VILLAGE SUPER MARKET INC - Annual Report: 2009 (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.
For the fiscal year
ended: July 25,
2009.
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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 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 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, 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.
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Large
accelerated filer
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Accelerated
filer S
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Non-accelerated
filer □ (Do not check if a
smaller reporting company)
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Smaller
reporting company □
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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 $128.9 million and the aggregate market value of the Class B
common stock held by non-affiliates was approximately $13.4 million based upon
the closing price of the Class A shares on the NASDAQ on January 24, 2009, 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.
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Outstanding
at
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Class
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October 6,
2009
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Class
A common stock, no par value
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6,985.184
Shares
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Class
B common stock, no par value
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6,376,304
Shares
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DOCUMENTS INCORPORATED BY
REFERENCE
Information
contained in the 2009 Annual Report to Shareholders and the 2009 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
18, 2009 are incorporated by reference into this Form 10-K at Part II, Items 5,
6, 7, 7A, and 8 and Part III.
2
PART I
ITEM
I. BUSINESS
(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 25, 2009, Village operated a chain of twenty-six
ShopRite supermarkets, seventeen of which are located in northern New Jersey,
one in northeastern Pennsylvania and eight 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, private label products, 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 2009, sales per store were $47,376 and sales
per selling square foot were $1,070. 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.
Village opened a new 67,600 sq. ft.
store in Marmora, New Jersey on May 31, 2009. 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, 2007 after the completion of an
extensive remodel. Village opened a new 67,000 sq. ft. store in
Franklin, New Jersey on November 7, 2007. Below is a
summary of the range of store sizes at July 25, 2009:
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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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11
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50,001
to 60,000
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6
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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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26
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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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2009
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2008
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2007
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Groceries
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38.6%
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38.5%
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38.6%
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Dairy
and Frozen
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17.3
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17.2
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16.5
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Meats
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10.2
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10.0
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10.0
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Non-Foods
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8.1
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8.5
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8.8
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Produce
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11.5
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11.4
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11.5
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Appetizers
and prepared food
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5.4
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5.5
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5.4
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Seafood
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2.4
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2.3
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2.3
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Pharmacy
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4.6
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4.8
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5.1
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Bakery
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1.9
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1.8
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1.8
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Other
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-----
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-----
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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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Number
of superstores
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24
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23
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21
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Selling
square feet represented by superstores
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96%
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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.
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.
Village
has budgeted approximately $17 million for capital expenditure in fiscal
2010. Planned expenditures include the completion of construction and
equipment for the replacement store in Washington, NJ and several smaller
remodels. On April 22, 2009, a Court formally invalidated the developer’s
approval for our Washington replacement store. In September 2009, the Planning
Board began consideration of the revised Washington site plan. The Company
anticipates approval of the revised site plan by the end of November
2009. The Company’s investment in construction and equipment is
$10,452 at July 25, 2009. If the developer is unsuccessful in
obtaining the required approvals, the Company may record an impairment charge
for this investment, which could be material to the Company’s consolidated
financial position and results of operations.
4
In fiscal 2009, Village completed
construction of a new store in Marmora, NJ which opened May 31, 2009, and began
construction of the replacement store in Washington.
In fiscal 2008, Village completed the
construction of the Franklin store, which opened on November 7, 2007, and
acquired and remodeled a store in Galloway, New Jersey, which opened on October
3, 2007.
In fiscal 2007, Village completed the
Rio Grande remodel and several small remodels, and began the construction of a
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.
The general difficulty in developing
retail properties in the Company's primary trading area has 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 14.7% of Wakefern’s
outstanding stock as of July 25, 2009. Wakefern, which was organized
in 1946, is the nation’s largest retailer-owned food
cooperative. Wakefern and its 44 shareholder members operate 258
supermarkets and other retail formats, including 67 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 14.5% of sales
in fiscal 2009.
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 purchasing, merchandising 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, Keasbey, Dayton,
Edison and Jamesburg, New Jersey and Gouldsboro 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 2009, 2008
and 2007. 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 $19,673 at July 25,
2009. The total amount of debt outstanding from all capital pledges
to Wakefern is $2,098 at July 25, 2009. The maximum per store capital
contribution increased from $700 to $725 in fiscal 2009, resulting in an
additional $550 capital pledge, which was paid in fiscal 2009.
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, four 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.
7
TECHNOLOGY
The
Company considers automation and information technology important to its
operations and competitive position. Village began
replacing its point of sale systems in fiscal 2009 to improve the checkout
experience and reduce training costs. Electronic payment options are
offered at all checkout locations. We recently upgraded our
communication network, which 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 Village to offer continuity programs and focus on target marketing
initiatives.
The Company began installing
self-checkout systems in fiscal 2002. Currently, sixteen stores use
these systems to provide improved customer service, especially during peak
periods, and reduce operating costs. Additional locations are planned
for fiscal 2010. 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 advanced 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.
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. 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 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.
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 five store locations with store pick-up and
delivery options.
8
COMPETITION
The
supermarket industry is highly competitive and characterized by narrow profit
margins. 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.
Some of
the Company's principal competitors include Pathmark, A&P, Stop & Shop,
Acme, Kings, Wal-Mart, Wegmans and Foodtown. Some of these
competitors have financial resources substantially greater than those of the
Company, and some are non-union.
LABOR
As of
October 1, 2009, the Company employed approximately 5,050 persons with
approximately 72% working part-time. Approximately 92% of the
Company’s employees are covered by collective bargaining agreements. Contracts
with the Company’s six unions expire between August 2010 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 may be materially adversely impacted
by competitive pricing and promotional programs, industry consolidation 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. Competition with these outlets is based
on price, store location, promotion, product assortment, quality and
service. Some of these competitors 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 inflation, interest rates, energy costs and unemployment
rates may adversely affect our sales and profits. 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.
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.
10
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.
WASHINGTON
CONSTRUCTION
On April 22, 2009, a Court formally
invalidated the developer’s approval for our Washington replacement store. In
September 2009, the Planning Board began consideration of the revised Washington
site plan. The Company anticipates approval of the revised site plan by the end
of November 2009. The Company’s investment in construction and
equipment is $10,452 at July 25, 2009. If the developer is
unsuccessful in obtaining the required approvals, the Company may record an
impairment charge for this investment, which could be material to the Company’s
consolidated financial position and results of operations.
FINANCIAL
ENVIRONMENT
We
maintain significant amounts of cash and cash equivalents at financial
institutions that are in excess of federally insured limits. Given
the current instability of financial institutions, we cannot be assured that we
will not experience losses on these deposits, which could have a material
adverse impact on our financial position and results of operations.
TAXES
The
Company’s effective tax rate may be impacted by the results of tax examinations
and changes in tax laws.
11
ITEM
1B. UNRESOLVED STAFF
COMMENTS
Not applicable.
ITEM
2. PROPERTIES
As of
July 25, 2009, 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 twenty one supermarkets (containing 1,127,000 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. Twelve of these leased stores are located in shopping
centers and the remaining nine are freestanding stores. In addition
to the above, on July 30, 2009 the Company purchased the land and building of
the current Washington store (see Legal Proceedings).
The
annual rent, including capitalized leases, for all of the Company's leased
facilities for the year ended July 25, 2009 was approximately
$12,667.
Village
is a limited partner in three partnerships, one of which owns a 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. The
Company’s leasehold interest in the current Washington store had been the
subject of litigation related to the lease-end date, rent amounts and other
matters. On July 30, 2009, the Company settled all litigation with the landlord
and purchased the land and building for $3,100. During the fourth quarter of
fiscal 2009, the Company recorded a pre-tax charge of $1,200 related to this
litigation. This charge was based on the consideration paid in excess of the
fair value of the property. In addition to settling the
litigation, the purchase of the current Washington store property eliminated any
potential time period between the closing of the current Washington store and
the opening of the planned replacement store.
ITEM
4. SUBMISSION OF MATTERS TO A
VOTE OF SECURITY HOLDERS
No
matters submitted to shareholders in the fourth quarter.
12
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 31 in the Company's Annual Report to Shareholders for the
fiscal year ended July 25, 2009 and in the Company’s definitive Proxy Statement
to be filed on or before November 6, 2009 in connection with its Annual Meeting
scheduled to be held on December 18, 2009.
ITEM
6. SELECTED
FINANCIAL DATA
The
information required by this Item is incorporated by reference from Information
appearing on Page 5 in the Company's Annual Report to Shareholders for the
fiscal year ended July 25, 2009.
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 6 through 12 in the Company's Annual Report to Shareholders
for the fiscal year ended July 25, 2009.
ITEM
7A. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
The
information required by this Item is incorporated by reference from Information
appearing on Page 12 in the Company's Annual Report to Shareholders for the
fiscal year ended July 25, 2009.
ITEM
8. FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA
The
information required by this Item is incorporated by reference from Information
appearing on Page 5 and Pages 13 to 29 in the Company's Annual Report to
Shareholders for the fiscal year ended July 25, 2009.
13
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 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 covered by this
report. 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 2009 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 30 in the Company’s Annual Report to Shareholders
for the fiscal year ended July 25, 2009.
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 6, 2009,
in connection with its Annual Meeting scheduled to be held on December 18,
2009.
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 6, 2009,
in connection with its Annual Meeting scheduled to be held on December 18,
2009.
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 6, 2009,
in connection with its annual meeting scheduled to be held on December 18,
2009.
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 6, 2009,
in connection with its annual meeting scheduled to be held on December 18,
2009.
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 6, 2009
in connection with its annual meeting scheduled to be held on December 18,
2009.
PART IV
ITEM
15. EXHIBITS, FINANCIAL
STATEMENTS SCHEDULES
|
(a)
|
1.
|
Financial
Statements:
|
|
Consolidated
Balance Sheets - July 25, 2009 and July 26, 2008.
|
||
|
|
||
|
Consolidated
Statements of Operations - years ended July 25, 2009, July 26, 2008 and
July 28, 2007.
|
||
|
Consolidated
Statements of Shareholders' Equity and Comprehensive Income –
years ended July 25, 2009, July 26, 2008 and July 28,
2007.
|
||
|
Consolidated
Statements of Cash Flows - years ended July 25, 2009, July 26, 2008 and
July 28, 2007.
|
||
|
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
25, 2009.
|
||
|
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
|
15
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*
|
||
|
4.8
|
Second
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*
|
||
|
10.6
|
Employment
Agreement dated May 28, 2004*
|
||
|
10.7
|
Supplemental
Executive Retirement Plan*
|
||
|
10.8
|
2004
Stock Plan*
|
||
|
Exhibit
No.
|
13
|
||
|
Exhibit
No.
|
14
|
||
|
Exhibit
No.
|
21
|
||
|
Exhibit
No.
|
23
|
||
|
Exhibit
No.
|
31.1
|
||
|
Exhibit
No.
|
31.2
|
||
|
Exhibit
No.
|
32.1
|
||
|
Exhibit
No.
|
32.2
|
||
* The
following exhibits are incorporated by reference from the following previous
filings:
|
Form
10-Q for January 2009: 4.8
|
|
|
Form10-K
for 2007: 10.1
|
|
|
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 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
7, 2009
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/
James
Sumas
|
/s/
Stephen
Rooney
|
|
James
Sumas, Director
|
Stephen Rooney, Director
|
|
October
7, 2009
|
October 7, 2009
|
|
/s/
Robert
Sumas
|
/s/
William
Sumas
|
|
Robert
Sumas, Director
|
William Sumas, Director
|
|
October
7, 2009
|
October
7, 2009
|
|
|
|
|
/s/
John P.
Sumas
|
/s/
John J.
McDermott
|
|
John
P. Sumas, Director
|
John J. McDermott, Director
|
|
October
7, 2009
|
October 7, 2009
|
|
/s/
David C .
Judge
|
/s/
Steven
Crystal
|
|
David
C. Judge, Director
|
Steven Crystal, Director
|
|
October
7, 2009
|
October 7, 2009
|
|
/s/
John J.
Sumas
|
/s/
Nicholas J.
Sumas
|
|
John
J. Sumas, Director
|
Nicholas J. Sumas, Director
|
|
October
7, 2009
|
October 7, 2009
|
|
/s/
Kevin
Begley
|
/s/
Peter
Lavoy
|
|
Kevin
Begley, Director
|
Peter Lavoy, Director
|
|
October
7, 2009
|
October 7, 2009
|
17