Item 1A. Risk Factors 6
Item 1B. Unresolved Staff Comments 9
Item 1C. Cybersecurity 9
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 16
Item 8. Financial Statements and Supplementary Data 17
Item 9A. Controls and Procedures 17
Item 9B. Other Information 18
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 18
PART III 19
Item 10. Directors, Executive Officers and Corporate Governance 19
Item 11. Executive Compensation 19
Item 14. Principal Accountant Fees and Services 19
Item 15. Exhibits and Financial Statement Schedules 19
SIGNATURES 21
Cautionary
Note Regarding Forward-Looking Statements
This
Annual Report on Form 10-K (this “Report”) contains “forward-looking statements” within the meaning of the federal
securities laws, which statements are subject to considerable risks and uncertainties. These forward-looking statements are intended
to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements included
or incorporated by reference in this Report, other than statements of historical fact, are forward-looking statements. You can identify
forward-looking statements by the use of words such as “anticipate,” “believe,” “continue” “could,”
“expect,” “intend,” “may,” “will,” or the negative of such terms, or other comparable
terminology. Forward-looking statements also include the assumptions underlying or relating to such statements.
In
particular, forward-looking statements included or incorporated by reference in this Report relate to, among other things: 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; 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; macroeconomic conditions, including the impact of inflation on our results of
operations; changes in, or failure to comply with, government regulations; weather conditions; relationships with customers and suppliers.
Our
forward-looking statements are based on our management’s current assumptions and expectations about future events and trends, which
affect or may affect our business, strategy, operations or financial performance. Although we believe that these forward-looking statements
are based upon reasonable assumptions, they are subject to numerous known and unknown risks and uncertainties and are made in light of
information currently available to us. Our actual financial condition and results could differ materially from those anticipated in these
forward-looking statements as a result of various factors, including those set forth in the section entitled Risk Factors beginning on
page 6 of this Report. You should read this Report with the understanding that our actual future results may be materially different
from and worse than what we expect.
Moreover,
we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management
to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any
factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
Forward-looking
statements speak only as of the date they were made, and, except to the extent required by law or the Nasdaq listing rules, we undertake
no obligation to update or review any forward-looking statement because of new information, future events or other factors.
We
qualify all of our forward-looking statements by these cautionary statements.
PART
I
Item
1. Business
Background
of Business
Bridgford
Foods Corporation (collectively with its subsidiaries, “Bridgford”, the “Company”, “we”, or “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 the sale of our real
property located at 170 N. Green Street in Chicago in June 2022. 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 25 % 26 %
Snack Food Products 75 % 74 %
We
manufacture nearly all of our food products and distribute an extensive line of biscuits, bread dough items, roll dough items, dry sausage
products, salami 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.
During
fiscal year 2025, we shifted toward producing more private label products due to increased consumer demand for more affordable non-branded
productions. We believe that increased demand is due to higher inflation and rising costs for basic needs, driving consumer spending
habits towards more affordable private-label snack foods, including meat product purchases, in order to reduce expenses, Besides our
private label offerings, no other new products have contributed significantly to our revenue growth for the fiscal year 2025. 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.
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 820 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. Another trend within the food service industry is
the growth in the number of non-traditional food service outlets such as convenience stores, retail stores and supermarkets. These non-traditional
locations often lack extensive cooking, storage, or preparation facilities resulting in a need for pre-cooked and prepared foods similar
to those we provide. The expansion in the food service industry has also been accompanied by the continued consolidation and growth of
broadline and specialty food service distributors, many of which are long-standing customers.
Frozen
Food Products – Retail Customers
The
majority of our existing and targeted retail customers are involved in the resale of branded and private label packaged foods. The same
trends which have contributed to the increase in away-from-home meal preparation have fueled 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 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. The Company has shifted away from Company-leased long-haul
vehicles toward less costly transportation methods such as common carriers. In addition to regional sales managers, we maintain a network
of independent food service and retail brokers covering most of the United States. Brokers are compensated on a commission basis. We
believe that our broker relationships, in close cooperation with our regional sales managers, are a valuable asset providing significant
new product distribution channels and customer opportunities. Regional sales managers perform several significant functions, including
identifying and developing new business opportunities, providing customer service, and supporting distributors and end purchasers through
the effective use of our broker network.
Our
annual advertising expenditure is directed towards retail and institutional (foodservice) customers. These customers participate in special
promotional and marketing programs as well as 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 2025, our snack food products division sold approximately 180 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 all 50 states.
Products
produced or distributed by the Snack Food Products segment are supplied to customers through either direct delivery to customer warehouses
or direct-store-delivery to retail locations. We utilize customer managed warehouse distribution centers to lower distribution cost.
Products including high quality private-label products are delivered to the customer’s warehouse which is then distributed to the
store where it is resold to the end consumer. Our direct-store-delivery system focus emphasizes high quality service and supply of our
premium branded products to our customers. We also provide the service of setting up and maintaining the display and restocking our products.
Snack
Food Products — Customers
Our
customers are comprised of large retail chains and smaller “independent” or non-chain operators. This part of our business
is highly competitive. Proper placement of our product lines is critical to selling success since most items could be considered “impulse”
items which are often consumed shortly after purchase. Our ability to sell successfully to this distribution channel depends on aggressive
marketing and maintaining relationships with key buyers.
Snack
Food Products — Sales and Marketing
Snack
food products are distributed across the United States. Regional sales managers perform several significant functions including identifying
and developing new business opportunities and providing customer service and support to our customers. We also utilize the services of
brokers, where appropriate, to support efficient product distribution and customer satisfaction. Bridgford is the primary sponsor for
several professional anglers that compete at the highest level of competitive bass fishing. In addition to our Bridgford Pro Fishing
team, which consists of Pro Anglers from the Bass Master Elites, FLW Tour, and Major League Fishing, we have also made a commitment for
college bass fishing teams, partnering with fours universities in addition to launching our Bridgford Outdoors Ambassador program to
continue to grow and support others who share our passion for the outdoors.
Product
Planning and Research and Development
We
continually monitor consumer acceptance of each product within our extensive product line. Individual products are regularly added to
and deleted from our product line. Historically, the addition or deletion of any individual product has not had a material effect on
our operations at the end of the fiscal year. We believe that a key factor in the success of our products is our system of carefully
targeted research and testing of our products to ensure high quality and that each product matches an identified market opportunity.
The emphasis on new product introductions in the past year has been on private label products and partnerships. We are constantly striving
to develop new products to complement our existing product lines and improve processing techniques and formulas. We utilize an in-house
test kitchen and consultants to research and experiment with unique food preparation methods, improve quality control and analyze new
ingredient mixtures.
Competition
Our
products are sold under highly competitive conditions. All food products can be considered competitive with other food products, but
we consider our principal competitors to include national, regional, and local producers and distributors of refrigerated, frozen and
non-refrigerated snack food products. Several of our competitors include large companies with substantially greater financial and marketing
resources than ours. Existing competitors may broaden their product lines and potential competitors may enter or increase their focus
on our markets, resulting in greater competition for us. We believe that our products compete favorably with those of our competitors.
Such competitors’ products compete against ours for retail shelf space, institutional distribution, and customer preference. Innovation,
high quality and consistency are the major attributes of our products.
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. The Department of Labor’s Occupational Health and Safety Administration (“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,
and the resources we expend to comply with such regulations, have not had a material effect on our business.
Importance
of Key Customers
Sales
to Wal-Mart® comprised 33.5% of revenues in fiscal year 2025 and 8.2% of total accounts receivable was due from Wal-Mart® as
of October 31, 2025. Sales to Wal-Mart® comprised 27.8% of revenues in fiscal year 2024 and 25.4% of total accounts receivable was
due from Wal-Mart® as of November 1, 2024. Sales to Dollar General® comprised 14.2% of revenues in fiscal year 2025 and 28.8%
of total accounts receivable was due from Dollar General® as of October 31, 2025. Sales to Dollar General® comprised 14.2% of
revenues in fiscal year 2024 and 20.2% of total accounts receivable was due from Dollar General® as of November 1, 2024.
Sources
and Availability of Raw Materials
We
purchase large quantities of pork, beef, and flour. These ingredients are generally available from a number of different suppliers although
the availability of these ingredients is subject to seasonal variation. We build ingredient inventories to take advantage of downward
trends in seasonal prices or anticipated supply limitations.
We
purchase bulk flour under short-term fixed price contracts at current market prices. The contracts are usually effective for and settle
within three months or less. We monitor and manage our ingredient costs to help negate volatile daily swings in market prices when possible.
We do not participate in the commodity futures market or hedging to limit commodity exposure.
Employees
We
had 668 employees (649 full-time employees) as of October 31, 2025, approximately 44% of those employment relationships are governed
by collective bargaining agreements. These agreements either “have expired” or “will expire” between June 2025
and February 2028. We believe that our relationship with all of our employees is favorable and that any pending contracts will be settled
favorably.
Availability
of SEC Filings and Code of Conduct on Internet Website
We
maintain a website at www.bridgford.com. Available through the “Investors” link on this website, free of charge, are our
annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments thereto, and reports filed under
Section 16 of the Exchange Act, filed with the Securities and Exchange Commission (the “SEC”). Our Code of Conduct is also
available on the website through the “Governance” link. The information contained on the website is not incorporated by reference
into this filing. Further, our reference to the website URL is intended to be an inactive textual reference only.
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, 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. Outbreaks of disease and other events, which may be beyond our control, could significantly affect
demand for and consumer perception of our food products and result in negative publicity that may have an adverse effect on our ability
to market our products successfully. Product recalls are also 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. Changes in consumer eating habits may also result
in the enactment or amendment of laws and regulations that impact the sourcing, ingredients, and nutritional content of our food products.
Finally, we may be adversely affected by changes in domestic or foreign economic conditions, including tariffs, inflation or deflation,
interest rates, availability of capital markets, consumer spending rates, and energy availability and costs (including fuel surcharges).
We have been experiencing high levels of inflations the past few years, which has had varying impacts on our business. Such prolonged
periods of inflation decrease consumers’ discretionary spending, which negatively impacts our results of operations. 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.
Climate
change and related climate change regulations, including with respect to greenhouse gas effects, may negatively affect our results of
operations.
Climate
change and rising global temperatures may contribute to changing weather patterns, droughts, heavier or more frequent storms and wildfires,
and increased frequency and severity of natural disasters. If such climate change has a negative impact on agricultural productivity,
we may have decreased availability or less favorable pricing for the raw materials necessary for our operations. Increased frequency
or duration of extreme weather conditions could cause disruptions in our operations and supply chain, or impact demand for our products.
Increasing
concern over climate change also may result in additional legal or regulatory requirements designed to manage greenhouse gas emissions,
climate risks, and resulting environmental impacts. If such requirements are enacted, we could experience significant cost increases
in our operations and supply chain.
Further,
such requirements may obligate us to make climate-related disclosures and set goals for reducing our carbon footprint. While we are committed
to mitigating our impact on the environment and managing greenhouse gas emissions, there can be no assurance that we will accomplish
such goals. If we fail to achieve any such goals related to climate change or the related expectations from stakeholders and consumers
are not met, the resulting negative publicity could adversely impact our results of operations in part as a consequence of changes in
consumer preferences for our products.
Fluctuations
in commodity prices and the availability of raw materials could negatively impact our financial results.
We
purchase large quantities of commodity pork, beef, and flour. Historically, market prices for products we process have fluctuated in
response to a number of factors, including changes in the United States government farm support programs, changes in international agricultural
and trading policies, weather, and other conditions during the growing and harvesting seasons. Our operating results are heavily dependent
upon the prices paid for raw materials, as well as the available supply of commodities. Commodity costs have and may continue to fluctuate
due to political and economic conditions, including the ongoing conflicts between Ukraine and Russia, Isreal and Palestine as well as
increased tariffs. 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. If there is a lag between when costs increase and when we are able to increase
selling prices, our profits margins may suffer. 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 two years, the impact
of general price inflation on our financial position and results of operations has 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 failure to comply with such regulations could negatively impact our financial results.
Our
operations are subject to extensive inspection and regulation by the USDA, FDA and by other federal, state, and local authorities regarding
the processing, packaging, storage, transportation, distribution, and labeling of products that are manufactured, produced, and processed
by us. Our processing facilities and products are subject to continuous inspection by the USDA and/or other federal, state, and local
authorities. The USDA has issued strict regulations concerning the control of listeria monocytogenes in ready-to-eat meat and poultry
products and contamination by food borne pathogens such as E. coli and salmonella and implemented a system of regulation known as the
HACCP program. The HACCP program requires all meat and poultry processing plants to develop and implement sanitary operating procedures
and other program requirements. OSHA oversees safety compliance and establishes certain employer responsibilities to help assure safe
and healthful working conditions and keep the workplace free of recognized hazards or practices likely to cause death or serious injury.
We believe that we are currently in compliance with governmental laws and regulations and that we maintain necessary permits and licenses
relating to our operations.
A
failure to obtain or a loss of necessary permits and licenses could delay or prevent us from meeting current product demand and could
adversely affect our operating performance. Furthermore, we are routinely subject to new or modified laws, regulations, and accounting
standards. If found to be out of compliance with applicable laws and regulations in these or other areas, we could be subject to civil
remedies, including fines, injunctions, recalls, or asset seizures, as well as potential criminal sanctions, any of which could have
a significant adverse effect on our financial results.
We
depend on our key management, the loss of which could negatively impact our operations.
Our
executive officers and certain other key employees have been primarily responsible for the development and expansion of our business,
and the loss of the services of one or more of these individuals could adversely affect us. Our success will be dependent in part upon
our continued ability to recruit, motivate, and retain qualified personnel. We cannot assure that we will be successful in this regard.
We have no employment or non-competition agreements with key personnel. However, we have consulting agreements with each of (1) our former
Vice President and current director Allan L. Bridgford Sr., (2) our former Chief Financial Officer and current director Raymond F. Lancy,
(3) our former Director and President of Bridgford Food Processing Corporation Allan Bridgford Jr, (4) our former President and current
director John V. Simmons, and (5) our former President of Dallas-Superior Foods Division Blaine K. Bridgford.
We
depend on our major customers, and any loss of such customers could have a negative impact on our profitability.
Sales
to Wal-Mart® comprised 33.5% of revenues in fiscal year 2025 and 8.2% of total accounts receivable was due from Wal-Mart® as
of October 31, 2025. Sales to Dollar General® comprised 14.2% of revenues in fiscal year 2025 and 28.8% of total accounts
receivable was due from Dollar General® as of October 31, 2025. 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 on our product lines, which could
adversely affect our profitability.
Labor
shortages and increased turnover or increases in employee and employee-related costs could have adverse effects on our profitability.
We
have historically experienced some level of ordinary course of business turnover of employees. A number of factors have had and may continue
to have adverse effects on the labor force available to us, including reduced employment pools, federal unemployment subsidies, and other
government regulations, which include laws and regulations related to workers’ health and safety, wage and hour practices and immigration.
Labor shortages and increased turnover rates within our team members have led to and could in the future lead to increased costs, such
as increased overtime to meet demand and increased wage rates to attract and retain employees and could negatively affect our ability
to efficiently operate our production facilities or otherwise operate at full capacity. An overall or prolonged labor shortage, lack
of skilled labor, increased turnover or labor inflation could have a material adverse impact on our operations, results of operations,
liquidity, or cash flows.
Disputes
with labor unions could have an adverse impact on our operations and financial results.
As
of October 31, 2025, approximately 293 of our employees were covered by collective bargaining agreements. We depend on the availability
of, and good relations with, our teams’ members. If we fail to maintain good relations, we may experience strikes or work stoppages,
which could have a material adverse impact on our operations, results of operations, liquidity, or cash flows.
Our
business and reputation could suffer if we experience security breaches and other disruptions to our information technology infrastructure.
We
are dependent on information technology systems, some of which are managed by third parties, to process, transmit, and store electronic
information and to manage or support a variety of business processes and activities, including distribution, invoicing, and collection
of payment. We also collect and store confidential data from our customers and suppliers in data centers, which are owned by third parties
and maintained on their information technology networks. These complex systems are an important part of ongoing operations. Any failure
of these systems could disrupt our operations and could have a material adverse effect on our business, results of operations, and financial
condition. Further, despite our internal controls and security measures, there can be no assurance that we will be able to evade cyberattacks,
disruptions, or security breaches. We have implemented cyber-security initiatives to mitigate our exposure to these risks, but these
measures may not be adequate Although we have not suffered any significant cyber incidents that resulted in material business impact,
we have from time to time been, and expect to continue to be, the target of malicious cyber threat actors.
With
approximately 80% of our stock beneficially owned by the Bridgford family, there are risks that they can exert significant influence
or control over our corporate matters.
Members
of the Bridgford family beneficially own, in the aggregate, approximately 80% of our outstanding stock. In addition, two members of the
Bridgford family currently serve on the Board of Directors and two members of the Bridgford family serve on the Executive Committee.
As a result, members of the Bridgford family have the ability to exert substantial influence or actual control over our management and
affairs and over substantially all matters requiring action by our shareholders, including amendments to by-laws, election and removal
of directors, any proposed merger, consolidation or sale of all or substantially all of our assets and other corporate transactions.
This concentration of ownership may also delay or prevent a change in control otherwise favored by our other shareholders and could depress
our stock price. Additionally, as a result of the Bridgford family’s significant ownership of the outstanding voting stock, we
have relied on the “controlled company” exemption from certain corporate governance requirements of the NASDAQ stock market.
Therefore, among other things, we have elected not to implement the rule that provides for a nominating committee to identify and recommend
nominees to the Board of Directors and have instead elected to have the full Board of Directors perform such function. However, we have
not elected to rely on the exemption with respect to our compensation committee, which is made up entirely of independent directors and
has sole authority to determine the compensation of our executive officers, including our Chairman of the Board.
We
participate in Multiemployer Pension Plans which could negatively impact our operations and profitability.
We
participate in “multiemployer” pension plans administered by labor unions on behalf of their employees. We make monthly contributions
for healthcare and pension benefit obligations. The contribution amount may change depending upon the ability of participating companies
to fund these pension liabilities as well as the actual and expected returns on pension plan assets. Volatility in the capital markets
or interest rates can impact the market value of plan assets and cause volatility in the net periodic benefit cost and our future funding
requirements. The exact amount of cash contributions made to the pension plans in any year is dependent upon a number of factors, including
minimum funding requirements. In addition, should we withdraw from the union and cease participation in a union plan, federal law could
impose a penalty for additional contributions to the plan. The penalty would be recorded as an expense in the consolidated statements
of operations. The ultimate amount of 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 on 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.
Item
1B. Unresolved Staff Comments
None.
Item
1C. Cybersecurity
We
maintain an information security and cybersecurity program, as well as a cybersecurity governance framework, which are designed to protect
our information systems against operational risks related to cybersecurity.
Cybersecurity
Risk Management and Strategy
We
recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats which include,
among other things, operational risks, intellectual property theft, fraud or extortion, harm to employees or customers, violation of
privacy or security laws and related litigation and legal risk, and reputational risks.
We
have developed and implemented a cybersecurity risk management program overseen by our Audit Committee intended to protect the confidentiality,
integrity, and availability of our critical systems and information, and detect and contain any cybersecurity incidents that impact us.
The program is integrated into our overall risk management systems and processes and includes a cybersecurity risk assessment process
that routinely evaluates potential impacts of cybersecurity risks on our business, including risks from cybersecurity threats associated
with our use of third-party service providers. These assessments inform our cybersecurity risk mitigation strategies. The results are
regularly shared with our information technology committee comprised of our Vice President of Information Technology, our Information
Technology Manager, our President and our Chief Financial Officer (the “IT Steering Committee”) and the Audit Committee of
our Board as part of the committees’ involvement in managing and overseeing cybersecurity risks.
Our
cybersecurity risk management program also includes processes to triage, assess the severity of, escalate, contain, investigate, and
remediate an incident, as well as to comply with potentially applicable legal obligations and mitigate brand and reputational damage.
If a cybersecurity incident is determined to be a potentially material cybersecurity incident, our disclosure controls and procedures
define the steps to determine materiality and disclose such a material cybersecurity incident.
In
addition, we engage an independent third-party provider in connection with our cybersecurity risk management program to monitor cybersecurity
threats and provide certain security measures. We regularly engage with this provider to aid in the identification and remediation of
potential threats. This provider has qualifications that include Microsoft Certified: Security, Compliance, and Identity Fundamentals,
Certified Information Systems Security Professional (CISSP), Certified Hacking Forensic Investigator, Certified Ethical Hacker (CEH)
and Security+.
While
we believe that our business strategy, results of operations or financial condition have not been materially adversely affected by any
cybersecurity incidents, cybersecurity threats are pervasive and, similar to other institutions, we, as well as our employees, customers,
regulators, service providers, and other third parties have experienced a significant increase in information security and cybersecurity
risk in recent years and will likely continue to be the potential target of cyber-attacks. We continue to assess the risks and changes
in the cyber environment and invest in enhancements to our cybersecurity capabilities as deemed necessary to promote advancements in
our cybersecurity capabilities.
Cybersecurity
Governance
Our
cybersecurity risk management program is overseen by the Audit Committee and led by the IT Steering Committee. Our Audit Committee is
responsible for overseeing risks from cybersecurity threats and has the authority to regularly review the adequacy of our cybersecurity,
information and technology security, and data privacy programs, procedures, and policies. Our IT Steering Committee, led by the Vice
President of Information Technology, is primarily responsible for monitoring, assessing, and managing material risks from cybersecurity
threats.
The
Audit Committee regularly receives updates from the IT Steering Committee / management with respect to our efforts to manage data protection,
cybersecurity, and information and technology risks, and assesses the results of reviews from internal audits. Materials presented to
our Audit Committee by our IT Steering Committee include updates on our data security posture, results from internal audit and third-party
assessments, our incident response plan, and certain cybersecurity threat risks or incidents and developments, as well as the steps management
has taken to respond to such risks. The Audit Committee / IT Steering Committee also regularly engages in management on technology risk-related
topics.
Our
processes also allow for our Board and the Audit Committee to be informed of key cybersecurity risks outside the regular reporting schedule.
While the Audit Committee meets periodically, the Audit Committee is authorized to meet with management or individual directors at any
time it deems appropriate to discuss matters relevant to the committee. Our policy is for the Board and the Audit Committee to receive
prompt and timely information regarding any cybersecurity risk (including any incident) that meets reporting thresholds, as well as ongoing
updates regarding any such risk.
Item
2. Properties
We
own the following properties as of October 31, 2025:
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.
We
utilize each of the foregoing properties for processing, warehousing, distributing and administrative purposes. We also lease warehouse
and/or office facilities throughout the United States through month-to-month rental agreements. We believe that our properties are generally
adequate to satisfy our foreseeable needs. Additional properties may be acquired and/or plants expanded if favorable opportunities and
conditions arise.
Item
3. Legal Proceedings
No
material legal proceedings were pending against us as of October 31, 2025, or as of the date of filing 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 15, 2026, there were 1,471 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 2025 and 2024, 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 31, 2025, 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 (dollars in thousands)
Fiscal
Year Ended October 31, 2025 (52 weeks) Compared to Fiscal Year Ended November 1, 2024 (52 weeks)
Net
Sales-Consolidated
Net
sales in fiscal year 2025 increased $7,341 (3.3%) when compared to the prior fiscal year. The changes in net sales were comprised as
follows:
Impact on Net Sales-Consolidated Percent Change (%) Total ($)
Selling price per pound 3.7 9,086
Unit sales volume in pounds -0.5 (1,219 )
Returns activity -0.2 (618 )
Promotional activity 0.3 92
Increase in net sales 3.3 7,341
Net
Sales-Frozen Food Products Segment
Net
sales in the Frozen Food Products segment in fiscal year 2025 decreased $363 (0.6%) 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 2.2 1,447
Unit sales volume in pounds -2.7 (1,790 )
Returns activity - (7 )
Promotional activity -0.1 (13 )
Decrease in net sales -0.6 (363 )
The
slight decrease in net sales of frozen food products in fiscal year 2025 primarily relates to lower unit sales volume in pounds partially
offset by higher selling prices per pound. Institutional frozen food products dollar sales, including sheet dough and rolls, decreased
2.1% resulting in lower net sales compared to last year, which was not fully offset by a retail dollar sales volume increase of 1.8%.
Consumers are purchasing more from retail stores while visits to foodservice establishments have decreased compared to the 2024 fiscal
year. In addition, production of frozen food products was temporarily reduced to accommodate necessary repairs on a spiral freezer that
has since been completed. Returns activity remained consistent compared to the prior fiscal year. Promotional activity was higher as
a percentage of sales and higher in dollars during fiscal year 2025.
Net
Sales-Snack Food Products Segment
Net
sales in the Snack Food Products segment in fiscal year 2025 increased $7,704 (4.7%) 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 4.2 7,639
Unit sales volume in pounds 0.3 571
Returns activity -0.2 (611 )
Promotional activity 0.4 105
Increase in net sales 4.7 7,704
Net
sales of snack food products increased in fiscal year 2025 due to higher selling prices per pound and to a lesser extent higher unit
sales volume in pounds. The weighted average selling price per pound increased compared to fiscal year 2024 due to price increases on
select products with negative or lower margins. We believe demand increased primarily due to a shift in consumer spending habits toward
purchasing less expensive private-label snack foods including meat product purchases in order to reduce their expenses. Returns activity
increased compared to the prior fiscal year. Promotional activity was lower than in fiscal year 2024.
Cost
of Products Sold and Gross Margin-Consolidated
Cost
of products sold from continuing operations increased on a consolidated basis by $19,106 (11.4%) during fiscal year 2025 compared to
the prior fiscal year. The gross margin decreased from 25.2% to 19.3% during fiscal year 2025 compared to the prior fiscal year.