株探米国株
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
 
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended April 26, 2025
OR
☐    TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission File No. 0-2633

VILLAGE SUPER MARKET, INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-1576170
(State or other jurisdiction of incorporation or organization) (I. R. S. Employer Identification No.)
   
733 Mountain Avenue, Springfield, New Jersey, 07081
(Address of principal executive offices) (Zip Code)
   
Registrant's telephone number, including area code:
(973) 467-2200
Securities registered pursuant to Section 12(b) of the Act:
Class A common stock, no par value VLGEA The NASDAQ Stock Market
(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 ☒   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.

Large accelerated filer  ☐
Accelerated filer  ☒
Non-accelerated filer    ☐
 (Do not check if a smaller reporting company)
Smaller reporting company  ☒
Emerging growth company ☐
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒.
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:
  June 4, 2025
   
Class A Common Stock, No Par Value 10,630,877 Shares
Class B Common Stock, No Par Value 4,125,045 Shares





VILLAGE SUPER MARKET, INC.

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 6.  Exhibits
   
Signatures

2


PART I - FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands) (Unaudited)
  April 26,
2025
July 27,
2024
ASSETS    
Current assets    
Cash and cash equivalents $ 115,360  $ 117,261 
Merchandise inventories 51,181  46,739 
Patronage dividend receivable 9,945  16,068 
Income taxes receivable 118  2,252 
Other current assets 18,423  17,382 
Total current assets 195,027  199,702 
Property, equipment and fixtures, net 331,538  303,217 
Operating lease assets 248,391  259,764 
Notes receivable from Wakefern 109,152  102,862 
Investment in Wakefern 32,207  33,093 
Investments in Real Estate Partnerships 21,312  19,923 
Goodwill 24,190  24,190 
Other assets 33,756  38,913 
Total assets $ 995,573  $ 981,664 
LIABILITIES and SHAREHOLDERS' EQUITY    
Current liabilities
Operating lease obligations $ 21,559  $ 21,282 
Finance lease obligations 1,010  879 
Notes payable to Wakefern 560  751 
Current portion of debt 9,593  9,481 
Accounts payable to Wakefern 80,101  80,902 
Accounts payable and accrued expenses 37,361  28,433 
Accrued wages and benefits 31,680  32,489 
Income taxes payable 2,019  — 
Total current liabilities 183,883  174,217 
Long-term debt
Operating lease obligations 245,199  256,091 
Finance lease obligations 18,571  19,525 
Notes payable to Wakefern 514  911 
Long-term debt 50,728  62,764 
Total long-term debt 315,012  339,291 
Pension liabilities 3,034  5,113 
Other liabilities 13,964  15,484 
Commitments and contingencies (Note 5) 
Shareholders' equity    
Preferred stock, no par value: Authorized 10,000 shares, none issued
—  — 
Class A common stock, no par value: Authorized 20,000 shares; issued 11,628 shares at April 26, 2025 and 11,559 shares at July 27, 2024
82,701  80,186 
Class B common stock, no par value: Authorized 20,000 shares; issued and outstanding 4,125 shares at April 26, 2025 and 4,204 shares at July 27, 2024
670  683 
Retained earnings 411,497  380,618 
Accumulated other comprehensive income 5,277  6,579 
Less treasury stock, Class A, at cost: 997 shares at April 26, 2025 and 999 shares at July 27, 2024
(20,465) (20,507)
Total shareholders’ equity 479,680  447,559 
Total liabilities and shareholders’ equity $ 995,573  $ 981,664 
See notes to consolidated financial statements.
3



VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts) (Unaudited)
  13 Weeks Ended 39 Weeks Ended
  April 26,
2025
April 27,
2024
April 26,
2025
April 27,
2024
Sales $ 563,669  $ 546,396  $ 1,721,016  $ 1,658,329 
Cost of sales 401,488  390,464  1,226,951  1,186,007 
Gross profit 162,181  155,932  494,065  472,322 
Operating and administrative expense 139,683  137,650  416,457  404,419 
Depreciation and amortization 8,773  8,078  25,758  25,108 
Operating income 13,725  10,204  51,850  42,795 
Interest expense (899) (1,015) (2,871) (3,125)
Interest income 3,256  3,634  10,228  11,202 
Income before income taxes 16,082  12,823  59,207  50,872 
Income taxes 4,921  3,857  18,349  15,842 
Net income $ 11,161  $ 8,966  $ 40,858  $ 35,030 
Net income per share:
     
Class A common stock:      
Basic $ 0.84  $ 0.67  $ 3.07  $ 2.63 
Diluted $ 0.75  $ 0.60  $ 2.76  $ 2.36 
Class B common stock:      
Basic $ 0.54  $ 0.44  $ 1.99  $ 1.71 
Diluted $ 0.54  $ 0.44  $ 1.99  $ 1.71 
 
See notes to consolidated financial statements.
4



VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands) (Unaudited)
  13 Weeks Ended 39 Weeks Ended
  April 26,
2025
April 27,
2024
April 26,
2025
April 27,
2024
Net income $ 11,161  $ 8,966  $ 40,858  $ 35,030 
Other comprehensive income:        
Unrealized (losses) gains on interest rate swaps, net of tax (1) (989) 738  (1,099) 38 
Amortization of pension actuarial gain, net of tax (2) (68) (75) (203) (224)
Comprehensive income $ 10,104  $ 9,629  $ 39,556  $ 34,844 

(1)Amount is net of tax of $447 and $339 for the 13 weeks ended April 26, 2025 and April 27, 2024, respectively, and $497 and $16 for the 39 weeks ended April 26, 2025 and April 27, 2024, respectively.
(2)Amount is net of tax of $31 and $34 for the 13 weeks ended April 26, 2025 and April 27, 2024, respectively, and $93 and $103 for the 39 weeks ended April 26, 2025 and April 27, 2024, respectively. All amounts are reclassified from accumulated other comprehensive income to operating and administrative expense.



See notes to consolidated financial statements.
5



VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands) (Unaudited)
13 Weeks Ended April 26, 2025 and April 27, 2024
  Class A
Common Stock
Class B
Common Stock
Accumulated
Other
Comprehensive
Income (Loss)
Treasury Stock
Class A
Total
Shareholders'
Equity
  Shares Issued Amount Shares Issued Amount Retained Earnings Shares Amount
Balance, January 25, 2025
11,620  $ 81,792  4,125  $ 670  $ 403,663  $ 6,334  998  $ (20,491) $ 471,968 
Net income —  —  —  —  11,161  —  —  —  11,161 
Other comprehensive loss, net of tax of $478
—  —  —  —  —  (1,057) —  —  (1,057)
Dividends —  —  —  —  (3,327) —  —  —  (3,327)
Exercise of stock options —  —  —  —  (1) 26  32 
Restricted shares forfeited (1) (1) —  —  —  —  —  —  (1)
Share-based compensation expense 904  —  —  —  —  —  —  904 
Balance, April 26, 2025
11,628  $ 82,701  4,125  $ 670  $ 411,497  $ 5,277  997  $ (20,465) $ 479,680 
Balance, January 27, 2024
11,556  $ 78,000  4,204  $ 683  $ 362,862  $ 7,285  968  $ (19,685) $ 429,145 
Net income —  —  —  —  8,966  —  —  —  8,966 
Other comprehensive income, net of tax of $305
—  —  —  —  —  663  —  —  663 
Dividends —  —  —  —  (3,303) —  —  —  (3,303)
Treasury stock purchases —  —  —  —  —  —  (219) (219)
Restricted shares forfeited —  —  —  —  —  —  —  —  — 
Share-based compensation expense 955  —  —  —  —  —  —  955 
Balance, April 27, 2024
11,562  $ 78,955  4,204  $ 683  $ 368,525  $ 7,948  977  $ (19,904) $ 436,207 
39 Weeks Ended April 26, 2025 and April 27, 2024
  Class A
Common Stock
Class B
Common Stock
Accumulated
Other
Comprehensive
Income (Loss)
Treasury Stock
Class A
Total
Shareholders'
Equity
  Shares Issued Amount Shares Issued Amount Retained Earnings Shares Amount
Balance, July 27, 2024
11,559  $ 80,186  4,204  $ 683  $ 380,618  $ 6,579  999  $ (20,507) $ 447,559 
Net income —  —  —  —  40,858  —  —  —  40,858 
Other comprehensive loss, net of tax of $590
—  —  —  —  —  (1,302) —  —  (1,302)
Dividends —  —  —  —  (9,979) —  —  —  (9,979)
Exercise of stock options 11  —  —  —  —  (2) 42  53 
Restricted shares forfeited (20) (195) —  —  —  —  —  —  (195)
Share-based compensation expense 2,686  —  —  —  —  —  —  2,686 
Conversion of Class B shares to Class A shares 79  13  (79) (13) —  —  —  —  — 
Balance, April 26, 2025
11,628  $ 82,701  4,125  $ 670  $ 411,497  $ 5,277  997  $ (20,465) $ 479,680 
Balance, July 29, 2023
11,563  $ 76,179  4,204  $ 683  $ 343,497  $ 8,134  912  $ (18,327) $ 410,166 
Net income —  —  —  —  35,030  —  —  —  35,030 
Other comprehensive loss, net of tax of $87
—  —  —  —  —  (186) —  —  (186)
Dividends —  —  —  —  (10,002) —  —  —  (10,002)
Treasury stock purchases —  —  —  —  —  —  65  (1,577) (1,577)
Restricted shares forfeited (21) (80) —  —  —  —  —  —  (80)
Share-based compensation expense 20  2,856  —  —  —  —  —  —  2,856 
Balance, April 27, 2024
11,562  $ 78,955  4,204  $ 683  $ 368,525  $ 7,948  977  $ (19,904) $ 436,207 

See notes to consolidated financial statements.

6



VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) (Unaudited)
  39 Weeks Ended
  April 26,
2025
April 27,
2024
CASH FLOWS FROM OPERATING ACTIVITIES    
Net income $ 40,858  $ 35,030 
Adjustments to reconcile net income to net cash provided by operating activities:  
Depreciation and amortization 27,524  26,566 
Non-cash share-based compensation 2,491  2,776 
Deferred taxes (1,338) (588)
Provision to value inventories at LIFO 614  1,399 
Gain on sale of property, equipment and fixtures (26) (209)
Changes in assets and liabilities:  
Merchandise inventories (5,056) (4,044)
Patronage dividend receivable 6,123  2,443 
Accounts payable to Wakefern (1,587) 630 
Accounts payable and accrued expenses 2,600  340 
Accrued wages and benefits (809) (252)
Income taxes receivable / payable 4,098  (9,831)
Other assets and liabilities (3,954) 3,780 
Net cash provided by operating activities 71,538  58,040 
CASH FLOWS FROM INVESTING ACTIVITIES    
Capital expenditures (48,705) (54,103)
Proceeds from the sale of assets —  196 
Investment in notes receivable from Wakefern (6,290) (39,849)
Maturity of notes receivable from Wakefern —  33,338 
Investment in real estate partnership (339) (4,704)
Net cash used in investing activities (55,334) (65,122)
CASH FLOWS FROM FINANCING ACTIVITIES    
Proceeds from exercise of stock options 53  — 
Excess tax benefit related to share-based compensation 55  — 
Principal payments of long-term debt (8,234) (8,304)
Dividends (9,979) (10,002)
Treasury stock purchases —  (1,577)
Net cash used in financing activities (18,105) (19,883)
NET DECREASE IN CASH AND CASH EQUIVALENTS (1,901) (26,965)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 117,261  140,910 
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 115,360  $ 113,945 
SUPPLEMENTAL DISCLOSURES OF CASH  PAYMENTS MADE FOR:    
Interest $ 2,871  $ 3,125 
Income taxes $ 15,535  $ 26,260 
NONCASH SUPPLEMENTAL DISCLOSURES:    
Investment in Wakefern and increase in notes payable to Wakefern $ —  $ 31 
Capital expenditures included in accounts payable and accrued expenses $ 13,087  $ 7,034 
Lease obligations obtained in exchange for right-of-use assets $ 10,805  $ 5,550 
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 April 26, 2025 and the consolidated statements of operations, comprehensive income and cash flows for the 13 and 39 weeks ended April 26, 2025 and April 27, 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 27, 2024 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 April 26, 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 39 Weeks Ended
  April 26, 2025 April 27, 2024 April 26, 2025 April 27, 2024
Amount % Amount % Amount % Amount %
Center Store (1) $ 335,755  59.6  % $ 325,450  59.6  % $ 1,033,736  60.1  % $ 996,947  60.1  %
Fresh (2) 203,415  36.1  199,157  36.4  612,624  35.6  595,287  35.9 
Pharmacy 22,710  4.0  20,247  3.7  69,320  4.0  60,795  3.7 
Other (3) 1,789  0.3  1,542  0.3  5,336  0.3  5,300  0.3 
Total Sales $ 563,669  100.0  % $ 546,396  100.0  % $ 1,721,016  100.0  % $ 1,658,329  100.0  %

(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, gift card and lottery commissions and wholesale sales.


2. MERCHANDISE INVENTORIES
    
    At April 26, 2025 and July 27, 2024, 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 $22,403 and $21,789 higher than reported at April 26, 2025 and July 27, 2024, 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.

    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.

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    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 39 Weeks Ended
  April 26,
2025
April 27,
2024
April 26,
2025
April 27,
2024
Net income $ 11,161  $ 8,966  $ 40,858  $ 35,030 
Distributed and allocated undistributed Net income to unvested restricted shareholders
364  330  1,371  1,310 
Net income available to Class A and Class B shareholders $ 10,797  $ 8,636  $ 39,487  $ 33,720 

    The tables below reconcile the numerators and denominators of basic and diluted Net income per share for all periods presented.
 
13 Weeks Ended 39 Weeks Ended
  April 26, 2025 April 26, 2025
  Class A Class B Class A Class B
Numerator:        
Net income allocated, basic
$ 8,550  $ 2,247  $ 31,210  $ 8,277 
Conversion of Class B to Class A shares 2,247  —  8,277  — 
Net income allocated, diluted
$ 10,797  $ 2,247  $ 39,487  $ 8,277 
Denominator:        
Weighted average shares outstanding, basic 10,190  4,125  10,160  4,150 
Conversion of Class B to Class A shares 4,125  —  4,150  — 
Weighted average shares outstanding, diluted 14,315  4,125  14,310  4,150 
13 Weeks Ended 39 Weeks Ended
  April 27, 2024 April 27, 2024
  Class A Class B Class A Class B
Numerator:        
Net income allocated, basic $ 6,798  $ 1,838  $ 26,550  $ 7,170 
Conversion of Class B to Class A shares 1,838  —  7,170  — 
Net income allocated, diluted $ 8,636  $ 1,838  $ 33,720  $ 7,170 
Denominator:        
Weighted average shares outstanding, basic 10,092  4,204  10,112  4,204 
Conversion of Class B to Class A shares 4,204  —  4,204  — 
Weighted average shares outstanding, diluted 14,296  4,204  14,316  4,204 

    Outstanding stock options to purchase Class A shares of 2 were excluded from the calculation of diluted net income per share at April 27, 2024 as a result of their anti-dilutive effect. In addition, 429 and 485 non-vested restricted Class A shares, which are considered participating securities, and their allocated net income were excluded from the diluted net income per share calculation at April 26, 2025 and April 27, 2024, respectively, due to their anti-dilutive effect.




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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 27, 2024.  

On February 15, 2024, notes receivable due from Wakefern of $33,338 that earned interest at the prime rate plus .75% matured. The Company invested all of the proceeds received in variable rate notes receivable from Wakefern that earn interest at the SOFR plus 2.25% and mature on February 15, 2029.

At April 26, 2025, the Company held variable rate notes receivable due from Wakefern of $35,918 that earn interest at the prime rate plus .50% and mature on August 15, 2027, $37,077 that earn interest at the prime rate plus .50% and mature on September 28, 2027 and $36,157 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 April 26, 2025 and July 27, 2024 are $100,070 and $97,126, respectively, of demand deposits invested at Wakefern at overnight money market rates.

On April 28, 2022, the Company entered into a partnership agreement for a 30% interest in the development of a retail center in Old Bridge, New Jersey, which includes the Village Old Bridge replacement store with an operating lease obligation of $4,340 as of April 26, 2025. As of April 26, 2025, Village has invested $17,694 into the real estate partnership, which is accounted for as an equity method investment included in Investments in Real Estate Partnerships on the Consolidated Balance Sheet. No additional equity investment is expected for this project.

There have been no other significant changes in the Company’s relationships or nature of transactions with related parties during the 39 weeks ended April 26, 2025.

5. COMMITMENTS and CONTINGENCIES

    The Company is involved in litigation incidental to the normal course of business. Company management is of the opinion that the ultimate resolution of these legal proceedings should not have a material adverse effect on the consolidated financial position, results of operations or liquidity of the Company.

6. DEBT

Long-term debt consists of:
April 26,
2025
July 27,
2024
Secured term loans $ 46,445  $ 49,646 
Unsecured term loan 13,876  17,662 
New Market Tax Credit Financing —  4,937 
Total debt, excluding obligations under leases 60,321  72,245 
Less current portion 9,593  9,481 
Total long-term debt, excluding obligations under leases $ 50,728  $ 62,764 









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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 acquired in the first quarter of fiscal 2022.

•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 ($7,438 outstanding at April 26, 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 April 26, 2025. As of April 26, 2025, $67,562 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.

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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.

The NMTC was subject to 100% recapture for a period of seven years, which ended in December 2024. The Company was required to and fulfilled its obligation to be in compliance with various regulations and contractual provisions that applied to the New Markets Tax Credit arrangement for the duration of the seven year recapture period. The transaction included a put/call provision whereby the Company would be obligated or entitled to repurchase Wells Fargo's interest in the Investment Fund for a de minimus amount. In January 2025, Wells Fargo exercised the put option requiring Village to repurchase Wells Fargo's interest in the Investment Fund. This resulted in a non-cash extinguishment of the $6,563 loans payable to the CDE and the $4,835 loan receivable from the Investment Fund. The $1,728 net benefit resulting from the loan extinguishments was recognized ratably over the seven-year compliance period as a reduction in operating and administrative expense.

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 April 26, 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 $496 and $748 during the 13 weeks ended April 26, 2025 and April 27, 2024, respectively, and $1,768 and $2,304 during the 39 weeks ended April 26, 2025 and April 27, 2024, respectively, from Accumulated other comprehensive income to Interest expense.

The notional value of the interest rate swaps were $60,515 as of April 26, 2025. The fair value of interest rate swaps recorded in Other assets in the consolidated balance sheets is $5,761 as of April 26, 2025.

12


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.
On March 17, 2024, we opened an 83,000 sq. ft. replacement ShopRite store in Old Bridge, NJ, that replaced an existing 32,000 sq. ft. store.
On November 1, 2023, we closed an 8,400 sq. ft. Gourmet Garage store located in New York City. The impact associated with the closure and ongoing results of operating were not material to Village’s consolidated financial statements.

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.
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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 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 39 Weeks Ended
April 26,
2025
April 27,
2024
April 26,
2025
April 27,
2024
Net Income $ 11,161  $ 8,966  $ 40,858  $ 35,030 
Adjustments to Operating Expenses:
Store pre-opening costs (1) 684  907  684  907 
Adjustments to Income Taxes:
Tax impact of adjustments to operating expenses (212) (281) (212) (281)
Adjusted net income $ 11,633  $ 9,592  $ 41,330  $ 35,656 
Operating and administrative expenses $ 139,683  $ 137,650  $ 416,457  $ 404,419 
Adjustments to operating and administrative expenses (684) (907) (684) (907)
Adjusted operating and administrative expenses 138,999  136,743  415,773  403,512 
Adjusted operating and administrative expenses as a % of sales 24.66  % 25.03  % 24.16  % 24.33  %

(1) Fiscal 2025 pre-opening costs are associated with opening of the Watchung, NJ ShopRite replacement store that opened on April 9, 2025 and fiscal 2024 pre-opening costs are associated with the opening of the Old Bridge, NJ ShopRite replacement store that opened on March 17, 2024.




14


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 39 Weeks Ended
  April 26, 2025 April 27, 2024 April 26, 2025 April 27, 2024
Sales 100.00  % 100.00  % 100.00  % 100.00  %
Cost of sales 71.23  71.46  71.29  71.52 
Gross profit 28.77  28.54  28.71  28.48 
Operating and administrative expense 24.78  25.19  24.20  24.39 
Depreciation and amortization 1.56  1.48  1.49  1.51 
Operating income 2.43  1.87  3.02  2.58 
Interest expense (0.16) (0.19) (0.17) (0.19)
Interest income 0.58  0.67  0.59  0.68 
Income before income taxes 2.85  2.35  3.44  3.07 
Income taxes 0.87  0.71  1.07  0.96 
Net income 1.98  % 1.64  % 2.37  % 2.11  %

    Sales.  Sales were $563,669 in the 13 weeks ended April 26, 2025, an increase of 3.2% compared to the 13 weeks ended April 27, 2024.  Sales increased due to an increase in same store sales of 1.9%, the opening of the Watchung, NJ replacement store on April 9, 2025 and the opening of the Old Bridge, NJ replacement store on March 17, 2024. Same store sales increased due primarily to digital sales growth, continued growth in recently remodeled stores, higher pharmacy sales and inflation in the meat and dairy departments. 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.

Sales were $1,721,016 in the 39 weeks ended April 26, 2025, an increase of 3.8% compared to the 39 weeks ended April 27, 2024. Sales increased due to an increase in same store sales of 2.2%, the opening of the Watchung, NJ replacement store on April 9, 2025 and the opening of the Old Bridge, NJ replacement store on March 17, 2024. Same store sales increased due primarily to digital sales growth, continued growth in recently remodeled stores, higher pharmacy sales and inflation in the meat and dairy departments.

    Gross Profit.  Gross profit as a percentage of sales increased .23% in the 13 weeks ended April 26, 2025 compared to the 13 weeks ended April 27, 2024 due primarily to higher patronage dividends and other rebates received from Wakefern (.39%), decreased warehouse assessment charges from Wakefern (.07%) and lower LIFO charges (.04%) partially offset by decreased departmental gross margin percentages (.13%), an unfavorable change in product mix (.13%) and higher promotional spending (.01%).

Gross profit as a percentage of sales increased .23% in the 39 weeks ended April 26, 2025 compared to the 39 weeks ended April 27, 2024 due primarily to higher patronage dividends and rebates received from Wakefern (.24%), decreased warehouse assessment charges from Wakefern (.11%), increased departmental gross margin percentages (.07%) and lower LIFO charges (.05%) partially offset by an unfavorable change in product mix (.16%) and higher promotional spending (.07%).

Operating and Administrative Expense.  Operating and administrative expense as a percentage of sales decreased .41% in the 13 weeks ended April 26, 2025 compared to the 13 weeks ended April 27, 2024. Adjusted operating and administrative expenses decreased .37% in the 13 weeks ended April 26, 2025 compared to the 13 weeks ended April 27, 2024. The decrease in Adjusted operating and administrative expenses is due primarily to lower employee costs (.24%), advertising expenses (.09%), security spending (.09%) and facility insurance costs (.06%) partially offset by increased utilities rates (.07%).

Operating and administrative expense as a percentage of sales decreased .19% in the 39 weeks ended April 26, 2025 compared to the 39 weeks ended April 27, 2024. Adjusted operating and administrative expense as a percentage of sales decreased .17% in the 39 weeks ended April 26, 2025 compared to the 39 weeks ended April 27, 2024. The decrease in Adjusted operating and administrative expenses is due primarily to sales leverage on occupancy and facility costs (.10%), lower facility insurance costs (.06%), reduced supply spending (.06%), lower legal and consulting fees (.05%) and decreased security spending (.05%) partially offset by higher utility rates (.08%) and increased external fees associated with digital sales growth (.06%).
15


Depreciation and Amortization.  Depreciation and amortization expense increased in the 13 and 39 weeks ended April 26, 2025 compared to the 13 and 39 weeks ended April 27, 2024, respectively, due primarily to capital expenditures.

Interest Expense.  Interest expense decreased in the 13 and 39 weeks ended April 26, 2025 compared to the 13 and 39 weeks ended April 27, 2024, respectively, due primarily to lower average outstanding debt balances.

Interest Income.  Interest income decreased in the 13 and 39 weeks ended April 26, 2025 compared to the 13 and 39 weeks ended April 27, 2024, respectively, due primarily to lower interest rates on variable rate notes receivable from Wakefern and demand deposits invested at Wakefern.

Income Taxes.  The effective income tax rate was 30.6% in the 13 weeks ended April 26, 2025 compared to 30.1% in the 13 weeks ended April 27, 2024. The effective income tax rate was 31.0% in the 39 weeks ended April 26, 2025 compared to 31.1% in the 39 weeks ended April 27, 2024.

Net Income.  Net income was $11,161 in the 13 weeks ended April 26, 2025 compared to $8,966 in the 13 weeks ended April 27, 2024. Adjusted net income was $11,633 in the 13 weeks ended April 26, 2025, an increase of 21% compared to $9,592 in the 13 weeks ended April 27, 2024.

Net income was $40,858 in the 39 weeks ended April 26, 2025 compared to $35,030 in the 39 weeks ended April 27, 2024. Adjusted net income was $41,330 in the 39 weeks ended April 26, 2025, an increase of 16% compared to $35,656 in the 39 weeks ended April 27, 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 27, 2024. As of April 26, 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 $71,538 in the 39 weeks ended April 26, 2025 compared to $58,040 in the corresponding period of the prior year.  The change in cash flows from operating activities in fiscal 2025 was primarily due to an increase in net income and changes in working capital. Working capital changes, including Other assets and liabilities, increased cash flows from operating activities by $1,415 in fiscal 2025 compared to an decrease of $6,934 in fiscal 2024. The change in impact of working capital is due primarily to the timing of tax payments and increased patronage dividends received partially offset by timing of payments associated with promotional funding and pension benefits.

During the 39 weeks ended April 26, 2025, Village used cash to fund capital expenditures of $48,705, dividends of $9,979, principal payments of long-term debt of $8,234, additional net investments of $6,290 in notes receivable from Wakefern and an investment in a real estate partnership for the development of a retail center in Old Bridge, New Jersey of $339.  Capital expenditures primarily include costs associated with construction of replacement stores in Watchung, NJ and East Orange, NJ, purchase of the real estate of the Springfield, NJ store, several smaller remodels and merchandising initiatives, and various technology, equipment and facility upgrades.
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We have revised our budgeted capital expenditures downward from prior estimates to approximately $65,000 in fiscal 2025 due to a shift in timing of the opening of the East Orange, NJ replacement store, which is now expected to open in early fiscal 2026. Planned expenditures include costs for construction of replacement stores in both Watchung, NJ and East Orange, NJ, real estate purchases, several smaller store remodels and merchandising initiatives and various technology, equipment and facility upgrades. The Company’s primary sources of liquidity in fiscal 2025 are expected to be cash and cash equivalents on hand at April 26, 2025 and operating cash flow generated in fiscal 2025.

On April 28, 2022, the Company entered into a partnership agreement for a 30% interest in the development of a retail center in Old Bridge, New Jersey, which includes the Village Old Bridge replacement store with an operating lease obligation of $4,340 as of April 26, 2025. As of April 26, 2025, Village has invested $17,694 into the real estate partnership, which is accounted for as an equity method investment included in Investments in Real Estate Partnerships on the Consolidated Balance Sheet. No additional equity investment is expected for this project.

On February 15, 2024, notes receivable due from Wakefern of $33,338 that earned interest at the prime rate plus .75% matured. The Company invested all of the proceeds received in variable rate notes receivable from Wakefern that earn interest at the SOFR plus 2.25% and mature on February 15, 2029.

At April 26, 2025, the Company held variable rate notes receivable due from Wakefern of $35,918 that earn interest at the prime rate plus .50% and mature on August 15, 2027, $37,077 that earn interest at the prime rate plus .50% and mature on September 28, 2027, and $36,157 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 $11,144 at April 26, 2025 compared to $25,485 at July 27, 2024. Working capital ratios at the same dates were 1.06 and 1.15 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.

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 acquired in the first quarter of fiscal 2022.

•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%.
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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.

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.

The NMTC was subject to 100% recapture for a period of seven years, which ended in December 2024. The Company was required to and fulfilled its obligation to be in compliance with various regulations and contractual provisions that applied to the New Markets Tax Credit arrangement for the duration of the seven year recapture period. The transaction included a put/call provision whereby the Company would be obligated or entitled to repurchase Wells Fargo's interest in the Investment Fund for a de minimus amount. In January 2025, Wells Fargo exercised the put option requiring Village to repurchase Wells Fargo's interest in the Investment Fund. This resulted in a non-cash extinguishment of the $6,563 loans payable to the CDE and the $4,835 loan receivable from the Investment Fund. The $1,728 net benefit resulting from the loan extinguishments was recognized ratably over the seven-year compliance period as a reduction in operating and administrative expense.

Based on current trends, the Company believes cash and cash equivalents on hand at April 26, 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 April 26, 2025 to the contractual obligations and commitments discussed in the Company’s Annual Report on Form 10-K for the year ended July 27, 2024.


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.
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The Company undertakes no obligation to update forward-looking statements to reflect developments or information obtained after the date hereof.

•We expect the increase in same store sales to range from 1.5% to 2.5% in fiscal 2025.

•We have revised our budgeted capital expenditures downward from prior estimates to approximately $65,000 in fiscal 2025 due to a shift in timing of the opening of the East Orange, NJ replacement store, which is now expected to open in early fiscal 2026. Planned expenditures include costs for construction of replacement stores in both Watchung, NJ and East Orange, NJ, real estate purchases, several smaller store remodels and merchandising initiatives and various technology, equipment and facility upgrades.
•The Board’s current intention is to continue to pay quarterly dividends in 2025 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 2025 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.
•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.
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•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.

RELATED PARTY TRANSACTIONS
 
    See note 4 to the unaudited consolidated financial statements for information on related party transactions.



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ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Not applicable.


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 April 26, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
 
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PART II - OTHER INFORMATION


ITEM 6.  EXHIBITS
Exhibit 4.1
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
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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: June 4, 2025 /s/ John J. Sumas
  John J. Sumas
  (Chief Executive Officer)
   
Dated: June 4, 2025 /s/ John Van Orden
  John Van Orden
  (Chief Financial Officer)


23
EX-4.1 2 thirdamendmenttoamendeda.htm EX-4.1 thirdamendmenttoamendeda
1 Wells /Village – Third Amendment to A&R Credit Agreement 4898-7933-6755, v. 3 THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Third Amendment”) is entered into as of April 21, 2025 by and among the following entities (individually and collectively, “Borrower”): (1) VILLAGE SUPER MARKET, INC., a corporation organized under the laws of the State of New Jersey (“Village”), (2) VILLAGE SUPER MARKET OF NJ, L.P., a limited partnership organized under the laws of the State of New Jersey (“Village NJ”), (3) VILLAGE SUPERMARKET OF MARYLAND LLC, a limited liability company organized under the laws of the State of Maryland (“Village MD”), (4) VILLAGE SUPER MARKET OF PA, LLC, a limited liability company organized under the laws of the Commonwealth of Pennsylvania (“Village PA”), (5) VSM NEW MARKETS, LLC, a limited liability company organized under the laws of the State of New Jersey (“VSM New Markets”), (6) VSM GOURMET, LLC, a limited liability company organized under the laws of the State of New York (“VSM Gourmet”), (7) VSM NY HOLDINGS LLC, a limited liability company organized under the laws of the State of New York (“VSM Fairway”), (8) GREATER MORRISTOWN RESTAURANT, LLC, a limited liability company organized under the laws of the State of New Jersey (“VSM Morristown”), (9) HANOVER AND HORSEHILL DEVELOPMENT LIMITED LIABILITY COMPANY, a limited liability company organized under the laws of the State of New Jersey (“Hanover”), (10) DELILAH PROPERTIES LLC, a limited liability company organized under the laws of the State of New Jersey (“Delilah”), (11) FIRE BRANDS INNOVATION LLC, a limited liability company organized under the laws of the State of New Jersey (“Fire Brands”), (12) VSM NY DISTRIBUTION LLC, a limited liability company organized under the laws of the State of New York (“VSM Distribution”), (13) VILLAGE GALLOWAY SHOPPING CENTER LLC, a limited liability company organized under the laws of the State of New Jersey (“Galloway”), (14) VILLAGE VINELAND 3600 LANDIS LLC, a limited liability company organized under the laws of the State of New Jersey (“Vineland”), (15) VILLAGE SUPER MARKET OF NY, LLC, a limited liability company organized under the laws of the State of New York (“Village NY”); and WELLS FARGO BANK NATIONAL ASSOCIATION (the “Bank”). RECITALS Whereas, the Borrower and Bank entered into a certain Amended and Restated Credit Agreement dated as of January 28, 2022 as amended by the First Amendment to Amended and Restated Credit Agreement dated September 1, 2022 and the Second Amendment to Amended and Restated Credit Agreement dated January 27, 2023 (collectively, as they may be further amended, replaced, restated, modified and/or extended from time to time, the “Credit Agreement”); and Whereas, Borrower and Bank have agreed to modify the terms of the Credit Agreement as set forth in this Third Amendment. Now, therefore, in consideration of the Bank’s continued extension of credit and the agreements contained herein, the parties agree as follows:


 
2 Wells /Village – Third Amendment to A&R Credit Agreement 4898-7933-6755, v. 3 AGREEMENT 1) ACKNOWLEDGMENT OF BALANCE. Borrower acknowledges that the most recent statement of account sent to the Borrower dated January 22, 2023 with respect to the Obligations is correct. 2) DEFINITIONS. a. Capitalized terms not otherwise defined herein shall have the respective meanings ascribed thereto in the Credit Agreement, as applicable. b. Capitalized terms in this Third Amendment which are not otherwise defined in the Credit Agreement shall have the meanings ascribed to them in the Third Amendment. c. The terms used herein and not otherwise defined or modified herein or defined in the Credit Agreement shall have the meanings ascribed to them by the Uniform Commercial Code as enacted in State of New Jersey. 3) MODIFICATIONS. The Credit Agreement shall be and hereby is modified as follows: a. Section 1.4(d) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: (d) Unused Commitment Fee. Borrower shall pay to Bank a fee equal to one fifth of one percent (0.20%) per annum (computed on the basis of a 360-day year, actual days elapsed) on the daily unused amount of the Revolving Line of Credit, which fee shall be calculated on a quarterly basis by Bank in arrears and shall be due and payable by Borrower in arrears on the first Business Day of each calendar quarter with respect to the previous calendar quarter, commencing on the Third Amendment Closing Date. b. Section 2.18 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: SECTION 2.18 BUSINESS AND PROPERTY OF BORROWER. Upon and after the Closing Date, Borrower does not propose to engage in any business other than (i) the operation of a supermarket, (ii) food production and general product storage and distribution activities, (iii) any other non-supermarket-related business activities so long as annual sales with regard to such businesses do not exceed $20,000,000 in any fiscal year (for the avoidance of doubt, this clause shall exclude rental and/or partnership income) and (v) activities necessary to conduct the foregoing or ancillary to the foregoing (collectively, the “Permitted Businesses”). On the Closing Date, Borrower will own or lease all real and personal property and possess all of the rights and consents necessary for the conduct of the business of Borrower. c. Section 5.5 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:


 
3 Wells /Village – Third Amendment to A&R Credit Agreement 4898-7933-6755, v. 3 SECTION 5.5. LOANS, ADVANCES, INVESTMENTS. Directly or indirectly purchase or acquire any obligations, securities, stock or other assets to be held for investment (as distinguished from assets held for direct and immediate use or consumption by Borrower or any Subsidiary), or make any loans or advances to or extensions of credit, except for any of the following: (a) readily marketable direct obligations of the United States of America; (b) commercial paper maturing within 180 days from the date of issuance that has been issued by a corporation conducting the majority of its business in the United States and has a rating of A-1 or better from Moody's Investor Services or P-1 or better from Standard & Poor's; (c) readily marketable direct obligations of any state, county or municipality in the United States that has a rating of at least A-1 from Moody's Investor Service or P-1 from Standard and Poor's; (d) notes, checks and chattel paper from customers that are accepted by Borrower or any Subsidiary as payment for the sale of inventory in the ordinary course of business; (e) certificate of deposit and "repo" obligations of (i) the Bank and its affiliates or (ii) any other United States domiciled bank or trust company that has unrestricted capital funds of at least $500,000,000.00 and whose long term certificates of deposit have a rating of at least A-1 from Moody's Investor services or P-1 from Standard and Poor's; (f) investments in the stock of Wakefern and/or the stock of Insure- Rite Ltd., a captive insurance company owned by Wakefern, the Borrower and various other entities; (g) issuance of convertible debt, equity contributions or investments of less than $20,000,000.00 in the aggregate in any one fiscal year and $50,000,000.00 in the aggregate in any one fiscal year for the purpose of real estate acquisitions, provided, however, the aggregate amount of such does not exceed the sum of $100,000,000 during the period commencing on the Closing Date through and including the Termination Date; (h) repurchases of common stock of the Borrower; (i) deposits of cash with or acceptance of notes due from Wakefern made or done pursuant to the terms and provisions of any cooperative agreement between Borrower and Wakefern; (j) investments maintained with and arranged by Bank in connection with cash management services provided to Borrower by Bank; or (k) loans, advance and investments in Galloway and for the acquisition of the Galloway Premises. d. Section 5.9 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: SECTION 5.9. OWNERSHIP AND ORGANIZATIONAL CHANGES. Permit or effect any of the following: (a) any shares of stock of any Subsidiaries to be sold, transferred, conveyed, assigned, pledged, hypothecated, or otherwise encumbered, except for transfers to another Subsidiary; (b) any change in the capitalization or capital structure of Borrower or any Subsidiary (including the issuance of any new, additional or different type or class of stock, the modification, reduction or retirement of any existing class or type of stock or the changing or modifying of the voting power of any stock) if, as a result of that change, there would be a violation of any provision of this Agreement; (c) the Borrower or any Subsidiary enter into any merger or consolidation or participate in a joint venture with any other company, except that (i) any such transaction may take place between Subsidiaries if otherwise permitted under Section 5.5 hereof and (ii) to the extent that the aggregate amount of such does not exceed (A) $50,000,000 in any fiscal year and/or (B) $100,000,000 during the period commencing on the Closing Date through and including the Termination Date; (d) any Borrower or Subsidiary to acquire all or a substantial portion of the assets of any commercial person or entity, or acquire any assets or interest therein of any firm except (i) Permitted Acquisitions, (ii) those acquisitions


 
4 Wells /Village – Third Amendment to A&R Credit Agreement 4898-7933-6755, v. 3 made by the Borrower in the ordinary course of business (such as acquisitions of inventory, it being understood for purposes of this Section 5.9 that acquisitions of stores and acquisitions of selling space are not acquisitions in the ordinary course of Borrower's business) and/or (iii) investments or acquisitions as permitted pursuant to Section 5.5 hereof; or (e) any subsidiary to be created or acquired, except that a new subsidiary may be formed if it is wholly owned by the Borrower. Notwithstanding anything to the contrary in this Article V including, but not limited to, Section 5.3, Section 5.5 and this Section 5.9, (I) the aggregate amount of acquisitions permitted pursuant to the terms of Section 5.3, Section 5.5 and this Section 5.9 shall not exceed $75,000,000 during the period commencing on the Closing Date through and including the Termination Date and (II) the aggregate amount of investments permitted pursuant to the terms of Section 5.5 and this Section 5.9 shall not exceed $100,000,000 during the period commencing on the Closing Date through and including the Termination Date. e. Section 5.12 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: SECTION 5.12. CHANGE IN MANAGEMENT. Permit or suffer a change in management that would result in less than two of the following individuals being in active, full time and direct control of the business of Borrower and its Subsidiaries: Robert Sumas, John P. Sumas, John J. Sumas and/or Nicholas Sumas. f. The following definitions in Section 8.2 of the Credit Agreement are hereby deleted and are replaced to read as follows: “Permitted Acquisitions” shall mean acquisitions of the assets or Equity Interests of another Person (the “target”) so long as: (a) the total costs and liabilities (including without limitation, all assumed liabilities, all earn-out payments, deferred payments and the value of any other stock or assets transferred, assigned or encumbered with respect to such acquisitions) of all such acquisitions do not exceed the aggregate amount of $25,000,000 during any fiscal year and the aggregate amount of $75,000,000 during the period commencing on the Closing Date through and including the Termination Date, (b) with respect to the acquisition of Equity Interests, such target shall be added as a borrowing entity to this Agreement and be jointly and severally liable for all Obligations, (c) the target or property is used or useful in the Borrowers’ Permitted Businesses, (d) the board of directors (or other comparable governing body) of the target shall have duly approved the transaction, (e) Borrower shall have delivered to Bank (i) a pro forma balance sheet and pro forma financial statements and a Compliance Certificate demonstrating that, upon giving effect to such acquisition on a pro forma basis, Borrower would be in compliance with the financial covenants set forth in Section 4.9 as of the most recent fiscal quarter end, (ii) financial statements of the target for the two most recent fiscal years then ended, in form and substance reasonably acceptable to Bank, (iii) updated Schedules to this Agreement and (iv) all searches and other due diligence with regard to the target requested by the Bank from time to time and (f) no Default and/or Event of Default shall have occurred and/or will occur after giving pro forma effect to such acquisition. “Permitted Encumbrances” shall mean any of the following: (a) taxes, assessments and other governmental charges not yet due and payable or that can be paid without penalty, or that


 
5 Wells /Village – Third Amendment to A&R Credit Agreement 4898-7933-6755, v. 3 are currently being contested in good faith by appropriate proceedings; provided, the Borrower shall have set aside on its books adequate reserves for any tax, assessment or other governmental charges so being contested; (b) workmen's, repairmen's, warehousemen's and carriers' Liens and other similar Liens arising in the ordinary course of business for charges not delinquent or that are currently being contested in good faith by appropriate proceedings, provided the Borrower shall have set aside on its books adequate reserves for such Liens being contested; (c) easements, rights of way, exceptions, encroachments, reservations, restrictions, conditions or limitations that do not in the aggregate materially interfere with or impair the intended use of any property or render title to any property unmarketable; (d) rights reserved to, or vested in, any municipality or governmental or other public authority that do not in the aggregate materially interfere or impair the intended operation or use of any property or render title to any property unmarketable; (e) Liens on or in shares of capital stock of Wakefern owned by Borrower to secure Borrower's obligations to Wakefern to make capital contributions to Wakefern and Indebtedness owing to Wakefern with respect to the purchase of inventory; (f) purchase money Liens on property directly acquired with the proceeds of the liabilities secured by said Lien so long as (1) the amount of such liabilities does not exceed 100% of the fair market value of the property so encumbered and (2) the aggregate amount of all such liabilities does not exceed $15,000,000.00 at any time outstanding (exclusive of the liabilities secured by Liens permitted by clause (e); (g) purchase money Liens for equipment purchased under any Wakefern sponsored financing program so long as the Lien only affects and attaches to the equipment so purchased; and (h) liens in favor of Wakefern on deposits made with Wakefern. “Revolving Interest Rate” shall mean an interest rate per annum equal to the sum of (i) the greater of the Daily Simple SOFR and zero percent (0.00%) plus (ii) one and one quarter of one percent (1.25%) “Termination Date” shall mean April 30, 2030 or such other date as the Bank may agree in writing to extend the Termination Date until, without there being any obligation on the part of the Bank to extend the Termination Date. g. The following definitions are hereby added to Section 8.2 of the Credit Agreement to read as follows in alphabetical order: “Third Amendment” shall mean that certain Third Amendment to Amended and Restated Credit Agreement dated as of the Third Amendment Closing Date by and among the Borrower and the Bank. “Third Amendment Closing Date” shall mean as of April ___, 2025. 4) RELEASE. Borrower and its representatives, successors and assigns hereby jointly and severally, knowingly and voluntarily RELEASE, DISCHARGE and FOREVER WAIVE and RELINQUISH any and all claims, demands, obligations, liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatsoever kind or nature, whether known or unknown, which it has, may have or might have or may assert now or in the future against Bank directly or indirectly, arising out of, based upon or in any manner connected with any transaction, event, circumstance, action, failure to act or occurrence of


 
6 Wells /Village – Third Amendment to A&R Credit Agreement 4898-7933-6755, v. 3 any sort or type, in each case related to, arising from or in connection with the Credit Agreement and/or any other Loan Document, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the Third Amendment Closing Date. The Borrower hereby acknowledges and agrees that the execution of this Third Amendment by Bank shall not constitute an acknowledgment of or an admission by Bank of the existence of any such claims or of liability for any matter or precedent upon which liability may be asserted. 5) NO WAIVER OF DEFAULTS. This Third Amendment does not constitute (a) a waiver of, or a consent to, (i) any provision of the Credit Agreement or any other Loan Document except as expressly stated in this Third Amendment, if applicable, or (ii) any present or future violation of, or Default or Event of Default under, any provision of the Credit Agreement or any other Loan Document, or (b) a waiver of Bank’s right to insist upon future compliance with each term, covenant, condition and provision of the Credit Agreement or any other Loan Document. The Borrower hereby acknowledges and agrees that failure to comply with any terms and/or conditions set forth herein shall be an Event of Default under the Credit Agreement and the other Loan Documents. 6) ACKNOWLEDGMENTS. Borrower acknowledges and represents that: (a) the Credit Agreement and the other Loan Documents, as amended hereby, are in full force and effect without any defense, claim, counterclaim, right or claim of set-off; (b) to the best of its knowledge, no default by the Bank in the performance of its duties under the Credit Agreement or the other Loan Documents has occurred; (c) all representations and warranties of the Borrower contained herein, in the Credit Agreement and in the other Loan Documents are true and correct in all material respects as of this date, except for any representation or warranty that specifically refers to an earlier date; (d) No Material Adverse Effect has occurred during the period commencing on the Closing Date through and including the Third Amendment Closing Date; (e) Borrower has taken all necessary action to authorize the execution and delivery of this Third Amendment; and (f) this Third Amendment is a modification of an existing obligation and is not a novation. 7) EFFECT ON THE LOAN AGREEMENT. Upon the effectiveness of this Third Amendment: (a) each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Credit Agreement as amended hereby; (b) all references in the other Loan Documents to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby; and (c) except as specifically amended herein, the Credit Agreement, and all other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed.


 
7 Wells /Village – Third Amendment to A&R Credit Agreement 4898-7933-6755, v. 3 8) MISCELLANEOUS. This Third Amendment shall be construed in accordance with and governed by the laws of the State of New Jersey, without reference to that state’s conflicts of law principles. This Third Amendment, the Credit Agreement and the other Loan Documents constitute the sole agreement of the parties with respect to the subject matter thereof and supersede all oral negotiations and prior writings with respect to the subject matter thereof. No amendment of this Third Amendment, and no waiver of any one or more of the provisions hereof shall be effective unless set forth in writing and signed by the parties hereto. The illegality, unenforceability or inconsistency of any provision of this Third Amendment shall not in any way affect or impair the legality, enforceability or consistency of the remaining provisions of this Third Amendment, the Credit Agreement or the other Loan Documents. This Third Amendment, the Credit Agreement and the other Loan Documents are intended to be consistent. However, in the event of any inconsistencies among this Third Amendment, the Credit Agreement and/or any of the other Loan Documents, the terms of the Credit Agreement as modified by this Third Amendment shall control. The parties hereto shall execute and deliver such additional documents and take such additional action as may be necessary or desirable to effectuate the provisions and purposes of this Third Amendment. This Third Amendment may be executed in any number of counterparts and by the different parties on separate counterparts. Each such counterpart shall be deemed an original, but all such counterparts shall together constitute one and the same agreement. 9) Waiver of Jury Trial. To the fullest extent permitted by applicable law, Borrower hereby irrevocably waives any right to trial by jury of any claim, demand, action or cause of action arising under this Third Amendment or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Third Amendment or the transactions contemplated hereby, in each instance whether now existing or hereafter arising and whether in contract, tort, equity or otherwise. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


 
8 Wells /Village – Third Amendment to A&R Credit Agreement 4898-7933-6755, v. 3 IN WITNESS WHEREOF, the undersigned have signed and sealed this Third Amendment the day and year first above written. VILLAGE SUPER MARKET, INC. By:__________________________ Name: John Van Orden Title: Chief Financial Officer VILLAGE SUPER MARKET OF NJ, L.P. By: Village Super Market, Inc., a New Jersey corporation, its General Partner By:________________________ Name: John Van Orden Title: Chief Financial Officer VILLAGE SUPERMARKET OF MARYLAND LLC By: Village Super Market, Inc., a New Jersey corporation, its Sole Member By:_________________________ Name: John Van Orden Title: Chief Financial Officer VILLAGE SUPER MARKET OF PA, LLC By: Village Super Market, Inc., a New Jersey corporation, its Sole Member By:_________________________ Name: John Van Orden Title: Chief Financial Officer [SIGNATURE PAGES TO THE THIRD AMENDMENT TO A&R CREDIT AGREEMENT – Additional Signature Pages Follow] /s/ John Van Orden /s/ John Van Orden /s/ John Van Orden /s/ John Van Orden


 
9 Wells /Village – Third Amendment to A&R Credit Agreement 4898-7933-6755, v. 3 VSM NEW MARKETS, LLC By: Village Super Market, Inc., a New Jersey corporation, its Sole Member By:_________________________ Name: John Van Orden Title: Chief Financial Officer VSM GOURMET, LLC By: Village Super Market, Inc., a New Jersey corporation, its Sole Member By:_________________________ Name: John Van Orden Title: Chief Financial Officer VSM NY HOLDINGS LLC By: Village Super Market, Inc., a New Jersey corporation, its Sole Member By:_________________________ Name: John Van Orden Title: Chief Financial Officer GREATER MORRISTOWN RESTAURANT, LLC By: Village Super Market, Inc., a New Jersey corporation, its Sole Member By:_________________________ Name: John Van Orden Title: Chief Financial Officer [SIGNATURE PAGES TO THE THIRD AMENDMENT TO A&R CREDIT AGREEMENT – Additional Signature Pages Follow] /s/ John Van Orden /s/ John Van Orden /s/ John Van Orden /s/ John Van Orden


 
10 Wells /Village – Third Amendment to A&R Credit Agreement 4898-7933-6755, v. 3 HANOVER AND HORSEHILL DEVELOPMENT LIMITED LIABILITY COMPANY By: Village Super Market, Inc., a New Jersey corporation, its Manager By:_________________________ Name: John Van Orden Title: Chief Financial Officer DELILAH PROPERTIES LLC By: Village Super Market, Inc., a New Jersey corporation, its Sole Member By:_________________________ Name: John Van Orden Title: Chief Financial Officer FIRE BRANDS INNOVATION LLC By:__________________________ Name: John Van Orden Title: Manager VSM NY DISTRIBUTION LLC By: Village Super Market, Inc., a New Jersey corporation, its Sole Member By:_________________________ Name: John Van Orden Title: Chief Financial Officer [SIGNATURE PAGES TO THE THIRD AMENDMENT TO A&R CREDIT AGREEMENT – Additional Signature Pages Follow] /s/ John Van Orden /s/ John Van Orden /s/ John Van Orden /s/ John Van Orden


 
11 Wells /Village – Third Amendment to A&R Credit Agreement 4898-7933-6755, v. 3 VILLAGE GALLOWAY SHOPPING CENTER LLC By: Village Super Market, Inc., a New Jersey corporation, its Manager By:_________________________ Name: John Van Orden Title: Chief Financial Officer VILLAGE VINELAND 3600 LANDIS LLC By: Village Super Market, Inc., a New Jersey corporation, its Sole Member By:_________________________ Name: John Van Orden Title: Chief Financial Officer VILLAGE SUPER MARKET OF NY, LLC By: Village Super Market, Inc., a New Jersey corporation, its Sole Member By:_________________________ Name: John Van Orden Title: Chief Financial Officer [SIGNATURE PAGES TO THE THIRD AMENDMENT TO A&R CREDIT AGREEMENT – Additional Signature Page Follows] /s/ John Van Orden /s/ John Van Orden /s/ John Van Orden


 
12 Wells /Village – Third Amendment to A&R Credit Agreement 4898-7933-6755, v. 3 BANK: WELLS FARGO BANK, NATIONAL ASSOCIATION By:_____________________________ Name: Catherine Alessi Title: Senior Vice President [SIGNATURE PAGES TO THE THIRD AMENDMENT TO A&R CREDIT AGREEMENT - Last Signature Page] /s/ Catherine Alessi


 
EX-31.1 3 vlgea20250426ex-311.htm EX-31.1 Document
 Exhibit 31.1

I, John J. Sumas, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Village Super Market, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries is made known to us by others within those entities, particularly during the period in which this report is being prepared;
   
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
   
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
   
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial  information; and
   
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: June 4, 2025 /s/ John J. Sumas
  John J. Sumas
  Chief Executive Officer

EX-31.2 4 vlgea20250426ex-312.htm EX-31.2 Document
Exhibit 31.2
 
I, John Van Orden, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Village Super Market, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries is made known to us by others within those entities, particularly during the period in which this report is being prepared;
   
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
   
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
   
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial  information; and
   
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: June 4, 2025  
  /s/ John Van Orden
  John Van Orden
  Chief Financial Officer &
  Principal Financial Officer


EX-32.1 5 vlgea20250426ex-321.htm EX-32.1 Document
Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly Report of Village Super Market, Inc. (the “Company”) on Form 10-Q for the period ended April 26, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John J. Sumas, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


  /s/ John J. Sumas
  John J. Sumas
  Chief Executive Officer
  June 4, 2025


EX-32.2 6 vlgea20250426ex-322.htm EX-32.2 Document
Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Village Super Market, Inc. (the “Company”) on Form 10-Q for the period ended April 26, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John Van Orden certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


  /s/ John Van Orden
  John Van Orden
  Chief Financial Officer &
  Principal Financial Officer
  June 4, 2025


EX-99.1 7 vlgea20250426-exhibit991.htm EX-99.1 Document
Exhibit 99.1


VILLAGE SUPER MARKET, INC.
REPORTS RESULTS FOR THE THIRD QUARTER ENDED
APRIL 26, 2025
Contact: John Van Orden, CFO
  (973) 467-2200
  villageinvestorrelations@wakefern.com
Springfield, New Jersey – June 3, 2025 - Village Super Market, Inc. (NSD-VLGEA) today reported its results of operations for the third quarter ended April 26, 2025.

Third Quarter Highlights
•Net income of $11.2 million, an increase of 24% compared to $9.0 million in the third quarter of the prior year
•Adjusted net income of $11.6 million, an increase of 21% compared to adjusted net income of $9.6 million in the third quarter of the prior year
•Sales increased 3.2% and same store sales increased 1.9%
•Same store digital sales increased 10%
•Grand opening of a 72,000 sq. ft. ShopRite replacement store in Watchung, NJ
Year-To-Date Fiscal 2025 Highlights
•Net income of $40.9 million, an increase of 17% compared to $35.0 million in the prior year-to-date period
•Adjusted net income of $41.3 million, an increase of 16% compared to adjusted net income of $35.7 million in the prior year-to-date period
•Sales increased 3.8% and same store sales increased 2.2%
•Same store digital sales increased 10%
Third Quarter of Fiscal 2025 Results
Sales were $563.7 million in the 13 weeks ended April 26, 2025 compared to $546.4 million in the 13 weeks ended April 27, 2024. Sales increased due to an increase in same store sales of 1.9%, the opening of the Watchung, NJ replacement store on April 9, 2025 and the opening of the Old Bridge, NJ replacement store on March 17, 2024. Same store sales increased due primarily to digital sales growth, continued growth in recently remodeled stores, higher pharmacy sales and inflation in the meat and dairy departments. 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 as a percentage of sales increased to 28.77% in the 13 weeks ended April 26, 2025 compared to 28.54% in the 13 weeks ended April 27, 2024 due primarily to higher patronage dividends and other rebates received from Wakefern (.39%) decreased warehouse assessment charges from Wakefern (.07%) and lower LIFO charges (.04%) partially offset by decreased departmental gross margin percentages (.13%), an unfavorable change in product mix (.13%) and higher promotional spending (.01%).
Operating and administrative expense as a percentage of sales decreased to 24.78% in the 13 weeks ended April 26, 2025 compared to 25.19% in the 13 weeks ended April 27, 2024. Adjusted operating and administrative expenses decreased to 24.66% in the 13 weeks ended April 26, 2025 compared to 25.03% in the 13 weeks ended April 27, 2024.


Exhibit 99.1

The decrease in Adjusted operating and administrative expenses is due primarily to lower employee costs (.24%), advertising expenses (.09%), security spending (.09%) and facility insurance costs (.06%) partially offset by increased utilities rates (.07%) .
Depreciation and amortization expense increased in the 13 weeks ended April 26, 2025 compared the 13 weeks ended April 27, 2024 due primarily to capital expenditures.
Interest expense decreased in the 13 weeks ended April 26, 2025 compared to the 13 weeks ended April 27, 2024 due primarily to lower average outstanding debt balances.
Interest income decreased in the 13 weeks ended April 26, 2025 compared to the 13 weeks ended April 27, 2024 due primarily to lower interest rates on variable rate notes receivable from Wakefern and demand deposits invested at Wakefern.
The Company’s effective income tax rate was 30.6% in the 13 weeks ended April 26, 2025 compared to 30.1% in the 13 weeks ended April 27, 2024.

Year-To-Date Fiscal 2025 Results
Sales were $1.721 billion in the 39 weeks ended April 26, 2025 compared to $1.658 billion in the 39 weeks ended April 27, 2024. Sales increased due to an increase in same store sales of 2.2%, the opening of the Watchung, NJ replacement store on April 9, 2025 and the opening of the Old Bridge, NJ replacement store on March 17, 2024. Same store sales increased due primarily to digital sales growth, continued growth in recently remodeled stores, higher pharmacy sales and inflation in the meat and dairy departments.
Gross profit as a percentage of sales increased to 28.71% in the 39 weeks ended April 26, 2025 compared to 28.48% in the 39 weeks ended April 27, 2024 due primarily to higher patronage dividends and rebates received from Wakefern (.24%), decreased warehouse assessment charges from Wakefern (.11%), increased departmental gross margin percentages (.07%) and lower LIFO charges (.05%) partially offset by an unfavorable change in product mix (.16%) and higher promotional spending (.07%).
Operating and administrative expense as a percentage of sales decreased to 24.20% in the 39 weeks ended April 26, 2025 compared to 24.39% in the 39 weeks ended April 27, 2024. Adjusted operating and administrative expense as a percentage of sales decreased to 24.16% in the 39 weeks ended April 26, 2025 compared to 24.33% in the 39 weeks ended April 27, 2024. The decrease in Adjusted operating and administrative expenses is due primarily to sales leverage on occupancy and facility costs (.10%), lower facility insurance costs (.06%), reduced supply spending (.06%), lower legal and consulting fees (.05%) and decreased security spending (.05%) partially offset by higher utility rates (.08%) and increased external fees associated with digital sales growth (.06%).
Depreciation and amortization expense increased in the 39 weeks ended April 26, 2025 compared to the 39 weeks ended April 27, 2024 due primarily to capital expenditures.
Interest expense decreased in the 39 weeks ended April 26, 2025 compared to the 39 weeks ended April 27, 2024 due primarily to lower average outstanding debt balances.
Interest income decreased in the 39 weeks ended April 26, 2025 compared to the 39 weeks ended April 27, 2024 due primarily to lower interest rates earned on variable rate notes receivable from Wakefern and demand deposits invested at Wakefern.
The effective income tax rate was 31.0% in the 39 weeks ended April 26, 2025 compared to 31.1% in the 39 weeks ended April 27, 2024.
Village Super Market operates a chain of 34 supermarkets in New Jersey, New York, Maryland and Pennsylvania under the ShopRite and Fairway banners and three Gourmet Garage specialty markets in New York City.

Forward Looking Statements

All statements, other than statements of historical fact, included in this Press Release are or may be considered forward-looking statements within the meaning of federal securities law. The Company cautions the reader that there is no assurance that actual results or business conditions will not differ materially from future results, whether 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. The following are among the principal factors that could cause actual results to differ from the forward-looking statements: general economic conditions; competitive pressures from the Company’s operating environment; the ability of the Company to maintain and improve its sales and margins; the ability to attract and retain qualified associates; the availability of new store locations; the availability of capital; the liquidity of the Company; the success of operating initiatives; consumer spending patterns; the impact of changing energy prices; increased cost of goods sold, including increased costs from the Company’s principal supplier, Wakefern; disruptions or changes in Wakefern's operations; the results of litigation; the results of tax examinations; the results of union contract negotiations; competitive store openings and closings; the rate of return on pension assets; labor shortages; disruptions to supply chains; and other factors detailed herein and in the Company’s filings with the SEC.


Exhibit 99.1


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 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.







Exhibit 99.1

VILLAGE SUPER MARKET, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts) (Unaudited)

  13 Weeks Ended 13 Weeks Ended
39 Weeks Ended
39 Weeks Ended
  April 26,
2025
April 27,
2024
April 26,
2025
April 27,
2024
Sales $ 563,669  $ 546,396  $ 1,721,016  $ 1,658,329 
Cost of sales 401,488  390,464  1,226,951  1,186,007 
Gross profit 162,181  155,932  494,065  472,322 
Operating and administrative expense 139,683  137,650  416,457  404,419 
Depreciation and amortization 8,773  8,078  25,758  25,108 
Operating income 13,725  10,204  51,850  42,795 
Interest expense (899) (1,015) (2,871) (3,125)
Interest income 3,256  3,634  10,228  11,202 
Income before income taxes 16,082  12,823  59,207  50,872 
Income taxes 4,921  3,857  18,349  15,842 
Net income $ 11,161  $ 8,966  $ 40,858  $ 35,030 
Net income per share:      
Class A common stock:        
Basic $ 0.84  $ 0.67  $ 3.07  $ 2.63 
Diluted $ 0.75  $ 0.60  $ 2.76  $ 2.36 
Class B common stock:      
Basic $ 0.54  $ 0.44  $ 1.99  $ 1.71 
Diluted $ 0.54  $ 0.44  $ 1.99  $ 1.71 
Gross profit as a % of sales 28.77  % 28.54  % 28.71  % 28.48  %
Operating and administrative expense as a % of sales 24.78  % 25.19  % 24.20  % 24.39  %












Exhibit 99.1

VILLAGE SUPER MARKET, INC.
RECONCILIATION OF NON-GAAP MEASURE
(In thousands) (Unaudited)

The following tables reconciles Net income to Adjusted net income and Operating and administrative expenses to Adjusted operating and administrative expenses:

13 Weeks Ended 39 Weeks Ended
April 26,
2025
April 27,
2024
April 26,
2025
April 27,
2024
Net Income $ 11,161  $ 8,966  $ 40,858  $ 35,030 
Adjustments to Operating Expenses:
Store pre-opening costs (1) 684  907  684  907 
Adjustments to Income Taxes:
Tax impact of adjustments to operating expenses (212) (281) (212) (281)
Adjusted net income $ 11,633  $ 9,592  $ 41,330  $ 35,656 
Operating and administrative expenses $ 139,683  $ 137,650  $ 416,457  $ 404,419 
Adjustments to operating and administrative expenses (684) (907) (684) (907)
Adjusted operating and administrative expenses 138,999  136,743  415,773  403,512 
Adjusted operating and administrative expenses as a % of sales 24.66  % 25.03  % 24.16  % 24.33  %

(1) Fiscal 2025 pre-opening costs are associated with opening of the Watchung, NJ ShopRite replacement store that opened on April 9, 2025 and fiscal 2024 pre-opening costs are associated with the opening of the Old Bridge, NJ ShopRite replacement store that opened on March 17, 2024.