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 September  28, 2019
	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 has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes [X]  No [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,”  “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  [  ]	Accelerated filer  [X]
Non-accelerated filer   [  ]	Smaller reporting company  [  ]
	Emerging growth company  [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [   ]

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

Securities registered pursuant to section 12(b) of the act:

Title of each class	Trading symbol	Name of exchange on which registered
Common stock, no par value	WMK	New York Stock Exchange

As of November 4, 2019, there were issued and outstanding 26,898,443 shares of the registrant’s common stock.

WEIS MARKETS, INC.

TABLE OF CONTENTS

FORM 10-Q	Page
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets	1
Consolidated Statements of Income	2
Consolidated Statements of Comprehensive Income	3
Consolidated Statements of Shareholders’ Equity	4
Consolidated Statements of Cash Flows	5
Notes to Consolidated Financial Statements	6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3. Quantitative and Qualitative Disclosures about Market Risk	17
Item 4. Controls and Procedures	17
Part II. Other Information
Item 6. Exhibits	18
Signatures	18
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

WEIS MARKETS, INC.

PART I – FINANCIAL INFORMATION

ITEM I – FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

(unaudited)

(dollars in thousands)	September 28, 2019		December 29, 2018
Assets
Current:
Cash and cash equivalents	$	76,581	$	37,808
Marketable securities		60,544		54,298
SERP investment		17,885		14,686
Accounts receivable, net		53,118		57,285
Inventories		263,237		280,756
Prepaid expenses and other current assets		21,250		24,289
Total current assets		492,615		469,122
Property and equipment, net		880,566		887,608
Operating lease right-to-use		194,149		-
Goodwill		52,330		52,330
Intangible and other assets, net		17,781		22,951
Total assets	$	1,637,441	$	1,432,011
Liabilities
Current:
Accounts payable	$	183,415	$	191,099
Accrued expenses		31,663		45,354
Operating leases		38,223		-
Accrued self-insurance		14,910		15,516
Deferred revenue, net		5,571		7,961
Income taxes payable		10,893		7,283
Total current liabilities		284,675		267,213
Postretirement benefit obligations		20,867		18,110
Accrued self-insurance		17,782		17,795
Operating leases		164,934		-
Deferred income taxes		92,750		90,793
Other		8,249		15,201
Total liabilities		589,257		409,112
Shareholders’ Equity
Common stock, no par value, 100,800,000 shares authorized, 33,047,807 shares issued,
26,898,443 shares outstanding		9,949		9,949
Retained earnings		1,187,627		1,163,545
Accumulated other comprehensive income
(Net of deferred taxes of $584 in 2019 and $110 in 2018)		1,465		262
		1,199,041		1,173,756
Treasury stock at cost, 6,149,364 shares		(150,857)		(150,857)
Total shareholders’ equity		1,048,184		1,022,899
Total liabilities and shareholders’ equity	$	1,637,441	$	1,432,011

See accompanying notes to Consolidated Financial Statements.

1

WEIS MARKETS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

	13 Weeks Ended				39 Weeks Ended
(dollars in thousands, except shares and per share amounts)	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Net sales	$	876,222	$	869,076	$	2,640,907	$	2,616,282
Cost of sales, including advertising, warehousing and distribution expenses		643,397		636,736		1,941,860		1,908,740
Gross profit on sales		232,825		232,340		699,047		707,542
Operating, general and administrative expenses		215,321		214,798		639,694		641,124
Income from operations		17,504		17,542		59,353		66,418
Investment income and interest expense		1,467		1,096		5,441		668
Income before provision for income taxes		18,971		18,638		64,794		67,086
Provision for income taxes		4,652		4,431		15,696		17,594
Net income	$	14,319	$	14,207	$	49,098	$	49,492
Weighted-average shares outstanding, basic and diluted		26,898,443		26,898,443		26,898,443		26,898,443
Cash dividends per share	$	0.31	$	0.30	$	0.93	$	0.90
Basic and diluted earnings per share	$	0.53	$	0.53	$	1.83	$	1.84

See accompanying notes to Consolidated Financial Statements.

2

WEIS MARKETS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

	13 Weeks Ended				39 Weeks Ended
(dollars in thousands)	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Net income	$	14,319	$	14,207	$	49,098	$	49,492
Other comprehensive income (loss) by component, net of tax:
Available-for-sale marketable securities
Unrealized holding gains (losses) arising during period
(Net of deferred taxes of $(67) and $68, respectively for the thirteen Weeks Ended and $(490) and $240, respectively for the thirty-nine Weeks Ended)		166		(175)		1,242		(620)
Reclassification adjustment for (gains) losses included in net income
(Net of deferred taxes of $(16) and $0 , respectively for the thirteen Weeks Ended and $(16) and $15, respectively for the thirty-nine Weeks Ended)		(39)		-		(39)		39
Other comprehensive income gain (loss), net of tax		127		(175)		1,203		(581)
Comprehensive income, net of tax	$	14,446	$	14,032	$	50,301	$	48,911

See accompanying notes to Consolidated Financial Statements.

3

WEIS MARKETS, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(unaudited)

						Accumulated
(dollars in thousands, except shares)						Other						Total
For Thirteen Weeks Ended	Common Stock			Retained		Comprehensive		Treasury Stock				Shareholders’
September 28, 2019 and September 29, 2018	Shares	Amount		Earnings		Income (Loss)		Shares		Amount		Equity
Balance at June 29, 2019	33,047,807	$	9,949	$	1,181,647	$	1,337		6,149,364	$	(150,857)	$	1,042,076
Net income	—		—		14,319		—		—		—		14,319
Other comprehensive income, net of
reclassification adjustments and tax	—		—		—		127		—		—		127
Dividends paid	—		—		(8,339)		—		—		—		(8,339)
Balance at September 28, 2019	33,047,807	$	9,949	$	1,187,627	$	1,465		6,149,364	$	(150,857)	$	1,048,184
Balance at June 30, 2018	33,047,807	$	9,949	$	1,152,499	$	(8)		6,149,364	$	(150,857)	$	1,011,583
Net Income	—		—		14,207		—		—		—		14,207
Other comprehensive loss, net of
reclassification adjustments and tax	—		—		—		(175)		—		—		(175)
Dividends paid	—		—		(8,069)		—		—		—		(8,069)
Balance at September 29, 2018	33,047,807	$	9,949	$	1,158,636	$	(184)		6,149,364	$	(150,857)	$	1,017,545

						Accumulated
(dollars in thousands, except shares)						Other						Total
For Thirty-Nine Weeks Ended	Common Stock			Retained		Comprehensive		Treasury Stock				Shareholders’
September 28, 2019 and September 29, 2018	Shares	Amount		Earnings		Income (Loss)		Shares		Amount		Equity
Balance at December 29, 2018	33,047,807	$	9,949	$	1,163,545	$	262		6,149,364	$	(150,857)	$	1,022,899
Net income	—		—		49,098		—		—		—		49,098
Other comprehensive income, net of
reclassification adjustments and tax	—		—		—		1,203		—		—		1,203
Dividends paid	—		—		(25,016)		—		—		—		(25,016)
Balance at September 28, 2019	33,047,807	$	9,949	$	1,187,627	$	1,465		6,149,364	$	(150,857)	$	1,048,184
Balance at December 30, 2017	33,047,807	$	9,949	$	1,127,872	$	5,880		6,149,364	$	(150,857)	$	992,844
Net Income	—		—		49,492		—		—		—		49,492
Cumulative effect of accounting principle adoption of ASU 2016-01	—		—		5,482		(5,482)		—		—		—
Other comprehensive loss, net of
reclassification adjustments and tax	—		—		—		(581)		—		—		(581)
Dividends paid	—		—		(24,209)		—		—		—		(24,209)
Balance at September 29, 2018	33,047,807	$	9,949	$	1,158,636	$	(184)		6,149,364	$	(150,857)	$	1,017,545

See accompanying notes to Consolidated Financial Statements.

4

WEIS MARKETS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	39 Weeks Ended
(dollars in thousands)	September 28, 2019		September 29, 2018
Cash flows from operating activities:
Net income	$	49,098	$	49,492
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization		69,857		69,589
(Gain) Losson disposition of fixed assets		1,137		(76)
(Gain) Loss on sale of marketable securities		(55)		54
Unrealized (gain) lossin value of equity securities		(1,637)		883
Deferred income taxes		1,483		3,752
Changes in operating assets and liabilities:
Inventories		17,519		(1,388)
Accounts receivable and prepaid expenses		7,205		(2,118)
Accounts payable and other liabilities		(9,153)		(17,172)
Income taxes		3,610		8,637
Other		972		409
Net cash provided by operating activities		140,036		112,062
Cash flows from investing activities:
Purchase of property and equipment		(70,084)		(64,504)
Proceeds from the sale of property and equipment		1,489		1,113
Purchase of marketable securities		(9,220)		(3,256)
Proceeds from maturities of marketable securities		4,575		4,915
Proceeds from the sale of marketable securities		750		4,333
Purchase of intangible assets		(558)		(3,540)
Change in SERP investment		(3,199)		(1,531)
Net cash used in investing activities		(76,247)		(62,470)
Cash flows from financing activities:
Payments on long-term debt		-		(34,988)
Dividends paid		(25,016)		(24,209)
Net cash used in financing activities		(25,016)		(59,197)
Net increase (decrease) in cash and cash equivalents		38,773		(9,605)
Cash and cash equivalents at beginning of year		37,808		47,917
Cash and cash equivalents at end of period	$	76,581	$	38,312

See accompanying notes to Consolidated Financial Statements.  In the first thirty-nineweeks of 2019, there was $10.6million cash paid for income taxes compared to$5.2 million in 2018 for the same period.  Cash paid for interest related to long-term debt was $50thousand and $359 thousand in the first thirty-nineweeks of 2019 and 2018, respectively.

5

WEIS MARKETS, INC.

NOTES TO THE 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.  The Company has evaluated subsequent events for disclosure through the date of issuance of the accompanying unaudited consolidated interim financial statements and there were no material subsequent events which require additional disclosure.  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) Current Relevant Accounting Standards

The Company adopted ASU 2016-02 Leases (Topic 842) effective December 30, 2018. The ASU requires lessees to recognize assets and liabilities for the rights and obligations created by their leases with lease terms more than 12 months. During 2018, the ASU was amended to permit the election of transitional provisions, including the elimination of the requirement to restate reporting periods prior to the date of adoption.  The Company has adopted the standard using transitional provisions and has elected practical expedients to not reassess the original conclusions reached regarding lease identification, lease classification and initial direct costs. The adoption had a significant impact on the Company’s Consolidated Balance Sheets, resulting in $202 million and $211 million of the operating lease right-to-use assets and lease liabilities, respectively.  There are no significant changes to the Consolidated Statements of Comprehensive Income or Consolidated Statements of Cash Flows.  See Note 7 for additional disclosures on the adoption.

(3)  Marketable Securities

The Company’s marketable securities are all classified as available-for-sale within “Current Assets” in the Company’s Consolidated Balance Sheets.  FASB has established three levels of inputs that may be used to measure fair value:

Level 1  Observable inputs such as quoted prices in active markets for identical assets or liabilities;

Level 2  Observable inputs, other than Level 1 inputs in active markets, that are observable either directly or indirectly; and

Level 3  Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.

The Company’s marketable securities valued using Level 1 inputs include highly liquid equity securities, for which quoted market prices are available.  The Company’s municipal bond portfolio is valued using Level 2 inputs.  The Company’s municipal bonds are valued using a combination of pricing for similar securities, recently executed transactions, cash flow models with yield curves and other pricing models utilizing observable inputs, which are considered Level 2 inputs.

For Level 2 investment valuation, the Company utilizes standard pricing procedures of its investment advisory firm which includes various third party pricing services.  These procedures also require specific price monitoring practices as well as pricing review reports, valuation oversight and pricing challenge procedures to maintain the most accurate representation of investment fair market value. 

The Company accrues interest on its bond portfolio throughout the life of each bond held.  Dividends from the equity securities are recognized as received.  Interest, dividends and unrealized gains and losses on equity securities are recognized in “Investment income and interest expense” on the Company’s Consolidated Statements of Income.  The Company recognized investment income of $1.5million in the third quarter of 2019, which included an unrealized gain in equity securities of $844thousand. In the thirty-nine weeks ending September 28, 2019, the Company recognized investment income of $5.5 million, which included unrealized gains in equity securities of $1.7million.  Investment incomeof $1.1million and investment income of $936 thousandwere recognized in the third quarter of 2018 and thirty-nine weeks ended September 29, 2018, respectively.

6

WEIS MARKETS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(3)  Marketable Securities (continued)

Marketable securities, as of September 28, 2019 and December 29, 2018, consisted of:

			Gross		Gross
(dollars in thousands)	Amortized		Unrealized		Unrealized		Fair
September 28, 2019	Cost		Holding Gains		Holding Losses		Value
Available-for-sale:
Level 1
Equity securities							$	8,862
Level 2
Municipal bonds	$	49,633	$	2,060	$	(11)		51,682
	$	49,633	$	2,060	$	(11)	$	60,544

			Gross		Gross
(dollars in thousands)	Amortized		Unrealized		Unrealized		Fair
December 29, 2018	Cost		Holding Gains		Holding Losses		Value
Available-for-sale:
Level 1
Equity securities							$	7,226
Level 2
Municipal bonds	$	46,699	$	426	$	(53)		47,072
	$	46,699	$	426	$	(53)	$	54,298

Maturities of marketable securities classified as available-for-sale at September 28, 2019, were as follows:

		Amortized		Fair
(dollars in thousands)		Cost		Value
Available-for-sale:
Due within one year	$	6,563	$	6,581
Due after one year through five years		24,209		24,832
Due after five years through ten years		18,861		20,269
	$	49,633	$	51,682

SERP Investments

The Company also maintains a non-qualified supplemental executive retirement plan for certain of its associates which allows them to defer income to future periods.  Participants in the plans earn a return on their deferrals based on mutual fund investments.  The Company chooses to invest in the underlying mutual fund investments to offset the liability associated with the non-qualified deferred compensation plans.  Such investments are reported on the Company’s Consolidated Balance Sheets as “SERP investment,” are classified as trading securities and are measured at fair value using Level 1 inputs with gains and losses included in “Investment income and interest expense” on the Company’s Consolidated Statements of Income.  The changes in the underlying liability to the associates are recorded in “Operating, general and administrative expenses.”

7

WEIS MARKETS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(4)  Accumulated Other Comprehensive Income

All balances in accumulated other comprehensive income are related to available-for-sale marketable securities.  The following table sets forth the balance of the Company’s accumulated other comprehensive income, net of tax. 

		Unrealized Gains
		on Available-for-Sale
(dollars in thousands)		Marketable Securities
Accumulated other comprehensive income balance as of December 29, 2018	$	262
Other comprehensive income before reclassifications		1,242
Amounts reclassified from accumulated other comprehensive income		(39)
Net current period change in other comprehensive income		1,203
Accumulated other comprehensive income balance as of September 28, 2019	$	1,465

The following table sets forth the effects on net income of the amounts reclassified out of accumulated other comprehensive income for the periods ended September 28, 2019 and September 29, 2018.

		Amounts Reclassified from
		Accumulated Other Comprehensive Income to the
		Consolidated Statements of Income
		13 Weeks Ended				39 Weeks Ended
(dollars in thousands)	Location	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Unrealized gains (losses) on available-for-sale marketable securities
	Investment income and interest expense	$	(55)	$	-	$	(55)	$	54
	Provision for income taxes		16		-		16		(15)
Total amount reclassified, net of tax		$	(39)	$	-	$	(39)	$	39

(5)Long-Term Debt

On September 1, 2016 Weis Markets entered into a revolving credit agreement with Wells Fargo Bank, National Association (the “Credit Agreement”),  which was amended August 21, 2019 prior to maturity September 1, 2019.  The Credit Agreement provides for an unsecured revolving credit facility with an aggregate principal amount not to exceed $30.0 million with an additional discretionary amount available of $70.0 million.  As of September 28, 2019, the availability under the revolving credit agreement was $18.5 million, net of $11.5 million letters of credit.  The letters of credit are maintained primarily to support performance, payment, deposit or surety obligations of the Company.

Interest expense related to long-term debt was $10 thousand and $29 thousand in the thirteen weeks ended September  28, 2019 and September 29, 2018, respectively.  In the first thirty-nine weeks of 2019 and 2018, interest expense related to long-term debt totaled $43 thousand and $269 thousand, respectively.

8

WEIS MARKETS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(6) Revenue Recognition

The Chief Operating Officer, the Company’s chief operating decision maker, analyzes store operational revenues by geographical area but each area offers customers similar product, has similar distribution methods, and is supported by centralized management processes.  The Company’s operations are reported as a single reportable segment.

The following table represents net sales by type of product for the thirteen and thirty-nine week periods ending September 28, 2019 and September 29, 2018:

	13 Weeks Ended
(dollars in thousands)	September 28, 2019				September 29, 2018 1
Grocery	$	754,872	86.1	%	$	756,578	87.1	%
Pharmacy		84,632	9.7			77,568	8.9
Fuel		34,041	3.9			33,668	3.9
Manufacturing		2,677	0.3			1,262	0.1
Total net sales	$	876,222	100.0	%	$	869,076	100.0	%

	39 Weeks Ended
(dollars in thousands)	September 28, 2019				September 29, 2018 1
Grocery	$	2,289,658	86.7	%	$	2,282,490	87.2	%
Pharmacy		251,095	9.5			233,778	8.9
Fuel		93,777	3.6			95,751	3.7
Manufacturing		6,377	0.2			4,263	0.2
Total net sales	$	2,640,907	100.0	%	$	2,616,282	100.0	%

1  The Company reclassified net sales amounts between manufacturing and grocery relating to the Company’s 10-Q filed November, 2018. For the thirteen weeks ended September 29, 2018, the Company presents the amounts above with $13.4 million, or 1.6% of net sales, as a reclass between manufacturing and grocery.  For the thirty-nine weeks ended September 29, 2018, the Company presents the amounts above with $39.3 million, or 1.5% of net sales, as a reclass between manufacturing and grocery.

9

WEIS MARKETS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(7) Leases

The adoption of ASU 2016-02 Leases (Topic 842) had a significant impact on the Company’s Consolidated Balance Sheets, resulting in operating lease right-to-use assets of $202 million and lease liabilities of $211 million.  The difference between the operating lease right-to-use assets and lease liabilities represents prepaid and accrued rents, unfavorable lease obligations, favorable lease assets and deferred tenant allowances associated with operating leases as of December 30, 2018 and reclassified against the operating lease right-to-use asset upon adoption.

As of December 30, 2018, the Company leased approximately 53% of its open store facilities under operating leases that expire at various dates through 2033, with the remaining store facilities being owned.  These leases generally provide for fixed annual rentals; however, several provide for minimum annual rentals plus variable lease costs related to real estate taxes and insurance as well as contingent rentals based on a percentage of annual sales or increases periodically based on inflation.  These variable lease costs are not included in the measurement of the operating lease right-to-use assets or lease liabilities and are charged to the related expense category included in “Operating, general and administrative expenses.”  Most of the leases contain multiple renewal options, under which the Company may extend the lease terms from 5 to 20 years.  Additionally, the Company has operating leases for certain transportation and other equipment.

The Company leases or subleases space to tenants in owned, vacated and open store facilities.  Rental income is recorded when earned as a component of “Operating, general and administrative expenses.”

The following is a schedule of the lease costs included in “Operating, general and administrative expenses” for the thirteen and thirty-nine weeks ended September 28, 2019.

(dollars in thousands)	13 Weeks Ended		39 Weeks Ended
Operating lease cost	$	11,493	$	34,549
Variable lease cost		2,636		8,190
Lease or sublease income		(1,945)		(5,795)
Net lease cost	$	12,184	$	36,944

The following is a schedule by years of the future minimum rental payments required under operating leases and total minimum sublease and lease rental income to be received as of  September 28, 2019, inclusive of 12 months from September 28th.

(dollars in thousands)		Leases	Subleases
2019	$	45,907	(4,020)
2020		40,860	(3,519)
2021		34,264	(3,020)
2022		29,164	(2,590)
2023		25,033	(1,987)
Thereafter		66,110	(7,534)
Total Lease Payments	$	241,338	(22,670)
Less: Interest		38,181	-
Present value of lease liabilities		203,157	(22,670)

The following is a schedule of weighted-average remaining lease terms and weighted-average discount rates as of September 28, 2019 and December 30, 2018.

Lease Term and Discount Rate	September 28, 2019	December 30, 2018
Weighted-average remaining lease term	4.36	4.69
Weighted-average discount rate	3.63%	3.84%

10

WEIS MARKETS, INC.

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of Weis Markets, Inc.’s (the “Company”) financial condition and results of operations should be read in conjunction with the unaudited Consolidated Financial Statements and related notes included in Item 1 of this Quarterly Report on Form 10-Q, the Company’s audited Consolidated Financial Statements and the related notes included in the Company’s Annual Report on Form 10-K for the year ended December 29, 2018, filed with the U.S. Securities and Exchange Commission, as well as the cautionary statement captioned "Forward-Looking Statements" immediately following this analysis.

Company Summary

Weis Markets is a conventional supermarket chain that operates 198 retail stores with nearly 22,000 associates located in Pennsylvania and six surrounding states: Delaware, Maryland, New Jersey, New York, Virginia and West Virginia.  Its products include groceries, dairy products, frozen foods, meats, seafood, fresh produce, floral, pharmacy services, deli products, prepared foods, bakery products, beer and wine, fuel and general merchandise items, such as health and beauty care and household products.  The store product selection includes national, local and private brands and the Company promotes by using Everyday Lower Price, Low Price Guarantee, and Loyalty programs.  The Loyalty program includes fuel rewards that may be redeemed at the Company’s fuel stations or one of its third-party fuel station partners.  On January 17, 2019 the Company announced a new pricing strategy for its private brand products named Low, Low Price. The move takes the Company’s private brand products from a high, low pricing strategy to everyday low cost.

The Company advertises its products and promotes its brand through weekly newspaper circulars; radio ads; e-mail blasts; and on-line via its web site, social media and mobile applications.  Printed circulars are used extensively on a weekly basis to advertise featured items.  The Company promotes by using Everyday Lower Price, Low Price Guarantee, Low, Low Price and utilizes a loyalty marketing program, “Weis Club Preferred Shopper,” which enables customers to receive discounts, promotions and in-store and fuel rewards.  

Utilizing its own centrally located distribution center and transportation fleet, Weis Markets self distributes approximately 65% of product with the remaining being supplied by direct store vendors.  In addition, the Company has three manufacturing facilities which process milk, ice cream and fresh meat products primarily for the Company’s stores but serve other companies as well.  The corporate offices are located in Sunbury, PA where the Company was founded in 1912. 

In 2016, Weis Markets acquired five Mars Super Market locations in Baltimore County, MD, 38 Food Lion stores throughout Maryland, Virginia and Delaware, and a Nell's Family Market in East Berlin, PA.  The completion of these individual acquisitions expanded the Company's footprint into Virginia and Delaware, and increased its store count by 25 percent.  To date the acquired store group is providing a positive cash flow for the Company at a greater return on the fair value investment than if stores had been organically established.  As the acquired stores assimilate, management anticipates the adverse impact of these stores on Company margins to lessen.  During the first thirty-nine weeks of 2019, the Company closed three stores from the acquired store group.  On September 30, 2019 the Company announced the purchase of two former Thomas’ Foods locations in north eastern Pennsylvania with the plan to re-open the Dallas, PA location under the Weis Markets banner in the fourth quarter of 2019.  The Company continues to actively investigate acquisition opportunities as well as grow its existing store base organically.

The Company continues to innovate and remain relevant to industry trends and offering customer convenience by presenting

programs like “Weis 2 Go Online” and home delivery.  In the first thirty-nine weeks of 2019, the Company offered Weis 2 Go Online in 154 of its locations, adding 65 stores since the end of 2018.  Weis 2 Go Online allows the customer to order on-line and then pick up their order at a drive-thru location at the store.  During the third quarter of 2018 the Company began offering home delivery, and currently offers this convenience to customers in 175 different locations.

11

WEIS MARKETS, INC.

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(continued)

Results of Operations

Analysis of Consolidated Statements of Income
													Percentage Changes
	13 Weeks Ended						39 Weeks Ended						2019 vs. 2018			2019 vs. 2018
(dollars in thousands except per share amounts)	September 28, 2019			September 29, 2018			September 28, 2019			September 29, 2018			13 Weeks Ended			39 Weeks Ended
Net sales	$	876,222		$	869,076		$	2,640,907		$	2,616,282			0.8	%		0.9	%
Cost of sales, including advertising, warehousing and distribution expenses		643,397			636,736			1,941,860			1,908,740			1.0			1.7
Gross profit on sales		232,825			232,340			699,047			707,542			0.2			(1.2)
Gross profit margin		26.6	%		26.7	%		26.5	%		27.0	%
Operating, general and administrative expenses		215,321			214,798			639,694			641,124			0.2			(0.2)
O, G & A, percent of net sales		24.6	%		24.7	%		24.2	%		24.5	%
Income from operations		17,504			17,542			59,353			66,418			(0.2)			(10.6)
Operating margin		2.0	%		2.0	%		2.2	%		2.5	%
Investment income and interest expense		1,467			1,096			5,441			668			33.9			714.5
Investment income and interest expense, percent of net sales		0.2	%		0.1	%		0.2	%		0.0	%
Income before provision for income taxes		18,971			18,638			64,794			67,086			1.8			(3.4)
Income before provision for income taxes, percent of net sales		2.2	%		2.1	%		2.5	%		2.6	%
Provision for income taxes		4,652			4,431			15,696			17,594			5.0			(10.8)
Effective income tax rate		24.5	%		23.8	%		24.2	%		26.2	%
Net income	$	14,319		$	14,207		$	49,098		$	49,492			0.8	%		(0.8)	%
Net income, percent of net sales		1.6	%		1.6	%		1.9	%		1.9	%
Basic and diluted earnings per share	$	0.53		$	0.53		$	1.83		$	1.84			0.0	%		(0.5)	%

Net Sales

Analysis of Sales

	Percentage Changes
	2019 vs. 2018
September 28, 2019	13 Weeks Ended			39 Weeks Ended
Net sales		0.8	%		0.9	%
Net sales, excluding fuel sales		0.8			1.1
Comparable store sales		1.7			1.5
Comparable store sales, excluding fuel sales		1.7	%		1.7	%

When calculating the percentage change in comparable store sales, the Company defines a new store to be comparable after it has been in operation for five full quarters.  Relocated stores and stores with expanded square footage are included in comparable store sales since these units are located in existing markets and are open during construction.  Planned store dispositions are excluded from the calculation.  The Company only includes retail food stores in the calculation.

12

WEIS MARKETS, INC.

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(continued)

Results of Operations (continued)

Net Sales (continued)

Analysis of Sales (continued)

According to the latest U.S. Bureau of Labor Statistics’ report, the annual Seasonally Adjusted Food-at-Home Consumer Price Index increased0.8% compared to an increase of 0.5% for the same period last year.  Even though the U.S. Bureau of Labor Statistics’ index rates may be reflective of a trend, it will not necessarily be indicative of the Company’s actual results.  According to the U.S. Department of Energy, the thirteen-week average price of gasoline in the Central Atlantic States increased 0.3% or $0.01 per gallon in the thirdquarter of 2019 compared to the same quarter in 2018.  The year to date average remains the same in 2019 when compared to 2018.

Comparable store sales for the third quarter of 2019 is positive compared to the same period a year agowith increases of 1.7% with and without fuel.  Year to date, comparable store sales for 2019 is also positive when compared to the same period in 2018, with increases of 1.5% and 1.7% with and without fuel, respectively.  In 2019, customer acceptance of the new Low, Low Price private brand program has augmented sales, as well as additional product offerings and customer conveniences such as “Weis 2 Go Online,” currently offered at 175 store locations.  “Weis 2 Go Online” allows the customer to order on-line and have their order delivered or at 154 of the 175 locations, pick their order up at an expedient store drive-thru.

Although the Company experienced retail inflation and deflation in various commodities for the years presented, management cannot accurately measure the full impact of inflation or 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.  Management remains confident in its ability to generate sales growth in a highly competitive environment, but also understands some competitors have greater financial resources and could use these resources to take measures which could adversely affect the Company's competitive position.

Cost of Sales and Gross Profit

Cost of sales consists of direct product costs (net of discounts and allowances), net advertising costs, distribution center and transportation costs, as well as manufacturing facility operations.  Increased sales volume resulted in an increase in cost of sales.  Both direct product cost and distribution cost increase when sales volume increases.

Gross profit on sales for the third quarter of 2019 is positive compared to the same period a year ago with an increase of 0.2%.  In the third quarter of 2019, the Company’s gross profit margin stabilized as grocery retails and costs maintained consistency.  Year to date, gross profit on sales for 2019 is negative when compared to the same period in 2018, with a decrease of 1.2%.  For the first two quarters, declining retails and costs in fuel, fruits, vegetables and eggs had a negative impact on gross profit rates, while year to date pharmacy gross profits are being pressured by recent changes in industry practices.  While the various commodities’ retails and costs are cyclical in nature, the Company cannot predict whether the pharmacy industry practices will change favorably.

Non-cash LIFO inventory valuation adjustments represent income of $1.2 million in the first thirty-nine weeks of 2019, compared to an expense of $0 in 2018.  The Company anticipates product costs to continue to decrease in the coming quarter resulting in additional income.

Although the Company experienced product cost inflation and deflation in various commodities for the quarters presented, management cannot accurately measure the full impact of inflation or deflation on costs due to changes in the types of merchandise sold between periods, shifts in customer buying patterns and the fluctuation of competitive factors.

13

WEIS MARKETS, INC.

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(continued)

Results of Operations (continued)

Operating, General and Administrative Expenses
The majority of the operating, general and administrative expenses are driven by sales volume.

Employee-related costs such as wages, employer paid taxes, health care benefits and retirement plans, comprise approximately 61%  of the total “Operating, general and administrative expenses.”  As a percent of sales, direct store labor decreased0.2% in the thirdquarter of 2019 when compared to the same period in 2018,  and decreased 0.1% when comparing the first three quarters of 2019 with the same period in 2018.  The Company continues to monitor store labor efficiencies and develop labor standards to reduce cost while maintaining the Company’s customer service expectations.Currently, the Company is undergoing an initiative installing or upgrading self-checkouts in its stores in response to customer preference and labor rates and supply.

Depreciation and amortization expense charged to “Operating, general and administrative expenses” was $21.4 million, or 2.5% of net sales during the third quarter of 2019 compared to $23.4 million, or 2.7% of net sales during the third quarter of 2018.  During the first three quarters of 2019 and 2018, depreciation and amortization expense charged to “Operating, general and administrative expenses” was $63.9 million, or 2.4% of net sales and $69.5 million, or 2.7% of net sales, respectively.  See the Liquidity and Capital Resources section for further information regarding the Company’s capital expansion program.

A breakdown of the material increases (decreases) as a percent of sales in "Operating, general and administrative expenses" is as follows:
	13 Weeks Ended
(dollars in thousands)	Increase		Increase (Decrease)
September 28, 2019	(Decrease)		as a % of sales
Utilities expense		(1,700)	(0.2)	%

	39 Weeks Ended
(dollars in thousands)	Increase		Increase (Decrease)
September 28, 2019	(Decrease)		as a % of sales
Store operational expenses & supplies	$	(2,733)	(0.1)	%
Utilities expense		(4,442)	(0.2)

All expenses as a percent of sales presented for the third quarter of 2019 have benefited in comparison with the 2018 percent of sales due to the closure of unprofitable stores. The Company is benefiting from cost saving initiatives in various areas of its operations and is saving in utilities with a combination of purchasing, associate sustainability and capital investments such as its LED lighting program.

The Company’s 2018 sustainability report may be found at: https://www.weismarkets.com/sites/default/files/documents/weis_2018_9_ada.pdf?27

14

WEIS MARKETS, INC.

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Provision for Income Taxes

The effective income tax rate was 24.5% and 23.8% for the third quarter of 2019 and 2018, respectively.  The effective income tax rate was 24.2% and 26.2% for the first thirty-nine weeks of 2019 and 2018, respectively.  Historically, the effective income tax rate differed from the federal statutory rate, primarily due to the effect of state taxes, net of permanent differences.

Liquidity and Capital Resources

The primary source of cash is cash flows generated from operations. In addition, the Company has access to a revolving credit agreement amended on August 21, 2019 with Wells Fargo Bank, NA (the “Credit Agreement”).  The Credit Agreement provides for an unsecured revolving credit facility with an aggregate principal amount not to exceed $30.0 million with an additional discretionary amount available of $70.0 million.  As of September 28, 2019, the availability under the revolving credit agreement was $18.5 million with $11.5 million of letters of credit outstanding.  The letters of credit are maintained primarily to support performance, payment, deposit or surety obligations of the Company.

The Company’s investment portfolio consists of high grade municipal bonds with maturity dates generally between one and 10 years and large capitalized public company equity securities.  The portfolio totaled $60.5 million as of September28, 2019.  Management anticipates maintaining the investment portfolio, but has the ability to liquidate if needed.

The Company’s capital expansion program includes the 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 the Company’s distribution facilities and transportation fleet.  Management currently plans to invest approximately $86 million in its capital expansion program in 2019. 

The Company expects that cash generated from operations and cash available under the Credit Agreement will fund its working capital requirements, debt requirements, capital expansion program, acquisitions and dividends.  The Company has no other commitment of capital resources as of September 28, 2019, other than the lease commitments on its store facilities and transportation equipment under operating leases that expire at various dates through 2033.

The Board of Directors’ 2004 resolution authorizing the repurchase of up to one million shares of the Company’s common stock has a remaining balance of 752,468 shares.  The Company has recently entered into a brokerage agreement with Wells Fargo Securities, LLC to facilitate possible share repurchases.

Quarterly Cash Dividends

At its regular meeting held in October, the Board of Directors unanimously approved a quarterly dividend of $0.31 per share, payable on November 25, 2019 to shareholders of record on November 11, 2019.  The Company expects to continue paying regular cash dividends on a quarterly basis. However, the Board of Directors reconsiders the declaration of dividends quarterly. The Company pays these dividends at the discretion of the Board of Directors and the continuation of these payments and the amount of the dividends depends upon the results of operations, the financial condition of the Company and other factors which the Board of Directors deems relevant.

15

WEIS MARKETS, INC.

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(continued)

Liquidity and Capital Resources (continued)

Cash Flow Information

	39 Weeks Ended
(dollars in thousands)	September 28, 2019		September 29, 2018		2019 vs. 2018
Net cash provided by (used in):
Operating activities	$	140,036	$	112,062	$	27,974
Investing activities		(76,247)		(62,470)		(13,777)
Financing activities		(25,016)		(59,197)		34,181

Operating

Cash flows from operating activities inceased  $27.9 million in the first thirty-nine weeks of 2019 compared to the first thirty-nine weeks of 2018.  The increase in cash from Operating activities is attributable to a decrease of  $18.9millionin inventory from continued supply chain efficiencies  and accounts receivable due to faster vendor collection terms.  As the Company enters the holiday season, the total inventory decrease is not likely to continue.

Investing

Property and equipment purchases during the first thirty-nine weeks of 2019 totaled $70.1 million compared to $64.5 million in the first thrty-nine weeks of 2018.  As a percentage of sales, capital expenditures were 2.7% in the first thity-nine weeks of 2019 compared to 2.5% in the first thity-nine weeks of 2018.  In 2019, the Company plans to maintain or increase its marketable securities portfolio.

Financing

The Company paid dividends of $25million in the first thirty-nine weeks of 2019 and $24.2 million in the first thirty-nineweeks of 2018.  The Company has not had an obligation on the Credit Agreement since the second quarter of 2018. As such, the Company had no payments on long-term debt in the first thirty-nineweeks of 2019 comparedto $35million paid in the first thirty-nine weeks of 2018.

Accounting Policies and Estimates

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 2018 Annual Report on Form 10-K.  There have been no changes to the Significant Accounting Policies since the Company filed its Annual Report on Form 10-K for the fiscal year ended December 29, 2018, except for the adoption of ASU 2016-02, Leases (Topic 842) as discussed in Notes 2 and 7 of the Notes to the Consolidated Financial Statements.

Forward-Looking Statements

In addition to historical information, this Form 10-Q Report may contain forward-looking statements, which are included pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.  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.

16

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 fiscal quarter ended September 28, 2019.  Quantitative information is set forth in Item 7a on the Company’s Annual Report on Form 10-K under the caption “Quantitative and Qualitative Disclosures About Market Risk,” which was filed for the fiscal year ended December 29, 2018 and is incorporated herein by reference.

Qualitative Disclosure - This information is set forth in 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 29, 2018 and is incorporated herein by reference.

ITEM 4.  CONTROLS AND PROCEDURES

The Chief Executive Officer and the Chief Financial Officer, together with the Company’s Disclosure Committee, evaluated the Company’s disclosure controls and procedures as of the fiscal quarter ended September 28, 2019.  Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report 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, was 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 was 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.

In connection with the evaluation described above, there was no change in the Company’s internal control over financial reporting during the fiscal quarter ended September 28, 2019, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.  The Company implemented additional internal controls to ensure proper assessment and accounting for the impact of the new accounting standard relating to leases on the financial statements, which became effective on December 30, 2018.

17

WEIS MARKETS, INC.

PART II – OTHER INFORMATION

ITEM 6. EXHIBITS

Exhibits
Exhibit 31.1 Rule a-14(a) Certification - CEO
Exhibit 31.2 Rule 13a-14(a) Certification - CFO
Exhibit 32 Certification Pursuant to 18 U.S.C. Section 1350

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.

		WEIS MARKETS, INC.
		(Registrant)
Date:	11/4/2019	/S/Jonathan H. Weis
		Jonathan H. Weis
		Chairman,
		President and Chief Executive Officer
		(Principal Executive Officer)
Date:	11/4/2019	/S/Scott F. Frost
		Scott F. Frost
		Senior Vice President, Chief Financial Officer
		and Treasurer
		(Principal Financial Officer)

18