WEIS MARKETS INC - Quarter Report: 2005 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 by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).   Yes [X]  No   [   ]

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

As of October 25, 2005, there were issued and outstanding 27,019,347 shares of the registrant's common stock.

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WEIS MARKETS, INC.

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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 deferrals and accruals) considered necessary for a fair presentation have been included. The operating results for the periods presented are not necessarily indicative of the results to be expected for the full year. For further information, refer to the consolidated financial statements and footnotes thereto included in the company's latest Annual Report on Form 10-K/A.

In June 2005, the Emerging Issues Task Force ("EITF") reached a consensus on EITF Issue No. 05-6, "Determining the Amortization Period for Leasehold Improvements Purchased After Lease Inception or Acquired in a Business Combination" ("EITF No. 05-6"). EITF No. 05-6 requires that leasehold improvements acquired in a business combination be amortized over the shorter of the useful life of the assets or a term that includes required lease periods and renewals deemed to be reasonably assured at the date of acquisition. EITF No. 05-6 further requires that leasehold improvements that are placed into service significantly after and not contemplated at or near the beginning of the lease term shall be amortized over the shorter of the useful life of the assets or a term that includes the required lease periods and renewals deemed to be reasonably assured at the date of acquisition. EITF No. 05-6 became effective for the company this fiscal quarter beginning June 26, 2005. The adoption of EITF No. 05-6 did not have a material effect on the company's Consolidated Financial Statements.

(2) Comprehensive Income
The components of comprehensive income, net of related tax, for the periods ended September 24, 2005 and September 25, 2004 are as follows:

(3) Impairment Charges

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.

(4) Reclassifications

Certain amounts in the 2004 consolidated financial statements have been reclassified to conform to the current year presentation.

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

OVERVIEW

Weis Markets, Inc. operates 157 retail food stores in Pennsylvania, Maryland, New Jersey, New York, Virginia and West Virginia. 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. The company supports the retail operations through a centrally located distribution facility, its own transportation fleet and four manufacturing facilities. The company also operates 32 SuperPetz pet supply stores in 11 states.

The following analysis should be read in conjunction with the Financial Statements included in Item 1 of this Quarterly Report on Form 10-Q, the 2004 Annual Report on Form 10-K/A, filed with the U. S. Securities and Exchange Commission, as well as the cautionary statement captioned "Forward-Looking Statements" immediately following this analysis.

OPERATING RESULTS

Total sales for the third quarter ended September 24, 2005 increased 3.2% to $535.3 million compared to sales of $518.6 million in the same quarter of 2004. The company benefited from sustained and cost effective promotional programs, resulting in an increase in customer traffic and average ticket size. The company supply chain and store level execution remained consistent. Despite competitive activity in virtually all of its markets, the company's sales continue to increase in key center store categories and its perishable departments, particularly produce. Sales for the first three quarters of this year increased 3.8% to $1.62 billion compared to $1.56 billion in 2004. Comparable store sales in the third quarter increased 3.3% compared to a 3.1% increase in 2004. Through the first three quarters of the year, the company experienced a 3.7% increase in comparable store sales compared to a 3.1% increase for the same period a year ago.

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.

Although the company experienced some product cost inflation, 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.

Gross profit of $142.5 million at 26.6% of sales, increased $5.8 million or 4.3% versus the same quarter last year and the gross profit rate increased 0.2%. The year-to-date gross profit at 26.6% of sales increased $21.1 million or 5.2%, while the gross profit rate increased 0.3%. Cost of sales consists of direct product costs (net of discounts and allowances), warehouse costs, transportation costs and manufacturing facility costs. Diesel fuel costs increased 29.7% in the quarter and 19.7% year-to-date compared to the same periods in 2004. Several technology improvements are being implemented in the distribution center that reduce the number of store loads by approximately 5.0%, which in turn partially negates the impact of the increased diesel fuel costs. At this time, management is unaware of any events or trends that may cause a material change to the overall financial operation due to shifts in product cost.

Operating, general and administrative expenses during the third quarter of $126.0 million at 23.5% of sales, increased $4.6 million or 3.8% compared to the same quarter in 2004. As a percentage of sales, operating expenses were 0.1% higher than the third quarter last year. Year-to-date operating, general and administrative expenses increased $17.6 million or 4.9% compared to the first three quarters of last year; these expenses increased to 23.0% of sales from 22.8% in 2004.

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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 company continues to see significant increases in energy costs, associate healthcare benefits and credit and debit card interchange fees. Electric and natural gas costs increased 14.6% for the third quarter and 9.0% for the first three quarters compared to the same periods last year. Healthcare costs increased 5.0% from the same period a year ago and 7.7% year-to-date. Management continues to develop healthcare cost containment strategies to stabilize the rising costs and believes early efforts are achieving favorable results. Interchange fees for accepting credit and debit cards increased 8.8% in the quarter and 14.4% year-to-date compared to the same periods in 2004. The company is extremely concerned about the continuing rise in interchange fees for accepting credit and debit cards. This one line item expense has increased 582.0% in ten years due to substantial rate increases and higher customer utilization.

In the third quarter, the company's investment income totaled $1.2 million at 0.2% of sales, an increase of $752,000 or 172.9% compared to the same period a year ago. Included in the third quarter increase was a $422,000 gain on the sale of equity securities. Year-to-date, the company's investment income increased $1.3 million or 105.7% to $2.5 million. The majority of the company's investment portfolio consisted of money market funds, which are classified on the "Consolidated Balance Sheets" as "Cash and Cash Equivalents." As federal interest rates rose, the profitability from investment in these funds likewise increased for both the third quarter and year-to-date.

The company's other income is primarily generated from net rental income, coupon-handling fees, store service commissions, cardboard salvage, gain or loss on the disposition of fixed assets and interest expense. Other income of $3.8 million at 0.7% of sales increased $22,000 or .6% compared to the same quarter last year. Year-to-date other income of $11.2 million at 0.7% of sales decreased $496,000 or 4.2% versus a year ago.

The effective tax rate for the third quarter of 2005 was 36.6% compared with 37.6% in 2004. Year-to-date, the effective tax rate was 37.0% compared to 37.4% in the same period last year.

For the three-month period ended September 24, 2005, net income of $13.7 million increased 11.9% compared to the same period last year. Basic and diluted earnings per share of $0.51 for the quarter increased 13.3% compared to 2004. Year-to-date earnings increased 7.0% from $42.1 million to $45.1 million. Basic and diluted earnings per share in the first nine months of 2005 increased 7.7% to $1.67 compared to $1.55 generated in the first nine months of last year.

LIQUIDITY AND CAPITAL RESOURCES

During the first nine months of 2005, the company generated $95.5 million in cash flows from operating activities compared to $93.6 million for the same period in 2004. Working capital increased $19.0 million or 13.8% since the beginning of the year.

Net cash used in investing activities in the first nine months of 2005 totaled $41.1 million compared to the $49.3 million used in 2004. Capital expenditures for the first nine months of the year totaled $38.9 million compared to $50.3 million in 2004. At the beginning of the current year, the company estimated that its current year capital expenditure plans would require an investment of $109.4 million in 2005. 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 now expected to extend into 2006.

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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 nine months of 2005 was $23.3 million compared to $52.0 million in 2004. Treasury stock purchases amounted to $608,000 in the first nine months of the year compared to $2.3 million during the same period in the prior year.

The company paid its shareholders $22.7 million in cash dividends in the first nine months of 2005 compared with $49.9 million paid in the first nine months 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 2005, the Board of Directors unanimously approved a quarterly dividend of $0.28 per share, payable on November 18, 2005 to shareholders of record on November 4, 2005.

The company has no other commitment of capital resources as of September 24, 2005, 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. As of October 18, 2005, the company has allowed an unused $100 million three-year unsecured Revolving Credit Agreement to expire. In October of 2002, the credit agreement was established to ensure funds were available for continued strategic growth of the company after the company purchase of common stock from the family of the late Sigfried Weis. Given the current status of the company's financial position and needs, management has decided not to extend the credit agreement. The outstanding letters of credit under the credit agreement of approximately $18.0 million were moved to another provider.

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 2004 Annual Report on Form 10-K/A. There have been no changes to the Critical Accounting Policies since the company filed its Annual Report on Form 10-K/A for the year ended December 25, 2004.

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.

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WEIS MARKETS, INC.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative Disclosure - There have been no material changes in the company's market risk during the nine months ended September 24, 2005. Quantitative information is set forth in Item 7a on the company's Annual Report on Form 10-K/A under the caption "Quantitative Disclosures About Market Risk," which was filed for the fiscal year ended December 25, 2004 and is incorporated herein by reference.

Qualitative Disclosure - This information is set forth in Item 7a of the company's Annual Report on Form 10-K/A 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 25, 2004 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.

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WEIS MARKETS, INC.

PART II - OTHER INFORMATION
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 2.02, was filed on July 18, 2005, to announce the 2005 second quarter results of the company.
        One Form 8-K, Item 2.02, was filed on October 14, 2005, to announce the 2005 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.

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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 3, 2005                                                                                                 /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 3, 2005                                                                                               /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 24, 2005, 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
11/03/2005

/S/ William R. Mills
William R. Mills
Senior Vice President and Treasurer / CFO
11/03/2005

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.