What changed in this filing

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Item 1A. Risk Factors

2022-01-27 compared with 2021-01-15 · 149 added, 130 removed, 14 unchanged (95% of the section changed)

addition to the other matters set forth in this Report, the continuing operations and the price of our common stock are subject

to the following risks, each of which could materially adversely affect our business, financial condition, and results of operations.

The risks described below are only the risks that we currently believe are material to our business.

However, additional risks

not presently known, or risks that are currently believed to be immaterial, may also impair our business operations.

are subject to general risks in the food industry, including, among other things, risk relating to changes in consumer preferences

and product contamination as well as general economic conditions, any of which risks, if realized, could negatively impact our

operating results and financial position.

food industry, and the markets within the food industry in which we compete, are subject to various risks, including the

evolving consumer preferences, nutritional and health-related concerns, federal, state and local food inspection

and processing controls, consumer product liability claims, risks of product tampering, and the availability and expense of

liability insurance.

The meat and poultry industries are subject to scrutiny due to the association of meat and poultry

products with recent outbreaks of illness, and on rare occasions even death, caused by food borne pathogens.

Product recalls

are sometimes required in the food industry to withdraw contaminated or mislabeled products from the market.

Additionally,

the failure to identify and react appropriately to changes in consumer trends, demands and preferences could lead to, among

other things, reduced demand and price reduction for our products.

Further, we may be adversely affected by changes in

domestic or foreign economic conditions, including inflation or deflation, interest rates, availability of capital markets,

consumer spending rates, and energy availability and costs (including fuel surcharges).

These and other general risks related

to the food industry, if realized by us, could have a significant adverse effect on demand for our products, as well as the

costs and availability of raw materials, ingredients and packaging materials, thereby negatively affecting our operating

addition to the other matters set forth in this Report, the continuing operations and the price of our common stock are subject to the

following risks, each of which could materially adversely affect our business, financial condition, and results of operations.

described below are only the risks that we currently believe are material to our business.

However, additional risks not presently known,

or risks that are currently believed to be immaterial, may also impair our business operations.

are subject to general risks in the food industry, including, among other things, risk relating to changes in consumer preferences and

product contamination as well as general economic conditions, any of which risks, if realized, could negatively impact our operating

results and financial position.

in the prices that we pay for raw materials could negatively impact our financial results.

food industry, and the markets within the food industry in which we compete, are subject to various risks, including the following:

consumer preferences, nutritional and health-related concerns, federal, state, and local food inspection and processing controls, consumer

product liability claims, risks of product tampering, and the availability and expense of liability insurance.

The meat and poultry industries

are subject to scrutiny due to the association of meat and poultry products with recent outbreaks of illness, and on rare occasions even

death, caused by food borne pathogens.

Product recalls are sometimes required in the food industry to withdraw contaminated or mislabeled

products from the market.

Additionally, the failure to identify and react appropriately to changes in consumer trends, demands and preferences

could lead to, among other things, reduced demand, and price reduction for our products.

Further, we may be adversely affected by changes

in domestic or foreign economic conditions, including inflation or deflation, interest rates, availability of capital markets, consumer

spending rates, and energy availability and costs (including fuel surcharges).

These and other general risks related to the food industry,

if realized by us, could have a significant adverse effect on demand for our products, as well as the costs and availability of raw materials,

ingredients, and packaging materials, thereby negatively affecting our operating results and financial position.

in commodity prices and the availability of raw materials could negatively impact our financial results.

purchase large quantities of commodity pork, beef, and flour.

Historically, market prices for products we process have fluctuated

in response to a number of factors, including changes in the United States government farm support programs, changes in international

agricultural and trading policies, weather, and other conditions during the growing and harvesting seasons.

Our operating results

are heavily dependent upon the prices paid for raw materials.

The marketing of our value-added products does not lend itself to

instantaneous changes in selling prices.

Changes in selling prices are relatively infrequent and do not compare with the volatility

of commodity markets.

While fluctuations in significant cost structure components, such as ingredient commodities and fuel prices,

have had a significant impact on profitability over the last three years, the impact of general price inflation on our financial

Historically, market prices for products we process have fluctuated in

response to a number of factors, including changes in the United States government farm support programs, changes in international agricultural

and trading policies, weather, and other conditions during the growing and harvesting seasons.

Our operating results are heavily dependent

upon the prices paid for raw materials, as well as the available supply of commodities.

The marketing of our value-added products does

not lend itself to instantaneous changes in selling prices.

In addition, if we increase prices to offset higher costs, we could experience

lower demand for our products and sales volumes.

Conversely, decreases in our commodity and other input costs may create pressure on

us to decrease our prices.

Changes in selling prices are relatively infrequent and do not compare with the volatility of commodity markets.

Production and pricing of commodities, on the other hand, are determined by constantly changing market forces of supply and demand over

which we have limited or no control.

Such factors include, among other things, weather patterns throughout the world, outbreaks of disease,

the global level of supply inventories and demand for grains and other feed ingredients, as well as agricultural and energy policies

of domestic and foreign governments.

While fluctuations in significant cost structure components, such as ingredient commodities and

fuel prices, have had a significant impact on profitability over the last three years, the impact of general price inflation on our financial

position and results of operations has not been significant.

Future volatility of general price inflation or deflation and raw

material cost and availability could adversely affect our financial results.

are subject to extensive government regulations and a failure to comply with such regulations could negatively impact our financial

operations are subject to extensive inspection and regulation by the USDA, FDA and by other federal, state, and local authorities

regarding the processing, packaging, storage, transportation, distribution, and labeling of products that are manufactured, produced

and processed by us.

Our processing facilities and products are subject to continuous inspection by the USDA and/or other federal,

state, and local authorities.

The USDA has issued strict regulations concerning the control of listeria monocytogenes in ready-to-eat

meat and poultry products and contamination by food borne pathogens such as E.

coli and salmonella and implemented a system of

regulation known as the HACCP program.

The HACCP program requires all meat and poultry processing plants to develop and implement

sanitary operating procedures and other program requirements.

OSHA oversees safety compliance and establishes certain employer

responsibilities to help “assure safe and healthful working conditions”

and keep the workplace free of recognized

hazards or practices likely to cause death or serious injury.

We believe that we are currently in compliance with governmental

laws and regulations and that we maintain necessary permits and licenses relating to our operations.

failure to obtain or a loss of necessary permits and licenses could delay or prevent us from meeting current product demand and

could adversely affect our operating performance.

Furthermore, we are routinely subject to new or modified laws, regulations and

accounting standards.

If found to be out of compliance with applicable laws and regulations in these or other areas, we could

be subject to civil remedies, including fines, injunctions, recalls, or asset seizures, as well as potential criminal sanctions,

any of which could have a significant adverse effect on our financial results.

However, current inflationary market conditions may have a negative impact

on future earnings.

Future volatility of general price inflation or deflation and raw material cost and availability could adversely

affect our financial results.

are subject to extensive government regulations and a failure to comply with such regulations could negatively impact our financial results.

operations are subject to extensive inspection and regulation by the USDA, FDA and by other federal, state, and local authorities regarding

the processing, packaging, storage, transportation, distribution, and labeling of products that are manufactured, produced, and processed

Our processing facilities and products are subject to continuous inspection by the USDA and/or other federal, state, and local

The USDA has issued strict regulations concerning the control of listeria monocytogenes in ready-to-eat meat and poultry

products and contamination by food borne pathogens such as E.

coli and salmonella and implemented a system of regulation known as the

HACCP program.

The HACCP program requires all meat and poultry processing plants to develop and implement sanitary operating procedures

and other program requirements.

OSHA oversees safety compliance and establishes certain employer responsibilities to help “assure

safe and healthful working conditions” and keep the workplace free of recognized hazards or practices likely to cause death or

serious injury.

We believe that we are currently in compliance with governmental laws and regulations and that we maintain necessary

permits and licenses relating to our operations.

failure to obtain or a loss of necessary permits and licenses could delay or prevent us from meeting current product demand and could

adversely affect our operating performance.

Furthermore, we are routinely subject to new or modified laws, regulations, and accounting

If found to be out of compliance with applicable laws and regulations in these or other areas, we could be subject to civil

remedies, including fines, injunctions, recalls, or asset seizures, as well as potential criminal sanctions, any of which could have

a significant adverse effect on our financial results.

depend on our key management, the loss of which could negatively impact our operations.

1 unchanged sentence

and the loss of the services of one or more of these individuals could adversely affect us.

Our success will be dependent in part

upon our continued ability to recruit, motivate, and retain qualified personnel.

We cannot assure that we will be successful in

We have no employment or non-competition agreements with key personnel except for a consulting agreement with Allan

Bridgford that is effective after his retirement from employment with our company.

Our success will be dependent in part upon

our continued ability to recruit, motivate, and retain qualified personnel.

We cannot assure that we will be successful in this regard.

We have no employment or non-competition agreements with key personnel except for a consulting agreement with Allan L.

Bridgford that

became effective October 30, 2021 after his retirement from employment with our company.

shortages and increased turnover or increases in employee and employee-related costs could have adverse effects on our profitability.

have recently experienced increased labor shortages at some of our production facilities and other locations.

While we have historically

experienced some level of ordinary course turnover of employees, the COVID-19 pandemic and resulting actions and impacts have exacerbated

labor shortages and increased turnover.

A number of factors have had and may continue to have adverse effects on the labor force available

to us, including reduced employment pools, federal unemployment subsidies, including unemployment benefits offered in response to the

COVID-19 pandemic, and other government regulations, which include laws and regulations related to workers’ health and safety,

wage and hour practices and immigration.

Labor shortages and increased turnover rates within our team members have led to and could in

the future lead to increased costs, such as increased overtime to meet demand and increased wage rates to attract and retain employees

and could negatively affect our ability to efficiently operate our production facilities or otherwise operate at full capacity.

or prolonged labor shortage, lack of skilled labor, increased turnover or labor inflation could have a material adverse impact on our

operations, results of operations, liquidity or cash flows.

depend on our major customers and any loss of such customers could have a negative impact on our profitability.

could suffer significant reductions in revenues and operating income if we lost one or more of our largest customers, including

Wal-Mart®

and Dollar General®, which accounted for 36.9% and 13.6%, respectively, of sales in fiscal year 2020.

our customers, such as supermarkets, warehouse clubs, and food distributors have consolidated in recent years.

Such consolidation

has produced large, sophisticated customers with increased buying power who are more capable of operating with reduced inventories

while demanding lower pricing and increased promotional programs.

These customers also may use their shelf space for their own

private label products.

Failure to respond to these trends could reduce our volume and cause us to lower prices or increase promotional

spending for our product lines which could adversely affect our profitability.

more than 80% of our stock beneficially owned by the Bridgford family, there are risks that they can exert significant influence

or control over our corporate matters.

could suffer significant reductions in revenues and operating income if we lost one or more of our largest customers, including Wal-Mart®

and Dollar General®, which accounted for 35.7% and 14.5%, respectively, of sales in fiscal year 2021.

Many of our customers, such

as supermarkets, warehouse clubs, and food distributors have consolidated in recent years.

Such consolidation has produced large, sophisticated

customers with increased buying power who are more capable of operating with reduced inventories while demanding lower pricing and increased

promotional programs.

These customers also may use their shelf space for their own private label products.

Failure to respond to these

trends could reduce our volume and cause us to lower prices or increase promotional spending for our product lines which could adversely

affect our profitability.

more than 80% of our stock beneficially owned by the Bridgford family, there are risks that they can exert significant influence or control

over our corporate matters.

of the Bridgford family beneficially own, in the aggregate, more than 80% of our outstanding stock.

In addition, two members of

the Bridgford family currently serve on the Board of Directors.

As a result, members of the Bridgford family have the ability

to exert substantial influence or actual control over our management and affairs and over substantially all matters requiring

action by our shareholders, including amendments to by-laws, election and removal of directors, any proposed merger, consolidation

or sale of all or substantially all of our assets and other corporate transactions.

This concentration of ownership may also delay

or prevent a change in control otherwise favored by our other shareholders and could depress our stock price.

Additionally, as

a result of the Bridgford family’s significant ownership of the outstanding voting stock, we have relied on the “controlled

company”

exemption from certain corporate governance requirements of the NASDAQ stock market.

Therefore, among other things,

we have elected not to implement the rule that provides for a nominating committee to identify and recommend nominees to the Board

of Directors and have instead elected to have the full Board of Directors perform such function.

Additionally, pursuant to this

exemption, our compensation committee, which is made up of independent directors, does not have sole authority to determine the

compensation of our executive officers, including our Chairman of the Board.

In addition, four members

of the Bridgford family currently serve on the Board of Directors.

As a result, members of the Bridgford family have the ability to exert

substantial influence or actual control over our management and affairs and over substantially all matters requiring action by our shareholders,

including amendments to by-laws, election and removal of directors, any proposed merger, consolidation or sale of all or substantially

all of our assets and other corporate transactions.

This concentration of ownership may also delay or prevent a change in control otherwise

favored by our other shareholders and could depress our stock price.

Additionally, as a result of the Bridgford family’s significant

ownership of the outstanding voting stock, we have relied on the “controlled company” exemption from certain corporate governance

requirements of the NASDAQ stock market.

Therefore, among other things, we have elected not to implement the rule that provides for a

nominating committee to identify and recommend nominees to the Board of Directors and have instead elected to have the full Board of

Directors perform such function.

Additionally, pursuant to this exemption, our compensation committee, which is made up of independent

directors, does not have sole authority to determine the compensation of our executive officers, including our Chairman of the Board.

participate in Multiemployer Pension Plans which could negatively impact our operations and profitability.

participate in “multiemployer”

pension plans administered by labor unions on behalf of their employees.

We make monthly

contributions for healthcare and pension benefit obligations.

The contribution amount may change depending upon the ability of

participating companies to fund these pension liabilities as well as the actual and expected returns on pension plan assets.

we withdraw from the union and cease participation in a union plan, federal law could impose a penalty for additional contributions

The penalty would be recorded as an expense in the consolidated statement of operations.

The ultimate amount of the

withdrawal liability is dependent upon several factors including the funded status of the plan and contributions made by other

participating companies.

participate in “multiemployer” pension plans administered by labor unions on behalf of their employees.

We make monthly contributions

for healthcare and pension benefit obligations.

The contribution amount may change depending upon the ability of participating companies

to fund these pension liabilities as well as the actual and expected returns on pension plan assets.

Volatility in the capital markets

or interest rates can impact the market value of plan assets and cause volatility in the net periodic benefit cost and our future funding

requirements.

The exact amount of cash contributions made to the pension plans in any year is dependent upon a number of factors, including

minimum funding requirements.

In addition, should we withdraw from the union and cease participation in a union plan, federal law could

impose a penalty for additional contributions to the plan.

The penalty would be recorded as an expense in the consolidated statement

of operations.

The ultimate amount of the withdrawal liability is dependent upon several factors including the funded status of the plan

and contributions made by other participating companies.

We continue to participate in other multiemployer union plans.

In the event of a full or partial withdrawal

from these plans, the impact to our financial statements could be material.

of a full or partial withdrawal from these plans, the impact to our financial statements could be material.

domain and land risk regulations could negatively impact our financial results and financial position.

own real property on which we operate our processing and/or our distribution operations.

As is the case with any owner of real

property, we may be subject to eminent domain proceedings that can impact the value of investments we have made in real property

as well as potentially disrupt our business operations.

If subject to eminent domain proceedings or other government takings,

we may not be adequately compensated.

As is the case with any owner of real property,

we may be subject to eminent domain proceedings that can impact the value of investments we have made in real property as well as potentially

disrupt our business operations.

If subject to eminent domain proceedings or other government takings, we may not be adequately compensated.

COVID-19 pandemic could negatively impact our operations and financial condition.

have considered the impact of federal, state and local government actions related to the global novel coronavirus pandemic (“COVID-19”

or “pandemic”) on our condensed consolidated financial statements.

The business disruptions associated with the pandemic

had a significant negative impact on our consolidated condensed financial statements for the fiscal year ended October 30, 2020.

We expect these events to have future business impacts, the extent of which is uncertain and largely subject to whether the severity

worsens, or the duration of current business shutdowns continue.

These impacts could include but may not be limited to risks and

uncertainty related to shifts in demand between sales channels, market volatility, constraints in our supply chain, our ability

to operate production facilities and worker availability.

These unknowns may subject the Company to future risks related to long-lived

asset impairments, increased reserves for uncollectible accounts, price and availability of ingredients and raw materials used

in our products and adjustments to reflect the market value of our inventory.

have considered the impact of federal, state, and local government actions related to the COVID-19 pandemic on our Consolidated Financial

The business disruptions associated with the pandemic had a significant negative impact on our Consolidated Financial

Statements for the fiscal year ended October 29, 2021.

We expect these events to have future business impacts, the extent of which

is uncertain and largely subject to whether the severity worsens, or the duration of current business shutdowns continue.

These impacts

could include but may not be limited to risks and uncertainty related to shifts in demand between sales channels, market volatility,

constraints in our supply chain, our ability to operate production facilities and worker availability.

These unknowns may subject the

Company to future risks related to long-lived asset impairments, increased reserves for uncollectible accounts, price and availability

of ingredients and raw materials used in our products and adjustments to reflect the market value of our inventory.

Unresolved Staff Comments

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 1A. Risk Factors