Bob Evans Farms Inc

BOB EVANS FARMS INC FORM 10-K (Annual Report) Filed 06/29/10 for the Period Ending 04/30/10 Address 3776 S HIGH ST COLUMBUS, OH 43207 Telephone 6144421866 CIK 0000033769 Symbol BOBE SIC Code 5812 - Eating Places Industry Restaurants Sector Services Fiscal Year 04/29 http://www.edgar-online.com © Copyright 2013, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2010 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0-1667 Bob Evans Farms, Inc. (Exact name of registrant as specified in its charter) Delaware 31 -4421866 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3776 South High Street, Columbus, Ohio 43207 (Address of principal executive offices) (Zip Code) (614) 491-2225 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Exchange Act: Title of Each Class Name of Each Exchange on Which Registered Common Stock, $.01 par value per share The NASDAQ Stock Market LLC Securities registered pursuant to Section 12(g) of the Exchange Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non -accelerated filer Smaller reporting company (Do not check if a 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 As of October 23, 2009 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $843,357,008 based on the closing sale price as reported on the NASDAQ Stock Market. Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: Class Outstanding at June 25, 2010 Common Stock, $.01 par value per share 30,605,080 shares DOCUMENTS INCORPORATED BY REFERENCE Document Parts Into Which Incorporated Portions of the registrant’s Proxy Statement for the Annual Meeting of Part III Stockholders to be held on September 13, 2010 TABLE OF CONTENTS PART I Item 1. Business. Item 1A. Risk Factors Item 1B. Unresolved Staff Comments Item 2. Properties Item 3. Legal Proceedings Item 4. Submission of Matters to a Vote of Security Holders. PART II Item 5. Market For Registrant ’s Common Equity, Related Stockholder Matters and Issuer Repurchases of Equity Securities Consolidated Balance Sheets Consolidated Statements of Income Consolidated Statements of Stockholders ’ Equity Consolidated Statements of Cash Flows Years ended April 30, 2010; April 24, 2009; and April 25, 2008 Notes to Consolidated Financial Statements SIGNATURES EX -3.1 EX -10.3 EX -10.5 EX -10.23 EX -10.24 EX -10.25 EX -10.31 EX -10.32 EX -10.36 EX -21 EX -23 EX -24 EX -31.1 EX -31.2 EX -32.1 EX -32.2 Table of Contents PART I Item 1. Business. In this Annual Report on Form 10-K, we use the terms “Bob Evans,” “company,” “we,” “us” and “our” to collectively refer to Bob Evans Farms, Inc., a Delaware corporation, and its subsidiaries. The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This Annual Report on Form 10-K and other written or oral statements that we make from time-to-time may contain forward-looking statements that set forth anticipated results based on management’s plans and assumptions. Statements in this Annual Report on Form 10-K, including those contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 of this Annual Report on Form 10-K, that are not historical facts are forward-looking statements. These statements are often indicated by words such as “expects,” “anticipates,” “believes,” “estimates,” “intends” and “plans.” Forward-looking statements involve various important assumptions, risks and uncertainties. Actual results may differ materially from those predicted by the forward-looking statements because of various factors and possible events, including the assumptions, risks and uncertainties discussed in this Annual Report on Form 10-K under the heading “Item 1A — Risk Factors.” We note these factors for investors as contemplated by the Private Securities Litigation Reform Act of 1995. It is impossible to predict or identify all of the risk factors that we face. Consequently, you should not consider any such list to be a complete set of all potential assumptions, risks or uncertainties. Forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to update any forward-looking statement for circumstances or events that occur after the date on which the statement is made to reflect unanticipated events. Any further disclosures we make in our filings with the Securities and Exchange Commission should also be consulted. The following description of our business should be read in conjunction with the information contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 of this Annual Report on Form 10-K and our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K. Background We are a full-service restaurant company that operates two restaurant concepts — Bob Evans ® Restaurants and Mimi’s Cafés ® . We are also a leading producer and distributor of pork sausage and complementary homestyle convenience food items. Our business began in 1948 when our founder, Bob Evans, began making sausage on his southeastern Ohio farm to serve at his 12-stool diner. Our business grew from there, and we became a publicly traded company in 1963. Our current company was incorporated in Delaware in 1985 as the successor to the original company, which was incorporated in Ohio in 1957. We expanded our business by acquiring Owens Foods, Inc. (then known as Owens Country Sausage, Inc.) in 1987 and SWH Corporation, which does business as Mimi’s Café ® , in July 2004. We have a 52 or 53-week fiscal year that ends on the last Friday in April. When we refer to fiscal 2010, fiscal 2009 and fiscal 2008, we are referring to our fiscal years that ended on April 30, 2010, April 24, 2009, and April 25, 2008, respectively. All years presented were comprised of 52 weeks, except fiscal 2010, which had 53 weeks. 2 Table of Contents The following table contains information regarding revenues, operating profit and identifiable assets of our restaurant business and food products business for each of our last three fiscal years. Fiscal Year 2010 2009 2008 (Dollars in thousands) Sales: Restaurant Operations $ 1,411,092 $ 1,439,090 $ 1,445,034 Food Products 351,891 349,273 331,060 1,762,983 1,788,363 1,776,094 Intersegment Sales of Food Products (36,179 ) (37,851 ) (39,068 ) Total $ 1,726,804 $ 1,750,512 $ 1,737,026 Operating Income: Restaurant Operations $ 85,144 $ 12,796 $ 78,686 Food Products 21,270 15,571 28,554 Total $ 106,414 $ 28,367 $ 107,240 Identifiable Assets: Restaurant Operations $ 958,311 $ 1,020,298 $ 1,086,453 Food Products 116,639 116,729 102,367 1,074,950 1,137,027 1,188,820 General corporate assets 34,207 27,148 30,398 Total $ 1,109,157 $ 1,164,175 $ 1,219,218 Our Strategy We believe our restaurant and food products businesses are regional brands with national potential. Our vision and mission statements embody our expectations for our company’s future. Our vision is to be the “Best in Class” in all of our food businesses.

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