What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2024-01-29 compared with 2023-01-26 · 65 added, 60 removed, 108 unchanged (54% of the section changed)

23 unchanged sentences

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

Climate change and related climate change regulations, including with

respect to greenhouse gas effects, may negatively affect our results of operations.

change and rising global temperatures may contribute to changing weather patterns, droughts, heavier or more frequent storms and wildfires,

and increased frequency and severity of natural disasters.

If such climate change has a negative impact on agricultural productivity,

we may have decreased availability or less favorable pricing for the raw materials necessary for our operations.

Increased frequency

or duration of extreme weather conditions could cause disruptions in our operations and supply chain, or impact demand for our products.

concern over climate change also may result in additional legal or regulatory requirements designed to manage greenhouse gas emissions,

climate risks, and resulting environmental impacts.

If such requirements are enacted, we could experience significant cost increases

in our operations and supply chain.

such requirements may obligate us to make certain climate-related disclosures and set goals for reducing our carbon footprint.

While we are committed to mitigating our impact on the environment and to manage greenhouse gas emissions, there can be no assurance

that we will accomplish such goals.

If we fail to achieve any such goals related to climate change or the related expectations

from stakeholders and consumers are not met, the resulting negative publicity could adversely impact our results of operations in part

as a consequence of changes in consumer preferences for our products.

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

6 unchanged sentences

Commodity costs have and may continue to fluctuate

due to political and economic conditions, including the ongoing conflicts between Ukraine and Russia.

due to political and economic conditions, including the ongoing conflict between Ukraine and Russia.

The marketing of our value-added

45 unchanged sentences

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

We have no employment or non-competition agreements with key personnel except for (1) a consulting agreement with Allan L.

that became effective October 30, 2021, after his retirement from employment with our company, (2) a consulting agreement with Raymond

Lancy which will become effective on February 1, 2022, after his retirement from employment with our company and (3) a consulting

agreement with Allan Bridgford Jr.

to provide consulting services to the Chicago plant and management.

We have no employment or non-competition agreements with key personnel.

However, we have consulting agreements with each of (1) our former

Vice President and current director Allan L.

Bridgford Sr., (2) our former Chief Financial Officer and current director Raymond F.

(3) our former director and President of Bridgford Food Processing Corporation Allan Bridgford Jr.

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

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

While we have historically

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

labor shortages and increased turnover.

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

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

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

wage and hour practices and immigration.

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

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

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

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

operations, results of operations, liquidity, or cash flows.

We have historically experienced

some level of ordinary course of business turnover of employees.

A number of factors have had and may continue to have adverse effects

on the labor force available to us, including reduced employment pools, federal unemployment subsidies, and other government regulations,

which include laws and regulations related to workers’ health and safety, wage and hour practices and immigration.

Labor shortages

and increased turnover rates within our team members have led to and could in the future lead to increased costs, such as increased overtime

to meet demand and increased wage rates to attract and retain employees and could negatively affect our ability to efficiently operate

our production facilities or otherwise operate at full capacity.

An overall or prolonged labor shortage, lack of skilled labor, increased

turnover or labor inflation could have a material adverse impact on our operations, results of operations, liquidity, or cash flows.

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

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

and Dollar General®, which accounted for 29.8% and 16.9%, respectively, of sales in fiscal year 2022.

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

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

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

inventories while demanding lower pricing and increased promotional programs.

These customers also may use their shelf space for their

own private label products.

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

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

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

over our corporate matters.

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

In addition, two members of the Bridgford

family currently serve on the Board of Directors.

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

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

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

all of our assets and other corporate transactions.

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

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

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

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

requirements of the NASDAQ stock market.

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

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

Directors perform such function.

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

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

to Wal-Mart® comprised 29.1% of revenues in fiscal year 2023 and 26.5% of total accounts receivable was due from Wal-Mart® as

of November 3, 2023.

Sales to Dollar General® comprised 16.3% of revenues in fiscal year 2023 and 20.5% of total accounts receivable

was due from Dollar General® as of November 3, 2023.

Many of our customers, such as supermarkets, warehouse clubs, and food distributors

have consolidated in recent years.

Such consolidation has produced large, sophisticated customers with increased buying power who are

more capable of operating with reduced inventories while demanding lower pricing and increased promotional programs.

These customers

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

Failure to respond to these trends could reduce our volume and cause

us to lower prices or increase promotional spending for our product lines, which could adversely affect our profitability.

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

or control over our corporate matters.

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

In addition, two members of the

Bridgford family currently serve on the Board of Directors and two members of the Bridgford family serve on the Executive Committee.

As a result, members of the Bridgford family have the ability to exert substantial influence or actual control over our management and

affairs and over substantially all matters requiring action by our shareholders, including amendments to by-laws, election and removal

of directors, any proposed merger, consolidation or sale of all or substantially all of our assets and other corporate transactions.

This concentration of ownership may also delay or prevent a change in control otherwise favored by our other shareholders and could depress

our stock price.

Additionally, as a result of the Bridgford family’s significant ownership of the outstanding voting stock, we

have relied on the “controlled company” exemption from certain corporate governance requirements of the NASDAQ stock market.

Therefore, among other things, we have elected not to implement the rule that provides for a nominating committee to identify and recommend

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

However, we have not elected to rely on the exemption with respect to our

compensation committee, which is made up entirely of independent directors and has sole authority to determine the compensation of our

executive officers, including our Chairman of the Board.

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

23 unchanged sentences

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

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

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

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

for the fiscal year ended October 29, 2021, and to a lesser extent for fiscal year ended October 28, 2022.

We expect these events to

have future business impacts, 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.

Unresolved Staff Comments

Cybersecurity

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

What changed 10-K

Item 1A. Risk Factors