N O T I C E O F 2 0 2 4 A N N U A L M E E T I N G A N D P R O X Y S T A T E M E N T
T O O U R S H A R E H O L D E R S
Our 2023 fiscal year was a strong year for the Company, but it was not without
its challenges. We did not continue our trend of setting record sales numbers
in the fiscal year, but we did finish the year with our second highest sales total
in our Company’s history of $251,636,000. Total sales were off 5.4%
compared to our 2022 fiscal year. The Company reported an overall pre-tax
profit of $4,629,000, equal to $0.50 per share. The profit after taxes was
$3,474,000, equal to $0.38 per share. We experienced significant sales growth
in our frozen food division while our meat snack division saw an uncommon
dip in sales. Commodity costs fluctuated wildly throughout the year with the
frozen food division experiencing unusually high costs in the early part of the
fiscal year and the meat snack division having to deal with soaring commodity
prices in the second half of the year. Inflation impacted many of our input
costs, and it also softened consumer spending in grocery stores throughout the
nation, resulting in lower sales to retail establishments for us. As a consequence
of the rising costs and reduced margins we experienced because of these
factors, we responded by strategically raising prices where appropriate in an
effort to maintain acceptable margins while still keeping a stronghold on our
market share.
SALES AND MARKETING HIGHLIGHTS
2023 was both an exciting and challenging year for the Chicago Dry Sausage
and Meat Snack division. Although sales were off about 7% from the prior year,
the division finished strong. We grew significantly with key accounts like
Kroger, Family Dollar, and Target and continued our expansion and growth in
the c-store channel. Commodities, in general, were marginally favorable
compared to the prior year. We continue to maintain excellent relationships
with key customers and have great plans in place to drive sales in FY 2024.
As we begin our 2024 fiscal year, flour prices have dropped to levels we haven’t
seen in nearly two years. Pork prices are about even with where they were last
year at this time, and beef prices are much lower than the high prices some
experts were predicting. Our focus right now is to raise prices where appropriate
and to continue to push hard to increase sales across all divisions of our business.
We are proud to report that all five of our processing facilities have maintained
SQF (Safe Quality Foods) certification with passing scores, and in many cases,
we are scoring in the high 90% range. This certification is important to our
customers as it is evidence that we follow strict food safety protocols across all
divisions of our company which allow us to provide our customers with the
highest quality meat snacks and bread products available in the nation.
FINANCIAL MATTERS
Our working capital totaled $69,496,000 at November 3, 2023, $3,420,000
(5.2%) higher than at the beginning of the fiscal year, and our working capital
ratio increased to 4.9 to 1 at November 3, 2023, compared to 3.5 to 1 at October
28, 2022. The increase in working capital resulted from continued profitable
operations despite fluctuating commodity costs. We did not contribute toward
our defined benefit pension plan during the 2023 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 returned to
$7,500,000 on November 30, 2023, with an unused commitment fee of 0.35%
of the available loan amount. The amended line of credit expires November 30,
2024. The Company had nothing outstanding on the line of credit as of
November 3, 2023.
We launched 2 exciting new products toward the end of FY 2023: Garlic Summer
Sausage and a 3-pack Summer Sausage. The Garlic Summer Sausage has already
been an incredible success, adding incremental sales to the category for us in key
retailers. We have several more exciting new products planned for 2024.
Shareholders’ equity totaled $129,535,000, an increase of $3,210,000 (2.5%)
compared to the end of the prior year. Net income from operations before
taxes and other income (expense) was $4,629,000 for the fiscal year ended
November 3, 2023.
It has been our privilege this year to establish partnerships with 4 premier
colleges to become the primary sponsor of their collegiate bass fishing teams:
Simpson University, the University of Missouri, Purdue University, and the
University of Tennessee. Each of these prestigious universities have teams that
are comprised of ethical, dedicated anglers who are excellent representatives of
the sport, outdoor conservation, and Bridgford Foods.
Our professional fishing team has continued to drive strong ROI for Bridgford
Foods. We participated in almost 70 tournaments last year and generated millions
of impressions and a great amount of brand awareness. Our team has helped to
build a social media presence of more than 400,000 subscribers and our anglers
continue to be excellent representatives and ambassadors of our brand.
In the Frozen Food division, sales rose in 2023 to $57,638,000, a gain of 2.5%
over the prior year. This marks three consecutive years of growth within the
division. As is often the case, the sales growth did not come without challenges.
Flour prices neared record highs early in the year, but that was not the only
ingredient that cost more to purchase during the year. Virtually every input we
use in the production of our frozen food products came to us at significantly
higher prices throughout the year, including flour, yeast, salt, sugar, shortening,
and corrugated boxes (just to name a few). Rising inflation put pressure on us
to increase wages as well. We were able to successfully implement what
amounted to roughly a 5% price increase towards the end of our third quarter.
Gross margins have started to improve across all product lines within the
division. On a very bright note, our sales to school districts across the nation
have never been stronger. This is a segment of the frozen food business that has
been steadily growing over the past decade. Sales of whole grain-rich products
grew again in 2023, and all signs point to that growth continuing.
OPERATIONS
Commodity prices were once again volatile in 2023. Flour prices soared early
in the year, mostly as a result of the conflict between Russia and Ukraine as that
region is one of the largest producers and exporters of wheat in the world.
Ukraine’s inability to export wheat depressed the global supply, which led to a
sharp increase in wheat prices around the globe. These higher grain costs gave
way to much more favorable levels in the second half of the year.
Our frozen defined benefit pension plan recognized a gain of $1,255,000 in
Shareholders’ equity. This gain resulted primarily from an increase in the
Citigroup Pension Liability Index from 5.44% in fiscal year 2022 to 5.96% in
fiscal year 2023. 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 2023.
Shareholders’ equity per share was $14.27 at November 3, 2023 compared to
$13.92 at October 28, 2022.
Management assessed the effectiveness of the Company’s internal control over
financial reporting for the fiscal year ended November 3, 2023. The previously
reported material weakness related to the failure to timely report to accounting
a change from a month-to-month lease to a five-year term lease for a warehouse
in Chicago has been remediated as the fiscal year ended November 3, 2023.
Based on Management’s assessment over the effectiveness of internal controls
over financial reporting, these controls were believed to be effective as of
November 3, 2023.
SUMMARY
2023 was a year filled with both success and challenges. We continue to work
tirelessly to turn our “problems” into “opportunities”, and we believe we have
even more opportunities for growth ahead of us than ever before. Our new
plant in Chicago continues to produce the finest meat snacks available in the
nation, and it has the capacity to do much more. Our frozen food division is
looking to increase sales yet again this year and with the higher selling prices
that were established over the last three years, we believe we are poised to not
only increase sales but also our profits in this coming year. It is also notable that
there are presently nine 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, including management, sales, operations, information technology,
and accounting. We are looking forward to the opportunities that await us in
2024 and beyond, and we are extremely grateful for your continued support of
Bridgford Foods.
Respectfully,
February 27, 2024
Michael W. Bridgford
Chairman
Baron R.H. Bridgford II
President
Cindy Matthews-Morales
Chief Financial Officer
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(cid:1409) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended November 3, 2023
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:
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report. (cid:1407)
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the
filing reflect the correction of an error to previously issued financial statements. (cid:1407)
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received
by any of the registrant’s executive officers during the relevant recover period pursuant to §240.10D-1(b). (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)
The aggregate market value of voting stock held by non-affiliates of the registrant on April 14, 2023, was $21,180,000.
As of January 26, 2024, there were 9,076,832 shares of common stock outstanding.
Portions of the registrant’s definitive proxy statement on Schedule 14A relating to the registrant’s 2024 annual meeting of stockholders, to be filed with the
Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, are incorporated by reference
in Part III, Items 10-14, within this Annual Report on Form 10-K.
INDEX TO FORM 10-K
PART I
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 1C. Cybersecurity
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. 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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2
Item 1. Business
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 (the “Exchange Act”), 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; 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.
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
2023
2022
23%
77%
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.
Although we have recently introduced several new products, most of these products have not contributed significantly to our revenue
growth for fiscal year 2023. 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.
3
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 140 unique frozen food products
through approximately 780 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.
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.
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. The Company
plans to shift away from Company-leased long-haul vehicles toward less costly transportation methods such as common carriers. 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.
4
Snack Food Products
During fiscal year 2023, our snack food products division sold approximately 160 different items through customer-owned distribution
centers and a direct-store-delivery network serving approximately 20,000 supermarkets, mass merchandise and convenience retail stores located
in 50 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 products 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. Bridgford is the primary sponsor for several
professional anglers that compete at the highest level of competitive bass fishing.
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 the end of the fiscal year. 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 on single-serve items. We are constantly striving 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.
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.
5
Importance of Key Customers
Sales to Wal-Mart® comprised 29.1% of revenues in fiscal year 2023 and 26.5% of total accounts receivable was due from Wal-Mart®
as of November 3, 2023. Sales to Wal-Mart® comprised 29.8% of revenues in fiscal year 2022 and 26.1% of total accounts receivable was due
from Wal-Mart® as of October 28, 2022. Sales to Dollar General® comprised 16.3% of revenues in fiscal year 2023 and 20.5% of total accounts
receivable was due from Dollar General® as of November 3, 2023. Sales to Dollar General® comprised 16.9% of revenues in fiscal year 2022
and 19.9% of total accounts receivable was due from Dollar General® as of October 28, 2022.
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.
We purchase bulk flour under short-term fixed price contracts at current market prices. The contracts are usually effective for and settle
within three months or less. 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.
Employees
We had 688 employees (671 full-time employees) as of November 3, 2023, approximately 44% of whose employment relationship is
governed by collective bargaining agreements. These agreements either “are currently”, “have expired” or “will expire” between September 2023
and March 2027. We believe that our relationship with all of our employees is favorable and that any pending contracts will be settled favorably.
Availability of SEC Filings and Code of Conduct on Internet Website
We maintain a website at www.bridgford.com. Available through the “Investors” link 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, filed with the Securities and Exchange Commission. Our Code of Conduct is also available on the website
through the “Governance” link.
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.
6
Climate change and related climate change regulations, including with respect to greenhouse gas effects, may negatively affect
our results of operations.
Climate change and rising global temperatures may contribute to changing weather patterns, droughts, heavier or more frequent storms
and wildfires, and increased frequency and severity of natural disasters. If such climate change has a negative impact on agricultural productivity,
we may have decreased availability or less favorable pricing for the raw materials necessary for our operations. Increased frequency or duration
of extreme weather conditions could cause disruptions in our operations and supply chain, or impact demand for our products.
Increasing concern over climate change also may result in additional legal or regulatory requirements designed to manage greenhouse
gas emissions, climate risks, and resulting environmental impacts. If such requirements are enacted, we could experience significant cost increases
in our operations and supply chain.
Further, such requirements may obligate us to make certain climate-related disclosures and set goals for reducing our carbon
footprint. While we are committed to mitigating our impact on the environment and to manage greenhouse gas emissions, there can be no
assurance that we will accomplish such goals. If we fail to achieve any such goals related to climate change or the related expectations from
stakeholders and consumers are not met, the resulting negative publicity could adversely impact our results of operations in part as a consequence
of changes in consumer preferences for our products.
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. Commodity costs have and may continue to fluctuate due to
political and economic conditions, including the ongoing conflict between Ukraine and Russia. 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.
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. However, we have consulting agreements with each of (1) our former Vice
President and current director Allan L. Bridgford Sr., (2) our former Chief Financial Officer and current director Raymond F. Lancy, (3) our
former director and President of Bridgford Food Processing Corporation Allan Bridgford Jr.
7
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. We have historically
experienced some level of ordinary course of business turnover of employees. 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, 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.
Sales to Wal-Mart® comprised 29.1% of revenues in fiscal year 2023 and 26.5% of total accounts receivable was due from Wal-Mart®
as of November 3, 2023. Sales to Dollar General® comprised 16.3% of revenues in fiscal year 2023 and 20.5% of total accounts receivable was
due from Dollar General® as of November 3, 2023. 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 approximately 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, approximately 80% of our outstanding stock. In addition, two
members of the Bridgford family currently serve on the Board of Directors and two members of the Bridgford family serve on the Executive
Committee. 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. However, we have not elected to rely on the exemption with
respect to our compensation committee, which is made up entirely of independent directors and has 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.
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.
8
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Not applicable.
Item 2. Properties
We own the following properties as of November 3, 2023:
Property Location
Anaheim, California *
Dallas, Texas *
Dallas, Texas *
Dallas, Texas *
Dallas, Texas *
Statesville, North Carolina *
Chicago, Illinois **
- property used by Frozen Food Products Segment.
*
** - property used by Snack Food Products Segment.
Building
Square
Footage
Acreage
100,000
94,000
30,000
16,000
3,200
42,000
177,000
5.0
4.0
2.0
1.0
1.5
8.0
8.0
We utilize each of 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 November 3, 2023, 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.
9
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 11, 2024, there were 969 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 2023 and 2022, 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 November 3, 2023, 120,113 shares
remained authorized for repurchase under the program.
Item 6. [Reserved]
10
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 (dollars in thousands)
Fiscal Year Ended November 3, 2023 (53 weeks) Compared to Fiscal Year Ended October 28, 2022 (52 weeks)
Net Sales-Consolidated
Net sales in fiscal year 2023 decreased $14,262 (5.4%) 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
Decrease in net sales
Net Sales-Frozen Food Products Segment
%
$
1.5
-5.4
-0.8
-0.7
-5.4
4,218
(15,410)
(1,752)
(1,318)
(14,262)
Net sales in the Frozen Food Products segment in fiscal year 2023 increased $1,384 (2.5%) 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
%
$
5.3
-1.6
-0.2
-1.0
2.5
3,345
(994)
(123)
(844)
1,384
The increase in net sales for fiscal year 2023 primarily relates to higher selling prices per pound partially offset by lower unit sales volume in
pounds. The increase in net sales was primarily driven by a significant increase in volume to institutional customers and an increase in selling
price per pound due to price increases implemented during the fourth quarter of fiscal year 2023. Other institutional Frozen Food Products sales,
including sheet dough and rolls, increased 8% by volume and retail sales volume increased 2%. Returns activity increased compared to the 2022
fiscal year. Promotional activity was higher in fiscal year 2023 as a percentage of sales due to increased sales to high promotion customers.
Net Sales-Snack Food Products Segment
Net sales in the Snack Food Products segment in fiscal year 2023 decreased $15,646 (7.5%) 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
Decrease in net sales
%
$
0.4
-6.5
-1.0
-0.4
-7.5
873
(14,416)
(1,629)
(474)
(15,646)
Net sales of Snack Food Products decreased due to lower sales through our direct-store-delivery distribution channel during the fiscal year 2023.
The weighted average selling price per pound increased compared to fiscal year 2022 due to price increases implemented in response to increased
meat commodity input costs experienced in fiscal year 2022. Unit sales volume in pounds was lower as compared to the prior fiscal year. We
believe demand decreased primarily due to inflationary pressure on consumer spending habits as consumers have pulled back on meat product
purchases. Returns activity was higher compared to the 2022 fiscal year. Promotional offers increased slightly compared to fiscal year 2022.
11
Cost of Products Sold and Gross Margin-Consolidated
Cost of products sold from continuing operations decreased by $12,558 (6.5%) during fiscal year 2023 compared to the prior fiscal year. The
gross margin increased from 27.1% to 28.0% during fiscal year 2023 compared to the prior fiscal year.
Change in Cost of Products Sold by Segment
Frozen Food Products Segment
Snack Food Products Segment
Total
$
2,080
(14,638)
(12,558)
Consolidated
%
Commodity $
Decrease
1.1
-7.6
-6.5
(164)
(7,737)
(7,901)
Cost of Products Sold and Gross Margin–Frozen Food Products Segment
Cost of products sold in the Frozen Food Products segment increased by $2,080 (5.1%) in fiscal year 2023 compared to the prior fiscal year.
Increased volume and changes in the product mix were the primary contributing factors to this increase. The cost of purchased flour decreased
approximately $164, which partially offset the increase in costs of goods sold. The gross margin percentage decreased from 26.9% to 25.1%
during fiscal year 2023 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 decreased by $14,638 (9.6%) during fiscal year 2023 compared to the prior fiscal year
due primarily to lower unit sales volume in our direct-store-delivery distribution channel. The cost of meat commodities decreased approximately
$7,737 during fiscal year 2023 compared to the prior fiscal year due to favorable fluctuations in commodity markets. We increased our net
realizable value reserve by $161 during fiscal year 2023 after determining that the market value on some meat products was less than the costs
associated with production and sale of the product. We maintained a net realizable reserve of $513 on products as of November 3, 2023. The
gross margin earned in this segment increased from 27.1% to 28.8% during fiscal year 2023.
Selling, General and Administrative Expenses-Consolidated
Selling, general and administrative expenses (“SG&A”) in fiscal year 2023 increased $332 (0.5%) 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:
Wages and bonus
Outside storage
Insurance expenses
Healthcare cost
Travel expenses
Fuel expenses
Pension cost
Postage expenses
Storage unit rent
Vehicle repairs and maintenance
Other SG&A
Total - SG&A
November 3, 2023
(53 Weeks)
October 28, 2022
(52 Weeks)
Expense Increase
(Decrease)
$
26,716 $
1,630
2,069
2,721
2,570
2,119
(1,160)
472
2,638
1,590
24,202
65,567
27,937 $
909
1,355
3,265
2,151
2,524
(904)
685
2,420
1,374
23,519
65,235
(1,221)
721
714
(544)
419
(405)
(256)
(213)
218
216
683
332
Lower sales commissions resulted in lower wages and bonus expenses in the 2023 fiscal year compared to the 2022 fiscal year. Outside storage
increased primarily as a result of the need for additional warehouse capacity to store products. The increase in insurance expenses was driven by
higher premiums on property insurance and increased reserves on aged claims. Healthcare costs have decreased due to favorable claim trends.
Travel expenses increased due to participation in food shows and in-person business meetings. The decrease in fuel expense was driven by per
gallon fuel price decreases compared to the prior year as a result of lower cost trends in petroleum markets and to a lesser extent due to a reduction
in the number of company-owned long-haul trucks. The decrease in pension cost was a result of an increase in pension plan assets caused by the
performance of the underlying markets that support them as well as higher pension discount rates resulting in lower liability. Postage expenses
have decreased due to partnering with outside distributors and carriers to transport products to minimize postage expenses. Rent for storage units
that house inventory increased due to inflationary price pressure. Vehicle repairs and maintenance on vehicles have increased compared to the
prior year period mainly due to an aging fleet. 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 product advertising
expenses, sales taxes, office supplies and professional fees.
12
Selling, General and Administrative Expenses-Frozen Food Products Segment
SG&A expenses in the Frozen Food Products segment decreased by $171 (1.2%) during fiscal year 2023 compared to the prior fiscal year. The
overall decrease in SG&A expenses was due to lower unit sales volume and lower fuel expenses related to a reduction in the number of company-
owned long-haul trucks partially offset by an increase in insurance expenses and broker commissions.
Selling, General and Administrative Expenses-Refrigerated and Snack Food Products Segment
SG&A expenses in the Snack Food Products segment increased by $503 (1.0%) during fiscal year 2023 compared to the prior fiscal year. Most
of the increase was due to higher property insurance expense, higher outside storage fees and higher vehicle repairs partially offset by lower fuel
and healthcare costs.
Loss (Gain) on Sale of Property, Plant and Equipment
The loss during fiscal year 2023 and gain during fiscal year 2022 was due to ordinary disposal of assets and the sale of real property located at
170 N. Green Street in Chicago, respectively.
Income Taxes
Income tax for fiscal years 2023 and 2022, respectively, was as follows:
Provision for (benefit on) income taxes
Effective tax rate
November 3, 2023
October 28, 2022
$
1,021 $
16,341
22.7 %
26.6%
We recorded a tax provision of $1,021 and $16,341, for fiscal years 2023 and 2022, respectively, related to federal and state taxes, based on the
Company’s expected annual effective tax rate. The effective tax rate was 22.7% and 26.6% for fiscal years 2023 and 2022, respectively. In
addition, the effective tax rates for fiscal years 2023 and 2022 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 (dollars in thousands)
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. However, on June 1, 2022,
we received approximately $60,000 in gross proceeds, from the closing of the sale of real property located at 170 N. Green Street in Chicago
pursuant to the terms of the Purchase and Sale Agreement dated March 16, 2020, as amended, between Bridgford Food Processing Corporation
and CRG Acquisition, LLC (the “CRG Purchase Agreement”). Additionally, we have maintained a revolving line of credit with Wells Fargo
Bank, N.A. pursuant to the terms of the credit agreement dated March 1, 2018, as amended to date. We borrowed an aggregate of $18,000 under
such revolving line of credit from inception through January 24, 2022. The line of credit was paid off on June 7, 2022, using $18,000 in proceeds
from the sale of real property at 170 N. Green Street. The revolving line of credit continued in effect per its terms until November 30, 2023, when
it was replaced with a new revolving line of credit as described below. Further, we entered into a bridge loan with Wells Fargo Bank, N.A. on
August 30, 2021, for up to $25,000, of which we used $18,653 to pay off a portion of our existing equipment loans as they came out of the lock
out period and could be prepaid. We prepaid and terminated the bridge loan on June 2, 2022, using $18,653 in proceeds from the sale of real
property at 170 N. Green Street.
On November 30, 2023, we entered into a fifth amendment to the credit agreement with Wells Fargo Bank, N.A., and also executed a new
revolving line of credit note pursuant to the amendment. Under the terms of this amendment and the revolving line of credit note, we may borrow
up to $7,500 from time to time up to November 30, 2024. As of November 3, 2023, we had $1,045 of current debt on equipment loans, $69,496
of net working capital and $7,500 available under our revolving line of credit with Wells Fargo Bank, N.A. Refer to the Notes to the Condensed
Consolidated Financial Statements included within this Report for further information. The Company was in compliance with all loan covenants
as of November 3, 2023.
Despite higher commodity costs like we experienced in fiscal year 2022, we may not be able to increase our product prices in a timely manner
or sufficiently to offset such increased commodity costs due to consumer price sensitivity, pricing in relation to competitors and the reluctance
of retailers to accept the price increase. Instances of higher interest rates, labor shortages or supply chain issues could result in material changes
in the Company’s liquidity. Higher product prices could potentially lower demand for our product and decrease volume. Management believes
there are various options available to generate additional liquidity to repay debt or fund operations such as mortgaging real estate, should that be
necessary. Our ability to increase liquidity will depend upon, among other things, our business plans and the performance of operating divisions
and economic conditions of capital markets. If we are unable to increase liquidity through mortgaging real estate or additional borrowing, or
generate positive cash flow necessary to fund operations, we may not be able to compete successfully, which could negatively impact our
business, operations, and financial condition. With the cash expected to be generated from the Company’s operations, we anticipate that we will
maintain sufficient liquidity to operate our business for at least the next twelve months. We will continue to monitor the impact of inflation and
interest rate volatility on our liquidity and, if necessary, take action to preserve liquidity and ensure that our business can operate during these
uncertain times.
13
Cash flows provided by (used in) operating activities:
Net income
Adjustments to reconcile net income to net cash provided by (used in) operating
activities:
Depreciation and amortization
Provision for losses on accounts receivable
(Reduction in) provision for promotional allowances
Loss (gain) on sale of property, plant and equipment
Deferred income taxes, net
Changes in assets and liabilities
Net cash provided by (used in) operating activities
November 3, 2023
(53 Weeks)
October 28, 2022
(52 Weeks)
$
3,474 $
45,066
6,558
147
(679)
161
(631)
(5,045)
3,985 $
6,682
57
(98)
(57,745)
5,070
(6,862)
(7,830)
$
For the fifty-three weeks ended November 3, 2023, net cash provided by operating activities was $3,985, an increase of $11,815 compared to the
fifty-two weeks ended October 28, 2022. The increase in net cash provided by operating activities primarily relates to net income of $3,474 and
a reduction in accounts receivable of $6,480, partially offset by a decrease in accounts payable of $6,457 and lower non-current liabilities of
$1,836. During fiscal year 2023, 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 83 days for
the fifty-three weeks ended November 3, 2023, and 83 days for the fifty-two weeks ended October 28, 2022.
For the fifty-two weeks ended October 28, 2022, net cash used in operating activities was $7,830. The result was primarily related to a gain on
sale of property, plant, and equipment of $57,745, an increase in accounts receivable of $10,116 and an increase in inventory of $3,762, partially
offset by a decrease in refundable income taxes of $4,955 and an increase in deferred taxes of $5,070. During fiscal year 2022, we did not
contribute towards our defined benefit pension plan.
Cash flows (used in) provided by investing activities:
Proceeds from sale of property, plant and equipment
Additions to property, plant and equipment
Net cash (used in) provided by investing activities
November 3, 2023
(53 Weeks)
October 28, 2022
(52 Weeks)
$
$
227 $
(2,603)
(2,376) $
60,115
(3,770)
56,345
Expenditures for property, plant and equipment include the acquisition of equipment, upgrading of facilities to maintain operating efficiency and
investments in cost effective technologies to lower costs. In general, we capitalize the cost of additions and improvements and expense the cost
for repairs and maintenance. We received $60,000 in gross sales proceeds on June 1, 2022, from the closing of the real estate transaction for the
real property located at 170 N. Green Street, pursuant to the terms of the CRG Purchase Agreement. 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.
14
The table below highlights the additions to property, plant and equipment for the fifty-three and fifty-two weeks ended:
Building and leasehold 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
November 3, 2023
(53 Weeks)
October 28, 2022
(52 Weeks)
$
$
192 $
-
-
506
205
1,390
66
-
39
205
2,603 $
26
7
711
545
808
29
5
1,639
3,770
Expenditures for additions to property, plant and equipment during the fifty-three weeks ended November 3, 2023, include projects in process of
$837 related to the production facility in Chicago.
Cash flows used in financing activities:
Payment of capital lease obligations
Proceeds from bank borrowings
Repayments of bank borrowings
Net cash used in financing activities
November 3, 2023
(53 Weeks)
October 28, 2022
(52 Weeks)
$
$
(1,151) $
-
(1,083)
(2,234) $
(400)
6,000
(38,157)
(32,557)
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 2023, 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
$96 in 2023. The Company also leased one long-haul truck for $75 during fiscal year 2022, and that lease term is two years.
The following table reflects major components of our line of credit and borrowing agreements as of November 3, 2023, and October 28, 2022,
respectively.
Revolving credit facility
Equipment notes:
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
November 3, 2023
October 28, 2022
$
- $
-
-
3,831
-
3,831
(1,045)
2,786 $
$
-
-
-
4,913
-
4,913
(1,089)
3,824
On November 30, 2023, we entered into a fifth amendment to the credit agreement with Wells Fargo Bank, N.A. dated March 1, 2018, as
amended, and also executed a revolving line of credit note pursuant to the amendment. The revolving line of credit note replaces the existing
note that expired by its terms on November 30, 2023. Under the terms of this amendment and the revolving line of credit note, we may borrow
up to $7,500 from time to time up to November 30, 2024, at an interest rate equal to (a) the daily simple secured overnight financing rate plus
2.0%, or if unavailable, (b) the prime rate, in each case as determined by the bank. The line of credit has an unused commitment fee of 0.35% of
the available loan amount, payable on a quarterly basis. Amounts may be repaid and reborrowed during the term of the note. Accrued interest is
payable on the first day of each month and the outstanding principal balance and remaining interest are due and payable on November 30, 2024.
15
Equipment Notes Payable
On each of December 26, 2018, April 18, 2019, December 19, 2019, March 5, 2020, and April 17, 2020 (collectively referred to as the “Wells
Fargo Loan Agreements”), we entered into master collateral loan and security agreements with Wells Fargo Bank, N.A. Pursuant to the Wells
Fargo Loan Agreements, we owe the amounts as stated as equipment notes in the table on the previous page.
Bridge Loan
On August 30, 2021, we entered into a loan commitment note for a bridge loan of up to $25,000 to obtain capital to pay off the existing equipment
loans as they came out of the lock out period and could be prepaid. The outstanding principal balances of the bridge loan became due and payable
in full one Federal Reserve business day after the closing of the real estate transactions contemplated under the CRG Purchase Agreement. We
prepaid $18,653 in equipment loans utilizing proceeds from the new bridge loan. The Company evaluated the exchange under ASC 470 and
determined that the exchange should be treated as a debt modification prospectively. The Company accounted for this transaction as a debt
modification and did not incur any gain or loss relating to the modification. The debt modification did not meet the greater than ten percent test
and was deemed not substantial. We prepaid and terminated the bridge loan and related loan commitment note on June 2, 2022, using $18,653
in proceeds from the gain on the sale of a land parcel in Chicago pursuant to the CRG Purchase Agreement.
Loan Covenants
The Wells Fargo Loan Agreements and the credit agreement contain various affirmative and negative covenants that limit the use of funds and
define other provisions of the loans. Material financial covenants are listed below, and the capitalized terms are defined in the applicable
agreements:
(cid:404) Total Liabilities divided by Tangible Net Worth not greater than 2.0 to 1.0 at each fiscal quarter end,
(cid:404) Quick Ratio not less than 1.25 to 1.0 at each fiscal quarter end,
(cid:404) Fixed Charge Coverage Ratio not less than 1.25 to 1.0 at each fiscal quarter end.
As of November 3, 2023, the Company was in compliance with all covenants under the Wells Fargo Loan Agreements and the credit agreement.
Aggregate contractual maturities of debt in future fiscal years are as follows as of November 3, 2023:
Fiscal Years
2024
2025
2026
2027
Impact of Inflation
Debt Payable
1,044
1,083
1,124
580
$
$
$
$
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. All of our operating segments have been impacted by inflation, including higher costs for labor, freight, and specific
materials. We expect this trend to continue through fiscal year 2024. Management is of the opinion that the Company’s financial position and its
capital resources are sufficient to provide for its operating needs and capital expenditures for fiscal year 2024. However, future volatility of
general price inflation or deflation and raw material cost and availability could adversely affect our financial results.
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
November 3, 2023.
16
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.
Item 9A. Controls and Procedures
Evaluation of disclosure controls and procedures
Disclosure controls and procedures are designed to help ensure that information required to be disclosed by us in our Exchange Act
reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, regulations and forms, and that
such information is collected and communicated to our management, including our Chairman of the Board and Chief Financial Officer, as
appropriate to allow timely decisions regarding required disclosure.
Our management, with the participation and under the supervision of our Chairman of the Board and Chief Financial Officer, has
evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period
covered by this Report. Based on this evaluation, the Chairman of the Board and Chief Financial Officer have concluded that our disclosure
controls and procedures were effective as of the end of the period covered by this Report.
Our management, including our Chairman of the Board and Chief Financial Officer, does not expect that our disclosure controls and
internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there
are resource constraints, and the benefits of controls must be considered relative to their costs. Because of inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have
been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur
because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or
more people, or by management override of the control.
The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can
be no assurance that any design will succeed in achieving our stated goals under all potential future conditions; over time, a control may become
inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of inherent
limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
17
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”.
Remediation of previously reported material weakness
As reported in the Company’s Form 10-K for year ended October 28, 2022, management previously identified a material weakness in
internal control over financial reporting due to the failure to timely report to accounting a change in lease terms from a month-to-month lease to
a five-year term lease. A material weakness (within the meaning of PCAOB Auditing Standard No. 5) is a deficiency, or a combination of
deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or
interim financial statements will not be prevented or detected on a timely basis. The material weakness warranted the attention of the Audit
Committee and those charged with governance.
Management implemented a remediation plan with steps that improved our internal control over financial reporting, including modifying
the design of the related internal controls to include verbal communication with plant managers on a quarterly basis, and expanding notification
to Operating Committee members which include key plant managers for feedback on any additional information on new contractual arrangements
for revenue, leases or other types of agreements impacting accounting. In the case of the lease misstatement, we believe the failure to notify
management was a one-time oversight and not indicative of a pattern or continuing weakness in the proper functioning of the controls.
The Company’s management, under the oversight of the Audit Committee, executed the remediation steps discussed above and, as a
result determined that, as of November 3, 2023, such material weakness has been remediated. Completion of remediation does not provide
assurance that our remediation or other controls will continue to operate properly or remain adequate. The enhanced controls have operated for
a sufficient period of time and management has concluded, through testing, that the related controls are effective. However, we cannot be certain
that other such material weaknesses and control deficiencies will not occur in the future. If material weaknesses are identified in the future, or
we are not able to comply with requirements of Section 404 of the Sarbanes-Oxley Act of 2002 in a timely manner, our reported financial results
could be materially misstated or we could be subject to investigations or sanctions by regulatory authorities, which would require additional
financial and management resources and the value of our common stock could decline.
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 permanently exempts smaller reporting 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 reporting
companies and requires the disclosure of management attestations on internal controls over financial reporting as set forth below.
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.
18
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 November 3, 2023.
Based on management’s assessment and the above-referenced criteria, management believes that the internal control over financial reporting was
effective as of November 3, 2023.
Changes in Internal Control over Financial Reports
As described above, during fiscal year 2023 we took steps to remediate the material weakness in our internal control over financial
reporting that we identified and existed at the end of fiscal year 2022. Other than in connection with the remediation process described above, no
change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the
last quarter of fiscal year ended November 3, 2023 that has materially affected or is reasonably likely to materially affect, our internal control
over financial reporting.
Item 9B. Other Information
Not applicable.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
19
Item 10. Directors, Executive Officers, and Corporate Governance
PART III
The information required by this item will be included in our definitive proxy statement on Schedule 14A related to our 2024 annual
meeting of stockholders (the “Proxy Statement), which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A
under the Exchange Act not later than 120 days after the end of our fiscal year ended November 3, 2023, and is incorporated herein by reference.
Item 11. Executive Compensation
The information required by this item will be included in the Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item will be included in the Proxy Statement and is incorporated herein by reference.
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 Transactions, and Director Independence
The information required by this item will be included in the Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The information required by this item will be included in the Proxy Statement is incorporated herein by reference.
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 (PCAOB ID: 23)
Consolidated Balance Sheets as of November 3, 2023, and October 28, 2022
Consolidated Statements of Operations for the fiscal years ended November 3, 2023, and October 28, 2022
Consolidated Statements of Comprehensive Income for the fiscal years ended November 3, 2023, and October 28, 2022
Consolidated Statements of Shareholders’ Equity for the fiscal years ended November 3, 2023, and October 28, 2022
Consolidated Statements of Cash Flows for the fiscal years ended November 3, 2023, and October 28, 2022
Notes to Consolidated Financial Statements
Page
24
26
27
28
29
30
31
(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.
20
Exhibit Number
Exhibit Description
Form
File No.
Exhibit
Filing
Date
Filed
Herewith
Incorporated by Reference
3.1
3.2
4.1
10.1*
Restated Articles of Incorporation, as amended.
Amended and Restated Bylaws.
Description of Capital Stock of the Registrant
Bridgford Foods Corporation Defined Benefit
10-K
10-K/A
10-K
10-K
000-02396
000-02396
000-02396
000-02396
3.4
3.7
4.1
10.1
01/18/19
02/09/18
01/15/21
01/18/19
Pension Plan.
10.2*
Bridgford Foods Corporation Supplemental
10-K
000-02396
10.2
01/18/19
Executive Retirement Plan.
10.3*
Bridgford
Foods
Corporation
Deferred
10-K
000-02396
10.3
01/18/19
10.4*
10.5
10.6*
21.1
24.1
31.1
31.2
32.1
32.2
101.INS
101.SCH
Compensation Savings Plan.
Consulting Agreement, dated August 12, 2019,
between the Registrant and Allan L. Bridgford Sr.
Purchase and Sale Agreement dated March 16,
2020 between Bridgford Food Processing
Corporation and CRG Acquisition, LLC.
Consulting Agreement dated February 2, 2023,
between the Registrant and Raymond F. Lancy.
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.
Certification of Principal Financial Officer,
pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
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).
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).
Inline XBRL Instance Document.
Inline XBRL Taxonomy Extension Schema
Document.
101.CAL
Inline XBRL Taxonomy Extension Calculation
Linkbase Document.
101.DEF
Inline XBRL Taxonomy Extension Definition
Linkbase Document.
101.LAB
Inline XBRL Taxonomy Extension Label
Linkbase Document.
101.PRE
Inline XBRL Taxonomy Extension Presentation
Linkbase Document.
104
Cover Page Interactive Data File (embedded
within the Inline XBRL Document contained in
Exhibit 101).
8-K
000-02396
10.1
08/16/19
8-K
000-02396
10.1
03/19/20
8-K
000-02396
10.1
02/02/23
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.
21
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
Date: January 26, 2024
BRIDGFORD FOODS CORPORATION
By: /s/ MICHAEL W. BRIDGFORD
Michael W. Bridgford
Chairman of the Board
22
POWER OF ATTORNEY
We, the undersigned directors and officers of Bridgford Foods Corporation, do hereby constitute and appoint Michael W. Bridgford and
Cindy Matthews-Morales, 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
Date
/s/ MICHAEL W. BRIDGFORD.
Michael W. Bridgford
/s/ CINDY MATTHEWS-MORALES
Cindy Matthews-Morales
/s/ RAYMOND F. LANCY
Raymond F. Lancy
/s/ BARON R. H. BRIDGFORD II
Baron R. H. Bridgford II
/s/ ALLAN L. BRIDGFORD SR.
Allan L. Bridgford Sr.
/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
Chairman of the Board (Principal Executive Officer)
January 26, 2024
Chief Financial Officer and Secretary (Principal
Financial and Accounting Officer)
January 26, 2024
Director
President
Director
January 26, 2024
January 26, 2024
January 26, 2024
Vice President and Director
January 26, 2024
Vice President and Director
January 26, 2024
Director
Director
Director
Director
January 26, 2024
January 26, 2024
January 26, 2024
January 26, 2024
23
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
November 3, 2023 and October 28, 2022, the related consolidated statements of operations, comprehensive income, shareholders’ equity, and
cash flows, for each of the fiscal 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 November
3, 2023 and October 28, 2022, and the results of its operations and its cash flows for each of the two fiscal years in the period ended November
3, 2023 and October 28, 2022, 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 (United States) (“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 audit 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 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 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 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 estimated amount of credit expected to be issued to customers, based primarily on historical utilization and redemption rates.
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.
24
How We Addressed the Matter in Our Audit
The primary procedures we performed to address this critical audit matter included:
(cid:3)(cid:3)
(cid:3)(cid:3)
(cid:3)(cid:3)
(cid:404)(cid:3) (cid:50)(cid:69)(cid:87)(cid:68)(cid:76)(cid:81)(cid:76)(cid:81)(cid:74)(cid:3)(cid:68)(cid:81)(cid:3)(cid:88)(cid:81)(cid:71)(cid:72)(cid:85)(cid:86)(cid:87)(cid:68)(cid:81)(cid:71)(cid:76)(cid:81)(cid:74)(cid:3)(cid:82)(cid:73)(cid:3)(cid:80)(cid:68)(cid:81)(cid:68)(cid:74)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:182)(cid:86)(cid:3)(cid:83)(cid:85)(cid:82)(cid:70)(cid:72)(cid:86)(cid:86)(cid:72)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:70)(cid:82)(cid:81)(cid:87)(cid:85)(cid:82)(cid:79)(cid:86)(cid:3)(cid:82)(cid:89)(cid:72)(cid:85)(cid:3)(cid:70)(cid:68)(cid:79)(cid:70)(cid:88)(cid:79)(cid:68)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:85)(cid:72)(cid:86)(cid:72)(cid:85)(cid:89)(cid:72)(cid:86)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:83)(cid:85)(cid:82)(cid:80)(cid:82)(cid:87)(cid:76)(cid:82)(cid:81)(cid:68)(cid:79)(cid:3)(cid:68)(cid:79)(cid:79)(cid:82)(cid:90)(cid:68)(cid:81)(cid:70)(cid:72)(cid:86)(cid:15)(cid:3)(cid:76)(cid:81)(cid:70)(cid:79)(cid:88)(cid:71)(cid:76)(cid:81)(cid:74)(cid:3)
(cid:88)(cid:81)(cid:71)(cid:72)(cid:85)(cid:86)(cid:87)(cid:68)(cid:81)(cid:71)(cid:76)(cid:81)(cid:74)(cid:3)(cid:85)(cid:72)(cid:79)(cid:72)(cid:89)(cid:68)(cid:81)(cid:87)(cid:3)(cid:86)(cid:76)(cid:74)(cid:81)(cid:76)(cid:73)(cid:76)(cid:70)(cid:68)(cid:81)(cid:87)(cid:3)(cid:76)(cid:81)(cid:83)(cid:88)(cid:87)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:68)(cid:86)(cid:86)(cid:88)(cid:80)(cid:83)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:17)
(cid:404)(cid:3) (cid:51)(cid:72)(cid:85)(cid:73)(cid:82)(cid:85)(cid:80)(cid:76)(cid:81)(cid:74)(cid:3) (cid:86)(cid:88)(cid:69)(cid:86)(cid:87)(cid:68)(cid:81)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3) (cid:68)(cid:81)(cid:68)(cid:79)(cid:92)(cid:87)(cid:76)(cid:70)(cid:68)(cid:79)(cid:3) (cid:83)(cid:85)(cid:82)(cid:70)(cid:72)(cid:71)(cid:88)(cid:85)(cid:72)(cid:86)(cid:3) (cid:86)(cid:88)(cid:85)(cid:85)(cid:82)(cid:88)(cid:81)(cid:71)(cid:76)(cid:81)(cid:74)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:85)(cid:72)(cid:86)(cid:72)(cid:85)(cid:89)(cid:72)(cid:86)(cid:3) (cid:73)(cid:82)(cid:85)(cid:3) (cid:83)(cid:85)(cid:82)(cid:80)(cid:82)(cid:87)(cid:76)(cid:82)(cid:81)(cid:68)(cid:79)(cid:3) (cid:68)(cid:79)(cid:79)(cid:82)(cid:90)(cid:68)(cid:81)(cid:70)(cid:72)(cid:86)(cid:3) (cid:69)(cid:92)(cid:3) (cid:83)(cid:72)(cid:85)(cid:73)(cid:82)(cid:85)(cid:80)(cid:76)(cid:81)(cid:74)(cid:3) (cid:68)(cid:81)(cid:3) (cid:76)(cid:81)(cid:71)(cid:72)(cid:83)(cid:72)(cid:81)(cid:71)(cid:72)(cid:81)(cid:87)
(cid:70)(cid:68)(cid:79)(cid:70)(cid:88)(cid:79)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:68)(cid:79)(cid:79)(cid:82)(cid:90)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3)(cid:69)(cid:92)(cid:3)(cid:88)(cid:86)(cid:76)(cid:81)(cid:74)(cid:3)(cid:75)(cid:76)(cid:86)(cid:87)(cid:82)(cid:85)(cid:76)(cid:70)(cid:68)(cid:79)(cid:3)(cid:71)(cid:68)(cid:87)(cid:68)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:68)(cid:86)(cid:86)(cid:88)(cid:80)(cid:83)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:17)
(cid:404)(cid:3) (cid:40)(cid:89)(cid:68)(cid:79)(cid:88)(cid:68)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:85)(cid:72)(cid:68)(cid:86)(cid:82)(cid:81)(cid:68)(cid:69)(cid:79)(cid:72)(cid:81)(cid:72)(cid:86)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:78)(cid:72)(cid:92)(cid:3)(cid:76)(cid:81)(cid:83)(cid:88)(cid:87)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:68)(cid:86)(cid:86)(cid:88)(cid:80)(cid:83)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3)(cid:85)(cid:72)(cid:79)(cid:72)(cid:89)(cid:68)(cid:81)(cid:87)(cid:3)(cid:87)(cid:82)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:85)(cid:72)(cid:86)(cid:72)(cid:85)(cid:89)(cid:72)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:83)(cid:85)(cid:82)(cid:80)(cid:82)(cid:87)(cid:76)(cid:82)(cid:81)(cid:68)(cid:79)(cid:3)(cid:68)(cid:79)(cid:79)(cid:82)(cid:90)(cid:68)(cid:81)(cid:70)(cid:72)(cid:86)(cid:15)(cid:3)(cid:76)(cid:81)(cid:70)(cid:79)(cid:88)(cid:71)(cid:76)(cid:81)(cid:74)(cid:3)(cid:70)(cid:82)(cid:81)tractual
(cid:83)(cid:85)(cid:76)(cid:70)(cid:76)(cid:81)(cid:74)(cid:3) (cid:68)(cid:81)(cid:71)(cid:3) (cid:85)(cid:72)(cid:69)(cid:68)(cid:87)(cid:72)(cid:3) (cid:68)(cid:85)(cid:85)(cid:68)(cid:81)(cid:74)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:86)(cid:3) (cid:90)(cid:76)(cid:87)(cid:75)(cid:3) (cid:70)(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:75)(cid:76)(cid:86)(cid:87)(cid:82)(cid:85)(cid:76)(cid:70)(cid:68)(cid:79)(cid:3) (cid:68)(cid:79)(cid:79)(cid:82)(cid:90)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3) (cid:71)(cid:68)(cid:87)(cid:68)(cid:15)(cid:3) (cid:90)(cid:75)(cid:76)(cid:70)(cid:75)(cid:3) (cid:90)(cid:72)(cid:85)(cid:72)(cid:3) (cid:70)(cid:82)(cid:80)(cid:83)(cid:68)(cid:85)(cid:72)(cid:71)(cid:3) (cid:87)(cid:82)(cid:3) (cid:86)(cid:82)(cid:88)(cid:85)(cid:70)(cid:72)(cid:3) (cid:71)(cid:82)(cid:70)(cid:88)(cid:80)(cid:72)(cid:81)(cid:87)(cid:86)(cid:15)(cid:3) (cid:68)(cid:81)(cid:71)
(cid:83)(cid:72)(cid:85)(cid:73)(cid:82)(cid:85)(cid:80)(cid:72)(cid:71)(cid:3)(cid:86)(cid:72)(cid:81)(cid:86)(cid:76)(cid:87)(cid:76)(cid:89)(cid:76)(cid:87)(cid:92)(cid:3)(cid:68)(cid:81)(cid:68)(cid:79)(cid:92)(cid:86)(cid:76)(cid:86)(cid:3)(cid:82)(cid:89)(cid:72)(cid:85)(cid:3)(cid:78)(cid:72)(cid:92)(cid:3)(cid:76)(cid:81)(cid:83)(cid:88)(cid:87)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:86)(cid:76)(cid:74)(cid:81)(cid:76)(cid:73)(cid:76)(cid:70)(cid:68)(cid:81)(cid:87)(cid:3)(cid:68)(cid:86)(cid:86)(cid:88)(cid:80)(cid:83)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:17)
(cid:404) (cid:55)(cid:72)(cid:86)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:68)(cid:70)(cid:70)(cid:88)(cid:85)(cid:68)(cid:70)(cid:92)(cid:15)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:79)(cid:72)(cid:87)(cid:72)(cid:81)(cid:72)(cid:86)(cid:86)(cid:15)(cid:3)(cid:89)(cid:68)(cid:79)(cid:76)(cid:71)(cid:76)(cid:87)(cid:92)(cid:3)(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:88)(cid:81)(cid:71)(cid:72)(cid:85)(cid:79)(cid:92)(cid:76)(cid:81)(cid:74)(cid:3)(cid:71)(cid:68)(cid:87)(cid:68)(cid:3)(cid:88)(cid:86)(cid:72)(cid:71)(cid:3)(cid:76)(cid:81)(cid:3)(cid:86)(cid:70)(cid:75)(cid:72)(cid:71)(cid:88)(cid:79)(cid:72)(cid:86)(cid:3)(cid:70)(cid:68)(cid:79)(cid:70)(cid:88)(cid:79)(cid:68)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:85)(cid:72)(cid:86)(cid:72)(cid:85)(cid:89)(cid:72)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:83)(cid:85)(cid:82)(cid:80)(cid:82)(cid:87)(cid:76)(cid:82)(cid:81)(cid:68)(cid:79) (cid:68)(cid:79)(cid:79)(cid:82)(cid:90)(cid:68)(cid:81)(cid:70)(cid:72)(cid:86)(cid:17)
(cid:404) (cid:53)(cid:72)(cid:89)(cid:76)(cid:72)(cid:90)(cid:3)(cid:82)(cid:73)(cid:3)(cid:68)(cid:83)(cid:83)(cid:79)(cid:76)(cid:70)(cid:68)(cid:69)(cid:79)(cid:72)(cid:3)(cid:71)(cid:76)(cid:86)(cid:70)(cid:79)(cid:82)(cid:86)(cid:88)(cid:85)(cid:72)(cid:86)(cid:17)(cid:3)
(cid:58)(cid:72)(cid:3)(cid:75)(cid:68)(cid:89)(cid:72)(cid:3)(cid:86)(cid:72)(cid:85)(cid:89)(cid:72)(cid:71)(cid:3)(cid:68)(cid:86)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:182)(cid:86)(cid:3)(cid:68)(cid:88)(cid:71)(cid:76)(cid:87)(cid:82)(cid:85)(cid:3)(cid:86)(cid:76)(cid:81)(cid:70)(cid:72)(cid:3)(cid:21)(cid:19)(cid:19)(cid:28)(cid:17)(cid:3)
/s/ Baker Tilly US, LLP
(cid:44)(cid:85)(cid:89)(cid:76)(cid:81)(cid:72)(cid:15)(cid:3)(cid:38)(cid:68)(cid:79)(cid:76)(cid:73)(cid:82)(cid:85)(cid:81)(cid:76)(cid:68)
(cid:45)(cid:68)(cid:81)(cid:88)(cid:68)(cid:85)(cid:92)(cid:3)(cid:21)(cid:25)(cid:15)(cid:3)(cid:21)(cid:19)(cid:21)(cid:23)(cid:3)
25
BRIDGFORD FOODS CORPORATION
CONSOLIDATED BALANCE SHEETS
As of November 3, 2023, and October 28, 2022
(in thousands, except share and per share amounts)
November 3, 2023
October 28, 2022
Current assets:
ASSETS
Cash and cash equivalents
Accounts receivable, less allowance for doubtful accounts of $248 and $177,
respectively, and promotional allowances of $2,093 and $2,771, 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
$73,397 and $70,968, 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
Current right-of-use leases payable
Other current liabilities
Total current liabilities
Long-term notes payable – equipment, bridge loan and revolving credit facility
Deferred income taxes, net
Lont-term right of use leases payable
Executive retirement plans
Other non-current liabilities
Total long-term liabilities
Total liabilities
Contingencies and commitments (Notes 3, 5 and 6)
Shareholders’ equity:
Preferred stock, without par value; Authorized - 1,000,000 shares; issued and
outstanding – none
Common stock, $1.00 par value; Authorized - 20,000,000 shares; issued and
outstanding – 9,076,832 shares
Capital in excess of par value
Retained earnings
Accumulated other comprehensive loss
Total shareholders’ equity
Total liabilities and shareholders’ equity
$
15,708 $
28,593
40,573
2,168
435
87,477
67,487
12,034
166,998 $
7,201 $
6,404
256
1,045
1,120
1,955
17,981
2,786
8,342
2,450
4,745
1,159
19,482
37,463
-
9,134
8,298
122,792
(10,689)
129,535
166,998 $
$
$
$
See accompanying notes to consolidated financial statements.
16,333
34,541
40,533
1,201
321
92,929
71,830
11,589
176,348
13,658
7,853
224
1,089
1,054
2,975
26,853
3,824
8,972
3,420
4,852
2,102
23,170
50,023
-
9,134
8,298
119,318
(10,425)
126,325
176,348
26
BRIDGFORD FOODS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
For the fiscal years ended November 3, 2023, and October 28, 2022
(in thousands, except share and per share amounts)
November 3, 2023
(53 Weeks)
October 28, 2022
(52 Weeks)
Net sales
Cost of products sold
Gross margin
Selling, general and administrative expenses
Loss (gain) on sale of property, plant and equipment
Operating income
Other (expense) income
Interest expense
Cash surrender value gain (loss)
Total other (expense) income
Income before taxes
Provision for income taxes
Net income
Basic earnings per share
$
251,636 $
181,279
70,357
65,567
161
4,629
(579)
445
(134)
4,495
1,021
3,474 $
0.38 $
$
$
265,898
193,837
72,061
65,235
(57,745)
64,571
(1,107)
(2,057)
(3,164)
61,407
16,341
45,066
4.96
Shares used to compute basic earnings per share
9,076,832
9,076,832
See accompanying notes to consolidated financial statements.
27
BRIDGFORD FOODS CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the fiscal years ended November 3, 2023, and October 28, 2022
(in thousands)
November 3, 2023
(53 Weeks)
October 28, 2022
(52 Weeks)
Net income
Other comprehensive income from defined benefit plans
Other postretirement benefit plans:
Actuarial (loss) gain
Other comprehensive (loss) income from other postretirement benefit plans, net
Other comprehensive income, before taxes
Tax benefit on other comprehensive income
Change in other comprehensive income, net of tax
$
3,474 $
1,255
(1,229)
(1,229)
26
(290)
(264)
Comprehensive income, net of tax
$
3,210 $
See accompanying notes to consolidated financial statements.
45,066
6,910
1,151
1,151
8,061
(1,780)
6,281
51,347
28
BRIDGFORD FOODS CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
For the fiscal years ended November 3, 2023, and October 28, 2022
(in thousands)
Balance, October 29, 2021
Net income
Net change in defined benefit plans and other
benefit plans, net of tax
Balance, October 28, 2022
Net income
Net change in defined benefit plans and other
benefit plans, net of tax
Balance, November 3, 2023
Shares Amount
Capital in
excess of
par value
Retained
earnings
Accumulated
other
comprehensive
loss
Total
shareholders’
equity
9,076 $
-
9,134 $
-
8,298 $
-
74,252 $
45,066
(16,706) $
-
74,978
45,066
-
9,076 $
-
-
9,134 $
-
-
-
8,298 $ 119,318 $
-
3,474
6,281
(10,425) $
-
6,281
126,325
3,474
-
9,076 $
-
9,134 $
-
-
8,298 $ 122,792 $
(264)
(10,689) $
(264 )
129,535
See accompanying notes to consolidated financial statements.
29
BRIDGFORD FOODS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the fiscal years ended November 3, 2023, and October 28, 2022
(in thousands)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by (used in) operating
activities:
November 3, 2023
(53 Weeks)
October 28, 2022
(52 Weeks)
$
3,474 $
45,066
Depreciation and amortization
Provision for losses on accounts receivable
Reduction in promotional allowances
Loss (gain on) sale of property, plant and equipment
Deferred income taxes, net
Changes in operating assets and liabilities:
Accounts receivable, net
Inventories, net
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 provided by (used in) 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) provided by investing activities
Cash flows from financing activities:
Payment of financing lease obligations
Proceeds from bank borrowings
Repayments of bank borrowings
Net cash used in financing activities
Net (decrease) increase in cash and cash equivalents
6,558
147
(679)
161
(631)
6,480
(40)
(114)
(967)
(444)
(6,457)
(1,449)
32
(879)
(1,207)
3,985
227
-
(2,603)
(2,376)
(1,151)
-
(1,083)
(2,234)
(625)
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
$
$
$
16,333
15,708 $
2,587 $
579 $
See accompanying notes to consolidated financial statements.
6,682
57
(98)
(57,745)
5,070
(10,116)
(3,762)
2,250
4,955
(11)
1,270
963
126
(1,880)
(657)
(7,830)
60,115
-
(3,770)
56,345
(400)
6,000
(38,157)
(32,557)
15,958
375
16,333
13,345
1,107
30
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.
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.
Subsequent events
Management has evaluated events subsequent to November 3, 2023, 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.
Based on management’s review, no material subsequent events were identified that require adjustment to the consolidated 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 $248 and $177 as of November 3, 2023, and October 28, 2022, 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 29.1% of revenues in fiscal year 2023 and 26.5% of total accounts receivable was due from Wal-Mart®
as of November 3, 2023. Sales to Wal-Mart® comprised 29.8% of revenues in fiscal year 2022 and 26.1% of total accounts receivable was due
from Wal-Mart® as of October 28, 2022. Sales to Dollar General® comprised 16.3% of revenues in fiscal year 2023 and 20.5% of total accounts
receivable was due from Dollar General® as of November 3, 2023. Sales to Dollar General® comprised 16.9% of revenues in fiscal year 2022
and 19.9% of total accounts receivable was due from Dollar General® as of October 28, 2022.
Business segments
The Company and its 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.
31
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 year 2023 included 53 weeks and fiscal year 2022 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, $7,190 and $6,661 for fiscal years 2023 and
2022, 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 2023 and 2022 were $17,256 and $15,762, respectively.
Advertising expenses
Advertising and other promotional expenses are recorded as selling, general and administrative expenses. Advertising expenses for fiscal
years 2023 and 2022 were $2,822 and $2,603, 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 and cash equivalents totaled $15,708 as of November 3, 2023 all of which were held at Wells Fargo Bank
N.A.
Restricted cash
The Company had no restricted cash as of November 3, 2023 and October 28, 2022, respectively.
Fair value measurements
We classify levels of inputs to measure the fair value of financial assets as follows:
(cid:404)(cid:3)
(cid:404)(cid:3)
(cid:404)(cid:3)
(cid:47)(cid:72)(cid:89)(cid:72)(cid:79)(cid:3)(cid:20)(cid:3)(cid:76)(cid:81)(cid:83)(cid:88)(cid:87)(cid:86)(cid:29)(cid:3)(cid:47)(cid:72)(cid:89)(cid:72)(cid:79)(cid:3)(cid:20)(cid:3)(cid:76)(cid:81)(cid:83)(cid:88)(cid:87)(cid:86)(cid:3) (cid:68)(cid:85)(cid:72)(cid:3) (cid:84)(cid:88)(cid:82)(cid:87)(cid:72)(cid:71)(cid:3) (cid:80)(cid:68)(cid:85)(cid:78)(cid:72)(cid:87)(cid:3) (cid:83)(cid:85)(cid:76)(cid:70)(cid:72)(cid:86)(cid:3)(cid:76)(cid:81)(cid:3) (cid:68)(cid:70)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3) (cid:80)(cid:68)(cid:85)(cid:78)(cid:72)(cid:87)(cid:86)(cid:3) (cid:73)(cid:82)(cid:85)(cid:3) (cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:76)(cid:70)(cid:68)(cid:79)(cid:3)(cid:68)(cid:86)(cid:86)(cid:72)(cid:87)(cid:86)(cid:3)(cid:82)(cid:85)(cid:3)(cid:79)(cid:76)(cid:68)(cid:69)(cid:76)(cid:79)(cid:76)(cid:87)(cid:76)(cid:72)(cid:86)(cid:3) (cid:87)(cid:75)(cid:68)(cid:87)(cid:3)(cid:68)(cid:85)(cid:72)(cid:3) (cid:68)(cid:70)(cid:70)(cid:72)(cid:86)(cid:86)ible at the
measurement date.
(cid:47)(cid:72)(cid:89)(cid:72)(cid:79)(cid:3)(cid:21)(cid:3)(cid:76)(cid:81)(cid:83)(cid:88)(cid:87)(cid:86)(cid:29)(cid:3)(cid:47)(cid:72)(cid:89)(cid:72)(cid:79)(cid:3)(cid:21)(cid:3)(cid:76)(cid:81)(cid:83)(cid:88)(cid:87)(cid:86)(cid:3)(cid:68)(cid:85)(cid:72)(cid:3)(cid:73)(cid:85)(cid:82)(cid:80)(cid:3)(cid:82)(cid:87)(cid:75)(cid:72)(cid:85)(cid:3)(cid:87)(cid:75)(cid:68)(cid:81)(cid:3)(cid:84)(cid:88)(cid:82)(cid:87)(cid:72)(cid:71)(cid:3)(cid:80)(cid:68)(cid:85)(cid:78)(cid:72)(cid:87)(cid:3)(cid:83)(cid:85)(cid:76)(cid:70)(cid:72)(cid:86)(cid:3)(cid:76)(cid:81)(cid:70)(cid:79)(cid:88)(cid:71)(cid:72)(cid:71)(cid:3)(cid:76)(cid:81)(cid:3)(cid:47)(cid:72)(cid:89)(cid:72)(cid:79)(cid:3)(cid:20)(cid:3)(cid:87)(cid:75)(cid:68)(cid:87)(cid:3)(cid:68)(cid:85)(cid:72)(cid:3)(cid:82)(cid:69)(cid:86)(cid:72)(cid:85)(cid:89)(cid:68)(cid:69)(cid:79)(cid:72)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:68)(cid:86)(cid:86)(cid:72)(cid:87)(cid:3)or liability,
either directly or indirectly.
(cid:47)(cid:72)(cid:89)(cid:72)(cid:79)(cid:3)(cid:22)(cid:3)(cid:76)(cid:81)(cid:83)(cid:88)(cid:87)(cid:86)(cid:29)(cid:3)(cid:47)(cid:72)(cid:89)(cid:72)(cid:79)(cid:3)(cid:22)(cid:3)(cid:76)(cid:81)(cid:83)(cid:88)(cid:87)(cid:86)(cid:3)(cid:68)(cid:85)(cid:72)(cid:3)(cid:88)(cid:81)(cid:82)(cid:69)(cid:86)(cid:72)(cid:85)(cid:89)(cid:68)(cid:69)(cid:79)(cid:72)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:86)(cid:75)(cid:82)(cid:88)(cid:79)(cid:71)(cid:3)(cid:69)(cid:72)(cid:3)(cid:88)(cid:86)(cid:72)(cid:71)(cid:3)(cid:87)(cid:82)(cid:3)(cid:80)(cid:72)(cid:68)(cid:86)(cid:88)(cid:85)(cid:72)(cid:3)(cid:73)(cid:68)(cid:76)(cid:85)(cid:3)(cid:89)(cid:68)(cid:79)(cid:88)(cid:72)(cid:3)(cid:87)(cid:82)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:72)(cid:91)(cid:87)(cid:72)(cid:81)(cid:87)(cid:3)(cid:87)(cid:75)(cid:68)(cid:87)(cid:3)(cid:82)(cid:69)(cid:86)(cid:72)(cid:85)(cid:89)(cid:68)(cid:69)(cid:79)(cid:72)(cid:3)(cid:76)(cid:81)(cid:83)(cid:88)(cid:87)(cid:86)(cid:3)are not
available.
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 November 3, 2023, and October 28, 2022, except for pension plan investments (See Note 3).
32
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. The Company recorded a net realizable value reserve of $513 and $131 at November 3, 2023 and October
28, 2022, respectively, 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 $579 and $1,107 for fiscal
year 2023 and 2022, respectively, all of which were recorded as interest expense in relation to equipment at the production facility in Chicago.
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.
Leases
Leases are recognized in accordance with ASC Topic 842 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. Operating leases are recorded as a right-of-use assets under property, plant and equipment and the corresponding liability
is recorded under other liabilities. The consolidated balance sheets reflect 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 are 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.
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.
33
Stock-based compensation
We measure and recognize compensation expenses 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 2023 and 2022.
Comprehensive income or loss
Comprehensive income or loss consists of net income and additional minimum pension liability adjustments net of taxes.
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 twelve 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 was our
first quarter of fiscal year 2020. We have analyzed all lease transactions during fiscal years 2020 and 2021 and the first and second quarters of
fiscal year 2022. 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 twelve 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 there were two significant long-term leases which are the leases with
Hogshed Ventures, LLC and Racine Partners 4333 LLC. The accounting treatment of theses leases for warehouse storage included establishing
a right-of-use asset and the 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 and with Racine Partners 4333 LLC during the fourth quarter of fiscal year 2022.
The application of this pronouncement resulted in additional disclosures detailing our lease arrangements. The Company adopted this guidance
during the first quarter of fiscal year 2020 and it did not have a material impact on our consolidated financial statements.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (ASC 326), which provides guidance on
measurement of credit losses on financial instruments. This ASU adds a current expected credit loss impairment model to GAAP that is based
on expected losses rather than incurred losses whereby a broader range of reasonable and supportable information is required to be utilized in
order to derive credit loss estimates. The effective date of the new guidance as amended by ASU No. 2019-10 is fiscal years beginning after
December 15, 2022, including interim periods within those fiscal years. The Company analyzed the impact of adopting this standard and does
not expect the adoption to have a material impact on its Consolidated Financial Statements as it has been our policy to estimate and record credit
losses on trade accounts receivable.
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting – Improvements to Reportable Segments Disclosures. The
amendments enhance disclosures of significant segment expenses by requiring to disclose significant segment expenses regularly provided to the
chief operating decision maker (CODM), extend certain annual disclosures to interim periods, and permit more than one measure of segment
profit or loss to be reported under certain conditions. The amendments are effective for the Company in fiscal years beginning after December
15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption of the amendment is permitted, including
adoption in any interim periods for which financial statements have not been issued. The Company is currently evaluating the guidance and its
impact to the financial statements.
34
NOTE 2 - Composition of Certain Financial Statement Captions:
November 3, 2023
October 28, 2022
Inventories, net:
Meat, ingredients, and supplies
Work in process
Finished goods
Prepaid expenses and other current assets
Prepaid insurance
Prepaid other
Property, plant and equipment, net:
Land
Buildings and improvements
Machinery and equipment
Finance 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
Current portion of non-current liabilities (Notes 3 and 6):
Executive retirement plans
Incentive compensation
Finance lease obligation
Customer deposits and escrow
Deferred payroll taxes current
Postretirement healthcare benefits
Other non-current liabilities (Note 3):
Defined benefit retirement plan
Incentive compensation
Finance lease obligation
Postretirement healthcare benefits
$
$
$
$
$
$
$
$
$
$
$
$
$
12,244 $
1,507
26,822
40,573 $
274
161
435 $
3,799 $
24,173
97,554
355
10,078
3,515
1,410
140,884
(73,397)
67,487 $
12,029 $
5
12,034 $
4,610 $
732
444
618
6,404 $
249 $
1,582
62
26
-
36
1,955 $
(1,885) $
2,266
28
750
1,159 $
10,242
2,432
27,859
40,533
79
242
321
3,799
26,134
97,664
553
9,940
4,456
252
142,798
(70,968)
71,830
11,584
5
11,589
5,412
1,305
501
635
7,853
133
1,746
202
26
766
102
2,975
(551)
1,913
135
605
2,102
35
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 income consisted of the following:
Service cost
Interest cost
Expected return on plan assets
Amortization of unrecognized loss
Net pension income
November 3, 2023
(53 Weeks)
October 28, 2022
(52 Weeks)
$
$
57 $
2,688
(3,439)
615
(79) $
127
1,772
(4,336)
1,210
(1,227)
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
November 3, 2023
October 28, 2022
5.96%
N/A
7.00%
5.44%
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 the plans’ assets - beginning of year
Actual return on the plans’ assets
Benefits paid
Fair value of the plans’ assets - end of year
Change in benefit obligations:
Benefit obligations - beginning of year
Service cost
Interest cost
Actuarial loss
Benefits paid
Benefit obligations - end of year
Funded status of the plans
Unrecognized net actuarial loss
Net amount recognized
November 3, 2023
(53 Weeks)
October 28, 2022
(52 Weeks)
$
$
$
$
50,649 $
2,394
(2,358)
50,685 $
50,098 $
57
2,688
(1,686)
(2,357)
48,800
1,885
7,216
9,101 $
63,295
(10,476)
(2,170)
50,649
70,882
127
1,772
(20,513)
(2,170)
50,098
551
8,470
9,021
We perform an internal rate of return analysis when making the discount rate selection. The discount rates were based on FTSE Pension
Discount Curve (formerly Citibank) as of November 3, 2023, and October 28, 2022, respectively.
The plans’ 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 2024 is planned.
For fiscal year 2023, our actuary used mortality tables from the Pri-2012 Total Dataset Mortality Table with MP-2021 Scaling. The
expected rate of return on the plans’ assets remained the same at 7.00% effective for fiscal years 2023 and 2022, respectively.
36
The actual and target allocation for the plans’ assets are as follows:
Asset Class
Large Cap Equities
Mid Cap Equities
Small Cap Equities
International (equities only)
Fixed Income
Cash and other
Total
2023
21.7%
0.0%
9.5%
26.9%
36.0%
5.9%
100.0%
Target
Asset
Allocation
23.0%
0.0%
9.0%
27.0%
37.0%
4.0%
100.0%
2022
22.6 %
0.0 %
9.7 %
25.9 %
35.9 %
5.9 %
100.0 %
Target
Asset
Allocation
23.0%
0.0%
9.0%
25.0%
37.0%
6.0%
100.0%
The fair value of our pension plans’ assets as of November 3, 2023, 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
2023
Total plan assets
$
50,685
-
- $
50,685
The fair value of our pension plan assets as of October 28, 2022, 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
2022
Total plan assets
$
50,649
-
- $
50,649
Expected payments for pension benefits are as follows:
Fiscal Years
2024
2025
2026
2027
2028
2029-2033
Executive Retirement Plans
Non-Qualified Deferred Compensation
Pension Benefits
$
$
$
$
$
$
3,258
3,370
3,466
3,561
3,614
18,364
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 2023 and 2022.
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 $4,994 and $4,985 as
of November 3, 2023, and October 28, 2022, respectively. The benefit payable is recorded as $249 and $133 under current liabilities and $4,745
and $4,852 under non-current liabilities as of November 3, 2023 and October 28, 2022, 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 $12,029 and $11,584 as of November 3, 2023, and October 28, 2022, respectively. The net periodic
pension income for fiscal year 2023 was $1,057 caused by the change in pension discount rate from fiscal year 2022 to fiscal year 2023.
37
Expected payments for executive postretirement benefits are as follows:
Fiscal Years
2024
2025
2026
2027
2028
2029-2032
Executive
Postretirement
Benefits
$
$
$
$
$
$
533
533
533
533
532
2,612
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 $3,848 and $3,659 as of
November 3, 2023, and October 28, 2022, respectively. Future payments are approximately $1,582, $1,531, $694, $33, and $8 for fiscal years
2024 through 2028, 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:
November 3, 2023
(53 Weeks)
October 28, 2022
(52 Weeks)
Interest cost
Amortization of actuarial gain
Service cost
Net periodic postretirement healthcare cost
$
$
22 $
(17)
4
9 $
Weighted average assumptions for the fiscal years ended November 3, 2023, and October 28, 2022, are as follows:
Discount rate
Medical trend rate next year
Ultimate trend rate
Year ultimate trend rate is achieved
2023
2022
5.96%
7.50%
5.00%
2028
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
2023
2022
$
$
5 $
106 $
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
2023
2022
$
$
(4) $
(84) $
13
(10)
-
3
5.44%
6.50%
5.00%
2026
2
65
(1)
(55)
38
The healthcare obligation and funded status of this plan as of the fiscal years ended are as follows:
2023
2022
Change in accumulated postretirement healthcare obligation:
Healthcare obligation - beginning of year
Interest cost
Service cost
Actuarial gain (loss)
Benefits paid
Healthcare obligation – end of year
Funded status of the plans
Unrecognized net actuarial gain
Unrecognized amounts recorded in other comprehensive income
Postretirement healthcare liability
Expected payments for the postretirement benefits are as follows:
$
$
$
Fiscal Years
2024
2025
2026
2027
2028-2032
426 $
22
3
230
(32)
649 $
649
33
(33)
649 $
530
13
-
(105)
(12)
426
426
(215)
215
426
Postretirement
Healthcare Benefits
36
37
37
37
177
$
$
$
$
$
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 2023 and 2022, we made total employer contributions to the 401K
Plan in the amounts of $887 and $893, respectively.
NOTE 4 - Income Taxes:
The provision for (benefit on) income taxes include the following:
Current:
Federal
State
Deferred:
Federal
State
November 3, 2023
(53 Weeks)
October 28, 2022
(52 Weeks)
$
$
1,660 $
(8)
1,652
(530)
(101)
(631)
1,021 $
10,574
2,264
12,838
2,609
894
3,503
16,341
39
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:
November 3, 2023
(53 Weeks)
October 28, 2022
(52 Weeks)
Provision for federal income taxes at the applicable statutory rate
(Decrease) increase in provision resulting from state income taxes, net of federal
income tax benefit
Non-taxable life insurance loss (gain)
Other, net
Provision for income taxes
$
$
944 $
(86)
(93)
256
1,021 $
12,895
2,458
427
561
16,341
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
Other
State taxes payable (receivable)
Incentive compensation
Pension and health care benefits
Depreciation
Net operating loss carry-forward and credits
Valuation allowance established against state NOL
Deferred income taxes, net
November 3, 2023
October 28, 2022
$
$
64 $
167
299
571
726
(30)
232
824
924
(12,342)
322
(99)
(8,342) $
48
142
145
628
848
143
275
733
1,318
(13,440)
287
(99)
(8,972)
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.
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 November 3, 2023, the Company did not have any valuation allowance against its federal net deferred tax assets. Management reevaluated
the need for a valuation allowance at the end of 2022 and determined that some of its California NOL may not be utilized. Therefore, a valuation
allowance of $99 has been retained for such portion of the California NOL.
As of November 3, 2023, the Company had net operating loss carryforwards of approximately $0 for federal and $5,000 for state purposes.
The state loss carryforwards will expire at various dates through 2040.
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 November 3, 2023, we have provided a liability of $314 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 28, 2022, we have provided a liability of $299 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.
40
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
Balance at end of year
November 3, 2023
(53 Weeks)
October 28, 2022
(52 Weeks)
$
$
299 $
16
16
331 $
173
126
-
299
We recognize any future accrued interest and penalties related to unrecognized tax benefits in income tax expense. As of November 3, 2023, we
had approximately $40 in accrued interest and penalties which is included as a component of the $331 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, 2020, through 2022.
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, 2019, through 2022.
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 (fiscal year 2019) and has carried back a taxable loss of $9,919 to tax years 2014
(fiscal year 2015) and 2015 (fiscal year 2016). Furthermore, the Company also carried back $21,687 of net operating loss from 2019 (fiscal year
2020) against any remaining taxable income of tax year 2015 (fiscal year 2016) and taxable income of tax years 2016 (fiscal year 2017) and 2017
(fiscal year 2018). 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 22.7% and 26.6% for fiscal years 2023 and 2022, respectively. The effective tax rate for fiscal year 2022 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 2023 and 2022 were impacted by such items as non-deductible meals and entertainment, non-taxable gains and losses on life
insurance policies and state income taxes.
NOTE 5 - Line of Credit and Borrowing Agreements:
The following table reflects major components of our revolving credit facility and borrowing agreements as of November 3, 2023, and October
28, 2022, respectively.
Revolving credit facility
Equipment notes:
3.68% note due 04/16/27, out of lockout 04/17/22
Total debt
Less current debt
Total long-term debt
November 3, 2023
October 28, 2022
$
- $
3,831
3,831
(1,045)
2,786 $
$
-
4,913
4,913
(1,089)
3,824
41
Revolving Credit Facility
On November 30, 2023, we entered into a fifth amendment to the credit agreement with Wells Fargo Bank, N.A. dated March 1, 2018, as
amended, and also executed a revolving line of credit note pursuant to the amendment. The revolving line of credit note replaces the existing
note that expired by its terms on November 30, 2023. Under the terms of this amendment and the revolving line of credit note, we may borrow
up to $7,500 from time to time up to November 30, 2024, at an interest rate equal to (a) the daily simple secured overnight financing rate plus
2.0%, or if unavailable, (b) the prime rate, in each case as determined by the bank. The line of credit has an unused commitment fee of 0.35% of
the available loan amount, payable on a quarterly basis. Amounts may be repaid and reborrowed during the term of the note. Accrued interest is
payable on the first day of each month and the outstanding principal balance and remaining interest are due and payable on November 30, 2024.
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 April 18, 2019, December 19, 2019, March 5,
2020, and April 17, 2020 (the Original Wells Fargo Loan Agreement and the subsequent agreements collectively referred to as the “Wells Fargo
Loan Agreements”). Pursuant to the Wells Fargo Loan Agreements, we owe the amounts as stated in the table above.
Bridge Loan
On August 30, 2021, we entered into a loan commitment note for a bridge loan of up to $25,000 to obtain capital to pay off the existing equipment
loans as they came out of the lock out period and could be prepaid. The outstanding principal balances of the bridge loan became due and payable
in full one Federal Reserve business day after the closing of the real estate transactions contemplated under the Purchase and Sale Agreement
dated March 16, 2020, as amended, between Bridgford Food Processing Corporation and CRG Acquisition, LLC (the “CRG Purchase
Agreement”). We prepaid $18,653 in equipment loans utilizing proceeds from the new bridge loan. The Company evaluated the exchange under
ASC 470 and determined that the exchange should be treated as a debt modification prospectively. The Company accounted for this transaction
as a debt modification and did not incur any gain or loss relating to the modification. The debt modification did not meet the greater than ten
percent test and was deemed not substantial. We prepaid and terminated the bridge loan and related loan commitment note on June 2, 2022, using
$18,653 in proceeds from the gain on the sale of a land parcel in Chicago pursuant to the CRG Purchase Agreement.
Loan Covenants
The Wells Fargo Loan Agreements and the credit agreement contain various affirmative and negative covenants that limit the use of funds and
define other provisions of the loans. The main financial covenants are listed below:
(cid:404) Total Liabilities divided by Tangible Net Worth not greater than 2.0 to 1.0 at each fiscal quarter end,
(cid:404) Quick Ratio not less than 1.25 to 1.0 at each fiscal quarter end,
(cid:404) Fixed Charge Coverage Ratio not less than 1.25 to 1.0 at the end of the fiscal quarter end.
As of November 3, 2023, the Company was in compliance with all covenants under the Wells Fargo Loan Agreements and the credit agreement.
Aggregate contractual maturities of debt in future fiscal years are as follows as of November 3, 2023.
Fiscal Years
2024
2025
2026
2027
Debt Payable
1,045
1,083
1,124
580
$
$
$
$
42
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 $96 in 2023. The Company leased one long-haul truck for $40 during fiscal year 2023, and
that lease term is two years.
The Company performed a detailed analysis and determined that the only indications of long-term leases in addition to transportation
leases for long-haul trucks were Hogshed Ventures, LLC and Racine Partners 4333 LLC. A right-of-use asset and corresponding liability for
warehouse storage space was recorded for $238 for Hogshed Ventures, LLC for 40th Street in Chicago, Illinois, and $3,276 for Racine Partners
4333 LLC for 43rd Street as of November 3, 2023. We lease these spaces under non-cancelable operating leases. These leases do not have
significant rent escalation holidays, concessions, leasehold improvement incentives or other build-out clauses. Further these leases do not contain
contingent rent provisions. The lease with Hogshed Ventures LLC terminates on June 30, 2023. The lease with Racine Partners 4333 LLC
terminates on May 31, 2027. These leases include 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 assets.
This Hogshed Ventures LLC 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
2024
2025
2026
2027
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
1,230
937
996
518
-
3,681
(20)
(1)
3,660
$
$
$
(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 $62 and $28, respectively, and right-of-use assets of $1,120
and $2,450, respectively.
43
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 resources 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 November 3, 2023 (53 weeks) and October 28, 2022 (52 weeks):
2023
Net sales
Cost of products sold
Gross margin
SG&A
Loss on sale of property, plant, and equipment
Operating (loss) income
Total assets
Additions to PP&E
2022
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
Segment Information
Frozen Food
Products
Snack Food
Products
Other
Totals
$
$
$
$
57,638 $
43,180
14,458
14,443
75
(60) $
193,998 $
138,099
55,899
51,124
86
4,689 $
- $
-
-
-
-
- $
15,241 $
493 $
121,725 $
2,110 $
30,032 $
- $
251,636
181,279
70,357
65,567
161
4,629
166,998
2,603
Segment Information
Frozen Food
Products
Snack Food
Products
$
$
$
$
56,254 $
41,100
15,154
14,614
(16)
209,644 $
152,737
56,907
50,621
(100)
Other
Totals
- $
-
-
-
(57,629)
265,898
193,837
72,061
65,235
(57,745)
556 $
6,386 $
57,629 $
64,571
16,327 $
1,106 $
130,704 $
2,664 $
29,317 $
- $
176,348
3,770
The following information further disaggregates our sales to customers by major distribution channel and customer type for the fiscal years ended
November 3, 2023, and October 28, 2022, respectively.
2023
Distribution Channel
Direct store delivery
Direct customer warehouse
Total Snack Food Products
Distributors
Total Frozen Food Products
$
Retail (a)
Foodservice (b)
Totals
130,497 $
63,501
193,998
8,397
8,397
- $
-
-
49,241
49,241
130,497
63,501
193,998
57,638
57,638
Total Net Sales
$
217,852 $
49,241 $
251,636
(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.
44
2022
Distribution Channel
Direct store delivery
Direct customer warehouse
Total Snack Food Products
Distributors
Total Frozen Food Products
$
Retail (a)
Foodservice (b)
Totals
138,220 $
71,424
209,644
8,208
8,208
- $
-
-
48,046
48,046
138,220
71,424
209,644
56,254
56,254
Total Net Sales
$
217,852 $
48,046 $
265,898
(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.
45
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 26, 2024
/s/ MICHAEL W. BRIDGFORD
Michael W. Bridgford, Chairman of the Board
(Principal Executive Officer)
Exhibit 31.2
I, Cindy Matthews-Morales, 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 26, 2024
/s/ CINDY MATTHEWS-MORALES
Cindy Matthews-Morales
Chief Financial Officer and 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 November 3, 2023 (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 of the
Exhibit 32.1
Company.
Dated: January 26, 2024
/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.
Exhibit 32.2
Certification Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, Cindy Matthews-Morales, Chief Financial Officer and 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 November 3, 2023 (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 of the
Company.
Dated: January 26, 2024
/s/ CINDY MATTHEWS-MORALES
Cindy Matthews-Morales
Chief Financial Officer and 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.
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BRIDGFORD FOODS CORPORATION
_________________________________
NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS
To Be Held On March 27, 2024
2:00 p.m. Central Time
_________________________________
To the Shareholders of BRIDGFORD FOODS CORPORATION:
You are cordially invited to attend the 2024 annual meeting of shareholders of Bridgford Foods Corporation, a California corporation
with principal executive offices located in Texas, on Wednesday, March 27, 2024, at 2:00 p.m. Central Time. The annual meeting will
be held virtually via live internet webcast at www.virtualshareholdermeeting.com/BRID2024.
We are holding the annual meeting for the following purposes, as described in greater detail in the accompanying Proxy Statement:
(1) Election of Directors. To elect eight directors to hold office for one year or until their successors are elected and qualified.
(2) Ratification of Appointment of Accountants. To ratify the appointment of Baker Tilly US, LLP as the Company’s
independent registered public accountants for the fiscal year ending on November 1, 2024.
(3) Shareholder Proposal. To consider and vote upon on the shareholder proposal contained in the Proxy Statement if
properly presented at the meeting.
(4) Other Business. To transact such other business as may properly come before the meeting, or at any postponements or
adjournments thereof.
The board of directors recommends that you vote “FOR” the election of each of the director nominees referenced in Proposal 1, “FOR”
Proposal 2 and “AGAINST” Proposal 3.
Only shareholders of record at the close of business on February 2, 2024, are entitled to notice of and to vote at the virtual annual meeting
or any postponements or adjournments thereof.
The annual meeting will be a completely virtual meeting of shareholders, which will be conducted via a live webcast. We believe
hosting a virtual annual meeting will encourage increased shareholder attendance and participation while reducing the cost of holding
the annual meeting for our Company and the cost of attending the annual meeting for our shareholders. You will be able to attend the
annual meeting online, submit your questions and vote your shares electronically during
the meeting by visiting
www.virtualshareholdermeeting.com/BRID2024.
Your vote is extremely important. Whether or not you plan to attend the virtual annual meeting, the board of directors respectfully
urges you to complete, date, sign and return the proxy mailed to you, or vote over the internet or by telephone as instructed in
these materials, as promptly as possible in order to ensure your representation at the annual meeting. Even if you have voted by
proxy, you may still vote online if you virtually attend the annual meeting. Please note, however, that if your shares are held of record
by a broker, bank or other agent and you wish to vote at the annual meeting, you must follow the instructions from such organization
and will need to obtain a proxy issued in your name from that record holder.
By order of the Board of Directors
/s/ Cindy Matthews-Morales
Cindy Matthews-Morales, Chief Financial Officer and Secretary
Dallas, Texas
February 27, 2024
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on
Wednesday, March 27, 2024.
Pursuant to the rules of the Securities and Exchange Commission, we have elected to provide access to the proxy materials both
by sending you a full set of proxy materials, including this Notice, the accompanying Proxy Statement and Proxy Card, and the
2023 Annual Report to Shareholders and by notifying you of the availability of the proxy materials on the Internet. The Notice,
Proxy Statement, Proxy Card and 2023 Annual Report to Shareholders are available at https://materials.proxyvote.com/108763.
2
If you wish to vote at the Annual Meeting virtually by live webcast you must visit the following website:
www.virtualshareholdermeeting.com/BRID2024. You will need to log in to the webcast using the 16-digit control number
located on the proxy card that was mailed to you. All shares that have been properly voted and not revoked will be voted at the
Annual Meeting. However, even if you plan to attend the Annual Meeting virtually, we recommend that you vote your shares
in advance via one of the methods listed below so that your vote will be counted if you later decide not to attend the meeting
or if you experience technical difficulties during the meeting.
If you wish to vote by proxy, you can do so through the internet, by mail, or by telephone as described below:
•(cid:3) To vote through the internet, go to www.proxyvote.com and follow the instructions provided on the website. You
will need the 16-digit control number from the proxy card that was mailed to you. Internet voting is available 24
hours a day and will be accessible until 11:59 p.m. Eastern Time on Tuesday, March 26, 2024.
•(cid:3) To vote by mail using a proxy card, simply complete, sign and date the proxy card and return it promptly, but no
later than by 11:59 p.m. Eastern Time on Tuesday, March 26, 2024, in the postage-paid envelope provided.
•(cid:3) To vote by telephone, call toll-free 1-800-690-6903 from any touch-tone telephone and follow the instructions.
You will need the 16-digit control number from the proxy card that was mailed to you. Telephonic voting is
available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on Tuesday, March 26, 2024.
The method you use to vote by proxy will not limit your right to virtually attend or vote at the Annual Meeting. If you are a
shareholder of record and you indicate when voting that you wish to vote as recommended by the Board of Directors, or if you
sign and return a proxy card without giving specific voting instructions, the proxy holders will vote your shares as recommended
by the Board of Directors on all matters presented in this Proxy Statement, and as the proxy holders may determine in their
discretion with respect to any other matters properly presented for a vote at the Annual Meeting.
Beneficial Owners
If you are a beneficial owner of shares registered in the name of your bank, broker, dealer or other nominee, the nominee
holding your shares is considered the holder of record for purposes of voting at the virtual Annual Meeting. As a beneficial
owner, you have the right to direct your nominee on how to vote the shares in your account. If you are a beneficial owner, you
should have received the Notice and a proxy card and voting instructions with this Proxy Statement from your bank, broker or
other nominee rather than from us. Simply complete, sign and date the proxy card and return it promptly in the postage-paid
envelope provided to ensure that your vote is counted. You may be eligible to vote your shares electronically over the internet
or by telephone. A large number of banks and brokerage firms offer internet and telephonic voting. Please contact your nominee
directly if you have any questions about voting your shares.
As a beneficial owner of shares registered in the name of your bank, broker, dealer or other nominee, you are invited to attend
the Annual Meeting virtually. However, since you are not the holder of record, you may not vote your shares at the Annual
Meeting unless you request and obtain a valid legal proxy or a 16-digit control number from your nominee. Please contact your
nominee for additional information about attending the Annual Meeting virtually.
If you are a beneficial owner of shares held in street name and do not provide the nominee that holds your shares with specific
voting instructions, the nominee may generally vote in its discretion on “routine” matters. However, if the nominee that holds
your shares does not receive instructions from you on how to vote your shares on a “non-routine” matter, it will be unable to
vote your shares on that matter. Whether a particular matter is considered “routine” or “non-routine” is determined pursuant to
applicable stock exchange rules.
11.
How may I attend the Annual Meeting?
The Annual Meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/BRID2024. You will be
able to attend the Annual Meeting online, submit your questions, and vote your shares electronically during the meeting. In
order to attend and participate in the Annual Meeting, you will need to log in to the webcast using the 16-digit control number
located on your proxy card or within the instructions that accompanied your proxy materials. The webcast will begin promptly
at 2:00 p.m. Central Time on Wednesday, March 27, 2024.
We will answer as many shareholder questions during the Annual Meeting as time permits and in accordance with our rules
for the meeting. However, we reserve the right to exclude questions that are not pertinent to the Annual Meeting matters or that
are otherwise inappropriate. If we receive substantially similar questions, we will group such questions together and provide a
single response to avoid repetition.
Online access will begin at approximately 1:45 p.m. Central Time on the day of the meeting to provide you ample time to log
in, test your device, and review the rules and procedures for the meeting. We encourage you to access the webcast prior to the
designated start time.
We will have technical support ready to assist you with any difficulties you may experience accessing the live webcast. A
technical support phone number will be posted at www.virtualshareholdermeeting.com/BRID2024. Please call that phone
number if you experience technical difficulties prior to or during the webcast.
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12.
What can I do if I change my mind after I vote my shares?
You may revoke your proxy or change your vote at any time before the polls are closed at the Annual Meeting. The procedures
for revoking your proxy or changing your vote will depend on whether you are a shareholder of record, or a beneficial owner
of shares held in street name.
Shareholders of Record
If you are a shareholder of record, you may change your vote in one of the following ways:
•(cid:3)
•(cid:3)
•(cid:3)
Subsequently casting a new vote via the internet or by telephone using your 16-digit control number, up until
11:59 p.m. Eastern Time on Tuesday, March 26, 2024, which is the deadline for internet or telephone voting;
Submitting another properly completed proxy card prior to the Annual Meeting reflecting the subsequent date of
completion;
Sending a written notice that you are revoking your proxy to Bridgford Foods Corporation, 1707 South Good-
Latimer Expressway, Dallas, Texas 75226, Attention: Corporate Secretary, to be received prior to the Annual
Meeting; or
•(cid:3) Attending the virtual Annual Meeting and voting via live webcast (although attendance will not in and of itself
constitute a revocation of a proxy).
Beneficial Owners
If you are a beneficial owner of shares and you have instructed your bank, broker, dealer or other nominee to vote your shares,
you may change your vote by following the instructions provided to you by your nominee, or by attending the virtual Annual
Meeting and voting via live webcast, provided you have obtained a valid legal proxy or a 16-digit control number from your
nominee as described in “How can I vote my shares?” above.
Your most current internet or telephone proxy, or proxy card, will be the one that is counted at the Annual Meeting. If you
revoke your proxy via the internet or by telephone, please make sure to do so by the deadline as described above. If you send
a written notice of revocation, please make sure to do so with enough time for it to arrive by mail prior to the Annual Meeting.
Subject to any revocation, all shares represented by properly executed proxies will be voted in accordance with the instructions
on the applicable proxy, or, if no instructions are given, in accordance with the recommendation of our Board of Directors as
described above.
13.
Could other matters be decided at the Annual Meeting?
As of the date this Proxy Statement went to press, the Board of Directors did not know of any matters which will be brought
before the Annual Meeting other than those specifically set forth in the Notice hereof. However, if any other matter properly
comes before the Annual Meeting, it is intended that the proxies, or their substitutes, will vote on such matters in accordance
with their discretion.
14.
Who is paying for the cost of this proxy solicitation?
The solicitation of proxies is being made on behalf of the Board of Directors. We will pay all of the costs of soliciting these
proxies. In addition to the solicitation of proxies by use of the mail, our directors, officers and other employees may solicit
proxies in person or by telephone, email, or otherwise, but will not receive any additional compensation for these services,
although we may reimburse them for reasonable out-of-pocket expenses incurred in connection with such solicitation. Although
we have not retained a proxy solicitor to assist in the solicitation of proxies, we may do so in the future, and do not believe the
cost of any such proxy solicitor will be material. We may reimburse banks, brokers, dealers and other institutions, nominees
and fiduciaries for their reasonable out-of-pocket expenses in forwarding these proxy materials to beneficial owners of shares
held of record by such persons and in obtaining authority to execute proxies.
15.
I share an address with another shareholder, and we received only one paper copy of the proxy materials. How may I
obtain an additional copy of the proxy materials?
SEC rules permit brokers and other persons who hold the Company’s shares for beneficial owners to participate in a practice
known as “householding,” which means that only one copy of the Proxy Statement and Annual Report of the Company on
Form 10-K for the fiscal year ended November 3, 2023, or the 2023 Annual Report, will be sent to multiple shareholders who
share the same address unless other instructions are provided to the Company. Householding is designed to reduce printing and
postage costs and therefore results in cost savings for the Company. If you receive a household mailing this year and would
like to have additional copies of this Proxy Statement and/or the 2023 Annual Report mailed to you, or if you would like to opt
out of this practice for future mailings, please contact your bank, broker, dealer or other nominee record holder, or submit your
request to:
Bridgford Foods Corporation
1707 South Good-Latimer Expressway
Dallas, Texas 75226
Attention: Corporate Secretary
Phone: (214) 428-1535
4
Upon receipt of any such request, the Company will promptly deliver a copy of this Proxy Statement and/or the 2023 Annual
Report to you. In addition, if you are currently a shareholder sharing an address with another shareholder and wish to receive
only one copy of future proxy materials for your household, please contact us using the contact information set forth above.
16.
Where can I find voting results of the Annual Meeting?
We will announce preliminary voting results with respect to each proposal at the Annual Meeting. In accordance with SEC
rules, final voting results will be published in a Current Report on Form 8-K within four business days following the Annual
Meeting, unless final results are not known at that time in which case preliminary voting results will be published within four
business days of the Annual Meeting and final voting results will be published once they are known by the Company.
17.
What is the deadline to submit shareholder proposals or director nominations for the 2025 Annual Meeting?
Requirements for shareholder proposals to be considered for inclusion in our proxy materials.
Proposals of shareholders intended to be included in the proxy statement and presented at the Company’s 2025 Annual Meeting
of Shareholders must be received at the Company’s principal office no later than October 30, 2024. However, if the date of the
2025 Annual Meeting of Shareholders has been changed by more than 30 days from the date of the 2024 Annual Meeting, then
the deadline is a reasonable time before the Company begins to print and send its proxy materials. Matters pertaining to such
proposals, including the number and length thereof, eligibility of persons entitled to have such proposals included and other
aspects are regulated by the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC.
Requirements for shareholder proposals or director nominations to be brought before an annual meeting.
Additionally, any shareholder desiring to submit a proposal for action or to nominate one or more persons for election as
directors at our 2025 Annual Meeting of Shareholders must submit a notice of the proposal or nomination including the
information required by our Amended and Restated Bylaws, or our Bylaws, to the Company’s Corporate Secretary, c/o
Bridgford Foods Corporation, 1707 South Good-Latimer Expressway, Dallas, Texas 75226, between November 29, 2024 and
December 29, 2024, or else it will be considered untimely and ineligible to be properly brought before the Annual Meeting.
However, if the Company’s 2025 Annual Meeting of Shareholders is not held within 30 days of the first anniversary of the
2024 Annual Meeting, under the Bylaws, this notice must be provided not later than the close of business on the tenth day
following the date on which notice of the date of the 2025 Annual Meeting of Shareholders is first mailed to shareholders or
otherwise publicly disclosed, whichever first occurs.
18.
Where can I find information about the 2023 Annual Report?
The Company will furnish without charge to each person whose proxy is being solicited, upon request of any such person, a
copy of the 2023 Annual Report, as such was filed with the SEC, including financial statements and associated schedules. Such
report was filed with the SEC on January 26, 2024, and is available on the SEC’s website at www.sec.gov, as well as the
Company’s website at www.bridgford.com. References to our website address in this Proxy Statement are inactive textual
references only and information contained on or accessed through our website does not constitute part of this Proxy Statement.
Requests for copies of such report should be directed to:
Bridgford Foods Corporation
1707 South Good-Latimer Expressway
Dallas, Texas 75226
Attention: Corporate Secretary
19.
Whom should I contact with other questions?
If you have additional questions about this Proxy Statement or the Annual Meeting, or if you would like additional copies of
this Proxy Statement, please contact:
Bridgford Foods Corporation
1707 South Good-Latimer Expressway
Dallas, Texas 75226
Attention: Corporate Secretary
Phone: (214) 428-1535
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7
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.
Allan L. Bridgford, Sr.
Allan L. Bridgford, Sr. has served on the Board since his reappointment in August 2019, and previously served on the Board from 1952
until October 2011. He was an employee of the Company since 1957, a member of the Executive Committee since 1972, and most
recently served as Vice President and Chairman of the Executive Committee from 2011 until his retirement from employment effective
October 29, 2021. He previously served as Senior Chairman of the Board from March 2006 to October 2011. From March 1995 through
March 2006, Mr. Bridgford served as Chairman of the Board. He is a graduate of Stanford University with a degree in Economics.
Mr. Bridgford is one of the principal owners of Bridgford Industries Incorporated, 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. In
addition to his service on the Board, Mr. Bridgford continues to provide business consulting services to the Company.
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, an international self-storage company and 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 served as Chief Financial Officer from 2003 to October 2022, as Treasurer from 1995 to February 2023, as Vice
President from 2001 to February 2023, and as a member of the Executive Committee from 2001 to October 2022. Mr. Lancy was an
employee of the Company from July 1992 until his retirement in February 2023. Mr. Lancy is a Certified Public Accountant (inactive)
and prior to his employment with the Company 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. The Board believes that Mr. Lancy’s extensive knowledge of the Company’s business and his experience in the areas of
finance and management qualify him to serve as a member of the Board. In addition to his service on the Board, Mr. Lancy continues
to provide business consulting services to the Company.
Keith A. Ross
Since 2005 Keith A. Ross has served as President of KR6, Inc., a commercial real estate consulting firm, and since 2001 has been a
Founder and Principal of Centra Realty Corporation, ranked as one of the most active real estate development companies in Orange
County, California, where he oversees Centra’s land acquisitions, capital raises of both equity and debt, architectural design, engineering,
construction and sales/leasing efforts. 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 was sold to Diageo in London (the world’s
largest spirits company).
8
Mr. Ross began his professional career at the Koll Company, a full-service real estate company, where he worked for over a decade
serving 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 serves as a consultant in the financial services industry. Previously, from March 2014 through January 2020 she was Chief
Financial Officer and Corporate Secretary of California Commerce Club, Inc., a privately held gaming and hospitality company. Prior
to California Commerce Club, from 2007 to 2013 Ms. Schott served as Chief Financial Officer of San Manuel Band of Mission Indians,
a sovereign American Indian tribe, and from 2003 to 2007 she was the 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 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 has served as Vice President since November 2021. He previously served as President from 2006 to November 2021,
as a member of the Executive Committee from 2006 to November 2023, and as Vice President from 2000 until 2006. Mr. Simmons
earned a Bachelor of Arts 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.
Public Company Directorships
None of the directors have been a director of any other public company in the past five years.
Involvement in Certain Legal Proceedings
None of the directors have been involved in any legal events reportable under Item 401(f) or Item 103(c)(2) of Regulation S-K during
the last ten years.
Board Meetings
During fiscal year 2023, the Company’s Board of Directors held ten regularly scheduled monthly meetings. All directors attended at
least 75% of the aggregate number of meetings of the Board of Directors and meetings of committees upon which they served.
Arrangements or Understandings with Directors
9
There are no agreements 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 agreements or arrangements 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.
Controlled Company Status and 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 is therefore
exempted from various NASDAQ Listing Rules pertaining to certain “independence” requirements of its directors, including the
requirement to maintain a majority of independent directors on the Company’s Board of Directors and certain requirements with respect
to the committees of the Board. 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, and Messrs. Bridgford and Simmons who are employees of the Company, Messrs. Bridgford
Sr. and Lancy who are retired executives of the Company, and Mr. Ross, who is a consultant to the Company, are not “independent
directors.”
Board Committees
The Board of Directors maintains three committees, the Compensation Committee, the Audit Committee and the Nominating
Committee.
Compensation Committee
The Compensation Committee currently consists of Messrs. Scott (Chairman) and Andrews and Ms. Schott.
Each of the current members of the Compensation Committee is a non-employee director, 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 Compensation Committee is responsible for establishing and administering the Company’s
compensation arrangements for all executive officers.
The Compensation Committee meets no less frequently than annually (and more frequently as circumstances dictate) to discuss and
determine executive officer and director compensation. The Compensation Committee does not generally retain the services of any
compensation consultants. However, from time to time it utilizes compensation data from companies that the Compensation Committee
deems to be competitive with the Company in connection with its annual review of executive compensation. The Compensation
Committee has the power to form and delegate authority to subcommittees when appropriate, provided that such subcommittees are
composed entirely of directors who would qualify for membership on the Compensation Committee pursuant to applicable NASDAQ
Listing Rules. See “COMPENSATION DISCUSSION AND ANALYSIS” and “Director Compensation” for further discussion
regarding executive officer and director compensation.
The Compensation Committee held one meeting during fiscal year 2023. No additional compensation is typically paid to directors for
participation on the Compensation Committee. The Compensation Committee operates under a written charter, which was adopted on
October 11, 2010, and is attached as Exhibit A to the proxy statement filed for the 2023 annual meeting of shareholders. The charter is
not available on the Company’s website.
Audit Committee
The Audit Committee currently consists of Messrs. Scott (Chairman) and Andrews and Ms. Schott.
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.
The Audit Committee meets periodically with the Company’s independent registered public accountants and reviews the Company’s
accounting policies and internal controls. It also reviews the scope and adequacy of the independent registered public accountants’
examination of the Company’s annual financial statements. In addition, the Audit Committee selects the firm of independent registered
public accountants to be retained by the Company, subject to shareholder approval, pre-approves services rendered by its independent
registered public accountants and pre-approves all related-party transactions.
10
The Audit Committee held seven meetings during fiscal year 2023. Each of the members of the Audit Committee receives $350 to $550
per meeting depending on the length of each meeting attended. In addition, the Audit Committee holds a pre-earnings release conference
with the Company’s independent registered public accountants on a quarterly basis. The Audit Committee operates under an Amended
and Restated Audit Committee Charter, which was approved on October 11, 2021. The charter is available on the Company’s website
at www.bridgford.com under “Governance.”
Nominating Committee
The Board of Directors has decided that the full Board should perform the functions of a Nominating Committee for the Company. It
made that decision because the Board believes that selecting new Board nominees is one of the most important responsibilities the Board
members have to the Company’s shareholders, and for that reason, all of the members of the Board should have the right and
responsibility to participate in the selection process. Because of its status as a “controlled company” within the meaning of Rule
5615(c)(1) of the NASDAQ Listing Rules, the Company is not required to have a Nominating Committee comprised solely of
independent directors. The Nominating Committee does not act pursuant to a written charter.
In its role as Nominating Committee, the full Board 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.
Director Nomination Process
In identifying new Board candidates, the Board will seek recommendations from existing Board members and executive officers. In
addition, the Board will consider any candidates that may have been recommended by any of the Company’s shareholders who have
made those recommendations in accordance with the shareholder nomination procedures described below. The Board, in its capacity as
Nominating Committee, does not evaluate nominees recommended by shareholders differently from its evaluation of other director
nominees. The Board also has the authority to engage an executive search firm and other advisors as it deems appropriate to assist in
identifying qualified candidates for the Board.
Any shareholder desiring to submit a recommendation for consideration by the Board of a candidate that the shareholder believes is
qualified to be a Board nominee at any upcoming shareholders meeting may do so by submitting that recommendation in writing, and
in accordance with the time periods and information requirements set forth in our Bylaws, to the Company’s Corporate Secretary, c/o
Bridgford Foods Corporation, 1707 South Good-Latimer Expressway, Dallas, Texas 75226. No director nominations by shareholders
have been received as of the filing of this Proxy Statement.
In assessing and selecting Board candidates, the Board will consider such factors, among others, as: the candidate’s independence,
experience, knowledge, skills and expertise, as demonstrated by past employment and board experience; the candidate’s reputation for
integrity; and the candidate’s participation in local community and local, state, regional or national charitable organizations. When
selecting a nominee from among candidates considered by the Board, it will conduct background inquiries of and interviews with the
candidates the Board members believe are best qualified to serve as directors. The Board members will consider a number of factors in
making their selection of a nominee from among those candidates, including, among others: whether the candidate has the ability,
willingness and enthusiasm to devote the time and effort required of members of the Board; whether the candidate has any conflicts of
interest or commitments that would interfere with the candidate’s ability to fulfill the responsibilities of directors of the Company,
including membership on Board committees; whether the candidate’s skills and experience would add to the overall competencies of
the Board; and whether the candidate has any special background or experience relevant to the Company’s business. The Board believes
that directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the
long-term interests of the Company’s shareholders. Each director must also be able to dedicate the time and resources sufficient to
ensure the diligent performance of his or her duties.
Board Consideration of Diversity
The Board believes that differences in experience, knowledge, skills and expertise enhance the performance of the Board. Accordingly,
the Board, in its capacity as Nominating Committee, considers such diversity in selecting and evaluating proposed Board nominees.
However, the Board has not implemented a formal policy with respect to the consideration of diversity for the composition of the Board.
Board Diversity Matrix
In accordance with the NASDAQ Listing Rules, the following table reflects our Board diversity matrix as of February 23, 2024:
11
12
Board’s responsibility to oversee the Executive Committee with respect to its risk management function and to ensure that the
Company’s risk management system is well-functioning and consistent with the Company’s overall corporate strategy and financial
goals. In fulfilling that oversight role, the Board focuses on the adequacy of the Company’s overall risk management system. The Board
believes that an effective risk management system will adequately identify the material risks to the Company’s business, monitor the
effectiveness of the risk mitigating policies and procedures, and provide the Executive Committee with input with respect to the risk
management process.
Employee, Director and Officer Hedging
We have not adopted any practice or policy regarding the ability of our employees (including officers) or directors, or any of their
designees, to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds),
or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our
equity securities. The Company’s insider trading policy does not allow insiders to enter into any corresponding or hedging transaction
or position with respect to the Company’s securities.
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 under “Governance” (and designated therein as the Code of Conduct - Governance). 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 Current Report on
Form 8-K filed with the SEC.
Communications with the Board
Shareholders may communicate with the Board or any of the directors by sending written communications addressed to the Board of
Directors generally, or to any director(s), to Bridgford Foods Corporation, 1707 South Good-Latimer Expressway, Dallas, Texas 75226,
Attention: Corporate Secretary. All communications are compiled by the Corporate Secretary and forwarded to the Board or the
individual director(s) accordingly.
Director Attendance at Annual Meetings
The Company does not currently have a specific policy regarding director attendance at annual shareholder meetings. However, directors
are strongly encouraged to attend annual shareholder meetings. All of the directors then serving on the Board of the Company attended
the Company’s 2023 Annual Meeting of Shareholders virtually.
Executive Officers
Members of the Company’s Executive Committee, comprised of the three executive officers named below as of February 23, 2024, act
in the capacity of Chief Executive Officer of the Company. For the fiscal year ended November 3, 2023, the Company’s Executive
Committee consisted of five members and included William L. Bridgford and John V. Simmons in addition to the officers referenced
below. The biographies of William L. Bridgford and John V. Simmons are set forth in the section titled “PROPOSAL 1 - ELECTION
OF DIRECTORS.”
The following three executive officers are elected annually to serve on the Executive Committee at the pleasure of the Board of Directors:
Name
Baron R. H. Bridgford II (1)
Cindy Matthews-Morales
Michael W. Bridgford (1)
Age
41
53
42
Position(s) with our company
President and Chairman of the Executive Committee
Chief Financial Officer and Secretary and Member of the Executive Committee
Chairman of the Board and Member of the Executive Committee
(1) Michael W. Bridgford is the son of William L. Bridgford, our Vice President, is a cousin of Baron R.H. Bridgford II and is
director Allan Bridgford Sr.’s great nephew. Baron R.H. Bridgford II is Allan Bridgford Sr.’s great nephew and a cousin of
Michael W. Bridgford.
Cindy Matthews-Morales
Cindy Matthews-Morales has served as Chief Financial Officer and a member of the Executive Committee since October 2022. Ms.
Matthews-Morales has also served as Secretary since 2006. She previously served as Corporate Controller from 2000 until October
13
2022. Ms. Matthews-Morales has been a full-time employee of the Company since 2000. She earned a Master of Business
Administration with a concentration in Accounting from California State University, Fullerton.
Ms. Matthews-Morales has extensive knowledge in accounting, cash management and financial competency as well as a strong
understanding of Company operations.
Michael W. Bridgford
Michael W. Bridgford has served as Chairman of the Board and a member of the Executive Committee since October 2021. He
previously served as Vice President from March 2015 until November 2021 and as Assistant Secretary from March 2007 until November
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.
Mr. Bridgford 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.
Baron R. H. Bridgford II
Baron R. H. Bridgford II has served as President and a member of the Executive Committee since October 2021. 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 the Company’s 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.
Agreements or Understandings with Officers
There are no agreements or understandings pursuant to which any of the executive officers was or is selected to serve as an executive
officer.
14
PRINCIPAL SHAREHOLDERS AND MANAGEMENT
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 February 2, 2024, 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
Name and Address
of Beneficial Owner(1)
Bridgford Industries Incorporated
1707 South Good-Latimer Expressway
Dallas, TX 75226
Allan L. Bridgford, Sr.
William L. Bridgford
Michael W. Bridgford
Baron R.H. Bridgford II
Raymond F. Lancy
John V. Simmons
Todd C. Andrews
D. Gregory Scott
Keith A. Ross
Mary Schott
Cindy Matthews-Morales
All directors and executive officers as a group
(11 persons)
Sole Voting
and
Investment
Power
Total
Beneficially
Owned(3)
Percentage of
Outstanding
Shares
Beneficially
Owned(3)
7,156,396(2)
155,882
7,461
—
305
242
363
200
4,446
—
—
—
7,156,396
155,882
7,461
—
305
242
363
200
4,446
—
—
—
7,325,295
7,325,295
78.8%
1.7%
*%
—
*
*
*
*
*
—
—
—
80.7%
* 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 directors of BII jointly vote all of the Company’s shares held by BII.
(3) Applicable percentage of ownership as of February 2, 2024 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.
Changes in Control
We are not aware of any arrangements that have resulted, or may at a subsequent date result, in a change in control of the Company.
15
REPORT OF THE AUDIT COMMITTEE
Pursuant to a meeting of the Audit Committee on January 15, 2024, the Audit Committee reports that it has: (i) reviewed and discussed
the Company’s audited financial statements with management; (ii) discussed with the independent registered public accountants the
matters (such as the quality of the Company’s accounting principles and internal controls) required to be discussed by the applicable
requirements of the Public Company Accounting Oversight Board and the Commission; and (iii) received the written disclosures and
the letter from Baker Tilly required by applicable requirements of the Public Company Accounting Oversight Board regarding its
communications with the Audit Committee concerning independence, and has discussed with Baker Tilly its independence. Based on
the review and discussions referred to in items (i) through (iii) above, the Audit Committee recommended to the Board that the audited
financial statements be included in the Company’s 2023 Annual Report.
AUDIT COMMITTEE
D. Gregory Scott, Chairman
Mary Schott
Todd C. Andrews
The foregoing Audit Committee Report shall not be deemed soliciting material, shall not be deemed filed with the SEC and shall not be
incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of
1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such
filing.
COMPENSATION DISCUSSION AND ANALYSIS
Compensation of Executive Officers
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.
For fiscal year 2023, the Executive Committee consisted 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) Cindy Matthews-Morales, Chief Financial Officer and Secretary (Principal Financial Officer)
For fiscal year 2024, the Executive Committee consists of the following three members:
(cid:404) Baron R.H. Bridgford II, President and Chairman of the Executive Committee
(cid:404) Michael W. Bridgford, Chairman of the Board (Principal Executive Officer)
(cid:404) Cindy Matthews-Morales, Chief Financial Officer and Secretary (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 Compensation Committee
currently consists of three members, including of Messrs. Scott (Chairman) and Andrews and Ms. Schott. 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.
16
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:3)(cid:3)
(cid:3)(cid:3)
(cid:3)(cid:3)
(cid:404)(cid:3) Work with management to provide a compensation program that recognizes individual contributions as well as the
Company’s overall business results;
(cid:404)(cid:3) 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)(cid:3) (cid:39)(cid:72)(cid:89)(cid:72)(cid:79)(cid:82)(cid:83)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:85)(cid:72)(cid:87)(cid:68)(cid:76)(cid:81)(cid:3)(cid:68)(cid:3)(cid:79)(cid:72)(cid:68)(cid:71)(cid:72)(cid:85)(cid:86)(cid:75)(cid:76)(cid:83)(cid:3)(cid:87)(cid:72)(cid:68)(cid:80)(cid:3)(cid:87)(cid:75)(cid:68)(cid:87)(cid:3)(cid:76)(cid:86)(cid:3)(cid:70)(cid:68)(cid:83)(cid:68)(cid:69)(cid:79)(cid:72)(cid:3)(cid:82)(cid:73)(cid:3)(cid:86)(cid:88)(cid:70)(cid:70)(cid:72)(cid:86)(cid:86)(cid:73)(cid:88)(cid:79)(cid:79)(cid:92)(cid:3)(cid:82)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:74)(cid:85)(cid:82)(cid:90)(cid:76)(cid:81)(cid:74)(cid:3)(cid:68)(cid:81)(cid:3)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 2023. The primary responsibilities of the Compensation Committee include, without
limitation, the following:
(cid:3)(cid:3)
(cid:3)(cid:3)
(cid:3)(cid:3)
(cid:3)(cid:3)
(cid:3)(cid:3)
(cid:3)(cid:3)
(cid:404)(cid:3) (cid:39)(cid:72)(cid:87)(cid:72)(cid:85)(cid:80)(cid:76)(cid:81)(cid:72)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:72)(cid:81)(cid:86)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:80)(cid:72)(cid:80)(cid:69)(cid:72)(cid:85)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:38)(cid:82)(cid:80)(cid:80)(cid:76)(cid:87)(cid:87)(cid:72)(cid:72)(cid:15)(cid:3)(cid:68)(cid:73)(cid:87)(cid:72)(cid:85)(cid:3)(cid:87)(cid:68)(cid:78)(cid:76)(cid:81)(cid:74)(cid:3)(cid:76)(cid:81)(cid:87)(cid:82)(cid:3)(cid:68)(cid:70)(cid:70)(cid:82)(cid:88)(cid:81)(cid:87)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:37)(cid:82)(cid:68)(cid:85)(cid:71)(cid:182)(cid:86)(cid:3)(cid:68)(cid:86)(cid:86)(cid:72)(cid:86)(cid:86)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3)
of the performance of the Executive Committee, as well as any other executive officers of the Company.
(cid:404) (cid:39)(cid:72)(cid:87)(cid:72)(cid:85)(cid:80)(cid:76)(cid:81)(cid:72)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:72)(cid:81)(cid:86)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:38)(cid:75)(cid:68)(cid:76)(cid:85)(cid:80)(cid:68)(cid:81)(cid:3)(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:37)(cid:82)(cid:68)(cid:85)(cid:71)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:71)(cid:76)(cid:85)(cid:72)(cid:70)(cid:87)(cid:82)(cid:85)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:17)
(cid:404)(cid:3) Assess the performance of the executive officers of the Company other than the members of the Executive Committee
(cid:11)(cid:90)(cid:75)(cid:82)(cid:86)(cid:72)(cid:3)(cid:83)(cid:72)(cid:85)(cid:73)(cid:82)(cid:85)(cid:80)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3)(cid:76)(cid:86)(cid:3)(cid:68)(cid:86)(cid:86)(cid:72)(cid:86)(cid:86)(cid:72)(cid:71)(cid:3)(cid:69)(cid:92)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:37)(cid:82)(cid:68)(cid:85)(cid:71)(cid:12)(cid:17)
(cid:404) Review and make (cid:85)(cid:72)(cid:70)(cid:82)(cid:80)(cid:80)(cid:72)(cid:81)(cid:71)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3)(cid:87)(cid:82)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:37)(cid:82)(cid:68)(cid:85)(cid:71)(cid:3)(cid:85)(cid:72)(cid:74)(cid:68)(cid:85)(cid:71)(cid:76)(cid:81)(cid:74)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:182)(cid:86)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:72)(cid:81)(cid:86)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:83)(cid:82)(cid:79)(cid:76)(cid:70)(cid:76)(cid:72)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:83)(cid:75)(cid:76)(cid:79)(cid:82)(cid:86)(cid:82)(cid:83)(cid:75)(cid:92)(cid:17)
(cid:404)(cid:3) (cid:53)(cid:72)(cid:89)(cid:76)(cid:72)(cid:90)(cid:3) (cid:68)(cid:81)(cid:71)(cid:3) (cid:80)(cid:68)(cid:78)(cid:72)(cid:3) (cid:85)(cid:72)(cid:70)(cid:82)(cid:80)(cid:80)(cid:72)(cid:81)(cid:71)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3) (cid:87)(cid:82)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:37)(cid:82)(cid:68)(cid:85)(cid:71)(cid:3) (cid:90)(cid:76)(cid:87)(cid:75)(cid:3) (cid:85)(cid:72)(cid:86)(cid:83)(cid:72)(cid:70)(cid:87)(cid:3) (cid:87)(cid:82)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:72)(cid:80)(cid:83)(cid:79)(cid:82)(cid:92)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3) (cid:68)(cid:74)(cid:85)(cid:72)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:86)(cid:15)(cid:3) (cid:86)(cid:72)(cid:89)(cid:72)(cid:85)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3) (cid:68)(cid:74)(cid:85)(cid:72)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:86)(cid:15)(cid:3)
change of control agreements and other similar agreements between the Company and its executive officers.
(cid:404)(cid:3) Administer the Company’s equity incentive plans, including the review and grant of stock option and other equity incentive
grants.
(cid:404)(cid:3) (cid:53)(cid:72)(cid:89)(cid:76)(cid:72)(cid:90)(cid:3) (cid:68)(cid:81)(cid:71)(cid:3) (cid:71)(cid:76)(cid:86)(cid:70)(cid:88)(cid:86)(cid:86)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:38)(cid:82)(cid:80)(cid:83)(cid:72)(cid:81)(cid:86)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3) (cid:39)(cid:76)(cid:86)(cid:70)(cid:88)(cid:86)(cid:86)(cid:76)(cid:82)(cid:81)(cid:3) (cid:68)(cid:81)(cid:71)(cid:3) (cid:36)(cid:81)(cid:68)(cid:79)(cid:92)(cid:86)(cid:76)(cid:86)(cid:15)(cid:3) (cid:82)(cid:85)(cid:3) (cid:38)(cid:39)(cid:9)(cid:36)(cid:15)(cid:3) (cid:86)(cid:72)(cid:70)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3) (cid:82)(cid:73)(cid:3) (cid:87)(cid:75)(cid:72)(cid:3) (cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:182)(cid:86)(cid:3) (cid:68)(cid:81)(cid:81)(cid:88)(cid:68)(cid:79)(cid:3) (cid:83)(cid:85)(cid:82)(cid:91)(cid:92)(cid:3)
(cid:86)(cid:87)(cid:68)(cid:87)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3)(cid:90)(cid:76)(cid:87)(cid:75)(cid:3)(cid:80)(cid:68)(cid:81)(cid:68)(cid:74)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:85)(cid:72)(cid:70)(cid:82)(cid:80)(cid:80)(cid:72)(cid:81)(cid:71)(cid:3)(cid:87)(cid:82)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:37)(cid:82)(cid:68)(cid:85)(cid:71)(cid:3)(cid:87)(cid:75)(cid:68)(cid:87)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:38)(cid:39)(cid:9)(cid:36)(cid:3)(cid:69)(cid:72)(cid:3)(cid:76)(cid:81)(cid:70)(cid:79)(cid:88)(cid:71)(cid:72)(cid:71)(cid:3)(cid:76)(cid:81)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:182)(cid:86)(cid:3)(cid:83)(cid:85)(cid:82)(cid:91)(cid:92)(cid:3)(cid:86)(cid:87)(cid:68)(cid:87)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3)
as required.
(cid:404) Produce an annual report on executive compensation for inclusion in the Company’s proxy statement.
(cid:404)(cid:3) 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) (cid:36)(cid:86)(cid:86)(cid:76)(cid:86)(cid:87)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:37)(cid:82)(cid:68)(cid:85)(cid:71)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:80)(cid:68)(cid:81)(cid:68)(cid:74)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3)(cid:76)(cid:81)(cid:3)(cid:71)(cid:72)(cid:89)(cid:72)(cid:79)(cid:82)(cid:83)(cid:76)(cid:81)(cid:74)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:72)(cid:89)(cid:68)(cid:79)(cid:88)(cid:68)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)(cid:83)(cid:82)(cid:87)(cid:72)(cid:81)(cid:87)(cid:76)(cid:68)(cid:79)(cid:3)(cid:70)(cid:68)(cid:81)(cid:71)(cid:76)(cid:71)(cid:68)(cid:87)(cid:72)(cid:86)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:72)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:82)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:3)(cid:83)(cid:82)(cid:86)(cid:76)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:17)
(cid:404) (cid:36)(cid:71)(cid:89)(cid:76)(cid:86)(cid:72)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:37)(cid:82)(cid:68)(cid:85)(cid:71)(cid:3)(cid:76)(cid:81)(cid:3)(cid:76)(cid:87)(cid:86)(cid:3)(cid:86)(cid:88)(cid:70)(cid:70)(cid:72)(cid:86)(cid:86)(cid:76)(cid:82)(cid:81)-planning initiatives for the Company’s executive officers and other senior officers.
Role of Management in the Compensation Determination Process
(cid:55)(cid:75)(cid:72)(cid:3)(cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:182)(cid:86)(cid:3)(cid:86)(cid:72)(cid:81)(cid:76)(cid:82)(cid:85)(cid:3)(cid:80)(cid:68)(cid:81)(cid:68)(cid:74)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3)(cid:87)(cid:72)(cid:68)(cid:80)(cid:15)(cid:3)(cid:83)(cid:68)(cid:85)(cid:87)(cid:76)(cid:70)(cid:88)(cid:79)(cid:68)(cid:85)(cid:79)(cid:92)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:38)(cid:75)(cid:68)(cid:76)(cid:85)(cid:80)(cid:68)(cid:81)(cid:3)(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:37)(cid:82)(cid:68)(cid:85)(cid:71)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:38)(cid:75)(cid:68)(cid:76)(cid:85)(cid:80)(cid:68)(cid:81)(cid:3)(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:38)(cid:82)(cid:80)(cid:80)(cid:76)(cid:87)(cid:87)(cid:72)(cid:72)(cid:15)(cid:3)(cid:86)(cid:88)(cid:83)(cid:83)(cid:82)(cid:85)(cid:87)(cid:3)
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
(cid:72)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:82)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:86)(cid:3)(cid:11)(cid:82)(cid:87)(cid:75)(cid:72)(cid:85)(cid:3)(cid:87)(cid:75)(cid:68)(cid:81)(cid:3)(cid:90)(cid:76)(cid:87)(cid:75)(cid:3)(cid:85)(cid:72)(cid:86)(cid:83)(cid:72)(cid:70)(cid:87)(cid:3)(cid:87)(cid:82)(cid:3)(cid:87)(cid:75)(cid:72)(cid:76)(cid:85)(cid:3)(cid:82)(cid:90)(cid:81)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:72)(cid:81)(cid:86)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:12)(cid:17)(cid:3)
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.
17
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.
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 2024, the Compensation Committee set a base salary of $6,180 per week for each Executive Committee member, reduced
on a pro-rata basis for any member working less than a full-time schedule. For fiscal year 2023, the Compensation Committee set a base
salary of $6,000 per week for each Executive Committee member, reduced on a pro-rata basis for any member working less than a full-
time schedule.
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 November 3, 2023, 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. No stock options remain outstanding and no additional stock options or restricted stock
may be granted thereunder.
18
Pension and Retirement Benefits
Retirement Plan for Administrative and Sales Employees of Bridgford Foods Corporation. The Company has a defined benefit plan, or
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. Benefits provided under this plan for William L. Bridgford 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.
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
was $9,000 and $3,000 during fiscal year 2023 and 2022, respectively, 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 and Consulting 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 provides 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. Additionally, upon the retirement of Raymond F. Lancy on February 1, 2023, the Company entered into a consulting
19
20
21
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 November 3, 2023:
Name
William L. Bridgford
John V. Simmons
Michael Bridgford
Baron R. H. Bridgford II
Cindy Matthews-Morales
Number of Years
Credited Service
Present Value
of Accumulated
Benefit (1)
Payments During
Fiscal Year
50 $
44 $
21 $
18 $
23 $
610,240 $
524,135 $
10,733 $
- $
43,378 $
-
-
-
-
-
(1) The assumed discount rate used was 5.96% to compute the present value of the accumulated benefit. The Pri-2012 Total Dataset
Mortality Table with MP- 2021 Scaling was used and an expected return on assets of 7.00% was assumed.
For the Fiscal Year ended October 28, 2022:
Name
William L. Bridgford
John V. Simmons
Number of Years
Credited Service
Present Value
of Accumulated
Benefit (1)
Payments During
Fiscal Year
49 $
43 $
657,686 $
565,012 $
-
-
(1) The assumed discount rate used was 5.44% to compute the present value of the accumulated benefit. The Pri-2012 Total Dataset
Mortality Table with MP- 2021 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.
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 November 3, 2023:
Name
Present Value of
Payments
During
22
William L. Bridgford
John V. Simmons
(1) A 5.96% discount rate was used to compute the present values.
For the Fiscal Year ended October 28, 2022:
Name
William L. Bridgford
John V. Simmons
(1) A 5.44% discount rate was used to compute the present values.
Accumulated
Benefit (1)
Last Fiscal
Year
$
$
2,009,854 $
_ $
_
_
Present Value of
Accumulated
Benefit (1)
Payments
During
Last Fiscal
Year
$
$
2,074,456 $
_ $
_
_
The following table estimates the present value of SERP benefits under different employment termination scenarios as of November 3,
2023:
Present
Value of
Benefit Upon
Voluntary
Termination
of
Employment
(1)
Present
Value of
Benefit if
Disabled (1)
Present
Value of
Benefit Upon
Death(1)
$
$
2,009,854 $
_ $
2,009,854 $
_ $
2,009,854 $
_ $
Present
Value of
Benefit Upon
Involuntary
Termination
of
Employment
due to
Sale/Merger/
Acquisition (1)
2,009,854
_
Name
William L. Bridgford (2)
John V. Simmons
(1)
In each scenario above, the benefit amount shown is calculated on November 3, 2023. A 5.96% 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 are paid in the form of a monthly annuity. The actual payment amount for William L.
Bridgford would be determined using a discount rate similar to the rate required for qualified plans. The rate assumed for these
estimates is 5.96%.
The following table estimates future SERP payments under different termination scenarios as of November 3, 2023:
Payment Upon
Voluntary
Termination
of Employment
$16,666.67 per month
for 180 months
beginning on 11/03/23
—
Payment if
Disabled (1)
$16,666.67 per month
for 180 months
commencing after
disability
—
Death Benefit
from Plan (2)
Involuntary
Termination of
Employment Due
to Sale/Merger/
Acquisition
$16,666.67 per month for
180 months beginning
just after death
—
Lump Sum payment due
at termination of
$2,009,854
—
Name
William L. Bridgford
John V. Simmons
23
(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 November 3, 2023. The discount rate used to calculate the lump sum amount is 5.96%.
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
November 3, 2023.
Name
William L. Bridgford
John V. Simmons
Executive
Contributions
in
Company
Contributions
in
Fiscal Year
— $
— $
Fiscal Year
— $
— $
$
$
Aggregate
Earnings
in
Fiscal
Year
— $
— $
Aggregate
Withdrawals/
Distributions
— $
— $
Aggregate
Balance at
Fiscal
Year
End
—
—
The table below provides information concerning deferred compensation plan benefits for each NEO during the fiscal year ended
October 28, 2022.
Executive
Contributions
in
Company
Contributions
in
Name
William L. Bridgford
John V. Simmons
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 November 3, 2023:
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
William L. Bridgford
John V. Simmons
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.
24
Pay Versus Performance Disclosure
Pursuant to Item 402(v) of Regulation S-K of the Exchange Act, the following table sets forth information about the relationship
between the compensation actually paid to our principal executive officer, or PEO, and non-PEO named executive officers, or Non-PEO
NEOs, and certain performance metrics of the Company. For further information regarding executive compensation for our named
executive officers, refer to “COMPENSATION DISCUSSION AND ANALYSIS - Compensation Of Executive Officers.”
Summary
Compensation
Table Total for
PEO(1)
$496,951
$470,042
Year
2023
2022
Compensation
Actually Paid to
PEO(1)(2)
$496,951
$470,042
Average
Summary
Compensation
Table Total for
Non-PEO
NEOs(3)
$507,796
$447,520
Average
Compensation
Actually Paid to
Non-PEO
NEOs(2)(3)
$496,951
$447,520
Value of Initial
Fixed $100
Investment
Based on Total
Shareholder
Return(4)
$ 89.51
$106.05
Net Income(5)
$ 3,474,000
$45,066,000
(1)(cid:3)
(2)(cid:3)
(3)(cid:3)
(4)(cid:3)
(5)(cid:3)
Michael W. Bridgford, our Chairman of the Board, was our PEO for fiscal years 2022 and 2023.
The dollar amounts reflected in this column represent the compensation actually paid to the PEO and the non-PEO NEOs,
respectively, computed in accordance with Item 402(v) of Regulation S-K. There were no adjustments made to compensation
actually paid on account of equity awards since no such awards were made or remain outstanding as of the fiscal years covered.
However, a reduction to a Non-PEO NEO’s compensation actually paid in the amount of $43,378 was made for fiscal year
2023 to reflect the aggregate positive change in the present value of the non-qualified deferred compensation plan and pension
and retirement benefits for such individual reflected in the Summary Compensation Table.
The Non-PEO NEOs for each year reported were as follows:
(cid:120)(cid:3)
(cid:120)(cid:3)
2023: William L. Bridgford, John V. Simmons, Baron R. Bridgford II and Cindy Matthews-Morales.
2022: William L. Bridgford, John V. Simmons, Raymond F. Lancy and Baron R. Bridgford II.
The total shareholder return, or TSR, is determined based on the value of an initial fixed investment of $100 on October 29,
2021, the last day of fiscal year 2021, through the last day of each fiscal year in the table.
The Net Income for fiscal years 2022 and 2023 as reported in our 2023 Annual Report on Form 10-K for the fiscal year
ended November 3, 2023.
Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return
As shown in the graph below, the compensation actually paid to our PEO, Michael W. Bridgford, and the average amount of
compensation actually paid to our Non-PEO NEOs during the covered fiscal years are directly correlated with each other since the PEO
and each of the Non-PEO NEOs are members of the Executive Committee, which Committee acts in the capacity of the Chief Executive
Officer of the Company. Each member of the Executive Committee receives the same base salary and discretionary cash bonus (if any),
reduced on a pro-rata basis for any member working less than a full-time schedule (as was the case for Raymond F. Lancy during fiscal
year 2022). While we utilize several performance measures to align executive compensation with the Company’s performance, they
tend not to be directly tied to TSR. For example, part of the compensation our PEO and Non-PEO NEOs are eligible to receive consists
of annual discretionary performance-based cash bonuses, which are designed to incentivize our executives to achieve positive Company
financial results among other things and reward them for achievement of these results.
The graph below compares the compensation actually paid to our PEO, the average of the compensation actually paid to our Non-
PEO NEOs, and the cumulative TSR. The TSR amounts in the graph assume that $100 was invested on October 29, 2021, and that all
distributions or dividends, if any, were reinvested on a quarterly basis.
(cid:3)
25
Relationship Between Compensation Actually Paid and Net Income
The graph below compares the compensation actually paid to our PEO and the average of the compensation actually paid to our
Non-PEO NEOs with our net income as reported in our Annual Report on Form 10-K for the fiscal year ended November 3, 2023.
(cid:3)
Director Compensation
The following table summarizes the total compensation paid and accrued by the Company to directors who were not employees during
fiscal year 2023, other than Raymond F. Lancy who retired from employment with the Company effective February 1, 2023. Directors
who were employees did not receive any additional compensation for their services as directors while they were also employees of the
Company.
26
Name
Todd C. Andrews
Keith A. Ross
D. Gregory Scott
Mary Schott
Allan L. Bridgford, Sr.
Raymond F. Lancy
Fees
Earned
or Paid
in
Cash
Stock
Awards
Option
Awards
Non-Equity
Incentive Plan
Compensation
Non-Qualified
Deferred
Compensation
Earnings
$ 28,450 $
$ 25,800
$ 22,940 $
$ 28,450 $
— $
$
$ 20,640(2) $
— $
—
— $
— $
— $
— $
— $
—
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
All Other
Compensation Total
— $ 28,450
—
$ 25,800
— $ 22,940
— $ 28,450
250,000 (1) $ 250,000
96,774 (3) $ 117,414
— $
— $
— $
— $
— $
— $
(1) Allan L. Bridgford, Sr. did not receive any fees for his services as a director. Rather, Mr. Bridgford, Sr.’s compensation consisted
solely of $250,000 paid pursuant to his consulting agreement for consulting services rendered to the Company in fiscal year 2023.
See “CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS” for further details.
(2) The amount consists of fees for Mr. Lancy’s services as a director following his retirement from employment effective February 1,
2023.
(3) The amount consists of (x) a pro-rated base salary ($57,600), bonus ($23,211) and matching contribution by the Company to the
Bridgford Foods Retirement Savings 401(k) plan ($13,600) paid to Mr. Lancy for fiscal year 2023 prior to his retirement from
employment with the Company effective February 1, 2023, as well as (y) $2,363 paid to Mr. Lancy pursuant to his consulting
agreement for services rendered to the Company in fiscal year 2023 after his retirement from employment.
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, other than Allan L.
Bridgford, Sr., was paid $2,580 for each of the Board meetings attended during fiscal year 2023. Members of the Audit Committee were
paid $350 to $550 for each Audit Committee meeting attended in fiscal year 2023 depending on the length of the meeting. Directors
were not paid any additional compensation for their service on the Nominating Committee or the Compensation Committee in fiscal
year 2023.
DELINQUENT SECTION 16(A) REPORTS
Section 16(a) of the Exchange Act requires our directors, executive officers and shareholders who own more than ten percent of any
registered class of our equity securities registered pursuant to Section 12 of the Exchange Act, or Reporting Persons, to file with reports
of ownership and reports of changes in ownership of securities with the SEC. Based solely on our review of the reports that have been
filed by or on behalf of such Reporting Persons in this regard, and the representations made by our directors and executive officers to
us, we believe that there has been compliance with all Section 16(a) filing requirements applicable to such Reporting Persons with
respect to the fiscal year ended November 3, 2023, except for a late Form 3 filing for Cindy Matthews-Morales and late Form 4 filings
for Richard E. Bridgford (two reports and two purchase transactions, also missing Form 3), Brian E. Bridgford (two reports and five
purchase transactions, also missing Form 3), Baron R. Bridgford II (one report and three purchase transactions), Allan L. Bridgford Jr.
(one report and seven purchase transactions), Baron Bridgford (one report and five purchase transactions, also missing Form 3), Travis
Robbins (one report and two purchase transactions, also missing Form 3), D. Gregory Scott (one report and two purchase transactions),
Juan Luis Silva (one report and two purchase transactions, also missing Form 3) and Christopher W. Cole (one report and one purchase
transaction, also missing Form 3).
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS
Related Transactions
The Company’s general legal counsel is Richard K. Bridgford, the son of director Allan L. Bridgford, Sr. For his legal counsel, he
currently is paid a fee of $2,580 for each Board of Directors meeting attended. Total fees paid for attending Board of Directors meetings
were $25,800 in fiscal year 2023 and $28,180 in fiscal year 2022. 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 2023 and
2022 were approximately $88,000 and $87,000, respectively.
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To illustrate: Shareholder's equity per share on 11/3/2017 was $6.17 and five years later it has risen to $13.92 (fiscal year ended
11/3/2022). That represents a 125% increase in shareholder's equity during that five-year timeframe, with the company producing
approximately $7.75 of retained earnings.
The issue? Not one penny of those earnings has translated into shareholder value via share appreciation. In fact, the share price has
actually fallen 13.40% from $12.80 per share in November of 2017 to a closing price of $11.09 as of January 12, 2024. These facts are
difficult to face in comparison to the S&P 500 index which rose 83% during the same timeframe.
The proposal is in effect, a safeguard from preventing this unfortunate narrative from perpetuating itself. It is by far, the best single
option for all shareholders. It will ensure shareholder value is enhanced in a punctual manner.
Board of Directors’ Statement in Opposition to Proposal 3 (Shareholder Proposal)
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “AGAINST” THIS PROPOSAL.
The Board of Directors remains committed to enhancing shareholder value and achieving a fair return for our shareholders through
developing, producing, selling and distributing superior quality food products that provide a consistent value to our customers. Members
of the Bridgford family own or control more than 80% of our outstanding common stock, and many members of the extended Bridgford
family hold key management positions in the Company. While the Board regularly considers the return of capital to its shareholders
through a cash dividend and through repurchases of its outstanding shares of common stock, the Board and management are currently
dedicated to generating shareholder value by reinvesting in growth in the Company’s business, striving to maintain a competitive edge
through forward thinking, and minimizing debt, rather than through distributing dividends or repurchasing outstanding shares. The
Bridgford family is the largest shareholder group of the Company and would stand to benefit the most from a dividend declaration. By
reinvesting in the Company, the Board, management and the Bridgford family are demonstrating their commitment to long-term growth
and a strategic mindset to poise the Company for sustained success.
Reinvestment in Growth — During fiscal year 2023, we spent $2.6 million on property, plant, and equipment to fund the acquisition of
equipment, upgrade facilities to maintain operating efficiency and invest in cost-effective technologies to lower costs and support future
growth. We have invested over $66.0 million in infrastructure since fiscal year 2017 to develop a state-of-the-art production and
warehousing facility in Chicago, Illinois in support of these strategic objectives. We funded these investments with our operating income
and the proceeds from the sale of the Green Street property in Chicago in June 2022 for $60.0 million, and paid off $37.0 million in debt
using these sales proceeds, efforts that not only improved our liquidity position and balance sheet, but also positioned us to achieve
meaningful growth. The development of this production and warehousing facility, for example, increased our operating capacity and
laid the groundwork to achieve $251.6 million in sales during fiscal year 2023, the second highest amount of annual sales in the
Company’s history. A mandatory dividend or share repurchase requirement may handicap us from pursuing our strategic objectives
and executing our growth strategy.
Stock Repurchase Plan Consideration — Since 1999, we have had a stock repurchase program, one of the primary objectives of which
has been to distribute cash to shareholders. As of the end of fiscal year 2023, we had cumulatively repurchased 1,879,887 shares of
common stock under the stock repurchase program for an aggregate purchase price of $20.6 million. The current program authorizes
the repurchase of up to an additional 120,113 shares of common stock at a purchase price not to exceed $10.00 per share with an
aggregate expenditure of up to $1,201,130. During fiscal year 2023, we did not repurchase any shares of our common stock pursuant
to our stock repurchase program. However, the Board regularly evaluates whether we should use our cash flow to repurchase shares
along with the consideration of dividends described below.
Dividend Consideration — Under California law, the declaration and payment of dividends is within the discretion of the Board, whose
members are elected by the shareholders to exercise sound business judgment in deciding such matters. The Board has fiduciary
responsibilities and must evaluate various factors to help determine when, whether and in what amounts dividends should be declared,
compared to other business priorities. The decision should seek to balance anticipated future capital needs of the business to allow for
financial flexibility and investment opportunities with the most effective means to enhance shareholder value given the current business
environment. In historical periods, the Company has experienced significant volatility in commodity costs, which materially impact
input costs specific to our products and business, and we must have sufficient capital resources to respond to sudden changes in
commodity costs in future periods. Other factors we must prepare for and ensure we have the liquidity to address include volatile
business cycles affecting customer demand, pressure from potential competitors, and our need to invest in marketing, technical
innovation, capital expansion, and key personnel, to support our scaling business. The Company has not paid dividends on its common
stock since 2013. Rather, the Company has returned value to its shareholders by increasing retained earnings for reinvestment in
discovering new and innovative products, personnel, marketing and distribution channel opportunities.
Mr. Krieger’s proposal would impede the Board’s capability to analyze all the relevant factors properly. The proposal could adversely
impact the Company’s long-term competitiveness, financial stability and return on shareholder investment. The Board has determined
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that, at present, it is in the best interests of the Company and the shareholders to continue to use our cash flow to reinvest in growth.
The Board continues, however, to actively review how we deploy our available cash, including the possibility of paying cash dividends
in the future and/or returning capital to the shareholders through repurchases of shares of our common stock. The Board’s current
approach to actively evaluate the appropriate use of capital from time to time rather than have a set distribution policy is consistent with
its long-standing historical practice.
For the above reasons, the Board does not believe that establishing a formulaic requirement to pay dividends or to make share
repurchases is appropriate and that our shareholders’ interests are best served when the Board retains the flexibility to select the
appropriate use of capital based on the needs of the Company at any given time.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “AGAINST” MR. KRIEGER’S PROPOSAL.
PROXIES RECEIVED IN RESPONSE TO THIS SOLICITATION WILL BE VOTED “AGAINST” THE PROPOSAL
UNLESS OTHERWISE SPECIFIED IN THE PROXY.
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D I R E C T O R S
Todd C. Andrews
Former Vice President
and Controller,
Public Storage, Inc.
Allan L. Bridgford
Consultant
William L. Bridgford(cid:1)
Vice President
Raymond F. Lancy
Former Chief Financial Officer
Keith A. Ross
President,
KR6, Inc.
Mary Schott
Consultant,
Financial Services
D. Gregory Scott
Managing Director,
Peak Holdings, LLC
John V. Simmons
Vice President
O F F I C E R S
D I V I S I O N M A N A G E R S
Baron R.H. Bridgford II
President and Chairman
of the Executive Committee
Baron R. H. Bridgford
President,
Bridgford Foods of Illinois
Michael W. Bridgford
Chairman of the Board
William L. Bridgford(cid:1)
Vice President
Chris Cole
Senior Vice President
Bob Delong
Vice President,
Information Technologies
Cindy Matthews–Morales
Chief Financial Officer,
Corporate Secretary,
and Controller
John V. Simmons(cid:1)
Vice President
Blaine K. Bridgford
President,
Dallas - Superior Foods Division
Monty Griffith
Vice President,
Bridgford Foods of
North Carolina
Jeffrey D. Robinson
Bakery Co-Manager,
Anaheim - Bread Division
Nick Bridgford
Bakery Co-Manager,
Anaheim - Bread Division
B r i d g f o r d F o o d s C o r p o r a t i o n
1707 S. Good Latimer Expressway
Dallas, Texas 75226
Phone (214) 428-1535
www.bridgford.com
M a j o r O p e r a t i n g F a c i l i t i e s
Anaheim, California
Chicago, Illinois
Dallas, Texas
Statesville, North Carolina
T r a n s f e r A g e n t a n d R e g i s t r a r
C o n t i n e n t a l S t o c k T r a n s f e r
& T r u s t C o m p a n y
1 State Street, 30th Floor
New York, NY 10004
1-800-509-5586
I n d e p e n d e n t A c c o u n t a n t s
Baker Tilly US, LLP
Irvine, California
©2024 Bridgford Foods Corp. YW 048-1315