vlgea-20250426

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 April 26, 2025

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:

		June 4, 2025

	Class A Common Stock, No Par Value	10,630,877 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			21

Item 4. Controls and Procedures			21

PART II

OTHER INFORMATION



Item 6. Exhibits			22

Signatures			23

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited)
	April 26, 2025		July 27, 2024
ASSETS
Current assets
Cash and cash equivalents	$	115,360	$	117,261
Merchandise inventories	51,181		46,739
Patronage dividend receivable	9,945		16,068


Income taxes receivable	118		2,252
Other current assets	18,423		17,382
Total current assets	195,027		199,702

Property, equipment and fixtures, net	331,538		303,217
Operating lease assets	248,391		259,764
Notes receivable from Wakefern	109,152		102,862
Investment in Wakefern	32,207		33,093
Investments in Real Estate Partnerships	21,312		19,923
Goodwill	24,190		24,190
Other assets	33,756		38,913
Total assets	$	995,573	$	981,664
LIABILITIES and SHAREHOLDERS' EQUITY
Current liabilities
Operating lease obligations	$	21,559	$	21,282
Finance lease obligations	1,010		879
Notes payable to Wakefern	560		751
Current portion of debt	9,593		9,481
Accounts payable to Wakefern	80,101		80,902
Accounts payable and accrued expenses	37,361		28,433
Accrued wages and benefits	31,680		32,489
Income taxes payable	2,019		—
Total current liabilities	183,883		174,217
Long-term debt
Operating lease obligations	245,199		256,091
Finance lease obligations	18,571		19,525
Notes payable to Wakefern	514		911
Long-term debt	50,728		62,764
Total long-term debt	315,012		339,291
Pension liabilities	3,034		5,113
Other liabilities	13,964		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 11,628 shares at April 26, 2025 and 11,559 shares at July 27, 2024	82,701		80,186
Class B common stock, no par value: Authorized 20,000 shares; issued and outstanding 4,125 shares at April 26, 2025 and 4,204 shares at July 27, 2024	670		683
Retained earnings	411,497		380,618
Accumulated other comprehensive income	5,277		6,579
Less treasury stock, Class A, at cost: 997 shares at April 26, 2025 and 999 shares at July 27, 2024	(20,465)		(20,507)
Total shareholders’ equity	479,680		447,559
Total liabilities and shareholders’ equity	$	995,573	$	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				39 Weeks Ended
	April 26, 2025		April 27, 2024		April 26, 2025		April 27, 2024
Sales	$	563,669	$	546,396	$	1,721,016	$	1,658,329

Cost of sales	401,488		390,464		1,226,951		1,186,007

Gross profit	162,181		155,932		494,065		472,322

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

Depreciation and amortization	8,773		8,078		25,758		25,108

Operating income	13,725		10,204		51,850		42,795



Interest expense	(899)		(1,015)		(2,871)		(3,125)

Interest income	3,256		3,634		10,228		11,202

Income before income taxes	16,082		12,823		59,207		50,872

Income taxes	4,921		3,857		18,349		15,842

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

Net income per share:
Class A common stock:
Basic	$	0.84	$	0.67	$	3.07	$	2.63
Diluted	$	0.75	$	0.60	$	2.76	$	2.36

Class B common stock:
Basic	$	0.54	$	0.44	$	1.99	$	1.71
Diluted	$	0.54	$	0.44	$	1.99	$	1.71

See notes to consolidated financial statements.


VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) (Unaudited)
	13 Weeks Ended				39 Weeks Ended
	April 26, 2025		April 27, 2024		April 26, 2025		April 27, 2024
Net income	$	11,161	$	8,966	$	40,858	$	35,030

Other comprehensive income:
Unrealized (losses) gains on interest rate swaps, net of tax (1)	(989)		738		(1,099)		38
Amortization of pension actuarial gain, net of tax (2)	(68)		(75)		(203)		(224)



Comprehensive income	$	10,104	$	9,629	$	39,556	$	34,844

(1)Amount is net of tax of $447 and $339 for the 13 weeks ended April 26, 2025 and April 27, 2024, respectively, and $497 and $16 for the 39 weeks ended April 26, 2025 and April 27, 2024, respectively.

(2)Amount is net of tax of $31 and $34 for the 13 weeks ended April 26, 2025 and April 27, 2024, respectively, and $93 and $103 for the 39 weeks ended April 26, 2025 and April 27, 2024, 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 April 26, 2025 and April 27, 2024
	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, January 25, 2025	11,620	$	81,792	4,125	$	670	$	403,663	$	6,334	998	$	(20,491)	$	471,968
Net income	—	—		—	—		11,161		—		—	—		11,161
Other comprehensive loss, net of tax of $478	—	—		—	—		—		(1,057)		—	—		(1,057)
Dividends	—	—		—	—		(3,327)		—		—	—		(3,327)
Exercise of stock options	1	6		—	—		—		—		(1)	26		32

Restricted shares forfeited	(1)	(1)		—	—		—		—		—	—		(1)
Share-based compensation expense	8	904		—	—		—		—		—	—		904

Balance, April 26, 2025	11,628	$	82,701	4,125	$	670	$	411,497	$	5,277	997	$	(20,465)	$	479,680

Balance, January 27, 2024	11,556	$	78,000	4,204	$	683	$	362,862	$	7,285	968	$	(19,685)	$	429,145
Net income	—	—		—	—		8,966		—		—	—		8,966
Other comprehensive income, net of tax of $305	—	—		—	—		—		663		—	—		663
Dividends	—	—		—	—		(3,303)		—		—	—		(3,303)

Treasury stock purchases	—	—		—	—		—		—		9	(219)		(219)
Restricted shares forfeited	—	—		—	—		—		—		—	—		—
Share-based compensation expense	6	955		—	—		—		—		—	—		955

Balance, April 27, 2024	11,562	$	78,955	4,204	$	683	$	368,525	$	7,948	977	$	(19,904)	$	436,207

	39 Weeks Ended April 26, 2025 and April 27, 2024
	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	—	—		—	—		40,858		—		—	—		40,858
Other comprehensive loss, net of tax of $590	—	—		—	—		—		(1,302)		—	—		(1,302)
Dividends	—	—		—	—		(9,979)		—		—	—		(9,979)
Exercise of stock options	2	11		—	—		—		—		(2)	42		53

Restricted shares forfeited	(20)	(195)		—	—		—		—		—	—		(195)
Share-based compensation expense	8	2,686		—	—		—		—		—	—		2,686
Conversion of Class B shares to Class A shares	79	13		(79)	(13)		—		—		—	—		—
Balance, April 26, 2025	11,628	$	82,701	4,125	$	670	$	411,497	$	5,277	997	$	(20,465)	$	479,680

Balance, July 29, 2023	11,563	$	76,179	4,204	$	683	$	343,497	$	8,134	912	$	(18,327)	$	410,166
Net income	—	—		—	—		35,030		—		—	—		35,030
Other comprehensive loss, net of tax of $87	—	—		—	—		—		(186)		—	—		(186)
Dividends	—	—		—	—		(10,002)		—		—	—		(10,002)

Treasury stock purchases	—	—		—	—		—		—		65	(1,577)		(1,577)
Restricted shares forfeited	(21)	(80)		—	—		—		—		—	—		(80)
Share-based compensation expense	20	2,856		—	—		—		—		—	—		2,856
Balance, April 27, 2024	11,562	$	78,955	4,204	$	683	$	368,525	$	7,948	977	$	(19,904)	$	436,207

See notes to consolidated financial statements.


VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)
	39 Weeks Ended
	April 26, 2025		April 27, 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	40,858	$	35,030
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	27,524		26,566
Non-cash share-based compensation	2,491		2,776

Deferred taxes	(1,338)		(588)
Provision to value inventories at LIFO	614		1,399

Gain on sale of property, equipment and fixtures	(26)		(209)
Changes in assets and liabilities:
Merchandise inventories	(5,056)		(4,044)
Patronage dividend receivable	6,123		2,443
Accounts payable to Wakefern	(1,587)		630
Accounts payable and accrued expenses	2,600		340
Accrued wages and benefits	(809)		(252)
Income taxes receivable / payable	4,098		(9,831)
Other assets and liabilities	(3,954)		3,780
Net cash provided by operating activities	71,538		58,040
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(48,705)		(54,103)
Proceeds from the sale of assets	—		196
Investment in notes receivable from Wakefern	(6,290)		(39,849)
Maturity of notes receivable from Wakefern	—		33,338


Investment in real estate partnership	(339)		(4,704)

Net cash used in investing activities	(55,334)		(65,122)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of stock options	53		—
Excess tax benefit related to share-based compensation	55		—

Principal payments of long-term debt	(8,234)		(8,304)



Dividends	(9,979)		(10,002)
Treasury stock purchases	—		(1,577)
Net cash used in financing activities	(18,105)		(19,883)

NET DECREASE IN CASH AND CASH EQUIVALENTS	(1,901)		(26,965)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	117,261		140,910
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	115,360	$	113,945

SUPPLEMENTAL DISCLOSURES OF CASH PAYMENTS MADE FOR:
Interest	$	2,871	$	3,125
Income taxes	$	15,535	$	26,260

NONCASH SUPPLEMENTAL DISCLOSURES:
Investment in Wakefern and increase in notes payable to Wakefern	$	—	$	31
Capital expenditures included in accounts payable and accrued expenses	$	13,087	$	7,034
Lease obligations obtained in exchange for right-of-use assets	$	10,805	$	5,550

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 April 26, 2025 and the consolidated statements of operations, comprehensive income and cash flows for the 13 and 39 weeks ended April 26, 2025 and April 27, 2024 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 April 26, 2025 are not necessarily indicative of the results to be expected for the full year.

Disaggregated Revenues

The following table presents the Company's sales by product categories during each of the periods indicated:


	13 Weeks Ended								39 Weeks Ended
	April 26, 2025				April 27, 2024				April 26, 2025				April 27, 2024
	Amount		%		Amount		%		Amount		%		Amount		%
Center Store (1)	$	335,755	59.6	%	$	325,450	59.6	%	$	1,033,736	60.1	%	$	996,947	60.1	%
Fresh (2)	203,415		36.1		199,157		36.4		612,624		35.6		595,287		35.9
Pharmacy	22,710		4.0		20,247		3.7		69,320		4.0		60,795		3.7
Other (3)	1,789		0.3		1,542		0.3		5,336		0.3		5,300		0.3

Total Sales	$	563,669	100.0	%	$	546,396	100.0	%	$	1,721,016	100.0	%	$	1,658,329	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 April 26, 2025 and July 27, 2024, approximately 64% of merchandise inventories are valued by the LIFO method while the balance is valued by FIFO. If the FIFO method had been used for the entire inventory, inventories would have been $22,403 and $21,789 higher than reported at April 26, 2025 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				39 Weeks Ended
	April 26, 2025		April 27, 2024		April 26, 2025		April 27, 2024
Net income	$	11,161	$	8,966	$	40,858	$	35,030
Distributed and allocated undistributed Net income to unvested restricted shareholders	364		330		1,371		1,310
Net income available to Class A and Class B shareholders	$	10,797	$	8,636	$	39,487	$	33,720

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


	13 Weeks Ended				39 Weeks Ended
	April 26, 2025				April 26, 2025
	Class A		Class B		Class A		Class B
Numerator:
Net income allocated, basic	$	8,550	$	2,247	$	31,210	$	8,277
Conversion of Class B to Class A shares	2,247		—		8,277		—

Net income allocated, diluted	$	10,797	$	2,247	$	39,487	$	8,277

Denominator:
Weighted average shares outstanding, basic	10,190		4,125		10,160		4,150
Conversion of Class B to Class A shares	4,125		—		4,150		—

Weighted average shares outstanding, diluted	14,315		4,125		14,310		4,150

	13 Weeks Ended				39 Weeks Ended
	April 27, 2024				April 27, 2024
	Class A		Class B		Class A		Class B
Numerator:
Net income allocated, basic	$	6,798	$	1,838	$	26,550	$	7,170
Conversion of Class B to Class A shares	1,838		—		7,170		—

Net income allocated, diluted	$	8,636	$	1,838	$	33,720	$	7,170

Denominator:
Weighted average shares outstanding, basic	10,092		4,204		10,112		4,204
Conversion of Class B to Class A shares	4,204		—		4,204		—

Weighted average shares outstanding, diluted	14,296		4,204		14,316		4,204

Outstanding stock options to purchase Class A shares of 2 were excluded from the calculation of diluted net income per share at April 27, 2024 as a result of their anti-dilutive effect. In addition, 429 and 485 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 April 26, 2025 and April 27, 2024, 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 April 26, 2025, the Company held variable rate notes receivable due from Wakefern of $35,918 that earn interest at the prime rate plus .50% and mature on August 15, 2027, $37,077 that earn interest at the prime rate plus .50% and mature on September 28, 2027 and $36,157 that earn interest at the SOFR plus 2.25% and mature on February 15, 2029.

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

Included in cash and cash equivalents at April 26, 2025 and July 27, 2024 are $100,070 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 $4,340 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.

There have been no other significant changes in the Company’s relationships or nature of transactions with related parties during the 39 weeks ended April 26, 2025.

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:


	April 26, 2025		July 27, 2024

Secured term loans	$	46,445	$	49,646
Unsecured term loan	13,876		17,662
New Market Tax Credit Financing	—		4,937

Total debt, excluding obligations under leases	60,321		72,245
Less current portion	9,593		9,481

Total long-term debt, excluding obligations under leases	$	50,728	$	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 1.25% and expires on April 30, 2030.

•An unsecured $25,500 term loan issued on May 12, 2020, repayable in equal monthly installments based on a seven-year amortization schedule through May 4, 2027 and bearing interest at the applicable SOFR plus 1.46%. 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 ($7,438 outstanding at April 26, 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 April 26, 2025. As of April 26, 2025, $67,562 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. 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.

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 April 26, 2025, the Company had five interest rate swaps with an aggregate initial notional value of $99,975 to hedge the variable cash flows associated with variable-rate loans under the Company's Credit Facility. The interest rate swaps were executed for risk management and are not held for trading purposes. 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 $496 and $748 during the 13 weeks ended April 26, 2025 and April 27, 2024, respectively, and $1,768 and $2,304 during the 39 weeks ended April 26, 2025 and April 27, 2024, respectively, from Accumulated other comprehensive income to Interest expense.

The notional value of the interest rate swaps were $60,515 as of April 26, 2025. The fair value of interest rate swaps recorded in Other assets in the consolidated balance sheets is $5,761 as of April 26, 2025.

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, nine of which are owned, average 57,000 total square feet. These larger store sizes enable the Company to offer a wide variety of national branded and locally sourced food products, including grocery, meat, produce, dairy, deli, seafood, prepared foods, bakery and frozen foods as well as non-food product offerings, including health and beauty care, general merchandise, liquor and 21 in-store pharmacies. 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 April 9, 2025, we opened a 72,000 sq. ft. replacement ShopRite store in Watchung, NJ, that replaced an existing 44,000 sq. ft. store.

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

On November 1, 2023, we 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.

NON-GAAP MEASURES

The accompanying Consolidated Financial Statements, including the related notes, are presented in accordance with generally accepted accounting principles ("GAAP"). We provide non-GAAP measures, including Adjusted net income and Adjusted operating and administrative expenses as management believes these supplemental measures are useful to investors and analysts. These non-GAAP financial measures should not be reviewed in isolation or considered as a substitute for our

financial results as reported in accordance with GAAP, nor as an alternative to net income, operating and administrative expense or any other GAAP measure of performance. Adjusted net income and Adjusted operating and administrative expense are useful to investors because they provide supplemental measures that exclude the financial impact of certain items that affect period-to-period comparability. Management and the Board of Directors use these measures as they provide greater transparency in assessing ongoing operating performance on a period-to-period basis. Other companies may have different definitions of Non-GAAP Measures and provide for different adjustments, and comparability to the Company's results of operations may be impacted by such differences. The Company's presentation of Non-GAAP Measures should not be construed as an implication that its future results will be unaffected by unusual or non-recurring items.

The following tables reconciles Net income to Adjusted net income and Operating and administrative expenses to Adjusted operating and administrative expenses:


	13 Weeks Ended						39 Weeks Ended
	April 26, 2025			April 27, 2024			April 26, 2025			April 27, 2024
Net Income	$	11,161		$	8,966		$	40,858		$	35,030

Adjustments to Operating Expenses:
Store pre-opening costs (1)	684			907			684			907


Adjustments to Income Taxes:
Tax impact of adjustments to operating expenses	(212)			(281)			(212)			(281)
Adjusted net income	$	11,633		$	9,592		$	41,330		$	35,656


Operating and administrative expenses	$	139,683		$	137,650		$	416,457		$	404,419
Adjustments to operating and administrative expenses	(684)			(907)			(684)			(907)
Adjusted operating and administrative expenses	138,999			136,743			415,773			403,512
Adjusted operating and administrative expenses as a % of sales	24.66		%	25.03		%	24.16		%	24.33		%

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

RESULTS OF OPERATIONS

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

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