What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2021-01-15 compared with 2020-01-24 · 200 added, 179 removed, 150 unchanged (72% of the section changed)

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Stock and Dividend Data

common stock is traded in the national over-the-counter market and is authorized for quotation on the Nasdaq Global Market under

the symbol “BRID”.

common stock is traded on the Nasdaq Global Market under the symbol “BRID”.

of January 12, 2021, there were 718 shareholders of record in our common stock.

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October 3, 2020 –

periods shown are our fiscal periods during the sixteen-week quarter ended November 1, 2019.

October 30, 2020

periods shown are our fiscal periods during the sixteen-week quarter ended October 30, 2020.

repurchases reflected in the foregoing table were made on the open market.

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may occur from time to time, in open market transactions pursuant to Rule 10b-18 of the Exchange Act.

The daily purchase

quantity is defined as a number of shares up to, but not to exceed, each day’s applicable Rule 10b-18 maximum volume

The daily purchase quantity

is defined as a number of shares up to, but not to exceed, each day’s applicable Rule 10b-18 maximum volume limit (i.e.

25% of the prior four calendar weeks’

average daily trading volume);

however, once per week a block of stock

may be purchased that exceeds the Rule 10b-18 average daily trading volume condition.

As of November 1, 2019,

the total maximum number of shares that may be purchased under the Purchase Plan is 120,113 at a purchase price not to exceed

$10.00 per share for a total maximum aggregate price (exclusive of commission) of $1,201,130.

however, once per week a block of stock may be

purchased that exceeds the Rule 10b-18 average daily trading volume condition.

As of October 30, 2020, the total maximum number

of shares that may be purchased under the Purchase Plan is 120,113 at a purchase price not to exceed $10.00 per share for

a total maximum aggregate price (exclusive of commission) of $1,201,130.

However, our agreement with Citigroup lapsed on its

own (by its terms) on October 14, 2019.

Selected Financial Data

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of Operations (in thousands except percentages)

Year Ended November 1, 2019 (52 weeks) Compared to Fiscal Year Ended November 2, 2018 (52 weeks)

Year Ended October 30, 2020 (52 weeks) Compared to Fiscal Year Ended November 1, 2019 (52 weeks)

Sales-Consolidated

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The changes in net sales were comprised

on Net Sales-Consolidated

Impact on Net Sales-Consolidated

Selling price per pound

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Promotional activity

Increase in net sales

Sales-Frozen Food Products Segment

sales in the Frozen Food Products segment in fiscal year 2019 increased $3,968 (8.4%) compared to the prior fiscal year.

in net sales were comprised as follows:

on Net Sales-Frozen Food Products

sales in the Frozen Food Products segment in fiscal year 2020 decreased $9,993 (19.5%) compared to the prior fiscal year.

changes in net sales were comprised as follows:

Impact on Net Sales-Frozen Food Products

Selling price per pound

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Promotional activity

increase in net sales in fiscal year 2019 was attributable to higher unit sales volume and higher selling price per pound.

increase in net sales was primarily driven by a significant increase in volume in our shelf-stable sandwich business to institutional

and retail customers.

Other institutional Frozen Food Product sales, including sheet dough and rolls, increased 3% by volume while

retail sales volume decreased 4%.

Changes in returns were slightly higher compared to the prior fiscal year.

Promotional activity

increased due to higher bid price reductions, rebates and menu allowances as a percentage of sales.

Decrease in net sales

decrease in net sales in fiscal year 2020 was attributable to lower unit sales volume partially offset by a higher selling price

The decrease in net sales was primarily driven by a significant decrease in volume in our shelf-stable sandwich business

to institutional customers partially offset by an increase in selling prices implemented in the first quarter of fiscal year 2019.

Other institutional Frozen Food Product sales, including sheet dough and rolls, decreased 29% by volume while retail sales volume

increased 38%.

During fiscal year 2020, demand shifted from foodservice to retail sales channels as schools and in-dining restaurants

closed across the United States in response to the COVID-19 pandemic.

Returns activity increased compared to the prior fiscal

Promotional activity decreased due to lower bid price reductions, rebates and menu allowances as a percentage of sales.

Sales-Snack Food Products Segment

sales in the Snack Food Products segment in fiscal year 2020 increased $19,178 (13.9%) compared to the prior fiscal year.

in net sales were comprised as follows:

on Net Sales-Snack Food Products

changes in net sales were comprised as follows:

Impact on Net Sales-Snack Food Products

Selling price per pound

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Promotional activity

increase in net sales in fiscal year 2019 was attributable to a significant increase in new product offerings including smokehouse

sausage sticks introduced during the second quarter of fiscal year 2018.

The increase in net sales occurred mainly in our direct

store delivery distribution channel while warehouse shipments decreased.

The weighted average selling price per pound increased

compared to the prior fiscal year due to higher per pound selling prices for new items.

Promotional offers increased corresponding

to the increase in unit sales volume.

Returns activity increased slightly compared to the 2018 fiscal year.

Increase in net sales

increase in net sales in fiscal year 2020 was attributable to higher sales through our direct store delivery distribution channel.

The weighted average selling price per pound decreased due to significant volume increases in high volume, low margin accounts.

Promotional offers increased due to higher sales to high-volume, high-promotion customers.

Returns activity decreased slightly

compared to the 2019 fiscal year.

of Products Sold and Gross Margin-Consolidated

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in the Snack Food Products segment was the primary contributing factor to the increase in cost of products sold.

Overhead spending

increased due to significant increases in hourly wages and bonus, insurance expenses, repairs and maintenance, healthcare expenses

and indirect operating supplies.

Costs related to an additional production facility currently under construction also increased

overhead expenses.

A decrease in commodity costs during fiscal year 2019 partially offset the increase in cost of goods sold.

The gross margin increased from 32.4% to 32.7% during fiscal year 2019 compared to the prior fiscal year.

in Cost of Products Sold by Segment

Gross overhead

spending decreased but was offset by significant increases in commodity costs, higher production labor and higher inbound freight

Costs related to an additional production facility completed at the end of fiscal year 2020 also increased overhead expenses.

An increase in commodity costs during fiscal year 2020 contributed to the increase in cost of goods sold.

The gross margin decreased

from 32.7% to 30.1% during fiscal year 2020 compared to the prior fiscal year.

Change in Cost of Products Sold by Segment

Frozen Food Products Segment

Snack Food Products

Snack Food Products Segment

of Products Sold and Gross Margin–Frozen Food Products Segment

of products sold in the Frozen Food Products segment increased by $2,452 (7.9%) to $33,444 in fiscal year 2019 compared to the

prior fiscal year.

Increased volume and changes in product mix were the primary contributing factors to the increase.

of products sold was partially offset by lower flour commodity costs of approximately $111.

The gross margin percentage increased

from 34.4% to 34.7% during fiscal year 2019 compared to the prior fiscal year.

of products sold in the Frozen Food Products segment decreased by $5,757 (17.2%) in fiscal year 2020 compared to the prior fiscal

Decreased volume and changes in product mix were the primary contributing factors to the decrease.

Higher flour commodity

costs of approximately $70 partially offset the decrease in costs of goods sold.

The gross margin percentage decreased from 34.7%

to 32.9% during fiscal year 2020 compared to the prior fiscal year.

of Products Sold and Gross Margin–Snack Food Products Segment

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to a substantial increase in sales volume.

Higher hourly wages including increased production labor impacted the cost of products

sold as did higher healthcare, insurance and repair and maintenance expense.

The cost of meat commodities decreased approximately

$1,725 during fiscal year 2019 compared to the prior fiscal year.

The gross margin earned in this segment increased from 31.7%

to 31.9% during fiscal year 2019 primarily as a result of lower commodity costs.

Meat commodity costs increased during fiscal year 2020 adding to the increase in cost

of products sold.

The cost of meat commodities increased approximately $3,815 during fiscal year 2020 compared to the prior fiscal

Higher depreciation on processing equipment impacted the cost of products sold.

The gross margin earned in this segment

decreased from 31.9% to 29.3% during fiscal year 2020 primarily as a result of higher commodity costs.

General and Administrative Expenses-Consolidated

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table below summarizes the primary expense variances in this category:

Wages and bonus

Pension costs

Repairs and maintenance “SQF”

October 30, 2020

November 1, 2019

Expense Increase

Healthcare costs

Pension costs

Wages and bonus

Outside consulting

Product advertising

Other income/expense

Outside storage

Cash surrender value gains

profit-sharing accruals resulted in higher wages and bonus expense in fiscal year 2019 compared to the prior year.

in pension expense was due to higher pension discount rates being used to compute the future liability estimate.

Insurance costs

increased due to higher claim activity and the addition of a new production and warehousing facility.

Repairs and maintenance

expense decreased as the Company prepared its Chicago facility in fiscal year 2018 to comply with Food Safety Certification

requirements created and managed by the SQF Institute.

Healthcare benefit expense has increased due to recent unfavorable claim

activity compared to fiscal year 2018.

Travel expenses increased due to research related to construction of the new plant as well

as increased travel by business development managers.

Vehicle repairs

benefit expense has decreased due to recent favorable claim activity compared to fiscal year 2019.

The increase in pension expense

was due to a higher unrecognized net loss compared to the prior year.

Travel expenses decreased due to travel restrictions and

stay-at-home orders in response to the COVID-19 pandemic.

Higher labor commissions on increased sales resulted in higher wages

and bonus expense in fiscal year 2020 compared to the prior year.

Outside consulting costs increased due to higher real estate

advisory services and other related legal fees.

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 2020.

Other income/expense increased due

to a miscellaneous gain that did not reoccur in the current fiscal year.

The gain on cash surrender value of life insurance policies

decreased substantially due to lower stock market gains compared to fiscal year 2018.

The major components comprising the increase

of “Other SG&A”

expenses were outside consulting fees, utilities and property taxes.

Outside storage costs increased due

to limited space at the new facility being used to warehouse products prior to shipment.

The gain on cash surrender value of life

insurance policies increased substantially due to higher stock market gains compared to fiscal year 2019.

Vehicle repairs increased

in the Snack Food Products segment.

The major components comprising the increase of “Other SG&A”

expenses were

computer maintenance and utilities.

General and Administrative Expenses-Frozen Food Products Segment

expenses in the Frozen Food Products segment increased by $641 (4.5%) to $14,867 during fiscal year 2019 compared to the prior

The overall increase in SG&A expenses was due to higher unit sales volume, profit-sharing accruals and product

expenses in the Frozen Food Products segment decreased by $2,301 (15.5%) to $12,566 during fiscal year 2020 compared to the prior

The overall decrease in SG&A expenses was due to lower unit sales volume, profit-sharing accruals and product

General and Administrative Expenses-Refrigerated and Snack Food Products Segment

expenses in the Snack Food Products segment increased by $3,910 (10.3%) to $41,880 during fiscal year 2020 compared to the prior

Most of the increase was due to higher unit sales volume in pounds and higher expenses related to wages and bonuses

including an increase in sales commissions.

on Sale of Property, Plant and Equipment

March 7, 2018, the Company sold a parcel of land in Chicago, Illinois for approximately $5,977 and recognized a non-recurring

pre-tax gain in fiscal year 2018.

The cost basis of the land was insignificant.

Any gain or loss during fiscal year 2019 was due

to ordinary gain or loss on disposal of assets.

Most of the increase was due to higher unit sales volume partially offset by an allocated gain on cash surrender

value of life insurance policies.

or Loss on Sale of Property, Plant and Equipment

gain or loss during fiscal years 2020 and 2019 was due to ordinary gain or loss on disposal of assets.

Company’s effective income tax rate was -42.7% and 24.0% in fiscal years 2020 and 2019, respectively.

In fiscal year

2019, the effective income tax rate differed from the applicable mixed statutory rate of approximately 23.1% primarily due to

tax reform adjustment of deferred income taxes, the Domestic Production Activities Deduction and a change in the liability on

unrecognized benefits related to research and development tax credits (refer to Note 4 of Notes to the Consolidated Financial

Statements for more information).

The effective income

tax rate differed from the applicable mixed statutory rate of approximately 26.4% due to the rate differential on our net operating

loss carryback available under the CARES Act, 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 the Consolidated Financial Statements for more information).

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

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We normally fund our operations from cash balances and cash flow generated from operations.

We borrowed $7,500 during the first quarter of fiscal year 2019 to purchase specific equipment for our new Chicago processing

We borrowed a second $7,500 subsequent to the end of the second quarter of fiscal year 2019.

Historically, we expect

positive operating cash flows in the first quarter of our fiscal year from the liquidation of inventory and accounts receivable

balances related to holiday season sales.

We borrowed $15,000 during fiscal year 2019 and $18,450 during the first half of fiscal year 2020 to purchase specific equipment

for our new Chicago processing facility.

In addition, we borrowed $4,500 under our line of credit with Wells Fargo Bank, N.A.

during the first quarter of fiscal year 2020 to fund operations which was repaid in the third quarter of fiscal 2020.

$2,000 under the line of credit subsequent to the end of fiscal year 2020 on December 2, 2020.

March 16, 2020, we entered into a Purchase and Sale Agreement with CRG Acquisition, LLC (“CRG”) as amended, pursuant

to which we agreed to sell to CRG 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”).

Proceeds from the purchase price for

the Property of $60,000 are anticipated 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 immaterial.

The escrow account for the transaction has received

$1,350 in earnest money through October 30, 2020.

We have received a total of $225 which is non-refundable earnest money and thus

not part of restricted cash.

Historically,

we expect positive operating and cash flows in the first quarter of our fiscal year from the liquidation of inventory and accounts

receivable balances related to holiday season sales.

Anticipated commodity price trends may affect future cash balances.

Certain commodities

may be purchased in advance of our immediate needs to lower the ultimate cost of processing.

commodities may be purchased in advance of our immediate needs to lower the ultimate cost of processing.

flows from operating activities:

Adjustments to reconcile net income

to net cash provided by operating activities:

Provision for losses

on accounts receivable

(Provision for)

October 30, 2020

November 1, 2019

Adjustments to reconcile net income to net cash provided by operating activities:

(Recovery of) provision for losses on accounts receivable

Reduction in promotional allowances

on sale of property, plant and equipment

Deferred income

Changes in operating

working capital

Net cash provided

by operating activities

the fifty-two weeks ended November 1, 2019, net cash provided by operating activities was $7,247, a decrease of $1,018

compared to the fifty-two weeks ended November 1, 2018.

The net decrease in cash provided by operating activities primarily

related to an increase in inventory of $2,954, lower net income of $6,484 and deferred income taxes of $1,889 partially

offset by an increase in the current portion of non-current liabilities of $1,643 and payments for estimated taxes of $697.

During fiscal year 2019, we funded $875 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.

Loss (Gain) on sale of property, plant and equipment

Deferred income taxes, net

Changes in operating working capital

Net cash provided by operating activities

the fifty-two weeks ended October 30, 2020, net cash provided by operating activities was $9,917, an increase of $2,670 compared

to the fifty-two weeks ended November 1, 2019.

The net increase in cash provided by operating activities primarily related to

higher net income of $7,323, deferred income taxes of $6,045 and higher accounts payable of $2,509 partially offset by an increase

in inventory of $2,929 and an increase in accounts receivable of $1,512.

During fiscal year 2020, 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.

cash conversion cycle (defined as days of inventory and trade receivables less days of trade payables outstanding) was equal to

67 days for the fifty-two weeks ended November 1, 2019 and 64 days for the fifty-two weeks ended November 2, 2018.

customers increased the length of payment terms during fiscal year 2018 which increased the prior fiscal year’s cash conversion

66 days for the fifty-two weeks ended October 30, 2020 and 67 days for the fifty-two weeks ended November 1, 2019.

the fifty-two weeks ended November 1, 2019, net cash provided by operating activities was $7,247.

This result was primarily related

to net income and a decrease in non-current liabilities.

During fiscal year 2018, we funded $3,150 towards our defined benefit

pension plan.

The result was primarily related

to lower net income, an increase in inventory and deferred income taxes.

During fiscal year 2019, we funded $875 towards our defined

benefit pension plan.

used in investing activities:

Proceeds from sale of property,

plant and equipment

property, plant and equipment

cash used in investing activities

October 30, 2020

November 1, 2019

Proceeds from sale of property, plant and equipment

Proceeds from deposits in escrow

Additions to property, plant and equipment

Net cash used in investing activities

for property, plant and equipment include the acquisition of equipment, upgrading of facilities to maintain operating efficiency

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In general, we capitalize the cost of additions and improvements

and expense the cost for repairs and maintenance.

and expense the cost of repairs and maintenance.

We may also capitalize costs related to improvements that extend the life, increase

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used to process food products.

Proceeds from deposits in escrow of $1,125 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.

Refer to Note 1 –

Subsequent Events for more information.

We have received a total of $1,350 in deposits in escrow

less $225 received as non-refundable earnest money.

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

October 30, 2020

November 1, 2019

Building improvements

Leasehold improvements

Furniture and fixture

Temperature control

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Computer software and hardware

Change in projects

to property, plant and equipment

for additions to property, plant and equipment during the fifty-two weeks ended November 1, 2019 include projects in process of

Change in projects in process

Additions to property, plant and equipment

for additions to property, plant and equipment during the fifty-two weeks ended October 30, 2020 include projects in process of

$1,090 related to the new facility in Chicago.

provided by (used in) financing activities:

Payments of capital lease

provided by financing activities:

October 30, 2020

November 1, 2019

Payments of capital lease obligations

Proceeds from bank borrowings

Repayments of

bank borrowings

cash provided by (used in) financing activities

Repayments of bank borrowings

Net cash provided by financing activities

stock repurchase program was approved by the Board of Directors in November 1999 and was expanded in June 2005.

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for repurchase under the program.

However, our agreement with Citigroup lapsed on its own (by its terms) on October 14, 2019.

invested in OTR (over-the-road) tractors during fiscal year 2012 financed by a capital lease obligation in the amount of $1,848.

The total capital lease obligation was settled as of November 1, 2019 with no remaining lease liability.

We bought several of

the tractors and converted to month-to-month arrangements on other tractors as needed.

We plan to invest in new capital lease

arrangements in fiscal 2020.

Company leases three long-haul trucks received during fiscal year 2019.

The six-year leases for these trucks expire in 2025.

of equipment under capital lease was $71 in 2020.

The Company leased one long-haul truck for $40 during fiscal year 2020,

and that lease term is two years.

maintain a line of credit with Wells Fargo Bank, N.A.

that expires on March 1, 2020.

Under the terms of this line of credit, we

may borrow up to $7,500 at an interest rate equal to the bank’s prime rate or Libor plus 1.5%.

The borrowing agreement contains

various covenants, the more significant of which require us to maintain a minimum tangible net worth, a minimum quick ratio, a

minimum net income after tax and total capital expenditures less than $7,500.

The Company was in violation of the capital expenditure

covenant which was subsequently waived by letter dated December 16, 2019.

The Company was in compliance with all other

covenants as of November 1, 2019.

December 26, 2018, we entered into a master collateral loan and security agreement with Wells Fargo Bank, N.A for up to $15,000

in equipment financing.

Pursuant to the loan agreement, we made two borrowings of $7,500 each, to purchase specific equipment

for our new Chicago processing facility at a fixed rate of 4.13% and 3.98%, respectively, per annum.

The loan terms are seven

years and are secured by the purchased equipment.

The first funding of $7,500 was received on December 28, 2018.

The second funding

was received on April 23, 2019.

The master collateral loan and security agreement with Wells Fargo Bank, N.A.

contains 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:

Liabilities divided by Tangible Net Worth (as defined) not greater than 2.5 to 1.0 at each fiscal quarter,

Ratio (as defined) not less than 1.0 to 1.0 at each fiscal quarter end, and

income after taxes not less than one dollar on a quarterly basis, determined as of each fiscal quarter end.

Company was in compliance with all covenants under the master collateral loan and security agreement as of November 1, 2019.

that extends through March 1, 2022.

Under the terms of this line of

credit, we may borrow up to $7,500 at an interest rate equal to the bank’s prime rate or LIBOR plus 1.5%.

$2,000 under this line of credit on November 24, 2019 and $2,500 on January 24, 2020 for a combined total of $4,500.

repaid the balance on this line of credit with Wells Fargo Bank, N.A.

on May 13, 2020 of $4,500 with the proceeds from the

fifth borrowing of $7,200 under the master collateral loan and security agreement with Wells Fargo Bank, N.A.

The Company was in compliance with all covenants as of October 30, 2020.

Subsequent to October 30, 2020, we borrowed

$2,000 under the line of credit on December 2, 2020.

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 as amended to expand facility.

Pursuant to the Original

Wells Fargo Loan Agreement, we borrowed the following amounts.

and Number (1)

Funds Received

Amount and Date

7 years for 84 installment payments.

Wells Fargo Loan Agreement as amended and line of credit, 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:

Liabilities divided by Tangible Net Worth not greater than 2.5 to 1.0 at each fiscal quarter,

Ratio not less than 1.0 to 1.0 at each fiscal quarter end, and

Charge Coverage Ratio not less than 1.25 to 1.0 as of each fiscal quarter end, determined on a trailing 4-quarter basis.

contractual maturities of debt in future fiscal years are as follows:

Company was in compliance with all covenants under the Wells Fargo Loan Agreement and line of credit as of October 30,

operating results are heavily dependent upon the prices paid for raw materials.

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do not currently have any off-balance sheet arrangements within the meaning of Item 303(a)(4) of Regulation S-K.

We had no other debt or other contractual

obligations within the meaning of Item 303(a)(5) of Regulation S-K, as of November 1, 2019.

expected future liability related to construction of the new Chicago processing facility for the purchase of smokehouses and chillers

is approximately $13,900 as of January 8, 2020.

as described above, we had no other debt or other contractual obligations within the meaning of Item 303(a)(5) of Regulation S-K,

as of October 30, 2020.

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

Accounting Policies

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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.

income tax and the recoverability of our long-lived assets are provided in Notes 1 and 4 of the Notes to the Consolidated Financial

Issued Accounting Pronouncements and Regulations

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity