What changed in this filing

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Item 1. Financial Statements

2024-06-05 compared with 2024-03-06 · 51 added, 49 removed, 323 unchanged (24% of the section changed)

46 unchanged sentences

Authorized 20,000 shares;

issued 11,556 shares at January 27, 2024 and 11,563 shares at July 29, 2023

issued 11,562 shares at April 27, 2024 and 11,563 shares at July 29, 2023

78,955 76,179

1 unchanged sentence

Authorized 20,000 shares;

issued and outstanding 4,204 shares at January 27, 2024 and July 29, 2023

issued and outstanding 4,204 shares at April 27, 2024 and July 29, 2023

Retained earnings 368,525 343,497

1 unchanged sentence

Less treasury stock, Class A, at cost:

968 shares at January 27, 2024 and 912 shares at July 29, 2023

977 shares at April 27, 2024 and 912 shares at July 29, 2023

( 19,904 ) ( 18,327 )

7 unchanged sentences

13 Weeks Ended 39 Weeks Ended

2024 January 28,

2023 January 27,

2024 January 28,

2024 April 29,

2023 April 27,

2024 April 29,

Sales $ 546,396 $ 529,294 $ 1,658,329 $ 1,612,848

22 unchanged sentences

13 Weeks Ended 39 Weeks Ended

2024 January 28,

2023 January 27,

2024 January 28,

2024 April 29,

2023 April 27,

2024 April 29,

Net income $ 8,966 $ 11,017 $ 35,030 $ 34,422

Other comprehensive income:

Unrealized (losses) gains on interest rate swaps, net of tax (1) ( 1,477 ) ( 1,203 ) ( 700 ) 1,562

Unrealized gains (losses) on interest rate swaps, net of tax (1) 738 ( 445 ) 38 1,117

Amortization of pension actuarial gain, net of tax (2) ( 75 ) ( 96 ) ( 224 ) ( 288 )

Comprehensive income $ 9,629 $ 10,476 $ 34,844 $ 35,251

(1) Amount is net of tax of $ 680 and $ 540 for the 13 weeks ended January 27, 2024 and January 28, 2023, respectively, and $ 323 and $ 702 for the 26 weeks ended January 27, 2024 and January 28, 2023, respectively.

(2) Amount is net of tax of $ 34 and $ 43 for the 13 weeks ended January 27, 2024 and January 28, 2023, respectively, and $ 69 and $ 86 for the 26 weeks ended January 27, 2024 and January 28, 2023, respectively.

(1) Amount is net of tax of $ 339 and $ 201 for the 13 weeks ended April 27, 2024 and April 29, 2023, respectively, and $ 16 and $ 501 for the 39 weeks ended April 27, 2024 and April 29, 2023, respectively.

(2) Amount is net of tax of $ 34 and $ 43 for the 13 weeks ended April 27, 2024 and April 29, 2023, respectively, and $ 103 and $ 129 for the 39 weeks ended April 27, 2024 and April 29, 2023, respectively.

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

4 unchanged sentences

(In thousands) (Unaudited)

13 Weeks Ended January 27, 2024 and January 28, 2023

13 Weeks Ended April 27, 2024 and April 29, 2023

Common Stock Class B

5 unchanged sentences

Shares Issued Amount Shares Issued Amount Retained Earnings Shares Amount

Balance, October 28, 2023

Balance, January 27, 2024

11,556 $ 78,000 4,204 $ 683 $ 362,862 $ 7,285 968 $ ( 19,685 ) $ 429,145

Net income — — — — 8,966 — — — 8,966

Other comprehensive loss, net of tax of $ 714

Other comprehensive income, net of tax of $ 305

— — — — — 663 — — 663

1 unchanged sentence

Treasury stock purchases — — — — — — 9 ( 219 ) ( 219 )

Restricted shares forfeited ( 12 ) ( 52 ) — — — — — — ( 52 )

Share-based compensation expense 6 955 — — — — — — 955

Balance, January 27, 2024

Balance, April 27, 2024

11,562 $ 78,955 4,204 $ 683 $ 368,525 $ 7,948 977 $ ( 19,904 ) $ 436,207

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

26 Weeks Ended January 27, 2024 and January 28, 2023

39 Weeks Ended April 27, 2024 and April 29, 2023

Common Stock Class B

14 unchanged sentences

Share-based compensation expense 20 2,856 — — — — — — 2,856

Balance, January 27, 2024

Balance, April 27, 2024

11,562 $ 78,955 4,204 $ 683 $ 368,525 $ 7,948 977 $ ( 19,904 ) $ 436,207

5 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

5 unchanged sentences

39 Weeks Ended

2024 January 28,

2024 April 29,

CASH FLOWS FROM OPERATING ACTIVITIES

28 unchanged sentences

Treasury stock purchases ( 1,577 ) ( 3,739 )

Net cash (used in) provided by financing activities ( 13,446 ) 5,682

Net cash used in financing activities ( 19,883 ) ( 4,256 )

NET DECREASE IN CASH AND CASH EQUIVALENTS ( 26,965 ) ( 10,207 )

12 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 27, 2024 and the consolidated statements of operations, comprehensive income and cash flows for the 13 and 26 weeks ended January 27, 2024 and January 28, 2023 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 27, 2024 and the consolidated statements of operations, comprehensive income and cash flows for the 13 and 39 weeks ended April 27, 2024 and April 29, 2023 of Village Super Market, Inc.

(“Village” or the “Company”).

1 unchanged sentence

Annual Report on Form 10-K, which should be read in conjunction with these financial statements.

The results of operations for the periods ended January 27, 2024 are not necessarily indicative of the results to be expected for the full year.

The results of operations for the periods ended April 27, 2024 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 27, 2024 January 28, 2023 January 27, 2024 January 28, 2023

April 27, 2024 April 29, 2023 April 27, 2024 April 29, 2023

Amount % Amount % Amount % Amount %

8 unchanged sentences

MERCHANDISE INVENTORIES

At January 27, 2024 and July 29, 2023, approximately 64 % 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 $ 22,154 and $ 21,238 higher than reported at January 27, 2024 and July 29, 2023, respectively.

At April 27, 2024 and July 29, 2023, approximately 64 % 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 $ 22,637 and $ 21,238 higher than reported at April 27, 2024 and July 29, 2023, respectively.

NET INCOME PER SHARE

10 unchanged sentences

13 Weeks Ended 39 Weeks Ended

2024 January 28,

2023 January 27,

2024 January 28,

2024 April 29,

2023 April 27,

2024 April 29,

Net income $ 8,966 $ 11,017 $ 35,030 $ 34,422

4 unchanged sentences

13 Weeks Ended 39 Weeks Ended

January 27, 2024 January 27, 2024

April 27, 2024 April 27, 2024

Class A Class B Class A Class B

8 unchanged sentences

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

5 unchanged sentences

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

Outstanding stock options to purchase Class A shares of 85 and 90 were excluded from the calculation of diluted net income per share at January 27, 2024 and January 28, 2023, respectively, as a result of their anti-dilutive effect.

In addition, 496 and 358 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 27, 2024 and January 28, 2023, respectively, due to their anti-dilutive effect.

Outstanding stock options to purchase Class A shares of 2 and 90 were excluded from the calculation of diluted net income per share at April 27, 2024 and April 29, 2023, respectively, as a result of their anti-dilutive effect.

In addition, 485 and 507 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 27, 2024 and April 29, 2023, 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 January 27, 2024, the Company held variable rate notes receivable due from Wakefern of $ 32,962 that earned interest at the prime rate plus .75 % and matured on February 15, 2024, $ 32,275 that earn interest at the prime rate plus .50 % and mature on August 15, 2027 and $ 33,317 that earn interest at the prime rate plus .50 % and mature on September 28, 2027.

The Company invested $ 33,338 of the proceeds received from the notes that matured on February 15, 2024 in variable rate notes receivable from Wakefern that earn interest at the SOFR plus 2.25 % and mature on February 15, 2029.

On February 15, 2024, notes receivable due from Wakefern of $ 33,338 that earned interest at the prime rate plus .75 % matured.

The Company invested all of the proceeds received in variable rate notes receivable from Wakefern that earn interest at the SOFR plus 2.25 % and mature on February 15, 2029.

At April 27, 2024, the Company held variable rate notes receivable due from Wakefern of $ 32,999 that earn interest at the prime rate plus .50 % and mature on August 15, 2027, $ 34,065 that earn interest at the prime rate plus .50 % and mature on September 28, 2027, and $ 33,656 that earn interest at the SOFR plus 2.25 % and mature on February 15, 2029.

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 27, 2024 and July 29, 2023 are $ 114,033 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 $ 4,395 as of January 27, 2024.

Included in cash and cash equivalents at April 27, 2024 and July 29, 2023 are $ 95,070 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 a 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 $ 4,419 as of April 27, 2024.

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 January 27, 2024, Village has invested $ 14,700 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 26 weeks ended January 27, 2024.

As of April 27, 2024, Village has invested $ 15,579 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 39 weeks ended April 27, 2024.

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 27, 2024), 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 27, 2024), 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 27, 2024.

As of January 27, 2024, $ 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 27, 2024.

As of April 27, 2024, $ 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 27, 2024, 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.

As of April 27, 2024, 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.

4 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 $ 775 and $ 506 during the 13 weeks ended January 27, 2024 and January 28, 2023, respectively, and $ 1,555 and $ 748 during the 26 weeks ended January 27, 2024 and January 28, 2023, respectively, from Accumulated other comprehensive income to Interest expense.

The notional value of the interest rate swaps were $ 72,227 as of January 27, 2024.

The fair value of interest rate swaps recorded in Other assets in the consolidated balance sheets is $ 8,112 as of January 27, 2024.

The Company reclassified $ 748 and $ 677 during the 13 weeks ended April 27, 2024 and April 29, 2023, respectively, and $ 2,304 and $ 1,425 during the 39 weeks ended April 27, 2024 and April 29, 2023, respectively, from Accumulated other comprehensive income to Interest expense.

The notional value of the interest rate swaps were $ 69,885 as of April 27, 2024.

The fair value of interest rate swaps recorded in Other assets in the consolidated balance sheets is $ 9,189 as of April 27, 2024.

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