VILLAGE SUPER MARKET INC - Annual Report: 2007 (Form 10-K)
UNITED
STATES
SECURITIES
& EXCHANGE COMMISSION
WASHINGTON,
D. C. 20549
FORM
10-K
(Mark
One)
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[x]
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Annual
Report Pursuant to Section 13 or 15(d) of the Securities and Exchange
Act
of 1934.
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For
the fiscal year ended: July 28, 2007.
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[ ]
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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 .
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COMMISSION
FILE NUMBER: 0-33360
VILLAGE
SUPER MARKET, INC.
(Exact
name of registrant as specified in its charter)
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NEW
JERSEY
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22-1576170
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(State
or other jurisdiction of incorporation or
organization)
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(I.
R. S. Employer
Identification No.)
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733
MOUNTAIN AVENUE, SPRINGFIELD, NEW JERSEY
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07081
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(Address
of principal executive offices)
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(Zip
Code)
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REGISTRANT'S
TELEPHONE NUMBER, INCLUDING AREA CODE: (973)467-2200
Securities
registered pursuant to Section 12(b) of the Act:
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Class
A common stock, no par value
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The
NASDAQ Stock Market
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|
(Title
of Class)
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(Name
of exchange on which registered)
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Securities
registered pursuant to Section 12(g) of the Act: NONE
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined
in
Rule 405 of the Securities Act. Yes __ No
X .
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section15 (d) of the Act. Yes
__ No X .
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 a large accelerated filer, an accelerated filer, or a
non-accelerated filer:
|
Large
accelerated filer o
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Accelerated
filer x
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Non-accelerated
filer o
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Indicate
by check mark whether the
registrant is a shell company. Yes __ No X
.
The
aggregate market value of the Class A common stock of Village Super Market,
Inc.
held by non-affiliates was approximately $90.2 million and the aggregate market
value of the Class B common stock held by non-affiliates was approximately
$8.6
million based upon the closing price of the Class A shares on the NASDAQ on
January 28, 2007, 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
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Outstanding
at
October
8, 2007
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|
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Class
A common stock, no par value
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3,323,886
Shares
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|
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Class
B common stock, no par value
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3,188,152
Shares
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DOCUMENTS
INCORPORATED BY REFERENCE
Information
contained in the 2007 Annual Report to Shareholders and the 2007 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
7, 2007 are incorporated by reference into this Form 10-K at Part II, Items
5,
6, 7, 7A, 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; the
results of litigation; the results of union contract negotiations; competitive
store openings; the rate of return on pension assets; and other factors detailed
herein under Risk Factors.
2
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ITEM
I.
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BUSINESS
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(All
dollar amounts in this report are in thousands, except per square foot
data).
GENERAL
Village
Super Market, Inc. (the “Company” or “Village”) was founded in
1937. At July 28, 2007, Village operated a chain of twenty-three
ShopRite supermarkets, sixteen of which are located in northern New Jersey,
one
in northeastern Pennsylvania and six in southern 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 Village many of the economies of
scale in purchasing, distribution, advanced retail technology and advertising
associated with chains of greater size and geographic coverage.
Village
seeks to generate high sales volume by offering a wide variety of high quality
products at consistently low prices. During fiscal 2007, sales per
store were $45,497 and sales per selling square foot were $1,037. The
Company gives ongoing attention to the décor and format of its stores and
tailors each store's product mix to the preferences of the local
community. Village concentrates on the development of
superstores. On August 11, 2007, Village acquired the store fixtures
and lease of a location in Galloway Township, New Jersey from Wakefern for
$3,500. This store had previously been operated by a
competitor. The Company began operating a pharmacy at this location
on August 11, 2007. The remainder of this 55,000 sq. ft. store opened
on October 3 after the completion of a remodel. Village expects to
open a new 67,000 sq. ft. store in Franklin, New Jersey on October 31,
2007. Below is a summary of the range of store sizes at
July 28, 2007:
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Total
Square Feet
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Number
of Stores
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Greater
than 60,000
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9
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50,001
to 60,000
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5
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40,000
to 50,000
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7
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Less
than 40,000
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2
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Total
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23
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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 variety of natural and organic foods, 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, photo 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
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Product
Categories
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Fiscal
Year Ended In July
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|||||
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2007
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2006
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2005
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||||
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Groceries
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38.6%
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38.7%
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38.6%
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|||
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Dairy
and Frozen
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16.5
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16.4
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16.4
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|||
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Meats
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10.0
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10.0
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10.2
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Non-Foods
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8.8
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8.9
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9.0
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Produce
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11.5
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11.4
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11.1
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Appetizers
and prepared food
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5.4
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5.3
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5.3
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|||
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Seafood
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2.3
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2.3
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2.3
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Pharmacy
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5.1
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5.2
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5.3
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|||
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Bakery
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1.8
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1.8
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1.7
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|||
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Other
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--
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--
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.1
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|||
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100.0%
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100.0%
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100.0%
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||||
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Number
of superstores
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21
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21
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21
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|||
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Selling
square feet represented by superstores
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95%
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95%
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95%
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|||
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. Village 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,
Village has sought, whenever possible, to increase the amount of selling space
in its stores.
4
The
Company has budgeted approximately $24 million for capital expenditures in
fiscal 2008. Planned expenditures include the completion of the new
store in Franklin, New Jersey, the remodel of the acquired Galloway store,
and
the beginning of the construction of a replacement store in Washington, New
Jersey and a new store in Marmora, New Jersey.
In
fiscal
2007, Village completed the Rio Grande remodel and several small remodels,
and
began the construction of a new, leased store in Franklin, New
Jersey.
In
fiscal
2006, the Company completed the expansion and remodel of the Springfield store,
began a major remodel of the Rio Grande store, and completed smaller remodels
of
the Elizabeth and Chester stores.
In
fiscal
2005, the Company opened an 80,000 square foot replacement store in Somers
Point, completed an expansion and remodel of the Bernardsville store, and began
the 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.
Delays
associated with governmental regulations, and the general difficulty in
developing retail properties in the Company's primary trading area, have in
recent years 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. Village will also consider
additional acquisitions should appropriate opportunities arise.
WAKEFERN
FOOD CORPORATION
The
Company is the second largest member of Wakefern and owns 15.5% of Wakefern’s
outstanding stock as of July 28, 2007. Wakefern, which was organized
in 1946, is the nation’s largest retailer-owned food
cooperative. Wakefern and its 44 shareholder members operate 238
supermarkets and other retail formats, including 62 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 2007.
5
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, the Company’s Chief Executive Officer, 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, certain financial accounting
applications, and retail technology support.
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 2007, 2006
and 2005. 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 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.
6
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.
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 $16,391 at July 28,
2007. The total amount of debt outstanding from all capital pledges
to Wakefern is $384 at July 28, 2007. The maximum per store capital
contribution increased from $650 to $675 on September 21, 2006, resulting in
an
additional $550 capital pledge, which was paid in fiscal 2007.
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.
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. We plan to upgrade these point of sale systems beginning
in fiscal 2008. A frame relay communication network is used for
reliable, high speed processing of electronic payments and transmission of
data.
7
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 Village to
offer continuity programs and focus on target marketing
initiatives.
The
Company began installing self-checkout systems in fiscal
2002. Currently, thirteen stores use these systems to provide
improved customer service, especially during peak periods, and reduce operating
costs. Additional locations are planned for fiscal
2008. In fiscal 2007, we installed RFID readers in all checkout lanes
to enable contactless payment options for customers to quicken checkout
times.
Village
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. In fiscal 2007, both of these systems were
replaced with upgraded versions.
The
Company has installed computer based training systems in all stores to assist
in
the training of all new cashiers, produce and bakery
associates. Village replaced the time and attendance system and labor
scheduling system in fiscal 2006 to improve reporting, work flow and system
interfaces, and reduce labor.
Village
utilizes digital surveillance systems, which are integrated with the cashier
monitoring systems, in all stores to aid shrink reduction, increase productivity
and assist in accident investigations.
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. Village 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 Village 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 is available in three
store locations with store pick-up and delivery options.
COMPETITION
The
supermarket industry is highly competitive. The Company competes
directly with multiple retail formats, including national, regional and local
supermarket chains as well as warehouse clubs, supercenters, drug stores,
discount general merchandise stores, fast food chains, dollar stores and
convenience stores. Village competes by using low pricing, superior
customer service, and a broad range of consistently available quality products,
including ShopRite private labeled products. The ShopRite Price Plus
card and the co-branded ShopRite credit card also strengthen customer
loyalty.
8
Some
of
the Company's principal competitors include Pathmark, A&P, Stop & Shop,
Acme, Kings, Walmart, Wegmans and Foodtown. Many of these competitors
have financial resources substantially greater than those of the Company, and
some are non-union.
LABOR
As
of
October 1, 2007, the Company employed approximately 4,400 persons with
approximately 69% working part-time. Approximately 91% of the
Company’s employees are covered by collective bargaining agreements. A contract
with a union representing employees in one store expired in June
2007. Negotiations with this union continue as the store operates
under the expired contract. Contracts with the Company’s other five
unions expire between October 2007 and March 2012. Most of the
Company’s competitors in New Jersey are similarly unionized.
AVAILABLE
INFORMATION
As
a
member of the Wakefern cooperative, Village relies upon our customer focused
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.
9
|
ITEM
1A.
|
RISK
FACTORS
|
COMPETITIVE
ENVIRONMENT
The
supermarket business is highly
competitive and characterized by narrow profit margins. Results of
operations therefore may be materially adversely impacted by competitive pricing
and promotional programs and competitor store
openings. Village competes with national and regional
supermarkets, local supermarkets, warehouse club stores, supercenters, drug
stores, convenience stores, dollar stores, discount merchandisers, restaurants
and other local retailers in the market areas we serve. Competition
with these outlets is based on price, store location, promotion, product
assortment, quality and service. Some of these competitors may have
greater financial resources, lower merchandise acquisition cost and lower
operating expenses than we do.
GEOGRAPHIC
CONCENTRATION
The
Company’s stores are concentrated
in New Jersey, with one store in northeastern Pennsylvania. We are
vulnerable to economic downturns in New Jersey in addition to those that may
affect the country as a whole. Economic conditions such as interest
rates, energy costs and unemployment rates may adversely affect our
sales. Further, since our store base is concentrated in densely
populated metropolitan areas, opportunities for future store expansion may
be
limited, which may adversely affect our business and results of
operations.
WAKEFERN
RELATIONSHIP
Village
purchases substantially all of
its merchandise from Wakefern. In addition, Wakefern provides the
Company with support services in numerous areas including supplies, advertising,
liability and property insurance, technology support and other store
services. Further, Village receives patronage dividends and other
product incentives from Wakefern.
Any
material change in Wakefern’s method of operation or a termination or material
modification of Village’s relationship with Wakefern could have an adverse
impact on the conduct of the Company’s business and could involve additional
expense for Village. The failure of any Wakefern member to fulfill
its obligations to Wakefern or a member’s insolvency or withdrawal from Wakefern
could result in increased costs to the Company. Additionally, an
adverse change in Wakefern’s results of operations could have an adverse affect
on Village’s results of operations.
LABOR
RELATIONS
A
significant majority of our employees
are covered by collective bargaining agreements with unions, and our
relationship with those unions, including any work stoppages, could have an
adverse impact on our financial results.
10
In
future negotiations with labor
unions, we expect that rising health care and pension costs, among other issues,
will continue to be important topics for negotiation. Upon the
expiration of our collective bargaining agreements, work stoppages by the
affected workers could occur if we are unable to negotiate acceptable contracts
with labor unions. This could significantly disrupt our
operations. Further, if we are unable to control health care and
pension costs provided for in the collective bargaining agreement, we may
experience increased operating costs and an adverse impact on future results
of
operations.
FOOD
SAFETY
The
Company could be adversely affected
if consumers lose confidence in the safety and quality of the food supply
chain. Adverse publicity about these types of concerns, whether or
not valid, could discourage consumers from buying our products. 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.
MULTI-EMPLOYER
PENSION PLANS
The
Company is required to make
contributions to multi-employer pension plans in amounts established under
collective bargaining agreements. Pension expense for these plans is
recognized as contributions are funded. Benefits generally are based
on a fixed amount for each year of service. Based on the most recent
information available to us, we believe a number of these multi-employer plans
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 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 and the actual
return on assets held in the plans, among other factors.
|
ITEM
1B.
|
UNRESOLVED
STAFF COMMENTS
|
Not
applicable.
|
ITEM
2.
|
PROPERTIES
|
As
of
July 28, 2007, Village 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)
and the corporate headquarters 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.
11
The
annual rent, including capitalized leases, for all of the Company's leased
facilities for the year ended July 28, 2007 was approximately
$10,520. The Galloway Township, Franklin, Washington and Marmora
stores expected to open in fiscal 2008 are leased facilities.
The
lease on the Company’s current
store in Washington New Jersey expires on May 31, 2008, which is before the
replacement store is expected to be completed.
Village
is a limited partner in three partnerships, one of which owns a small shopping
center in which one of our leased stores is located. The Company is
also a general partner in a partnership that is a lessor of one of the Company's
freestanding stores.
|
ITEM
3.
|
LEGAL
PROCEEDINGS
|
The
Company, in the ordinary course of
business, is involved in various legal proceedings. Village 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.
PART
II
|
ITEM
5.
|
MARKET
FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER
PURCHASES OF EQUITY
SECURITIES
|
The
information required by this Item is incorporated by reference from Information
appearing on Page 27 in the Company's Annual Report to Shareholders for the
fiscal year ended July 28, 2007 and in the Company’s definitive Proxy Statement
to be filed on or before November 2, 2007 in connection with its Annual Meeting
scheduled to be held on December 7, 2007.
12
|
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 28, 2007.
|
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 9 in the Company's Annual Report to Shareholders
for the fiscal year ended July 28, 2007.
|
ITEM
7A.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
The
information required by this Item
is incorporated by reference from Information appearing on Page 9 in the
Company's Annual Report to Shareholders for the fiscal year ended July 28,
2007.
|
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 10 to 26 in the Company's Annual Report to
Shareholders for the fiscal year ended July 28, 2007.
|
ITEM
9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
None.
13
|
ITEM
9A.
|
CONTROLS
AND PROCEDURES
|
As
required by Rule 13a-15 of 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 changes in internal controls over financial reporting during the
fourth quarter of fiscal 2007 that have materially, or are reasonably likely
to
materially effect, the Company’s internal control over financial
reporting.
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.
Management’s
Report on Internal Control
over Financial Reporting and the Report of Independent Registered Public
Accounting Firm are incorporated by reference from information appearing on
page
28 in the Company’s Annual Report to Shareholders for the fiscal year ending
July 28, 2007.
PART
III
|
ITEM
10.
|
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
|
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 2, 2007,
in connection with its Annual Meeting scheduled to be held on December 7,
2007.
|
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 2, 2007,
in connection with its Annual Meeting scheduled to be held on December 7,
2007.
14
|
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 2, 2007,
in connection with its annual meeting scheduled to be held on December 7,
2007.
|
ITEM
13.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
|
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 2, 2007,
in connection with its annual meeting scheduled to be held on December 7,
2007.
|
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 2, 2007 in connection with its annual meeting
scheduled to be held on December 7, 2007.
PART
IV
|
ITEM
15.
|
EXHIBITS,
FINANCIAL STATEMENTS
SCHEDULES
|
|
(a) 1.
|
Financial
Statements:
|
|
|
Consolidated
Balance Sheets - July 28, 2007 and July 29,
2006.
|
|
|
Consolidated
Statements of Operations - years ended July 28, 2007, July 29, 2006
and
July 30, 2005.
|
|
|
Consolidated
Statements of Shareholders' Equity and Comprehensive Income – years ended
July 28, 2007, July 29, 2006 and July 30,
2005.
|
|
|
Consolidated
Statements of Cash Flows - years ended July 28, 2007, July 29, 2006
and
July 30, 2005.
|
|
|
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 28,
2007.
15
|
|
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*
|
|
Exhibit
No. 13
|
Annual
Report to Security Holders
|
|
Exhibit
No. 14
|
Code
of Ethics
|
|
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, 10.2 and 10.3
16
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
9, 2007
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
9, 2007
|
October
9, 2007
|
||
|
/s/
Robert
Sumas
|
/s/ William
Sumas
|
||
|
Robert
Sumas, Director
|
William
Sumas, Director
|
||
|
October
9, 2007
|
October
9, 2007
|
||
|
/s/
John P.
Sumas
|
/s/
John J.
McDermott
|
||
|
John
P. Sumas, Director
|
John
J. McDermott, Director
|
||
|
October
9, 2007
|
October
9, 2007
|
||
|
/s/
David C .
Judge
|
/s/
Steven
Crystal
|
||
|
David
C. Judge, Director
|
Steven
Crystal, Director
|
||
|
October
9, 2007
|
October
9, 2007
|
||
17