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 September 30, 2023

[ ]

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		24-0755415
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1000 S. Second Street
P. O. Box 471		17801-0471
Sunbury, Pennsylvania		(Zip Code)
(Address of principal executive offices)


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 every Interactive Data File required to be submitted 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 such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer [X]		Accelerated filer [ ]
Non-accelerated filer [ ]		Smaller reporting company [ ]
		Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

Securities registered pursuant to section 12(b) of the act:


Title of each class	Trading symbol	Name of exchange on which registered
Common stock, no par value	WMK	New York Stock Exchange

As of November 9, 2023, there were issued and outstanding 26,898,443 shares of the registrant’s common stock.

WEIS MARKETS, INC.

TABLE OF CONTENTS


FORM 10-Q		Page
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets		1
Consolidated Statements of Income		2
Consolidated Statements of Comprehensive Income		3
Consolidated Statements of Shareholders’ Equity		4
Consolidated Statements of Cash Flows		5
Notes to Consolidated Financial Statements		6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		10
Item 3. Quantitative and Qualitative Disclosures about Market Risk		18
Item 4. Controls and Procedures		18
Part II. Other Information
Item 6. Exhibits		19
Signatures		20
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

Table of Contents

WEIS MARKETS, INC.

PART I – FINANCIAL INFORMATION

ITEM I – FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

(unaudited)


(amounts in thousands, except shares)	September 30, 2023		December 31, 2022
Assets
Current:
Cash and cash equivalents	$	64,291	$	157,997
Marketable securities		219,718		186,419
SERP investment		24,131		22,696
Accounts receivable, net		64,509		50,863
Inventories		303,724		293,274
Prepaid expenses and other current assets		42,617		29,921
Total current assets		718,989		741,170
Property and equipment, net		963,295		970,913
Operating lease right-to-use		181,355		175,952
Goodwill		52,330		52,330
Intangible and other assets, net		18,850		18,785
Total assets	$	1,934,819	$	1,959,150

Liabilities
Current:
Accounts payable	$	144,725	$	206,849
Accrued expenses		37,987		57,431
Operating leases		38,563		43,527
Accrued self-insurance		17,159		19,416
Deferred revenue, net		8,915		11,774
Income taxes payable		6,436		6,354
Total current liabilities		253,786		345,351
Postretirement benefit obligations		26,317		25,270
Accrued self-insurance		23,547		23,712
Operating leases		148,344		142,424
Deferred income taxes		115,938		111,225
Other		8,570		9,334
Total liabilities		576,503		657,316
Shareholders’ Equity
Common stock, no par value, 100,800,000 shares authorized, 33,047,807 shares issued, 26,898,443 shares outstanding		9,949		9,949
Retained earnings		1,505,060		1,449,191
Accumulated other comprehensive income (loss) (Net of deferred taxes of $2,105 in 2023 and $2,342 in 2022)		(5,836)		(6,449)
		1,509,173		1,452,691
Treasury stock at cost, 6,149,364 shares		(150,857)		(150,857)
Total shareholders’ equity		1,358,316		1,301,834
Total liabilities and shareholders’ equity	$	1,934,819	$	1,959,150
See accompanying notes to Consolidated Financial Statements.

Table of Contents

WEIS MARKETS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)


		13 Weeks Ended			39 Weeks Ended
(amounts in thousands, except shares and per share amounts)		September 30, 2023		September 24, 2022		September 30, 2023		September 24, 2022
Net sales	$	1,160,306	$	1,150,551	$	3,483,975	$	3,389,853
Cost of sales, including advertising, warehousing and distribution expenses		874,583		862,908		2,613,417		2,516,311
Gross profit on sales		285,723		287,643		870,558		873,542
Operating, general and administrative expenses		256,050		253,985		762,644		750,066
Income from operations		29,673		33,658		107,914		123,476
Investment income (loss) and interest expense		1,409		(1,483)		7,715		(3,394)
Other income (expense)		774		1,214		(1,399)		4,805
Income before provision for income taxes		31,856		33,389		114,230		124,887
Provision for income taxes		8,630		4,731		30,925		28,574
Net income	$	23,226	$	28,658	$	83,305	$	96,313

Weighted-average shares outstanding, basic and diluted		26,898,443		26,898,443

SEC Form 10-Q filed by Weis Markets Inc.