EVANS BOB FARMS INC
10-Q, 1997-03-07
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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 January 24, 1997

                                       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)
                                                      January 24, 1997   April 26, 1996
                                                      ----------------   --------------
                                                          Unaudited         Audited
<S>                                                       <C>             <C>     
Current Assets                                                         
      Cash and equivalents                                $  8,144        $ 14,369
      Accounts receivable                                   16,918          14,509
      Inventory                                             23,907          20,876
      Deferred income taxes                                  5,882           5,882
      Prepaid expenses                                       3,779           3,263
                                                          --------        --------
            Total Current Assets                            58,630          58,899
                                                                       
Property, Plant, and Equipment, at Cost                    676,966         646,849
      Less accumulated depreciation                        209,269         199,606
                                                          --------        --------
            Net Property, Plant and Equipment              467,697         447,243
                                                                       
Other Assets                                                           
      Deposits and other                                     3,188           2,955
      Long-term investments                                  5,341           4,893
      Deferred income taxes                                  9,918           9,918
      Cost in excess of net assets acquired                 10,073          10,477
      Other intangible assets                                1,192           1,428
                                                          --------        --------
            Total Other Assets                              29,712          29,671
                                                          --------        --------
                                                          $556,039        $535,813
                                                          ========        ========
                                                                       
LIABILITIES AND STOCKHOLDERS' EQUITY                                   
                                                                       
Current Liabilities                                                    
      Line of credit                                      $ 69,625        $ 59,655
      Accounts payable                                       7,197           5,940
      Dividends payable                                      3,340           3,382
      Federal and state income taxes                         1,250             535
      Accrued wages and related liabilities                 12,485          14,245
      Other accrued expenses                                33,293          32,674
                                                          --------        --------
            Total Current Liabilities                      127,190         116,431
                                                                       
Long-Term Liabilities                                                  
      Deferred income taxes                                  8,300           8,300
      Notes payable (net of discount of                                
         $335,000 at January 24, 1997                                  
         and $443,000 at April 26, 1996)                     2,035           1,927
                                                          --------        --------
            Total Long-Term Liabilities                     10,335          10,227
                                                                       
Stockholders' Equity                                                   
      Common stock, $.01 par value; authorized                         
         100,000,000 shares; issued 42,638,118                         
         shares at January 24, 1997 and                                
         April 26, 1996                                        426             426
                                                                       
      Preferred stock: authorized 1,200 shares;                        
         issued 120 shares at January 24, 1997                         
         and April 26, 1996                                     60              60
      Capital in excess of par value                       145,711         145,584
      Retained earnings                                    284,979         268,677
                                                          --------        --------
                                                           431,176         414,747
      Less treasury stock: 891,793 shares at                           
         January 24, 1997 and 362,875 shares                           
         at April 26, 1996, at cost                         12,662           5,592
                                                          --------        --------
            Total Stockholders' Equity                     418,514         409,155
                                                          --------        --------
                                                          $556,039        $535,813
                                                          ========        ========
                                                                     
The accompanying notes are an integral part of the financial statements.

</TABLE>
                                      -2-
<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                         Nine Months Ended
                                                               ------------------                         -----------------
                                                       Jan. 24, 1997        Jan. 26, 1996         Jan. 24, 1997        Jan. 26, 1996
                                                       -------------        -------------         -------------        -------------
<S>                                                  <C>                   <C>                   <C>                  <C>         
Net sales                                            $    199,189          $    194,740          $    618,493         $    608,302

Cost of sales                                              66,169                60,162               200,574              184,663
Operating wage and fringe benefit expenses                 62,200                60,898               193,943              184,766
Other operating expenses                                   27,392                28,103                85,785               84,761
Selling, general and administrative expenses               23,865                26,210                75,591               77,214
Depreciation expense                                        7,121                 6,978                20,944               20,182
                                                     ------------          ------------          ------------         ------------
      Operating Profit                                     12,442                12,389                41,656               56,716

Net interest                                                 (194)                  (23)                   89                (19)4
                                                     ------------          ------------          ------------         ------------

      Income Before Income Taxes                           12,248                12,366                41,745               56,697

Provisions for income taxes
    Federal                                                 3,624                 3,941                12,591               17,830
    State                                                     818                   848                 2,765                3,883
                                                     ------------          ------------          ------------         ------------
                                                            4,442                 4,789                15,356               21,713
                                                     ------------          ------------          ------------         ------------

      Net Income                                     $      7,806          $      7,577          $     26,389         $     34,984
                                                     ============          ============          ============         ============


Weighted average number of common
      shares outstanding                               42,084,834            42,324,758            42,084,834           42,324,758
                                                     ============          ============          ============         ============


Net income per common share based upon
      the weighted average number of
      common shares outstanding                      $        .19          $        .18          $        .63         $        .83
                                                     ============          ============          ============         ============

Cash dividends per common share                      $        .08          $        .08          $        .24         $        .24
                                                     ============          ============          ============         ============


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

</TABLE>

                                      -3-
<PAGE>
<TABLE>

                              BOB EVANS FARMS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    UNAUDITED

                                                            (Dollars in Thousands)
                                                               Nine Months Ended

                                                    January 24, 1997    January 26, 1996
                                                    ----------------    ----------------
<S>                                                      <C>               <C>     
Operating activities:
Net income                                               $ 26,389          $ 34,984

Adjustments to reconcile net income to net
   cash provided by operating activities:
Depreciation and amortization                              21,584            20,821
Loss (gain) on sale of property and equipment                (242)               67
Compensation expense attributable to stock plans              137               541
Cash provided by (used for) current assets
   and current liabilities:
      Accounts receivable                                  (2,409)            1,400
      Inventories                                          (3,031)           (2,344)
      Prepaid expenses                                       (516)           (1,200)
      Accounts payable                                      1,257              (306)
      Federal and state income taxes                          715            (2,075)
      Accrued wages and related liabilities                (1,897)             (788)
      Other accrued expenses                                  619            (4,258)
                                                         --------          --------
         Net cash provided by operating                    42,606            46,842
            activities

Investing activities:
Purchase of property, plant and equipment                 (41,473)          (64,714)
Purchase of investments                                      (448)           (2,141)
Proceeds from sale of property, plant and equipment           317               330
Other                                                        (233)             (434)
                                                         --------          --------
         Net cash used in investing activities            (41,837)          (66,959)

Financing activities:
Cash dividends paid                                       (10,129)           (9,843)
Draws on line of credit                                     9,970            26,705
Purchase of treasury stock                                 (7,476)           (2,091)
Interest accrued on long-term notes                           108               119
Distribution of treasury stock
   due to the exercise of stock
   options and employee bonuses                               533               711
                                                         --------          --------
         Net cash provided by (used in)                    (6,994)           15,601
                                                         --------          --------

Increase (decrease) in cash and equivalents                (6,225)           (4,516)

Cash and equivalents at the beginning of the               14,369            10,451
   period                                                --------          --------

Cash and equivalents at the end of the period            $  8,144          $  5,935
                                                         ========          ========

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

</TABLE>

                                      -4-
<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 26, 1996 (refer to Form 10-K for a summary
     of  significant  accounting  policies  followed in the  preparation  of the
     consolidated financial statements).


                                      -5-
<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  approximately
$4.4  million,  or 2.3%, in the third quarter ended January 24, 1997 compared to
the  corresponding  quarter last year.  This  increase  was  comprised of a $2.7
million  sales  increase in the  restaurant  segment,  and a $1.7 million  sales
increase in the food products  segment.  Through the first nine months of fiscal
1997, consolidated net sales rose $10.2 million, or 1.7%, which was comprised of
a $2.8 million increase in the restaurant  segment,  and a $7.4 million increase
in the food products segment.

     In the restaurant  segment,  third quarter sales increased $2.7 million, or
2.0%. Excluding the Cantina del Rio Mexican restaurant concept which the Company
closed in August,  1996,  third quarter sales  increased $7.6 million,  or 5.7%.
Sales  improved  due to more  restaurants  in operation  and a 0.8%  increase in
same-store sales. At the end of the third quarter, the company had 387 stores in
operation,  compared to 383 last year (368 excluding the Cantina del Rios).  The
chart below summarizes the openings and closings during the last seven quarters:


                    SUMMARY OF RESTAURANTS OPENED AND CLOSED

                         Beginning        Opened         Closed        Ending
                        -----------      --------       --------      --------
Fiscal 1996
     1st quarter            354              7              0            361
     2nd quarter            361             13              0            374
     3rd quarter            374             10              1            383
     4th quarter            383              7              0            390

Fiscal 1997
     1st quarter            390              5              5            390
     2nd quarter            390              7             14            383
     3rd quarter            383              4              0            387


      The 0.8%  same-store  sales  increase  this past quarter was the company's
first quarterly  increase since the fourth quarter of fiscal 1995.  Although the
same-store  sales  increase is partly  attibutable  to severe winter  weather in
January 1996,  the company's  same-store  trends have  steadily  improved  since
August  1996.  Through nine  months,  same-store  sales  decreased  2.0%,  which

                                      -6-
<PAGE>


partially  offset the  additional  sales  created by new units and resulted in a
$2.8 million  increase in  year-to-date  sales.  The average menu price increase
amounted to 2.1% for the quarter and 1.6% through nine months.

     In the food products  segment,  sales increased $1.7 million (3.0%) for the
quarter and $7.4  million  (4.6%)  through nine  months.  These gains  reflected
sausage price increases  intended to mitigate the impact of high hog costs.  The
suggested retail price of the benchmark  one-pound roll sausage was $3.09 during
the third  quarter  compared to $2.79 a year ago.  Comparable  pounds of sausage
products sold  declined 7% in the third quarter and 5% through nine months.  The
company  believes these declines were impacted by the retail price  increases of
its products.

     Also impacting the sales increases in the food products segment were higher
sales of charcoal products.  Sales at Hickory Specialties increased $0.5 million
for the quarter and $3.9 million  through nine months as a result of  aggressive
promotions. Sales of salad products have not changed appreciably.

Cost of Sales

     Consolidated  cost of sales (cost of materials  only) was 33.2% of sales in
the third quarter compared to 30.9% last year. Through nine months, consolidated
cost of sales represented 32.4% of sales versus 30.4% last fiscal year.

     In the  restaurant  segment,  food  cost was  26.6%  of sales in the  third
quarter and 26.7% of sales year-to-date,  versus 27.0% and 26.7%,  respectively,
in the corresponding periods last year.

     In the food  products  segment,  cost of sales  was  48.7% of sales for the
quarter and 47.5% through nine months compared to 40.0% and 40.4%, respectively,
for  the  corresponding  periods  a  year  ago.  These  increases  were  due  to
significant  increases in hog costs,  which averaged $54.00 per hundredweight in
the third  quarter of this year versus  $36.00 last year,  a 50%  increase.  The
increased hog costs were not fully absorbed by price  increases of the company's
sausage products, ultimately leading to an estimated decline in operating profit
of $5.2  million in the third  quarter and $12.1  million  through  nine months.
Although  the company has raised its prices three times in the last year to help
mitigate the tremendous rise in hog costs, the price increases have been limited
in order to preserve market share.


                                      -7-
<PAGE>


Operating Wage and Fringe Benefit Expenses

     Consolidated  operating wage and fringe benefit expenses  represented 31.2%
of sales for the quarter  and 31.4% of sales  through  nine  months  compared to
31.3% and 30.4%, respectively, in the corresponding periods a year ago.

     In the  restaurant  segment,  wages and fringes  were 39.5% versus 39.2% of
sales for the quarter,  and 38.6% versus 36.8% of sales through nine months. The
increases  were the result of higher  hourly labor costs  (partially  due to the
increased minimum wage),  higher managerial costs and increased health insurance
expense.  Specifically  affecting the  year-to-date  comparison were labor costs
associated  with  closing 19  restaurants  this  fiscal  year,  15 of which were
Cantina del Rios.

     In the food products segment,  wages and fringes were 11.8% versus 12.5% of
sales for the quarter,  and 12.3% versus 12.8% of sales through nine months. The
improvement  in these  ratios  was due to the fact  that the  increases  in food
products  sales  were  primarily  the  result  of price  increases  rather  than
increased  production.  The  volume of  sausage  produced  was down for both the
quarter and year-to-date.


Other Operating Expenses

     Approximately  90% of  other  operating  expenses  were  in the  restaurant
segment; the most significant  components of which were advertising,  utilities,
repair and  maintenance,  restaurant  supplies,  and taxes  (other  than  income
taxes).  Consolidated other operating expenses represented 13.8% versus 14.4% of
sales  for the  quarter,  and 13.9% of sales for both  nine-month  periods.  The
improvement in the quarter was partially the result of lower  advertising  costs
in the  restaurant  segment as well as the closing of the Ft.  Worth  production
plant. The Ft. Worth plant was closed in late October, with its production lines
shifted to other existing plants.


Selling, General and Administrative Expenses

     Consolidated selling, general and administrative expenses represented 12.0%
versus 13.5% of sales for the  quarter,  and 12.2% versus 12.7% of sales for the
nine-month  period.  The most  significant  components  of selling,  general and
administrative  expenses  were  wages  and  fringe  benefits  and food  products

                                      -8-
<PAGE>


promotional  expenses.  Increases in promotional expenses at Hickory Specialties
were offset by large  decreases in corporate  administrative  costs for both the
quarter and nine-month period.

Net Income

     Consolidated  net income  increased  $0.2  million,  or 3.0%,  in the third
quarter in comparison to the corresponding quarter a year ago. In the restaurant
segment,  the  improvement in same-store  sales combined with large decreases in
administrative  expenses led to a $2.6 million (62.1%) increase in quarterly net
income.  Excluding  the losses  posted by the Cantina del Rio  restaurants  last
year, net income improved 43.2%. Food products segment net income decreased $2.3
million,  or  67.3%,  and  its  pre-tax  margin  fell  from  9.9% to  3.1%.  The
unfavorable  results in the food  products  segment  were the  direct  result of
rapidly rising hog costs, and to a lesser extent, promotional and other expenses
associated with Hickory Specialties' new charcoal plant.

     Through  nine months,  consolidated  net income was down $8.6  million,  or
24.6%. The most significant factor in this decline was the extraordinarily  high
hog costs.  Additional factors were decreased same-store sales in the restaurant
segment and expenses at Hickory Specialties.


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 expenditure requirements.
Bank lines of credit were also used for liquidity needs and capital expansion at
various times.  The total bank lines of credit  available is $124.4 million,  of
which $69.6 was outstanding at January 24, 1997.

     The company believes that funds needed for capital expenditures and working
capital  during the remainder of fiscal 1997 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.


____________________
Safe Harbor Statement under the Private  Securities  Litigation Act of 1995: The
statements   contained  in  this  filing  which  are  not  historical  fact  are
"forward-looking statements" that involve various important risks, uncertainties
and other factors which could cause the  company's  actual  results for 1997 and
beyond  to  differ  materially  from  those  expressed  in such  forward-looking
statements.  These important  factors include  continuing high hog costs and the
possibility of severe winter weather  conditions  where the company operates its
restaurants,  as well as  other  risks  previously  disclosed  in the  company's
securities filings.


                                      -9-
<PAGE>


                           PART II - OTHER INFORMATION



      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)



           March 7, 1997
        ___________________
               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 JANUARY 24, 1997.
</LEGEND>
<MULTIPLIER> 1000
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          APR-25-1997
<PERIOD-START>                             APR-27-1996
<PERIOD-END>                               JAN-24-1997
<EXCHANGE-RATE>                                      1
<CASH>                                           8,144
<SECURITIES>                                         0
<RECEIVABLES>                                   16,918
<ALLOWANCES>                                         0
<INVENTORY>                                     23,907
<CURRENT-ASSETS>                                58,630
<PP&E>                                         676,966
<DEPRECIATION>                                 209,269
<TOTAL-ASSETS>                                 556,039
<CURRENT-LIABILITIES>                          127,190
<BONDS>                                              0
                                0
                                         60
<COMMON>                                           426
<OTHER-SE>                                     418,028
<TOTAL-LIABILITY-AND-EQUITY>                   556,039
<SALES>                                        618,493
<TOTAL-REVENUES>                               618,582
<CGS>                                          200,574
<TOTAL-COSTS>                                  501,246
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 41,745
<INCOME-TAX>                                    15,356
<INCOME-CONTINUING>                             26,389
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    26,389
<EPS-PRIMARY>                                     0.63
<EPS-DILUTED>                                     0.63
        



</TABLE>


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