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[x]
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QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
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For the quarterly period ended: April 24, 2010
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OR
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
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NEW JERSEY
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22-1576170
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(State of other jurisdiction of incorporation or organization)
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(I. R. S. Employer Identification No.)
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733 MOUNTAIN AVENUE, SPRINGFIELD, NEW JERSEY
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07081
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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June 1, 2010
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Class A Common Stock, No Par Value
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7,015,694 Shares
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Class B Common Stock, No Par Value
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6,376,304 Shares
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PART I
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PAGE NO
.
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FINANCIAL INFORMATION
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||
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Item 1.
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Financial Statements (Unaudited)
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Consolidated Condensed Balance Sheets
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3
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Consolidated Condensed Statements of Operations
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4
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Consolidated Condensed Statements of Cash Flows
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5
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Notes to Consolidated Condensed Financial Statements
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6
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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9
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Item 3.
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Quantitative & Qualitative Disclosures about Market Risk
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17
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Item 4.
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Controls and Procedures
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17
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PART II
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||
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OTHER INFORMATION
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Item 6.
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Exhibits
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18
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Signatures
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18
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April 24,
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July 25,
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|||||||
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2010
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2009
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|||||||
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ASSETS
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||||||||
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Current assets
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||||||||
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Cash and cash equivalents
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$ | 65,434 | $ | 54,966 | ||||
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Merchandise inventories
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36,296 | 34,273 | ||||||
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Patronage dividend receivable
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5,971 | 7,446 | ||||||
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Note receivable from Wakefern
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--- | 15,684 | ||||||
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Other current assets
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12,085 | 12,189 | ||||||
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Total current assets
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119,786 | 124,558 | ||||||
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Note receivable from Wakefern
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17,892 | 16,983 | ||||||
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Property, equipment and fixtures, net
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166,770 | 162,261 | ||||||
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Investment in Wakefern
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20,263 | 19,673 | ||||||
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Goodwill
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10,605 | 10,605 | ||||||
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Other assets
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4,157 | 4,730 | ||||||
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TOTAL ASSETS
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$ | 339,473 | $ | 338,810 | ||||
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LIABILITIES AND SHAREHOLDERS’ EQUITY
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||||||||
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Current liabilities
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||||||||
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Current portion of long-term debt
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$ | --- | $ | 4,555 | ||||
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Current portion of notes payable to Wakefern
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332 | 269 | ||||||
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Accounts payable to Wakefern
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45,819 | 53,487 | ||||||
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Accounts payable and accrued expenses
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24,368 | 26,039 | ||||||
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Income taxes payable
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11,973 | 9,352 | ||||||
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Total current liabilities
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82,492 | 93,702 | ||||||
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Long-term debt
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30,729 | 30,752 | ||||||
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Notes payable to Wakefern
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1,573 | 1,829 | ||||||
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Other liabilities
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25,510 | 25,129 | ||||||
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Commitment and contingencies
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||||||||
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Shareholders' equity
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||||||||
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Class A common stock - no par value, issued 7,541 shares at April 24, 2010 and 7,538 shares at July 25, 2009
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31,545 | 28,982 | ||||||
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Class B common stock - no par value, 6,376 shares issued and outstanding
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1,035 | 1,035 | ||||||
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Retained earnings
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179,684 | 171,229 | ||||||
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Accumulated other comprehensive loss
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(9,956 | ) | (10,535 | ) | ||||
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Less cost of Class A treasury shares (525 at April 24, 2010 and 555 at July 25, 2009)
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(3,139 | ) | (3,313 | ) | ||||
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Total shareholders’ equity
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199,169 | 187,398 | ||||||
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TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY
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$ | 339,473 | $ | 338,810 | ||||
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13 Wks. Ended
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13 Wks. Ended
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39 Wks. Ended
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39 Wks. Ended
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|||||||||||||
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Apr. 24, 2010
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Apr. 25, 2009
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Apr. 24, 2010
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Apr. 25, 2009
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|||||||||||||
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Sales
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$ | 300,991 | $ | 293,474 | $ | 919,085 | $ | 897,172 | ||||||||
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Cost of sales
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218,578 | 213,404 | 669,948 | 652,569 | ||||||||||||
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Gross profit
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82,413 | 80,070 | 249,137 | 244,603 | ||||||||||||
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Operating and administrative expense
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68,759 | 65,428 | 207,301 | 197,688 | ||||||||||||
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Depreciation and amortization expense
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4,363 | 3,720 | 12,396 | 11,042 | ||||||||||||
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Operating income
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9,291 | 10,922 | 29,440 | 35,873 | ||||||||||||
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Interest expense
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(901 | ) | (695 | ) | (2,755 | ) | (2,130 | ) | ||||||||
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Interest income
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507 | 497 | 1,493 | 1,554 | ||||||||||||
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Income before income taxes
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8,897 | 10,724 | 28,178 | 35,297 | ||||||||||||
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Income taxes
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3,692 | 4,472 |
__ 11,694
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14,722 | ||||||||||||
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Net income
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$ | 5,205 | $ | 6,252 | $ | 16,484 | $ | 20,575 | ||||||||
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Net income per share:
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Class A common stock:
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Basic
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$ | .47 | $ | .56 | $ | 1.48 | $ | 1.86 | ||||||||
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Diluted
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$ | .39 | $ | .46 | $ | 1.22 | $ | 1.53 | ||||||||
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Class B common stock:
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Basic
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$ | .30 | $ | .37 | $ | .96 | $ | 1.21 | ||||||||
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Diluted
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$ | .30 | $ | .36 | $ | .96 | $ | 1.20 | ||||||||
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39 Weeks Ended
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39 Weeks Ended
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|||||||
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April 24, 2010
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April 25, 2009
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|||||||
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net income
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$ | 16,484 | $ | 20,575 | ||||
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Adjustments to reconcile net income to net cash provided by operating activities:
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Depreciation and amortization
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12,396 | 11,042 | ||||||
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Deferred taxes
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(2,300 | ) | (674 | ) | ||||
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Provision to value inventories at LIFO
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150 | 750 | ||||||
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Non-cash share-based compensation
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2,242 | 1,908 | ||||||
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Changes in assets and liabilities:
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Merchandise inventories
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(2,173 | ) | (1,485 | ) | ||||
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Patronage dividend receivable
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1,475 | 1,728 | ||||||
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Accounts payable to Wakefern
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(7,668 | ) | (11,089 | ) | ||||
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Accounts payable and accrued expenses
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(1,671 | ) | 3,076 | |||||
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Income taxes payable
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2,621 | 870 | ||||||
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Other assets and liabilities
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3,937 | 4,222 | ||||||
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Net cash provided by operating activities
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25,493 | 30,923 | ||||||
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CASH FLOWS FROM INVESTING ACTIVITIES:
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Capital expenditures
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(16,905 | ) | (20,170 | ) | ||||
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Maturity of (investment in) note receivable from Wakefern
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14,775 | (1,177 | ) | |||||
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Net cash used in investing activities
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( 2,130 | ) | (21,347 | ) | ||||
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CASH FLOWS FROM FINANCING ACTIVITIES:
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Proceeds from exercise of stock options
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277 | 809 | ||||||
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Tax benefit related to share-based compensation
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218 | 474 | ||||||
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Principal payments of long-term debt and notes payable
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(5,361 | ) | (5,400 | ) | ||||
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Dividends
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(8,029 | ) | (6,080 | ) | ||||
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Net cash used in financing activities
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(12,895 | ) | (10,197 | ) | ||||
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
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10,468 | (621 | ) | |||||
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CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
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54,966 | 47,889 | ||||||
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CASH AND CASH EQUIVALENTS, END OF PERIOD
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$ | 65,434 | $ | 47,268 | ||||
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SUPPLEMENTAL DISCLOSURE OF CASH PAYMENTS FOR:
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Interest
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$ | 2,865 | $ | 2,337 | ||||
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Income taxes
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$ | 10,929 | $ | 14,541 | ||||
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NON-CASH SUPPLEMENTAL DISCLOSURE:
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Investment in Wakefern
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$ | 590 | $ | 658 | ||||
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Financing lease obligation
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$ | --- | $ | 8,700 | ||||
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13 Weeks Ended
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39 Weeks Ended
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|||||||||||||||
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April 25, 2009
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Class A
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Class B
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Class A
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Class B
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|||||||||||||
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Basic
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$ | .58 | $ | .38 | $ | 1.91 | $ | 1.24 | ||||||||
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Diluted
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$ | .47 | $ | .37 | $ | 1.55 | $ | 1.22 | ||||||||
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13 Weeks Ended
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39 Weeks Ended
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|||||||||||||||
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April 24, 2010
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Class A
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Class B
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Class A
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Class B
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Numerator:
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||||||||||||||||
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Net income allocated, basic
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$ | 3,152 | $ | 1,933 | $ | 9,963 | $ | 6,131 | ||||||||
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Conversion of Class B to Class A shares
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1,933 | ---- | 6,131 | ---- | ||||||||||||
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Effect of share-based compensation on allocated net income
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10 | (8 | ) |
_ 34
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(35 | ) | ||||||||||
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Net income allocated, diluted
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$ | 5,095 | $ | 1,925 | $ | 16,128 | $ | 6,096 | ||||||||
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Denominator:
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||||||||||||||||
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Weighted average shares outstanding, basic
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6,750 | 6,376 | 6,732 | 6,376 | ||||||||||||
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Conversion of Class B to Class A shares
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6,376 | --- | 6,376 | ---- | ||||||||||||
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Dilutive effect of share-based compensation
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106 | --- | 126 | ---- | ||||||||||||
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Weighted average shares outstanding, diluted
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13,232 | 6,376 | 13,234 | 6,376 | ||||||||||||
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13 Weeks Ended
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39 Weeks Ended
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|||||||||||||||
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April 25, 2009
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|||||||||||||||
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Class A
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Class B
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Class A
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Class B
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|||||||||||||
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Numerator:
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||||||||||||||||
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Net income allocated, basic
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$ | 3,772 | $ | 2,338 | $ | 12,392 | $ | 7,715 | ||||||||
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Conversion of Class B to Class A shares
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2,338 | ---- | 7,715 | ---- | ||||||||||||
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Effect of share-based compensation on allocated net income
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16 | (20 | ) | 59 | (73 | ) | ||||||||||
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Net income allocated, diluted
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$ | 6,126 | $ | 2,318 | $ | 20,166 | $ | 7,642 | ||||||||
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Denominator:
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||||||||||||||||
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Weighted average shares outstanding, basic
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6,677 | 6,376 | 6,650 | 6,376 | ||||||||||||
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Conversion of Class B to Class A shares
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6,376 | ---- | 6,376 | ---- | ||||||||||||
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Dilutive effect of share-based compensation
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150 | ---- | 151 | ---- | ||||||||||||
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Weighted average shares outstanding, diluted
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13,203 | 6,376 | 13,177 | 6,376 | ||||||||||||
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13 Weeks
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13 Weeks
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39 Weeks
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39 Weeks
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|||||||||||||
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Ended 4/24/10
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Ended 4/25/09
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Ended 4/24/10
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Ended 4/25/09
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Service cost
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$ | 572 | $ | 603 | $ | 1,716 | $ | 1,809 | ||||||||
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Interest cost on projected benefit obligations
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583 | 520 | 1,749 | 1,560 | ||||||||||||
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Expected return on
plan assets
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(426 | ) | (434 | ) | (1,278 | ) | (1,302 | ) | ||||||||
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Amortization of gains and losses
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320 | 133 | 960 | 399 | ||||||||||||
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Amortization of prior service costs
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2 | 2 | 6 | 6 | ||||||||||||
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Net periodic pension cost
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$ | 1,051 | $ | 824 | $ | 3,153 | $ | 2,472 | ||||||||
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13 Weeks Ended
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39 Weeks Ended
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|||||||||||||||
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4/24/10
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4/25/09
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4/24/10
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4/25/09
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Sales
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100.00 | % | 100.00 | % | 100.00 | % | 100.00 | % | ||||||||
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Cost of sales
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72.62 | 72.72 | 72.89 | 72.74 | ||||||||||||
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Gross profit
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27.38 | 27.28 | 27.11 | 27.26 | ||||||||||||
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Operating and administrative expense
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22.84 | 22.29 | 22.56 | 22.03 | ||||||||||||
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Depreciation and amortization expense
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1.45 | 1.27 | 1.35 | 1.23 | ||||||||||||
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Operating income
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3.09 | 3.72 | 3.20 | 4.00 | ||||||||||||
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Interest expense
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(0.30 | ) | (0.24 | ) | (0.30 | ) | (0.24 | ) | ||||||||
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Interest income
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0.17 | 0.17 | 0.16 | 0.17 | ||||||||||||
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Income before taxes
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2.96 | 3.65 | 3.06 | 3.93 | ||||||||||||
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Income taxes
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1.23 | 1.52 | 1.27 | 1.64 | ||||||||||||
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Net income
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1.73 | % | 2.13 | % | 1.79 | % | 2.29 | % | ||||||||
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·
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We expect same store sales to range from -1% to 0% in fiscal 2010, excluding the impact of the 53
rd
week in fiscal 2010.
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·
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During fiscal 2009 and the first three quarters of fiscal 2010, the supermarket industry was impacted by changing consumer behavior due to the weaker economy and increased unemployment. Consumers are increasingly cooking meals at home, trading down to lower priced items, including private label, and concentrating their buying on sale items.
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·
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We expect either slight retail price inflation or slight deflation in fiscal 2010. The first 9 months of fiscal 2010 were primarily deflationary.
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·
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We have budgeted $23,000 for capital expenditures in fiscal 2010, which includes the completed Washington replacement store
,
installation of a solar energy system
at the Garwood store, the purchase of land for future development
and several small remodels.
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·
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We believe cash flow from operations and other sources of liquidity will be adequate to meet anticipated requirements for working capital, capital expenditures and debt payments for the foreseeable future.
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We expect our effective income tax rate in fiscal 2010 to be 41-42%.
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We expect operating expenses will be affected by increased costs in certain areas, such as medical and pension costs, and credit card fees.
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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 with national and regional supermarkets, local supermarkets, warehouse club stores, supercenters, drug stores, convenience stores, dollar stores, discount merchandisers, restaurants and other local retailers. Some of these competitors have greater financial resources, lower merchandise acquisition cost and lower operating expenses than we do.
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The Company’s stores are concentrated in New Jersey, with one store in northeastern Pennsylvania. We are vulnerable to economic downturns in New Jersey in addition to those that may affect the country as a whole. Economic conditions such as inflation, deflation, interest rates, energy costs and unemployment rates may adversely affect our sales and profits.
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·
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Village purchases substantially all of its merchandise from Wakefern. In addition, Wakefern provides the Company with support services in numerous areas including supplies, advertising, liability and property insurance, technology support and other store services. Further, Village receives patronage dividends and other product incentives from Wakefern. Any material change in Wakefern’s method of operation or a termination or material modification of Village’s relationship with Wakefern could have an adverse impact on the conduct of the Company’s business and could involve additional expense for Village. The failure of any Wakefern member to fulfill its obligations to Wakefern or a member’s insolvency or withdrawal from Wakefern could result in increased costs to the Company. Additionally, an adverse change in Wakefern’s results of operations could have an adverse affect on Village’s results of operations.
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·
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Approximately 92% 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.
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·
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Village 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.
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·
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We believe a number 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 withdrawal liability to the plan, which represents the portion of the plan’s underfunding that is allocable to the withdrawing employer under 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 and the actual return on assets held in the plans, among other factors.
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·
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Our effective tax rate may be impacted by the results of tax examinations and changes in tax laws.
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Exhibit 31.1 - Certification
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Exhibit 31.2 - Certification
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Exhibit 32.1 - Certification (furnished, not filed)
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Exhibit 32.2 - Certification (furnished, not filed)
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Exhibit 99.1 - Press Release dated June 2, 2010
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Exhibit 99.2 - Second Quarter Report to Shareholders dated March 19, 2010
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Village Super Market, Inc.
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Registrant
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Date: June 2, 2010
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/s/ James Sumas
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James Sumas
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(Chief Executive Officer)
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Date: June 2, 2010
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/s/ Kevin R. Begley
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Kevin R. Begley
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(Chief Financial Officer)
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|