UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK
REPURCHASE SAVINGS AND SIMILAR PLANS
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
| | |
þ | | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2006
OR
| | |
o | | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Numbers: 33-34149 and 333-106016
A. | | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
Bob Evans Farms, Inc. and Affiliates 401K Retirement Plan
B. | | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
Bob Evans Farms, Inc.
3776 South High Street
Columbus, Ohio 43207
REQUIRED INFORMATION
The following financial statements and supplemental schedules for the Bob Evans Farms, Inc. and Affiliates 401K Retirement Plan are being filed herewith:
| | |
Description | | Page No. |
Index to Audited Financial Statements | | Page 4 |
| | |
Report of Independent Registered Public Accounting Firm | | Page 5 |
| | |
Audited Financial Statements: | | |
| | |
Statements of Net Assets Available for Benefits at December 31, 2006 and December 31, 2005 | | Page 6 |
| | |
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2006 | | Page 7 |
| | |
Notes to Financial Statements – December 31, 2006 | | Pages 8-13 |
| | |
Supplemental Schedule: | | |
| | |
Schedule H, Line 4i – Schedule of Assets (Held at End of Year) | | Page 14 |
Note: Other supplemental schedules required by Section 252.103-10
of the Department of Labor’s Rules and Regulations for Reporting and
Disclosure under ERISA have been omitted because they are not applicable.
The following exhibits are being filed herewith:
| | | | |
Exhibit No. | | Description | | Page No. |
|
1 | | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm | | Page 17 |
Page 2 of 17 Pages
Audited Financial Statements and
Supplemental Schedule
Bob Evans Farms, Inc. and Affiliates 401(k) Retirement Plan
December 31, 2006 and 2005 and the Year Ended December 31, 2006
With Report of Independent Registered Public Accounting Firm
Page 3 of 17 Pages
Bob Evans Farms, Inc. and Affiliates
401(k) Retirement Plan
Audited Financial Statements and Supplemental Schedule
December 31, 2006 and 2005 and the Year Ended December 31, 2006
Contents
| | | | |
Report of Independent Registered Public Accounting Firm | | | 1 | |
| | | | |
Audited Financial Statements | | | | |
| | | | |
Statements of Net Assets Available for Benefits | | | 2 | |
Statement of Changes in Net Assets Available for Benefits | | | 3 | |
Notes to Financial Statements | | | 4 | |
| | | | |
Supplemental Schedule | | | | |
| | | | |
Schedule H, Line 4i — Schedule of Assets (Held at End of Year) | | | 10 | |
Page 4 of 17 Pages
Report of Independent Registered Public Accounting Firm
Participants of the
Bob Evans Farms, Inc. and Affiliates 401(k)
Retirement Plan
We have audited the accompanying statements of net assets available for benefits of Bob Evans Farms, Inc. and Affiliates 401(k) Retirement Plan as of December 31, 2006 and 2005, and the related statement of changes in net assets available for benefits for the year ended December 31, 2006. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2006 and 2005, and the changes in its net assets available for benefits for the year ended December 31, 2006 in conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2006 is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.
/s/ Ernst & Young LLP
June 26, 2007
Columbus, Ohio
Page 5 of 17 Pages
Bob Evans Farms, Inc. and Affiliates 401(k) Retirement Plan
Statements of Net Assets Available for Benefits
| | | | | | | | |
| | December 31 | |
| | 2006 | | | 2005 | |
| | |
Assets | | | | | | | | |
Cash and short-term investments | | $ | 1,630,108 | | | $ | 1,035,686 | |
Investments, at fair value | | | 173,991,158 | | | | 152,338,023 | |
Employee loan receivable | | | 11,748 | | | | 34,889 | |
| | |
Total assets held for investment | | | 175,633,014 | | | | 153,408,598 | |
| | | | | | | | |
Receivables: | | | | | | | | |
Contributions from employer | | | 4,448,652 | | | | 4,012,499 | |
Contributions from employees | | | 885,869 | | | | 856,979 | |
Accrued interest receivable | | | 78,339 | | | | 54,641 | |
| | |
Total receivables | | | 5,412,860 | | | | 4,924,119 | |
| | |
Net assets available for benefits | | $ | 181,045,874 | | | $ | 158,332,717 | |
| | |
See accompanying notes.
Page 6 of 17 Pages
Bob Evans Farms, Inc. and Affiliates 401(k) Retirement Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2006
| | | | |
Additions: | | | | |
Employer contributions | | $ | 4,448,652 | |
Employee contributions | | | 12,438,894 | |
Interest and dividend income | | | 3,609,322 | |
Net appreciation in fair value of investments (Note 4) | | | 21,398,644 | |
| | | |
| | | 41,895,512 | |
| | | | |
Deductions: | | | | |
Administrative expenses | | | 910,761 | |
Benefits paid directly to participants | | | 18,271,594 | |
| | | |
| | | 19,182,355 | |
| | | | |
Net increase | | | 22,713,157 | |
| | | | |
Net assets available for benefits at beginning of year | | | 158,332,717 | |
| | | |
| | | | |
Net assets available for benefits at end of year | | $ | 181,045,874 | |
| | | |
See accompanying notes.
Page 7 of 17 Pages
Bob Evans Farms, Inc. and Affiliates 401(k) Retirement Plan
Notes to Financial Statements
December 31, 2006
1. Significant Accounting Policies
Valuation of Investments
Investments are stated at fair value. The shares of registered investment companies and mutual funds are valued at quoted market prices which represent the net asset values of shares held by the Plan at year-end. Securities which are traded on a national securities exchange are valued at the last reported sales price on the last business day of the year; investments traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the average of the last reported bid and ask prices.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
Administrative Expenses
Administrative expenses of the Bob Evans Farms, Inc. and Affiliates 401(k) Retirement Plan (the Plan) are borne by the Plan.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
2. Description of the Plan
The following description of the Plan provides only general information. Participants should refer to the Summary Plan Description for a more complete description of the Plan’s provisions.
Page 8 of 17 Pages
Bob Evans Farms, Inc. and Affiliates 401(k) Retirement Plan
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
General
The Plan is a contributory defined contribution retirement plan which enables substantially all employees of Bob Evans Farms, Inc. and Affiliates (the Company), who have at least 1,000 hours of credited service and are age nineteen or older, to defer a percentage of their wages as a contribution to the Plan with a portion matched by the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974.
Contributions
Each year, participants may contribute up to 25% of pretax annual compensation but not more than the limit set by the Internal Revenue Service. Participants may also contribute amounts representing distributions from other qualified plans. The Plan also provides for a discretionary Company contribution. Each year the Company’s Board of Directors determines an amount that the Company may contribute as the Company’s match or base contribution to the Plan. This amount cannot exceed the maximum amount deductible for federal income tax purposes. Matching contributions are made in the proportion of the participants’ deferred compensation. The base contribution is allocated to all participants equally. Forfeitures resulting from unvested benefits of the employer matching fund are used to reduce present and future employer matching contributions.
Upon enrollment, a participant may direct employee and employer match contributions to 15 different investment funds offered by the Plan. The Plan’s assets are held at Mellon Global Security Services. The Company directs investment of the employer base contributions.
Vesting
Participants are immediately vested in their contributions, the employer base contributions, and former profit sharing contributions, plus actual earnings thereon. Vesting in the Company match portion of their accounts, plus actual earnings thereon, is based on years of continuous service. Participants are twenty percent vested after two years graduating to one hundred percent vested after six years of credited service.
Page 9 of 17 Pages
Bob Evans Farms, Inc. and Affiliates 401(k) Retirement Plan
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
Benefits
Assets available for plan benefits are allocated among the participating employees on the basis of their account balances. Benefits are determined based on the contributions provided by and allocated to them as described above, and their allocable share of the income and expenses of the Plan. Benefits are generally payable upon the employee’s death, retirement, disability, or termination and are paid through lump sum distributions.
Benefit amounts which have been approved and processed for payment, but have not yet been paid were $16,394,781 at December 31, 2006 and $11,945,172 at December 31, 2005.
Forfeitures
As of December 31, 2006 and 2005, there were $481,292 and $290,753, respectively, of non-vested forfeited accounts included in net assets available for benefits which will be used to reduce future employer contributions.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and terminate the Plan subject to the provisions of ERISA. In the event of termination, participants will become 100 percent vested in their accounts.
3. Differences Between Financial Statements and Form 5500
The following is a reconciliation of net assets available for plan benefits per the financial statements to the Form 5500.
| | | | | | | | |
| | December 31 | |
| | 2006 | | | 2005 | |
| | |
Net assets available for benefits per the financial statements | | $ | 181,045,874 | | | $ | 158,332,717 | |
Less: Amounts allocated to withdrawn Participants | | | (16,394,781 | ) | | | (11,945,172 | ) |
| | |
Net assets available for benefits per the Form 5500 | | $ | 164,651,093 | | | $ | 146,387,545 | |
| | |
Page 10 of 17 Pages
Bob Evans Farms, Inc. and Affiliates 401(k) Retirement Plan
Notes to Financial Statements (continued)
3. Differences Between Financial Statements and Form 5500 (Continued)
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 for the year ended December 31, 2006.
| | | | |
Benefits paid to participants per the financial statements | | $ | 18,271,594 | |
Add: Amounts allocated on Form 5500 to withdrawn participants at December 31, 2006 | | | 16,394,781 | |
Less: Amounts allocated on Form 5500 to withdrawn participants at December 31, 2005 | | | (11,945,172 | ) |
| | | |
Benefits paid to participants per the Form 5500 | | $ | 22,721,203 | |
| | | |
4. Investments
The Plan’s investments are held by a bank administered trust fund. During 2006, the Plan’s investments (including investments bought, sold, exchanged, as well as held during the year) appreciated in fair value as follows:
| | | | |
Corporate stocks | | $ | 4,702,560 | |
Mutual funds | | | 16,696,084 | |
| | | |
| | $ | 21,398,644 | |
| | | |
The fair value of individual investments that represent 5 percent or more of the Plan’s net assets available for benefits are as follows:
| | | | | | | | |
| | December 31 | |
| | 2006 | | | 2005 | |
| | |
Bob Evans Farms, Inc. common stock | | $ | 13,763,181 | | | $ | 9,299,590 | |
American Funds EuroPacific Growth Fund | | | 26,429,771 | | | | 20,562,468 | |
Bond Fund of America Fund | | | 9,163,317 | | | | 9,180,820 | |
Cash Management Trust of America | | | 12,130,872 | | | | 11,070,848 | |
Fidelity Advisor Freedom Fund 2025 | | | 30,884,254 | | | | 29,220,321 | |
Fidelity Advisor Freedom Fund 2040 | | | 10,831,184 | | | | 10,221,672 | |
Fundamental Investors Inc. | | | 25,522,792 | | | | 20,721,182 | |
Asset Allocation Fund | | | 29,691,621 | | | | 29,554,921 | |
Page 11 of 17 Pages
Bob Evans Farms, Inc. and Affiliates 401(k) Retirement Plan
Notes to Financial Statements (continued)
5. Transactions with Party-In-Interest
The Plan owned 402,197 and 403,278 shares of the Company’s common stock at December 31, 2006 and 2005, respectively. The current market value of stock represents the closing bid price for the shares at year-end. The accumulated appreciation of the fair value of the Company stock over cost was $3,693,263 at December 31, 2006. Cash dividends received from the Company for the year ended December 31, 2006 were $226,216.
6. Nonparticipant-Directed Investments
Historically, fund allocations in the Asset Allocation Fund have been nonparticipant-directed. With the exception of the Company base contributions, participants are permitted to reallocate funds in the Asset Allocation Fund into any of the existing investment options. The Plan does not maintain records of the segregation of funds in the Asset Allocation Fund between nonparticipant-directed and participant-directed. Information about the net assets and significant components of changes in net assets related to the Asset Allocation Fund is as follows:
| | | | | | | | |
| | December 31 | |
| | 2006 | | | 2005 | |
| | |
Investments, at fair value: | | | | | | | | |
Asset Allocation Fund | | $ | 29,691,621 | | | $ | 29,554,921 | |
| | | | |
| | Year Ended | |
| | December 31, 2006 | |
Change in net assets: | | | | |
Contributions | | $ | 1,866,040 | |
Investment gains, net | | | 3,299,025 | |
Dividends and interest | | | 715,435 | |
Distributions | | | (4,588,500 | ) |
Intraplan transfers, net | | | (1,155,300 | ) |
| | | |
| | $ | 136,700 | |
| | | |
Page 12 of 17 Pages
Bob Evans Farms, Inc. and Affiliates 401(k) Retirement Plan
Notes to Financial Statements (continued)
7. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service dated August 28, 2002, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the “Code”) and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the Internal Revenue Service, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax exempt.
Page 13 of 17 Pages
Bob Evans Farms, Inc. and Affiliates 401(k) Retirement Plan
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
December 31, 2006
EIN # 31-442186
Plan #: 001
| | | | | | | | | | | | |
| | Face Value | | | | | | | | |
| | or Number | | | | | | | Current | |
Description | | of Shares | | | Cost | | | Value | |
|
Cash and Short-Term Investments | | | | | | | | | | | | |
| | | | | | | | | | | | |
Mellon Short-Term Investment Fund | | | 1,630,108 | | | $ | 1,630,108 | | | $ | 1,630,108 | |
| | | | | | |
| | | | | | | 1,630,108 | | | | 1,630,108 | |
| | | | | | | | | | | | |
Participant Loans | | | | | | | | | | | | |
| | | | | | | | | | | | |
Loans to participants | | | | | | | — | | | | 11,748 | |
| | | | | | |
| | | | | | | — | | | | 11,748 | |
| | | | | | | | | | | | |
Corporate Stock | | | | | | | | | | | | |
| | | | | | | | | | | | |
Bob Evans Farms, Inc | | | 402,197 | | | | 10,069,918 | | | | 13,763,181 | |
| | | | | | |
| | | | | | | 10,069,918 | | | | 13,763,181 | |
| | | | | | | | | | | | |
Mutual Funds | | | | | | | | | | | | |
| | | | | | | | | | | | |
American Funds EuroPacific Growth Fund | | | 567,650 | | | | 19,928,883 | | | | 26,429,771 | |
Bond Fund of America Fund | | | 687,937 | | | | 9,072,191 | | | | 9,163,317 | |
Cash Management Trust of America | | | 12,130,872 | | | | 12,130,872 | | | | 12,130,872 | |
Fidelity Advisor Freedom 2010 Fund | | | 318,465 | | | | 3,578,210 | | | | 3,837,507 | |
Fidelity Advisor Freedom 2015 Fund | | | 96,290 | | | | 1,109,032 | | | | 1,170,883 | |
Fidelity Advisor Freedom 2020 Fund | | | 146,361 | | | | 1,822,711 | | | | 1,933,429 | |
Fidelity Advisor Freedom 2025 Fund | | | 2,424,196 | | | | 27,314,866 | | | | 30,884,255 | |
Fidelity Advisor Freedom 2030 Fund | | | 89,546 | | | | 1,181,535 | | | | 1,250,953 | |
Fidelity Advisor Freedom 2035 Fund | | | 60,312 | | | | 743,228 | | | | 793,711 | |
Fidelity Advisor Freedom 2040 Fund | | | 753,736 | | | | 9,340,742 | | | | 10,831,184 | |
Fidelity Advisor Freedom Income Fund | | | 9,794 | | | | 101,762 | | | | 104,010 | |
Fundamental Investors Inc. | | | 637,273 | | | | 20,509,908 | | | | 25,522,792 | |
SSgA S&P 500 Index Fund | | | 278,389 | | | | 5,497,657 | | | | 6,483,672 | |
Asset Allocation Fund * | | | 2,448,398 | | | | 26,350,161 | | | | 29,691,621 | |
| | | | | | |
| | | | | | | 138,681,758 | | | | 160,227,977 | |
| | | | | | | | | | | | |
| | | | | | |
Total Assets Held for Investment Purposes At End of Year | | | | | | $ | 150,381,784 | | | $ | 175,633,014 | |
| | | | | | |
| | |
* | | Fund consists of multiple individual funds with various numbers of shares. |
Page 14 of 17 Pages
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | |
| BOB EVANS FARMS, INC. AND AFFILIATES 401K RETIREMENT PLAN | |
Date: June 28, 2007 | By: | /s/ Tod P. Spornhauer | |
| | Tod P. Spornhauer | |
| | Member of the Bob Evans Farms, Inc. and Affiliates 401K Retirement Plan Committee (also known as the Deferral Plan Committee) | |
|
Page 15 of 17 Pages
BOB EVANS FARMS, INC. AND AFFILIATES 401K RETIREMENT PLAN
ANNUAL REPORT ON FORM 11-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006
INDEX TO EXHIBITS
| | | | |
Exhibit No. | | Description | | Page No. |
|
1 | | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm | | Page 17 |
Page 16 of 17 Pages