VILLAGE SUPER MARKET INC - Annual Report: 2005 (Form 10-K)
UNITED
STATES
SECURITIES
& EXCHANGE COMMISSION
WASHINGTON,
D. C. 20549
FORM
10-K
(Mark
One)
|
[ X
]
|
Annual
Report Pursuant to Section 13 or 15(d) of the Securities and Exchange
Act
of 1934.
|
For
the fiscal year ended: July 30, 2005.
| [ ] |
Transition
Report Pursuant to Section 13 or 15(d) of the Securities and Exchange
Act
of 1934 (Fee Required) for the transition period from to
.
|
COMMISSION
FILE NUMBER: 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:
NONE
Securities
registered pursuant to Section 12(g) of the Act:
CLASS
A COMMON STOCK, NO PAR VALUE
(Title
of
Class)
Indicate
by check mark whether the registrant (1) has filed all reports required to
be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements
for
the past 90
days.
|
Yes
|
X
|
No
|
|
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this
Form 10-K. [X]
Indicate
by check mark whether the registrant is an accelerated filer (as defined in
Rule
12b-2 of the Act.)
|
Yes
|
No
|
X
|
The
aggregate market value of the Class A common stock of Village Super Market,
Inc.
held by non-affiliates was approximately $43.1 million and the aggregate market
value of the Class B common stock held by non-affiliates was approximately
$5.5
million based upon the closing price of the Class A shares on the NASDAQ on
January 30, 2005, the last business day of the second fiscal quarter. There
are
no other classes of voting stock outstanding.
Indicate
the number of shares outstanding of each of the registrant's classes of common
stock, as of latest practicable date.
|
Class
|
Outstanding
at
October
20, 2005
|
|
|
Class
A common stock, no par value
|
1,641,813
Shares
|
|
|
Class
B common stock, no par value
|
1,594,076
Shares
|
DOCUMENTS
INCORPORATED BY REFERENCE
Information
contained in the 2005 Annual Report to Shareholders and the 2005 definitive
Proxy Statement to be filed with the Commission and delivered to security
holders in connection with the Annual Meeting scheduled to be held on December
9, 2005 are incorporated by reference into this Form 10-K at Part II, Items
5,
6, 7 and 8 and Part III.
PART
I
FORWARD-LOOKING
STATEMENTS
All
statements, other than statements of historical fact, included in this Form
10-K
are or may be considered forward-looking statements within the meaning of
federal securities law. The Company cautions the reader that there is no
assurance that actual results or business conditions will not differ materially
from the results expressed, suggested or implied by such forward-looking
statements. The Company undertakes no obligation to update forward-looking
statements and to reflect developments or information obtained after the date
hereof. The following are among the principal factors that could cause actual
results to differ from the forward-looking statements: local economic
conditions; competitive pressures from the Company’s operating environment; the
ability of the Company to maintain and improve its sales and margins; the
ability to attract and retain qualified associates; the availability of new
store locations; the availability of capital; the liquidity of the Company;
the
success of operating initiatives; consumer spending patterns; the impact of
higher energy prices; increased cost of goods sold, including increased costs
from the Company’s principal supplier, Wakefern; results of ongoing litigation;
the results of union contract negotiations; competitive store openings; the
rate
of return on pension assets; and other factors detailed herein and in other
filings of the Company.
2
| ITEM 1. |
BUSINESS
|
GENERAL
(All
dollar amounts in this report are in thousands, except per square foot
data).
Village
Super Market, Inc. (the “Company”), which was founded in 1937, operates a chain
of twenty-three ShopRite supermarkets, sixteen of which are located in northern
New Jersey, one of which is in northeastern Pennsylvania and six of which are
in
the southern shore area of New Jersey. The Company is a member of Wakefern
Food
Corporation ("Wakefern"), the nation's largest retailer-owned food cooperative
and owner of the ShopRite name. This relationship provides the Company many
of
the economies of scale in purchasing, distribution, advanced retail technology
and advertising associated with chains of greater size and geographic
coverage.
The
Company seeks to generate high sales volume by offering a wide variety of high
quality products at consistently low prices. During fiscal 2005, sales per
store
was $42,769 and sales per selling square foot was $984. The Company attempts
to
efficiently utilize its selling space, gives continuing attention to the décor
and format of its stores and tailors each store's product mix to the preferences
of the local community. The Company concentrates on the development of
superstores. On October 27, 2004, the Company opened an 80,000 square foot
store
in Somers Point, New Jersey to replace a smaller store. Below is a summary
of
the range of store sizes at July 30, 2005:
|
Total
Square Feet
|
Number
of Stores
|
|
Greater
than 60,000
|
9
|
|
50,001
to 60,000
|
5
|
|
40,000
to 50,000
|
7
|
|
Less
than 40,000
|
2
|
|
Total
|
23
|
These
larger store sizes enable the Company’s superstores to provide a “one-stop”
shopping experience and to feature expanded higher margin specialty departments
such as home meal replacement, an on-site bakery, an expanded delicatessen
including prepared foods, a natural and organic food section, ethnic and
international foods and a fresh seafood section. Superstores also offer an
expanded selection of non-food items such as cut flowers, health and beauty
aids, greeting cards, small appliances, film processing and in most cases,
a
pharmacy. Recently remodeled and new superstores emphasize a Power Alley, which
features high margin, fresh convenience offerings such as salad bars, bakery
and
Bistro Street home meal replacement in an area within the store that provides
quick customer entry and exit for those customers shopping for today's lunch
or
dinner. The following table shows the percentage of the Company's sales
allocable to various product categories during each of the periods indicated,
as
well as the number of superstores and percentage of selling square feet
allocable to these stores during each of these periods:
3
|
Product
Categories
|
Fiscal
Year Ended In July
|
|||||||||
|
2005
|
2004
|
2003
|
||||||||
|
|
||||||||||
|
Groceries
|
38.6
|
%
|
39.1
|
%
|
39.7
|
%
|
||||
|
Dairy
and Frozen
|
16.4
|
16.4
|
16.0
|
|||||||
|
Meats
|
10.2
|
10.1
|
9.7
|
|||||||
|
Non-Foods
|
9.0
|
9.4
|
9.8
|
|||||||
|
Produce
|
11.1
|
10.7
|
10.8
|
|||||||
|
Appetizers
and prepared food
|
5.3
|
5.0
|
4.9
|
|||||||
|
Seafood
|
2.3
|
2.2
|
2.2
|
|||||||
|
Pharmacy
|
5.3
|
5.3
|
5.1
|
|||||||
|
Bakery
|
1.7
|
1.7
|
1.7
|
|||||||
|
Other
|
.1
|
.1
|
.1
|
|||||||
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
|||||
|
Number
of superstores
|
21
|
21
|
21
|
|||||||
|
Selling
square feet represented by superstores
|
94
|
%
|
95
|
%
|
95
|
%
|
||||
A
variety
of factors affect the profitability of each of the Company's stores, including
local competitors, size, access and parking, lease terms, management
supervision, and the strength of the ShopRite trademark in the local community.
The Company continually evaluates individual stores to determine if they should
be closed. A stand-alone drug store near the Bernardsville store closed in
fiscal 2005 when the Bernardsville store was expanded to include a pharmacy.
The
Company’s only liquor store closed on July 30, 2005.
DEVELOPMENT
AND EXPANSION
The
Company has an ongoing program to upgrade and expand its supermarket chain.
This
program has included major store remodelings as well as the opening or
acquisition of additional stores. When remodeling, the Company has sought,
whenever possible, to increase the amount of selling space in its
stores.
In
fiscal
2005, the Company opened an 80,000 square foot replacement store in Somers
Point, completed the Bernardsville expansion and remodel, and began an expansion
and remodel of the Springfield store.
In
fiscal
2004, the Company began the expansion and remodel of the Bernardsville store
and
the construction of the replacement store in Somers Point. In fiscal 2003,
the
Company remodeled the English Creek, Hillsborough and Rio Grande stores. In
fiscal 2002, the Company opened a 64,000 sq. ft. store in Hammonton and a 59,000
sq. ft. store in Garwood. In fiscal 2001, the Company opened a 67,000 sq. ft.
store in West Orange to replace an older, smaller store.
4
The
Company has budgeted $12 million for capital expenditures in fiscal 2006.
Planned expenditures include the completion of the expansion and remodel of
the
Springfield store and the beginning of the remodel of the Morris Plains and
Rio
Grande stores.
Delays
associated with governmental regulations, and the general difficulty in
developing retail properties in the Company's primary trading area, have
prevented the Company from opening the desired number of new stores. Additional
store remodelings and sites for new stores are in various stages of development.
The Company will also consider additional acquisitions should appropriate
opportunities arise.
WAKEFERN
FOOD CORPORATION
The
Company is the second largest member of Wakefern and owns 16.1% of Wakefern’s
outstanding stock as of July 30,2005. Wakefern, which was organized in 1946,
is
the nation’s largest retailer-owned food cooperative. Wakefern and its forty-two
shareholder members operate 220 supermarkets and other retail formats, including
fifty-one stores operated by Wakefern. Only Wakefern and its members are
entitled to use the ShopRite name and trademark, and to participate in ShopRite
advertising and promotional programs.
The
principal benefits to the Company from its relationship with Wakefern are the
use of the ShopRite name and trademark, volume purchasing, ShopRite private
label products, distribution and warehousing economies of scale, ShopRite
advertising and promotional programs, including the ShopRite Price Plus card
and
a co-branded credit card, and the development of advanced retail technology.
The
Company believes that the ShopRite name is widely recognized by its customers
and is a factor in their decisions about where to shop. ShopRite private label
products accounted for approximately 13% of sales in fiscal 2005.
Wakefern
distributes as a "patronage dividend" to each of its stockholders a share of
its
earnings in proportion to the dollar volume of purchases by the stockholder
from
Wakefern during each fiscal year.
While
Wakefern has a substantial professional staff, it operates as a member owned
cooperative. Executives of most members make contributions of time to the
business of Wakefern. Senior executives of the Company spend a significant
amount of their time working on various Wakefern committees, which oversee
and
direct Wakefern purchases and other programs. James Sumas is Vice Chairman
of
Wakefern and a member of the Wakefern Board of Directors.
Most
of
the Company's advertising is developed and placed by Wakefern's professional
advertising staff. Wakefern is responsible for all television, radio and major
newspaper advertisements. Wakefern bills its members using various formulas
which allocate advertising costs in accordance with the estimated proportional
benefits to each member from such advertising. The Company also places Wakefern
developed materials with local newspapers. In addition, Wakefern and its
affiliates provide the Company with other services including liability and
property insurance, supplies, equipment purchasing, coupon processing and
technology support.
5
Wakefern
operates warehouses and distribution facilities in Elizabeth, Woodbridge and
South Brunswick, New Jersey and Breinigsville, Pennsylvania. The Company and
all
other members of Wakefern are parties to the Wakefern Stockholder’s Agreement
which provides for certain commitments by, and restrictions on, all shareholders
of Wakefern. This agreement extends until ten years from the date that
stockholders representing 75% of Wakefern sales notify Wakefern that those
stockholders request the Wakefern Stockholder Agreement be terminated. Each
member is obligated to purchase from Wakefern a minimum of 85% of its
requirements for products offered by Wakefern. If this purchase obligation
is
not met, the member is required to pay Wakefern's profit contribution shortfall
attributable to this failure. The Company fulfilled this obligation in fiscal
2005, 2004 and 2003. This agreement also requires that in the event of
unapproved changes in control of the Company or a sale of the Company or of
individual Company stores, except to a qualified successor, the Company in
such
cases must pay Wakefern an amount equal to the annual profit contribution
shortfall attributable to the sale of store or change in control. No payments
are required if the volume lost by a shareholder as a result of the sale of
a
store is replaced by such shareholder by increased volume in existing or in
new
stores. A "qualified successor" must be, or agree to become, a member of
Wakefern, and may not own or operate any supermarkets, other than ShopRite
supermarkets, in the states of New York, New Jersey, Pennsylvania, Delaware,
Maryland, Virginia, Connecticut, Massachusetts, Rhode Island, Vermont, New
Hampshire, Maine or the District of Columbia or own or operate more than
twenty-five non-ShopRite supermarkets in any other locations in the United
States.
Wakefern,
under circumstances specified in its bylaws, may refuse to sell merchandise
to,
and may repurchase the Wakefern stock of, any member. Such circumstances include
certain unapproved transfers by a member of its supermarket business or its
capital stock in Wakefern, unapproved acquisition by a member of certain
supermarket or grocery wholesale supply businesses, the material breach by
a
member of any provision of the bylaws of Wakefern or any agreement with
Wakefern, or a determination by Wakefern that the continued supplying of
merchandise or services to such member would adversely affect
Wakefern.
Any
material change in Wakefern's method of operation or a termination or material
modification of the Company's relationship with Wakefern following termination
of the above agreements, or otherwise, might have an adverse impact on the
conduct of the Company's business and could involve additional expense for
the
Company. The failure of any Wakefern member to fulfill its obligations under
these agreements or a member's insolvency or withdrawal from Wakefern could
result in increased costs to remaining members.
Wakefern
does not prescribe geographical franchise areas to its members. The specific
locations at which the Company, other members of Wakefern, or Wakefern itself,
may open new units under the ShopRite name are, however, subject to the approval
of Wakefern's Site Development Committee. This committee is composed of persons
who are not employees or members of Wakefern. Committee decisions to deny a
site
application may be appealed to the Wakefern Board of Directors. Wakefern assists
its members in their site selection by providing appropriate demographic data,
volume projections and estimates of the impact of the proposed store on existing
member supermarkets in the area.
6
As
required by the Wakefern bylaws, the Company’s investment in Wakefern is pledged
to Wakefern to secure the Company’s obligation to Wakefern. In addition, five
members of the Sumas family have guaranteed the Company’s obligations to
Wakefern. These personal guarantees are required of any 5% shareholder of the
Company who is active in the operation of the Company. Wakefern does not own
any
securities of the Company or its subsidiaries. The Company’s investment in
Wakefern entitles the Company to enough votes to elect one member to the
Wakefern Board of Directors due to cumulative voting rights.
Each
of
Wakefern's members is required to make capital contributions to Wakefern based
on the number of stores operated by that member and the purchases generated
by
those stores. As additional stores are opened or acquired by a member,
additional capital must be contributed by it to Wakefern. The Company’s
investment in Wakefern and affiliates was $15,670 at July 30, 2005. During
fiscal 2003, Wakefern increased the maximum per store capital contribution
from
$550 to $650. This resulted in the Company’s recording an additional investment
and obligation of $2,119. The total amount of debt outstanding from all capital
pledges to Wakefern is $1,406 at July 30, 2005.
TECHNOLOGY
The
Company considers automation and information technology important to its
operations and competitive position. All stores utilize IBM 4690 point of sale
systems. Electronic payment options are offered at all checkout locations.
A
frame relay communication network is used for reliable, high speed processing
of
electronic payments and transmission of data.
The
Company’s commitment to advanced point of sale and communication systems enables
it to participate in Price Plus, ShopRite’s preferred customer program.
Customers receive electronic discounts by presenting a scannable Price Plus
card. This technology also enables the Company to offer continuity programs
and
focus on target marketing initiatives.
The
Company began installing self-checkout systems in fiscal 2002. Currently, nine
stores use these systems to provide improved customer service, especially during
peak periods, and reduce operating costs. Additional locations are planned
for
fiscal 2006.
The
Company utilizes IBM RS/6000 computers in each store as an in-store processor
to, among other things, replenish inventory. The Company utilizes a computer
generated ordering system, which is designed to reduce inventory levels and
out
of stock conditions, enhance shelf space utilization, and reduce labor costs.
The Company utilizes a direct store delivery system, consisting of personal
computers and hand held scanners, for product not purchased through Wakefern
to
provide equivalent cost and retail price control over these
products.
7
The
Company began installing hiring kiosks in stores in fiscal 2005 to assist in
matching job candidates to available positions. The Company has installed
computer based training systems in all stores to assist in the training of
all
new cashiers, produce and bakery associates. All stores have computerized time
and attendance and labor scheduling systems. The Company will replace the time
and attendance system in fiscal 2006 to improve reporting, work flow and system
interfaces, and reduce labor.
The
Company utilizes digital surveillance systems, which are integrated with the
cashier monitoring systems, in twenty stores to aid shrink reduction, increase
productivity and assist in accident investigations. Two additional store systems
will be installed in fiscal 2006.
Certain
in-store department records are computerized, including the records of all
pharmacy departments. In all stores, meat, seafood, delicatessen, and bakery
prices are maintained on computer for automatic weighing and pricing. The
Company seeks to design its stores to use energy efficiently, including
recycling waste heat generated by refrigeration equipment for heating and other
purposes. Most stores utilize computerized energy management
systems.
The
Company utilizes a division of Wakefern for data processing services, including
financial accounting support.
Wakefern
and the Company have responded to customers increased use of the internet by
creating shoprite.com to provide weekly advertising and other shopping
information. In addition, on-line shopping was introduced in two store locations
in fiscal 2005, with store pick-up and delivery options.
COMPETITION
The
Company is in direct competition with multiple retail formats, including
national, regional and local supermarket chains as well as independent
supermarkets, warehouse clubs, supercenters, drug stores, discount general
merchandise stores, fast food chains, dollar stores and convenience stores.
The
Company competes by using low pricing, courteous and quick service to the
customer, and a broad range of consistently available quality products,
including ShopRite private labeled products. The ShopRite Price Plus card and
the co-branded ShopRite credit card also strengthen customer loyalty.
The
Company's principal competitors include Pathmark, A&P, Stop & Shop,
Acme, Kings, Walmart and Foodtown. Many of the Company's competitors have
financial resources substantially greater than those of the Company.
8
LABOR
As
of
October 17, 2005, the Company employed approximately 4,300 persons of whom
approximately 68% worked part-time. Approximately 90% of the Company’s employees
are covered by collective bargaining agreements. A contract with one union
representing employees in six stores expired in August 2005. An indefinite
contract extension was agreed to and negotiations are ongoing. Contracts with
the Company’s other five unions expire between October 2006 and April 2009. Most
of the Company’s competitors in New Jersey are similarly unionized.
AVAILABLE
INFORMATION
As
a
member of the Wakefern cooperative, the Company relies upon our customer driven
website, www.shoprite.com, for interaction with customers and prospective
employees. This website is maintained by Wakefern for the benefit of all
ShopRite supermarkets, and therefore, does not contain any financial information
related to the Company.
The
Company will provide paper copies of the annual report on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K and press releases free of
charge upon request to any shareholder. In addition, electronic copies of these
filings can be obtained at www.sec.gov.
REGULATORY
ENVIRONMENT
The
Company’s business requires various licenses and the registration of facilities
with state and federal health and drug regulatory agencies. These licenses
and
registration requirements obligate the Company to observe certain rules and
regulations, and a violation of these rules and regulations could result in
a
suspension or revocation of licenses or registrations. In addition, most
licenses require periodic renewals. The Company has not experienced material
difficulties with respect to obtaining or retaining licenses and registrations.
In addition, the Company is subject to the requirements of the Sarbanes-Oxley
Act of 2002.
| ITEM 2. |
PROPERTIES
|
The
Company owns the sites of five of its supermarkets (containing 335,000 square
feet of total space), all of which are freestanding stores, except the Egg
Harbor store, which is part of a shopping center. The remaining eighteen
supermarkets (containing 937,000 square feet of total space) are leased, with
initial lease terms generally ranging from twenty to thirty years, usually
with
renewal options. Ten of these leased stores are located in shopping centers
and
the remaining eight are freestanding stores.
The
annual rent, including capitalized leases, for all of the Company's leased
facilities for the year ended July 30, 2005 was approximately
$9,607.
9
The
Company is a limited partner in a real estate partnership that sold its only
asset and distributed the proceeds to the partners in fiscal 2005. The Company
received proceeds of $3,096 and recorded income from the partnership of $1,509,
which is the excess of the proceeds above the Company’s investment in the
partnership and certain receivables due from the partnership. In addition,
the
Company is a limited partner in two other partnerships, one of which owns a
shopping center in which one of the Company's leased supermarkets is located.
During fiscal 2003, the Company received $1,639 in distributions from these
two
partnerships, which are included in income before income taxes. The Company
also
is a general partner in a partnership that is a lessor of one of the Company's
freestanding supermarkets.
| ITEM 3. |
LEGAL
PROCEEDINGS
|
The
Company, in the ordinary course of business, is involved in various legal
proceedings. The Company does not believe the outcome of these proceedings
will
have a material adverse effect on the Company’s consolidated financial
condition, results of operations or liquidity.
| ITEM 4. |
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY
HOLDERS
|
No
matters submitted to shareholders in the fourth quarter.
| ITEM X. |
EXECUTIVE
OFFICERS OF THE
REGISTRANT
|
In
addition to the information regarding directors incorporated by reference to
the
Company's definitive Proxy Statement in Part III, Item 10, the following is
provided with respect to executive officers who are not directors:
|
NAME
|
AGE
|
POSITION
WITH THE COMPANY
|
|
Kevin
Begley
|
47
|
Chief
Financial Officer since 1987.
|
|
Treasurer
since 2002.
|
||
|
Mr.
Begley is a Certified Public
Accountant.
|
PART
II
| ITEM 5. |
MARKET
FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
|
The
information required by this Item is incorporated by reference from Information
appearing on Page 24 in the Company's Annual Report to Shareholders for the
fiscal year ended July 30, 2005.
10
| ITEM 6. |
SELECTED
FINANCIAL DATA
|
The
information required by this Item is incorporated by reference from Information
appearing on Page 3 in the Company's Annual Report to Shareholders for the
fiscal year ended July 30, 2005.
| ITEM 7. |
MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
The
information required by this Item is incorporated by reference from Information
appearing on Pages 4 through 8 in the Company's Annual Report to Shareholders
for the fiscal year ended July 30, 2005.
| ITEM 7A. |
QUANTITATIVE
AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
|
The
information required by this Item is incorporated by reference from Information
appearing on Page 8 in the Company's Annual Report to Shareholders for the
fiscal year ended July 30, 2005.
| ITEM 8. |
FINANCIAL
STATEMENTS AND SUPPLEMENTARY
DATA
|
The
information required by this Item is incorporated by reference from Information
appearing on Page 3 and Pages 9 to 24 in the Company's Annual Report to
Shareholders for the fiscal year ended July 30, 2005.
| ITEM 9. |
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
None.
| ITEM 9A. |
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.
There have been no significant changes in internal controls over financial
reporting during the fourth quarter of fiscal 2005.
11
Disclosure
controls and procedures are controls and other procedures that are designed
to
ensure that information required to be disclosed in Company reports filed or
submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission’s rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in Company reports filed under the Exchange Act is
accumulated and communicated to management, including the Company’s Chief
Executive Officer and Chief Financial Officer as appropriate, to allow timely
decisions regarding required disclosure.
PART
III
| ITEM 10. |
DIRECTORS
AND EXECUTIVE OFFICERS OF THE
REGISTRANT
|
The
information required by this Item 10 is incorporated by reference from the
Company's definitive Proxy Statement to be filed on or before November 4, 2005,
in connection with its Annual Meeting scheduled to be held on December 9,
2005.
| ITEM 11. |
EXECUTIVE
COMPENSATION
|
The
information required by this Item 11 is incorporated by reference from the
Company's definitive Proxy Statement to be filed on or before November 4, 2005,
in connection with its Annual Meeting scheduled to be held on December 9,
2005.
| ITEM 12. |
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
AND RELATED STOCKHOLDER
MATTERS
|
The
information required by this Item 12 is incorporated by reference from the
Company's definitive Proxy Statement to be filed on or before November 4, 2005,
in connection with its annual meeting scheduled to be held on December 9,
2005.
| ITEM 13. |
CERTAIN
RELATIONSHIPS AND RELATED
TRANSACTIONS
|
The
information required by this Item 13 is incorporated by reference from the
Company's definitive Proxy Statement to be filed on or before November 4, 2005,
in connection with its annual meeting scheduled to be held on December 9, 2005.
| ITEM 14. |
PRINCIPAL
ACCOUNTING FEES AND
SERVICES
|
The
information required by this Item 14 is incorporated by reference from the
Company’s definitive Proxy Statement to be filed on or before November 4, 2005
in connection with its annual meeting scheduled to be held on December 9, 2005.
12
PART
IV
| ITEM 15. |
EXHIBITS,
FINANCIAL STATEMENTS
SCHEDULES
|
|
(a)
|
1.
|
Financial
Statements:
|
|
Consolidated
Balance Sheets - July 30, 2005 and July 31, 2004.
|
||
|
Consolidated
Statements of Operations - years ended July 30, 2005, July 31, 2004
and
July 26, 2003.
|
||
|
Consolidated
Statements of Shareholders' Equity and Comprehensive Income - years
ended
July 30, 2005, July 31, 2004 and July 26, 2003.
|
||
|
Consolidated
Statements of Cash Flows - years ended July 30, 2005, July 31, 2004
and
July 26, 2003.
|
||
|
Notes
to consolidated financial statements.
|
||
|
The
consolidated financial statements above and the Report of Independent
Registered Public Accounting Firm have been incorporated by reference
from
the Company's Annual Report to Shareholders for the fiscal year ended
July
30, 2005.
|
||
|
2.
|
Financial
Statement Schedules:
|
|
|
All
schedules are omitted because they are not applicable, or not required,
or
because the required information is included in the consolidated
financial
statements or notes thereto.
|
||
|
3.
|
Exhibits
|
EXHIBIT
INDEX
|
Exhibit
No.
|
3
|
3.1
|
Certificate
of Incorporation*
|
|
3.2
|
By-laws*
|
||
|
Exhibit
No.
|
4
|
Instruments
defining the rights of security holders:
|
|
|
4.5
|
Note
Purchase Agreement dated September 16, 1999*
|
||
|
4.6
|
Loan
Agreement dated September 16, 1999*
|
||
|
4.7
|
First
Amendment to Loan Agreement*
|
||
|
Exhibit
No.
|
10
|
Material
Contracts:
|
|
|
10.1
|
Wakefern
By-Laws*
|
||
|
10.2
|
Stockholders
Agreement dated February 20, 1992 between the Company and Wakefern
Food
Corp.*
|
||
|
10.3
|
Voting
Agreement dated March 4, 1987*
|
||
|
10.5
|
1997
Incentive and Non-Statutory Stock Option Plan*
|
||
|
10.6
|
Employment
Agreement dated May 28, 2004*
|
||
|
10.7
|
Supplemental
Executive Retirement Plan*
|
||
|
10.8
|
2004
Stock Plan*
|
||
13
|
Exhibit
No.
|
13
|
Annual
Report to Security Holders
|
|
|
Exhibit
No.
|
21
|
Subsidiaries
of Registrant
|
|
|
Exhibit
No.
|
23
|
Consent
of KPMG LLP
|
|
|
Exhibit
No.
|
31.1
|
Certification
|
|
|
Exhibit
No.
|
31.2
|
Certification
|
|
|
Exhibit
No.
|
32.1
|
Certification
(furnished, not filed)
|
|
|
Exhibit
No.
|
32.2
|
Certification
(furnished, not filed)
|
|
|
* The
following exhibits are incorporated by reference from the following
previous filings:
|
|||
|
Form
10-K for 2004: 3.2, 4.7, 10.7
|
|||
|
DEF
14A proxy statement filed October 25, 2004: 10.8
|
|||
|
Form
10-Q for April 2004: 10.6
|
|||
|
Form
10-K for 1999: 4.5, 4.6
|
|||
|
Form
10-K for 1997: 10.5
|
|||
|
|
|||
|
Form
10-K for 1993: 3.1, 10.1, 10.2 and
10.3
|
|||
14
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) 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. | |||||
|
By:
|
/s/
|
Kevin
Begley
|
By:
|
/s/
|
James
Sumas
|
|
Kevin
Begley
|
James
Sumas
|
||||
|
Chief
Financial &
|
Chief
Executive Officer
|
||||
|
Principal
Accounting Officer
|
|||||
Date:
October 25, 2005
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has
been
signed below by the following persons on behalf of the Registrant and in the
capacities and on dates indicated:
| Village Super Market, Inc. | |||
|
/s/
|
Perry
Sumas
|
/s/
|
James
Sumas
|
|
Perry
Sumas, Director
|
James
Sumas, Director
|
||
|
October
25, 2005
|
October
25, 2005
|
||
|
/s/
|
Robert
Sumas
|
/s/
|
William
Sumas
|
|
Robert
Sumas, Director
|
William
Sumas, Director
|
||
|
October
25, 2005
|
October
25, 2005
|
||
|
/s/
|
John
P.
Sumas
|
/s/
|
John
J.
McDermott_______
|
|
John
P. Sumas, Director
|
John
J. McDermott, Director
|
||
|
October
25, 2005
|
October
25, 2005
|
||
|
/s/
|
David
C .
Judge
|
/s/
|
Steven
Crystal______
____
|
|
David
C. Judge, Director
|
Steven
Crystal, Director
|
||
|
October
25, 2005
|
October
25, 2005
|
||
15
Exhibit
21
SUBSIDIARIES
OF REGISTRANT
The
Company has two wholly-owned subsidiaries at July 30, 2005. Village Super Market
of PA, Inc. is organized under the laws of Pennsylvania. Village Super Market
of
NJ, LP is organized under the laws of New Jersey.
The
financial statements of all subsidiaries are included in the Company’s
consolidated financial statements.
16
Exhibit
23
Consent
of Independent Registered Public Accounting Firm
The
Board
of Directors
Village
Super Market, Inc.:
We
consent to incorporation by reference in the Registration Statement (No.
2-86320) on Form S-8 of Village Super Market, Inc. of our report dated October
25, 2005, with respect to the consolidated balance sheets of Village Super
Market, Inc. and subsidiaries as of July 30, 2005 and July 31, 2004 and the
related consolidated statements of operations, shareholders' equity and
comprehensive income, and cash flows for each of the years in the three-year
period ended July 30, 2005, which report appears in the July 30, 2005 annual
report on Form 10-K of Village Super Market, Inc.
|
/s/
KPMG LLP
|
Short
Hills, New Jersey
October
25, 2005
17
Exhibit
31.1
CERTIFICATIONS
I,
James
Sumas, certify that:
| 1. |
I
have reviewed this annual report on Form 10-K of Village Super Market,
Inc.
|
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement
of
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
|
4.
|
The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant
and have:
|
|
a)
|
designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being
prepared;
|
|
b)
|
evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
|
|
c)
|
disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s fourth quarter
that has materially effected, or is reasonably likely to materially
effect, the registrant’s internal control over financial reporting;
and
|
|
5.
|
The
registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting,
to
the registrant’s auditors and the audit committee of registrant’s board of
directors (or persons performing the equivalent
functions):
|
|
a)
|
all
significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
|
18
|
b)
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
|
Date:
October 25, 2005
|
/s/
|
James
Sumas
|
|
James
Sumas
|
||
|
Chief
Executive Officer
|
19
Exhibit
31.2
CERTIFICATIONS
I,
Kevin
Begley, certify that:
| 1. |
I
have reviewed this annual report on Form 10-K of Village Super Market,
Inc.
|
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement
of
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
|
4.
|
The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant
and have:
|
|
a)
|
designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being
prepared;
|
|
b)
|
evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
|
|
c)
|
disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s fourth quarter
that has materially effected, or is reasonably likely to materially
effect, the registrant’s internal control over financial reporting;
and
|
|
5.
|
The
registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting,
to
the registrant’s auditors and the audit committee of registrant’s board of
directors (or persons performing the equivalent
functions):
|
|
a)
|
all
significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
|
20
|
b)
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
|
Date:
October 25, 2005
|
/s/
|
Kevin
Begley
|
|
Kevin
Begley
|
||
|
Chief
Financial Officer &
|
||
|
Principal
Accounting Officer
|
21
Exhibit
32.1
CERTIFICATION
PURSUANT TO
18
U.S.C.
SECTION 1350
AS
ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Annual Report of Village Super Market, Inc. (the “Company”)
on Form 10-K for the period ending July 30, 2005 as filed with the Securities
and Exchange Commission on the date hereof (the “Report”), I, James Sumas, Chief
Executive Officer of the Company certify, pursuant to 18 U.S.C. §1350, as
adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
1. The
Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
2. The
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.
|
/s/
James
Sumas
|
|
|
James
Sumas
|
|
|
Chief
Executive Officer
|
|
|
October
25, 2005
|
22
Exhibit
32.2
CERTIFICATION
PURSUANT TO
18
U.S.C.
SECTION 1350
AS
ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Annual Report of Village Super Market, Inc. (the “Company”)
on Form 10-K for the period ending July 30, 2005 as filed with the Securities
and Exchange Commission on the date hereof (the “Report”), I, Kevin Begley Chief
Financial Officer of the Company certify, pursuant to 18 U.S.C. §1350, as
adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
1. The
Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
2. The
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.
|
/s/
Kevin
Begley
|
|
|
Kevin
Begley
|
|
|
Chief
Financial Officer &
|
|
|
Principal
Accounting Officer
|
|
|
October
25, 2005
|
23