þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended April 28, 2017 | ||
OR | ||
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to |
Delaware | 31-4421866 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
8111 Smith's Mill Road, New Albany, Ohio | 43054 | |
(Address of principal executive offices) | (Zip Code) |
Title of Each Class | Name of Each Exchange on Which Registered | |
Common Stock, $.01 par value per share | The NASDAQ Global Select Market |
Large accelerated filer þ | Accelerated filer ¨ | Non-accelerated filer ¨ | Smaller reporting company ¨ | |||
(Do not check if a smaller reporting company) | Emerging growth company ¨ |
Class | Outstanding as of June 12, 2017 | |
Common Stock, $.01 par value per share | 19,924,672 |
Document | Parts Into Which Incorporated | |
Portions of the registrant’s Proxy Statement for the 2017 Annual Meeting of Stockholders | Part III |
Table of Contents | |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | |
• | consumers’ perceptions of the relative quality, variety, affordability and value of the food products we offer; |
• | food safety events, including instances of food-borne illness (such as salmonella, E. coli, listeria, etc.) involving our production plants or our supply chain; |
• | the effects of negative publicity that can occur from increased use of social media; |
• | success of operating and marketing initiatives, including advertising and promotional efforts and new product development by us and our competitors; |
• | changes in consumer tastes and preferences, and in discretionary consumer spending; |
• | changes in spending patterns and demographic trends; |
• | changes in commodity costs, labor, supply, fuel, utilities, distribution and other operating costs; |
• | development costs, including plant construction, acquisition and renovation costs; |
• | availability of qualified personnel, and the ability to retain such personnel; |
• | our ability, if necessary, to secure alternative distribution of supplies of food, equipment and other products to our production facilities at competitive rates and in adequate amounts, and the potential financial impact of any interruptions in such production or distribution; |
• | availability and cost of insurance; |
• | adverse weather conditions; |
• | availability, terms (including increases in interest rates) and deployment of capital; |
• | changes in, and our ability to comply with, legal, regulatory or similar requirements, overtime rules, minimum wage rates, wage and hour laws, government-mandated health care benefits, tax legislation, and accounting standards; |
• | the costs, uncertainties and other effects of legal, environmental and administrative proceedings; |
• | the effects of charges for impairment of goodwill or for the impairment of other long-lived assets; |
• | the effects of war or terrorist activities; |
• | the ability to generate sufficient cash flow to meet debt service obligations, compliance with operational and financial covenants, and restrictions on the Company’s ability to implement strategic plans in the future; |
• | the ability to successfully integrate the recently acquired Pineland Farms Potato Company Inc. or other potential future acquisitions into our food production business |
• | costs associated with the sale and separation of our Bob Evans Restaurants business, including obligations that may arise under our capacity as guarantor of payment and performance conditions for certain restaurant leases, as well as costs associated with a transition services agreement established as part of the transaction; and |
• | other risks and uncertainties affecting us and our subsidiaries referred to in this Annual Report on Form 10-K (see “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”) and in our other current and periodic filings with the SEC. |
• | In 1987, we expanded our business by acquiring Owens Country Sausage, Inc. |
• | In 1991, we established the Bob Evans foodservice division, which sold food products directly to distributors and institutions. |
• | In 1997, we began selling refrigerated side-dish products to our grocery customers. |
• | In 2003, Owens Country Sausage purchased a food production plant in Sulphur Springs, Texas and began major renovations. |
• | Beginning in 2009, as part of a network optimization program, we eliminated direct store deliveries and began shipping products directly to customer warehouses. As part of this program, in 2010 we closed our fresh sausage plant in Galva, Illinois, and also formed BEF Management, Inc. to act as a management company. In 2011, we sold our distribution center in Springfield, Ohio. We also completed a restructuring of the foods segment by creating BEF Foods, Inc., which consolidated all food production and operations under one company. |
• | In 2012, we purchased a 100,000 square foot food production facility in Lima, Ohio, where we primarily produce potato and pasta-based refrigerated side-dish products. |
• | In 2013, we closed our fresh sausage plant in Richardson, Texas and our production facility in Bidwell, Ohio. We also began the first phase of an expansion at our Lima, Ohio, production facility and began an expansion at the Sulphur Springs, Texas, production facility. |
• | In October 2013, we moved into our new corporate headquarters in New Albany, Ohio. |
• | In 2014, we closed our production facility in Springfield, Ohio and also completed the expansions at the Lima, Ohio, and Sulphur Springs, Texas production facilities. |
• | In October 2015, we entered into a sale leaseback transaction on our Lima, Ohio, and Sulphur Springs, Texas, production facilities. The lease agreement includes an initial 20-year term and two ten-year renewal options. |
• | In August 2016, we completed a fourth production line at the Lima, Ohio, plant. |
• | In April 2017, we completed the sale of the Bob Evans Restaurants business as well as our corporate headquarters to affiliates of Golden Gate Capital Opportunity Fund, L.P. and completely divested from the restaurant segment. |
• | In May 2017, we completed the acquisition of Pineland Farms Potato Company, a Maine corporation with assets that include a state-of-the-art potato processing facility and a 900-acre potato farm. |
• | increasing overall household penetration of the refrigerated side-dish market from 20% utilization, by 3-4x; |
• | expanding SKU penetration at current retail customers |
• | achieving new retail distribution including non-traditional grocery retailers such as food clubs and convenience stores; |
• | expansion of our food service channel; and |
• | continued product innovation including additional opportunities in vegetables, rice and pasta side-dish varieties. |
Name | Age | Years of Service as Officer | Background | |||||
T. Alan Ashworth | 57 | 5 | Senior Vice President, Corporate Development and Finance, and Treasurer of Bob Evans Farms, Inc. since July 2015; Vice President, Corporate Development and Finance, and Treasurer of Bob Evans Farms, Inc. from June 2014 to July 2015; Chief Financial Officer (Interim) of Bob Evans Farms, Inc. from May 2014 to June 2014; Vice President, Corporate Development and Finance of Bob Evans Farms, Inc. from August 2012 to June 2014; Senior Director, Finance of Bob Evans Farms, Inc. from December 2011 to August 2012; Vice President, Finance, Convergys Corporation from 2008 to 2011. | |||||
Douglas N. Benham | 60 | 1 | Executive Chair of Bob Evans Farms, Inc. since January 2016; Executive Chair (chief executive officer) of Bob Evans Farms, Inc. from August 2015 to December 2015; President and Chief Executive Officer of DNB Advisors, LLC, since 2006. | |||||
Terrance R. Camp | 58 | Less than 1 | Senior Vice President of Operations, Bob Evans Farms, Inc. since May 2015; Vice President of Operations, Bob Evans Farms, Inc. May 2013 to May 2015; Senior Director of Operations, Bob Evans Farms, Inc. May 2011 to May 2013; Director of Operations, Bob Evans Farms, Inc. May 2006 to May 2011. | |||||
Colin M. Daly | 45 | 5 | Executive Vice President, General Counsel and Corporate Secretary of Bob Evans Farms, Inc. since December 2014; Senior Vice President, General Counsel and Corporate Secretary of Bob Evans Farms, Inc. from May 2012 to December 2014; General Counsel of O’Charley’s Inc. from February 2008 to May 2012; Secretary of O’Charley’s Inc. from March 2009 to May 2012. | |||||
Richard D. Hall | 61 | 21 | Executive Vice President, Supply Chain Management of Bob Evans Farms, Inc. since September 2008. | |||||
Mark E. Hood | 64 | 3 | Chief Financial and Administrative Officer of Bob Evans Farms, Inc., since September 2015; Member, Chief Executive Officer’s Office of Bob Evans Farms, Inc. from December 2014 to August 2015; Chief Financial Officer of Bob Evans Farms, Inc. since June 2014; Consultant from July 2012 to June 2014; Senior Vice President and Chief Financial Officer, Caleres Inc., (formerly Brown Shoe Company, Inc.) from 2006 to 2012. | |||||
Christopher J. Lambrix | 49 | Less than 1 | Senior Vice President of Retail Development, Bob Evans Farms, Inc. since June 2011; Principal, A.T. Kearney Consumer Industries and Retail Practice, May 2008 to May 2011; Vice President of Retail Price and Promotion, Sara Lee, August 2006 to August 2008. | |||||
J. Michael Townsley | 58 | 14 | President and Chief Executive Officer of Bob Evans Farms, Inc. since April 2017; President, BEF Foods, Inc. from June 2008 to March 2017; Member, Chief Executive Officer’s Office of Bob Evans Farms, Inc. from December 2014 to August 2015. |
2012 | 2013 | 2014 | 2015 | 2016 | 2017 | |||||||||||||
Old Peer Group (1) | $ | 100.00 | $ | 113.03 | $ | 135.10 | $ | 168.55 | $ | 148.40 | $ | 168.97 | ||||||
New Peer group (2) | $ | 100.00 | $ | 129.45 | $ | 151.64 | $ | 187.61 | $ | 187.37 | $ | 196.71 | ||||||
S&P 500 | $ | 100.00 | $ | 115.32 | $ | 138.69 | $ | 160.85 | $ | 160.35 | $ | 189.08 | ||||||
Bob Evans Farms, Inc. | $ | 100.00 | $ | 113.06 | $ | 127.48 | $ | 126.64 | $ | 131.11 | $ | 197.57 |
(in thousands, except per share, shareholder and employee amounts) | 2017 | 2016 | 2015 | 2014 | 2013 | ||||||||||||||
Operating Results | |||||||||||||||||||
Net Sales from Continuing Operations | $ | 394,842 | $ | 387,616 | $ | 379,313 | $ | 371,973 | $ | 348,808 | |||||||||
Operating Income (Loss) from Continuing Operations | $ | 30,126 | $ | 33,074 | $ | (5,357 | ) | $ | (10,290 | ) | $ | (2,402 | ) | ||||||
Income (Loss) from Continuing Operations before Income Taxes | $ | 20,910 | $ | 22,647 | $ | (14,006 | ) | $ | (12,304 | ) | $ | (13,887 | ) | ||||||
Provision (Benefit) for Income Taxes from Continuing Operations | $ | 3,874 | $ | 6,439 | $ | (8,626 | ) | $ | (12,678 | ) | $ | (5,235 | ) | ||||||
Income from Continuing Operations | $ | 17,036 | $ | 16,208 | $ | (5,380 | ) | $ | 374 | $ | (8,651 | ) | |||||||
Income from Discontinued Operations, Net of Income Taxes | $ | 109,431 | $ | 8,014 | $ | 21,933 | $ | 33,311 | $ | 7,830 | |||||||||
Net Income | $ | 126,467 | $ | 24,222 | $ | 16,553 | $ | 33,685 | $ | (821 | ) | ||||||||
Earnings Per Share - Income from Continuing Operations | |||||||||||||||||||
Basic | $ | 0.86 | $ | 0.76 | $ | (0.23 | ) | $ | 0.01 | $ | (0.31 | ) | |||||||
Diluted | $ | 0.85 | $ | 0.75 | $ | (0.23 | ) | $ | 0.01 | $ | (0.30 | ) | |||||||
Earnings Per Share - Income from Discontinued Operations | |||||||||||||||||||
Basic | $ | 5.51 | $ | 0.38 | $ | 0.93 | $ | 1.26 | $ | 0.28 | |||||||||
Diluted | $ | 5.43 | $ | 0.38 | $ | 0.93 | $ | 1.25 | $ | 0.27 | |||||||||
Earnings Per Share - Net Income | |||||||||||||||||||
Basic | $ | 6.37 | $ | 1.14 | $ | 0.70 | $ | 1.27 | $ | (0.03 | ) | ||||||||
Diluted | $ | 6.28 | $ | 1.13 | $ | 0.70 | $ | 1.26 | $ | (0.03 | ) | ||||||||
EBITDA from continuing operations (1) | $ | 76,682 | $ | 57,076 | $ | 17,368 | $ | 12,398 | $ | 15,687 | |||||||||
Financial Position | |||||||||||||||||||
Working capital | $ | 176,305 | $ | (57,819 | ) | $ | (45,014 | ) | $ | (486,499 | ) | $ | (190,426 | ) | |||||
Property, plant and equipment — net (2) | $ | 134,074 | $ | 629,280 | $ | 853,721 | $ | 878,482 | $ | 797,272 | |||||||||
Total indebtedness | $ | 2,695 | $ | 339,057 | $ | 451,085 | $ | 459,733 | $ | 202,249 | |||||||||
Stockholders’ Equity | $ | 331,648 | $ | 216,444 | $ | 379,991 | $ | 389,219 | $ | 594,775 | |||||||||
Supplemental Information for the Year | |||||||||||||||||||
Capital expenditures | $ | 65,768 | $ | 65,694 | $ | 74,517 | $ | 190,995 | $ | 118,200 | |||||||||
Depreciation and amortization from continuing operations | $ | 24,031 | $ | 21,044 | $ | 18,364 | $ | 15,790 | $ | 13,776 | |||||||||
Weighted-average shares outstanding: | |||||||||||||||||||
Basic | 19,839 | 21,336 | 23,489 | 26,450 | 28,066 | ||||||||||||||
Diluted | 20,132 | 21,494 | 23,649 | 26,704 | 28,488 | ||||||||||||||
Cash dividends per share | $ | 1.360 | $ | 1.300 | $ | 1.240 | $ | 1.205 | $ | 1.075 | |||||||||
Common stock market closing prices: | |||||||||||||||||||
High | $ | 67.25 | $ | 51.88 | $ | 59.64 | $ | 58.86 | $ | 45.36 | |||||||||
Low | $ | 35.67 | $ | 37.51 | $ | 42.70 | $ | 42.60 | $ | 34.45 | |||||||||
Supplemental Information at Year-End | |||||||||||||||||||
Employees | 1,021 | 30,625 | 32,341 | 34,470 | 34,023 | ||||||||||||||
Registered stockholders | 14,744 | 15,719 | 16,578 | 17,689 | 18,927 | ||||||||||||||
Market price per share at closing | $ | 66.74 | $ | 45.54 | $ | 45.29 | $ | 46.80 | $ | 42.52 | |||||||||
Book value per share | $ | 16.75 | $ | 10.96 | $ | 16.23 | $ | 16.69 | $ | 21.68 |
(1) | Numbers represent earnings before interest, taxes, depreciation and amortization including any stock compensation expense from continuing operations. |
(2) | On the April 29, 2016, Consolidated Balance Sheet, property, plant and equipment associated with our Restaurants Business was classified as assets held for sale. See Note 2 for additional information. |
Results from Continuing Operations | |||||||||||||
(in thousands) | 2017 | 2016 | |||||||||||
Net Sales | $ | 394,842 | $ | 387,616 | |||||||||
Cost of sales | 170,820 | 43.3 | % | 172,973 | 44.6 | % | |||||||
Operating wage and fringe benefit expenses | 39,964 | 10.1 | % | 42,189 | 10.9 | % | |||||||
Other operating expenses | 58,402 | 14.8 | % | 52,387 | 13.5 | % | |||||||
Selling, general and administrative expenses | 56,243 | 14.2 | % | 65,949 | 17.1 | % | |||||||
Depreciation and amortization expense | 24,031 | 6.1 | % | 21,044 | 5.4 | % | |||||||
Impairments | 15,256 | 3.9 | % | — | — | ||||||||
Operating Income | $ | 30,126 | 7.6 | % | $ | 33,074 | 8.5 | % |
(in thousands) | 2017 | 2016 | |||||||||
Category | |||||||||||
Refrigerated Sides | 132,089 | 57.3 | % | 119,328 | 54.4 | % | |||||
Sausage | 57,081 | 24.7 | % | 54,864 | 25.0 | % | |||||
Food Service | 27,135 | 11.8 | % | 27,940 | 12.7 | % | |||||
Frozen | 8,021 | 3.5 | % | 9,318 | 4.3 | % | |||||
Other | 6,190 | 2.7 | % | 7,997 | 3.6 | % | |||||
Total | 230,516 | 219,447 |
Results from Discontinued Operations | |||||||
(in thousands) | 2017 | 2016 | |||||
Income from discontinued operations before gain on sale of the Restaurants Business | $ | 16,785 | $ | 2,774 | |||
Gain on sale of the Restaurants Business | 150,167 | — | |||||
Income from discontinued operations before income taxes | 166,952 | 2,774 | |||||
Provision (benefit) for income taxes | 57,521 | (5,240 | ) | ||||
Income from discontinued operations | $ | 109,431 | $ | 8,014 |
Results from Continuing Operations | |||||||||||||
(in thousands) | 2016 | 2015 | |||||||||||
Net Sales | $ | 387,616 | $ | 379,313 | |||||||||
Cost of sales | 172,973 | 44.6 | % | 199,067 | 52.5 | % | |||||||
Operating wage and fringe benefit expenses | 42,189 | 10.9 | % | 41,717 | 11.0 | % | |||||||
Other operating expenses | 52,387 | 13.5 | % | 49,381 | 13.0 | % | |||||||
Selling, general and administrative expenses | 65,949 | 17.1 | % | 73,380 | 19.4 | % | |||||||
Depreciation and amortization expense | 21,044 | 5.4 | % | 18,364 | 4.8 | % | |||||||
Impairments | — | — | % | 2,761 | 0.7 | % | |||||||
Operating Income (Loss) | $ | 33,074 | 8.5 | % | $ | (5,357 | ) | (1.4 | )% |
(in thousands) | 2016 | 2015 | |||||||||
Category | |||||||||||
Refrigerated Sides | 119,328 | 54.4 | % | 101,746 | 50.0 | % | |||||
Sausage | 54,864 | 25.0 | % | 49,072 | 24.1 | % | |||||
Food Service | 27,940 | 12.7 | % | 34,856 | 17.1 | % | |||||
Frozen | 9,318 | 4.3 | % | 9,946 | 4.9 | % | |||||
Other | 7,997 | 3.6 | % | 7,955 | 3.9 | % | |||||
Total | 219,447 | 203,575 |
Results from Discontinued Operations | |||||||
(in thousands) | 2016 | 2015 | |||||
Income from discontinued operations before income taxes | $ | 2,774 | $ | 23,043 | |||
(Benefit) Provision for income taxes | (5,240 | ) | 1,110 | ||||
Income from discontinued operations | $ | 8,014 | $ | 21,933 |
(in thousands) | 2018 | 2019 | 2020 | 2021 | 2022 | Thereafter | Total | |||||||||||||||||||||
Operating leases (1) | $ | 3,586 | $ | 3,657 | $ | 3,731 | $ | 3,805 | $ | 3,881 | $ | 60,657 | $ | 79,317 | ||||||||||||||
Debt (2) | 428 | 428 | 428 | 517 | 1,000 | 2,801 | ||||||||||||||||||||||
Purchase obligations (3) | 45,203 | — | — | — | — | — | 45,203 | |||||||||||||||||||||
Deferred compensation (4) | 4,047 | 1,652 | 1,351 | 1,094 | 970 | 10,812 | 19,926 | |||||||||||||||||||||
Capital project obligations (5) | 5,081 | 5,081 | ||||||||||||||||||||||||||
Other (6) | 2,797 | 2,551 | 2,186 | 140 | — | — | 7,674 | |||||||||||||||||||||
Totals | $ | 61,142 | $ | 8,288 | $ | 7,696 | $ | 5,556 | $ | 5,851 | $ | 71,469 | $ | 160,002 |
(1) | Obligations for operating leases include payments through the end of current lease terms and do not include the impact of any available renewal periods. |
(2) | The balances represent principle payments on our Research and Development Investment Loans. See Note 3 to the Consolidated Financial Statements for more details. |
(3) | Purchase obligations are comprised of $45.2 million of raw material purchase commitments for BEF Foods, all of which are expected to be satisfied in the next 12 months. Many of these agreements do not obligate us to purchase any specific volumes and include provisions that would allow us to cancel such agreements with appropriate notice. For such agreements, amounts included in the table above represent our estimate of expected purchases prior to any cancellation of these contracts with appropriate notice. |
(4) | Deferred compensation obligations in future years may change due to additional participant deferral, returns on participant investments and changes in distribution elections by our plan participants. The obligations above exclude share based obligations, see Note 7 to the Consolidated Financial Statements for more details. |
(5) | Capital project obligations in fiscal 2018 primarily relate to purchase commitments for capital projects at our production facilities. |
(6) | Primarily relates to IT service commitments for ongoing support of our ERP system and other IT infrastructure. |
Guidance Metric | Fiscal 2018 Outlook (1) | |
Net sales | $464 to $476 million | |
EBITDA | $102 to $108 million | |
GAAP diluted earnings per share | $2.06 to $2.24 | |
Sow cost (per hundredweight) | $43 to $46 | |
Capital expenditures | $25 to $30 million | |
Net interest expense | $3.8 to $4.3 million | |
GAAP Tax rate | 34.5% to 35.5% | |
Diluted weighted-average share count | approximately 20.4 million shares | |
Share repurchase authorization | $100 million |
(1) | This outlook is subject to a number of factors beyond the Company’s control, including the risk factors discussed in this Form 10‑K and other subsequent filings with the Securities and Exchange Commission. |
April 28, 2017 | April 29, 2016 | ||||||
Assets | |||||||
Current Assets | |||||||
Cash and equivalents | $ | 210,886 | $ | 11,609 | |||
Accounts receivable, net | 28,071 | 24,613 | |||||
Inventories | 17,210 | 17,093 | |||||
Federal and state income taxes receivable | 2,895 | — | |||||
Prepaid expenses and other current assets | 6,833 | 5,716 | |||||
Current assets held for sale | 3,334 | 48,707 | |||||
Total Current Assets | 269,229 | 107,738 | |||||
Land | 291 | 330 | |||||
Buildings and improvements | 25,351 | 21,203 | |||||
Machinery and equipment | 214,366 | 176,611 | |||||
Construction in process | 4,546 | 20,959 | |||||
Total Property, Plant and Equipment | 244,554 | 219,103 | |||||
Less accumulated depreciation | 113,814 | 89,851 | |||||
Net Property, Plant and Equipment | 130,740 | 129,252 | |||||
Other Assets | |||||||
Deposits and other | 2,118 | 3,841 | |||||
Notes receivable | — | 20,886 | |||||
Rabbi trust assets | 22,353 | 20,662 | |||||
Goodwill and other intangible assets | 19,673 | 19,829 | |||||
Deferred income tax assets | 5,131 | 29,002 | |||||
Non-current assets held for sale | — | 469,164 | |||||
Total Other Assets | 49,275 | 563,384 | |||||
Total Assets | $ | 449,244 | $ | 800,374 | |||
Liabilities and Stockholders’ Equity | |||||||
Current Liabilities | |||||||
Current portion of long-term debt | $ | 428 | $ | 3,419 | |||
Accounts payable | 13,424 | 15,841 | |||||
Accrued property, plant and equipment purchases | 1,283 | 4,024 | |||||
Accrued non-income taxes | 3,353 | 890 | |||||
Accrued wages and related liabilities | 16,404 | 16,370 | |||||
Self-insurance reserves | 10,692 | 11,288 | |||||
Current taxes payable | 27,954 | 9,473 | |||||
Current reserve for uncertain tax positions | 1,481 | 1,481 | |||||
Other accrued expenses | 17,905 | 13,614 | |||||
Current liabilities held for sale | — | 89,157 | |||||
Total Current Liabilities | 92,924 | 165,557 | |||||
Non-Current Liabilities | |||||||
Deferred compensation | 17,277 | 17,761 | |||||
Reserve for uncertain tax positions | 1,795 | 2,752 | |||||
Deferred income tax liabilities | 50 | — | |||||
Deferred rent and other | 1,091 | 377 | |||||
Deferred gain on sale leaseback transactions | 2,192 | 2,432 | |||||
Credit facility borrowings and other long-term debt | 2,267 | 335,638 | |||||
Non-current liabilities held for sale | — | 59,413 | |||||
Total Non-Current Liabilities | 24,672 | 418,373 | |||||
Stockholders’ Equity | |||||||
Common stock, $.01 par value; authorized 100,000 shares; issued 42,638 shares at April 28, 2017, and April 29, 2016 | 426 | 426 | |||||
Capital in excess of par value | 260,619 | 244,304 | |||||
Retained earnings | 931,315 | 832,323 | |||||
Treasury stock, 22,842 shares at April 28, 2017, and 22,881 shares at April 29, 2016, at cost | (860,712 | ) | (860,609 | ) | |||
Total Stockholders’ Equity | 331,648 | 216,444 | |||||
Total Liabilities and Stockholders' Equity | $ | 449,244 | $ | 800,374 |
2017 | 2016 | 2015 | |||||||||
Net Sales | $ | 394,842 | $ | 387,616 | $ | 379,313 | |||||
Cost of sales | 170,820 | 172,973 | 199,067 | ||||||||
Operating wage and fringe benefit expenses | 39,964 | 42,189 | 41,717 | ||||||||
Other operating expenses | 58,402 | 52,387 | 49,381 | ||||||||
Selling, general and administrative expenses | 56,243 | 65,949 | 73,380 | ||||||||
Depreciation and amortization expense | 24,031 | 21,044 | 18,364 | ||||||||
Impairments | 15,256 | — | 2,761 | ||||||||
Operating Income (Loss) | 30,126 | 33,074 | (5,357 | ) | |||||||
Net interest expense | 9,216 | 10,427 | 8,649 | ||||||||
Income (Loss) from Continuing Operations Before Income Taxes | 20,910 | 22,647 | (14,006 | ) | |||||||
Provision (Benefit) for income taxes | 3,874 | 6,439 | (8,626 | ) | |||||||
Income (Loss) from Continuing Operations | 17,036 | 16,208 | (5,380 | ) | |||||||
Income from Discontinued Operations, Net of Income Taxes | 109,431 | 8,014 | 21,933 | ||||||||
Net Income | $ | 126,467 | $ | 24,222 | $ | 16,553 | |||||
Earnings (Loss) Per Share - Income from Continuing Operations | |||||||||||
Basic | $ | 0.86 | $ | 0.76 | $ | (0.23 | ) | ||||
Diluted | $ | 0.85 | $ | 0.75 | $ | (0.23 | ) | ||||
Earnings Per Share - Income from Discontinued Operations | |||||||||||
Basic | $ | 5.51 | $ | 0.38 | $ | 0.93 | |||||
Diluted | $ | 5.43 | $ | 0.38 | $ | 0.93 | |||||
Earnings Per Share - Net Income | |||||||||||
Basic | $ | 6.37 | $ | 1.14 | $ | 0.70 | |||||
Diluted | $ | 6.28 | $ | 1.13 | $ | 0.70 | |||||
Cash Dividends Paid Per Share | $ | 1.36 | $ | 1.30 | $ | 1.24 | |||||
Weighted Average Shares Outstanding | |||||||||||
Basic | 19,839 | 21,336 | 23,489 | ||||||||
Dilutive Shares | 293 | 158 | 160 | ||||||||
Diluted | 20,132 | 21,494 | 23,649 |
Common Stock Shares | Common Stock Amount | Capital in Excess of Par Value | Retained Earnings | Treasury Stock | Total | |||||||||||||||||
Stockholders' Equity at April 25, 2014 | 23,319 | $ | 426 | $ | 231,933 | $ | 849,235 | $ | (692,375 | ) | $ | 389,219 | ||||||||||
Net income | — | — | — | 16,553 | — | 16,553 | ||||||||||||||||
Dividends ($1.24 per share) | — | — | — | (29,426 | ) | (29,426 | ) | |||||||||||||||
Treasury stock repurchased | — | — | — | — | — | — | ||||||||||||||||
Treasury stock reissued under compensation plans | 88 | — | 830 | — | (380 | ) | 450 | |||||||||||||||
Share-based compensation expense | — | — | 2,967 | — | — | 2,967 | ||||||||||||||||
Tax benefit — stock plans | — | — | 228 | — | — | 228 | ||||||||||||||||
Stockholders' Equity at April 24, 2015 | 23,407 | $ | 426 | $ | 235,958 | $ | 836,362 | $ | (692,755 | ) | $ | 379,991 | ||||||||||
Net income | 24,222 | 24,222 | ||||||||||||||||||||
Dividends ($1.30 per share) | (28,261 | ) | (28,261 | ) | ||||||||||||||||||
Treasury stock repurchased | (3,912 | ) | (171,513 | ) | (171,513 | ) | ||||||||||||||||
Treasury stock reissued under compensation plans | 262 | 558 | 3,659 | 4,217 | ||||||||||||||||||
Share-based compensation expense | 6,127 | 6,127 | ||||||||||||||||||||
Tax benefit — stock plans | 1,661 | 1,661 | ||||||||||||||||||||
Stockholders' Equity at April 29, 2016 | 19,757 | $ | 426 | $ | 244,304 | (2) | $ | 832,323 | $ | (860,609 | ) | $ | 216,444 | |||||||||
Net income | 126,467 | 126,467 | ||||||||||||||||||||
Dividends ($1.36 per share) | (27,475 | ) | (27,475 | ) | ||||||||||||||||||
Treasury stock repurchased | — | |||||||||||||||||||||
Treasury stock reissued under compensation plans | 39 | (383 | ) | (103 | ) | (486 | ) | |||||||||||||||
Share-based compensation expense | 17,197 | 17,197 | ||||||||||||||||||||
Tax benefit — stock plans | (499 | ) | (499 | ) | ||||||||||||||||||
Stockholders' Equity at April 28, 2017 | 19,796 | $ | 426 | $ | 260,619 | (2) | $ | 931,315 | $ | (860,712 | ) | (1) | $ | 331,648 |
(1) | Treasury stock includes 1,160 shares held by our Rabbi Trust as of April 28, 2017 that will be used to satisfy share-based deferred compensation obligations. Refer to Note 7 for additional information. |
(2) | Capital in Excess of Par Value includes $14,356 and $9,502 of share based obligations owed to participants in our deferred compensation plans as of April 28, 2017 and April 29, 2016, respectively. Refer to Note 7 for more information. |
2017 | 2016 | 2015 | |||||||||
Operating activities: | |||||||||||
Net income | $ | 126,467 | $ | 24,222 | $ | 16,553 | |||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
Depreciation and amortization | 60,090 | 79,607 | 80,074 | ||||||||
Impairments | 15,256 | 8,384 | 8,861 | ||||||||
(Gain) Loss on disposal of fixed assets | (168,859 | ) | 4,532 | 2,204 | |||||||
(Gain) Loss on rabbi trust assets | (1,691 | ) | 1,640 | (742 | ) | ||||||
Loss (Gain) on deferred compensation | 2,514 | (765 | ) | 2,013 | |||||||
Share-based compensation | 17,197 | 6,127 | 2,967 | ||||||||
Accretion of non-current note receivable | (1,133 | ) | (2,082 | ) | (1,859 | ) | |||||
Deferred income taxes | 23,921 | (28,384 | ) | (14,791 | ) | ||||||
Amortization of deferred financing costs | 4,201 | 2,188 | 1,099 | ||||||||
Cash provided by (used for) assets and liabilities: | |||||||||||
Accounts receivable | (2,700 | ) | (2,793 | ) | 4,588 | ||||||
Inventories | (751 | ) | (377 | ) | 623 | ||||||
Prepaid expenses and other current assets | (1,377 | ) | 483 | (563 | ) | ||||||
Accounts payable | (10,281 | ) | 7,499 | 955 | |||||||
Federal and state income taxes | 14,629 | 33,067 | 1,504 | ||||||||
Accrued wages and related liabilities | (1,160 | ) | (3,101 | ) | 11,005 | ||||||
Self-insurance | (1,474 | ) | 1,269 | (974 | ) | ||||||
Accrued non-income taxes | (756 | ) | 745 | (2,892 | ) | ||||||
Deferred revenue | (337 | ) | 433 | 747 | |||||||
Other assets and liabilities | (198 | ) | (9,058 | ) | (8,267 | ) | |||||
Net cash provided by operating activities | 73,558 | 123,636 | 103,105 | ||||||||
Investing activities: | |||||||||||
Purchase of property, plant and equipment | (65,768 | ) | (65,694 | ) | (74,517 | ) | |||||
Proceeds from sale of property, plant and equipment | 557,061 | 257,246 | 10,036 | ||||||||
Proceeds from liquidation of rabbi trust assets | — | 5,245 | — | ||||||||
Deposits and other | 330 | (537 | ) | (135 | ) | ||||||
Net cash provided by (used in) investing activities | 491,623 | 196,260 | (64,616 | ) | |||||||
Financing activities: | |||||||||||
Cash dividends paid | (26,915 | ) | (27,861 | ) | (29,056 | ) | |||||
Gross proceeds from credit facility borrowings and other long-term debt | 413,268 | 672,349 | 579,895 | ||||||||
Gross repayments of credit facility borrowings and other long-term debt | (750,668 | ) | (783,339 | ) | (588,541 | ) | |||||
Payments of debt issuance costs | (1,542 | ) | (3,555 | ) | (1,279 | ) | |||||
Purchase of treasury stock | — | (171,513 | ) | — | |||||||
Proceeds from share-based compensation | 518 | 214 | 534 | ||||||||
Cash paid for taxes on share-based compensation | (1,353 | ) | (1,314 | ) | (1,738 | ) | |||||
Excess tax benefits from share-based compensation | (499 | ) | 1,661 | 228 | |||||||
Net cash (used in) financing activities | (367,191 | ) | (313,358 | ) | (39,957 | ) | |||||
Net cash provided by (used in) operations | 197,990 | 6,538 | (1,468 | ) | |||||||
Cash and equivalents at the beginning of the period | 12,896 | 6,358 | 7,826 | ||||||||
Cash and equivalents at the end of the period | $ | 210,886 | $ | 12,896 | $ | 6,358 |
(in thousands) | April 28, 2017 | April 29, 2016 | |||||
Legal and professional fees | $ | 10,807 | $ | 4,119 | |||
Accrued customer incentives | 1,912 | 1,872 | |||||
Accrued broker fees | 945 | 957 | |||||
Accrued advertising | 515 | 727 | |||||
Accrued utilities | 492 | 449 | |||||
Accrued interest | 16 | 541 | |||||
Other | 3,218 | 4,949 | |||||
Total other accrued expenses | $ | 17,905 | $ | 13,614 |
(in thousands) | 2017 | 2016 | 2015 | |||||
Basic | 19,839 | 21,336 | 23,489 | |||||
Dilutive shares | 293 | 158 | 160 | |||||
Diluted | 20,132 | 21,494 | 23,649 |
2017 | 2016 | ||||||
Cash dividends paid to common stock holders | $ | 26,915 | $ | 27,861 | |||
Dividend Equivalent Rights | 560 | 400 | |||||
Total dividends | $ | 27,475 | $ | 28,261 |
(in thousands) | 2018 | 2019 | 2020 | 2021 | 2022 | Thereafter | ||||||||||||||||||
Future operating lease payments | $ | 3,586 | $ | 3,657 | $ | 3,731 | $ | 3,805 | $ | 3,881 | $ | 60,657 |
(in thousands) | 2017 | 2016 | 2015 | ||||||||
Net Sales | $ | 876,786 | $ | 951,211 | $ | 969,878 | |||||
Costs and expenses: | |||||||||||
Cost of sales | 226,516 | 252,612 | 258,677 | ||||||||
Operating wage and fringe benefit expenses | 359,959 | 384,959 | 381,822 | ||||||||
Operating expenses | 172,717 | 169,673 | 168,610 | ||||||||
Selling, general and administrative expenses | 62,025 | 73,873 | 69,916 | ||||||||
Depreciation and amortization expense | 36,059 | 58,562 | 61,710 | ||||||||
Impairments | 522 | 8,385 | 6,100 | ||||||||
Operating Income from discontinued operations | 18,988 | 3,147 | 23,043 | ||||||||
Gain on sale of Restaurants Business | 150,167 | — | — | ||||||||
Net interest expense | 2,203 | 373 | — | ||||||||
Income from discontinued operations before income taxes | 166,952 | 2,774 | 23,043 | ||||||||
Provision (Benefit) for income taxes | 57,521 | (5,240 | ) | 1,110 | |||||||
Income from discontinued operations | $ | 109,431 | $ | 8,014 | $ | 21,933 |
Net proceeds received from Restaurant Transaction (1) | $ | 539,301 | |
Restaurants Business assets: | |||
Accounts receivable | 3,522 | ||
Inventory | 8,538 | ||
Property, plant and equipment | 480,663 | ||
Other assets | 5,693 | ||
Total Restaurants Business assets | 498,416 | ||
Restaurants Business liabilities: | |||
Accounts payable | 13,813 | ||
Accrued non income taxes | 11,587 | ||
Accrued wages and benefits | 8,794 | ||
Self-insurance reserves | 8,003 | ||
Accrued gift cards | 13,810 | ||
Accrued miscellaneous liabilities | 12,455 | ||
Deferred sale leaseback gain | 51,077 | ||
Other restaurant liabilities | 7,039 | ||
Total Restaurants Business Liabilities | 126,578 | ||
Other transaction costs incurred as part of the sale of the Restaurants Business (2) | $ | 17,296 | |
Gain on sale of the Restaurants Business before income taxes | $ | 150,167 |
(in thousands) | 2017 | 2016 | 2015 | ||||||||
Net cash (used in) provided by operating activities | $ | (35,807 | ) | $ | 72,645 | $ | 123,401 | ||||
Net cash provided by (used in) investing activities | $ | 519,833 | $ | 175,816 | $ | (49,184 | ) |
(in thousands) | April 28, 2017 | April 29, 2016 | |||||
Credit Agreement borrowings | $ | — | $ | 307,000 | |||
Mortgage Loan | — | 28,963 | |||||
R&D Loan (1) | 1,801 | 2,219 | |||||
Interest-free loan (1) | 894 | 875 | |||||
Total borrowings | 2,695 | 339,057 | |||||
Less current portion | (428 | ) | (3,419 | ) | |||
Long term debt | $ | 2,267 | $ | 335,638 |
(1) | The R&D Loan and Interest-free loan mature in fiscal 2021 and 2022, respectively. |
(in thousands) | 2017 | 2016 | 2015 | ||||||||
Interest Expense: | |||||||||||
Variable-rate debt (1) | $ | 7,817 | $ | 10,925 | $ | 10,373 | |||||
Fixed-rate debt (2) | 3,213 | 2,262 | 1,177 | ||||||||
Capitalized interest | (445 | ) | (210 | ) | (471 | ) | |||||
Total Interest Expense on outstanding borrowings | 10,585 | 12,977 | 11,079 | ||||||||
Interest Income: | |||||||||||
Accretion on note receivable (3) | (1,133 | ) | (2,082 | ) | (1,859 | ) | |||||
Other (4) | (236 | ) | (468 | ) | (571 | ) | |||||
Total Interest Income | (1,369 | ) | (2,550 | ) | (2,430 | ) | |||||
Net Interest Expense | $ | 9,216 | $ | 10,427 | $ | 8,649 |
(1) | Primarily interest expense on our Credit Agreement borrowings. |
(2) | Includes the amortization of debt issuance costs |
(3) | Accretion on our $30,000 note receivable, obtained as part of the sale of Mimi’s Café to Le Duff which was settled in fiscal 2017. |
(4) | Primarily interest income on the $30,000 note receivable, obtained as part of the sale of Mimi’s Café to Le Duff which was settled in fiscal 2017. |
(in thousands) | April 28, 2017 | April 29, 2016 | |||||
Deferred tax assets: | |||||||
Self-insurance | $ | 2,306 | $ | 5,595 | |||
Stock and deferred compensation plans | 14,034 | 12,582 | |||||
Deferred proceeds on Mimi’s Café sale | — | 3,564 | |||||
Rebates, coupons and allowances | 2,683 | 1,067 | |||||
Inventory | 2,234 | 2,605 | |||||
Wage and related liabilities | 2,511 | 3,426 | |||||
Deferred gain from sale leaseback | 769 | 22,306 | |||||
Other | 2,392 | 7,619 | |||||
Total deferred tax assets before valuation allowances | 26,929 | 58,764 | |||||
Valuation allowance | (238 | ) | (246 | ) | |||
Net deferred tax assets | $ | 26,691 | $ | 58,518 | |||
Deferred tax liabilities: | |||||||
Property, plant and equipment | $ | 19,988 | $ | 28,111 | |||
Intangibles | 1,217 | 747 | |||||
Other | 405 | 658 | |||||
Total deferred tax liabilities | 21,610 | 29,516 | |||||
Net deferred tax assets (liabilities) | $ | 5,081 | $ | 29,002 |
(in thousands) | 2017 | 2016 | 2015 | ||||||||
Current: | |||||||||||
Federal | $ | (3,647 | ) | $ | 3,714 | $ | (5,679 | ) | |||
State | (173 | ) | 873 | (779 | ) | ||||||
Total current | (3,820 | ) | 4,587 | (6,458 | ) | ||||||
Deferred: | |||||||||||
Federal | 8,364 | 1,704 | (1,922 | ) | |||||||
State | (670 | ) | 148 | (246 | ) | ||||||
Total deferred | 7,694 | 1,852 | (2,168 | ) | |||||||
Total tax provision (benefit) | $ | 3,874 | $ | 6,439 | $ | (8,626 | ) |
2017 | 2016 | 2015 | ||||||
Statutory federal tax rate | 35.0 | % | 35.0 | % | 35.0 | % | ||
State and local income tax — net | 0.9 | 3.9 | 6.8 | |||||
Domestic production activity deduction | (13.5 | ) | (11.7 | ) | 13.4 | |||
Fixed assets | — | — | 2.2 | |||||
Officers life insurance | (2.5 | ) | 2.7 | 4.4 | ||||
Other | (1.4 | ) | (1.5 | ) | (0.2 | ) | ||
Provision for income taxes | 18.5 | % | 28.4 | % | 61.6 | % |
(in thousands) | 2017 | 2016 | 2015 | ||||||||
Balance at beginning of fiscal year | $ | 4,983 | $ | 5,202 | $ | 5,952 | |||||
Additions based on tax positions related to the current year | (23 | ) | 306 | 63 | |||||||
Additions for tax positions of prior years | 308 | 149 | 551 | ||||||||
Reductions for tax positions of prior years | (227 | ) | (188 | ) | (284 | ) | |||||
Reductions due to settlements with taxing authorities | (126 | ) | (113 | ) | (672 | ) | |||||
Reductions due to statute of limitations expiration | (903 | ) | (373 | ) | (408 | ) | |||||
Balance at end of fiscal year | $ | 4,012 | $ | 4,983 | $ | 5,202 |
Restructuring Charges | |||
Balance April 25, 2014 | $ | 1,227 | |
Restructuring and related severance charges incurred (1) | 4,340 | ||
Amounts paid | (1,849 | ) | |
Balance Adjustments | (92 | ) | |
Balance April 24, 2015 | $ | 3,626 | |
Restructuring and related severance charges incurred (1) | 2,606 | ||
Amounts paid | (3,105 | ) | |
Adjustments | (429 | ) | |
Balance April 29, 2016 | $ | 2,698 | |
Restructuring and related severance charges incurred (1) | 6,662 | ||
Amounts paid | (5,632 | ) | |
Adjustments | (928 | ) | |
Balance April 28, 2017 | $ | 2,800 |
Options | Shares Subject to Options | Weighted-Average Exercise Price | |||||
Outstanding, Beginning of Year | 38,040 | $ | 33.26 | ||||
Granted | — | — | |||||
Exercised | (15,150 | ) | 34.16 | ||||
Forfeited or expired | — | — | |||||
Outstanding, End of Year | 22,890 | $ | 32.67 |
Shares | Weighted-Average Exercise Price | Weighted- Average Remaining Contractual Term | Aggregate Intrinsic Value | |||||||||
Options outstanding | 22,890 | $ | 32.67 | 1.59 | $ | 780 | ||||||
Options exercisable | 22,890 | $ | 32.37 | 1.59 | $ | 780 |
Restricted Stock Awards | Shares | Weighted-Average Grant Date Fair Value | |||||
Non-vested, Beginning of Year | 89,655 | $ | 40.93 | ||||
Granted | — | — | |||||
Vested | (85,222 | ) | 41.25 | ||||
Forfeited | (4,433 | ) | 34.74 | ||||
Non-vested, End of Year | — | $ | — |
Restricted Stock Units | Shares | Weighted-Average Grant Date Fair Value | |||||
Non-vested, Beginning of Year | 145,118 | $ | 45.51 | ||||
Granted | 97,862 | 39.25 | |||||
Vested | (211,743 | ) | 43.55 | ||||
Forfeited | (7,418 | ) | 43.33 | ||||
Non-vested, End of Year | 23,819 | $ | 37.91 |
Performance Share Units | Shares | Weighted-Average Grant Date Fair Value | |||||
Non-vested, Beginning of Year | 61,746 | $ | 54.76 | ||||
Granted | 142,124 | 34.08 | |||||
Vested | (189,959 | ) | 40.19 | ||||
Forfeited | (13,911 | ) | 42.46 | ||||
Non-vested, End of Year | — | $ | — |
Fiscal 2017 PSU grants | |||
Grant date market price | $ | 39.69 | |
Fair value | $ | 34.08 | |
Assumptions: | |||
Price volatility | 30.9 | % | |
Risk-free interest rate | 0.92 | % | |
Average volatility of peer companies | 36.2 | % | |
Average correlation coefficient of peer companies | 0.774 |
(in thousands) | April 28, 2017 | April 29, 2016 | |||||
Deferred cash obligations in BEEDP and BEDDP plans | $ | 13,986 | $ | 12,845 | |||
Deferred cash obligations in SERP plan | 5,830 | 6,271 | |||||
Deferred liability for share-based obligations in BEEDP and BEDDP plans | 1,398 | 673 | |||||
Other noncurrent compensation arrangements | 110 | 100 | |||||
Total deferred compensation liabilities | 21,324 | 19,889 | |||||
Less current portion | (4,047 | ) | (2,128 | ) | |||
Noncurrent deferred compensation liabilities | $ | 17,277 | $ | 17,761 |
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | ||||||||||||||||||||||||||||
2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | ||||||||||||||||||||||||
Net Sales from Continuing Operations | $ | 85,941 | $ | 83,044 | $ | 96,158 | $ | 94,281 | $ | 112,820 | $ | 107,897 | $ | 99,923 | $ | 102,394 | |||||||||||||||
Operating Income (Loss) from Continuing Operations | $ | 8,265 | $ | 5,986 | $ | (4,768 | ) | $ | 5,330 | $ | 17,121 | $ | 11,424 | $ | 9,508 | $ | 10,334 | ||||||||||||||
Net Income (Loss) from Continuing Operations | $ | 5,298 | $ | 2,582 | $ | (4,857 | ) | $ | 1,278 | $ | 9,838 | $ | 6,416 | $ | 6,757 | $ | 5,932 | ||||||||||||||
Net Income (Loss) from Discontinued Operations | $ | 3,864 | $ | 1,698 | $ | 5,074 | $ | 5,152 | $ | (1,617 | ) | $ | 6,515 | $ | 102,110 | $ | (5,351 | ) | |||||||||||||
Consolidated Earnings Per Share - Net Income | |||||||||||||||||||||||||||||||
Basic | $ | 0.46 | $ | 0.19 | $ | 0.01 | $ | 0.29 | $ | 0.41 | $ | 0.62 | $ | 5.47 | $ | 0.03 | |||||||||||||||
Diluted | $ | 0.46 | $ | 0.19 | $ | 0.01 | $ | 0.29 | $ | 0.41 | $ | 0.62 | $ | 5.39 | $ | 0.03 | |||||||||||||||
Common stock sale prices (1) | |||||||||||||||||||||||||||||||
High | $ | 46.83 | $ | 51.88 | $ | 41.09 | $ | 49.92 | $ | 57.94 | $ | 44.34 | $ | 67.25 | $ | 48.14 | |||||||||||||||
Low | $ | 35.67 | $ | 43.02 | $ | 35.90 | $ | 42.51 | $ | 40.05 | $ | 37.51 | $ | 55.49 | $ | 38.92 | |||||||||||||||
Cash dividends paid | $ | 0.34 | $ | 0.31 | $ | 0.34 | $ | 0.31 | $ | 0.34 | $ | 0.34 | $ | 0.34 | $ | 0.34 |
(1) | Common stock sale prices are based on the market-close prices during the respective periods. |
• | Fiscal quarters represent 13-week periods, except the fourth quarter of fiscal year 2016, which was a 14-week period. |
• | Total quarterly EPS may not equal the annual amount because EPS is calculated independently for each quarter. |
• | Stock prices are high and low sale prices for our common stock as reported on the NASDAQ Stock Market (trading symbol — BOBE), which is the principal market for our common stock. |
• | The number of registered stockholders of our common stock at June 9, 2017, was 14,648. |
• | information required to be disclosed by us in this Annual Report on Form 10-K and other reports that we file or submit under the Exchange Act would be accumulated and communicated to our management, including our principal executive officers and principal financial officer, as appropriate to allow timely decisions regarding required disclosure; |
• | information required to be disclosed by us in this Annual Report on Form 10-K and the other reports that we file or submit under the Exchange Act would be recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and |
• | our disclosure controls and procedures were effective as of the end of the period covered by this Annual Report on Form 10-K. |
/s/ J. Michael Townsley | /s/ Mark E. Hood | |
J. Michael Townsley | Mark E. Hood | |
President and Chief Executive Officer | Chief Financial Officer and Chief Administrative Officer |
Name | Principal Occupation | |
Douglas N. Benham | Executive Chair, Bob Evans Farms, Inc.; President and Chief Executive Officer of DNB Advisors, LLC, a restaurant industry consulting firm since 2006 | |
Charles M. Elson | Edgar S. Woolard, Jr. Chair in Corporate Governance and Director of the John L. Weinberg Center for Corporate Governance at the University of Delaware since 2000 | |
Mary Kay Haben | Retired; President of North America for the Wm. Wrigley Jr. Company, a leading confectionery company | |
David W. Head | President and Chief Executive Officer and Board Member of Primanti, Inc., a private equity-owned restaurant chain since 2013 | |
Kathleen S. Lane | Retired Executive Vice President and Chief Information Officer of TJX Companies, Inc., a specialty apparel retailer | |
Eileen A. Mallesch | Retired; Senior Vice President, Chief Financial Officer of Nationwide Property & Casualty Insurance, Nationwide Insurance | |
Larry S. McWilliams | Co-CEO of Compass Marketing, a marketing consulting firm serving a broad range of leading brands and consumer products | |
Kevin M. Sheehan | CEO of Scientific Games Corporation | |
J. Michael Townsley | President and Chief Executive Officer, Bob Evans Farms, Inc. | |
Michael F. Weinstein | Chairman and co-founder of INOV8 Beverage Consulting Group, LLC, a beverage consulting firm since 2012 | |
Paul S. Williams | Partner of Major, Lindsey and Africa, a legal executive search firm |
(a) | (b) | (c) | ||||||||
Number of Securities to be Issued Upon Exercise of Options, Warrants and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | ||||||||
Equity compensation plans approved by security holders | 308,739 | (1) | $ | 32.67 | (2) | 2,877,140 | (3) | |||
Equity compensation plans not approved by security holders | N/A | N/A | N/A | |||||||
Total | 308,739 | $ | 32.67 | 2,877,140 |
(1) | Includes 22,890 common shares issuable upon exercise of stock options granted under 2006 Stock Option Plan. Also includes 262,030 of restricted stock units deferred in our Nonqualified Deferred Compensation Plans, and 23,819 outstanding, unvested restricted stock units granted under the 2010 Plan that are expected to vest in the second quarter of fiscal 2018. |
(2) | The restricted stock units and performance share units included in column (a) are not taken into account in calculating the weighted average exercise price of outstanding options |
(3) | Represents shares available for issuance under the 2010 Plan, including 940,495 shares that were made available for issuance under the 2010 Plan when the 1992 Stock Option Plan, 1993 LTIP, the 1998 Stock Option Plan, and the 2006 Plan were suspended as well as shares that became available for issuance under the 2010 Plan when outstanding awards under the 1992 Stock Option Plan, 1993 LTIP, the 1998 Stock Option Plan and the 2006 Plan expired or were otherwise forfeited. This also includes approved, but unregistered shares available for grant. Shares available for future issuance under the 2010 Plan may be granted in the form of incentive stock options, nonqualified stock options, performance shares, performance units, restricted stock, restricted stock units, stock appreciation rights or whole shares. The Company’s practice for at least the past four years is to issue only restricted stock awards, restricted stock units and performance share units. For fungible “full” value awards, such as the grant of a share of restricted stock, 2.63 shares will be deducted from the total number of authorized shares for the Equity and Cash Incentive Plan. In the case of a grant of a stock option or SAR, the share ratio is 1-to-1, so one share will be deducted from the total number of authorized shares for the Equity and Cash Incentive Plan. This reflects the different values of these types of grants. |
• | Management’s Report on Internal Control Over Financial Reporting |
• | Report of Independent Registered Public Accounting |
• | Report of Independent Registered Public Accounting Firm |
• | Consolidated Balance Sheets at April 28, 2017, and April 29, 2016 |
• | Consolidated Statements of Net Income for the fiscal years ended April 28, 2017, April 29, 2016, and April 24, 2015 |
• | Consolidated Statements of Stockholders’ Equity for the fiscal years ended April 28, 2017, April 29, 2016, and April 24, 2015 |
• | Consolidated Statements of Cash Flows for the fiscal years ended April 28, 2017, April 29, 2016, and April 24, 2015 |
• | Notes to Consolidated Financial Statements |
BOB EVANS FARMS, INC. | |||
Date: June 15, 2017 | By: | /s/ J. Michael Townsley | |
J. Michael Townsley President and Chief Executive Officer (Principal Executive Officer) | |||
Date: June 15, 2017 | By: | /s/ Mark E. Hood | |
Mark E. Hood Chief Financial Officer and Chief Administrative Officer (Principal Financial Officer and Principal Accounting Officer) |
Signature | Title | Date | ||
/s/ J. Michael Townsley | President, Chief Executive Officer and Director (Principal Executive Officer) | June 15, 2017 | ||
J. Michael Townsley | ||||
/s/ Mark E. Hood | Chief Financial Officer and Chief Administrative Officer (Principal Financial Officer and Principal Accounting Officer) | June 15, 2017 | ||
Mark E. Hood | ||||
* | June 15, 2017 | |||
Douglas N. Benham | Director | |||
* | June 15, 2017 | |||
Charles M. Elson | Director | |||
* | June 15, 2017 | |||
Mary Kay Haben | Director | |||
* | June 15, 2017 | |||
David W. Head | Director | |||
* | June 15, 2017 | |||
Kathleen S. Lane | Director | |||
* | June 15, 2017 | |||
Eileen A. Mallesch | Director | |||
* | June 15, 2017 | |||
Larry S. McWilliams | Director | |||
* | June 15, 2017 | |||
Kevin M. Sheehan | Director | |||
* | June 15, 2017 | |||
Michael F. Weinstein | Director | |||
* | June 15, 2017 | |||
Paul S. Williams | Director | |||
* By Colin M. Daly pursuant to Powers of Attorney executed by the directors and executive officers listed above, which Powers of Attorney have been filed with the Securities and Exchange Commission. | ||||
/s/ Colin M. Daly | ||||
Colin M. Daly Executive Vice President, General Counsel and Secretary |
Exhibit Number | Description | Location | ||
2.1 | Asset and Membership Interest Purchase Agreement, dated as of January 24, 2017, by and between Bob Evans Farms, Inc. and Bob Evans Restaurants, LLC (f.k.a. BER Acquisition, LLC) | Incorporated herein by reference to Exhibit 2.1 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed January 25, 2017 (File No. 0-01667) | ||
2.2 | First Amendment to Asset and Membership Purchase Agreement, dated as of April 28, 2017, by and between Bob Evans Farms, Inc. and Bob Evans Restaurants, LLC (f.k.a. BER Acquisition, LLC) | Filed herewith | ||
2.3 | Stock Purchase Agreement, dated as of January 24, 2017, by and among BEF Foods, Inc., Pineland Farms Potato Company, Inc., the selling stockholders party thereto, Libra Foundation, in its capacity as the Sellers’ Representative, and Bob Evans Farms, Inc. | Incorporated herein by reference to Exhibit 2.2 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed January 25, 2017 (File No. 0-01667) | ||
3.1 | Amended and Restated Certificate of Incorporation of company reflecting amendments through Aug. 20, 2014. [This document represents the Company’s Certificate of Incorporation in restated format incorporating all amendments. This compiled document has not been filed with the Delaware Secretary of State.] | Incorporated herein by reference to Exhibit 3.1 to Bob Evans Farms, Inc.’s Current Report on Form 8-K/A filed September 3, 2014 (File No. 0-1667) | ||
3.2 | Amended and Restated By-Laws of Bob Evans Farms, Inc. (Effective August 20, 2014) | Incorporated herein by reference to Exhibit 3.2 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed September 3, 2014 (File No. 0-1667) | ||
4.1 | Credit Agreement, dated as of April 28, 2017, among BEF Foods Inc., as borrower; Bob Evans Farms, Inc. and certain of its subsidiaries party thereto, as guarantors; Bank of America, N.A., as administrative agent, and the other Lenders party thereto | Incorporated herein by reference to Exhibit 10.1 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed May 1, 2017 (File No. 0-01667) | ||
10.01 | Lease Guaranty, dated as of October 23, 2015, by Bob Evans Farms, Inc. for the benefit of Broadstone BEF Portfolio, LLC | Incorporated herein by reference to Exhibit 10.2 to Bob Evans Farms, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 23, 2015, filed December 2, 2015 (File No. 0-1667) | ||
10.02 | Lease Guaranty, dated as of October 23, 2015, by Bob Evans Farms, LLC for the benefit of Broadstone BEF Portfolio, LLC | Incorporated herein by reference to Exhibit 10.3 to Bob Evans Farms, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 23, 2015, filed December 2, 2015 (File No. 0-1667) | ||
10.03 | Master Lease Agreement, dated as of October 23, 2015, by and between BEF Foods, Inc. and Broadstone BEF Portfolio, LLC | Incorporated herein by reference to Exhibit 10.4 to Bob Evans Farms, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 23, 2015, filed December 2, 2015 (File No. 0-1667) | ||
10.04 | Form of Master Lease Agreement, dated as of April 14, 2016, by and between Bob Evans Farms, LLC and National Retail Properties, LP | Incorporated herein by reference to Exhibit 10.4 to Bob Evans Farms, Inc.’s Annual Report on Form 10-K for the fiscal year ended April 29, 2016, filed June 23, 2016 (File No. 0-01667) | ||
10.05 | Master Lease Agreement, dated as of April 14, 2016, by and between Bob Evans Farms, LLC and BE Portfolio, LLC | Incorporated herein by reference to Exhibit 10.5 to Bob Evans Farms, Inc.’s Annual Report on Form 10-K for the fiscal year ended April 29, 2016, filed June 23, 2016 (File No. 0-01667) | ||
10.06 | Lease Guaranty, dated as of April 14, 2016, by Bob Evans Farms, Inc. and BEF Foods, Inc. for the benefit of BE Portfolio, LLC | Incorporated herein by reference to Exhibit 10.6 to Bob Evans Farms, Inc.’s Annual Report on Form 10-K for the fiscal year ended April 29, 2016, filed June 23, 2016 (File No. 0-01667) |
Exhibit Number | Description | Location | ||
10.07 | Form of Lease Guaranty, dated as of April 14, 2016, by Bob Evans Farms, Inc. and BEF Foods, Inc. for the benefit of National Retail Properties Trust | Incorporated herein by reference to Exhibit 10.7 to Bob Evans Farms, Inc.’s Annual Report on Form 10-K for the fiscal year ended April 29, 2016, filed June 23, 2016 (File No. 0-01667) | ||
*10.08 | Employment Agreement, dated as of August 27, 2015, by and between Bob Evans Farms, Inc. and Douglas N. Benham | Incorporated herein by reference to Exhibit 10.1 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed August 28, 2015 (File No. 0-01667) | ||
*10.09 | Employment Agreement, dated as of November 14, 2015, by and between Bob Evans Farms, Inc. and Saed Mohseni | Incorporated herein by reference to Exhibit 10.1 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed November 17, 2015 (File No. 0-01667) | ||
*10.10 | Severance Agreement and General Release, dated as of [April 1], BOBE: Please confirm execution date. 2017, by and between BEF Management, Inc. and John J. Fisher | Filed herewith | ||
*10.11 | Separation Agreement, dated as of April 27, 2017, by and between Bob Evans Farms, Inc. and Saed Mohseni | Filed herewith | ||
*10.12 | Employment Agreement, dated as of April 29, 2017, by and between Bob Evans Farms, Inc. and J. Michael Townsley | Filed herewith | ||
*10.13 | Employment Agreement, dated as of April 29, 2017, by and between Bob Evans Farms, Inc. and Mark E. Hood | Filed herewith | ||
*10.14 | Employment Agreement, dated as of April 29, 2017, by and between Bob Evans Farms, Inc. and Colin M. Daly | Filed herewith | ||
*10.15 | Amended and Restated Change In Control and Severance Plan dated November 14, 2015 | Incorporated herein by reference to Exhibit 10.2 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed November 17, 2015 (File No. 0-01667) | ||
*10.16 | Bob Evans Farms, Inc. Form of Director and Officer Indemnification Agreement | Incorporated herein by reference to Exhibit 10.5 to Bob Evans Farms, Inc.’s Annual Report on Form 10-K for the fiscal year ended April 26, 2013, filed June 21, 2013 (File No. 0-01667) | ||
*10.17 | Bob Evans Farms, Inc. and Affiliates Fourth Amended and Restated Executive Deferral Program | Incorporated herein by reference to Exhibit 10.1 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed June 2, 2010 (File No. 0-01667) | ||
*10.18 | Bob Evans Farms, Inc. and Affiliates Fourth Amended and Restated Supplemental Executive Retirement Plan | Incorporated herein by reference to Exhibit 10.14 to Bob Evans Farms, Inc.’s Annual Report on Form 10-K for the fiscal year ended April 29, 2016, filed June 23, 2016 (File No. 0-01667) | ||
*10.19 | Bob Evans Farms, Inc. Amended and Restated Executive Compensation Recoupment Policy | Incorporated herein by reference to Exhibit 10.15 to Bob Evans Farms, Inc.’s Annual Report on Form 10-K for the fiscal year ended April 29, 2016, filed June 23, 2016 (File No. 0-01667) | ||
*10.20 | Bob Evans Farms, Inc. 2010 Director Deferral Program effective May 26, 2010 | Incorporated herein by reference to Exhibit 10.2 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed June 2, 2010 (File No. 0-01667) | ||
*10.21 | Bob Evans Farms, Inc. 2006 Equity and Cash Incentive Plan | Incorporated herein by reference to Exhibit 10 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed September 14, 2006 (File No. 0-01667) | ||
*10.22 | Bob Evans Farms, Inc. Amended and Restated 2006 Equity and Cash Incentive Plan (effective as of January 1, 2008) | Incorporated herein by reference to Exhibit 10.7 to Bob Evans Farms, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 26, 2007, filed December 5, 2007 (File No. 0-01667) |
Exhibit Number | Description | Location | ||
*10.23 | First Amendment to the Bob Evans Farms, Inc. Amended and Restated 2006 Equity and Cash Incentive Plan (effective as of November 18, 2008) | Incorporated herein by reference to Exhibit 10.13 to Bob Evans Farms, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 23, 2009, filed March 4, 2009 (File No. 0-01667) | ||
*10.24 | Form of Bob Evans Farms, Inc. 2006 Equity and Cash Incentive Plan Incentive Stock Option Award Agreement (for Employees - Performance Incentive Plan Award) | Incorporated herein by reference to Exhibit 10.1 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed April 25, 2007 (File No. 0-01667) | ||
*10.25 | Form of Bob Evans Farms, Inc. 2006 Equity and Cash Incentive Plan Nonqualified Stock Option Award Agreement (for Employees - Performance Incentive Plan Award) | Incorporated herein by reference to Exhibit 10.2 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed April 25, 2007 (File No. 0-01667) | ||
*10.26 | Form of Bob Evans Farms, Inc. 2006 Equity and Cash Incentive Plan Annual Bonus Award Agreement (for Employees) | Incorporated herein by reference to Exhibit 10.7 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed April 25, 2007 (File No. 0-01667) | ||
*10.27 | Form of Bob Evans Farms, Inc. 2006 Equity and Cash Incentive Plan Whole Share Award Agreement (for Employees - Performance Incentive Plan Award) | Incorporated herein by reference to Exhibit 10.4 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed May 17, 2007 (File No. 0-01667) | ||
*10.28 | Form of Bob Evans Farms, Inc. 2006 Equity and Cash Incentive Plan Restricted Stock Award Agreement (for Employees - Performance Incentive Plan Award) | Incorporated herein by reference to Exhibit 10.1 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed May 17, 2007 (File No. 0-01667) | ||
*10.29 | Form of Bob Evans Farms, Inc. 2006 Equity and Cash Incentive Plan Whole Share Award Agreement (for Employees) | Incorporated herein by reference to Exhibit 10.3 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed May 17, 2007 (File No. 0-01667) | ||
*10.30 | Form of Bob Evans Farms, Inc. 2006 Equity and Cash Incentive Plan Cash Based Award Agreement (for Employees - Performance Incentive Plan Award) | Incorporated herein by reference to Exhibit 10.5 to Bob Evans Farms, Inc.’s Current Report on Form 8-K/A filed June 21, 2007 (File No. 0-01667) | ||
*10.31 | Bob Evans Farms, Inc. Amended and Restated 2010 Equity And Cash Incentive Plan, Amended and Restated (effective as of August 21, 2013) | Incorporated herein by reference to Exhibit 10.1 to Bob Evans Farms, Inc.’s Current Report on Form 8-K filed August 23, 2013 (File No. 0-01667) | ||
*10.32 | Form of Bob Evans Farms, Inc. 2010 Equity and Cash Incentive Plan Restricted Stock Award Agreement (for Directors) | Incorporated herein by reference to Exhibit 10.3 to Bob Evans Farms, Inc.’s Form S-8 Registration Statement filed September 13, 2010 (File No. 333-169350) | ||
*10.33 | Form of Bob Evans Farms, Inc. 2010 Equity and Cash Incentive Plan Restricted Stock and Restricted Stock Unit Award Agreement (for Employees) | Incorporated herein by reference to Exhibit 10.70 to Bob Evans Farms, Inc.’s Annual Report on Form 10-K for the fiscal year ended April 29, 2011, filed June 28, 2011 (File No. 0-01667) | ||
*10.34 | Form of Bob Evans Farms, Inc. 2010 Equity and Cash Incentive Plan Performance Share and Restricted Stock Unit Award Agreement (for Employees) | Incorporated herein by reference to Exhibit 10.30 to Bob Evans Farms, Inc.’s Annual Report on Form 10-K for the fiscal year ended April 29, 2016, filed June 23, 2016 (File No. 0-01667) | ||
*10.35 | Form of Bob Evans Farms, Inc. 2010 Equity and Cash Incentive Plan Restricted Stock Unit Award Agreement - 2016 (for Employees) | Incorporated herein by reference to Exhibit 10.31 to Bob Evans Farms, Inc.’s Annual Report on Form 10-K for the fiscal year ended April 29, 2016, filed June 23 ,2016 (File No. 0-01667) | ||
21 | Subsidiaries of Bob Evans Farms, Inc. | Filed herewith | ||
23 | Consent of Independent Registered Public Accounting Firm | Filed herewith | ||
24 | Power of Attorney | Filed herewith | ||
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 |
Exhibit Number | Description | Location | ||
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 | ||||
* | Denotes management contract or compensatory plan or agreement. | |||
** | In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Annual Report on Form 10-K shall be deemed to be furnished and not filed herewith. |
BOB EVANS RESTAURANTS, LLC By: Name: Title: |
BOB EVANS FARMS, INC. By: Name: Title: |
4.4. | All information disclosed to Employee or to which Employee obtains or |
Name of Entity and Ownership Structure | Jurisdiction |
Bob Evans Farms, Inc. | Delaware |
- Bob Evans Farms, LLC | Ohio |
- BEF Foods, Inc. | Ohio |
- Kettle Creations, LLC | Ohio |
- Bob Evans Holdings, Inc. | Ohio |
- BEF Management, Inc. | Ohio |
- Bob Evans Transportation Company, LLC | Ohio |
- Bob Evans Express, LLC | Ohio |
- BE Partner, LLC | Delaware |
- Bob Evans Core, LLC | Ohio |
- BEF Restaurant Services, LLC | Ohio |
- MCafe Holding, LLC | Delaware |
- | Form S-8 No. 333-205255 Bob Evans Farms, Inc. Amended and Restated 2010 Equity and Cash Incentive Plan |
- | Form S-8 No. 333-205257 Bob Evans Farms, Inc. and Affiliates Fourth Amended and Restated Executive Deferral Program and the Bob Evans Farms, Inc. 2010 Director Deferral Program |
- | Form S-8 No. 333-205258 Bob Evans Farms, Inc. and Affiliates 401(k) Retirement Plan |
Name | Signature | Title | Date |
Douglas N. Benham | /s/ Douglas N. Benham | Director | June 15, 2017 |
Charles M. Elson | /s/ Charles M. Elson | Director | June 15, 2017 |
Mary Kay Haben | /s/ Mary Kay Haben | Director | June 15, 2017 |
David W. Head | /s/ David W. Head | Director | June 15, 2017 |
Kathleen S. Lane | /s/ Kathleen S. Lane | Director | June 15, 2017 |
Eileen A. Mallesch | /s/ Eileen A. Mallesch | Director | June 15, 2017 |
Larry S. McWilliams | /s/ Larry S. McWilliams | Director | June 15, 2017 |
Kevin M. Sheehan | /s/ Kevin M. Sheehan | Director | June 15, 2017 |
J. Michael Townsley | /s/ J. Michael Townsley | Director | June 15, 2017 |
Michael F. Weinstein | /s/ Michael F. Weinstein | Director | June 15, 2017 |
Paul S. Williams | /s/ Paul S. Williams | Director | June 15, 2017 |
1. | I have reviewed this Form 10-K of Bob Evans Farms, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors: |
a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: June 15, 2017 | ||||
/s/ J. Michael Townsley | ||||
J. Michael Townsley | ||||
President and Chief Executive Officer | ||||
(Principal Executive Officer) |
1. | I have reviewed this Form 10-K of Bob Evans Farms, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors: |
a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: June 15, 2017 | ||||
/s/ Mark E. Hood | ||||
Mark E. Hood | ||||
Chief Financial Officer and Chief Administrative Officer | ||||
(Principal Financial Officer) |
1. | The Annual Report on Form 10-K of the Company for the annual period ended April 28, 2017 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: June 15, 2017 | ||||
/s/ J. Michael Townsley | ||||
J. Michael Townsley | ||||
President and Chief Executive Officer | ||||
(Principal Executive Officer) |
1. | The Annual Report on Form 10-K of the Company for the annual period ended April 28, 2017 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: June 15, 2017 | ||||
/s/ Mark E. Hood | ||||
Mark E. Hood | ||||
Chief Financial Officer and Chief Administrative Officer | ||||
(Principal Financial Officer) |
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Document and Entity Information - USD ($) |
12 Months Ended | ||
---|---|---|---|
Apr. 28, 2017 |
Jun. 12, 2017 |
Oct. 28, 2016 |
|
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Document Period End Date | Apr. 28, 2017 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2017 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Bob Evans Farms Inc | ||
Entity Central Index Key | 0000033769 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --04-28 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Well Known Seasoned Issuer | Yes | ||
Entity Common Stock Shares Outstanding | 19,924,672 | ||
Entity Public Float | $ 797,074,534 |
Consolidated Balance Sheets (Parentheticals) - $ / shares |
Apr. 28, 2017 |
Apr. 29, 2016 |
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Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, issued (in shares) | 42,638,000 | 42,638,000 |
Treasury stock (in shares) | 22,842,000 | 22,881,000 |
Consolidated Statements of Stockholders' Equity (Parentheticals) - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | ||
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Apr. 28, 2017 |
Apr. 29, 2016 |
Apr. 28, 2017 |
Apr. 29, 2016 |
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Cash dividends per share (in dollars per share) | $ 0.34 | $ 0.34 | $ 1.36 | $ 1.30 |
Treasury Stock | ||||
Shares held in rabbi trust | 1,160,000 | 1,160,000 | ||
Capital in Excess of Par Value | ||||
Value of shares held in deferred trust | $ 14,356 | $ 9,502 | $ 14,356 | $ 9,502 |
Consolidated Statements of Cash Flows - USD ($) $ in Thousands |
12 Months Ended | ||
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Apr. 28, 2017 |
Apr. 29, 2016 |
Apr. 24, 2015 |
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Statement of Cash Flows [Abstract] | |||
Net Income | $ 126,467 | $ 24,222 | $ 16,553 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 60,090 | 79,607 | 80,074 |
Impairments | 15,256 | 8,384 | 8,861 |
(Gain) Loss on disposal of fixed assets | (168,859) | 4,532 | 2,204 |
(Gain) Loss on rabbi trust assets | (1,691) | 1,640 | (742) |
Loss (Gain) on deferred compensation | 2,514 | (765) | 2,013 |
Share-based compensation | 17,197 | 6,127 | 2,967 |
Accretion of non-current note receivable | (1,133) | (2,082) | (1,859) |
Deferred income taxes | 23,921 | (28,384) | (14,791) |
Amortization of deferred financing costs | 4,201 | 2,188 | 1,099 |
Cash provided by (used for) assets and liabilities: | |||
Accounts receivable | (2,700) | (2,793) | 4,588 |
Inventories | (751) | (377) | 623 |
Prepaid expenses and other current assets | (1,377) | 483 | (563) |
Accounts payable | (10,281) | 7,499 | 955 |
Federal and state income taxes | 14,629 | 33,067 | 1,504 |
Accrued wages and related liabilities | (1,160) | (3,101) | 11,005 |
Self-insurance | (1,474) | 1,269 | (974) |
Accrued non-income taxes | (756) | 745 | (2,892) |
Deferred revenue | (337) | 433 | 747 |
Other assets and liabilities | (198) | (9,058) | (8,267) |
Net cash provided by operating activities | 73,558 | 123,636 | 103,105 |
Investing activities: | |||
Purchase of property, plant and equipment | (65,768) | (65,694) | (74,517) |
Proceeds from sale of property, plant and equipment | 557,061 | 257,246 | 10,036 |
Proceeds from liquidation of rabbi trust assets | 0 | 5,245 | 0 |
Deposits and other | 330 | (537) | (135) |
Net cash provided by (used in) investing activities | 491,623 | 196,260 | (64,616) |
Financing activities: | |||
Cash dividends paid | (26,915) | (27,861) | (29,056) |
Gross proceeds from credit facility borrowings and other long-term debt | 413,268 | 672,349 | 579,895 |
Gross repayments of credit facility borrowings and other long-term debt | (750,668) | (783,339) | (588,541) |
Payments of debt issuance costs | (1,542) | (3,555) | (1,279) |
Purchase of treasury stock | 0 | (171,513) | 0 |
Proceeds from share-based compensation | 518 | 214 | 534 |
Cash paid for taxes on share-based compensation | (1,353) | (1,314) | (1,738) |
Excess tax benefits from share-based compensation | (499) | 1,661 | 228 |
Net cash (used in) financing activities | (367,191) | (313,358) | (39,957) |
Net cash provided by (used in) operations | 197,990 | 6,538 | (1,468) |
Cash and equivalents at the beginning of the period | 12,896 | 6,358 | 7,826 |
Cash and equivalents at the end of the period | $ 210,886 | $ 12,896 | $ 6,358 |
Summary of Significant Accounting Policies |
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Apr. 28, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Description of Business: We produce and distribute a variety of complementary home-style, refrigerated side-dish convenience food items and pork sausage under the Bob Evans ®, Owens ® and Country Creek ® brand names. These food products are available throughout the United States at grocery retailers. We also manufacture and sell similar products to food-service accounts, including Bob Evans Restaurants and other restaurants. The revenue from sales to Bob Evans Restaurants were eliminated in consolidation. On January 24, 2017, we entered into an Asset and Membership Interest Purchase Agreement (the "BER Sale Agreement") with Bob Evans Restaurants, LLC (formerly BER Acquisition, LLC) a Delaware limited liability company formed by affiliates of Golden Gate Capital Opportunity Fund, L.P. ("the Buyer"). The Buyer completed the acquisition of the Company's Bob Evans Restaurants Business (the "Restaurants Business"), including our corporate headquarters, on April 28, 2017 (the "Restaurants Transaction"). For all periods presented in our Consolidated Statements of Net Income, all sales, costs, expenses, gains and income taxes attributable to our Restaurants Business as well as the Restaurants Transaction have been reported under the captions "Income from Discontinued Operations, Net of Income Taxes." Cash flows used in or provided by our Restaurants Business have been reported in the Consolidated Statements of Cash Flows under operating and investing activities. Refer to Note 2 - Discontinued Operations for additional information. Prior to the decision to sell our Restaurants Business, we had two reporting segments, Bob Evans Restaurants and BEF Foods. BEF Foods sells food products throughout the retail grocery and food service channels, including to Bob Evans Restaurants. Corporate and other costs related to shared services functions were not allocated to our reporting segments. As a result of the decision to sell our Restaurants Business, which is now classified as discontinued operations, we have one reporting segment. Revenues and costs related to our BEF Foods business, including indirect corporate overhead costs, are reported within results from continuing operations. All revenues and costs incurred directly in support of the Bob Evans Restaurants business are presented in results from discontinued operations. Prior year information has been adjusted to conform with the current presentation. Unless otherwise stated, the information disclosed in footnotes accompanying the financial statements refer to continuing operations. See Note 2 for additional information regarding results from discontinued operations. Principles of Consolidation: The consolidated financial statements include the accounts of Bob Evans and its subsidiaries. Intercompany accounts and transactions have been eliminated. Dollars are in thousands, except share and per share amounts. Use of Estimates: The preparation of financial statements in conformity with US GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities. Actual results could differ from the estimates and assumptions used. Fiscal Year: Our fiscal year ends on the last Friday in April. References herein to fiscal 2017, fiscal 2016 and fiscal 2015 refer to fiscal years ended April 28, 2017, April 29, 2016, and April 24, 2015, respectively. Fiscal years 2017 and 2015 were 52 week periods, whereas fiscal year 2016 was a 53 week period. Revenue Recognition: Revenue is recognized when products are received by our customers. We engage in promotional (sales incentives or trade spend) programs in the form of "off-invoice" deductions, billbacks, cooperative advertising and coupons with our customers. Costs associated with these programs are classified as a reduction of gross sales in the period in which the sale occurs. Promotional spending for continuing operations, primarily comprised of off-invoice deductions and billbacks, was $84,748, $79,302, and $56,618 for fiscal years 2017, 2016 and 2015, respectively. Shipping and Handling costs: Expenditures related to shipping our BEF Foods products to our customers are expensed when incurred. Shipping and handling costs were $16,125, $14,850 and $17,025 in fiscal years 2017, 2016 and 2015, respectively, and are recorded in the other operating expenses line of the Consolidated Statements of Net Income. Cash Equivalents: We consider all highly liquid instruments with a maturity of three months or less when purchased to be cash equivalents. We did not own any cash equivalents as of April 28, 2017, or April 29, 2016. Accounts Receivable: Accounts receivable represents amounts owed to us through our operating activities and are presented net of allowance for doubtful accounts and promotional incentives. Accounts receivable consist primarily of trade receivables from customer sales. We evaluate the collectability of our accounts receivable based on a combination of factors. In circumstances where we are aware of a specific customer’s inability to meet its financial obligations to us, we record a specific allowance for bad debts against amounts due to reduce the net recognized receivable to the amount we reasonably believe will be collected. In addition, we recognize allowances for bad debts based on the length of time receivables are past due with allowance percentages, based on our historical experiences, applied on a graduated scale relative to the age of the receivable amounts. If circumstances such as higher than expected bad debt experience or an unexpected material adverse change in a major customer’s ability to meet its financial obligations to us were to occur, the recoverability of amounts due to us could change by a material amount. We had allowances for doubtful accounts of $269 and $421 as of April 28, 2017, and April 29, 2016, respectively. Accounts receivable are reduced by $8,055 and $4,916 as of April 28, 2017, and April 29, 2016, respectively, related to promotional incentives that reduce what is owed to the Company from certain BEF Foods customers. Concentration of Credit Risk: We maintain cash depository accounts with major banks. Accounts receivable can be potentially exposed to a concentration of credit risk with customers or in particular industries. In fiscal 2017 sales to Wal-mart comprised approximately 20% of net sales from continuing operations while sales to Kroger comprised approximately 14% of net sales from continuing operations. Reserves for credit losses have historically been within our expectations. Notes Receivable: As a result of the sale of Mimi’s Café to Le Duff, we received a promissory note ("the Note") for $30,000. The Note had an annual interest rate of 1.5%, a term of seven years and a full principal and interest payment date of February 2020. Partial prepayments were required prior to maturity if the buyer reached certain levels of EBITDA during specified periods. No partial prepayments were received on this Note. The Note was originally valued using a discounted cash flow model and we recognized accretion income of $1,133, $2,082 and $1,859 in fiscal years 2017, 2016 and 2015, respectively. In the third quarter of fiscal 2017, we reached an agreement with Mimi's Café and settled the Note. We received a payment of $7,000 which settled all of Mimi's Café outstanding obligations of the Note. The settlement resulted in an impairment charge of $15,256, which was recorded in the Impairments line of the Consolidated Statements of Net Income. Inventories: Our inventories are determined on an average cost method which approximates a first in, first out basis due to the perishable nature of our inventory. Inventory includes raw materials and supplies ($6,037 in fiscal 2017 and $5,911 in fiscal 2016) and finished goods ($11,173 in fiscal 2017 and $11,182 in fiscal 2016). Inventories associated with the Restaurants Business were transferred to the Buyer as part of the Restaurants Transaction. See Note 2 for additional information. Property, Plant and Equipment: Property, plant and equipment is recorded at cost less accumulated depreciation. The straight-line depreciation method is used for all capitalized assets. Depreciation is calculated at rates adequate to amortize costs over the estimated useful lives of buildings and improvements (5 to 25 years) and machinery and equipment (3 to 10 years). Improvements to leased properties are depreciated over the shorter of their useful lives or the initial lease terms. Total depreciation expense from continuing operations was $23,875, $20,887 and $18,207 and in fiscal years 2017, 2016 and 2015, respectively. We capitalized internal labor costs of $605, $1,557 and $2,118 in fiscal years 2017, 2016 and 2015, respectively, primarily associated with the first and second phases of our ERP implementation and other IT projects. The first phase of our ERP system was put in service in the first quarter of fiscal 2016, and has an expected useful life of ten years. The second phase of our ERP system was put in service in the second quarter of fiscal year 2017 and also has an expected useful life of 10 years. We evaluate property, plant and equipment held and used in the business for impairment whenever events or changes circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. Impairment is determined by comparing the estimated fair value for the asset group to the carrying amount of its assets. If impairment exists, the amount of impairment is measured as the excess of the carrying amount over the estimated fair values of the assets. Assets associated with our Richardson, Texas, location totaling $3,334 are classified as Current Assets Held for Sale in the Consolidated Balance Sheet as of April 28, 2017 and April 29, 2016. Goodwill and Other Intangible Assets: Goodwill and other intangible assets, which primarily represents the cost in excess of fair market value of net assets acquired, were $19,673 and $19,829 as of April 28, 2017, and April 29, 2016, respectively. The majority of our goodwill was acquired as part of our fiscal 2013 acquisition of Kettle Creations. Additionally, as part of this acquisition we obtained a non-compete agreement with certain executives of the former company. The Kettle Creations non-compete agreement is amortized on a straight-line basis over its estimated economic life of five years. Goodwill and intangible assets with indefinite lives are not amortized, but rather are tested for impairment during the fourth quarter each year or on a more frequent basis when indicators of impairment exist. Goodwill and indefinite lived intangible asset impairment testing involves a comparison of the estimated fair value of reporting units to the respective carrying amount. If the estimated fair value exceeds the carrying amount, then no impairment exists. If the carrying amount exceeds the estimated fair value, then a second step is performed to determine the amount of impairment, if any. We perform our impairment test using a combination of income-based and market-based approaches. The income based approach indicates the fair value of an asset or business based on the cash flows it can be expected to generate over its remaining useful life. Under the market-based approach, fair value is determined by comparing our reporting units to similar businesses or guideline companies whose securities are actively traded in public markets. There have been no impairments to our goodwill in the current or prior years. Accrued Non-Income Taxes: Accrued non-income taxes primarily represent obligations for real estate and personal property taxes. Accrued non-income taxes were $3,353 and $890 at April 28, 2017, and April 29, 2016, respectively. Accrued non-income taxes associated with the Restaurants Business were conveyed to the Buyer as part of the Restaurants Transaction. See Note 2 - Discontinued Operations for additional information. Self-Insurance Reserves: We record estimates for certain health, workers’ compensation and general liability insurance costs that are self-insured programs. Self-insurance reserves include actuarial estimates of both claims filed, carried at their expected ultimate settlement value, and claims incurred but not yet reported. Our liability represents an estimate of the ultimate cost of claims incurred as of the fiscal year end balance sheet date. Self-insurance reserves were $10,692 and $11,288 at April 28, 2017, and April 29, 2016, respectively. Workers compensation reserves associated with the Restaurants Business were transferred to the Buyer as part of the Restaurants Transaction. See Note 2 for additional information. Other Accrued Expenses: Other accrued expenses consisted of the following:
Advertising Costs: Media advertising is expensed at the time the media first airs. We expense all other advertising costs as incurred. Advertising expense from continuing operations was $9,006, $6,658 and $3,607 in fiscal years 2017, 2016 and 2015, respectively. Advertising costs are classified in other operating expenses in the Consolidated Statements of Net Income. Cost of Sales: Cost of sales represents primarily the cost of materials. Cost of sales excludes depreciation expense, which is recorded in the depreciation and amortization expense line on the Consolidated Statements of Net Income. Comprehensive Income: Comprehensive income is the same as reported net income as we have no other comprehensive income. Earnings Per Share: Our basic earnings per share ("EPS") computation is based on the weighted-average number of shares of common stock outstanding during the period presented. Our diluted EPS calculation reflects the assumed vesting of restricted shares and market-based performance shares, the exercise and conversion of outstanding employee stock options and the settlement of share-based obligations recorded as liabilities on the Consolidated Balance Sheets (see Note 6 for more information), net of the impact of antidilutive shares. The numerator in calculating both basic and diluted EPS for each period is reported net income. The denominator is based on the following weighted-average shares outstanding:
In fiscal years 2017, 2016 and 2015, respectively, there were 215,889, 207,538 and 124,766 shares of common stock excluded from the diluted earnings per share calculations because they were antidilutive. Dividends: In fiscal 2017, we paid four quarterly dividends, each equal to $0.34 per share on our outstanding common stock. Individuals that hold awards for unvested and outstanding restricted stock units, market-based performance share units and outstanding deferred stock awards are entitled to receive dividend equivalent rights equal to the per-share cash dividends paid on outstanding units. Dividend equivalent rights are forfeitable until the underlying share units from which they were derived vest. Share-based dividend equivalents are recorded as a reduction to retained earnings, with an offsetting increase to capital in excess of par value. Refer to table below:
Leases: In fiscal 2016, we entered into sale leaseback transactions for two of our production facilities. The transaction included 20-year initial lease terms for each facility, with two 10-year additional renewal periods exercisable at our option, 2% annual rent increases and payment and performance guaranties. A gain of $2,305 on the sale of our Lima, Ohio, facility was deferred and is being recognized on a straight-line basis over the initial term of the lease. Rent expense is recorded on a straight-line basis. Our straight-line rent calculation does not include an assumption of lease renewal periods. We record the difference between the amount charged to expense and the rent paid as deferred rent in the Consolidated Balance Sheets. Rent expense was $4,117 and $2,202 in fiscal years 2017 and 2016, respectively. Refer to the following table for expected future minimum lease payments, which excludes the impact of any available renewal periods:
Income Taxes: We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We recognize deferred tax assets to the extent that we believe these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. We record uncertain tax positions in accordance with the Income Taxes Topic of the Financial Accounting Standards Board ("FASB ") ASC 740 on the basis of a two-step process whereby (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying Consolidated Statement of Net Income. Accrued interest and penalties are included within the related tax liability line in the Consolidated Balance Sheets. See Note 4 for additional information. Commitments and Contingencies: We occasionally use purchase commitment contracts to stabilize the potentially volatile pricing associated with certain commodity items. We are self-insured for most casualty losses and employee health care claims up to certain stop-loss limits per claim. We have accounted for liabilities for casualty losses, including both reported claims and incurred but not reported claims, based on information provided by independent actuaries. We have estimated our employee health care claims liability through a review of incurred and paid claims history. The Company retained liabilities for health insurance and general liability claims associated with the Restaurants Business that were incurred prior to the closing of the Restaurants Transaction. We do not believe that our calculation of casualty losses and employee health-care claims liabilities would change materially under different conditions and/or different methods. However, due to the inherent volatility of actuarially determined casualty losses and employee health care claims, it is reasonably possible that we could experience changes in estimated losses, which could be material to net income. We are from time to time involved in ordinary and routine litigation, typically involving claims from customers, employees and others related to operational issues common to the food manufacturing industry. Management believes that the ultimate outcome of these proceedings, individually or in the aggregate, will not have a material adverse effect on our financial position, cash flows or results of operations. See Note 8 for further information. As part of the Restaurants Transaction, the Company and BEF Foods, Inc. continue to guarantee certain payment and performance obligations associated with Bob Evans Restaurants leases associated with the sale leaseback transaction that occurred in the fourth quarter of fiscal 2016. See Note 2 for additional information. New Accounting Pronouncements: In the normal course of business, management evaluates all new accounting pronouncements issued by the FASB, the Securities and Exchange Commission (“SEC”), the Emerging Issues Task Force, the American Institute of Certified Public Accountants or any other authoritative accounting body to determine the potential impact they may have on the Company’s consolidated financial statements. The pronouncements below were either adopted by the Company in fiscal 2017 or will be effective for the Company in future years. In May 2014, the FASB and the International Accounting Standards Board ("IASB") issued new joint guidance surrounding revenue recognition. Under US GAAP, this guidance is being introduced to the ASC as Topic 606, Revenue from Contracts with Customers ("Topic 606"), by Accounting Standards Update No. 2014-09. The new standard supersedes a majority of existing revenue recognition guidance under US GAAP, and requires companies to recognize revenue when it transfers goods or services to a customer in an amount that reflects the consideration to which a company expects to be entitled. Companies may need to use more judgment and make more estimates while recognizing revenue, which could result in additional disclosures to the financial statements. Topic 606 allows for either a "full retrospective" adoption or a "modified retrospective" adoption. The standard will become effective for us in fiscal 2019. We are in the process of implementing the new standard, focusing on promotional arrangements with customers. We do not believe the implementation will be material to our current or historical financial statements. We are in the process of developing additional controls to ensure proper oversight of new customer relationships and promotional activity, as well as to ensure we meet all of the disclosure requirements associated with the new standard. We have not yet concluded which transition method we will elect, but anticipate we will use the modified retrospective approach. In August 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-15, Presentation of Financial Statements - Going Concern to provide guidance about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern. The guidance requires management to assess whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity's ability to continue as a going concern within one year after the date that the financial statements are issued. When management identifies such conditions or events, a footnote disclosure is required to disclose their nature, as well as management's plans to alleviate the substantial doubt to continue as a going concern. The standard became effective for our fiscal year end 2017 and did not have an impact on the consolidated financial statements. In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory. ASU 2015-11 simplifies the subsequent measurement of inventory by replacing today's lower of cost or market test with a lower of cost or net realizable test, which is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The standard will become effective for us in fiscal 2018. We do not expect this update to have a material impact on the consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases. This guidance requires companies to put most leases on their balance sheets but recognize expenses on their income statements in a manner similar to today’s accounting. The new standard also will result in enhanced quantitative and qualitative disclosures, including significant judgments made by management, to provide greater insight into the extent of revenue and expense recognized and expected to be recognized from existing leases. The standard requires modified retrospective adoption and will become effective beginning in fiscal 2020, with early adoption permitted. We are currently evaluating this standard, including the timing of adoption and the related impact on our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Compensation Accounting. ASU 2016-09 requires that excess tax benefits are recorded on the income statement as opposed to additional paid-in-capital, and treated as an operating activity on the statement of cash flows. ASU 2016-09 also allows companies to make an accounting policy election to either estimate the number of awards that are expected to vest (current U.S. GAAP) or account for forfeitures when they occur. ASU 2016-09 further requires cash paid by an employer when directly withholding shares for tax-withholding purposes to be classified as a financing activity on the statement of cash flows. The standard will become effective for us in fiscal 2018. We are currently evaluating the impact this standard will have on our consolidated financial statements. In June 2016, FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses. ASU 2016-13 introduces an approach based on expected losses to estimate credit losses on certain types of financial instruments. It also modifies the impairment model for available-for-sale (AFS) debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination. The standard will become effective for us in our fiscal 2021. We do not expect this standard to have a material impact on the consolidated financial statements. In August 2016, FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The guidance is to be applied using a retrospective transition method to each period presented. This standard will become effective for us in our fiscal 2019. We are currently evaluating the impact this standard will have on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment." ASU 2017-04 simplifies the accounting for goodwill impairments by eliminating Step 2 from the goodwill impairment test. Under the previous guidance an impairment of goodwill exists when the carrying amount of goodwill exceeds its implied fair value, whereas under the new guidance a goodwill impairment loss would be recognized if the carrying amount of the reporting unit exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. The ASU is effective for annual and any interim impairment tests for periods beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We are currently evaluating the impact this standard will have on our consolidated financial statements. |
Discontinued Operations |
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Discontinued Operations and Disposal Groups [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Discontinued Operations | Discontinued Operations On January 24, 2017, the Company entered into the BER Sale Agreement with the Buyer. On April 28, 2017, we completed the sale of the Restaurants Business for an aggregate purchase price of $565,000 in cash, subject to certain adjustments set forth in the BER Sale Agreement (the “Restaurants Transaction”). The Buyer also purchased our corporate headquarters as part of the transaction. The Restaurants Transaction was effected by (i) the sale of the Restaurants Business assets by the Company’s affiliates to Buyer and (ii) the sale by the Company of fifty percent of the equity interests in a newly formed special purpose entity that holds specified intellectual property assets used by both the Restaurants Business and the Company’s food production business. As part of the Restaurants Transaction the Company also conveyed to the Buyer the majority of working capital liabilities associated with the Restaurants Business, including outstanding payables, accrued wages, and other accrued current liabilities, other than debt. The Company will continue to supply Bob Evans Restaurants with certain of its products under a five-year supply agreement. The supply agreement requires Bob Evans Restaurants purchase 100% of certain food products from the Company in the first year. The required percentage of purchases for those products then decreases annually, down to 25% in the final year. In fiscal years 2017, 2016 and 2015 respectively, the Company's BEF Foods business sold $22,056, $18,769 and $19,304 of products to Bob Evans Restaurants. These sales were eliminated on our Consolidated Statements of Net Income. Additionally, pursuant to a transition services agreement, the Company will supply certain services, primarily information technology related, to Bob Evans Restaurants and will receive certain human resource, tax and accounting services from Bob Evans Restaurants. These services will be provided at cost for a period up to 18 months, which can be further extended. Results associated with the Restaurants Business are classified as income from discontinued operations, net of income taxes, in our Consolidated Statements of Net Income. Prior year results have been adjusted to conform with the current presentation. Income from discontinued operations is comprised of the following:
Selling, general and administrative expenses recorded in discontinued operations include corporate costs incurred directly in support of the Restaurants Business. In fiscal 2017, these costs included $10,818 of severance and stock compensation costs associated with corporate employees who supported the Restaurants Business. We sold our corporate headquarters facility to the Buyer on a debt-free basis as part of the Restaurants Transaction, which required us to pay-in-full the outstanding borrowings on our Mortgage Loan prior to closing the Transaction. In accordance with ASC 205 - Presentation of Financial Statements, interest expense associated with the Mortgage Loan, which includes $972 of debt issuance amortization charges recorded upon termination of the Mortgage Loan in the fourth quarter, was allocated to discontinued operations. See the table below for a reconciliation of the gain recorded on the sale of our Restaurants Business:
(1) The proceeds received from the Restaurants Transaction are net of certain costs paid at closing, including transfer taxes and title insurance, and other working capital adjustments outlined in the BER Sale Agreement. (2) Costs directly incurred as a result of the sale of our Restaurants Business, including investment bank fees, legal fees, professional fees and other administrative costs. Prior to the closing of the Restaurants Transaction, these assets and liabilities were classified as held for sale in the Consolidated Balance Sheets as of January 27, 2017, in the Form 10-Q. The Company retained certain liabilities associated with the Restaurants Business, including $7,408 of liabilities for general liability and health insurance claims incurred prior to the closing of the Restaurants Transaction. Additionally we retained all liabilities related to income taxes associated with the Restaurants Business. Proceeds from the sale of the Restaurants Business have been presented in the Consolidated Statements of Cash Flow under investing activities for fiscal year 2017. Total operating and investing cash flows of discontinued operations for fiscal years 2017, 2016 and 2015 are comprised of the following:
Net cash provided by investing activities in fiscal year 2017 includes the proceeds from the sale of the Restaurants Business, while net cash provided by investing activities in fiscal year 2016 includes approximately $197,000 of proceeds associated with our sale leaseback of 143 restaurant properties. Net cash provided by (used in) investing activities in each year is net of capital expenditures associated with the Restaurants Business. Lease Guarantee As part of the Restaurants Transaction, the Buyer assumed all operating leases associated with the Restaurants Business, including leases for the 143 restaurant properties that were sold as part of a sale leaseback transaction in the fourth quarter of fiscal 2016. The Company and BEF Foods, Inc. continue to guarantee certain payment and performance obligations associated with the lease agreements for those restaurant properties (the "Guarantee"). In the event Bob Evans Restaurants fails to meet its payment and performance obligations under these lease agreements, the Company may be required to make rent and other payments to the landlord under the requirements of the Guarantee. Should the Company, as guarantor of the lease obligations, be required to make all lease payments due for the remaining term of the lease subsequent to April 28, 2017, the maximum amount we may be required to pay is the annual rent amount, for the remainder of the lease term. The current annual rent on these leases is approximately $13,300, and will increase up to 1.5% annually based on indexed inflation. The lease term extends for approximately 19 more years as of April 28, 2017, and the Company would remain a guarantor of the leases in the event the leases are extended for a renewal period. In the event that the Company is obligated to make payments under the guarantor obligations, we believe the exposure is limited due to contractual protections and recourse available in the master lease agreements as well as the BER Sale Agreement, including a requirement of the landlord to mitigate damages by re-letting the properties in default. Bob Evans Restaurants continues to meet its obligations under these leases and there have not been any events that would indicate that they will not continue to meet the obligations of the leases. As such, we believe the fair value of the Guarantee is immaterial as of April 28, 2017. |
Long-Term Debt and Credit Arrangements |
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Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-Term Debt and Credit Agreements | Long-Term Debt and Credit Arrangements As of April 28, 2017, long-term debt was comprised of the long term portion of a $3,000 Research and Development Investment Loan ("R&D Loan") and an interest-free loan of $1,000, due ten years from the date of borrowing, with imputed interest. In the fourth quarter of fiscal 2017, in conjunction with the sale of our Restaurants Business, we paid all outstanding borrowings and terminated our Revolving and Restated Credit Agreement ("Credit Agreement"). Under the terms of the Credit Agreement, we were required to use proceeds from the sale of our Restaurants Business to pay off outstanding borrowings, which occurred on the date the Restaurants Transaction closed. In the fourth quarter of fiscal 2017, we also paid off all outstanding borrowings on the mortgage credit agreement on our corporate headquarters facility (the "Mortgage Loan"). Our corporate headquarters facility was sold as part of the Restaurants Transaction and the termination of the Mortgage Loan prior to closing the Restaurants Transaction was a requirement under the BER Sale Agreement. Interest expense associated with the Mortgage Loan, including the write off of unamortized debt issuance costs of $972, was recorded in the results from discontinued operations. We expensed $2,005 of unamortized debt issuance costs in the fourth quarter of fiscal 2017 associated the termination of the Credit Agreement. Interest expense associated with the Credit Agreement, including the write off of unamortized debt issuance costs, were recorded in the Net Interest Expense line of the Consolidated Statements of Net Income. Refer to the table below for outstanding borrowings as of April 28, 2017, and April 29, 2016, respectively:
Establishment of New Credit Facility On April 28, 2017, the Company entered into a new $300,000 Credit Facility (the “Credit Facility”). The Credit Facility represents a syndicated secured revolving credit facility under which up to $300,000 will be available, with a letter of credit sub-facility of $20,000, and an accordion option to increase the revolving credit commitment to $400,000. All obligations under the Credit Facility are unconditionally guaranteed by the Company as well as certain wholly owned subsidiaries, and is secured by a first-priority security interest in certain property and assets of the Company, including accounts receivable, inventory, equipment, intellectual property and certain other assets, including stock pledges of certain material direct subsidiaries. The Credit Facility has a maturity date of April 28, 2022. We incurred financing costs of $1,542 associated with this Credit Facility, which will be amortized over the five-year term of the facility. The primary purposes of the Credit Facility are for stand-by letters of credit in the ordinary course of business as well as working capital, capital expenditures, acquisitions, stock repurchases, dividends, including a special dividend paid to the Company’s stockholders at the close of business on June 16, 2017, and other general corporate purposes. Borrowings under the Credit Facility bear interest, at Borrower’s option, at a rate based on the Eurodollar Rate or the Base Rate, plus a margin based on the Consolidated Leverage Ratio, as detailed in the Credit Facility, ranging from 1.25% to 2.00% per annum for Eurodollar Rate, and ranging from 0.25% to 1.00% per annum for Base Rate. Base Rate means, for any day, a fluctuating per annum rate of interest equal to the highest of (i) the Federal Funds Rate, plus 0.50%, and (ii) Bank of America, N.A.’s “prime rate”, and (iii) the Eurodollar Rate, plus 1.0%. As of April 28, 2017, the margin on LIBOR-based loans was 1.50% per annum and the margin on Base Rate-based loans was 0.50% per annum. Commitment fees payable under the Credit Facility are also based on the Consolidated Leverage Ratio and range from 0.20% per annum to 0.30% per annum of the average unused portion of the total lender commitments then in effect. The terms of the Credit Facility provide for customary representations and warranties and affirmative covenants. The Credit Facility contains negative covenants usual and customary for a transaction of this nature. The Credit Agreement also contains financial covenants that require us to maintain a specified minimum coverage ratio of not less than 3.00 to 1.00, and a maximum leverage ratio that may not exceed 3.50 to 1.00. As of April 28, 2017, there were no outstanding borrowings on the Credit Facility and we were in compliance with all covenants. A breach of any of these covenants could result in a default under our Credit Facility, in which all amounts under the Credit Facility may become immediately due and payable, and all commitments under our Credit Facility to extend further credit may be terminated. At April 28, 2017, we had outstanding letters of credit that totaled approximately $12,036, of which $11,736 is utilized as part of the total amount available under our Credit Facility. If certain conditions are met under these arrangements, we would be required to satisfy the obligations in cash. Due to the nature of these arrangements and based on historical experience and future expectations, we do not expect to make any significant payment outside of the terms set forth in these arrangements. Approximately $3,300 of these letters of credit were associated with our Restaurants Business and have subsequently been canceled or released. Our combined effective annual interest rate for the now terminated Credit Agreement and Mortgage Loan was 2.37% during the year ended April 28, 2017. Interest costs of $445, $210 and $471 incurred in fiscal years 2017, 2016 and 2015, respectively, were capitalized in connection with our ERP system implementation and other construction activities. Interest paid in fiscal years 2017, 2016 and 2015 was $9,718, $10,579 and $10,399, respectively. Net interest expense from continuing operations in fiscal years 2017, 2016 and 2015 was comprised of the following:
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Income Taxes |
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Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes | Income Taxes Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The amount of the deferred tax assets considered realizable could be adjusted if estimates of future taxable income during the carryforward periods are reduced or increased, or if objective negative evidence in the form of cumulative losses is no longer present and additional weight may be given to subjective evidence, such as the Company’s projections for growth. Significant components of our deferred tax liabilities and assets as of April 28, 2017, and April 29, 2016, were as follows:
There are $568 of state net operating loss carry forwards that will expire at various times through 2036. As of April 28, 2017, and April 29, 2016, the valuation allowance for net operating loss carryovers totaled $238 and $246, respectively. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, taxable income in carryback years and tax-planning strategies when making this assessment. Significant components of the provision (benefit) for income taxes are as follows:
Our provision for income taxes differs from the amounts computed by applying the federal statutory rate due to the following:
Taxes paid during fiscal 2017, fiscal 2016 and fiscal 2015 were $23,743, $7,739 and $10,543, respectively. Uncertain Tax Positions The following table summarizes activity of the total amounts of unrecognized tax benefits:
The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate as of April 28, 2017, April 29, 2016, and April 24, 2015, was $4,012, $4,720 and $4,939, respectively. The remaining unrecognized tax benefits relate to tax positions for which ultimate deductibility is highly certain, but for which there is uncertainty as to the timing of such deductibility. Recognition of these tax benefits would not affect our effective tax rate. The Company believes that it is reasonable that a decrease of up to $73 to $1,554 in unrecognized tax benefits related to state exposures may be necessary in the coming year due to settlements with taxing authorities or lapses of statutes of limitations. We recognize interest and penalties related to unrecognized tax benefits as a component of income tax expense in the Consolidated Statements of Net Income. During fiscal 2017, fiscal 2016 and fiscal 2015, we recognized $422, $50 and $166, respectively of benefits related to the adjustment of previously assessed interest and penalties. As of April 28, 2017, and April 29, 2016, we accrued approximately $368 and $790, respectively, in interest and penalties related to unrecognized tax benefits. We file United States federal and various state and local income tax returns. Tax returns are generally subject to examination for a period of three to five years after the filing of the respective return. |
Restructuring and Severance Charges |
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Restructuring and Related Activities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring and Severance Charges | Restructuring and Severance Charges In fiscal 2017, we incurred charges of $6,662 related to a reduction of personnel as part of the Company's overall strategic initiatives, including the sale of the Restaurants Business (see Note 2 for additional information). Severance charges associated with employees who work in shared service functions were recorded in the S,G&A line of the Consolidated Statements of Net Income, while charges associated with employees who supported the Restaurant Business were recorded in results from discontinued operations. Liabilities for severance charges associated with restructuring activities as of April 28, 2017, were $2,800 and are recorded in the accrued wages and related liabilities line of the Consolidated Balance Sheet and we expect these liabilities to be paid in fiscal 2018. Additionally, in each of the fourth quarters of fiscal years 2016 and 2015, we recorded charges related to a reduction of personnel at our corporate headquarters. Restructuring costs related to employees who supported our continuing operations or worked in shared service functions were recorded in the S,G&A line of the Consolidated Statements of Net Income. See the table below for additional information.
(1) Restructuring charges of $2,090, $972 and $3,236 were recorded in continuing operations in fiscal years 2017, 2016 and 2015, respectively, in the S,G&A line of the Consolidated Statements of Net Income. The remaining charges were recorded in the results of discontinued operations. |
Share-Based Compensation Plans |
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Share-based Compensation [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Plans | Share-Based Compensation Plans Shared-based Employee Compensation: The Stock Compensation Topic of the FASB ASC 718 ("ASC 718") requires that we measure the cost of employee services received in exchange for an equity award, such as stock options, restricted stock awards and restricted stock units, based on the estimated fair value of the award on the grant date. The cost is recognized in the income statement over the vesting period of the award on a straight-line basis with the exception of compensation cost related to awards for retirement eligible employees, which are recognized immediately upon grant. Compensation cost recognized is based on the grant date fair value estimated in accordance with ASC 718. On September 13, 2010, our stockholders approved the Bob Evans Farms, Inc. 2010 Equity and Cash Incentive Plan (the “2010 Plan”). Upon approval, the 2010 Plan became our primary plan under which new stock-based compensation can be granted. The types of awards that may be granted under the 2010 Plan include: stock options, stock appreciation rights, restricted stock, restricted stock units, cash incentive awards, performance shares, performance units, and other awards. The Compensation Committee of the Board of Directors administers the 2010 Plan, including establishing the terms and conditions of the awards. The 2010 Plan allows the Compensation Committee to make awards to any of our employees, consultants, or nonemployee directors. The 2010 Plan imposes various restrictions on awards, including a maximum life of 10 years for stock options and stock appreciation rights and a minimum exercise price equal to the grant date stock price for stock options and stock appreciation rights. The remaining shares available for issue under the 2006 Equity and Cash Incentive Plan (the “2006 Plan”) became available for issuance under the 2010 Plan effective September 13, 2010. In fiscal 2017, we granted market-based performance share units ("PSUs") and restricted stock units ("RSUs"). The PSUs granted under the 2010 Plan have market-based vesting conditions, while RSUs granted under the 2010 Plan vest ratably over three years for employees, and one year for non-employee directors of the Company. The PSUs awarded in the first quarter of fiscal 2017 were designed to vest at the end of a three-year performance period if they achieved the market-based vesting conditions. The PSUs were valued using a Monte Carlo simulation with the number of shares that ultimately vest dependent on the Company's total stockholder return, measured against the total stockholder return of a select group of peer companies over a three-year period. During fiscal years 2017, 2016 and 2015, we issued treasury shares to satisfy the vesting of restricted awards and stock option exercises. In the third quarter of fiscal 2017, in accordance with the authority and power granted to the Compensation Committee under the terms of the 2010 Plan, the Compensation Committee approved acceleration of the vesting of all unvested RSUs, RSAs and PSUs then outstanding, contingent upon and effective at the time of the closing of the Restaurants Transaction. The Compensation Committee further determined that the performance criteria applicable to each PSU was deemed satisfied, upon the closing of the Restaurants Transaction and delivery by the participant of a written agreement with the Company containing a general release of claims and certain restrictive covenants. The Compensation Committee’s decision applied to all of the Company’s outstanding RSUs, RSAs and PSUs granted to employees that were unvested at the time of the modification. The Compensation Committee's decision resulted in a Type III modification, defined as a change from improbable to probable vesting conditions as per ASC 718, for certain employees terminated during fiscal 2017 and for employees that left the Company as part of the Restaurants Transaction. For Type III modified stock awards, we recalculated the fair value on the modification date (January 24, 2017), and accelerated the associated unrecognized stock compensation expense. RSAs and RSUs are valued based on the stock closing price on the grant date. Total stock-based compensation expense from continuing operations in fiscal years 2017, 2016 and 2015, was $7,269, $2,958 and $1,600 respectively. The related tax benefit recognized was $2,762, $1,124 and $608 in fiscal years 2017, 2016 and 2015, respectively. Expense associated with stock-based compensation is primarily reflected in S,G&A expense. Stock Options The following table summarizes option-related activity for fiscal 2017:
As of April 28, 2017, there was no remaining unrecognized compensation cost related to outstanding stock options. The total intrinsic value of options exercised during fiscal years 2017, 2016 and 2015 was $333, $195 and $567, respectively. Cash received from the exercise of options was $518, $214 and $534 for fiscal years 2017, 2016 and 2015, respectively. Cash flows resulting from the tax benefits of tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) are classified as financing cash flows. In fiscal years 2017, 2016 and 2015, excess tax (expense) benefits of $(499), $1,661 and $228, respectively, were classified as financing cash flows in the Consolidated Statements of Cash Flows. Restricted Stock A summary of the status of our non-vested restricted stock awards and restricted stock units as of April 28, 2017, and changes during fiscal 2017 is presented below:
At April 28, 2017, there was $291 of unrecognized compensation cost related to non-vested restricted stock units for our Board of Directors. This cost is expected to be recognized over a weighted-average period of 0.33 years. The total fair value of RSAs and RSUs granted during fiscal years 2017, 2016 and 2015 was $3,841, $6,092 and $4,649, respectively. The total fair value of RSAs and RSUs that vested during fiscal years 2017, 2016 and 2015 was $9,221, $5,601 and $10,136, respectively. In addition to the shares subject to outstanding options and unvested restricted stock units and performance share units, approximately 2.9 million shares were available for grant under the 2010 Plan at April 28, 2017. Performance Share Units
At April 28, 2017, there was no unrecognized stock compensation expense. The total fair value of PSU awards granted during fiscal 2017 was $4,844. The total fair value of PSU awards vested during fiscal 2017 was $7,634. The weighted-average assumptions used for PSUs in the Monte Carlo simulation during fiscal 2017 were as follows:
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Other Compensation Plans |
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Compensation and Retirement Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Compensation Plans | Other Compensation Plans Defined Contribution Plan: We have a defined contribution plan (401(k)) that is available to substantially all employees who have at least 1,000 hours of service. Expenses related to matching contributions to these plans for continuing operations were $1,426, $988 and $946 for fiscals 2017, 2016, and 2015 respectively, and are primarily recorded within S,G&A. Nonqualified Deferred Compensation Plans: We have three nonqualified deferred compensation plans, the Bob Evans Executive Deferral Plans I and II (collectively referred to as “BEEDP”) and Bob Evans Directors’ Deferral Plan (“BEDDP”), which provides certain executives and Board of Directors members, respectively, the opportunity to defer a portion of their current year salary or stock compensation to future years. A third party manages the investments of employee deferrals. Expenses related to investment results of these deferrals are based on the change in quoted market prices of the underlying investments elected by plan participants. Obligations to participants who defer stock compensation through our deferral plans are satisfied only in company stock. There is no change in the vesting term for stock awards that are deferred into these plans. Obligations related to these deferred stock awards are treated as "Plan A" instruments, as defined by ASC 710. These obligations are classified as equity instruments within the Capital in excess of par value line of the Consolidated Balance Sheets. No subsequent changes in fair value are recognized in the Consolidated Financial Statements for these instruments. Participants earn share-based dividend equivalents in an amount equal to the value of per-share dividends paid to common shareholders. These dividends accumulate into additional shares of common stock, and are recorded through retained earnings in the period in which dividends are paid. Vested, deferred shares are included in the denominator of basic and diluted EPS in accordance with ASC 260 - Earnings per Share. The dilutive impact of unvested, deferred stock awards is included in the denominator of our diluted EPS calculation. Participants who defer cash compensation into our deferral plans have a range of investment options, one of which is company stock. Obligations for participants who choose this investment election are satisfied only in shares of company stock, while all other obligations are satisfied in cash. These share-based obligations are treated as "Plan B" instruments, as defined by ASC 710. These deferred compensation obligations are recorded as liabilities on the Consolidated Balance Sheets, in the deferred compensation line. We record compensation cost for subsequent changes in fair value of these obligations. Participants earn share-based dividend equivalents in an amount equal to the value of per-share dividends paid to common shareholders. These dividends accumulate into additional shares of common stock, and are recorded as compensation cost in the period in which the dividends are paid. At April 28, 2017, our deferred compensation obligation included $1,398 of share based obligations, which represents 20,949 shares. The dilutive impact of these shares are included in the denominator of our EPS calculation. Compensation cost (benefit) recognized on the adjustment of fair value for deferred awards was immaterial in the current and prior year. Supplemental Executive Retirement Plan: The Supplemental Executive Retirement Plan ("SERP") provides awards to a limited number of executives in the form of nonqualified deferred cash compensation. Gains and losses related to these benefits and the related investment results are recorded within the S,G&A caption in the Consolidated Statements of Net Income. The SERP is frozen and no further persons can be added, and funding was reduced to a nominal amount per year for the remaining participants. Deferred compensation liabilities expected to be satisfied in the next 12 months are classified as current liabilities in the accrued wages and other liabilities line of the Consolidated Balance Sheets. Our deferred compensation liabilities as of April 28, 2017 and April 29, 2016, consisted of the following:
Employees who transferred to Bob Evans Restaurants as part of the Restaurants Transaction were treated as terminated employees in our deferred compensation plans and will receive payouts based on their distribution elections. Rabbi Trust Assets: The Rabbi Trust is intended to be used as a source of funds to match respective funding obligations in our nonqualified deferred compensation plans. Assets held by the Rabbi Trust are recorded on our Consolidated Balance Sheets, and include company owned life insurance ("COLI") policies, short-term money market securities and Bob Evans common stock. The COLI policies held by the Rabbi Trust are recorded at cash surrender value on the Rabbi Trust Assets line of Consolidated Balance Sheets and totaled $22,353 and $20,662 as of April 28, 2017, and April 29, 2016, respectively. The cash receipts and payments related to the company owned life insurance policies are included in cash flows from operating activities on the Consolidated Statements of Cash Flows and changes in the cash surrender value for these assets are reflected within the S,G&A line in the Consolidated Statements of Net Income. The short-term securities held by the Rabbi Trust are recorded at their carrying value, which approximates fair value, on the prepaid expense and other current assets line of the Consolidated Balance Sheets and totaled $984 and $3,290 as of April 28, 2017, and April 29, 2016, respectively. All assets held by the Rabbi Trust are restricted to their use as noted above. Net expenses associated with our nonqualified deferred compensation plans include expenses associated with investment returns of our plan participants as well as premiums and administrative fees associated with the plans and our Rabbi Trust, and are offset by the investment returns on our COLI policies. Net expenses associated with our deferred compensation plans totaled $1,031, $1,162 and $1,236 in fiscal years 2017, 2016, and 2015 respectively, and are recorded within S,G&A. |
Commitments and Contingencies |
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Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies We are from time-to-time involved in ordinary and routine litigation, typically involving claims from customers, employees and others related to operational issues common to the food manufacturing industries, and incidental to our business. Management presently believes that the ultimate outcome of these proceedings, individually or in the aggregate, will not have a material adverse effect on our financial position, cash flows or results of operations. In the fourth quarter of fiscal 2016, we settled a class-action related to alleged violations of the Fair Labor Standards Act by misclassifying assistant managers as exempt employees and failing to pay overtime compensation during the period of time the employee worked as an assistant manager. In fiscal 2015, we recorded a charge of $6,000 related to the settlement of this matter. In the first quarter of fiscal 2016, we reached an agreement in principle to resolve litigation matter and recorded an additional $10,500 charge. In the fourth quarter of fiscal 2016, the Court issued a Final Approval Order on the settlement and the appeals period expired. The Company recorded a favorable adjustment of $3,344 related to the final settlement of this matter in fiscal 2016. |
Goodwill and Other Intangible Assets |
12 Months Ended |
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Apr. 28, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The carrying value of our goodwill and other intangible assets as of the end of fiscal 2017 and fiscal 2016 is $19,673 and $19,829, respectively, and primarily represents goodwill acquired in our fiscal 2013 acquisition of Kettle Creations. We assess the carrying value of our goodwill annually or whenever circumstances indicate that a decline in the carrying value may have occurred as required under the provisions of ASC 350. In the fourth quarter of fiscal 2017 we completed our annual impairment test. There have been no impairments to our goodwill in the current or prior years We also have a definite-lived intangible assets recorded on the Consolidated Balance Sheets consisting of noncompetition agreements that are being amortized over a 5-year life and have an immaterial remaining unamortized balance as of April 28, 2017. |
Acquisitions |
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Apr. 28, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions On January 24, 2017, the Company’s subsidiary BEF Foods, Inc. (“BEF Foods”) entered into a Stock Purchase Agreement (the “PFPC Agreement”) with Pineland Farms Potato Company, Inc., a Maine corporation (“PFPC”), the stockholders of PFPC party thereto (collectively, the “Sellers”), and Libra Foundation, as the Sellers’ Representative, and, solely for the purposes of guaranteeing the payment and performance obligations of BEF Foods under the PFPC Agreement, the Company. Pursuant to the PFPC Agreement, subject to the satisfaction or waiver of certain conditions, BEF Foods has purchased and acquired from the Sellers all of the equity interests of PFPC outstanding immediately after the closing , in exchange for (i) $115,000 in cash, subject to certain adjustments set forth in the PFPC Agreement, and (ii) up to an additional $25,000 in cash as potential earn-out consideration, the payment of which is subject to the achievement of certain operating EBITDA performance milestones over a consecutive twelve-month period during the 24 months following the closing. The transaction closed in the first quarter of fiscal 2018. |
Quarterly Financial Data (Unaudited) |
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Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Quarterly Financial Data (Unaudited) | Quarterly Financial Data (Unaudited) Summarized unaudited quarterly financial results for Fiscal 2017 and Fiscal 2016 follows (in thousands, except per share amounts):
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Subsequent Events |
12 Months Ended |
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Apr. 28, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On May 1, 2017, we completed the acquisition of PFPC. We acquired all of the equity interests of PFPC in exchange for (i) $115,000 in cash, subject to certain adjustments set forth in the purchase agreement, and (ii) up to an additional $25,000 in cash as potential earn-out consideration, the payment of which is subject to the achievement of certain operating EBITDA performance milestones over consecutive twelve month periods during the 24 months following the closing. The acquisition increases our side-dish production capacity and provides us the capability to produce and sell diced and shredded potato products in both the retail and food-service channels. The acquisition also diversifies our production capability by adding a second state-of-the-art potato processing facility with approximately 180 million pounds of capacity. PFPC also owns and operates a 900-acre potato farm and is surrounded by an estimated 55,000 acres of annual potato production. On May 1, 2017, the Company’s Board of Directors announced the declaration of a special dividend in the amount of $7.50 per share on the Company’s outstanding common stock. The dividend is payable on June 16, 2017 to stockholders of record at the close of business on May 30, 2017. On May 31, 2017, the Company’s Board of Directors announced the declaration of a quarterly cash dividend of $0.34 per share on the Company's outstanding common stock. The dividend is payable on June 26, 2017 to stockholders of record at the close of business on June 12, 2017. |
Summary of Significant Accounting Policies (Policies) |
12 Months Ended |
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Apr. 28, 2017 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business: We produce and distribute a variety of complementary home-style, refrigerated side-dish convenience food items and pork sausage under the Bob Evans ®, Owens ® and Country Creek ® brand names. These food products are available throughout the United States at grocery retailers. We also manufacture and sell similar products to food-service accounts, including Bob Evans Restaurants and other restaurants. The revenue from sales to Bob Evans Restaurants were eliminated in consolidation. On January 24, 2017, we entered into an Asset and Membership Interest Purchase Agreement (the "BER Sale Agreement") with Bob Evans Restaurants, LLC (formerly BER Acquisition, LLC) a Delaware limited liability company formed by affiliates of Golden Gate Capital Opportunity Fund, L.P. ("the Buyer"). The Buyer completed the acquisition of the Company's Bob Evans Restaurants Business (the "Restaurants Business"), including our corporate headquarters, on April 28, 2017 (the "Restaurants Transaction"). For all periods presented in our Consolidated Statements of Net Income, all sales, costs, expenses, gains and income taxes attributable to our Restaurants Business as well as the Restaurants Transaction have been reported under the captions "Income from Discontinued Operations, Net of Income Taxes." Cash flows used in or provided by our Restaurants Business have been reported in the Consolidated Statements of Cash Flows under operating and investing activities. Refer to Note 2 - Discontinued Operations for additional information. Prior to the decision to sell our Restaurants Business, we had two reporting segments, Bob Evans Restaurants and BEF Foods. BEF Foods sells food products throughout the retail grocery and food service channels, including to Bob Evans Restaurants. Corporate and other costs related to shared services functions were not allocated to our reporting segments. As a result of the decision to sell our Restaurants Business, which is now classified as discontinued operations, we have one reporting segment. Revenues and costs related to our BEF Foods business, including indirect corporate overhead costs, are reported within results from continuing operations. All revenues and costs incurred directly in support of the Bob Evans Restaurants business are presented in results from discontinued operations. Prior year information has been adjusted to conform with the current presentation. Unless otherwise stated, the information disclosed in footnotes accompanying the financial statements refer to continuing operations. See Note 2 for additional information regarding results from discontinued operations. |
Principles of Consolidation | Principles of Consolidation: The consolidated financial statements include the accounts of Bob Evans and its subsidiaries. Intercompany accounts and transactions have been eliminated. Dollars are in thousands, except share and per share amounts. |
Use of Estimates | Use of Estimates: The preparation of financial statements in conformity with US GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities. Actual results could differ from the estimates and assumptions used. |
Fiscal Year | Fiscal Year: Our fiscal year ends on the last Friday in April. References herein to fiscal 2017, fiscal 2016 and fiscal 2015 refer to fiscal years ended April 28, 2017, April 29, 2016, and April 24, 2015, respectively. Fiscal years 2017 and 2015 were 52 week periods, whereas fiscal year 2016 was a 53 week period. |
Revenue Recognition | Revenue Recognition: Revenue is recognized when products are received by our customers. We engage in promotional (sales incentives or trade spend) programs in the form of "off-invoice" deductions, billbacks, cooperative advertising and coupons with our customers. Costs associated with these programs are classified as a reduction of gross sales in the period in which the sale occurs. Promotional spending for continuing operations, primarily comprised of off-invoice deductions and billbacks |
Shipping and Handling costs | Shipping and Handling costs: Expenditures related to shipping our BEF Foods products to our customers are expensed when incurred. |
Cash Equivalents | come. Cash Equivalents: We consider all highly liquid instruments with a maturity of three months or less when purchased to be cash equivalents. |
Accounts Receivable | or April 29, 2016. Accounts Receivable: Accounts receivable represents amounts owed to us through our operating activities and are presented net of allowance for doubtful accounts and promotional incentives. Accounts receivable consist primarily of trade receivables from customer sales. We evaluate the collectability of our accounts receivable based on a combination of factors. In circumstances where we are aware of a specific customer’s inability to meet its financial obligations to us, we record a specific allowance for bad debts against amounts due to reduce the net recognized receivable to the amount we reasonably believe will be collected. In addition, we recognize allowances for bad debts based on the length of time receivables are past due with allowance percentages, based on our historical experiences, applied on a graduated scale relative to the age of the receivable amounts. If circumstances such as higher than expected bad debt experience or an unexpected material adverse change in a major customer’s ability to meet its financial obligations to us were to occur, the recoverability of amounts due to us could change by a material amount. |
Concentration of Credit Risk | mers. Concentration of Credit Risk: We maintain cash depository accounts with major banks. Accounts receivable can be potentially exposed to a concentration of credit risk with customers or in particular industries. In fiscal 2017 sales to Wal-mart comprised approximately 20% of net sales from continuing operations while sales to Kroger comprised approximately 14% of net sales from continuing operations. Reserves for credit losses have historically been within our expectations. |
Notes Receivable | Notes Receivable: As a result of the sale of Mimi’s Café to Le Duff, we received a promissory note ("the Note") for $30,000. The Note had an annual interest rate of 1.5%, a term of seven years and a full principal and interest payment date of February 2020. Partial prepayments were required prior to maturity if the buyer reached certain levels of EBITDA during specified periods. No partial prepayments were received on this Note. The Note was originally valued using a discounted cash flow model and we recognized accretion income of $1,133, $2,082 and $1,859 in fiscal years 2017, 2016 and 2015, respectively |
Inventories | Inventories: Our inventories are determined on an average cost method which approximates a first in, first out basis due to the perishable nature of our inventory. |
Property, Plant and Equipment | Property, Plant and Equipment: Property, plant and equipment is recorded at cost less accumulated depreciation. The straight-line depreciation method is used for all capitalized assets. Depreciation is calculated at rates adequate to amortize costs over the estimated useful lives of buildings and improvements (5 to 25 years) and machinery and equipment (3 to 10 years). Improvements to leased properties are depreciated over the shorter of their useful lives or the initial lease terms. Total depreciation expense from continuing operations was $23,875, $20,887 and $18,207 and in fiscal years 2017, 2016 and 2015, respectively. We capitalized internal labor costs of $605, $1,557 and $2,118 in fiscal years 2017, 2016 and 2015, respectively, primarily associated with the first and second phases of our ERP implementation and other IT projects. The first phase of our ERP system was put in service in the first quarter of fiscal 2016, and has an expected useful life of ten years. The second phase of our ERP system was put in service in the second quarter of fiscal year 2017 and also has an expected useful life of 10 years. We evaluate property, plant and equipment held and used in the business for impairment whenever events or changes circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. Impairment is determined by comparing the estimated fair value for the asset group to the carrying amount of its assets. If impairment exists, the amount of impairment is measured as the excess of the carrying amount over the estimated fair values of the assets. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets: Goodwill and other intangible assets, which primarily represents the cost in excess of fair market value of net assets acquired, were $19,673 and $19,829 as of April 28, 2017, and April 29, 2016, respectively. The majority of our goodwill was acquired as part of our fiscal 2013 acquisition of Kettle Creations. Additionally, as part of this acquisition we obtained a non-compete agreement with certain executives of the former company. The Kettle Creations non-compete agreement is amortized on a straight-line basis over its estimated economic life of five years. Goodwill and intangible assets with indefinite lives are not amortized, but rather are tested for impairment during the fourth quarter each year or on a more frequent basis when indicators of impairment exist. Goodwill and indefinite lived intangible asset impairment testing involves a comparison of the estimated fair value of reporting units to the respective carrying amount. If the estimated fair value exceeds the carrying amount, then no impairment exists. If the carrying amount exceeds the estimated fair value, then a second step is performed to determine the amount of impairment, if any. We perform our impairment test using a combination of income-based and market-based approaches. The income based approach indicates the fair value of an asset or business based on the cash flows it can be expected to generate over its remaining useful life. Under the market-based approach, fair value is determined by comparing our reporting units to similar businesses or guideline companies whose securities are actively traded in public markets. |
Accrued Non-Income Taxes | Accrued Non-Income Taxes: Accrued non-income taxes primarily represent obligations for real estate and personal property taxes. |
Self-Insurance Reserves | Self-Insurance Reserves: We record estimates for certain health, workers’ compensation and general liability insurance costs that are self-insured programs. Self-insurance reserves include actuarial estimates of both claims filed, carried at their expected ultimate settlement value, and claims incurred but not yet reported. Our liability represents an estimate of the ultimate cost of claims incurred as of the fiscal year end balance sheet date. |
Advertising Costs | Advertising Costs: Media advertising is expensed at the time the media first airs. We expense all other advertising costs as incurred. Advertising expense from continuing operations was $9,006, $6,658 and $3,607 in fiscal years 2017, 2016 and 2015, respectively. Advertising costs are classified in other operating expenses in the Consolidated Statements of Net I |
Cost of Sales | Cost of Sales: Cost of sales represents primarily the cost of materials. Cost of sales excludes depreciation expense, which is recorded in the depreciation and amortization expense line on the Consolidated Statements of Net Income. |
Comprehensive Income | Comprehensive Income: Comprehensive income is the same as reported net income as we have no other comprehensive income. |
Earnings Per Share | Earnings Per Share: Our basic earnings per share ("EPS") computation is based on the weighted-average number of shares of common stock outstanding during the period presented. Our diluted EPS calculation reflects the assumed vesting of restricted shares and market-based performance shares, the exercise and conversion of outstanding employee stock options and the settlement of share-based obligations recorded as liabilities on the Consolidated Balance Sheets (see Note 6 for more information), net of the impact of antidilutive shares. |
Dividends | Dividends: In fiscal 2017, we paid four quarterly dividends, each equal to $0.34 per share on our outstanding common stock. Individuals that hold awards for unvested and outstanding restricted stock units, market-based performance share units and outstanding deferred stock awards are entitled to receive dividend equivalent rights equal to the per-share cash dividends paid on outstanding units. Dividend equivalent rights are forfeitable until the underlying share units from which they were derived vest. Share-based dividend equivalents are recorded as a reduction to retained earnings, with an offsetting increase to capital in excess of par value. |
Leases | Leases: In fiscal 2016, we entered into sale leaseback transactions for two of our production facilities. The transaction included 20-year initial lease terms for each facility, with two 10-year additional renewal periods exercisable at our option, 2% annual rent increases and payment and performance guaranties. A gain of $2,305 on the sale of our Lima, Ohio, facility was deferred and is being recognized on a straight-line basis over the initial term of the lease. Rent expense is recorded on a straight-line basis. Our straight-line rent calculation does not include an assumption of lease renewal periods. We record the difference between the amount charged to expense and the rent paid as deferred rent in the Consolidated Balance Sheets. |
Income Taxes | Income Taxes: We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We recognize deferred tax assets to the extent that we believe these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. We record uncertain tax positions in accordance with the Income Taxes Topic of the Financial Accounting Standards Board ("FASB ") ASC 740 on the basis of a two-step process whereby (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying Consolidated Statement of Net Income. Accrued interest and penalties are included within the related tax liability line in the Consolidated Balance Sheets. |
Commitments and Contingencies | Commitments and Contingencies: We occasionally use purchase commitment contracts to stabilize the potentially volatile pricing associated with certain commodity items. We are self-insured for most casualty losses and employee health care claims up to certain stop-loss limits per claim. We have accounted for liabilities for casualty losses, including both reported claims and incurred but not reported claims, based on information provided by independent actuaries. We have estimated our employee health care claims liability through a review of incurred and paid claims history. The Company retained liabilities for health insurance and general liability claims associated with the Restaurants Business that were incurred prior to the closing of the Restaurants Transaction. We do not believe that our calculation of casualty losses and employee health-care claims liabilities would change materially under different conditions and/or different methods. However, due to the inherent volatility of actuarially determined casualty losses and employee health care claims, it is reasonably possible that we could experience changes in estimated losses, which could be material to net income. We are from time to time involved in ordinary and routine litigation, typically involving claims from customers, employees and others related to operational issues common to the food manufacturing industry. Management believes that the ultimate outcome of these proceedings, individually or in the aggregate, will not have a material adverse effect on our financial position, cash flows or results of operations. See Note 8 for further information. As part of the Restaurants Transaction, the Company and BEF Foods, Inc. continue to guarantee certain payment and performance obligations associated with Bob Evans Restaurants leases associated with the sale leaseback transaction that occurred in the fourth quarter of fiscal 2016. See Note 2 for additional information. |
New Accounting Pronouncements | New Accounting Pronouncements: In the normal course of business, management evaluates all new accounting pronouncements issued by the FASB, the Securities and Exchange Commission (“SEC”), the Emerging Issues Task Force, the American Institute of Certified Public Accountants or any other authoritative accounting body to determine the potential impact they may have on the Company’s consolidated financial statements. The pronouncements below were either adopted by the Company in fiscal 2017 or will be effective for the Company in future years. In May 2014, the FASB and the International Accounting Standards Board ("IASB") issued new joint guidance surrounding revenue recognition. Under US GAAP, this guidance is being introduced to the ASC as Topic 606, Revenue from Contracts with Customers ("Topic 606"), by Accounting Standards Update No. 2014-09. The new standard supersedes a majority of existing revenue recognition guidance under US GAAP, and requires companies to recognize revenue when it transfers goods or services to a customer in an amount that reflects the consideration to which a company expects to be entitled. Companies may need to use more judgment and make more estimates while recognizing revenue, which could result in additional disclosures to the financial statements. Topic 606 allows for either a "full retrospective" adoption or a "modified retrospective" adoption. The standard will become effective for us in fiscal 2019. We are in the process of implementing the new standard, focusing on promotional arrangements with customers. We do not believe the implementation will be material to our current or historical financial statements. We are in the process of developing additional controls to ensure proper oversight of new customer relationships and promotional activity, as well as to ensure we meet all of the disclosure requirements associated with the new standard. We have not yet concluded which transition method we will elect, but anticipate we will use the modified retrospective approach. In August 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-15, Presentation of Financial Statements - Going Concern to provide guidance about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern. The guidance requires management to assess whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity's ability to continue as a going concern within one year after the date that the financial statements are issued. When management identifies such conditions or events, a footnote disclosure is required to disclose their nature, as well as management's plans to alleviate the substantial doubt to continue as a going concern. The standard became effective for our fiscal year end 2017 and did not have an impact on the consolidated financial statements. In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory. ASU 2015-11 simplifies the subsequent measurement of inventory by replacing today's lower of cost or market test with a lower of cost or net realizable test, which is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The standard will become effective for us in fiscal 2018. We do not expect this update to have a material impact on the consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases. This guidance requires companies to put most leases on their balance sheets but recognize expenses on their income statements in a manner similar to today’s accounting. The new standard also will result in enhanced quantitative and qualitative disclosures, including significant judgments made by management, to provide greater insight into the extent of revenue and expense recognized and expected to be recognized from existing leases. The standard requires modified retrospective adoption and will become effective beginning in fiscal 2020, with early adoption permitted. We are currently evaluating this standard, including the timing of adoption and the related impact on our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Compensation Accounting. ASU 2016-09 requires that excess tax benefits are recorded on the income statement as opposed to additional paid-in-capital, and treated as an operating activity on the statement of cash flows. ASU 2016-09 also allows companies to make an accounting policy election to either estimate the number of awards that are expected to vest (current U.S. GAAP) or account for forfeitures when they occur. ASU 2016-09 further requires cash paid by an employer when directly withholding shares for tax-withholding purposes to be classified as a financing activity on the statement of cash flows. The standard will become effective for us in fiscal 2018. We are currently evaluating the impact this standard will have on our consolidated financial statements. In June 2016, FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses. ASU 2016-13 introduces an approach based on expected losses to estimate credit losses on certain types of financial instruments. It also modifies the impairment model for available-for-sale (AFS) debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination. The standard will become effective for us in our fiscal 2021. We do not expect this standard to have a material impact on the consolidated financial statements. In August 2016, FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The guidance is to be applied using a retrospective transition method to each period presented. This standard will become effective for us in our fiscal 2019. We are currently evaluating the impact this standard will have on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment." ASU 2017-04 simplifies the accounting for goodwill impairments by eliminating Step 2 from the goodwill impairment test. Under the previous guidance an impairment of goodwill exists when the carrying amount of goodwill exceeds its implied fair value, whereas under the new guidance a goodwill impairment loss would be recognized if the carrying amount of the reporting unit exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. The ASU is effective for annual and any interim impairment tests for periods beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We are currently evaluating the impact this standard will have on our consolidated financial statements. |
Summary of Significant Accounting Policies (Tables) |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Other Accrued Expenses | Other accrued expenses consisted of the following:
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Schedule of Weighted Average Number of Shares | The denominator is based on the following weighted-average shares outstanding:
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Schedule of Dividends | Refer to table below:
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Schedule of Minimum Lease Payments | Refer to the following table for expected future minimum lease payments, which excludes the impact of any available renewal periods:
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Discontinued Operations (Tables) |
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Discontinued Operations and Disposal Groups [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Discontinued Operations and Assets Held for Sale | See the table below for a reconciliation of the gain recorded on the sale of our Restaurants Business:
(1) The proceeds received from the Restaurants Transaction are net of certain costs paid at closing, including transfer taxes and title insurance, and other working capital adjustments outlined in the BER Sale Agreement. (2) Costs directly incurred as a result of the sale of our Restaurants Business, including investment bank fees, legal fees, professional fees and other administrative costs. Results associated with the Restaurants Business are classified as income from discontinued operations, net of income taxes, in our Consolidated Statements of Net Income. Prior year results have been adjusted to conform with the current presentation. Income from discontinued operations is comprised of the following:
Proceeds from the sale of the Restaurants Business have been presented in the Consolidated Statements of Cash Flow under investing activities for fiscal year 2017. Total operating and investing cash flows of discontinued operations for fiscal years 2017, 2016 and 2015 are comprised of the following:
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Long-Term Debt and Credit Arrangements (Tables) |
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Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Long-term Debt | Refer to the table below for outstanding borrowings as of April 28, 2017, and April 29, 2016, respectively:
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Schedule of Net Interest Expense | Net interest expense from continuing operations in fiscal years 2017, 2016 and 2015 was comprised of the following:
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Income Taxes (Tables) |
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Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred Tax Assets and Liabilities | Significant components of our deferred tax liabilities and assets as of April 28, 2017, and April 29, 2016, were as follows:
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Provision (Benefit) for Income Taxes | Significant components of the provision (benefit) for income taxes are as follows:
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Effective Income Tax Rate Reconciliation | Our provision for income taxes differs from the amounts computed by applying the federal statutory rate due to the following:
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Unrecognized Tax Benefits Reconciliation | The following table summarizes activity of the total amounts of unrecognized tax benefits:
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Restructuring and Severance Charges (Tables) |
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Restructuring and Related Activities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Restructuring and Related Costs | See the table below for additional information.
(1) Restructuring charges of $2,090, $972 and $3,236 were recorded in continuing operations in fiscal years 2017, 2016 and 2015, respectively, in the S,G&A line of the Consolidated Statements of Net Income. The remaining charges were recorded in the results of discontinued operations. |
Share-Based Compensation Plans (Tables) |
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Stock Options Activity | The following table summarizes option-related activity for fiscal 2017:
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Restricted Stock Units and Awards Activity | A summary of the status of our non-vested restricted stock awards and restricted stock units as of April 28, 2017, and changes during fiscal 2017 is presented below:
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Performance Share Units | Performance Share Units
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Performance Share Awards Valuation Assumptions | The weighted-average assumptions used for PSUs in the Monte Carlo simulation during fiscal 2017 were as follows:
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Other Compensation Plans (Tables) |
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Schedule of Deferred Compensation Liabilities | Our deferred compensation liabilities as of April 28, 2017 and April 29, 2016, consisted of the following:
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Quarterly Financial Data (Unaudited) (Tables) |
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Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Quarterly Financial Information | Summarized unaudited quarterly financial results for Fiscal 2017 and Fiscal 2016 follows (in thousands, except per share amounts):
|
Summary of Significant Accounting Policies Narrative (Details) |
3 Months Ended | 12 Months Ended | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jan. 24, 2017
segment
|
Jan. 23, 2017
segment
|
Apr. 28, 2017
USD ($)
$ / shares
|
Jan. 27, 2017
USD ($)
$ / shares
|
Oct. 28, 2016
$ / shares
|
Jul. 29, 2016
$ / shares
|
Apr. 29, 2016
USD ($)
facility
$ / shares
|
Jan. 22, 2016
$ / shares
|
Oct. 23, 2015
$ / shares
|
Jul. 24, 2015
$ / shares
|
Apr. 28, 2017
USD ($)
$ / shares
shares
|
Apr. 29, 2016
USD ($)
facility
lease_renewal
$ / shares
shares
|
Apr. 24, 2015
USD ($)
$ / shares
shares
|
|
Property, Plant and Equipment [Line Items] | |||||||||||||
Number of reporting segments | segment | 1 | 2 | |||||||||||
Promotional expenses | $ 84,748,000 | $ 79,302,000 | $ 56,618,000 | ||||||||||
Allowance for doubtful accounts | $ 269,000 | $ 421,000 | 269,000 | 421,000 | |||||||||
Accounts receivable reduction | 8,055,000 | 4,916,000 | |||||||||||
Accretion income | 1,133,000 | 2,082,000 | 1,859,000 | ||||||||||
Inventory raw materials and supplies | 6,037,000 | 5,911,000 | 6,037,000 | 5,911,000 | |||||||||
Inventory finished goods | 11,173,000 | 11,182,000 | 11,173,000 | 11,182,000 | |||||||||
Depreciation | 23,875,000 | 20,887,000 | 18,207,000 | ||||||||||
Current assets held for sale | 3,334,000 | 48,707,000 | 3,334,000 | 48,707,000 | |||||||||
Goodwill and other intangible assets | 19,673,000 | 19,829,000 | 19,673,000 | 19,829,000 | |||||||||
Accrued non-income taxes | 3,353,000 | 890,000 | 3,353,000 | 890,000 | |||||||||
Self-insurance reserves | $ 10,692,000 | $ 11,288,000 | 10,692,000 | 11,288,000 | |||||||||
Advertising expense | $ 9,006,000 | $ 6,658,000 | $ 3,607,000 | ||||||||||
Stock options to purchase | shares | 215,889 | 207,538 | 124,766 | ||||||||||
Cash dividends per share (in dollars per share) | $ / shares | $ 0.34 | $ 0.34 | $ 0.34 | $ 0.34 | $ 0.34 | $ 0.34 | $ 0.31 | $ 0.31 | $ 1.36 | $ 1.30 | $ 1.24 | ||
Number of restaurants sold | facility | 2 | 2 | |||||||||||
Term of leaseback | 20 years | ||||||||||||
Number of renewal options | lease_renewal | 2 | ||||||||||||
Renewal term | 10 years | ||||||||||||
Annual rent escalator (as a percent) | 2.00% | ||||||||||||
Deferred gain on sale leaseback transactions | $ 2,192,000 | $ 2,432,000 | $ 2,192,000 | $ 2,432,000 | |||||||||
Rental expense from continuing operations | $ 4,117,000 | 2,202,000 | |||||||||||
BEF Foods Noncompetition Agreements | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Estimated economic life | 5 years | ||||||||||||
Building and Improvements | Minimum | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Estimated useful life | 5 years | ||||||||||||
Building and Improvements | Maximum | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Estimated useful life | 25 years | ||||||||||||
Machinery and Equipment | Minimum | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Estimated useful life | 3 years | ||||||||||||
Machinery and Equipment | Maximum | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Estimated useful life | 10 years | ||||||||||||
Capitalized Internal Labor Costs | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Depreciation | $ 605,000 | 1,557,000 | $ 2,118,000 | ||||||||||
ERP System | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Estimated useful life | 10 years | 10 years | |||||||||||
Mimi's Café | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Sale note receivable | $ 30,000,000 | ||||||||||||
Sale interest rate | 1.50% | ||||||||||||
Sale note receivable term | 7 years | ||||||||||||
Receipt of payment on note receivable | $ 7,000,000 | ||||||||||||
Impairments | $ 15,256,000 | ||||||||||||
Discontinued Operations, Held-for-sale | Former Production Facility, Richardson Texas | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Current assets held for sale | $ 3,334,000 | 3,334,000 | $ 3,334,000 | 3,334,000 | |||||||||
Other Operating Expenses | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Shipping and handling costs | 16,125,000 | 14,850,000 | 17,025,000 | ||||||||||
Interest Income | Mimi's Café | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Accretion income | $ 1,133,000 | 2,082,000 | $ 1,859,000 | ||||||||||
Total revenue | Customer Concentration Risk | Wal-mart | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Percent of total revenue | 20.00% | ||||||||||||
Total revenue | Customer Concentration Risk | Kroger | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Percent of total revenue | 14.00% | ||||||||||||
Lima Facility | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Deferred gain on sale leaseback transactions | $ 2,305,000 | $ 2,305,000 |
Summary of Significant Accounting Policies Schedule of Other Accrued Expenses (Details) - USD ($) $ in Thousands |
Apr. 28, 2017 |
Apr. 29, 2016 |
---|---|---|
Accounting Policies [Abstract] | ||
Legal and professional fees | $ 10,807 | $ 4,119 |
Accrued customer incentives | 1,912 | 1,872 |
Accrued broker fees | 945 | 957 |
Accrued advertising | 515 | 727 |
Accrued utilities | 492 | 449 |
Accrued interest | 16 | 541 |
Other | 3,218 | 4,949 |
Total other accrued expenses | $ 17,905 | $ 13,614 |
Summary of Significant Accounting Policies Schedule of Weighted Average Number of Shares (Details) - shares shares in Thousands |
12 Months Ended | ||
---|---|---|---|
Apr. 28, 2017 |
Apr. 29, 2016 |
Apr. 24, 2015 |
|
Accounting Policies [Abstract] | |||
Basic (in shares) | 19,839 | 21,336 | 23,489 |
Dilutive shares (in shares) | 293 | 158 | 160 |
Diluted (in shares) | 20,132 | 21,494 | 23,649 |
Summary of Significant Accounting Policies Schedule of Dividends (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Apr. 28, 2017 |
Apr. 29, 2016 |
Apr. 24, 2015 |
|
Accounting Policies [Abstract] | |||
Cash dividends paid to common stock holders | $ 26,915 | $ 27,861 | |
Dividend Equivalent Rights | 560 | 400 | |
Total dividends | $ 27,475 | $ 28,261 | $ 29,426 |
Summary of Significant Accounting Policies Schedule of Minimum Lease Payments (Details) $ in Thousands |
Apr. 28, 2017
USD ($)
|
---|---|
Accounting Policies [Abstract] | |
Future payments for operating leases, 2018 | $ 3,586 |
Future payments for operating leases, 2019 | 3,657 |
Future payments for operating leases, 2020 | 3,731 |
Future payments for operating leases, 2021 | 3,805 |
Future payments for operating leases, 2022 | 3,881 |
Thereafter | $ 60,657 |
Discontinued Operations - Narrative (Details) $ in Thousands |
3 Months Ended | 12 Months Ended | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Apr. 28, 2017
USD ($)
|
Apr. 28, 2017
USD ($)
|
Jan. 27, 2017
USD ($)
|
Oct. 28, 2016
USD ($)
|
Jul. 29, 2016
USD ($)
|
Apr. 29, 2016
USD ($)
restaurant
|
Jan. 22, 2016
USD ($)
|
Oct. 23, 2015
USD ($)
|
Jul. 24, 2015
USD ($)
|
Apr. 28, 2017
USD ($)
|
Apr. 29, 2016
USD ($)
restaurant
|
Apr. 24, 2015
USD ($)
|
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Net Sales | $ 99,923 | $ 112,820 | $ 96,158 | $ 85,941 | $ 102,394 | $ 107,897 | $ 94,281 | $ 83,044 | $ 394,842 | $ 387,616 | $ 379,313 | |
Bob Evans Restaurants | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Proceeds from sale leaseback | $ 197,000 | |||||||||||
Number of restaurants sold | restaurant | 143 | 143 | ||||||||||
Intersegment Eliminations | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Net Sales | $ 22,056 | $ 18,769 | $ 19,304 | |||||||||
Restaurants Business | Discontinued Operations, Disposed of by Sale | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Disposal group, aggregate cash purchase price | $ 565,000 | |||||||||||
Ownership equity interest sold (as a percent) | 50.00% | |||||||||||
Supply agreement term | 5 years | |||||||||||
Supply agreement supplies provided (as a percent) | 100.00% | |||||||||||
Supplies agreement supplies provided last year (as a percent) | 25.00% | |||||||||||
Period of continued involvement after disposal | 18 months | |||||||||||
Employee severance and share based compensation | $ 10,818 | |||||||||||
Debt issuance amortization | 972 | |||||||||||
Liabilities retained after disposal | 7,408 | 7,408 | 7,408 | |||||||||
Current annual rent | $ 13,300 | $ 13,300 | $ 13,300 | |||||||||
Rent increase inflation index (as a percent) | 1.50% | |||||||||||
Lease term | 19 years |
Discontinued Operations - Discontinued Operations in Statements of Net Income (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Apr. 28, 2017 |
Apr. 29, 2016 |
Apr. 24, 2015 |
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
(Loss) Income from discontinued operations | $ 109,431 | $ 8,014 | $ 21,933 |
Restaurants Business | Discontinued Operations, Disposed of by Sale | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net Sales | 876,786 | 951,211 | 969,878 |
Cost of sales | 226,516 | 252,612 | 258,677 |
Operating wage and fringe benefit expenses | 359,959 | 384,959 | 381,822 |
Operating expenses | 172,717 | 169,673 | 168,610 |
Selling, general and administrative expenses | 62,025 | 73,873 | 69,916 |
Depreciation and amortization expense | 36,059 | 58,562 | 61,710 |
Impairments | 522 | 8,385 | 6,100 |
Operating (Loss) Income from discontinued operations | 18,988 | 3,147 | 23,043 |
Gain on sale of the Restaurants Business before income taxes | 150,167 | 0 | 0 |
Net interest expense | 2,203 | 373 | 0 |
(Loss) Income from discontinued operations before income taxes | 166,952 | 2,774 | 23,043 |
(Benefit) Provision for income taxes | 57,521 | (5,240) | 1,110 |
(Loss) Income from discontinued operations | $ 109,431 | $ 8,014 | $ 21,933 |
Discontinued Operations - Reconciliation of Gain on Discontinued Operation (Details) - Restaurants Business - Discontinued Operations, Disposed of by Sale - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Apr. 28, 2017 |
Apr. 29, 2016 |
Apr. 24, 2015 |
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net proceeds received from Restaurant Transaction | $ 539,301 | ||
Restaurants Business assets: | |||
Accounts receivable | 3,522 | ||
Inventory | 8,538 | ||
Property, plant and equipment | 480,663 | ||
Other assets | 5,693 | ||
Total Restaurants Business assets | 498,416 | ||
Restaurants Business liabilities: | |||
Accounts payable | 13,813 | ||
Accrued non income taxes | 11,587 | ||
Accrued wages and benefits | 8,794 | ||
Self-insurance reserves | 8,003 | ||
Accrued gift cards | 13,810 | ||
Accrued miscellaneous liabilities | 12,455 | ||
Deferred sale leaseback gain | 51,077 | ||
Other restaurant liabilities | 7,039 | ||
Total Restaurants Business Liabilities | 126,578 | ||
Other transaction costs incurred as part of the sale of the Restaurants Business (2) | 17,296 | ||
Gain on sale of the Restaurants Business before income taxes | $ 150,167 | $ 0 | $ 0 |
Discontinued Operations - Discontinued Operations Cash Flow Disclosures (Details) - Restaurants Business - Discontinued Operations, Disposed of by Sale - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Apr. 28, 2017 |
Apr. 29, 2016 |
Apr. 24, 2015 |
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net cash (used in) provided by operating activities | $ (35,807) | $ 72,645 | $ 123,401 |
Net cash provided by (used in) investing activities | $ 519,833 | $ 175,816 | $ (49,184) |
Long-Term Debt and Credit Arrangements Narrative (Details) |
12 Months Ended | ||
---|---|---|---|
Apr. 28, 2017
USD ($)
|
Apr. 29, 2016
USD ($)
|
Apr. 24, 2015
USD ($)
|
|
Debt Instrument [Line Items] | |||
Letters of credit outstanding, amount | $ 12,036,000 | ||
Interest costs incurred | 445,000 | $ 210,000 | $ 471,000 |
Interest paid | 9,718,000 | $ 10,579,000 | $ 10,399,000 |
Restaurants Business | Discontinued Operations, Disposed of by Sale | |||
Debt Instrument [Line Items] | |||
Debt issuance amortization | 972,000 | ||
Letters of credit outstanding, amount | 3,300,000 | ||
Standby Letters of Credit | |||
Debt Instrument [Line Items] | |||
Borrowings available | $ 11,736,000 | ||
Credit Agreement borrowings | |||
Debt Instrument [Line Items] | |||
Effective interest rate | 2.37% | ||
R&D Loan | |||
Debt Instrument [Line Items] | |||
Loans payable | $ 3,000,000 | ||
Debt instrument term (in years) | 10 years | ||
Unamortized debt issuance costs expensed | $ 2,005,000 | ||
Interest-free loan | |||
Debt Instrument [Line Items] | |||
Loans payable | $ 1,000,000 | ||
Credit Facility | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Debt instrument term (in years) | 5 years | ||
Financing costs incurred | $ 1,542,000 | ||
Credit facility | 300,000,000 | ||
Line of credit facility accordion feature higher borrowing capacity option | $ 400,000,000 | ||
Coverage ratio requirement | 3.00 | ||
Leverage ratio requirement | 3.50 | ||
Credit Facility | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Debt instrument, spread on variable rate (as a percent) | 1.50% | ||
Credit Facility | Revolving Credit Facility | Base Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument, spread on variable rate (as a percent) | 0.50% | ||
Credit Facility | Revolving Credit Facility | Eurodollar | |||
Debt Instrument [Line Items] | |||
Debt instrument, spread on variable rate (as a percent) | 100.00% | ||
Credit Facility | Revolving Credit Facility | Federal Funds Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument, spread on variable rate (as a percent) | 0.50% | ||
Credit Facility | Letter of Credit | |||
Debt Instrument [Line Items] | |||
Credit facility | $ 20,000,000 | ||
Credit Facility | Minimum | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Commitment fee (as a percent) | 0.20% | ||
Credit Facility | Minimum | Revolving Credit Facility | Base Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument, spread on variable rate (as a percent) | 0.25% | ||
Credit Facility | Minimum | Revolving Credit Facility | Eurodollar | |||
Debt Instrument [Line Items] | |||
Debt instrument, spread on variable rate (as a percent) | 1.25% | ||
Credit Facility | Maximum | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Commitment fee (as a percent) | 0.30% | ||
Credit Facility | Maximum | Revolving Credit Facility | Base Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument, spread on variable rate (as a percent) | 1.00% | ||
Credit Facility | Maximum | Revolving Credit Facility | Eurodollar | |||
Debt Instrument [Line Items] | |||
Debt instrument, spread on variable rate (as a percent) | 2.00% |
Long-Term Debt and Credit Arrangements Schedule of Long Term Debt (Details) - USD ($) $ in Thousands |
Apr. 28, 2017 |
Apr. 29, 2016 |
---|---|---|
Debt Instrument [Line Items] | ||
Total borrowings | $ 2,695 | $ 339,057 |
Less current portion | (428) | (3,419) |
Long term debt | 2,267 | 335,638 |
Credit Agreement borrowings | ||
Debt Instrument [Line Items] | ||
Total borrowings | 0 | 307,000 |
Mortgage Loan | ||
Debt Instrument [Line Items] | ||
Total borrowings | 0 | 28,963 |
R&D Loan | ||
Debt Instrument [Line Items] | ||
Total borrowings | 1,801 | 2,219 |
Interest-free loan | ||
Debt Instrument [Line Items] | ||
Total borrowings | $ 894 | $ 875 |
Long-Term Debt and Credit Arrangements Schedule of Net Interest Expense (Details) - USD ($) |
12 Months Ended | ||
---|---|---|---|
Apr. 28, 2017 |
Apr. 29, 2016 |
Apr. 24, 2015 |
|
Debt Instrument [Line Items] | |||
Capitalized interest | $ (445,000) | $ (210,000) | $ (471,000) |
Total Interest Expense on outstanding borrowings | 10,585,000 | 12,977,000 | 11,079,000 |
Accretion on note receivable | (1,133,000) | (2,082,000) | (1,859,000) |
Other | (236,000) | (468,000) | (571,000) |
Total Interest Income | (1,369,000) | (2,550,000) | (2,430,000) |
Net Interest Expense | 9,216,000 | 10,427,000 | 8,649,000 |
Mimi's Café | |||
Debt Instrument [Line Items] | |||
Sale note receivable | 30,000,000 | ||
Variable-rate debt | |||
Debt Instrument [Line Items] | |||
Interest expense: debt | 7,817,000 | 10,925,000 | 10,373,000 |
Fixed-rate debt | |||
Debt Instrument [Line Items] | |||
Interest expense: debt | $ 3,213,000 | $ 2,262,000 | $ 1,177,000 |
Income Taxes Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands |
Apr. 28, 2017 |
Apr. 29, 2016 |
---|---|---|
Deferred tax assets: | ||
Self-insurance | $ 2,306 | $ 5,595 |
Stock and deferred compensation plans | 14,034 | 12,582 |
Deferred proceeds on Mimi’s Café sale | 0 | 3,564 |
Rebates, coupons and allowances | 2,683 | 1,067 |
Inventory | 2,234 | 2,605 |
Wage and related liabilities | 2,511 | 3,426 |
Deferred gain from sale leaseback | 769 | 22,306 |
Other | 2,392 | 7,619 |
Total deferred tax assets before valuation allowances | 26,929 | 58,764 |
Valuation allowance | (238) | (246) |
Net deferred tax assets | 26,691 | 58,518 |
Deferred tax liabilities: | ||
Property, plant and equipment | 19,988 | 28,111 |
Intangibles | 1,217 | 747 |
Other | 405 | 658 |
Total deferred tax liabilities | 21,610 | 29,516 |
Net deferred tax assets (liabilities) | $ 5,081 | $ 29,002 |
Income Taxes Narrative (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Apr. 28, 2017 |
Apr. 29, 2016 |
Apr. 24, 2015 |
|
Income Tax Contingency [Line Items] | |||
Valuation allowance | $ 238 | $ 246 | |
Taxes paid | 23,743 | 7,739 | $ 10,543 |
Unrecognized tax benefits that would impact effective tax rate | 4,012 | 4,720 | 4,939 |
Income tax penalties and interest expense | 422 | 50 | $ 166 |
Accrued interest and penalties related unrecognized tax benefits | 368 | $ 790 | |
Minimum | |||
Income Tax Contingency [Line Items] | |||
Reasonable decrease in unrecognized tax benefits | 73 | ||
Maximum | |||
Income Tax Contingency [Line Items] | |||
Reasonable decrease in unrecognized tax benefits | 1,554 | ||
State Tax Authority | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | $ 568 |
Income Taxes Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Apr. 28, 2017 |
Apr. 29, 2016 |
Apr. 24, 2015 |
|
Current: | |||
Federal | $ (3,647) | $ 3,714 | $ (5,679) |
State | (173) | 873 | (779) |
Total current | (3,820) | 4,587 | (6,458) |
Deferred: | |||
Federal | 8,364 | 1,704 | (1,922) |
State | (670) | 148 | (246) |
Total deferred | 7,694 | 1,852 | (2,168) |
Total tax provision (benefit) | $ 3,874 | $ 6,439 | $ (8,626) |
Income Taxes Effective Income Tax Rate Reconciliation (Details) |
12 Months Ended | ||
---|---|---|---|
Apr. 28, 2017 |
Apr. 29, 2016 |
Apr. 24, 2015 |
|
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Statutory federal tax rate | 35.00% | 35.00% | 35.00% |
State and local income tax — net | 0.90% | 3.90% | 6.80% |
Domestic production activity deduction | (13.50%) | (11.70%) | 13.40% |
Fixed assets | 0.00% | 0.00% | 2.20% |
Officers life insurance | (2.50%) | 2.70% | 4.40% |
Other | (1.40%) | (1.50%) | (0.20%) |
Provision for income taxes | 18.50% | 28.40% | 61.60% |
Income Taxes Unrecognized Tax Benefits Reconciliation (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Apr. 28, 2017 |
Apr. 29, 2016 |
Apr. 24, 2015 |
|
Reconciliation of Unrecognized Tax Benefits [Roll Forward] | |||
Balance at beginning of fiscal year | $ 4,983 | $ 5,202 | $ 5,952 |
Additions based on tax positions related to the current year | (23) | 306 | 63 |
Additions for tax positions of prior years | 308 | 149 | 551 |
Reductions for tax positions of prior years | (227) | (188) | (284) |
Reductions due to settlements with taxing authorities | (126) | (113) | (672) |
Reductions due to statute of limitations expiration | (903) | (373) | (408) |
Balance at end of fiscal year | $ 4,012 | $ 4,983 | $ 5,202 |
Restructuring and Severance Charges Narrative (Details) - USD ($) $ in Thousands |
12 Months Ended | |||
---|---|---|---|---|
Apr. 28, 2017 |
Apr. 29, 2016 |
Apr. 24, 2015 |
Apr. 25, 2014 |
|
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and severance charges incurred | $ 6,662 | $ 2,606 | $ 4,340 | |
Corporate severance liabilities | 2,800 | $ 2,698 | $ 3,626 | $ 1,227 |
Employee Severance | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and severance charges incurred | $ 6,662 |
Restructuring and Severance Charges Schedule of Restructuring and Related Costs (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Apr. 28, 2017 |
Apr. 29, 2016 |
Apr. 24, 2015 |
|
Restructuring Reserve [RollForward] | |||
Beginning balance | $ 2,698 | $ 3,626 | $ 1,227 |
Restructuring and related severance charges incurred | 6,662 | 2,606 | 4,340 |
Amounts paid | (5,632) | (3,105) | (1,849) |
Adjustments | (928) | (429) | (92) |
Ending balance | 2,800 | 2,698 | 3,626 |
Selling, General and Administrative Expenses | |||
Restructuring Reserve [RollForward] | |||
Restructuring and related severance charges incurred | $ 2,090 | $ 972 | $ 3,236 |
Share-Based Compensation Plans Narrative (Details) - USD ($) $ in Thousands, shares in Millions |
3 Months Ended | 12 Months Ended | ||
---|---|---|---|---|
Jul. 29, 2016 |
Apr. 28, 2017 |
Apr. 29, 2016 |
Apr. 24, 2015 |
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation expense | $ 7,269 | $ 2,958 | $ 1,600 | |
Tax benefit recognized | 2,762 | 1,124 | 608 | |
Total intrinsic value of options | 333 | 195 | 567 | |
Cash received from exercise of stock options | 518 | 214 | 534 | |
Excess tax benefits | (499) | 1,661 | 228 | |
Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost | $ 291 | |||
Restricted Stock Units | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average period | 4 months | |||
Performance Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost | $ 0 | |||
Total fair value of awards | 4,844 | |||
Total fair value of vested awards | 7,634 | |||
Employee Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost | 0 | |||
Restricted Stock Awards and Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total fair value of awards | 3,841 | 6,092 | 4,649 | |
Total fair value of vested awards | $ 9,221 | $ 5,601 | $ 10,136 | |
2010 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation, expiration period | 10 years | |||
Number of shares available for grant (in shares) | 2.9 | |||
2010 Plan | Employee | Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
2010 Plan | Employee | Performance Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | 3 years | ||
2010 Plan | Non-Employee Directors | Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year |
Share-Based Compensation Plans Stock Options Activity (Details) $ / shares in Units, $ in Thousands |
12 Months Ended |
---|---|
Apr. 28, 2017
USD ($)
$ / shares
shares
| |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Number of options outstanding, beginning (in shares) | shares | 38,040 |
Granted (in shares) | shares | 0 |
Exercised (in shares) | shares | (15,150) |
Forfeited or expired (in shares) | shares | 0 |
Number of options outstanding, ending (in shares) | shares | 22,890 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Outstanding option value, beginning (in dollars per share) | $ / shares | $ 33.26 |
Granted (in dollars per share) | $ / shares | 0.00 |
Exercised (in dollars per share) | $ / shares | 34.16 |
Forfeited or expired (in dollars per share) | $ / shares | 0.00 |
Outstanding option value, ending (in dollars per share) | $ / shares | $ 32.67 |
Options exercisable (in shares) | shares | 22,890 |
Options exercisable, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 32.37 |
Weighted- Average Remaining Contractual Term | 1 year 7 months 2 days |
Options exercisable, Weighted-Average Remaining Contractual Term | 1 year 7 months 2 days |
Aggregate Intrinsic Value | $ | $ 780 |
Options exercisable, Aggregate Intrinsic Value | $ | $ 780 |
Share-Based Compensation Plans Restricted Stock Units and Awards Activity (Details) |
12 Months Ended |
---|---|
Apr. 28, 2017
$ / shares
shares
| |
Restricted Stock Awards | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Nonvested, beginning balance (in shares) | shares | 89,655 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | (85,222) |
Forfeited (in shares) | shares | (4,433) |
Nonvested, ending balance (in shares) | shares | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Non-vested, beginning (in dollars per share) | $ / shares | $ 40.93 |
Granted (in dollars per share) | $ / shares | 0.00 |
Vested (in dollars per share) | $ / shares | 41.25 |
Forfeited (in dollars per share) | $ / shares | 34.74 |
Non-vested, ending (in dollars per share) | $ / shares | $ 0.00 |
Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Nonvested, beginning balance (in shares) | shares | 145,118 |
Granted (in shares) | shares | 97,862 |
Vested (in shares) | shares | (211,743) |
Forfeited (in shares) | shares | (7,418) |
Nonvested, ending balance (in shares) | shares | 23,819 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Non-vested, beginning (in dollars per share) | $ / shares | $ 45.51 |
Granted (in dollars per share) | $ / shares | 39.25 |
Vested (in dollars per share) | $ / shares | 43.55 |
Forfeited (in dollars per share) | $ / shares | 43.33 |
Non-vested, ending (in dollars per share) | $ / shares | $ 37.91 |
Share-Based Compensation Plans Performance Share Units (Details) - Performance Shares |
12 Months Ended |
---|---|
Apr. 28, 2017
$ / shares
shares
| |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Nonvested, beginning balance (in shares) | shares | 61,746 |
Granted (in shares) | shares | 142,124 |
Vested (in shares) | shares | (189,959) |
Forfeited (in shares) | shares | (13,911) |
Nonvested, ending balance (in shares) | shares | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Non-vested, beginning (in dollars per share) | $ / shares | $ 54.76 |
Granted (in dollars per share) | $ / shares | 34.08 |
Vested (in dollars per share) | $ / shares | 40.19 |
Forfeited (in dollars per share) | $ / shares | 42.46 |
Non-vested, ending (in dollars per share) | $ / shares | $ 0.00 |
Share-Based Compensation Plans Performance Share Awards Valuation Assumptions (Details) - Performance Shares |
12 Months Ended |
---|---|
Apr. 28, 2017
$ / shares
| |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Grant date market price (in dollars per share) | $ 39.69 |
Granted (in dollars per share) | $ 34.08 |
Price volatility (as a percent) | 30.90% |
Risk-free interest rate (as a percent) | 0.92% |
Average volatility of peer companies (as a percent) | 0.362 |
Average correlation coefficient of peer companies | 0.774 |
Other Compensation Plans Narrative (Details) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Apr. 28, 2017
USD ($)
hour
plan
shares
|
Apr. 29, 2016
USD ($)
|
Apr. 24, 2015
USD ($)
|
|
Defined Benefit Plan Disclosure [Line Items] | |||
Minimum hours of service required for 401(k) eligibility (at least) | hour | 1,000 | ||
Employer match contribution | $ 1,426 | $ 988 | $ 946 |
Number of nonqualified deferred compensation plans | plan | 3 | ||
Deferred compensation obligation, shares | shares | 20,949 | ||
Rabbi trust assets | $ 22,353 | 20,662 | |
BEEDP and BEDDP Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Share based obligations | 1,398 | 673 | |
Expenses related to investments of employee deferrals | 1,031 | 1,162 | $ 1,236 |
Prepaid Expenses and Other Current Assets | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Short-term securities held in Rabbi Trust | $ 984 | $ 3,290 |
Other Compensation Plans Schedule of Deferred Compensation Liabilities (Details) - USD ($) $ in Thousands |
Apr. 28, 2017 |
Apr. 29, 2016 |
---|---|---|
Defined Benefit Plan Disclosure [Line Items] | ||
Other noncurrent compensation arrangements | $ 110 | $ 100 |
Total deferred compensation liabilities | 21,324 | 19,889 |
Less current portion | (4,047) | (2,128) |
Noncurrent deferred compensation liabilities | 17,277 | 17,761 |
SERP | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Deferred cash obligations | 5,830 | 6,271 |
BEEDP and BEDDP Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Deferred cash obligations | 13,986 | 12,845 |
Deferred liability for share-based obligations in BEEDP and BEDDP plans | $ 1,398 | $ 673 |
Commitments and Contingencies Narrative (Details) - Settled Litigation - Fair Labor Standards Act - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | |
---|---|---|---|
Apr. 29, 2016 |
Jul. 24, 2015 |
Apr. 24, 2015 |
|
Loss Contingencies [Line Items] | |||
Litigation charges | $ 10,500 | $ 6,000 | |
Favorable adjustment | $ 3,344 |
Goodwill and Other Intangible Assets (Details) - USD ($) |
12 Months Ended | ||
---|---|---|---|
Apr. 28, 2017 |
Apr. 29, 2016 |
Apr. 24, 2015 |
|
Goodwill [Line Items] | |||
Goodwill and other intangible assets | $ 19,673,000 | $ 19,829,000 | |
Impairment of goodwill | $ 0 | $ 0 | $ 0 |
BEF Foods | Noncompetition Agreements | |||
Goodwill [Line Items] | |||
Estimated economic life | 5 years |
Acquisitions (Details) - BEF Foods - Pineland Farms Potato Company, Inc |
Jan. 24, 2017
USD ($)
|
---|---|
Business Acquisition [Line Items] | |
Acquisition, cash payment | $ 115,000 |
Acquisition, additional cash as potential earn-out consideration | $ 25,000 |
Acquisition, consecutive performance period to achieve earn-out consideration | 12 months |
Acquisition, measurement period for earn-out consideration | 24 months |
Quarterly Financial Data (Unaudited) (Details) $ / shares in Units, $ in Thousands |
3 Months Ended | 12 Months Ended | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Apr. 28, 2017
USD ($)
$ / shares
|
Jan. 27, 2017
USD ($)
$ / shares
|
Oct. 28, 2016
USD ($)
$ / shares
|
Jul. 29, 2016
USD ($)
$ / shares
|
Apr. 29, 2016
USD ($)
$ / shares
|
Jan. 22, 2016
USD ($)
$ / shares
|
Oct. 23, 2015
USD ($)
$ / shares
|
Jul. 24, 2015
USD ($)
$ / shares
|
Apr. 28, 2017
USD ($)
$ / shares
|
Apr. 29, 2016
USD ($)
$ / shares
|
Apr. 24, 2015
USD ($)
$ / shares
|
Jun. 09, 2017
stockholder
|
|
Subsequent Event [Line Items] | ||||||||||||
Net Sales from Continuing Operations | $ | $ 99,923 | $ 112,820 | $ 96,158 | $ 85,941 | $ 102,394 | $ 107,897 | $ 94,281 | $ 83,044 | $ 394,842 | $ 387,616 | $ 379,313 | |
Operating Income (Loss) from Continuing Operations | $ | 9,508 | 17,121 | (4,768) | 8,265 | 10,334 | 11,424 | 5,330 | 5,986 | 30,126 | 33,074 | (5,357) | |
Net Income (Loss) from Continuing Operations | $ | 6,757 | 9,838 | (4,857) | 5,298 | 5,932 | 6,416 | 1,278 | 2,582 | $ 126,467 | $ 24,222 | $ 16,553 | |
Income from Discontinued Operations, Net of Income Taxes | $ | $ 102,110 | $ (1,617) | $ 5,074 | $ 3,864 | $ (5,351) | $ 6,515 | $ 5,152 | $ 1,698 | ||||
Earnings Per Share - Net Income | ||||||||||||
Basic (in dollars per share) | $ 5.47 | $ 0.41 | $ 0.01 | $ 0.46 | $ 0.03 | $ 0.62 | $ 0.29 | $ 0.19 | $ 6.37 | $ 1.14 | $ 0.70 | |
Diluted (in dollars per share) | 5.39 | 0.41 | 0.01 | 0.46 | 0.03 | 0.62 | 0.29 | 0.19 | 6.28 | 1.13 | 0.70 | |
Common stock sale prices - High (in dollars per share) | 67.25 | 57.94 | 41.09 | 46.83 | 48.14 | 44.34 | 49.92 | 51.88 | ||||
Common stock sale prices - Low (in dollars per share) | 55.49 | 40.05 | 35.90 | 35.67 | 38.92 | 37.51 | 42.51 | 43.02 | ||||
Cash dividends paid (in dollars per share) | $ 0.34 | $ 0.34 | $ 0.34 | $ 0.34 | $ 0.34 | $ 0.34 | $ 0.31 | $ 0.31 | $ 1.36 | $ 1.30 | $ 1.24 | |
Subsequent Event | ||||||||||||
Earnings Per Share - Net Income | ||||||||||||
Number of registered stockholders of common stock | stockholder | 14,648 |
Subsequent Events (Details) - Subsequent Event $ / shares in Units, $ in Thousands, lb in Millions |
May 31, 2017
$ / shares
|
May 01, 2017
USD ($)
lb
$ / shares
|
---|---|---|
Subsequent Event [Line Items] | ||
Quarterly cash dividend (in dollars per share) | $ / shares | $ 0.34 | $ 7.50 |
Pineland Farms Potato Company, Inc | ||
Subsequent Event [Line Items] | ||
Acquisition, cash payment | $ 115,000 | |
Potential earn out consideration | $ 25,000 | |
Acquisition, consecutive performance period to achieve earn-out consideration | 12 months | |
Acquisition, measurement period for earn-out consideration | 24 months | |
Facility processing capacity | lb | 180 |
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