BRIDGFORD FOODS CORP 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 24, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ____ Commission file number: 000-02396 BRIDGFORD FOODS CORPORATION (Exact name of registrant as specified in its charter) California 95-1778176 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) identification number) 1707 S. Good-Latimer Expressway , Dallas , TX 75226 (Address of principal executive offices) (Zip code) (214) 428-1535 (Registrant’s telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock BRID Nasdaq Global Market Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of March 7, 2025, the registrant had 9,076,832 shares of common stock outstanding. BRIDGFORD FOODS CORPORATION FORM 10-Q QUARTERLY REPORT INDEX References to “Bridgford Foods”, “Company”, “we”, “us” or “our” contained in this Quarterly Report on Form 10-Q (this “Report”) refer to Bridgford Foods Corporation. Page Part I. Financial Information 3 Item 1. Financial Statements 3 a. Condensed Consolidated Balance Sheets as of January 24, 2025 (unaudited) and November 1, 2024 3 b. Condensed Consolidated Statements of Operations for the twelve weeks ended January 24, 2025 (unaudited) and January 26, 2024 (unaudited) 4 c. Condensed Consolidated Statements of Shareholders’ Equity for the twelve weeks ended January 24, 2025 (unaudited) and January 26, 2024 (unaudited) 5 d. Condensed Consolidated Statements of Cash Flows for the twelve weeks ended January 24, 2025 (unaudited) and January 26, 2024 (unaudited) 6 e. Notes to Condensed Consolidated Financial Statements (unaudited) 7 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 14 Item 3. Quantitative and Qualitative Disclosures about Market Risk 22 Item 4. Controls and Procedures 22 Part II. Other Information 23 Item 1. Legal Proceedings 23 Item 1A. Risk Factors 23 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 23 Item 3. Defaults Upon Senior Securities 23 Item 4. Mine Safety Disclosures 23 Item 5. Other Information 23 Item 6. Exhibits 24 Signatures 25 2 of 25 Part I. Financial Information Item 1. a. BRIDGFORD FOODS CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) January 24, 2025 November 1, 2024 (unaudited) ASSETS Current assets: Cash and cash equivalents $ 4,659 $ 10,230 Accounts receivable, less allowance for credit losses of $ 104 and $ 110 , respectively, and promotional allowances of $ 2,403 and $ 2,399 , respectively 28,588 30,404 Inventories, net 36,252 33,338 Refundable income taxes 2,633 3,408 Prepaid expenses and other current assets 2,370 609 Total current assets 74,502 77,989 Property, plant and equipment, net of accumulated depreciation and amortization of $ 77,221 and $ 77,160 , respectively 63,653 64,634 Other non-current assets 15,221 14,731 Total assets $ 153,376 $ 157,354 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ 4,031 $ 5,672 Accrued payroll, advertising, and other expenses 7,058 6,323 Income taxes payable 274 274 Current notes payable - equipment 1,091 1,084 Current right-of-use leases payable 1,117 1,098 Other current liabilities 1,196 2,002 Total current liabilities 14,767 16,453 Long-term notes payable - equipment 1,518 1,702 Deferred income taxes, net 7,622 7,622 Long-term right-of-use leases payable 1,950 2,235 Executive retirement, pension plans and other 496 1,206 Total long-term liabilities 11,586 12,765 Total liabilities 26,353 29,218 Contingencies and commitments (Note 3) - - 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 and 9,076,832 shares, respectively 9,134 9,134 Capital in excess of par value 8,298 8,298 Retained earnings 118,298 119,411 Accumulated other comprehensive loss ( 8,707 ) ( 8,707 ) Total shareholders’ equity 127,023 128,136 Total liabilities and shareholders’ equity $ 153,376 $ 157,354 See accompanying notes to Condensed Consolidated Financial Statements. 3 of 25 Item 1. b. BRIDGFORD FOODS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (in thousands, except share and per share amounts) January 24, 2025 January 26, 2024 12 weeks ended January 24, 2025 January 26, 2024 Net sales $ 52,545 $ 54,842 Cost of products sold 39,660 38,804 Gross margin 12,885 16,038 Selling, general and administrative expenses 14,913 15,027 Gain on sale of property, plant, and equipment ( 16 ) - Operating (loss) income ( 2,012 ) 1,011 Other income (expense) Interest income (expense) ( 88 ) ( 171 ) Cash surrender value gain 534 905 Total other income 446 734 (Loss) income before taxes ( 1,566 ) 1,745 (Benefit on) provision for income taxes ( 453 ) 510 Net (loss) income $ ( 1,113 ) $ 1,235 Basic (loss) earnings per share $ ( 0.12 ) $ 0.14 Shares used to compute basic (loss) earnings per share 9,076,832 9,076,832 See accompanying notes to Condensed Consolidated Financial Statements. 4 of 25 Item 1. c. BRIDGFORD FOODS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY 12 weeks ended January 24, 2025 (unaudited) (in thousands) Shares Amount Capital in excess of par value Retained earnings Accumulated other comprehensive loss Total shareholders’ equity Balance, November 1, 2024 9,076 $ 9,134 $ 8,298 $ 119,411 $ ( 8,707 ) $ 128,136 Net loss - - - ( 1,113 ) - ( 1,113 ) Balance, January 24, 2025 9,076 $ 9,134 $ 8,298 $ 118,298 $ ( 8,707 ) $ 127,023 BRIDGFORD FOODS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY 12 weeks ended January 26, 2024 (unaudited) (in thousands) Shares Amount Capital in excess of par value Retained earnings Accumulated other comprehensive loss Total shareholders’ equity Balance, November 3, 2023 9,076 $ 9,134 $ 8,298 $ 122,792 $ ( 10,689 ) $ 129,535 Balance 9,076 $ 9,134 $ 8,298 $ 122,792 $ ( 10,689 ) $ 129,535 Net income - - - 1,235 - 1,235 Net income (loss) - - - 1,235 - 1,235 Balance, January 26, 2024 9,076 $ 9,134 $ 8,298 $ 124,027 $ ( 10,689 ) $ 130,770 Balance 9,076 $ 9,134 $ 8,298 $ 124,027 $ ( 10,689 ) $ 130,770 See accompanying notes to Condensed Consolidated Financial Statements. 5 of 25 Item 1. d. BRIDGFORD FOODS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (in thousands) January 24, 2025 January 26, 2024 12 weeks ended January 24, 2025 January 26, 2024 Cash flows from operating activities: Net (loss) income $ ( 1,113 ) $ 1,235 Adjustments to reconcile net (loss) income to net cash used in operating activities: Depreciation and amortization 1,522 1,545 Provision for (recovery of ) credit losses on accounts receivable 357 ( 7 ) Decrease in promotional allowances 4 891 Gain on sale of property, plant, and equipment ( 16 ) - Changes in operating assets and liabilities: Accounts receivable, net 1,455 ( 2,329 ) Inventories, net ( 2,914 ) 1,298 Prepaid expenses and other current assets ( 1,760 ) ( 1,953 ) Refundable income taxes 774 502 Other non-current assets ( 490 ) ( 903 ) Accounts payable ( 1,641 ) 1,402 Accrued payroll, advertising, and other expenses 735 ( 1,109 ) Other current liabilities ( 809 ) 75 Other non-current liabilities ( 708 ) ( 1,350 ) Net cash used in operating activities ( 4,604 ) ( 703 ) Cash flows from investing activities: Proceeds from sale of property, plant, and equipment 6 - Additions to property, plant, and equipment ( 531 ) ( 1,860 ) Net cash used in investing activities ( 525 ) ( 1,860 ) Cash flows from financing activities: Change in lease and right-of-use obligations ( 264 ) ( 327 ) Repayments of notes payable - equipment ( 178 ) ( 170 ) Net cash used in financing activities ( 442 ) ( 497 ) Net decrease in cash and cash equivalents ( 5,571 ) ( 3,060 ) Cash and cash equivalents and restricted cash at beginning of period 10,230 15,708 Cash and cash equivalents and restricted cash at end of period $ 4,659 $ 12,648 Supplemental disclosure of cash flow information: Cash paid for income taxes $ - $ 8 Cash paid for interest $ 88 $ 171 See accompanying notes to Condensed Consolidated Financial Statements. 6 of 25 Item 1. e. BRIDGFORD FOODS CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (dollars in thousands) Note 1 – Summary of Significant Accounting Policies : The unaudited Condensed Consolidated Financial Statements of Bridgford Foods Corporation (the “Company”, “we”, “our”, “us”) for the twelve weeks ended January 24, 2025 and January 26, 2024 have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X, and include all adjustments considered necessary by management for a fair presentation of the interim periods. This Quarterly Report on Form 10-Q for our first fiscal quarter ended January 24, 2025 (this Report) should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended November 1, 2024 (the “Annual Report”). Due to seasonality and other factors, interim results are not necessarily indicative of the results for the full year. Recent accounting pronouncements, if any, and their effect on the Company are discussed in Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Report. The November 1, 2024 balance sheet amounts within these interim Condensed Consolidated Financial Statements were derived from the audited fiscal year 2024 consolidated financial statements included in the Company’s Annual Report. The preparation of Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported revenues and expenses during the reporting periods. Some of the estimates made by management include the allowance for doubtful accounts, promotional and returns allowances, inventory reserves, the estimated useful lives of property, plant and equipment, and the valuation allowance for the Company’s deferred tax assets. Management determines the amounts to record based on historical experience and various other assumptions that we view as reasonable under the circumstances and considers all relevant available information. Actual results could materially differ from these estimates. Amounts estimated related to liabilities for self-insured workers’ compensation, employee healthcare, and pension benefits are especially subject to inherent uncertainties and these estimated liabilities may ultimately settle at amounts which vary from our current estimates. Market conditions and the volatility in stock markets may cause significant changes in the measurement of our pension fund liabilities and the performance of our life insurance policies in future periods. Financial instruments that subject the Company to credit risk consist primarily of cash and cash equivalents, accounts receivable, accounts payable, accrued payroll, and notes payable. The carrying amount of these instruments approximate fair market value due to their short-term maturity or market interest rates. The Company has accounts with nationally recognized financial institutions in excess of the Federal Deposit Insurance Corporation insurance coverage limit. The Company has not experienced any losses in these accounts and believes it is not exposed to any significant credit risk with regard to its cash and cash equivalents. The Company grants payment terms to a significant number of customers that are diversified over a wide geographic area. The Company monitors the payment histories of its customers and maintains an allowance for doubtful accounts which is reviewed for adequacy on a quarterly basis. The Company does not require collateral from its customers. Cash and cash equivalents totaled $ 4,659 as of January 24, 2025, all of which were held at Wells Fargo Bank N.A., except for $ 900 with Bank of America. Cash and cash equivalents totaled $ 10,230 as of November 1, 2024, all of which were held at Wells Fargo Bank N.A, except for $ 1,000 with Bank of America. Comprehensive income or loss Comprehensive income or loss consists of net (loss) income and additional minimum pension liability adjustments. There were no differences between net (loss) income and comprehensive income or loss during each of the twelve weeks ended January 24, 2025, and January 26, 2024. Customer Concentration > 20% of AR or >10% of Sales The table below shows customers that accounted for more than 20% of consolidated accounts receivable (“AR”) or 10% of consolidated sales for the twelve weeks ended January 24, 2025, and January 26, 2024, respectively. Schedule of Customer Concentration Walmart Dollar General Sales AR Sales AR January 24, 2025 28.2 % 25.9 % 12.6 % 17.9 % January 26, 2024 28.4 % 24.7 % 15.5 % 19.1 % 7 of 25 Revenue recognition Revenues are recognized in accordance with Accounting Standards Codification (“ASC”) Topic 606 – Revenue from Contracts with Customers upon passage of title to the customer. Products are delivered to customers primarily through common carrier, or through a Company-owned direct-store-delivery system. 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 product 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. Shipping and handling that occurs after the customer has obtained control of the product is recorded as a fulfillment cost rather than an additional performance obligation. 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 receiving in exchange for providing products 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 the twelve weeks ended January 24, 2025, and January 26, 2024, were $ 3,823 and $ 4,179 , respectively. Leases Leases are recognized in accordance with ASC 842 Leases (“ASC 842”) which requires a lessee to recognize assets and liabilities with lease terms of more than twelve months . We lease or rent property for operations such 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. 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. In the case of month-to-month lease or rental agreements with terms of twelve 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 Products 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. ROU lease assets are recorded within property, plant and equipment, net of accumulated depreciation and amortization. The Company leases warehouse space from time to time that is recorded as ROU lease assets and corresponding lease liabilities. The Company no longer leases long-haul trucks that were used by the Frozen Food Products segment. However, we have leased one refrigerated truck used in the Frozen Food Products segment. Finance lease liabilities are recorded under other liabilities. The condensed consolidated balance sheets reflect both the current and long-term obligations. We leased a parking lot to our lessee in accordance with ASC 842 under a 60-month lease contract. Legal ownership does not transfer at the end of the lease. We retain ownership of the parking lot. There is no net book value of the underlying asset. We recorded a lease receivable, both the current and non-current components, less executory costs including broker’s commissions. The discount rate implicit in the lease is used to calculate the present value of minimum lease payments. Revenue will be deferred until earned and is recorded in current and non-current liabilities. Subsequent events Management has evaluated events subsequent to January 24, 2025, through the date that the accompanying Condensed Consolidated Financial Statements were filed with the Securities and Exchange Commission (the “SEC”) for transactions and other events which may require adjustments of and/or disclosure in such financial statements. No material events were identified that require adjustment to the financial statements or additional disclosure. Basic (loss) earnings per share Basic (loss) earnings per share are calculated based on the weighted average number of shares outstanding for all periods presented. No stock options, warrants, or other potentially dilutive convertible securities were outstanding as of January 24, 2025, or January 26, 2024. 8 of 25 Recently issued accounting pronouncements and regulations 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 adoption of ASU No. 2019-10 did not have a material or significant impact on the Company’s Consolidated Financial Statements as it has been our policy to estimate and record credit losses on trade accounts receivable. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting – Improvements to Reportable Segments Disclosures. ASU No. 2023-07 enhances disclosures of significant segment expenses by requiring disclosure of significant segment expenses regularly provided to the chief operating decision maker (CODM), extending certain annual disclosures to interim periods, and permiting more than one measure of segment profit or loss to be reported under certain conditions. ASU No. 2023-07 is effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted, including adoption in any interim periods for which financial statements have not been issued. The Company is currently evaluating the guidance and its impact to the financial statements. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes – Improvements to Income Tax Disclosures. ASU 2023-09 is designed to strengthen the clarity and interpretation of income tax disclosures in order to better assess and understand the impact of taxes on an entity’s operations including risk and opportunities. ASU 2023-09 is effective for the Company in fiscal years beginning after December 15, 2024, our fiscal year 2026, and will be applied prospectively. The Company is currently evaluating the guidance and its impact to the financial statements. In March 2024, the SEC adopted rules to develop standardized climate-related disclosures by publicly traded companies, including the emission of greenhouse gases. The rules are currently effective for the Company in the fiscal year beginning in 2027. However, as a result of pending legal challenges, the actual timing of effectiveness of the rules and applicable phase-in periods, as well as whether portions of the rules will remain in effect after the legal challenges, are uncertain. The Company is currently evaluating the guidance and its impact on the financial statements. In November 2024 and January 2025, respectively, the FASB issued ASU No. 2024-03 and ASU No. 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures – Disaggregation of Income Statement Expenses. ASU 2024-03 and ASU No. 2025-01 seek to separately disaggregate expenses on inventory, employee compensation, depreciation and other items included within each income statement line item that contains these expenses. ASU 2024-03 is effective for the Company in fiscal years beginning after December 15, 2026, our fiscal year 2027, and will be applied prospectively. The Company is currently evaluating the guidance and its impact to the financial statements. Note 2 – Inventories, net : Inventories are comprised of the following at the respective period ends: Schedule of Inventories January 24, 2025 November 1, 2024 Meat, ingredients, and supplies $ 11,996 $ 10,314 Work in progress 1,610 2,633 Finished goods 22,646 20,391 Inventories, net $ 36,252 $ 33,338 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 estimated excess, obsolete inventories, or impaired balances 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 reserve for slow moving and obsolete inventory was $ 1,166 as of January 24, 2025 and $ 1,115 as of November 1, 2024. We maintain a net realizable value reserve of $ 1,413 as of January 24, 2025, and $ 1,467 as of November 1, 2024, on products in inventory after determining that the market value on some meat products could not cover the costs associated with completion and sale of the product. 9 of 25 Note 3 – Contingencies and Commitments : The Company generally leases warehouses 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 – Summary of Significant Accounting Policies — Leases. The Company leased three long-haul trucks received during fiscal year 2019. The six-year leases for these trucks would have expired in fiscal year 2025. We returned one long-haul truck on June 22, 2023, for a loss of $ 12 and returned the remaining two long-haul trucks on July 11, 2024, for a loss of $ 90 , in an effort to reduce the overall cost of delivering products. The Company leased one box truck for a market value of $ 27 on April 17, 2023, and that lease term is two years . The Company leased one refrigerated truck received on May 10, 2024, for a net present value of $166. The seven-year lease for this truck will expire in fiscal year 2031. Amortization of equipment as a finance lease was $ 6 during the twelve weeks ended January 24, 2025. The Company performed a detailed analysis and determined that the only indications of a long-term lease in addition to transportation leases for long-haul trucks through July 11, 2024 and for the refrigerated truck were the warehouse leases with Racine Partners 4333 LLC and Hogshed Ventures, LLC. The Company’s five -year term lease with Racine Partners 4333 LLC, was effective June 1, 2022. An ROU asset of $ 2,155 and corresponding liability for warehouse storage space of $ 2,222 as of January 24, 2025, was recorded for Racine Partners 4333 LLC for 43 rd Street in Chicago, Illinois. This lease does not provide an implicit rate and we estimated our incremental interest rate to be approximately 3.68 %. 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. We leased warehouse storage space from Hogshed Ventures, LLC for 40th Street in Chicago, Illinois, during fiscal year 2024. We leased this space under a non-cancelable operating lease. This lease terminated on June 30, 2024 and was not renewed. There is no further lease liability recorded as of January 24, 2025. We, as lessor, leased a parking lot in Anaheim, California with a five-year term effective May 29, 2024, to a tenant. Both current and non-current receivables less executory costs including broker’s commissions, were recorded in current and non-current liabilities in the amount of $ 170 and $ 649 , respectively, as of January 24, 2025. Unearned revenue was also recorded in current and non-current liabilities in the amount of $ 165 and $ 679 , respectively, in the consolidated balance sheets as of January 24, 2025 and November 1, 2024. This lease does not provide an implicit rate, and we estimated our incremental interest rate to be approximately 7.34 %. 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. Legal ownership does not transfer at the end of the lease. We retain ownership of the parking lot. There is no net book value of the underlying asset. The following is a schedule by years of future minimum lease payments for transportation leases and ROU assets: Schedule of Future Minimum Lease Payments Fiscal Year Financial Obligations 2025 $ 1,140 2026 1,226 2027 496 2028 259 Later Years 122 Total Minimum Lease Payments (a) $ 3,243 Less: Amount representing executory costs 52 Less: Amount representing interest (b) - Present value of future minimum lease payments (c) $ 3,295 (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 Part I. Financial Information, Item 1. a., Condensed Consolidated Balance Sheets, as current and noncurrent obligations are finance leases of $ 67 under other current liabilities and $ 161 under executive retirement, pension plans and other, respectively, and ROU leases payable of $ 1,117 and $ 1,950 are disclosed as line items current right-of-use leases payable and long-term right-of-use leases payable, respectively, as of January 24, 2025. We purchase large quantities of pork, beef, and flour. These ingredients are generally available from a number of different suppliers although the availability of these ingredients is subject to seasonal variation. We build ingredient inventories to take advantage of downward trends in seasonal prices or anticipated supply limitations. We purchase bulk flour under short-term fixed price contracts at current market prices. The contracts are usually effective for and settle within three months or less at a fixed price and quantity. We monitor and manage our ingredient costs to help negate volatile daily swings in market prices when possible. We do not participate in the commodity futures market or hedging to limit commodity exposure. 10 of 25 The Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters is not expected to have a material adverse effect on the Company’s consolidated financial position or results of operations. Note 4 – Segment Information : The Company has two reportable operating segments: Frozen Food Products (the processing and distribution of frozen food 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 (“SG&A”) expenses include corporate accounting, information systems, human resource management and marketing, which are managed at the corporate level. These activities are allocated to each operating segment based on revenues and/or actual usage. Assets managed at the corporate level are not attributable to each operating segment and thus have been included as “other” in the accompanying segment information. The following segment information is presented for the twelve weeks ended January 24, 2025, and January 26, 2024, respectively. Schedule of Segment Reporting Information, by Segment Twelve weeks Ended January 24, 2025 Frozen Food Products Snack Food Products Other Totals Segment Information Twelve weeks Ended January 24, 2025 Frozen Food Products Snack Food Products Other Totals Sales $ 14,529 $ 38,016 $ - $ 52,545 Cost of products sold 10,584 29,076 - 39,660 Gross margin 3,945 8,940 - 12,885 SG&A 3,370 11,543 - 14,913 Gain on sale of property, plant, and equipment - ( 16 ) - ( 16 ) Operating income (loss) 575 ( 2,587 ) - ( 2,012 ) Total assets $ 16,464 $ 113,231 $ 23,681 $ 153,376 Additions to PP&E $ 247 $ 284 $ - $ 531 Twelve weeks Ended January 26, 2024 Frozen Food Products Snack Food Products Other Totals Sales $ 14,399 $ 40,443 $ - $ 54,842 Cost of products sold 10,286 28,518 - 38,804 Gross margin 4,113 11,925 - 16,038 SG&A 3,441 11,586 - 15,027 Operating income 672 339 - 1,011 Total assets $ 16,120 $ 121,223 $ 29,412 $ 166,755 Additions to PP&E $ 822 $ 1,038 $ - $ 1,860 11 of 25 The following information further disaggregates our sales to customers by major distribution channel and customer type for the twelve weeks ended January 24, 2025, and January 26, 2024, respectively. Schedule of Disaggregates Our Sales to Customers Twelve weeks Ended January 24, 2025 Distribution Channel Retail (a) Foodservice (b) Totals Direct-store-delivery $ 26,707 $ - $ 26,707 Direct customer warehouse 11,309 - 11,309 Total Snack Food Products 38,016 - 38,016 Distributors 2,617 11,912 14,529 Total Frozen Food Products 2,617 11,912 14,529 Totals $ 40,633 $ 11,912 $ 52,545 Twelve weeks Ended January 26, 2024 Distribution Channel Retail (a) Foodservice (b) Totals Direct-store-delivery $ 27,986 $ - $ 27,986 Direct customer warehouse 12,457 - 12,457 Total Snack Food Products 40,443 - 40,443 Distributors 2,684 11,715 14,399 Total Frozen Food Products 2,684 11,715 14,399 Totals $ 43,127 $ 11,715 $ 54,842 (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. 12 of 25 Note 5 – Income Taxes : The Company’s effective tax rate was 28.9 % and 29.2 % for the first quarter of fiscal years 2025 and 2024, respectively. The effective tax rate for the first quarter of fiscal year 2025 reflects the impact of $ 453 of tax benefit. As of January 24, 2025, 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 2022 and determined that some of its California net operating losses (“NOL”) may not be utilized. Therefore, a valuation allowance of $ 99 has been retained for such portion of the California NOL. As of January 24, 2025, the Company had NOL carryforwards of approximately $ 0 for federal and $ 5,000 for state purposes. The state loss carryforwards will expire at various dates through 2040. Our federal income tax returns are open to audit under the statute of limitations for the fiscal years 2021 through 2023. We are subject to income tax in Texas and various other state taxing jurisdictions. Our state income tax returns are open to audit under the statute of limitations for the fiscal years 2020 through 2023. Note 6 – Equipment Notes Payable and Financial Arrangements : Revolving Credit Facility On November 30, 2024, we entered into a sixth amendment to the credit agreement with Wells Fargo Bank, N.A. dated March 1, 2018, as amended, and also executed a revolving line of credit note pursuant to the amendment. The revolving line of credit note replaces the existing note that expired by its terms on November 30, 2024. Under the terms of this amendment and the revolving line of credit note, we may borrow up to $ 7,500 from time to time up to November 30, 2025 , at an interest rate equal to (a) the daily simple secured overnight financing rate plus 2.0%, or if unavailable, (b) the prime rate, in each case as determined by the bank. The line of credit has an unused commitment fee of 0.35 % of the available loan amount, payable on a quarterly basis. Amounts may be repaid and reborrowed during the term of the note. Accrued interest is payable on the first day of each month and the outstanding principal balance and remaining interest are due and payable on November 30, 2025. Equipment Note 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”). The following table reflects major components of our revolving credit facility and equipment note payable as of January 24, 2025, and November 1, 2024, respectively. Schedule of Line of Credit and Equipment Note Payable January 24, 2025 November 1, 2024 Revolving credit facility $ - $ - Equipment note payable: 3.68 % note due 04/16/27 , out of lockout 04/17/22 2,609 2,786 Total debt 2,609 2,786 Less current debt ( 1,091 ) ( 1,084 ) Total long-term debt $ 1,518 $ 1,702 Loan Covenants The Wells Fargo Loan Agreements and the credit agreement contain various affirmative and negative covenants that limit the use of funds and define other provisions of the loans. Material financial covenants are listed below, and the capitalized terms are defined in the applicable agreements: ● Total Liabilities divided by Tangible Net Worth not greater than 2.0 to 1.0 at each fiscal quarter end, ● Quick Ratio not less than 1.25 to 1.0 at each fiscal quarter end, and ● Fixed Charge Coverage Ratio not less than 1.25 to 1.0 at each fiscal quarter end. As of January 24, 2025, the Company was in violation of the Fixed Charge Coverage Ratio covenant which was subsequently waived for the fiscal quarter ended January 24, 2025 (per letter dated March 6, 2025). The Company was in compliance with all loan covenants as of November 1, 2024. 13 of 25 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (dollars in thousands) CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements included within in this Report, and the information and documents incorporated by reference with this Report, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Report or incorporated by reference into this Report are forward-looking statements. These statements include, among other things, any predictions of earnings, revenues, expenses or other financial items; plans or expectations with respect to our business strategy; statements concerning industry trends; statements regarding anticipated demand for our products, or the products of our competitors; statements relating to manufacturing forecasts; statements relating to forecasts of our liquidity position or available cash resources; statements regarding operational challenges, including as a result of global supply chain disruptions and labor shortages; statements regarding inflationary pressures, including increased costs for labor and freight, and the resulting impact on our results of operations; statements regarding new regulations related to federal income tax and the impact on our financial statements and cash flow; statements regarding the impact of the adoption of recent accounting pronouncements on our business; and statements relating to the assumptions underlying any of the foregoing. Throughout this Report, we have attempted to identify forward-looking statements by using words such as “may,” “believe,” “will,” “could,” “project,” “anticipate,” “expect,” “estimate,” “should,” “continue,” “potential,” “plan,” “forecasts,” “goal,” “seek,” “intend,” other forms of these words or similar words or expressions or the negative thereof (although not all forward-looking statements contain these words). Such forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause our actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: general economic and business conditions; macroeconomic conditions, including global financial pressures, inflation, market volatility, and recessionary concerns; success of operating initiatives; development and operating costs; trends impacting the purchasing behavior of our customers and consumers; advertising and promotional efforts; adverse publicity; acceptance of new product offerings; consumer trial and frequency; changes in business strategy or development plans; availability, terms and deployment of capital; availability of qualified personnel; commodity, labor, and employee benefit costs; changes in, or failure to comply with, government regulations; weather conditions, including the effects of climate change and changes in the regulatory environment and consumer demand to mitigate these effects; construction schedules; the impact of the COVID-19 pandemic on our production facilities, supply chain, consumer demand, and cost of products sold; the impact of competitive products and pricing, and other factors referenced in this Report as well as in our other filings with the Securities and Exchange Commission (the “SEC”). In addition, actual results may differ as a result of additional risks and uncertainties of which we are currently unaware or which we do not currently view as material to our business. We have based our forward-looking statements on our current expectations and projections about trends affecting our business and industry and other future events. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. Assumptions relating to budgeting, marketing, and other management decisions are subjective in many respects and thus susceptible to interpretations and periodic revisions based on actual experience and business developments, the impact of which may cause us to alter our marketing, capital expenditure or other budgets, which may in turn affect our business, financial position, results of operations and cash flows. The reader is therefore cautioned not to place undue reliance on forward-looking statements contained herein and to consider other risks detailed more fully in our Annual Report on Form 10-K for the fiscal year ended November 1, 2024 (the “Annual Report”) as well as our other filings with the SEC with the understanding that our future results may be materially different from what we currently expect. The forward-looking statements we make speak only as of the date on which they are made. We expressly disclaim any intent or obligation to update any forward-looking statements after the date hereof to conform such statements to actual results or to changes in our opinions or expectations. If we do update or correct any forward-looking statements, readers should not conclude that we will make additional updates or corrections. 14 of 25 Critical Accounting Policies and Management Estimates The preparation of our Condensed Consolidated Financial Statements in conformity with generally accepted accounting principles in the United States of America 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 and the reported revenues and expenses during the respective reporting periods. Some of the estimates needed to be made by management include the allowance for doubtful accounts, promotional and returns allowances, inventory reserves, the estimated useful lives of property and equipment, and the valuation allowance for the Company’s deferred tax assets. Actual results could materially differ from these estimates. We determine the amounts to record based on historical experience and various other assumptions that we view as reasonable under the circumstances and consider all relevant available information. The results of this analysis form the basis for our conclusion as to the value of assets and liabilities that are not readily available from other independent sources. Amounts estimated related to liabilities for self-insured workers’ compensation, employee healthcare and pension benefits are especially subject to inherent uncertainties and these estimated liabilities may ultimately settle at amounts which vary from our current estimates. Current accounting principles require that our pension benefit obligation be measured using an internal rate of return (“IRR”) analysis to be included in the discount rate selection process. The IRR calculation for the Retirement Plan for Employees of Bridgford Foods Corporation is measured annually and based on the Citigroup Pension Discount Rate. The Citigroup Pension Discount Rate as of January 31, 2025, was 5.57% as compared to 5.16% as of November 1, 2024. The discount rate applied can significantly affect the value of the projected benefit obligation as well as the net periodic benefit cost. Our credit risk is diversified across a broad range of customers and geographic regions. Losses due to credit risk have recently been immaterial. The allowance for credit losses on accounts receivable is based on historical trends and current collection risk. We have significant receivables with a couple of large, well-known customers which, although historically secure, could be subject to material risk should these customers’ operations suddenly deteriorate. We monitor these customers closely to minimize the risk of loss. We record the cash surrender 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. We provide tax reserves for federal, state, local and international exposures relating to audit results, tax planning initiatives and compliance responsibilities. The development of these reserves requires judgments about tax issues, potential outcomes, and timing, and is a subjective estimate. Although the outcome of these tax audits is uncertain, in management’s opinion adequate provisions for income taxes have been made for potential liabilities, if any, resulting from these reviews. Actual outcomes may differ materially from these estimates. We assess the recoverability of our long-lived assets on a quarterly basis or whenever adverse events or changes in circumstances or business climate indicate that expected undiscounted future cash flows related to such long-lived assets may not be sufficient to support the net book value of such assets. If undiscounted cash flows are not sufficient to support the recorded assets, we recognize an impairment to reduce the carrying value of the applicable long-lived assets to their estimated fair value. We participate in “multiemployer” pension plans administered by labor unions on behalf of their employees. We pay monthly contributions to union trust funds, a portion of which is used to fund pension benefit obligations to plan participants. The contribution amount may change depending upon the ability of participating companies to fund these pension liabilities as well as the actual and expected returns on pension plan assets. Should we withdraw from the union and cease participation in a union plan, federal law could impose a penalty for additional contributions to the plan. The penalty would be recorded as an expense in the consolidated statement of operations. The ultimate amount of the withdrawal liability is dependent upon several factors including the funded status of the plan and contributions made by other participating companies. On May 22, 2024, we transitioned our pension plan assets held with Morgan Stanley Smith Barney LLC to align with our updated investment policy statement to shift away from equities to fixed income. This derisking strategy helps establish a basis for our investment results as well as helping to ensure that assets of the Plan are managed in accordance with the Employment Retirement Income Security Act (“ERISA”) of 1974 and regulations pertaining thereto. We are subject to the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act (collectively, the “PPACA”). Requirements of the law include the removal of the lifetime limits on active and retiree medical coverage, expanding dependent coverage to age 26 and the elimination of pre-existing conditions that may impact other postretirement benefits costs. The PPACA law also includes a potential excise tax on the value of benefits that exceed a pre-defined limit. Fortunately, this potential tax has been indefinitely deferred and we do not see significant financial exposure. Finally, the PPACA includes provisions that require employers to offer health benefits to all full-time employees (defined as 30 hours per week). The health coverage must meet minimum standards for the actuarial value of the benefits offered and employee affordability. We believe that the current administration seems more likely to enhance the scope and coverage associated with PPACA than to repeal or significantly change this law. The recent legislative packages related to pandemic relief included some minor provisions that will impact health benefits in the future. These changes most prominently focus on the impact of surprise balance bills from out-of-network providers. Our health care plans as they exist in 2025 are compliant with all applicable regulations that currently exist. As we look to the future, we anticipate that future legislative action will impact the plans offered to active and retired participants. As we have done in the past, our executive team will continue to assess the accounting implications of the PPACA and potential future legislation to determine the impact on our financial position and results of operations. The potential future effects and cost of complying with the legislative changes are not currently determinable. 15 of 25 Customer Concentration > 20% of AR or >10% of Sales The table below shows customers that accounted for more than 20% of consolidated accounts receivable (“AR”) or 10% of consolidated sales for the twelve weeks ended January 24, 2025, and January 26, 2024, respectively. Walmart Dollar General Sales AR Sales AR January 24, 2025 28.2 % 25.9 % 12.6 % 17.9 % January 26, 2024 28.4 % 24.7 % 15.5 % 19.1 % Revenue recognition Revenues are recognized in accordance with ASC 606 – Revenue from Contracts with Customers upon passage of title to the customer, typically upon product pick-up, shipment, or delivery to customers. Products are delivered to customers primarily through common carrier, or through a Company owned direct-store-delivery system. Overview of Reporting Segments We operate in two business segments – the processing and distribution of frozen food products (the “Frozen Food Products segment”), and the processing and distribution of snack food products (the “Snack Food Products segment”). For information regarding the separate financial performance of the business segments refer to Note 4 — Segment Information of the Notes to the Condensed Consolidated Financial Statements included in this Report. We manufacture and distribute an extensive line of food products, including biscuits, bread dough items, roll dough items, dry sausage products and beef jerky. Frozen Food Products Segment Our Frozen Food Products segment primarily manufactures and distributes biscuits, bread dough items, roll dough items and shelf stable sandwiches. All items within this segment are considered similar products and have been aggregated at this level. Our frozen food business covers the United States. We have shifted away from Company-leased long-haul vehicles toward less costly transportation methods such as common carriers. Products produced by the Frozen Food Products segment are generally supplied to food service and retail distributors who take title to the product upon shipment receipt through third-party logistic providers/carriers. We leverage relationships with regional sales managers, and we maintain a network of independent food service and retail brokers covering most of the United States. Brokers are compensated on a commission basis. We believe that our brokers, in close cooperation with our regional sales managers, are a valuable asset providing significant new products and customer opportunities. Regional sales managers perform several significant functions for us, including identifying and developing new business opportunities and providing customer service and support to our distributors and end purchasers often with the assistance of our broker partners. Snack Food Products Segment Our Snack Food Products segment primarily distributes products manufactured by us. All items within this segment are considered similar products and have been aggregated at this level. The dry sausage division includes products such as jerky, meat snacks, salami, sausage, and pepperoni products. During the first quarter of fiscal year 2025, our snack food products division sold approximately 170 different items through customer-owned distribution centers and a direct-store-delivery network serving approximately 21,000 supermarkets, mass merchandise and convenience retail stores located in all 50 states. Products produced or distributed by the Snack Food Products segment are supplied to customers through either direct delivery to customer warehouses or direct-store-delivery to retail locations. We utilize customer managed warehouse distribution centers to lower distribution cost. Products delivered to the customer’s warehouse are then distributed to the store where they are resold to the end consumer. Our direct-store-delivery system focus emphasizes high quality service and supply of our premium branded products to our customers. We also provide the service of setting up and maintaining the display and restocking our products. Results of Operations for the Twelve Weeks Ended January 24, 2025, and January 26, 2024 Net Sales-Consolidated Net sales decreased by $2,297 (4.2%) to $52,545 in the first twelve-week period of the 2025 fiscal year compared to the same twelve-week period in fiscal year 2024. The changes in net sales were comprised as follows: Impact on Net Sales-Consolidated % $ Selling price per pound 2.7 1,644 Unit sales volume in pounds -6.2 (3,732 ) Returns activity -1.3 (633 ) Promotional activity 0.6 424 Decrease in net sales -4.2 (2,297 ) 16 of 25 Net Sales-Frozen Food Products Segment Net sales in the Frozen Food Products segment increased by $130 (0.9%) to $14,529 in the first twelve-week period of the 2025 fiscal year compared to the same twelve-week period in fiscal year 2024. The changes in net sales were comprised as follows: Impact on Net Sales-Frozen Food Products % $ Selling price per pound 1.7 276 Unit sales volume in pounds -1.6 (267 ) Returns activity -0.1 (12 ) Promotional activity 0.9 133 Increase in net sales 0.9 130 Net sales for the Frozen Food Products segment increased slightly due to higher selling prices per pound partially offset by lower unit sales volume in pounds compared to the same period in the prior year. Other institutional Frozen Food Products dollar sales, including sheet dough and rolls, increased 3% and retail dollar sales volume decreased by 3% resulting in relatively consistent net sales compared to the same period last year. Consumers continue to be willing to visit foodservice establishments despite inflationary conditions. Returns activity increased slightly compared to the same twelve-week period in the 2024 fiscal year. Promotional activity was lower during the fiscal year 2025 period. Net Sales-Snack Food Products Segment Net sales in the Snack Food Products segment decreased by $2,427 (6.0%) to $38,016 in the first twelve-week period of the 2025 fiscal year compared to the same twelve-week period in fiscal year 2024. The changes in net sales were comprised as follows: Impact on Net Sales-Snack Food Products % $ Selling price per pound 3.1 1,368 Unit sales volume in pounds -7.9 (3,465 ) Returns activity -1.8 (621 ) Promotional activity 0.6 291 Decrease in net sales -6.0 (2,427 ) Net sales of Snack Food Products decreased due to lower unit sales volume in pounds through our direct-store-delivery distribution channel partially offset by higher selling prices per pound during the first quarter of fiscal year 2025. We believe demand decreased primarily due to inflationary pressures on consumer spending habits as consumers have pulled back on snack foods including meat product purchases. Market data indicates that, due to higher inflation and rising costs for basic needs, consumers are increasingly turning to private-label products to reduce their expenses. The weighted average selling price per pound increased compared to the same twelve-week period in the prior fiscal year due to price increases on select products with lower or negative margins. Returns activity increased compared to the same twelve-week period in the 2024 fiscal year. Promotional activity was lower than the same twelve-week period in fiscal year 2024 due to lower sales volume in pounds. Cost of Products Sold and Gross Margin-Consolidated Cost of products sold from continuing operations increased on a consolidated basis by $856 (2.2%) to $39,660 in the first twelve-week period of the 2025 fiscal year compared to the same twelve-week period in fiscal year 2024. The gross margin decreased to 24.5% in the first twelve-weeks of fiscal year 2025 compared to 29.2% in the same twelve-week period in fiscal year 2024. Change in Cost of Products Sold by Segment $ Consolidated % Commodity $ Increase (Decrease) Frozen Food Products Segment 298 0.8 (65 ) Snack Food Products Segment 558 1.4 845 Total 856 2.2 780 17 of 25 Cost of Products Sold-Frozen Food Products Segment Cost of products sold in the Frozen Food Products segment increased by $298 (2.9%) to $10,584 in the first twelve-week period of the 2025 fiscal year compared to the same twelve-week period in fiscal year 2024. The cost of purchased flour decreased by approximately $65 based on global economic conditions in the first twelve-week period of fiscal year 2025 compared to the same twelve-week period in fiscal year 2024. The cost of eggs has increased by $33 compared to the prior year period due to concerns over the avian influenza and available inventory from suppliers. The gross margin decreased to 27.2% in the first twelve-weeks of fiscal year 2025 compared to 28.6% in the same twelve-week period in fiscal year 2024. Gross overhead increased as a result of higher healthcare expenses and temporary labor costs. Cost of Products Sold-Snack Food Products Segment Cost of products sold in the Snack Food Products segment increased by $558 (2.0%) to $29,076 in the first twelve-week period of the 2025 fiscal year compared to the same twelve-week period in fiscal year 2024 due to higher meat commodity costs. The cost of significant meat commodities increased partially due to a limited supply of cattle ready for market by approximately $845 in the first twelve-week period of fiscal year 2025 compared to the same period in fiscal year 2024. The gross margin decreased to 23.5% in the first twelve-weeks of fiscal year 2025 compared to 29.5% in the same twelve-week period in fiscal year 2024. We decreased our net realizable value reserve by $54 during the twelve weeks ended January 24, 2025, in consideration of changes in product mix to meet customer orders. We maintain a net realizable reserve of $1,413 on products as of January 24, 2025, after determining that the market value on some meat products could not cover the costs associated with completion and sale of the product. Freight costs increased by $492 during the first twelve-week period of the 2025 fiscal year compared to the same twelve-week period in the prior year. Selling, General and Administrative Expenses-Consolidated Selling, general and administrative expenses (“SG&A”) decreased by $114 (0.8%) to $14,913 in the first twelve-week period of fiscal year 2025 compared to the same twelve-week period in the prior fiscal year. The table below summarizes the significant expense increases (decreases) included in this category: 12 Weeks Ended Expense January 24, 2025 January 26, 2024 Increase (Decrease) Provision for bad debt $ 357 $ (7 ) $ 364 Product advertising 2,040 2,235 (195 ) Insurance expenses 288 459 (171 ) Other SG&A 12,228 12,340 (112 ) Total - SG&A $ 14,913 $ 15,027 $ (114 ) The provision for bad debt increased due to the credit losses related to the bankruptcy filing of one of our customers, Big Lots, in the amount of $364. Lower sales commissions due to lower sales volume in pounds resulted in lower wages and bonus expenses in the first twelve weeks of the 2025 fiscal year compared to the same period in the prior fiscal year. The decrease in insurance expenses was driven by exiting unfavorable insurance policies early to take advantage of more competitive pricing. None of the changes individually or as a group of expenses in “Other SG&A” were significant enough to merit separate disclosure. The major components comprising the decrease of “Other SG&A” expenses were lower vehicle repairs and lower product advertising partially offset by higher outside consulting fees. Selling, General and Administrative Expenses-Frozen Food Products Segment SG&A expenses in the Frozen Food Products segment decreased by $71 (2.1%) to $3,370 in the first twelve-week period of fiscal year 2025 compared to the same twelve-week period in the prior fiscal year. The overall decrease in SG&A expenses was due to a decrease in insurance expense and lower product advertising partially offset by higher healthcare expenses and outside consulting fees. Selling, General and Administrative Expenses-Snack Food Products Segment SG&A expenses in the Snack Food Products segment decreased by $43 (0.4%) to $11,543 in the first twelve-week period of fiscal year 2025 compared to the same twelve-week period in the prior fiscal year. Most of the decrease was due to lower wages and bonuses and decreased fees paid under brand licensing agreements partially offset by higher healthcare and office supply expense. 18 of 25 Income Taxes-Consolidated Income tax for the twelve weeks ended January 24, 2025, and January 26, 2024, respectively, was as follows: January 24, 2025 January 26, 2024 (Benefit on) provision for income taxes $ (453 ) $ 510 Effective tax rate 28.9 % 29.2 % We recorded a benefit for income taxes of $453 for the twelve-week period ended January 24, 2025, and a provision for income taxes of $510 for the twelve-week period ended January 26, 2024, related to federal and state taxes, based on the Company’s expected annual effective tax rate. The effective income tax rate differed from the applicable mixed statutory rate of approximately 26.4% due to non-deductible meals and entertainment, non-taxable gains and losses on life insurance policies, and state income taxes. Liquidity and Capital Resources The principal source of operating cash flows is cash receipts from the sale of our products, net of costs to manufacture, store, market and deliver such products. We evaluate cash and cash equivalents related to borrowing capacity and short-term and long-term investments. We normally fund our operations from cash balances and cash flow generated from operations. Recent losses may necessitate short-term or long-term borrowing to fund inventory purchases to meet customer orders. We are most focused on restoring profitability to the Company by driving top-line revenue growth and reducing costs. In line with this focus, the Company is in discussions with several companies regarding private-label product arrangements with the goal of increasing product sales volume. Market data indicates that due to higher inflation and rising costs for basic needs, consumers are increasingly turning to private-label products to reduce their expenses. The Company is also seeking bids on its production materials to drive increased competition among its vendors while maintaining quality inputs at the best possible price. Additionally, we have maintained a revolving line of credit with Wells Fargo Bank, N.A. pursuant to the terms of the credit agreement dated March 1, 2018, as amended to date (the “Credit Agreement”). On November 30, 2024, we entered into a sixth amendment to the Credit Agreement, as amended, and also executed a revolving line of credit note pursuant to the amendment. The revolving line of credit note replaces the existing note that expired by its terms on November 30, 2024. Under the terms of this amendment and the revolving line of credit note, we may borrow up to $7,500 from time to time up to November 30, 2025. Refer to Note 6 – Equipment Notes Payable and Financial Arrangements to the Condensed Consolidated Financial Statements included within this Report for further information. As of January 24, 2025, we had $1,091 of current debt on equipment loans, $59,735 of net working capital and $7,500 available under our revolving line of credit with Wells Fargo Bank, N.A. Additionally as of January 24, 2025, the Company was in violation of the Fixed Charge Coverage Ratio covenant of the Credit Agreement, which was subsequently waived for the fiscal quarter ended January 24, 2025 (per letter dated March 6, 2025). All of our operating segments have been impacted by inflation, including higher costs for labor, freight and specific materials related to product manufacturing and delivery. We expect this trend to continue through the remainder of fiscal year 2025. Additionally, commodity costs, including meat and flour costs, have and may continue to fluctuate due to both political and economic conditions, including the ongoing conflict between Ukraine and Russia and Israel and Palestine. Despite higher commodity costs like we experienced in fiscal year 2022 and again in fiscal year 2024, we may not be able to increase our product prices in a timely manner or sufficiently to offset such increased commodity or other costs due to consumer price sensitivity, pricing in relation to competitors and the reluctance of retailers to accept the price increase. Instances of higher interest rates, general price inflation or deflation, higher raw materials costs, labor shortages or supply chain issues could adversely affect the Company’s financial results and its liquidity. Higher product prices could potentially lower demand for our products and decrease volume. Management believes there are various options available to generate additional liquidity to repay debt or fund operations such as mortgaging real estate, should that be necessary. Our ability to increase liquidity will depend upon, among other things, our business plans, the performance of operating divisions, and economic conditions of capital markets. If we are unable to increase liquidity through mortgaging real estate or additional borrowing, or generate positive cash flow necessary to fund operations, we may not be able to compete successfully, which could negatively impact our business, operations, and financial condition. With the cash expected to be generated from the Company’s operations, we anticipate that we will maintain sufficient liquidity to operate our business for at least the next twelve months. We will continue to monitor the impact of inflation and interest rate volatility on our liquidity and, if necessary, take action to preserve liquidity and ensure that our business can operate during these uncertain times. 19 of 25 Cash flows from operating activities for the twelve weeks ended: January 24, 2025 January 26, 2024 Net (loss) income $ (1,113 ) $ 1,235 Adjustments to reconcile net (loss) income to net cash used in operating activities: Depreciation and amortization 1,522 1,545 Provision for credit losses on accounts receivable 357 (7 ) Decrease in promotional allowances 4 891 Gain on sale of property, plant, and equipment (16 ) - Changes in operating working capital (5,358 ) (4,367 ) Net cash used in operating activities $ (4,604 ) $ (703 ) For the twelve weeks ended January 24, 2025, net cash used in operating activities was $4,604, which was $3,901 more cash used than during the same period in fiscal year 2024. The increase in net cash used by operating activities primarily relates to an increase in inventory of $2,914 and an increase in prepaid expenses and other current assets of $1,760, a decrease in accounts payable of $1,641 and a net loss of $1,113 partially offset by a decrease in accounts receivable of $1,455. During the twelve-week period ended January 24, 2025, we did not contribute towards our defined benefit pension plan. Plan funding strategies may be adjusted depending upon economic conditions, investment options, tax deductibility, or recent legislative changes in funding requirements. Our cash conversion cycle (defined as days of inventory and trade receivables less days of trade payables outstanding) was equal to 74 days for the twelve-week period ended January 24, 2025. The decrease in the cash conversion cycle from 84 days to 74 days for the twelve-week period ended January 26, 2024, was due to lower average days in inventory compared to the same period in the prior year. Cash flows from investing activities for the twelve weeks ended: January 24, 2025 January 26, 2024 Proceeds from sale of property, plant, and equipment $ 6 $ - Additions to property, plant, and equipment (531 ) (1,860 ) Net cash used in investing activities $ (525 ) $ (1,860 ) Expenditures for property, plant and equipment include the acquisition of equipment, upgrading of facilities to maintain operating efficiency and investments in cost effective technologies to lower costs. In general, we capitalize the cost of additions and improvements and expense the cost for repairs and maintenance. We may also capitalize costs related to improvements that extend the life, increase the capacity, or improve the efficiency of existing machinery and equipment. Specifically, capitalization of upgrades of facilities to maintain operating efficiency include acquisitions of machinery and equipment used on packaging lines and refrigeration equipment used to process food products. The table below highlights additions to property, plant and equipment for the twelve weeks ended: January 24, 2025 January 26, 2024 Changes in projects in process $ (68 ) $ 1,039 Direct-store-delivery and sales vehicles 446 476 Packaging lines 18 - Computer hardware and software - 345 Temperature control 30 - Processing equipment 80 - Furniture and fixtures and forklifts 25 - Additions to property, plant, and equipment $ 531 $ 1,860 Cash flows from financing activities for the twelve weeks ended: January 24, 2025 January 26, 2024 Change in lease and right-of-use obligations $ (264 ) $ (327 ) Repayment of notes payable - equipment (178 ) (170 ) Net cash used in financing activities $ (442 ) $ (497 ) Our stock repurchase program was approved by our Board of Directors in November 1999 and was expanded in June 2005. Under the stock repurchase program, we are authorized, at the discretion of management and our Board of Directors, to purchase up to an aggregate of 2,000,000 shares of our common stock on the open market. As of January 24, 2025, 120,113 shares remained authorized for repurchase under the program. 20 of 25 Revolving Credit Facility On November 30, 2024, we entered into a sixth amendment to the credit agreement with Wells Fargo Bank, N.A. dated March 1, 2018, as amended, and also executed a revolving line of credit note pursuant to the amendment. The revolving line of credit note replaces the existing note that expired by its terms on November 30, 2024. Under the terms of this amendment and the revolving line of credit note, we may borrow up to $7,500 from time to time up to November 30, 2025, at an interest rate equal to (a) the daily simple secured overnight financing rate plus 2.0%, or if unavailable, (b) the prime rate, in each case as determined by the bank. The line of credit has an unused commitment fee of 0.35% of the available loan amount, payable on a quarterly basis. Amounts may be repaid and reborrowed during the term of the note. Accrued interest is payable on the first day of each month and the outstanding principal balance and remaining interest are due and payable on November 30, 2025. Equipment Notes Payable On each of December 26, 2018, April 18, 2019, December 19, 2019, March 5, 2020, and April 17, 2020, we entered into master collateral loan and security agreements with Wells Fargo Bank, N.A. (collectively referred to as the “Wells Fargo Loan Agreements”). The following table reflects major components of our revolving credit facility and equipment note payable as of January 24, 2025, and November 1, 2024, respectively. January 24, 2025 November 1, 2024 Revolving credit facility $ - $ - Equipment note payable: 3.68% note due 04/16/27, out of lockout 04/17/22 2,609 2,786 Total debt 2,609 2,786 Less current debt (1,091 ) (1,084 ) Total long-term debt $ 1,518 $ 1,702 Loan Covenants The Wells Fargo Loan Agreements and the credit agreement contain various affirmative and negative covenants that limit the use of funds and define other provisions of the loans. Material financial covenants are listed below, and the capitalized terms are defined in the applicable agreements: ● Total Liabilities divided by Tangible Net Worth not greater than 2.0 to 1.0 at each fiscal quarter end, ● Quick Ratio not less than 1.25 to 1.0 at each fiscal quarter end, and ● Fixed Charge Coverage Ratio not less than 1.25 to 1.0 at each fiscal quarter end. As of January 24, 2025, the Company was in violation of the Fixed Charge Coverage Ratio covenant which was subsequently waived for the fiscal quarter ended January 24, 2025 (per letter dated March 6, 2025). Recently issued accounting pronouncements and regulations 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 adoption of ASU No. 2019-10 did not have a material or significant impact on the Company’s Consolidated Financial Statements as it has been our policy to estimate and record credit losses on trade accounts receivable. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting – Improvements to Reportable Segments Disclosures. ASU No. 2023-07 enhances disclosures of significant segment expenses by requiring disclosure of significant segment expenses regularly provided to the chief operating decision maker (CODM), extending certain annual disclosures to interim periods, and permitting more than one measure of segment profit or loss to be reported under certain conditions. ASU No. 2023-07 is effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted, including adoption in any interim periods for which financial statements have not been issued. The Company is currently evaluating the guidance and its impact on the financial statements. 21 of 25 In December 2023, the FASB issued ASU No. 2023-09, Income Taxes – Improvements to Income Tax Disclosures. ASU 2023-09 is designed to strengthen the clarity and interpretation of income tax disclosures in order to better assess and understand the impact of taxes on an entity’s operations including risk and opportunities. ASU 2023-09 is effective for the Company in fiscal years beginning after December 15, 2024, our fiscal year 2026, and will be applied prospectively. The Company is currently evaluating the guidance and its impact to the financial statements. In March 2024, the SEC adopted rules to develop standardized climate-related disclosures by publicly traded companies, including the emission of greenhouse gases. The rules are currently effective for the Company in the fiscal year beginning in 2027. However, as a result of pending legal challenges, the actual timing of effectiveness of the rules and applicable phase-in periods, as well as whether portions of the rules will remain in effect after the legal challenges, are uncertain. The Company is currently evaluating the guidance and its impact on the financial statements. In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures – Disaggregation of Income Statement Expenses. ASU 2024-03 seeks to separately disaggregate expenses on inventory, employee compensation, depreciation and other items included within each income statement line item that contains these expenses. ASU 2024-03 is effective for the Company in fiscal years beginning after December 15, 2026, our fiscal year 2027, and will be applied prospectively. The Company is currently evaluating the guidance and its impact to the financial statements. In January 2025, the FASB issued ASU No. 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures – Disaggregation of Income Statement Expenses. ASU 2025-01 seeks to separately disaggregate expenses on inventory, employee compensation, depreciation and other items included within each income statement line item that contains these expenses. ASU 2025-01 is effective for the Company in fiscal years beginning after December 15, 2026, our fiscal year 2027, and will be applied prospectively. The Company is currently evaluating the guidance and its impact to the financial statements. Off-Balance Sheet Arrangements We are not engaged in any “off-balance sheet arrangements” within the meaning of Item 303(b) of Regulation S-K. Item 3. Quantitative and Qualitative Disclosures about Market Risk Not required for smaller reporting companies. Item 4. Controls and Procedures 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 a cost-effective control system, misstatements due to error or fraud may occur and not be detected. 22 of 25 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 Reporting There have been no changes in our internal controls over financial reporting other than those discussed above that occurred during the fiscal quarter ended January 24, 2025, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. Part II. Other Information Item 1. Legal Proceedings From time to time, we are involved in various legal proceedings, disputes, and other claims arising in the ordinary course of business. Although the results of these ordinary course matters cannot be predicted with certainty, we currently believe that the final outcome of these ordinary course matters will not, individually or in the aggregate, have a material adverse effect on our business, results of operations, financial condition, or cash flows. However, regardless of the merit of the claims raised or the outcome, these ordinary course matters can have an adverse impact on us as a result of legal costs, diversion of management’s time and resources, and other factors. Item 1A. Risk Factors The risk factors listed in Part I “Item 1A. Risk Factors” in the Annual Report should be considered with the information provided elsewhere in this Report, which could materially adversely affect our business, financial condition, or results of operations. Except as set forth below, there have been no material changes in our assessment of risk factors affecting our business since those presented in our Annual Report. The following risk factor amends and restates in its entirety the risk factor of the same heading set forth in the Annual Report. Fluctuations in commodity prices and the availability of raw materials could negatively impact our financial results. We purchase large quantities of commodity pork, beef, and flour. Historically, market prices for products we process have fluctuated in response to a number of factors, including changes in the United States government farm support programs, changes in international agricultural and trading policies, weather, and other conditions during the growing and harvesting seasons. Our operating results are heavily dependent upon the prices paid for raw materials, as well as the available supply of commodities. Commodity costs have and may continue to fluctuate due to political and economic conditions, including the ongoing conflict between Ukraine and Russia. Further, the potential for the imposition of new or additional U.S. tariffs on imports as well as potential retaliatory tariffs or other measures certain other countries may impose on U.S. imports has increased with the new U.S. federal administration. These actions could increase our cost of goods sold and negatively impact our business and operating results. Supply chain disruptions and delays as a result of any new tariff policies or trade restrictions could also negatively impact our cost of materials and production processes. The marketing of our value-added products does not lend itself to instantaneous changes in selling prices. In addition, if we increase prices to offset higher costs, we could experience lower demand for our products and sales volumes. Conversely, decreases in our commodity and other input costs may create pressure on us to decrease our prices. Changes in selling prices are relatively infrequent and do not compare with the volatility of commodity markets. If there is a lag between when costs increase and when we are able to increase selling prices, our profits margins may suffer. Production and pricing of commodities, on the other hand, are determined by constantly changing market forces of supply and demand over which we have limited or no control. Such factors include, among other things, weather patterns throughout the world, outbreaks of disease, the global level of supply inventories and demand for grains and other feed ingredients, as well as agricultural, energy and trade policies of domestic and foreign governments. While fluctuations in significant cost structure components, such as ingredient commodities and fuel prices, have had a significant impact on profitability over the last three years, the impact of general price inflation on our financial position and results of operations has also been significant. Current inflationary market conditions may have a negative impact on future earnings. Future volatility of general price inflation or deflation and raw material cost and availability could adversely affect our financial results. Item 2. Unregistered Sales of Equity Se curities and Use of Proceeds Recent Sales of Unregistered Securities None. Repurchase of Equity Securities No equity securities were repurchased during the first quarter of fiscal 2025. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable. Item 5. Other Information None. 23 of 25 Item 6. Exhibits Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith 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). 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). 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 (formatted as Inline XBRL and Contained in Exhibit 101). *Furnished herewith. 24 of 25 SIGNATURES Pursuant to the requirements 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 (Registrant) Dated: March 7, 2025 By: /s/ Cindy Matthews-Morales Cindy Matthews-Morales Chief Financial Officer, Secretary (Duly Authorized Officer, Principal Financial and Accounting Officer) 25 of 25