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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

 

FORM 10-Q/A

 

 

Amendment No. 2

(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 26, 2012

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission file number 0-1667

 

 

Bob Evans Farms, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   31-4421866

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

3776 South High Street, Columbus, Ohio 43207

(Address of principal executive offices)

(Zip Code)

(614) 491-2225

(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 has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large Accelerated Filer   x    Accelerated Filer   ¨
Non-Accelerated Filer   ¨  (Do not check if a smaller reporting company)    Smaller Reporting Company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of November 15, 2012, the registrant had 28,100,044 common shares outstanding.

 

 

 


Explanatory Note

This Amendment No. 2 on Form 10-Q/A (this “Amendment”) is being filed to amend certain financial information included in “Part 1 – Financial Information, Item 1. Financial Statements” (“Part 1”) in “Note 2. Acquisition” (“Note 2”) and in “Note 3. Held for Sale,” (“Note 3”), of the Quarterly Report on Form 10-Q for the quarter ended October 26, 2012, originally filed with the Securities and Exchange Commission on November 30, 2012 (“Original Report”). We are amending Note 2 by deleting the reference to our utilization of a third party in our evaluation process of our acquisition of the Kettle Creations Brand®. We are amending Note 3 by deleting our reference to our utilization of a third party to help us to evaluate our strategic alternatives for our held for sale business segment.

On March 27, 2013, we filed Form 10-Q/A Amendment No. 1 (“Amendment No. 1”) to amend the aforementioned items. However at that time we did not include Part 1, in its entirety. This Amendment will include all of Part 1 with the noted changes, the “Index to Exhibits” disclosing the filing of the required certifications, as well as such certifications.

Except for the two items described above, no other information in the Original Report or in Amendment No. 1 has been amended. Further, we have not updated any other information in the disclosures in this Amendment to reflect any event subsequent to the Company’s filing of the Original Report.

 

-2-


BOB EVANS FARMS, INC.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

 

     Dollars in thousands  
     Unaudited
Oct. 26, 2012
    April 27, 2012  

Assets

    

Current Assets

    

Cash and equivalents

   $ 4,820     $ 35,946  

Accounts receivable, net

     40,087       29,850  

Inventories

     26,172       23,388  

Deferred income taxes

     11,738       11,738  

Federal and state income taxes

     10,248       —     

Prepaid expenses

     5,654       2,725  
  

 

 

   

 

 

 

Total Current Assets

     98,719       103,647  

Property, Plant and Equipment

     1,761,702       1,706,466  

Less accumulated depreciation

     851,950       823,171  
  

 

 

   

 

 

 

Net Property, Plant and Equipment

     909,752       883,295  

Other Assets

    

Deposits and other

     11,018       9,259  

Long-term investments

     28,649       28,132  

Goodwill

     19,809       1,567  

Other intangible assets

     43,543       39,877  
  

 

 

   

 

 

 

Total Other Assets

     103,019       78,835  
  

 

 

   

 

 

 
   $ 1,111,490     $ 1,065,777  
  

 

 

   

 

 

 

Liabilities and Stockholders’ Equity

    

Current Liabilities

    

Line of credit

   $ 99,759     $ —     

Current maturities of long-term debt

     48,571       38,571  

Accounts payable

     23,984       26,085  

Federal and state income taxes

     —          12,469  

Accrued non-income taxes

     24,281       21,251  

Accrued wages and related liabilities

     26,122       33,505  

Self-insurance

     25,383       26,079  

Deferred revenue

     13,435       15,476  

Other accrued expenses

     34,549       21,453  
  

 

 

   

 

 

 

Total Current Liabilities

     296,084       194,889  

Long-Term Liabilities

    

Deferred compensation

     31,491       30,688  

Federal and state income taxes

     11,649       9,633  

Deferred income taxes

     51,739       51,739  

Deferred rent and other

     26,732       25,097  

Long-term debt

     49,380       97,145  
  

 

 

   

 

 

 

Total Long-Term Liabilities

     170,991       214,302  

Stockholders’ Equity

    

Common stock, $.01 par value; authorized 100,000,000 shares; issued 42,638,118 shares at Oct. 26, 2012, and April 27, 2012

     426       426  

Capital in excess of par value

     206,440       202,365  

Retained earnings

     873,688       863,149  

Treasury stock, 14,537,773 shares at Oct. 26, 2012, and 14,027,663 shares at April 27, 2012, at cost

     (436,139     (409,354
  

 

 

   

 

 

 

Total Stockholders’ Equity

     644,415       656,586  
  

 

 

   

 

 

 
   $ 1,111,490     $ 1,065,777  
  

 

 

   

 

 

 

The accompanying notes are an integral part of the financial statements.

 

-3-


CONSOLIDATED STATEMENTS OF INCOME

UNAUDITED

 

     (Dollars in thousands, except per share amounts)  
     Three Months Ended      Six Months Ended  
     Oct. 26, 2012      Oct. 28, 2011      Oct. 26, 2012      Oct. 28, 2011  

Net Sales

   $ 410,877      $ 407,185      $ 820,592      $ 812,546  

Cost of sales

     119,292        125,842        240,076        246,929  

Operating wage and fringe benefit expenses

     133,606        132,424        266,319        265,847  

Other operating expenses

     73,711        69,185        145,218        136,436  

Selling, general and administrative expenses

     45,539        38,165        83,975        73,891  

Depreciation and amortization expense

     21,972        20,239        42,983        40,618  
  

 

 

    

 

 

    

 

 

    

 

 

 

Operating Income

     16,757        21,330        42,021        48,825  

Net interest expense

     1,473        1,985        3,529        4,096  
  

 

 

    

 

 

    

 

 

    

 

 

 

Income Before Income Taxes

     15,284        19,345        38,492        44,729  

Provision for income taxes

     4,942        6,598        13,142        14,170  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net Income

   $ 10,342      $ 12,747      $ 25,350      $ 30,559  
  

 

 

    

 

 

    

 

 

    

 

 

 

Earnings Per Share – Basic

   $ 0.36      $ 0.42      $ 0.90      $ 1.01   
  

 

 

    

 

 

    

 

 

    

 

 

 

Earnings Per Share – Diluted

   $ 0.36      $ 0.42      $ 0.89      $ 1.01   
  

 

 

    

 

 

    

 

 

    

 

 

 

Cash Dividends Paid Per Share

   $ 0.28      $ 0.25      $ 0.53      $ 0.45  
  

 

 

    

 

 

    

 

 

    

 

 

 

The accompanying notes are an integral part of the financial statements.

 

-4-


CONSOLIDATED STATEMENTS OF CASH FLOWS

UNAUDITED

 

     (Dollars in thousands)
Six Months Ended
 
     Oct. 26, 2012     Oct. 28, 2011  

Operating activities:

    

Net income

   $ 25,350     $ 30,559  

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation and amortization

     42,983       40,618  

Loss on disposal/impairment of assets

     1,099       1,185  

(Gain) loss on long-term investments

     (202     2,988  

Deferred compensation

     803       (1,808

Compensation expense attributable to stock plans

     3,541       2,716  

Deferred rent

     1,286       (17

Changes in current assets and current liabilities:

    

Accounts receivable

     (9,355     (2,457

Inventories

     (1,596     (2,361

Prepaid expenses

     (2,915     (1,807

Accounts payable

     (2,276     3,551  

Federal and state income taxes

     (20,701     (15,643

Accrued wages and related liabilities

     (7,393     (7,229

Self-insurance

     (696     1,144  

Accrued non-income taxes

     3,030       (328

Deferred revenue

     (2,041     (3,283

Other accrued expenses

     12,184       930  
  

 

 

   

 

 

 

Net cash provided by operating activities

     43,101       48,758  

Investing activities:

    

Purchase of property, plant and equipment

     (49,175     (28,970

Acquisition of business

     (53,208     —     

Proceeds from sale of property, plant and equipment

     9,104       16,238  

Purchase of long-term investments

     (315     (469

Deposits and other

     (1,759     (5,666
  

 

 

   

 

 

 

Net cash used in investing activities

     (95,353     (18,867

Financing activities:

    

Cash dividends paid

     (14,810     (13,617

Net increase in credit facility

     99,759       —     

Proceeds from debt

     1,000       —     

Principal payments on long-term debt

     (38,571     (13,571

Purchase of treasury stock

     (28,010     (28,242

Proceeds from issuance of stock awards and treasury stock

     3,438       6,862  

Cash paid for shares net settled

     (1,913     (1,225

Excess tax benefits from stock-based compensation

     233       403  
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     21,126       (49,390

Decrease in cash and equivalents

     (31,126     (19,499
  

 

 

   

 

 

 

Cash and equivalents at the beginning of the period

     35,946       57,730  
  

 

 

   

 

 

 

Cash and equivalents at the end of the period

   $ 4,820     $ 38,231  
  

 

 

   

 

 

 

The accompanying notes are an integral part of the financial statements.

 

-5-


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

1. Summary of Significant Accounting Policies

Unaudited Consolidated Financial Statements: The accompanying unaudited consolidated financial statements of Bob Evans Farms, Inc. (“Bob Evans”) and its subsidiaries (collectively, Bob Evans and its subsidiaries are referred to as the “Company,” “we,” “us” and “our”) 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 our Form 10-K filing. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of our financial position and results of operations have been included. The consolidated financial statements are not necessarily indicative of the results of operations for a full fiscal year. Except as described in this Form 10-Q, no significant changes have occurred in the financial disclosures made in our Form 10-K for the fiscal year ended April 27, 2012 (refer to the Form 10-K for a summary of significant accounting policies followed in the preparation of the consolidated financial statements). Throughout the Unaudited Consolidated Financial Statements and Notes to the Consolidated Financial Statements, dollars are in thousands, except per share amounts.

Property, Plant and Equipment: We evaluate property, plant and equipment held and used in the business for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. Impairment is determined by comparing the estimated fair value for the asset group to the carrying amount of its assets. If impairment exists, the amount of impairment is measured as the excess of the carrying amount over the estimated fair value of the assets. The estimated fair value is determined based on independent appraisals, which we deem to be Level 3 inputs under the Fair Value Measurements and Disclosures Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820.

During the second quarter of fiscal 2013, we recorded a pretax fixed asset impairment charge in the Bob Evans Restaurants segment for $1,227 related to impairment of nonoperating restaurant property, plant and equipment. In the second quarter of fiscal 2012, we recorded a pretax fixed asset impairment charges totaling $2,806 in the Bob Evans Restaurants segment, which included $600 related to one underperforming location and $2,206 related to impairment of nonoperating restaurant property, plant and equipment. In the second quarter of fiscal 2012, we also recorded impairment charges of $87 in BEF Foods.

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 was reported net income. The denominator was based on the weighted-average number of common shares outstanding. See Note 4.

Stock-Based Compensation: We account for stock-based compensation in accordance with the Compensation-Stock Compensation Topic of the FASB ASC 718. Accordingly, stock-based compensation awards are measured on the fair value of the award on the grant date and are recognized over the vesting period of the award on a straight-line basis.

Industry Segments: We have three reportable segments: Bob Evans Restaurants, Mimi’s Café and BEF Foods. See Note 6 for detailed segment information.

Long-term Investments: Long-term investments include assets held under certain deferred compensation arrangements, which represent the cash surrender value of company-owned life insurance policies and investments in income tax credit limited partnerships. An offsetting liability for the amount of the cash surrender value of company-owned life insurance is included in the deferred compensation liability amount on the Consolidated Balance Sheets.

Financial Instruments: The fair value of our financial instruments (other than long-term debt) approximated their carrying value at October 26, 2012. We estimated the fair value of our long-term debt based on the current interest rates offered for debt of the same maturities. We do not use derivative financial instruments for speculative purposes. See Note 10.

 

-6-


Commitments and Contingencies: We rent certain restaurant facilities under operating leases having initial terms that primarily expire approximately 20 years from inception. The leases typically contain renewal clauses of five to 30 years exercisable at our option. Certain of these leases require the payment of contingent rentals based on a percentage of gross revenues, as defined by the terms of the applicable lease agreement. Most of the leases also contain either fixed or inflation-adjusted escalation clauses.

We are self-insured for most casualty losses and employee health-care claims up to certain stop-loss limits per claim. We have accounted for liabilities of casualty losses, including both reported claims and incurred but not reported claims, based on information provided by independent actuaries. We have accounted for our employee health-care claims liability through a review of incurred and paid claims history. We do not believe that our calculation of casualty losses and employee health-care claims liabilities would change materially under different conditions and/or different methods. However, due to the inherent volatility of actuarially determined casualty losses and employee health-care claims, it is reasonably possible that we could experience changes in estimated losses, which could be material to quarterly net income.

2. Acquisition

On August 14, 2012, BEF Foods, Inc., a subsidiary of the Company, acquired from Kettle Creations, LLC, the Kettle Creations® brand (“Kettle”) and a 100,000 square-foot, state-of-the-art food production facility that produces mashed potatoes, macaroni and cheese, and other side dishes. The purchase price for the brand and facilities was $53,208 in cash. The production facility is included in the BEF Foods segment. The acquisition of Kettle and the food production facility enables us to expand our rapidly growing side dish category. The preliminary purchase price allocation of goodwill and other intangibles of $18,242 and $4,132, respectively, from the acquisition were attributed largely to the planned extension of existing manufacturing capabilities at Kettle beyond its strength in potato products, to other side dishes. We expect to shorten the product innovation and development pipeline by our acquisition of Kettle. The side dish category is a high net sales growth opportunity for BEF Foods. Goodwill will be deductible for income tax purposes. Of the $4,132 of acquired intangible assets, $3,027 was provisionally assigned to registered trade names and workforce that are not subject to amortization and $1,105 was provisionally assigned to definite-lived noncompetition agreements

The Company recognized $910 and $1,327 of acquisition-related expenses as of the three months ended and six months ended October 26, 2012, respectively. These costs are included in S,G&A in the consolidated statement of income. In addition to acquisition costs, a total retention incentive of $5,243 was established to incent Kettle employees to meet service requirements during the acquisition period and for three consecutive periods thereafter. At August 14, 2012, $1,499 was the first retention incentive payment made to Kettle employees who met the acquisition service requirement, with $3,744 payable remaining to Kettle employees who meet the service requirement at the anniversary of the acquisition date for three consecutive years thereafter. As these costs are expensed over the period earned, they will be included in S,G&A in the consolidated statement of income.

 

-7-


The following table summarizes the consideration paid for Kettle and a 100,000 square-foot, state-of-the-art food production facility located in Lima, Ohio, and the amounts of assets and liabilities recognized at the acquisition date. The values of assets and liabilities acquired are subject to change, pending the final valuation for these assets and based on a final working capital adjustment.

 

     August 14, 2012  

Total cash consideration transferred

   $ 53,208  
  

 

 

 

Identifiable Assets Acquired and Liabilities Assumed:

  

Accounts receivable

   $ 883  

Inventory

     1,188  

Prepaid expenses

     13  

Property, plant and equipment

     28,953  

Intangible assets

     4,132  
  

 

 

 

Total identifiable assets acquired

     35,169  

Total current liabilities

     (203
  

 

 

 

Total liabilities assumed

     (203
  

 

 

 

Net identifiable assets acquired

     34,966  

Goodwill

     18,242  
  

 

 

 

Net assets acquired

   $ 53,208  
  

 

 

 

The tables below summarize the change in goodwill and intangible assets as a result of the acquisition:

 

April 27, 2012, carrying amount

   $ 1,567       

Goodwill acquired

     18,242       
  

 

 

     

October 26, 2012, carrying amount

   $ 19,809       
  

 

 

     
     Mimi’s Café     BEF Foods     Total  

April 27, 2012, net carrying amount intangible assets

   $ 39,877      $ —        $ 39,877  

Other intangible assets acquired

     —          4,132       4,132  

Accumulated amortization

     (410     (56     (466
  

 

 

   

 

 

   

 

 

 

October 26, 2012, net carrying amount intangible assets

   $ 39,467      $ 4,076     $ 43,543  
  

 

 

   

 

 

   

 

 

 

3. Held for Sale

On November 19, 2012, the Company announced that, consistent with its commitment to enhance value for all of its shareholders, the Company is exploring a range of strategic alternatives for its Mimi’s Café business segment, including but not limited to a potential sale of the business or its assets. As a result, subsequent to the second quarter, fiscal 2013, Mimi’s Café has met all of the criteria set forth in ASC 360 to be classified as held for sale. The applicable criteria include the following: management has committed to a plan to sell the assets; the assets are available for immediate sale; an active program to locate a buyer and other actions required to complete the plan to sell the assets have been initiated, the sale of the assets is probable and the transfer of the assets is expected to qualify as a complete sale within one year; the assets are being actively marketed for sale at a price that is reasonable in relation to its current fair value; and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

The total carrying value of Mimi’s Café assets as of October 26, 2012 was $38,509.

 

-8-


The following table presents the financial classification of assets and liabilities of Mimi’s Café that will be reflected as held for sale in future consolidated financial statements:

 

     Dollars in thousands  
     Unaudited
Oct. 26, 2012
    April 27, 2012  

Assets

    

Current Assets

    

Cash and equivalents

   $ 1,995     $ 3,100  

Accounts receivable

     2,017       2,709  

Inventories

     2,342       3,891  

Prepaid expenses

     548       385  
  

 

 

   

 

 

 

Total Current Assets

     6,902       10,085  

Net property, plant and equipment

     151,260       160,391  

Net intercompany

     (161,492     (164,777

Other assets

     2,372       2,402  

Other intangible assets, net

     39,467        39,877   
  

 

 

   

 

 

 

Total Noncurrent Assets

     31,607        37,893   
  

 

 

   

 

 

 

Total Assets

   $ 38,509     $ 47,978  
  

 

 

   

 

 

 

Current Liabilities

    

Accounts payable and accrued expenses

   $ 15,544     $ 15,613  

Deferred revenue

     2,835       3,151  

Other accrued expenses

     4,829       3,241  
  

 

 

   

 

 

 

Total Current Liabilities

     23,208       22,005  

Deferred rent and other

     23,701       22,809  
  

 

 

   

 

 

 

Total Long-Term Liabilities

     23,701        22,809   
  

 

 

   

 

 

 

Total Liabilities

   $ 46,909     $ 44,814  
  

 

 

   

 

 

 

4. Earnings Per Share

The denominator in the earnings per share calculation, as described more fully in Note 1, was based on the following weighted-average number of common shares outstanding:

 

     (in thousands)  
     Three Months Ended      Six Months Ended  
     Oct. 26, 2012      Oct. 28, 2011      Oct. 26, 2012      Oct. 28, 2011  

Basic

     28,398        30,090        28,307        30,204  

Effect of dilutive stock options

     138        51        142        86  
  

 

 

    

 

 

    

 

 

    

 

 

 

Diluted

     28,536        30,141        28,449        30,290  
  

 

 

    

 

 

    

 

 

    

 

 

 

5. Stock-Based Compensation

Stock-based compensation expense of $2,117 and $1,351 for the second quarters of fiscal 2013 and 2012, respectively, and $3,616 and $2,717 for the first six months of fiscal 2013 and 2012, respectively, is included in the Consolidated Statements of Income. The increase in stock-based compensation expense is due to higher level of achievement in performance based goals and the additional vesting of awards based upon the change in fiscal 2012, whereby at retirement, stock grants will continue to vest on their original vesting schedule. See Note 1.

 

-9-


6. Industry Segments

Information on our operating segments is summarized as follows:

 

     (in thousands)  
     Three Months Ended     Six Months Ended  
     Oct. 26, 2012     Oct. 28, 2011     Oct. 26, 2012     Oct. 28, 2011  

Sales:

        

Bob Evans Restaurants

   $ 246,302     $ 242,803     $ 494,268     $ 486,589  

Mimi’s Café

     81,322       86,070       167,596       175,437  

BEF Foods

     91,142       81,995       173,814       157,421  
  

 

 

   

 

 

   

 

 

   

 

 

 
     418,766       410,868       835,678       819,447  

Intersegment sales of BEF Foods

     (7,889     (3,683     (15,086     (6,901
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 410,877     $ 407,185     $ 820,592     $ 812,546  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income (loss):

        

Bob Evans Restaurants

   $ 19,781     $ 21,031     $ 37,811     $ 43,976  

Mimi’s Café

     (7,507     (3,673     (8,356     (4,766

BEF Foods

     4,483       3,972       12,566       9,615  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 16,757     $ 21,330     $ 42,021     $ 48,825  
  

 

 

   

 

 

   

 

 

   

 

 

 

7. Taxes

The combined federal and state income tax rates were 32.3% in the second quarter of fiscal 2013 versus 34.1% in the corresponding period a year ago. The lower tax rate for the second quarter of fiscal 2013 resulted from favorable tax settlements with certain taxing authorities.

Our effective income tax rate is evaluated each quarter. The effective income tax rate for the quarter may or may not represent the expected annual effective tax rate for the entire fiscal year and includes the impact of discrete items for the quarter. We expect the annual effective tax rate for fiscal 2013 to be in a range of 33.5% to 34.5%.

8. Debt

In the third quarter of fiscal 2012, we obtained a $300,000 variable-rate revolving credit facility (“credit facility”), of which $12,849 is reserved for certain stand-by letters of credit. The credit facility is intended to provide us with liquidity options and to support our primary growth and return initiatives. The credit facility extends over a period of five years and requires us to pay interest on outstanding borrowings at a rate based on London Interbank Offered Rate (“ LIBOR”) or the Base Rate plus a margin based on our leverage ratio, ranging from 0.75% to 2.00% per annum for LIBOR, and ranging from 0.00% to 1.00% per annum for the Base Rate. The Base Rate is the highest of (i) the Administrative Agent’s prime rate (ii) the Federal Funds open rate plus 0.50% or (iii) the Daily LIBOR Rate plus 1.00%. We are also required to pay a commitment fee of 0.150% per annum to 0.275% per annum, based on our leverage ratio, on the average unused portion of the total lender commitments then in effect. Our effective interest rate for the credit facility is 1.2% for both the three and six months ended October 26, 2012. We incurred financing costs of $1,000, which are being amortized over five years.

As of October 26, 2012, we had $99,759 outstanding on the credit facility. The funds were borrowed to pay cash consideration for the Kettle acquisition, pay down the current portion of our private placement debt and to fund our Farm Fresh Refresh remodeling initiative, other capital investments, dividends and our buyback of shares. Our interest expense on variable rate debt may increase in future periods as the credit facility funding source is utilized.

On August 28, 2012 we obtained an interest-free loan of $1,000, due ten years from the date of borrowing, with no prepayment penalty. We have imputed interest based on our current borrowing rate. The loan is intended to assist with the construction costs of the new corporate building.

 

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9. Restructuring and Severance Charges

We recorded pretax restructuring and severance charges totaling $3,817 and $5,946, for the three months and six months ended October 26, 2012 respectively (reflected in S,G&A expenses), related to organizational realignments and closures of production facilities.

As of October 26, 2012, Bob Evans Restaurants and Mimi’s Café completed an organizational realignment. Bob Evans Restaurants incurred for the three months and six months ended October 26, 2012, severance expense of $13 and $797, respectively. Mimi’s Café incurred for the three months and six months ended October 26, 2012, restructuring expense of $619 and $1,204, respectively. As of October 26, 2012, the realignment was complete and all payments had been made.

In May 2012 we announced our intention to close our food production plants in Springfield, Ohio and Bidwell, Ohio, part of BEF Foods. The decision to close the food production facilities was due to excess capacity and production costs. These production facilities will be consolidated at our food production facility in Sulphur Springs, Texas. BEF Foods incurred for the three and six months ended October 26, 2012, severance and restructuring expense of $3,185 and $3,945, respectively. As of October 26, 2012, $2,408 was paid by BEF Foods and we anticipate that we will incur an additional $6,509 in severance and restructuring costs.

As of the three months and six months ended October 28, 2011, we recorded and paid, pretax restructuring and severance charges totaling $287 (reflected in S,G&A expenses). This severance was recorded within the Mimi’s Café segment.

The components of restructuring and severance charges are summarized below by, operating segment:

 

     Bob Evans
Restaurants
    Mimi’s Café     BEF Foods     Total  

Balance, April 27, 2012

   $ —        $ —        $ —        $ —     

Additional restructuring charges incurred

     797       1,204        3,945       5,946  

Amounts paid during the period

     (797     (1,204     (2,408     (4,409
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance, October 26, 2012

   $ —        $ —        $ 1,537     $ 1,537  
  

 

 

   

 

 

   

 

 

   

 

 

 

The restructuring and severance liability is included in other accrued expenses in the accompanying consolidated balance sheet at October 26, 2012.

10. Fair Value Measurements

At October 26, 2012, the estimated fair value of our total debt approximated $101,720 compared to a carrying amount of $97,145.

Financial assets and liabilities, held under certain deferred compensation arrangements, are measured at fair value on a recurring basis, using quoted prices in active markets, defined as level 1.

In addition to the financial assets and liabilities that are measured at fair value on a recurring basis, we measure certain assets and liabilities at fair value on a nonrecurring basis. During the second quarter of fiscal 2013 we recorded a pretax fixed asset impairment charge in the Bob Evans Restaurants segment for $1,227 related to impairment of nonoperating restaurant property, plant and equipment.

During the second quarter of fiscal 2013 we recorded a pretax fixed asset impairment charge in the Bob Evans Restaurants segment for $1,227 related to impairment of nonoperating restaurant property, plant and equipment.

In the second quarter of fiscal 2012, we recorded a pretax fixed asset impairment charge in the Bob Evans Restaurants segment for $600 related to one underperforming location and $2,206 related to impairment of nonoperating restaurant property, plant and equipment. In the second quarter of fiscal 2012, we also recorded impairment charges of $87 in BEF Foods.

11. Commitments and Contingencies

As of October 26, 2012, future minimum rental payments on operating leases were $301,111. Leases are described more fully in Note 1.

 

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We are subject to various claims and contingencies related to lawsuits and other matters arising out of the normal course of business. We are of the opinion that there are no matters pending or threatened that are expected to have a material adverse effect, individually or in the aggregate, on our consolidated financial condition or results of operations.

12. Supplemental Cash Flow Information

Cash paid for income taxes and interest for the second quarter of fiscal 2013 and 2012 is summarized as follows:

 

     (in thousands)  
     Three Months Ended      Six Months Ended  
     Oct. 26, 2012      Oct. 28, 2011      Oct. 26, 2012      Oct. 28, 2011  

Income taxes paid, net

   $ 23,621      $ 16,381      $ 33,985      $ 29,414  
  

 

 

    

 

 

    

 

 

    

 

 

 

Interest paid

   $ 1,746      $ 1,993      $ 3,865      $ 4,161  
  

 

 

    

 

 

    

 

 

    

 

 

 

13. Subsequent Events

The quarterly cash dividend of $0.275 will be paid on December 10, 2012, to shareholders of record at the close of business on November 26, 2012.

On November 30, 2012, the Company provided the agents for the Note Purchase Agreement, dated July 28, 2004, as amended (“2004 Notes”), and the Note Purchase Agreement, dated July 28, 2008, as amended (“2008 Notes”), with a prepayment notice. Per the terms of the 2004 Notes and the 2008 Notes (collectively, “Private Placement Notes ”), notice of prepayment is required at least 30 days, but not more than 60 days, prior to payment. The Company intends to prepay the Private Placement Notes in full as of December 31, 2012.

In making this prepayment election, the Company will prepay all amounts outstanding under the Private Placement Notes, consisting of $97,145 in current aggregate principal amount, plus Make-Whole amounts of approximately $7,000 determined in accordance with the provisions of the Private Placement Notes. The actual amount of the total payments for the Private Placement Notes and the Make-Whole amounts will be determined at the time the Private Placement Notes are repaid, which is expected to be on December 31, 2012. The principal amount of $48,574 would be classified as current debt on November 30, 2012.

Absent its earlier termination, the maturity date of the 2004 Notes and the 2008 Notes would have been July 28, 2016 and July 28, 2014, respectively.

The Company plans on utilizing cash on hand and borrowings on its credit facility to repay the Private Placement Notes.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 10-Q/A to be signed on its behalf by the undersigned thereunto duly authorized.

 

BOB EVANS FARMS, INC.
By:  

/s/ Steven A. Davis

  Steven A. Davis
  Chairman and Chief Executive Officer
  (Principal Executive Officer)
By:  

/s/ Paul F. DeSantis

  Paul F. DeSantis*
  Chief Financial Officer, Treasurer and Assistant Secretary
  (Principal Financial Officer)

 

April 10, 2013

Date

 

* Paul F. DeSantis has been duly authorized to sign on behalf of the Registrant as its principal financial officer.

 

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INDEX TO EXHIBITS

Quarterly Report on Form 10-Q/A

Dated April 10, 2013

Bob Evans Farms, Inc.

 

Exhibit

No.

  

Description

  

Location

  31.1    Rule 13a-14(a)/15d-14(a) Certification (Principal Executive Officer)    Filed herewith
  31.2    Rule 13a-14(a)/15d-14(a) Certification (Principal Financial Officer)    Filed herewith
  32.1    Section 1350 Certification (Principal Executive Officer)    Filed herewith
  32.2    Section 1350 Certification (Principal Financial Officer)    Filed herewith
101.INS    XBRL Instance Document    *
101.SCH    XBRL Taxonomy Extension Schema Document    *
101.CAL    XBRL Taxonomy Extension Calculation Linkbase Document    *
101.LAB    XBRL Taxonomy Extension Label Linkbase Document    *
101.PRE    XBRL Taxonomy Presentation Linkbase Document    *
101.DEF    XBRL Taxonomy Extension Definition Linkbase Document    *

 

* In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall be deemed to be furnished and not filed herewith.

 

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