<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>a75726e10-q.txt
<DESCRIPTION>FORM 10-Q QUARTERLY PERIOD ENDED AUGUST 3,2001
<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 AUGUST 3, 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 September 14, 2001 the registrant had 10,510,712 shares of common
      stock outstanding.


                       Number of pages in this Form 10-Q 8


(end of cover page)

                                Page 1 of 8 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 August 3, 2001 and November 3, 2000.............   3

       b. Consolidated Condensed Statements of Income for the 13 and 39 weeks ended August 3,
          2001 and July 28, 2000 ..................................................................   4

       b. Consolidated Condensed Statements of Shareholders' Equity for the 39 weeks ended
          August 3, 2001 and July 28, 2000 ........................................................   4

       c. Consolidated Condensed Statements of Cash Flows for the 39 weeks ended August 3, 2001
          and July 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
</TABLE>




                                   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 CORPORATION
                                          -------------------------------
                                                  (Registrant)



                                          By: /s/ Robert E. Schulze
                                              ---------------------------
September 14, 2001                            R. E. Schulze, President,
Date                                          Principal Financial Officer



                                Page 2 of 8 pages


<PAGE>   3

Item 1. a.

                           BRIDGFORD FOODS CORPORATION
                      CONSOLIDATED CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                  AUGUST 3           NOVEMBER 3
                                                                    2001                2000
                                                                 -----------         ----------
                                                                 (UNAUDITED)
                            ASSETS                              (in thousands)     (in thousands)
                            ------

<S>                                                              <C>                <C>
Current assets:
   Cash and cash equivalents                                        $15,086            $18,301
   Accounts receivable, less allowance
     for doubtful accounts of $852 and $694                          12,158             13,642
   Inventories (Note 2)                                              17,474             18,191
   Prepaid expenses and other current assets                          3,704              2,965
                                                                   --------           --------
       Total current assets                                          48,422             53,099

Property, plant and equipment, less
  accumulated depreciation of $34,787 and $31,599                    19,158             18,964

Other non-current assets                                             11,441             10,617
                                                                   --------           --------
                                                                    $79,021            $82,680
                                                                   ========           ========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

   Accounts payable                                                $  3,671            $ 7,723
   Accrued payroll and other expenses                                 5,091              6,787
   Income taxes payable                                                 324                120
                                                                   --------            -------
       Total current liabilities                                      9,086             14,630
                                                                   --------            -------
Non-current liabilities                                              12,176             11,854
                                                                   --------            -------

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 - 10,510,712
     and 10,615,312 shares                                           10,568             10,672
   Capital in excess of par value                                    18,225             19,459
   Retained earnings                                                 28,966             26,065
                                                                   --------            -------
                                                                     57,759             56,196
                                                                   --------            -------
                                                                    $79,021            $82,680
                                                                   ========            =======
</TABLE>


     See accompanying notes to consolidated condensed financial statements.

                                Page 3 of 8 pages



<PAGE>   4

Item 1. b.





                           BRIDGFORD FOODS CORPORATION
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                   13 WEEKS ENDED              39 WEEKS ENDED
                                ---------------------       ---------------------
                                AUGUST 3      JULY 28       AUGUST 3      JULY 28
                                  2001          2000          2001          2000
                                --------      -------       --------      --------
                                   (in thousands)              (in thousands)

<S>                             <C>           <C>           <C>           <C>
Net sales                       $ 36,709      $ 36,277      $117,485      $113,436
                                --------      --------      --------      --------
Cost of products sold,
  excluding depreciation          23,088        22,026        71,372        68,316
Selling, general and
  administrative expenses         11,181        10,503        34,667        31,824
Depreciation                       1,063           889         3,188         2,750
                                --------      --------      --------      --------
                                  35,332        33,418       109,227       102,890
                                --------      --------      --------      --------
Income before taxes                1,377         2,859         8,258        10,546

Income tax provision                 523         1,086         3,138         4,007
                                --------      --------      --------      --------
Net income                      $    854      $  1,773      $  5,120      $  6,539
                                ========      ========      ========      ========

Basic earnings per share        $    .08      $    .16      $    .49      $    .59
                                ========      ========      ========      ========
Basic shares computed             10,518        10,809        10,556        11,005
                                ========      ========      ========      ========

Diluted earnings per share      $    .08      $    .16      $    .48      $    .58
                                ========      ========      ========      ========
Diluted shares computed           10,577        10,985        10,612        11,181
                                ========      ========      ========      ========

Cash dividends paid per share   $    .07      $    .07      $    .21      $    .21
                                ========      ========      ========      ========
</TABLE>



            CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY
                                   (UNAUDITED)

                                 (in thousands)


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

<S>                      <C>             <C>            <C>            <C>
October 29, 1999            11,370       $ 11,427       $ 26,347       $ 20,361
  Net income                                                              6,539


  Shares repurchased          (667)          (667)        (5,862)
  Cash dividends
  ($.21 per share)                                                       (2,316)
                          --------       --------       --------       --------
July 28, 2000               10,703       $ 10,760       $ 20,485       $ 24,584
                          ========       ========       ========       ========

November 3, 2000            10,615       $ 10,672       $ 19,459       $ 26,065
  Net income                                                              5,120
  Shares repurchased          (104)          (104)        (1,234)
  Cash dividends
  ($.21 per share)                                                       (2,219)
                          --------       --------       --------       --------
August 3, 2001              10,511       $ 10,568       $ 18,225       $ 28,966
                          ========       ========       ========       ========
</TABLE>

See accompanying notes to consolidated condensed financial statements.

                                Page 4 of 8 pages


<PAGE>   5

Item 1.c.




                           BRIDGFORD FOODS CORPORATION
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                 39 WEEKS ENDED
                                                            ------------------------
                                                             AUGUST 3       JULY 28
                                                               2001           2000
                                                            ---------      ---------
                                                          (in thousands) (in thousands)

<S>                                                         <C>            <C>
Cash flows from operating activities:
  Net income                                                $  5,120       $  6,539
  Income charges not affecting cash:
    Depreciation                                               3,188          2,750
    Provision for losses on accounts receivable                  158            134
    Gain on sale of land                                                       (675)

  Effect on cash of changes in assets and liabilities:
    Accounts receivable                                        1,326          1,068
    Inventories                                                  717           (519)
    Prepaid expenses and other                                  (739)          (548)
    Other non-current assets                                    (824)           307
    Accounts payable and accrued expenses                     (5,748)        (2,260)
    Income taxes payable                                         204           (154)
    Non-current liabilities                                      322         (1,846)
                                                            --------       --------
       Net cash provided by operating activities               3,724          4,796
                                                            --------       --------
Cash used in investing activities:
     Proceeds from sale of land                                                 675
     Additions to property, plant and equipment               (3,382)        (3,547)
                                                            --------       --------
      Net cash used in investing activities                   (3,382)        (2,872)
                                                            --------       --------
Cash used for financing activities:
     Shares repurchased                                       (1,338)        (6,529)
     Cash dividends paid                                      (2,219)        (2,316)
                                                            --------       --------
      Net cash used in financing activities                   (3,557)        (8,845)
                                                            --------       --------
Net decrease in cash and cash equivalents                     (3,215)        (6,921)

Cash and cash equivalents at beginning of period              18,301         25,021
                                                            --------       --------
Cash and cash equivalents at end of period                  $ 15,086       $ 18,100
                                                            ========       ========
Cash paid for income taxes                                  $  4,514       $  4,680
                                                            ========       ========
</TABLE>

     See accompanying notes to consolidated condensed financial statements.


                                Page 5 of 8 pages




<PAGE>   6
Item 1.d.
                           BRIDGFORD FOODS CORPORATION

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


       Note 1 - General Comments

            The unaudited consolidated condensed financial statements of the
      Company for the thirteen and thirty-nine weeks ended August 3, 2001 and
      July 28, 2000 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 periods. 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>
                           AUGUST 3       NOVEMBER 3
                             2001           2000
                           --------        -------
                        (in thousands)  (in thousands)
<S>                        <C>             <C>
Meat, ingredients
  and supplies             $ 3,542         $ 3,909
Work in progress             1,956           2,193
Finished goods              11,976          12,089
                           -------          -------
                           $17,474          $18,191
                           =======          =======
</TABLE>


      Note 3 - Basic and diluted earnings per share


            The difference between basic and diluted earnings per share for the
      thirteen week and thirty-nine week periods ended August 3, 2001 was a
      result of the dilutive effect of employee stock options totaling 250,000
      shares. The effect of the 250,000 employee stock options outstanding for
      the thirteen and thirty-nine weeks ended July 28, 2000 was not included in
      diluted earnings per share as to do so would be antidilutive.


                                Page 6 of 8 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 $432,000 (1.2%) to $36,709,000 in the third thirteen weeks of
the 2001 fiscal year compared to the same period last year. Compared to the
prior thirteen-week period, sales decreased $1,788,000 (4.6%). The sales
increase compared to the third thirteen weeks of 2000 relates primarily to
selling prices. The sales decrease compared to the prior thirteen-week period
ended May 4, 2001 (not shown) relates to lower sales volume and normal seasonal
trends in the Company's business activities. Sales for the first thirty-nine
weeks of fiscal year 2001 increased by $4,049,000 (3.6%) to $117,485,000
compared to the same period in the prior fiscal year. This increase relates to
increased selling prices and higher unit sales volume.

Cost of products sold increased by $1,062,000 (4.8%) in the third thirteen weeks
of the 2001 fiscal year to $23,088,000 compared to the same period in 2000. The
increase in cost of sales relates to higher sales volume. The cost of sales
increase outpaced the sales increase primarily as a result of higher ingredient
costs and changes in product mix in the third quarter of fiscal year 2001.
Compared to the prior thirteen-week period (not shown), the cost of products
sold decreased $323,000 (1.4%) due primarily to lower unit sales. The cost of
sales decrease did not directly relate to the sales decrease due to higher
ingredient costs experienced in the third thirteen weeks of fiscal year. Cost of
sales increased in the first thirty-nine weeks of fiscal year 2001 by $3,056,000
(4.5%) to $71,372,000 compared to the same period in the prior fiscal year. Cost
of sales in the first thirty-nine weeks increased primarily as a result of
higher sales and increased costs for ingredients, labor and utilities.

Selling, general and administrative expenses increased by $678,000 (6.5%) to
$11,181,000 in the third thirteen weeks of 2001 compared to the same period last
year. The increase primarily relates to higher sales volume and increased costs
related to labor and transportation. Compared to the prior thirteen-week period
(not shown), selling, general and administrative expenses increased by $39,000
(0.4%) primarily as a result of seasonally higher expenses compared to the prior
thirteen-week period. Selling, general and administrative expenses increased by
$2,842,000 (8.9%) in the first thirty-nine weeks of fiscal 2001. The increase
primarily relates to higher sales volume compared to the prior year. In
addition, costs for product delivery, and labor also increased
disproportionately to sales compared to the prior thirty-nine week period.



                                Page 7 of 8 pages


<PAGE>   8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)

Depreciation expense increased by $174,000 (19.6%) in the third thirteen weeks
of the 2001 fiscal year compared to the same period in 2000. Depreciation
expense increased $438,000 (15.9%) in the first thirty-nine weeks of fiscal 2001
compared to the prior fiscal thirty-nine week period. Depreciation increased as
a result of recent capital expenditures related to the company's information
systems.

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

Cash and cash equivalents decreased $3,215,000 (17.6%) to $15,086,000 during the
first thirty-nine weeks of the 2001 fiscal year. The principal items affecting
the $3,724,000 net cash provided by operating activities were net income of
$5,120,000, depreciation of $3,188,000 and inventory reductions of $717,000
offset by reductions in accounts payable and accrued expenses of $5,748,000.

Cash used in investing activities for the first thirty-nine weeks of fiscal 2001
consisted of $3,382,000 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
$2,219,000 and $2,316,000, respectively, in the first thirty-nine weeks of
fiscal years 2001 and 2000. The decrease in cash dividends reflects the purchase
of 859,100 common shares under the Company's stock repurchase program since
November 1999.

The Company remained free of interest bearing debt during the third 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 August 3,
2001 and July 28, 2000. The Company's financial instruments consist of cash and
cash equivalents and life insurance policies at August 3, 2001 and July 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.

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 8 of 8 pages


</TEXT>
</DOCUMENT>
