Village Super Market - 10-Q quarterly report FY2022 Q3

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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 30, 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:

		June 8, 2022

	Class A Common Stock, No Par Value	10,222,404 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			23

Item 4. Controls and Procedures			23

PART II

OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			24

Item 6. Exhibits			24

Signatures			25

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements


VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited)
	April 30, 2022		July 31, 2021
ASSETS
Current assets
Cash and cash equivalents	$	119,915	$	116,314
Merchandise inventories	46,429		42,633
Patronage dividend receivable	8,366		11,860
Notes receivable from Wakefern	28,262		—

Income taxes receivable	5,011		5,111
Other current assets	17,077		20,398
Total current assets	225,060		196,316

Property, equipment and fixtures, net	267,910		256,154
Operating lease assets	293,501		289,461
Notes receivable from Wakefern	28,821		55,295
Investment in Wakefern	33,004		33,004
Goodwill	24,190		24,190
Other assets	41,292		34,584

Total assets	$	913,778	$	889,004
LIABILITIES and SHAREHOLDERS' EQUITY
Current liabilities
Operating lease obligations	$	20,856	$	21,627
Finance lease obligations	579		531
Notes payable to Wakefern	675		632
Current portion of debt	7,466		6,976
Accounts payable to Wakefern	72,591		70,792
Accounts payable and accrued expenses	24,078		25,098
Accrued wages and benefits	26,090		25,036
Income taxes payable	385		1,601
Total current liabilities	152,720		152,293
Long-term debt
Operating lease obligations	283,578		278,135
Finance lease obligations	21,720		22,325
Notes payable to Wakefern	2,486		2,791
Long-term debt	68,173		66,827
Total long-term debt	375,957		370,078
Pension liabilities	6,519		10,182
Other liabilities	17,007		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 10,975 shares at April 30, 2022 and 10,978 shares at July 31, 2021	72,351		70,594
Class B common stock, no par value: Authorized 20,000 shares; issued and outstanding 4,294 shares at April 30, 2022 and July 31, 2021	697		697
Retained earnings	297,625		293,185
Accumulated other comprehensive income (loss)	5,490		(9,064)
Less treasury stock, Class A, at cost: 752 shares at April 30, 2022 and 726 shares at July 31, 2021	(14,588)		(13,939)
Total shareholders’ equity	361,575		341,473

Total liabilities and shareholders’ equity	$	913,778	$	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				39 Weeks Ended
	April 30, 2022		April 24, 2021		April 30, 2022		April 24, 2021
Sales	$	501,962	$	481,093	$	1,533,581	$	1,494,047

Cost of sales	360,371		347,671		1,102,199		1,080,817

Gross profit	141,591		133,422		431,382		413,230

Operating and administrative expense	137,751		121,156		385,521		371,968

Depreciation and amortization	8,130		8,418		24,925		25,925

Operating (loss) income	(4,290)		3,848		20,936		15,337



Interest expense	(991)		(994)		(2,923)		(2,963)

Interest income	950		904		2,831		2,670

(Loss) income before income taxes	(4,331)		3,758		20,844		15,044

Income taxes	(1,100)		1,184		6,617		4,554

Net (loss) income	$	(3,231)	$	2,574	$	14,227	$	10,490

Net (loss) income per share:
Class A common stock:
Basic	$	(0.25)	$	0.20	$	1.09	$	0.80
Diluted	$	(0.22)	$	0.18	$	0.97	$	0.72

Class B common stock:
Basic	$	(0.16)	$	0.13	$	0.71	$	0.52
Diluted	$	(0.16)	$	0.13	$	0.71	$	0.52

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 30, 2022		April 24, 2021		April 30, 2022		April 24, 2021
Net (loss) income	$	(3,231)	$	2,574	$	14,227	$	10,490

Other comprehensive income:
Unrealized gains on interest rate swaps, net of tax (1)	2,572		953		4,122		2,047
Amortization of pension actuarial loss, net of tax (2)	89		101		265		304
Pension settlement loss, net of tax (3)	8,525		—		8,525		—
Pension remeasurement, net of tax (4)	1,642		—		1,642		—


Comprehensive income	$	9,597	$	3,628	$	28,781	$	12,841

(1)Amount is net of tax of $1,104 and $417 for the 13 weeks April 30, 2022 and April 24, 2021, respectively, and $1,767 and $896 for the 39 weeks ended April 30, 2022 and April 24, 2021, respectively.

(2)Amounts are net of tax of $37 and $46 for the 13 weeks April 30, 2022 and April 24, 2021, respectively, and $113 and $137 for the 39 weeks ended April 30, 2022 and April 24, 2021, respectively. All amounts are reclassified from accumulated other comprehensive loss to operating and administrative expense.

(3)Amounts are net of tax of $3,780. All amounts are reclassified from accumulated other comprehensive loss to operating and administrative expense.

(4)Amounts are net of tax of $702.

See notes to consolidated financial statements.


VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (In thousands) (Unaudited)
	13 Weeks Ended April 30, 2022 and April 24, 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, January 29, 2022	10,981	$	71,808	4,294	$	697	$	304,117	$	(7,338)	730	$	(14,028)	$	355,256
Net loss	—	—		—	—		(3,231)		—		—	—		(3,231)
Other comprehensive income, net of tax of $5,623	—	—		—	—		—		12,828		—	—		12,828
Dividends	—	—		—	—		(3,261)		—		—	—		(3,261)

Treasury stock purchases	—	—		—	—		—		—		22	(560)		(560)
Restricted shares forfeited	(6)	(73)		—	—		—		—		—	—		(73)
Share-based compensation expense	—	616		—	—		—		—		—	—		616


Balance, April 30, 2022	10,975	$	72,351	4,294	$	697	$	297,625	$	5,490	752	$	(14,588)	$	361,575

Balance, January 23, 2021	10,985	$	69,324	4,294	$	697	$	287,634	$	(7,454)	726	$	(13,939)	$	336,262
Net income	—	—		—	—		2,574		—		—	—		2,574
Other comprehensive income, net of tax of $463	—	—		—	—		—		1,054		—	—		1,054
Dividends	—	—		—	—		(3,262)		—		—	—		(3,262)



Share-based compensation expense	—	640		—	—		—		—		—	—		640

Balance, April 24, 2021	10,985	$	69,964	4,294	$	697	$	286,946	$	(6,400)	726	$	(13,939)	$	337,268

	39 Weeks Ended April 30, 2022 and April 24, 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	—	—		—	—		14,227		—		—	—		14,227
Other comprehensive income, net of tax of $6,362	—	—		—	—		—		14,554		—	—		14,554
Dividends	—	—		—	—		(9,787)		—		—	—		(9,787)

Treasury stock purchases	—	—		—	—		—		—		26	(649)		(649)
Restricted shares forfeited	(12)	(129)		—	—		—		—		—	—		(129)
Share-based compensation expense	9	1,886		—	—		—		—		—	—		1,886


Balance, April 30, 2022	10,975	$	72,351	4,294	$	697	$	297,625	$	5,490	752	$	(14,588)	$	361,575

Balance, July 25, 2020	10,985	$	68,072	4,294	$	697	$	286,241	$	(8,751)	726	$	(13,939)	$	332,320
Net income	—	—		—	—		10,490		—		—	—		10,490
Other comprehensive income, net of tax of $1,033	—	—		—	—		—		2,351		—	—		2,351
Dividends	—	—		—	—		(9,785)		—		—	—		(9,785)


Restricted shares forfeited	(8)	(24)		—	—		—		—		—	—		(24)
Share-based compensation expense	8	1,916		—	—		—		—		—	—		1,916

Balance, April 24, 2021	10,985	$	69,964	4,294	$	697	$	286,946	$	(6,400)	726	$	(13,939)	$	337,268

See notes to consolidated financial statements.


VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)
	39 Weeks Ended
	April 30, 2022		April 24, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	14,227	$	10,490
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	26,060		27,003
Non-cash share-based compensation	1,757		1,892
Non-cash pension settlement charges	10,811		—
Deferred taxes	(3,674)		(1,539)
Provision to value inventories at LIFO	1,462		—

Gain on sale of property, equipment and fixtures	(220)		(1,031)
Changes in assets and liabilities:
Merchandise inventories	(5,258)		(2,837)
Patronage dividend receivable	3,494		3,464
Accounts payable to Wakefern	1,538		(6,485)
Accounts payable and accrued expenses	(1,747)		(4,076)
Accrued wages and benefits	1,054		(502)
Income taxes receivable / payable	(1,116)		4,611
Other assets and liabilities	3,314		2,005
Net cash provided by operating activities	51,702		32,995
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(36,834)		(14,901)
Proceeds from the sale of assets	4,225		1,076
Investment in notes receivable from Wakefern	(1,788)		(1,708)



Investment in real estate partnership	(4,393)		—

Net cash used in investing activities	(38,790)		(15,533)
CASH FLOWS FROM FINANCING ACTIVITIES


Proceeds from issuance of long-term debt	7,350		50,000
Principal payments of long-term debt	(6,174)		(6,459)

Payments on revolving line of credit	—		(50,000)
Debt issuance costs	(51)		(222)
Dividends	(9,787)		(9,785)
Treasury stock purchases, including shares surrendered for withholding taxes	(649)		—
Net cash used in financing activities	(9,311)		(16,466)

NET INCREASE IN CASH AND CASH EQUIVALENTS	3,601		996

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	116,314		111,681

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	119,915	$	112,677

SUPPLEMENTAL DISCLOSURES OF CASH PAYMENTS MADE FOR:
Interest	$	2,923	$	2,963
Income taxes	$	17,740	$	1,475

NONCASH SUPPLEMENTAL DISCLOSURES:
Investment in Wakefern and increase in notes payable to Wakefern	$	—	$	351
Capital expenditures included in accounts payable and accrued expenses	$	4,152	$	3,779

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 30, 2022 and the consolidated statements of operations, comprehensive income and cash flows for the 13 and 39 weeks ended April 30, 2022 and April 24, 2021 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 31, 2021 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 periods ended April 30, 2022 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 30, 2022				April 24, 2021				April 30, 2022				April 24, 2021
	Amount		%		Amount		%		Amount		%		Amount		%
Center Store (1)	$	297,892	59.4	%	$	286,882	59.6	%	$	918,228	59.9	%	$	904,651	60.6	%
Fresh (2)	185,757		37.0		176,013		36.6		559,909		36.5		533,622		35.7
Pharmacy	16,761		3.3		16,303		3.4		50,365		3.3		49,406		3.3
Other (3)	1,552		0.3		1,895		0.4		5,079		0.3		6,368		0.4

Total Sales	$	501,962	100.0	%	$	481,093	100.0	%	$	1,533,581	100.0	%	$	1,494,047	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 both April 30, 2022 and July 31, 2021, approximately 62% 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 $16,783 and $15,321 higher than reported at April 30, 2022 and July 31, 2021, 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 (loss) income to Net (loss) income available to Class A and Class B shareholders:


	13 Weeks Ended				39 Weeks Ended
	April 30, 2022		April 24, 2021		April 30, 2022		April 24, 2021
Net (loss) income	$	(3,231)	$	2,574	$	14,227	$	10,490
Distributed and allocated undistributed Net (loss) income to unvested restricted shareholders	(93)		82		429		336
Net (loss) income available to Class A and Class B shareholders	$	(3,138)	$	2,492	$	13,798	$	10,154

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


	13 Weeks Ended				39 Weeks Ended
	April 30, 2022				April 30, 2022
	Class A		Class B		Class A		Class B
Numerator:
Net (loss) income allocated, basic	$	(2,447)	$	(691)	$	10,757	$	3,041
Conversion of Class B to Class A shares	(691)		—		3,041		—
Effect of share-based compensation on allocated net (loss) income	(19)		(14)		—		—
Net (loss) income allocated, diluted	$	(3,157)	$	(705)	$	13,798	$	3,041

Denominator:
Weighted average shares outstanding, basic	9,876		4,294		9,871		4,294
Conversion of Class B to Class A shares	4,294		—		4,294		—

Weighted average shares outstanding, diluted	14,170		4,294		14,165		4,294

	13 Weeks Ended				39 Weeks Ended
	April 24, 2021				April 24, 2021
	Class A		Class B		Class A		Class B
Numerator:
Net income allocated, basic	$	1,943	$	551	$	7,914	$	2,242
Conversion of Class B to Class A shares	551		—		2,242		—

Net income allocated, diluted	$	2,494	$	551	$	10,156	$	2,242

Denominator:
Weighted average shares outstanding, basic	9,850		4,294		9,850		4,294
Conversion of Class B to Class A shares	4,294		—		4,294		—

Weighted average shares outstanding, diluted	14,144		4,294		14,144		4,294

Outstanding stock options to purchase Class A shares of 102 and 156 were excluded from the calculation of diluted net income per share at April 30, 2022 and April 24, 2021, respectively, as a result of their anti-dilutive effect. In addition, 363 and 398 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 30, 2022 and April 24, 2021, respectively, due to their anti-dilutive effect.

4. PENSION PLANS

Net periodic pension cost for the three defined benefit pension plans sponsored in fiscal 2022 and 2021 includes the following components:


	13 Weeks Ended				39 Weeks Ended
	April 30, 2022		April 24, 2021		April 30, 2022		April 24, 2021
Service cost	$	47	$	54	$	140	$	162
Interest cost on projected benefit obligations	420		422		1,261		1,266
Expected return on plan assets	(409)		(483)		(1,227)		(1,449)
Loss on settlement	12,296		—		12,296		—
Amortization of net losses	126		147		378		441
Net periodic pension cost	$	12,480	$	140	$	12,848	$	420

In April 2022, the Company terminated the Village Super Market, Inc. Employees’ Retirement Plan. Prior to termination, the Company made a $1,485 contribution to fully fund the plan. Plan assets were liquidated to fund lump sum distributions to participants of $37,289 and purchase annuity contracts totaling $14,930 with an insurance company for all participants who did not elect a lump sum distribution. No benefit obligation or plan assets related to the Village Super Market, Inc. Employees’ Retirement Plan remain as of April 30, 2022. The Company recognized a $12,296 pre-tax settlement charge as a result of the termination, including a $10,811 non-cash charge for unrecognized losses within accumulated other comprehensive loss as of the termination date. Contributions to the remaining plans are expected to be immaterial in fiscal 2022.

5. 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 31, 2021.

Included in cash and cash equivalents at April 30, 2022 and July 31, 2021 are $96,918 and $86,670, respectively, of demand deposits invested at Wakefern at overnight money market rates.

On April 28, 2022 the Company entered into a partnership agreement for 30% interest in the development of a retail center in Old Bridge, New Jersey, which includes a Village replacement store with future lease obligations of $9,280. Village's share of project costs are estimated to be $15,000 to $20,000. As of April 30, 2022, Village has invested $4,393 into the real estate partnership, which is accounted for as an equity method investment included in Other assets 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 39 weeks ended April 30, 2022.

6. COMMITMENTS and CONTINGENCIES

The Company is involved in other 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.

7. DEBT

Long-term debt consists of:


	April 30, 2022		July 31, 2021

Secured term loans	$	51,745	$	47,025
Unsecured term loan	18,407		21,104
New Market Tax Credit Financing	5,487		5,674

Total debt, excluding obligations under leases	75,639		73,803
Less current portion	7,466		6,976

Total long-term debt, excluding obligations under leases	$	68,173	$	66,827

Credit Facility

On January 28, 2022, the Company entered into an amended and restated credit agreement of the Company’s $150,500 credit facility (the “Credit Facility”) with Wells Fargo National Bank, National Association (“Wells Fargo”). The notable changes from the previous agreement include: (1) Modification of the reference rate from the London Interbank Offered Rate ("LIBOR") to the Secured Overnight Financing Rate ("SOFR") as a result of the expected cessation of LIBOR, (2) The execution of a fifteen-year $7,350 secured term loan to finance the acquisition of the Galloway store shopping center and (3) Modification of the definition of Total Adjusted Debt for the purpose of determining the maximum adjusted debt to EBITDAR ratio financial covenant, as defined in the Credit Facility. 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 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%. Prior to the January 28, 2022 amendment to the credit facility, interest accrued on the unsecured term loan at the applicable LIBOR plus 1.35%. An interest rate swap with notional amounts equal to the term loan fixed the base LIBOR at .41%, resulting in a fixed effective rate of 1.76%. In February 2022, the Company executed an amendment and restatement of the interest rate swap that changes the reference rate to SOFR and 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%. Prior to the January 28, 2022 amendment to the credit facility, interest accrued on the secured term loan at the applicable LIBOR plus 1.50%. An interest rate swap with notional amounts equal to the term loan fixed the base LIBOR at .69%, resulting in a fixed effective rate of 2.19%. In February 2022, the Company executed an amendment and restatement of the interest rate swap related to the term loan that changes the reference rate to SOFR and 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.

base SOFR at 1.41% per annum, resulting in a fixed effective interest rate of 2.91% on the term loan. The term loan is secured by the Galloway store shopping center acquired in the first quarter of fiscal 2022.

The principal purpose of the Credit Facility is to finance general corporate and working capital requirements, Village’s acquisition of certain Fairway assets and the purchase of the Galloway store shopping center. The Credit Facility also provides for up to $25,000 of letters of credit ($7,336 outstanding at April 30, 2022), 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 30, 2022.

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.

8. DERIVATIVES AND HEDGING ACTIVITIES

The Company is exposed to interest rate risk arising from fluctuations in LIBOR and 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 30, 2022, the Company had three interest rate swaps with an aggregate initial notional value of $82,850 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 (loss) and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. Amounts reported in Accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on the variable-rate loans. The Company reclassified $89 and $86 during the 13 weeks ended April 30, 2022 and April 24, 2021, respectively, and $262 and $234 during the 39 weeks ended April 30, 2022 and April 24, 2021, respectively, from Accumulated other comprehensive income (loss) to Interest expense.

The notional value of the interest rate swaps were $70,508 as of April 30, 2022. The fair value of interest rate swaps recorded in other assets is $6,998 as of April 30, 2022.

In March 2020 and January 2021, the FASB issued ASU 2020-04, "Facilitation of the Effects of Reference Rate Reform on Financial Reporting" and ASU 2021-01, "Reference Rate Reform: Scope", respectively. These standards provide temporary optional expedients and exceptions for the application of GAAP to certain contract modifications, hedging relationships, and other arrangements that are expected to be impacted by the global transition away from certain reference rates, such as LIBOR. The guidance was effective upon issuance and, once adopted, may be applied prospectively to contract modifications and hedging relationships through December 31, 2022. During the second quarter of fiscal 2022, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Additionally, we elected to apply expedients related to the modification of hedged transactions related to reference rate reform. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The adoption of this portion of the ASU is not expected to have a material impact to our consolidated financial statements. We continue to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

In connection with the modification of the reference rate from LIBOR to SOFR in the Amended and Restated Credit Facility, in February 2022, the Company executed the amendment and restatement of two interest rate swaps (see note 7). The modified rates did not have a material impact to the consolidated financial statements.

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”) operates a chain of twenty-nine ShopRite supermarkets, five Fairway Markets and four Gourmet Garage specialty markets located in New Jersey, New York, Pennsylvania and Maryland. 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 Market 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.

On April 29, 2022, Village opened a 14,600 sq. ft. Gourmet Garage in the West Village in Manhattan, NYC.

On February 22, 2021, Village closed the ShopRite store located in Silver Spring, Maryland. Despite continued investment in marketing and promotional programs, the store was unable to generate sales at a level sufficient to maintain profitability, resulting in its closure. The impacts associated with this closure were not material to the consolidated financial statements.

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. Village competes by using low pricing, providing a superior customer service experience and a broad range of consistently available quality products, including our own brands portfolio. The ShopRite Price Plus preferred customer program enables Village to offer continuity programs, focus on target marketing initiatives and to offer discounts and attach digital coupons directly to a customer's Price Plus card.

The Company’s stores, seven of which are owned, average 54,000 total square feet. These larger store sizes enable the Company’s stores to provide a “one-stop” shopping experience and to feature expanded higher margin specialty departments such as an onsite bakery, an expanded delicatessen, a variety of natural and organic foods, ethnic and international foods, prepared foods and pharmacies. Many of our stores emphasize a Power Alley, which features high margin, fresh, convenience offerings in an area within the store that provides quick customer entry and exit for those customers shopping for today's lunch or dinner. Certain of our stores include the Village Food Garden concept featuring a restaurant style kitchen, and several kiosks offering a wide variety of store prepared specialty foods for both take-home and in-store dining.

Online grocery ordering for in-store pick-up or home delivery is available in all of our ShopRite stores. Customers can browse our circular, create and edit shopping lists and place orders for pick-up or delivery through shoprite.com or the ShopRite app. Additionally, the ShopRite and Fairway Order Express apps enable customers to pre-order deli, catering, specialty occasion cakes and other items. Online ordering for home delivery through third party services is available in all stores.

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 (loss) income to Adjusted net income and Operating and administrative expenses to Adjusted operating and administrative expenses:


	13 Weeks Ended						39 Weeks Ended
	April 30, 2022			April 24, 2021			April 30, 2022			April 24, 2021

Net (loss) income	$	(3,231)		$	2,574		$	14,227		$	10,490

Adjustments to Operating and administrative expense:
Gain on sale of assets (1)	—			(724)			—			(724)
Pension termination and settlement charges (2)	12,296			—			12,296			—
Store closure costs (3)	—			325			—			325

Adjustments to Income taxes:
Tax impact of adjustments	(3,780)			122			(3,780)			122

Adjusted net income	$	5,285		$	2,297		$	22,743		$	10,213

Operating and administrative expense	$	137,751		$	121,156		$	385,521		$	371,968
Total adjustments to operating administrative expense	(12,296)			399			(12,296)			399
Adjusted operating and administrative expense	$	125,455		$	121,555		$	373,225		$	372,367
Adjusted operating and administrative expense as a % of sales	24.99		%	25.27		%	24.34		%	24.92		%

(1) The 13 and 39 weeks ended April 24, 2021 includes a $724 gain on the sale of the pharmacy prescription list related to the closure of the Silver Spring, Maryland store.

(2) The 13 and 39 weeks ended April 30, 2022 includes pension termination charges of $12,296 related to the Village Super Market Inc. Employees' Retirement Plan.

(3) The 13 and 39 weeks ended April 24, 2021 includes $325 of costs related to the closure of the Silver Spring, Maryland store.

RESULTS OF OPERATIONS

The following table sets forth the major components of the Consolidated Statements of Operations as a percentage of sales:


	13 Weeks Ended				39 Weeks Ended
	April 30, 2022		April 24, 2021		April 30, 2022		April 24, 2021
Sales	100.00	%	100.00	%	100.00	%	100.00	%
Cost of sales	71.79		72.27		71.87		72.34
Gross profit	28.21		27.73		28.13		27.66
Operating and administrative expense	27.44		25.18		25.14		24.90
Depreciation and amortization	1.61		1.74		1.62		1.74
Operating (loss) income	(0.84)		0.81		1.37		1.02

Interest expense	(0.20)		(0.21)		(0.19)		(0.20)
Interest income	0.19		0.19		0.18		0.18
(Loss) income before income taxes	(0.85)		0.79		1.36		1.00
Income taxes	(0.22)		0.25		0.43		0.30
Net (loss) income	(0.63)	%	0.54	%	0.93	%	0.70	%

Sales. Sales were $501,962 in the 13 weeks ended April 30, 2022, an increase of 4.3% compared to the 13 weeks ended April 24, 2021. Sales increased due to an increase in same store sales of 4.6% partially offset by the closure of the Silver Spring, Maryland store in February 2021. Same store sales increased due primarily to increased sales in New York City stores, inflation and continued growth in Supplemental Nutrition Assistance Program ("SNAP") benefit redemptions. Increases in transaction counts were partially offset by decreased basket sizes and same store digital sales were flat.

Sales were $1,533,581 in the 39 weeks ended April 30, 2022, an increase of 2.6% compared to the 39 weeks ended April 24, 2021. Sales increased due to an increase in same store sales of 3.7% partially offset by the closure of the Silver Spring, Maryland store in February 2021. Same store sales increased due primarily to increased sales in New York City stores, inflation and continued growth in SNAP benefit redemptions. Increases in transaction counts were partially offset by decreased basket sizes and same store digital sales were flat.

On a two-year stacked basis, same store sales decreased 1.6% and increased 6.0% in the 13 and 39 weeks ended April 30, 2022, respectively. Same store digital sales increased 106% and 135% on a two-year stacked basis for the 13 and 39 weeks ended April 30, 2022, respectively.

New stores and replacement stores 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 .48% in the 13 weeks ended April 30, 2022 compared to the 13 weeks ended April 24, 2021 due primarily to increased departmental gross margin percentages (.70%), decreased warehouse assessment charges from Wakefern (.21%), and a favorable change in product mix (.05%), partially offset by higher LIFO charges (.18%), decreased patronage dividends and rebates received from Wakefern (.16%) and higher promotional spending (.14%). Department gross margins increased due primarily to pricing initiatives and improvements in commissary operations.

Gross profit as a percentage of sales increased .47% in the 39 weeks ended April 30, 2022 compared to the 39 weeks ended April 24, 2021 due primarily to increased departmental gross margin percentages (.71%) and a favorable change in product mix (.09%), partially offset by higher LIFO charges (.09%), increased warehouse assessment charges from Wakefern (.05%), decreased patronage dividends and rebates received from Wakefern (.13%) and higher promotional spending (.05%). Department gross margins increased due primarily to pricing initiatives and improvements in commissary operations.

Operating and Administrative Expense. Operating and administrative expense as a percentage of sales increased 2.26% in the 13 weeks ended April 30, 2022 compared to the 13 weeks ended April 24, 2021. The 13 weeks ended April 30, 2022 includes a $12.3 million (2.45% as a percentage of sales) settlement charge as a result of the termination of the Village Super Market, Inc. Employees’ Retirement Plan. The Company contributed cash of $1.5 million to fully fund the plan and the

remaining $10.8 million represents non-cash charges for unrecognized losses within accumulated other comprehensive loss as of the termination date.

Adjusted operating and administrative expense as a percentage of sales decreased .28% due primarily to lower labor costs and fringe benefits (.29%) and less advertising spending (.09%), partially offset by increased external fees and transportation costs associated with digital sales (.12%). Labor costs decreased due to productivity initiatives, labor shortages and sales leverage partially offset by minimum wage and demand driven pay rate increases.

Operating and administrative expense as a percentage of sales increased .24% in the 39 weeks ended April 30, 2022 compared to the 39 weeks ended April 24, 2021. Adjusted operating and administrative expense as a percentage of sales decreased .58% due primarily to lower labor costs and fringe benefits (.61%) and less advertising spending (.11%), partially offset by increased external fees and transportation costs associated with digital sales (.11%). Labor costs decreased due to productivity initiatives, labor shortages and sales leverage partially offset by minimum wage and demand driven pay rate increases.

Depreciation and Amortization. Depreciation and amortization expense decreased in both the 13 and 39 weeks ended April 30, 2022 compared to the 13 and 39 weeks ended April 24, 2021 due primarily to the closure of the Silver Spring, Maryland ShopRite in February 2021 and the timing of capital expenditures.

Interest Expense. Interest expense decreased in both the 13 and 39 weeks ended April 30, 2022 compared to the 13 and 39 weeks ended April 24, 2021 due to lower average outstanding borrowings.

Interest Income. Interest income increased in both the 13 and 39 weeks ended April 30, 2022 compared to the 13 and 39 weeks ended April 24, 2021 due primarily to higher interest rates and larger amounts invested in variable rate notes receivable from Wakefern and demand deposits invested at Wakefern.

Income Taxes. The effective income tax rate was 25.4% in the 13 weeks ended April 30, 2022 compared to 31.5% in the 13 weeks ended April 24, 2021. The 13 weeks ended April 30, 2022 includes the recognition of a discrete tax benefit related to the pension termination settlement charge recognized in the quarter. Excluding the impact of the pension termination settlement charge and related discrete tax benefit, the effective income tax rate was 33.7% in the 13 weeks ended April 30, 2022. The increase in the effective income tax rate is due primarily to greater apportionment in higher state tax rate jurisdictions and unfavorable return to provision adjustments in the 13 weeks ended April 30, 2022 as a result of receiving less work opportunity tax credits than estimated.

The effective income tax rate was 31.7% in the 39 weeks ended April 30, 2022 compared to 30.3% in the 39 weeks ended April 24, 2021. The increase in the effective income tax rate is due primarily to greater apportionment in higher state tax rate jurisdictions and unfavorable return to provision adjustments as a result of receiving less work opportunity tax credits than estimated.

Net (Loss) Income. Net loss was $3,231 in the 13 weeks ended April 30, 2022 compared to net income of $2,574 in the 13 weeks ended April 24, 2021. Adjusted net income was $5,285 in the 13 weeks ended April 30, 2022 compared to $2,297 in the 13 weeks ended April 24, 2021. Adjusted net income increased 130% due primarily to the 4.6% increase in same store sales, higher gross profit margins and lower payroll costs.

Net income was $14,227 in the 39 weeks ended April 30, 2022 compared to $10,490 in the 39 weeks ended April 24, 2021. Adjusted net income was $22,743 in the 39 weeks ended April 30, 2022 compared to $10,213 in the 39 weeks ended April 24, 2021. Adjusted net income increased 123% due primarily to the 3.7% increase in same store sales, higher gross profit margins and lower payroll costs.

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, accounting for patronage dividends earned as a stockholder of Wakefern and accounting for pension plans, are described in the Company’s Annual Report on Form 10-K for the year ended July 31, 2021. As of April 30, 2022, 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 $51,702 in the 39 weeks ended April 30, 2022 compared to $32,995 in the corresponding period of the prior year. The change in cash flows from operating activities in fiscal 2022 was primarily due to changes in working capital and higher net income adjusted for non-cash items. Working capital changes, including Other assets and liabilities, increased cash flows from operating activities by $1,279 in fiscal 2022 compared to a decrease of $3,820 in fiscal 2021. The change in impact of working capital is due primarily to an increase in accounts payable to Wakefern and partially offset by a decrease in income taxes payable and an increase in merchandise inventories due primarily to cost inflation.

During the 39 weeks ended April 30, 2022, Village used cash to fund capital expenditures of $36,834, dividends of $9,787, principal payments of long-term debt of $6,174, an investment in a real estate partnership for the development of a retail center in Old Bridge, New Jersey of $4,393 and additional investments of $1,788 in notes receivable from Wakefern. Capital expenditures primarily include costs associated with the purchase of the Galloway store shopping center, the purchase of land in central New Jersey for a potential replacement store and other development, continued expansion of self-checkout, and various merchandising, technology, equipment and facility upgrades.

We expect capital expenditures to approximate $55,000 in fiscal 2022. Planned expenditures include store remodels, the purchase of the Galloway store shopping center, the purchase of the Vineland store shopping center, the purchase of land in central New Jersey for a potential replacement store and other development, the construction of a new Gourmet Garage in the West Village in Manhattan, continued expansion of self-checkout, and various merchandising, technology, equipment and facility upgrades.

On April 28, 2022 the Company entered into a partnership agreement for 30% interest in the development of a retail center in Old Bridge, New Jersey, which includes a Village replacement store with future lease obligations of $9,280. Village will fund its share of project costs estimated to be $15,000 to $20,000 over the two to three year life of the project. As of April 30, 2022, Village has invested $4,393 into the real estate partnership, which is accounted for as an equity method investment included in Other assets on the Consolidated Balance Sheet.

At April 30, 2022, the Company held variable rate notes receivable due from Wakefern of $28,262 that earn interest at the prime rate plus 1.25% and mature on August 15, 2022 and $28,821 that earn interest at the prime rate plus .75% and mature on February 15, 2024. Wakefern has the right to prepay these notes at any time. Under certain conditions, the Company can require Wakefern to prepay the notes, although interest earned since inception would be reduced as if it was earned based on overnight money market rates as paid by Wakefern on demand deposits.

Working capital was $72,340 at April 30, 2022 compared to $44,023 at July 31, 2021. Working capital ratios at the same dates were 1.47 and 1.29 to one, respectively. The increase in working capital in fiscal 2022 compared to fiscal 2021 is due primarily to $28,262 in notes receivable from Wakefern that have been reclassified to current assets as they mature on August 15, 2022. 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

On January 28, 2022, the Company entered into an amended and restated credit agreement of the Company’s $150,500 credit facility (the “Credit Facility”) with Wells Fargo National Bank, National Association (“Wells Fargo”). The notable changes from the previous agreement include: (1) Modification of the reference rate from the London Interbank Offered Rate ("LIBOR") to the Secured Overnight Financing Rate ("SOFR") as a result of the expected cessation of LIBOR, (2) The execution of a fifteen-year $7,350 secured term loan to finance the acquisition of the Galloway shopping center and (3) Modification of the definition of Total Adjusted Debt for the purpose of determining the maximum adjusted debt to EBITDAR ratio financial covenant. Among other things, the Credit Facility provides for:

•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%. Prior to the January 28, 2022 amendment to the credit facility, interest accrued on the unsecured term loan at the applicable LIBOR plus 1.35%. An interest rate swap with notional amounts equal to the term loan fixed the base LIBOR at .41%, resulting in a fixed effective rate of 1.76%. In February 2022, the Company executed an amendment and restatement of the interest rate swap that 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%. Prior to the January 28, 2022 amendment to the credit facility, interest accrued on the secured term loan at the applicable LIBOR plus 1.50%. An interest rate swap with notional amounts equal to the term loan fixed the base LIBOR at .69%, resulting in a fixed effective rate of 2.19%. In February 2022, the Company executed an amendment and restatement of the interest rate swap related to the term loan that 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%. Additionally, Village executed an interest rate swap for a notional amount equal to the term loan amount that fixes the base SOFR at 1.41% per annum, 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.

Based on current trends, the Company believes cash and cash equivalents on hand at April 30, 2022, operating cash flow and availability under our Credit Facility are sufficient to meet our liquidity needs for the next twelve months and for the foreseeable future beyond the next twelve months.

There have been no other substantial changes as of April 30, 2022 to the contractual obligations and commitments discussed in the Company’s Annual Report on Form 10-K for the year ended July 31, 2021.

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 same store sales to increase from 3.25% 4.25% in fiscal 2022.

•We expect capital expenditures to approximate $55,000 in fiscal 2022. Planned expenditures include store remodels, the purchase of the Galloway store shopping center, the purchase of the Vineland store shopping center, the purchase of land in central New Jersey for a potential replacement store and other development, the construction of a new Gourmet Garage in the West Village in Manhattan, continued expansion of self-checkout, and various merchandising, technology, equipment and facility upgrades.

•The Board’s current intention is to continue to pay quarterly dividends in 2022 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 2022 to be in the range of 30.5% - 31.5%.

•We expect approximately $12,900 of net periodic pension costs in fiscal 2022 related to the three Company sponsored defined benefit pension plans, including a $12,296 pre-tax settlement charge as a result of the termination of the Village Super Market, Inc. Employees’ Retirement Plan. The Company contributed cash of $1,485 to fully fund the plan and the remaining $10,811 represents non-cash charges for unrecognized losses within accumulated other comprehensive loss as of the termination date. Contributions to the remaining plans are expected to be immaterial in fiscal 2022.

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

•The Company operates in and around one of the epicenters of the COVID-19 health crisis. The Company is classified as an essential business and has remained open to serve our customers and the communities in which we operate. The continuing impact on our business, including the length and impact of stay-at-home orders and/or regional quarantines, labor shortages and employment trends, disruptions to supply chains, higher operating costs, the form and impact of economic stimulus and general overall economic instability, is uncertain at this time and could have a material adverse effect on our business, results of operations, financial condition and cash flows. Furthermore, the impact of the COVID-19 health crisis may exacerbate other risks and uncertainties included herein, which could have a material effect on the Company.

•The Fairway acquisition involves a number of risks, uncertainties and challenges, including under-performance relative to our expectations, additional capital requirements, unforeseen expenses or delays, imprecise assumptions or our inability to achieve projected cost savings or other synergies, competitive factors in the marketplace and difficulties integrating the business, including merging company cultures, cultivating brand strategy, expansion of food production and conforming the acquired company's technology, standards, processes, procedures and controls. Sales and operating profits have underperformed compared to initial expectations due primarily to residential population migration out of Manhattan and less commuter and tourist traffic during the COVID-19 pandemic. Many of these potential circumstances are outside of our control and any of them could result in an adverse impact on our results of operations, financial condition and cash flows and the diversion of management time and resources.

•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. Economic conditions such as inflation, deflation, interest rate fluctuations, movements in energy costs, social programs, minimum wage legislation, unemployment rates, disturbances due to social unrest and changing demographics may adversely affect our sales and profits.

•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 or solvency could have an adverse effect on Village’s results of operations.

•Approximately 89% 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 and 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 5 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 April 30, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

PART II - OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ITEM 2C. ISSUER PURCHASES OF EQUITY SECURITIES

The number and average price of shares purchased in each fiscal month of the third quarter of fiscal 2022 are set forth in the table below:


Period(1)	Total Number of Shares Purchased(2)	Average Price Paid Per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (3)
January 30, 2022 to February 26, 2022	—	$—	—	$3,202,713
February 27, 2022 to March 26, 2022	—	$—	—	$3,202,713
March 27, 2022 to April 30, 2022	22,704	$24.70	—	$3,202,713
Total	22,704	$24.70	—	$3,202,713

(1) The reported periods conform to our fiscal calendar.

(2) Includes shares purchased from the Village Super Market, Inc. Employees' Retirement Plan related to the termination and related liquidation of the plan's assets.

(3) Includes amount remaining under the $5.0 million repurchase program of the Company's Class A Common Stock authorized by the Board of Directors and announced on September 13, 2019 . Repurchases may be made from time-to-time through a variety of methods, including open market purchases and other negotiated transactions, including through plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934.


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: June 8, 2022			/s/ Robert P. Sumas
			Robert P. Sumas
			(Chief Executive Officer)

Dated: June 8, 2022			/s/ John Van Orden
			John Van Orden
			(Chief Financial Officer)

Village Super Market - 10-Q quarterly report FY2022 Q3

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