UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 10-Q
(Mark One)
| [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the quarterly period ended July 1, 2006 | |
| 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 by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [X] Non-accelerated filer [ ]
Indicate by check mark whether the registrant is
a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes [ ]
No [X]
As of August 10, 2006,
there were issued and outstanding 27,022,259 shares of the
registrant's common stock.
WEIS MARKETS,
INC.
TABLE OF CONTENTS
| PART I - FINANCIAL INFORMATION |
| ITEM I - FINANCIAL STATEMENTS |
| WEIS MARKETS, INC. |
| CONSOLIDATED BALANCE SHEETS |
| (dollars in thousands) |
| July 1, 2006 | December 31, 2005 | |||||
| (unaudited) | ||||||
| Assets | ||||||
| Current: | ||||||
| Cash and cash equivalents | $ | 62,908 | $ | 69,300 | ||
| Marketable securities | 23,399 | 23,210 | ||||
| Accounts receivable, net | 38,921 | 38,376 | ||||
| Inventories | 175,762 | 179,382 | ||||
| Prepaid expenses | 4,368 | 6,076 | ||||
| Deferred income taxes | 4,043 | 4,359 | ||||
| Total current assets | 309,401 | 320,703 | ||||
| Property and equipment, net | 472,162 | 446,517 | ||||
| Goodwill | 15,731 | 15,731 | ||||
| Intangible and other assets, net | 5,201 | 5,536 | ||||
| $ | 802,495 | $ | 788,487 | |||
| Liabilities | ||||||
| Current: | ||||||
| Accounts payable | $ | 98,672 | $ | 100,895 | ||
| Accrued expenses | 23,635 | 20,079 | ||||
| Accrued self-insurance | 22,563 | 21,553 | ||||
| Payable to employee benefit plans | 12,702 | 12,487 | ||||
| Income taxes payable | 648 | 2,020 | ||||
| Total current liabilities | 158,220 | 157,034 | ||||
| Deferred income taxes | 25,191 | 27,596 | ||||
| Shareholders' Equity | ||||||
| Common stock, no par value, 100,800,000 shares authorized, | ||||||
| 33,007,746 and 33,002,357 shares issued, respectively | 8,554 | 8,371 | ||||
| Retained earnings | 750,620 | 735,865 | ||||
| Accumulated other comprehensive income | ||||||
| (Net of deferred taxes of $3,381 in 2006 and $3,047 in 2005) | 4,768 | 4,296 | ||||
| 763,942 | 748,532 | |||||
| Treasury stock at cost, 5,986,609 and 5,982,461 shares, | ||||||
| respectively | (144,858 | ) | (144,675 | ) | ||
| Total shareholders' equity | 619,084 | 603,857 | ||||
| $ | 802,495 | $ | 788,487 | |||
| 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 shares and per share amounts) |
| 13 Weeks Ended | 26 Weeks Ended | |||||||||
| July 1, 2006 | June 25, 2005 | July 1, 2006 | June 25, 2005 | |||||||
| Net sales | $ | 561,944 | $ | 535,734 | $ | 1,109,729 | $ | 1,085,446 | ||
| Cost of sales, including warehousing and distribution expenses | 410,892 | 392,403 | 811,078 | 797,008 | ||||||
| Gross profit on sales | 151,052 | 143,331 | 298,651 | 288,438 | ||||||
| Operating, general and administrative expenses | 132,133 | 125,163 | 261,821 | 247,068 | ||||||
| Income from operations | 18,919 | 18,168 | 36,830 | 41,370 | ||||||
| Investment income | 1,145 | 821 | 2,454 | 1,284 | ||||||
| Other income, net | 3,998 | 4,153 | 8,117 | 7,368 | ||||||
| Income before provision for income taxes | 24,062 | 23,142 | 47,401 | 50,022 | ||||||
| Provision for income taxes | 8,571 | 8,517 | 16,974 | 18,632 | ||||||
| Net income | $ | 15,491 | $ | 14,625 | $ | 30,427 | $ | 31,390 | ||
| Weighted-average shares outstanding, basic | 27,020,978 | 27,033,206 | 27,020,725 | 27,033,066 | ||||||
| Weighted-average shares outstanding, diluted | 27,032,278 | 27,038,326 | 27,033,668 | 27,038,194 | ||||||
| Cash dividends per share | $ | 0.29 | $ | 0.28 | $ | 0.58 | $ | 0.56 | ||
| Basic and diluted earnings per share | $ | 0.57 | $ | 0.54 | $ | 1.13 | $ | 1.16 | ||
| See accompanying notes to consolidated financial statements. | ||||||||||
| WEIS MARKETS, INC. |
| CONSOLIDATED STATEMENTS OF CASH FLOWS |
| (unaudited) |
| (dollars in thousands) |
| 26 Weeks Ended | |||||
| July 1, 2006 | June 25, 2005 | ||||
| Cash flows from operating activities: | |||||
| Net income | $ | 30,427 | $ | 31,390 | |
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||
| Depreciation | 21,428 | 21,384 | |||
| Amortization | 2,962 | 3,250 | |||
| Loss on disposition of fixed assets | 114 | 527 | |||
| Gain on sale of marketable securities | (431 | ) | --- | ||
| Changes in operating assets and liabilities: | |||||
| Inventories | 3,620 | (4,278 | ) | ||
| Accounts receivable and prepaid expenses | 1,163 | 224 | |||
| Income taxes recoverable | --- | (1,227 | ) | ||
| Accounts payable and other liabilities | 2,558 | 6,617 | |||
| Income taxes payable | (1,372 | ) | --- | ||
| Deferred income taxes | (2,423 | ) | (1,252 | ) | |
| Other | 38 | (33 | ) | ||
| Net cash provided by operating activities | 58,084 | 56,602 | |||
| Cash flows from investing activities: | |||||
| Purchase of property and equipment | (49,920 | ) | (20,801 | ) | |
| Proceeds from the sale of property and equipment | 106 | 259 | |||
| Purchase of marketable securities | (11,998 | ) | (3,478 | ) | |
| Proceeds from maturities of marketable securities | 11,998 | --- | |||
| Proceeds from sale of marketable securities | 1,010 | --- | |||
| Net cash used in investing activities | (48,804 | ) | (24,020 | ) | |
| Cash flows from financing activities: | |||||
| Proceeds from issuance of common stock | 183 | 33 | |||
| Dividends paid | (15,672 | ) | (15,138 | ) | |
| Purchase of treasury stock | (183 | ) | (21 | ) | |
| Net cash used in financing activities | (15,672 | ) | (15,126 | ) | |
| Net (decrease) increase in cash and cash equivalents | (6,392 | ) | 17,456 | ||
| Cash and cash equivalents at beginning of year | 69,300 | 58,234 | |||
| Cash and cash equivalents at end of period | $ | 62,908 | $ | 75,690 | |
| 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
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.
In October 2005, the FASB
issued FASB Staff Position ("FSP") FAS 13-1, "Accounting for Rental
Costs Incurred during a Construction Period" ("FSP FAS 13-1"). FSP
FAS 13-1 requires rental costs associated with operating leases
incurred during a construction period to be recognized as rental
expense effective for the first reporting period after December 15,
2005. In addition, FSP FAS 13-1 requires lessees to cease
capitalizing rental costs for operating lease agreements entered
into prior to the effective date. Early adoption is permitted.
Retrospective application of the FSP is permitted but not required.
Management has changed its accounting policy to recognize rental
expense during construction as of the beginning of this fiscal
year. The company did not previously capitalize rental costs for
operating lease agreements. The adoption of FSP FAS 13-1 did not
have a material effect on the company's consolidated financial
statements.
In June 2006, the FASB
issued FASB Interpretation No. 48, "Accounting for Uncertainty in
Income Taxes--an Interpretation of FASB Statement 109" ("FIN 48").
FIN 48 clarifies the accounting for the income tax effects of
uncertain tax positions in financial statements. FIN 48 prescribes
that the income tax effects should be recognized if it is
determined it is more likely than not that the tax position will be
sustained on examination by taxing authorities. This Interpretation
also provides guidance on derecognition, classification, interest
and penalties, accounting in interim periods, disclosure, and
transition. The effective date for this interpretation is for
fiscal years beginning after December 15, 2006, with the cumulative
effect of the change in accounting principle recorded as an
adjustment to the opening balance of retained earnings. Management
is currently evaluating the impact of adopting FIN 48 on the
consolidated financial statements.
(2) Comprehensive Income
The components of comprehensive income, net of related tax, for the
periods ended July 1, 2006 and June 25, 2005 are as
follows:
| 13 Weeks Ended | 26 Weeks Ended | |||||||||
| (dollars in thousands) | July 1, 2006 | June 25, 2005 | July 1, 2006 | June 25, 2005 | ||||||
| Net income | $ | 15,491 | $ | 14,625 | $ | 30,427 | $ | 31,390 | ||
| Other comprehensive income by component, net of tax: | ||||||||||
| Unrealized holding gains (losses) arising during period (Net of deferred taxes of $123 and $311 respectively for the 13 Weeks Ended and $513 and $92 respectively for the 26 Weeks Ended) | 173 | 439 | 724 | (131 | ) | |||||
| Reclassification adjustment for gains included in net income (Net of taxes of $179 and $0, respectively for the 26 Weeks Ended) | --- | --- | (252 | ) | --- | |||||
| Comprehensive income, net of tax | $ | 15,664 | $ | 15,064 | $ | 30,899 | $ | 31,259 | ||
(3) Subsequent
Event
On July 18, 2006, a landlord of an open store facility was notified
of a July 13, 2006 decision that the Company intended not to
exercise a successive renewal lease option beginning in October
2006. In 1999, the Company had constructed a major portion of the
property, which was recorded as leasehold improvements, in exchange
for a discount in the lease rate. Until the decision not to renew,
the fair market value of the lease exceeded the carrying value of
the leasehold improvement. In accordance with SFAS No. 144, the
company will record a pre-tax charge for the impairment of
long-lived assets of approximately $1.2 million in the third
quarter of 2006. These charges will be included as a component of
other income and eliminate the carrying value of the
store.
Page 4 of 9 (Form 10-Q)
WEIS MARKETS,
INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND
ANALYSIS
OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
Founded in 1912, Weis Markets, Inc. currently
ranks among the top 50 food and drug retailers in the United States
in terms of revenues generated. At the end of the second quarter of
2006, the company was operating 158 retail food stores in
Pennsylvania and four surrounding states: Maryland, New Jersey,
West Virginia and New York. Company revenues, income and cash flows
are generated in the retail food stores from the sale of a wide
variety of consumer products including groceries, dairy products,
frozen foods, meats, seafood, fresh produce, floral, prescriptions,
deli/bakery products, prepared foods, fuel, general merchandise,
health and beauty care and household products. The company supports
its retail operations through a centrally located distribution
facility, transportation fleet, four manufacturing facilities and
its administrative offices. The company also operates 31 SuperPetz
pet supply stores.
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 2005 Annual Report on Form
10-K, 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 second quarter ended July 1, 2006 increased 4.9% to
$561.9 million compared to sales of $535.7 million in the same
quarter of 2005. The company's second quarter revenues included
sales from the Easter holiday period, which fell in the first
quarter a year ago. Management estimates the holiday sales impact
was approximately $5 million, which if considered, sales would have
increased 4.0% between the 2006 and 2005 periods. Comparable store
sales in the second quarter increased 3.8% compared to a 2.5%
increase in 2005. Comparable store sales adjusted for the Easter
holiday period would have resulted in a 2.9% increase for the
second quarter 2006.
Sales for the first half of this year increased
2.2% to $1.11 billion compared to $1.09 billion in 2005. Through
the first half of the year, the company experienced a 1.4% increase
in comparable store sales compared to a 4.2% increase for the same
period a year ago. The company's sales were adversely affected by a
very mild winter, particularly in Pennsylvania, where it operates
129 retail food stores.
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.
Cost of sales consists of direct product costs
(net of discounts and allowances), warehouse costs, transportation
costs and manufacturing facility costs. In the past several years,
many vendors have converted promotional incentives to
reimbursements based upon sales movement data recorded at the point
of sale rather than for cases purchased. Management expects this to
be a continuing trend that will have no impact on the company's
overall gross profit results.
Gross profit of $151.1 million at 26.9% of sales,
increased $7.7 million or 5.4% versus the same quarter last year
and the gross profit rate increased 0.1%. The year-to-date gross
profit at 26.9% of sales increased $10.2 million or 3.5%, while the
gross profit rate increased 0.3%. An improvement of $3.0 million in
store inventory losses ("shrink") in the first half of 2006
compared to the same period in 2005 accounts for all of the
increase in the year-to-date gross profit rate.
The company continues to implement operational initiatives to reduce shrink in its retail facilities and began installation of a new exception reporting and performance management application in the first quarter of 2006 to further improve its gross profit results.
The company continues to self distribute from its
1.1 million square foot distribution center located in Milton,
Pennsylvania. As a result of a large capital investment into the
distribution facility in 2004 and 2005, the company substantially
improved safety conditions, order selection accuracy and associate
productivity. In turn, these same improvements also contributed to
higher gross profits at store level because of improved in-stock
positions. The company continues to research new technology
initiatives for its distribution center to further improve expense
controls.
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)
Diesel fuel costs increased 24.1% in the quarter
and 26.0% year-to-date compared to the same periods in 2005. At
this time, management is unaware of any other events or trends that
may cause a material change to the overall financial operation due
to shifts in product cost.
The second quarter operating, general and
administrative expenses of $132.1 million at 23.5% of sales,
increased $7.0 million or 5.6% compared to the same quarter in
2005. As a percentage of sales, operating expenses were .1% higher
than the second quarter last year. The company experienced a 6.5%
increase in labor expenses for the quarter that was partially
offset by a 22.0% reduction in associate medical benefit costs.
Year-to-date, operating, general and administrative expenses
increased $14.8 million compared to the first half of last year,
these expenses increased to 23.6% of sales from 22.8% in 2005.
Year-to-date, the company experienced significant increases in
labor costs, energy costs and credit/debit card interchange fees.
Labor costs increased 5.9%, while the cost for utilities increased
9.3%.
Interchange fees for accepting credit/debit cards
increased 8.3% in the quarter compared to the same period in 2005.
The company is extremely concerned about the continuing rise in
interchange fees for accepting credit/debit card transactions. This
one line item expense increased 700.2% from 1995 to 2005 while
customer utilization increased 560.6%. Since transaction volume is
up and fraud is down, it is only logical that transaction costs
should decrease. Consequently, the company is working with a wide
variety of corporations and associations to reduce interchange
rates, including legislation and regulation
initiatives.
In the second quarter, the company's investment
income totaled $1.1 million at 0.2% of sales, an increase of
$324,000 or 39.5% compared to the same period a year ago.
Year-to-date, the company's investment income increased $1.2
million or 91.1% to $2.5 million. The company realized a long-term
gain of $431,000 on the sale of equities from its investment
portfolio during the first quarter of 2006. The remaining increase
is the result of rising federal interest rates and the fact that
the majority of the company's portfolio is in money market funds.
The money market funds are classified on the Consolidated Balance
Sheets as "Cash and Cash Equivalents."
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 $4.0 million at
0.7% of sales decreased $155,000 or 3.7% compared to the same
quarter last year. Year-to-date other income of $8.1 million at
0.7% of sales increased $749,000 or 10.2% versus a year
ago.
The effective tax rate for the second quarter of
2006 and 2005 was 35.6% and 36.8%, respectively. Year-to-date, the
effective tax rate was 35.8% for 2006 compared to 37.2% for the
first half of last year. 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 July 1, 2006,
net income of $15.5 million increased 5.9% compared to the same
period last year. Basic and diluted earnings per share of $.57 for
the quarter increased $.03 or 5.6% compared to 2005. Year-to-date
earnings decreased 3.1% from $31.4 million to $30.4 million. Basic
and diluted earnings per share in the first half of 2006 decreased
2.6% to $1.13 compared to $1.16 generated in the first half of last
year.
LIQUIDITY AND CAPITAL RESOURCES
During the first twenty-six weeks of 2006, the
company generated $58.1 million in cash flows from operating
activities compared to $56.6 million for the same period in 2005.
Working capital decreased $12.5 million or 7.6% since the beginning
of the year. Net cash provided by operating activities increased
$1.5 million compared to the same period last year. First half 2006
cash flows from operating activities benefited from a $2.3 million
reimbursement for prepaid associate medical benefits because of
contract changes.
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)
LIQUIDITY AND CAPITAL RESOURCES
(continued)
Net cash used in investing activities in the
first half of 2006 amounted to $48.8 million compared to the $24.0
million used in 2005. Capital expenditures for the first half of
the year totaled $49.9 million compared to $20.8 million in 2005.
The company estimated that its capital expenditure plans would
require an investment of $90.6 million in 2006. 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.
Net cash used in financing activities during the
first twenty-six weeks of 2006 was $15.7 million compared to $15.1
million in 2005. In 2006, treasury stock purchases amounted to
$183,000 in the period compared to $21,000 in the first half last
year. The Board of Directors' 2004 resolution authorizing the
purchase of one million shares of treasury stock has a remaining
balance of 887,896 shares.
Cash dividends of $15.7 million were paid to
shareholders in the first half of 2006 versus $15.1 million a year
ago. At its regular meeting held in July, the Board of Directors
unanimously approved a quarterly dividend of $.29 per share,
payable on August 18, 2006 to shareholders of record on August 4,
2006.
The company has no other commitment of capital
resources as of July 1, 2006, other than the lease commitments on
its store facilities under operating leases that expire at various
dates through 2026. The company anticipates funding its working
capital requirements and its $90.6 million capital expansion
program through internally generated cash flows from
operations.
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 2005 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 31,
2005.
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.
Page 7 of 9 (Form 10-Q)
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 six months ended July 1, 2006. 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 31, 2005 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 31,
2005 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 8 of 9 (Form 10-Q)
WEIS MARKETS, INC.
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
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 8/10/2006 | /S/Norman S. Rich | ||
| Norman S. Rich | |||
| President / Chief Executive Officer | |||
| Date 8/10/2006 | /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(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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 report is being prepared; | ||
| b) | designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the reparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
| c) | 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 | ||
| d) | disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and | ||
| 5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): | ||
| a) | all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and | ||
| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. | ||
Date: August 10, 2006
/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(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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 report is being prepared; | ||
| b) | designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the reparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
| c) | 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 | ||
| d) | disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and | ||
| 5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): | ||
| a) | all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and | ||
| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. | ||
Date: August 10, 2006
/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 quarterly report of Weis Markets, Inc. (the "company") on Form 10-Q for the quarter ending July 1, 2006, 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) to my knowledge 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
8/10/2006
/S/ William R. Mills
William R. Mills
Senior Vice President and Treasurer / CFO
8/10/2006
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.