Form 8-K - Current report

0000105418false00001054182023-09-292023-09-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

​

FORM 8-K

​

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

​

Date of Report (Date of earliest event reported): September 29, 2023

WEIS MARKETS, INC.

(Exact name of registrant as specified in its charter)

​

Pennsylvania

(State or other jurisdiction of incorporation)

​

1-5039	​	24-0755415
(Commission File Number)	​	(IRS Employer Identification No.)
​	​	​
1000 South Second Street	​	​
Sunbury, PA	​	17801
(Address of principal executive offices)	​	(Zip Code)

​

Registrant's telephone number, including area code: [phone]

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

​

​	​
☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

​

Securities registered pursuant to Section 12(b) of the act:

​	​	​
Title of each class	Trading symbol	Name of exchange on which registered
Common stock, no par value	WMK	New York Stock Exchange

​

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

​

​

Item 1.01 Entry into a Material Definitive Agreement.

On September 29, 2023 (the "Closing Date"), Weis Markets, Inc.; Dutch Valley Food Company, LLC; Weis Transportation, LLC and WMK Financing, Inc. (collectively, the "Company") entered into an Amendment to Revolving Credit Agreement (the "Amended Credit Agreement"), which amends the Revolving Credit Agreement (the “Credit Agreement”) dated September 1, 2016 and previously amended on August 21, 2019 and September 29, 2021 with Wells Fargo Bank, National Association (the "Lender"). The Amended Credit Agreement provides for an unsecured revolving credit facility with an aggregate principal amount not to exceed Thirty Million Dollars ($30,000,000.00), with an additional discretionary availability of Seventy Million Dollars ($70,000,000.00) (the "Commitment").

Maturity: The Amended Credit Agreement is scheduled to mature, and the commitments thereunder will terminate, on October 1, 2027, or earlier pursuant to the terms of the Amended Credit Agreement.

Payments of Principal: No payments of outstanding principal are due until the Maturity Date of the Amended Credit Agreement.

Letters of Credit: The Amended Credit Agreement can be utilized by the Company for standby Letters of Credit provided, however, (A) the aggregate amount of outstanding letter of credit liabilities cannot at any time exceed Thirty Million Dollars ($30,000,000.00) and (B) the sum of any amount of any outstanding loans under the Line of Credit and outstanding letter of credit liabilities cannot at any time exceed the Commitment. Upon termination of the Commitment, any Letter of Credit then outstanding which has been fully cash collateralized to the reasonable satisfaction of Lender will no longer be considered a "Letter of Credit" as defined in the Amended Credit Agreement but the Letter of Credit fees payable will continue to accrue to the Lender with respect to such Letter of Credit until the expiry thereof.

Interest Rate and Fees: The outstanding principal balance of the Loans shall bear interest (computed on the basis of a 360-day year, actual days elapsed) at a fluctuation rate per annum determined by the Lender to be one percent (1.00%) above Daily Simple SOFR in effect from time to time. If the Daily Simple SOFR cannot be determined or becomes unlawful, the Loans shall bear interest to be equal to the Prime Rate in effect from time to time.

During the existence of any event of default, Lender shall have the option in its sole and absolute discretion to have the outstanding principal balance of the Loans bear interest at an increased rate per annum (computed on the basis of a 360-day year, actual days elapsed) equal to two percent (2%) above the rate of interest from time to time.

The Company will pay to the Lender quarterly in arrears on each Quarterly Payment Date, at any time there shall be a reduction in the amount of the Commitment and on the Maturity Date, a non-refundable unused fee (the "Unused Fee") (calculated on the basis of a 365 day year and the actual days elapsed) equal to the product of the Unused Fee Rate of one quarter of one percent (0.25%) times the average daily unborrowed portion of the amount of the Commitment during the period ended on the Quarterly Payment Date, Commitment reduction date or Maturity Date.

The Company will pay to the Lender a fee in arrears on the first Quarterly Payment Date occurring after the date of the issuance of the first Letter of Credit and on each Quarterly Payment Date thereafter until the date of expiration or termination of all Letters of Credit, calculated by reference to the product of the actual daily undrawn face amount of all issued Letters of Credit multiplied by a rate per annum equal to one-half of one percent (0.50%) on the basis of a year of 360 days and the actual number of days elapsed (including the first day but excluding the last day). The Company will also pay to the Lender all customary issuance and other fees for issuing and processing letters of credit and for amendments to and processing of the Letters of Credit.

Voluntary Reductions and Prepayments: Subject to certain conditions and restrictions, the Amended Credit Agreement allows the Company to voluntarily reduce the amount of the revolving Commitment and to prepay Loans.

Mandatory Prepayments: If at any time the Company's outstanding principal balance under the Amended Credit Agreement exceeds the Commitment, the Company will be required to prepay and reduce, the outstanding principal balance by the amount of such excess.

Covenants: The Amended Credit Agreement contains affirmative and negative covenants that, among other things, limit or restrict the Company's ability to: incur debt; create liens; make investments and acquisitions; engage in certain transactions with affiliates; consolidate or merge; sell, lease, abandon, or otherwise transfer or dispose of assets; enter into a management agreement or undergo a change in control; violate environmental laws; and change the nature of the Company's business.

In addition, the Company is required to maintain minimum EBITDA of not less than One Hundred and Seventy-Five Million Dollars ($175,000,000.00). EBITDA is defined as net income of the Company, on a consolidated basis, plus (to the extent otherwise deducted therefrom) interest expense, income tax expense, depreciation and amortization minus only gains or losses from asset sales not in the ordinary course of business, non-cash nonrecurring gain plus any non-cash non-recurring charges to the extent included in determining net income. EBITDA is tested on the last day of each fiscal quarter on a trailing twelve (12) month basis.

Events of Default: The Amended Credit Agreement contains customary events of default such as for non-payment of obligations under the Amended Credit Agreement, violation of affirmative and negative covenants, material inaccuracy of representations, cross defaults under other material debt, bankruptcy, ERISA and judgment defaults, invalidity of the credit documents (or the Company's assertion of any such validity) and Change of Control.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit.

10.1 Third Amendment to Revolving Credit Agreement dated and effective September 29, 2023 between Weis Markets, Inc.; Dutch Valley Food Company, LLC.; Weis Transportation, LLC. and WMK Financing, Inc. as Co-Borrowers and Wells Fargo Bank, National Association, as Lender.

​

SIGNATURES

​

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

​

​	​	​
​	​	WEIS MARKETS, INC.
​	​	​
​	​	​
​	​	By: /S/Michael T. Lockard
​	​	Name: Michael T. Lockard
​	​	Title: Senior Vice President, Chief Financial Officer and Treasurer
​	​	(Principal Financial Officer)
​	​
Dated: October 2, 2023	​	​

​

​

​

​

THIS THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT AMENDS THE REVOLVING CREDIT AGREEMENT DATED AS OF SEPTEMBER 1, 2016.

​

THIRD AMENDMENT TO

REVOLVING CREDIT AGREEMENT

​

THIS THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT (the “Third Amendment”), dated and effective as of this 29^th day of September, 2023, by and among WEIS MARKETS, INC., a Pennsylvania corporation, DUTCH VALLEY FOOD COMPANY, LLC, a Pennsylvania limited liability company, WEIS TRANSPORTATION, LLC, a Pennsylvania limited liability company, and WMK FINANCING, INC., a Delaware corporation (the “Borrowers” and each a “Borrower”) and WELLS FARGO BANK, N.A., a national banking association (the “Lender”).

BACKGROUND

A.The Borrowers and the Lender entered into that certain Revolving Credit Agreement dated as of September 1, 2016 (as previously modified by that certain First Amendment to Revolving Credit Agreement dated effective August 21, 2019 (the “First Amendment”) and that certain Second Amendment to Revolving Credit Agreement dated effective September 29, 2021 (the “Second Amendment”) (hereinafter, as so modified, the “Agreement”). Unless expressly provided otherwise in this Third Amendment, capitalized terms used in this Third Amendment shall have the meanings given to them in the Agreement.

The parties desire to amend the Agreement, as set forth herein, so as to (i) extend the Maturity Date, (ii) amend the applicable rate of interest, (iii) amend certain covenants and (iv) amend certain other provisions of the Agreement.

NOW, THEREFORE, in consideration of the premises and the covenants herein contained and intending to be legally bound hereby, the parties hereto agree as follows:

1.Background. The foregoing Background paragraphs are incorporated herein by reference hereto and the accuracy of the same are hereby acknowledged. The Agreement and all terms thereof are incorporated herein by reference hereto.

2.The definition of “Maturity Date” set forth in Section 1.1 of the Agreement is hereby amended and restated in its entirety as follows:

Maturity Date:  October 1, 2027, or such earlier date as the Commitment shall terminate pursuant to the terms hereof.

3.Interest Rate. The Agreement is hereby amended to amend the following provisions relating to the interest rate:

---

Section 2.3 of the Agreement, entitled “Interest,” is hereby amended and restated to amend and restate the first sentence of Section 2.3(a) so has to henceforth read as follows:

The outstanding principal balance of the Loans shall bear interest (computed on the basis of a 360-day year, actual days elapsed) at a fluctuation rate per annum determined by Lender to be one percent (1.00%) above Daily Simple SOFR in effect from time to time.

4.Letter of Credit Sublimit. The amount of the “Letter of Credit Sublimit,” as set forth in Subsection 2.2.2(c)(i) of the Agreement, is hereby increased from Eighteen Million Dollars ($18,000,000.00) to Thirty Million Dollars ($30,000,000.00).

5.Unused Fee. The definition of “Unused Fee Rate” set forth in Section 1.1 of the Agreement is hereby amended and restated in its entirety as follows:

Unused Fee Rate: shall mean one quarter of one percent (0.25%).

6.Amendments to Financial Covenants. Article 6 of the Agreement, entitled “Financial Covenants,” is amended so as to amend and restate in full Section 6.1 thereof as follows:

6.1 Minimum EBITDA. The Borrowers, on a Consolidated basis, shall maintain, at all times, minimum EBITDA of not less than One Hundred Seventy-Five Million Dollars ($175,000,000.00). This covenant shall be tested on the last day of each fiscal quarter of the Borrowers on a trailing twelve (12) month basis based upon the reports required in Section 5.1.4 above.

7.Deliveries. The agreement of the Lender to modify the terms of the Agreement is and shall be subject to the delivery to the Lender of all of the following (which are hereby included within the meaning of the term “Loan Documents” as defined in the Agreement):

(a)This Third Amendment executed by all necessary parties;

An updated Secretary’s Certificate in the form of Exhibit C to the Agreement and complying with the terms of Section 3.1.1 of the Agreement; and

(b)Such other documentation, resolutions and confirmations as the Lender may reasonably require.

8.Additional Representations. As an inducement to the Lender to execute this Third Amendment, the Borrowers make the following representations and warranties and acknowledge the Lender’s justifiable reliance thereon:

(a)No Event of Default has occurred under the Agreement, and/or First Amendment, Second Amendment and/or any of the Loan Documents;

(b)All representations and warranties previously made by the Borrower pursuant to Article 4 of the Agreement, the First Amendment, Second Amendment or in any of the Loan Documents, remain true, accurate and complete and are fully applicable to this Third Amendment; and

---

(c)The Agreement, as previously amended by the First Amendment and Second Amendment and as modified herein, is a valid and binding obligation of the Borrowers and is fully enforceable in accordance with all of its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium, or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.

9.Prior Representations. All of the terms, provisions, conditions, covenants, warranties, representations and agreements set forth in the Agreement except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects as of such earlier date and except as and to the extent modified by this Third Amendment, shall remain in full force and effect. The Lender and the Borrowers ratify and confirm each to the other all of the provisions of the Agreement and Loan Documents, as amended by the First Amendment, Second Amendment, this Third Amendment and any Loan Documents to be executed in connection herewith.

10.No Additional Commitments. Nothing contained in this Third Amendment shall be deemed to be an offer, commitment, covenant and/or agreement by the Lender to renew, restate, amend, extend or otherwise modify the terms of the Agreement, except as is expressly stated in this Third Amendment; and no such offer, commitment, covenant and/or agreement exists unless same is expressly stated in this Third Amendment.

11.Costs and Expenses. Borrowers agree to pay all of Lender’s legal fees and expenses in connection with the review, preparation, negotiation, documentation and closing of this Third Amendment. Nothing contained in this Third Amendment shall limit in any manner whatsoever Lender’s right to reimbursement of costs and expenses under any of the Loan Documents.

12.No Novation. Nothing contained herein and no actions taken pursuant to the terms hereof are intended to constitute a novation of the Agreement or any of the Loan Documents and shall not constitute a release, termination or waiver of any of the liens and security interests (if any), rights or remedies granted to the Lender in the Loan Documents.

13.No Waiver. Except as may be otherwise expressly provided herein, nothing herein contained and no actions taken by Lender in connection herewith shall constitute nor shall they be deemed to be a waiver, release or amendment of or to any rights, remedies, or privileges afforded to the Lender under the Loan Documents or under the UCC. Nothing herein shall constitute a waiver by the Lender of the Borrowers’ compliance with the terms of the Loan Documents, nor shall anything contained herein constitute an agreement by the Lender to enter into any further amendments with Borrowers.

14.Inconsistencies. To the extent of any inconsistency between the terms and conditions of this Third Amendment and the terms and conditions of the Agreement (as amended) and the Loan Documents, the terms and conditions of this Third Amendment shall prevail. All terms and conditions of the Agreement and Loan Documents, as previously amended, not inconsistent herewith shall remain in full force and effect.

---

15.Binding Effect. This Third Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

16.Governing Law; Multiple Counterparts. This Third Amendment shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania. This Third Amendment may be executed in multiple counterparts.

17.Successors and Assigns. This Third Amendment and all rights and powers granted hereby will bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

18.No Third Party Beneficiaries. The rights and benefits of this Third Amendment and the Loan Documents shall not inure to the benefit of any third party.

19.Headings. The headings of the sections of this Third Amendment are inserted for convenience only and shall not be deemed to constitute a part of this Third Amendment.

20.Joint and Several Liability. The Borrowers acknowledge and reaffirm the terms of Section 10.19 of the Agreement.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

​

​

[TWO SIGNATURE PAGES FOLLOW]

​

---

​

IN WITNESS WHEREOF, the Borrowers and the Lender have caused this Third Amendment to Revolving Credit Agreement to be duly executed and delivered as of the day and year first above written.

WEIS MARKETS, INC.,

a Pennsylvania corporation

​

By:/S/Michael T. Lockard​ ​​ ​​ ​

Name: Michael T. Lockard

Title: Senior Vice President, Treasurer, and Chief Financial Officer

​

DUTCH VALLEY FOOD COMPANY, LLC,

a Pennsylvania limited liability company

​

By:/S/Michael T. Lockard​ ​​ ​​ ​

Name: Michael T. Lockard

Title: Senior Vice President, Treasurer and Assistant Secretary

​

WEIS TRANSPORTATION, LLC,

a Pennsylvania limited liability company

​

By:/S/Michael T. Lockard​ ​​ ​​ ​

Name: Michael T. Lockard

Title: Senior Vice President, Treasurer and Assistant Secretary

​

WMK FINANCING, INC.,

A Delaware corporation

​

By:/S/Pamela Gregorski______​ ​​ ​​ ​

Name: Pamela Gregorski

Title: President, Treasurer and Secretary

​

​

​

​

[SIGNATURE PAGE ONE OF TWO TO THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT]

​

---

WELLS FARGO BANK, N.A.

By:/S/Michael J. Gigler​ ​​ ​​ ​

Name: Michael J. Gigler

Title: SVP and Director

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

[SIGNATURE PAGE TWO OF TWO TO THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT]

---

Document and Entity Information	Sep. 29, 2023
Cover [Abstract]
Entity Central Index Key	0000105418
Document Type	8-K
Document Period End Date	Sep. 29, 2023
Entity File Number	1-5039
Entity Registrant Name	WEIS MARKETS, INC.
Entity Incorporation, State or Country Code	PA
Entity Tax Identification Number	24-0755415
Entity Address, Address Line One	1000 South Second Street
Entity Address, City or Town	Sunbury
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	17801
City Area Code	570
Local Phone Number	286-4571
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, no par value
Trading Symbol	WMK
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false

---