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 31, 2004.
[ ] 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 $45,570,000 and the
aggregate market value of the Class B common stock held by non-affiliates was
approximately $14,106,000 (based upon the closing price of the Class A shares
on the NASDAQ on January 24, 2004, 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 21, 2004
Class A common stock, no par value 1,558,700 Shares
Class B common stock, no par value 1,594,076 Shares
DOCUMENTS INCORPORATED BY REFERENCE
Information contained in the 2004 Annual Report to Shareholders and the
2004 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 10, 2004 are incorporated by reference into this Form 10-K at
Part II, Items 5, 6, 7 and 8 and Part III.
PART I
FORWARD-LOOKING STATEMENTS
All statements, other than statements of historical fact, included in this
Form 10-K are or may be considered forward-looking statements within the
meaning of federal securities law. The Company cautions the reader that there
is no assurance that actual results or business conditions will not differ
materially from the results expressed, suggested or implied by such
forward-looking statements. The Company undertakes no obligation to update
forward-looking statements and to reflect developments or information obtained
after the date hereof. The following are among the principal factors that could
cause actual results to differ from the forward-looking statements: local
economic conditions; competitive pressures from the Company's operating
environment; the ability of the Company to maintain and improve its sales and
margins; the ability to attract and retain qualified associates; the
availability of new store locations; the availability of capital; the liquidity
of the Company 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.
ITEM I. BUSINESS
GENERAL
Village Super Market, Inc. (the "Company"), 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 coverage.
The Company seeks to generate high sales volume by offering a wide variety
of high quality products at consistently low prices. During fiscal 2004, sales
per store was $41,637,000 and sales per selling square foot was $966. 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 31, 2004:
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, small appliances, film processing and in most
cases, a pharmacy. Recently remodeled and new superstores emphasize a Power
Alley, which features high margin, fresh convenience offerings such as salad
bars, bakery and Bistro Street home meal replacement in an area within the
store that provides quick customer entry and exit for those customers shopping
for today's lunch or dinner. The following table shows the percentage of the
Company's sales allocable to various product categories during each of the
periods indicated, as well as the number of superstores and percentage of
selling square feet allocable to these stores during each of these periods:
Product Categories Fiscal Year Ended In July
2002 2003 2004
Groceries 40.3% 39.7% 39.1%
Dairy and Frozen 16.0 16.0 16.4
Meats 9.6 9.7 10.1
Non-Foods 10.0 9.8 9.4
Produce 10.5 10.8 10.7
Appetizers and prepared food 4.8 4.9 5.0
Seafood 2.2 2.2 2.2
Pharmacy 4.9 5.1 5.3
Bakery 1.6 1.7 1.7
Other .1 .1 .1
----- ----- -----
100.0% 100.0% 100.0%
===== ===== =====
Number of superstores 21 21 21
Selling square feet
represented by superstores 95% 95% 95%
A variety of factors affect the profitability of each of the Company's
stores, including local competitors, size, access and parking, lease terms,
management supervision, and the strength of the ShopRite trademark in the local
community. The Company continually evaluates individual stores to determine if
they should be closed. A stand alone drug store near the Bernardsville store
is expected to close in fiscal 2005 upon the completion of the expansion and
remodel of the Bernardsville store. The Company operates one liquor store.
DEVELOPMENT AND EXPANSION
The Company has an ongoing program to upgrade and expand its supermarket
chain. This program has included major store remodelings as well as the
opening or acquisition of additional stores. When remodeling, the Company has
sought, whenever possible, to increase the amount of selling space in its
stores.
In fiscal 2004, the Company began the expansion and remodel of the
Bernardsville store and the construction of the replacement store in Somers
Point. Both of these projects will be completed in fiscal 2005.
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 $13 million for capital expenditures in fiscal
2005. Planned expenditures include the completion of the expansion and remodel
of the Bernardsville store, the remainder of equipment for the Somers Point
replacement store, and an expansion and remodel of the Springfield store.
Delays associated with governmental regulations, and the general difficulty
in developing retail properties in the Company's primary trading area, have
prevented the Company from opening the desired number of new stores.
Additional store remodelings and sites for new stores are in various stages of
development. The Company will also consider additional acquisitions should
appropriate opportunities arise.
WAKEFERN FOOD CORPORATION
The Company is the second largest member of Wakefern and owns 16.4% of
Wakefern's outstanding stock. Wakefern, which was organized in 1946, is the
nation's largest retailer-owned food cooperative. Wakefern and its 39
shareholder members operate 207 supermarkets and other retail formats,
including 50 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 15% of sales in
fiscal 2004.
Wakefern distributes as a "patronage dividend" to each of its stockholders
a share of its earnings in proportion to the dollar volume of purchases by the
stockholder from Wakefern during each fiscal year.
While Wakefern has a substantial professional staff, it operates as a
member owned cooperative. Executives of most members make contributions of
time to the business of Wakefern. Senior executives of the Company spend a
significant amount of their time working on various Wakefern committees, which
oversee and direct Wakefern purchases and other programs. James Sumas is Vice
Chairman of Wakefern and a member of the Wakefern Board of Directors.
Most of the Company's advertising is developed and placed by Wakefern's
professional advertising staff. Wakefern is responsible for all television,
radio and major newspaper advertisements. Wakefern bills its members using
various formulas which allocate advertising costs in accordance with the
estimated proportional benefits to each member from such advertising. The
Company also places Wakefern developed materials with local newspapers. In
addition, Wakefern provides the Company with other services including insurance,
supplies, equipment purchasing, coupon processing and technology support.
Wakefern operates warehouses and distribution facilities in Elizabeth,
Woodbridge and 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. The Company fulfilled this obligation in fiscal
2004. 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
Wakefern filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code.
In addition, Big V announced its intention to depart from Wakefern. 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.
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.
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.
Each of Wakefern's members is required to make capital contributions to
Wakefern based on the number of stores operated by that member and the purchases
generated by those stores. As additional stores are opened or acquired by a
member, additional capital must be contributed by it to Wakefern. The Company's
investment in Wakefern and affiliates was $15,875,000 at July 31, 2004. 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 of debt outstanding
from all capital pledges to Wakefern is $2,292,000 at July 31, 2004.
TECHNOLOGY
The Company considers automation and information technology important to
its operations and competitive position. All stores utilize IBM 4690 software
for scanning check-out systems. These systems improve pricing accuracy, enhance
productivity and reduce checkout time for customers. The Company utilizes IBM
RS/6000 computers in each store to, among other things, offer customers debit
and credit card payment options. A frame relay communications network is used
for reliable, high speed transmission of data.
The Company's commitment to advanced scanning and communication systems
enables it to participate in Price Plus, ShopRite's preferred customer program.
Customers receive electronic discounts by presenting a scannable Price Plus
card. This technology also enables the Company to 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. These systems will
be installed in three additional stores in fiscal 2005.
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 bakery associates.
The Company utilizes digital surveillance systems, which are integrated
with the cashier monitoring systems, in 16 stores to aid shrink reduction,
increase productivity and assist in accident investigations. These systems will
be installed in three additional stores in fiscal 2005.
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 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 and labor scheduling 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 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 was
introduced by the Company in two stores in October 2004.
COMPETITION
The Company is in direct competition with multiple retail formats,
including national, regional and local supermarket chains as well as independent
supermarkets, warehouse clubs, supercenters, drug stores, discount general
merchandise stores, fast food chains and convenience stores. The Company
competes by using low pricing, courteous and quick service to the customer, and
a broad range of consistently available quality products, including ShopRite
private labeled products. The ShopRite Price Plus card and the co-branded
ShopRite credit card also strengthen customer loyalty.
The Company's principal competitors include Pathmark, A&P, Stop & Shop,
Acme, Kings, Walmart and Foodtown. Many of the Company's competitors have
financial resources substantially greater than those of the Company.
LABOR
As of October 1, 2004, the Company employed approximately 4,300 persons of
whom approximately 68% worked part-time. Approximately 90% of the Company's
employees are covered by collective bargaining agreements. A contract with the
union representing certain pharmacists expired October 7, 2004. Negotiations
with this union are ongoing. Contracts with the Company's five other unions
expire between April 2005 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 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. 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 requirement of the Sarbanes-Oxley Act of 2002.
ITEM 2. PROPERTIES
The Company owns the sites of five of its supermarkets (containing 335,000
square feet of total space), all of which are freestanding stores, except the
Egg Harbor store, which is part of a shopping center. The remaining 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 31, 2004 was approximately $9,018,000.
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. In addition, the Company is a limited
partner in a partnership that owns property to be developed in Chester,
New Jersey.
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 61 Vice President and Assistant
Secretary since 1983;
responsible for administration
of headquarters staff.
Kevin Begley 46 Chief Financial Officer since
1987. Treasurer since 2002.
Mr. Begley is a Certified
Public Accountant.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
The information required by this Item is incorporated by reference from
Information appearing on Page 23 in the Company's Annual Report to Shareholders
for the fiscal year ended July 31, 2004.
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 31, 2004.
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 31, 2004.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this Item is incorporated by reference from
Information appearing on Page 8 in the Company's Annual Report to Shareholders
for the fiscal year ended July 31, 2004.
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 31, 2004.
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 2004.
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 5, 2004, in connection with its Annual Meeting scheduled to be held on
December 10, 2004.
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 5, 2004, in connection with its Annual Meeting scheduled to be held on
December 10, 2004.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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 5, 2004, in connection with its annual meeting scheduled to be held on
December 10, 2004.
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 5, 2004, in connection with its annual meeting scheduled to be held on
December 10, 2004.
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 5, 2004 in connection with its annual meeting scheduled to be held on
December 10, 2004.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES
(a) 1. Financial Statements:
Consolidated Balance Sheets - July 31, 2004 and July 26, 2003.
Consolidated Statements of Operations - years ended
July 31, 2004, July 26, 2003 and July 27, 2002.
Consolidated Statements of Shareholders' Equity and Comprehensive
Income - years ended July 31, 2004, July 26, 2003 and July 27, 2002.
Consolidated Statements of Cash Flows - years ended
July 31, 2004, July 26, 2003 and July 27, 2002.
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 31, 2004.
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. 3.1 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
Exhibit No. 13 Annual Report to Security Holders
Exhibit No. 21 Subsidiaries of Registrant
Exhibit No. 23 Consent of KPMG LLP
Exhibit No. 31.1 Certification
Exhibit No. 31.2 Certification
Exhibit No. 32.1 Certification (furnished, not filed)
Exhibit No. 32.2 Certification (furnished, not filed)
* The following exhibits are incorporated by reference from the following
previous filings:
Form 10-Q for April 2004: 10.6
Form 10-K for 1999: 4.5, 4.6
Form 10-K for 1997: 10.5
Form 10-K for 1993: 3.1, 10.1, 10.2 and 10.3
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 21, 2004
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 21, 2004 October 21, 2004
/s/ Robert Sumas /s/ William Sumas
Robert Sumas, Director William Sumas, Director
October 21, 2004 October 21, 2004
/s/ John P. Sumas /s/ John J. McDermott
John P. Sumas, Director John J. McDermott, Director
October 21, 2004 October 21, 2004
/s/ David C . Judge /s/ Steven Crystal
David C. Judge, Director Steven Crystal, Director
October 21, 2004 October 21, 2004
Exhibit 21
SUBSIDIARIES OF REGISTRANT
The Company has two wholly-owned subsidiaries at July 31, 2004. Village
Super Market of PA, Inc. is organized under the laws of Pennsylvania. Village
Super Market of NJ, LP is organized under the laws of New Jersey.
The financial statements of all subsidiaries are included in the Company's
consolidated financial statements.
Exhibit 23
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Village Super Market, Inc.:
We consent to incorporation by reference in the Registration Statement
(No. 2-86320) on Form S-8 of Village Super Market, Inc. of our report dated
October 8, 2004, with respect to the consolidated balance sheets of Village
Super Market, Inc. and subsidiaries as of July 31, 2004 and July 26, 2003 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 31, 2004, which report appears in the July 31, 2004 annual
report on Form 10-K of Village Super Market, Inc.
/s/ KPMG LLP
Short Hills, New Jersey
October 21, 2004
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Village Super Market, Inc. (the
"Company") on Form 10-K for the period ending July 31, 2004 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 21, 2004
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Village Super Market, Inc. (the
"Company") on Form 10-K for the period ending July 31, 2004 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 21, 2004
Exhibit 31.1
CERTIFICATIONS
I, James Sumas, certify that:
1. I have reviewed this annual report on Form 10-K of Village Super
Market, Inc.
2. Based on my knowledge, this report does not contain any untrue statement of
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
fourth quarter that has materially effected, or is reasonably likely
to materially effect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
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 21, 2004 /s/ James Sumas
James Sumas
Chief Executive Officer
Exhibit 31.2
CERTIFICATIONS
I, Kevin Begley, certify that:
1. I have reviewed this annual report on Form 10-K of Village Super
Market, Inc.
2. Based on my knowledge, this report does not contain any untrue statement of
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
fourth quarter that has materially effected, or is reasonably likely
to materially effect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
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 21, 2004 /s/ Kevin Begley
Kevin Begley
Chief Financial Officer &
Principal Accounting Officer