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 1, 2024 (52 weeks)
Compared to Fiscal Year Ended November 3, 2023 (53 weeks)
Net Sales-Consolidated
Net sales in fiscal year 2024 decreased $27,991
(11.1%) 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 -0.4 (1,138 )
Unit sales volume in pounds -8.8 (23,988 )
Promotional activity -1.8 (3,242 )
Net Sales-Frozen Food Products Segment
Net sales in the Frozen Food Products segment
in fiscal year 2024 increased $770 (1.3%) 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 3.2 2,117
Unit sales volume in pounds -1.3 (837 )
Promotional activity -0.9 (687 )
Increase in net sales 1.3 770
The increase in net sales for fiscal year 2024
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 decreased 8%. Returns activity decreased compared to the 2023 fiscal year.
Promotional activity was higher in fiscal year 2024 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 2024 decreased $28,761 (14.8%) 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 -1.6 (3,254 )
Unit sales volume in pounds -11.1 (23,152 )
Promotional activity -1.8 (2,555 )
Net sales of Snack Food Products decreased due
to lower sales through our direct-store-delivery distribution channel during the fiscal year 2024. The weighted average selling price
per pound decreased compared to fiscal year 2023 due to changes in product mix. Unit sales volume in pounds was lower 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 lower in dollars but higher as a percentage of sales compared to the 2023 fiscal
year. Promotional offers increased due to higher promotional deductions and billbacks by customers compared to fiscal year 2023.
Cost of Products Sold and Gross Margin-Consolidated
Cost of products sold from continuing operations
decreased on a consolidated basis by $13,962 (7.7%) during fiscal year 2024 compared to the prior fiscal year. The gross margin decreased
from 28.0% to 25.2% during fiscal year 2024 compared to the prior fiscal year.
Frozen Food Products Segment (776 ) -0.4 (522 )
Cost of Products Sold and Gross Margin–Frozen
Food Products Segment
Cost of products sold in the Frozen Food Products
segment decreased by $776 (1.8%) in fiscal year 2024 compared to the prior fiscal year. Lower unit sales volume in pounds and changes
in the product mix were the primary contributing factors to this decrease. The cost of purchased flour decreased approximately $522 contributing
to the decrease in costs of goods sold. The gross margin percentage increased from 25.1% to 27.4% during fiscal year 2024 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 $13,186 (9.5%) during fiscal year 2024 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 increased approximately $4,900 during fiscal year 2024
compared to the prior fiscal year due to unfavorable fluctuations in commodity markets. We increased our net realizable value reserve
by $1,174 during fiscal year 2024 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 $1,467 on products as of November 1, 2024. The gross margin
earned in this segment decreased from 28.8% to 24.4% during fiscal year 2024.
Selling, General and Administrative Expenses-Consolidated
Selling, general and administrative expenses (“SG&A”)
in fiscal year 2024 decreased $3,118 (4.8%) when compared to the prior fiscal year. The decrease in this category did not directly correspond
to the change in sales.
The table below summarizes the primary expense
variances in this category:
Lower sales commissions paid on reduced sales
resulted in lower wages and bonus expenses in the 2024 fiscal year compared to the 2023 fiscal year. The increase in pension cost was
a result of lower values in pension plan assets caused by the performance of the underlying markets that support them as well as lower
pension discount rates resulting in higher liability. Costs for product advertising decreased mainly as a result of lower payments under
brand licensing agreements in the Snack Food Products segment during fiscal year 2024. Healthcare costs have increased due to unfavorable
claim trends. Outside consulting costs increased due to higher legal fees, advisory services, inspection and product testing fees. Vehicle
repairs and maintenance on vehicles have increased compared to the prior fiscal 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 decrease of “Other SG&A” expenses were lower provision for doubtful accounts, lower postage
and insurance expenses and higher rental income partially offset by higher travel and business expense.
Selling, General and Administrative Expenses-Frozen Food Products
Segment
SG&A expenses in the Frozen Food Products
segment decreased by $241 (1.7%) during fiscal year 2024 compared to the prior fiscal year. The overall decrease in SG&A expenses
was due to lower unit sales volume in pounds, lower equipment rental 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
decreased by $2,877 (5.6%) during fiscal year 2024 compared to the prior fiscal year. Most of the decrease was due to the significantly
lower unit sales volume in pounds and the corresponding decrease in wages and bonuses, and lower payments under brand licensing agreements.
Loss on Sale of Property, Plant and Equipment
Losses on the sale of property, plant
and equipment were due to the ordinary disposal of assets located in both the Frozen Food Products segment, $96 and $75, for fiscal years
2024 and 2023, respectively, and Snack Food Products segments, $50 and $86, for fiscal years 2024 and 2023, respectively.
Income Taxes
Income tax for fiscal years 2024 and 2023, respectively,
was as follows:
(Benefit on) provision for income taxes $ (1,311 ) $ 1,021
Effective tax rate 27.9 % 22.7 %
We recorded a tax benefit of $1,311 and tax provision
of $1,021, for fiscal years 2024 and 2023, respectively, related to federal and state taxes, based on the Company’s expected annual
effective tax rate. The effective tax rate was 27.9% and 22.7% for fiscal years 2024 and 2023, respectively. In addition, the effective
tax rates for fiscal years 2024 and 2023 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 included within
this Report for more information).
Liquidity and Capital Resources (dollars in
thousands)
The principal source of operating cash flows 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. 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. On November 30, 2024, we
entered into a sixth 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, 2025. As of November 1, 2024, we had $1,084 of current debt on equipment loans, $61,536 of net working capital
and $7,500 available under our revolving line of credit with Wells Fargo Bank, N.A. Refer to Note 5 to the Consolidated Financial Statements
and the “Revolving Credit Facility” and “Loan Covenants” included within this Report for further information.
The Company was in compliance with all loan covenants as of November 1, 2024.
All of our operating segments have been impacted
by inflation, including higher costs for labor, freight and specific materials related to product manufacturing and delivery through fiscal
year 2024. Additionally, commodity costs, including meat and flour costs, have and may continue to fluctuate due to both political and
economic conditions, including the ongoing conflict between Ukraine and Russia. Despite higher commodity costs like we experienced in
fiscal year 2024, we may not be able to increase our product prices in a timely manner or sufficiently to offset such increased commodity
or other costs due to consumer price sensitivity, pricing in relation to competitors and the reluctance of retailers to accept a price
increase. Instances of higher interest rates, general price inflation or deflation, raw materials costs, labor shortages or supply chain
issues could adversely affect the Company’s financial results and its liquidity. Higher product prices and promotions 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 or
exercise a portion of the line of credit 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.
Cash flows (used in) provided by operating
activities:
Depreciation and amortization 6,540 6,558
(Recoveries on) provision for losses on accounts receivable (126 ) 147
Provision for (reduction in) promotional allowances 307 (679 )
Loss on sale of property, plant and equipment 146 161
Deferred income taxes, net (720 ) (631 )
Changes in assets and liabilities (3,263 ) (5,045 )
Net cash (used in) provided by operating activities $ (497 ) $ 3,985
For the fifty-two weeks ended November 1, 2024,
net cash used in operating activities was $497, a decrease of $4,482 in cash flows compared to the fifty-three weeks ended November 3,
2023. The decrease in net cash provided by operating activities primarily relates to a net loss of $3,381, an increase in refundable income
taxes of $1,240 and an increase of other non-current assets of $3,320, partially offset by a decrease in inventory of $7,235 due to selling
down inventory finished goods to adjust to lower consumer demand. During fiscal year 2024, we did not contribute towards our defined benefit
pension plan. Plan funding strategies may be adjusted depending upon economic conditions, investment options, tax deductibility, or 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 84 days for the fifty-two weeks ended November 1,
2024, and 83 days for the fifty-three weeks ended November 3, 2023.
For the fifty-three weeks ended November 3, 2023,
net cash provided by operating activities was $3,985. The result was primarily related 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.
Cash flows used in investing activities:
Proceeds from sale of property, plant and equipment $ 69 $ 227
Additions to property, plant and equipment (3,902 ) (2,603 )
Net cash used in investing activities $ (3,833 ) $ (2,376 )
Additions to property, plant and equipment include
the acquisition of equipment, upgrading of facilities to maintain operating efficiency and investments in cost effective technologies
to lower costs. In general, we capitalize the cost of additions and improvements and expense the cost for repairs and maintenance. We
may also capitalize costs related to improvements that extend the life, increase the capacity, or improve the efficiency of existing machinery
and equipment. Specifically, capitalization of upgrades of facilities to maintain operating efficiency include acquisitions of machinery
and equipment used on packaging lines and refrigeration equipment used to process food products.
The table below highlights the additions to property,
plant and equipment for the fifty-two and fifty-three weeks ended:
Building and leasehold improvements $ - $ 192
Furniture and fixture 92 -
Temperature control - -
Vehicles for sales and/or delivery 2,372 1,390
Quality control and communication systems - 66
Computer software and hardware 345 -
Change in projects in process (1,769 ) 205
Additions to property, plant and equipment $ 3,902 $ 2,603
Expenditures for additions to property, plant
and equipment during the fifty-two weeks ended November 1, 2024, include projects in process of $755 related to the production facilities
in Chicago and Statesville.
Cash flows used in financing activities:
Payment of capital lease obligations $ (103 ) $ (1,151 )
Repayments of bank borrowings (1,045 ) (1,083 )
Net cash used in financing activities $ (1,148 ) $ (2,234 )
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 2024, 120,113 shares remained authorized for repurchase under the program.
The Company leased three long-haul trucks received
during fiscal year 2019. The six-year leases for these trucks would have expired in fiscal year 2025. We returned one long-haul truck
on June 22, 2023, for a loss of $12 and returned remaining two long-haul trucks on July 11, 2024, for a loss of $90, in an effort to reduce
the overall cost of delivering products as we transitioned deliveries to common carriers. All long-haul trucks under this lease agreement
have been returned as of November 1, 2024. The Company leased one box truck for a market value of $27 on April 17, 2023, and that lease
term is two years.
The Company leased one refrigerated truck received
on May 10, 2024, for a net present value of $166. The seven-year lease for this truck will expire in fiscal year 2031. Amortization of
equipment as a finance lease was $44 during the fifty-two weeks ended November 1, 2024.
Equipment Note Payable
The following table reflects major components
of our line of credit and borrowing agreements as of November 1, 2024, and November 3, 2023, respectively.
Revolving credit facility $ - $ -
Equipment notes:
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. Refer to Subsequent
Events under Note 1 to the Consolidated Financial Statements included within this Report for further information.
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:
● Quick Ratio not less than 1.25 to 1.0 at each fiscal quarter end,
As of November 1, 2024, 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 1, 2024:
Fiscal Years Debt Payable
Impact of Inflation
Our operating results are heavily dependent upon
the prices paid for raw materials. The marketing of our value-added products does not lend itself to instantaneous changes in selling
prices. Changes in selling prices are relatively infrequent and do not compare with the volatility of commodity markets. 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 2025. 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 2025. 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 1, 2024.
Critical Accounting Policies and Estimates
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. To the extent there are material differences between the estimates and the actual
results, future results of operations could be affected.
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 included in this Report.
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
included within this Report.
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.
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”.
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.
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 1, 2024. Based on management’s assessment and
the above-referenced criteria, management believes that the internal control over financial reporting was effective as of November 1,
2024.
Changes in Internal
Control over Financial Reporting
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 1, 2024 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.
PART III
Item 10. Directors, Executive Officers,
and Corporate Governance
Insider Trading Policies and Procedures
The Company has an insider
trading policy and procedures governing the purchase, sale and/or other dispositions of the Company’s securities that applies to
all directors, officers, employees and certain other persons. It is also the Company’s policy to take appropriate steps to comply with
applicable federal and state securities laws and regulations, as well as applicable stock exchange listing standards, when the Company
engages in transactions in the Company’s securities. The Company believes that its insider trading policy and procedures are reasonably
designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company. A copy
of the Company’s insider trading policy is filed as Exhibit 19.1 to this Report.
The remaining information
required by this item will be included in our definitive proxy statement on Schedule 14A related to our 2025 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 1, 2024, 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.
PART IV
Item 15. Exhibits and Financial Statement
Schedules
(a)(1) Financial Statements.
The following documents are filed as a part of this Report:
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 23) 24
Consolidated Balance Sheets as of November 1, 2024, and November 3, 2023 26
Notes to Consolidated Financial Statements 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.
Incorporated by Reference
19.1 Insider Trading Policy X
24.1 Power of Attorney (included as part of the signature page). X
97.1* Clawback and Forfeiture Policy X
101.INS Inline XBRL Instance Document. X
101.SCH Inline XBRL Taxonomy Extension Schema Document. X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. X
** Each of these Exhibits is furnished herewith.
Item 16. Form 10-K Summary
Not applicable.
SIGNATURES
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.
BRIDGFORD FOODS CORPORATION
By: /s/ MICHAEL W. BRIDGFORD
Michael W. Bridgford
Chairman of the Board
Date: January 29, 2025
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
Michael W. Bridgford
Cindy Matthews-Morales
/s/ RAYMOND F. LANCY Director January 29, 2025
Raymond F. Lancy
/s/ BARON R. H. BRIDGFORD II President January 29, 2025
Baron R. H. Bridgford II
/s/ ALLAN L. BRIDGFORD SR. Director January 29, 2025
Allan L. Bridgford Sr.
/s/ WILLIAM L. BRIDGFORD Vice President and Director January 29, 2025
William L. Bridgford
/s/ JOHN V. SIMMONS Vice President and Director January 29, 2025
John V. Simmons
/s/ TODD C. ANDREWS Director January 29, 2025
Todd C. Andrews
/s/ D. GREGORY SCOTT Director January 29, 2025
D. Gregory Scott
/s/ KEITH A. ROSS Director January 29, 2025
Keith A. Ross
/s/ MARY SCHOTT Director January 29, 2025
Mary Schott
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 1, 2024, and November 3, 2023, the related consolidated statements of operations,
comprehensive (loss) 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 1, 2024 and November 3,
2023, and the results of its operations and its cash flows for each of the two fiscal years in the period ended November 1, 2024 and
November 3, 2023, 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.
How We
Addressed the Matter in Our Audit
The primary
procedures we performed to address this critical audit matter included:
● Considered transactions submitted by customers subsequent to year end.
● Review of applicable disclosures.
We have served as the Company’s auditor
since 2009.
/s/ Baker Tilly US, LLP
Irvine, California
BRIDGFORD FOODS CORPORATION
CONSOLIDATED BALANCE SHEETS
As of November 1, 2024, and November
3, 2023
(in thousands, except share and per share amounts)
ASSETS
Current assets:
Prepaid expenses and other current assets 609 435
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accrued payroll, advertising, and other expenses 6,323 6,404
Current notes payable – equipment 1,084 1,045
Current right-of-use leases payable 1,098 1,120
Lont-term right of use leases payable 2,235 2,450
Executive retirement plans and other non-current liabilities 1,206 5,904
Contingencies and commitments (Notes 3, 5 and 6) - -
Shareholders’ equity:
Capital in excess of par value 8,298 8,298
Accumulated other comprehensive loss (8,707 ) (10,689 )
Total liabilities and shareholders’ equity $ 157,354 $ 166,998
See accompanying notes to consolidated financial
statements.
BRIDGFORD FOODS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
For the fiscal years ended November
1, 2024, and November 3, 2023
(in thousands, except share and per share amounts)
(52 Weeks) (53 Weeks)
Selling, general and administrative expenses 62,449 65,567
Loss on sale of property, plant and equipment 146 161
Other income (expense)
Total other income (expense) 1,575 (134 )
(Loss) income before taxes (4,692 ) 4,495
(Benefit on) provision for income taxes (1,311 ) 1,021
Basic (loss) earnings per share $ (0.37 ) $ 0.38
Shares used to compute basic (loss) earnings per share 9,076,832 9,076,832
See accompanying notes to consolidated financial
statements.
BRIDGFORD FOODS CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE
(LOSS) INCOME
For the fiscal years ended November
1, 2024, and November 3, 2023
(in thousands)
(52 Weeks) (53 Weeks)
Other comprehensive income from defined benefit plans 3,112 1,255
Other postretirement benefit plans:
Other comprehensive income, before taxes 2,471 26
Tax benefit on other comprehensive income (489 ) (290 )
Change in other comprehensive income, net of tax 1,982 (264 )
Comprehensive (loss) income, net of tax $ (1,399 ) $ 3,210
See accompanying notes to consolidated financial
statements.
BRIDGFORD FOODS CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’
EQUITY
For the fiscal years ended November
1, 2024, and November 3, 2023
(in thousands)
Net income (loss) - - - (3,381 ) - (3,381 )
See accompanying notes to consolidated financial
statements.
BRIDGFORD FOODS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the fiscal years ended November
1, 2024, and November 3, 2023
(in thousands)
(52 Weeks) (53 Weeks)
Cash flows from operating activities:
Depreciation and amortization 6,540 6,558
(Recoveries on) provision for losses on accounts receivable (126 ) 147
Provision for (reduction in) promotional allowances 307 (679 )
Loss on sale of property, plant and equipment 146 161
Deferred income taxes, net (720 ) (631 )
Changes in operating assets and liabilities:
Refundable income taxes (1,240 ) (967 )
Prepaid expenses and other current assets (173 ) (114 )
Other non-current assets (3,321 ) (444 )
Accrued payroll, advertising and other expenses (81 ) (1,449 )
Income taxes payable 18 32
Other current liabilities 47 (879 )
Executive retirement plans and other non-current liabilities (2,227 ) (1,207 )
Net cash (used in) provided by operating activities (497 ) 3,985
Cash flows from investing activities:
Proceeds from sale of property, plant and equipment 69 227