FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 29, 2004
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OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from
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Commission file number 0-1667
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Bob Evans Farms, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 31-4421866
- ---------------------------------------------- ----------------------------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
3776 South High Street Columbus, Ohio 43207
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(Zip Code)
(614) 491-2225
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(Registrant's telephone number, including area code)
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(Former name, former address and formal fiscal year, if changed since
last report)
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 is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).
Yes X No
----- -----
As of November 26, 2004, the registrant had issued 42,638,118 common
shares, of which 35,307,314 were outstanding.
-1-
BOB EVANS FARMS, INC.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
<Table>
<Caption>
(Dollars in thousands)
Oct. 29, 2004 April 30, 2004
------------- --------------
Unaudited Audited
ASSETS
Current assets
Cash and equivalents $ 14,590 $ 3,986
Accounts receivable 17,252 13,413
Inventories 25,015 19,540
Deferred income taxes 8,869 8,869
Prepaid expenses 3,423 1,664
------------- -------------
TOTAL CURRENT ASSETS 69,149 47,472
Property, plant and equipment 1,300,239 1,152,461
Less accumulated depreciation 391,295 369,064
------------- -------------
NET PROPERTY, PLANT AND EQUIPMENT 908,944 783,397
Other assets
Deposits and other 2,148 3,075
Long-term investments 18,141 17,791
Deferred income taxes 14,931 14,931
Goodwill 105,087 1,567
------------- -------------
TOTAL OTHER ASSETS 140,307 37,364
------------- -------------
$ 1,118,400 $ 868,233
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Line of credit $ 39,600 $ 34,620
Current maturities of long-term debt 4,000 4,000
Accounts payable 21,018 12,390
Dividends payable 4,237 4,229
Federal and state income taxes 23,515 11,375
Accrued wages and related liabilities 21,410 20,887
Self insurance 22,113 17,441
Other accrued expenses 51,258 40,905
------------- -------------
TOTAL CURRENT LIABILITIES 187,151 145,847
Long-term liabilities
Deferred compensation 15,039 13,519
Deferred income taxes 56,361 54,371
Long-term debt 212,333 24,333
------------- -------------
TOTAL LONG-TERM LIABILITIES 283,733 92,223
Stockholders' equity
Common stock, $.01 par value; authorized 100,000,000
shares; issued 42,638,118 shares at Oct. 29, 2004,
and April 30, 2004 426 426
Preferred stock, authorized 1,200 shares; issued 120
shares at Oct. 29, 2004, and April 30, 2004 60 60
Capital in excess of par value 149,714 149,967
Retained earnings 629,703 613,371
Treasury stock, 7,331,545 shares at Oct. 29, 2004
and 7,397,219 shares at April 30, 2004, at cost (132,387) (133,661)
------------- -------------
TOTAL STOCKHOLDERS' EQUITY 647,516 630,163
------------- -------------
$ 1,118,400 $ 868,233
============= =============
</Table>
The accompanying notes are an integral part of the financial statements.
-2-
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
UNAUDITED
<Table>
<Caption>
(Dollars in thousands, except per share amounts)
Three Months Ended Six Months Ended
----------------------------- -----------------------------
Oct. 29, 2004 Oct. 24, 2003 Oct. 29, 2004 Oct. 24, 2003
------------- ------------- ------------- -------------
NET SALES $ 376,020 $ 297,260 $ 696,635 $ 592,732
Cost of sales 111,955 83,607 206,519 165,742
Operating wage and fringe benefit expenses 136,347 102,638 249,225 205,067
Other operating expenses 62,372 44,365 111,653 87,867
Selling, general and administrative expenses 30,081 26,225 56,945 51,256
Depreciation and amortization expense 16,081 12,229 30,025 24,176
------------- ------------- ------------- -------------
OPERATING INCOME 19,184 28,196 42,268 58,624
Net interest expense 2,695 358 3,571 854
------------- ------------- ------------- -------------
INCOME BEFORE INCOME TAXES 16,489 27,838 38,697 57,770
PROVISIONS FOR INCOME TAXES 5,920 9,938 13,892 20,624
------------- ------------- ------------- -------------
NET INCOME $ 10,569 $ 17,900 $ 24,805 $ 37,146
============= ============= ============= =============
EARNINGS PER SHARE - BASIC $ 0.30 $ 0.52 $ 0.70 $ 1.07
============= ============= ============= =============
EARNINGS PER SHARE - DILUTED $ 0.30 $ 0.51 $ 0.70 $ 1.05
EARNINGS PER SHARE - BASIC
============= ============= ============= =============
CASH DIVIDENDS PER SHARE $ 0.12 $ 0.12 $ 0.24 $ 0.24
============= ============= ============= =============
</Table>
The accompanying notes are an integral part of the financial statements
-3-
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
<Table>
<Caption>
(Dollars in thousands)
Six Months Ended
------------------------------
Oct. 29, 2004 Oct. 24, 2003
------------- -------------
OPERATING ACTIVITIES:
Net income $ 24,805 $ 37,146
Adjustments to reconcile net income to net cash provided by (used for)
operating activities:
Depreciation and amortization 30,025 24,176
Loss on sale of assets 261 136
(Gain) loss on long-term investments 382 (901)
Deferred compensation (612) 2,900
Compensation expense attributable to stock plans 567 632
Cash provided by (used for) current assets
and current liabilities:
Accounts receivable (2,536) (2,081)
Inventories (2,088) (1,391)
Prepaid expenses (710) (670)
Accounts payable 562 1,908
Federal and state income taxes 12,853 16,354
Accrued wages and related liabilities (2,810) (2,910)
Self insurance 1,985 1,282
Other accrued expenses 1,773 2,133
------------- -------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 64,457 78,714
INVESTING ACTIVITIES:
Purchase of property, plant and equipment (64,698) (75,344)
Acquisition of business (178,893) --
Purchase of long-term investments (949) (1,410)
Proceeds from sale of property, plant and equipment 3,868 625
Other 1,283 (1,585)
------------- -------------
NET CASH USED IN INVESTING ACTIVITIES (239,389) (77,714)
FINANCING ACTIVITIES:
Cash dividends paid (8,466) (7,955)
Line of credit 4,980 6,285
Proceeds from debt issuance 372,775 --
Principal payments on debt (184,775) (2,000)
Proceeds from issuance of treasury stock 1,022 2,678
------------- -------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 185,536 (992)
------------- -------------
Increase in cash and equivalents 10,604 8
Cash and equivalents at the beginning of the period 3,986 9,066
------------- -------------
Cash and equivalents at the end of the period $ 14,590 $ 9,074
============= =============
</Table>
The accompanying notes are an integral part of the financial statements.
-4-
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED
1. Unaudited Financial Statements
The accompanying unaudited consolidated financial statements
of Bob Evans Farms, Inc. ("Bob Evans") and its subsidiaries
(collectively, Bob Evans and its subsidiaries are referred to as the
"company") are presented in accordance with the requirements of Form
10-Q and, consequently, do not include all of the disclosures normally
required by generally accepted accounting principles, or those normally
made in the company's Form 10-K filing. In the opinion of management,
all adjustments (consisting of normal recurring adjustments) considered
necessary for a fair presentation of the company's financial position
and results of operations have been included. The financial statements
are not necessarily indicative of the results of operations for a full
fiscal year. No significant changes have occurred in the disclosures
made in Bob Evans' Form 10-K for the fiscal year ended April 30, 2004
(refer to the Form 10-K for a summary of significant accounting
policies followed in the preparation of the consolidated financial
statements).
2. Earnings Per Share
Basic earnings per share computations are based on the
weighted-average number of shares of common stock outstanding during
the period presented. Diluted earnings per share calculations reflect
the assumed exercise and conversion of employee stock options.
The numerator in calculating both basic and diluted earnings
per share for each period is reported net income. The denominator is
based on the following weighted-average number of common shares
outstanding:
<Table>
<Caption>
(in thousands)
Three Months Ended Six Months Ended
--------------------------------- ---------------------------------
Oct. 29, 2004 Oct. 24, 2003 Oct. 29, 2004 Oct. 24, 2003
--------------- --------------- --------------- ---------------
Basic 35,302 34,688 35,281 34,630
Effect of dilutive
stock options 352 611 377 617
--------------- --------------- --------------- ---------------
Diluted 35,654 35,299 35,658 35,247
=============== =============== =============== ===============
</Table>
-5-
3. Stock-Based Employee Compensation
The company accounts for its stock-based employee compensation
plans under the recognition and measurement principles of Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees, and related interpretations. Accordingly, no compensation
expense has been recognized for stock options when the exercise price
of the options is equal to or greater than the fair market value of the
stock at the grant date.
The following table illustrates the effect on net income and
earnings per share if the company had applied the fair value
recognition provisions of Statement of Financial Accounting Standards
(SFAS) No. 123, Accounting for Stock-Based Compensation, to stock based
employee compensation:
<Table>
<Caption>
(in thousands, except per share data)
Three Months Ended Six Months Ended
------------------------------ ------------------------------
Oct. 29, 2004 Oct. 24, 2003 Oct. 29, 2004 Oct. 24, 2003
------------- ------------- ------------- -------------
NET INCOME, AS REPORTED $ 10,569 $ 17,900 $ 24,805 $ 37,146
DEDUCT: Stock-based employee
compensation cost, net of related tax
effects, determined under the fair value
method for all awards (1,248) (1,032) (3,125) (1,965)
------------- ------------- ------------- -------------
NET INCOME, PRO FORMA $ 9,321 $ 16,868 $ 21,680 $ 35,181
------------- ------------- ------------- -------------
EARNINGS PER SHARE - BASIC
As reported $ 0.30 $ 0.52 $ 0.70 $ 1.07
Pro forma $ 0.26 $ 0.49 $ 0.61 $ 1.02
EARNINGS PER SHARE - DILUTED
As reported $ 0.30 $ 0.51 $ 0.70 $ 1.05
Pro forma $ 0.26 $ 0.48 $ 0.61 $ 1.00
</Table>
-6-
4. Goodwill
Goodwill, which represents the cost in excess of net assets
acquired, was $105,087,000 and $1,567,000 at October 29, 2004 and April
30, 2004, respectively. The increase in goodwill is due to the
acquisition of SWH Corporation (d/b/a Mimi's Cafe) (see note 6 below)
in the first quarter of 2005. SFAS No. 142, Goodwill and Other
Intangible Assets, requires an annual impairment test instead of
amortization of goodwill. The company performs the annual test at the
end of the fourth quarter.
5. Industry Segments
The company's operations include restaurant operations and the
processing and sale of food and related products. The revenues from
these segments include both sales to unaffiliated customers and
intersegment sales, which are accounted for on a basis consistent with
sales to unaffiliated customers. Intersegment sales and other
intersegment transactions have been eliminated in the consolidated
financial statements. Information on the company's operating segments
is summarized as follows:
<Table>
<Caption>
(in thousands)
Three Months Ended Six Months Ended
-------------------------------- --------------------------------
Oct. 29, 2004 Oct. 24, 2003 Oct. 29, 2004 Oct. 24, 2003
-------------- -------------- -------------- --------------
Sales
Restaurant Operations $ 320,170 $ 246,383 $ 589,785 $ 493,931
Food Products 66,026 59,622 126,185 115,393
-------------- -------------- -------------- --------------
386,196 306,005 715,970 609,324
Intersegment sales of food products (10,176) (8,745) (19,335) (16,592)
-------------- -------------- -------------- --------------
Total $ 376,020 $ 297,260 $ 696,635 $ 592,732
============== ============== ============== ==============
Operating Income
Restaurant Operations $ 17,380 $ 24,643 $ 41,297 $ 52,420
Food Products 1,804 3,553 971 6,204
-------------- -------------- -------------- --------------
Total $ 19,184 $ 28,196 $ 42,268 $ 58,624
============== ============== ============== ==============
</Table>
6. Acquisition and Debt Issuance
On July 7, 2004, the company acquired all of the stock of SWH
Corporation (d/b/a Mimi's Cafe) for approximately $103 million in cash,
plus the assumption of approximately $79 million in outstanding
indebtedness.
SWH Corporation, based in Tustin, California, operates 84
company-owned Mimi's Cafe restaurants in 10 states, with most locations
in California and other western states. The restaurants are open for
breakfast, lunch and dinner, and offer a wide variety of freshly
prepared food in an atmosphere reminiscent of a New Orleans cafe or
European bistro.
-7-
The transaction was accounted for using the purchase method of
accounting as required by SFAS No. 141, Business Combinations, and
accordingly, the results of operations of SWH Corporation have been
included in the company's consolidated financial statements from the
date of acquisition.
The primary reason for the acquisition was to add a
complementary growth vehicle in the casual segment of the restaurant
industry. The company attributes the goodwill associated with the
transaction to the long-term historical financial performance and the
anticipated future performance of SWH Corporation.
The company is in the process of obtaining third-party
valuations of certain intangible assets of SWH Corporation; thus, the
purchase price allocation required by SFAS No. 141 has not yet been
finalized.
The acquisition was financed through a committed credit
facility of approximately $183 million; the proceeds of which were used
to purchase all of the outstanding stock of SWH Corporation, repay
existing indebtedness of SWH Corporation and pay certain transaction
expenses. The credit facility was refinanced on July 28, 2004 through a
private placement of $190 million in unsecured senior notes. Maturities
range from 3 to 12 years, with a weighted average interest rate of
4.9%.
The following table illustrates the pro-forma impact on
certain financial results if the acquisition had occurred at the
beginning of fiscal 2004. The pro-forma financial information does not
purport to be indicative of the operating results that would have been
achieved had the acquisition been consummated at the beginning of
fiscal 2004, and should not be construed as representative of future
operating results.
<Table>
<Caption>
(in thousands)
Three Months Ended Six Months Ended
------------------------------- -------------------------------
Oct. 29, 2004 Oct. 24, 2003 Oct. 29, 2004 Oct. 24, 2003
-------------- -------------- -------------- --------------
Net Sales $ 376,020 $ 357,084 $ 747,304 $ 712,707
Net Income $ 10,569 $ 16,949 $ 25,105 $ 36,344
Earnings Per Share:
Basic $ 0.30 $ 0.49 $ 0.71 $ 1.05
Diluted $ 0.30 $ 0.48 $ 0.70 $ 1.03
</Table>
-8-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
GENERAL OVERVIEW
As of October 29, 2004, the company owned and operated 662 full-service
restaurants in 32 states, including 578 Bob Evans Restaurants and 84 Mimi's Cafe
restaurants. The company acquired SWH Corporation (d/b/a Mimi's Cafe) ("Mimi's")
in the first quarter of fiscal 2005 (see Note 6 of the consolidated financial
statements). Revenue in the restaurant segment is recognized at the point of
sale. The company also produces and distributes fresh and fully cooked pork
products and other complementary food products primarily to grocery stores in
the East North Central, Mid-Atlantic, Southern and Southwestern United States.
Frozen rolls, biscuits and entrees are distributed primarily to grocery stores
in Ohio and various surrounding areas. Revenue in the food products segment is
recognized when products are delivered to the retailer.
The following table reflects data for the company's second fiscal
quarter ended October 29, 2004, compared to the prior year's second fiscal
quarter ended October 24, 2003. The consolidated information is derived from the
accompanying consolidated statements of income. Also included is data for the
company's two industry segments - restaurant operations and food products. The
ratios presented reflect the underlying dollar values expressed as a percentage
of the applicable net sales amount.
<Table>
<Caption>
(DOLLARS IN CONSOLIDATED RESTAURANT FOOD PRODUCTS
THOUSANDS) RESULTS SEGMENT SEGMENT
------------------------ ------------------------ ------------------------
Q2 Q2 Q2 Q2 Q2 Q2
2005 2004 2005 2004 2005 2004
---------- ---------- ---------- ---------- ---------- ----------
Net sales $ 376,020 $ 297,260 $ 320,170 $ 246,383 $ 55,850 $ 50,877
Operating income $ 19,184 $ 28,196 $ 17,380 $ 24,643 $ 1,804 $ 3,553
Cost of sales 29.8% 28.1% 25.8% 24.3% 52.6% 46.6%
Operating wages 36.2% 34.6% 40.4% 38.9% 12.7% 13.3%
Other operating 16.6% 14.9% 18.5% 16.9% 5.5% 5.6%
S.G.&A 8.0% 8.8% 5.5% 5.7% 22.4% 23.9%
Depr. & amort 4.3% 4.1% 4.4% 4.2% 3.6% 3.6%
---------- ---------- ---------- ---------- ---------- ----------
Operating income 5.1% 9.5% 5.4% 10.0% 3.2% 7.0%
</Table>
-9-
RESTAURANT SEGMENT OVERVIEW
The ongoing economic and industry-wide factors relevant to the
restaurant segment include: competition, same-store sales (defined in the
"Sales" section below), labor and fringe benefit expenses, commodity prices,
energy prices, restaurant openings and closings, governmental initiatives, food
safety and other risks such as the economy, weather and consumer acceptance. For
the second quarter of fiscal 2005, the greatest impact on restaurant segment
profitability was the lower same-store sales at Bob Evans Restaurants and to a
lesser extent - the higher food cost at Mimi's and Bob Evans Restaurants.
Second quarter same-store sales at Bob Evans Restaurants decreased 4.2%
compared to the corresponding period last year. Management believes that
economic pressures on core customers and a lagging economic recovery in the
Midwest negatively impacted same-store sales.
The inclusion of Mimi's results in the second quarter of fiscal 2005
had a significant impact on the cost of sales ratio in the restaurant segment.
Mimi's restaurants traditionally have a higher food cost average than Bob Evans
Restaurants due to a higher concentration on lunch and dinner.
Current initiatives to enhance customers' value perceptions and overall
satisfaction levels at Bob Evans Restaurants increased costs in the second
quarter compared to the corresponding quarter last year. This impact was
reflected in cost of sales and operating wages.
These factors are discussed further in the detailed sections that
follow. However, the end result is that restaurant operating income declined
$7.3 million, or 29.5%, in the second quarter this year compared to a year
ago. Furthermore, the segment's operating income margin fell to 5.4%
from 10.0% in the same periods.
FOOD PRODUCTS SEGMENT OVERVIEW
The ongoing economic and industry-wide factors relevant to the food
products segment include: hog costs, governmental initiatives, food safety and
other risks such as the economy, weather and consumer acceptance. For the second
quarter of fiscal 2005, the two factors that had the greatest impact on food
products segment profitability were:
-10-
1) higher than planned sales growth; and
2) the dramatic increase in hog costs.
Food products segment net sales increased 9.8% in the second quarter of
fiscal 2005 compared to the same period last year. The higher net sales were
driven by a combination of a 4.1% increase in pounds sold of comparable products
(principally sausage and refrigerated potatoes), an approximate 5.0% price
increase of manufactured products, and less discounting (via promotional
spending). Promotional spending represents sales incentives in the form of
"off-invoice" deductions, cooperative advertising programs and coupons, which
are all classified as a reduction of net sales.
Hog costs represent the majority of food products segment cost of
sales, and the volatile nature of hog costs greatly impacts the profitability of
the segment. For the second quarter, average hog costs increased 30.7% compared
with the quarter a year ago. This increase caused cost of sales in the food
products segment to increase from 46.6% to 52.6% of sales in the corresponding
periods.
The increase in net sales was offset by the significant increase in
cost of sales, resulting in a decrease in operating income of $1.7 million, or
49.2%, compared to a the corresponding period last year.
-11-
SALES
Consolidated net sales increased 26.5% to $376.0 million in the second
quarter of fiscal 2005 compared to the corresponding quarter last year. The
increase was comprised of sales increases in the restaurant segment and food
products segment of $73.8 million and $5.0 million, respectively. Restaurant
sales, which included Mimi's sales for the entire second quarter, accounted for
85.1% of consolidated sales in the second quarter. For the six-month period
ended October 29, 2004, consolidated net sales (including Mimi's sales for the
period after July 7, 2004 only) increased $103.9 million, or 17.5%, compared to
the previous year.
Restaurant sales increased $73.8 million, or 29.9%, in the second
quarter of fiscal 2005 and $95.9 million, or 19.4%, through six months of fiscal
2005 compared to the corresponding periods a year ago. The second quarter
increase was mostly the result of the inclusion of Mimi's ($67.4 million in
sales in the second quarter of fiscal 2005) as well as more restaurants in
operation (578 Bob Evans Restaurants and 84 Mimi's Cafe restaurants at quarter
end versus 535 Bob Evans Restaurants a year ago), partially offset by a decrease
in same-store sales at Bob Evans Restaurants. Bob Evans Restaurants experienced
a same-store sales decline of 4.2% in the quarter, which included an average
menu price increase of 2.2%. Bob Evans Restaurant same-store sales computations
are based on net sales of stores open two full fiscal years as of the beginning
of the fiscal year and are measured in comparison to the corresponding period in
the prior year. Sales of stores to be rebuilt are excluded from the computation
beginning in the period that construction commences on the replacement building.
Sales of closed stores are excluded from the computation beginning in the period
of closure.
The chart below summarizes the restaurant openings and closings during
the last six quarters for Bob Evans restaurants and two quarters for Mimi's
restaurants:
-12-
Bob Evans Restaurants:
<Table>
<Caption>
Beginning Opened Closed Ending
--------- ------ ------ ------
Fiscal 2005
1st quarter 558 11 2 567
2nd quarter 567 12 1 578
Fiscal 2004
1st quarter 523 3 2 524
2nd quarter 524 11 0 535
3rd quarter 535 12 0 547
4th quarter 547 11 0 558
</Table>
Mimi's Restaurants:
<Table>
<Caption>
Beginning Opened Closed Ending
--------- ------ ------ ------
Fiscal 2005
1st quarter 81 0 0 81
2nd quarter 81 3 0 84
</Table>
Consolidated Restaurants:
<Table>
<Caption>
Beginning Opened Closed Ending
--------- ------ ------ ------
Fiscal 2005
1st quarter 639 11 2 648
2nd quarter 648 15 1 662
</Table>
In the second quarter of fiscal 2005, 12 new Bob Evans Restaurants
opened, compared to 11 in the corresponding period a year ago. Mimi's opened
three restaurants in the second quarter of 2005. The company expects to open a
total of 39 Bob Evans Restaurants and 12 Mimi's restaurants, respectively, in
fiscal 2005. One under-performing Bob Evans Restaurant was closed in the second
quarter of fiscal 2005. For fiscal 2006, the company plans to decrease the
growth rate of Bob Evans Restaurants (approximately 20 new locations) and at the
same time accelerate the remodeling and rebuilding programs for existing
restaurants. In
-13-
addition, the company expects to increase the number of Mimi's restaurant
openings to approximately 15 in fiscal 2006.
The food products segment experienced a sales increase of $5.0 million,
or 9.8%, in the second quarter of fiscal 2005 and $8.0 million, or 8.1%, through
six months of fiscal 2005 compared to the corresponding periods a year ago. The
sales increase was partly due to a 4.1% increase in the volume of comparable
products sold (principally sausage products and refrigerated potatoes) in the
second quarter of fiscal 2005 versus fiscal 2004. Comparable pounds sold is
calculated using the same products in both periods and excludes new products. An
approximate 5.0% price increase of manufactured products implemented late in the
first quarter of fiscal 2005 and a decrease in promotional spending, which is
classified as a reduction of net sales, throughout fiscal 2005 also contributed
to the increase in sales.
COST OF SALES
Consolidated cost of sales (cost of materials) was 29.8% of sales in
the company's second quarter and 29.6% through six months of fiscal 2005
compared to 28.1% and 28.0% in the corresponding periods a year ago.
In the second quarter of fiscal 2005, restaurant segment cost of sales
(predominantly food cost) increased to 25.8% of sales (25.2% year-to-date)
versus 24.3% (24.2% year-to-date) a year ago. The increase was attributable
mainly to the inclusion of Mimi's cost of sales for the entire second quarter of
2005. Mimi's cost of sales are traditionally higher than Bob Evans Restaurants
as a result of a greater portion of sales that are derived from lunch and dinner
items, which carry higher food costs, as well as a different positioning
strategy (similar to casual theme restaurants) than Bob Evans Restaurants. The
cost of sales ratio increased at Bob Evans Restaurants approximately 60 basis
points in the second quarter of fiscal 2005 compared to last year as a result of
higher commodity prices as well as initiatives to enhance customers' value
perceptions through increased portion sizes.
The food products segment cost of sales ratio was 52.6% of sales in the
second quarter (54.4% year-to-date) compared to 46.6% (46.8% year-to-date) a
year ago. The increase in the food products segment cost of sales ratio was due
to higher hog costs, which averaged $49.60 per hundredweight for the second
quarter of
-14-
fiscal 2005 compared to $37.94 per hundredweight in the corresponding period
last year - a 30.7% increase. The company expects that hog costs may moderate
later in the fiscal year.
OPERATING WAGE AND FRINGE BENEFIT EXPENSES
Consolidated operating wage and fringe benefit expenses ("operating
wages") were 36.2% of sales in the second quarter and 35.8% of sales through six
months of fiscal 2005 compared to 34.6% of sales in both corresponding periods
last year. The operating wage ratio increased in the restaurant segment and
decreased in the food products segment.
In the restaurant segment, the increase in operating wages was
attributable to higher wages. The higher wages were the result of an increased
focus on customer service initiatives and that wages were not as well leveraged
(due to lower-than-expected same-store sales).
In the food products segment, operating wages were 12.7% of sales in
the second quarter and 13.2% of sales through six months of fiscal 2005 compared
to 13.3% and 13.8% of sales in the corresponding periods last year. The decrease
was due to better leveraging of costs as a result of increased sales volume, a
price increase in manufactured products, and decreased promotional spending
discussed in the "Sales" section above.
OTHER OPERATING EXPENSES
Over 94% of other operating expenses ("operating expenses") occurred in
the restaurant segment in the second quarter and through six months of both
fiscal 2005 and fiscal 2004. The most significant components of operating
expenses were advertising, utilities, restaurant supplies, repair and
maintenance, taxes (other than federal and state income taxes), rent and credit
card processing fees. Consolidated operating expenses were 16.6% of sales in the
second quarter and 16.0% of sales through six months of fiscal 2005 compared to
14.9% and 14.8% of sales in the corresponding periods last year.
In the restaurant segment, operating expenses increased to 18.5% of
sales and 17.9% of sales in the second quarter and year-to-date, respectively,
in fiscal 2005. This compares to 16.9% and 16.7% of sales in the corresponding
periods a year ago. The restaurant operating expense ratios were impacted by the
lower than expected same-store sales which resulted in a negative leveraging of
operating expenses, as well as the increased rent expense associated with
Mimi's, which leases all of its locations.
-15-
In the food products segment, the operating expense ratio fluctuated
slightly to 5.5% of sales in the second quarter and 5.7% of sales through six
months of fiscal 2005 compared to 5.6% of sales and 5.5% of sales in the
corresponding periods last year. The decrease in the second quarter is primarily
due to the positive leveraging of operating expenses with the increase in food
products segment sales.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Consolidated selling, general and administrative expenses ("S, G & A
expenses") were 8.0% of sales in the second quarter and 8.2% of sales through
six months of fiscal 2005 compared to 8.8% of sales and 8.6% of sales in the
corresponding periods last year. The most significant components of S, G & A
expenses were wages, fringe benefits and food products segment advertising
expenses. The decrease in fiscal 2005 is due to lower bonus accruals as well as
the inclusion of Mimi's, which had an overall lower S,G,&A expenses ratio than
Bob Evans Restaurants.
TAXES
The effective combined federal and state income tax rates were 35.9% in
fiscal 2005 versus 35.7% in fiscal 2004. The company anticipates the effective
tax rate for fiscal 2005 to remain at approximately 35.9%.
LIQUIDITY AND CAPITAL RESOURCES
Cash generated from both the restaurant and food products segments has
been used as the main source of funds for working capital and capital
expenditure requirements. Bank lines of credit are also used for liquidity
needs, capital expansion and repurchases of Bob Evans stock. Bank lines of
credit available total $100.0 million, of which $39.6 million was outstanding at
October 29, 2004. Draws on the lines of credit are limited by the balance on the
company's stand by letters-of-credit which totaled $2.8 million at October 29,
2004. The company increased the total available bank lines of credit from $70
million to $100 million in the second quarter of 2005.
Capital expenditures consist of purchases of land for future restaurant
sites, new restaurants under construction, purchases of new and replacement
furniture and equipment, and ongoing remodeling programs.
-16-
Capital expenditures were $64.7 million through six months of fiscal 2005
compared to $75.3 million for the corresponding period last year. The decrease
was due primarily to more land purchases for future restaurant sites in the
first six months of fiscal 2004 compared to fiscal 2005.
The company believes that the funds needed for capital expenditures and
working capital during the remainder of fiscal 2005 will be generated both
internally and from available bank lines of credit. Financing alternatives will
continue to be evaluated by the company as warranted.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Certain statements contained in this Quarterly Report on Form 10-Q which are not
statements of historical fact are "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"). In
addition, certain statements in future filings by the company with the SEC, in
press releases and in oral and written statements made by or with the approval
of the company which are not statements of historical fact constitute
forward-looking statements within the meaning of the Act. Examples of
forward-looking statements include statements of plans and objectives of the
company or its management or board of directors; statements regarding future
economic performance; and statements of assumptions underlying such statements.
Words such as "plan," "believes," "anticipates," "expects" and "intends" and
similar expressions are intended to, but are not the exclusive means of,
identifying those statements.
Forward-looking statements involve various important assumptions, risks and
uncertainties. Actual results may differ materially from those predicted by the
forward-looking statements because of various factors and possible events,
including, without limitation:
o Changes in hog costs
o The possibility of severe weather conditions where the company operates
its restaurants
o The availability and cost of acceptable new restaurant sites
o Shortages of restaurant labor
o Acceptance of the company's restaurant concepts into new geographic
areas
o Accurately assessing the value, future growth potential, strengths,
weaknesses, contingent and other liabilities and potential
profitability of Mimi's Cafe
o Unanticipated changes in business and economic conditions affecting
Mimi's Cafe
o Other risks disclosed from time to time in the company's securities
filings and press releases
There is also the risk that the company may incorrectly analyze these risks or
that the strategies developed by the company to address them will be
unsuccessful.
Forward-looking statements speak only as of the date on which they are made, and
the company undertakes no obligation to update any forward-looking statement to
reflect circumstances or events after the date on which the statement is made to
reflect unanticipated events. All subsequent written and oral forward-looking
statements attributable to the company or any person acting on behalf of the
company are qualified by the cautionary statements in this section.
-17-
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Bob Evans Farms, Inc. does not use derivative financial instruments for
speculative purposes. Bob Evans Farms, Inc. maintains its cash and cash
equivalents in financial instruments with maturities of three months or less
when purchased.
ITEM 4. CONROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
With the participation of the company's management, including Bob
Evans' principal executive officer and principal financial officer, the
company's management has evaluated the effectiveness of the company's disclosure
controls and procedures (as defined in Rule 13a-15(e) under the Securities
Exchange Act of 1934 (the "Exchange Act")) as of the end of the period covered
by this Quarterly Report on Form 10-Q. Based upon that evaluation, Bob Evans'
principal executive officer and principal financial officer have concluded that:
o information required to be disclosed by Bob Evans in this
Quarterly Report on Form 10-Q would be accumulated and
communicated to Bob Evans' management, including its principal
executive officer and principal financial officer, as
appropriate to allow timely decisions regarding required
disclosure;
o information required to be disclosed by Bob Evans in this
Quarterly Report on Form 10-Q would be recorded, processed,
summarized and reported within the time periods specified in
the SEC's rules and forms; and
o Bob Evans' disclosure controls and procedures are effective as
of the end of the period covered by this Quarterly Report on
Form 10-Q to ensure that material information relating to Bob
Evans and its consolidated subsidiaries is made known to them,
particularly during the period in which the periodic reports
of Bob Evans, including this Quarterly Report on Form 10-Q,
are being prepared.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in the company's internal control over financial
reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the
period covered by this Quarterly Report on Form 10-Q that have materially
affected, or are reasonably likely to materially affect, the company's internal
control over financial reporting.
-18-
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
There are no pending legal proceedings involving the company other than
routine litigation incidental to its business. In the opinion of the
company's management, these proceedings should not, individually or in
the aggregate, have a material adverse effect on the company's results
of operations or financial condition.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Not Applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(a) The Annual Meeting of Stockholders of the company (the "Annual
Meeting") was held on September 13, 2004. At the Annual
Meeting, 35,288,938 common shares were outstanding and
entitled to vote; and 30,800,957, or 87.3%, of the outstanding
common shares entitled to vote were represented in person or
by proxy.
(b) Directors elected at the Annual Meeting:
Daniel E. Evans
Michael J. Gasser
E.W. (Bill) Ingram III
Directors whose term of office continued after the Annual
Meeting:
Larry C. Corbin Daniel A. Fronk
Stewart K. Owens Cheryl L. Krueger
Robert E.H. Rabold G. Robert Lucas
(c) Matters voted upon at the Annual Meeting:
<Table>
<Caption>
FOR WITHHELD
--- --------
1) Election of Daniel E. Evans 30,104,813 696,144
2) Election of Michael J. Gasser 29,930,337 870,620
3) Election of E.W. (Bill) Ingram III 29,934,894 866,063
</Table>
<Table>
<Caption>
FOR AGAINST ABSTAIN
--- ------- -------
4) Ratification of the selection of Ernst
& Young, LLP as the company's
independent registered public accounting
firm for fiscal 2005. 28,131,530 2,568,734 100,693
</Table>
(d) Not Applicable
ITEM 5. OTHER INFORMATION. Not Applicable
-19-
ITEM 6. EXHIBITS.
<Table>
<Caption>
Exhibit No. Description Location
----------- ----------- --------
10.1 Form of Incentive Stock Option Notice and Filed herewith
Agreement for Bob Evans Farms, Inc. First
Amended and Restated 1998 Stock Option
and Incentive Plan.
10.2 Form of Nonqualified Stock Option Notice Filed herewith
and Agreement for Bob Evans Farms, Inc.
First Amended and Restated 1998 Stock
Option and Incentive Plan.
31.1 Rule 13a-14(a)/15d-14(a) Certification Filed herewith
(Principal Executive Officer)
31.2 Rule 13a-14(a)/15d-14(a) Certification Filed herewith
(Principal Financial Officer)
32.1 Section 1350 Certification (Principal Filed herewith
Executive Officer)
32.2 Section 1350 Certification (Principal Filed herewith
Financial Officer)
</Table>
-20-
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.
BOB EVANS FARMS, INC.
By: /s/ Stewart K. Owens
------------------------------------
Stewart K. Owens
Chairman and Chief Executive Officer
(Principal Executive Officer)
By: /s/ Donald J. Radkoski
------------------------------------
Donald J. Radkoski*
Chief Financial Officer
(Principal Financial Officer)
December 7, 2004
- ----------------
Date
*Donald J. Radkoski has been duly authorized to sign on behalf of the Registrant
as its principal financial officer.
-21-
INDEX TO EXHIBITS
Quarterly Report on Form 10-Q
Dated December 7, 2004
Bob Evans Farms, Inc.
<Table>
<Caption>
Exhibit No. Description Location
----------- ----------- --------
10.1 Form of Incentive Stock Option Notice and Agreement Filed herewith
for Bob Evans Farms, Inc. First Amended and
Restated 1998 Stock Option and Incentive Plan.
10.2 Form of Nonqualified Stock Option Notice and Filed herewith
Agreement for Bob Evans Farms, Inc. First Amended
and Restated 1998 Stock Option and Incentive Plan.
31.1 Rule 13a-14(a)/15d-14(a) Certification (Principal Filed herewith
Executive Officer)
31.2 Rule 13a-14(a)/15d-14(a) Certification (Principal Filed herewith
Financial Officer)
32.1 Section 1350 Certification (Principal Executive Filed herewith
Officer)
32.2 Section 1350 Certification (Principal Financial Filed herewith
Officer)
</Table>
-22-