VILLAGE SUPER MARKET INC - Quarter Report: 2006 October (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D. C. 20549
FORM
10-Q
(Mark
One)
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[x]
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QUARTERLY
REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934.
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For
the quarterly period ended: October 28, 2006
OR
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[ ]
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TRANSITION
REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934.
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Commission
File No. 0-2633
VILLAGE
SUPER MARKET, INC.
(Exact
name of registrant as specified in its charter)
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NEW
JERSEY
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22-1576170
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(State
or other jurisdiction of incorporation or organization)
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(I.
R. S. Employer Identification No.)
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733
MOUNTAIN AVENUE, SPRINGFIELD, NEW JERSEY
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07081
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(Address
of principal executive offices)
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(Zip
Code)
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(973)
467-2200
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(Registrant's
telephone number, including area
code)
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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 X
No
___
Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12-b2 of the Exchange Act. (Check
one):
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Large
accelerated filer
_____
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Accelerated
filer
_____
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Non-accelerated
filer __ X
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Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes ___ No _X_
Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date:
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December
4, 2006
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Class
A Common Stock, No Par Value
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1,642,913
Shares
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Class
B Common Stock, No Par Value
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1,594,076
Shares
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VILLAGE
SUPER MARKET, INC.
INDEX
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PART
I
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PAGE
NO.
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FINANCIAL
INFORMATION
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Item
1. Financial Statements (Unaudited)
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Consolidated
Condensed Balance Sheets .
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3
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Consolidated
Condensed Statements of Operations
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4
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Consolidated
Condensed Statements of Cash Flows
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5
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Notes
to Consolidated Condensed Financial Statements
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6-7
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Item
2. Management's Discussion and Analysis of Financial Condition
and Results
of Operations
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7-11
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Item
3. Quantitative & Qualitative Disclosures about Market
Risk
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11
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Item
4. Controls and Procedures
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11-12
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PART
II
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OTHER
INFORMATION
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Item
6. Exhibits
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12
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Signatures
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12
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2
PART
I
- FINANCIAL INFORMATION
Item
1. Financial Statements
VILLAGE
SUPER MARKET, INC.
CONSOLIDATED
CONDENSED BALANCE SHEETS
(in
Thousands) (Unaudited)
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October
28,
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July
29,
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||||||
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2006
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2006
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|||||
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ASSETS
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|||||||
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Current
assets
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|||||||
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Cash
and cash equivalents
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$
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42,402
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$
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74,711
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|||
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Merchandise
inventories
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30,646
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29,523
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|||||
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Patronage
dividend receivable
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7,958
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5,740
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|||||
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Other
current assets
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9,856
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9,809
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|||||
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Total
current assets
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90,862
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119,783
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|||||
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Notes
receivable from Wakefern
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27,762
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----
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|||||
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Property,
equipment and fixtures, net
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122,440
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122,539
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|||||
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Investment
in Wakefern, at cost
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16,391
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15,670
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|||||
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Goodwill
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10,605
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10,605
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|||||
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Other
assets
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2,872
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2,878
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|||||
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TOTAL
ASSETS
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$
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270,932
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$
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271,475
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|||
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LIABILITIES
AND SHAREHOLDERS' EQUITY
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|||||||
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Current
liabilities
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|||||||
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Current
portion of long-term debt
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$
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5,845
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$
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5,845
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|||
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Current
portion of notes payable to Wakefern
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1,040
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580
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|||||
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Accounts
payable to Wakefern
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41,565
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43,791
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|||||
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Accounts
payable and accrued expenses
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27,392
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25,471
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|||||
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Total
current liabilities
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75,842
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75,687
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|||||
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Long-term
debt
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22,227
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26,892
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|||||
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Notes
payable to Wakefern
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327
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218
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|||||
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Other
liabilities
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18,286
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18,173
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|||||
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Commitments
and contingencies
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|||||||
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Shareholders'
equity
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|||||||
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Class
A common stock - no par value, issued 1,818 shares
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21,184
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20,909
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|||||
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Class
B common stock - no par value, 1,594 shares issued and
outstanding
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1,035
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1,035
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|||||
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Retained
earnings
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137,287
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133,818
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|||||
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Accumulated
other comprehensive loss
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(2,801
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)
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(2,801
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)
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|||
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Less
cost of 175 Class A treasury shares
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(2,455
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)
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(2,456
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)
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|||
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Total
shareholders’ equity
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154,250
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150,505
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|||||
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TOTAL
LIABILITIES & SHAREHOLDERS’ EQUITY
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$
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270,932
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$
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271,475
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|||
See
accompanying Notes to Consolidated Condensed Financial Statements.
3
VILLAGE
SUPER MARKET, INC.
CONSOLIDATED
CONDENSED STATEMENTS OF OPERATIONS
(in
Thousands) (Unaudited)
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13
Weeks Ended
October
28, 2006
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13
Weeks Ended
October
29, 2005
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||||||
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Sales
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$
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251,469
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$
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243,445
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|||
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Cost
of sales
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184,091
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180,036
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|||||
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Gross
profit
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67,378
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63,409
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|||||
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Operating
and administrative expense
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57,181
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55,090
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|||||
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Depreciation
and amortization
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2,987
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2,802
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|||||
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Operating
income
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7,210
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5,517
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|||||
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Interest
expense
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715
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813
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|||||
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Interest
income
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(769
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)
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(386
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)
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Income
before income taxes
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7,264
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5,090
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|||||
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Income
taxes
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3,044
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2,122
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|||||
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Net
income
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$
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4,220
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$
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2,968
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|||
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Net
income per share:
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|||||||
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Basic
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$
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1.32
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$
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.93
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|||
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Diluted
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$
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1.30
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$
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.92
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|||
See
accompanying Notes to Consolidated Condensed Financial Statements.
4
VILLAGE
SUPER MARKET, INC.
CONSOLIDATED
CONDENSED STATEMENTS OF CASH FLOWS
(in
Thousands) (Unaudited)
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13
Wks. Ended
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13
Wks.Ended
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||||||
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Oct.
28, 2006
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Oct.
29, 2005
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||||||
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CASH
FLOWS FROM OPERATING ACTIVITIES
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|||||||
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Net
income
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$
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4,220
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$
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2,968
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Adjustments
to reconcile net income to net cash provided by operating
activities:
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|||||||
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Gain
on sale of assets
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---
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(
410
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)
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||||
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Depreciation
and amortization
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2,987
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2,802
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|||||
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Deferred
taxes
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(
225
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)
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300
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||||
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Provision
to value inventories at LIFO
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250
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250
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|||||
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Non-cash
share-based compensation
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272
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265
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|||||
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Changes
in assets and liabilities:
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|||||||
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Merchandise
inventories
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(1,373
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)
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(
677
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)
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|||
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Patronage
dividend receivable
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(2,218
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)
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(2,182
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)
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|||
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Accounts
payable to Wakefern
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(2,226
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)
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(1,276
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)
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|||
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Accounts
payable and accrued expenses
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1,921
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1,178
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|||||
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Other
assets and liabilities
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297
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(
750
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)
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||||
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Net
cash provided by operating activities
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3,905
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2,468
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|||||
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CASH
FLOWS FROM INVESTING ACTIVITIES
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|||||||
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Investment
in notes receivable from Wakefern
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(27,762
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)
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---
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||||
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Capital
expenditures
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(
2,888
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)
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(3,072
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)
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|||
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Proceeds
from sale of assets
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---
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430
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|||||
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Net
cash used in investing activities
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(30,650
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)
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(2,642
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)
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|||
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CASH
FLOWS FROM FINANCING ACTIVITIES
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|||||||
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Proceeds
from exercise of stock options
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1
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---
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|||||
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Tax
benefit related to share-based compensation
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2
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---
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|||||
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Principal
payments of long-term debt
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(4,816
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)
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(5,035
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)
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|||
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Dividends
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(
751
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)
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(
841
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)
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|||
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Net
cash used in financial activities
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(5,564
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)
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(5,876
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)
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|||
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NET
DECREASE IN CASH AND CASH EQUIVALENTS
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(32,309
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)
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(6,050
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)
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|||
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CASH
AND CASH EQUIVALENTS, BEGINNING OF PERIOD
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74,711
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62,842
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|||||
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CASH
AND CASH EQUIVALENTS, END OF PERIOD
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$
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42,402
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$
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56,792
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|||
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SUPPLEMENTAL
DISCLOSURES OF CASH PAYMENTS
MADE FOR
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|||||||
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Interest
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$
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1,126
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$
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1,289
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|||
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Income
taxes
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$
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635
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$
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300
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|||
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NONCASH
SUPPLEMENTAL DISCLOSURES:
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|||||||
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Investment
in Wakefern
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$
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721
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$
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---
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|||
See
accompanying Notes to Consolidated Condensed Financial Statements.
5
VILLAGE
SUPER MARKET, INC.
NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(in
Thousands) (Unaudited)
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1.
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In the opinion of management, the accompanying unaudited consolidated
condensed financial statements contain all adjustments (consisting
of
normal and recurring accruals) necessary to present fairly the
consolidated financial position as of October 28, 2006 and the
consolidated results of operations and cash flows for the thirteen
week
periods ended October 28, 2006 and October 29,
2005.
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The significant accounting policies followed by Village Super Market, Inc.
(the
“Company”) are set forth in Note 1 to the Company's consolidated financial
statements in the July 29, 2006 Village Super Market, Inc. Annual Report
on Form
10-K, which should be read in conjunction with these financial
statements.
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2.
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The results of operations for the period ended October 28, 2006
are not
necessarily indicative of the results to be expected for the full
year.
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3.
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At both October 28, 2006 and July 29, 2006, approximately 70% 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 $12,045 and $11,795 higher than reported
at
October 28, 2006 and July 29, 2006,
respectively.
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4.
|
The number of common shares outstanding for calculation of net
income per
share is as follows:
|
|
October
28,
|
October
29,
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||||||
|
2006
|
2005
|
||||||
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Weighted
average shares outstanding - basic
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3,185
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3,184
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|||||
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|
|||||
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Dilutive
effect of share-based compensation
|
59
|
51
|
|||||
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|
||||||
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Weighted
average shares outstanding - diluted
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3,244
|
3,235
|
|||||
Options
to purchase 2 Class A shares were excluded from the calculation of diluted
net
income per share at October 28, 2006 as a result of their anti-dilutive effect
(none at October 29, 2005).
|
5.
|
Comprehensive income was $4,220 and $2,968 for the quarters ended
October
28, 2006 and October 29, 2005, respectively, the same as net income
in
each quarter.
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6
|
6.
|
The Company sponsors four defined benefit pension plans. Net periodic
pension costs for the four plans includes the following
components:
|
|
13
Weeks Ended
|
13
Weeks Ended
|
||||||
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October
28, 2006
|
October
29, 2005
|
||||||
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Service
cost
|
$
|
480
|
$
|
524
|
|||
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Interest
cost on projected benefit obligations
|
408
|
363
|
|||||
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Expected
return on plan assets
|
(
310
|
)
|
(
263
|
)
|
|||
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Net
amortization and deferral
|
185
|
269
|
|||||
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Net
periodic pension cost
|
$
|
763
|
$
|
893
|
|||
As of October 28, 2006, the Company has contributed $91 to its
pension plans in fiscal 2007. The Company expects to contribute an additional
$1,909 during the remainder of fiscal 2007 to fund its pension
plans.
| 7. |
On
September 29, 2006 the Company invested $27,762 in notes receivable
from
Wakefern. These funds were previously invested in demand deposits
at
Wakefern. The initial fifteen month term of these notes will automatically
be extended for additional, recurring 90 day periods unless, not
later
than one year prior to the due date, the Company notifies Wakefern
requesting payment on the due date. Approximately half of these
notes earn
interest at the prime rate less 1.25% and approximately half of
the notes
earn a fixed rate of 7%. In September 2006, the Company increased
its
investment in Wakefern common stock by $721.
|
ITEM
2.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND
RESULTS OF OPERATIONS
(Dollars
in Thousands)
OVERVIEW
The Company operates a chain of 23 ShopRite supermarkets in
New Jersey and eastern Pennsylvania. The Company is the second largest member
of
Wakefern Food Corporation (“Wakefern”), the nation’s largest retailer-owned food
cooperative. As further described in the Company’s Form 10-K, this ownership
interest in Wakefern provides the Company many of the economies of scale
in
purchasing, distribution, advanced retail technology and advertising associated
with larger chains.
The Company’s stores, five of which are owned, average 55,000 total square feet. Larger store sizes enable the Company to offer the specialty departments that customers desire for one-stop shopping, including pharmacies, natural and organic departments, ethnic and international foods, and home meal replacement.
7
We consider a variety of indicators to evaluate our performance, such as
same
store sales; sales per store; percentage of total sales by department (mix);
shrink; departmental gross profit percentage; sales per labor hour; and hourly
labor rates. In recent years, the Company, as well as many of our competitors,
has faced substantial increases in employee health and pension costs and
in
rates charged by utilities for electricity and gas. These trends are expected
to
continue in fiscal 2007.
RESULTS
OF OPERATIONS
Sales.
Sales were $251,469 in the first quarter of fiscal 2007, an increase of 3.3%
from the first quarter of the prior year. Same store sales also increased
3.3%.
Improved sales in the recently remodeled Springfield and Bernardsville stores
and the replacement store in Somers Point contributed to the sales increase.
These improvements were partially offset by reduced sales in one store due
to a
competitive store opening. An additional competitive store opening occurred
in
early November and is expected to impact the second quarter of fiscal 2007.
New
stores and replacement stores are included in same store sales in the quarter
after the store has been in operation for four full quarters. Store renovations
are included in same store sales immediately.
Gross
Profit.
Gross profit as a percentage of sales increased to 26.8% in the first quarter
of
fiscal 2007 compared to 26.0% in the first quarter of the prior year. As
a
percentage of sales, gross profit increased primarily due to higher gross
margins in most departments (.36%), lower promotional spending (.27%) and
improved product mix (.11%).
Operating
and Administrative Expense.
Operating and administrative expense as a percentage of sales increased to
22.7%
in the first quarter of fiscal 2007 compared to 22.6% in the first quarter
of
the prior year. As a percentage of sales, operating and administrative expense
increased primarily due to increased repair and maintenance (.10%) and utility
costs (.07%). These increases were partially offset by lower payroll costs
(.11%).
Depreciation
and Amortization.
Depreciation and amortization expense increased in the first quarter of fiscal
2007 compared to the first quarter of the prior year due to depreciation
on
fixed asset additions.
Interest
Expense.
Interest
expense decreased in the first quarter of fiscal 2007 compared to the first
quarter of the prior year due to reductions in debt outstanding.
8
Interest Income.
Interest
income increased in the first quarter of fiscal 2007 compared to the first
quarter of the prior year primarily due to higher rates received on excess
cash
invested at Wakefern.
Income Taxes.
The effective income tax rate was 41.9% in the first quarter of fiscal 2007
compared to 41.7% in the first quarter of the prior year.
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 and goodwill, accounting for patronage dividends earned
as
a stockholder of Wakefern, and accounting for pension plans are described
in the
Company’s Annual Report on Form 10-K for the year ended July 29, 2006. As of
October 28, 2006, there have been no changes to any of 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
$3,905 in the first quarter of fiscal 2007 compared with $2,468 in the first
quarter of the prior year. This increase is primarily attributable to higher
net
income in the current fiscal year.
During the first quarter of fiscal 2007, the
Company used cash on hand and operating cash flow of $3,905 to fund capital
expenditures of $2,888, debt payments of $4,816 and dividends of $751. Debt
payments made include the fourth installment of $4,286 on the Company’s
unsecured Senior Notes. On September 29, 2006 the Company invested $27,762
in
notes receivable from Wakefern. These funds were previously invested in demand
deposits at Wakefern. The initial fifteen month term of these notes will
automatically be extended for additional, recurring 90 day periods unless,
not
later than one year prior to the due date, the Company notifies Wakefern
requesting payment on the due date. Approximately half of these notes earn
interest at the prime rate less 1.25% and approximately half of the notes
earn a
fixed rate of 7%.
9
Working capital was $15,020 at October 28, 2006
compared to $44,096 at July 29, 2006. The working capital ratio was 1.20
to 1 at
October 28, 2006 compared to 1.58 to 1 at July 29, 2006. Working capital
declined primarily due to the investment of excess cash in fifteen month
notes
receivable from Wakefern. The Company’s working capital needs are reduced, since
inventory is generally sold by the time payments to Wakefern and other suppliers
are due.
The Company has budgeted $14,000 for capital
expenditures in fiscal 2007. The Rio Grande remodel was completed in the
first
quarter. The construction of a new store in Franklin, New Jersey is expected
to
begin during the second quarter of fiscal 2007. The Company’s primary sources of
liquidity in fiscal 2007 are expected to be cash and cash equivalents on
hand
and operating cash flow generated in fiscal 2007. There have been no substantial
changes as of October 28, 2006 to the contractual obligations and commitments
discussed on page 7 of the Company’s Annual Report on Form 10-K for the year
ended July 29, 2006.
RELATED
PARTY TRANSACTIONS
A description of the Company’s transactions with
Wakefern, its principal supplier, and with other related parties is included
on
pages 7, 8, 16 and 19 of the Company’s Annual Report on Form 10-K for the year
ended July 29, 2006. There have been no significant changes in the Company’s
relationship or nature of transactions with related parties during the first
quarter of fiscal 2007 except for the investment in notes receivable from
Wakefern described previously herein and an additional required investment
in
Wakefern common stock of $721.
FORWARD-LOOKING
STATEMENTS
All statements, other than statements of historical fact,
included in this Form 10-Q 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:
local 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 higher energy prices; increased cost of goods sold,
including increased costs from the Company’s principal supplier, Wakefern; the
results of union contract negotiations; competitive store openings; the rate
of
return on pension assets; and other factors detailed herein and in other
filings
of the Company.
10
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risks arising from adverse changes in
interest rates. As of October 28, 2006 the Company’s only variable rate
borrowings relate to an interest rate swap agreement. On October 18, 2001,
the
Company entered into an interest rate swap agreement with a major financial
institution pursuant to which the Company pays a variable rate of six-month
LIBOR plus 3.36% (8.76% at October 28, 2006) on an initial notional
amount of $10,000 expiring in September 2009 in exchange for a fixed rate
of
8.12%. The swap agreement notional amount decreases in amounts and on dates
corresponding to the fixed rate obligation it hedges. At October 28, 2006
the
remaining notional amount of the swap agreement was $4,286. A 1% increase
in
interest rates, applied to the Company’s borrowings at October 28, 2006 would
result in an annual increase in interest expense and a corresponding reduction
in cash flow of approximately $43. The fair value of the Company’s fixed rate
debt is also affected by changes in interest rates.
At October 28, 2006, the Company had demand deposits of
$26,747 at Wakefern earning interest at overnight money market rates, which
are
exposed to the impact of interest rate changes. At October 28, 2006 the Company
had $27,762 of fifteen month notes receivable due from Wakefern. Approximately
half of these notes earn a fixed rate of interest of 7% and approximately
half
earn prime less 1.25%.
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.
11
Disclosure controls and procedures are controls and other procedures that
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 significant changes in internal controls over financial
reporting during the first quarter of fiscal 2007.
PART
II - OTHER INFORMATION
Item
6. Exhibits
|
Exhibit
31.1
|
Certification
|
|
Exhibit
31.2
|
Certification
|
|
Exhibit
32.1
|
Certification
(furnished, not filed)
|
| Exhibit 32.2 |
Certification
(furnished, not filed)
|
|
Exhibit
99.1
|
Press
Release dated December 5, 2006
|
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
|
|
|
Date:
December 5, 2006
|
/s/
James
Sumas
|
|
|
James
Sumas
|
|
|
(Chief
Executive Officer)
|
|
Date:
December 5, 2006
|
/s/
Kevin R.
Begley
|
|
|
Kevin
R. Begley
|
|
|
(Chief
Financial Officer)
|
12