UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended October 23, 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(Do not check if a smaller reporting company)
Smaller Reporting Company o  o þ




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##### 



BOB EVANS FARMS, INC.
PART I  FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
 Dollars in thousandsUnauditedOct. 23, 2009
    
    
    April 24, 2009AssetsCurrent AssetsCash and equivalents
    
    $
    11,498
    
    
    $
    13,606Accounts receivable
    
    
    27,161
    
    
    
    23,045Inventories
    
    
    29,206
    
    
    
    31,087Deferred income taxes
    
    
    11,211
    
    
    
    11,211Prepaid expenses
    
    
    3,321
    
    
    
    1,311Total Current Assets
    
    
    82,397
    
    
    
    80,260Property, Plant and Equipment
    
    
    1,654,821
    
    
    
    1,630,268Less accumulated depreciation
    
    
    664,631
    
    
    
    627,576Net Property, Plant and Equipment
    
    
    990,190
    
    
    
    1,002,692Other AssetsDeposits and other
    
    
    5,170
    
    
    
    4,856Long-term investments
    
    
    21,322
    
    
    
    15,936Goodwill
    
    
    1,567
    
    
    
    1,567Other intangible assets
    
    
    41,927
    
    
    
    42,337Total Other Assets
    
    
    69,986
    
    
    
    64,696$
    1,142,573
    
    
    $
    1,147,648Liabilities and Stockholders EquityCurrent LiabilitiesLines of credit
    
    $
    64,000
    
    
    $
    67,000Current maturities of long-term debt
    
    
    26,905
    
    
    
    26,904Accounts payable
    
    
    25,652
    
    
    
    32,220Federal and state income taxes
    
    
    7,313
    
    
    
    9,867Accrued nonincome taxes
    
    
    24,599
    
    
    
    22,670Accrued wages and related liabilities
    
    
    23,890
    
    
    
    27,724Self-insurance
    
    
    24,552
    
    
    
    23,833Deferred revenue
    
    
    12,040
    
    
    
    14,103Other accrued expenses
    
    
    24,648
    
    
    
    21,484Total Current Liabilities
    
    
    233,599
    
    
    
    245,805Long-Term LiabilitiesDeferred compensation
    
    
    24,429
    
    
    
    19,808Federal and state income taxes
    
    
    12,945
    
    
    
    13,605Deferred income taxes
    
    
    70,817
    
    
    
    70,883Deferred rent
    
    
    24,070
    
    
    
    23,649Long-term debt
    
    
    149,287
    
    
    
    176,192Total Long-Term Liabilities
    
    
    281,548
    
    
    
    304,137Stockholders EquityCommon stock, $.01 par value; authorized 100,000,000 shares;
issued 42,638,118 shares at Oct. 23, 2009, and April 24, 2009
    
    
    426
    
    
    
    426Capital in excess of par value
    
    
    177,286
    
    
    
    173,970Retained earnings
    
    
    760,391
    
    
    
    738,668Treasury stock, 11,615,775 shares at Oct. 23, 2009, and 11,925,872 shares at
April 24, 2009, at cost
    
    
    (310,677
    )
    
    
    (315,358
    )Total Stockholders Equity
    
    
    627,426
    
    
    
    597,706$
    1,142,573
    
    
    $
    1,147,648
  -2-




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##### 



CONSOLIDATED STATEMENTS OF INCOME  UNAUDITED
 (Dollars in thousands, except per share amounts)Three Months Ended
    
    
    Six Months EndedOct. 23, 2009
    
    
    Oct. 24, 2008
    
    
    Oct. 23, 2009
    
    
    Oct. 24, 2008Net Sales
    
    $
    424,847
    
    
    $
    435,455
    
    
    $
    854,327
    
    
    $
    875,742Cost of sales
    
    
    123,310
    
    
    
    137,219
    
    
    
    248,804
    
    
    
    267,615Operating wage and fringe benefit expenses
    
    
    148,971
    
    
    
    150,377
    
    
    
    299,022
    
    
    
    303,082Other operating expenses
    
    
    70,727
    
    
    
    71,204
    
    
    
    140,178
    
    
    
    144,764Selling, general and administrative expenses
    
    
    36,254
    
    
    
    35,998
    
    
    
    74,616
    
    
    
    76,165Depreciation and amortization expense
    
    
    20,678
    
    
    
    20,375
    
    
    
    41,661
    
    
    
    40,314Operating Income
    
    
    24,907
    
    
    
    20,282
    
    
    
    50,046
    
    
    
    43,802Net interest expense
    
    
    2,537
    
    
    
    3,434
    
    
    
    5,277
    
    
    
    6,319Income Before Income Taxes
    
    
    22,370
    
    
    
    16,848
    
    
    
    44,769
    
    
    
    37,483Provision for income taxes
    
    
    6,888
    
    
    
    5,509
    
    
    
    13,172
    
    
    
    12,335Net Income
    
    $
    15,482
    
    
    $
    11,339
    
    
    $
    31,597
    
    
    $
    25,148Earnings Per Share  Basic
    
    $
    0.50
    
    
    $
    0.37
    
    
    $
    1.02
    
    
    $
    0.82Earnings Per Share  Diluted
    
    $
    0.50
    
    
    $
    0.37
    
    
    $
    1.02
    
    
    $
    0.81Cash Dividends Paid Per Share
    
    $
    0.16
    
    
    $
    0.14
    
    
    $
    0.32
    
    
    $
    0.28
  -3-




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##### 



CONSOLIDATED STATEMENTS OF CASH FLOWS  UNAUDITED
 (Dollars in thousands)Six Months EndedOct. 23, 2009
    
    
    Oct. 24, 2008Operating activities:Net income
    
    $
    31,597
    
    
    $
    25,148Adjustments to reconcile net income to net
cash provided by operating activities:Depreciation and amortization
    
    
    41,661
    
    
    
    40,314Loss (gain) on disposal/impairment of assets
    
    
    1,772
    
    
    
    (404
    )(Gain) loss on long-term investments
    
    
    (4,042
    )
    
    
    2,116Deferred compensation
    
    
    4,621
    
    
    
    (778
    )Compensation expense attributable to stock plans
    
    
    5,097
    
    
    
    5,102Deferred income taxes
    
    
    (66
    )
    
    
    1,294Deferred rent
    
    
    421
    
    
    
    747Cash provided by (used for) current assets
and current liabilities:Accounts receivable
    
    
    (4,116
    )
    
    
    (5,237
    )Inventories
    
    
    1,881
    
    
    
    385Prepaid expenses
    
    
    (2,010
    )
    
    
    (1,847
    )Accounts payable
    
    
    (6,568
    )
    
    
    3,414Federal and state income taxes
    
    
    (3,214
    )
    
    
    (7,249
    )Accrued wages and related liabilities
    
    
    (3,834
    )
    
    
    (6,203
    )Self-insurance
    
    
    719
    
    
    
    2,236Accrued nonincome taxes
    
    
    1,929
    
    
    
    363Deferred revenue
    
    
    (2,063
    )
    
    
    (1,745
    )Other accrued expenses
    
    
    3,164
    
    
    
    (1,474
    )Net cash provided by operating activities
    
    
    66,949
    
    
    
    56,182Investing activities:Purchase of property, plant and equipment
    
    
    (30,865
    )
    
    
    (47,252
    )Proceeds from sale of property, plant and equipment
    
    
    381
    
    
    
    1,938Purchase of long-term investments
    
    
    (1,381
    )
    
    
    (1,604
    )Other
    
    
    (314
    )
    
    
    90Net cash used in investing activities
    
    
    (32,179
    )
    
    
    (46,828
    )Financing activities:Cash dividends paid
    
    
    (9,874
    )
    
    
    (8,599
    )Payments on lines of credit
    
    
    (3,000
    )
    
    
    (35,800
    )Proceeds from debt issuance
    
    
    0
    
    
    
    70,000Principal payments on long-term debt
    
    
    (26,904
    )
    
    
    (26,904
    )Purchase of treasury stock
    
    
    0
    
    
    
    (3,023
    )Proceeds from issuance of treasury stock
    
    
    2,706
    
    
    
    1,610Excess tax benefits from stock-based compensation
    
    
    194
    
    
    
    289Net cash used in financing activities
    
    
    (36,878
    )
    
    
    (2,427
    )(Decrease) increase in cash and equivalents
    
    
    (2,108
    )
    
    
    6,927Cash and equivalents at the beginning of the period
    
    
    13,606
    
    
    
    7,669Cash and equivalents at the end of the period
    
    $
    11,498
    
    
    $
    14,596
  -4-




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##### 



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 UNAUDITED
 1.
    
    Unaudited Consolidated Financial Statements
 The accompanying unaudited consolidated financial statements of Bob Evans Farms, Inc.
(Bob Evans) and its subsidiaries (collectively, Bob Evans and its subsidiaries are
referred to as the Company, we, us and our) 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 our Form 10-K filing. In the opinion of management, all adjustments (consisting of
normal recurring adjustments) considered necessary for a fair presentation of our financial
position and results of operations have been included. The consolidated financial statements
are not necessarily indicative of the results of operations for a full fiscal year. Except
as described in this Form 10-Q, no significant changes have occurred in the disclosures made
in our Form 10-K for the fiscal year ended April 24, 2009 (refer to the Form 10-K for a
summary of significant accounting policies followed in the preparation of the consolidated
financial statements).
 2.
    
    Earnings Per Share
 Basic earnings-per-share computations are based on the weighted-average number of
shares of common stock outstanding during the period presented. Diluted earnings-per-share
calculations reflect the assumed exercise and conversion of employee stock options.
 The numerator in calculating both basic and diluted earnings per share for each period
was reported net income. The denominator was based on the following weighted-average number
of common shares outstanding:
 (in thousands)Three Months Ended
    
    Six Months EndedOct. 23, 2009
    
    Oct. 24, 2008
    
    Oct. 23, 2009
    
    Oct. 24, 2008Basic
    
    
    
    31,005
    
    
    
    30,822
    
    
    
    30,923
    
    
    
    30,775Effect of dilutive
stock options
    
    
    
    113
    
    
    
    108
    
    
    
    112
    
    
    
    146Diluted
    
    
    
    31,118
    
    
    
    30,930
    
    
    
    31,035
    
    
    
    30,921
 3.
    
    Stock-Based Compensation
 We account for stock-based compensation in accordance with the Compensation-Stock
Compensation Topic of the Financial Accounting Standards Board (FASB) Accounting Standards
Codification (ASC). Accordingly, stock-based compensation is measured based on the fair
value of the award on the grant date and is recognized over the vesting period of the award
on a straight-line basis. Awards to retirement-eligible employees (as determined under the
terms of the compensation plan under which the award is granted) are subject to immediate
expensing in full upon grant. Total stock-based compensation expense of $1.2 million and
$1.3 million for the second quarters of fiscal 2010 and 2009, respectively, and $5.1 million
for the first six months of both fiscal 2010 and 2009 is included in the Consolidated
Statements of Income.
 4.
    
    Industry Segments
 Our business includes restaurant operations and the processing, distribution and
sale of food products. The revenues from these segments include both sales to
unaffiliated customers and intersegment sales, which are accounted for on a basis
consistent with sales to unaffiliated customers. Intersegment sales and other
intersegment transactions have been eliminated in the consolidated financial statements.
Information on our operating segments is summarized as follows:
 -5-




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##### 



(in thousands)Three Months Ended
    
    
    Six Months EndedOct. 23, 2009
    
    
    Oct. 24, 2008
    
    
    Oct. 23, 2009
    
    
    Oct. 24, 2008SalesRestaurant operations
    
    
    $
    345,385
    
    
    $
    357,230
    
    
    $
    705,200
    
    
    $
    725,373Food products
    
    
    
    88,535
    
    
    
    87,099
    
    
    
    165,898
    
    
    
    168,224433,920
    
    
    
    444,329
    
    
    
    871,098
    
    
    
    893,597Intersegment sales of food products
    
    
    
    (9,073
    )
    
    
    (8,874
    )
    
    
    (16,771
    )
    
    
    (17,855
    )Total
    
    
    $
    424,847
    
    
    $
    435,455
    
    
    $
    854,327
    
    
    $
    875,742Operating incomeRestaurant operations
    
    
    $
    16,324
    
    
    $
    19,370
    
    
    $
    36,712
    
    
    $
    36,930Food products
    
    
    
    8,583
    
    
    
    912
    
    
    
    13,334
    
    
    
    6,872Total
    
    
    $
    24,907
    
    
    $
    20,282
    
    
    $
    50,046
    
    
    $
    43,802
 5.
    
    New Accounting Pronouncements
 The Fair Value Measurements and Disclosures Topic of the FASB ASC clarifies the
definition of fair value, establishes a framework for measuring fair value and expands the
disclosures for fair value measurements. The guidance is effective for fiscal years
beginning after November 15, 2007 (our fiscal 2009), for financial assets and liabilities,
as well as for any other assets and liabilities that are carried at fair value on a
recurring basis in the financial statements. The guidance is effective in our fiscal 2010
for all other nonfinancial assets and liabilities. The adoption of this statement did not
have a material effect on our consolidated financial position or results of operations.
 The Financial Instruments Topic of the FASB ASC increases the frequency of fair value
disclosures for financial instruments within the scope of the Topic to a quarterly basis
rather than annually. This guidance is effective for interim and annual periods ending
after June 15, 2009. We adopted this guidance in the first quarter of fiscal 2010. Except
for the disclosure requirements, the adoption of this guidance did not have a material
effect on our consolidated financial position or results of operations.
 The Business Combinations Topic of the FASB ASC is effective for our fiscal 2010 and
requires that the acquisition method of accounting be applied to a broader set of business
combinations, amends the definition of a business combination, provides a definition of a
business, requires an acquirer to recognize an acquired business at its fair value at the
acquisition date, and requires the assets and liabilities assumed in a business combination
to be measured and recognized at their fair values as of the acquisition date (with limited
exceptions). The effect of this guidance on future periods will depend on the nature and
significance of any acquisitions we subsequently make that are subject to this statement.
 The Generally Accepted Accounting Principles Topic of the FASB ASC identifies the
sources of accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are presented in
conformity with generally accepted accounting principles in the United States. The guidance
is effective for interim and annual fiscal periods ending after September 15, 2009 (our
fiscal 2010 second quarter). We adopted this statement in the first quarter of fiscal 2010
and it did not have a material effect on our consolidated financial position or results of
operations.
 The Subsequent Events Topic of the FASB ASC establishes general standards for the
accounting and disclosure of events that occur after the balance sheet date, but before
financial statements are issued or are available to be issued. The guidance is effective
for interim and annual fiscal periods ending after June 15, 2009 (our fiscal 2010), and we
adopted this guidance in the first quarter of fiscal 2010. The adoption of this statement
did not have a material effect on our consolidated financial position or results of
operations. We evaluated all events or transactions that
occurred after October 23, 2009, through December 2, 2009, the date we issued these
financial statements. During this period, we did not have any material recognizable
subsequent events.
 -6-




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##### 



6.
    
    Taxes
 The combined federal and state income tax rates were 30.8% in the second quarter of
fiscal 2010 versus 32.7% in the corresponding period a year ago. This year-over-year
decrease was primarily due to the favorable tax treatment of certain insurance items,
including proceeds of $1.2 million we received from corporate-owned life insurance policies.
 Our effective income tax rate is evaluated each quarter. The effective income tax rate
for the quarter may or may not represent the expected annual effective tax rate for the
entire fiscal year and includes the impact of discrete items for the quarter.
 7.
    
    Long-Term Debt
 In the second quarter of fiscal 2009, we completed a private placement of $70 million
in senior unsecured fixed-rated notes. The notes were issued pursuant to a Note Purchase
Agreement dated July 28, 2008. The notes were issued in two series. The $40 million Series
A senior notes bear interest at 6.39% and mature on July 28, 2014, with a mandatory
prepayment of $20 million due on July 28, 2012. The $30 million Series B senior notes bear
interest at 6.39% and mature on July 28, 2013.
 The net proceeds from the notes were used to repay outstanding debt under existing bank
credit facilities and to repay a portion of the outstanding senior notes we issued in 2004
in connection with our acquisition of SWH Corporation (d/b/a Mimis Café).
 8.
    
    Financial Instruments
 The fair values of our financial instruments (other than long-term debt) approximate
their carrying values at October 23, 2009. At October 23, 2009, the estimated fair value of
our long-term debt approximated $178.5 million compared to a carrying amount of $176.2
million. We estimate the fair value of our long-term debt based on the current interest
rates offered for debt of the same maturities. We do not use derivative financial
instruments for speculative purposes.
 9.
    
    Impairment
 During the second quarter of fiscal 2010, we recorded a pretax impairment charge of
$1.5 million (reflected in selling, general and administrative expenses) related to certain
property, plant and equipment of previously closed Bob Evans Restaurants in the restaurant
segment. In accordance with the Property, Plant and Equipment Topic of the FASB ASC, we
wrote down the carrying value of the underlying assets to their fair value as of October 23,
2009. Fair value was determined based on independent appraisals, which we deemed to be
Level 3 inputs under the Fair Value Measurements and Disclosures Topic of the FASB ASC.
 -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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##### 



(dollars in thousands)
    
    Consolidated Results
    
    Restaurant Segment
    
    Food Products SegmentQ2 2010
    
    Q2 2009
    
    Q2 2010
    
    Q2 2009
    
    Q2 2010
    
    Q2 2009Net sales
    
    $
    424,847
    
    
    $
    435,455
    
    
    $
    345,385
    
    
    $
    357,230
    
    
    $
    79,462
    
    
    $
    78,225Operating income
    
    $
    24,907
    
    
    $
    20,282
    
    
    $
    16,324
    
    
    $
    19,370
    
    
    $
    8,583
    
    
    $
    912Cost of sales
    
    
    29.0
    %
    
    
    31.5
    %
    
    
    24.5
    %
    
    
    25.3
    %
    
    
    49.0
    %
    
    
    59.7
    %Operating wages
    
    
    35.1
    %
    
    
    34.5
    %
    
    
    40.2
    %
    
    
    39.7
    %
    
    
    12.8
    %
    
    
    11.1
    %Other operating
    
    
    16.6
    %
    
    
    16.3
    %
    
    
    19.2
    %
    
    
    18.8
    %
    
    
    5.5
    %
    
    
    5.2
    %S,G&A
    
    
    8.5
    %
    
    
    8.3
    %
    
    
    6.1
    %
    
    
    5.6
    %
    
    
    19.0
    %
    
    
    20.3
    %Depr. & amort.
    
    
    4.9
    %
    
    
    4.7
    %
    
    
    5.3
    %
    
    
    5.2
    %
    
    
    2.9
    %
    
    
    2.5
    %Operating income
    
    
    5.9
    %
    
    
    4.7
    %
    
    
    4.7
    %
    
    
    5.4
    %
    
    
    10.8
    %
    
    
    1.2
    %
 Restaurant Segment Overview
   Food Products Segment Overview
    Sales
  -9-




---



##### 



Beginning
    
    Opened
    
    Closed
    
    EndingFiscal 20101st quarter
    
    
    
    570
    
    
    
    0
    
    
    
    1
    
    
    
    5692nd quarter
    
    
    
    569
    
    
    
    0
    
    
    
    0
    
    
    
    569Fiscal 20091st quarter
    
    
    
    571
    
    
    
    0
    
    
    
    0
    
    
    
    5712nd quarter
    
    
    
    571
    
    
    
    0
    
    
    
    1
    
    
    
    5703rd quarter
    
    
    
    570
    
    
    
    0
    
    
    
    1
    
    
    
    5694th quarter
    
    
    
    569
    
    
    
    1
    
    
    
    0
    
    
    
    570
 -10-




---



##### 



Beginning
    
    Opened
    
    Closed
    
    EndingFiscal 20101st quarter
    
    
    
    144
    
    
    
    0
    
    
    
    0
    
    
    
    1442nd quarter
    
    
    
    144
    
    
    
    1
    
    
    
    0
    
    
    
    145Fiscal 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
    
    
    
    7132nd quarter
    
    
    
    713
    
    
    
    1
    
    
    
    0
    
    
    
    714Fiscal 20091st quarter
    
    
    
    703
    
    
    
    3
    
    
    
    0
    
    
    
    7062nd quarter
    
    
    
    706
    
    
    
    4
    
    
    
    1
    
    
    
    7093rd quarter
    
    
    
    709
    
    
    
    2
    
    
    
    1
    
    
    
    7104th quarter
    
    
    
    710
    
    
    
    4
    
    
    
    0
    
    
    
    714
   -11-




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##### 



Cost of Sales
    Operating Wage and Fringe Benefit Expenses
    Other Operating Expenses
    -12-




---



##### 



Selling, General and Administrative Expenses
    Interest
  Three Months Ended
    
    
    Six Months Ended(dollars in thousands)
    
    
    Oct. 23, 2009
    
    
    Oct. 24, 2008
    
    
    Oct. 23, 2009
    
    
    Oct. 24, 2008Gross interest expense:Fixed-rate debt
    
    
    $
    2,398
    
    
    $
    2,629
    
    
    $
    4,985
    
    
    $
    4,492Variable-rate debt
    
    
    
    144
    
    
    
    852
    
    
    
    302
    
    
    
    1,939$
    2,542
    
    
    $
    3,481
    
    
    $
    5,287
    
    
    $
    6,431Gross interest income
    
    
    
    (5
    )
    
    
    (47
    )
    
    
    (10
    )
    
    
    (112
    )Net interest expense
    
    
    $
    2,537
    
    
    $
    3,434
    
    
    $
    5,277
    
    
    $
    6,319
   Taxes
  -13-




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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
   -14-




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-15-




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Business Outlook
  rd
 -16-




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-17-




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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
  -18-




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PART II  OTHER INFORMATION
 ITEM 1. LEGAL PROCEEDINGS.
  Leonard Flores, et al. v. SWH
Corporation d/b/a Mimis Café
 Flores
 Edder Diaz and Rosolyn Gray, et al. vs.
SWH Corporation d/b/a Mimis
 Diaz
  ITEM 1A. RISK FACTORS.
  ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
  -19-




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##### 



MaximumTotal Number of
    
    Number of SharesShares Purchased
    
    that May Yet beas Part of Publicly
    
    Purchased UnderTotal Number of
    
    Average Price
    
    Announced Plans
    
    the Plans orPeriod
    
    Shares Purchased
    
    Paid Per Share
    
    or Programs
    
    Programs (a)7/25/09-8/21/09
    
    
    46
    (b)
    
    $
    
    
    
    
    
    
    
    
    8/22/09-9/18/09
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    9/19/09-10/23/09
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    Total
    
    
    46
    (b)
    
    $
    
    
    
    
    
    
    
    
    
 
 (a)
    
    Bob Evans Farms, Inc. did not have a stock repurchase program in place during the three fiscal
months ended October 23, 2009.(b)
    
    Represents 46 shares of common stock repurchased by Bob Evans Farms, Inc. in connection with
employee stock-for-stock exercises of stock options. -20-




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##### 



ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 (a)
    
    The Annual Meeting of Stockholders of Bob Evans Farms, Inc.
(the Annual Meeting) was held on September 14, 2009. At the Annual Meeting,
30,990,982 common shares were outstanding and entitled to vote; and 25,466,866,
or 82.2%, of the outstanding common shares entitled to vote were represented in
person or by proxy.(b)
    
    Directors elected at the Annual Meeting:Larry C. Corbin
Steven A. Davis
Paul S. WilliamsDirectors whose term of office continued after the Annual Meeting:
 Cheryl L. Krueger
    
    Eileen A. MalleschG. Robert Lucas II
    
    Michael J. GasserE.W. (Bill) Ingram III
    
    Bryan G. StocktonDr. E. Gordon Gee
 (c)
    
    Matters voted upon at the Annual Meeting:
 FOR
    
    AGAINST
    
    ABSTAIN1) Election of Larry C. Corbin
    
    
    25,021,001
    
    
    
    398,404
    
    
    
    47,4612) Election of Steven A. Davis
    
    
    24,578,357
    
    
    
    840,260
    
    
    
    48,2483) Election of Paul S. Williams
    
    
    25,142,406
    
    
    
    253,149
    
    
    
    71,3114) Approval of amendment to bylaws to
provide for annual election of all
directors.
    
    
    24,729,571
    
    
    
    717,714
    
    
    
    19,5765) Approval of amendment to bylaws to
reduce stockholder approval threshold
required to amend section 3.01 of the
bylaws.
    
    
    24,363,839
    
    
    
    980,584
    
    
    
    61,4486) Ratification of the selection of
Ernst & Young as the Companys
independent registered public
accounting firm for fiscal 2010.
    
    
    25,214,196
    
    
    
    165,485
    
    
    
    26,189
 (d)
    
    Not Applicable
 -21-




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##### 



ITEM 5. OTHER INFORMATION.
  ITEM 6. EXHIBITS.
 Exhibit No.
    
    Description
    
    Location10.1
    
    Line of Credit Note from
Bob Evans Farms, Inc., an
Ohio corporation, to
JPMorgan Chase Bank, N.A.
dated as of October 1, 2009
    
    Incorporated herein by
reference to Exhibit 10 to
Bob Evans Farms, Inc.s
Current Report on Form 8-K
filed October 5, 2009 (File
No. 0-1667)31.1
    
    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
 -22-




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##### 



SIGNATURES
  BOB EVANS FARMS, INC.By:
    /s/ Steven A. DavisSteven A. Davis
Chairman and Chief Executive Officer
(Principal Executive Officer)By:
    /s/ Tod P. SpornhauerTod P. Spornhauer*Chief Financial Officer
(Principal Financial Officer) December 2, 2009Date 
 *
    
    Tod P. Spornhauer has been duly authorized to sign on behalf of the Registrant as
its principal financial officer. -23-




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##### 



Exhibit No.
    
    Description
    
    Location10.1
    
    Line of Credit Note from
Bob Evans Farms, Inc., an
Ohio corporation, to
JPMorgan Chase Bank, N.A.
dated as of October 1, 2009
    
    Incorporated herein by
reference to Exhibit 10 to
Bob Evans Farms, Inc.s
Current Report on Form 8-K
filed October 5, 2009 (File
No. 0-1667)31.1
    
    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
 -24-