- Net sales increase 22.3 percent to $117.6 million
compared to $96.2 million1 in the comparable period in fiscal
2017; net sales increased 6.2 percent
excluding Pineland net sales and sales to Bob Evans Restaurants
(now 3rd party);
- Retail side-dish and sausage pounds-sold increased 15.9
percent (excluding Pineland) and 4.5 percent, respectively, when
compared to the comparable period last year;
- GAAP net income of $0.11 per diluted share compared to
net loss per share of $0.211 in the prior year. Non-GAAP net income
of $0.35 per diluted share, an increase of 16.7 percent compared to
$0.301 in the prior year;
- Adjusted EBITDA decreased 1.9 percent to $17.7 million
as compared to $18.0 million1 in the comparable period in fiscal
2017;
- On September 18, 2017, the Company and Post Holdings
entered into a definitive agreement in which Post will acquire Bob
Evans for $77 per share.
- Quarterly dividend of $0.34 per share payable on
December 22, 2017, to stockholders of record at the close of
business on December 11, 2017.
1 All references to the prior year period refer to results from
continuing operations for the second quarter of fiscal 2017
Bob Evans Farms, Inc. (NASDAQ:BOBE) today announced its financial
results for the fiscal 2018 second quarter ended October 27,
2017. On a GAAP basis, the Company reported net income of
$2.3 million, or $0.11 per diluted share, compared with a net loss
from continuing operations of $4.1 million, or $0.21 per diluted
share, in the corresponding period last year. Non-GAAP net
income was $7.1 million, or $0.35 per diluted share, compared with
non-GAAP net income from continuing operations of $6.0 million, or
$0.30 per diluted share, in the corresponding period last year.
Second-quarter fiscal 2018 commentary“We
continued to deliver category leading growth in refrigerated side
dishes in the second quarter, modestly exceeding our expectations,”
said President and Chief Executive Officer Mike Townsley. “Second
quarter margins, which are historically the lowest in our fiscal
year as we invest in marketing initiatives to generate brand
awareness ahead of our peak volume third quarter, were
significantly impacted by higher sow costs (16 percent higher than
prior year) that began late in the first quarter and continued
through September before declining. Additionally, higher
trade spending during the quarter included strategic spend to
maintain competitive positioning as well as slotting fees to
support distribution gains. Lastly, our plant efficiencies were
impacted by start-up activity for a new product with special
packaging launched in advance of automated equipment planned for
installation in early 2018.”
Second-quarter fiscal 2018 resultsNet sales
were $117.6 million, an increase of $21.5 million, or 22.3 percent,
compared to $96.2 million in the corresponding period last year.
The increase in net sales was partially driven by $9.5 million of
sales from the Company's recently acquired Pineland business, as
well as $6.0 million of sales to Bob Evans Restaurants (BER), which
were eliminated in the prior year. Pounds sold for the second
quarter increased 48.2 percent while average net selling price per
pound declined 17.4 percent compared to the corresponding period
last year. Excluding Pineland and sales to BER, pounds sold
increased 11.4 percent while average net selling price per pound
decreased 4.7 percent. The decline in average net selling price
reflects an increased mix of food service sales as a result of both
the acquisition of Pineland and the inclusion of sales to BER that
were eliminated in the prior year period, as well as an increase in
trade spending. From a net sales perspective, volume growth was
driven by a 15.9 percent increase in retail side-dish pounds sold
(excluding Pineland), a 4.5 percent increase in sausage pounds
sold, and a 314.9 percent increase in food service pounds sold
(16.8 percent excluding Pineland and BER), partially offset by a
10.6 percent decrease in the frozen and other categories, all
compared to the comparable 13 week period in the prior year.
Gross profit increased 4.3 percent to $34.7 million in the
second quarter of fiscal 2018 from $33.3 million in the second
quarter of fiscal 2017. Gross profit margin decreased 510 basis
points to 29.5 percent of net sales from 34.6 percent of net sales
in the same period in the prior year. The decrease in gross profit
margin was primarily driven by increased production costs
associated with a new product launch, a higher mix of food service
sales as a result of the acquisition of Pineland, an increase in
average sow prices and higher trade spend.
Operating income increased to $2.6 million in the second quarter
of 2018 from an operating loss from continuing operations of $4.8
million in the second quarter of fiscal 2017. Non-GAAP operating
income was $9.9 million, compared to $11.4 million from continuing
operations in the corresponding period last year, a decrease of
$1.5 million or 13.2 percent. The decrease was due primarily
to lower gross profit margin coupled with higher operating expenses
resulting from increased pounds sold and a $0.9 million increase in
amortization expense associated with the preliminary value of
definite-lived intangible assets acquired as part of the Pineland
acquisition.
Net interest expense was $1.0 million in the second quarter, a
decrease of $0.3 million, compared to $1.3 million in the
corresponding period last year. The decrease in interest
costs was the result of lower average borrowings as compared to
last year.
The Company’s GAAP tax rate for the second quarter of fiscal
2018 was a benefit of 38.2 percent compared to a benefit of 32.3
percent in the prior year period. The change in tax rates as
compared to the corresponding period last year was primarily the
result of discrete items recorded during the second quarter of
fiscal 2018. The Non-GAAP tax rate was 20.4 percent compared to
33.2 percent in the prior year period.
Net income in the second quarter of fiscal 2018 was $2.3
million, or $0.11 per diluted share, compared to a net loss from
continuing operations of $4.1 million or $0.21 per diluted share in
the second quarter of fiscal 2017. Non-GAAP net income increased
18.4 percent to $7.1 million or $0.35 per diluted share in the
second quarter of fiscal 2018 from non-GAAP net income from
continuing operations of $6.0 million or $0.30 per diluted share in
the second quarter of fiscal 2017.
Adjusted EBITDA decreased 1.9 percent to $17.7 million in the
second quarter of fiscal 2018 from $18.0 million in the second
quarter of fiscal 2017. As a percentage of net sales, the adjusted
EBITDA margin decreased 370 basis points to 15.0 percent of net
sales.
Second-quarter 2018 balance sheet highlightsThe
Company’s cash balance and outstanding debt at October 27, 2017
were $1.4 million and $126.6 million, respectively, compared to
$210.9 million and $2.7 million on April 28, 2017. The
increase in borrowings and decrease in cash balance were primarily
the result of the acquisition of Pineland Farms, which was
completed on May 1, 2017, and the payment of a $7.50 per share
special dividend on June 16, 2017.
Fiscal year 2018 outlook and conference callOn
September 19, 2017, the Company and Post Holdings entered into a
definitive merger agreement under which Post Holdings agreed to
acquire Bob Evans. The transaction is expected to be completed in
the first calendar quarter of 2018. In light of the pending
transaction, the Company will not be updating its previously issued
financial guidance for fiscal 2018 or holding a conference in
connection with this earnings release. As announced on
December 5, 2017, the required waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, with respect
to the previously announced acquisition of the Company by Post
Holdings, expired on December 4, 2017.
Adjusted EBITDA and other non-GAAP financial
measuresWe define Adjusted EBITDA as earnings before
interest, taxes, depreciation and amortization including stock
compensation. Management uses Adjusted EBITDA and the other
non-GAAP measures included in this release as key metrics in
the evaluation of underlying Company performance and in making
financial, operating and planning decisions. The Company believes
these measures are useful to investors because they increase
transparency, assist investors in understanding the underlying
performance of the Company and assist in the analysis of ongoing
operating trends. We believe Adjusted EBITDA is frequently used by
analysts, investors and other interested parties in their
evaluation of the Company's performance as compared to our
competitors, many of which present EBITDA measures when reporting
their results. We believe the non-GAAP measures used in this
release provide meaningful supplemental information regarding
financial performance by excluding certain expenses and benefits
that may not be indicative of core business operating results. We
believe these non-GAAP measures, when viewed in conjunction with
U.S. GAAP results and the accompanying reconciliations, enhance the
comparability of results against prior periods and allow for
greater transparency of financial results and business outlook. The
presentation of Adjusted EBITDA and other non-GAAP measures
included in this release should not be considered as an alternative
to net income, determined in accordance with U.S. GAAP, as an
indicator of the Company's operating performance, as an indicator
of cash flows, or as a measure of liquidity. While Adjusted EBITDA
and our other non-GAAP measures are frequently used as measures of
operations, they are not necessarily comparable to other similarly
titled captions of other companies due to the potential
inconsistencies in the method of calculation.
Safe Harbor Statement under the Private Securities
Litigation Reform Act of 1995Certain statements in this
news release that are not historical facts are forward-looking
statements. Forward-looking statements involve various important
assumptions, risks and uncertainties. Actual results may differ
materially from those predicted by the forward-looking statements
because of various factors and possible events. Additional
information about the factors and events that could cause actual
results to differ materially from those predicted by the forward
looking statements, along with certain other risks, uncertainties
and assumptions related to the Company and its business, may be
found in our Annual Report on Form 10-K for the fiscal year ended
April 29, 2017, and in our other filings with the Securities and
Exchange Commission. We note these factors for investors as
contemplated by the Private Securities Litigation Reform Act of
1995. In addition, there are various risks and uncertainties
associated with the pending transaction with Post Holdings,
including but not limited to, the occurrence of any event, change
or other circumstances that could delay the closing of the
transaction; the ability and timing to obtain the approval of the
Company’s stockholders and to satisfy other closing conditions to
the merger agreement; the risk that stockholder litigation in
connection with the proposed transaction may affect the timing or
occurrence of the proposed transaction; and adverse effects on the
Company’s common stock in the event of the failure to complete the
proposed transaction. Predicting or identifying all such risk
factors is impossible. Consequently, investors should not consider
any such list to be a complete set of all potential risks and
uncertainties. Forward-looking statements speak only as of
the date on which they are made, and we undertake no obligation to
update any forward-looking statement to reflect circumstances or
events that occur after the date of the statement to reflect
unanticipated events. All subsequent written and oral
forward-looking statements attributable to us or any person acting
on behalf of the Company are qualified by the cautionary statements
in this section.
About Bob Evans Farms, Inc.Bob Evans Farms,
Inc. is a leading producer and distributor of refrigerated potato,
pasta and vegetable-based side dishes, pork sausage, and a variety
of refrigerated and frozen convenience food items under the Bob
Evans and Owens brand names. For more information about Bob Evans
Farms, Inc., visit www.bobevansgrocery.com.
Additional Information and Where to Find ItIn
connection with the proposed merger, a definitive proxy statement
on Schedule 14A has been filed by the Company with the SEC and
mailed to the Company’s stockholders. BOB EVANS STOCKHOLDERS ARE
URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY NOW
AND WHEN ANY FUTURE FILINGS BECOME AVAILABLE BECAUSE THEY DO AND
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
Investors and security holders may obtain these documents free of
charge at the SEC’s website, http://www.sec.gov. In addition,
stockholders may obtain free copies of the documents at the Bob
Evans website, www.bobevansgrocery.com, under the heading
“Investors.”
Participants in the SolicitationBob Evans, Post
and their respective directors and executive officers and other
members of management and employees may be deemed to be
participants in the solicitation of proxies from the stockholders
of Bob Evans in connection with the proposed merger. Information
regarding Post’s directors and executive officers is included in
Post’s Annual Report on Form 10-K for the year ended September 30,
2017, filed with the SEC on November 17, 2017, and the proxy
statement for Post’s 2018 Annual Meeting of Shareholders, filed
with the SEC on November 20, 2017. Information regarding Bob Evans’
directors and executive officers is included in the Bob Evans
Annual Report on Form 10-K for the fiscal year ended April 28,
2017, filed with the SEC on June 15, 2017 and the proxy statement
for Bob Evans’ 2017 Annual Meeting of Stockholders, filed with the
SEC on July 14, 2017. Additional information regarding the
interests of such participants in the solicitation of proxies in
respect of the proposed merger are included in the definitive proxy
statement.
Contact:Scott Van WinkleManaging Director,
ICR(617) 956-6736scott.vanwinkle@icrinc.com
Bob Evans Farms, Inc.Earnings Release Fact
Sheet (unaudited)Second quarter fiscal 2018, three months
ended October 27, 2017 compared to the corresponding period a year
ago:
|
|
|
|
|
|
|
|
(in thousands, except
per share amounts) |
|
|
|
|
Basic EPS |
|
Diluted EPS |
|
Three Months Ended |
|
Three Months Ended |
|
Three Months Ended |
|
October27, 2017 |
|
October28, 2016 |
|
October27, 2017 |
|
October28, 2016 |
|
October27, 2017 |
|
October28, 2016 |
Operating
Income as Reported |
|
|
|
|
|
|
|
|
|
|
|
Operating income |
$ |
2,643 |
|
|
$ |
(4,768 |
) |
|
|
|
|
|
|
|
|
Net interest
expense |
1,015 |
|
|
1,335 |
|
|
|
|
|
|
|
|
|
Income (Loss)
from Continuing Operations Before Taxes |
1,628 |
|
|
(6,103 |
) |
|
|
|
|
|
|
|
|
Benefit for income
taxes from continuing operations |
(622 |
) |
|
(1,969 |
) |
|
|
|
|
|
|
|
|
Net Income
(Loss) from Continuing Operations as Reported |
2,250 |
|
|
(4,134 |
) |
|
$ |
0.11 |
|
|
$ |
(0.21 |
) |
|
$ |
0.11 |
|
|
$ |
(0.21 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Income before taxes
from discontinued operations |
— |
|
|
5,830 |
|
|
|
|
|
|
|
|
|
Provision for income
taxes from discontinued operations |
— |
|
|
1,478 |
|
|
|
|
|
|
|
|
|
Income from
Discontinued Operations as Reported |
— |
|
|
4,352 |
|
|
$ |
— |
|
|
$ |
0.22 |
|
|
$ |
— |
|
|
$ |
0.22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income as
Reported |
2,250 |
|
|
218 |
|
|
$ |
0.11 |
|
|
$ |
0.01 |
|
|
$ |
0.11 |
|
|
$ |
0.01 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to
Continuing Operations |
|
|
|
|
|
|
|
|
|
|
|
Merger related
costs |
5,876 |
|
|
— |
|
|
|
|
|
|
|
|
|
Separation costs |
1,352 |
|
|
— |
|
|
|
|
|
|
|
|
|
Integration costs |
22 |
|
|
— |
|
|
|
|
|
|
|
|
|
Impairment |
— |
|
|
16,000 |
|
|
|
|
|
|
|
|
|
Severance/Restructuring |
— |
|
|
168 |
|
|
|
|
|
|
|
|
|
Accretion income on
note receivable |
— |
|
|
(1,133 |
) |
|
|
|
|
|
|
|
|
Total
Adjustments to Continuing Operations |
7,250 |
|
|
15,035 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to
Discontinued Operations |
|
|
|
|
|
|
|
|
|
|
|
Legal and professional
fees |
— |
|
|
310 |
|
|
|
|
|
|
|
|
|
Total
Adjustments to Discontinued Operations |
— |
|
|
310 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
Operating Income from Continuing Operations |
9,893 |
|
|
11,400 |
|
|
|
|
|
|
|
|
|
Non-GAAP net interest
expense |
1,015 |
|
|
2,468 |
|
|
|
|
|
|
|
|
|
Non-GAAP income from
continuing operations before taxes |
8,878 |
|
|
8,932 |
|
|
|
|
|
|
|
|
|
Adjustments to tax
expense from continuing operations |
2,433 |
|
|
4,934 |
|
|
|
|
|
|
|
|
|
Non-GAAP provision for
income taxes from continuing operations |
1,811 |
|
|
2,965 |
|
|
|
|
|
|
|
|
|
Non-GAAP Net
Income from Continuing Operations |
7,067 |
|
|
5,967 |
|
|
$ |
0.35 |
|
|
$ |
0.30 |
|
|
$ |
0.35 |
|
|
$ |
0.30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP income
from discontinued operations before taxes |
— |
|
|
6,140 |
|
|
|
|
|
|
|
|
|
Adjustments to tax
expense from discontinued operations |
— |
|
|
(555 |
) |
|
|
|
|
|
|
|
|
Non-GAAP provision for
income taxes from discontinued operations |
— |
|
|
923 |
|
|
|
|
|
|
|
|
|
Non-GAAP Net
Income from Discontinued Operations |
— |
|
|
5,217 |
|
|
$ |
— |
|
|
$ |
0.26 |
|
|
$ |
— |
|
|
$ |
0.26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Net
Income |
$ |
7,067 |
|
|
$ |
11,184 |
|
|
$ |
0.35 |
|
|
$ |
0.56 |
|
|
$ |
0.35 |
|
|
$ |
0.56 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
Average Shares Outstanding |
|
|
|
|
20,188 |
|
|
19,825 |
|
|
20,221 |
|
|
19,964 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second quarter fiscal 2018, three months ended October
27, 2017 compared to the corresponding period a year
ago:
|
|
|
(in thousands) |
|
|
|
|
Three Months Ended |
|
|
October 27,2017 |
|
% of Sales |
|
October 28,2016 |
|
% of Sales |
Operating Income from
Continuing Operations, as Reported |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Sales |
|
$ |
117,626 |
|
|
|
|
$ |
96,158 |
|
|
|
Cost of
goods sold |
|
82,920 |
|
|
70.5 |
% |
|
62,881 |
|
|
65.4 |
% |
Gross
Margin |
|
34,706 |
|
|
29.5 |
% |
|
33,277 |
|
|
34.6 |
% |
|
|
|
|
|
|
|
|
|
Advertising and marketing costs |
|
5,313 |
|
|
4.5 |
% |
|
3,543 |
|
|
3.7 |
% |
Selling
costs |
|
4,257 |
|
|
3.6 |
% |
|
4,099 |
|
|
4.3 |
% |
Distribution costs |
|
5,373 |
|
|
4.6 |
% |
|
4,674 |
|
|
4.9 |
% |
General
and administrative costs |
|
10,308 |
|
|
8.8 |
% |
|
9,522 |
|
|
9.9 |
% |
Amortization of intangible assets |
|
936 |
|
|
0.8 |
% |
|
39 |
|
|
— |
% |
Impairment, restructuring and other exit costs |
|
5,876 |
|
|
5.0 |
% |
|
16,168 |
|
|
16.8 |
% |
Operating
Income (Loss) |
|
2,643 |
|
|
2.2 |
% |
|
(4,768 |
) |
|
(5.0 |
)% |
|
|
|
|
|
|
|
|
|
Non-GAAP Adjustments to
Continuing Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and administrative |
|
(1,374 |
) |
|
|
|
— |
|
|
|
Impairment, restructuring and other exit costs |
|
(5,876 |
) |
|
|
|
(16,168 |
) |
|
|
Total Adjustments to
Operating Income |
|
7,250 |
|
|
|
|
16,168 |
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Operating
Income from Continuing Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales |
|
$ |
117,626 |
|
|
|
|
$ |
96,158 |
|
|
|
Cost of
sales |
|
82,920 |
|
|
70.5 |
% |
|
62,881 |
|
|
65.4 |
% |
Gross Margin |
|
34,706 |
|
|
29.5 |
% |
|
33,277 |
|
|
34.6 |
% |
|
|
|
|
|
|
|
|
|
Advertising and marketing |
|
5,313 |
|
|
4.5 |
% |
|
3,543 |
|
|
3.7 |
% |
Selling
costs |
|
4,257 |
|
|
3.6 |
% |
|
4,099 |
|
|
4.3 |
% |
Distribution costs |
|
5,373 |
|
|
4.6 |
% |
|
4,674 |
|
|
4.9 |
% |
General
and administrative |
|
8,934 |
|
|
7.6 |
% |
|
9,522 |
|
|
9.9 |
% |
Amortization of intangible assets |
|
936 |
|
|
0.8 |
% |
|
39 |
|
|
— |
% |
Impairment, restructuring and other exit costs |
|
— |
|
|
— |
% |
|
— |
|
|
— |
% |
Total non-GAAP
operating income |
|
$ |
9,893 |
|
|
8.4 |
% |
|
$ |
11,400 |
|
|
11.8 |
% |
|
|
|
|
|
|
|
|
|
Depreciation and amortization from Continuing Operations |
|
7,543 |
|
|
|
|
5,723 |
|
|
|
Stock
compensation expense from Continuing Operations |
|
249 |
|
|
|
|
904 |
|
|
|
Adjusted EBITDA |
|
$ |
17,685 |
|
|
|
|
$ |
18,027 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bob Evans Farms, Inc.Earnings Release Fact
Sheet (unaudited)Second quarter fiscal 2018, six months
ended October 27, 2017, compared to the corresponding period a year
ago:
|
|
|
|
|
|
|
|
(in thousands, except
per share amounts) |
|
|
|
|
Basic EPS |
|
Diluted EPS |
|
Six Months Ended |
|
Six Months Ended |
|
Six Months Ended |
|
October27, 2017 |
|
October28, 2016 |
|
October27, 2017 |
|
October28, 2016 |
|
October27, 2017 |
|
October28, 2016 |
Operating
Income (Loss) as Reported |
|
|
|
|
|
|
|
|
|
|
|
Operating income |
$ |
13,721 |
|
|
$ |
3,498 |
|
|
|
|
|
|
|
|
|
Net interest
expense |
1,475 |
|
|
2,822 |
|
|
|
|
|
|
|
|
|
Income from
Continuing Operations Before Taxes |
12,246 |
|
|
676 |
|
|
|
|
|
|
|
|
|
Provision for income
taxes from continuing operations |
2,947 |
|
|
233 |
|
|
|
|
|
|
|
|
|
Net Income from
Continuing Operations as Reported |
9,299 |
|
|
443 |
|
|
$ |
0.46 |
|
|
$ |
0.02 |
|
|
$ |
0.46 |
|
|
$ |
0.02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before taxes
from discontinued operations |
|
|
10,857 |
|
|
|
|
|
|
|
|
|
Provision for income
taxes from discontinued operations |
|
|
1,919 |
|
|
|
|
|
|
|
|
|
Income from
Discontinued Operations as Reported |
— |
|
|
8,938 |
|
|
$ |
— |
|
|
$ |
0.45 |
|
|
$ |
— |
|
|
$ |
0.45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income as
Reported |
9,299 |
|
|
9,381 |
|
|
$ |
0.46 |
|
|
$ |
0.47 |
|
|
$ |
0.46 |
|
|
$ |
0.47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to
Continuing Operations |
|
|
|
|
|
|
|
|
|
|
|
Merger related
costs |
5,876 |
|
|
— |
|
|
|
|
|
|
|
|
|
Separation costs |
1,786 |
|
|
— |
|
|
|
|
|
|
|
|
|
Integration costs |
579 |
|
|
— |
|
|
|
|
|
|
|
|
|
Impairment |
— |
|
|
16,000 |
|
|
|
|
|
|
|
|
|
Severance /
Restructuring |
(291 |
) |
|
168 |
|
|
|
|
|
|
|
|
|
Accretion income on
note receivable |
— |
|
|
(1,133 |
) |
|
|
|
|
|
|
|
|
Total
Adjustments to Continuing Operations |
7,950 |
|
|
15,035 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to
Discontinued Operations |
|
|
|
|
|
|
|
|
|
|
|
Legal and professional
fees |
— |
|
|
310 |
|
|
|
|
|
|
|
|
|
Store closure
costs |
— |
|
|
807 |
|
|
|
|
|
|
|
|
|
Litigation settlement
costs |
— |
|
|
(278 |
) |
|
|
|
|
|
|
|
|
Total
Adjustments to Discontinued Operations |
— |
|
|
839 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
Operating Income from Continuing Operations |
21,671 |
|
|
19,666 |
|
|
|
|
|
|
|
|
|
Non-GAAP net interest
expense |
1,475 |
|
|
3,955 |
|
|
|
|
|
|
|
|
|
Non-GAAP income before
taxes from continuing operations |
20,196 |
|
|
15,711 |
|
|
|
|
|
|
|
|
|
Adjustments to tax
expense from continuing operations |
2,748 |
|
|
4,934 |
|
|
|
|
|
|
|
|
|
Non-GAAP provision for
income taxes from continuing operations |
5,695 |
|
|
5,167 |
|
|
|
|
|
|
|
|
|
Non-GAAP net
income from continuing operations |
14,501 |
|
|
10,544 |
|
|
$ |
0.72 |
|
|
$ |
0.53 |
|
|
$ |
0.72 |
|
|
$ |
0.53 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP income
before taxes from discontinued operations |
— |
|
|
11,696 |
|
|
|
|
|
|
|
|
|
Adjustments to tax
expense from discontinued operations |
— |
|
|
(414 |
) |
|
|
|
|
|
|
|
|
Non-GAAP (benefit)
provision for income taxes from discontinuing operations |
— |
|
|
1,505 |
|
|
|
|
|
|
|
|
|
Non-GAAP net
income from discontinued operations |
— |
|
|
10,191 |
|
|
$ |
— |
|
|
$ |
0.52 |
|
|
$ |
— |
|
|
$ |
0.51 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP net
income |
$ |
14,501 |
|
|
$ |
20,735 |
|
|
$ |
0.72 |
|
|
$ |
1.05 |
|
|
$ |
0.72 |
|
|
$ |
1.04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
Average Shares Outstanding |
|
|
|
|
20,166 |
|
|
19,807 |
|
|
20,201 |
|
|
19,982 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second quarter fiscal 2018, six months ended October 27,
2017, compared to the corresponding period a year ago:
|
|
|
|
|
|
|
|
(in thousands) |
|
|
|
|
|
|
|
|
Six Months Ended |
|
October 27,2017 |
|
% of Sales |
|
October 28,2016 |
|
% of Sales |
Operating income from
Continuing Operations, as reported |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Sales |
$ |
226,891 |
|
|
|
|
$ |
182,099 |
|
|
|
Cost of
goods sold |
158,746 |
|
|
70.0 |
% |
|
120,301 |
|
|
66.1 |
% |
Gross
Margin |
68,145 |
|
|
30.0 |
% |
|
61,798 |
|
|
33.9 |
% |
|
|
|
|
|
|
|
|
Advertising and marketing costs |
8,377 |
|
|
3.7 |
% |
|
6,782 |
|
|
3.7 |
% |
Selling
costs |
8,690 |
|
|
3.8 |
% |
|
7,813 |
|
|
4.3 |
% |
Distribution costs |
10,736 |
|
|
4.7 |
% |
|
8,623 |
|
|
4.8 |
% |
General
and administrative costs |
18,908 |
|
|
8.4 |
% |
|
18,836 |
|
|
10.3 |
% |
Amortization of intangible assets |
1,837 |
|
|
0.8 |
% |
|
78 |
|
|
— |
% |
Impairment, restructuring and other exit costs |
5,876 |
|
|
2.6 |
% |
|
16,168 |
|
|
8.9 |
% |
Operating
Income |
13,721 |
|
|
6.0 |
% |
|
3,498 |
|
|
1.9 |
% |
|
|
|
|
|
|
|
|
Non-GAAP Adjustments to
Continuing Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and administrative |
(2,074 |
) |
|
|
|
— |
|
|
|
Impairment, restructuring and other exit costs |
(5,876 |
) |
|
|
|
(16,168 |
) |
|
|
Total Adjustments to
Operating Income |
7,950 |
|
|
|
|
16,168 |
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Operating
Income from Continuing Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales |
$ |
226,891 |
|
|
|
|
$ |
182,099 |
|
|
|
Cost of
goods sold |
158,746 |
|
|
70.0 |
% |
|
120,301 |
|
|
66.1 |
% |
Gross Margin |
68,145 |
|
|
30.0 |
% |
|
61,798 |
|
|
33.9 |
% |
|
|
|
|
|
|
|
|
Advertising and marketing costs |
8,377 |
|
|
3.7 |
% |
|
6,782 |
|
|
3.7 |
% |
Selling
costs |
8,690 |
|
|
3.8 |
% |
|
7,813 |
|
|
4.3 |
% |
Distribution costs |
10,736 |
|
|
4.7 |
% |
|
8,623 |
|
|
4.8 |
% |
General
and administrative costs |
16,834 |
|
|
7.4 |
% |
|
18,836 |
|
|
10.3 |
% |
Amortization of intangible assets |
1,837 |
|
|
0.8 |
% |
|
78 |
|
|
— |
% |
Impairment, restructuring and other exit costs |
— |
|
|
— |
% |
|
— |
|
|
— |
% |
Total non-GAAP
operating income |
$ |
21,671 |
|
|
9.6 |
% |
|
$ |
19,666 |
|
|
10.8 |
% |
|
|
|
|
|
|
|
|
Depreciation and amortization from Continuing Operations |
14,989 |
|
|
|
|
10,859 |
|
|
|
Stock
compensation expense from Continuing Operations |
546 |
|
|
|
|
1,628 |
|
|
|
Adjusted EBITDA |
$ |
37,206 |
|
|
|
|
$ |
32,153 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statements of Net Income
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
October 27,2017 |
|
October 28,2016 |
|
October 27,2017 |
|
October 28,2016 |
Net
Sales |
$ |
117,626 |
|
|
$ |
96,158 |
|
|
$ |
226,891 |
|
|
$ |
182,099 |
|
Cost of
goods sold |
82,920 |
|
|
62,881 |
|
|
158,746 |
|
|
120,301 |
|
Gross
Margin |
34,706 |
|
|
33,277 |
|
|
68,145 |
|
|
61,798 |
|
Operating
expenses: |
|
|
|
|
|
|
|
Advertising and marketing costs |
5,313 |
|
|
3,543 |
|
|
8,377 |
|
|
6,782 |
|
Selling
costs |
4,257 |
|
|
4,099 |
|
|
31,132 |
|
|
31,198 |
|
Distribution costs |
5,373 |
|
|
4,674 |
|
|
44,372 |
|
|
37,640 |
|
General
and administrative costs |
10,308 |
|
|
9,522 |
|
|
8,377 |
|
|
6,782 |
|
Amortization of intangible assets |
936 |
|
|
39 |
|
|
8,690 |
|
|
7,813 |
|
Impairment, restructuring and other exit costs |
5,876 |
|
|
16,168 |
|
|
10,736 |
|
|
8,623 |
|
Operating
Income (Loss) |
2,643 |
|
|
(4,768 |
) |
|
18,908 |
|
|
18,836 |
|
Net
interest expense |
1,015 |
|
|
1,335 |
|
|
1,837 |
|
|
78 |
|
Income (Loss)
from Continuing Operations Before Income Taxes |
1,628 |
|
|
(6,103 |
) |
|
5,876 |
|
|
16,168 |
|
(Benefit) Provision for
income taxes |
(622 |
) |
|
(1,969 |
) |
|
13,721 |
|
|
3,498 |
|
Income (Loss)
from Continuing Operations |
2,250 |
|
|
(4,134 |
) |
|
1,475 |
|
|
2,822 |
|
|
|
|
|
|
|
|
|
Income from
Discontinued Operations, net of Income Taxes |
— |
|
|
4,352 |
|
|
12,246 |
|
|
676 |
|
Net
Income |
$ |
2,250 |
|
|
$ |
218 |
|
|
$ |
9,299 |
|
|
$ |
9,381 |
|
|
|
|
|
|
|
|
|
Earnings Per
Share — Income (Loss) from Continuing Operations |
|
|
|
|
|
|
|
Basic |
$ |
0.11 |
|
|
$ |
(0.21 |
) |
|
$ |
0.46 |
|
|
$ |
0.02 |
|
Diluted |
$ |
0.11 |
|
|
$ |
(0.21 |
) |
|
$ |
0.46 |
|
|
$ |
0.02 |
|
|
|
|
|
|
|
|
|
Earnings Per
Share — Income from Discontinued Operations |
|
|
|
|
|
|
|
Basic |
$ |
— |
|
|
$ |
0.22 |
|
|
$ |
— |
|
|
$ |
0.45 |
|
Diluted |
$ |
— |
|
|
$ |
0.22 |
|
|
$ |
— |
|
|
$ |
0.45 |
|
|
|
|
|
|
|
|
|
Earnings Per
Share — Net Income |
|
|
|
|
|
|
|
Basic |
$ |
0.11 |
|
|
$ |
0.01 |
|
|
$ |
0.46 |
|
|
$ |
0.47 |
|
Diluted |
$ |
0.11 |
|
|
$ |
0.01 |
|
|
$ |
0.46 |
|
|
$ |
0.47 |
|
|
|
|
|
|
|
|
|
Cash Dividends
Paid Per Share |
$ |
0.34 |
|
|
$ |
0.34 |
|
|
$ |
8.18 |
|
|
$ |
0.68 |
|
|
|
|
|
|
|
|
|
Weighted
Average Shares Outstanding |
|
|
|
|
|
|
|
Basic |
20,188 |
|
|
19,825 |
|
|
20,166 |
|
|
19,807 |
|
Dilutive
shares |
33 |
|
|
139 |
|
|
35 |
|
|
175 |
|
Diluted |
20,221 |
|
|
19,964 |
|
|
20,201 |
|
|
19,982 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Balance Sheets
|
|
|
|
|
Unaudited October 27, 2017 |
|
April 28, 2017 |
Assets |
Current
Assets |
|
|
|
Cash and
equivalents |
$ |
1,438 |
|
|
$ |
210,886 |
|
Accounts receivable,
net |
41,782 |
|
|
28,071 |
|
Inventories |
29,709 |
|
|
17,210 |
|
Federal and state
income taxes receivable |
15,155 |
|
|
2,895 |
|
Prepaid expenses and
other current assets |
6,268 |
|
|
6,833 |
|
Current assets held for
sale |
3,334 |
|
|
3,334 |
|
Total Current Assets |
97,686 |
|
|
269,229 |
|
Property, plant and
equipment |
296,745 |
|
|
244,554 |
|
Less accumulated
depreciation |
133,386 |
|
|
113,814 |
|
Net Property, Plant and Equipment |
163,359 |
|
|
130,740 |
|
Other
Assets |
|
|
|
Deposits and other |
1,896 |
|
|
2,118 |
|
Rabbi trust assets |
23,346 |
|
|
22,353 |
|
Goodwill |
99,829 |
|
|
19,634 |
|
Other intangible
assets, net |
35,167 |
|
|
39 |
|
Deferred income tax
assets |
5,291 |
|
|
5,131 |
|
Total Other Assets |
165,529 |
|
|
49,275 |
|
Total
Assets |
$ |
426,574 |
|
|
$ |
449,244 |
|
Liabilities and Stockholders’
Equity |
Current
Liabilities |
|
|
|
Current debt
payable |
$ |
1,588 |
|
|
$ |
428 |
|
Accounts payable |
24,004 |
|
|
13,424 |
|
Accrued property, plant
and equipment purchases |
1,353 |
|
|
1,283 |
|
Accrued non-income
taxes |
1,126 |
|
|
3,353 |
|
Accrued wages and
related liabilities |
5,933 |
|
|
16,404 |
|
Self-insurance
reserves |
4,829 |
|
|
7,878 |
|
Current taxes
payable |
1,483 |
|
|
27,954 |
|
Current reserve for
uncertain tax provision |
1,481 |
|
|
1,481 |
|
Other accrued
expenses |
18,160 |
|
|
17,905 |
|
Total Current Liabilities |
59,957 |
|
|
90,110 |
|
Non-Current
Liabilities |
|
|
|
Deferred
compensation |
17,125 |
|
|
17,277 |
|
Reserve for uncertain
tax positions |
2,595 |
|
|
1,795 |
|
Deferred income tax
liabilities |
18,655 |
|
|
50 |
|
Other non-current
liabilities |
29,552 |
|
|
6,097 |
|
Credit facility
borrowings and other non-current debt |
125,023 |
|
|
2,267 |
|
Total Non-Current Liabilities |
192,950 |
|
|
27,486 |
|
Stockholders’
Equity |
|
|
|
Common stock, $0.01 par
value; authorized 100,000 shares; issued 42,638 shares at October
27, 2017, and April 28, 2017 |
426 |
|
|
426 |
|
Capital in excess of
par value |
258,025 |
|
|
260,619 |
|
Retained earnings |
775,580 |
|
|
931,315 |
|
Treasury stock, 22,663
shares at October 27, 2017, and 22,842 shares at April 28,
2017, at cost |
(860,364 |
) |
|
(860,712 |
) |
Total
Stockholders’ Equity |
173,667 |
|
|
331,648 |
|
Total
Liabilities and Stockholders' Equity |
$ |
426,574 |
|
|
$ |
449,244 |
|
|
|
|
|
|
|
|
|
Consolidated Statements of Cash Flows
|
|
|
Six Months Ended |
|
October 27, 2017 |
|
October 28, 2016 |
Operating
activities: |
|
|
|
Net
income |
$ |
9,299 |
|
|
$ |
9,381 |
|
|
|
|
|
Adjustments to
reconcile net income to net cash provided by operating
activities: |
|
|
|
Depreciation and amortization |
14,989 |
|
|
35,218 |
|
Impairments |
— |
|
|
16,523 |
|
Gain on
disposal of fixed assets |
(35 |
) |
|
(1,664 |
) |
Gain on
rabbi trust assets |
(994 |
) |
|
(967 |
) |
Loss on
deferred compensation |
1,479 |
|
|
1,115 |
|
Share-based compensation |
546 |
|
|
3,263 |
|
Accretion
on long-term note receivable |
— |
|
|
(1,133 |
) |
Deferred
income taxes |
(1 |
) |
|
(5,903 |
) |
Amortization of deferred financing costs |
154 |
|
|
720 |
|
Cash
provided by (used for) assets and liabilities: |
|
|
|
Accounts
receivable |
(7,703 |
) |
|
(10,930 |
) |
Inventories |
(9,283 |
) |
|
(8,338 |
) |
Prepaid
expenses and other current assets |
1,334 |
|
|
491 |
|
Accounts
payable |
8,356 |
|
|
4,110 |
|
Federal
and state income taxes |
(38,638 |
) |
|
(11,185 |
) |
Accrued
wages and related liabilities |
(10,900 |
) |
|
(6,941 |
) |
Self-insurance |
(3,049 |
) |
|
(1,740 |
) |
Accrued
non-income taxes |
(2,227 |
) |
|
(1,450 |
) |
Deferred
revenue |
— |
|
|
(2,096 |
) |
Other
assets and liabilities |
(2,482 |
) |
|
(7,060 |
) |
Net cash (used
in) provided by operating activities |
(39,155 |
) |
|
11,414 |
|
Investing
activities: |
|
|
|
Acquisition of Pineland Farms Potato Company |
(115,811 |
) |
|
— |
|
Purchase
of property, plant and equipment |
(9,817 |
) |
|
(37,086 |
) |
Proceeds
from sale of property, plant and equipment |
11 |
|
|
10,688 |
|
Deposits
and other |
82 |
|
|
130 |
|
Net cash used
in investing activities |
(125,535 |
) |
|
(26,268 |
) |
Financing
activities: |
|
|
|
Cash
dividends paid |
(163,013 |
) |
|
(13,452 |
) |
Gross
proceeds from credit facility borrowings and other long-term
debt |
147,500 |
|
|
189,179 |
|
Gross
repayments of credit facility borrowings and other long-term
debt |
(23,585 |
) |
|
(166,490 |
) |
Cash paid
for taxes on share-based compensation |
(5,660 |
) |
|
(667 |
) |
Excess
tax benefits from share-based compensation |
— |
|
|
(1,729 |
) |
Net cash (used
in) provided by financing activities |
(44,758 |
) |
|
6,841 |
|
Net cash used
in operations |
(209,448 |
) |
|
(8,013 |
) |
Cash and
equivalents at the beginning of the period |
210,886 |
|
|
12,896 |
|
Cash and
equivalents at the end of the period |
$ |
1,438 |
|
|
$ |
4,883 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BEF
Foods total pounds sold, by category |
|
|
|
|
|
|
Fiscal
2018 |
|
|
|
|
|
|
|
|
|
|
Category |
|
Q1 |
|
Q2 |
|
Q3 |
|
Q4 |
|
YTD |
Sides |
|
43.5 |
% |
|
46.2 |
% |
|
|
|
|
|
44.9 |
% |
Sausage |
|
17.1 |
% |
|
17.0 |
% |
|
|
|
|
|
17.0 |
% |
Food Service |
|
35.3 |
% |
|
32.9 |
% |
|
|
|
|
|
34.0 |
% |
Frozen |
|
2.6 |
% |
|
2.3 |
% |
|
|
|
|
|
2.4 |
% |
Other |
|
1.5 |
% |
|
1.6 |
% |
|
|
|
|
|
1.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
Fiscal
2017 |
|
|
|
|
|
|
|
|
|
|
Category |
|
Q1 |
|
Q2 |
|
Q3 |
|
Q4 |
|
FY 2017 |
Sides |
|
51.4 |
% |
|
52.5 |
% |
|
52.5 |
% |
|
54.0 |
% |
|
52.6 |
% |
Sausage |
|
21.2 |
% |
|
21.9 |
% |
|
24.9 |
% |
|
22.3 |
% |
|
22.7 |
% |
Food Service -
External |
|
11.6 |
% |
|
10.7 |
% |
|
10.1 |
% |
|
11.1 |
% |
|
10.8 |
% |
Food Service - Sales to
discontinued operations |
|
8.3 |
% |
|
9.0 |
% |
|
7.7 |
% |
|
7.7 |
% |
|
8.1 |
% |
Frozen |
|
3.9 |
% |
|
3.4 |
% |
|
2.7 |
% |
|
3.0 |
% |
|
3.2 |
% |
Other |
|
3.6 |
% |
|
2.5 |
% |
|
2.1 |
% |
|
1.9 |
% |
|
2.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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