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 AND EXCHANGE ACT OF 1934
|
For the quarterly period ended April 13, 2012
|
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 0-2396
|
California
|
95-1778176
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
incorporation or organization)
|
identification number)
|
1308 N. Patt Street, Anaheim, CA 92801
|
(Address of principal executive offices-Zip code)
|
714-526-5533
|
(Registrant's telephone number, including area code)
|
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 [ X ] No [ ]
|
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).
|
Yes [ X ] No [ ]
|
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer [ ]
|
Accelerated filer [ ]
|
Non-accelerated filer [ ] (Do not check if smaller reporting company)
|
Smaller reporting company [ X ]
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
|
Yes [ ] No [ X ]
|
As of May 18, 2012 the registrant had 9,179,470 shares of common stock outstanding.
|
References to "Bridgford Foods" or the "Company" contained in this Quarterly Report on Form 10-Q refer to Bridgford Foods Corporation.
|
||||||||||||
Part I. Financial Information
|
||||||||||||
Item 1. Financial Statements
|
Page
|
|||||||||||
a. Condensed Consolidated Balance Sheets at April 13, 2012 (unaudited) and October 28, 2011
|
3
|
|||||||||||
b. Condensed Consolidated Statements of Operations for the twelve and twenty-four weeks ended April 13, 2012 and April 15, 2011 (unaudited)
|
4
|
|||||||||||
c. Condensed Consolidated Statements of Cash Flows for the twenty-four weeks ended April 13, 2012 and April 15, 2011 (unaudited)
|
5
|
|||||||||||
d. Notes to Condensed Consolidated Financial Statements (unaudited)
|
6
|
|||||||||||
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
|
11
|
|||||||||||
Item 3. Quantitative and Qualitative Disclosures about Market Risk
|
20
|
|||||||||||
Item 4. Controls and Procedures
|
20
|
|||||||||||
Part II. Other Information
|
||||||||||||
Item 1A. Risk Factors
|
21
|
|||||||||||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
|
21
|
|||||||||||
Item 6. Exhibits
|
22
|
|||||||||||
Signatures
|
23
|
|||||||||||
Items 1, 3, 4 and 5 of Part II have been omitted because they are not applicable with respect to the current reporting period.
|
ASSETS
|
April 13,
2012
|
October 28,
2011
|
||||||
(Unaudited)
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
9,266
|
$
|
9,324
|
||||
Accounts receivable, less allowance for doubtful accounts of $76 and $124, respectively, and promotional allowances of $3,084 and $2,289, respectively
|
9,356
|
9,702
|
||||||
Inventories, less inventory reserves of $483 and $318, respectively
|
15,506
|
16,888
|
||||||
Prepaid expenses and other current assets
|
710
|
340
|
||||||
Refundable income taxes
|
992
|
1,036
|
||||||
Deferred income taxes, net of valuation allowance
|
- |
-
|
||||||
Total current assets
|
35,830
|
37,290
|
||||||
Property, plant and equipment, less accumulated depreciation of $56,176 and $55,622, respectively
|
7,447
|
7,903
|
||||||
Other non-current assets
|
12,407
|
11,773
|
||||||
Deferred income taxes, less valuation allowance of $9,044
|
- |
-
|
||||||
Total assets
|
$
|
55,684
|
$
|
56,966
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
4,377
|
$
|
4,246
|
||||
Accrued payroll, advertising and other expenses
|
5,442
|
5,590
|
||||||
Current portion of non-current liabilities
|
1,844
|
3,439
|
||||||
Total current liabilities
|
11,663
|
13,275
|
||||||
Non-current liabilities
|
18,540
|
18,853
|
||||||
Total liabilities
|
30,203
|
32,128
|
||||||
Commitments and contingencies (Note 3)
|
||||||||
Shareholders' equity:
|
||||||||
Preferred stock, without par value; authorized - 1,000 shares; issued and outstanding - none
|
- | - | ||||||
Common stock, $1.00 par value; authorized - 20,000 shares; issued and outstanding – 9,185 and 9,198 shares, respectively
|
9,242
|
9,255
|
||||||
Capital in excess of par value
|
9,108
|
9,214
|
||||||
Retained earnings
|
23,858
|
23,096
|
||||||
Accumulated other comprehensive loss
|
(16,727
|
)
|
(16,727
|
)
|
||||
Total shareholders' equity
|
25,481
|
24,838
|
||||||
Total liabilities and shareholders' equity
|
$
|
55,684
|
$
|
56,966
|
12 weeks ended
|
24 weeks ended
|
|||||||||||||||
April 13,
2012
|
April 15,
2011
|
April 13,
2012
|
April 15,
2011
|
|||||||||||||
Net sales
|
$
|
27,313
|
$
|
25,178
|
$
|
57,028
|
$
|
53,987
|
||||||||
Cost of products sold
|
17,572
|
16,720
|
38,724
|
35,720
|
||||||||||||
Gross margin
|
9,741
|
8,458
|
18,304
|
18,267
|
||||||||||||
Selling, general and administrative expenses
|
8,701
|
8,602
|
17,542
|
17,642
|
||||||||||||
Income (loss) before taxes
|
1,040
|
(144
|
)
|
762
|
625
|
|||||||||||
Income tax (benefit) provision
|
-
|
-
|
-
|
(397
|
)
|
|||||||||||
Net income (loss)
|
$
|
1,040
|
$
|
(144
|
)
|
$
|
762
|
$
|
1,022
|
|||||||
Net income (loss) per share – Basic and diluted
|
$
|
0.11
|
$
|
(0.02
|
)
|
$
|
0.08
|
$
|
0.11
|
|||||||
Weighted average common shares – Basic and diluted
|
9,188
|
9,316
|
9,192
|
9,320
|
||||||||||||
Cash dividends paid per share
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
0.10
|
24 weeks ended
|
||||||||
April 13,
2012
|
April 15,
2011
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income
|
$
|
762
|
$
|
1,022
|
||||
Income or charges not affecting cash and cash equivalents:
|
||||||||
Depreciation
|
745
|
929
|
||||||
(Recoveries) losses on accounts receivable
|
(88
|
)
|
77
|
|||||
Gain on sale of property, plant and equipment
|
(6
|
)
|
(35
|
)
|
||||
Effect on cash and cash equivalents from changes in operating assets and liabilities: | ||||||||
Accounts receivable
|
434
|
(1,348
|
)
|
|||||
Inventories
|
1,382
|
(1,971
|
)
|
|||||
Prepaid expenses and other current assets
|
(326
|
)
|
(709
|
)
|
||||
Other non-current assets
|
(634
|
)
|
(571
|
)
|
||||
Accounts payable
|
131
|
455
|
||||||
Accrued payroll, advertising and other expenses and current portion of non-current liabilities
|
(1,743
|
)
|
(509
|
)
|
||||
Non-current liabilities
|
(313
|
)
|
(599
|
)
|
||||
Net cash provided by (used in) operating activities
|
344
|
(3,259
|
)
|
|||||
Cash used in investing activities:
|
||||||||
Proceeds from sale of property, plant and equipment
|
6
|
35
|
||||||
Additions to property, plant and equipment
|
(289
|
)
|
(657
|
)
|
||||
Net cash used in investing activities
|
(283
|
)
|
(622
|
)
|
||||
Cash used in financing activities:
|
||||||||
Shares repurchased
|
(119
|
)
|
(229
|
)
|
||||
Cash dividends paid
|
-
|
(932
|
)
|
|||||
Net cash used in financing activities
|
(119
|
)
|
(1,161
|
)
|
||||
Net decrease in cash and cash equivalents
|
(58
|
)
|
(5,042
|
)
|
||||
Cash and cash equivalents at beginning of period
|
9,324
|
15,686
|
||||||
Cash and cash equivalents at end of period
|
$
|
9,266
|
$
|
10,644
|
||||
Cash paid for income taxes
|
$
|
-
|
$
|
91
|
(Unaudited)
|
||||||||
April 13,
2012
|
October 28,
2011
|
|||||||
Meat, ingredients and supplies
|
$
|
6,117
|
$
|
5,434
|
||||
Work in progress
|
1,623
|
1,549
|
||||||
Finished goods
|
7,766
|
9,905
|
||||||
$
|
15,506
|
$
|
16,888
|
Twelve Weeks Ended
|
Frozen Food
|
Refrigerated and
Snack Food
|
||||||||||||||||||
April 13, 2012
|
Products
|
Products
|
Other
|
Elimination
|
Totals
|
|||||||||||||||
Sales to external customers
|
$
|
12,609
|
$
|
14,704
|
$
|
-
|
$
|
-
|
$
|
27,313
|
||||||||||
Intersegment sales
|
-
|
199
|
-
|
(199
|
)
|
-
|
||||||||||||||
Net sales
|
12,609
|
14,903
|
-
|
(199
|
)
|
27,313
|
||||||||||||||
Cost of products sold
|
7,627
|
10,144
|
-
|
(199
|
)
|
17,572
|
||||||||||||||
Gross margin
|
4,982
|
4,759
|
-
|
-
|
9,741
|
|||||||||||||||
Selling, general and administrative expenses
|
3,939
|
4,761
|
1
|
|
-
|
8,701
|
||||||||||||||
Income (loss) before taxes
|
1,043
|
(2
|
)
|
(1
|
)
|
-
|
1,040
|
|||||||||||||
Total assets
|
$
|
10,832
|
$
|
21,862
|
$
|
22,990
|
$
|
-
|
$
|
55,684
|
||||||||||
Additions to property, plant and equipment
|
$
|
23
|
$
|
(5
|
)
|
$
|
8
|
$
|
-
|
$
|
26
|
Twelve Weeks Ended
|
Frozen Food
|
Refrigerated and
Snack Food
|
||||||||||||||||||
April 15, 2011
|
Products
|
Products
|
Other
|
Elimination
|
Totals
|
|||||||||||||||
Sales to external customers
|
$
|
12,388
|
$
|
12,790
|
$
|
-
|
$
|
-
|
$
|
25,178
|
||||||||||
Intersegment sales
|
295
|
-
|
(295
|
)
|
-
|
|||||||||||||||
Net sales
|
12,388
|
13,085
|
-
|
(295
|
)
|
25,178
|
||||||||||||||
Cost of products sold
|
7,923
|
9,092
|
-
|
(295
|
)
|
16,720
|
||||||||||||||
Gross margin
|
4,465
|
3,993
|
-
|
-
|
8,458
|
|||||||||||||||
Selling, general and administrative expenses
|
3,842
|
4,752
|
8
|
-
|
8,602
|
|||||||||||||||
Income (loss) before taxes
|
623
|
(759
|
)
|
(8
|
)
|
-
|
(144
|
)
|
||||||||||||
Total assets
|
$
|
11,319
|
$
|
23,912
|
$
|
24,499
|
$
|
-
|
$
|
59,730
|
||||||||||
Additions to property, plant and equipment
|
$
|
46
|
$
|
(25
|
)
|
$
|
158
|
$
|
-
|
$
|
179
|
Twenty-four Weeks Ended
|
Frozen Food
|
Refrigerated and
Snack Food
|
||||||||||||||||||
April 13, 2012
|
Products
|
Products
|
Other
|
Elimination
|
Totals
|
|||||||||||||||
Sales to external customers
|
$
|
26,262
|
$
|
30,766
|
$
|
-
|
$
|
-
|
$
|
57,028
|
||||||||||
Intersegment sales
|
-
|
385
|
-
|
(385
|
)
|
-
|
||||||||||||||
Net sales
|
26,262
|
31,151
|
-
|
(385
|
)
|
57,028
|
||||||||||||||
Cost of products sold
|
16,430
|
22,679
|
-
|
(385
|
)
|
38,724
|
||||||||||||||
Gross margin
|
9,832
|
8,472
|
-
|
-
|
18,304
|
|||||||||||||||
Selling, general and administrative expenses
|
7,798
|
9,763
|
(19
|
)
|
-
|
17,542
|
||||||||||||||
Income (loss) before taxes
|
2,034
|
(1,291
|
)
|
19
|
-
|
762
|
||||||||||||||
Total assets
|
$
|
10,832
|
$
|
21,862
|
$
|
22,990
|
$
|
-
|
$
|
55,684
|
||||||||||
Additions to property, plant and equipment
|
$
|
42
|
$
|
228
|
$
|
19
|
$
|
-
|
$
|
289
|
Twenty-four Weeks Ended
|
Frozen Food
|
Refrigerated and
Snack Food
|
||||||||||||||||||
April 15, 2011
|
Products
|
Products
|
Other
|
Elimination
|
Totals
|
|||||||||||||||
Sales to external customers
|
$
|
26,385
|
$
|
27,602
|
$
|
-
|
$
|
-
|
$
|
53,987
|
||||||||||
Intersegment sales
|
513
|
-
|
(513
|
)
|
-
|
|||||||||||||||
Net sales
|
26,385
|
28,115
|
-
|
(513
|
)
|
53,987
|
||||||||||||||
Cost of products sold
|
16,089
|
20,144
|
-
|
(513
|
)
|
35,720
|
||||||||||||||
Gross margin
|
10,296
|
7,971
|
-
|
-
|
18,267
|
|||||||||||||||
Selling, general and administrative expenses
|
7,727
|
9,931
|
(16
|
)
|
-
|
17,642
|
||||||||||||||
Income (loss) before taxes
|
2,569
|
(1,960
|
)
|
16
|
-
|
625
|
||||||||||||||
Total assets
|
$
|
11,319
|
$
|
23,912
|
$
|
24,499
|
$
|
-
|
$
|
59,730
|
||||||||||
Additions to property, plant and equipment
|
$
|
140
|
$
|
359
|
$
|
158
|
$
|
-
|
$
|
657
|
Effective tax rate and benefit
|
%
|
|||
Federal statutory rate
|
34.0
|
|||
State taxes
|
5.2
|
|||
Change in valuation allowance
|
-36.0
|
|||
Other
|
-3.2
|
|||
Total effective tax rate and tax benefit
|
0.0
|
Impact on Net Sales-Consolidated
|
%
|
$
|
||||||
Selling price per pound
|
5.6
|
1,573
|
||||||
Unit sales volume in pounds
|
1.0
|
285
|
||||||
Returns activity
|
0.7
|
89
|
||||||
Promotional activity
|
1.2
|
188
|
||||||
Increase in net sales
|
8.5
|
2,135
|
Impact on Net Sales-Frozen Food Products
|
%
|
$
|
||||||
Selling price per pound
|
3.6
|
495
|
||||||
Unit sales volume in pounds
|
-2.3
|
(317
|
)
|
|||||
Returns activity
|
-0.1
|
(17
|
)
|
|||||
Promotional activity
|
0.6
|
60
|
||||||
Increase in net sales
|
1.8
|
221
|
Impact on Net Sales-Refrigerated and Snack Food Products
|
%
|
$
|
||||||
7.4
|
1,078
|
|||||||
Unit sales volume in pounds
|
4.1
|
601
|
||||||
Returns activity
|
1.8
|
106
|
||||||
Promotional activity
|
1.7
|
129
|
||||||
Increase in net sales
|
15.0
|
1,914
|
12 Weeks Ended
|
Expense/Gain
|
|||||||||||
April 13, 2012
|
April 15, 2011
|
Increase (Decrease)
|
||||||||||
Cash surrender value gain
|
(574
|
)
|
(175
|
)
|
(399
|
)
|
||||||
Other SG&A
|
9,275
|
8,777
|
498
|
|||||||||
Total
|
$
|
8,701
|
$
|
8,602
|
$
|
99
|
Impact on Net Sales-Consolidated
|
%
|
$
|
||||||
Selling price per pound
|
3.6
|
2,152
|
||||||
Unit sales volume in pounds
|
1.8
|
1,082
|
||||||
Returns activity
|
0.4
|
136
|
||||||
Promotional activity
|
-0.2
|
(329
|
)
|
|||||
Increase in net sales
|
5.6
|
3,041
|
Impact on Net Sales-Frozen Food Products
|
%
|
$
|
||||||
Selling price per pound
|
3.7
|
1,078
|
||||||
Unit sales volume in pounds
|
-3.1
|
(913
|
)
|
|||||
Returns activity
|
-0.2
|
(52
|
)
|
|||||
Promotional activity
|
-0.9
|
(236
|
)
|
|||||
Decrease in net sales
|
-0.5
|
(123
|
)
|
Impact on Net Sales-Refrigerated and Snack Food Products
|
%
|
$
|
||||||
Selling price per pound
|
3.5
|
1,074
|
||||||
Unit sales volume in pounds
|
6.5
|
1,995
|
||||||
Returns activity
|
1.3
|
188
|
||||||
Promotional activity
|
0.2
|
(93
|
)
|
|||||
Increase in net sales
|
11.5
|
3,164
|
24 weeks Ended
|
Expense/Gain
|
|||||||||||
April 13, 2012
|
April 15, 2011
|
Increase
(Decrease)
|
||||||||||
Wages and bonus
|
$
|
6,563
|
6,810
|
(247
|
)
|
|||||||
Pension
|
429
|
226
|
203
|
|||||||||
Workers’ compensation
|
170
|
343
|
(173
|
)
|
||||||||
Recoveries (losses) on accounts receivable
|
(88
|
)
|
77
|
(165
|
)
|
|||||||
Other SG&A
|
10,468
|
10,186
|
282
|
|||||||||
Total
|
$
|
17,542
|
17,642
|
(100
|
)
|
April 13, 2012
|
April 15, 2011
|
|||||||
Income tax benefit
|
$
|
-
|
$
|
(397
|
)
|
|||
Effective tax rate
|
-
|
-63.6%
|
April 13, 2012
|
April 15, 2011
|
|||||||
Net income
|
$
|
762
|
$
|
1,022
|
||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Depreciation
|
745
|
929
|
||||||
(Recoveries) losses on accounts receivable
|
(88
|
)
|
77
|
|||||
Gain on sale of property, plant and equipment
|
(6
|
)
|
(35
|
)
|
||||
Changes in operating working capital
|
(1,069
|
)
|
(5,252
|
)
|
||||
Net cash provided by (used in) operating activities
|
$
|
344
|
$
|
(3,259
|
)
|
April 13, 2012
|
April 15, 2011
|
|||||||
Proceeds from sale of property, plant and equipment
|
$
|
6
|
$
|
35
|
||||
Additions to property, plant and equipment
|
(289
|
)
|
(657
|
)
|
||||
Net cash used in investing activities
|
$
|
(283
|
)
|
$
|
(622
|
)
|
April 13, 2012
|
April 15, 2011
|
|||||||
Changes in projects in process
|
$
|
(146
|
)
|
$
|
432
|
|||
Processing equipment
|
178
|
88
|
||||||
Delivery vehicles
|
- |
56
|
||||||
Building improvements
|
5
|
54
|
||||||
Packaging lines
|
210
|
21
|
||||||
Temperature control and product storage
|
42
|
6
|
||||||
Additions to property, plant and equipment
|
$
|
289
|
$
|
657
|
April 13, 2012
|
April 15, 2011
|
|||||||
Shares repurchased
|
$
|
(119
|
)
|
$
|
(229
|
)
|
||
Cash dividends paid
|
-
|
(932
|
)
|
|||||
$
|
(119
|
)
|
$
|
(1,161
|
)
|
ISSUER PURCHASES OF EQUITY SECURITIES
|
Period (1)
|
Total Number of
Shares Purchased
|
Average Price
Paid Per Share
|
Total Number of Shares
Purchased as Part
of Publicly Announced
Plans or Programs (2)
|
Maximum Number of
Shares that May Yet
Be Purchased Under
the Plans or Programs (2)
|
||||||||||||
January 21, 2012 – February 17, 2012
|
2,021
|
$
|
10.35
|
2,021
|
232,644
|
|||||||||||
February 18, 2012 – March 16, 2012
|
1,716
|
9.49
|
1,716
|
230,928
|
||||||||||||
March 17, 2012 – April 13, 2012
|
2,292
|
$
|
8.84
|
2,292
|
228,636
|
|||||||||||
Total
|
6,029
|
$
|
9.53
|
6,029
|
(1)
|
The periods shown are the fiscal periods during the twelve-week quarter ended April 13, 2012.
|
(2)
|
Repurchases reflected in the foregoing table were made on the open market. Our stock repurchase program was approved by the Board of Directors in November 1999 (1,500,000 shares authorized, disclosed in a Form 10-K filed on January 26, 2000) and was expanded in June 2005 (500,000 additional shares authorized, disclosed in a press release and Form 8-K filed on June 17, 2005). Under the stock repurchase program, we are authorized, at the discretion of our 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. Our Stock Purchase Plan (“Purchase Plan”) is administered by Citigroup Global Markets Inc. (“CGM”) for purchase of shares of our common stock in compliance with the requirements of Rule 10b5-1 under the Exchange Act. Commencing on December 12, 2011 and continuing through and including October 13, 2012, CGM shall act as our exclusive agent to purchase shares of our common stock under the Purchase Plan. This Purchase Plan supplements any purchases of stock by us “outside” of the Purchase Plan, which may occur from time to time, in open market transactions pursuant to Rule 10b-18 of the Exchange Act or in privately-negotiated transactions. As of April 13, 2012, the total maximum number of shares that may be purchased under the Purchase Plan is 228,636 at a purchase price not to exceed $12.00 per share at a total maximum aggregate price (exclusive of commission) of $2,743,632.
|
Exhibit No.
|
Description
|
|
31.1
|
Certification of Chairman of the Board (Principal Executive Officer), as required by Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
Certification of Chief Financial Officer (Principal Financial and Accounting Officer), as required by Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
Certification of Chairman of the Board (Principal Executive Officer), as required by Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
Certification of Chief Financial Officer (Principal Financial and Accounting Officer), as required by Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.1
|
XBRL Instance Document.*
|
101.2
|
XBRL Taxonomy Extension Schema Document.*
|
101.3
|
XBRL Taxonomy Extension Calculation Linkbase Document.*
|
101.4
|
XBRL Taxonomy Extension Definition Linkbase Document.*
|
101.5
|
XBRL Taxonomy Extension Label Linkbase Document.*
|
101.6
|
XBRL Taxonomy Extension Presentation Linkbase Document.*
|
BRIDGFORD FOODS CORPORATION
|
|||
(Registrant)
|
|||
Dated: May 25, 2012
|
By:
|
/s/ Raymond F. Lancy
|
|
Raymond F. Lancy
|
|||
Chief Financial Officer
|
|||
(Duly Authorized Officer, Principal Financial and Accounting Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Bridgford Foods Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dated: May 25, 2012
|
/s/ William L. Bridgford
|
|
William L. Bridgford, Chairman of the Board
|
||
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Bridgford Foods Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dated: May 25, 2012
|
/s/ Raymond F. Lancy
|
|
Raymond F. Lancy, Chief Financial Officer,
Vice President, Treasurer and Assistant Secretary
|
||
(Principal Financial and Accounting Officer)
|
1.
|
the Quarterly Report on Form 10-Q of the Company for the quarterly period ended April 13, 2012 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 780(d)); and
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated: May 25, 2012
|
/s/ William L. Bridgford
|
|
William L. Bridgford, Chairman of the Board
|
||
(Principal Executive Officer)
|
(1)
|
the Quarterly Report on Form 10-Q of the Company for the quarterly period ended April 13, 2012 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 780(d)); and
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated: May 25, 2012
|
/s/ Raymond F. Lancy
|
|
Raymond F. Lancy, Chief Financial Officer,
Vice President, Treasurer and Assistant Secretary
|
||
(Principal Financial and Accounting Officer)
|
FG
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MN7ZX]+V/P;5U=&'M>Z?OK+UP&4QNYP?CX2!Z>W4Z?CC_O'_CWB%K\>?YO;W\
MY?SS7V^GB[]^B1;'[RXFTT_?7QWMC
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M1Y`I0#72+T901;39"5BH'VEXB+T7-+PESQ'`7MU>_MI]*F?E1>Z\K5SY<-PH
M^G<5JY!1&3V![([KS"T,?SS6.^7I>(=C-8;R/M@V*GVJ>.SZ@@ULVSV<+C?<
M*I##9V&U4>"SP^?P25(-78<>7FM`-#N4&L,L*ZK+"&H;A5X<7J&A/4.'C*5Y
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M*U+]$J,[R4$SDU]5M9@4,H^+[J!3M.DBZ=QU]M,FDY:]M^#:P^EP2:]
6 Months Ended
Segment Reporting Disclosure [Text Block]