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BOBE > SEC Filings for BOBE > Form 10-Q on 3-Dec-2008All Recent SEC Filings

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Form 10-Q for EVANS BOB FARMS INC


3-Dec-2008

Quarterly Report


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
General Overview
In this Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A"), we use the terms "Bob Evans," "we," "us" and "our" to collectively refer to Bob Evans Farms, Inc., a Delaware corporation, and its subsidiaries. As of Oct. 24, 2008, we owned and operated 709 full-service restaurants, including 570 Bob Evans Restaurants in 18 states and 139 Mimi's Cafés in 22 states. Bob Evans Restaurants are primarily located in the Midwest, mid-Atlantic and Southeast regions of the United States. Mimi's Cafés are primarily located in California and other western states. Revenue in the restaurant segment is recognized at the point of sale. We also produce and distribute fresh and fully cooked pork products and a variety of complementary homestyle convenience food items under the Bob Evans and Owens brand names. These food products are distributed primarily to warehouses and grocery stores in the East North Central, mid-Atlantic, Southern and Southwestern United States. Revenue, net of promotional discounts, in the food products segment is recognized when products are delivered to the retailer.
This MD&A contains a number of forward-looking statements. Words such as "expects," "goals," "plans," "projects," "believes," "intends," "continues," "anticipates," "may," and variations of such words and similar expressions are intended to identify such forward-looking statements. Any statements that refer to projections of our future financial performance, anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements. These statements are based on our current expectations and could be affected by the uncertainties and risk factors described in our press releases and filings with the Securities and Exchange Commission. In particular, please refer to the risk factors discussed under the heading "Risk Factors" in Item 1A of our Annual Report on Form 10-K for the fiscal year ended April 25, 2008. It is impossible to predict or identify all such risk factors. Consequently, no one should consider any such list to be a complete set of all potential risks and uncertainties. There is also the risk that we may incorrectly analyze these risks or that the strategies developed by us to address them will be unsuccessful. 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 to reflect circumstances or events that occur after the date on which the statement is made to reflect unanticipated events. Any further disclosures in our filings with the Securities and Exchange Commission should also be consulted. All subsequent written and oral forward-looking statements attributable to us, or any person acting on our behalf, are qualified by the cautionary statements in this section.
The following table reflects data for our second fiscal quarter ended Oct. 24, 2008 ("Q2 2009"), compared to the prior year's second fiscal quarter ended Oct. 26, 2007 ("Q2 2008"). The consolidated information is derived from the accompanying Consolidated Statements of Income. The table also includes data for our two industry segments - restaurant operations and food products. The ratios presented reflect the underlying dollar values expressed as a percentage of the applicable net sales amount.

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                            Consolidated                 Restaurant                Food Products
                               Results                     Segment                    Segment
   (dollars in            Q2            Q2            Q2            Q2            Q2           Q2
   thousands)            2009          2008          2009          2008          2009         2008
   Net sales          $ 435,455     $ 426,255     $ 357,230     $ 356,168     $ 78,225     $ 70,087
   Operating income   $  20,282     $  25,964     $  19,370     $  19,829     $    912     $  6,135

   Cost of sales           31.5 %        30.0 %        25.3 %        25.6 %       59.7 %       52.4 %
   Operating wages         34.5 %        35.1 %        39.7 %        39.7 %       11.1 %       11.4 %
   Other operating         16.3 %        16.4 %        18.8 %        18.5 %        5.2 %        5.6 %
   S,G&A                    8.3 %         8.0 %         5.6 %         5.8 %       20.3 %       19.0 %
   Depr. & amort.           4.7 %         4.4 %         5.2 %         4.8 %        2.5 %        2.8 %


   Operating income         4.7 %         6.1 %         5.4 %         5.6 %        1.2 %        8.8 %

The second quarter results for fiscal 2009 and fiscal 2008 include the impact of the following:
• Consolidated and restaurant results for the second quarter of fiscal 2009 and 2008 included net pre-tax gains of $0.7 million and $1.0 million, respectively, on the sale of various real estate assets, which is reflected as a reduction of S,G&A.

Restaurant Segment Overview
The ongoing economic and industry-wide factors most relevant to our restaurant segment include: labor and fringe benefit expenses, commodity prices, energy prices, competition, consumer acceptance, restaurant openings and closings, governmental initiatives, food safety and other risks such as the economy and weather. For the second quarter of fiscal 2009, the factors that had the greatest positive impact on our restaurant segment profitability were an improvement in food costs and effective labor management. The factor that had the greatest negative impact was weaker than expected same-store sales at Bob Evans Restaurants and Mimi's.
Second quarter fiscal 2009 same-store sales decreased 0.5% at Bob Evans Restaurants and decreased 8.3% at Mimi's compared to the corresponding period last year. Restaurant segment operating income decreased $0.5 million, or 2.3%, in the second quarter of fiscal 2009 compared to the corresponding period last year. Restaurant segment operating income was impacted by pre-tax gains on the sale of real estate of $0.7 million and $1.0 million in the second quarter of fiscal 2009 and fiscal 2008, respectively. We remain focused on improving same-store sales at Bob Evans Restaurants and Mimi's. We are also continuing our efforts to control labor and food costs, which we believe have been effective in mitigating the impact of increasing commodity costs and higher minimum wages at the federal level and in many of the states where we operate. Food Products Segment Overview
The ongoing economic and industry-wide factors most relevant to our food products segment include: sow costs and other commodity costs, transportation and energy costs, governmental initiatives, food safety and other risks such as the economy, weather and consumer acceptance. While we are pleased with the food products segment's strong sales growth in the second quarter of fiscal 2009, profitability was negatively impacted by a significant increase in sow costs in the second quarter.
Food products segment net sales increased 11.6% in the second quarter of fiscal 2009 compared to the same period last year. The higher net sales were largely driven by an 11.3% increase in pounds sold of comparable products (principally sausage and refrigerated mashed potatoes).

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Sow costs represent the majority of food products segment cost of sales, and the volatile nature of sow costs greatly impacts the profitability of the segment. In the second quarter of fiscal 2009, average sow costs increased 27.1% compared with the corresponding period last year. During a 35-day period in the second quarter of fiscal 2009, sow costs nearly tripled, from $19.00 to $59.00 per hundredweight. While we expected an increase in sow costs, the speed and magnitude of the increase were much greater than we had anticipated. The increase in sow costs, slightly offset by improved sow yields, resulted in an increase in cost of sales in the food products segment from 52.4% in the second quarter of fiscal 2008 to 59.7% of net sales in the second quarter of fiscal 2009.
Operating income in the food products segment decreased $5.2 million, or 85.1%, in the second quarter of fiscal 2009 compared to the corresponding period last year. Operating income in the second quarter was negatively impacted by the increase in sow costs and an increase in promotional expense, as we honored commitments with retailers for promotional price discounts that were made in the first quarter when sow costs were significantly lower.
In the food products segment, we are in the process of converting from a direct-store-delivery distribution system to a warehouse system, in response to retailers' needs in certain key markets. As of the end of the second quarter of fiscal 2009, we had converted approximately 70% of our distribution to a warehouse system, and we plan to move increasingly towards this distribution model. The conversion to a warehouse system initially results in some severance costs and higher slotting fees, but is expected to result in a lower cost structure in the long-term.
Sales
Consolidated net sales increased 2.2% to $435.5 million in the second quarter of fiscal 2009 compared to the corresponding period last year. The increase was comprised of sales increases in the restaurant segment and food products segment of $1.1 million and $8.1 million, respectively. Restaurant sales accounted for 82.0% of consolidated sales in the second quarter of fiscal 2009. For the six-month period ended October 24, 2008, consolidated net sales increased $24.9 million, or 2.9%, compared to the corresponding period last year.
Restaurant sales increased $1.1 million, or 0.3%, in the second quarter of fiscal 2009 and $9.0 million, or 1.3%, through six months of fiscal 2009 compared to the corresponding periods last year. The sales increase in the second quarter was due to more restaurants in operation at Mimi's, but was partially offset by same-store sales declines at both of our restaurant concepts. For the six-month period, the sales increase is due to more restaurants in operation at Mimi's and a year-to-date same-store sales increase for Bob Evans Restaurants, partially offset by a year-to-date same-store sales decline at Mimi's.
Bob Evans Restaurants experienced a same-store sales decrease of 0.5% in the second quarter of fiscal 2009, which included an average menu price increase of 2.9%. This broke a string of eight consecutive quarters of positive same store sales at Bob Evans Restaurants. We are committed to the ongoing development of new homestyle products with a Bob Evans twist, operations excellence and compelling marketing to help regain our same-store sales momentum.
Mimi's experienced a same-store sales decrease of 8.3% in the second quarter of fiscal 2009, which included an average menu price increase of 2.7%. We believe these results reflect the challenging environment in the casual dining sector, as well as pressures on consumer spending in certain key areas, particularly in California, Arizona, Florida and Nevada, which account for approximately 75% of Mimi's same-store sales. We are looking at a variety of initiatives to help re-energize same-store sales at Mimi's restaurants over the near term. See the "BEST Brand Builders" section for further discussion of these initiatives.
Same-store sales computations for a given year are based on net sales of stores that are open for at least two years prior to the start of that year. Sales of stores to be rebuilt are excluded for all periods in the computation when construction commences on the replacement building. Sales of closed stores are excluded for all periods in the computation.

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The following chart summarizes the restaurant openings and closings during the last six quarters for Bob Evans Restaurants and Mimi's:
Bob Evans Restaurants:

                                  Beginning     Opened     Closed     Ending

                   Fiscal 2009
                   1st quarter         571         0           0        571
                   2nd quarter         571         0           1        570

                   Fiscal 2008
                   1st quarter         579         0           0        579
                   2nd quarter         579         0           0        579
                   3rd quarter         579         1           0        580
                   4th quarter         580         1          10        571


Mimi's:

                                  Beginning     Opened     Closed     Ending

                   Fiscal 2009
                   1st quarter         132         3          0         135
                   2nd quarter         135         4          0         139

                   Fiscal 2008
                   1st quarter         115         1          0         116
                   2nd quarter         116         2          0         118
                   3rd quarter         118         8          0         126
                   4th quarter         126         6          0         132

Consolidated Restaurants:

                                  Beginning     Opened     Closed     Ending

                   Fiscal 2009
                   1st quarter         703         3           0        706
                   2nd quarter         706         4           1        709

                   Fiscal 2008
                   1st quarter         694         1           0        695
                   2nd quarter         695         2           0        697
                   3rd quarter         697         9           0        706
                   4th quarter         706         7          10        703

In the second quarters of fiscal 2009 and 2008, we did not open any new Bob Evans Restaurants. We opened four new Mimi's Cafés in the second quarter of fiscal 2009 compared to two openings in the corresponding period a year ago. For fiscal 2009, we plan to build one new Bob Evans Restaurant and to

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rebuild four existing restaurants. At Mimi's, we expect to open a total of 12 new restaurants in fiscal 2009 compared to 17 openings in fiscal 2008.
The food products segment experienced a sales increase of $8.1 million, or 11.6%, in the second quarter of fiscal 2009 and $15.8 million, or 11.8%, through six months of fiscal 2009 compared to the corresponding periods a year ago. The second-quarter sales increase was due largely to a 11.3% increase in the volume of comparable pounds sold (principally sausage and refrigerated mashed potatoes) compared to the corresponding period a year ago, making this the 27th consecutive quarter of positive comparable pounds sold. Comparable pounds sold is calculated using the same products in both periods and excludes new products. We plan to continue our strategy of growing through successful product introductions and additional points of distribution. We are making solid progress in penetrating supercenter retail stores, which provides another high-volume sales channel for our food products. See the "BEST Brand Builders" section for further discussion of new products and distribution. Cost of Sales
Consolidated cost of sales (cost of materials) was 31.5% of sales in the second quarter of fiscal 2009 and 30.6% through six months of fiscal 2009 compared to 30.0% and 29.8% of sales, respectively, in the corresponding periods a year ago.
In the second quarter of fiscal 2009, restaurant segment cost of sales (predominantly food cost) was 25.3% of sales (25.4% year-to-date) versus 25.6% of sales (25.5% year-to-date) in the corresponding periods last year. As a result of a favorable shift in product mix and our purchasing and procurement initiatives, we were able to mitigate the impact of commodity price increases in the quarter. The shift in product mix is primarily attributable to Mimi's "Just Enough" menu, which features higher-margin items.
The food products segment cost of sales ratio was 59.7% of sales in the second quarter (55.3% year-to-date) versus 52.4% of sales (52.5% year-to-date) in the corresponding periods a year ago. The increase in the food products segment cost of sales ratio in the second quarter was due to a 27.1% increase in sow costs this quarter versus the same quarter last year (sow costs averaged $51.19 per hundredweight in the second quarter of fiscal 2009 compared to $40.29 per hundredweight in the second quarter of fiscal 2008). The impact of higher sow costs on the food products cost of sales ratio was slightly offset by productivity initiatives that improved sow yields. Operating Wage and Fringe Benefit Expenses Consolidated operating wage and fringe benefit expenses ("operating wages") were 34.5% of sales in the second quarter of fiscal 2009 and 34.6% of sales through six months of fiscal 2009 compared to 35.1% and 35.6% of sales, respectively, in the corresponding periods last year. In the second quarter of fiscal 2009, the operating wage ratio remained flat in the restaurant segment and decreased in the food products segment when compared to the corresponding period last year.
In the restaurant segment, operating wages were 39.7% of sales in the second quarter and 39.4% of sales through six months of fiscal 2009 compared to 39.7% and 40.1% of sales, respectively, in the corresponding periods last year. Effective labor management at both of our restaurant concepts and lower health care expenses more than offset the negative leverage due to same-store sales declines at Bob Evans Restaurants in the second quarter and at Mimi's in the second quarter and year-to-date. See the "BEST Brand Builders" section for further discussion of labor management.
In the food products segment, operating wages were 11.1% of sales in the second quarter and 11.6% of sales through six months of fiscal 2009 compared to 11.4% and 11.8% of sales, respectively, in the corresponding periods last year. The decrease in the operating wage ratio was due to improved leverage as a result of increased sales volume, as discussed in the "Sales" section above. Other Operating Expenses
More than 94% of other operating expenses ("operating expenses") occurred in the restaurant segment in the second quarters of both fiscal 2009 and fiscal 2008. The most significant components of operating expenses were utilities, restaurant marketing and advertising, restaurant supplies, repair and maintenance, rent, non-income taxes and credit card processing fees. Consolidated operating expenses were 16.3% of sales in the second quarter and 16.5% of sales through six months of fiscal 2009 compared to 16.4% and 16.3% of sales, respectively, in the corresponding periods last year.
In the restaurant segment, operating expenses were 18.8% of sales in the second quarter and 18.9% of sales through six months of fiscal 2009 compared to 18.5% and 18.3% of sales, respectively, in the

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corresponding periods last year. The second-quarter increase was primarily a result of higher utility costs, which were partially offset by a $1.2 million reduction in marketing expenses in the second quarter of fiscal 2009 as a result of a shift in media spend to the first fiscal quarter this year.
In the food products segment, the operating expense ratio was 5.2% of sales in the second quarter and 5.3% through six months of fiscal 2009 compared to 5.6% and 5.7% of sales, respectively, in the corresponding periods last year. The decrease was due to better leveraging of costs as a result of increased sales volume, as discussed in the "Sales" section above. Selling, General and Administrative Expenses Consolidated selling, general and administrative ("S,G&A") expenses were 8.3% of sales in the second quarter of fiscal 2009 and 8.7% of sales through six months of fiscal 2009 compared to 8.0% and 8.2% of sales, respectively, in the corresponding periods last year. The most significant components of S,G&A expenses in the second quarter of fiscal 2009 were wages and fringe benefits, food products advertising expense and food products transportation costs. Additionally, there were $0.7 million in pre-tax gains on the sale of real estate in the second quarter of fiscal 2009 compared to $1.0 million in the corresponding period last year. Year-to-date, net pre-tax gains on the sale of real estate totaled $0.7 million this year compared to $2.0 million last year. Also year-to-date, S,G&A was negatively impacted by an approximately $0.7 million charge for a legal settlement in the first quarter of 2009.
We adopted FAS No. 123 (R), "Share-Based Payment," in the first quarter of fiscal 2007. The most significant aspect of this accounting pronouncement was the requirement to expense the fair value of stock option grants. We significantly reduced the issuance of stock options and implemented a performance incentive plan that predominantly uses restricted stock, stock grants and cash awards. Pre-tax expense associated with stock options and the performance incentive plan was $1.0 million in the second quarter of fiscal 2009 and $5.8 million through six months of fiscal 2009 compared to $0.7 million and $4.7 million, respectively, in the corresponding periods last year. Of the fiscal 2009 amount, $0.8 million ($4.5 million year-to-date) was recorded in the restaurant segment and $0.2 million ($1.3 million year-to-date) was recorded in the food products segment. Of the fiscal 2008 amount, $0.5 million ($3.6 million year-to-date) was recorded in the restaurant segment and $0.2 million ($1.1 million year-to-date) was recorded in the food products segment. Nearly all of this expense is reflected in S,G&A. We expect the expense associated with stock options and the performance incentive plan to approximate $7.7 million for all of fiscal 2009 compared to $6.3 million recorded for the full year in fiscal 2008.
Additionally, in the food products segment, SG&A was negatively impacted by a $1.2 million increase in marketing expense in the second quarter of fiscal 2009 compared to the corresponding period a year ago. The increase in the quarter is due to the timing of marketing spend, which was weighted more heavily in the second quarter this year.
Interest
Net interest expense for the second quarter of fiscal 2009 and through six months of fiscal 2009, compared to the corresponding periods last year, was as follows:

                                                             Three Months Ended                              Six Months Ended
           (dollars in thousands)                   Oct. 24, 2008           Oct. 26, 2007          Oct. 24, 2008          Oct. 26, 2007

Gross interest expense:
Fixed-rate debt                                    $         2,629         $         1,670        $         4,492        $         4,036
Variable-rate debt                                             852                   1,142                  1,939                  1,286

                                                   $         3,481         $         2,812        $         6,431        $         5,322
Gross interest income                                          (47 )                  (151 )                 (112 )                 (444 )

Net interest expense                               $         3,434         $         2,661        $         6,319        $         4,878

The increase in interest expense is primarily the result of additional debt incurred to fund our share repurchase program.
At Oct. 24, 2008, our outstanding debt included $102.7 million on our variable-rate revolving lines of credit and $203.1 million on our fixed-rate unsecured senior notes. A change in market interest rates will not impact interest expense associated with our fixed-rate debt, but will impact our variable-rate debt. For

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example, a 1% increase in the benchmark rate used for our revolving line of credit would increase our annual interest expense by approximately $1.0 million assuming the $102.7 million outstanding at the end of the second quarter was outstanding for the entire year.
At the beginning of the second quarter of fiscal 2009, we completed a private placement of $70.0 million in senior unsecured fixed-rate notes. We used the proceeds to replace existing debt.
Taxes
The combined federal and state income tax rates were 32.7% in the second quarter of fiscal 2009 versus 33.6% a year ago. The year-over-year decrease is primarily due to the impact of federal tax credits, mainly work-opportunity and FICA tip credits, which have remained relatively consistent with prior periods despite the decrease in pre-tax income. We anticipate the annual effective tax rate for the entire year of fiscal 2009 to approximate 33.0%. We re-evaluate the combined federal and state income tax rates each quarter. Therefore, the current projected effective tax rate for the entire year may change. Liquidity and Capital Resources
Cash generated from operations and draws on our revolving lines of credit have been used as the main source of funds for working capital requirements and capital expenditures. Cash and equivalents totaled $14.6 million at Oct. 24, 2008. The bank lines of credit of $180.0 million are available for liquidity needs, capital expansion and repurchases of Bob Evans common stock, and $102.7 million was outstanding on these lines of credit at Oct. 24, 2008. Draws on the lines of credit are limited by the amount ($2.5 million at Oct. 24, 2008) on certain of our standby letters-of-credit.
During the second quarter of fiscal 2009, we repurchased 104,000 shares of our outstanding common stock. We plan to repurchase approximately one million shares this fiscal year, and are authorized to repurchase up to three million total shares under the program in fiscal 2009.
Capital expenditures consist of purchases of land for future restaurant sites, new and rebuilt restaurants, production plant improvements, purchases of new and replacement furniture and equipment, and ongoing remodeling programs. Capital expenditures were $47.3 million through six months of fiscal 2009 compared to $62.1 million in the corresponding period last year. For fiscal 2009, we decreased the growth rate of Bob Evans Restaurants and Mimi's to approximately 1 and 12 new locations, respectively. Bob Evans Restaurants and Mimi's openings in fiscal 2008 were 2 and 17 new locations, respectively. We expect capital spending to approximate $100.0 million for all of fiscal 2009, compared to the fiscal 2008 level of $121.0 million. The decrease in capital needs is due to the lower number of expected Mimi's openings. Declining sales trends coupled with poor economic trends and high operating costs in certain parts of the country, particularly in California, Florida, Arizona and Nevada, could affect our future development plans and capital spending for Mimi's.
At the beginning of the second quarter of fiscal 2009, we completed a private placement of $70 million in senior unsecured fixed-rate notes. We used the proceeds to replace existing debt.
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