What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2024-12-04 compared with 2024-06-05 · 39 added, 89 removed, 152 unchanged (46% of the section changed)

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The ShopRite Price Plus and Fairway Insider customer loyalty programs enable Village to offer continuity programs, focus on target marketing initiatives and to offer discounts and attach digital coupons directly to a customer's loyalty card.

Online grocery ordering for in-store pick up or home delivery is available in all of our ShopRite stores through shoprite.com, the ShopRite app or through third party service providers.

Online grocery ordering for in-store pick up or home delivery is available in all of our ShopRite stores through either shoprite.com, the ShopRite app or through third party service providers.

Additionally, the ShopRite Order Express app enables customers to pre-order deli, catering, specialty occasion cakes and other items.

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To promote production efficiency, product quality and consistency, the Company operates a centralized commissary supplying certain products in deli, bakery, prepared foods and other perishable product categories to all stores.

The Company also owns and operates an automated micro-fulfillment center to facilitate online order fulfillment for the south New Jersey stores.

The Company’s stores, eight of which are owned, average 56,000 total square feet.

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replacement ShopRite store in Old Bridge, NJ, that replaced our existing 32,000 sq.

On August 14, 2022, we converted the Pelham, NY store from the Fairway banner to the ShopRite banner and a major remodel of the store was completed in late October 2022.

On November 1, 2023, Village closed an 8,400 sq.

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and hourly labor rates.

NON-GAAP MEASURES

The accompanying Consolidated Financial Statements, including the related notes, are presented in accordance with generally accepted accounting principles ("GAAP").

We provide non-GAAP measures, including Adjusted net income and Adjusted operating and administrative expenses as management believes these supplemental measures are useful to investors and analysts.

These non-GAAP financial measures should not be reviewed in isolation or considered as a substitute for our financial results as reported in accordance with GAAP, nor as an alternative to net income, operating and administrative expense or any other GAAP measure of performance.

Adjusted net income and Adjusted operating and administrative expense are useful to investors because they provide supplemental measures that exclude the financial impact of certain items that affect period-to-period comparability.

Management and the Board of Directors use these measures as they provide greater transparency in assessing ongoing operating performance on a period-to-period basis.

Other companies may have different definitions of Non-GAAP Measures and provide for different adjustments, and comparability to the Company's results of operations may be impacted by such differences.

The Company's presentation of Non-GAAP Measures should not be construed as an implication that its future results will be unaffected by unusual or non-recurring items.

The following tables reconciles Net income to Adjusted net income and Operating and administrative expenses to Adjusted operating and administrative expenses:

13 Weeks Ended 39 Weeks Ended

2024 April 29,

2023 April 27,

2024 April 29,

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

Adjustments to Operating Expenses:

Store pre-opening costs (1) $ 907 $ — $ 907 $ —

Litigation settlement gain (2) — (1,200) — (1,200)

Adjustments to Income Taxes:

Tax impact of adjustments to operating expenses (281) 372 (281) 372

Adjusted net income $ 9,592 $ 10,189 $ 35,656 $ 33,594

Operating and administrative expenses $ 137,650 $ 128,787 $ 404,419 $ 384,452

Adjustments to operating and administrative expenses (907) 1,200 (907) 1,200

Adjusted operating and administrative expenses $ 136,743 $ 129,987 $ 403,512 $ 385,652

Adjusted operating and administrative expenses as a % of sales 25.03 % 24.56 % 24.33 % 23.91 %

(1) Fiscal 2024 pre-opening costs are associated with opening of the Old Bridge, NJ ShopRite replacement store opened on March 17, 2024.

(2) Fiscal 2023 litigation settlement gains are related to claims associated with the Fairway acquisition and liabilities associated thereto.

RESULTS OF OPERATIONS

The following table sets forth the major components of the Consolidated Statements of Operations as a percentage of sales:

13 Weeks Ended 39 Weeks Ended

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

13 Weeks Ended

October 26, 2024 October 28, 2023

Sales 100.00 % 100.00 %

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Net income 2.30 % 2.16 %

Sales were $546,396 in the 13 weeks ended April 27, 2024, an increase of 3.2% compared to the 13 weeks ended April 29, 2023.

Sales were $557,697 in the 13 weeks ended October 26, 2024, an increase of 4.0% compared to the 13 weeks ended October 28, 2023.

Sales increased due to an increase in same store sales of 2.4% and the opening of the Old Bridge, NJ replacement store on March 17, 2024, partially offset by the impact of the closure of a Gourmet Garage location on November 1, 2023.

Same store sales increased due primarily to retail price inflation, digital sales growth, higher pharmacy sales and continued growth in recently remodeled stores.

Same store sales increased due primarily to digital sales growth, higher pharmacy sales and continued growth in recently remodeled stores.

New stores, replacement stores and stores with banner changes are included in same store sales in the quarter after the store has been in operation for four full quarters.

Store renovations and expansions are included in same store sales immediately.

Sales were $1,658,329 in the 39 weeks ended April 27, 2024, an increase of 2.8% compared to the 39 weeks ended April 29, 2023.

Sales increased due to an increase in same store sales of 2.2%, increased sales due to the opening of the Old Bridge, NJ replacement store on March 17, 2024 and the remodel and conversion of the Pelham, NY Fairway to the ShopRite banner on August 15, 2022 partially offset by the impact of the closure of a Gourmet Garage location on November 1, 2023.

Same store sales increased due primarily to retail price inflation, digital sales growth, higher pharmacy sales and continued growth in recently remodeled stores.

Gross Profit .

Gross profit as a percentage of sales decreased .03% in the 13 weeks ended April 27, 2024 compared to the 13 weeks ended April 29, 2023 due primarily to higher promotional spending (.17%) and an unfavorable change in product mix (.17%) partially offset by higher patronage dividends and rebates received from Wakefern (.08%), decreased warehouse assessment charges from Wakefern (.18%) and decreased LIFO charges (.05%).

Gross profit as a percentage of sales increased .25% in the 39 weeks ended April 27, 2024 compared to the 39 weeks ended April 29, 2023 due primarily to increased departmental gross margin percentages (.27%), increased patronage dividends and rebates received from Wakefern (.19%), decreased warehouse assessment charges from Wakefern (.04%) and decreased LIFO charges (.04%) partially offset by higher promotional spending (.17%) and an unfavorable change in product mix (.12%).

Department gross margins increased due primarily to improvements in commissary operations.

Gross profit as a percentage of sales increased .51% in the 13 weeks ended October 26, 2024 compared to the 13 weeks ended October 28, 2023 due primarily to increased patronage dividends and rebates received from Wakefern (.35%), decreased warehouse assessment charges from Wakefern (.20%), increased departmental gross margin percentages (.14%) and lower LIFO charges (.06%) partially offset by an unfavorable change in product mix (.20%) and higher promotional spending (.04%).

Operating and Administrative Expense.

Operating and administrative expense as a percentage of sales increased .86% in the 13 weeks ended April 27, 2024 compared to the 13 weeks ended April 29, 2023.

Adjusted operating and administrative expenses increased .47% to 25.03% in the 13 weeks ended April 27, 2024 compared to 24.56% in the 13 weeks ended April 29, 2023.

The increase in Adjusted operating and administrative expenses is due primarily to increased labor costs and fringe benefits (.23%), increased external fees associated with digital sales growth (.10%), expanded store security (.08%), software licensing associated with retail and commissary technology investments (.07%) and higher facility repair and maintenance costs (.06%).

Higher labor and fringe benefit costs due primarily to minimum wage and demand driven pay rate increases and higher union health and welfare plan costs.

Operating and administrative expense as a percentage of sales increased .55% in the 39 weeks ended April 27, 2024 compared to the 39 weeks ended April 29, 2023.

Adjusted operating and administrative expenses increased .42% to 24.33% in the 39 weeks ended April 27, 2024 compared to 23.91% in the 39 weeks ended April 29, 2023.

The increase in Adjusted operating and administrative expenses is due primarily to increased labor costs and fringe benefits (.15%), increased external fees associated with digital sales growth (.06%), expanded store security (.07%), software licensing associated with retail and commissary technology investments (.05%) and higher facility repair and maintenance costs (.08%).

Higher labor and fringe benefit costs due primarily to minimum wage and demand driven pay rate increases and higher union health and welfare plan costs.

Operating and administrative expense as a percentage of sales increased .37% in the 13 weeks ended October 26, 2024 compared to the 13 weeks ended October 28, 2023 due primarily to increased employee costs (.27%), increased external fees associated with digital sales growth (.22%) and higher utility costs (.11%) partially offset by operating leverage on fixed occupancy costs (.16%) and lower supply spending (.05%).

Employee costs increased due primarily to minimum wage and demand driven pay rate increases and higher fringe benefit costs, including self-insured medical plans and multi-employer union health and welfare plan benefits.

Depreciation and Amortization .

Depreciation and amortization expense decreased in the 13 and 39 weeks ended April 27, 2024 compared to the 13 and 39 weeks ended April 29, 2023 due primarily to the timing of capital expenditures.

Depreciation and amortization expense decreased in the 13 weeks ended October 26, 2024 compared to the 13 weeks ended October 28, 2023 due primarily to the timing of capital expenditures.

Interest Expense .

Interest expense decreased in the 13 and 39 weeks ended April 27, 2024 compared to the 13 and 39 weeks ended April 29, 2023 due primarily to lower average outstanding debt balances.

Interest expense decreased in the 13 weeks ended October 26, 2024 compared to the 13 weeks ended October 28, 2023 due primarily to lower average outstanding debt balances.

Interest Income .

Interest income increased in the 13 and 39 weeks ended April 27, 2024 compared to the 13 and 39 weeks ended April 29, 2023 due primarily to higher interest rates and larger amounts invested in variable rate notes receivable from Wakefern and demand deposits at Wakefern.

Interest income decreased in the 13 weeks ended October 26, 2024 compared to the 13 weeks ended October 28, 2023 due primarily to lesser amounts invested in demand deposits at Wakefern.

Income Taxes.

The effective income tax rate was 30.1% in the 13 weeks ended April 27, 2024 compared to 31.6% in the 13 weeks ended April 29, 2023.

The decrease in the effective tax rate is due primarily to realization of work opportunity tax credits greater than estimated.

The effective income tax rate was 31.1% in the 39 weeks ended April 27, 2024 compared to 31.2% in the 39 weeks ended April 29, 2023.

Net income was $8,966 in the 13 weeks ended April 27, 2024 compared to $11,017 in the 13 weeks ended April 29, 2023.

Adjusted net income was $9,592 in the 13 weeks ended April 27, 2024, a decrease of 6% compared to $10,189 in the 13 weeks ended April 29, 2023.

Net income was $35,030 in the 39 weeks ended April 27, 2024 compared to $34,422 in the 39 weeks ended April 29, 2023.

Adjusted net income was $35,656 in the 39 weeks ended April 27, 2024, an increase of 6% compared to $33,594 in the 39 weeks ended April 29, 2023.

The effective income tax rate was 31.2% in the 13 weeks ended October 26, 2024 compared to 31.5% in the 13 weeks ended October 28, 2023.

Net income was $12,803 in the 13 weeks ended October 26, 2024 compared to $11,585 in the 13 weeks ended October 28, 2023.

CRITICAL ACCOUNTING POLICIES

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The Company’s critical accounting policies relating to the impairment of long-lived assets, goodwill and indefinite-lived intangible assets and accounting for patronage dividends earned as a stockholder of Wakefern, are described in the Company’s Annual Report on Form 10-K for the year ended July 27, 2024.

A s of April 27, 2024, there have been no changes to the critical accounting policies contained therein.

A s of October 26, 2024, there have been no changes to the critical accounting policies contained therein.

The preparation of financial statements in conformity with U.S.

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LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities was $58,040 in the 39 weeks ended April 27, 2024 compared to $68,244 in the corresponding period of the prior year.

The change in cash flows from operating activities in fiscal 2024 was primarily due to changes in working capital partially offset by an increase in net income.

Working capital changes, including Other assets and

liabilities, decreased cash flows from operating activities by $6,934 in fiscal 2024 compared to an increase of $3,525 in fiscal 2023.

Net cash provided by operating activities was $20,175 in the 13 weeks ended October 26, 2024 compared to $18,379 in the corresponding period of the prior year.

The change in cash flows from operating activities in fiscal 2025 was primarily due to an increase in net income and changes in working capital.

Working capital changes, including Other assets and liabilities, decreased cash flows from operating activities by $2,522 in fiscal 2025 compared to a decrease of $3,317 in fiscal 2024.

The change in impact of working capital is due primarily to the timing of tax payments.

During the 39 weeks ended April 27, 2024, Village used cash to fund capital expenditures of $54,103, dividends of $10,002, principal payments of long-term debt of $8,304, share repurchases of $1,577, an investment in a real estate partnership for the development of a retail center in Old Bridge, New Jersey of $4,704 and additional net investments of $6,511 in notes receivable from Wakefern.

Capital expenditures primarily include costs associated with the construction of the Old Bridge replacement store that opened on March 17, 2024, the minor remodel of the Millburn, NJ ShopRite, two other replacement stores scheduled to open in fiscal 2025, the purchase of real estate and various technology, equipment and facility upgrades.

During the 13 weeks ended October 26, 2024, Village used cash to fund capital expenditures of $11,701, dividends of $3,324, principal payments of long-term debt of $2,711, additional net investments of $2,202 in notes receivable from Wakefern and an investment in a real estate partnership for the development of a retail center in Old Bridge, New Jersey of $339.

Capital expenditures primarily include costs associated with construction of replacement stores and various technology, equipment and facility upgrades.

We have budgeted $75,000 for capital expenditures in fiscal 2025.

Planned expenditures include costs for construction of the Old Bridge replacement store that opened on March 17, 2024 and two other replacement stores scheduled to open in fiscal 2025, real estate purchases, several smaller store remodels and merchandising initiatives and various technology, equipment and facility upgrades.

The Company’s primary sources of liquidity in fiscal 2024 are expected to be cash and cash equivalents on hand at April 27, 2024 and operating cash flow generated in fiscal 2024.

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 $4,419 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.

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.

Planned expenditures include costs for construction of replacement stores in both East Orange, NJ and Watchung, NJ, real estate purchases, several smaller store remodels and merchandising initiatives and various technology, equipment and facility upgrades.

The Company’s primary sources of liquidity in fiscal 2025 are expected to be cash and cash equivalents on hand at October 26, 2024 and operating cash flow generated in fiscal 2025.

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.

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 0.50% 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.

Working capital was $16,314 at April 27, 2024 compared to $67,714 at July 29, 2023.

Working capital was $23,788 at October 26, 2024 compared to $25,485 at July 27, 2024.

Working capital ratios at the same dates were 1.13 and 1.15 to one, respectively.

The decrease in working capital in fiscal 2024 compared to fiscal 2023 is due primarily to $33,338 in notes receivable from Wakefern that matured on February 15, 2024 and were reinvested in long-term notes receivable from Wakefern.

The Company’s working capital needs are reduced, since inventories are generally sold by the time payments to Wakefern and other suppliers are due.

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• 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%.

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.

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 1, 2035 and bearing interest at the applicable SOFR plus 1.61%.

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The term loan is secured by the Galloway store shopping center acquired for $9,800 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%.

Based on current trends, the Company believes cash and cash equivalents on hand at April 27, 2024, operating cash flow and availability under our Credit Facility are sufficient to meet our liquidity needs for the next twelve months and for the foreseeable future beyond the next twelve months.

There have been no other substantial changes as of April 27, 2024 to the contractual obligations and commitments discussed in the Company’s Annual Report on Form 10-K for the year ended July 29, 2023.

• 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.

Based on current trends, the Company believes cash and cash equivalents on hand at October 26, 2024, operating cash flow and availability under our Credit Facility are sufficient to meet our liquidity needs for the next twelve months and for the foreseeable future beyond the next twelve months.

There have been no other substantial changes as of October 26, 2024 to the contractual obligations and commitments discussed in the Company’s Annual Report on Form 10-K for the year ended July 27, 2024.

This Form 10-Q contains certain forward-looking statements about Village’s future performance.

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and legal matters;

and are indicated by words such as “will,” “expect,” “should,” “intend,” “anticipates,” “believes” and similar words or phrases.

and are indicated by words such as “will,” “expect,” “should,” “intend,”

“anticipates,” “believes” and similar words or phrases.

The Company cautions the reader that there is no assurance that actual results or business conditions will not differ materially from the results expressed, suggested or implied by such forward-looking statements.

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• We have budgeted $75,000 for capital expenditures in fiscal 2025.

• The Board’s current intention is to continue to pay quarterly dividends in 2025 at the most recent rate of $.25 per Class A and $.1625 per Class B share.

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We are vulnerable to economic downturns in these states in addition to those that may affect the country as a whole.

Economic conditions such as inflation, deflation, interest rate fluctuations, movements in energy costs, social programs, minimum wage legislation, unemployment rates, disturbances due to social unrest and changing demographics may adversely affect our sales and profits.

Results of operations may be materially adversely impacted by inflation, deflation, interest rate fluctuations, movements in energy costs, social programs, minimum wage legislation, labor shortages, changing demographics, natural disasters, terrorist attacks, the outbreak of pandemics or other illnesses, disruptions to supply chains and disturbances due to social unrest, geopolitical conflict and political instability.

• Village purchases substantially all of its merchandise from Wakefern.

In addition, 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.

In addition, 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.

Further, Village receives patronage dividends and other product incentives from Wakefern and also has demand deposits and notes receivable due from Wakefern.

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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 2. Management’s Discussion and Analysis