VILLAGE SUPER MARKET INC
For the period ended Jan 25, 2025. Filed Mar 5, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jan 25, 2025 · Filed Mar 5, 2025
VLGEA$41.22-3.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-10-26; filed 2024-12-04.
0000103595-24-000021
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2025-01-25; filed 2025-03-05.
0000103595-25-000002
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 68 previous paragraphs and 77 current paragraphs.
50 unchanged; 16 reworded; 9 added; 1 removed; 1 previous and 2 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (9)
Current report
Gross profit as a percentage of sales increased .23% in the 26 weeks ended January 25, 2025 compared to the 26 weeks ended January 27, 2024 due primarily to increased departmental gross margin percentages (.17%), higher patronage dividends and rebates received from Wakefern (.16%), decreased warehouse assessment charges from Wakefern (.13%) and lower LIFO charges (.05%) partially offset by an unfavorable change in product mix (.18%) and higher promotional spending (.10%). Gross profit in both the 26 weeks ended January 25, 2025 and the 26 weeks ended January 27, 2024 was favorably impacted by receipt of patronage dividends from Wakefern greater than estimated amounts accrued in both the second quarter of fiscal 2025 (.32%) and 2024 (.30%).
Current report
Operating and Administrative Expense. Operating and administrative expense as a percentage of sales decreased .49% in the 13 weeks ended January 25, 2025 compared to the 13 weeks ended January 27, 2024 due primarily to lower facility insurance costs (.12%), decreased legal and consulting fees (.13%), sales leverage on occupancy and facility costs (.07%), reduced supply (.07%), employee costs (.06%) and security spends (.05%).
Current report
Operating and administrative expense as a percentage of sales decreased .08% in the 26 weeks ended January 25, 2025 compared to the 26 weeks ended January 27, 2024 due primarily to sales leverage on occupancy and facility costs (.09%), lower facility insurance costs (.07%), reduced supply spending (.06%), lower legal and consulting fees (.05%) and decreased security spends (.04%) partially offset by increased external fees associated with digital sales growth (.11%) and employee costs (.10%).
Current report
Interest income decreased in the 26 weeks ended January 25, 2025 compared to the 26 weeks ended January 27, 2024 due primarily to lesser amounts invested in demand deposits at Wakefern and lower interest rates earned on variable rate notes receivable from Wakefern and demand deposits invested at Wakefern.
Current report
New Markets Tax Credit Financing
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Removed paragraphs (1)
Previous report
Operating and Administrative Expense. Operating and administrative expense as a percentage of sales increased .37% in the 13 weeks ended October 26, 2024 compared to the 13 weeks ended October 28, 2023 due primarily to increased employee costs (.27%), increased external fees associated with digital sales growth (.22%) and higher utility costs (.11%) partially offset by operating leverage on fixed occupancy costs (.16%) and lower supply spending (.05%). Employee costs increased due primarily to minimum wage and demand driven pay rate increases and higher fringe benefit costs, including self-insured medical plans and multi-employer union health and welfare plan benefits.
Reworded paragraphs (16)
Previous wording
On March 17, 2024, we opened an 83,000 sq. ft. replacement ShopRite store in Old Bridge, NJ, that replaced our existing 32,000 sq. ft. store.
Current wording
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.
Previous wording
Sales. Sales were $557,697 in the 13 weeks ended October 26, 2024, an increase of 4.0% compared to the 13 weeks ended October 28, 2023. Sales increased due to an increase in same store sales of 2.4% and the opening of the Old Bridge, NJ replacement store on March 17, 2024, partially offset by the impact of the closure of a Gourmet Garage location on November 1, 2023. Same store sales increased due primarily to digital sales growth, higher pharmacy sales and continued growth in recently remodeled stores. New stores, replacement stores and stores with banner changes are included in same store sales in the quarter after the store has been in operation for four full quarters. Store renovations and expansions are included in same store sales immediately.
Current wording
Sales. Sales were $599,651 in the 13 weeks ended January 25, 2025, an increase of 4.2% compared to the 13 weeks ended January 27, 2024. Sales increased due to an increase in same store sales of 2.3% and the opening of the Old Bridge, NJ replacement store on March 17, 2024. Same store sales increased due primarily to digital sales growth, continued growth in recently remodeled stores, higher pharmacy sales and inflation in the meat and dairy departments. New stores, replacement stores and stores with banner changes are included in same store sales in the quarter after the store has been in operation for four full quarters. Store renovations and expansions are included in same store sales immediately.
Previous wording
Gross Profit. Gross profit as a percentage of sales increased .51% in the 13 weeks ended October 26, 2024 compared to the 13 weeks ended October 28, 2023 due primarily to increased patronage dividends and rebates received from Wakefern (.35%), decreased warehouse assessment charges from Wakefern (.20%), increased departmental gross margin percentages (.14%) and lower LIFO charges (.06%) partially offset by an unfavorable change in product mix (.20%) and higher promotional spending (.04%).
Current wording
Gross Profit. Gross profit as a percentage of sales decreased .05% in the 13 weeks ended January 25, 2025 compared to the 13 weeks ended January 27, 2024 due primarily to higher promotional spending (.16%), an unfavorable change in product mix (.14%) and decreased patronage dividends and rebates received from Wakefern (.02%) partially offset by increased departmental gross margin percentages (.17%), decreased warehouse assessment charges from Wakefern (.06%) and lower LIFO charges (.04%). Gross profit in both the 13 weeks ended January 25, 2025 and the 13 weeks ended January 27, 2024 was favorably impacted by receipt of patronage dividends from Wakefern greater than estimated amounts accrued in both the second quarter of fiscal 2025 (.62%) and 2024 (.58%).
Previous wording
Depreciation and Amortization. Depreciation and amortization expense decreased in the 13 weeks ended October 26, 2024 compared to the 13 weeks ended October 28, 2023 due primarily to the timing of capital expenditures.
Current wording
Depreciation and Amortization. Depreciation and amortization expense varied slightly in the 13 and 26 weeks ended January 25, 2025 compared to the 13 and 26 weeks ended January 27, 2024, respectively, due primarily to capital expenditures.
Previous wording
Interest Expense. Interest expense decreased in the 13 weeks ended October 26, 2024 compared to the 13 weeks ended October 28, 2023 due primarily to lower average outstanding debt balances.
Current wording
Interest Expense. Interest expense decreased in the 13 and 26 weeks ended January 25, 2025 compared to the 13 and 26 weeks ended January 27, 2024 due primarily to lower average outstanding debt balances.
Previous wording
Interest Income. Interest income decreased in the 13 weeks ended October 26, 2024 compared to the 13 weeks ended October 28, 2023 due primarily to lesser amounts invested in demand deposits at Wakefern.
Current wording
Interest Income. Interest income decreased in the 13 weeks ended January 25, 2025 compared to the 13 weeks ended January 27, 2024 due primarily to lower interest rates earned on variable rate notes receivable from Wakefern and demand deposits invested at Wakefern.
Previous wording
Income Taxes. The effective income tax rate was 31.2% in the 13 weeks ended October 26, 2024 compared to 31.5% in the 13 weeks ended October 28, 2023.
Current wording
Income Taxes. The effective income tax rate was 31.1% in the 13 weeks ended January 25, 2025 compared to 31.5% in the 13 weeks ended January 27, 2024. The effective income tax rate was 31.1% in the 26 weeks ended January 25, 2025 compared to 31.5% in the 26 weeks ended January 27, 2024.
Previous wording
Net Income. Net income was $12,803 in the 13 weeks ended October 26, 2024 compared to $11,585 in the 13 weeks ended October 28, 2023.
Current wording
Net Income. Net income was $16,896 in the 13 weeks ended January 25, 2025 compared to $14,480 in the 13 weeks ended January 27, 2024. Net income was $29,697 in the 26 weeks ended January 25, 2025 compared to $26,066 in the 26 weeks ended January 27, 2024.
Previous wording
Net cash provided by operating activities was $20,175 in the 13 weeks ended October 26, 2024 compared to $18,379 in the corresponding period of the prior year. The change in cash flows from operating activities in fiscal 2025 was primarily due to an increase in net income and changes in working capital. Working capital changes, including Other assets and liabilities, decreased cash flows from operating activities by $2,522 in fiscal 2025 compared to a decrease of $3,317 in fiscal 2024. The change in impact of working capital is due primarily to the timing of tax payments.
Current wording
Net cash provided by operating activities was $60,952 in the 26 weeks ended January 25, 2025 compared to $48,674 in the corresponding period of the prior year. The change in cash flows from operating activities in fiscal 2025 was primarily due to an increase in net income and changes in working capital. Working capital changes, including Other assets and liabilities, increased cash flows from operating activities by $11,221 in fiscal 2025 compared to an increase of $2,551 in fiscal 2024. The change in impact of working capital is due primarily to the timing of tax payments, increased patronage dividends received partially offset by timing of payments associated with promotional funding and pension benefits.
Previous wording
During the 13 weeks ended October 26, 2024, Village used cash to fund capital expenditures of $11,701, dividends of $3,324, principal payments of long-term debt of $2,711, additional net investments of $2,202 in notes receivable from Wakefern and an investment in a real estate partnership for the development of a retail center in Old Bridge, New Jersey of $339. Capital expenditures primarily include costs associated with construction of replacement stores and various technology, equipment and facility upgrades.
Current wording
During the 26 weeks ended January 25, 2025, Village used cash to fund capital expenditures of $27,548, dividends of $6,652, principal payments of long-term debt of $5,468, additional net investments of $4,298 in notes receivable from Wakefern and an investment in a real estate partnership for the development of a retail center in Old Bridge, New Jersey of $339. Capital expenditures primarily include costs associated with construction of replacement stores and various technology, equipment and facility upgrades.
Previous wording
On April 28, 2022 the Company entered into a partnership agreement for a 30% interest in the development of a retail center in Old Bridge, New Jersey, which includes the Village Old Bridge replacement store with an operating lease obligation of $4,363 as of October 26, 2024. Village will fund its share of project costs estimated to be up to $20,000 over the three year life of the project. As of October 26, 2024, Village has invested $17,694 into the real estate partnership, which is accounted for as an equity method investment included in Investments in Real Estate Partnerships on the Consolidated Balance Sheet.
Current wording
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 $4,352 as of January 25, 2025. As of January 25, 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.
Previous wording
At October 26, 2024, the Company held variable rate notes receivable due from Wakefern of $34,500 that earn interest at the prime rate plus 0.50% and mature on August 15, 2027, $35,613 that earn interest at the prime rate plus.50% and mature on September 28, 2027, and $34,951 that earn interest at the SOFR plus 2.25% and mature on February 15, 2029.
Current wording
At January 25, 2025, the Company held variable rate notes receivable due from Wakefern of $35,223 that earn interest at the prime rate plus .50% and mature on August 15, 2027, $36,360 that earn interest at the prime rate plus .50% and mature on September 28, 2027, and $35,577 that earn interest at the SOFR plus 2.25% and mature on February 15, 2029.
Previous wording
Working capital was $23,788 at October 26, 2024 compared to $25,485 at July 27, 2024. Working capital ratios at the same dates were 1.13 and 1.15 to one, respectively. The Company’s working capital needs are reduced, since inventories are generally sold by the time payments to Wakefern and other suppliers are due.
Current wording
Working capital was $24,821 at January 25, 2025 compared to $25,485 at July 27, 2024. Working capital ratios at the same dates were 1.13 and 1.15 to one, respectively. The Company’s working capital needs are reduced, since inventories are generally sold by the time payments to Wakefern and other suppliers are due.
Previous wording
•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%.
Current wording
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%.
Previous wording
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,”
Current wording
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.
Previous wording
•The Company uses a combination of insurance and self-insurance to provide for potential liability for workers’ compensation, automobile, general liability, property, director and officers’ liability, and certain employee health care benefits. Any projection of losses is subject to a high degree of variability. Changes in legal claims, trends and interpretations, variability in inflation rates, changes in the nature and method of claims settlement, benefit level changes due to changes in applicable laws, and insolvency of insurance carriers could all affect our financial condition, results of operations, or cash flows.
Current wording
•The Company uses a combination of insurance and self-insurance to provide for potential liability for workers’ compensation, automobile, general liability, property, employment practices, 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.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Sales were $1,157,347 in the 26 weeks ended January 25, 2025, an increase of 4.1% compared to the 26 weeks ended January 27, 2024. Sales increased due to an increase in same store sales of 2.4% and the opening of the Old Bridge, NJ replacement store on March 17, 2024. Same store sales increased due primarily to digital sales growth, continued growth in recently remodeled stores, higher pharmacy sales and inflation in the meat and dairy departments.
Current report — wording carried from elsewhere
•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%.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
“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.