<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>a70587e10-q.txt
<DESCRIPTION>FORM 10-Q QUARTERLY PERIOD ENDED FEBRUARY 2,2001
<TEXT>

<PAGE>   1

                       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 FEBRUARY 2, 2001

                                       OR

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                         FOR THE TRANSITION PERIOD FROM

                          COMMISSION FILE NUMBER 0-2396


                           BRIDGFORD FOODS CORPORATION
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

                CALIFORNIA                              95-1778176
                ----------                              ----------
     (State or other jurisdiction of                   (I.R.S. Employer
      incorporation or organization)                identification number)


                     1308 N. PATT STREET, ANAHEIM, CA 92801
                -------------------------------------------------
                (Address of principal executive offices-Zip code)

                                  714-526-5533
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

         Indicate by check mark whether the registrant (1) has filed all reports
         required to be filed by Section 13 or 15(d) of the Securities Exchange
         Act of 1934 during the preceding 12 months ( or for such shorter period
         that the registrant was required to file such reports), and (2) has
         been subject to such filing requirements for the past 90 days.

                                Yes [ X ] No [ ]

            As of March 16, 2001 the registrant had 10,553,612 shares
                          of common stock outstanding.


                     Number of pages in this Form 10-Q    9

(end of cover page)                                            Page 1 of 9 pages

<PAGE>   2

                           BRIDGFORD FOODS CORPORATION
                           FORM 10-Q QUARTERLY REPORT
                                      INDEX

Part I.  Financial Information

<TABLE>
<CAPTION>
  Item 1.  Financial Statements                                                                             Page
                                                                                                            ----
<S>       <C>                                                                                               <C>

          a. Consolidated Condensed Balance Sheets at February 2, 2001 and November 3, 2000...............    3

          b. Consolidated Condensed Statements of Income for the 13 weeks ended February 2, 2001
              and January 28, 2000........................................................................    4

          b. Consolidated Condensed Statements of Shareholders' Equity for the 13 weeks ended
              February 2, 2001 and January 28, 2000.......................................................    4

          c. Consolidated Condensed Statements of Cash Flows for the 13 weeks ended February 2, 2001
              and January 28, 2000........................................................................    5

          d. Notes to Consolidated Condensed Financial Statements.........................................    6

  Item 2.  Management's Discussion and Analysis of Financial Condition
             and Results of Operations....................................................................    7

  Item 3.  Quantitative and Qualitative Disclosures about Market Risk.....................................    8

Part II.   Other Information

  Item 4. Submission of Matters to a Vote of Security Holders.............................................    9

  Item 6. Exhibits and Reports on Form 8-K................................................................    9

</TABLE>

Item 5 has been omitted because it is not applicable with respect to the current
reporting period.

                                   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 the undersigned thereunto duly authorized.

                                        BRIDGFORD FOODS CORPORATION
                                        ----------------------------------------
                                                        (Registrant)



                                        By: /s/ Robert E. Schulze
                                            ------------------------------------
March 19, 2001                              R. E. Schulze, President,
Date                                        Principal Financial Officer


                                                               Page 2 of 9 pages

<PAGE>   3

Item 1. a.

                           BRIDGFORD FOODS CORPORATION
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                               FEBRUARY 2    NOVEMBER 3
                                                  2001          2000
                                               -----------   -----------
                                               (UNAUDITED)
<S>                                            <C>           <C>

                                     ASSETS

Current assets:

   Cash and cash equivalents                   $18,668,168   $18,300,803
   Accounts receivable, less allowance
     for doubtful accounts of $711,906
     and $694,491                               13,925,896    13,642,063
   Inventories (Note 2)                         14,896,317    18,191,480
   Prepaid expenses and other current assets     3,077,459     2,965,433
                                               -----------   -----------

        Total current assets                    50,567,840    53,099,779

Property, plant and equipment, less
  accumulated depreciation of $32,661,702
  and $31,598,952                               18,972,088    18,964,335

Other non-current assets                        10,577,693    10,616,885
                                               -----------   -----------
                                               $80,117,621   $82,680,999
                                               ===========   ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

   Accounts payable                            $ 4,821,757   $ 7,723,023
   Accrued payroll and other expenses            6,792,343     6,787,268
   Income taxes payable                            115,775       120,251
                                               -----------   -----------

        Total current liabilities               11,729,875    14,630,542
                                               -----------   -----------

Non-current liabilities                         11,135,635    11,854,130
                                               -----------   -----------

Shareholders' equity:
   Preferred stock, without par value
     Authorized - 1,000,000 shares
     Issued and outstanding - none
   Common stock, $1.00 par value
     Authorized - 20,000,000 shares
     Issued and outstanding - 10,561,912 and    10,618,795    10,672,195
     10,615,312 shares
   Capital in excess of par value               18,830,972    19,458,747

   Retained earnings                            27,802,344    26,065,385
                                               -----------   -----------
                                                57,252,111    56,196,327
                                               -----------   -----------
                                               $80,117,621   $82,680,999
                                               ===========   ===========
</TABLE>


See accompanying notes to condensed financial statements.

                                                               Page 3 of 9 pages

<PAGE>   4

Item 1. b.

                           BRIDGFORD FOODS CORPORATION
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                   13 WEEKS ENDED
                                         ----------------------------------
                                         FEBRUARY 2             JANUARY 28
                                            2001                   2000
                                         -----------            -----------
<S>                                      <C>                    <C>

Net sales                                $42,279,414            $40,343,872
                                         -----------            -----------
Cost of products sold,
  excluding depreciation                  24,872,932             24,448,917
Selling, general and
  administrative expenses                 12,343,907             11,109,929
Depreciation                               1,062,750                928,688
                                         -----------            -----------
                                          38,279,589             36,487,533
                                         -----------            -----------

Income before taxes                        3,999,825              3,856,338

Income tax provision                       1,520,000              1,465,000
                                         -----------            -----------

Net income                               $ 2,479,825            $ 2,391,338
                                         ===========            ===========


Basic earnings per share                 $       .23            $       .21
                                         ===========            ===========

Basic shares computed                     10,600,569             11,306,196
                                         ===========            ===========


Diluted earnings per share               $       .23            $       .21
                                         ===========            ===========

Diluted shares computed                   10,651,805             11,306,196
                                         ===========            ===========


Cash dividends paid per share            $       .07            $       .07
                                         ===========            ===========
</TABLE>

                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                              Common Stock              Capital
                       ---------------------------     in excess       Retained
                         Shares          Amount          of par        earnings
                       -----------    ------------    ------------    -----------
<S>                    <C>            <C>             <C>             <C>

October 29, 1999        11,369,812    $ 11,426,695    $ 26,347,123    $20,361,047
  Net income                                                            2,391,338
  Shares repurchased      (367,500)       (367,500)     (3,007,878)
  Cash dividends
  ($.07 per share)                                                       (795,887)
                       -----------    ------------    ------------    -----------
January 28, 2000        11,002,312    $ 11,059,195    $ 23,339,246    $21,956,499
                       ===========    ============    ============    ===========

November 3, 2000        10,615,312    $ 10,672,195    $ 19,458,747    $26,065,385
  Net income                                                            2,479,825
  Shares repurchased       (53,400)        (53,400)       (627,775)
  Cash dividends
  ($.07 per share)                                                       (742,866)
                       -----------    ------------    ------------    -----------
February 2, 2001        10,561,912    $ 10,618,795    $ 18,830,972    $27,802,344
                       ===========    ============    ============    ===========
</TABLE>

See accompanying notes to condensed financial statements.

                                                               Page 4 of 9 pages

<PAGE>   5

Item 1.c.


                           BRIDGFORD FOODS CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                13 WEEKS ENDED
                                                         ----------------------------
                                                          FEBRUARY 2      JANUARY 28
                                                             2001            2000
                                                         ------------    ------------
<S>                                                      <C>             <C>

Cash flows from operating activities:

  Net income                                             $  2,479,825    $  2,391,338

  Income charges not affecting cash:
    Depreciation                                            1,062,750         928,688
    Provision for losses on accounts receivable                86,125          35,913
    Gain on sale of land                                                     (675,000)
  Effect on cash of changes in assets and liabilities:
    Accounts receivable                                      (369,958)      2,035,938
    Inventories                                             3,295,163       2,943,236
    Prepaid expenses and other                               (112,026)       (225,204)
    Other non-current assets                                   39,192         293,947
    Accounts payable and accrued expenses                  (2,896,191)     (1,399,709)
    Income taxes payable                                       (4,476)       (359,000)
    Non-current liabilities                                  (718,495)       (748,544)
                                                         ------------    ------------

       Net cash provided by operating activities            2,861,909       5,221,603
                                                         ------------    ------------

Cash used in investing activities:
     Proceeds from sale of land                                               675,000
     Additions to property, plant and equipment            (1,070,503)     (1,238,940)
                                                         ------------    ------------

      Net cash provided by investing activities            (1,070,503)       (563,940)

Cash used for financing activities:
     Shares repurchased                                      (681,175)     (3,375,378)
     Cash dividends paid                                     (742,866)       (795,887)
                                                         ------------    ------------

      Net cash provided by investing activities            (1,424,041)     (4,171,265)

Net  increase in cash and cash equivalents                    367,365         486,398

Cash and cash equivalents at beginning of period           18,300,803      25,020,839
                                                         ------------    ------------

Cash and cash equivalents at end of period               $ 18,668,168    $ 25,507,237
                                                         ============    ============

Cash paid for income taxes                               $  1,878,000    $  2,335,000
                                                         ============    ============
</TABLE>


See accompanying notes to condensed financial statements.

                                                               Page 5 of 9 pages

<PAGE>   6

Item 1.d.

                           BRIDGFORD FOODS CORPORATION


NOTES TO CONDENSED FINANCIAL STATEMENTS


Note 1 - General Comments

         The consolidated financial statements of the Company for the thirteen
weeks ended February 2, 2001 have been prepared in conformity with the
accounting principles described in the 2000 Annual Report to Shareholders and
include all adjustments considered necessary by management for a fair statement
of the interim period. Such adjustments consist only of normal recurring items.
This report should be read in conjunction with the Company's 2000 Annual Report
to Shareholders.


Note 2 - Inventories

         Inventories are comprised as follows at the respective periods:

<TABLE>
<CAPTION>
                             FEBRUARY 2    NOVEMBER 3
                                 2001          2000
                             -----------   -----------
<S>                          <C>           <C>

         Meat, ingredients
           and supplies      $ 3,617,727   $ 3,909,480
         Work in progress        981,422     2,193,000
         Finished goods       10,297,168    12,089,000
                             -----------   -----------
                             $14,896,317   $18,191,480
                             ===========   ===========
</TABLE>

Note 3 - Basic and diluted earnings per share

The difference between basic and diluted earnings per share for the thirteen
week period ended February 2, 2001 was a result of the dilutive effect of
employee stock options totaling 250,000 shares. The effect of the employee stock
options outstanding for the thirteen weeks ended January 28, 2000 was not
included in diluted earnings per share as to do so would be antidilutive.


                                                               Page 6 of 9 pages

<PAGE>   7

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
Corporation's Annual Report on Form 10-K for the fiscal year ended November 3,
2000. 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.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

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.

Sales increased by $1,936,000 (4.8%) to $42,279,000 in the first thirteen weeks
of the 2001 fiscal year compared to the same period last year. Compared to the
prior fourteen-week period, sales decreased $576,000 (1.3%). The sales increase
compared to the first thirteen weeks of 2000 relates primarily to higher unit
sales volume and higher unit selling prices. There was a sales decrease compared
to the prior fourteen-week period ended November 3, 2000 (not shown) relating to
lower sales volume and changes in product mix.

Cost of products sold increased by $424,000 (1.7%) in the first thirteen weeks
of the 2001 fiscal year to $24,873,000 compared to the same period in 2000. The
increase in cost of sales generally relates to higher sales volume. The increase
in cost of sales did not directly correspond to the sales increase primarily as
a result of lower average ingredient costs and changes in product mix in the
first quarter of fiscal year 2001. Compared to the prior fourteen-week period
(not shown), cost of products sold decreased $2,106,000 (7.8%) due primarily to
lower unit sales volume, lower average ingredient costs and changes in product
mix

Selling, general and administrative expenses increased by $1,234,000 (11.1%) to
$12,344,000 in the first thirteen weeks of 2001 compared to the same period last
year. The increase primarily relates to higher sales volume compared to the
prior year. In the prior fiscal year the Company netted a $675,000 gain on the
sale of land against selling, general and administrative expenses. After
considering this factor, the overall increase in selling, general and
administrative expenses was consistent with the increase in sales on a
quarter-to-quarter basis. Compared to the prior fourteen-week period (not
shown), selling, general and administrative expenses increased by $1,085,000
(9.6%) primarily as a result of increased sales expenses and seasonal
characteristics.

Depreciation expense increased by $134,000 (14.4%) in the first thirteen weeks
of the 2001 fiscal year compared to the same period in 2000. Depreciation
expense was $40,000 (3.9%) higher than in the prior fourteen-week period. This
increase reflects higher capital expenditures during the latter part of 2000 and
in the 2001 fiscal year compared to recent years.


Page 7 of 9 pages

<PAGE>   8

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)

The effective income tax rate was 38.0% in the first thirteen weeks of fiscal
2001, consistent with the prior fiscal year and the prior thirteen-week period.

Cash and cash equivalents increased $367,000 (2.0%) to $18,668,000 during the
first thirteen weeks of the 2001 fiscal year. The principal items affecting the
$2,862,000 net cash provided by operating activities were net income of
$2,480,000 and inventory reductions of $3,295,000 offset by reductions in
accounts payable and accrued expenses of $2,896,000 and reductions in
non-current liabilities of $718,000.

Cash used in investing activities for the first thirteen weeks of fiscal 2001
consisted of $1,071,000 in additions to property, plant and equipment. This
amount reflects the Company's continued investment in processing, transportation
and information technology equipment.

Cash used for financing activities consists of cash dividends in the amount of
$743,000 and $796,000, respectively, in the first thirteen weeks of fiscal years
2001 and 2000. The decrease in cash dividends reflects the purchase of 807,900
common shares under the Company's stock repurchase program since November 2000.

The Company remained free of interest bearing debt during the first thirteen
weeks of 2001. The Company's revolving line of credit with Bank of America
expires April 30, 2002 and provides for borrowings up to $2,000,000. The Company
has not borrowed under this line for more than fourteen 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 strong 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 overall currency exposure at February 2,
2001 and January 28, 2000. The Company's financial instruments consist of cash
and cash equivalents and life insurance policies at February 2, 2001 and January
28, 2000. 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
does not currently have any significant foreign currency exposure.


Page 8 of 9 pages

<PAGE>   9

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 14, 2001
at the Four Points Sheraton, 1500 South Raymond Avenue, Fullerton, California at
10:00 am. Shareholders representing 10,036,601 or 94.9% of the 10,577,412 shares
entitled to vote were present in person or by proxy. The following persons were
nominated and elected directors. Votes withheld from specific nominees were
insignificant.

Hugh Wm. Bridgford        Allan L. Bridgford        Robert E. Schulze
Paul A. Gilbert           Richard A. Foster         Steven H. Price
Norman V. Wagner II       Paul R. Zippwald

Votes cast for directors were 10,030,680 FOR, 3,566 AGAINST and 2,355 ABSTAIN or
WITHHELD. Votes cast for the reappointment of PriceWaterhouse Coopers LLP, as
the independent public accountants for the Company for 2001 were 10,031,561 FOR,
4,297 AGAINST and 743 ABSTAIN or WITHHELD.


ITEM 6.

EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

None.

(b) - Reports on Form 8-K

No Report on Form 8-K has been filed during the quarter for which this report is
filed.


Page 9 of 9 pages

</TEXT>
</DOCUMENT>
