Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ~~[X]~~ ☒ No ~~[ ]~~☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ~~[X]~~ ☒ No ~~[ ]~~☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ~~[ ]~~☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ~~[ ]~~ ☐ No ~~[X]~~ ☒

As of ~~May 28, 2021,~~June 3, 2022, the registrant had 9,076,832 shares of common stock outstanding.

References to “Bridgford Foods” or the “Company” contained in this Quarterly Report on Form 10-Q (this “Report”) refer to Bridgford Foods Corporation.

Items 1 and 2 through 45 of Part II have been omitted because they are not applicable with respect to the Company and/or the current reporting period.

See accompanying notes to ~~condensed consolidated financial statements.~~Condensed Consolidated Financial Statements.

The unaudited ~~condensed consolidated financial statements~~Condensed Consolidated Financial Statements of Bridgford Foods Corporation (the “Company”, “we”, “our”, “us”) for the twelve and twenty-four weeks ended April ~~16, 2021~~15, 2022 and April ~~17, 2020~~16, 2021 have been prepared in ~~conformity~~accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the ~~accounting principles described in the Company’s Annual Report on~~instructions to Form ~~10-K~~10-Q and ~~Form 10-K/A for the fiscal year ended October 30, 2020 (the “Annual Report”)~~Article 8 of Regulation S-X, and include all adjustments considered necessary by management for a fair presentation of the interim periods. This Report should be read in conjunction with the Annual ~~Report.~~Report on Form 10-K for the fiscal year ended October 29, 2021 (the “Annual Report”). Due to seasonality and other factors, interim results are not necessarily indicative of the results for the full year. Recent accounting pronouncements and their effect on the Company are discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Report.

We have considered the impact of federal, state, and local government actions related to the ~~global novel coronavirus~~COVID-19 pandemic ~~(“COVID-19” or “pandemic”)~~ on our ~~condensed consolidated financial statements.~~Consolidated Financial Statements. The business disruptions associated with the pandemic had a significant negative impact on our ~~consolidated condensed financial statements~~Consolidated Financial Statements for the ~~twenty-four-week period~~fiscal year ended October 29, 2021 and minimal impact during the twelve and twenty-four weeks ended April 16, 2021. Due to restrictions associated with the pandemic, consumers went out less and consumed more food at home purchasing lower-margin items like groceries from essential stores that remained open during the health crisis. The Company’s sales increased as a result of strong consumer demand for food items during the twenty-four-week period ended April 16, 2021.15, 2022. We expect these events to have future business impacts, the extent of which is uncertain and largely subject to whether the severity ~~worsens, or the duration of current business shutdowns continue.~~worsens. These impacts could include but may not be limited to risks and uncertainty related to shifts in demand between sales channels, market volatility, constraints in our supply chain, our ability to operate production facilities and worker availability. These unknowns may subject the Company to future risks related to long-lived asset impairments, increased reserves for uncollectible accounts, ~~the~~ price and availability of ingredients and raw materials used in our products and adjustments to reflect the market value of our inventory.

The October ~~30, 2020~~29, 2021, balance sheet amounts within these interim ~~condensed consolidated financial statements~~Condensed Consolidated Financial Statements were derived from the audited fiscal year ~~2020~~2021 financial statements included in the Annual Report.

The preparation of ~~condensed consolidated financial statements~~Condensed Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported revenues and expenses during the reporting periods. Some of the estimates needed to be made by management include the allowance for doubtful accounts, promotional and returns allowances, inventory reserves, the estimated useful lives of property, plant and equipment, and the valuation allowance for the Company’s deferred tax assets. Actual results could materially differ from these 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 which vary from our current estimates. Market conditions and the volatility in stock markets may cause significant changes in the measurement of our pension fund liabilities and the performance of our life insurance policies in future periods.

Financial instruments that subject the Company to credit risk consist primarily of cash and cash equivalents, accounts receivable, accounts payable, accrued payroll, ~~advertising and other expenses~~ and notes payable. The carrying amount of these instruments approximate fair market value due to their short-term maturity or market interest rates. ~~As of April 16, 2021,~~At times, the Company had accounts held with nationally recognized financial institutions in excess of the Federal Deposit Insurance Corporation insurance coverage limit. As of April 15, 2022, the Company did not have a book overdraft. When applicable, book overdrafts are recorded as a liability in accounts payable on the Condensed Consolidated Balance Sheet. The Company has not experienced any losses in these accounts and believes it is not exposed to any significant credit risk with regard to its cash and cash equivalents. The Company grants payment terms to a significant number of customers that are diversified over a wide geographic area. The Company monitors the payment histories of its customers and maintains an allowance for doubtful accounts which is reviewed for adequacy on a quarterly basis. The Company does not require collateral from its customers.

Comprehensive income or loss consists of net income and additional minimum pension liability adjustments. There were no differences between net income (loss) and comprehensive income (loss) during the twelve and twenty-four weeks ended April ~~16, 2021~~15, 2022, or April ~~17, 2020.~~16, 2021.

The table below shows customers that accounted for more than 20% of consolidated accounts receivable (“AR”) or 10% of consolidated sales for the twenty-four weeks ended April 15, 2022, and April 16, 2021, ~~and April 17, 2020,~~ respectively.

Wal-Mart ⁽¹⁾ Dollar General
Sales AR Sales AR
April 16, 2021 37.6 % 5.7 % 14.0 % 13.5 %
April 17, 2020 37.7 % 35.5 % 12.7 % 24.4 %

* = No other customerThe table below shows customers that accounted for more than 20% of ARconsolidated accounts receivable or 10% of consolidated sales for the ~~twenty-four~~twelve weeks ended April ~~16, 2021 or the twenty-four weeks ended April 17, 2020.~~

~~(1) = Wal-Mart accounts receivable represented a lower percentage of sales as of~~15, 2022, and April 16, 2021, ~~due to accelerated payments on outstanding accounts receivable.~~respectively.

	Walmart ⁽¹⁾						Dollar General
	Sales			AR			Sales			AR
April 15, 2022		30.5	%		4.4	%		19.6	%		38.1	%
April 16, 2021		38.7	%		5.7	%		14.2	%		13.5	%

7(1)	Walmart accounts receivable represented a lower percentage of 27sales as of April 15, 2022, due to accelerated payments on outstanding accounts receivable.

Revenues are recognized in accordance with Accounting Standards Codification (“ASC”) Topic 606 – Contracts with Customers upon passage of title to the customer, typically upon product pick-up, shipment, or delivery to customers. Products are delivered to customers primarily through our own long-haul fleet, common carrier, or through a ~~Company owned~~Company-owned direct store delivery system.

The Company recognizes revenue for the sale of the product at the point in time when our performance obligation has been satisfied and control of the product has transferred to our customer, which generally occurs upon shipment, pickup or delivery to a customer based on terms of the sale. Contracts with customers are typically short-term in nature with completion of a single performance obligation. Product is sold to foodservice, retail, institutional and other distribution channels. Shipping and handling that occurs after the customer has obtained control of the product is recorded as a fulfillment cost rather than an additional performance obligation. Costs paid to third party brokers to obtain contracts are recognized as part of selling expenses. Other sundry items in context of the contract are also recognized as selling expense. Any taxes collected on behalf of the government are excluded from net revenue.

We record revenue at the transaction price which is measured as the amount of consideration we anticipate ~~to receive~~receiving in exchange for providing product to our customers. Revenue is recognized as the net amount estimated to be received after deducting estimated or known amounts including variable consideration for discounts, trade allowances, consumer incentives, coupons, volume-based incentives, cooperative advertising, product returns and other such programs. Promotional allowances, including customer incentive and trade promotion activities, are recorded as a reduction to sales based on amounts estimated being due to customers, based primarily on historical utilization and redemption rates. Estimates are reviewed regularly until incentives or product returns are realized and the result of any such adjustments are known. Promotional allowances deducted from sales for the twelve weeks ended April 15, 2022, and April 16, 2021 were $3,862 and $3,191, respectively. Promotional allowances deducted from sales for the twenty-four weeks ended April 15, 2022, and April 16, 2021 were $7,366 and $6,273, respectively.

Leases are recognized in accordance with Accounting Standards Update (“ASU”) 2016-02 Leases (“ASC ~~Topic 842, Leases~~842”) which requires a lessee to recognize assets and liabilities with lease terms of more than 12twelve months. We lease or rent property for such operations as storing inventory ~~packaging, or processing product~~ and ~~renting~~ equipment. We analyze our agreements to evaluate whether or not a lease exists by determining what assets exist for which we control usage for a period of time in exchange for consideration. In the event a lease exists, we classify it as a finance or operating lease and record a right-of-use (“ROU”) asset and the corresponding lease liability at the inception of the lease. In the case of month-to-month lease or rental agreements with terms of 12twelve months or less, we made an accounting policy election to not recognize lease assets and liabilities and ~~instead to~~ record them on a straight-line basis over the lease term. The storage units rented on a month-to-month basis for use by our Snack Food ~~Products~~Product segment direct store delivery route system are not costly to relocate and contain no significant leasehold improvements noor degree of integration over leased ~~assets, orders~~assets. Orders can be fulfilled by another route storage unit ~~interchangeably, no~~interchangeably. No specialized assets exist ~~market~~in the rental storage units. Market price is paid for storage ~~units and there is no~~units. No guarantee of ~~debt.~~debt is made.

Finance and ROU lease assets are recorded within property, plant and equipment, net of accumulated depreciation and ~~amortization in the accompanying condensed consolidated balance sheets.~~amortization. The Company’s ~~lease~~leases of long-haul trucks used in its Frozen Food Products segment ~~qualifies~~qualify as a finance ~~lease.~~leases. Finance lease liabilities are recorded ~~as a separate line item on~~under other liabilities, the ~~condensed~~ consolidated balance sheets reflecting both the current and long-term obligation. The classification as a finance or operating lease determines whether the recognition, measurement and presentation of expenses and cash flows are considered operating or financing.

Certain financial statement reclassifications have been recorded in ~~2020~~2021 to conform to the current year presentation of operating ~~(loss)~~ income and income ~~(loss)~~ before taxes.

Management has evaluated events subsequent to April ~~16, 2021~~15, 2022, through the date that the accompanying ~~condensed consolidated financial statements~~Condensed Consolidated Financial Statements were filed with the Securities and Exchange Commission for transactions and other events which may require adjustments of and/or disclosure in such financial statements.

As previously reported, on March 16, 2020, Bridgford Food Processing Corporation (“BFPC”), a wholly-owned subsidiary of the Company, entered into a Purchase and Sale Agreement with CRG Acquisition, LLC (“CRG”), pursuantFor further information regarding subsequent events, please refer to which BFPC agreed to sell to CRG, pursuant to the terms and conditions set forth in the CRG Purchase Agreement, a parcel of land including an approximate 156,000 square foot four-story industrial food processing building located at 170 N. Green Street in Chicago, Illinois (the “Property”). The purchase price for the Property is $60,000 subject to a due diligence period and certain closing adjustments and prorations, and is conditioned upon, among other customary closing conditions, CRG receiving zoning and other governmental approvals necessary for the construction and development of a mixed-use project on the Property in accordance with certain development plans to be approved by the City of Chicago. The cost basis of the Property was insignificant.Note 7 – Subsequent Events.

On April 28, 2021, the Company executed the sixth amendment to the CRG Purchase Agreement, dated as of April 28, 2021 of the CRG Purchase Agreement. Under the original terms and conditions of the CRG Purchase Agreement, the closing of the sale of the Property to CRG would occur on the date that is thirty (30) days after CRG’s receipt of the necessary zoning approvals, but in any event no earlier than October 31, 2020 and no later than March 31, 2021. The first amendment dated as of April 10, 2020 extended the inspection period to June 1, 2020. The second amendment dated as of June 1, 2020 extended the inspection period to July 31, 2020, zoning period to February 1, 2021 and closing date to February 5, 2021. The third amendment dated July 31, 2020 further extended the inspection period to October 31, 2020, zoning period to April 30, 2021 and closing date to May 6, 2021. The fourth amendment dated November 2, 2020 further extended the inspection period to February 1, 2021, the zoning period to August 2, 2021 and closing date to August 31, 2021. The fifth amendment dated February 1, 2021 further extended the inspection period to May 1, 2021, the zoning period to November 1, 2021 and closing date to December 1, 2021. The sixth amendment dated April 28, 2021 further extended the inspection period to July 30, 2021, the zoning period to February 1, 2022 and closing date to March 1, 2022. The escrow account for the transaction has received $1,650 in earnest money deposits through April 16, 2021. We have received a total of $750 in total which is non-refundable earnest money through April 16, 2021 which is thus not part of restricted cash. An additional $100 of non-refundable earnest money had been received as of May 3, 2021, bringing that total to $850. The total amount of earnest money deposited in the escrow account since the inception of the CRG Purchase Agreement increased to $1,650 as of April 16, 2021.

On February 15, 2021, our line of credit with Wells Fargo Bank, N.A. was increased to $15,000 with an unused commitment fee of 0.25% of the available loan amount. The amended line of credit expires March 1, 2022. Under the terms of this line of credit, we may borrow up to $15,000 at an interest rate equal to the bank’s prime rate or LIBOR plus 2.0%. The Company borrowed $2,000 under this line of credit during the first quarter of fiscal 2021 and had $2,000 borrowings outstanding as of April 16, 2021. The Company borrowed an additional $2,000 under this line of credit on April 27, 2021. The line of credit contains various covenants, the more significant of which require us to maintain a minimum tangible net worth, a minimum quick ratio and a fixed charge coverage ratio. The Company was in compliance with all covenants as of April 16, 2021.

Based on Management’s review, no other material events were identified that require adjustment to the financial statements or additional disclosure.

~~(Loss)~~Basic earnings per share are calculated based on the weighted average number of shares outstanding for all periods presented. No stock options, warrants, or other potentially dilutive convertible securities were outstanding as of April ~~16, 2021~~15, 2022, or April ~~17, 2020.~~16, 2021.

Inventories are valued at the lower of cost (which approximates actual cost on a first-in, first-out basis) or net realizable value. Inventories include the cost of raw materials, labor, and manufacturing overhead. We regularly review inventory quantities on hand and write down any excess or obsolete inventories to net realizable value. An inventory reserve is created when potentially slow-moving or obsolete inventories are identified in order to reflect the appropriate inventory value. Changes in economic conditions, production requirements, and lower than expected customer demand could result in additional obsolete or slow-moving inventory that cannot be sold or must be sold at reduced prices and could result in additional reserve provisions. We reduced our net realizable value reserve by $2,159 during the twenty-four weeks ended April 15, 2022, to recognize inventory sell through of products already reserved in inventory as of year-end October 29, 2021. We maintain a net realizable reserve of $194 as of April 15, 2022, and $2,353 as of October 29, 2021, on products in inventory after determining that the market value on some meat products could not cover the costs associated with completion and sale of the product.

The Company leases warehouse and/or office facilities throughout the United States ~~under~~through month-to-month rental agreements. In the case of month-to-month lease or rental agreements with terms of 12 months or less, the Company made an accounting policy election to not recognize lease assets and ~~instead to~~ liabilities and record them on a straight-line basis over the lease term. For further information regarding our lease accounting policy, please refer to Note 1 – Summary of Significant Accounting Policies — Leases.

The Company leases three long-haul trucks received during fiscal year 2019. The six-year leases for these trucks expire in 2025. Amortization of equipment as a finance lease was $37 during the twenty-four weeks ended April 15, 2022. The Company leased one long-haul truck for $40 received during fiscal year 2021, and that lease term is two years.

The Company performed a detailed analysis and determined that the only indication of a long-term lease in addition to transportation leases for long-haul trucks was the warehouse lease with Hogshed Ventures, LLC. A right-of-use asset and corresponding liability for warehouse storage space was recorded ~~in the amount of $1,091~~ for ~~the Company’s lease with~~$494 for Hogshed Ventures, LLC for ~~property located at~~ 40th Street in Chicago, Illinois, as of ~~October 30, 2020.~~ April 15, 2022. We lease this space under a non-cancelable operating lease. This lease does not have significant rent escalation holidays, concessions, leasehold improvement incentives or other build-out clauses. Further this lease does not contain contingent rent ~~provisions.~~provisions. This lease terminates on June 30, ~~2023.~~2023. This lease includes both lease (e.g., fixed rent) and non-lease components (e.g., real estate taxes, insurance, common-area and other maintenance costs). The non-lease components are deemed to be executory costs and are included in the minimum lease payments used to determine the present value of the operating lease obligation and related right-of-use asset.

~~The Hogshed~~This lease does not provide an implicit rate and we estimated our incremental interest rate to be approximately ~~1.6%~~1.6%. We used our estimated incremental borrowing rate and other information available at the lease commencement date in determining the present value of the lease payments.

The following is a schedule by years of future minimum lease payments for transportation leases and right-of-use assets:

~~(a) Minimum payments exclude contingent rentals based on actual mileage and adjustments of rental payments based on the Consumer Price Index.~~

~~(b) Amount necessary to reduce net minimum lease payments to present value calculated at the Company’s incremental borrowing rate at the inception of the leases.~~

(c) Reflected in Part I. Financial Information Item 1. a. condensed consolidated balance sheets as current and noncurrent obligations under capital leases of $151 and $254, and right-of-use assets of $393 and $519, respectively as of April 16, 2021.

The Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters is not expected to have a material adverse effect on the Company’s consolidated financial position or results of operations.

Most flour purchases are made at market price with contracts. However, the Company may purchase bulk flour at current market prices under short-term (30 - 120 days) fixed price contracts during the normal course of business. Under these arrangements, the Company is obligated to purchase specific quantities at fixed prices, within the specified contract period. These contracts provide for potential price increases if agreed quantities are not purchased within the specified contract period. The contracts are not material. These contracts are typically settled within a month’s time and no significant contracts remain open at the close of the quarterly or annual reporting period. No significant contracts remained unfulfilled on April ~~16, 2021.~~15, 2022. The Company does not participate in the commodity futures market or hedging to limit commodity exposure.

The Company has ~~two~~2 reportable operating segments: Frozen Food Products (the processing and distribution of frozen food products) and Snack Food Products (the processing and distribution of meat and other convenience foods).

We evaluate each segment’s performance based on revenues and operating income. Selling, general and administrative (“SG&A”) expenses include corporate accounting, information systems, human resource management and marketing, which are managed at the corporate level. These activities are allocated to each operating segment based on revenues and/or actual usage. Assets managed at the corporate level are not attributable to each operating segment and thus have been included as “other” in the accompanying segment information.

The following segment information is presented for the twelve weeks ended April 15, 2022, and April 16, 2021, ~~and April 17, 2020.~~respectively.

The following segment information is presented for the twenty-four weeks ended April 15, 2022, and April 16, 2021, ~~and April 17, 2020.~~respectively.

The following information further disaggregates our sales to customers by major distribution channel and customer type for the twelve weeks ended April 15, 2022, and April 16, 2021, ~~and~~respectively.

~~The following information further disaggregates our sales to customers by major distribution channel and customer type for the twenty-four weeks ended April 16, 2021 and April 17, 2020, respectively.~~

~~(a) Includes sales to food retailers, such as grocery retailers, warehouse club stores, and internet-based retailers.~~

(b) Includes sales to foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, convenience stores, healthcare facilities and the military.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in response to the ~~COVID19~~COVID-19 pandemic. The CARES Act, among other things, permits ~~NOL~~net operating loss (“NOL”) carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before January ~~01, 2021.~~1, 2021. In addition, the CARES Act allows NOLs incurred in taxable years beginning after December 31, 2017, and before January ~~01,~~1, 2021 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income ~~taxes~~taxes. The Company has filed a federal income tax return for tax year 2018 and 2019 (fiscal year ~~2019)~~2019 and 2020) and carried back a taxable loss of ~~$9,900~~$34,405 to tax years 2013 (fiscal 2014), 2014 (fiscal year 2015) ~~and~~, 2015 (fiscal year 2016). Furthermore, the Company generated taxable loss of $24,505 for tax year 2019 (fiscal year 2020) which can be carried back to remaining taxable income of tax year 2015 (fiscal year 2016) and taxable income of tax years, 2016 (fiscal year 2017) and 2018 (fiscal year 2019).

On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was signed into law. Among other significant changes, the Tax Act reduced the corporate federal income tax rate from 35% to ~~21%~~21%. The carryback of NOLs from tax years 2018 and 2019 under the CARES Act to pre-Tax Act years generated an income tax benefit due to the differential in income tax rates which was recorded in fiscal year ~~2020.~~2020.

The Company’s effective tax rate was ~~19.7%~~32.7% and ~~164.1%~~23.2% for the second quarter of fiscal ~~2021~~2022 and ~~2020,~~2021, respectively. The effective tax rate for the second quarter of fiscal year ~~2021~~2022 was impacted by such items as non-deductible meals and entertainment, non-taxable gains and losses on life insurance policies and state income taxes.

As of April ~~16, 2021,~~15, 2022, the Company has a federal ~~net operating loss~~NOL carry forward of approximately ~~$2,818~~$10,336 and ~~$4,233~~ state ~~net operating loss~~NOL carry forwards of approximately ~~$4,233~~$8,109.

Our federal income tax returns are open to audit under the statute of limitations for the fiscal years ~~2017~~2018 through ~~2019.~~2020. We are subject to income tax in California and various other state taxing jurisdictions. Our state income tax returns are open to audit under the statute of limitations for the fiscal years ~~2016~~2017 through ~~2019.~~2020.

Note 6 – Equipment Notes Payable and Financial ~~Arrangements:~~Arrangements:

We maintain a line of credit with Wells Fargo Bank, N.A. that extends ~~through~~ to March 1, ~~2022. Under~~2023. As of year-end October 29, 2021, under the terms of this line of credit, we ~~may~~could borrow up to ~~$15,000~~$15,000 at an interest rate equal to the bank’s prime rate or LIBOR plus ~~2.0%~~2.0%. The line of credit has an unused commitment fee of ~~0.25%~~0.25% of the available loan amount. The line of credit is presented under non-current liabilities in the consolidated balance sheets. On December 1, 2021, Wells Fargo Bank, N.A. expanded our line of credit to $25,000 through June 15, 2022, upon which the credit limit will return to $15,000 for the balance of the term. Under the terms of this expanded line of credit, we may borrow up to $25,000 at an interest rate equal to the bank’s prime rate or secured overnight financing rate (“SOFR”) plus 2.0%. The former benchmark interest rate of LIBOR for our line of credit has been transitioned to SOFR which could impact the cost of credit and alter the value of debt and loans. We borrowed ~~$2,000~~$2,000 under this line of credit on December 2, 2020, ~~which remains outstanding~~$2,000 on April 27, 2021, $2,000 on July 1, 2021, $3,000 on July 19, 2021, $3,000 on October 15, 2021, $2,000 on November 1, 2021, $2,000 on December 16, 2021 and $2,000 on January 24, 2022, for a combined total of $18,000 as of April 16, 2021. We borrowed an additional $2,000 under this line of credit on April 27, 2021. The line of credit is presented under the current portion of non-current liabilities in the Condensed Consolidated Balance Sheets. The line of credit contains various covenants, the more significant of which require us to maintain a minimum tangible net worth, a minimum quick ratio, and a fixed charge coverage ratio. The Company was in compliance with all covenants as of April 16, 2021.15, 2022.

On December 26, 2018, we entered into a master collateral loan and security agreement with Wells Fargo Bank, N.A. (the “Original Wells Fargo Loan Agreement”) for up to ~~$15,000~~$15,000 in equipment financing which was amended and expanded as detailed below. We subsequently entered into additional master collateral loan and security agreements with Wells Fargo Bank, N.A. on each ofof; April 18, 2019, December 19, 2019, March 5, 2020, and April 17, 2020 ~~(collectively the~~(the Original Wells Fargo Loan Agreement and the subsequent agreements collectively referred to as the “Wells Fargo Loan Agreements”). Pursuant to the Wells Fargo Loan Agreements, we ~~borrowed~~owe the amounts as stated in the table below.

On August 30, 2021, we entered into a loan commitment note for a bridge loan of up to $25,000 which we plan to use to pay off the existing equipment loans as they come out of the lock out period and may be prepaid (dates detailed in the table below). The outstanding principal balances of the bridge loan shall be due and payable in full on the earlier of the following ~~amounts.~~dates (1) August 31, 2023 or (2) one Federal Reserve business day after the closing of the transactions contemplated under the CRG Purchase Agreement. As of April 15, 2022, we prepaid $18,651 in equipment loans (equipment loans 4.13%, 3.98%, 3.70% and 3.29% in the table below) utilizing proceeds from the new bridge loan. The Company evaluated the exchange under ASC 470 and determined that the exchange should be treated as a debt modification prospectively. The Company accounted for this transaction as a debt modification and did not incur any gain or loss relating to the modification. The debt modification did not meet the greater than ten percent test and was deemed not substantial.

The following table reflects major components of our line of credit and borrowing agreements as of April 15, 2022 and October 29, 2021, respectively.

On June 2, 2022, we prepaid our outstanding balance under the bridge loan and terminated the loan commitment note and plan to repay the outstanding balance under our revolving credit facility, which facility continues in effect per its terms to March 1, 2023. Refer to Note 7 - Subsequent Events for further information.

The Wells Fargo Loan Agreements collectively contain various affirmative and negative covenants that limit the use of funds and define other provisions of the loan. The main financial covenants are listed below:

As of April 15, 2022, the Company was in compliance with all covenants under the Wells Fargo Loan Agreements.

On May 16, 2022, the Company received a $575 payment of income tax receivable from the IRS.

On June 1, 2022, Bridgford Food Processing Corporation, a California corporation and a wholly-owned subsidiary of the Company (“BFPC”), and CRG Acquisition, LLC (“CRG”), completed the real estate transaction (the “Sale Transaction”) set forth in the Purchase and Sale Agreement dated March 16, 2020 (as amended to date, the “CRG Purchase Agreement”). Pursuant to the terms of the CRG Purchase Agreement, CRG acquired a parcel of land from BFPC including an approximate 156,000 square foot four-story industrial food processing building located at 170 N. Green Street in Chicago, Illinois. The purchase price for the Sale Transaction was $60,000, less $2,100 previously received by BFPC as non-refundable earnest money, and subject to certain closing adjustments as set forth in the CRG Purchase Agreement. In connection with the closing of the Sale Transaction, BFPC paid an aggregate of $1,200 in broker commissions, including $300 to KR6, Inc., an entity controlled by Keith Ross (a member of the Company’s Board of Directors). BFPC used approximately $19,000 of the Sale Transaction proceeds to repay and terminate the bridge loan commitment note dated August 30, 2021 with Wells Fargo Bank, N.A. and plans to use approximately $18,000 of such proceeds to repay the outstanding balance under our revolving credit facility with Wells Fargo Bank, N.A., which revolver line continues in effect per its terms to March 1, 2023.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Certain statements ~~under “Management’s Discussion~~included within in this Report, and ~~Analysis of Financial Condition~~the information and ~~Results of Operations” and elsewhere in~~documents incorporated by reference with this Report, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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 other than statements of historical fact included in this Report or incorporated by reference into this Report are forward-looking statements. These statements include, among other things, any predictions of earnings, revenues, expenses or other financial items; plans or expectations with respect to our business strategy; statements concerning industry trends; statements regarding anticipated demand for our products, or the products of our competitors; statements relating to manufacturing forecasts; statements relating to forecasts of our liquidity position or available cash resources; statements regarding the anticipated impact of the global novel coronavirus (“COVID-19”) ~~pandemic~~pandemic; statements regarding operational challenges, including as a result of global supply chain disruptions and labor shortages; statements regarding inflationary pressures and the resulting impact on our results of operations; statements regarding new regulations related to federal income tax and the impact on our financial statements and cash flow; statements regarding the impact of the adoption of recent accounting pronouncements on our business; and statements relating to the assumptions underlying any of the foregoing. Throughout this Report, we have attempted to identify forward-looking statements by using words such as “may,” “believe,” “will,” “could,” “project,” “anticipate,” “expect,” “estimate,” “should,” “continue,” “potential,” “plan,” “forecasts,” “goal,” “seek,” “intend,” other forms of these words or similar words or expressions or the negative thereof (although not all forward-looking statements contain these words).

Such forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause ~~the~~our actual results, performance, or achievements ~~of Bridgford Foods Corporation~~ to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: general economic and business conditions; the impact of the COVID-19 ~~pandemic;~~pandemic on our production facilities, supply chain, consumer demand, and cost of products sold, the impact of competitive products and pricing; success of operating initiatives; development and operating costs; advertising and promotional efforts; adverse publicity; acceptance of new product offerings; consumer trial and frequency; changes in business strategy or development plans; availability, terms and deployment of capital; availability of qualified personnel; commodity, labor, and employee benefit costs; changes in, or failure to comply with, government regulations; weather conditions; construction schedules; and other factors referenced in this Report as well as in our other filings with the Securities and Exchange Commission (the “SEC”). In addition, actual results may differ as a result of additional risks and uncertainties of which we are currently unaware or which we do not currently view as material to our business. We have based our forward-looking statements on our current expectations and projections about trends affecting our business and industry and other future events. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. Assumptions relating to budgeting, marketing, and other management decisions are subjective in many respects and thus susceptible to interpretations and periodic revisions based on actual experience and business developments, the impact of which may cause us to alter our marketing, capital expenditure or other budgets, which may in turn affect our business, financial position, results of operations and cash flows. The reader is therefore cautioned not to place undue reliance on forward-looking statements contained herein and to consider other risks detailed more fully in our Annual Report on Form 10-K ~~and Form 10-K/A~~ for the fiscal year ended October ~~30, 2020~~29, 2021 (the “Annual Report”) as well as our other filings with the SEC with the understanding that our future results may be materially different from what we currently expect. The forward-looking statements we make speak only as of the date on which they are made. We expressly disclaim any intent or obligation to update any forward-looking statements after the date hereof to conform such statements to actual results or to changes in our opinions or expectations. If we do update or correct any forward-looking statements, readers should not conclude that we will make additional updates or corrections.

We are monitoring and responding to the evolving nature of state and local government actions related to the COVID-19 pandemic and its impact on each of our production plant locations ~~as well as~~and our customer base. We coordinate with our local managers for the primary purpose of maintaining the health and safety of our team members, ensuring our ability to operate our processing facilities, and maintaining the liquidity of our business. We continue to experience multiple challenges related to the pandemic. These challenges may continue to increase our operating costs and negatively impact our sales volumes.

Operationally, we have faced temporary idling of production facilities to ensure team member safety. As a result, we have experienced lower levels of productivity and higher costs of production. This will likely continue at least for the short term until the effects of the pandemic diminish. Both of our business segments have experienced a shift in demand from foodservice to retail. In our Frozen Food Products segment, the volume increases in retail have not been sufficient to offset the losses in foodservice and as a result, we expect decreased volume for the remainder of fiscal 2021 in this segment. During the second quarter of fiscal year ~~2021,~~2022, the Frozen Food Products segment has ~~seen~~continued to see a lessening of pandemic related restrictions on food service venues. In our Frozen Food Products segment, the recent sales volume increases in foodservice have been sufficient to offset the losses in retail and as a result, we experienced increased unit sales volume during fiscal year 2022 to date in this segment. Our Snack Food Products segment has experienced ~~significant volume increases and~~continued commodity cost increases caused in part by supply and demand constraints related to reopening the economy from pandemic restrictions. ~~Due to extremely high~~The cost of significant meat ~~commodity costs, we currently do not expect that we will be profitable for~~commodities increased approximately $3,652 and the ~~remainder~~cost of purchased flour increased approximately $290 during the second twelve weeks of fiscal ~~2021 on a consolidated basis.~~year 2022 compared to the same period in fiscal year 2021.

● Team Members – The health and safety of our team members is our top priority. To protect our team members, we have implemented safety measures recommended by the Centers for Disease Control and Prevention ~~(“CDC”)~~ and the Occupational Safety and Health Administration ~~(“OSHA”)~~ in our facilities and have implemented social distancing, temperature checks of team members, ~~increasing~~increased efforts to deep clean and sanitize facilities, the use of protective face coverings in certain environments, and making protective face coverings and other protective equipment available to team members. We encourage team members who feel sick to stay at home and provide relaxed attendance policies in some instances. We continue to explore and implement additional ways to promote social distancing in our production facilities by creating additional breakroom space and allowing extra time between shifts to reduce interaction of team members, as well as erecting dividers between workstations or increasing the space between workers on the production floor. ~~We encourage team members to get vaccinated as the phases of the vaccine distribution rollout in various states across the country expand to include food and agriculture.~~

● Customers and Production – The most significant impact from business shutdowns relates to channel shifts and lower production in our Frozen Food Products segment. We are committed to doing our best to ensure the continuity of our business and the availability of our products to customers. WeSince the second quarter of fiscal 2021, we have ~~seen~~continued to see a shift in demand from our ~~foodservice~~retail to our ~~retail~~foodservice sales channels as schools and in-dining restaurants ~~have closed~~reopened across the country. Our production capabilities, including our large scale and geographic proximities, allow us to adapt some of our facilities to the changing demand by shifting certain amounts of production from ~~foodservice~~retail to ~~retail. Not all of our facilities can be modified and as a result we expect a net negative impact on our foodservice volumes for the remainder of fiscal year 2021.~~foodservice. In addition, our production facilities ~~are experiencing~~have experienced varying levels of production impacts, including reduced volumes and worker absenteeism, and ~~temporary COVID-19-related closures at some of our production facilities. Additionally,~~ we ~~are anticipating the temporary idling of certain production lines that service the foodservice channel as we balance the shifting demand between foodservice and retail sales channels.~~may continue to experience these impacts.

● Supply Chain – Our supply chain has stayed largely intact. Although we have experienced some minor disruptions, these events have not significantly impacted our production to date. We have experienced volatility in commodity inputs, in part due to impacts caused by COVID-19 related business disruptions, and we expect this volatility to continue, which may impact our future input costs. Commodity costs increased approximately ~~$2,801 in~~$3,942 during the ~~first twenty-four weeks~~second quarter of fiscal ~~2021~~year 2022 compared to the same ~~period last year.~~quarter in fiscal year 2021.

● Insurance and CARES Act – Although we maintain insurance policies for various risks, we believe most COVID-19 impacts will not be covered by these policies. On March 27, 2020, ~~President Trump signed into law~~ the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferral of the employer portion of social security payments, and expanded income tax net operating loss carryback provisions. While we continue to examine the potential impacts of these actions, we anticipate new regulations related to federal income tax will have a significant impact on our financial statements and cash flow. Late in the second quarter of fiscal 2020 we began implementing the deferral of the employer portion of social security payments and intend to continue this deferral for the duration of its availability which will have a favorable impact on short-term liquidity. The remaining deferral amount as of April ~~16, 2021~~15, 2022, is approximately ~~$1,511 with 50%~~$758 due on December 31, ~~2021 and the remaining amount due on December 31,~~ 2022.

● Liquidity – Operations provided ~~$1,531~~$2,273 in operating cash flows during the ~~twenty-four weeks~~twenty-four-weeks ended April ~~16, 2021.~~15, 2022. As of that date, we had approximately ~~$33,424~~$50,246 of net working capital and ~~$13,000~~$7,000 available under our expanded revolving line of ~~credit.~~credit with Wells Fargo Bank, N.A. On December 1, 2021, we expanded the revolving line of credit to $25,000 until June 15, 2022, upon which the credit limit will return to $15,000 for the balance of the term. Commodity price volatility or increases could adversely impact our business, financial condition including liquidity, and results of operations. Despite higher commodity costs, we may not be able to increase our product prices in a timely manner or sufficiently to offset increased commodity costs due to consumer price sensitivity, pricing in relation to competitors and the reluctance of retailers ~~may not~~to accept the price increase. We received $2,205 from a life insurance receivable during the second quarter of fiscal 2022. Higher product prices could potentially lower demand for our product and decrease ~~volume substantially. We~~volume. As of April 15, 2022, we have ~~$4,513~~$39 of current debt on equipment loans. We entered into a bridge loan with Wells Fargo Bank, N.A. on August 30, 2021, for up to $25,000 which we plan to use to pay off the existing equipment loans as they come out of the lock out period and may be prepaid. As of April 15, 2022, we paid off $18,651 in equipment loans utilizing proceeds from the new bridge loan. Management believes there are various options available to generate additional liquidity to repay debt or fund operations such as ~~the sale of business assets or~~ mortgaging real estate, should ~~those~~that be necessary. Our ability to increase liquidity will depend upon, among other things, our business plans, performance of operating divisions, ~~and~~ economic conditions of capital markets, or circumstances related to the COVID-19 global pandemic. If we are unable to increase liquidity through ~~the sale of assets or~~ mortgaging real estate, or generate positive cash flow necessary to fund operations, we may not be able to compete successfully, which could negatively impact our business, operations, and financial condition. Combined with the cash expected to be generated from the Company’s operations, and income tax refunds due of ~~$9,910 and~~$5,646 partially offset by payment on deferral of social security taxes, we anticipate that we will maintain sufficient liquidity to operate our business for ~~a reasonable period of time and also complete~~at least the ~~major plant expansion in Chicago, Illinois.~~next twelve months. We will continue to monitor the impact of COVID-19 on our liquidity and, if necessary, take action to preserve liquidity and ensure that our business can operate during these uncertain times. In connection with our sale of certain real estate on June 1, 2022, we plan to repay our outstanding balance under the line of credit and prepaid our outstanding balance under our bridge loan and terminated such loan. Refer to Note 7 - Subsequent Events of the Notes to Consolidated Financial Statements included in this Report for further information.

The preparation of ~~condensed consolidated financial statements~~Condensed Consolidated Financial Statements in conformity with generally accepted accounting principles in the United States of America 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. Some of the estimates needed to be made by management include the allowance for doubtful accounts, promotional and returns allowances, inventory reserves, the estimated useful lives of property and equipment, and the valuation allowance for the Company’s deferred tax assets. Actual results could materially differ from these estimates. We determine the amounts to record based on historical experience and various other assumptions that we view as reasonable under the circumstances and consider all relevant available information. The results of this analysis form the basis for our conclusion as to the value of assets and liabilities that are not readily available from other independent sources. 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 which vary from our current estimates.

Current accounting principles require that our pension benefit obligation be measured using an internal rate of return (“IRR”) analysis to be included in the discount rate selection process. The IRR calculation for the Retirement Plan for Employees of Bridgford Foods Corporation is measured annually and based on the Citigroup Pension Discount Rate. The Citigroup Pension Discount Rate as of April 30, ~~2021~~2022, was ~~3.09%~~4.21% as compared to ~~2.45%~~2.77% as of October 31, ~~2020.~~2021. The discount rate applied can significantly affect the value of the projected benefit obligation as well as the net periodic benefit cost.

Our credit risk is diversified across a broad range of customers and geographic regions. Losses due to credit risk have recently been immaterial. The provision for doubtful accounts receivable is based on historical trends and current collection risk. We have significant receivables with a ~~few~~couple of large, ~~well known~~well-known customers which, although historically secure, could be subject to material risk should these customers’ operations suddenly deteriorate. We monitor these customers closely to minimize the risk of loss.

(1) Walmart accounts receivable represented a lower percentage of sales as of April ~~17, 2020, respectively.~~15, 2022, due to accelerated payments on outstanding accounts receivable.

* = No other customerThe table below shows customers that accounted for more than 20% of consolidated accounts receivable or 10% of consolidated sales for the ~~twenty-four~~twelve weeks ended April ~~16, 2021 or the twenty-four weeks ended April 17,2020.~~

~~(1) = Wal-Mart accounts receivable represented a lower percentage of sales as of~~15, 2022, and April 16, 2021, ~~due to accelerated payments on outstanding accounts receivable.~~respectively.

Revenues are recognized in accordance with ASC 606 – Contracts with Customers upon passage of title to the customer, typically upon product pick-up, shipment, or delivery to customers. Products are delivered to customers primarily through our own long-haul fleet or through a Company owned direct store delivery system.

We record the cash surrender or contract value for life insurance policies as an adjustment of premiums paid in determining the expense or income to be recognized under the contract for the period.

We provide tax reserves for federal, state, local and international exposures relating to audit results, tax planning initiatives and compliance responsibilities. The development of these reserves requires judgments about tax issues, potential outcomes, and timing, and is a subjective estimate. Although the outcome of these tax audits is uncertain, in management’s opinion adequate provisions for income taxes have been made for potential liabilities, if any, resulting from these reviews. Actual outcomes may differ materially from these estimates.

We assess the recoverability of our long-lived assets on a quarterly basis or whenever adverse events or changes in circumstances or business climate indicate that expected undiscounted future cash flows related to such long-lived assets may not be sufficient to support the net book value of such assets. If undiscounted cash flows are not sufficient to support the recorded assets, we recognize an impairment to reduce the carrying value of the applicable long-lived assets to their estimated fair value.

We participate in “multiemployer” pension plans administered by labor unions on behalf of their employees. We pay monthly contributions to union trust funds, a portion of which is used to fund pension benefit obligations to plan participants. 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. Should we withdraw from the union and cease participation in a union plan, federal law could impose a penalty for additional contributions to the plan. The penalty would be recorded as an expense in the consolidated statement of operations. The ultimate amount of the withdrawal liability is dependent upon several factors including the funded status of the plan and contributions made by other participating companies.

We are subject to the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act (collectively, the “PPACA”). Requirements of the law include the removal of the lifetime limits on active and retiree medical coverage, expanding dependent coverage to age 26 and the elimination of pre-existing conditions that may impact other postretirement benefits costs. The PPACA law also includes a potential excise tax on the value of benefits that exceed a pre-defined limit. Fortunately, this potential tax has been indefinitely deferred and we do not see significant financial exposure from the so called “Cadillac Tax”. Finally, the PPACA includes provisions that require employers to offer health benefits to all full-time employees (defined as 30 hours per week). The health coverage must meet minimum standards for the actuarial value of the benefits offered and employee affordability. ~~The Biden~~We believe that the current administration seems more likely to enhance the scope and coverage associated with PPACA than to repeal or significantly change this law. The recent legislative packages related to pandemic relief included some minor provisions that will impact health benefits in the future. These changes most prominently focus on the impact of surprise balance bills from out-of-network providers. When these changes become law in 2022, the Bridgford Foods benefit plan will be modified accordingly. At this point in time, we believe that our current plans meet the existing requirements. We will continue to assess the accounting implications of the PPACA and its impact on our financial position and results of operations as more legislative and interpretive guidance becomes available. The potential future effects and cost of complying with the provisions of the PPACA are not determinable at this time.

We operate in two business segments – the processing and distribution of frozen food products (the Frozen Food Products segment), and the processing and distribution of snack food products (the Snack Food Products segment). For information regarding the separate financial performance of the business segments refer to Note 4 — Segment Information of the Notes to the Condensed Consolidated Financial Statements included in this Report. We manufacture and distribute an extensive line of food products, including biscuits, bread dough items, roll dough items, dry sausage products and beef jerky.

Our Frozen Food Products segment primarily manufactures and distributes biscuits, bread dough items, roll dough items and shelf stable sandwiches. All items within this segment are considered similar products and have been aggregated at this level. Our frozen food business covers the United States. Products produced by the Frozen Food Products segment are generally supplied to food service and retail distributors who take title to the product upon shipment receipt through company leased long-haul vehicles. In addition to regional sales managers, we maintain a network of independent food service and retail brokers covering most of the United States. Brokers are compensated on a commission basis. We believe that our broker relationships, in close cooperation with our regional sales managers, are a valuable asset providing significant new product and customer opportunities. Regional sales managers perform several significant functions for us, including identifying and developing new business opportunities and providing customer service and support to our distributors and end purchasers through the effective use of our broker network.

Our Snack Food Products segment primarily distributes products manufactured by us. All items within this segment are considered similar products and have been aggregated at this level. The dry sausage division includes products such as jerky, meat snacks, sausage, and pepperoni products. Our Snack Food Products segment sells approximately ~~130~~170 different items through a direct store delivery network serving approximately ~~17,000~~19,000 supermarkets, mass merchandise and convenience retail stores located in 49 states. These customers are comprised of large retail chains and smaller “independent” operators.

Products produced or distributed by the Snack Food Products segment are supplied to customers through either direct-store-delivery or direct delivery to customer warehouses. Product delivered using the ~~company-owned~~Company-owned fleet direct to the store is considered a direct-store-delivery. In this case, we provide the service of setting up and maintaining the display and stocking our products. Products delivered to customer warehouses are distributed to the retail store and stocked by the customer where it is then resold to the end consumer.

Results of Operations for the ~~Twelve-Weeks~~Twelve Weeks Ended April ~~16, 2021~~15, 2022, and April ~~17, 2020~~16, 2021

Net sales increased by ~~$7,478 (17.4%~~$9,509 (18.8%) to ~~$50,477~~$59,986 in the second twelve-week period of the ~~2021~~2022 fiscal year compared to the same twelve-week period in fiscal year ~~2020.~~2021. The changes in net sales were comprised as follows:

Impact on Net Sales-Consolidated % $
Selling price per pound 3.8 1,786
Unit sales volume in pounds 12.4 5,794
Returns activity 0.6 171
Promotional activity 0.6 (273 )
Increase in net sales 17.4 7,478

Net sales in the Frozen Food Products segment ~~decreased~~increased by ~~$90 (1.0%~~$3,623 (40.9%) to ~~$8,854~~$12,477 in the second twelve-week period of the ~~2021~~2022 fiscal year compared to the same twelve-week period in fiscal year ~~2020.~~2021. The changes in net sales were comprised as follows:

The ~~decrease~~increase in net sales for the twelve-week period ended April ~~16, 2021~~15, 2022, primarily relates to ~~lower~~higher unit sales volume ~~partially offset by~~due to the ongoing reopening of the economy from COVID-19 pandemic related restrictions and to a lesser extent higher selling ~~price~~prices per ~~pound. The decrease in net sales was primarily driven by a decrease in volume partially offset by an increase in selling prices due to changes in product mix.~~pound implemented during July 2021. Other institutional Frozen Food Products sales, including sheet dough and rolls, increased ~~12%~~48% by volume and retail sales volume ~~increased 7%~~decreased by 12%. Demand ~~has shifted from~~is gradually returning in the foodservice ~~to retail~~ sales ~~channels~~channel as schools and in-dining restaurants ~~have closed~~are starting to reopen across the country inafter response to the COVID-19 pandemic. Returns activity increased compared to the same twelve-week period in the ~~2020~~2021 fiscal year. Promotional activity was higher as a percentage of sales.

Net sales in the Snack Food Products segment increased by ~~$7,568 (22.2%~~$5,886 (14.1%) to ~~$41,623~~$47,509 in the second twelve-week period of the ~~2021~~2022 fiscal year compared to the same twelve-week period in fiscal year ~~2020.~~2021. The changes in net sales were comprised as follows:

Net sales of Snack Food Products increased partially due to higher selling prices per pound and to a lesser extent higher unit sales volume through our direct store delivery distribution channel during the second quarter of fiscal year ~~2021.~~2022. The weighted average selling price per pound increased compared to the same twelve-week period in the prior fiscal year due to ~~changes~~selling price increases and reductions in ~~product mix.~~packaging size. Returns activity was ~~lower~~higher compared to the same twelve-week period in the ~~2020~~2021 fiscal year. Promotional offers ~~increased~~decreased as a percentage of sales due to higher sales to high-volume, ~~high-promotion~~low-promotion customers.

Cost of products sold increased by ~~$9,801 (32.6%~~$3,414 (8.6%) to ~~$39,890~~$43,304 in the second twelve-week period of the ~~2021~~2022 fiscal year compared to the same twelve-week period in fiscal year ~~2020.~~2021. The gross margin ~~decreased~~increased from ~~30.0%~~21.0% to ~~21.0%~~27.8% during the ~~2021 period.~~second twelve-weeks of fiscal year 2022.

Cost of products sold in the Frozen Food Products segment increased by ~~$17 (0.3%~~$2,250 (35.2%) to ~~$6,399~~$8,649 in the second twelve-week period of the ~~2021~~2022 fiscal year compared to the same twelve-week period in fiscal year ~~2020. Changes in~~2021. Unit sales volume and ~~changes in product mix remained relatively consistent~~gross overhead including hourly wages and benefits has increased which resulted in ~~a minimal~~an increase to the cost of products sold. The cost of purchased flour increased approximately ~~$57~~$290 in the second twelve-week period of fiscal year ~~2021~~2022 compared to the same twelve-week period in fiscal year ~~2020.~~2021. In our Frozen Food Products segment, the volume increases in ~~retail and~~ foodservice were not enough to mitigate an increase in overhead per case of product.

Cost of products sold in the Snack Food Products segment increased by ~~$9,784 (41.3%~~$1,164 (3.5%) to ~~$33,491~~$34,655 in the second twelve-week period of the ~~2021~~2022 fiscal year compared to the same twelve-week period in fiscal year ~~2020~~2021 due to ~~a substantial increase in~~higher standard costs partially offset by lower sales volume. Meat commodity costs continued to rise during the second quarter of the ~~2021~~2022 fiscal year, significantly adding to the increase in cost of products sold. ~~Higher depreciation on processing equipment impacted the cost of products sold.~~ The cost of significant meat commodities increased approximately ~~$1,127~~$1,164 in the second twelve-week period of fiscal year ~~2021~~2022 compared to the same period in fiscal year ~~2020. As a result,~~2021. We reduced our net realizable value reserve of $150 during the twelve weeks ended April 15, 2022, to recognize inventory sold through on products already reserved in inventory as of year-end October 29, 2021. We maintain a net realizable ~~value charge~~reserve of ~~$567 was recorded~~$194 on products as of April 15, 2022, after determining that the market value on some meat products ~~was less than~~could not cover the costs associated with completion and sale of the product.

Selling, general and administrative expenses (“SG&A”) increased by ~~$212 (1.7%~~$2,272 (17.6%) to ~~$12,906~~$15,178 in the second twelve-week period of fiscal year ~~2021~~2022 compared to the same twelve-week period in the prior fiscal year. The table below summarizes the significant expense increases (decreases) included in this category:

Higher sales commissions resulted in higher wages and bonus expenses in the second twelve weeks of the 2022 fiscal year compared to the same period in the prior year. The decrease in pension expense was a result of an increase in pension plan assets caused by performance of the underlying markets that support them as well as higher pension discount rates resulting in lower liabilities. Costs for product advertising increased mainly as a result of higher payments under brand licensing agreements in the Snack Food Products segment during the second twelve-week period of fiscal 2022. The increase in fuel expense was driven by per gallon fuel price increases compared to the prior year as a result of higher cost trends in petroleum markets. Repairs and maintenance on vehicles have increased compared to the prior year period mainly due to an aging fleet. None of the changes individually or as a group of expenses in “Other SG&A” were significant enough to merit separate disclosure. ~~Total SG&A was consistent with the same twelve-week period in the prior year in total and by category.~~ The major components comprising the increase of “Other SG&A” expenses were higher ~~payments under brand licensing agreements, higher workers’ compensation~~healthcare cost, insurance premiums, postage expense and ~~increased healthcare~~sales and ~~pension costs partially offset by lower product advertising, outside consultants and business travel.~~lease tax audit fees.

SG&A expenses in the Frozen Food Products segment ~~decreased~~increased by ~~$504 (16.2%~~$679 (26.0%) to ~~$2,607~~$3,286 in the second twelve-week period of fiscal year ~~2021~~2022 compared to the same twelve-week period in the prior fiscal year. The overall ~~decrease~~increase in SG&A expenses was due to higher wages and bonuses, broker commission costs and fuel partially offset by lower ~~sales volume.~~pension expense.

SG&A expenses in the Snack Food Products segment increased by ~~$716 (7.5%~~$1,593 (15.5%) to ~~$10,299~~$11,892 in the second twelve-week period of fiscal year ~~2021~~2022 compared to the same twelve-week period in the prior fiscal year. Most of the increase was due to higher ~~sales volume.~~wages and bonuses, fuel, product advertising, increased fees paid under licensing agreements and higher fleet vehicle repairs and maintenance partially offset by lower pension expense.

Income tax for the twelve weeks ended April 15, 2022, and April 16, 2021, ~~and April 17, 2020~~respectively, was as follows:

We recorded a ~~tax benefit~~provision for income taxes of ~~$535~~$391 for the twelve-week period ended April ~~16, 2021,~~15, 2022, related to federal and state taxes, based on the Company’s expected annual effective tax rate. The effective income tax rate differed from the applicable mixed statutory rate of approximately 26.4% due to non-deductible meals and entertainment, non-taxable gains and losses on life insurance policies, and state income taxes.

Results of Operations for the Twenty-Four Weeks Ended April ~~16, 2021~~15, 2022, and April ~~17, 2020~~16, 2021

Net sales increased by ~~$15,529 (17.3%~~$18,902 (18.0%) to ~~$105,170~~$124,072 in the twenty-four-week period ended April ~~16, 2021~~15, 2022 compared to the same period in fiscal year 2021. The changes in net sales were comprised as follows:

Net sales in the Frozen Food Products segment increased by $6,725 (37.1%) to $24,843 in the twenty-four-week period ended April 15, 2022 compared to the same twenty-four-week period in fiscal year ~~2020.~~2021. The changes in net sales were comprised as follows:

Net sales in the Frozen Food Products segment decreased by $2,181 (10.7%) to $18,118 in the twenty-four-week period ended April 16, 2021 compared to the same twenty-four-week period in fiscal year 2020. The ~~changes in net sales were comprised as follows:~~

~~The decrease~~increase in net sales for the twenty-four-week period ended April ~~16, 2021~~15, 2022 primarily relates to ~~lower~~higher unit sales volume ~~partially offset by~~coupled with a higher selling price per pound. The ~~decrease~~increase in net sales was primarily driven by a significant ~~decrease~~increase in volume to institutional customers ~~partially offset by~~and an increase in selling prices due to ~~changes in product mix.~~price increases implemented during the fourth quarter of fiscal 2021. Other institutional Frozen Food Products sales, including sheet dough and rolls, ~~decreased 15%~~increased 52% by volume while retail sales volume remained consistent. Demand has shifted from ~~foodservice~~retail to ~~retail~~foodservice sales channels as schools and in-dining restaurants have ~~closed across the country~~started to reopen in response to the lifting of restrictions caused by the COVID-19 pandemic. Returns activity ~~increased~~decreased compared to the same twenty-four-week period in the ~~2020~~2021 fiscal year. Promotional activity was ~~lower~~higher as a percentage of sales.

Net sales in the Snack Food Products segment increased by ~~$17,710 (25.5%~~$12,177 (14.0%) to ~~$87,052~~$99,229 in the twenty-four-week period ended April ~~16, 2021~~15, 2022 compared to the same twenty-four-week period in fiscal year ~~2020.~~2021. The changes in net sales were comprised as follows:

Net sales of Snack Food Products increased due to higher sales through our direct store delivery distribution channel during the first twenty-four weeks of fiscal year ~~2021.~~2022. The weighted average selling price per pound ~~decreased~~increased compared to the same twenty-four-week period in the prior fiscal year due to ~~significant~~price increases implemented in response to record high meat commodity input costs. Unit sales volume ~~increases~~ in ~~high volume, lower margin accounts.~~pounds remained consistent with the prior year comparable twenty-four-week period. Returns activity was slightly lower compared to the same twenty-four-week period in the ~~2020~~2021 fiscal year. Promotional offers increased due to higher sales to high-volume, high-promotion customers.

Cost of products sold increased by ~~$18,355 (29.8%~~$10,965 (13.7%) to ~~$80,032~~$90,997 in the twenty-four-week period ended April ~~16, 2021~~15, 2022, year compared to the same twenty-four-week period in fiscal year ~~2020.~~2021. The gross margin ~~decreased~~increased from ~~31.2%~~23.9% to ~~23.9%~~26.7% during the ~~2021~~2022 period.

Change in Cost of Products Sold by Segment $ % Commodity $
Increase
Frozen Food Products Segment (1,217 ) -2.0 121
Snack Food Products Segment 19,572 31.8 2,680
Total 18,355 29.8 2,801

Cost of products sold in the Frozen Food Products segment ~~decreased~~increased by ~~$1,217 (8.7%~~$4,662 (36.3%) to ~~$12,838~~$17,500 in the first twenty-four-week period of the ~~2021~~2022 fiscal year compared to the same twenty-four-week period in fiscal year ~~2020. Decreased~~2021. Increased volume and changes in product mix were the primary contributing factors to this ~~decrease.~~increase. The cost of purchased flour increased approximately ~~$121~~$726 in the first twenty-four-week period of fiscal year ~~2021~~2022 compared to the same twenty-four-week period in fiscal year ~~2020.~~2021. In our Frozen Food Products segment, the volume increases in ~~retail~~foodservice have ~~not been sufficient to offset~~increased the ~~losses in foodservice~~cost of productions materials, direct production labor and ~~as a result, decreased volume has resulted in an increase in overhead per case of product.~~gross overhead.

Cost of products sold in the Snack Food Products segment increased by ~~$19,572 (41.1%~~$6,303 (9.4%) to ~~$67,194~~$73,497 in the first twenty-four-week period of the ~~2021~~2022 fiscal year compared to the same twenty-four-week period in fiscal year ~~2020~~2021 due to a substantial increase in sales volume. Meat commodity costs started to rise during the first and second quarters of the 2021 fiscal year, significantly adding to the increase in cost of products sold. Higher depreciation on processing equipment impacted the cost of products sold. The cost of significant meat commodities increased approximately ~~$2,680~~$9,580 in the first twenty-four-week period of fiscal year ~~2021~~2022 compared to the same period in fiscal year ~~2020.~~2021. As a result, a net realizable value reserve of ~~$567~~$194 was recorded after determining that the market value on some meat products was less than the costs associated with completion and sale of the product.

Selling, general and administrative expenses increased by ~~$1,228 (4.8%~~$3,028 (11.3%) to ~~$26,881~~$29,909 in the twenty-four-week period ended April ~~16, 2021~~15, 2022, compared to the same twenty-four-week period in the prior fiscal year. The table below summarizes the significant expense increases (decreases) included in this category:

Higher sales commissions resulted in higher wages and bonus expenses in the first twenty-four weeks of the ~~2021~~2022 fiscal year compared to the same period in the prior year. The decrease in pension expense was a result of an increase in pension plan assets caused by performance of the underlying markets that support them as well as higher pension discount rates resulting in lower liability. Costs for product advertising increased mainly as a result of higher payments under brand licensing agreements in the Snack Food Products segment during the twenty-four weeks ended April ~~16, 2021.~~15, 2022. The increase in ~~pension~~fuel expense was driven by per gallon fuel price increases compared to the prior year as a result of higher cost trends in petroleum markets. Repairs and maintenance on vehicles have increased compared to the prior year period mainly due to ~~lower pension discount rates being used to compute the future liability estimate.~~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~~increase of “Other SG&A” expenses were ~~lower~~higher healthcare cost, vacation expense, insurance premiums, and travel expenses, partially offset by lower provisions for bad ~~debt and lower insurance expense partially offset by higher outside storage, equipment rental and postage.~~debt.

SG&A expenses in the Frozen Food Products segment ~~decreased~~increased by ~~$1,007 (15.7%~~$958 (17.7%) to ~~$5,415~~$6,373 in the first twenty-four-week period of fiscal year ~~2021~~2022 compared to the same twenty-four-week period in the prior fiscal year. The overall ~~decrease~~increase in SG&A expenses was due to higher sales volume and corresponding increased wages and bonus and product advertising partially offset by lower ~~sales volume.~~pension expense.

SG&A expenses in the Snack Food Products segment increased by ~~$2,235 (11.6%~~$2,070 (9.6%) to ~~$21,466~~$23,536 in the first twenty-four-week period of fiscal year ~~2021~~2022 compared to the same twenty-four-week period in the prior fiscal year. Most of the increase was due to higher sales ~~volume.~~volume and corresponding increased wages and bonus and product advertising.

Income tax for the ~~twenty-four-weeks~~twenty-four weeks ended April 15, 2022 and April 16, 2021, ~~and April 17, 2020,~~ respectively, was as follows:

We recorded a tax ~~benefit~~provision of ~~$142~~$457 for the twenty-four-week period ended April ~~16, 2021,~~15, 2022, related to federal and state taxes, based on the Company’s expected annual effective tax rate. The effective income tax rate differed from the applicable mixed statutory rate of approximately 26.4% due to non-deductible meals and entertainment, non-taxable gains and losses on life insurance policies and state income taxes.

The principal source of our operating cash flow is cash receipts from the sale of our products, net of costs to manufacture, store, market and deliver such products. We normally fund our operations from cash balances and cash flow generated from operations. We borrowed ~~$18,450 during the first and second quarters of fiscal year 2020 to purchase specific equipment for our new Chicago processing facility. Additionally, we borrowed~~ $2,000 under our line of credit with Wells Fargo ~~during the first quarter of fiscal year 2021 to fund operations. We borrowed an additional~~Bank, N.A. on December 2, 2020, $2,000 ~~under our line of credit~~ on April 27, ~~2021.~~ 2021, $2,000 on July 1, 2021, $3,000 on July 19, 2021, $3,000 on October 15, 2021, $2,000 on November 1, 2021, $2,000 on December 16, 2021 and $2,000 on January 24, 2022, for a combined total of $18,000 as of April 15, 2022. Refer to Note 6 – Equipment Notes Payable and Financial Arrangements of the Notes to the Condensed Consolidated Financial Statements included within this Report for further information. Despite higher commodity costs, we may not be able to increase our product prices in a timely manner or sufficiently to offset increased commodity costs due to consumer price sensitivity, pricing in relation to competitors and the reluctance of retailers to accept the price increase. Higher product prices could potentially lower demand for our product and decrease volume. As of April 15, 2022, we had $39 of current debt on equipment loans. We entered into a bridge loan with Wells Fargo Bank, N.A. on August 30, 2021, for up to $25,000, which we plan to use to pay off the existing equipment loans as they come out of the lock out period and may be prepaid. As of April 15, 2022, we paid off $18,651 in equipment loans utilizing proceeds from the new bridge loan.

Management believes there are various options available to generate additional liquidity to repay debt or fund operations such as ~~the sale of business assets or~~ mortgaging real estate, should ~~those~~that be necessary. Our ability to increase liquidity will depend upon, among other things, our business plans, the performance of operating divisions and economic conditions of capital markets, or circumstances related to the COVID-19 global pandemic. If we are unable to increase liquidity through ~~the sale of assets or~~ mortgaging real estate, or generate positive cash flow necessary to fund operations, we may not be able to compete successfully, which could negatively impact our business, operations, and financial condition. Combined with the cash expected to be generated from the Company’s operations and income tax refunds due of ~~$9,910 and deferral of social security taxes,~~$5,646, we anticipate that we will maintain sufficient liquidity to operate our business for ~~a reasonable period of time and also complete~~at least the ~~major plant expansion in Chicago, Illinois.~~next twelve months. We will continue to monitor the impact of COVID-19 on our liquidity and, if necessary, take action to preserve liquidity and ensure that our business can operate during these uncertain times.

In connection with our sale of certain real estate on June 1, 2022, we plan to repay our outstanding balance under the line of credit and prepaid our outstanding balance under our bridge loan and terminated such loan. Refer to Note 7 - Subsequent Events of the Notes to Consolidated Financial Statements included in this Report for further information.

For the twenty-four weeks ended April ~~16, 2021,~~15, 2022, net cash provided by operating activities was ~~$1,531, $2,264~~$2,273, $742 more cash provided than during the same period in fiscal year ~~2020.~~2021. The net increase in cash provided by operating activities primarily relates to net income of $1,112, increase in promotional allowance of $2,278, partially offset by an increase in accounts receivable of $2,438, an increase in inventories of $4,164 and an increase in non-current liabilities of $1,272. During the twenty-four-week period ended April 15, 2022, 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 recent 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 72 days for the twenty-four-week period ended April 15, 2022. The cash conversion cycle was 59 days for the twenty-four-week period ended April 16, 2021. The increase in the cash conversion cycle was mainly due to an increase in days sales outstanding in accounts receivable and to a lesser extent increased average days in inventory. We continued to accelerate payments on outstanding accounts receivable from WalMart for approximately $8,976.

For the twenty-four weeks ended April 15, 2021, net cash provided by operating activities was $1,531 and primarily relates to a decrease in accounts receivable of $3,450 partially offset by a net loss of $389, an increase in inventories of $1,810, an increase in other non-current assets of $1,850 and an increase in non-current liabilities of $1,739. During the twenty-four-week period ended April ~~16,~~15, 2021, we did not contribute towards our defined benefit pension plan. ~~Plan funding strategies may be adjusted depending upon economic conditions, investment options, tax deductibility, or recent 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 59 days for the twenty-four-week period ended April 16, 2021. The cash conversion cycle was 77 days for the twenty-four-week period ended April 17, 2020. The decrease in the cash conversion cycle was due to accelerated payments on outstanding accounts receivable from Wal-Mart for approximately $9,600.

For the twenty-four weeks ended April 17, 2020, net cash used in operating activities was $733 primarily related to an increase in accounts receivable of $4,262, lower accounts payable of $1,166 and payments for estimated income taxes of $220 partially offset by a decrease in inventory of $3,007. During the twenty-four-week period ended April 17, 2020 we did not contribute towards our defined benefit pension plan.

Expenditures for property, plant and equipment include the acquisition of equipment, upgrading of facilities to maintain operating efficiency and investments in cost effective technologies to lower costs. In general, we capitalize the cost of additions and improvements and expense the cost for repairs and maintenance. We 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 additions to property, plant and equipment for the twenty-four weeks ended:

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. As of April ~~16, 2021,~~15, 2022, 120,113 shares remained authorized for repurchase under the program.

We maintain a line of credit with Wells Fargo Bank, N.A. that extends through March 1, ~~2022. Under~~2023. As of year-end October 29, 2021, under the terms of this line of credit, we ~~may~~could borrow up to $15,000 at an interest rate equal to the bank’s prime rate or LIBOR plus 2.0%. The line of credit has an unused commitment fee of 0.25% of the available loan amount. The line of credit is presented under non-current liabilities in the consolidated balance sheets. On December 1, 2021, Wells Fargo Bank, N.A. expanded our line of credit to $25,000 through June 15, 2022, upon which the credit limit will return to $15,000 for the balance of the term. Under the terms of this expanded line of credit, we may borrow up to $25,000 at an interest rate equal to the bank’s prime rate or secured overnight financing rate (“SOFR”) plus 2.0%. The former benchmark interest rate of LIBOR for our line of credit has been transitioned to SOFR which could impact the cost of credit and alter the value of debt and loans. We borrowed $2,000 under this line of credit on December 2, 2020, ~~which remains outstanding as of April 16, 2021. We borrowed an additional~~ $2,000 on April 27, ~~2021. The line~~2021, $2,000 on July 1, 2021, $3,000 on July 19, 2021, $3,000 on October 15, 2021, $2,000 on November 1, 2021, and $2,000 on December 26, 2021 and $2,000 on January 24, 2022, for a combined total of ~~credit is presented under the current portion~~$18,000 as of non-current liabilities in the Condensed Consolidated Balance Sheets. The line of credit contains various covenants, the more significant of which require us to maintain a minimum tangible net worth, a minimum quick ratio, and a fixed charge coverage ratio.April 15, 2022.

On December 26, 2018, we entered into a master collateral loan and security agreement with Wells Fargo Bank, N.A. (the “Original Wells Fargo Loan Agreement”) for up to $15,000 in equipment financing which was amended and expanded as detailed below. We subsequently entered into additional master collateral loan and security agreements with Wells Fargo Bank, N.A. on each ofof; April 18, 2019, December 19, 2019, March 5, 2020, and April 17, 2020 ~~(collectively the~~(the Original Wells Fargo Loan Agreement and the subsequent agreements collectively referred to as the “Wells Fargo Loan Agreements”). Pursuant to the Wells Fargo Loan Agreements, we ~~borrowed~~owe the amounts as stated in the table below.

On August 30, 2021, we entered into a loan commitment note for a bridge loan of up to $25,000 which we plan to use to pay off the existing equipment loans as they come out of the lock out period and may be prepaid (dates detailed in the table below). The outstanding principal balances of the bridge loan shall be due and payable in full on the earlier of the following ~~amounts.~~dates (1) August 31, 2023, or (2) one Federal Reserve business day after the closing of the transactions contemplated under that certain Purchase and Sale Agreement dated March 16, 2020, as amended, between Bridgford Foods Processing Corporation and CRG Acquisition, LLC. As of April 15, 2022, we prepaid $18,651 in equipment loans (equipment loans 4.13%, 3.98%, 3.70% and 3.29% in the table below) utilizing proceeds from the new bridge loan. The Company evaluated the exchange under ASC 470 and determined that the exchange should be treated as a debt modification prospectively. The Company accounted for this transaction as a debt modification and did not incur any gain or loss relating to the modification. The debt modification did not meet the greater than ten percent test and was deemed not substantial.

The following table reflects major components of our line of credit and borrowing agreements as of April 15, 2022 and October 29, 2021.

On June 2, 2022, we prepaid our outstanding balance under the bridge loan and terminated the loan commitment note and plan to repay the outstanding balance under our revolving credit facility. Refer to Note 7 - Subsequent Events of the Notes to Consolidated Financial Statements included in this Report for further information.

~~The~~As of April 15, 2022, the Company was in compliance with all covenants under the Wells Fargo Loan ~~Agreements as~~Agreements.

~~All~~our operating segments have been impacted by inflation, including higher ~~operating costs, including labor, higher~~ costs for labor, freight, and specific materials. We expect this trend to continue through the remainder of fiscal year ~~2021.~~2022. 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 the remainder of fiscal year ~~2021.~~2022.

In February 2016, the FASB issued ASU 2016-02, “Leases”, which requires a lessee to recognize assets and liabilities with lease terms of more than 12twelve months. Both capital and operating leases are to be recognized on the balance sheet. The guidance is effective for annual reporting periods beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019 which iswas our first quarter of fiscal 2020. We have analyzed all lease transactions during fiscal year ~~2019~~2020 and ~~2020 to date.~~2021 and the first and second quarters of fiscal 2022. The Company elected not to reassess expired contracts or adjust comparative periods. The Company determined that no change to current accounting treatment is warranted for most transactions due to the underlying nature of our leases. In the case of month-to-month lease or rental agreements with terms of 12twelve months or less, the Company made an accounting policy election to not recognize lease assets and liabilities. The Company performed a detailed analysis and determined that the only significant indication of a long-term lease was its lease with Hogshed Ventures, LLC. The accounting treatment of this lease for warehouse storage included establishing a right-of-use asset and corresponding liability was recorded for the Company’s lease with Hogshed Ventures, LLC for property located at 40th Street in Chicago during the fourth quarter of fiscal 2020. The application of this pronouncement resulted in additional disclosures detailing our lease arrangements. The Company adopted this guidance during the first quarter of fiscal 2020 and it did not have a material impact on our consolidated financial statements.

We are not engaged in any “off-balance sheet arrangements” within the meaning of Item ~~303(a)(4)(ii)~~303(b) of Regulation S-K.

Our management, with the participation and under the supervision of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Report. Based on this evaluation, the principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective as of the end of the period covered by this Report in their design and operation to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management and recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms and were accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

Our management, including our principal executive officer and principal 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 a 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 of internal auditing 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 the independent registered public accounting firm. On May 14, 2013, the Committee of Sponsoring Organizations of the Treadway Commission (COSO) published Internal Control-Integrated Framework (2013) (the “2013 Framework”) and related illustrative documents as an update to Internal Control-Integrated Framework (1992) (the “1992 Framework”). The Company has adopted the 2013 Framework this fiscal year and has determined that the 17 principles are present and functioning during our assessment of the effectiveness of internal controls. 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 the auditing standards adopted or established by the Public Company Accounting Oversight Board. In addition, the Audit Committee and the independent registered public accounting firm have discussed the independent registered public accounting firm’s independence from the Company and its management, including the matters in the written disclosures required by Public Company Accounting Oversight Board Rule 3526 ~~“Communicating~~“Communication with Audit Committees Concerning Independence”.

There have been no changes in our internal controls over financial reporting that occurred during the fiscal quarter ended April ~~16, 2021~~15, 2022, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

The risk factors listed in Part I “Item 1A. Risk Factors” in the Annual Report should be considered with the information provided elsewhere in this Report, which could materially adversely affect our business, financial condition, or results of operations. Except as set forth below, there have been no material changes to the risk factors as previously disclosed in the Annual Report.

We have considered the impact of federal, state, and local government actions related to the COVID-19 pandemic on our ~~consolidated condensed financial statements.~~Condensed Consolidated Financial Statements. These business disruptions, in addition to any impacts already experienced, have not had a significant impact on our ~~consolidated condensed financial statements~~Condensed Consolidated Financial Statements for the ~~twenty-four~~twelve weeks ended April ~~16, 2021. We expect these events to have~~15, 2022. There may be a future business ~~impacts,~~impact, the extent of which is uncertain and largely subject to whether the severity worsens or what restrictions are implemented by the ~~duration of current business shutdowns continue.~~government.

These impacts could include but may not be limited to risks and uncertainty related to shifts in demand between sales channels, market volatility, constraints in our supply chain, our ability to operate production facilities and worker availability. These unknowns may subject the company to future risks related to long-lived asset impairments, increased reserves for uncollectible accounts, the price and availability of ingredients and raw materials used in our products and adjustments to reflect the market value of our inventory.

As previously reported, on March 16, 2020, Bridgford Food Processing Corporation (“BFPC”), a wholly-owned subsidiary of the Company, entered into a Purchase and Sale Agreement with CRG Acquisition, LLC (“CRG”), pursuant to which BFPC agreed to sell to CRG, pursuant to the terms and conditions set forth in the CRG Purchase Agreement, a parcel of land including an approximate 156,000 square foot four-story industrial food processing building located at 170 N. Green Street in Chicago, Illinois (the “Property”). The purchase price for the Property is $60,000 subject to a due diligence period and certain closing adjustments and prorations, and is conditioned upon, among other customary closing conditions, CRG receiving zoning and other governmental approvals necessary for the construction and development of a mixed-use project on the Property in accordance with certain development plans to be approved by the City of Chicago. The cost basis of the Property was insignificant.

On April 28, 2021, the Company executed the sixth amendment to the CRG Purchase Agreement, dated as of April 28, 2021 of the CRG Purchase Agreement. Under the original terms and conditions of the CRG Purchase Agreement, the closing of the sale of the Property to CRG would occur on the date that is thirty (30) days after CRG’s receipt of the necessary zoning approvals, but in any event no earlier than October 31, 2020 and no later than March 31, 2021. The first amendment dated as of April 10, 2020 extended the inspection period to June 1, 2020. The second amendment dated as of June 1, 2020 extended the inspection period to July 31, 2020, zoning period to February 1, 2021 and closing date to February 5, 2021. The third amendment dated July 31, 2020 further extended the inspection period to October 31, 2020, zoning period to April 30, 2021 and closing date to May 6, 2021. The fourth amendment dated November 2, 2020 further extended the inspection period to February 1, 2021, the zoning period to August 2, 2021 and closing date to August 31, 2021. The fifth amendment dated February 1, 2021 further extended the inspection period to May 1, 2021, the zoning period to November 1, 2021 and closing date to December 1, 2021. The sixth amendment dated April 28, 2021 further extended the inspection period to July 30, 2021, the zoning period to February 1, 2022 and closing date to March 1, 2022. The escrow account for the transaction has received $1,650 in earnest money through April 16, 2021. We have received a total of $750 in total which is non-refundable earnest money through April 16, 2021 which is thus not part of restricted cash. An additional $100 of non-refundable earnest money had been received as of May 3, 2021, bringing that total to $850. The total amount of earnest money deposited in the escrow account since the inception of the CRG Purchase Agreement increased to $1,650 as of April 16, 2021.

On February 15, 2021, our line of credit with Wells Fargo Bank, N.A. was increased to $15,000 with an unused commitment fee of 0.25% of the available loan amount. The amended line of credit expires March 1, 2022. Under the terms of this line of credit, we may borrow up to $15,000 at an interest rate equal to the bank’s prime rate or LIBOR plus 1.5%. The Company borrowed $2,000 under this line of credit during the first quarter of fiscal 2021 and had $2,000 borrowings outstanding as of April 16, 2021. The Company borrowed an additional $2,000 under this line of credit on April 27, 2021. The line of credit contains various covenants, the more significant of which require us to maintain a minimum tangible net worth, a minimum quick ratio and a fixed charge coverage ratio. The Company was in compliance with all covenants as of April 16, 2021.

Pursuant to the requirements 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.

~~California~~Texas		95-1778176
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		identification number)

~~1308 N. Patt Street, Anaheim, CA~~1707 S. Good-Latimer Expressway		~~92801~~75226
(Address of principal executive offices)		(Zip code)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		BRID		Nasdaq Global Market

Large accelerated filer ~~[ ]~~☐	Accelerated filer ~~[ ]~~☐
Non-accelerated filer ~~[X]~~ ☒	Smaller reporting company ~~[X]~~☒
	Emerging growth company ~~[ ]~~☐

	Page
Part I. Financial Information	3

Item 1. Financial Statements	3

a. Condensed Consolidated Balance Sheets atas of April ~~16, 2021~~15, 2022 (unaudited) and October ~~30, 2020~~29, 2021	3

b. Condensed Consolidated Statements of Operations for the twelve and twenty-four weeks ended April 15, 2022 (unaudited), and April 16, 2021 ~~and April 17, 2020~~ (unaudited)	4

c. Condensed Consolidated Statements of Shareholders’ Equity for the twelve and twenty-four weeks ended April 15, 2022 (unaudited), and April 16, 2021 ~~and April 17, 2020~~ (unaudited)	5

d. Condensed Consolidated Statements of Cash Flows for the twenty-four weeks ended April 15, 2022 (unaudited), and April 16, 2021 ~~and April 17, 2020~~ (unaudited)	6

e. Notes to Condensed Consolidated Financial Statements (unaudited)	7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1415

Item 3. Quantitative and Qualitative Disclosures about Market Risk	2426

Item 4. Controls and Procedures	2426

Part II. Other Information	2527

Item 1A. Risk Factors	2527

~~Item 5. Other Information~~	25

Item 6. Exhibits	2628

Signatures	2729

	April 16, 2021			October 30, 2020				April 15, 2022			October 29, 2021
	(unaudited)						(unaudited)
ASSETS

Current assets:

Cash and cash equivalents	$	-		$	4,302		$	6,858		$	-
Restricted cash		900			1,125			-			375
Accounts receivable, less allowance for doubtful accounts of $107 and $16, respectively, and promotional allowances of $4,342 and $2,550, respectively		18,481			23,818
Accounts receivable, less allowance for doubtful accounts of $117 and $127, respectively, and promotional allowances of $5,147 and $2,869, respectively								24,554			24,384
Inventories, net		31,106			29,296			40,935			36,771
Refundable income taxes		9,910			9,517			5,731			6,156
Prepaid expenses and other current assets		1,086			692			1,241			2,571
Total current assets		61,483			68,750			79,319			70,257

Property, plant and equipment, net of accumulated depreciation and amortization of $61,210 and $58,686, respectively		76,045			73,332
Property, plant and equipment, net of accumulated depreciation and amortization of $67,657 and $64,527, respectively								70,357			72,886
Other non-current assets		15,051			13,201			12,647			13,647
Total assets	$	152,579		$	155,283		$	162,323		$	156,790

LIABILITIES AND SHAREHOLDERS’ EQUITY
										��
Current liabilities:

Accounts payable	$	10,380		$	10,502		$	12,229		$	12,388
Accrued payroll, advertising, and other expenses		5,078			5,981			6,147			6,890
Income taxes payable		94			94			98			98
Current notes payable - equipment		4,513			4,430			3,446			1,065
Other current liabilities		7,994			5,196			6,973			5,178
Total current liabilities		28,059			26,203			28,893			25,619

Long-term notes payable - equipment		22,414			24,692			38,596			36,004
Deferred income taxes, net								3,400			3,400
Other non-current liabilities		31,169			33,142			15,344			16,789
Total liabilities		81,642			84,037			86,233			81,812

Contingencies and commitments (Note 3)								-			-

Shareholders’ equity:
Preferred stock, without par value; authorized – 1,000,000 shares; issued and outstanding – none		-			-
Common stock, $1.00 par value; authorized – 20,000,000 shares; issued and outstanding – 9,076,832 and 9,076,832 shares, respectively		9,134			9,134
Preferred stock, without par value; authorized – 1,000,000 shares; issued and outstanding – NaN								-			-
Common stock, $1.00 par value; authorized – 20,000,000 shares; issued and outstanding – 9,076,832 and 9,076,832 shares, respectively								9,134			9,134
Capital in excess of par value		8,298			8,298			8,298			8,298
Retained earnings		79,446			79,755			75,364			74,252
Accumulated other comprehensive loss		(25,941	)		(25,941	)		(16,706	)		(16,706	)
Total shareholders’ equity		70,937			71,246			76,090			74,978
Total liabilities and shareholders’ equity	$	152,579		$	155,283		$	162,323		$	156,790


	12 weeks ended						24 weeks ended						12 weeks ended						24 weeks ended
	April 16, 2021			April 17, 2020			April 16, 2021			April 17, 2020			April 15, 2022			April 16, 2021			April 15, 2022			April 16, 2021

Net sales	$	50,477		$	42,999		$	105,170		$	89,641		$	59,986		$	50,477		$	124,072		$	105,170
Cost of products sold		39,890			30,089			80,032			61,677			43,304			39,890			90,997			80,032

Gross margin		10,587			12,910			25,138			27,964			16,682			10,587			33,075			25,138

Selling, general and administrative expenses		12,906			12,694			26,881			25,653			15,178			12,906			29,909			26,881
Gain on sale of property, plant, and equipment		(8	)		(4	)		(82	)		(18	)		-			(8	)		(18	)		(82	)
Operating (loss) income		(2,311	)		220			(1,661	)		2,329
Operating income (loss)														1,504			(2,311	)		3,184			(1,661	)

Other income (expense)
Interest expense		(319	)		(63	)		(638	)		(126	)		(318	)		(319	)		(615	)		(638	)
Cash surrender value gain (loss)		322			(823	)		1,848			(420	)
Cash surrender value (loss) gain														10			322			(1,000	)		1,848
Total other income (expense)		3			(886	)		1,210			(546	)		(308	)		3			(1,615	)		1,210

Income (loss) before taxes		(2,308	)		(666	)		(451	)		1,783			1,196			(2,308	)		1,569			(451	)
Benefit on income taxes		(535	)		(1,093	)		(142	)		(503	)
Provision for (benefit on) income taxes														391			(535	)		457			(142	)

Net (loss) income	$	(1,773	)	$	427		$	(309	)	$	2,286
Net income (loss)													$	805		$	(1,773	)	$	1,112		$	(309	)

Basic (loss) earnings per share	$	(0.20	)	$	0.05		$	(0.03	)	$	0.25
Basic earnings (loss) per share													$	0.09		$	(0.20	)	$	0.12		$	(0.03	)

Shares used to compute basic earnings per share		9,076,832			9,076,832			9,076,832			9,076,832
Shares used to compute basic earnings (loss) per share														9,076,832			9,076,832			9,076,832			9,076,832

	Shares		Amount		Capital in excess of par value		Retained earnings		Accumulated other comprehensive loss			Total shareholders’ equity
Balance, November 1, 2019		9,076	$	9,134	$	8,298	$	72,432	$	(23,380	)	$	66,484
Net income		-		-		-		2,286		-			2,286
Balance, April 17, 2020		9,076	$	9,134	$	8,298	$	74,718	$	(23,380	)	$	68,770

	Shares			Amount		Capital in excess of par value		Retained earnings			Accumulated other comprehensive loss			Total shareholders’ equity
Balance, October 30, 2020		9,076	$	9,134	$	8,298	$	79,755		$	(25,941	)	$	71,246
Net loss		-		-		-		(309	)		-			(309	)
Balance, April 16, 2021		9,076	$	9,134	$	8,298	$	79,446		$	(25,941	)	$	70,937

	Shares		Amount		Capital in excess of par value		Retained earnings			Accumulated other comprehensive loss			Total shareholders’ equity
Balance, October 30, 2020		9,076	$	9,134	$	8,298	$	79,755		$	(25,941	)	$	71,246
Net loss		-		-		-		(309	)		-			(309	)
Balance, April 16, 2021		9,076	$	9,134	$	8,298	$	79,446		$	(25,941	)	$	70,937

	Wal-Mart ⁽¹⁾						Dollar General
	Sales			AR			Sales			AR
April 16, 2021		37.6	%		5.7	%		14.0	%		13.5	%
April 17, 2020		37.7	%		35.5	%		12.7	%		24.4	%

Fiscal Year	Financing Obligations			Financing Obligations
2021	$	259
2022		550		$	338
2023		404			381
2024		102			101
2025		85			70
Later Years		-			-
Total Minimum Lease Payments(a)	$	1,400		$	890
Less: Amount representing executory costs		(72	)		(48	)
Less: Amount representing interest(b)		(11	)		(6	)
Present value of future minimum lease payments(c)	$	1,317		$	836

(a)	Minimum payments exclude contingent rentals based on actual mileage and adjustments of rental payments based on the Consumer Price Index.
(b)	Amount necessary to reduce net minimum lease payments to present value calculated at the Company’s incremental borrowing rate at the inception of the leases.
(c)	Reflected in Part I. Financial Information, Item 1. a. of the Condensed Consolidated Balance Sheets as current and noncurrent obligations under capital leases of $164 and $178, and right-of-use assets of $383 and $111, respectively as of April 15, 2022.


Segment Information
Twelve weeks Ended April 16, 2021	Frozen Food Products			Snack Food Products			Other		Totals
Twelve weeks Ended April 15, 2022												Frozen Food Products			Snack Food Products		Other		Totals
Sales	$	8,854		$	41,623		$	-	$	50,477		$	12,477		$	47,509	$	-	$	59,986
Cost of products sold		6,399			33,491			-		39,890			8,649			34,655		-		43,304
Gross margin		2,455			8,132			-		10,587			3,828			12,854		-		16,682
SG&A		2,607			10,299			-		12,906			3,286			11,892		-		15,178
Loss (gain) on sale of property, plant, and equipment		6			(14	)		-		(8	)
Operating loss		(158	)		(2,153	)		-		(2,311	)
Operating income													542			962		-		1,504

Total assets	$	10,559		$	115,409		$	26,611	$	152,579		$	14,484		$	121,521	$	26,318	$	162,323
Additions to PP&E	$	51		$	2,556		$	-	$	2,607		$	(54	)	$	303	$	-	$	249

Twelve weeks Ended April 17, 2020	Frozen Food Products			Snack Food Products			Other		Totals
Twelve weeks Ended April 16, 2021													Frozen Food Products			Snack Food Products			Other		Totals
Sales	$	8,944		$	34,055		$	-	$	42,999		$	8,854		$	41,623		$	-	$	50,477
Cost of products sold		6,382			23,707			-		30,089			6,399			33,491			-		39,890
Gross margin		2,562			10,348			-		12,910			2,455			8,132			-		10,587
SG&A		3,111			9,583			-		12,694			2,607			10,299			-		12,906
Gain on sale of property, plant, and equipment		-			(4	)		-		(4	)		6			(14	)		-		(8	)
Operating (loss) income		(549	)		769			-		220
Operating loss													(158	)		(2,153	)		-		(2,311	)

Total assets	$	10,531		$	101,671		$	32,015	$	144,217		$	10,559		$	115,409		$	26,611	$	152,579
Additions to PP&E	$	67		$	4,744		$	-	$	4,811		$	51		$	2,556		$	-	$	2,607

Twenty-four weeks Ended April 15, 2022		Frozen Food Products		Snack Food Products			Other		Totals
Sales	$	24,843	$	99,229		$	-	$	124,072
Cost of products sold		17,500		73,497			-		90,997
Gross margin		7,343		25,732			-		33,075
SG&A		6,373		23,536			-		29,909
Gain on sale of property, plant, and equipment		-		(18	)		-		(18	)
Operating income		970		2,214			-		3,184

Total assets	$	14,484	$	121,521		$	26,318	$	162,323
Additions to PP&E	$	6	$	623		$	-	$	629

Twenty-four weeks Ended April 16, 2021		Frozen Food Products			Snack Food Products			Other		Totals
Sales	$	18,118		$	87,052		$	-	$	105,170
Cost of products sold		12,838			67,194			-		80,032
Gross margin		5,280			19,858			-		25,138
SG&A		5,415			21,466			-		26,881
Gain on sale of property, plant, and equipment		(27	)		(55	)		-		(82	)
Operating loss		(108	)		(1,553	)		-		(1,661	)

Total assets	$	10,559		$	115,409		$	26,611	$	152,579
Additions to PP&E	$	121		$	5,634		$	-	$	5,755

Twenty-four weeks Ended April 17, 2020	Frozen Food Products			Snack Food Products			Other		Totals
Sales	$	20,299		$	69,342		$	-	$	89,641
Cost of products sold		14,055			47,622			-		61,677
Gross margin		6,244			21,720			-		27,964
SG&A		6,422			19,231			-		25,653
Gain on sale of property, plant, and equipment		-			(18	)		-		(18	)
Operating (loss) income		(178	)		2,507			-		2,329

Total assets	$	10,531		$	101,671		$	32,015	$	144,217
Additions to PP&E	$	105		$	10,880		$	-	$	10,985

Distribution Channel	Retail (a)		Foodservice (b)		Totals
Direct store delivery	$	31,065	$	-	$	31,065
Direct customer warehouse		16,444		-		16,444
Total Snack Food Products		47,509		-		47,509

Distributors		1,576		10,901		12,477
Total Frozen Food Products		1,576		10,901		12,477

Totals	$	49,085	$	10,901	$	59,986

(a)	Includes sales to food retailers, such as grocery retailers, warehouse club stores, and internet-based retailers.
(b)
~~(b)~~	Includes sales to foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, convenience stores, healthcare facilities and the military.

Twenty-four weeks Ended April 15, 2022 Distribution Channel	Retail (a)		Foodservice (b)		Totals
Direct store delivery	$	67,694	$	-	$	67,694
Direct customer warehouse		31,535		-		31,535
Total Snack Food Products		99,229		-		99,229

Distributors		4,515		20,328		24,843
Total Frozen Food Products		4,515		20,328		24,843

Totals	$	103,744	$	20,328	$	124,072

Twenty-four weeks Ended April 16, 2021 Distribution Channel	Retail (a)		Foodservice (b)		Totals
Direct store delivery	$	67,174	$	-	$	67,174
Direct customer warehouse		19,878		-		19,878
Total Snack Food Products		87,052		-		87,052

Distributors		4,797		13,321		18,118
Total Frozen Food Products		4,797		13,321		18,118

Totals	$	91,849	$	13,321	$	105,170

Twenty-four weeks Ended April 17, 2020 Distribution Channel	Retail (a)		Foodservice (b)		Totals
Direct store delivery	$	50,995	$	-	$	50,995
Direct customer warehouse		18,347		-		18,347
Total Snack Food Products		69,342		-		69,342

Distributors		4,667		15,632		20,299
Total Frozen Food Products		4,667		15,632		20,299

Totals	$	74,009	$	15,632	$	89,641

Type and Number (1)	Date Funds Received	Rate			Original Principal Amount		Monthly Principal Payment Amount and Payment Start Date
Equipment Loan No. 01	12/26/18		4.13	%	$	7,500	$	103	01/31/19
Equipment Loan No. 02	04/23/19		3.98	%		7,500		102	05/31/19
Equipment Loan No. 03	12/23/19		3.70	%		3,750		54	02/03/20
Equipment Loan No. 04	03/06/20		3.29	%		7,500		100	03/13/20
Equipment Loan No. 05	04/17/20		3.68	%		7,200		97	05/15/20
Total					$	33,450	$	456

	April 15, 2022			October 29, 2021

Revolving credit facility	$	18,000		$	12,000
Equipment notes:
3.70% note due 12/21/26, out of lockout 12/23/21		-			2,901
3.29% note due 03/05/27, out of lockout 03/06/22		-			5,951
3.68% note due 04/16/27, out of lockout 04/17/22		5,391			5,888
SOFR plus 2.00% bridge loan due 08/31/23		18,651			10,329
Total debt		42,042			37,069
Less current debt		(3,446	)		(1,065	)
Total long-term debt	$	38,596		$	36,004

	●	Total Liabilities divided by Tangible Net Worth not greater than 2.5 to 1.0 at each fiscal quarter,
	●	Quick Ratio not less than .85 to 1.0 at each fiscal quarter end,
	●	Net Income After Taxes not less than $500 on a quarterly basis, and
	●	Capital Expenditures less than $5,000.

Impact on Net Sales-Consolidated	%		$
Selling price per pound		11.0		5,967
Unit sales volume in pounds		8.6		4,697
Returns activity		-0.6		(485	)
Promotional activity		-0.2		(670	)
Increase in net sales		18.8		9,509

Impact on Net Sales-Consolidated	%		$
Selling price per pound		3.8		1,786
Unit sales volume in pounds		12.4		5,794
Returns activity		0.6		171
Promotional activity		0.6		(273	)
Increase in net sales		17.4		7,478

Impact on Net Sales-Frozen Food Products	%		$			%		$
Selling price per pound		1.1		111			7.4		744
Unit sales volume in pounds		-1.2		(118	)		34.0		3,432
Returns activity		-0.1		(5	)		-0.1		(23	)
Promotional activity		-0.8		(78	)		-0.4		(530	)
Decrease in net sales		-1.0		(90	)
Increase in net sales							40.9		3,623

Impact on Net Sales-Snack Food Products	%		$			%		$
Selling price per pound		4.6		1,675			11.8		5,223
Unit sales volume in pounds		16.1		5,912			2.9		1,265
Returns activity		0.8		176			-0.8		(462	)
Promotional activity		0.7		(195	)		0.2		(140	)
Increase in net sales		22.2		7,568			14.1		5,886

Change in Cost of Products Sold by Segment	$		%		Commodity $ Increase		$		%		Commodity $ Increase
Frozen Food Products Segment		17		0.1		57		2,250		5.7		290
Snack Food Products Segment		9,784		32.5		1,127		1,164		2.9		3,652
Total		9,801		32.6		1,184		3,414		8.6		3,942

	12 Weeks Ended				Expense		12 Weeks Ended					Expense
	April 16, 2021		April 17, 2020		Increase (Decrease)		April 15, 2022			April 16, 2021		Increase (Decrease)

Wages and bonus							$	6,504		$	5,001	$	1,503
Pension (income) expense								(367	)		193		(560	)
Product advertising								2,438			2,199		239
Fuel								558			385		173
Vehicle repairs and maintenance								354			192		162
Other SG&A	$	12,906	$	12,694	$	212		5,691			4,936		755
Total - SG&A	$	12,906	$	12,694	$	212	$	15,178		$	12,906	$	2,272

	~~(1)~~●	~~Term: 7 years for 84 installment payments.~~Total Liabilities divided by Tangible Net Worth not greater than 2.5 to 1.0 at each fiscal quarter,
	●	Quick Ratio not less than .85 to 1.0 at each fiscal quarter end,
	●	Net Income After Taxes not less than $500 on a quarterly basis, and
	●	Capital Expenditures less than $5,000.

	BRIDGFORD FOODS CORPORATION
	(Registrant)

Dated: ~~May 28, 2021~~June 3, 2022	By:	/s/ Raymond F. Lancy
		Raymond F. Lancy
		Chief Financial Officer
		(Duly Authorized Officer, Principal Financial and Accounting Officer)