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NEW JERSEY
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22-1576170
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(State of other jurisdiction of incorporation
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(I. R. S. Employer
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or organization)
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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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(973) 467-2200
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(Registrant's telephone number, including area 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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Class A Common Stock, No Par Value
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7,341,566 Shares
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Class B Common Stock, No Par Value
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6,362,390 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
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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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||
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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 28, 2012
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July 30, 2011
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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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$ | 91,084 | $ | 91,362 | ||||
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Merchandise inventories
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42,084 | 38,547 | ||||||
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Patronage dividend receivable
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7,392 | 9,018 | ||||||
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Other current assets
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16,318 | 13,407 | ||||||
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Total current assets
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156,878 | 152,334 | ||||||
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Note receivable from Wakefern
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20,559 | 19,512 | ||||||
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Property, equipment and fixtures, net
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173,736 | 174,530 | ||||||
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Investment in Wakefern
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23,360 | 22,461 | ||||||
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Goodwill
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12,057 | 10,605 | ||||||
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Other assets
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7,601 | 6,748 | ||||||
| $ | 394,191 | $ | 386,190 | |||||
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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 capital and financing lease obligations
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$ | - | $ | - | ||||
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Current portion of notes payable to Wakefern
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423 | 487 | ||||||
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Accounts payable to Wakefern
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49,464 | 55,409 | ||||||
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Accounts payable and accrued expenses
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29,415 | 34,111 | ||||||
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Income taxes payable
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16,044 | 17,879 | ||||||
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Total current liabilities
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95,346 | 107,886 | ||||||
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Capital and financing lease obligations
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40,735 | 40,570 | ||||||
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Notes payable to Wakefern
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2,494 | 2,577 | ||||||
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Other liabilities
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28,557 | 27,000 | ||||||
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Commitments and contingencies
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||||||||
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Shareholder's Equity
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||||||||
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Class A common stock - no par value, issued 7,856 shares at April 28, 2012 and 7,833 shares at July 30, 2011
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38,002 | 35,385 | ||||||
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Class B common stock - no par value, issued and outstanding 6,362 shares at April 28, 2012 and 6,376 shares at July 30, 2011
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1,032 | 1,035 | ||||||
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Retained earnings
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203,231 | 187,686 | ||||||
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Accumulated other comprehensive loss
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(10,545 | ) | (11,142 | ) | ||||
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Less cost of Class A treasury shares (514 at April 28, 2012 and 530 at July 30, 2011)
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(4,661 | ) | (4,807 | ) | ||||
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Total shareholders’ equity
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227,059 | 208,157 | ||||||
| $ | 394,191 | $ | 386,190 | |||||
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13 Weeks Ended
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13 Weeks Ended
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39 Weeks Ended
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39 Weeks Ended
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|||||||||||||
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April 28, 2012
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April 30, 2011
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April 28, 2012
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April 30, 2011
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|||||||||||||
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Sales
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$ | 347,009 | $ | 316,594 | $ | 1,052,384 | $ | 953,908 | ||||||||
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Cost of sales
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251,761 | 230,176 | 764,756 | 697,922 | ||||||||||||
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Gross profit
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95,248 | 86,418 | 287,628 | 255,986 | ||||||||||||
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Operating and administrative expense
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78,660 | 78,397 | 232,935 | 219,580 | ||||||||||||
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Depreciation and amortization
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4,982 | 4,646 | 14,614 | 13,764 | ||||||||||||
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Operating income
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11,606 | 3,375 | 40,079 | 22,642 | ||||||||||||
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Interest expense
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(1,077 | ) | (1,071 | ) | (3,337 | ) | (3,208 | ) | ||||||||
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Interest income
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652 | 563 | 1,903 | 1,594 | ||||||||||||
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Income before income taxes
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11,181 | 2,867 | 38,645 | 21,028 | ||||||||||||
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Income taxes
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4,638 | 1,199 | 16,219 | 8,810 | ||||||||||||
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Net income
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$ | 6,543 | $ | 1,668 | $ | 22,426 | $ | 12,218 | ||||||||
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Net income per share:
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||||||||||||||||
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Class A common stock:
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||||||||||||||||
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Basic
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$ | 0.57 | $ | 0.15 | $ | 1.96 | $ | 1.09 | ||||||||
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Diluted
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$ | 0.47 | $ | 0.12 | $ | 1.63 | $ | 0.89 | ||||||||
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Class B common stock:
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||||||||||||||||
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Basic
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$ | 0.37 | $ | 0.10 | $ | 1.27 | $ | 0.69 | ||||||||
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Diluted
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$ | 0.37 | $ | 0.09 | $ | 1.26 | $ | 0.69 | ||||||||
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39 Wks. Ended
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39 Wks. Ended
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|||||||
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April 28, 2012
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April 30, 2011
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|||||||
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CASH FLOWS FROM OPERATING ACTIVITIES
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||||||||
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Net income
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$ | 22,426 | $ | 12,218 | ||||
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Adjustments to reconcile net income
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||||||||
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to net cash provided by operating activities:
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||||||||
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Depreciation and amortization
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14,614 | 13,764 | ||||||
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Deferred taxes
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(1,050 | ) | 441 | |||||
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Provision to value inventories at LIFO
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760 | 575 | ||||||
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Non-cash share-based compensation
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2,376 | 2,208 | ||||||
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Changes in assets and liabilities:
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||||||||
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Merchandise inventories
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(3,067 | ) | (1,366 | ) | ||||
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Patronage dividend receivable
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1,626 | 2,362 | ||||||
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Accounts payable to Wakefern
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(5,945 | ) | 2,061 | |||||
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Accounts payable and accrued expenses
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(5,085 | ) | 8,459 | |||||
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Income taxes payable
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(1,835 | ) | (659 | ) | ||||
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Other assets and liabilities
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457 | 5,198 | ||||||
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Net cash provided by operating activities
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25,277 | 45,261 | ||||||
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CASH FLOWS FROM INVESTING ACTIVITIES
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||||||||
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Capital expenditures
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(13,007 | ) | (9,749 | ) | ||||
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Investment in notes receivable from Wakefern
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(1,047 | ) | (973 | ) | ||||
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Acquisition of Old Bridge ShopRite
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(4,123 | ) | - | |||||
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Net cash used in investing activities
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(18,177 | ) | (10,722 | ) | ||||
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CASH FLOWS FROM FINANCING ACTIVITIES
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||||||||
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Proceeds from exercise of stock options
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327 | 698 | ||||||
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Excess tax benefit related to share-based compensation
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57 | 681 | ||||||
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Principal payments of long-term debt
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(881 | ) | (734 | ) | ||||
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Dividends
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(6,881 | ) | (17,941 | ) | ||||
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Treasury stock purchases
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- | (2,171 | ) | |||||
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Net cash used in financing activities
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(7,378 | ) | (19,467 | ) | ||||
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NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
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(278 | ) | 15,072 | |||||
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CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
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91,362 | 69,043 | ||||||
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CASH AND CASH EQUIVALENTS, END OF PERIOD
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$ | 91,084 | $ | 84,115 | ||||
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SUPPLEMENTAL DISCLOSURES OF CASH PAYMENTS MADE FOR:
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||||||||
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Interest
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$ | 3,115 | $ | 3,208 | ||||
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Income taxes
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19,048 | 8,646 | ||||||
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NONCASH SUPPLEMENTAL DISCLOSURES:
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||||||||
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Investment in Wakefern
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$ | 899 | $ | 648 | ||||
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(in Thousands, except per share amounts) (Unaudited)
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13 Weeks Ended
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39 Weeks Ended
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|||||||||||||||
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April 28, 2012
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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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$ | 4,016 | $ | 2,356 | $ | 13,757 | $ | 8,091 | ||||||||
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Conversion of Class B to Class A shares
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2,356 | - | 8,091 | - | ||||||||||||
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Effect of share-based compensation on allocated net income
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16 | (11 | ) | 67 | (39 | ) | ||||||||||
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Net income allocated, diluted
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$ | 6,388 | $ | 2,345 | $ | 21,915 | $ | 8,052 | ||||||||
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Denominator:
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||||||||||||||||
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Weighted average shares outstanding, basic
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7,044 | 6,362 | 7,030 | 6,366 | ||||||||||||
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Conversion of Class B to Class A shares
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6,362 | - | 6,366 | - | ||||||||||||
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Dilutive effect of share-based compensation
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95 | - | 81 | - | ||||||||||||
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Weighted average shares outstanding, diluted
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13,501 | 6,362 | 13,477 | 6,366 | ||||||||||||
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13 Weeks Ended
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39 Weeks Ended
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|||||||||||||||
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April 30, 2011
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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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$ | 1,020 | $ | 607 | $ | 7,474 | $ | 4,431 | ||||||||
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Conversion of Class B to Class A shares
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607 | - | 4,431 | - | ||||||||||||
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Effect of share-based compensation on allocated net income
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2 | (2 | ) | - | - | |||||||||||
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Net income allocated, diluted
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$ | 1,629 | $ | 605 | $ | 11,905 | $ | 4,431 | ||||||||
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Denominator:
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||||||||||||||||
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Weighted average shares outstanding, basic
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6,905 | 6,376 | 6,827 | 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 | - | 117 | - | ||||||||||||
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Weighted average shares outstanding, diluted
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13,387 | 6,376 | 13,320 | 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 28, 2012
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April 30, 2011
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April 28, 2012
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April 30, 2011
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|||||||||||||
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Service cost
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$ | 664 | $ | 724 | $ | 1,992 | $ | 2,172 | ||||||||
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Interest cost on projected benefit obligations
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678 | 633 | 2,034 | 1,899 | ||||||||||||
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Expected return on plan assets
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(631 | ) | (510 | ) | (1,893 | ) | (1,530 | ) | ||||||||
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Amortization of gains and losses
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330 | 390 | 990 | 1,170 | ||||||||||||
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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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$ | 1,043 | $ | 1,239 | $ | 3,129 | $ | 3,717 | ||||||||
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13 Weeks Ended
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39 Weeks Ended
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|||||||||||||||
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April 28, 2012
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April 30, 2011
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April 28, 2012
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April 30, 2011
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|||||||||||||
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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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72.55 | 72.70 | 72.67 | 73.16 | ||||||||||||
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Gross profit
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27.45 | 27.30 | 27.33 | 26.84 | ||||||||||||
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Operating and administrative expense
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22.67 | 24.76 | 22.13 | 23.02 | ||||||||||||
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Depreciation and amortization
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1.44 | 1.47 | 1.39 | 1.44 | ||||||||||||
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Operating income
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3.34 | 1.07 | 3.81 | 2.38 | ||||||||||||
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Interest expense
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(0.31 | ) | (0.34 | ) | (0.32 | ) | (0.34 | ) | ||||||||
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Interest income
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0.19 | 0.18 | 0.18 | 0.17 | ||||||||||||
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Income before taxes
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3.22 | 0.91 | 3.67 | 2.21 | ||||||||||||
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Income taxes
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1.34 | 0.38 | 1.54 | 0.93 | ||||||||||||
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Net income
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1.88 | % | 0.53 | % | 2.13 | % | 1.28 | % | ||||||||
| ● | Village projects a fourth quarter same store sales increase of 1.5% to 3.0%, as we expect less benefit from competitive store closings and inflation. | |
| ● |
During fiscal 2012 and 2011, the supermarket industry was impacted by changing consumer behavior due to the weak economy and high unemployment. Consumers are increasingly cooking meals at home, but spending cautiously by trading down to lower priced items, including private label, and concentrating their buying on sale items. Management expects these trends to continue at least through fiscal 2012.
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We expect retail price inflation in fiscal 2012, with smaller increases in the second half of the year.
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We have budgeted $18,000 for capital expenditures in fiscal 2012. This amount includes several small remodels and solar panels for one store.
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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 2012 to be 41.5% - 42.5%.
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We expect operating expenses will be affected by increased costs in certain areas, such as medical and pension costs.
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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 costs 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 and two in Maryland. 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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| ● |
Village acquired two stores in July 2011 in Maryland, a new market for Village where the ShopRite name is less known than in New Jersey. As the Company begins operating in this new market, marketing and other costs will be higher than
in established markets as Village attempts to build market share and brand awareness. In addition, sales for these two stores are initially expected to be lower than the typical Company store. Potentially higher costs and sales results lower than the Company’s expectations could have a material adverse effect on Village’s results of operations.
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| ● |
The Company is currently planning the construction of two replacement stores. If we are unable to open these replacement stores before existing store lease expirations and we are unable to execute lease extensions, we may be adversely impacted by any potential time period between the closure of our existing stores and the opening of the replacement stores. If we execute lease extensions on the existing stores planned to be replaced, terms may be unfavorable and we may incur charges for rental obligations for periods after store closure.
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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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| ● |
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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| ● |
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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| ● |
On April 15, 2011, Village, along with all of the other individual employers trading as ShopRite, permanently withdrew from participating in the United Food and Commercial Workers Local 152 Retail Meat Pension Fund (“the Fund”), effective the end of April 2011. The Fund is a multi-employer defined benefit plan that
includes other supermarket operators. Village, along with the other affiliated ShopRite operators, determined to withdraw from the Fund due to exposures to market risks associated with all defined benefit plans and the inability to partition ShopRite’s liabilities from those of the other participating supermarket
operators. Village now provides affected associates with a defined contribution plan for future service, which eliminates market risks and the exposure to shared liabilities of other operators, and is estimated to be less costly than the defined benefit plan in the future, while ensuring that our associates are provided a secure benefit. The Company recorded a pre-tax charge of $7,028 in fiscal 2011 for this withdrawal liability, which represented our estimate of the liability based on calculations provided by the Fund actuary. The Company settled this obligation in January 2012, resulting in a pre-tax benefit of $646 in the second quarter of fiscal 2012. Village remains liable for potential additional withdrawal liabilities to the Fund in the event a mass withdrawal, as defined by statute, occurs within two plan years after the plan year of Village’s
withdrawal. Such liabilities could be material to the Company’s consolidated financial statements.
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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 a 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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Our effective tax rate may be impacted by the results of tax examinations and changes in tax laws, including the disputes with the state of New Jersey described in note 5 of the Company’s Annual report on Form 10-K for the year ended July 30, 2011.
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Exhibit 31.1-
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Certification
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Exhibit 31.2-
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Certification
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Exhibit 32.1-
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Certification (furnished, not filed)
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Exhibit 32.2-
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Certification (furnished, not filed)
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Exhibit 99.1-
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Press Release dated June 6, 2012
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Exhibit 99.2-
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Second Quarter Report to Shareholders dated
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March 16, 2012
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101 INS
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XBRL Instance
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101 SCH
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XBRL Schema
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101 CAL
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XBRL Calculation
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101 DEF
|
XBRL Definition
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101 LAB
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XBRL Label
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101 PRE
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XBRL Presentation
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Village Super Market, Inc
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Registrant
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Date: June 6, 2012
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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 6, 2012
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/s/ Kevin R. Begley
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Kevin R. Begley
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(Chief Financial Officer)
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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 |
|---|