What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-06-04 compared with 2025-03-05 · 71 added, 41 removed, 178 unchanged (39% of the section changed)

15 unchanged sentences

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

The Company’s stores, nine of which are owned, average 57,000 total square feet.

These larger store sizes enable the Company to offer a wide variety of national branded and locally sourced food products, including grocery, meat, produce, dairy, deli, seafood, prepared foods, bakery and frozen foods as well as non-food product offerings, including health and beauty care, general merchandise, liquor and 21 in-store pharmacies.

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When remodeling, Village has sought, whenever possible, to increase the amount of selling space in its stores.

On April 9, 2025, we opened a 72,000 sq.

replacement ShopRite store in Watchung, NJ, that replaced an existing 44,000 sq.

On March 17, 2024, we opened an 83,000 sq.

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

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

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

Gourmet Garage store located in New York City.

6 unchanged sentences

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

2025 April 27,

2024 April 26,

2025 April 27,

Net Income $ 11,161 $ 8,966 $ 40,858 $ 35,030

Adjustments to Operating Expenses:

Store pre-opening costs (1) 684 907 684 907

Adjustments to Income Taxes:

Tax impact of adjustments to operating expenses (212) (281) (212) (281)

Adjusted net income $ 11,633 $ 9,592 $ 41,330 $ 35,656

Operating and administrative expenses $ 139,683 $ 137,650 $ 416,457 $ 404,419

Adjustments to operating and administrative expenses (684) (907) (684) (907)

Adjusted operating and administrative expenses 138,999 136,743 415,773 403,512

Adjusted operating and administrative expenses as a % of sales 24.66 % 25.03 % 24.16 % 24.33 %

(1) Fiscal 2025 pre-opening costs are associated with opening of the Watchung, NJ ShopRite replacement store that opened on April 9, 2025 and fiscal 2024 pre-opening costs are associated with the opening of the Old Bridge, NJ ShopRite replacement store that opened on March 17, 2024.

RESULTS OF OPERATIONS

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13 Weeks Ended 39 Weeks Ended

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

April 26, 2025 April 27, 2024 April 26, 2025 April 27, 2024

Sales 100.00 % 100.00 % 100.00 % 100.00 %

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Net income 1.98 % 1.64 % 2.37 % 2.11 %

Sales were $599,651 in the 13 weeks ended January 25, 2025, an increase of 4.2% compared to the 13 weeks ended January 27, 2024.

Sales increased due to an increase in same store sales of 2.3% and the opening of the Old Bridge, NJ replacement store on March 17, 2024.

Sales were $563,669 in the 13 weeks ended April 26, 2025, an increase of 3.2% compared to the 13 weeks ended April 27, 2024.

Sales increased due to an increase in same store sales of 1.9%, the opening of the Watchung, NJ replacement store on April 9, 2025 and the opening of the Old Bridge, NJ replacement store on March 17, 2024.

Same store sales increased due primarily to digital sales growth, continued growth in recently remodeled stores, higher pharmacy sales and inflation in the meat and dairy departments.

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

Sales were $1,157,347 in the 26 weeks ended January 25, 2025, an increase of 4.1% compared to the 26 weeks ended January 27, 2024.

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.

Sales were $1,721,016 in the 39 weeks ended April 26, 2025, an increase of 3.8% compared to the 39 weeks ended April 27, 2024.

Sales increased due to an increase in same store sales of 2.2%, the opening of the Watchung, NJ replacement store on April 9, 2025 and the opening of the Old Bridge, NJ replacement store on March 17, 2024.

Same store sales increased due primarily to digital sales growth, continued growth in recently remodeled stores, higher pharmacy sales and inflation in the meat and dairy departments.

Gross Profit .

Gross profit as a percentage of sales decreased .05% in the 13 weeks ended January 25, 2025 compared to the 13 weeks ended January 27, 2024 due primarily to higher promotional spending (.16%), an unfavorable change in product mix (.14%) and decreased patronage dividends and rebates received from Wakefern (.02%) partially offset by increased departmental gross margin percentages (.17%), decreased warehouse assessment charges from Wakefern (.06%) and lower LIFO charges (.04%).

Gross profit in both the 13 weeks ended January 25, 2025 and the 13 weeks ended January 27, 2024 was favorably impacted by receipt of patronage dividends from Wakefern greater than estimated amounts accrued in both the second quarter of fiscal 2025 (.62%) and 2024 (.58%).

Gross profit as a percentage of sales increased .23% in the 26 weeks ended January 25, 2025 compared to the 26 weeks ended January 27, 2024 due primarily to increased departmental gross margin percentages (.17%), higher patronage dividends and rebates received from Wakefern (.16%), decreased warehouse assessment charges from Wakefern (.13%) and lower LIFO charges (.05%) partially offset by an unfavorable change in product mix (.18%) and higher promotional spending (.10%).

Gross profit in both the 26 weeks ended January 25, 2025 and the 26 weeks ended January 27, 2024 was favorably impacted by receipt of patronage dividends from Wakefern greater than estimated amounts accrued in both the second quarter of fiscal 2025 (.32%) and 2024 (.30%).

Gross profit as a percentage of sales increased .23% in the 13 weeks ended April 26, 2025 compared to the 13 weeks ended April 27, 2024 due primarily to higher patronage dividends and other rebates received from Wakefern (.39%), decreased warehouse assessment charges from Wakefern (.07%) and lower LIFO charges (.04%) partially offset by decreased departmental gross margin percentages (.13%), an unfavorable change in product mix (.13%) and higher promotional spending (.01%).

Gross profit as a percentage of sales increased .23% in the 39 weeks ended April 26, 2025 compared to the 39 weeks ended April 27, 2024 due primarily to higher patronage dividends and rebates received from Wakefern (.24%), decreased warehouse assessment charges from Wakefern (.11%), increased departmental gross margin percentages (.07%) and lower LIFO charges (.05%) partially offset by an unfavorable change in product mix (.16%) and higher promotional spending (.07%).

Operating and Administrative Expense.

Operating and administrative expense as a percentage of sales decreased .49% in the 13 weeks ended January 25, 2025 compared to the 13 weeks ended January 27, 2024 due primarily to lower facility insurance costs (.12%), decreased legal and consulting fees (.13%), sales leverage on occupancy and facility costs (.07%), reduced supply (.07%), employee costs (.06%) and security spends (.05%).

Operating and administrative expense as a percentage of sales decreased .08% in the 26 weeks ended January 25, 2025 compared to the 26 weeks ended January 27, 2024 due primarily to sales leverage on occupancy and facility costs (.09%), lower

facility insurance costs (.07%), reduced supply spending (.06%), lower legal and consulting fees (.05%) and decreased security spends (.04%) partially offset by increased external fees associated with digital sales growth (.11%) and employee costs (.10%).

Operating and administrative expense as a percentage of sales decreased .41% in the 13 weeks ended April 26, 2025 compared to the 13 weeks ended April 27, 2024.

Adjusted operating and administrative expenses decreased .37% in the 13 weeks ended April 26, 2025 compared to the 13 weeks ended April 27, 2024.

The decrease in Adjusted operating and administrative expenses is due primarily to lower employee costs (.24%), advertising expenses (.09%), security spending (.09%) and facility insurance costs (.06%) partially offset by increased utilities rates (.07%).

Operating and administrative expense as a percentage of sales decreased .19% in the 39 weeks ended April 26, 2025 compared to the 39 weeks ended April 27, 2024.

Adjusted operating and administrative expense as a percentage of sales decreased .17% in the 39 weeks ended April 26, 2025 compared to the 39 weeks ended April 27, 2024.

The decrease in Adjusted operating and administrative expenses is due primarily to sales leverage on occupancy and facility costs (.10%), lower

facility insurance costs (.06%), reduced supply spending (.06%), lower legal and consulting fees (.05%) and decreased security spending (.05%) partially offset by higher utility rates (.08%) and increased external fees associated with digital sales growth (.06%).

Depreciation and Amortization .

Depreciation and amortization expense varied slightly in the 13 and 26 weeks ended January 25, 2025 compared to the 13 and 26 weeks ended January 27, 2024, respectively, due primarily to capital expenditures.

Depreciation and amortization expense increased in the 13 and 39 weeks ended April 26, 2025 compared to the 13 and 39 weeks ended April 27, 2024, respectively, due primarily to capital expenditures.

Interest Expense .

Interest expense decreased in the 13 and 26 weeks ended January 25, 2025 compared to the 13 and 26 weeks ended January 27, 2024 due primarily to lower average outstanding debt balances.

Interest expense decreased in the 13 and 39 weeks ended April 26, 2025 compared to the 13 and 39 weeks ended April 27, 2024, respectively, due primarily to lower average outstanding debt balances.

Interest Income .

Interest income decreased in the 13 weeks ended January 25, 2025 compared to the 13 weeks ended January 27, 2024 due primarily to lower interest rates earned on variable rate notes receivable from Wakefern and demand deposits invested at Wakefern.

Interest income decreased in the 26 weeks ended January 25, 2025 compared to the 26 weeks ended January 27, 2024 due primarily to lesser amounts invested in demand deposits at Wakefern and lower interest rates earned on variable rate notes receivable from Wakefern and demand deposits invested at Wakefern.

Interest income decreased in the 13 and 39 weeks ended April 26, 2025 compared to the 13 and 39 weeks ended April 27, 2024, respectively, due primarily to lower interest rates on variable rate notes receivable from Wakefern and demand deposits invested at Wakefern.

Income Taxes.

The effective income tax rate was 31.1% in the 13 weeks ended January 25, 2025 compared to 31.5% in the 13 weeks ended January 27, 2024.

The effective income tax rate was 31.1% in the 26 weeks ended January 25, 2025 compared to 31.5% in the 26 weeks ended January 27, 2024.

Net income was $16,896 in the 13 weeks ended January 25, 2025 compared to $14,480 in the 13 weeks ended January 27, 2024.

Net income was $29,697 in the 26 weeks ended January 25, 2025 compared to $26,066 in the 26 weeks ended January 27, 2024.

The effective income tax rate was 30.6% in the 13 weeks ended April 26, 2025 compared to 30.1% in the 13 weeks ended April 27, 2024.

The effective income tax rate was 31.0% in the 39 weeks ended April 26, 2025 compared to 31.1% in the 39 weeks ended April 27, 2024.

Net income was $11,161 in the 13 weeks ended April 26, 2025 compared to $8,966 in the 13 weeks ended April 27, 2024.

Adjusted net income was $11,633 in the 13 weeks ended April 26, 2025, an increase of 21% compared to $9,592 in the 13 weeks ended April 27, 2024.

Net income was $40,858 in the 39 weeks ended April 26, 2025 compared to $35,030 in the 39 weeks ended April 27, 2024.

Adjusted net income was $41,330 in the 39 weeks ended April 26, 2025, an increase of 16% compared to $35,656 in the 39 weeks ended April 27, 2024.

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 January 25, 2025, there have been no changes to the critical accounting policies contained therein.

A s of April 26, 2025, 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 $60,952 in the 26 weeks ended January 25, 2025 compared to $48,674 in the corresponding period of the prior year.

Net cash provided by operating activities was $71,538 in the 39 weeks ended April 26, 2025 compared to $58,040 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, increased cash flows from operating activities by $11,221 in fiscal 2025 compared to an increase of $2,551 in fiscal 2024.

The change in impact of working capital is due primarily to the timing of tax payments, increased patronage dividends received partially offset by timing of payments associated with promotional funding and pension benefits.

During the 26 weeks ended January 25, 2025, Village used cash to fund capital expenditures of $27,548, dividends of $6,652, principal payments of long-term debt of $5,468, additional net investments of $4,298 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 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 January 25, 2025 and operating cash flow generated in fiscal 2025.

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 $4,352 as of January 25, 2025.

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.

Working capital changes, including Other assets and liabilities, increased cash flows from operating activities by $1,415 in fiscal 2025 compared to an decrease of $6,934 in fiscal 2024.

The change in impact of working capital is due primarily to the timing of tax payments and increased patronage dividends received partially offset by timing of payments associated with promotional funding and pension benefits.

During the 39 weeks ended April 26, 2025, Village used cash to fund capital expenditures of $48,705, dividends of $9,979, principal payments of long-term debt of $8,234, additional net investments of $6,290 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 in Watchung, NJ and East Orange, NJ, purchase of the real estate of the Springfield, NJ store, several smaller remodels and merchandising initiatives, and various technology, equipment and facility upgrades.

We have revised our budgeted capital expenditures downward from prior estimates to approximately $65,000 in fiscal 2025 due to a shift in timing of the opening of the East Orange, NJ replacement store, which is now expected to open in early fiscal 2026.

Planned expenditures include costs for construction of replacement stores in both Watchung, NJ and East Orange, 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 April 26, 2025 and operating cash flow generated in fiscal 2025.

As of April 26, 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.

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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 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.

At April 26, 2025, the Company held variable rate notes receivable due from Wakefern of $35,918 that earn interest at the prime rate plus .50% and mature on August 15, 2027, $37,077 that earn interest at the prime rate plus .50% and mature on September 28, 2027, and $36,157 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 $24,821 at January 25, 2025 compared to $25,485 at July 27, 2024.

Working capital was $11,144 at April 26, 2025 compared to $25,485 at July 27, 2024.

Working capital ratios at the same dates were 1.06 and 1.15 to one, respectively.

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• An unsecured revolving line of credit providing a maximum amount available for borrowing of $75,000.

Indebtedness under this agreement bears interest at the applicable Secured Overnight Financing Rate ("SOFR") plus 1.10% and expires on May 6, 2025.

Indebtedness under this agreement bears interest at the applicable Secured Overnight Financing Rate ("SOFR") plus 1.25% and expires on April 30, 2030.

• 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%.

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An interest rate swap with notional amounts 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 for $9,800 in the first quarter of fiscal 2022.

The term loan is secured by the Galloway store shopping center acquired in the first quarter of fiscal 2022.

• 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%.

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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.

Based on current trends, the Company believes cash and cash equivalents on hand at January 25, 2025, 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 January 25, 2025 to the contractual obligations and commitments discussed in the Company’s Annual Report on Form 10-K for the year ended July 27, 2024.

Based on current trends, the Company believes cash and cash equivalents on hand at April 26, 2025, 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 26, 2025 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.

13 unchanged sentences

• We expect the increase in same store sales to range from 1.5% to 2.5% in fiscal 2025.

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

• We have revised our budgeted capital expenditures downward from prior estimates to approximately $65,000 in fiscal 2025 due to a shift in timing of the opening of the East Orange, NJ replacement store, which is now expected to open in early fiscal 2026.

• 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.

51 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-Q

Item 2. Management’s Discussion and Analysis