BRIDGFORD FOODS CORP 10-K

Item 9A. Controls and Procedures Evaluation of disclosure controls and procedures Our management, with the participation and under the supervision of our Chairman of the Board and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this Report. Based on this evaluation, the Chairman of the Board and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Report due to the material weakness in our internal control over financial reporting related to the Company’s failure to timely report to accounting a change in lease terms from a month-to-month lease to a five-year term lease. Management has implemented remediation steps to improve our internal control over financial reporting and believes the issue has been remediated as of the date of this Report. Our management, including our Chairman of the Board and Chief Financial Officer, does not expect that our disclosure controls and internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving our stated goals under all potential future conditions; over time, a control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. We maintain and evaluate a system of internal accounting controls, and a program designed to provide reasonable assurance that our assets are protected and that transactions are performed in accordance with proper authorization and are properly recorded. This system of internal accounting controls is continually reviewed and modified in response to evolving business conditions and operations and to recommendations made by our independent registered public accounting firm. We have established a code of conduct. Our management believes that the accounting and internal control systems provide reasonable assurance that assets are safeguarded, and financial information is reliable. The Audit Committee of the Board of Directors meets regularly with our financial management and counsel, and with the independent registered public accounting firm engaged by us. Internal accounting controls and the quality of financial reporting are discussed during these meetings. The Audit Committee has discussed with the independent registered public accounting firm matters required to be discussed by Statement of Auditing Standards No. 16 (Communication with Audit Committees). In addition, the Audit Committee and the independent registered public accounting firm have discussed the independent registered public accounting firm’s independence from our Company and its management, including the matters in the written disclosures required by Public Company Accounting Oversight Board Rule 3526 “Communicating with Audit Committees Concerning Independence”. Changes in Internal Control over Financial Reports There has been no change in our internal control over financial reporting during the last fiscal quarter covered by this Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Section 404 of the Sarbanes-Oxley Act of 2002 In order to comply with the Sarbanes-Oxley Act of 2002, we have undertaken and continue a comprehensive effort, which includes the documentation and review of our internal controls. In order to comply with the Sarbanes-Oxley Act, we centralized most accounting and many administrative functions in an effort to control the cost of maintaining our control systems. The Dodd-Frank Wall Street Reform and Consumer Protection Act, signed into law by the President on July 21, 2010, permanently exempts small public companies with less than $75 million in public float, such as the Company, from the requirement to obtain an external audit on the effectiveness of internal financial reporting controls provided in Section 404(b) of the Sarbanes-Oxley Act. As a result, an attestation report on internal controls over financial reporting by an independent registered public accounting firm has not been presented. Section 404(a) is still effective for smaller public companies and requires the disclosure of management attestations on internal controls over financial reporting. 19 Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our management is also required to assess and report on the effectiveness of our internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Such control only provides reasonable assurance with respect to the financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of internal control over financial reporting as of October 28, 2022. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Internal Control-Integrated Framework (2013) and related illustrative documents as an update to Internal Control-Integrated Framework (1992). Based on its assessment and these criteria, management determined that we did not maintain effective internal control over financial reporting as of October 28, 2022 due to a material weakness in our internal control over financial reporting related to the failure to timely report to accounting a change in lease terms from a month-to-month lease to a five-year term lease. A material weakness (within the meaning of PCAOB Auditing Standard No. 5) is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness warranted the attention of the audit committee and those charged with governance. Management has implemented remediation steps to improve our internal control over financial reporting, including modifying the design of the related internal controls to include verbal communication with plant managers on a quarterly basis, and expanding notification to Operating Committee members for feedback on any additional information on new contractual arrangements for revenue, leases or other types of agreements impacting accounting. In the case of the lease misstatement, we believe the failure to notify management was a one-time oversight and not indicative of a pattern or continuing weakness in the proper functioning of the controls. We believe that the issue has been remediated as of the date of this Report. All misstatements were corrected and properly reported as of October 28, 2022. Management has concluded that this material weakness has no impact on earnings, earnings per share, or material trends or uncertainties that are reasonably likely to have a material effect on our financial results. Management further concludes that the existence of this material weakness does not impact any of its prior conclusions regarding the effectiveness of our disclosure controls and procedures. Item 9B. Other Information Not applicable. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 20 PART III Item 10. Directors, Executive Officers and Corporate Governance Identification of Directors The following table and biographical summaries set forth, with respect to each director serving as of January 26, 2022, his or her age, his or her principal occupation and the year in which he or she first became a director of the Company. The directors of the Company are elected annually to serve until the next annual meeting of the shareholders or until their respective successors are elected and duly qualified. Name Age Principal Occupation Year First Became a Director William L. Bridgford 68 Vice President and Chairman of the Executive Committee (1)(4) 2004 Allan L. Bridgford, Sr. 87 Retired Vice President and Chairman of the Executive Committee (1)(4) 1957 Todd C. Andrews 57 Retired Vice President and Controller of Public Storage (2)(3)(4) 2004 Raymond F. Lancy 69 Vice President and Treasurer (4) 2013 Keith A. Ross 60 Real Estate Consultant (4) 2016 Mary Schott 61 Financial Executive Services Consultant (2)(3)(4) 2019 D. Gregory Scott 66 Managing Director of Peak Holdings, LLC (2)(3)(4) 2006 John V. Simmons 67 Vice President and Member of the Executive Committee (4) 2011 (1) William L. Bridgford is the nephew of Allan L. Bridgford, Sr. and the father of Michael W. Bridgford. (2) Member of the Compensation Committee. (3) Member of the Audit Committee. (4) Member of the Nominating Committee. Directors and Executive Officers William L. Bridgford William L. Bridgford served as Chairman of the Board from March of 2006 to October 30, 2021. He is currently Vice President and Chairman of the Executive Committee. He previously served as President of the Company from June of 2004 until March of 2006, and Secretary of the Company for more than five years. Mr. Bridgford has been a full-time employee of the Company since 1981. He has also served as a member of the Executive Committee since 2004. Mr. Bridgford is a graduate of California State University, Fullerton with a degree in Business Management. Mr. Bridgford is one of the principal owners of Bridgford Industries Incorporated, the Company’s majority shareholder. He brings to the Board extensive experience in the operations of the Company and provides strong leadership skills that provide strategic business guidance to the Company. The Board believes his executive managerial experience and Company knowledge base combined with his understanding of corporate values and culture qualify him to serve as a member of the Board. Allan L. Bridgford, Sr. Allan L. Bridgford, Sr. served as Vice President and Chairman of the Executive Committee from 2011 until his retirement from employment effective October 29, 2021. Mr. Bridgford retired from the Board in October 2011 and was reappointed to the Board in August 2019. He previously served as Senior Chairman of the Board from March of 2006 to October of 2011. From March of 1995 through March of 2006, Mr. Bridgford served as Chairman of the Board. He has been an employee of the Company since 1957, and reduced his work schedule to 80% in March of 2000, 60% in March of 2005 and 50% in November 2014. Mr. Bridgford’s base compensation was reduced by the same percentage as his regular work schedule reduction. Mr. Bridgford has also served as a member of the Executive Committee since 1972. He is a graduate of Stanford University with a degree in Economics. Mr. Bridgford is one of the principal owners of Bridgford Industries Inc., the Company’s majority shareholder. He has extensive knowledge of the Company’s business and experience in the food industry developed during his long tenure with the Company. The Board believes he is qualified to serve as a director based on these experiences as well as his other valuable attributes and skills. 21 Todd C. Andrews Todd C. Andrews is a Certified Public Accountant (inactive) and retired in April 2021 as Senior Vice President and Controller of Public Storage, a member of the S&P 500, headquartered in Glendale, California. Mr. Andrews had been employed by Public Storage since 1997. Mr. Andrews graduated cum laude with a Bachelor of Science degree in Business Administration with an emphasis in accounting and finance from California State University, Northridge, and received an Elijah Watt Sells award with high distinction on the November 1988 CPA exam. Mr. Andrews has over 30 years of experience with responsibilities including financial reporting, strategic financial planning and analysis, capital markets, treasury operations, SEC reporting, Sarbanes Oxley internal controls and procedures, operational analysis, operational control design, real estate acquisition and development underwriting, and system design and implementation. In addition, Mr. Andrews brings a diverse set of perspectives to the Board from serving in positions in multiple industries, including public accounting, entertainment, retail, and real estate. The Board believes his skills and extensive experience qualify him to serve as a member of the Board. Mr. Andrews also qualifies as an audit committee financial expert and is financially sophisticated within the meaning of the NASDAQ Listing Rules. Raymond F. Lancy Raymond F. Lancy has served as Treasurer of the Company for more than the past five years. He has also served as Chief Financial Officer from 2003 to October 2022, and as a member of the Executive Committee since 2001 to October 2022, and Vice President since 2001. Mr. Lancy is a Certified Public Accountant (inactive) and worked for ten years as an auditor at PricewaterhouseCoopers LLP. He earned a Bachelor of Science degree with a major in Administration with high honors from California State University, San Bernardino. Mr. Lancy has extensive knowledge and experience in the areas of finance and management developed at PricewaterhouseCoopers LLP and as an employee of the Company since July of 1992 and as Chief Financial Officer from 2003 to October 2022. The Board believes these skills and experiences qualify him to serve as a member of the Board. Effective October 28, 2022, Cindy Matthews-Morales succeeded Mr. Lancy as Chief Financial Officer and Mr. Lancy was appointed Vice President and Treasurer. Mr. Lancy plans to fully retire on February 1, 2023. The Company has executed a consulting agreement with Mr. Lancy in case there is a need for his services or for special projects after his retirement. Mr. Lancy will remain on the Board of Directors for the upcoming term in 2023. Keith A. Ross Keith A. Ross is President of KR6, Inc., a commercial real estate consultant and continues as founder/principal of Centra Realty Corporation (discussed below). From August 2013 to 2018, Mr. Ross served as Executive Vice President of CT Realty, or CTR, a real estate investment, development and management company based in Newport Beach, California. At CTR, Mr. Ross oversaw all development and was responsible for sourcing, evaluating, and closing on all commercial development opportunities. In addition, Mr. Ross served on CTR’s Executive Committee and Investment Committee. CTR was founded in 1994 and together with its affiliates and principals has developed, acquired and managed over $8 billion in industrial and office properties. Prior to joining CTR, from June 2009 to January 2014, Mr. Ross was Founder, President and CEO of Peligroso Spirits which sold to Diageo in London (the world’s largest spirits company). From 2001 to present, Mr. Ross acts as Founder and Principal of Centra Realty Corporation, ranked as one of the most active real estate development companies in Orange County, California, where he oversees the company’s land acquisitions, capital raises of both equity and debt, architectural design, engineering, construction and sales/leasing efforts. Mr. Ross began his professional career at the Koll Company and was with Koll for over a decade and served in various roles from project manager to marketing before leading the real estate development efforts of the company in Southern California. He currently serves on the Board of Directors and is a Co-Founder of Miocean, a nonprofit foundation that applies proven business approaches to curb the harmful effects of urban run-off pollution to the Ocean. Mr. Ross attended San Diego State University. Mr. Ross has extensive real estate acquisition and development experience as well as project management and marketing expertise, which the Board believes qualifies him to serve as a member of the Board. In addition to his service on the Board, Mr. Ross continues to provide real estate consulting services to the Company. Mary Schott Mary Schott is currently working as a consultant in the financial services industry. Previously, she was Chief Financial Officer and Corporate Secretary of California Commerce Club, Inc., a privately held gaming and hospitality company, for which she had served from March 2014 through January 2020. Prior to California Commerce Club, Ms. Schott served as Chief Financial Officer of San Manuel Band of Mission Indians, a sovereign American Indian tribe, and Chief Accounting Officer of First American Title Insurance Company, a publicly traded financial services company. Ms. Schott holds an EMBA from Claremont Graduate University and a bachelor’s degree in Accounting from Cal Poly Pomona University. She is also a Certified Public Accountant (active) and a member of the California Society of Certified Public Accountants and the American Institute of Certified Public Accountants. 22 Ms. Schott possesses leadership skills and a vast knowledge base on finance, accounting, strategic planning, risk management as well as decision support for portfolio development, acquisitions, divestures, and establishing governance protocols. The Board believes that these skills and experiences qualify her to serve as a member of the Board. Ms. Schott also qualifies as an audit committee financial expert and has financial sophistication as described in the NASDAQ Listing Rules. D. Gregory Scott D. Gregory Scott is a Certified Public Accountant (inactive) and currently serves as the Managing Director of Peak Holdings, LLC, an investment management company based in Beverly Hills, California. Mr. Scott has been with Peak Holdings, LLC for more than the past five years. Peak Holdings, LLC and its affiliates own and manage in excess of three million square feet of office, retail and warehouse space throughout the United States. Mr. Scott has extensive financial and managerial experience, which the Board believes qualifies him to serve as a member of the Board. Mr. Scott also qualifies as an audit committee financial expert and has financial sophistication as described in the NASDAQ Listing Rules. John V. Simmons John V. Simmons served as President of the Company and member of the Executive Committee from 2006 to November 2021. He is currently Vice President and member of the Executive Committee. He previously served as Vice President of the Company for more than five years. Mr. Simmons earned a B.A. degree in Psychology from the University of Wisconsin. Mr. Simmons has extensive knowledge and experience in the areas of marketing, product research and development, trade relations and operations developed as an employee of the Company since 1979. The Board believes these skills and experiences qualify him to serve as a member of the Board. Public Company Directorships None of the directors have been a director of any other public company in the past five years. Involvement in Certain Legal Proceedings None of the directors have been involved in any legal events reportable under Item 401(f) of Regulation S-K during the last ten years. Arrangements or Understandings with Directors There are no arrangements or understandings pursuant to which any of the directors was or is to be elected to serve as a director or nominee. Further, none of our directors have arrangements or understandings with any person or entity, other than the Company, relating to compensation or other payments in connection with such director’s service to the Company. 23 Identification of Executive Officers The names, ages, and positions of all our executive officers as of January 26, 2023, are listed below. Additionally, biographical summaries for executive officers who are not directors are set forth below. Officers are normally appointed annually by the Board of Directors at their meeting immediately following the annual meeting of shareholders. Five executive officers are full-time employees of our company. Raymond F. Lancy reduced his work schedule to 60% as of October 29, 2022. There are no agreements or understandings pursuant to which any of the executive officers was or is selected to serve as an executive officer. Name Age Position(s) with our company William L. Bridgford (1)(2)(3) 68 Vice President and Chairman of the Executive Committee John V. Simmons (4) 67 Vice President and Member of the Executive Committee Raymond F. Lancy (5) 69 Vice President and Treasurer Michael W. Bridgford (2)(3) 41 Chairman of the Board and Member of the Executive Committee Baron R. H. Bridgford II (4)(6) 40 President and Member of the Executive Committee Cindy Matthews-Morales (5) 52 Chief Financial Officer, Secretary and Member of the Executive Committee (1) William L. Bridgford is the nephew of Allan L. Bridgford, Sr., a director. (2) Effective October 30, 2021, Michael W. Bridgford succeeded William L. Bridgford as Chairman of the Board and was also appointed as a member of the Executive Committee. Effective the same date, William L .Bridgford was appointed as Vice President and Chairman of the Executive Committee. (3) Michael W. Bridgford is the son of William L. Bridgford. (4) Effective October 30, 2021, Baron R.H. Bridgford II succeeded John V. Simmons as President of the Company and was also appointed as a member of the Executive Committee. Effective the same date, John V. Simmons was appointed Vice President and will continue serving as a member of the Executive Committee. (5) Effective October 28, 2022, Cindy Matthews-Morales succeeded Raymond F. Lancy as Chief Financial Officer and Raymond F. Lancy was appointed Vice President and Treasurer. Raymond F. Lancy plans to fully retire on February 1, 2023 and will continue to serve as a director. (6) Baron R.H. Bridgford II is the cousin of William L. Bridgford and Michael W. Bridgford and great nephew of Allan L. Bridgford Sr. Michael W. Bridgford Michael W. Bridgford was appointed as Chairman of the Board and a member of the Executive Committee in October of 2021. He previously served as Vice President of the Company from March of 2015 until November of 2021 and as Assistant Secretary of the Company from March of 2007 until November of 2021. Mr. Bridgford has been a full-time employee of the Company since 2002. He graduated from Vanguard University in 2004 with a degree in Business with an emphasis in Organizational Management. Mr. Bridgford brings a wide range of experience to the Board. He has overseen sandwich and lunch meat production in the Anaheim and Frozen-Rite plants, led the Anaheim Deli Route division, worked as a Regional Sales Manager in the Frozen Foods division, and most recently been responsible for leading the entire Frozen Foods division’s sales efforts. He also has extensive experience controlling inventory, administering payroll, managing employees, and working with customers. The Board believes his experience working in and managing various divisions of the Company since 2002 make him well-equipped to oversee both the sales efforts and the processing operations of the Company. Baron R. H. Bridgford II Baron R. H. Bridgford II is serving his second year as President of the Company and member of the Executive Committee. He previously served as Vice President of the Chicago Meat Snack division from 2008 to 2021 and works closely in the Chicago plant with his father, Baron Bridgford Sr., and brothers, Brian and Richard Bridgford. Mr. Bridgford earned a Bachelor of Science in Business Administration from the University of Colorado. Mr. Bridgford is a member of the fourth generation of the Bridgford family and has worked for the Company throughout its operations from an early age. He served as a DSD route driver and Route Specialist during the early part of his career, gaining hands-on experience with the Company’s unique DSD distribution model. He has worked closely with Senior Vice President Chris Cole making headquarter calls on our largest customers. In addition to retail headquarter calls, Mr. Bridgford has developed and grown the Company’s co-packing and warehouse business out of the Chicago plant. Cindy Matthews-Morales Cindy Matthews-Morales is serving her first year as Chief Financial Officer of the Company and member of the Executive Committee. She previously served as Controller from 2000 to 2022. Ms. Matthews-Morales earned a Master of Business Administration with a concentration in Accounting from California State University, Fullerton. 24 Ms. Matthews-Morales has extensive knowledge in accounting, cash management and financial competency as well as a strong understanding of Company operations. The Board believes these skills and experiences qualify her to serve as Chief Financial Officer. Audit Committee The Audit Committee currently consists of three members, including Ms. Schott (Chairperson) and Messrs. Andrews and Scott. The Audit Committee has been established in accordance with the rules and regulations of the SEC and each of the current members of the Audit Committee is an “independent director” as defined in Rule 5605(c)(2) of the NASDAQ Listing Rules. In addition, the Board has determined that each of Messrs. Andrews and Scott, and Ms. Schott qualify as “audit committee financial experts” as such term is used in the rules and regulations of the SEC. Code of Ethics The Company adopted a code of ethics that is applicable to, among other individuals, its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and posted the code of ethics on its website at www.bridgford.com (and designated therein as the Code of Conduct - Governance). Any amendment or waiver to the Company’s code of ethics that applies to its directors or executive officers will be posted on its website or in a report filed with the SEC on Form 8-K. Item 11. Executive Compensation Compensation Discussion and Analysis Compensation Overview This section provides information regarding the compensation paid to the Company’s “named executive officers” or “NEOs,” all of whom are members of the Executive Committee during the respective fiscal years stated below. The Company has historically been and continues to be principally managed by the Executive Committee. The Executive Committee, as a unit, serves as the Company’s “Chief Executive Officer.” For fiscal year 2022, the Executive Committee consisted of the following five members: ● William L. Bridgford, Vice President and Chairman of the Executive Committee ● Michael W. Bridgford, Chairman of the Board (Principal Executive Officer) ● Baron R.H. Bridgford II, President ● John V. Simmons, President ● Raymond F. Lancy, Chief Financial Officer, Executive Vice President and Treasurer (Principal Financial Officer) For fiscal year 2023, the Executive Committee consists of the following six members (five members upon Mr. Lancy’s retirement on February 1, 2023): ● William L. Bridgford, Vice President and Chairman of the Executive Committee ● Michael W. Bridgford, Chairman of the Board (Principal Executive Officer) ● Baron R.H. Bridgford II, President ● John V. Simmons, Vice President ● Raymond F. Lancy, Vice President and Treasurer ● Cindy Matthews-Morales, Chief Financial Officer and Secretary (Principal Financial Officer) The Company’s executive compensation program is overseen by the Compensation Committee, which is comprised of certain non-employee members of the Board and, notwithstanding that the Company is a “controlled company” within the meaning of the NASDAQ Listing Rules, each member is independent as defined in Rule 5605(a)(2) of the NASDAQ Listing Rules. The basic responsibility of the Compensation Committee is to review the performance of the officers and key employees toward achieving the Company’s strategic goals and to help ensure that the Company is able to attract and retain individuals who can lead the Company to achieve those goals. One of the Company’s primary strategic goals is to increase shareholder value while meeting its objectives for customer satisfaction, improved sales and financial performance, sound corporate governance, and competitive advantage. The Company’s current emphases on controlling costs and improving profit margins on a consistent basis are also important factors which affect the Company’s compensation decisions. The Compensation Committee’s goal is to work with management to balance the Company’s financial goals and circumstances with the need to attract, motivate and retain the fully qualified and capable individuals the Company needs to meet and surpass its customers’ and shareholders’ expectations in a highly-competitive industry. Compensation Philosophy and Objectives The core of the Company’s executive compensation philosophy is to pay for performance. To that end, incentive bonus programs are in place each year to reward excellent executive performance based upon the achievement of profit objectives by business units and the Company’s overall profitability based on pretax income, thus stimulating all executives to assume broad responsibility for the Company’s overall financial welfare and financial performance. 25 The Compensation Committee’s guiding principles are as follows: ● Work with management to provide a compensation program that recognizes individual contributions as well as the Company’s overall business results; ● Provide reasonable levels of total compensation which will enable the Company to attract and retain qualified and capable executive talent within its industry, while also considering the Company’s current goals of controlling costs and effecting consistent improvements in its overall financial condition; ● Motivate executive officers to deliver optimum individual and business unit performance; ● Develop and retain a leadership team that is capable of successfully operating and growing an increasingly competitive and complex business in a rapidly changing industry; and ● Ensure that executive compensation-related disclosures are made to the public on a timely basis. Role of the Compensation Committee The compensation of all NEOs and other executive officers is determined by the Compensation Committee. The Compensation Committee met one time during fiscal year 2022. The primary responsibilities of the Compensation Committee include, without limitation, the following: ● Determine the compensation of the members of the Executive Committee, after taking into account the Board’s assessment of the performance of the Executive Committee, as well as any other executive officers of the Company. ● Determine the compensation of the Chairman of the Board and the other directors of the Company. ● Assess the performance of the executive officers of the Company other than the members of the Executive Committee (whose performance is assessed by the Board). ● Review and make recommendations to the Board regarding the Company’s compensation policies and philosophy. ● Review and make recommendations to the Board with respect to the employment agreements, severance agreements, change of control agreements and other similar agreements between the Company and its executive officers. ● Administer the Company’s equity incentive plans, including the review and grant of stock option and other equity incentive grants. ● Review and discuss the Compensation Discussion and Analysis (“CD&A”) section of the Company’s annual proxy statement with management and recommend to the Board that the CD&A be included in the Company’s proxy statement as required. ● Produce an annual report on executive compensation for inclusion in the Company’s proxy statement. ● As requested by Company management, review, consult and make recommendations and/or determinations regarding employee compensation and benefit plans and programs generally, including employee bonus and retirement plans and programs. ● Assist the Board and management in developing and evaluating potential candidates for executive officer positions. ● Advise the Board in its succession-planning initiatives for the Company’s executive officers and other senior officers. Role of Management in the Compensation Determination Process The Company’s senior management team, particularly the Chairman of the Board and the Chairman of the Executive Committee, support the Compensation Committee in the executive compensation decision-making process. At the request of the Compensation Committee, one or more members of the Executive Committee may present a performance assessment and recommendations to the Compensation Committee regarding base salaries, bonus payments, incentive plan structure and other compensation-related matters for the Company’s executive officers (other than with respect to their own compensation). Role of Compensation Consultant The Compensation Committee has decided not to utilize the services of a paid compensation consultant after concluding that such a consultant would provide insufficient value compared to the cost. Total Compensation for Executive Officers The compensation packages offered to the Company’s executive officers are comprised of one or more of the following elements: ● Base salary; ● Discretionary cash bonuses; and ● Post-retirement healthcare and pension benefits. 26 The Company does not have any formal policies which dictate the amount to be paid with respect to each element, nor does it have any policies which dictate the relative proportion of the various elements. The Company also does not have any formal policies for allocating between cash and non-cash compensation and short-term and long-term compensation. Instead, the Company relies on the judgment of the Compensation Committee and input and feedback from the management team, including in particular members of the Executive Committee. The Compensation Committee has no plans to adopt any such formulas, ratios or other such targets that might artificially dilute the Company’s effectiveness in achieving its overall profit objectives. In fact, all of the Company’s compensation policy decisions are made in the context of its current financial position and are subordinated to the Company’s current goal of achieving overall profitability on an annual basis. Each of the compensation components is described in more detail below. Base Salary The Company provides executive officers and other employees with base salary to compensate them for services rendered during the fiscal year. The purpose of base salary is to reward effective fulfillment of an executive’s assigned job responsibilities, and to reflect the position’s relative value to the Company and competitiveness of the executive job market. Base salaries for executive officers are determined based on the nature and responsibility of the position, salary norms for comparable positions at similar companies, the expertise and effectiveness of the individual executive, and the competitiveness of the market for the executive officer’s services. The Company has successfully held most base salaries at the low end of the competitive range in order to reduce its overall cost structure and to achieve systematic improvement in the financial performance of the business without incurring a large turnover in executive talent and leadership. Any “merit increases” for the Company’s executive officers are subject to the same budgetary constraints that apply to all other employees. Executive officer salaries are evaluated as part of the Company’s annual review process and may be adjusted where justified in the context of the Company’s current focus on profitability and controlling expenses. For fiscal year 2022, the Compensation Committee set a base salary of $5,713 per week for each Executive Committee member, reduced on a pro-rata basis for any member working less than a full-time schedule. This base salary amount is unchanged compared to fiscal year 2021. Discretionary Cash Bonuses The Company’s policy is to make a significant portion of each NEO’s total compensation contingent upon the Company’s financial performance. The Compensation Committee believes that the payment of cash bonuses based on the Company’s financial success allows the Company to offer a competitive total compensation package despite relatively lower base salaries, while aligning a significant portion of executive compensation with the achievement of positive Company financial results. However, while the payment of these cash bonuses to the NEOs is generally correlated with the achievement of positive Company financial results, there are no specific performance targets communicated to the NEOs in advance, and the bonuses are ultimately paid at the discretion of the Compensation Committee after receiving input from the Chairman of the Board. For the fiscal year ended October 28, 2022, discretionary bonuses were awarded to the members of the Company’s Executive Committee as disclosed in detail in the Summary Compensation Table. Long-Term Equity-Based Incentive Compensation The Compensation Committee has concluded that long-term stock-related compensation has very limited value as an employee incentive or retention tool because the Company’s equity-based incentive awards have historically provided little or no value to the recipient. In addition, beginning in 2005, U.S. accounting rules required the Company to expense any stock option awards according to a formula which could impose a costly charge on the Company’s income statements, thereby burdening or erasing its profit margins. Because of these factors, the Company has not granted stock options or restricted stock awards for many years. Instead, the Compensation Committee aims to align the interests of the NEOs with those of the Company’s shareholders by creating a link between the payment of executive compensation and the achievement of Company financial goals as described above. The Company’s 1999 Stock Incentive Plan expired by its own terms on April 29, 2009 and no additional stock options or restricted stock may be granted thereunder. Pension and Retirement Benefits Retirement Plan for Administrative and Sales Employees of Bridgford Foods Corporation . The Company has a defined benefit plan (the “Primary Benefit Plan”) for certain of its employees not covered by collective bargaining agreements. The Primary Benefit Plan, administered by a major life insurance company, presently provides that participants receive an annual benefit on retirement equal to 1.5% of their total compensation from the Company during their period of participation from 1958. Benefits are not reduced by Social Security payments or by payments from other sources and are payable in the form of a monthly lifetime annuity commencing at age 65 or the participant’s date of retirement, whichever is later. Effective May 12, 2006, future benefit accruals under the Primary Benefit Plan were frozen. 27 Supplemental Executive Retirement Plan . Retirement benefits otherwise available to certain key executives under the Primary Benefit Plan have been limited by the effects of the Tax Equity and Fiscal Responsibility Act of 1982 (“TEFRA”) and the Tax Reform Act of 1986 (“TRA”). To offset the loss of retirement benefits associated with TEFRA and TRA, the Company has adopted a non-qualified “makeup” benefit plan (the “Supplemental Executive Retirement Plan”). Benefits will be provided under the Supplemental Executive Retirement Plan in an amount equal to 60% of each participant’s final average earnings minus any pension benefits and primary insurance amounts available to them under Social Security. However, in all cases the benefits are capped at $120,000 per year for Allan L. Bridgford. Benefits provided under this plan for William L. Bridgford and Raymond F. Lancy are calculated at 50% of final average earnings, capped at $200,000 per year, without offsets for other pension or Social Security benefits. Bridgford Foods Retirement Savings 401(k) Plan . The Company implemented a 401(k) plan effective May 13, 2006. The Company makes a matching contribution to each employee’s account based on pretax contributions in an amount equal to 100% of the first 3% of compensation and 50% of the next 2% of compensation contributed to the Plan. Certain limitations on optional pre-tax contributions to the plan are imposed pursuant to the Internal Revenue Code of 1986, as amended. No amounts are contributed by the Company unless the employee elects to make a pretax contribution to the Plan. Non-Qualified Deferred Compensation Effective January 1, 1991, the Company adopted a deferred compensation savings plan for certain key employees. Under this arrangement, selected employees contributed a portion of their annual compensation to the plan. The Company contributed an amount to each participant’s account by computing an investment return equal to Moody’s Average Seasoned Bond Rate plus 2%. The purpose of the plan was to provide tax planning and supplemental funds upon retirement or death for certain selected employees and to aid in retaining and attracting employees of exceptional ability. Separate accounts are maintained for each participant to properly reflect his or her total vested account balance. No contributions or salary deferrals have been made in the past ten years. Perquisites and Other Benefits The Company provides its executive officers with various health and welfare programs and other employee benefits which are generally available on the same cost-sharing basis to all of its employees. However, in keeping with the Company’s policy of controlling costs in connection with its profitability objectives, it does not provide any significant perquisites or other special benefits to its executive officers including, but not limited to, payment of club memberships, fees associated with financial planning, executive dining rooms or special transportation rights. The Company does not own an airplane and does not provide aircraft for executives for business or personal purposes. The Company provides post-retirement healthcare benefits for certain executives and their spouses (who are within fifteen years of age of the employee) who have reached normal retirement age. This coverage is secondary to Medicare. Coverage for spouses continues upon the death of the employee. The maximum benefit under the plan is $100,000 per year per retiree. The combined loss on this plan was $3,000 and $12,000 during fiscal year 2022 and 2021, respectively, for all active and retired participants. The Company paid life and disability insurance premiums on policies for John V. Simmons under which he is the named owner and beneficiary. No further premiums are due on these policies. Employment Agreements The Company currently does not have any employment agreements with any of its NEOs. However, on August 12, 2019, the Company entered into a consulting agreement with Allan L. Bridgford, Sr., pursuant to which the Company has engaged Mr. Bridgford to provide consulting services to the Company, which commenced effective October 30, 2021 upon his retirement from employment with the Company on October 29, 2021. Under the terms of the consulting agreement, Mr. Bridgford will provide to the Company consulting services, including, but not limited to, business development and strategic partnering, commencing on the date of his retirement and until such agreement is terminated by either party upon at least thirty (30) days’ notice to the other party. Mr. Bridgford will be compensated at a rate of $20,833.33 per month and will be reimbursed for all reasonable out of pocket expenses incurred in rendering such services. Upon the retirement of Raymond F. Lancy anticipated on February 1, 2023, the Company will enter into a consulting agreement to provide as needed consulting services to the Company. Payments Upon Termination of Employment or Change in Control The Company currently does not have any severance, change of control or similar agreements with any of its NEOs. Refer to the compensation discussion below for information on pension, deferred compensation, and benefit-related payments payable in the event of a qualifying event such as employment termination, disability, death, or sale/merger/acquisition. 28 Tax and Accounting Implications The Compensation Committee is responsible for considering the deductibility of executive compensation under Section 162(m) of the Internal Revenue Code, which in fiscal year 2022 provided that it could not deduct compensation of more than $1,000,000 that is paid to its executive officers. The Company believes that the compensation paid under the current management incentive programs is fully deductible for federal income tax purposes. In certain situations, the Compensation Committee may approve compensation that will not meet the requirements for deductibility in order to ensure competitive levels of compensation for its executives and to meet its obligations under the terms of various incentive programs. However, the issue of deductibility has not come before the Compensation Committee in recent years and is not expected to be a concern for the foreseeable future. S ummary Compensation Table The table below provides summary information concerning cash and certain other compensation paid to or accrued for the Company’s NEOs during fiscal years 2022 and 2021, respectively. Each of the NEOs named below were also members of the Executive Committee during the referenced periods, which Committee acts in the capacity of Chief Executive Officer of the Company. See “Compensation Discussion and Analysis” for further discussion of compensation arrangements pursuant to which the amounts listed in the table below were paid or awarded and the criteria for such payment or award. Name and Principal Position Year Base Salary($) (1) Bonus($) Stock Awards($) (2) Option Awards($) (3) Non-Equity Incentive Plan Compensation($) (4) Change in Pension Value and Non- Qualified Deferred Compensation Earnings($) (5) All Other Compensation($) (6) Total($) Allan L. Bridgford 2022 - - - - - - - - Sr. Vice President 2021 148,525 ____- - - - - 8,000 156,525 William L. Bridgford 2022 297,050 153,392 - - - - 19,600 470,042 Vice President (formerly Chairman of the Board) 2021 297,050 - - - - - 19,600 316,650 John V. Simmons 2022 297,050 153,392 - - - - 19,600 470,042 Vice President (formerly President) 2021 297,050 - - - - 9,351 19,600 326,001 Raymond F. Lancy 2022 237,640 122,714 - - - - 19,600 379,954 Chief Financial Officer 2021 297,050 - - - - - 19,600 316,650 Michael W. Bridgford 2022 297,050 153,392 - - - - 19,600 470,042 Chairman of the Board 2021 - - - - - - - - Baron R. Bridgford II 2022 297,050 153,392 - - - - 19,600 470,042 President 2021 - - - - - - - - (1) Fiscal years 2022 and 2021 were each 52 weeks. (2) The Company did not grant any stock awards to any of the NEOs during fiscal years 2022 or 2021. (3) The Company did not grant any option awards to any of the NEOs during fiscal years 2022 or 2021. (4) The Company did not utilize any non-equity incentive plans in order to pay compensation to its NEOs in fiscal years 2022 or 2021. While it is the Company’s policy to provide each of the NEOs with an opportunity to earn cash bonuses that are correlated with the Company’s financial performance, the payment of the bonuses is ultimately subject to the discretion of the Compensation Committee. See “Compensation Discussion and Analysis – Total Compensation for Executive Officers – Discretionary Cash Bonuses.” (5) This column includes the aggregate positive change in actuarial present value of each NEO’s accumulated benefit under all defined benefit and supplemental pension plans. In accordance with SEC rules, to the extent the aggregate change in present value of all defined benefit and supplemental pension plans for a particular fiscal year would have been a negative amount, the amount has instead been reported as $0 and the aggregate compensation for the NEO in the “Total” column has not been adjusted to reflect the negative amount. In addition, to the extent that the change in present value of any particular defined benefit or supplemental pension plan for a particular year was a negative amount, the negative amount has not been used to offset the positive change in present value associated with the other applicable defined benefit or supplemental pension plans. The aggregate change in the present value of the non-qualified deferred compensation plan and pension and retirement benefits for the NEOs in fiscal years 2022 and 2021 was as follows: (i) for fiscal year 2022, Allan L. Bridgford, Sr. (-$45,148), William L. Bridgford (-$238,754), John V. Simmons (-$212,407), and Raymond F. Lancy (-$156,832), and (ii) for fiscal year 2021, Allan L. Bridgford, Sr. (-$45,148), William L. Bridgford (-$47,388), John V. Simmons ($9,351), and Raymond F. Lancy (-$32,336). (6) Consists of matching contributions of the Bridgford Foods Retirement Savings 401(k) plan made by the Company on behalf of each of the NEO’s, except Allan L. Bridgford, Sr. and an $8,000 payment to offset the negative impacts arising from the cancellation of supplemental executive health benefits. In addition, in fiscal year 2021, the amounts included matching contributions to the Bridgford Foods Retirement Savings 401(k) plan made by the Company on behalf of each of the NEOs, except Allan L. Bridgford, Sr., and an $8,000 payment to offset the negative impacts arising from the cancellation of supplemental executive health benefits. 29 Narrative to Summary Compensation Table See “Compensation Discussion and Analysis” for further discussion of compensation arrangements pursuant to which amounts listed under the Summary Compensation Table were paid or awarded and the criteria for such payment or award. Grants of Plan-Based Awards There were no stock options, restricted stock, restricted stock units or equity or non-equity-based performance awards granted to the Company’s NEOs during fiscal years 2022 or 2021. The Company’s 1999 Stock Incentive Plan expired by its own terms on April 29, 2009, and no additional stock options or restricted stock may be granted thereunder. Outstanding Equity Awards at Fiscal Year-End There were no outstanding options or stock awards held by any NEOs as of October 28, 2022. Option Exercises and Stock Vested There were no shares acquired upon the exercise of stock options or vesting of stock awards by any NEOs during fiscal years 2022 or 2021. Pension Benefits The tables below provide information concerning retirement plan benefits for each NEO and payments due upon certain termination scenarios. Retirement Plan for Administrative and Sales Employees of Bridgford Foods Corporation Normal Retirement : Benefits commence upon reaching the “Normal Retirement Date”, which is the first day of the month on or after attainment of age 65. Pension benefit payments begin on the normal retirement date and continue until death. Early Retirement : A participant may choose to retire up to ten years before the normal retirement date. If a participant retires early, the accrued pension will be reduced by a percentage to reflect the longer period over which pension benefits will be received. If a participant is married for at least one year and dies before retirement, a pension benefit will be payable to the surviving spouse for his or her life, provided certain eligibility requirements have been met. Death Benefits : Payments to a surviving spouse will begin on the first day of the month following a participant’s death but not sooner than the earliest date a participant could have elected to retire. Disability Benefits : A disability benefit is the accrued pension credited to a participant as of the date of disability. The years of credited service, present value of accumulated plan benefits and payments made during the fiscal year were as follows: For the Fiscal Year ended October 28, 2022: Name Number of Years Credited Service Present Value of Accumulated Benefit (1) Payments During Fiscal Year Allan L. Bridgford, Sr. 52 $ 633,669 $ 88,661 William L. Bridgford 49 $ 657,686 $ _ John V. Simmons 43 $ 565,012 $ _ Raymond F. Lancy 30 $ 447,623 $ _ (1) The assumed discount rate used was 5.44% to compute the present value of the accumulated benefit. The Pri-2012 Total Dataset Mortality Table with MP- 2021 Scaling was used and an expected return on assets of 7.00% was assumed. 30 For the Fiscal Year ended October 29, 2021: Name Number of Years Credited Service Present Value of Accumulated Benefit (1) Payments During Fiscal Year Allan L. Bridgford, Sr. 52 $ 745,626 $ 85,251 William L. Bridgford 48 $ 896,440 $ — John V. Simmons 42 $ 777,419 $ — Raymond F. Lancy 29 $ 604,456 $ — (1) The assumed discount rate used was 2.58% to compute the present value of the accumulated benefit. The Pri-2012 Total Dataset Mortality Table with MP-2020 Scaling was used and an expected return on assets of 7.00% was assumed. Supplemental Executive Retirement Plan (SERP) Payment of Retirement Benefit : All retirement, disability and death benefits shall be paid in monthly installments beginning on the commencement date following the participant’s retirement, disability or death and shall continue for a period of fifteen years. Normal Retirement : Benefits commence upon reaching the “Normal Retirement Date”, which means the date on which the participant has both attained age 65 and completed at least ten years of participation. SERP benefit payments begin at the normal retirement date or later depending on the election of the participant. Early Retirement : A participant may choose to retire up to ten years before the normal retirement date if the participant has completed at least five years of participation. If a participant retires early, the SERP benefit will be determined based on the vested percentage attained as the time of retirement. Death Benefits : If a participant dies prior to having commenced receipt of benefits and is eligible for benefits hereunder, the participant’s beneficiary shall be entitled to receive an annual death benefit equal to the Normal Retirement Benefit determined as if the participant attained Normal Retirement Age on the date of his death, or, if after the Participant’s Normal Retirement Date, equal to the Late Retirement Benefit. If a participant dies after having commenced receipt of benefits, benefits shall continue to be paid but to the Participant’s Beneficiary at the same time and in the same form as the benefits would have been payable to the participant. No benefit will be payable to a participant’s beneficiary if the participant terminates employment with the Company before he is eligible for a retirement benefit and thereafter dies. Disability Benefits : A disability benefit is the vested percentage of SERP benefit credited to a participant as of the date of disability. The present value of accumulated plan benefits and payments made during the fiscal year were as follows: For the Fiscal Year ended October 28, 2022: Name Present Value of Accumulated Benefit (1) Payments During Last Fiscal Year Allan L. Bridgford, Sr. $ _ $ _ William L. Bridgford $ 2,074,456 $ _ John V. Simmons $ _ $ _ Raymond F. Lancy $ 2,074,456 $ _ (1) A 5.44% discount rate was used to compute the present values. For the Fiscal Year ended October 29, 2021: Name Present Value of Accumulated Benefit (1) Payments During Last Fiscal Year Allan L. Bridgford, Sr. $ — $ — William L. Bridgford $ 2,496,035 $ — John V. Simmons $ — $ — Raymond F. Lancy $ 2,496,035 $ — (1) A 2.58% discount rate was used to compute the present values. 31 The following table estimates the present value of SERP benefits under different employment termination scenarios as of October 28, 2022: Name Present Value of Benefit Upon Voluntary Termination of Employment (1) Present Value of Benefit if Disabled (1) Present Value of Benefit Upon Death (1) Present Value of Benefit Upon Involuntary Termination of Employment due to Sale/Merger/ Acquisition (1) Allan L. Bridgford, Sr. $ _ $ _ $ _ $ _ William L. Bridgford (2) $ 2,074,456 $ 2,074,456 $ 2,074,456 $ 2,074,456 John V. Simmons $ _ $ _ $ _ $ _ Raymond F. Lancy (2) $ 2,074,456 $ 2,074,456 $ 2,074,456 $ 2,074,456 (1) In each scenario above, the benefit amount shown is calculated on October 28, 2022. A 5.44% discount rate was used to compute the present values. In the case of a voluntary termination, the participant shall be entitled to the vested portion of any such early retirement benefit but shall not commence receipt of such early retirement benefit until the commencement date following the date the participant would have attained the early retirement date had the participant remained employed by the Company. Upon a finding that the participant (or, after the participant’s death, a beneficiary) has suffered an unforeseeable emergency, the Committee may at the request of the participant or beneficiary, and subject to compliance with Internal Revenue Code Section 409A, accelerate distribution of benefits under the SERP in the amount reasonably necessary to alleviate such unforeseeable emergency. (2) Death benefits for William L. Bridgford and Raymond F. Lancy are paid in the form of a monthly annuity. The actual payment amount for William L. Bridgford and Raymond F. Lancy would be determined using a discount rate similar to the rate required for qualified plans. The rate assumed for these estimates is 5.44%. The following table estimates future SERP payments under different termination scenarios as of October 28, 2022: Name Payment Upon Voluntary Termination of Employment Payment if Disabled (1) Death Benefit from Plan (2) Involuntary Termination of Employment Due to Sale/Merger/ Acquisition Allan L. Bridgford, Sr. — — — — William L. Bridgford $16,666.67 per month for 180 months beginning on 10/28/22 $16,666.67 per month for 180 months commencing after disability $16,666.67 per month for 180 months beginning just after death Lump Sum payment due at termination of $2,074,456 John V. Simmons — — — — Raymond F. Lancy $16,666.67 per month for 180 months beginning on 10/28/22 $16,666.67 per month for 180 months commencing after disability $16,666.67 per month for 180 months beginning just after death Lump Sum payment due at termination of $2,074,456 (1) Disability amount is decreased by any Company paid disability insurance policies, Social Security disability benefits, or other Federal or State disability programs. In the case of a voluntary termination, the participant shall be entitled to the vested portion of any such early retirement benefit but shall not commence receipt of such early retirement benefit until the commencement date following the date the participant would have attained the early retirement date had the participant remained employed by the Company. Upon a finding that the participant (or, after the participant’s death, a beneficiary) has suffered an unforeseeable emergency, the Committee may at the request of the participant or beneficiary, and subject to compliance with Internal Revenue Code Section 409A, accelerate distribution of benefits under the SERP in the amount reasonably necessary to alleviate such unforeseeable emergency. (2) Assumes death on October 28, 2022. The discount rate used to calculate the lump sum amount is 5.44%. See “Compensation Discussion and Analysis – Total Compensation for Executive Officers — Pension and Retirement Benefits” for further discussion of the pension benefits contained in the tables above. 32 Non-Qualified Deferred Compensation The table below provides information concerning deferred compensation plan benefits for each NEO during the fiscal year ended October 28, 2022. Name Executive Contributions in Fiscal Year Company Contributions in Fiscal Year Aggregate Earnings in Fiscal Year Aggregate Withdrawals/ Distributions Aggregate Balance at Fiscal Year End Allan L. Bridgford $ — $ — $ — $ — $ — William L. Bridgford $ — $ — $ — $ — $ — John V. Simmons $ — $ — $ — $ — $ — Raymond F. Lancy $ — $ — $ — $ — $ — The table below provides information concerning deferred compensation plan benefits for each NEO during the fiscal year ended October 29, 2021. Name Executive Contributions in Fiscal Year Company Contributions in Fiscal Year Aggregate Earnings in Fiscal Year Aggregate Withdrawals/ Distributions Aggregate Balance at Fiscal Year End Allan L. Bridgford $ — $ — $ — $ — $ — William L. Bridgford $ — $ — $ — $ — $ — John V. Simmons $ — $ — $ — $ — $ — Raymond F. Lancy $ — $ — $ — $ — $ — The following table estimates the present value of non-qualified deferred compensation benefits under different employment termination scenarios as of October 28, 2022: Name Present Value of Benefit at Termination of Employment Present Value of Benefit if Disabled Present Value of Benefit Upon Death Present Value of Benefit Upon Involuntary Termination of Employment Due to Sale/Merger/ Acquisition Allan L. Bridgford $ — $ — $ — $ — William L. Bridgford $ — $ — $ — $ — John V. Simmons $ — $ — $ — $ — Raymond F. Lancy $ — $ — $ — $ — The deferred compensation amounts are calculated using a crediting rate equal to Moody’s Average Seasoned Bond Rate, plus 2%. This rate is subject to fluctuation. Upon death, the deferred compensation benefits are paid in a lump sum equal to the individual’s remaining account balance. See “Compensation Discussion and Analysis – Total Compensation for Executive Officers – Non-Qualified Deferred Compensation” for further discussion of the non-qualified deferred compensation benefits contained in the tables above. 33 Director Compensation The following table summarizes the total compensation paid and accrued by the Company to directors who were not employees during fiscal year 2022. Directors who were employees did not receive any additional compensation for their services as directors. Name Fees Earned or Paid in Cash Stock Awards Option Awards Non-Equity Incentive Plan Compensation Non-Qualified Deferred Compensation Earnings All Other Compensation Total Todd C. Andrews $ 27,200 $ — $ — $ — $ — $ — $ 27,200 Keith A. Ross $ 20,540 — — — $ — $ 4,960 (1) $ 25,500 D. Gregory Scott $ 24,620 $ — $ — $ — $ — $ — $ 24,620 Mary Schott $ 30,130 $ — $ — $ — $ — $ — $ 30,130 (1) Consists of $4,960 paid to Keith A. Ross for consulting services rendered to the Company. See Item 13. Certain Relationships and Related Transactions, and Director Independence for further details. Narrative to Director Compensation Table The Company uses cash compensation to attract and retain qualified candidates to serve on its Board of Directors. In setting director compensation, the Compensation Committee considers the demands that have been placed and will continue to be placed on the directors and the skill-level required by its directors. In addition, as with the Company’s executive officers, compensation decisions for directors are made in the context of the Company’s focus on controlling costs and increasing profitability. The directors are not paid an annual retainer for their service on the Board. Instead, each non-employee director was paid $2,480 for each of the first two Board meetings attended during fiscal year 2022 and $2,580 for each subsequent Board meeting attended in fiscal year 2022. Members of the Audit Committee were paid $350 to $550 for each Audit Committee meeting attended in fiscal year 2022 depending on the length of the meeting. Directors were not paid any additional compensation for their service on the Nominating Committee in fiscal year 2022. 34 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth certain information known to the Company with respect to the beneficial ownership of the Company’s common stock as of January 26, 2023, by each shareholder known by the Company to be the beneficial owner of more than 5% of the Company’s common stock, by each director and nominee for director, by each executive officer named in the Summary Compensation Table and by all executive officers and directors as a group. The information as to each person or entity has been furnished by such person or group. Amount and Nature of Shares Beneficially Owned Name and Address of Beneficial Owner (1) Sole Voting and Investment Power Shared Voting and Investment Power (2) Total Beneficially Owned (3) Percentage of Outstanding Shares Beneficially Owned (3) Bridgford Industries Incorporated 1707 Good-Latimer Expressway Dallas, TX 75226 7,156,396 — 7,156,396 78.8 % Allan L. Bridgford, Sr. 155,882 7,156,396 7,312,278 80.6 % Baron R.H. Bridgford 1,654 7,156,396 7,158,050 78.9 % William L. Bridgford 7,461 7,156,396 7,163,857 78.9 % Michael W. Bridgford — 7,156,396 7,156,396 78.8 % Baron R.H. Bridgford II — 7,156,396 7,156,396 78.8 % Raymond F. Lancy 242 — 242 * John V. Simmons 363 — 363 * Todd C. Andrews 200 — 200 * D. Gregory Scott 4,246 — 4,246 * Keith A. Ross — — — * Mary Schott — — — * All directors and executive officers as a group (11 persons) 7,326,444 7,156,396 7,326,444 80.7 % * Represents ownership of less than one percent (1%) of the outstanding shares. (1) Unless otherwise indicated, the address of such beneficial owner is the Company’s principal executive offices, which are located at 1707 South Good-Latimer Expressway, Dallas, Texas 75226. (2) Represents shares beneficially owned by Bridgford Industries Incorporated, a Delaware corporation (“BII”) as reported on Amendment No. 1 to Schedule 13D filed with the SEC on February 7, 2017. Other than ownership of these shares, BII does not presently have any significant business or assets. Allan L. Bridgford, Sr., William L. Bridgford, Baron R.H. Bridgford, Michael W. Bridgford and Baron R.H. Bridgford II presently own 18.47%, 7.77%, 9.34%, 0.58% and 0.60%, respectively, of the outstanding voting capital stock of BII. The remaining shares of BII capital stock are owned of record, or beneficially, by 32 additional members of the Bridgford family. The officers of BII jointly vote all of the Company’s shares held by BII. (3) Applicable percentage of ownership as of January 26, 2023, is based upon 9,076,832 shares of common stock outstanding. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and investment power with respect to shares shown as beneficially owned. Except as otherwise indicated, and subject to community property laws where applicable, to the knowledge of the Company the persons listed above have sole voting and investment power with respect to all shares shown as beneficially owned by them. Equity Compensation Plan Information Not applicable, as we do not have any compensation plans under which our equity securities are authorized for issuance. 35 Item 13. Certain Relationships and Related Party Transactions, and Director Independence Related Transactions The Company’s general legal counsel is the son of Allan L. Bridgford, Sr. For his legal counsel, he currently is paid a fee of $2,580 for each Board of Directors meeting attended. Total fees paid for attending Board of Directors meetings were $28,180 in fiscal year 2022 and $27,280 in fiscal year 2021. In addition, legal services are performed on behalf of the Company and billed by a firm in which he is a partner. Total fees billed for legal services under this arrangement for each of fiscal years 2022 and 2021 were approximately $87,000 and $170,500, respectively. Former director Allan L. Bridgford, Jr., son of Allan L. Bridgford, Sr., is providing consulting services to the Chicago plant and management. The contract on behalf of the Company with Allan L. Bridgford, Jr. is for consulting services at $1,200 per day. Total fees billed under this arrangement were approximately $100,800 in fiscal year 2022 and $191,000 in fiscal year 2021. Under an arrangement with Allan L. Bridgford, Jr., we accrued $100,800 in profit sharing for fiscal year 2022 and we did not accrue any profit sharing in fiscal year 2021 due to a net loss. Director Keith A. Ross provides real-estate consulting services to the Board and management. Fees of approximately $4,960 and $5,375 were paid for consulting services in fiscal years 2022 and 2021, respectively. In connection with the closing of the sale of the Green Street Property, the Company paid $300 to KR6, Inc., an entity controlled by Keith Ross (a member of the Company’s Board of Directors). Other than the relationships noted above, the Company is not aware of any related party transactions that would require disclosure as a related party transaction under SEC rules. Review, Approval or Ratification of Transactions With Related Persons The Company’s executive officers, directors, nominees for directors and principal shareholders, including their immediate family members and affiliates, are prohibited from entering into related party transactions with the Company that would be reportable under Item 404 of Regulation S-K without the prior approval of its Audit Committee (or other independent committee of the Board of Directors in cases where it is inappropriate for the Audit Committee to review such transaction due to a conflict of interest). Any request for the Company to enter into a transaction with an executive officer, director, or nominee for director, principal shareholder or any of such persons’ immediate family members or affiliates that would be reportable under Item 404 of Regulation S-K must first be presented to the Audit Committee for review, consideration and approval. In approving or rejecting the proposed agreement, the Audit Committee will consider the relevant facts and circumstances available and deemed relevant, including but not limited to, the risks, costs, and benefits to the Company, the terms of the transactions, the availability of other sources for comparable services or products, and, if applicable, the impact on director independence. The Audit Committee shall only approve those agreements that, in light of known circumstances, are in or are not inconsistent with the Company’s best interests, as determined in good faith by the Audit Committee (or other independent committee, as applicable). The requirement for the Audit Committee to review related-party transactions (defined as those transactions required to be disclosed under Item 404 of Regulation S-K) is set forth in the Amended and Restated Audit Committee Charter, which was approved on October 11, 2021. Director Independence The Company is considered a “controlled company” within the meaning of Rule 5615(c)(1) of the NASDAQ Listing Rules based on the approximate 80% beneficial ownership of its outstanding common stock by Bridgford Industries Incorporated and are therefore exempted from various NASDAQ Listing Rules pertaining to certain “independence” requirements of its directors. Nevertheless, the Board of Directors has determined that Messrs. Andrews and Scott, and Ms. Schott who together comprise the Audit Committee and the Compensation Committee, are all “independent directors” within the meaning of Rule 5605 of the NASDAQ Listing Rules. Additionally, based on its status as a “controlled company,” the Company is not required to have a Nominating Committee comprised solely of independent directors. Rather, the full Board fulfills the role of Nominating Committee and identifies and screens new candidates for Board membership. Nevertheless, actions of the Board, in its role as Nominating Committee, can be taken only with the affirmative vote of a majority of the independent directors on the Board, as defined by the NASDAQ Listing Rules. Item 14. Principal Accountant Fees and Services Audit Fees Fees charged by Baker Tilly for the audit of the Company’s annual financial statements and the review of the financial statements included in the Company’s quarterly reports on Form 10-Q for fiscal years 2022 and 2021 were approximately $212,000 and $221,000, respectively. Audit-Related Fees Audit-related fees typically consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.” These services may include consultations related to the Sarbanes-Oxley Act and consultations concerning financial accounting and reporting standards. There were no audit-related fees billed by Baker Tilly for fiscal year 2022 or fiscal year 2021. 36 Tax Fees Tax fees are comprised of services that include assistance related to state tax compliance services and consultations regarding federal and state research and development tax credits. No fees were billed by Baker Tilly for tax consulting during fiscal year 2022 or fiscal year 2021. All Other Fees All other fees are comprised of fees for initial planning for certification of internal controls over financial reporting. No such fees were billed by Baker Tilly for fiscal year 2022 or fiscal year 2021. POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT SERVICES AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT ACCOUNTANTS The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services performed by the independent registered public accountants. These services may include audit services, audit-related services, tax services and other services. During fiscal years 2022 and 2021, the Audit Committee approved all such services rendered by its independent registered public accountants. For audit services, the independent registered public accountants provide the Audit Committee with an audit plan including proposed fees in advance of the annual audit. The Audit Committee approves the plan and fees for the audit. For non-audit services, the Company’s senior management will submit from time to time to the Audit Committee for approval non-audit services that it recommends the Audit Committee engage the independent registered public accountants to provide during the fiscal year. The Company’s senior management and the independent registered public accountants will each confirm to the Audit Committee that each non-audit service is permissible under all applicable legal requirements. A budget, estimating non-audit service spending for the fiscal year, will be provided to the Audit Committee along with the request. The Audit Committee must approve both permissible non-audit services and the budget for such services. 37 PART IV Item 15. Exhibits and Financial Statement Schedules (a)(1) Financial Statements . The following documents are filed as a part of this Report: Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 23 ) 41 Consolidated Balance Sheets as of October 28, 2022, and October 29, 2021 43 Consolidated Statements of Operations for years ended October 28, 2022, and October 29, 2021 44 Consolidated Statements of Comprehensive Income for years ended October 28, 2022, and October 29, 2021 45 Consolidated Statements of Shareholders’ Equity for years ended October 28, 2022, and October 29, 2021 46 Consolidated Statements of Cash Flows for years ended October 28, 2022, and October 29, 2021 47 Notes to Consolidated Financial Statements 48 (2) Financial Statement Schedules Not applicable for a smaller reporting company. (3) Exhibits (a) The exhibits below are filed herewith or incorporated herein by reference . Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith 3.1 Restated Articles of Incorporation, as amended. 10-K 000-02396 3.4 01/18/19 3.2 Amended and Restated Bylaws. 10-K/A 000-02396 3.7 02/09/18 4.1 Description of Capital Stock of the Registrant 10-K 000-02396 4.1 01/15/21 10.1* Bridgford Foods Corporation Defined Benefit Pension Plan. 10-K 000-02396 10.1 01/18/19 10.2* Bridgford Foods Corporation Supplemental Executive Retirement Plan. 10-K 000-02396 10.2 01/18/19 10.3* Bridgford Foods Corporation Deferred Compensation Savings Plan. 10-K 000-02396 10.3 01/18/19 10.4* Consulting Agreement, dated August 12, 2019, between the Registrant and Allan L. Bridgford Sr. 8-K 000-02396 10.1 08/16/19 10.5 Purchase and Sale Agreement dated March 16, 2020 between Bridgford Foods Processing Corporation and CRG Acquisition, LLC. 8-K 000-02396 10.1 03/19/20 21.1 Subsidiaries of the Registrant. 10-K 000-02396 21.1 01/15/21 24.1 Power of Attorney (included as part of the signature page). X 31.1 Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.2 Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Principal Executive Officer). X 32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Principal Financial Officer). X 101.INS Inline XBRL Instance Document. X 101.SCH Inline XBRL Taxonomy Extension Schema Document. X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. X 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document contained in Exhibit 101). * Each of these Exhibits constitutes a management contract, compensatory plan or arrangement. Item 16. Form 10-K Summary Not applicable. 38 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BRIDGFORD FOODS CORPORATION By: /s/ MICHAEL W. BRIDGFORD Michael W. Bridgford Chairman of the Board Date: January 26, 2023 39 POWER OF ATTORNEY We, the undersigned directors and officers of Bridgford Foods Corporation, do hereby constitute and appoint Michael W. Bridgford and Raymond F. Lancy, or either of them, with full power of substitution and resubstitution, our true and lawful attorneys and agents, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or either of them, or their substitutes, may deem necessary or advisable to enable said corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this Annual Report on Form 10-K, including specifically, but without limitation, power and authority to sign for us or any of us in our names and in the capacities indicated below, any and all amendments; and we do hereby ratify and confirm all that the said attorneys and agents, or either of them, shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ MICHAEL W. BRIDGFORD. Chairman of the Board (Principal Executive Officer) January 26, 2023 Michael W. Bridgford /s/ CINDY MATTHEWS-MORALES Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) January 26, 2023 Cindy Matthews-Morales /s/ RAYMOND F. LANCY Vice President, Treasurer and Director January 26, 2023 Raymond F. Lancy /s/ BARON R. H. BRIDGFORD II President January 26, 2023 Baron R. H. Bridgford II /s/ ALLAN L. BRIDGFORD SR. Director January 26, 2023 Allan L. Bridgford Sr. /s/ WILLIAM L. BRIDGFORD Vice President and Director January 26, 2023 William L. Bridgford /s/ JOHN V. SIMMONS Vice President and Director January 26, 2023 John V. Simmons /s/ TODD C. ANDREWS Director January 26, 2023 Todd C. Andrews /s/ D. GREGORY SCOTT Director January 26, 2023 D. Gregory Scott /s/ KEITH A. ROSS Director January 26, 2023 Keith A. Ross /s/ MARY SCHOTT Director January 26, 2023 Mary Schott 40 Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Bridgford Foods Corporation Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Bridgford Foods Corporation and its subsidiaries (the “Company”) as of October 28, 2022, and October 29, 2021, the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of October 28, 2022, and October 29, 2021, and the results of its operations and its cash flows for each of the two years in the periods ended October 28, 2022 and October 29, 2021, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates. Net Revenue - Reserves for Promotional Allowances Critical Audit Matter Description As described in Note 1 to the consolidated financial statements, contracts with customers often include some form of variable consideration in the form of discounts, trade allowances, consumer incentives, coupons, volume-based incentives, cooperative advertising, product returns and other such programs. Promotional allowances are treated as a reduction in revenue when the related revenue is recognized and are recorded at the net estimated to be received, with updates to estimates and related accruals of promotional allowances occurring each period based on historical experience and changes in circumstances. We identified the estimation of reserves for promotional allowances by management as a critical audit matter because the inputs and assumptions utilized by management in estimating these reserves, including consistency of historical data and contract pricing, require significant judgment and create a high degree of estimation uncertainty. Consequently, auditing these assumptions requires subjective auditor judgment. 41 How We Addressed the Matter in Our Audit The primary procedures we performed to address this critical audit matter included: ● Obtaining an understanding of management’s processes and controls over calculating the reserves for promotional allowances, including understanding relevant significant inputs and assumptions. ● Performing substantive analytical procedures surrounding the reserves for promotional allowances by performing an independent calculation of the allowance by using historical data and assumptions. ● Evaluating the reasonableness of key inputs and assumptions relevant to the reserve for promotional allowances, including contractual pricing and rebate arrangements with customers and historical allowance data, which were compared to source documents, and performed sensitivity analysis over key inputs and significant assumptions. ● Testing the accuracy, completeness, validity of the underlying data used in schedules calculating the reserve for promotional allowances. ● We considered transactions submitted by customers subsequent to year end up to the date of our auditor’s opinion. We have served as the Company’s auditor since 2009. /s/ Baker Tilly US, LLP Irvine, California January 26, 2023 42 BRIDGFORD FOODS CORPORATION CONSOLIDATED BALANCE SHEETS October 28, 2022 and October 29, 2021 (in thousands, except share and per share amounts) 2022 2021 ASSETS Current assets: Cash and cash equivalents $ 16,333 $ - Restricted cash - 375 Accounts receivable, less allowance for doubtful accounts of $ 177 and $ 127 , respectively, and promotional allowances of $ 2,771 and $ 2,869 , respectively 34,541 24,384 Inventories, net 40,533 36,771 Refundable income taxes 1,201 6,156 Prepaid expenses and other current assets 321 2,571 Total current assets 92,929 70,257 Property, plant and equipment, net of accumulated depreciation and amortization of $ 70,968 and $ 64,527 , respectively 71,830 72,886 Other non-current assets 11,589 13,647 Total assets $ 176,348 $ 156,790 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ 13,658 $ 12,388 Accrued payroll, advertising and other expenses 7,853 6,890 Income taxes payable 224 98 Current notes payable – equipment (Note 5) 1,089 1,065 Other current liabilities 4,029 5,178 Total current liabilities 26,853 25,619 Long-term notes payable – equipment, bridge loan and revolving credit facility (Note 5) 3,824 36,004 Deferred income taxes, net 8,972 3,400 Other non-current liabilities 10,374 16,789 Total liabilities 50,023 81,812 Contingencies and commitments (Notes 3, 5 and 6) - - Shareholders’ equity: Preferred stock, without par value; Authorized - 1,000,000 shares; issued and outstanding – none - - Common stock, $ 1.00 par value; Authorized - 20,000,000 shares; issued and outstanding – 9,076,832 shares 9,134 9,134 Capital in excess of par value 8,298 8,298 Retained earnings 119,318 74,252 Accumulated other comprehensive loss ( 10,425 ) ( 16,706 ) Total shareholders’ equity 126,325 74,978 Total liabilities and shareholders’ equity $ 176,348 $ 156,790 See accompanying notes to consolidated financial statements. 43 BRIDGFORD FOODS CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS For the fiscal years ended October 28, 2022 and October 29, 2021 (in thousands, except share and per share amounts) October 28, 2022 October 29, 2021 (52 Weeks) (52 Weeks) Net sales $ 265,898 $ 240,430 Cost of products sold 193,837 189,046 Gross margin 72,061 51,384 Selling, general and administrative expenses 65,235 60,127 Gain on sale of property, plant and equipment ( 57,745 ) ( 504 ) Operating income (loss) 64,571 ( 8,239 ) Other (expense) income Interest expense ( 1,107 ) ( 1,214 ) Cash surrender value (loss) gain ( 2,057 ) 2,171 Total other (expense) income ( 3,164 ) 957 Income (loss) before taxes 61,407 ( 7,282 ) Provision for (benefit on) income taxes 16,341 ( 1,779 ) Net income (loss) $ 45,066 $ ( 5,503 ) Basic earnings (loss) per share $ 4.96 $ ( 0.61 ) Shares used to compute basic earnings (loss) per share 9,076,832 9,076,832 See accompanying notes to consolidated financial statements. 44 BRIDGFORD FOODS CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the fiscal years ended October 28, 2022 and October 29, 2021 (in thousands) October 28, 2022 October 29, 2021 (52 Weeks) (52 Weeks) Net income (loss) $ 45,066 $ ( 5,503 ) Other comprehensive income from defined benefit plans 6,910 11,992 Other postretirement benefit plans: Actuarial gain 1,151 352 Other comprehensive income from other postretirement benefit plans, net 1,151 352 Other comprehensive income, before taxes 8,061 12,344 Tax benefit on other comprehensive income ( 1,780 ) ( 3,109 ) Change in other comprehensive income, net of tax 6,281 9,235 Comprehensive income, net of tax $ 51,347 $ 3,732 See accompanying notes to consolidated financial statements. 45 BRIDGFORD FOODS CORPORATION CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY For the fiscal years ended October 28, 2022 and October 29, 2021 (in thousands) Shares Amount Capital in excess of par value Retained earnings Accumulated other comprehensive loss Total shareholders’ equity Balance, October 30, 2020 9,076 $ 9,134 $ 8,298 $ 79,755 $ ( 25,941 ) $ 71,246 Net loss - - - ( 5,503 ) - ( 5,503 ) Net change in defined benefit plans and other benefit plans, net of tax - - - - 9,235 9,235 Balance, October 29, 2021 9,076 $ 9,134 $ 8,298 $ 74,252 $ ( 16,706 ) $ 74,978 Net income - - - 45,066 - 45,066 Net income (loss) - — — 45,066 - 45,066 Net change in defined benefit plans and other benefit plans, net of tax - - - - 6,281 6,281 Balance, October 28, 2022 9,076 $ 9,134 $ 8,298 $ 119,318 $ ( 10,425 ) $ 126,325 See accompanying notes to consolidated financial statements. 46 BRIDGFORD FOODS CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS For the fiscal years ended October 28, 2022 and October 29, 2021 (in thousands) October 28, 2022 October 29, 2021 (52 Weeks) (52 Weeks) Cash flows from operating activities: Net income (loss) $ 45,066 $ ( 5,503 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization 6,682 6,669 Provision for losses on accounts receivable 57 125 (Reduction in) provision for promotional allowances ( 98 ) 319 Gain on sale of property, plant and equipment ( 57,745 ) ( 504 ) Deferred income taxes, net 5,070 1,063 Changes in operating assets and liabilities: Accounts receivable, net ( 10,116 ) ( 1,010 ) Inventories, net ( 3,762 ) ( 7,475 ) Prepaid expenses and other current assets 2,250 ( 1,879 ) Refundable income taxes 4,955 3,361 Other non-current assets ( 11 ) ( 3,554 ) Accounts payable 1,270 1,886 Accrued payroll, advertising and other expenses 963 909 Income taxes payable 126 4 Current portion of non-current liabilities ( 1,880 ) 722 Non-current liabilities ( 657 ) ( 1,125 ) Net cash used in operating activities ( 7,830 ) ( 5,992 ) Cash flows from investing activities: Proceeds from sale of property, plant and equipment 60,115 520 Changes in escrow balance - ( 750 ) Additions to property, plant and equipment ( 3,770 ) ( 6,239 ) Net cash provided by (used in) investing activities 56,345 ( 6,469 ) Cash flows from financing activities: Payment of capital lease obligations ( 400 ) ( 538 ) Proceeds from bank borrowings 6,000 12,000 Repayments of bank borrowings ( 38,157 ) ( 4,053 ) Net cash (used in) provided by financing activities ( 32,557 ) 7,409 Net increase (decrease) in cash and cash equivalents and restricted cash 15,958 ( 5,052 ) Cash and cash equivalents and restricted cash at beginning of year 375 5,427 Cash and cash equivalents and restricted cash at end of year $ 16,333 $ 375 Supplemental disclosure of cash flow information: Cash paid for income taxes $ 13,345 $ 148 Cash paid for interest $ 1,107 $ 1,214 Non-cash information: Repayment of equipment loans with bridge loan (see Note 5) $ - $ 10,328 See accompanying notes to consolidated financial statements. 47 BRIDGFORD FOODS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands except share and per share amounts, time periods, ratios and percentages) NOTE 1 - The Company and Summary of Significant Accounting Policies : Bridgford Foods Corporation was organized in 1952. We originally began operations in 1932 as a retail meat market in San Diego, California and evolved into a meat wholesaler for hotels and restaurants, a distributor of frozen food products, a processor and packer of meat, and a manufacturer and distributor of frozen food products for sale on a retail and wholesale basis. We, including our subsidiaries, are primarily engaged in the manufacturing, marketing, and distribution of an extensive line of frozen, refrigerated, and snack food products throughout the United States. The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All inter-company transactions and balances have been eliminated. Use of estimates and assumptions The preparation of financial statements in conformity with generally accepted accounting principles requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues and expenses during the respective reporting periods. Actual results could differ from those estimates. Amounts estimated related to liabilities for pension benefits, self-insured workers’ compensation and employee healthcare benefits are subject to inherent uncertainties and these estimated liabilities may ultimately settle at amounts which may vary from current estimates. Other areas with underlying estimates include realization of deferred tax assets, cash surrender or contract value of life insurance policies, promotional allowances and the allowance for doubtful accounts and inventory reserves. Management believes its current estimates are reasonable and based on the best information available at the time. We test long-lived assets for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If an impairment is indicated, we measure the fair value of assets to determine if and when adjustments are recorded. Subsequent events Management has evaluated events subsequent to October 28, 2022, 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. Based on management’s review, no material subsequent events were identified that require adjustment to the consolidated financial statements or additional disclosure. Accounts Receivable Accounts receivables are recorded at net realizable value. The value is presented net of allowance for doubtful accounts and promotional incentives. Our accounts receivable consists mainly of trade receivables from customer sales. We evaluate the collectability of our accounts receivable based on several factors. The provision for doubtful accounts receivable is based on historical trends and current collectability risk. Our provision for doubtful accounts was $ 177 and $ 127 as of October 28, 2022, and October 29, 2021, respectively. Concentrations of credit risk Our credit risk is diversified across a broad range of customers and geographic regions. Losses due to credit risk have recently been immaterial. The carrying amount of cash equivalents, accounts and other receivables, accounts payable and accrued liabilities approximate fair market value due to the short maturity of these instruments. We maintain cash balances at financial institutions, which may at times exceed the amounts insured by the Federal Deposit Insurance Corporation. Management does not believe there is significant credit risk associated with these financial institutions. Sales to Wal-Mart® comprised 29.8 % of revenues in fiscal year 2022 and 26.1 % of total accounts receivable was due from Wal-Mart® as of October 28, 2022. Sales to Wal-Mart® comprised 35.7 % of revenues in fiscal year 2021 and 5.5 % of total accounts receivable was due from Wal-Mart® as of October 29, 2021. The increase in accounts receivable from Wal-Mart® as of October 28, 2022 versus October 29, 2021 is attributable to the Company no longer accelerating payments from Wal-Mart®. Sales to Dollar General® comprised 16.9 % of revenues in fiscal year 2022 and 19.9 % of total accounts receivable was due from Dollar General® as of October 28, 2022. Sales to Dollar General® comprised 14.5 % of revenues in fiscal year 2021 and 35.9 % of total accounts receivable was due from Dollar General® as of October 29, 2021. 48 COVID-19 pandemic We have considered the impact of federal, state, and local government actions related to the global novel coronavirus pandemic (“COVID-19” or “pandemic”) on our consolidated financial statements. 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 and to a lesser extent for the fiscal year ended October 28, 2022. We expect these events to have future business impact, the extent of which is uncertain and largely subject to whether the severity worsens. These impacts could include but may not be limited to risks and uncertainty related to shifts in demand between sales channels, market volatility, constraints in our supply chain, our ability to operate production facilities and worker availability. These unknowns may subject the Company to future risks related to long-lived asset impairments, increased reserves for uncollectible accounts, price and availability of ingredients and raw materials used in our products and adjustments to reflect the market value of our inventory. Business segments The Company and its subsidiaries operate in two business segments - the processing and distribution of frozen foods products, and the processing and distribution of snack food products. See Note 7 for further information. Fiscal year We maintain our accounting records on a 52-53-week fiscal basis ending on the Friday closest to October 31. As part of the regular accounting cycle, fiscal years 2022 and 2021 included 52 weeks. Revenues The Company recognizes revenue for the sale of the product at the point in time when our performance obligation has been satisfied and control of the product has transferred to our customer, which generally occurs upon shipment, pickup or delivery to a customer based on terms of the sale. Contracts with customers are typically short-term in nature with completion of a single performance obligation. Product is sold to foodservice, retail, institutional and other distribution channels. Products are delivered to customers primarily through our own long-haul fleet, common carrier or through a Company owned direct store delivery system. These delivery costs, $ 6,661 and $ 5,299 for fiscal years 2022 and 2021, respectively, are included in selling, general and administrative expenses in the accompanying consolidated financial statements. Shipping and handling that occurs after the customer has obtained control of the product is recorded as a fulfillment cost rather than an additional assured service. Costs paid to third party brokers to obtain contracts are recognized as part of selling expenses. Other sundry items in context of the contract are also recognized as selling expense. Any taxes collected on behalf of the government are excluded from net revenue. We record revenue at the transaction price which is measured as the amount of consideration we anticipate to receive in exchange for providing product to our customers. Revenue is recognized as the net amount estimated to be received after deducting estimated or known amounts including variable consideration for discounts, trade allowances, consumer incentives, coupons, volume-based incentives, cooperative advertising, product returns and other such programs. Promotional allowances, including customer incentive and trade promotion activities, are recorded as a reduction to sales based on amounts estimated being due to customers, based primarily on historical utilization and redemption rates. Estimates are reviewed regularly until incentives or product returns are realized and the result of any such adjustments are known. Promotional allowances deducted from sales for fiscal years 2022 and 2021 were $ 15,762 and $ 12,787 , respectively. Advertising expenses Advertising and other promotional expenses are recorded as selling, general and administrative expenses. Advertising expenses for fiscal years 2022 and 2021 were $ 2,603 and $ 2,340 , respectively. Cash and cash equivalents We consider all investments with original maturities of three months or less to be cash equivalents. Cash equivalents include money market funds and treasury bills. Cash equivalents totaled $ 16,333 as of October 28, 2022. As of October 29, 2021, the Company had a book overdraft of $ 469 . The book overdraft was recorded as a liability in accounts payable on the Consolidated Balance Sheet. All cash and cash equivalents balance as of October 28, 2022, were held at Wells Fargo Bank N.A. Restricted cash The Company has no restricted cash as of October 28, 2022 and had $ 375 of restricted cash as of October 29, 2021. 49 Fair value measurements We classify levels of inputs to measure the fair value of financial assets as follows: ● Level 1 inputs: Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that are accessible at the measurement date. ● Level 2 inputs: Level 2 inputs are from other than quoted market prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. ● Level 3 inputs: Level 3 inputs are unobservable and should be used to measure fair value to the extent that observable inputs are not available. The hierarchy noted above requires us to minimize the use of unobservable inputs and to use observable market data, if available, when determining fair value. The Company does not have any assets or liabilities measured at fair value on a recurring or non-recurring basis for the fiscal years ended October 28, 2022, and October 29, 2021, except for pension plan investments. Inventories Inventories are valued at the lower of cost (which approximates actual cost on a first-in, first-out basis) or net realizable value. Inventories include the cost of raw materials, labor, and manufacturing overhead. We regularly review inventory quantities on hand and write down any excess or obsolete inventories to net realizable value. An inventory reserve is created when potentially slow-moving or obsolete inventories are identified in order to reflect the appropriate inventory value. Changes in economic conditions, production requirements, and lower than expected customer demand could result in additional obsolete or slow-moving inventory that cannot be sold or must be sold at reduced prices and could result in additional reserve provisions. The Company recorded a net realizable value reserve of $ 131 and $ 2,353 at October 28, 2022 and October 29, 2021, respectively, after determining that the market value on some meat products was less than the costs associated with completion and sale of the product. Property, plant, and equipment Property, plant, and equipment are carried at cost less accumulated depreciation. Major renewals and improvements are charged to the asset accounts while the cost of maintenance and repairs is charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the respective accounts and the resulting gain or loss is credited or charged to income. Depreciation is computed on a straight-line basis over 10 to 20 years for buildings and improvements, 5 to 10 years for machinery and equipment, and 3 to 5 years for transportation equipment. We built a processing plant from the ground up and as such have attributed long useful lives accordingly to these types of assets employed at the new facility in Chicago. The Company incurred interest costs of $ 1,107 for fiscal year 2022, all of which was recorded as interest expense in relation to the construction of the new facility in Chicago. Leases Leases are recognized in accordance with Accounting Standards Update (“ASU”) 2016-02 Leases (“ASC 842”) which requires a lessee to recognize assets and liabilities with lease terms of more than 12 months. We lease or rent property for such operations as storing inventory and equipment. We analyze our agreements to evaluate whether or not a lease exists by determining what assets exist for which we control usage for a period of time in exchange for consideration. In the event a lease exists, we classify it as a finance or operating lease and record a right-of-use (“ROU”) asset and the corresponding lease liability at the inception of the lease. In the case of month-to-month lease or rental agreements with terms of 12 months or less, we made an accounting policy election to not recognize lease assets and liabilities and record them on a straight-line basis over the lease term. The storage units rented on a month-to-month basis for use by our Snack Food Product segment direct store delivery route system are not costly to relocate and contain no significant leasehold improvements or degree of integration over leased assets. Orders can be fulfilled by another route storage unit interchangeably. No specialized assets exist in the rental storage units. Market price is paid for storage units. No guarantee of debt is made. Finance lease assets are recorded within property, plant and equipment, net of accumulated depreciation and amortization. The Company’s leases of long-haul trucks used in its Frozen Food Products segment qualify as finance leases. Finance lease liabilities are recorded under other liabilities. The consolidated balance sheets reflect both the current and long-term obligation. The classification as a finance or operating lease determines whether the recognition, measurement and presentation of expenses and cash flows are considered operating or financing. 50 Life insurance policies We record the cash surrender value or contract value for life insurance policies as an adjustment of premiums paid in determining the expense or income to be recognized under the contract for the period. The cash surrender value is included in other non-current assets in the accompanying Consolidated Balance Sheets. Expected proceeds from life insurance are recorded under prepaid expenses and other current assets (refer to Note 2 – Composition of Certain Financial Statement Captions). Income taxes Deferred taxes are provided for items whose financial and tax bases differ. A valuation allowance is provided against deferred tax assets when it is expected that it is more likely than not that the related asset will not be fully realized. The determination as to whether or not a deferred tax asset can be fully realized is subject to a significant degree of judgment, based at least partially upon a projection of future taxable income, which takes into consideration past and future trends in profitability, customer demand, supply costs, and multiple other factors, which are inherently difficult to predict. We provide tax accruals for federal, state, and local exposures relating to audit results, tax planning initiatives and compliance responsibilities. The development of these accruals requires judgments about tax issues, potential outcomes, and timing. (See Note 4 for further information). Although the outcome of these tax audits is uncertain, in management’s opinion adequate provisions for income taxes have been made for potential liabilities emanating from these reviews. If actual outcomes differ materially from these estimates, they could have a material impact on our results of operations. Stock-based compensation We measure and recognize compensation expense for all share-based payments to employees, including grants of employee stock options, in the financial statements based on the fair value at the date of the grant. We have not issued, awarded, granted, or entered into any stock-based payment agreements since April 29, 1999, and no such expense was recognized in fiscal years 2022 and 2021. Comprehensive income or loss Comprehensive income or loss consists of net income and additional minimum pension liability adjustments. Recently issued accounting pronouncements and regulations In February 2016, the FASB issued ASU 2016-02, “Leases”, which requires a lessee to recognize assets and liabilities with lease terms of more than twelve months. Both capital and operating leases are to be recognized on the balance sheet. The guidance is effective for annual reporting periods beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019, which was our first quarter of fiscal year 2020. We have analyzed all lease transactions during fiscal years 2020 and 2021 and the first and second quarters of fiscal year 2022. The Company elected not to reassess expired contracts or adjust comparative periods. The Company determined that no change to current accounting treatment is warranted for most transactions due to the underlying nature of our leases. In the case of month-to-month lease or rental agreements with terms of twelve months or less, the Company made an accounting policy election to not recognize lease assets and liabilities. The Company performed a detailed analysis and determined that there were two significant -term leases which are the leases with Hogshed Ventures, LLC and Racine Partners 4333 LLC. The accounting treatment of this lease for warehouse storage included establishing a right-of-use asset and the corresponding liability was recorded for the Company’s lease with Hogshed Ventures, LLC for property located at 40th Street in Chicago during the fourth quarter of fiscal 2020 and with Racine Partners 4333 LLC during the fourth quarter of fiscal year 2022. The application of this pronouncement resulted in additional disclosures detailing our lease arrangements. The Company adopted this guidance during the first quarter of fiscal year 2020 and it did not have a material impact on our consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (ASC 326), which provides guidance on measurement of credit losses on financial instruments. This ASU adds a current expected credit loss impairment model to GAAP that is based on expected losses rather than incurred losses whereby a broader range of reasonable and supportable information is required to be utilized in order to derive credit loss estimates. The effective date of the new guidance as amended by ASU No. 2019-10 is fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the impact of adopting this standard, but does not expect the adoption to have a material impact on its Consolidated Financial Statements. 51 NOTE 2 - Composition of Certain Financial Statement Captions : Schedule of Composition of Certain Financial Statement 2022 2021 Inventories, net: Meat, ingredients, and supplies $ 10,242 $ 7,278 Work in process 2,432 2,911 Finished goods 27,859 26,582 Inventories, net $ 40,533 $ 36,771 Prepaid expenses and other current assets Receivable on life insurance $ - $ 2,205 Prepaid insurance 79 97 Prepaid other 242 269 Prepaid expense current $ 321 $ 2,571 Property, plant and equipment, net: Land $ 3,799 $ 3,908 Buildings and improvements 26,134 26,134 Machinery and equipment 97,710 96,352 Asset impairment ( 46 ) ( 46 ) Capital leased trucks 553 513 Transportation equipment 9,940 9,368 Right of use assets 4,456 615 Construction in process 252 569 Property, plant and equipment, gross 142,798 137,413 Accumulated depreciation and amortization ( 70,968 ) ( 64,527 ) Property, plant and equipment, net $ 71,830 $ 72,886 Other non-current assets: Cash surrender value benefits $ 11,584 $ 13,641 Other 5 6 Other non-current assets $ 11,589 $ 13,647 Accrued payroll, advertising, and other expenses: Payroll, vacation, payroll taxes and employee benefits $ 5,412 $ 4,877 Accrued advertising and broker commissions 1,305 1,258 Property taxes 501 576 Other 635 179 Accrued payroll, advertising, and other expenses $ 7,853 $ 6,890 Current portion of non-current liabilities (Notes 3 and 6): Executive retirement plans $ 133 $ 133 Incentive compensation 1,746 2,027 Capital lease obligation 202 158 Customer deposits and escrow 26 1,676 Right-of-use leases 1,054 367 Deferred payroll taxes current 766 756 Postretirement healthcare benefits 102 61 Other current portion of non-current liabilities $ 4,029 $ 5,178 Other non-current liabilities (Note 3): Defined benefit retirement plan $ ( 551 ) $ 7,587 Executive retirement plans 4,852 6,259 Incentive compensation 1,913 1,124 Capital lease obligation 135 212 Right-of-use leases 3,420 248 Deferred payroll taxes non-current - 756 Postretirement healthcare benefits 605 603 Other non-current liabilities $ 10,374 $ 16,789 52 NOTE 3 - Retirement and Other Benefit Plans : Noncontributory-Trusteed Defined Benefit Retirement Plans for Sales, Administrative, Supervisory and Certain Other Employees We have noncontributory-trusteed defined benefit retirement plans for sales, administrative, supervisory, and certain other employees. In the third quarter of fiscal year 2006, we froze future benefit accruals under these plans for employees classified within the administrative, sales or supervisory job classifications or within any non-bargaining class. The benefits under these plans are primarily based on years of service and compensation levels. The funding policy of the plans requires contributions which are at least equal to the minimum required contributions needed to avoid a funding deficiency. The measurement date for the plans is our fiscal year end. Net pension (income) cost consisted of the following: Schedule of Net Pension Cost October 28, 2022 October 29, 2021 (52 Weeks) (52 Weeks) Service cost $ 127 $ 134 Interest cost 1,772 1,742 Expected return on plan assets ( 4,336 ) ( 3,697 ) Amortization of unrecognized loss 1,210 2,722 Net pension (income) cost $ ( 1,227 ) $ 901 Net pension costs and benefit obligations are determined using assumptions as of the beginning of each fiscal year. Weighted average assumptions for each fiscal year are as follows: Schedule of Assumptions Used 2022 2021 Discount rate 2.58 % 2.45 % Rate of increase in salary levels N/A N/A Expected return on plan assets 7.00 % 7.00 % The benefit obligation, plan assets, and funded status of these plans as of the fiscal years ended are as follows: Schedule of Changes in Projected Benefit Obligations October 28, 2022 October 29, 2021 (52 Weeks) (52 Weeks) Change in plan assets: Fair value of plans’ assets - beginning of year $ 63,295 $ 54,116 Actual return on plans’ assets ( 10,476 ) 11,285 Benefits paid ( 2,170 ) ( 2,106 ) Fair value of plans’ assets - end of year $ 50,649 $ 63,295 Change in benefit obligations: Benefit obligations - beginning of year $ 70,882 $ 72,794 Service cost 127 134 Interest cost 1,772 1,742 Actuarial loss (gain) ( 20,513 ) ( 1,681 ) Benefits paid ( 2,169 ) ( 2,107 ) Benefit obligations - end of year 50,099 70,882 Funded status of the plans 550 ( 7,587 ) Unrecognized net actuarial loss 8,471 15,381 Net amount recognized $ 9,021 $ 7,794 We perform an internal rate of return analysis when making the discount rate selection. The discount rates were based on FTSE Pension Discount Curve (formerly Citibank) as of October 28, 2022, and October 29, 2021, respectively. The plans’ assets are primarily invested in marketable equity securities, corporate and government debt securities and are administered by an investment management company. The plans’ long-term return on assets is based on the weighted average of the plans’ investment allocation as of the measurement date and the published historical returns for those types of asset categories, taking into consideration inflation rate forecasts. No expected employer contribution to the plans in fiscal year 2023 is planned. For fiscal year 2022, our actuary used mortality tables from the Pri-2012 Total Dataset Mortality Table with MP-2021 Scaling. The expected rate of return on the plans’ assets remained the same at 7.00 % effective for fiscal years 2022 and 2021, respectively. 53 The actual and target allocation for plans’ assets are as follows: Schedule of Allocation of Plan Assets Asset Class 2022 Target Asset Allocation 2021 Target Asset Allocation Large Cap Equities 22.6 % 23.0 % 23.2 % 23.0 % Mid Cap Equities 0.0 % 0.0 % 0.0 % 0.0 % Small Cap Equities 9.7 % 9.0 % 9.1 % 9.0 % International (equities only) 25.9 % 25.0 % 24.3 % 25.0 % Fixed Income 35.9 % 37.0 % 37.4 % 37.0 % Cash and other 5.9 % 6.0 % 6.0 % 6.0 % Total 100.0 % 100.0 % 100.0 % 100.0 % The fair value of our pension plans’ assets as of October 28, 2022, and the level under which fair values were determined, using the hierarchy described in Note 1, is as follows: Schedule of Fair Value of Pension Plan Assets 2022 Level 1 Level 2 Level 3 Total Total plan assets $ 50,649 - - $ 50,649 The fair value of our pension plan assets as of October 29, 2021, and the level under which fair values were determined, using the hierarchy described in Note 1, is as follows: 2021 Level 1 Level 2 Level 3 Total Total plan assets $ 63,295 - - $ 63,295 Expected payments for pension benefits are as follows: Schedule of Expected Payments for Pension Benefits Fiscal Years Pension Benefits 2022 $ 2,924 2023 $ 3,087 2024 $ 3,233 2025 $ 3,343 2026 $ 3,440 2027-2031 $ 17,759 Executive Retirement Plans Non-Qualified Deferred Compensation Effective January 1, 1991, we adopted a deferred compensation savings plan for certain key employees. Under this arrangement, selected employees contribute a portion of their annual compensation to the plan. We contribute an amount to each participant’s account by computing an investment return equal to Moody’s Average Seasoned Bond Rate plus 2 % . Employees receive vested amounts upon death, termination, or attainment of retirement age. No benefit expense was recorded under this plan for fiscal years 2022 and 2021. Supplemental Executive Retirement Plan Retirement benefits otherwise available to certain key executives under the Primary Benefit Plan have been limited by the effects of the Tax Equity and Fiscal Responsibility Act of 1982 (“TEFRA”) and the Tax Reform Act of 1986 (“TRA”). To offset the loss of retirement benefits associated with TEFRA and TRA, the Company has adopted a non-qualified “makeup” benefit plan (the “Supplemental Executive Retirement Plan”). Benefits will be provided under the Supplemental Executive Retirement Plan in an amount equal to 60 % of each participant’s final average earnings minus any pension benefits and primary insurance amounts available to them under Social Security. However, in all cases the benefits are capped at $ 120,000 per year for Allan L. Bridgford. Benefits provided under this plan for William L. Bridgford, and Raymond F. Lancy are calculated at 50 % of final average earnings, capped at $ 200,000 per year, without offsets for other pension or Social Security benefits. Benefits payable related to these plans and included in the accompanying consolidated financial statements were $ 4,985 and $ 6,392 as of October 28, 2022, and October 29, 2021, respectively. In connection with these arrangements, we are the beneficiary of life insurance policies on the lives of certain key employees and retirees. The aggregate cash surrender value of these policies, included in non-current assets, was $ 11,584 and $ 13,641 as of October 28, 2022, and October 29, 2021, respectively. 54 Expected payments for executive postretirement benefits are as follows: Schedule of Expected Payments for Pension Benefits Fiscal Years Executive Postretirement Benefits 2023 $ 533 2024 $ 533 2025 $ 533 2026 $ 533 2027 $ 533 2028-2032 $ 2,621 Incentive Compensation Plan for Certain Key Executives We provide an incentive compensation plan for certain key executives, which is based upon our pretax income. The payment of these amounts is generally deferred over three or five -year periods. The total amount payable related to this arrangement was $ 3,659 and $ 3,151 as of October 28, 2022, and October 29, 2021, respectively. Future payments are approximately $ 1,746 , $ 943 , $ 892 , $ 55 , and $ 23 for fiscal years 2023 through 2027, respectively. Postretirement Healthcare Benefits for Selected Executive Employees We provide postretirement health care benefits for selected executive employees. Net periodic postretirement healthcare (benefit) cost is determined using assumptions as of the beginning of each fiscal year, except for the total actual benefit payments and the discount rate used to develop the net periodic postretirement benefit expense, which is determined at the end of the fiscal year. Net periodic postretirement healthcare cost (benefit) consisted of the following: Schedule Net Periodic Post-retirement Healthcare (benefit) Cost October 28, 2022 October 29, 2021 (52 Weeks) (52 Weeks) Interest cost $ 13 $ 13 Amortization of actuarial gain ( 10 ) ( 1 ) Net periodic postretirement healthcare cost $ 3 $ 12 Weighted average assumptions for the fiscal years ended October 28, 2022, and October 29, 2021, are as follows: Schedule of Health Care Cost Trend Rates 2022 2021 Discount rate 5.44 % 2.57 % Medical trend rate next year 6.5 % 8.00 % Ultimate trend rate 5.00 % 5.00 % Year ultimate trend rate is achieved 2026 2026 The table below shows the estimated effect of a 1% increase in healthcare cost trend rate on the following: Schedule of Effect of One-Percentage-Point Change in Assumed Health Care Cost Trend Rates 2022 2021 Interest cost plus service cost $ 2 $ 2 Accumulated postretirement healthcare obligation $ 65 $ 67 The table below shows the estimated effect of a 1% decrease in healthcare cost trend rate on the following: Schedule of Effect of One-Percentage-Point Change in Assumed Health Care Cost Trend Rates 2022 2021 Interest cost plus service cost $ ( 1 ) $ ( 1 ) Accumulated postretirement healthcare obligation $ ( 55 ) $ ( 56 ) 55 The healthcare obligation and funded status of this plan as of the fiscal years ended are as follows: Schedule of Net Funded Status 2022 2021 Change in accumulated postretirement healthcare obligation: Healthcare obligation - beginning of year $ 530 $ 588 Interest cost 13 13 Actuarial gain ( 105 ) ( 54 ) Benefits paid ( 12 ) ( 17 ) Healthcare obligation – end of year $ 426 $ 530 Funded status of the plans 426 530 Unrecognized net actuarial gain ( 215 ) ( 119 ) Unrecognized amounts recorded in other comprehensive income 215 119 Postretirement healthcare liability $ 426 $ 530 Expected payments for the postretirement benefits are as follows: Schedule of Expected Payments for Pension Benefits Fiscal Years Postretirement Healthcare Benefits 2023 $ 25 2024 $ 25 2025 $ 26 2026 $ 25 2027-2031 $ 124 401(K) Plan for Sales, Administrative, Supervisory and Certain Other Employees During the fiscal year ended November 3, 2006, we implemented a qualified 401(K) retirement plan (the “401K Plan”) for our sales, administrative, supervisory, and certain other employees. During fiscal years 2022 and 2021, we made total employer contributions to the 401K Plan in the amounts of $ 893 and $ 801 , respectively. NOTE 4 - Income Taxes : The provision for (benefit on) income taxes includes the following: Schedule of Provision (Benefit) for Taxes on Income October 28, 2022 October 29, 2021 (52 Weeks) (52 Weeks) Current: Federal $ 10,574 $ 160 State 2,264 107 Federal and State Tax Expense Benefit 12,838 267 Deferred: Federal 2,609 ( 2,102 ) State 894 56 Deferred Federal and State Tax Expense Benefit 3,503 ( 2,046 ) Provision (benefit) for income taxes $ 16,341 $ ( 1,779 ) 56 The total tax benefit differs from the expected amount computed by applying the statutory federal income tax rate to income before income taxes as follows: Schedule of Tax Provision Differs from Statutory Federal Income Tax Rate October 28, 2022 October 29, 2021 (52 Weeks) (52 Weeks) Provision for (benefit on) federal income taxes at the applicable statutory rate $ 12,895 $ ( 1,529 ) Increase in provision resulting from state income taxes, net of federal income tax benefit 2,458 143 Non-taxable life insurance loss (gain) 427 ( 556 ) Other, net 561 163 Provision for (benefit on) income taxes $ 16,341 $ ( 1,779 ) Deferred income taxes result from differences in the basis of assets and liabilities for tax and accounting purposes. Schedule of Deferred Income Taxes Results from Differences in Bases of Assets and Liabilities 2022 2021 Receivables allowance $ 48 $ 33 Returns allowance 142 94 Inventory packaging reserve 145 808 Inventory overhead capitalization 628 570 Employee benefits 848 708 Deferred payroll tax - 397 Other 143 221 State taxes payable (receivable) 275 ( 34 ) Incentive compensation 733 819 Pension and health care benefits 1,318 3,794 Depreciation ( 13,440 ) ( 13,776 ) Net operating loss carry-forward and credits 287 3,029 Valuation allowance established against state NOL ( 99 ) ( 63 ) Deferred income taxes, net $ ( 8,972 ) $ ( 3,400 ) Management is required to evaluate whether a valuation allowance should be established against its deferred tax assets based on the consideration of all available evidence using a “more likely than not” standard. Realization of deferred tax assets is dependent upon taxable income in prior carryback years, estimates of future taxable income, tax planning strategies, and reversals of existing taxable temporary differences. Management is required to evaluate whether a valuation allowance should be established against its deferred tax assets based on the consideration of all available evidence using a “more likely than not” standard. Realization of deferred tax assets is dependent upon taxable income in prior carryback years, estimates of future taxable income, tax planning strategies, and reversals of existing taxable temporary differences. As of October 28, 2022, the Company did not have any valuation allowance against its federal net deferred tax assets. Management reevaluated the need for a valuation allowance at the end of 2021 and determined that some of its California NOL may not be utilized. Therefore, a valuation allowance of $ 63 has been retained for such portion of the California NOL. As of October 28, 2022, the Company had net operating loss carryforwards of approximately $ 10,336 for federal and $ 8,109 for state purposes. The federal loss will be carried forward indefinitely until it can be utilized against future taxable income. The state loss carryforwards will expire at various dates from 2021 through 2040 . In July 2006, the FASB issued guidance to clarify the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. This interpretation prescribed a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The guidance also discussed derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The cumulative effect, if any, of applying this guidance is to be reported as an adjustment to the opening balance of retained earnings in the year of adoption. The provisions of this guidance have been incorporated into ASC 740-10. As of October 28, 2022, we have provided a liability of $ 289 to unrecognized tax benefits related to various federal and state income tax matters. $ 76 of this liability will reduce our effective income tax rate if the asset is recognized in future reporting periods. We have not identified any new unrecognized tax benefits. As of October 29, 2021, we have provided a liability of $ 169 to unrecognized tax benefits related to various federal and state income tax matters. None of this liability will reduce our effective income tax rate if the asset is recognized in future reporting periods. We have not identified any new unrecognized tax benefits. 57 A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows: Schedule of Reconciliation of Unrecognized Tax Benefits October 28, 2022 October 29, 2021 (52 Weeks) (52 Weeks) Balance at beginning of year $ 173 $ 169 Additions based on tax positions related to the current year 126 - Additions for tax positions of prior years - 4 Balance at end of year $ 299 $ 173 We recognize any future accrued interest and penalties related to unrecognized tax benefits in income tax expense. As of October 28, 2022, we had approximately $ 25 in accrued interest and penalties which is included as a component of the $ 299 unrecognized tax benefit noted above. Our federal income tax returns are open to audit under the statute of limitations for the years ended October 31, 2019 through 2021. We are subject to income tax in California and various other state taxing jurisdictions. Our state income tax returns are open to audit under the statute of limitations for the years ended October 31, 2018 through 2021. We do not anticipate a significant change to the total amount of unrecognized tax benefits within the next 12 months. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before January 1, 2021. In addition , the CARES Act allows NOLs incurred in taxable years beginning after December 31, 2017 and before January 1, 2021 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The Company has filed a federal income tax return for tax year 2018 (fiscal year 2019) and has carried back a taxable loss of $ 9,919 to tax years 2014 (fiscal year 2015) and 2015 (fiscal year 2016). Furthermore, the Company also carried back $ 21,687 of net operating loss from 2019 (fiscal year 2020) against any remaining taxable income of tax year 2015 (fiscal year 2016) and taxable income of tax years 2016 (fiscal year 2017) and 2017 (fiscal year 2018). The carryback of net operating losses will also release $ 358 of research & development credits, which will become available for utilization in future years. On December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (the “Tax Act”). Among other significant changes, the Tax Act reduced the corporate federal income tax rate from 35% to 21%. The carryback of NOLs from tax years 2018 and 2019 under the CARES Act to pre-Tax Act years has generated an income tax benefit of $ 3,091 due to the difference in income tax rates. The release of research and development credits has generated an income tax benefit of $ 358 . These income tax benefits have been recorded in the income tax provision for current fiscal year 2020 . The effective tax rate was 26.6 % and 24.4 % for fiscal years 2022 and 2021, respectively. The effective tax rate for fiscal year 2021 was impacted by the rate differential on NOL carryback available under the CARES Act discussed in the paragraphs above. In addition, the effective tax rates for fiscal years 2022 and 2021 were impacted by such items as non-deductible meals and entertainment, non-taxable gains and losses on life insurance policies and state income taxes. 58 NOTE 5 - Line of Credit and Borrowing Agreements : The following table reflects major components of our revolving credit facility and borrowing agreements as of October 28, 2022, and October 29, 2021. Schedule of Line of Credit and Borrowing agreements October 28, 2022 October 29, 2021 Revolving credit facility $ - $ 12,000 Equipment notes: 3.70 % note due 12/21/26 , out of lockout 12/23/21 - 2,901 3.29 % note due 03/05/27 , out of lockout 03/06/22 - 5,951 3.68 % note due 04/16/27 , out of lockout 04/17/22 4,913 5,888 SOFR plus 2.00 % bridge loan due 03/01/23 - 10,329 Total debt 4,913 37,069 Less current debt ( 1,089 ) ( 1,065 ) Total long-term debt $ 3,824 $ 36,004 Revolving Credit Facility We maintain a revolving line of credit with Wells Fargo Bank, N.A. that extends through March 1, 2023 . As of year-end October 29, 2021, under the terms of this line of credit, we could borrow up to $ 15,000 at an interest rate equal to the bank’s prime rate or LIBOR plus 2.0 % . The line of credit has an unused commitment fee of 0.25 % of the available loan amount. The line of credit is presented under non-current liabilities in the consolidated balance sheets. On December 1, 2021, Wells Fargo Bank, N.A. expanded our line of credit to $ 25,000 through June 15, 2022, at which time the credit limit returned to $ 15,000 for the balance of the term. Under the terms of this line of credit, we may borrow up to $ 15,000 at an interest rate equal to the bank’s prime rate or secured overnight financing rate (“SOFR”) plus 2.0 % . The former benchmark interest rate of LIBOR for our line of credit has been transitioned to SOFR which could impact the cost of credit and alter the value of debt and loans. We borrowed $ 2,000 under this line of credit on December 2, 2020, $ 2,000 on April 27, 2021, $ 2,000 on July 1, 2021, $ 3,000 on July 19, 2021, $ 3,000 on October 15, 2021, $ 2,000 on November 1, 2021, and $ 2,000 on December 26, 2021, and $ 2,000 on January 24, 2022, for a combined total of $ 18,000 . The revolving line of credit with Wells Fargo Bank, N.A. was paid off on June 7, 2022, using $ 18,000 in proceeds from the sale of a land parcel in Chicago. Equipment Notes Payable On December 26, 2018, we entered into a master collateral loan and security agreement with Wells Fargo Bank, N.A. (the “Original Wells Fargo Loan Agreement”) for up to $ 15,000 in equipment financing which was amended and expanded as detailed below. We subsequently entered into additional master collateral loan and security agreements with Wells Fargo Bank, N.A. on each of; April 18, 2019, December 19, 2019, March 5, 2020, and April 17, 2020 (the Original Wells Fargo Loan Agreement and the subsequent agreements collectively referred to as the “Wells Fargo Loan Agreements”). Pursuant to the Wells Fargo Loan Agreements, we owe the amounts as stated in the table above. Bridge Loan On August 30, 2021, we entered into a loan commitment note for a bridge loan of up to $ 25,000 with the plan to use the proceeds to pay off the existing equipment loans as they come out of the lock out period and may be repaid (dates detailed in the table below). The outstanding principal balances of the bridge loan became due and payable in full on the earlier of the following dates (1) August 31, 2023, or (2) one Federal Reserve business day after the closing of the real estate transactions contemplated under the CRG Purchase Agreement. We repaid $ 18,653 in equipment loans (equipment loans 4.13 % , 3.98 % , 3.70 % and 3.29 % in the table above) utilizing proceeds from the new bridge loan. The Company evaluated the exchange under ASC 470 and determined that the exchange should be treated as a debt modification prospectively. The Company accounted for this transaction as a debt modification and did not incur any gain or loss relating to the modification. The debt modification did not meet the greater than ten percent test and was deemed not substantial. We repaid and terminated the bridge loan and related loan commitment note on June 2, 2022, using $ 18,653 in proceeds from the sale of a land parcel in Chicago pursuant to the CRG Purchase Agreement. 59 Loan Covenants The Wells Fargo Loan Agreements contain various affirmative and negative covenants that limit the use of funds and define other provisions of the loan. The main financial covenants are listed below: ● Total Liabilities divided by Tangible Net Worth not greater than 2.5 to 1.0 at each fiscal quarter, ● Quick Ratio not less than .85 to 1.0 at each fiscal quarter end, ● Net Income After Taxes not less than $500 on a quarterly basis, and ● Capital Expenditures less than $ 5,000 . As of October 28, 2022, the Company was in compliance with all covenants under the Wells Fargo Loan Agreements. Aggregate contractual maturities of debt in future fiscal years are as follows as of October 28, 2022. Schedule of Aggregate Contractual Maturities of Debt in Future Fiscal Years Fiscal Years Debt Payable 2023 $ 1,089 2024 $ 1,041 2025 $ 1,081 2026 $ 1,121 2027-2028 $ 588 NOTE 6- Contingencies and Commitments : The Company leases warehouse and/or office facilities throughout the United States through month-to-month rental agreements. In the case of month-to-month lease or rental agreements with terms of 12 months or less, the Company made an accounting policy election to not recognize lease assets and liabilities and record them on a straight-line basis over the lease term. For further information regarding our lease accounting policy, please refer to Note 1 – Leases. The Company leases three long-haul trucks received during fiscal year 2019. The six-year leases for these trucks expire in 2025 . Amortization of equipment under capital lease was $ 75 in 2022. The Company leased one long-haul truck for $ 40 received during fiscal year 2022, and that lease term is two years . The Company’s lease with Racine Partners 4333 LLC, was effective June 1, 2022 and was not reflected in the Company’s July 8, 2022 interim financial statements, but was recorded during the fourth quarter ended October 28, 2022. Had it been properly recorded during the quarter ended July 8, 2022, the effect on the Company’s financial statements would have included an additional $ 4,418 in right-of-use assets and $ 4,426 in lease liabilities. The Company performed a thorough assessment to determine the significance of the prior period error and concluded that it was neither quantitatively or qualitatively material to the Company’s financial position, results of operations or cash flows for the quarter ended July 8, 2022. The Company performed a detailed analysis and determined that the only indication of a long-term lease in addition to transportation lease for long-haul trucks was Hogshed Ventures, LLC and Racine Partners 4333 LLC. A right-of-use asset and corresponding liability for warehouse storage space was recorded for $ 248 for Hogshed Ventures, LLC for 40th Street in Chicago, Illinois, and $ 4,226 for Racine Partners 4333 LLC as of October 28, 2022. We lease this space under a non-cancelable operating lease. This lease does not have significant rent escalation holidays, concessions, leasehold improvement incentives or other build-out clauses. Further this lease does not contain contingent rent provisions. The lease with Hogshed Ventures LLC terminates on June 30, 2023 . The lease with Racine Partners 4333 LLC terminates on May 31, 2027. These leases includes both lease (e.g., fixed rent) and non-lease components (e.g., real estate taxes, insurance, common-area, and other maintenance costs). The non-lease components are deemed to be executory costs and are included in the minimum lease payments used to determine the present value of the operating lease obligation and related right-of-use asset. This Hogshed Ventures LLC lease does not provide an implicit rate and we estimated our incremental interest rate to be approximately 1.6 % . We used our estimated incremental borrowing rate and other information available at the lease commencement date in determining the present value of the lease payments. The following is a schedule by years of future minimum lease payments for transportation leases and right-of-use assets: Schedule of Future Minimum Lease Payments Fiscal Year Financing Obligations 2023 $ 1,054 2024 1,101 2025 1,034 2026 1,060 2027 602 Later Years - Total minimum lease payments(a) (a) $ 4,851 Less: Amount representing executory costs ( 36 ) Less: Amount representing interest(b) (b) ( 4 ) Present value of future minimum lease payments(c) (c) $ 4,811 (a) Minimum payments exclude contingent rentals based on actual mileage and adjustments of rental payments based on the Consumer Price Index. (b) Amount necessary to reduce net minimum lease payments to present value calculated at the Company’s incremental borrowing rate at the inception of the leases. (c) Reflected in Note 2, as current and noncurrent obligations under capital leases of $ 202 and $ 135 , respectively, and right-of-use assets of $ 1,054 and $ 3,420 , respectively. 60 NOTE 7 - Segment Information : We have two reportable operating segments, Frozen Food Products (the processing and distribution of frozen products) and Snack Food Products (the processing and distribution of meat and other convenience foods). We evaluate each segment’s performance based on revenues and operating income. Selling, general and administrative expenses include corporate accounting, information systems, human resource, and marketing management at the corporate level. These activities are allocated to each operating segment based on revenues and/or actual usage. The following segment information is for the fiscal years ended October 28, 2022 (52 weeks) and October 29, 2021 (52 weeks): Schedule of Segment Reporting Information, by Segment Segment Information 2022 Frozen Food Products Snack Food Products Other Totals Net sales $ 56,254 $ 209,644 $ - $ 265,898 Cost of products sold 41,100 152,737 - 193,837 Gross margin 15,154 56,907 - 72,061 SG&A 14,614 50,621 - 65,235 Gain on sale of property, plant, and equipment ( 16 ) ( 100 ) ( 57,629 ) ( 57,745 ) Operating income (loss) $ 556 $ 6,386 $ 57,629 $ 64,571 Total assets $ 16,327 $ 130,704 $ 29,317 $ 176,348 Additions to PP&E $ 1,106 $ 2,664 $ - $ 3,770 Segment Information 2021 Frozen Food Products Snack Food Products Other Totals Net sales $ 41,510 $ 198,920 $ - $ 240,430 Cost of products sold 29,547 159,499 - 189,046 Gross margin 11,963 39,421 - 51,384 SG&A 11,950 48,177 - 60,127 (Gain) loss on sale of property, plant, and equipment ( 146 ) ( 358 ) - ( 504 ) Operating income (loss) $ 159 $ ( 8,398 ) $ - $ ( 8,239 ) Total assets $ 12,760 $ 121,499 $ 22,531 $ 156,790 Additions to PP&E $ 321 $ 5,918 $ - $ 6,239 The following information further disaggregates our sales to customers by major distribution channel and customer type for the fiscal years ended October 28, 2022, and October 29, 2021, respectively. Schedule of Disaggregates Our Sales to Customers 2022 Distribution Channel Retail (a) Foodservice (b) Totals Direct store delivery $ 138,220 $ - $ 138,220 Direct customer warehouse 71,424 - 71,424 Total Snack Food Products 209,644 - 209,644 Distributors 8,208 48,046 56,254 Total Frozen Food Products 8,208 48,046 56,254 Total Net Sales $ 217,852 $ 48,046 $ 265,898 (a) Includes sales to food retailers, such as grocery retailers, warehouse club stores, and internet-based retailers. (b) Includes sales to foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, convenience stores, healthcare facilities and the military. 61 2021 Distribution Channel Retail (a) Foodservice (b) Totals Direct store delivery $ 143,239 $ - $ 143,239 Direct customer warehouse 55,681 - 55,681 Total Snack Food Products 198,920 - 198,920 Distributors 8,805 32,705 41,510 Total Frozen Food Products 8,805 32,705 41,510 Total Net Sales $ 207,725 $ 32,705 $ 240,430 (a) Includes sales to food retailers, such as grocery retailers, warehouse club stores, and internet-based retailers. (b) Includes sales to foodservice distributors, restaurant operators, hotel chains and noncommercial foodservice establishments such as schools, convenience stores, healthcare facilities and the military. NOTE 8 - Unaudited Interim Financial Information : Not applicable for a smaller reporting company. NOTE 9 - Gain on Sale of Property, Plant and Equipment : On June 1, 2022, Bridgford Food Processing Corporation and CRG Acquisition, LLC (“CRG”), completed the real estate transaction (the “Sale Transaction”) set forth in the CRG Purchase Agreement. Pursuant to the terms of the CRG Purchase Agreement, CRG acquired a parcel of land from the Company including an approximate 156,000 square foot four-story industrial food processing building located at 170 N. Green Street in Chicago, Illinois. The purchase price for the Sale Transaction was $ 60,000 , less $ 2,100 previously received by the Company as non-refundable earnest money, and subject to certain closing adjustments as set forth in the CRG Purchase Agreement. The Company recorded a gain on sale of property, plant and equipment of $ 57,663 in the third quarter of fiscal 2022. The effective tax rate for the third quarter of fiscal 2022 reflects the impact of $ 16,427 of tax expense related to tax on the gain on sale of a property, plant and equipment. In connection with the closing of the Sale Transaction, the Company paid an aggregate of $ 1,200 in broker commissions, including $ 300 to KR6, Inc., an entity controlled by Keith Ross (a member of the Company’s Board of Directors). On June 2, 2022, the Company used approximately $ 18,653 of the Sale Transaction proceeds to repay and terminate the bridge loan commitment note dated August 30, 2021, with Wells Fargo Bank, N.A. On June 7, 2022, the Company used $ 18,000 of such proceeds to repay the outstanding balance under its revolving credit facility with Wells Fargo Bank, N.A., which revolver line continues in effect per its terms to March 1, 2023. 62