2021 Annual Report Final.pdf 2 3/18/22 2:54 PM
Bridgford Foods Corporation
Transfer Agent and Registrar
1601 S. Good Latimer Expressway
Continental Stock Transfer
Dallas, Texas 75226
Phone (214) 428-1535
www.bridgford.com
Major Operating Facilities
Anaheim, California
Chicago, Illinois
Dallas, Texas
Statesville, North Carolina
& Trust Company
1 State Street, 30th Floor
New York, NY 10004
1-800-509-5586
Independent Accountants
Baker Tilly US, LLP
Irvine, California
A N N UA L R EP O R T 2 0 21
©2022 Bridgford Foods Corp. YW 048-1315
Form 10-K
DIRECTORS
OFFICERS
DIVISION MANAGERS
Todd C. Andrews
Baron R.H. Bridgford II
Former Vice President and Controller,
President
Cindy Matthews–Morales
Superior Foods Division
Michael W. Bridgford
Chairman
William L. Bridgford
Vice President, and Chairman
of the Executive Committee
Chris Cole
Senior Vice President
Bob Delong
Vice President,
Information Technologies
Raymond F. Lancy
Executive Vice President,
Chief Financial Officer,
Treasurer and member of
the Executive Committee
Corporate Secretary
and Controller
Christian Quigley
Vice President
John V. Simmons
Vice President, and member
of the Executive Committee
Baron R. H. Bridgford
President,
Bridgford Foods of Illinois
Blaine K. Bridgford
President,
Monty Griffith
Vice President,
Bridgford Foods of North Carolina
Brandon Bridgford
Bakery Manager,
Dallas - Frozen-Rite Division
Jeffrey D. Robinson
Bakery Manager,
Anaheim - Bread Division
Public Storage, Inc.
Allan L. Bridgford
Consultant, Former Chairman
of the Executive Committee
William L. Bridgford
Vice President, and Chairman
of the Executive Committee
Raymond F. Lancy
Executive Vice President,
Chief Financial Officer,
Treasurer and member of
the Executive Committee
Keith A. Ross
President,
KR6, Inc.
Mary Schott
Consultant,
Financial Services
D. Gregory Scott
Managing Director,
Peak Holdings, LLC
John V. Simmons
Vice President
2021 Annual Report Final.pdf 1 3/18/22 2:54 PM
TO OUR SHAREHOLDERS
Our 2021 fiscal year was a year of tremendous growth and opportunity. It was also a
year full of challenges. Sales during the fiscal year reached a record level and were up
21.4% over the prior year at $240,430,000. The Company reported an overall pre-tax
loss of $7,282,000, equal to $0.80 per share. The loss after taxes was $5,503,000,
equal to $0.61 per share. We believe that the many adjustments we made while
dealing with the challenges we were presented in 2021 have positioned us to
experience further growth and a return to profitability in 2022.
We are sad to report that on October 6, 2021, we lost a very important member of the
Bridgford Foods family. Former Chief Financial Officer and President Robert E. “Bob”
Schulze passed away at the age of 86. Bob faithfully served Bridgford Foods for 40
years before retiring in 2004, and he will be greatly missed by all of us.
SALES AND MARKETING HIGHLIGHTS
Our Chicago Dry Sausage and Meat Snack division continued its rapid growth in 2021.
Although shipments to our Direct Store Delivery (DSD) routes were cut back a bit in the
latter half of 2021 due to rising commodity costs and limited ingredient supply, the
division still managed to post an impressive 26.5% increase in sales in 2021 at
$198,920,000. This is by far the highest sales total ever achieved by the division.
We built on the momentum gained in 2020 as consumers frequented grocery stores and
discounters more often than in years past largely due to the impact the COVID-19
pandemic had on shopping trends. Our relationships with our customers have never
been stronger, and we are confident that this will lead to further growth in the years
to come. In addition to a solid performance by our DSD routes, the division sold $5.8
million to convenience store customers, a market that we were not in just two years ago.
The Bridgford Professional Angling team had a great year. Despite the ongoing
pandemic, the team participated in 45 tournaments and achieved 13 top ten finishes.
As a team, our wrapped boats and rigs drove more than 267,000 miles while traveling
across the country, garnering us valuable advertising impressions as we traveled.
In terms of advertising, our team conservatively reached 27 million consumers with our
wrapped vehicles, which are estimated to have a retainability rate over 5 times higher
than traditional advertising mediums. Our team has accumulated 180,000 followers on
social media and our team captain, Randy Blaukat, has single-handedly generated
almost 7 million YouTube views. Our collaboration with the Wild West Bass Trail and its
APEX Pro Cup Series has been a valuable tool in growing our brand in the west, and
we’re looking forward to continued collaboration with the organization.
In the Frozen Food division, we wrapped up the year with sales of $41,510,600, a gain
of 0.7% over the prior year. The division was still feeling the effects of the COVID-19
pandemic, but we are very happy that we retained nearly all our customers and
remained profitable during the year. Although volume is still lagging behind where it
was in our 2019 fiscal year, our overall customer count remains high, and new business
opportunities continue to come our way. The reopening of most schools in 2021 greatly
contributed to the increase in sales last year. The individually-wrapped biscuits and rolls
we developed specifically for the schools were well received, and we saw many new
sales materialize as a result of us introducing these new items to the trade. While the
foodservice industry is still not completely back to pre-pandemic status, we are
optimistic that the landscape will continue to improve, likely resulting in an even better
year for us in 2022. Our retail business remained strong in 2021 as gains realized in
2020 carried over to 2021. We believe this was due to many consumers trying our
products for the first time during the rush on grocery stores directly after the beginning
of the pandemic. People tried our products, and they liked them, so they decided to
keep buying them. As the 2021 fiscal year wound down, the biggest supply-chain
challenge we faced concerned securing packaging materials for the many products we
make. Unfortunately, it appears this will be something we have to deal with through at
least the first two quarters of our 2022 fiscal year.
OPERATIONS
For the second consecutive year, commodity prices soared. Our bread division paid
about $450,000 more for key ingredients than it paid in 2020, and our meat snack
division spent a whopping $12.7 million more for its key ingredients than in the prior
year. The 21.4% increase in sales across both divisions contributed somewhat to
the increase in spending on commodities, but even without an increase in sales,
both divisions would have felt a tremendous impact caused by the higher cost of
commodities throughout the year. Both divisions reacted by raising their prices and/or
reducing some package sizes, with certain product categories having their prices raised
twice as a result of the record high commodity prices experienced in 2021. As we begin
our 2022 fiscal year, flour prices remain extremely high. Beef and pork prices are
starting to show signs of relief, but beef in particular remains uncharacteristically high.
Our new state-of-the art meat processing facility in Chicago is fully operational, and it is
producing the highest quality meat snacks available in the marketplace with improved
efficiency and consistency. Our management team in Chicago continues to do a superb
job of managing record high demands for our products, record high employee head
count, and the challenges that come with high meat prices, limited labor availability,
and ingredient and supply shortages.
FINANCIAL MATTERS
Our working capital totaled $44,638,000 at October 29, 2021, $2,091,000 (4.9%)
higher than at the beginning of the fiscal year, and our working capital ratio increased
to 2.7 to 1 at October 29, 2021, compared to 2.6 to 1 at October 30, 2020.
The increase in working capital was mainly due to refinancing existing equipment loans
to a bridge loan which eliminated the principal amount due and reduced interest rates.
We did not contribute toward our defined benefit pension plan during the 2021 fiscal
year. The defined benefit plan was frozen in the 3rd quarter of 2006 and replaced with
a 401(k) defined contribution plan.
We maintain a line of credit with Wells Fargo Bank which was increased to $25,000,000
on December 1, 2021 with an unused commitment fee of 0.25% of the available loan
amount. The amended line of credit expires March 1, 2023. The Company borrowed
$12,000,000 under this line of credit during fiscal 2021 which was still outstanding
as of October 29, 2021. The Company borrowed an additional $4,000,000 under the
line of credit in increments of $2,000,000 on November 1, 2021 and December 16,
2021, respectively.
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 equipment financing (as amended) to expand our Chicago facility. Pursuant to the
Original Wells Fargo Loan Agreement, we borrowed a total of $33,450,000 over
several years through April 17, 2020. The outstanding balance of these loans after
conversion to bridge loan (described below) was $14,741,000 at October 29, 2021.
On August 30, 2021, we entered into a bridge loan of up to $25,000,000 which we
plan to use to pay off the existing equipment loans as they come out of the lock out
period and are eligible to be prepaid. The outstanding balance of these loans was
$10,328,000 at October 29, 2021.
Shareholders’ equity totaled $74,978,000, an increase of $3,732,000 (5.2%)
compared to the end of the prior year. Net loss from operations before taxes and other
income (expense) was $8,239,000 for the fiscal year ended October 29, 2021.
Our frozen defined benefit pension plan recognized a gain of $11,992,000 in
Shareholders’ equity. This gain resulted primarily from an increase in the Citigroup
Pension Liability Index from 2.45% in fiscal year 2020 to 2.58% in fiscal year 2021.
This rate is used to compute the present value of our defined benefit pension obligations.
We did not repurchase any shares of the Company’s common stock during 2020.
Approximately 120,000 shares of the Company’s common stock remain available for
repurchase under the 2 million share repurchase plan previously authorized by the
Board of Directors. Shareholders’ equity per share was $8.26 at October 29, 2021
compared to $7.85 at October 30, 2020.
Management assessed the effectiveness of the Company’s internal control over
financial reporting for the fiscal year ended October 29, 2021. We believe our control
systems remain effective. Management’s Report on Internal Controls over Financial
Reporting is included in the Form 10-K report. No significant weaknesses in internal
accounting control, to the extent identified, were unresolved at the conclusion of the
2021 fiscal year.
SUMMARY
The last two fiscal years have been unlike any our company has ever seen. Internally,
we like to refrain from using words like “problem” when faced with difficult situations;
we prefer to use the word “opportunity.” When facing circumstances that seem difficult
and troublesome, we do our best to turn those situations into opportunities for us to
communicate better with our customers and employees and to potentially find a better
way to handle a situation than we might have previously chosen. 2021 was full of
opportunities, and we believe we met those opportunities with clarity and sound
judgment. We have improved our operational efficiency, significantly increased our
sales, and raised our prices so that we can swiftly return to, and stay at, a state of
profitability. It is also notable that there are presently ten members of the Bridgford
family’s 4th generation working in key roles throughout the organization, and they are
spread out across the country handling a wide variety of responsibilities across all our
divisions. We are excited to grow and improve in 2022! Thank you for your continued
support of Bridgford Foods.
Respectfully,
February 15, 2022
Michael W. Bridgford
Chairman
Baron R.H. Bridgford II
President
Raymond F. Lancy
Chief Financial Officer
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended October 29, 2021
Commission file number: 000-02396
BRIDGFORD FOODS CORPORATION
(Exact name of Registrant as specified in its charter)
California
(State of incorporation)
95-1778176
(I.R.S. Employer Identification No.)
1707 South Good-Latimer Expressway
Dallas, Texas 75226
(Address of principal executive offices)
(214) 428-1535
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock
Trading Symbol(s)
BRID
Name of each exchange on which registered
Nasdaq Global Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:1407) No (cid:1409)
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes (cid:1407) No
(cid:1409)
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 (cid:1409) No (cid:1407)
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 (cid:1409) No (cid:1407)
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. (Check one):
Large accelerated filer (cid:1407)
Non-accelerated filer (cid:1409)
Accelerated filer (cid:1407)
Smaller reporting company (cid:1409)
Emerging growth company (cid:1407)
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. (cid:1407)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:1407) No (cid:1409)
Indicate by check mark whether the registrant has filed a report on and attestation of the effectiveness of its internal control over
financial reporting under Section 404(b) of Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by registered public accounting firm that prepared
or issued its audit report (cid:1407)
The aggregate market value of voting stock held by non-affiliates of the registrant on April 16, 2021 was $26,203,000.
As of January 25, 2022, there were 9,076,832 shares of common stock outstanding.
Documents incorporated by reference. None.
INDEX TO FORM 10-K
PART I
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Consolidated Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services
PART IV
Item 15. Exhibits and Financial Statement Schedules
Item 16. Form 10-K Summary
SIGNATURES
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Item 1. Business (dollars in thousands)
PART I
This Annual Report on Form 10-K (this “Report”) contains certain forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and Bridgford
Foods Corporation intends that such forward-looking statements be subject to the safe harbors created thereby. Readers are cautioned
that such statements, which may be identified by words including “anticipates,” “believes,” “intends,” “estimates,” “expects,” and
similar expressions, are only predictions or estimations and are subject to known and unknown risks and uncertainties. These forward-
looking statements include, but are not limited to, statements regarding the following: general economic and business conditions; the
impact of competitive products and pricing; success of operating initiatives; development and operating costs; 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; supply chain constraints and resulting cost pressures, changes in, or failure to comply with, government regulations;
weather conditions; construction schedules; relationships with customers and suppliers; statements regarding the anticipated impact
of the COVID-19 pandemic; and other factors referenced in this Report.
The forward-looking statements included herein are based on current expectations that involve a number of risks and
uncertainties. These forward-looking statements are based on assumptions regarding our business, which involve judgments with
respect to, among other things, future economic and competitive conditions, and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond our control. Although we believe that the assumptions underlying the
forward-looking statements are reasonable, actual results may differ materially from those set forth in the forward-looking statements.
In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information
should not be regarded as representation by us or any other person that the objectives or plans of our company will be achieved. The
forward-looking statements contained herein speak as of the date of this Report and we undertake no obligation to update such
statements after the date hereof.
COVID-19
We are monitoring and responding to the evolving nature of state and local government actions related to the COVID-19
pandemic and its impact on each of our production plant locations as well as our customer base. We coordinate with our local managers
for the primary purpose of maintaining the health and safety of our team members, ensuring our ability to operate our processing
facilities, and maintaining the liquidity of our business. We continue to experience multiple challenges related to the pandemic. These
challenges may continue to increase our operating costs and negatively impact our sales volumes.
Operationally, we have faced temporary idling of production facilities to ensure team member safety. As a result, we have
experienced lower levels of productivity and higher costs of production. This will likely continue at least for the short term until the
effects of the pandemic diminish. Both of our business segments have experienced a shift in demand from foodservice to retail. During
the second, third and fourth quarters of fiscal year 2021, the Frozen Food Products segment has seen a lessening of pandemic related
restrictions on food service venues. In our Frozen Food Products segment, the recent sales volume increases in foodservice have not
been sufficient to offset the losses in retail and as a result, we experienced decreased unit sales volume during fiscal 2021 in this segment.
However, we were able to implement price increases on our products to cover higher input costs. Our Snack Food Products segment has
experienced significant sales volume increases and commodity cost increases caused in part by supply and demand constraints related
to reopening the economy from pandemic restrictions. The cost of significant meat commodities increased approximately $12,692 and
the cost of purchased flour increased approximately $445 during fiscal year 2021 compared to fiscal year 2020.
(cid:404)(cid:3)(cid:55)(cid:72)(cid:68)(cid:80)(cid:3)(cid:48)(cid:72)(cid:80)(cid:69)(cid:72)(cid:85)(cid:86)(cid:3)– The health and safety of our team members is our top priority. To protect our team members, we have
implemented safety measures recommended by the Centers for Disease Control and Prevention (“CDC”) and the Occupational Safety
and Health Administration (“OSHA”) in our facilities and have implemented social distancing, temperature checks of team members,
increased efforts to deep clean and sanitize facilities, the use of protective face coverings in certain environments, and making protective
face coverings and other protective equipment available to team members. We encourage team members who feel sick to stay at home
and provide relaxed attendance policies in some instances. We continue to explore and implement additional ways to promote social
distancing in our production facilities by creating additional breakroom space and allowing extra time between shifts to reduce
interaction of team members, as well as erecting dividers between workstations or increasing the space between workers on the
production floor.
(cid:404)(cid:3) (cid:38)(cid:88)(cid:86)(cid:87)(cid:82)(cid:80)(cid:72)(cid:85)(cid:86)(cid:3) (cid:68)(cid:81)(cid:71)(cid:3) (cid:51)(cid:85)(cid:82)(cid:71)(cid:88)(cid:70)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3) – The most significant impact from business shutdowns relates to channel shifts and lower
production in our Frozen Food Products segment. We are committed to doing our best to ensure the continuity of our business and the
availability of our products to customers. During the last three quarters of fiscal 2021, we have started to see a shift in demand from our
retail to our foodservice sales channels as schools and in-dining restaurants begin to reopen across the country. Our production
capabilities, including our large scale and geographic proximities, allow us to adapt some of our facilities to the changing demand by
shifting certain amounts of production from retail to foodservice. In addition, our production facilities were experiencing varying levels
of production impacts, including reduced volumes, worker absenteeism and temporary COVID-19-related closures at some of our
production facilities and may continue to experience these impacts.
3
(cid:404)(cid:3)(cid:54)(cid:88)(cid:83)(cid:83)(cid:79)(cid:92)(cid:3)(cid:38)(cid:75)(cid:68)(cid:76)(cid:81)(cid:3)– Our supply chain has stayed largely intact. Although we have experienced some minor disruptions, these
events have not significantly impacted our production to date. We have experienced volatility in commodity inputs, in part due to impacts
caused by COVID-19 related business disruptions, and we expect this volatility to continue, which may impact our future input costs.
Commodity costs increased approximately $13,137 during fiscal year 2021 compared to fiscal year 2020.
(cid:404)(cid:3)(cid:44)(cid:81)(cid:86)(cid:88)(cid:85)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:38)(cid:36)(cid:53)(cid:40)(cid:54)(cid:3)(cid:36)(cid:70)(cid:87)(cid:3)– Although we maintain insurance policies for various risks, we believe most COVID-19 impacts
will not be covered by these policies. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”)
was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, includes provisions relating to refundable
payroll tax credits, deferral of the employer portion of social security payments, and expanded income tax net operating loss carryback
provisions. While we continue to examine the potential impacts of these actions, we anticipate new regulations related to federal income
tax will have a significant impact on our financial statements and cash flow. Late in the second quarter of fiscal 2020 we began
implementing the deferral of the employer portion of social security payments and intend to continue this deferral for the duration of its
availability which will have a favorable impact on short-term liquidity. The deferral amount as of October 29, 2021, is approximately
$1,511 with 50% due on December 31, 2021, and the remaining amount due on December 31, 2022.
(cid:404)(cid:3)(cid:47)(cid:76)(cid:84)(cid:88)(cid:76)(cid:71)(cid:76)(cid:87)(cid:92)(cid:3)– Operations used $5,992 in operating cash flows during the fifty-two weeks ended October 29, 2021. As of that
date, we had approximately $44,638 of net working capital and $3,000 available under our revolving line of credit. On December 1,
2021, we expanded the revolving line of credit to $25,000 until June 15, 2022, upon which the credit limit will return to $15,000 for the
balance of the term. Commodity price volatility or increases could adversely impact our business, financial condition including liquidity,
and results of operations. Despite higher commodity costs, we may not be able to increase our product prices in a timely manner or
sufficiently to offset increased commodity costs due to consumer price sensitivity, pricing in relation to competitors and the reluctance
of retailers to accept the price increase. Higher product prices could potentially lower demand for our product and decrease volume. As
of October 29, 2021, we have $1,065 of current debt on equipment loans. We entered into a bridge loan on August 30, 2021, for up to
$25,000 which we plan to use to pay off the existing equipment loans as they come out of the lock out period and may be prepaid. As
of October 29, 2021, we paid off $10,328 in equipment loans utilizing proceeds from the new bridge loan. 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, performance of operating
divisions, economic conditions of capital markets, or circumstances related to the COVID-19 global pandemic. If we are unable to
increase liquidity through mortgaging real estate, 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. Combined with the cash expected
to be generated from the Company’s operations, income tax refunds of $6,156, receivable on life insurance of $2,205 partially offset by
payment on deferral of social security taxes, we anticipate that we will maintain sufficient liquidity to operate our business for a
reasonable period of time. We will continue to monitor the impact of COVID-19 on our liquidity and, if necessary, take action to preserve
liquidity and ensure that our business can operate during these uncertain times.
Background of Business
Bridgford Foods Corporation (collectively with its subsidiaries, “Bridgford”, the “Company”, “we”, “our”), a California
corporation, was organized in 1952. We originally began operations in 1932 as a retail meat market in San Diego, California and evolved
into a meat wholesaler for hotels and restaurants, a distributor of frozen food products, a processor and packer of meat, and a
manufacturer and distributor of frozen food products for sale on a retail and wholesale basis. Currently, we are primarily engaged in the
manufacturing, marketing, and distribution of an extensive line of frozen and snack food products throughout the United States. We
have not been involved in any bankruptcy, receivership, or similar proceedings since inception nor have we been party to any merger,
acquisition, etc. or acquired or disposed of any material amounts of assets during the past five years other than those discussed in Item
7 of this Report. Substantially all of our assets have been acquired in the ordinary course of business.
Description of Business
Bridgford currently operates in two business segments - the processing and distribution of frozen food products and the processing
and distribution of snack food products. For information regarding the separate financial performance of the business segments refer to
Note 7 of the Notes to Consolidated Financial Statements included in this Report.
The following table shows sales, as a percentage of consolidated sales, for each business segment during the last two fiscal years:
Frozen Food Products
Snack Food Products
2021
2020
17%
83%
100%
21 %
79 %
100 %
We manufacture nearly all of our food products and distribute an extensive line of biscuits, bread dough items, roll dough items,
dry sausage products and beef jerky. Our direct store delivery network consists of non-refrigerated snack food products. Our frozen food
products division serves both food service and retail customers.
4
Although we have recently introduced several new products, most of these products have not contributed significantly to our
revenue growth for fiscal year 2021. Our sales are not subject to material seasonal variations. Historically we have been able to respond
quickly to the receipt of orders and, accordingly, do not maintain a significant sales backlog. Neither Bridgford nor its industry generally
has unusual demands or restrictions on working capital items. During the last fiscal year, we did not enter into any new markets or any
significant contractual or other material relationships other than amendments to the March 16, 2020 Purchase and Sale Agreement with
CRG Acquisition, LLC on each of February 1, 2021, April 28, 2021 and July 30, 2021, relating to the sale of a parcel of land including
an approximate 156,000 square foot four-story industrial building in Chicago, Illinois.
Availability of SEC Filings and Code of Conduct on Internet Website
We maintain an Internet website at www.bridgford.com. Available on this website, free of charge, are our annual reports on Form
10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments thereto, and reports filed under Section 16 of the
Securities Exchange Act of 1934 filed with the Securities and Exchange Commission. Our Code of Conduct is also available on the
website.
Product Distribution Methods
Our products are delivered to customers using several distinct distribution channels. The distribution channel utilized is dependent
upon the needs of our customers, the most efficient proximity to the delivery point, trade customs, and operating segment as well as
product type, life, and stability. Among our customers are many of the country’s largest broadline and specialty food service distributors.
These and other large-end purchasers occasionally go through extensive qualification procedures and our manufacturing capabilities are
subjected to thorough review by the end purchasers prior to our approval as a vendor. Large-end purchasers typically select suppliers
that can consistently meet increased volume requirements on a national basis during peak promotional periods. We believe that our
manufacturing flexibility, national presence, and long-standing customer relationships should allow us to compete effectively with other
manufacturers seeking to provide similar products to our current large food service end purchasers, although no assurances can be given.
The factors that contribute to higher or lower margins generated from each method of distribution depend upon the accepted
selling price, level of involvement by our employees in setting up and maintaining displays, distance traveled, and fuel consumed by
our company-owned fleet as well as freight and shipping costs depending on the distance the product travels to the delivery point.
Management is continually evaluating the profitability of product delivery methods, analyzing alternate methods, and weighing
economic inputs to determine the most efficient and cost-effective method of delivery to fulfill the needs of our customers.
Major Product Classes
Frozen Food Products
Our frozen food products division serves both food service and retail customers. We sell approximately 130 unique frozen food
products through approximately 770 wholesalers, cooperatives, and distributors.
Frozen Food Products – Food Service Customers
The food service industry is composed of establishments that serve food outside the home and includes restaurants, the food
operations of health care providers, schools, hotels, resorts, corporations, and other traditional and non-traditional food service outlets.
Growth in this industry has been driven by the increase in away-from-home meal preparation, which has accompanied the expanding
number of both dual income and single-parent households. Another trend within the food service industry is the growth in the number
of non-traditional food service outlets such as convenience stores, retail stores and supermarkets. These non-traditional locations often
lack extensive cooking, storage, or preparation facilities resulting in a need for pre-cooked and prepared foods similar to those we
provide. The expansion in the food service industry has also been accompanied by the continued consolidation and growth of broadline
and specialty food service distributors, many of which are long-standing customers. Orders from food service customers have started to
increase as schools and in-dining restaurants start to reopen across the United States in response to the COVID-19 pandemic restriction
changes.
Frozen Food Products – Retail Customers
The majority of our existing and targeted retail customers are involved in the resale of branded and private label packaged foods.
The same trends which have contributed to the increase in away-from-home meal preparation have also fueled the growth in easy to
prepare, microwaveable frozen and refrigerated convenience foods. Among the fastest growing segments is the frozen and refrigerated
hand-held foods market. This growth has been driven by improved product quality and variety and the increasing need for inexpensive
and healthy food items that require minimal preparation. Despite rapid growth, many categories of frozen and refrigerated hand-held
foods have achieved minimal household penetration. We believe we have been successful in establishing and maintaining supply
relationships with certain selected leading retailers in this market.
5
Frozen Food Products – Sales and Marketing
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. In addition to regional sales managers, we maintain a network of independent food service and retail brokers covering most of
the United States. Brokers are compensated on a commission basis. We believe that our broker relationships, 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 through the effective use of our broker network.
Our annual advertising expenditures are directed towards retail and institutional customers. These customers participate in various
special promotional and marketing programs and direct advertising allowances we sponsor. We also invest in general consumer
advertising in various periodicals, and coupons to advertise in major markets. We direct advertising toward food service customers with
campaigns in major industry publications and through our participation in trade shows throughout the United States. Our advertising
strategy includes our presence on social media and online distribution of promotional material.
Snack Food Products
During fiscal year 2021, our snack food products division sold approximately 170 different items through customer-owned
distribution centers and a direct-store-delivery network serving approximately 19,000 supermarkets, mass merchandise and convenience
retail stores located in 49 states.
Products produced or distributed by the Snack Food Products segment are supplied to customers through either direct delivery to
customer warehouses or direct-store-delivery to retail locations. We utilize customer managed warehouse distribution centers to lower
distribution cost. Product delivered to the customer’s warehouse is then distributed to the store where it is resold to the end consumer.
Our direct-store-delivery system focus emphasizes high quality service and supply of our premium branded product to our customers.
We also provide the service of setting up and maintaining the display and restocking our products.
Snack Food Products — Customers
Our customers are comprised of large retail chains and smaller “independent” operators. This part of our business is highly
competitive. Proper placement of our product lines is critical to selling success since most items could be considered “impulse” items
which are often consumed shortly after purchase. Our ability to sell successfully to this distribution channel depends on aggressive
marketing and maintaining relationships with key buyers.
Snack Food Products — Sales and Marketing
Snack food products are distributed across the United States. Regional sales managers perform several significant functions
including identifying and developing new business opportunities and providing customer service and support to our customers. We also
utilize the services of brokers, where appropriate, to support efficient product distribution and customer satisfaction. We sponsor a
fishing team which participates at the highest levels of both the Fishing League Worldwide (also known as the “FLW”) and Wild West
Bass Trail.
Product Planning and Research and Development
We continually monitor the consumer acceptance of each product within our extensive product line. Individual products are
regularly added to and deleted from our product line. Historically, the addition or deletion of any individual product has not had a
material effect on our operations at fiscal yearend. We believe that a key factor in the success of our products is our system of carefully
targeted research and testing of our products to ensure high quality and that each product matches an identified market opportunity. The
emphasis in new product introductions in the past several years has been in single-serve items. We are constantly searching to develop
new products to complement our existing product lines and improve processing techniques and formulas. We utilize an in-house test
kitchen and consultants to research and experiment with unique food preparation methods, improve quality control and analyze new
ingredient mixtures.
Competition
Our products are sold under highly competitive conditions. All food products can be considered competitive with other food
products, but we consider our principal competitors to include national, regional, and local producers and distributors of refrigerated,
frozen and non-refrigerated snack food products. Several of our competitors include large companies with substantially greater financial
and marketing resources than ours. Existing competitors may broaden their product lines and potential competitors may enter or increase
their focus on our markets, resulting in greater competition for us. We believe that our products compete favorably with those of our
competitors. Such competitors’ products compete against ours for retail shelf space, institutional distribution, and customer preference.
6
Effect of Government Regulations
Our operations are subject to extensive inspection and regulation by the United States Department of Agriculture (the “USDA”),
the Food and Drug Administration (the “FDA”), and by other federal, state, and local authorities regarding the processing, packaging,
storage, transportation, distribution, and labeling of products that we manufacture, produce and process. Our processing facilities and
products are subject to continuous inspection by the USDA and/or other federal, state, and local authorities. The USDA has issued strict
regulations concerning the control of listeria monocytogenes in ready-to-eat meat and poultry products and contamination by food borne
pathogens such as E. coli and salmonella and implemented a system of regulation known as the Hazard Analysis Critical Control Points
(“HACCP”) program. The HACCP program requires all meat and poultry processing plants to develop and implement sanitary operating
procedures and other program requirements. OSHA oversees safety compliance and establishes certain employer responsibilities to help
“assure safe and healthful working conditions” and keep the workplace free of recognized hazards or practices likely to cause death or
serious injury. We believe that we are currently in compliance with governmental laws and regulations and that we maintain the
necessary permits and licenses relating to our operations.
To date, federal, state, and local environmental laws, and regulations, including those relating to the discharge of materials into
the environment, have not had a material effect on our business.
Importance of Key Customers
Sales to Wal-Mart® comprised 35.7% of revenues in fiscal year 2021 and 5.5% of total accounts receivable was due from Wal-
Mart® as of October 29, 2021. Sales to Wal-Mart® comprised 36.9% of revenues in fiscal year 2020 and 19.8% of total accounts
receivable was due from Wal-Mart® as of October 30, 2020. Sales to Dollar General® comprised 14.5% of revenues in fiscal year 2021
and 35.9% of total accounts receivable was due from Dollar General® as of October 29, 2021. Sales to Dollar General® comprised
13.6% of revenues in fiscal year 2020 and 31.1% of total accounts receivable was due from Dollar General® as of October 30, 2020.
Sources and Availability of Raw Materials
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.
Most flour purchases are made at market price without contracts. We also purchase bulk flour under short-term fixed price
contracts at current market prices. The contracts are usually effective for a month or less and are not material to our operations. These
contracts are settled within a month’s time and no significant contracts remain open at the close of the reporting period. 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.
We continue to monitor the development of the COVID-19 pandemic and its impact on our operations including our supply chain
and labor force. The pandemic could potentially cause disruptions to our supply chain. Global supply may be restricted causing price
pressure on certain ingredients and raw materials used in our products which could disrupt our operations. We are unable to accurately
predict the uncertainties related to the future course of the COVID-19 pandemic including overall economic stability, the spread, length
and severity of the virus and any future governmental actions.
Employees
We had 699 employees (675 full-time employees) as of October 29, 2021, approximately 47% of whose employment relationship
is governed by collective bargaining agreements. These agreements currently expire between March 2022 and February 2024. We
believe that our relationship with all of our employees is favorable and that contracts will be settled favorably.
7
Item 1A. Risk Factors
In addition to the other matters set forth in this Report, the continuing operations and the price of our common stock are subject
to the following risks, each of which could materially adversely affect our business, financial condition, and results of operations. The
risks described below are only the risks that we currently believe are material to our business. However, additional risks not presently
known, or risks that are currently believed to be immaterial, may also impair our business operations.
We are subject to general risks in the food industry, including, among other things, risk relating to changes in consumer
preferences and product contamination as well as general economic conditions, any of which risks, if realized, could negatively
impact our operating results and financial position.
The food industry, and the markets within the food industry in which we compete, are subject to various risks, including the
following: evolving consumer preferences, nutritional and health-related concerns, federal, state, and local food inspection and
processing controls, consumer product liability claims, risks of product tampering, and the availability and expense of liability insurance.
The meat and poultry industries are subject to scrutiny due to the association of meat and poultry products with recent outbreaks of
illness, and on rare occasions even death, caused by food borne pathogens. Product recalls are sometimes required in the food industry
to withdraw contaminated or mislabeled products from the market. Additionally, the failure to identify and react appropriately to changes
in consumer trends, demands and preferences could lead to, among other things, reduced demand, and price reduction for our products.
Further, we may be adversely affected by changes in domestic or foreign economic conditions, including inflation or deflation, interest
rates, availability of capital markets, consumer spending rates, and energy availability and costs (including fuel surcharges). These and
other general risks related to the food industry, if realized by us, could have a significant adverse effect on demand for our products, as
well as the costs and availability of raw materials, ingredients, and packaging materials, thereby negatively affecting our operating
results and financial position.
Fluctuations in commodity prices and the availability of raw materials could negatively impact our financial results.
We purchase large quantities of commodity pork, beef, and flour. Historically, market prices for products we process have
fluctuated in response to a number of factors, including changes in the United States government farm support programs, changes in
international agricultural and trading policies, weather, and other conditions during the growing and harvesting seasons. Our operating
results are heavily dependent upon the prices paid for raw materials, as well as the available supply of commodities. The marketing of
our value-added products does not lend itself to instantaneous changes in selling prices. In addition, if we increase prices to offset higher
costs, we could experience lower demand for our products and sales volumes. Conversely, decreases in our commodity and other input
costs may create pressure on us to decrease our prices. Changes in selling prices are relatively infrequent and do not compare with the
volatility of commodity markets. Production and pricing of commodities, on the other hand, are determined by constantly changing
market forces of supply and demand over which we have limited or no control. Such factors include, among other things, weather
patterns throughout the world, outbreaks of disease, the global level of supply inventories and demand for grains and other feed
ingredients, as well as agricultural and energy policies of domestic and foreign governments. While fluctuations in significant cost
structure components, such as ingredient commodities and fuel prices, have had a significant impact on profitability over the last three
years, the impact of general price inflation on our financial position and results of operations has not been significant. However, current
inflationary market conditions may have a negative impact on future earnings. Future volatility of general price inflation or deflation
and raw material cost and availability could adversely affect our financial results.
We are subject to extensive government regulations and a failure to comply with such regulations could negatively impact
our financial results.
Our operations are subject to extensive inspection and regulation by the USDA, FDA and by other federal, state, and local
authorities regarding the processing, packaging, storage, transportation, distribution, and labeling of products that are manufactured,
produced, and processed by us. Our processing facilities and products are subject to continuous inspection by the USDA and/or other
federal, state, and local authorities. The USDA has issued strict regulations concerning the control of listeria monocytogenes in ready-
to-eat meat and poultry products and contamination by food borne pathogens such as E. coli and salmonella and implemented a system
of regulation known as the HACCP program. The HACCP program requires all meat and poultry processing plants to develop and
implement sanitary operating procedures and other program requirements. OSHA oversees safety compliance and establishes certain
employer responsibilities to help “assure safe and healthful working conditions” and keep the workplace free of recognized hazards or
practices likely to cause death or serious injury. We believe that we are currently in compliance with governmental laws and regulations
and that we maintain necessary permits and licenses relating to our operations.
A failure to obtain or a loss of necessary permits and licenses could delay or prevent us from meeting current product demand
and could adversely affect our operating performance. Furthermore, we are routinely subject to new or modified laws, regulations, and
accounting standards. If found to be out of compliance with applicable laws and regulations in these or other areas, we could be subject
to civil remedies, including fines, injunctions, recalls, or asset seizures, as well as potential criminal sanctions, any of which could have
a significant adverse effect on our financial results.
8
We depend on our key management, the loss of which could negatively impact our operations.
Our executive officers and certain other key employees have been primarily responsible for the development and expansion of
our business, and the loss of the services of one or more of these individuals could adversely affect us. Our success will be dependent
in part upon our continued ability to recruit, motivate, and retain qualified personnel. We cannot assure that we will be successful in this
regard. We have no employment or non-competition agreements with key personnel except for a consulting agreement with Allan L.
Bridgford that became effective October 30, 2021 after his retirement from employment with our company.
Labor shortages and increased turnover or increases in employee and employee-related costs could have adverse effects
on our profitability.
We have recently experienced increased labor shortages at some of our production facilities and other locations. While we have
historically experienced some level of ordinary course turnover of employees, the COVID-19 pandemic and resulting actions and
impacts have exacerbated labor shortages and increased turnover. A number of factors have had and may continue to have adverse
effects on the labor force available to us, including reduced employment pools, federal unemployment subsidies, including
unemployment benefits offered in response to the COVID-19 pandemic, and other government regulations, which include laws and
regulations related to workers’ health and safety, wage and hour practices and immigration. Labor shortages and increased turnover
rates within our team members have led to and could in the future lead to increased costs, such as increased overtime to meet demand
and increased wage rates to attract and retain employees and could negatively affect our ability to efficiently operate our production
facilities or otherwise operate at full capacity. An overall or prolonged labor shortage, lack of skilled labor, increased turnover or labor
inflation could have a material adverse impact on our operations, results of operations, liquidity or cash flows.
We depend on our major customers and any loss of such customers could have a negative impact on our profitability.
We could suffer significant reductions in revenues and operating income if we lost one or more of our largest customers, including
Wal-Mart® and Dollar General®, which accounted for 35.7% and 14.5%, respectively, of sales in fiscal year 2021. Many of our
customers, such as supermarkets, warehouse clubs, and food distributors have consolidated in recent years. Such consolidation has
produced large, sophisticated customers with increased buying power who are more capable of operating with reduced inventories while
demanding lower pricing and increased promotional programs. These customers also may use their shelf space for their own private
label products. Failure to respond to these trends could reduce our volume and cause us to lower prices or increase promotional spending
for our product lines which could adversely affect our profitability.
With more than 80% of our stock beneficially owned by the Bridgford family, there are risks that they can exert significant
influence or control over our corporate matters.
Members of the Bridgford family beneficially own, in the aggregate, more than 80% of our outstanding stock. In addition, four
members of the Bridgford family currently serve on the Board of Directors. As a result, members of the Bridgford family have the ability
to exert substantial influence or actual control over our management and affairs and over substantially all matters requiring action by
our shareholders, including amendments to by-laws, election and removal of directors, any proposed merger, consolidation or sale of all
or substantially all of our assets and other corporate transactions. This concentration of ownership may also delay or prevent a change
in control otherwise favored by our other shareholders and could depress our stock price. Additionally, as a result of the Bridgford
family’s significant ownership of the outstanding voting stock, we have relied on the “controlled company” exemption from certain
corporate governance requirements of the NASDAQ stock market. Therefore, among other things, we have elected not to implement
the rule that provides for a nominating committee to identify and recommend nominees to the Board of Directors and have instead
elected to have the full Board of Directors perform such function. Additionally, pursuant to this exemption, our compensation committee,
which is made up of independent directors, does not have sole authority to determine the compensation of our executive officers,
including our Chairman of the Board.
We participate in Multiemployer Pension Plans which could negatively impact our operations and profitability.
We participate in “multiemployer” pension plans administered by labor unions on behalf of their employees. We make monthly
contributions for healthcare and pension benefit obligations. 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. Volatility in
the capital markets or interest rates can impact the market value of plan assets and cause volatility in the net periodic benefit cost and
our future funding requirements. The exact amount of cash contributions made to the pension plans in any year is dependent upon a
number of factors, including minimum funding requirements. In addition, 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 continue to participate in other multiemployer
union plans. In the event of a full or partial withdrawal from these plans, the impact to our financial statements could be material.
9
Eminent domain and land risk regulations could negatively impact our financial results and financial position.
We own real property on which we operate our processing and/or our distribution operations. As is the case with any owner of
real property, we may be subject to eminent domain proceedings that can impact the value of investments we have made in real property
as well as potentially disrupt our business operations. If subject to eminent domain proceedings or other government takings, we may
not be adequately compensated.
The COVID-19 pandemic could negatively impact our operations and financial condition.
We have considered the impact of federal, state, and local government actions related to the COVID-19 pandemic on our
Consolidated Financial Statements. The business disruptions associated with the pandemic had a significant negative impact on our
Consolidated Financial Statements for the fiscal year ended October 29, 2021. We expect these events to have future business impacts,
the extent of which is uncertain and largely subject to whether the severity worsens, or the duration of current business shutdowns
continue. These impacts could include but may not be limited to risks and uncertainty related to shifts in demand between sales channels,
market volatility, constraints in our supply chain, our ability to operate production facilities and worker availability. These unknowns
may subject the Company to future risks related to long-lived asset impairments, increased reserves for uncollectible accounts, price
and availability of ingredients and raw materials used in our products and adjustments to reflect the market value of our inventory.
Item 1B. Unresolved Staff Comments
Not applicable.
Item 2. Properties
We own the following properties:
Property Location
Anaheim, California *
Dallas, Texas *
Dallas, Texas *
Dallas, Texas *
Dallas, Texas *
Statesville, North Carolina *
Chicago, Illinois ** (1)
Chicago, Illinois **
Building
Square
Footage
Acreage
100,000
94,000
30,000
16,000
3,200
42,000
156,000
177,000
5.0
4.0
2.0
1.0
1.5
8.0
1.5
8.0
- property used by Frozen Food Products Segment.
*
** - property used by Snack Food Products Segment.
(1) - demolition and sale pending.
We utilize the foregoing properties for processing, warehousing, distributing and administrative purposes. We also lease
warehouse and/or office facilities throughout the United States through month-to-month rental agreements. We believe that our
properties are generally adequate to satisfy our foreseeable needs. Additional properties may be acquired and/or plants expanded if
favorable opportunities and conditions arise.
Item 3. Legal Proceedings
No material legal proceedings were pending against us as of October 29, 2021, or as of the date of filing of this Report. We are
likely to be subject to claims arising from time to time in the ordinary course of our business. In certain of such actions, plaintiffs may
request punitive or other damages that may not be covered by insurance and, accordingly, no assurance can be given with respect to the
ultimate outcome of any such possible future claims or litigation or their effect on us. Any adverse litigation trends and outcomes could
significantly and negatively affect our financial results.
Item 4. Mine Safety Disclosures
Not applicable.
10
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
PART II
Common Stock and Dividend Data
Our common stock is traded on the Nasdaq Global Market under the symbol “BRID”.
As of January 25, 2022, there were 729 shareholders of record in our common stock.
The payment of future dividends, if any, will be at the discretion of our Board of Directors and will depend upon future earnings,
financial requirements, and other factors.
Unregistered Sales of Equity Securities
During the period covered by this Report, we did not sell or issue any equity securities that were not registered under the Securities
Act of 1933, as amended.
Repurchases of Equity Securities by the Issuer
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. During fiscal years 2021 and 2020, we did not repurchase any
shares of our common stock pursuant to our stock repurchase program previously authorized by the Board of Directors. As of October
29, 2021, 120,113 shares remained authorized for repurchase under the program.
Item 6. [Reserved]
11
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
For a complete understanding, this Management’s Discussion and Analysis of Financial Condition and Results of Operations
should be read in conjunction with the Consolidated Financial Statements and Notes to the Consolidated Financial Statements contained
in this Report.
Certain statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and
elsewhere in this Report constitute “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934 (refer to Part I., Item 1. Business for more information).
Results of Operations (in thousands except percentages)
Fiscal Year Ended October 29, 2021 (52 weeks) Compared to Fiscal Year Ended October 30, 2020 (52 weeks)
Net Sales-Consolidated
Net sales in fiscal year 2021 increased $42,460 (21.4%) when compared to the prior fiscal year. The changes in net sales were comprised
as follows:
Impact on Net Sales-Consolidated
Selling price per pound
Unit sales volume in pounds
Returns activity
Promotional activity
Increase in net sales
Net Sales-Frozen Food Products Segment
%
$
3.2
17.5
0.3
0.4
21.4
6,707
37,152
226
(1,625 )
42,460
Net sales in the Frozen Food Products segment in fiscal year 2021 increased $269 (0.7%) compared to the prior fiscal year. The changes
in net sales were comprised as follows:
Impact on Net Sales-Frozen Food Products
Selling price per pound
Unit sales volume in pounds
Returns activity
Promotional activity
Increase in net sales
%
$
3.4
-1.3
0.2
-1.6
0.7
1,540
(571 )
49
(749 )
269
The slight increase in net sales for fiscal year 2021 primarily relates to higher selling prices per pound partially offset by lower unit sales
volume. The increase in net sales was primarily driven by an increase in selling prices due to changes in product mix amid a decrease
in sales volume to retail customers. Other institutional Frozen Food Products sales, including sheet dough and rolls, increased 16% by
volume while retail sales volume decreased by 7%. Demand shifted from retail sales to foodservice sales channels as schools and in-
dining restaurants began to slowly reopen across the United States following earlier shutdowns in response to the COVID-19 pandemic.
Returns activity decreased compared to the 2020 fiscal year. Promotional activity was higher as a percentage of sales during the 2021
fiscal year.
Net Sales-Snack Food Products Segment
Net sales in the Snack Food Products segment in fiscal year 2021 increased $42,191 (26.9%) compared to the prior fiscal year. The
changes in net sales were comprised as follows:
Impact on Net Sales-Snack Food Products
Selling price per pound
Unit sales volume in pounds
Returns activity
Promotional activity
Increase in net sales
%
$
3.1
22.6
0.4
0.8
26.9
5,167
37,722
177
(875 )
42,191
Net sales of Snack Food Products increased due to higher sales through our direct store delivery distribution channel during fiscal year
2021. The weighted average selling price per pound increased due to selling price increases and reductions in packaging size. Returns
activity was lower compared to the 2020 fiscal year. Promotional offers decreased as a percentage of sales due to higher sales to high-
volume, high-promotion customers.
12
Cost of Products Sold and Gross Margin-Consolidated
Cost of products sold from continuing operations increased by $50,594 (36.5%) compared to the prior fiscal year. The gross margin
decreased from 30.1% to 21.4% during fiscal year 2021 compared to the prior fiscal year.
Change in Cost of Products Sold by Segment
Frozen Food Products Segment
Snack Food Products Segment
Total
$
%
1,860
48,734
50,594
Commodity $
Increase
445
12,692
13,137
1.3
35.2
36.5
Cost of Products Sold and Gross Margin–Frozen Food Products Segment
Cost of products sold in the Frozen Food Products segment increased by $1,860 (6.7%) in fiscal year 2021 compared to the prior fiscal
year. Higher direct distribution and production materials were the primary contributing factors to the increase. Higher flour commodity
costs of approximately $445 contributed to the increase in costs of goods sold. The gross margin percentage decreased from 32.9% to
28.8% during fiscal year 2021 compared to the prior fiscal year.
Cost of Products Sold and Gross Margin–Snack Food Products Segment
Cost of products sold in the Snack Food Products segment increased by $48,734 (44.0%) compared to the prior fiscal year due primarily
to a substantial increase in sales volume. Meat commodity costs increased during fiscal year 2021 adding to the increase in cost of
products sold. The cost of meat commodities increased approximately $12,692 during fiscal year 2021 compared to the prior fiscal year.
As a result, a net realizable value reserve of $2,353 was recorded during the fiscal year after determining that the market value on some
meat products was less than the costs associated with completion and sale of the product. Higher depreciation on processing equipment
impacted the cost of products sold. The gross margin earned in this segment decreased from 29.3% to 19.8% during fiscal year 2021
primarily as a result of higher commodity costs.
Selling, General and Administrative Expenses-Consolidated
Selling, general and administrative expenses (“SG&A”) in fiscal year 2021 increased $4,961 (9.0%) when compared to the prior fiscal
year. The increase in this category did not directly correspond to the change in sales.
The table below summarizes the primary expense variances in this category:
Product advertising
Wages and bonus
Healthcare costs
Other (income) expense
Pension expense
Fuel expense
Postage expense
Outside storage
Travel expense
Insurance expense
Other SG&A
Total - SG&A
$
October 29, 2021
(52 Weeks)
October 30, 2020
(52 Weeks)
Expense Increase
(Decrease)
8,160 $
25,086
2,790
(508 )
772
1,738
778
736
1,963
1,337
17,275
60,127
6,714 $
24,079
1,949
41
1,333
1,301
417
431
1,649
1,093
16,159
55,166
1,446
1,007
841
(549 )
(561 )
437
361
305
314
244
1,116
4,961
Costs for product advertising increased mainly as a result of higher payments under brand licensing agreements in the Snack Food
Products segment during fiscal year 2021. Higher sales commissions resulted in higher wages and bonus expenses in the 2021 fiscal
year compared to the 2020 fiscal year. Healthcare costs have increased due to claim activity increasing as pandemic restrictions are
lifted. Other income increased due to an estimated gain on life insurance proceeds caused by the passing of a former executive employee
during the fourth quarter of fiscal year 2021. The decrease in pension expense was due to higher pension discount rates being used to
compute the future liability estimate. The increase in fuel expense was driven by per gallon fuel price increases compared to the prior
year as a result of higher cost trends in petroleum markets. Postage expense increased due to higher product shipments to customers.
Outside storage costs to warehouse products prior to shipment increased due to reaching storage capacity at our new facility as a result
of higher sales volume. Travel expenses increased due to the gradual lifting of travel restrictions and stay-at-home orders which had
been imposed in response to the COVID-19 pandemic. Insurance expense increased due to unfavorable market conditions, a change in
coverage levels and unfavorable claims experience. 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
customer fines, equipment rental, sales taxes and employee training expenses.
13
Selling, General and Administrative Expenses-Frozen Food Products Segment
SG&A expenses in the Frozen Food Products segment decreased by $840 (6.6%) compared to the prior fiscal year. The overall decrease
in SG&A expenses was due to lower unit sales volume and profit-sharing accruals.
Selling, General and Administrative Expenses-Refrigerated and Snack Food Products Segment
SG&A expenses in the Snack Food Products segment increased by $5,801 (13.7%) during fiscal year 2021 compared to the prior fiscal
year. Most of the increase was due to higher unit sales volume.
Gain on Sale of Property, Plant and Equipment
The gain during fiscal years 2021 and 2020 was due to the ordinary gain on disposal of assets.
Income Taxes
Income tax for fiscal years 2021 and 2020, respectively, was as follows:
Benefit on income taxes
Effective tax rate
October 29, 2021
$
(1,779) $
October 30, 2020
(2,193 )
24.4%
-42.7 %
We recorded a tax benefit of $1,779 and $2,193, for fiscal years 2021 and 2020, respectively, related to federal and state taxes, based
on the Company’s expected annual effective tax rate. The effective tax rate was 24.4% and -42.7% for fiscal years 2021 and 2020,
respectively. The effective tax rate for fiscal year 2020 was impacted by the rate differential on our net operating loss carryback available
under the CARES Act. In addition, the effective tax rates for fiscal years 2021 and 2020 were impacted by such items as non-deductible
meals and entertainment, non-taxable gains and losses on life insurance policies and state income taxes. (Refer to Note 4 of Notes to
Consolidated Financial Statements for more information).
Liquidity and Capital Resources (in thousands except share amounts, percentages, and ratios)
The principal source of our operating cash flow is cash receipts from the sale of our products, net of costs to manufacture, store, market
and deliver such products. We normally fund our operations from cash balances and cash flow generated from operations. We borrowed
$18,450 during the first and second quarters of fiscal year 2020 to purchase specific equipment for our new Chicago processing facility.
Additionally, we borrowed $12,000 under our line of credit with Wells Fargo during fiscal year 2021 to fund operations. As of October
29, 2021, we had a book overdraft of $469. The book overdraft is recorded as a liability in accounts payable on the Consolidated Balance
Sheet. On December 1, 2021, we expanded the revolving line of credit to $25,000 until June 15, 2022, at which time the credit limit will
return to $15,000. Commodity price volatility or increases could adversely impact our business, financial condition including liquidity
and results of operations. Despite higher commodity costs, we may not be able to increase our product prices in a timely manner or
sufficiently to offset increased commodity costs due to consumer price sensitivity, pricing in relation to competitors and the reluctance
of retailers to accept the price increase. Higher product prices could potentially lower demand for our product and decrease volume. As
of October 29, 2021, we had $1,065 of current debt on equipment loans. We entered into a bridge loan on August 30, 2021 for up to
$25,000, which we plan to use to pay off the existing equipment loans as they come out of the lock out period and may be prepaid. As
of October 29, 2021, we paid off $10,328 in equipment loans utilizing proceeds from the new bridge loan.
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, the performance of operating divisions and economic conditions of capital markets, or circumstances related to the COVID-19
global pandemic. If we are unable to increase liquidity through mortgaging real estate, 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.
Combined with the cash expected to be generated from the Company’s operations, income tax refunds of $6,156 and deferral of social
security taxes, we anticipate that we will maintain sufficient liquidity to operate our business for a reasonable period of time. We will
continue to monitor the impact of COVID-19 on our liquidity and, if necessary, take action to preserve liquidity and ensure that our
business can operate during these uncertain times.
14
Cash flows from operating activities:
October 29, 2021
(52 Weeks)
October 30, 2020
(52 Weeks)
Net (loss) income
Adjustments to reconcile net income to net cash provided by operating activities:
$
Depreciation
Provision for (recovery of) losses on accounts receivable
Provision for (reduction in) promotional allowances
Gain on sale of property, plant and equipment
Deferred income taxes, net
Operating assets and liabilities
Net cash (used in) provided by operating activities
$
(5,503 ) $
6,669
125
319
(504 )
1,063
(8,161 )
(5,992 ) $
7,323
5,514
(8 )
(423 )
(58 )
6,385
(8,816 )
9,917
For the fifty-two weeks ended October 29, 2021, net cash used in operating activities was $5,992, a decrease of $15,909 compared to
the fifty-two weeks ended October 30, 2020. The decrease in net cash provided by operating activities primarily related to an increase
in inventory of $7,475, a net loss of $5,503 and higher accounts receivable of $1,010, partially offset by a decrease in refundable income
taxes and deferred taxes of $1,454. During fiscal year 2021, 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 legislative changes in funding
requirements.
Our cash conversion cycle (defined as days of inventory and trade receivables less days of trade payables outstanding) was equal to 74
days for the fifty-two weeks ended October 29, 2021, and 66 days for the fifty-two weeks ended October 30, 2020.
For the fifty-two weeks ended October 30, 2020, net cash provided by operating activities was $9,917. The result was primarily related
to higher net income, an increase in accounts payable and deferred income taxes, partially offset by an increase in inventory and accounts
receivable. During fiscal year 2020, we did not contribute towards our defined benefit pension plan.
Cash used in investing activities:
Proceeds from sale of property, plant and equipment
Proceeds from deposits in escrow
Additions to property, plant and equipment
Net cash used in investing activities
October 29, 2021
(52 Weeks)
October 30, 2020
(52 Weeks)
$
$
520 $
(750 )
(6,239 )
(6,469 ) $
39
1,125
(24,482 )
(23,318 )
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 of 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. Proceeds from deposits in escrow of $1,650 relate to the pending sale of a parcel of land including an approximate
156,000 square foot four-story industrial food processing building located at 170 N. Green Street in Chicago, Illinois. As of October 29,
2021, we have received a total of $1,650 in deposits in escrow less $1,275 received as non-refundable earnest money.
15
The table below highlights the additions to property, plant and equipment for the fifty-two weeks ended:
Building improvements
Furniture and fixture
Temperature control
Processing equipment
Packaging lines
Vehicles for sales and/or delivery
Quality control and communication systems
Computer software and hardware
Forklifts
Change in projects in process
Additions to property, plant and equipment
October 29, 2021
(52 Weeks)
October 30, 2020
(52 Weeks)
$
$
61 $
94
31
5,586
348
1,288
43
18
9
(1,239 )
6,239 $
4,669
208
446
29,466
324
704
24
96
-
(11,455 )
24,482
Expenditures for additions to property, plant and equipment during the fifty-two weeks ended October 29, 2021, include projects in
process of $553 related to the new facility in Chicago.
Cash provided by financing activities:
Payment of capital lease obligations
Proceeds from bank borrowings
Repayments of bank borrowings
Net cash provided by financing activities
October 29, 2021
(52 Weeks)
October 30, 2020
(52 Weeks)
$
$
(538 ) $
12,000
(4,053 )
7,409 $
(24 )
18,450
(3,076 )
15,350
Our stock repurchase program was approved by the Board of Directors in November 1999 and was expanded in June 2005. Under the
stock repurchase program, we were authorized, at the discretion of management and the Board of Directors, to purchase up to an
aggregate of 2,000,000 shares of our common stock on the open market. As of the end of fiscal year 2021, 120,113 shares remained
authorized for repurchase under the program.
The Company leases three long-haul trucks pursuant to six-year leases that expire in 2025. Amortization of equipment under capital
lease was $83 in 2021. The Company also leased one long-haul truck for $40 during fiscal year 2020, and that lease term is two years.
The following table reflects major components of our line of credit and borrowing agreements as of October 29, 2021 and October 30,
2020.
Revolving credit facility
Equipment notes:
4.13% note due 12/24/25, out of lockout 12/26/20
3.98% note due 04/21/26, out of lockout 04/23/21
3.70% note due 12/21/26, out of lockout 12/23/21
3.29% note due 03/05/27, out of lockout 03/06/22
3.68% note due 04/16/27, out of lockout 04/17/22
SOFR plus 2.00% bridge loan due 03/01/23
Total debt
Less current debt
Total long-term debt
October 29, 2021
October 30, 2020
$
12,000 $
-
-
2,901
5,951
5,888
10,329
37,069
(1,065 )
36,004 $
$
-
5,823
6,145
3,393
6,940
6,821
-
29,122
(4,430 )
24,692
16
Revolving Credit Facility
We maintain a line of credit with Wells Fargo Bank, N.A. that extends through March 1, 2022 (extended to March 1, 2023, per expanded
line of credit signed December 1, 2021). As of October 29, 2021, under the terms of this line of credit, we may borrow up to $15,000 at
an interest rate equal to the bank’s prime rate or LIBOR plus 2.0%. The line of credit has an unused commitment fee of 0.25% of the
available loan amount. We borrowed $2,000 under this line of credit on December 2, 2020, $2,000 on April 27, 2021, $2,000 on July 1,
2021, $3,000 on July 19, 2021 and $3,000 on October 15, 2021, for a combined total of $12,000. The line of credit is presented under
non-current liabilities in the Consolidated Balance Sheets. On December 1, 2021, Wells Fargo Bank, N.A. expanded our line of credit
to $25,000 through June 15, 2022, upon which the credit limit will return to $15,000 for the balance of the term. Under the terms of this
expanded line of credit, we may borrow up to $25,000 at an interest rate equal to the bank’s prime rate or secured overnight financing
rate (SOFR) plus 2.0%. Under the amended line of credit, the benchmark interest rate of LIBOR has been transitioned to SOFR which
could impact the cost of credit and alter the value of debt and loans. We borrowed an additional $2,000 on November 1, 2021, and
$2,000 on December 16, 2021. Refer to Note 1 – Subsequent Events of the Notes to Consolidated Financial Statements included in this
Report for further information.
Equipment Notes 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 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 above.
Bridge Loan
On August 30, 2021, we entered into a loan commitment note for a bridge loan of up to $25,000 which we plan to use to pay off the
existing equipment loans as they come out of the lock out (dates detailed in the table above). The outstanding principal balances of the
bridge loan shall be due and payable in full on the earlier of the following dates (1) August 31, 2023 or (2) one Federal Reserve business
day after the closing of the transactions contemplated under that certain Purchase and Sale Agreement dated March 16, 2020, as
amended, between Bridgford Foods Processing Corporation and CRG Acquisition, LLC (the “March 2020 Purchase and Sale
Agreement”). As of October 29, 2021, we prepaid $10,328 in equipment loans (equipment loans 4.13% and 3.98% above) 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. On January 12, 2022, we paid off $2,778 of equipment loans (equipment loan 3.70% above) utilizing proceeds from the new
bridge loan. Refer to Note 1 - Subsequent Events of Notes to Consolidated Financial Statements included in this Report for further
information.
Loan Covenants
The Wells Fargo Loan Agreements contain various affirmative and negative covenants that limit the use of funds and define other
provisions of the loan. The main financial covenants are listed below:
(cid:404) Total Liabilities divided by Tangible Net Worth not greater than 2.5 to 1.0 at each fiscal quarter,
(cid:404) Quick Ratio not less than .85 to 1.0 at each fiscal quarter end,
(cid:404) Fixed Charge Coverage Ratio not less than 1.25 to 1.0 as of each fiscal quarter end, determined on a trailing 4-quarter basis,
and
(cid:404) Capital Expenditures less than $5,000.
The Company was in violation of the capital expenditure covenant and fixed charge coverage ratio which were subsequently waived
(per letter dated January 25, 2022). The Company was in compliance with all other covenants under the Wells Fargo Loan Agreements
as of October 29, 2021.
Aggregate contractual maturities of debt in future fiscal years are as follows as of October 29, 2021:
Fiscal Years
2022
2023
2024
2025
2026-2027
Debt Payable
1,065
23,761
2,588
2,681
6,974
$
$
$
$
$
17
Impact of Inflation
Our operating results are heavily dependent upon the prices paid for raw materials. The marketing of our value-added products does not
lend itself to instantaneous changes in selling prices. Changes in selling prices are relatively infrequent and do not compare with the
volatility of commodity markets. While fluctuations in significant cost structure components, such as ingredient commodities and fuel
prices, have had a significant impact on profitability over the last two fiscal years, the impact of general price inflation on our financial
position and results of operations has not been significant. However, future volatility of general price inflation or deflation and raw
material cost and availability could adversely affect our financial results.
Management is of the opinion that our strong financial position and our capital resources are sufficient to provide for our operating
needs and capital expenditures for fiscal year 2022.
Off-Balance Sheet Arrangements
We do not currently have any off-balance sheet arrangements within the meaning of Item 303(b) of Regulation S-K.
Contractual Obligations
Except as described above, we had no other debt or other contractual obligations within the meaning of Item 303(b) of Regulation S-K,
as of October 29, 2021.
Our expected future liability related to construction of the new Chicago processing facility is approximately $3,006 as of October 29,
2021.
Critical Accounting Policies
The preparation of financial statements in conformity with generally accepted accounting principles 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. Actual
results could differ from those 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 not originally estimated. We record promotions, returns allowances, bad debt and inventory allowances based on recent and
historical trends. Management believes its current estimates are reasonable and based on the best information available at the time.
Disclosure concerning our policies on credit risk, revenue recognition, cash surrender or contract value for life insurance policies,
deferred income tax and the recoverability of our long-lived assets are provided in Notes 1 and 4 of the Notes to the Consolidated
Financial Statements.
Recently Issued Accounting Pronouncements and Regulations
Various accounting standard-setting bodies have been active in soliciting comments and issuing statements, interpretations, and exposure
drafts. For information on new accounting pronouncements and the impact, if any, on our financial position or results of operations, see
Note 1 of the Notes to the Consolidated Financial Statements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable for a smaller reporting company.
Item 8. Consolidated Financial Statements and Supplementary Data
The Consolidated Financial Statements required by this Item are set forth in Part IV, Item 15 of this Report.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Not applicable.
18
Item 9A. Controls and Procedures
Evaluation of disclosure controls and procedures
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 are effective as of the end of the period covered by this Report in their design and operation to provide
reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is
accumulated and communicated to management, including our principal executive officer and principal financial officer, and recorded,
processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms to
allow timely decisions regarding required disclosures.
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.
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 Reports
There has been no change in our internal control over financial reporting during the last fiscal quarter covered by this Report that
has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Section 404 of the Sarbanes-Oxley Act of 2002
In order to comply with the Sarbanes-Oxley Act of 2002, we have undertaken and continue a comprehensive effort, which
includes the documentation and review of our internal controls. In order to comply with the Sarbanes-Oxley Act, we centralized most
accounting and many administrative functions in an effort to control the cost of maintaining our control systems.
The Dodd-Frank Wall Street Reform and Consumer Protection Act, signed into law by the President on July 21, 2010,
permanently exempts small public companies with less than $75 million in public float, such as the Company, from the requirement to
obtain an external audit on the effectiveness of internal financial reporting controls provided in Section 404(b) of the Sarbanes-Oxley
Act. As a result, an attestation report on internal controls over financial reporting by an independent registered public accounting firm
has not been presented. Section 404(a) is still effective for smaller public companies and requires the disclosure of management
attestations on internal controls over financial reporting.
19
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal
control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Management conducted an evaluation of the effectiveness of the internal controls over financial reporting based on the Committee
of Sponsoring Organizations of the Treadway Commission (COSO) Internal Control-Integrated Framework (2013) and related
illustrative documents as an update to Internal Control-Integrated Framework (1992). Management determined that the 17 principles
were present and functioning during its assessment of the effectiveness of our internal controls. Because of its inherent limitations,
internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be
effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of our internal control over financial reporting for our fiscal year ended October 29, 2021.
Based on management’s assessment and the above-referenced criteria, management believes that the internal control over financial
reporting for our fiscal year ended October 29, 2021 was effective.
Item 9B. Other Information
Not applicable.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
20
Item 10. Directors, Executive Officers and Corporate Governance
Identification of Directors
PART III
The following table and biographical summaries set forth, with respect to each director serving as of October 29, 2021, his or
her age, his or her principal occupation and the year in which he or she first became a director of the Company. The directors of the
Company are elected annually to serve until the next annual meeting of the shareholders or until their respective successors are elected
and duly qualified.
Name
William L. Bridgford
Michael W. Bridgford
Allan L. Bridgford, Sr.
Todd C. Andrews
Raymond F. Lancy
Age
67
40
86
56
Keith A. Ross
Mary Schott
D. Gregory Scott
John V. Simmons
Baron R. H. Bridgford II
68
59
60
65
66
39
Principal Occupation
Vice President and Chairman of the Executive Committee (1)(4)(5)
Chairman of the Board and Member of the Executive Committee (4)(5)(8)
Retired Vice President and Chairman of the Executive Committee (1)(4)(6)
Retired Vice President and Controller of Public Storage (2)(3)(4)
Chief Financial Officer, Executive Vice President, Treasurer and Member of
the Executive Committee (4)
Real Estate Consultant (4)
Financial Executive Services Consultant (2)(3)(4)
Managing Director of Peak Holdings, LLC (2)(3)(4)
Vice President and Member of the Executive Committee (4)(7)
President and Member of the Executive Committee (4)(7)
Year First
Became a
Director
2004
2021
1952
2004
2013
2016
2019
2006
2011
2021
(1) William L. Bridgford is the nephew of Allan L. Bridgford, Sr.
(2) Member of the Compensation Committee.
(3) Member of the Audit Committee.
(4) Member of the Nominating Committee.
(5) Effective October 30, 2021, Michael W. Bridgford succeeded William L. Bridgford as Chairman of the Board and William L.
Bridgford was appointed Vice President and Chairman of the Executive Committee. William L. Bridgford also continues to serve
as a director.
(6) Effective October 29, 2021, Allan L. Bridgford, Sr. retired from his positions as a Vice President and Chairman of the Executive
Committee, but remains as a director and will continue to provide consulting services to the Company.
(7) Effective October 30, 2021, Baron R.H. Bridgford II succeeded John V. Simmons as President of the Company and Mr. Simmons
was appointed Vice President. Mr. Simmons also continues to serve as a director and member of the Executive Committee.
(8) Michael W. Bridgford is the son of William L. Bridgford.
Directors
William L. Bridgford
William L. Bridgford served as Chairman of the Board from March of 2006 to October 30, 2021. He is currently Vice President and
Chairman of the Executive Committee. He previously served as President of the Company from June of 2004 until March of 2006, and
Secretary of the Company for more than five years. Mr. Bridgford has been a full-time employee of the Company since 1981. He has
also served as a member of the Executive Committee since 2004. Mr. Bridgford is a graduate of California State University, Fullerton
with a degree in Business Management.
Mr. Bridgford is one of the principal owners of Bridgford Industries Incorporated, the Company’s majority shareholder. He brings to
the Board extensive experience in the operations of the Company and provides strong leadership skills that provide strategic business
guidance to the Company. The Board believes his executive managerial experience and Company knowledge base combined with his
understanding of corporate values and culture qualify him to serve as a member of the Board.
Michael W. Bridgford
Michael W. Bridgford was appointed as Chairman of the Board and a member of the Executive Committee in October of 2021. He
previously served as Vice President of the Company from March of 2015 until November of 2021 and as Assistant Secretary of the
Company from March of 2007 until November of 2021. Mr. Bridgford has been a full-time employee of the Company since 2002. He
graduated from Vanguard University in 2004 with a degree in Business with an emphasis in Organizational Management.
21
Mr. Bridgford brings a wide range of experience to the Board. He has overseen sandwich and lunch meat production in the Anaheim
and Frozen-Rite plants, led the Anaheim Deli Route division, worked as a Regional Sales Manager in the Frozen Foods division, and
most recently been responsible for leading the entire Frozen Foods division’s sales efforts. He also has extensive experience controlling
inventory, administering payroll, managing employees, and working with customers. The Board believes his experience working in and
managing various divisions of the Company since 2002 make him well-equipped to oversee both the sales efforts and the processing
operations of the Company. The Board believes these skills and experiences qualify him to serve as a member of the Board.
Allan L. Bridgford, Sr.
Allan L. Bridgford, Sr. served as Vice President and Chairman of the Executive Committee from 2011 until is retirement from
employment effective October 29, 2021. Mr. Bridgford retired from the Board in October 2011 and was reappointed to the Board in
August 2019. He previously served as Senior Chairman of the Board from March of 2006 to October of 2011. From March of 1995
through March of 2006, Mr. Bridgford served as Chairman of the Board. He has been an employee of the Company since 1957, and
reduced his work schedule to 80% in March of 2000, 60% in March of 2005 and 50% in November 2014. Mr. Bridgford’s base
compensation was reduced by the same percentage as his regular work schedule reduction. Mr. Bridgford has also served as a member
of the Executive Committee since 1972. He is a graduate of Stanford University with a degree in Economics.
Mr. Bridgford is one of the principal owners of Bridgford Industries Inc., the Company’s majority shareholder. He has extensive
knowledge of the Company’s business and experience in the food industry developed during his long tenure with the Company. The
Board believes he is qualified to serve as a director based on these experiences as well as his other valuable attributes and skills.
Todd C. Andrews
Todd C. Andrews is a Certified Public Accountant (inactive) and retired in April 2021 as Senior Vice President and Controller of Public
Storage, a member of the S&P 500, headquartered in Glendale, California. Mr. Andrews had been employed by Public Storage since
1997. Mr. Andrews graduated cum laude with a Bachelor of Science degree in Business Administration with an emphasis in accounting
and finance from California State University, Northridge, and received an Elijah Watt Sells award with high distinction on the November
1988 CPA exam.
Mr. Andrews has over 30 years of experience with responsibilities including financial reporting, strategic financial planning and analysis,
capital markets, treasury operations, SEC reporting, Sarbanes Oxley internal controls and procedures, operational analysis, operational
control design, real estate acquisition and development underwriting, and system design and implementation. In addition, Mr. Andrews
brings a diverse set of perspectives to the Board from serving in positions in multiple industries, including public accounting,
entertainment, retail, and real estate. The Board believes his skills and extensive experience qualify him to serve as a member of the
Board. Mr. Andrews also qualifies as an audit committee financial expert and is financially sophisticated within the meaning of the
NASDAQ Listing Rules.
Raymond F. Lancy
Raymond F. Lancy has served as Treasurer of the Company for more than the past five years. He has also served as a member of the
Executive Committee since 2001, Vice President since 2001 and Chief Financial Officer since 2003. Mr. Lancy is a Certified Public
Accountant (inactive) and worked for ten years as an auditor at PricewaterhouseCoopers LLP. He earned a Bachelor of Science degree
with a major in Administration with high honors from California State University, San Bernardino.
Mr. Lancy has extensive knowledge and experience in the areas of finance and management developed at PricewaterhouseCoopers LLP
and as an employee of the Company since July of 1992 and as Chief Financial Officer since 2003. The Board believes these skills and
experiences qualify him to serve as a member of the Board.
Keith A. Ross
Keith A. Ross is President of KR6, Inc., a commercial real estate consultant and continues as founder/principal of Centra Realty
Corporation (discussed below). From August 2013 to 2018, Mr. Ross served as Executive Vice President of CT Realty, or CTR, a real
estate investment, development and management company based in Newport Beach, California. At CTR, Mr. Ross oversaw all
development and was responsible for sourcing, evaluating, and closing on all commercial development opportunities. In addition, Mr.
Ross served on CTR’s Executive Committee and Investment Committee. CTR was founded in 1994 and together with its affiliates and
principals have developed, acquired and managed over $8 billion in industrial and office properties. Prior to joining CTR, from June
2009 to January 2014, Mr. Ross was Founder, President and CEO of Peligroso Spirits which sold to Diageo in London (the world’s
largest spirits company). From 2001 to present, Mr. Ross acts as Founder and Principal of Centra Realty Corporation, ranked as one of
the most active real estate development companies in Orange County, California, where he oversaw the company’s land acquisitions,
capital raises of both equity and debt, architectural design, engineering, construction and sales/leasing efforts.
22
Mr. Ross began his professional career at the Koll Company and was with Koll for over a decade and served in various roles from
project manager to marketing before leading the real estate development efforts of the company in Southern California. He currently
serves on the Board of Directors and is a Co-Founder of Miocean, a nonprofit foundation that applies proven business approaches to
curb the harmful effects of urban run-off pollution to the Ocean. Mr. Ross attended San Diego State University.
Mr. Ross has extensive real estate acquisition and development experience as well as project management and marketing expertise,
which the Board believes qualifies him to serve as a member of the Board. In addition to his service on the Board, Mr. Ross continues
to provide real estate consulting services to the Company.
Mary Schott
Mary Schott is currently working as a consultant in the financial services industry. Previously, she was Chief Financial Officer and
Corporate Secretary of California Commerce Club, Inc., a privately held gaming and hospitality company, for which she had served
from March 2014 through January 2020. Prior to California Commerce Club, Ms. Schott served as Chief Financial Officer of San
Manuel Band of Mission Indians, a sovereign American Indian tribe, and Chief Accounting Officer of First American Title Insurance
Company, a publicly traded financial services company. Ms. Schott holds an EMBA from Claremont Graduate University and a
bachelor’s degree in Accounting from Cal Poly Pomona University. She is also a Certified Public Accountant (active) and a member of
the California Society of Certified Public Accountants and the American Institute of Certified Public Accountants.
Ms. Schott possesses leadership skills and a vast knowledge base on finance, accounting, strategic planning, risk management as well
as decision support for portfolio development, acquisitions, divestures, and establishing governance protocols. The Board believes that
these skills and experiences qualify her to serve as a member of the Board. Ms. Schott also qualifies as an audit committee financial
expert and has financial sophistication as described in the NASDAQ Listing Rules.
D. Gregory Scott
D. Gregory Scott is a Certified Public Accountant (inactive) and currently serves as the Managing Director of Peak Holdings, LLC, an
investment management company based in Beverly Hills, California. Mr. Scott has been with Peak Holdings, LLC for more than the
past five years. Peak Holdings, LLC and its affiliates own and manage in excess of three million square feet of office, retail and
warehouse space throughout the United States.
Mr. Scott has extensive financial and managerial experience, which the Board believes qualifies him to serve as a member of the Board.
Mr. Scott also qualifies as an audit committee financial expert and has financial sophistication as described in the NASDAQ Listing
Rules.
John V. Simmons
John V. Simmons served as President of the Company and member of the Executive Committee from 2006 to November 2021. He is
currently Vice President and member of the Executive Committee. He previously served as Vice President of the Company for more
than five years. Mr. Simmons earned a B.A. degree in Psychology from the University of Wisconsin.
Mr. Simmons has extensive knowledge and experience in the areas of marketing, product research and development, trade relations and
operations developed as an employee of the Company since 1979. The Board believes these skills and experiences qualify him to serve
as a member of the Board.
Baron R. H. Bridgford II
Baron R. H. Bridgford II is serving his first year as President of the Company and member of the Executive Committee. He previously
served as Vice President of the Chicago Meat Snack division from 2008 to 2021 and works closely in the Chicago plant with his father,
Baron Bridgford Sr., and brothers, Brian and Richard Bridgford. Mr. Bridgford earned a Bachelor of Science in Business Administration
from the University of Colorado.
Mr. Bridgford is a member of the fourth generation of the Bridgford family and has worked for the Company throughout its operations
from an early age. He served as a DSD route driver and Route Specialist during the early part of his career, gaining hands-on experience
with the Company’s unique DSD distribution model. He has worked closely with Senior Vice President Chris Cole making headquarter
calls on our largest customers. In addition to retail headquarter calls, Mr. Bridgford has developed and grown the Company’s co-packing
and warehouse business out of the Chicago plant. The Board believes these skills and experiences qualify him to serve as a member of
the Board.
Public Company Directorships
None of the directors have been a director of any other public company in the past five years.
23
Involvement in Certain Legal Proceedings
None of the directors have been involved in any legal events reportable under Item 401(f) of Regulation S-K during the last ten years.
Arrangements or Understandings with Directors
There are no arrangements or understandings pursuant to which any of the directors was or is to be elected to serve as a director or
nominee.
Further, none of our directors have arrangements or understandings with any person or entity, other than the Company, relating to
compensation or other payments in connection with such director’s service to the Company.
Identification of Executive Officers
The names, ages, and positions of all our executive officers as of January 25, 2022, are listed below. Officers are normally
appointed annually by the Board of Directors at their meeting immediately following the annual meeting of shareholders. Four executive
officers are full-time employees of our company. Raymond F. Lancy reduced his work schedule to 80% as of October 30, 2021. There
are no agreements or understandings pursuant to which any of the executive officers was or is selected to serve as an executive officer.
Name
William L. Bridgford (1)(2)(3)
John V. Simmons (4)
Raymond F. Lancy
Age
67
66
68
Position(s) with our company
Vice President and Chairman of the Executive Committee
Vice President and member of the Executive Committee
Chief Financial Officer, Executive Vice President, Treasurer, and
member of the Executive Committee
Michael W. Bridgford (2)(3)
Baron R. H. Bridgford II (4)
40
39
Chairman of the Board and member of the Executive Committee
President and member of the Executive Committee
(1) William L. Bridgford is the nephew of Allan L. Bridgford, Sr. director.
(2) Effective October 30, 2021, Michael W. Bridgford succeeded William L. Bridgford as Chairman of the Board and was also
appointed as a member of the Executive Committee. Effective the same date, William L .Bridgford was appointed as Vice
President and Chairman of the Executive Committee.
(3) Michael W. Bridgford is the son of William L. Bridgford.
(4) Effective October 30, 2021, Baron R.H. Bridgford II succeeded John V. Simmons as President of the Company and was also
appointed as a member of the Executive Committee. Effective the same date, John V. Simmons was appointed Vice President
and will continue serving as a member of the Executive Committee.
Audit Committee
The Audit Committee currently consists of three members, including Ms. Schott (Chairperson) and Messrs. Andrews and Scott.
The Audit Committee has been established in accordance with the rules and regulations of the SEC and each of the current members of
the Audit Committee is an “independent director” as defined in Rule 5605(c)(2) of the NASDAQ Listing Rules. In addition, the Board
has determined that each of Messrs. Andrews and Scott, and Ms. Schott qualify as “audit committee financial experts” as such term is
used in the rules and regulations of the SEC.
Code of Ethics
The Company adopted a code of ethics that is applicable to, among other individuals, its principal executive officer, principal
financial officer, principal accounting officer or controller, or persons performing similar functions, and posted the code of ethics on its
website at www.bridgford.com (and designated therein as the Code of Conduct). Any amendment or waiver to the Company’s code of
ethics that applies to its directors or executive officers will be posted on its website or in a report filed with the SEC on Form 8-K.
Item 11. Executive Compensation
Compensation Discussion and Analysis
Compensation Overview
This section provides information regarding the compensation paid to the Company’s “named executive officers” or “NEOs,”
all of whom are members of the Executive Committee. The Company has historically been and continues to be principally managed by
the Executive Committee.
24
The Executive Committee, as a unit, serves as the Company’s “Chief Executive Officer.” For fiscal year 2021, the Executive
Committee consisted of the following four members:
(cid:404) Allan L. Bridgford, Sr., Vice President and Chairman of the Executive Committee
(cid:404) William L. Bridgford, Chairman of the Board (Principal Executive Officer)
(cid:404)
(cid:404) Raymond F. Lancy, Chief Financial Officer, Executive Vice President and Treasurer (Principal Financial Officer)
John V. Simmons, President
For fiscal year 2022, the Executive Committee consists of the following five members
(cid:404) William L. Bridgford, Vice President and Chairman of the Executive Committee
(cid:404) Michael W. Bridgford, Chairman of the Board (Principal Executive Officer)
(cid:404) Baron R.H. Bridgford II, President
(cid:404)
John V. Simmons, Vice President
(cid:404) Raymond F. Lancy, Chief Financial Officer, Executive Vice President and Treasurer (Principal Financial Officer)
The Company’s executive compensation program is overseen by the Compensation Committee, which is comprised of certain
non-employee members of the Board and, notwithstanding that the Company is a “controlled company” within the meaning of the
NASDAQ Listing Rules, each member is independent as defined in Rule 5605(a)(2) of the NASDAQ Listing Rules. The basic
responsibility of the Compensation Committee is to review the performance of the officers and key employees toward achieving the
Company’s strategic goals and to help ensure that the Company is able to attract and retain individuals who can lead the Company to
achieve those goals.
One of the Company’s primary strategic goals is to increase shareholder value while meeting its objectives for customer
satisfaction, improved sales and financial performance, sound corporate governance, and competitive advantage. The Company’s current
emphases on controlling costs and improving profit margins on a consistent basis are also important factors which affect the Company’s
compensation decisions. The Compensation Committee’s goal is to work with management to balance the Company’s financial goals
and circumstances with the need to attract, motivate and retain the fully qualified and capable individuals the Company needs to meet
and surpass its customers’ and shareholders’ expectations in a highly-competitive industry.
Compensation Philosophy and Objectives
The core of the Company’s executive compensation philosophy is to pay for performance. To that end, incentive bonus targets
are set each year to reward excellent executive performance based upon the achievement of profit objectives by business units and the
Company’s overall profitability based on pretax income, thus stimulating all executives to assume broad responsibility for the
Company’s overall financial welfare and financial performance.
The Compensation Committee’s guiding principles are as follows:
(cid:404) Work with management to provide a compensation program that recognizes individual contributions as well as
the Company’s overall business results;
(cid:404) Provide reasonable levels of total compensation which will enable the Company to attract and retain qualified
and capable executive talent within its industry, while also considering the Company’s current goals of controlling
costs and effecting consistent improvements in its overall financial condition;
(cid:404) Motivate executive officers to deliver optimum individual and business unit performance;
(cid:404) Develop and retain a leadership team that is capable of successfully operating and growing an increasingly
competitive and complex business in a rapidly changing industry; and
(cid:404) Ensure that executive compensation-related disclosures are made to the public on a timely basis.
Role of the Compensation Committee
The compensation of all NEOs and other executive officers is determined by the Compensation Committee. The Compensation
Committee met one time during fiscal year 2021. The primary responsibilities of the Compensation Committee include, without
limitation, the following:
(cid:404) Determine the compensation of the members of the Executive Committee, after taking into account the Board’s
assessment of the performance of the Executive Committee, as well as any other executive officers of the
Company.
(cid:404) Determine the compensation of the Chairman of the Board and the other directors of the Company.
(cid:404) Assess the performance of the executive officers of the Company other than the members of the Executive
Committee (whose performance is assessed by the Board).
25
(cid:404) Review and make recommendations to the Board regarding the Company’s compensation policies and
philosophy.
(cid:404) Review and make recommendations to the Board with respect to the employment agreements, severance
agreements, change of control agreements and other similar agreements between the Company and its executive
officers.
(cid:404) Administer the Company’s equity incentive plans, including the review and grant of stock option and other equity
incentive grants.
(cid:404) Review and discuss the Compensation Discussion and Analysis (“CD&A”) section of the Company’s annual
proxy statement with management, and recommend to the Board that the CD&A be included in the Company’s
proxy statement as required.
(cid:404) Produce an annual report on executive compensation for inclusion in the Company’s proxy statement.
(cid:404) As requested by Company management, review, consult and make recommendations and/or determinations
regarding employee compensation and benefit plans and programs generally, including employee bonus and
retirement plans and programs.
(cid:404) Assist the Board and management in developing and evaluating potential candidates for executive officer
positions.
(cid:404) Advise the Board in its succession-planning initiatives for the Company’s executive officers and other senior
officers.
Role of Management in the Compensation Determination Process
The Company’s senior management team, particularly the Chairman of the Board and the Chairman of the Executive
Committee, support the Compensation Committee in the executive compensation decision-making process. At the request of the
Compensation Committee, one or more members of the Executive Committee may present a performance assessment and
recommendations to the Compensation Committee regarding base salaries, bonus payments, incentive plan structure and other
compensation-related matters for the Company’s executive officers (other than with respect to their own compensation).
Role of Compensation Consultant
The Compensation Committee has decided not to utilize the services of a paid compensation consultant after concluding that
such a consultant would provide insufficient value compared to the cost.
Total Compensation for Executive Officers
The compensation packages offered to the Company’s executive officers are comprised of one or more of the following
elements:
(cid:404) Base salary;
(cid:404) Discretionary cash bonuses; and
(cid:404) Post-retirement healthcare and pension benefits.
The Company does not have any formal policies which dictate the amount to be paid with respect to each element, nor does it
have any policies which dictate the relative proportion of the various elements. The Company also does not have any formal policies for
allocating between cash and non-cash compensation and short-term and long-term compensation. Instead, the Company relies on the
judgment of the Compensation Committee and input and feedback from the management team, including in particular members of the
Executive Committee. The Compensation Committee has no plans to adopt any such formulas, ratios or other such targets that might
artificially dilute the Company’s effectiveness in achieving its overall profit objectives. In fact, all of the Company’s compensation
policy decisions are made in the context of its current financial position and are subordinated to the Company’s current goal of achieving
overall profitability on an annual basis. Each of the compensation components is described in more detail below.
Base Salary
The Company provides executive officers and other employees with base salary to compensate them for services rendered
during the fiscal year. The purpose of base salary is to reward effective fulfillment of an executive’s assigned job responsibilities, and
to reflect the position’s relative value to the Company and competitiveness of the executive job market. Base salaries for executive
officers are determined based on the nature and responsibility of the position, salary norms for comparable positions at similar
companies, the expertise and effectiveness of the individual executive, and the competitiveness of the market for the executive officer’s
services.
The Company has successfully held most base salaries at the low end of the competitive range in order to reduce its overall
cost structure and to achieve systematic improvement in the financial performance of the business without incurring a large turnover in
executive talent and leadership.
26
Any “merit increases” for the Company’s executive officers are subject to the same budgetary constraints that apply to all
other employees. Executive officer salaries are evaluated as part of the Company’s annual review process and may be adjusted where
justified in the context of the Company’s current focus on profitability and controlling expenses.
For fiscal year 2021, the Compensation Committee set a base salary of $5,713 per week for each Executive Committee member,
reduced on a pro-rata basis for any member working less than a full-time schedule. This base salary amount is unchanged compared to
fiscal year 2020.
Discretionary Cash Bonuses
The Company’s policy is to make a significant portion of each NEO’s total compensation contingent upon the Company’s
financial performance. The Compensation Committee believes that the payment of cash bonuses based on the Company’s financial
success allows the Company to offer a competitive total compensation package despite relatively lower base salaries, while aligning a
significant portion of executive compensation with the achievement of positive Company financial results. However, while the payment
of these cash bonuses to the NEOs is generally correlated with the achievement of positive Company financial results, there are no
specific performance targets communicated to the NEOs in advance, and the bonuses are ultimately paid at the discretion of the
Compensation Committee after receiving input from the Chairman of the Board. For the fiscal year ended October 29, 2021,
discretionary bonuses were awarded to the members of the Company’s Executive Committee as disclosed in detail in the Summary
Compensation Table.
Long-Term Equity-Based Incentive Compensation
The Compensation Committee has concluded that long-term stock-related compensation has very limited value as an employee
incentive or retention tool because the Company’s equity-based incentive awards have historically provided little or no value to the
recipient. In addition, beginning in 2005, U.S. accounting rules required the Company to expense any stock option awards according to
a formula which could impose a costly charge on the Company’s income statements, thereby burdening or erasing its profit margins.
Because of these factors, the Company has not granted stock options or restricted stock awards for many years. Instead, the
Compensation Committee aims to align the interests of the NEOs with those of the Company’s shareholders by creating a link between
the payment of executive compensation and the achievement of Company financial goals as described above. The Company’s 1999
Stock Incentive Plan expired by its own terms on April 29, 2009 and no additional stock options or restricted stock may be granted
thereunder.
Pension and Retirement Benefits
Retirement Plan for Administrative and Sales Employees of Bridgford Foods Corporation. The Company has a defined benefit
plan (the “Primary Benefit Plan”) for certain of its employees not covered by collective bargaining agreements. The Primary Benefit
Plan, administered by a major life insurance company, presently provides that participants receive an annual benefit on retirement equal
to 1.5% of their total compensation from the Company during their period of participation from 1958. Benefits are not reduced by Social
Security payments or by payments from other sources and are payable in the form of a monthly lifetime annuity commencing at age 65
or the participant’s date of retirement, whichever is later. Effective May 12, 2006, future benefit accruals under the Primary Benefit Plan
were frozen.
Supplemental Executive Retirement Plan. Retirement benefits otherwise available to certain key executives under the Primary
Benefit Plan have been limited by the effects of the Tax Equity and Fiscal Responsibility Act of 1982 (“TEFRA”) and the Tax Reform
Act of 1986 (“TRA”). To offset the loss of retirement benefits associated with TEFRA and TRA, the Company has adopted a non-
qualified “makeup” benefit plan (the “Supplemental Executive Retirement Plan”). Benefits will be provided under the Supplemental
Executive Retirement Plan in an amount equal to 60% of each participant’s final average earnings minus any pension benefits and
primary insurance amounts available to them under Social Security. However, in all cases the benefits are capped at $120,000 per year
for Allan L. Bridgford. Benefits provided under this plan for William L. Bridgford and Raymond F. Lancy are calculated at 50% of final
average earnings, capped at $200,000 per year, without offsets for other pension or Social Security benefits.
Bridgford Foods Retirement Savings 401(k) Plan. The Company implemented a 401(k) plan effective May 13, 2006. The
Company makes a matching contribution to each employee’s account based on pretax contributions in an amount equal to 100% of the
first 3% of compensation and 50% of the next 2% of compensation contributed to the Plan. Certain limitations on optional pre-tax
contributions to the plan are imposed pursuant to the Internal Revenue Code of 1986, as amended. No amounts are contributed by the
Company unless the employee elects to make a pretax contribution to the Plan.
27
Non-Qualified Deferred Compensation
Effective January 1, 1991 the Company adopted a deferred compensation savings plan for certain key employees. Under this
arrangement, selected employees contributed a portion of their annual compensation to the plan. The Company contributed an amount
to each participant’s account by computing an investment return equal to Moody’s Average Seasoned Bond Rate plus 2%. The purpose
of the plan was to provide tax planning and supplemental funds upon retirement or death for certain selected employees and to aid in
retaining and attracting employees of exceptional ability. Separate accounts are maintained for each participant to properly reflect his
or her total vested account balance. No contributions or salary deferrals have been made in the past ten years.
Perquisites and Other Benefits
The Company provides its executive officers with various health and welfare programs and other employee benefits which are
generally available on the same cost-sharing basis to all of its employees. However, in keeping with the Company’s policy of controlling
costs in connection with its profitability objectives, it does not provide any significant perquisites or other special benefits to its executive
officers including, but not limited to, payment of club memberships, fees associated with financial planning, executive dining rooms or
special transportation rights. The Company does not own an airplane and does not provide aircraft for executives for business or personal
purposes.
The Company provides post-retirement healthcare benefits for certain executives and their spouses (who are within fifteen
years of age of the employee) who have reached normal retirement age. This coverage is secondary to Medicare. Coverage for spouses
continues upon the death of the employee. The maximum benefit under the plan is $100,000 per year per retiree. The combined loss on
this plan during fiscal year 2021 was $12,000 for all active and retired participants.
The Company paid life and disability insurance premiums on policies for John V. Simmons under which he is the named owner
and beneficiary. No further premiums are due on these policies.
Employment Agreements
The Company currently does not have any employment agreements with any of its NEOs. However, on August 12, 2019, the
Company entered into a consulting agreement with Allan L. Bridgford, Sr., pursuant to which the Company has engaged Mr. Bridgford
to provide consulting services to the Company, which commenced effective October 30, 2021 upon his retirement from employment
with the Company on October 29, 2021. Under the terms of the consulting agreement, Mr. Bridgford will provide to the Company
consulting services, including, but not limited to, business development and strategic partnering, commencing on the date of his
retirement and until such agreement is terminated by either party upon at least thirty (30) days’ notice to the other party. Mr. Bridgford
will be compensated at a rate of $20,833.33 per month and will be reimbursed for all reasonable out of pocket expenses incurred in
rendering such services.
Payments Upon Termination of Employment or Change in Control
The Company currently does not have any severance, change of control or similar agreements with any of its NEOs. Refer to
the compensation discussion below for information on pension, deferred compensation, and benefit-related payments payable in the
event of a qualifying event such as employment termination, disability, death, or sale/merger/acquisition.
Tax and Accounting Implications
The Compensation Committee is responsible for considering the deductibility of executive compensation under Section 162(m)
of the Internal Revenue Code, which in fiscal year 2021 provided that it could not deduct compensation of more than $1,000 that is paid
to its executive officers. The Company believes that the compensation paid under the current management incentive programs is fully
deductible for federal income tax purposes. In certain situations, the Compensation Committee may approve compensation that will not
meet the requirements for deductibility in order to ensure competitive levels of compensation for its executives and to meet its obligations
under the terms of various incentive programs. However, the issue of deductibility has not come before the Compensation Committee
in recent years and is not expected to be a concern for the foreseeable future.
Summary Compensation Table
The table below provides summary information concerning cash and certain other compensation paid to or accrued for the Company’s
NEOs during fiscal years 2021 and 2020, respectively. Each of the NEOs named below were also members of the Executive Committee
during the referenced periods, which Committee acts in the capacity of Chief Executive Officer of the Company.
28
See “Compensation Discussion and Analysis” for further discussion of compensation arrangements pursuant to which the
amounts listed in the table below were paid or awarded and the criteria for such payment or award.
Base
Name and Principal Position Year
Allan L. Bridgford,
Sr. Vice President
William L. Bridgford
Chairman of the Board
John V.
Simmons President
Raymond F. Lancy
Chief Financial Officer
Salary($)(1) Bonus($)
2021 148,525
_
2020 148,525 97,440
2021 297,050
_
2020 297,050 194,877
_
2021 297,050
2020 297,050 194,877
2021 297,050
_
2020 297,050 194,877
Stock
Awards($)(2)
_
_
_
_
_
_
_
_
Option
Awards($)(3)
_
_
_
_
_
_
_
_
Non-Equity
Incentive Plan
Compensation($)(4)
_
_
_
_
_
_
_
_
Change in
Pension
Value and
Non-
Qualified
Deferred
Compensation
Earnings($)(5)
_
_
-
156,829
9.351
55,343
_
93,052
All
Other
Compensation($)(6) Total($)
8,000 156,525
8,000 253,965
19,600 316,650
19,600 668,356
19,600 326,001
19,600 566,870
19,600 316,650
19,600 604,579
(1)
(2)
(3)
(4)
(5)
(6)
Fiscal years 2021 and 2020 were each 52 weeks.
The Company did not grant any stock awards to any of the NEOs during fiscal years 2021 or 2020.
The Company did not grant any option awards to any of the NEOs during fiscal years 2021 or 2020.
The Company did not utilize any non-equity incentive plans in order to pay compensation to its NEOs in fiscal years 2020 or
2021. While it is the Company’s policy to provide each of the NEOs with an opportunity to earn cash bonuses that are correlated
with the Company’s financial performance, the payment of the bonuses are ultimately subject to the discretion of the
Compensation Committee. See “Compensation Discussion and Analysis – Total Compensation for Executive Officers –
Discretionary Cash Bonuses.”
This column includes the aggregate positive change in actuarial present value of each NEO’s accumulated benefit under all
defined benefit and supplemental pension plans. In accordance with SEC rules, to the extent the aggregate change in present
value of all defined benefit and supplemental pension plans for a particular fiscal year would have been a negative amount, the
amount has instead been reported as $0 and the aggregate compensation for the NEO in the “Total” column has not been
adjusted to reflect the negative amount. In addition, to the extent that the change in present value of any particular defined
benefit or supplemental pension plan for a particular year was a negative amount, the negative amount has not been used to
offset the positive change in present value associated with the other applicable defined benefit or supplemental pension plans.
The aggregate change in the present value of the non-qualified deferred compensation plan and pension and retirement benefits
for the NEOs in fiscal years 2021 and 2020 was as follows: (i) for fiscal year 2021, Allan L. Bridgford, Sr. (-$45,148), William
L. Bridgford (-$47,388), John V. Simmons ($9,351), and Raymond F. Lancy (-$32,336), and (ii) for fiscal year 2020, Allan L.
Bridgford, Sr. (-$54,499), William L. Bridgford ($64,770), John V. Simmons ($55,343), and Raymond F. Lancy ($993).
Consists of matching contributions of the Bridgford Foods Retirement Savings 401(k) plan made by the Company on behalf of
each of the NEO’s, except Allan L. Bridgford, Sr. and an $8,000 payment to offset the negative impacts arising from the
cancellation of supplemental executive health benefits. In addition, in fiscal year 2020, the amounts including matching
contributions to the Bridgford Foods Retirement Savings 401(k) plan made by the Company on behalf of each of the NEOs,
except Allan L. Bridgford, Sr., and an $8,000 payment to offset the negative impacts arising from the cancellation of
supplemental executive health benefits.
Narrative to Summary Compensation Table
See “Compensation Discussion and Analysis” for further discussion of compensation arrangements pursuant to which amounts
listed under the Summary Compensation Table were paid or awarded and the criteria for such payment or award.
Grants of Plan-Based Awards
There were no stock options, restricted stock, restricted stock units or equity or non-equity-based performance awards granted
to the Company’s NEOs during fiscal years 2021 or 2020. The Company’s 1999 Stock Incentive Plan expired by its own terms on April
29, 2009 and no additional stock options or restricted stock may be granted thereunder.
Outstanding Equity Awards at Fiscal Year-End
There were no outstanding options or stock awards held by any NEOs as of October 29, 2021.
Option Exercises and Stock Vested
There were no shares acquired upon the exercise of stock options or vesting of stock awards by any NEOs during fiscal years
2021 or 2020.
29
Pension Benefits
The tables below provide information concerning retirement plan benefits for each NEO and payments due upon certain
termination scenarios.
Retirement Plan for Administrative and Sales Employees of Bridgford Foods Corporation
Normal Retirement: Benefits commence upon reaching the “Normal Retirement Date”, which is the first day of the month on
or after attainment of age 65. Pension benefit payments begin on the normal retirement date and continue until death.
Early Retirement: A participant may choose to retire up to ten years before the normal retirement date. If a participant retires
early, the accrued pension will be reduced by a percentage to reflect the longer period over which pension benefits will be received. If
a participant is married for at least one year and dies before retirement, a pension benefit will be payable to the surviving spouse for his
or her life, provided certain eligibility requirements have been met.
Death Benefits: Payments to a surviving spouse will begin on the first day of the month following a participant’s death but not
sooner than the earliest date a participant could have elected to retire.
Disability Benefits: A disability benefit is the accrued pension credited to a participant as of the date of disability.
The years of credited service, present value of accumulated plan benefits and payments made during the fiscal year were as
follows:
For the Fiscal Year ended October 29, 2021:
Name
Allan L. Bridgford, Sr.
William L. Bridgford
John V. Simmons
Raymond F. Lancy
Number of
Years
Credited
Service
Present Value
of
Accumulated
Benefit (1)
Payments
During Fiscal
Year
52 $
48 $
42 $
29 $
745,626 $
896,440 $
777,419 $
604,456 $
85,251
_
_
_
(1) The assumed discount rate used was 2.58% to compute the present value of the accumulated benefit. The Pri-2012 Total Dataset
Mortality Table with MP- 2020 Scaling was used and an expected return on assets of 7.00% was assumed.
For the Fiscal Year ended October 30, 2020:
Name
Allan L. Bridgford, Sr.
William L. Bridgford
John V. Simmons
Raymond F. Lancy
Number of
Years
Credited
Service
Present Value
of
Accumulated
Benefit (1)
Payments
During
Fiscal Year
52 $
47 $
41 $
28 $
790,774 $
943,829 $
768,068 $
636,791 $
83,991
—
—
—
(1) The assumed discount rate used was 2.45% to compute the present value of the accumulated benefit. The Pri-2012 Total Dataset
Mortality Table with MP-2020 Scaling was used and an expected return on assets of 7.00% was assumed.
Supplemental Executive Retirement Plan (SERP)
Payment of Retirement Benefit: All retirement, disability and death benefits shall be paid in monthly installments beginning
on the commencement date following the participant’s retirement, disability or death and shall continue for a period of fifteen years.
Normal Retirement: Benefits commence upon reaching the “Normal Retirement Date”, which means the date on which the
participant has both attained age 65 and completed at least ten years of participation. SERP benefit payments begin at the normal
retirement date or later depending on the election of the participant.
30
Early Retirement: A participant may choose to retire up to ten years before the normal retirement date if the participant has
completed at least five years of participation. If a participant retires early, the SERP benefit will be determined based on the vested
percentage attained as the time of retirement.
Death Benefits: If a participant dies prior to having commenced receipt of benefits and is eligible for benefits hereunder, the
participant’s beneficiary shall be entitled to receive an annual death benefit equal to the Normal Retirement Benefit determined as if the
participant attained Normal Retirement Age on the date of his death, or, if after the Participant’s Normal Retirement Date, equal to the
Late Retirement Benefit. If a participant dies after having commenced receipt of benefits, benefits shall continue to be paid but to the
Participant’s Beneficiary at the same time and in the same form as the benefits would have been payable to the participant. No benefit
will be payable to a participant’s beneficiary if the participant terminates employment with the Company before he is eligible for a
retirement benefit and thereafter dies.
Disability Benefits: A disability benefit is the vested percentage of SERP benefit credited to a participant as of the date of
disability.
The present value of accumulated plan benefits and payments made during the fiscal year were as follows:
For the Fiscal Year ended October 29, 2021:
Name
Allan L. Bridgford, Sr.
William L. Bridgford
John V. Simmons
Raymond F. Lancy
(1) A 2.58% discount rate was used to compute the present values.
For the Fiscal Year ended October 30, 2020:
Name
Allan L. Bridgford, Sr.
William L. Bridgford
John V. Simmons
Raymond F. Lancy
Present
Value
of
Accumulated
Benefit (1)
Payments
During
Last Fiscal
Year
$
$
$
$
_ $
2,496,035 $
_ $
2,496,035 $
_
_
_
_
Present
Value
of
Accumulated
Benefit (1)
Payments
During
Last Fiscal
Year
$
$
$
$
— $
2,518,270 $
— $
2,518,270 $
—
—
—
—
(1) A 2.45% discount rate was used to compute the present values.
The following table estimates the present value of SERP benefits under different employment termination scenarios as of
October 29, 2021:
Name
Allan L. Bridgford, Sr.
William L. Bridgford (2)
John V. Simmons
Raymond F. Lancy (2)
Present Value
of Benefit
Upon
Voluntary
Termination of
Employment
(1)
Present Value
of Benefit if
Disabled (1)
Present Value
of Benefit
Upon Death(1)
Present Value
of Benefit
Upon
Involuntary
Termination of
Employment
due to
Sale/Merger/
Acquisition (1)
$
$
$
$
_
$
2,496,035 $
_ $
2,496,035 $
_ $
2,496,035 $
_ $
2,496,035 $
_ $
2,496,035 $
_ $
2,496,035 $
_
2,496,035
_
2,496,035
31
(1)
In each scenario above, the benefit amount shown is calculated at October 29, 2021. A 2.58% discount rate was used to compute
the present values. In the case of a voluntary termination, the participant shall be entitled to the vested portion of any such early
retirement benefit but shall not commence receipt of such early retirement benefit until the commencement date following the date
the participant would have attained the early retirement date had the participant remained employed by the Company. Upon a
finding that the participant (or, after the participant’s death, a beneficiary) has suffered an unforeseeable emergency, the Committee
may at the request of the participant or beneficiary, and subject to compliance with Internal Revenue Code Section 409A, accelerate
distribution of benefits under the SERP in the amount reasonably necessary to alleviate such unforeseeable emergency.
(2) Death benefits for William L. Bridgford and Raymond F. Lancy are paid in the form of a monthly annuity. The actual payment
amount for William L. Bridgford and Raymond F. Lancy would be determined using a discount rate similar to the rate required for
qualified plans. The rate assumed for these estimates is 2.58%.
The following table estimates future SERP payments under different termination scenarios as of October 29, 2021:
Name
Allan L. Bridgford, Sr.
Payment Upon
Voluntary Termination
of Employment
—
Payment if
Disabled (1)
—
William L. Bridgford
John V. Simmons
$16,666.67 per month for
180 months beginning on
10/30/21
—
$16,666.67 per month for
180 months commencing
after disability
—
Raymond F. Lancy
$16,666.67 per month for
180 months beginning on
10/30/21
$16,666.67 per month for
180 months commencing
after disability
Death Benefit
from Plan (2)
—
$16,666.67 per month
for 180 months
beginning just after
death
—
$16,666.67 per month
for 180 months
beginning just after
death
Involuntary
Termination of
Employment Due
to Sale/Merger/
Acquisition
—
Lump Sum payment
due at termination of
$2,496,035
—
Lump Sum payment
due at termination of
$2,496,035
(1) Disability amount is decreased by any Company paid disability insurance policies, Social Security disability benefits, or other
Federal or State disability programs. In the case of a voluntary termination, the participant shall be entitled to the vested portion of
any such early retirement benefit but shall not commence receipt of such early retirement benefit until the commencement date
following the date the participant would have attained the early retirement date had the participant remained employed by the
Company. Upon a finding that the participant (or, after the participant’s death, a beneficiary) has suffered an unforeseeable
emergency, the Committee may at the request of the participant or beneficiary, and subject to compliance with Internal Revenue
Code Section 409A, accelerate distribution of benefits under the SERP in the amount reasonably necessary to alleviate such
unforeseeable emergency.
(2) Assumes death on October 29, 2021. The discount rate used to calculate the lump sum amount is 2.58%.
See “Compensation Discussion and Analysis – Total Compensation for Executive Officers — Pension and Retirement
Benefits” for further discussion of the pension benefits contained in the tables above.
Non-Qualified Deferred Compensation
The table below provides information concerning deferred compensation plan benefits for each NEO during the fiscal year
ended October 29, 2021.
Executive
Contributions
in
Company
Contributions
in
Aggregate
Earnings
in
Fiscal
Year
Aggregate
Withdrawals/
Distributions
— $
— $
— $
— $
— $
— $
— $
— $
Aggregate
Balance at
Fiscal
Year
End
—
—
—
—
Fiscal Year
— $
— $
— $
— $
Name
Allan L. Bridgford
William L. Bridgford
John V. Simmons
Raymond F. Lancy
Fiscal Year
— $
— $
— $
— $
$
$
$
$
32
The table below provides information concerning deferred compensation plan benefits for each NEO during the fiscal year
ended October 30, 2020.
Executive
Contributions
in
Company
Contributions
in
Name
Allan L. Bridgford
William L. Bridgford
John V. Simmons
Raymond F. Lancy
Fiscal Year
— $
— $
— $
— $
$
$
$
$
Fiscal Year
— $
— $
— $
— $
Aggregate
Earnings
in
Fiscal
Year
Aggregate
Withdrawals/
Distributions
— $
— $
— $
— $
— $
— $
— $
— $
Aggregate
Balance at
Fiscal
Year
End
—
—
—
—
The following table estimates the present value of non-qualified deferred compensation benefits under different employment
termination scenarios as of October 29, 2021:
Present
Value
of Benefit at
Termination
of
Employment
— $
— $
— $
— $
$
$
$
$
Present
Value
of Benefit if
Disabled
Present
Value
of Benefit
Upon Death
— $
— $
— $
— $
— $
— $
— $
— $
Present
Value
of Benefit
Upon
Involuntary
Termination
of
Employment
Due to
Sale/Merger/
Acquisition
—
—
—
—
Name
Allan L. Bridgford
William L. Bridgford
John V. Simmons
Raymond F. Lancy
The deferred compensation amounts are calculated using a crediting rate equal to Moody’s Average Seasoned Bond Rate, plus
2%. This rate is subject to fluctuation. Upon death, the deferred compensation benefits are paid in a lump sum equal to the individual’s
remaining account balance.
See “Compensation Discussion and Analysis – Total Compensation for Executive Officers – Non-Qualified Deferred
Compensation” for further discussion of the non-qualified deferred compensation benefits contained in the tables above.
Director Compensation
The following table summarizes the total compensation paid by the Company to directors who were not employees during
fiscal year 2021. Directors who were employees did not receive any additional compensation for their services as directors.
Name
Todd C. Andrews
Allan L. Bridgford, Jr.
Keith A. Ross
D. Gregory Scott
Mary Schott
Fees
Earned
or Paid
in
Cash
Option
Awards
Stock
Awards
$ 26,750 $ — $ — $
$ — $ — $ — $
$ 27,280 $ — $ — $
$ 27,850 $ — $ — $
$ 29,430 $ — $ — $
Non-Equity
Incentive Plan
Compensation
— $
— $
— $
— $
— $
Non-Qualified
Deferred
Compensation
Earnings
All Other
— $
— $
— $
— $
— $
Compensation Total
— $ 26,750
191,400 (1) $ 191,400
$5,375 (2) $ 32,655
— $ 27,850
— $ 29,430
(1) Effective November 3, 2020, Allan L. Bridgford, Jr. resigned as a member of the Board of Directors. Consists of (i) $191,400
paid to Allan L. Bridgford, Jr. for consulting services rendered to the Company. See Item 13. Certain Relationships and Related
Transactions, and Director Independence for further details.
(2) Consists of $5,375 paid to Keith A. Ross for consulting services rendered to the Company. See Item 13. Certain Relationships
and Related Transactions, and Director Independence for further details.
33
Narrative to Director Compensation Table
The Company uses cash compensation to attract and retain qualified candidates to serve on its Board of Directors. In setting
director compensation, the Compensation Committee considers the demands that have been placed and will continue to be placed on
the directors and the skill-level required by its directors. In addition, as with the Company’s executive officers, compensation decisions
for directors are made in the context of the Company’s focus on controlling costs and increasing profitability.
The directors are not paid an annual retainer for their service on the Board. Instead, each non-employee director was paid
$2,480 for each of the first two Board meetings attended during fiscal year 2021 and $2,830 for each subsequent Board meeting attended
in fiscal year 2021. Members of the Audit Committee were paid $350 to $550 for each Audit Committee meeting attended in fiscal year
2021 depending on the length of the meeting. Directors were not paid any additional compensation for their service on the Nominating
Committee in fiscal year 2021.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth certain information known to the Company with respect to the beneficial ownership of the
Company’s common stock as of January 21, 2022 by each shareholder known by the Company to be the beneficial owner of more than
5% of the Company’s common stock, by each director and nominee for director, by each executive officer named in the Summary
Compensation Table and by all executive officers and directors as a group. The information as to each person or entity has been furnished
by such person or group.
Amount and Nature of Shares Beneficially Owned
Sole Voting
and
Investment
Power
Shared
Voting and
Investment
Power(2)
Total
Beneficially
Owned(3)
Percentage of
Outstanding
Shares
Beneficially
Owned(3)
Incorporated
Expressway
R.H.
Green
Bridgford
St.
7,156,396
155,882
—
7,156,396
7,156,396
7,312,278
1,654
7,461
—
—
242
363
200
4,246
—
—
7,156,396
7,156,396
7,156,396
7,156,396
—
—
—
—
—
—
7,158,050
7,163,857
7,156,396
7,156,396
242
363
200
4,246
—
—
and
executive
officers
7,326,444
7,156,396
7,326,444
78.8%
80.6%
78.9%
78.9%
78.8%
78.8%
*
*
*
*
*
*
80.7%
Industries
Good-Latimer
North
Name and Address
of Beneficial Owner(1)
Bridgford
1707
Dallas, TX 75226
Allan L. Bridgford, Sr.
Baron
170
Chicago, IL 60607
William L. Bridgford
Michael L. Bridgford
Baron R.H. Bridgford II
Raymond F. Lancy
John V. Simmons
Todd C. Andrews
D. Gregory Scott
Keith A. Ross
Mary Schott
All
as a group (11 persons)
directors
* Represents ownership of less than one percent (1%) of the outstanding shares.
(1) Unless otherwise indicated, the address of such beneficial owner is the Company’s principal executive offices, which are located at
1707 South Good-Latimer Expressway, Dallas, Texas 75226.
(2) Represents shares beneficially owned by Bridgford Industries Incorporated, a Delaware corporation (“BII”) as reported on
Amendment No. 1 to Schedule 13D filed with the SEC on February 7, 2017. Other than ownership of these shares, BII does not
presently have any significant business or assets. Allan L. Bridgford, Sr., William L. Bridgford, Baron R.H. Bridgford, Michael W.
Bridgford and Baron R.H. Bridgford II presently own 18.47%, 7.77%, 9.34%, 0.58% and 0.60%, respectively, of the outstanding
voting capital stock of BII. The remaining shares of BII capital stock are owned of record, or beneficially, by 32 additional members
of the Bridgford family. The officers of BII jointly vote all of the Company’s shares held by BII.
(3) Applicable percentage of ownership as of January 25, 2022 is based upon 9,076,832 shares of common stock outstanding. Beneficial
ownership is determined in accordance with the rules of the SEC and includes voting and investment power with respect to shares
shown as beneficially owned. Except as otherwise indicated, and subject to community property laws where applicable, to the
knowledge of the Company the persons listed above have sole voting and investment power with respect to all shares shown as
beneficially owned by them.
34
Equity Compensation Plan Information
Not applicable, as we do not have any compensation plans under which our equity securities are authorized for issuance.
Item 13. Certain Relationships and Related Party Transactions, and Director Independence
Related Transactions
The Company’s general legal counsel is the son of Allan L. Bridgford, Sr. For his legal counsel, he currently is paid a fee of
$2,480 for each Board of Directors meeting attended. Total fees paid for attending Board of Directors meetings were $27,280 in fiscal
year 2021 and $24,600 in fiscal year 2020 . In addition, legal services are performed on behalf of the Company and billed by a firm in
which he is a partner. Total fees billed for legal services under this arrangement for each of fiscal years 2021 and 2020 were
approximately $170,500 and $293,000, respectively.
Former director Allan L. Bridgford, Jr., son of Allan L. Bridgford, Sr., is providing consulting services to the Chicago plant
and management. The contract on behalf of the Company with Allan L. Bridgford, Jr. is for consulting services at $1,200 per day. Total
fees billed under this arrangement were approximately $191,000 in fiscal year 2021 and $168,000 in fiscal year 2020. Under an
arrangement with Allan L. Bridgford, Jr., we did not accrue any profit sharing due to a net loss during fiscal year 2021.
Director Keith A. Ross provides real-estate consulting services to the Board and management. Fees of approximately $5,375
and $75,500 were paid for consulting services in fiscal years 2021 and 2020, respectively.
Other than the relationships noted above, the Company is not aware of any related party transactions that would require
disclosure as a related party transaction under SEC rules.
Review, Approval or Ratification of Transactions With Related Persons
The Company’s executive officers, directors, nominees for directors and principal shareholders, including their immediate
family members and affiliates, are prohibited from entering into related party transactions with the Company that would be reportable
under Item 404 of Regulation S-K without the prior approval of its Audit Committee (or other independent committee of the Board of
Directors in cases where it is inappropriate for the Audit Committee to review such transaction due to a conflict of interest). Any request
for the Company to enter into a transaction with an executive officer, director, or nominee for director, principal shareholder or any of
such persons’ immediate family members or affiliates that would be reportable under Item 404 of Regulation S-K must first be presented
to the Audit Committee for review, consideration and approval. In approving or rejecting the proposed agreement, the Audit Committee
will consider the relevant facts and circumstances available and deemed relevant, including but not limited to, the risks, costs, and
benefits to the Company, the terms of the transactions, the availability of other sources for comparable services or products, and, if
applicable, the impact on director independence. The Audit Committee shall only approve those agreements that, in light of known
circumstances, are in or are not inconsistent with the Company’s best interests, as determined in good faith by the Audit Committee (or
other independent committee, as applicable). The requirement for the Audit Committee to review related-party transactions (defined as
those transactions required to be disclosed under Item 404 of Regulation S-K) is set forth in the Amended and Restated Audit Committee
Charter, which was approved on November 8, 2010.
Director Independence
The Company is considered a “controlled company” within the meaning of Rule 5615(c)(1) of the NASDAQ Listing Rules
based on the approximate 80% beneficial ownership of its outstanding common stock by Bridgford Industries Incorporated and are
therefore exempted from various NASDAQ Listing Rules pertaining to certain “independence” requirements of its directors.
Nevertheless, the Board of Directors has determined that Messrs. Andrews and Scott, and Ms. Schott who together comprise the Audit
Committee and the Compensation Committee, are all “independent directors” within the meaning of Rule 5605 of the NASDAQ Listing
Rules. Additionally, based on its status as a “controlled company,” the Company is not required to have a Nominating Committee
comprised solely of independent directors. Rather, the full Board fulfills the role of Nominating Committee and identifies and screens
new candidates for Board membership. Nevertheless, actions of the Board, in its role as Nominating Committee, can be taken only with
the affirmative vote of a majority of the independent directors on the Board, as defined by the NASDAQ Listing Rules.
Item 14. Principal Accountant Fees and Services
Audit Fees
Fees charged by Baker Tilly for the audit of the Company’s annual financial statements and the review of the financial
statements included in the Company’s quarterly reports on Form 10-Q for fiscal years 2021 and 2020 were approximately $221,000 and
$183,000, respectively.
35
Audit-Related Fees
Audit-related fees typically consist of fees billed for assurance and related services that are reasonably related to the
performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.” These
services may include consultations related to the Sarbanes-Oxley Act and consultations concerning financial accounting and reporting
standards. There were no audit-related fees billed by Baker Tilly for fiscal year 2021 or fiscal year 2020.
Tax Fees
Tax fees are comprised of services that include assistance related to state tax compliance services and consultations regarding
federal and state research and development tax credits. No fees were billed by Baker Tilly for tax consulting during fiscal year 2021 or
fiscal year 2020.
All Other Fees
All other fees are comprised of fees for initial planning for certification of internal controls over financial reporting. No such
fees were billed by Baker Tilly for fiscal year 2021 or fiscal year 2020.
POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT SERVICES AND PERMISSIBLE NON-AUDIT
SERVICES OF INDEPENDENT ACCOUNTANTS
The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services performed by the independent
registered public accountants. These services may include audit services, audit-related services, tax services and other services. During
fiscal years 2021 and 2020, the Audit Committee approved all such services rendered by its independent registered public accountants.
For audit services, the independent registered public accountants provide the Audit Committee with an audit plan including proposed
fees in advance of the annual audit. The Audit Committee approves the plan and fees for the audit.
For non-audit services, the Company’s senior management will submit from time to time to the Audit Committee for approval
non-audit services that it recommends the Audit Committee engage the independent registered public accountants to provide during the
fiscal year. The Company’s senior management and the independent registered public accountants will each confirm to the Audit
Committee that each non-audit service is permissible under all applicable legal requirements. A budget, estimating non-audit service
spending for the fiscal year, will be provided to the Audit Committee along with the request. The Audit Committee must approve both
permissible non-audit services and the budget for such services.
36
Item 15. Exhibits and Financial Statement Schedules
(a)(1) Financial Statements. The following documents are filed as a part of this Report:
PART IV
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of October 29, 2021, and October 30, 2020
Consolidated Statements of Operations for years ended October 29, 2021, and October 30, 2020
Consolidated Statements of Comprehensive Income for years ended October 29, 2021, and October 30, 2020
Consolidated Statements of Shareholders’ Equity for years ended October 29, 2021, and October 30, 2020
Consolidated Statements of Cash Flows for years ended October 29, 2021, and October 30, 2020
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules
Not applicable for a smaller reporting company.
(3) Exhibits
(a) The exhibits below are filed herewith or incorporated herein by reference.
Page
39
41
42
43
43
44
45
Exhibit
Number
Exhibit Description
Form
File No.
Exhibit
Filing
Date
Filed
Herewith
Incorporated by Reference
3.1
3.2
4.1
10.1*
10.2*
Restated Articles of Incorporation, as amended.
Amended and Restated Bylaws.
Description of Capital Stock of the Registrant
Bridgford Foods Corporation Defined Benefit Pension Plan.
Bridgford Foods Corporation Supplemental Executive
10-K
000-02396
10-K/A 000-02396
000-02396
10-K
000-02396
10-K
000-02396
10-K
3.4
3.7
4.1
10.1
10.2
01/18/19
02/09/18
01/15/21
01/18/19
01/18/19
Retirement Plan.
10.3*
Bridgford Foods Corporation Deferred Compensation Savings
10-K
000-02396
10.3
01/18/19
Plan.
10.4*
Consulting Agreement, dated August 12, 2019, between the
8-K
000-02396
10.1
08/16/19
Registrant and Allan L. Bridgford Sr.
10.5
Purchase and Sale Agreement dated March 16, 2020 between
Bridgford Foods Processing Company and CRG Acquisition,
LLC.
21.1
24.1
31.1
Subsidiaries of the Registrant.
Power of Attorney (included as part of the signature page).
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 XBRL Instance Document.
101.SCH XBRL Taxonomy Extension Schema Document.
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB XBRL Taxonomy Extension Label Linkbase Document.
101.PRE XBRL Taxonomy Extension Presentation Linkbase
Document.
104
Cover Page Interactive Data File
8-K
000-02396
10.1
03/19/20
10-K
000-02396
21.1
01/15/21
X
X
X
X
X
X
X
X
X
X
X
*
Each of these Exhibits constitutes a management contract, compensatory plan or arrangement.
Item 16. Form 10-K Summary
Not applicable.
37
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
BRIDGFORD FOODS CORPORATION
By: /s/ MICHAEL W. BRIDGFORD
Michael W. Bridgford
Chairman of the Board
Date: January 27, 2022
POWER OF ATTORNEY
We, the undersigned directors and officers of Bridgford Foods Corporation, do hereby constitute and appoint Michael W.
Bridgford and Raymond F. Lancy, or either of them, with full power of substitution and resubstitution, our true and lawful attorneys and
agents, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all
instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or either of them, or their
substitutes, may deem necessary or advisable to enable said corporation to comply with the Securities Exchange Act of 1934, as
amended, and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this Annual
Report on Form 10-K, including specifically, but without limitation, power and authority to sign for us or any of us in our names and in
the capacities indicated below, any and all amendments; and we do hereby ratify and confirm all that the said attorneys and agents, or
either of them, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
/s/ MICHAEL W. BRIDGFORD. Chairman of the Board (Principal Executive Officer)
Michael W. Bridgford
/s/ RAYMOND F. LANCY
Raymond F. Lancy
/s/ BARON R. H. BRIDGFORD
II
Baron R. H. Bridgford II
Chief Financial Officer, Executive Vice President,
Treasurer, Assistant Secretary and Director
(Principal Financial and Accounting Officer)
President
/s/ ALLAN L. BRIDGFORD SR. Director
Allan L. Bridgford Sr.
Date
January 27, 2022
January 27, 2022
January 27, 2022
January 27, 2022
/s/ WILLIAM L. BRIDGFORD
William L. Bridgford
/s/ JOHN V. SIMMONS
John V. Simmons
/s/ TODD C. ANDREWS
Todd C. Andrews
/s/ D. GREGORY SCOTT
D. Gregory Scott
/s/ KEITH A. ROSS
Keith A. Ross
/s/ MARY SCHOTT
Mary Schott
Vice President and Director
January 27, 2022
Vice President and Director
January 27, 2022
Director
Director
Director
Director
January 27, 2022
January 27, 2022
January 27, 2022
January 27, 2022
38
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Bridgford Foods Corporation
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Bridgford Foods Corporation and its subsidiaries (the “Company”)
as of October 29, 2021 and October 30, 2020, the related consolidated statements of operations, comprehensive income, shareholders’
equity and cash flows for each of the years then ended, and the related notes (collectively referred to as the “consolidated financial
statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the
Company as of October 29, 2021 and October 30, 2020, and the results of its operations and its cash flows for each of the years then
ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion
on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (“PCAOB”) and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to
error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the
purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we
express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements
that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are
material to the consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole,
and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the
accounts or disclosures to which it relates.
Net Revenue - Reserves for Promotional Allowances
Critical Audit Matter Description
As described in Note 1 to the consolidated financial statements, contracts with customers often include some form of variable
consideration in the form of discounts, trade allowances, consumer incentives, coupons, volume-based incentives, cooperative
advertising, product returns and other such programs. Promotional allowances are treated as a reduction in revenue when the related
revenue is recognized, and are recorded at the net estimated to be received, with updates to estimates and related accruals of promotional
allowances occurring each period based on historical experience and changes in circumstances.
We identified the estimation of reserves for promotional allowances by management as a critical audit matter because the inputs and
assumptions utilized by management in estimating these reserves, including consistency of historical data and contract pricing, require
significant judgment and create a high degree of estimation uncertainty. Consequently, auditing these assumptions requires subjective
auditor judgment.
39
How We Addressed the Matter in Our Audit
The primary procedures we performed to address this critical audit matter included:
(cid:404) Obtaining an understanding of management’s processes and controls over calculating the reserves for promotional allowances,
including understanding relevant significant inputs and assumptions.
(cid:404) Performing substantive analytical procedures surrounding the reserves for promotional allowances by performing and
independent calculation of the allowance by using historical data and assumptions.
(cid:404) Evaluating the reasonableness of key inputs and assumptions relevant to the reserve for promotional allowances, including
contractual pricing and rebate arrangements with customers and historical allowance data, which were compared to source
documents, and performed sensitivity analysis over key inputs and significant assumptions.
(cid:404) Testing the accuracy, completeness, validity of the underlying data used in schedules calculating the reserve for promotional
allowances.
(cid:404) We considered transactions submitted by customers subsequent to year end up to the date of our auditor’s opinion.
We have served as the Company’s auditor since 2009.
/s/ Baker Tilly US, LLP
Irvine, California
January 27, 2022
40
BRIDGFORD FOODS CORPORATION
CONSOLIDATED BALANCE SHEETS
October 29, 2021 and October 30, 2020
(in thousands, except per share amounts)
2021
2020
Current assets:
ASSETS
Cash and cash equivalents
Restricted cash
Accounts receivable, less allowance for doubtful accounts of $127 and $16,
respectively, and promotional allowances of $2,869 and $2,550, respectively
Inventories, net
Refundable income taxes
Prepaid expenses and other current assets
$
Total current assets
Property, plant and equipment, net of accumulated depreciation and amortization
of $64,527 and $58,686, respectively
Other non-current assets
Total assets
$
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable
Accrued payroll, advertising and other expenses
Income taxes payable
Current notes payable – equipment (Note 5)
Other current liabilities
Total current liabilities
$
Long-term notes payable – equipment, bridge loan and line of credit (Note 5)
Deferred income taxes, net
Other non-current liabilities
Total liabilities
Contingencies and commitments (Notes 3, 5 and 6)
Shareholders’ equity:
Preferred stock, without par value; Authorized, - 1,000 shares; issued and
outstanding – none
Common stock, $1.00 par value; Authorized, - 20,000 shares; issued and
outstanding – 9,076
Capital in excess of par value
Retained earnings
Accumulated other comprehensive loss
Total shareholders’ equity
Total liabilities and shareholders’ equity
$
- $
375
24,384
36,771
6,156
2,571
70,257
72,886
13,647
156,790 $
12,388 $
6,890
98
1,065
5,178
25,619
36,004
3,400
16,789
81,812
-
9,134
8,298
74,252
(16,706 )
74,978
156,790 $
4,302
1,125
23,818
29,296
9,517
692
68,750
73,332
13,201
155,283
10,502
5,981
94
4,430
5,196
26,203
24,692
2,338
30,804
84,037
-
9,134
8,298
79,755
(25,941 )
71,246
155,283
See accompanying notes to consolidated financial statements.
41
BRIDGFORD FOODS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
For the fiscal years ended October 29, 2021, and October 30, 2020
(in thousands, except share and per share amounts)
October 29, 2021
October 30, 2020
(52 Weeks)
(52 Weeks)
Net sales
Cost of products sold
Gross margin
Selling, general and administrative expenses
Gain on sale of property, plant and equipment
Operating (loss) income
Other income (expense)
Interest expense
Cash surrender value gain
Total other income (expense)
(Loss) income before taxes
Benefit on income taxes
Net (loss) income
Basic (loss) earnings per share
$
240,430 $
189,046
51,384
60,127
(504 )
(8,239 )
(1,214 )
2,171
957
(7,282 )
(1,779 )
$
$
(5,503 ) $
(0.61 ) $
197,970
138,452
59,518
55,166
(58 )
4,410
(186 )
906
720
5,130
(2,193 )
7,323
0.81
Shares used to compute basic (loss) earnings per share
9,076,832
9,076,832
See accompanying notes to consolidated financial statements.
42
BRIDGFORD FOODS CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the fiscal years ended October 29, 2021 and October 30, 2020
(in thousands)
October 29, 2021
October 30, 2020
(52 Weeks)
(52 Weeks)
Net (loss) income
Other comprehensive income (loss) from defined benefit plans
Other postretirement benefit plans:
Actuarial gain
Other comprehensive income from other postretirement benefit plans, net
Other comprehensive income, before taxes
Tax benefit on other comprehensive (loss) income
Change in other comprehensive income (loss), net of tax
$
(5,503 ) $
11,992
352
352
12,344
(3,109 )
9,235
Comprehensive income, net of tax
$
3,732 $
See accompanying notes to consolidated financial statements.
7,323
(3,920 )
556
556
(3,364 )
803
(2,561 )
4,762
BRIDGFORD FOODS CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
For the fiscal years ended October 29, 2021 and October 30, 2020
(in thousands)
Shares
Amount
Capital in
excess of
par value
Retained
earnings
Accumulated
other
comprehensive
loss
Total
shareholders’
equity
Balance, November 1, 2019
9,076 $
9,134 $
8,298 $
Net income
Net change in defined benefit plans
and other benefit plans, net of tax
72,432 $
7,323
(23,380 ) $
66,484
7,323
(2,561 )
71,246
(5,503 )
9,235
74,978
(2,561 )
(25,941 ) $
9,235
(16,706 ) $
Balance, October 30, 2020
9,076 $
9,134 $
8,298 $
Net loss
Net change in defined benefit plans
and other benefit plans, net of tax
79,755 $
(5,503 )
Balance, October 29, 2021
9,076 $
9,134 $
8,298 $
74,252 $
See accompanying notes to consolidated financial statements.
43
BRIDGFORD FOODS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the fiscal years ended October 29, 2021 and October 30, 2020
(in thousands)
Cash flows from operating activities:
Net (loss) income
October 29, 2021
October 30, 2020
(52 Weeks)
(52 Weeks)
$
(5,503 ) $
7,323
Adjustments to reconcile net income to net cash (used in) provided by operating
activities:
6,669
125
319
(504 )
1,063
(1,010 )
(7,475 )
(1,879 )
3,361
(3,554 )
1,886
909
4
722
(1,125 )
(5,992 )
520
(750 )
(6,239 )
(6,469 )
(538 )
12,000
(4,053 )
7,409
(5,052 )
5,427
375 $
148 $
1,214
-
10,328
5,514
(8 )
(423 )
(58 )
6,385
(1,512 )
(2,929 )
(75 )
(9,086 )
(102 )
2,509
501
4
(412 )
2,286
9,917
39
1,125
(24,482 )
(23,318 )
(24 )
18,450
(3,076 )
15,350
1,949
3,478
5,427
336
828
40
-
Depreciation
Provision for (recovery of) losses on accounts receivable
Provision for (reduction in) promotional allowances
Gain on sale of property, plant and equipment
Deferred income taxes, net
Changes in operating assets and liabilities:
Accounts receivable
Inventories
Prepaid expenses and other current assets
Refundable income taxes
Other non-current assets
Accounts payable
Accrued payroll, advertising and other expenses
Income taxes payable
Current portion of non-current liabilities
Non-current liabilities
Net cash (used in) provided by operating activities
Cash flows from investing activities:
Proceeds from sale of property, plant and equipment
Changes in escrow balance
Additions to property, plant and equipment
Net cash used in investing activities
Cash flows from financing activities:
Payment of capital lease obligations
Proceeds from bank borrowings
Repayments of bank borrowings
Net cash provided by financing activities
Net (decrease) increase in cash and cash equivalents and restricted cash
Cash and cash equivalents and restricted cash at beginning of year
Cash and cash equivalents and restricted cash at end of year
Supplemental disclosure of cash flow information:
Cash paid for income taxes
Cash paid for interest
Non-cash information:
Transportation equipment financed by lease obligations
Repayment of equipment loans with bridge loan (see Note 5)
$
$
$
$
$
See accompanying notes to consolidated financial statements.
44
BRIDGFORD FOODS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands except share and per share amounts, time periods, ratios and percentages)
NOTE 1 - The Company and Summary of Significant Accounting Policies:
Bridgford Foods Corporation was organized in 1952. We originally began operations in 1932 as a retail meat market in San
Diego, California and evolved into a meat wholesaler for hotels and restaurants, a distributor of frozen food products, a processor and
packer of meat, and a manufacturer and distributor of frozen food products for sale on a retail and wholesale basis. We, including our
subsidiaries, are primarily engaged in the manufacturing, marketing, and distribution of an extensive line of frozen, refrigerated, and
snack food products throughout the United States.
The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned.
All inter-company transactions and balances have been eliminated.
Liquidity
For the fifty-two weeks ended October 29, 2021, we used $5,992 in operating cash flows. As of that date, we had approximately
$44,638 of net working capital and $3,000 available under our revolving line of credit. On December 1, 2021, we expanded the revolving
line of credit to $25,000 until June 15, 2022, upon which the credit limit will return to $15,000. Commodity price volatility or increases
could adversely impact our business, financial condition including liquidity, and results of operations. Despite higher commodity costs,
we may not be able to increase our product prices in a timely manner or sufficiently to offset increased commodity costs due to consumer
price sensitivity, pricing in relation to competitors and the reluctance of retailers to accept the price increase. Higher product prices
could potentially lower demand for our product and decrease volume. As of October 29, 2021, we have $1,065 of current debt on
equipment loans. We entered into a bridge loan on August 30, 2021, for up to $25,000 which we plan to use to pay off the existing
equipment loans as they come out of the lock out period and may be prepaid. As of October 29, 2021, we paid off $10,328 in equipment
loans utilizing proceeds from the new bridge loan.
Combined with the cash expected to be generated from the Company’s operations, proceeds from the pending sale of a parcel of
land and buildings located at 170 N. Green Street, in Chicago, Illinois related to the contracted gross purchase price of $60,000, income
tax refunds of $6,156, receivable on life insurance of $2,205 partially offset by payment on deferral of social security taxes, we anticipate
that we will maintain sufficient liquidity to operate our business for a reasonable period of time. We will continue to monitor the impact
of COVID-19 on our liquidity and, if necessary, take action to preserve liquidity and ensure that our business can operate during these
uncertain times.
Management believes there are various options available to generate additional liquidity to repay debt or fund operations such as
the mortgaging real estate, should that be necessary. Our ability to increase liquidity will depend upon, among other things, our business
plans, performance of operating divisions, economic conditions of capital markets, or circumstances related to the COVID-19 global
pandemic. If we are unable to increase liquidity through mortgaging real estate, 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.
Based on the current facts and circumstances, the additional financial flexibility provided by the expanded line of credit and bridge loan
facilities, the Company believes it is probable it can effectively manage liquidity in order to maintain compliance with the financial
covenants going forward. The Company has concluded that it is probable that the Company will have sufficient liquidity to meet its
obligations within one year after the issuance date of the Consolidated Financial Statements.
Use of estimates and assumptions
The preparation of financial statements in conformity with generally accepted accounting principles 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, as well as the reported revenues and expenses during the respective reporting periods.
Actual results could differ from those estimates. Amounts estimated related to liabilities for pension benefits, self-insured workers’
compensation and employee healthcare benefits are subject to inherent uncertainties and these estimated liabilities may ultimately settle
at amounts which may vary from current estimates. Other areas with underlying estimates include realization of deferred tax assets, cash
surrender or contract value of life insurance policies, promotional allowances and the allowance for doubtful accounts and inventory
reserves. Management believes its current estimates are reasonable and based on the best information available at the time.
We test long-lived assets for recoverability whenever events or changes in circumstances indicate that the carrying amount may
not be recoverable. If an impairment is indicated, we measure the fair value of assets to determine if and when adjustments are recorded.
45
Subsequent events
Management has evaluated events subsequent to October 29, 2021 through the date the accompanying consolidated financial
statements were filed with the Securities and Exchange Commission for transactions and other events that may require adjustment of
and/or disclosure in such financial statements.
The Company maintains a line of credit with Wells Fargo Bank, N.A. that extends through March 1, 2022 (extended to March 1,
2023, per expanded line of credit signed December 1, 2021). As of October 29, 2021, under the terms of this line of credit, we may
borrow up to $15,000 at an interest rate equal to the bank’s prime rate or LIBOR plus 2.0%. The line of credit has an unused commitment
fee of 0.25% of the available loan amount. We borrowed $2,000 under this line of credit on December 2, 2020, $2,000 on April 27,
2021, $2,000 on July 1, 2021, $3,000 on July 19, 2021 and $3,000 on October 15, 2021, for a combined total of $12,000. The line of
credit is presented under non-current liabilities in the Consolidated Balance Sheets.
On December 1, 2021, Wells Fargo Bank, N.A. expanded our line of credit to $25,000 through June 15, 2022 and upon which
the credit limit will return to $15,000 for the balance of the term. Under the terms of this expanded line of credit, we may borrow up to
$25,000 at an interest rate equal to the bank’s prime rate or SOFR plus 2.0%. Under the amended line of credit, the benchmark interest
rate of LIBOR has been transitioned to SOFR which could impact the cost of credit and alter the value of debt and loans. We borrowed
an additional $2,000 on November 1, 2021, $2,000 on December 16, 2021 and $2,000 on January 24, 2022.
We entered into a bridge loan on August 30, 2021, for up to $25,000 which we plan to use to pay off the existing equipment loans
as they come out of lock out. As of October 29, 2021, we paid off $10,328 in equipment loans utilizing proceeds from the new bridge
loan. On January 12, 2022, we paid off $2,778 in equipment loans (equipment loans 3.70%) utilizing proceeds from the new bridge
loan.
Based on management’s review, no other material subsequent events were identified that require adjustment to the financial
statements or additional disclosure.
Accounts Receivable
Accounts receivables are recorded at net realizable value. The value is presented net of allowance for doubtful accounts and
promotional incentives. Our accounts receivable consists mainly of trade receivables from customer sales. We evaluate the collectability
of our accounts receivable based on several factors. The provision for doubtful accounts receivable is based on historical trends and
current collectability risk. Our provision for doubtful accounts was $127 and $16 as of October 29, 2021, and October 30, 2020,
respectively.
Concentrations of credit risk
Our credit risk is diversified across a broad range of customers and geographic regions. Losses due to credit risk have recently
been immaterial. The carrying amount of cash equivalents, accounts and other receivables, accounts payable and accrued liabilities
approximate fair market value due to the short maturity of these instruments. We maintain cash balances at financial institutions, which
may at times exceed the amounts insured by the Federal Deposit Insurance Corporation. Management does not believe there is significant
credit risk associated with these financial institutions.
Sales to Wal-Mart® comprised 35.7% of revenues in fiscal year 2021 and 5.5% of total accounts receivable was due from Wal-
Mart® as of October 29, 2021. Sales to Wal-Mart® comprised 36.9% of revenues in fiscal year 2020 and 19.8% of total accounts
receivable was due from Wal-Mart® as of October 30, 2020. Sales to Dollar General® comprised 14.5% of revenues in fiscal year 2021
and 35.9% of total accounts receivable was due from Dollar General® as of October 29, 2021. Sales to Dollar General® comprised
13.6% of revenues in fiscal year 2020 and 31.1% of total accounts receivable was due from Dollar General® as of October 30, 2020.
COVID-19 pandemic
We have considered the impact of federal, state, and local government actions related to the global novel coronavirus pandemic
(“COVID-19” or “pandemic”) on our consolidated financial statements. The business disruptions associated with the pandemic had a
significant negative impact on our consolidated financial statements for the fifty-two-week period ended October 29, 2021. We expect
these events to have future business impact, the extent of which is uncertain and largely subject to whether the severity worsens. These
impacts could include but may not be limited to risks and uncertainty related to shifts in demand between sales channels, market
volatility, constraints in our supply chain, our ability to operate production facilities and worker availability. These unknowns may
subject the Company to future risks related to long-lived asset impairments, increased reserves for uncollectible accounts, price and
availability of ingredients and raw materials used in our products and adjustments to reflect the market value of our inventory.
46
Business segments
The Company and subsidiaries operate in two business segments - the processing and distribution of frozen foods products, and
the processing and distribution of snack food products. See Note 7 for further information.
Fiscal year
We maintain our accounting records on a 52-53-week fiscal basis ending on the Friday closest to October 31. As part of the
regular accounting cycle, fiscal years 2021 and 2020 included 52 weeks.
Revenues
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 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. Products are delivered to customers
primarily through our own long-haul fleet, common carrier or through a Company owned direct store delivery system. These delivery
costs, $5,299 and $4,537 for fiscal years 2021 and 2020, respectively, are included in selling, general and administrative expenses in the
accompanying consolidated financial statements. Shipping and handling that occurs after the customer has obtained control of the
product is recorded as a fulfillment cost rather than an additional assured service. 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 to receive in exchange
for providing product 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 fiscal years 2021 and 2020 were $12,787 and
$11,418, respectively.
Advertising expenses
Advertising and other promotional expenses are recorded as selling, general and administrative expenses. Advertising expenses
for fiscal years 2021 and 2020 were $2,340 and $2,246, respectively.
Cash and cash equivalents
We consider all investments with original maturities of three months or less to be cash equivalents. Cash equivalents include
money market funds and treasury bills. Cash equivalents totaled $4,302 as of October 30, 2020. All cash and cash equivalents balances
as of October 29, 2021, were held at Wells Fargo Bank N.A. As of October 29, 2021, the Company had a book overdraft of $469. The
book overdraft is recorded as a liability in accounts payable on the Consolidated Balance Sheet.
Restricted cash
Proceeds from deposits in escrow of $375 as of October 29, 2021, relate to the pending sale of a parcel of land including an
approximate 156,000 square foot four-story industrial food processing building located at 170 N. Green Street in Chicago, Illinois.
Fair value measurements
We classify levels of inputs to measure the fair value of financial assets as follows:
(cid:404)
(cid:404)
(cid:404)
Level 1 inputs: Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that are accessible at the
measurement date.
Level 2 inputs: Level 2 inputs are from other than quoted market prices included in Level 1 that are observable for the asset or
liability, either directly or indirectly.
Level 3 inputs: Level 3 inputs are unobservable and should be used to measure fair value to the extent that observable inputs are
not available.
47
The hierarchy noted above requires us to minimize the use of unobservable inputs and to use observable market data, if available,
when determining fair value.
The Company does not have any assets or liabilities measured at fair value on a recurring or non-recurring basis for the fiscal
years ended October 29, 2021, and October 30, 2020 except for pension plan investments.
Inventories
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 any excess or obsolete inventories to net realizable value. An inventory reserve is created when 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. A net realizable value reserve of $2,353 was
recorded during the 2021 fiscal year after determining that the market value on some meat products was less than the costs associated
with completion and sale of the product.
Property, plant, and equipment
Property, plant, and equipment are carried at cost less accumulated depreciation. Major renewals and improvements are charged
to the asset accounts while the cost of maintenance and repairs is charged to expense as incurred. When assets are sold or otherwise
disposed of, the cost and accumulated depreciation are removed from the respective accounts and the resulting gain or loss is credited
or charged to income. Depreciation is computed on a straight-line basis over 10 to 20 years for buildings and improvements, 5 to 10
years for machinery and equipment, and 3 to 5 years for transportation equipment. We built a processing plant from the ground up and
as such have attributed long useful lives accordingly to these types of assets employed at the new facility in Chicago. The Company
incurred interest costs of $1,214 for fiscal year 2021, all of which was recorded as interest expense in relation to the construction of the
new facility in Chicago.
Leases
Leases are recognized in accordance with Accounting Standards Update (“ASU”) 2016-02 Leases (“ASC 842”) which requires a
lessee to recognize assets and liabilities with lease terms of more than 12 months. We lease or rent property for such operations 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. In the case of
month-to-month lease or rental agreements with terms of 12 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 Product 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.
Finance lease assets are recorded within property, plant and equipment, net of accumulated depreciation and amortization. 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 consolidated balance sheets reflecting both the current and long-term obligation. 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.
Life insurance policies
We record the cash surrender value 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. The cash surrender value is included in other non-current
assets in the accompanying Consolidated Balance Sheets. Expected proceeds from life insurance recorded under prepaid expenses and
other current assets (refer to Note 2 – Composition of Certain Financial Statement Captions).
Income taxes
Deferred taxes are provided for items whose financial and tax bases differ. A valuation allowance is provided against deferred
tax assets when it is expected that it is more likely than not that the related asset will not be fully realized. The determination as to
whether or not a deferred tax asset can be fully realized is subject to a significant degree of judgment, based at least partially upon a
projection of future taxable income, which takes into consideration past and future trends in profitability, customer demand, supply
costs, and multiple other factors, which are inherently difficult to predict.
48
We provide tax accruals for federal, state, and local exposures relating to audit results, tax planning initiatives and compliance
responsibilities. The development of these accruals requires judgments about tax issues, potential outcomes, and timing. (See Note 4 for
further information). Although the outcome of these tax audits is uncertain, in management’s opinion adequate provisions for income
taxes have been made for potential liabilities emanating from these reviews. If actual outcomes differ materially from these estimates,
they could have a material impact on our results of operations.
Stock-based compensation
We measure and recognize compensation expense for all share-based payments to employees, including grants of employee stock
options, in the financial statements based on the fair value at the date of the grant. We have not issued, awarded, granted, or entered into
any stock-based payment agreements since April 29, 1999, and no such expense was recognized in fiscal years 2021 and 2020.
Comprehensive income or loss
Comprehensive income or loss consists of net income and additional minimum pension liability adjustments.
Recently issued accounting pronouncements and regulations
In February 2016, the FASB issued ASU 2016-02, “Leases”, which requires a lessee to recognize assets and liabilities with lease terms
of more than 12 months. Both capital and operating leases are to be recognized on the balance sheet. The guidance is effective for annual
reporting periods beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019 which
is our first quarter of fiscal 2020. We have analyzed all lease transactions during fiscal year 2020 and 2021 to date. The Company elected
not to reassess expired contracts or adjust comparative periods. The Company determined that no change to current accounting treatment
is warranted for most transactions due to the underlying nature of our leases. 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. The
Company performed a detailed analysis and determined that the only significant indication of a long-term lease was its lease with
Hogshed Ventures, LLC. The accounting treatment of this lease for warehouse storage included establishing a right-of-use asset and
corresponding liability was recorded for the Company’s lease with Hogshed Ventures, LLC for property located at 40th Street in Chicago
during the fourth quarter of fiscal 2020. The application of this pronouncement resulted in additional disclosures detailing our lease
arrangements. The Company adopted this guidance during the first quarter of fiscal 2020 and it did not have a material impact on our
consolidated financial statements.
49
NOTE 2 - Composition of Certain Financial Statement Captions:
2021
2020
Inventories, net:
Meat, ingredients, and supplies
Work in process
Finished goods
Prepaid expenses and other current assets
Receivable on life insurance
Prepaid insurance
Prepaid other
Property, plant and equipment, net:
Land
Buildings and improvements
Machinery and equipment
Asset impairment
Capital leased trucks
Transportation equipment
Right of use assets
Construction in process
Accumulated depreciation and amortization
Other non-current assets:
Cash surrender value benefits
Other
Accrued payroll, advertising, and other expenses:
Payroll, vacation, payroll taxes and employee benefits
Accrued advertising and broker commissions
Property taxes
Other
Other current portion of non-current liabilities (Notes 3 and 6):
Executive retirement plans
Incentive compensation
Capital lease obligation
Escrow and customer deposits
Right-of-use leases
Deferred payroll taxes current
Postretirement healthcare benefits
Other non-current liabilities (Note 3):
Defined benefit retirement plan
Executive retirement plans
Incentive compensation
Capital lease obligation
Right-of-use leases
Deferred payroll taxes non-current
Postretirement healthcare benefits
50
$
$
$
$
$
$
$
$
$
$
$
$
$
$
7,278 $
2,911
26,582
36,771 $
2,205 $
97
269
2,571 $
3,908 $
26,134
96,352
(46 )
513
9,368
615
569
137,413
(64,527 )
72,886 $
13,641 $
6
13,647 $
4,877 $
1,258
576
179
6,890 $
133 $
2,027
158
1,676
367
756
61
5,178 $
7,587 $
6,259
1,124
212
248
756
603
16,789 $
6,439
1,860
20,997
29,296
-
100
592
692
3,908
27,518
88,785
-
513
8,846
1,090
1,358
132,018
(58,686 )
73,332
13,195
6
13,201
4,287
863
566
265
5,981
163
3,074
144
1,360
372
-
83
5,196
18,678
6,380
2,996
289
719
1,103
639
30,804
NOTE 3 - Retirement and Other Benefit Plans:
Noncontributory-Trusteed Defined Benefit Retirement Plans for Sales, Administrative, Supervisory and Certain Other
Employees
We have noncontributory-trusteed defined benefit retirement plans for sales, administrative, supervisory, and certain other
employees. In the third quarter of fiscal year 2006, we froze future benefit accruals under these plans for employees classified within
the administrative, sales or supervisory job classifications or within any non-bargaining class. The benefits under these plans are
primarily based on years of service and compensation levels. The funding policy of the plans requires contributions which are at least
equal to the minimum required contributions needed to avoid a funding deficiency. The measurement date for the plans is our fiscal year
end.
Net pension cost consisted of the following:
Service cost
Interest cost
Expected return on plan assets
Amortization of unrecognized loss
Net pension cost
October 29, 2021
(52 Weeks)
October 30, 2020
(52 Weeks)
$
$
134
1,742
(3,697 )
2,722
901
$
$
127
2,025
(3,688 )
2,163
627
Net pension costs and benefit obligations are determined using assumptions as of the beginning of each fiscal year.
Weighted average assumptions for each fiscal year are as follows:
Discount rate
Rate of increase in salary levels
Expected return on plan assets
2021
2020
2.58 %
N/A
7.00 %
2.45 %
N/A
7.00 %
The benefit obligation, plan assets, and funded status of these plans as of the fiscal years ended are as follows:
Change in plan assets:
Fair value of plan assets - beginning of year
Employer contributions
Actual return on plan assets
Benefits paid
Fair value of plan assets - end of year
Change in benefit obligations:
Benefit obligations - beginning of year
Service cost
Interest cost
Actuarial loss (gain)
Benefits paid
Benefit obligations - end of year
Funded status of the plans
Unrecognized prior service costs
Unrecognized net actuarial loss
Net amount recognized
October 29, 2021
(52 Weeks)
October 30, 2020
(52 Weeks)
$
$
$
$
54,116
-
11,285
(2,106 )
63,295
72,794
134
1,742
(1,681 )
(2,107 )
70,882
(7,587 )
-
15,381
7,794
$
$
$
$
53,892
-
2,189
(1,965 )
54,116
68,022
127
2,025
4,585
(1,965 )
72,794
(19,965 )
-
27,373
7,408
We perform an internal rate of return analysis when making the discount rate selection. The discount rates were based on FTSE
Pension Liability Index (formerly Citibank) as of October 29, 2021, and October 30, 2020, respectively.
Plan assets are primarily invested in marketable equity securities, corporate and government debt securities and are administered
by an investment management company. The plans’ long-term return on assets is based on the weighted average of the plans’ investment
allocation as of the measurement date and the published historical returns for those types of asset categories, taking into consideration
inflation rate forecasts. No expected employer contribution to the plans in fiscal year 2022 is planned.
For fiscal year 2021, our actuary updated mortality tables from the Pri-2012 Total Dataset Mortality Table with MP-2020 Scaling
to Pri-2012 Total Dataset Mortality Table with MP-2021 Scaling. The expected rate of return on plan assets remained the same at 7.00%
effective for fiscal years 2021 and 2020, respectively.
5(cid:20)
The actual and target allocation for plan assets are as follows:
Asset Class
Large Cap Equities
Mid Cap Equities
Small Cap Equities
International (equities only)
Fixed Income
Cash and other
Total
Target
Asset
2021
Allocation
2020
Target
Asset
Allocation
23.2 %
0.0 %
9.1 %
24.3 %
37.4 %
6.0 %
100.0 %
23.0 %
0.0 %
9.0 %
25.0 %
37.0 %
6.0 %
100.0 %
21.5 %
0.0 %
13.5 %
25.7 %
37.5 %
1.8 %
100.0 %
22.0 %
0.0 %
12.0 %
26.0 %
39.0 %
1.0 %
100.0 %
The fair value of our pension plan assets as of October 29, 2021 and the level under which fair values were determined, using the
hierarchy described in Note 1, is as follows:
Level 1
Level 2
Level 3
Total
2021
Total plan assets
$
63,295
-
- $
63,295
Expected payments for pension benefits are as follows:
Fiscal Years
2022
2023
2024
2025
2026
2027-2031
Executive Retirement Plans
Non-Qualified Deferred Compensation
Pension Benefits
2,800
$
2,968
$
3,135
$
3,318
$
3,431
$
17,898
$
Effective January 1, 1991, we adopted a deferred compensation savings plan for certain key employees. Under this arrangement,
selected employees contribute a portion of their annual compensation to the plan. We contribute an amount to each participant’s account
by computing an investment return equal to Moody’s Average Seasoned Bond Rate plus 2%. Employees receive vested amounts upon
death, termination, or attainment of retirement age. No benefit expense was recorded under this plan for fiscal years 2021 and 2020.
Supplemental Executive Retirement Plan
Retirement benefits otherwise available to certain key executives under the Primary Benefit Plan have been limited by the effects
of the Tax Equity and Fiscal Responsibility Act of 1982 (“TEFRA”) and the Tax Reform Act of 1986 (“TRA”). To offset the loss of
retirement benefits associated with TEFRA and TRA, the Company has adopted a non-qualified “makeup” benefit plan (the
“Supplemental Executive Retirement Plan”). Benefits will be provided under the Supplemental Executive Retirement Plan in an amount
equal to 60% of each participant’s final average earnings minus any pension benefits and primary insurance amounts available to them
under Social Security. However, in all cases the benefits are capped at $120,000 per year for Allan L. Bridgford. Benefits provided
under this plan for William L. Bridgford and Raymond F. Lancy are calculated at 50% of final average earnings, capped at $200,000
per year, without offsets for other pension or Social Security benefits.
Benefits payable related to these plans and included in the accompanying consolidated financial statements were $6,392 and
$6,544 as of October 29, 2021, and October 30, 2020, respectively. In connection with these arrangements, we are the beneficiary of
life insurance policies on the lives of certain key employees and retirees. The aggregate cash surrender value of these policies, included
in non-current assets, was $13,641 and $13,195 as of October 29, 2021, and October 30, 2020, respectively.
52
Expected payments for executive postretirement benefits are as follows:
Fiscal Years
2022
2023
2024
2025
2026
2027-2031
Executive
Postretirement
Benefits
$
$
$
$
$
$
533
533
533
533
533
2,631
Incentive Compensation Plan for Certain Key Executives
We provide an incentive compensation plan for certain key executives, which is based upon our pretax income. The payment of
these amounts is generally deferred over three or five-year periods. The total amount payable related to this arrangement was $3,151
and $6,070 as of October 29, 2021, and October 30, 2020, respectively. Future payments are approximately $2,027, $908, $118, $67,
and $31 for fiscal years 2022 through 2026, respectively.
Postretirement Healthcare Benefits for Selected Executive Employees
We provide postretirement health care benefits for selected executive employees. Net periodic postretirement healthcare (benefit)
cost is determined using assumptions as of the beginning of each fiscal year, except for the total actual benefit payments and the discount
rate used to develop the net periodic postretirement benefit expense, which is determined at the end of the fiscal year.
Net periodic postretirement healthcare cost (benefit) consisted of the following:
October 29, 2021
October 30, 2020
(52 Weeks)
(52 Weeks)
Service cost
Interest cost
Amortization of prior service cost
Amortization of actuarial gain
Net periodic postretirement healthcare cost (benefit)
$
$
- $
13
-
(1 )
12 $
Weighted average assumptions for the fiscal years ended October 29, 2021, and October 30, 2020, are as follows:
Discount rate
Medical trend rate next year
Ultimate trend rate
Year ultimate trend rate is achieved
2021
2020
2.57 %
8.00 %
5.00 %
2026
The table below shows the estimated effect of a 1% increase in healthcare cost trend rate on the following:
Interest cost plus service cost
Accumulated postretirement healthcare obligation
2021
2020
$
$
2 $
67 $
The table below shows the estimated effect of a 1% decrease in healthcare cost trend rate on the following:
Interest cost plus service cost
Accumulated postretirement healthcare obligation
2021
2020
$
$
(1 ) $
(56 ) $
3
16
-
-
19
2.43 %
8.00 %
5.00 %
2026
2
59
(2 )
(50 )
53
The healthcare obligation and funded status of this plan as of the fiscal years ended are as follows:
Change in accumulated postretirement healthcare obligation:
Healthcare obligation - beginning of year
Service cost
Interest cost
Actuarial gain
Benefits paid
Healthcare obligation – end of year
Funded status of the plans
Unrecognized prior service costs
Unrecognized net actuarial gain
Unrecognized amounts recorded in other comprehensive income
Postretirement healthcare liability
Expected payments for the postretirement benefits are as follows:
2021
2020
$
$
$
588 $
-
13
(54 )
(17 )
530 $
530
-
(119 )
119
530 $
586
3
16
(8 )
(9 )
588
588
-
(66 )
66
588
Fiscal Years
2022
2023
2024
2025
2026-2030
Postretirement
Healthcare
Benefits
$
$
$
$
$
43
23
23
24
118
401(K) Plan for Sales, Administrative, Supervisory and Certain Other Employees
During the fiscal year ended November 3, 2006, we implemented a qualified 401(K) retirement plan (the “401K Plan”) for our
sales, administrative, supervisory, and certain other employees. During fiscal years 2021 and 2020, we made total employer contributions
to the 401K Plan in the amounts of $801 and $754, respectively.
NOTE 4 - Income Taxes:
The benefit on income taxes includes the following:
Current:
Federal
State
Deferred:
Federal
State
October 29, 2021
October 30, 2020
(52 Weeks)
(52 Weeks)
$
$
160 $
107
267
(2,102 )
56
(2,046 )
(1,779 ) $
(9,517 )
135
(9,382 )
7,097
92
7,189
(2,193 )
54
The total tax benefit differs from the expected amount computed by applying the statutory federal income tax rate to income
before income taxes as follows:
October 29, 2021
October 30, 2020
(52 Weeks)
(52 Weeks)
(Benefit) provision for federal income taxes at the applicable statutory rate
Increase in provision resulting from state income taxes, net of federal income tax
benefit
Change in federal rate – NOL carryback
Research and development tax credit
Non-taxable life insurance gain
Other, net
Benefit for income taxes
$
$
(1,529 ) $
143
-
-
(556 )
163
(1,779 ) $
Deferred income taxes result from differences in the basis of assets and liabilities for tax and accounting purposes.
Receivables allowance
Returns allowance
Inventory packaging reserve
Inventory overhead capitalization
Employee benefits
Deferred payroll tax
Other
State taxes
Incentive compensation
Pension and health care benefits
Depreciation
Net operating loss carry-forward and credits
Valuation allowance established against state NOL
Deferred income tax assets, net
2021
2020
$
$
33 $
94
808
570
708
397
221
(34 )
819
3,794
(13,776 )
3,029
(63 )
(3,400 ) $
1,052
179
(2,868 )
(358 )
(190 )
(8 )
(2,193 )
4
70
33
427
525
290
120
(182 )
1,387
6,752
(12,944 )
1,273
(77 )
(2,322 )
Management is required to evaluate whether a valuation allowance should be established against its deferred tax assets based on the
consideration of all available evidence using a “more likely than not” standard. Realization of deferred tax assets is dependent upon
taxable income in prior carryback years, estimates of future taxable income, tax planning strategies, and reversals of existing taxable
temporary differences.
As of October 29, 2021, 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 2021 and determined that some of its California net operating loss (“NOL”)
may not be utilized. Therefore, a valuation allowance of $63 has been retained for such portion of the California NOL.
As of October 29, 2021, the Company had NOL carryforwards of approximately $10,336 for federal and $8,109 for state purposes. The
federal loss will be carried forward indefinitely until it can be utilized against future taxable income. The state loss carryforwards will
expire at various dates from 2021 through 2040.
In July 2006, the FASB issued guidance to clarify the accounting for uncertainty in income taxes recognized in an enterprise’s financial
statements. This interpretation prescribed a recognition threshold and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return. The guidance also discussed derecognition, classification,
interest and penalties, accounting in interim periods, disclosure, and transition. The cumulative effect, if any, of applying this guidance
is to be reported as an adjustment to the opening balance of retained earnings in the year of adoption. The provisions of this guidance
have been incorporated into ASC 740-10.
As of October 29, 2021, we have provided a liability of $173 to unrecognized tax benefits related to various federal and state income
tax matters. $76 of this liability will reduce our effective income tax rate if the asset is recognized in future reporting periods. We have
not identified any new unrecognized tax benefits.
As of October 30, 2020, we have provided a liability of $169 to unrecognized tax benefits related to various federal and state income
tax matters. None of this liability will reduce our effective income tax rate if the asset is recognized in future reporting periods. We have
not identified any new unrecognized tax benefits.
55
A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:
Balance at beginning of year
Additions based on tax positions related to the current year
Additions for tax positions of prior years
Reductions for tax positions of prior years
Settlements
Balance at end of year
October 29, 2021
October 30, 2020
(52 Weeks)
(52 Weeks)
$
$
169 $
-
4
-
-
173 $
90
-
79
-
-
169
We recognize any future accrued interest and penalties related to unrecognized tax benefits in income tax expense. As of October 29,
2021, we had approximately $25 in accrued interest and penalties which is included as a component of the $173 unrecognized tax benefit
noted above.
Our federal income tax returns are open to audit under the statute of limitations for the years ended October 31, 2018 through 2020.
We are subject to income tax in California and various other state taxing jurisdictions. Our state income tax returns are open to audit
under the statute of limitations for the years ended October 31, 2017 through 2020.
We do not anticipate a significant change to the total amount of unrecognized tax benefits within the next 12 months.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted in response to the
COVID-19 pandemic. The CARES Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income
for taxable years beginning before January 1, 2021. In addition, the CARES Act allows NOLs incurred in taxable years beginning after
December 31, 2017 and before January 1, 2021 to be carried back to each of the five preceding taxable years to generate a refund of
previously paid income taxes. The Company has filed a federal income tax return for tax year 2018 (FY19) and, has carried back a
taxable loss of $9,919 to tax years 2014 (FY15) and 2015 (FY16). Furthermore, the Company also carried back $21,687 of net operating
loss from FY20 against any remaining taxable income of tax year 2015 (FY16) and taxable income of tax years 2016 (FY 17) and 2017
(FY 18). The carryback of net operating losses will also release $358 of research & development credits, which will become available
for utilization in future years.
On December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (the “Tax Act”). Among other significant changes,
the Tax Act reduced the corporate federal income tax rate from 35% to 21%. The carryback of NOLs from tax years 2018 and 2019
under the CARES Act to pre-Tax Act years has generated an income tax benefit of $3,091 due to the difference in income tax rates. The
release of research and development credits has generated an income tax benefit of $358. These income tax benefits have been recorded
in the income tax provision for fiscal year 2020.
The effective tax rate was 24.4% and -42.7% for fiscal years 2021 and 2020, respectively. The effective tax rate for fiscal year 2020 was
impacted by the rate differential on NOL carryback available under the CARES Act discussed in the paragraphs above. In addition, the
effective tax rates for fiscal years 2021 and 2020 were impacted by such items as non-deductible meals and entertainment, non-taxable
gains and losses on life insurance policies and state income taxes.
56
NOTE 5 - Line of Credit and Borrowing Agreements:
The following table reflects major components of our line of credit and borrowing agreements as of October 29, 2021 and October 30,
2020.
Revolving credit facility
Equipment notes:
4.13% note due 12/24/25, out of lockout 12/26/20
3.98% note due 04/21/26, out of lockout 04/23/21
3.70% note due 12/21/26, out of lockout 12/23/21
3.29% note due 03/05/27, out of lockout 03/06/22
3.68% note due 04/16/27, out of lockout 04/17/22
SOFR plus 2.00% bridge loan due 03/01/23
Total debt
Less current debt
Total long-term debt
Revolving Credit Facility
October 29, 2021
$
12,000 $
October 30, 2020
-
-
2,901
5,951
5,888
10,329
37,069
(1,065 )
36,004 $
$
-
5,823
6,145
3,393
6,940
6,821
-
29,122
(4,430 )
24,692
We maintain a line of credit with Wells Fargo Bank, N.A. that extends through March 1, 2022 (extended to March 1, 2023, per expanded
line of credit signed December 1, 2021). As of October 29, 2021, under the terms of this line of credit, we may borrow up to $15,000 at
an interest rate equal to the bank’s prime rate or LIBOR plus 2.0%. The line of credit has an unused commitment fee of 0.25% of the
available loan amount. We borrowed $2,000 under this line of credit on December 2, 2020, $2,000 on April 27, 2021, $2,000 on July 1,
2021, $3,000 on July 19, 2021 and $3,000 on October 15, 2021, for a combined total of $12,000. The line of credit is presented under
non-current liabilities in the Consolidated Balance Sheets. On December 1, 2021, Wells Fargo Bank, N.A. expanded our line of credit
to $25,000 through June 15, 2022 upon which the credit limit will return to $15,000 for the balance of the term. Under the terms of this
expanded line of credit, we may borrow up to $25,000 at an interest rate equal to the bank’s prime rate or secured overnight financing
rate (“SOFR”) plus 2.0%. Under the amended line of credit, the benchmark interest rate of LIBOR has been transitioned to SOFR which
could impact the cost of credit and alter the value of debt and loans. We borrowed an additional $2,000 on November 1, 2021, and
$2,000 on December 16, 2021. Refer to Note 1 – Subsequent Events of the Notes to Consolidated Financial Statements included in this
Report for further information.
Equipment Notes 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 above. We
subsequently entered into additional master collateral loan and security agreements with Wells Fargo Bank, N.A. on each of 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 above.
Bridge Loan
On August 30, 2021, we entered into a loan commitment note for a bridge loan of up to $25,000 which we plan to use to pay off the
existing equipment loans as they come out of the lock out period and may be prepaid (dates detailed in the table above). The outstanding
principal balances of the bridge loan shall be due and payable in full on the earlier of the following dates (1) August 31, 2023 or (2) one
Federal Reserve business day after the closing of the transactions contemplated under that certain Purchase and Sale Agreement dated
March 16, 2020, as amended, between Bridgford Foods Processing Corporation and CRG Acquisition, LLC (the “March 2020 Purchase
and Sale Agreement”. As of October 29, 2021, we prepaid $10,328 in equipment loans (equipment loans 4.13% and 3.98% above)
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. On January 12, 2022, we paid off $2,778 in equipment loans (equipment loan 3.70% above) utilizing proceeds from the
new bridge loan. Refer to Note 1 - Subsequent Events for further information.
Loan Covenants
The Wells Fargo Loan Agreements contain various affirmative and negative covenants that limit the use of funds and define other
provisions of the loan.
57
The main financial covenants are listed below:
(cid:404) Total Liabilities divided by Tangible Net Worth not greater than 2.5 to 1.0 at each fiscal quarter,
(cid:404) Quick Ratio not less than .85 to 1.0 at each fiscal quarter end
(cid:404) Fixed Charge Coverage Ratio not less than 1.25 to 1.0 as of each fiscal quarter end, determined on a trailing 4-quarter basis
and
(cid:404) Capital Expenditures less than $5,000.
The Company was in violation of the capital expenditure and fixed charge coverage ratio covenant which were subsequently waived
(per letter dated January 25, 2022). The Company was in compliance with all other covenants under the Wells Fargo Loan Agreements
as of October 29, 2021
Aggregate contractual maturities of debt in future fiscal years are as follows as of October 29, 2021.
Fiscal Years
2022
2023
2024
2025
2026-2027
Debt Payable
$
$
$
$
$
1,065
23,761
2,588
2,681
6,974
NOTE 6- Contingencies and Commitments:
The Company leases warehouse and/or office facilities 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 – Leases.
The Company leases three long-haul trucks received during fiscal year 2019. The six-year leases for these trucks expire in 2025.
Amortization of equipment under capital lease was $70 in 2021. The Company leased one long-haul truck for $40 received during fiscal
year 2021, and that lease term is two years.
The Company performed a detailed analysis and determined that the only indication of a long-term lease in addition to
transportation lease for long-haul trucks was Hogshed Ventures, LLC. A right-of-use asset and corresponding liability for warehouse
storage space was recorded for $615 for Hogshed Ventures, LLC for 40th Street in Chicago, Illinois, as of October 29, 2021. We lease
this space under a non-cancelable operating lease. This lease does not have significant rent escalation holidays, concessions, leasehold
improvement incentives or other build-out clauses. Further this lease does not contain contingent rent provisions. This lease terminates
on June 30, 2023. This lease includes both lease (e.g., fixed rent) and non-lease 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 right-of-use asset.
This lease does not provide an implicit rate and we estimated our incremental interest rate to be approximately 1.6%. 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.
The following is a schedule by years of future minimum lease payments for transportation leases and right-of-use assets:
Fiscal Year
2022
2023
2024
2025
2026
Later Years
Total minimum lease payments(a)
Less: Amount representing executory costs
Less: Amount representing interest(b)
Present value of future minimum lease payments(c)
Financing
Obligations
500
381
101
70
-
-
1,052
(59 )
(8 )
985
$
$
$
(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 Note 2, as current and noncurrent obligations under capital leases of $158 and $212, respectively, and right-of-use
assets of $367 and $248, respectively.
58
NOTE 7 - Segment Information:
We have two reportable operating segments, Frozen Food Products (the processing and distribution of frozen 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 expenses
include corporate accounting, information systems, human resource, and marketing management at the corporate level. These activities
are allocated to each operating segment based on revenues and/or actual usage.
The following segment information is for the fiscal years ended October 29, 2021 (52 weeks) and October 30, 2020 (52 weeks):
2021
Net sales
Cost of products sold
Gross margin
SG&A
(Gain) on sale of property, plant, and equipment
Operating income (loss)
Total assets
Additions to PP&E
2020
Net sales
Cost of products sold
Gross margin
SG&A
(Gain) loss on sale of property, plant, and equipment
Operating income (loss)
Total assets
Additions to PP&E
$
$
$
$
$
$
$
$
Segment Information
Frozen Food
Products
Snack Food
Products
41,510 $
29,547
11,963
11,950
(146 )
159 $
198,920 $
159,499
39,421
48,177
(358 )
(8,398 ) $
Other
Totals
- $
-
-
-
-
- $
240,430
189,046
51,384
60,127
(504 )
(8,239 )
12,760 $
321 $
121,499 $
5,918 $
22,531 $
- $
156,790
6,239
Segment Information
Frozen Food
Products
Snack Food
Products
41,241 $
27,687
13,554
12,790
-
764 $
156,729 $
110,766
45,963
42,376
(58 )
3,645 $
Other
Totals
- $
-
-
-
-
- $
197,970
138,452
59,518
55,166
(58 )
4,410
11,490 $
284 $
115,657 $
24,198 $
28,136 $
- $
155,283
24,482
The following information further disaggregates our sales to customers by major distribution channel and customer type for the fiscal
years ended October 29, 2021, and October 30, 2020, respectively.
2021
Distribution Channel
Direct store delivery
Direct customer warehouse
Total Snack Food Products
Distributors
Total Frozen Food Products
Retail (a)
Foodservice
(b)
Totals
$
143,239 $
55,681
198,920
- $
-
-
8,805
8,805
32,705
32,705
143,239
55,681
198,920
41,510
41,510
Total Net Sales
$
207,725 $
32,705 $
240,430
(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.
59
2020
Distribution Channel
Direct store delivery
Direct customer warehouse
Total Snack Food Products
Distributors
Total Frozen Food Products
Retail (a)
$
117,386 $
39,343
156,729
Foodservice
(b)
Totals
- $
-
-
117,386
39,343
156,729
41,241
41,241
9,639
9,639
31,602
31,602
Total Net Sales
$
166,368 $
31,602 $
197,970
(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.
NOTE 8 - Unaudited Interim Financial Information:
Not applicable for a smaller reporting company.
60
Exhibit 31.1
I, Michael W. Bridgford, certify that:
1. I have reviewed this annual report on Form 10-K of Bridgford Foods Corporation;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent
functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Dated: January 27, 2022
/s/ MICHAEL W. BRIDGFORD
Michael W. Bridgford, Chairman of the Board
(Principal Executive Officer)
Exhibit 31.2
I, Raymond F. Lancy, certify that:
1. I have reviewed this annual report on Form 10-K of Bridgford Foods Corporation;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent
functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Dated: January 27, 2022
/s/ RAYMOND F. LANCY
Raymond F. Lancy
Chief Financial Officer, Executive Vice President,
Treasurer and Assistant Secretary
(Principal Financial and Accounting Officer)
Certification Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, Michael W. Bridgford, Chairman of the Board of Bridgford Foods Corporation (the “Company”), certify, pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
(1) the Annual Report on Form 10-K of the Company for the fiscal year ended October 29, 2021 (the “Report”) fully complies
with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 780(d)); and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
Exhibit 32.1
of the Company.
Dated: January 27, 2022
/s/ MICHAEL W. BRIDGFORD
Michael. W. Bridgford
Chairman of the Board
(Principal Executive Officer)
This certification accompanies the Annual Report on Form 10-K pursuant to Section 13(a) and Section 15(d) of the Securities Exchange
Act of 1934 and 18 U.S.C. Section 1350 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities
Exchange Act of 1934.
Certification Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, Raymond F. Lancy, Chief Financial Officer, Executive Vice President, Treasurer and Assistant Secretary of Bridgford Foods
Corporation (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
(1) the Annual Report on Form 10-K of the Company for the fiscal year ended October 29, 2021 (the “Report”) fully complies
with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 780(d)); and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
Exhibit 32.2
of the Company.
Dated: January 27, 2022
/s/ RAYMOND F. LANCY
Raymond F. Lancy
Chief Financial Officer, Executive Vice President
Treasurer and Assistant Secretary
(Principal Financial and Accounting Officer)
This certification accompanies the Annual Report on Form 10-K pursuant to Section 13(a) and Section 15(d) of the Securities Exchange
Act of 1934 and 18 U.S.C. Section 1350 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities
Exchange Act of 1934.
TO OUR SHAREHOLDERS
DIRECTORS
OFFICERS
DIVISION MANAGERS
Todd C. Andrews
Former Vice President and Controller,
Public Storage, Inc.
Allan L. Bridgford
Consultant, Former Chairman
of the Executive Committee
William L. Bridgford
Vice President, and Chairman
of the Executive Committee
Raymond F. Lancy
Executive Vice President,
Chief Financial Officer,
Treasurer and member of
the Executive Committee
Baron R.H. Bridgford II
President
Michael W. Bridgford
Chairman
Raymond F. Lancy
Executive Vice President,
Chief Financial Officer,
Treasurer and member of
the Executive Committee
William L. Bridgford
Vice President, and Chairman
of the Executive Committee
Cindy Matthews–Morales
Corporate Secretary
and Controller
Chris Cole
Senior Vice President
Bob Delong
Vice President,
Information Technologies
Christian Quigley
Vice President
John V. Simmons
Vice President, and member
of the Executive Committee
Keith A. Ross
President,
KR6, Inc.
Mary Schott
Consultant,
Financial Services
D. Gregory Scott
Managing Director,
Peak Holdings, LLC
John V. Simmons
Vice President
Baron R. H. Bridgford
President,
Bridgford Foods of Illinois
Blaine K. Bridgford
President,
Superior Foods Division
Monty Griffith
Vice President,
Bridgford Foods of North Carolina
Brandon Bridgford
Bakery Manager,
Dallas - Frozen-Rite Division
Jeffrey D. Robinson
Bakery Manager,
Anaheim - Bread Division
2021 Annual Report Final.pdf 1 3/18/22 2:54 PM
Our 2021 fiscal year was a year of tremendous growth and opportunity. It was also a
Our new state-of-the art meat processing facility in Chicago is fully operational, and it is
year full of challenges. Sales during the fiscal year reached a record level and were up
producing the highest quality meat snacks available in the marketplace with improved
21.4% over the prior year at $240,430,000. The Company reported an overall pre-tax
efficiency and consistency. Our management team in Chicago continues to do a superb
loss of $7,282,000, equal to $0.80 per share. The loss after taxes was $5,503,000,
job of managing record high demands for our products, record high employee head
equal to $0.61 per share. We believe that the many adjustments we made while
count, and the challenges that come with high meat prices, limited labor availability,
dealing with the challenges we were presented in 2021 have positioned us to
and ingredient and supply shortages.
experience further growth and a return to profitability in 2022.
FINANCIAL MATTERS
We are sad to report that on October 6, 2021, we lost a very important member of the
Our working capital totaled $44,638,000 at October 29, 2021, $2,091,000 (4.9%)
Bridgford Foods family. Former Chief Financial Officer and President Robert E. “Bob”
higher than at the beginning of the fiscal year, and our working capital ratio increased
Schulze passed away at the age of 86. Bob faithfully served Bridgford Foods for 40
to 2.7 to 1 at October 29, 2021, compared to 2.6 to 1 at October 30, 2020.
years before retiring in 2004, and he will be greatly missed by all of us.
SALES AND MARKETING HIGHLIGHTS
Our Chicago Dry Sausage and Meat Snack division continued its rapid growth in 2021.
Although shipments to our Direct Store Delivery (DSD) routes were cut back a bit in the
latter half of 2021 due to rising commodity costs and limited ingredient supply, the
The increase in working capital was mainly due to refinancing existing equipment loans
to a bridge loan which eliminated the principal amount due and reduced interest rates.
We did not contribute toward our defined benefit pension plan during the 2021 fiscal
year. The defined benefit plan was frozen in the 3rd quarter of 2006 and replaced with
a 401(k) defined contribution plan.
division still managed to post an impressive 26.5% increase in sales in 2021 at
We maintain a line of credit with Wells Fargo Bank which was increased to $25,000,000
$198,920,000. This is by far the highest sales total ever achieved by the division.
on December 1, 2021 with an unused commitment fee of 0.25% of the available loan
We built on the momentum gained in 2020 as consumers frequented grocery stores and
amount. The amended line of credit expires March 1, 2023. The Company borrowed
discounters more often than in years past largely due to the impact the COVID-19
$12,000,000 under this line of credit during fiscal 2021 which was still outstanding
pandemic had on shopping trends. Our relationships with our customers have never
as of October 29, 2021. The Company borrowed an additional $4,000,000 under the
been stronger, and we are confident that this will lead to further growth in the years
line of credit in increments of $2,000,000 on November 1, 2021 and December 16,
to come. In addition to a solid performance by our DSD routes, the division sold $5.8
2021, respectively.
million to convenience store customers, a market that we were not in just two years ago.
The Bridgford Professional Angling team had a great year. Despite the ongoing
agreement with Wells Fargo Bank, N.A. (the “Original Wells Fargo Loan Agreement”)
pandemic, the team participated in 45 tournaments and achieved 13 top ten finishes.
for equipment financing (as amended) to expand our Chicago facility. Pursuant to the
As a team, our wrapped boats and rigs drove more than 267,000 miles while traveling
Original Wells Fargo Loan Agreement, we borrowed a total of $33,450,000 over
across the country, garnering us valuable advertising impressions as we traveled.
several years through April 17, 2020. The outstanding balance of these loans after
In terms of advertising, our team conservatively reached 27 million consumers with our
conversion to bridge loan (described below) was $14,741,000 at October 29, 2021.
On December 26, 2018, we entered into a master collateral loan and security
wrapped vehicles, which are estimated to have a retainability rate over 5 times higher
than traditional advertising mediums. Our team has accumulated 180,000 followers on
social media and our team captain, Randy Blaukat, has single-handedly generated
almost 7 million YouTube views. Our collaboration with the Wild West Bass Trail and its
APEX Pro Cup Series has been a valuable tool in growing our brand in the west, and
we’re looking forward to continued collaboration with the organization.
In the Frozen Food division, we wrapped up the year with sales of $41,510,600, a gain
of 0.7% over the prior year. The division was still feeling the effects of the COVID-19
pandemic, but we are very happy that we retained nearly all our customers and
remained profitable during the year. Although volume is still lagging behind where it
was in our 2019 fiscal year, our overall customer count remains high, and new business
opportunities continue to come our way. The reopening of most schools in 2021 greatly
contributed to the increase in sales last year. The individually-wrapped biscuits and rolls
we developed specifically for the schools were well received, and we saw many new
sales materialize as a result of us introducing these new items to the trade. While the
foodservice industry is still not completely back to pre-pandemic status, we are
optimistic that the landscape will continue to improve, likely resulting in an even better
year for us in 2022. Our retail business remained strong in 2021 as gains realized in
2020 carried over to 2021. We believe this was due to many consumers trying our
products for the first time during the rush on grocery stores directly after the beginning
of the pandemic. People tried our products, and they liked them, so they decided to
keep buying them. As the 2021 fiscal year wound down, the biggest supply-chain
challenge we faced concerned securing packaging materials for the many products we
make. Unfortunately, it appears this will be something we have to deal with through at
least the first two quarters of our 2022 fiscal year.
OPERATIONS
For the second consecutive year, commodity prices soared. Our bread division paid
about $450,000 more for key ingredients than it paid in 2020, and our meat snack
division spent a whopping $12.7 million more for its key ingredients than in the prior
year. The 21.4% increase in sales across both divisions contributed somewhat to
the increase in spending on commodities, but even without an increase in sales,
both divisions would have felt a tremendous impact caused by the higher cost of
commodities throughout the year. Both divisions reacted by raising their prices and/or
reducing some package sizes, with certain product categories having their prices raised
twice as a result of the record high commodity prices experienced in 2021. As we begin
our 2022 fiscal year, flour prices remain extremely high. Beef and pork prices are
starting to show signs of relief, but beef in particular remains uncharacteristically high.
On August 30, 2021, we entered into a bridge loan of up to $25,000,000 which we
plan to use to pay off the existing equipment loans as they come out of the lock out
period and are eligible to be prepaid. The outstanding balance of these loans was
$10,328,000 at October 29, 2021.
Shareholders’ equity totaled $74,978,000, an increase of $3,732,000 (5.2%)
compared to the end of the prior year. Net loss from operations before taxes and other
income (expense) was $8,239,000 for the fiscal year ended October 29, 2021.
Our frozen defined benefit pension plan recognized a gain of $11,992,000 in
Shareholders’ equity. This gain resulted primarily from an increase in the Citigroup
Pension Liability Index from 2.45% in fiscal year 2020 to 2.58% in fiscal year 2021.
This rate is used to compute the present value of our defined benefit pension obligations.
We did not repurchase any shares of the Company’s common stock during 2020.
Approximately 120,000 shares of the Company’s common stock remain available for
repurchase under the 2 million share repurchase plan previously authorized by the
Board of Directors. Shareholders’ equity per share was $8.26 at October 29, 2021
compared to $7.85 at October 30, 2020.
Management assessed the effectiveness of the Company’s internal control over
financial reporting for the fiscal year ended October 29, 2021. We believe our control
systems remain effective. Management’s Report on Internal Controls over Financial
Reporting is included in the Form 10-K report. No significant weaknesses in internal
accounting control, to the extent identified, were unresolved at the conclusion of the
2021 fiscal year.
SUMMARY
The last two fiscal years have been unlike any our company has ever seen. Internally,
we like to refrain from using words like “problem” when faced with difficult situations;
we prefer to use the word “opportunity.” When facing circumstances that seem difficult
and troublesome, we do our best to turn those situations into opportunities for us to
communicate better with our customers and employees and to potentially find a better
way to handle a situation than we might have previously chosen. 2021 was full of
opportunities, and we believe we met those opportunities with clarity and sound
judgment. We have improved our operational efficiency, significantly increased our
sales, and raised our prices so that we can swiftly return to, and stay at, a state of
profitability. It is also notable that there are presently ten members of the Bridgford
family’s 4th generation working in key roles throughout the organization, and they are
spread out across the country handling a wide variety of responsibilities across all our
divisions. We are excited to grow and improve in 2022! Thank you for your continued
support of Bridgford Foods.
Respectfully,
February 15, 2022
Michael W. Bridgford
Chairman
Baron R.H. Bridgford II
President
Raymond F. Lancy
Chief Financial Officer
2021 Annual Report Final.pdf 2 3/18/22 2:54 PM
Bridgford Foods Corporation
1601 S. Good Latimer Expressway
Dallas, Texas 75226
Phone (214) 428-1535
www.bridgford.com
Major Operating Facilities
Anaheim, California
Chicago, Illinois
Dallas, Texas
Statesville, North Carolina
Transfer Agent and Registrar
Continental Stock Transfer
& Trust Company
1 State Street, 30th Floor
New York, NY 10004
1-800-509-5586
Independent Accountants
Baker Tilly US, LLP
Irvine, California
A N N U A L R E P O R T 2 0 21
©2022 Bridgford Foods Corp. YW 048-1315
Form 10-K and Form 10-K/A