UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-Q

(Mark One)

[x]	QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
	For the quarterly period ended: April 29, 2017
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)
(973) 467-2200
(Registrant's telephone number, including area code)

 

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 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 X   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  q		Accelerated filer   x
Non-accelerated filer    q  (Do not check if a smaller reporting company)		Smaller reporting company  q
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:
		June 7, 2017
	Class A Common Stock, No Par Value	10,113,612 Shares
	Class B Common Stock, No Par Value	4,303,748 Shares

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VILLAGE SUPER MARKET, INC.

INDEX

PART I	PAGE NO.
FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets	3
Consolidated Statements of Operations	4
Consolidated Statements of Comprehensive Income	5
Consolidated Statements of Cash Flows	6
Notes to Consolidated Financial Statements	7
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.  Quantitative & Qualitative Disclosures about Market Risk	16
Item 4.  Controls and Procedures	16
PART II
OTHER INFORMATION
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 6.  Exhibits	17
Signatures	18

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PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

VILLAGE SUPER MARKET, INC. CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited)
	April 29, 2017				July 30, 2016
ASSETS
Current assets
Cash and cash equivalents	$	80,552			$	88,379
Merchandise inventories	42,805				42,011
Patronage dividend receivable	8,975				13,185
Notes receivable from Wakefern	21,884				—
Income taxes receivable	3,426				—
Other current assets	15,223				16,259
Total current assets	172,865				159,834
Property, equipment and fixtures, net	202,998				201,470
Notes receivable from Wakefern	22,267				42,735
Investment in Wakefern	27,093				26,467
Goodwill	12,057				12,057
Other assets	7,741				7,691
Total assets	$	445,021			$	450,254
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Capital and financing lease obligations	$	609			$	514
Notes payable to Wakefern	292				341
Accounts payable to Wakefern	53,257				59,186
Accounts payable and accrued expenses	16,513				17,240
Accrued wages and benefits	16,103				16,313
Income taxes payable	893				5,702
Total current liabilities	87,667				99,296
Long-term Debt
Capital and financing lease obligations	42,708				43,184
Notes payable to Wakefern	187				377
Total long-term debt	42,895				43,561
Pension liabilities	25,351				26,740
Other liabilities	10,515				8,922
Commitments and contingencies
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 10,563 shares at April 29, 2017 and 10,190 shares at July 30, 2016	56,995				55,196
Class B common stock, no par value: Authorized 20,000 shares; issued and outstanding 4,304 shares at April 29, 2017 and 4,319 shares at July 30, 2016	701				701
Retained earnings	240,730				234,175
Accumulated other comprehensive loss	(12,276		)		(13,339		)
Less treasury stock, Class A, at cost: 430 shares at April 29, 2017 and 353 shares at July 30, 2016	(7,557		)		(4,998		)
Total shareholders’ equity	278,593				271,735
Total liabilities and shareholders’ equity	$	445,021			$	450,254

 

See accompanying Notes to Consolidated Financial Statements.

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VILLAGE SUPER MARKET, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (Unaudited)
	13 Weeks Ended								39 Weeks Ended
	April 29, 2017				April 23, 2016				April 29, 2017				April 23, 2016
Sales	$	391,984			$	387,905			$	1,193,891			$	1,197,603
Cost of sales	283,648				281,167				869,668				872,653
Gross profit	108,336				106,738				324,223				324,950
Operating and administrative expense	91,536				90,851				277,060				277,432
Depreciation and amortization	6,062				5,822				18,358				17,840
Operating income	10,738				10,065				28,805				29,678
Interest expense	(1,111		)		(1,122		)		(3,343		)		(3,375		)
Interest income	726				659				2,063				1,788
Income before income taxes	10,353				9,602				27,525				28,091
Income taxes	4,338				3,720				11,408				11,495
Net income	$	6,015			$	5,882			$	16,117			$	16,596
Net income per share:
Class A common stock:
Basic	$	0.47			$	0.47			$	1.27			$	1.31
Diluted	$	0.42			$	0.42			$	1.13			$	1.17
Class B common stock:
Basic	$	0.30			$	0.30			$	0.82			$	0.85
Diluted	$	0.30			$	0.30			$	0.82			$	0.85

 

See accompanying Notes to Consolidated Financial Statements.

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VILLAGE SUPER MARKET, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) (Unaudited)
	13 Weeks Ended								39 Weeks Ended
	April 29, 2017				April 23, 2016				April 29, 2017				April 23, 2016
Net income	$	6,015			$	5,882			$	16,117			$	16,596
Other comprehensive income:
Amortization of pension actuarial loss, net of tax (1)	200				236				691				804
Pension remeasurement, net of tax (2)	—				(4,394		)		372				(4,394		)
Pension curtailment gain, net of tax (3)	—				11,118				—				11,118
Comprehensive income	$	6,215			$	12,842			$	17,180			$	24,124

(1)	Amounts are net of tax of $147 and $163 for the 13 weeks ended April 29, 2017 and April 23, 2016, respectively, and $411 and $559 for the 39 weeks ended April 29, 2017 and April 23, 2016, respectively. All amounts are reclassified from accumulated other comprehensive loss to operating and administrative expense.

(2)	Amounts are net of tax of $3,034 for the 13 weeks ended April 23, 2016, and $257 and $3,034 for the 39 weeks ended April 29, 2017 and April 23, 2016, respectively.

(3)	Amount is net of tax of $7,678.

See accompanying Notes to Consolidated Financial Statements.

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VILLAGE SUPER MARKET, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)
	39 Weeks Ended
	April 29, 2017				April 23, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	16,117			$	16,596
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	18,358				17,840
Non-cash share-based compensation	2,280				2,335
Deferred taxes	1,207				(907		)
Provision to value inventories at LIFO	100				300
Changes in assets and liabilities:
Merchandise inventories	(894		)		2,304
Patronage dividend receivable	4,210				4,104
Accounts payable to Wakefern	(5,929		)		(2,743		)
Accounts payable and accrued expenses	(1,038		)		(1,537		)
Accrued wages and benefits	(210		)		539
Income taxes payable/receivable	(9,165		)		4,355
Other assets and liabilities	1,226				3,495
Net cash provided by operating activities	26,262				46,681
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(19,755		)		(13,784		)
Proceeds from the sale of assets	—				900
Investment in notes receivable from Wakefern	(1,416		)		(866		)
Net cash used in investing activities	(21,171		)		(13,750		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of stock options	812				51
Excess tax benefit related to share-based compensation	83				—
Principal payments of long-term debt	(1,246		)		(1,390		)
Dividends	(9,562		)		(9,476		)
Treasury stock purchases	(3,005		)		(978		)
Net cash used in financing activities	(12,918		)		(11,793		)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(7,827		)		21,138
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	88,379				59,040
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	80,552			$	80,178
SUPPLEMENTAL DISCLOSURES OF CASH  PAYMENTS MADE FOR:
Interest	$	3,343			$	3,375
Income taxes	$	19,285			$	8,047

 

See accompanying Notes to Consolidated Financial Statements.

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VILLAGE SUPER MARKET, INC.

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 29, 2017 and the consolidated statements of operations, comprehensive income and cash flows for the 13 and 39 week periods ended April 29, 2017 and April 23, 2016 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 30, 2016 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 periods ended April 29, 2017 are not necessarily indicative of the results to be expected for the full year.

2. MERCHANDISE INVENTORIES

At both April 29, 2017 and July 30, 2016, 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 $14,622 and $14,522 higher than reported at April 29, 2017 and July 30, 2016, 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.

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.

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The tables below reconcile the numerators and denominators of basic and diluted net income per share for all periods presented.

 

	13 Weeks Ended								39 Weeks Ended
	April 29, 2017								April 29, 2017
	Class A				Class B				Class A				Class B
Numerator:
Net income allocated, basic	$	4,550			$	1,312			$	12,214			$	3,551
Conversion of Class B to Class A shares	1,312				—				3,551				—
Effect of share-based compensation on allocated net income	—				—				15				(4		)
Net income allocated, diluted	$	5,862			$	1,312			$	15,780			$	3,547
Denominator:
Weighted average shares outstanding, basic	9,696				4,316				9,634				4,318
Conversion of Class B to Class A shares	4,316				—				4,318				—
Dilutive effect of share-based compensation	—				—				36				—
Weighted average shares outstanding, diluted	14,012				4,316				13,988				4,318
	13 Weeks Ended								39 Weeks Ended
	April 23, 2016								April 23, 2016
	Class A				Class B				Class A				Class B
Numerator:
Net income allocated, basic	$	4,455			$	1,308			$	12,563			$	3,686
Conversion of Class B to Class A shares	1,308				—				3,686				—
Effect of share-based compensation on allocated net income	—				—				—				—
Net income allocated, diluted	$	5,763			$	1,308			$	16,249			$	3,686
Denominator:
Weighted average shares outstanding, basic	9,559				4,319				9,566				4,319
Conversion of Class B to Class A shares	4,319				—				4,319				—
Dilutive effect of share-based compensation	—				—				—				—
Weighted average shares outstanding, diluted	13,878				4,319				13,885				4,319

Outstanding stock options to purchase Class A shares of 207 and 466 were excluded from the calculation of diluted net income per share at April 29, 2017 and April 23, 2016, respectively, as a result of their anti-dilutive effect. In addition, 362 and 250 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 29, 2017 and April 23, 2016, respectively, due to their anti-dilutive effect.

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4. PENSION PLANS

The Company sponsors four defined benefit pension plans.  Net periodic pension cost for the four plans includes the following components:

	13 Weeks Ended								39 Weeks Ended
	April 29, 2017				April 23, 2016				April 29, 2017				April 23, 2016
Service cost	$	61			$	774			$	316			$	2,982
Interest cost on projected benefit obligations	607				770				1,817				2,424
Expected return on plan assets	(973		)		(927		)		(2,920		)		(2,807		)
Amortization of net losses	347				399				1,102				1,363
Net periodic pension cost	$	42			$	1,016			$	315			$	3,962

On November 29, 2016, the Company amended the Village Super Market Local 72 Retail Clerks Employees’ Retirement Plan, which covers union employees in the Stroudsburg store, to freeze all benefits effective January 31, 2017. As a result of this amendment, the Company recognized a pre-tax remeasurement gain totaling $629 in accumulated other comprehensive loss during the second quarter of fiscal 2017. The remeasurement had no impact on the consolidated statements of operations. Assumptions used in the remeasurement include a discount rate of 4.09% and long-term expected rate of return on plan assets of 7.50%.

On February 15, 2016, the Company amended the Village Super Market Employees Retirement Plan, which covers nonunion employees and pharmacists, to freeze all benefits effective March 31, 2016. As a result of this amendment, the Company recognized a pre-tax curtailment gain totaling $17,904 in accumulated other comprehensive loss during fiscal 2016.

As of April 29, 2017, the Company has not made contributions to its pension plans in fiscal 2017.  The Company expects to contribute approximately $3,000 during fiscal 2017 to fund its pension plans.

5. RELATED PARTY INFORMATION - WAKEFERN

 

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 30, 2016.  There have been no significant changes in the Company’s relationships or nature of transactions with related parties during the first 39 weeks of fiscal 2017 except for an additional required investment in Wakefern common stock of $626.

Included in cash and cash equivalents at April 29, 2017 and July 30, 2016 are $55,209 and $63,609, respectively, of demand deposits invested at Wakefern at overnight money market rates.

6. COMMITMENTS and CONTINGENCIES

The Company is involved in other 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.

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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”) operates a chain of 29 ShopRite supermarkets in New Jersey, Maryland and northeastern Pennsylvania. Village is the second largest member of Wakefern Food Corporation (“Wakefern”), the nation’s largest retailer-owned food cooperative and owner of the ShopRite name. As further described in the Company’s Form 10-K, this ownership interest in Wakefern provides Village many of the economies of scale in purchasing, distribution, advanced retail technology, marketing and advertising associated with larger chains. 

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. Village competes by using low pricing, superior customer service, and a broad range of consistently available quality products (including ShopRite private labeled products). The ShopRite Price Plus card also strengthens customer loyalty.

The Company’s stores, six of which are owned, average 59,000 total square feet. These larger store sizes enable the Company’s stores to provide a “one-stop” shopping experience and to feature expanded higher margin specialty departments such as an on-site bakery, an expanded delicatessen, a variety of natural and organic foods, ethnic and international foods, prepared foods and pharmacies.  

Many of our stores emphasize a Power Alley, which features high margin, fresh, convenience offerings in an area within the store that provides quick customer entry and exit for those customers shopping for today's lunch or dinner. Certain of our stores include the Village Food Garden concept featuring a restaurant style kitchen, and several kiosks offering a wide variety of store prepared specialty foods for both take-home and in-store dining.

Village also has on-site registered dieticians in fifteen stores that provide customers with free, private consultations on healthy meals and proper nutrition, as well as leading health related events both in store and in the community as part of the Well Everyday program.  We have thirteen stores that offer ShopRite from Home covering most of the communities served by our stores.  ShopRite from Home is an online ordering system that provides for in-store pickup or home delivery.  Customers can browse our circular, create and edit shopping lists and use ShopRite from Home through shoprite.com or on their smart phones or tablets through the ShopRite app. 

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.

 

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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 29, 2017			April 23, 2016			April 29, 2017			April 23, 2016
Sales	100.00	%		100.00	%		100.00	%		100.00	%
Cost of sales	72.36			72.48			72.84			72.87
Gross profit	27.64			27.52			27.16			27.13
Operating and administrative expense	23.35			23.42			23.21			23.17
Depreciation and amortization	1.56			1.49			1.54			1.50
Operating income	2.73			2.61			2.41			2.48
Interest expense	(0.28	)		(0.29	)		(0.28	)		(0.28	)
Interest income	0.19			0.17			0.17			0.15
Income before taxes	2.64			2.49			2.30			2.35
Income taxes	1.11			0.96			0.96			0.96
Net income	1.53	%		1.53	%		1.34	%		1.39	%

Sales.  Sales were $391,984 in the third quarter of fiscal 2017, an increase of 1.1% compared to the third quarter of the prior year.  Same store sales increased 1.1% due primarily to three competitor store closings, sales growth in recently remodeled and expanded stores in Stirling and Chester and low sales in the first week of the third quarter of fiscal 2016 due to Winter Storm Jonas. These increases were partially offset by four competitor store openings and deflation, particularly in the meat, produce and dairy departments. Excluding the negative impact of Winter Storm Jonas on the first week of the third quarter of fiscal 2016, same store sales increased .4%. The Company expects same store sales in fiscal 2017 to range from a 1.0% decrease to flat.  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 and expansions are included in same store sales immediately.

Sales were $1,193,891 in the nine-month period of fiscal 2017, a decrease of .3% from the nine-month period of the prior year. Same store sales decreased .3% due primarily to four competitor store openings and deflation, particularly in the meat, produce and dairy departments. These decreases were offset by increased sales due to three competitor store closings and sales growth in recently remodeled and expanded stores in Stirling and Chester.

Gross Profit.  Gross profit as a percentage of sales increased .12% in the third quarter of fiscal 2017 compared to the third quarter of the prior year primarily due to a favorable change in product mix (.07%), increased departmental gross margin percentages (.04%) and decreased promotional spending (.04%).

Gross profit as a percentage of sales increased .03% in the nine-month period of fiscal 2017 compared to the nine-month period of the prior year primarily due to increased departmental gross margin percentages (.09%) partially offset by lower patronage dividends (.04%) and increased promotional spending (.03%).

Operating and Administrative Expense.  Operating and administrative expense as a percentage of sales decreased .07% in the third quarter of fiscal 2017 compared to the third quarter of the prior year. The third quarter of fiscal 2017 includes a non-recurring credit received related to multi-employer health and welfare benefits (.20%). The third quarter of fiscal 2016 includes a gain for Superstorm Sandy insurance proceeds received (.24%). Excluding these items from both periods, operating and administrative expense as a percentage of sales decreased .11% compared to the third quarter of the prior year due primarily to decreased fringe benefit costs (.36%) partially offset by increased payroll (.27%). Fringe benefit costs decreased due primarily to lower non-union pension expense (.25%) and lower healthcare costs (.19%). Payroll costs increased due primarily to reduced operating leverage as a result of low same store sales growth and investments in service departments, including the newly remodeled Chester store.

Operating and administrative expense as a percentage of sales increased .04% in the nine-month period of fiscal 2017 compared to the nine-month period of the prior year. The nine-month period of fiscal 2017 includes a non-recurring credit received related to multi-employer health and welfare benefits (.07%). The nine-month period of fiscal 2016 includes a gain for Superstorm

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Sandy insurance proceeds received (.08%). Excluding these items from both periods, operating and administrative expense as a percentage of sales increased .03% compared to the nine-month period of the prior year primarily due to higher payroll (.30%) partially offset by decreased fringe benefit costs (.29%). Payroll costs increased due primarily to reduced operating leverage as a result of lower same store sales and investments in service departments, including the newly remodeled Chester store. Fringe benefit costs decreased due primarily to lower non-union pension expense (.30%) and lower healthcare costs (.08%).

Depreciation and Amortization.  Depreciation and amortization expense increased in the third quarter and nine-month period of fiscal 2017 compared to the corresponding periods of the prior year due to depreciation related to fixed asset additions.

 

Interest Expense.  Interest expense in the third quarter and nine-month period of fiscal 2017 was flat compared to the corresponding periods of the prior year.

 

Interest Income.  Interest income increased in the third quarter and nine-month period of fiscal 2017 compared to the corresponding periods of the prior year due to higher amounts invested in demand deposits at Wakefern.

Income Taxes.  The effective income tax rate was 41.9% in the third quarter of fiscal 2017 compared to 38.7% in the third quarter of the prior year.  The effective income tax rate was 41.4% in the nine-month period of fiscal 2017 compared to 40.9% in the nine-month period of the prior year.  The effective income tax rate was impacted in the third quarter and nine-month period of the prior year by favorable return to provision adjustments primarily related to Work Opportunity Tax Credits.

 

Net Income.  Net income was $6,015 in the third quarter of fiscal 2017 compared to $5,882 in the third quarter of the prior year. The third quarter of fiscal 2017 includes a $465 (net of tax) non-recurring credit received related to multi-employer health and welfare benefits. The third quarter of fiscal 2016 includes a $545 (net of tax) gain due to the recovery of insurance receivables related to Superstorm Sandy. Excluding these items from both periods, net income increased 4% in the third quarter of fiscal 2017 compared to the prior year due primarily to a higher gross profit percentage, lower operating and administrative expense and lower sales in the first week of the third quarter of fiscal 2016 due to the impact of Winter Storm Jonas.

Net income was $16,117 in the nine-month period of fiscal 2017 compared to $16,596 in the nine-month period of the prior year. The nine-month period of fiscal 2017 includes a $465 (net of tax) non-recurring credit received related to multi-employer health and welfare benefits. The nine-month period of fiscal 2016 includes a $545 (net of tax) gain due to the recovery of insurance receivables related to Superstorm Sandy. Excluding these items from both periods, net income decreased 2% in the nine-month period of fiscal 2017 compared to the prior year due primarily to the .3% decrease in same store sales.

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,  accounting for pension plans, and accounting for uncertain tax positions, are described in the Company’s Annual Report on Form 10-K for the year ended July 30, 2016.  As of April 29, 2017, 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 $26,262 in the nine-month period of fiscal 2017 compared to net cash provided by operating activities of $46,681 in the corresponding period of the prior year.  The decrease in net cash provided by operating activities was primarily due to changes in working capital and net income adjusted for non-cash expenses including depreciation and amortization, share-based compensation, deferred taxes and the provision to value inventories at LIFO. Working capital changes decreased cash provided by operating activities in fiscal 2017 by $11,800 and increased net cash provided by

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operating activities by $10,517 in fiscal 2016. Working capital changes decreased cash provided by operating activities in the nine-month period of fiscal 2017 as compared to the prior year due primarily to changes in income taxes receivable/payable as a result of the timing of estimated tax payments and changes in inventories.

 

During the nine-month period of fiscal 2017, Village used cash to fund capital expenditures of $19,755, dividends of $9,562 and invested an additional $1,416 in notes receivable from Wakefern.  Capital expenditures primarily include costs associated with one major remodel, several smaller remodels of other existing stores and certain energy efficient lighting projects. In October 2015, Village sold the land and building of a closed store in Washington, New Jersey for $900.

Village has budgeted approximately $25,000 for capital expenditures in fiscal 2017.  Planned expenditures include the beginning of construction of a new store in the Bronx, New York, one major remodel, several smaller remodels and certain energy efficient lighting projects. The Company’s primary sources of liquidity in fiscal 2017 are expected to be cash and cash equivalents on hand at April 29, 2017 and operating cash flow generated in fiscal 2017.

At April 29, 2017, the Company had $44,151 in notes receivable due from Wakefern. Of these notes, $21,884 earn interest at the prime rate plus .25% and mature on August 15, 2017 and $22,267 earn interest at the prime rate plus 1.25% and mature on February 15, 2019. 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 $85,198 at April 29, 2017 compared to $60,538 at July 30, 2016. Working capital ratios at the same dates were 1.97 and 1.61 to 1, respectively.  The increase in working capital in fiscal 2017 compared to fiscal 2016 is due primarily to $21,884 in notes receivable from Wakefern that have been reclassified to current assets as they are due on August 15, 2017. The Company’s working capital needs are reduced, since inventories are generally sold by the time payments to Wakefern and other suppliers are due.

Village has an unsecured revolving credit agreement providing a maximum amount available for borrowing of $25,000. This loan agreement expires on December 31, 2018. The revolving credit line can be used for general corporate purposes. Indebtedness under this agreement bears interest at the prime rate, or at the Eurodollar rate, at the Company’s option, plus applicable margins based on the Company’s fixed charge coverage ratio. There were no amounts outstanding at April 29, 2017 or July 30, 2016 under this facility.

There have been no substantial changes as of April 29, 2017 to the contractual obligations and commitments discussed in the Company’s Annual Report on Form 10-K for the year ended July 30, 2016.

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OUTLOOK

This Form 10-Q contains certain forward-looking statements about Village’s future performance. These statements are based on management’s assumptions and beliefs in light of information currently available.  Such statements relate to, for example:  same store sales; economic conditions; expected pension plan contributions; projected capital expenditures; cash flow requirements; inflation expectations; and legal matters; and are indicated by words such as “will,” “expect,”  “should,” “intend,” “anticipates,” “believes” and similar words or phrases.  The Company cautions the reader that there is no assurance that actual results or business conditions will not differ materially from the results expressed, suggested or implied by such forward-looking statements.  The Company undertakes no obligation to update forward-looking statements to reflect developments or information obtained after the date hereof.

•We expect same store sales to range from a 1.0% decrease to flat in fiscal 2017.

•	We have budgeted $25,000 for capital expenditures in fiscal 2017.  Planned expenditures include the beginning of construction of a new store in the Bronx, New York, one major remodel, several smaller remodels and certain energy efficient lighting projects.

•	The Board’s current intention is to continue to pay quarterly dividends in 2017 at the most recent rate of $.25 per Class A and $.1625 per Class B share.

•	We believe cash flow from operations and other sources of liquidity will be adequate to meet anticipated requirements for working capital, capital expenditures and debt payments for the foreseeable future.

•	We expect our effective income tax rate in fiscal 2017 to be in the range of 41.0% - 42.0%.

•	We expect operating expenses will be affected by increased costs in certain areas, such as medical and other fringe benefit costs.

•	We expect approximately $400 of net periodic pension costs in fiscal 2017 related to the four Company sponsored defined benefit pension plans. The Company expects to contribute $3,000 in cash to all defined benefit pension plans in fiscal 2017.

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 with national and regional supermarkets, local supermarkets, warehouse club stores, supercenters, drug stores, convenience stores, dollar stores, discount merchandisers, restaurants and other local retailers. Some of these competitors have greater financial resources, lower merchandise acquisition costs and lower operating expenses than we do.

•

The Company’s stores are concentrated in New Jersey, with one store in northeastern Pennsylvania and two in Maryland. We are vulnerable to economic downturns in New Jersey in addition to those that may affect the country as a whole. External factors such as inflation, deflation, interest rate fluctuations, movements in energy costs, social programs, minimum wage legislation, unemployment rates and changing demographics may adversely affect our sales and profits.

•

Village purchases substantially all of its merchandise from Wakefern. In addition, Wakefern provides the Company with support services in numerous areas including supplies, advertising, liability and property insurance, technology support and other store services. Further, Village receives patronage dividends and other product incentives from Wakefern. Any material change in Wakefern’s method of operation or a termination or material modification of Village’s relationship with Wakefern could have an adverse impact on the conduct of the Company’s business and could involve additional expense for Village. The failure of any Wakefern member to fulfill its obligations to Wakefern or a member’s insolvency or withdrawal from Wakefern could result in increased costs to the Company. Additionally, an adverse change in Wakefern’s results of operations could have an adverse effect on Village’s results of operations.

•	Approximately 92% of our employees are covered by collective bargaining agreements. Any work stoppages could have an adverse impact on our financial results. If we are unable to control health care and pension costs provided for in the collective bargaining agreements, we may experience increased operating costs.

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•	Village could be adversely affected if consumers lose confidence in the safety and quality of the food supply chain. The real or perceived sale of contaminated food products by us could result in a loss of consumer confidence and product liability claims, which could have a material adverse effect on our sales and operations.

•

Certain of the multi-employer plans to which we contribute are underfunded. As a result, we expect that contributions to these plans may increase. Additionally, the benefit levels and related items will be issues in the negotiation of our collective bargaining agreements. Under current law, an employer that withdraws or partially withdraws from a multi-employer pension plan may incur a withdrawal liability to the plan, which represents the portion of the plan’s underfunding that is allocable to the withdrawing employer under very complex actuarial and allocation rules. The failure of a withdrawing employer to fund these obligations can impact remaining employers. The amount of any increase or decrease in our required contributions to these multi-employer pension plans will depend upon the outcome of collective bargaining, actions taken by trustees who manage the plans, government regulations, withdrawals by other participating employers and the actual return on assets held in the plans, among other factors.

•	Our long-lived assets, primarily store property, equipment and fixtures, are subject to periodic testing for impairment. Failure of our asset groups to achieve sufficient levels of cash flow could result in impairment charges on long-lived assets.

•	Our effective tax rate may be impacted by the results of tax examinations and changes in tax laws.

•

Wakefern provides all members of the cooperative with information system support that enables us to effectively manage our business data, customer transactions, ordering, communications and other business processes.  These information systems are subject to damage or interruption from power outages, computer or telecommunications failures, computer viruses and related malicious software, catastrophic weather events, or human error.  Any material interruption of our or Wakefern’s information systems could have a material adverse impact on our results of operations.

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 ShopRite from Home 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 5 to the unaudited consolidated financial statements for information on related party transactions.

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RECENTLY ISSUED ACCOUNTING STANDARDS

 

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, “Revenue from Contracts with Customers,” which provides guidance for revenue recognition. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company is currently assessing the potential impact of ASU No. 2014-09 on its financial statements.

 

In February 2016, the FASB issued ASU 2016-02, "Leases." This guidance requires lessees to recognize lease liabilities and a right-of-use asset for all leases with terms of more than 12 months on the balance sheet. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with earlier adoption permitted. ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after the date of initial adoption. The Company is evaluating the effect that ASU 2016-02 will have on its consolidated financial statements and related disclosures.

In March 2016, the FASB issued ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting." The guidance changes several aspects of the accounting for share-based payment award transactions, including accounting for income taxes, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, with earlier adoption permitted. The Company is evaluating the effect that ASU 2016-09 will have on its consolidated financial statements and related disclosures.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

At April 29, 2017, the Company had demand deposits of $55,209 at Wakefern earning interest at overnight money market rates, which are exposed to the impact of interest rate changes.

At April 29, 2017, the Company had $44,151 in notes receivable due from Wakefern. Of these notes, $21,884 earn interest at the prime rate plus .25% and mature on August 15, 2017 and $22,267 earn interest at the prime rate plus 1.25% and mature on February 15, 2019. 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.

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 29, 2017 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 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ITEM 2C.   ISSUER PURCHASES OF EQUITY SECURITIES

The number and average price of shares purchased in each fiscal month of the third quarter of fiscal 2017 are set forth in the table below:

Period(1)		Total Number of Shares Purchased(2)		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
January 29, 2017 to February 25, 2017		—		—		—		$4,022,500
February 26, 2017 to March 25, 2017		100,714		$27.00		18,500		$3,525,212
March 26, 2017 to April 29, 2017		10,974		$26.02		10,974		$3,239,669
Total		111,688		$26.91		29,474		$3,239,669

 

(1)	The reported periods conform to our fiscal calendar.

(2)     Includes (i) shares repurchased under a $5.0 million repurchase program of the Company's Class A Common Stock authorized by the Board of Directors and announced on June 12, 2015 and (ii) 82,214 shares were surrendered to the Company to cover employee related taxes withheld on vested restricted stock. Repurchases may be made from time-to-time through a variety of methods, including open market purchases and other negotiated transactions, including through plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934.  

Item 6.	Exhibits
Exhibit 31.1	Certification
Exhibit 31.2	Certification
Exhibit 32.1	Certification (furnished, not filed)
Exhibit 32.2	Certification (furnished, not filed)
Exhibit 99.1	Press Release dated June 7, 2017
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 7, 2017	/s/ James Sumas
	James Sumas
	(Chief Executive Officer)
Dated: June 7, 2017	/s/ John Van Orden
	John Van Orden
	(Chief Financial Officer)

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