UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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
(Exact name of registrant as specified in its charter)
| ||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
(Zip Code) | ||
(Address of principal executive offices) |
Registrant’s telephone number, including area code: ( | 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.
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).
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.
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
Securities registered pursuant to section 12(b) of the act:
As of August 7, 2025, there were
WEIS MARKETS, INC.
TABLE OF CONTENTS
FORM 10-Q |
| Page |
1 | ||
2 | ||
3 | ||
4 | ||
5 | ||
6 | ||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 14 | |
Item 3. Quantitative and Qualitative Disclosures about Market Risk | 22 | |
22 | ||
23 | ||
23 | ||
23 | ||
24 | ||
WEIS MARKETS, INC.
PART I – FINANCIAL INFORMATION
ITEM I – FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(amounts in thousands, except shares) |
| June 28, 2025 |
| December 28, 2024 | ||
Assets | ||||||
Current: | ||||||
Cash and cash equivalents | $ | | $ | | ||
Marketable securities | | | ||||
SERP investment | | | ||||
Accounts receivable, net | | | ||||
Inventories | | | ||||
Income taxes recoverable | | — | ||||
Prepaid expenses and other current assets | | | ||||
Total current assets | | | ||||
Property and equipment, net | | | ||||
Operating lease right-to-use | | | ||||
Goodwill | | | ||||
Intangible and other assets, net | | | ||||
Total assets | $ | | $ | | ||
Liabilities | ||||||
Current: | ||||||
Accounts payable | $ | | $ | | ||
Accrued expenses | | | ||||
Operating leases | | | ||||
Accrued self-insurance | | | ||||
Deferred revenue, net | | | ||||
Income taxes payable | — | | ||||
Total current liabilities | | | ||||
Postretirement benefit obligations | | | ||||
Accrued self-insurance | | | ||||
Operating leases | | | ||||
Deferred income taxes | | | ||||
Other | | | ||||
Total liabilities | | | ||||
Shareholders’ Equity | ||||||
Common stock, | | | ||||
Retained earnings | | | ||||
Accumulated other comprehensive income (loss) | ( | ( | ||||
| | |||||
Treasury stock at cost, | ( | ( | ||||
Total shareholders’ equity | | | ||||
Total liabilities and shareholders’ equity | $ | | $ | | ||
See accompanying notes to Condensed Consolidated Financial Statements. As of December 28, 2024, the number of shares outstanding was
1
WEIS MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
13 Weeks Ended | 26 Weeks Ended | ||||||||||||
(amounts in thousands, except shares and per share amounts) |
| June 28, 2025 |
| June 29, 2024 | June 28, 2025 | June 29, 2024 | |||||||
Net sales | $ | | $ | | $ | | $ | | |||||
Other revenue | | | | | |||||||||
Total revenue | | | | | |||||||||
Cost of sales, including advertising, warehousing and distribution expenses | | | | | |||||||||
Gross profit on sales | | | | | |||||||||
Operating, general and administrative expenses | | | | | |||||||||
Income from operations | | | | | |||||||||
Investment income (loss) and interest expense | | | | | |||||||||
Other income (expense) | ( | ( | ( | ( | |||||||||
Income before provision for income taxes | | | | | |||||||||
Provision for income taxes | | | | | |||||||||
Net income | $ | | $ | | $ | | $ | | |||||
Weighted-average shares outstanding, basic and diluted | | | | | |||||||||
Cash dividends per share | $ | | $ | | $ | | $ | | |||||
Basic and diluted earnings per share | $ | | $ | | $ | | $ | | |||||
See accompanying notes to Condensed Consolidated Financial Statements. The weighted average shares reflects the change in the number of shares outstanding after the purchase of
2
WEIS MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
13 Weeks Ended | 26 Weeks Ended | |||||||||||
(amounts in thousands) |
|
| June 28, 2025 |
|
| June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||
Net income | $ | | $ | | $ | | $ | | ||||
Other comprehensive income (loss) by component, net of tax: | ||||||||||||
Available-for-sale marketable securities | ||||||||||||
Unrealized holding gains (losses) arising during period | ( | | ( | ( | ||||||||
Other comprehensive income gain (loss), net of tax | ( | | ( | ( | ||||||||
Comprehensive income, net of tax | $ | | $ | | $ | | $ | | ||||
See accompanying notes to Condensed Consolidated Financial Statements.
3
WEIS MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(unaudited)
Accumulated | |||||||||||||||||||
(amounts in thousands, except shares) | Other | Total | |||||||||||||||||
For the Thirteen Weeks Ended | Common Stock | Retained | Comprehensive | Treasury Stock | Shareholders’ | ||||||||||||||
June 28, 2025 and June 29, 2024 | Shares | Amount | Earnings | Income (Loss) | Shares | Amount | Equity | ||||||||||||
Balance at March 29, 2025 |
| | $ | | $ | | $ | ( | | $ | ( | $ | | ||||||
Net income | — | — | | — | — | — | | ||||||||||||
Other comprehensive income (loss), net of tax | — | — | — | ( | — | — | ( | ||||||||||||
Dividends paid | — | — | ( | — | — | — | ( | ||||||||||||
Share purchase | — | — | — | — | | ( | ( | ||||||||||||
Balance at June 28, 2025 | | $ | | $ | | $ | ( | | $ | ( | $ | | |||||||
Balance at March 30, 2024 | | $ | | $ | | $ | ( | | $ | ( | $ | | |||||||
Net income | — | — | | — | — | — | | ||||||||||||
Other comprehensive income (loss), net of tax | — | — | - | | — | — | | ||||||||||||
Dividends paid | — | — | ( | — | — | — | ( | ||||||||||||
Balance at June 29, 2024 | | $ | | $ | | $ | ( | | $ | ( | $ | | |||||||
Accumulated | |||||||||||||||||||
(amounts in thousands, except shares) | Other | Total | |||||||||||||||||
For the Twenty-Six Weeks Ended | Common Stock | Retained | Comprehensive | Treasury Stock | Shareholders’ | ||||||||||||||
June 28, 2025 and June 29, 2024 |
| Shares |
| Amount |
| Earnings |
| Income (Loss) |
| Shares |
| Amount |
| Equity | |||||
Balance at December 28, 2024 |
| | $ | | $ | | $ | ( | | $ | ( | $ | | ||||||
Net income | — | — | | — | — | — | | ||||||||||||
Other comprehensive income (loss), net of tax | — | — | — | ( | — | — | ( | ||||||||||||
Dividends paid | — | — | ( | — | — | — | ( | ||||||||||||
Share purchase | — | — | — | — | | ( | ( | ||||||||||||
Balance at June 28, 2025 | | $ | | $ | | $ | ( | | $ | ( | $ | | |||||||
Balance at December 30, 2023 | | $ | | $ | | $ | ( | | $ | ( | $ | | |||||||
Net income | — | — | | — | — | — | | ||||||||||||
Other comprehensive income (loss), net of tax | — | — | — | ( | — | — | ( | ||||||||||||
Dividends paid | — | — | ( | — | — | — | ( | ||||||||||||
Balance at June 29, 2024 | | $ | | $ | | $ | ( | | $ | ( | $ | | |||||||
See accompanying notes to Condensed Consolidated Financial Statements.
4
WEIS MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
26 Weeks Ended | ||||||
(amounts in thousands) |
|
| June 28, 2025 |
|
| June 29, 2024 |
Cash flows from operating activities: | ||||||
Net income | $ | | $ | | ||
Adjustments to reconcile net income to | ||||||
net cash provided by operating activities: | ||||||
Depreciation and amortization | | | ||||
(Gain) loss on disposition of fixed assets | ( | | ||||
Unrealized (gain) loss in value of equity securities | ( | ( | ||||
Deferred income taxes | ( | ( | ||||
Unrealized (gain) loss in SERP | ( | ( | ||||
Changes in operating assets and liabilities: | ||||||
Inventories | ( | ( | ||||
Accounts receivable and prepaid expenses | ( | ( | ||||
Accounts payable and other liabilities | ( | ( | ||||
Income taxes | ( | | ||||
Other | ( | ( | ||||
Net cash provided by operating activities | | | ||||
Cash flows from investing activities: | ||||||
Purchase of property and equipment | ( | ( | ||||
Proceeds from the sale of property and equipment | | | ||||
Purchase of marketable securities | ( | ( | ||||
Proceeds from the sale and maturities of marketable securities | | | ||||
Acquisition of business | ( | — | ||||
Purchase of intangible assets | ( | ( | ||||
Change in SERP investment | | ( | ||||
Net cash used in investing activities | ( | ( | ||||
Cash flows from financing activities: | ||||||
Share purchase | ( | — | ||||
Dividends paid | ( | ( | ||||
Net cash used in financing activities | ( | ( | ||||
Net increase (decrease) in cash and cash equivalents | ( | ( | ||||
Cash and cash equivalents at beginning of year | | | ||||
Cash and cash equivalents at end of period | $ | | $ | | ||
See accompanying notes to Condensed Consolidated Financial Statements. In the first twenty-six weeks of 2025, there was $
5
WEIS MARKETS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(1) Significant Accounting Policies
Basis of Presentation: The accompanying unaudited Condensed 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 Condensed Consolidated 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
The Company regularly monitors recently issued accounting standards and assesses their applicability and future impact. The Company believes there are two accounting standard updates (ASU) that will have an impact on the Company’s disclosures.
In December 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), that is intended to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 requires disclosures of reconciliation of the expected tax at the applicable statutory federal income tax rate to the reported tax in a tabular format, using both percentages and amounts, broken out into specific categories with certain reconciling items of five percent or greater of the expected tax further broken out by nature and/or jurisdiction, disclosure of income taxes paid, net of refunds received, broken out between federal and state and local income taxes and payments to individual jurisdictions representing five percent or more of the total income tax payments must also be separately disclosed. The disclosures are effective for annual periods beginning after December 15, 2024, with early adoption permitted. The disclosures in ASU 2023-09 should be applied on a prospective basis. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"), which requires incremental disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The new guidance is effective for annual reporting periods after December 15, 2026, and interim periods with annual reporting periods beginning after December 15, 2027. Early adoption of ASU 2024-03 is permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.
(3) Marketable Securities
The Company’s marketable securities are all classified as available-for-sale within “Current Assets” in the Company’s Condensed Consolidated Balance Sheets. The FASB has established three levels of inputs that may be used to measure fair value:
Level 1Observable inputs such as quoted prices in active markets for identical assets or liabilities;
Level 2Observable inputs, other than Level 1 inputs in active markets, that are observable either directly or indirectly; and
Level 3Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.
6
WEIS MARKETS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The Company’s marketable securities valued using Level 1 inputs include highly liquid equity securities, for which quoted market prices are available. The Company’s bond and commercial paper portfolio is valued using a combination of pricing for similar securities, recently executed transactions, cash flow models with yield curves and other pricing models utilizing observable inputs, which are considered Level 2 inputs.
For Level 2 investment valuation, the Company utilizes standard pricing procedures of its investment advisory firm which includes various third-party pricing services. These procedures also require specific price monitoring practices as well as pricing review reports, valuation oversight and pricing challenge procedures to maintain the most accurate representation of investment fair market value.
The Company accrues interest on its bond and commercial paper portfolio throughout the life of each bond and commercial paper held. Unrealized gains and losses on debt securities are recognized in “Accumulated other comprehensive income (loss)” on the Company’s Condensed Consolidated Balance Sheets. Dividends from the equity securities are recognized as received. Interest, dividends and unrealized gains and losses on equity securities are recognized in “Investment income (loss) and interest expense” on the Company’s Condensed Consolidated Statements of Income. In the thirteen weeks ended June 28, 2025, the Company recognized investment income of $
Marketable securities, as of June 28, 2025 and December 28, 2024, consisted of:
Gross | Gross | |||||||||||
(amounts in thousands) | Amortized | Unrealized | Unrealized | Fair | ||||||||
June 28, 2025 |
| Cost |
| Holding Gains |
| Holding Losses |
| Value | ||||
Available-for-sale: | ||||||||||||
Level 1 | ||||||||||||
$ | | |||||||||||
Level 2 | ||||||||||||
$ | | $ | | $ | ( | | ||||||
Total | $ | | $ | | $ | ( | $ | | ||||
Gross | Gross | |||||||||||
(amounts in thousands) | Amortized | Unrealized | Unrealized | Fair | ||||||||
December 28, 2024 |
| Cost |
| Holding Gains |
| Holding Losses |
| Value | ||||
Available-for-sale: | ||||||||||||
Level 1 | ||||||||||||
$ | | |||||||||||
Level 2 | ||||||||||||
$ | | $ | | $ | ( | | ||||||
| | — | | |||||||||
Total | $ | | $ | | $ | ( | $ | | ||||
7
WEIS MARKETS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Maturities of marketable securities classified as available-for-sale at June 28, 2025, were as follows:
Amortized | Fair | |||||
(amounts in thousands) |
| Cost |
| Value | ||
Available-for-sale: | ||||||
Due within one year | $ | | $ | | ||
Due after one year through five years | | | ||||
Due after five years through ten years | | | ||||
Due after ten years | | | ||||
Total | $ | | $ | | ||
SERP Investments
The Company also maintains a non-qualified supplemental executive retirement plan for certain of its employees which allows them to defer income to future periods. Participants in the plans earn a return on their deferrals based on mutual fund investments. The Company chooses to invest in the underlying mutual fund investments to offset the liability associated with the non-qualified deferred compensation plans. Such investments are reported on the Company’s Condensed Consolidated Balance Sheets as “SERP investment,” are classified as trading securities and are measured at fair value using Level 1 inputs with gains and losses included in “Investment income (loss) and interest expense” on the Company’s Condensed Consolidated Statements of Income. The Company recognized investment income of $
(4) Accumulated Other Comprehensive Income (Loss)
All balances in accumulated other comprehensive loss are related to available-for-sale marketable debt securities. The following table sets forth the balance of the Company’s accumulated other comprehensive loss, net of tax.
Unrealized Gains (Losses) | |||
on Available-for-Sale | |||
(amounts in thousands) |
| Marketable Debt Securities | |
Accumulated other comprehensive income (loss) balance as of December 28, 2024 | $ | ( | |
Other comprehensive income (loss) | ( | ||
Net current period other comprehensive income (loss) | ( | ||
Accumulated other comprehensive income (loss) balance as of June 28, 2025 | $ | ( | |
(5) Long-Term Debt
On
Interest expense related to long-term debt was $
8
WEIS MARKETS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(6) Revenue Recognition
The following table represents net sales by product category and other revenue for the thirteen and twenty-six weeks ended June 28, 2025, and June 29, 2024:
13 Weeks Ended | |||||||||||
(amounts in thousands) |
| June 28, 2025 |
| June 29, 2024 | |||||||
Grocery |
| $ | |
| | % | $ | |
| | % |
Pharmacy | | | | | |||||||
Fuel | | | | | |||||||
Manufacturing | | | | | |||||||
Total net sales | $ | | | % | $ | | | % | |||
Other revenue | | | |||||||||
Total revenue | $ | | $ | | |||||||
26 Weeks Ended | |||||||||||
(amounts in thousands) |
| June 28, 2025 |
| June 29, 2024 | |||||||
Grocery | $ | |
| % | $ | |
| % | |||
Pharmacy | | | |||||||||
Fuel | | | |||||||||
Manufacturing | | | |||||||||
Total net sales | $ | | % | $ | | % | |||||
Other revenue | | | |||||||||
Total revenue | $ | | $ | | |||||||
(7) Segment Reporting
The Company manages the business activities on a consolidated basis and has
The Company’s chief operating decision maker is the Chief Operating Officer. The chief operating decision maker assesses performance for the segment and decides how to allocate resources based on operating income and net income that is also reported on the accompanying Consolidated Statements of Income. The measure of segment assets used to assess performance and allocate resources is reported on the Consolidated Balance Sheets as total assets. The chief operating decision maker uses operating income and net income to evaluate income generated from segment assets in deciding whether to reinvest profits into the segment, such as for acquisitions. Operating income and net income are used to monitor budget versus actual results. The chief operating decision maker also uses operating income and net income in competitive analysis by benchmarking to the Company’s competitors. The competitive analysis along with the monitoring of budgeted versus actual results are used in assessing performance of the segment.
9
WEIS MARKETS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The following table presents the retail segment’s revenue, significant segment expenses, and segment operating and net income for the thirteen and twenty-six weeks ended June 28, 2025 and June 29, 2024:
13 Weeks Ended | 26 Weeks Ended | |||||||||||
(amounts in thousands) |
| June 28, 2025 |
| June 29, 2024 |
| June 28, 2025 |
| June 29, 2024 | ||||
Net sales | $ | | $ | | $ | | $ | | ||||
Other revenue (1) | | | | | ||||||||
Total revenue | | | | | ||||||||
Less: | ||||||||||||
Cost of sales - stores | | | | | ||||||||
Labor - stores | | | | | ||||||||
Depreciation and amortization - stores (2) | | | | | ||||||||
Occupancy - stores | | | | | ||||||||
All other expense - stores (3) | | | | | ||||||||
Administration, manufacturing, and property management expense | | | | | ||||||||
Distribution and transportation | | | | | ||||||||
Income from operations | | | | | ||||||||
Other income (expense) (4) | ( | ( | ( | ( | ||||||||
Investment income (loss) and interest expense | | | | | ||||||||
Provision for income taxes | | | | | ||||||||
Net income | $ | | $ | | $ | | $ | | ||||
| (1) | Other revenue represents commission income earned from a variety of services such as lottery, money orders, third party gift cards, and third party bill pay services. |
| (2) | Segment depreciation and amortization expense, for stores and non-stores, was $ |
| (3) |
| (4) | Other income (expenses) consists of gains (losses) on SERP liability. |
10
WEIS MARKETS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(8) Leases
As of June 28, 2025, the Company leased approximately
The Company leases or subleases space to tenants in owned, vacated and open store facilities. Rental income is recorded when earned as a component of “Operating, general and administrative expenses.”
The following is a schedule of the lease costs included in “Operating, general and administrative expenses” for the thirteen and twenty-six weeks ended June 28, 2025 and June 29, 2024.
13 Weeks Ended | 26 Weeks Ended | |||||||||||
(amounts in thousands) |
|
| June 28, 2025 | June 29, 2024 |
|
| June 28, 2025 |
|
| June 29, 2024 | ||
Operating lease cost | $ | | $ | | $ | | $ | | ||||
Variable lease cost | | | | | ||||||||
Lease or sublease income | ( | ( | ( | ( | ||||||||
Net lease cost | $ | | $ | | $ | | $ | | ||||
(9) Acquisition of Business
In the first quarter of 2025, the Company acquired and opened the former Saylor’s Market store located in Newville, Pennsylvania. The completion of this acquisition expands the Company’s footprint in the Cumberland County region. The results of operations of the former Saylor’s Market store is included in the accompanying Consolidated Financial Statements from the date of acquisition. The former Saylor’s Market store contributed $
Saylor's Markets Inc. | ||
(dollars in thousands) | January 21, 2025 | |
Inventories | $ | |
Property and equipment | | |
Goodwill | | |
Total fair value of assets acquired | $ | |
11
WEIS MARKETS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(10) Prior Year Revisions
As of December 28, 2024, the Company corrected the presentation of commission income which had previously been included in “Operating, general and administrative expenses” to be reflected as “Other revenue”.
The table below summarizes the effect of the correction of the previously reported Condensed Consolidated Financial Statements for the thirteen and twenty-six weeks ended June 29, 2024.
13 Weeks Ended | 26 Weeks Ended | |||||||||||||||||
June 29, 2024 | June 29, 2024 | |||||||||||||||||
Consolidated Statements of Income | As Previously | As Previously | ||||||||||||||||
(dollars in thousands) | Reported | Revision | As Adjusted | Reported | Revision | As Adjusted | ||||||||||||
Other revenue | $ | - | $ | | $ | | $ | - | $ | | $ | | ||||||
Total revenue | | | | | | | ||||||||||||
Gross profit | | | | | | | ||||||||||||
Operating, general and administrative expenses | | | | | | | ||||||||||||
(11) Related Party Share Purchase Agreement Transaction
On June 6, 2025, the Company purchased in a private transaction
The approximate $
The Purchase Agreement was approved by the Company’s Board of Directors (other than Jonathan H. Weis who recused himself from voting), after having been negotiated and recommended by a special committee of the Company’s Board of Directors (the “Special Committee”), consisting solely of disinterested, independent directors. Kroll, LLC (acting through its Duff & Phelps Opinion Practice) was independent financial advisor to the Special Committee and provided a customary fairness opinion. K&L Gates LLP acted as counsel to the Special Committee. Reed Smith LLP was counsel to the Company, and Paul, Weiss, Rifkind, Wharton & Garrison LLP represented the Sellers.
The above description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to the Current Report on Form 8-K filed on June 6, 2025.
12
WEIS MARKETS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The
In connection with the Transaction, the Company recognized approximately $
As a private transaction, the Transaction does not affect the Company’s 2004 existing share repurchase plan, which remains in effect with an authorized balance of
13
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 Condensed Consolidated 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 28, 2024, filed with the U.S. Securities and Exchange Commission, as well as the cautionary statement captioned "Forward-Looking Statements" immediately following this analysis.
Company Summary
Weis Markets is a conventional supermarket chain that currently operates 199 retail stores with approximately 22 thousand employees located in Pennsylvania and six surrounding states: Delaware, Maryland, New Jersey, New York, Virginia and West Virginia. In June 2025, the Company opened a new store in Ijamsville, Maryland expanding its presence in Frederick County. Approximately 94% of Weis Markets employees are paid an hourly wage. Its products sold include groceries, dairy products, frozen foods, meats, seafood, fresh produce, floral, pharmacy services at certain locations, deli products, prepared foods, bakery products, beer and wine, fuel, and general merchandise items, such as health and beauty care and household products. The store product selection includes national, local and private brands and the Company promotes competitive pricing by using Everyday Lower Price; Low Price Guarantee; Low, Low Price; Weekly Hot Buys; senior and military discounts; and Loyalty programs. The Loyalty program includes reward points that may be redeemed for discounts on items in store, at one of the Company’s fuel stations or one of its third-party fuel station partners.
Utilizing its own strategically located distribution center and transportation fleet, Weis Markets self distributes approximately 52% of products with the remaining being supplied by direct store delivery vendors and regional wholesalers. In addition, the Company has three manufacturing facilities which process milk, water, ice, ice cream and fresh meat products. The corporate offices are located in Sunbury, PA where the Company was founded in 1912.
The Company has provided additional product offerings and customer conveniences such as “Weis 2 Go Online,” currently offered at 192 store locations. “Weis 2 Go Online” allows the customer to order on-line and have their order delivered or picked up at an expedient store drive-thru. The Company also currently offers home delivery to customers at all 199 of its locations via multiple grocery delivery partners.
14
WEIS MARKETS, INC.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
Two-Year Stacked Comparable Store Sales Analysis
Management is providing Comparable Store Sales Two-Year Stacked analysis, a non-GAAP measure, because management believes this metric is useful to investors and analysts. A Comparable Store Sales Two-Year Stacked analysis presents a comparison of results and trends over a longer period of time to demonstrate the effect of fluctuating economic activity on the operating results of the Company. Information presented in the tables below is not intended for use as an alternative to any other measure of performance. It is not recommended that this table be considered a substitute for the Company’s operating results as reported in accordance with GAAP.
Year-over-year and sequential comparisons are the primary calculations used to analyze operating results, however, due to fluctuations caused by declining government benefits, pharmacy sales growth, the impact of the Easter holiday in the second quarter of 2025, and inflationary trends in the food retail industry, management believes it is necessary to provide a Two-Year Stacked Comparable Store Sales analysis. The following tables provide the two-year stacked comparable store sales, including and excluding fuel, for the periods ended June 28, 2025, and June 29, 2024, as well as periods ended June 29, 2024, and July 1, 2023, respectively. Comparable store sales increased 1.8 percent on an individual year-over-year basis and increased 2.3 percent on a two-year stacked basis for the thirteen weeks ended June 28, 2025. Comparable store sales increased 1.4 percent on an individual year-over-year basis and increased 3.2 percent on a two-year stacked basis for the twenty-six weeks ended June 28, 2025.
Percentage Change | |||||||
13 Weeks Ended | |||||||
June 28, 2025 |
| 2025 vs. 2024 | 2024 vs. 2023 | ||||
Comparable store sales (individual year) | 1.8 | % | 0.5 | % | |||
Comparable store sales (two-year stacked) | 2.3 | ||||||
Comparable store sales, excluding fuel (individual year) | 2.3 | 0.3 | % | ||||
Comparable store sales, excluding fuel (two-year stacked) | 2.6 | ||||||
Comparable store sales, adjusted for Easter shift (individual year) | 0.6 | % | |||||
Percentage Change | |||||||
26 Weeks Ended | |||||||
June 28, 2025 |
| 2025 vs. 2024 | 2024 vs. 2023 | ||||
Comparable store sales (individual year) | 1.4 | % | 1.8 | % | |||
Comparable store sales (two-year stacked) | 3.2 | ||||||
Comparable store sales, excluding fuel (individual year) | 1.7 | 1.8 | % | ||||
Comparable store sales, excluding fuel (two-year stacked) | 3.5 | ||||||
When calculating the percentage change in comparable store sales, the Company defines a new store to be comparable after it has been in operation for five full fiscal 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.
15
WEIS MARKETS, INC.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
Results of Operations
Analysis of Consolidated Statements of Income
Percentage Change | |||||||||||||||||||
13 Weeks Ended | 26 Weeks Ended | 13 Weeks Ended | 26 Weeks Ended | ||||||||||||||||
(amounts in thousands, except per share amounts) |
|
| June 28, 2025 |
|
| June 29, 2024 |
|
| June 28, 2025 | June 29, 2024 | 2025 vs. 2024 | 2025 vs. 2024 | |||||||
Net sales | $ | 1,214,479 | $ | 1,181,456 | $ | 2,411,284 | $ | 2,360,370 | 2.8 | % | 2.2 | % | |||||||
Other revenue | 4,317 | 4,263 | 8,288 | 8,300 | 1.3 | (0.1) | |||||||||||||
Total revenue | 1,218,796 | 1,185,719 | 2,419,572 | 2,368,670 | 2.8 | 2.1 | |||||||||||||
Cost of sales, including advertising, warehousing and distribution expenses | 910,431 | 886,695 | 1,811,706 | 1,774,636 | 2.7 | 2.1 | |||||||||||||
Gross profit on sales | 308,365 | 299,024 | 607,866 | 594,034 | 3.1 | 2.3 | |||||||||||||
Gross profit margin | 25.4 | % | 25.3 | % | 25.2 | % | 25.2 | % | |||||||||||
Operating, general and administrative expenses | 276,428 | 266,535 | 552,894 | 534,182 | 3.7 | 3.5 | |||||||||||||
O, G & A, percent of net sales | 22.8 | % | 22.6 | % | 22.9 | % | 22.6 | % | |||||||||||
Income from operations | 31,937 | 32,489 | 54,972 | 59,852 | (1.7) | (8.2) | |||||||||||||
Operating margin | 2.6 | % | 2.7 | % | 2.3 | % | 2.5 | % | |||||||||||
Investment income (loss) and interest expense | 5,294 | 4,062 | 9,705 | 9,613 | 30.3 | 1.0 | |||||||||||||
Investment income (loss) and interest expense, percent of net sales | 0.4 | % | 0.3 | % | 0.4 | % | 0.4 | % | |||||||||||
Other income (expense) | (2,163) | (407) | (1,805) | (1,808) | (431.4) | 0.2 | |||||||||||||
Other income (expense), percent of net sales | (0.2) | % | (0.0) | % | (0.1) | % | (0.1) | % | |||||||||||
Income before provision for income taxes | 35,068 | 36,144 | 62,872 | 67,657 | (3.0) | (7.1) | |||||||||||||
Income before provision for income taxes, percent of net sales | 2.9 | % | 3.1 | % | 2.6 | % | 2.9 | % | |||||||||||
Provision for income taxes | 8,541 | 9,885 | 15,868 | 18,233 | (13.6) | (13.0) | |||||||||||||
Effective income tax rate | 24.4 | % | 27.3 | % | 25.2 | % | 26.9 | % | |||||||||||
Net income | $ | 26,526 | $ | 26,259 | $ | 47,004 | $ | 49,424 | 1.0 | % | (4.9) | % | |||||||
Net income, percent of net sales | 2.2 | % | 2.2 | % | 1.9 | % | 2.1 | % | |||||||||||
Basic and diluted earnings per share | $ | 1.01 | $ | 0.98 | $ | 1.77 | $ | 1.84 | 3.1 | % | (3.8) | % | |||||||
Net Sales
Individual Year-Over-Year Analysis of Sales
Percentage Change | ||||||
2025 vs. 2024 | ||||||
June 28, 2025 |
| 13 Weeks Ended | 26 Weeks Ended | |||
Net sales |
| 2.8 | % | 2.2 | % | |
Net sales, excluding fuel | 3.2 | 2.3 | ||||
Net sales, adjusted for Easter shift | 1.6 | |||||
Comparable store sales (individual year) | 1.8 | 1.4 | ||||
Comparable store sales, excluding fuel (individual year) | 2.3 | 1.7 | ||||
Comparable store sales, adjusted for Easter shift (individual year) | 0.6 | |||||
When calculating the percentage change in comparable store sales, the Company defines a new store to be comparable after it has been in operation for five full fiscal 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.
16
WEIS MARKETS, INC.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
According to the latest U.S. Bureau of Labor Statistics’ report, the Seasonally Adjusted Food-at-Home Consumer Price Index increased 0.1% for each thirteen week periods ended June 28, 2025 and June 29, 2024. The Seasonally Adjusted Food-at-Home Consumer Price Index increased 1.1% and 0.9% for the twenty-six week periods ended June 28, 2025 and June 29, 2024, respectively. According to the U.S. Department of Energy, the average price of gasoline in the Central Atlantic States decreased 11.7% or $0.44 per gallon in the thirteen weeks ended June 28, 2025, compared to the same period in 2024. The average price of gasoline in the Central Atlantic States decreased 7.9% or $0.28 per gallon in the first twenty-six weeks of 2025 when compared to the same period in 2024. Although the U.S. Bureau of Labor Statistics’ and the U.S. Department of Energy indices may be reflective of broader trends, they will not necessarily be indicative of the Company’s actual results.
Total net sales increased 2.8% to $1.2 billion for the thirteen weeks ended June 28, 2025, from $1.2 billion for the thirteen weeks ended June 29, 2024. In the twenty-six weeks ended June 28, 2025, total net sales increased 2.2% to $2.4 billion from $2.4 billion in 2024. The Company’s second quarter sales were favorably impacted from the Easter holiday period which occurred in the second quarter this year but fell in the first quarter last year. The increase in total net sales includes retail price inflation in grocery, pharmacy and fresh product categories. Comparable store sales adjusted for the Easter holiday shift for the thirteen weeks ended June 28, 2025, compared to the same period in 2024 increased 0.6%. Comparable store sales for the same period increased 1.8% including fuel and 2.3% excluding fuel. Comparable store sales for the twenty-six weeks ended June 28, 2025, compared to the same period in 2024 increased 1.4% including fuel and 1.7% excluding fuel.
Although the Company experienced retail inflation and deflation in various commodities for the periods presented, the Company anticipates overall product costs to increase given the recent inflationary indicators in the food retail industry. Management cannot accurately measure the full impact of inflation or 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. Management remains confident in its ability to generate long-term 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 costs (net of discounts and allowances), net advertising costs, distribution center and transportation costs, as well as manufacturing facility operations.
Gross profit on sales increased 3.1% and 2.3% for the thirteen and twenty-six weeks ended June 28, 2025, respectively, compared to the same period in 2024. Gross profit margin increased 0.1% for the thirteen weeks and remained the same for the twenty-six weeks ended June 28, 2025 when compared to the same period in 2024.
Non-cash LIFO inventory valuation adjustments represent expense of $99 thousand in the first twenty-six weeks of 2025 compared to expense of $2.2 million in the same period in 2024. Although the Company experienced cost inflation and deflation in various commodities for the periods presented, the Company anticipates overall product costs to increase given the recent inflationary trends in the food retail industry.
17
WEIS MARKETS, INC.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
Operating, General and Administrative Expenses
The majority of the operating, general and administrative expenses are driven by sales volume.
Employee expenses such as wages, employer paid taxes, health care benefits and retirement plans, comprise approximately 58.8% of the total “Operating, general and administrative expenses.” As a percent of sales, direct store labor increased 0.1% in the thirteen and twenty-six week periods ended June 28, 2025 when compared to the same periods in 2024.
Depreciation and amortization expense charged to “Operating, general and administrative expenses” was $27.7 million, or 2.3% of net sales during the thirteen weeks ended June 28, 2025 compared to $25.2 million, or 2.1% of net sales during the thirteen weeks ended June 29, 2024. During the first twenty-six weeks of 2025 and 2024, depreciation and amortization expense charged to “Operating, general and administrative expenses” was $54.4 million, or 2.3% of net sales and $50.0 million, or 2.1% of net sales, respectively. See the Liquidity and Capital Resources section for further information regarding the Company’s capital expenditure program.
A breakdown of the material increases (decreases) as a percent of sales in "Operating, general and administrative expenses" is as follows:
13 Weeks Ended | ||||||
(amounts in thousands) | Increase | Increase (Decrease) | ||||
June 28, 2025 |
| (Decrease) |
| as a % of sales | ||
Employee expenses | $ | 5,004 | 0.0 | % | ||
Outside services and repairs | 3,001 | 0.1 | ||||
Fixed expenses (property taxes, depreciation, asset retirement) | 2,401 | 0.1 | ||||
Other expenses | (513) | (0.1) | ||||
26 Weeks Ended | ||||||
(amounts in thousands) | Increase | Increase (Decrease) | ||||
June 28, 2025 | (Decrease) | as a % of sales | ||||
Employee expenses | $ | 10,412 | 0.1 | % | ||
Outside services and repairs | 2,794 | 0.0 | ||||
Fixed expenses (property taxes, depreciation, asset retirement) | 3,973 | 0.1 | ||||
Other expenses | 1,533 | 0.0 | ||||
Overall, the operating, general and administrative expenses as a percent of sales presented for the thirteen and twenty-six weeks ended June 28, 2025 increased in comparison with the 2024 percent of sales. Outside services and repairs along with employee expenses, mainly wages and insurance benefits, have increased in dollars as well as a percent of sales for the thirteen and twenty-six weeks ended June 28, 2025. Fixed expenses increased due to increased spending towards the Company’s capital expenditure programs, which 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 distribution facilities and transportation fleet. Outside services increase is partially due to $1.1 million in legal and financial services for the related party share purchase transaction referenced in Note 11. Other expenses include $2.7 million in payments received to settle and monetize our legal claims related to being overcharged as a merchant for prior year credit card interchange fees.
18
WEIS MARKETS, INC.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
Provision for Income Taxes
The effective income tax rate was 25.2% and 26.9% for the twenty-six weeks ended June 28, 2025 and June 29, 2024, respectively. The effective income tax rate differed from the federal statutory rate, primarily due to the effect of state taxes, net of permanent differences. On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law. This legislation includes provisions that permanently extend the expiring elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation on qualifying property placed in service after January 19, 2025, and full expensing of domestic research and development expenditures. Accounting Standards Codification ASC 740, “Income Taxes” requires the Company to recognize any impacts of enacted legislation in the period enacted. As the OBBBA was enacted after the Company’s June 28, 2025 quarter end, the legislation will be evaluated to determine impact to the Company, and all changes required will be reflected on the Company’s Form 10-Q for the quarter ended September 27, 2025.
Liquidity and Capital Resources
The primary source of cash is cash flows generated from operations. In addition, the Company has access to a revolving credit agreement entered into on September 1, 2016, and last amended on September 29, 2023, with Wells Fargo Bank, N.A. (the “Credit Agreement”). The Credit Agreement matures on October 1, 2027, and provides for an unsecured revolving credit facility with an aggregate principal amount not to exceed $30.0 million with an additional discretionary amount available of $70.0 million. As of June 28, 2025, the availability under the Credit Agreement was $17.4 million, net of $12.6 million letters of credit. The letters of credit are maintained primarily to support performance, payment, deposit or surety obligations of the Company.
The Company’s investment portfolio historically consists of high-grade bonds and commercial paper with maturity dates between one and 30 years and four high yield, large capitalized public company equity securities. In connection with the related party share purchase transaction in June 2025, the Company temporarily liquidated its commercial paper holdings. As of June 28, 2025, the investment portfolio totaled $126.9 million. Management anticipates maintaining the investment portfolio but has the ability to liquidate if needed.
The Company’s capital expenditure 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 distribution facilities and transportation fleet. Management continues to invest in its long-term capital expenditure program including plans to complete multiple carryover projects from previous years that were delayed due to labor and supply chain disruptions.
The Company anticipates funding the long-term capital expenditure program, the acquisition of retail stores, the construction of additional distribution facilities, repurchase of common stock, and cash dividends on common stock through its cash and cash equivalents, marketable securities, cash flows from operating activities, and the Credit Agreement. The Company has no other commitment of capital resources as of June 28, 2025, other than the lease commitments on its store facilities and transportation equipment under operating leases that expire at various dates through 2038.
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, and no repurchases were made during the quarter ended June 28, 2025.
19
WEIS MARKETS, INC.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
Quarterly Cash Dividends
At its regular meeting held in July, the Board of Directors declared a quarterly dividend of $0.34 per share, payable on August 11, 2025, to shareholders of record on July 28, 2025. The Company expects to continue paying regular cash dividends on a quarterly basis. However, the Board of Directors reconsiders the declaration of dividends quarterly. The Company pays these dividends at the discretion of the Board of Directors and the continuation of these payments and the amount of the dividends depends upon the results of operations, the financial condition of the Company and other factors which the Board of Directors deems relevant.
Cash Flow Information
26 Weeks Ended | |||||||||
(amounts in thousands) |
| June 28, 2025 |
|
| June 29, 2024 |
| 2025 vs. 2024 | ||
Net cash provided by (used in): | |||||||||
Operating activities | $ | 61,417 | $ | 74,498 | $ | (13,081) | |||
Investing activities | (31,538) | (76,921) | 45,383 | ||||||
Financing activities | (158,291) | (18,291) | (140,000) | ||||||
Operating
Cash flows from operating activities decreased $13.1 million in the first twenty-six weeks of 2025 compared to the first twenty-six weeks of 2024. The decrease in cash flow from operating activities is primarily due to increased inventory purchases when compared to the same period in 2024.
Investing
In the first twenty-six weeks of 2025, when compared to the same period in 2024, the purchase of property and equipment, net of proceeds from sales, increased $25.5 million. Additionally, as a percent of sales, capital expenditures were 3.8% in the first twenty-six weeks of 2025 compared to 2.8% in the first twenty-six weeks of 2024. The increase as a percent of sales in 2025 compared to 2024 is primarily due to two new stores, one which opened in Ijamsville, MD in June 2025 and another expected to open in the third quarter of 2025. Intangible assets increased in the first twenty-six weeks of 2025 compared to 2024 with the purchase of $1.3 million in prescription files from Rite-Aid related to its announced bankruptcy and subsequent store closures. The purchases of marketable securities, net of proceeds from sales and maturities, decreased $73.7 million in the first twenty-six weeks of 2025 when compared to the same period 2024. Proceeds from the sales of marketable securities were used to partially fund the share purchase transaction referenced in Note 11.
Financing
Net cash used in financing activities in the first twenty-six weeks of 2025 was $158.3 million compared to $18.3 million in 2024. The Company purchased 2,153,846 shares of common stock from the family of the late Patricia G. Ross Weis at $65.00 per share on June 6, 2025 for an aggregate purchase price of $140 million dollars. The Company paid dividends of $18.3 million in each of the first twenty-six weeks of 2025 and 2024.
20
WEIS MARKETS, INC.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
Accounting Policies and 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 2024 Annual Report on Form 10-K. There have been no changes to the Significant Accounting Policies since the Company filed its Annual Report on Form 10-K for the fiscal year ended December 28, 2024.
Forward-Looking Statements
In addition to historical information, this Form 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; tariffs and trade policies; business conditions and trends in the retail industry; the regulatory environment; rapidly changing technology, including cybersecurity and data privacy risks, 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.
21
WEIS MARKETS, INC.
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 fiscal quarter ended June 28, 2025. 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 28, 2024, 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 28, 2024, 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 28, 2025. 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 28, 2025, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
22
WEIS MARKETS, INC.
PART II – OTHER INFORMATION
ITEM 1A. RISK FACTORS
Since December 28, 2024, there have been no material changes to the Company’s Risk Factors, except as noted below:
The Company’s operations are exposed to risk from global economic events.
In 2025, the United States imposed tariffs on specific goods imported from certain trading partners and suggested the potential for additional widespread tariffs in the near term. Subsequently, new tariffs were announced and paused. The Company may face risks related to the uncertainty of future government actions or regulation such as tariffs, duties, interpretations, administrative orders or applications that may have an adverse impact on the Company’s business and operations and the operations of the Company’s suppliers. Such risks may include lower sales volume, increased material costs, declining profitability, operational supply-chain disruptions and potential retaliatory actions.
ITEM 5. OTHER INFORMATION
During the thirteen weeks ended June 28, 2025,
ITEM 6. EXHIBITS
Exhibits
Exhibit 101 The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2025, formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Shareholders' Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to Condensed Consolidated Financial Statements. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. | |
Exhibit 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
23
WEIS MARKETS, INC.
SIGNATURES
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: | 8/7/2025 | /S/ Jonathan H. Weis | |
Jonathan H. Weis | |||
Chairman, | |||
President and Chief Executive Officer | |||
(Principal Executive Officer) | |||
Date: | 8/7/2025 | /S/ Michael T. Lockard | |
Michael T. Lockard | |||
Senior Vice President, Chief Financial Officer | |||
and Treasurer | |||
(Principal Financial Officer) |
24