Item 9A. Controls and Procedures
Item 9a. Controls and Procedures:
Management’s Report on Disclosure Controls and Procedures
The Chief Executive Officer and the Chief Financial Officer of the Company (its principal executive officer and principal financial officer, respectively) have concluded, based on their evaluation as of the close of the period covered by this Report, that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports filed or submitted by it under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act). Under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013 framework). The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Based on the Company’s evaluation, Management concluded that the Company’s internal control over financial reporting was effective as of December 30, 2023.
RSM US LLP, an independent registered public accounting firm, has audited the Consolidated Financial Statements included in this Annual Report on Form 10-K and, as part of their audit, has issued their attestation report on the Company’s internal control over financial reporting as of December 30, 2023. The report can be found in Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
In the fourth quarter of 2023, Management implemented a new enterprise resource planning system (“ERP”) for human capital management and financial management. As a result, Management revised certain existing internal controls, processes, and procedures. There are inherent risks in implementing an ERP system and, accordingly, Management will continue to evaluate the design and operating effectiveness of these controls. Other than the ERP system implementation, there were no changes in the Company’s internal control over financial reporting during the fiscal year ended December 30, 2023, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9b. Other Information:
There was no information required on Form 8-K during this quarter that was not reported.
Item 9c. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections:
None.
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WEIS MARKETS, INC.
PART III
Item 10. Directors, Executive Officers and Corporate Governance:
In addition to the information reported in Part I of this Form 10-K under the caption “Information about our Executive Officers,” “Election of Directors,” “Board Committees and Meeting Attendance, Audit Committee,” “Corporate Governance Matters,” “Compensation Tables” and “Stock Ownership” of the 2024 Weis Markets, Inc. definitive proxy statement are incorporated herein by reference.
Item 11. Executive Compensation:
“Board Committees and Meeting Attendance, Compensation Committee,” “Executive Compensation, Compensation Discussion and Analysis,” “Compensation Committee Report,” “Compensation Tables” and “Other Information Concerning the Board of Directors, Compensation Committee Interlocks and Insider Participation” of the 2024 Weis Markets, Inc. definitive proxy statement are incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters:
“Stock Ownership” of the 2024 Weis Markets, Inc. definitive proxy statement is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence:
“Other Information Concerning the Board of Directors, Review and Approval of Related Party Transactions” and “Independence of Directors” of the 2024 Weis Markets, Inc. definitive proxy statement are incorporated herein by reference.
Item 14. Principal Accounting Fees and Services:
“Ratification Of Appointment Of Independent Registered Public Accounting Firm” of the 2024 Weis Markets, Inc. definitive proxy statement are incorporated herein by reference.
PART IV
Item 15. Exhibits, Financial Statement Schedules:
(a)(1)- The Company’s 2023 Consolidated Financial Statements and the Report of Independent Registered Public Accounting Firm are included in Item 8 of Part II.
Financial Statements
Page
Consolidated Balance Sheets
23
Consolidated Statements of Income
24
Consolidated Statements of Comprehensive Income
25
Consolidated Statements of Shareholders’ Equity
26
Consolidated Statements of Cash Flows
27
Notes to Consolidated Financial Statements
28
Report of Independent Registered Public Accounting Firm (PCAOB ID: 49 )
40
(a)(2)- Financial statement schedules required to be filed by Item 8 of this form, and by Item 15(c)(3) below:
Schedule II - Valuation and Qualifying Accounts, page 46 of this Annual Report on Form 10-K
All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.
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WEIS MARKETS, INC.
Item 15. Exhibits, Financial Statement Schedules: (continued)
(a)(3) A listing of exhibits filed or incorporated by reference is as follows:
Exhibit No.
Exhibits
3-A
Articles of Incorporation , filed as exhibit 4.1 in Form S-8 on September 13, 2002 and incorporated herein by reference.
3-B
By-Laws , filed as exhibit under Part IV, Item 14(c) in the Annual Report on Form 10-K for the fiscal year ended December 29, 2001 and incorporated herein by reference.
4-A
Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934, as amended, filed as exhibit 4-A in the Annual Report on Form 10-K for the fiscal year ended December 28, 2019 and incorporated herein by reference.
10-B
Supplemental Executive Retirement Plan , filed as exhibit 10-B in the Annual Report on Form 10-K for the fiscal year ended December 28, 2019 and incorporated herein by reference. *
10-D
Supplemental Executive Retirement Plan Amendment, filed as exhibit 10-D in the Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and incorporated herein by reference. *
10-E
Deferred Compensation Agreement between the Company and Mr. Robert F. Weis, filed as exhibit under Part IV, Item 15(a)(3) in the Annual Report on Form 10-K for the fiscal year ended December 26, 2009 and incorporated herein by reference. *
10-I
Executive Employment Agreement between the Company and Jonathan H Weis, Chairman, President and Chief Executive Officer, signed on November 15, 2019 effective January 1, 2020 and continuing thereafter through December 31, 2023, filed as Exhibit 10.1 to Form 8-K November 18, 2019 and incorporated herein by reference. *
10-J
Executive Employment Agreement between the Company and Jonathan H Weis, Chairman, President and Chief Executive Officer, signed on March 22, 2023 effective January 1, 2023 and continuing thereafter through December 31, 2025, filed as Exhibit 10.1 to Form 8-K March 24, 2023 and incorporated herein by reference. *
21
Subsidiaries of the Registrant , filed with this Annual Report on Form 10-K
31.1
Rule 13a-14(a) Certification - CEO, filed with this Annual Report on Form 10-K
31.2
Rule 13a-14(a) Certification - CFO, filed with this Annual Report on Form 10-K
32
Certification Pursuant to 18 U.S.C. Section 1350 , filed with this Annual Report on Form 10-K
97
Policy Relating to Recovery of Erroneously Awarded Compensation
*
Management contract or compensatory plan arrangement.
The Company will provide a copy of any exhibit upon receipt of a written request for the particular exhibit or exhibits desired. All requests should be addressed to the Company’s principal executive offices.
(b) The Company files as exhibits to this Annual Report on Form 10-K, those exhibits listed in Item 15(a)(3) above.
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WEIS MARKETS, INC.
Item 15(c)(3). Financial Statement Schedules:
Schedule II - Valuation and Qualifying Accounts:
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
WEIS MARKETS, INC.
(amounts in thousands)
Col. A
Col. B
Col. C
Col. D
Col. E
Additions
Balance at
Charged to
Charged to
Balance at
Beginning
Costs and
Accounts
Deductions
End of
Description
of Period
Expenses
Describe
Describe (1)
Period
Fiscal Year ended December 30, 2023:
Deducted from asset accounts:
Allowance for uncollectible accounts
$
4,577
$
73
$
—
$
2,609
$
2,041
Fiscal Year ended December 31, 2022:
Deducted from asset accounts:
Allowance for uncollectible accounts
$
3,451
$
2,489
$
—
$
1,363
$
4,577
Fiscal Year ended December 25, 2021:
Deducted from asset accounts:
Allowance for uncollectible accounts
$
2,427
$
2,986
$
—
$
1,962
$
3,451
(1) Deductions are uncollectible accounts written off, net of recoveries.
Item 16. Form 10-K Summary:
None .
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WEIS MARKETS, INC.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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:
2/28/2024
/S/Jonathan H. Weis
Jonathan H. Weis
Chairman,
President and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Date
2/28/2024
/S/Jonathan H. Weis
Jonathan H. Weis
Chairman,
President and Chief Executive Officer
and Director
(Principal Executive Officer)
Date
2/28/2024
/S/Michael T. Lockard
Michael T. Lockard
Senior Vice President, Chief Financial Officer
and Treasurer
(Principal Financial Officer)
Date
2/28/2024
/S/Harold G. Graber
Harold G. Graber
Senior Vice President of Real Estate and Development
and Secretary
and Director
Date
2/28/2024
/S/Dennis G. Hatchell
Dennis G. Hatchell
Director
Date
2/28/2024
/S/Edward J. Lauth III
Edward J. Lauth III
Director
Date
2/28/2024
/S/Gerrald B. Silverman
Gerrald B. Silverman
Director
Date
2/28/2024
/S/Jeanette R. Rogers
Jeanette R. Rogers
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WEIS MARKETS, INC.
Vice President, Corporate Controller
(Principal Accounting Officer)
48