What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-12-06 compared with 2023-06-07 · 65 added, 132 removed, 268 unchanged (42% of the section changed)

10 unchanged sentences

Notes receivable from Wakefern 32,211 31,483

Income taxes receivable 46 631

Other current assets 17,683 17,313

33 unchanged sentences

Authorized 20,000 shares;

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

issued 11,568 shares at October 28, 2023 and 11,563 shares at July 29, 2023

77,103 76,179

1 unchanged sentence

Authorized 20,000 shares;

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

issued and outstanding 4,204 shares at October 28, 2023 and July 29, 2023

Retained earnings 351,732 343,497

1 unchanged sentence

Less treasury stock, Class A, at cost:

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

944 shares at October 28, 2023 and 912 shares at July 29, 2023

( 19,109 ) ( 18,327 )

6 unchanged sentences

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

13 Weeks Ended 39 Weeks Ended

2023 April 30,

2022 April 29,

2023 April 30,

13 Weeks Ended

2023 October 29,

Sales $ 536,354 $ 519,689

3 unchanged sentences

Depreciation and amortization 8,506 8,547

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

Operating income 14,150 15,176

Interest expense ( 1,064 ) ( 1,087 )

Interest income 3,825 1,968

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

Income before income taxes 16,911 16,057

Income taxes 5,326 4,976

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

Net income (loss) per share:

Net income $ 11,585 $ 11,081

Net income per share:

Class A common stock:

9 unchanged sentences

(In thousands) (Unaudited)

13 Weeks Ended 39 Weeks Ended

2023 April 30,

2022 April 29,

2023 April 30,

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

13 Weeks Ended

2023 October 29,

Net income $ 11,585 $ 11,081

Other comprehensive income:

Unrealized (losses) gains on interest rate swaps, net of tax (1) ( 445 ) 2,572 1,117 4,122

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

Unrealized gains on interest rate swaps, net of tax (1) 777 2,765

Amortization of pension actuarial gain, net of tax (2) ( 75 ) ( 96 )

Comprehensive income $ 12,287 $ 13,750

(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.

(1) Amount is net of tax of $ 357 and $ 1,242 for the 13 weeks ended October 28, 2023 and October 29, 2022, respectively.

(2) Amounts are net of tax of $ 34 and $ 43 for the 13 weeks ended October 28, 2023 and October 29, 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 April 29, 2023 and April 30, 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, January 28, 2023

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

Net income — — — — 11,017 — — — 11,017

Other comprehensive loss, net of tax of $ 244

— — — — — ( 541 ) — — ( 541 )

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, April 29, 2023

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

Balance, January 29, 2022

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

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

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

— — — — — 12,828 — — 12,828

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

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

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

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

Balance, April 30, 2022

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

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

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

Common Stock Class B

8 unchanged sentences

Net income — — — — 11,585 — — — 11,585

Other comprehensive income, net of tax of $ 372

Other comprehensive loss, net of tax of $ 323

— — — — — 702 — — 702

3 unchanged sentences

Share-based compensation expense 14 952 — — — — — — 952

Balance, April 29, 2023

Balance, October 28, 2023

11,568 $ 77,103 4,204 $ 683 $ 351,732 $ 8,836 944 $ ( 19,109 ) $ 419,245

5 unchanged sentences

Dividends — — — — ( 3,252 ) — — — ( 3,252 )

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

Restricted shares forfeited ( 12 ) ( 129 ) — — — — — — ( 129 )

Share-based compensation expense — 608 — — — — — — 608

Balance, April 30, 2022

Balance, October 29, 2022

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

5 unchanged sentences

13 Weeks Ended

2023 April 30,

2023 October 29,

CASH FLOWS FROM OPERATING ACTIVITIES

3 unchanged sentences

Non-cash share-based compensation 924 608

Non-cash pension settlement charges — 10,811

Deferred taxes ( 207 ) 103

22 unchanged sentences

Dividends ( 3,350 ) ( 3,252 )

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

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

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

Treasury stock purchases ( 782 ) —

Net cash (used in) provided by financing activities ( 6,830 ) 4,385

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ( 6,137 ) ( 15,585 )

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 140,910 134,832

4 unchanged sentences

NONCASH SUPPLEMENTAL DISCLOSURES:

Investment in Wakefern and increase in notes payable to Wakefern $ 38 $ —

Capital expenditures included in accounts payable and accrued expenses $ 5,086 $ 5,427

Lease obligations obtained in exchange for right-of-use assets $ 908 $ —

See notes to consolidated financial statements.

2 unchanged sentences

BASIS OF PRESENTATION and ACCOUNTING POLICIES

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal and recurring accruals) necessary to present fairly the consolidated financial position as of April 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.

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

The results of operations for the period ended October 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 39 Weeks Ended

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

Amount % Amount % Amount % Amount %

13 Weeks Ended

October 28, 2023 October 29, 2022

Amount % Amount %

Center Store (1) $ 320,924 59.8 % $ 311,824 60.0 %

7 unchanged sentences

MERCHANDISE INVENTORIES

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.

At October 28, 2023 and July 29, 2023, approximately 63 % and 64 %, 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 $ 21,704 and $ 21,238 higher than reported at October 28, 2023 and July 29, 2023, 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 (loss) to Net income available to Class A and Class B shareholders:

13 Weeks Ended 39 Weeks Ended

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

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

13 Weeks Ended

2023 October 29,

Net income $ 11,585 $ 11,081

Distributed and allocated undistributed Net income to unvested restricted shareholders

Net income available to Class A and Class B shareholders $ 11,145 $ 10,777

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

April 29, 2023 April 29, 2023

Class A Class B Class A Class B

Net income (loss) allocated, basic

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

13 Weeks Ended

October 28, 2023

Class A Class B

Net income allocated, basic

$ 8,782 $ 2,363

Conversion of Class B to Class A shares 2,363 —

Net income (loss) allocated, diluted

Net income allocated, diluted

$ 11,145 $ 2,363

2 unchanged sentences

Weighted average shares outstanding, diluted 14,350 4,204

13 Weeks Ended 39 Weeks Ended

April 30, 2022 April 30, 2022

Class A Class B Class A Class B

13 Weeks Ended

October 29, 2022

Class A Class B

Net income allocated, basic $ 8,402 $ 2,376

Conversion of Class B to Class A shares 2,376 —

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

Net income allocated, diluted $ 10,778 $ 2,376

2 unchanged sentences

Weighted average shares outstanding, diluted 14,157 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 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

Net periodic pension cost for the two defined benefit pension plans sponsored in fiscal 2023 and the three defined

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

13 Weeks Ended 39 Weeks Ended

2023 April 30,

2022 April 29,

2023 April 30,

Service cost $ 34 $ 47 $ 101 $ 140

Interest cost on projected benefit obligations 70 420 210 1,261

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

Net periodic pension cost $ ( 54 ) $ 12,480 $ ( 163 ) $ 12,848

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.

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.

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

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

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

Outstanding stock options to purchase Class A shares of 86 and 93 were excluded from the calculation of diluted net income per share at October 28, 2023 and October 29, 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 October 28, 2023 and October 29, 2022, respectively, due to their anti-dilutive effect.

RELATED PARTY INFORMATION

3 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 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.

At October 28, 2023, the Company held variable rate notes receivable due from Wakefern of $ 32,211 that earn interest at the prime rate plus .75 % and mature on February 15, 2024, $ 31,559 that earn interest at the prime rate plus .50 % and mature on August 15, 2027 and $ 32,578 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 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.

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

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.

Included in cash and cash equivalents at October 28, 2023 and July 29, 2023 are $ 116,520 and $ 122,028 , 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 an operating lease obligation of $ 4,304 as of October 28, 2023.Village will fund its share of project costs estimated to be $ 15,000 to $ 20,000 over the two to three year life of the project.

As of October 28, 2023, Village has invested $ 12,688 into the real estate partnership, which is accounted for as an equity method investment included in Investments in Real Estate Partnerships 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 13 weeks ended October 28, 2023.

COMMITMENTS and CONTINGENCIES

23 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 for $ 9,800 in the first quarter of fiscal 2022.

The term loan is secured by the Galloway store shopping center acquired 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.

7 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 April 29, 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 October 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 April 29, 2023.

As of April 29, 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 October 28, 2023.

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

New Markets Tax Credit Financing

8 unchanged sentences

The loan to the Investment Fund is recorded in Other assets in the consolidated balance sheets.

The Investment Fund then contributed the proceeds to a CDE, which, in turn, loaned combined funds of $ 6,563 , net of debt issuance costs, to Village Super Market of NY, LLC, a wholly-owned subsidiary of the Company, at an interest rate of 1.000 % per year with a maturity date of December 31, 2051.

of 1.000 % per year with a maturity date of December 31, 2051.

These loans are secured by the leasehold improvements and equipment related to the construction of the Bronx store.

15 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 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.

As of October 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.

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

3 unchanged sentences

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.

The Company reclassified $ 781 and $ 243 during the 13 weeks ended October 28, 2023 and October 29, 2022, respectively, from Accumulated other comprehensive income to Interest expense.

The notional value of the interest rate swaps were $ 74,570 as of October 28, 2023.

The fair value of interest rate swaps recorded in Other assets in the consolidated balance sheets is $ 10,269 as of October 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