UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

			For the quarterly period ended April ~~24, 2021~~30, 2022

OR

☐			TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File No. 0-2633

VILLAGE SUPER MARKET, INC.

(Exact name of registrant as specified in its charter)

New Jersey

22-1576170

(State or other jurisdiction of incorporation or organization)

(I. R. S. Employer Identification No.)

733 Mountain Avenue, Springfield, New Jersey, 07081

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:

(973) 467-2200

Securities registered pursuant to Section 12(b) of the Act:

Class A common stock, no par value

VLGEA

The NASDAQ Stock Market

(Title of Class)

(Trading Symbol)

(Name of exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12-b2 of the Exchange Act.


Large accelerated filer ☐						Accelerated filer ☒
Non-accelerated filer ☐ (Do not check if a smaller reporting company)						Smaller reporting company ☒
						Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒.


Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

		June ~~3, 2021~~8, 2022

	Class A Common Stock, No Par Value	~~10,259,088~~10,222,404 Shares
	Class B Common Stock, No Par Value	4,293,748 Shares

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 Shareholders' Equity			6

Consolidated Statements of Cash Flows			7

Notes to Consolidated Financial Statements			8

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			14

Item 3. Quantitative & Qualitative Disclosures about Market Risk			23

Item 4. Controls and Procedures			23

PART II

OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			24

Item 6. Exhibits			24

Signatures			25

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements


VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited)	VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited)					VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited)
		April 24, 2021		July 25, 2020			April 30, 2022		July 31, 2021
ASSETS	ASSETS					ASSETS
Current assets	Current assets					Current assets
Cash and cash equivalents	Cash and cash equivalents	$	112,677	$	111,681	Cash and cash equivalents	$	119,915	$	116,314
Merchandise inventories	Merchandise inventories	44,972		42,135		Merchandise inventories	46,429		42,633
Patronage dividend receivable	Patronage dividend receivable	7,740		11,204		Patronage dividend receivable	8,366		11,860

Notes receivable from Wakefern						Notes receivable from Wakefern	28,262		—

Income taxes receivable	Income taxes receivable	8,190		12,801		Income taxes receivable	5,011		5,111
Other current assets	Other current assets	19,803		19,499		Other current assets	17,077		20,398
Total current assets	Total current assets	193,382		197,320		Total current assets	225,060		196,316

Property, equipment and fixtures, net	Property, equipment and fixtures, net	255,648		269,741		Property, equipment and fixtures, net	267,910		256,154
Operating lease assets	Operating lease assets	297,256		309,756		Operating lease assets	293,501		289,461
Notes receivable from Wakefern	Notes receivable from Wakefern	54,716		53,008		Notes receivable from Wakefern	28,821		55,295
Investment in Wakefern	Investment in Wakefern	30,483		29,462		Investment in Wakefern	33,004		33,004
Goodwill	Goodwill	24,190		24,190		Goodwill	24,190		24,190
Other assets	Other assets	34,403		32,069		Other assets	41,292		34,584

Total assets	Total assets	$	890,078	$	915,546	Total assets	$	913,778	$	889,004
LIABILITIES and SHAREHOLDERS' EQUITY	LIABILITIES and SHAREHOLDERS' EQUITY					LIABILITIES and SHAREHOLDERS' EQUITY
Current liabilities	Current liabilities					Current liabilities
Operating lease obligations	Operating lease obligations	$	21,199	$	19,121	Operating lease obligations	$	20,856	$	21,627
Finance lease obligations	Finance lease obligations	515		466		Finance lease obligations	579		531
Notes payable to Wakefern	Notes payable to Wakefern	521		303		Notes payable to Wakefern	675		632
Current portion of debt	Current portion of debt	6,976		6,421		Current portion of debt	7,466		6,976
Accounts payable to Wakefern	Accounts payable to Wakefern	75,626		83,045		Accounts payable to Wakefern	72,591		70,792
Accounts payable and accrued expenses	Accounts payable and accrued expenses	24,705		29,793		Accounts payable and accrued expenses	24,078		25,098
Accrued wages and benefits	Accrued wages and benefits	23,147		23,649		Accrued wages and benefits	26,090		25,036

Income taxes payable						Income taxes payable	385		1,601
Total current liabilities	Total current liabilities	152,689		162,798		Total current liabilities	152,720		152,293
Long-term debt	Long-term debt					Long-term debt
Operating lease obligations	Operating lease obligations	285,883		298,027		Operating lease obligations	283,578		278,135
Finance lease obligations	Finance lease obligations	22,518		23,078		Finance lease obligations	21,720		22,325
Notes payable to Wakefern	Notes payable to Wakefern	413		882		Notes payable to Wakefern	2,486		2,791
Long-term debt	Long-term debt	68,614		74,194		Long-term debt	68,173		66,827
Total long-term debt	Total long-term debt	377,428		396,181		Total long-term debt	375,957		370,078
Pension liabilities	Pension liabilities	6,146		6,166		Pension liabilities	6,519		10,182
Other liabilities	Other liabilities	16,547		18,081		Other liabilities	17,007		14,978
Commitments and contingencies	Commitments and contingencies	0		0		Commitments and contingencies	0		0
Shareholders' equity	Shareholders' equity					Shareholders' equity
Preferred stock, no par value: Authorized 10,000 shares, NaN issued		0		0
Class A common stock, no par value: Authorized 20,000 shares; issued 10,985 shares at April 24, 2021 and July 25, 2020		69,964		68,072
Class B common stock, no par value: Authorized 20,000 shares; issued and outstanding 4,294 shares at April 24, 2021 and July 25, 2020		697		697
Preferred stock, no par value: Authorized 10,000 shares, none issued						Preferred stock, no par value: Authorized 10,000 shares, none issued	—		—
Class A common stock, no par value: Authorized 20,000 shares; issued 10,975 shares at April 30, 2022 and 10,978 shares at July 31, 2021						Class A common stock, no par value: Authorized 20,000 shares; issued 10,975 shares at April 30, 2022 and 10,978 shares at July 31, 2021	72,351		70,594
Class B common stock, no par value: Authorized 20,000 shares; issued and outstanding 4,294 shares at April 30, 2022 and July 31, 2021						Class B common stock, no par value: Authorized 20,000 shares; issued and outstanding 4,294 shares at April 30, 2022 and July 31, 2021	697		697
Retained earnings	Retained earnings	286,946		286,241		Retained earnings	297,625		293,185
Accumulated other comprehensive loss		(6,400)		(8,751)
Less treasury stock, Class A, at cost: 726 shares at April 24, 2021 and July 25, 2020		(13,939)		(13,939)
Accumulated other comprehensive income (loss)						Accumulated other comprehensive income (loss)	5,490		(9,064)
Less treasury stock, Class A, at cost: 752 shares at April 30, 2022 and 726 shares at July 31, 2021						Less treasury stock, Class A, at cost: 752 shares at April 30, 2022 and 726 shares at July 31, 2021	(14,588)		(13,939)
Total shareholders’ equity	Total shareholders’ equity	337,268		332,320		Total shareholders’ equity	361,575		341,473

Total liabilities and shareholders’ equity	Total liabilities and shareholders’ equity	$	890,078	$	915,546	Total liabilities and shareholders’ equity	$	913,778	$	889,004

See notes to consolidated financial statements.


VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (Unaudited)	VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (Unaudited)									VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (Unaudited)
		13 Weeks Ended				39 Weeks Ended					13 Weeks Ended				39 Weeks Ended
		April 24, 2021		April 25, 2020		April 24, 2021		April 25, 2020			April 30, 2022		April 24, 2021		April 30, 2022		April 24, 2021
Sales	Sales	$	481,093	$	458,292	$	1,494,047	$	1,303,116	Sales	$	501,962	$	481,093	$	1,533,581	$	1,494,047

Cost of sales	Cost of sales	347,671		328,391		1,080,817		941,722		Cost of sales	360,371		347,671		1,102,199		1,080,817

Gross profit	Gross profit	133,422		129,901		413,230		361,394		Gross profit	141,591		133,422		431,382		413,230

Operating and administrative expense	Operating and administrative expense	121,156		106,987		371,968		317,861		Operating and administrative expense	137,751		121,156		385,521		371,968

Depreciation and amortization	Depreciation and amortization	8,418		7,678		25,925		22,914		Depreciation and amortization	8,130		8,418		24,925		25,925

Operating income		3,848		15,236		15,337		20,619
Operating (loss) income										Operating (loss) income	(4,290)		3,848		20,936		15,337

Interest expense	Interest expense	(994)		(563)		(2,963)		(1,698)		Interest expense	(991)		(994)		(2,923)		(2,963)

Interest income	Interest income	904		910		2,670		3,199		Interest income	950		904		2,831		2,670

Income before income taxes		3,758		15,583		15,044		22,120
(Loss) income before income taxes										(Loss) income before income taxes	(4,331)		3,758		20,844		15,044

Income taxes	Income taxes	1,184		4,431		4,554		6,396		Income taxes	(1,100)		1,184		6,617		4,554

Net income		$	2,574	$	11,152	$	10,490	$	15,724
Net (loss) income										Net (loss) income	$	(3,231)	$	2,574	$	14,227	$	10,490

Net income per share:
Net (loss) income per share:										Net (loss) income per share:
Class A common stock:	Class A common stock:									Class A common stock:
Basic	Basic	$	0.20	$	0.86	$	0.80	$	1.22	Basic	$	(0.25)	$	0.20	$	1.09	$	0.80
Diluted	Diluted	$	0.18	$	0.77	$	0.72	$	1.09	Diluted	$	(0.22)	$	0.18	$	0.97	$	0.72

Class B common stock:	Class B common stock:									Class B common stock:
Basic	Basic	$	0.13	$	0.56	$	0.52	$	0.79	Basic	$	(0.16)	$	0.13	$	0.71	$	0.52
Diluted	Diluted	$	0.13	$	0.56	$	0.52	$	0.79	Diluted	$	(0.16)	$	0.13	$	0.71	$	0.52

See notes to consolidated financial statements.


VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) (Unaudited)	VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) (Unaudited)									VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) (Unaudited)
		13 Weeks Ended				39 Weeks Ended					13 Weeks Ended				39 Weeks Ended
		April 24, 2021		April 25, 2020		April 24, 2021		April 25, 2020			April 30, 2022		April 24, 2021		April 30, 2022		April 24, 2021
Net income		$	2,574	$	11,152	$	10,490	$	15,724
Net (loss) income										Net (loss) income	$	(3,231)	$	2,574	$	14,227	$	10,490

Other comprehensive income:	Other comprehensive income:									Other comprehensive income:
Unrealized gains on interest rate swaps, net of tax (1)	Unrealized gains on interest rate swaps, net of tax (1)	953		0		2,047		0		Unrealized gains on interest rate swaps, net of tax (1)	2,572		953		4,122		2,047
Amortization of pension actuarial loss, net of tax (2)	Amortization of pension actuarial loss, net of tax (2)	101		100		304		303		Amortization of pension actuarial loss, net of tax (2)	89		101		265		304
Pension settlement loss, net of tax (3)	Pension settlement loss, net of tax (3)	0		83		0		954		Pension settlement loss, net of tax (3)	8,525		—		8,525		—
Pension remeasurement, net of tax (4)	Pension remeasurement, net of tax (4)	0		323		0		(381)		Pension remeasurement, net of tax (4)	1,642		—		1,642		—

Comprehensive income	Comprehensive income	$	3,628	$	11,658	$	12,841	$	16,600	Comprehensive income	$	9,597	$	3,628	$	28,781	$	12,841

(1)Amount is net of tax of $1,104 and $417 for the 13 weeks April 30, 2022 and April 24, 2021, respectively, and $1,767 and $896 for the ~~13 and~~ 39 weeks ended April 30, 2022 and April 24, 2021, respectively.

(2)Amounts are net of tax of ~~$46~~$37 and ~~$44~~$46 for the 13 weeks April 30, 2022 and April 24, 2021, ~~and April 25, 2020,~~ respectively, and ~~$137~~$113 and ~~$132~~$137 for the 39 weeks ended April ~~24, 2021~~30, 2022 and April ~~25, 2020,~~24, 2021, respectively. All amounts are reclassified from accumulated other comprehensive loss to operating and administrative expense.

(3)Amounts are net of tax of ~~$33 and $408 for the 13 and 39 weeks ended April 25, 2020.~~$3,780. All amounts are reclassified from accumulated other comprehensive loss to operating and administrative expense.

(4)Amounts are net of tax of ~~$139 and $164 for the 13 and 39 weeks ended April 25, 2020.~~$702.

See notes to consolidated financial statements.


VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (In thousands) (Unaudited)	VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (In thousands) (Unaudited)																					VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (In thousands) (Unaudited)
		13 Weeks Ended April 24, 2021 and April 25, 2020																						13 Weeks Ended April 30, 2022 and April 24, 2021
		Class A Common Stock			Class B Common Stock					Accumulated Other Comprehensive Income (Loss)		Treasury Stock Class A							Total Shareholders' Equity					Class A Common Stock							Class B Common Stock										Accumulated Other Comprehensive Income (Loss)						Treasury Stock Class A							Total Shareholders' Equity
														Shares Issued								Amount				Shares Issued			Amount			Retained Earnings				Shares								Amount
Balance, January 29, 2022																						Balance, January 29, 2022		10,981			$	71,808			4,294			$	697			$	304,117			$	(7,338)					730				$	(14,028)		$	355,256
Net loss																						Net loss		—			—				—			—				(3,231)			—						—				—			(3,231)
Other comprehensive income, net of tax of $5,623																						Other comprehensive income, net of tax of $5,623		—			—				—			—				—			12,828						—				—			12,828
Dividends																						Dividends		—			—				—			—				(3,261)			—						—				—			(3,261)

Treasury stock purchases																						Treasury stock purchases		—			—				—			—				—			—						22				(560)			(560)
Restricted shares forfeited																						Restricted shares forfeited		(6)			(73)				—			—				—			—						—				—			(73)
Share-based compensation expense																						Share-based compensation expense		—			616				—			—				—			—						—				—			616

Balance, April 30, 2022																						Balance, April 30, 2022		10,975			$	72,351			4,294			$	697			$	297,625		$	5,490					752				$	(14,588)		$	361,575
		Shares Issued	Amount		Shares Issued	Amount		Retained Earnings				Accumulated Other Comprehensive Income (Loss)			Shares						Amount				Total Shareholders' Equity
Balance, January 23, 2021	Balance, January 23, 2021	10,985	$	69,324	4,294	$	697	$	287,634	726					$	(13,939)	Balance, January 23, 2021	10,985									$	69,324			4,294			$	697			$	287,634		$	(7,454)					726				$	(13,939)		$	336,262
Net income	Net income	—	—		—	—		2,574		—		—			—				2,574			Net income		—			—				—			—				2,574			—						—				—			2,574
Other comprehensive income, net of tax of $463	Other comprehensive income, net of tax of $463	—	—		—	—		—		1,054		—			—				1,054			Other comprehensive income, net of tax of $463		—			—				—			—				—			1,054						—				—			1,054
Dividends	Dividends	—	—		—	—		(3,262)		—		—			—				(3,262)			Dividends		—			—				—			—				(3,262)			—						—				—			(3,262)

Share-based compensation expense	Share-based compensation expense	—	640		—	—		—		—		—			—				640			Share-based compensation expense		—			640				—			—				—			—						—				—			640

Balance, April 24, 2021	Balance, April 24, 2021	10,985	$	69,964	4,294	$	697	$	286,946	$	(6,400)	726			$	(13,939)			$	337,268		Balance, April 24, 2021		10,985			$	69,964			4,294			$	697			$	286,946		$	(6,400)					726				$	(13,939)		$	337,268

Balance, January 25, 2020		10,586	$	66,655	4,294	$	697	$	272,401	$	(7,972)	513			$	(9,799)			$	321,982
																								39 Weeks Ended April 30, 2022 and April 24, 2021
																								Class A Common Stock							Class B Common Stock										Accumulated Other Comprehensive Income (Loss)						Treasury Stock Class A							Total Shareholders' Equity
																								Shares Issued			Amount				Shares Issued			Amount				Retained Earnings									Shares				Amount
Balance, July 31, 2021																						Balance, July 31, 2021		10,978			$	70,594			4,294			$	697			$	293,185		$	(9,064)					726				$	(13,939)		$	341,473
Net income	Net income	—	—		—	—		11,152		—		—			—				11,152			Net income		—			—				—			—				14,227			—						—				—			14,227
Other comprehensive income, net of tax of $216		—	—		—	—		—		506		—			—				506
Other comprehensive income, net of tax of $6,362																						Other comprehensive income, net of tax of $6,362		—			—				—			—				—			14,554						—				—			14,554
Dividends	Dividends	—	—		—	—		(3,259)		—		—			—				(3,259)			Dividends		—			—				—			—				(9,787)			—						—				—			(9,787)

Treasury stock purchases	Treasury stock purchases	—	—		—	—		—		—		213			(4,140)				(4,140)			Treasury stock purchases		—			—				—			—				—			—						26				(649)			(649)
Restricted shares forfeited	Restricted shares forfeited	(1)	(19)		—	—		—		—		—			—				(19)			Restricted shares forfeited		(12)			(129)				—			—				—			—						—				—			(129)
Share-based compensation expense	Share-based compensation expense	385	786		—	—		—		—		—			—				786			Share-based compensation expense		9			1,886				—			—				—			—						—				—			1,886

Balance, April 25, 2020		10,970	$	67,422	4,294	$	697	$	280,294	$	(7,466)	726			$	(13,939)			$	327,008

		39 Weeks Ended April 24, 2021 and April 25, 2020
		Class A Common Stock			Class B Common Stock					Accumulated Other Comprehensive Income (Loss)		Treasury Stock Class A							Total Shareholders' Equity
Balance, April 30, 2022													Balance, April 30, 2022	10,975								$	72,351			4,294			$	697		$	297,625			$	5,490			752					$	(14,588)			$	361,575
		Shares Issued	Amount		Shares Issued	Amount		Retained Earnings				Accumulated Other Comprehensive Income (Loss)			Shares						Amount				Total Shareholders' Equity
Balance, July 25, 2020	Balance, July 25, 2020	10,985	$	68,072	4,294	$	697	$	286,241	726					$	(13,939)	Balance, July 25, 2020	10,985									$	68,072			4,294			$	697			$	286,241		$	(8,751)					726				$	(13,939)		$	332,320
Net income	Net income	—	—		—	—		10,490		—		—			—				10,490			Net income		—			—				—			—				10,490			—						—				—			10,490
Other comprehensive income, net of tax of $1,033	Other comprehensive income, net of tax of $1,033	—	—		—	—		—		2,351		—			—				2,351			Other comprehensive income, net of tax of $1,033		—			—				—			—				—			2,351						—				—			2,351
Dividends	Dividends	—	—		—	—		(9,785)		—		—			—				(9,785)			Dividends		—			—				—			—				(9,785)			—						—				—			(9,785)

Restricted shares forfeited	Restricted shares forfeited	(8)	(24)		—	—		—		—		—			—				(24)			Restricted shares forfeited		(8)			(24)				—			—				—			—						—				—			(24)
Share-based compensation expense	Share-based compensation expense	8	1,916		—	—		—		—		—			—				1,916			Share-based compensation expense		8			1,916				—			—				—			—						—				—			1,916

Balance, April 24, 2021	Balance, April 24, 2021	10,985	$	69,964	4,294	$	697	$	286,946	$	(6,400)	726			$	(13,939)			$	337,268		Balance, April 24, 2021		10,985			$	69,964			4,294			$	697			$	286,946		$	(6,400)					726				$	(13,939)		$	337,268

Balance, July 27, 2019		10,593	$	65,114	4,294	$	697	$	270,753	$	(8,342)	502			$	(9,550)			$	318,672
Net income		—	—		—	—		15,724		—		—			—				15,724
Other comprehensive income, net of tax of $376		—	—		—	—		—		876		—			—				876
Dividends		—	—		—	—		(9,697)		—		—			—				(9,697)

Treasury stock purchases		—	—		—	—		—		—		224			(4,389)				(4,389)
Restricted shares forfeited		(10)	(199)		—	—		—		—		—			—				(199)
Share-based compensation expense		387	2,507		—	—		—		—		—			—				2,507
Adjustment due to the adoption of ASU 2016-02, net of tax of $1,385		—	—		—	—		3,514		—		—			—				3,514
Balance, April 25, 2020		10,970	$	67,422	4,294	$	697	$	280,294	$	(7,466)	726			$	(13,939)			$	327,008

See notes to consolidated financial statements.

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) (Unaudited)
39 Weeks Ended
April 24,
2021 April 25,
2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 10,490 $ 15,724
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 27,003 22,914
Non-cash share-based compensation 1,892 2,308
Loss on pension settlements 0 1,362
Deferred taxes (1,539) 983
Provision to value inventories at LIFO 0 400
Gain on sale of property, equipment and fixtures (1,031) (1,252)
Changes in assets and liabilities:
Merchandise inventories (2,837) 5,490
Patronage dividend receivable 3,464 4,408
Accounts payable to Wakefern (6,485) 9,962
Accounts payable and accrued expenses (4,076) (3,153)
Accrued wages and benefits (502) (982)
Income taxes receivable / payable 4,611 1,278
Other assets and liabilities 2,005 (38)
Net cash provided by operating activities 32,995 59,404
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (14,901) (47,812)
Proceeds from the sale of assets 1,076 1,261
Investment in notes receivable from Wakefern (1,708) (2,243)
Acquisition deposit in escrow 0 (7,600)
Acquisition of Gourmet Garage, net of cash acquired 0 64
Net cash used in investing activities (15,533) (56,330)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of long-term debt 50,000 0
Principal payments of long-term debt (6,459) (507)
Payments on revolving line of credit (50,000) 0
Debt issuance costs (222) 0
Dividends (9,785) (9,697)
Treasury stock purchases 0 (4,389)
Net cash used in financing activities (16,466) (14,593)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 996 (11,519)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 111,681 101,121
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 112,677 $ 89,602
SUPPLEMENTAL DISCLOSURES OF CASH PAYMENTS MADE FOR:
Interest $ 2,963 $ 1,698
Income taxes $ 1,475 $ 4,132
NONCASH SUPPLEMENTAL DISCLOSURES:
Investment in Wakefern and increase in notes payable to Wakefern $ 351 $ 93
Capital expenditures included in accounts payable and accrued expenses $ 3,779 $ 5,221


VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)
	39 Weeks Ended
	April 30, 2022		April 24, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	14,227	$	10,490
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	26,060		27,003
Non-cash share-based compensation	1,757		1,892
Non-cash pension settlement charges	10,811		—
Deferred taxes	(3,674)		(1,539)
Provision to value inventories at LIFO	1,462		—

Gain on sale of property, equipment and fixtures	(220)		(1,031)
Changes in assets and liabilities:
Merchandise inventories	(5,258)		(2,837)
Patronage dividend receivable	3,494		3,464
Accounts payable to Wakefern	1,538		(6,485)
Accounts payable and accrued expenses	(1,747)		(4,076)
Accrued wages and benefits	1,054		(502)
Income taxes receivable / payable	(1,116)		4,611
Other assets and liabilities	3,314		2,005
Net cash provided by operating activities	51,702		32,995
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(36,834)		(14,901)
Proceeds from the sale of assets	4,225		1,076
Investment in notes receivable from Wakefern	(1,788)		(1,708)



Investment in real estate partnership	(4,393)		—

Net cash used in investing activities	(38,790)		(15,533)
CASH FLOWS FROM FINANCING ACTIVITIES


Proceeds from issuance of long-term debt	7,350		50,000
Principal payments of long-term debt	(6,174)		(6,459)

Payments on revolving line of credit	—		(50,000)
Debt issuance costs	(51)		(222)
Dividends	(9,787)		(9,785)
Treasury stock purchases, including shares surrendered for withholding taxes	(649)		—
Net cash used in financing activities	(9,311)		(16,466)

NET INCREASE IN CASH AND CASH EQUIVALENTS	3,601		996

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	116,314		111,681

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	119,915	$	112,677

SUPPLEMENTAL DISCLOSURES OF CASH PAYMENTS MADE FOR:
Interest	$	2,923	$	2,963
Income taxes	$	17,740	$	1,475

NONCASH SUPPLEMENTAL DISCLOSURES:
Investment in Wakefern and increase in notes payable to Wakefern	$	—	$	351
Capital expenditures included in accounts payable and accrued expenses	$	4,152	$	3,779

See notes to consolidated financial statements.

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 ~~24, 2021~~30, 2022 and the consolidated statements of operations, comprehensive income and cash flows for the 13 and 39 weeks ended April ~~24, 2021~~30, 2022 and April ~~25, 2020~~24, 2021 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 ~~25, 2020~~31, 2021 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 ~~24, 2021~~30, 2022 are not necessarily indicative of the results to be expected for the full year.

Disaggregated Revenues

The following table presents the Company's sales by product categories during each of the periods indicated:


		13 Weeks Ended								39 Weeks Ended									13 Weeks Ended								39 Weeks Ended
		April 24, 2021				April 25, 2020				April 24, 2021				April 25, 2020					April 30, 2022				April 24, 2021				April 30, 2022				April 24, 2021
		Amount		%		Amount		%		Amount		%		Amount		%			Amount		%		Amount		%		Amount		%		Amount		%
Center Store (1)	Center Store (1)	$	286,882	59.6	%	$	291,257	63.5	%	$	904,651	60.6	%	$	812,089	62.3	%	Center Store (1)	$	297,892	59.4	%	$	286,882	59.6	%	$	918,228	59.9	%	$	904,651	60.6	%
Fresh (2)	Fresh (2)	176,013		36.6		148,489		32.4		533,622		35.7		434,669		33.4		Fresh (2)	185,757		37.0		176,013		36.6		559,909		36.5		533,622		35.7
Pharmacy	Pharmacy	16,303		3.4		17,252		3.8		49,406		3.3		52,486		4.0		Pharmacy	16,761		3.3		16,303		3.4		50,365		3.3		49,406		3.3
Other (3)	Other (3)	1,895		0.4		1,294		0.3		6,368		0.4		3,872		0.3		Other (3)	1,552		0.3		1,895		0.4		5,079		0.3		6,368		0.4

Total Sales	Total Sales	$	481,093	100.0	%	$	458,292	100.0	%	$	1,494,047	100.0	%	$	1,303,116	100.0	%	Total Sales	$	501,962	100.0	%	$	481,093	100.0	%	$	1,533,581	100.0	%	$	1,494,047	100.0	%

(1) Consists primarily of grocery, dairy, frozen, health and beauty care, general merchandise and liquor.

(2) Consists primarily of produce, meat, deli, seafood, bakery, prepared foods and floral.

(3) Consists primarily of sales related to other income streams, including ~~ShopRite from Home~~ service fees related to digital sales, gift card and lottery commissions and wholesale sales.

2. MERCHANDISE INVENTORIES

At both April ~~24, 2021~~30, 2022 and July ~~25, 2020,~~31, 2021, approximately ~~63%~~62% 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 ~~$15,101~~$16,783 and $15,321 higher than reported at ~~both~~ April ~~24, 2021~~30, 2022 and July ~~25, 2020.~~31, 2021, respectively.

3. NET INCOME PER SHARE

The Company has 2 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.

The table below reconciles Net (loss) income to Net (loss) income available to Class A and Class B shareholders:


	13 Weeks Ended				39 Weeks Ended
	April 30, 2022		April 24, 2021		April 30, 2022		April 24, 2021
Net (loss) income	$	(3,231)	$	2,574	$	14,227	$	10,490
Distributed and allocated undistributed Net (loss) income to unvested restricted shareholders	(93)		82		429		336
Net (loss) income available to Class A and Class B shareholders	$	(3,138)	$	2,492	$	13,798	$	10,154

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


		13 Weeks Ended				39 Weeks Ended					13 Weeks Ended				39 Weeks Ended
		April 24, 2021				April 24, 2021					April 30, 2022				April 30, 2022
		Class A		Class B		Class A		Class B			Class A		Class B		Class A		Class B
Numerator:	Numerator:									Numerator:
Net income allocated, basic		$	1,943	$	551	$	7,914	$	2,242
Net (loss) income allocated, basic										Net (loss) income allocated, basic	$	(2,447)	$	(691)	$	10,757	$	3,041
Conversion of Class B to Class A shares	Conversion of Class B to Class A shares	551		0		2,242		0		Conversion of Class B to Class A shares	(691)		—		3,041		—

Net income allocated, diluted		$	2,494	$	551	$	10,156	$	2,242
Effect of share-based compensation on allocated net (loss) income										Effect of share-based compensation on allocated net (loss) income	(19)		(14)		—		—
Net (loss) income allocated, diluted										Net (loss) income allocated, diluted	$	(3,157)	$	(705)	$	13,798	$	3,041

Denominator:	Denominator:									Denominator:
Weighted average shares outstanding, basic	Weighted average shares outstanding, basic	9,850		4,294		9,850		4,294		Weighted average shares outstanding, basic	9,876		4,294		9,871		4,294
Conversion of Class B to Class A shares	Conversion of Class B to Class A shares	4,294		0		4,294		0		Conversion of Class B to Class A shares	4,294		—		4,294		—

Weighted average shares outstanding, diluted	Weighted average shares outstanding, diluted	14,144		4,294		14,144		4,294		Weighted average shares outstanding, diluted	14,170		4,294		14,165		4,294

		13 Weeks Ended				39 Weeks Ended					13 Weeks Ended				39 Weeks Ended
		April 25, 2020				April 25, 2020					April 24, 2021				April 24, 2021
		Class A		Class B		Class A		Class B			Class A		Class B		Class A		Class B
Numerator:	Numerator:									Numerator:
Net income allocated, basic	Net income allocated, basic	$	8,431	$	2,398	$	11,892	$	3,390	Net income allocated, basic	$	1,943	$	551	$	7,914	$	2,242
Conversion of Class B to Class A shares	Conversion of Class B to Class A shares	2,398		0		3,390		0		Conversion of Class B to Class A shares	551		—		2,242		—

Net income allocated, diluted	Net income allocated, diluted	$	10,829	$	2,398	$	15,282	$	3,390	Net income allocated, diluted	$	2,494	$	551	$	10,156	$	2,242

Denominator:	Denominator:									Denominator:
Weighted average shares outstanding, basic	Weighted average shares outstanding, basic	9,789		4,294		9,775		4,294		Weighted average shares outstanding, basic	9,850		4,294		9,850		4,294
Conversion of Class B to Class A shares	Conversion of Class B to Class A shares	4,294		0		4,294		0		Conversion of Class B to Class A shares	4,294		—		4,294		—

Weighted average shares outstanding, diluted	Weighted average shares outstanding, diluted	14,083		4,294		14,069		4,294		Weighted average shares outstanding, diluted	14,144		4,294		14,144		4,294

Outstanding stock options to purchase Class A shares of ~~156~~102 and ~~159~~156 were excluded from the calculation of diluted net income per share at April ~~24, 2021~~30, 2022 and April ~~25, 2020,~~24, 2021, respectively, as a result of their anti-dilutive effect. In addition, ~~398~~363 and ~~397~~398 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 ~~24, 2021~~30, 2022 and April ~~25, 2020,~~24, 2021, respectively, due to their anti-dilutive effect.

4. PENSION PLANS

Net periodic pension cost for the 3 defined benefit pension plans sponsored in fiscal ~~2021~~2022 and ~~the 4 defined benefit pension plans sponsored in fiscal 2020~~2021 includes the following components:


		13 Weeks Ended				39 Weeks Ended					13 Weeks Ended				39 Weeks Ended
		April 24, 2021		April 25, 2020		April 24, 2021		April 25, 2020			April 30, 2022		April 24, 2021		April 30, 2022		April 24, 2021
Service cost	Service cost	$	54	$	51	$	162	$	152	Service cost	$	47	$	54	$	140	$	162
Interest cost on projected benefit obligations	Interest cost on projected benefit obligations	422		512		1,266		1,643		Interest cost on projected benefit obligations	420		422		1,261		1,266
Expected return on plan assets	Expected return on plan assets	(483)		(733)		(1,449)		(2,061)		Expected return on plan assets	(409)		(483)		(1,227)		(1,449)
Loss on settlement	Loss on settlement	0		116		0		1,362		Loss on settlement	12,296		—		12,296		—
Amortization of net losses	Amortization of net losses	147		144		441		435		Amortization of net losses	126		147		378		441
Net periodic pension cost	Net periodic pension cost	$	140	$	90	$	420	$	1,531	Net periodic pension cost	$	12,480	$	140	$	12,848	$	420

~~On December 23, 2019,~~In April 2022, the Company terminated the Village Super Market, Inc. ~~Retail Clerks~~ Employees’ Retirement Plan. ~~All~~Prior to termination, the Company made a $1,485 contribution to fully fund the plan. Plan assets were liquidated to fund lump sum distributions to participants of ~~the plan were former employees of a store previously closed in 1994. An~~$37,289 and purchase annuity ~~contract~~contracts totaling ~~$1,302 was purchased~~$14,930 with an insurance company for all participants who did not elect a lump sum distribution. ~~Additionally, lump sum distributions related to the termination totaled $451. The plan had sufficient assets to satisfy all termination transaction obligations, and 0~~No benefit obligation or plan assets related to the Village Super Market, Inc. ~~Retail Clerks~~ Employees’ Retirement Plan ~~remained~~remain as of April 30, 2022. The Company recognized a $12,296 pre-tax settlement charge as a result of the termination, ~~date. As~~including a ~~result of this termination, the Company recognized a~~$10,811 non-cash ~~pre-tax settlement~~ charge ~~totaling $669 during the 13 weeks ended January 25, 2020. This settlement charge represents the plan’s remaining~~for unrecognized losses within accumulated other comprehensive loss as of the termination date.

~~Additionally,~~ Contributions to the Company recognized a settlement loss of $116 and $693 in the 13 and 39 weeks ended April 25, 2020, respectively, for a plan where benefits paid exceeded the sum of the service cost and interest cost components of net periodic pension cost. Assumptions used in the related remeasurement include a discount rate of 2.85% and long termremaining plans are expected ~~rate of return on plan assets of 5.00%.~~

~~As of April 24, 2021, the Company has 0t made any contributions to its pension plans in fiscal 2021. The Company expects contributions to its defined benefit pension plans~~ to be immaterial in fiscal ~~2021.~~2022.

5. RELATED PARTY INFORMATION

A description of the Company’s transactions with Wakefern, its principal supplier, and with other related parties is included in the Company’s Annual Report on Form 10-K for the year ended July ~~25, 2020.~~31, 2021.

Included in cash and cash equivalents at April ~~24, 2021~~30, 2022 and July ~~25, 2020~~31, 2021 are ~~$82,651~~$96,918 and ~~$76,259,~~$86,670, respectively, of demand deposits invested at Wakefern at overnight money market rates.

On April 28, 2022 the Company entered into a partnership agreement for 30% interest in the development of a retail center in Old Bridge, New Jersey, which includes a Village replacement store with future lease obligations of $9,280. Village's share of project costs are estimated to be $15,000 to $20,000. As of April 30, 2022, Village has invested $4,393 into the real estate partnership, which is accounted for as an equity method investment included in Other assets on the Consolidated Balance Sheet.

There have been no other significant changes in the Company’s relationships or nature of transactions with related parties during the 39 weeks ended April ~~24, 2021.~~30, 2022.

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.

7. DEBT

Long-term debt consists of:


		April 24, 2021		July 25, 2020			April 30, 2022		July 31, 2021
Unsecured revolving line of credit		$	0	$	50,000
Secured term loan		47,852		0

Secured term loans						Secured term loans	$	51,745	$	47,025
Unsecured term loan	Unsecured term loan	22,003		24,694		Unsecured term loan	18,407		21,104
New Market Tax Credit Financing	New Market Tax Credit Financing	5,735		5,921		New Market Tax Credit Financing	5,487		5,674

Total debt, excluding obligations under leases	Total debt, excluding obligations under leases	75,590		80,615		Total debt, excluding obligations under leases	75,639		73,803
Less current portion	Less current portion	6,976		6,421		Less current portion	7,466		6,976

Total long-term debt, excluding obligations under leases	Total long-term debt, excluding obligations under leases	$	68,614	$	74,194	Total long-term debt, excluding obligations under leases	$	68,173	$	66,827

Credit Facility

On ~~May 6, 2020, Village~~January 28, 2022, the Company entered into aan amended and restated credit agreement of the Company’s $150,500 credit facility (the “Credit Facility”) with Wells Fargo National Bank, National Association (“Wells Fargo”) ~~that supersedes in its entirety~~. The notable changes from the ~~prior credit~~previous agreement ~~with Wells Fargo dated November 9, 2017.~~include: (1) Modification of the reference rate from the London Interbank Offered Rate ("LIBOR") to the Secured Overnight Financing Rate ("SOFR") as a result of the expected cessation of LIBOR, (2) The ~~principal~~execution of a fifteen-year $7,350 secured term loan to finance the acquisition of the Galloway store shopping center and (3) Modification of the definition of Total Adjusted Debt for the purpose of determining the maximum adjusted debt to EBITDAR ratio financial covenant, as defined in the Credit ~~Facility is to finance general corporate and working capital requirements and Village’s acquisition of certain Fairway assets.~~Facility. Among other things, the Credit Facility provides ~~for a maximum loan amount of $150,500 as further set forth below:~~for:

•An unsecured revolving line of credit providing a maximum amount available for borrowing of ~~$125,000.~~$75,000. Indebtedness under this agreement bears interest at the applicable ~~LIBOR rate~~SOFR plus 1.10% and expires on May 6, 2025.

•An unsecured $25,500 term loan ~~with a maximum loan amount of $25,500. On~~issued on May 12, 2020, ~~Village executed a $25,500 term note,~~ repayable in equal monthly installments based on a seven-year amortization schedule through May 4, 2027 and bearing interest at the applicable SOFR plus 1.46%. Prior to the January 28, 2022 amendment to the credit facility, interest accrued on the unsecured term loan at the applicable LIBOR ~~rate~~ plus 1.35%. ~~Additionally, Village executed an~~An interest rate swap ~~for a~~with notional ~~amount~~amounts equal to the term loan ~~amount~~fixed the base LIBOR at .41%, resulting in a fixed effective rate of 1.76%. In February 2022, the Company executed an amendment and restatement of the interest rate swap that changes the reference rate to SOFR and fixes the base ~~LIBOR rate~~SOFR at ~~.41%~~.26% per annum through May 4, 2027, resulting in a fixed effective interest rate of ~~1.76%~~1.72% on the term ~~note.~~loan.

•OnA secured $50,000 term loan issued on September 1, 2020 Village converted $50,000 of its revolving line of credit to a secured converted term loan. The conversion reduced the maximum amount available for borrowing under the revolving line of credit from $125,000 to $75,000. The term loan bears interest at the applicable LIBOR rate plus 1.50% and is repayable in equal monthly installments based on a fifteen-year amortization schedule ~~beginning~~through September 1, 2035 and bearing interest at the applicable SOFR plus 1.61%. Prior to the January 28, 2022 amendment to the credit facility, interest accrued on the ~~conversion date. Additionally, Village previously executed a forward~~secured term loan at the applicable LIBOR plus 1.50%. An interest rate swap ~~effective on the conversion date, for a~~with notional ~~amount~~amounts equal to the term loan ~~amount~~fixed the base LIBOR at .69%, resulting in a fixed effective rate of 2.19%. In February 2022, the Company executed an amendment and restatement of the interest rate swap related to the term loan that changes the reference rate to SOFR and fixes the base ~~LIBOR rate~~SOFR at ~~.69%~~.57% per annum ~~for 15 years,~~through September 1, 2035, resulting in a fixed effective interest rate of ~~2.19%~~2.18% on the ~~converted~~ term loan. The term loan is secured by real properties of Village Super Market, Inc. and its subsidiaries, including the sites of 3three Village stores.

base SOFR at 1.41% per annum, resulting in a fixed effective interest rate of 2.91% on the term loan. The term loan is secured by the Galloway store shopping center acquired in the first quarter of fiscal 2022.

The principal purpose of the Credit Facility is to finance general corporate and working capital requirements, Village’s acquisition of certain Fairway assets and the purchase of the Galloway store shopping center. The Credit Facility also provides for up to $25,000 of letters of credit ($7,336 outstanding at April ~~24, 2021)~~30, 2022), which secure obligations for store leases and construction performance guarantees to municipalities. The Credit Facility contains covenants that, among other conditions, require a minimum tangible net worth, a minimum fixed charge coverage ratio and a maximum adjusted debt to EBITDAR ratio. The Company was in compliance with all covenants of the credit agreement at April ~~24, 2021.~~30, 2022.

New Markets Tax Credit Financing

On December 29, 2017, the Company entered into a financing transaction with Wells Fargo Community Investment Holdings, LLC (“Wells Fargo”) under a qualified New Markets Tax Credit (“NMTC”) program related to the construction of a new store in the Bronx, New York. The NMTC program was provided for in the Community Renewal Tax Relief Act of 2000 (the “Act”) and is intended to induce capital investment in qualified lower income communities. The Act permits taxpayers to claim credits against their Federal income taxes for up to 39% of qualified investments in the equity of community development entities (“CDEs”). CDEs are privately managed investment institutions that are certified to make qualified low-income community investments.

In connection with the financing, the Company loaned $4,835 to VSM Investment Fund, LLC (the "Investment Fund") at an interest rate of 1.403% per year and with a maturity date of December 31, 2044. Repayments on the loan commence in March 2025. Wells Fargo contributed $2,375 to the Investment Fund and, by virtue of such contribution, is entitled to substantially all of the tax benefits derived from the NMTC. The Investment Fund is a wholly owned subsidiary of Wells Fargo. The loan to the Investment Fund is recorded in other assets in the consolidated balance sheets.

The Investment Fund then contributed the proceeds to a CDE, which, in turn, loaned combined funds of $6,563, net of debt issuance costs, to Village Super Market of NY, LLC, a wholly-owned subsidiary of the Company, at an interest rate of 1.000% per year with a maturity date of December 31, 2051. These loans are secured by the leasehold improvements and equipment related to the construction of the Bronx store. Repayment of the loans commences in March 2025. The proceeds of the loans from the CDE were used to partially fund the construction of the Bronx store. The Notes payable related to New Markets Tax Credit, net of debt issuance costs, are recorded in long-term debt in the consolidated balance sheets.

The NMTC is subject to 100% recapture for a period of seven years. The Company is required to be in compliance with various regulations and contractual provisions that apply to the New Markets Tax Credit arrangement. Noncompliance could result in Wells Fargo's projected tax benefits not being realized and, therefore, require the Company to indemnify Wells Fargo for any loss or recapture of NMTCs. The Company does not anticipate any credit recapture will be required in connection with this financing arrangement. The transaction includes a put/call provision whereby the Company may be obligated or entitled to repurchase Wells Fargo's interest in the Investment Fund. The value attributed to the put/call is de minimis. We believe that Wells Fargo will exercise the put option in December 2024, at the end of the recapture period, that will result in a net benefit to the Company of $1,728. The Company is recognizing the net benefit over the seven-year compliance period in operating and administrative expense.

8. DERIVATIVES AND HEDGING ACTIVITIES

The Company is exposed to interest rate risk arising from fluctuations in LIBOR and SOFR related to the Company’s Credit Facility. The Company manages exposure to this risk and the variability of related cash flows primarily by the use of derivative financial instruments, specifically, interest rate swaps.

The Company’s objectives in using interest rate swaps are to add stability to interest expense and to manage its exposure to interest rate movements. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

~~In 2020,~~As of April 30, 2022, the Company ~~executed 2~~had 3 interest rate swaps with an aggregate initial notional value of ~~$75,500~~$82,850 to hedge the variable cash flows associated with variable-rate loans under the Company's Credit Facility. The interest rate swaps were executed for risk management and are not held for trading purposes. The objective of the interest rate swaps is to hedge the variability of cash flows resulting from fluctuations in ~~LIBOR.~~the reference rate. The swaps replaced the applicable ~~LIBOR~~reference rate with fixed interest rates and payments are settled monthly when payments are made on the variable-rate loans. The Company's

derivatives qualify and have been designated as cash flow hedges of interest rate risk. The gain or loss on the derivative is recorded in Accumulated other comprehensive ~~loss~~income (loss) and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. Amounts reported in Accumulated other comprehensive ~~loss~~income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on the variable-rate loans. The Company reclassified $89 and $86 during the 13 weeks ended April 30, 2022 and April 24, 2021, respectively, and $262 and $234 during the ~~13 and~~ 39 weeks ended April 30, 2022 and April 24, 2021, respectively, from Accumulated other comprehensive ~~loss~~income (loss) to Interest expense.

The notional value of the interest rate swaps were ~~$70,216~~$70,508 as of April ~~24, 2021.~~30, 2022. The fair value of interest rate swaps recorded in other assets is ~~$2,022~~$6,998 as of April ~~24, 2021.~~

30, 2022.

~~9. BUSINESS ACQUISITION~~In March 2020 and January 2021, the FASB issued ASU 2020-04, "Facilitation of the Effects of Reference Rate Reform on Financial Reporting" and ASU 2021-01, "Reference Rate Reform: Scope", respectively. These standards provide temporary optional expedients and exceptions for the application of GAAP to certain contract modifications, hedging relationships, and other arrangements that are expected to be impacted by the global transition away from certain reference rates, such as LIBOR. The guidance was effective upon issuance and, once adopted, may be applied prospectively to contract modifications and hedging relationships through December 31, 2022. During the second quarter of fiscal 2022, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Additionally, we elected to apply expedients related to the modification of hedged transactions related to reference rate reform. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The adoption of this portion of the ASU is not expected to have a material impact to our consolidated financial statements. We continue to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

On May 14, 2020, Village completed its acquisition of certain assets, including 5 supermarkets averaging 52,000 sq. ft. (30,000 selling sq. ft.), a production distribution center (the “PDC”) and the intellectual property of Fairway Group Holdings Corp. and certain of its subsidiaries (“Fairway”), including the names “Fairway” and “Fairway Markets.” Four of the supermarkets are in Manhattan, specifically the Upper West Side, Upper East Side, Kips Bay and Chelsea locations, and a fifth store is located in Pelham, NY. The acquisition was effectuated pursuant to the Asset Purchase Agreement (the "APA"), entered into on January 20, 2020, revised on March 25, 2020 and approved by the United States Bankruptcy Court for the Southern District of New York through a Sale Order entered on April 20, 2020. Village paid $73,622 for the Fairway assets, net

of cash acquired, and assumed certain liabilities, consisting primarily of those arising from acquired leases. Additionally, at the time of closing Village received a $2,035 credit arising from the breakup of Village’s initial “stalking horse” bid under the January 20, 2020 Asset Purchase Agreement. The credit was recognized as a reduction in operating and administrative expense in the fourth quarter of fiscal 2020. The Fairway acquisition expands our presence in New York City under an iconic city brand and provides Village the ability to expand centralized food production to support stores under all of our banners.

Village accounted for this transaction as a business combination in accordance with the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date. In connection with ~~this acquisition,~~the modification of the reference rate from LIBOR to SOFR in the Amended and Restated Credit Facility, in February 2022, the Company ~~recorded $11,540~~executed the amendment and restatement of ~~goodwill attributable~~2 interest rate swaps (see note 7). The modified rates did not have a material impact to the assembled workforce and cost synergies. The goodwill related to this acquisition is deductible for tax purposes. Additionally, the Company recorded a $14,200 indefinite-lived intangible asset related to the trade name. The fair value of the intangible asset was determined based on the discounted cash flow model using the relief from royalty method. The fair value of the property, equipment and fixtures were determined based on the indirect cost approach in which current costs that were not new were adjusted for all forms of depreciation. The Company also evaluated the fair value of the leases assumed in the acquisition, which evaluated comparable rents in the areas of the locations. Leases were determined to be at market apart from one location. For this location, the Company recorded a favorable lease of $4,360 within operating lease assets. The favorable lease is being amortized over the remaining duration of the lease. Transaction costs were expensed as incurred. The final allocation of the purchase price consideration to the assets acquired and the liabilities assumed has been completed.consolidated financial statements.

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 twenty-nine ShopRite supermarkets, five Fairway Markets and ~~three~~four Gourmet Garage specialty markets located in New Jersey, New York, Pennsylvania and Maryland. Village is the second largest member of Wakefern Food Corporation (“Wakefern”), the nation’s largest retailer-owned food cooperative and owner of the ShopRite, Fairway Market and Gourmet Garage names. As further described in the Company’s Form 10-K, this ownership interest in Wakefern provides Village with many of the economies of scale in purchasing, distribution, advanced retail technology, marketing and advertising associated with chains of greater size and geographic coverage.

On ~~May 14, 2020,~~April 29, 2022, Village ~~completed its acquisition of certain assets, including five supermarkets averaging 52,000~~opened a 14,600 sq. ft. ~~(30,000 selling sq. ft.), a production distribution center (the “PDC”) and~~Gourmet Garage in the intellectual property of Fairway Group Holdings Corp. and certain of its subsidiaries (“Fairway”), including the names “Fairway” and “Fairway Markets” for $73,622, net of cash acquired. Four of the supermarkets areWest Village in Manhattan, specifically the Upper West Side, Upper East Side, Kips Bay and Chelsea locations, and a fifth store is located in Pelham, NY. Like Village, Fairway traces its roots back to a neighborhood market over 80 years ago. Fairway Markets offer a one-stop destination shopping experience with an emphasis on fresh, unique, and high quality offerings paired with an expansive variety of natural, organic, specialty and gourmet products. The PDC is a centralized commissary that promotes production efficiency, product quality and consistency in the bakery, prepared foods, meals to go and other perishable product categories. Production costs at the PDC, including materials, labor and overhead, are included in Cost of sales. The Fairway acquisition expands our presence in New York City under an iconic city brand and provides Village the ability to expand centralized food production to support stores under all of our banners.NYC.

On February 22, 2021, Village closed the ShopRite store located in Silver Spring, Maryland. Despite continued investment in marketing and promotional programs, the store was unable to generate sales at a level sufficient to maintain profitability, resulting in its closure. The impacts associated with this closure were not material to the consolidated financial statements.

~~On November 1, 2019, Village opened an 82,000 sq. ft. (52,000 selling sq. ft.) ShopRite in Stroudsburg, Pennsylvania and replaced our existing 53,000 sq. ft. store.~~

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, providing a superior customer service experience and a broad range of consistently available quality products, including our own brands portfolio. ~~In October 2019, ShopRite introduced the Right Price Promise pricing strategy, a commitment to everyday low prices on the items customers purchase most frequently.~~ The ShopRite Price Plus preferred customer program enables Village to offer continuity programs, focus on target marketing initiatives and to offer discounts and attach digital coupons directly to a customer's Price Plus card.

In November 2019, ShopRite launched the Bowl & Basket and Paperbird own brands. Bowl & Basket foods pair thoughtfully selected ingredients at a budget friendly price and Paperbird offers a line of newly designed household products. ShopRite expects to add nearly 3,500 Bowl & Basket foods and Paperbird household products from their launch in November 2019 through fiscal 2021. The introduction of Bowl & Basket and Paperbird follows the 2016 launch of ShopRite’s Wholesome Pantry brands, which include the Wholesome Pantry Organic line as well as a range of products free from 110 ingredients and artificial additives and preservatives.

The Company’s stores, ~~six~~seven of which are owned, average ~~55,000~~54,000 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 onsite 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.

Online grocery ordering for in-store ~~pick up~~pick-up or home delivery ~~through ShopRite from Home~~ is available in all of our ShopRite stores. Customers can browse our circular, create and edit shopping lists and ~~use ShopRite from Home~~place orders for pick-up or delivery through

shoprite.com or the ShopRite app. Additionally, the ShopRite and Fairway Order Express ~~app enables~~apps enable customers to pre-order deli, catering, specialty occasion cakes and other items. Online ordering for home delivery through third party services is available in all ~~Fairway and Gourmet Garage stores. In April 2020 we also added online ordering for home delivery through third party services in all ShopRite~~ stores.

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.

~~COVID-19~~

NON-GAAP MEASURES

The accompanying Consolidated Financial Statements, including the related notes, are presented in accordance with generally accepted accounting principles ("GAAP"). We provide non-GAAP measures, including Adjusted net income and Adjusted operating and administrative expenses as management believes these supplemental measures are useful to investors and analysts. These non-GAAP financial measures should not be reviewed in isolation or considered as a substitute for our financial results as reported in accordance with GAAP, nor as an alternative to net income, operating and administrative expense or any other GAAP measure of performance. Adjusted net income and Adjusted operating and administrative expense are useful to investors because they provide supplemental measures that exclude the financial impact of certain items that affect period-to-period comparability. Management and the Board of Directors use these measures as they provide greater transparency in assessing ongoing operating performance on a period-to-period basis. Other companies may have different definitions of Non-GAAP Measures and provide for different adjustments, and comparability to the Company's results of operations may be impacted by such differences. The Company's presentation of Non-GAAP Measures should not be construed as an implication that its future results will be unaffected by unusual or non-recurring items.

The ~~Company was significantly impacted by the COVID-19 outbreak as it operates in~~following tables reconciles Net (loss) income to Adjusted net income and ~~around one of the early U.S. epicenters of the health crisis. The Company is classified as an essential business~~Operating and ~~has remained open~~administrative expenses to ~~serve our customers~~Adjusted operating and the communities in which we operate. We continue to experience changes in customer shopping habits, shifts in product mix and increased demand through digital channels as a result of the COVID-19 pandemic. Demand remains high in most stores, however sales at Fairway and Gourmet Garage locations in Manhattan have been negatively impacted by localized residential population migration out of the city and less commuter and tourist traffic. We expect continued uncertainty in our business as well as the local and regional economies in which we operate depending on the duration and intensity of the COVID-19 pandemic (see the "Outlook" section below for further discussion of risks and uncertainties).administrative expenses:


	13 Weeks Ended						39 Weeks Ended
	April 30, 2022			April 24, 2021			April 30, 2022			April 24, 2021

Net (loss) income	$	(3,231)		$	2,574		$	14,227		$	10,490

Adjustments to Operating and administrative expense:
Gain on sale of assets (1)	—			(724)			—			(724)
Pension termination and settlement charges (2)	12,296			—			12,296			—
Store closure costs (3)	—			325			—			325

Adjustments to Income taxes:
Tax impact of adjustments	(3,780)			122			(3,780)			122

Adjusted net income	$	5,285		$	2,297		$	22,743		$	10,213

Operating and administrative expense	$	137,751		$	121,156		$	385,521		$	371,968
Total adjustments to operating administrative expense	(12,296)			399			(12,296)			399
Adjusted operating and administrative expense	$	125,455		$	121,555		$	373,225		$	372,367
Adjusted operating and administrative expense as a % of sales	24.99		%	25.27		%	24.34		%	24.92		%

(1) The 13 and 39 weeks ended April 24, 2021 includes a $724 gain on the sale of the pharmacy prescription list related to the closure of the Silver Spring, Maryland store.

(2) The 13 and 39 weeks ended April 30, 2022 includes pension termination charges of $12,296 related to the Village Super Market Inc. Employees' Retirement Plan.

(3) The 13 and 39 weeks ended April 24, 2021 includes $325 of costs related to the closure of the Silver Spring, Maryland store.

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					13 Weeks Ended				39 Weeks Ended
		April 24, 2021		April 25, 2020		April 24, 2021		April 25, 2020			April 30, 2022		April 24, 2021		April 30, 2022		April 24, 2021
Sales	Sales	100.00	%	100.00	%	100.00	%	100.00	%	Sales	100.00	%	100.00	%	100.00	%	100.00	%
Cost of sales	Cost of sales	72.27		71.66		72.34		72.27		Cost of sales	71.79		72.27		71.87		72.34
Gross profit	Gross profit	27.73		28.34		27.66		27.73		Gross profit	28.21		27.73		28.13		27.66
Operating and administrative expense	Operating and administrative expense	25.18		23.34		24.90		24.39		Operating and administrative expense	27.44		25.18		25.14		24.90
Depreciation and amortization	Depreciation and amortization	1.74		1.68		1.74		1.76		Depreciation and amortization	1.61		1.74		1.62		1.74
Operating income		0.81		3.32		1.02		1.58
Operating (loss) income										Operating (loss) income	(0.84)		0.81		1.37		1.02

Interest expense	Interest expense	(0.21)		(0.12)		(0.20)		(0.13)		Interest expense	(0.20)		(0.21)		(0.19)		(0.20)
Interest income	Interest income	0.19		0.20		0.18		0.25		Interest income	0.19		0.19		0.18		0.18
Income before taxes		0.79		3.40		1.00		1.70
(Loss) income before income taxes										(Loss) income before income taxes	(0.85)		0.79		1.36		1.00
Income taxes	Income taxes	0.25		0.97		0.30		0.49		Income taxes	(0.22)		0.25		0.43		0.30
Net income		0.54	%	2.43	%	0.70	%	1.21	%
Net (loss) income										Net (loss) income	(0.63)	%	0.54	%	0.93	%	0.70	%

Sales. Sales were ~~$481,093~~$501,962 in the 13 weeks ended April ~~24, 2021,~~30, 2022, an increase of ~~5.0%~~4.3% compared to the 13 weeks ended April ~~25, 2020.~~24, 2021. Sales increased ~~in the 13 weeks ended April 24, 2021~~ due to ~~the Fairway acquisition on May 14, 2020~~an increase in same store sales of 4.6% partially offset by athe closure of the Silver Spring, Maryland store in February 2021. Same store sales increased due primarily to increased sales in New York City stores, inflation and continued growth in Supplemental Nutrition Assistance Program ("SNAP") benefit redemptions. Increases in transaction counts were partially offset by decreased basket sizes and same store digital sales ~~decrease of 5.5%.~~were flat.

Sales were ~~$1,494,047~~$1,533,581 in the 39 weeks ended April ~~24, 2021,~~30, 2022, an increase of ~~14.7%~~2.6% compared to the 39 weeks ended April ~~25, 2020.~~24, 2021. Sales increased ~~in the 39 weeks ended April 24, 2021~~ due to ~~the Fairway acquisition on May 14, 2020, the opening of the Stroudsburg replacement store on November 1, 2019 and a~~an increase in same store sales ~~increase~~ of ~~2.3%.~~

3.7% partially offset by the closure of the Silver Spring, Maryland store in February 2021. Same store sales ~~decreased in the 13 weeks ended April 24, 2021~~increased due primarily to ~~the unprecedented~~increased sales ~~levels at the beginning of the COVID-19 outbreak~~ in ~~our trade area~~New York City stores, inflation and continued growth in ~~March 2020. Since the beginning of the COVID-19 pandemic, we have experienced higher average~~SNAP benefit redemptions. Increases in transaction counts were partially offset by decreased basket sizes and ~~decreased transaction counts as customers have consolidated shopping trips. Additionally,~~same store digital sales growth accelerated through both ShopRite from Home and partnerships with online grocery picking and delivery services, increasing 127% and 155% in the 13 and 39 weeks ended April 24, 2021, respectively, compared to the 13 and 39 weeks ended April 25, 2020. During the COVID-19 pandemic, sales at Fairway and Gourmet Garage locations in Manhattan during the 13 and 39 weeks ended April 24, 2021 have been significantly negatively impacted due primarily to residential population migration out of the city and less commuter and tourist traffic.were flat.

On a two-year stacked basis, same store sales decreased 1.6% and increased ~~7.7% and 7.4%~~6.0% in the 13 and 39 weeks ended April ~~24, 2021, respectively, compared to~~30, 2022, respectively. Same store digital sales increased 106% and 135% on a two-year stacked basis for the 13 and 39 weeks ended April ~~27, 2019.~~30, 2022, respectively.

~~The Company expects same store sales in fiscal 2021 to range from an increase of 1.0% to 2.0% compared to fiscal 2020.~~ 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.

Gross Profit. Gross profit as a percentage of sales ~~decreased .61%~~increased .48% in the 13 weeks ended April 30, 2022 compared to the 13 weeks ended April 24, 2021 compared to the 13 weeks ended April 25, 2020. Higher margins associated with Fairway increased gross profit (.70%) despite higher costs as we transition and integrate commissary operations into our business. Excluding the impact of Fairway, gross profit as a percentage of sales decreased 1.31% due primarily to ~~decreased~~increased departmental gross margin percentages ~~(1.00%~~(.70%), ~~increased~~decreased warehouse assessment charges from Wakefern ~~(.59%~~(.21%), and ~~higher promotional spending (.21%) partially offset by~~a favorable change in product mix ~~(.46%~~(.05%), ~~and increased~~partially offset by higher LIFO charges (.18%), decreased patronage dividends and rebates received from Wakefern ~~(.03%~~(.16%) and higher promotional spending (.14%). ~~These trends are~~Department gross margins increased due primarily to the disproportionately high sales levels at the beginning of the pandemic during the 13 weeks ended April 25, 2020 which favorably impacted departmental gross profit margins through reduced shrink costs, reduced promotional spending due to decreased sale item penetration, increased sales leverage on fixed warehouse assessment charges from Wakefernpricing initiatives and ~~resulted~~improvements in ~~a lesser mix of higher margin perishable items. Additionally, departmental gross profits decreased due partly to continued price investments as part of ShopRite's Right Price Promise pricing strategy.~~commissary operations.

Gross profit as a percentage of sales ~~decreased .07%~~increased .47% in the 39 weeks ended April 30, 2022 compared to the 39 weeks ended April 24, 2021 compared to the 39 weeks ended April 25, 2020. Higher margins associated with Fairway increased gross profit (.62%) despite higher costs as we transition and integrate commissary operations into our business. Excluding the impact of Fairway, gross profit as a percentage of sales decreased .70% due primarily to ~~decreased~~increased departmental gross margin percentages ~~(.73%~~(.71%) and a favorable change in product mix (.09%), partially offset by higher LIFO charges (.09%), increased warehouse assessment charges from Wakefern ~~(.26%) partially offset by a favorable change in product mix (.14%~~(.05%), ~~lower promotional spending (.12%) and increased~~decreased patronage dividends and rebates received from Wakefern ~~(.03%~~(.13%) and higher promotional spending (.05%). ~~Departmental~~Department gross ~~profits decreased~~margins increased due ~~partly~~primarily to ~~continued price investments as part of from ShopRite's Right Price Promise~~ pricing ~~strategy.~~initiatives and improvements in commissary operations.

Operating and Administrative Expense. Operating and administrative expense as a percentage of sales increased ~~1.84%~~2.26% in the 13 weeks ended April ~~24, 2021~~30, 2022 compared to the 13 weeks ended April ~~25, 2020.~~24, 2021. The 13 weeks ended April ~~24, 2021~~30, 2022 includes a ~~gain on the sale~~$12.3 million (2.45% as a percentage of a pharmacy prescription list related to the Silver Spring store, net of store closing costs, (.08%) and the 13 weeks ended April 25, 2020 includes a gain on the sale of pharmacy prescription lists related to three store pharmacies closed in March 2020 (.27%) and a pensionsales) settlement charge as a result of ~~(.03%). Excluding these items,~~the termination of the Village Super Market, Inc. Employees’ Retirement Plan. The Company contributed cash of $1.5 million to fully fund the plan and the

remaining $10.8 million represents non-cash charges for unrecognized losses within accumulated other comprehensive loss as of the termination date.

Adjusted operating and administrative expense as a percentage of sales ~~increased 1.68% in the 13 weeks ended April 24, 2021 compared to the 13 weeks ended April 25, 2020~~decreased .28% due primarily to ~~increased occupancy~~lower labor costs ~~as a result of the Fairway acquisition (0.99%~~and fringe benefits (.29%) and less advertising spending (.09%), partially offset by increased external fees and transportation costs associated with digital sales ~~(.54%~~(.12%)~~, increased payroll (.83%)~~. Labor costs decreased due to productivity initiatives, labor shortages and ~~increased facility costs, including utilities, repairs and maintenance (.36%),~~sales leverage partially offset by ~~decreased costs related to COVID-19, including enhanced wages~~minimum wage and ~~benefits, security and outside sanitation services (1.13%). Payroll and facilities costs increased primarily due to reduced sales leverage, increasing wage rates and the addition of Fairway.~~demand driven pay rate increases.

Operating and administrative expense as a percentage of sales increased ~~.51%~~.24% in the 39 weeks ended April ~~24, 2021~~30, 2022 compared to the 39 weeks ended April ~~25, 2020. The 39 weeks ended April~~ 24, 2021 includes a gain on the sale of a pharmacy prescription list related to the Silver Spring store, net of store closing costs, (.03%) and the 39 weeks ended April 25, 2020 includes a gain on the sale of pharmacy prescription lists related to three store pharmacies closed in March 2020 (.09%), a non-cash pension charge related to the termination of a company-sponsored pension plan and other pension settlement charges (.10%) (see note 4 to the consolidated financial statements), pre-opening costs of the Stroudsburg, Pennsylvania replacement store (.10%) and store closure costs and charges to write off the lease asset and related obligations for the old Stroudsburg store (.06%). Excluding these items,2021. Adjusted operating and administrative expense as a percentage of sales ~~increased .71% in the 39 weeks ended April 24, 2021 compared to the 39 weeks ended April 25, 2020~~decreased .58% due primarily to ~~increased occupancy~~lower labor costs ~~due primarily to the Fairway acquisition (.85%~~and fringe benefits (.61%) and less advertising spending (.11%), partially offset by increased external fees and transportation costs associated with digital sales ~~(.49%~~(.11%),. Labor costs decreased due to productivity initiatives, labor shortages and sales leverage partially offset by ~~decreased costs related to COVID-19, including enhanced wages~~minimum wage and benefits, security and outside sanitation services (.30%) and lower payroll and fringe benefit costs (.30%). Payroll and fringe benefits decreased primarily due to leverage from higher sales and reductions in service department offerings partially offset by the addition of Fairway and growth of ShopRite from Home.

demand driven pay rate increases.

Depreciation and Amortization. Depreciation and amortization expense ~~increased~~decreased in both the 13 and 39 weeks ended April 30, 2022 compared to the 13 and 39 weeks ended April 24, 2021 due primarily to the closure of the Silver Spring, Maryland ShopRite in February 2021 and the timing of capital expenditures.

Interest Expense. Interest expense decreased in both the 13 and 39 weeks ended April 30, 2022 compared to the 13 and 39 weeks ended April ~~25, 2020~~24, 2021 due ~~primarily~~ to ~~depreciation related to the Fairway acquisition.~~lower average outstanding borrowings.

Interest ~~Expense~~Income. Interest ~~expense~~income increased in both the 13 and 39 weeks ended April 30, 2022 compared to the 13 and 39 weeks ended April 24, 2021 ~~compared to the 13 and 39 weeks ended April 25, 2020~~ due primarily to ~~interest expense related to the credit agreement entered into on May 6, 2020 (see note 7 to the consolidated financial statements).~~

~~Interest Income. Interest income decreased in the 13 and 39 weeks ended April 24, 2021 compared to the 13 and 39 weeks ended April 25, 2020 due primarily to lower~~higher interest rates ~~for~~and larger amounts invested in variable rate notes receivable from Wakefern and demand deposits invested at Wakefern.

Income Taxes. The effective income tax rate was ~~31.5% and 30.3%~~25.4% in the 13 ~~and 39~~weeks ended April 30, 2022 compared to 31.5% in the 13 weeks ended April 24, ~~2021, compared~~2021. The 13 weeks ended April 30, 2022 includes the recognition of a discrete tax benefit related to ~~28.4%~~the pension termination settlement charge recognized in the quarter. Excluding the impact of the pension termination settlement charge and ~~28.9%~~related discrete tax benefit, the effective income tax rate was 33.7% in the 13 ~~and 39~~ weeks ended April ~~25, 2020, respectively.~~30, 2022. The increase in the effective income tax rate is due primarily to ~~favorable~~greater apportionment in higher state tax rate jurisdictions and unfavorable return to provision adjustments in the 13 ~~and~~weeks ended April 30, 2022 as a result of receiving less work opportunity tax credits than estimated.

The effective income tax rate was 31.7% in the 39 weeks ended April ~~25, 2020.~~

30, 2022 compared to 30.3% in the 39 weeks ended April 24, 2021. The increase in the effective income tax rate is due primarily to greater apportionment in higher state tax rate jurisdictions and unfavorable return to provision adjustments as a result of receiving less work opportunity tax credits than estimated.

Net (Loss) Income. Net loss was $3,231 in the 13 weeks ended April 30, 2022 compared to net income ~~was~~of $2,574 in the 13 weeks ended April 24, ~~2021 compared to $11,152~~2021. Adjusted net income was $5,285 in the 13 weeks ended April ~~25, 2020. The 13 weeks ended April 24, 2021 includes a gain on the sale of a pharmacy prescription list related~~30, 2022 compared to the Silver Spring store, net of store closing costs, of $278 (net of tax) and the 13 weeks ended April 25, 2020 includes a gain on the sale of pharmacy prescription lists related to three store pharmacies closed in March 2020 of $854 (net of tax) and pension settlement charges of $83 (net of tax). Excluding these items, net income decreased 78%$2,297 in the 13 weeks ended April 24, ~~2021 compared to the prior year. Net~~2021. Adjusted net income ~~decreased compared to the prior year period~~increased 130% due primarily to the ~~sharp rise~~4.6% increase in same store sales, ~~volumes at the beginning of the COVID-19 pandemic in March 2020 that resulted in~~ higher gross profit margins and ~~sales leverage on operating expenses during the 13 weeks ended April 25, 2020. Additionally, the 13 weeks ended April 24, 2021~~

~~were negatively impacted by~~ lower ~~sales volumes in Manhattan and higher costs as we transition and integrate commissary operations into our business.~~

payroll costs.

Net income was $14,227 in the 39 weeks ended April 30, 2022 compared to $10,490 in the 39 weeks ended April 24, ~~2021 compared to $15,724~~2021. Adjusted net income was $22,743 in the 39 weeks ended April ~~25, 2020. The 39 weeks ended April 24, 2021 includes a gain on the sale of a pharmacy prescription list related~~30, 2022 compared to the Silver Spring store, net of store closing costs, of $278 (net of tax). The 39 weeks ended April 25, 2020 includes a gain on the sale of pharmacy prescription lists related to three store pharmacies closed in March 2020 of $854 (net of tax), a non-cash pension charge related to the termination of a company-sponsored pension plan and other pension settlement charges of $954 (net of tax), pre-opening costs related to the Stroudsburg, Pennsylvania replacement store of $891 (net of tax) and store closure costs and charges to write off the lease asset and related obligations for the old Stroudsburg store of $557 (net of tax). Excluding these items, net income decreased 40%$10,213 in the 39 weeks ended April 24, ~~2021 compared to the prior year. Net~~2021. Adjusted net income ~~decreased~~increased 123% due primarily to the 3.7% increase in same store sales, higher gross profit margins and lower ~~sales volumes in Manhattan and higher costs as we transition and integrate commissary operations into our business.~~payroll costs.

CRITICAL ACCOUNTING POLICIES

Critical accounting policies are those accounting policies that management believes are important to the portrayal of the Company’s financial condition and results of operations. These policies require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. The Company’s critical accounting policies relating to the impairment of long-lived assets, goodwill and ~~goodwill,~~indefinite-lived intangible assets, 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 ~~25, 2020.~~31, 2021. As of April ~~24, 2021,~~30, 2022, there have been no changes to the critical accounting policies contained therein.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities was ~~$32,995~~$51,702 in the 39 weeks ended April ~~24, 2021~~30, 2022 compared to ~~$59,404~~$32,995 in the corresponding period of the prior year. The change in cash flows from operating activities in fiscal ~~2021~~2022 was primarily due to changes in working capital and ~~lower~~higher net ~~income.~~income adjusted for non-cash items. Working capital changes, including Other assets and liabilities, ~~decreased~~increased cash flows from operating activities by $1,279 in fiscal 2022 compared to a decrease of $3,820 in fiscal ~~2021 compared to an increase of $16,965 in fiscal 2020.~~2021. The change in impact of working capital is due primarily to ~~the significant~~an increase in ~~inventory turnover in March and April 2020 at the beginning of the COVID-19 outbreak that lowered stock levels and increased~~ accounts payable to ~~Wakefern.~~Wakefern and partially offset by a decrease in income taxes payable and an increase in merchandise inventories due primarily to cost inflation.

During the 39 weeks ended April ~~24, 2021,~~30, 2022, Village used cash to fund capital expenditures of ~~$14,901,~~$36,834, dividends of ~~$9,785,~~$9,787, principal ~~payment~~payments of long-term debt of ~~$6,459~~$6,174, an investment in a real estate partnership for the development of a retail center in Old Bridge, New Jersey of $4,393 and additional investments of ~~$1,708~~$1,788 in notes receivable from Wakefern. Capital expenditures primarily include costs associated with the ~~integration~~purchase of ~~Fairway stores, completion~~the Galloway store shopping center, the purchase of ~~one major remodel,~~land in central New Jersey for a potential replacement store and other development, continued expansion of ~~ShopRite from Home and self-checkout.~~

~~Village has budgeted capital expenditures of $25,000 in fiscal 2021. Planned expenditures include several smaller remodels, continued expansion of ShopRite from Home and~~ self-checkout, and various merchandising, technology, equipment and facility upgrades.

~~The Company’s primary sources of liquidity~~

We expect capital expenditures to approximate $55,000 in fiscal ~~2021 are expected~~2022. Planned expenditures include store remodels, the purchase of the Galloway store shopping center, the purchase of the Vineland store shopping center, the purchase of land in central New Jersey for a potential replacement store and other development, the construction of a new Gourmet Garage in the West Village in Manhattan, continued expansion of self-checkout, and various merchandising, technology, equipment and facility upgrades.

On April 28, 2022 the Company entered into a partnership agreement for 30% interest in the development of a retail center in Old Bridge, New Jersey, which includes a Village replacement store with future lease obligations of $9,280. Village will fund its share of project costs estimated to be ~~cash and cash equivalents~~$15,000 to $20,000 over the two to three year life of the project. As of April 30, 2022, Village has invested $4,393 into the real estate partnership, which is accounted for as an equity method investment included in Other assets on ~~hand at April 24, 2021 and operating cash flow generated in fiscal 2021.~~the Consolidated Balance Sheet.

At April ~~24, 2021,~~30, 2022, the Company held variable rate notes receivable due from Wakefern of ~~$27,022~~$28,262 that earn interest at the prime rate plus 1.25% and mature on August 15, 2022 and ~~$27,694~~$28,821 that earn interest at the prime rate plus .75% and mature on February 15, 2024. 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 ~~$40,693~~$72,340 at April ~~24, 2021~~30, 2022 compared to ~~$34,522~~$44,023 at July ~~25, 2020.~~31, 2021. Working capital ratios at the same dates were ~~1.27~~1.47 and ~~1.21~~1.29 to one, respectively. The increase in working capital in fiscal 2022 compared to fiscal 2021 is due primarily to $28,262 in notes receivable from Wakefern that have been reclassified to current assets as they mature on August 15, 2022. The Company’s working capital needs are reduced, since inventories are generally sold by the time payments to Wakefern and other suppliers are due.

Credit Facility

On ~~May 6, 2020, Village~~January 28, 2022, the Company entered into aan amended and restated credit agreement of the Company’s $150,500 credit facility (the “Credit Facility”) with Wells Fargo National Bank, National Association (“Wells Fargo”) ~~that supersedes in its entirety~~. The notable changes from the ~~prior credit~~previous agreement ~~with Wells Fargo dated November 9, 2017.~~include: (1) Modification of the reference rate from the London Interbank Offered Rate ("LIBOR") to the Secured Overnight Financing Rate ("SOFR") as a result of the expected cessation of LIBOR, (2) The ~~principal~~execution of a fifteen-year $7,350 secured term loan to finance the acquisition of the Galloway shopping center and (3) Modification of the definition of Total Adjusted Debt for the purpose of determining the ~~Credit Facility is~~maximum adjusted debt to ~~finance general corporate and working capital requirements and Village’s acquisition of certain Fairway assets.~~EBITDAR ratio financial covenant. Among other things, the Credit Facility provides ~~for a maximum loan amount of $150,500 as further set forth below:~~for:

•An unsecured $25,500 term loan ~~with a maximum loan amount of $25,500. On~~issued on May 12, 2020, ~~Village executed a $25,500 term note,~~ repayable in equal monthly installments based on a seven-year amortization schedule through May 4, 2027 and bearing interest at the applicable SOFR plus 1.46%. Prior to the January 28, 2022 amendment to the credit facility, interest accrued on the unsecured term loan at the applicable LIBOR ~~rate~~ plus 1.35%. ~~Additionally, Village executed an~~An interest rate swap ~~for a~~with notional ~~amount~~amounts equal to the term loan ~~amount~~fixed the base LIBOR at .41%, resulting in a fixed effective rate of 1.76%. In February 2022, the Company executed an amendment and restatement of the interest rate swap that fixes the base ~~LIBOR rate~~SOFR at ~~.41%~~.26% per annum through May 4, 2027, resulting in a fixed effective interest rate of ~~1.76%~~1.72% on the term ~~note.~~loan.

•OnA secured $50,000 term loan issued on September 1, 2020 Village converted $50,000 of its revolving line of credit to a secured converted term loan. The conversion reduced the maximum amount available for borrowing under the revolving line of credit from $125,000 to $75,000. The term loan bears interest at the applicable LIBOR rate plus 1.50% and is repayable in equal monthly installments based on a fifteen-year amortization schedule ~~beginning~~through September 1, 2035 and bearing interest at the applicable SOFR plus 1.61%. Prior to the January 28, 2022 amendment to the credit facility, interest accrued on the ~~conversion date. Additionally, Village previously executed a forward~~secured term loan at the applicable LIBOR plus 1.50%. An interest rate swap ~~effective on the conversion date, for a~~with notional ~~amount~~amounts equal to the term loan ~~amount~~fixed the base LIBOR at .69%, resulting in a fixed effective rate of 2.19%. In February 2022, the Company executed an amendment and restatement of the interest rate swap related to the term loan that fixes the base ~~LIBOR rate~~SOFR at ~~.69%~~.57% per annum ~~for 15 years,~~through September 1, 2035, resulting in a fixed effective interest rate of ~~2.19%~~2.18% on the ~~converted~~ term loan. The term loan is secured by real properties of Village Super Market, Inc. and its subsidiaries, including the sites of three Village stores.

•A secured $7,350 term loan issued on January 28, 2022 repayable in equal monthly installments based on a fifteen-year amortization schedule through January 28, 2037 and bearing interest at the applicable SOFR plus 1.50%. Additionally, Village executed an interest rate swap for a notional amount equal to the term loan amount that fixes the base SOFR at 1.41% per annum, resulting in a fixed effective interest rate of 2.91% on the term loan. The term loan is secured by the Galloway store shopping center acquired in the first quarter of fiscal 2022.

Based on current trends, the Company believes cash and cash equivalents on hand at April 30, 2022, operating cash flow and availability under our Credit Facility are sufficient to meet our liquidity needs for the next twelve months and for the foreseeable future beyond the next twelve months.

There have been no other substantial changes as of April ~~24, 2021~~30, 2022 to the contractual obligations and commitments discussed in the Company’s Annual Report on Form 10-K for the year ended July ~~25, 2020.~~31, 2021.

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.

•~~The Company expects~~We expect same store sales to increase from 3.25% 4.25% in fiscal ~~2021 to range from an increase of 1.0% to 2.0%.~~2022.

•Excluding the impact of acquired stores, we expect decreased gross profit margins due to continued investments in retail pricing through the Right Price Promise commitment to everyday low pricing on the items customers purchase most frequently that was introduced in October 2019.

•We ~~have budgeted~~expect capital expenditures ~~of $25,000~~to approximate $55,000 in fiscal ~~2021.~~2022. Planned expenditures include ~~several smaller~~store remodels, the purchase of the Galloway store shopping center, the purchase of the Vineland store shopping center, the purchase of land in central New Jersey for a potential replacement store and other development, the construction of a new Gourmet Garage in the West Village in Manhattan, continued expansion of ~~ShopRite from Home and~~ self-checkout, and various merchandising, technology, equipment and facility upgrades.

•The Board’s current intention is to continue to pay quarterly dividends in ~~2021~~2022 at the most recent rate of $.25 per Class A and $.1625 per Class B share.

•We believe cash and cash equivalents on hand, operating cash flow and the Company's Credit Facility will be adequate to meet anticipated requirements for working capital, capital expenditures and debt payments for the foreseeable future.

•We expect our effective income tax rate in fiscal ~~2021~~2022 to be in the range of ~~30.0%~~30.5% - ~~31.0%~~31.5%.

•We expect approximately ~~$1,400~~$12,900 of net periodic pension costs in fiscal ~~2021~~2022 related to the three Company sponsored defined benefit pension ~~plans.~~plans, including a $12,296 pre-tax settlement charge as a result of the termination of the Village Super Market, Inc. Employees’ Retirement Plan. The Company ~~expects contributions~~contributed cash of $1,485 to ~~its defined benefit pension~~fully fund the plan and the remaining $10,811 represents non-cash charges for unrecognized losses within accumulated other comprehensive loss as of the termination date. Contributions to the remaining plans are expected to be immaterial in fiscal ~~2021.~~2022.

Various uncertainties and other factors could cause actual results to differ from the forward-looking statements contained in this report. These include:

•The Company operates in and around one of the epicenters of the COVID-19 health crisis. The Company is classified as an essential business and has remained open to serve our customers and the communities in which we operate. The continuing impact on our business, including the length and impact of stay-at-home orders and/or regional quarantines, labor shortages and employment trends, disruptions to supply chains, higher operating costs, the form and impact of economic stimulus and general overall economic instability, is uncertain at this time and could have a material adverse effect on our business, results of operations, financial condition and cash flows. Furthermore, the impact of the COVID-19 health crisis may exacerbate other risks and uncertainties included herein, which could have a material effect on the Company.

•The Fairway acquisition involves a number of risks, uncertainties and challenges, including under-performance relative to our expectations, additional capital requirements, unforeseen expenses or delays, imprecise assumptions or our inability to achieve projected cost savings or other synergies, competitive factors in the marketplace and difficulties integrating the business, including merging company cultures, cultivating brand strategy, expansion of food production and conforming the acquired company's technology, standards, processes, procedures and controls. Sales and operating profits have underperformed compared to initial expectations due primarily to residential population migration out of Manhattan and less commuter and tourist traffic during the COVID-19 pandemic. Many of these potential circumstances are outside of our control and any of them could result in an adverse impact on our results of operations, financial condition and cash flows and the diversion of management time and resources.

•The supermarket business is highly competitive and characterized by narrow profit margins. Results of operations may be materially adversely impacted by competitive pricing and promotional programs, industry consolidation and competitor store openings. Village competes directly with multiple retail formats both in-store and online, including national, regional and local supermarket chains as well as warehouse clubs, supercenters, drug stores, discount general merchandise stores, fast food chains, restaurants, dollar stores and convenience stores. Some of these competitors have greater financial resources, lower merchandise acquisition costs and lower operating expenses than we do.

•The Company’s stores are concentrated in New Jersey, New York, Pennsylvania and Maryland. We are vulnerable to economic downturns in these states in addition to those that may affect the country as a whole. Economic conditions such as inflation, deflation, interest rate fluctuations, movements in energy costs, social programs, minimum wage legislation, unemployment rates, disturbances due to social unrest 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 advertising, liability and property insurance, supplies, certain equipment purchasing, coupon processing, certain financial accounting applications, retail technology support, and other store services. Further, Village receives patronage dividends and other product incentives from Wakefern and also has demand deposits and notes receivable due from Wakefern.

Any material change in Wakefern’s method of operation or a termination or material modification of Village’s relationship with Wakefern could have an adverse impact on the conduct of the Company’s business and could involve additional expense for Village. The failure of any Wakefern member to fulfill its obligations to Wakefern or a member’s insolvency or withdrawal from Wakefern could result in increased costs to the Company. Additionally, an adverse change in Wakefern’s results of operations or solvency could have an adverse effect on Village’s results of operations.

•Approximately ~~90%~~89% of our employees are covered by collective bargaining agreements. Any work stoppages could have an adverse impact on our financial results. If we are unable to control health care and pension costs provided for in the collective bargaining agreements, we may experience increased operating costs.

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

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

•The Company uses a combination of insurance and self-insurance to provide for potential liability for workers’ compensation, automobile and general liability, property, director and officers’ liability, and certain employee health care benefits. Any projection of losses is subject to a high degree of variability. Changes in legal claims, trends and interpretations, variability in inflation rates, changes in the nature and method of claims settlement, benefit level changes due to changes in applicable laws, and insolvency of insurance carriers could all affect our financial condition, results of operations, or cash flows.

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

•Our goodwill and indefinite-lived intangible assets are tested at the end of each fiscal year, or more frequently if circumstances dictate, for impairment. Failure of acquired businesses to achieve their forecasted expectations could result in impairment charges to goodwill and indefinite-lived intangible assets.

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

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

Due to the nature of our business, personal information about our customers, vendors and associates is received and stored in these information systems. In addition, confidential information is transmitted through our ~~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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Exchange Act, the Company carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures at the end of the period. This evaluation was carried out under the supervision, and with the participation, of the Company’s management, including the Company’s Chief Executive Officer along with the Company’s Chief Financial Officer. Based upon that evaluation, the Company’s Chief Executive Officer, along with the Company’s Chief Financial Officer, concluded that the Company’s disclosure controls and procedures are effective.

Disclosure controls and procedures are designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

There have been no changes in the Company’s internal control over financial reporting during the quarter ended April ~~24, 2021~~30, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

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 2022 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 (3)
January 30, 2022 to February 26, 2022	—	$—	—	$3,202,713
February 27, 2022 to March 26, 2022	—	$—	—	$3,202,713
March 27, 2022 to April 30, 2022	22,704	$24.70	—	$3,202,713
Total	22,704	$24.70	—	$3,202,713

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

(2) Includes shares purchased from the Village Super Market, Inc. Employees' Retirement Plan related to the termination and related liquidation of the plan's assets.

(3) Includes amount remaining under the $5.0 million repurchase program of the Company's Class A Common Stock authorized by the Board of Directors and announced on September 13, 2019 . 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

101 INS			XBRL Instance

101 SCH			XBRL Schema

101 CAL			XBRL Calculation

101 DEF			XBRL Definition

101 LAB			XBRL Label

101 PRE			XBRL Presentation

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 ~~3, 2021~~8, 2022			/s/ Robert P. Sumas
			Robert P. Sumas
			(Chief Executive Officer)

Dated: June ~~3, 2021~~8, 2022			/s/ John Van Orden
			John Van Orden
			(Chief Financial Officer)