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WEIS MARKETS INC - Annual Report: 2003 (Form 10-K)

Weis Markets, Inc. Form 10K

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITES EXCHANGE ACT OF 1934
  For the fiscal year ended December 27, 2003
  OR
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the transition period from __________to_________
  Commission File Number 1-5039

WEIS MARKETS, INC.
(Exact name of registrant as specified in its charter)

PENNSYLVANIA
(State or other jurisdiction of incorporation or organization)		   24-0755415
(I.R.S. Employer Identification No.)
1000 S. Second Street
P. O. Box 471
Sunbury, Pennsylvania
(Address of principal executive offices)		  

17801-0471
(Zip Code)
Registrant's telephone number, including area code: (570) 286-4571         Registrant's web address: www.weismarkets.com

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Common stock, no par value		   Name of each exchange on which registered
New York Stock Exchange
 
Securities registered pursuant to Section 12(g) of the Act None

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.  [ X ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12-b-2).   Yes [X]  No   [   ]

The aggregate market value of Common Stock held by non-affiliates of the Registrant is approximately $463,932,000.
Shares of common stock outstanding as of March 1, 2004 - 27,140,300.

DOCUMENTS INCORPORATED BY REFERENCE:  Selected portions of the Weis Markets, Inc. definitive proxy statement dated March 5, 2004 are incorporated by reference in Part III of this Form 10-K.

  WEIS MARKETS, INC.

 

TABLE OF CONTENTS

 

 

FORM 10-K Page
Part I  
  Item 1. Business 1
  Item 2. Properties 3
  Item 3. Legal Proceedings 3
  Item 4. Submission of Matters to a Vote of Security Holders 3
Part II  
  Item 5. Market for Registrant's Common Equity and Related Stockholder Matters 4
  Item 6. Selected Financial Data 4
  Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 5
    Item 7a. Quantitative and Qualitative Disclosures about Market Risk 10
  Item 8. Financial Statements and Supplementary Data 11
  Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 29
Part III  
  Item 10. Directors and Executive Officers of the Registrant 30
  Item 11. Executive Compensation 30
  Item 12. Security Ownership of Certain Beneficial Owners and Management 30
  Item 13. Certain Relationships and Related Transactions 30
  Item 14. Principal Accountant Fees and Services 30
Part IV  
  Item 15. Exhibits, Financial Statements, Schedules and Reports on Form 8-K 31
    Item 15d. Schedule II - Valuation and Qualifying Accounts 32
Signatures 33
Exhibit 21 Subsidiaries of the Registrant  
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

Item 1.      Business:

Weis Markets, Inc. is a Pennsylvania business founded by Harry and Sigmund Weis in 1912 and incorporated 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 2003. The company's stock has been traded on the New York Stock Exchange since 1965 under the symbol "WMK." The Weis family currently owns approximately 64% of the outstanding shares. Robert F. Weis serves as Chairman of the Board of Directors, and Jonathan H. Weis, son of Robert F. Weis, serves as Vice Chairman and Secretary. Both are involved in the day-to-day operations of the business.

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 approximately $434.3 million in cash.

The company's retail food stores sell groceries, dairy products, frozen foods, meats, seafood, fresh produce, floral, prescriptions, deli/bakery products, prepared foods, fuel and general merchandise items, such as health and beauty care and household products. In addition, customer convenience is addressed at many locations by offering services such as company-operated photo labs and third parties providing in-store banks, laundry services and take-out restaurants. The company advertises through various media, including circulars, newspapers, radio and television. Printed circulars are used extensively on a weekly basis to advertise featured items. The company utilizes a loyalty card program, "Weis Club Preferred Shopper," which provides shoppers with an opportunity to receive discounts, promotions and rewards. The company owns and operates 158 retail food stores and a chain of 33 SuperPetz, LLC pet supply stores.

The percentage of net sales contributed by each class of similar products for each of the previous five fiscal years was:

Year Grocery Meat Produce Pharmacy Pet Supply Other
1999 55.86 13.97 12.05 6.66 3.28 8.18
2000 57.61 15.22 12.75 7.82 3.17 3.43
2001 57.74 15.54 12.95 8.89 3.25 1.63
2002 55.39 15.29 14.73 9.83 3.28 1.48
2003 54.55 15.70 14.67 10.28 3.18 1.62

Retail food store locations by state and by trade name are as follows:

      Mr. Z's King's Cressler's Scot's  
State Total Weis Markets Food Mart Supermarkets Marketplace Lo-Cost Save-A-Lot
Pennsylvania 131 103 17 6 1 3 1
Maryland 21 21          
New Jersey 3 3          
New York 1 1          
Virginia 1 1          
West Virginia 1 1          
    Total 158 130 17 6 1 3 1

 

Page 1 of 33 (Form 10-K)

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WEIS MARKETS, INC.
Item 1. Business (continued)

All trade names, except Scot's Lo-Cost and Save-A-Lot, operate as conventional supermarkets. Scot's Lo-Cost operates under a warehouse format, while Save-A-Lot's format caters to the price motivated consumer. The retail food stores range in size from 8,000 to 65,000 square feet, with an average size of approximately 45,000 square feet. The following summarizes the number of stores by size categories:

Square feet Number of stores
55,000 to 65,000 21
45,000 to 54,999 75
35,000 to 44,999 37
25,000 to 34,999 17
Under 25,000  8
     Total 158

The following schedule shows the changes in the number of retail food stores, total square footage and store additions/remodels:

(square feet in thousands) 2003 2002 2001 2000 1999
Beginning store count 160   163   163   163   158  
New stores ---      1   2   2   5  
Relocations 1   3   ---      3   ---     
Acquistions ---      ---      ---      4   4  
Closed stores (2 ) (2 ) (2 ) (4 ) (3 )
Relocated stores (1 ) (3 ) ---      (5 ) (1 )
Sold    ---             (2 )    ---         ---         ---     
Ending store count     158       160       163       163       163  
Total square feet, at year-end 7,157   7,154   7,168   7,087   6,909  
Additions/major remodels 4   5   6   6   6  

The company supports the retail operations through a centrally located distribution facility, its own transportation fleet and four manufacturing facilities.  The company is required to use a significant amount of working capital to provide for the necessary amount of inventory to meet demand for its products through efficient use of buying power and effective utilization of space in the warehouse facilities. The manufacturing facilities consist of a meat processing plant, an ice cream plant, an ice plant and a milk processing plant.

At year-end, SuperPetz, LLC 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 business of the company is highly competitive. The number of competitors and the variety 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.

The company has approximately 18,600 full-time and part-time associates.

 

Page 2 of 33 (Form 10-K)

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WEIS MARKETS, INC.

Item 2.      Properties:

The company owns and operates 81 of its retail food stores, and leases and operates 77 stores under operating leases that expire at various dates up to 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.

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 564,000 square feet of which 290,000 is sublet. The company operates an ice cream plant, meat processing plant, ice plant and milk processing plant in the remaining 274,000 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 2003.

 

Page 3 of 33 (Form 10-K)

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WEIS MARKETS, INC.

PART II

Item 5.      Market for Registrant's Common Equity and Related Stockholder Matters:

The company's stock is traded on the New York Stock Exchange (ticker symbol WMK). The approximate number of shareholders including individual participants in security position listings on December 27, 2003 as provided by the company's transfer agent was 5,899. High and low stock prices and dividends paid per share for the last two fiscal years were:

  2003 2002
  Stock Price Dividend Stock Price Dividend
Quarter High Low Per Share High Low Per Share
First $32.15 $27.41 $.27 $30.62 $26.90 $.27
Second 32.50 30.45 .27 38.18 29.30 .27
Third 36.11 31.02 .28 39.50 31.03 .27
Fourth 36.85 33.93 .28 35.45 29.79 .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.

Five Year Review of Operations

    52 Weeks   52 Weeks   52 Weeks   53 Weeks   52 Weeks
    Ended   Ended   Ended   Ended   Ended
(dollars in thousands, except per share amounts)   Dec. 27, 2003   Dec. 28, 2002   Dec. 29, 2001   Dec. 30, 2000   Dec. 25, 1999
Net sales $ 2,042,499 $ 1,999,364 $ 1,971,665 $ 2,042,329 $ 1,992,791
Costs and expenses       1,971,878       1,919,957       1,908,725       1,962,246       1,899,756
Income from operations   70,621   79,407   62,940   80,083   93,035
Investment and other income            17,583            15,279            18,907            36,729            30,980
Income before provision for income taxes   88,204   94,686   81,847   116,812   124,015
Provision for income taxes            33,628            35,537            31,792            42,989            44,290
Net income   54,576   59,149   50,055   73,823   79,725
Retained earnings, beginning of year          678,294          648,522       1,069,986       1,040,354       1,003,170
    732,870   707,671   1,120,041   1,114,177   1,082,895
Stock purchase and cancellation   ---   ---   434,317   ---   ---
Cash dividends            29,909            29,377           37,202            44,191            42,541
Retained earnings, end of year $        702,961 $        678,294 $       648,522 $     1,069,986 $     1,040,354
Weighted-average shares outstanding     27,186,277     27,201,170      32,298,696     41,695,347     41,718,188
Cash dividends per share $              1.10 $              1.08 $             1.08 $              1.06 $              1.02
Basic and diluted earnings per share $              2.01 $              2.17 $             1.55 $              1.77 $              1.91
Working capital $        162,305 $        114,937 $       102,331 $        496,906 $        481,728
Total assets $ 744,315 $ 716,699 $ 704,185 $ 1,085,904 $ 1,058,221
Long-term obligations $ --- $ --- $ 25,000 $ --- $ ---
Shareholders' equity $ 575,448 $ 552,432 $ 525,364 $ 947,886 $ 918,477
Number of grocery stores   158   160   163   163   163
Number of pet supply stores   33   33   33   33   34

Page 4 of 33 (Form 10-K)

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WEIS MARKETS, INC.

Item 7.      Management's Discussion and Analysis of Financial Condition and Results of Operations:

Results of Operations

Total company sales were $2.042 billion, $1.999 billion and $1.972 billion for fiscal years 2003, 2002 and 2001, respectively. All three fiscal years were comprised of 52 weeks ending on the last Saturday in December and are directly comparable in results. Sales in 2003 increased 2.2%, or $43.1 million, compared to 2002 and comparable store sales increased 2.7%. Sales in 2002 increased 1.4%, or $27.7 million, compared to 2001 and comparable store sales increased 1.4%.

When calculating the percentage change in comparable store sales, the company defines a new store to be comparable the week following one full year of operation. Relocated stores and stores with expanded square footage are included in comparable store sales since these units are located in existing markets. When a store is closed, sales generated from that unit in the prior year are subtracted from total company sales starting the same week of closure in the prior year and continuing from that point forward.

The company cannot accurately measure the full effect of product inflation and deflation on retail pricing due to changes in the types of merchandise sold between periods, shifts in customer buying patterns and the fluctuation of competitive factors. At this time, the company is unaware of any events or trends that may cause a material change to the overall financial operation such as an upward shift in product cost.

Gross profit, as a percentage of sales, was 26.3%, 26.4% and 26.1% in 2003, 2002 and 2001, respectively. Gross profit dollars generated from sales in 2003 increased $8.7 million, or 1.6%, to $536.6 million compared to 2002, which increased $13.2 million compared to 2001. In 2003, the company experienced significant cost increases in commodities such as beef, eggs and milk. These cost increases combined with competitive activity that constrained management from increasing beef retail prices for several months, contributed to the slight erosion in the gross profit rate. Improvements in the company's supply chain network in 2002 favorably impacted the gross profit rate compared to 2001.

Operating, general and administrative expenses in 2003 totaled $466.0 million or 22.8% of sales compared to 22.4% in 2002 and 22.9% in 2001. As a percentage of sales, the .4% increase in 2003 expenses as compared to 2002, was attributable to higher labor expenses, medical benefits, supplies, debit/credit card transaction fees, store security, snow removal, business insurance and advertising costs. The company is primarily self-insured for costs related to associate health care, workers' compensation and other business insurance claims.

In 2003, the company's investment income increased $341,000, or 38.8%, to $1.2 million compared to the same period a year ago. In 2002, the company's investment income of $879,000 decreased $9.0 million, or 91.1%, compared to 2001. The company sold the majority of its investment portfolio in the first half of 2001 in order to complete an all cash stock repurchase. The company realized gains on the sale of marketable securities of $570,000 in 2001.

The company's other income is primarily generated from rental income, coupon-handling fees, lottery commissions, cardboard salvage, gain or loss on the sale of fixed assets and interest expense. Other income in 2003 totaled $16.4 million, or .8% of sales, and increased $2.0 million, or 13.6%, compared to 2002. Interest and amortization of debt expense totaled $396,000 in 2003 compared to $394,000 in 2002 and $1.4 million in 2001. Borrowings under a bridge credit agreement, initially entered into in 2001, were repaid in 2002 and the agreement was cancelled. In 2002, the company entered into a $100 million unsecured revolving credit agreement to provide funds for general corporate purposes. The company has not borrowed any funds under the revolving credit agreement.

Page 5 of 33 (Form 10-K)

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WEIS MARKETS, INC.

Item 7.      Management's Discussion and Analysis of Financial Condition and Results of Operations: (continued)

The company's combined federal and state effective tax rate was 38.1% in 2003, 37.5% in 2002 and 38.8% in 2001. The tax rate increased in 2001 after the company sold its large position in tax-free investments in order to complete the stock repurchase. During 2003, the Internal Revenue Service completed its routine audit of the company's federal income tax returns for the years 1997 through 2001, and the resulting settlement did not have a material impact on 2003 income tax expense.

Net income in 2003 was $54.6 million or 2.7% of sales compared to $59.1 million or 3.0% of sales in 2002 and $50.1 million or 2.5% of sales in 2001. Basic and diluted earnings per share of $2.01 in 2003 compared to $2.17 in 2002 and $1.55 in 2001. The impact on earnings per share from the company's large stock repurchase was partially realized in 2001 and fully realized in 2002. At the end of 2003, the company had 27.1 million shares of common stock outstanding. Basic and diluted earnings per share are computed using weighted-average shares outstanding, which were 27.2 million in 2003 and 2002, and 32.3 million in 2001.

As of the end of the fiscal year, Weis Markets, Inc. operated 158 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.

Liquidity and Capital Resources

Net cash provided by operating activities was $105.9 million in 2003 compared with $106.5 million in 2002 and $113.9 million in 2001. Working capital increased 41.2% in 2003, increased 12.3% in 2002, and decreased 79.4% in 2001. The considerable decline in working capital in 2001 resulted from the sale of a majority of the company's investment portfolio in order to fund a $434.3 million repurchase of common stock.

Net cash used in investing activities was $74.5 million in 2003 compared to $51.1 million in 2002, and $332.8 million provided by investing activities in 2001. In 2003 and 2002, these funds were used primarily for the purchases of new securities and property and equipment. Property and equipment purchases during fiscal 2003 totaled $35.9 million compared to $46.1 million in 2002 and $48.1 million in 2001. As a percentage of sales, capital expenditures were 1.8%, 2.3% and 2.4% in 2003, 2002 and 2001, respectively.

The company's capital expansion program includes the construction of new superstores, the expansion and remodeling of existing units, the acquisition of sites for future expansion, new technology purchases and the continued upgrade of the company's processing and distribution facilities. Company management estimates that its current development plans will require an investment of approximately $93.2 million in 2004. Based upon construction timetables, a portion of these expenditures may carry over into 2005.

Net cash used in financing activities during 2003 was $31.8 million compared to $54.7 million in 2002 and $446.8 million in 2001. In 2002, the company cancelled its bridge credit agreement and established a three-year unsecured revolving credit agreement in the amount of $100 million to provide funds for general corporate purposes including working capital and letters of credit. At December 27, 2003, the company had no cash borrowings but had outstanding letters of credit of approximately $21 million under the credit agreement. In 2001, the company purchased and cancelled 14.5 million shares of common stock for $434.3 million.

Page 6 of 33 (Form 10-K)

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WEIS MARKETS, INC.

Item 7.      Management's Discussion and Analysis of Financial Condition and Results of Operations: (continued)

Total cash dividend payments on common stock amounted to $1.10 per share in 2003 compared to $1.08 in 2002 and 2001. Treasury stock purchases amounted to $2.0 million in 2003, compared to minimal purchases in the prior two years. The Board of Directors' 1996 resolution authorizing the purchase of 1,000,000 shares of treasury stock has a remaining balance of 489,918 shares. The company has no other commitment of capital resources as of December 27, 2003, other than the lease commitments on its store facilities under operating leases that expire at various dates up to 2024. The company will fund its working capital requirements and its $93.2 million capital expansion program through internally generated cash flows from operations.

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 any future long-term debt borrowings. The company's marketable securities currently consist of Pennsylvania tax-free state and municipal bonds, equity securities and other short-term investments.

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 to minimize market risk and to maintain 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. The company's management continually monitors the risk associated with its marketable securities. A quantitative tabular presentation of risk exposure is located in Item 7a.

Contractual Obligations

The following table represents scheduled maturities of the company's long-term contractual obligations as of December 27, 2003.

    Payments due by period
        Less than           More than
(dollars in thousands)   Total   1 year   1-3 years   3-5 years   5 years
Operating leases $ 234,119 $   26,545 $   46,832 $   38,421 $ 122,321
 Total $ 234,119 $   26,545 $   46,832 $   38,421 $ 122,321

 

Page 7 of 33 (Form 10-K)

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WEIS MARKETS, INC.

Item 7.      Management's Discussion and Analysis of Financial Condition and Results of Operations: (continued)

Critical Accounting Policies

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.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires that the company makes estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates and assumptions are based on historical and other factors believed to be reasonable under the circumstances. The company evaluates these estimates and assumptions on an ongoing basis and may retain outside consultants, lawyers and actuaries to assist in its evaluation. The company believes the following accounting policies are the most critical because they involve the most significant judgments and estimates used in preparation of its consolidated financial statements.

Vendor Allowances

Vendor rebates, credits and promotional allowances that relate to the company's buying and merchandising activities, including lump-sum payments associated with long-term contracts, are recorded as a component of cost of sales as they are earned, in accordance with its underlying agreement. Off invoice and bill back allowances are used to reduce direct product costs upon the receipt of goods. Volume incentive discounts are realized as a reduction of cost of sales at the time it is deemed probable and reasonably estimable that the incentive target will be reached. Promotional allowance funds for specific vendor sponsored programs are recognized as a reduction of cost of sales as the program occurs and the funds are earned per the agreement. Cash discounts for prompt payment of invoices are realized in cost of sales as invoices are paid. Warehouse and back haul allowances provided by suppliers for distributing their product through our distribution system are recorded in cost of sales as the required performance is completed. Warehouse rack and slotting allowances are recorded in cost of sales when new items are initially setup in the company's distribution system, which is when the related expenses are incurred and performance under the agreement is complete. Swell allowances for damaged goods are realized in cost of sales as provided by the supplier, helping to offset product shrink losses also recorded in cost of sales.

Store Closing Costs

The company provides for closed store liabilities relating to the estimated post-closing lease liabilities and related other exit costs associated with the store closing commitments. The closed store liabilities are usually paid over the lease terms associated with the closed stores having remaining terms ranging from two to seven years. At December 27, 2003, closed store lease liabilities totaled $2.6 million. The company estimates the lease liabilities, net of sublease income, using the undiscounted rent payments of closed stores. Other exit costs include estimated real estate taxes, common area maintenance, insurance and utility costs to be incurred after the store closes over the remaining lease term. Store closings are generally completed within one year after the decision to close. Adjustments to closed store liabilities and other exit costs primarily relate to changes in subtenants and actual exit costs differing from original estimates. Adjustments are made for changes in estimates in the period in which changes become known. Any excess store closing liability remaining upon settlement of the obligation is reversed to income in the period that such settlement is determined. Inventory write-downs, if any, in connection with store closings, are classified in cost of sales. Costs to transfer inventory and equipment from closed stores are expensed as incurred. Store closing liabilities are reviewed quarterly to ensure that any accrued amount that is no longer needed for its originally intended purpose is reversed to income in the proper period.

Page 8 of 33 (Form 10-K)

WEIS MARKETS, INC.

Item 7.      Management's Discussion and Analysis of Financial Condition and Results of Operations: (continued)

Self-Insurance

The company is self-insured for a majority of its workers' compensation, general liability, vehicle accident and associate medical benefit claims. The self-insurance liability for most of the workers' compensation claims is determined based on historical data and an estimate of claims incurred but not reported. The other self-insurance liabilities are determined actuarially, based on claims filed and an estimate of claims incurred but not yet reported. The company is liable for associate 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 $100,000 to $500,000. Significant assumptions used in the development of the actuarial estimates include reliance on our historical claims data including average monthly claims and average lag time between incurrence and payment.

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.

Page 9 of 33 (Form 10-K)

WEIS MARKETS, INC.

Item 7a.      Quantitative and Qualitative Disclosures about Market Risk:

(dollars in thousands)   Expected Maturity Dates   Fair Value
December 27, 2003   2004   2005   2006   2007   2008   Thereafter   Total   Dec. 27, 2003
Rate sensitive assets:                                
   Fixed interest rate securities $ 6,500 $ ---    $ ---    $ ---    $ ---    $ ---    $ 6,500 $ 6,523
   Average interest rate   1.31 % ---      ---      ---      ---      ---      1.31 %  
   Variable interest rate securities $ 69,888 $ ---    $ ---    $ ---    $ ---    $ ---    $ 69,888 $ 69,888
   Average interest rate   0.96 % ---      ---      ---      ---      ---      0.96 %  
                                 
(dollars in thousands)   Expected Maturity Dates   Fair Value
December 28, 2002   2003   2004   2005   2006   2007   Thereafter   Total   Dec. 28, 2002
Rate sensitive assets:                                
   Fixed interest rate securities $ 6,000 $ 1,500 $ ---    $ ---    $ ---    $ ---    $ 7,500 $ 7,567
   Average interest rate   1.98 % 4.40 % ---      ---      ---      ---      2.17 %  
   Variable interest rate securities $ 25,764 $ ---    $ ---    $ ---    $ ---    $ ---    $ 25,764 $ 25,764
   Average interest rate   1.23 % ---      ---      ---      ---      ---      1.23 %  

Other Relevant Market Risks
The company's equity securities at December 27, 2003 had a cost basis of $3,125,000 and a fair value of $10,684,000. The dividend yield realized on these equity investments was 4.70% in 2003. The company's equity securities at December 28, 2002 had a cost basis of $3,125,000 and a fair value of $10,179,000. The dividend yield realized on these equity investments was 4.07% in 2002. 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 this report.

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WEIS MARKETS, INC.

Item 8.      Financial Statements and Supplementary Data:

WEIS MARKETS, INC.
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
December 27, 2003 and December 28, 2002
    2003     2002  
Assets            
Current:            
  Cash $ 3,452   $ 3,929  
  Marketable securities   87,095     43,510  
  Accounts receivable   34,111     30,188  
  Inventories   173,552     182,832  
  Prepaid expenses   3,987     3,980  
  Deferred income taxes         4,793             ---       
            Total current assets      306,990        264,439  
Property and equipment, net   414,172     428,153  
Goodwill, intangible and other assets         23,153           24,107  
  $     744,315   $     716,699  
Liabilities            
Current:            
  Accounts payable $ 95,238   $ 101,917  
  Accrued expenses   20,156     15,704  
  Accrued self-insurance   17,710     16,117  
  Payable to employee benefit plans   9,626     8,950  
  Income taxes payable   1,955     6,112  
  Deferred income taxes           ---                   702  
           Total current liabilities       144,685         149,502  
Deferred income taxes         24,182           14,765  
Shareholders' Equity            
  Common stock, no par value, 100,800,000 shares authorized,            
     32,989,507 and 32,986,337 shares issued, respectively   7,971     7,882  
  Retained earnings   702,961     678,294  
  Accumulated other comprehensive income           4,428             4,145  
    715,360     690,321  
  Treasury stock at cost, 5,849,589 and 5,792,800 shares, respectively     (139,912 )     (137,889 )
            Total shareholders' equity       575,448         552,432  
  $     744,315   $     716,699  
See accompanying notes to consolidated financial statements.  

 

Page 11 of 33 (Form 10-K)

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WEIS MARKETS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per share amounts)
For the Fiscal Years Ended December 27, 2003,
December 28, 2002 and December 29, 2001
    2003   2002   2001
Net sales $ 2,042,499 $ 1,999,364 $ 1,971,665
Cost of sales, including warehousing and distribution expenses     1,505,926     1,471,479     1,457,002
    Gross profit on sales   536,573   527,885   514,663
Operating, general and administrative expenses        465,952        448,478        451,723
    Income from operations   70,621   79,407   62,940
Investment income   1,220   879   9,860
Other income          16,363          14,400            9,047
    Income before provision for income taxes   88,204   94,686   81,847
Provision for income taxes          33,628          35,537          31,792
    Net income $        54,576 $        59,149 $        50,055
Weighted-average shares outstanding   27,186,277   27,201,170   32,298,696
Cash dividends per share $            1.10 $            1.08 $            1.08
Basic and diluted earnings per share $            2.01 $            2.17 $            1.55
See accompanying notes to consolidated financial statements.

 

Page 12 of 33 (Form 10-K)

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WEIS MARKETS, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in thousands, except shares)
For the Fiscal Years Ended December 27, 2003,
December 28, 2002 and December 29, 2001
              Accumulated            
              Other         Total  
  Common Stock   Retained   Comprehensive Treasury Stock   Shareholders'  
  Shares   Amount   Earnings   Income Shares   Amount   Equity  
Balance at December 30, 2000 47,453,979 $ 7,594 $ 1,069,986 $ 7,284   5,766,122 $ (136,978 ) $ 947,886  
Net income         ---            ---        50,055           ---                ---                ---        50,055  
Other comprehensive income, net of tax         ---             ---               ---        (805 )         ---                ---                   (805 )
   Comprehensive income                                49,250  
Shares issued for options 1,300   36         ---                ---                ---                ---        36  
Shares purchased and cancelled  (14,477,242 )      ---        (434,317 )         ---                ---                ---        (434,317 )
Treasury stock purchased         ---             ---               ---                ---        8,708   (289 ) (289 )
Dividends paid          ---             ---            (37,202 )         ---                ---                ---              (37,202 )
Balance at December 29, 2001 32,978,037   7,630   648,522   6,479   5,774,830   (137,267 ) 525,364  
Net income         ---             ---        59,149           ---                ---                ---        59,149  
Other comprehensive income, net of tax         ---             ---               ---        (2,334 )         ---                ---                (2,334 )
   Comprehensive income                                56,815  
Shares issued for options 8,300   252         ---                ---                ---                ---        252  
Treasury stock purchased         ---             ---              ---                ---        17,970   (622 ) (622 )
Dividends paid          ---             ---            (29,377 )         ---                ---                ---             (29,377 )
Balance at December 28, 2002 32,986,337   7,882   678,294   4,145   5,792,800   (137,889 ) 552,432  
Net income         ---             ---        54,576           ---                ---                ---        54,576  
Other comprehensive income, net of tax         ---             ---               ---        283           ---                ---                    283  
   Comprehensive income                                54,859  
Shares issued for options 3,170   89          ---                ---                ---                ---        89  
Treasury stock purchased         ---             ---              ---                ---        56,789   (2,023 ) (2,023 )
Dividends paid          ---             ---            (29,909 )         ---                ---                ---             (29,909 )
Balance at December 27, 2003   32,989,507 $      7,971 $    702,961 $           4,428       5,849,589 $    (139,912 ) $     575,448  
See accompanying notes to consolidated financial statements.

 

Page 13 of 33 (Form 10-K)

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WEIS MARKETS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
For the Fiscal Years Ended December 27, 2003,
December 28, 2002 and December 29, 2001
    2003   2002   2001  
Cash flows from operating activities:              
 Net income $ 54,576 $ 59,149 $ 50,055  
 Adjustments to reconcile net income to              
      net cash provided by operating activities:              
   Depreciation   40,196   41,885   43,755  
   Amortization   6,023   5,797   7,222  
   (Gain) loss on sale of fixed assets   122   (3,620 ) 1,629  
   Gain on sale of marketable securities   ---       ---       (570 )
   Changes in operating assets and liabilities:              
     Inventories   9,280   (12,880 ) (1,411 )
     Accounts receivable and prepaid expenses   (3,930 ) 656   (2,923 )
     Income taxes recoverable   ---       3,395   (251 )
     Accounts payable and other liabilities   42   9,551   14,993  
     Income taxes payable   (4,157 ) 6,112   ---        
     Deferred income taxes              3,721             (3,561 )            1,381  
  Net cash provided by operating activities          105,873          106,484          113,880  
               
Cash flows from investing activities:              
 Purchase of property and equipment   (35,928 ) (46,056 ) (48,046 )
 Proceeds from the sale of property and equipment   4,271   14,520   86  
 Purchase of marketable securities   (55,789 ) (21,754 ) (299,064 )
 Proceeds from maturities of marketable securities   12,688   2,929   556,141  
 Proceeds from sale of marketable securities   ---         ---         123,660  
 (Increase) decrease in intangible and other assets                251               (702 )            (19 )
 Net cash provided by (used in) investing activities           (74,507 )         (51,063 )       332,758  
               
Cash flows from financing activities:              
 Proceeds (payments) of long-term debt, net   ---         (25,000 ) 25,000  
 Proceeds from issuance of common stock   89   252   36  
 Dividends paid   (29,909 ) (29,377 ) (37,202 )
 Purchase and cancellation of stock   ---         ---         (434,317 )
 Purchase of treasury stock              (2,023 )               (622 )         (289 )
  Net cash used in financing activities            (31,843 )          (54,747 )     (446,772 )
               
Net increase (decrease) in cash   (477 ) 674   (134 )
Cash at beginning of year             3,929             3,255            3,389  
Cash at end of year $           3,452 $           3,929 $          3,255  
See accompanying notes to consolidated financial statements.

 

Page 14 of 33 (Form 10-K)

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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 2003.

(b) Definition of Fiscal Year
The company's fiscal year ends on the last Saturday in December. Fiscal 2003, 2002 and 2001 were comprised of 52 weeks.

(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 based on national markets. 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 fair 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) Accounts Receivable
 Accounts receivable are stated net of an allowance for uncollectible accounts of $1.5 million and $1.9 million as of December 27, 2003 and December 28, 2002, respectively. The reserve balance includes amounts due from pharmacy third party providers, customer returned checks and customers of the food service division sold in fiscal 2000. The company maintains an allowance for the amount of receivables deemed to be uncollectible and calculates this amount based upon historical collection activity adjusted for current conditions.

(f) Inventories
Inventories are valued at the lower of cost or market, using both the last-in, first-out (LIFO) and average cost methods.

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WEIS MARKETS, INC.

Note 1 Summary of Significant Accounting Policies (continued)

(g) 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 "Other income."

(h) Goodwill and Intangible Assets
The company follows Financial Accounting Standards Board ("FASB") Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"), which establishes that intangible assets with an indefinite useful life shall not be amortized until their useful life is determined to be no longer indefinite and should be tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. SFAS 142 states that goodwill should not be amortized but tested for impairment for each reporting unit, on an annual basis and between annual tests in certain circumstances. Intangible assets with a definite useful life are generally amortized over periods ranging from 15 to 20 years. As of December 27, 2003, the company has no intangible assets with indefinite lives.

(i) Impairment of Long-Lived Assets
 The company periodically evaluates the period of depreciation or amortization for long-lived assets to determine whether current circumstances warrant revised estimates of useful lives. The company reviews its property and equipment for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount to the net undiscounted cash flows expected to be generated by the asset. An impairment loss would be recorded for the excess of net book value over the fair value of the asset impaired. The fair value is estimated based on expected discounted future cash flows.

With respect to owned property and equipment associated with closed stores, the value of the property and equipment is adjusted to reflect recoverable values based on the company's prior history of disposing of similar assets and current economic conditions.

The results of impairment tests are subject to management's estimates and assumptions of projected cash flows and operating results. The company believes that, based on current conditions, materially different reported results are not likely to result from long-lived asset impairments. However, a change in assumptions or market conditions could result in a change in estimated future cash flows and the likelihood of materially different reported results.

(j) Store Closing Costs
The company provides for closed store liabilities relating to the estimated post-closing lease liabilities and related other exit costs associated with the store closing commitments. The closed store liabilities are usually paid over the lease terms associated with the closed stores having remaining terms ranging from two to seven years. At December 27, 2003, closed store lease liabilities totaled $2.6 million. The company estimates the lease liabilities, net of sublease income, using the undiscounted rent payments of closed stores.

(k) Self-Insurance
The company is self-insured for a majority of its workers' compensation, general liability, vehicle accident and associate medical benefit 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 associate 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 $100,000 to $500,000.

Page 16 of 33 (Form 10-K)

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WEIS MARKETS, INC.

Note 1 Summary of Significant Accounting Policies (continued)

(l) Incentive Plans
The company has elected to follow the intrinsic value method of accounting as detailed in the Accounting Principles Board's Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25") and related Interpretations in accounting for its associate stock options because the alternative fair value accounting provided for under FASB Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123") requires use of option valuation models that were not developed for use in valuing associate stock options. The effect of applying SFAS 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.

(m) Income Taxes
Under the asset and liability method of FASB Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 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.

(n) Earnings Per Share
Earnings per common share are based on the weighted-average number of common shares outstanding. Diluted earnings per share are based on the weighted-average number of common shares outstanding, plus the incremental shares that would have been outstanding upon the assumed exercise of all dilutive stock options, subject to antidilution limitations. Basic and diluted earnings per share are the same amounts for each period presented. For 2003, 2002 and 2001, options to purchase 41,111, 96,900 and 110,350, respectively, at per share prices ranging from $26.25 to $35.13, were not included in the computation of diluted earnings per share because their inclusion under the treasury stock method would have been antidilutive.

(o) Revenue Recognition
Revenue from the sale of products to the company's customers is recognized at the point of sale. Discounts provided to customers at the point of sale through the Weis Club Preferred Shopper loyalty program are recognized as a reduction in sales as products are sold. Periodically, the company will run a point based sales incentive program that rewards customers with future sales discounts. The company makes reasonable and reliable estimates of the amount of future discounts based upon historical experience and its customer data tracking software. Sales are reduced by these estimates over the life of the program.

(p) Cost of Sales, Including Warehousing and Distribution Expenses
"Cost of sales, including warehousing and distribution expenses" consists of direct product costs (net of discounts and allowances), warehouse costs, transportation costs and manufacturing facility costs.

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WEIS MARKETS, INC.

Note 1 Summary of Significant Accounting Policies (continued)

(q) Vendor Allowances
Vendor rebates, credits and promotional allowances that relate to the company's buying and merchandising activities, including lump-sum payments associated with long-term contracts, are recorded as a component of cost of sales as they are earned, in accordance with its underlying agreement. Off invoice and bill back allowances are used to reduce direct product costs upon the receipt of goods. Volume incentive discounts are realized as a reduction of cost of sales at the time it is deemed probable and reasonably estimable that the incentive target will be reached. Promotional allowance funds for specific vendor sponsored programs are recognized as a reduction of cost of sales as the program occurs and the funds are earned per the agreement. Cash discounts for prompt payment of invoices are realized in cost of sales as invoices are paid. Warehouse and back haul allowances provided by suppliers for distributing their product through our distribution system are recorded in cost of sales as the required performance is completed. Warehouse rack and slotting allowances are recorded in cost of sales when new items are initially setup in the company's distribution system, which is when the related expenses are incurred and performance under the agreement is complete. Swell allowances for damaged goods are realized in cost of sales as provided by the supplier, helping to offset product shrink losses also recorded in cost of sales.

Vendor allowances recorded as credits in cost of sales totaled $44.1 million in 2003, $44.3 million in 2002, and $40.7 million in 2001. Vendor paid cooperative advertising credits totaled $16.6 million in 2003, $17.7 million in 2002, and $18.9 million in 2001. These credits were netted against advertising costs within "Operating, general and administrative expenses." As of December 27, 2003, the company had accounts receivable due from vendors of $2.4 million for earned advertising credits and $4.7 million for earned promotional discounts. The company had $2.8 million in unearned revenue included in accrued liabilities for unearned vendor programs under long-term contracts for display and shelf space allocation.

(r) Operating, General and Administrative Expenses
Business operating costs including expenses generated from administration and purchasing functions, are recorded in "Operating, general and administrative expenses" on the Consolidated Statements of Income. Business operating costs include items such as wages, benefits, utilities, repairs and maintenance, advertising cost and credits, rent, insurance, equipment depreciation, leasehold amortization and costs for outside provided services.

(s) Advertising Costs
The company expenses advertising costs as incurred. The company recorded advertising expense, before vendor paid cooperative advertising credits, of $25.3 million in 2003, $23.6 million in 2002, and $26.3 million in 2001 in "Operating, general and administrative expenses."

(t) Rental Income
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 "Other income." All leases are operating leases, as disclosed in Note 5, and do not contain upfront considerations.

(u) 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 consolidated financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates.

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WEIS MARKETS, INC.

Note 2 Marketable Securities
Marketable securities, as of December 27, 2003 and December 28, 2002, consisted of:

        Gross   Gross    
        Unrealized   Unrealized    
(dollars in thousands)   Amortized   Holding   Holding   Fair
December 27, 2003   Cost   Gains   Losses   Value
Available-for-sale:                
   Pennsylvania state and municipal bonds $ 6,514 $ 9 $ ---     $ 6,523
   Equity securities   3,125   7,559   ---       10,684
   Other short-term investments           69,888              ---                  ---               69,888
  $         79,527 $           7,568 $            ---     $         87,095
 
        Gross   Gross    
        Unrealized   Unrealized    
(dollars in thousands)   Amortized   Holding   Holding   Fair
December 28, 2002   Cost   Gains   Losses   Value
Available-for-sale:                
   Pennsylvania state and municipal bonds $ 6,514 $ 26 $ ---     $ 6,540
   U.S. Treasury securities   1,023   4   ---       1,027
   Equity securities   3,125   7,064   10   10,179
   Other short-term investments           25,764              ---                  ---               25,764
  $         36,426 $           7,094 $                10 $         43,510

Maturities of marketable securities classified as available-for-sale at December 27, 2003, were as follows:

    Amortized   Fair
(dollars in thousands)   Cost   Value
Available-for-sale:        
   Due within one year $ 76,402 $ 76,411
   Equity securities           3,125         10,684
  $       79,527 $       87,095
         
See additional disclosures regarding marketable securities in Notes 1(d) and 13.        

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WEIS MARKETS, INC.

Note 3 Inventories
Merchandise inventories, as of December 27, 2003 and December 28, 2002, were valued as follows:

(dollars in thousands)   2003   2002
LIFO $ 139,577 $ 145,138
Average cost         33,975         37,694
  $     173,552 $     182,832

If all inventories were valued on the average cost method, which approximates current cost, total inventories would have been $39,259,000 and $39,006,000 higher than as reported on the above methods as of December 27, 2003 and December 28, 2002, 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)   2003   2002   2001
Net income $ 54,724 $ 57,975 $ 48,947
Basic and diluted earnings per share $ 2.01 $ 2.13 $ 1.52

Note 4 Property and Equipment
Property and equipment, as of December 27, 2003 and December 28, 2002, consisted of:

  Useful Life        
(dollars in thousands) (in years)   2003   2002
Land   $ 64,669 $ 64,209
Buildings and improvements 10-60   338,526   335,224
Equipment   3-12   495,867   478,570
Leasehold improvements   5-20        99,819        99,690
   Total, at cost     998,881   977,693
Less accumulated depreciation and amortization        584,709      549,540
    $    414,172 $    428,153

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WEIS MARKETS, INC.

Note 5 Lease Commitments
At December 27, 2003, the company leased approximately 58% 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. Rents on operating leases, including agreements with step rents, are charged to expense on a straight-line basis over the minimum lease term. The company does not have any leases that include capital improvement funding or other lease concessions.

Rent expense and income on all leases consisted of:

(dollars in thousands)   2003   2002   2001  
Minimum annual rentals $ 28,453 $ 29,291 $ 29,706  
Contingent rentals   262   274   219  
Lease and sublease income      (8,053 )    (7,708 )    (7,575 )
  $   20,662 $   21,857 $   22,350  

The following is a schedule by years of future minimum rental payments required under operating leases and total minimum sublease and lease rental income to be received that have initial or remaining non-cancelable lease terms in excess of one year as of December 27, 2003.

(dollars in thousands)   Leases   Subleases  

2004

 $ 26,545    $ (6,545 )

2005

   24,550   (5,009 )

2006

   22,282   (3,950 )
2007   19,653   (2,896 )
2008   18,768   (1,975 )
Thereafter        122,321         (3,160 )
  $      234,119    $       (23,535 )

The company has $2,490,000 accrued for future minimum rental payments due on previously closed stores, reduced by the estimated sublease income to be received. The future minimum rental payments required under operating leases and estimated sublease income for these locations are included in the above schedule.

 

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WEIS MARKETS, INC.

Note 6 Retirement Plans
The company has a contributory retirement savings plan (401(k)) covering substantially all full-time associates, a noncontributory profit-sharing plan covering eligible associates, a noncontributory associate stock bonus plan covering eligible associates and two supplemental retirement plans covering certain officers of the company. An eligible associate as defined in the Weis Markets, Inc. Profit Sharing Plan and the Weis Markets, Inc. Employee Stock Bonus Plan includes certain salaried associates, store management and administrative support personnel. The company's policy is to fund 401(k), profit-sharing and stock bonus costs as 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.

Retirement plan costs amounted to:

(dollars in thousands)   2003   2002   2001
Retirement savings plan $ 992 $ 987 $ 955
Profit-sharing plan   852   850   850
Employee stock bonus plan   40   40   40
Supplemental retirement plans             629             400            303
  $        2,513 $        2,277 $       2,148

The company maintains a non-qualified supplemental retirement plan for the payment of specific amounts of annual retirement benefits to certain officers or their beneficiaries over an actuarially computed normal life expectancy. The benefits are determined through actuarial calculations dependent on the age of the recipient, using an assumed discount rate of 7.5%.

The net periodic defined benefit obligation is computed as follows:

(dollars in thousands)   2003   2002  
Benefit obligation at beginning of year $ 5,638 $ 5,599  
Interest cost   402   389  
Benefit payments   (283 ) (415 )
Actuarial gain               41               65  
  $        5,798 $        5,638  

The company also maintains a second non-qualified supplemental retirement plan for certain of its associates. This plan is designed to provide retirement benefits and salary deferral opportunities because of the limitations imposed by the Internal Revenue Code and the Regulations implemented by the Internal Revenue Service. Participants in this plan are excluded from participation in the Profit Sharing and Employee Stock Bonus plans. The Board of Directors annually determines the amount of the allocation to the plan at its sole discretion. The allocation among the various plan participants is made in relationship to their compensation, years of service and job performance. Plan participants are 100% vested in their accounts after seven years of service with the company. Benefits are distributed among participants upon reaching the applicable retirement age. Substantial risk of benefit forfeiture does exist for participants in this plan. The actuarial present value of accumulated benefits amounted to $2,616,000 and $2,138,000 at December 27, 2003 and December 28, 2002, respectively.

The company has no other post-retirement benefit plans.

Page 22 of 33 (Form 10-K)

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WEIS MARKETS, INC.

Note 7 Incentive Plans
(a) Stock Option Plan
The company has an incentive stock option plan for officers and other key associates under which 185,480 shares of common stock are reserved for issuance at December 27, 2003. 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 27, 2003, in options outstanding under the plan were as follows:

    Weighted-Average   Shares  
    Exercise Price   Under Option  
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  
     Granted   $35.73   750  
     Exercised   $30.40   (8,300 )
     Forfeited   $35.93        (1,200 )
Balance, December 28, 2002   $34.99     111,270  
     Exercised   $27.99        (3,170 )
Balance, December 27, 2003   $35.20     108,100  

Exercise prices for options outstanding as of December 27, 2003 ranged from $26.50 to $37.94. The weighted-average remaining contractual life of those options is five years. As of December 27, 2003, all options are exercisable.

(b) Company Appreciation Plan
Under the company appreciation plan, officers and other associates 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 2003, 2002 and 2001, the company awarded 0, 13,500 and 20,100 rights, respectively, under the plan. Earnings were charged $0 in 2003, $37,000 in 2002, and credited $188,000 in 2001 for appropriate changes to the accrued expense for this plan.

Page 23 of 33 (Form 10-K)

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WEIS MARKETS, INC.

Note 8 Long-Term Debt
In October 2002, the company entered into a three-year unsecured Revolving Credit Agreement (the "Credit Agreement") in the amount of $100 million to provide funds for general corporate purposes including working capital and letters of credit. The Credit Agreement requires the maintenance of affirmative and negative covenants, which among other things restrict stock purchases, capital expenditures, and asset dispositions. The covenants include the preservation of a minimum consolidated net worth and a fixed charge coverage ratio. Borrowings under the Credit Agreement bear interest at a Base-Rate Option or Euro-Rate Option at the discretion of the company. The Base-Rate is the greater of Prime Rate or 0.50% plus the Federal Funds Effective Rate. The Euro-Rate is based upon the London interbank market plus an Applicable Margin. The Applicable Margin equals 0.625% plus a Usage Fee of 0.125% when borrowings exceed 33% of the aggregate committed amounts, or 0.25% when borrowings exceed 67% of the aggregate committed amounts, or 0% in all other cases. The company also pays a commitment fee equal to 0.15% per annum on the unused portion of the Credit Agreement. At December 27, 2003, the company had no cash borrowings but had outstanding letters of credit of approximately $21 million under the Credit Agreement. The letters of credit typically act as a guarantee of payment to certain third parties in accordance with specified terms and conditions.

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 was reduced to $45 million on November 15, 2001, $30 million on March 29, 2002, $25 million on May 31, 2002, and cancelled on August 30, 2002. The weighted-average interest rate for funds borrowed via the bridge credit agreement was 2.9% and 3.0% in 2002 and 2001, respectively.

Page 24 of 33 (Form 10-K)

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WEIS MARKETS, INC.

Note 9 Income Taxes
The provision (benefit) for income taxes consists of:

(dollars in thousands)   2003   2002   2001
Current:            
   Federal $ 28,387 $ 34,665 $ 26,637
   State   1,520   4,433   3,773
Deferred:            
   Federal   3,141   (2,150 ) 1,005
   State             580         (1,411 )          377
  $      33,628 $      35,537 $     31,792

The reconciliation of income taxes computed at the federal statutory rate (35% in 2003, 2002 and 2001) to the provision for income taxes is:

(dollars in thousands)   2003   2002   2001  
Income taxes at federal statutory rate $ 30,871 $ 33,140 $ 28,646  
State income taxes, net of federal income tax benefit   1,366   1,964   2,697  
Other          1,391             433            449  
   Provision for income taxes (effective tax rate 38.1%, 37.5% and 38.8%,
    respectively)		 $      33,628 $      35,537 $     31,792  

Cash paid for income taxes was $31,123,000, $29,960,000 and $30,051,000 in 2003, 2002 and 2001, respectively.

The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities at December 27, 2003 and December 28, 2002, are:

(dollars in thousands)   2003     2002  
Deferred tax assets:            
   Accounts receivable $ 122   $ 517  
   Compensated absences   474     511  
   Employee benefit plans   10,193     6,060  
   General liability insurance   1,618     1,584  
   Nondeductible accruals and other            2,772              1,200  
      Total deferred tax assets          15,179              9,872  
Deferred tax liabilities:            
   Inventories   (7,246 )   (7,635 )
   Unrealized gain on marketable securities   (3,140 )   (2,939 )
   Depreciation         (24,182 )         (14,765 )
      Total deferred tax liabilities         (34,568 )         (25,339 )
   Net deferred tax liability $       (19,389 ) $       (15,467 )
Current deferred asset (liability) - net $ 4,793   $ (702 )
Noncurrent deferred liability - net         (24,182 )         (14,765 )
   Net deferred tax liability $       (19,389 ) $       (15,467 )

Page 25 of 33 (Form 10-K)

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WEIS MARKETS, INC.

Note 10 Comprehensive Income

(dollars in thousands)   2003   2002   2001  
Net income $ 54,576 $ 59,149 $ 50,055  
Other comprehensive income by component, net of tax:              
   Unrealized holding gains (losses) arising during period (Net of deferred taxes of $201, $1,655 and $335, respectively)   283   (2,334 ) (471 )
   Reclassification adjustment for gains included in net income (Net of deferred taxes of $0, $0 and $236, respectively)           ---               ---               (334 )
Other comprehensive income, net of tax            283         (2,334 )         (805 )
Comprehensive income $      54,859 $      56,815 $     49,250  

Note 11 Goodwill and Intangible Assets
The effect of goodwill amortization on net income and earnings per share for 2003, 2002 and 2001, is as follows:

(dollars in thousands, except per share amounts)   2003   2002   2001  
Net income $ 54,576 $ 59,149 $ 50,055  
Add: Goodwill amortization, net of tax           ---               ---              1,618  
Adjusted net income $      54,576 $      59,149 $      51,673  
Basic and diluted earnings per share $ 2.01 $ 2.17 $ 1.55  
Add: Goodwill amortization, net of tax           ---               ---                 .05  
Adjusted basic and diluted earnings per share $          2.01 $          2.17 $         1.60  

The company adopted FASB Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142") effective for fiscal years beginning December 30, 2001. Under these new rules, goodwill and intangible assets deemed to have indefinite lives are no longer amortized but are subjected to annual impairment tests. As of December 27, 2003, the company has no intangible assets with indefinite lives.

Note 12 Summary of Quarterly Results (Unaudited)
Quarterly financial data for 2003 and 2002 are as follows:

(dollars in thousands, Thirteen Weeks Ended
except per share amounts)   Mar. 29, 2003   June 28 2003   Sep. 27, 2003   Dec. 27, 2003
Net sales $ 509,071 $ 507,981 $ 504,690 $ 520,757
Gross profit on sales   133,129   134,446   133,391   135,607
Net income   15,784   13,779   10,864   14,149
Basic and diluted earnings per share   .58   .51   .40   .52
   
    Mar. 30, 2002   June 29, 2002   Sep. 28, 2002   Dec. 28, 2002
Net sales $ 504,423 $ 491,865 $ 495,891 $ 507,185
Gross profit on sales   131,683   131,718   132,071   132,413
Net income   14,776   13,553   14,846   15,974
Basic and diluted earnings per share   .54   .50   .55   .58

Page 26 of 33 (Form 10-K)

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WEIS MARKETS, INC.

Note 13 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.

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.

Page 27 of 33 (Form 10-K)

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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 27, 2003 and December 28, 2002, and the related consolidated statements of income, shareholders' equity and cash flows for each of the three years in the period ended December 27, 2003. Our audits also included the financial statement schedule listed in the Index at Item 15a. These financial statements and schedule are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements and schedule 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 financial statements referred to above present fairly, in all material respects, the consolidated financial position of Weis Markets, Inc. at December 27, 2003 and December 28, 2002, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 27, 2003, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

  

Harrisburg, PA
January 27, 2004

Page 28 of 33 (Form 10-K)

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WEIS MARKETS, INC.

Item 9.      Changes in and Disagreements With Accountants on Accounting and Financial Disclosure:

None.

Page 29 of 33 (Form 10-K)

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WEIS MARKETS, INC.

 

PART III

 

Item 10.      Directors and Executive Officers of the Registrant:

"Election of Directors" on pages 5 and 6 and "Audit Committee Financial Expert" on page 7 of the Weis Markets, Inc. definitive proxy statement dated March 5, 2004 is incorporated herein by reference.

Officers not listed on pages 5 and 6 in the Weis Markets, Inc. definitive proxy statement dated March 5, 2004:

Steven W. Michaelson Mr. Michaelson was previously employed by Wegmans Food Markets, Inc. Rochester, NY, as Senior Vice President of Marketing from 1994 to 2002. In 2002, he was a founder and co-owner of T.M. Branding, a consulting firm. The company has employed Mr. Michaelson as Senior Vice President Merchandising and Marketing since September 2002.

Edward W. Rakoskie, Jr. The company has employed Mr. Rakoskie since 1962 in various operational positions. Mr. Rakoskie served as Vice President Store Operations from 1995 through 1997 and was promoted to Vice President of Operations in 1998.

The Company has adopted a "Code of Business Conduct and Ethics" that applies to all of its directors, officers and employees. Separately, the Company also adopted a "Code of Ethics for CEO and CFO" specific to its chief executive officer, chief financial officer, controller and any person performing similar functions. The Company has made both documents available on its corporate governance website at http://weismarkets.com/governance_info.php.

Item 11.      Executive Compensation:

"Committees of the Board and Meeting Attendance," "Compensation Committee Interlocks and Insider Participation," "Summary Compensation Table," "Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Option/SAR Values," "Board Compensation Committee Report on Executive Compensation," and "Retirement Plans" on pages 6 through 11 of the Weis Markets, Inc. definitive proxy statement dated March 5, 2004 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 5, 2004 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 $87,131 in fiscal 2003. 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.

Item 14.       Principal Accountant Fees and Services:

"Ratification Of Appointment Of Independent Auditors" on page 11 of the Weis Markets, Inc. definitive proxy statement dated March 5, 2004 is incorporated herein by reference.

Page 30 of 33 (Form 10-K)

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WEIS MARKETS, INC.

PART IV

Item 15.      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.

Financial statement schedules required to be filed by Item 8 of this form, and by Item 15(d) below:

    Schedule II - Valuation and Qualifying Accounts

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)  Reports on Form 8-K - One Form 8-K, Item 12, was filed on October 17, 2003, to announce the third quarter results of the company.

(c)  A listing of exhibits filed or incorporated by reference is as follows:

Exhibit No. Exhibits
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 - CEO
10-G Executive Employment Contract - CFO
10-H Revolving Credit Agreement
21 Subsidiaries of the Registrant

31.1

 Rule 13a-14(a) Certification- CEO

31.2

 Rule 13a-14(a) Certification- CFO

32

 Certification Pursuant to 18 U.S.C. Section 1350

Exhibits 10-A, 10-B, 10-G and 10-H have been filed as exhibits under Part IV, Item 15(c) in Form 10-K for the fiscal year ended December 28, 2002 and are incorporated herein by reference.

Exhibit 3-A has been filed as exhibit 4.1 in Form S-8 on September 13, 2002 and is incorporated herein by reference.

Exhibit 10-D has been filed on Form S-8 on September 13, 2002 and is incorporated herein by reference.

Exhibits 3-B, 10-C, 10-E and 10-F have been filed as exhibits under Part IV, Item 14(c) in Form 10-K for the fiscal year ended December 29, 2001 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.

Page 31 of 33 (Form 10-K)

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WEIS MARKETS, INC.

Item 15d.       Schedule II - Valuation and Qualifying Accounts:

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
WEIS MARKETS, INC.
(dollars in thousands)
COL. A   COL. B   COL. C   COL. D   COL. E
        Additions        
    Balance at   Charged to   Charged to       Balance at
    Beginning   Costs and   Accounts   Deductions   End of
Description   of Period   Expenses   Describe   Describe (1)   Period
Year ended December 27, 2003:                    
Deducted from asset accounts:                    
Allowance for uncollectible accounts $ 1,878 $ 2,164 $ ---     $ 2,544 $ 1,498
                     
Year ended December 28, 2002:                    
Deducted from asset accounts:                    
Allowance for uncollectible accounts $ 2,254 $ 863 $ ---     $ 1,239 $ 1,878
                     
Year ended December 29, 2001:                    
Deducted from asset accounts:                    
Allowance for uncollectible accounts $ 2,380 $ 1,513 $ ---     $ 1,639 $ 2,254
                     
(1) Deductions are uncollectible accounts written off, net of recoveries.

Page 32 of 33 (Form 10-K)

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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         03/05/2004          /S/Norman S. Rich  
    Norman S. Rich  
    President / Chief Executive Officer  
    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         03/05/2004          /S/Robert F. Weis  
    Robert F. Weis  
    Chairman of the Board of Directors  
       
Date         03/05/2004          /S/Jonathan H. Weis  
    Jonathan H. Weis  
    Vice Chairman and Secretary  
    and Director  
       
Date         03/05/2004          /S/Norman S. Rich  
    Norman S. Rich  
    President / Chief Executive Officer  
    and Director  
       
Date         03/05/2004          /S/William R. Mills  
    William R. Mills  
    Senior Vice President and Treasurer /  
    Chief Financial Officer / Chief Accounting Officer  
    and Director  
       
Date         03/05/2004          /S/Richard E. Shulman  
    Richard E. Shulman  
    Director  
       
Date         03/05/2004          /S/Michael M. Apfelbaum  
    Michael M. Apfelbaum  
    Director  
       
Date         03/05/2004          /S/Steven C. Smith  
    Steven C. Smith  
    Director  

 

Page 33 of 33 (Form 10-K)

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EXHIBIT 21

WEIS MARKETS, INC.

SUBSIDIARIES OF THE REGISTRANT

 

  State of Incorporation Percent Owned by 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%  
       
The consolidated financial statements include the accounts of the company and its subsidiaries.

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EXHIBIT 31.1

WEIS MARKETS, INC.

CERTIFICATION- CEO

I, Norman S. Rich, President/CEO of Weis Markets, Inc., certify that:

1.  I have reviewed this annual report on Form 10-K of Weis Markets, Inc.;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit
     to state a material fact necessary to make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the periods covered by this annual report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report,
     fairly present in all material respects the financial condition, results of operations and cash flows of the
     registrant as of, and for, the periods presented in this report;

4.  The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure
     controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

         a)  designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
              be designed under our supervision, to ensure that material information relating to the registrant, including
              its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
              period in which this annual report is being prepared;
         b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this
              report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
              of the period covered by this report based on such evaluation; and
        c)  disclosed in this report any change in the registrant's internal control over financial reporting that occurred
             during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an
            annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's
             internal control over financial reporting; and

5.  The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of registrant's board
of directors (or persons performing the equivalent functions):

         a)  all significant deficiencies and material weaknesses in the design or operation of internal controls over
              financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process,
              summarize and report financial information; and
         b)  any fraud, whether or not material, that involves management or other employees who have a significant
               role in the registrant's internal control over financial reporting.

Date: March 5, 2004                                                                                                     /S/ Norman S. Rich
                                                                                                                                         Norman S. Rich                                                                                                                                           President/CEO

 

 

 

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EXHIBIT 31.2

WEIS MARKETS, INC.

CERTIFICATION- CFO

I, William R. Mills, Senior Vice President and Treasurer/CFO of Weis Markets, Inc., certify that:

1.  I have reviewed this annual report on Form 10-K of Weis Markets, Inc.;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit
     to state a material fact necessary to make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the periods covered by this annual report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report,
     fairly present in all material respects the financial condition, results of operations and cash flows of the
     registrant as of, and for, the periods presented in this report;

4.  The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure
     controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

         a)  designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
              be designed under our supervision, to ensure that material information relating to the registrant, including
              its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
              period in which this annual report is being prepared;
         b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this
              report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
              of the period covered by this report based on such evaluation; and
        c)  disclosed in this report any change in the registrant's internal control over financial reporting that occurred
             during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an
             annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's
             internal control over financial reporting; and

5.  The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of registrant's board
of directors (or persons performing the equivalent functions):

         a)  all significant deficiencies and material weaknesses in the design or operation of internal controls over
              financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process,
              summarize and report financial information; and
         b)  any fraud, whether or not material, that involves management or other employees who have a significant
               role in the registrant's internal control over financial reporting.

Date: March 5, 2004                                                                                                     /S/ William R. Mills
                                                                                                                                         William R. Mills
                                                                                                                                      Senior Vice President
                                                                                                                                         and Treasurer/CFO

 

 

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EXHIBIT 32

WEIS MARKETS, INC.

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Weis Markets, Inc. (the "company") on Form 10-K for the year ending December 27, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), We, Norman S. Rich, President / Chief Executive Officer, and William R. Mills, Senior Vice President and Treasurer / Chief Financial Officer, of the company, certify, pursuant to and for purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company.

/S/ Norman S. Rich
Norman S. Rich
President / CEO
03/05/2004

/S/ William R. Mills
William R. Mills
Senior Vice President and Treasurer / CFO
03/05/2004

A signed original of this written statement required by Section 906 has been provided to Weis Markets, Inc. and will be retained by Weis Markets, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.