What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2023-10-11 compared with 2022-10-13 · 91 added, 99 removed, 729 unchanged (21% of the section changed)

50 unchanged sentences

Authorized 20,000 shares;

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

issued and outstanding 4,204 shares at July 29, 2023 and 4,294 shares at July 30, 2022

Retained earnings 343,497 306,974

Accumulated other comprehensive income (loss) 6,135 ( 9,064 )

Accumulated other comprehensive income 8,134 6,135

Less treasury stock, Class A, at cost:

9 unchanged sentences

2023 July 30,

(52 Weeks) (53 Weeks)

Sales $ 2,166,654 $ 2,061,084

3 unchanged sentences

Depreciation and amortization 34,002 33,122

Impairment of assets — 2,900

Operating income 65,546 38,948

17 unchanged sentences

2023 July 30,

(52 Weeks) (53 Weeks)

Net income $ 49,716 $ 26,830

Other comprehensive income (loss):

Other comprehensive income:

Unrealized gain on interest rate swaps, net of tax (1) 2,308 3,398

Amortization of pension actuarial loss, net of tax (2) 233 409

Amortization of pension actuarial (gain) loss, net of tax (2) ( 342 ) 233

Pension remeasurement, net of tax (3) 9 3,012

Pension settlement loss, net of tax (4) 24 8,556

Total other comprehensive income (loss) 15,199 ( 313 )

Total other comprehensive income 1,999 15,199

Comprehensive income $ 51,715 $ 42,029

18 unchanged sentences

Balance, July 31, 2021

10,978 $ 70,594 4,294 $ 697 $ 293,185 $ ( 9,064 ) 724 $ ( 13,939 ) $ 341,473

Net income — — — — 26,830 — — — 26,830

2 unchanged sentences

Dividends — — — — ( 13,041 ) — — — ( 13,041 )

Treasury stock purchases — — — — — — 26 ( 649 ) ( 649 )

Restricted shares forfeited ( 16 ) ( 198 ) — — — — — — ( 198 )

1 unchanged sentence

Balance, July 30, 2022

10,971 $ 72,891 4,294 $ 697 $ 306,974 $ 6,135 750 $ ( 14,588 ) $ 372,109

Net income — — — — 49,716 — — — 49,716

5 unchanged sentences

Share-based compensation expense 512 3,321 — — — — — — 3,321

Conversion of Class B shares to Class A shares 90 14 ( 90 ) ( 14 ) — — — — —

Balance, July 29, 2023

11,563 $ 76,179 4,204 $ 683 $ 343,497 $ 8,134 912 $ ( 18,327 ) $ 410,166

See notes to consolidated financial statements.

4 unchanged sentences

July 29, 2023 July 30, 2022

(52 Weeks) (53 Weeks)

CASH FLOWS FROM OPERATING ACTIVITIES

6 unchanged sentences

Provision to value inventories at LIFO 2,622 3,295

Impairment of assets — 2,900

Gain on sale of assets ( 346 ) ( 5,103 )

Loss (Gain) on sale of assets 257 ( 346 )

Changes in assets and liabilities:

12 unchanged sentences

Investment in real estate partnerships ( 5,865 ) ( 5,010 )

Maturity of notes receivable from Wakefern 28,850 —

Net cash used in investing activities ( 88,428 ) ( 46,417 )

CASH FLOWS FROM FINANCING ACTIVITIES

Excess tax benefit related to share-based compensation 279 —

Proceeds from issuance of long-term debt 17,125 7,350

Principal payments of long-term debt ( 10,446 ) ( 8,299 )

Payments on revolving line of credit — ( 50,000 )

Debt issuance costs ( 33 ) ( 51 )

9 unchanged sentences

NONCASH SUPPLEMENTAL DISCLOSURES:

Investment in Wakefern and increase in notes payable to Wakefern $ — $ 2,872

Capital expenditures included in accounts payable and accrued expenses $ 5,591 $ 3,784

13 unchanged sentences

The Company and its subsidiaries utilize a 52-53 week fiscal year ending on the last Saturday in the month of July.

Fiscal 2022 contains 52 weeks and fiscal 2021 contains 53 weeks.

Fiscal 2023 and 2022 contain 52 weeks.

Use of estimates

1 unchanged sentence

generally accepted accounting principles, management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Some of the more significant estimates are patronage dividends, pension accounting assumptions, accounting for contingencies, accounting for derivative instruments and hedging activities, and the impairment of long-lived assets, goodwill and indefinite-lived intangible assets.

Some of the more significant estimates are patronage dividends, accounting for contingencies, accounting for derivative instruments and hedging activities, and the impairment of long-lived assets, goodwill and indefinite-lived intangible assets.

Actual results could differ from those estimates.

25 unchanged sentences

Cost of sales consists of costs of inventory, inbound freight charges, and production costs at the Company's centralized commissary, including materials, labor and overhead.

Depreciation expense of $ 1,709 and $ 1,583 related to the centralized commissary is included in cost of sales in fiscal 2023 and 2022, respectively.

The Company receives vendor allowances and rebates, including the patronage dividend and amounts received as a pass through from Wakefern, related to the Company’s buying and merchandising activities.

8 unchanged sentences

Merchandise inventories

Approximately 61 % of merchandise inventories are stated at the lower of LIFO (last-in, first-out) cost or market.

At April 29, 2023 and July 30, 2022, approximately 64 % and 61 %, respectively, of merchandise inventories are stated at the lower of LIFO (last-in, first-out) cost or market.

If the FIFO (first-in, first-out) method had been used, inventories would have been $ 21,238 and $ 18,616 higher than reported in fiscal 2023 and 2022, respectively.

4 unchanged sentences

Maintenance and repairs are expensed as incurred.

Depreciation is provided on a straight-line basis over estimated useful lives of thirty years for buildings, ten years for store fixtures and equipment, and three years for computer equipment, shopping carts and vehicles.

Depreciation is provided on a straight-line basis over estimated useful lives of thirty years for buildings, five to ten years for store fixtures and equipment, and three years for computer equipment, shopping carts and vehicles.

Leasehold improvements are amortized over the shorter of the related lease terms or the estimated useful lives of the related assets.

27 unchanged sentences

Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows are considered cash flow hedges.

The Company records changes in the fair value of its interest rate swap contracts to Accumulated other comprehensive income (loss), net of taxes, as the Company has elected to designate its swaps as cash flow hedges and apply hedge accounting when the hedging relationship has satisfied the criteria necessary to apply hedge accounting.

The Company records changes in the fair value of its interest rate swap contracts to Accumulated other comprehensive income, net of taxes, as the Company has elected to designate its swaps as cash flow hedges and apply hedge accounting when the hedging relationship has satisfied the criteria necessary to apply hedge accounting.

Additional information on derivative and hedging activities is provided in Note 5.

13 unchanged sentences

If impairment is indicated, it is measured by comparing the fair value of the long-lived asset groups to their carrying value.

For the year ended July 31, 2021 the Company recorded an impairment of long-lived assets for one Gourmet Garage store of $ 514 .

Goodwill and indefinite-lived intangible assets

4 unchanged sentences

The fair value of trade names are estimated based on the discounted cash flow model using the relief from royalty method.

For the year ended July 31, 2021 the Company recorded an impairment of the Fairway trade name of $ 2,386 .

Net income per share

4 unchanged sentences

The two-class method is an earnings allocation formula that calculates basic and diluted net income per share for each class of common stock separately based on dividends declared and participation rights in undistributed earnings.

Under the two-class method, Class A common stock is assumed to receive a 54 % greater participation in undistributed earnings than Class B common stock, in accordance with the classes' respective dividend rights.

Under the two-class method, Class A common

stock is assumed to receive a 54 % greater participation in undistributed earnings than Class B common stock, in accordance with the classes' respective dividend rights.

Unvested share-based payment awards that contain nonforfeitable rights to dividends are treated as participating securities and therefore included in computing net income per share using the two-class method.

3 unchanged sentences

2023 July 30,

2021 July 25, 2020

(52 Weeks) (53 Weeks) (53 Weeks)

Net income $ 49,716 $ 26,830

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

Net income income available to Class A and Class B shareholders

Distributed and allocated undistributed Net income to unvested restricted shareholders

Net income available to Class A and Class B shareholders

$ 48,127 $ 26,053

17 unchanged sentences

The Company recognizes the funded status of its Company sponsored retirement plans on the consolidated balance sheet.

Actuarial gains or losses, curtailments, prior service costs or credits, and transition obligations not previously recognized are recorded as a component of Accumulated other comprehensive income (loss).

Actuarial gains or losses, curtailments, prior service costs or credits, and transition obligations not previously recognized are recorded as a component of Accumulated other comprehensive income.

The Company uses July 31 as the measurement date for these plans.

26 unchanged sentences

Village fulfilled the above obligation in fiscal 2023 and 2022.

The Company also has an investment of approximately 9.4 % in Insure-Rite, Ltd., a Wakefern affiliated company, which provides Village with workers' compensation, liability and property insurance coverage.

The Company also has an investment of approximately 8.8 % in Insure-Rite, Ltd., a Wakefern affiliated company, which provides Village with liability and property insurance coverage.

Wakefern has increased from time to time the required investment in its common stock for each supermarket owned by a member, with the exact amount per store computed based on the amount of each store’s purchases from Wakefern.

15 unchanged sentences

Patronage dividends and other vendor allowances and rebates amounted to $ 43,967 and $ 39,038 in fiscal 2023 and 2022, respectively.

Wakefern provides the Company with support services in numerous areas including advertising, workers' compensation, liability and property insurance, supplies, certain equipment purchasing, coupon processing, certain financial accounting applications, retail technology support, and other store services.

Wakefern provides the Company with support services in numerous areas including advertising, liability and property insurance, supplies, certain equipment purchasing, coupon processing, certain financial accounting applications, retail technology support, and other store services.

Village incurred charges of $ 42,678 and $ 47,877 from Wakefern in fiscal 2023 and 2022, respectively, for non-merchandise products and services, which are reflected in operating and administrative expense in the consolidated statements of operations.

Additionally, the Company has certain related party leases (see Note 7) with Wakefern.

At July 30, 2022, the Company held variable rate notes receivable due from Wakefern of $ 28,627 that earn interest at the prime rate plus 1.25 % and matured on August 15, 2022 and $ 29,157 that earn interest at the prime rate plus .75 % and mature on February 15, 2024.

The Company invested $ 28,850 of the proceeds received from the notes that matured on August 15, 2022 in variable rate notes receivable from Wakefern that earn interest at the prime rate plus .50 % and mature on August 15, 2027.

On August 15, 2022, notes receivable due from Wakefern of $28,850 that earned interest at the prime rate plus 1.25 % matured.

The Company invested all of the proceeds received in variable rate notes receivable from Wakefern that earn interest at the prime rate plus .50 % and mature on August 15, 2027.

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 July 29, 2023, the Company held variable rate notes receivable due from Wakefern of $ 31,483 that earn interest at the prime rate plus .75 % and mature on February 15, 2024, $ 30,865 that earn interest at the prime rate plus .50 % and mature on August 15, 2027 and $ 31,861 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.

13 unchanged sentences

Credit Facility

On January 28, 2022, the Company entered into an amended and restated credit agreement of the Company’s $ 150,500 credit facility (the “Credit Facility”) with Wells Fargo National Bank, National Association (“Wells Fargo”).

The notable changes from the previous agreement include:

(1) Modification of the reference rate from the London Interbank Offered Rate ("LIBOR") to the Secured Overnight Financing Rate ("SOFR") as a result of the expected cessation of LIBOR, (2) The execution of a fifteen -year $ 7,350 secured term loan to finance the acquisition of the Galloway store shopping center and (3) Modification of the definition of Total Adjusted Debt for the purpose of determining the maximum adjusted debt to EBITDAR ratio financial covenant, as defined in the Credit Facility.

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

fiscal 2020 acquisition of certain Fairway assets and certain capital expenditures.

Among other things, the Credit Facility provides for:

• An unsecured revolving line of credit providing a maximum amount available for borrowing of $ 75,000 .

Indebtedness under this agreement bears interest at the applicable SOFR plus 1.10 % and expires on May 6, 2025.

Indebtedness under this agreement bears interest at the applicable Secured Overnight Financing Rate ("SOFR") plus 1.10 % and expires on May 6, 2025.

• An unsecured $ 25,500 term loan issued on May 12, 2020, repayable in equal monthly installments based on a seven -year amortization schedule through May 4, 2027 and bearing interest at the applicable SOFR plus 1.46 %.

Prior to the January 28, 2022 amendment to the credit facility, interest accrued on the unsecured term loan at the applicable LIBOR plus 1.35 %.

An interest rate swap with notional amounts equal to the term loan fixed the base LIBOR at .41 %, resulting in a fixed effective rate of 1.76 %.

In February 2022, the Company executed an amendment and restatement of the interest rate swap that changes the reference rate to SOFR and fixes the base SOFR at .26 % per annum through May 4, 2027, resulting in a fixed effective interest rate of 1.72 % on the term loan.

An interest rate swap with notional amounts equal to the term loan fixes the base SOFR at .26 % per annum through May 4, 2027, resulting in a fixed effective interest rate of 1.72 % on the term loan.

• A secured $ 50,000 term loan issued on September 1, 2020 repayable in equal monthly installments based on a fifteen -year amortization schedule through September 4, 2035 and bearing interest at the applicable SOFR plus 1.61 %.

Prior to the January 28, 2022 amendment to the credit facility, interest accrued on the secured term loan at the applicable LIBOR plus 1.50 %.

An interest rate swap with notional amounts equal to the term loan fixed the base LIBOR at .69 %, resulting in a fixed effective rate of 2.19 %.

In February 2022, the Company executed an amendment and restatement of the interest rate swap related to the term loan that changes the reference rate to SOFR and fixes the base SOFR at .57% per annum through September 1, 2035, resulting in a fixed effective interest rate of 2.18 % on the term loan.

An interest rate swap with notional amounts equal to the term loan fixes the base SOFR at .57 % per annum through September 4, 2035, resulting in a fixed effective interest rate of 2.18 % on the term loan.

The term loan is secured by real properties of Village Super Market, Inc.

1 unchanged sentence

• 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.

An interest rate swap for a notional amount 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 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.

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

The unsecured term loan is repayable in equal monthly installments based on a seven year amortization schedule through September 4, 2029 and bears interest at the applicable SOFR plus 1.35 %.

Village also executed an interest rate swap for a notional amount equal to the term loan amount that fixes the base SOFR at 2.95 %, resulting in a fixed effective rate of 4.30 %.

This loan qualified for an interest rate subsidy program with Wakefern on financing related to certain capital expenditure projects.

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

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 July 29, 2023), which secure obligations for store leases and construction performance guarantees to municipalities.

1 unchanged sentence

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

As of July 29, 2023, $ 67,664 remained available under the unsecured revolving line of credit.

The carrying values of the Company’s long-term debt related to the Company's Credit Facility approximate their fair value as interest is charged at variable market rates.

3 unchanged sentences

The NMTC program was provided for in the Community Renewal Tax Relief Act of 2000 (the “Act”) and is intended to induce capital investment in qualified lower income communities.

The Act permits taxpayers to claim credits against their Federal income taxes for up to 39% of qualified investments in the equity of community development entities

The Act permits taxpayers to claim credits against their Federal income taxes for up to 39% of qualified investments in the equity of community development entities (“CDEs”).

CDEs are privately managed investment institutions that are certified to make qualified low-income community investments.

18 unchanged sentences

NOTE 5 — DERIVATIVES AND HEDGING ACTIVITIES

The Company is exposed to interest rate risk arising from fluctuations in LIBOR and SOFR related to the Company’s Credit Facility.

The Company is exposed to interest rate risk arising from fluctuations in SOFR related to the Company’s Credit Facility.

The Company manages exposure to this risk and the variability of related cash flows primarily by the use of derivative financial instruments, specifically, interest rate swaps.

1 unchanged sentence

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 July 30, 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 July 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.

2 unchanged sentences

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 $ 262 and $ 328 during the fiscal years ended July 30, 2022 and July 31, 2021, respectively, from Accumulated other comprehensive income (loss) to Interest expense.

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:

Scope", respectively.

These standards provide temporary optional expedients and exceptions for the application of GAAP to certain contract modifications, hedging relationships, and other arrangements that are expected to be impacted by the global transition away from certain reference rates, such as LIBOR.

The guidance was effective upon issuance and, once adopted, may be applied prospectively to contract modifications and hedging relationships through December 31, 2022.

In fiscal 2022, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives.

Additionally, we elected to apply expedients related to the modification of hedged transactions related to reference rate reform.

of these expedients preserves the presentation of derivatives consistent with past presentation.

The adoption of this portion of the ASU did not have a material impact to our consolidated financial statements.

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 4).

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

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 $ 2,179 and $ 262 during the fiscal years ended July 29, 2023 and July 30, 2022, respectively, from Accumulated other comprehensive income to Interest expense.

The notional value of the interest rate swaps were $ 76,912 as of July 29, 2023.

32 unchanged sentences

A valuation allowance is provided when it is more likely than not that some portion of the deferred tax assets will not be realized.

In management’s opinion, in view of the Company’s previous, current and projected taxable income and reversal of deferred tax liabilities, such tax assets will more likely than not be fully realized.

In management’s opinion, in view of the Company’s previous, current and projected taxable income and reversal of

deferred tax liabilities, such tax assets will more likely than not be fully realized.

Accordingly, no valuation allowance was deemed to be required at July 29, 2023 and July 30, 2022.

47 unchanged sentences

Financing cash flows from finance leases 815 750

Lease obligations obtained in exchange for right-of-use assets (non-cash) 5,724 29,940

Related party leases

The Company leases a supermarket from a realty firm 30 % owned by certain officers of Village.

The Company paid rent to related parties under this lease of $ 735 and $ 704 in fiscal 2022 and 2021, respectively, and has a related lease obligation of $ 2,545 at July 30, 2022.

The Company paid rent to related parties under this lease of $ 735 in both fiscal 2023 and 2022, and has a related lease obligation of $ 1,851 at July 29, 2023.

This lease expires in fiscal 2026 with options to extend at increasing annual rent.

4 unchanged sentences

Village is a general partner entitled to 33 % of the partnership's profits and losses.

The Company subleases the Galloway and Vineland stores from Wakefern under sublease agreements which provided for combined annual rents of $ 959 and $ 1,355 in fiscal 2022 and 2021, respectively, and has related aggregate lease obligations of $ 607 at July 30, 2022.

Both leases contain normal periodic rent increases and options to extend the lease.

On October 13, 2021, Village completed the acquisition of the Galloway store shopping center for $ 9,800 .

The Company subleased the Galloway and Vineland stores from Wakefern under sublease agreements which provided for combined annual rents of $ 413 and $ 959 in fiscal 2023 and 2022.

Both leases contained normal periodic rent increases and options to extend the lease.

The sublease agreements were terminated upon the acquisition of the Galloway store shopping center in fiscal 2022 and Vineland store shopping center in fiscal 2023 for $ 9,800 and $ 9,500 , respectively.

NOTE 8 — SHAREHOLDERS’ EQUITY

10 unchanged sentences

The Company maintains share repurchase programs that comply with Rule 10b5-1 under the Securities Exchange Act of 1934.

Repurchases of Village Class A common stock may be made from time to time through a variety of methods, including open market purchases and other negotiated transactions.

Repurchases of Village Class A common stock may be made from time to time through a variety of methods, including open

market purchases and other negotiated transactions.

In September 2019, the Company's Board of Directors authorized an incremental $ 5,000 share repurchase program, supplementing the existing authorization.

The Company made open market purchases totaling $ 2,482 under this repurchase program in fiscal 2021 and an additional $ 1,907 in shares of Class A Common Stock were surrendered in satisfaction of withholding taxes in connection with the vesting of restricted shares in fiscal 2021.

The Company did not make any open market purchases under this repurchase program in fiscal 2023 and 2022.

The Company's share repurchase program had $ 3,203 remaining at July 29, 2023 and July 30, 2022.

In fiscal 2023, the Company purchased $ 3,739 in shares of Class A Common Stock that were surrendered in satisfaction of withholding taxes in connection with the vesting of restricted shares in fiscal 2023.

In fiscal 2022, the Company purchased 23 shares totaling $ 561 from the Village Super Market, Inc.

6 unchanged sentences

There are 1,200 shares of Class A common stock authorized for issuance to employees and directors under the 2016 Plan.

Terms and conditions

of awards are determined by the Board of Directors.

Terms and conditions of awards are determined by the Board of Directors.

Restricted stock awards primarily cliff vest three years from the date of grant.

36 unchanged sentences

Company-Sponsored Pension Plans

The Company sponsored three defined benefit pension plans.

Two of the plans are tax-qualified plans, one covering members of a union, which is frozen and participants no longer earn service credit, and the other covering nonunion associates, which was terminated in fiscal 2022.

In fiscal 2023, the Company sponsored two defined benefit pension plans.

One of the plans is a tax-qualified plan covering members of a union, which is frozen and participants no longer earn service credit.

Benefits under the union plan are based on a fixed amount for each year of service, and benefits under the nonunion plan are based upon percentages of annual compensation.

Funding for these plans is based on an analysis of the specific requirements and an evaluation of the assets and liabilities of each plan.

The third plan is an unfunded, nonqualified plan providing supplemental pension benefits to certain executives.

Net periodic pension cost for the plans include the following components:

Service cost $ 187 $ 216

Interest cost on projected benefit obligation 1,306 1,689

Expected return on plan assets ( 1,258 ) ( 1,932 )

Loss on settlement 12,341 587

Amortization of gains and losses 335 588

Net periodic pension cost $ 12,911 $ 1,148

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

The second plan is an unfunded, nonqualified plan providing supplemental pension benefits to certain executives.

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

Employees’ Retirement Plan.

3 unchanged sentences

Employees’ Retirement Plan remain as of July 29, 2023.

The Company recognized a $ 12,296 pre-tax settlement charge as a result of the termination, including a $ 10,856 non-cash charge for unrecognized losses within accumulated other comprehensive loss as of the termination date.

In fiscal 2022, the Company recognized a $ 12,296 pre-tax settlement charge as a result of the termination, including a $ 10,856 non-cash charge for unrecognized losses within accumulated other comprehensive loss as of the termination date.

Additionally, the Company recognized a settlement loss of $ 39 and $ 45 in fiscal 2023 and 2022, respectively, for plans where benefits paid exceeded the sum of the service cost and interest cost components of net periodic pension cost.

Net periodic pension cost for the plans include the following components:

Service cost $ 135 $ 187

Interest cost on projected benefit obligation 279 1,306

Expected return on plan assets ( 75 ) ( 1,258 )

Loss on settlement 39 12,341

Amortization of net (gains) and losses ( 556 ) 335

Net periodic pension cost $ ( 178 ) $ 12,911

The changes in benefit obligations and the reconciliation of the funded status of the Company’s plans to the consolidated balance sheets were as follows:

17 unchanged sentences

Pension liabilities 4,893 4,569

Accumulated other comprehensive loss (income), net of income taxes ( 1,962 ) 9,833

Amounts included in Accumulated other comprehensive income (loss) (pre-tax):

Accumulated other comprehensive income

( 1,652 ) ( 1,962 )

Amounts included in Accumulated other comprehensive income (pre-tax):

Net actuarial loss $ ( 2,370 ) $ ( 2,872 )

12 unchanged sentences

The Company utilizes a liability-driven investment ("LDI") strategy.

A LDI strategy focuses on maintaining a close to fully-funded status over the long-term with minimal funded status risk.

A LDI strategy focuses on maintaining a close to fully-funded status over the long-

term with minimal funded status risk.

This is achieved by investing more of the plan assets in fixed income instruments to more closely match the duration of the plan liability.

6 unchanged sentences

Investments in securities are made through mutual funds.

In addition, the terminated Village Super Market, Inc.

Employees’ Retirement Plan plan held Class A common stock of Village in the amount of $ 512 at July 31, 2021.

Risk management is accomplished through diversification across asset classes and fund strategies, multiple investment portfolios and investment guidelines.

2 unchanged sentences

July 29, 2023 July 30, 2022

Asset Category Assets Measured at NAV Total Level 1 Assets Measured at NAV Total

Cash $ — $ — $ 83 $ — $ 83

Asset Category Assets Measured at NAV Total Assets Measured at NAV Total

Equity securities:

Company stock — — 512 — 512

Mutual/Collective Trust Funds -

31 unchanged sentences

2022 Surcharge

Pension Plan of Local 464A (1) 22-6051600-001 Green Green N/A $ 808 $ 874 N/A August 2025

UFCW Local 1262 & Employers Pension Fund (2), (4) 22-6074414-001 Red Red Implemented 2,745 2,721 No October 2023

UFCW Regional Pension Plan (3), (4) 16-6062287-074 Red Red Implemented $ 1,288 $ 1,260 No June 2024

Pension Plan of Local 464A (1) 22-6051600- 001

Green Green N/A $ 887 $ 808 N/A August 2025

UFCW Local 1262 & Employers Pension Fund (2), (4) 22-6074414- 001

Red Red Implemented 2,671 2,745 No October 2027

UFCW Regional Pension Plan (3), (4) 16-6062287- 074

Red Red Implemented $ 1,305 $ 1,288 No June 2024

Total Contributions $ 4,863 $ 4,841

17 unchanged sentences

Approximately 92 % of our employees are covered by collective bargaining agreements.

Contracts with the Company’s seven unions have or will expire between October 2023 and December 2026.

None of our associates are represented by unions whose contracts have already expired or expire within one year .

Contracts with the Company’s seven unions have or will expire between June 2024 and October 2027.

18 % of our associates are represented by unions whose contracts have already expired or expire within one year .

Any work stoppages could have an adverse impact on our financial results.

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.

NOTE 11 — SUBSEQUENT EVENT

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

The unsecured term loan is repayable in equal monthly installments based on a seven year amortization schedule through September 4, 2029 and bears interest at the applicable SOFR plus 1.35 %.

Village also executed an interest rate swap for a notional amount equal to the term loan amount that fixes the base SOFR at 2.95 %, resulting in a fixed effective rate of 4.30 %.

This loan qualified for an interest rate subsidy program with Wakefern on financing related to certain capital expenditure projects.

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

Report of Independent Registered Public Accounting Firm

52 unchanged sentences

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What changed 10-K

Item 8. Financial Statements and Supplementary Data