-----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, R0vg7ROarDrZPtq2xz9TlJUdeKIN68fKRfZnSuULWvi447hILuSfOgTQTE23oxHH uzGZs9TvYi9WjvwwzDjruQ== 0000103595-99-000007.txt : 19990607 0000103595-99-000007.hdr.sgml : 19990607 ACCESSION NUMBER: 0000103595-99-000007 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990424 FILED AS OF DATE: 19990604 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: SEC FILE NUMBER: 000-02633 FILM NUMBER: 99640477 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 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 24, 1999 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 or incorporation organization or 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 the number of shares outstanding of the issuer's classes of common stock as of the latest practicable date:
May 28, 1999 Class A Common Stock, No Par Value 1,385,500 Shares Class B Common Stock, No Par Value 1,594,076 Shares
The Registrant was not involved in bankruptcy proceedings during the preceding five years or any time prior thereto. VILLAGE SUPER MARKET, INC. INDEX PART I PAGE NO. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Condensed Balance Sheets 3 Consolidated Condensed Statements of Income 4 Consolidated Condensed Statements 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 - 10 PART II OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 11 Signatures 12 Exhibit 28(a) 13 Exhibit 28(b) 14 PART I - FINANCIAL INFORMATION Item 1. Financial Statements
VILLAGE SUPER MARKET, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (Dollars in Thousands) April 24, July 25, 1999 1998 ASSETS Current assets Cash and cash equivalents $ 7,739 $ 5,679 Merchandise inventories 28,373 26,549 Patronage dividend receivable 1,010 1,969 Miscellaneous receivables 3,580 3,416 Other current assets 1,117 778 Total current assets 41,819 38,391 Property, equipment and fixtures, net 73,747 73,331 Investment in related party 10,572 10,468 Goodwill, net 9,873 10,073 Other intangibles, net 1,840 2,030 Other assets 4,613 4,215 TOTAL ASSETS $142,464 $138,508 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Current portion of long-term debt $ 2,087 $ 2,830 Accounts payable to related party 26,150 27,370 Accounts payable and accrued expenses 18,919 17,583 Income taxes payable - 290 Total current liabilities 47,156 48,073 Long-term debt, less current portion 27,410 25,700 Deferred income taxes 2,942 3,167 Shareholders' equity Class A common stock - no par value, issued 1,762,800 shares 18,129 18,129 Class B common stock - no par value, 1,594,076 shares issued & outstanding 1,035 1,035 Retained earnings 51,012 47,759 Less cost of treasury shares (377,300 shares at April 24, 1999 and 387,000 shares at July 25, 1998) (5,220) (5,355) Total shareholders' equity 64,956 61,568 TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $142,464 $138,508
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 Wks. Ended 13 Wks. Ended 39 Wks. Ended 39 Wks. Ended Apr. 24, 1999 Apr. 25, 1998 Apr. 24, 1999 Apr. 25, 1998 Sales $ 182,096 $ 169,594 $ 552,788 $ 522,182 Cost of sales 135,282 126,765 411,808 392,164 Gross margin 46,814 42,829 140,980 130,018 Operating and administrative expense 42,665 38,727 127,315 117,933 Depreciation and amortization expense 1,894 1,975 5,686 5,529 Operating income 2,255 2,127 7,979 6,556 Interest expense 730 745 2,305 2,380 Income before income taxes 1,525 1,382 5,674 4,176 Provision for Income taxes 640 594 2,383 1,796 Net Income $ 885 $ 788 $ 3,291 $ 2,380 Net income per share: Basic $ .30 $ .27 $ 1.11 $ .81 Diluted $ .29 $ .26 $ 1.08 $ .80
See accompanying Notes to Consolidated Condensed Financial Statements.
VILLAGE SUPER MARKET, INC. CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (Dollars in Thousands) 39 Wks Ended 39 Wks Ended Apr. 24, 1999 Apr. 25, 1998 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 3,291 $ 2,380 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 5,686 5,529 Deferred taxes ( 225) ( 500) Provision to value inventories at LIFO 400 225 Changes in assets and liabilities: (Increase) in inventory ( 2,224) ( 1,578) Decrease in patronage dividend receivable 959 826 (Increase) in misc. receivables ( 164) ( 403) (Increase) in other current assets ( 339) ( 5) (Increase) in other assets ( 398) ( 53) (Decrease) in accounts payable to related party ( 1,220) ( 949) Increase in accounts payable and accrued expenses 1,336 461 (Decrease) in income taxes payable ( 290) ( 280) Net cash provided by operating activities 6,812 5,653 CASH FLOW FROM INVESTING ACTIVITIES: Capital expenditures ( 5,712) ( 7,098) Investment in related party ( 104) ( 87) Net cash used by investing activities ( 5,816) ( 7,185) CASH FLOW FROM FINANCING ACTIVITIES: Proceeds from issuance of long-term debt 3,431 4,700 Proceeds from exercise of stock options(9,700 in 1999 and 60,000 in 1998) 97 480 Principal payments of long-term debt ( 2,464) ( 3,918) Net cash provided by financing activities 1,064 1,262 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 2,060 ( 270) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 5,679 4,270 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 7,739 $ 4,000
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 24, 1999 and July 25, 1998 and the results of operations and cash flows for the periods ended April 24, 1999 and April 25, 1998. The significant accounting policies followed by the Company are set forth in Note 1 to the Company's financial statements in the July 25, 1998 Village Super Market, Inc. Annual Report. 2. The results of operations for the period ended April 24, 1999 are not necessarily indicative of the results to be expected for the full year. 3. At both April 24, 1999 and July 25, 1998 approximately 66% 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 $8,115,000 and $7,715,000 higher than reported at April 24, 1999 and July 25, 1998, respectively. 4. During fiscal 1998, the Company adopted SFAS No. 128, "Earnings Per Share." This statement requires the presentation of both basic and diluted net income per share. The number of common shares outstanding for calculation of net income per share is as follows:
13 Wks Ended 39 Wks Ended 4/24/99 - 4/25/98 4/24/99-4/25/98 Weighted Average Shares Outstanding - Basic 2,979,136 2,969,876 2,973,279 2,943,187 Dilutive Effect of Employee Stock Options 56,971 50,538 70,900 24,748 Weighted Average Shares Outstanding - Diluted 3,036,107 3,020,414 3,044,179 2,967,935
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Sales in the third quarter of fiscal 1999 were $182,096,000, which represents a same store sales increase of 7.4% from the prior year. Sales for the nine month period were $552,788,000, a same store sales increase of 5.9%. This acceleration in same store sales growth for the quarter and nine month period is a result of the introduction of double coupons in northern New Jersey during the current fiscal year. On September 6, 1998, the Company, as well as most supermarket competitors, began offering to double the value of manufacturer coupons in the 16 stores in northern New Jersey where it previously had not offered double coupons. Gross margin as a percentage of sales increased to 25.7% and 25.5%, respectively, in the quarter and nine month periods ended April 24, 1999 compared with 25.2% and 24.9%, respectively in the corresponding prior year periods. Gross margin percentages improved in most selling departments when compared to the prior year. This is in part due to a reduction in sale item penetration as a result of offering double coupons. Operating and administrative expenses as a percentage of sales for the quarter and nine months increased to 23.4% and 23.0%, respectively, compared with 22.8% and 22.6%, respectively, in the corresponding prior year periods. These increases are a result of increased costs associated with double couponing. Net income increased 12.3% in the quarter to $885,000. This increase is primarily attributable to the 7.4% same store sales increase and the substantially improved gross margin percentage, offset by the increase in costs resulting from double couponing. LIQUIDITY AND FINANCIAL RESOURCES Current liabilities exceeded current assets by $5,337,000 at April 24, 1999 compared to $9,682,000 at July 25, 1998. The current ratio increased to .89 at April 24, 1999 from .80 at July 25, 1998. The Company's working capital needs are reduced by its high rate of inventory turnover and because the warehousing and distribution arrangements accorded to the Company as a member of Wakefern permit it to minimize inventory levels and sell most merchandise before payment is required. During the nine month period, $3,431,000 of additional borrowings and $6,812,000 of cash provided by operations were used to fund capital expenditures of $5,712,000 and to make principal payments on long term debt of $2,464,000. In addition, cash increased $2,060,000 in the nine month period. The majority of capital expenditures in the nine month period related to the expansion and remodel of the Livingston store, which is substantially complete. At April 24, 1999, $9,500,000 was outstanding of the Company's total available credit facility of $24,000,000. The Company was in full compliance with all terms and restrictive covenants of all debt agreements at April 24, 1999. SUBSEQUENT EVENT: On May 9, 1999, the Company acquired all the assets of an existing ShopRite supermarket in Vineland, New Jersey from Wakefern for $4,700,000, including inventory of $1,200,000. The acquisition of this 67,000 square foot leased store was financed in part, by a $3,500,000 loan secured by the equipment and fixtures of the store. YEAR 2000: The Company has participated with Wakefern Food Corporation ("Wakefern"), the retailer owned food cooperative to which it belongs and its principal supplier, in a comprehensive assessment of its information technology systems ("IT Systems") and its process control and other systems that include micro-controllers ("Non-IT Systems") to identify the systems that could be affected by the Year 2000 ("Y2K") issue. The Company and Wakefern have assessed all systems for Y2K readiness, giving the highest priority to those IT Systems that are considered critical to its business operations. At present, the Company has implemented its cash and sales, payroll, general ledger and accounts payable applications. Some in-store IT Systems are currently Y2K compliant. Others, including receiving, labor management, pharmacy and electronic payments, are at various stages of implementation or testing. The Company anticipates that all critical IT Systems will be Y2K compliant before the end of 1999. The Company has completed an inventory of its Non-IT Systems, which includes those systems containing embedded chip technology commonly found in buildings and equipment connected with a building's infrastructure. The systems have been prioritized and assessed for compliance. Ongoing testing and implementation of any remediation required for the Non-IT Systems will be performed throughout 1999. The Company and Wakefern are utilizing the necessary internal and external resources to replace, upgrade or modify all significant systems affected by Y2K. The total estimated costs to remediate the Y2K issue will not have a significant adverse affect on continuing operations. All Y2K costs are being expensed as incurred. The Company is in the process of developing contingency plans for those areas which may be affected by Y2K. Although the full consequences are unknown, the failure of either the Company's critical systems or those of its material third parties, including Wakefern, to be Y2K compliant could result in the interruption of its business, which could have a material adverse affect on the results of operations or financial condition of the Company. FORWARD-LOOKING STATEMENTS: This Form 10-Q to shareholders contains "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. Such potential risks and uncertainties include, without limitation, competitive pressures from the Company's operating environment, the ability of the Company to maintain and improve its sales and margins, the liquidity of the Company on a cash flow basis, the success of operating initiatives, Y2K issues relating to computer applications, and other risk factors detailed herein and in other filings of the Company. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 6 (a) Exhibits Exhibit 28 (a) - Press Release dated June 1, 1999. Exhibit 28(b) - Second Quarter Report to Shareholders dated March 5, 1999. 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 1, 1999 /s/ Perry Sumas Perry Sumas (President) Date: June 1, 1999 /s/ Kevin R. Begley Kevin R. Begley (Chief Financial Officer) Exhibit 28(a) VILLAGE SUPER MARKET, INC. REPORTS RESULTS FOR THE QUARTER AND NINE MONTHS ENDED APRIL 24, 1999 Contact: Kevin Begley, C. F. O. (973) 467-2200 - Ext. 220 Springfield, New Jersey - June 1, 1999 - Village Super Market, Inc. reported sales and net income for the third quarter ended April 24, 1999, Perry Sumas, President announced today. Net income was $885,000 ($.29 per diluted share) in the third quarter of fiscal 1999, an increase of 12% from the prior year. Sales in the third quarter were $182,096,000, a same store sales increase of 7.4%. Sales increased above the previous trend primarily due to the introduction of double coupons into northern New Jersey, where 16 of the Company's stores operate, in September 1998. Net income improved in the quarter due to the same stores sales increase and a substantial improvement in gross margin percentages, partially offset by increased costs from the doubling of manufacturer coupons. For the nine month period, sales were $552,788,000, an increase of 5.9% from the prior year. Net income for the nine month period was $3,291,000 ($1.08 per share), an increase of 38% from the prior year. On May 9, 1999, the Company acquired all the assets of an existing ShopRite supermarket in Vineland, New Jersey from Wakefern for $4,700,000, including inventory of $1,200,000. The acquisition of this 67,000 square foot leased store was financed in part, by a $3,500,000 loan secured by the equipment and fixtures of the store. Village Super Market operates a chain of 22 supermarkets under the ShopRite name in New Jersey and eastern Pennsylvania. The following table summarizes Village's results for the quarter and nine months ended April 24, 1999:
April 24, 1999 April 25, 1998 13 Weeks Ended Sales $182,096,000 $169,594,000 Net Income $ 885,000 $ 788,000 Net Income Per Share - Basic $ .30 $ .27 Net Income Per Share - Diluted $ .29 $ .26 39 Weeks Ended Sales $552,788,000 $522,182,000 Net Income $ 3,291,000 $ 2,380,000 Net Income Per Share - Basic $ 1.11 $ .81 Net Income Per share - Diluted $ 1.08 $ .80
Exhibit 28(b) * To Our Shareholders: S * The Company had net income of $1,225,000 in the second quarter ended January 23, 1999, an increase of 9% from the prior year. E * Sales in the second quarter were $192,633,000, which represents a same store sales increase of 5.4%. This acceleration in same C * store sales growth is a result of the introduction of double coupons in northern New Jersey on September 6, 1998. O * For the first six months of fiscal 1999, the Company had net N * income of $2,406,000, an increase of 51% from the prior year. Sales for the six month period were $370,692,000, an D * increase of 5.1% from the prior year. Gross margin as a percentage of sales increased to 25.5% and Q * 25.4, respectively, in the quarter and six month periods ended January 23, 1999 compared with 24.7% in both periods in fiscal U * 1998. Gross margin percentages improved in most selling departments, in part due to a reduction in sale item penetration A * as a result of offering double coupons. R * Operating and administrative expenses as a percentage of sales for the quarter and six months increased to 23.0% and 22.8%, T * respectively, compared with 22.2% and 22.5%, respectively, in the corresponding prior year periods. These increases are a E * result of increased costs associated with double couponing and other promotional activities. R * Net income in the quarter and six month periods improved due to higher same store sales and improved gross margin percentages, R * partially offset by the increase in costs resulting from double couponing and other marketing efforts. E * Capital expenditures for the six month period were $4,300,000. P * The major expenditure was the expansion and remodel of the Livingston store, which is substantially complete. O * The table accompanying this report summarizes Village Super R * Market's results for the quarter and six month periods ended January 23, 1999. T * Respectfully, * Perry Sumas James Sumas * President Chairman of the Board * * March 5, 1999
INCOME STATEMENT DATA 13 Wks Ended 13 Wks Ended Jan 23, 1999 Jan 24, 1998 Sales $ 192,633,000 $ 182,700,000 Net Income $ 1,225,000 $ 1,127,000 Net Income Per Share - Basic $ .41 $ .38 Net Income Per Share - Diluted $ .40 $ .38 26 Wks Ended 26 Wks Ended Jan 23, 1999 Jan 24, 1998 Sales $ 370,692,000 $ 352,588,000 Net Income $ 2,406,000 $ 1,592,000 Net Income Per Share - Basic $ .81 $ .54 Net Income Per share - Diluted $ .79 $ .54 BALANCE SHEET COMPARISONS Jan 23, 1999 July 25, 1998 Current Assets $ 46,769,000 $ 38,391,000 Current Liabilities $ 52,369,000 $ 48,073,000 Net Working Capital (Deficit) $( 5,600,000) $( 9,682,000) Long-Term Debt $ 28,419,000 $ 25,700,000 Stockholders' Equity $ 64,021,000 $ 61,568,000
EX-27 2
5 1,000 9-MOS JUL-25-1998 APR-24-1999 7739 0 3580 0 28373 41819 146591 72844 142464 47156 27410 19164 0 0 48734 142464 552788 552788 411808 411808 133001 0 2305 5674 2383 3291 0 0 0 3291 1.11 1.08
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