EVANS BOB FARMS INC
10-Q, 1995-12-11
EATING PLACES
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                                   FORM 10-Q

                      SECURITIES AND EXCHANGE COMMISSION

                             Washington D.C. 20549

(Mark One)

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

For the quarterly period ended October 27, 1995

                                      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         (I.R.S. Employer
             or organization)                        Identification No.)

                 3776 South High Street   Columbus, Ohio    43207
                 (Address of principal executive offices)
                                                         (Zip Code)

                                (614) 491-2225
             (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

     As of the close of the period covered by this report,  the registrant had
issued 42,638,118 common shares.


<PAGE>
<TABLE>
                               BOB EVANS FARMS, INC.
                           PART I - FINANCIAL INFORMATION
                            ITEM 1. FINANCIAL STATEMENTS
                       CONDENSED CONSOLIDATED BALANCE SHEETS
                                       ASSETS
                                                         (Dollars in Thousands)
                                                October 27, 1995  April 28, 1995
                                                       Unaudited         Audited

<S>                                                          <C>        <C>     
Current Assets
      Cash and equivalents ...............................   $  7,862   $ 10,451
      Accounts receivable ................................     14,834     15,570
      Inventory ..........................................     19,002     17,256
      Deferred income taxes ..............................      6,162      6,162
      Prepaid expenses ...................................      3,819      2,936
                                                             --------   --------
            Total Current Assets .........................     51,679     52,375

Property, Plant, and Equipment, at Cost ..................    640,589    594,390
      Less accumulated depreciation ......................    189,754    177,542
                                                             --------   --------
            Net Property, Plant and Equipment ............    450,835    416,848

Other Assets
      Deposits and other .................................      1,951      2,243
      Long-term investments ..............................      3,842      2,303
      Deferred income taxes ..............................      1,573      1,573
      Cost in excess of net assets acquired ..............     10,746     11,016
      Other intangible assets ............................      1,586      1,743
                                                             --------   --------
            Total Other Assets ...........................     19,698     18,878
                                                             --------   --------
                                                             $522,212   $488,101
                                                             ========   ========
                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
      Line of credit .....................................   $ 38,925   $ 25,600
      Accounts payable ...................................     11,695      7,325
      Dividends payable ..................................      3,385      3,068
      Federal and state income taxes .....................      3,831      4,633
      Accrued wages and related liabilities ..............     11,647     13,691
      Other accrued expenses .............................     29,853     31,253
                                                             --------   --------
            Total Current Liabilities ....................     99,336     85,570

Long-Term Liabilities
      Deferred income taxes ..............................      6,409      6,409
      Notes payable (net of discount of
         $522,000 at
        October 27, 1995 and $600,000 at April ...........      2,328      2,250
           28, 1995)
                                                             --------   --------
                                                                8,737      8,659

Stockholders' Equity
      Common stock, $.01 par value
         Authorized:  100,000,000 shares;
         issued 42,638,118 shares
         at October 27, 1995, and April 28, 1995 .........        426        426
      Capital in excess of par value .....................    145,100    144,741
      Retained earnings ..................................    273,594    252,961
                                                             --------   --------
                                                              419,120    398,128
      Less treasury stock: 327,406 shares
         at October 27, 1995 and 309,620 shares
         at April 28, 1995, at cost ......................      4,981      4,256
                                                             --------   --------
            Total Stockholders' Equity ...................    414,139    393,872
                                                             --------   --------
                                                             $522,212   $488,101
                                                             ========   ========

The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
<TABLE>
================================================================================
                             BOB EVANS FARMS, INC.
================================================================================
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   UNAUDITED
                                                            (Dollars in Thousands Except Net Income
                                                             Per Share and Cash Dividend Amounts)

                                                     Three Months Ended              Six Months Ended

                                               Oct. 27, 1995    Oct. 28, 1994   Oct. 27, 1995  Oct. 28, 1994
                                               -------------    -------------   -------------  -------------

<S>                                            <C>             <C>             <C>           <C>        
Net sales ..................................   $    207,700    $    194,403    $   413,562   $   392,342

Cost of sales ..............................         63,348          57,367        124,501       120,246
Operating wage and fringe benefit expenses .         62,437          56,222        123,868       113,893
Other operating expenses ...................         28,314          25,539         56,658        50,759
Selling, general and administrative expenses         25,724          25,961         51,004        50,820
Depreciation expense .......................          6,762           6,351         13,204        12,305
                                               ------------    ------------    -----------   -----------
      OPERATING PROFIT .....................         21,115          22,963         44,327        44,319

Net interest ...............................            (42)             (2)             4            43
                                               ------------    ------------    -----------   -----------

      INCOME BEFORE INCOME TAXES ...........         21,073          22,961         44,331        44,362

Provisions for income taxes
    Federal ................................          6,627           7,174         13,889        13,866
    State ..................................          1,436           1,624          3,035         3,150
                                                -----------     -----------    -----------   -----------
                                                      8,063           8,798         16,924        17,016
                                               ------------    ------------    -----------   -----------

      NET INCOME ...........................   $     13,010    $     14,163    $    27,407   $    27,346
                                               ============    ============    ===========   ===========


Weighted average number of common
      shares outstanding ...................     42,341,053      42,147,324     42,341,053    42,147,324
                                               ============    ============    ===========   ===========


Net income per common share based upon
      the weighted average number of
      common shares ........................   $        .31    $        .34    $       .65   $       .65
                                               ============    ============    ===========   ===========

Cash dividend per common share .............   $      .0800    $      .0725    $     .1600   $     .1450
                                               ============    ============    ===========   ===========

The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
                             BOB EVANS FARMS, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   UNAUDITED
                                                      (Dollars in Thousands)
                                                         Six Months Ended

                                              October 27, 1995  October 28, 1994

Operating activities:
Net income .........................................     $ 27,407      $ 27,346

Adjustments to reconcile net income
   to net cash provided by operating
   activities:
Depreciation and amortization ......................       13,630        12,730
Loss (gain) on sale of property and
   equipment .......................................           94           (62)
Compensation expense attributable to
   stock plans .....................................          390           497
Cash provided by (used for) current assets
   and current liabilities:
      Accounts receivable ..........................          736         1,361
      Inventories ..................................       (1,746)          827
      Prepaid expenses .............................         (883)          467
      Accounts payable .............................        4,370        (5,767)
      Federal and state income taxes ...............         (802)       (1,709)
      Accrued wages and related liabilities ........       (2,060)         (805)
      Other accrued expenses .......................       (1,400)        7,147
                                                         --------      --------
         Net cash provided by operating activities..       39,736        42,032

Investing activities:
Purchase of property, plant and equipment ..........      (47,509)      (40,543)
Purchase of investments ............................       (1,539)       (2,100)
Proceeds from sale of property, plant and ..........          225           173
   equipment
Other ..............................................          292          (121)
                                                         --------      --------
         Net cash used in investing activities......      (48,531)      (42,591)

Financing activities:
Cash dividends paid ................................       (6,457)       (5,898)
Draws (payments) on line of credit .................       13,325        (1,000)
Purchase of treasury stock .........................       (1,438)
Interest accrued on long-term notes ................           78
Distribution of treasury stock
   due to the exercise of stock
   options and employee bonuses ....................          698           941
                                                         --------      --------
         Net cash provided by (used in) ............        6,206        (5,957)
            financing activities                         --------      --------

Increase (decrease) in cash and equivalents ........       (2,589)       (6,516)

Cash and equivalents at the beginning of the .......       10,451         6,699
   period                                                --------      --------

Cash and equivalents at the end of the period ......     $  7,862      $    183
                                                         ========      ========

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


<PAGE>


================================================================================
           NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

                                   UNAUDITED


1.    Unaudited Financial Statements
      The  accompanying   unaudited  financial  statements  are  presented  in
      accordance with the requirements of Form 10-Q and, consequently,  do not
      include all of the disclosures  normally required by generally  accepted
      accounting principles, or those normally made in the Company's Form 10-K
      filing.  In the opinion of management,  all  adjustments  (consisting of
      normal recurring accruals)  considered necessary for a fair presentation
      have  been  included.  No  significant  changes  have  occurred  in  the
      disclosures  made in Form 10-K for the fiscal  year ended April 28, 1995
      (refer to Form 10-K for a summary  of  significant  accounting  policies
      followed in the preparation of the consolidated financial statements).


2.    Reclassifications
      Certain fiscal 1995 amounts have been  reclassified  to conform with the
fiscal 1996 classification.


<PAGE>


                ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF

                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


SALES

     Consolidated net sales for Bob Evans Farms, Inc. increased $13.3 million,
or 6.8% in the second  quarter  ended  October  27,  1995 as  compared  to the
corresponding quarter a year ago. Of this increase,  $13.2 million occurred in
the restaurant  segment.  Year-to-date sales increased $21.2 million, or 5.4%,
which was comprised of a $22.7 million increase in the restaurant  segment and
a $1.5 million decrease in the food products segment.

     In the restaurant  segment,  the sales increases ($13.2 million,  or 9.3%
for the quarter;  $22.7 million,  or 7.9% year-to-date) are the result of more
restaurants in operation:  374 restaurants at October 27, 1995 compared to 325
a year ago.  During the second  quarter,  the company opened a total of 13 new
restaurants - 12 "small-town" restaurants and one Cantina del Rio. The company
opened a total of 20 new  restaurants  through the first two  quarters of this
year.  The increase in sales  brought  about by this  expansion  was partially
offset by a decrease in same-store  sales for core  restaurants of 1.2% in the
second quarter and 1.4%  year-to-date.  (Core restaurants are restaurants that
have been open two full  years.) The average menu price  increase  amounted to
2.9% for the quarter and 3.4% year-to-date.

     In the food  products  segment,  sales were flat for the quarter and down
$1.5 million  (1.4%)  year-to-date.  In the second  quarter,  there was a 6.0%
increase in  comparable  pounds of sausage  products  sold which was partially
offset by lower  prices ( the retail  price of the  benchmark  one-pound  roll
sausage was $2.69 versus $2.89 a year ago).  Additionally,  net sales of salad
and charcoal  products were $0.7 million less, in total, in the second quarter
as compared to the  corresponding  quarter a year ago.  Year-to-date,  sausage
products  sales  were up $0.6  million,  whereas  sales of salad and  charcoal
products were down $2.1 million.

<PAGE>

COST OF SALES

     Consolidated cost of sales (cost of materials only) was 30.5% of sales in
the second  quarter  compared  to 29.5% of sales in the second  quarter a year
ago.  Year-to-date,  consolidated  cost of  sales  represented  30.1% of sales
versus 30.6% last fiscal year.

     In the restaurant  segment,  food cost (cost of sales) was 26.6% of sales
in both the second  quarter and  year-to-date,  versus  27.0% and 27.5% in the
corresponding periods a year ago. The improvement was due mostly to changes in
product mix as well as the effect of menu price increases.

     In the food  products  segment,  cost of sales was 42.1% of sales for the
quarter  and  40.5%   year-to-date   compared  to  36.4%  and  39.1%  for  the
corresponding  periods a year ago. The increase in the second  quarter of this
year  compared  to last year was due to changes in hog costs,  which  averaged
$39.60  per  hundredweight  versus  $30.44  per  hundredweight  in the  second
quarters of fiscal 1996 and 1995, respectively.


OPERATING WAGE AND FRINGE BENEFIT EXPENSES

     Consolidated  operating wage and fringe benefit  expenses  increased from
28.9% to 30.1% of sales in the second quarter and from 29.0% to 30.0% of sales
year-to-date in comparison to the corresponding periods last year.

     In the restaurant  segment,  wages and fringes represented 35.8% of sales
for the quarter and 35.7% of sales year-to-date versus 35.0% and 35.2% for the
corresponding periods a year ago. The increases are due to higher hourly labor
costs over a year ago.

     In the food  products  segment,  wages and fringes  represented  13.0% of
sales for the quarter and 12.9% of sales year-to-date versus 12.4% for both of
the corresponding periods a year ago.

<PAGE>

OTHER OPERATING EXPENSES

     Approximately  90% of  other  operating  expenses  are in the  restaurant
segment; the most significant components of which are advertising,  utilities,
repair and  maintenance,  restaurant  supplies,  and taxes  (other than income
taxes).  Consolidated other operating expenses  represented 13.6% of sales for
the quarter and 13.7% of sales  year-to-date  in comparison to 13.1% and 12.9%
for  the  corresponding  periods  last  year.  These  increases  are due to an
increase in  restaurant  advertising  expenses of $1.6 million for the quarter
and $3.3 million year-to-date.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

     Consolidated  selling,  general and administrative  expenses  represented
12.4% of sales for the quarter and 12.3% of sales  year-to-date  in comparison
to 13.4% and 13.0%, respectively, in the corresponding periods a year ago. The
most significant  components of selling,  general and administrative  expenses
are wages and fringe benefits and food products segment promotional  expenses.
The  decreases in these  expenses  occurred  mostly in food  products  selling
expenses, which had reduced advertising and promotional programs, particularly
in the second quarter of fiscal 1996 compared to fiscal 1995. Other costs were
comparable to a year ago.

NET INCOME

     Consolidated  net income  decreased $1.2 million,  or 8.1%, in the second
quarter  in  comparison  to the  corresponding  period a year ago.  The entire
decrease  occurred in the food products segment,  which experienced  decreased
margins as a result of higher hog costs and Hickory  Specialties'  lower sales
volume.  The food products  segment  pre-tax profit margin for the quarter was
6.5% this year versus 10.3% last year.

     In the restaurant segment, the pre-tax profit margin for the quarter fell
from 12.4% to 11.4%,  and the net income  remained  virtually  unchanged.  The
decrease  in  pre-tax  margin  was  attributable  mainly  to the  decrease  in
same-store sales as well as higher hourly labor costs and advertising expense.

LIQUIDITY AND CAPITAL RESOURCES

     Cash generated  from both the  restaurant and food products  segments has
been used as the main source of working capital and capital expenditures. Bank
lines of credit were also used for  liquidity  needs and capital  expansion at
various times.  The total of bank lines of credit  available is $73.5 million,
of which $38.9 million was outstanding at October 27, 1995.

     The  company  believes  that funds  needed for capital  expenditures  and
working  capital  during the  remainder of fiscal 1996 will be generated  both
internally  and from  available  bank lines of credit.  Longer-term  financing
alternatives  will be  evaluated by the  company,  especially  in the event of
acquisitions.


<PAGE>


                          PART II - OTHER INFORMATION


      ITEM 4.  Submission of Matters to a Vote of Security Holders


     (a)  The Annual  Meeting of  Stockholders  of the  Company  (the  "Annual
          Meeting")  was held on August 14, 1995.  At the close of business on
          the record  date  42,373,041  common  shares  were  outstanding  and
          entitled to vote. At the Annual  Meeting  32,146,978 or 75.9% of the
          outstanding  common  shares  entitled  to vote were  represented  in
          person or by proxy.


     (b)  Directors elected at the Annual Meeting:

                       Daniel E. Evans
                       J. Tim Evans
                       Robert S. Wood


          Directors whose term of office continued after the Annual Meeting:

                       Larry C. Corbin              Daniel A. Fronk
                       Stewart K. Owens             Cheryl L. Krueger
                       Robert E.H. Rabold           G. Robert Lucas II


     (c)  Matters voted upon at the Annual Meeting:

                                                    FOR       AGAINST    ABSTAIN

          1) Election of Daniel E. Evans        31,753,196    393,782       0
          2) Election of J. Tim Evans           31,748,869    398,109       0
          3) Election of Robert S. Wood         31,751,627    395,351       0


     (d)  Not applicable



<PAGE>


      ITEM 6.     Exhibits and Reports on Form 8-K

                  (a)   Exhibits

                        27. Financial Data Schedule

                  (b)   Reports on Form 8-K

                        None


                                  SIGNATURES


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

                             Bob Evans Farms, Inc.
                                  Registrant




                             ____________________
                                Daniel E. Evans
                             Chairman of the Board
                           (Chief Executive Officer)




                             ____________________
                              Donald J. Radkoski
                      Group Vice President and Treasurer
                           (Chief Financial Officer)



                               December 11, 1995
                                     Date



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
     THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE
CONDENSED  CONSOLIDATED  BALANCE  SHEETS AND STATEMENTS OF INCOME OF BOB EVANS
FARMS,  INC.  AND IS  QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q
FOR THE PERIOD ENDED OCTOBER 27, 1995.
</LEGEND>
<MULTIPLIER> 1000
<CURRENCY> US DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          APR-26-1996
<PERIOD-START>                             APR-29-1995
<PERIOD-END>                               OCT-27-1995
<EXCHANGE-RATE>                                      1
<CASH>                                           7,862
<SECURITIES>                                         0
<RECEIVABLES>                                   14,834
<ALLOWANCES>                                         0
<INVENTORY>                                     19,002
<CURRENT-ASSETS>                                51,679
<PP&E>                                         640,589
<DEPRECIATION>                                 189,754
<TOTAL-ASSETS>                                 522,212
<CURRENT-LIABILITIES>                           99,336
<BONDS>                                              0
<COMMON>                                           426
                                0
                                          0
<OTHER-SE>                                     413,713
<TOTAL-LIABILITY-AND-EQUITY>                   522,212
<SALES>                                        413,562
<TOTAL-REVENUES>                               413,566
<CGS>                                          124,501
<TOTAL-COSTS>                                  369,235
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 44,331
<INCOME-TAX>                                    16,924
<INCOME-CONTINUING>                             27,407
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    27,407
<EPS-PRIMARY>                                     0.65
<EPS-DILUTED>                                     0.65
        

</TABLE>


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