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EXCEL - IDEA: XBRL DOCUMENT - BOB EVANS FARMS INC | Financial_Report.xls |
EX-31.2 - EX-31.2 - BOB EVANS FARMS INC | d510176dex312.htm |
EX-32.2 - EX-32.2 - BOB EVANS FARMS INC | d510176dex322.htm |
EX-31.1 - EX-31.1 - BOB EVANS FARMS INC | d510176dex311.htm |
EX-32.1 - EX-32.1 - BOB EVANS FARMS INC | d510176dex321.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
(Registrants 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 Companys 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.
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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 | ||
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Identifiable Assets Acquired and Liabilities Assumed: |
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Accounts receivable |
$ | 883 | ||
Inventory |
1,188 | |||
Prepaid expenses |
13 | |||
Property, plant and equipment |
28,953 | |||
Intangible assets |
4,132 | |||
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Total identifiable assets acquired |
35,169 | |||
Total current liabilities |
(203 | ) | ||
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Total liabilities assumed |
(203 | ) | ||
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Net identifiable assets acquired |
34,966 | |||
Goodwill |
18,242 | |||
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Net assets acquired |
$ | 53,208 | ||
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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 | |||||||||||
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October 26, 2012, carrying amount |
$ | 19,809 | ||||||||||
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Mimis 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 | ) | ||||||
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October 26, 2012, net carrying amount intangible assets |
$ | 39,467 | $ | 4,076 | $ | 43,543 | ||||||
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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 Mimis 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, Mimis 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 Mimis Café assets as of October 26, 2012 was $38,509.
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The following table presents the financial classification of assets and liabilities of Mimis 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 |
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Current Assets |
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Cash and equivalents |
$ | 1,995 | $ | 3,100 | ||||
Accounts receivable |
2,017 | 2,709 | ||||||
Inventories |
2,342 | 3,891 | ||||||
Prepaid expenses |
548 | 385 | ||||||
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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 | ||||||
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Total Noncurrent Assets |
31,607 | 37,893 | ||||||
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Total Assets |
$ | 38,509 | $ | 47,978 | ||||
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Current Liabilities |
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Accounts payable and accrued expenses |
$ | 15,544 | $ | 15,613 | ||||
Deferred revenue |
2,835 | 3,151 | ||||||
Other accrued expenses |
4,829 | 3,241 | ||||||
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Total Current Liabilities |
23,208 | 22,005 | ||||||
Deferred rent and other |
23,701 | 22,809 | ||||||
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Total Long-Term Liabilities |
23,701 | 22,809 | ||||||
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Total Liabilities |
$ | 46,909 | $ | 44,814 | ||||
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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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