What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-10-10 compared with 2023-10-11 · 58 added, 130 removed, 690 unchanged (21% of the section changed)

69 unchanged sentences

Depreciation and amortization 33,449 34,002

Impairment of assets 2,125 —

Operating income 62,053 65,546

19 unchanged sentences

Other comprehensive income:

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

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

Unrealized (loss) gain on interest rate swaps, net of tax (1) ( 1,373 ) 2,308

Amortization of pension actuarial gain, net of tax (2) ( 379 ) ( 342 )

Pension remeasurement, net of tax (3) 197 9

Pension settlement loss, net of tax (4) — 24

Total other comprehensive income 1,999 15,199

Total other comprehensive (loss) income ( 1,555 ) 1,999

Comprehensive income $ 48,907 $ 51,715

1 unchanged sentence

(2) Amounts are net of tax of $ 59 and $ 214 for 2024 and 2023, respectively.

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

(3) Amounts are net of tax of $ 6 and $ 1,349 for 2023 and 2022, respectively.

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

(3) Amounts are net of tax of $ 31 and $ 6 for 2024 and 2023, respectively.

(4) Amount is net of tax of $ 15 for 2023.

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

20 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

4 unchanged sentences

Dividends — — — — ( 13,341 ) — — — ( 13,341 )

Exercise of stock options — 14 — — — — ( 2 ) 31 45

Treasury stock purchases — — — — — — 89 ( 2,211 ) ( 2,211 )

1 unchanged sentence

Share-based compensation expense 24 4,134 — — — — — — 4,134

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

Balance, July 27, 2024

11 unchanged sentences

Non-cash share-based compensation 3,993 3,274

Non-cash pension settlement charges — 10,856

Deferred taxes ( 170 ) ( 2,088 )

Provision to value inventories at LIFO 551 2,622

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

Impairment of assets 2,125 —

(Gain) Loss on sale of assets ( 233 ) 257

Changes in assets and liabilities:

15 unchanged sentences

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from exercise of stock options 45 —

Excess tax benefit related to share-based compensation 25 279

5 unchanged sentences

Net cash used in financing activities ( 26,485 ) ( 10,007 )

NET INCREASE IN CASH AND CASH EQUIVALENTS 6,078 18,518

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ( 23,649 ) 6,078

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

4 unchanged sentences

NONCASH SUPPLEMENTAL DISCLOSURES:

Investment in Wakefern and increase in notes payable to Wakefern $ 31 $ —

Capital expenditures included in accounts payable and accrued expenses $ 5,972 $ 5,591

5 unchanged sentences

Village Super Market, Inc.

(the “Company” or “Village”) operates a chain of 34 supermarkets under the ShopRite and Fairway names in New Jersey, Maryland, New York and eastern Pennsylvania and four specialty markets under the Gourmet Garage name in New York City.

(the “Company” or “Village”) operates a chain of 34 supermarkets under the ShopRite and Fairway names in New Jersey, Maryland, New York and eastern Pennsylvania and three specialty markets under the Gourmet Garage name in New York City.

The Company is a member of Wakefern Food Corporation ("Wakefern"), the nation's largest retailer-owned food cooperative and owner of the ShopRite, Fairway and Gourmet Garage names.

22 unchanged sentences

Payment collected from customers for sale of these gift cards is passed on to Wakefern as they can be redeemed at other locations, including those operated by Wakefern or other Wakefern members.

Revenue is recognized and a receivable from Wakefern is recorded when a customer redeems these gift cards to purchase products or services.

Revenue is recognized and a receivable from Wakefern is recorded when a customer redeems these gift cards to purchase products or services at the Company's stores.

Disaggregated Revenues

23 unchanged sentences

Merchandise inventories

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.

At July 27, 2024 and July 29, 2023, approximately 64 % 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 $ 21,789 and $ 21,238 higher than reported in fiscal 2024 and 2023, 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, five to 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 seven years for store fixtures and equipment, and three to seven years for computer equipment and software, 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.

43 unchanged sentences

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

In Fiscal 2024, the Company recognized an impairment charge of $ 2,125 related to the closure of the automated micro-fulfillment center in south NJ.

Goodwill and indefinite-lived intangible assets

10 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.

8 unchanged sentences

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

2024 July 29,

Class A Class B Class A Class B

6 unchanged sentences

Net income per share is as follows:

2024 July 29,

Class A Class B Class A Class B

1 unchanged sentence

Diluted $ 3.40 $ 2.46 $ 3.38 $ 2.45

Outstanding stock options to purchase Class A shares of 88 and 97 were excluded from the calculation of diluted net income per share at July 29, 2023 and July 30, 2022, respectively, as a result of their anti-dilutive effect.

Outstanding stock options to purchase Class A shares of 88 were excluded from the calculation of diluted net income per share at July 29, 2023 as a result of their anti-dilutive effect.

In addition, 456 and 503 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 July 27, 2024 and July 29, 2023, respectively, due to their anti-dilutive effect.

40 unchanged sentences

2028 - $ 25 ;

2028 - $ 56 ;

and $ 0 thereafter.

13 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 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.

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 July 27, 2024, the Company held variable rate notes receivable due from Wakefern of $ 33,740 that earn interest at the prime rate plus .50 % and mature on August 15, 2027, $ 34,829 that earn interest at the prime rate plus .50 % and mature on September 28, 2027 and $ 34,293 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.

14 unchanged sentences

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

The principal purpose of the Credit Facility is to finance general corporate and working capital requirements, Village’s

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

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

Among other things, the Credit Facility provides for:

9 unchanged sentences

An interest rate swap 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.

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 %.

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

• An unsecured $ 10,000 term loan issued on September 1, 2022 repayable in equal monthly installments based on a seven -year amortization schedule through September 4, 2029 and bearing interest at the applicable SOFR plus 1.35 %.

An interest rate swap for a notional amount equal to the term loan fixes the base SOFR at 2.95 % per annum through September 4, 2029, resulting in a fixed effective interest rate of 4.30 % on the term loan.

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 %.

• A secured $ 7,125 term loan issued on January 27, 2023 repayable in equal monthly installments based on a fifteen -year amortization schedule through January 27, 2038 and bearing interest at the applicable SOFR plus 1.75 %.

An interest rate swap for a notional amount equal to the term loan fixes the base SOFR at 3.59 % per annum through January 27, 2038, resulting in a fixed effective interest rate of 5.34 % on the term loan.

The term loan is secured by the Vineland store shopping center.

The Credit Facility also provides for up to $ 25,000 of letters of credit ($ 7,336 outstanding at July 27, 2024), which secure obligations for store leases and construction performance guarantees to municipalities.

36 unchanged sentences

The swaps replaced the applicable reference rate with fixed interest rates and payments are settled monthly when payments are made on the variable-rate loans.

The Company's derivatives qualify and have been designated as cash flow hedges of interest rate risk.

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 and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings.

8 unchanged sentences

The components of the provision for income taxes are:

2024 July 29,

Current $ 12,348 $ 14,749

25 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 27, 2024 and July 29, 2023.

The effective income tax rate differs from the statutory federal income tax rate as follows:

2024 July 29,

Statutory federal income tax rate 21.0 % 21.0 %

41 unchanged sentences

Supplemental cash flow information related to leases is as follows:

2024 July 29,

Cash paid for amounts in the measurement of lease liabilities

8 unchanged sentences

The Company has ownership interests in four real estate partnerships.

Village paid aggregate rents to two of these partnerships for leased stores of $ 1,568 and $ 1,556 in fiscal 2023 and 2022, respectively, and has related aggregate lease obligations of $ 15,996 at July 29, 2023.

Village paid aggregate rents to three of these partnerships for leased stores of $ 1,827 and $ 1,568 in fiscal 2024 and 2023, respectively, and has related aggregate lease obligations of $ 15,733 at July 27, 2024.

One of these partnerships is a variable interest entity, which is not consolidated as Village is not the primary beneficiary.

1 unchanged sentence

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

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.

The Company subleased the Vineland store from Wakefern under a sublease agreement which provided for annual rent of $ 413 in fiscal 2023.

The sublease contained normal periodic rent increases and options to extend the lease.

The sublease agreement was terminated upon the acquisition of the Vineland store shopping center in fiscal 2023.

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 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.

Employees' Retirement Plan related to the termination and related liquidation of the plan's assets (see note 9).

The Company made open market purchases of $ 1,854 under this repurchase program in fiscal 2024 and none in fiscal 2023.

The Company's share repurchase program had $ 1,349 and $ 3,203 remaining at July 27, 2024 and July 29, 2023, respectively.

In fiscal 2024 and 2023, the Company purchased $ 357 and $ 3,739 , respectively, in shares of Class A Common Stock that were surrendered in satisfaction of withholding taxes in connection with the vesting of restricted shares in each of the fiscal years.

Village has two share-based compensation plans, which are described below.

8 unchanged sentences

The following table summarizes option activity under all plans for the following years:

2024 July 29,

Shares Weighted-average

4 unchanged sentences

Forfeited ( 84 ) 28.82 ( 9 ) 31.81

Expired — $ — — $ —

Outstanding at end of year 2 $ 25.47 88 $ 28.72

8 unchanged sentences

The following table summarizes restricted stock activity under all plans for the following years:

2024 July 29,

Shares Weighted-average

9 unchanged sentences

The Company declared and paid cash dividends on common stock as follows:

2024 July 29,

Class A common stock $ 1.00 $ 1.00

3 unchanged sentences

$ 13,341 $ 13,193

NOTE 9 — PENSION PLANS

Company-Sponsored Pension Plans

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 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.

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.

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

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

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:

Changes in Benefit Obligation:

Benefit obligation at beginning of year $ 7,513 $ 73,229

Service cost 135 187

Interest cost 279 1,306

Benefits paid ( 36 ) ( 676 )

Settlement ( 315 ) ( 54,742 )

Actuarial loss ( 279 ) ( 11,791 )

Benefit obligation at end of year $ 7,297 $ 7,513

Changes in Plan Assets:

Fair value of plan assets at beginning of year $ 2,944 $ 63,047

Actual return on plan assets ( 189 ) ( 6,170 )

Employer contributions — 1,485

Benefits paid ( 36 ) ( 676 )

Settlements paid ( 315 ) ( 54,742 )

Fair value of plan assets at end of year 2,404 2,944

Funded status at end of year $ 4,893 $ 4,569

Amounts recognized in the consolidated balance sheets:

Pension liabilities 4,893 4,569

Accumulated other comprehensive income

( 1,652 ) ( 1,962 )

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

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

The Company expects approximately $ 438 of the net actuarial gain, excluding the impact of any potential plan settlements, to be recognized as a component of net periodic benefit costs in fiscal 2024.

The accumulated benefit obligations of the plans were $ 7,297 and $ 7,513 at July 29, 2023 and July 30, 2022, respectively.

The following information is presented for those plans with an accumulated benefit obligation in excess of plan assets:

Projected benefit obligation $ 7,297 $ 7,513

Accumulated benefit obligation 7,297 7,513

Fair value of plan assets 2,404 2,944

Weighted average assumptions used to determine benefit obligations and net periodic pension cost for the Company’s defined benefit plans were as follows:

Assumed discount rate — net periodic pension cost 3.77 % 2.44 %

Assumed discount rate — benefit obligation 4.85 % 3.77 %

Assumed rate of increase in compensation levels 4.50 % 4.50 %

Expected rate of return on plan assets 5.75 % 5.25 %

Investments in the pension trusts are overseen by the trustees of the plans, who are officers of Village.

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.

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

The investment allocation to fixed income instruments will increase as each plans' funded status increases.

The target allocations for plan assets are 30 - 50 % equity securities, 50 - 70 % fixed income securities and 0 - 10 % cash.

Asset allocations are reviewed periodically and appropriate rebalancing is performed.

Equity securities include investments in large-cap, small-cap and mid-cap companies located both in and outside the United States.

Fixed income securities include U.S.

treasuries, mortgage-backed securities and corporate bonds of companies from diversified industries.

Investments in securities are made through mutual funds.

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

The plans do not allow for investments in derivative instruments.

The fair value of the pension assets were as follows:

July 29, 2023 July 30, 2022

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

Equity securities:

Mutual/Collective Trust Funds -

(1) 750 750 915 915

Mutual/Collective Trust Funds - International (1) 248 248 301 301

Fixed income securities:

Mutual/Collective Trust Funds - Fixed Income (1) 1,406 1,406 1,728 1,728

Total $ 2,404 $ 2,404 $ 2,944 $ 2,944

(1) Includes pools of investments that are measured at fair value using the Net Asset Value (NAV) per share (or its equivalent) practical expedient.

The NAV is based on the underlying net assets owned by the fund and the relative interest of each participating investor in the fair value of the underlying assets.

The underlying investments are classified as either level 1 or 2 of the fair value hierarchy.

Based on actuarial assumptions, estimated future defined benefit payments, which may be significantly impacted by participant elections related to retirement dates and forms of payment, are as follows:

2028 - 2031 850

The Company expects contributions to its defined benefit pension plans to be immaterial in fiscal 2024.

Multi-Employer Plans

NOTE 9 — BENEFIT PLANS

Multi-Employer Pension Plans

The Company contributes to three multi-employer pension plans under collective bargaining agreements covering union-represented employees.

41 unchanged sentences

Company contributions under these plans were $ 3,339 and $ 3,118 in fiscal 2024 and 2023, respectively.

Defined Benefit Plans

In fiscal 2024, 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 second plan is an unfunded, nonqualified plan providing supplemental pension benefits to certain executives.

Pension liabilities were $ 5,113 and $ 4,893 as of July 27, 2024 and July 29, 2023, respectively, and net periodic pension cost for the plans was immaterial for both fiscal 2024 and 2023.

NOTE 10 — COMMITMENTS and CONTINGENCIES

59 unchanged sentences

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-K

Item 8. Financial Statements and Supplementary Data