UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock BRID Nasdaq Global Market FORM 10-Q (Mark one) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 16, 2021 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 nu ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock BRID Nasdaq Global Market FORM 10-Q (Mark one) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 22, 2021 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 ...

Part I [Business](index=4&type=section&id=Item%201.%20Business) Bridgford Foods operates in frozen and snack food segments, with snack foods comprising **79%** of **2020** sales, facing **COVID-19** impacts and high customer concentration with **Wal-Mart®** and **Dollar General®** - The **COVID-19 pandemic** shifted demand from foodservice to retail, boosting **Snack Food** volume but negatively impacting **Frozen Food** sales[14](index=14&type=chunk)[16](index=16&type=chunk) Sales by Business Segment (as a percentage of consolidated sales) | Business Segment | 2020 | 2019 | | :--- | :--- | :--- | | Frozen Food Products | 21% | 27% | | Snack Food Products | 79% | 73% | | **Total** | **100%** | **100%** | - **Wal-Mart®** and **Dollar General®** accounted for **36.9%** and **13.6%** of fiscal year **2020** revenues, respectively, indicating high customer concentration[46](index=46&type=chunk) - Operations are subject to extensive regulation and inspection by the **USDA** and **FDA** regarding processing, packaging, and labeling standards[41](index=41&type=chunk) - As of October **30, 2020**, the company employed **563** individuals, with approximately **35%** under collective bargaining agreements[50](index=50&type=chunk) [Risk Factors](index=12&type=section&id=Item%201A.%20Risk%20Factors) The company faces material risks including volatile raw material prices, extensive government regulation, dependence on key customers and personnel, significant influence from the **Bridgford family's** majority ownership, and ongoing **COVID-19** impacts - Fluctuations in **pork, beef, and flour** raw material prices pose risks, as selling price adjustments do not align with commodity market volatility[57](index=57&type=chunk) - Revenue is highly concentrated with **Wal-Mart®** (**36.9%**) and **Dollar General®** (**13.6%**) of fiscal **2020** sales, making the loss of either a significant profitability risk[62](index=62&type=chunk) - The **Bridgford family's** beneficial ownership of over **80%** of the company's stock grants substantial control and allows for "controlled company" exemption from **NASDAQ** governance rules[63](index=63&type=chunk)[64](index=64&type=chunk) - The **COVID-19 pandemic** continues to pose risks, including demand shifts, supply chain constraints, and potential asset impairments, impacting future operations and financial condition[69](index=69&type=chunk) [Unresolved Staff Comments](index=16&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) This section is not applicable to the company - There are no unresolved staff comments[70](index=70&type=chunk) [Properties](index=16&type=section&id=Item%202.%20Properties) The company owns eight properties across four states for processing, warehousing, distribution, and administration, with one Chicago property currently pending sale Owned Properties | Location | Approx. Sq. Footage | Approx. Acreage | | :--- | :--- | :--- | | Anaheim, California | 100,000 | 5.0 | | Dallas, Texas | 94,000 | 4.0 | | Dallas, Texas | 30,000 | 2.0 | | Dallas, Texas | 16,000 | 1.0 | | Dallas, Texas | 3,200 | 1.5 | | Statesville, North Carolina | 42,000 | 8.0 | | Chicago, Illinois (sale pending) | 156,000 | 1.5 | | Chicago, Illinois | 177,000 | 8.0 | [Legal Proceedings](index=17&type=section&id=Item%203.%20Legal%20Proceedings) No material legal proceedings were pending against the company as of the filing date, though ordinary course claims may arise - No material legal proceedings were pending against the company as of October **30, 2020**, or the report filing date[74](index=74&type=chunk) [Mine Safety Disclosures](index=17&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company - This item is not applicable[75](index=75&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=18&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on **Nasdaq** under "BRID", with **718** shareholders of record as of January **12, 2021**, and no share repurchases in fiscal year **2020** - The company's common stock trades on the **Nasdaq Global Market** under the symbol **"BRID"**[78](index=78&type=chunk) - No common stock shares were repurchased in fiscal year **2020**, leaving **120,113** shares authorized for repurchase as of October **30, 2020**[81](index=81&type=chunk)[83](index=83&type=chunk) [Selected Financial Data](index=18&type=section&id=Item%206.%20Selected%20Financial%20Data) This section is not applicable as the company is a smaller reporting company - This item is not applicable for a smaller reporting company[84](index=84&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Fiscal year **2020** saw consolidated net sales increase by **4.9%** to **$198.0 million**, driven by snack food growth offsetting frozen food decline, while gross margin decreased and net income rose due to a **CARES Act** tax benefit Consolidated Net Sales Change (FY 2020 vs. FY 2019) | Component | Impact on Net Sales (%) | | :--- | :--- | | Selling price per pound | -1.0% | | Unit sales volume in pounds | 5.3% | | Returns activity | 0.5% | | Promotional activity | 0.1% | | **Total Increase in net sales** | **4.9%** | - **Frozen Food Products** segment sales decreased **19.5%** due to a **23.5%** drop in unit sales volume, primarily from institutional customers, driven by **COVID-19** demand shifts to retail[89](index=89&type=chunk) - **Snack Food Products** segment sales increased **13.9%**, primarily from a **16.6%** rise in unit sales volume via the direct store delivery channel[90](index=90&type=chunk) - Consolidated gross margin declined from **32.7%** in FY **2019** to **30.1%** in FY **2020**, mainly due to increased commodity, production labor, and inbound freight costs[92](index=92&type=chunk) - The effective income tax rate was **-42.7%** in FY **2020**, compared to **24.0%** in FY **2019**, primarily due to the net operating loss carryback provisions available under the **CARES Act**[102](index=102&type=chunk) - An agreement was made to sell a Chicago property for **$60 million**, with **$1.35 million** in earnest money received by October **30, 2020**[104](index=104&type=chunk) Cash Flow Summary (in thousands) | Activity | FY 2020 | FY 2019 | | :--- | :--- | :--- | | Net cash provided by operating activities | $9,917 | $7,247 | | Net cash used in investing activities | ($23,318) | ($25,678) | | Net cash provided by financing activities | $15,350 | $13,730 | [Quantitative and Qualitative Disclosures About Market Risk](index=28&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not applicable as the company is a smaller reporting company - This item is not applicable for a smaller reporting company[131](index=131&type=chunk) [Consolidated Financial Statements and Supplementary Data](index=28&type=section&id=Item%208.%20Consolidated%20Financial%20Statements%20and%20Supplementary%20Data) Required consolidated financial statements are provided in Part IV, Item 15 of this report - The consolidated financial statements are located in **Part IV, Item 15** of this Form **10-K**[132](index=132&type=chunk) [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=28&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) This section is not applicable to the company - This item is not applicable[133](index=133&type=chunk) [Controls and Procedures](index=28&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of October **30, 2020**, with the company exempt from external audit requirements as a smaller reporting company - Management concluded the company's disclosure controls and procedures were effective as of fiscal year **2020** end[134](index=134&type=chunk) - No material changes occurred in internal control over financial reporting during the last fiscal quarter[139](index=139&type=chunk) - Management assessed and believes internal control over financial reporting was effective for the fiscal year ended October **30, 2020**[145](index=145&type=chunk) - The company is exempt from external audit requirements for internal financial reporting controls under the **Dodd-Frank Act**[142](index=142&type=chunk) [Other Information](index=30&type=section&id=Item%209B.%20Other%20Information) This section is not applicable to the company - This item is not applicable[146](index=146&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=31&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Required information on directors, executive officers, and corporate governance is incorporated by reference from the company's Proxy Statement - Required information will be included in the Proxy Statement and is incorporated by reference[149](index=149&type=chunk) [Executive Compensation](index=31&type=section&id=Item%2011.%20Executive%20Compensation) Information regarding executive compensation is incorporated by reference from the company's Proxy Statement - Required information will be included in the Proxy Statement and is incorporated by reference[150](index=150&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=31&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information on security ownership is incorporated by reference from the company's Proxy Statement, and the company has no equity compensation plans - Required information will be included in the Proxy Statement and is incorporated by reference[151](index=151&type=chunk) - The company has no compensation plans authorizing the issuance of its equity securities[152](index=152&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=31&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company is a "controlled company" under **NASDAQ** rules due to the **Bridgford family's** ownership, with several related party transactions disclosed - The company is a **"controlled company"** under **NASDAQ** rules due to approximately **80%** beneficial ownership by **Bridgford Industries Incorporated**[154](index=154&type=chunk) - The general legal counsel's firm received approximately **$292,700** for legal services in fiscal year **2020**[155](index=155&type=chunk) - Former director **Allan Bridgford Jr.** received approximately **$169,000** for consulting services and accrued approximately **$279,400** in profit sharing in fiscal year **2020**[156](index=156&type=chunk) [Principal Accountant Fees and Services](index=31&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information regarding principal accountant fees and services is incorporated by reference from the company's Proxy Statement - Required information will be included in the Proxy Statement and is incorporated by reference[158](index=158&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=32&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the financial statements and all exhibits filed with or incorporated by reference into the report - This section provides a list of the financial statements and exhibits included in the Form **10-K** filing[164](index=164&type=chunk)[165](index=165&type=chunk) [Form 10-K Summary](index=33&type=section&id=Item%2016.%20Form%2010-K%20Summary) This section is not applicable to the company - This item is not applicable[167](index=167&type=chunk) [Consolidated Financial Statements](index=35&type=section&id=Consolidated%20Financial%20Statements) Audited consolidated financial statements for fiscal years **2020** and **2019** are presented, showing total assets growing to **$155.3 million** and net income rising to **$7.3 million**, with detailed notes on policies and impacts [Consolidated Balance Sheets](index=36&type=section&id=Consolidated%20Balance%20Sheets) Presents the company's financial position, including assets, liabilities, and equity, as of October **30, 2020**, and November **1, 2019** Consolidated Balance Sheet Highlights (in thousands) | Account | Oct 30, 2020 | Nov 1, 2019 | | :--- | :--- | :--- | | **Total Current Assets** | **$68,750** | **$52,768** | | Property, plant and equipment, net | $73,332 | $54,346 | | **Total Assets** | **$155,283** | **$123,456** | | **Total Current Liabilities** | **$26,203** | **$19,940** | | Total Liabilities | $84,037 | $56,972 | | **Total Shareholders' Equity** | **$71,246** | **$66,484** | [Consolidated Statements of Operations](index=37&type=section&id=Consolidated%20Statements%20of%20Operations) Details the company's revenues, expenses, and net income for the fiscal years ended October **30, 2020**, and November **1, 2019** Consolidated Statement of Operations (in thousands) | Account | FY 2020 | FY 2019 | | :--- | :--- | :--- | | Net sales | $197,970 | $188,785 | | Cost of products sold | $138,452 | $127,121 | | **Gross margin** | **$59,518** | **$61,664** | | Selling, general and administrative expenses | $54,446 | $52,837 | | Income before taxes | $5,130 | $8,537 | | (Benefit on) provision for income taxes | ($2,193) | $2,053 | | **Net income** | **$7,323** | **$6,484** | | **Basic earnings per share** | **$0.81** | **$0.71** | [Consolidated Statements of Cash Flows](index=40&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Summarizes the cash inflows and outflows from operating, investing, and financing activities for the fiscal years ended October **30, 2020**, and November **1, 2019** Consolidated Statement of Cash Flows (in thousands) | Cash Flow Activity | FY 2020 | FY 2019 | | :--- | :--- | :--- | | Net cash provided by operating activities | $9,917 | $7,249 | | Net cash used in investing activities | ($23,318) | ($25,678) | | Net cash provided by financing activities | $15,350 | $13,730 | | **Net increase (decrease) in cash** | **$1,949** | **($4,699)** | | Cash at beginning of year | $3,478 | $8,179 | | **Cash at end of year** | **$5,427** | **$3,478** | [Notes to Consolidated Financial Statements](index=41&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Provides detailed explanations and supplementary information for the figures presented in the consolidated financial statements - Subsequent to fiscal year-end, the Chicago property sale closing was extended to August **31, 2021**, and an additional **$2.0 million** was borrowed under the line of credit on December **2, 2020**[199](index=199&type=chunk)[202](index=202&type=chunk) - The **CARES Act** enabled a **$9.9 million** net operating loss carryback from tax year **2019**, yielding a significant tax benefit and expected cash refund[271](index=271&type=chunk)[272](index=272&type=chunk) Segment Performance (FY 2020, in thousands) | Segment | Net Sales | Gross Margin | Income Before Taxes | | :--- | :--- | :--- | :--- | | Frozen Food Products | $41,241 | $13,554 | $988 | | Snack Food Products | $156,729 | $45,964 | $4,142 | | **Total** | **$197,970** | **$59,518** | **$5,130** | - The company borrowed **$33.45 million** from **Wells Fargo Bank, N.A.** under a master collateral loan agreement for equipment financing for its new Chicago facility[277](index=277&type=chunk)[278](index=278&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock BRID Nasdaq Global Market FORM 10-Q (Mark one) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 10, 2020 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 num ...

Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock BRID Nasdaq Global Market UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 17, 2020 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 nu ...

Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock BRID Nasdaq Global Market UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 24, 2020 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 ...

Sales Performance - Net sales in fiscal year 2019 increased by $14,528 (8.3%) compared to the prior fiscal year, driven by a 6.8% increase in unit sales volume and a 2.7% increase in selling price per pound [77]. - Net sales in the Frozen Food Products segment increased by $3,968 (8.4%) in fiscal year 2019, primarily due to a 5.3% increase in unit sales volume and a 4.5% increase in selling price per pound [78]. - Net sales in the Snack Food Products segment increased by $10,560 (8.3%) in fiscal year 2019, attributed to significant new product offerings and a 7.3% increase in unit sales volume [80]. Cost and Expenses - Cost of products sold increased by $9,370 (8.0%) in fiscal year 2019, with the gross margin improving from 32.4% to 32.7% [81]. - Selling, general and administrative expenses (SG&A) increased by $2,908 (5.8%) in fiscal year 2019, with higher wages and bonuses being a significant factor [85]. - SG&A expenses in the Frozen Food Products segment increased by $641 (4.5%) to $14,867, driven by higher unit sales volume and advertising costs [89]. - SG&A expenses in the Snack Food Products segment increased by $2,267 (6.3%) to $37,970, primarily due to higher unit sales volume and increased wages and bonuses [90]. Tax and Cash Flow - The effective income tax rate decreased to 24.0% in fiscal year 2019 from 49.1% in fiscal year 2018, primarily due to tax reform adjustments [92]. - Net cash provided by operating activities was $7,247 for the fifty-two weeks ended November 1, 2019, a decrease of $1,018 compared to the prior year [96]. - The cash conversion cycle increased to 67 days for the fifty-two weeks ended November 1, 2019, compared to 64 days for the prior year [97]. Investment Activities - Cash used in investing activities totaled $(25,678) for the fifty-two weeks ended November 1, 2019, compared to $(12,112) for the same period in 2018, indicating a significant increase in investment outflows [99]. - Additions to property, plant, and equipment were $25,739 for the fifty-two weeks ended November 1, 2019, up from $18,147 in the previous year, reflecting a 42.1% increase [100]. - The company invested $13,723 in projects related to a new facility in Chicago during the fiscal year ended November 1, 2019 [100]. Financing Activities - The company reported net cash provided by financing activities of $(3,253) for the fifty-two weeks ended November 1, 2019, compared to $(83) in the previous year [101]. - The company has a line of credit with Wells Fargo Bank, N.A. allowing borrowing up to $7,500, with a waiver for a capital expenditure covenant violation received on December 16, 2019 [104]. - The company has no off-balance sheet arrangements as of November 1, 2019, and no other debt or contractual obligations [109]. Future Liabilities and Compliance - Future liabilities related to the construction of the new Chicago processing facility are estimated at approximately $13,900 as of January 8, 2020 [110]. - The company maintains compliance with all covenants under its master collateral loan and security agreement as of November 1, 2019 [106]. Economic Impact - The impact of inflation on the company's financial position and results of operations has not been significant, although future volatility could adversely affect results [107]. - The company believes its strong financial position and capital resources are sufficient to meet operating needs and capital expenditures for fiscal year 2020 [108].

[Part I. Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Presents unaudited condensed consolidated financial statements, detailing balance sheets, operations, equity, and cash flows, reflecting asset growth and increased net income [Condensed Consolidated Balance Sheets](index=4&type=section&id=a.%20Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to $120.2 million, driven by property, plant, and equipment, while liabilities and equity also rose Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | July 12, 2019 (unaudited) | November 2, 2018 | | :--- | :--- | :--- | | **Total Assets** | **$120,234** | **$101,494** | | Property, plant and equipment, net | $49,644 | $32,638 | | **Total Liabilities** | **$49,353** | **$35,814** | | Long-term notes payable - equipment | $12,460 | $0 | | **Total Shareholders' Equity** | **$70,881** | **$65,680** | [Condensed Consolidated Statements of Operations](index=5&type=section&id=b.%20Condensed%20Consolidated%20Statements%20of%20Operations) Net sales and income increased for the 36-week period, while the 12-week period saw sales growth but a slight income decrease Statement of Operations Summary (in thousands, except per share data) | Period | Net Sales | Gross Margin | Net Income | Basic EPS | | :--- | :--- | :--- | :--- | :--- | | **36 Weeks Ended** | | | | | | July 12, 2019 | $129,321 | $43,470 | $5,201 | $0.57 | | July 13, 2018 | $117,560 | $38,453 | $4,455 | $0.49 | | **12 Weeks Ended** | | | | | | July 12, 2019 | $42,837 | $13,415 | $1,105 | $0.12 | | July 13, 2018 | $38,468 | $12,434 | $1,448 | $0.16 | [Condensed Consolidated Statements of Shareholders' Equity](index=6&type=section&id=c.%20Condensed%20Consolidated%20Statements%20of%20Shareholders%27%20Equity) Shareholders' equity increased to $70.9 million, solely driven by net income for the thirty-six-week period - For the 36 weeks ended July 12, 2019, total shareholders' equity increased by **$5.2 million**, from **$65.7 million** to **$70.9 million**, solely due to the net income earned during the period[18](index=18&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=d.%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating activities provided $5.0 million, investing activities used $19.8 million, and financing provided $14.4 million, resulting in a net cash decrease Cash Flow Summary for 36 Weeks Ended (in thousands) | Cash Flow Activity | July 12, 2019 | July 13, 2018 | | :--- | :--- | :--- | | Net cash provided by operating activities | $5,042 | $5,000 | | Net cash used in investing activities | $(19,782) | $(3,702) | | Net cash provided by (used in) financing activities | $14,378 | $(82) | | **Net (decrease) increase in cash** | **$(362)** | **$1,216** | - Additions to property, plant, and equipment significantly increased to **$19.8 million** in the 2019 period from **$9.7 million** in the 2018 period[23](index=23&type=chunk) - The company took on new bank borrowings of **$17.0 million** in the 2019 period, a significant financing activity compared to none in the prior year period[23](index=23&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=e.%20Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail customer and segment concentration, new equipment financing for the Chicago facility, and prior year tax rate impact Customer Concentration (36 Weeks Ended July 12, 2019) | Customer | % of Sales | % of Accounts Receivable | | :--- | :--- | :--- | | Wal-Mart | 35.9% | 33.3% | | Dollar General | 10.7% | 25.1% | Segment Sales (36 Weeks Ended July 12, 2019, in thousands) | Segment | Sales | Income Before Taxes | | :--- | :--- | :--- | | Frozen Food Products | $34,691 | $1,575 | | Snack Food Products | $94,630 | $5,390 | - On December 26, 2018, the company entered into a master collateral loan agreement with Wells Fargo for up to **$15 million** in equipment financing for its new Chicago processing facility. As of July 12, 2019, the company had borrowed the full **$15 million**[58](index=58&type=chunk)[119](index=119&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=15&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses sales growth driven by volume and price, improved gross margin from lower costs, increased expenses, and liquidity from operations and new financing [Results of Operations (12-Week Period)](index=18&type=section&id=Results%20of%20Operations%20for%20the%20Twelve-Weeks%20Ended%20July%2012%2C%202019%20and%20July%2013%2C%202018) Consolidated net sales increased 11.4% for the 12-week period, but gross margin and net income declined despite segment growth Consolidated Net Sales Change (12-Week Period) | Component | % Change | $ Change (in thousands) | | :--- | :--- | :--- | | Selling price per pound | 2.1% | $853 | | Unit sales volume in pounds | 11.1% | $4,528 | | **Total Increase in net sales** | **11.4%** | **$4,369** | - Frozen Food Products segment sales increased **17.7%**, driven by higher volume in the shelf-stable sandwich business and price increases[82](index=82&type=chunk) - Snack Food Products segment sales increased **9.2%**, primarily due to new product offerings like smokehouse sausage sticks[83](index=83&type=chunk)[84](index=84&type=chunk) - Selling, general and administrative (SG&A) expenses increased by **10.1%** (**$1.1 million**), with significant changes in gains on life insurance policies (decrease), healthcare costs (increase), and pension expense (decrease)[89](index=89&type=chunk) [Results of Operations (36-Week Period)](index=20&type=section&id=Results%20of%20Operations%20for%20the%20Thirty-Six%20Weeks%20Ended%20July%2012%2C%202019%20and%20July%2013%2C%202018) Consolidated net sales rose 10.0% for the 36-week period, with improved gross margin and increased net income despite a prior-year non-recurring gain Consolidated Net Sales Change (36-Week Period) | Component | % Change | $ Change (in thousands) | | :--- | :--- | :--- | | Selling price per pound | 2.5% | $3,178 | | Unit sales volume in pounds | 8.7% | $10,906 | | **Total Increase in net sales** | **10.0%** | **$11,761** | - The cost of significant meat commodities for the Snack Food segment decreased by approximately **$2.1 million** compared to the prior-year period, contributing to improved gross margin[100](index=100&type=chunk)[102](index=102&type=chunk) - SG&A expenses increased by **6.7%** (**$2.3 million**), primarily driven by a **$2.3 million** increase in wages and bonus expense from higher profit-sharing accruals[104](index=104&type=chunk) - The 2018 period's net income included a non-recurring pre-tax gain of **$6.0 million** on the sale of real property, making the year-over-year increase in 2019's operating profitability more significant[110](index=110&type=chunk)[113](index=113&type=chunk) [Liquidity and Capital Resources](index=24&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity is driven by operating cash flow and a new **$15 million** equipment loan, funding significant capital expenditures for the Chicago facility Cash Flow Summary (36 Weeks Ended, in thousands) | Activity | July 12, 2019 | July 13, 2018 | | :--- | :--- | :--- | | Net cash provided by operating activities | $5,042 | $5,000 | | Net cash used in investing activities | $(19,782) | $(3,702) | | Net cash provided by financing activities | $14,378 | $(82) | - Additions to property, plant, and equipment totaled **$19.8 million**, a significant increase from **$9.7 million** in the prior year period, with major investments in building improvements (**$6.9M**), temperature control (**$3.3M**), and packaging lines (**$2.3M**)[118](index=118&type=chunk) - The company entered into a **$15 million** equipment financing agreement with Wells Fargo, borrowing the full amount in two tranches to purchase equipment for its new Chicago facility. The company was in compliance with all loan covenants as of July 12, 2019[119](index=119&type=chunk)[120](index=120&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section is not applicable as the company is classified as a smaller reporting company - Disclosure about market risk is not applicable to a smaller reporting company[133](index=133&type=chunk) [Controls and Procedures](index=28&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective, with no material changes to internal controls over financial reporting - The principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures are effective as of the end of the period covered by the report[134](index=134&type=chunk) - There have been no changes in internal controls over financial reporting during the fiscal quarter ended July 12, 2019, that have materially affected, or are reasonably likely to materially affect, internal controls[139](index=139&type=chunk) [Part II. Other Information](index=28&type=section&id=Part%20II.%20Other%20Information) [Risk Factors](index=28&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors previously disclosed in the Annual Report on Form 10-K - There have been no material changes to the risk factors as previously disclosed in the Annual Report[140](index=140&type=chunk) [Exhibits](index=30&type=section&id=Item%206.%20Exhibits) Lists exhibits filed with Form 10-Q, including SOX certifications by officers and XBRL data files - Exhibits filed include certifications by the Chairman of the Board (Principal Executive Officer) and the Chief Financial Officer as required by Sarbanes-Oxley Sections 302 and 906[142](index=142&type=chunk)[143](index=143&type=chunk) - The filing includes XBRL Instance, Schema, Calculation, Definition, Label, and Presentation documents[144](index=144&type=chunk)[145](index=145&type=chunk)[146](index=146&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 19, 2019 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 | --- | --- | --- | |----------------------------------------------------------------------------------- ...

[Part I. Financial Information](index=3&type=section&id=Part%20I.%20Financial%20Information) This section presents the company's financial performance and position for the twelve weeks ended January 25, 2019 [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Presents unaudited condensed consolidated financial statements for the twelve weeks ended January 25, 2019, and January 26, 2018, covering balance sheets, operations, equity, cash flows, and notes [Condensed Consolidated Balance Sheets](index=4&type=section&id=a.%20Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to **$107.7 million** from **$101.5 million**, primarily due to property, plant, and equipment, with corresponding increases in liabilities and equity Condensed Consolidated Balance Sheets (in thousands) | | January 25, 2019 (unaudited) | November 2, 2018 | | :--- | :--- | :--- | | **ASSETS** | | | | Total current assets | $53,184 | $53,216 | | Property, plant and equipment, net | $38,869 | $32,638 | | Other non-current assets | $11,620 | $11,630 | | Deferred income taxes | $4,010 | $4,010 | | **Total assets** | **$107,683** | **$101,494** | | **LIABILITIES AND SHAREHOLDERS' EQUITY** | | | | Total current liabilities | $18,408 | $18,367 | | Long-term notes payable - equipment | $6,556 | $- | | Non-current liabilities | $21,719 | $17,447 | | **Total liabilities** | **$40,127** | **$35,814** | | **Total shareholders' equity** | **$67,556** | **$65,680** | | **Total liabilities and shareholders' equity** | **$107,683** | **$101,494** | [Condensed Consolidated Statements of Operations](index=5&type=section&id=b.%20Condensed%20Consolidated%20Statements%20of%20Operations) Net sales increased to **$45.0 million**, resulting in a net income of **$1.9 million** or **$0.21 per share**, a turnaround from a prior-year loss Condensed Consolidated Statements of Operations (in thousands, except per share amounts) | | 12 weeks ended Jan 25, 2019 | 12 weeks ended Jan 26, 2018 | | :--- | :--- | :--- | | Net sales | $45,041 | $41,192 | | Gross margin | $15,654 | $13,959 | | Income before taxes | $2,567 | $2,095 | | Provision for income taxes | $691 | $3,722 | | **Net income (loss)** | **$1,876** | **$(1,627)** | | **Basic earnings (loss) per share** | **$0.21** | **$(0.18)** | [Condensed Consolidated Statements of Shareholders' Equity](index=6&type=section&id=c.%20Condensed%20Consolidated%20Statements%20of%20Shareholders'%20Equity) Shareholders' equity increased to **$67.6 million** from **$65.7 million**, solely due to the **$1.876 million** net income for the quarter - Shareholders' equity increased by **$1.876 million** during the 12 weeks ended January 25, 2019, driven entirely by net income[15](index=15&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=d.%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash provided by operating activities was **$0.7 million**, with **$7.2 million** used in investing and **$7.5 million** provided by financing, leading to a **$1.0 million** net cash increase Condensed Consolidated Statements of Cash Flows (in thousands) | | 12 weeks ended Jan 25, 2019 | 12 weeks ended Jan 26, 2018 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $713 | $(1,240) | | Net cash used in investing activities | $(7,191) | $(3,613) | | Net cash provided by (used in) financing activities | $7,500 | $(35) | | **Net increase (decrease) in cash** | **$1,022** | **$(4,888)** | | Cash and cash equivalents at end of period | $9,201 | $7,221 | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=e.%20Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Details significant accounting policies, including ASC 606 adoption, customer concentration, segment performance, a new **$7.5 million** equipment loan, and tax rate impacts Customer Concentration (as of Jan 25, 2019) | Customer | % of Sales | % of Accounts Receivable | | :--- | :--- | :--- | | Wal-Mart | 35.6% | 33.4% | | Dollar General | 9.7% | 23.6% | Segment Performance (12 weeks ended Jan 25, 2019, in thousands) | Segment | Sales | Income before taxes | | :--- | :--- | :--- | | Frozen Food Products | $11,872 | $110 | | Snack Food Products | $33,169 | $2,457 | | **Total** | **$45,041** | **$2,567** | - On December 26, 2018, the company entered into a loan agreement with Wells Fargo for **$7.5 million** to purchase equipment for its new Chicago facility, with a seven-year term at a fixed rate of **4.13%**[53](index=53&type=chunk) - The company adopted the new revenue recognition standard (ASC 606) in the first quarter of fiscal 2019 using the modified retrospective method, which did not have a material impact on the financial statements[101](index=101&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=14&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses a strong start to fiscal 2019, with **9.3%** net sales growth to **$45.0 million**, improved gross margin, and **$1.9 million** net income, supported by positive operating cash flow and a new **$7.5 million** equipment loan Consolidated Net Sales Change Analysis (Q1'19 vs Q1'18) | Factor | % Change | $ Change (in thousands) | | :--- | :--- | :--- | | Selling price per pound | 1.6% | $702 | | Unit sales volume in pounds | 8.6% | $3,787 | | Returns activity | -0.9% | $(452) | | **Total Increase in net sales** | **9.3%** | **$3,849** | - Snack Food Products segment sales increased **8.4%** to **$33.2 million**, driven by new product offerings like smokehouse sausage sticks, while Frozen Food Products segment sales grew **12.1%** to **$11.9 million**, primarily from increased volume in the shelf-stable sandwich business[74](index=74&type=chunk)[76](index=76&type=chunk) - Consolidated SG&A expenses increased by **10.2%** (**$1.2 million**), mainly due to higher profit-sharing accruals, increased product advertising, and a substantial decrease in the cash surrender value of life insurance policies[81](index=81&type=chunk)[82](index=82&type=chunk) - The company's cash conversion cycle improved to **57 days** from **67 days** in the prior-year period, indicating better working capital management[91](index=91&type=chunk) - Capital expenditures totaled **$7.2 million**, a significant increase from **$3.6 million** in the prior year, with the majority (**$7.0 million**) allocated to projects in process, primarily for the new Chicago facility[93](index=93&type=chunk)[94](index=94&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=24&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section is not applicable as the company qualifies as a smaller reporting company - The company is a smaller reporting company and is therefore not required to provide disclosures under this item[113](index=113&type=chunk) [Controls and Procedures](index=24&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective, with no material changes in internal controls over financial reporting during the quarter - The principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures are effective[114](index=114&type=chunk) - There were no changes in internal controls over financial reporting during the fiscal quarter that materially affected, or are reasonably likely to materially affect, these controls[119](index=119&type=chunk) [Part II. Other Information](index=24&type=section&id=Part%20II.%20Other%20Information) Presents other information not covered in the financial statements, including risk factors, equity sales, and exhibits [Risk Factors](index=24&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors have occurred since the previous disclosure in the Annual Report on Form 10-K - There have been no material changes to the risk factors as previously disclosed in the Annual Report[120](index=120&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=26&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company did not sell or repurchase any equity securities during the reporting period - The company has not sold or repurchased any equity securities during the period covered by this Report[122](index=122&type=chunk) [Exhibits](index=26&type=section&id=Item%206.%20Exhibits) Lists exhibits filed with Form 10-Q, including CEO and CFO certifications and XBRL data files - Filed exhibits include CEO and CFO certifications under Sarbanes-Oxley Sections 302 and 906, and various XBRL documents[123](index=123&type=chunk)