What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-12-04 compared with 2025-06-04 · 54 added, 86 removed, 163 unchanged (46% of the section changed)

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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, we closed an 8,400 sq.

Gourmet Garage store located in New York City.

The impact associated with the closure and ongoing results of operating were not material to Village’s consolidated financial statements.

We consider a variety of indicators to evaluate our performance, such as same store sales;

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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.

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.

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.

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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,

13 Weeks Ended

2025 October 26,

Net Income $ 12,002 $ 12,803

Adjustments to Operating Expenses:

Adjustments to Operating and Administrative Expenses:

Store pre-opening costs (1) $ 383 $ —

Pension settlement charge (2) 338 —

Adjustments to Income Taxes:

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

Tax impact of special items $ (227) $ —

Adjusted net income $ 12,496 $ 12,803

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Adjusted operating and administrative expenses as a % of sales 24.15 % 24.66 %

(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.

(1) Fiscal 2026 pre-opening costs are associated with opening of the East Orange, NJ ShopRite replacement store that is expected to open in the second half of fiscal 2026.

(2) Fiscal 2026 pension settlement charges relate to the termination of a company-sponsored plan.

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

13 Weeks Ended

October 25, 2025 October 26, 2024

Sales 100.00 % 100.00 %

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Net income 2.06 % 2.30 %

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.

Sales were $582,593 in the 13 weeks ended October 25, 2025, an increase of 4.5% compared to the 13 weeks ended October 26, 2024.

Sales increased due to an increase in same store sales of 2.5%, and the opening of the Watchung, NJ replacement store on April 9, 2025.

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

These increases were partially offset by cannibalization of existing stores from the Watchung replacement store opening and recent competitive store openings.

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 $1,721,016 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 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%).

Gross profit as a percentage of sales decreased .72% in the 13 weeks ended October 25, 2025 compared to the 13 weeks ended October 26, 2024 due primarily to lower patronage dividends and other rebates received from Wakefern (.28%), decreased departmental gross margin percentages (.27%), an unfavorable change in product mix (.10%) and increased promotional spending (.06%).

Operating and Administrative Expense.

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%).

Operating and administrative expense as a percentage of sales decreased .38% in the 13 weeks ended October 25, 2025 compared to the 13 weeks ended October 26, 2024.

Adjusted operating and administrative expenses decreased .51% in the 13 weeks ended October 25, 2025 compared to the 13 weeks ended October 26, 2024.

The decrease in Adjusted operating and administrative expenses is due primarily to lower employee costs (.34%), short-term rental income (.24%), reduced supply spending (.05%) and lower advertising costs (.05%) partially offset by external service, technology, legal and other professional fees (.12%) and increased repair and maintenance costs (.09%).

Depreciation and Amortization .

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.

Depreciation and amortization expense increased in the 13 weeks ended October 25, 2025 compared to the 13 weeks ended October 26, 2024, respectively, due primarily to capital expenditures.

Interest Expense .

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 expense decreased in the 13 weeks ended October 25, 2025 compared to the 13 weeks ended October 26, 2024, respectively, due primarily to lower average outstanding debt balances.

Interest Income .

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.

Interest income decreased in the 13 weeks ended October 25, 2025 compared to the 13 weeks ended October 26, 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 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.

The effective income tax rate was 31.4% in the 13 weeks ended October 25, 2025 compared to 31.2% in the 13 weeks ended October 26, 2024.

Net income was $12,002 in the 13 weeks ended October 25, 2025 compared to $12,803 in the 13 weeks ended October 26, 2024.

Adjusted net income was $12,496 in the 13 weeks ended October 25, 2025, a decrease of 2% compared to $12,803 in the 13 weeks ended October 26, 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 26, 2025.

A s of April 26, 2025, there have been no changes to the critical accounting policies contained therein.

A s of October 25, 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 $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 $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.

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 $4,340 as of April 26, 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.

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 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.

Net cash provided by operating activities was $19,656 in the 13 weeks ended October 25, 2025 compared to $20,175 in the corresponding period of the prior year.

The change in cash flows from operating activities in fiscal 2026 was primarily due to an decrease in net income and changes in working capital.

Working capital changes, including Other assets and liabilities, decreased cash flows from operating activities by $2,693 in fiscal 2026 compared to a decrease of $2,522 in fiscal 2025.

The change in impact of working capital is due primarily to a larger increase in merchandise inventories in the 13 weeks ended October 25, 2025 compared to the 13 weeks ended October 26, 2024.

During the 13 weeks ended October 25, 2025, Village used cash to fund capital expenditures of $8,946, dividends of $3,326, principal payments of long-term debt of $2,778 and additional net investments of $2,110 in notes receivable from Wakefern.

Village received $4,494 in proceeds from the sales of real estate assets related to the closed automated micro-fulfillment center in south NJ.

Capital expenditures primarily include costs associated with construction of a replacement store in East Orange, NJ, several smaller remodels and merchandising initiatives, and various technology, equipment and facility upgrades.

We have budgeted $75,000 for capital expenditures in fiscal 2026.

Planned expenditures include costs for construction of a replacement store in East Orange, NJ expected to open in fiscal 2026, construction of a replacement store expected to open in fiscal 2027, several smaller store remodels and merchandising initiatives and various technology, equipment and facility upgrades.

The Company’s primary sources of liquidity in fiscal 2026 are expected to be cash and cash equivalents on hand at October 25, 2025 and operating cash flow generated in fiscal 2026.

At October 25, 2025, the Company held variable rate notes receivable due from Wakefern of $37,370 that earn interest at the prime rate plus .50% and mature on August 15, 2027, $38,576 that earn interest at the prime rate plus .50% and mature on September 28, 2027, and $37,369 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 $11,144 at April 26, 2025 compared to $25,485 at July 27, 2024.

Working capital was $31,520 at October 25, 2025 compared to $23,840 at July 26, 2025.

Working capital ratios at the same dates were 1.17 and 1.13 to one, respectively.

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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 in the first quarter of fiscal 2022.

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%.

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

New Markets Tax Credit Financing

On December 29, 2017, the Company entered into a financing transaction with Wells Fargo Community Investment Holdings, LLC (“Wells Fargo”) under a qualified New Markets Tax Credit (“NMTC”) program related to the construction of a new store in the Bronx, New York.

The NMTC program was provided for in the Community Renewal Tax Relief Act of 2000 (the “Act”) and is intended to induce capital investment in qualified lower income communities.

The Act permits taxpayers to claim credits against their Federal income taxes for up to 39% of qualified investments in the equity of community development entities (“CDEs”).

CDEs are privately managed investment institutions that are certified to make qualified low-income community investments.

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.

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 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.

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, 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.

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.

The Credit Facility also provides for up to $25,000 of letters of credit ($9,021 outstanding at October 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 25, 2025.

As of October 25, 2025, $65,979 remained available under the unsecured revolving line of credit.

Based on current trends, the Company believes cash and cash equivalents on hand at October 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 October 25, 2025 to the contractual obligations and commitments discussed in the Company’s Annual Report on Form 10-K for the year ended July 26, 2025.

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

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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.

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.

The Company undertakes no obligation to update forward-looking statements to reflect developments or information obtained after the date hereof.

Readers should carefully review the risk factors identified in “Risk Factors” in this Form 10-Q.

• We expect the increase in same store sales to range from 1.0% to 3.0% in fiscal 2026.

• 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.

• We have budgeted $75,000 for capital expenditures in fiscal 2026.

The Company’s primary sources of liquidity in fiscal 2026 are expected to be cash and cash equivalents on hand at October 25, 2025 and operating cash flow generated in fiscal 2026.

• The Board’s current intention is to continue to pay quarterly dividends in fiscal 2026 at the most recent rate of $.25 per Class A and $.1625 per Class B share.

• We believe cash and cash equivalents on hand, operating cash flow and the Company's Credit Facility will be adequate to meet anticipated requirements for working capital, capital expenditures and debt payments for the foreseeable future.

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RELATED PARTY TRANSACTIONS

As previously disclosed, we are currently engaged in litigation with Wakefern.

At this time, we are unable to assess the impact of the litigation on our results of operations.

See note 4 to the unaudited consolidated financial statements for information on related party transactions.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

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