Attached files
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EX-31.2 - EX-31.2 - BOB EVANS FARMS INC | d517755dex312.htm |
EX-32.1 - EX-32.1 - BOB EVANS FARMS INC | d517755dex321.htm |
EX-31.1 - EX-31.1 - BOB EVANS FARMS INC | d517755dex311.htm |
EX-32.2 - EX-32.2 - BOB EVANS FARMS INC | d517755dex322.htm |
EXCEL - IDEA: XBRL DOCUMENT - BOB EVANS FARMS INC | Financial_Report.xls |
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
(Registrants 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 Companys 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 | ||||||
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Total Current Assets |
98,719 | 103,647 | ||||||
Property, Plant and Equipment |
1,761,702 | 1,706,466 | ||||||
Less accumulated depreciation |
851,950 | 823,171 | ||||||
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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 | ||||||
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Total Other Assets |
103,019 | 78,835 | ||||||
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$ | 1,111,490 | $ | 1,065,777 | |||||
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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 | ||||||
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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 | ||||||
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Total Long-Term Liabilities |
170,991 | 214,302 | ||||||
Stockholders Equity |
||||||||
Common stock, $.01 par value; authorized 100,000,000 shares; issued 42,638,118 shares at Oct. 26, 2012, and April 27, 2012 |
426 | 426 | ||||||
Capital in excess of par value |
206,440 | 202,365 | ||||||
Retained earnings |
873,688 | 863,149 | ||||||
Treasury stock, 14,537,773 shares at Oct. 26, 2012, and 14,027,663 shares at April 27, 2012, at cost |
(436,139 | ) | (409,354 | ) | ||||
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Total Stockholders Equity |
644,415 | 656,586 | ||||||
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$ | 1,111,490 | $ | 1,065,777 | |||||
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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 | ||||||||||||
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Operating Income |
16,757 | 21,330 | 42,021 | 48,825 | ||||||||||||
Net interest expense |
1,473 | 1,985 | 3,529 | 4,096 | ||||||||||||
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Income Before Income Taxes |
15,284 | 19,345 | 38,492 | 44,729 | ||||||||||||
Provision for income taxes |
4,942 | 6,598 | 13,142 | 14,170 | ||||||||||||
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Net Income |
$ | 10,342 | $ | 12,747 | $ | 25,350 | $ | 30,559 | ||||||||
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Earnings Per Share Basic |
$ | 0.36 | $ | 0.42 | $ | 0.90 | $ | 1.01 | ||||||||
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Earnings Per Share Diluted |
$ | 0.36 | $ | 0.42 | $ | 0.89 | $ | 1.01 | ||||||||
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Cash Dividends Paid Per Share |
$ | 0.28 | $ | 0.25 | $ | 0.53 | $ | 0.45 | ||||||||
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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 | ||||||
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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 | ) | ||||
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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 | ||||||
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Net cash provided by (used in) financing activities |
21,126 | (49,390 | ) | |||||
Decrease in cash and equivalents |
(31,126 | ) | (19,499 | ) | ||||
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Cash and equivalents at the beginning of the period |
35,946 | 57,730 | ||||||
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Cash and equivalents at the end of the period |
$ | 4,820 | $ | 38,231 | ||||
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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, Mimis 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 | ||
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Identifiable Assets Acquired and Liabilities Assumed: |
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Accounts receivable |
$ | 883 | ||
Inventory |
1,188 | |||
Prepaid expenses |
13 | |||
Property, plant and equipment |
28,953 | |||
Intangible assets |
4,132 | |||
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Total identifiable assets acquired |
35,169 | |||
Total current liabilities |
(203 | ) | ||
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Total liabilities assumed |
(203 | ) | ||
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Net identifiable assets acquired |
34,966 | |||
Goodwill |
18,242 | |||
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Net assets acquired |
$ | 53,208 | ||
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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 | |||||||||||
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October 26, 2012, carrying amount |
$ | 19,809 | ||||||||||
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Mimis 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 | ) | ||||||
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October 26, 2012, net carrying amount intangible assets |
$ | 39,467 | $ | 4,076 | $ | 43,543 | ||||||
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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 Mimis 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, Mimis 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 Mimis Café assets as of October 26, 2012 was $38,509.
-8-
The following table presents the financial classification of assets and liabilities of Mimis 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 |
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Current Assets |
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Cash and equivalents |
$ | 1,995 | $ | 3,100 | ||||
Accounts receivable |
2,017 | 2,709 | ||||||
Inventories |
2,342 | 3,891 | ||||||
Prepaid expenses |
548 | 385 | ||||||
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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 | ||||||
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Total Noncurrent Assets |
31,607 | 37,893 | ||||||
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Total Assets |
$ | 38,509 | $ | 47,978 | ||||
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Current Liabilities |
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Accounts payable and accrued expenses |
$ | 15,544 | $ | 15,613 | ||||
Deferred revenue |
2,835 | 3,151 | ||||||
Other accrued expenses |
4,829 | 3,241 | ||||||
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Total Current Liabilities |
23,208 | 22,005 | ||||||
Deferred rent and other |
23,701 | 22,809 | ||||||
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Total Long-Term Liabilities |
23,701 | 22,809 | ||||||
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Total Liabilities |
$ | 46,909 | $ | 44,814 | ||||
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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 | ||||||||||||
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Diluted |
28,536 | 30,141 | 28,449 | 30,290 | ||||||||||||
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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 | ||||||||
Mimis Café |
81,322 | 86,070 | 167,596 | 175,437 | ||||||||||||
BEF Foods |
91,142 | 81,995 | 173,814 | 157,421 | ||||||||||||
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418,766 | 410,868 | 835,678 | 819,447 | |||||||||||||
Intersegment sales of BEF Foods |
(7,889 | ) | (3,683 | ) | (15,086 | ) | (6,901 | ) | ||||||||
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Total |
$ | 410,877 | $ | 407,185 | $ | 820,592 | $ | 812,546 | ||||||||
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Operating income (loss): |
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Bob Evans Restaurants |
$ | 19,781 | $ | 21,031 | $ | 37,811 | $ | 43,976 | ||||||||
Mimis Café |
(7,507 | ) | (3,673 | ) | (8,356 | ) | (4,766 | ) | ||||||||
BEF Foods |
4,483 | 3,972 | 12,566 | 9,615 | ||||||||||||
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Total |
$ | 16,757 | $ | 21,330 | $ | 42,021 | $ | 48,825 | ||||||||
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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 Agents 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 Mimis 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. Mimis 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 Mimis Café segment.
The components of restructuring and severance charges are summarized below by, operating segment:
Bob Evans Restaurants |
Mimis 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 | ) | ||||||||
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Balance, October 26, 2012 |
$ | | $ | | $ | 1,537 | $ | 1,537 | ||||||||
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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 | ||||||||
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Interest paid |
$ | 1,746 | $ | 1,993 | $ | 3,865 | $ | 4,161 | ||||||||
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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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