vlgea-20220129

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 January 29, 2022

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:

		March 9, 2022

	Class A Common Stock, No Par Value	10,251,456 Shares
	Class B Common Stock, No Par Value	4,293,748 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			14

Item 3. Quantitative & Qualitative Disclosures about Market Risk			21

Item 4. Controls and Procedures			21

PART II

OTHER INFORMATION



Item 6. Exhibits			21

Signatures			22

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements


VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited)
	January 29, 2022		July 31, 2021
ASSETS
Current assets
Cash and cash equivalents	$	125,897	$	116,314
Merchandise inventories	44,250		42,633
Patronage dividend receivable	4,912		11,860
Notes receivable from Wakefern	27,949		—

Income taxes receivable	8,687		5,111
Other current assets	20,509		20,398
Total current assets	232,204		196,316

Property, equipment and fixtures, net	269,165		256,154
Operating lease assets	276,321		289,461
Notes receivable from Wakefern	28,536		55,295
Investment in Wakefern	33,004		33,004
Goodwill	24,190		24,190
Other assets	33,890		34,584

Total assets	$	897,310	$	889,004
LIABILITIES and SHAREHOLDERS' EQUITY
Current liabilities
Operating lease obligations	$	22,161	$	21,627
Finance lease obligations	563		531
Notes payable to Wakefern	710		632
Current portion of debt	7,466		6,976
Accounts payable to Wakefern	79,092		70,792
Accounts payable and accrued expenses	22,520		25,098
Accrued wages and benefits	24,205		25,036
Income taxes payable	317		1,601
Total current liabilities	157,034		152,293
Long-term debt
Operating lease obligations	265,215		278,135
Finance lease obligations	21,926		22,325
Notes payable to Wakefern	2,593		2,791
Long-term debt	70,042		66,827
Total long-term debt	359,776		370,078
Pension liabilities	10,298		10,182
Other liabilities	14,946		14,978
Commitments and contingencies
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 10,981 shares at January 29, 2022 and 10,978 shares at July 31, 2021	71,808		70,594
Class B common stock, no par value: Authorized 20,000 shares; issued and outstanding 4,294 shares at January 29, 2022 and July 31, 2021	697		697
Retained earnings	304,117		293,185
Accumulated other comprehensive loss	(7,338)		(9,064)
Less treasury stock, Class A, at cost: 730 shares at January 29, 2022 and 726 shares at July 31, 2021	(14,028)		(13,939)
Total shareholders’ equity	355,256		341,473

Total liabilities and shareholders’ equity	$	897,310	$	889,004

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				26 Weeks Ended
	January 29, 2022		January 23, 2021		January 29, 2022		January 23, 2021
Sales	$	537,408	$	522,818	$	1,031,619	$	1,012,954

Cost of sales	387,797		380,973		741,829		733,146

Gross profit	149,611		141,845		289,790		279,808

Operating and administrative expense	126,487		126,449		247,770		250,812

Depreciation and amortization	8,460		8,793		16,795		17,507

Operating income	14,664		6,603		25,225		11,489



Interest expense	(963)		(982)		(1,932)		(1,969)

Interest income	905		874		1,881		1,766

Income before income taxes	14,606		6,495		25,174		11,286

Income taxes	4,477		1,940		7,717		3,370

Net income	$	10,129	$	4,555	$	17,457	$	7,916

Net income per share:
Class A common stock:
Basic	$	0.78	$	0.35	$	1.34	$	0.61
Diluted	$	0.69	$	0.31	$	1.20	$	0.54

Class B common stock:
Basic	$	0.50	$	0.23	$	0.87	$	0.39
Diluted	$	0.50	$	0.23	$	0.87	$	0.39

See notes to consolidated financial statements.


VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) (Unaudited)
	13 Weeks Ended				26 Weeks Ended
	January 29, 2022		January 23, 2021		January 29, 2022		January 23, 2021
Net income	$	10,129	$	4,555	$	17,457	$	7,916

Other comprehensive income:
Unrealized gains on interest rate swaps, net of tax (1)	759		501		1,550		1,094
Amortization of pension actuarial loss, net of tax (2)	88		101		176		203




Comprehensive income	$	10,976	$	5,157	$	19,183	$	9,213

(1)Amount is net of tax of $324 and $218 for the 13 weeks January 29, 2022 and January 23, 2021, respectively, and $663 and $479 for the 26 weeks ended January 29, 2022 and January 23, 2021, respectively.

(2)Amounts are net of tax of $38 and $45 for the 13 weeks January 29, 2022 and January 23, 2021, respectively, and $76 and $91 for the 26 weeks ended January 29, 2022 and January 23, 2021, respectively. All amounts are reclassified from accumulated other comprehensive loss 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 January 29, 2022 and January 23, 2021
	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, October 30, 2021	10,987	$	71,238	4,294	$	697	$	297,249	$	(8,185)	730	$	(14,028)	$	346,971
Net income	—	—		—	—		10,129		—		—	—		10,129
Other comprehensive income, net of tax of $362	—	—		—	—		—		847		—	—		847
Dividends	—	—		—	—		(3,261)		—		—	—		(3,261)


Restricted shares forfeited	(6)	(56)		—	—		—		—		—	—		(56)
Share-based compensation expense	—	626		—	—		—		—		—	—		626


Balance, January 29, 2022	10,981	$	71,808	4,294	$	697	$	304,117	$	(7,338)	730	$	(14,028)	$	355,256

Balance, October 24, 2020	10,988	$	68,695	4,294	$	697	$	286,344	$	(8,056)	726	$	(13,939)	$	333,741
Net income	—	—		—	—		4,555		—		—	—		4,555
Other comprehensive income, net of tax of $263	—	—		—	—		—		602		—	—		602
Dividends	—	—		—	—		(3,265)		—		—	—		(3,265)


Restricted shares forfeited	(3)	(12)		—	—		—		—		—	—		(12)
Share-based compensation expense	—	641		—	—		—		—		—	—		641

Balance, January 23, 2021	10,985	$	69,324	4,294	$	697	$	287,634	$	(7,454)	726	$	(13,939)	$	336,262

	26 Weeks Ended January 29, 2022 and January 23, 2021
	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 31, 2021	10,978	$	70,594	4,294	$	697	$	293,185	$	(9,064)	726	$	(13,939)	$	341,473
Net income	—	—		—	—		17,457		—		—	—		17,457
Other comprehensive income, net of tax of $739	—	—		—	—		—		1,726		—	—		1,726
Dividends	—	—		—	—		(6,525)		—		—	—		(6,525)

Treasury stock purchases	—	—		—	—		—		—		4	(89)		(89)
Restricted shares forfeited	(6)	(56)		—	—		—		—		—	—		(56)
Share-based compensation expense	9	1,270		—	—		—		—		—	—		1,270


Balance, January 29, 2022	10,981	$	71,808	4,294	$	697	$	304,117	$	(7,338)	730	$	(14,028)	$	355,256

Balance, July 25, 2020	10,985	$	68,072	4,294	$	697	$	286,241	$	(8,751)	726	$	(13,939)	$	332,320
Net income	—	—		—	—		7,916		—		—	—		7,916
Other comprehensive income, net of tax of $570	—	—		—	—		—		1,297		—	—		1,297
Dividends	—	—		—	—		(6,523)		—		—	—		(6,523)


Restricted shares forfeited	(8)	(24)		—	—		—		—		—	—		(24)
Share-based compensation expense	8	1,276		—	—		—		—		—	—		1,276

Balance, January 23, 2021	10,985	$	69,324	4,294	$	697	$	287,634	$	(7,454)	726	$	(13,939)	$	336,262

See notes to consolidated financial statements.


VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)
	26 Weeks Ended
	January 29, 2022		January 23, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	17,457	$	7,916
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	17,549		18,222
Non-cash share-based compensation	1,214		1,252

Deferred taxes	(1,233)		(1,456)
Provision to value inventories at LIFO	521		—

Gain on sale of property, equipment and fixtures	(220)		(84)
Changes in assets and liabilities:
Merchandise inventories	(2,138)		(4,973)
Patronage dividend receivable	6,948		6,808
Accounts payable to Wakefern	7,767		(2,124)
Accounts payable and accrued expenses	(2,129)		(1,158)
Accrued wages and benefits	(831)		(957)
Income taxes receivable / payable	(

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