What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-03-10 compared with 2021-03-11 · 83 added, 136 removed, 176 unchanged (55% of the section changed)

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities:

The Company's stock is traded on the New York Stock Exchange (ticker symbol WMK).

The approximate number of shareholders, including individual participants in security position listings on March 11, 2021 was 10,502.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities:

The following line graph compares the yearly percentage change in the cumulative total shareholder return on the Company’s common stock against the cumulative total return of the S&P Composite-500 Stock Index and the cumulative total return of a Company-selected group index that the Company deems most properly represents its “Peer Group”, for the period of five years.

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WEIS MARKETS, INC.

Selected Financial Data :

The following selected five years of financial information has been derived from the Company's audited Consolidated Financial Statements.

This information should be read in connection with the Company's Consolidated Financial Statements and the Notes thereto, as well as "Management's Discussion and Analysis of Financial Condition and Results of Operations,"

included in Item 7.

(dollars in thousands, except per share amounts)

Income from operations

Cash dividends per share

Basic and diluted earnings per share

Working capital

Property and Equipment, net

Shareholders’ equity

Closing share price

(1) In September 2016, the Company began its acquisition of 38 former Food Lion, LLC stores.

These stores contributed $369.2 million to sales in 2017.

(2) On December 22, 2017, the U.S.

Government enacted the Tax Cuts and Jobs Act (the “Tax Reform”).

The Tax Reform significantly impacted the Company’s effective income tax rate by reducing the U.S.

federal corporate tax rate from 35% to 21% effective January 1, 2018.

WEIS MARKETS, INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations:

Management’s Discussion and Analysis of Financial Condition and Results of Operations:

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to help the reader understand Weis Markets, Inc., its operations and its present business environment.

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Approximately 97% of Weis Markets associates are paid an hourly wage.

Its products sold 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.

Its products sold include groceries, dairy products, frozen foods, meats, seafood, fresh produce, floral, pharmacy services at 132 locations, deli products, prepared foods, bakery products, beer and wine, fuel, and general merchandise items, such as health and beauty care and household products.

The store product selection includes national, local and private brands and the Company promotes by using Everyday Lower Price, Low Price Guarantee, Low, Low Price, and Loyalty programs.

The Loyalty program includes fuel rewards that may be redeemed at the Company’s fuel stations or one of its third-party fuel station partners.

The Loyalty program includes reward points that may be redeemed for discounts on items in store, at one of the Company’s 54 fuel stations or one of its third-party fuel station partners.

On January 17, 2019 the Company announced a new pricing strategy for its private brand products named Low, Low Price.

The move took the Company’s private brand products from a high, low pricing strategy to everyday low price.

Utilizing its own centrally located distribution center and transportation fleet, Weis Markets self distributes approximately 68% of product with the remaining being supplied by direct store vendors.

Utilizing its own strategically located distribution center and transportation fleet, Weis Markets self distributes approximately 67% of product with the remaining being supplied by direct store vendors.

In addition, the Company has three manufacturing facilities which process milk, ice cream and fresh meat products.

The corporate offices are located in Sunbury, PA where the Company was founded in 1912.

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

programs like “Weis 2 Go Online” and home delivery.

In 2020, the Company offered Weis 2 Go Online in 183 of its locations, adding 29 stores since the end of 2019.

Weis 2 Go Online allows the customer to order on-line and then pick up their order at a drive-thru location at the store.

The Company began offering home delivery during the third quarter of 2018 and currently offers this convenience to customers in 175 different locations.

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.

WEIS MARKETS, INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations:

Company Overview (continued)

The Company continues to innovate and remain relevant to industry trends and offer customer convenience by presenting programs like “Weis 2 Go Online” and home delivery.

In 2021, the Company offered Weis 2 Go Online in 187 of its locations, adding 4 stores since the end of 2020.

Weis 2 Go Online allows the customer to order on-line and then pick up their order at a drive-thru location at the store.

The Company began offering home delivery during the third quarter of 2018 and currently offers this convenience to customers in 182 different locations via Shipt® and DoorDash®.

Strategic Imperatives

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As part of this strategy, management is committed to offering its customers a strong combination of quality, service and value.

WEIS MARKETS, INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations:

Company Overview (continued)

● Develop and Align Organizational Capabilities – The Company will elevate organizational capacity to support decision effectiveness and deliver consistent execution.

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The goal of the sustainability strategy is to reduce the Company’s overall carbon footprint by reducing greenhouse gas emissions and reducing the impact on climate change.

WEIS MARKETS, INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations:

The Company’s 2020 sustainability report may be found at:

https://www.weismarkets.com/sustainability

Results of Operations

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 table provides the two-year stacked comparable store sales, including and excluding fuel, for the fiscal years ended December 25, 2021, and December 26, 2020, as well as fiscal years ended December 26, 2020, and December 28, 2019, respectively.

Percentage Changes

52 Weeks Ended

Comparable store sales (individual year)

Comparable store sales (two-year stacked)

Comparable store sales, excluding fuel (individual year)

Comparable store sales, excluding fuel (two-year stacked)

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.

WEIS MARKETS, INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations:

Results of Operations (continued)

Analysis of Consolidated Statements of Income

Percentage Changes

(dollars in thousands except per share amounts)

(amounts in thousands except per share amounts)

For the Fiscal Years Ended December 25, 2021, December 26, 2020 and December 28, 2019

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Basic and diluted earnings per share

Individual Year-Over-Year Analysis of Sales

Percentage Changes

Net sales, excluding fuel sales

Net sales, excluding fuel

Comparable store sales

Comparable store sales excluding fuel sales

Comparable store sales, excluding fuel

When calculating the percentage change in comparable store sales, the Company defines a new store to be comparable when it has been in operation after five full quarters.

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WEIS MARKETS, INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations:

Results of Operations (continued)

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According to the U.S.

Department of Energy, the 52-week average price of gasoline in the Central Atlantic States decreased 12.8%, or $0.36 per gallon, in 2020 compared to the 52-week average in 2019.

Department of Energy, the 52-week average price of gasoline in the Central Atlantic States increased 31.2%, or $0.76 per gallon, in 2021 compared to the 52-week average in 2020.

The 52-week average price of gasoline in the Central Atlantic States, according to the U.S.

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Comparable store sales increased for all years presented.

On a comparable store sales basis all product categories, Center Store, Fresh and Pharmacy Services, with the exception of Fuel, increased in sales.

The Company’s 2020 sales were favorably impacted as a result of increased sales demand related to the novel coronavirus pandemic as well as increasing market share.

On a comparable store sales basis fresh, pharmacy services and fuel increased in sales.

The Company’s 2021 sales were favorably impacted as a result of increased pharmacy prescription volume, administering COVID-19 vaccines, and higher fuel sales.

Comparable store sales for 2021 compared to 2020 increased 1.7% including fuel and .2% excluding fuel.

The Company has provided additional product offerings and customer conveniences such as “Weis 2 Go Online,” currently offered at 187 store locations.

“Weis 2 Go Online” allows the customer to order on-line and have their order delivered or pick up their order at an expedient store drive-thru.

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

Management remains confident in its ability to generate sales growth in a highly competitive environment, but also understands some competitors have greater financial resources and could use these resources to take measures which could adversely affect the Company's competitive position.

The Company has experienced retail inflation and deflation in various commodities for the periods presented.

Management cannot accurately measure the full impact of inflation or deflation on retail pricing due to changes in the types of merchandise sold between periods, shifts in customer buying patterns and the fluctuation of competitive factors.

In addition, impacts of the novel coronavirus pandemic have caused uncertainty about future economic conditions and may change future product mix.

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

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Gross profit rate was 26.4% in 2021, 26.8% in 2020 and 26.5% in 2019.

The increase in gross profit rate is attributable to a change in sales mix along with increased fresh department sell-through during the novel coronavirus pandemic, reducing the amount of product loss.

The decrease in gross profit rate is attributable to the increased pharmacy and fuel sales, which have a lower gross profit margin than grocery sales, and higher product and supply chain costs.

Pharmacy gross profit margin continues to be pressured by recent changes in industry practices.

The Company cannot predict whether the pharmacy industry practices will change favorably.

The Company experienced favorable non-cash LIFO inventory valuation adjustments, increasing gross profit by $275 thousand, $5.8 million and $1.5 million for 2020, 2019 and 2018, respectively.

Although the Company experienced product cost inflation and deflation in various commodities in 2020, 2019 and 2018, 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.

The Company experienced an unfavorable non-cash LIFO inventory valuation adjustment, decreasing gross profit by $4.0 million in 2021.

Favorable non-cash LIFO inventory valuation adjustments increased gross profit by $275 thousand and $5.8 million in 2020 and 2019, respectively.

The Company has experienced retail inflation and deflation in various commodities for the periods presented.

WEIS MARKETS, INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations:

Results of Operations (continued)

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The majority of the expenses were driven by increased sales volume.

Employee-related costs such as wages, employer paid taxes, health care benefits and retirement plans, comprise approximately 62.7% of the total “Operating, general and administrative expenses.” During the novel coronavirus pandemic, the Company compensated its employees, primarily front-line associates over $32.5 million in various rewards, including an additional $2 per hour for 15 weeks.

As a percent of sales, direct store labor decreased 0.6% in 2020 compared to 2019 and decreased 0.1% in 2019 compared to 2018.

Employee-related costs such as wages, employer paid taxes, health care benefits and retirement plans, comprise approximately 62.2% of the total “Operating, general and administrative expenses.” As a percent of sales, direct store labor decreased 0.1% in 2021 compared to 2020 and decreased 0.6% in 2020 compared to 2019.

While direct store labor expenses increased in 2021 compared to 2020, the sales increases have outpaced the labor expense increase causing the rate to fall, primarily due to the fixed component of store labor.

Management continues to monitor store labor efficiencies and develop labor standards to reduce costs while maintaining the Company’s customer service expectations.

Currently, the Company is continuing a multi-year initiative to install or upgrade self-checkouts in its stores in response to customer preference and labor rates and supply, including adding convertible dual-use checkout lanes.

Currently, the Company is continuing a multi-year initiative to install or upgrade self-checkouts in its stores in response to customer preference and labor supply, including adding convertible dual-use checkout lanes.

The Company’s self-insured health care benefit expenses increased by 0.2% in 2021 compared to 2020 and increased by 9.8% in 2020 compared to 2019.

Depreciation and amortization expense charged to “Operating, general and administrative expenses” was $93.8 million, or 2.2% of net sales, for 2021 compared to $90.2 million, or 2.2% of net sales, for 2020 and $85.2 million, or 2.4% of net sales, for 2019.

Depreciation and amortization expense as a percent of sales decreased 0.2% in 2020 when compared to 2019, however when 2019 is compared to 2018 there was no change.

Depreciation and amortization expense as a percent of sales remained the same in 2021 when compared to 2020 and decreased 0.2% in 2020 when compared to 2019.

See the Liquidity and Capital Resources section for further information regarding the Company’s capital expansion program.

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is as follows:

(dollars in thousands)

(amounts in thousands)

Increase (Decrease)

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Utilities expense

Fixed Expense

(dollars in thousands)

Fixed expense (amortization, depreciation, insurance expenses, and occupancy costs)

Outside service and information technology expense

(amounts in thousands)

Increase (Decrease)

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as a % of sales

Employee expense

Utilities expense

Fixed expenses include occupancy costs, depreciation and amortization and insurance expenses.

Although fixed expenses have increased from a cost perspective, the increase in sales has caused a decrease in the percent of sales rate.

The majority of the operating, general and administrative expenses as a percent of sales presented for the fiscal year 2020 have benefited in comparison with the 2019 percent of sales due to the increase in sales caused by the novel coronavirus pandemic.

Due to the nature of fixed expenses, management expects less variability when analyzed as a percent of sales, relative to the majority of operating, general and administrative expenses.

All expenses as a percent of sales presented for the 2019 fiscal year have benefited in comparison with the 2018 percent of sales due to the closure of unprofitable stores.

The Company is benefiting from cost saving initiatives in various areas of its operations and is saving in utilities with a combination of purchasing, associate sustainability and capital investments such as its LED lighting program.

The Company’s 2019 sustainability report my be found at:

https://www.weismarkets.com/sites/default/files/weisbynature_sustainabilityupdate_2019_web_final-s.pdf?330

Fixed expense (amortization, depreciation, insurance expenses, and occupancy costs)

The Company continues to realize a reduction in workers compensation self-insurance expense as a result a decrease in claims due to improved associate safety programs and claim resolution efforts.

The Company is experiencing an increase in subscription and other outside expenses as a result of investing in its information technology.

WEIS MARKETS, INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations:

Results of Operations (continued)

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The effective income tax rate differs from the federal statutory rate of 21% primarily due to state taxes as well as nondeductible employee expenses.

Not all the Company’s tax credits and state deductions are driven proportionately by taxable income levels, due to these items and the significant increase in taxable income from prior years, the result was a higher effective income tax rate for 2020.

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 August 21, 2019, with Wells Fargo Bank, NA (the “Credit Agreement”).

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.

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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 with maturity dates between one and 10 years and three long-held high yield, large capitalized public company equity securities.

The Company has not had an obligation on the Credit Agreement since the second fiscal quarter of 2018.

The Company’s investment portfolio consists of high-grade bonds with maturity dates between one and 10 years, high grade commercial papers with maturity dates under one year, and three long-held high yield, large capitalized public company equity securities.

The portfolio totaled $205.7 million as of December 25, 2021.

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Total cash dividend payments on common stock, on a per share basis, amounted to $1.25 in 2021, $1.24 in 2020 and $1.24 in 2019.

The Company increased its quarterly dividend from 31 cents per share to 32 cents per share in the fourth quarter of 2021.

The Company expects to continue paying regular cash dividends on a quarterly basis.

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WEIS MARKETS, INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations:

Liquidity and Capital Resources (Continued)

Management's Discussion and Analysis of Financial Condition and Results of Operations:

Results of Operations (continued)

Cash Flow Information

(dollars in thousands)

(amounts in thousands)

For the Fiscal Years Ended December 25, 2021,

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Financing activities

Cash flows from operating activities increased in 2020 as compared to 2019 and in 2019 as compared to 2018, respectively.

Management attributes the majority of the increase in 2020 over 2019 to increased sales volume resulting from the novel coronavirus pandemic and its impact on Net Income.

The increase in cash flow from 2018 to 2019 is attributable to improved profits.

Decreased inventory levels supporting greater sales volume throughout the supply chain continue to favorably impact cash flow for all years presented.

Improved ordering methods for the Company’s distribution center and stores as well as the Company’s most recent store inventory initiative, “Top Stock” have contributed to this improvement.

“Top Stock” moves product from the store back room to a top shelf in the aisle, making replenishment and inventory control more efficient while keeping the associates more accessible to the customer.

Cash flows from operating activities decreased in 2021 as compared to 2020 and increased in 2020 as compared to 2019, respectively.

The decrease in 2021 from 2020 is due to settling working capital obligations.

The majority of the increase in 2020 over 2019 is attributed to increased sales volume resulting from the novel coronavirus pandemic and its impact on Net Income.

Property and equipment purchases totaled $151.8 million in 2021, compared to $131.0 million in 2020 and $101.5 million in 2019.

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The Company increased its quarterly dividend from 31 cents per share to 32 cents per share in the fourth quarter of 2021.

In 2018, payments on the revolving credit agreement increased net cash used in financing activities by $35.0 million.

Contractual Obligations

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Payments due by period

(dollars in thousands)

(amounts in thousands)

Operating leases

WEIS MARKETS, INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations:

Off-Balance Sheet Arrangements

The Company is not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the Company’s financial condition, results of operations or cash flows.

Critical 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.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires that the Company makes estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses.

These estimates and assumptions are based on historical and other factors believed to be reasonable under the circumstances.

The Company evaluates these estimates and assumptions on an ongoing basis and may retain outside consultants, lawyers and actuaries to assist in its evaluation.

The Company believes the following accounting policies are the most critical because they involve the most significant judgments and estimates used in preparation of its Consolidated Financial Statements.

Inventories are valued at the lower of cost or net realizable value, using both the retail inventory and average cost methods.

The retail inventory method is commonly used by retail companies to determine cost and calculate gross margin based on applying a cost-to-retail ratio to each similar merchandise category’s ending retail value.

The Company’s center store and pharmacy inventories are valued using last in, first out (LIFO).

The Company’s fresh inventories are valued using average cost.

The Company evaluates inventory shortages throughout the year based on actual physical counts in its facilities.

Allowances for inventory shortages are recorded based on the results of these counts and to provide for estimated shortages from the last physical count to the financial statement date.

Vendor Allowances

Vendor allowances related to the Company's buying and merchandising activities are recorded as a reduction of cost of sales as they are earned, in accordance with the underlying agreement.

Off-invoice and bill-back allowances are used to reduce direct product costs upon the receipt of goods.

Promotional rebates and credits are accounted for as a reduction in the cost of inventory and recognized when the related inventory is sold.

Volume incentive discounts are realized as a reduction of cost of sales at the time it is deemed probable and reasonably estimatable that the incentive target will be reached.

Long-term contract incentives, which require an exclusive vendor relationship, are allocated over the life of the contract.

Promotional allowance funds for specific vendor-sponsored programs are recognized as a reduction of cost of sales as the program occurs and the funds are earned per the agreement.

Cash discounts for prompt payment of invoices are realized in cost of sales as invoices are paid.

Warehouse and back-haul allowances provided by suppliers for distributing their product through the Company’s distribution system are recorded in cost of sales as the required performance is completed.

Warehouse slotting allowances are recorded in cost of sales when new items are initially set up in the Company's distribution system, which is when the related expenses are incurred and performance under the agreement is complete.

Swell allowances for damaged goods are realized in cost of sales as provided by the supplier, helping to offset product shrink losses also recorded in cost of sales.

Income taxes are inherently complex and require management’s evaluation and estimates, specifically regarding current and deferred income taxes and uncertain tax positions.

The Company reviews the tax positions taken, or expected to be taken, on tax returns to determine whether, and to what extent, a benefit can be recognized in its Consolidated Financial Statements.

The assessment of the Company’s tax position relies on the judgment of management to estimate the more likely than not merits associated with the Company’s various tax positions.

The Company leases approximately 51% 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.”

WEIS MARKETS, INC.

Management's Discussion and Analysis of Financial Condition and Results of Operations:

Critical Accounting Policies and Estimates (continued)

Self-Insurance

The Company is self-insured for a majority of its workers’ compensation, general liability, vehicle accident and associate medical benefit claims.

The self-insurance liability for most of the medical benefit claims is determined based on historical data and an estimate of claims incurred but not reported.

The other self-insurance liabilities including workers’ compensation are determined actuarially, based on claims filed and an estimate of claims incurred but not yet reported.

The Company is self-insured for certain healthcare claims and stop-loss coverage is maintained for occurrences exceeding a $500 thousand specific deductible with a $450 thousand aggregating deductible.

The Company is liable for workers'

compensation claims ranging from $1.0 million to $2.0 million per claim.

Property and casualty insurance coverage is maintained with outside carriers at deductible or retention levels ranging from $100 thousand to $1.0 million.

Significant assumptions used in the development of the actuarial estimates include reliance on the Company’s historical claims data including average monthly claims and average lag time between incurrence and reporting of the claim.

Forward-Looking Statements

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

Any forward-looking statements contained herein are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected.

For example, risks and uncertainties can arise with changes in:

general economic conditions, including their impact on capital expenditures;

business conditions in the retail industry;

the regulatory environment;

rapidly changing technology and competitive factors, including increased competition with regional and national retailers;

and price pressures.

Readers are cautioned not to place undue reliance on forward-looking statements, which reflect management's analysis only as of the date hereof.

The Company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date hereof.

Readers should carefully review the risk factors described in other documents the Company files periodically with the Securities and Exchange Commission.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity