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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: October 28, 2017
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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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December 5, 2017
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Class A Common Stock, No Par Value
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10,086,783 Shares
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Class B Common Stock, No Par Value
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4,303,748 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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|||||||
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October 28,
2017 |
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July 29,
2017 |
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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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74,591
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$
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87,435
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Merchandise inventories
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42,471
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41,852
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Patronage dividend receivable
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17,152
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12,655
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Notes receivable from Wakefern
|
—
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22,118
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Income taxes receivable
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106
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1,742
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||
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Other current assets
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17,957
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15,670
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Total current assets
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152,277
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181,472
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||||
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Property, equipment and fixtures, net
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204,147
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204,440
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Notes receivable from Wakefern
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45,100
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22,562
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Investment in Wakefern
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27,093
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27,093
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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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8,234
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7,601
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||||
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Total assets
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$
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448,908
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$
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455,225
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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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696
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$
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652
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Notes payable to Wakefern
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291
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292
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Accounts payable to Wakefern
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56,670
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59,556
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Accounts payable and accrued expenses
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15,413
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17,279
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Accrued wages and benefits
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15,921
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17,810
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Income taxes payable
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1,106
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604
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Total current liabilities
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90,097
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96,193
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Long-term debt
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Capital and financing lease obligations
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42,352
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42,532
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Notes payable to Wakefern
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41
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114
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Total long-term debt
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42,393
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42,646
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Pension liabilities
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14,558
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15,194
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Other liabilities
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14,447
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14,372
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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 10,570 shares at October 28, 2017 and 10,562 shares at July 29, 2017
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58,717
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57,852
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Class B common stock, no par value: Authorized 20,000 shares; issued and outstanding 4,304 shares at October 28, 2017 and July 29, 2017
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699
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699
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Retained earnings
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244,106
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244,308
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Accumulated other comprehensive loss
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(7,322
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)
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(7,406
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)
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Less treasury stock, Class A, at cost: 483 shares at October 28, 2017 and 477 shares at July 29, 2017
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(8,787
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)
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(8,633
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)
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Total shareholders’ equity
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287,413
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286,820
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Total liabilities and shareholders’ equity
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$
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448,908
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$
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455,225
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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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||||||
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October 28,
2017 |
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October 29,
2016 |
||||
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Sales
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$
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386,474
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$
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389,692
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||||
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Cost of sales
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282,595
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285,044
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||||
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Gross profit
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103,879
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104,648
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||||
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Operating and administrative expense
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92,292
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91,131
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||||
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Depreciation and amortization
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6,235
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6,063
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Operating income
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5,352
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7,454
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Interest expense
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(1,105
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)
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(1,117
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)
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||||
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Interest income
|
900
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688
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||||
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Income before income taxes
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5,147
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7,025
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||||
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Income taxes
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2,131
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2,916
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||
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||||
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Net income
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$
|
3,016
|
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$
|
4,109
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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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Basic
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$
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0.23
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$
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0.32
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Diluted
|
$
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0.21
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$
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0.29
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||||
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Class B common stock:
|
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Basic
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$
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0.15
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$
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0.21
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Diluted
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$
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0.15
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$
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0.21
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VILLAGE SUPER MARKET, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands) (Unaudited)
|
|||||||
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|
13 Weeks Ended
|
||||||
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|
October 28,
2017 |
|
October 29,
2016 |
||||
|
Net income
|
$
|
3,016
|
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|
$
|
4,109
|
|
|
|
|
|
|
||||
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Other comprehensive income:
|
|
|
|
|
|
||
|
Amortization of pension actuarial loss, net of tax (1)
|
84
|
|
|
267
|
|
||
|
|
|
|
|
||||
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Comprehensive income
|
$
|
3,100
|
|
|
$
|
4,376
|
|
|
(1)
|
Amounts are net of tax of
$58
and
$111
for the
13
weeks ended
October 28, 2017
and
October 29, 2016
, respectively. All amounts are reclassified from accumulated other comprehensive loss to operating and administrative expense.
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VILLAGE SUPER MARKET, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) (Unaudited)
|
|||||||
|
|
13 Weeks Ended
|
||||||
|
|
October 28,
2017 |
|
October 29,
2016 |
||||
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
||||
|
Net income
|
$
|
3,016
|
|
|
$
|
4,109
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|||
|
Depreciation and amortization
|
6,235
|
|
|
6,063
|
|
||
|
Non-cash share-based compensation
|
865
|
|
|
797
|
|
||
|
Deferred taxes
|
(7
|
)
|
|
(26
|
)
|
||
|
|
|
|
|
||||
|
Changes in assets and liabilities:
|
|
|
|
|
|||
|
Merchandise inventories
|
(619
|
)
|
|
(1,224
|
)
|
||
|
Patronage dividend receivable
|
(4,497
|
)
|
|
(4,636
|
)
|
||
|
Accounts payable to Wakefern
|
(2,886
|
)
|
|
(3,053
|
)
|
||
|
Accounts payable and accrued expenses
|
(1,163
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)
|
|
(118
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)
|
||
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Accrued wages and benefits
|
(1,889
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)
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|
(1,271
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)
|
||
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Income taxes receivable / payable
|
2,138
|
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|
(11,787
|
)
|
||
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Other assets and liabilities
|
(3,422
|
)
|
|
(1,171
|
)
|
||
|
Net cash used in operating activities
|
(2,229
|
)
|
|
(12,317
|
)
|
||
|
|
|
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|
||||
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CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
||
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Capital expenditures
|
(6,629
|
)
|
|
(6,795
|
)
|
||
|
Proceeds from the sale of assets
|
16
|
|
|
—
|
|
||
|
Investment in notes receivable from Wakefern
|
(22,592
|
)
|
|
(459
|
)
|
||
|
Maturity of notes receivable from Wakefern
|
22,172
|
|
|
—
|
|
||
|
Net cash used in investing activities
|
(7,033
|
)
|
|
(7,254
|
)
|
||
|
|
|
|
|
||||
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CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||
|
Proceeds from exercise of stock options
|
—
|
|
|
396
|
|
||
|
Excess tax benefit related to share-based compensation
|
—
|
|
|
32
|
|
||
|
Principal payments of long-term debt
|
(210
|
)
|
|
(216
|
)
|
||
|
Dividends
|
(3,218
|
)
|
|
(3,162
|
)
|
||
|
Treasury stock purchases
|
(154
|
)
|
|
—
|
|
||
|
Net cash used in financing activities
|
(3,582
|
)
|
|
(2,950
|
)
|
||
|
|
|
|
|
||||
|
NET DECREASE IN CASH AND CASH EQUIVALENTS
|
(12,844
|
)
|
|
(22,521
|
)
|
||
|
|
|
|
|
||||
|
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
87,435
|
|
|
88,379
|
|
||
|
|
|
|
|
||||
|
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
74,591
|
|
|
$
|
65,858
|
|
|
|
|
|
|
||||
|
SUPPLEMENTAL DISCLOSURES OF CASH PAYMENTS MADE FOR:
|
|
|
|
|
|
||
|
Interest
|
$
|
1,105
|
|
|
$
|
1,117
|
|
|
Income taxes
|
$
|
—
|
|
|
$
|
14,700
|
|
|
|
|
|
|
||||
|
NONCASH SUPPLEMENTAL DISCLOSURES:
|
|
|
|
|
|
||
|
Investment in Wakefern and increase in notes payable to Wakefern
|
$
|
—
|
|
|
$
|
626
|
|
|
|
13 Weeks Ended
|
||||||
|
|
October 28, 2017
|
||||||
|
|
Class A
|
|
Class B
|
||||
|
Numerator:
|
|
|
|
||||
|
Net income allocated, basic
|
$
|
2,277
|
|
|
$
|
655
|
|
|
Conversion of Class B to Class A shares
|
655
|
|
|
—
|
|
||
|
Effect of share-based compensation on allocated net income
|
(1
|
)
|
|
(1
|
)
|
||
|
Net income allocated, diluted
|
$
|
2,931
|
|
|
$
|
654
|
|
|
|
|
|
|
||||
|
Denominator:
|
|
|
|
|
|
||
|
Weighted average shares outstanding, basic
|
9,722
|
|
|
4,304
|
|
||
|
Conversion of Class B to Class A shares
|
4,304
|
|
|
—
|
|
||
|
Dilutive effect of share-based compensation
|
—
|
|
|
—
|
|
||
|
Weighted average shares outstanding, diluted
|
14,026
|
|
|
4,304
|
|
||
|
|
|
|
|
||||
|
|
13 Weeks Ended
|
||||||
|
|
October 29, 2016
|
||||||
|
|
Class A
|
|
Class B
|
||||
|
Numerator:
|
|
|
|
|
|
||
|
Net income allocated, basic
|
$
|
3,116
|
|
|
$
|
912
|
|
|
Conversion of Class B to Class A shares
|
912
|
|
|
—
|
|
||
|
Effect of share-based compensation on allocated net income
|
2
|
|
|
(1
|
)
|
||
|
Net income allocated, diluted
|
$
|
4,030
|
|
|
$
|
911
|
|
|
|
|
|
|
||||
|
Denominator:
|
|
|
|
|
|
||
|
Weighted average shares outstanding, basic
|
9,592
|
|
|
4,319
|
|
||
|
Conversion of Class B to Class A shares
|
4,319
|
|
|
—
|
|
||
|
Dilutive effect of share-based compensation
|
49
|
|
|
—
|
|
||
|
Weighted average shares outstanding, diluted
|
13,960
|
|
|
4,319
|
|
||
|
|
13 Weeks Ended
|
||||||
|
|
October 28,
2017 |
|
October 29,
2016 |
||||
|
Service cost
|
$
|
65
|
|
|
$
|
139
|
|
|
Interest cost on projected benefit obligations
|
629
|
|
|
604
|
|
||
|
Expected return on plan assets
|
(820
|
)
|
|
(973
|
)
|
||
|
Amortization of net losses
|
142
|
|
|
378
|
|
||
|
Net periodic pension cost
|
$
|
16
|
|
|
$
|
148
|
|
|
|
13 Weeks Ended
|
||||
|
|
October 28, 2017
|
|
October 29, 2016
|
||
|
Sales
|
100.00
|
%
|
|
100.00
|
%
|
|
Cost of sales
|
73.12
|
|
|
73.15
|
|
|
Gross profit
|
26.88
|
|
|
26.85
|
|
|
Operating and administrative expense
|
23.88
|
|
|
23.39
|
|
|
Depreciation and amortization
|
1.61
|
|
|
1.55
|
|
|
Operating income
|
1.39
|
|
|
1.91
|
|
|
Interest expense
|
(0.29
|
)
|
|
(0.29
|
)
|
|
Interest income
|
0.23
|
|
|
0.18
|
|
|
Income before taxes
|
1.33
|
|
|
1.80
|
|
|
Income taxes
|
0.55
|
|
|
0.75
|
|
|
Net income
|
0.78
|
%
|
|
1.05
|
%
|
|
•
|
We expect same store sales to range from a decrease of
2.0%
to flat in fiscal 2018. We expect sales trends to be negatively impacted by several local competitor store openings and continued competitive pressure on retail price inflation.
|
|
•
|
We have budgeted
$50,000
for capital expenditures in fiscal
2018
. Planned expenditures include construction of a new store in the Bronx, New York, a replacement store, two major remodels, several smaller remodels and various technology upgrade projects.
|
|
•
|
The Board’s current intention is to continue to pay quarterly dividends in
2018
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
2018
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.
|
|
•
|
We expect approximately
$100
of net periodic pension costs in fiscal
2018
related to the four Company sponsored defined benefit pension plans. The Company expects to contribute
$3,500
in cash to all defined benefit pension plans in fiscal
2018
.
|
|
•
|
The supermarket business is highly competitive and characterized by narrow profit margins. Results of operations may be materially adversely impacted by competitive pricing and promotional programs, industry consolidation and competitor store openings. Village competes directly with multiple retail formats both in-store and online, including national, regional and local supermarket chains as well as warehouse clubs, supercenters, drug stores, discount general merchandise stores, fast food chains, restaurants, dollar stores and convenience stores. Some of these competitors have greater financial resources, lower merchandise acquisition costs and lower operating expenses than we do.
|
|
•
|
The Company’s stores are concentrated in New Jersey, with two stores in Maryland and one 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 rate fluctuations, movements in energy costs, social programs, minimum wage legislation, unemployment rates and changing demographics may adversely affect our sales and profits.
|
|
•
|
Village purchases substantially all of its merchandise from Wakefern. In addition, Wakefern provides the Company with support services in numerous areas including advertising, liability and property insurance, supplies, certain equipment purchasing, coupon processing, certain financial accounting applications, retail technology support, and other store services. Further, Village receives patronage dividends and other product incentives from Wakefern and also has demand deposits and notes receivable due from Wakefern.
|
|
•
|
Approximately
91%
of our employees are covered by collective bargaining agreements. Any work stoppages could have an adverse impact on our financial results. If we are unable to control health care and pension costs provided for in the collective bargaining agreements, we may experience increased operating costs.
|
|
•
|
The Company could be adversely affected if consumers lose confidence in the safety and quality of the food supply chain. The real or perceived sale of contaminated food products by us could result in a loss of consumer confidence and product liability claims, which could have a material adverse effect on our sales and operations.
|
|
•
|
Certain of the multi-employer plans to which we contribute are underfunded. As a result, we expect that contributions to these plans may increase. Additionally, the benefit levels and related items will be issues in the negotiation of our collective bargaining agreements. Under current law, an employer that withdraws or partially withdraws from a multi-employer pension plan may incur a withdrawal liability to the plan, which represents the portion of the plan’s underfunding that is allocable to the withdrawing employer under very complex actuarial and allocation rules. The failure of a withdrawing employer to fund these obligations can impact remaining employers. The amount of any increase or decrease in our required contributions to these multi-employer pension plans will depend upon the outcome of collective bargaining, actions taken by trustees who manage the plans, government regulations, withdrawals by other participating employers and the actual return on assets held in the plans, among other factors.
|
|
•
|
The Company uses a combination of insurance and self-insurance to provide for potential liability for workers’ compensation, automobile and general liability, property, director and officers’ liability, and certain employee health care benefits. Any projection of losses is subject to a high degree of variability. Changes in legal claims, trends and interpretations, variability in inflation rates, changes in the nature and method of claims settlement, benefit level changes due to changes in applicable laws, and insolvency of insurance carriers could all affect our financial condition, results of operations, or cash flows.
|
|
•
|
Our long-lived assets, primarily store property, equipment and fixtures, are subject to periodic testing for impairment. Failure of our asset groups to achieve sufficient levels of cash flow could result in impairment charges on long-lived assets.
|
|
•
|
Our 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
|
|
July 30, 2017 to August 26, 2017
|
|
5,461
|
|
$23.99
|
|
5,461
|
|
$2,032,268
|
|
August 27, 2017 to September 23, 2017
|
|
1,012
|
|
$23.02
|
|
1,012
|
|
$2,008,972
|
|
September 24, 2017 to October 28, 2017
|
|
—
|
|
$—
|
|
—
|
|
$2,008,972
|
|
Total
|
|
6,473
|
|
$23.83
|
|
6,473
|
|
$2,008,972
|
|
(1)
|
The reported periods conform to our fiscal calendar.
|
|
Item 6.
|
Exhibits
|
|
|
|
|
Exhibit 31.1
|
|
|
|
|
|
Exhibit 31.2
|
|
|
|
|
|
Exhibit 32.1
|
|
|
|
|
|
Exhibit 32.2
|
|
|
|
|
|
Exhibit 99.1
|
|
|
|
|
|
101 INS
|
XBRL Instance
|
|
|
|
|
101 SCH
|
XBRL Schema
|
|
|
|
|
101 CAL
|
XBRL Calculation
|
|
|
|
|
101 DEF
|
XBRL Definition
|
|
|
|
|
101 LAB
|
XBRL Label
|
|
|
|
|
101 PRE
|
XBRL Presentation
|
|
|
Village Super Market, Inc.
|
|
|
Registrant
|
|
|
|
|
Dated: December 5, 2017
|
/s/ James Sumas
|
|
|
James Sumas
|
|
|
(Chief Executive Officer)
|
|
|
|
|
Dated: December 5, 2017
|
/s/ John Van Orden
|
|
|
John Van Orden
|
|
|
(Chief Financial Officer)
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | 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 |
|---|