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[x]
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QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
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For the quarterly period ended: April 23, 2016
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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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Commission File No.
0-2633
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NEW JERSEY
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22-1576170
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(State or 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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(973) 467-2200
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(Registrant's telephone number, including area code)
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Large accelerated filer
q
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Accelerated filer
x
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Non-accelerated filer
q
(Do not check if a smaller reporting company)
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Smaller reporting company
q
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Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes _____ No __
X
__
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Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:
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June 2, 2016
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Class A Common Stock, No Par Value
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9,808,625 Shares
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Class B Common Stock, No Par Value
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4,319,256 Shares
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PART I
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PAGE NO.
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FINANCIAL INFORMATION
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Item 1. Financial Statements (Unaudited)
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Consolidated Balance Sheets
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Consolidated Statements of Operations
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Consolidated Statements of Comprehensive Income
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Consolidated Statements of Cash Flows
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Notes to Consolidated Financial Statements
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 3. Quantitative & Qualitative Disclosures about Market Risk
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Item 4. Controls and Procedures
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PART II
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OTHER INFORMATION
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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Item 6. Exhibits
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Signatures
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VILLAGE SUPER MARKET, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands) (Unaudited)
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April 23,
2016 |
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July 25,
2015 |
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ASSETS
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Current assets
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Cash and cash equivalents
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$
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80,178
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$
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59,040
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Merchandise inventories
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43,168
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45,772
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Patronage dividend receivable
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8,727
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12,831
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Income taxes receivable
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—
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3,917
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Other current assets
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14,145
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14,351
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Total current assets
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146,218
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135,911
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Property, equipment and fixtures, net
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200,836
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206,594
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Notes receivable from Wakefern
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42,287
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41,421
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Investment in Wakefern
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26,467
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25,750
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Goodwill
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12,057
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12,057
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Other assets
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7,936
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12,169
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Total assets
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$
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435,801
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$
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433,902
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LIABILITIES AND SHAREHOLDERS' EQUITY
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Current liabilities
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Capital and financing lease obligations
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$
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503
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$
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469
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Notes payable to Wakefern
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375
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430
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Accounts payable to Wakefern
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55,594
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58,337
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Accounts payable and accrued expenses
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18,709
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21,046
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Accrued wages and benefits
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15,656
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15,117
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Income taxes payable
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1,203
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765
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Total current liabilities
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92,040
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96,164
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Long-term Debt
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Capital and financing lease obligations
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43,317
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43,699
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Notes payable to Wakefern
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456
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726
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Total long-term debt
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43,773
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44,425
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Pension liabilities
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23,463
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32,232
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Other liabilities
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7,702
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8,314
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Commitments and contingencies
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Shareholders' Equity
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Preferred stock, no par value: Authorized 10,000 shares, none issued
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—
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—
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Class A common stock, no par value: Authorized 20,000 shares; issued 10,190 shares at April 23, 2016 and 10,192 shares at July 25, 2015
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53,978
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51,618
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Class B common stock, no par value: Authorized 20,000 shares; issued and outstanding 4,319 shares at April 23, 2016 and July 25, 2015
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701
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701
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Retained earnings
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228,885
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221,765
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Accumulated other comprehensive loss
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(9,346
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)
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(16,874
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)
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Less treasury stock, Class A, at cost: 381 shares at April 23, 2016 and 343 shares at July 25, 2015
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(5,395
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)
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(4,443
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)
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Total shareholders’ equity
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268,823
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252,767
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Total liabilities and shareholders’ equity
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$
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435,801
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$
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433,902
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VILLAGE SUPER MARKET, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts) (Unaudited)
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|||||||||||||||
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13 Weeks Ended
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39 Weeks Ended
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||||||||||||
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April 23,
2016 |
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April 25,
2015 |
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April 23,
2016 |
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April 25,
2015 |
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Sales
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$
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387,905
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$
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387,100
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$
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1,197,603
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$
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1,178,035
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||||||||
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Cost of sales
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281,167
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280,002
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872,653
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857,008
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||||||||
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Gross profit
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106,738
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107,098
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324,950
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321,027
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Operating and administrative expense
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90,851
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90,848
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277,432
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272,307
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Depreciation and amortization
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5,822
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5,676
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17,840
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17,573
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Operating income
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10,065
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10,574
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29,678
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31,147
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||||||||
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Interest expense
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(1,122
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)
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(1,133
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)
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(3,375
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)
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(3,404
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)
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||||
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||||||||
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Interest income
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659
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|
603
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1,788
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|
1,829
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||||
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||||||||
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Income before income taxes
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9,602
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10,044
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28,091
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29,572
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||||
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||||||||
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Income taxes
|
3,720
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|
(3,162
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)
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|
11,495
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|
5,884
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||||
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||||||||
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Net income
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$
|
5,882
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$
|
13,206
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$
|
16,596
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$
|
23,688
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||||||||
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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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||||||
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Basic
|
$
|
0.47
|
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$
|
1.05
|
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$
|
1.31
|
|
|
$
|
1.89
|
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Diluted
|
$
|
0.42
|
|
|
$
|
0.93
|
|
|
$
|
1.17
|
|
|
$
|
1.68
|
|
|
|
|
|
|
|
|
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|
||||||||
|
Class B common stock:
|
|
|
|
|
|
|
|
|
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|
|||||
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Basic
|
$
|
0.30
|
|
|
$
|
0.68
|
|
|
$
|
0.85
|
|
|
$
|
1.23
|
|
|
Diluted
|
$
|
0.30
|
|
|
$
|
0.68
|
|
|
$
|
0.85
|
|
|
$
|
1.22
|
|
|
VILLAGE SUPER MARKET, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands) (Unaudited)
|
|||||||||||||||
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|
13 Weeks Ended
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|
39 Weeks Ended
|
||||||||||||
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|
April 23,
2016 |
|
April 25,
2015 |
|
April 23,
2016 |
|
April 25,
2015 |
||||||||
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Net income
|
$
|
5,882
|
|
|
$
|
13,206
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$
|
16,596
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$
|
23,688
|
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||||||||
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Other comprehensive income:
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|
|
|
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||||
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Amortization of pension actuarial loss, net of tax (1)
|
236
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|
192
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|
804
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|
574
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|
||||
|
Pension remeasurement, net of tax (2)
|
(4,394
|
)
|
|
—
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(4,394
|
)
|
|
—
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|
||||
|
Pension curtailment gain, net of tax (3)
|
11,118
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|
|
—
|
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|
11,118
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|
—
|
|
||||
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||||||||
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Comprehensive income
|
$
|
12,842
|
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$
|
13,398
|
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$
|
24,124
|
|
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$
|
24,262
|
|
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(1)
|
Amounts are net of tax of
$163
and
$132
for the
13
weeks ended
April 23, 2016
and
April 25, 2015
, respectively, and
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|
(2)
|
Amount is net of tax of
$3,034
.
|
|
(3)
|
Amount is net of tax of
$7,678
.
|
|
VILLAGE SUPER MARKET, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) (Unaudited)
|
|||||||
|
|
39 Weeks Ended
|
||||||
|
|
April 23,
2016 |
|
April 25,
2015 |
||||
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
||||
|
Net income
|
$
|
16,596
|
|
|
$
|
23,688
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|||
|
Depreciation and amortization
|
17,840
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|
|
17,573
|
|
||
|
Non-cash share-based compensation
|
2,335
|
|
|
2,377
|
|
||
|
Deferred taxes
|
(907
|
)
|
|
15,741
|
|
||
|
Provision to value inventories at LIFO
|
300
|
|
|
300
|
|
||
|
|
|
|
|
||||
|
Changes in assets and liabilities:
|
|
|
|
|
|||
|
Merchandise inventories
|
2,304
|
|
|
(1,158
|
)
|
||
|
Patronage dividend receivable
|
4,104
|
|
|
3,894
|
|
||
|
Accounts payable to Wakefern
|
(2,743
|
)
|
|
(6,278
|
)
|
||
|
Accounts payable and accrued expenses
|
(1,537
|
)
|
|
(1,665
|
)
|
||
|
Accrued wages and benefits
|
539
|
|
|
(1,235
|
)
|
||
|
Income taxes payable/receivable
|
4,355
|
|
|
(52,045
|
)
|
||
|
Other assets and liabilities
|
3,495
|
|
|
6,332
|
|
||
|
Net cash provided by operating activities
|
46,681
|
|
|
7,524
|
|
||
|
|
|
|
|
||||
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
||
|
Capital expenditures
|
(13,784
|
)
|
|
(17,264
|
)
|
||
|
Proceeds from the sale of assets
|
900
|
|
|
—
|
|
||
|
Investment in notes receivable from Wakefern
|
(866
|
)
|
|
(823
|
)
|
||
|
Net cash used in investing activities
|
(13,750
|
)
|
|
(18,087
|
)
|
||
|
|
|
|
|
||||
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||
|
Proceeds from exercise of stock options
|
51
|
|
|
2,392
|
|
||
|
Excess tax benefit related to share-based compensation
|
—
|
|
|
274
|
|
||
|
Principal payments of long-term debt
|
(1,390
|
)
|
|
(1,464
|
)
|
||
|
Dividends
|
(9,476
|
)
|
|
(9,412
|
)
|
||
|
Treasury stock purchases
|
(978
|
)
|
|
—
|
|
||
|
Net cash used in financing activities
|
(11,793
|
)
|
|
(8,210
|
)
|
||
|
|
|
|
|
||||
|
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
21,138
|
|
|
(18,773
|
)
|
||
|
|
|
|
|
||||
|
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
59,040
|
|
|
77,352
|
|
||
|
|
|
|
|
||||
|
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
80,178
|
|
|
$
|
58,579
|
|
|
|
|
|
|
||||
|
SUPPLEMENTAL DISCLOSURES OF CASH PAYMENTS MADE FOR:
|
|
|
|
|
|
||
|
Interest
|
$
|
3,375
|
|
|
$
|
3,322
|
|
|
Income taxes
|
$
|
8,047
|
|
|
$
|
41,913
|
|
|
|
13 Weeks Ended
|
|
39 Weeks Ended
|
||||||||||||
|
|
April 23, 2016
|
|
April 23, 2016
|
||||||||||||
|
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
||||||||
|
Numerator:
|
|
|
|
|
|
|
|
||||||||
|
Net income allocated, basic
|
$
|
4,455
|
|
|
$
|
1,308
|
|
|
$
|
12,563
|
|
|
$
|
3,686
|
|
|
Conversion of Class B to Class A shares
|
1,308
|
|
|
—
|
|
|
3,686
|
|
|
—
|
|
||||
|
Effect of share-based compensation on allocated net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Net income allocated, diluted
|
$
|
5,763
|
|
|
$
|
1,308
|
|
|
$
|
16,249
|
|
|
$
|
3,686
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Weighted average shares outstanding, basic
|
9,559
|
|
|
4,319
|
|
|
9,566
|
|
|
4,319
|
|
||||
|
Conversion of Class B to Class A shares
|
4,319
|
|
|
—
|
|
|
4,319
|
|
|
—
|
|
||||
|
Dilutive effect of share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Weighted average shares outstanding, diluted
|
13,878
|
|
|
4,319
|
|
|
13,885
|
|
|
4,319
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
13 Weeks Ended
|
|
39 Weeks Ended
|
||||||||||||
|
|
April 25, 2015
|
|
April 25, 2015
|
||||||||||||
|
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
||||||||
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Net income allocated, basic
|
$
|
9,936
|
|
|
$
|
2,976
|
|
|
$
|
17,806
|
|
|
$
|
5,346
|
|
|
Conversion of Class B to Class A shares
|
2,976
|
|
|
—
|
|
|
5,346
|
|
|
—
|
|
||||
|
Effect of share-based compensation on allocated net income
|
26
|
|
|
(19
|
)
|
|
37
|
|
|
(21
|
)
|
||||
|
Net income allocated, diluted
|
$
|
12,938
|
|
|
$
|
2,957
|
|
|
$
|
23,189
|
|
|
$
|
5,325
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Weighted average shares outstanding, basic
|
9,449
|
|
|
4,361
|
|
|
9,423
|
|
|
4,361
|
|
||||
|
Conversion of Class B to Class A shares
|
4,361
|
|
|
—
|
|
|
4,361
|
|
|
—
|
|
||||
|
Dilutive effect of share-based compensation
|
107
|
|
|
—
|
|
|
50
|
|
|
—
|
|
||||
|
Weighted average shares outstanding, diluted
|
13,917
|
|
|
4,361
|
|
|
13,834
|
|
|
4,361
|
|
||||
|
|
13 Weeks Ended
|
|
39 Weeks Ended
|
||||||||||||
|
|
April 23,
2016 |
|
April 25,
2015 |
|
April 23,
2016 |
|
April 25,
2015 |
||||||||
|
Service cost
|
$
|
774
|
|
|
$
|
910
|
|
|
$
|
2,982
|
|
|
$
|
2,730
|
|
|
Interest cost on projected benefit obligations
|
770
|
|
|
764
|
|
|
2,424
|
|
|
2,292
|
|
||||
|
Expected return on plan assets
|
(927
|
)
|
|
(928
|
)
|
|
(2,807
|
)
|
|
(2,784
|
)
|
||||
|
Amortization of net losses
|
399
|
|
|
324
|
|
|
1,363
|
|
|
972
|
|
||||
|
Net periodic pension cost
|
$
|
1,016
|
|
|
$
|
1,070
|
|
|
$
|
3,962
|
|
|
$
|
3,210
|
|
|
|
39 Weeks Ended
|
||||||
|
|
April 23, 2016
|
|
April 25, 2015
|
||||
|
Balance at beginning of year
|
$
|
514
|
|
|
$
|
27,846
|
|
|
Additions based on tax positions related to the current year
|
86
|
|
|
46
|
|
||
|
Reductions based on tax positions related to prior periods
|
—
|
|
|
(546
|
)
|
||
|
Cash paid on settlements
|
—
|
|
|
(26,862
|
)
|
||
|
|
|
|
|
||||
|
Balance at end of period
|
$
|
600
|
|
|
$
|
484
|
|
|
|
13 Weeks Ended
|
|
39 Weeks Ended
|
||||||||
|
|
April 23, 2016
|
|
April 25, 2015
|
|
April 23, 2016
|
|
April 25, 2015
|
||||
|
Sales
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|
Cost of sales
|
72.48
|
|
|
72.33
|
|
|
72.87
|
|
|
72.75
|
|
|
Gross profit
|
27.52
|
|
|
27.67
|
|
|
27.13
|
|
|
27.25
|
|
|
Operating and administrative expense
|
23.42
|
|
|
23.47
|
|
|
23.17
|
|
|
23.12
|
|
|
Depreciation and amortization
|
1.50
|
|
|
1.48
|
|
|
1.48
|
|
|
1.49
|
|
|
Operating income
|
2.60
|
|
|
2.72
|
|
|
2.48
|
|
|
2.64
|
|
|
Interest expense
|
(0.29
|
)
|
|
(0.29
|
)
|
|
(0.28
|
)
|
|
(0.29
|
)
|
|
Interest income
|
0.17
|
|
|
0.16
|
|
|
0.15
|
|
|
0.16
|
|
|
Income before taxes
|
2.48
|
|
|
2.59
|
|
|
2.35
|
|
|
2.51
|
|
|
Income taxes
|
0.96
|
|
|
(0.82
|
)
|
|
0.96
|
|
|
0.50
|
|
|
Net income
|
1.52
|
%
|
|
3.41
|
%
|
|
1.39
|
%
|
|
2.01
|
%
|
|
•
|
We have budgeted $20,000 for capital expenditures in fiscal 2016. Planned expenditures include the completion of the expansion and remodel of the Stirling, New Jersey store, one major remodel and several smaller remodels.
|
|
•
|
The Board’s current intention is to continue to pay quarterly dividends in 2016 at the most recent rate of $.25 per Class A and $.1625 per Class B share.
|
|
•
|
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.
|
|
•
|
We expect our effective income tax rate in fiscal 2016 to be in the range of 41.0% - 42.0%.
|
|
•
|
We expect operating expenses will be affected by increased costs in certain areas, such as medical and other fringe benefit costs.
|
|
•
|
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.
|
|
•
|
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. External factors such as inflation, deflation, interest rate fluctuations, movements in energy costs, social programs, minimum wage legislation, unemployment rates and changing demographics may adversely affect our sales and profits.
|
|
•
|
In July 2011 Village acquired two stores in Maryland, a new market for Village where the ShopRite name is less known than in New Jersey. While we continue to invest in marketing and promotional programs to build market share, sales trends for our Maryland stores have deteriorated in fiscal 2016 and remain worse than initially projected. If these trends continue, it could result in impairment charges on long-lived assets specific to the Maryland stores that could materially impact the Company's results of operations.
|
|
•
|
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 effect on Village’s results of operations.
|
|
•
|
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 wage increases, health care and pension costs provided for in the collective bargaining agreements, we may experience increased operating costs.
|
|
•
|
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.
|
|
•
|
Certain of the multi-employer plans to which we contribute are underfunded. As a result, we expect that contributions to these plans may increase. Additionally, the benefit levels and related items will be issues in the negotiation of our collective bargaining agreements. Under current law, an employer that withdraws or partially withdraws from a multi-employer pension plan may incur a withdrawal liability to the plan, which represents the portion of the plan’s underfunding that is allocable to the withdrawing employer under very complex actuarial and allocation rules. The failure of a withdrawing employer to fund these obligations can impact remaining employers. The amount of any increase or decrease in our required contributions to these multi-employer pension plans will depend upon the outcome of collective bargaining, actions taken by trustees who manage the plans, government regulations, withdrawals by other participating employers and the actual return on assets held in the plans, among other factors.
|
|
•
|
Our long-lived assets, primarily stores, are subject to periodic testing for impairment. Failure of our asset groups to achieve sufficient levels of cash flow could result in impairment charges on long-lived assets.
|
|
•
|
Our effective tax rate may be impacted by the results of tax examinations and changes in tax laws.
|
|
•
|
Wakefern provides all members of the cooperative with information system support that enables us to effectively manage our business data, customer transactions, ordering, communications and other business processes. These information systems are subject to damage or interruption from power outages, computer or telecommunications failures, computer viruses and related malicious software, catastrophic weather events, or human error. Any material interruption of our or Wakefern’s information systems could have a material adverse impact on our results of operations.
|
|
Period(1)
|
|
Total Number of Shares Purchased(2)
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
|
|
January 24, 2016 to February 20, 2016
|
|
10,000
|
|
$24.90
|
|
10,000
|
|
$4,261,200
|
|
February 21, 2016 to March 19, 2016
|
|
—
|
|
—
|
|
—
|
|
$4,261,200
|
|
March 20, 2016 to April 23, 2016
|
|
10,000
|
|
$23.87
|
|
10,000
|
|
$4,022,500
|
|
Total
|
|
20,000
|
|
$24.38
|
|
20,000
|
|
$4,022,500
|
|
(1)
|
The reported periods conform to our fiscal calendar.
|
|
Item 6.
|
Exhibits
|
|
|
|
|
Exhibit 31.1
|
Certification
|
|
|
|
|
Exhibit 31.2
|
Certification
|
|
|
|
|
Exhibit 32.1
|
Certification (furnished, not filed)
|
|
|
|
|
Exhibit 32.2
|
Certification (furnished, not filed)
|
|
|
|
|
Exhibit 99.1
|
Press Release dated June 2, 2016
|
|
|
|
|
101 INS
|
XBRL Instance
|
|
|
|
|
101 SCH
|
XBRL Schema
|
|
|
|
|
101 CAL
|
XBRL Calculation
|
|
|
|
|
101 DEF
|
XBRL Definition
|
|
|
|
|
101 LAB
|
XBRL Label
|
|
|
|
|
101 PRE
|
XBRL Presentation
|
|
|
Village Super Market, Inc.
|
|
|
Registrant
|
|
|
|
|
Dated: June 2, 2016
|
/s/ James Sumas
|
|
|
James Sumas
|
|
|
(Chief Executive Officer)
|
|
|
|
|
Dated: June 2, 2016
|
/s/ John Van Orden
|
|
|
John Van Orden
|
|
|
(Chief Financial Officer)
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | 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 |
|---|