10-Q

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 24, 2022

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	24-0755415
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1000 S. Second Street
P. O. Box 471	17801-0471
Sunbury, Pennsylvania	(Zip Code)
(Address of principal executive offices)

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 3, 2022, 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	10
Item 3. Quantitative and Qualitative Disclosures about Market Risk	18
Item 4. Controls and Procedures	18
Part II. Other Information
Item 6. Exhibits	19
Signatures	20
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)

(amounts in thousands, except shares)	September 24, 2022		December 25, 2021
Assets
Current:
Cash and cash equivalents	$	144,603	$	86,048
Marketable securities		171,136		205,744
SERP investment		21,483		27,059
Accounts receivable, net		53,406		52,108
Inventories		300,087		269,587
Prepaid expenses and other current assets		33,503		31,112
Total current assets		724,218		671,658
Property and equipment, net		963,498		977,787
Operating lease right-to-use		181,722		191,175
Goodwill		52,330		52,330
Intangible and other assets, net		18,960		17,525
Total assets	$	1,940,728	$	1,910,475
Liabilities
Current:
Accounts payable	$	206,472	$	218,774
Accrued expenses		52,540		48,654
Operating leases		42,204		39,940
Accrued self-insurance		18,739		18,568
Deferred revenue, net		8,114		11,901
Income taxes payable		16,608		7,360
Total current liabilities		344,677		345,197
Postretirement benefit obligations		23,842		29,964
Accrued self-insurance		23,371		23,400
Operating leases		149,019		161,669
Deferred income taxes		110,006		115,087
Other		8,724		15,416
Total liabilities		659,639		690,733
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		1,429,453		1,358,963
Accumulated other comprehensive income (Net of deferred taxes of $2,702 in 2022 and $669 in 2021)		(7,456)		1,687
		1,431,946		1,370,599
Treasury stock at cost, 6,149,364 shares		(150,857)		(150,857)
Total shareholders’ equity		1,281,089		1,219,742
Total liabilities and shareholders’ equity	$	1,940,728	$	1,910,475

See accompanying notes to Consolidated Financial Statements.

1

WEIS MARKETS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

		13 Weeks Ended			39 Weeks Ended
(amounts in thousands, except shares and per share amounts)		September 24, 2022		September 25, 2021		September 24, 2022		September 25, 2021
Net sales	$	1,150,551	$	1,063,452	$	3,389,853	$	3,117,141
Cost of sales, including advertising, warehousing and distribution expenses		862,908		780,320		2,516,311		2,285,428
Gross profit on sales		287,643		283,132		873,542		831,713
Operating, general and administrative expenses		253,985		244,164		750,066		715,353
Income from operations		33,658		38,968		123,476		116,360
Investment income (loss) and interest expense		(1,483)		608		(3,394)		4,360
Other income (expense)		1,214		(401)		4,805		(3,007)
Income before provision for income taxes		33,389		39,175		124,887		117,713
Provision for income taxes		4,731		10,668		28,574		31,479
Net income	$	28,658	$	28,507	$	96,313	$	86,234
Weighted-average shares outstanding, basic and diluted		26,898,443		26,898,443		26,898,443		26,898,443
Cash dividends per share	$	0.32	$	0.31	$	0.96	$	0.93
Basic and diluted earnings per share	$	1.07	$	1.06	$	3.58	$	3.21

See accompanying notes to Consolidated Financial Statements.

2

WEIS MARKETS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

	13 Weeks Ended				39 Weeks Ended
(amounts in thousands)		September 24, 2022		September 25, 2021		September 24, 2022		September 25, 2021
Net income	$	28,658	$	28,507	$	96,313	$	86,234
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 $547 and $39, respectively for the thirteen weeks ended, and $3,370 and $268, respectively for the thirty-nine weeks ended)		(2,023)		(103)		(9,143)		(683)
Other comprehensive income gain (loss), net of tax		(2,023)		(103)		(9,143)		(683)
Comprehensive income, net of tax	$	26,635	$	28,404	$	87,170	$	85,551

See accompanying notes to Consolidated Financial Statements.

3

WEIS MARKETS, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(unaudited)

						Accumulated
(amounts in thousands, except shares)						Other						Total
For the Thirteen Weeks Ended	Common Stock			Retained		Comprehensive		Treasury Stock				Shareholders’
September 24, 2022 and September 25, 2021	Shares	Amount		Earnings		Income (Loss)		Shares		Amount		Equity
Balance at June 25, 2022	33,047,807	$	9,949	$	1,409,403	$	(5,433)		6,149,364	$	(150,857)	$	1,263,062
Net Income	—		—		28,658		—		—		—		28,658
Other comprehensive income (loss), net of tax	—		—		—		(2,023)		—		—		(2,023)
Dividends paid	—		—		(8,608)		—		—		—		(8,608)
Balance at September 24, 2022	33,047,807	$	9,949	$	1,429,453	$	(7,456)		6,149,364	$	(150,857)	$	1,281,089
Balance at June 26, 2021	33,047,807	$	9,949	$	1,324,787	$	2,706		6,149,364	$	(150,857)	$	1,186,585
Net income	—		—		28,507		—		—		—		28,507
Other comprehensive income (loss), net of tax	—		—		—		(103)		—		—		(103)
Dividends paid	—		—		(8,339)		—		—		—		(8,339)
Balance at September 25, 2021	33,047,807	$	9,949	$	1,344,956	$	2,603		6,149,364	$	(150,857)	$	1,206,651

						Accumulated
(amounts in thousands, except shares)						Other					Total
For the Thirty-Nine Weeks Ended	Common Stock			Retained		Comprehensive		Treasury Stock			Shareholders’
September 24, 2022 and September 25, 2021	Shares	Amount		Earnings		Income (Loss)		Shares	Amount		Equity
Balance at December 25, 2021	33,047,807	$	9,949	$	1,358,963	$	1,687	6,149,364	$	(150,857)	$	1,219,742
Net Income	—		—		96,313		—	—		—		96,313
Other comprehensive income (loss), net of tax	—		—		—		(9,143)	—		—		(9,143)
Dividends paid	—		—		(25,823)		—	—		—		(25,823)
Balance at September 24, 2022	33,047,807	$	9,949	$	1,429,453	$	(7,456)	6,149,364	$	(150,857)	$	1,281,089
Balance at December 26, 2020	33,047,807	$	9,949	$	1,283,737	$	3,286	6,149,364	$	(150,857)	$	1,146,115
Net income	—		—		86,234		—	—		—		86,234
Other comprehensive income (loss), net of tax	—		—		—		(683)	—		—		(683)
Dividends paid	—		—		(25,016)		—	—		—		(25,016)
Balance at September 25, 2021	33,047,807	$	9,949	$	1,344,956	$	2,603	6,149,364	$	(150,857)	$	1,206,651

See accompanying notes to Consolidated Financial Statements.

4

WEIS MARKETS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	39 Weeks Ended
(amounts in thousands)		September 24, 2022		September 25, 2021
Cash flows from operating activities:
Net income	$	96,313	$	86,234
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization		77,604		77,232
(Gain) loss on disposition of fixed assets		(2,481)		524
Unrealized (gain) loss in value of equity securities		1,590		463
Deferred income taxes		(1,711)		7,812
Unrealized (gain) loss in SERP		6,082		(2,130)
Changes in operating assets and liabilities:
Inventories		(30,499)		11,161
Accounts receivable and prepaid expenses		(3,689)		11,289
Accounts payable and other liabilities		(9,802)		(20,868)
Income taxes		9,248		10,164
Other		(344)		224
Net cash provided by operating activities		142,311		182,105
Cash flows from investing activities:
Purchase of property and equipment		(83,335)		(118,156)
Proceeds from the sale of property and equipment		6,710		5,856
Purchase of marketable securities		(267,106)		(19,455)
Proceeds from the sale and maturities of marketable securities		287,124		12,275
Purchase of intangible assets		(944)		(165)
Proceeds from sale of intangible assets		125		—
Change in SERP investment		(507)		(1,488)
Net cash used in investing activities		(57,933)		(121,133)
Cash flows from financing activities:
Dividends paid		(25,823)		(25,016)
Net cash used in financing activities		(25,823)		(25,016)
Net increase (decrease) in cash and cash equivalents		58,555		35,956
Cash and cash equivalents at beginning of year		86,048		136,612
Cash and cash equivalents at end of period	$	144,603	$	172,568

See accompanying notes to Consolidated Financial Statements. In the first thirty-nine weeks of 2022, there was $21.7 million cash paid for income taxes compared to $13.5 million in 2021 for the same period. Cash paid for interest related to long-term debt was $24 thousand and $24 thousand in the first thirty-nine weeks of 2022 and 2021, 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 regularly monitors recently issued accounting standards and assesses their applicability and impact. The Company believes that there are no accounting standard updates that have or will have a material or significant impact on the Company’s accounting policies.

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

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

Level 3Unobservable 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 bond and commercial paper portfolio is 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 and commercial paper portfolio throughout the life of each bond and commercial paper 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 (loss) and interest expense” on the Company’s Consolidated Statements of Income. The Company recognized investment loss of $261 thousand in the thirteen weeks ended September 24, 2022, which included an unrealized loss in equity securities of $1.4 million. In the thirteen weeks ended September 25, 2021, the Company recognized investment income of $215 thousand, which included an unrealized loss in equity securities of $381 thousand. In the thirty-nine weeks ended September 24, 2022, the Company recognized investment income of $1.4 million, which included an unrealized loss in equity securities of $1.6 million. In the thirty-nine weeks ended September 25, 2021, the Company recognized investment income of $1.4 million, which included unrealized losses in equity securities of $463 thousand.

6

WEIS MARKETS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
​

Marketable securities, as of September 24, 2022 and December 25, 2021, consisted of:

			Gross		Gross
(amounts in thousands)	Amortized		Unrealized		Unrealized		Fair
September 24, 2022	Cost		Holding Gains		Holding Losses		Value
Available-for-sale:
Level 1
Equity securities							$	4,920
Level 2
Corporate and municipal bonds	$	149,483	$	1,210	$	(11,426)		139,267
Commercial Paper		26,892		57		—		26,949
	$	176,375	$	1,267	$	(11,426)	$	171,136

			Gross		Gross
(amounts in thousands)	Amortized		Unrealized		Unrealized		Fair
December 25, 2021	Cost		Holding Gains		Holding Losses		Value
Available-for-sale:
Level 1
Equity securities							$	6,509
Level 2
Corporate and municipal bonds	$	151,947	$	4,753	$	(2,384)		154,315
Commercial Paper		44,931		2		(13)		44,920
	$	196,878	$	4,755	$	(2,397)	$	205,744

Maturities of marketable securities classified as available-for-sale at September 24, 2022, were as follows:

	Amortized		Fair
(amounts in thousands)	Cost		Value
Available-for-sale:
Due within one year	$	59,607	$	58,578
Due after one year through five years		72,343		68,242
Due after five years through ten years		32,235		28,611
Due after ten years		12,190		10,785
	$	176,375	$	166,216

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 (loss) and interest expense” on the Company’s Consolidated Statements of Income. The Company recognized investment loss of $1.2 million in the thirteen weeks ended September 24, 2022, and investment income of $401 thousand in the same period in 2021. The Company recognized investment loss of $4.8 million and investment income of $3.0 million in the thirty-nine weeks ended September 24, 2022, and September 25, 2021, respectively. The changes in the underlying liability to the associates are recorded in “Other income (expense).”

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 (Losses)
	on Available-for-Sale
(amounts in thousands)	Marketable Securities
Accumulated other comprehensive income balance as of December 25, 2021	$	1,687
Other comprehensive income (loss)		(9,143)
Net current period other comprehensive income (loss)		(9,143)
Accumulated other comprehensive income balance as of September 24, 2022	$	(7,456)

(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 on September 29, 2021, and matures on September 1, 2024. 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 24, 2022, the availability under the revolving credit agreement was $25.5 million, net of $4.5 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 $8 thousand in each of the thirteen weeks ended September 24, 2022, and September 25, 2021. In each of the first thirty-nine weeks of 2022 and 2021, interest expense related to long-term debt totaled $24 thousand.

(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 products, 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 weeks ended September 24, 2022, and September 25, 2021:

	13 Weeks Ended
(amounts in thousands)	September 24, 2022				September 25, 2021
Grocery	$	973,707	84.6	%	$	912,984	85.9	%
Pharmacy		107,366	9.3			99,210	9.3
Fuel		66,350	5.8			49,262	4.6
Manufacturing		3,128	0.3			1,996	0.2
Total net sales	$	1,150,551	100.0	%	$	1,063,452	100.0	%
	39 Weeks Ended
(amounts in thousands)	September 24, 2022				September 25, 2021
Grocery	$	2,867,699	84.5	%	$	2,687,066	86.2	%
Pharmacy		317,564	9.4			296,278	9.5
Fuel		195,521	5.8			127,460	4.1
Manufacturing		9,069	0.3			6,337	0.2
Total net sales	$	3,389,853	100.0	%	$	3,117,141	100.0	%

8

WEIS MARKETS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
​

(7) Leases

As of September 24, 2022, the Company leased approximately 49% of its open store facilities under operating leases that expire at various dates through 2036, 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 24, 2022, and September 25, 2021.

	13 Weeks Ended				39 Weeks Ended
(amounts in thousands)		September 24, 2022		September 25, 2021		September 24, 2022		September 25, 2021
Operating lease cost	$	11,978	$	11,511	$	35,633	$	34,029
Variable lease cost		2,578		2,812		8,165		8,060
Lease or sublease income		(2,421)		(2,530)		(7,259)		(7,453)
Net lease cost	$	12,135	$	11,793	$	36,539	$	34,636

(8) Taxes

The Company reduced its provision for income taxes by $5.6 million for the period ended September 24, 2022 primarily due to the effects of Pennsylvania House Bill 1342 which was enacted on July 8, 2022. The bill made significant changes to the Commonwealth’s corporate income tax laws which included lowering the tax rate gradually from 9.99% in 2022 to 4.99% in 2031, updating market sourcing rules, and codifying the economic nexus standard.

The Company’s effective income tax rate was 14.2% and 27.2% for the thirteen weeks ended September 24, 2022 and September 25, 2021, respectively. The Company’s effective income tax rate was 22.9% and 26.7% for the thirty-nine weeks ended September 24, 2022 and September 25, 2021, respectively. The effective income tax rate differed from the federal statutory rate, primarily due to the effect of state taxes, net of permanent differences.

9

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 25, 2021, 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 197 retail stores with over 23 thousand 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.

The Company advertises its products and promotes its brand through digital and printed circulars; radio ads; e-mail blasts; and on-line via its web site, social media and mobile applications. The Company promotes by using Everyday Lower Price; Low Price Guarantee; Low, Low Price; 3 Day Sale; senior and military discounts; and Loyalty programs. The Loyalty program includes reward points that may be redeemed for discounts on items in store, at the Company’s fuel stations or one of its third-party fuel station partners.

Utilizing its own strategically located distribution center and transportation fleet, Weis Markets self distributes approximately 63% of product with the remaining being supplied by direct store delivery vendors. In addition, the Company has three manufacturing facilities which process milk, ice cream and fresh meat products. The corporate offices are located in Sunbury, PA where the Company was founded in 1912.

On March 11, 2020, the World Health Organization declared that the novel coronavirus (COVID-19) had become a pandemic, and on March 13, the U.S. President declared a National Emergency concerning the disease. This resulted in government mandated shutdowns, as well as multiple legislative acts to provide emergency economic assistance for individuals, families and businesses affected by the novel coronavirus pandemic. These events were accretive to our sales and gross profits compared to the time periods preceding the impact of the novel coronavirus pandemic. The Company is not able to speculate how the ensuing economy or unknown future related expenses will affect it after the governmental novel coronavirus pandemic measures have ended.

The Company continues to innovate and remain relevant to industry trends and offering customer convenience by presenting programs like “Weis 2 Go Online” ordering with curbside pickup and home delivery. As of September 24, 2022, the Company offered Weis 2 Go Online curbside pickup in 188 of its locations as well as home delivery with Shipt in 176 locations. In September 2021, the Company announced a partnership with DoorDash to offer on-demand grocery delivery, which is currently available in 189 locations. Total Ecommerce sales were $51.3 million in the first thirty-nine weeks of 2022 compared to $57.2 million in the same period in 2021, a decrease of 10.3 percent. When compared to the first thirty-nine weeks of 2020 total Ecommerce sales have increased 3.3 percent.

10

WEIS MARKETS, INC.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)

Two-Year Stacked Comparable Store Sales Analysis

Management is providing Comparable Store Sales Two-Year Stacked analysis, a non-GAAP measure, because management believes this metric is useful to investors and analysts. A Comparable Store Sales Two-Year Stacked analysis presents a comparison of results and trends over a longer period of time to demonstrate the effect of the novel coronavirus pandemic on the operating results of the Company. Information presented in the tables below is not intended for use as an alternative to any other measure of performance. It is not recommended that this table be considered a substitute for the Company’s operating results as reported in accordance with GAAP.

Year-over-year and sequential comparisons are the primary calculations used to analyze operating results, however, due to significant fluctuations caused by the novel coronavirus pandemic management believes it is necessary to provide a Two-Year Stacked Comparable Store Sales analysis. The following tables provide the two-year stacked comparable store sales, including and excluding fuel, for the periods ended September 24, 2022, and September 25, 2021, as well as periods ended September 25, 2021, and September 26, 2020, respectively. Comparable store sales increased 7.9 percent on an individual year-over-year basis and increased 12.5 percent on a two-year stacked basis for the thirteen weeks ended September 24, 2022 following the increase of 14.8 percent for the same period in 2020. Comparable store sales increased 8.6 percent on an individual year-over-year basis and increased 8.5 percent on a two-year stacked basis in the thirty-nine weeks ended September 24, 2022 following the increase of 17.3 percent for the same period in 2020.

	Percentage Change
	13 Weeks Ended
		2022 vs. 2021		2021 vs. 2020
Comparable store sales (individual year)		7.9	%	4.6	%
Comparable store sales (two-year stacked)		12.5
Comparable store sales, excluding fuel (individual year)		6.7		3.2	%
Comparable store sales, excluding fuel (two-year stacked)		9.9	%
	Percentage Change
	39 Weeks Ended
		2022 vs. 2021		2021 vs. 2020
Comparable store sales (individual year)		8.6	%	(0.1)	%
Comparable store sales (two-year stacked)		8.5
Comparable store sales, excluding fuel (individual year)		6.8		(1.4)	%
Comparable store sales, excluding fuel (two-year stacked)		5.4	%

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 fiscal 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.

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 Change
	13 Weeks Ended						39 Weeks Ended						13 Weeks Ended		39 Weeks Ended
(amounts in thousands, except per share amounts)		September 24, 2022			September 25, 2021			September 24, 2022			September 25, 2021		2022 vs. 2021		2022 vs. 2021
Net sales	$	1,150,551		$	1,063,452		$	3,389,853		$	3,117,141		8.2	%	8.7	%
Cost of sales, including advertising, warehousing and distribution expenses		862,908			780,320			2,516,311			2,285,428		10.6		10.1
Gross profit on sales		287,643			283,132			873,542			831,713		1.6		5.0
Gross profit margin		25.0	%		26.6	%		25.8	%		26.7	%
Operating, general and administrative expenses		253,985			244,164			750,066			715,353		4.0		4.9
O, G & A, percent of net sales		22.1	%		23.0	%		22.1	%		22.9	%
Income from operations		33,658			38,968			123,476			116,360		(13.6)		6.1
Operating margin		2.9	%		3.7	%		3.6	%		3.7	%
Investment income (loss) and interest expense		(1,483)			608			(3,394)			4,360		(343.9)		(177.8)
Investment income (loss) and interest expense, percent of net sales		(0.1)	%		0.1	%		(0.1)	%		0.1	%
Other income (expense)		1,214			(401)			4,805			(3,007)		402.7		259.8
Other income (expense), percent of net sales		0.1	%		(0.0)	%		0.1	%		(0.1)	%
Income before provision for income taxes		33,389			39,175			124,887			117,713		(14.8)		6.1
Income before provision for income taxes, percent of net sales		2.9	%		3.7	%		3.7	%		3.8	%
Provision for income taxes		4,731			10,668			28,574			31,479		(55.7)		(9.2)
Effective income tax rate		14.2	%		27.2	%		22.9	%		26.7	%
Net income	$	28,658		$	28,507		$	96,313		$	86,234		0.5	%	11.7	%
Net income, percent of net sales		2.5	%		2.7	%		2.8	%		2.8	%
Basic and diluted earnings per share	$	1.07		$	1.06		$	3.58		$	3.21		0.9	%	11.5	%

Net Sales

Individual Year-Over-Year Analysis of Sales

	Percentage Change
	2022 vs. 2021
September 24, 2022	13 Weeks Ended		39 Weeks Ended
Net sales	8.2	%		8.7	%
Net sales, excluding fuel	6.9			6.8
Comparable store sales	7.9			8.6
Comparable store sales, excluding fuel	6.7	%		6.8	%

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 fiscal 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)

According to the latest U.S. Bureau of Labor Statistics’ report, the Seasonally Adjusted Food-at-Home Consumer Price Index increased 2.8% and 2.3% for the thirteen week periods ended September 24, 2022 and September 25, 2021, respectively. The Seasonally Adjusted Food-at-Home Consumer Price Index increased 10.6% and 4.2% for thirty-nine week periods ended September 24, 2022 and September 25, 2021, respectively. 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 average price of gasoline in the Central Atlantic States increased 32.7% or $1.08 per gallon in the thirteen weeks ended September 24, 2022, compared to the same period in 2021. The average price of gasoline in the Central Atlantic States increased 40.6% or $1.24 per gallon in the first thirty-nine weeks of 2022 when compared to the same period in 2021.

Total net sales increased 8.2% to $1.2 billion for the thirteen weeks ended September 24, 2022, from $1.1 billion for the thirteen weeks ended September 25, 2021. In the thirty-nine weeks ended September 24, 2022, total net sales increased 8.7% to $3.4 billion from $3.1 billion. The increase in total net sales includes retail price inflation in grocery, fuel and fresh product categories. Comparable store sales for the thirteen weeks ended September 24, 2022, compared to the same period in 2021 increased 7.9% including fuel and 6.7% excluding fuel. Comparable store sales for the thirty-nine weeks ended September 24, 2022, compared to the same period in 2021 increased 8.6% including fuel and 6.8% excluding fuel.

Although the Company experienced retail inflation and deflation in various commodities for the periods presented, the Company anticipates overall product costs to increase given the recent inflationary indicators in the food retail industry. 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 long-term 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.

Gross profit on sales increased 1.6% and 5.0% for the thirteen and thirty-nine weeks ended September 24, 2022, compared to the same period in 2021. Gross profit margin decreased 1.6% and 0.9% for the thirteen and thirty-nine weeks ended September 24, 2022, compared to the same period in 2021. The Company experienced degradation in its gross profit margin as product costs increased in the fresh meats and pharmacy departments and lower margin departments, such as fuel, increased in the product mix.

Non-cash LIFO inventory valuation adjustments represent expense of $11.8 million in the first thirty-nine weeks of 2022 compared to expense of $2.0 million in the same period in 2021. Although the Company experienced cost inflation and deflation in various commodities for the periods presented, the Company anticipates overall product costs to increase given the recent inflationary indicators in the food retail industry.

13

WEIS MARKETS, INC.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)

Operating, General and Administrative Expenses

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

Employee expenses such as wages, employer paid taxes, health care benefits and retirement plans, comprise approximately 61.0% of the total “Operating, general and administrative expenses.” As a percent of sales, direct store labor decreased 0.3% in the thirteen and thirty-nine weeks ended September 24, 2022 when compared to the same period in 2021, respectively.

Depreciation and amortization expense charged to “Operating, general and administrative expenses” was $23.7 million, or 2.1% of net sales during the thirteen weeks ended September 24, 2022 compared to $23.6 million, or 2.2% of net sales during the thirteen weeks ended September 25, 2021. During the first thirty-nine weeks of 2022 and 2021, depreciation and amortization expense charged to “Operating, general and administrative expenses” was $70.6 million, or 2.1% of net sales and $70.6 million, or 2.3% of net sales, respectively. See the Liquidity and Capital Resources section for further information regarding the Company’s capital expenditure 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
(amounts in thousands)	Increase		Increase (Decrease)
September 24, 2022	(Decrease)		as a % of sales
Employee expenses	$	6,410	(0.5)	%
Fixed expense (amortization, depreciation, insurance expenses, and occupancy costs)		(2,060)	(0.5)
Utilities expense		3,178	0.2
Other expenses (financial service fees, technology, repairs and maintenance, supplies)		2,294	(0.1)
	39 Weeks Ended
(amounts in thousands)	Increase		Increase (Decrease)
September 24, 2022	(Decrease)		as a % of sales
Employee expenses	$	17,532	(0.6)	%
Fixed expense (amortization, depreciation, insurance expenses, and occupancy costs)		603	(0.3)
Utilities expense		9,354	0.2
Other expenses (financial service fees, technology, repairs and maintenance, supplies)		7,224	(0.1)

Overall, the operating, general and administrative expenses as a percent of sales presented for the thirteen and thirty-nine weeks ended September 24, 2022 have benefited in comparison with the 2021 percent of sales due to the increase in sales. Although employee and fixed expenses have increased from a cost perspective, the increase in sales has caused a decrease in the percent of sales rate.

Provision for Income Taxes

The Company reduced its provision for income taxes by $5.6 million for the period ended September 24, 2022 primarily due to the effects of Pennsylvania House Bill 1342 which was enacted on July 8, 2022. The bill made significant changes to the Commonwealth’s corporate income tax laws which included lowering the tax rate gradually from 9.99% in 2022 to 4.99% in 2031, updating market sourcing rules, and codifying the economic nexus standard.

The Company’s effective income tax rate was 14.2% and 27.2% for the thirteen weeks ended September 24, 2022 and September 25, 2021, respectively. The Company’s effective income tax rate was 22.9% and 26.7% for the thirty-nine weeks ended September 24, 2022 and September 25, 2021, respectively. The effective income tax rate differed from the federal statutory rate, primarily due to the effect of state taxes, net of permanent differences.

14

WEIS MARKETS, INC.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)

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 entered into on September 1, 2016, and amended on September 29, 2021, with Wells Fargo Bank, NA (the “Credit Agreement”). The Credit Agreement matures on September 1, 2024, and 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 24, 2022, the availability under the revolving credit agreement was $25.5 million with $4.5 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 bonds and commercial paper with maturity dates between one and 20 years and four high yield, large capitalized public company equity securities. The portfolio totaled $171.1 million as of September 24, 2022. Management anticipates maintaining the investment portfolio but has the ability to liquidate if needed.

The Company’s capital expenditure 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 $110 million in its capital expenditure program in 2022. The Company is experiencing limited availability of raw materials and equipment to complete remodels, supply chain and information technology upgrades, and smaller store improvement projects.

The Company expects that cash generated from operations and cash available under the Credit Agreement will fund its working capital requirements, debt requirements, capital expenditure program, acquisitions and dividends. The Company has no other commitment of capital resources as of September 24, 2022, other than the lease commitments on its store facilities and transportation equipment under operating leases that expire at various dates through 2036.

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.

Quarterly Cash Dividends

At its regular meeting held in October, the Board of Directors declared a quarterly dividend of $0.34 per share, payable on November 21, 2022, to shareholders of record on November 7, 2022. 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)

Cash Flow Information

	39 Weeks Ended
(amounts in thousands)		September 24, 2022		September 25, 2021		2022 vs. 2021
Net cash provided by (used in):
Operating activities	$	142,311	$	182,105	$	(39,794)
Investing activities		(57,933)		(121,133)		63,200
Financing activities		(25,823)		(25,016)		(807)

Operating

Cash flows from operating activities decreased $39.8 million in the first thirty-nine weeks of 2022 compared to the first thirty-nine weeks of 2021. The decrease in cash flow from operating activities is primarily due to increased product costs in inventory, which is the result of the recent inflationary pressures in the food retail industry in the first thirty-nine weeks of 2022 when compared to the same period in 2021.

Investing

In the first thirty-nine weeks of 2022, when compared to the same period in 2021, the purchase of property and equipment decreased $34.8 million and the proceeds from the sale and maturities of marketable securities exceeded the purchase of marketable securities by $27.2 million. Additionally, as a percent of sales, capital expenditures were 2.5% in the first thirty-nine weeks of 2022 and 3.8% in the first thirty-nine weeks of 2021. The decrease as a percent of sales in 2022 compared to 2021 is due to the increase in sales as well as a decrease in spend resulting from limited availability of raw materials and equipment to complete remodels, supply chain and information technology upgrades, and smaller store improvement projects. For the remainder of 2022, management anticipates maintaining the investment portfolio but has the ability to liquidate if needed.

Financing

The Company paid dividends of $25.8 million and $25.0 million in the first thirty-nine weeks of 2022 and 2021, respectively.

16

WEIS MARKETS, INC.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)

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 2021 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 25, 2021.

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: competitive and reputational risks; financial, investment and infrastructure risks; information security, cybersecurity and data privacy risks; supply chain and third-party risks; risks created by pandemics (including the ongoing COVID-19 outbreak and the related responses of governments, consumers, customers, suppliers and employees); and legal, regulatory and other external risks. 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.

17

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 24, 2022. 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 25, 2021, 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 25, 2021, 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 24, 2022. 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 24, 2022, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

18

WEIS MARKETS, INC.

PART II – OTHER INFORMATION

ITEM 6. EXHIBITS

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

19

WEIS MARKETS, INC.

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:	11/3/2022	/S/Jonathan H. Weis
		Jonathan H. Weis
		Chairman,
		President and Chief Executive Officer
		(Principal Executive Officer)
Date:	11/3/2022	/S/Michael T. Lockard
		Michael T. Lockard
		Senior Vice President, Chief Financial Officer
		and Treasurer
		(Principal Financial Officer)

20

EX-31.1

Exhibit 31.1

WEIS MARKETS, INC.

CERTIFICATION- CHIEF EXECUTIVE OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Jonathan H. Weis, 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 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 preparation 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:	November 3, 2022	/S/Jonathan H. Weis
		Jonathan H. Weis
		Chairman,
		President and Chief Executive Officer

EX-31.2

Exhibit 31.2

WEIS MARKETS, INC.

CERTIFICATION- CHIEF FINANCIAL OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Michael T. Lockard, 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 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 preparation 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:	November 3, 2022	/S/Michael T. Lockard
		Michael T. Lockard
		Senior Vice President, Chief Financial Officer
		and Treasurer

EX-32

Exhibit 32

WEIS MARKETS, INC.

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Weis Markets, Inc. (the “Company”) on Form 10-Q for the fiscal quarter ended September 24, 2022, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, Jonathan H. Weis, Chairman, President and Chief Executive Officer, and Michael T. Lockard, Senior Vice President, Chief Financial Officer and Treasurer, 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/Jonathan H. Weis

Jonathan H. Weis

Chairman, President and Chief Executive Officer

11/3/2022

/S/Michael T. Lockard

Michael T. Lockard

Senior Vice President, Chief Financial Officer and Treasurer

11/3/2022

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.

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Document and Entity Information - shares	9 Months Ended
	Sep. 24, 2022	Nov. 03, 2022
Cover [Abstract]
Entity Central Index Key	0000105418
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 24, 2022
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	1-5039
Entity Registrant Name	WEIS MARKETS, INC
Entity Incorporation, State or Country Code	PA
Entity Tax Identification Number	24-0755415
Entity Address, Address Line One	1000 S. Second Street
Entity Address, Address Line Two	P. O. Box 471
Entity Address, City or Town	Sunbury
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	17801-0471
City Area Code	570
Local Phone Number	286-4571
Title of 12(b) Security	Common stock, no par value
Trading Symbol	WMK
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		26,898,443
Amendment Flag	false
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2022

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Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 24, 2022	Dec. 25, 2021
Current:
Cash and cash equivalents	$ 144,603	$ 86,048
Marketable securities	171,136	205,744
SERP investment	21,483	27,059
Accounts receivable, net	53,406	52,108
Inventories	300,087	269,587
Prepaid expenses and other current assets	33,503	31,112
Total current assets	724,218	671,658
Property and equipment, net	963,498	977,787
Operating lease right-to-use	181,722	191,175
Goodwill	52,330	52,330
Intangible and other assets, net	18,960	17,525
Total assets	1,940,728	1,910,475
Current:
Accounts payable	206,472	218,774
Accrued expenses	52,540	48,654
Operating leases	42,204	39,940
Accrued self-insurance	18,739	18,568
Deferred revenue, net	8,114	11,901
Income taxes payable	16,608	7,360
Total current liabilities	344,677	345,197
Postretirement Benefit Obligations	23,842	29,964
Accrued self-insurance	23,371	23,400
Operating leases	149,019	161,669
Deferred income taxes	110,006	115,087
Other	8,724	15,416
Total liabilities	659,639	690,733
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	1,429,453	1,358,963
Accumulated other comprehensive income (Net of deferred taxes of $2,702 in 2022 and $669 in 2021)	(7,456)	1,687
Shareholders' equity before treasury stock	1,431,946	1,370,599
Treasury stock at cost, 6,149,364 shares	(150,857)	(150,857)
Total shareholders' equity	1,281,089	1,219,742
Total liabilities and shareholders' equity	$ 1,940,728	$ 1,910,475

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Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 24, 2022	Dec. 25, 2021
Statement of Financial Position [Abstract]
Common stock, par value
Common stock, shares authorized	100,800,000	100,800,000
Common stock, shares issued	33,047,807	33,047,807
Common stock, shares outstanding	26,898,443	26,898,443
Accumulated other comprehensive income, deferred taxes	$ 2,702	$ 669
Treasury stock, shares	6,149,364

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Consolidated Statements of Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 24, 2022	Sep. 25, 2021	Sep. 24, 2022	Sep. 25, 2021
Income Statement [Abstract]
Net sales	$ 1,150,551	$ 1,063,452	$ 3,389,853	$ 3,117,141
Cost of sales, including advertising, warehousing and distribution expenses	862,908	780,320	2,516,311	2,285,428
Gross profit on sales	287,643	283,132	873,542	831,713
Operating, general and administrative expenses	253,985	244,164	750,066	715,353
Income from operations	33,658	38,968	123,476	116,360
Investment income (loss) and interest expense	(1,483)	608	(3,394)	4,360
Other income (expense)	1,214	(401)	4,805	(3,007)
Income before provision for income taxes	33,389	39,175	124,887	117,713
Provision for income taxes	4,731	10,668	28,574	31,479
Net income	$ 28,658	$ 28,507	$ 96,313	$ 86,234
Weighted-average shares outstanding, basic	26,898,443	26,898,443	26,898,443	26,898,443
Weighted-average shares outstanding, diluted	26,898,443	26,898,443	26,898,443	26,898,443
Cash dividends per share	$ 0.32	$ 0.31	$ 0.96	$ 0.93
Basic earnings per share	1.07	1.06	3.58	3.21
Diluted earnings per share	$ 1.07	$ 1.06	$ 3.58	$ 3.21

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Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 24, 2022	Sep. 25, 2021	Sep. 24, 2022	Sep. 25, 2021
Statement of Comprehensive Income [Abstract]
Net income	$ 28,658	$ 28,507	$ 96,313	$ 86,234
Available-for-sale marketable securities
Unrealized holding gains (losses) arising during period (Net of deferred taxes of $547 and $39, respectively for the thirteen weeks ended, and $3,370 and $268, respectively for the thirty-nine weeks ended)	(2,023)	(103)	(9,143)	(683)
Other comprehensive income gain (loss), net of tax	(2,023)	(103)	(9,143)	(683)
Comprehensive income, net of tax	$ 26,635	$ 28,404	$ 87,170	$ 85,551

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Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 24, 2022	Sep. 25, 2021	Sep. 24, 2022	Sep. 25, 2021
Statement of Comprehensive Income [Abstract]
Unrealized holding gains (losses) arising during period, deferred taxes	$ 547	$ 39	$ 3,370	$ 268

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Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands	Common Stock [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Treasury Stock, Common [Member]	Total
Balance, at Dec. 26, 2020	$ 9,949	$ 1,283,737	$ 3,286	$ (150,857)	$ 1,146,115
Balance, shares at Dec. 26, 2020	33,047,807
Balance, treasury shares at Dec. 26, 2020				6,149,364
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income		86,234			86,234
Other comprehensive income (loss), net of tax			(683)		(683)
Dividends paid		(25,016)			(25,016)
Balance, at Sep. 25, 2021	$ 9,949	1,344,956	2,603	$ (150,857)	1,206,651
Balance, shares at Sep. 25, 2021	33,047,807
Balance, treasury shares at Sep. 25, 2021				6,149,364
Balance, at Jun. 26, 2021	$ 9,949	1,324,787	2,706	$ (150,857)	1,186,585
Balance, shares at Jun. 26, 2021	33,047,807
Balance, treasury shares at Jun. 26, 2021				6,149,364
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income		28,507			28,507
Other comprehensive income (loss), net of tax			(103)		(103)
Dividends paid		(8,339)			(8,339)
Balance, at Sep. 25, 2021	$ 9,949	1,344,956	2,603	$ (150,857)	1,206,651
Balance, shares at Sep. 25, 2021	33,047,807
Balance, treasury shares at Sep. 25, 2021				6,149,364
Balance, at Dec. 25, 2021	$ 9,949	1,358,963	1,687	$ (150,857)	$ 1,219,742
Balance, shares at Dec. 25, 2021	33,047,807				26,898,443
Balance, treasury shares at Dec. 25, 2021				6,149,364
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income		96,313			$ 96,313
Other comprehensive income (loss), net of tax			(9,143)		(9,143)
Dividends paid		(25,823)			(25,823)
Balance, at Sep. 24, 2022	$ 9,949	1,429,453	(7,456)	$ (150,857)	$ 1,281,089
Balance, shares at Sep. 24, 2022	33,047,807				26,898,443
Balance, treasury shares at Sep. 24, 2022				6,149,364	6,149,364
Balance, at Jun. 25, 2022	$ 9,949	1,409,403	(5,433)	$ (150,857)	$ 1,263,062
Balance, shares at Jun. 25, 2022	33,047,807
Balance, treasury shares at Jun. 25, 2022				6,149,364
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income		28,658			28,658
Other comprehensive income (loss), net of tax			(2,023)		(2,023)
Dividends paid		(8,608)			(8,608)
Balance, at Sep. 24, 2022	$ 9,949	$ 1,429,453	$ (7,456)	$ (150,857)	$ 1,281,089
Balance, shares at Sep. 24, 2022	33,047,807				26,898,443
Balance, treasury shares at Sep. 24, 2022				6,149,364	6,149,364

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 24, 2022	Sep. 25, 2021
Cash flows from operating activities:
Net income	$ 96,313	$ 86,234
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	77,604	77,232
(Gain) loss on disposition of fixed assets	(2,481)	524
Unrealized (gain) loss in value of equity securities	1,590	463
Deferred income taxes	(1,711)	7,812
Unrealized (gain) loss in SERP	6,082	(2,130)
Changes in operating assets and liabilities:
Inventories	(30,499)	11,161
Accounts receivable and prepaid expenses	(3,689)	11,289
Accounts payable and other liabilities	(9,802)	(20,868)
Income taxes	9,248	10,164
Other	(344)	224
Net cash provided by operating activities	142,311	182,105
Cash flows from investing activities:
Purchase of property and equipment	(83,335)	(118,156)
Proceeds from the sale of property and equipment	6,710	5,856
Purchase of marketable securities	(267,106)	(19,455)
Proceeds from the sale and maturities of marketable securities	287,124	12,275
Purchase of intangible assets	(944)	(165)
Proceeds from sale of intangible assets	125
Change in SERP investment	(507)	(1,488)
Net cash used in investing activities	(57,933)	(121,133)
Cash flows from financing activities:
Dividends paid	(25,823)	(25,016)
Net cash used in financing activities	(25,823)	(25,016)
Net increase (decrease) in cash and cash equivalents	58,555	35,956
Cash and cash equivalents at beginning of year	86,048	136,612
Cash and cash equivalents at end of period	$ 144,603	$ 172,568

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Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands	9 Months Ended
	Sep. 24, 2022	Sep. 25, 2021
Statement of Cash Flows [Abstract]
Income taxes paid	$ 21,700	$ 13,500
Interest paid	$ 24	$ 24

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Significant Accounting Policies

9 Months Ended

Sep. 24, 2022

Accounting Policies [Abstract]

Significant Accounting Policies

(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.

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Current Relevant Accounting Standards

9 Months Ended

Sep. 24, 2022

Accounting Standards Update and Change in Accounting Principle [Abstract]

Current Relevant Accounting Standards

(2) Current Relevant Accounting Standards

The Company regularly monitors recently issued accounting standards and assesses their applicability and impact. The Company believes that there are no accounting standard updates that have or will have a material or significant impact on the Company’s accounting policies.

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Marketable Securities

9 Months Ended

Sep. 24, 2022

Investments, Debt and Equity Securities [Abstract]

Marketable Securities

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

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

Level 3Unobservable 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 bond and commercial paper portfolio is 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 and commercial paper portfolio throughout the life of each bond and commercial paper 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 (loss) and interest expense” on the Company’s Consolidated Statements of Income. The Company recognized investment loss of $261 thousand in the thirteen weeks ended September 24, 2022, which included an unrealized loss in equity securities of $1.4 million. In the thirteen weeks ended September 25, 2021, the Company recognized investment income of $215 thousand, which included an unrealized loss in equity securities of $381 thousand. In the thirty-nine weeks ended September 24, 2022, the Company recognized investment income of $1.4 million, which included an unrealized loss in equity securities of $1.6 million. In the thirty-nine weeks ended September 25, 2021, the Company recognized investment income of $1.4 million, which included unrealized losses in equity securities of $463 thousand.

Marketable securities, as of September 24, 2022 and December 25, 2021, consisted of:

			Gross		Gross
(amounts in thousands)	Amortized		Unrealized		Unrealized		Fair
September 24, 2022	Cost		Holding Gains		Holding Losses		Value
Available-for-sale:
Level 1
Equity securities							$	4,920
Level 2
Corporate and municipal bonds	$	149,483	$	1,210	$	(11,426)		139,267
Commercial Paper		26,892		57		—		26,949
	$	176,375	$	1,267	$	(11,426)	$	171,136

			Gross		Gross
(amounts in thousands)	Amortized		Unrealized		Unrealized		Fair
December 25, 2021	Cost		Holding Gains		Holding Losses		Value
Available-for-sale:
Level 1
Equity securities							$	6,509
Level 2
Corporate and municipal bonds	$	151,947	$	4,753	$	(2,384)		154,315
Commercial Paper		44,931		2		(13)		44,920
	$	196,878	$	4,755	$	(2,397)	$	205,744

Maturities of marketable securities classified as available-for-sale at September 24, 2022, were as follows:

	Amortized		Fair
(amounts in thousands)	Cost		Value
Available-for-sale:
Due within one year	$	59,607	$	58,578
Due after one year through five years		72,343		68,242
Due after five years through ten years		32,235		28,611
Due after ten years		12,190		10,785
	$	176,375	$	166,216

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 (loss) and interest expense” on the Company’s Consolidated Statements of Income. The Company recognized investment loss of $1.2 million in the thirteen weeks ended September 24, 2022, and investment income of $401 thousand in the same period in 2021. The Company recognized investment loss of $4.8 million and investment income of $3.0 million in the thirty-nine weeks ended September 24, 2022, and September 25, 2021, respectively. The changes in the underlying liability to the associates are recorded in “Other income (expense).”

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Accumulated Other Comprehensive Income

9 Months Ended

Sep. 24, 2022

Equity [Abstract]

Accumulated Other Comprehensive Income

(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 (Losses)
	on Available-for-Sale
(amounts in thousands)	Marketable Securities
Accumulated other comprehensive income balance as of December 25, 2021	$	1,687
Other comprehensive income (loss)		(9,143)
Net current period other comprehensive income (loss)		(9,143)
Accumulated other comprehensive income balance as of September 24, 2022	$	(7,456)

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Long-Term Debt

9 Months Ended

Sep. 24, 2022

Debt Disclosure [Abstract]

Long-Term Debt

(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 on September 29, 2021, and matures on September 1, 2024. 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 24, 2022, the availability under the revolving credit agreement was $25.5 million, net of $4.5 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 $8 thousand in each of the thirteen weeks ended September 24, 2022, and September 25, 2021. In each of the first thirty-nine weeks of 2022 and 2021, interest expense related to long-term debt totaled $24 thousand.

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Revenue Recognition

9 Months Ended

Sep. 24, 2022

Revenue from Contract with Customer [Abstract]

Revenue Recognition

(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 products, 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 weeks ended September 24, 2022, and September 25, 2021:

	13 Weeks Ended
(amounts in thousands)	September 24, 2022				September 25, 2021
Grocery	$	973,707	84.6	%	$	912,984	85.9	%
Pharmacy		107,366	9.3			99,210	9.3
Fuel		66,350	5.8			49,262	4.6
Manufacturing		3,128	0.3			1,996	0.2
Total net sales	$	1,150,551	100.0	%	$	1,063,452	100.0	%
	39 Weeks Ended
(amounts in thousands)	September 24, 2022				September 25, 2021
Grocery	$	2,867,699	84.5	%	$	2,687,066	86.2	%
Pharmacy		317,564	9.4			296,278	9.5
Fuel		195,521	5.8			127,460	4.1
Manufacturing		9,069	0.3			6,337	0.2
Total net sales	$	3,389,853	100.0	%	$	3,117,141	100.0	%

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Leases

9 Months Ended

Sep. 24, 2022

Leases [Abstract]

Leases

(7) Leases

As of September 24, 2022, the Company leased approximately 49% of its open store facilities under operating leases that expire at various dates through 2036, 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 24, 2022, and September 25, 2021.

	13 Weeks Ended				39 Weeks Ended
(amounts in thousands)		September 24, 2022		September 25, 2021		September 24, 2022		September 25, 2021
Operating lease cost	$	11,978	$	11,511	$	35,633	$	34,029
Variable lease cost		2,578		2,812		8,165		8,060
Lease or sublease income		(2,421)		(2,530)		(7,259)		(7,453)
Net lease cost	$	12,135	$	11,793	$	36,539	$	34,636

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Taxes

9 Months Ended

Sep. 24, 2022

Taxes

Taxes

(8) Taxes

The Company reduced its provision for income taxes by $5.6 million for the period ended September 24, 2022 primarily due to the effects of Pennsylvania House Bill 1342 which was enacted on July 8, 2022. The bill made significant changes to the Commonwealth’s corporate income tax laws which included lowering the tax rate gradually from 9.99% in 2022 to 4.99% in 2031, updating market sourcing rules, and codifying the economic nexus standard.

The Company’s effective income tax rate was 14.2% and 27.2% for the thirteen weeks ended September 24, 2022 and September 25, 2021, respectively. The Company’s effective income tax rate was 22.9% and 26.7% for the thirty-nine weeks ended September 24, 2022 and September 25, 2021, respectively. The effective income tax rate differed from the federal statutory rate, primarily due to the effect of state taxes, net of permanent differences.

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Significant Accounting Policies (Policies)

9 Months Ended

Sep. 24, 2022

Accounting Policies [Abstract]

Basis of Presentation

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.

Current Relevant Accounting Standards

The Company regularly monitors recently issued accounting standards and assesses their applicability and impact. The Company believes that there are no accounting standard updates that have or will have a material or significant impact on the Company’s accounting policies.

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Marketable Securities (Tables)

9 Months Ended

Sep. 24, 2022

Investments, Debt and Equity Securities [Abstract]

Schedule Of Marketable Securities

			Gross		Gross
(amounts in thousands)	Amortized		Unrealized		Unrealized		Fair
September 24, 2022	Cost		Holding Gains		Holding Losses		Value
Available-for-sale:
Level 1
Equity securities							$	4,920
Level 2
Corporate and municipal bonds	$	149,483	$	1,210	$	(11,426)		139,267
Commercial Paper		26,892		57		—		26,949
	$	176,375	$	1,267	$	(11,426)	$	171,136

			Gross		Gross
(amounts in thousands)	Amortized		Unrealized		Unrealized		Fair
December 25, 2021	Cost		Holding Gains		Holding Losses		Value
Available-for-sale:
Level 1
Equity securities							$	6,509
Level 2
Corporate and municipal bonds	$	151,947	$	4,753	$	(2,384)		154,315
Commercial Paper		44,931		2		(13)		44,920
	$	196,878	$	4,755	$	(2,397)	$	205,744

Schedule Of Maturities Of Marketable Securities

	Amortized		Fair
(amounts in thousands)	Cost		Value
Available-for-sale:
Due within one year	$	59,607	$	58,578
Due after one year through five years		72,343		68,242
Due after five years through ten years		32,235		28,611
Due after ten years		12,190		10,785
	$	176,375	$	166,216

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Accumulated Other Comprehensive Income (Tables)

9 Months Ended

Sep. 24, 2022

Equity [Abstract]

Schedule Of Accumulated Other Comprehensive Income

	Unrealized Gains (Losses)
	on Available-for-Sale
(amounts in thousands)	Marketable Securities
Accumulated other comprehensive income balance as of December 25, 2021	$	1,687
Other comprehensive income (loss)		(9,143)
Net current period other comprehensive income (loss)		(9,143)
Accumulated other comprehensive income balance as of September 24, 2022	$	(7,456)

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Revenue Recognition (Tables)

9 Months Ended

Sep. 24, 2022

Revenue from Contract with Customer [Abstract]

Schedule Of Sales By Type Of Product

	13 Weeks Ended
(amounts in thousands)	September 24, 2022				September 25, 2021
Grocery	$	973,707	84.6	%	$	912,984	85.9	%
Pharmacy		107,366	9.3			99,210	9.3
Fuel		66,350	5.8			49,262	4.6
Manufacturing		3,128	0.3			1,996	0.2
Total net sales	$	1,150,551	100.0	%	$	1,063,452	100.0	%
	39 Weeks Ended
(amounts in thousands)	September 24, 2022				September 25, 2021
Grocery	$	2,867,699	84.5	%	$	2,687,066	86.2	%
Pharmacy		317,564	9.4			296,278	9.5
Fuel		195,521	5.8			127,460	4.1
Manufacturing		9,069	0.3			6,337	0.2
Total net sales	$	3,389,853	100.0	%	$	3,117,141	100.0	%

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Leases (Tables)

9 Months Ended

Sep. 24, 2022

Leases [Abstract]

Schedule of Lease Costs

	13 Weeks Ended				39 Weeks Ended
(amounts in thousands)		September 24, 2022		September 25, 2021		September 24, 2022		September 25, 2021
Operating lease cost	$	11,978	$	11,511	$	35,633	$	34,029
Variable lease cost		2,578		2,812		8,165		8,060
Lease or sublease income		(2,421)		(2,530)		(7,259)		(7,453)
Net lease cost	$	12,135	$	11,793	$	36,539	$	34,636

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Marketable Securities - Investment Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 24, 2022	Sep. 25, 2021	Sep. 24, 2022	Sep. 25, 2021
Investment Income, Net [Abstract]
Investment income (loss)	$ 261,000	$ 215	$ 1,400	$ (1,400)
Equity Securities, FV-NI, Unrealized Gain (Loss) [Abstract]
Unrealized gain (loss) on equity securities	$ 1,400	$ (381)	$ (1,590)	$ (463)

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Marketable Securities - Fair Value (Details) - USD ($) $ in Thousands	Sep. 24, 2022	Dec. 25, 2021
Marketable Securities [Abstract]
Equity securities	$ 4,920	$ 6,509
Available-for-sale securities	166,216
Marketable securities	$ 171,136	$ 205,744
Equity Securities, FV-NI, Fair Value by Fair Value Hierarchy Level	us-gaap:FairValueInputsLevel1Member	us-gaap:FairValueInputsLevel1Member
Bonds [Member]
Marketable Securities [Abstract]
Available-for-sale securities	$ 139,267	$ 154,315
Debt Securities, Available-for-Sale, Fair Value by Fair Value Hierarchy Level	us-gaap:FairValueInputsLevel2Member	us-gaap:FairValueInputsLevel2Member
Commercial Paper [Member]
Marketable Securities [Abstract]
Available-for-sale securities	$ 26,949	$ 44,920
Debt Securities, Available-for-Sale, Fair Value by Fair Value Hierarchy Level	us-gaap:FairValueInputsLevel2Member	us-gaap:FairValueInputsLevel2Member

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Marketable Securities - Amortized Cost (Details) - USD ($) $ in Thousands	Sep. 24, 2022	Dec. 25, 2021
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract]
Amortized Cost	$ 176,375	$ 196,878
Gross Unrealized Holding Gains	1,267	4,755
Gross Unrealized Holding Losses	(11,426)	(2,397)
Fair Value	166,216
Bonds [Member]
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract]
Amortized Cost	149,483	151,947
Gross Unrealized Holding Gains	1,210	4,753
Gross Unrealized Holding Losses	(11,426)	(2,384)
Fair Value	139,267	154,315
Commercial Paper [Member]
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract]
Amortized Cost	26,892	44,931
Gross Unrealized Holding Gains	57	2
Gross Unrealized Holding Losses		(13)
Fair Value	$ 26,949	$ 44,920

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Marketable Securities - Maturities (Details) - USD ($) $ in Thousands	Sep. 24, 2022	Dec. 25, 2021
Debt Securities, Available-for-sale, Maturity, Allocated and Single Maturity Date, Amortized Cost, Rolling Maturity [Abstract]
Amortized Cost, Due within one year	$ 59,607
Amortized Cost, Due after one year through five years	72,343
Amortized Cost, Due after five years through ten years	32,235
Amortized Cost, Due after ten years	12,190
Amortized Cost	176,375	$ 196,878
Debt Securities, Available-for-sale, Maturity, Allocated and Single Maturity Date, Rolling Maturity, Fair Value [Abstract]
Fair Value, Due within one year	58,578
Fair Value, Due after one year through five years	68,242
Fair Value, Due after five years through ten years	28,611
Fair Value, Due after ten years	10,785
Fair Value	$ 166,216

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Marketable Securities - SERP Investments (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 24, 2022	Sep. 25, 2021	Sep. 24, 2022	Sep. 25, 2021
Net Investment Income [Line Items]
Investment Income (Loss) and Interest Expense	$ (1,483)	$ 608	$ (3,394)	$ 4,360
Supplemental Employee Retirement Plan [Member]
Net Investment Income [Line Items]
Investment Income (Loss) and Interest Expense	$ 1,200	$ 401	$ 4,800	$ 3,000

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Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 24, 2022	Sep. 25, 2021	Sep. 24, 2022	Sep. 25, 2021
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance,	$ 1,263,062	$ 1,186,585	$ 1,219,742	$ 1,146,115
Other comprehensive income gain (loss), net of tax	(2,023)	(103)	(9,143)	(683)
Balance,	1,281,089	1,206,651	1,281,089	1,206,651
AOCI Attributable to Parent [Member]
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance,	(5,433)	2,706	1,687	3,286
Balance,	(7,456)	$ 2,603	(7,456)	$ 2,603
AOCI, Accumulated Gain (Loss), Debt Securities, Available-for-sale, Parent [Member]
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance,			1,687
Other comprehensive income (loss)			(9,143)
Other comprehensive income gain (loss), net of tax			(9,143)
Balance,	$ (7,456)		$ (7,456)

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Long-Term Debt - General Information (Details)	9 Months Ended
	Sep. 24, 2022 USD ($)
Revolving Credit Agreement, Wells Fargo Bank, National Association [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Debt Instrument, Issuance Date	Sep. 01, 2016
Debt Instrument, Maturity Date	Sep. 01, 2024
Line of Credit Facility, Remaining Borrowing Capacity	$ 25,500,000
Revolving Credit Agreement, Wells Fargo Bank, National Association, Revolving Credit Facility [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	30,000,000.0
Revolving Credit Agreement, Wells Fargo Bank, National Association, Revolving Credit Facility, Discretionary [Member] | Line of Credit [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	70,000,000.0
Revolving Credit Agreement, Wells Fargo Bank, National Association, Letters of Credit [Member] | Letter of Credit [Member]
Debt Instrument [Line Items]
Amount of facility borrowed	$ 4,500,000

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Long-Term Debt - Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 24, 2022	Sep. 25, 2021	Sep. 24, 2022	Sep. 25, 2021
Interest Expense, Debt [Abstract]
Interest expense	$ 8	$ 8	$ 24	$ 24

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Revenue Recognition - Segments (Details) - segment	3 Months Ended		9 Months Ended
	Sep. 24, 2022	Sep. 25, 2021	Sep. 24, 2022	Sep. 25, 2021
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract]
Number of reportable segments	1	1	1	1

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Revenue Recognition - Revenue by Product (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 24, 2022	Sep. 25, 2021	Sep. 24, 2022	Sep. 25, 2021
Disaggregation of Revenue [Line Items]
Total net sales	$ 1,150,551	$ 1,063,452	$ 3,389,853	$ 3,117,141
Grocery [Member]
Disaggregation of Revenue [Line Items]
Total net sales	973,707	912,984	2,867,699	2,687,066
Pharmacy [Member]
Disaggregation of Revenue [Line Items]
Total net sales	107,366	99,210	317,564	296,278
Fuel, Product [Member]
Disaggregation of Revenue [Line Items]
Total net sales	66,350	49,262	195,521	127,460
Manufacturing [Member]
Disaggregation of Revenue [Line Items]
Total net sales	$ 3,128	$ 1,996	$ 9,069	$ 6,337

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Revenue Recognition - Concentration Risk (Details)	3 Months Ended		9 Months Ended
	Sep. 24, 2022	Sep. 25, 2021	Sep. 24, 2022	Sep. 25, 2021
Product Information [Line Items]
Concentration risk (as a percent)	100.00%	100.00%	100.00%	100.00%
Grocery [Member] | Revenue from Contract with Customer Benchmark [Member] | Product Concentration Risk [Member]
Product Information [Line Items]
Concentration risk (as a percent)	84.60%	85.90%	84.50%	86.20%
Pharmacy [Member] | Revenue from Contract with Customer Benchmark [Member] | Product Concentration Risk [Member]
Product Information [Line Items]
Concentration risk (as a percent)	9.30%	9.30%	9.40%	9.50%
Fuel, Product [Member] | Revenue from Contract with Customer Benchmark [Member] | Product Concentration Risk [Member]
Product Information [Line Items]
Concentration risk (as a percent)	5.80%	4.60%	5.80%	4.10%
Manufacturing [Member] | Revenue from Contract with Customer Benchmark [Member] | Product Concentration Risk [Member]
Product Information [Line Items]
Concentration risk (as a percent)	0.30%	0.20%	0.30%	0.20%

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Leases - General Information (Details)	Sep. 24, 2022
Lessee, Operating Lease, Description [Abstract]
Percentage of facilities under operating leases	49.00%
Maximum [Member]
Lessee, Operating Lease, Description [Abstract]
Lease renewal term	20 years
Minimum [Member]
Lessee, Operating Lease, Description [Abstract]
Lease renewal term	5 years

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Leases - Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 24, 2022	Sep. 25, 2021	Sep. 24, 2022	Sep. 25, 2021
Lease, Cost [Abstract]
Operating lease cost	$ 11,978	$ 11,511	$ 35,633	$ 34,029
Variable lease cost	2,578	2,812	8,165	8,060
Lease or sublease income	(2,421)	(2,530)	(7,259)	(7,453)
Net lease cost	$ 12,135	$ 11,793	$ 36,539	$ 34,636

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Taxes (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 24, 2022	Sep. 25, 2021	Sep. 24, 2022	Sep. 25, 2021
Taxes
Provision for income taxes			$ 5.6
Effective Income Tax Rate Reconciliation, Percent	14.20%	27.20%	22.90%	26.70%