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Item 9A. Controls and Procedures

2025-01-29 compared with 2024-01-29 · 957 added, 820 removed, 275 unchanged (87% of the section changed)

Controls and Procedures

of disclosure controls and procedures

controls and procedures are designed to help ensure that information required to be disclosed by us in our Exchange Act reports is recorded,

processed, summarized and reported within the time periods specified in the SEC’s rules, regulations and forms, and that such information

is collected and communicated to our management, including our Chairman of the Board and Chief Financial Officer, as appropriate to allow

timely decisions regarding required disclosure.

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 effective as of the end of the period covered by this Report.

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.

Evaluation of disclosure

controls and procedures

Disclosure controls and procedures

are designed to help ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized

and reported within the time periods specified in the SEC’s rules, regulations and forms, and that such information is collected

and communicated to our management, including our Chairman of the Board and Chief Financial Officer, as appropriate to allow timely decisions

regarding required disclosure.

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 effective

as of the end of the period covered by 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 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.

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.

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.

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.

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

The Audit Committee has discussed with the independent registered public accounting firm matters required to be discussed by

Statement of Auditing Standards No.

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

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”.

of previously reported material weakness

reported in the Company’s Form 10-K for year ended October 28, 2022, management previously identified a material weakness in internal

control over financial reporting due 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.

implemented a remediation plan with steps that improved 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 which include key plant managers 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

Company’s management, under the oversight of the Audit Committee, executed the remediation steps discussed above and, as a result

determined that, as of November 3, 2023, such material weakness has been remediated.

Completion of remediation does not provide assurance

that our remediation or other controls will continue to operate properly or remain adequate.

The enhanced controls have operated for

a sufficient period of time and management has concluded, through testing, that the related controls are effective.

However, we cannot

be certain that other such material weaknesses and control deficiencies will not occur in the future.

If material weaknesses are identified

in the future, or we are not able to comply with requirements of Section 404 of the Sarbanes-Oxley Act of 2002 in a timely manner, our

reported financial results could be materially misstated or we could be subject to investigations or sanctions by regulatory authorities,

which would require additional financial and management resources and the value of our common stock could decline.

404 of the Sarbanes-Oxley Act of 2002

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.

Dodd-Frank Wall Street Reform and Consumer Protection Act permanently exempts smaller reporting 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 reporting

companies and requires the disclosure of management attestations on internal controls over financial reporting as set forth below.

Annual Report on Internal Control Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting.

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.

conducted an evaluation of the effectiveness of the internal controls over financial reporting based on 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).

Management determined that the 17 principles were present and functioning during its assessment

of the effectiveness of our internal controls.

Because of its inherent limitations, internal control over financial reporting may not

prevent or detect misstatements.

Therefore, even those systems determined to be effective can provide only reasonable assurance with

respect to 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.

assessed the effectiveness of our internal control over financial reporting for our fiscal year ended November 3, 2023.

Based on management’s

assessment and the above-referenced criteria, management believes that the internal control over financial reporting was effective as

of November 3, 2023.

in Internal Control over Financial Reports

described above, during fiscal year 2023 we took steps to remediate the material weakness in our internal control over financial reporting

that we identified and existed at the end of fiscal year 2022.

Other than in connection with the remediation process described above,

no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred

during the last quarter of fiscal year ended November 3, 2023 that has materially affected or is reasonably likely to materially affect,

our internal control over financial reporting.

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”.

Section 404 of the Sarbanes-Oxley

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 permanently exempts smaller reporting 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 reporting companies and requires

the disclosure of management attestations on internal controls over financial reporting as set forth below.

Management’s Annual

Report on Internal Control Over Financial Reporting

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting.

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.

Management conducted an evaluation

of the effectiveness of the internal controls over financial reporting based on 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).

Management determined that the 17 principles were present and functioning during its assessment of the effectiveness

of our internal controls.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to 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 our internal control over financial reporting for our fiscal year ended November 1, 2024.

Based on management’s assessment and

the above-referenced criteria, management believes that the internal control over financial reporting was effective as of November 1,

Changes in Internal

Control over Financial Reporting

No change in our internal

control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the last quarter

of fiscal year ended November 1, 2024 that has materially affected or is reasonably likely to materially affect, our internal control

over financial reporting.

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers, and Corporate Governance

information required by this item will be included in our definitive proxy statement on Schedule 14A related to our 2024 annual meeting

of stockholders (the “Proxy Statement), which will be filed with the Securities and Exchange Commission pursuant to Regulation

14A under the Exchange Act not later than 120 days after the end of our fiscal year ended November 3, 2023, and is incorporated herein

by reference.

No t applicable.

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspections

Not applicable.

Directors, Executive Officers,

and Corporate Governance

Insider Trading Policies and Procedures

The Company has an insider

trading policy and procedures governing the purchase, sale and/or other dispositions of the Company’s securities that applies to

all directors, officers, employees and certain other persons.

It is also the Company’s policy to take appropriate steps to comply with

applicable federal and state securities laws and regulations, as well as applicable stock exchange listing standards, when the Company

engages in transactions in the Company’s securities.

The Company believes that its insider trading policy and procedures are reasonably

designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.

of the Company’s insider trading policy is filed as Exhibit 19.1 to this Report.

The remaining information

required by this item will be included in our definitive proxy statement on Schedule 14A related to our 2025 annual meeting of stockholders

(the “Proxy Statement), which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Exchange

Act not later than 120 days after the end of our fiscal year ended November 1, 2024, and is incorporated herein by reference.

Executive Compensation

information required by this item will be included in the Proxy Statement and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

information required by this item will be included in the Proxy Statement and is incorporated herein by reference.

Compensation Plan Information

applicable, as we do not have any compensation plans under which our equity securities are authorized for issuance.

Certain Relationships and Related Transactions, and Director Independence

information required by this item will be included in the Proxy Statement and is incorporated herein by reference.

The information required by

this item will be included in the Proxy Statement and is incorporated herein by reference.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters

The information required by

this item will be included in the Proxy Statement and is incorporated herein by reference.

Equity Compensation Plan Information

Not applicable, as we do not

have any compensation plans under which our equity securities are authorized for issuance.

Certain Relationships and Related

Transactions, and Director Independence

The information required by

this item will be included in the Proxy Statement and is incorporated herein by reference.

Principal Accountant Fees and Services

information required by this item will be included in the Proxy Statement is incorporated herein by reference.

Exhibits and Financial Statement Schedules

Financial Statements .

The information required by

this item will be included in the Proxy Statement is incorporated herein by reference.

Exhibits and Financial Statement

(a)(1) Financial Statements .

The following documents are filed as a part of this Report:

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of November 3, 2023, and October 28, 2022

Consolidated Statements of Operations for the fiscal years ended November 3, 2023, and October 28, 2022

Consolidated Statements of Comprehensive Income for the fiscal years ended November 3, 2023, and October 28, 2022

Consolidated Statements of Shareholders’ Equity for the fiscal years ended November 3, 2023, and October 28, 2022

Consolidated Statements of Cash Flows for the fiscal years ended November 3, 2023, and October 28, 2022

Consolidated Balance Sheets as of November 1, 2024, and November 3, 2023

Consolidated Statements of Operations for the fiscal years ended November 1, 2024, and November 3, 2023

Consolidated Statements of Comprehensive (Loss)

Income for the fiscal years ended November 1, 2024, and November 3, 2023

Consolidated Statements of Shareholders’ Equity for the fiscal years ended November 1, 2024, and November 3, 2023

Consolidated Statements of Cash Flows for the fiscal years ended November 1, 2024, and November 3, 2023

Notes to Consolidated Financial Statements

Financial Statement Schedules

applicable for a smaller reporting company.

The exhibits below are filed herewith or incorporated herein by reference .

Restated Articles of Incorporation, as amended.

Amended and Restated Bylaws.

Description of Capital Stock of the Registrant

Bridgford Foods Corporation Defined Benefit Pension Plan.

Bridgford Foods Corporation Supplemental Executive Retirement Plan.

Bridgford Foods Corporation Deferred Compensation Savings Plan.

Consulting Agreement, dated August 12, 2019, between the Registrant and Allan L.

(2) Financial Statement

Not applicable for a smaller

reporting company.

(a) The exhibits below

are filed herewith or incorporated herein by reference .

Exhibit Number

Exhibit Description

Filed Herewith

Articles of Incorporation, as amended.

and Restated Bylaws.

of Capital Stock of the Registrant

Foods Corporation Defined Benefit Pension Plan.

Foods Corporation Supplemental Executive Retirement Plan.

Foods Corporation Deferred Compensation Savings Plan.

Agreement, dated August 12, 2019, between the Registrant and Allan L.

Bridgford Sr.

Purchase and Sale Agreement dated March 16, 2020 between Bridgford Food Processing Corporation and CRG Acquisition, LLC.

Consulting Agreement dated February 2, 2023, between the Registrant and Raymond F.

Subsidiaries of the Registrant.

and Sale Agreement dated March 16, 2020 between Bridgford Food Processing Corporation and CRG Acquisition, LLC.

Agreement dated February 2, 2023, between the Registrant and Raymond F.

Insider Trading Policy

of the Registrant.

Power of Attorney (included as part of the signature page).

5 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Principal Financial Officer).

XBRL Instance Document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

Page Interactive Data File (embedded within the Inline XBRL Document contained in Exhibit 101).

of these Exhibits constitutes a management contract, compensatory plan or arrangement.

Clawback and Forfeiture Policy

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

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.

Each of these Exhibits is furnished herewith.

Form 10-K Summary

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.

FOODS CORPORATION

Not applicable.

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

/s/ MICHAEL W.

Chairman of the Board

January 29, 2025

the undersigned directors and officers of Bridgford Foods Corporation, do hereby constitute and appoint Michael W.

Bridgford and Cindy

Matthews-Morales, 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.

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.

of the Board (Principal Executive Officer)

POWER OF ATTORNEY

We, the undersigned directors

and officers of Bridgford Foods Corporation, do hereby constitute and appoint Michael W.

Bridgford and Cindy Matthews-Morales, 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;

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.

/s/ MICHAEL W.

Chairman of the Board (Principal Executive Officer)

January 29, 2025

/s/ CINDY MATTHEWS-MORALES

Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)

January 29, 2025

Cindy Matthews-Morales

Financial Officer and Secretary (Principal Financial and Accounting Officer)

Matthews-Morales

/s/ RAYMOND F.

January 29, 2025

BRIDGFORD SR.

January 29, 2025

Bridgford Sr.

President and Director

/s/ WILLIAM L.

Vice President and Director

January 29, 2025

Vice President and Director

January 29, 2025

GREGORY SCOTT

January 29, 2025

Gregory Scott

of Independent Registered Public Accounting Firm

the Board of Directors and Shareholders of Bridgford Foods Corporation

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheets of Bridgford Foods Corporation and its subsidiaries (the “Company”)

as of November 3, 2023 and October 28, 2022, the related consolidated statements of operations, comprehensive income, shareholders’

equity, and cash flows, for each of the fiscal 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 November 3, 2023 and October 28, 2022, and the results of its operations and its cash flows for each of

the two fiscal years in the period ended November 3, 2023 and October 28, 2022, in conformity with accounting principles generally accepted

in the United States of America.

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 audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (“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.

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.

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.

January 29, 2025

/s/ MARY SCHOTT

January 29, 2025

Report of Independent Registered Public Accounting

To the Board of Directors and Shareholders of

Bridgford Foods Corporation

Opinion on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheets of Bridgford Foods Corporation and its subsidiaries (the

“Company”) as of November 1, 2024, and November 3, 2023, the related consolidated statements of operations,

comprehensive (loss) income, shareholders’ equity, and cash flows, for each of the fiscal 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 November 1, 2024 and November 3,

2023, and the results of its operations and its cash flows for each of the two fiscal years in the period ended November 1, 2024 and

November 3, 2023, 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 audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (“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.

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 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.

Revenue - Reserves for Promotional Allowances

Audit Matter Description

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 estimated amount of credit expected to be issued to customers, based primarily on historical utilization and redemption

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.

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 estimated amount of credit expected

to be issued to customers, based primarily on historical utilization and redemption rates.

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.

We Addressed the Matter in Our Audit

primary procedures we performed to address this critical audit matter included:

an understanding of management’s processes and controls over calculating the reserves for promotional allowances, including

understanding relevant significant inputs and assumptions.

substantive analytical procedures surrounding the reserves for promotional allowances by performing an independent calculation of

the allowance by using historical data and assumptions.

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.

the accuracy, completeness, validity of the underlying data used in schedules calculating the reserve for promotional allowances.

Addressed the Matter in Our Audit

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.

Considered transactions submitted by customers subsequent to year end.

Review of applicable disclosures.

have served as the Company’s auditor since 2009.

Baker Tilly US, LLP

FOODS CORPORATION

BALANCE SHEETS

of November 3, 2023, and October 28, 2022

thousands, except share and per share amounts)

We have served as the Company’s auditor

/s/ Baker Tilly US, LLP

Irvine, California

January 29, 2025

BRIDGFORD FOODS CORPORATION

CONSOLIDATED BALANCE SHEETS

As of November 1, 2024, and November

(in thousands, except share and per share amounts)

November 1, 2024

October 28, 2022

November 3, 2023

Current assets:

19 unchanged sentences

Lont-term right of use leases payable

Executive retirement plans

Other non-current liabilities

Executive retirement plans and other non-current liabilities

Total long-term liabilities

13 unchanged sentences

Total liabilities and shareholders’ equity

accompanying notes to consolidated financial statements.

FOODS CORPORATION

STATEMENTS OF OPERATIONS

the fiscal years ended November 3, 2023, and October 28, 2022

thousands, except share and per share amounts)

See accompanying notes to consolidated financial

BRIDGFORD FOODS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

For the fiscal years ended November

1, 2024, and November 3, 2023

(in thousands, except share and per share amounts)

November 1, 2024

October 28, 2022

November 3, 2023

Cost of products sold

Selling, general and administrative expenses

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

Operating income

Other (expense) income

Loss on sale of property, plant and equipment

Operating (loss) income

Other income (expense)

Interest expense

Cash surrender value gain (loss)

Total other (expense) income

Income before taxes

Provision for income taxes

Basic earnings per share

Shares used to compute basic earnings per share

accompanying notes to consolidated financial statements.

FOODS CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME

the fiscal years ended November 3, 2023, and October 28, 2022

Cash surrender value gain

Total other income (expense)

(Loss) income before taxes

(Benefit on) provision for income taxes

Net (loss) income

Basic (loss) earnings per share

Shares used to compute basic (loss) earnings per share

See accompanying notes to consolidated financial

BRIDGFORD FOODS CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE

(LOSS) INCOME

For the fiscal years ended November

1, 2024, and November 3, 2023

(in thousands)

November 1, 2024

October 28, 2022

November 3, 2023

Net (loss) income

Other comprehensive income from defined benefit plans

What changed 10-K

Item 9A. Controls and Procedures