What changed in this filing

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Item 1. Financial Statements

2021-03-04 compared with 2020-12-03 · 101 added, 47 removed, 293 unchanged (34% of the section changed)

44 unchanged sentences

Authorized 20,000 shares;

issued 10,988 shares at October 24, 2020 and 10,985 shares at July 25, 2020

issued 10,985 shares at January 23, 2021 and July 25, 2020

69,324 68,072

1 unchanged sentence

Authorized 20,000 shares;

issued and outstanding 4,294 shares at October 24, 2020 and July 25, 2020

issued and outstanding 4,294 shares at January 23, 2021 and July 25, 2020

Retained earnings 287,634 286,241

1 unchanged sentence

Less treasury stock, Class A, at cost:

726 shares at October 24, 2020 and July 25, 2020

726 shares at January 23, 2021 and July 25, 2020

( 13,939 ) ( 13,939 )

6 unchanged sentences

(In thousands, except per share amounts) (Unaudited)

13 Weeks Ended

2020 October 26,

13 Weeks Ended 26 Weeks Ended

2021 January 25,

2020 January 23,

2021 January 25,

Sales $ 522,818 $ 437,422 $ 1,012,954 $ 844,824

21 unchanged sentences

(In thousands) (Unaudited)

13 Weeks Ended

2020 October 26,

13 Weeks Ended 26 Weeks Ended

2021 January 25,

2020 January 23,

2021 January 25,

Net income $ 4,555 $ 2,005 $ 7,916 $ 4,572

2 unchanged sentences

Amortization of pension actuarial loss, net of tax (2) 101 102 203 203

Pension settlement loss, net of tax (3) — 871 — 871

Pension remeasurement, net of tax (4) — ( 704 ) — ( 704 )

Comprehensive income $ 5,157 $ 2,274 $ 9,213 $ 4,942

(1) Amount is net of tax of $ 261 for the 13 weeks ended October 24, 2020.

(2) Amounts are net of tax of $ 46 and $ 44 for the 13 weeks ended October 24, 2020 and October 26, 2019, respectively.

(1) Amount is net of tax of $ 218 and $ 479 for the 13 and 26 weeks ended January 23, 2021, respectively.

(2) Amounts are net of tax of $ 45 and $ 44 for the 13 weeks January 23, 2021 and January 25, 2020, respectively, and $ 91 and $ 88 for the 26 weeks ended January 23, 2021 and January 25, 2020, respectively.

All amounts are reclassified from accumulated other comprehensive loss to operating and administrative expense.

(3) Amounts are net of tax of $ 375 for the 13 and 26 weeks ended January 25, 2020.

All amounts are reclassified from accumulated other comprehensive loss to operating and administrative expense.

(4) Amounts are net of tax of $ 303 for the 13 and 26 weeks ended January 25, 2020.

See notes to consolidated financial statements.

3 unchanged sentences

(In thousands) (Unaudited)

13 Weeks Ended October 24, 2020 and October 26, 2019

13 Weeks Ended January 23, 2021 and January 25, 2020

Common Stock Class B

6 unchanged sentences

Shares Issued Amount Shares Issued Amount Retained Earnings Shares Amount

Balance, July 25, 2020 10,985 $ 68,072 4,294 $ 697 $ 286,241 $ ( 8,751 ) 726 $ ( 13,939 ) $ 332,320

Balance, October 24, 2020 10,988 $ 68,695 4,294 $ 697 $ 286,344 $ ( 8,056 ) 726 $ ( 13,939 ) $ 333,741

Net income — — — — 4,555 — — — 4,555

4 unchanged sentences

Share-based compensation expense — 641 — — — — — — 641

Balance, January 23, 2021 10,985 $ 69,324 4,294 $ 697 $ 287,634 $ ( 7,454 ) 726 $ ( 13,939 ) $ 336,262

Balance, October 26, 2019 10,593 $ 65,947 4,294 $ 697 $ 273,614 $ ( 8,241 ) 503 $ ( 9,570 ) $ 322,447

Net income — — — — 2,005 — — — 2,005

Other comprehensive income, net of tax of $ 116

— — — — — 269 — — 269

Dividends — — — — ( 3,218 ) — — — ( 3,218 )

Exercise of stock options — — — — — — — — —

Treasury stock purchases — — — — — — 10 ( 229 ) ( 229 )

Restricted shares forfeited ( 7 ) ( 150 ) — — — — — — ( 150 )

Share-based compensation expense — 858 — — — — — — 858

Balance, January 25, 2020 10,586 $ 66,655 4,294 $ 697 $ 272,401 $ ( 7,972 ) 513 $ ( 9,799 ) $ 321,982

26 Weeks Ended January 23, 2021 and January 25, 2020

Common Stock Class B

Common Stock Accumulated

Comprehensive

Income (Loss)

Treasury Stock

Class A Total

Shareholders'

Shares Issued Amount Shares Issued Amount Retained Earnings Shares Amount

Balance, July 25, 2020 10,985 $ 68,072 4,294 $ 697 $ 286,241 $ ( 8,751 ) 726 $ ( 13,939 ) $ 332,320

3 unchanged sentences

Dividends — — — — ( 6,523 ) — — — ( 6,523 )

Restricted shares forfeited ( 8 ) ( 24 ) — — — — — — ( 24 )

Share-based compensation expense 8 1,276 — — — — — — 1,276

Balance, January 23, 2021 10,985 $ 69,324 4,294 $ 697 $ 287,634 $ ( 7,454 ) 726 $ ( 13,939 ) $ 336,262

Balance, July 27, 2019 10,593 $ 65,114 4,294 $ 697 $ 270,753 $ ( 8,342 ) 502 $ ( 9,550 ) $ 318,672

Net income — — — — 4,572 — — — 4,572

Other comprehensive income, net of tax of $ 160

— — — — — 370 — — 370

Dividends — — — — ( 6,438 ) — — — ( 6,438 )

Treasury stock purchases — — — — — — 11 ( 249 ) ( 249 )

2 unchanged sentences

Adjustment due to the adoption of ASU 2016-02, net of tax of $1,385 — — — — 3,514 — — — 3,514

— — — — 3,514 — — — 3,514

Balance, October 26, 2019 10,593 $ 65,947 4,294 $ 697 $ 273,614 $ ( 8,241 ) 503 $ ( 9,570 ) $ 322,447

Balance, January 25, 2020 10,586 $ 66,655 4,294 $ 697 $ 272,401 $ ( 7,972 ) 513 $ ( 9,799 ) $ 321,982

See notes to consolidated financial statements.

4 unchanged sentences

26 Weeks Ended

2020 October 26,

2021 January 25,

CASH FLOWS FROM OPERATING ACTIVITIES

3 unchanged sentences

Non-cash share-based compensation 1,252 1,541

Loss on pension settlements — 1,246

Deferred taxes ( 1,456 ) ( 291 )

8 unchanged sentences

Other assets and liabilities ( 2,370 ) ( 2,430 )

Net cash (used in) provided by operating activities ( 3,353 ) 3,375

Net cash provided by operating activities 24,911 27,761

CASH FLOWS FROM INVESTING ACTIVITIES

2 unchanged sentences

Investment in notes receivable from Wakefern ( 1,141 ) ( 1,546 )

Acquisition deposit in escrow — ( 6,860 )

Acquisition of Gourmet Garage, net of cash acquired — 64

Net cash used in investing activities ( 10,992 ) ( 46,463 )

7 unchanged sentences

Net cash used in financing activities ( 10,836 ) ( 7,023 )

NET DECREASE IN CASH AND CASH EQUIVALENTS ( 12,079 ) ( 23,180 )

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 3,083 ( 25,725 )

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 111,681 101,121

10 unchanged sentences

BASIS OF PRESENTATION and ACCOUNTING POLICIES

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal and recurring accruals) necessary to present fairly the consolidated financial position as of October 24, 2020 and the consolidated statements of operations, comprehensive income and cash flows for the 13 weeks ended October 24, 2020 and October 26, 2019 of Village Super Market, Inc.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal and recurring accruals) necessary to present fairly the consolidated financial position as of January 23, 2021 and the consolidated statements of operations, comprehensive income and cash flows for the 13 and 26 weeks ended January 23, 2021 and January 25, 2020 of Village Super Market, Inc.

(“Village” or the “Company”).

1 unchanged sentence

Annual Report on Form 10-K, which should be read in conjunction with these financial statements.

The results of operations for the period ended October 24, 2020 are not necessarily indicative of the results to be expected for the full year.

The results of operations for the periods ended January 23, 2021 are not necessarily indicative of the results to be expected for the full year.

Disaggregated Revenues

The following table presents the Company's sales by product categories during each of the periods indicated:

13 Weeks Ended

October 24, 2020 October 26, 2019

Amount % Amount %

13 Weeks Ended 26 Weeks Ended

January 23, 2021 January 25, 2020 January 23, 2021 January 25, 2020

Amount % Amount % Amount % Amount %

Center Store (1) $ 321,829 61.5 % $ 272,775 62.4 % $ 617,769 61.0 % $ 520,832 61.6 %

7 unchanged sentences

MERCHANDISE INVENTORIES

At both October 24, 2020 and July 25, 2020, approximately 63 % of merchandise inventories are valued by the LIFO method while the balance is valued by FIFO.

If the FIFO method had been used for the entire inventory, inventories would have been $ 15,101 higher than reported at both October 24, 2020 and July 25, 2020.

At both January 23, 2021 and July 25, 2020, approximately 63 % of merchandise inventories are valued by the LIFO method while the balance is valued by FIFO.

If the FIFO method had been used for the entire inventory, inventories would have been $ 15,101 higher than reported at both January 23, 2021 and July 25, 2020.

NET INCOME PER SHARE

9 unchanged sentences

The tables below reconcile the numerators and denominators of basic and diluted net income per share for all periods presented.

13 Weeks Ended

October 24, 2020

Class A Class B

13 Weeks Ended 26 Weeks Ended

January 23, 2021 January 23, 2021

Class A Class B Class A Class B

Net income allocated, basic $ 3,437 $ 974 $ 5,971 $ 1,692

4 unchanged sentences

Weighted average shares outstanding, diluted 14,144 4,294 14,144 4,294

13 Weeks Ended

October 26, 2019

Class A Class B

13 Weeks Ended 26 Weeks Ended

January 25, 2020 January 25, 2020

Class A Class B Class A Class B

Net income allocated, basic $ 1,521 $ 435 $ 3,461 $ 993

5 unchanged sentences

Weighted average shares outstanding, diluted 14,062 4,294 14,063 4,294

Outstanding stock options to purchase Class A shares of 154 and 241 were excluded from the calculation of diluted net income per share at October 24, 2020 and October 26, 2019, respectively, as a result of their anti-dilutive effect.

In addition, 416 and 323 non-vested restricted Class A shares, which are considered participating securities, and their allocated net income were excluded from the diluted net income per share calculation at October 24, 2020 and October 26, 2019, respectively, due to their anti-dilutive effect.

Outstanding stock options to purchase Class A shares of 156 and 157 were excluded from the calculation of diluted net income per share at January 23, 2021 and January 25, 2020, respectively, as a result of their anti-dilutive effect.

In addition, 413 and 316 non-vested restricted Class A shares, which are considered participating securities, and their allocated net income were excluded from the diluted net income per share calculation at January 23, 2021 and January 25, 2020, respectively, due to their anti-dilutive effect.

PENSION PLANS

Net periodic pension cost for the three defined benefit pension plans sponsored in fiscal 2021 and the four defined benefit pension plans sponsored in fiscal 2020 includes the following components:

13 Weeks Ended

2020 October 26,

13 Weeks Ended 26 Weeks Ended

2021 January 25,

2020 January 23,

2021 January 25,

Service cost $ 54 $ 50 $ 108 $ 101

1 unchanged sentence

Expected return on plan assets ( 483 ) ( 625 ) ( 966 ) ( 1,328 )

Loss on settlement — 1,246 — 1,246

Amortization of net losses 147 146 294 291

Net periodic pension cost $ 140 $ 1,383 $ 280 $ 1,441

As of October 24, 2020, the Company has no t made any contributions to its pension plans in fiscal 2021.

On December 23, 2019, the Company terminated the Village Super Market, Inc.

Retail Clerks Employees’ Retirement Plan.

All participants of the plan were former employees of a store previously closed in 1994.

An annuity contract totaling $ 1,302 was purchased with an insurance company for all participants who did not elect a lump sum distribution.

Additionally, lump sum distributions related to the termination totaled $ 451 .

The plan had sufficient assets to satisfy all termination transaction obligations, and no benefit obligation or plan assets related to the Village Super Market, Inc.

Retail Clerks Employees’ Retirement Plan remained as of the termination date.

As a result of this termination, the Company recognized a non-cash pre-tax settlement charge totaling $ 669 during the 13 weeks ended January 25, 2020.

This settlement charge represents the plan’s remaining unrecognized losses within accumulated other comprehensive loss as of the termination date.

Additionally, the Company recognized a settlement loss of $ 577 in the 13 weeks ended January 25, 2020 for a plan where benefits paid exceeded the sum of the service cost and interest cost components of net periodic pension cost.

Assumptions used in the related remeasurement include a discount rate of 3.00 % and long term expected rate of return on plan assets of 5.00 %.

As of January 23, 2021, the Company has no t made any contributions to its pension plans in fiscal 2021.

The Company expects contributions to its defined benefit pension plans to be immaterial in fiscal 2021.

1 unchanged sentence

A description of the Company’s transactions with Wakefern, its principal supplier, and with other related parties is included in the Company’s Annual Report on Form 10-K for the year ended July 25, 2020.

Included in cash and cash equivalents at October 24, 2020 and July 25, 2020 are $ 69,025 and $ 76,259 , respectively, of demand deposits invested at Wakefern at overnight money market rates.

There have been no other significant changes in the Company’s relationships or nature of transactions with related parties during the 13 weeks ended October 24, 2020.

Included in cash and cash equivalents at January 23, 2021 and July 25, 2020 are $ 82,042 and $ 76,259 , respectively, of demand deposits invested at Wakefern at overnight money market rates.

There have been no other significant changes in the Company’s relationships or nature of transactions with related parties during the 26 weeks ended January 23, 2021.

COMMITMENTS and CONTINGENCIES

19 unchanged sentences

Additionally, Village executed an interest rate swap for a notional amount equal to the term loan amount that fixes the base LIBOR rate at .41 % per annum through May 4, 2027, resulting in a fixed effective interest rate of 1.76 % on the term note.

• The ability to convert up to $ 50,000 of the revolving line of credit to a secured converted term loan, which shall reduce the maximum amount available for borrowing under the revolving line of credit.

• On September 1, 2020, Village converted $ 50,000 of its revolving line of credit to a secured converted term loan.

4 unchanged sentences

and its subsidiaries, including the sites of three Village stores.

The Credit Facility also provides for up to $ 25,000 of letters of credit ($ 7,336 outstanding at October 24, 2020), which secure obligations for store leases and construction performance guarantees to municipalities.

The Credit Facility also provides for up to $ 25,000 of letters of credit ($ 7,336 outstanding at January 23, 2021), which secure obligations for store leases and construction performance guarantees to municipalities.

The Credit Facility contains covenants that, among other conditions, require a minimum tangible net worth, a minimum fixed charge coverage ratio and a maximum adjusted debt to EBITDAR ratio.

The Company was in compliance with all covenants of the credit agreement at October 24, 2020.

The Company was in compliance with all covenants of the credit agreement at January 23, 2021.

New Markets Tax Credit Financing

15 unchanged sentences

The Company is required to be in compliance with various regulations and contractual provisions that apply to the New Markets Tax Credit arrangement.

Noncompliance

could result in Wells Fargo's projected tax benefits not being realized and, therefore, require the Company to indemnify Wells Fargo for any loss or recapture of NMTCs.

Noncompliance could result in Wells Fargo's projected tax benefits not being realized and, therefore, require the Company to indemnify Wells Fargo for any loss or recapture of NMTCs.

The Company does not anticipate any credit recapture will be required in connection with this financing arrangement.

15 unchanged sentences

Amounts reported in Accumulated other comprehensive loss related to derivatives will be reclassified to interest expense as interest payments are made on the variable-rate loans.

The Company reclassified $ 66 from Accumulated other comprehensive loss to Interest expense during the 13 weeks ended October 24, 2020.

The notional value of the interest rate swaps were $ 73,704 as of October 24, 2020.

The fair value of interest rate swaps recorded in other liabilities is $ 67 as of October 24, 2020.

The Company reclassified $ 82 and $ 148 during the 13 and 26 weeks ended January 23, 2021, respectively, from Accumulated other comprehensive loss to Interest expense.

The notional value of the interest rate swaps were $ 71,960 as of January 23, 2021.

The fair value of interest rate swaps recorded in other assets is $ 652 as of January 23, 2021.

BUSINESS ACQUISITION

4 unchanged sentences

The acquisition was effectuated pursuant to the Asset Purchase Agreement (the "APA"), entered into on January 20, 2020, revised on March 25, 2020 and approved by the United States Bankruptcy Court for the Southern District of New York through a Sale Order entered on April 20, 2020.

Village paid $ 73,622 for the Fairway assets, net of cash acquired, and assumed certain liabilities, consisting primarily of those arising from acquired leases.

Village paid $ 73,622 for the Fairway assets, net

of cash acquired, and assumed certain liabilities, consisting primarily of those arising from acquired leases.

Additionally, at the time of closing Village received a $ 2,035 credit arising from the breakup of Village’s initial “stalking horse” bid under the January 20, 2020 Asset Purchase Agreement.

12 unchanged sentences

Transaction costs were expensed as incurred.

The allocation

of the purchase price consideration to the assets acquired and the liabilities assumed will be completed upon the finalization of working capital adjustments.

The allocation of the purchase price consideration to the assets acquired and the liabilities assumed will be completed upon the finalization of working capital adjustments.

SUBSEQUENT EVENTS

On February 22, 2021, Village closed the ShopRite store located in Silver Spring, Maryland.

Despite continued investment in marketing and promotional programs, the store was unable to generate sales at a level sufficient to maintain profitability, resulting in its closure.

The impacts associated with this closure will not be material to the consolidated financial statements.

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-Q

Item 1. Financial Statements