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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 2004
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 0-1667
Bob Evans Farms, Inc.
(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)
Registrant's telephone number, including area code: (614) 491-2225
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock with $.01 par value
(Title of class)
The Exhibit Index begins at page 30.
1
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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. (x)
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes x No ___
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter: $961,415,171 as of Oct. 24, 2003.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date: 35,281,258 shares of the
registrant's common stock, $.01 par value per share, were outstanding at July 7,
2004.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the registrant's annual report to stockholders for the
fiscal year ended April 30, 2004, are incorporated by reference into
Part II of this Annual Report on Form 10-K.
2. Portions of the registrant's definitive proxy statement for its
annual meeting of stockholders to be held on Sept. 13, 2004, are
incorporated by reference into Part III of this Annual Report on
Form 10-K.
2
PART I
ITEM 1. BUSINESS.
Bob Evans Farms, Inc. was incorporated on Nov. 4, 1985, under the laws of the
State of Delaware. It is the successor by merger to Bob Evans Farms, Inc., an
Ohio corporation incorporated in 1957.
Bob Evans Farms, Inc. and its direct and indirect subsidiaries are collectively
referred to as the "company." The following is a summary of the company's
business prior to its acquisition of SWH Corporation (d/b/a Mimi's Cafe) on July
7, 2004, which is discussed further under the caption "Recent Developments."
The company maintains an Internet Web site at www.bobevans.com (this uniform
resource locator, or URL, is an inactive textual reference only and is not
intended to incorporate the company's Web site into this Annual Report on Form
10-K). The company makes available free of charge on or through its Web site,
its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8-K and amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as soon as reasonably practicable after the company
electronically files such material with, or furnishes it to, the Securities and
Exchange Commission (the "SEC").
The company's business is divided into two principal industry segments: the
ownership and operation of a chain of full-service, family-casual restaurants
located in 22 states and the manufacture, distribution and sale of fresh and
fully cooked pork products and other complementary food products in 30 states.
RESTAURANT SEGMENT OPERATIONS
General
As of the end of fiscal 2004, the company operated a total of 558 full-service,
family restaurants under the Bob Evans Restaurant, Bob Evans Restaurant &
General Store and Owens Restaurant names. The company experienced a same-store
sales increase of 1.2 percent in fiscal 2004 as compared to a 1.4 percent
decrease during fiscal 2003 in its restaurant segment.
All of the company's family-casual restaurants feature a wide variety of
homestyle menu offerings designed to appeal to its diverse customer base,
primarily families. Breakfast entrees, including traditional items and unique
specialty offerings, are served all day. The restaurants are typically open from
6 a.m. until 10 p.m. Sunday through Thursday, with extended closing hours on
Friday and Saturday for most locations. Average guest checks for breakfast,
lunch and dinner at the end of fiscal 2004 were $6.35, $7.07 and $7.65,
respectively, for an average of $7.00 for all day parts. Approximately 66
percent of total revenues from restaurant operations are generated from 6 a.m.
to 4 p.m., with the balance generated from 4 p.m. to closing. Sales on Saturday
and Sunday account for approximately 40 percent of a typical week's revenues.
3
The company's restaurants are supplied with food and other inventory items
(other than sausage products and related meat items) by five independent food
and non-food distributors twice a week. Mattingly Foods, Inc. ("Mattingly"),
which has served as one of the company's distributors for more than 30 years,
purchases various restaurant supplies, food products and other items from a
group of suppliers approved by the company and distributes them on a cost-plus
basis to a substantial majority of the company's restaurants. Although Mattingly
furnishes most products to these restaurants, the company believes the products
can be readily supplied by other distributors and has not experienced any
material or continued shortage of the products distributed by Mattingly. Sausage
products and other Bob Evans meat items are supplied by the company to each
restaurant by the company's driver-salesmen, with the exception of the
restaurants located in Florida, Kansas, Massachusetts, Mississippi, New York,
North Carolina, South Carolina and Tennessee and parts of Kentucky, Michigan,
Missouri, Pennsylvania, Virginia and West Virginia, which are supplied by the
aforementioned food distributors.
The following table sets forth the number, type and location of restaurants
operated by the company as of the end of the 2004 fiscal year.
RESTAURANTS IN OPERATION AT APRIL 30, 2004
General Total
Traditional Stores Owens Restaurants
----------- ------ ----- -----------
Delaware 6 6
Florida 42 42
Illinois 20 20
Indiana 60 60
Iowa 1 1
Kansas 3 3
Kentucky 21 21
Maryland 25 25
Massachusetts 1 1
Michigan 52 52
Mississippi 1 1
Missouri 18 1 19
New Jersey 3 3
New York 13 13
North Carolina 16 16
Ohio 182 2 184
Pennsylvania 31 1 32
South Carolina 4 1 5
Tennessee 3 1 4
Texas 9 9
Virginia 15 15
West Virginia 25 1 26
TOTAL 542 7 9 558
4
During fiscal 2004, the company opened 37 new restaurants. The majority of these
new restaurants are located in the company's core markets, primarily in the
Midwest and East Coast.
From time to time, restaurants are evaluated and closed due to a changing
market, poor performance or a change in access or building safety. During fiscal
2004, two traditional Bob Evans Restaurants were closed in Greenville, N.C., and
Indianapolis, due to their inability to perform to company expectations.
The company has typically opened restaurants in areas where a strong consumer
awareness and acceptance of its sausage products have been established over the
years. It has deviated from this practice only in Florida, Mississippi, North
Carolina and South Carolina, where the company's driver-salesmen do not
distribute Bob Evans Sausage for retail sale.
Also, during fiscal 2004, the company rebuilt nine restaurants and remodeled 50
restaurants to various degrees. The company believes that rebuilding its older
restaurants increases customer satisfaction and same-store sales.
Seasonality
Certain restaurants located near major interstate highways generally experience
increased revenues during the summer travel season.
Restaurant Expansion
During fiscal 2005, the company plans to build and open approximately 40 new
restaurants, most of which will be constructed in the company's established
markets. Future restaurant growth will depend on the availability of sites at
prices that are projected to meet or exceed the company's desired returns, as
well as growth trends in consumer demand for mid-scale, family restaurants.
During fiscal 2005, the company plans to rebuild 11 restaurants and remodel
approximately 40 restaurants to various degrees, including major remodels and
expansions to minor equipment and decor updates. The restaurant remodel/rebuild
plan, which requires significant capital expenditures, demonstrates the
company's commitment to customer service and satisfaction. Restaurant capital
expenditures for fiscal 2005 are estimated to be approximately $107 million
compared to $121 million in fiscal 2004.
Carryout Business
During fiscal 2004, carryout business in the company's restaurants accounted for
approximately 6 percent of the total revenues generated by the restaurant
segment. To increase carryout business and customer satisfaction, the company
continues to include Carry Home Kitchen, an enhanced carryout area, in all new
locations. Through dedicated staffing and facilities, Carry Home Kitchens not
only better serve carryout customers, but also increase eat-in dessert sales as
a result of the awareness generated by the added dessert case. While the
company's restaurants do not offer drive-through service, the company is
currently testing curb-side carryout. The company plans to expand carryout
business during fiscal 2005 by enhancing marketing programs to increase consumer
awareness.
5
Retail Sales of Goods
The company offers retail gifts, food items and other novelties for sale on a
limited basis in its traditional restaurants' Corner Cupboard area and on a much
larger scale in its seven Bob Evans Restaurants & General Stores. The company
introduced retail Corner Cupboards in new restaurants, rebuilds and five
existing units during fiscal 2004. Continuing the success of this program, the
company plans to include Corner Cupboard retail areas during fiscal 2005 in all
new and rebuilt restaurants, as well as nine existing restaurants, which will
bring the total to approximately 389 restaurants at year-end.
Competition
The company's restaurant segment is engaged in an intensely competitive
business. The company's restaurants compete for favorable expansion sites and
customers with both local and national family, casual and fast-food restaurant
chains, as well as with individual restaurant operators. The line continues to
blur between family and casual restaurants. In the strictest sense, the
company's restaurants continue to operate in the family-dining segment. However,
with attractive portions and lower price points, the company's restaurants are
increasingly challenging the company's casual dining competitors in terms of
food quality and value perceptions, and in fact, the company now classifies its
concept as "family casual." Competition in the restaurant industry lies in
price/value, menu variety, relevance and brand image. The company's restaurant
segment sales are not a significant factor in the overall restaurant business in
the company's market areas.
Labor and Fringe Benefit Expense
Labor and fringe benefit expense in the restaurant segment accounted for 39.6
percent of sales in fiscal 2004 as compared to 39.2 percent in fiscal 2003. The
increase in 2004 was attributable mainly to higher hourly and management wages
resulting from increased training costs associated with new store openings. Also
contributing to the increase was the fact that wages were not as well leveraged
due to lower-than-expected same-store sales.
Sources and Availability of Raw Materials
Menu mix in the restaurant segment is varied enough that raw materials
historically have been readily available. However, some food products may be in
short supply during certain seasons and raw material prices often fluctuate
according to availability. Cost of sales accounted for approximately 24.4
percent of restaurant segment sales during fiscal 2004, in comparison with 23.6
percent during fiscal 2003. Restaurant segment food costs were impacted by menu
price increases, high raw material prices and sales mix. The company experienced
price increases on many commodity items, including beef, chicken, pork, eggs,
oils and dairy items. The company anticipates that food costs may be close to
fiscal 2004 levels during fiscal 2005.
6
Marketing
The company spent approximately $34 million marketing the restaurant segment
during its 2004 fiscal year. Approximately 77 percent of the marketing dollars
were spent on television, radio, print and outdoor advertising to build and
maintain brand awareness. The remaining 23 percent was spent primarily on
in-store merchandising/menus, kids' marketing programs and local-store
marketing. The company typically limits the use of coupons to certain outlying
markets to encourage trial with new or infrequent customers. The company expects
marketing expense as a percent of sales for fiscal 2005 to be consistent with
fiscal 2004 levels.
Research and Development
The company is continuously testing new food items in its search for new and
improved menu offerings to appeal to its customer base and to satisfy changing
eating trends. Product development has been concentrated on unique homestyle
options, as well as quality enhancements to some of the company's best-selling
items to keep the menu fresh and relevant. The company's Breakfast Savors and
Lunch Savors programs, which are designed to drive weekday sales, continue to be
updated with new items to maintain their success.
To meet a wide range of consumer needs, the company tested a Low Carb and
Lighter Fare menu insert in the spring of 2004 that highlights various dieting
choices. Plans call for this supplemental menu to be introduced systemwide in
the summer of 2004. In the fall of 2004, the company plans to introduce new
Dinner Sensations combos, a line of dinner entrees offering consumers the choice
of two of the following: shrimp, salmon, chicken or steak. Since the
introduction of the company's new children's program in fiscal 2003, sales of
kids meals have increased significantly. New, kid-friendly menu items and
educational activities which are updated monthly keep the program fresh.
Research and development expenses, to date, have not been material.
Trademarks, Service Marks and Licenses
The company maintains various trademarks and service marks in connection with
its family restaurant operations, such as Bob Evans Carry Home Kitchen,
Breakfast Savors and Lunch Savors. These trademarks and service marks are
renewed periodically and the company believes that they adequately protect the
various products and services to which they relate. The operations of the
restaurant segment of the company are not dependent upon any patents, franchises
or concessions.
FOOD PRODUCTS SEGMENT OPERATIONS
Principal Products and Procurement Methods
The company's traditional business in its food products segment is the
production, distribution and sale of approximately 40 varieties of fresh, smoked
and fully cooked pork sausage and ham products under the brand names of Bob
Evans, Owens Country Sausage and Country Creek Farm. In addition to the
company's well-known meat offerings, the company also sells a number of other
complementary food items in the frozen and refrigerated areas of grocery stores.
During
7
fiscal 2004, the company expanded its Bob Evans food products offerings by
introducing refrigerated Bob Evans Special Recipe Macaroni & Cheese; Large
Sausage Cheeseburger Snackwiches; Bacon, Egg & Cheese Burrito Snackwiches; and
frozen Sausage Gravy and Biscuits. Several items in the Bob Evans and Owens
product lines, including Snackwiches, are microwaveable convenience items for
meals and snacks. New offerings are being well-received as refrigerated potato
and macaroni & cheese side items are becoming a larger percentage of the
company's food products volume and sales of reformulated Express fully cooked
sausage links continue to increase at a rapid rate.
The company continues to devote time and effort on both new product development
and sales of its retail products to institutional and foodservice purchasers.
Specialty items for the company's institutional and foodservice customers are
made to their specifications and include sausage links and patties, sausage
gravy and biscuit sandwiches. Although foodservice sales do not generate margins
as high as sales of branded items, they provide the company with incremental
volume in its production plants. During fiscal 2004, foodservice sales accounted
for approximately 10 percent of the company's food products gross sales compared
to 9 percent in fiscal 2003. Foodservice sales are expected to remain relatively
constant in fiscal 2005.
The following table depicts the percentage of the company's food products
segment revenues generated through sales of its Bob Evans, Owens Country Sausage
and Hickory Specialties products during the last three fiscal years.
Percentage of Food Products Segment Revenues
FISCAL YEAR ENDED
------------------------------------------------------------------------
APRIL 30, 2004 APRIL 25, 2003 APRIL 26, 2002
-------------- -------------- --------------
Sales of Bob Evans 79% 78% 76%
Products
Sales of Owens 21% 22% 21%
Country Sausage
Products
Sales of Hickory 0% 0% 3%
Specialties Products*
*On Oct. 5, 2001, the company sold Hickory Specialties, Inc. to an unrelated
third party.
The company's retail pork sausage products are produced in the company's seven
processing plants located in Galva, Ill.; Hillsdale, Mich.; Bidwell, Springfield
and Xenia, Ohio; and Sulphur Springs and Richardson, Texas. In the fall of 2003,
the company opened the production facility in Sulphur Springs to allow expansion
of convenience products for both Bob Evans and Owens. The Bidwell, Springfield,
Hillsdale and Richardson plants also manufacture the products sold to
foodservice distributors. The company operates a distribution center in
Springfield, Ohio, which serves as a hub for the company's direct store
distribution system.
8
The company procures live hogs at prevailing market prices from terminals, local
auctions, country markets and corporate and family farms in Illinois, Indiana,
Iowa, Kansas, Michigan, Minnesota, Missouri, Nebraska, North Carolina, Ohio,
Oklahoma, Pennsylvania, South Dakota, West Virginia, Wisconsin, Texas and
Canada. Live hogs procured in these markets are purchased by an employee of the
company. Live hogs are then transported overnight directly from the various
markets and farms from which they were purchased to five of the company's
processing plants where they are slaughtered and processed into various pork
sausage products. These products, in turn, are shipped daily from the processing
plants for distribution to the company's customers. The company generally has
not experienced difficulty in procuring live hogs for its pork sausage products.
The company has not traditionally contracted in advance for the purchase of live
hogs, although it may do so with limited quantities in fiscal 2005.
Distribution Methods
Products distributed under the Bob Evans brand name are distributed to retail
customers in two ways:
(1) Primarily, the direct store delivery system is used for the retail
distribution of the sausage and other refrigerated products bearing the
Bob Evans brand name. Ninety driver-salesmen, driving company-owned
refrigerated trucks, deliver the company's products directly to
approximately 5,400 grocery stores.
(2) On a smaller scale, the company uses alternate distribution methods for
its refrigerated and frozen food products through warehouses and
distributors, which makes the products available to approximately 4,000
additional grocery stores. A nine-person sales team works directly for the
company and is supported by outside brokers and distributors.
The marketing territory for Bob Evans brand products includes Delaware, the
District of Columbia, Illinois, Indiana, Maryland, Michigan and Ohio as well as
portions of Alabama, Georgia, Kansas, Kentucky, Iowa, Missouri, New Jersey, New
York, North Carolina, Pennsylvania, South Carolina, Tennessee, Virginia, West
Virginia and Wisconsin.
Owens Country Sausage products are distributed to more than 5,500 retail
customers in two ways:
(1) Company-owned transport trucks deliver directly to most major supermarket
chain warehouse distribution centers in the Owens' market areas.
Thereafter, the products are shipped to individual grocery stores.
(2) Seventeen driver-salesmen, driving company-owned refrigerated trucks, and
various broker networks deliver products to grocery stores.
The marketing territory for Owens brand products includes Arizona, Arkansas,
Colorado, Louisiana, New Mexico, Oklahoma and Texas, and portions of Kansas,
Mississippi and Nevada.
Distribution to the company's foodservice customers is accomplished through food
brokers and distributors.
9
Inventory Levels
Most of the company's food products are highly perishable and require proper
refrigeration. Shelf life of the products ranges from 18 to 49 days for
refrigerated products. Due to the highly perishable nature and short shelf life
of the company's food products, the company's processing plants normally process
only enough product to fill existing orders. Therefore, the company maintains
minimal inventory levels because such products are generally manufactured only
to meet existing demand and are delivered to retail outlets within three days
after processing.
Trademarks and Service Marks
The company maintains various trademarks and service marks in connection with
its food products operations, such as Snackwiches, Brunch Bowls and Border
Breakfasts, that identify various Bob Evans and Owens Country Sausage products.
These trademarks and service marks are renewed periodically and the company
believes that they adequately protect the brand names of the company. The
operations of the food products segment of the company are not dependent upon
any patents, licenses, franchises or concessions.
Competition
The sausage business is highly competitive. The company competes primarily on
the basis of the price and quality of its sausage products. Bob Evans uses
high-quality ingredients to manufacture products that reflect the company's
homestyle image and heritage. The company is in direct competition with a large
number and variety of producers and wholesalers of similar products, including
local and national companies. Although many such competitors have substantially
greater financial resources and higher sales volumes, the company believes that
sales of its products constitute a significant portion of sales of sausage of
comparable price and quality in the majority of its core market areas.
Seasonality
More pounds of fresh sausage are typically sold during the colder months from
October through April. The company continues to promote products for outdoor
grilling in an attempt to create more volume during the summer months.
Marketing
During the 2004 fiscal year, the company spent approximately $8 million
marketing its food products under the Bob Evans and Owens brand names.
Approximately 80 percent of this amount was spent on broadcast media programs to
build and maintain brand awareness and the remaining 20 percent was spent on
other promotional activities.
10
Dependence on a Single Customer
Bob Evans and Owens products are available to more than 50 percent of the
population of the continental United States through more than 14,900 retail
grocery stores. The company's food products segment is not dependent upon a
single customer or group of affiliated customers.
Sales on Credit; Aged Product
The company typically allows seven- to 30-day terms on the sales of its food
products. The company has not experienced any significant bad debt problems, nor
has the return of aged product had a significant effect on the company.
Sources and Availability of Raw Materials
The company is dependent upon the availability of live hogs to produce its pork
sausage and ham products. Historically, the company has not experienced
shortages in the number of hogs available at prevailing market prices. The live
hog market is highly cyclical in terms of the number of hogs available and the
current market price. The live hog market is also dependent upon supply and
demand for pork products and corn production, since corn is the major food
supply for hogs.
Expansion of Distribution Area
The company is currently evaluating additional markets for possible expansion,
which could occur during fiscal 2005 or later.
Profit Margins Related to Sausage Production
Profit margins relating to sausage production are normally more favorable during
periods of lower live hog costs. During fiscal 2004, hog prices averaged $37.99
per hundredweight as compared to $26.46 per hundredweight during fiscal 2003.
The company believes live hog costs will increase during fiscal 2005 over the
2004 average.
GENERAL
Employees
The company employed 40,640 persons in the restaurant segment and 1,395 persons
in the food products segment as of April 30, 2004.
11
Compliance with Environmental Protection Requirements
The company does not anticipate that compliance with federal, state and local
provisions which have been enacted or adopted to regulate the discharge of
materials into the environment, or which otherwise relate to the protection of
the environment, will have a material effect upon the capital expenditures,
earnings or the competitive position of the company.
Sales, Operating Profit and Identifiable Assets
The following table sets forth information regarding revenues, operating profit
and identifiable assets of the company's restaurant segment and food products
segment for each of the last three fiscal years.
FISCAL YEAR ENDED
(Dollars in thousands)
------------------------------------------------------
April 30, April 25, April 26,
2004 2003 2002
-------- -------- --------
Sales:
Restaurant Operations: $984,896 $902,345 $870,257
Intersegment Sales of
Food Products: $ 35,272 $ 30,828 $ 30,814
Food Products (excluding
intersegment sales): $213,101 $188,992 $191,589
Operating Income:
Restaurant Operations: $ 95,878 $ 92,896 $ 85,009
Food Products: $ 17,423 $ 24,237 $ 18,854
Identifiable Assets:
Restaurant Operations: $749,599 $680,843 $626,318
Food Products: $ 76,933 $ 65,472 $ 60,713
RECENT DEVELOPMENTS
On July 7, 2004, Mimi's Cafe, LLC, a newly formed wholly-owned subsidiary of Bob
Evans Farms, Inc., acquired SWH Corporation (d/b/a Mimi's Cafe) for
approximately $103 million in cash, plus the assumption of approximately $79
million of outstanding indebtedness.
SWH Corporation, based in Tustin, Calif., operates 81 company-owned Mimi's Cafe
restaurants in 10 states, with most of the 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 a European bistro. Mimi's Cafe restaurants serve beer and
wine, and operate in the casual segment of the restaurant industry, with a
per-person check average of approximately $9.50. Total revenues for SWH
Corporation were $240.5 million for calendar year 2003, and average restaurant
sales were $3.3 million per unit.
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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 is
expected to be refinanced on or about July 28, 2004 through a private placement
of approximately $190 million in debt securities.
Cautionary Statement Regarding Forward-Looking Information
Certain statements contained in this Annual Report on Form 10-K 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:
- Changes in hog costs
- The possibility of severe weather conditions where the company
operates its restaurants
- The availability and cost of acceptable new restaurant sites
- Shortages of restaurant labor
- Acceptance of the company's restaurant concepts into new geographic
areas
- Accurately assessing the value, future growth potential, strengths,
weaknesses, contingent and other liabilities and potential
profitability of Mimi's Cafe
- Unanticipated changes in business and economic conditions affecting
Mimi's Cafe
- 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.
13
ITEM 2. PROPERTIES.
The following provides a brief summary of the location and general character of
the company's principal plants and other physical properties as of April 30,
2004.
The company owns its principal executive offices located at 3776 S. High St.,
Columbus, Ohio. The company also owns a 937-acre farm located in Rio Grande,
Ohio, and a 30-acre farm located in Richardson, Texas. The two farm locations
support the company's heritage and image through educational and recreational
tourist activities.
Restaurant Segment
Of the 558 restaurants operated by the company, 489 properties are owned by the
company and 69 are leased from unaffiliated persons. Five additional lease
agreements have been signed for Bob Evans Restaurants to be built during fiscal
2005. All lease agreements contain either multiple renewal options or options to
purchase.
Food Products Segment
The food products segment has seven sausage-manufacturing plants located in
Galva, Ill.; Hillsdale, Mich.; Bidwell, Springfield, and Xenia, Ohio; and
Sulphur Springs and Richardson, Texas; and a distribution center in Springfield,
Ohio. All of these properties are owned by the company. The company believes
that its manufacturing facilities have adequate capacity to serve their intended
purpose at this time and in the foreseeable future.
The company owns regional sales offices in Westland, Mich., and Tyler, Texas. In
addition, the company leases various other locations throughout its marketing
territory which serve as regional and divisional sales offices.
ITEM 3. LEGAL PROCEEDINGS.
There are no pending legal proceedings to which the company or any of its
subsidiaries is a party or to which any of their respective properties are
subject, except routine legal proceedings to which they are parties incident to
their respective businesses. None of such proceedings are considered by the
company to be material.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
EXECUTIVE OFFICERS OF BOB EVANS FARMS, INC.
The following table sets forth the executive officers of Bob Evans Farms, Inc.
and certain information with respect to each executive officer as of July 15,
2004. The executive officers are appointed by and serve at the pleasure of the
board of directors.
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Principal Occupations for Past Five Years
Name Age and Other Information
---- --- ---------------------
Russell W. Bendel(1) 50 President, Chief Executive Officer and director of SWH
Corporation (d/b/a Mimi's Cafe) since April 2004; President
and director of SWH Corporation from July 2001 to April
2004; President of Roy's Restaurants, a joint venture of
Outback Steakhouse, Inc. and restaurateur Roy Yamaguchi,
from July 1999 to May 2001; joint venture partner with
Outback Steakhouse, Inc. from July 1995 to June 1999;
officer since the acquisition of SWH Corporation on
July 7, 2004.
Scott D. Colwell 46 Senior Vice President of Marketing of Bob Evans Farms, Inc.
since 2000; served as Vice President of Microllenium, Inc., an
information technology provider, January to April 2000; Vice
President of Marketing at the Friendly Ice Cream
Corporation, a family restaurant and ice cream manufacturing
company, from 1996 to 1999; 4 years as an officer of Bob Evans
Farms, Inc.
Mary L. Cusick 48 Senior Vice President of Investor Relations and Corporate
Communications since 2000; Vice President of Corporate
Communications from 1990 to 2000; 14 years as an officer of
Bob Evans Farms, Inc.
Joe L. Gillen 55 Senior Vice President of Restaurant Operations since 1993;
16 years as an officer of Bob Evans Farms, Inc.
Randall L. Hicks 44 Executive Vice President of Restaurant Operations since
2004; Senior Vice President of Restaurant Operations 2003 to
2004; Vice President of Restaurant Operations from 1994 to
2003; 10 years as an officer of Bob Evans Farms, Inc.
Rinzy J. Nocero 50 Senior Vice President of Restaurant Operations since 1993;
16 years as an officer of Bob Evans Farms, Inc.
Stewart K. Owens 49 Chairman of the Board, Chief Executive Officer, President
and Chief Operating Officer since 2001; Chief Executive
Officer, President and Chief Operating Officer from 2000 to
2001; President and Chief Operating Officer from 1995 to
2000; 14 years as an officer of Bob Evans Farms, Inc.
Donald J. Radkoski 49 Chief Financial Officer, Treasurer and Secretary since 2000;
Chief Financial Officer and Treasurer from 1994 to 2000; 16
years as an officer of Bob Evans Farms, Inc.
15
Tod P. Spornhauer 38 Senior Vice President of Finance, Controller, Assistant
Treasurer and Assistant Secretary since 2003; Vice President
of Finance and Controller from 1998 to 2003; 6 years as an
officer of Bob Evans Farms, Inc.
Roger D. Williams 53 Executive Vice President of Food Products Division since
1997; 24 years as an officer of Bob Evans Farms, Inc.
- --------------
(1) Pursuant to the terms of the acquisition of SWH Corporation on July 7, 2004, Mr. Bendel and
SWH Corporation entered into a new employment agreement pursuant to which Mr. Bendel maintained
his position as the President and Chief Executive Officer of SWH Corporation.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER REPURCHASES OF EQUITY SECURITIES.
In accordance with General Instruction G(2), the information called for in Item
201(a) through (c) of Regulation S-K is incorporated herein by reference to Note
H, Quarterly Financial Data (Unaudited), to the company's consolidated financial
statements located on page 30 of the Bob Evans Farms, Inc. Annual Report to
Stockholders for the fiscal year ended April 30, 2004 ("the 2004 Annual Report
to Stockholders").
The following table provides information on Bob Evans Farms, Inc.'s purchases of
its common stock during the three fiscal months ended April 30, 2004:
TOTAL NUMBER OF
SHARES PURCHASED AS MAXIMUM NUMBER OF
PART OF PUBLICLY SHARES THAT MAY YET
TOTAL NUMBER OF AVERAGE PRICE ANNOUNCED PLANS BE PURCHASED UNDER
PERIOD SHARES PURCHASED PAID PER SHARE OR PROGRAMS THE PLANS OR PROGRAMS
------ ---------------- -------------- ----------- ---------------------
1/24/04 - 2/20/04 145(a) $32.33 0
2/21/04 - 3/19/04 0 -- 0
3/20/04 - 4/30/04 99,800(b) $31.78 99,800(b)
Total 99,945 $31.78 99,800(b) 0
(a) Represents 145 shares of common stock repurchased by Bob Evans
Farms, Inc. in connection with employee stock-for-stock exercises
of stock options.
(b) In May 2003, the board of directors of Bob Evans Farms, Inc.
authorized a share repurchase program for fiscal 2004. The program
authorized Bob Evans Farms, Inc. to repurchase, through April 30,
2004, up to 2 million shares of its outstanding common stock. During
fiscal 2004, Bob Evans Farms, Inc. repurchased 99,800 shares for
approximately $3.2 million under this program at an average price
per share of $31.78. The repurchased common stock is reflected as a
reduction of stockholders' equity. The share repurchase program for
fiscal 2004 expired on April 30, 2004.
16
ITEM 6. SELECTED FINANCIAL DATA.
In accordance with General Instruction G(2), the financial information for
fiscal years 2000 through 2004 contained under the sub caption Consolidated
Financial Review, located on page 19 of the 2004 Annual Report to Stockholders,
is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION.
In accordance with General Instruction G(2), the information contained under the
caption Management's Discussion and Analysis of Selected Financial Information
and Management's Discussion of Risk Factors, located on pages 33 through 39 of
the 2004 Annual Report to Stockholders, is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As noted in Note A, Summary of Significant Accounting Policies, to the company's
consolidated financial statements located on pages 24 through 26 of the 2004
Annual Report to Stockholders, 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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The company's consolidated financial statements and the auditor's report thereon
included on pages 20 through 32 of the 2004 Annual Report to Stockholders are
incorporated herein by reference.
The Quarterly Financial Data (Unaudited) included in Note H to the company's
consolidated financial statements, located on page 30 of the 2004 Annual Report
to Stockholders, is also incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
No response required.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
With the participation of Bob Evans Farms, Inc.'s management, including its
principal executive officer and principal financial officer, Bob Evans Farms,
Inc. has evaluated the effectiveness of its 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 Annual Report on
Form 10-K. Based upon that evaluation, Bob Evans Farms, Inc.'s principal
executive officer and principal financial officer have concluded that:
17
- - information required to be disclosed by Bob Evans Farms, Inc. in this
Annual Report on Form 10-K would be accumulated and communicated to Bob
Evans Farms, Inc.'s management, including its principal executive officer
and principal financial officer, as appropriate to allow timely decisions
regarding required disclosure;
- - information required to be disclosed by Bob Evans Farms, Inc. in this
Annual Report on Form 10-K would be recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms;
and
- - Bob Evans Farms, Inc.'s disclosure controls and procedures are effective
as of the end of the period covered by this Annual Report on Form 10-K to
ensure that material information relating to Bob Evans Farms, Inc. and its
consolidated subsidiaries is made known to them, particularly during the
period for which the periodic reports of Bob Evans Farms, Inc., including
this Annual Report on Form 10-K, are being prepared.
Changes in Internal Control Over Financial Reporting
There were no significant changes during the period covered by this Annual
Report on Form 10-K in Bob Evans Farms, Inc.'s internal control over financial
reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have
materially affected, or are reasonably likely to materially affect, its internal
control over financial reporting.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
In accordance with General Instruction G(3), the information contained under the
captions "PROPOSAL 1: ELECTION OF DIRECTORS," "SECTION 16(a) BENEFICIAL
OWNERSHIP REPORTING COMPLIANCE" and "THE BOARD AND COMMITTEES OF THE BOARD"
under the subcaption "Directors Serving on Boards of Other Public Companies" in
Bob Evans Farms, Inc.'s definitive proxy statement relating to the annual
meeting of stockholders to be held on Sept. 13, 2004 (the "2004 Proxy
Statement"), is incorporated herein by reference. The information regarding
executive officers required by Item 401 of Regulation S-K is included in Part I
hereof under the caption "Executive Officers of Bob Evans Farms, Inc." Also,
information concerning Bob Evans Farms, Inc.'s audit committee and the
determination by Bob Evans Farms, Inc.'s board of directors that at least one
member of the audit committee qualifies as an "audit committee financial expert"
is incorporated herein by reference to the 2004 Proxy Statement, under "THE
BOARD AND COMMITTEES OF THE BOARD" under the subcaptions "Independence of
Directors" and "Committee Membership."
Effective May 1, 2004, the board of directors of Bob Evans Farms, Inc. adopted a
Code of Conduct, which is followed by all directors, officers and employees,
including its principal executive officer, principal financial officer and
controller. The Code of Conduct is available at www.bobevans.com under
"Corporate Governance" in the "Investors" section. To receive a copy of the Code
of Conduct at no cost, contact the human resources department at (800) 272-7675.
Also, any amendments to certain provisions of the Code of Conduct or waivers of
such
18
provisions granted to executive officers and directors will be disclosed on the
Web site within five business days following the date of such amendment or
waiver.
ITEM 11. EXECUTIVE COMPENSATION.
In accordance with General Instruction G(3), the information contained under the
captions "COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS" (including the
information appearing under the sub captions "SUMMARY COMPENSATION TABLE,"
"Grants of Options," "OPTION GRANTS IN LAST FISCAL YEAR," "Option Exercises and
Holdings," "AGGREGATE OPTION EXERCISES IN FISCAL 2004 AND FISCAL YEAR-END OPTION
VALUES," "Change in Control and Severance Arrangements" and "Compensation of
Directors") in the 2004 Proxy Statement is incorporated herein by reference.
Neither the report of the compensation committee of the Bob Evans Farms, Inc.
board of directors on executive compensation nor the performance graph included
in the 2004 Proxy Statement shall be deemed to be incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
In accordance with General Instruction G(3), the information called for in this
Item 12 regarding the security ownership of certain beneficial owners and
management is incorporated herein by reference to the information under the
caption "STOCK OWNERSHIP" in the 2004 Proxy Statement.
The information called for in this Item 12 regarding securities authorized for
issuance under equity compensation plans is included in the following section.
EQUITY COMPENSATION PLAN INFORMATION
Bob Evans Farms, Inc. has three compensation plans under which it may issue
equity securities to its directors, officers and employees in exchange for goods
or services:
- - the Bob Evans Farms, Inc. First Amended and Restated 1992 Nonqualified
Stock Option Plan ("the 1992 Stock Option Plan");
- - the Bob Evans Farms, Inc. First Amended and Restated 1993 Long Term
Incentive Plan for Managers (the "1993 LTIP") and
- - the Bob Evans Farms, Inc. First Amended and Restated 1998 Stock Option and
Incentive Plan (the "1998 Stock Option Plan").
At April 30, 2004, there were outstanding stock options issued under the 1992
Stock Option Plan and the 1998 Stock Option Plan as well as under the Bob Evans
Farms, Inc. 1989 Stock Option Plan for Nonemployee Directors (the "1989 Stock
Option Plan"), the Bob Evans Farms, Inc. 1991 Incentive Stock Option Plan (the
"1991 Stock Option Plan") and the 1994 Long Term Incentive Plan (the "1994
LTIP"). Bob Evans Farms, Inc. can no longer grant awards under the 1989 Stock
Option Plan, the 1991 Stock Option Plan or the 1994 LTIP. Each of the previously
mentioned plans was approved by Bob Evans Farms, Inc.'s stockholders.
19
The following table shows, as of April 30, 2004, the number of common shares
issuable upon exercise of outstanding stock options, the weighted average
exercise price of those stock options and the number of common shares remaining
for future issuance under the plans, excluding shares issuable upon exercise of
outstanding stock options.
(a) (b) (c)
Number of securities
Number of securities remaining available for
to be issued upon Weighted-average future issuance under
exercise of exercise price of equity compensation plans
outstanding options, outstanding options, (excluding securities
Plan Category warrants and rights warrants and rights reflected in column (a))
- ------------- ------------------- ------------------- ------------------------
Equity compensation plans
approved by security holders 2,713,006(1) $22.96 1,789,393(2)
Equity compensation plans not
approved by security holders N/A N/A N/A
Total 2,713,006(1) $22.96 1,789,393(2)
(1) Includes:
- 380 common shares issuable upon exercise of options granted under
the 1989 Stock Option Plan,
- 1,478 common shares issuable upon exercise of options granted under
the 1991 Stock Option Plan,
- 271,154 common shares issuable upon exercise of options granted
under the 1992 Stock Option Plan,
- 197,899 common shares issuable upon exercise of options granted
under the 1994 LTIP and
- 2,242,095 common shares issuable upon exercise of options granted
under the 1998 Stock Option Plan
(2) Includes:
- 163,900 common shares remaining available for issuance under the
1992 Stock Option Plan,
- 126,316 common shares remaining available for issuance under the
1993 LTIP and
- 1,499,177 common shares remaining available for issuance under the
1998 Stock Option Plan
The 1993 LTIP authorizes the grant of performance awards if Bob Evans
Farms, Inc.'s actual performance level (i.e., the amount by which its
consolidated net income for the fiscal year exceeds its consolidated net
income for the immediately preceding fiscal year) exceeds a threshold
performance level established by the compensation committee for that
fiscal year. Each performance award is equal to a percentage of the
participant's compensation, not in excess of 8 percent, determined through
a formula described in the 1993 LTIP. The dollar amount of each
participant's performance award is converted into a number of common
shares based on the fair market value of a common share as of the close of
business on the last day of the applicable fiscal year. If the participant
has not satisfied the vesting requirements described in the 1993 LTIP, the
common shares issued will be restricted and subject to forfeiture.
The 1994 LTIP authorized the award of performance share awards in addition
to stock options. Performance share awards were to be paid in cash, common
shares or a combination
20
of cash and common shares if Bob Evans Farms, Inc.'s performance (or the
performance of any subsidiary selected by the compensation committee) met
certain goals established by the compensation committee. In addition to
establishing performance goals, the compensation committee determined the
length of a performance period, the maximum value of a performance share
award and the minimum performance required before a payment would be made.
The 1994 LTIP did not allocate a specific portion of the common shares
available for issuance under the plan to the award of stock options or
performance share awards. As of April 14, 2004, the last date by which
awards could be granted under the 1994 LTIP, no performance share awards
had been issued.
The 1998 Stock Option Plan authorizes the award of performance share
awards and restricted stock in addition to stock options. The performance
share awards authorized under the 1998 Stock Option Plan have the same
terms as the performance share awards described above with respect to the
1994 LTIP. Awards of restricted stock consist of awards of common shares
that may be subject to forfeiture, restrictions on transfer and other
specified conditions as determined by the compensation committee.
Participants are not required to pay for the common shares covered by the
restricted stock award, except as otherwise provided by applicable law.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
In accordance with General Instruction G(3), the information contained under the
caption "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS" in the 2004 Proxy
Statement is incorporated herein by reference.
PART IV
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
In accordance with General Instruction G(3), the information contained under
"PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS" under the
subcaptions "Pre-Approval of Services Performed by Independent Auditors" and
"Fees of Independent Auditors" in the 2004 Proxy Statement is incorporated
herein by reference.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a)(1) Financial Statements
For a list of all financial statements included with this Annual
Report on Form 10-K, see the "Index to Financial Statements" at
page 29.
(a)(2) Financial Statement Schedules
All schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission
are not required under the related instructions or are
inapplicable and, therefore, have been omitted.
21
(a)(3) Exhibits
Exhibits filed with this Annual Report on Form 10-K are attached
hereto. For a list of such exhibits, see the "Index to Exhibits"
at page 30. The following table provides certain information
concerning executive compensation plans and arrangements required
to be filed as exhibits to this Annual Report on Form 10-K.
22
Executive Compensation Plans and Arrangements
Exhibit
Number Description Location
- ------ ----------- --------
10(a) Change in Control Agreement, Incorporated herein by reference to
effective May 1, 2002, between Exhibit 10(a) of the Bob Evans Farms,
Stewart K. Owens and Bob Evans Farms, Inc.'s Annual Report on Form 10-K for
Inc. its fiscal year ended April 26, 2002.
(File No. 0-1667)
10(b) Change in Control Agreement, Incorporated herein by reference to
effective May 1, 2002, between Donald Exhibit 10(b) of the Bob Evans Farms,
J. Radkoski and Bob Evans Farms, Inc. Inc.'s Annual Report on Form 10-K for
its fiscal year ended April 26, 2002.
(File No. 0-1667)
10(c) Schedule A to Exhibit 10(b) Incorporated by reference to Exhibit
identifying other substantially 10(c) of Bob Evans Farms, Inc.'s Annual
identical agreements between Bob Report on Form 10-K for its fiscal year
Evans Farms, Inc. and certain ended April 25, 2003. (File No. 0-1667)
executive officers of Bob Evans
Farms, Inc.
10(d) Bob Evans Farms, Inc. 1989 Stock Incorporated herein by reference to
Option Plan for Nonemployee Directors Exhibit 4(d) to Bob Evans Farms, Inc.'s
Registration Statement on Form S-8,
filed Aug. 23, 1989.
(Registration No. 33-30665)
10(e) Bob Evans Farms, Inc. 1991 Incentive Incorporated herein by reference to
Stock Option Plan Exhibit 4(d) to Bob Evans Farms, Inc.'s
Registration Statement on Form S-8,
filed Sept. 13, 1991.
(Registration No. 33-42778)
10(f) Bob Evans Farms, Inc. 1992 Incorporated herein by reference to
Nonqualified Stock Option Plan Exhibit 10(j) to Bob Evans Farms,
(effective for options granted prior Inc.'s Annual Report on Form 10-K for
to May 1, 2002) its fiscal year ended April 24, 1992.
(File No. 0-1667)
10(g) Bob Evans Farms, Inc. Long Term Incorporated herein by reference to
Incentive Plan for Managers Exhibit 10(k) to Bob Evans Farms,
(effective for performance awards Inc.'s Annual Report on Form 10-K for
granted prior to May 1, 2002) its fiscal year ended April 30, 1993.
(File No. 0-1667)
10(h) Bob Evans Farms, Inc. 1994 Long Term Incorporated herein by reference to
Incentive Plan (effective for options Exhibit 10(n) to Bob Evans Farms,
and other awards granted prior to May Inc.'s Annual Report on Form 10-K for
1, 2002) its fiscal year ended April 29, 1994.
(File No. 0-1667)
23
Exhibit
Number Description Location
- ------ ----------- --------
10(i) Bob Evans Farms, Inc. 1998 Incorporated herein by reference to
Supplemental Executive Retirement Exhibit 10(l) to Bob Evans Farms,
Plan (effective for awards granted Inc.'s Annual Report on Form 10-K for
prior to May 1, 2002) its fiscal year ended April 24, 1998.
(File No. 0-1667)
10(j) Bob Evans Farms, Inc. 1998 Directors Incorporated herein by reference to
Compensation Plan (effective May 1, Exhibit 10(m) to Bob Evans Farms,
1998, through May 6, 2002) Inc.'s Annual Report on Form 10-K for
its fiscal year ended April 24, 1998.
(File No. 0-1667)
10(k) Bob Evans Farms, Inc. 1998 Stock Incorporated herein by reference to
Option and Incentive Plan (effective Exhibit 4(f) to Bob Evans Farms, Inc.'s
for options and other awards granted Registration Statement on Form S-8
prior to May 1, 2002) filed March 22, 1999. (Registration
No. 333-74829)
10(l) Bob Evans Farms, Inc. Dividend Incorporated herein by reference to Bob
Reinvestment and Stock Purchase Plan Evans Farms, Inc.'s Registration
Statement on Form S-3 filed March 19,
1999. (Registration No. 333-74739)
10(m) Bob Evans Farms, Inc. and Affiliates Incorporated herein by reference to
Executive Deferral Program Exhibit 10(k) to Bob Evans Farms,
(effective, as amended, through April Inc.'s Annual Report on Form 10-K for
30, 2002) its fiscal year ended April 27, 2001.
(File No. 0-1667)
10(n) First Amendment to Bob Evans Farms, Incorporated herein by reference to
Inc. and Affiliates Executive Exhibit 10(l) to Bob Evans Farms,
Deferral Program Inc.'s Annual Report on Form 10-K for
its fiscal year ended April 27, 2001.
(File No. 0-1667)
10(o) Bob Evans Farms, Inc. First Amended Incorporated herein by reference to
and Restated 1992 Nonqualified Stock Exhibit 10(o) of Bob Evans Farms,
Option Plan (effective for options Inc.'s Annual Report on Form 10-K for
granted after May 1, 2002) its fiscal year ended April 26, 2002.
(File No. 0-1667)
10(p) Bob Evans Farms, Inc. First Amended Incorporated herein by reference to
and Restated 1993 Long Term Incentive Exhibit 10(p) of Bob Evans Farms,
Plan for Managers (effective for Inc.'s Annual Report on Form 10-K for
performance awards granted after May its fiscal year ended April 26, 2002.
1, 2002) (File No. 0-1667)
24
Exhibit
Number Description Location
- ------ ----------- --------
10(q) Bob Evans Farms, Inc. First Amended Incorporated herein by reference to
and Restated 1994 Long Term Incentive Exhibit 10(q) of Bob Evans Farms,
Plan (effective for options and other Inc.'s Annual Report on Form 10-K for
awards granted after May 1, 2002) its fiscal year ended April 26, 2002.
(File No. 0-1667)
10(r) Bob Evans Farms, Inc. and Affiliates Incorporated herein by reference to
2003 Second Amended and Restated Exhibit 10(r) of Bob Evans Farms,
Supplemental Executive Retirement Plan Inc.'s Annual Report on Form 10-K for
(effective for awards granted after May its fiscal year ended April 26, 2002.
1, 2002) (File No. 0-1667)
10(s) Bob Evans Farms, Inc. First Amended Incorporated herein by reference to
and Restated 1998 Stock Option and Exhibit 10(s) of Bob Evans Farms,
Incentive Plan (effective for options Inc.'s Annual Report on Form 10-K for
and other awards granted after May 1, its fiscal year ended April 26, 2002.
2002) (File No. 0-1667)
10(t) Bob Evans Farms, Inc. and Affiliates Incorporated herein by reference to
Second Amended and Restated Executive Exhibit 10(t) of Bob Evans Farms,
Deferral Program (effective May 1, 2002) Inc.'s Annual Report on Form 10-K for
its fiscal year ended April 26, 2002.
(File No. 0-1667)
10(u) Bob Evans Farms, Inc. Compensation Incorporated herein by reference to
Program for Directors (effective May Exhibit 10(u) of Bob Evans Farms,
7, 2002, through May 4, 2003) Inc.'s Annual Report on Form 10-K for
its fiscal year ended April 26, 2002.
(File No. 0-1667)
10(v) Bob Evans Farms, Inc. Compensation Incorporated herein by reference to
Program for Directors (effective May Exhibit 10(v) of Bob Evans Farms,
5, 2003 through May 10, 2004) Inc.'s Annual Report on Form 10-K for
its fiscal year ended April 25, 2003.
(File No. 0-1667)
10(w) Bob Evans Farms, Inc. Compensation Attached hereto.
Program for Directors (effective May
11, 2004)
10(x) Bob Evans Farms, Inc. 2002 Incentive Incorporated herein by reference to
Growth Plan (effective Sept. 9, 2003) Exhibit 10(w) of Bob Evans Farms,
Inc.'s Annual Report on Form 10-K for
its fiscal year ended April 25, 2003.
(File No. 0-1667)
10(y) Employment Agreement, dated as of Attached hereto.
July 7, 2004, by and between SWH
Corporation and Russell W. Bendel
(b) Reports on Form 8-K
On Feb. 4, 2004, Bob Evans Farms, Inc. furnished information under Item 9 of
Form 8-K regarding a news release issued on Feb. 3, 2004, announcing its
same-store sales for the fiscal
25
2004 month of January (i.e., the four weeks ended Jan. 23, 2004) and a quarterly
dividend for the third fiscal quarter ended Jan. 23, 2004. The news release was
included as Exhibit 99 to the Form 8-K.
On Feb. 9, 2004, Bob Evans Farms, Inc. furnished information under Item 12 of
Form 8-K regarding a news release issued Feb. 9, 2004, announcing its financial
results for third fiscal quarter ended Jan. 23, 2004. The news release was
included as Exhibit 99 to the Form 8-K.
On March 3, 2004, Bob Evans Farms, Inc. furnished information under Item 9 of
Form 10-K regarding a news release issued on March 2, 2004, announcing its
same-store sales for the fiscal 2004 month of February (i.e., the four weeks
ended Feb. 20, 2004). The news release was included as Exhibit 99 to the Form
8-K.
On March 31, 2004, Bob Evans Farms, Inc. furnished information under Item 9 of
Form 8-K regarding a news release issued on March 30, 2004, announcing its
same-store sales for the fiscal 2004 month of March (i.e., the four weeks ended
March 19, 2004) and furnished information under Item 12 of Form 8-K regarding a
news release issued on March 30, 2004, announcing updated information related to
its hog costs and reiterating its earnings expectations for the fourth fiscal
quarter ended April 30, 2004. The news release was included as Exhibit 99 to the
Form 8-K.
(c) Exhibits
Exhibits filed with this Annual Report on Form 10-K are attached hereto.
For a list of such exhibits, see the "Index to Exhibits" at page 30.
(d) Financial Statement Schedules
None.
26
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act
of 1934, Bob Evans Farms, Inc. has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Bob Evans Farms, Inc.
July 14, 2004 By: /s/ Donald J. Radkoski
--------------------------------------
Donald J. Radkoski
Chief Financial Officer, Treasurer
and Secretary (Chief Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the company and in
the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Stewart K. Owens Chairman of the Board July 14, 2004
- ------------------------------------
Stewart K. Owens
* Director July 14, 2004
- ------------------------------------
Larry C. Corbin
* Director July 14, 2004
- ------------------------------------
Daniel E. Evans
* Director July 14, 2004
- ------------------------------------
Daniel A. Fronk
27
Signature Title Date
- --------- ----- ----
* Director July 14, 2004
- ------------------------------------
Michael J. Gasser
* Director July 14, 2004
- ------------------------------------
E.W. (Bill) Ingram III
* Director July 14, 2004
- ------------------------------------
Cheryl L. Krueger
* Director July 14, 2004
- ------------------------------------
G. Robert Lucas
* Director July 14, 2004
- ------------------------------------
Robert E.H. Rabold
/s/ Donald J. Radkoski Chief Financial Officer,
- ------------------------------------ Treasurer and Secretary July 14, 2004
Donald J. Radkoski (Chief Accounting Officer)
* By Donald J. Radkoski pursuant to Powers of Attorney executed by the directors
and executive officers listed above, which Powers of Attorney have been filed
with the Securities and Exchange Commission.
/s/ Donald J. Radkoski
- -------------------------
Donald J. Radkoski
Chief Financial Officer,
Treasurer and Secretary
28
BOB EVANS FARMS, INC.
ANNUAL REPORT ON FORM 10-K
FOR FISCAL YEAR ENDED APRIL 30, 2004
INDEX TO FINANCIAL STATEMENTS
Page(s) in 2004
Annual Report to
Description Stockholders
----------- ------------
Consolidated Balance Sheets at April 30, 2004, and April 25, 2003 ........................ 20
Consolidated Statements of Income for the fiscal years ended April 30, 2004; April 25,
2003; and April 26, 2002 .......................................................... 21
Consolidated Statements of Stockholders' Equity for the fiscal years ended
April 30, 2004; April 25, 2003; and April 26, 2002 ................................ 22
Consolidated Statements of Cash Flows for the fiscal years ended April 30, 2004; April 25,
2003; and April 26, 2002 .......................................................... 23
Notes to Consolidated Financial Statements ............................................... 24 - 31
Report of Ernst & Young LLP, Independent Auditors ........................................ 32
29
BOB EVANS FARMS, INC.
ANNUAL REPORT ON FORM 10-K
FOR FISCAL YEAR ENDED APRIL 30, 2004
INDEX TO EXHIBITS
Exhibit
Number Description Location
- ------ ----------- --------
2 Stock Purchase Agreement, dated as of Incorporated herein by reference to
June 11, 2004, among SWH Corporation, Exhibit 2 to Bob Evans Farms, Inc.'s
the Equity Holders of SWH Corporation, Current Report on Form 8-K dated July
Saunders Karp & Megrue LLC, as 12, 2004.
representative for the sellers, and (File No. 0-1667)
Bob Evans Farms, Inc.
3(a) Certificate of Incorporation of the Incorporated herein by reference to
company (filed with the Delaware Exhibit 3(a) to Bob Evans Farms, Inc.'s
Secretary of State on Nov. 4, 1985) Annual Report on Form 10-K for its
fiscal year ended April 24, 1987.
(File No. 0-1667)
3(b) Certificate of Amendment of Incorporated herein by reference to
Certificate of Incorporation of the Exhibit 3(b) to Bob Evans Farms, Inc.'s
company dated Aug. 26, 1987 (filed Annual Report on Form 10-K for its
with the Delaware Secretary of State fiscal year ended April 28, 1989.
on Sept. 4, 1987) (File No. 0-1667)
3(c) Certificate of Adoption of Amendment Incorporated herein by reference to
to Certificate of Incorporation of Exhibit 3(c) to Bob Evans Farms, Inc.'s
the company dated Aug. 9, 1993 (filed Annual Report on Form 10-K for its
with the Delaware Secretary of State fiscal year ended April 29, 1994.
on Aug. 10, 1993) (File No. 0-1667)
3(d) Restated Certificate of Incorporation Incorporated herein by reference to
of company reflecting amendments Exhibit 3(d) to Bob Evans Farms, Inc.'s
through Aug. 10, 1993. Note: filed Annual Report on Form 10-K for its
for purposes of SEC reporting fiscal year ended April 29, 1994.
compliance only - this document has (File No. 0-1667)
not been filed with the Delaware
Secretary of State
3(e) Amended and Restated By-Laws of the Incorporated herein by reference to
company Exhibit 3(e) to Bob Evans Farms, Inc.'s
Annual Report on Form 10-K for its
fiscal year ended April 28, 2000.
(File No. 0-1667)
4(a) Agreement to furnish instruments Incorporated herein by reference to
defining rights of holders of Exhibit 4 to Bob Evans Farms, Inc.'s
long-term debt Annual Report on Form 10-K for its
fiscal year ended April 27, 2001.
(File No. 0-1667)
30
Exhibit
Number Description Location
- ------ ----------- --------
4(b) Loan Agreement, dated July 7, 2004, Incorporated herein by reference to
between BEF Holding Co., Inc. and Exhibit 4(a) to Bob Evans Farms, Inc.'s
National City Bank Current Report on Form 8-K dated July
12, 2004.
(File No. 0-1667)
4(c) Guaranty of Payment, dated as of July Incorporated herein by reference to
7, 2004, made by Bob Evans Farms, Exhibit 4(b) to Bob Evans Farms, Inc.'s
Inc. and Mimi's Cafe, LLC, in favor Current Report on Form 8-K dated July
of National City Bank 12, 2004.
(File No. 0-1667)
4(d) Promissory Note, dated as of July 7, Incorporated herein by reference to
2004, in the aggregate principal Exhibit 4(c) to Bob Evans Farms, Inc.'s
amount of $200,000,000, made by BEF Current Report on Form 8-K dated July
Holding Co., Inc. in favor of 12, 2004.
National City Bank (File No. 0-1667)
10(a) Change in Control Agreement, Incorporated herein by reference to
effective May 1, 2002, between Exhibit 10(a) of Bob Evans Farms,
Stewart K. Owens and Bob Evans Farms, Inc.'s Annual Report on Form 10-K for
Inc. its fiscal year ended April 26, 2002.
(File No. 0-1667)
10(b) Change in Control Agreement, Incorporated herein by reference to
effective May 1, 2002, between Donald Exhibit 10(b) of Bob Evans Farms,
J. Radkoski and Bob Evans Farms, Inc. Inc.'s Annual Report on Form 10-K for
its fiscal year ended April 26, 2002.
(File No. 0-1667)
10(c) Schedule A to Exhibit 10(b) Incorporated by reference to Exhibit
identifying other substantially 10(c) of Bob Evans Farms, Inc.'s Annual
identical agreements between Bob Report on Form 10-K for its fiscal year
Evans Farms, Inc. and certain ended April 25, 2003. (File No. 0-1667)
executive officers of Bob Evans
Farms, Inc.
10(d) Bob Evans Farms, Inc. 1989 Stock Incorporated herein by reference to
Option Plan for Nonemployee Directors Exhibit 4(d) to Bob Evans Farms, Inc.'s
Registration Statement on Form S-8,
filed Aug. 23, 1989.
(Registration No. 33-30665)
10(e) Bob Evans Farms, Inc. 1991 Incentive Incorporated herein by reference to
Stock Option Plan Exhibit 4(d) to Bob Evans Farms, Inc.'s
Registration Statement on Form S-8,
filed Sept. 13, 1991.
(Registration No. 33-42778)
10(f) Bob Evans Farms, Inc. 1992 Incorporated herein by reference to
Nonqualified Stock Option Plan Exhibit 10(j) to Bob Evans Farms,
(effective for options granted prior Inc.'s Annual Report on Form 10-K for
to May 1, 2002) its fiscal year ended April 24, 1992.
(File No. 0-1667)
31
Exhibit
Number Description Location
- ------ ----------- --------
10(g) Bob Evans Farms, Inc. Long Term Incorporated herein by reference to
Incentive Plan for Managers Exhibit 10(k) to Bob Evans Farms,
(effective for performance awards Inc.'s Annual Report on Form 10-K for
granted prior to May 1, 2002) its fiscal year ended April 30, 1993.
(File No. 0-1667)
10(h) Bob Evans Farms, Inc. 1994 Long Term Incorporated herein by reference to
Incentive Plan (effective for options Exhibit 10(n) to Bob Evans Farms,
and other awards granted prior to May Inc.'s Annual Report on Form 10-K for
1, 2002) its fiscal year ended April 29, 1994.
(File No. 0-1667)
10(i) Bob Evans Farms, Inc. 1998 Incorporated herein by reference to
Supplemental Executive Retirement Exhibit 10(l) to Bob Evans Farms,
Plan (effective for awards granted Inc.'s Annual Report on Form 10-K for
prior to May 1, 2002) its fiscal year ended April 24, 1998.
(File No. 0-1667)
10(j) Bob Evans Farms, Inc. 1998 Directors Incorporated herein by reference to
Compensation Plan (effective May 1, Exhibit 10(m) to Bob Evans Farms,
1998, through May 6, 2002) Inc.'s Annual Report on Form 10-K for
its fiscal year ended April 24, 1998.
(File No. 0-1667)
10(k) Bob Evans Farms, Inc. 1998 Stock Incorporated herein by reference to
Option and Incentive Plan (effective Exhibit 4(f) to Bob Evans Farms, Inc.'s
for options and other awards granted Registration Statement on Form S-8
prior to May 1, 2002) filed March 22, 1999. (Registration
No. 333-74829)
10(l) Bob Evans Farms, Inc. Dividend Incorporated herein by reference to Bob
Reinvestment and Stock Purchase Plan Evans Farms, Inc.'s Registration
Statement on Form S-3 filed March 19,
1999. (Registration No. 333-74739)
10(m) Bob Evans Farms, Inc. and Affiliates Incorporated herein by reference to
Executive Deferral Program Exhibit 10(k) to Bob Evans Farms,
(effective, as amended, through April Inc.'s Annual Report on Form 10-K for
30, 2002) its fiscal year ended April 27, 2001.
(File No. 0-1667)
10(n) First Amendment to Bob Evans Farms, Incorporated herein by reference to
Inc. and Affiliates Executive Exhibit 10(l) to Bob Evans Farms,
Deferral Program Inc.'s Annual Report on Form 10-K for
its fiscal year ended April 27, 2001.
(File No. 0-1667)
32
Exhibit
Number Description Location
- ------ ----------- --------
10(o) Bob Evans Farms, Inc. First Amended Incorporated herein by reference to
and Restated 1992 Nonqualified Stock Exhibit 10(o) of Bob Evans Farms,
Option Plan (effective for options Inc.'s Annual Report on Form 10-K for
granted after May 1, 2002) its fiscal year ended April 26, 2002.
(File No. 0-1667)
10(p) Bob Evans Farms, Inc. First Amended Incorporated herein by reference to
and Restated 1993 Long Term Incentive Exhibit 10(p) of Bob Evans Farms,
Plan for Managers (effective for Inc.'s Annual Report on Form 10-K for
performance awards granted after May its fiscal year ended April 26, 2002.
1, 2002) (File No. 0-1667)
10(q) Bob Evans Farms, Inc. First Amended Incorporated herein by reference to
and Restated 1994 Long Term Incentive Exhibit 10(q) of Bob Evans Farms,
Plan (effective for options and other Inc.'s Annual Report on Form 10-K for
awards granted after May 1, 2002) its fiscal year ended April 26, 2002.
(File No. 0-1667)
10(r) Bob Evans Farms, Inc. and Affiliates Incorporated herein by reference to
2003 Second Amended and Restated Exhibit 10(r) of Bob Evans Farms,
Supplemental Executive Retirement Plan Inc.'s Annual Report on Form 10-K for
(effective for awards granted after May its fiscal year ended April 26, 2002.
1, 2002) (File No. 0-1667)
10(s) Bob Evans Farms, Inc. First Amended Incorporated herein by reference to
and Restated 1998 Stock Option and Exhibit 10(s) of Bob Evans Farms,
Incentive Plan (effective for options Inc.'s Annual Report on Form 10-K for
and other awards granted after May 1, its fiscal year ended April 26, 2002.
2002) (File No. 0-1667)
10(t) Bob Evans Farms, Inc. and Affiliates Incorporated herein by reference to
Second Amended and Restated Executive Exhibit 10(t) of Bob Evans Farms,
Deferral Program (effective May 1, 2002) Inc.'s Annual Report on Form 10-K for
its fiscal year ended April 26, 2002.
(File No. 0-1667)
10(u) Bob Evans Farms, Inc. Compensation Incorporated herein by reference to
Program for Directors (effective May Exhibit 10(u) of Bob Evans Farms,
7, 2002, through May 4, 2003) Inc.'s Annual Report on Form 10-K for
its fiscal year ended April 26, 2002.
(File No. 0-1667)
10(v) Bob Evans Farms, Inc. Compensation Incorporated herein by reference to
Program for Directors (effective May 5, Exhibit 10(v) of Bob Evans Farms,
2003 through May 10, 2004) Inc.'s Annual Report on Form 10-K for
its fiscal year ended April 25, 2003.
(File No. 0-1667)
10(w) Bob Evans Farms, Inc.'s Compensation Attached hereto.
Program for Directors (effective May
11, 2004)
10(x) Bob Evans Farms, Inc. 2002 Incentive Incorporated herein by reference to
Growth Plan (effective Sept. 9, 2002) Exhibit 10(w) of Bob Evans Farms,
Inc.'s Annual Report on Form 10-K for
its fiscal year ended April 25, 2003.
(File No. 0-1667)
33
Exhibit
Number Description Location
- ------ ----------- --------
10(y) Employment Agreement, dated as of July Attached hereto.
7, 2004, by and between SWH Corporation
and Russell W. Bendel
10(z) Escrow Agreement, dated as of July 7, Incorporated herein by reference to
2004, among Saunders Karp & Megrue LLC, Exhibit 10 to Bob Evans Farms, Inc.'s
Bob Evans Farms, Inc., Mimi's Cafe, LLC Current Report on Form 8-K dated July
and U.S. Bank National Association, as 12, 2004.
Escrow Agent (File No. 0-1667)
13 Company's Annual Report to Stockholders Attached hereto.
for the fiscal year ended April 30,
2004 (Not deemed filed except for
portions thereof which are specifically
incorporated by reference into this
Annual Report on Form 10-K)
21 Subsidiaries of Bob Evans Farms, Inc. Attached hereto.
23 Consent of Ernst & Young, LLP Attached hereto.
24 Powers of Attorney of Directors and Attached hereto.
Executive Officers
31(a) Rule 13a-14(a)/15d-14(a) Attached hereto.
Certification (Principal Executive
Officer)
31(b) Rule 13a-14(a)/15d-14(a) Attached hereto.
Certification (Principal Financial
Officer)
32(a) Section 1350 Certification (Principal Attached hereto.
Executive Officer)
32(b) Section 1350 Certification (Principal Attached hereto.
Financial Officer)
34