What changed in this filing

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Item 1. Financial Statements

2023-03-08 compared with 2022-12-07 · 97 added, 53 removed, 292 unchanged (34% of the section changed)

46 unchanged sentences

Authorized 20,000 shares;

issued 10,971 shares at October 29, 2022 and July 30, 2022

issued 10,970 shares at January 28, 2023 and 10,971 shares at July 30, 2022

74,099 72,891

1 unchanged sentence

Authorized 20,000 shares;

issued and outstanding 4,294 shares at October 29, 2022 and July 30, 2022

issued and outstanding 4,294 shares at January 28, 2023 and July 30, 2022

Retained earnings 323,872 306,974

1 unchanged sentence

Less treasury stock, Class A, at cost:

752 shares at October 29, 2022 and July 30, 2022

752 shares at January 28, 2023 and July 30, 2022

( 14,588 ) ( 14,588 )

6 unchanged sentences

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

13 Weeks Ended

2022 October 30,

13 Weeks Ended 26 Weeks Ended

2023 January 29,

2022 January 28,

2023 January 29,

Sales $ 563,866 $ 537,408 $ 1,083,555 $ 1,031,619

21 unchanged sentences

(In thousands) (Unaudited)

13 Weeks Ended

2022 October 30,

13 Weeks Ended 26 Weeks Ended

2023 January 29,

2022 January 28,

2023 January 29,

Net income $ 12,322 $ 10,129 $ 23,405 $ 17,457

Other comprehensive income:

Unrealized gains on interest rate swaps, net of tax (1) 2,765 791

Amortization of pension actuarial loss, net of tax (2) ( 96 ) 88

Unrealized (losses) gains on interest rate swaps, net of tax (1) ( 1,203 ) 759 1,562 1,550

Amortization of pension actuarial (gain) loss, net of tax (2) ( 96 ) 88 ( 192 ) 176

Comprehensive income $ 11,023 $ 10,976 $ 24,775 $ 19,183

(1) Amount is net of tax of $ 1,242 and $ 339 for the 13 weeks ended October 29, 2022 and October 30, 2021, respectively.

(2) Amounts are net of tax of $ 43 and $ 38 for the 13 weeks ended October 29, 2022 and October 30, 2021, respectively.

(1) Amount is net of tax of $ 540 and $ 324 for the 13 weeks ended January 28, 2023 and January 29, 2022, respectively, and $ 702 and $ 663 for the 26 weeks ended January 28, 2023 and January 29, 2022, respectively.

(2) Amounts are net of tax of $ 43 and $ 38 for the 13 weeks ended January 28, 2023 and January 29, 2022, respectively, and $ 86 and $ 76 for the 26 weeks ended January 28, 2023 and January 29, 2022, respectively.

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

4 unchanged sentences

(In thousands) (Unaudited)

13 Weeks Ended October 29, 2022 and October 30, 2021

13 Weeks Ended January 28, 2023 and January 29, 2022

Common Stock Class B

1 unchanged sentence

Comprehensive

Income Treasury Stock

Income (Loss) Treasury Stock

Class A Total

1 unchanged sentence

Shares Issued Amount Shares Issued Amount Retained Earnings Shares Amount

Balance, October 29, 2022

10,971 $ 73,499 4,294 $ 697 $ 314,803 $ 8,804 752 $ ( 14,588 ) $ 383,215

Net income — — — — 12,322 — — — 12,322

Other comprehensive loss, net of tax of $ 583

— — — — — ( 1,299 ) — — ( 1,299 )

Dividends — — — — ( 3,253 ) — — — ( 3,253 )

Restricted shares forfeited ( 1 ) ( 41 ) — — — — — — ( 41 )

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

Balance, January 28, 2023

10,970 $ 74,099 4,294 $ 697 $ 323,872 $ 7,505 752 $ ( 14,588 ) $ 391,585

Balance, October 30, 2021

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

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

Other comprehensive income, net of tax of $ 362

— — — — — 847 — — 847

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

Restricted shares forfeited ( 6 ) ( 56 ) — — — — — — ( 56 )

Share-based compensation expense — 626 — — — — — — 626

Balance, January 29, 2022

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

26 Weeks Ended January 28, 2023 and January 29, 2022

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 30, 2022

4 unchanged sentences

Dividends — — — — ( 6,507 ) — — — ( 6,507 )

Restricted shares forfeited ( 1 ) ( 41 ) — — — — — — ( 41 )

Share-based compensation expense — 1,249 — — — — — — 1,249

Balance, October 29, 2022

Balance, January 28, 2023

10,970 $ 74,099 4,294 $ 697 $ 323,872 $ 7,505 752 $ ( 14,588 ) $ 391,585

6 unchanged sentences

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

Restricted shares forfeited ( 6 ) ( 56 ) — — — — — — ( 56 )

Share-based compensation expense 9 1,270 — — — — — — 1,270

Balance, October 30, 2021

Balance, January 29, 2022

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

5 unchanged sentences

26 Weeks Ended

2022 October 30,

2023 January 29,

CASH FLOWS FROM OPERATING ACTIVITIES

29 unchanged sentences

Net cash provided by (used in) financing activities 5,682 ( 3,243 )

NET DECREASE IN CASH AND CASH EQUIVALENTS ( 15,585 ) ( 11,227 )

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ( 10,340 ) 9,583

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 134,832 116,314

9 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 29, 2022 and the consolidated statements of operations, comprehensive income and cash flows for the 13 weeks ended October 29, 2022 and October 30, 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 January 28, 2023 and the consolidated statements of operations, comprehensive income and cash flows for the 13 and 26 weeks ended January 28, 2023 and January 29, 2022 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 29, 2022 are not necessarily indicative of the results to be expected for the full year.

The results of operations for the period ended January 28, 2023 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 29, 2022 October 30, 2021

Amount % Amount %

13 Weeks Ended 26 Weeks Ended

January 28, 2023 January 29, 2022 January 28, 2023 January 29, 2022

Amount % Amount % Amount % Amount %

Center Store (1) $ 343,818 61.0 % $ 324,362 60.3 % $ 655,642 60.6 % $ 620,336 60.1 %

7 unchanged sentences

MERCHANDISE INVENTORIES

At both October 29, 2022 and July 30, 2022, approximately 61 % 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 $ 19,154 and $ 18,616 higher than reported at October 29, 2022 and July 30, 2022, respectively.

At both January 28, 2023 and July 30, 2022, approximately 61 % 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 $ 19,904 and $ 18,616 higher than reported at January 28, 2023 and July 30, 2022, respectively.

NET INCOME PER SHARE

9 unchanged sentences

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

13 Weeks Ended

2022 October 30,

13 Weeks Ended 26 Weeks Ended

2023 January 29,

2022 January 28,

2023 January 29,

Net income $ 12,322 $ 10,129 $ 23,405 $ 17,457

Distributed and allocated undistributed Net income to unvested restricted shareholders

339 298 644 521

Net income available to Class A and Class B shareholders $ 11,983 $ 9,831 $ 22,761 $ 16,936

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

13 Weeks Ended

October 29, 2022

Class A Class B

13 Weeks Ended 26 Weeks Ended

January 28, 2023 January 28, 2023

Class A Class B Class A Class B

Net income allocated, basic

6 unchanged sentences

Weighted average shares outstanding, diluted 14,157 4,294 14,157 4,294

13 Weeks Ended

October 30, 2021

Class A Class B

13 Weeks Ended 26 Weeks Ended

January 29, 2022 January 29, 2022

Class A Class B Class A Class B

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

4 unchanged sentences

Weighted average shares outstanding, diluted 14,167 4,294 14,162 4,294

Outstanding stock options to purchase Class A shares of 93 and 102 were excluded from the calculation of diluted net income per share at October 29, 2022 and October 30, 2021, respectively, as a result of their anti-dilutive effect.

In addition, 363 and 388 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 29, 2022 and October 30, 2021, respectively, due to their anti-dilutive effect.

Outstanding stock options to purchase Class A shares of 90 and 102 were excluded from the calculation of diluted net income per share at January 28, 2023 and January 29, 2022, respectively, as a result of their anti-dilutive effect.

In addition, 358 and 380 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 28, 2023 and January 29, 2022, respectively, due to their anti-dilutive effect.

PENSION PLANS

1 unchanged sentence

benefit pension plans sponsored in fiscal 2022 includes the following components:

13 Weeks Ended

2022 October 30,

13 Weeks Ended 26 Weeks Ended

2023 January 29,

2022 January 28,

2023 January 29,

Service cost $ 34 $ 47 $ 68 $ 94

1 unchanged sentence

Expected return on plan assets ( 19 ) ( 409 ) ( 38 ) ( 818 )

Amortization of net losses ( 139 ) 126

Amortization of net (gains) losses ( 139 ) 126 ( 278 ) 252

Net periodic pension cost $ ( 54 ) $ 184 $ ( 109 ) $ 368

5 unchanged sentences

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

Employees’ Retirement Plan remain as of October 29, 2022.

Employees’ Retirement Plan remain as of January 28, 2023.

Contributions to the remaining plans are expected to be immaterial in fiscal 2023.

4 unchanged sentences

On September 28, 2022, the Company invested an additional $ 30,000 in variable rate notes receivable from Wakefern that earn interest at the prime rate plus .50 % and mature on September 28, 2027.

At October 29, 2022, the Company held variable rate notes receivable due from Wakefern of $ 29,606 that earn interest at the prime rate plus .75 % and mature on February 15, 2024, $ 29,078 that earn interest at the prime rate plus .50 % and mature on August 15, 2027 and $ 30,017 that earn interest at the prime rate plus .50 % and mature on September 28, 2027.

At January 28, 2023, the Company held variable rate notes receivable due from Wakefern of $ 30,171 that earn interest at the prime rate plus .75 % and mature on February 15, 2024, $ 29,615 that earn interest at the prime rate plus .50 % and mature on August 15, 2027 and $ 30,571 that earn interest at the prime rate plus .50 % and mature on September 28, 2027.

Wakefern has the right to prepay these notes at any time.

Under certain conditions, the Company can require Wakefern to prepay the notes, although interest earned since inception would be reduced as if it was earned based on overnight money market rates as paid by Wakefern on demand deposits.

Included in cash and cash equivalents at October 29, 2022 and July 30, 2022 are $ 95,356 and $ 110,739 , respectively, of demand deposits invested at Wakefern at overnight money market rates.

Included in cash and cash equivalents at January 28, 2023 and July 30, 2022 are $ 99,636 and $ 110,739 , 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 October 29, 2022, Village has invested $ 6,286 into the real estate partnership, which is accounted for as an equity method investment.

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 29, 2022.

As of January 28, 2023, Village has invested $ 8,329 into the real estate partnership, which is accounted for as an equity method investment.

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 28, 2023.

COMMITMENTS and CONTINGENCIES

The Company is involved in other litigation incidental to the normal course of business.

The Company is involved in litigation incidental to the normal course of business.

Company management is of the opinion that the ultimate resolution of these legal proceedings should not have a material adverse effect on the consolidated financial position, results of operations or liquidity of the Company.

9 unchanged sentences

The Company has a credit facility (the “Credit Facility”) with Wells Fargo National Bank, National Association (“Wells Fargo”).

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

The principal purpose of the Credit Facility is to finance general corporate and working capital requirements, Village’s fiscal 2020 acquisition of certain Fairway assets and certain capital expenditures.

Among other things, the Credit Facility provides for:

9 unchanged sentences

An interest rate swap with notional amounts equal to the term loan fixes the base SOFR at 1.41 % per annum through January 28, 2037, 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 term loan is secured by the Galloway store shopping center acquired for $9,800 in the first quarter of fiscal 2022.

On September 1, 2022, the Company amended the Credit Facility due to the execution of a seven year $ 10,000 unsecured term loan.

3 unchanged sentences

Net of the subsidy, the Company will pay interest at a fixed effective rate of 2.30 %.

The Credit Facility also provides for up to $ 25,000 of letters of credit ($ 7,336 outstanding at October 29, 2022), which secure obligations for store leases and construction performance guarantees to municipalities.

On January 27, 2023, the Company purchased the Vineland store shopping center for $ 9,500 .

As part of the purchase, the Company amended the Credit Facility due to the execution of a fifteen year $ 7,125 term loan secured by the Vineland store shopping center.

The secured term loan is repayable in equal monthly installments based on a fifteen year amortization schedule through January 27, 2038 and bears interest at the applicable SOFR plus 1.75 %.

Village also executed an interest rate swap for a notional amount equal to the term loan amount that fixes the base SOFR at 3.59 %, resulting in a fixed effective rate of 5.34 %.

The Credit Facility also provides for up to $ 25,000 of letters of credit ($ 7,336 outstanding at January 28, 2023), 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 29, 2022.

As of October 29, 2022, $ 67,664 remained available under the unsecured revolving line of credit.

The Company was in compliance with all covenants of the credit agreement at January 28, 2023.

As of January 28, 2023, $ 67,664 remained available under the unsecured revolving line of credit.

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 October 29, 2022, the Company had four interest rate swaps with an aggregate initial notional value of $ 92,850 to hedge the variable cash flows associated with variable-rate loans under the Company's Credit Facility.

As of January 28, 2023, the Company had five interest rate swaps with an aggregate initial notional value of $ 99,975 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.

3 unchanged sentences

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

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

The Company reclassified $ 243 and $ 88 during the 13 weeks ended October 29, 2022 and October 30, 2021, respectively, from Accumulated other comprehensive income to Interest expense.

The notional value of the interest rate swaps were $ 76,656 as of October 29, 2022.

The fair value of interest rate swaps recorded in Other assets in the consolidated balance sheets is $ 10,019 as of October 29, 2022.

Amounts reported in Accumulated other comprehensive

income related to derivatives will be reclassified to interest expense as interest payments are made on the variable-rate loans.

The Company reclassified $ 506 and $ 85 during the 13 weeks ended January 28, 2023 and January 29, 2022, respectively, and $ 748 and $ 173 during the 26 weeks ended January 28, 2023 and January 29, 2022, respectively, from Accumulated other comprehensive income to Interest expense.

The notional value of the interest rate swaps were $ 81,558 as of January 28, 2023.

The fair value of interest rate swaps recorded in Other assets in the consolidated balance sheets is $ 8,284 as of January 28, 2023.

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