BRIDGFORD FOODS CORP 10-K

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations For a complete understanding, this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Consolidated Financial Statements and Notes to the Consolidated Financial Statements contained in this Report. Certain statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Report constitute forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934 (refer to Part I, Item 1. Business for more information). Results of Operations (dollars in thousands) Fiscal Year Ended October 31, 2025 (52 weeks) Compared to Fiscal Year Ended November 1, 2024 (52 weeks) Net Sales-Consolidated Net sales in fiscal year 2025 increased $7,341 (3.3%) when compared to the prior fiscal year. The changes in net sales were comprised as follows: Impact on Net Sales-Consolidated Percent Change (%) Total ($) Selling price per pound 3.7 9,086 Unit sales volume in pounds -0.5 (1,219 ) Returns activity -0.2 (618 ) Promotional activity 0.3 92 Increase in net sales 3.3 7,341 Net Sales-Frozen Food Products Segment Net sales in the Frozen Food Products segment in fiscal year 2025 decreased $363 (0.6%) compared to the prior fiscal year. The changes in net sales were comprised as follows: Impact on Net Sales-Frozen Food Products % $ Selling price per pound 2.2 1,447 Unit sales volume in pounds -2.7 (1,790 ) Returns activity - (7 ) Promotional activity -0.1 (13 ) Decrease in net sales -0.6 (363 ) 11 The slight decrease in net sales of frozen food products in fiscal year 2025 primarily relates to lower unit sales volume in pounds partially offset by higher selling prices per pound. Institutional frozen food products dollar sales, including sheet dough and rolls, decreased 2.1% resulting in lower net sales compared to last year, which was not fully offset by a retail dollar sales volume increase of 1.8%. Consumers are purchasing more from retail stores while visits to foodservice establishments have decreased compared to the 2024 fiscal year. In addition, production of frozen food products was temporarily reduced to accommodate necessary repairs on a spiral freezer that has since been completed. Returns activity remained consistent compared to the prior fiscal year. Promotional activity was higher as a percentage of sales and higher in dollars during fiscal year 2025. Net Sales-Snack Food Products Segment Net sales in the Snack Food Products segment in fiscal year 2025 increased $7,704 (4.7%) compared to the prior fiscal year. The changes in net sales were comprised as follows: Impact on Net Sales-Snack Food Products % $ Selling price per pound 4.2 7,639 Unit sales volume in pounds 0.3 571 Returns activity -0.2 (611 ) Promotional activity 0.4 105 Increase in net sales 4.7 7,704 Net sales of snack food products increased in fiscal year 2025 due to higher selling prices per pound and to a lesser extent higher unit sales volume in pounds. The weighted average selling price per pound increased compared to fiscal year 2024 due to price increases on select products with negative or lower margins. We believe demand increased primarily due to a shift in consumer spending habits toward purchasing less expensive private-label snack foods including meat product purchases in order to reduce their expenses. Returns activity increased compared to the prior fiscal year. Promotional activity was lower than in fiscal year 2024. Cost of Products Sold and Gross Margin-Consolidated Cost of products sold from continuing operations increased on a consolidated basis by $19,106 (11.4%) during fiscal year 2025 compared to the prior fiscal year. The gross margin decreased from 25.2% to 19.3% during fiscal year 2025 compared to the prior fiscal year. Change in Cost of Products Sold by Segment $ Consolidated % Commodity $ (Decrease) Increase Frozen Food Products Segment 1,398 0.8 (208 ) Snack Food Products Segment 17,708 10.6 6,261 Total 19,106 11.4 6,053 Cost of Products Sold and Gross Margin–Frozen Food Products Segment Cost of products sold in the Frozen Food Products segment increased by $1,398 (3.3%) in fiscal year 2025 compared to the prior fiscal year. Higher gross overhead, including increased costs for temporary labor and utilities, were the primary contributing factors to this increase. The cost of purchased flour decreased approximately $208 compared to the prior fiscal year. However, this decline was not enough to offset the increase in gross overhead and direct distribution costs. The gross margin percentage decreased from 27.4% to 24.5% during fiscal year 2025 compared to the prior fiscal year. Cost of Products Sold and Gross Margin-Snack Food Products Segment Cost of products sold in the Snack Food Products segment increased by $17,708 (14.2%) in fiscal year 2025 compared to the prior fiscal year with approximately $6,261 of this increase attributable to higher meat commodity costs resulting from higher pressure on the commodity market. We increased our net realizable value reserve by $170 during the fiscal year 2025 in consideration of pending price increases to customers to help mitigate the record increases in meat commodity costs. We maintain a net realizable reserve of $1,637 on products as of October 31, 2025, after determining that the market value on some meat products could not cover the costs associated with completion and sale of the product. We also faced increased utilities, labor and insurance costs further contributing to the growth in costs. The gross margin percentage decreased from 24.4% to 17.5% during fiscal year 2025 compared to the prior fiscal year. Selling, General and Administrative Expenses-Consolidated Selling, general and administrative expenses (“SG&A”) in fiscal year 2025 increased $1,012 (1.6%) when compared to the prior fiscal year. The increase in this category did not directly correspond to the change in sales. 12 The table below summarizes the primary expense variances in this category: October 31, 2025 (52 Weeks) November 1, 2024 (52 Weeks) Expense (Decrease) Increase Product advertising $ 7,379 $ 7,935 $ (556 ) Pension cost 232 (248 ) 480 Vehicle repairs and maintenance 1,363 1,820 (457 ) Outside consultants 3,229 2,773 456 Provision for bad debt 274 (126 ) 400 Healthcare cost 3,706 3,331 375 Travel expenses 2,954 2,639 315 Insurance expenses 1,681 1,984 (303 ) Outside storage 1,304 1,567 (263 ) Fuel 1,884 2,041 (157 ) Other SG&A 39,455 38,733 722 Total - SG&A 63,461 62,449 1,012 Product advertising decreased mainly due to renegotiation of commission percentages with brokers in the Frozen Food Products segment and decreased fees paid under brand licensing agreements in the Snack Food Products segment during fiscal year 2025. The increase in pension cost was a result of lower values in pension plan assets caused by the performance of the underlying markets that support them. Vehicle repairs and maintenance have decreased compared to the prior fiscal year period mainly due to regularly replacing fleet vehicles as they age. Outside consulting costs increased due to higher advisory services including cost analysis and reduction assistance, legal fees, inspection and product testing fees. The increase in the provision for bad debt was mainly the result of recent slowing in certain customer payments beyond terms. Healthcare costs have increased due to unfavorable claim trends. Travel expenses increased due to participation in food shows and in-person business meetings. The decrease in insurance expenses was driven by exiting unfavorable insurance policies early to take advantage of more competitive pricing. Outside storage decreased primarily as a result of the need for less warehouse capacity to store products before shipment to the direct-store-delivery warehouses and customers. The decrease in fuel expense was driven by per gallon fuel price decreases compared to the prior fiscal year as a result of lower cost trends in petroleum markets. 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 increase of “Other SG&A” expenses were higher workers’ compensation costs, computer maintenance and office supplies. Selling, General and Administrative Expenses-Frozen Food Products Segment SG&A expenses in the Frozen Food Products segment decreased by $442 (3.1%) during fiscal year 2025 compared to the prior fiscal year. The overall decrease in SG&A expenses was due to lower product advertising, including broker commissions, partially offset by higher healthcare costs and travel expenses. Selling, General and Administrative Expenses- Snack Food Products Segment SG&A expenses in the Snack Food Products segment increased by $1,454 (3.0%) during fiscal year 2025 compared to the prior fiscal year. Most of the increase was due to higher consulting fees, healthcare costs, higher provision for bad debt and higher travel expenses partially offset by lower product advertising. (Gain) loss on Sale of Property, Plant and Equipment (Gains) and losses on the sale of property, plant and equipment were due to the ordinary disposal of assets located in both the Frozen Food Products segment, ($7) and $96, for fiscal years 2025 and 2024, respectively, and Snack Food Products segments, ($136) and $50, for fiscal years 2025 and 2024, respectively. Income Taxes Income tax for fiscal years 2025 and 2024 was as follows: October 31, 2025 November 1, 2024 Benefit on income taxes $ (4,692 ) $ (1,311 ) Effective tax rate 26.0 % 27.9 % We recorded a tax benefit of $4,692 and tax provision of $1,311, for fiscal years 2025 and 2024, respectively, related to federal and state taxes, based on the Company’s expected annual effective tax rate. The effective tax rate was 26.0% and 27.9% for fiscal years 2025 and 2024, respectively. In addition, the effective tax rates for fiscal years 2025 and 2024 were impacted by such items as non-deductible meals and entertainment, non-taxable gains and losses on life insurance policies and state income taxes. (Refer to Note 4 of Notes to Consolidated Financial Statements included within this Report for more information). 13 Liquidity and Capital Resources (dollars in thousands) 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 focused on restoring profitability to the Company by driving topline revenue growth and reducing costs. In line with this focus, the Company is in discussions with and has begun production of customer products under private-label arrangements with the goal of increasing product sales volume. We have implemented multiple price increases on our products to help offset some of the higher costs for meat commodities and are focused on reducing selling, general and administrative expenses. 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 intends to reorganize its direct-store-delivery route system in response to lower sales volume through that distribution channel, including reducing the number of routes, storage units and vehicles while maintaining superior service to our customers. The Company is also seeking bids for its production materials to drive increased competition among its vendors while maintaining quality inputs at the best possible price. As of October 31, 2025, we had $1,121 of current debt on equipment loans, $42,277 of net working capital and $5,500 available under our revolving line of credit with Wells Fargo Bank, N.A. (“Wells Fargo”) described below. On July 23, 2025, we entered into an amended and restated credit agreement (the “Amended Credit Agreement”), with Wells Fargo. The Amended Credit Agreement amended, restated and superseded our prior credit agreement, dated November 30, 2024, with Wells Fargo that was set to expire by its terms on November 30, 2025. Under the terms of the Amended Credit Agreement and the revolving line of credit note established thereby, we may borrow up to $7,500 from time to time until July 31, 2026. As of October 31, 2025, the Company was in violation of the quick ratio covenant of the Amended Credit Agreement which was waived by Wells Fargo on December 12, 2025. The Company is otherwise in compliance with all other covenants under the Amended Credit Agreement. If we are unable to meet the financial covenant requirements of the Amended Agreement, it may impact our liquidity. Refer to Note 5 - Line of Credit and Borrowing Agreements to the Consolidated Financial Statements included within this Report for further information. 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 throughout fiscal year 2026. Additionally, commodity costs, including meat and flour costs, have and may continue to fluctuate due to both political and economic conditions, including the ongoing conflicts between Ukraine and Russia, and Israel and Palestine, as well as increased tariffs. Despite these higher commodity costs, 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 the 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. Cash flows (used in) operating activities: October 31, 2025 (52 Weeks) November 1, 2024 (52 Weeks) Net loss $ (13,359 ) $ (3,381 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 6,382 6,540 Provision for (recoveries on) losses on accounts receivable 274 (126 ) (Reduction in) provision for promotional allowances (496 ) 307 (Gain) loss on sale of property, plant and equipment (143 ) 146 Deferred income taxes, net (4,594 ) (720 ) Changes in assets and liabilities 6,244 (3,263 ) Net cash used in operating activities $ (5,692 ) $ (497 ) For the fifty-two weeks ended October 31, 2025, net cash used in operating activities was $5,692, a decrease of $5,195 in cash flows compared to the fifty-two weeks ended November 1, 2024. The increase in net cash used in operating activities primarily relates to a net loss of $13,359, a decrease in deferred income taxes of $4,594 and an increase in inventory of $3,734, partially offset by a decrease in accounts receivable of $6,493 due to accelerated payments from customers. During fiscal year 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 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 68 days for the fifty-two weeks ended October 31, 2025, and 84 days for the fifty-two weeks ended November 1, 2024. For the fifty-two weeks ended November 1, 2024, net cash used in operating activities was $497. The result was primarily related to net loss of $3,381, an increase in refundable income taxes of $1,240 and an increase of other non-current assets of $3,320, partially offset by a decrease in inventory of $7,235 due to selling down inventory finished goods to adjust to lower consumer demand. During fiscal year 2024, we did not contribute towards our defined benefit pension plan. 14 Cash flows used in investing activities: October 31, 2025 (52 Weeks) November 1, 2024 (52 Weeks) Proceeds from sale of property, plant and equipment $ 205 $ 69 Additions to property, plant and equipment (3,597 ) (3,902 ) Net cash used in investing activities $ (3,392 ) $ (3,833 ) Additions to 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 useful life, increase 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, vehicles and refrigeration equipment used to process food products. The table below highlights the additions to property, plant and equipment for the fifty-two weeks ended: October 31, 2025 (52 Weeks) November 1, 2024 (52 Weeks) Building and leasehold improvements $ 502 $ - Furniture and fixture 16 92 Temperature control 15 - Processing equipment 259 215 Packaging lines 199 2,595 Vehicles for sales and/or delivery 1,290 2,372 Quality control and communication systems 75 - Computer software and hardware 185 345 Forklifts 9 52 Change in projects in process 1,047 (1,769 ) Additions to property, plant and equipment $ 3,597 $ 3,902 Expenditures for additions to property, plant and equipment during the fifty-two weeks ended October 31, 2025, include projects in process of $2,683 related to the production facilities in Chicago and Statesville. Cash flows used in financing activities: October 31, 2025 (52 Weeks) November 1, 2024 (52 Weeks) Payment of financing lease obligations $ (1,278 ) $ (103 ) Proceeds from bank borrowings 2,000 - Repayments of bank borrowings (992 ) (1,045 ) Net cash used in financing activities $ (270 ) $ (1,148 ) Our stock repurchase program was approved by the Board of Directors in November 1999 and was expanded in June 2005. Under the stock repurchase program we were authorized, at the discretion of management and the Board of Directors, to purchase up to an aggregate of 2,000,000 shares of our common stock on the open market. As of the end of fiscal year 2025, 120,113 shares remained authorized for repurchase under the program. 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 as we transitioned deliveries to common carriers. All long-haul trucks under this lease agreement have been returned as of October 31, 2025. 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 $24 during the fifty-two weeks ended October 31, 2025. Equipment Note Payable The following table reflects major components of our line of credit and borrowing agreements as of October 31, 2025, and November 1, 2024, respectively. October 31, 2025 November 1, 2024 Revolving credit facility $ 2,000 $ - Equipment notes: 3.68% note due 04/16/27, out of lockout 04/17/22 1,794 2,786 Total debt 3,794 2,786 Less current debt (3,121 ) (1,084 ) Total long-term debt $ 673 $ 1,702 15 Revolving Credit Facility On July 23, 2025, we entered into the Amended Credit Agreement with Wells Fargo. The Amended Credit Agreement amended, restated and superseded our prior credit agreement with Wells Fargo that was set to expire by its terms on November 30, 2025. Under the terms of the Amended Credit Agreement and the revolving line of credit note it established, we may borrow up to $7,500 from time to time up until July 31, 2026, at an interest rate equal to the daily simple secured overnight financing rate plus 2.5% (6.77% at October 31, 2025), or if unavailable, the prime rate, in each case as determined by the bank. The revolving line of credit has an unused commitment fee of 0.35% of the available loan amount, payable on a quarterly basis. We borrowed $2,000 under this line of credit on May 20, 2025, which remained unpaid as of October 31, 2025. 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 July 31, 2026. Loan Covenants The Wells Fargo Loan Agreements and the Amended 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, ● Net income after taxes of not less than $1.00 on a quarterly basis, determined as of each fiscal quarter end, commencing on January 30, 2026. As of October 31, 2025, the Company was in violation of the quick ratio covenant which was subsequently waived by Wells Fargo (per letter dated December 12, 2025). As of October 31, 2025, the Company was in compliance with all other covenants under the Wells Fargo Loan Agreements. Aggregate contractual maturities of debt in future fiscal years are as follows as of October 31, 2025: Fiscal Years Debt Payable 2026 $ 3,121 2027 $ 673 Off-Balance Sheet Arrangements We do not currently have any off-balance sheet arrangements within the meaning of Item 303(b) of Regulation S-K. Contractual Obligations Except as described above, we had no other debt or other contractual obligations within the meaning of Item 303(b) of Regulation S-K, as of October 31, 2025. Critical Accounting Policies and Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the respective reporting periods. Actual results could differ from those 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 not originally estimated. We record promotions, return allowances, bad debt and inventory allowances based on recent and historical trends. Management believes its current estimates are reasonable and based on the best information available at the time. To the extent there are material differences between the estimates and the actual results, future results of operations could be affected. Disclosure concerning our policies on credit risk, revenue recognition, cash surrender or contract value for life insurance policies, deferred income tax and the recoverability of our long-lived assets are provided in Notes 1 and 4 of the Notes to the Consolidated Financial Statements included in this Report. Recently Issued Accounting Pronouncements and Regulations Various accounting standard-setting bodies have been active in soliciting comments and issuing statements, interpretations, and exposure drafts. For information on new accounting pronouncements and the impact, if any, on our financial position or results of operations, see Note 1 of the Notes to the Consolidated Financial Statements included within this Report.