Item 1A. Risk Factors 8
Item 1B. Unresolved Staff Comments 10
Item 2. Properties 10
Item 3. Legal Proceedings 10
Item 4. Mine Safety Disclosures 10
Item 6. [Reserved] 11
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 18
Item 8. Consolidated Financial Statements and Supplementary Data 18
Item 9A. Controls and Procedures 19
Item 9B. Other Information 20
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 20
PART III 21
Item 10. Directors, Executive Officers and Corporate Governance 21
Item 11. Executive Compensation 24
Item 14. Principal Accountant Fees and Services 34
Item 15. Exhibits and Financial Statement Schedules 36
SIGNATURES 37
PART
I
Item
1. Business (dollars in thousands)
This
Annual Report on Form 10-K (this “Report”) contains certain forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and Bridgford Foods Corporation
intends that such forward-looking statements be subject to the safe harbors created thereby. Readers are cautioned that such statements,
which may be identified by words including “anticipates,” “believes,” “intends,” “estimates,”
“expects,” and similar expressions, are only predictions or estimations and are subject to known and unknown risks and uncertainties.
These forward-looking statements include, but are not limited to, statements regarding the following: general economic and business conditions;
the impact of competitive products and pricing; success of operating initiatives; development and operating costs; advertising and promotional
efforts; adverse publicity; acceptance of new product offerings; consumer trial and frequency; changes in business strategy or development
plans; availability, terms and deployment of capital; availability of qualified personnel; commodity, labor, and employee benefit costs;
supply chain constraints and resulting cost pressures, changes in, or failure to comply with, government regulations; weather conditions;
construction schedules; relationships with customers and suppliers; statements regarding the anticipated impact of the COVID-19 pandemic;
and other factors referenced in this Report.
The
forward-looking statements included herein are based on current expectations that involve a number of risks and uncertainties. These
forward-looking statements are based on assumptions regarding our business, which involve judgments with respect to, among other things,
future economic and competitive conditions, and future business decisions, all of which are difficult or impossible to predict accurately
and many of which are beyond our control. Although we believe that the assumptions underlying the forward-looking statements are reasonable,
actual results may differ materially from those set forth in the forward-looking statements. In light of the significant uncertainties
inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as representation
by us or any other person that the objectives or plans of our company will be achieved. The forward-looking statements contained herein
speak as of the date of this Report and we undertake no obligation to update such statements after the date hereof.
COVID-19
We
are monitoring and responding to the evolving nature of state and local government actions related to the COVID-19 pandemic and its impact
on each of our production plant locations as well as our customer base. We coordinate with our local managers for the primary purpose
of maintaining the health and safety of our team members, ensuring our ability to operate our processing facilities, and maintaining
the liquidity of our business. We continue to experience multiple challenges related to the pandemic. These challenges may continue to
increase our operating costs and negatively impact our sales volumes.
Operationally,
we have faced temporary idling of production facilities to ensure team member safety. As a result, we have experienced lower levels of
productivity and higher costs of production. This will likely continue at least for the short term until the effects of the pandemic
diminish. Both of our business segments have experienced a shift in demand from foodservice to retail. During the second, third and fourth
quarters of fiscal year 2021, the Frozen Food Products segment has seen a lessening of pandemic related restrictions on food service
venues. In our Frozen Food Products segment, the recent sales volume increases in foodservice have not been sufficient to offset
the losses in retail and as a result, we experienced decreased unit sales volume during fiscal 2021 in this segment. However,
we were able to implement price increases on our products to cover higher input costs. Our Snack Food Products segment has experienced
significant sales volume increases and commodity cost increases caused in part by supply and demand constraints related to reopening
the economy from pandemic restrictions. The cost of significant meat commodities increased approximately $12,692 and the cost of purchased
flour increased approximately $445 during fiscal year 2021 compared to fiscal year 2020.
●
Team Members – The health and safety of our team members is our top priority. To protect our team members, we have implemented
safety measures recommended by the Centers for Disease Control and Prevention (“CDC”) and the Occupational Safety and Health
Administration (“OSHA”) in our facilities and have implemented social distancing, temperature checks of team members, increased
efforts to deep clean and sanitize facilities, the use of protective face coverings in certain environments, and making protective face
coverings and other protective equipment available to team members. We encourage team members who feel sick to stay at home and provide
relaxed attendance policies in some instances. We continue to explore and implement additional ways to promote social distancing in our
production facilities by creating additional breakroom space and allowing extra time between shifts to reduce interaction of team members,
as well as erecting dividers between workstations or increasing the space between workers on the production floor.
●
Customers and Production – The most significant impact from business shutdowns relates to channel shifts and lower production in
our Frozen Food Products segment. We are committed to doing our best to ensure the continuity of our business and the availability of
our products to customers. During the last three quarters of fiscal 2021, we have started to see a shift in demand from our retail to
our foodservice sales channels as schools and in-dining restaurants begin to reopen across the country. Our production capabilities,
including our large scale and geographic proximities, allow us to adapt some of our facilities to the changing demand by shifting certain
amounts of production from retail to foodservice. In addition, our production facilities were experiencing varying levels of production
impacts, including reduced volumes, worker absenteeism and temporary COVID-19-related closures at some of our production facilities and
may continue to experience these impacts.
●
Supply Chain – Our supply chain has stayed largely intact. Although we have experienced some minor disruptions, these events have
not significantly impacted our production to date. We have experienced volatility in commodity inputs, in part due to impacts caused
by COVID-19 related business disruptions, and we expect this volatility to continue, which may impact our future input costs. Commodity
costs increased approximately $13,137 during fiscal year 2021 compared to fiscal year 2020.
●
Insurance and CARES Act – Although we maintain insurance policies for various risks, we believe most COVID-19 impacts will not
be covered by these policies. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”)
was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, includes provisions relating to refundable payroll
tax credits, deferral of the employer portion of social security payments, and expanded income tax net operating loss carryback provisions.
While we continue to examine the potential impacts of these actions, we anticipate new regulations related to federal income tax will
have a significant impact on our financial statements and cash flow. Late in the second quarter of fiscal 2020 we began implementing
the deferral of the employer portion of social security payments and intend to continue this deferral for the duration of its availability
which will have a favorable impact on short-term liquidity. The deferral amount as of October 29, 2021, is approximately $1,511 with
50% due on December 31, 2021, and the remaining amount due on December 31, 2022.
● Liquidity –
Operations used $5,992 in operating cash flows during the fifty-two weeks ended October 29, 2021. As of that date, we had approximately
$44,638 of net working capital and $3,000 available under our revolving line of credit. On December 1, 2021, we expanded the revolving
line of credit to $25,000 until June 15, 2022, upon which the credit limit will return to $15,000 for the balance of the term.
Commodity price volatility or increases could adversely impact our business, financial condition including liquidity, and results of
operations. Despite higher commodity costs, we may not be able to increase our product prices in a timely manner or sufficiently to offset
increased commodity costs due to consumer price sensitivity, pricing in relation to competitors and the reluctance of retailers to accept
the price increase. Higher product prices could potentially lower demand for our product and decrease volume. As of October 29,
2021, we have $1,065 of current debt on equipment loans. We entered into a bridge loan on August 30, 2021, for up to $25,000 which we
plan to use to pay off the existing equipment loans as they come out of the lock out period and may be prepaid. As of October 29, 2021,
we paid off $10,328 in equipment loans utilizing proceeds from the new bridge loan. Management believes there are various options available
to generate additional liquidity to repay debt or fund operations such as mortgaging real estate, should that be necessary.
Our ability to increase liquidity will depend upon, among other things, our business plans, performance of operating divisions, economic
conditions of capital markets, or circumstances related to the COVID-19 global pandemic. If we are unable to increase liquidity through
mortgaging real estate, or generate positive cash flow necessary to fund operations, we may not be able to compete successfully, which
could negatively impact our business, operations, and financial condition. Combined with the cash expected to be generated from the Company’s
operations, income tax refunds of $6,156, receivable on life insurance of $2,205 partially offset by payment on deferral of social
security taxes, we anticipate that we will maintain sufficient liquidity to operate our business for a reasonable period of time.
We will continue to monitor the impact of COVID-19 on our liquidity and, if necessary, take action to preserve liquidity and ensure
that our business can operate during these uncertain times.
Background
of Business
Bridgford
Foods Corporation (collectively with its subsidiaries, “Bridgford”, the “Company”, “we”, “our”),
a California corporation, was organized in 1952. We originally began operations in 1932 as a retail meat market in San Diego, California
and evolved into a meat wholesaler for hotels and restaurants, a distributor of frozen food products, a processor and packer of meat,
and a manufacturer and distributor of frozen food products for sale on a retail and wholesale basis. Currently, we are primarily engaged
in the manufacturing, marketing, and distribution of an extensive line of frozen and snack food products throughout the United States.
We have not been involved in any bankruptcy, receivership, or similar proceedings since inception nor have we been party to any merger,
acquisition, etc. or acquired or disposed of any material amounts of assets during the past five years other than those discussed in
Item 7 of this Report. Substantially all of our assets have been acquired in the ordinary course of business.
Description
of Business
Bridgford
currently operates in two business segments - the processing and distribution of frozen food products and the processing and distribution
of snack food products. For information regarding the separate financial performance of the business segments refer to Note 7 of the
Notes to Consolidated Financial Statements included in this Report.
The
following table shows sales, as a percentage of consolidated sales, for each business segment during the last two fiscal years:
Frozen Food Products 17 % 21 %
Snack Food Products 83 % 79 %
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 2021. Our sales are not subject to material seasonal variations. Historically we have been able to respond quickly to the
receipt of orders and, accordingly, do not maintain a significant sales backlog. Neither Bridgford nor its industry generally has unusual
demands or restrictions on working capital items. During the last fiscal year, we did not enter into any new markets or any significant
contractual or other material relationships other than amendments to the March 16, 2020 Purchase and Sale Agreement with CRG Acquisition,
LLC on each of February 1, 2021, April 28, 2021 and July 30, 2021, relating to the sale of a parcel of land including
an approximate 156,000 square foot four-story industrial building in Chicago, Illinois.
Availability
of SEC Filings and Code of Conduct on Internet Website
We
maintain an Internet website at www.bridgford.com. Available on this website, free of charge, are our annual reports on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K and amendments thereto, and reports filed under Section 16 of the Securities Exchange
Act of 1934 filed with the Securities and Exchange Commission. Our Code of Conduct is also available on the website.
Product
Distribution Methods
Our
products are delivered to customers using several distinct distribution channels. The distribution channel utilized is dependent upon
the needs of our customers, the most efficient proximity to the delivery point, trade customs, and operating segment as well as product
type, life, and stability. Among our customers are many of the country’s largest broadline and specialty food service distributors.
These and other large-end purchasers occasionally go through extensive qualification procedures and our manufacturing capabilities are
subjected to thorough review by the end purchasers prior to our approval as a vendor. Large-end purchasers typically select suppliers
that can consistently meet increased volume requirements on a national basis during peak promotional periods. We believe that our manufacturing
flexibility, national presence, and long-standing customer relationships should allow us to compete effectively with other manufacturers
seeking to provide similar products to our current large food service end purchasers, although no assurances can be given.
The
factors that contribute to higher or lower margins generated from each method of distribution depend upon the accepted selling price,
level of involvement by our employees in setting up and maintaining displays, distance traveled, and fuel consumed by our company-owned
fleet as well as freight and shipping costs depending on the distance the product travels to the delivery point. Management is continually
evaluating the profitability of product delivery methods, analyzing alternate methods, and weighing economic inputs to determine the
most efficient and cost-effective method of delivery to fulfill the needs of our customers.
Major
Product Classes
Frozen
Food Products
Our
frozen food products division serves both food service and retail customers. We sell approximately 130 unique frozen food products through
approximately 770 wholesalers, cooperatives, and distributors.
Frozen
Food Products – Food Service Customers
The
food service industry is composed of establishments that serve food outside the home and includes restaurants, the food operations of
health care providers, schools, hotels, resorts, corporations, and other traditional and non-traditional food service outlets. Growth
in this industry has been driven by the increase in away-from-home meal preparation, which has accompanied the expanding number of both
dual income and single-parent households. Another trend within the food service industry is the growth in the number of non-traditional
food service outlets such as convenience stores, retail stores and supermarkets. These non-traditional locations often lack extensive
cooking, storage, or preparation facilities resulting in a need for pre-cooked and prepared foods similar to those we provide. The expansion
in the food service industry has also been accompanied by the continued consolidation and growth of broadline and specialty food service
distributors, many of which are long-standing customers. Orders from food service customers have started to increase as schools and in-dining
restaurants start to reopen across the United States in response to the COVID-19 pandemic restriction changes.
Frozen
Food Products – Retail Customers
The
majority of our existing and targeted retail customers are involved in the resale of branded and private label packaged foods. The same
trends which have contributed to the increase in away-from-home meal preparation have also fueled the growth in easy to prepare, microwaveable
frozen and refrigerated convenience foods. Among the fastest growing segments is the frozen and refrigerated hand-held foods market.
This growth has been driven by improved product quality and variety and the increasing need for inexpensive and healthy food items that
require minimal preparation. Despite rapid growth, many categories of frozen and refrigerated hand-held foods have achieved minimal household
penetration. We believe we have been successful in establishing and maintaining supply relationships with certain selected leading retailers
in this market.
Frozen
Food Products – Sales and Marketing
Our
frozen food business covers the United States. Products produced by the Frozen Food Products segment are generally supplied to food service
and retail distributors who take title to the product upon shipment receipt through company leased long-haul vehicles. In addition to
regional sales managers, we maintain a network of independent food service and retail brokers covering most of the United States. Brokers
are compensated on a commission basis. We believe that our broker relationships, in close cooperation with our regional sales managers,
are a valuable asset providing significant new product and customer opportunities. Regional sales managers perform several significant
functions for us, including identifying and developing new business opportunities and providing customer service and support to our distributors
and end purchasers through the effective use of our broker network.
Our
annual advertising expenditures are directed towards retail and institutional customers. These customers participate in various special
promotional and marketing programs and direct advertising allowances we sponsor. We also invest in general consumer advertising in various
periodicals, and coupons to advertise in major markets. We direct advertising toward food service customers with campaigns in major industry
publications and through our participation in trade shows throughout the United States. Our advertising strategy includes our presence
on social media and online distribution of promotional material.
Snack
Food Products
During
fiscal year 2021, our snack food products division sold approximately 170 different items through customer-owned distribution centers
and a direct-store-delivery network serving approximately 19,000 supermarkets, mass merchandise and convenience retail stores located
in 49 states.
Products
produced or distributed by the Snack Food Products segment are supplied to customers through either direct delivery to customer warehouses
or direct-store-delivery to retail locations. We utilize customer managed warehouse distribution centers to lower distribution cost.
Product delivered to the customer’s warehouse is then distributed to the store where it is resold to the end consumer. Our direct-store-delivery
system focus emphasizes high quality service and supply of our premium branded product to our customers. We also provide the service
of setting up and maintaining the display and restocking our products.
Snack
Food Products — Customers
Our
customers are comprised of large retail chains and smaller “independent” operators. This part of our business is highly competitive.
Proper placement of our product lines is critical to selling success since most items could be considered “impulse” items
which are often consumed shortly after purchase. Our ability to sell successfully to this distribution channel depends on aggressive
marketing and maintaining relationships with key buyers.
Snack
Food Products — Sales and Marketing
Snack
food products are distributed across the United States. Regional sales managers perform several significant functions including identifying
and developing new business opportunities and providing customer service and support to our customers. We also utilize the services of
brokers, where appropriate, to support efficient product distribution and customer satisfaction. We sponsor a fishing team which participates
at the highest levels of both the Fishing League Worldwide (also known as the “FLW”) and Wild West Bass Trail.
Product
Planning and Research and Development
We
continually monitor the consumer acceptance of each product within our extensive product line. Individual products are regularly added
to and deleted from our product line. Historically, the addition or deletion of any individual product has not had a material effect
on our operations at fiscal yearend. We believe that a key factor in the success of our products is our system of carefully targeted
research and testing of our products to ensure high quality and that each product matches an identified market opportunity. The emphasis
in new product introductions in the past several years has been in single-serve items. We are constantly searching to develop new products
to complement our existing product lines and improve processing techniques and formulas. We utilize an in-house test kitchen and consultants
to research and experiment with unique food preparation methods, improve quality control and analyze new ingredient mixtures.
Competition
Our
products are sold under highly competitive conditions. All food products can be considered competitive with other food products, but
we consider our principal competitors to include national, regional, and local producers and distributors of refrigerated, frozen and
non-refrigerated snack food products. Several of our competitors include large companies with substantially greater financial and marketing
resources than ours. Existing competitors may broaden their product lines and potential competitors may enter or increase their focus
on our markets, resulting in greater competition for us. We believe that our products compete favorably with those of our competitors.
Such competitors’ products compete against ours for retail shelf space, institutional distribution, and customer preference.
Effect
of Government Regulations
Our
operations are subject to extensive inspection and regulation by the United States Department of Agriculture (the “USDA”),
the Food and Drug Administration (the “FDA”), and by other federal, state, and local authorities regarding the processing,
packaging, storage, transportation, distribution, and labeling of products that we manufacture, produce and process. Our processing facilities
and products are subject to continuous inspection by the USDA and/or other federal, state, and local authorities. The USDA has issued
strict regulations concerning the control of listeria monocytogenes in ready-to-eat meat and poultry products and contamination by food
borne pathogens such as E. coli and salmonella and implemented a system of regulation known as the Hazard Analysis Critical Control Points
(“HACCP”) program. The HACCP program requires all meat and poultry processing plants to develop and implement sanitary operating
procedures and other program requirements. OSHA oversees safety compliance and establishes certain employer responsibilities to help
“assure safe and healthful working conditions” and keep the workplace free of recognized hazards or practices likely to cause
death or serious injury. We believe that we are currently in compliance with governmental laws and regulations and that we maintain the
necessary permits and licenses relating to our operations.
To
date, federal, state, and local environmental laws, and regulations, including those relating to the discharge of materials into the
environment, have not had a material effect on our business.
Importance
of Key Customers
Sales
to Wal-Mart® comprised 35.7% of revenues in fiscal year 2021 and 5.5% of total accounts receivable was due from Wal-Mart® as
of October 29, 2021. Sales to Wal-Mart® comprised 36.9% of revenues in fiscal year 2020 and 19.8% of total accounts receivable was
due from Wal-Mart® as of October 30, 2020. Sales to Dollar General® comprised 14.5% of revenues in fiscal year 2021 and 35.9%
of total accounts receivable was due from Dollar General® as of October 29, 2021. Sales to Dollar General® comprised 13.6% of
revenues in fiscal year 2020 and 31.1% of total accounts receivable was due from Dollar General® as of October 30, 2020.
Sources
and Availability of Raw Materials
We
purchase large quantities of pork, beef, and flour. These ingredients are generally available from a number of different suppliers although
the availability of these ingredients is subject to seasonal variation. We build ingredient inventories to take advantage of downward
trends in seasonal prices or anticipated supply limitations.
Most
flour purchases are made at market price without contracts. We also purchase bulk flour under short-term fixed price contracts at current
market prices. The contracts are usually effective for a month or less and are not material to our operations. These contracts are settled
within a month’s time and no significant contracts remain open at the close of the reporting period. We monitor and manage our
ingredient costs to help negate volatile daily swings in market prices when possible. We do not participate in the commodity futures
market or hedging to limit commodity exposure.
We
continue to monitor the development of the COVID-19 pandemic and its impact on our operations including our supply chain and labor force.
The pandemic could potentially cause disruptions to our supply chain. Global supply may be restricted causing price pressure on certain
ingredients and raw materials used in our products which could disrupt our operations. We are unable to accurately predict the uncertainties
related to the future course of the COVID-19 pandemic including overall economic stability, the spread, length and severity of the virus
and any future governmental actions.
Employees
We
had 699 employees (675 full-time employees) as of October 29, 2021, approximately 47% of whose employment relationship is governed
by collective bargaining agreements. These agreements currently expire between March 2022 and February 2024. We believe that our relationship
with all of our employees is favorable and that contracts will be settled favorably.
Item
1A. Risk Factors
In
addition to the other matters set forth in this Report, the continuing operations and the price of our common stock are subject to the
following risks, each of which could materially adversely affect our business, financial condition, and results of operations. The risks
described below are only the risks that we currently believe are material to our business. However, additional risks not presently known,
or risks that are currently believed to be immaterial, may also impair our business operations.
We
are subject to general risks in the food industry, including, among other things, risk relating to changes in consumer preferences and
product contamination as well as general economic conditions, any of which risks, if realized, could negatively impact our operating
results and financial position.
The
food industry, and the markets within the food industry in which we compete, are subject to various risks, including the following: evolving
consumer preferences, nutritional and health-related concerns, federal, state, and local food inspection and processing controls, consumer
product liability claims, risks of product tampering, and the availability and expense of liability insurance. The meat and poultry industries
are subject to scrutiny due to the association of meat and poultry products with recent outbreaks of illness, and on rare occasions even
death, caused by food borne pathogens. Product recalls are sometimes required in the food industry to withdraw contaminated or mislabeled
products from the market. Additionally, the failure to identify and react appropriately to changes in consumer trends, demands and preferences
could lead to, among other things, reduced demand, and price reduction for our products. Further, we may be adversely affected by changes
in domestic or foreign economic conditions, including inflation or deflation, interest rates, availability of capital markets, consumer
spending rates, and energy availability and costs (including fuel surcharges). These and other general risks related to the food industry,
if realized by us, could have a significant adverse effect on demand for our products, as well as the costs and availability of raw materials,
ingredients, and packaging materials, thereby negatively affecting our operating results and financial position.
Fluctuations
in commodity prices and the availability of raw materials could negatively impact our financial results.
We
purchase large quantities of commodity pork, beef, and flour. Historically, market prices for products we process have fluctuated in
response to a number of factors, including changes in the United States government farm support programs, changes in international agricultural
and trading policies, weather, and other conditions during the growing and harvesting seasons. Our operating results are heavily dependent
upon the prices paid for raw materials, as well as the available supply of commodities. The marketing of our value-added products does
not lend itself to instantaneous changes in selling prices. In addition, if we increase prices to offset higher costs, we could experience
lower demand for our products and sales volumes. Conversely, decreases in our commodity and other input costs may create pressure on
us to decrease our prices. Changes in selling prices are relatively infrequent and do not compare with the volatility of commodity markets.
Production and pricing of commodities, on the other hand, are determined by constantly changing market forces of supply and demand over
which we have limited or no control. Such factors include, among other things, weather patterns throughout the world, outbreaks of disease,
the global level of supply inventories and demand for grains and other feed ingredients, as well as agricultural and energy policies
of domestic and foreign governments. While fluctuations in significant cost structure components, such as ingredient commodities and
fuel prices, have had a significant impact on profitability over the last three years, the impact of general price inflation on our financial
position and results of operations has not been significant. However, current inflationary market conditions may have a negative impact
on future earnings. Future volatility of general price inflation or deflation and raw material cost and availability could adversely
affect our financial results.
We
are subject to extensive government regulations and a failure to comply with such regulations could negatively impact our financial results.
Our
operations are subject to extensive inspection and regulation by the USDA, FDA and by other federal, state, and local authorities regarding
the processing, packaging, storage, transportation, distribution, and labeling of products that are manufactured, produced, and processed
by us. Our processing facilities and products are subject to continuous inspection by the USDA and/or other federal, state, and local
authorities. The USDA has issued strict regulations concerning the control of listeria monocytogenes in ready-to-eat meat and poultry
products and contamination by food borne pathogens such as E. coli and salmonella and implemented a system of regulation known as the
HACCP program. The HACCP program requires all meat and poultry processing plants to develop and implement sanitary operating procedures
and other program requirements. OSHA oversees safety compliance and establishes certain employer responsibilities to help “assure
safe and healthful working conditions” and keep the workplace free of recognized hazards or practices likely to cause death or
serious injury. We believe that we are currently in compliance with governmental laws and regulations and that we maintain necessary
permits and licenses relating to our operations.
A
failure to obtain or a loss of necessary permits and licenses could delay or prevent us from meeting current product demand and could
adversely affect our operating performance. Furthermore, we are routinely subject to new or modified laws, regulations, and accounting
standards. If found to be out of compliance with applicable laws and regulations in these or other areas, we could be subject to civil
remedies, including fines, injunctions, recalls, or asset seizures, as well as potential criminal sanctions, any of which could have
a significant adverse effect on our financial results.
We
depend on our key management, the loss of which could negatively impact our operations.
Our
executive officers and certain other key employees have been primarily responsible for the development and expansion of our business,
and the loss of the services of one or more of these individuals could adversely affect us. Our success will be dependent in part upon
our continued ability to recruit, motivate, and retain qualified personnel. We cannot assure that we will be successful in this regard.
We have no employment or non-competition agreements with key personnel except for a consulting agreement with Allan L. Bridgford that
became effective October 30, 2021 after his retirement from employment with our company.
Labor
shortages and increased turnover or increases in employee and employee-related costs could have adverse effects on our profitability.
We
have recently experienced increased labor shortages at some of our production facilities and other locations. While we have historically
experienced some level of ordinary course turnover of employees, the COVID-19 pandemic and resulting actions and impacts have exacerbated
labor shortages and increased turnover. A number of factors have had and may continue to have adverse effects on the labor force available
to us, including reduced employment pools, federal unemployment subsidies, including unemployment benefits offered in response to the
COVID-19 pandemic, and other government regulations, which include laws and regulations related to workers’ health and safety,
wage and hour practices and immigration. Labor shortages and increased turnover rates within our team members have led to and could in
the future lead to increased costs, such as increased overtime to meet demand and increased wage rates to attract and retain employees
and could negatively affect our ability to efficiently operate our production facilities or otherwise operate at full capacity. An overall
or prolonged labor shortage, lack of skilled labor, increased turnover or labor inflation could have a material adverse impact on our
operations, results of operations, liquidity or cash flows.
We
depend on our major customers and any loss of such customers could have a negative impact on our profitability.
We
could suffer significant reductions in revenues and operating income if we lost one or more of our largest customers, including Wal-Mart®
and Dollar General®, which accounted for 35.7% and 14.5%, respectively, of sales in fiscal year 2021. Many of our customers, such
as supermarkets, warehouse clubs, and food distributors have consolidated in recent years. Such consolidation has produced large, sophisticated
customers with increased buying power who are more capable of operating with reduced inventories while demanding lower pricing and increased
promotional programs. These customers also may use their shelf space for their own private label products. Failure to respond to these
trends could reduce our volume and cause us to lower prices or increase promotional spending for our product lines which could adversely
affect our profitability.
With
more than 80% of our stock beneficially owned by the Bridgford family, there are risks that they can exert significant influence or control
over our corporate matters.
Members
of the Bridgford family beneficially own, in the aggregate, more than 80% of our outstanding stock. In addition, four members
of the Bridgford family currently serve on the Board of Directors. As a result, members of the Bridgford family have the ability to exert
substantial influence or actual control over our management and affairs and over substantially all matters requiring action by our shareholders,
including amendments to by-laws, election and removal of directors, any proposed merger, consolidation or sale of all or substantially
all of our assets and other corporate transactions. This concentration of ownership may also delay or prevent a change in control otherwise
favored by our other shareholders and could depress our stock price. Additionally, as a result of the Bridgford family’s significant
ownership of the outstanding voting stock, we have relied on the “controlled company” exemption from certain corporate governance
requirements of the NASDAQ stock market. Therefore, among other things, we have elected not to implement the rule that provides for a
nominating committee to identify and recommend nominees to the Board of Directors and have instead elected to have the full Board of
Directors perform such function. Additionally, pursuant to this exemption, our compensation committee, which is made up of independent
directors, does not have sole authority to determine the compensation of our executive officers, including our Chairman of the Board.
We
participate in Multiemployer Pension Plans which could negatively impact our operations and profitability.
We
participate in “multiemployer” pension plans administered by labor unions on behalf of their employees. We make monthly contributions
for healthcare and pension benefit obligations. The contribution amount may change depending upon the ability of participating companies
to fund these pension liabilities as well as the actual and expected returns on pension plan assets. Volatility in the capital markets
or interest rates can impact the market value of plan assets and cause volatility in the net periodic benefit cost and our future funding
requirements. The exact amount of cash contributions made to the pension plans in any year is dependent upon a number of factors, including
minimum funding requirements. In addition, should we withdraw from the union and cease participation in a union plan, federal law could
impose a penalty for additional contributions to the plan. The penalty would be recorded as an expense in the consolidated statement
of operations. The ultimate amount of the withdrawal liability is dependent upon several factors including the funded status of the plan
and contributions made by other participating companies. We continue to participate in other multiemployer union plans. In the event
of a full or partial withdrawal from these plans, the impact to our financial statements could be material.
Eminent
domain and land risk regulations could negatively impact our financial results and financial position.
We
own real property on which we operate our processing and/or our distribution operations. As is the case with any owner of real property,
we may be subject to eminent domain proceedings that can impact the value of investments we have made in real property as well as potentially
disrupt our business operations. If subject to eminent domain proceedings or other government takings, we may not be adequately compensated.
The
COVID-19 pandemic could negatively impact our operations and financial condition.
We
have considered the impact of federal, state, and local government actions related to the COVID-19 pandemic on our Consolidated Financial
Statements. The business disruptions associated with the pandemic had a significant negative impact on our Consolidated Financial
Statements for the fiscal year ended October 29, 2021. We expect these events to have future business impacts, the extent of which
is uncertain and largely subject to whether the severity worsens, or the duration of current business shutdowns continue. These impacts
could include but may not be limited to risks and uncertainty related to shifts in demand between sales channels, market volatility,
constraints in our supply chain, our ability to operate production facilities and worker availability. These unknowns may subject the
Company to future risks related to long-lived asset impairments, increased reserves for uncollectible accounts, price and availability
of ingredients and raw materials used in our products and adjustments to reflect the market value of our inventory.
Item
1B. Unresolved Staff Comments
Not
applicable.
Item
2. Properties
We
own the following properties:
Property Location Building Square Footage Acreage
Statesville, North Carolina * 42,000 8.0
* - property used by Frozen Food Products Segment.
** - property used by Snack Food Products Segment.
(1) - demolition and sale pending.
We
utilize the foregoing properties for processing, warehousing, distributing and administrative purposes. We also lease warehouse and/or
office facilities throughout the United States through month-to-month rental agreements. We believe that our properties are generally
adequate to satisfy our foreseeable needs. Additional properties may be acquired and/or plants expanded if favorable opportunities and
conditions arise.
Item
3. Legal Proceedings
No
material legal proceedings were pending against us as of October 29, 2021, or as of the date of filing of this Report. We are likely
to be subject to claims arising from time to time in the ordinary course of our business. In certain of such actions, plaintiffs may
request punitive or other damages that may not be covered by insurance and, accordingly, no assurance can be given with respect to the
ultimate outcome of any such possible future claims or litigation or their effect on us. Any adverse litigation trends and outcomes could
significantly and negatively affect our financial results.
Item
4. Mine Safety Disclosures
Not
applicable.
PART
II
Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Common
Stock and Dividend Data
Our
common stock is traded on the Nasdaq Global Market under the symbol “BRID”.
As
of January 25, 2022, there were 729 shareholders of record in our common stock.
The
payment of future dividends, if any, will be at the discretion of our Board of Directors and will depend upon future earnings, financial
requirements, and other factors.
Unregistered
Sales of Equity Securities
During
the period covered by this Report, we did not sell or issue any equity securities that were not registered under the Securities Act of
1933, as amended.
Repurchases
of Equity Securities by the Issuer
Our
stock repurchase program was approved by our Board of Directors in November 1999 and was expanded in June 2005. Under the stock repurchase
program, we are authorized, at the discretion of management and our Board of Directors, to purchase up to an aggregate of 2,000,000 shares
of our common stock on the open market. During fiscal years 2021 and 2020, we did not repurchase any shares of our common
stock pursuant to our stock repurchase program previously authorized by the Board of Directors. As of October 29, 2021, 120,113 shares
remained authorized for repurchase under the program.
Item
6. [Reserved]
Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
For
a complete understanding, this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be
read in conjunction with the Consolidated Financial Statements and Notes to the Consolidated Financial Statements contained in this Report.
Certain
statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere
in this Report constitute “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934 (refer to Part I., Item 1. Business for more information).
Results
of Operations (in thousands except percentages)
Fiscal
Year Ended October 29, 2021 (52 weeks) Compared to Fiscal Year Ended October 30, 2020 (52 weeks)
Net
Sales-Consolidated
Net
sales in fiscal year 2021 increased $42,460 (21.4%) when compared to the prior fiscal year. The changes in net sales were comprised as
follows:
Impact on Net Sales-Consolidated % $
Selling price per pound 3.2 6,707
Promotional activity 0.4 (1,625 )
Net
Sales-Frozen Food Products Segment
Net
sales in the Frozen Food Products segment in fiscal year 2021 increased $269 (0.7%) compared to the prior fiscal year. The changes in
net sales were comprised as follows:
Impact on Net Sales-Frozen Food Products % $
Selling price per pound 3.4 1,540
Unit sales volume in pounds -1.3 (571 )
Returns activity 0.2 49
Promotional activity -1.6 (749 )
Increase in net sales 0.7 269
The
slight increase in net sales for fiscal year 2021 primarily relates to higher selling prices per pound partially offset by lower unit
sales volume. The increase in net sales was primarily driven by an increase in selling prices due to changes in product mix amid a decrease
in sales volume to retail customers. Other institutional Frozen Food Products sales, including sheet dough and rolls, increased 16% by
volume while retail sales volume decreased by 7%. Demand shifted from retail sales to foodservice sales channels as schools and in-dining
restaurants began to slowly reopen across the United States following earlier shutdowns in response to the COVID-19 pandemic. Returns
activity decreased compared to the 2020 fiscal year. Promotional activity was higher as a percentage of sales during the 2021 fiscal
year.
Net
Sales-Snack Food Products Segment
Net
sales in the Snack Food Products segment in fiscal year 2021 increased $42,191 (26.9%) compared to the prior fiscal year. The changes
in net sales were comprised as follows:
Impact on Net Sales-Snack Food Products % $
Selling price per pound 3.1 5,167
Promotional activity 0.8 (875 )
Net
sales of Snack Food Products increased due to higher sales through our direct store delivery distribution channel during fiscal year
2021. The weighted average selling price per pound increased due to selling price increases and reductions in packaging size. Returns
activity was lower compared to the 2020 fiscal year. Promotional offers decreased as a percentage of sales due to higher sales to high-volume,
high-promotion customers.
Cost
of Products Sold and Gross Margin-Consolidated
Cost
of products sold from continuing operations increased by $50,594 (36.5%) compared to the prior fiscal year. The gross margin decreased
from 30.1% to 21.4% during fiscal year 2021 compared to the prior fiscal year.
Change in Cost of Products Sold by Segment $ % Commodity $ Increase
Cost
of Products Sold and Gross Margin–Frozen Food Products Segment
Cost
of products sold in the Frozen Food Products segment increased by $1,860 (6.7%) in fiscal year 2021 compared to the prior fiscal year.
Higher direct distribution and production materials were the primary contributing factors to the increase. Higher flour commodity costs
of approximately $445 contributed to the increase in costs of goods sold. The gross margin percentage decreased from 32.9% to 28.8% during
fiscal year 2021 compared to the prior fiscal year.
Cost
of Products Sold and Gross Margin–Snack Food Products Segment
Cost
of products sold in the Snack Food Products segment increased by $48,734 (44.0%) compared to the prior fiscal year due primarily to a
substantial increase in sales volume. Meat commodity costs increased during fiscal year 2021 adding to the increase in cost of products
sold. The cost of meat commodities increased approximately $12,692 during fiscal year 2021 compared to the prior fiscal year. As a result,
a net realizable value reserve of $2,353 was recorded during the fiscal year after determining that the market value on some meat products
was less than the costs associated with completion and sale of the product. Higher depreciation on processing equipment impacted the
cost of products sold. The gross margin earned in this segment decreased from 29.3% to 19.8% during fiscal year 2021 primarily as a result
of higher commodity costs.
Selling,
General and Administrative Expenses-Consolidated
Selling,
general and administrative expenses (“SG&A”) in fiscal year 2021 increased $4,961 (9.0%) when compared to the prior fiscal
year. The increase in this category did not directly correspond to the change in sales.
The
table below summarizes the primary expense variances in this category:
Costs
for product advertising increased mainly as a result of higher payments under brand licensing agreements in the Snack Food Products segment
during fiscal year 2021. Higher sales commissions resulted in higher wages and bonus expenses in the 2021 fiscal year compared to the
2020 fiscal year. Healthcare costs have increased due to claim activity increasing as pandemic restrictions are lifted. Other income
increased due to an estimated gain on life insurance proceeds caused by the passing of a former executive employee during the fourth
quarter of fiscal year 2021. The decrease in pension expense was due to higher pension discount rates being used to compute the future
liability estimate. The increase in fuel expense was driven by per gallon fuel price increases compared to the prior year as a result
of higher cost trends in petroleum markets. Postage expense increased due to higher product shipments to customers. Outside storage costs
to warehouse products prior to shipment increased due to reaching storage capacity at our new facility as a result of higher sales volume.
Travel expenses increased due to the gradual lifting of travel restrictions and stay-at-home orders which had been imposed in response
to the COVID-19 pandemic. Insurance expense increased due to unfavorable market conditions, a change in coverage levels and unfavorable
claims experience. None of the changes individually or as a group of expenses in “Other SG&A” were significant enough
to merit separate disclosure. The major components comprising the increase of “Other SG&A” expenses were higher customer
fines, equipment rental, sales taxes and employee training expenses.
Selling,
General and Administrative Expenses-Frozen Food Products Segment