WEIS MARKETS INC - Quarter Report: 2005 March (Form 10-Q)
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)
[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 26, 2005 | |
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
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
27,033,027 shares
(Outstanding
at end of period)
WEIS MARKETS,
INC.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION |
WEIS MARKETS, INC. |
CONSOLIDATED BALANCE SHEETS |
(dollars in thousands) |
March 26, 2005 | December 25, 2004 | |||||
(unaudited) | ||||||
Assets | ||||||
Current: | ||||||
Cash and cash equivalents | $ | 89,274 | $ | 58,234 | ||
Marketable securities | 15,236 | 16,212 | ||||
Accounts receivable, net | 36,683 | 36,058 | ||||
Inventories | 163,695 | 165,044 | ||||
Prepaid expenses | 6,821 | 4,970 | ||||
Income taxes recoverable | --- | 1,729 | ||||
Deferred income taxes | 4,413 | 3,003 | ||||
Total current assets | 316,122 | 285,250 | ||||
Property and equipment, net | 436,839 | 441,074 | ||||
Goodwill | 15,731 | 15,731 | ||||
Intangible and other assets | 6,192 | 6,427 | ||||
$ | 774,884 | $ | 748,482 | |||
Liabilities | ||||||
Current: | ||||||
Accounts payable | $ | 103,303 | $ | 95,743 | ||
Accrued expenses | 21,907 | 20,637 | ||||
Accrued self-insurance | 19,982 | 20,172 | ||||
Payable to employee benefit plans | 11,153 | 10,826 | ||||
Income taxes payable | 10,311 | --- | ||||
Total current liabilities | 166,656 | 147,378 | ||||
Deferred income taxes | 27,895 | 29,404 | ||||
Shareholders' Equity | ||||||
Common stock, no par value, 100,800,000 shares authorized, | ||||||
32,997,357 and 32,997,157 shares issued, respectively | 8,206 | 8,199 | ||||
Retained earnings | 711,909 | 702,714 | ||||
Accumulated other comprehensive income | ||||||
(Net of deferred taxes of $2,963 in 2005 and $3,366 in 2004) | 4,178 | 4,747 | ||||
724,293 | 715,660 | |||||
Treasury stock at cost, 5,964,330 shares | (143,960 | ) | (143,960 | ) | ||
Total shareholders' equity | 580,333 | 571,700 | ||||
$ | 774,884 | $ | 748,482 | |||
See accompanying notes to consolidated financial statements. |
Page 1 of 9 (Form 10-Q)
WEIS MARKETS, INC. |
CONSOLIDATED STATEMENTS OF INCOME |
(unaudited) |
(dollars in thousands except share and per share amounts) |
Three Months Ended | |||||
March 26, 2005 | March 27, 2004 | ||||
Net sales | $ | 549,712 | $ | 520,669 | |
Cost of sales, including warehousing and distribution expenses | 404,605 | 384,245 | |||
Gross profit on sales | 145,107 | 136,424 | |||
Operating, general and administrative expenses | 121,905 | 115,796 | |||
Income from operations | 23,202 | 20,628 | |||
Investment income | 463 | 296 | |||
Other income | 3,214 | 5,113 | |||
Income before provision for income taxes | 26,879 | 26,037 | |||
Provision for income taxes | 10,115 | 9,802 | |||
Net income | $ | 16,764 | $ | 16,235 | |
Weighted-average shares outstanding, basic | 27,032,926 | 27,138,085 | |||
Weighted-average shares outstanding, diluted | 27,038,168 | 27,139,601 | |||
Cash dividends per share | $ | 0.28 | $ | 0.28 | |
Basic and diluted earnings per share | $ | 0.62 | $ | 0.60 | |
See accompanying notes to consolidated financial statements. |
WEIS MARKETS, INC. |
CONSOLIDATED STATEMENTS OF CASH FLOWS |
(unaudited) |
(dollars in thousands) |
Three Months Ended | |||||
March 26, 2005 | March 27, 2004 | ||||
Cash flows from operating activities: | |||||
Net income | $ | 16,764 | $ | 16,235 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||||
Depreciation | 10,569 | 9,418 | |||
Amortization | 1,780 | 1,428 | |||
Loss (gain) on disposition of fixed assets | 290 | (1,510 | ) | ||
Changes in operating assets and liabilities: | |||||
Inventories | 1,349 | 11,240 | |||
Accounts receivable and prepaid expenses | (2,476 | ) | 2,089 | ||
Income taxes recoverable | 1,729 | --- | |||
Accounts payable and other liabilities | 8,967 | (9,396 | ) | ||
Income taxes payable | 10,311 | 5,444 | |||
Deferred income taxes | (2,516 | ) | (480 | ) | |
Other | 4 | (15 | ) | ||
Net cash provided by operating activities | 46,771 | 34,453 | |||
Cash flows from investing activities: | |||||
Purchase of property and equipment | (8,417 | ) | (6,434 | ) | |
Proceeds from the sale of property and equipment | 248 | 2,968 | |||
Net cash used in investing activities | (8,169 | ) | (3,466 | ) | |
Cash flows from financing activities: | |||||
Proceeds from issuance of common stock | 7 | 19 | |||
Dividends paid | (7,569 | ) | (7,599 | ) | |
Purchase of treasury stock | --- | (505 | ) | ||
Net cash used in financing activities | (7,562 | ) | (8,085 | ) | |
Net increase in cash and cash equivalents | 31,040 | 22,902 | |||
Cash and cash equivalents at beginning of period | 58,234 | 73,340 | |||
Cash and cash equivalents at end of period | $ | 89,274 | $ | 96,242 | |
See accompanying notes to consolidated financial statements. |
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 26, 2005 and March 27, 2004 are as
follows:
Three Months Ended | |||||
(dollars in thousands) | 2005 | 2004 | |||
Net income | $ | 16,764 | $ | 16,235 | |
Unrealized losses on marketable securities | (569 | ) | (174 | ) | |
Comprehensive income | $ | 16,195 | $ | 16,061 |
Page 4 of 9 (Form 10-Q)
WEIS MARKETS,
INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND
ANALYSIS
OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OPERATING RESULTS
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.
As of March 26, 2005, Weis Markets, Inc. operated 157 retail food stores and 33 SuperPetz pet supply stores; the same number as in the first quarter of 2004. 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.
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 $145.1 million at 26.4% of
sales, increased $8.7 million or 6.4% versus the same quarter
last year, but gross profit as a percentage of sales increased
.2%. Cost of sales consists of direct product costs (net of
discounts and allowances), warehouse costs, transportation
costs and manufacturing facility costs. Vendor rebates, credits
and promotional allowances related to buying and merchandising
activities in 2005 decreased $1.5 million compared to
2004.
In 2004, the company began several technology
initiatives in its distribution center that are designed to
improve inventory control and labor efficiencies. These
projects are in various stages of completion, but all are on
schedule for full implementation by the end of the second
quarter. Management is not aware of any other events or trends
that may materially impact sales or product costs, causing a
material change to the overall financial operation of the
company.
The first quarter operating, general and
administrative expenses of $121.9 million at 22.2% of sales,
increased $6.1 million or 5.3% compared to the same quarter in
2004. As a percent of sales the operating, general and
administrative expense rate remained the same as 2004. Although
the dollar increase in expenses was in direct correlation with
the sales volume increase, there are areas of expense requiring
increased management focus specifically related to rising
petroleum costs. These expenses include fuel, utilities and
plastic packaging supplies, which increased 12.6% compared to
the first quarter of 2004.
The company is also extremely
concerned about the continuing rise in interchange fees
for accepting credit and debit cards. Based upon the
current trend, the company will spend $9.6 million for
these services in 2005 as compared to $8.9 million in
2004. This one line item expense has increased 582.0% in
ten years due to substantial rate increases and higher
customer utilization.
In the first quarter, the company's
investment income totaled $463,000 at 0.1% of sales, an
increase of $167,000 or 56.4% compared to the same period a
year ago. The increase is a result of rising federal interest
rates and the fact that the majority of the company's portfolio
is in money market funds.
Page 5 of 9 (Form 10-Q)
WEIS MARKETS,
INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
(continued)
OPERATING RESULTS
(continued)
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 $3.2 million at 0.6% of sales decreased $1.9 million or
37.1% compared to the same quarter last year. In 2004, 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.
The effective tax rate for the
first quarter of 2005 and 2004 was 37.6%. The effective
income tax rate differs from the federal statutory rate
of 35% primarily due to the effect of state
taxes.
For the three-month period ending March 26,
2005, net income of $16.8 million increased 3.3% compared to
the same period last year. Basic and diluted earnings per share
of $.62 for the quarter increased $.02 or 3.3% compared to
2004.
LIQUIDITY AND CAPITAL RESOURCES
During the first quarter of 2005, the company
generated $46.8 million in cash flows from operating activities
compared to $34.5 million for the same period in 2004. Working
capital increased $11.6 million or 8.4% since the beginning of
the year. Net cash provided by operating activities increased
$12.3 million compared to the same quarter last year. Prepaid
expense payments increased significantly because of changes
made to medical and business insurance coverage in early 2005.
The increase in accounts payable is primarily for Easter
holiday merchandise.
Net cash used in investing activities in the
first quarter of 2005 amounted to $8.2 million compared to the
$3.5 million used in 2004. Capital expenditures for the quarter
totaled $8.4 million compared to $6.4 million in 2004. The
company estimated that its 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 expected to extend into 2006.
Net cash used in financing activities during
the first quarter of 2005 was $7.6 million compared to $8.1
million in 2004. In 2004, treasury stock purchases amounted to
$505,000 in the quarter, compared to no purchases this year.
The Board of Directors' 2004 resolution authorizing the
purchase of one million shares of treasury stock has a
remaining balance of 903,761 shares.
Cash dividends of $7.6 million were paid to
shareholders in the first quarters of 2005 and 2004. At its
regular meeting held in April, the Board of Directors
unanimously approved a quarterly dividend of $.28 per share,
payable on May 13, 2005 to shareholders of record on April 29,
2005.
The company has no other commitment of
capital resources as of March 26, 2005, other than the lease
commitments on its store facilities under operating leases that
expire at various dates through 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 established a $100 million
three-year unsecured Revolving Credit Agreement in October of
2002 for general corporate purposes. At March 26, 2005, the
company had no cash borrowings, but did have outstanding
letters of credit of approximately $18.0 million under the
credit agreement.
Page 6 of 9 (Form 10-Q)
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 2004
Annual Report on Form 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 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.
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 26, 2005. Quantitative information is set forth in Item 7a on the company's Annual Report on Form 10-K 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 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.
Page 7 of 9 (Form 10-Q)
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 Tuesday, April 5, 2005, at 10:00 a.m., Eastern Daylight Time, at the principal office of the Company, 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 the independent registered public accounting firm 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:
Proposal #1 | For | Withhold | |
Robert F. Weis | 24,280,456 | 1,801,087 | |
Jonathan H. Weis | 23,842,171 | 2,239,372 | |
Norman S. Rich | 24,612,448 | 1,469,095 | |
William R. Mills | 24,247,314 | 1,834,228 | |
Michael M. Apfelbaum | 25,730,159 | 351,384 | |
Richard E. Shulman | 25,823,247 | 258,296 | |
Steven C. Smith | 25,827,095 | 254,448 | |
Proposal #2 | For | Against | Abstain |
Proposal to approve the appointment of Grant Thornton LLP, as the independent registered public accounting firm of the Corporation. | 26,022,148 | 48,506 | 10,889 |
Page 8 of 9 (Form 10-Q)
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 2.02, was filed on
February 8, 2005, to announce the 2004 results of the
company.
One Form 8-K, Item 2.02, was filed on April 25, 2005, to
announce the 2005 first quarter results of the
company.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
WEIS MARKETS, INC. | |||
(Registrant) | |||
Date 05/05/2005 | /S/Norman S. Rich | ||
Norman S. Rich | |||
President / Chief Executive Officer | |||
Date 05/05/2005 | /S/William R. Mills | ||
William R. Mills | |||
Senior Vice President and Treasurer / | |||
Chief Financial Officer / Chief Accounting Officer | |||
Page 9 of 9 (Form 10-Q)
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: May 5,
2005
/S/ Norman S. Rich
Norman
S. Rich
President/CEO
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: May 5, 2005
/S/ William R. Mills
William
R. Mills
Senior
Vice President
and
Treasurer/CFO
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 26, 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
05/05/2005
/S/ William R. Mills
William R. Mills
Senior Vice President and Treasurer / CFO
05/05/2005
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.