UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 10-Q
(Mark One)
| [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the quarterly period ended June 25, 2011 | |
| 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 by check mark whether the registrant
has submitted electronically and posted on its corporate Web
site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant
was required to submit and post such
files). Yes
[X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [X]
Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [ ]
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes [ ]
No [X]
As of August 4, 2011, there were
issued and outstanding 26,898,443 shares of the registrant's common
stock.
WEIS MARKETS,
INC.
TABLE OF CONTENTS
| PART I - FINANCIAL INFORMATION |
| ITEM I - FINANCIAL STATEMENTS |
| WEIS MARKETS, INC. |
| CONSOLIDATED BALANCE SHEETS |
| (dollars in thousands) |
| June 25, 2011 | December 25, 2010 | |||||
| (unaudited) | ||||||
| Assets | ||||||
| Current: | ||||||
| Cash and cash equivalents | $ | 70,793 | $ | 109,140 | ||
| Marketable securities | 68,348 | 25,759 | ||||
| Accounts receivable, net | 52,125 | 53,302 | ||||
| Inventories | 225,245 | 231,021 | ||||
| Prepaid expenses | 7,893 | 6,439 | ||||
| Income taxes recoverable | --- | 2,712 | ||||
| Total current assets | 424,404 | 428,373 | ||||
| Property and equipment, net | 543,919 | 525,062 | ||||
| Goodwill | 35,162 | 35,162 | ||||
| Intangible and other assets, net | 3,441 | 3,484 | ||||
| Total assets | $ | 1,006,926 | $ | 992,081 | ||
| Liabilities | ||||||
| Current: | ||||||
| Accounts payable | $ | 119,171 | $ | 134,278 | ||
| Accrued expenses | 31,460 | 28,803 | ||||
| Accrued self-insurance | 17,489 | 19,163 | ||||
| Deferred revenue, net | 3,925 | 6,922 | ||||
| Income taxes payable | 465 | --- | ||||
| Deferred income taxes | 6,137 | 5,818 | ||||
| Total current liabilities | 178,647 | 194,984 | ||||
| Postretirement benefit obligations | 15,226 | 14,622 | ||||
| Deferred income taxes | 61,085 | 54,348 | ||||
| Total liabilities | 254,958 | 263,954 | ||||
| Shareholders' Equity | ||||||
| Common stock, no par value, 100,800,000 shares authorized, | ||||||
| 33,047,807 shares issued | 9,949 | 9,949 | ||||
| Retained earnings | 887,832 | 864,132 | ||||
| Accumulated other comprehensive income | ||||||
| (Net of deferred taxes of $3,536 in 2011 and $3,477 in 2010) | 5,044 | 4,903 | ||||
| 902,825 | 878,984 | |||||
| Treasury stock at cost, 6,149,364 shares | (150,857 | ) | (150,857 | ) | ||
| Total shareholders' equity | 751,968 | 728,127 | ||||
| Total liabilities and shareholders' equity | $ | 1,006,926 | $ | 992,081 | ||
| See accompanying notes to consolidated financial statements. |
Page 1 of 12 (Form 10-Q)
| WEIS MARKETS, INC. |
| CONSOLIDATED STATEMENTS OF INCOME |
| (unaudited) |
| (dollars in thousands, except shares and per share amounts) |
| 13 Weeks Ended | 26 Weeks Ended | |||||||||
| June 25, 2011 | June 26, 2010 | June 25, 2011 | June 26, 2010 | |||||||
| Net sales | $ | 676,660 | $ | 653,677 | $ | 1,336,114 | $ | 1,317,932 | ||
| Cost of sales, including warehousing and distribution expenses | 494,003 | 469,303 | 974,954 | 953,861 | ||||||
| Gross profit on sales | 182,657 | 184,374 | 361,160 | 364,071 | ||||||
| Operating, general and administrative expenses | 150,967 | 151,872 | 301,218 | 304,889 | ||||||
| Income from operations | 31,690 | 32,502 | 59,942 | 59,182 | ||||||
| Investment income | 951 | 267 | 2,042 | 858 | ||||||
| Income before provision for income taxes | 32,641 | 32,769 | 61,984 | 60,040 | ||||||
| Provision for income taxes | 11,940 | 12,260 | 22,683 | 22,149 | ||||||
| Net income | $ | 20,701 | $ | 20,509 | $ | 39,301 | $ | 37,891 | ||
| Weighted-average shares outstanding, basic | 26,898,443 | 26,898,492 | 26,898,443 | 26,898,492 | ||||||
| Weighted-average shares outstanding, diluted | 26,898,443 | 26,898,606 | 26,898,443 | 26,899,106 | ||||||
| Cash dividends per share | $ | 0.29 | $ | 0.29 | $ | 0.58 | $ | 0.58 | ||
| Basic and diluted earnings per share | $ | 0.77 | $ | 0.76 | $ | 1.46 | $ | 1.41 | ||
| See accompanying notes to consolidated financial statements. | ||||||||||
Page 2 of 12 (Form 10-Q)
| WEIS MARKETS, INC. |
| CONSOLIDATED STATEMENTS OF CASH FLOWS |
| (unaudited) |
| (dollars in thousands) |
| 26 Weeks Ended | |||||
| June 25, 2011 | June 26, 2010 | ||||
| Cash flows from operating activities: | |||||
| Net income | $ | 39,301 | $ | 37,891 | |
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||
| Depreciation | 24,926 | 23,690 | |||
| Amortization | 3,145 | 3,280 | |||
| Loss (gain) on disposition of fixed assets | 10 | (1,285 | ) | ||
| Gain on sale of marketable securities | (1,019 | ) | (223 | ) | |
| Changes in operating assets and liabilities: | |||||
| Inventories | 5,776 | 3,193 | |||
| Accounts receivable and prepaid expenses | (277 | ) | 6,857 | ||
| Income taxes recoverable | 2,712 | --- | |||
| Accounts payable and other liabilities | (16,517 | ) | (18,518 | ) | |
| Income taxes payable | 465 | 22,890 | |||
| Deferred income taxes | 6,997 | (1,259 | ) | ||
| Other | (2,766 | ) | 34 | ||
| Net cash provided by operating activities | 62,753 | 76,550 | |||
| Cash flows from investing activities: | |||||
| Purchase of property and equipment | (47,352 | ) | (22,683 | ) | |
| Proceeds from the sale of property and equipment | 578 | 1,922 | |||
| Purchase of marketable securities | (50,045 | ) | --- | ||
| Proceeds from maturities of marketable securities | 4,880 | 1,745 | |||
| Proceeds from the sale of marketable securities | 6,561 | 341 | |||
| Purchase of intangible assets | (121 | ) | --- | ||
| Net cash used in investing activities | (85,499 | ) | (18,675 | ) | |
| Cash flows from financing activities: | |||||
| Dividends paid | (15,601 | ) | (15,601 | ) | |
| Net cash used in financing activities | (15,601 | ) | (15,601 | ) | |
| Net (decrease) increase in cash and cash equivalents | (38,347 | ) | 42,274 | ||
| Cash and cash equivalents at beginning of year | 109,140 | 67,065 | |||
| Cash and cash equivalents at end of period | $ | 70,793 | $ | 109,339 | |
| See accompanying notes to consolidated financial statements. | |||||
Page 3 of 12 (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
deferrals and 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. The Company has evaluated
subsequent events for disclosure through the date of issuance
of the accompanying unaudited consolidated interim financial
statements and there were no material subsequent events which
require additional disclosure. For further information, refer
to the consolidated financial statements and footnotes thereto
included in the Company's latest Annual Report on Form
10-K.
(2) Current Relevant Accounting
Standards
In June 2011, the Financial
Accounting Standards Board (FASB) issued new
authoritative guidance on the presentation of
comprehensive income. The new guidance requires an entity
to present the components of net income and other
comprehensive income either in one continuous statement,
referred to as the statement of comprehensive income, or
in two separate, but consecutive statements. The new
guidance eliminates the current option to report other
comprehensive income and its components in the statement
of changes in shareholders' equity. While the new
guidance changes the presentation of comprehensive
income, there are no changes to the components that are
recognized in net income or other comprehensive income
under current accounting guidance. This new guidance is
effective for fiscal years, and interim periods within
those years, beginning after December 15, 2011. Adoption
of the new guidance will not have an impact on the
Company's consolidated financial statements, as the
guidance impacts presentation only.
In May 2011, FASB issued new authoritative guidance to achieve a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between U.S. GAAP and International Financial Reporting Standards. This new guidance amends current fair value measurement and disclosure guidance to include increased transparency around valuation inputs and investment categorization. This new guidance is effective for fiscal years and interim periods beginning after December 15, 2011. The Company does not expect the adoption of the new guidance to have an impact on the consolidated financial statements.
In January 2010, FASB issued additional authoritative guidance on fair value measurements. The guidance requires previous fair value hierarchy disclosures to be further disaggregated by class of assets and liabilities. In addition, significant transfers between Levels 1 and 2 of the fair value hierarchy are required to be disclosed. The guidance was effective for interim and annual reporting periods beginning after December 15, 2009. Adoption of the new guidance did not have an impact on the Company's consolidated financial position, as this guidance relates only to additional disclosures. In addition, the guidance requires that in the reconciliation for fair value measurements using significant unobservable inputs, or Level 3, a reporting entity separately disclose information about purchases, sales, issuances and settlements on a gross basis rather than as one net number. The guidance was effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. Adoption of the new guidance did not have an impact on the Company's consolidated financial position, as the Company has no Level 3 inputs.
In December 2010, FASB issued additional authoritative guidance on goodwill impairment. The guidance modifies step 1 of the goodwill impairment test for entities with a zero or negative carrying value to require entities to assess, considering qualitative factors, whether it is more likely than not that a goodwill impairment exists. If an entity concludes that it is more likely than not that goodwill impairment exists, the entity must perform step 2 of the goodwill impairment test. The guidance allows an entity to use either the equity or the enterprise valuation premise to determine the carrying amount of a reporting unit. The guidance was effective for impairment tests performed during fiscal years, and interim periods within those years, beginning after December 15, 2010. Adoption of the new guidance did not have an impact on the Company's consolidated financial statements.
Page 4 of 12 (Form 10-Q)
WEIS MARKETS,
INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
(unaudited)
(2) Current Relevant Accounting
Standards (continued)
In December 2010, FASB issued
additional authoritative guidance on business
combinations. The guidance provides clarification
regarding pro forma revenue and earnings disclosure
requirements for business combinations. The guidance
specifies that if a public entity presents comparative
financial statements, the entity should disclose only
revenue and earnings of the combined entity as though the
business combination(s) that occurred during the current
year had occurred as of the beginning of the comparable
prior annual reporting period. The guidance also expands
the supplemental pro forma disclosures to include a
description of the nature and amount of material,
nonrecurring pro forma adjustments directly attributable
to the business combination included in the reported pro
forma revenue and earnings. The guidance was effective
prospectively for business combinations for which the
acquisition date was on or after the beginning of the
first annual reporting period beginning on or after
December 15, 2010. Adoption of the new guidance did
not have an impact on the Company's consolidated
financial statements.
(3) Comprehensive Income
The components of comprehensive income, net of related tax, for
the periods ended June 25, 2011 and June 26, 2010 are as
follows:
| 13 Weeks Ended | 26 Weeks Ended | |||||||||
| (dollars in thousands) | June 25, 2011 | June 26, 2010 | June 25, 2011 | June 26, 2010 | ||||||
| Net income | $ | 20,701 | $ | 20,509 | $ | 39,301 | $ | 37,891 | ||
| Other comprehensive income by component, net of tax: | ||||||||||
| Unrealized holding gains (losses) arising during period (Net of deferred taxes of $355 and $202 respectively for the 13 Weeks Ended and $482 and $341 respectively for the 26 Weeks Ended) | 559 | (286 | ) | 738 | (481 | ) | ||||
| Reclassification adjustment for gains included in net income (Net of taxes of $165 and $0 respectively for the 13 Weeks Ended and $423 and $93 respectively for the 26 Weeks Ended) | (232 | ) | --- | (596 | ) | (130 | ) | |||
| Comprehensive income, net of tax | $ | 21,028 | $ | 20,223 | $ | 39,443 | $ | 37,280 | ||
(4) Reclassification
The Company reclassified certain immaterial amounts in the
Consolidated Statements of Income.
(5) Contingencies
The Company is a defendant in a lawsuit, filed in 2007, in the
United States District Court, District of Maryland, alleging
violation of the "Fair and Accurate Credit Transactions Act".
The Company has agreed to a settlement with a cap of $2,000,000
and the settlement was approved by the Court on July 25, 2011.
In connection with the settlement and consultation with its
legal counsel, the Company has accrued $750,000 in operating,
general and administrative expenses in the accompanying first
quarter 2011 consolidated financial statements, as its best
estimate of its known expenditures in connection with the
settlement.
Page 5 of 12 (Form 10-Q)
WEIS MARKETS,
INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND
ANALYSIS
OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis of Weis
Markets, Inc.'s (the "Company") financial condition and results
of operations should be read in conjunction with the unaudited
financial statements and related notes included in Item 1 of
this Quarterly Report on Form 10-Q, the Company's audited
consolidated financial statements and the related notes
included in the Company's Annual Report on Form 10-K for the
year ended December 25, 2010, filed with the U.S. Securities
and Exchange Commission, as well as the cautionary statement
captioned "Forward-Looking Statements" immediately following
this analysis.
Overview
Weis Markets,
Inc. was founded in 1912 by Harry and Sigmund Weis, in Sunbury,
Pennsylvania. The Company currently ranks among the top 50 food
and drug retailers in the United States in revenues generated.
As of June 25, 2011, the Company operated 162 retail food
stores in Pennsylvania and four surrounding states: Maryland,
New Jersey, New York and West Virginia.
Company revenues are generated in its retail food stores from the sale of a wide variety of consumer products including groceries, dairy products, frozen foods, meats, seafood, fresh produce, floral, pharmacy services, deli products, prepared foods, bakery products, beer and wine, fuel, and general merchandise items, such as health and beauty care and household products. The Company supports its retail operations through a centrally located distribution facility, its own transportation fleet, three manufacturing facilities and its administrative offices. The Company's operations are reported as a single reportable segment.
Results of Operations
| Analysis of Consolidated Statements of Income | Percent Changes | |||||||||||||||||
| (dollars in thousands, except per share amounts) | 2011 vs. 2010 | |||||||||||||||||
| For the Periods Ended June 25, 2011 | 13 | 26 | ||||||||||||||||
| and June 26, 2010 | 13 Weeks Ended | 26 Weeks Ended | Weeks | Weeks | ||||||||||||||
| June 25, 2011 | June 26, 2010 | June 25, 2011 | June 26, 2010 | Ended | Ended | |||||||||||||
| Net sales | $ | 676,660 | $ | 653,677 | $ | 1,336,114 | $ | 1,317,932 | 3.5 | % | 1.4 | % | ||||||
| Cost of sales, including warehousing and distribution expenses | 494,003 | 469,303 | 974,954 | 953,861 | 5.3 | 2.2 | ||||||||||||
| Gross profit on sales | 182,657 | 184,374 | 361,160 | 364,071 | (0.9 | ) | (0.8 | ) | ||||||||||
| Gross profit margin | 27.0 | % | 28.2 | % | 27.0 | % | 27.6 | % | ||||||||||
| Operating, general and administrative expenses | 150,967 | 151,872 | 301,218 | 304,889 | (0.6 | ) | (1.2 | ) | ||||||||||
| O, G & A, percent of net sales | 22.3 | % | 23.2 | % | 22.5 | % | 23.1 | % | ||||||||||
| Income from operations | 31,690 | 32,502 | 59,942 | 59,182 | (2.5 | ) | 1.3 | |||||||||||
| Operating margin | 4.7 | % | 5.0 | % | 4.5 | % | 4.5 | % | ||||||||||
| Investment income | 951 | 267 | 2,042 | 858 | 256.2 | 138.0 | ||||||||||||
| Investment income, percent of net sales | 0.1 | % | 0.0 | % | 0.2 | % | 0.1 | % | ||||||||||
| Income before provision for income taxes | 32,641 | 32,769 | 61,984 | 60,040 | (0.4 | ) | 3.2 | |||||||||||
| Provision for income taxes | 11,940 | 12,260 | 22,683 | 22,149 | (2.6 | ) | 2.4 | |||||||||||
| Effective tax rate | 36.6 | % | 37.4 | % | 36.6 | % | 36.9 | % | ||||||||||
| Net income | $ | 20,701 | $ | 20,509 | $ | 39,301 | $ | 37,891 | 0.9 | % | 3.7 | % | ||||||
| Net income, percent of net sales | 3.1 | % | 3.1 | % | 2.9 | % | 2.9 | % | ||||||||||
| Basic and diluted earnings per share | $ | 0.77 | $ | 0.76 | $ | 1.46 | $ | 1.41 | 1.3 | % | 3.5 | % | ||||||
Page 6 of 12 (Form 10-Q)
WEIS MARKETS,
INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
(continued)
Results of
Operations (continued)
Net Sales
The Company's revenues are earned and cash is generated as
merchandise is sold to customers at the point of sale.
Discounts, except those provided by a vendor, are recognized as
a reduction in sales as products are sold or over the life of a
promotional program if redeemable in the future.
In the second quarter of 2010, management changed the method used to calculate comparable store sales. Refer to prior Form 10-K and Form 10-Q documents filed for the definition of the previous method used.
When calculating the percentage change in comparable store sales, the Company defines a new store to be comparable when it has been in operation for five full quarters. Relocated stores and stores with expanded square footage are included in comparable store sales since these units are located in existing markets and are open during construction. Planned store dispositions are excluded from the calculation. The Company only includes retail food stores in the calculation.
Comparable store sales increased 5.1% in the second quarter of 2011 compared to the same quarter in 2010, while total sales increased 3.5%. The Company's year-to-date comparable store sales increased 2.8% compared to the first half of 2010, while total sales increased 1.4% over the first twenty-six weeks of 2010. The Company's sales were impacted by the divestiture of 18 underperforming SuperPetz stores and two supermarkets.
Slow economic growth and high unemployment continue to impact the Company's markets. Many customers remain cautious in their spending and continue to focus on value and long term savings. To meet these needs, the Company continued to make significant investments in its "Get Grillin' Weis" and "Price Freeze" promotional programs. On April 3, 2011, the Company entered into another round of its "Get Grillin' Weis" promotional program. The "Get Grillin' Weis" promotional program is a seasonal cross-merchandising program linking meat items to specific general merchandise items such as gas grills and patio furniture, as well as complementary grocery and perishable items. This program lowered prices of approximately 1,000 staple items for a fourteen-week period. The Company also launched a seventh round of "Price Freeze" on July 10, 2011. This program froze prices of approximately 1,600 staple items for a 90-day period.
In addition to the "Price Freeze" and "Get Grillin' Weis" programs, the Company offered its "Gas Rewards" program in most markets. The "Gas Rewards" program allows Weis Preferred Shoppers club card members to earn gas discounts resulting from their in-store purchases. Customers can redeem these gas discounts at Sheetz convenience stores, located in most of the Company's markets, at Manley's Mighty Mart Valero locations, in the Binghamton, NY market or at any of the seventeen Weis Gas-n-Go locations.
The Company continued to employ a disciplined marketing and advertising strategy, along with targeted promotional activity in key markets, to help maintain its market share and increase its profits. During the second quarter of 2011, the Company generated a 4.5% increase in average sales per customer transaction while the number of identical customer store visits increased by 0.7%. The Company's year-to-date average sales per customer transaction increased 3.4% while the number of identical customer store visits declined by 0.5%.
Pharmacy sales in the second quarter of 2011 increased 2.4% compared to the second quarter of 2010 and 2.7% year-to-date. As the Company previously reported, the pharmacy-based immunization program was expanded to most stores and currently has 224 pharmacists who are certified by their respective Board of Pharmacy to administer vaccines. The Company also leveraged increased customer counts to drive trial usage and loyalty through existing marketing channels. Category expansion and better private brand penetration in key health care over-the-counter categories were successful in mitigating mass and chain drug store intrusion.
Page 7 of 12 (Form 10-Q)
WEIS MARKETS,
INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
(continued)
Results of Operations (continued)
Meat sales in the second quarter of 2011 increased 5.5% compared to the second quarter of 2010 and 3.4% year-to-date, due to product inflation. As reported previously, produce sales continue to provide positive results. Second quarter produce sales increased 2.7% and were up 2.5% year-to-date compared to the same periods in 2010. Dairy sales increased 7.3% in the second quarter of 2011 and 5.1% year-to-date, compared to the same periods in 2010, as a result of continued product inflation throughout the dairy category and increased item movement resulting from grand openings of remodeled and relocated stores. Management anticipates dairy sales to continue to increase at least through the third quarter of 2011.
The Company is committed to maintaining retail prices, but recognizes that inflationary pressures could cause the Company to raise prices in order to maintain margin rates.
Management remains confident in its ability to generate sales growth in a highly competitive environment, but also understands some competitors have greater financial resources and could use these resources to take measures which could adversely affect the Company's competitive position.
Cost of Sales and Gross
Profit
Cost of sales consists of direct product (net of discounts and
allowances), warehouse and transportation costs, as well as
manufacturing facility operations.
According to the latest U.S. Bureau of Labor Statistics' report, the annual Seasonally Adjusted Food-at-Home Consumer Price Index increased 2.5% compared to a decrease of 1.4% for the same period last year. The annual Seasonally Adjusted Producer Price Index for Finished Consumer Foods increased at a rate of 4.6% for the second quarter of 2011 compared to an increase of 0.7% as of the second quarter of 2010. Despite fluctuating retail and wholesale prices, the Company has been able to maintain a gross profit rate of 27.0% for the quarter and year-to-date, respectively.
The Company's profitability is impacted by the cost of oil. Fluctuating fuel prices affect the delivered cost of product and the cost of other petroleum-based supplies such as plastic bags. Cost of sales was impacted by a 30.9% increase for the second quarter and a 27.0% increase year-to-date in the cost of diesel fuel used by the Company to deliver goods from its distribution center to its stores as compared to the same periods in 2010. According to the U.S. Department of Energy, the average U.S. diesel fuel price increased $0.92 per gallon to $4.01 per gallon as of June 25, 2011, compared to $3.09 per gallon as of June 26, 2010. Based upon the U.S. Department of Energy's current estimate, the Company is expecting slight increases in diesel fuel prices throughout the remainder of 2011 and 2012.
Although the Company experienced product cost inflation and deflation in various commodities for both quarters presented, management does not feel it can accurately measure the full impact of inflation and deflation on retail pricing due to changes in the types of merchandise sold between periods, shifts in customer buying patterns and the fluctuation of competitive factors.
Operating, General and
Administrative Expenses
Business operating costs including expenses generated from
administration and purchasing functions, are recorded in
"Operating, general and administrative expenses." Business
operating costs include items such as wages, benefits,
utilities, repairs and maintenance, advertising costs and
credits, rent, insurance, equipment depreciation, leasehold
amortization and costs for outside provided
services.
Page 8 of 12 (Form 10-Q)
WEIS MARKETS,
INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
(continued)
Results of
Operations (continued)
Employee-related costs such as wages, employer paid taxes, health care benefits and retirement plans, comprise over 60% of the total operating, general and administrative expenses. Employee-related costs increased 1.1% in the second quarter and 0.1% in the first half of 2011 compared to the same periods last year. As a percent of sales, employee-related costs decreased 0.3% in the second quarter and 0.2% year-to-date compared to the same periods in 2010. The Company's self-insured health care benefits increased 4.8% in the second quarter and decreased 5.4% year-to-date, compared to the same periods in 2010. Management expects health care benefit costs to increase approximately 10% in 2011 and continues to evaluate various programs to reduce this expense. The Company remains concerned about the potential impact that The Patient Protection and Affordable Care Act will have on its future operating expense. As a percent of sales, direct store labor decreased 0.2% in the second quarter and 0.1% in the first half of 2011 compared to the same periods of 2010.
Depreciation expense was $28.1 million, or 2.1% of total sales, for the first half of 2011 compared to $27.0 million, or 2.0% of total sales, for the first half of 2010. The increase in depreciation expense, in total dollars, was the result of additional capital expenditures as the Company implements its capital expansion program. See the Liquidity and Capital Resources section for further information regarding the capital expansion program.
The Company's interchange fees for accepting credit and debit cards increased 11.8% in the second quarter of 2011 and 11.2% year-to-date, compared to the same periods in 2010. The Durbin Amendment to the Dodd-Frank Wall Street Reform and Consumer Protection Act authorizes the Federal Reserve to set rules to implement caps on debit card interchange fees. The Federal Reserve recently released its final rules, which indicate there will be a reduction in fees. However, the Company is not yet able to determine what the full impact will be on the Company's "Operating, general and administrative expenses".
Retail store profitability is sensitive to volatility in utility costs due to the amount of electricity and gas required to operate the Company's stores and facilities. The Company is responding to this volatility in operating costs by employing technologies, procurement strategies and associate energy awareness programs to manage and reduce consumption. Through these initiatives, with the added benefit of a declining market in electricity costs, the Company's electric utility expense decreased by 5.5% in the second quarter of 2011 and 8.9% year-to-date, compared to the same periods in 2010.
The Company may not be able to recover rising expenses through increased prices charged to its customers. Any delay in the Company's response to unforeseen cost increases or competitive pressures that prevent its ability to raise prices may cause earnings to suffer. Management does not foresee a change in these trends in the near future.
Investment
Income
The Company's investment portfolio consists of short-term money
market funds and marketable securities consisting of municipal
bonds and equity securities. The Company classifies all of its
marketable securities as available-for-sale. The Company
experienced a $722,000 increase in investment income from gains
recognized on the sale of equity securities in the first half
of 2011, compared to the same period a year ago. The Company's
investment income during the first half of 2011 also benefited
as a result of investing more heavily in municipal bonds at the
end of 2010. Management expects to continue to receive higher
returns from marketable securities throughout 2011.
Provision for Income
Taxes
The effective income tax rate was 36.6% in the first half of
2011 compared to 36.9% in the first half of 2010. The effective
income tax rate differs from the federal statutory rate of 35%
primarily due to the effect of state taxes, net of permanent
differences relating to tax-free income.
Page 9 of 12 (Form 10-Q)
WEIS MARKETS,
INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
(continued)
Results of
Operations (continued)
Income is earned by selling merchandise at price levels that produce revenues in excess of cost of merchandise sold and operating and administrative expenses. Although the Company may experience short term fluctuations in its earnings due to unforeseen short-term operating cost increases, it historically has been able to increase revenues and maintain stable earnings from year to year.
Liquidity and Capital
Resources
During the first twenty-six weeks of 2011, the Company generated $62.8 million in cash flows from operating activities compared to $76.6 million for the same period in 2010. Since the beginning of the fiscal year, working capital increased 5.3% compared to an increase of 14.4% in the same period of 2010.
Net cash used in investing activities was $85.5 million compared to $18.7 million in the first half of 2011 and 2010, respectively. These funds were used primarily to purchase marketable securities and property and equipment in the quarters presented. The Company purchased $50.0 million of marketable securities in the first half of 2011. Property and equipment purchases during the first half of 2011 totaled $47.4 million compared to $22.7 million in the first half of 2010. As a percentage of sales, capital expenditures were 3.5% and 1.7% in the first half of 2011 and 2010, respectively.
The Company's capital expansion program includes the construction of new superstores, the expansion and remodeling of existing units, the acquisition of sites for future expansion, new technology purchases and the continued upgrade of the Company's processing and distribution facilities. Management estimates that its current development plans will require an investment of approximately $100.0 million in 2011. The investment reduction for 2011 is a result of project completion dates shifting from 2011 to 2012. Company management remains committed to the capital expansion program and fully expects to invest the previously reported amount of $110.0 million.
Net cash used in financing activities was $15.6 million in the first half of 2011 and 2010, which solely consisted of dividend payments to shareholders. At June 25, 2011, the Company had outstanding letters of credit of $13.6 million. The letters of credit are maintained primarily to support performance, payment, deposit or surety obligations of the Company. The Company does not anticipate drawing on any of them.
Total cash dividend payments on common stock, on a per share basis, amounted to $.58 for the first half of 2011 and 2010. At its regular meeting held in July, the Board of Directors unanimously approved a quarterly dividend of $.29 per share, payable on August 1, 2011 to shareholders of record as of July 18, 2011. The Board of Directors' 2004 resolution authorizing the repurchase of up to one million shares of the Company's common stock has a remaining balance of 752,468 shares.
The Company has no other commitment of capital resources as of June 25, 2011, other than the lease commitments on its store facilities under operating leases that expire at various dates through 2028. The Company anticipates funding its working capital requirements and its $100.0 million capital expansion program through cash and investment reserves and future internally generated cash flows from operations. However, management is receptive to maintaining a credit facility to fund potential acquisitions.
Page 10 of 12 (Form 10-Q)
WEIS MARKETS,
INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
(continued)
Critical Accounting
Estimates
The Company has chosen accounting policies
that it believes are appropriate to accurately and fairly
report its operating results and financial position, and the
Company applies those accounting policies in a consistent
manner. The Significant Accounting Policies are summarized in
Note 1 to the Consolidated Financial Statements
included in the 2010
Annual Report on Form 10-K.
There have been no changes to the Critical Accounting
Policies since the Company filed its Annual Report on
Form 10-K for the year ended December 25, 2010.
Forward-Looking
Statements
In addition to historical information, this
10-Q Report may contain forward-looking statements, which
are included pursuant to the "safe harbor" provisions of
the Private Securities Litigation Reform Act of
1995. Any forward-looking
statements contained herein are subject to certain risks
and uncertainties that could cause actual results to
differ materially from those projected. For example,
risks and uncertainties can arise with changes in:
general economic conditions, including their impact on
capital expenditures; business conditions in the
retail industry; the regulatory
environment; rapidly changing technology and competitive
factors, including increased competition with regional
and national retailers; and price
pressures. Readers are cautioned not to place undue
reliance on forward-looking statements, which reflect
management's analysis only as of the date hereof. The
Company undertakes no obligation to publicly revise or
update these forward-looking statements to reflect events
or circumstances that arise after the date hereof.
Readers should carefully review the risk factors
described in other documents the Company files
periodically with the Securities and Exchange
Commission.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Quantitative Disclosure - There have been no material changes in the Company's market risk during the six months ended June 25, 2011. Quantitative information is set forth in Item 7a on the Company's Annual Report on Form 10-K under the caption "Quantitative and Qualitative Disclosures About Market Risk," which was filed for the fiscal year ended December 25, 2010 and is incorporated herein by reference.
Qualitative Disclosure - This information is
set forth in the Company's Annual Report on Form 10-K under the
caption "Liquidity and Capital Resources," within "Management's
Discussion and Analysis of Financial Condition and Results of
Operations," which was filed for the fiscal year ended December
25, 2010 and is incorporated herein by reference.
ITEM 4. CONTROLS AND PROCEDURES
The Chief Executive Officer and the Chief
Financial Officer, together with the Company's Disclosure
Committee, evaluated the Company's disclosure controls and
procedures as of the fiscal quarter ended June 25, 2011. Based
on that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that the Company's disclosure
controls and procedures were effective as of the end of the
period covered by this report to ensure that information
required to be disclosed by the Company in the reports filed or
submitted by it under the Securities Exchange Act of 1934, as
amended, was recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms,
and include controls and procedures designed to ensure that
information required to be disclosed by the Company in such
reports was accumulated and communicated to the Company's
management, including the Chief Executive Officer and Chief
Financial Officer, as appropriate to allow timely decisions
regarding required disclosure.
In connection with the evaluation described above, there was no change in the Company's internal control over financial reporting during the fiscal quarter ended June 25, 2011, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
Page 11 of 12 (Form 10-Q)
WEIS MARKETS,
INC.
PART II - OTHER INFORMATION
Exhibits
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
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| WEIS MARKETS, INC. | |||
| (Registrant) | |||
| Date 08/04/2011 | /S/ David J. Hepfinger | ||
| David J. Hepfinger | |||
| President and Chief Executive Officer | |||
| (Principal Executive Officer) | |||
| Date 08/04/2011 | /S/ Scott F. Frost | ||
| Scott F. Frost | |||
| Senior Vice President, Chief Financial Officer, | |||
| and Treasurer | |||
| (Principal Financial Officer) | |||
Page 12 of 12 (Form 10-Q)