For a complete understanding, this Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Consolidated Financial Statements and Notes to the Consolidated Financial Statements contained in this Report.

Certain statements under "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this Report constitute "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934 (refer to Part I., Item 1. Business for more information).

Results of Operations (in thousands except percentages)

Fiscal Year Ended October 29, 2021 (52 weeks) Compared to Fiscal Year Ended October 30, 2020 (52 weeks)





Net Sales-Consolidated


Net sales in fiscal year 2021 increased $42,460 (21.4%) when compared to the prior fiscal year. The changes in net sales were comprised as follows:





Impact on Net Sales-Consolidated     %           $
Selling price per pound               3.2        6,707
Unit sales volume in pounds          17.5       37,152
Returns activity                      0.3          226
Promotional activity                  0.4       (1,625 )
Increase in net sales                21.4       42,460



Net Sales-Frozen Food Products Segment

Net sales in the Frozen Food Products segment in fiscal year 2021 increased $269 (0.7%) compared to the prior fiscal year. The changes in net sales were comprised as follows:





Impact on Net Sales-Frozen Food Products     %           $
Selling price per pound                       3.4       1,540
Unit sales volume in pounds                  -1.3        (571 )
Returns activity                              0.2          49
Promotional activity                         -1.6        (749 )
Increase in net sales                         0.7         269



The slight increase in net sales for fiscal year 2021 primarily relates to higher selling prices per pound partially offset by lower unit sales volume. The increase in net sales was primarily driven by an increase in selling prices due to changes in product mix amid a decrease in sales volume to retail customers. Other institutional Frozen Food Products sales, including sheet dough and rolls, increased 16% by volume while retail sales volume decreased by 7%. Demand shifted from retail sales to foodservice sales channels as schools and in-dining restaurants began to slowly reopen across the United States following earlier shutdowns in response to the COVID-19 pandemic. Returns activity decreased compared to the 2020 fiscal year. Promotional activity was higher as a percentage of sales during the 2021 fiscal year.

Net Sales-Snack Food Products Segment

Net sales in the Snack Food Products segment in fiscal year 2021 increased $42,191 (26.9%) compared to the prior fiscal year. The changes in net sales were comprised as follows:





Impact on Net Sales-Snack Food Products     %           $
Selling price per pound                      3.1        5,167
Unit sales volume in pounds                 22.6       37,722
Returns activity                             0.4          177
Promotional activity                         0.8         (875 )
Increase in net sales                       26.9       42,191



Net sales of Snack Food Products increased due to higher sales through our direct store delivery distribution channel during fiscal year 2021. The weighted average selling price per pound increased due to selling price increases and reductions in packaging size. Returns activity was lower compared to the 2020 fiscal year. Promotional offers decreased as a percentage of sales due to higher sales to high-volume, high-promotion customers.





  12





Cost of Products Sold and Gross Margin-Consolidated

Cost of products sold from continuing operations increased by $50,594 (36.5%) compared to the prior fiscal year. The gross margin decreased from 30.1% to 21.4% during fiscal year 2021 compared to the prior fiscal year.





                                                                      Commodity $
Change in Cost of Products Sold by Segment      $           %          Increase
Frozen Food Products Segment                    1,860        1.3               445
Snack Food Products Segment                    48,734       35.2            12,692
Total                                          50,594       36.5            13,137



Cost of Products Sold and Gross Margin-Frozen Food Products Segment

Cost of products sold in the Frozen Food Products segment increased by $1,860 (6.7%) in fiscal year 2021 compared to the prior fiscal year. Higher direct distribution and production materials were the primary contributing factors to the increase. Higher flour commodity costs of approximately $445 contributed to the increase in costs of goods sold. The gross margin percentage decreased from 32.9% to 28.8% during fiscal year 2021 compared to the prior fiscal year.

Cost of Products Sold and Gross Margin-Snack Food Products Segment

Cost of products sold in the Snack Food Products segment increased by $48,734 (44.0%) compared to the prior fiscal year due primarily to a substantial increase in sales volume. Meat commodity costs increased during fiscal year 2021 adding to the increase in cost of products sold. The cost of meat commodities increased approximately $12,692 during fiscal year 2021 compared to the prior fiscal year. As a result, a net realizable value reserve of $2,353 was recorded during the fiscal year after determining that the market value on some meat products was less than the costs associated with completion and sale of the product. Higher depreciation on processing equipment impacted the cost of products sold. The gross margin earned in this segment decreased from 29.3% to 19.8% during fiscal year 2021 primarily as a result of higher commodity costs.

Selling, General and Administrative Expenses-Consolidated

Selling, general and administrative expenses ("SG&A") in fiscal year 2021 increased $4,961 (9.0%) when compared to the prior fiscal year. The increase in this category did not directly correspond to the change in sales.

The table below summarizes the primary expense variances in this category:





                          October 29, 2021       October 30, 2020       Expense Increase
                             (52 Weeks)             (52 Weeks)             (Decrease)
Product advertising      $            8,160     $            6,714     $            1,446
Wages and bonus                      25,086                 24,079                  1,007
Healthcare costs                      2,790                  1,949                    841
Other (income) expense                 (508 )                   41                   (549 )
Pension expense                         772                  1,333                   (561 )
Fuel expense                          1,738                  1,301                    437
Postage expense                         778                    417                    361
Outside storage                         736                    431                    305
Travel expense                        1,963                  1,649                    314
Insurance expense                     1,337                  1,093                    244
Other SG&A                           17,275                 16,159                  1,116
Total - SG&A                         60,127                 55,166                  4,961



Costs for product advertising increased mainly as a result of higher payments under brand licensing agreements in the Snack Food Products segment during fiscal year 2021. Higher sales commissions resulted in higher wages and bonus expenses in the 2021 fiscal year compared to the 2020 fiscal year. Healthcare costs have increased due to claim activity increasing as pandemic restrictions are lifted. Other income increased due to an estimated gain on life insurance proceeds caused by the passing of a former executive employee during the fourth quarter of fiscal year 2021. The decrease in pension expense was due to higher pension discount rates being used to compute the future liability estimate. The increase in fuel expense was driven by per gallon fuel price increases compared to the prior year as a result of higher cost trends in petroleum markets. Postage expense increased due to higher product shipments to customers. Outside storage costs to warehouse products prior to shipment increased due to reaching storage capacity at our new facility as a result of higher sales volume. Travel expenses increased due to the gradual lifting of travel restrictions and stay-at-home orders which had been imposed in response to the COVID-19 pandemic. Insurance expense increased due to unfavorable market conditions, a change in coverage levels and unfavorable claims experience. None of the changes individually or as a group of expenses in "Other SG&A" were significant enough to merit separate disclosure. The major components comprising the increase of "Other SG&A" expenses were higher customer fines, equipment rental, sales taxes and employee training expenses.





  13





Selling, General and Administrative Expenses-Frozen Food Products Segment

SG&A expenses in the Frozen Food Products segment decreased by $840 (6.6%) compared to the prior fiscal year. The overall decrease in SG&A expenses was due to lower unit sales volume and profit-sharing accruals.

Selling, General and Administrative Expenses-Refrigerated and Snack Food Products Segment

SG&A expenses in the Snack Food Products segment increased by $5,801 (13.7%) during fiscal year 2021 compared to the prior fiscal year. Most of the increase was due to higher unit sales volume.

Gain on Sale of Property, Plant and Equipment

The gain during fiscal years 2021 and 2020 was due to the ordinary gain on disposal of assets.





Income Taxes


Income tax for fiscal years 2021 and 2020, respectively, was as follows:





                           October 29, 2021       October 30, 2020
Benefit on income taxes   $           (1,779 )   $           (2,193 )

Effective tax rate                      24.4 %                -42.7 %



We recorded a tax benefit of $1,779 and $2,193, for fiscal years 2021 and 2020, respectively, related to federal and state taxes, based on the Company's expected annual effective tax rate. The effective tax rate was 24.4% and -42.7% for fiscal years 2021 and 2020, respectively. The effective tax rate for fiscal year 2020 was impacted by the rate differential on our net operating loss carryback available under the CARES Act. In addition, the effective tax rates for fiscal years 2021 and 2020 were impacted by such items as non-deductible meals and entertainment, non-taxable gains and losses on life insurance policies and state income taxes. (Refer to Note 4 of Notes to Consolidated Financial Statements for more information).

Liquidity and Capital Resources (in thousands except share amounts, percentages, and ratios)

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 $12,000 under our line of credit with Wells Fargo during fiscal year 2021 to fund operations. As of October 29, 2021, we had a book overdraft of $469. The book overdraft is recorded as a liability in accounts payable on the Consolidated Balance Sheet. On December 1, 2021, we expanded the revolving line of credit to $25,000 until June 15, 2022, at which time the credit limit will return to $15,000. Commodity price volatility or increases could adversely impact our business, financial condition including liquidity and results of operations. Despite higher commodity costs, we may not be able to increase our product prices in a timely manner or sufficiently to offset increased commodity costs due to consumer price sensitivity, pricing in relation to competitors and the reluctance of retailers to accept the price increase. Higher product prices could potentially lower demand for our product and decrease volume. As of October 29, 2021, we had $1,065 of current debt on equipment loans. We entered into a bridge loan on August 30, 2021 for up to $25,000, which we plan to use to pay off the existing equipment loans as they come out of the lock out period and may be prepaid. As of October 29, 2021, we paid off $10,328 in equipment loans utilizing proceeds from the new bridge loan.

Management believes there are various options available to generate additional liquidity to repay debt or fund operations such as mortgaging real estate, should that be necessary. Our ability to increase liquidity will depend upon, among other things, our business plans, 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 mortgaging real estate, or generate positive cash flow necessary to fund operations, we may not be able to compete successfully, which could negatively impact our business, operations, and financial condition. Combined with the cash expected to be generated from the Company's operations, income tax refunds of $6,156 and deferral of social security taxes, we anticipate that we will maintain sufficient liquidity to operate our business for a reasonable period of time. We will continue to monitor the impact of COVID-19 on our liquidity and, if necessary, take action to preserve liquidity and ensure that our business can operate during these uncertain times.





  14





Cash flows from operating activities:





                                                    October 29, 2021       October 30, 2020
                                                       (52 Weeks)             (52 Weeks)

Net (loss) income                                  $           (5,503 )   $            7,323
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation                                                    6,669                  5,514
Provision for (recovery of) losses on accounts
receivable                                                        125                     (8 )
Provision for (reduction in) promotional
allowances                                                        319                   (423 )
Gain on sale of property, plant and equipment                    (504 )                  (58 )
Deferred income taxes, net                                      1,063                  6,385
Operating assets and liabilities                               (8,161 )               (8,816 )
Net cash (used in) provided by operating
activities                                         $           (5,992 )   $            9,917



For the fifty-two weeks ended October 29, 2021, net cash used in operating activities was $5,992, a decrease of $15,909 compared to the fifty-two weeks ended October 30, 2020. The decrease in net cash provided by operating activities primarily related to an increase in inventory of $7,475, a net loss of $5,503 and higher accounts receivable of $1,010, partially offset by a decrease in refundable income taxes and deferred taxes of $1,454. During fiscal year 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 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 74 days for the fifty-two weeks ended October 29, 2021, and 66 days for the fifty-two weeks ended October 30, 2020.

For the fifty-two weeks ended October 30, 2020, net cash provided by operating activities was $9,917. The result was primarily related to higher net income, an increase in accounts payable and deferred income taxes, partially offset by an increase in inventory and accounts receivable. During fiscal year 2020, we did not contribute towards our defined benefit pension plan.

Cash used in investing activities:





                                                       October 29, 2021      October 30, 2020
                                                          (52 Weeks)            (52 Weeks)
Proceeds from sale of property, plant and equipment   $              520     $              39
Proceeds from deposits in escrow                                    (750 )               1,125
Additions to property, plant and equipment                        (6,239 )             (24,482 )
Net cash used in investing activities                 $           (6,469 )   $         (23,318 )




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 of 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. Proceeds from deposits in escrow of $1,650 relate to the pending sale of 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. As of October 29, 2021, we have received a total of $1,650 in deposits in escrow less $1,275 received as non-refundable earnest money.





  15






The table below highlights the additions to property, plant and equipment for
the fifty-two weeks ended:



                                              October 29, 2021      October 30, 2020
                                                 (52 Weeks)            (52 Weeks)
Building improvements                        $               61     $           4,669
Furniture and fixture                                        94                   208
Temperature control                                          31                   446
Processing equipment                                      5,586                29,466
Packaging lines                                             348                   324
Vehicles for sales and/or delivery                        1,288                   704
Quality control and communication systems                    43                    24
Computer software and hardware                               18                    96
Forklifts                                                     9                     -
Change in projects in process                            (1,239 )             (11,455 )
Additions to property, plant and equipment   $            6,239     $          24,482




Expenditures for additions to property, plant and equipment during the fifty-two weeks ended October 29, 2021, include projects in process of $553 related to the new facility in Chicago.

Cash provided by financing activities:





                                             October 29, 2021       October 30, 2020
                                                (52 Weeks)             (52 Weeks)
Payment of capital lease obligations        $             (538 )   $              (24 )
Proceeds from bank borrowings                           12,000                 18,450
Repayments of bank borrowings                           (4,053 )               (3,076 )
Net cash provided by financing activities   $            7,409     $           15,350




Our stock repurchase program was approved by the Board of Directors in November 1999 and was expanded in June 2005. Under the stock repurchase program, we were authorized, at the discretion of management and the Board of Directors, to purchase up to an aggregate of 2,000,000 shares of our common stock on the open market. As of the end of fiscal year 2021, 120,113 shares remained authorized for repurchase under the program.

The Company leases three long-haul trucks pursuant to six-year leases that expire in 2025. Amortization of equipment under capital lease was $83 in 2021. The Company also leased one long-haul truck for $40 during fiscal year 2020, and that lease term is two years.

The following table reflects major components of our line of credit and borrowing agreements as of October 29, 2021 and October 30, 2020.





                                                    October 29, 2021       October 30, 2020

Revolving credit facility                          $           12,000     $                -
Equipment notes:
4.13% note due 12/24/25, out of lockout 12/26/20                    -                  5,823
3.98% note due 04/21/26, out of lockout 04/23/21                    -                  6,145
3.70% note due 12/21/26, out of lockout 12/23/21                2,901                  3,393
3.29% note due 03/05/27, out of lockout 03/06/22                5,951                  6,940
3.68% note due 04/16/27, out of lockout 04/17/22                5,888                  6,821
SOFR plus 2.00% bridge loan due 03/01/23                       10,329                      -
Total debt                                                     37,069                 29,122
Less current debt                                              (1,065 )               (4,430 )
Total long-term debt                               $           36,004     $           24,692




  16






Revolving Credit Facility


We maintain a line of credit with Wells Fargo Bank, N.A. that extends through March 1, 2022 (extended to March 1, 2023, per expanded line of credit signed December 1, 2021). As of October 29, 2021, 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 line of credit has an unused commitment fee of 0.25% of the available loan amount. We borrowed $2,000 under this line of credit on December 2, 2020, $2,000 on April 27, 2021, $2,000 on July 1, 2021, $3,000 on July 19, 2021 and $3,000 on October 15, 2021, for a combined total of $12,000. 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%. Under the amended line of credit, the benchmark interest rate of LIBOR has been transitioned to SOFR which could impact the cost of credit and alter the value of debt and loans. We borrowed an additional $2,000 on November 1, 2021, and $2,000 on December 16, 2021. Refer to Note 1 - Subsequent Events of the Notes to Consolidated Financial Statements included in this Report for further information.





Equipment Notes Payable



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

Bridge Loan

On August 30, 2021, we entered into a loan commitment note for a bridge loan of up to $25,000 which we plan to use to pay off the existing equipment loans as they come out of the lock out (dates detailed in the table above). The outstanding principal balances of the bridge loan shall be due and payable in full on the earlier of the following 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 (the "March 2020 Purchase and Sale Agreement"). As of October 29, 2021, we prepaid $10,328 in equipment loans (equipment loans 4.13% and 3.98% above) 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. On January 12, 2022, we paid off $2,778 of equipment loans (equipment loan 3.70% above) utilizing proceeds from the new bridge loan. Refer to Note 1 - Subsequent Events of Notes to Consolidated Financial Statements included in this Report for further information.





Loan Covenants


The Wells Fargo Loan Agreements 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:





  ? 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,
  ? Fixed Charge Coverage Ratio not less than 1.25 to 1.0 as of each fiscal
    quarter end, determined on a trailing 4-quarter basis, and
  ? Capital Expenditures less than $5,000.



The Company was in violation of the capital expenditure covenant and fixed charge coverage ratio which were subsequently waived (per letter dated January 25, 2022). The Company was in compliance with all other covenants under the Wells Fargo Loan Agreements as of October 29, 2021.





Aggregate contractual maturities of debt in future fiscal years are as follows
as of October 29, 2021:



Fiscal Years    Debt Payable
2022           $        1,065
2023           $       23,761
2024           $        2,588
2025           $        2,681
2026-2027      $        6,974




  17






Impact of Inflation


Our operating results are heavily dependent upon the prices paid for raw materials. The marketing of our value-added products does not lend itself to instantaneous changes in selling prices. Changes in selling prices are relatively infrequent and do not compare with the volatility of commodity markets. While fluctuations in significant cost structure components, such as ingredient commodities and fuel prices, have had a significant impact on profitability over the last two fiscal years, the impact of general price inflation on our financial position and results of operations has not been significant. However, future volatility of general price inflation or deflation and raw material cost and availability could adversely affect our financial results.

Management is of the opinion that our strong financial position and our capital resources are sufficient to provide for our operating needs and capital expenditures for fiscal year 2022.

Off-Balance Sheet Arrangements

We do not currently have any off-balance sheet arrangements within the meaning of Item 303(b) of Regulation S-K.





Contractual Obligations


Except as described above, we had no other debt or other contractual obligations within the meaning of Item 303(b) of Regulation S-K, as of October 29, 2021.

Our expected future liability related to construction of the new Chicago processing facility is approximately $3,006 as of October 29, 2021.





Critical Accounting Policies


The preparation of financial statements in conformity with generally accepted accounting principles requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the respective reporting periods. Actual results could differ from those estimates. Amounts estimated related to liabilities for self-insured workers' compensation, employee healthcare and pension benefits are especially subject to inherent uncertainties and these estimated liabilities may ultimately settle at amounts not originally estimated. We record promotions, returns allowances, bad debt and inventory allowances based on recent and historical trends. Management believes its current estimates are reasonable and based on the best information available at the time.

Disclosure concerning our policies on credit risk, revenue recognition, cash surrender or contract value for life insurance policies, deferred income tax and the recoverability of our long-lived assets are provided in Notes 1 and 4 of the Notes to the Consolidated Financial Statements.

Recently Issued Accounting Pronouncements and Regulations

Various accounting standard-setting bodies have been active in soliciting comments and issuing statements, interpretations, and exposure drafts. For information on new accounting pronouncements and the impact, if any, on our financial position or results of operations, see Note 1 of the Notes to the Consolidated Financial Statements.

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