What changed in this filing

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Item 1. Financial Statements

2022-06-08 compared with 2022-03-10 · 89 added, 62 removed, 311 unchanged (33% of the section changed)

45 unchanged sentences

Authorized 20,000 shares;

issued 10,981 shares at January 29, 2022 and 10,978 shares at July 31, 2021

issued 10,975 shares at April 30, 2022 and 10,978 shares at July 31, 2021

72,351 70,594

1 unchanged sentence

Authorized 20,000 shares;

issued and outstanding 4,294 shares at January 29, 2022 and July 31, 2021

issued and outstanding 4,294 shares at April 30, 2022 and July 31, 2021

Retained earnings 297,625 293,185

Accumulated other comprehensive loss ( 7,338 ) ( 9,064 )

Accumulated other comprehensive income (loss) 5,490 ( 9,064 )

Less treasury stock, Class A, at cost:

730 shares at January 29, 2022 and 726 shares at July 31, 2021

752 shares at April 30, 2022 and 726 shares at July 31, 2021

( 14,588 ) ( 13,939 )

7 unchanged sentences

13 Weeks Ended 39 Weeks Ended

2022 January 23,

2021 January 29,

2022 January 23,

2022 April 24,

2021 April 30,

2022 April 24,

Sales $ 501,962 $ 481,093 $ 1,533,581 $ 1,494,047

3 unchanged sentences

Depreciation and amortization 8,130 8,418 24,925 25,925

Operating income 14,664 6,603 25,225 11,489

Operating (loss) income ( 4,290 ) 3,848 20,936 15,337

Interest expense ( 991 ) ( 994 ) ( 2,923 ) ( 2,963 )

Interest income 950 904 2,831 2,670

Income before income taxes 14,606 6,495 25,174 11,286

(Loss) income before income taxes ( 4,331 ) 3,758 20,844 15,044

Income taxes ( 1,100 ) 1,184 6,617 4,554

Net income $ 10,129 $ 4,555 $ 17,457 $ 7,916

Net income per share:

Net (loss) income $ ( 3,231 ) $ 2,574 $ 14,227 $ 10,490

Net (loss) income per share:

Class A common stock:

10 unchanged sentences

13 Weeks Ended 39 Weeks Ended

2022 January 23,

2021 January 29,

2022 January 23,

Net income $ 10,129 $ 4,555 $ 17,457 $ 7,916

2022 April 24,

2021 April 30,

2022 April 24,

Net (loss) income $ ( 3,231 ) $ 2,574 $ 14,227 $ 10,490

Other comprehensive income:

1 unchanged sentence

Amortization of pension actuarial loss, net of tax (2) 89 101 265 304

Pension settlement loss, net of tax (3) 8,525 — 8,525 —

Pension remeasurement, net of tax (4) 1,642 — 1,642 —

Comprehensive income $ 9,597 $ 3,628 $ 28,781 $ 12,841

(1) Amount is net of tax of $ 324 and $ 218 for the 13 weeks January 29, 2022 and January 23, 2021, respectively, and $ 663 and $ 479 for the 26 weeks ended January 29, 2022 and January 23, 2021, respectively.

(2) Amounts are net of tax of $ 38 and $ 45 for the 13 weeks January 29, 2022 and January 23, 2021, respectively, and $ 76 and $ 91 for the 26 weeks ended January 29, 2022 and January 23, 2021, respectively.

(1) Amount is net of tax of $ 1,104 and $ 417 for the 13 weeks April 30, 2022 and April 24, 2021, respectively, and $ 1,767 and $ 896 for the 39 weeks ended April 30, 2022 and April 24, 2021, respectively.

(2) Amounts are net of tax of $ 37 and $ 46 for the 13 weeks April 30, 2022 and April 24, 2021, respectively, and $ 113 and $ 137 for the 39 weeks ended April 30, 2022 and April 24, 2021, respectively.

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

(3) Amounts are net of tax of $ 3,780 .

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

(4) Amounts are net of tax of $ 702 .

See notes to consolidated financial statements.

3 unchanged sentences

(In thousands) (Unaudited)

13 Weeks Ended January 29, 2022 and January 23, 2021

13 Weeks Ended April 30, 2022 and April 24, 2021

Common Stock Class B

6 unchanged sentences

Shares Issued Amount Shares Issued Amount Retained Earnings Shares Amount

Balance, October 30, 2021

Balance, January 29, 2022

10,981 $ 71,808 4,294 $ 697 $ 304,117 $ ( 7,338 ) 730 $ ( 14,028 ) $ 355,256

Net income — — — — 10,129 — — — 10,129

Net loss — — — — ( 3,231 ) — — — ( 3,231 )

Other comprehensive income, net of tax of $ 5,623

1 unchanged sentence

Dividends — — — — ( 3,261 ) — — — ( 3,261 )

Treasury stock purchases — — — — — — 22 ( 560 ) ( 560 )

Restricted shares forfeited ( 6 ) ( 73 ) — — — — — — ( 73 )

Share-based compensation expense — 616 — — — — — — 616

Balance, January 29, 2022

Balance, April 30, 2022

10,975 $ 72,351 4,294 $ 697 $ 297,625 $ 5,490 752 $ ( 14,588 ) $ 361,575

Balance, October 24, 2020

Balance, January 23, 2021

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

3 unchanged sentences

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

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

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

Balance, January 23, 2021

Balance, April 24, 2021

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

26 Weeks Ended January 29, 2022 and January 23, 2021

39 Weeks Ended April 30, 2022 and April 24, 2021

Common Stock Class B

15 unchanged sentences

Share-based compensation expense 9 1,886 — — — — — — 1,886

Balance, January 29, 2022

Balance, April 30, 2022

10,975 $ 72,351 4,294 $ 697 $ 297,625 $ 5,490 752 $ ( 14,588 ) $ 361,575

7 unchanged sentences

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

Balance, January 23, 2021

Balance, April 24, 2021

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

5 unchanged sentences

39 Weeks Ended

2022 January 23,

2022 April 24,

CASH FLOWS FROM OPERATING ACTIVITIES

3 unchanged sentences

Non-cash share-based compensation 1,757 1,892

Non-cash pension settlement charges 10,811 —

Deferred taxes ( 3,674 ) ( 1,539 )

14 unchanged sentences

Investment in notes receivable from Wakefern ( 1,788 ) ( 1,708 )

Investment in real estate partnership ( 4,393 ) —

Net cash used in investing activities ( 38,790 ) ( 15,533 )

20 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 29, 2022 and the consolidated statements of operations, comprehensive income and cash flows for the 13 and 26 weeks ended January 29, 2022 and January 23, 2021 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 30, 2022 and the consolidated statements of operations, comprehensive income and cash flows for the 13 and 39 weeks ended April 30, 2022 and April 24, 2021 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 29, 2022 are not necessarily indicative of the results to be expected for the full year.

The results of operations for the periods ended April 30, 2022 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 29, 2022 January 23, 2021 January 29, 2022 January 23, 2021

April 30, 2022 April 24, 2021 April 30, 2022 April 24, 2021

Amount % Amount % Amount % Amount %

8 unchanged sentences

MERCHANDISE INVENTORIES

At both January 29, 2022 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 $ 15,842 and $ 15,321 higher than reported at January 29, 2022 and July 31, 2021, respectively.

At both April 30, 2022 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 $ 16,783 and $ 15,321 higher than reported at April 30, 2022 and July 31, 2021, respectively.

NET INCOME PER SHARE

8 unchanged sentences

Diluted net income per share for Class B common stock does not assume conversion of Class B common stock to shares of Class A common stock.

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

The table below reconciles Net (loss) income to Net (loss) income available to Class A and Class B shareholders:

13 Weeks Ended 39 Weeks Ended

January 29, 2022 January 29, 2022

2022 April 24,

2021 April 30,

2022 April 24,

Net (loss) income $ ( 3,231 ) $ 2,574 $ 14,227 $ 10,490

Distributed and allocated undistributed Net (loss) income to unvested restricted shareholders

( 93 ) 82 429 336

Net (loss) income available to Class A and Class B shareholders $ ( 3,138 ) $ 2,492 $ 13,798 $ 10,154

The tables below reconcile the numerators and denominators of basic and diluted Net (loss) income per share for all periods presented.

13 Weeks Ended 39 Weeks Ended

April 30, 2022 April 30, 2022

Class A Class B Class A Class B

Net income allocated, basic $ 7,666 $ 2,165 $ 13,204 $ 3,732

Net (loss) income allocated, basic

$ ( 2,447 ) $ ( 691 ) $ 10,757 $ 3,041

Conversion of Class B to Class A shares ( 691 ) — 3,041 —

Net income allocated, diluted $ 9,831 $ 2,165 $ 16,936 $ 3,732

Effect of share-based compensation on allocated net (loss) income ( 19 ) ( 14 ) — —

Net (loss) income allocated, diluted

$ ( 3,157 ) $ ( 705 ) $ 13,798 $ 3,041

Weighted average shares outstanding, basic 9,876 4,294 9,871 4,294

2 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

5 unchanged sentences

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

Outstanding stock options to purchase Class A shares of 102 and 156 were excluded from the calculation of diluted net income per share at January 29, 2022 and January 23, 2021, respectively, as a result of their anti-dilutive effect.

In addition, 380 and 413 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 29, 2022 and January 23, 2021, respectively, due to their anti-dilutive effect.

Outstanding stock options to purchase Class A shares of 102 and 156 were excluded from the calculation of diluted net income per share at April 30, 2022 and April 24, 2021, respectively, as a result of their anti-dilutive effect.

In addition, 363 and 398 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 30, 2022 and April 24, 2021, respectively, due to their anti-dilutive effect.

PENSION PLANS

1 unchanged sentence

13 Weeks Ended 39 Weeks Ended

2022 January 23,

2021 January 29,

2022 January 23,

2022 April 24,

2021 April 30,

2022 April 24,

Service cost $ 47 $ 54 $ 140 $ 162

1 unchanged sentence

Expected return on plan assets ( 409 ) ( 483 ) ( 1,227 ) ( 1,449 )

Loss on settlement 12,296 — 12,296 —

Amortization of net losses 126 147 378 441

Net periodic pension cost $ 12,480 $ 140 $ 12,848 $ 420

As of January 29, 2022, 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 .

In April 2022, the Company terminated the Village Super Market, Inc.

Employees’ Retirement Plan.

Prior to termination, the Company made a $ 1,485 contribution to fully fund the plan.

Plan assets were liquidated to fund lump sum distributions to participants of $ 37,289 and purchase annuity contracts totaling $ 14,930 with an insurance company for all participants who did not elect a lump sum distribution.

No benefit obligation or plan assets related to the Village Super Market, Inc.

Employees’ Retirement Plan remain as of April 30, 2022.

The Company recognized a $ 12,296 pre-tax settlement charge as a result of the termination, including a $ 10,811 non-cash charge for unrecognized losses within accumulated other comprehensive loss as of the termination date.

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

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 31, 2021.

Included in cash and cash equivalents at January 29, 2022 and July 31, 2021 are $ 88,338 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 26 weeks ended January 29, 2022.

Included in cash and cash equivalents at April 30, 2022 and July 31, 2021 are $ 96,918 and $ 86,670 , respectively, of demand deposits invested at Wakefern at overnight money market rates.

On April 28, 2022 the Company entered into a partnership agreement for 30 % interest in the development of a retail center in Old Bridge, New Jersey, which includes a Village replacement store with future lease obligations of $ 9,280 .

Village's share of project costs are estimated to be $ 15,000 to $ 20,000 .

As of April 30, 2022, Village has invested $ 4,393 into the real estate partnership, which is accounted for as an equity method investment included in Other assets on the Consolidated Balance Sheet.

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 30, 2022.

COMMITMENTS and CONTINGENCIES

27 unchanged sentences

• A secured $ 7,350 term loan issued on January 28, 2022 repayable in equal monthly installments based on a fifteen-year amortization schedule through January 28, 2037 and bearing interest at the applicable SOFR plus 1.50 %.

Additionally, Village executed an interest rate swap for a notional amount equal to the term loan amount that fixes the base SOFR at 1.41 % per annum, resulting in a fixed effective interest rate of 2.91 % on the term loan.

Additionally, Village executed an interest rate swap for a notional amount equal to the term loan amount that fixes the

base SOFR at 1.41 % per annum, resulting in a fixed effective interest rate of 2.91 % on the term loan.

The term loan is secured by the Galloway store shopping center acquired in the first quarter of fiscal 2022.

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

The Credit Facility also provides for up to $ 25,000 of letters of credit ($ 7,336 outstanding at January 29, 2022), 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 29, 2022.

The Credit Facility also provides for up to $ 25,000 of letters of credit ($ 7,336 outstanding at April 30, 2022), 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 30, 2022.

New Markets Tax Credit Financing

26 unchanged sentences

Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

As of January 29, 2022, the Company had three interest rate swaps with an aggregate notional value of $ 82,850 to hedge the variable cash flows associated with variable-rate loans under the Company's Credit Facility.

As of April 30, 2022, the Company had three interest rate swaps with an aggregate initial notional value of $ 82,850 to hedge the variable cash flows associated with variable-rate loans under the Company's Credit Facility.

The interest rate swaps were executed for risk management and are not held for trading purposes.

1 unchanged sentence

The swaps replaced the applicable reference rate with fixed interest rates and payments are settled monthly when payments are made on the variable-rate loans.

The Company's derivatives qualify and have been designated as cash flow hedges of interest rate risk.

The gain or loss on the derivative is recorded in Accumulated other comprehensive loss and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings.

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 $ 85 and $ 82 during the 13 weeks ended January 29, 2022 and January 23, 2021, respectively, and $ 173 and $ 148 during the 26 weeks ended January 29, 2022 and January 23, 2021, respectively, from Accumulated other comprehensive loss to Interest expense.

The notional value of the interest rate swaps were $ 72,334 as of January 29, 2022.

The fair value of interest rate swaps recorded in other assets is $ 3,331 as of January 29, 2022.

The Company's

derivatives qualify and have been designated as cash flow hedges of interest rate risk.

The gain or loss on the derivative is recorded in Accumulated other comprehensive income (loss) and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings.

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

The Company reclassified $ 89 and $ 86 during the 13 weeks ended April 30, 2022 and April 24, 2021, respectively, and $ 262 and $ 234 during the 39 weeks ended April 30, 2022 and April 24, 2021, respectively, from Accumulated other comprehensive income (loss) to Interest expense.

The notional value of the interest rate swaps were $ 70,508 as of April 30, 2022.

The fair value of interest rate swaps recorded in other assets is $ 6,998 as of April 30, 2022.

In March 2020 and January 2021, the FASB issued ASU 2020-04, "Facilitation of the Effects of Reference Rate Reform on Financial Reporting" and ASU 2021-01, "Reference Rate Reform:

8 unchanged sentences

In connection with the modification of the reference rate from LIBOR to SOFR in the Amended and Restated Credit Facility, in February 2022, the Company executed the amendment and restatement of two interest rate swaps (see note 7).

The modified rates are not expected to have a material impact to the consolidated financial statements.

The modified rates did not have a material impact 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