WEIS MARKETS INC - Quarter Report: 2004 March (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                                                                               27,125,154 shares
                                                                                                                   (Outstanding at end of period)

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WEIS MARKETS, INC.

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Page 1 of 9 (Form 10-Q)

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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 March 27, 2004 and March 29, 2003 are as follows:

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 first quarter ended March 27, 2004 increased 2.3% to $520.7 million compared to sales of $509.1 million in the same quarter of 2003. Comparable store sales in the first quarter increased 3.0% compared to a 1.4% increase in 2003.

      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.

      Recently, the company has experienced a slight shift in consumer spending habits related to popular low carbohydrate diet programs. The company experienced some product cost inflation in the first quarter of 2004 and based upon economic reports it anticipates a continuance in this trend for the remainder of the year. The company 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. At this time, the company is unaware of any other events or trends that may cause a material change to the overall financial operation such as an upward shift in retail sales or product cost.

      Gross profit of $136.4 million at 26.2% of sales, increased $3.3 million or 2.5% versus the same quarter last year. The gross profit rate was unchanged from last year. Cost of sales consists of direct product costs (net of discounts and allowances), warehouse costs, transportation costs and manufacturing facility costs. During the first quarter of 2004, the company had a fuel spill at its distribution facility and the estimated cost to clean the spill of $676,000 was immediately charged to cost of sales. Vendor rebates, credits and promotional allowances related to buying and merchandising activities decreased $1.3 million compared to the same quarter last year. The company made significant improvements in inventory shrink losses, which decreased $805,000 compared to last year.

      The first quarter operating, general and administrative expenses of $115.8 million at 22.2% of sales, increased $4.1 million or 3.7% compared to the same quarter in 2003. Labor costs increased in conjunction with the sales growth plus some additional hours allocated for store employee-training programs. Employer paid employment taxes increased $458,000 primarily due to several states raising unemployment rates. The company is primarily self-insured for costs related to associate health care, workers' compensation and other business insurance claims, and it has experienced an inordinate increase in these costs. Employee insurance increased $479,000, workers' compensation increased $357,000, and business insurance increased $508,000 over the same period last year. Management is taking proactive steps to bring these costs back in line with historical results. The company also had a decline in vendor paid cooperative advertising credits of $928,000 compared to the first quarter in the prior year.

      Management remains committed to improving efficiencies and controlling expenses at store and distribution levels, while continuing to drive profitable, top line sales growth. Efforts are underway to improve distribution center productivity through new technology enhancements and with the installation of new ergonomic warehouse product picking racks. The company is evaluating several new technology solutions geared to improving inventory control and labor efficiencies in its grocery supermarkets.

       In the first quarter, the company's investment income totaled $296,000 at 0.1% of sales, an increase of $67,000 or 29.3% compared to the same period a year ago.

      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 $5.1 million at 1.0% of sales increased $1.4 million or 36.0% compared to the same quarter last year. The company realized a net gain on the sale of fixed assets of $1.5 million in the quarter, predominantly related to the sale of a closed store facility.

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 effective tax rate for the first quarter of 2004 was 37.6% compared with 38.0% in 2003.

      For the three-month period ending March 27, 2004, net income of $16.2 million increased 2.9% compared to the same period last year. Basic and diluted earnings per share of $.60 for the quarter increased $.02 or 3.4% compared to 2003.

      As of March 27, 2004, Weis Markets, Inc. operated 157 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 quarter of 2004, the company generated $34.4 million in cash flows from operating activities compared to $43.2 million for the same period in 2003. Working capital increased $13.4 million or 8.2% since the beginning of the year. Net cash provided by operating activities declined $8.8 million in the quarter compared to the same quarter last year due to a decrease in accounts payable related to normal timing differences of vendor payments.

      Net cash used in investing activities in the first quarter of 2004 amounted to $24.5 million compared to the $35.9 million used in 2003. Capital expenditures for the quarter totaled $6.4 million compared to $5.7 million in 2003. The company estimated that its capital expenditure plans would require an investment of $93.2 million in 2004. This 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. Based on construction timetables, some of the larger capital projects are expected to extend into 2005.

       The company continues to invest excess operating cash flows in marketable securities. During the quarter ended March 27, 2004, the company acquired an additional $21.1 million of marketable securities.

      Net cash used in financing activities during the first quarter of 2004 was $8.1 million compared to $7.3 million in 2003. Treasury stock purchases amounted to $505,000 in the quarter, compared to no purchases in the same quarter during the prior year. On April 14, 2004, the Weis Markets' Board of Directors authorized the repurchase of up to one million shares of the company's common stock. This action supersedes the previous repurchase resolution, which was approved by the Board in 1996 and had a remaining balance of 474,504 shares.

      Cash dividends were paid to shareholders during the quarter of $7.6 million compared with $7.3 million last year. At its regular meeting held in April, the Board of Directors unanimously approved a quarterly dividend of $.28 per share, payable on May 14, 2004 to shareholders of record on April 30, 2004.

      The company has no other commitment of capital resources as of March 27, 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 for the remainder of the year, 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 March 27, 2004, the company had no cash borrowings, but did have outstanding letters of credit of approximately $17.7 million under the credit agreement.

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)

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 in the Management's Discussion and Analysis 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 three months ended March 27, 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.

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 7 of 9 (Form 10-Q)

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PART II - OTHER INFORMATION
WEIS MARKETS, INC.

Item 4. Submission of Matters to a Vote of Security Holders

(a) The Annual Meeting of the Shareholders of Weis Markets, Inc., was held on Wednesday, April 14, 2004, at 10:00 a.m., Eastern Standard Time, at the Corporate offices, 1000 South Second Street, Sunbury, PA 17801.

(b) Proxies for the meeting were solicited pursuant to Regulation 14 under the Act, there was no solicitation in opposition to the management's nominees as listed in the proxy statement, and all such nominees were elected.

(c) The meeting was held for the following purposes:

  1. To elect seven directors to serve, subject to provisions of the by-laws, until the next Annual Meeting of Shareholders or until their respective successors have qualified.

  2. To approve the appointment of independent public accountants for the current fiscal year.

  3. To act upon such other business as may properly come before such meeting, or any adjournments or postponements thereof.

The official ballot from the meeting, submitted to the Secretary by the Judge of Elections, disclosed the following tabulation of votes:

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 February 03, 2004, to announce the fourth quarter and annual 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- CEO

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-14 and 15d-14) 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: May 3, 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 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-14 and 15d-14) 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: May 3, 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 March 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
05/03/2004

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

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.