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 January 22, 2016
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
BRIDGFORD FOODS CORPORATION
(Exact name of Registrant as specified in its charter)
California | 95-1778176 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | identification number) |
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 February 29, 2016 the registrant had 9,077,275 shares of common stock outstanding.
1 of 20
BRIDGFORD FOODS CORPORATION
FORM 10-Q QUARTERLY REPORT
INDEX
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 January 22, 2016 (unaudited) and October 30, 2015. | 3 |
|
|
b. Condensed Consolidated Statements of Operations for the twelve weeks ended January 22, 2016 and January 23, 2015 (unaudited) | 4 |
|
|
c. Condensed Consolidated Statements of Cash Flows for the twelve weeks ended January 22, 2016 and January 23, 2015 (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 | 9 |
|
|
Item 3. Quantitative and Qualitative Disclosures about Market Risk | 17 |
|
|
Item 4. Controls and Procedures | 17 |
|
|
Part II. Other Information |
|
|
|
Item 1A. Risk Factors | 18 |
|
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 18 |
|
|
Item 6. Exhibits | 19 |
|
|
Signatures | 20 |
Items 1, 3, 4 and 5 of Part II have been omitted because they are not applicable with respect to the Company and/or the current reporting period.
2 of 20
Part I. Financial Information
Item 1. A.
BRIDGFORD FOODS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
January 22, 2016 | October 30, 2015 | |||||||
(Unaudited) | ||||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 12,642 | $ | 5,842 | ||||
Accounts receivable, less allowance for doubtful accounts of $82 and $146, respectively, and promotional allowances of $3,704 and $3,061, respectively | 12,679 | 14,619 | ||||||
Inventories, less inventory reserves of $359 and $381, respectively (Note 2) | 16,327 | 19,977 | ||||||
Prepaid expenses and other current assets | 1,017 | 319 | ||||||
Total current assets | 42,665 | 40,757 | ||||||
Property, plant and equipment, net of accumulated depreciation and amortization of $61,056 and $60,454, respectively | 10,114 | 10,235 | ||||||
Other non-current assets | 23,988 | 24,310 | ||||||
Total assets | $ | 76,767 | $ | 75,302 | ||||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 5,050 | $ | 6,087 | ||||
Accrued payroll, advertising and other expenses | 4,425 | 5,203 | ||||||
Current portion of non-current liabilities | 2,654 | 2,825 | ||||||
Income taxes payable | 1,342 | 96 | ||||||
Total current liabilities | 13,471 | 14,211 | ||||||
Non-current liabilities | 25,804 | 25,446 | ||||||
Total liabilities | 39,275 | 39,657 | ||||||
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 –9,077 and 9,080 shares, respectively | 9,135 | 9,138 | ||||||
Capital in excess of par value | 8,312 | 8,334 | ||||||
Retained earnings | 42,175 | 40,303 | ||||||
Accumulated other comprehensive loss | (22,130 | ) | (22,130 | ) | ||||
Total shareholders' equity | 37,492 | 35,645 | ||||||
Total liabilities and shareholders' equity | $ | 76,767 | $ | 75,302 |
See accompanying notes to condensed consolidated financial statements.
3 of 20
Item 1. B.
BRIDGFORD FOODS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except per share amounts)
12 weeks ended | ||||||||
January 22, 2016 | January 23, 2015 | |||||||
Net sales | $ | 36,156 | $ | 34,712 | ||||
Cost of products sold | 22,377 | 25,095 | ||||||
Gross margin | 13,779 | 9,617 | ||||||
Selling, general and administrative expenses | 10,678 | 9,150 | ||||||
Income before taxes | 3,101 | 467 | ||||||
Income tax provision | 1,229 | - | ||||||
Net income | $ | 1,872 | $ | 467 | ||||
Net income per share – Basic and diluted | $ | 0.21 | $ | 0.05 | ||||
Weighted average common shares – Basic and diluted | 9,079 | 9,113 |
See accompanying notes to condensed consolidated financial statements.
4 of 20
Item 1. c.
BRIDGFORD FOODS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
12 weeks ended | ||||||||
January 22, 2016 | January 23, 2015 | |||||||
Cash flows from operating activities: | ||||||||
Net income | $ | 1,872 | $ | 467 | ||||
Income or charges not affecting cash and cash equivalents: | ||||||||
Depreciation | 700 | 722 | ||||||
Provision for (recoveries) losses on accounts receivable | (82 | ) | 52 | |||||
Provision for promotional allowances | 643 |
| 704 | |||||
Gain on sale of property, plant and equipment | (1 | ) | (29 | ) | ||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | 1,379 | (2,040 | ) | |||||
Inventories | 3,650 | 6,917 | ||||||
Prepaid expenses and other current assets | (698 | ) | (325 | ) | ||||
Other non-current assets | 322 | (66 | ) | |||||
Accounts payable | (1,133 | ) | (1,016 | ) | ||||
Accrued payroll, advertising and other expenses | (949 | ) | (258 | ) | ||||
Income taxes payable | 1,342 | - | ||||||
Non-current liabilities | 393 | (237 | ) | |||||
Net cash provided by operating activities | 7,438 | 4,891 | ||||||
Cash used in investing activities: | ||||||||
Proceeds from sale of property, plant and equipment | 1 | 29 | ||||||
Additions to property, plant and equipment | (578 | ) | (92 | ) | ||||
Net cash used in investing activities | (577 | ) | (63 | ) | ||||
Cash used in financing activities: | ||||||||
Shares repurchased | (25 | ) | (38 | ) | ||||
Payment of capital lease obligations | (36 | ) | (55 | ) | ||||
Net cash used in financing activities | (61 | ) | (93 | ) | ||||
Net increase in cash and cash equivalents | 6,800 | 4,735 | ||||||
Cash and cash equivalents at beginning of period | 5,842 | 192 | ||||||
Cash and cash equivalents at end of period | $ | 12,642 | $ | 4,927 | ||||
Supplemental cash flow information: | ||||||||
Cash paid for income taxes | $ | 153 | $ | 12 |
See accompanying notes to condensed consolidated financial statements.
5 of 20
Item 1. d.
BRIDGFORD FOODS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(in thousands, except percentages, share and per share amounts)
Note 1 - Summary of Significant Accounting Policies:
The unaudited condensed consolidated financial statements of Bridgford Foods Corporation (the "Company", "we", "our", "us") for the twelve weeks ended January 22, 2016 and January 23, 2015 have been prepared in conformity with the accounting principles described in the Company's Annual Report on Form 10-K for the fiscal year ended October 30, 2015 (the "Annual Report") and include all adjustments considered necessary by management for a fair presentation of the interim periods. This report should be read in conjunction with the Annual Report. Due to seasonality and other factors, interim results are not necessarily indicative of the results for the full year. Recent accounting pronouncements and their effect on the Company are discussed in Management's Discussion and Analysis of Financial Condition and Results of Operations in this Form 10-Q.
The October 30, 2015 balance sheet amounts within these interim condensed consolidated financial statements were derived from the audited fiscal 2015 financial statements.
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported revenues and expenses during the reporting periods. Actual results may vary from these estimates. Some of the estimates needed to be made by management include the allowance for doubtful accounts, promotional and returns allowances, inventory reserves, the estimated useful lives of property and equipment, and the valuation allowance for the Company's deferred tax assets. Actual results could materially differ from these estimates. Amounts estimated related to liabilities for self-insured workers' compensation, employee healthcare and pension benefits are especially subject to inherent uncertainties and these estimated liabilities may ultimately settle at amounts which vary from our current estimates. Market conditions and the volatility in stock markets may cause significant changes in the measurement of our pension fund liabilities and the performance of our life insurance policies in future periods.
Financial instruments that subject the Company to credit risk consist primarily of cash and cash equivalents, accounts receivable, accounts payable and accrued payroll, advertising and other expenses. The carrying amount of these instruments approximate fair market value due to their short term maturity. At January 22, 2016, the Company had accounts in excess of the Federal Deposit Insurance Corporation insurance coverage limit. The Company has not experienced any losses in these accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents. The Company grants payment terms to a significant number of customers that are diversified over a wide geographic area. The Company monitors the payment histories of its customers and maintains an allowance for doubtful accounts which is reviewed for adequacy on a quarterly basis. The Company does not require collateral from its customers.
The table below shows customers that accounted for more than 20% of consolidated accounts receivable ("AR") or 10% of consolidated sales for the twelve weeks ended January 22, 2016 and January 23, 2015, respectively.
Customer Concentration > 20% of AR or 10% of Sales *
Wal-Mart | ||||||||
Sales | AR | |||||||
January 22, 2016 | 41.2 | % | 39.8 | % | ||||
January 23, 2015 | 35.8 | % | 35.4 | % |
* = No other customer accounted for more than 20% of consolidated accounts receivable or 10% of consolidated sales for the twelve weeks ended January 22, 2016 or the twelve weeks ended January 23, 2015. |
Subsequent events
Management has evaluated events subsequent to January 22, 2016 through the date that the accompanying condensed consolidated financial statements were filed with the Securities and Exchange Commission for transactions and other events which may require adjustments of and/or disclosure in such financial statements.
6 of 20
Basic and diluted earnings per share
Basic and diluted earnings per share are calculated based on the weighted average number of shares outstanding for all periods presented. No stock options, warrants, or convertible securities were outstanding as of January 22, 2016 or January 23, 2015, respectively.
Note 2 - Inventories:
Inventories are comprised of the following at the respective period ends:
(unaudited) January 22, 2016 | October 30, 2015 | |||||||
Meat, ingredients and supplies | $ | 4,694 | $ | 5,268 | ||||
Work in progress | 807 | 1,125 | ||||||
Finished goods | 10,826 | 13,584 | ||||||
$ | 16,327 | $ | 19,977 |
Inventories are valued at the lower of cost (which approximates actual cost on a first-in, first-out basis) or market. Costs related to warehousing, transportation and distribution to customers are considered when computing market value. Inventories include the cost of ingredients, labor and manufacturing overhead. We regularly review inventory quantities on hand and write down any excess or obsolete inventories to estimated net realizable value. An inventory reserve is created when potentially slow-moving or obsolete inventories are identified in order to reflect the appropriate inventory value. Changes in economic conditions, production requirements, and lower than expected customer demand could result in additional obsolete or slow-moving inventory that cannot be sold or may need to be sold at reduced prices and could result in additional reserve provisions.
Note 3 - Commitments and Contingencies:
We invested in OTR (over-the-road) tractors during the third quarter of fiscal 2012 financed by a capital lease obligation in the amount of $1,848. After reevaluating our fleet delivery needs, we returned five OTR tractors financed by the capital lease arrangement with a remaining liability of $656 during the second quarter of fiscal 2015. The total capital lease obligation remaining for transportation equipment as of January 22, 2016 is $689. The lease arrangement also contains a variable component of seven cents per mile based on miles driven over the lease life. The capital lease arrangement replaced the long-standing month-to-month leases of transportation equipment.