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)
WEIS MARKETS,
INC.
TABLE OF CONTENTS
| 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)
| 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. | ||||||||||
| 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)
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)
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