What changed in this filing

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Item 1. Financial Statements

2023-06-07 compared with 2023-03-08 · 74 added, 63 removed, 326 unchanged (30% of the section changed)

46 unchanged sentences

Authorized 20,000 shares;

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

issued 11,478 shares at April 29, 2023 and 10,971 shares at July 30, 2022

74,865 72,891

1 unchanged sentence

Authorized 20,000 shares;

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

issued and outstanding 4,294 shares at April 29, 2023 and July 30, 2022

Retained earnings 331,551 306,974

1 unchanged sentence

Less treasury stock, Class A, at cost:

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

914 shares at April 29, 2023 and 752 shares at July 30, 2022

( 18,327 ) ( 14,588 )

7 unchanged sentences

13 Weeks Ended 39 Weeks Ended

2023 January 29,

2022 January 28,

2023 January 29,

2023 April 30,

2022 April 29,

2023 April 30,

Sales $ 529,294 $ 501,962 $ 1,612,848 $ 1,533,581

3 unchanged sentences

Depreciation and amortization 8,392 8,130 25,597 24,925

Operating income 16,117 14,664 31,294 25,225

Operating income (loss) 14,044 ( 4,290 ) 45,338 20,936

Interest expense ( 1,085 ) ( 991 ) ( 3,137 ) ( 2,923 )

Interest income 3,151 950 7,798 2,831

Income before income taxes 17,830 14,606 33,889 25,174

Income (loss) before income taxes 16,110 ( 4,331 ) 49,999 20,844

Income taxes 5,093 ( 1,100 ) 15,577 6,617

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

Net income per share:

Net income (loss) $ 11,017 $ ( 3,231 ) $ 34,422 $ 14,227

Net income (loss) per share:

Class A common stock:

10 unchanged sentences

13 Weeks Ended 39 Weeks Ended

2023 January 29,

2022 January 28,

2023 January 29,

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

2023 April 30,

2022 April 29,

2023 April 30,

Net income (loss) $ 11,017 $ ( 3,231 ) $ 34,422 $ 14,227

Other comprehensive income:

1 unchanged sentence

Amortization of pension actuarial (gain) loss, net of tax (2) ( 96 ) 89 ( 288 ) 265

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

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

Comprehensive income $ 10,476 $ 9,597 $ 35,251 $ 28,781

(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.

(1) Amount is net of tax of $ 201 and $ 1,104 for the 13 weeks ended April 29, 2023 and April 30, 2022, respectively, and $ 501 and $ 1,767 for the 39 weeks ended April 29, 2023 and April 30, 2022, respectively.

(2) Amounts are net of tax of $ 43 and $ 37 for the 13 weeks ended April 29, 2023 and April 30, 2022, respectively, and $ 129 and $ 113 for the 39 weeks ended April 29, 2023 and April 30, 2022, respectively.

All amounts are reclassified from accumulated other comprehensive income 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 28, 2023 and January 29, 2022

13 Weeks Ended April 29, 2023 and April 30, 2022

Common Stock Class B

5 unchanged sentences

Shares Issued Amount Shares Issued Amount Retained Earnings Shares Amount

Balance, October 29, 2022

Balance, January 28, 2023

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

3 unchanged sentences

Dividends — — — — ( 3,338 ) — — — ( 3,338 )

Treasury stock purchases — — — — — — 162 ( 3,739 ) ( 3,739 )

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

Share-based compensation expense 508 839 — — — — — — 839

Balance, January 28, 2023

Balance, April 29, 2023

11,478 $ 74,865 4,294 $ 697 $ 331,551 $ 6,964 914 $ ( 18,327 ) $ 395,750

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

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

39 Weeks Ended April 29, 2023 and April 30, 2022

Common Stock Class B

11 unchanged sentences

Dividends — — — — ( 9,845 ) — — — ( 9,845 )

Treasury stock purchases — — — — — — 162 ( 3,739 ) ( 3,739 )

Restricted shares forfeited ( 1 ) ( 114 ) — — — — — — ( 114 )

Share-based compensation expense 508 2,088 — — — — — — 2,088

Balance, January 28, 2023

Balance, April 29, 2023

11,478 $ 74,865 4,294 $ 697 $ 331,551 $ 6,964 914 $ ( 18,327 ) $ 395,750

8 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

5 unchanged sentences

39 Weeks Ended

2023 January 29,

2023 April 30,

CASH FLOWS FROM OPERATING ACTIVITIES

3 unchanged sentences

Non-cash share-based compensation 1,974 1,757

Non-cash pension settlement charges — 10,811

Deferred taxes ( 395 ) ( 3,674 )

23 unchanged sentences

Treasury stock purchases, including shares surrendered for withholding taxes ( 3,739 ) ( 649 )

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

Net cash used in financing activities ( 4,256 ) ( 9,311 )

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ( 10,207 ) 3,601

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 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.

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 29, 2023 and the consolidated statements of operations, comprehensive income and cash flows for the 13 and 39 weeks ended April 29, 2023 and April 30, 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 January 28, 2023 are not necessarily indicative of the results to be expected for the full year.

The results of operations for the period ended April 29, 2023 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 28, 2023 January 29, 2022 January 28, 2023 January 29, 2022

April 29, 2023 April 30, 2022 April 29, 2023 April 30, 2022

Amount % Amount % Amount % Amount %

8 unchanged sentences

MERCHANDISE INVENTORIES

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.

At April 29, 2023 and July 30, 2022, approximately 64 % and 61 %, respectively, 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 $ 20,654 and $ 18,616 higher than reported at April 29, 2023 and July 30, 2022, 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 table below reconciles Net income to Net income available to Class A and Class B shareholders:

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

13 Weeks Ended 39 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

2023 April 30,

2022 April 29,

2023 April 30,

Net income (loss) $ 11,017 $ ( 3,231 ) $ 34,422 $ 14,227

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

369 ( 93 ) 1,014 429

Net income available to Class A and Class B shareholders $ 10,648 $ ( 3,138 ) $ 33,408 $ 13,798

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

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

13 Weeks Ended 39 Weeks Ended

January 28, 2023 January 28, 2023

April 29, 2023 April 29, 2023

Class A Class B Class A Class B

Net income allocated, basic

Net income (loss) allocated, basic

$ 8,311 $ 2,336 $ 26,055 $ 7,354

Conversion of Class B to Class A shares 2,336 — 7,354 —

Net income allocated, diluted

Net income (loss) allocated, diluted

$ 10,647 $ 2,336 $ 33,409 $ 7,354

3 unchanged sentences

13 Weeks Ended 39 Weeks Ended

January 29, 2022 January 29, 2022

April 30, 2022 April 30, 2022

Class A Class B Class A Class B

1 unchanged sentence

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

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

Net income allocated, diluted $ ( 3,157 ) $ ( 705 ) $ 13,798 $ 3,041

2 unchanged sentences

Weighted average shares outstanding, diluted 14,170 4,294 14,165 4,294

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.

Outstanding stock options to purchase Class A shares of 90 and 102 were excluded from the calculation of diluted net income per share at April 29, 2023 and April 30, 2022, respectively, as a result of their anti-dilutive effect.

In addition, 507 and 363 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 29, 2023 and April 30, 2022, respectively, due to their anti-dilutive effect.

PENSION PLANS

2 unchanged sentences

13 Weeks Ended 39 Weeks Ended

2023 January 29,

2022 January 28,

2023 January 29,

2023 April 30,

2022 April 29,

2023 April 30,

Service cost $ 34 $ 47 $ 101 $ 140

1 unchanged sentence

Expected return on plan assets ( 19 ) ( 409 ) ( 57 ) ( 1,227 )

Loss on settlement — 12,296 — 12,296

Amortization of net (gains) losses ( 139 ) 126 ( 417 ) 378

6 unchanged sentences

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

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

Employees’ Retirement Plan remain as of April 29, 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 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.

At April 29, 2023, the Company held variable rate notes receivable due from Wakefern of $ 30,799 that earn interest at the prime rate plus .75 % and mature on February 15, 2024, $ 30,212 that earn interest at the prime rate plus .50 % and mature on August 15, 2027 and $ 31,188 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 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.

Included in cash and cash equivalents at April 29, 2023 and July 30, 2022 are $ 105,832 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 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.

As of April 29, 2023, Village has invested $ 9,278 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 39 weeks ended April 29, 2023.

COMMITMENTS and CONTINGENCIES

33 unchanged sentences

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 also provides for up to $ 25,000 of letters of credit ($ 7,336 outstanding at April 29, 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 January 28, 2023.

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

The Company was in compliance with all covenants of the credit agreement at April 29, 2023.

As of April 29, 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 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.

As of April 29, 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.

The objective of the interest rate swaps is to hedge the variability of cash flows resulting from fluctuations in the reference rate.

2 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 $ 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.

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 $ 677 and $ 89 during the 13 weeks ended April 29, 2023 and April 30, 2022, respectively, and $ 1,425 and $ 262 during the 39 weeks ended April 29, 2023 and April 30, 2022, respectively, from Accumulated other comprehensive income to Interest expense.

The notional value of the interest rate swaps were $ 79,255 as of April 29, 2023.

The fair value of interest rate swaps recorded in Other assets in the consolidated balance sheets is $ 7,637 as of April 29, 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