UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended: October 30, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
Commission File No. 0-2633
VILLAGE SUPER MARKET, INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY 22-1576170
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
733 MOUNTAIN AVENUE, SPRINGFIELD, NEW JERSEY 07081
(Address of principal executive offices) (Zip Code)
(973) 467-2200
(Registrant's telephone number, including area code)
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 is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes ___ No _X_
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
December 3, 2004
Class A Common Stock, No Par Value 1,563,200 Shares
Class B Common Stock, No Par Value 1,594,076 Shares
VILLAGE SUPER MARKET, INC.
INDEX
PART I PAGE NO.
FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Condensed Balance Sheets . . . . . . . . . . . . . . . 3
Consolidated Condensed Statements of Operations. . . . . . . . . . 4
Consolidated Condensed Statements of Cash Flows . . . . . . . . . . 5
Notes to Consolidated Condensed Financial Statements . . . . . . . 6-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . . 7-10
Item 3. Quantitative & Qualitative Disclosures about Market Risk . . . . . 11
Item 4. Controls and Procedures . . . . . . . . . . . . . . . . . . . . 11-12
PART II
OTHER INFORMATION
Item 6. Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
VILLAGE SUPER MARKET, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in Thousands)
(Unaudited)
October 30, July 31,
2004 2004
---------- ----------
ASSETS
Current assets
Cash and cash equivalents $ 26,404 $ 36,972
Merchandise inventories 31,031 30,976
Patronage dividend receivable 7,500 5,366
Note receivable from related party 20,423 20,274
Other current assets 7,998 6,195
-------- -------
Total current assets 93,356 99,783
Property, equipment and fixtures, net 116,056 101,143
Investment in related party, at cost 15,875 15,875
Goodwill 10,605 10,605
Other assets 4,132 4,019
------- -------
TOTAL ASSETS $ 240,024 $ 231,425
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Current portion of long-term debt $ 7,611 $ 7,741
Accounts payable to related party 33,740 32,858
Accounts payable and accrued expenses 25,676 27,298
------- -------
Total current liabilities 67,027 67,897
Long-term debt 35,630 29,238
Other liabilities 14,491 14,199
Commitments and contingencies
Shareholders' equity
Class A common stock - no par value,
issued 1,762,800 shares 19,090 19,037
Class B common stock - no par value,
1,594,076 shares issued and outstanding 1,035 1,035
Retained earnings 108,172 105,502
Accumulated other comprehensive loss ( 2,660) ( 2,660)
Less cost of Class A treasury shares -
(199,600 shares at October 30, 2004 and
204,100 shares at July 31, 2004) ( 2,761) ( 2,823)
------- -------
Total shareholders' equity 122,876 120,091
-------- --------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $ 240,024 $ 231,425
======== ========
See accompanying Notes to Consolidated Condensed Financial Statements.
VILLAGE SUPER MARKET, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Dollars in Thousands Except Per Share Amounts)
(Unaudited)
13 Weeks Ended 13 Weeks Ended
October 30, 2004 October 25, 2003
---------------- ----------------
Sales $ 237,352 $ 226,734
Cost of sales 177,478 169,586
--------- ---------
Gross profit 59,874 57,148
Operating and administrative expense 52,557 50,042
Depreciation and amortization 2,381 2,216
--------- ---------
Operating income 4,936 4,890
Interest expense, net 381 621
--------- ---------
Income before income taxes 4,555 4,269
Income taxes 1,868 1,750
--------- ---------
Net income $ 2,687 $ 2,519
========= =========
Net income per share:
Basic $ .85 $ .82
Diluted $ .85 $ .80
========= =========
See accompanying Notes to Consolidated Condensed Financial Statements.
VILLAGE SUPER MARKET, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
13 Wks. Ended 13 Wks. Ended
Oct. 30, 2004 Oct. 25, 2003
------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 2,687 $ 2,519
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization 2,381 2,216
Deferred taxes ---- 330
Provision to value inventories at LIFO 250 250
Non-cash stock compensation 17 29
Tax benefit from exercise of stock options 36 ---
Changes in assets and liabilities:
(Increase) decrease in merchandise inventories (305) 427
(Increase) in patronage dividend receivable ( 2,134) ( 1,906)
(Increase) in other current assets ( 1,952) ( 1,831)
(Increase) in other assets ( 123) ( 22)
Increase (decrease) in accounts
payable to related party 882 ( 381)
(Decrease) in accounts payable and
accrued expenses ( 1,622) ( 235)
Increase in other liabilities 292 134
-------- --------
Net cash provided by operating activities 409 1,530
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures ( 6,026) ( 2,153)
-------- --------
Net cash used in investing activities ( 6,026) ( 2,153)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of stock options 45 20
Principal payments of long-term debt ( 4,996) ( 5,122)
-------- --------
Net cash used in financing activities ( 4,951) ( 5,102)
-------- --------
NET DECREASE IN CASH AND CASH EQUIVALENTS (10,568) ( 5,725)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 36,972 48,500
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 26,404 $ 42,775
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH
PAYMENTS MADE FOR
Interest $ 1,112 $ 1,275
Income taxes $ 30 $ 89
NONCASH INVESTING AND FINANCING ACTIVITIES
Capital lease obligation incurred $ 11,258 ---
See accompanying Notes to Consolidated Condensed Financial Statements.
VILLAGE SUPER MARKET, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. In the opinion of management, the accompanying unaudited consolidated
condensed financial statements contain all adjustments (consisting of normal
and recurring accruals) necessary to present fairly the consolidated financial
position as of October 30, 2004 and the consolidated results of operations and
cash flows for the 13 weeks ended October 30, 2004 and October 25, 2003.
The significant accounting policies followed by Village Super Market, Inc.
(the "Company") are set forth in Note 1 to the Company's consolidated financial
statements in the July 31, 2004 Village Super Market, Inc. Annual Report on
Form 10-K, which should be read in conjunction with these financial statements.
2. The results of operations for the period ended October 30, 2004 are not
necessarily indicative of the results to be expected for the full year.
3. At both October 30, 2004 and July 31, 2004, approximately 70% of
merchandise inventories are valued by the LIFO method while the balance is
valued by FIFO. If the FIFO method had been used for the entire inventory,
inventories would have been $11,364,000 and $11,114,000 higher than reported
at October 30, 2004 and July 31, 2004, respectively.
4. The number of common shares outstanding for calculation of net income per
share is as follows:
October 30, October 25,
2004 2003
---------- ---------
Weighted average shares outstanding - Basic 3,152,974 3,089,539
Dilutive effect of employee stock options 23,403 47,085
--------- ---------
Weighted average shares outstanding - Diluted 3,176,377 3,136,624
========= =========
No securities were excluded from the calculation of diluted earnings per share.
5. Comprehensive income was $2,687,000 and $2,519,000 for the quarters ended
October 30, 2004 and October 25, 2003, respectively, the same as net income in
each quarter.
6. The Company sponsors four defined benefit pension plans. Net periodic
pension costs for the four plans includes the following components:
13 Weeks Ended 13 Weeks Ended
October 30, 2004 October 25, 2003
---------------- ----------------
Service cost $ 396,000 $ 195,000
Interest cost on projected
benefit obligations 280,000 250,000
Expected return on plan assets ( 186,000) ( 174,000)
Net amortization and deferral 110,000 61,000
--------- ---------
Net periodic pension cost $ 600,000 $ 332,000
========= =========
As of October 30, 2004, the Company has contributed $1,470,000 to its
pension plans in fiscal 2005. The Company expects to contribute an additional
$916,000 during the remainder of fiscal 2005 to fund its pension plans.
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
OVERVIEW
The Company operates a chain of 23 ShopRite supermarkets in New Jersey and
eastern Pennsylvania. The Company is the second largest member of Wakefern
Food Corporation ("Wakefern"), the nation's largest retailer-owned food
cooperative. As further described in the Company's Form 10-K, this ownership
interest in Wakefern provides the Company many of the economies of scale in
purchasing, distribution, advanced retail technology and advertising associated
with larger chains.
The Company's stores, five of which are owned, average 56,000 total square
feet. Larger store sizes enable the Company to offer the specialty departments
that customers desire for one-stop shopping, including pharmacies, natural and
organic departments, ethnic and international foods, and home meal replacement.
On October 27, 2004, the Company opened an 80,000 square foot store in Somers
Point, New Jersey to replace a smaller store.
We consider a variety of indicators to evaluate our performance, such as
same store sales; sales per store; percentage of total sales by department;
shrink; departmental gross profit percentage; sales per labor hour; and hourly
labor rates. In recent years, the Company, as well as many of our competitors,
has faced substantial increases in employee health and pension costs under
union contracts and for non-union associates. In addition, the Company has
recently experienced increased utility charges due to rate increases.
RESULTS OF OPERATIONS
Sales were $237,352,000 in the first quarter of fiscal 2005. Total sales
and same store sales both increased $10,618,000, or 4.7% compared to the first
quarter of the prior year. Approximately 55% of the sales increase was due to
improved sales in the recently remodeled Bernardsville store and continued
improvement in stores opened and remodeled in recent fiscal years. In addition,
sales were higher due to increases in retail prices in certain categories
resulting from inflation. New stores and replacement stores are included in
same store sales in the quarter after the store has been in operation for four
full quarters. Store renovations are included in same store sales immediately.
Gross profit as a percentage of sales was 25.2% in both the first quarter
of fiscal 2005 and the first quarter of the prior year. As a percentage of
sales, gross profit in the first quarter improved compared to the first quarter
of the prior year primarily due to reduced warehousing and related charges from
Wakefern (.21%) and a higher estimate of patronage dividends (.12%). These
improvements were offset by increased promotional spending (.16%) and lower
gross margins in several departments in the first quarter of fiscal 2005
compared to the corresponding period of the prior fiscal year.
Operating and administrative expense as a percentage of sales was 22.1%
in both the first quarter of fiscal 2005 and the corresponding period of the
prior year. As a percentage of sales, fringe benefit costs increased .12%,
utility costs increased .07% and pre-opening costs for the Somers Point store
were .06%. These increases were offset by decreases in repairs of .07% and
advertising of .09%.
Depreciation and amortization expense increased in the first quarter of
fiscal 2005 compared to the corresponding period of the prior year due to
depreciation on the fixed asset additions related to the expansion and remodel
of the Bernardsville store.
Interest expense (net) decreased in the first quarter of fiscal 2005
compared to the corresponding period of the prior year due to reduced borrowing
levels in the current fiscal year and increased interest income from higher
rates received on excess cash invested at Wakefern.
The effective income tax rate was 41.0% in both the first quarter of
fiscal 2005 and the corresponding period of the prior year.
Net income was $2,687,000 in the first quarter of fiscal 2005, an increase
of 6.7% from the first quarter of the prior year. This increase is primarily
attributable to strong sales growth.
CRITICAL ACCOUNTING POLICIES
Critical accounting policies are those accounting policies that management
believes are important to the portrayal of the Company's financial condition
and results of operations. These policies require management's most difficult,
subjective or complex judgments, often as a result of the need to make estimates
about the effect of matters that are inherently uncertain. The Company's
critical accounting policies relating to the impairment of long-lived assets,
accounting for patronage dividends earned as a stockholder of Wakefern, and
accounting for pension plans are described in the Company's Annual Report on
Form 10-K for the year ended July 31, 2004. As of October 30, 2004, there have
been no changes to any of the critical accounting policies contained therein.
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $409,000 in the first
quarter of fiscal 2005 compared with $1,530,000 in the first quarter of the
prior fiscal year. This decrease is primarily due to an increase in
merchandise inventories in the current fiscal year compared to a decrease in
merchandise inventories in the prior fiscal year. Inventory increased in the
current fiscal year due to the opening of the replacement store in Somers Point,
New Jersey on October 27, 2004.
During the first quarter of fiscal 2005, the Company used cash on hand to
fund capital expenditures of $6,026,000 and to make debt payments of $4,996,000.
Major capital expenditures were the expansion and remodel of the Bernardsville
store and equipment for the Somers Point replacement store. The debt payments
made include the second installment of $4,285,714 on the Company's unsecured
Senior Notes.
Working capital was $26,329,000 at October 30, 2004 compared to
$31,886,000 at July 31, 2004. The working capital ratio was 1.39 to 1 at
October 30, 2004 compared to 1.47 to 1 at July 31, 2004. Working capital
declined primarily due to reduced levels of cash resulting from capital
expenditures and debt payments made during the first quarter of fiscal 2005.
The Company's working capital needs are reduced since inventory is generally
sold by the time payments to Wakefern and other suppliers are due.
The Company has budgeted approximately $13 million for capital expenditures
in fiscal 2005. Expenditures for the Somers Point replacement store and
expansion and remodel of the Bernardsville store are substantially complete as
of October 30, 2004. An expansion and remodel of the Springfield store began
recently. The Company's primary sources of liquidity in fiscal 2005 are
expected to be cash on hand at October 30, 2004 and operating cash flow to be
generated in fiscal 2005. In addition, the lease for the Somers Point
replacement store has been accounted for as a capital lease, resulting in
additions to long-term debt and property, equipment and fixtures of $11,258,000
during the first quarter of fiscal 2005.
There have been no substantial changes as of October 30, 2004 to the
contractual obligations discussed on page 7 of the Company's Annual Report on
Form 10-K for the year ended July 31, 2004.
RELATED PARTY TRANSACTIONS
A description of the Company's transactions with Wakefern, its principal
supplier, and with other related parties is included on pages 7, 8, 16 and 19
of the Company's Annual Report on Form 10-K for the year ended July 31, 2004.
There have been no significant changes in the Company's relationship or nature
of transactions with related parties during the first quarter of fiscal 2005.
FORWARD-LOOKING STATEMENTS
All statements, other than statements of historical fact, included in this
Form 10-Q 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 to reflect developments or information obtained
after the date hereof. The following are among the principal factors that could
cause actual results to differ from the forward-looking statements: local
economic conditions; competitive pressures from the Company's operating
environment; the ability of the Company to maintain and improve its sales and
margins; the ability to attract and retain qualified associates; the
availability of new store locations; the availability of capital; the liquidity
of the Company; the success of operating initiatives; consumer spending
patterns; increased cost of goods sold, including increased costs from the
Company's principal supplier, Wakefern; 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 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risks arising from adverse changes in
interest rates. As of October 30, 2004, the Company's only variable rate
borrowings relate to an interest rate 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% (5.56% at October 30, 2004) on an initial notional amount of
$10,000,000 expiring in September 2009 in exchange for a fixed rate of 8.12%.
The swap agreement notional amount decreases in amounts and on dates
corresponding to the fixed rate obligation it hedges. At October 30, 2004 the
remaining notional amount of the swap agreement was $7,142,857. A 1% increase
in interest rates, applied to the Company's borrowings at October 30, 2004,
would result in an annual increase in interest expense and a corresponding
reduction in cash flow of approximately $71,429.
At October 30, 2004, the Company had demand deposits of $14,161,000 at
Wakefern earning interest at prime less 2.5%, or overnight money market rates,
which are exposed to the impact of interest rate changes. In addition, at
October 30, 2004, the Company had a $20,423,000 adjustable rate promissory note
from Wakefern earning interest at prime less 1.5%, which is exposed to the
impact of interest rate changes.
ITEM 4. 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 first quarter of fiscal 2005.
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 II - OTHER INFORMATION
Item 6. Exhibits
Exhibit 28(a) Press Release dated December 6, 2004
Exhibit 31.1 Certification
Exhibit 31.2 Certification
Exhibit 32.1 Certification (furnished, not filed)
Exhibit 32.2 Certification (furnished, not filed)
SIGNATURES
Pursuant to the requirements 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.
Registrant
Date: December 6, 2004 /s/ James Sumas
James Sumas
(Chief Executive Officer)
Date: December 6, 2004 /s/ Kevin R. Begley
Kevin R. Begley
(Chief Financial Officer)
Exhibit 28(a)
VILLAGE SUPER MARKET, INC.
REPORTS RESULTS FOR THE FIRST QUARTER ENDED
OCTOBER 30, 2004
Contact: Kevin Begley, CFO
(973) 467-2200, Ext. 220
kevin.begley@wakefern.com
Springfield, New Jersey - December 6, 2004 - Village Super Market, Inc.
(NSD-VLGEA) reported its results of operations for the first quarter ended
October 30, 2004.
Net income was $2,687,000 ($.85 per diluted share) in the first quarter of
2005, an increase of 6.7% from the first quarter of the prior year. Net income
increased primarily due to strong sales growth.
Sales were $237,352,000 in the first quarter of fiscal 2005. Total sales
and same store sales both increased 4.7% compared to the first quarter of the
prior year. Sales increased due to improved sales in the recently remodeled
Bernardsville store, continued improvement in stores opened and remodeled in
recent fiscal years and increases in retail prices in certain categories
resulting from inflation.
On October 27, 2004, the Company opened an 80,000 square foot store in
Somers Point, New Jersey to replace a smaller store. This superstore further
refines our Power Alley concept, which features a broad assortment of fresh,
convenient product offerings, including an expanded fresh bakeshop, natural and
organic produce, salad bar, sushi bar, coffee bar and Bistro Street, our
chef-prepared home meal replacement area.
Village Super Market operates a chain of 23 supermarkets under the ShopRite
name in New Jersey and eastern Pennsylvania.
All statements, other than statements of historical fact, included in this
Press Release 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 to reflect developments or information obtained
after the date hereof. The following are among the principal factors that could
cause actual results to differ from the forward-looking statements: local
economic conditions; competitive pressures from the Company's operating
environment; the ability of the Company to maintain and improve
its sales and margins; the ability to attract and retain qualified associates;
the availability of new store locations; the availability of capital; the
liquidity of the Company; the success of operating initiatives; consumer
spending patterns; increased cost of goods sold, including increased costs
from the Company's principal supplier, Wakefern; the results of union contract
negotiations; competitive store openings; the rate of return on pension assets;
and other factors detailed herein and in the Company's filings with the SEC.
VILLAGE SUPER MARKET, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Dollars in Thousands Except Per Share Amounts)
(Unaudited)
13 Wks. Ended 13 Wks. Ended
October 30, 2004 October 25, 2003
---------------- ----------------
Sales $ 237,352 $ 226,734
Cost of sales 177,478 169,586
--------- ---------
Gross profit 59,874 57,148
Operating and
administrative expense 52,557 50,042
Depreciation and
amortization 2,381 2,216
--------- ---------
Operating income 4,936 4,890
Interest expense, net 381 621
--------- ---------
Income before income taxes 4,555 4,269
Income taxes 1,868 1,750
--------- ---------
Net income $ 2,687 $ 2,519
========= =========
Net income per share:
Basic $ .85 $ .82
Diluted $ .85 $ .80
Gross profit as a % of sales 25.2% 25.2%
Operating and administrative
expense as a % of sales 22.1% 22.1%
Exhibit 31.1
I, James Sumas, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Village Super
Market, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement
of a 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 first 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
function):
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
have identified for the registrant's auditors any material
weaknesses in internal controls; 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: December 6, 2004 /s/ James Sumas
James Sumas
Chief Executive Officer
Exhibit 31.2
I, Kevin Begley, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Village Super
Market, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement
of a 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 first 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 function):
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
have identified for the registrant's auditors any material
weaknesses in internal controls; 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: December 6, 2004 /s/ Kevin Begley
Kevin Begley
Chief Financial Officer &
Principal Accounting Officer
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 Quarterly Report of Village Super Market, Inc. (the
"Company") on Form 10-Q for the period ending October 30, 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
December 6, 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 Quarterly Report of Village Super Market, Inc. (the
"Company") on Form 10-Q for the period ending October 30, 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
December 6, 2004