10-Q: Weis Markets Q3 Earnings Decline Amid Higher Costs, Strategic Buyback
Quarterly Report
Weis Markets reports a decrease in net income and earnings per share for Q3 and the first 39 weeks of 2025, despite sales growth, driven by increased operating expenses and a significant share repurchase.
Summary
- Net sales increased 4.4% to $1.238 billion for the 13 weeks ended September 27, 2025, and 2.9% to $3.649 billion for the 39 weeks.
- Comparable store sales (including fuel) increased 2.5% for the 13 weeks and 1.7% for the 39 weeks.
- Net income decreased 29.4% to $18.2 million for the 13 weeks and 13.3% to $65.2 million for the 39 weeks.
- Basic and diluted earnings per share (EPS) decreased 22.9% to $0.74 for the 13 weeks and 10.4% to $2.51 for the 39 weeks.
- Operating income decreased 24.3% to $22.4 million for the 13 weeks and 13.5% to $77.3 million for the 39 weeks.
- Operating, general and administrative (OG&A) expenses increased 7.9% for the 13 weeks and 4.9% for the 39 weeks, rising as a percentage of net sales.
- A significant related party share purchase of 2,153,846 shares for $140 million occurred on June 6, 2025, at a discount to market price.
- The company opened a new store in Charlotte Hall, Maryland in August 2025 and acquired the former Saylors Market store in Newville, Pennsylvania in Q1 2025.
- The One Big Beautiful Bill Act (OBBBA) is expected to decrease 2025 cash taxes with no material impact on the effective tax rate.
Sentiment
Score: 4
Explanation: While the company achieved sales growth and made strategic investments in new stores and acquisitions, profitability metrics (net income, EPS, operating income) significantly declined due to rising operating expenses and lower investment income. A large related-party share repurchase also consumed substantial cash, leading to a notable decrease in cash and cash equivalents. The overall financial performance for the period indicates challenges despite positive top-line growth and strategic initiatives.
Positives
- Net sales grew 4.4% to $1.238 billion for the 13 weeks and 2.9% to $3.649 billion for the 39 weeks ended September 27, 2025.
- Comparable store sales (including fuel) increased 2.5% for the 13 weeks and 1.7% for the 39 weeks.
- Two-year stacked comparable store sales show a stronger long-term trend, increasing 5.0% for the 13 weeks and 3.7% for the 39 weeks.
- The acquisition of the former Saylors Market store in Newville, Pennsylvania, expanded the company's footprint and contributed $12.6 million to sales in 2025.
- New store openings in Charlotte Hall, Maryland (August 2025) and Leonardtown, Maryland (October 2025) indicate continued strategic expansion.
- Cash flow from operating activities increased by $20.3 million to $120.6 million for the first 39 weeks of 2025.
- The One Big Beautiful Bill Act (OBBBA) is expected to decrease 2025 cash taxes, providing a cash flow benefit.
- The related party share repurchase was executed at a discount (12.3% to the closing price on June 5, 2025, and 8.4% to the 1-year volume weighted average price), potentially enhancing value for remaining shareholders.
Negatives
- Net income decreased 29.4% to $18.2 million for the 13 weeks and 13.3% to $65.2 million for the 39 weeks ended September 27, 2025.
- Basic and diluted earnings per share (EPS) decreased 22.9% to $0.74 for the 13 weeks and 10.4% to $2.51 for the 39 weeks.
- Operating income declined 24.3% to $22.4 million for the 13 weeks and 13.5% to $77.3 million for the 39 weeks.
- Operating, general and administrative (OG&A) expenses increased as a percentage of net sales, from 22.4% to 23.1% for the 13 weeks and from 22.5% to 23.0% for the 39 weeks, indicating rising cost pressures.
- Investment income (loss) and interest expense decreased significantly by 58.3% for the 13 weeks and 25.7% for the 39 weeks.
- Cash and cash equivalents decreased substantially from $190.3 million at December 28, 2024, to $54.7 million at September 27, 2025.
- A significant cash outflow of $140 million for the related party share purchase and $152.2 million for property and equipment purchases occurred for the 39 weeks.
- Subsequent to quarter-end, the company divested $7.2 million in equity securities and $24.4 million in corporate and municipal bonds to increase cash and cash equivalents liquidity.
Risks
- The company's operations are exposed to risk from global economic events, including tariffs and trade policies, which may lead to lower sales volume, increased material costs, declining profitability, operational supply-chain disruptions, and potential retaliatory actions.
- Operating in a highly competitive environment where some competitors possess greater financial resources, which could adversely affect the company's competitive position.
- Fluctuations caused by declining government benefits, pharmacy sales growth, and inflationary trends in the food retail industry.
- Inability to accurately measure the full impact of inflation or deflation on retail pricing due to changes in merchandise, customer buying patterns, and competitive factors.
- General economic conditions, business conditions and trends in the retail industry, the regulatory environment, rapidly changing technology (including cybersecurity and data privacy risks), and price pressures could cause actual results to differ materially from projections.
Future Outlook
The company anticipates overall product costs to increase due to recent inflationary indicators in the food retail industry. Management remains confident in its ability to generate long-term sales growth in a highly competitive environment. The company expects to continue paying regular cash dividends on a quarterly basis, subject to Board discretion. Funding for the long-term capital expenditure program, acquisitions, distribution facilities, stock repurchases, and cash dividends is expected to come from cash on hand, marketable securities, cash flows from operating activities, and the revolving credit agreement. The One Big Beautiful Bill Act (OBBBA) is projected to decrease 2025 cash taxes without materially impacting the effective tax rate.
Management Comments
- "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."
- "Management continues to invest in its long-term capital expenditure program including plans to complete multiple carryover projects from previous years that were delayed due to labor and supply chain disruptions."
- "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."
Industry Context
The U.S. Bureau of Labor Statistics reported a Seasonally Adjusted Food-at-Home Consumer Price Index increase of 0.8% for the 13 weeks and 1.9% for the 39 weeks ended September 27, 2025, indicating ongoing inflationary pressures in the food retail sector. The U.S. Department of Energy noted a decrease in average gasoline prices in the Central Atlantic States by 8.7% for the 13 weeks and 8.2% for the 39 weeks, which can influence consumer spending and fuel sales. The company operates in a highly competitive environment, acknowledging that some competitors possess greater financial resources. The acquisition of prescription files from Rite-Aid is consistent with broader industry trends of pharmacy consolidation and store closures.
Comparison to Industry Standards
- The filing references the U.S. Bureau of Labor Statistics' Seasonally Adjusted Food-at-Home Consumer Price Index, which increased 0.8% for the 13 weeks and 1.9% for the 39 weeks ended September 27, 2025, providing a general market inflation benchmark.
- The U.S. Department of Energy's average price of gasoline in the Central Atlantic States decreased 8.7% for the 13 weeks and 8.2% for the 39 weeks, offering context for fuel sales performance.
- The company acknowledges that some competitors have greater financial resources, implying a potential competitive disadvantage in certain areas, but no specific comparable companies or projects are detailed for direct assessment against industry standards.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Related Party Transaction Approval Process | The $140 million related party share purchase agreement was approved by the Board of Directors (excluding Jonathan H. Weis, Chairman, President, and CEO) after being negotiated and recommended by a special committee of disinterested, independent directors. Kroll, LLC (Duff & Phelps) provided a customary fairness opinion to the Special Committee. | June 6, 2025 | Demonstrates adherence to robust corporate governance practices for related-party transactions, ensuring independent oversight and fair valuation. |
Related Party Transactions
- On June 6, 2025, the company purchased 2,153,846 shares of its common stock for $140,000,000 (approximately $65.00 per share) from the trustees of The Patricia R. Weis Marital Trust and The Patricia G. Ross Weis Revocable Trust (the Sellers).
- The Sellers are affiliated with Jonathan H. Weis, the Chairman, President, and CEO, and other members of the Weis family.
- The purchase price represented a 12.3% discount to the closing price of the Common Stock as of June 5, 2025, a 15.6% discount to the 30-day volume weighted average trading price, a 12.8% discount to the 180-day volume weighted average trading price, and an 8.4% discount to the 1-year volume weighted average trading price.
- The Sellers used the proceeds principally to satisfy estate tax obligations of the estate of Patricia R. Weis.
- Following the sale, members of the Weis Family remain owners of approximately 61% of the outstanding Common Stock.
- The transaction was approved by the Board of Directors (excluding Jonathan H. Weis) after being negotiated and recommended by a special committee of disinterested, independent directors, with a fairness opinion provided by an independent financial advisor.
Stakeholder Impact
- **Shareholders:** The related party share repurchase reduced the outstanding share count by 8%, potentially increasing future earnings per share for remaining shareholders, but also significantly reduced the company's cash reserves. Dividends are expected to continue.
- **Employees:** Employee expenses, including wages and healthcare benefits, increased, indicating rising labor costs for the company and potentially higher compensation for employees.
- **Customers:** Benefit from continued investment in new stores, store remodels, and digital offerings like Weis 2 Go Online and home delivery services, enhancing convenience and product availability.
- **Creditors:** The company maintains a revolving credit facility and actively manages its investment portfolio for liquidity, indicating a stable approach to managing its financial obligations.
- **Regulatory Authorities:** The company is evaluating new FASB accounting standards and is impacted by the One Big Beautiful Bill Act, which will decrease 2025 cash taxes.
Next Steps
- Complete multiple carryover capital expenditure projects delayed from previous years due to labor and supply chain disruptions.
- Continue investing in the long-term capital expenditure program, including new superstores, expansions, remodels, site acquisitions, new technology purchases, and upgrades to distribution facilities and transportation fleet.
- Fund the acquisition of retail stores and construction of additional distribution facilities.
- Continue repurchasing common stock under the existing 2004 share repurchase plan, which has an authorized balance of 752,468 shares.
- Continue paying regular cash dividends on a quarterly basis, subject to Board of Directors' discretion.
- Evaluate the impact of ASU 2023-09 (Improvements to Income Tax Disclosures) on future disclosures, effective for annual periods beginning after December 15, 2024.
- Evaluate the impact of ASU 2024-03 (Disaggregation of Income Statement Expenses) on future disclosures, effective for annual reporting periods after December 15, 2026, and interim periods after December 15, 2027.
- Open a new store in Leonardtown, Maryland in October 2025.
Key Dates
| Date | Description |
|---|---|
| September 1, 2016 | Weis Markets entered into a revolving credit agreement with Wells Fargo Bank, N.A. |
| September 29, 2023 | The revolving credit agreement was last amended. |
| December 30, 2023 | Balance sheet date for prior year comparison in some financial statements. |
| September 28, 2024 | End of prior year's 13-week and 39-week reporting periods. |
| December 15, 2024 | Effective date for ASU 2023-09 (Income Tax Disclosures) for annual periods beginning after this date. |
| December 28, 2024 | Fiscal year-end for prior year. |
| January 19, 2025 | Effective date for 100% bonus depreciation on qualifying property under the One Big Beautiful Bill Act (OBBBA). |
| January 21, 2025 | Acquisition and opening of the former Saylors Market store in Newville, Pennsylvania. |
| June 5, 2025 | Closing price date used for calculating the discount of the related party share repurchase. |
| June 6, 2025 | Company purchased 2,153,846 shares of common stock for $140 million from related parties. |
| July 4, 2025 | The One Big Beautiful Bill Act (OBBBA) was signed into law. |
| August 2025 | New store opened in Charlotte Hall, Maryland. |
| September 27, 2025 | End of current 13-week and 39-week reporting periods. |
| October 2025 | New store opening in Leonardtown, Maryland. |
| November 6, 2025 | Date of filing and certification of the 10-Q report. |
| November 10, 2025 | Record date for the quarterly dividend of $0.34 per share. |
| November 24, 2025 | Payable date for the quarterly dividend of $0.34 per share. |
| December 15, 2026 | Effective date for ASU 2024-03 (Expense Disaggregation Disclosures) for annual reporting periods after this date. |
| December 15, 2027 | Effective date for ASU 2024-03 (Expense Disaggregation Disclosures) for interim periods with annual reporting periods beginning after this date. |
| October 1, 2027 | Maturity date of the revolving credit agreement. |
Recommendation
holdWhile Weis Markets demonstrates sales growth and strategic expansion through new store openings and acquisitions, the significant decline in profitability (net income, EPS, operating income) due to rising operating expenses and lower investment income is a concern. The large related-party share repurchase, while executed at a discount, substantially reduced cash reserves. The company's commitment to capital expenditures and dividends, alongside efforts to manage costs and leverage tax benefits, suggests a stable but currently challenged operational environment. Investors should hold to observe if the strategic investments and cost management efforts can reverse the negative profitability trend in future quarters and improve overall financial performance.
Keywords
Supermarket, Grocery retail, SEC 10-Q, Earnings report, Financial results, Retail expansion, Share repurchase, Operating expenses, Comparable store sales, Inflation, Tariffs, Supply chain, Pennsylvania, Maryland, Weis Markets
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