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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 10-Q

Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934

 

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITES EXCHANGE ACT OF 1934
  For the quarterly period ended September 27, 2003
  OR
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the transition period from __________to_________
  Commission File Number 1-5039

WEIS MARKETS, INC.
(Exact name of registrant as specified in its charter)

 

PENNSYLVANIA
(State or other jurisdiction of incorporation or organization)
  24-0755415
(I.R.S. Employer Identification No.)
1000 S. Second Street
P. O. Box 471
Sunbury, Pennsylvania
(Address of principal executive offices)
 

17801-0471
(Zip Code)

 

Registrant's telephone number, including area code: (570) 286-4571         Registrant's web address: www.weismarkets.com

Not Applicable
(Former name, former address and former fiscal year, if changed since last report.)

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Common Stock, No Par Value                                                                               27,192,777 shares
                                                                                                                   (Outstanding at end of period)


 

Table of Contents

WEIS MARKETS, INC.

TABLE OF CONTENTS

 

 

  
FORM 10-Q Page
Part I. Financial Information  
  Item 1. Financial Statements  
    Consolidated Balance Sheets 1
    Consolidated Statements of Income 2
    Consolidated Statements of Cash Flows 3
    Notes to Consolidated Financial Statements 4
  Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 6
  Item 3. Quantitative and Qualitative Disclosures about Market Risk 10
  Item 4. Controls and Procedures 10
Part II. Other Information  
  Item 6. Exhibits and Reports on Form 8-K 11
Signatures 11
Exhibit 31.1 Rule 13a-14(a) Certification- CEO  
Exhibit 31.2 Rule 13a-14(a) Certification- CFO  
Exhibit 32 Certification Pursuant to 18 U.S.C. Section 1350  
   
         


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PART I - FINANCIAL INFORMATION
WEIS MARKETS, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)
(dollars in thousands)
 
    September 27, 2003     December 28, 2002  
Assets            
Current:            
  Cash $ 3,525   $ 3,929  
  Marketable securities   97,881     43,510  
  Accounts receivable, net   32,657     30,188  
  Inventories   167,209     182,832  
  Prepaid expenses   4,568     3,980  
  Deferred income taxes           3,591             ---       
            Total current assets       309,431         264,439  
Property and equipment, net   414,393     428,153  
Intangible and other assets         23,388           24,107  
  $     747,212   $     716,699  
Liabilities            
Current:            
  Accounts payable $ 99,727   $ 101,917  
  Accrued expenses   20,173     15,704  
  Accrued self-insurance   17,641     16,117  
  Payable to employee benefit plans   9,325     8,950  
  Income taxes payable   6,755     6,112  
  Deferred income taxes           ---                   702  
            Total current liabilities   153,621     149,502  
Deferred income taxes         23,305           14,765  
Shareholders' Equity            
  Common stock, no par value, 100,800,000 shares authorized,            
     32,986,937 and 32,986,337 shares issued, respectively   7,899     7,882  
  Retained earnings   696,422     678,294  
  Accumulated other comprehensive income            
    (Net of deferred taxes of $2,765 in 2003 and $2,939 in 2002)           3,899             4,145  
    708,220     690,321  
  Treasury stock at cost, 5,794,160 and 5,792,800 shares, respectively     (137,934 )      (137,889 )
            Total shareholders' equity       570,286         552,432  
  $     747,212   $     716,699  
See accompanying notes to consolidated financial statements.

Page 1 of 11 (Form 10-Q)

 


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WEIS MARKETS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
(dollars in thousands except per share amounts)
           
    Three Months Ended   Nine Months Ended  
    Sept. 27, 2003   Sept. 28, 2002   Sept. 27, 2003   Sept. 28, 2002  
Net sales $ 504,690 $ 495,891 $ 1,521,742 $ 1,492,179  
Cost of sales, including warehousing and distribution expenses        371,299        363,820     1,120,776     1,096,707  
    Gross profit on sales   133,391   132,071   400,966   395,472  
Operating, general and administrative expenses        120,180        114,625        349,162        339,132  
    Income from operations   13,211   17,446   51,804   56,340  
Investment income   303   211   919   661  
Other income   4,421   6,175   13,090   12,221  
Interest expense                (94 )              (55 )            (282 )            (319 )
    Income before provision for income taxes   17,841   23,777   65,531   68,903  
Provision for income taxes            6,977            8,931          25,105          25,727  
    Net income $        10,864 $        14,846 $        40,426 $        43,176  
Weighted-average shares outstanding   27,193,094   27,204,263   27,193,392   27,203,873  
Cash dividends per share $ 0.28 $ 0.27 $ 0.82 $ 0.81  
Basic and diluted earnings per share $ 0.40 $ 0.55 $ 1.49 $ 1.59  
See accompanying notes to consolidated financial statements.  


Page 2 of 11 (Form 10-Q)
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WEIS MARKETS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(dollars in thousands)
          Nine Months Ended  
  Sept. 27, 2003 Sept. 28, 2002  
Cash flows from operating activities:          
 Net income $ 40,426 $ 43,176  
 Adjustments to reconcile net income to net cash provided by operating activities:          
   Depreciation   29,791   30,924  
   Amortization   4,688   4,007  
   Loss on sale of fixed assets   (92 ) (2,548 )
   Changes in operating assets and liabilities:          
     Inventories   15,623   6,950  
     Accounts receivable and prepaid expenses   (3,057 ) (1,001 )
     Income taxes recoverable   ---         3,395  
     Accounts payable and other liabilities   4,178   4,670  
Income taxes payable   643   2,168  
     Deferred income taxes              4,421               (3,475 )
       Net cash provided by operating activities            96,621              88,266  
           
Cash flows from investing activities:          
 Purchase of property and equipment   (24,273 ) (28,550 )
 Proceeds from the sale of property and equipment   4,173   9,778  
 Purchase of marketable securities   (55,788 ) (21,754 )
 Proceeds from maturities of marketable securities   997   15  
 (Increase) decrease in intangible and other assets                 192                (300 )
       Net cash used in investing activities           (74,699 )         (40,811 )
           
Cash flows from financing activities:          
 Payments of long-term debt, net   ---         (25,000 )
 Proceeds from issuance of common stock   17   26  
 Dividends paid   (22,298 ) (22,035 )
  Purchase of treasury stock                  (45 )              (49 )
       Net cash used in financing activities           (22,326 )       (47,058 )
           
Net increase (decrease) in cash   (404 ) 397  
Cash at beginning of period             3,929            3,255  
Cash at end of period $           3,525 $          3,652  
See accompanying notes to consolidated financial statements.

Page 3 of 11 (Form 10-Q)

 


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WEIS MARKETS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

(1) Significant Accounting Policies
Basis of Presentation: The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The operating results for the periods presented are not necessarily indicative of the results to be expected for the full year. For further information, refer to the consolidated financial statements and footnotes thereto included in the company's latest annual report on Form 10-K.

Impact of Recently Issued Accounting Standards: As of December 28, 2002, the company adopted Emerging Issues Task Force Issue No. 02-16, "Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor" (EITF Issue). This EITF Issue establishes new rules for accounting for certain cash considerations received by a reseller from a vendor; however, the adoption of this EITF Issue did not have an impact on the company's financial statement classifications, net income or shareholders' equity.

On December 31, 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure" (Statement No. 148). Statement 148 amends Statement of Financial Accounting Standards Statement No. 123, "Accounting for Stock-Based Compensation" (Statement No. 123), to provide alternative methods of transition to Statement No. 123's fair value method of accounting for stock-based employee compensation. Statement No. 148 also amends the disclosure provisions of Statement No. 123 and Accounting Principles Board's Opinion No. 28, "Interim Financial Reporting" (APB 28), to require disclosure in the summary of significant accounting policies of the effects of an entity's accounting policy with respect to stock-based employee compensation on reported net income and earnings per share in annual and interim financial statements. While Statement No. 148 does not amend Statement No. 123 to require companies to account for employee stock options using the fair value method, the disclosure provisions of Statement No. 148 are applicable to all companies with stock-based employee compensation, regardless of whether they account for that compensation using the fair value method of Statement No. 123 or the intrinsic value method of the Accounting Principles Board's Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25).

As of September 27, 2003, the company has a stock option plan, which is set forth in Note 7(a) of the company's 10-K under the caption "Incentive Plans," within the "Notes to Consolidated Financial Statements," which was filed for the fiscal year ended December 28, 2002. The company accounts for the plan under the recognition and measurement principles of APB 25 and related Interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under this plan have an exercise price equal to the market value of the underlying common stock on the date of grant. The effects on net income and earnings per share if the company had applied the fair value recognition provisions of Statement No. 123 are immaterial.

Page 4 of 11 (Form 10-Q)


WEIS MARKETS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

(2) Comprehensive Income
The components of comprehensive income, net of related tax, for the period ended September 27, 2003 and September 28, 2002 are as follows:

    Three Months Ended   Nine Months Ended  
(dollars in thousands)   2003   2002   2003   2002  
Net income   $ 10,864 $ 14,846     $ 40,426 $ 43,176  
Unrealized losses on marketable securities             (414 )        (1,935 )           (246 )       (3,541 )
Comprehensive income $       10,450 $       12,911 $       40,180 $      39,635  
 
 
 

(3) Property and Equipment
Property and equipment, as of September 27, 2003 and December 28, 2002, consisted of :

(dollars in thousands) Useful Life
(in years)
  2003   2002  
Land        $ 63,763      $ 64,209  
Buildings and improvements 10-60   335,788   335,224  
Equipment 3-12   489,558   478,570  
Leasehold improvements 5-20          99,771            99,690  
    Total, at cost     988,880    977,693  
Less accumulated depreciation and amortization          574,487        549,540  
    $      414,393 $      428,153  

Page 5 of 11 (Form 10-Q)


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WEIS MARKETS, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OPERATING RESULTS

      Total sales for the third quarter ended September 27, 2003 increased 1.8% to $504.7 million compared to sales of $495.9 million in the same quarter of 2002. Year to date sales of $1.5 billion increased $29.6 million or 2.0% compared with the same three quarters in 2002. Comparable store sales in the third quarter increased 2.4% compared to a 0.6% increase in 2002. Year to date the company generated a 2.6% increase in comparable store sales compared to a 1.5% increase for the same period a year ago.

      When calculating the percentage change in comparable store sales, the company defines a new store as comparable the week following one full year of operation. Relocated stores and stores with expanded square footage are included in comparable sales since these units are located in existing markets. When a store is closed, sales generated from that unit in the prior year are subtracted from total company sales starting the same week of closure in the prior year and continuing from that point forward.

      The sales increase in the current quarter was partially the result of aggressive advertising and promotional activity in key markets. Although sales results are affected by product cost inflation and deflation, management does not f