-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I4je/BEnfoPG5wR0o3CfJmCIZFIqwxIMGvajjpmtlYLFYkRQ0ikxzXTFdJnM/UGR hdi0V/Z9Hri19eJtxk+DNg== 0000103595-97-000004.txt : 19970610 0000103595-97-000004.hdr.sgml : 19970610 ACCESSION NUMBER: 0000103595-97-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970426 FILED AS OF DATE: 19970609 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: VILLAGE SUPER MARKET INC CENTRAL INDEX KEY: 0000103595 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 221576170 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-02633 FILM NUMBER: 97621041 BUSINESS ADDRESS: STREET 1: 733 MOUNTAIN AVE CITY: SPRINGFIELD STATE: NJ ZIP: 07081 BUSINESS PHONE: 2014672200 MAIL ADDRESS: STREET 1: 733 MOUNTAIN AVE CITY: SPRINGFIELD STATE: NJ ZIP: 07081 10-Q 1 VILLAGE SUPER MARKET, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [x] QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended: April 26, 1997 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 of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 733 MOUNTAIN AVENUE, SPRINGFIELD, NEW JERSEY 07081 (Address of principal executive offices) (Zip Code) (201) 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 the number of shares outstanding of the issuer's classes of common stock as of the latest practicable date:
June 4, 1997 Class A, Common Stock, No Par Value 1,315,800 Shares Class B, Common Stock, No Par Value 1,594,076 Shares
VILLAGE SUPER MARKET, INC. INDEX PART 1 PAGE NO. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Condensed Balance Sheets 3 Consolidated Condensed Statement of Income 4 Consolidated Condensed Statement of Cash Flows 5 Notes to Consolidated Condensed Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7-9 PART II OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K 10 Signatures 11 Exhibit 28(a) 12 Exhibit 28(b) 13-14 PART 1 FINANCIAL INFORMATION Item 1 Financial Statements
VILLAGE SUPER MARKET, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (Dollars in Thousands) April 26, July 27, 1997 1996 ASSETS Current assets Cash and cash equivalents $ 3,332 $ 3,244 Merchandise inventories 23,727 25,118 Patronage dividend receivable 1,418 2,483 Miscellaneous receivables 3,687 2,947 Prepaid expenses 622 616 Total current assets 32,786 34,408 Property, equipment and fixtures, net 72,294 71,356 Investment in related party 10,321 10,174 Goodwill, net 10,430 10,605 Other intangibles, net 2,347 2,538 Other assets 2,013 1,981 TOTAL ASSETS $130,191 $131,062
LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Current portion of long-term debt $ 3,839 $ 5,038 Accounts payable to related party 25,051 24,616 Accounts payable and accrued expenses 15,945 15,196 Deferred income taxes 443 443 Total current liabilities 45,278 45,293 Long-term debt, less current portion 24,851 26,814 Deferred income taxes 3,948 3,948 Shareholders' equity Class A common stock - no par value, issued 1,762,800 shares (including 447,000 in treasury) 18,129 18,129 Class B common stock - no par value, 1,594,076 shares issued and outstanding 1,035 1,035 Retained earnings 43,135 42,028 Less cost of treasury shares (6,185) (6,185) Total shareholders' equity 56,114 55,007 TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $130,191 $131,062
See accompanying Notes to Consolidated Condensed Financial Statements.
VILLAGE SUPER MARKET, INC. CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Dollars in Thousands Except Per Share Amounts) 13 Weeks Ended 13 Weeks Ended 39 Weeks Ended 39 Weeks Ended April 26, 1997 April 27, 1996 April 26, 1997 April 27, 1996 Sales $ 165,494 $ 169,279 $ 512,291 $ 513,803 Cost of Sales 124,386 127,232 385,404 387,030 Gross margin 41,108 42,047 126,887 126,773 Operating and admin. expenses 38,122 39,079 116,918 116,474 Depreciation and amortization expense 1,915 2,097 5,603 6,243 Operating income 1,071 871 4,366 4,056 Interest expense 799 776 2,521 2,727 Gain on disposal of assets --- --- --- 952 Income before provision for income taxes 272 95 1,845 2,281 Provision for income tax expense 109 39 738 892 Net Income $ 163 $ 56 $ 1,107 $ 1,389 Net income per share: Weighted average number of common shares out- standing 2,909,876 2,909,876 2,909,876 2,909,876 Net income $ .06 $ .02 $ .38 $ .48
See accompanying Notes to Consolidated Condensed Financial Statements.
VILLAGE SUPER MARKET, INC. CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (Dollars in Thousands) 39 Weeks Ended 39 Weeks Ended April 26, 1997 April 27, 1996 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 1,107 $ 1,389 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 5,603 6,243 Deferred taxes - 360 Provision to value inventories at LIFO 450 450 (Gain) loss on disposal of assets - (952) Change in assets and liabilities: (Increase) decrease in inventory 941 (1,232) Decrease in patronage dividend receivable 1,065 984 (Increase) in misc. receivables (740) (331) (Increase) decrease in prepaid expense (6) 30 (Increase) in other assets (32) (67) Increase (decrease) in accounts payable to related party 435 (970) Increase in accounts payable and accrued expenses 749 656 Net cash provided by operating activities 9,572 6,560 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (6,670) (7,224) Investment in related party (147) (296) Proceeds from sale of assets, net - 1,238 Net cash used in investing activities (6,817) (6,282) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of long-term debt 2,500 --- Principal payments of long-term debt (5,167) (8,431) Net cash used by financing activities (2,667) (8,431) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 88 (8,153) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3,244 9,655 CASH AND CASH EQUIVALENTS END OF PERIOD $ 3,332 $ 1,502
See accompanying Notes to Consolidated Condensed Financial Statements. VILLAGE SUPER MARKET, INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 1. In the opinion of the Company, the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting of normal and recurring accruals) necessary to present fairly the financial position as of April 26, 1997 and July 27, 1996 and the results of operations and cash flows for the periods ended April 26, 1997 and April 27, 1996. The significant accounting policies followed by the Company are set forth in Note 1 to the Company's financial statements in the July 27, 1996 Village Super Market, Inc. Annual Report. 2. The results of operations for the period ended April 26, 1997 are not necessarily indicative of the results to be expected for the full year. 3. At both April 26, 1997 and July 27, 1996 approximately 66% of the 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 $7,736,000 and $7,286,000 higher than reported at April 26, 1997 and July 27, 1996, respectively. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Sales in the third quarter of fiscal 1997 were $165,494,000, a decrease of 2.2% from the prior year. Same store sales decreased 1.1% in the third quarter due to sales declines in stores affected by competitive openings and due to a comparison to a year ago period that included strong sales related to last year's harsh winter. These factors were partially offset by improved sales at remodeled stores. The remainder of the sales decrease is due to the closing of the store in Florham Park, New Jersey on October 26, 1996. Sales for the nine month period were $512,291,000 compared with sales of $513,803,000 in the prior year. Same store sales for the nine month period increased .5%, which was partially offset by the store closing. Gross margin as a percentage of sales for both the quarter and nine months ended April 26, 1997 was 24.8% compared with 24.8% and 24.7%, respectively, in the corresponding prior year periods. An improvement in the mix of sales toward higher margin departments offset a decline in meat department gross margins due to lower retail prices. Operating and administrative expenses as a percentage of sales for the quarter and nine months were 23.0% and 22.8%, respectively, compared with 23.1% and 22.7%, respectively, in the corresponding prior year. Operating expenses declined slightly in the quarter due to lower coupon and payroll costs, partially offset by increased advertising costs, increased credit card processing costs and lower coupon processing income. On October 26, 1996, the Company closed an underfacilitated store in Florham Park, New Jersey. A loss of $350,000 was incurred in the first quarter from the operations and closing costs associated with this store. The prior year second quarter included a $952,000 gain from selling a property in Maplewood, New Jersey. Depreciation expense declined in the quarter and nine month period due to substantial assets purchased 10 years ago becoming fully depreciated. LIQUIDITY AND FINANCIAL RESOURCES Current liabilities exceeded current assets by $12,492,000 at April 26, 1997 compared to $10,885,000 at July 27, 1996. The current ratio decreased to .72 at April 26, 1997 compared to .76 at July 27, 1996. During the nine month period, cash provided by operating activities of $9,572,000 and additional long-term borrowings of $2,500,000 were used to make principal payments on long-term debt in the amount of $5,167,000 and to fund $6,670,000 of capital expenditures. The majority of capital expenditures in the nine month period related to the expansion and remodel of the Absecon, Chester and Stroudsburg stores. On May 30, 1997, the Company replaced its expiring $12,000,000 (outstanding balance of $3,400,000 at April 26, 1997) line of credit. The new $24,000,000 facility, secured by substantially all of the Company's assets, consists of a three year, $13,000,000 working capital revolving loan and a $11,000,000 convertible revolving loan. The $13,000,000 convertible revolving loan may be borrowed over three years to fund equipment purchases and store remodels. Amounts outstanding on the convertible revolving loan at the end of each of the three years will convert to seven year term loans. Indebtedness under this agreement bears interest based on either the prime rate or the Eurodollar rate, at the Company's option, plus applicable margins based on the Company's fixed charge coverage ratio. Currently, the Company may borrow at prime, or at LIBOR plus 150 basis points. The Company is required to maintain certain levels of interest rate protection. This agreement contains restrictive covenants similar to the expiring agreement. As part of the above agreement, the Company replaced the term loan outstanding under the prior credit facility of $8,065,000 with a secured term loan under the current credit facility for an identical amount and amortization schedule. Although this loan bears interest at floating rates, an interest rate swap agreement has been executed to effect a fixed rate of interest of 8.35%, subject to the incentive pricing mentioned above. PART II OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 6(a) Exhibits Exhibit 28(a) Press Release dated June 5, 1997. Exhibit 28(b) Second Quarter Report to Shareholders 6(b) Reports on Form 8-K None. 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: June 6, 1997 /s/ Perry Sumas____________ Perry Sumas (President) Date: June 6, 1997 /s/ Kevin Begley___________ Kevin Begley (Chief Financial Officer) Exhibit 28(a) VILLAGE SUPER MARKET,INC. REPORTS RESULTS FOR THE QUARTER AND NINE MONTHS ENDED APRIL 26, 1997 Springfield, New Jersey - June 5, 1997. Village Super Market, Inc. reported sales and net income for the third quarter and nine months ended April 26, 1997, Perry Sumas, President announced today. Net income was $163,000 in the third quarter of fiscal 1997, an increase of 191% from the prior year. Sales in the third quarter were $165,494,000, a decrease of 2.2% from the prior year. Same store sales declined 1.1%. Net income improved in the quarter, despite lower same store sales and flat gross margins, due to lower operating expenses and lower depreciation. Same store sales declined due to reduced sales in certain stores facing competitive openings and a comparison to a year ago quarter that included stronger sales related to last year's harsh winter. These factors were somewhat offset by higher sales in stores that had been remodeled. Operating costs declined due to lower payroll and coupon costs, partially offset by increased advertising and credit card processing costs. For the nine month period, sales were $512,291,000 compared with $513,803,000 in the prior year. Same store sales increased .5% in the nine month period. Net income for the nine month period was $1,107,000, an increase of 35% from the prior year, excluding a gain on the sale of an asset in the prior year. The following table summarizes Village's results for the quarter and nine month periods ended April 26, 1997: April 26, 1997 April 27, 1996 13 Weeks Ended Sales $165,494,000 $169,279,000 Net Income $ 163,000 $ 56,000 Net Income Per Share $ .06 $ .02 39 Weeks Ended Sales $512,291,000 $513,803,000 Net Income $ 1,107,000 $ 1,389,000 Net Income Per Share $ .38 $ .48 Exhibit 28(b) * S * To Our Shareholders: E * The Company had net income of $660,000 in the second quarter ended January 25, 1997, an increase of 6% excluding a gain on the sale of C * an asset in the prior year. Sales in the second quarter of fiscal 1997 were $177,598,000 compared with sales of $178,002,000 in the O * second quarter of the prior year. Same store sales increased 1% in the second quarter, reflecting improved sales in remodeled stores N * partially offset by sales declines in those stores effected by competitive openings. D * For the first six months of fiscal 1997, the Company had net income * of $944,000, a 24% increase from the prior year, exclusive of the gain on sale. Sales for the six month period were $346,797,000 * compared with $344,524,000 in the prior year. Same store sales increased 1.3% in the six month period. A store in Florham Park, Q * New Jersey was closed on October 26, 1996. U * Gross margin as a percentage of sales for the quarter and six months ended January 25, 1997 increased to 24.7% in both periods compared A * with 24.5% and 24.6%, respectively, in the corresponding prior year periods. These improvements in gross margin are primarily due to an R * improved mix of sales in higher margin departments. T * Operating and administrative expenses as a percentage of sales for the quarter and six months increased to 22.6% and 22.7%, respectively, E * compared with 22.3% and 22.5%, respectively, in the corresponding prior year periods. These increase were primarily due to higher R * advertising, coupon and credit card costs. * Net income in the quarter and six month periods improved due to the same store sales increase, improved gross margins and lower depreciation * and interest costs. R * The Company completed the expansion and remodel of the Absecon store this year and has begun the expansion of the Stroudsburg and Chester E * stores. P * The table accompanying this report summarizes Village's results for the quarter and six month period ended January 25, 1997. O * R * Respectfully, T * Perry Sumas James Sumas President Chairman of the Board * March 6, 1997 *
INCOME STATEMENT DATA 13 Weeks Ended 13 Weeks Ended January 25, 1997 January 27, 1996 Sales $177,598,000 $178,002,000 Net Income $ 660,000 $ 1,194,000 Net Income Per Share .23 .41 26 Weeks Ended 26 Weeks Ended January 25, 1997 January 27, 1996 Sales $346,797,000 $344,524,000 Net Income $ 944,000 $ 1,333,000 Net Income Per Share .32 .46
BALANCE SHEET COMPARISONS January 25, 1997 July 27, 1996 Current Assets $ 33,982,000 $ 34,408,000 Current Liabilities $ 48,777,000 $ 45,293,000 Net Working Capital (Deficit) $(14,795,000) $(10,855,000) Long-Term Debt $ 21,696,000 $ 26,814,000 Stockholders' Equity $ 55,951,000 $ 55,007,000
EX-27 2
5 9-MOS JUL-27-1996 APR-26-1997 3332 0 3687 0 23727 32786 139208 66914 130191 45278 24851 0 0 19164 36950 130191 512291 512291 385404 385404 122521 0 2521 1845 738 1107 0 0 0 1107 .38 .38
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