What changed in this filing

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Item 1. Financial Statements

2021-06-03 compared with 2021-03-04 · 45 added, 51 removed, 343 unchanged (22% of the section changed)

28 unchanged sentences

Accrued wages and benefits 23,147 23,649

Income taxes payable 112 —

Total current liabilities 152,689 162,798

13 unchanged sentences

Authorized 20,000 shares;

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

issued 10,985 shares at April 24, 2021 and July 25, 2020

69,964 68,072

1 unchanged sentence

Authorized 20,000 shares;

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

issued and outstanding 4,294 shares at April 24, 2021 and July 25, 2020

Retained earnings 286,946 286,241

1 unchanged sentence

Less treasury stock, Class A, at cost:

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

726 shares at April 24, 2021 and July 25, 2020

( 13,939 ) ( 13,939 )

7 unchanged sentences

13 Weeks Ended 39 Weeks Ended

2021 January 25,

2020 January 23,

2021 January 25,

2021 April 25,

2020 April 24,

2021 April 25,

Sales $ 481,093 $ 458,292 $ 1,494,047 $ 1,303,116

22 unchanged sentences

13 Weeks Ended 39 Weeks Ended

2021 January 25,

2020 January 23,

2021 January 25,

2021 April 25,

2020 April 24,

2021 April 25,

Net income $ 2,574 $ 11,152 $ 10,490 $ 15,724

5 unchanged sentences

Comprehensive income $ 3,628 $ 11,658 $ 12,841 $ 16,600

(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.

(1) Amount is net of tax of $ 417 and $ 896 for the 13 and 39 weeks ended April 24, 2021, respectively.

(2) Amounts are net of tax of $ 46 and $ 44 for the 13 weeks April 24, 2021 and April 25, 2020, respectively, and $ 137 and $ 132 for the 39 weeks ended April 24, 2021 and April 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.

(3) Amounts are net of tax of $ 33 and $ 408 for the 13 and 39 weeks ended April 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.

(4) Amounts are net of tax of $ 139 and $ 164 for the 13 and 39 weeks ended April 25, 2020.

See notes to consolidated financial statements.

3 unchanged sentences

(In thousands) (Unaudited)

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

13 Weeks Ended April 24, 2021 and April 25, 2020

Common Stock Class B

6 unchanged sentences

Shares Issued Amount Shares Issued Amount Retained Earnings Shares Amount

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

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

Net income — — — — 2,574 — — — 2,574

2 unchanged sentences

Dividends — — — — ( 3,262 ) — — — ( 3,262 )

Restricted shares forfeited ( 3 ) ( 12 ) — — — — — — ( 12 )

Share-based compensation expense — 640 — — — — — — 640

Balance, April 24, 2021 10,985 $ 69,964 4,294 $ 697 $ 286,946 $ ( 6,400 ) 726 $ ( 13,939 ) $ 337,268

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

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

Net income — — — — 11,152 — — — 11,152

2 unchanged sentences

Dividends — — — — ( 3,259 ) — — — ( 3,259 )

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

Treasury stock purchases — — — — — — 213 ( 4,140 ) ( 4,140 )

1 unchanged sentence

Share-based compensation expense 385 786 — — — — — — 786

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

Balance, April 25, 2020 10,970 $ 67,422 4,294 $ 697 $ 280,294 $ ( 7,466 ) 726 $ ( 13,939 ) $ 327,008

39 Weeks Ended April 24, 2021 and April 25, 2020

Common Stock Class B

13 unchanged sentences

Share-based compensation expense 8 1,916 — — — — — — 1,916

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

Balance, April 24, 2021 10,985 $ 69,964 4,294 $ 697 $ 286,946 $ ( 6,400 ) 726 $ ( 13,939 ) $ 337,268

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

7 unchanged sentences

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

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

— — — — 3,514 — — — 3,514

Balance, April 25, 2020 10,970 $ 67,422 4,294 $ 697 $ 280,294 $ ( 7,466 ) 726 $ ( 13,939 ) $ 327,008

See notes to consolidated financial statements.

4 unchanged sentences

39 Weeks Ended

2021 January 25,

2021 April 25,

CASH FLOWS FROM OPERATING ACTIVITIES

5 unchanged sentences

Deferred taxes ( 1,539 ) 983

Provision to value inventories at LIFO — 400

Gain on sale of property, equipment and fixtures ( 1,031 ) ( 1,252 )

36 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 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.

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 April 24, 2021 and the consolidated statements of operations, comprehensive income and cash flows for the 13 and 39 weeks ended April 24, 2021 and April 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 periods ended January 23, 2021 are not necessarily indicative of the results to be expected for the full year.

The results of operations for the periods ended April 24, 2021 are not necessarily indicative of the results to be expected for the full year.

Disaggregated Revenues

1 unchanged sentence

13 Weeks Ended 39 Weeks Ended

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

April 24, 2021 April 25, 2020 April 24, 2021 April 25, 2020

Amount % Amount % Amount % Amount %

8 unchanged sentences

MERCHANDISE INVENTORIES

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.

At both April 24, 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 April 24, 2021 and July 25, 2020.

NET INCOME PER SHARE

10 unchanged sentences

13 Weeks Ended 39 Weeks Ended

January 23, 2021 January 23, 2021

April 24, 2021 April 24, 2021

Class A Class B Class A Class B

6 unchanged sentences

13 Weeks Ended 39 Weeks Ended

January 25, 2020 January 25, 2020

April 25, 2020 April 25, 2020

Class A Class B Class A Class B

1 unchanged sentence

Conversion of Class B to Class A shares 2,398 — 3,390 —

Effect of share-based compensation on allocated net income ( 3 ) ( 1 ) ( 5 ) ( 2 )

Net income allocated, diluted $ 10,829 $ 2,398 $ 15,282 $ 3,390

2 unchanged sentences

Weighted average shares outstanding, diluted 14,083 4,294 14,069 4,294

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.

Outstanding stock options to purchase Class A shares of 156 and 159 were excluded from the calculation of diluted net income per share at April 24, 2021 and April 25, 2020, respectively, as a result of their anti-dilutive effect.

In addition, 398 and 397 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 April 24, 2021 and April 25, 2020, respectively, due to their anti-dilutive effect.

PENSION PLANS

1 unchanged sentence

13 Weeks Ended 39 Weeks Ended

2021 January 25,

2020 January 23,

2021 January 25,

2021 April 25,

2020 April 24,

2021 April 25,

Service cost $ 54 $ 51 $ 162 $ 152

13 unchanged sentences

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.

Additionally, the Company recognized a settlement loss of $ 116 and $ 693 in the 13 and 39 weeks ended April 25, 2020, respectively, 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 2.85 % 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.

As of April 24, 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 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.

Included in cash and cash equivalents at April 24, 2021 and July 25, 2020 are $ 82,651 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 39 weeks ended April 24, 2021.

COMMITMENTS and CONTINGENCIES

25 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 January 23, 2021), 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 April 24, 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 January 23, 2021.

The Company was in compliance with all covenants of the credit agreement at April 24, 2021.

New Markets Tax Credit Financing

33 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 $ 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.

The Company reclassified $ 86 and $ 234 during the 13 and 39 weeks ended April 24, 2021, respectively, from Accumulated other comprehensive loss to Interest expense.

The notional value of the interest rate swaps were $ 70,216 as of April 24, 2021.

The fair value of interest rate swaps recorded in other assets is $ 2,022 as of April 24, 2021.

BUSINESS ACQUISITION

20 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.

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.

The final allocation of the purchase price consideration to the assets acquired and the liabilities assumed has been completed.

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