UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the fiscal year ended December 29, 2001 Commission file number 1-5039
WEIS MARKETS, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 24-0755415
(State or other jurisdiction of (IRS Employee Identification No.)
incorporation or organization)
1000 South Second Street, Sunbury, PA 17801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 570-286-4571
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common stock, no par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)
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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
The aggregate market value of Common Stock held by non-affiliates of the
Registrant is approximately $396,014,000. Shares of common stock
outstanding as of February 20, 2002 - 27,203,707.
The index to Exhibits is located in Part IV, Item 14(c).
DOCUMENTS INCORPORATED BY REFERENCE:
Selected portions of the Weis Markets, Inc. definitive proxy statement
dated March 8, 2002 are incorporated by reference in Part III of this Form
10-K.
Weis Markets, Inc.
PART I
Item 1. Business:
(a) Weis Markets, Inc. is a Pennsylvania business corporation
formed in 1924. The company is engaged principally in the
retail sale of food and pet supplies in Pennsylvania and
surrounding states. There was no material change in the nature
of the company's business during fiscal 2001.
(b) The principal business activity that the company has been
engaged in for the last five fiscal years is the retail sale of
food.
(c)(1)(i) The company operates 132 retail food markets in Pennsylvania,
23 in Maryland, 4 in New Jersey, 2 in New York, 1 in Virginia,
and 1 in West Virginia. The stores trade under the name Weis
Markets, except for 18 Pennsylvania stores which trade as Mr.
Z's Food Mart, 6 Pennsylvania stores that trade as King's
Supermarkets, 3 Pennsylvania stores which trade as Save-A-Lot,
3 Pennsylvania stores which trade as Scot's Lo Cost and 1
Pennsylvania store which trades as Cressler's Marketplace.
During the past fiscal year, 2 new stores were opened. One
store was closed for financial reasons and 1 store was closed
and is in the process of being rebuilt. SuperPetz, a pet
supply chain, operated 2 stores in Alabama, 1 store in Georgia,
1 store in Indiana, 1 store in Kentucky, 1 store in Maryland, 2
stores in Michigan, 8 stores in Ohio, 1 store in North
Carolina, 7 stores in Pennsylvania, 5 stores in South Carolina,
and 4 stores in Tennessee. The company supplies its retail
stores from distribution centers in Sunbury, Northumberland,
and Milton, Pennsylvania. The percentage of net sales
contributed by each class of similar products for each of the
five fiscal years ended December 29, 2001 was:
Year Grocery Meat Produce Pharmacy Pet Supply Other
1997 56.00 13.84 11.06 5.25 4.43 9.42
1998 55.63 13.74 11.60 5.94 4.01 9.08
1999 55.56 13.88 11.97 6.62 3.27 8.70
2000 57.13 15.09 12.65 7.75 3.15 4.23
2001 57.28 15.41 12.84 8.82 3.23 2.42
(c)(1)(vi) The company has its own distribution centers located within a
15 mile radius of its corporate offices in Sunbury,
Pennsylvania. The company is required to use a significant
amount of working capital to provide for the required amount of
inventory to meet demand for its products through efficient use
of buying power and effective utilization of space in the
warehouse facilities.
(c)(1)(x) The business of the company is highly competitive. The number
of competitors and the amount of competition experienced by the
company's stores vary by market area. National, regional and
local food chains, as well as independent food stores comprise
the company's principal competition, although the company also
faces substantial competition from convenience stores,
membership warehouse clubs, specialty retailers, supercenters
and large-scale drug and pharmaceutical chains. The company
competes based on price, quality, location and service.
(c)(1)(xiii) The company has approximately 19,000 employees.
Item 2. Properties:
The company owns and operates 81 of its retail food stores, and
leases and operates 82 stores under operating leases for
varying periods of time up to the year 2024. SuperPetz leases
all 33 of its retail store locations. The company owns all of
its trade fixtures and equipment in its stores and several
parcels of vacant land which are available as locations for
possible future stores or other expansion.
2
Weis Markets, Inc.
The company owns and operates one warehouse in Milton,
Pennsylvania of approximately 1,109,000 square feet, and one in
Northumberland, Pennsylvania totaling approximately 76,000
square feet. The company also owns one warehouse in Sunbury,
Pennsylvania totaling approximately 551,000 square feet of
which 290,000 is sublet. The company operates an ice cream
plant, meat processing plant and milk processing plant in the
remaining 261,000 square feet at its Sunbury location.
Item 3. Legal Proceedings:
Neither the company nor any subsidiary is presently a party to,
nor is any of their property subject to, any pending legal
proceedings, other than routine litigation incidental to the
business.
Item 4. Submission of Matters to a Vote of Security Holders:
There were no matters submitted to a vote of security holders
during the fourth quarter of 2001.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters:
The trading symbol for the company's common stock on the NYSE
is "WMK." The approximate number of shareholders including
individual participants in security positions listings on
December 29, 2001 as provided by the company's transfer agent
was 5,983. The following table sets forth, for the periods
indicated, the high and low stock prices for the company's
common stock as reported by NYSE and the dividends paid per
share.
2001 2000
Stock Price Dividend Stock Price Dividend
Quarter High Low Per Share High Low Per Share
First $ 38.25 $ 32.48 $ .27 $ 45.25 $ 34.19 $ .26
Second 35.70 31.45 .27 35.81 32.00 .26
Third 35.30 25.80 .27 37.13 32.44 .27
Fourth 29.76 26.52 .27 42.75 34.31 .27
Item 6. Selected Financial Data:
The following selected historical financial information has
been derived from the company's audited consolidated financial
statements. This information should be read in connection with
the company's Consolidated Financial Statements and the Notes
thereto, as well as "Management's Discussion and Analysis of
Financial Condition and Results of Operations," included in
Item 7.
3
Weis Markets, Inc.
Five Year Review of Operations
52 Weeks 53 Weeks 52 Weeks 52 Weeks 52 Weeks
(dollars in thousands, Ended Ended Ended Ended Ended
except per share amounts) Dec. 29, 2001 Dec. 30, 2000 Dec. 25, 1999 Dec. 26, 1998 Dec. 27, 1997
Net sales $ 1,988,246 $ 2,060,976 $ 2,004,947 $ 1,867,492 $ 1,818,816
Costs and expenses 1,925,306 1,980,893 1,911,912 1,791,066 1,733,686
_________________________________________________________________________________________________________
Income from operations 62,940 80,083 93,035 76,426 85,130
Other income and expense 18,907 36,729 30,980 58,072 33,452
_________________________________________________________________________________________________________
Income before provision
for income taxes 81,847 116,812 124,015 134,498 118,582
Provision for income taxes 31,792 42,989 44,290 50,815 40,388
_________________________________________________________________________________________________________
Net income 50,055 73,823 79,725 83,683 78,194
Retained earnings,
beginning of year 1,069,986 1,040,354 1,003,170 960,419 921,572
_________________________________________________________________________________________________________
1,120,041 1,114,177 1,082,895 1,044,102 999,766
Stock purchase
and cancellation 434,317 --- --- --- ---
Cash dividends 37,202 44,191 42,541 40,932 39,347
_________________________________________________________________________________________________________
Retained earnings,
end of year $ 648,522 $ 1,069,986 $ 1,040,354 $ 1,003,170 $ 960,419
_________________________________________________________________________________________________________
Weighted-average
shares outstanding 32,298,696 41,695,347 41,718,188 41,775,991 41,842,583
_________________________________________________________________________________________________________
Cash dividends per share $ 1.08 $ 1.06 $ 1.02 $ .98 $ .94
_________________________________________________________________________________________________________
Basic and diluted
earnings per share $ 1.55 $ 1.77 $ 1.91 $ 2.00 $ 1.87
_________________________________________________________________________________________________________
Working capital $ 102,331 $ 496,906 $ 481,728 $ 489,475 $ 471,562
Total assets $ 704,185 $ 1,085,904 $ 1,058,221 $ 1,029,202 $ 971,752
Long-term obligations $ 25,000 $ --- $ --- $ --- $ ---
Shareholders' equity $ 525,364 $ 947,886 $ 918,477 $ 890,641 $ 847,333
Number of grocery stores 163 163 163 158 154
Number of pet supply stores 33 33 34 36 43
4
Weis Markets, Inc.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations:
Results of Operations
Sales of $1.988 billion generated during the 52-week fiscal year ended
December 29, 2001 compared to sales of $2.061 billion in the 53 weeks of
fiscal 2000 and $2.005 billion in the 52 weeks of fiscal 1999. These sales
amounts reflect a decrease of 3.5% in fiscal 2001 compared to 2000 and an
increase of 2.8% in 2000 compared to 1999. Same store sales decreased 1.5%
in 2001 and increased 2.5% and 4.0% in 2000 and 1999, respectively.
Total sales in 2001 compared to the prior year decreased as a result of
the sale of the company's regional food service division in the second
quarter of 2000, an additional week of business in 2000, a weak economy and
increasing competitive activity. Excluding sales from year-over-year
comparisons that were generated from the food service division and from the
additional week in 2000, the company's sales increased .2%. Adjusting for
the extra week of sales, same store sales increased .5% in 2001 and .4% in
2000.
Gross profit as a percentage of sales increased from 25.4% in 1999 to
26.3% in 2000 and to 26.7% in 2001. Gross profit dollars realized on sales
in 2001 decreased $11.7 million, or 2.2%, to $531.2 million compared to
2000 and increased $34.3 million in 2000 compared to 1999. Over the past
three years, the gross profit rate was impacted by the sale of the food
service division and by LIFO inventory adjustments. The food service
division's lower gross profit rate slightly decreased the company's overall
gross profit percentage in prior years. Although the company cannot
precisely measure the effects of inflation or deflation upon its operations
because of changes in product mix, pricing and competitive influences, it
does not believe that either inflation or deflation have had a material
effect on sales or results of operations for the past three years.
Operating, general and administrative expenses in 2001 totaled $468.2
million or 23.6% of sales, compared to 22.4% in 2000 and 20.7% in 1999. On
May 7, 2001, the company repurchased approximately 14.5 million shares of
its common stock from the family of the late Sigfried Weis for $434.3
million in cash. The company incurred $5.3 million in non-recurring
expenses associated with this transaction, accounting for a substantial
portion of the overall increase in operating expenses in 2001. The
remaining increase in operating expenses was attributable to rising labor
and benefit costs, building and equipment repairs and advertising
expenditures.
In 2001, the company's investment income of $9.9 million or .5% of
sales, decreased $8.7 million or 46.9% compared to the same period a year
ago. The company sold the majority of its investment portfolio in the
first half of 2001 in order to complete the all cash stock repurchase
transaction. In 2000, the company earned $18.6 million in investment
income, a $1.3 million decrease from 1999. The company realized gains on
the sale of marketable securities of $.6 million in 2001, $1.3 million in
2000 and $3.5 million in 1999.
The company's other income and expense is generated from rental
payments, coupon-handling fees, cardboard salvage, gain or loss on the sale
of fixed assets and interest expense. Other income in 2001 of $10.4
million or .5% of sales, decreased $7.7 million or 42.6% compared to 2000.
In 2000, the company realized $5.8 million in other income from the sale of
its food service division. The remaining difference between the years
presented is due largely to gains or losses realized on closed store
facilities.
Interest expense in 2001 totaled $1.4 million compared to no interest
expense in 2000 or 1999. The company entered into a bank credit agreement
in fiscal 2001 in order to complete the previously mentioned stock
repurchase transaction and to provide funds for general corporate purposes.
The company's combined federal and state effective tax rate was 38.8% in
2001, 36.8% in 2000 and 35.7% in 1999. The tax rate increased in 2001
after the company sold its large position in tax-free investments in order
to complete the stock repurchase.
Net income in 2001 was $50.1 million or 2.5% of sales compared with
$73.8 million or 3.6% of sales in 2000 and $79.7 million or 4.0% of sales
in 1999. Basic and diluted earnings per share of $1.55 in 2001 compared to
$1.77 in 2000 and $1.91 in 1999. Several unusual items notably affected
net income and basic and diluted earnings per share in all three years as
previously noted in this report. Basic and diluted earnings per share are
computed using weighted-average shares outstanding. At the end of 2001,
the company had 27.2 million shares of common stock outstanding, a
reduction of 14.5 million shares compared to the prior year. The impact
from the company's large stock repurchase was partially realized in the
company's earnings per share results for 2001 and will be fully realized in
2002.
As of the end of the fiscal year, Weis Markets, Inc. operated 163 retail
food stores and 33 SuperPetz pet supply stores. The company currently
operates supermarkets in Pennsylvania, Maryland, New Jersey, New York,
Virginia and West Virginia. SuperPetz operates stores in Alabama, Georgia,
Indiana, Kentucky, Maryland, Michigan, North Carolina, Ohio, Pennsylvania,
South Carolina and Tennessee.
5
Weis Markets, Inc.
Liquidity and Capital Resources
Net cash provided by operating activities was $113.9 million in 2001
compared with $125.6 million in 2000 and $111.9 million in 1999. Accounts
payable increased $15.0 million in 2001 compared to 2000 due to improved
cash management. Accounts receivable decreased in 2000 after the sale of
the company's food service division. Working capital decreased 79.4% in
2001, increased 3.2% in 2000, and decreased 1.6% in 1999. The considerable
decline in working capital in the current year resulted from the sale of
most of the company's investment portfolio in order to fund the large
repurchase of common stock.
Net cash provided by investing activities during 2001 was $322.8 million
compared to $82.4 million used in 2000 and $70.0 million used in 1999. In
2000 and 1999, these funds were used primarily for the purchase of new
securities and the purchase of property and equipment. Property and
equipment purchases during fiscal 2001 totaled $48.1 million compared to
$56.3 million in 2000 and $86.7 million in 1999. Intangible and other
assets increased $13.4 million in 2000 with grocery store acquisitions. As
a percentage of sales, capital expenditures were 2.4%, 3.4% and 4.3% in
2001, 2000 and 1999, respectively.
The 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.
Company management estimates that its current development plans will
require an investment of approximately $67.4 million in 2002.
Net cash used in financing activities during 2001 was $446.8 million
compared to $44.4 million in 2000 and $44.8 million in 1999. The
repurchase and cancellation of 14.5 million shares of common stock in May
cost the company $434.3 million. The company entered into a bridge credit
agreement to provide funds for general corporate purposes in May of 2001.
The availability under the bridge loan is on a revolving basis with a final
maturity of March 29, 2002. As of December 29, 2001, the unused portion of
the credit line was $20 million. The company signed a commitment letter to
establish a three-year unsecured revolving credit facility in the amount of
$100 million to provide funds to refinance the bridge loan facility and for
general corporate purposes including working capital and letters of credit.
Management anticipates completion of this new long-term credit facility
before the March bridge loan maturity date.
Total cash dividend payments on common stock amounted to $1.08 per share
in 2001 compared to $1.06 in 2000 and $1.02 in 1999. Treasury stock
purchases in the last three years were minimal. The Board of Directors'
1996 resolution authorizing the purchase of 1,000,000 shares of treasury
stock has a remaining balance of 564,677 shares. The company has no other
commitment of capital resources as of December 29, 2001, other than the
lease commitments on its store facilities under operating leases that
expire at various dates up to 2024.
The company's earnings and cash flows are subject to fluctuations due to
changes in interest rates as they relate to available-for-sale securities
and long-term debt. The company's marketable securities currently consist
of Pennsylvania tax-free state and municipal bonds, U.S. Treasury
securities, equity securities and other short-term investments. The fair
value of the variable rate notes classified under long-term debt is
sensitive to changes in LIBOR.
By their nature, these financial instruments inherently expose the
holders to market risk. The extent of the company's interest rate and
other market risk is not quantifiable or predictable with precision due to
the variability of future interest rates and other changes in market
conditions. However, the company believes that its exposure in this area
is not material.
Under its current policies, the company invests primarily in high-grade
marketable securities and does not use interest rate derivative instruments
to manage exposure to interest rate fluctuations. Historically, the
company's principal investment strategy of obtaining marketable securities
with maturity dates between one and five years helps minimize market risk
and maintains a balance between risk and return. The equity securities
owned by the company consist primarily of stock held in large capitalized
companies trading on public security exchange markets. Weis Markets'
management continually monitors the risk associated with its marketable
securities. A quantitative tabular presentation of risk exposure is
located in item 7A.
Forward-Looking Statements
In addition to historical information, this Annual Report may contain
forward-looking statements. 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.
6
Weis Markets, Inc.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk:
Quantitative Disclosures About Market Risk
(dollars in thousands) Expected Maturity Dates Fair Value
December 29, 2001 2002 2003 2004 2005 2006 Thereafter Total Dec. 29, 2001
Rate sensitive assets:
Fixed interest rate securities $ 15 $ 1,000 $ 1,500 $ --- $ --- $ --- $ 2,515 $ 2,584
Average interest rate 4.97% 4.48% 4.40% --- --- --- 4.73%
Variable interest rate securities $ 11,930 --- --- --- --- --- $ 11,930 $ 11,930
Average interest rate 2.80% --- --- --- --- --- 2.80%
Rate sensitive liabilities:
Variable interest rate securities $ 25,000 $ --- $ --- $ --- $ --- $ --- $ 25,000 $ 25,000
Average interest rate 3.00% --- --- --- --- --- 3.00%
(dollars in thousands) Expected Maturity Dates Fair Value
December 30, 2000 2001 2002 2003 2004 2005 Thereafter Total Dec. 30, 2000
Rate sensitive assets:
Fixed interest rate securities $ 301,531 $ 29,675 $ 20,920 $ 13,850 $ 25,820 $ --- $ 391,796 $ 392,405
Average interest rate 4.29% 4.30% 4.30% 4.33% 4.43% --- 4.31%
Variable interest rate securities $ 1,446 $ --- $ --- $ --- $ --- $ --- $ 1,446 $ 1,446
Average interest rate 4.00% --- --- --- --- --- 4.00%
Other relevant market risks
The company's equity securities at December 30, 2000 had a cost basis of
$3,131,000 and a fair value of $16,367,000. The dividend yield realized on
these equity investments was 2.52% in 2000. The company's equity
securities at December 29, 2001 had a cost basis of $3,125,000 and a fair
value of $14,161,000. The dividend yield realized on these equity
investments was 2.90% in 2001. Market risk, as it relates to equities
owned by the company, is discussed within the "Liquidity and Capital
Resources" section of "Management's Discussion and Analysis of Financial
Condition and Results of Operations" contained within item 7.
7
Weis Markets, Inc.
Item 8. Financial Statements and Supplementary Data:
Consolidated Balance Sheets
(dollars in thousands)
December 29, 2001 and December 30, 2000 2001 2000
______________________________________________________________________________
Assets
Current:
Cash $ 3,255 $ 3,389
Marketable securities 28,675 410,218
Accounts receivable, net 26,530 25,080
Inventories 169,952 168,541
Prepaid expenses 8,294 6,821
Income taxes recoverable 3,395 3,144
______________________________________________________________________________
Total current assets 240,101 617,193
______________________________________________________________________________
Property and equipment, net 439,977 441,819
Intangible and other assets, net 24,107 26,892
______________________________________________________________________________
$ 704,185 $ 1,085,904
==============================================================================
Liabilities
Current:
Accounts payable $ 98,382 $ 78,162
Accrued expenses 11,043 18,360
Accrued self-insurance 15,040 12,959
Payable to employee benefit plans 8,672 8,663
Deferred income taxes 4,633 2,143
______________________________________________________________________________
Total current liabilities 137,770 120,287
______________________________________________________________________________
Deferred income taxes 16,051 17,731
Long-term debt 25,000 ---
______________________________________________________________________________
Shareholders' Equity
Common stock, no par value,
100,800,000 shares authorized,
32,978,037 and 47,453,979 shares
issued, respectively 7,630 7,594
Retained earnings 648,522 1,069,986
Accumulated other comprehensive income
(Net of deferred taxes of $4,595 in 2001
and $5,166 in 2000) 6,479 7,284
______________________________________________________________________________
662,631 1,084,864
Treasury stock at cost, 5,774,830 and
5,766,122 shares, respectively (137,267) (136,978)
______________________________________________________________________________
Total shareholders' equity 525,364 947,886
______________________________________________________________________________
$ 704,185 $ 1,085,904
==============================================================================
See accompanying notes to consolidated financial statements.
8
Weis Markets, Inc.
Consolidated Statements of Income
(dollars in thousands, except per share amounts)
For the Fiscal Years Ended December 29, 2001,
December 30, 2000 and December 25, 1999 2001 2000 1999
______________________________________________________________________________
Net sales $ 1,988,246 $ 2,060,976 $ 2,004,947
Cost of sales, including warehousing
and distribution expenses 1,457,066 1,518,113 1,496,375
______________________________________________________________________________
Gross profit on sales 531,180 542,863 508,572
Operating, general and
administrative expenses 468,240 462,780 415,537
______________________________________________________________________________
Income from operations 62,940 80,083 93,035
Investment income 9,860 18,557 19,892
Other income and expense 9,047 18,172 11,088
______________________________________________________________________________
Income before provision for
income taxes 81,847 116,812 124,015
Provision for income taxes 31,792 42,989 44,290
______________________________________________________________________________
Net income $ 50,055 $ 73,823 $ 79,725
==============================================================================
Weighted-average shares outstanding 32,298,696 41,695,347 41,718,188
Cash dividends per share $ 1.08 $ 1.06 $ 1.02
Basic and diluted earnings per share $ 1.55 $ 1.77 $ 1.91
______________________________________________________________________________
See accompanying notes to consolidated financial statements.
9
Weis Markets, Inc.
Consolidated Statements of Shareholders' Equity
Accumulated
(dollars in thousands) Other Total
For the Fiscal Years Ended December 29, 2001, Common Retained Comprehensive Treasury Shareholders'
December 30, 2000 and December 25, 1999 Stock Earnings Income Stock Equity
_______________________________________________________________________________________________________________________
Balance at December 26, 1998 $ 7,471 $ 1,003,170 $ 14,436 $ (134,436) $ 890,641
Net income --- 79,725 --- --- 79,725
Other comprehensive income --- --- (7,093) --- (7,093)
____________
Comprehensive income 72,632
____________
Shares issued for options (3,300 shares) 88 --- --- --- 88
Treasury stock purchased (67,269 shares) --- --- --- (2,343) (2,343)
Dividends paid --- (42,541) --- --- (42,541)
________________________________________________________________________________________________________________________
Balance at December 25, 1999 7,559 1,040,354 7,343 (136,779) 918,477
Net income --- 73,823 --- --- 73,823
Other comprehensive income --- --- (59) --- (59)
____________
Comprehensive income 73,764
____________
Shares issued for options (1,250 shares) 35 --- --- --- 35
Treasury stock purchased (5,268 shares) --- --- --- (199) (199)
Dividends paid --- (44,191) --- --- (44,191)
________________________________________________________________________________________________________________________
Balance at December 30, 2000 7,594 1,069,986 7,284 (136,978) 947,886
Net income --- 50,055 --- --- 50,055
Other comprehensive income --- --- (805) --- (805)
____________
Comprehensive income 49,250
____________
Shares issued for options (1,300 shares) 36 --- --- --- 36
Shares purchased and cancelled (14,477,242 shares) --- (434,317) --- --- (434,317)
Treasury stock purchased (8,708 shares) --- --- --- (289) (289)
Dividends paid --- (37,202) --- --- (37,202)
________________________________________________________________________________________________________________________
Balance at December 29, 2001 $ 7,630 $ 648,522 $ 6,479 $ (137,267) $ 525,364
========================================================================================================================
See accompanying notes to consolidated financial statements.
10
Weis Markets, Inc.
Consolidated Statements of Cash Flows
(dollars in thousands)
For the Fiscal Years Ended December 29, 2001,
December 30, 2000 and December 25, 1999 2001 2000 1999
______________________________________________________________________________
Cash flows from operating activities:
Net income $ 50,055 $ 73,823 $ 79,725
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 43,755 44,169 41,097
Amortization 7,222 6,682 5,179
(Gain) loss on sale of fixed assets 1,629 (5,913) (525)
Gain on sale of other assets --- --- (3,413)
Gain on sale of marketable securities (570) (1,279) (123)
Changes in operating assets and liabilities:
Increase in inventories (1,411) (1,395) (8,208)
(Increase) decrease in accounts receivable
and prepaid expenses (2,923) 8,508 (2,695)
(Increase) decrease in income
taxes recoverable (251) 1,194 (4,338)
Increase (decrease) in accounts payable and
other liabilities 14,993 (2,696) 11,399
Decrease in income taxes payable --- --- (6,421)
Increase in deferred income taxes 1,381 2,472 209
______________________________________________________________________________
Net cash provided by operating activities 113,880 125,565 111,886
______________________________________________________________________________
Cash flows from investing activities:
Purchase of property and equipment (48,046) (56,331) (86,660)
Proceeds from the sale of property
and equipment 86 11,714 1,641
Proceeds from the sale of other assets --- --- 8,012
Purchase of marketable securities (299,064) (259,574) (62,565)
Proceeds from maturities of
marketable securities 556,141 108,154 69,479
Proceeds from sale of
marketable securities 123,660 127,043 125
Increase in intangible and other assets (19) (13,379) ---
______________________________________________________________________________
Net cash provided by (used in) investing
activities 322,758 (82,373) (69,968)
______________________________________________________________________________
Cash flows from financing activities:
Proceeds from long-term debt, net 25,000 --- ---
Proceeds from issuance of common stock 36 35 88
Dividends paid (37,202) (44,191) (42,541)
Purchase and cancellation of stock (434,317) --- ---
Purchase of treasury stock (289) (199) (2,343)
______________________________________________________________________________
Net cash used in financing activities (446,772) (44,355) (44,796)
______________________________________________________________________________
Net decrease in cash (134) (1,163) (2,878)
Cash at beginning of year 3,389 4,552 7,430
______________________________________________________________________________
Cash at end of year $ 3,255 $ 3,389 $ 4,552
==============================================================================
See accompanying notes to consolidated financial statements.
11
Weis Markets, Inc.
Notes to Consolidated Financial Statements
Note 1 Summary of Significant Accounting Policies
The following is a summary of the significant accounting policies utilized
in preparing the company's consolidated financial statements:
(a) Description of Business
Weis Markets, Inc. is a Pennsylvania business corporation formed in 1924.
The company is engaged principally in the retail sale of food and pet
supplies in Pennsylvania and surrounding states. There was no material
change in the nature of the company's business during fiscal 2001.
(b) Definition of Fiscal Year
The company's fiscal year ends on the last Saturday in December. Fiscal
2001, 2000 and 1999 were comprised of 52 weeks, 53 weeks and 52 weeks,
respectively.
(c) Principles of Consolidation
The consolidated financial statements include the accounts of the company
and its subsidiaries. All significant intercompany accounts and
transactions have been eliminated in consolidation.
(d) Marketable Securities
Marketable securities consist of Pennsylvania tax-free state and municipal
bonds, U.S. Treasury securities, U.S. Government federal agency notes,
equity securities and other short-term investments. By policy, the company
invests primarily in high-grade marketable securities. The company
classifies all of its marketable securities as available-for-sale.
Available-for-sale securities are recorded at fair value as determined
by quoted market price. Unrealized holding gains and losses, net of the
related tax effect, are excluded from earnings and are reported as a
separate component of shareholders' equity until realized. A decline in
the market value below cost that is deemed other than temporary results in
a charge to earnings and the establishment of a new cost basis for the
security. Dividend and interest income is recognized when earned.
Realized gains and losses are included in earnings and are derived using
the specific identification method for determining the cost of securities.
(e) Inventories
Inventories are valued at the lower of cost or market, using both the last-
in, first-out (LIFO) and average cost methods.
(f) Property and Equipment
Property and equipment are carried at cost. Depreciation is provided on
the cost of buildings and improvements and equipment principally using
accelerated methods. Leasehold improvements are amortized over the terms
of the leases or the useful lives of the assets, whichever is shorter.
Maintenance and repairs are expensed and renewals and betterments are
capitalized. When assets are retired or otherwise disposed of, the assets
and accumulated depreciation are removed from the respective accounts and
any profit or loss on the disposition is credited or charged to income.
(g) Intangible Assets
Intangible assets are generally amortized over periods ranging from 15 to
20 years.
(h) Insurance Programs
The company maintains self-insurance programs for the majority of its
employee health care benefits and workers compensation claims. Self-
insurance costs are accrued based upon the aggregate of the liability for
reported claims and an estimated liability for claims incurred but not
reported. The company is liable for employee health claims up to a
lifetime aggregate of $1,000,000 per member and for workers compensation
claims up to $1,000,000 per claim. Property and casualty insurance
coverage is maintained with outside carriers at deductible or retention
levels ranging from $0 to $500,000.
12
Weis Markets, Inc.
(i) Incentive Plans
The company has elected to follow the Accounting Principles Board's Opinion
No. 25, "Accounting for Stock Issued to Employees" (APB 25) and related
Interpretations in accounting for its employee stock options because the
alternative fair value accounting provided for under FASB Statement No.
123, "Accounting for Stock-Based Compensation," (Statement No. 123)
requires use of option valuation models that were not developed for use in
valuing employee stock options. The effect of applying Statement No. 123's
fair value method to the company's stock-based awards results in pro forma
net income and earnings per share that are not materially different from
amounts reported.
(j) Income Taxes
Under the asset and liability method of the FASB Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" (Statement No.
109), deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective
tax bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.
(k) Revenue Recognition
Revenues from the sale of products to the company's customers are
recognized at the point of sale.
(l) Advertising Costs
The company expenses advertising costs as incurred. The company recorded
advertising expense of $26.3 million in 2001, $25.4 million in 2000 and
$22.9 million in 1999.
(m) New Accounting Standards
As of December 30, 2001, the company adopted Emerging Issues Task Force
Issue Nos. 00-14, "Accounting for Certain Sales Incentives;" 00-22,
"Accounting for 'Points' and Certain Other Time-Based or Volume-Based Sales
Incentives Offers, and Offers for Free Products or Services to Be Delivered
in the Future;" and 00-25, "Vendor Income Statement Characterization of
Consideration from a Vendor to a Retailer" (EITF Issues). These EITF
Issues establish new rules for accounting for certain sales incentives,
loyalty programs and vendor contracts; however, the adoption of these EITF
Issues will not have an impact on the company's net income or shareholders'
equity. These EITF Issues require certain sales incentives, which prior to
adoption were reported as expenses or costs of goods sold, to be classified
as a reduction of revenue. Prior year financial statements will be
reclassified to conform to the requirements of these EITF Issues.
In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, "Business Combinations" (Statement
No. 141) and No. 142, "Goodwill and Other Intangible Assets" (Statement
No. 142) effective for fiscal years beginning after December 15, 2001.
Under the new rules, goodwill and intangible assets deemed to have
indefinite lives will no longer be amortized but will be subject to annual
impairment tests in accordance with the statements. Other intangible
assets will continue to be amortized over their useful lives.
The company will apply Statement No. 142 beginning in the first quarter of
fiscal 2002. Application of the statement is expected to result in an
increase in pre-tax income of approximately $1.4 million for fiscal 2002
due to the elimination of amortization of goodwill. During fiscal 2002,
the company will perform the required impairment tests of goodwill. The
company has not yet determined what the effect of these impairment tests
will be on the earnings and financial position of the company.
(n) Earnings Per Share
Basic and diluted earnings per share are the same amounts for each period
presented.
(o) Use of Estimates
Management of the company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities to prepare these financial statements in
conformity with generally accepted accounting principles. Actual results
could differ from those estimates.
13
Weis Markets, Inc.
Note 2 Marketable Securities
Marketable securities, as of December 29, 2001 and December 30, 2000,
consisted of:
Gross Gross
Unrealized Unrealized
(dollars in thousands) Amortized Holding Holding Fair
December 29, 2001 Cost Gains Losses Value
______________________________________________________________________________
Available-for-sale:
Pennsylvania state and municipal bonds $ 1,524 $ --- $ --- $ 1,524
U.S. Treasury securities 1,022 38 --- 1,060
Equity securities 3,125 11,036 --- 14,161
Other short-term investments 11,930 --- --- 11,930
______________________________________________________________________________
$ 17,601 $ 11,074 $ --- $ 28,675
==============================================================================
Gross Gross
Unrealized Unrealized
(dollars in thousands) Amortized Holding Holding Fair
December 30, 2000 Cost Gains Losses Value
______________________________________________________________________________
Available-for-sale:
Pennsylvania state and municipal bonds $ 145,075 $ 90 $ 884 $ 144,281
U.S. Treasury securities 1,022 8 --- 1,030
U.S. Government federal agency notes 247,094 --- --- 247,094
Equity securities 3,131 13,236 --- 16,367
Other short-term investments 1,446 --- --- 1,446
______________________________________________________________________________
$ 397,768 $ 13,334 $ 884 $ 410,218
==============================================================================
Maturities of marketable securities classified as available-for-sale at
December 29, 2001, were as follows:
Amortized Fair
(dollars in thousands) Cost Value
______________________________________________________________________
Available-for-sale:
Due within one year $ 11,945 $ 11,945
Due after one year through five years 2,531 2,569
Equity securities 3,125 14,161
______________________________________________________________________
$ 17,601 $ 28,675
======================================================================
See additional disclosures regarding marketable securities in notes 1(d)
and 12.
14
Weis Markets, Inc.
Note 3 Inventories
Merchandise inventories, as of December 29, 2001 and December 30, 2000,
were valued as follows:
(dollars in thousands) 2001 2000
______________________________________________________________________________
LIFO $ 134,544 $ 135,632
Average cost 35,408 32,909
______________________________________________________________________________
$ 169,952 $ 168,541
==============================================================================
If all inventories were valued on the average cost method, which
approximates current cost, total inventories would have been $41,014,000
and $42,908,000 higher than as reported on the above methods as of December
29, 2001 and December 30, 2000, respectively.
Although management believes the use of the LIFO method for valuing
certain inventories represents the most appropriate matching of costs and
revenues in the company's circumstances, the following summary of net
income and per share amounts based on the use of the average cost method
for valuing all inventories is presented for comparative purposes.
(dollars in thousands,
except per share amounts) 2001 2000 1999
_________________________________________________________________________
Net income $ 48,947 $ 73,477 $ 79,368
Basic and diluted
earnings per share $ 1.52 $ 1.76 $ 1.90
=========================================================================
Note 4 Property and Equipment
Property and equipment, as of December 29, 2001 and December 30, 2000,
consisted of:
Useful Life
(dollars in thousands) (in years) 2001 2000
______________________________________________________________________________
Land $ 69,103 $ 63,341
Buildings and improvements 10-60 325,775 312,462
Equipment 3-12 475,472 462,079
Leasehold improvements 5-20 99,692 97,310
______________________________________________________________________________
Total, at cost 970,042 935,192
Less accumulated depreciation
and amortization 530,065 493,373
______________________________________________________________________________
$ 439,977 $ 441,819
==============================================================================
15
Weis Markets, Inc.
Note 5 Lease Commitments
At December 29, 2001, the company leased approximately 59% of its open
store facilities under operating leases that expire at various dates up to
2024. These leases generally provide for fixed annual rentals; however,
several provide for minimum annual rentals plus contingent rentals as a
percentage of annual sales and a number of leases require the company to
pay for all or a portion of insurance, real estate taxes, water and sewer
rentals, and repairs, the cost of which is charged to the related expense
category rather than being accounted for as rent expense. Most of the
leases contain multiple renewal options, under which the company may extend
the lease terms from 5 to 20 years.
Rent expense on all leases consisted of:
(dollars in thousands) 2001 2000 1999
______________________________________________________________________________
Minimum annual rentals $ 29,706 $ 27,685 $ 25,794
Contingent rentals 219 297 286
______________________________________________________________________________
$ 29,925 $ 27,982 $ 26,080
==============================================================================
The following is a schedule by year of future minimum rental payments
required under operating leases that have initial or remaining non-
cancelable lease terms in excess of one year as of December 29, 2001.
(dollars in thousands)
______________________________________________________________________________
2002 $ 28,861
2003 28,122
2004 26,892
2005 23,415
2006 21,370
Thereafter 155,982
______________________________________________________________________________
$ 284,642
==============================================================================
The company has $1,435,000 accrued for future minimum rental payments
due on previously closed stores, reduced by the estimated sub-rental income
to be received. The future minimum rental payments required under
operating leases for these locations are included in the above schedule.
As of December 29, 2001, the future minimum rentals to be received under
non-cancelable leases and subleases were $5,431,000.
Note 6 Retirement Plans
The company has a contributory retirement savings plan (401(k)) covering
substantially all full-time employees, a noncontributory profit-sharing
plan covering eligible employees, a noncontributory employee stock bonus
plan covering eligible employees and two supplemental retirement plans
covering certain officers of the company. An eligible employee as defined
in the Weis Markets, Inc. Profit Sharing Plan includes salaried employees,
store management and administrative support personnel. The company's
policy is to fund 401(k), profit-sharing and stock bonus costs accrued, but
not supplemental retirement costs. Contributions to the 401(k) plan, the
profit-sharing plan and the stock bonus plan are made at the sole
discretion of the company.
The company's supplemental retirement plans provide for the payment of
specific amounts of annual retirement benefits to the officers or to their
beneficiaries over an actuarially computed normal life expectancy. The
actuarial present value of accumulated benefits amounted to $7,551,000 and
$7,536,000 at December 29, 2001 and December 30, 2000, respectively.
Retirement plan costs amounted to:
(dollars in thousands) 2001 2000 1999
___________________________________________________________________________
Retirement savings plan $ 955 $ 945 $ 907
Profit-sharing plan 850 850 850
Employee stock bonus plan 40 40 40
Supplemental retirement plans 303 617 600
___________________________________________________________________________
$ 2,148 $ 2,452 $ 2,397
===========================================================================
The company has no other post-retirement benefit plans.
16
Weis Markets, Inc.
Note 7 Incentive Plans
(a) Stock Option Plan
The company has an incentive stock option plan for officers and other key
employees under which 191,039 shares of common stock are reserved for
issuance at December 29, 2001. Under the terms of the plan, option prices
are 100% of the "fair market value" of the shares on the date granted.
Options granted are immediately exercisable and expire ten years after date
of grant.
Changes during the three years ended December 29, 2001, in options
outstanding under the plan were as follows:
Weighted-Average Shares
Exercise Price Under Option
____________________________________________________________________________
Balance, December 26, 1998 $31.14 59,618
Granted $37.53 41,761
Exercised $26.79 (3,300)
Forfeited $31.46 (12,359)
____________________________________________________________________________
Balance, December 25, 1999 $34.37 85,720
Granted $35.13 35,450
Exercised $27.30 (1,250)
Forfeited $33.53 (3,400)
____________________________________________________________________________
Balance, December 30, 2000 $34.70 116,520
Granted $32.72 5,750
Exercised $27.81 (1,300)
Forfeited $35.40 (950)
____________________________________________________________________________
Balance, December 29, 2001 $34.68 120,020
============================================================================
Exercise prices for options outstanding as of December 29, 2001 ranged
from $26.25 to $37.94. The weighted-average remaining contractual life of
those options is 5.9 years. As of December 29, 2001, all options are
exercisable.
(b) Company Appreciation Plan
Under the company appreciation plan, officers and other employees are
awarded rights equivalent to shares of company common stock. At the
maturity date, usually one year after the date of award, the value of any
appreciation from the original date of issue is paid in cash to the
participants.
During 2001, 2000 and 1999, 20,100, 56,750 and 55,200 rights,
respectively, were awarded under the program. Earnings were credited
$188,000 in 2001, credited $95,000 in 2000 and charged $295,000 in 1999 for
appropriate changes to the accrued expense for this plan.
Note 8 Long-Term Debt
The company entered into an unsecured $60 million bridge credit agreement
on May 7, 2001, to provide funds for general corporate purposes. The
availability under the bridge credit agreement, which was reduced to $45
million on November 15, 2001, is on a revolving basis with a final maturity
of March 29, 2002. As of December 29, 2001, the unused portion of the
facility was $20 million, of which the company incurs a commitment fee of
.25% on the unused balance. The debt amount outstanding at December 29,
2001 is classified as long-term based upon management's intent to refinance
under this facility.
On June 18, 2001, the company signed a commitment letter to establish a
three-year unsecured revolving credit facility in the amount of $100
million to provide funds to repay the bridge loan facility and for general
corporate purposes including working capital and letters of credit.
Management anticipates completion of this new long-term credit facility
before the March bridge loan maturity date.
The weighted-average interest rate for funds borrowed via the credit
facility was 3.0% as of December 29, 2001.
17
Weis Markets, Inc.
Note 9 Income Taxes
The provision for income taxes consists of:
(dollars in thousands) 2001 2000 1999
__________________________________________________________________________
Currently payable:
Federal $ 26,637 $ 31,367 $ 31,998
State 3,773 9,150 12,083
Deferred:
Federal 1,005 2,151 1,546
State 377 321 (1,337)
__________________________________________________________________________
$ 31,792 $ 42,989 $ 44,290
==========================================================================
The following is a reconciliation between the applicable income tax
expense and the amount of income taxes that would have been provided at the
Federal statutory rate. The statutory rate was 35% in 2001, 2000 and 1999.
(dollars in thousands) 2001 2000 1999
__________________________________________________________________________
Tax at statutory rate $ 28,646 $ 40,884 $ 43,405
State income taxes, net
of federal income tax benefit 2,697 5,204 7,282
Other (principally tax-exempt
investment income in 2000 and 1999) 449 (3,099) (6,397)
__________________________________________________________________________
Actual provision (effective tax
rate 38.8%, 36.8% and 35.7%,
respectively) $ 31,792 $ 42,989 $ 44,290
==========================================================================
Cash paid for income taxes was $30,051,000, $39,729,000 and $52,809,000 in
2001, 2000 and 1999, respectively.
The tax effects of temporary differences that give rise to deferred tax
assets and deferred tax liabilities at December 29, 2001 and December 30,
2000, are presented below:
(dollars in thousands) 2001 2000
___________________________________________________________________
Deferred tax assets:
Accounts receivable $ 675 $ 858
Compensated absences 680 692
Employee benefit plans 4,852 4,606
General liability insurance 1,699 1,178
Litigation settlement --- 2,033
Nondeductible accruals and other 310 306
___________________________________________________________________
Total deferred tax assets 8,216 9,673
___________________________________________________________________
Deferred tax liabilities:
Inventories (8,254) (6,650)
Unrealized gain on marketable securities (4,595) (5,166)
Depreciation (16,051) (17,731)
___________________________________________________________________
Total deferred tax liabilities (28,900) (29,547)
___________________________________________________________________
Net deferred tax liability $ (20,684) $ (19,874)
___________________________________________________________________
Current deferred liability - net $ (4,633) $ (2,143)
Noncurrent deferred liability - net (16,051) (17,731)
___________________________________________________________________
Net deferred tax liability $ (20,684) $ (19,874)
===================================================================
18
Weis Markets, Inc.
Note 10 Comprehensive Income
(dollars in thousands) 2001 2000 1999
_____________________________________________________________________________
Net income $ 50,055 $ 73,823 $ 79,725
Other comprehensive income by
component, net of tax: Unrealized
holding gains (losses) arising during
period(Net of deferred taxes of $335,
$488 and $(5,031), respectively) (471) 690 (7,093)
Reclassification adjustment for gains
included in net income(Net of deferred
taxes of $236, $530 and $0, respectively) (334) (749) ---
_____________________________________________________________________________
Other comprehensive income, net of tax (805) (59) (7,093)
_____________________________________________________________________________
Comprehensive income $ 49,250 $ 73,764 $ 72,632
=============================================================================
Note 11 Summary of Quarterly Results (Unaudited)
Quarterly financial data for 2001 and 2000 are as follows:
(dollars in thousands,
except per share amounts) Thirteen Weeks Ended
______________________________________________________________________________
Mar. 31, 2001 June 30, 2001 Sep. 29, 2001 Dec. 29, 2001
______________________________________________________________________________
Net sales $ 489,095 $ 492,414 $ 498,832 $ 507,905
Gross profit on sales 130,186 131,195 135,854 133,945
Net income 17,194 8,706 11,703 12,452
Basic and diluted
earnings per share .41 .26 .43 .46
Fourteen
(dollars in thousands, Weeks
except per share amounts) Thirteen Weeks Ended Ended
______________________________________________________________________________
Mar. 25, 2000 June 24, 2000 Sep. 23, 2000 Dec. 30, 2000
______________________________________________________________________________
Net sales $ 519,750 $ 508,957 $ 485,875 $ 546,394
Gross profit on sales 130,063 134,878 133,326 144,596
Net income 17,878 21,658 19,103 15,184
Basic and diluted
earnings per share .43 .52 .46 .36
Note 12 Fair Value Information
The carrying amounts for cash, accounts receivable and accounts payable
approximate fair value because of the short maturities of these
instruments. The fair values of the company's marketable securities, as
disclosed in Note 2, are based on quoted market prices. The carrying
amount for long-term debt approximates fair value based upon the company's
incremental borrowing rates.
Note 13 Acquisitions
On January 17, 2000 and January 31, 2000, the company acquired two stores
located in central Pennsylvania and two stores in Maryland from Fleming
Food Companies, Inc. On February 22, 1999, the company acquired four
stores located in central Pennsylvania from Penn Traffic, Inc. These
acquisitions were cash-only transactions accounted for by the purchase
method. Goodwill arising from these transactions, which is not material,
is currently amortized over a 15-year period on a straight-line basis.
Note 14 Contingencies
The company is involved in various legal actions arising out of the normal
course of business. In the opinion of management, the ultimate disposition
of these matters will not have a material adverse effect on the company's
consolidated financial position, results of operations or liquidity.
19
Weis Markets, Inc.
Report of Independent Auditors
The Board of Directors and Shareholders
Weis Markets, Inc.
Sunbury, Pennsylvania
We have audited the accompanying consolidated balance sheets of Weis
Markets, Inc. as of December 29, 2001 and December 30, 2000, and the
related consolidated statements of income, shareholders' equity and cash
flows for each of the three years in the period ended December 29, 2001.
These financial statements are the responsibility of the company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of Weis Markets, Inc. at December 29, 2001 and December 30, 2000,
and the consolidated results of its operations and its cash flows for each
of the three years in the period ended December 29, 2001, in conformity
with accounting principles generally accepted in the United States.
Harrisburg, PA Ernst & Young LLP
January 31, 2002
20
Weis Markets, Inc.
PART III
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure:
None.
Item 10. Directors and Executive Officers of the Registrant:
"Election of Directors" on pages 5 and 6 of the Weis Markets, Inc.
definitive proxy statement dated March 8, 2002 is incorporated herein by
reference.
Officers not listed in the Weis Markets, Inc. definitive proxy statement
dated March 8, 2002:
Robert P. Hermanns. The company hired Mr. Hermanns in 2001 as Vice
President Chief Operating Officer. Mr. Hermanns served as Chief Executive
Officer of Shopeze in 1999 and 2000 and was Chief Operating Officer for
Procurement and Logistics at American Stores Company from 1995 through
1997.
Edward W. Rakoskie, Jr. The company has employed Mr. Rakoskie since 1962
in various operations positions. Mr. Rakoskie served as Vice President
Store Operations from 1995 through 1997 and was promoted to Vice President
of Operations in 1998.
Section 16(a) Beneficial Ownership Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires that directors
and officers of the Company and beneficial owners of more than 10% of its
Common Stock file reports with the Securities and Exchange Commission with
respect to changes in their beneficial ownership of equity securities of the
company. Ellen W. P. Wasserman became a ten percent owner, on May 7th 2001,
due to the company buy back of 14,447,242 shares from the family members of the
late Sigfried Weis. The required Form 3 was not filed within 10 days of the
event, but was filed at a later date. Mrs. Wasserman's ownership was reported
correctly in the Company Proxy Statement dated May 28, 2001.
Item 11. Executive Compensation:
"Committees of the Board and Meeting Attendance," Compensation Committee
Interlocks and Insider Participation," "Summary Compensation Table,"
"Option/SAR Grants in Last Fiscal Year," "Aggregated Option/SAR Exercises
in Last Fiscal Year and FY-End Option/SAR Values," "Board Compensation
Committee Report on Executive Compensation," "Shareholder Return
Performance," "Comparative Five-Year Total Returns," and "Retirement
Plans," on pages 6 through 11 of the Weis Markets, Inc. definitive proxy
statement dated March 8, 2002 are incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management:
"Outstanding Voting Securities and Voting Rights" on page 4 of the Weis
Markets, Inc. definitive proxy statement dated March 8, 2002 is
incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions:
Other Arrangements: Central Properties, Inc., a Pennsylvania corporation
("Central Properties"), owns the land under a company store and an adjacent
parking lot in Lebanon, Pennsylvania. Central Properties leased these
properties to the company for $80,049 in 2001. The stockholders of Central
Properties include Michael M. Apfelbaum and certain of his family members,
Jonathan H. Weis and Robert F. Weis, each of whom is a director of the
company.
21
Weis Markets, Inc.
PART IV
Item 14. Exhibits, Financial Statements, Schedules and Reports on Form
8-K:
(a) See Part II Item 8 "Financial Statements and Supplementary
Data" contained within this document. All other schedules for
which provision is made in the applicable accounting regulation
of the Securities and Exchange Commission are not required
under the related instructions or are inapplicable and
therefore have been omitted.
(b) There were no reports on Form 8-K filed during the quarter
ended December 29, 2001.
(c) A listing of exhibits filed or incorporated by reference is as
follows:
Exhibit No.
3-A Articles of Incorporation
3-B By-Laws
10-A Profit Sharing Plan
10-B Stock Bonus Plan
10-C Company Appreciation Plan
10-D Stock Option Plan
10-E Supplemental Employee Retirement Plan
10-F Executive Employment Contract
21 Subsidiaries of the Registrant
Exhibits 10-A and 10-B have been filed as exhibits
under Part IV, Item 14(c) in Form 10-K for the fiscal
year ended December 31, 1994 and are incorporated
herein by reference.
The foregoing exhibits are available upon request
from the Secretary of the company at a fee of
$10.00 per copy.
22
Weis Markets, Inc.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 03/08/2002 /s/ Robert F. Weis
__________ ___________________________
Robert F. Weis
Chairman of the Board of
Directors,
and Treasurer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Date 03/08/2002 /s/ Robert F. Weis
__________ ___________________________
Robert F. Weis
Chairman of the Board of
Directors,
and Treasurer and Director
Date 03/08/2002 /s/ Norman S. Rich
__________ ___________________________
Norman S. Rich
President and Director
Date 03/08/2002 /s/ William R. Mills
__________ ___________________________
William R. Mills
Vice President Finance, Secretary
and Director
Date 03/08/2002 /s/ Jonathan H. Weis
__________ ___________________________
Jonathan H. Weis
Vice President Property
Management and Development
and Director
Date 03/07/2002 /s/ Richard E. Shulman
__________ ___________________________
Richard E. Shulman
Director
23
Weis Markets, Inc.
Date 03/08/2002 /s/ Michael M. Apfelbaum
__________ ___________________________
Michael M. Apfelbaum
Director
Date 03/07/2002 /s/ Steven C. Smith
__________ ___________________________
Steven C. Smith
Director
24
Weis Markets, Inc.
EXHIBIT 21
WEIS MARKETS, INC.
SUBSIDIARIES OF THE REGISTRANT
Percent
State of Owned by
Incorporation Registrant
Albany Public Markets, Inc. New York 100%
Dutch Valley Food Company, Inc. Pennsylvania 100%
King's Supermarkets, Inc. Pennsylvania 100%
Martin's Farm Market, Inc. Pennsylvania 100%
Shamrock Wholesale Distributors, Inc. Pennsylvania 100%
SuperPetz, LLC. Pennsylvania 100%
Weis Transportation, Inc. Pennsylvania 100%
WMK Financing, Inc. Delaware 100%
WMK Holdings, Inc. Delaware 100%
The consolidated financial statements include the accounts of the company
and its subsidiaries.
25