79 unchanged sentences
or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: assessed the effectiveness of our internal control over financial reporting for our fiscal year ended November 1, 2019.
+Added: assessed the effectiveness of our internal control over financial reporting for our fiscal year ended October 30, 2020.
on management’s assessment and the above-referenced criteria, management believes that the internal control over financial
−Removed: reporting for our fiscal year ended November 1, 2019 was effective.
+Added: reporting for our fiscal year ended October 30, 2020 was effective.
Other Information
1 unchanged sentence
information required by this item will be included in the Proxy Statement, which will be filed with the Securities and Exchange
−Removed: Commission not later than 120 days after the end of our fiscal year ended November 1, 2019 and is incorporated herein by reference.
+Added: Commission not later than 120 days after the end of our fiscal year ended October 30, 2020 and is incorporated herein by reference.
Information concerning our executive officers is set forth in Part I, Item 1 of this Report under the heading “Executive
2 unchanged sentences
information required by this item will be included in the Proxy Statement, which will be filed with the Securities and Exchange
−Removed: Commission not later than 120 days after the end of our fiscal year ended November 1, 2019 and is incorporated herein by reference.
+Added: Commission not later than 120 days after the end of our fiscal year ended October 30, 2020 and is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
information required by this item will be included in the Proxy Statement, which will be filed with the Securities and Exchange
−Removed: Commission not later than 120 days after the end of our fiscal year ended November 1, 2019 and is incorporated herein by reference.
+Added: Commission not later than 120 days after the end of our fiscal year ended October 30, 2020 and is incorporated herein by reference.
Compensation Plan Information
2 unchanged sentences
information required by this item will be included in the Proxy Statement, which will be filed with the Securities and Exchange
−Removed: Commission not later than 120 days after the end of our fiscal year ended November 1, 2019 and is incorporated herein by reference.
+Added: Commission not later than 120 days after the end of our fiscal year ended October 30, 2020 and is incorporated herein by reference.
are considered a “controlled company”
5 unchanged sentences
the Board of Directors has determined that Messrs.
−Removed: Andrews, Scott and Ms.
+Added: Andrews and Scott and Ms.
Schott who together comprise the Audit Committee
8 unchanged sentences
Total fees billed under this arrangement for fiscal year 2020 were approximately $292,700.
−Removed: Allan Bridgford Jr., son of the former senior chairman of the Board of Directors, is providing consulting services to the Chicago
−Removed: plant and management.
+Added: director Allan Bridgford Jr., son of the former senior chairman of the Board of Directors, is providing consulting services to
+Added: the Chicago plant and management.
The contract on behalf of the Company with Allan Bridgford Jr.
−Removed: is for consulting services at $1,200 per
+Added: is for consulting services at
+Added: $1,200 per day.
Total fees billed under this arrangement for fiscal year 2020 were approximately $169,000.
−Removed: As a member of the Board
−Removed: of Directors, he was paid a fee of $2,380 for each meeting attended during fiscal year 2019.
+Added: As a member of the
+Added: Board of Directors, he was paid a fee of $2,480 for each meeting attended during fiscal year 2020.
Total fees paid under this
1 unchanged sentence
Under an arrangement with Allan Bridgford Jr., we accrued approximately $279,400
−Removed: $481,500 of profit sharing based on fiscal year 2019 profitability to be paid out in three installments equally over the
−Removed: next three years.
+Added: of profit sharing based on fiscal year 2020 profitability to be paid out in three installments equally over the next three years.
Keith Ross currently provides real estate consulting services to the Board and management.
−Removed: He was paid a fee of $2,380
−Removed: for each Board meeting attended and was paid an aggregate of $23,640 for meetings attended during fiscal year 2019.
−Removed: fees were paid during fiscal year 2019 for consulting services.
−Removed: Principal Accounting Fees and Services
+Added: He was paid a fee of $2,480 for each
+Added: Board meeting attended and was paid an aggregate of $24,600 for meetings attended during fiscal year 2020.
+Added: Fees of approximately
+Added: $37,780 were paid during fiscal year 2020 for consulting services.
+Added: Principal Accountant Fees and Services
information required by this item will be included in the Proxy Statement, which will be filed with the Securities and Exchange
−Removed: Commission not later than 120 days after the end of our fiscal year ended November 1, 2019 and is incorporated herein by reference.
+Added: Commission not later than 120 days after the end of our fiscal year ended October 30, 2020 and is incorporated herein by reference.
Exhibits and Financial Statement Schedules
3 unchanged sentences
Annual Report on Internal Control Over Financial Reporting
−Removed: of Independent Registered Public Accounting Firm
−Removed: Balance Sheets as of November 1, 2019 and November 2, 2018
−Removed: Statements of Operations for years ended November 1, 2019 and November 2, 2018
−Removed: Statements of Comprehensive Income for years ended November 1, 2019 and November 2, 2018
−Removed: Statements of Shareholders’
−Removed: Equity for years ended November 1, 2019 and November 2, 2018
−Removed: Statements of Cash Flows for years ended November 1, 2019 and November 2, 2018
−Removed: to Consolidated Financial Statements
+Added: Report of Independent Registered Public Accounting Firm
+Added: Consolidated Balance Sheets as of October 30, 2020 and November 1, 2019
+Added: Consolidated Statements of Operations for years ended October 30, 2020 and November 1, 2019
+Added: Consolidated Statements of Comprehensive Income for years ended October 30, 2020 and November 1, 2019
+Added: Consolidated Statements of Shareholders’
+Added: Equity for years ended October 30, 2020 and November 1, 2019
+Added: Consolidated Statements of Cash Flows for years ended October 30, 2020 and November 1, 2019
+Added: Notes to Consolidated Financial Statements
Financial Statement Schedules
1 unchanged sentence
The exhibits below are filed or incorporated herein by reference .
−Removed: Articles of Incorporation, as amended.
−Removed: and Restated Bylaws.
+Added: Restated Articles of Incorporation, as amended.
+Added: Amended and Restated Bylaws.
Description of Capital Stock of the Registrant
−Removed: Foods Corporation Defined Benefit Pension Plan.
−Removed: Foods Corporation Supplemental Executive Retirement Plan.
−Removed: Foods Corporation Deferred Compensation Savings Plan.
−Removed: Agreement, dated August 12, 2019, between the Registrant and Allan L.
+Added: Bridgford Foods Corporation Defined Benefit Pension Plan.
+Added: Bridgford Foods Corporation Supplemental Executive Retirement Plan.
+Added: Bridgford Foods Corporation Deferred Compensation Savings Plan.
+Added: Consulting Agreement, dated August 12, 2019, between the Registrant and Allan L.
Bridgford Sr.
+Added: Purchase and Sale Agreement dated March 16, 2020 between Bridgford Foods Processing Company and CRG Acquisition, LLC.
Subsidiaries of the Registrant.
−Removed: Power of Attorney (included as part of the
−Removed: signature page).
−Removed: Certification of Principal Executive
−Removed: Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: Certification of Principal Financial
−Removed: Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: Power of Attorney (included as part of the signature page).
+Added: Certification of Principal Executive Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: Certification of Principal Financial Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification Pursuant to 18 U.S.C.
−Removed: 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Principal Executive Officer).
+Added: Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Principal Executive Officer).
Certification Pursuant to 18 U.S.C.
−Removed: 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Principal Financial Officer).
−Removed: XBRL Instance Document.
−Removed: XBRL Taxonomy Extension Schema Document.
−Removed: XBRL Taxonomy Extension Calculation Linkbase Document.
−Removed: XBRL Taxonomy Extension Definition Linkbase Document.
−Removed: XBRL Taxonomy Extension Label Linkbase Document.
−Removed: XBRL Taxonomy Extension Presentation Linkbase Document.
−Removed: Each of these Exhibits constitutes a management
−Removed: contract, compensatory plan or arrangement.
+Added: Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Principal Financial Officer).
+Added: Instance Document.
+Added: Taxonomy Extension Schema Document.
+Added: Taxonomy Extension Calculation Linkbase Document.
+Added: Taxonomy Extension Definition Linkbase Document.
+Added: Taxonomy Extension Label Linkbase Document.
+Added: Taxonomy Extension Presentation Linkbase Document.
+Added: of these Exhibits constitutes a management contract, compensatory plan or arrangement.
Form 10-K Summary
22 unchanged sentences
Bridgford Sr.
−Removed: ALLAN BRIDGFORD JR.
−Removed: Bridgford Jr.
GREGORY SCOTT
5 unchanged sentences
have audited the accompanying consolidated balance sheets of Bridgford Foods Corporation and its subsidiaries (the Company) as
−Removed: of November 1, 2019 and November 2, 2018, the related consolidated statements of operations, comprehensive income, shareholders’
+Added: of October 30, 2020 and November 1, 2019, the related consolidated statements of operations, comprehensive income, shareholders’
equity and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively,
1 unchanged sentence
In our opinion, the financial statements present fairly, in all material respects, the financial position
−Removed: of the Company as of November 1, 2019 and November 2, 2018, and the results of its operations and its cash flows for the years
+Added: of the Company as of October 30, 2020 and November 1, 2019, and the results of its operations and its cash flows for the years
then ended, in conformity with accounting principles generally accepted in the United States of America.
19 unchanged sentences
We believe that our audits provide a reasonable basis for our opinion.
−Removed: Squar Milner LLP
+Added: Baker Tilly US, LLP
have served as the Company’s auditor since 2009.
4 unchanged sentences
Current assets:
−Removed: and cash equivalents
−Removed: Accounts receivable,
−Removed: less allowance for doubtful accounts of $31 and $33, respectively and promotional allowances of $2,974 and $2,122, respectively
+Added: Cash and cash equivalents
+Added: Restricted cash
+Added: Accounts receivable, less allowance for doubtful accounts of $16 and $31, respectively and promotional allowances of $2,550 and $2,974, respectively
Inventories, net
+Added: Refundable income taxes
+Added: Prepaid expenses
Total current assets
−Removed: Property, plant and equipment, net of
−Removed: accumulated depreciation and amortization of $54,015 and $66,337, respectively
+Added: Property, plant and equipment, net of accumulated depreciation and amortization of $58,686 and $54,015, respectively
Other non-current assets
−Removed: Deferred income
−Removed: LIABILITIES AND
−Removed: SHAREHOLDERS’
+Added: Deferred income taxes
+Added: LIABILITIES AND SHAREHOLDERS’
Current liabilities:
Accounts payable
−Removed: Accrued payroll,
−Removed: advertising and other expenses
+Added: Accrued payroll, advertising and other expenses
Income taxes payable
−Removed: Current notes payable
+Added: Current notes payable –
equipment (Note 5)
−Removed: portion of non-current liabilities
+Added: Current portion of non-current liabilities
Total current liabilities
Long-term notes payable –
+Added: equipment (Note 5)
+Added: Deferred income taxes
Non-current liabilities
Total liabilities
−Removed: Contingencies and commitments (Notes
+Added: Contingencies and commitments (Notes 3, 5 and 6)
Shareholders’
−Removed: Preferred stock,
−Removed: without par value;
+Added: Preferred stock, without par value;
Authorized, - 1,000 shares;
issued and outstanding –
−Removed: Common stock, $1.00
+Added: Common stock, $1.00 par value;
Authorized, - 20,000 shares;
2 unchanged sentences
Retained earnings
−Removed: other comprehensive loss
+Added: Accumulated other comprehensive loss
Total shareholders’
−Removed: Total liabilities
−Removed: and shareholders’
+Added: Total liabilities and shareholders’
accompanying notes to consolidated financial statements.
1 unchanged sentence
STATEMENTS OF OPERATIONS
−Removed: the fiscal years ended November 1, 2019 and November 2, 2018
+Added: the fiscal years ended October 30, 2020 and November 1, 2019
thousands, except share and per share amounts)
−Removed: Cost of products
−Removed: Selling, general and administrative
−Removed: Loss (gain) on
−Removed: sale of property, plant and equipment
+Added: October 30, 2020
+Added: November 1, 2019
+Added: Cost of products sold
+Added: Selling, general and administrative expenses
+Added: (Gain) loss on sale of property, plant and equipment
Income before taxes
−Removed: Provision for
+Added: (Benefit on) provision for income taxes
Basic earnings per share
−Removed: Shares used to
−Removed: compute basic earnings per share
+Added: Shares used to compute basic earnings per share
accompanying notes to consolidated financial statements.
1 unchanged sentence
STATEMENTS OF COMPREHENSIVE INCOME
−Removed: the fiscal years ended November 1, 2019 and November 2, 2018
−Removed: Other comprehensive
−Removed: (loss) income from defined benefit plans
−Removed: Other postretirement
−Removed: benefit plans:
−Removed: Actuarial (loss)
−Removed: comprehensive (loss) income from other postretirement benefit plans, net
−Removed: Other comprehensive (loss) income, before
−Removed: Tax benefit (expense)
−Removed: on other comprehensive income
−Removed: Change in other
−Removed: comprehensive (loss) income, net of tax
−Removed: Comprehensive
−Removed: income, net of tax
+Added: the fiscal years ended October 30, 2020 and November 1, 2019
+Added: October 30, 2020
+Added: November 1, 2019
+Added: Other comprehensive loss from defined benefit plans
+Added: Other postretirement benefit plans:
+Added: Actuarial gain (loss)
+Added: Prior service cost
+Added: Other comprehensive income (loss) from other postretirement benefit plans, net
+Added: Other comprehensive loss, before taxes
+Added: Tax benefit on other comprehensive loss
+Added: Change in other comprehensive (loss), net of tax
+Added: Comprehensive income, net of tax
accompanying notes to consolidated financial statements.
1 unchanged sentence
STATEMENTS OF SHAREHOLDERS’
−Removed: the fiscal years ended November 1, 2019 and November 2, 2018
+Added: the fiscal years ended October 30, 2020 and November 1, 2019
comprehensive
1 unchanged sentence
Balance, November 2, 2018
−Removed: 2018-02 (Notes 1 and 4)
−Removed: change in defined benefit plans and other benefit plans
−Removed: Balance, November 2, 2018
−Removed: change in defined benefit plans and other benefit plans, net of tax
+Added: Net change in defined benefit plans and other benefit plans, net of tax
Balance, November 1, 2019
+Added: Net change in defined benefit plans and other benefit plans, net of tax
+Added: Balance, October 30, 2020
accompanying notes to consolidated financial statements.
1 unchanged sentence
STATEMENTS OF CASH FLOWS
−Removed: the fiscal years ended November 1, 2019 and November 2, 2018
+Added: the fiscal years ended October 30, 2020 and November 1, 2019
+Added: October 30, 2020
+Added: November 1, 2019
Cash flows from operating activities:
−Removed: Adjustments to reconcile net income
−Removed: to net cash provided by operating activities:
−Removed: Provision for losses
−Removed: on accounts receivable
−Removed: (Provision for)
+Added: Adjustments to reconcile net income to net cash provided by operating activities:
+Added: (Recovery of) provision for losses on accounts receivable
Reduction in promotional allowances
−Removed: Loss (gain) on sale
−Removed: of property, plant and equipment
−Removed: Deferred income
+Added: (Gain) loss on sale of property, plant and equipment
+Added: Deferred income taxes, net
Changes in operating assets and liabilities:
1 unchanged sentence
Prepaid expenses
−Removed: Refundable income
−Removed: Other non-current
+Added: Refundable income taxes
+Added: Other non-current assets
Accounts payable
−Removed: Accrued payroll,
−Removed: advertising and other expenses
+Added: Accrued payroll, advertising and other expenses
Income taxes payable
−Removed: Current portion
−Removed: of non-current liabilities
−Removed: cash provided by operating activities
−Removed: Cash used in investing activities:
−Removed: Proceeds from sale
−Removed: of property, plant and equipment
−Removed: to property, plant and equipment
−Removed: cash used in investing activities
−Removed: Cash used in financing activities:
−Removed: Payment of capital
−Removed: lease obligations
−Removed: Proceeds from bank
−Removed: of bank borrowings
−Removed: cash provided by (used in) financing activities
−Removed: Net decrease in cash and cash
−Removed: Cash and cash
−Removed: equivalents at beginning of year
−Removed: Cash and cash
−Removed: equivalents at end of year
−Removed: Supplemental disclosure of cash flow
−Removed: paid for income taxes
−Removed: paid for interest
−Removed: Transportation
−Removed: equiptment financed by lease obligations
+Added: Current portion of non-current liabilities
+Added: Non-current liabilities
+Added: Net cash provided by operating activities
+Added: Cash flows from investing activities:
+Added: Proceeds from sale of property, plant and equipment
+Added: Proceeds from sale of assets in escrow
+Added: Additions to property, plant and equipment
+Added: Net cash used in investing activities
+Added: Cash flows from financing activities:
+Added: Payment of capital lease obligations
+Added: Proceeds from bank borrowings
+Added: Repayments of bank borrowings
+Added: Net cash provided by financing activities
+Added: Net increase (decrease) in cash and cash equivalents and restricted cash
+Added: Cash and cash equivalents and restricted cash at beginning of year
+Added: Cash and cash equivalents and restricted cash at end of year
+Added: Supplemental disclosure of cash flow information:
+Added: Cash paid for income taxes
+Added: Cash paid for interest
+Added: Transportation equipment financed by lease obligations
accompanying notes to consolidated financial statements.
7 unchanged sentences
meat, and a manufacturer and distributor of frozen food products for sale on a retail and wholesale basis.
−Removed: We and our subsidiaries
+Added: We, including our subsidiaries,
are primarily engaged in the manufacturing, marketing and distribution of an extensive line of frozen, refrigerated, and snack
19 unchanged sentences
If an impairment is indicated, we measure the fair value of assets to determine if and when adjustments are recorded.
−Removed: has evaluated events subsequent to November 1, 2019 through the date the accompanying consolidated financial statements were filed
+Added: has evaluated events subsequent to October 30, 2020 through the date the accompanying consolidated financial statements were filed
with the Securities and Exchange Commission for transactions and other events that may require adjustment of and/or disclosure
in such financial statements.
−Removed: On December 19, 2019, we entered into a third master collateral loan and security agreement with
−Removed: Wells Fargo Bank, N.A for $3,750 in equipment financing.
−Removed: Pursuant to the loan agreement, we borrowed $3,750 to purchase specific
−Removed: equipment for our new Chicago processing facility at a fixed rate of 3.70% per annum.
−Removed: The loan term is seven years and is secured
−Removed: by the purchased equipment.
−Removed: The funds were received on December 23, 2019.
−Removed: The master collateral loan and security agreement with
−Removed: Wells Fargo Bank, N.A.
−Removed: contains various affirmative and negative covenants that limit the use of funds and define other provisions
−Removed: The main financial covenants are listed below:
−Removed: Liabilities divided by Tangible Net Worth not greater than 2.5 to 1.0 at each fiscal
−Removed: Ratio not less than 1.0 to 1.0 at each fiscal quarter end,
−Removed: income after taxes not less than one dollar on a quarterly basis, determined as of each
−Removed: fiscal quarter end.
−Removed: Company maintains a line of credit with Wells Fargo Bank, N.A.
+Added: The Company maintains a line of credit with Wells Fargo Bank, N.A.
that expires on March 1, 2022.
−Removed: Under the terms of this line of
−Removed: credit, we may borrow up to $7,500 at an interest rate equal to the bank’s prime rate or LIBOR plus 1.5%.
−Removed: borrowed $2,000 under this line of credit on November 24, 2019.
−Removed: The Company borrowed an additional 2.500,000 under the line
−Removed: of credit on January 24, 2020.
−Removed: on management’s review, no other material events were identified that require adjustment to the financial statements or
−Removed: additional disclosure.
+Added: 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
+Added: LIBOR plus 1.5%.
+Added: The Company borrowed an additional $2,000 under the line of credit on December 2, 2020.
+Added: November 3, 2020, Allan Bridgford Jr.
+Added: resigned as a member of the Board of Directors of Bridgford Foods Corporation.
+Added: The resignation
+Added: was not the result of a disagreement with management regarding operations, policies or practices of the Company.
+Added: will continue to serve as a consultant to the Company.
+Added: previously reported, on March 16, 2020, Bridgford Food Processing Corporation (“BFPC”), a wholly-owned subsidiary
+Added: of the Company, entered into a Purchase and Sale Agreement (the “CRG Purchase Agreement”) with CRG Acquisition, LLC
+Added: (“CRG”), pursuant to which BFPC agreed to sell to CRG, pursuant to the terms and conditions set forth in the CRG Purchase
+Added: Agreement, a parcel of land including an approximate 156,000 square foot four-story industrial food processing building located
+Added: Green Street in Chicago, Illinois (the “Property”).
+Added: The purchase price for the Property is $60,000 subject
+Added: to a due diligence period and certain closing adjustments and prorations, and is conditioned upon, among other customary closing
+Added: conditions, CRG receiving zoning and other governmental approvals necessary for the construction and development of a mixed use
+Added: project on the Property in accordance with certain development plans to be approved by the City of Chicago.
+Added: The cost basis of
+Added: the Property was immaterial.
+Added: November 2, 2020, the Company executed a fourth amendment to the CRG Purchase Agreement.
+Added: Under the original terms and conditions
+Added: 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
+Added: after CRG’s receipt of the necessary zoning approvals, but in any event no earlier than October 31, 2020 and no later than
+Added: March 31, 2021.
+Added: The first amendment dated as of April 10, 2020 extended the inspection period to June 1, 2020.
+Added: The second amendment
+Added: dated as of June 1, 2020 extended the inspection period to July 31, 2020, zoning period to February 1, 2021 and closing date to
+Added: February 5, 2021.
+Added: The third amendment dated July 31, 2020 extended the inspection period to October 31, 2020, zoning period to
+Added: April 30, 2021 and closing date to May 6, 2021.
+Added: The fourth amendment dated November 2, 2020 further extended the inspection period
+Added: to February 1, 2021, the zoning period to August 2, 2021 and closing date to August 31, 2021.
+Added: The escrow account has received
+Added: $1,350 in earnest money through October 30, 2020.
+Added: We have received a total of $225 which is non-refundable earnest money and
+Added: thus not part of restricted cash.
+Added: on management’s review, no other material subsequent events were identified that require adjustment to the financial statements
+Added: or additional disclosure.
receivable are recorded at net realizable value.
1 unchanged sentence
Our accounts receivable consists mainly of trade receivables from customer sales.
−Removed: We evaluate the collectability
−Removed: of our accounts receivable based on a several factors.
−Removed: The provision for doubtful accounts receivable is based on historical
−Removed: trends and current collectability risk.
−Removed: Our provision for doubtful accounts was $31 and $33 as of November 1, 2019 and November
+Added: We evaluate the collectability of
+Added: our accounts receivable based on several factors.
+Added: The provision for doubtful accounts receivable is based on historical trends
+Added: and current collectability risk.
+Added: Our provision for doubtful accounts was $16 and $31 as of October 30, 2020 and November 1, 2019,
respectively.
11 unchanged sentences
comprised 36.9% of revenues in fiscal year 2020 and 19.8% of total accounts receivable was due from Wal-Mart®
−Removed: as of November 1, 2019.
+Added: as of October 30, 2020.
Sales to Wal-Mart®
5 unchanged sentences
and 31.1% of total accounts receivable was due from Dollar General®
−Removed: as of November 1, 2019.
+Added: as of October 30, 2020.
Sales to Dollar General®
1 unchanged sentence
as of November 1,
+Added: have considered the impact of federal, state and local government actions related to the global novel coronavirus pandemic (“COVID-19”
+Added: or “pandemic”) on our consolidated financial statements.
+Added: The business disruptions associated with the pandemic had
+Added: a significant negative impact on our consolidated financial statements for the fifty-two week period ended October 30, 2020.
+Added: expect these events to have future business impact, the extent of which is uncertain and largely subject to whether the severity
+Added: worsens, or the duration of current business shutdowns continue.
+Added: These impacts could include but may not be limited to risks and
+Added: uncertainty related to shifts in demand between sales channels, market volatility, constraints in our supply chain, our ability
+Added: to operate production facilities and worker availability.
+Added: These unknowns may subject the Company to future risks related to long-lived
+Added: asset impairments, increased reserves for uncollectible accounts, price and availability of ingredients and raw materials used
+Added: in our products and adjustments to reflect the market value of our inventory.
Company and subsidiaries operate in two business segments - the processing and distribution of frozen foods products, and the
21 unchanged sentences
Any taxes collected on behalf of the government are excluded from net revenue.
−Removed: record revenue at transaction price which is measured as the amount of consideration we anticipate to receive in exchange for
−Removed: providing product to our customers.
+Added: record revenue at the transaction price which is measured as the amount of consideration we anticipate to receive in exchange
+Added: for providing product to our customers.
Revenue is recognized as the net amount estimated to be received after deducting estimated
15 unchanged sentences
market funds and treasury bills.
−Removed: Cash equivalents totaled $3,478 as of November 1, 2019 and $8,179 as of November 2, 2018.
−Removed: material cash and cash equivalents as of November 1, 2019 were held at Wells Fargo Bank N.A.
+Added: Cash equivalents totaled $4,302 as of October 30, 2020 and $3,478 as of November 1, 2019.
+Added: material cash and cash equivalents as of October 30, 2020 were held at Wells Fargo Bank N.A.
+Added: from deposits in escrow of $1,125 as of October 30, 2020 relate to the pending sale of a parcel of land including an approximate
+Added: 156,000 square foot four-story industrial food processing building located at 170 N.
+Added: Green Street in Chicago, Illinois.
+Added: to Note 1 –
+Added: Subsequent Events for more information.
value measurements
9 unchanged sentences
Company does not have any assets or liabilities measured at fair value on a recurring or non-recurring basis for the fiscal years
−Removed: ended November 1, 2019 and November 2, 2018.
+Added: ended October 30, 2020 and November 1, 2019.
are valued at the lower of cost (which approximates actual cost on a first-in, first-out basis) or net realizable value.
16 unchanged sentences
to 10 years for machinery and equipment, and 3 to 5 years for transportation equipment.
−Removed: We are building a processing plant from
−Removed: the ground up and as such have attributed long useful lives accordingly to these types of assets employed at the
−Removed: new facility in Chicago.
−Removed: property and equipment that meet lease criteria are capitalized at the lower of the present value of the minimum payments required
−Removed: under the lease or the fair value of the asset at inception of the lease and are included within property, plant and equipment
−Removed: on the consolidated balance sheet.
−Removed: If any, obligations under capital leases are accounted for as current and noncurrent liabilities
−Removed: on the consolidated balance sheet.
−Removed: Amortization is calculated on a straight-line method based upon the shorter of the estimated
−Removed: useful life of the asset or the lease term.
+Added: We built a processing plant from the ground
+Added: up and as such have attributed long useful lives accordingly to these types of assets employed at the new facility in Chicago.
+Added: The Company incurred interest costs of $879 for fiscal year 2020, all of which was capitalized in relation to the construction
+Added: of the new facility in Chicago.
+Added: are recognized in accordance with Accounting Standards Update (“ASU”) 2016-02 Leases (ASC 842) which requires a lessee
+Added: to recognize assets and liabilities with lease terms of more than 12 months.
+Added: We lease or rent property for such operations as
+Added: storing inventory, packaging or processing product, equipment and parking vehicles.
+Added: We analyze our agreements to evaluate whether
+Added: or not a lease exists by determining what assets exist for which we control usage for a period of time in exchange for consideration.
+Added: In the event a lease exists, we classify it as a finance or operating lease and record a right-of-use (“ROU”) asset
+Added: and the corresponding lease liability at the inception of the lease.
+Added: In the case of month-to-month lease or rental agreements
+Added: with terms of 12 months or less, we made an accounting policy election to not recognize lease assets and liabilities and record
+Added: them on a straight-line basis over the lease term.
+Added: The storage units rented for use by our Snack Food Product Segment direct store
+Added: delivery route system are not costly to relocate, contain no significant leasehold improvements, no degree of integration over
+Added: leased assets, orders can be fulfilled by another route storage unit interchangeably, no specialized assets exist, market price
+Added: is paid for storage units and there is no guarantee of debt.
+Added: lease assets are recorded within property, plant and equipment, net of accumulated depreciation and amortization.
+Added: The Company’s
+Added: leases of long-haul trucks used in its Frozen Food Products Segment qualify as finance leases.
+Added: Finance lease liabilities are recorded
+Added: as a separate line item on the consolidated balance sheets reflecting both the current and long-term obligation.
+Added: The classification
+Added: as a finance or operating lease determines whether the recognition, measurement and presentation of expenses and cash flows are
+Added: considered operating or financing.
insurance policies
13 unchanged sentences
The development of these accruals requires judgments about tax issues, potential outcomes and timing.
−Removed: 4 to the Consolidated Financial Statements).
−Removed: Although the outcome of these tax audits is uncertain, in management’s opinion
−Removed: adequate provisions for income taxes have been made for potential liabilities emanating from these reviews.
−Removed: If actual outcomes
−Removed: differ materially from these estimates, they could have a material impact on our results of operations.
+Added: 4 for further information).
+Added: Although the outcome of these tax audits is uncertain, in management’s opinion adequate provisions
+Added: for income taxes have been made for potential liabilities emanating from these reviews.
+Added: If actual outcomes differ materially from
+Added: these estimates, they could have a material impact on our results of operations.
measure and recognize compensation expense for all share-based payments to employees, including grants of employee stock options,
16 unchanged sentences
or cumulative effect adjustment approach.
−Removed: The guidance become effective for annual reporting periods that begin after December
+Added: The guidance became effective for annual reporting periods beginning after December
15, 2017, including interim periods within that reporting period, with early adoption permitted.
3 unchanged sentences
our consolidated financial statements.
−Removed: For further information please refer to Part I, Item 1, Notes to Consolidated Financial
−Removed: Statements under Revenues.
−Removed: Disaggregated revenue is disclosed in Part I, Item 1, Notes to Consolidated Financial Statements, Note
−Removed: Segment Information.
+Added: For further information please refer to Revenues above.
+Added: Disaggregated revenue is disclosed
+Added: in Note 7 - Segment Information.
January 2016, the FASB issued ASU 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities”
13 unchanged sentences
We have analyzed all lease transactions during fiscal year
+Added: 2019 and 2020 to date.
The Company elected not to reassess expired contracts or adjust comparative periods.
−Removed: The Company determined that no change
−Removed: to current accounting treatment is warranted due to the underlying nature of our leases.
−Removed: In the case of month-to-month lease or
−Removed: rental agreements with terms of 12 months or less, the Company made an accounting policy election to not recognize lease assets
−Removed: and liabilities.
−Removed: The Company performed a detailed analysis and determined that there were no indicators of longer-term leases
−Removed: at this time.
−Removed: The application of this pronouncement will result in additional disclosures detailing our lease arrangements.
−Removed: Company continues to evaluate this statement and its impact on its results of operations or financial position but do not expect
−Removed: a material impact on our consolidated financial statements.
+Added: The Company determined
+Added: that no change to current accounting treatment is warranted for most transactions due to the underlying nature of our leases.
+Added: In the case of month-to-month lease or rental agreements with terms of 12 months or less, the Company made an accounting policy
+Added: election to not recognize lease assets and liabilities.
+Added: The Company performed a detailed analysis and determined that the only
+Added: indication of a long-term lease was Hogshed Ventures, LLC.
+Added: The accounting treatment of this lease for warehouse storage included
+Added: establishing a right-of-use asset and corresponding liability was recorded for Hogshed Ventures, LLC for 40th Street in Chicago
+Added: during the fourth quarter of fiscal 2020.
+Added: The application of this pronouncement resulted in additional disclosures detailing our
+Added: lease arrangements.
+Added: The Company adopted this guidance during the first quarter of fiscal 2020 and it did not have a material impact
+Added: on our consolidated financial statements.
October 2016, the FASB issued ASU 2016-16, “Income Taxes –
1 unchanged sentence
The guidance involves eight specific cash flow issues and aims to unify accounting for these transactions.
−Removed: The guidance becomes
+Added: The guidance became
effective for annual reporting periods beginning after December 15, 2017 with early adoption permitted.
6 unchanged sentences
benefit or other postretirement benefits.
−Removed: The guidance becomes effective for annual and interim reporting periods beginning after
+Added: The guidance became effective for annual and interim reporting periods beginning after
December 15, 2017 with early adoption permitted.
−Removed: Additional disclosure reconciling net periodic benefit cost is detailed in Item
−Removed: I, Notes to the Consolidated Financial Statements under Note 3, Retirement and Other Benefit Plans.
−Removed: The Company adopted this guidance
−Removed: during the first quarter of fiscal 2019 and it did not have a material impact on our consolidated financial statements.
−Removed: February 2018, the FASB issued ASU 2018-02, “Income Statement-Reporting Comprehensive Income (Topic 220):
−Removed: Reclassification
−Removed: of Certain Tax Effects from Accumulated Other Comprehensive Income”.
−Removed: The guidance allows reclassification from accumulated
−Removed: other comprehensive income to retained earnings for stranded tax effects resulting from the application of the U.S.
−Removed: The guidance is effective for annual and interim reporting periods beginning after December 15, 2018 with early adoption
−Removed: The Company elected to early adopt this guidance during the quarter ended January 26, 2018.
−Removed: Adoption of this guidance
−Removed: had a material impact on retained earnings and other comprehensive income (see the Consolidated Statements of Shareholders’
−Removed: Equity contained in this Report).
+Added: Additional disclosure reconciling net periodic benefit cost is detailed in Note
+Added: 3 - Retirement and Other Benefit Plans.
+Added: The Company adopted this guidance during the first quarter of fiscal 2019 and it did not
+Added: have a material impact on our consolidated financial statements.
December 2019, the FASB issued ASU 2019-12, “Income Taxes –
17 unchanged sentences
Transportation equipment
−Removed: Accumulated depreciation
−Removed: and amortization
+Added: Right of use assets
+Added: Construction in process
+Added: Accumulated depreciation and amortization
Other non-current assets:
Cash surrender value benefits
−Removed: Accrued payroll, advertising and other
−Removed: Payroll, vacation, payroll taxes and
−Removed: employee benefits
+Added: Accrued payroll, advertising and other expenses:
+Added: Payroll, vacation, payroll taxes and employee benefits
Accrued advertising and broker commissions
Property taxes
−Removed: Current portion of non-current liabilities
−Removed: (Notes 3 and 6):
+Added: Current portion of non-current liabilities (Notes 3 and 6):
Defined benefit retirement plan
2 unchanged sentences
Capital lease obligation
−Removed: Customer deposits
−Removed: Postretirement
−Removed: healthcare benefits
+Added: Escrow and customer deposits
+Added: Right-of-use leases
+Added: Postretirement healthcare benefits
Non-current liabilities (Note 3):
3 unchanged sentences
Capital lease obligation
−Removed: Postretirement
−Removed: healthcare benefits
+Added: Right-of-use leases
+Added: Deferred payroll taxes
+Added: Postretirement healthcare benefits
3 - Retirement and Other Benefit Plans:
11 unchanged sentences
pension cost consisted of the following:
+Added: October 30, 2020
+Added: November 1, 2019
Interest cost
Expected return on plan assets
−Removed: of unrecognized loss
+Added: Amortization of unrecognized loss
Net pension cost
5 unchanged sentences
benefit obligation, plan assets, and funded status of these plans as of the fiscal years ended are as follows:
+Added: October 30, 2020
+Added: November 1, 2019
Change in plan assets:
−Removed: value of plan assets - beginning of year
+Added: Fair value of plan assets - beginning of year
Employer contributions
−Removed: Actual return on
−Removed: value of plan assets - end of year
+Added: Actual return on plan assets
+Added: Benefits paid
+Added: Fair value of plan assets - end of year
Change in benefit obligations:
−Removed: Benefit obligations
−Removed: - beginning of year
+Added: Benefit obligations - beginning of year
Interest cost
Actuarial gain (loss)
−Removed: obligations - end of year
+Added: Benefits paid
+Added: Benefit obligations - end of year
Funded status of the plans
Unrecognized prior service costs
−Removed: net actuarial loss
+Added: Unrecognized net actuarial loss
Net amount recognized
1 unchanged sentence
The discount rates were based on FTSE Pension
−Removed: Liability Index (formerly Citibank) as of October 31, 2019 and September 30, 2018, respectively.
+Added: Liability Index (formerly Citibank) as of October 31, 2020 and November 1, 2019, respectively.
assets are primarily invested in marketable equity securities, corporate and government debt securities and are administered by
4 unchanged sentences
into consideration inflation rate forecasts.
−Removed: Our expected employer contribution to the plans in fiscal year 2020 is zero.
−Removed: fiscal year 2019, our actuary updated mortality tables from the mortality projection scale using MP-2017 Scaling to MP-2018 Scaling.
−Removed: The expected rate of return on plan assets remained the same at 7.00% effective for fiscal years 2019 and 2018, respectively.
+Added: No expected employer contribution to the plans in fiscal year 2021 is planned.
+Added: fiscal year 2020, our actuary updated mortality tables from the RP-2014 Total Dataset Mortality Table with Scaling to Pri-2012
+Added: Total Dataset Mortality Table with MP-2020 Scaling.
+Added: The expected rate of return on plan assets remained the same at 7.00% effective
+Added: for fiscal years 2020 and 2019, respectively.
actual and target allocation for plan assets are as follows:
3 unchanged sentences
International (equities only)
−Removed: Other (Government/Corporate, Bonds)
−Removed: fair value of our pension plan assets as of November 1, 2019 and the level under which fair values were determined, using the
+Added: fair value of our pension plan assets as of October 30, 2020 and the level under which fair values were determined, using the
hierarchy described in Note 1, is as follows:
+Added: Total plan assets
payments for the pension benefits are as follows:
+Added: Pension Benefits
Retirement Plans
10 unchanged sentences
Executive Retirement Plan
−Removed: fiscal year 1991, we adopted a non-qualified supplemental retirement plan for certain key employees.
−Removed: Benefits provided under the
−Removed: plan are equal to 60% of the employee’s final average earnings, less amounts provided by our defined benefit pension plan
−Removed: and amounts available through Social Security.
+Added: benefits otherwise available to certain key executives under the Primary Benefit Plan have been limited by the effects of the
+Added: Tax Equity and Fiscal Responsibility Act of 1982 (“TEFRA”) and the Tax Reform Act of 1986 (“TRA”).
+Added: offset the loss of retirement benefits associated with TEFRA and TRA, the Company has adopted a non-qualified “makeup”
+Added: benefit plan (the “Supplemental Executive Retirement Plan”).
+Added: Benefits will be provided under the Supplemental Executive
+Added: Retirement Plan in an amount equal to 60% of each participant’s final average earnings minus any pension benefits and primary
+Added: insurance amounts available to them under Social Security.
+Added: However, in all cases the benefits are capped at $120,000 per year
+Added: Benefits provided under this plan for William L.
+Added: Bridgford and Raymond F.
+Added: Lancy are calculated at 50%
+Added: of final average earnings, capped at $200,000 per year, without offsets for other pension or Social Security benefits.
payable related to these plans and included in the accompanying consolidated financial statements were $6,544 and $6,428
−Removed: as of November 1, 2019 and November 2, 2018, respectively.
+Added: as of October 30, 2020 and November 1, 2019, respectively.
In connection with these arrangements we are the beneficiary of
1 unchanged sentence
The aggregate cash surrender value of these policies,
−Removed: included in non-current assets, was $12,289 and $11,624 as of November 1, 2019 and November 2, 2018, respectively.
+Added: included in non-current assets, was $13,195 and $12,289 as of October 30, 2020 and November 1, 2019, respectively.
payments for executive postretirement benefits are as follows:
−Removed: Postretirement
+Added: Executive Postretirement Benefits
Compensation Plan for Certain Key Executives
3 unchanged sentences
The total amount payable related to this arrangement was $6,070
−Removed: and $9,283 as of November 1, 2019 and November 2, 2018, respectively.
+Added: and $7,919 as of October 30, 2020 and November 1, 2019, respectively.
Future payments are approximately $3,074, $1,996, $877,
6 unchanged sentences
the discount rate used to develop the net periodic postretirement benefit expense, which is determined at the end of the fiscal
−Removed: periodic postretirement healthcare (benefit) consisted of the following:
+Added: periodic postretirement healthcare cost (benefit) consisted of the following:
+Added: October 30, 2020
+Added: November 1, 2019
Interest cost
Amortization of prior service cost
−Removed: of actuarial gain
−Removed: postretirement healthcare (benefit)
−Removed: average assumptions for the fiscal years ended November 1, 2019 and November 2, 2018 are as follows:
−Removed: Discount rate
−Removed: Medical trend rate next year
−Removed: Ultimate trend rate
−Removed: Year ultimate trend rate is achieved
+Added: Amortization of actuarial gain
+Added: Net periodic postretirement healthcare cost (benefit)
+Added: average assumptions for the fiscal years ended October 30, 2020 and November 1, 2019 are as follows:
+Added: trend rate next year
+Added: ultimate trend rate is achieved
table below shows the estimated effect of a 1% increase in healthcare cost trend rate on the following:
−Removed: Interest cost plus service
−Removed: Accumulated postretirement healthcare
+Added: Interest cost plus service cost
+Added: Accumulated postretirement healthcare obligation
table below shows the estimated effect of a 1% decrease in healthcare cost trend rate on the following:
−Removed: Interest cost plus service
−Removed: Accumulated postretirement healthcare
+Added: Interest cost plus service cost
+Added: Accumulated postretirement healthcare obligation
healthcare obligation and funded status of this plan as of the fiscal years ended are as follows:
−Removed: Change in accumulated postretirement
−Removed: healthcare obligation:
−Removed: obligation - beginning of year
+Added: Change in accumulated postretirement healthcare obligation:
+Added: Healthcare obligation - beginning of year
Interest cost
Actuarial gain
−Removed: obligation –
+Added: Benefits paid
+Added: Healthcare obligation –
Funded status of the plans
−Removed: Unrecognized prior
−Removed: service costs
−Removed: Unrecognized net
−Removed: actuarial gain
−Removed: amounts recorded in other comprehensive income
−Removed: Postretirement
−Removed: healthcare liability
+Added: Unrecognized prior service costs
+Added: Unrecognized net actuarial gain
+Added: Unrecognized amounts recorded in other comprehensive income
+Added: Postretirement healthcare liability
payments for the postretirement benefits are as follows:
−Removed: Postretirement
+Added: Postretirement Healthcare
Plan for Sales, Administrative, Supervisory and Certain Other Employees
4 unchanged sentences
4 - Income Taxes:
−Removed: provision for income taxes includes the following:
−Removed: total tax provision differs from the expected amount computed by applying the statutory federal income tax rate to income before
−Removed: income taxes as follows:
−Removed: Provision for federal income
−Removed: taxes at the applicable statutory rate
−Removed: Increase in provision resulting from
−Removed: state income taxes, net of federal income tax benefit
+Added: benefit on or provision for income taxes includes the following:
+Added: October 30, 2020
+Added: November 1, 2019
+Added: total tax (benefit) provision differs from the expected amount computed by applying the statutory federal income tax rate to income
+Added: before income taxes as follows:
+Added: October 30, 2020
+Added: November 1, 2019
+Added: Provision for federal income taxes at the applicable statutory rate
+Added: Increase in provision resulting from state income taxes, net of federal income tax benefit
Change in federal rate –
+Added: NOL carryback
+Added: Research and development tax credit
Non-taxable life insurance gain
−Removed: Domestic Production Activities Deduction
income taxes result from differences in the bases of assets and liabilities for tax and accounting purposes.
4 unchanged sentences
Employee benefits
+Added: Deferred payroll tax
Incentive compensation
Pension and health care benefits
−Removed: Net operating loss carry-forward and
−Removed: Valuation allowance
−Removed: established against state NOL
−Removed: income tax assets, net
+Added: Net operating loss carry-forward and credits
+Added: Valuation allowance established against state NOL
+Added: Deferred income tax assets, net
is required to evaluate whether a valuation allowance should be established against its deferred tax assets based on the consideration
−Removed: of all available evidence using a "more likely than not"
−Removed: Realization of deferred tax assets is dependent upon
−Removed: taxable income in prior carryback years, estimates of future taxable income, tax planning strategies, and reversals of existing
+Added: of all available evidence using a “more likely than not”
+Added: Realization of deferred tax assets is dependent
+Added: upon taxable income in prior carryback years, estimates of future taxable income, tax planning strategies, and reversals of existing
taxable temporary differences.
−Removed: of November 1, 2019, the Company did not have any valuation allowance against its federal net deferred tax assets.
−Removed: reevaluated the need for a valuation allowance at the end of 2019 and determined that some of its California NOL may not be utilized.
−Removed: Therefore, a valuation allowance of $77 has been retained for such portion of California NOL.
−Removed: of November 1, 2019, the Company had net operating loss carryforwards of approximately $9,979 for federal and $874 for state purposes.
+Added: of October 30, 2020, the Company did not have any valuation allowance against its federal net deferred tax assets.
+Added: reevaluated the need for a valuation allowance at the end of fiscal 2020 and 2019 and determined that some of its California net
+Added: operating loss (“NOL”) may not be utilized.
+Added: Therefore, a valuation allowance of $77 has been retained for such portion
+Added: of California NOL.
+Added: of October 30, 2020, the Company had NOL carryforwards of approximately $2,934 for federal and $4,233 for state
The federal loss will be carried forward indefinitely until it can be utilized against future taxable income.
−Removed: The state loss carryforwards
−Removed: will expire at various dates from 2023 through 2034.
−Removed: of November 1, 2019, we have provided a liability of $90 for unrecognized tax benefits related to various federal and state income
+Added: loss carryforwards will expire at various dates from 2023 through 2040.
+Added: of October 30, 2020, we have provided a liability of $169 for unrecognized tax benefits related to various federal and state income
None of this liability will reduce our effective income tax rate if the asset is recognized in future reporting periods.
4 unchanged sentences
reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:
−Removed: at beginning of year
−Removed: Additions based on
−Removed: tax positions related to the current year
−Removed: Additions for tax positions
−Removed: of prior years
−Removed: Reductions for tax
−Removed: positions of prior years
−Removed: at end of year
+Added: October 30, 2020
+Added: November 1, 2019
+Added: Balance at beginning of year
+Added: Additions based on tax positions related to the current year
+Added: Additions for tax positions of prior years
+Added: Reductions for tax positions of prior years
+Added: Balance at end of year
recognize any future accrued interest and penalties related to unrecognized tax benefits in income tax expense.
−Removed: As of November
−Removed: 1, 2019, we had approximately $18 in accrued interest and penalties which is included as a component of the $90
−Removed: unrecognized tax benefit noted above.
+Added: As of October
+Added: 30, 2020, we had approximately $21 in accrued interest and penalties which is included as a component of the $169 unrecognized
+Added: tax benefit noted above.
federal income tax returns are open to audit under the statute of limitations for the fiscal years 2017 through 2019.
3 unchanged sentences
do not anticipate a significant change to the total amount of unrecognized tax benefits within the next 12 months.
+Added: March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in response to the
+Added: COVID-19 pandemic.
+Added: The CARES Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income for
+Added: taxable years beginning before January 01, 2021.
+Added: In addition, the CARES Act allows NOLs incurred in taxable years beginning after
+Added: December 31, 2017 and before January 01, 2021 to be carried back to each of the five preceding taxable years to generate a refund
+Added: of previously paid income taxes.
+Added: The Company is currently evaluating the impact of various provisions of the CARES Act, but at
+Added: present, expects that the NOL carryback provision of the CARES Act would result in a material cash benefit to us.
+Added: has filed a federal income tax return for tax year 2019 (fiscal year 2020) and carried back a taxable loss of $9,900 to tax years
+Added: 2014 (fiscal year 2015) and 2015 (fiscal year 2016).
+Added: Furthermore, the Company estimates additional taxable loss for tax year 2020
+Added: (current fiscal year 2021) which can be carried back to remaining taxable income of tax year 2015 (fiscal year 2016) and taxable
+Added: income of tax years 2016 (fiscal year 2017) and 2018 (fiscal year 2019).
December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (the “Tax Act”).
−Removed: The Tax Act includes
−Removed: significant changes to the U.S.
−Removed: tax code that affected our fiscal year ended November 2, 2018, and future periods, including,
−Removed: but not limited to, (1) reduced the corporate federal income tax rate from 35% to 21%, (2) bonus depreciation that allowed
−Removed: for full expensing of qualified property in the year placed in service, and (3) the repeal of the domestic production activity
−Removed: deduction beginning with our fiscal year 2019.
−Removed: Section 15 of the Internal Revenue Code (the “Code”) stipulates that
−Removed: our fiscal year ended November 2, 2018 had a blended corporate tax rate of 23.07%, which is based on the applicable tax
−Removed: rates before and after the Tax Act and the number of days in the year.
+Added: Among other significant
+Added: changes, the Tax Act reduced the corporate federal income tax rate from 35% to 21%.
+Added: The carryback of NOLs from tax years 2019
+Added: and 2020 under the CARES Act to pre- Tax Act years will generate an income tax benefit due to the differential in income tax rates.
GAAP, specifically ASC Topic 740, Income Taxes, the tax effects of changes in tax laws must be recognized in the period
−Removed: in which the law is enacted, or December 22, 2017, for the Tax Act.
−Removed: ASC Topic 740 also requires deferred tax assets and liabilities
−Removed: to be measured at the enacted tax rate expected to apply when temporary differences are to be realized or settled.
−Removed: date of enactment, the Company’s deferred taxes were re-measured based upon the new tax rates.
−Removed: Company adopted ASU 2018-02, “Income Statement-Reporting Other Comprehensive Income (OCI) (Topic 220)”
−Removed: in year ended
−Removed: November 2, 2018.
−Removed: As a result of the remeasurement of deferred tax assets related to the Tax Act, we reclassified $2,529 from
−Removed: Other Comprehensive Income to Retained Earnings.
+Added: in which the law is enacted, or March 27, 2020, for the CARES Act.
+Added: Thus, at the date of enactment, in the second quarter, the
+Added: Company recorded an income tax benefit of $1,100 which represented the impact of the carryback of NOL related to tax year 2019
+Added: (fiscal year 2020) which could be estimated with reasonable certainty at that time.
+Added: The tax benefit
+Added: on account of the current year NOL carryback is recorded as a component of the annual effective tax rate per guidance provided
+Added: in ASC Topic 740.
+Added: effective tax rate was -47.2% and 24.0% for fiscal years 2020 and 2019, respectively.
+Added: The effective tax rate for fiscal year 2020
+Added: was impacted by the rate differential on NOL carryback available under the CARES Act discussed in the paragraphs above.
+Added: the effective tax rates for fiscal years 2020 and 2019 were impacted by such items as non-deductible meals and entertainment,
+Added: non-taxable gains and losses on life insurance policies and state income taxes.
5 - Line of Credit and Borrowing Agreement:
−Removed: maintain a line of credit with Wells Fargo Bank, N.A.
−Removed: that expires on March 1, 2020.
−Removed: Under the terms of this line of credit, we
−Removed: may borrow up to $7,500 at an interest rate equal to the bank’s prime rate or LIBOR plus 1.5%.
−Removed: The borrowing agreement contains
−Removed: various covenants, the more significant of which require us to maintain a minimum tangible net worth, a minimum quick ratio, a
−Removed: minimum net income after tax and total capital expenditures less than $7,500.
−Removed: The Company was in violation of the capital
−Removed: expenditure covenant at November 1, 2019 which was subsequently waived (per letter dated December 16, 2019).
−Removed: Company borrowed $2,000 under this line of credit on April 15, 2019, which was repaid on April 25, 2019.
−Removed: December 26, 2018, we entered into a master collateral loan and security agreement with Wells Fargo Bank, N.A for up to $15,000
−Removed: in equipment financing.
−Removed: Pursuant to the loan agreement, we made two borrowings of $7,500 each, to purchase specific equipment
−Removed: for our new Chicago processing facility at a fixed rate of 4.13% and 3.98%, respectively, per annum.
−Removed: The loan terms are seven
−Removed: years and are secured by the purchased equipment.
−Removed: The first funding of $7,500 was received on December 28, 2018.
−Removed: The second funding
−Removed: was received on April 23, 2019.
−Removed: The master collateral loan and security agreement with Wells Fargo Bank, N.A.
−Removed: contains various
−Removed: affirmative and negative covenants that limit the use of funds and define other provisions of the loan.
−Removed: The main financial covenants
−Removed: are listed below:
−Removed: Liabilities divided by Tangible Net Worth (as defined) not greater than 2.5 to 1.0 at each fiscal quarter,
−Removed: Ratio (as defined) not less than 1.0 to 1.0 at each fiscal quarter end, and
−Removed: income after taxes not less than one dollar on a quarterly basis, determined as of each fiscal quarter end.
−Removed: first secured equipment note payable is due with monthly principal and interest payments of $103 commencing on January 31, 2019
−Removed: for 84 monthly installments including interest of 4.13% per annum.
−Removed: The second secured equipment note payable is due with monthly
−Removed: principal and interest payments of $102 commencing on May 31, 2019 for 84 monthly installments including interest of 3.98% per
−Removed: equipment notes payable to Wells Fargo Bank, N.A.
+Added: Company maintains a line of credit with Wells Fargo Bank, N.A.
+Added: that extends through March 1, 2022.
+Added: Under the terms of this line
+Added: 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%.
+Added: $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.
+Added: the balance on this line of credit with Wells Fargo Bank, N.A.
+Added: on May 13, 2020 of $4,500 with the proceeds from the fifth borrowing
+Added: of $7,200 under the master collateral loan and security agreement with Wells Fargo Bank, N.A.
+Added: described below.
+Added: The line of credit
+Added: contains various covenants, the more significant of which require us to maintain a minimum tangible net worth, a minimum quick
+Added: ratio, a minimum net income after tax and total capital expenditures less than $7,500.
+Added: The Company was in compliance with all
+Added: covenants as of October 30, 2020.
+Added: Subsequent to October 30, 2020, we borrowed $2,000 under the line of credit on December 2, 2020.
+Added: December 26, 2018, we entered into a master collateral loan and security agreement with Wells Fargo Bank, N.A.
+Added: (the “Original
+Added: Wells Fargo Loan Agreement”) for up to $15,000 in equipment financing.
+Added: Pursuant to the Wells Fargo Loan Agreement, we borrowed
+Added: the following amounts.
+Added: and Number (1)
+Added: Funds Received
+Added: Amount and Date
+Added: 7 years for 84 installment payments.
+Added: October 30, 2020
+Added: November 1, 2019
+Added: Secured equipment notes payable to Wells Fargo Bank, N.A.
collateralized by equipment for the new Chicago processing facility.
−Removed: current portion of notes payable
−Removed: long-term notes payable
−Removed: Company was in compliance with all covenants under the master collateral loan and security agreement as of November 1, 2019.
+Added: Less current portion of notes payable
+Added: Total long-term notes payable
+Added: Wells Fargo Loan Agreement as amended, contains various affirmative and negative covenants that limit the use of funds and define
+Added: other provisions of the loan.
+Added: The main financial covenants are listed below:
+Added: Liabilities divided by Tangible Net Worth not greater than 2.5 to 1.0 at each fiscal quarter,
+Added: Ratio not less than 1.0 to 1.0 at each fiscal quarter end, and
+Added: Charge Coverage Ratio not less than 1.25 to 1.0 as of each fiscal quarter end, determined on a trailing 4-quarter basis.
+Added: Aggregate contractual
+Added: maturities of debt in future fiscal years are as follows:
+Added: Company was in compliance with all covenants under the Wells Fargo Loan Agreement as of October 30, 2020.
6- Contingencies and Commitments:
−Removed: Company leases warehouse and/or office facilities throughout the United States and Canada through month-to-month rental agreements.
−Removed: In the case of month-to-month lease or rental agreements with terms of 12 months or less, the Company made an accounting policy
−Removed: election to not recognize lease assets and liabilities due to their underlying nature.
−Removed: Company leases three long-haul trucks received during fiscal 2019.
−Removed: Six-year leases for semi-trucks expire in 2025.
+Added: Company leases warehouse and/or office facilities throughout the United States through month-to-month rental agreements.
+Added: case of month-to-month lease or rental agreements with terms of 12 months or less, the Company made an accounting policy election
+Added: to not recognize lease assets and liabilities and record them on a straight-line basis over the lease term.
+Added: For further information
+Added: regarding our lease accounting policy, please refer to Note 1 –
+Added: Summary of Significant Accounting Policies, Leases.
+Added: Company leases three long-haul trucks received during fiscal year 2019.
+Added: The six-year leases for these trucks expire in 2025.
of equipment under capital lease was $71 in 2020.
−Removed: following is a schedule by years of future minimum lease payments for transportation leases:
+Added: The Company leased one long-haul truck for $40 received during fiscal
+Added: year 2020, and that lease term is two years.
+Added: Company performed a detailed analysis and determined that the only indication of a long-term lease was Hogshed Ventures, LLC.
+Added: A right-of-use asset and corresponding liability for warehouse storage space was recorded for $1,091 for Hogshed
+Added: Ventures, LLC for 40th Street as of October 30, 2020.
+Added: lease this space under a non-cancelable operating lease.
+Added: This lease does not have significant rent escalation holidays, concessions,
+Added: leasehold improvement incentives or other build-out clauses.
+Added: Further this lease does not contain contingent rent provisions.
+Added: lease terminates on June 30, 2023.
+Added: This lease includes both lease (e.g., fixed rent) and non-lease components (e.g., real estate
+Added: taxes, insurance, common-area and other maintenance costs).
+Added: The non-lease components are deemed to be executory costs and are
+Added: included in the minimum lease payments used to determine the present value of the operating lease obligation and related right-of-use
+Added: lease does not provide an implicit rate and we estimated our incremental interest rate to be approximately 1.6%.
+Added: We used our estimated
+Added: incremental borrowing rate and other information available at the lease commencement date in determining the present value of
+Added: the lease payments.
+Added: following is a schedule by years of future minimum lease payments for transportation leases and right-of-use assets:
Total minimum lease payments(a)
3 unchanged sentences
Minimum payments exclude contingent rentals based on actual mileage and adjustments of rental payments based on the Consumer Price
−Removed: Amount necessary to reduce net minimum lease payments to present value calculated at the Entity’s incremental borrowing
+Added: 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.
−Removed: Reflected in the Note 2, as current and noncurrent obligations under capital leases of $95 and $360, respectively.
+Added: Reflected in Note 2, as current and noncurrent obligations under capital leases of $144 and $289, respectively and right-of-use
+Added: assets of $372 and $719, respectively.
7 - Segment Information:
6 unchanged sentences
are allocated to each operating segment based on revenues and/or actual usage.
−Removed: following segment information is for the fiscal years ended November 1, 2019 (52 weeks) and November 2, 2018 (52 weeks):
−Removed: of products sold
−Removed: loss on sale of property, plant and equipment
+Added: following segment information is for the fiscal years ended October 30, 2020 (52 weeks) and November 1, 2019 (52 weeks):
+Added: Segment Information
+Added: Cost of products sold
+Added: (Gain) on sale of property, plant and equipment
+Added: Income before taxes
Additions to PP&E
−Removed: of products sold
−Removed: on sale of property, plant and equipment
+Added: Segment Information
+Added: Cost of products sold
+Added: (Gain) loss on sale of property, plant and equipment
+Added: Income before taxes
Additions to PP&E
following information further disaggregates our sales to customers by major distribution channel and customer type for the fiscal
−Removed: year ended November 1, 2019.
+Added: years ended October 30, 2020 and November 1, 2019, respectively.
+Added: Distribution Channel
+Added: Foodservice (b)
+Added: Direct store delivery
+Added: Direct customer warehouse
+Added: Total Snack Food Products
+Added: Total Frozen Food Products
+Added: Total Net Sales
+Added: Includes sales to food retailers, such as grocery retailers, warehouse club stores, and internet-based retailers.
+Added: Includes sales to foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such
+Added: as schools, convenience stores, healthcare facilities and the military.
store delivery
2 unchanged sentences
Frozen Food Products
−Removed: Total Net Sales
Includes sales to food retailers, such as grocery retailers, warehouse club stores, and internet-based retailers.
4 unchanged sentences
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.