vlgea-20241026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

			For the quarterly period ended October 26, 2024

OR

☐			TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File No. 0-2633

VILLAGE SUPER MARKET, INC.

(Exact name of registrant as specified in its charter)

New Jersey

22-1576170

(State or other jurisdiction of incorporation or organization)

(I. R. S. Employer Identification No.)

733 Mountain Avenue, Springfield, New Jersey, 07081

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:

(973) 467-2200

Securities registered pursuant to Section 12(b) of the Act:

Class A common stock, no par value

VLGEA

The NASDAQ Stock Market

(Title of Class)

(Trading Symbol)

(Name of exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12-b2 of the Exchange Act.


Large accelerated filer ☐						Accelerated filer ☒
Non-accelerated filer ☐ (Do not check if a smaller reporting company)						Smaller reporting company ☒
						Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒.


Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

		December 4, 2024

	Class A Common Stock, No Par Value	10,635,664 Shares
	Class B Common Stock, No Par Value	4,125,045 Shares

VILLAGE SUPER MARKET, INC.

INDEX


PART I			PAGE NO.

FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Consolidated Balance Sheets			3

Consolidated Statements of Operations			4

Consolidated Statements of Comprehensive Income			5

Consolidated Statements of Shareholders' Equity			6

Consolidated Statements of Cash Flows			7

Notes to Consolidated Financial Statements			8

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			13

Item 3. Quantitative & Qualitative Disclosures about Market Risk			18

Item 4. Controls and Procedures			19

PART II

OTHER INFORMATION



Item 6. Exhibits			20

Signatures			21

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited)
	October 26, 2024		July 27, 2024
ASSETS
Current assets
Cash and cash equivalents	$	117,180	$	117,261
Merchandise inventories	48,814		46,739
Patronage dividend receivable	21,632		16,068


Income taxes receivable	367		2,252
Other current assets	17,684		17,382
Total current assets	205,677		199,702

Property, equipment and fixtures, net	309,281		303,217
Operating lease assets	253,664		259,764
Notes receivable from Wakefern	105,064		102,862
Investment in Wakefern	33,093		33,093
Investments in Real Estate Partnerships	20,304		19,923
Goodwill	24,190		24,190
Other assets	39,072		38,913

Total assets	$	990,345	$	981,664
LIABILITIES and SHAREHOLDERS' EQUITY
Current liabilities
Operating lease obligations	$	21,412	$	21,282
Finance lease obligations	948		879
Notes payable to Wakefern	759		751
Current portion of debt	9,537		9,481
Accounts payable to Wakefern	80,763		80,902
Accounts payable and accrued expenses	33,410		28,433
Accrued wages and benefits	31,823		32,489
Income taxes payable	3,237		—
Total current liabilities	181,889		174,217
Long-term debt
Operating lease obligations	249,986		256,091
Finance lease obligations	19,215		19,525
Notes payable to Wakefern	775		911
Long-term debt	60,319		62,764
Total long-term debt	330,295		339,291
Pension liabilities	5,232		5,113
Other liabilities	15,467		15,484
Commitments and contingencies (Note 5)
Shareholders' equity
Preferred stock, no par value: Authorized 10,000 shares, none issued	—		—
Class A common stock, no par value: Authorized 20,000 shares; issued 11,634 shares at October 26, 2024 and 11,559 shares at July 27, 2024	81,067		80,186
Class B common stock, no par value: Authorized 20,000 shares; issued and outstanding 4,125 shares at October 26, 2024 and 4,204 shares at July 27, 2024	670		683
Retained earnings	390,097		380,618
Accumulated other comprehensive income	6,119		6,579
Less treasury stock, Class A, at cost: 998 shares at October 26, 2024 and 999 shares at July 27, 2024	(20,491)		(20,507)
Total shareholders’ equity	457,462		447,559

Total liabilities and shareholders’ equity	$	990,345	$	981,664

See notes to consolidated financial statements.


VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (Unaudited)
	13 Weeks Ended
		October 26, 2024		October 28, 2023
Sales		$	557,697	$	536,354

Cost of sales		395,819		383,406

Gross profit		161,878		152,948

Operating and administrative expense		137,519		130,292

Depreciation and amortization		8,383		8,506

Operating income		15,976		14,150



Interest expense		(990)		(1,064)

Interest income		3,617		3,825

Income before income taxes		18,603		16,911

Income taxes		5,800		5,326

Net income		$	12,803	$	11,585

Net income per share:
Class A common stock:
Basic		$	0.96	$	0.87
Diluted		$	0.86	$	0.78

Class B common stock:
Basic		$	0.63	$	0.56
Diluted		$	0.63	$	0.56

See notes to consolidated financial statements.


VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) (Unaudited)
	13 Weeks Ended
		October 26, 2024		October 28, 2023
Net income		$	12,803	$	11,585

Other comprehensive income:
Unrealized (losses) gains on interest rate swaps, net of tax (1)		(393)		777
Amortization of pension actuarial gain, net of tax (2)		(67)		(75)



Comprehensive income		$	12,343	$	12,287

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

(2)Amount is net of tax of $31 and $34 for the 13 weeks ended October 26, 2024 and October 28, 2023, respectively. All amounts are reclassified from accumulated other comprehensive income to operating and administrative expense.

See notes to consolidated financial statements.


VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (In thousands) (Unaudited)

























	13 Weeks Ended October 26, 2024 and October 28, 2023
	Class A Common Stock			Class B Common Stock					Accumulated Other Comprehensive Income (Loss)		Treasury Stock Class A			Total Shareholders' Equity
	Shares Issued	Amount		Shares Issued	Amount		Retained Earnings				Shares	Amount
Balance, July 27, 2024	11,559	$	80,186	4,204	$	683	$	380,618	$	6,579	999	$	(20,507)	$	447,559
Net income	—	—		—	—		12,803		—		—	—		12,803
Other comprehensive loss, net of tax of $209	—	—		—	—		—		(460)		—	—		(460)
Dividends	—	—		—	—		(3,324)		—		—	—		(3,324)
Exercise of stock options	—	6		—	—		—		—		(1)	16		22

Restricted shares forfeited	(4)	(44)		—	—		—		—		—	—		(44)
Share-based compensation expense	—	906		—	—		—		—		—	—		906
Conversion of Class B shares to Class A shares	79	13		(79)	(13)		—		—		—	—		—
Balance, October 26, 2024	11,634	$	81,067	4,125	$	670	$	390,097	$	6,119	998	$	(20,491)	$	457,462

Balance, July 29, 2023	11,563	$	76,179	4,204	$	683	$	343,497	$	8,134	912	$	(18,327)	$	410,166
Net income	—	—		—	—		11,585		—		—	—		11,585
Other comprehensive income, net of tax of $323	—	—		—	—		—		702		—	—		702
Dividends	—	—		—	—		(3,350)		—		—	—		(3,350)

Treasury stock purchases	—	—		—	—		—		—		32	(782)		(782)
Restricted shares forfeited	(9)	(28)		—	—		—		—		—	—		(28)
Share-based compensation expense	14	952		—	—		—		—		—	—		952
Balance, October 28, 2023	11,568	$	77,103	4,204	$	683	$	351,732	$	8,836	944	$	(19,109)	$	419,245

See notes to consolidated financial statements.


VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)
	13 Weeks Ended
	October 26, 2024		October 28, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	12,803	$	11,585
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	8,955		8,967
Non-cash share-based compensation	862		924

Deferred taxes	(41)		(207)
Provision to value inventories at LIFO	118		466

Gain on sale of property, equipment and fixtures	—		(39)
Changes in assets and liabilities:
Merchandise inventories	(2,193)		(3,443)
Patronage dividend receivable	(5,564)		(4,849)
Accounts payable to Wakefern	516		4,216
Accounts payable and accrued expenses	1,005		3,954
Accrued wages and benefits	(666)		(1,420)
Income taxes receivable / payable	5,122		(2,602)
Other assets and liabilities	(742)		827
Net cash provided by operating activities	20,175		18,379
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(11,701)		(13,773)
Proceeds from the sale of assets	—		39
Investment in notes receivable from Wakefern	(2,202)		(2,139)



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

Net cash used in investing activities	(14,242)		(17,686)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of stock options	21		—


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



Dividends	(3,324)		(3,350)
Treasury stock purchases	—		(782)
Net cash used in financing activities	(6,014)		(6,830)

NET DECREASE IN CASH AND CASH EQUIVALENTS	(81)		(6,137)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	117,261		140,910
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	117,180	$	134,773

SUPPLEMENTAL DISCLOSURES OF CASH PAYMENTS MADE FOR:
Interest	$	990	$	1,064
Income taxes	$	769	$	8,135

NONCASH SUPPLEMENTAL DISCLOSURES:
Investment in Wakefern and increase in notes payable to Wakefern	$	—	$	38
Capital expenditures included in accounts payable and accrued expenses	$	9,290	$	5,086
Lease obligations obtained in exchange for right-of-use assets	$	—	$	908

See notes to consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) (Unaudited)

1. 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. (“Village” or the “Company”).

The significant accounting policies followed by the Company are set forth in Note 1 to the Company's consolidated financial statements in the July 27, 2024 Village Super Market, Inc. 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.

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		%
Center Store (1)			$	333,193	59.7	%	$	320,924	59.8	%
Fresh (2)			198,994		35.7		193,520		36.1
Pharmacy			23,994		4.3		20,211		3.8
Other (3)			1,516		0.3		1,699		0.3

Total Sales			$	557,697	100.0	%	$	536,354	100.0	%

(1) Consists primarily of grocery, dairy, frozen, health and beauty care, general merchandise and liquor.

(2) Consists primarily of produce, meat, deli, seafood, bakery, prepared foods and floral.

(3) Consists primarily of sales related to other income streams, including service fees related to digital sales, gift card and lottery commissions and wholesale sales.

2. 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.

3. NET INCOME PER SHARE

The Company has two classes of common stock. Class A common stock is entitled to cash dividends as declared 54% greater than those paid on Class B common stock. Shares of Class B common stock are convertible on a share-for-share basis for Class A common stock at any time.

The Company utilizes the two-class method of computing and presenting net income per share. The two-class method is an earnings allocation formula that calculates basic and diluted net income per share for each class of common stock separately based on dividends declared and participation rights in undistributed earnings. Under the two-class method, Class A common stock is assumed to receive a 54% greater participation in undistributed earnings than Class B common stock, in accordance with the classes' respective dividend rights. Unvested share-based payment awards that contain nonforfeitable rights to dividends are treated as participating securities and therefore included in computing net income per share using the two-class method.

Diluted net income per share for Class A common stock is calculated utilizing the if-converted method, which assumes the conversion of all shares of Class B common stock to Class A common stock on a share-for-share basis, as this method is more dilutive than the two-class method. Diluted net income per share for Class B common stock does not assume conversion of Class B common stock to shares of Class A common stock.

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


	13 Weeks Ended
		October 26, 2024		October 28, 2023
Net income		$	12,803	$	11,585
Distributed and allocated undistributed Net income to unvested restricted shareholders		437		440
Net income available to Class A and Class B shareholders		$	12,366	$	11,145

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


	13 Weeks Ended
	October 26, 2024
		Class A		Class B
Numerator:
Net income allocated, basic		$	9,737	$	2,629
Conversion of Class B to Class A shares		2,629		—

Net income allocated, diluted		$	12,366	$	2,629

Denominator:
Weighted average shares outstanding, basic		10,106		4,200
Conversion of Class B to Class A shares		4,200		—

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

	13 Weeks Ended
	October 28, 2023
		Class A		Class B
Numerator:
Net income allocated, basic		$	8,782	$	2,363
Conversion of Class B to Class A shares		2,363		—

Net income allocated, diluted		$	11,145	$	2,363

Denominator:
Weighted average shares outstanding, basic		10,146		4,204
Conversion of Class B to Class A shares		4,204		—

Weighted average shares outstanding, diluted		14,350		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.

4. RELATED PARTY INFORMATION

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

On 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 October 26, 2024, the Company held variable rate notes receivable due from Wakefern of $34,500 that earn interest at the prime rate plus .50% and mature on August 15, 2027, $35,613 that earn interest at the prime rate plus .50% and mature on September 28, 2027 and $34,951 that earn interest at the SOFR plus 2.25% and mature on February 15, 2029.

Wakefern has the right to prepay these notes at any time. Under certain conditions, the Company can require Wakefern to prepay the notes, although interest earned since inception would be reduced as if it was earned based on overnight money market rates as paid by Wakefern on demand deposits.

Included in cash and cash equivalents at 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.

5. COMMITMENTS and CONTINGENCIES

The Company is involved in litigation incidental to the normal course of business. Company management is of the opinion that the ultimate resolution of these legal proceedings should not have a material adverse effect on the consolidated financial position, results of operations or liquidity of the Company.

6. DEBT

Long-term debt consists of:


	October 26, 2024		July 27, 2024

Secured term loans	$	48,579	$	49,646
Unsecured term loan	16,401		17,662
New Market Tax Credit Financing	4,876		4,937

Total debt, excluding obligations under leases	69,856		72,245
Less current portion	9,537		9,481

Total long-term debt, excluding obligations under leases	$	60,319	$	62,764

Credit Facility

The Company has a credit facility (the “Credit Facility”) with Wells Fargo National Bank, National Association (“Wells Fargo”). The principal purpose of the Credit Facility is to finance general corporate and working capital requirements, Village’s fiscal 2020 acquisition of certain Fairway assets and certain capital expenditures. Among other things, the Credit Facility provides for:

•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.

•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%. 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%. An interest rate swap with notional amounts equal to the term loan fixes the base SOFR at .57% per annum through September 1, 2035, resulting in a fixed effective interest rate of 2.18% on the term loan. The term loan is secured by real properties of Village Super Market, Inc. and its subsidiaries, including the sites of three Village stores.

•A secured $7,350 term loan issued on January 28, 2022 repayable in equal monthly installments based on a fifteen-year amortization schedule through January 28, 2037 and bearing interest at the applicable SOFR plus 1.50%. 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.

•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%.

•A secured $7,125 term loan issued on January 27, 2023 repayable in equal monthly installments based on a fifteen-year amortization schedule through January 27, 2038 and bearing interest at the applicable SOFR plus 1.75%. An interest rate swap for a notional amount equal to the term loan fixes the base SOFR at 3.59% per annum through January 27, 2038, resulting in a fixed effective interest rate of 5.34% on the term loan. The term loan is secured by the Vineland store shopping center.

The Credit Facility also provides for up to $25,000 of letters of credit ($7,336 outstanding at October 26, 2024), which secure obligations for store leases and construction performance guarantees to municipalities. The Credit Facility contains covenants that, among other conditions, require a minimum tangible net worth, a minimum fixed charge coverage ratio and a maximum adjusted debt to EBITDAR ratio. The Company was in compliance with all covenants of the credit agreement at October 26, 2024. As of October 26, 2024, $67,664 remained available under the unsecured revolving line of credit.

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. 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 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.

7. DERIVATIVES AND HEDGING ACTIVITIES

The Company is exposed to interest rate risk arising from fluctuations in SOFR related to the Company’s Credit Facility. The Company manages exposure to this risk and the variability of related cash flows primarily by the use of derivative financial instruments, specifically, interest rate swaps.

The Company’s objectives in using interest rate swaps are to add stability to interest expense and to manage its exposure to interest rate movements. 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. The interest rate swaps were executed for risk management and are not held for trading purposes. The objective of the interest rate swaps is to hedge the variability of cash flows resulting from fluctuations in the reference rate. The swaps replaced the applicable reference rate with fixed interest rates and payments are settled monthly when payments are made on the variable-rate loans. The Company's derivatives qualify and have been designated as cash flow hedges of interest rate risk. The gain or loss on the derivative is recorded in Accumulated other comprehensive income and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. 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.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Dollars in Thousands)

OVERVIEW

Village Super Market, Inc. (the “Company” or “Village”) was founded in 1937. Village operates a chain of 34 supermarkets in New Jersey (26), New York (6), Maryland (1) and Pennsylvania (1) under the ShopRite and Fairway banners and three Gourmet Garage specialty markets in New York City. Village is the second largest member of Wakefern Food Corporation (“Wakefern”), the nation’s largest retailer-owned food cooperative and owner of the ShopRite, Fairway and Gourmet Garage names. As further described in the Company’s Form 10-K, this ownership interest in Wakefern provides Village with many of the economies of scale in purchasing, distribution, advanced retail technology, marketing and advertising associated with chains of greater size and geographic coverage.

The supermarket industry is highly competitive and characterized by narrow profit margins. The Company competes directly with multiple retail formats, both in-store and online, including national, regional and local supermarket chains as well as warehouse clubs, supercenters, drug stores, discount general merchandise stores, fast food chains, restaurants, dollar stores and convenience stores. The Company competes by providing a superior customer service experience, competitive pricing and a broad range of consistently available quality products. 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 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. Online ordering for home delivery is available in all Fairway stores through fairwaymarket.com, the Fairway app or through third party service providers. Online ordering for home delivery is available in all Gourmet Garage stores through gourmetgarage.com, the Gourmet Garage app or through third party service providers.

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. 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. Most product departments include high-quality, competitively priced own-brand offerings under the Wholesome Pantry, Bowl & Basket, Paperbird, Fairway and Gourmet Garage brands. Our Fairway Markets offer a one-stop destination shopping experience with an emphasis on fresh, unique, and high quality offerings paired with an expansive variety of natural, organic, specialty and gourmet products. Our Gourmet Garage specialty markets offer organic produce, signature soups and prepared foods, high-quality meat and seafood, charcuterie and gourmet cheeses, artisan baked bread and pastries, chef-prepared meals to go and pantry staples.

The Company has an ongoing program to evaluate, upgrade and expand its supermarket chain. This program has included store remodels as well as the opening or acquisition of additional stores. When remodeling, Village has sought, whenever possible, to increase the amount of selling space in its stores.

On March 17, 2024, we opened an 83,000 sq. ft. replacement ShopRite store in Old Bridge, NJ, that replaced our existing 32,000 sq. ft. store.

On November 1, 2023, Village closed an 8,400 sq. ft. 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; percentage of total sales by department (mix); shrink; departmental gross profit percentage; sales per labor hour; units per labor hour; and hourly labor rates.

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
	October 26, 2024		October 28, 2023
Sales	100.00	%	100.00	%
Cost of sales	70.97		71.48
Gross profit	29.03		28.52
Operating and administrative expense	24.66		24.29
Depreciation and amortization	1.50		1.59
Operating income	2.87		2.64

Interest expense	(0.18)		(0.20)
Interest income	0.65		0.71
Income before income taxes	3.34		3.15
Income taxes	1.04		0.99
Net income	2.30	%	2.16	%

Sales. 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 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.

Gross Profit. 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 .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 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 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 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 31.2% in the 13 weeks ended October 26, 2024 compared to 31.5% in the 13 weeks ended October 28, 2023.

Net Income. 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

Critical accounting policies are those accounting policies that management believes are important to the portrayal of the Company’s financial condition and results of operations. These policies require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. 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. As 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. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

LIQUIDITY AND CAPITAL RESOURCES

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 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 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.

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.

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.

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

Credit Facility

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.

OUTLOOK

This Form 10-Q contains certain forward-looking statements about Village’s future performance. These statements are based on management’s assumptions and beliefs in light of information currently available. Such statements relate to, for example: same store sales; economic conditions; expected pension plan contributions; projected capital expenditures; cash flow requirements; inflation expectations; and legal matters; 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 undertakes no obligation to update forward-looking statements to reflect developments or information obtained after the date hereof.

•We expect the increase in same store sales to range from 1.0% to 3.0% in fiscal 2025.

•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 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 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.

•We expect our effective income tax rate in fiscal 2025 to be in the range of 31.0% - 32.0%.

Various uncertainties and other factors could cause actual results to differ from the forward-looking statements contained in this report. These include:

•The supermarket business is highly competitive and characterized by narrow profit margins. Results of operations may be materially adversely impacted by competitive pricing and promotional programs, industry consolidation and competitor store openings. Village competes directly with multiple retail formats both in-store and online, including national, regional and local supermarket chains as well as warehouse clubs, supercenters, drug stores, discount general merchandise stores, fast food chains, restaurants, dollar stores and convenience stores. Some of these competitors have greater financial resources, lower merchandise acquisition costs and lower operating expenses than we do.

•The Company’s stores are concentrated in New Jersey, New York, Pennsylvania and Maryland. We are vulnerable to economic downturns in these states in addition to those that may affect the country as a whole. 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, 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.

Any material change in Wakefern’s method of operation or a termination or material modification of Village’s relationship with Wakefern could have an adverse impact on the conduct of the Company’s business and could involve additional expense for Village. The failure of any Wakefern member to fulfill its obligations to Wakefern or a member’s insolvency or withdrawal from Wakefern could result in increased costs to the Company. Additionally, an adverse change in Wakefern’s results of operations could have an adverse effect on Village’s results of operations.

•Approximately 91% of our employees are covered by collective bargaining agreements. Any work stoppages could have an adverse impact on our financial results. If we are unable to control health care and pension costs provided for in the collective bargaining agreements, we may experience increased operating costs.

•The Company could be adversely affected if consumers lose confidence in the safety and quality of the food supply chain. The real or perceived sale of contaminated food products by us could result in a loss of consumer confidence and product liability claims, which could have a material adverse effect on our sales and operations.

•Certain of the multi-employer plans to which we contribute are underfunded. As a result, we expect that contributions to these plans may increase. Additionally, the benefit levels and related items will be issues in the negotiation of our collective bargaining agreements. Under current law, an employer that withdraws or partially withdraws from a multi-employer pension plan may incur a withdrawal liability to the plan, which represents the portion of the plan’s underfunding that is allocable to the withdrawing employer under very complex actuarial and allocation rules. The failure of a withdrawing employer to fund these obligations can impact remaining employers. The amount of any increase or decrease in our required contributions to these multi-employer pension plans will depend upon the outcome of collective bargaining, actions taken by trustees who manage the plans, government regulations, withdrawals by other participating employers and the actual return on assets held in the plans, among other factors.

•The Company uses a combination of insurance and self-insurance to provide for potential liability for workers’ compensation, automobile, general liability, property, director and officers’ liability, and certain employee health care benefits. Any projection of losses is subject to a high degree of variability. Changes in legal claims, trends and interpretations, variability in inflation rates, changes in the nature and method of claims settlement, benefit level changes due to changes in applicable laws, and insolvency of insurance carriers could all affect our financial condition, results of operations, or cash flows.

•Our long-lived assets, primarily store property, equipment and fixtures, are subject to periodic testing for impairment. Failure of our asset groups to achieve sufficient levels of cash flow could result in impairment charges on long-lived assets.

•Our goodwill and indefinite-lived intangible assets are tested at the end of each fiscal year, or more frequently if circumstances dictate, for impairment. Failure of acquired businesses to achieve their forecasted expectations could result in impairment charges to goodwill and indefinite-lived intangible assets.

•Our effective tax rate may be impacted by the results of tax examinations and changes in tax laws.

•Wakefern provides all members of the cooperative with information system support that enables us to effectively manage our business data, customer transactions, ordering, communications and other business processes. These information systems are subject to damage or interruption from power outages, computer or telecommunications failures, computer viruses and related malicious software, catastrophic weather events, or human error. Any material interruption of our or Wakefern’s information systems could have a material adverse impact on our results of operations.

Due to the nature of our business, personal information about our customers, vendors and associates is received and stored in these information systems. In addition, confidential information is transmitted through our online business at shoprite.com and through the ShopRite app. Unauthorized parties may attempt to access information stored in or to sabotage or disrupt these systems. Wakefern and the Company maintain substantial security measures to prevent and detect unauthorized access to such information, including utilizing third-party service providers for monitoring our networks, security reviews, and other functions. It is possible that computer hackers, cyber terrorists and others may be able to defeat the security measures in place at the Company, Wakefern or those of third-party service providers.

Any breach of these security measures and loss of confidential information, which could be undetected for a period of time, could damage our reputation with customers, vendors and associates, cause Wakefern and Village to incur significant costs to protect any customers, vendors and associates whose personal data was compromised, cause us to make changes to our information systems and could result in government enforcement actions and litigation against Wakefern and/or Village from outside parties. Any such breach could have a material adverse impact on our operations, consolidated financial condition, results of operations, and liquidity if the related costs to Wakefern and Village are not covered or are in excess of carried insurance policies. In addition, a security breach could require Wakefern and Village to devote significant management resources to address problems created by the security breach and restore our reputation.

RELATED PARTY TRANSACTIONS

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Exchange Act, the Company carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures at the end of the period. This evaluation was carried out under the supervision, and with the participation, of the Company’s management, including the Company’s Chief Executive Officer along with the Company’s Chief Financial Officer. Based upon that evaluation, the Company’s Chief Executive Officer, along with the Company’s Chief Financial Officer, concluded that the Company’s disclosure controls and procedures are effective.

Disclosure controls and procedures are designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

There have been no changes in the Company’s internal control over financial reporting during the quarter ended October 26, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

PART II - OTHER INFORMATION


ITEM 6. EXHIBITS
Exhibit 31.1			Certification
Exhibit 31.2			Certification
Exhibit 32.1			Certification (furnished, not filed)
Exhibit 32.2			Certification (furnished, not filed)
Exhibit 99.1			Press Release
101 INS			XBRL Instance
101 SCH			XBRL Schema
101 CAL			XBRL Calculation
101 DEF			XBRL Definition
101 LAB			XBRL Label
101 PRE			XBRL Presentation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			Village Super Market, Inc.
			Registrant

Dated: December 4, 2024			/s/ Robert P. Sumas
			Robert P. Sumas
			(Chief Executive Officer)

Dated: December 4, 2024			/s/ John Van Orden
			John Van Orden
			(Chief Financial Officer)

SEC Form 10-Q filed by Village Super Market Inc.