~$1,298.~~credit ~~During~~terms ~~the~~to ~~twelve~~Wal-~~week~~Mart ~~period~~from ~~ended~~45 ~~January~~days ~~26,~~to ~~2024,~~65 wedays ~~did~~during ~~not~~the ~~contribute~~first ~~towards~~quarter ~~our~~of ~~defined~~fiscal ~~benefit~~year ~~pension~~2024 ~~plan.~~with ~~Plan funding~~no ~~strategies~~changes ~~may~~to beterms ~~adjusted~~during ~~depending~~the ~~upon~~second ~~economic~~quarter ~~conditions,~~of ~~investment~~fiscal ~~options,~~year ~~tax deductibility, or recent legislative changes in funding requirements~~2024.

~~Our~~Cash ~~cash~~flows conversion cycle (defined as days of inventory and trade receivables less days of trade payables outstanding) was equal to 84 days for the twelve-week period ended January 26, 2024. The increase in the cash conversion cycle from 78investing ~~days~~activities for the ~~twelve~~twenty-~~week~~four ~~period ended~~weeks ~~January 20, 2023 to 84 days was mainly due to higher average days in inventory. We have increased credit terms to Wal-Mart from 45 days to 65 days during the first quarter of fiscal year 2024.~~ended:

Cash flows from investing activities for the twelve weeks ended:

	April 19, 2024			April 14, 2023
Proceeds from sale of property, plant, and equipment	$	2		$	161
Additions to property, plant, and equipment		(1,869	)		(1,293	)
Net cash used in investing activities	$	(1,867	)	$	(1,132	)

	January 26, 2024			January 20, 2023
Proceeds from sale of property, plant, and equipment	$	-		$	72
Additions to property, plant, and equipment		(1,860	)		(259	)
Net cash used in investing activities	$	(1,860	)	$	(187	)

Expenditures for property, plant and equipment include the acquisition of equipment, upgrading of facilities to maintain operating efficiency and investments in cost effective technologies to lower costs. In general, we capitalize the cost of additions and improvements and expense the cost for repairs and maintenance. We may also capitalize costs related to improvements that extend the life, increase the capacity, or improve the efficiency of existing machinery and equipment. Specifically, capitalization of upgrades of facilities to maintain operating efficiency include acquisitions of machinery and equipment used on packaging lines and refrigeration equipment used to process food products.

The table below highlights additions to property, plant and equipment for the ~~twelve~~twenty-four weeks ended:

	January 26, 2024		January 20, 2023
	April 19, 2024		April 14, 2023
Changes in projects in process	$	~~1,039~~445	$	5824
Direct store delivery and sales vehicles		~~476~~1,053		~~186~~514
Packaging lines		-		564
Computer hardware and software		345		-
Processing equipment		-		15
Quality control		-		103
Additions to property, plant, and equipment	$	1,860	$	259
Processing equipment		26		66
Furniture and fixtures		-		22
Additions to property, plant, and equipment	$	1,869	$	1,293

Cash flows from financing activities for the ~~twelve~~twenty-four weeks ended:

	January 26, 2024			January 20, 2023
	April 19, 2024			April 14, 2023
Payment of lease and right-of-use obligations	$	(~~327~~623	)	$	(~~279~~255	)
Proceeds from borrowings under revolving credit facilities		-			-
Repayment of bank borrowings		(431	)		(492	)
Repayment of bank borrowings		(170	)		(248	)
Net cash used in financing activities	$	(1,054	)	$	(747	)
Net cash used in financing activities	$	(497	)	$	(527	)

Our stock repurchase program was approved by our Board of Directors in November 1999 and was expanded in June 2005. Under the stock repurchase program, we are authorized, at the discretion of management and our Board of Directors, to purchase up to an aggregate of 2,000,000 shares of our common stock on the open market. As of ~~January~~April 2619, 2024, 120,113 shares remained authorized for repurchase under the program.

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Revolving Credit Facility

Equipment Notes Payable

On each of December 26, 2018, April 18, 2019, December 19, 2019, March 5, 2020, and April 17, 2020 ~~(collectively referred to as the “Wells Fargo Loan Agreements”)~~, we entered into master collateral loan and security agreements with Wells Fargo Bank, N.A. Pursuant to the Wells Fargo Loan Agreements (collectively referred to as the “Wells Fargo Loan Agreements”), we owe the amounts as stated as equipment notes in the table below.

19The following table reflects major components of 25our revolving credit facility and equipment note payable as of April 19, 2024, and November 3, 2023, respectively.

Bridge Loan

	April 19, 2024			November 3, 2023

Revolving credit facility	$	-		$	-
Equipment note payable:
3.68% note due 04/16/27, out of lockout 04/17/22		3,401			3,831
Total debt		3,401			3,831
Less current debt		(1,061	)		(1,045	)
Total long-term debt	$	2,340		$	2,786

On August 30, 2021, we entered into a loan commitment note for a bridge loan of up to $25,000 to obtain capital to pay off the existing equipment loans as they came out of the lock out period and could be prepaid. The outstanding principal balances of the bridge loan became due and payable in full one Federal Reserve business day after the closing of the real estate transactions contemplated under the CRG Purchase Agreement. We prepaid $18,653 in equipment loans utilizing proceeds from the new bridge loan. The Company evaluated the exchange under ASC 470 and determined that the exchange should be treated as a debt modification prospectively. The Company accounted for this transaction as a debt modification and did not incur any gain or loss relating to the modification. The debt modification did not meet the greater than ten percent test and was deemed not substantial. We prepaid and terminated the bridge loan and related loan commitment note on June 2, 2022, using $18,653 in proceeds from the gain on the sale of a land parcel in Chicago pursuant to the CRG Purchase Agreement.

The following table reflects major components of our revolving credit facility and borrowing agreements as of January 26, 2024, and November 3, 2023, respectively.

	January 26, 2024			November 3, 2023
Revolving credit facility	$	-		$	-
Equipment notes:
3.68% note due 04/16/27, out of lockout 04/17/22		3,660			3,831
Total debt		3,660			3,831
Less current debt		(1,052	)		(1,045	)
Total long-term debt	$	2,608		$	2,786

Loan Covenants

The Company was in compliance with all covenants under the Wells Fargo Loan Agreements and the credit agreement as of ~~January~~April 2619, 2024 and November 3, 2023.

~~All of~~24 ~~our operating segments have been impacted by inflation, including higher costs for labor, freight, and specific materials. We expect this trend to continue through the remainder~~ of fiscal year 2024. Management is of the opinion that the Company’s financial position and its capital resources are sufficient to provide for its operating needs and capital expenditures for the remainder of fiscal year 2024. However, future volatility of general price inflation or deflation and raw material cost and availability could adversely affect our financial results.28

Recently issued accounting pronouncements and regulations

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (ASC 326), which provides guidance on measurement of credit losses on financial instruments. This ASU adds a current expected credit loss impairment model to GAAP that is based on expected losses rather than incurred losses whereby a broader range of reasonable and supportable information is required to be utilized in order to derive credit loss estimates. The effective date of the new guidance as amended by ASU No. 2019-10 is fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The ~~Company~~adoption ~~analyzed the impact~~ of ~~adopting~~ASU ~~this~~No. ~~standard~~2019 did ~~and does~~ not ~~expect the adoption to~~ have a material or significant impact on its Consolidated Financial Statements as it has been our policy to estimate and record credit losses on trade accounts receivable.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting – Improvements to Reportable Segments Disclosures. The amendments enhance disclosures of significant segment expenses by requiring to disclose significant segment expenses regularly provided to the chief operating decision maker (CODM), extend certain annual disclosures to interim periods, and permit more than one measure of segment profit or loss to be reported under certain conditions. The amendments are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption of the amendment is permitted, including adoption in any interim periods for which financial statements have not been issued. The Company is currently evaluating the guidance and its impact to the financial statements.

In March 2024, the SEC adopted rules to develop standardized climate-related disclosures by publicly traded companies including the emission of greenhouse gases. The rules are currently effective for the Company in the fiscal years beginning in 2027. However, as a result of pending legal challenges, the actual timing of effectiveness of the rules and applicable phase-in periods, as well as whether portions of the rules remain in effect after the legal challenges, are uncertain. The Company is currently evaluating the guidance and its impact on the financial statements.

Off-Balance Sheet Arrangements

We are not engaged in any “off-balance sheet arrangements” within the meaning of Item 303(b) of Regulation S-K.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not required for smaller reporting companies.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to help ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, regulations and forms, and that such information is collected and communicated to our management, including our Chairman of the Board and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Our management, with the participation and under the supervision of our Chairman of the Board and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this Report. Based on this evaluation, the Chairman of the Board and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Report.

Our management, including our Chairman of the Board and Chief Financial Officer, does not expect that our disclosure controls and internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving our stated goals under all potential future conditions; over time, a control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

We maintain and evaluate a system of internal accounting controls, and a program designed to provide reasonable assurance that our assets are protected and that transactions are performed in accordance with proper authorization and are properly recorded. This system of internal accounting controls is continually reviewed and modified in response to evolving business conditions and operations and to recommendations made by our independent registered public accounting firm. We have established a code of conduct. Our management believes that the accounting and internal control systems provide reasonable assurance that assets are safeguarded, and financial information is reliable.

25 of 28

The Audit Committee of the Board of Directors meets regularly with our financial management and counsel, and with the independent registered public accounting firm engaged by us. Internal accounting controls and the quality of financial reporting are discussed during these meetings. The Audit Committee has discussed with the independent registered public accounting firm matters required to be discussed by Statement of Auditing Standards No. 16 (Communication with Audit Committees). In addition, the Audit Committee and the independent registered public accounting firm have discussed the independent registered public accounting firm’s independence from our Company and its management, including the matters in the written disclosures required by Public Company Accounting Oversight Board Rule 3526 “Communicating with Audit Committees Concerning Independence”.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal controls over financial reporting other than those discussed above that occurred during the fiscal quarter ended ~~January~~April 2619, 2024, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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Part II. Other Information

Item 1. Legal Proceedings

From time to time, we are involved in various legal proceedings, disputes, and other claims arising in the ordinary course of business. Although the results of these ordinary course matters cannot be predicted with certainty, we currently believe that the final outcome of these ordinary course matters will not, individually or in the aggregate, have a material adverse effect on our business, results of operations, financial condition, or cash flows. However, regardless of the merit of the claims raised or the outcome, these ordinary course matters can have an adverse impact on us as a result of legal costs, diversion of management’s time and resources, and other factors.

Item 1A. Risk Factors

The risk factors listed in Part I “Item 1A. Risk Factors” in the Annual Report should be considered with the information provided elsewhere in this Report, which could materially adversely affect our business, financial condition, or results of operations.

~~Item 5.~~26 ~~Other~~of ~~Information~~28

As previously reported in the Form 8-K filed on January 9, 2024, the Company is holding its 2024 annual meeting of shareholders (the “2024 Annual Meeting”) on March 27, 2024. Because the scheduled date of the 2024 Annual Meeting represents a change of more than 30 days from the anniversary of the Company’s 2023 annual meeting of shareholders, the deadlines for shareholders to propose actions for consideration or to nominate individuals to serve as directors at the 2024 Annual Meeting previously set forth in the Company’s 2023 proxy statement are no longer applicable. As disclosed in the Form 8-K, the deadline for shareholder proposals for inclusion in the proxy statement and form of proxy in compliance with Rule 14a-8 of the Exchange Act as well as the deadline for shareholder nominations for directors or to bring proposals before the 2024 Annual Meeting in accordance with the Company’s advance notice provisions contained in the Company’s bylaws was January 19, 2024.

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Item 6. Exhibits

Incorporated by Reference

Exhibit Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Filed Herewith

3.1

Restated Articles of Incorporation, as amended

10-K

000-02396

3.41

1/18/19

3.2

Amended and Restated Bylaws

10-K

000-02396

3.7

2/9/18

31.1

Certification of Principal Executive Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Principal Financial Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Principal Executive Officer).

32.2*

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Principal Financial Officer).

101.INS

Inline XBRL Instance Document.

101.SCH

Inline XBRL Taxonomy Extension Schema Document.

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104

Cover Page Interactive Data File (formatted as Inline XBRL and Contained in Exhibit 101).

*Furnished herewith.

2327 of 2428

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

	BRIDGFORD FOODS CORPORATION
	(Registrant)
Dated: March 8, 2024	By:	/s/ Cindy Matthews-Morales
Dated: May 31, 2024	By:	/s/ Cindy Matthews-Morales
		Cindy Matthews-Morales
		Chief Financial Officer, Secretary
		(Duly Authorized Officer, Principal Financial and Accounting Officer)

2428 of 2428

Filing Compare · BRIDGFORD FOODS CORP