What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2022-03-10 compared with 2021-03-11 · 96 added, 126 removed, 486 unchanged (31% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

(dollars in thousands)

(amounts in thousands, except shares)

December 25, 2021

22 unchanged sentences

Shareholders’ Equity

Common stock, no par value, 100,800,000 shares authorized, 33,047,807 shares issued,

26,898,443 shares outstanding

Common stock, no par value, 100,800,000 shares authorized, 33,047,807 shares issued, 26,898,443 shares outstanding

Retained earnings

7 unchanged sentences

CONSOLIDATED STATEMENTS OF INCOME

(dollars in thousands, except shares and per share amounts)

(amounts in thousands, except shares and per share amounts)

For the Fiscal Years Ended December 25, 2021,

11 unchanged sentences

Basic and diluted earnings per share

See accompanying notes to Consolidated Financial Statements.

WEIS MARKETS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(dollars in thousands)

(amounts in thousands)

For the Fiscal Years Ended December 25, 2021,

5 unchanged sentences

Reclassification adjustment for (gains) losses included in net income

(Net of deferred taxes o f $ 0 , $ 14 and $ 14 , respectively)

(Net of deferred taxes of $ 0 , $ 0 and $ 14 , respectively)

Other comprehensive income (loss), net of tax

Comprehensive income, net of tax

See accompanying notes to Consolidated Financial Statements.

WEIS MARKETS, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(dollars in thousands, except shares)

(amounts in thousands, except shares)

For the Fiscal Years Ended December 25, 2021

5 unchanged sentences

Balance at December 29, 2018

Cumulative effect of accounting principal adoption of ASU 2016-01

Other comprehensive income, net of

2 unchanged sentences

Balance at December 28, 2019

Other comprehensive income, net of

reclassification adjustments and tax

Other comprehensive income (loss), net of tax

Dividends paid

Balance at December 26, 2020

Other comprehensive income, net of

reclassification adjustments and tax

Other comprehensive income (loss), net of tax

Dividends paid

4 unchanged sentences

52 Weeks Ended

(dollars in thousands)

(amounts in thousands)

December 25, 2021

5 unchanged sentences

Depreciation and amortization

Loss on disposition of fixed assets

Impairment of fixed assets

(Gain) loss on disposition of fixed assets

(Gain) on sale of marketable securities

15 unchanged sentences

Cash flows from financing activities:

Payments on long-term debt

Dividends paid

Net cash used in financing activities

Net increase in cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of year

9 unchanged sentences

Weis Markets, Inc.

is a Pennsylvania business corporation formed in 1924.

is a Pennsylvania business corporation founded in 1912 and incorporated in 1924.

The Company is engaged principally in the retail sale of food in Pennsylvania and surrounding states.

The Company’s operations are reported as a single reportable segment.

There was no material change in the nature of the Company's business during fiscal 2020.

There was no material change in the nature of the Company’s business during fiscal 2021.

(b) Definition of Fiscal Year

15 unchanged sentences

The Company considers investments with an original maturity of three months or less to be cash equivalents.

Investment amounts classified as cash equivalents as of December 26, 2020 and December 28, 2019 totaled $ 95.9 million and $ 32.9 million , respectively.

Investment amounts classified as cash equivalents as of December 25, 2021 and December 26, 2020 totaled $ 692 thousand and $ 95.9 million, respectively.

Consumer electronic payments accepted at the point of sale, including all credit card, debit card and electronic benefits transfer transactions that process in three days or less are classified as cash equivalents.

Consumer electronic payment amounts classified as cash equivalents as of December 25, 2021 and December 26, 2020 totaled $ 38.6 million and $ 41.7 million, respectively.

WEIS MARKETS, INC.

Note 1 Summary of Significant Accounting Policies (continued)

(f) Marketable Securities

Marketable securities consist of corporate and municipal bonds and equity securities.

Marketable securities consist of corporate and municipal bonds, commercial paper and equity securities.

The Company invests primarily in high-grade marketable debt securities.

1 unchanged sentence

Available-for-sale securities are recorded at fair value as determined by quoted market price based on national markets.

Unrealized holding gains and losses, net of the related tax effect, on corporate and municipal bonds are excluded from earnings and are reported as a separate component of shareholders’ equity until realized.

Unrealized holding gains and losses, net of the related tax effect, on corporate and municipal bonds and commercial paper are excluded from earnings and are reported as a separate component of shareholders’ equity until realized.

Unrealized holding gains and losses on equity securities are recorded in investment income (loss) and interest expense.

2 unchanged sentences

Realized gains and losses are included in earnings and are derived using the specific identification method for determining the cost of securities.

Investment amounts classified as marketable securities as of December 25, 2021 and December 26, 2020 totaled $ 205.7 million and $ 111.9 million, respectively.

Equity securities are measured at fair value and the unrealized holding gains and losses are recorded in investment income (loss) and interest expense.

The Company recognized a $ 1.8 million loss in 2020 and a $ 2.0 million gain in 2019.

The Company recognized a $ 900 thousand loss in 2021 and a $ 1.8 million loss in 2020.

(g) Accounts Receivable

2 unchanged sentences

The Company maintains an allowance for the amount of receivables deemed to be uncollectible and calculates this amount based upon historical collection activity adjusted for current conditions.

WEIS MARKETS, INC.

Note 1 Summary of Significant Accounting Policies (continued)

(h) Inventories

11 unchanged sentences

When assets are retired or otherwise disposed of, the assets and accumulated depreciation are removed from the respective accounts and any profit or loss on the disposition is credited or charged to “Operating, general and administrative expenses.”

WEIS MARKETS, INC.

Note 1 Summary of Significant Accounting Policies (continued)

The Company leases approximately 49 % of its open store facilities under operating leases that expire at various dates through 2036, with the remaining store facilities being owned.

11 unchanged sentences

December 26, 2020

(dollars in thousands)

(amounts in thousands)

Liquor licenses

3 unchanged sentences

As of December 25, 2021, the Company’s intangible assets with indefinite lives consisted of goodwill and liquor licenses.

WEIS MARKETS, INC.

Note 1 Summary of Significant Accounting Policies (continued)

(l) Impairment of Long-Lived Assets

7 unchanged sentences

In accordance with Accounting Standards Codification No.

360, Property, Plant and Equipment , the Company recorded a pre-tax charge of $ 1.5 million in the fourth quarter of 2018 for the impairment of long-lived assets, including equipment and leasehold improvements.

The charge was a result of management determining that the net book value of this property was less than the recoverable value.

This charge was included as a component of "Operating, general and administrative expenses."

Management determined that no assets met the impairment criteria as of December 26, 2020 and December 28, 2019.

360, Property, Plant and Equipment , the Company believes that, based on current conditions, materially different reported results are not likely to result from long-lived asset impairments.

WEIS MARKETS, INC.

Note 1 Summary of Significant Accounting Policies (continued)

(l) Impairment of Long-Lived Assets (continued)

The results of impairment tests are subject to management’s estimates and assumptions of projected cash flows and operating results.

5 unchanged sentences

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.

The Company is self-insured for certain healthcare claims and stop-loss coverage is maintained for individual annual claim occurrences exceeding a $ 500 thousand specific 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.

6 unchanged sentences

To the extent interest and penalties would be assessed by taxing authorities on any underpayment of income tax, such amounts are accrued and classified as a component of income tax expense.

WEIS MARKETS, INC.

Note 1 Summary of Significant Accounting Policies (continued)

(o) Earnings Per Share

14 unchanged sentences

Advertising costs, net of vendor paid cooperative advertising credits, are expensed as incurred which are primarily funded by vendor cooperative advertising credits and occur in the same period as the product is sold.

WEIS MARKETS, INC.

Note 1 Summary of Significant Accounting Policies (continued)

(r) 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.

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.

5 unchanged sentences

Warehouse and back-haul allowances provided by suppliers for distributing their product through the Company’s distribution system are recorded in cost of sales offsetting costs incurred.

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.

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.

1 unchanged sentence

Vendor paid cooperative advertising credits totaled $ 3.4 million in 2021, $ 21.7 million in 2020 and $ 24.8 million in 2019.

These credits were netted against advertising costs within “Cost of Sales, including Advertising, Warehousing and Distribution expenses.” The Company had accounts receivable due from vendors of $ 886 thousand and $ 1.0 million for earned advertising credits and $ 8.6 million and $ 9.5 million for earned promotional discounts as of December 26, 2020 and December 28, 2019, respectively.

These credits were netted against advertising costs within “Cost of Sales, including Advertising, Warehousing and Distribution expenses.” The Company had accounts receivable due from vendors of $ 585 thousand and $ 886 thousand for earned advertising credits and $ 3.6 million and $ 8.6 million for earned promotional discounts as of December 25, 2021 and December 26, 2020, respectively.

The Company had $ 2.5 million and $ 3.3 million in unearned income included in accrued liabilities for unearned vendor programs under long-term contracts for display and shelf space allocation as of December 25, 2021 and December 26, 2020, respectively.

5 unchanged sentences

The Company recorded advertising expense, before vendor paid cooperative advertising credits, of $ 24.9 million in 2021, $ 24.5 million in 2020 and $ 30.3 million in 2019 in “Cost of Sales, including Advertising, Warehousing and Distribution Expenses.”

WEIS MARKETS, INC.

Note 1 Summary of Significant Accounting Policies (continued)

(u) Rental and Commission Income

5 unchanged sentences

(v) Current Relevant Accounting Standards

The Company regularly monitors recently issued accounting standards and assesses their applicabilty and impact.

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.

2 unchanged sentences

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:

Financial Accounting Standards Board (FASB) has established three levels of inputs that may be used to measure fair value:

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

2 unchanged sentences

The Company’s marketable securities valued using Level 1 inputs include three public company equity securities, for which quoted market prices are available.

The Company’s bond portfolio is valued using Level 2 inputs.

The Company’s corporate and municipal bonds are valued using a combination of pricing for similar securities, recently executed transactions, cash flow models with yield curves and other pricing models utilizing observable inputs, which are considered Level 2 inputs.

The Company’s bond and commercial paper portfolio is valued using Level 2 inputs.

The Company’s corporate and municipal bonds and commercial paper are valued using a combination of pricing for similar securities, recently executed transactions, cash flow models with yield curves and other pricing models utilizing observable inputs, which are considered Level 2 inputs.

For Level 2 investment valuation, the Company utilizes standard pricing procedures of its investment advisory firm(s), which include various third-party pricing services.

These procedures also require specific price monitoring practices as well as pricing review reports, valuation oversight and pricing challenge procedures to maintain the most accurate representation of investment fair market value.

The Company accrues interest on its bond portfolio throughout the life of each bond held.

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.

Both interest and dividends are recognized in “Investment income and interest expense” on the Company’s Consolidated Statements of Income.

The Company recognized investment income of $ 536 thousand, $ 4.1 million and investment loss of $ 234 thousand which included an unrealized loss in equity securities of $ 1.8 million, an unrealized gain in equity securities of $ 2.0 million and an unrealized loss in equity securities of $ 1.6 million in the fiscal years ended December 26, 2020, December 28, 2019 and December 29, 2018, respectively.

The Company recognized investment income of $ 1.6 million, $ 536 thousand and $ 4.1 million which included an unrealized loss in equity securities of $ 900 thousand, an unrealized loss in equity securities of $ 1.8 million and an unrealized gain in equity securities of $ 2.0 million in the fiscal years ended December 25, 2021, December 26, 2020 and December 28, 2019, respectively.

Marketable securities, as of December 25, 2021 and December 26, 2020, consisted of:

(dollars in thousands)

(amounts in thousands)

December 25, 2021

4 unchanged sentences

Corporate and municipal bonds

(dollars in thousands)

Commercial Paper

(amounts in thousands)

December 26, 2020

4 unchanged sentences

Corporate and municipal bonds

WEIS MARKETS, INC.

Note 2 Marketable Securities (continued)

Maturities of marketable securities classified as available-for-sale at December 25, 2021, were as follows:

(dollars in thousands)

(amounts in thousands)

Available-for-sale:

2 unchanged sentences

Due after five years through ten years

WEIS MARKETS, INC.

Note 2 Marketable Securities (continued)

SERP Investments

3 unchanged sentences

Such investments are reported on the Company’s Consolidated Balance Sheets as “SERP investment,” are classified as trading securities and are measured at fair value using Level 1 inputs with gains and losses included in “Investment income and interest expense” on the Company’s Consolidated Statements of Income.

The Company recognized investment income of $ 3.3 million, $ 3.0 million, and investment loss of $ 931 thousand in fiscal years ended December, 26, 2020, December 28, 20219, and December 29, 2018 The changes in the underlying liability to the associates are recorded in “Other income (expense) .”

The Company recognized investment income of $ 3.4 million, $ 3.3 million, and $ 3.0 million in fiscal years ended December 25, 2021, December 26, 2020, and December 28, 2019.

The changes in the underlying liability to the associates are recorded in “Other income (expense).”

Note 3 Inventories

Merchandise inventories, as of December 25, 2021 and December 26, 2020, were valued as follows:

(dollars in thousands)

(amounts in thousands)

Management believes the use of the LIFO method for valuing certain inventories represents the most appropriate matching of costs and revenues in the Company’s circumstances.

3 unchanged sentences

Property and equipment, as of December 25, 2021 and December 26, 2020, consisted of:

(dollars in thousands)

(amounts in thousands)

Buildings and improvements

4 unchanged sentences

Note 5 Lease Commitments

The adoption of ASU 2016-02 Leases (Topic 842) had a significant impact on the Company’s Consolidated Balance Sheets, resulting in operating lease right-to-use assets of $ 202 million and lease liabilities of $ 211 million as of December 30, 2018.

The difference between the operating lease right-to-use assets and lease liabilities represents prepaid and accrued rents, unfavorable lease obligations, favorable lease assets and deferred tenant allowances associated with operating leases as of December 30, 2018 and reclassified against the operating lease right-to-use asset upon adoption.

The following is a schedule of the lease costs included in “Operating, general and administrative expenses” for the fiscal year ended December 26, 2020.

(dollars in thousands)

The following is a schedule of the lease costs included in “Operating, general and administrative expenses” for the fiscal years ended December 25, 2021, December 26, 2020 and December 28, 2019.

52 Weeks Ended

(amounts in thousands)

December 25, 2021

December 26, 2020

December 28, 2019

Operating lease cost

2 unchanged sentences

Net lease cost

The following is a schedule by years of the future minimum rental payments required under operating leases and total minimum sublease and lease rental income to be received as of December 26, 2020.

(dollars in thousands)

The following is a schedule by year of the future minimum rental payments required under operating leases and total minimum sublease and lease rental income to be received as of December 25, 2021.

(amounts in thousands)

Total Lease Payments

Present value of lease liabilities

The following is a schedule of weighted-average remaining lease terms and weighted-average discount rates as of December 26, 2020 and December 28, 2019.

The following is a schedule of weighted-average remaining lease terms and weighted-average discount rates as of December 25, 2021, December 26, 2020, and December 28, 2019.

Lease Term and Discount Rate

1 unchanged sentence

December 26, 2020

December 28, 2019

Weighted-average remaining lease term

Weighted-average discount rate

Prior to the adoption of the ASU, leases generally provide for fixed annual rentals, minimum annual rentals, contingent rentals and sublease income.

Rent expense and income on all leases for the fiscal year ended December 29, 2018 consisted of:

(dollars in thousands)

Minimum annual rentals

Contingent rentals

Lease or sublease income

WEIS MARKETS, INC.

Note 6 Retirement Plans

6 unchanged sentences

Employer contributions to the qualified retirement plan are made at the sole discretion of the Company.

WEIS MARKETS, INC.

Retirement plan costs:

(dollars in thousands)

(amounts in thousands)

Retirement savings plan

24 unchanged sentences

52 Weeks Ended

( dollars in thousands )

( amounts in thousands )

December 25, 2021

7 unchanged sentences

The following table sets forth the balance of the Company’s accumulated other comprehensive income, net of tax.

Unrealized Gains

Unrealized Gains (Losses)

on Available-for-Sale

(dollars in thousands)

(amounts in thousands)

Marketable Securities

Accumulated other comprehensive income balance as of December 28, 2019

Other comprehensive loss before reclassifications

Amounts reclassified from accumulated other comprehensive income

Net current period other comprehensive Income

Other comprehensive income (loss)

Net current period other comprehensive income (loss)

Accumulated other comprehensive income balance as of December 26, 2020

Other comprehensive income before reclassifications

Amounts reclassified from accumulated other comprehensive income

Net current period change in other comprehensive income

Other comprehensive income (loss)

Net current period other comprehensive income (loss)

Accumulated other comprehensive income balance as of December 25, 2021

The following table sets forth the effects on net income of the amounts reclassified out of accumulated other comprehensive income for the periods ended December 26, 2020, December 28, 2019 and December 29, 2018.

Amounts Reclassified from

1 unchanged sentence

Consolidated Statements of Income

(dollars in thousands)

(amounts in thousands)

Unrealized gains (losses) on available-for-sale marketable securities

2 unchanged sentences

Total amount reclassified, net of tax

WEIS MARKETS, INC.

Note 9 Income Taxes

(dollars in thousands)

(amounts in thousands)

The reconciliation of income taxes computed at the federal statutory rate of 21 % in 2021, 2020 and 2019.

Ending deferred tax liability has been computed at the federal statutory rate of 21 %.

(dollars in thousands)

(amounts in thousands)

Income taxes at federal statutory rate

1 unchanged sentence

Nondeductible employee-related expenses

2017 tax reform

Provision for income taxes (effective tax rate 27.3 %, 23.3 % and 23.6 %, respectively)

Provision for income taxes

The effective income tax rate was 26.6 %, 27.3 % and 23.3 % in 2021, 2020, and 2019, respectively.

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.

Cash paid for federal income taxes was $ 33.5 million, $ 11.3 million $ 4.5 million and in 2020, 2019 and 2018 respectively.

Cash paid for state income taxes was $ 8.8 million, $ 2.8 million and $ 2.1 million in 2020, 2019 and 2018 respectively.

WEIS MARKETS, INC.

Note 9 Income Taxes (continued)

Cash paid for federal income taxes was $ 20.4 million, $ 33.5 million $ 11.3 million and in 2021, 2020 and 2019 respectively.

Cash paid for state income taxes was $ 4.4 million, $ 8.8 million and $ 2.8 million in 2021, 2020 and 2019 respectively.

The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities at December 25, 2021 and December 26, 2020, are:

(dollars in thousands)

(amounts in thousands)

Deferred tax assets:

12 unchanged sentences

The following table summarizes the activity related to the Company’s unrecognized tax benefits:

(dollars in thousands)

(amounts in thousands)

Unrecognized tax benefits at beginning of year

6 unchanged sentences

The Company or one of its subsidiaries files tax returns in the United States and various state jurisdictions.

The tax years subject to examination in the United State and in Pennsylvania, where the majority of the Company's revenues are generated, are 2016 to 2020 .

The tax years subject to examination in the United States and in Pennsylvania, where the majority of the Company’s revenues are generated, are 2016 to 2021 .

The Company has net operating loss carryforwards of $ 55 million available for state income tax purposes.

1 unchanged sentence

The Company expects to fully utilize these net operating loss carryforwards.

WEIS MARKETS, INC.

Note 10 Summary of Quarterly Results (Unaudited)

Quarterly financial data for 2020 and 2019 are as follows:

(dollars in thousands, except per share amounts)

Thirteen Weeks Ended

March 28, 2020

June 27, 2020

September 26, 2020

December 26, 2020

Gross profit on sales

Basic and diluted earnings per share

(dollars in thousands, except per share amounts)

Thirteen Weeks Ended

March 30, 2019

June 29, 2019

September 28, 2019

December 28, 2019

Gross profit on sales

Basic and diluted earnings per share

Note 10 Fair Value Information

2 unchanged sentences

The Company’s SERP investments are classified as trading securities and are carried at fair value using Level 1 inputs.

WEIS MARKETS, INC.

Note 11 Commitments and Contingencies

1 unchanged sentence

The Company also accrues for contingencies when it is probable that a liability has been incurred and the amount of the contingency can be reasonably estimated, based on experience.

In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company's consolidated financial position, results of operations or liquidity.

In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity.

Note 12 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 August 21, 2019 and matures on September 1, 2022.

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.

1 unchanged sentence

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 $ 35 thousand and $ 55 thousand for 2020 and 2019, respectively.

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

Interest expense related to long-term debt was $ 32 thousand, $ 35 thousand and $ 55 thousand for 2021, 2020 and 2019, respectively.

Note 13 COVID-19

10 unchanged sentences

We have audited the accompanying consolidated balance sheets of Weis Markets, Inc.

and its subsidiaries (the Company) as of December 26, 2020 and December 28, 2019, and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for the 52 week periods ended December 26, 2020, December 28, 2019 and December 29, 2018, and the related notes to the consolidated financial statements and the financial statement schedule listed in the accompanying index (collectively, the financial statements).

and its subsidiaries (the Company) as of December 25, 2021 and December 26, 2020, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for the 52 week periods ended December 25, 2021, December 26, 2020 and December 28, 2019, and the related notes to the consolidated financial statements and the financial statement schedule listed in the accompanying index (collectively, the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 25, 2021 and December 26, 2020, and the results of its operations and its cash flows for the 52 week periods ended December 25, 2021, December 26, 2020 and December 28, 2019, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 26, 2020, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated March 11, 2021 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 25, 2021, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated March 10, 2022 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

Basis for Opinion

19 unchanged sentences

Auditing the matter required significant auditor judgment and increased audit effort, including the use of our state and local tax professionals, in evaluating the recorded results of management’s tax positions and their assessment of the sustainability of these tax positions.

Our audit procedures related to the Company’s provision for state income taxes include the following, among others:

WEIS MARKETS, INC.

Our audit procedures related to the Company’s provision for state income taxes include the following, among others:

● We obtained an understanding of the relevant controls related to the determination of current and deferred taxes and the assessment of more likely than not surrounding state tax positions and tested such controls for design and operating effectiveness, including controls related to the interpretation and application of tax laws.

14 unchanged sentences

/s/ RSM US LLP

We have served as the Company's auditor since 2016.

Philadelphia, Pennsylvania

4 unchanged sentences

Opinion on the Internal Control Over Financial Reporting

We have audited Weis Markets, Inc.'s (the Company) internal control over financial reporting as of December 26, 2020, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

We have audited Weis Markets, Inc.'s (the Company) internal control over financial reporting as of December 25, 2021, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 25, 2021, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

equity and cash flows for the 52 week periods ended December 26, 2020, December 28, 2019 and December 29, 2018, and the related notes to the consolidated financial statements and the financial statement schedule listed in the accompanying index, and our report dated March 11, 2021 expressed an unqualified opinion.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 25, 2021 and December 26, 2020, and the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for the 52 week periods ended December 25, 2021, December 26, 2020 and December 28, 2019, and the related notes to the consolidated financial statements and the financial statement schedule listed in the accompanying index, and our report dated March 10, 2022 expressed an unqualified opinion.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management's Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

7 unchanged sentences

Definition and Limitations of Internal Control Over Financial Reporting

A company's internal control over financial reporting is a process designed 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.

A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

6 unchanged sentences

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 8. Financial Statements and Supplementary Data