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 26, 2003.
[ ] 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 (I. R. S. Employer
or organization) 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 $36,332,000 and the aggregate market value of
the Class B common stock held by non-affiliates was
approximately $11,647,000 (based upon the closing price
of the Class A shares on the Over the Counter Market on
January 24, 2003, 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.
Outstanding at
Class October 22, 2003
Class A common stock, no par value 1,495,200 Shares
Class B common stock, no par value 1,594,076 Shares
DOCUMENTS INCORPORATED BY REFERENCE
Information contained in the 2003 Annual Report to Shareholders
and the 2003 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 12, 2003 are
incorporated by reference into this Form 10-K at Part II, Items
5, 6, 7 and 8 and Part III.
PART I
ITEM I. BUSINESS
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 future results, whether 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 on a cash flow basis; the
success of operating initiatives; consumer spending patterns;
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.
GENERAL
Village Super Market, Inc., which was founded in 1937, operates
a chain of 23 ShopRite supermarkets, 16 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 reach.
The Company seeks to generate high sales volume by offering a wide
variety of high quality products at consistently low prices. During
fiscal 2003, sales per store was $39,236,000 and sales per selling
square foot was $911. The Company attempts to efficiently utilize
its selling space, gives continuing attention to the decor 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. Below is a summary of the range of store sizes at
July 26, 2003:
Total Square Feet Number of Stores
Greater than 60,000 8
50,001 to 60,000 6
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, videocassette rentals, small
appliances and in most cases, a pharmacy. Recently remodeled
and new superstores emphasize a Power Alley, which features high
margin convenience offerings such as salad bars, bakery and
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
the Company's superstores and percentage of selling square feet
allocable to these stores during each of these periods:
Product Categories Fiscal Year Ended In July
2001 2002 2003
Groceries 40.7% 40.3% 39.7%
Dairy and Frozen 15.9 16.0 16.0
Meats 9.5 9.6 9.7
Non-Foods 10.3 10.0 9.8
Produce 10.3 10.5 10.8
Appetizers and prepared foods 4.6 4.8 4.9
Seafood 2.1 2.2 2.2
Pharmacy 4.8 4.9 5.1
Bakery 1.6 1.6 1.7
Other .2 .1 .1
----- ----- -----
100.0% 100.0% 100.0%
===== ===== =====
Number of superstores 20 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 decide whether they
should be closed. The Company operates one liquor store and a
stand-alone drug store near its Bernardsville store.
DEVELOPMENT AND EXPANSION
The Company is engaged in a continuing 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 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, NJ and a 59,000 sq. ft.
store in Garwood, NJ. In fiscal 2001, the Company opened a 67,000
sq. ft. store in West Orange to replace an older, smaller store.
The Company has budgeted $11,000,000 for capital expenditures in
fiscal 2004. The major planned expenditures are an 11,000 sq. ft.
expansion and remodel of the Bernardsville store and equipment
for a replacement store in Somers Point.
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 (owning
16.9% of Wakefern's outstanding stock) and one of the Company's
principal shareholders was a founder of Wakefern. Wakefern, which
was organized in 1946, is the nation's largest retailer-owned food
cooperative. There are presently 38 individual member companies
and 206 supermarkets, including 51 stores operated directly by
Wakefern, which comprise the Wakefern cooperative. Only Wakefern
and member companies are entitled to use the ShopRite name and
trademark, and 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 shared, advanced
retail technology. The Company believes that the ShopRite name is
widely recognized by its customers and is a factor in those
customers' decisions about where to shop. ShopRite private label
products accounted for approximately 17% of sales in fiscal 2003.
Wakefern distributes as a "patronage dividend" to each of its
stockholders a share of earnings of Wakefern in proportion to the
dollar volume of business done by the stockholder with 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 by various formulas
which distribute 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 provides
the Company with other services including insurance, equipment
purchasing and retail technology support.
Wakefern operates warehouses and distribution facilities in
Elizabeth, New Jersey, Woodbridge, New Jersey, South Brunswick,
New Jersey and Wallkill, New York. 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. 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 25 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.
On November 22, 2000, Big V Supermarkets, Inc., then the largest
member of the Wakefern Food Cooperative, filed for reorganization
under Chapter 11 of the U.S. Bankruptcy Code. In addition, Big V
announced its intention to depart from the Wakefern Cooperative.
A decision by the U.S. Bankruptcy Court upheld that Big V would be
required to pay substantial withdrawal fees to Wakefern to make up
for the loss of volume to the cooperative in the event Big V
departed from the Wakefern Cooperative. This matter was resolved
on July 12, 2002 when Wakefern purchased substantially all of
Big V's assets, including 27 stores, for $185 million in cash
and assumed liabilities. The future performance of this Wakefern
acquisition could materially impact the patronage dividends paid
by Wakefern to the Company.
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 and from
whose decision 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 projections of the impact of the proposed
market on existing member supermarkets in the area.
Each members' investment in Wakefern is pledged to Wakefern to
secure all of that members' obligations to Wakefern. Moreover,
every owner of 5% or more of the voting stock of a member must
personally guarantee prompt payment of all amounts due Wakefern
from that member. Five members of the Sumas family have
guaranteed the Company's obligations to Wakefern. Wakefern does
not own any securities of the Company or its subsidiaries.
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.
During fiscal 2003, Wakefern increased the maximum per store
capital contribution from $550,000 to $650,000. This resulted
in the Company's recording an additional investment and obligation
of $2,119,000. The total amount outstanding from all capital
pledges to Wakefern is $3,148,000 at July 26, 2003.
TECHNOLOGY
The Company considers automation and computerization important to
its operations and competitive position. All stores utilize second
generation IBM 4690 software for the scanning check-out systems.
These systems improve pricing accuracy, enhance productivity and
reduce checkout time for customers. The hardware for these point
of sale systems was replaced in fiscal 2000. The Company utilizes
IBM RS/6000 computers in each store to, among other things, offer
customers debit and credit card payment options.
In fiscal 2002, a frame relay communications network was installed
to replace the satellite communications network. This new network
provides improved reliability, speed and capacity in handling
consumer-based transactions and interactive retail applications.
The Company's commitment to advanced scanning systems has enabled
it to participate in Price Plus, ShopRite's preferred customer
program. Customers receive electronic discounts by presenting a
scannable Price Plus card. This technology has also enabled the
Company to focus on target marketing initiatives.
The Company began installing self-checkout systems in fiscal 2002.
Currently, six stores use these systems to provide improved
customer service, especially during peak periods, and reduce
operating costs.
The Company has installed computer-based training systems in all
stores. The system is currently used to assist in the training of
all new check-out, produce and delicatessen associates.
The Company currently utilizes digital surveillance systems in 12
stores to aid shrink reduction, increase productivity and assist in
accident investigations. During fiscal 2003, the camera systems
were integrated with our cashier monitoring system.
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 most items not
purchased through Wakefern in order to provide equivalent cost and
retail price control over these products. In addition, certain
in-store department records are computerized, including the records
of all pharmacy departments. In all stores, meat, seafood and
delicatessen prices are maintained on computer for automatic
weighing and pricing. Furthermore, all stores have computerized
time and attendance systems and most also have computerized energy
management systems. The Company seeks to design its stores to use
energy efficiently, including recycling waste heat generated by
refrigeration equipment for heating and other purposes.
Wakefern and the Company have responded to our customers
increased use of the internet by creating shoprite.com to
provide weekly advertising and other shopping information.
In addition, an on-line shopping and pick-up service is being
tested by Wakefern at this time.
COMPETITION
The Company is in direct competition with national, regional
and local chains as well as independent supermarkets, warehouse
clubs, supercenters, drug stores, discount general merchandise
stores, fast food chains and convenience stores. The Company
competes by using low pricing, courteous, quick, service to the
customer, and a broad range of consistently available quality
products, including the ShopRite private label. The ShopRite
Price Plus card and the co-branded ShopRite credit card also
create significant customer loyalty.
The Company's principal competitors are Pathmark, A&P, Stop &
Shop, Foodtown, Acme and King's. Many of the Company's
competitors have financial resources substantially greater than
those of the Company.
LABOR
As of October 1, 2003, the Company employed approximately 4,200
persons of whom approximately 67% worked part-time.
Approximately 90% of the Company's employees are covered by
collective bargaining agreements. A contract with the union
in the Stroudsburg, Pa. store expired June 21, 2003. Negotiations
with this union are ongoing. Contracts with the Company's other
five unions expire between May 2004 and August 2007. 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 206 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, drug
and alcoholic beverage regulatory agencies. By virtue of these
licenses and registration requirements, the Company is obligated
to observe certain rules and regulations, and a violation such of
and 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.
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 18 supermarkets (containing 917,000 square
feet of total space) are leased, with initial lease terms generally
ranging from 20 to 30 years, usually with renewal options. Ten of
these leased stores are located in shopping centers and the remaining
eight are freestanding stores.
The lease for the Morris Plains store expired in June 2002. The
Company has a verbal agreement with the landlord to lease this store
for an additional ten years, and to provide for a longer term lease
for an expanded store. This agreement has not been formalized.
None of the Company's other store leases expire before 2008.
The annual rent, including capitalized leases, for all of the
Company's leased facilities for the year ended July 26, 2003 was
approximately $8,713,000.
The Company is a limited partner in two 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
$1,639,000 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
Carol Lawton 60 Vice President and Assistant
Secretary since 1983;
responsible for administration
of headquarters staff.
Kevin Begley 45 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
SECURITY HOLDER MATTERS
The information required by this Item is incorporated by
reference from Information appearing on Page 23 in the
Company's Annual Report to Shareholders for the fiscal year
ended July 26, 2003.
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 26, 2003.
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 Page 4 through 8 in the
Company's Annual Report to Shareholders for the fiscal year
ended July 26, 2003.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
In the normal course of operations, the Company is exposed to
market risks arising from adverse changes in interest rates.
Market risk is defined for these purposes as the potential change
in the fair value resulting from an adverse movement in interest
rates. As of July 26, 2003, the Company's only variable rate
borrowings relate to a swap agreement. On October 18, 2001,
the Company entered into an interest rate swap agreement with a
major financial institution pursuant to which the Company pays a
variable rate of six-month LIBOR plus 3.36% (4.54% at
July 26, 2003) on an initial notional amount of $10,000,000,
expiring in September 2009, in exchange for a fixed rate of 8.12%.
A 100 basis point increase in interest rates, applied to the
Company's borrowings at July 26, 2003, would result in an annual
increase in interest expense and a corresponding reduction in
cash flow of approximately $100,000.
At July 26, 2003, the Company had demand deposits of
$30,918,000 earning interest at prime less 2.5%, or overnight
money market rates, which are exposed to the impact of
interest rate changes.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is incorporated by
reference from Information appearing on Page 3 and Page 9 to 22
in the Company's Annual Report to Shareholders for the fiscal year
ended July 26, 2003.
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 2003.
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 7, 2003, in connection with its
Annual Meeting scheduled to be held on December 12, 2003.
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 7, 2003, in connection with its
Annual Meeting scheduled to be held on December 12, 2003.
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 7, 2003, in connection with its annual meeting
scheduled to be held on December 12, 2003.
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 7, 2003, in connection with its
annual meeting scheduled to be held on December 12, 2003.
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 7, 2003 in connection with its
annual meeting scheduled to be held on December 12, 2003.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS
ON FORM 8-K
(a) 1. Financial Statements:
Consolidated Balance Sheets - July 26, 2003
and July 27, 2002.
Consolidated Statements of Operations -
years ended July 26, 2003, July 27, 2002 and
July 28, 2001.
Consolidated Statements of Shareholders' Equity
and Comprehensive Income -
years ended July 26, 2003,July 27, 2002
and July 28, 2001.
Consolidated Statements of Cash Flows -
years ended July 26, 2003, July 27, 2002
and July 28, 2001.
Notes to consolidated financial statements.
The consolidated financial statements above and Independent
Auditors' Report have been incorporated by reference from the
Company's Annual Report to Shareholders for the fiscal year
ended July 26, 2003.
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 Certificate of Incorporation and 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*
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*
Exhibit No. 13 Annual Report to Security Holders
Exhibit No. 21 Subsidiaries of Registrant
Exhibit No. 23 Consent of KPMG LLP
Exhibit No. 99.1 Certification (furnished, not filed)
Exhibit No. 99.2 Certification (furnished, not filed)
Exhibit No. 99.3 Certification
Exhibit No. 99.4 Certification
* The following exhibits are incorporated by reference from
the following previous filings:
Form 10-K for 1999: 4.5, 4.6
Form 10-K for 1997: 10.5
Form 10-K for 1993: 3, 10.1, 10.2 and 10.3
(b) Reports on Form 8-K.
On May 30, 2003, the Company filed a report on form 8-K
with the SEC under item 9 regarding its release announcing
consolidated financial results for the third quarter of
fiscal 2003.
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
Principal Accounting Officer Officer
Date: October 22, 2003
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 22, 2003 October 22, 2003
/s/ Robert Sumas /s/ William Sumas
Robert Sumas, Director William Sumas, Director
October 22, 2003 October 22, 2003
/s/ John P. Sumas /s/ John J. McDermott
John P. Sumas, Director John J. McDermott, Director
October 22, 2003 October 22, 2003
/s/ David C Judge /s/ Steven Crystal
David C. Judge, Director Steven Crystal, Director
October 22, 2003 October 22, 2003
Exhibit 21
SUBSIDIARIES OF REGISTRANT
The Company has two wholly-owned subsidiaries at July 26,
2003. Village Super Market of PA, Inc., which is organized
under the laws of Pennsylvania, and Village Super Market of NJ,
L.P., which is organized under the laws of New Jersey.
The financial statements of all subsidiaries are included
in the Company's consolidated financial statements.
Exhibit 23
Independent Auditors' Consent
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 1, 2003, with respect to the
consolidated balance sheets of Village Super Market, Inc. as
of July 26, 2003 and July 27, 2002 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 26, 2003, which report is incorporated herein
by reference in the July 26, 2003 annual report on Form 10-K of
Village Super Market, Inc.
/s/ KPMG LLP
Short Hills, New Jersey
October 24, 2003
Exhibit 99.1
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 26,
2003 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 22, 2003
Exhibit 99.2
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 26,
2003 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 22, 2003
Exhibit 99.3
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
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 22, 2003 /s/ James Sumas
James Sumas
Chief Executive Officer
Exhibit 99.4
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
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 24, 2003 /s/ Kevin Begley
Kevin Begley
Chief Financial Officer &
Principal Accounting Officer