What changed in this filing

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Item 1. Financial Statements

2024-12-04 compared with 2024-06-05 · 52 added, 95 removed, 279 unchanged (35% of the section changed)

9 unchanged sentences

Patronage dividend receivable 21,632 16,068

Notes receivable from Wakefern — 31,483

Income taxes receivable 367 2,252

34 unchanged sentences

Authorized 20,000 shares;

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

issued 11,634 shares at October 26, 2024 and 11,559 shares at July 27, 2024

81,067 80,186

1 unchanged sentence

Authorized 20,000 shares;

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

issued and outstanding 4,125 shares at October 26, 2024 and 4,204 shares at July 27, 2024

Retained earnings 390,097 380,618

1 unchanged sentence

Less treasury stock, Class A, at cost:

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

998 shares at October 26, 2024 and 999 shares at July 27, 2024

( 20,491 ) ( 20,507 )

6 unchanged sentences

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

13 Weeks Ended 39 Weeks Ended

2024 April 29,

2023 April 27,

2024 April 29,

13 Weeks Ended

2024 October 28,

Sales $ 557,697 $ 536,354

21 unchanged sentences

(In thousands) (Unaudited)

13 Weeks Ended 39 Weeks Ended

2024 April 29,

2023 April 27,

2024 April 29,

13 Weeks Ended

2024 October 28,

Net income $ 12,803 $ 11,585

Other comprehensive income:

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

Unrealized (losses) gains on interest rate swaps, net of tax (1) ( 393 ) 777

Amortization of pension actuarial gain, net of tax (2) ( 67 ) ( 75 )

Comprehensive income $ 12,343 $ 12,287

(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.

(1) Amount is net of tax of $ 178 and $ 357 for the 13 weeks ended October 26, 2024 and October 28, 2023, respectively.

(2) Amount is net of tax of $ 31 and $ 34 for the 13 weeks ended October 26, 2024 and October 28, 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 April 27, 2024 and April 29, 2023

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 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 income, net of tax of $ 305

— — — — — 663 — — 663

Dividends — — — — ( 3,303 ) — — — ( 3,303 )

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

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

Balance, April 27, 2024

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

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

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

13 Weeks Ended October 26, 2024 and October 28, 2023

Common Stock Class B

11 unchanged sentences

Dividends — — — — ( 3,324 ) — — — ( 3,324 )

Treasury stock purchases — — — — — — 65 ( 1,577 ) ( 1,577 )

Exercise of stock options — 6 — — — — ( 1 ) 16 22

Restricted shares forfeited ( 4 ) ( 44 ) — — — — — — ( 44 )

Share-based compensation expense — 906 — — — — — — 906

Balance, April 27, 2024

Conversion of Class B shares to Class A shares 79 13 ( 79 ) ( 13 ) — — — — —

Balance, October 26, 2024

11,634 $ 81,067 4,125 $ 670 $ 390,097 $ 6,119 998 $ ( 20,491 ) $ 457,462

8 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

13 Weeks Ended

2024 April 29,

2024 October 28,

CASH FLOWS FROM OPERATING ACTIVITIES

19 unchanged sentences

Investment in notes receivable from Wakefern ( 2,202 ) ( 2,139 )

Maturity of notes receivable from Wakefern 33,338 28,850

Investment in real estate partnership ( 339 ) ( 1,813 )

1 unchanged sentence

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of long-term debt — 17,125

Proceeds from exercise of stock options 21 —

Principal payments of long-term debt ( 2,711 ) ( 2,698 )

Debt issuance costs — ( 33 )

Dividends ( 3,324 ) ( 3,350 )

15 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 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.

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 26, 2024 and the consolidated statements of operations, comprehensive income and cash flows for the 13 weeks ended October 26, 2024 and October 28, 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 April 27, 2024 are not necessarily indicative of the results to be expected for the full year.

The results of operations for the period ended October 26, 2024 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 27, 2024 April 29, 2023 April 27, 2024 April 29, 2023

Amount % Amount % Amount % Amount %

13 Weeks Ended

October 26, 2024 October 28, 2023

Amount % Amount %

Center Store (1) $ 333,193 59.7 % $ 320,924 59.8 %

7 unchanged sentences

MERCHANDISE INVENTORIES

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.

At October 26, 2024 and July 27, 2024, 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 $ 21,907 and $ 21,789 higher than reported at October 26, 2024 and July 27, 2024, respectively.

NET INCOME PER SHARE

9 unchanged sentences

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

13 Weeks Ended 39 Weeks Ended

2024 April 29,

2023 April 27,

2024 April 29,

13 Weeks Ended

2024 October 28,

Net income $ 12,803 $ 11,585

Distributed and allocated undistributed Net income to unvested restricted shareholders

330 370 1,310 1,013

Net income available to Class A and Class B shareholders $ 12,366 $ 11,145

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

13 Weeks Ended 39 Weeks Ended

April 27, 2024 April 27, 2024

Class A Class B Class A Class B

13 Weeks Ended

October 26, 2024

Class A Class B

Net income allocated, basic

6 unchanged sentences

Weighted average shares outstanding, diluted 14,306 4,200

13 Weeks Ended 39 Weeks Ended

April 29, 2023 April 29, 2023

Class A Class B Class A Class B

13 Weeks Ended

October 28, 2023

Class A Class B

Net income allocated, basic $ 8,782 $ 2,363

4 unchanged sentences

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

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.

Outstanding stock options to purchase Class A shares of 0 and 86 were excluded from the calculation of diluted net income per share at October 26, 2024 and October 28, 2023, respectively, as a result of their anti-dilutive effect.

In addition, 452 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 October 26, 2024 and October 28, 2023, respectively, due to their anti-dilutive effect.

RELATED PARTY INFORMATION

A description of the Company’s transactions with Wakefern, its principal supplier, and with other related parties is included in the Company’s Annual Report on Form 10-K for the year ended July 27, 2024.

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.

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.

At October 26, 2024, the Company held variable rate notes receivable due from Wakefern of $ 34,500 that earn interest at the prime rate plus .50 % and mature on August 15, 2027, $ 35,613 that earn interest at the prime rate plus .50 % and mature on September 28, 2027 and $ 34,951 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 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 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.

Included in cash and cash equivalents at October 26, 2024 and July 27, 2024 are $ 96,946 and $ 97,126 , 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 the Village Old Bridge replacement store with an operating lease obligation of $ 4,363 as of October 26, 2024.

Village will fund its share of project costs estimated to be up to $ 20,000 over the three year life of the project.

As of October 26, 2024, Village has invested $ 17,694 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 26, 2024.

COMMITMENTS and CONTINGENCIES

24 unchanged sentences

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 %.

• 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 %.

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.

• 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 October 26, 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 April 27, 2024.

As of April 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 October 26, 2024.

As of October 26, 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 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.

As of October 26, 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 $ 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.

The Company reclassified $ 695 and $ 781 during the 13 weeks ended October 26, 2024 and October 28, 2023, respectively, from Accumulated other comprehensive income to Interest expense.

The notional value of the interest rate swaps were $ 65,200 as of October 26, 2024.

The fair value of interest rate swaps recorded in Other assets in the consolidated balance sheets is $ 6,786 as of October 26, 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