VILLAGE SUPER MARKET INC
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
10-Q
(Mark One)
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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
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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.
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(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation or organization) | (I. R. S. Employer Identification No.) | |||||||
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| (Address of principal executive offices) (Zip Code) | ||||||||
| Registrant's telephone number, including area code: |
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| Securities registered pursuant to Section 12(b) of the Act: | ||||||||
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| (Title of Class) | (Trading Symbol) | (Name of exchange on which registered) | ||||||
| Securities registered pursuant to Section 12(g) of the Act: None | ||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
☒
No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes
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No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12-b2 of the Exchange Act.
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Large accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Emerging growth company
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| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ | ||||||||
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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
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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: | ||||||||
| December 4, 2025 | ||||||||
| Class A Common Stock, No Par Value |
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| Class B Common Stock, No Par Value |
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VILLAGE SUPER MARKET, INC
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INDEX
| PART I | PAGE NO. | ||||
| FINANCIAL INFORMATION | |||||
| Item 1. Financial Statements (Unaudited) | |||||
| Consolidated Balance Sheets | |||||
| Consolidated Statements of Operations | |||||
| Consolidated Statements of Comprehensive Income | |||||
| Consolidated Statements of Shareholders' Equity | |||||
| Consolidated Statements of Cash Flows | |||||
| Notes to Consolidated Financial Statements | |||||
| Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | |||||
| Item 3. Quantitative & Qualitative Disclosures about Market Risk | |||||
| Item 4. Controls and Procedures | |||||
| PART II | |||||
| OTHER INFORMATION | |||||
| Item 1. Legal Proceedings | |||||
| Item 1A. Risk Factors | |||||
| Item 5. Other Information | |||||
| Item 6. Exhibits | |||||
| Signatures | |||||
2
PART I - FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS
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VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands) (Unaudited)
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October 25,
2025 |
July 26,
2025 |
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| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ |
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$ |
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| Merchandise inventories |
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| Patronage dividend receivable |
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| Income taxes receivable |
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| Other current assets |
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| Assets held for sale |
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| Total current assets |
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| Property, equipment and fixtures, net |
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| Operating lease assets |
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| Notes receivable from Wakefern |
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| Investment in Wakefern |
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| Investments in Real Estate Partnerships |
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| Goodwill |
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| Other assets |
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| Total assets | $ |
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$ |
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| LIABILITIES | |||||||||||
| Current liabilities | |||||||||||
| Operating lease obligations | $ |
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$ |
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| Finance lease obligations |
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| Notes payable to Wakefern |
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| Current portion of debt |
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| Accounts payable to Wakefern |
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| Accounts payable and accrued expenses |
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| Accrued wages and benefits |
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| Income taxes payable |
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| Total current liabilities |
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| Long-term debt | |||||||||||
| Operating lease obligations |
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| Finance lease obligations |
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| Notes payable to Wakefern |
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| Long-term debt |
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| Total long-term debt |
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| Pension liabilities |
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| Other liabilities |
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Commitments and contingencies (Note 5)
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| SHAREHOLDERS' EQUITY | |||||||||||
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Preferred stock, no par value: Authorized
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Class A common stock, no par value: Authorized
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Class B common stock, no par value: Authorized
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| Retained earnings |
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| Accumulated other comprehensive income |
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Less treasury stock, Class A, at cost:
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(
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(
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| Total shareholders’ equity |
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| Total liabilities and shareholders’ equity | $ |
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$ |
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See notes to consolidated financial statements.
3
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VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts) (Unaudited)
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| 13 Weeks Ended | |||||||||||
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October 25,
2025 |
October 26,
2024 |
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| Sales | $ |
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$ |
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| Cost of sales |
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| Gross profit |
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| Operating and administrative expense |
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| Depreciation and amortization |
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| Operating income |
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| Interest expense |
(
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(
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| Interest income |
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| Income before income taxes |
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| Income taxes |
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| Net income | $ |
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$ |
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Net income per share:
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| Class A common stock: | |||||||||||
| Basic | $ |
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$ |
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| Diluted | $ |
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$ |
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| Class B common stock: | |||||||||||
| Basic | $ |
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$ |
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| Diluted | $ |
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$ |
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See notes to consolidated financial statements.
4
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VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands) (Unaudited)
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| 13 Weeks Ended | |||||||||||
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October 25,
2025 |
October 26,
2024 |
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| Net income | $ |
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$ |
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| Other comprehensive income: | |||||||||||
| Unrealized losses on interest rate swaps, net of tax (1) |
(
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(
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| Amortization of pension actuarial gain, net of tax (2) |
(
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(
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| Pension settlement loss, net of tax (3) |
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| Comprehensive income | $ |
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$ |
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(1)
Amount is net of tax of $
294
and $
178
for the 13 weeks ended October 25, 2025 and October 26, 2024, respectively.
(2)
Amount is net of tax of $
12
and $
31
for the 13 weeks ended October 25, 2025 and October 26, 2024, respectively. All amounts are reclassified from accumulated other comprehensive income to operating and administrative expense.
(3)
Amount is net of tax of $
93
for the 13 weeks ended October 25, 2025. All amounts are reclassified from accumulated other comprehensive income to operating and administrative expense.
See notes to consolidated financial statements.
5
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VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (In thousands) (Unaudited) |
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13 Weeks Ended October 25, 2025 and October 26, 2024
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Class A
Common Stock |
Class B
Common Stock |
Accumulated
Other Comprehensive Income (Loss) |
Treasury Stock
Class A |
Total
Shareholders' Equity |
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| Shares Issued | Amount | Shares Issued | Amount | Retained Earnings | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||
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Balance, July 26, 2025
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$ |
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$ |
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$ |
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$ |
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$ |
(
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$ |
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| Net income | — | — | — | — |
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— | — | — |
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Other comprehensive loss, net of tax of $
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— | — | — | — | — |
(
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— | — |
(
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| Dividends | — | — | — | — |
(
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— | — | — |
(
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| Restricted shares forfeited |
(
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(
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— | — | — | — | — | — |
(
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| Share-based compensation expense |
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— | — | — | — | — | — |
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Balance, October 25, 2025
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$ |
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$ |
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$ |
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$ |
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$ |
(
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$ |
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Balance, July 27, 2024
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$ |
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$ |
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$ |
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$ |
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$ |
(
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$ |
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| Net income | — | — | — | — |
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— | — | — |
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Other comprehensive loss, net of tax of $
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— | — | — | — | — |
(
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— | — |
(
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| Dividends | — | — | — | — |
(
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— | — | — |
(
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| Exercise of stock options | — |
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— | — | — | — |
(
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| Restricted shares forfeited |
(
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(
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— | — | — | — | — | — |
(
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| Share-based compensation expense | — |
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— | — | — | — | — | — |
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| Conversion of Class B shares to Class A shares |
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(
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(
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— | — | — | — |
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Balance, October 26, 2024
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$ |
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$ |
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$ |
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$ |
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$ |
(
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$ |
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See notes to consolidated financial statements.
6
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VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) (Unaudited)
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| 13 Weeks Ended | |||||||||||
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October 25,
2025 |
October 26,
2024 |
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| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||
| Net income | $ |
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$ |
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| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization |
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| Non-cash share-based compensation |
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| Deferred taxes |
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(
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| Provision to value inventories at LIFO |
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| Gain on sale of property, equipment and fixtures |
(
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| Changes in assets and liabilities: | |||||||||||
| Merchandise inventories |
(
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(
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| Patronage dividend receivable |
(
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(
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| Accounts payable to Wakefern |
(
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| Accounts payable and accrued expenses |
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| Accrued wages and benefits |
(
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(
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| Income taxes receivable / payable |
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| Other assets and liabilities |
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(
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| Net cash provided by operating activities |
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| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||
| Capital expenditures |
(
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(
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| Proceeds from the sale of assets |
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| Investment in notes receivable from Wakefern |
(
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(
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| Investment in real estate partnership |
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(
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| Net cash used in investing activities |
(
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(
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| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||
| Proceeds from exercise of stock options |
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| Principal payments of long-term debt |
(
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(
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| Dividends |
(
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(
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| Net cash used in financing activities |
(
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(
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| NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS |
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(
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| CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD |
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| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ |
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$ |
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| SUPPLEMENTAL DISCLOSURES OF CASH PAYMENTS MADE FOR: | |||||||||||
| Interest | $ |
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$ |
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| Income taxes | $ |
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$ |
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| NONCASH SUPPLEMENTAL DISCLOSURES: | |||||||||||
| Capital expenditures included in accounts payable and accrued expenses | $ |
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$ |
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| Lease obligations obtained in exchange for right-of-use assets | $ |
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$ |
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See notes to consolidated financial statements.
7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands) (Unaudited)
1.
BASIS OF PRESENTATION and ACCOUNTING POLICIES
In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal and recurring accruals) necessary to present fairly the consolidated financial position as of October 25, 2025 and the consolidated statements of operations, comprehensive income and cash flows for the 13 weeks ended October 25, 2025 and October 26, 2024 of Village Super Market, Inc. (“Village” or the “Company”).
The significant accounting policies followed by the Company are set forth in Note 1 to the Company's consolidated financial statements in the July 26, 2025 Village Super Market, Inc. Annual Report on Form 10-K, which should be read in conjunction with these financial statements. The results of operations for the period ended October 25, 2025 are not necessarily indicative of the results to be expected for the full year.
Disaggregated Revenues
The following table presents the Company's sales by product categories during each of the periods indicated:
| 13 Weeks Ended | |||||||||||||||||||||||
| October 25, 2025 | October 26, 2024 (4) | ||||||||||||||||||||||
| Amount | % | Amount | % | ||||||||||||||||||||
| Center Store (1) | $ |
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% | $ |
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% | |||||||||||||||
| Fresh (2) |
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| Pharmacy |
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| Other (3) |
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| Total Sales | $ |
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% | $ |
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% | |||||||||||||||
(1)
Consists primarily of grocery, dairy, frozen, health and beauty care, general merchandise and liquor.
(2)
Consists primarily of produce, meat, deli, seafood, bakery, prepared foods and floral.
(3)
Consists primarily of sales related to other income streams, including service fees related to digital sales, wholesale sales and gift card, lottery and other 3rd party commissions.
(4)
Fiscal 2025 revenues by category have been reclassified to conform to the Fiscal 2026 current presentation by product category.
2.
MERCHANDISE INVENTORIES
At October 25, 2025 and July 26, 2025, approximately
64
% of merchandise inventories are valued by the LIFO method while the balance is valued by FIFO. If the FIFO method had been used for the entire inventory, inventories would have been $
22,624
and $
22,382
higher than reported at October 25, 2025 and July 26, 2025, respectively.
3.
NET INCOME PER SHARE
The Company has
two
classes of common stock. Class A common stock is entitled to cash dividends as declared
54
% greater than those paid on Class B common stock. Shares of Class B common stock are convertible on a share-for-share basis for Class A common stock at any time.
8
The Company utilizes the two-class method of computing and presenting net income per share. The two-class method is an earnings allocation formula that calculates basic and diluted net income per share for each class of common stock separately based on dividends declared and participation rights in undistributed earnings. Under the two-class method, Class A common stock is assumed to receive a
54
% greater participation in undistributed earnings than Class B common stock, in accordance with the classes' respective dividend rights. Unvested share-based payment awards that contain nonforfeitable rights to dividends are treated as participating securities and therefore included in computing net income per share using the two-class method.
Diluted net income per share for Class A common stock is calculated utilizing the if-converted method, which assumes the conversion of all shares of Class B common stock to Class A common stock on a share-for-share basis, as this method is more dilutive than the two-class method. Diluted net income per share for Class B common stock does not assume conversion of Class B common stock to shares of Class A common stock.
The table below reconciles Net income to Net income available to Class A and Class B shareholders:
| 13 Weeks Ended | |||||||||||
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October 25,
2025 |
October 26,
2024 |
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| Net income | $ |
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$ |
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Distributed and allocated undistributed Net income to unvested restricted shareholders
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| Net income available to Class A and Class B shareholders | $ |
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$ |
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The tables below reconcile the numerators and denominators of basic and diluted Net income per share for all periods presented.
| 13 Weeks Ended | |||||||||||
| October 25, 2025 | |||||||||||
| Class A | Class B | ||||||||||
| Numerator: | |||||||||||
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Net income allocated, basic
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$ |
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$ |
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| Conversion of Class B to Class A shares |
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Net income allocated, diluted
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$ |
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$ |
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| Denominator: | |||||||||||
| Weighted average shares outstanding, basic |
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| Conversion of Class B to Class A shares |
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| Weighted average shares outstanding, diluted |
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| 13 Weeks Ended | |||||||||||
| October 26, 2024 | |||||||||||
| Class A | Class B | ||||||||||
| Numerator: | |||||||||||
| Net income allocated, basic | $ |
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$ |
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| Conversion of Class B to Class A shares |
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| Net income allocated, diluted | $ |
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$ |
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| Denominator: | |||||||||||
| Weighted average shares outstanding, basic |
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| Conversion of Class B to Class A shares |
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| Weighted average shares outstanding, diluted |
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9
Non-vested restricted Class A shares of
427
and
452
, which are considered participating securities, and their allocated net income were excluded from the diluted net income per share calculation at October 25, 2025 and October 26, 2024, respectively, due to their anti-dilutive effect.
4.
RELATED PARTY INFORMATION
A description of the Company’s transactions with Wakefern, its principal supplier, and with other related parties is included in the Company’s Annual Report on Form 10-K for the year ended July 26, 2025.
At October 25, 2025, the Company held variable rate notes receivable due from Wakefern of $
37,370
that earn interest at the prime rate plus
.50
% and mature on August 15, 2027, $
38,576
that earn interest at the prime rate plus
.50
% and mature on September 28, 2027 and $
37,369
that earn interest at the SOFR plus
2.25
% and mature on February 15, 2029.
Wakefern has the right to prepay these notes at any time. Under certain conditions, the Company can require Wakefern to prepay the notes, although interest earned since inception would be reduced as if it was earned based on overnight money market rates as paid by Wakefern on demand deposits.
Included in cash and cash equivalents at October 25, 2025 and July 26, 2025 are $
99,723
and $
92,003
, respectively, of demand deposits invested at Wakefern at overnight money market rates.
5.
COMMITMENTS and CONTINGENCIES
On May 2, 2025, the Company filed a Verified Complaint for Declaratory and Injunctive Relief (the “Complaint”) in a matter captioned
Village Super Market, Inc., et al. v. Wakefern Food Corp., et al
. in the Superior Court of New Jersey, Chancery Division, Middlesex County (the “Chancery Court”). The Company sought to enjoin the acquisition by Wakefern Food Corp. (“Wakefern”) of Morton Williams Supermarkets (the “Acquisition”) on the basis that the acquisition violates Wakefern’s governing documents, which it believes prohibits Wakefern from acquiring and operating a retail chain that competes directly with its members. It also challenged certain actions and inactions by Wakefern in connection with the Acquisition. Subsequently, the Company filed an amended complaint in the Chancery Court on September 19, 2025 (the “Amended Complaint”) to include additional claims concerning Wakefern’s actions against the Company that occurred in August 2025. The Acquisition closed on or about October 1, 2025.
The Company is in the process of evaluating its options for alternative relief with respect to Wakefern and the Acquisition. Wakefern and the other defendants have filed a motion to dismiss the Amended Complaint, which motion is pending. Notwithstanding the above, the Amended Complaint is pending resolution on the merits. In addition, there is currently a dispute that arose in August 2025 between the Company and Wakefern related to certain trademark and other agreements between the parties, which dispute has delayed and may further delay the approval of new stores that the Company has planned. To date, this dispute has not significantly impacted its operations or financial performance or significantly delayed the opening of any new stores. However, Wakefern has indicated that it could take additional actions against the Company if the matter in controversy is not resolved. At this time, the Company is unable to determine the probability of the outcome of these matters, or the range of reasonably possible loss, if any.
10
6.
DEBT
Long-term debt consists of:
|
October 25,
2025 |
July 26,
2025 |
|||||||||||||
| Secured term loans | $ |
|
$ |
|
||||||||||
| Unsecured term loan |
|
|
||||||||||||
| Total debt, excluding obligations under leases |
|
|
||||||||||||
| Less current portion |
|
|
||||||||||||
| Total long-term debt, excluding obligations under leases | $ |
|
$ |
|
||||||||||
Credit Facility
The Company has a credit facility (the “Credit Facility”) with Wells Fargo National Bank, National Association (“Wells Fargo”). The principal purpose of the Credit Facility is to finance general corporate and working capital requirements, Village’s fiscal 2020 acquisition of certain Fairway assets and certain capital expenditures. Among other things, the Credit Facility provides for:
•
An unsecured revolving line of credit providing a maximum amount available for borrowing of $
75,000
. Indebtedness under this agreement bears interest at the applicable Secured Overnight Financing Rate ("SOFR") plus
1.25
% and expires on April 30, 2030.
•
An unsecured $
25,500
term loan issued on May 12, 2020, repayable in equal monthly installments based on a
seven-year
amortization schedule through May 4, 2027 and bearing interest at the applicable SOFR plus
1.46
%. An interest rate swap with notional amounts equal to the term loan fixes the base SOFR at
.26
% per annum through May 4, 2027, resulting in a fixed effective interest rate of
1.72
% on the term loan.
•
A secured $
50,000
term loan issued on September 1, 2020 repayable in equal monthly installments based on a
fifteen-year
amortization schedule through September 1, 2035 and bearing interest at the applicable SOFR plus
1.61
%. An interest rate swap with notional amounts equal to the term loan fixes the base SOFR at
.57
% per annum through September 1, 2035, resulting in a fixed effective interest rate of
2.18
% on the term loan. The term loan is secured by real properties of Village Super Market, Inc. and its subsidiaries, including the sites of
three
Village stores.
•
A secured $
7,350
term loan issued on January 28, 2022 repayable in equal monthly installments based on a
fifteen-year
amortization schedule through January 28, 2037 and bearing interest at the applicable SOFR plus
1.50
%. An interest rate swap with notional amounts equal to the term loan fixes the base SOFR at
1.41
% per annum through January 28, 2037, resulting in a fixed effective interest rate of
2.91
% on the term loan. The term loan is secured by the Galloway store shopping center.
•
An unsecured $
10,000
term loan issued on September 1, 2022 repayable in equal monthly installments based on a
seven-year
amortization schedule through September 4, 2029 and bearing interest at the applicable SOFR plus
1.35
%. An interest rate swap for a notional amount equal to the term loan fixes the base SOFR at
2.95
% per annum through September 4, 2029, resulting in a fixed effective interest rate of
4.30
% on the term loan. This loan qualified for an interest rate subsidy program with Wakefern on financing related to certain capital expenditure projects. Net of the subsidy, the Company will pay interest at a fixed effective rate of
2.30
%.
•
A secured $
7,125
term loan issued on January 27, 2023 repayable in equal monthly installments based on a
fifteen-year
amortization schedule through January 27, 2038 and bearing interest at the applicable SOFR plus
1.75
%. An interest rate swap for a notional amount equal to the term loan fixes the base SOFR at
3.59
% per annum through January 27, 2038, resulting in a fixed effective interest rate of
5.34
% on the term loan. The term loan is secured by the Vineland store shopping center.
The Credit Facility also provides for up to $
25,000
of letters of credit ($
9,021
outstanding at October 25, 2025), which secure obligations for store leases and construction performance guarantees to municipalities. The Credit Facility contains covenants that, among other conditions, require a minimum tangible net worth, a minimum fixed charge coverage ratio and a
11
maximum adjusted debt to EBITDAR ratio. The Company was in compliance with all covenants of the credit agreement at October 25, 2025. As of October 25, 2025, $
65,979
remained available under the unsecured revolving line of credit.
New Markets Tax Credit Financing
On December 29, 2017, the Company entered into a financing transaction with Wells Fargo Community Investment Holdings, LLC (“Wells Fargo”) under a qualified New Markets Tax Credit (“NMTC”) program related to the construction of a new store in the Bronx, New York. The NMTC program was provided for in the Community Renewal Tax Relief Act of 2000 (the “Act”) and is intended to induce capital investment in qualified lower income communities. The Act permits taxpayers to claim credits against their Federal income taxes for up to 39% of qualified investments in the equity of community development entities (“CDEs”). CDEs are privately managed investment institutions that are certified to make qualified low-income community investments.
In connection with the financing, the Company loaned $
4,835
to VSM Investment Fund, LLC (the "Investment Fund") at an interest rate of
1.403
% per year and with a maturity date of December 31, 2044. Wells Fargo contributed $
2,375
to the Investment Fund and, by virtue of such contribution, is entitled to substantially all of the tax benefits derived from the NMTC. The Investment Fund is a wholly owned subsidiary of Wells Fargo. The loan to the Investment Fund was recorded in Other assets in the consolidated balance sheets.
The Investment Fund then contributed the proceeds to a CDE, which, in turn, loaned combined funds of $
6,563
, net of debt issuance costs, to Village Super Market of NY, LLC, a wholly-owned subsidiary of the Company, at an interest rate of
1.000
% per year with a maturity date of December 31, 2051. The proceeds of the loans from the CDE were used to partially fund the construction of the Bronx store. The Notes payable related to New Markets Tax Credit, net of debt issuance costs, were recorded in long-term debt in the consolidated balance sheets.
7.
DERIVATIVES AND HEDGING ACTIVITIES
The Company is exposed to interest rate risk arising from fluctuations in SOFR related to the Company’s Credit Facility. The Company manages exposure to this risk and the variability of related cash flows primarily by the use of derivative financial instruments, specifically, interest rate swaps.
The Company’s objectives in using interest rate swaps are to add stability to interest expense and to manage its exposure to interest rate movements. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
As of October 25, 2025, the Company had
five
interest rate swaps with an aggregate initial notional value of $
99,975
to hedge the variable cash flows associated with variable-rate loans under the Company's Credit Facility. The interest rate swaps were executed for risk management and are not held for trading purposes. The objective of the interest rate swaps is to hedge the variability of cash flows resulting from fluctuations in the reference rate. The swaps replaced the applicable reference rate with fixed interest rates and payments are settled monthly when payments are made on the variable-rate loans. The Company's derivatives qualify and have been designated as cash flow hedges of interest rate risk. The gain or loss on the derivative is recorded in Accumulated other comprehensive income and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. Amounts reported in Accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the variable-rate loans. The Company reclassified $
454
and $
695
during the 13 weeks ended October 25, 2025 and October 26, 2024, respectively, from Accumulated other comprehensive income to Interest expense.
12
8.
SEGMENT REPORTING
The Company operates a chain of supermarkets in New Jersey, New York, Maryland and Pennsylvania. The Company consists of
one
operating segment, the retail sale of food and nonfood products. The Company's supermarkets offer similar products to a similar base of customers. Processes for purchasing and distribution, and the regulatory environments they operate in, are all similar and predominantly centralized. The Company does not have any customer representing more than 10% of total revenues.
The Company’s Chief Executive Officer and President, together as a group, are the chief operating decision maker ("CODM"). The CODM assesses performance and allocates resources using income before income taxes and net income. The CODM also uses these measures to evaluate and make decisions on budgets, opening, closing, remodeling or replacing stores, negotiations, marketing decisions, and acquisitions. The CODM is provided asset information on a consolidated basis as is reported on the consolidated balance sheets.
The following table summarizes sales, significant expenses, income before income taxes and net income on the Company’s single reportable segment:
| 13 Weeks Ended | |||||||||||
|
October 25,
2025 |
October 26,
2024 |
||||||||||
| Sales: | |||||||||||
| Net Merchandise Sales | $ |
|
$ |
|
|||||||
| Other Sales (1) |
|
|
|||||||||
| Total Sales | $ |
|
$ |
|
|||||||
| Less: | |||||||||||
| Cost of sales |
|
|
|||||||||
| Store labor |
|
|
|||||||||
| Other operating and administrative expense (2) |
|
|
|||||||||
| Depreciation and amortization |
|
|
|||||||||
| Interest expense |
|
|
|||||||||
| Interest income |
(
|
(
|
|||||||||
| Income before income taxes |
|
|
|||||||||
| Income taxes |
|
|
|||||||||
| Net income | $ |
|
$ |
|
|||||||
| Capital expenditures and payments for other long-lived asset | $ |
|
$ |
|
|||||||
(1) See Note 1 for a description of Other sales.
13
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Thousands)
OVERVIEW
Village Super Market, Inc. (the “Company” or “Village”) was founded in 1937. Village operates a chain of 34 supermarkets in New Jersey (26), New York (6), Maryland (1) and Pennsylvania (1) under the ShopRite and Fairway banners and three Gourmet Garage specialty markets in New York City. Village is the second largest member of Wakefern Food Corporation (“Wakefern”), the nation’s largest retailer-owned food cooperative and owner of the ShopRite, Fairway and Gourmet Garage names. As further described in the Company’s Form 10-K, this ownership interest in Wakefern provides Village with many of the economies of scale in purchasing, distribution, advanced retail technology, marketing and advertising associated with chains of greater size and geographic coverage.
The supermarket industry is highly competitive and characterized by narrow profit margins. The Company 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. The Company competes by providing a superior customer service experience, competitive pricing and a broad range of consistently available quality products. The ShopRite Price Plus and Fairway Insider customer loyalty programs enable Village to offer continuity programs, focus on target marketing initiatives and to offer discounts and attach digital coupons directly to a customer's loyalty card.
Online grocery ordering for in-store pick up or home delivery is available in all of our ShopRite stores through either shoprite.com, the ShopRite app or through third party service providers. Additionally, the ShopRite Order Express app enables customers to pre-order deli, catering, specialty occasion cakes and other items. Online ordering for home delivery is available in all Fairway stores through fairwaymarket.com, the Fairway app or through third party service providers. Online ordering for home delivery is available in all Gourmet Garage stores through gourmetgarage.com, the Gourmet Garage app or through third party service providers.
To promote production efficiency, product quality and consistency, the Company operates a centralized commissary supplying certain products in deli, bakery, prepared foods and other perishable product categories to all stores.
The Company’s stores, nine of which are owned, average 57,000 total square feet. These larger store sizes enable the Company to offer a wide variety of national branded and locally sourced food products, including grocery, meat, produce, dairy, deli, seafood, prepared foods, bakery and frozen foods as well as non-food product offerings, including health and beauty care, general merchandise, liquor and 21 in-store pharmacies. Most product departments include high-quality, competitively priced own-brand offerings under the Wholesome Pantry, Bowl & Basket, Paperbird, Fairway and Gourmet Garage brands. Our Fairway Markets offer a one-stop destination shopping experience with an emphasis on fresh, unique, and high quality offerings paired with an expansive variety of natural, organic, specialty and gourmet products. Our Gourmet Garage specialty markets offer organic produce, signature soups and prepared foods, high-quality meat and seafood, charcuterie and gourmet cheeses, artisan baked bread and pastries, chef-prepared meals to go and pantry staples.
The Company has an ongoing program to evaluate, upgrade and expand its supermarket chain. This program has included store remodels as well as the opening or acquisition of additional stores. When remodeling, Village has sought, whenever possible, to increase the amount of selling space in its stores.
On April 9, 2025, we opened a 72,000 sq. ft. replacement ShopRite store in Watchung, NJ, that replaced an existing 44,000 sq. ft. store.
We consider a variety of indicators to evaluate our performance, such as same store sales; percentage of total sales by department (mix); shrink; departmental gross profit percentage; sales per labor hour; units per labor hour; and hourly labor rates.
NON-GAAP MEASURES
The accompanying Consolidated Financial Statements, including the related notes, are presented in accordance with generally accepted accounting principles ("GAAP"). We provide non-GAAP measures, including Adjusted net income and Adjusted operating and administrative expenses as management believes these supplemental measures are useful to investors and analysts. These non-GAAP financial measures should not be reviewed in isolation or considered as a substitute for our financial results as reported in accordance with GAAP, nor as an alternative to net income, operating and administrative expense or any other GAAP measure of performance. Adjusted net income and Adjusted operating and administrative expense are useful to investors because they provide supplemental measures that exclude the financial impact of certain items that affect period-to-period comparability. Management and the Board of Directors use these measures as they provide greater
14
transparency in assessing ongoing operating performance on a period-to-period basis. Other companies may have different definitions of Non-GAAP Measures and provide for different adjustments, and comparability to the Company's results of operations may be impacted by such differences. The Company's presentation of Non-GAAP Measures should not be construed as an implication that its future results will be unaffected by unusual or non-recurring items.
The following tables reconciles Net income to Adjusted net income and Operating and administrative expenses to Adjusted operating and administrative expenses:
| 13 Weeks Ended | |||||||||||
|
October 25,
2025 |
October 26,
2024 |
||||||||||
| Net Income | $ | 12,002 | $ | 12,803 | |||||||
| Adjustments to Operating and Administrative Expenses: | |||||||||||
| Store pre-opening costs (1) | $ | 383 | $ | — | |||||||
| Pension settlement charge (2) | 338 | — | |||||||||
| Adjustments to Income Taxes: | |||||||||||
| Tax impact of special items | $ | (227) | $ | — | |||||||
| Adjusted net income | $ | 12,496 | $ | 12,803 | |||||||
| Operating and administrative expenses | $ | 141,445 | $ | 137,519 | |||||||
| Adjustments to operating and administrative expenses | (721) | — | |||||||||
| Adjusted operating and administrative expenses | 140,724 | 137,519 | |||||||||
| Adjusted operating and administrative expenses as a % of sales | 24.15 | % | 24.66 | % | |||||||
(1) Fiscal 2026 pre-opening costs are associated with opening of the East Orange, NJ ShopRite replacement store that is expected to open in the second half of fiscal 2026.
(2) Fiscal 2026 pension settlement charges relate to the termination of a company-sponsored plan.
15
RESULTS OF OPERATIONS
The following table sets forth the major components of the Consolidated Statements of Operations as a percentage of sales:
| 13 Weeks Ended | |||||||||||
| October 25, 2025 | October 26, 2024 | ||||||||||
| Sales | 100.00 | % | 100.00 | % | |||||||
| Cost of sales | 71.69 | 70.97 | |||||||||
| Gross profit | 28.31 | 29.03 | |||||||||
| Operating and administrative expense | 24.28 | 24.66 | |||||||||
| Depreciation and amortization | 1.44 | 1.50 | |||||||||
| Operating income | 2.59 | 2.87 | |||||||||
| Interest expense | (0.15) | (0.18) | |||||||||
| Interest income | 0.56 | 0.65 | |||||||||
| Income before income taxes | 3.00 | 3.34 | |||||||||
| Income taxes | 0.94 | 1.04 | |||||||||
| Net income | 2.06 | % | 2.30 | % | |||||||
Sales
. Sales were $582,593 in the 13 weeks ended October 25, 2025, an increase of 4.5% compared to the 13 weeks ended October 26, 2024. Sales increased due to an increase in same store sales of 2.5%, and the opening of the Watchung, NJ replacement store on April 9, 2025. Same store sales increased due primarily to digital sales growth, continued growth in recently replaced or remodeled stores and higher fresh and pharmacy sales. These increases were partially offset by cannibalization of existing stores from the Watchung replacement store opening and recent competitive store openings. New stores, replacement stores and stores with banner changes are included in same store sales in the quarter after the store has been in operation for four full quarters. Store renovations and expansions are included in same store sales immediately.
Gross Profit
. Gross profit as a percentage of sales decreased .72% in the 13 weeks ended October 25, 2025 compared to the 13 weeks ended October 26, 2024 due primarily to lower patronage dividends and other rebates received from Wakefern (.28%), decreased departmental gross margin percentages (.27%), an unfavorable change in product mix (.10%) and increased promotional spending (.06%).
Operating and Administrative Expense.
Operating and administrative expense as a percentage of sales decreased .38% in the 13 weeks ended October 25, 2025 compared to the 13 weeks ended October 26, 2024. Adjusted operating and administrative expenses decreased .51% in the 13 weeks ended October 25, 2025 compared to the 13 weeks ended October 26, 2024. The decrease in Adjusted operating and administrative expenses is due primarily to lower employee costs (.34%), short-term rental income (.24%), reduced supply spending (.05%) and lower advertising costs (.05%) partially offset by external service, technology, legal and other professional fees (.12%) and increased repair and maintenance costs (.09%).
Depreciation and Amortization
. Depreciation and amortization expense increased in the 13 weeks ended October 25, 2025 compared to the 13 weeks ended October 26, 2024, respectively, due primarily to capital expenditures.
Interest Expense
. Interest expense decreased in the 13 weeks ended October 25, 2025 compared to the 13 weeks ended October 26, 2024, respectively, due primarily to lower average outstanding debt balances.
Interest Income
. Interest income decreased in the 13 weeks ended October 25, 2025 compared to the 13 weeks ended October 26, 2024, respectively, due primarily to lower interest rates on variable rate notes receivable from Wakefern and demand deposits invested at Wakefern.
16
Income Taxes.
The effective income tax rate was 31.4% in the 13 weeks ended October 25, 2025 compared to 31.2% in the 13 weeks ended October 26, 2024.
Net Income
. Net income was $12,002 in the 13 weeks ended October 25, 2025 compared to $12,803 in the 13 weeks ended October 26, 2024. Adjusted net income was $12,496 in the 13 weeks ended October 25, 2025, a decrease of 2% compared to $12,803 in the 13 weeks ended October 26, 2024.
CRITICAL ACCOUNTING POLICIES
Critical accounting policies are those accounting policies that management believes are important to the portrayal of the Company’s financial condition and results of operations. These policies require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. The Company’s critical accounting policies relating to the impairment of long-lived assets, goodwill and indefinite-lived intangible assets and accounting for patronage dividends earned as a stockholder of Wakefern, are described in the Company’s Annual Report on Form 10-K for the year ended July 26, 2025.
A
s of October 25, 2025, there have been no changes to the critical accounting policies contained therein.
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $19,656 in the 13 weeks ended October 25, 2025 compared to $20,175 in the corresponding period of the prior year. The change in cash flows from operating activities in fiscal 2026 was primarily due to an decrease in net income and changes in working capital. Working capital changes, including Other assets and liabilities, decreased cash flows from operating activities by $2,693 in fiscal 2026 compared to a decrease of $2,522 in fiscal 2025. The change in impact of working capital is due primarily to a larger increase in merchandise inventories in the 13 weeks ended October 25, 2025 compared to the 13 weeks ended October 26, 2024.
During the 13 weeks ended October 25, 2025, Village used cash to fund capital expenditures of $8,946, dividends of $3,326, principal payments of long-term debt of $2,778 and additional net investments of $2,110 in notes receivable from Wakefern. Village received $4,494 in proceeds from the sales of real estate assets related to the closed automated micro-fulfillment center in south NJ. Capital expenditures primarily include costs associated with construction of a replacement store in East Orange, NJ, several smaller remodels and merchandising initiatives, and various technology, equipment and facility upgrades.
We have budgeted $75,000 for capital expenditures in fiscal 2026. Planned expenditures include costs for construction of a replacement store in East Orange, NJ expected to open in fiscal 2026, construction of a replacement store expected to open in fiscal 2027, several smaller store remodels and merchandising initiatives and various technology, equipment and facility upgrades. The Company’s primary sources of liquidity in fiscal 2026 are expected to be cash and cash equivalents on hand at October 25, 2025 and operating cash flow generated in fiscal 2026.
At October 25, 2025, the Company held variable rate notes receivable due from Wakefern of $37,370 that earn interest at the prime rate plus .50% and mature on August 15, 2027, $38,576 that earn interest at the prime rate plus .50% and mature on September 28, 2027, and $37,369 that earn interest at the SOFR plus 2.25% and mature on February 15, 2029.
Wakefern has the right to prepay these notes at any time. Under certain conditions, the Company can require Wakefern to prepay the notes, although interest earned since inception would be reduced as if it was earned based on overnight money market rates as paid by Wakefern on demand deposits.
Working capital was $31,520 at October 25, 2025 compared to $23,840 at July 26, 2025. Working capital ratios at the same dates were 1.17 and 1.13 to one, respectively. The Company’s working capital needs are reduced, since inventories are generally sold by the time payments to Wakefern and other suppliers are due.
17
Credit Facility
The Company has a credit facility (the “Credit Facility”) with Wells Fargo National Bank, National Association (“Wells Fargo”). The principal purpose of the Credit Facility is to finance general corporate and working capital requirements, Village’s fiscal 2020 acquisition of certain Fairway assets and certain capital expenditures. Among other things, the Credit Facility provides for:
•
An unsecured revolving line of credit providing a maximum amount available for borrowing of $75,000. Indebtedness under this agreement bears interest at the applicable Secured Overnight Financing Rate ("SOFR") plus 1.25% and expires on April 30, 2030.
•
An unsecured $25,500 term loan issued on May 12, 2020, repayable in equal monthly installments based on a seven-year amortization schedule through May 4, 2027 and bearing interest at the applicable SOFR plus 1.46%. An interest rate swap with notional amounts equal to the term loan fixes the base SOFR at .26% per annum through May 4, 2027, resulting in a fixed effective interest rate of 1.72% on the term loan.
•
A secured $50,000 term loan issued on September 1, 2020 repayable in equal monthly installments based on a fifteen-year amortization schedule through September 1, 2035 and bearing interest at the applicable SOFR plus 1.61%. An interest rate swap with notional amounts equal to the term loan fixes the base SOFR at .57% per annum through September 1, 2035, resulting in a fixed effective interest rate of 2.18% on the term loan. The term loan is secured by real properties of Village Super Market, Inc. and its subsidiaries, including the sites of three Village stores.
•
A secured $7,350 term loan issued on January 28, 2022 repayable in equal monthly installments based on a fifteen-year amortization schedule through January 28, 2037 and bearing interest at the applicable SOFR plus 1.50%. An interest rate swap with notional amounts equal to the term loan fixes the base SOFR at 1.41% per annum through January 28, 2037, resulting in a fixed effective interest rate of 2.91% on the term loan. The term loan is secured by the Galloway store shopping center.
•
An unsecured $10,000 term loan issued on September 1, 2022 repayable in equal monthly installments based on a seven-year amortization schedule through September 4, 2029 and bearing interest at the applicable SOFR plus 1.35%. An interest rate swap for a notional amount equal to the term loan fixes the base SOFR at 2.95% per annum through September 4, 2029, resulting in a fixed effective interest rate of 4.30% on the term loan. This loan qualified for an interest rate subsidy program with Wakefern on financing related to certain capital expenditure projects. Net of the subsidy, the Company will pay interest at a fixed effective rate of 2.30%.
•
A secured $7,125 term loan issued on January 27, 2023 repayable in equal monthly installments based on a fifteen-year amortization schedule through January 27, 2038 and bearing interest at the applicable SOFR plus 1.75%. An interest rate swap for a notional amount equal to the term loan fixes the base SOFR at 3.59% per annum through January 27, 2038, resulting in a fixed effective interest rate of 5.34% on the term loan. The term loan is secured by the Vineland store shopping center.
The Credit Facility also provides for up to $25,000 of letters of credit ($9,021 outstanding at October 25, 2025), which secure obligations for store leases and construction performance guarantees to municipalities. The Credit Facility contains covenants that, among other conditions, require a minimum tangible net worth, a minimum fixed charge coverage ratio and a maximum adjusted debt to EBITDAR ratio. The Company was in compliance with all covenants of the credit agreement at October 25, 2025. As of October 25, 2025, $65,979 remained available under the unsecured revolving line of credit.
Based on current trends, the Company believes cash and cash equivalents on hand at October 25, 2025, operating cash flow and availability under our Credit Facility are sufficient to meet our liquidity needs for the next twelve months and for the foreseeable future beyond the next twelve months.
There have been no other substantial changes as of October 25, 2025 to the contractual obligations and commitments discussed in the Company’s Annual Report on Form 10-K for the year ended July 26, 2025.
18
OUTLOOK
This Form 10-Q contains certain forward-looking statements about Village’s future performance. These statements are based on management’s assumptions and beliefs in light of information currently available. Such statements relate to, for example: same store sales; economic conditions; expected pension plan contributions; projected capital expenditures; cash flow requirements; inflation expectations; and legal matters; and are indicated by words such as “will,” “expect,” “should,” “intend,” “anticipates,” “believes” and similar words or phrases. The Company cautions the reader that there is no assurance that actual results or business conditions will not differ materially from the results expressed, suggested or implied by such forward-looking statements. The Company undertakes no obligation to update forward-looking statements to reflect developments or information obtained after the date hereof. Readers should carefully review the risk factors identified in “Risk Factors” in this Form 10-Q.
•
We expect the increase in same store sales to range from 1.0% to 3.0% in fiscal 2026.
•
We have budgeted $75,000 for capital expenditures in fiscal 2026. Planned expenditures include costs for construction of a replacement store in East Orange, NJ expected to open in fiscal 2026, construction of a replacement store expected to open in fiscal 2027, several smaller store remodels and merchandising initiatives and various technology, equipment and facility upgrades. The Company’s primary sources of liquidity in fiscal 2026 are expected to be cash and cash equivalents on hand at October 25, 2025 and operating cash flow generated in fiscal 2026.
•
The Board’s current intention is to continue to pay quarterly dividends in fiscal 2026 at the most recent rate of $.25 per Class A and $.1625 per Class B share.
•
We believe cash and cash equivalents on hand, operating cash flow and the Company's Credit Facility 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 2026 to be in the range of 31.0% - 32.0%.
Various uncertainties and other factors could cause actual results to differ from the forward-looking statements contained in this report. These include:
•
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, New York, Pennsylvania and Maryland. We are vulnerable to economic downturns in these states in addition to those that may affect the country as a whole. Results of operations may be materially adversely impacted by inflation, deflation, interest rate fluctuations, movements in energy costs, social programs, minimum wage legislation, labor shortages, changing demographics, natural disasters, terrorist attacks, the outbreak of pandemics or other illnesses, disruptions to supply chains and disturbances due to social unrest, geopolitical conflict and political instability.
•
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.
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.
19
•
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, general liability, property, employment practices, director and officers’ liability, and certain employee health care benefits. Any projection of losses is subject to a high degree of variability. Changes in legal claims, trends and interpretations, variability in inflation rates, changes in the nature and method of claims settlement, benefit level changes due to changes in applicable laws, and insolvency of insurance carriers could all affect our financial condition, results of operations, or cash flows.
•
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 goodwill and indefinite-lived intangible assets are tested at the end of each fiscal year, or more frequently if circumstances dictate, for impairment. Failure of acquired businesses to achieve their forecasted expectations could result in impairment charges to goodwill and indefinite-lived intangible 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.
Due to the nature of our business, personal information about our customers, vendors and associates is received and stored in these information systems. In addition, confidential information is transmitted through our online business at shoprite.com and through the ShopRite app. Unauthorized parties may attempt to access information stored in or to sabotage or disrupt these systems. Wakefern and the Company maintain substantial security measures to prevent and detect unauthorized access to such information, including utilizing third-party service providers for monitoring our networks, security reviews, and other functions. It is possible that computer hackers, cyber terrorists and others may be able to defeat the security measures in place at the Company, Wakefern or those of third-party service providers.
Any breach of these security measures and loss of confidential information, which could be undetected for a period of time, could damage our reputation with customers, vendors and associates, cause Wakefern and Village to incur significant costs to protect any customers, vendors and associates whose personal data was compromised, cause us to make changes to our information systems and could result in government enforcement actions and litigation against Wakefern and/or Village from outside parties. Any such breach could have a material adverse impact on our operations, consolidated financial condition, results of operations, and liquidity if the related costs to Wakefern and Village are not covered or are in excess of carried insurance policies. In addition, a security breach could require Wakefern and Village to devote significant management resources to address problems created by the security breach and restore our reputation.
20
RELATED PARTY TRANSACTIONS
As previously disclosed, we are currently engaged in litigation with Wakefern. At this time, we are unable to assess the impact of the litigation on our results of operations. See note 4 to the unaudited consolidated financial statements for information on related party transactions.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
In addition to the risks inherent in our operations, we are exposed to certain market risks, including interest rate risk associated with our credit facility, interest rate swaps and variable rate notes receivable due from Wakefern.
The Company is exposed to interest rate risk arising from fluctuations in Secured Overnight Financing Rate ("SOFR") related to the Company’s Credit Facility. The Credit Facility includes an unsecured revolving line of credit providing a maximum amount available for borrowing of $
75,000
that bears interest at the applicable SOFR plus
1.25
% and expires on April 30, 2030. The unsecured revolving line of credit is exposed to interest rate fluctuations to the extent of changes in the SOFR. The Company believes this exposure is not material due to availability of liquid assets to eliminate the outstanding credit facility.
The Credit Facility includes variable-rate term loans that bear interest at SOFR plus an applicable spread. The Company manages exposure to this risk and the variability of related cash flows primarily by the use of derivative financial instruments, specifically, interest rate swaps. The Company’s objectives in using interest rate swaps are to add stability to interest expense and to manage its exposure to interest rate movements. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The interest rate swaps eliminate the economic interest rate exposure on the term loans within the Credit Facility, however the value of the interest rate swaps is exposed to interests rate risk. Generally, the fair market value of our interest rate swaps will decrease as interest rates fall and increase as interest rates rise.
As of October 25, 2025, the Company had
five
interest rate swaps with an aggregate initial notional value of $
99,975
to hedge the variable cash flows associated with variable-rate loans under the Company's Credit Facility. The interest rate swaps were executed for risk management and are not held for trading purposes. The objective of the interest rate swaps is to hedge the variability of cash flows resulting from fluctuations in the reference rate. The swaps replaced the applicable reference rate with fixed interest rates and payments are settled monthly when payments are made on the variable-rate loans. The Company's derivatives qualify and have been designated as cash flow hedges of interest rate risk. The gain or loss on the derivative is recorded in Accumulated other comprehensive income and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. Amounts reported in Accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the variable-rate loans. The Company reclassified $
454
and $
695
during the 13 weeks ended October 25, 2025 and October 26, 2024, respectively, from Accumulated other comprehensive income to Interest expense.
The notional value of the interest rate swaps were $
55,830
as of October 25, 2025. The fair value of interest rate swaps recorded in Other assets in the consolidated balance sheets is $
4,737
as of October 25, 2025.
At October 25, 2025, the Company held variable rate notes receivable due from Wakefern of $
37,370
that earn interest at the prime rate plus
.50
% and mature on August 15, 2027, $
38,576
that earn interest at the prime rate plus
.50
% and mature on September 28, 2027 and $
37,369
that earn interest at the SOFR plus
2.25
% and mature on February 15, 2029. Changes in interest rates would impact the amount of interest income we realize on the variable rate notes receivable due from Wakefern. Wakefern has the right to prepay these notes at any time. Under certain conditions, the Company can require Wakefern to prepay the notes, although interest earned since inception would be reduced as if it was earned based on overnight money market rates as paid by Wakefern on demand deposits.
Included in cash and cash equivalents at October 25, 2025 and July 26, 2025 are $
99,723
and $
92,003
, respectively, of demand deposits invested at Wakefern at overnight money market rates, which are exposed to the impact of interest rate changes.
21
ITEM 4. CONTROLS AND PROCEDURES
As required by Rule 13a-15 under the Exchange Act, the Company carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures at the end of the period. This evaluation was carried out under the supervision, and with the participation, of the Company’s management, including the Company’s Chief Executive Officer along with the Company’s Chief Financial Officer. Based upon that evaluation, the Company’s Chief Executive Officer, along with the Company’s Chief Financial Officer, concluded that the Company’s disclosure controls and procedures are effective.
Disclosure controls and procedures are designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.
There have been no changes in the Company’s internal control over financial reporting during the quarter ended October 25, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
22
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
During the period ended October 25, 2025, there were no material developments in the legal proceedings described in our Annual Report on Form 10-K for the year ended July 26, 2025.
ITEM 1A. RISK FACTORS
COMPETITIVE ENVIRONMENT
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.
GEOGRAPHIC CONCENTRATION AND NEW TRADE AREA
The Company’s stores are concentrated in New Jersey, New York, Pennsylvania and Maryland. We are vulnerable to economic downturns in these states in addition to those that may affect the country as a whole. Results of operations may be materially adversely impacted by inflation, deflation, interest rate fluctuations, movements in energy costs, social programs, minimum wage legislation, changes in tariffs, labor shortages, changing demographics, natural disasters, terrorist attacks, the outbreak of pandemics or other illnesses, disruptions to supply chains and disturbances due to social unrest, geopolitical conflict and political instability.
WAKEFERN RELATIONSHIP
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.
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.
LABOR RELATIONS
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.
FOOD SAFETY
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.
MULTI-EMPLOYER PENSION PLANS
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
23
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.
INSURANCE
The Company uses a combination of insurance and self-insurance to provide for potential liability for workers’ compensation, automobile, general liability, property, director and officers’ liability, and certain employee health care benefits. Any projection of losses is subject to a high degree of variability. Changes in legal claims, trends and interpretations, variability in inflation rates, changes in the nature and method of claims settlement, benefit level changes due to changes in applicable laws, and insolvency of insurance carriers could all affect our financial condition, results of operations, or cash flows.
IMPAIRMENT OF LONG-LIVED ASSETS
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.
IMPAIRMENT OF GOODWILL AND INDEFINITE-LIVED INTANGIBLE ASSETS
Our goodwill and indefinite-lived intangible assets are tested at the end of each fiscal year, or more frequently if circumstances dictate, for impairment. Failure of acquired businesses to achieve their forecasted expectations could result in impairment charges to goodwill and indefinite-lived intangible assets.
TAXES
Our effective tax rate may be impacted by the results of tax examinations and changes in tax laws.
INFORMATION TECHNOLOGY
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.
Due to the nature of our business, personal information about our customers, vendors and associates is received and stored in these information systems. In addition, confidential information is transmitted through our online business at shoprite.com and through the ShopRite app. Unauthorized parties may attempt to access information stored in or to sabotage or disrupt these systems. Wakefern and the Company maintain substantial security measures to prevent and detect unauthorized access to such information, including utilizing third-party service providers for monitoring our networks, security reviews, and other functions. It is possible that computer hackers, cyber terrorists and others may be able to defeat the security measures in place at the Company, Wakefern or those of third-party service providers.
Any breach of these security measures and loss of confidential information, which could be undetected for a period of time, could damage our reputation with customers, vendors and associates, cause Wakefern and Village to incur significant costs to protect any customers, vendors and associates whose personal data was compromised, cause us to make changes to our information systems and could result in government enforcement actions and litigation against Wakefern and/or Village from outside parties. Any such breach could have a material adverse impact on our operations, consolidated financial condition, results of operations, and liquidity if the related costs to Wakefern and Village are not covered or are in excess of carried insurance policies. In addition, a security breach could require Wakefern and Village to devote significant management resources to address problems created by the security breach and restore our reputation.
24
ITEM 5. OTHER INFORMATION
During the period covered by this Quarterly Report on Form 10-Q, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
| ITEM 6. EXHIBITS | |||||
| Exhibit 31.1 | |||||
| Exhibit 31.2 | |||||
| Exhibit 32.1 |
Certification
(furnished, not filed)
|
||||
| Exhibit 32.2 |
Certification
(furnished, not filed)
|
||||
| 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 | ||||
25
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Village Super Market, Inc. | |||||
| Registrant | |||||
| Dated: December 4, 2025 | /s/ John J. Sumas | ||||
| John J. Sumas | |||||
| (Chief Executive Officer) | |||||
| Dated: December 4, 2025 | /s/ John Van Orden | ||||
| John Van Orden | |||||
| (Chief Financial Officer) | |||||
26
TABLE OF CONTENTS
Part I - Financial InformationItem 1. Financial StatementsItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II - Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 5. Other InformationItem 6. Exhibits