UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended July 24, 2009
 OR
 o
    
    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.
  Delaware
    
    31-4421866(State or other jurisdiction of incorporation 
or organization)
    
    (I.R.S. Employer
Identification No.)
  
    
  
  þ o
 o o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



BOB EVANS FARMS, INC.
PART I  FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS


CONSOLIDATED BALANCE SHEETS
 Dollars in thousandsUnauditedJuly 24, 2009
    
    
    April 24, 2009AssetsCurrent AssetsCash and equivalents
    
    $
    21,902
    
    
    $
    13,606Accounts receivable
    
    
    22,725
    
    
    
    23,045Inventories
    
    
    27,034
    
    
    
    31,087Deferred income taxes
    
    
    11,211
    
    
    
    11,211Prepaid expenses
    
    
    3,686
    
    
    
    1,311Total Current Assets
    
    
    86,558
    
    
    
    80,260Property, Plant and Equipment
    
    
    1,642,988
    
    
    
    1,630,268Less accumulated depreciation
    
    
    645,132
    
    
    
    627,576Net Property, Plant and Equipment
    
    
    997,856
    
    
    
    1,002,692Other AssetsDeposit and other
    
    
    4,410
    
    
    
    4,856Long-term investments
    
    
    19,115
    
    
    
    15,936Goodwill
    
    
    1,567
    
    
    
    1,567Other intangible assets
    
    
    42,132
    
    
    
    42,337Total Other Assets
    
    
    67,224
    
    
    
    64,696$
    1,151,638
    
    
    $
    1,147,648Liabilities and Stockholders EquityCurrent LiabilitiesLines of credit
    
    $
    67,000
    
    
    $
    67,000Current maturities of long-term debt
    
    
    26,904
    
    
    
    26,904Accounts payable
    
    
    24,118
    
    
    
    32,220Federal and state income taxes
    
    
    11,759
    
    
    
    9,867Accrued nonincome taxes
    
    
    22,032
    
    
    
    22,670Accrued wages and related liabilities
    
    
    21,818
    
    
    
    27,724Self-insurance
    
    
    23,479
    
    
    
    23,833Deferred revenue
    
    
    12,898
    
    
    
    14,103Other accrued expenses
    
    
    21,239
    
    
    
    21,484Total Current Liabilities
    
    
    231,247
    
    
    
    245,805Long-Term LiabilitiesDeferred compensation
    
    
    22,235
    
    
    
    19,808Federal and state income taxes
    
    
    12,503
    
    
    
    13,605Deferred income taxes
    
    
    70,850
    
    
    
    70,883Deferred rent
    
    
    23,871
    
    
    
    23,649Long-term debt
    
    
    176,192
    
    
    
    176,192Total Long-Term Liabilities
    
    
    305,651
    
    
    
    304,137Stockholders EquityCommon stock, $.01 par value; authorized 100,000,000 shares;
issued 42,638,118 shares at July 24, 2009 and April 24, 2009
    
    
    426
    
    
    
    426Capital in excess of par value
    
    
    175,552
    
    
    
    173,970Retained earnings
    
    
    749,868
    
    
    
    738,668Treasury stock, 11,647,421 shares at July 24, 2009 and 11,925,872 shares at
April 24, 2009, at cost
    
    
    (311,106
    )
    
    
    (315,358
    )Total Stockholders Equity
    
    
    614,740
    
    
    
    597,706$
    1,151,638
    
    
    $
    1,147,648
  -2-




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##### 



CONSOLIDATED STATEMENTS OF INCOME  UNAUDITED
 (Dollars in thousands, except per share amounts)Three Months EndedJuly 24, 2009
    
    
    July 25, 2008Net Sales
    
    $
    429,480
    
    
    $
    440,287Cost of sales
    
    
    125,494
    
    
    
    130,396Operating wage and fringe benefit expenses
    
    
    150,051
    
    
    
    152,705Other operating expenses
    
    
    69,451
    
    
    
    73,560Selling, general and administrative expenses
    
    
    38,362
    
    
    
    40,167Depreciation and amortization expense
    
    
    20,983
    
    
    
    19,939Operating Income
    
    
    25,139
    
    
    
    23,520Net interest expense
    
    
    2,740
    
    
    
    2,885Income Before Income Taxes
    
    
    22,399
    
    
    
    20,635Provisions for income taxes
    
    
    6,284
    
    
    
    6,826Net Income
    
    $
    16,115
    
    
    $
    13,809Earnings Per Share  Basic
    
    $
    0.52
    
    
    $
    0.45Earnings Per Share  Diluted
    
    $
    0.52
    
    
    $
    0.45Cash Dividends Paid Per Share
    
    $
    0.16
    
    
    $
    0.14
  -3-




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##### 



CONSOLIDATED STATEMENTS OF CASH FLOWS  UNAUDITED
 (Dollars in thousands)Three Months EndedJuly 24, 2009
    
    
    July 25, 2008Operating activities:Net income
    
    $
    16,115
    
    
    $
    13,809Adjustments to reconcile net income to net
cash provided by operating activities:Depreciation and amortization
    
    
    20,983
    
    
    
    19,939Loss on disposal of assets
    
    
    174
    
    
    
    176(Gain) loss on long-term investments
    
    
    (1,892
    )
    
    
    227Deferred compensation
    
    
    2,427
    
    
    
    1,046Compensation expense attributable to stock plans
    
    
    3,895
    
    
    
    3,790Deferred income taxes
    
    
    (33
    )
    
    
    1,294Deferred rent
    
    
    222
    
    
    
    359Cash provided by (used for) current assets
and current liabilities:Accounts receivable
    
    
    320
    
    
    
    (1,635
    )Inventories
    
    
    4,053
    
    
    
    2,625Prepaid expenses
    
    
    (2,375
    )
    
    
    (2,139
    )Accounts payable
    
    
    (8,102
    )
    
    
    (1,081
    )Federal and state income taxes
    
    
    790
    
    
    
    (4,185
    )Accrued wages and related liabilities
    
    
    (5,906
    )
    
    
    (12,131
    )Self-insurance
    
    
    (354
    )
    
    
    1,686Accrued nonincome taxes
    
    
    (638
    )
    
    
    (1,236
    )Deferred revenue
    
    
    (1,205
    )
    
    
    (973
    )Other accrued expenses
    
    
    (245
    )
    
    
    272Net cash provided by operating activities
    
    
    28,229
    
    
    
    21,843Investing activities:Purchase of property, plant and equipment
    
    
    (16,429
    )
    
    
    (21,565
    )Proceeds from sale of property, plant and equipment
    
    
    331
    
    
    
    111Purchase of long-term investments
    
    
    (1,305
    )
    
    
    (1,156
    )Other
    
    
    446
    
    
    
    (561
    )Net cash used in investing activities
    
    
    (16,957
    )
    
    
    (23,171
    )Financing activities:Cash dividends paid
    
    
    (4,915
    )
    
    
    (4,292
    )Borrowings on lines of credit
    
    
    0
    
    
    
    2,500Proceeds from issuance of treasury stock
    
    
    1,747
    
    
    
    1,211Excess tax benefits from stock-based compensation
    
    
    192
    
    
    
    233Net cash used in financing activities
    
    
    (2,976
    )
    
    
    (348
    )Increase (decrease) in cash and equivalents
    
    
    8,296
    
    
    
    (1,676
    )Cash and equivalents at the beginning of the period
    
    
    13,606
    
    
    
    7,669Cash and equivalents at the end of the period
    
    $
    21,902
    
    
    $
    5,993
  -4-




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##### 



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  UNAUDITED
 Unaudited Consolidated Financial Statements
  Earnings Per Share
   (in thousands)Three Months EndedJuly 24, 2009
    
    
    July 25, 2008Basic
    
    
    30,841
    
    
    
    30,729Effect of dilutive
stock options
    
    
    101
    
    
    
    173Diluted
    
    
    30,942
    
    
    
    30,902
 Stock-Based Compensation
  Industry Segments
  -5-




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##### 



(dollars in thousands)Three Months EndedJuly 24, 2009
    
    
    July 25, 2008SalesRestaurant operations
    
    $
    359,815
    
    
    $
    368,143Food products
    
    
    77,363
    
    
    
    81,125437,178
    
    
    
    449,268Intersegment sales of food products
    
    
    (7,698
    )
    
    
    (8,981
    )Total
    
    $
    429,480
    
    
    $
    440,287Operating incomeRestaurant operations
    
    $
    20,388
    
    
    $
    17,560Food products
    
    
    4,751
    
    
    
    5,960Total
    
    $
    25,139
    
    
    $
    23,520
 New Accounting Pronouncements
      -6-




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##### 



Taxes
   Financial Instruments
  -7-




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##### 



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Results of Operations
 General Overview
    -8-




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##### 



Consolidated Results
    
    
    Restaurant Segment
    
    
    Food Products Segment(dollars in thousands)
    
    Q1 2010
    
    
    Q1 2009
    
    
    Q1 2010
    
    
    Q1 2009
    
    
    Q1 2010
    
    
    Q1 2009Net sales
    
    $
    429,840
    
    
    $
    440,287
    
    
    $
    359,815
    
    
    $
    368,143
    
    
    $
    69,665
    
    
    $
    72,144Operating income
    
    $
    25,139
    
    
    $
    23,520
    
    
    $
    20,388
    
    
    $
    17,560
    
    
    $
    4,751
    
    
    $
    5,960Cost of sales
    
    
    29.2
    %
    
    
    29.6
    %
    
    
    24.5
    %
    
    
    25.5
    %
    
    
    53.8
    %
    
    
    50.6
    %Operating wages
    
    
    34.9
    %
    
    
    34.7
    %
    
    
    39.3
    %
    
    
    39.1
    %
    
    
    12.5
    %
    
    
    12.2
    %Other operating
    
    
    16.2
    %
    
    
    16.7
    %
    
    
    18.2
    %
    
    
    18.9
    %
    
    
    5.3
    %
    
    
    5.4
    %S,G&A
    
    
    8.9
    %
    
    
    9.1
    %
    
    
    7.1
    %
    
    
    6.8
    %
    
    
    18.5
    %
    
    
    20.8
    %Depr. & amort.
    
    
    4.9
    %
    
    
    4.6
    %
    
    
    5.2
    %
    
    
    4.9
    %
    
    
    3.1
    %
    
    
    2.7
    %Operating income
    
    
    5.9
    %
    
    
    5.3
    %
    
    
    5.7
    %
    
    
    4.8
    %
    
    
    6.8
    %
    
    
    8.3
    %
  Restaurant Segment Overview
   Food Products Segment Overview
   -9-




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##### 



Sales
         Beginning
    
    Opened
    
    Closed
    
    EndingFiscal 20101st quarter
    
    
    570
    
    
    
    0
    
    
    
    1
    
    
    
    569Fiscal 20091st quarter
    
    
    571
    
    
    
    0
    
    
    
    0
    
    
    
    5712nd quarter
    
    
    571
    
    
    
    0
    
    
    
    1
    
    
    
    5703rd quarter
    
    
    570
    
    
    
    0
    
    
    
    1
    
    
    
    5694th quarter
    
    
    569
    
    
    
    1
    
    
    
    0
    
    
    
    570
 -10-




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##### 



Beginning
    
    Opened
    
    Closed
    
    EndingFiscal 20101st quarter
    
    
    144
    
    
    
    0
    
    
    
    0
    
    
    
    144Fiscal 20091st quarter
    
    
    132
    
    
    
    3
    
    
    
    0
    
    
    
    1352nd quarter
    
    
    135
    
    
    
    4
    
    
    
    0
    
    
    
    1393rd quarter
    
    
    139
    
    
    
    2
    
    
    
    0
    
    
    
    1414th quarter
    
    
    141
    
    
    
    3
    
    
    
    0
    
    
    
    144
  Beginning
    
    Opened
    
    Closed
    
    EndingFiscal 20101st quarter
    
    
    714
    
    
    
    0
    
    
    
    1
    
    
    
    713Fiscal 20091st quarter
    
    
    703
    
    
    
    3
    
    
    
    0
    
    
    
    7062nd quarter
    
    
    706
    
    
    
    4
    
    
    
    1
    
    
    
    7093rd quarter
    
    
    709
    
    
    
    2
    
    
    
    1
    
    
    
    7104th quarter
    
    
    710
    
    
    
    4
    
    
    
    0
    
    
    
    714
   Cost of Sales
    Operating Wage and Fringe Benefit Expenses
  -11-




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##### 



Other Operating Expenses
    Selling, General and Administrative Expenses
    Interest
  Three Months Ended(dollars in thousands)
    
    July 24, 2009
    
    
    July 25, 2008Gross interest expense:Fixed-rate debt
    
    $
    2,587
    
    
    $
    1,863Variable-rate debt
    
    
    158
    
    
    
    1,087$
    2,745
    
    
    
    2,950Gross interest income
    
    
    (5
    )
    
    
    (65
    )Net interest expense
    
    $
    2,740
    
    
    $
    2,885
 -12-




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##### 



Taxes
  Liquidity and Capital Resources
    BEST Brand Builders
  
    
    Win together as a team
    
    Consistently drive sales growth
    
    Improve margins with an eye on customer satisfaction
    
    Be the BEST at operations execution
    
    Increase returns on invested capital
  -13-




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##### 



-14-




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##### 



Business Outlook
   -15-




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##### 



-16-




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##### 



ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    ITEM 4.
    
    CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  
    
    information required to be disclosed by Bob Evans in this Quarterly Report on Form 10-Q
and other reports that Bob Evans files or submits under the Exchange Act would be
accumulated and communicated to Bob Evans management, including its principal executive
officer and principal financial officer, as appropriate to allow timely decisions regarding
required disclosure;
    
    information required to be disclosed by Bob Evans in this Quarterly Report on Form 10-Q
and other reports that Bob Evans files or submits under the Exchange Act would be recorded,
processed, summarized and reported within the time periods specified in the SECs rules and
forms; and
    
    Bob Evans disclosure controls and procedures are effective as of the end of the period
covered by this Quarterly Report on Form 10-Q to ensure that material information relating
to Bob Evans and its consolidated subsidiaries is made known to them, particularly during
the period in which the periodic reports of Bob Evans, including this Quarterly Report on
Form 10-Q, are being prepared.
 Changes in Internal Control Over Financial Reporting
  -17-




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##### 



PART II  OTHER INFORMATION
 ITEM 1.
    
    LEGAL PROCEEDINGS.
 Leonard
Flores v. SWH Corporation d/b/a Mimis Café
   ITEM 1A.
    
    RISK FACTORS.
  ITEM 2.
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
  ITEM 3.
    
    DEFAULTS UPON SENIOR SECURITIES.
  ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
  ITEM 5.
    
    OTHER INFORMATION.
  -18-




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##### 



ITEM 6.
    
    EXHIBITS.
 Exhibit No.
    
    Description
    
    Location10
    
    First Amendment to the Bob Evans
Farms, Inc. and Affiliates Third
Amended and Restated Supplemental
Executive Retirement Plan dated June 10,
2009
    
    Filed herewith31.1
    
    Rule 13a-14(a)/15d-14(a)
Certification (Principal Executive
Officer)
    
    Filed herewith31.2
    
    Rule 13a-14(a)/15d-14(a)
Certification (Principal Financial
Officer)
    
    Filed herewith32.1
    
    Section 1350 Certification (Principal
Executive Officer)
    
    Filed herewith32.2
    
    Section 1350 Certification (Principal
Financial Officer)
    
    Filed herewith
 -19-




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##### 



SIGNATURES
  BOB EVANS FARMS, INC.By:
    
    /s/ Steven A. DavisSteven A. DavisChairman and Chief Executive Officer(Principal Executive Officer)By:
    
    /s/ Donald J. RadkoskiDonald J. Radkoski*Chief Financial Officer(Principal Financial Officer)August 28, 2009Date
 
 *
    
    Donald J. Radkoski has been duly authorized to sign on behalf of the Registrant as
its principal financial officer. -20-




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##### 



Exhibit No.
    
    Description
    
    Location10
    
    First Amendment to the
Bob Evans Farms, Inc. and
Affiliates Third Amended and
Restated Supplemental Executive
Retirement Plan dated June 10, 2009
    
    Filed herewith31.1
    
    Rule 13a-14(a)/15d-14(a)
Certification (Principal
Executive Officer)
    
    Filed herewith31.2
    
    Rule 13a-14(a)/15d-14(a)
Certification (Principal
Financial Officer)
    
    Filed herewith32.1
    
    Section 1350 Certification
(Principal Executive Officer)
    
    Filed herewith32.2
    
    Section 1350 Certification
(Principal Financial Officer)
    
    Filed herewith
 -21-