What changed in this filing

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Item 1. Financial Statements

2025-03-05 compared with 2024-12-04 · 90 added, 59 removed, 272 unchanged (35% of the section changed)

45 unchanged sentences

Authorized 20,000 shares;

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

issued 11,620 shares at January 25, 2025 and 11,559 shares at July 27, 2024

81,792 80,186

1 unchanged sentence

Authorized 20,000 shares;

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

issued and outstanding 4,125 shares at January 25, 2025 and 4,204 shares at July 27, 2024

Retained earnings 403,663 380,618

1 unchanged sentence

Less treasury stock, Class A, at cost:

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

998 shares at January 25, 2025 and 999 shares at July 27, 2024

( 20,491 ) ( 20,507 )

6 unchanged sentences

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

13 Weeks Ended

2024 October 28,

13 Weeks Ended 26 Weeks Ended

2025 January 27,

2024 January 25,

2025 January 27,

Sales $ 599,651 $ 575,579 $ 1,157,347 $ 1,111,933

21 unchanged sentences

(In thousands) (Unaudited)

13 Weeks Ended

2024 October 28,

13 Weeks Ended 26 Weeks Ended

2025 January 27,

2024 January 25,

2025 January 27,

Net income $ 16,896 $ 14,480 $ 29,697 $ 26,066

Other comprehensive income:

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

Unrealized gains (losses) on interest rate swaps, net of tax (1) 283 ( 1,477 ) ( 110 ) ( 700 )

Amortization of pension actuarial gain, net of tax (2) ( 68 ) ( 74 ) ( 135 ) ( 149 )

Comprehensive income $ 17,111 $ 12,929 $ 29,452 $ 25,217

(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.

(1) Amount is net of tax of $ 128 and $ 680 for the 13 weeks ended January 25, 2025 and January 27, 2024, respectively, and $ 50 and $ 323 for the 26 weeks ended January 25, 2025 and January 27, 2024, respectively.

(2) Amount is net of tax of $ 31 and $ 34 for the 13 weeks ended January 25, 2025 and January 27, 2024, respectively, and $ 62 and $ 69 for the 26 weeks ended January 25, 2025 and January 27, 2024, respectively.

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

4 unchanged sentences

(In thousands) (Unaudited)

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

13 Weeks Ended January 25, 2025 and January 27, 2024

Common Stock Class B

5 unchanged sentences

Shares Issued Amount Shares Issued Amount Retained Earnings Shares Amount

Balance, October 26, 2024

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

Net income — — — — 16,896 — — — 16,896

Other comprehensive income, net of tax of $ 97

— — — — — 215 — — 215

Dividends — — — — ( 3,330 ) — — — ( 3,330 )

Restricted shares forfeited ( 14 ) ( 150 ) — — — — — — ( 150 )

Share-based compensation expense — 875 — — — — — — 875

Balance, January 25, 2025

11,620 $ 81,792 4,125 $ 670 $ 403,663 $ 6,334 998 $ ( 20,491 ) $ 471,968

Balance, October 28, 2023

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

Net income — — — — 14,480 — — — 14,480

Other comprehensive loss, net of tax of $ 714

— — — — — ( 1,551 ) — — ( 1,551 )

Dividends — — — — ( 3,350 ) — — — ( 3,350 )

Treasury stock purchases — — — — — — 24 ( 576 ) ( 576 )

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

Share-based compensation expense — 949 — — — — — — 949

Balance, January 27, 2024

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

26 Weeks Ended January 25, 2025 and January 27, 2024

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, July 27, 2024

8 unchanged sentences

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

Balance, October 26, 2024

Balance, January 25, 2025

11,620 $ 81,792 4,125 $ 670 $ 403,663 $ 6,334 998 $ ( 20,491 ) $ 471,968

2 unchanged sentences

Net income — — — — 26,066 — — — 26,066

Other comprehensive income, net of tax of $ 323

Other comprehensive loss, net of tax of $ 392

— — — — — ( 849 ) — — ( 849 )

3 unchanged sentences

Share-based compensation expense 14 1,901 — — — — — — 1,901

Balance, October 28, 2023

Balance, January 27, 2024

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

5 unchanged sentences

26 Weeks Ended

2024 October 28,

2025 January 27,

CASH FLOWS FROM OPERATING ACTIVITIES

27 unchanged sentences

Net cash used in financing activities ( 12,099 ) ( 13,446 )

NET DECREASE IN CASH AND CASH EQUIVALENTS ( 81 ) ( 6,137 )

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 16,668 ( 7,564 )

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 117,261 140,910

11 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 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.

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 25, 2025 and the consolidated statements of operations, comprehensive income and cash flows for the 13 and 26 weeks ended January 25, 2025 and January 27, 2024 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 October 26, 2024 are not necessarily indicative of the results to be expected for the full year.

The results of operations for the period ended January 25, 2025 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

October 26, 2024 October 28, 2023

Amount % Amount %

13 Weeks Ended 26 Weeks Ended

January 25, 2025 January 27, 2024 January 25, 2025 January 27, 2024

Amount % Amount % Amount % Amount %

Center Store (1) $ 364,789 60.8 % $ 350,573 60.9 % $ 697,981 60.3 % $ 671,497 60.5 %

7 unchanged sentences

MERCHANDISE INVENTORIES

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.

At January 25, 2025 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 $ 22,133 and $ 21,789 higher than reported at January 25, 2025 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

2024 October 28,

13 Weeks Ended 26 Weeks Ended

2025 January 27,

2024 January 25,

2025 January 27,

Net income $ 16,896 $ 14,480 $ 29,697 $ 26,066

Distributed and allocated undistributed Net income to unvested restricted shareholders

572 542 1,006 983

Net income available to Class A and Class B shareholders $ 16,324 $ 13,938 $ 28,691 $ 25,083

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

13 Weeks Ended

October 26, 2024

Class A Class B

13 Weeks Ended 26 Weeks Ended

January 25, 2025 January 25, 2025

Class A Class B Class A Class B

Net income allocated, basic

6 unchanged sentences

Weighted average shares outstanding, diluted 14,307 4,125 14,307 4,163

13 Weeks Ended

October 28, 2023

Class A Class B

13 Weeks Ended 26 Weeks Ended

January 27, 2024 January 27, 2024

Class A Class B Class A Class B

Net income allocated, basic $ 10,972 $ 2,966 $ 19,752 $ 5,331

4 unchanged sentences

Weighted average shares outstanding, diluted 14,303 4,204 14,327 4,204

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.

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

In addition, 437 and 496 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 25, 2025 and January 27, 2024, respectively, due to their anti-dilutive effect.

RELATED PARTY INFORMATION

2 unchanged sentences

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 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.

At January 25, 2025, the Company held variable rate notes receivable due from Wakefern of $ 35,223 that earn interest at the prime rate plus .50 % and mature on August 15, 2027, $ 36,360 that earn interest at the prime rate plus .50 % and mature on September 28, 2027 and $ 35,577 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 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.

Included in cash and cash equivalents at January 25, 2025 and July 27, 2024 are $ 115,397 and $ 97,126 , respectively, of demand deposits invested at Wakefern at overnight money market rates.

As of January 25, 2025, 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.

No additional equity investment is expected for this project.

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 25, 2025.

COMMITMENTS and CONTINGENCIES

31 unchanged sentences

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 also provides for up to $ 25,000 of letters of credit ($ 7,336 outstanding at January 25, 2025), 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 October 26, 2024.

As of October 26, 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 January 25, 2025.

As of January 25, 2025, $ 67,664 remained available under the unsecured revolving line of credit.

New Markets Tax Credit Financing

4 unchanged sentences

In connection with the financing, the Company loaned $ 4,835 to VSM Investment Fund, LLC (the "Investment Fund") at an interest rate of 1.403 % per year and with a maturity date of December 31, 2044.

Repayments on the loan commence in March 2025.

Wells Fargo contributed $ 2,375 to the Investment Fund and, by virtue of such contribution, is entitled to substantially all of the tax benefits derived from the NMTC.

The Investment Fund is a wholly owned subsidiary of Wells Fargo.

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

The loan to the Investment Fund was 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.

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

Repayment of the loans commences in March 2025.

The proceeds of the loans from the CDE were used to partially fund the construction of the Bronx store.

The Notes payable related to New Markets Tax Credit, net of debt issuance costs, are recorded in long-term debt in the consolidated balance sheets.

The NMTC is subject to 100% recapture for a period of seven years.

The Company is required to be in compliance with various regulations and contractual provisions that apply to the New Markets Tax Credit arrangement.

Noncompliance could result in Wells Fargo's projected tax benefits not being realized and, therefore, require the Company to indemnify Wells Fargo for any loss or recapture of NMTCs.

The Company does not anticipate any credit recapture will be required in connection with this financing arrangement.

The transaction includes a put/call provision whereby the Company may be obligated or entitled to repurchase Wells Fargo's interest in the Investment Fund.

The value attributed to the put/call is de minimis.

We believe that Wells Fargo will exercise the put option in December 2024, at the end of the recapture period, that will result in a net benefit to the Company of $ 1,728 .

The Company is recognizing the net benefit over the seven-year compliance period in operating and administrative expense.

The Notes payable related to New Markets Tax Credit, net of debt issuance costs, were recorded in long-term debt in the consolidated balance sheets.

The NMTC was subject to 100% recapture for a period of seven years, which ended in December 2024.

The Company was required to and fulfilled its obligation to be in compliance with various regulations and contractual provisions that applied to the New Markets Tax Credit arrangement for the duration of the seven year recapture period.

The transaction included a put/call provision whereby the Company would be obligated or entitled to repurchase Wells Fargo's interest in the Investment Fund for a de minimus amount.

In January 2025, Wells Fargo exercised the put option requiring Village to repurchase Wells Fargo's interest in the Investment Fund.

This resulted in a non-cash extinguishment of the $ 6,563 loans payable to the CDE and the $ 4,835 loan receivable from the Investment Fund.

The $ 1,728 net benefit resulting from the loan extinguishments was recognized ratably over the seven-year compliance period as a reduction in operating and administrative expense.

DERIVATIVES AND HEDGING ACTIVITIES

3 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 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.

As of January 25, 2025, 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 $ 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.

The Company reclassified $ 577 and $ 775 during the 13 weeks ended January 25, 2025 and January 27, 2024, respectively, and $ 1,272 and $ 1,555 during the 26 weeks ended January 25, 2025 and January 27, 2024, respectively, from Accumulated other comprehensive income to Interest expense.

The notional value of the interest rate swaps were $ 62,858 as of January 25, 2025.

The fair value of interest rate swaps recorded in Other assets in the consolidated balance sheets is $ 7,197 as of January 25, 2025.

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