##### Table of Contents



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 January 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
    
    (I.R.S. Employeror organization)
    
    Identification No.)
 
 
 
 þ 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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TABLE OF CONTENTS  PART I  FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETSITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 4. CONTROLS AND PROCEDURESPART II  OTHER INFORMATIONITEM 1. LEGAL PROCEEDINGS.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.ITEM 6. EXHIBITS.SIGNATURESINDEX TO EXHIBITSEX-10.11EX-10.12EX-10.13EX-10.14EX-10.15EX-10.16EX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents  
 
 BOB
EVANS FARMS, INC.
 PART I  FINANCIAL
INFORMATION
 ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
 (Dollars in thousands)Jan. 23, 2009
    
    
    April 25, 2008Unaudited
    
    
    AuditedASSETSCurrent assetsCash and equivalents
    
    $
    15,961
    
    
    $
    7,669Accounts receivable
    
    
    27,197
    
    
    
    19,951Inventories
    
    
    27,835
    
    
    
    31,345Deferred income taxes
    
    
    10,072
    
    
    
    10,072Prepaid expenses
    
    
    2,498
    
    
    
    1,267Assets held for sale
    
    
    0
    
    
    
    570Total Current Assets
    
    
    83,563
    
    
    
    70,874Property, plant and equipment
    
    
    1,614,395
    
    
    
    1,561,632Less accumulated depreciation
    
    
    610,316
    
    
    
    562,621Net Property, Plant and Equipment
    
    
    1,004,079
    
    
    
    999,011Other assetsDeposits and other
    
    
    4,305
    
    
    
    4,187Long-term investments
    
    
    16,930
    
    
    
    20,278Goodwill
    
    
    1,567
    
    
    
    57,729Other intangible assets
    
    
    42,541
    
    
    
    54,957Total Other Assets
    
    
    65,343
    
    
    
    137,151$
    1,152,985
    
    
    $
    1,207,036LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesLine of credit
    
    $
    86,400
    
    
    $
    138,500Current maturities of long-term debt
    
    
    26,904
    
    
    
    26,904Accounts payable
    
    
    29,331
    
    
    
    30,013Federal and state income taxes
    
    
    9,804
    
    
    
    8,528Accrued non-income taxes
    
    
    19,218
    
    
    
    22,673Accrued wages and related liabilities
    
    
    26,438
    
    
    
    32,853Self insurance
    
    
    25,853
    
    
    
    22,777Deferred revenue
    
    
    20,234
    
    
    
    12,804Other accrued expenses
    
    
    27,855
    
    
    
    31,152Total Current Liabilities
    
    
    272,037
    
    
    
    326,204Long-term liabilitiesDeferred compensation
    
    
    20,991
    
    
    
    26,478Federal and state income taxes
    
    
    16,141
    
    
    
    16,542Deferred income taxes
    
    
    64,065
    
    
    
    69,684Deferred rent
    
    
    23,486
    
    
    
    22,407Long-term debt
    
    
    176,192
    
    
    
    133,096Total Long-Term Liabilities
    
    
    300,875
    
    
    
    268,207Stockholders equityCommon stock, $.01 par value; authorized 100,000,000
shares; issued 42,638,118 shares at January 23, 2009,
and April 25, 2008
    
    
    426
    
    
    
    426Preferred stock, $500 par value; authorized 1,200
shares; issued
0 shares at January 23, 2009, and 120 shares at April
25, 2008
    
    
    0
    
    
    
    60Capital in excess of par value
    
    
    172,666
    
    
    
    169,087Retained earnings
    
    
    722,506
    
    
    
    757,952Treasury stock, 11,939,858 at January 23, 2009,
and 12,026,773 shares at April 25, 2008, at cost
    
    
    (315,525
    )
    
    
    (314,900
    )Total Stockholders Equity
    
    
    580,073
    
    
    
    612,625$
    1,152,985
    
    
    $
    1,207,036
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CONSOLIDATED STATEMENTS OF INCOME  UNAUDITED
 (Dollars in thousands, except per share amounts)Three Months Ended
    
    
    Nine Months EndedJan. 23, 2009
    
    
    Jan. 25, 2008
    
    
    Jan. 23, 2009
    
    
    Jan. 25, 2008Net Sales
    
    $
    443,773
    
    
    $
    449,702
    
    
    $
    1,319,515
    
    
    $
    1,300,581Cost of sales
    
    
    139,619
    
    
    
    134,934
    
    
    
    407,234
    
    
    
    388,480Operating wage and fringe benefit expenses
    
    
    147,999
    
    
    
    150,506
    
    
    
    451,081
    
    
    
    453,774Other operating expenses
    
    
    69,971
    
    
    
    71,091
    
    
    
    214,735
    
    
    
    209,891Selling, general and administrative expenses
    
    
    43,980
    
    
    
    41,086
    
    
    
    120,145
    
    
    
    110,806Depreciation and amortization expense
    
    
    20,676
    
    
    
    19,353
    
    
    
    60,990
    
    
    
    57,409Goodwill and other intangibles impairment
    
    
    67,962
    
    
    
    0
    
    
    
    67,962
    
    
    
    0Operating Income (Loss)
    
    
    (46,434
    )
    
    
    32,732
    
    
    
    (2,632
    )
    
    
    80,221Net interest expense
    
    
    3,196
    
    
    
    3,007
    
    
    
    9,515
    
    
    
    7,885Income (Loss) Before Income Taxes
    
    
    (49,630
    )
    
    
    29,725
    
    
    
    (12,147
    )
    
    
    72,336Provision for income taxes
    
    
    1,738
    
    
    
    9,720
    
    
    
    14,073
    
    
    
    23,524Net Income (Loss)
    
    $
    (51,368
    )
    
    $
    20,005
    
    
    $
    (26,220
    )
    
    $
    48,812Earnings (Loss) Per Share  Basic
    
    $
    (1.67
    )
    
    $
    0.62
    
    
    $
    (0.85
    )
    
    $
    1.44Earnings (Loss) Per Share  Diluted
    
    $
    (1.67
    )
    
    $
    0.61
    
    
    $
    (0.85
    )
    
    $
    1.43Cash Dividends Paid Per Share
    
    $
    0.16
    
    
    $
    0.14
    
    
    $
    0.44
    
    
    $
    0.42
  -3-




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CONSOLIDATED STATEMENTS OF CASH FLOWS  UNAUDITED
 (Dollars in thousands)Nine Months EndedJan. 23, 2009
    
    
    Jan. 25. 2008Operating activities:Net income (loss)
    
    $
    (26,220
    )
    
    $
    48,812Adjustments to reconcile net income to net
cash provided by operating activities:Depreciation and amortization
    
    
    60,990
    
    
    
    57,409Goodwill and other intangibles impairment
    
    
    67,962
    
    
    
    0Loss (gain) on fixed assets
    
    
    5,994
    
    
    
    (1,843
    )Loss (gain) on long-term investments
    
    
    5,228
    
    
    
    (970
    )Deferred compensation
    
    
    (5,487
    )
    
    
    2,593Compensation expense attributable to stock plans
    
    
    5,589
    
    
    
    5,057Deferred income taxes
    
    
    (5,619
    )
    
    
    0Deferred rent
    
    
    1,079
    
    
    
    1,608Cash provided by (used for) current assets and
current liabilities:Accounts receivable
    
    
    (7,246
    )
    
    
    (1,557
    )Inventories
    
    
    3,510
    
    
    
    (298
    )Prepaid expenses
    
    
    (1,231
    )
    
    
    (1,694
    )Accounts payable
    
    
    (682
    )
    
    
    921Federal and state income taxes
    
    
    875
    
    
    
    575Accrued wages and related liabilities
    
    
    (6,415
    )
    
    
    (6,312
    )Self insurance
    
    
    3,076
    
    
    
    2,894Accrued non-income taxes
    
    
    (3,455
    )
    
    
    (2,730
    )Deferred revenue
    
    
    7,430
    
    
    
    647Other accrued expenses
    
    
    989
    
    
    
    10,747Net cash provided by operating activities
    
    
    106,367
    
    
    
    115,859Investing activities:Purchase of property, plant and equipment
    
    
    (74,208
    )
    
    
    (92,681
    )Proceeds from sale of property, plant and equipment
    
    
    3,507
    
    
    
    9,537Purchase of long-term investments
    
    
    (2,045
    )
    
    
    (750
    )Other
    
    
    (145
    )
    
    
    229Net cash used in investing activities
    
    
    (72,891
    )
    
    
    (83,665
    )Financing activities:Cash dividends paid
    
    
    (13,512
    )
    
    
    (14,422
    )(Payments) borrowings on lines of credit
    
    
    (52,100
    )
    
    
    134,335Proceeds from debt issuance
    
    
    70,000
    
    
    
    0Principal payments on long-term debt
    
    
    (26,904
    )
    
    
    (46,333
    )Purchase of treasury stock
    
    
    (5,374
    )
    
    
    (137,147
    )Proceeds from issuance of treasury stock
    
    
    2,418
    
    
    
    7,110Excess tax benefits from stock-based compensation
    
    
    288
    
    
    
    1,047Net cash used in financing activities
    
    
    (25,184
    )
    
    
    (55,410
    )Increase (decrease) in cash and equivalents
    
    
    8,292
    
    
    
    (23,216
    )Cash and equivalents at the beginning of the period
    
    
    7,669
    
    
    
    29,287Cash and equivalents at the end of the period
    
    $
    15,961
    
    
    $
    6,071
  -4-




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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 UNAUDITED
 1.
    
    Unaudited Consolidated Financial Statements
  2.
    
    Earnings Per Share
   (in thousands)Three Months Ended
    
    Nine Months EndedJan. 23, 2009
    
    Jan. 25. 2008
    
    Jan. 23, 2009
    
    Jan. 25. 2008Basic
    
    
    
    30,724
    
    
    
    32,468
    
    
    
    30,758
    
    
    
    33,823Effect of dilutive
stock options
    
    
    
    0
    
    
    
    142
    
    
    
    0
    
    
    
    281Diluted
    
    
    
    30,724
    
    
    
    32,610
    
    
    
    30,758
    
    
    
    34,104
 3.
    
    Stock-Based Compensation
 Share-Based Payment,
 4.
    
    Industry Segments
  -5-




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(dollars in thousands)Three Months Ended
    
    
    Nine Months EndedJan. 23, 2009
    
    
    Jan. 25. 2008
    
    
    Jan. 23, 2009
    
    
    Jan. 25. 2008SalesRestaurant operations
    
    
    $
    359,190
    
    
    $
    367,600
    
    
    $
    1,084,563
    
    
    $
    1,083,957Food products
    
    
    
    93,955
    
    
    
    92,440
    
    
    
    262,179
    
    
    
    245,916453,145
    
    
    
    460,040
    
    
    
    1,346,742
    
    
    
    1,329,873Intersegment sales of food products
    
    
    
    (9,372
    )
    
    
    (10,338
    )
    
    
    (27,227
    )
    
    
    (29,292
    )Total
    
    
    $
    443,773
    
    
    $
    449,702
    
    
    $
    1,319,515
    
    
    $
    1,300,581Operating incomeRestaurant operations
    
    
    $
    (50,689
    )
    
    $
    22,339
    
    
    $
    (13,759
    )
    
    $
    60,278Food products
    
    
    
    4,255
    
    
    
    10,393
    
    
    
    11,127
    
    
    
    19,943Total
    
    
    $
    (46,434
    )
    
    $
    32,732
    
    
    $
    (2,632
    )
    
    $
    80,221
 5.
    
    New Accounting Pronouncements
 Fair Value Measurements
 The Fair Value Option for Financial
Assets and Financial Liabilities.
 Business Combinations,
 The Hierarchy of Generally Accepted
Accounting Principles. The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.
 -6-




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6.
    
    Taxes
  7.
    
    Long-Term Debt
    
    
    the Company must at all times keep and maintain Consolidated Net Worth (as
defined in the Note Purchase Agreements) at a minimum amount of $480 million plus an amount
equal to 25% of positive Consolidated Net Income (as defined in the Note Purchase
Agreements) for each completed fiscal year calculated on a cumulative basis for such entire
period;
    
    the Company must not permit, as measured at the end of any fiscal quarter, the
ratio of Consolidated Indebtedness to Consolidated Capitalization (each as defined in the
Note Purchase Agreements) to exceed 55%;
    
    the Company will not permit the ratio of Consolidated Income Available for
Fixed Charges to Fixed Charges (each as defined in the Note Purchase Agreements), as
measured at the end of any fiscal quarter, to be less than 1.50 to 1.
   -7-




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8.
    
    Goodwill and Other Intangibles Impairment
 Goodwill and Other Intangible Assets.
    FoodRestaurant
    
    
    Products(in thousands)
    
    Segment
    
    
    Segment
    
    
    TotalBalance at April 25, 2008
    
    $
    56,162
    
    
    $
    1,567
    
    
    $
    57,729Impairment in third quarter
    
    
    (56,162
    )
    
    
    0
    
    
    
    (56,162
    )Balance at January 23, 2009
    
    $
    0
    
    
    $
    1,567
    
    
    $
    1,567
 9.
    
    Other Impairment
 Accounting for Impairment or Disposal of
Long-Lived Assets.
  -8-




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10.
    
    Gift Cards and Gift Certificates
     11.
    
    Reclassifications
  -9-




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
 Results of Operations
 General Overview
    -10-




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Consolidated Results
    
    
    Restaurant Segment
    
    
    Food Products Segment(dollars in thousands)
    
    Q3 2009
    
    
    Q3 2008
    
    
    Q3 2009
    
    
    Q3 2008
    
    
    Q3 2009
    
    
    Q3 2008Net sales
    
    $
    443,773
    
    
    $
    449,702
    
    
    $
    359,190
    
    
    $
    367,600
    
    
    $
    84,583
    
    
    $
    82,102Operating income (loss)
    
    $
    (46,434
    )
    
    $
    32,732
    
    
    $
    (50,689
    )
    
    $
    22,339
    
    
    $
    4,255
    
    
    $
    10,393Cost of sales
    
    
    31.5
    %
    
    
    30.0
    %
    
    
    25.1
    %
    
    
    25.4
    %
    
    
    58.6
    %
    
    
    50.6
    %Operating wages
    
    
    33.3
    %
    
    
    33.5
    %
    
    
    38.7
    %
    
    
    38.6
    %
    
    
    10.6
    %
    
    
    10.7
    %Other operating
    
    
    15.8
    %
    
    
    15.8
    %
    
    
    18.4
    %
    
    
    18.3
    %
    
    
    4.7
    %
    
    
    4.5
    %S,G&A
    
    
    9.9
    %
    
    
    9.1
    %
    
    
    7.8
    %
    
    
    6.9
    %
    
    
    18.7
    %
    
    
    19.0
    %Depr. & amort
    
    
    4.7
    %
    
    
    4.3
    %
    
    
    5.2
    %
    
    
    4.7
    %
    
    
    2.4
    %
    
    
    2.5
    %Goodwill & other intangibles
impairment
    
    
    15.3
    %
    
    
    0
    
    
    
    18.9
    %
    
    
    0
    
    
    
    0
    
    
    
    0Operating income (loss)
    
    
    (10.5
    %)
    
    
    7.3
    %
    
    
    (14.1
    %)
    
    
    6.1
    %
    
    
    5.0
    %
    
    
    12.7
    %
  
    
    Consolidated and restaurant results for the third quarter of fiscal 2009 included a
pre-tax charge of $68.0 million related to the impairment of goodwill ($56.2 million) and
other intangible assets ($11.8 million) for Mimis that is reflected separately on the
Consolidated Statements of Income.
    
    Consolidated and restaurant results for the third quarter of fiscal 2009 included
pre-tax charges of $0.8 million related to severance and retirement costs that are
reflected in selling, general and administrative expenses (S,G&A).
    
    Consolidated and restaurant results for the third quarters of fiscal 2009 and 2008
included net pre-tax gains of $0.3 million and $0.1 million, respectively, on asset
disposals that are reflected in S,G&A.
    
    Consolidated and restaurant results for the third quarters of fiscal 2009 and 2008
included pre-tax charges of $6.4 million and $3.7 million, respectively, related to
underperforming restaurants that are reflected in S,G&A.
    
    Consolidated and food products results for the third quarter of fiscal 2009 included a
pre-tax charge of $0.4 million for unusable spare parts. The charge is reflected in other
operating expenses.
    
    Consolidated and restaurant results for the third quarter of fiscal 2008 included a
pre-tax gain of $6.6 million for unredeemed gift certificates and gift cards (known as
breakage), which is reflected in net sales. Third quarter of fiscal 2008 was the first
time we recorded breakage at Bob Evans Restaurants. Therefore, this amount represented
breakage since the inception of our gift certificate and gift card programs at Bob Evans
Restaurants.
    
    Consolidated and restaurant results for the third quarter of fiscal 2008 included a
pre-tax charge of $0.7 million related to a dispute settlement, which is reflected in
S,G&A.
 Restaurant Segment Overview
  -11-




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Food Products Segment Overview
     Sales
    -12-




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Beginning
    
    Opened
    
    Closed
    
    EndingFiscal 20091st quarter
    
    
    
    571
    
    
    
    0
    
    
    
    0
    
    
    
    5712nd quarter
    
    
    
    571
    
    
    
    0
    
    
    
    1
    
    
    
    5703rd quarter
    
    
    
    570
    
    
    
    0
    
    
    
    1
    
    
    
    569Fiscal 20081st quarter
    
    
    
    579
    
    
    
    0
    
    
    
    0
    
    
    
    5792nd quarter
    
    
    
    579
    
    
    
    0
    
    
    
    0
    
    
    
    5793rd quarter
    
    
    
    579
    
    
    
    1
    
    
    
    0
    
    
    
    5804th quarter
    
    
    
    580
    
    
    
    1
    
    
    
    10
    
    
    
    571
  Beginning
    
    Opened
    
    Closed
    
    EndingFiscal 20091st quarter
    
    
    
    132
    
    
    
    3
    
    
    
    0
    
    
    
    1352nd quarter
    
    
    
    135
    
    
    
    4
    
    
    
    0
    
    
    
    1393rd quarter
    
    
    
    139
    
    
    
    2
    
    
    
    0
    
    
    
    141Fiscal 20081st quarter
    
    
    
    115
    
    
    
    1
    
    
    
    0
    
    
    
    1162nd quarter
    
    
    
    116
    
    
    
    2
    
    
    
    0
    
    
    
    1183rd quarter
    
    
    
    118
    
    
    
    8
    
    
    
    0
    
    
    
    1264th quarter
    
    
    
    126
    
    
    
    6
    
    
    
    0
    
    
    
    132
 -13-




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Beginning
    
    Opened
    
    Closed
    
    EndingFiscal 20091st quarter
    
    
    
    703
    
    
    
    3
    
    
    
    0
    
    
    
    7062nd quarter
    
    
    
    706
    
    
    
    4
    
    
    
    1
    
    
    
    7093rd quarter
    
    
    
    709
    
    
    
    2
    
    
    
    1
    
    
    
    710Fiscal 20081st quarter
    
    
    
    694
    
    
    
    1
    
    
    
    0
    
    
    
    6952nd quarter
    
    
    
    695
    
    
    
    2
    
    
    
    0
    
    
    
    6973rd quarter
    
    
    
    697
    
    
    
    9
    
    
    
    0
    
    
    
    7064th quarter
    
    
    
    706
    
    
    
    7
    
    
    
    10
    
    
    
    703
   Cost of Sales
    -14-




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Operating Wage and Fringe Benefit Expenses
    Other Operating Expenses
    Selling, General and Administrative Expenses
  Three Months Ended
    
    Nine Months Ended(in thousands)
    
    Jan. 23, 2009
    
    Jan. 25, 2008
    
    Jan. 23, 2009
    
    Jan. 25, 2008Fixed-asset impairment
charges
    
    $
    6,444
    
    
    $
    3,659
    
    
    $
    6,444
    
    
    $
    3,659Dispute settlement charge
    
    
    0
    
    
    $
    669
    
    
    $
    675
    
    
    $
    669Severance & retirement costs
    
    $
    801
    
    
    
    0
    
    
    $
    801
    
    
    
    0Gains on sale of real estate
    
    $
    323
    
    
    $
    77
    
    
    $
    1,033
    
    
    $
    2,116
 -15-




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Share-Based
Payment,
 Goodwill and Other Intangibles Impairment
 Goodwill and Other Intangible Assets.
   Accounting for Impairment or Disposal of Long-Lived
Assets.
 Interest
  Three Months Ended
    
    
    Nine Months Ended(dollars in thousands)
    
    
    Jan. 23, 2009
    
    
    Jan. 25, 2008
    
    
    Jan. 23, 2009
    
    
    Jan. 25, 2008Gross interest expense:Fixed-rate debt
    
    
    $
    2,621
    
    
    $
    1,635
    
    
    $
    7,113
    
    
    $
    5,671Variable-rate debt
    
    
    
    596
    
    
    
    1,540
    
    
    
    2,535
    
    
    
    2,8263,217
    
    
    
    3,175
    
    
    
    9,648
    
    
    
    8,497Gross interest income
    
    
    
    (21
    )
    
    
    (168
    )
    
    
    (133
    )
    
    
    (612
    )Net interest expense
    
    
    $
    3,196
    
    
    $
    3,007
    
    
    $
    9,515
    
    
    $
    7,885
 -16-




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Taxes
  Liquidity and Capital Resources
      -17-




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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
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-19-




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Business Outlook
   Fiscal 2009 estimated reported operating income
    
    $16.0 to 21.0 millionFiscal 2009 3Q goodwill impairment
    
    $56.2 millionFiscal 2009 3Q trade name impairment
    
    $11.8 millionFiscal 2009 3Q fixed asset impairment
    
    $6.4 millionFiscal 2009 3Q severance and retirement
    
    $0.8 millionFiscal 2009 3Q unusable spare parts
    
    $0.4 millionFiscal 2009 1Q legal settlement
    
    $0.7 millionFiscal 2009 YTD gains on real estate sales
    
    $(1.0 million)Fiscal 2009 estimated adjusted operating income
    
    $91.3 to $96.3 million
      -20-




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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
  -22-




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##### Table of Contents



PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS.
  Leonard Flores v. SWH Corporation d/b/a
Mimis Cafe
   
 ITEM 1A. RISK FACTORS.
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
   -23-




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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
    
    
    Programs10/25/08-11/21/08
    
    
    141,200
    
    
    $
    16.66
    
    
    
    141,200
    
    
    
    2,754,66811/22/08-12/26/08
    
    
    0
    
    
    $
    0
    
    
    
    0
    
    
    
    2,754,66812/27/08-1/23/09
    
    
    0
    
    
    $
    0
    
    
    
    0
    
    
    
    2,754,668Total
    
    
    141,200
    
    
    $
    16.66
    
    
    
    141,200
    
    
    
    2,754,668
 Restrictions on Payment of Dividends
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
  
 ITEM 5. OTHER INFORMATION.
 Compensation Committee Action
  -24-




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
    
    $56.2 million in non-cash charges for the impairment of goodwill related to the
acquisition of Mimis Café;
    
    $11.8 million in non-cash charges for the impairment of intangible assets (i.e., the
Mimis Café trade name) related to the acquisition of Mimis Café;
    
    $6.4 million in non-cash fixed-asset impairment charges for six underperforming Mimis
Café restaurants; and
    
    Various cash charges for severance payments and retirement costs. Fiscal year-to-date,
these cash charges total approximately $2.0 million.
 Retirement of Roger Williams
     -25-




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ITEM 6. EXHIBITS.
 Exhibit No.
    
    Description
    
    Location4.1
    
    First Amendment, dated as of February 24,
2009, to Note Purchase Agreement, dated as
of July 28, 2008, by and between Bob Evans
Farms, Inc. and the Purchasers named
therein
    
    Incorporated herein by
reference to Exhibit 4.1 to
the Companys Current Report
on Form 8-K filed March 2,
2009 (File No. 0-01667)4.2
    
    Second Amendment, dated as of February 24,
2009, to Note Purchase Agreement, dated as
of July 28, 2004, by and between Bob Evans
Farms, Inc. and the Purchasers named
therein
    
    Incorporated herein by
reference to Exhibit 4.2 to
the Companys Current Report
on Form 8-K filed March 2,
2009 (File No. 0-01667)10.1
    
    Master Grid Note from BEF Holding Co., Inc.
to National City Bank dated December 24,
2008
    
    Incorporated herein by
reference to Exhibit 10.1 to
the Companys Current Report
on Form 8-K filed December
31, 2008 (File No. 0-01667)10.2
    
    Master Grid Note from BEF REIT, Inc. to
National City Bank dated December 24, 2008
    
    Incorporated herein by
reference to Exhibit 10.2 to
the Companys Current Report
on Form 8-K filed December
31, 2008 (File No. 0-01667)10.3
    
    Guarantee from Bob Evans Farms, Inc. to
National City Bank dated December 24, 2008,
guaranteeing obligations of BEF Holding
Co., Inc.
    
    Incorporated herein by
reference to Exhibit 10.3 to
the Companys Current Report
on Form 8-K filed December
31, 2008 (File No. 0-01667)10.4
    
    Guarantee from Bob Evans Farms, Inc. to
National City Bank dated December 24, 2008,
guaranteeing obligations of BEF REIT, Inc.
    
    Incorporated herein by
reference to Exhibit 10.4 to
the Companys Current Report
on Form 8-K filed December
31, 2008 (File No. 0-01667)10.5
    
    First Amendment to Employment Agreement
between Bob Evans Farms, Inc. and Steven A.
Davis, dated December 24, 2008
    
    Incorporated herein by
reference to Exhibit 10.5 to
the Companys Current Report
on Form 8-K filed December
31, 2008 (File No. 0-01667)10.6
    
    Form of Amended and Restated Change in
Control Agreement between Bob Evans Farms,
Inc. and certain of its executive officers
    
    Incorporated herein by
reference to Exhibit 10.6 to
the Companys Current Report
on Form 8-K filed December
31, 2008 (File No. 0-01667)10.7
    
    Amended and Restated Change in Control
Agreement between Bob Evans Farms, Inc. and
Steven A. Davis, dated December 24, 2008
    
    Incorporated herein by
reference to Exhibit 10.7 to
the Companys Current Report
on Form 8-K filed December
31, 2008 (File No. 0-01667)
 -26-




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##### Table of Contents



Exhibit No.
    
    Description
    
    Location10.8
    
    Assumption Agreement dated as of December
31, 2008, by Bob Evans Farms, Inc., an Ohio
corporation, under which it assumed the
obligations of BEF Holding Co., Inc. under
that certain Note Purchase Agreement dated
July 28, 2008
    
    Incorporated herein by
reference to Exhibit 10.1 to
the Companys Current Report
on Form 8-K filed January 7,
2009 (File No. 0-01667)10.9
    
    Assumption Agreement dated as of December
31, 2008, by Bob Evans Farms, Inc., an Ohio
corporation, under which it assumed the
obligations of BEF Holding Co., Inc. under
that certain Note Purchase Agreement dated
July 28, 2004, as amended January 15, 2005
    
    Incorporated herein by
reference to Exhibit 10.2 to
the Companys Current Report
on Form 8-K filed January 7,
2009 (File No. 0-01667)10.10
    
    Consent and Assumption Agreement dated as
of December 31, 2008, between Bob Evans
Farms, Inc., an Ohio corporation, and
JPMorgan Chase Bank, N.A.
    
    Incorporated herein by
reference to Exhibit 10.3 to
the Companys Current Report
on Form 8-K filed January 7,
2009 (File No. 0-01667)10.11
    
    First Amendment to the Bob Evans Farms,
Inc. Second Amended and Restated 1992
Nonqualified Stock Option Plan effective
November 18, 2008
    
    Filed herewith10.12
    
    First Amendment to the Bob Evans Farms, Inc. Second Amended and
Restated 1998 Stock
Option and Incentive Plan effective
November 18, 2008
    
    Filed herewith10.13
    
    First Amendment to the Bob Evans Farms,
Inc. Amended and Restated 2006 Equity and
Cash Incentive Plan effective November 18,
2008
    
    Filed herewith10.14
    
    First Amendment to the Bob Evans Farms,
Inc. and Affiliates Third Amended and
Restated Executive Deferral Program
effective November 18, 2008
    
    Filed herewith10.15
    
    Bob Evans Farms, Inc. Director Medical Reimbursement Program
effective as of January 1, 2008
    
    Filed herewith10.16
    
    Retirement Agreement, dated as of March 2,
2009, by and between Bob Evans Farms, Inc.
and Roger D. Williams
    
    Filed herewith21
    
    Subsidiaries of Bob Evans Farms, Inc.
    
    Incorporated herein by
reference to Exhibit 21 to
the Companys Current Report
on Form 8-K filed January 7,
2009 (File No. 0-01667)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
 -27-




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##### Table of Contents



SIGNATURES
  BOB EVANS FARMS, INC.By:
    /s/ Steven A. DavisSteven A. DavisChairman and Chief Executive Officer
(Principal Executive Officer)By:
    /s/ Donald J. Radkoski*Donald J. Radkoski*Chief Financial Officer
(Principal Financial Officer) March 4, 2009Date
 
 *
    
    Donald J. Radkoski has been duly authorized to sign on behalf of the Registrant as
its principal financial officer. -28-




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##### Table of Contents



Exhibit No.
    
    Description
    
    Location4.1
    
    First Amendment, dated as of February 24,
2009, to Note Purchase Agreement, dated as
of July 28, 2008, by and between Bob Evans
Farms, Inc. and the Purchasers named
therein
    
    Incorporated herein by
reference to Exhibit 4.1 to
the Companys Current Report
on Form 8-K filed March 2,
2009 (File No. 0-01667)4.2
    
    Second Amendment, dated as of February 24,
2009, to Note Purchase Agreement, dated as
of July 28, 2004, by and between Bob Evans
Farms, Inc. and the Purchasers named
therein
    
    Incorporated herein by
reference to Exhibit 4.2 to
the Companys Current Report
on Form 8-K filed March 2,
2009 (File No. 0-01667)10.1
    
    Master Grid Note from BEF Holding Co., Inc.
to National City Bank dated December 24,
2008
    
    Incorporated herein by
reference to Exhibit 10.1 to
the Companys Current Report
on Form 8-K filed December
31, 2008 (File No. 0-01667)10.2
    
    Master Grid Note from BEF REIT, Inc. to
National City Bank dated December 24, 2008
    
    Incorporated herein by
reference to Exhibit 10.2 to
the Companys Current Report
on Form 8-K filed December
31, 2008 (File No. 0-01667)10.3
    
    Guarantee from Bob Evans Farms, Inc. to
National City Bank dated December 24, 2008,
guaranteeing obligations of BEF Holding
Co., Inc.
    
    Incorporated herein by
reference to Exhibit 10.3 to
the Companys Current Report
on Form 8-K filed December
31, 2008 (File No. 0-01667)10.4
    
    Guarantee from Bob Evans Farms, Inc. to
National City Bank dated December 24, 2008,
guaranteeing obligations of BEF REIT, Inc.
    
    Incorporated herein by
reference to Exhibit 10.4 to
the Companys Current Report
on Form 8-K filed December
31, 2008 (File No. 0-01667)10.5
    
    First Amendment to Employment Agreement
between Bob Evans Farms, Inc. and Steven A.
Davis, dated December 24, 2008
    
    Incorporated herein by
reference to Exhibit 10.5 to
the Companys Current Report
on Form 8-K filed December
31, 2008 (File No. 0-01667)10.6
    
    Form of Amended and Restated Change in
Control Agreement between Bob Evans Farms,
Inc. and certain of its executive officers
    
    Incorporated herein by
reference to Exhibit 10.6 to
the Companys Current Report
on Form 8-K filed December
31, 2008 (File No. 0-01667)10.7
    
    Amended and Restated Change in Control
Agreement between Bob Evans Farms, Inc. and
Steven A. Davis, dated December 24, 2008
    
    Incorporated herein by
reference to Exhibit 10.7 to
the Companys Current Report
on Form 8-K filed December
31, 2008 (File No. 0-01667)10.8
    
    Assumption Agreement dated as of December
31, 2008, by Bob Evans Farms, Inc., an Ohio
corporation, under which it assumed the
obligations of BEF Holding Co., Inc. under
that certain Note Purchase Agreement dated
July 28, 2008
    
    Incorporated herein by
reference to Exhibit 10.1 to
the Companys Current Report
on Form 8-K filed January 7,
2009 (File No. 0-01667)10.9
    
    Assumption Agreement dated as of December
31, 2008, by Bob Evans Farms, Inc., an Ohio
corporation, under which it assumed the
obligations of BEF Holding Co., Inc. under
that certain Note Purchase Agreement dated
July 28, 2004, as amended January 15, 2005
    
    Incorporated herein by
reference to Exhibit 10.2 to
the Companys Current Report
on Form 8-K filed January 7,
2009 (File No. 0-01667)10.10
    
    Consent and Assumption Agreement dated as
of December 31, 2008, between Bob Evans
Farms, Inc., an Ohio corporation, and
JPMorgan Chase Bank, N.A.
    
    Incorporated herein by
reference to Exhibit 10.3 to
the Companys Current Report
on Form 8-K filed January 7,
2009 (File No. 0-01667)10.11
    
    First Amendment to the Bob Evans Farms,
Inc. Second Amended and Restated 1992
Nonqualified Stock Option Plan effective
November 18, 2008
    
    Filed herewith10.12
    
    First Amendment to the Bob Evans Farms, Inc. Second Amended and
Restated 1998 Stock
Option and Incentive Plan effective
November 18, 2008
    
    Filed herewith10.13
    
    First Amendment to the Bob Evans Farms,
Inc. Amended and Restated 2006 Equity and
Cash Incentive Plan effective November 18,
2008
    
    Filed herewith10.14
    
    First Amendment to the Bob Evans Farms,
Inc. and Affiliates Third Amended and
Restated Executive Deferral Program
effective November 18, 2008
    
    Filed herewith10.15
    
    Bob Evans Farms, Inc. Director Medical Reimbursement Program
effective as of January 1, 2008
    
    Filed herewith10.16
    
    Retirement Agreement, dated as of March 2,
2009, by and between Bob Evans Farms, Inc.
and Roger D. Williams
    
    Filed herewith21
    
    Subsidiaries of Bob Evans Farms, Inc.
    
    Incorporated herein by
reference to Exhibit 21 to
the Companys Current Report
on Form 8-K filed January 7,
2009 (File No. 0-01667)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
 -29-