Note 2—Inventories

Inventories are comprised as follows at the respective periods:

Note 3—Basic and diluted earnings per share

The Company had employee stock options outstanding totaling 250,000 at the twenty-four week period ended April 16, 2004 and April 18, 2003. The effect of the employee stock options outstanding for the twenty-four weeks ended April 16, 2004 and April 18, 2003 was not included in the calculation of diluted shares and diluted earnings per share as to do so would be anti-dilutive.

Note 4—Stock-Based Compensation

The Company applies the provisions of Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” in accounting for stock-based compensation; therefore, no compensation expense has been recognized for its fixed stock option plans as options generally are granted at fair market value based upon the closing price on the date immediately preceding the grant date. The Company has adopted the disclosure requirements for SFAS No. 123, “Accounting for Stock-Based Compensation.” On December 31, 2002, the FASB issued SFAS No. 148, Accounting for Stock Based Compensation-Transition and Disclosure, which amends SFAS No. 123. SFAS No. 148 requires more prominent and frequent disclosures about the effects of stock-based compensation. Accordingly, if compensation expense for the Company’s stock options had been recognized, based upon the fair value of awards granted, the Company’s net income and earnings per share would have been reduced to the following pro forma amounts:

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The pro forma amounts were estimated using the Black-Scholes option-pricing model. No options were granted during the first twenty-four weeks of the fiscal year ending October 29, 2004.

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Item 2.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Form 10-Q under Item 2., “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Form 10-Q constitute “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. In addition, the Company may from time to time make oral forward-looking statements. Such forward looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of Bridgford Foods Corporation to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Such factors include, among others, the following: general economic and business conditions; the impact of competitive products and pricing; success of operating initiatives; development and operating costs; advertising and promotional efforts; adverse publicity; acceptance of new product offerings; consumer trial and frequency; changes in business strategy or development plans; availability, terms and deployment of capital; availability of qualified personnel; commodity, labor, and employee benefit costs; changes in, or failure to comply with, government regulations; weather conditions; construction schedules; and other factors referenced in this Form 10-Q and in Bridgford Foods’ Annual Report on Form 10-K for the fiscal year ended October 31, 2003. Because of these and other factors that may affect the Company’s operating results, past financial performance should not be considered an indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof, or to reflect the occurrence of unanticipated events.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 pension costs, self-insured workers’ compensation and employee healthcare are especially subject to inherent uncertainties and these estimated liabilities may ultimately settle at amounts not originally estimated. Management believes its current estimates are reasonable and based on the best information available at the time.

The Company’s credit risk is diversified across a broad range of customers and geographic regions. Losses due to credit risk have historically been immaterial although losses in fiscal year 2002 were significant. In fiscal year 2002, the provision for losses on accounts receivable was increased by $3,750,000 due to the bankruptcy of a significant customer and collectibility issues related to other significant accounts. The provision for losses on accounts receivable is based on historical trends and current collectibility risk. The Company has significant amounts receivable with a few large, well known customers which, although historically collectible, could be subject to material risk should these customers’ operations suddenly deteriorate. The Company monitors these customers closely to minimize the risk of loss. One customer comprised 14.8% of revenues and 16.0% of accounts receivable in the second quarter of fiscal year 2004.

Revenues are recognized upon passage of title to the customer typically upon product shipment or delivery to customers. Products are delivered to customers through the Company’s own fleet or through a Company-owned direct store delivery system.

The Company’s operating results are heavily dependent upon the prices paid for raw materials. The marketing of the Company’s value-added products does not lend itself to instantaneous changes in selling prices. Changes in selling prices are relatively infrequent and do not compare with the volatility of commodity markets.

Results of Operations for the Twelve Weeks ended April 16, 2004 and Twelve Weeks ended April 18, 2003.

Net sales increased by $1,467,000 (5.0%) to $30,541,000 in the second twelve-weeks of the 2004 fiscal year compared to the same twelve-week period last year. The primary reason for the increase was higher unit sales volume between comparative quarters. The increase in unit volume was primarily achieved through continued

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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

promotional efforts and new item introductions to new and current customers. Approximately 2% of the overall increase relates to higher selling prices. Net sales decreased $4,781,000 (13.5%) for the second twelve weeks of the 2004 fiscal year when compared to the prior twelve-week period ended January 23, 2004 (not shown). This decrease in net sales occurred primarily due to normal seasonal unit sales declines after the holiday season.

Cost of products sold increased by $1,434,000 (8.0%) in the second twelve weeks of the 2004 fiscal year to $19,359,000 compared to the twelve-week period in 2003. This increase is primarily related to increased unit sales volume. The gross margin decreased on a comparative basis due primarily to higher meat commodity costs compared to the comparative period. For the twelve-week period, beef jerky costs were less favorable than the comparative period. Flour commodity costs remained essentially flat when evaluated against the comparison period. Compared to the prior twelve-week period (not shown), the cost of products sold decreased $4,507,000 (18.9%) for the second twelve weeks of fiscal year 2004. This decrease is consistent with the normal seasonal sales decline due to the conclusion of the holiday season.

Selling, general and administrative expenses increased by $531,000 (5.3%) to $10,515,000 in the second twelve weeks of 2004 compared to the twelve-week period last year. The increase primarily relates to higher payroll and commissions paid on increased sales. As a percentage of sales, this category remained consistent with the sales increase, despite increased costs for fuel, outside storage, pension expenses and workers’ compensation. These increases were offset by continued cost cutting efforts instituted by management and a reduced provision for collection losses. Compared to the prior twelve-week period (not shown), selling, general and administrative expenses decreased by $150,000 (1.4%). The decrease in selling, general and administrative expenses did not directly correspond to the sales decrease due to the impact of fixed costs compared to lower sales levels.

Depreciation expense increased by $15,000 (1.5%) in the second twelve weeks of the 2004 fiscal year compared to the twelve-week period in 2003. The changes in depreciation expense were insignificant to the results of the quarter. Depreciation expense decreased $8,000 (0.8%) for the second twelve weeks of fiscal 2004 compared to the prior twelve-week period (not shown). The effective income tax rate was 38.0% in the second twelve weeks of fiscal 2004, consistent with the prior fiscal year and the prior twelve-week period.

Results of Operations for the Twenty-Four Weeks ended April 16, 2004 and April 18, 2003

Net sales for the first twenty-four weeks of fiscal year 2004 increased by 4,344,000 (7.1%) to $65,863,000 compared to the twenty-four week period of fiscal year 2003. The increase in net sales is primarily driven by higher unit sales volume. Approximately 1% of the increase relates to higher unit selling prices.

Cost of sales increased in the first twenty-four weeks of fiscal year 2004 by $4,143,000 (10.6%) to $43,225,000 compared to the twenty-four week period of fiscal year 2003. Cost of sales in the first twenty-four weeks increased primarily as a result of higher unit sales volume. Although flour costs declined slightly, meat commodities rose significantly compared to the prior 24 weeks adversely affecting the gross margin.

Selling, general and administrative expenses increased by $652,000 (3.2%) to $21,179,000 in the first twenty-four weeks of fiscal 2004 . The increase primarily relates to higher payroll and commissions paid on increased sales. As a percentage of sales, this category increased at a lower rate than the sales increase, despite increased costs for fuel, outside storage, pension expenses and workers’ compensation. These increases were offset by continued cost cutting efforts instituted by management and a reduced provision for collection losses.

Depreciation expense increased $38,000 (1.9%) in the first twenty-four weeks of fiscal 2004 compared to the prior fiscal twenty-four week period. The changes in depreciation expense were insignificant to the year-to-date results.

Liquidity and Capital Resources

Net cash from operating activities was $5,040,000 for the first twenty-four weeks of the 2004 fiscal year. The operating loss of $348,000 was offset principally by accounts receivable collections and inventory reductions

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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

related to normal seasonal trends. The Company utilized cash flow for additions to property, plant and equipment, share repurchases, and cash dividends. The net effect of these events resulted in a cash and cash equivalents increase of $2,382,000 (19.5%) to $14,578,000. The additions to property, plant and equipment reflect the Company’s continued investment in processing, transportation and information technology equipment. Cash dividends paid in the first twenty-four weeks of the 2004 fiscal year declined from the comparable period in the prior year from $1,045,000 to $513,000. The decline reflects the decrease in cash dividends paid from $0.05 to $0.03 per share. The Company also repurchased 31,496 shares of its common stock for $263,000 during the first twenty-four weeks of 2004. The average price per share of such repurchased shares was $8.34.

The Company remained free of interest bearing debt during the first twenty-four weeks of 2004. The Company’s revolving line of credit with Bank of America expires April 30, 2006 and provides for borrowings up to $2,000,000. The Company has not borrowed under this line for more than seventeen consecutive years.

The impact of inflation on the Company’s financial position and results of operations has not been significant. Management is of the opinion that the Company’s financial position and its capital resources are sufficient to provide for its operating needs and capital expenditures.

Item 3.

 
Quantitative and Qualitative Disclosures about Market Risk

The Company does not have significant foreign currency exposure at April 16, 2004. The Company’s financial instruments consist of cash and cash equivalents and life insurance policies at April 16, 2004. The carrying value of the Company’s financial instruments approximated their fair market values based on current market prices and rates. It is not the Company’s policy to enter into derivative financial instruments.

The Company purchases bulk flour under short-term fixed price contracts during the normal course of business. Under these arrangements, the Company is obligated to purchase specific quantities at fixed prices, within the specified contract period. These contracts provide for automatic price increases if agreed quantities are not delivered. No significant contracts remained unfulfilled at April 16, 2004.

Item 4.

Controls and Procedures

An evaluation as of the end of the period covered by this report was carried out under the supervision and with the participation of the Company’s management, including the Company’s Chairman and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s “disclosure controls and procedures,” as such term is defined under Rules 13a-15(e) and 15d -15(e) promulgated under the Securities Exchange Act of 1934. Based upon that evaluation, the Company’s Chairman and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.

The Company’s management, including the Company’s Chairman and Chief Financial Officer, has evaluated any changes in the Company’s internal control over financial reporting that occurred during quarter ended April 16, 2004, and has concluded that there was no change such reporting period that has materially affected, or is reasonably likely to materially affect, the Company’s internal control  
over financial reporting.

Part II. Other Information

Item 4.

Submission of Matters to a Vote of Security Holders

The Company held its annual meeting of shareholders on Wednesday, March 17, 2004 at the Four Points Sheraton, 1500 South Raymond Avenue, Fullerton, California at 10:00 am. Shareholders representing 9,866,807 or 96.2% of the 10,253,449 shares entitled to vote were present in person or by proxy. Proxies for the

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meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934. The following persons were nominated and elected directors. Votes withheld from specific nominees were insignificant.

Votes cast for directors were  
9,835,496 FOR, 4,776 AGAINST and 29,335 ABSTAIN or WITHHELD. Votes cast for reappointment of PriceWaterhouse Coopers LLP, as the independent public accounts for the Company for the fiscal year commencing November 1, 2003 were 9,823,426 FOR, 42,946 AGAINST and 2,021 ABSTAIN or WITHHELD.

Item 6.

Exhibits and Reports on Form 8-K

(a) Exhibits.

(b) Reports on Form 8-K.

On March 12, 2004, the Company furnished a current report on Form 8-K containing its earnings release for the first quarter 2004.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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