What changed in this filing

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Item 1. Financial Statements

2021-12-08 compared with 2021-06-03 · 51 added, 124 removed, 264 unchanged (40% of the section changed)

9 unchanged sentences

Patronage dividend receivable 16,501 11,860

Notes receivable from Wakefern 27,635 —

Income taxes receivable 5,286 5,111

17 unchanged sentences

Accrued wages and benefits 23,272 25,036

Income taxes payable 566 1,601

Total current liabilities 154,057 152,293

13 unchanged sentences

Authorized 20,000 shares;

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

issued 10,987 shares at October 30, 2021 and 10,978 shares at July 31, 2021

71,238 70,594

1 unchanged sentence

Authorized 20,000 shares;

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

issued and outstanding 4,294 shares at October 30, 2021 and July 31, 2021

Retained earnings 297,249 293,185

1 unchanged sentence

Less treasury stock, Class A, at cost:

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

730 shares at October 30, 2021 and 726 shares at July 31, 2021

( 14,028 ) ( 13,939 )

6 unchanged sentences

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

13 Weeks Ended 39 Weeks Ended

2021 April 25,

2020 April 24,

2021 April 25,

13 Weeks Ended

2021 October 24,

Sales $ 494,211 $ 490,136

21 unchanged sentences

(In thousands) (Unaudited)

13 Weeks Ended 39 Weeks Ended

2021 April 25,

2020 April 24,

2021 April 25,

13 Weeks Ended

2021 October 24,

Net income $ 7,328 $ 3,360

2 unchanged sentences

Amortization of pension actuarial loss, net of tax (2) 88 101

Pension settlement loss, net of tax (3) — 83 — 954

Pension remeasurement, net of tax (4) — 323 — ( 381 )

Comprehensive income $ 8,207 $ 4,055

(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 $ 33 and $ 408 for the 13 and 39 weeks ended April 25, 2020.

(1) Amount is net of tax of $ 339 and $ 261 for the 13 weeks ended October 30, 2021 and October 24, 2020, respectively.

(2) Amounts are net of tax of $ 38 and $ 46 for the 13 weeks October 30, 2021 and October 24, 2020, respectively.

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

(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 April 24, 2021 and April 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, 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

Other comprehensive income, net of tax of $ 463

— — — — — 1,054 — — 1,054

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

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

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

Other comprehensive income, net of tax of $ 216

— — — — — 506 — — 506

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

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

Restricted shares forfeited ( 1 ) ( 19 ) — — — — — — ( 19 )

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

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

13 Weeks Ended October 30, 2021 and October 24, 2020

Common Stock Class B

11 unchanged sentences

Dividends — — — — ( 3,264 ) — — — ( 3,264 )

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

Treasury stock purchases — — — — — — 4 ( 89 ) ( 89 )

Share-based compensation expense 9 644 — — — — — — 644

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

Balance, October 30, 2021 10,987 $ 71,238 4,294 $ 697 $ 297,249 $ ( 8,185 ) 730 $ ( 14,028 ) $ 346,971

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

3 unchanged sentences

Dividends — — — — ( 3,257 ) — — — ( 3,257 )

Treasury stock purchases — — — — — — 224 ( 4,389 ) ( 4,389 )

Restricted shares forfeited ( 5 ) ( 12 ) — — — — — — ( 12 )

Share-based compensation expense 8 635 — — — — — — 635

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

— — — — 3,514 — — — 3,514

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

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

See notes to consolidated financial statements.

4 unchanged sentences

13 Weeks Ended

2021 April 25,

2021 October 24,

CASH FLOWS FROM OPERATING ACTIVITIES

3 unchanged sentences

Non-cash share-based compensation 644 623

Loss on pension settlements — 1,362

Deferred taxes ( 600 ) ( 836 )

9 unchanged sentences

Other assets and liabilities ( 1,007 ) ( 376 )

Net cash provided by operating activities 32,995 59,404

Net cash provided by (used in) operating activities 7,887 ( 3,353 )

CASH FLOWS FROM INVESTING ACTIVITIES

2 unchanged sentences

Investment in notes receivable from Wakefern ( 592 ) ( 567 )

Acquisition deposit in escrow — ( 7,600 )

Acquisition of Gourmet Garage, net of cash acquired — 64

Net cash used in investing activities ( 13,762 ) ( 3,803 )

5 unchanged sentences

Dividends ( 3,264 ) ( 3,257 )

Treasury stock purchases — ( 4,389 )

Treasury stock purchases, including shares surrendered for withholding taxes ( 89 ) —

Net cash used in financing activities ( 5,352 ) ( 4,923 )

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 996 ( 11,519 )

NET DECREASE IN CASH AND CASH EQUIVALENTS ( 11,227 ) ( 12,079 )

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 116,314 111,681

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 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.

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 30, 2021 and the consolidated statements of operations, comprehensive income and cash flows for the 13 weeks ended October 30, 2021 and October 24, 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 April 24, 2021 are not necessarily indicative of the results to be expected for the full year.

The results of operations for the periods ended October 30, 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 39 Weeks Ended

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

Amount % Amount % Amount % Amount %

13 Weeks Ended

October 30, 2021 October 24, 2020

Amount % Amount %

Center Store (1) $ 295,974 59.9 % $ 295,940 60.4 %

5 unchanged sentences

(2) Consists primarily of produce, meat, deli, seafood, bakery, prepared foods and floral.

(3) Consists primarily of sales related to other income streams, including ShopRite from Home service fees, gift card and lottery commissions and wholesale sales.

(3) Consists primarily of sales related to other income streams, including service fees related to digital sales, gift card and lottery commissions and wholesale sales.

MERCHANDISE INVENTORIES

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.

At both October 30, 2021 and July 31, 2021, approximately 62 % 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 $ 15,571 and $ 15,321 higher than reported at October 30, 2021 and July 31, 2021, respectively.

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 39 Weeks Ended

April 24, 2021 April 24, 2021

Class A Class B Class A Class B

13 Weeks Ended

October 30, 2021

Class A Class B

Net income allocated, basic $ 5,538 $ 1,566

4 unchanged sentences

Weighted average shares outstanding, diluted 14,158 4,294

13 Weeks Ended 39 Weeks Ended

April 25, 2020 April 25, 2020

Class A Class B Class A Class B

13 Weeks Ended

October 24, 2020

Class A Class B

Net income allocated, basic $ 2,526 $ 716

4 unchanged sentences

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

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.

Outstanding stock options to purchase Class A shares of 102 and 154 were excluded from the calculation of diluted net income per share at October 30, 2021 and October 24, 2020, respectively, as a result of their anti-dilutive effect.

In addition, 388 and 416 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 30, 2021 and October 24, 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 39 Weeks Ended

2021 April 25,

2020 April 24,

2021 April 25,

Net periodic pension cost for the three defined benefit pension plans sponsored in fiscal 2022 and 2021 includes the following components:

13 Weeks Ended

2021 October 24,

Service cost $ 47 $ 54

1 unchanged sentence

Expected return on plan assets ( 409 ) ( 483 )

Loss on settlement — 116 — 1,362

Amortization of net losses 126 147

Net periodic pension cost $ 184 $ 140

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 $ 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 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.

As of October 30, 2021, the Company has no t made any contributions to its pension plans in fiscal 2022.

The Company expects to terminate one of the plans during fiscal 2022.

The Company will fully fund this plan and liquidate all plan assets to purchase annuity contracts from an insurance company for all participants who do not elect a lump sum distribution.

As of July 31, 2021, the funded status of this plan was a net liability of $ 3,844 .

Contributions to the remaining plans are expected to be immaterial in fiscal 2022.

RELATED PARTY INFORMATION

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 31, 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.

Included in cash and cash equivalents at October 30, 2021 and July 31, 2021 are $ 75,850 and $ 86,670 , 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 30, 2021.

COMMITMENTS and CONTINGENCIES

3 unchanged sentences

2021 July 31,

Unsecured revolving line of credit $ — $ 50,000

Secured term loan $ 46,199 $ 47,025

6 unchanged sentences

On May 6, 2020, Village entered into a credit agreement (the “Credit Facility”) with Wells Fargo National Bank, National Association (“Wells Fargo”) that supersedes in its entirety the prior credit agreement with Wells Fargo dated November 9, 2017.

The principal purpose of the Credit Facility is to finance general corporate and working capital requirements and Village’s acquisition of certain Fairway assets.

The principal purpose of the Credit Facility is to finance general corporate and working capital requirements and Village’s acquisition of certain Fairway Markets assets, including five stores and a production distribution center.

Among other things, the Credit Facility provides for a maximum loan amount of $ 150,500 as further set forth below:

10 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 April 24, 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 October 30, 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 April 24, 2021.

The Company was in compliance with all covenants of the credit agreement at October 30, 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 $ 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

On May 14, 2020, Village completed its acquisition of certain assets, including five supermarkets averaging 52,000 sq.

( 30,000 selling sq.

ft.), a production distribution center (the “PDC”) and the intellectual property of Fairway Group Holdings Corp.

and certain of its subsidiaries (“Fairway”), including the names “Fairway” and “Fairway Markets.” Four of the supermarkets are in Manhattan, specifically the Upper West Side, Upper East Side, Kips Bay and Chelsea locations, and a fifth store is located in Pelham, NY.

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.

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.

The credit was recognized as a reduction in operating and administrative expense in the fourth quarter of fiscal 2020.

The Fairway acquisition expands our presence in New York City under an iconic city brand and provides Village the ability to expand centralized food production to support stores under all of our banners.

Village accounted for this transaction as a business combination in accordance with the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date.

In connection with this acquisition, the Company recorded $ 11,540 of goodwill attributable to the assembled workforce and cost synergies.

The goodwill related to this acquisition is deductible for tax purposes.

Additionally, the Company recorded a $ 14,200 indefinite-lived intangible asset related to the trade name.

The fair value of the intangible asset was determined based on the discounted cash flow model using the relief from royalty method.

The fair value of the property, equipment and fixtures were determined based on the indirect cost approach in which current costs that were not new were adjusted for all forms of depreciation.

The Company also evaluated the fair value of the leases assumed in the acquisition, which evaluated comparable rents in the areas of the locations.

Leases were determined to be at market apart from one location.

For this location, the Company recorded a favorable lease of $ 4,360 within operating lease assets.

The favorable lease is being amortized over the remaining duration of the lease.

Transaction costs were expensed as incurred.

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

The Company reclassified $ 88 and $ 66 during the 13 weeks ended October 30, 2021 and October 24, 2020, respectively, from Accumulated other comprehensive loss to Interest expense.

The notional value of the interest rate swaps were $ 66,728 as of October 30, 2021.

The fair value of interest rate swaps recorded in other assets is $ 2,241 as of October 30, 2021.

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