WEIS MARKETS INC - Quarter Report: 2004 September (Form 10-Q)

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

FORM 10-Q

Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934

(Mark One)

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

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

Not Applicable
(Former name, former address and former fiscal year, if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.   Yes [X]  No   [   ]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Common Stock, No Par Value                                                                               27,077,227 shares
                                                                                                                   (Outstanding at end of period)

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WEIS MARKETS, INC.

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Page 3 of 9 (Form 10-Q)

WEIS MARKETS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

(1) Significant Accounting Policies
Basis of Presentation: The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The operating results for the periods presented are not necessarily indicative of the results to be expected for the full year. For further information, refer to the consolidated financial statements and footnotes thereto included in the company's latest annual report on Form 10-K.

(2) Comprehensive Income
The components of comprehensive income, net of related tax, for the period ended September 25, 2004 and September 27, 2003 are as follows:

In accordance with SFAS No. 144, the company recorded a pre-tax charge for the impairment of long-lived assets of $1.4 million in the second quarter of 2004. The long-lived asset held for sale was a closed store sold on July 7, 2004. These charges are included as a component of other income and adjusted the carrying value of the closed store to its estimated fair market value less cost to sell.

Page 4 of 9 (Form 10-Q)

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WEIS MARKETS, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OPERATING RESULTS

      Total sales for the third quarter ended September 25, 2004 increased 2.8% to $518.6 million compared to sales of $504.7 million in the same quarter of 2003. Sales for the first three quarters of this year increased 2.6% to $1.56 billion compared to $1.52 billion in 2003. Comparable store sales in the third quarter increased 3.1% compared to a 2.4% increase in 2003. Through the first three quarters of this year, the company experienced a 3.1% increase in comparable store sales compared to a 2.6% increase for the same period a year ago. The third quarter results represent the thirteenth consecutive quarterly increase in comparable store sales.

      Favorable sales results for the quarter and year-to-date were heavily impacted by a continuing strong performance from the store perishable departments. Although the company experienced some product cost inflation in the first three quarters of 2004, management does not feel it can accurately measure the full impact 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.

      Company revenues are generated from the sale of consumer products in our grocery supermarkets and pet supply stores. 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 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.

      Gross profit of $136.7 million at 26.4% of sales, increased $3.3 million or 2.5% versus the same quarter last year and the gross profit rate remained the same. The year-to-date gross profit at 26.3% of sales increased $8.9 million or 2.2% and the gross profit rate remained the same. Cost of sales consists of direct product costs (net of discounts and allowances), warehouse costs, transportation costs and manufacturing facility costs. Year-to-date vendor rebates, credits and promotional allowances related to buying and merchandising activities decreased $1.9 million compared to the first three quarters of last year. In contrast, through inventory shrink loss reduction initiatives, the company reduced its inventory shrink losses by $1.3 million compared to the first three quarters of last year. Management is not aware of any events or trends that may materially impact sales or product costs, causing a material change to the overall financial operation of the company.

      Operating, general and administrative expenses during the third quarter of $121.4 million at 23.4% of sales, increased $1.2 million or 1.0% compared to the same quarter in 2003. As a percentage of sales, operating expenses decreased 0.4% compared with the third quarter last year. Year-to-date operating, general and administrative expenses increased $6.3 million compared to the first three quarters of last year, but remained consistent as a percentage of sales at 22.8% compared with 22.9% of sales in 2003.

     The company's net income in the first three quarters of this year was negatively impacted by substantial increases in employee labor and benefit expenses. In addition to the expected labor cost increases associated with sales growth, the company added hours for extensive store level employee-training programs. With a better-trained workforce, management expects to recoup the investment in productivity gains while also improving sales through better customer service. Year-to-date employee health care costs increased $3.0 million compared to the first three quarters of 2003. The company self-insures a majority of its employee health care benefits and has experienced an inordinate amount of high dollar claims since the fourth quarter of 2003. Medical claims returned to expected dollar levels in the current quarter as health care costs in the third quarter rose 6.6% compared to increases of 10.8% and 62.2% in the first and second quarters of this year. Management is working with a health care consulting firm on cost containment strategies to bring these costs back in line with historical performance results. Employer paid employment taxes increased $1.4 million due to additional hours worked and significant increases in state unemployment tax rates.

       Costs associated with property and casualty insurance coverage maintained with outside carriers, but with high deductible and retention levels, increased $660,000 in the first three quarters compared to the same period last year. Management is currently working with a third party firm on premium reducing strategies.

      The company implemented a store relamping and retrofitting program to improve lighting and reduce utility costs. Management believes the two-year retrofitting program will reduce electric costs by approximately 5.0% when fully completed in 2005.

Page 5 of 9 (Form 10-Q)

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WEIS MARKETS, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)

OPERATING RESULTS (continued)

      The installation of new ergonomic warehouse product picking racks designed to improve working conditions and productivity was completed in the third quarter of 2004. Several other efforts to improve productivity through technology enhancements are underway in the distribution center and will be completed by year-end. The company also continues to evaluate several new technology solutions geared to improving inventory control and labor efficiencies in its stores for implementation in 2005.

       In the third quarter, the company's investment income totaled $435,000 at 0.1% of sales, an increase of $132,000 or 43.6% compared to the same period a year ago. Year-to-date, the company's investment income increased $282,000 or 30.7% to $1.2 million.

      The company's other income is primarily generated from rental income, coupon-handling fees, store service commissions, cardboard salvage, gain or loss on the sale of fixed assets and interest expense. Other income of $3.8 million at 0.7% of sales decreased $523,000 or 12.1% compared to the same quarter last year. Year-to-date other income of $11.7 million at 0.7% of sales decreased $1.1 million or 8.7% versus a year ago. In the first quarter, the company realized a pre-tax net gain on the sale of fixed assets of $1.5 million, predominantly related to the sale of a closed store facility. The company incurred a pre-tax impairment loss of $1.4 million during the second quarter of 2004 on a closed store facility, which was sold on July 7, 2004.

      The effective tax rate for the third quarter of 2004 was 37.6% compared with 39.1% in 2003. Year-to-date, the effective tax rate was 37.4% compared to 38.3% in the same period last year.

      For the three month period ended September 25, 2004, net income of $12.2 million increased 12.4% compared to the same period last year. Basic and diluted earnings per share of $0.45 for the quarter increased 12.5% compared to 2003. Year-to-date earnings increased 4.1% from $40.4 million to $42.1 million. Basic and diluted earnings per share in the first three quarters of 2004 increased 4.0% to $1.55 compared to $1.49 generated in the first three quarters of last year.

      As of September 25, 2004, 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

      During the first nine months of 2004, the company generated $93.6 million in cash flows from operating activities compared to $96.8 million for the same period in 2003. Working capital decreased $15.2 million or 9.4% since the beginning of the year, primarily due to a special one-dollar per share dividend paid to shareholders in September of 2004.

      Net cash used in investing activities in the first three quarters of 2004 totaled to $41.4 million compared to the $74.9 million used in 2003. Capital expenditures for the first three quarters totaled $50.3 million compared to $24.3 million in 2003. At the beginning of the current year, the company estimated that its current year capital expenditure plans would require an investment of $93.2 million. Due to several delays in building plans, the company reduced this estimate to $75.0 million in the second quarter. The capital expenditure plan includes 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 company processing and distribution facilities.

Page 6 of 9 (Form 10-Q)

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WEIS MARKETS, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)

LIQUIDITY AND CAPITAL RESOURCES (continued)

      Net cash used in financing activities during the first three quarters of 2004 was $52.0 million compared to $22.3 million in 2003. Treasury stock purchases amounted to $2.3 million in the first three quarters of the year compared to $45,000 in purchases during the same period in the prior year. The April 14, 2004 Board resolution authorizing the purchase of 1,000,000 shares of treasury stock has a remaining balance of 948,890 shares.

      The company paid its shareholders $49.9 million in cash dividends in the first three quarters of 2004 compared with $22.3 million paid in the first three quarters of last year. On September 3, 2004, the company paid a special one-dollar per share dividend totaling $27.1 million to its shareholders. At a regular meeting held in October, the Board of Directors unanimously approved a quarterly dividend of $0.28 per share, payable on November 19, 2004 to shareholders of record on November 5, 2004.

     The company has no other commitment of capital resources as of September 25, 2004, other than the lease commitments on its store facilities under operating leases that expire at various dates up to 2024. The company anticipates funding its working capital requirements during the next twelve months, including its capital expenditure requirements, through internally generated cash flows from operations and without external financing. If the need were to arise for additional funding, the company has a $100 million three-year unsecured Revolving Credit Agreement that was established in October of 2002 for general corporate purposes. At September 25, 2004, the company had no cash borrowings, but did have outstanding letters of credit of approximately $17.6 million under the credit agreement.

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 included in the 2003 10-K. There have been no changes to the Critical Accounting Policies since the company filed its Annual Report on Form 10-K for the year ended December 27, 2003.

FORWARD-LOOKING STATEMENTS

       In addition to historical information, this 10-Q 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative Disclosure - There have been no material changes in the company's market risk during the nine months ended September 25, 2004. Quantitative information is set forth in Item 7a on the company's Form 10-K under the caption "Quantitative Disclosures About Market Risk," which was filed for the fiscal year ended December 27, 2003 and is incorporated herein by reference.

Qualitative Disclosure - This information is set forth in Item 7a of the company's 10-K under the caption "Liquidity and Capital Resources," within "Management's Discussion and Analysis of Financial Condition and Results of Operations," which was filed for the fiscal year ended December 27, 2003 and is incorporated herein by reference.

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WEIS MARKETS, INC.

ITEM 4. CONTROLS AND PROCEDURES

The Chief Executive Officer and the Chief Financial Officer of the company (its principal executive officer and principal financial officer, respectively) have concluded, based on their evaluation as of a date within 90 days prior to the date of the filing of this Report, that the company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the company in the reports filed or submitted by it under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by the company in such reports is accumulated and communicated to the company's management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There were no significant changes in the company's internal controls or in other factors that could significantly affect these controls subsequent to the date of such evaluation.

Page 8 of 9 (Form 10-Q)

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WEIS MARKETS, INC.

 Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits.

        Exhibit 31.1 Rule 13a-14(a) Certification - CEO

        Exhibit 31.2 Rule 13a-14(a) Certification - CFO

        Exhibit 32 Certification Pursuant to 18 U.S.C. Section 1350

(b) Reports on Form 8-K

One Form 8-K, Item 12, was filed on July 19, 2004, to announce the second quarter results of the company.

One Form 8-K, Item 4, was filed on September 29, 2004, to announce on September 23, 2004, Ernst & Young LLP ("E&Y") notified Weis Markets, Inc. (the "Registrant") that they did not wish to submit a proposal for the 2005 audit engagement and had also decided to resign as auditors for fiscal year 2004 effective immediately. The reports on the Registrant's financial statements from E&Y for the past two years, or any year prior to that period, have not contained an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. There have been no disagreements with E&Y on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure during the two most recent fiscal years, any subsequent interim period through the date of resignation or in any of the years prior to that period, which, if not resolved to the satisfaction of E&Y, would have caused it to make reference to the subject matter of the disagreement in connection with its report.

On September 24, 2004, the Audit Committee of the Registrant engaged Grant Thornton LLP as the Registrant's independent accountant. The Registrant did not, nor did anyone on its behalf, consult Grant Thornton LLP during the Registrant's two (2) most recent fiscal years and during the subsequent interim period prior to the Registrant's engagement of Grant Thornton LLP regarding the application of accounting principles to a specified transaction (completed or proposed) or the type of audit opinion that might be rendered on the Registrant's financial statements. The Audit Committee's decision was based upon a review of competitive bids submitted from various accounting firms per requests made by the Registrant earlier in the year.

Grant Thornton LLP informed the Registrant that it has completed client acceptance procedures and has accepted the audit engagement. The Registrant provided Grant Thornton LLP with a copy of this disclosure before it was filed with the Commission.

One Form 8-K, Item 12, was filed on October 25, 2004, to announce the third quarter results of the company.

SIGNATURES

       Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Page 9 of 9 (Form 10-Q)

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EXHIBIT 31.1

WEIS MARKETS, INC.

CERTIFICATION- CHIEF EXECUTIVE OFFICER
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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

1.  I have reviewed this quarterly report on Form 10-Q 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 quarterly 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 and 15d-15) 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 quarterly 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 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: November 4, 2004                                                                                                  /S/ Norman S. Rich
                                                                                                                                         Norman S. Rich

                                                                                                                                          President/CEO

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EXHIBIT 31.2

WEIS MARKETS, INC.

CERTIFICATION- CHIEF FINANCIAL OFFICER
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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

1.  I have reviewed this quarterly report on Form 10-Q 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 quarterly 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 and 15d-15) 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 quarterly 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 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: November 4, 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 10-Q Report of Weis Markets, Inc. (the "company") on Form 10-Q for the quarter ending September 25, 2004, 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
11/04/2004

/S/ William R. Mills
William R. Mills
Senior Vice President and Treasurer / CFO
11/04/2004

The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code) and is not being filed as part of the report or as a separate disclosure document.

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.