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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 25, 2002
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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 (I.R.S. Employer
incorporation 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)
- -------------------------------------------------------------------------------
(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 the close of the period covered by this report, the registrant
had issued 42,638,118 common shares, of which 35,271,932 were outstanding.
-1-
BOB EVANS FARMS, INC.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
OCT. 25, 2002 APRIL 26, 2002
------------- -------------
Unaudited Audited
--------- -------
ASSETS
Current assets
Cash and equivalents $ 20,957 $ 7,934
Accounts receivable 12,466 11,629
Inventories 16,716 15,252
Deferred income taxes 8,871 8,871
Prepaid expenses 2,447 1,016
--------- ---------
TOTAL CURRENT ASSETS 61,457 44,702
Property, plant and equipment 993,238 971,843
Less accumulated depreciation 327,207 323,664
--------- ---------
NET PROPERTY, PLANT AND EQUIPMENT 666,031 648,179
Other assets
Deposits and other 2,886 3,037
Long-term investments 14,572 12,196
Deferred income taxes 12,292 12,292
Goodwill 1,567 1,567
--------- ---------
TOTAL OTHER ASSETS 31,317 29,092
--------- ---------
$ 758,805 $ 721,973
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Line of credit $ 21,380 $ 27,750
Current maturities of long-term debt 4,000 4,000
Accounts payable 8,938 10,741
Dividends payable 3,880 3,529
Federal and state income taxes 27,993 9,329
Accrued wages and related liabilities 15,978 19,804
Other accrued expenses 58,416 55,343
--------- ---------
TOTAL CURRENT LIABILITIES 140,585 130,496
Long-term liabilities
Deferred compensation 7,221 6,182
Deferred income taxes 31,597 31,597
Long-term debt 30,333 32,333
--------- ---------
TOTAL LONG-TERM LIABILITIES 69,151 70,112
Stockholders' equity
Common stock, $.01 par value; authorized 100,000,000
shares; issued 42,638,118 shares at October 25, 2002,
and April 26, 2002 426 426
Preferred stock, authorized 1,200 shares; issued 120
shares at October 25, 2002, and April 26, 2002 60 60
Capital in excess of par value 147,250 151,264
Retained earnings 531,423 498,522
Treasury stock, 7,366,186 shares at October 25, 2002,
and 7,343,596 shares at April 26, 2002, at cost (130,090) (128,907)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY 549,069 521,365
--------- ---------
$ 758,805 $ 721,973
========= =========
The accompanying notes are an integral part of the financial statements.
-2-
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
UNAUDITED
(Dollars in thousands, except per share amounts)
THREE MONTHS ENDED SIX MONTHS ENDED
----------------------------- ----------------------------
Oct. 25, 2002 Oct. 26, 2001 Oct. 25, 2002 Oct. 26, 2001
------------- ------------- ------------- -------------
NET SALES $ 277,601 $ 271,094 $ 554,622 $ 538,555
Cost of sales 72,124 77,768 144,170 154,578
Operating wage and fringe benefit expenses 96,738 90,942 192,934 182,455
Other operating expenses 41,621 40,395 82,373 79,880
Selling, general and administrative expenses 25,035 25,505 50,116 50,728
Depreciation and amortization expense 10,725 10,499 21,415 20,970
Net (gain) on disposal of assets 0 (1,842) 0 (1,842)
--------- --------- --------- ---------
OPERATING INCOME 31,358 27,827 63,614 51,786
Net interest expense 468 1,005 995 2,170
--------- --------- --------- ---------
INCOME BEFORE INCOME TAXES 30,890 26,822 62,619 49,616
PROVISIONS FOR INCOME TAXES 10,812 7,986 21,917 15,736
--------- --------- --------- ---------
NET INCOME $ 20,078 $ 18,836 $ 40,702 $ 33,880
========= ========= ========= =========
EARNINGS PER SHARE - BASIC $ 0.57 $ 0.54 $ 1.15 $ 0.97
========= ========= ========= =========
EARNINGS PER SHARE - DILUTED $ 0.56 $ 0.54 $ 1.13 $ 0.96
========= ========= ========= =========
CASH DIVIDENDS PER SHARE $ 0.11 $ 0.10 $ 0.22 $ 0.19
========= ========= ========= =========
The accompanying notes are an integral part of the financial statements
-3-
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
(Dollars in thousands)
Six Months Ended
----------------
OCT. 25, 2002 OCT. 26, 2001
------------- ------------
OPERATING ACTIVITIES:
Net income $40,702 $33,880
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 21,415 20,970
Loss (gain) on sale of assets 113 (1,803)
Loss on long-term investments 1,083 107
Deferred compensation 936 1,172
Compensation expense attributable to stock plans 746 551
Cash provided by (used for) current assets
and current liabilities:
Accounts receivable (837) (991)
Inventories (1,464) (1,123)
Prepaid expenses (1,431) 637
Accounts payable (1,803) 1,535
Federal and state income taxes 18,664 12,336
Accrued wages and related liabilities (3,826) (810)
Other accrued expenses 2,430 5,946
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES 76,728 72,407
INVESTING ACTIVITIES:
Purchase of property, plant and equipment (40,087) (44,078)
Purchase of long-term investments (3,676) (1,823)
Proceeds from sale of property, plant and equipment 924 170
Cash proceeds from divestiture 0 16,276
Other 151 (403)
-------- --------
NET CASH USED IN INVESTING ACTIVITIES (42,688) (29,858)
FINANCING ACTIVITIES:
Cash dividends paid (7,450) (6,266)
Line of credit (6,370) (19,600)
Purchase of treasury stock (11,028) (4,866)
Principal payments on long-term debt (2,000) (1,667)
Proceeds from issuance of treasury stock 5,831 1,642
-------- --------
NET CASH USED IN FINANCING ACTIVITIES (21,017) (30,757)
-------- --------
Increase in cash and equivalents 13,023 11,792
Cash and equivalents at the beginning of the period 7,934 1,787
-------- --------
Cash and equivalents at the end of the period $ 20,957 $ 13,579
======== ========
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 financial statements 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 have been included. No significant changes have
occurred in the disclosures made in Form 10-K for the fiscal year ended
April 26, 2002 (refer to 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:
(in thousands)
Three Months Ended Six Months Ended
------------------ ----------------
Oct. 25, 2002 Oct. 26, 2001 Oct. 25, 2002 Oct. 26, 2001
-------------------------------------------------------------------------------------------------------
Basic 35,458 34,755 35,448 34,782
Effect of dilutive
stock options 571 414 696 373
------ ------ ------ ------
Diluted 36,029 35,169 36,144 35,155
====== ====== ====== ======
-5-
3. 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:
(in thousands)
Three Months Ended Six Months Ended
------------------ ----------------
Oct. 25, 2002 Oct. 26, 2001 Oct. 25, 2002 Oct. 26, 2001
---------------------------------------------------------------------------------------------------------------
Sales
Restaurant Operations $231,212 $221,594 $465,249 $443,061
Food Products 54,531 57,889 105,207 111,358
-------- -------- -------- --------
285,743 279,483 570,456 554,419
Intersegment sales of food products (8,142) (8,389) (15,834) (15,864)
-------- -------- -------- --------
Total $277,601 $271,094 $554,622 $538,555
======== ======== ======== ========
Operating Income
Restaurant Operations $24,344 $21,280 $51,705 $44,914
Food Products 7,014 6,547 11,909 6,872
-------- -------- -------- --------
Total $31,358 $27,827 $63,614 $51,786
======= ======= ======= =======
4. NET GAIN ON DISPOSAL OF ASSETS
In the second quarter of fiscal 2002, the company sold Hickory
Specialties, Inc., which produced and distributed smoke flavorings, for
$16.3 million in cash. The company realized a net gain on the
transaction of $3.3 million (before and after taxes). Through the first
six months in fiscal 2002, the company's results of operations included
net sales of $5.0 million and operating income of approximately zero
from the divested business.
In the second quarter of fiscal 2002, the company also
realized a loss of $1.5 million ($1.0 million after tax) on the
disposal of certain assets in the restaurant segment.
5. NEW ACCOUNTING STANDARDS
In June 2001, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards (SFAS) No. 142,
Goodwill and Other Intangible Assets, effective for fiscal years
beginning after December 15, 2001. Under this statement, goodwill and
intangible assets deemed to have indefinite lives will no longer be
amortized but will be subject to annual impairment tests in accordance
with the statement. Other intangible assets will continue to be
amortized over their useful lives.
-6-
The company applied the new rules on accounting for goodwill
and other intangible assets in the beginning of fiscal 2003.
Application of the nonamortization provisions of the statement had a de
minimus impact on pre-tax income. During the first quarter of fiscal
2003, the company completed the required transition test for impairment
of goodwill and concluded that no impairment existed at April 26, 2002.
-7-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
SALES
Consolidated net sales increased $6.5 million, or 2.4%, in the second
quarter of fiscal 2003 compared to the corresponding quarter last year. The
increase was comprised of an increase in the restaurant segment sales of $9.6
million, offset by a decrease in the food products segment sales of $3.1
million. Restaurant segment sales accounted for approximately 83% of
consolidated sales in the quarter. During the second quarter of fiscal 2002, the
company sold Hickory Specialties, Inc. ("HSI"), which produced and distributed
smoke flavorings. Excluding HSI, consolidated net sales increased $8.8 million,
or 3.3%, for the second quarter of fiscal 2003. For the six-month period ended
October 25, 2002, consolidated net sales increased $16.1 million, or 3.0%,
compared to the previous year. Excluding HSI, for the six-month period ended
October 25, 2002, consolidated net sales increased $21.0 million, or 3.9%.
The restaurant segment sales increase of $9.6 million in the second
quarter represented a 4.3% increase over the same quarter of last year. The
increase was the result of more restaurants in operation (499 versus 473) which
was partially offset by a 1.0% decrease in same-store sales. The same-store
sales decrease included an average menu price increase of 2.6% in the second
quarter.
The chart below summarizes the restaurant openings and closings during
the last six quarters:
Beginning Opened Closed Ending
- ------------------- -------------- ----------- ---------- ----------
Fiscal 2003
1st quarter 495 0 0 495
2nd quarter 495 4 0 499
Fiscal 2002
1st quarter 469 1 0 470
2nd quarter 470 4 1 473
3rd quarter 473 8 0 481
4th quarter 481 14 0 495
The company expects to open approximately 26 additional stores in
fiscal 2003. One under-performing store was closed in fiscal 2002; no stores
have been closed in fiscal 2003.
-8-
The food products segment experienced a sales decline of $3.1 million,
or 6.3 %, in the second quarter of fiscal 2003 and $6.1 million, or 6.4%,
through six months of fiscal 2003 compared to the corresponding periods a year
ago. Excluding HSI, the food products segment experienced a sales decline of
$0.9 million, or 1.8%, in the second quarter of fiscal 2003 and $1.2 million, or
1.3%, through six months of fiscal 2003 compared to the corresponding periods a
year ago. The sales decline was reflective of lower net prices the company
charged for its sausage products and not a decrease in the volume of products
sold. Conversely, the company experienced an 8.2% increase in the volume of
sausage products sold in the second quarter of fiscal 2003 compared to the
corresponding period a year ago (calculated using the same products in both
periods and excluding new products). The company was able to lower the net
prices it charged for sausage products in response to lower hog costs (discussed
below) paid to produce sausage.
COST OF SALES
Consolidated cost of sales (cost of materials) was 26.0% of sales in
the company's second quarter and through six months of fiscal 2003 compared to
28.7% of sales in the corresponding periods a year ago. An improved cost of
sales ratio was realized in both the restaurant and food products segments in
fiscal 2003 when compared to the corresponding periods a year ago.
In the restaurant segment, cost of sales (predominantly food cost) was
24.0% of sales in the second quarter and 24.1% of sales year-to-date, versus
25.0% and 24.9%, respectively, in the corresponding periods last year. The
company attributes this improvement to menu price increases, favorable purchase
prices on certain ingredients and changes in product mix.
The food products segment cost of sales ratio decreased to 35.8% of
sales in the second quarter and 36.0% of sales year-to-date, compared to 45.0%
and 46.4%, respectively, in the corresponding periods last year. This decrease
was the result of lower hog costs, which averaged $22.50 per hundredweight in
this year's second quarter compared to $41.75 in the corresponding period last
year - a 46.1% decrease.
OPERATING WAGE AND FRINGE BENEFIT EXPENSES
Consolidated operating wage and fringe benefit expenses ("operating
wages") were 34.8% of sales in the second quarter and through six months of
fiscal 2003 compared to 33.5% and 33.9%, respectively, for the
-9-
corresponding periods last year. The operating wage ratio increased in both the
restaurant and food products segments.
The restaurant segment experienced an increase in operating wages as a
percent of sales for both the quarter and six-month periods in fiscal 2003.
Operating wages were 38.8% of sales in fiscal 2003's second quarter and 38.6% of
sales year-to-date versus 38.2% and 38.3%, respectively, for the corresponding
periods last year. The increase was attributable to higher management wages and
an increase in employee health insurance expense.
In the food products segment, operating wages were 15.0% of sales in
the second quarter and through six months of fiscal 2003 compared to 12.8% and
13.2%, respectively, for the corresponding periods last year. Operating wage
expense increased as a percentage of sales in the food products segment
primarily due to the increase in volume of sausage products produced combined
with the lower net sales (due to the increase in promotions).
OTHER OPERATING EXPENSES
Over 93% of other operating expenses ("operating expenses") occurred
in the restaurant segment in the second quarter of both fiscal 2003 and fiscal
2002. The most significant components of operating expenses were advertising,
utilities, restaurant supplies, repair and maintenance, taxes (other than income
taxes) and credit card processing fees. Consolidated operating expenses were
15.0% of sales in the second quarter and 14.9% year-to-date in fiscal 2003
versus 14.9% and 14.8%, respectively, for the corresponding periods last year.
The increase was due mostly to higher taxes (other than income taxes), credit
card processing fees, and repair and maintenance costs in fiscal 2003.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
As a percentage of sales, consolidated selling, general and
administrative expenses ("S, G & A expenses") were 9.0 % in both the second
quarter and year-to-date for fiscal 2003 in comparison to 9.4% for both the
quarter and year-to-date corresponding periods a year ago. The most significant
components of S, G & A expenses were wages, fringe benefits and food products
segment advertising expenses. The decrease as a percentage of sales in the
second quarter was due to less food products segment advertising expenses, the
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improved leverage of S, G & A expenses, and the divestiture of HSI which had
higher S,G & A expenses, comparatively, than the rest of the company. Excluding
HSI, fiscal 2002 S,G & A expenses were 9.2% and 9.1% of sales for the second
quarter and year-to-date, respectively.
TAXES
Excluding the impact of the sale of HSI, the effective federal and
state income tax rates were 35.0% in fiscal 2003 versus 34.0% in fiscal 2002.
The company anticipates the effective tax rate for fiscal 2003 to remain at
approximately 35.0%.
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 were also used for liquidity
needs, capital expansion and repurchases of company stock at various times. Bank
lines of credit available total $90 million, of which $21.4 million was
outstanding at October 25, 2002.
The company believes that the funds needed for capital expenditures,
working capital and company stock repurchases during the remainder of fiscal
2003 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
The statements contained in this report which are not historical fact are
"forward-looking statements" that involve various important assumptions, risks,
uncertainties and other factors which could cause the company's actual results
for fiscal 2003 and beyond to differ materially from those expressed in such
forward-looking statements. These important factors include, without limitation,
changes in hog costs, the possibility of severe weather conditions where the
company operates its restaurants, as well as other risks previously disclosed in
the company's securities filings and press releases.
-11-
ITEM 4. CONROLS AND PROCEDURES
Within the 90 day period prior to the filing date of this report the
company, under the supervision and with the participation of its management,
including its principal executive officer and principal financial officer,
performed an evaluation of the effectiveness of the design and operation of the
company's disclosure controls and procedures, as contemplated by Securities
Exchange Act Rule 13a-15, as amended. Based on that evaluation, the company's
management, including its principal executive officer and principal financial
officer, concluded that such disclosure controls and procedures are effective to
ensure that material information relating to the company, including its
consolidated subsidiaries, is made known to them, particularly during the period
for which the periodic reports are being prepared.
No significant changes were made in the company's internal controls or
in other factors that could significantly affect these controls subsequent to
the date of the evaluation performed pursuant to Securities Exchange Act Rule
13a-15 referred to above.
-12-
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. CHANGES IN 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 9, 2002. At the
Annual Meeting, 35,697,189 common shares were outstanding
and entitled to vote; and 29,930,010, or 83.8%, of the
outstanding common shares entitled to vote were
represented in person or by proxy.
(b) Directors elected at the Annual Meeting:
Daniel A. Fronk
Cheryl L. Krueger-Horn
G. Robert Lucas
Directors whose term of office continued after the Annual
Meeting:
Daniel E. Evans Stewart K. Owens
Michael J. Gasser Larry C. Corbin
E.W. (Bill) Ingram III Robert E.H. Rabold
(c) Matters voted upon at the Annual Meeting:
FOR WITHHELD
1) Election of Daniel A. Fronk 28,491,961 1,438,049
2) Election of Cheryl L. Krueger-Horn 28,616,625 1,313,385
3) Election of G. Robert Lucas 28,391,220 1,538,790
FOR AGAINST ABSTAIN
4) Company proposal to approve
and adopt the Bob Evans Farms, Inc.
2002 incentive growth plan 26,704,696 2,982,915 242,393
5) Stockholder proposal to eliminate
stock options, bonuses and restricted
stock for top executives 2,757,922 23,177,137 477,064
(d) Not applicable
ITEM 5. OTHER INFORMATION. Not Applicable
-13-
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits (filed herewith):
Exhibit No. Description
----------- ---------------------------------------
99(a) Certification Pursuant to Title 18, United
States Code, Section 1350, as adopted
pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (Chief Executive
Officer)
99(b) Certification Pursuant to Title 18, United
States Code, Section 1350, as adopted
pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (Chief Financial
Officer)
(b) Reports on Form 8-K:
No Current Reports on Form 8-K were filed during the fiscal
quarter ended October 25, 2002.
-14-
BOB EVANS FARMS, INC. 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.
-------------------------------------------
Registrant
/s/ Stewart K. Owens
-------------------------------------------
Stewart K. Owens
Chairman and Chief Executive Officer
(Principal Executive Officer)
/s/ Donald J. Radkoski
-------------------------------------------
Donald J. Radkoski
Chief Financial Officer
(Principal Financial Officer)
December 6, 2002
- ------------------------------------
Date
BOB EVANS FARMS, INC. CERTIFICATIONS
I, Stewart K. Owens, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Bob
Evans Farms, Inc.;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report,
fairly present in all material respects the financial
condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this
quarterly report is being prepared;
-15-
b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls
and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or
operation of internal controls which could adversely
affect the registrant's ability to record, process,
summarize and report financial data and have
identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and
material weaknesses.
December 6, 2002 /s/ Stewart K. Owens
--------------------------------------------
Stewart K. Owens
Chairman and Chief Executive Officer
I, Donald J. Radkoski, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Bob
Evans Farms, Inc.;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report,
fairly present in all material respects the financial
condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and we have:
-16-
a. designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this
quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls
and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
function):
a. all significant deficiencies in the design or
operation of internal controls which could adversely
affect the registrant's ability to record, process,
summarize and report financial data and have
identified for the registrant's auditors any material
weaknesses in internal controls; and
b. any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and
material weaknesses.
December 6, 2002 /s/ Donald J. Radkoski
----------------------------
Donald J. Radkoski
Chief Financial Officer
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