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EX-32.1 - EX-32.1 - BOB EVANS FARMS INCd510176dex321.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

 

FORM 10-Q/A

 

 

Amendment No. 1

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 26, 2012

OR

 

¨ 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.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   31-4421866

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

3776 South High Street, Columbus, Ohio 43207

(Address of principal executive offices)

(Zip Code)

(614) 491-2225

(Registrant’s telephone number, including area code)

 

(Former name, former address and formal fiscal year, if changed since last report)

 

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large Accelerated Filer   x    Accelerated Filer   ¨
Non-Accelerated Filer   ¨  (Do not check if a smaller reporting company)    Smaller Reporting Company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of November 15, 2012, the registrant had 28,100,044 common shares outstanding.

 

 

 

Explanatory Note

This Amendment No. 1 on Form 10-Q/A (this “Amendment”) is being filed to amend certain financial information included in “Note 2. Acquisition” (“Note 2”) and in “Note 3. Held for Sale,” (“Note 3”) both contained in “Part I, Item 1. Financial Statements” of the Quarterly Report on Form 10-Q for the quarter ended October 26, 2012, originally filed with the Securities and Exchange Commission on November 30, 2012 (“Original Report”). This Amendment contains only the sections of the Original Report which are being amended. We are amending Note 2 by deleting the reference to our utilization of a third party in our evaluation process of our acquisition of the Kettle Creations Brand®. We are amending Note 3 by deleting our reference to our utilization of a third party to help us to evaluate our strategic alternatives for our held for sale business segment.

Except for the two amendments described above, no other information in the Original Report has been amended. Further, we have not updated any other information in the disclosures in this Amendment to reflect any event subsequent to the Company’s filing of the Original Report.


2. Acquisition

On August 14, 2012, BEF Foods, Inc., a subsidiary of the Company, acquired from Kettle Creations, LLC, the Kettle Creations® brand (“Kettle”) and a 100,000 square-foot, state-of-the-art food production facility that produces mashed potatoes, macaroni and cheese, and other side dishes. The purchase price for the brand and facilities was $53,208 in cash. The production facility is included in the BEF Foods segment. The acquisition of Kettle and the food production facility enables us to expand our rapidly growing side dish category. The preliminary purchase price allocation of goodwill and other intangibles of $18,242 and $4,132, respectively, from the acquisition were attributed largely to the planned extension of existing manufacturing capabilities at Kettle beyond its strength in potato products, to other side dishes. We expect to shorten the product innovation and development pipeline by our acquisition of Kettle. The side dish category is a high net sales growth opportunity for BEF Foods. Goodwill will be deductible for income tax purposes. Of the $4,132 of acquired intangible assets, $3,027 was provisionally assigned to registered trade names and workforce that are not subject to amortization and $1,105 was provisionally assigned to definite-lived noncompetition agreements

The Company recognized $910 and $1,327 of acquisition-related expenses as of the three months ended and six months ended October 26, 2012, respectively. These costs are included in S,G&A in the consolidated statement of income. In addition to acquisition costs, a total retention incentive of $5,243 was established to incent Kettle employees to meet service requirements during the acquisition period and for three consecutive periods thereafter. At August 14, 2012, $1,499 was the first retention incentive payment made to Kettle employees who met the acquisition service requirement, with $3,744 payable remaining to Kettle employees who meet the service requirement at the anniversary of the acquisition date for three consecutive years thereafter. As these costs are expensed over the period earned, they will be included in S,G&A in the consolidated statement of income.

 

1


The following table summarizes the consideration paid for Kettle and a 100,000 square-foot, state-of-the-art food production facility located in Lima, Ohio, and the amounts of assets and liabilities recognized at the acquisition date. The values of assets and liabilities acquired are subject to change, pending the final valuation for these assets and based on a final working capital adjustment.

 

     August 14, 2012  

Total cash consideration transferred

   $ 53,208  
  

 

 

 

Identifiable Assets Acquired and Liabilities Assumed:

  

Accounts receivable

   $ 883  

Inventory

     1,188  

Prepaid expenses

     13  

Property, plant and equipment

     28,953  

Intangible assets

     4,132  
  

 

 

 

Total identifiable assets acquired

     35,169  

Total current liabilities

     (203
  

 

 

 

Total liabilities assumed

     (203
  

 

 

 

Net identifiable assets acquired

     34,966  

Goodwill

     18,242  
  

 

 

 

Net assets acquired

   $ 53,208  
  

 

 

 

The tables below summarize the change in goodwill and intangible assets as a result of the acquisition:

 

April 27, 2012, carrying amount

   $ 1,567       

Goodwill acquired

     18,242       
  

 

 

     

October 26, 2012, carrying amount

   $ 19,809       
  

 

 

     
     Mimi’s Café     BEF Foods     Total  

April 27, 2012, net carrying amount intangible assets

   $ 39,877      $ —        $ 39,877  

Other intangible assets acquired

     —          4,132       4,132  

Accumulated amortization

     (410     (56     (466
  

 

 

   

 

 

   

 

 

 

October 26, 2012, net carrying amount intangible assets

   $ 39,467      $ 4,076     $ 43,543  
  

 

 

   

 

 

   

 

 

 

3. Held for Sale

On November 19, 2012, the Company announced that, consistent with its commitment to enhance value for all of its shareholders, the Company is exploring a range of strategic alternatives for its Mimi’s Café business segment, including but not limited to a potential sale of the business or its assets. As a result, subsequent to the second quarter, fiscal 2013, Mimi’s Café has met all of the criteria set forth in ASC 360 to be classified as held for sale. The applicable criteria include the following: management has committed to a plan to sell the assets; the assets are available for immediate sale; an active program to locate a buyer and other actions required to complete the plan to sell the assets have been initiated, the sale of the assets is probable and the transfer of the assets is expected to qualify as a complete sale within one year; the assets are being actively marketed for sale at a price that is reasonable in relation to its current fair value; and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

The total carrying value of Mimi’s Café assets as of October 26, 2012 was $38,509.

 

2


The following table presents the financial classification of assets and liabilities of Mimi’s Café that will be reflected as held for sale in future consolidated financial statements:

 

     Dollars in thousands  
     Unaudited
Oct. 26, 2012
    April 27, 2012  

Assets

    

Current Assets

    

Cash and equivalents

   $ 1,995     $ 3,100  

Accounts receivable

     2,017       2,709  

Inventories

     2,342       3,891  

Prepaid expenses

     548       385  
  

 

 

   

 

 

 

Total Current Assets

     6,902       10,085  

Net property, plant and equipment

     151,260       160,391  

Net intercompany

     (161,492     (164,777

Other assets

     2,372       2,402  

Other intangible assets, net

     39,467        39,877   
  

 

 

   

 

 

 

Total Noncurrent Assets

     31,607        37,893   
  

 

 

   

 

 

 

Total Assets

   $ 38,509     $ 47,978  
  

 

 

   

 

 

 

Current Liabilities

    

Accounts payable and accrued expenses

   $ 15,544     $ 15,613  

Deferred revenue

     2,835       3,151  

Other accrued expenses

     4,829       3,241  
  

 

 

   

 

 

 

Total Current Liabilities

     23,208       22,005  

Deferred rent and other

     23,701       22,809  
  

 

 

   

 

 

 

Total Long-Term Liabilities

     23,701        22,809   
  

 

 

   

 

 

 

Total Liabilities

   $ 46,909     $ 44,814  
  

 

 

   

 

 

 

 

3


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 10-Q/A to be signed on its behalf by the undersigned thereunto duly authorized.

 

BOB EVANS FARMS, INC.
By:  

/s/ Steven A. Davis

  Steven A. Davis
  Chairman and Chief Executive Officer
  (Principal Executive Officer)
By:  

/s/ Paul F. DeSantis

  Paul F. DeSantis*
  Chief Financial Officer, Treasurer and Assistant Secretary
  (Principal Financial Officer)

 

March 27, 2013

Date

 

* Paul F. DeSantis has been duly authorized to sign on behalf of the Registrant as its principal financial officer.

 

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INDEX TO EXHIBITS

Quarterly Report on Form 10-Q/A

Dated March 27, 2013

Bob Evans Farms, Inc.

 

Exhibit

No.

  

Description

  

Location

  31.1    Rule 13a-14(a)/15d-14(a) Certification (Principal Executive Officer)    Filed herewith
  31.2    Rule 13a-14(a)/15d-14(a) Certification (Principal Financial Officer)    Filed herewith
  32.1    Section 1350 Certification (Principal Executive Officer)    Filed herewith
  32.2    Section 1350 Certification (Principal Financial Officer)    Filed herewith
101.INS    XBRL Instance Document    *
101.SCH    XBRL Taxonomy Extension Schema Document    *
101.CAL    XBRL Taxonomy Extension Calculation Linkbase Document    *
101.LAB    XBRL Taxonomy Extension Label Linkbase Document    *
101.PRE    XBRL Taxonomy Presentation Linkbase Document    *
101.DEF    XBRL Taxonomy Extension Definition Linkbase Document    *

 

* In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q/A shall be deemed to be furnished and not filed herewith.

 

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