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, 2010
 
 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
                  (State or other jurisdiction
      of
                  incorporation or
      organization)
                
                95-1778176
                  (I.R.S. Employer
                  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 
[   ]     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 March 5, 2010 the registrant had
9,334,530 shares of common stock outstanding.
  1
 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 InformationItem
      1.  Financial Statements
                    
                    
                    
                    
                    
                    
                    
                    
                    Pagea.
      Condensed Consolidated Balance Sheets at January 22, 2010 (unaudited) and
      October 31, 2009
                    3b.
      Condensed Consolidated Statements of Operations for the twelve weeks ended
      January 22, 2010 and January 23, 2009 (unaudited)
                    
                    4c.
      Condensed Consolidated Statements of Cash Flows for the twelve weeks ended
      Janaury 22, 2010 and January 23, 2009 (unaudited)
                    5d.
      Notes to Condensed Consolidated Financial Statements (unaudited)
                    6Item
      2.  Management's Discussion and Analysis of Financial Condition
      and Results of Operations
                    
                    
                    
                    
                    9Item
      3.  Quantitative and Qualitative Disclosures about Market Risk
                    15Item
      4T.  Controls and Procedures
                    15Part
      II.  Other InformationItem
      1A.  Risk Factors
                    17Item
      2.  Unregistered Sales of Equity Securities and Use of
      Proceeds
                    17Item
      6.  Exhibits
                    18Signatures
                    19
 Items
1 and 3-5 of Part II have been omitted because they are not applicable with
respect to the current reporting period.
 2
 Part
I.  Financial Information
 Item 1.
a. BRIDGFORD FOODS CORPORATION CONDENSED
CONSOLIDATED BALANCE SHEETS (in
thousands, except per share amounts)
  ASSETS
                  
                  January
      22,
                    2010
                  
                  
                  October
      30,
                    2009(Unaudited)Current
      assets:Cash
      and cash equivalents
                  
                  $
                  15,065
                  
                  
                  $
                  13,911Accounts
      receivable, less allowance for doubtful accounts of $362and
      $404, respectively, and promotional allowances of $2,080and
      $1,962, respectively
                  
                  
                  8,616
                  
                  
                  
                  9,718Inventories
      (Note 2)
                  
                  
                  14,473
                  
                  
                  
                  15,595Prepaid
      expenses and other current assets
                  
                  
                  609
                  
                  
                  
                  789Total
      current assets
                  
                  
                  38,763
                  
                  
                  
                  40,013Property,
      plant and equipment, lessaccumulated
      depreciation of $55,719and
      $55,362, respectively
                  
                  
                  8,142
                  
                  
                  
                  8,300Other
      non-current assets
                  
                  
                  10,731
                  
                  
                  
                  10,586$
                  57,636
                  
                  
                  $
                  58,899LIABILITIES AND SHAREHOLDERS'
      EQUITYCurrent
      liabilities:Accounts
      payable
                  
                  $
                  3,193
                  
                  
                  $
                  4,227Accrued
      payroll, advertising and other expenses
                  
                  
                  8,601
                  
                  
                  
                  8,987Total
      current liabilities
                  
                  
                  11,794
                  
                  
                  
                  13,214Non-current
      liabilities
                  
                  
                  13,087
                  
                  
                  
                  13,262Total
      liabilities
                  
                  
                  24,881
                  
                  
                  
                  26,476Commitments
      and Contingencies (Note 3)Shareholders'
      equity:Preferred
      stock, without par valueAuthorized
      - 1,000 sharesIssued
      and outstanding - none
                  
                  
                  -
                  
                  
                  
                  -Common
      stock, $1.00 par valueAuthorized
      - 20,000 sharesIssued
      and outstanding - 9,339 and 9,355 shares
                  
                  
                  9,396
                  
                  
                  
                  9,412Capital
      in excess of par value
                  
                  
                  10,517
                  
                  
                  
                  10,646Retained
      earnings
                  
                  
                  21,562
                  
                  
                  
                  21,085Accumulated
      other comprehensive loss
                  
                  
                  (8,720
                  )
                  
                  
                  (8,720
                  )32,755
                  
                  
                  
                  32,423$
                  57,636
                  
                  
                  $
                  58,899
 See
accompanying notes to condensed consolidated financial
statements.
  3
 Item 1.
b.
 BRIDGFORD FOODS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS
 (Unaudited) (in
thousands, except per share amounts)
 12
      weeks endedJanuary 22,
                      2010
                    
                    
                    January
      23,
                      2009Net
      sales
                    
                    $
                    29,248
                    
                    
                    $
                    31,523Cost
      of products sold
                    
                    
                    17,077
                    
                    
                    
                    19,835Gross
      margin
                    
                    
                    12,171
                    
                    
                    
                    11,688Selling,
      general and administrative expenses
                    
                    
                    10,411
                    
                    
                    
                    10,207Income
      before taxes
                    
                    
                    1,760
                    
                    
                    
                    1,481Income
      tax provision
                    
                    
                    350
                    
                    
                    
                    -Net
      income
                    
                    $
                    1,410
                    
                    
                    $
                    1,481Basic
      and diluted earnings per share
                    
                    $
                    0.15
                    
                    
                    $
                    0.16Basic
      and diluted shares computed
                    
                    
                    9,344
                    
                    
                    
                    9,434Cash
      dividends paid per share
                    
                    $
                    0.10
                    
                    
                    $
                    0.00
 See
accompanying notes to condensed consolidated financial
statements.
  4
 Item 1.
c.
  BRIDGFORD FOODS CORPORATION CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in
thousands)
 12
      weeks endedJanuary
      22,
                        2010
                      
                      
                      January
      23,
                        2009Cash
      flows from operating activities:Net
      income
                      
                      $
                      1,410
                      
                      
                      $
                      1,481Income
      or charges not affecting cash and cash equivalents:Depreciation
                      
                      
                      559
                      
                      
                      
                      714(Recovery) provision on losses on accounts
      receivable
                      
                      
                      (31
                      )
                      
                      
                      25(Gain)
      loss on sale of property, plant and equipment
                      
                      
                      (3
                      )
                      
                      
                      4Effect
      on cash and cash equivalents of changes in operating assets and
      liabilities:Accounts
      receivable
                      
                      
                      1,133
                      
                      
                      
                      (231
                      )Inventories
                      
                      
                      1,122
                      
                      
                      
                      3,068Prepaid
      expenses and other current assets
                      
                      
                      180
                      
                      
                      
                      (274
                      )Other
      non-current assets
                      
                      
                      (145
                      )
                      
                      
                      240Accounts
      payable
                      
                      
                      (1,034
                      )
                      
                      
                      5Accrued
      payroll, advertising and other expenses
                      
                      
                      (386
                      )
                      
                      
                      (303
                      )Non-current
      liabilities
                      
                      
                      (175
                      )
                      
                      
                      (148
                      )Net
      cash provided by operating activities
                      
                      
                      2,630
                      
                      
                      
                      4,581Cash
      used in investing activities:Proceeds
      from sale of property, plant and equipment
                      
                      
                      3
                      
                      
                      
                      8Additions
      to property, plant and equipment
                      
                      
                      (401
                      )
                      
                      
                      (465
                      )Net
      cash used in investing activities
                      
                      
                      (398
                      )
                      
                      
                      (457
                      )Cash
      used in financing activities:Shares
      repurchased
                      
                      
                      (145
                      )
                      
                      
                      (3
                      )Cash
      dividends paid
                      
                      
                      (933
                      )
                      
                      
                      -Net
      cash used in financing activities
                      
                      
                      (1,078
                      )
                      
                      
                      (3
                      )Net
      increase in cash and cash equivalents
                      
                      
                      1,154
                      
                      
                      
                      4,121Cash
      and cash equivalents at beginning of period
                      
                      
                      13,911
                      
                      
                      
                      6,092Cash
      and cash equivalents at end of period
                      
                      $
                      15,065
                      
                      
                      $
                      10,213Cash
      paid for income taxes
                      
                      $
                      268
                      
                      
                      $
                      0
 See
accompanying notes to condensed consolidated financial statements.
  5
 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 consolidated condensed financial statements of Bridgford Foods
Corporation (the "Company", "we", "our", "us") for the twelve weeks ended
January 22, 2010 and January 23, 2009 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, 2009 (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.  New
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, 2009 balance sheet within these interim condensed consolidated
financial statements was derived from the audited fiscal 2009 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, inventory reserves and the
estimated useful lives of property and equipment, and the valuation allowance
for the Company’s deferred tax asset. 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.
 
 Financial
instruments that subject the Company to credit risk consist primarily of cash
and cash equivalents, accounts and other receivables, accounts payable and
accrued liabilities.  The carrying amount of these instruments
approximate fair market value due to the short maturity of these
instruments.  At January 22, 2010, 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 issues credit 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.
  For the
twelve weeks ended January 22, 2010 and January 23, 2009, Wal-Mart® accounted
for 12.6% and 8.3%, respectively of consolidated revenues or 19.2% and 16.5% of
consolidated accounts receivable.
  The
Company has changed the presentation of the Condensed Consolidated Statements of
Operations to present gross margin.  As a result, depreciation
previously presented separately is now part of cost of products sold and
selling, general and administrative expenses.   Prior year
amounts have been reclassified to give effect to this presentation.
  Note 2 -
Inventories:
 
 Inventories
are comprised of the following at the respective period ends:
  January
      22,
                        2010
                      
                      
                      October
      30,
                        2009(unaudited)Meat,
      ingredientsand
      supplies
                      
                      $
                      3,813
                      
                      
                      $
                      4,488Work
      in progress
                      
                      
                      1,729
                      
                      
                      
                      1,647Finished
      goods
                      
                      
                      8,931
                      
                      
                      
                      9,460$
                      14,473
                      
                      
                      $
                      15,595
  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 raw
materials, 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.  Inventory
reserves were $109 and $101, as of January 22, 2010 and October
30, 2009, respectively.
 
 6
  Note
3 - Commitments and Contingencies:
  The
Company leases certain transportation equipment under operating
leases.  The terms of the transportation leases provide for renewal
options and contingent rental payments based upon mileage and adjustments of
rental payments based on the Consumer Price Index.   No material
changes have been made to these contracts during the first twelve weeks of
fiscal 2010.
  The
Company is involved in various other claims and legal actions arising in the
ordinary course of business.  In the opinion of management, the
ultimate disposition of these matters is not expected to have a material adverse
effect on the Company’s consolidated financial position or results of
operations.
  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 purchased within the specified contract
period. No significant contracts remained unfulfilled at January 22,
2010.
  Note
4 - Segment Information:
  The Company has two reportable operating segments, Frozen Food Products
(the processing and distribution of frozen products) andRefrigerated and Snack Food Products (the processing and distribution of
refrigerated meat and other convenience foods).
  We
evaluate each segment's performance based on revenues and operating income.
Selling, general and administrative expensesinclude
corporate accounting, information systems, human resource management and
marketing, which are managed at the corporate level. These
activities are allocated to each operating segment based on revenues and/or
actual usage.
  The
following segment information is presented for the twelve weeks ended January
22, 2010 and January 23, 2009.
 RefrigeratedandTwelve
      Weeks Ended
                          
                          Frozen
      Food
                          
                          
                          Snack
      FoodJanuary
      22, 2010
                          
                          Products
                          
                          
                          Products
                          
                          
                          Other
                          
                          
                          Elimination
                          
                          
                          TotalsSales
      to external customers
                          
                          $
                          12,227
                          
                          
                          $
                          17,021
                          
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          29,248Intersegment
      sales
                          
                          
                          -
                          
                          
                          
                          248
                          
                          
                          
                          -
                          
                          
                          
                          248
                          
                          
                          
                          -Net
      sales
                          
                          
                          12,227
                          
                          
                          
                          17,269
                          
                          
                          
                          -
                          
                          
                          
                          248
                          
                          
                          
                          29,248Cost
      of products sold
                          
                          
                          7,584
                          
                          
                          
                          9,741
                          
                          
                          
                          -
                          
                          
                          
                          248
                          
                          
                          
                          17,077Gross
      margin
                          
                          
                          4,643
                          
                          
                          
                          7,528
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          12,171Selling,
      general and administrative expenses
                          
                          
                          3,728
                          
                          
                          
                          6,644
                          
                          
                          
                          39
                          
                          
                          
                          -
                          
                          
                          
                          10,411Income
      before taxes
                          
                          
                          915
                          
                          
                          
                          884
                          
                          
                          
                          (39
                          )
                          
                          
                          -
                          
                          
                          
                          1,760Income
      tax provision
                          
                          
                          179
                          
                          
                          
                          171
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          350Net
      income
                          
                          $
                          736
                          
                          
                          $
                          713
                          
                          
                          $
                          (39
                          )
                          
                          $
                          -
                          
                          
                          $
                          1,410Total
      assets
                          
                          $
                          10,160
                          
                          
                          $
                          21,420
                          
                          
                          $
                          26,056
                          
                          
                          $
                          -
                          
                          
                          $
                          57,636Additions
      to property, plant and equipment
                          
                          $
                          130
                          
                          
                          $
                          283
                          
                          
                          $
                          (12
                          )
                          
                          $
                          -
                          
                          
                          $
                          401
  RefrigeratedandTwelve
      Weeks Ended
                          
                          Frozen
      Food
                          
                          
                          Snack
      FoodJanuary
      23, 2009
                          
                          Products
                          
                          
                          Products
                          
                          
                          Other
                          
                          
                          Elimination
                          
                          
                          TotalsSales
      to external customers
                          
                          $
                          14,114
                          
                          
                          $
                          17,409
                          
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          31,523Intersegment
      sales
                          
                          
                          -
                          
                          
                          
                          170
                          
                          
                          
                          -
                          
                          
                          
                          170
                          
                          
                          
                          -Net
      sales
                          
                          
                          14,114
                          
                          
                          
                          17,579
                          
                          
                          
                          -
                          
                          
                          
                          170
                          
                          
                          
                          31,523Cost
      of products sold
                          
                          
                          8,322
                          
                          
                          
                          11,683
                          
                          
                          
                          -
                          
                          
                          
                          170
                          
                          
                          
                          19,835Gross
      margin
                          
                          
                          5,792
                          
                          
                          
                          5,896
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          11,688Selling,
      general and administrative expenses
                          
                          
                          3,842
                          
                          
                          
                          6,325
                          
                          
                          
                          40
                          
                          
                          
                          -
                          
                          
                          
                          10,207Income
      (loss) before taxes
                          
                          
                          1,950
                          
                          
                          
                          (429
                          )
                          
                          
                          (40
                          )
                          
                          
                          -
                          
                          
                          
                          1,481Income
      tax provision (benefit)
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Net
      income (loss)
                          
                          $
                          1,950
                          
                          
                          $
                          (429
                          )
                          
                          $
                          (40
                          )
                          
                          $
                          -
                          
                          
                          $
                          1,481Total
      assets
                          
                          $
                          10,983
                          
                          
                          $
                          21,125
                          
                          
                          $
                          20,837
                          
                          
                          $
                          -
                          
                          
                          $
                          52,945Additions
      to property, plant and equipment
                          
                          $
                          302
                          
                          
                          $
                          115
                          
                          
                          $
                          48
                          
                          
                          $
                          -
                          
                          
                          $
                          465
  7
 Note 5 - Income
Taxes:
  The
Company expects its effective tax rate for the 2010 fiscal year to be less than
the federal statutory rate due to a full valuation allowance
on all deferred tax assets.  We recorded a provision for income taxes
in the amount of $350 for the twelve week period ended
January 22, 2010, related to federal and state taxes, based on the Company's
expected annual effective tax rate.
  Management
is required to evaluate whether a valuation allowance should be established
against its deferred tax assets based on the consideration of all available
evidence using a "more likely than not" standard. Realization of deferred tax
assets is dependent upon taxable income in prior carryback years, estimates of
future taxable income, tax planning strategies, and reversals of existing
taxable temporary differences.  Management reevaluated the need for a
full valuation allowance at January 22, 2010 based on both positive and negative
evidence.  The weight of negative factors and level of economic
uncertainty in our current business continued to support the conclusion that the
realization of its deferred tax assets does not meet the more likely than not
standard.  Therefore, a full valuation allowance will remain against
the net deferred tax assets.  The Company has established objective
criteria that must be met before a release of the valuation
allowance  will occur.
  We are subject to U.S.
federal income tax, and are currently under audit by the Internal Revenue
Service for the years ended November 1, 2002
through October 31, 2003 and November 3, 2006 through November 2,
2007.  Our federal income tax returns are open to audit under the
statute of limitations for the years ended October 31, 2008 through
2009.  Our statute of limitations for our years ended November 1,
2002
through October 31,2003 have been extended to October 31, 2010.  We
believe the appropriate provisions for all outstanding issues have been
made for all years under audit.  We are subject to income tax in
California and various other state taxing jurisdictions. Our state
income tax returns are open to audit under the statute of limitations for the
years ended October 29, 2005 through October 30, 2009.  We
do not anticipate a significant change to the total amount of unrecognized tax
benefits within the next twelve
months.
 Note
6 - Fair Value Measurements:
  The
Company uses established guidance for measuring fair value and to enhance
disclosures about fair value measurements. This
framework describes three levels of inputs that may be used to measure fair
value:
  •
Level 1 inputs: Level 1 inputs are quoted market prices in active markets for
identical assets or liabilities that are accessible at the measurement
date.
  •
Level 2 inputs: Level 2 inputs are from other than quoted market prices included
in Level 1 that are observable for the asset or liability, either directly or
indirectly.
  •
Level 3 inputs: Level 3 inputs are unobservable and should be used to measure
fair value to the extent that observable inputs are not available.
  The
hierarchy noted above requires us to minimize the use of unobservable inputs and
to use observable market data, if available, when determining fair
value.
  Financial
assets carried at fair value as of January 22, 2010 are classified
below:
 Level
      1
                        
                        
                        Level
      2
                        
                        
                        Level
      3
                        
                        
                        TotalMoney
      market funds
                        
                        $
                        6,039
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        6,039Total
                        
                        $
                        6,039
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        6,039




8




Item
2.   Management's Discussion and Analysis of Financial Condition
and Results of Operations (dollars in thousands)





NOTE
REGARDING FORWARD-LOOKING STATEMENTS





Certain
statements under “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” and elsewhere in this report constitute
“forward-looking statements” within the meaning of the Securities Act of 1933
and the Securities Exchange Act of 1934 (the “Exchange Act”).  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 Quarterly Report on
Form 10-Q.  Assumptions relating to budgeting, marketing, and other
management decisions are subjective in many respects and thus susceptible to
interpretations and periodic revisions based on actual experience and business
developments, the impact of which may cause us to alter our marketing, capital
expenditure or other budgets, which may in turn affect our business, financial
position, results of operations and cash flows.  The reader is
therefore cautioned not to place undue reliance on forward-looking statements
contained herein and to consider other risks detailed more fully in our Annual
Report on Form 10-K for the fiscal year ended October 30, 2009.  We
undertake no obligation to publicly release the result of any revisions to these
forward-looking statements which may be made to reflect events or circumstances
after the date hereof, or to reflect the occurrence of unanticipated
events.





Critical Accounting Policies
and Management Estimates





The
preparation of consolidated financial statements in conformity with generally
accepted accounting principles in the United States of America requires
management to make certain estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported revenues
and expenses during the respective reporting periods.  Actual results
could differ from those estimates.  Amounts estimated related to
liabilities for self-insured workers’ compensation, employee healthcare and
pension benefits are especially subject to inherent uncertainties and these
estimated liabilities may ultimately settle at amounts which vary from our
current estimates. We record promotional and returns allowances based on recent
and historical trends.  Management believes its current estimates are
reasonable and based on the best information available at the time.





Our
credit risk is diversified across a broad range of customers and geographic
regions. Losses due to credit risk have recently been immaterial.  The
provision for doubtful accounts receivable is based on historical trends and
current collection risk.  We have significant amounts receivable with
a few large, well known customers which, although historically secure, could be
subject to material risk should these customers’ operations suddenly
deteriorate. We monitor these customers closely to minimize the risk of
loss.  Sales to Wal-Mart® comprised 12.6% of revenues in the first
twelve weeks of fiscal year 2010 and 19.2% of accounts receivable was due from
Wal-Mart® at January 22, 2010. In comparison, Wal-Mart® comprised 8.3% of
revenues for the first twelve weeks of fiscal year 2009 and 16.5% of accounts
receivable at the end of the first quarter of fiscal year 2009.  A
portion of deliveries to Wal-Mart and other major customers are now handled by
independent third-party food distributors who pay us with the sales invoices of
Bridgford products sold to these customers.





Revenues
are recognized upon passage of title to the customer, typically upon product
pick-up, shipment or delivery to customers. Products are delivered to customers
primarily through our own long-haul fleet or through our own direct store
delivery system.  The Company also uses independent distributors to
deliver products in remote geographic areas of the country.





We record
the cash surrender or contract value for life insurance policies as an
adjustment of premiums paid in determining the expense or income to be
recognized under the contract for the period.




9





Deferred
taxes are provided for items whose financial and tax bases differ.  A
valuation allowance is provided against deferred tax assets when it is expected
that it is more likely than not that the related asset will not be fully
realized.  During the fourth quarter of fiscal 2008, management
recorded a full valuation reserve with respect to its deferred tax
assets.  The determination as to whether or not a deferred tax asset
can be fully realized is subject to a significant degree of judgment, based at
least partially upon a projection of future taxable income, which takes into
consideration past and future trends in profitability, customer demand, supply
costs, and multiple other factors, none of which are predictable.  The
Company policy outlines measurable objective criteria that must be met before a
release of the valuation allowance will occur.  Due to the degree of
judgment involved, actual taxable income could differ materially from
management's estimates, or the timing of taxable income could be such that the
net operating losses could expire prior to their
utilization.  Management could determine in the future that the assets
are realizable, materially increasing net income in one or many periods.
Following a recognition, management could again change its determination in the
future, materially decreasing income.





We
provide tax reserves for federal, state, local and international exposures
relating to audit results, tax planning initiatives and compliance
responsibilities.  The development of these reserves requires
judgments about tax issues, potential outcomes and timing, and is a subjective
estimate.  Although the outcome of these tax audits is uncertain, in
management’s opinion adequate provisions for income taxes have been made for
potential liabilities if any, resulting from these reviews.  Actual
outcomes may differ materially from these estimates.





We assess
the recoverability of our long-lived assets on an annual basis or whenever
adverse events or changes in circumstances or business climate indicate that
expected undiscounted future cash flows related to such long-lived assets may
not be sufficient to support the net book value of such assets.  If
undiscounted cash flows are not sufficient to support the recorded assets, we
recognize an impairment to reduce the carrying value of the applicable
long-lived assets to their estimated fair value.





Overview of Reporting
Segments




We
operate in two business segments -- the processing and distribution of frozen
products (the Frozen Food Products Segment), and the processing and distribution
of refrigerated and snack food products, (the Refrigerated and Snack Food
Products Segment).  For information regarding the separate financial
performance of the business segments refer to Note 4 of the Notes to the
Consolidated Condensed Financial Statements included in this Quarterly Report on
Form 10-Q.  We manufacture and distribute products consisting of an
extensive line of food products, including biscuits, bread dough items, roll
dough items, dry sausage products, beef jerky and a variety of sandwiches and
sliced luncheon meats.  We purchase products for resale including a
variety of jerky, cheeses, salads, party dips, Mexican foods, nuts and other
delicatessen type food products.




Frozen
Food Products Segment




In our
Frozen Food Products Segment, we manufacture and distribute an extensive line of
food products, including biscuits, bread dough items, roll dough items and
sandwiches.  All items within this Segment are considered similar
products and have been aggregated at this level.  Our frozen food
division serves both food service and retail customers. We sell approximately
170 unique frozen food products through wholesalers, cooperatives and
distributors to approximately 21,000 retail outlets and 22,000 restaurants and
institutions.




Refrigerated
and Snack Food Products Segment




In our
Refrigerated and Snack Food Products Segment, we distribute both products
manufactured by us and products manufactured or processed by third
parties.   All items within this Segment are considered similar
products and have been aggregated at this level.  The dry sausage
division includes products such as jerky, meat snacks, sausage and pepperoni
products.  The deli division includes products such as ham,
sandwiches, cheese, Mexican food, pastries and other delicatessen type food
products.  Our Refrigerated and Snack Food Products Segment sells
approximately 240 different items through a direct store delivery network
serving approximately 31,000 supermarkets, mass merchandise and convenience
retail stores located in 49 states and Canada.  These customers are
comprised of large retail chains and smaller “independent”
operators.  Independent distributors serve approximately 2,400
customers of all types in areas impractical to serve by our Company-owned
vehicles and personnel.




10




Results
of Operations for the Twelve Weeks ended January 22, 2010 and Twelve Weeks ended
January 23, 2009 (in
thousands, except percentages)




Net
Sales-Consolidated





Net sales
decreased by $2,275 (7.2%) to $29,248 in the first twelve weeks of the 2010
fiscal year compared to the same twelve-week period last year.  The
changes in net sales were comprised as follows:




Impact
      on Net Sales-Consolidated
            
            %Selling
      price per pound
            
            -8.6%Unit
      sales volume
            
            3.2%Promotional
      activity
            
            -2.0%Returns
      activity
            
            0.2%Decrease
      in net sales
            
            -7.2%




Compared
to the prior sixteen-week period ended October 30, 2009 (not shown), average
weekly net sales decreased $14 (0.6%).  The average selling price per
pound decreased 0.3% during the first twelve weeks of the 2010 fiscal year
compared to the previous sixteen-week period which was offset by a unit sales
volume increase of 0.4%.   Promotional and returns activity
caused an aggregate decrease of 0.7%.





Net Sales-Frozen Food
Products Segment





Net sales
in the Frozen Food Products Segment, excluding inter-segment sales, decreased by
$1,887 (13.4%) to $12,227 in the first twelve weeks of the 2010 fiscal year
compared to the same twelve-week period last year.  The changes in net
sales were comprised as follows:




Impact
      on Net Sales-Frozen Food Products
            
            %Selling
      price per pound
            
            -4.1%Unit
      sales volume
            
            -4.7%Promotional
      activity
            
            -3.1%Other
      activity
            
            -1.5%Decrease
      in net sales
            
            -13.4%




Net Sales-Refrigerated and
Snack Food Segment





Net sales
in the Refrigerated and Snack Food Products Segment, excluding inter-segment
sales, decreased by $388 (2.2%) to $17,021 in the first twelve weeks of the 2010
fiscal year compared to the same twelve-week period last year. The changes in
net sales were comprised as follows:




Impact
      on Net Sales-Refrigerated and Snack Food
            
            %Selling
      price per pound
            
            -14.2%Unit
      sales volume
            
            11.7%Other
      activity
            
            0.3%Decrease
      in net sales
            
            -2.2%




Cost of Products Sold and
Gross Margin-Consolidated





Cost of
products sold decreased by $2,758 (13.9%) to $17,077 in the first twelve weeks
of the 2010 fiscal year compared to the same twelve-week period in fiscal
2009.   The decrease in cost of products sold reflects lower
commodity costs compared to the prior fiscal year.  The gross margin
increased from 37.1% to 41.6% in the first twelve weeks of the 2010 fiscal year
due to increases in the proportion of goods processed in Company facilities when
compared to the same twelve-week period in fiscal year 2009.




11





Compared
to the prior sixteen-week period ended October 30, 2009 (not shown), the average
weekly cost of products sold during the first twelve weeks of fiscal year 2010
increased $10 (0.7%).  This increase reflects an increase in commodity
costs when compared to the prior sixteen-week period.





Cost of Products Sold-Frozen
Food Products Segment





Cost of
products sold in the Frozen Food Products Segment decreased by $738 (8.9%) to
$7,584 in the first twelve weeks of the 2010 fiscal year compared to the same
twelve-week period in fiscal year 2009.  Lower flour costs and lower
sales levels contributed to this decrease in the current year
period.





Cost of Products
Sold-Refrigerated and Snack Food Segment





Cost of
products sold in the Refrigerated and Snack Food Products Segment decreased by
1,942 (16.6%) to $9,741 in the first twelve weeks of the 2010 fiscal year
compared to the same twelve-week period in fiscal year 2009.  This
decrease corresponds to lower sales levels, increased in-sourcing of products
previously purchased from outside suppliers and lower commodity costs compared
to the same twelve week period in the prior fiscal year.




Selling, General and
Administrative Expenses-Consolidated





Selling,
general and administrative (“SG&A”) expenses increased by $204 (2.0%) to
$10,411 in the first twelve weeks of fiscal year 2010 compared to the same
twelve-week period in the prior fiscal year.  The increase in this
category for the twelve-week period ended January 22, 2010 did not correspond to
the sales decrease.  The table below summarizes the primary expense
increases and decreases included in this category:





12
      Weeks Ended
            
            
            Expense/LossJanuary
      22,
              2010
            
            
            January
      23,
              2009
            
            
            Increase
              (Decrease)Cash
      surrender value (gain)/loss
            
            $
            (147
            )
            
            $
            240
            
            
            $
            (387
            )Fuel
            
            
            703
            
            
            
            437
            
            
            
            266In-store
      displays
            
            
            174
            
            
            
            12
            
            
            
            162Benefits-workers’
      compensation
            
            
            322
            
            
            
            215
            
            
            
            107Wages
      and bonus
            
            
            4,235
            
            
            
            4,148
            
            
            
            87Other
      SG&A
            
            
            5,124
            
            
            
            5,155
            
            
            
            (31
            )Total
            
            $
            10,411
            
            
            $
            10,207
            
            
            $
            204





When
comparing the first twelve weeks of fiscal year 2010 to the prior sixteen-week
period ended October 30, 2009 (not shown), average weekly SG&A increased by
$29 (3.6%).





Selling, General and
Administrative Expenses-Frozen Food Products Segment





SG&A
expenses in the Frozen Food Products Segment decreased by $114 (3.0%) to $3,728
in the first twelve weeks of fiscal year 2010 compared to the same twelve week
period in the prior fiscal year. The decline in this category primarily relates
to lower sales levels and changes in product mix. Offsetting increases in fuel,
vehicle repairs and workers’ compensation benefit expense also impacted this
category.





Selling, General and
Administrative Expenses-Refrigerated and Snack Food Segment





SG&A
in the Refrigerated and Snack Food Products Segment increased by $319 (5.0%) to
$6,644 in the first twelve weeks of fiscal year 2010 compared to the same
twelve-week period in the prior fiscal year.   Increases in fuel cost, in-store
displays, pension and workers’ compensation contributed to the increase
in SG&A expenses when compared to the same twelve-week period in the prior
fiscal year.




12




Income
Taxes-Consolidated





The
income tax expense for the first twelve weeks ended January 22, 2010 and January
23, 2009 was as follows:





January 22,
              2010
            
            
            January 23,
              2009Income
      tax provision
            
            $
            350
            
            
            $
            --Regular
      effective tax rate
            
            
            19.9
            %
            
            
            0.0
            %





We expect
our effective tax rate for the 2010 fiscal year to be less than the federal
statutory rate due to recording a full
valuation allowance on all deferred tax assets.  We recorded a
provision for income taxes in the amount of $350 for the
twelve week period ended January 22, 2010, related to federal and state taxes,
based on our current projected taxable income for the year.





Net Income
-Consolidated





The net
income of $1,410 in the twelve weeks ended January 22, 2010 includes a
non-taxable gain on life insurance policies in the amount of $147. Gains and
losses on life insurance policies are dependent upon the performance of the
underlying equities and future results may vary considerably.  Taxable
investment income decreased on a comparative basis due to lower short-term
interest rates.





The net
income of $1,481 in the twelve weeks ended January 23, 2009 includes a
non-taxable loss on life insurance policies in the amount of
$240.  Taxable investment income also decreased on a comparative basis
during the first twelve weeks of fiscal 2009 in the amount of $81 due to lower
cash balances and lower short-term interest rates.





Liquidity
and Capital Resources (in thousands, except per share amounts)




Our need
for operations’ growth, capital expenses and share repurchases are expected to
be met with cash flows provided by future operating activities.




Cash
flows from operating activities for the twelve weeks ended:


January 22,
                2010
              
              
              January 23,
                2009Net
      income
              
              $
              1,410
              
              
              $
              1,481Income
      or charges not affecting cash and cash equivalents:Depreciation
              
              
              559
              
              
              
              714(Recovery)
      provision on losses on accounts receivable
              
              
              (31
              )
              
              
              25(Gain)
      loss on sale of property, plant and equipment
              
              
              (3
              )
              
              
              4Changes
      in operating working capital
              
              
              695
              
              
              
              2,357Net
      cash provided by operating activities
              
              $
              2,630
              
              
              $
              4,581


Significant
changes in working capital for the twelve weeks ended:





January 22, 2010 – Sources of
cash included reductions in accounts receivable of $1,133 and inventory of
$1,122. Operating cash flows for the period ended January 22, 2010 were reduced
by a decrease in accounts payable of $1,034 and a decrease in accrued payroll,
advertising and other expenses of $386.   During the twelve week
period we funded $216 towards our defined benefit pension plan.





January 23, 2009- Sources of
cash included reductions in inventory of $3,068.  The decrease in
operating cash flows for the period ended January 23, 2009 included an increase
in prepaid expenses and other current assets in the amount of $274, an increase
in other non-current assets of $3,418 as well as a reduction in accrued payroll,
advertising and other expenses in the amount of $519. During the twelve week
period we funded $145 towards our defined benefit plan.




13





Cash
used in investing activities for the twelve weeks ended:




January
      22,

                2010
              
              
              January
      23,

                2009Proceeds
      from sale of property, plant and equipment
              
              $
              3
              
              
              $
              8Additions
      to property, plant and equipment
              
              
              (401
              )
              
              
              (465
              )Net
      cash used in investing activities
              
              $
              (398
              )
              
              $
              (457
              )


Expenditures
for property, plant and equipment include the acquisition of new equipment,
upgrading of facilities to maintain operating efficiency and investments in cost
effective technologies to lower costs. Overall capital spending has declined in
recent years as we carefully scrutinize capital investments for short term
pay-back.




Cash
used in financing activities for the twelve weeks ended:




January
      22,
              2010
            
            
            January
      23,
              2009Shares
      repurchased
            
            $
            (145
            )
            
            $
            (3
            )Cash
      dividends paid
            
            $
            (933
            )
            
            $Net
      cash used in financing activities
            
            $
            (1,078
            )
            
            $
            (3
            )




Our stock
repurchase program was approved by the Board of Directors in November 1999 and
was expanded in June 2005.  Under the stock repurchase program, we are
authorized, at the discretion of management and the Board of Directors, to
purchase up to an aggregate of 2,000 shares of our common stock on the open
market.  As of January 22, 2010, up to approximately 383 shares were
still authorized for repurchase under the program.  A one-time cash
dividend in the amount of $0.10 per share was paid during the first twelve weeks
of the 2010 fiscal year.





We
remained free of interest bearing debt during the first twelve weeks of fiscal
year 2010.  We have remained free of interest-bearing debt for
twenty-three consecutive years. We maintain a line of credit with Bank of
America that expires April 30, 2010. Under the terms of this line of credit, we
may borrow up to $2,000 at an interest rate equal to the bank’s reference rate,
unless we elect an optional interest rate. The borrowing agreement contains
various covenants, the more significant of which require us to maintain certain
levels of shareholders’ equity and working capital. We were in compliance with
all loan covenants as of January 22, 2010.  There were no borrowings
under this line of credit during the year.  Management believes that
our strong financial position and our capital resources are sufficient to
provide for our operating needs and capital expenditures for fiscal
2010.





Recent
Accounting Pronouncements





In
December 2008, the FASB issued additional guidance on an employers' disclosures
about plan assets of a defined benefit pension or other postretirement plan.
This interpretation is effective for financial statements issued for fiscal
years ending after December 15, 2009. We plan to adopt this interpretation in
fiscal 2010. The adoption of this interpretation will increase the disclosures
in the financial statements related to the assets of our defined benefit pension
plans.  We do not expect the adoption of this guidance to have a
significant impact on our consolidated financial statements.





In June
2009, the FASB issued SFAS guidance on “The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles.”
This guidance designates the FASB Accounting Standards Codification, officially
launched July 1, 2009, as the authoritative source of generally accepted
accounting principles in the United States. Rules and interpretive releases of
the Securities and Exchange Commission (the “SEC”) under federal securities laws
are also sources of authoritative GAAP for SEC registrants. This guidance is
effective for financial statements issued for interim and annual periods ending
after September 15, 2009. Adoption of this guidance did not have a material
impact on our consolidated financial position, results of operations or cash
flows.





Off-Balance
Sheet Arrangements





We are
not engaged in any “off-balance sheet arrangements” within the meaning of Item
303(a)(4)(ii) of Regulation S-K.




14





Item
3.   Quantitative and Qualitative Disclosures about Market
Risk





Not
applicable to smaller reporting company.




Item
4T.  Controls and Procedures





Our
management, with the participation and under the supervision of our Chairman and
Chief Financial Officer, has evaluated the effectiveness of our disclosure
controls and procedures (as defined in Exchange Act Rule
13a-15(e))  as of the end of the period covered by this report. Based
on this evaluation the Chairman and Chief Financial Officer have concluded that
our disclosure controls and procedures are effective as of the end of the period
covered by this report in their design and operation to provide reasonable
assurance that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is accumulated and communicated to
management and  recorded, processed, summarized and reported within
the time periods specified by the Securities and Exchange Commission’s rules and
forms.





Our
management, including our Chairman and Chief Financial Officer, does not expect
that our disclosure controls and internal controls will prevent all error and
all fraud. A control system, no matter how well conceived and operated, can
provide only reasonable, not absolute, assurance that the objectives of the
control system are met. Further, the design of a control system must reflect the
fact that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within our company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of simple
error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management
override of the control.





The
design of any system of controls is also based in part upon certain assumptions
about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving our stated goals under all potential future
conditions; over time, a control may become inadequate because of changes in
conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be detected.





We
maintain and evaluate a system of internal accounting controls, and a program of
internal auditing designed to provide reasonable assurance that our assets are
protected and that transactions are performed in accordance with proper
authorization, and are properly recorded. This system of internal accounting
controls is continually reviewed and modified in response to evolving business
conditions and operations and to recommendations made by the independent
registered public accounting firm and internal auditor.  We have
established a code of conduct.  Our management believes that the
accounting and internal control systems provide reasonable assurance that assets
are safeguarded and financial information is reliable.





The Audit
Committee of the Board of Directors meets regularly with our financial
management and counsel, and with the independent registered public accounting
firm engaged by us.  Internal accounting controls and the quality of
financial reporting are discussed during these meetings. The Audit Committee has
discussed with the independent registered public accounting firm matters
required to be discussed by Statement of Auditing Standards No. 114
(Communication with Audit Committees). In addition, the Audit Committee and the
independent registered public account firm have discussed the independent
registered public accounting firm’s independence from our Company and its
management, including the matters in the written disclosures required by Public
Company Accounting Oversight Board Rule 3526 “Communicating with Audit
Committees Concerning Independence”.





Section 404 of the
Sarbanes-Oxley Act of 2002





In order
to comply with the Sarbanes-Oxley Act of 2002 (the “Act”), we have undertaken
and continue a comprehensive effort, which includes the documentation and review
of our internal controls. In order to comply with the Act, we centralized most
accounting and many administrative functions at our corporate headquarters in an
effort to control the cost of maintaining our control systems.




15





The SEC
has adopted measures to grant relief to smaller public companies by extending
the date of compliance with Section 404 of the Act.  Under these
measures, we are required to comply with the Act in two phases.  The
first phase was completed by us commencing with the fiscal year ended October
31, 2008 and requires us to issue a management report on internal control over
financial reporting with each Annual Report on Form 10-K thereafter. The second
phase requires us to provide an auditor’s attestation report on our internal
control over financial reporting beginning with our fiscal year ending October
30, 2010.





There
have been no changes in our internal controls over financial reporting that
occurred during our first quarter ended January 22, 2010 that have materially
affected, or are reasonably likely to materially affect, our internal controls
over financial reporting.




16




Part
II.  Other Information





Item
1A. Risk Factors





The risk
factors listed in Part I “Item 1A. Risk Factors” in the Annual Report on Form
10-K for the fiscal year ended October 30, 2009, should be considered with the
information provided elsewhere in this Quarterly Report on Form 10-Q, which
could materially adversely affect our business, financial condition or results
of operations.  There have been no material changes to the risk
factors as previously disclosed in such Annual Report on Form 10-K.





Item
2.  Unregistered Sales of Equity Securities and Use of
Proceeds





We have
not sold any equity securities during the period covered by this
report.





The
following table provides information regarding repurchases by us of our common
stock, for each of the three four-week periods included in the interim
twelve-week period ended January 22, 2010.


ISSUER
      PURCHASES OF EQUITY SECURITIESPeriod
      (1)
              
              Total
      Number
                of
      Shares
                Purchased
              
              
              Average
      Price
                Paid
      Per
                Share
              
              
              Total
      Number
                of
      Shares
                Purchased
                asPart
      of
                Publicly
                Announced
                Plans
      or
                Programs
      (2)
              
              
              Maximum
                Numberof
                Sharesthat
                MayYet
      Be
                Purchased
                Under
      the
                Plans
      or
                Programs(2)October
      31, 2009 – November 27, 2009
              
              
              9,103
              
              
              $
              9.09
              
              
              
              9,103
              
              
              
              388,942November
      28, 2009 – December 25, 2009
              
              
              6,286
              
              
              $
              9.86
              
              
              
              6,286
              
              
              
              382,656December
      26, 2009 – January 22, 2010
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              382,656Total
              
              
              15,389
              
              
              $
              9.40
              
              
              
              15,389


(1)
              The
      periods shown are the fiscal periods during the twelve-week quarter ended
      January 22, 2010.


(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 October 14, 2009 and continuing through
      and including October 13, 2010, 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 January 22,
      2010, the total maximum number of shares that may be purchased under the
      Purchase Plan is 382,656 at a purchase price not to exceed $12.00 per
      share at a total maximum aggregate price (exclusive of commission) of
      $4,591,872.





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Item
6.




Exhibits


Exhibit
      No.
                  Description


31.1
            Certification
      of Chairman (Principal Executive Officer), as required by Section 302 of
      the Sarbanes-Oxley Act of 2002.


31.2
            Certification
      of Chief Financial Officer (Principal Financial Officer), as required by
      Section 302 of the Sarbanes-Oxley Act of
2002.


32.1
            Certification
      of Chairman (Principal Executive Officer), as required by Section 906 of
      the Sarbanes-Oxley Act of 2002.


32.2
            Certification
      of Chief Financial Officer (Principal Financial Officer), as required by
      Section 906 of the Sarbanes-Oxley Act of
2002.







18





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.




BRIDGFORD
      FOODS CORPORATIONDated:
      March 8, 2010
              By:
              /s/ Raymond
      F. LancyRaymond
      F. Lancy

                Chief
      Financial Officer
                (Duly
      Authorized Officer and Principal Financial Officer)







19