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EX-14 - CODE OF ETHICS - VILLAGE SUPER MARKET INCex14.htm
EX-23 - CONSENT OF KPMG LLP - VILLAGE SUPER MARKET INCex23.htm
EX-21 - SUBSIDIARIES OF REGISTRANT - VILLAGE SUPER MARKET INCex21.htm
EX-31.2 - CERTIFICATION - VILLAGE SUPER MARKET INCex31-2.htm
EX-31.1 - CERTIFICATION - VILLAGE SUPER MARKET INCex31-1.htm
EX-32.1 - CERTIFICATION (FURNISHED, NOT FILED) - VILLAGE SUPER MARKET INCex32-1.htm
EX-32.2 - CERTIFICATION (FURNISHED, NOT FILED) - VILLAGE SUPER MARKET INCex32-2.htm




UNITED STATES
SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K

Annual Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934.
For the fiscal year ended:  July 28, 2012
COMMISSION FILE NUMBER:   0-33360

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:
   
Class A common stock, no par value
The NASDAQ Stock Market
(Title of Class)
(Name of exchange on which registered)
   
   
   
   
 
Securities registered pursuant to Section 12(g) of the Act:  NONE
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  o   No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x   No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  x   No  o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§299.405 of this chapter) is not contained herein, and will not be contained, to the best of the 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. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o
 
Accelerated filer x
     
Non-accelerated filer o
(Do not check if a smaller reporting company)
 
Smaller reporting company o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  o   No  x
 
 
1

 
 
The aggregate market value of the Class A common stock of Village Super Market, Inc. held by non-affiliates was approximately $165.5 million and the aggregate market value of the Class B common stock held by non-affiliates was approximately $7.9 million based upon the closing price of the Class A shares on the NASDAQ on January 28, 2012, the last business day of the second fiscal quarter.  There are no other classes of voting stock outstanding.
 
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of latest practicable date.
 
   
Class
Outstanding at
October 5, 2012
   
Class A common stock, no par value
8,621,909 Shares
Class B common stock, no par value
5,135,446 Shares
 
DOCUMENTS INCORPORATED BY REFERENCE
 
Information contained in the 2012 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 14, 2012 are incorporated by reference into this Form 10-K at Part II, Item 5 and Part III.
 
 
2

 
 
PART I
 
ITEM I.   BUSINESS
 
(All dollar amounts in this report are in thousands, except per square foot data).
 
GENERAL
 
Village Super Market, Inc. (the “Company” or “Village”) was founded in 1937.   Village operates a chain of twenty-nine ShopRite supermarkets, eighteen of which are located in northern New Jersey, eight in southern New Jersey, two in Maryland and one in northeastern Pennsylvania.   The Company is a member of Wakefern Food Corporation ("Wakefern"), the nation's largest retailer-owned food cooperative and owner of the ShopRite name.  This relationship provides Village many of the economies of scale in purchasing, distribution, private label products, advanced retail technology, marketing and advertising associated with chains of greater size and geographic coverage.
 
Village seeks to generate high sales volume by offering a wide variety of high quality products at consistently low prices.  During fiscal 2012, sales per store were $49,903 and sales per selling square foot were $1,112.  The Company gives ongoing attention to the décor and format of its stores and tailors each store's product mix to the preferences of the local community.  Village concentrates on the development of superstores.
 
On January 29, 2012, Village acquired the store fixtures, lease and other assets of the ShopRite in Old Bridge, New Jersey (40,000 sq. ft.) for $3,250 plus inventory and other working capital for $1,116.  On July 7, 2011, Village acquired the store fixtures, leases and pharmacy lists of locations in Silver Spring (64,000 sq.ft.) and Timonium, Maryland (57,000 sq.ft.) for $6,595 from SuperFresh.  Village opened the Maryland stores as ShopRites on July 28, 2011 after remodeling.  
 
Village opened a 62,700 sq. ft. replacement store in Washington, New Jersey on February 21, 2010 and a new 67,600 sq. ft. store in Marmora, New Jersey on May 31, 2009.  On August 11, 2007, Village acquired the store fixtures and lease of a location in Galloway Township, New Jersey from Wakefern for $3,500.  This store had previously been operated by a competitor.  Village opened a new 67,000 sq. ft. store in Franklin, New Jersey on November 7, 2007.    Below is a summary of the range of store sizes at July 28, 2012:
 
Total Square Feet
 
Number of Stores
 
       
Greater than 60,000
    13  
50,001 to 60,000
    7  
40,000 to 50,000
    7  
Less than 40,000
    2  
         
Total
    29  
 
These larger store sizes enable the Company’s superstores to provide a “one-stop” shopping experience and to feature expanded higher margin specialty departments such as home meal replacement, an on-site bakery, an expanded delicatessen including prepared foods, a variety of natural and organic foods, ethnic and international foods and a fresh seafood section.  Superstores also offer an expanded selection of non-food items such as cut flowers, health and beauty aids, greeting cards, small appliances 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.  In 2012 and 2011, Village added on-site registered dieticians in nine stores to consult with customers on healthy meals and proper nutrition, as well as leading health related events both in store and in the community as part of the Live Right with ShopRite program.  
 
 
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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
                 
   
2012
   
2011
   
2010
 
                   
Groceries
    38.3 %     38.4 %     38.5 %
Dairy and Frozen
    17.8       17.6       17.1  
Meats
    10.5       10.4       10.0  
Non-Foods
    7.9       7.9       8.1  
Produce
    11.3       11.5       11.7  
Appetizers and prepared food
    5.4       5.4       5.4  
Seafood
    2.5       2.4       2.5  
Pharmacy
    4.3       4.4       4.7  
Bakery
    2.0       2.0       2.0  
      100 %     100 %     100 %
                         
Number of superstores
    26       26       24  
Selling square feet represented by superstores
    94 %     96 %     96 %
 
A variety of factors affect the profitability of each of the Company's stores, including local competitors, size, access and parking, lease terms, management supervision, and the strength of the ShopRite trademark in the local community.  Village continually evaluates individual stores to determine if they should be closed.
 
DEVELOPMENT AND EXPANSION
 
The Company has an ongoing program to upgrade and expand its supermarket chain.  This program has included store remodels as well as the opening or acquisition of additional stores.  When remodeling, Village has sought, whenever possible, to increase the amount of selling space in its stores.
 
Village has budgeted $20 million for capital expenditures for fiscal 2013. This includes the beginning of construction of two replacement stores and three major remodels.
 
In fiscal 2012, Village completed several smaller remodels and the installation of solar panels on one store.  In addition, on January 29, 2012, Village acquired the store fixtures, lease and other assets of the ShopRite in Old Bridge, New Jersey.
 
In fiscal 2011, Village purchased the land for a replacement store and completed several small remodels.  In addition, on July 7, 2011, Village acquired the store fixtures, leases and pharmacy lists of locations in Silver Spring and Timonium, Maryland.
 
In fiscal 2010, Village completed the construction of the replacement store in Washington, New Jersey.
 
In fiscal 2009, Village completed construction of a new store in Marmora, NJ which opened May 31, 2009, and began construction of the replacement store in Washington.
 
In fiscal 2008, Village completed the construction of the Franklin store, which opened on November 7, 2007, and acquired and remodeled a store in Galloway, New Jersey, which opened on October 3, 2007.
 
The general difficulty in developing retail properties in the Company's primary trading area has prevented the Company from opening the desired number of new stores.  Additional store remodels and sites for new stores are in various stages of development.  Village will also consider additional acquisitions should appropriate opportunities arise.

 
4

 
 
WAKEFERN FOOD CORPORATION
 
The Company is the second largest member of Wakefern and owns 13.7% of Wakefern’s outstanding stock as of July 28, 2012.  Wakefern, which was organized in 1946, is the nation’s largest retailer-owned food cooperative.  Wakefern and its 46 shareholder members operate 294 supermarkets and other retail formats, including 79 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 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 12.4% of sales in fiscal 2012.
 
Wakefern distributes as a "patronage dividend" to each of its stockholders a share of substantially all 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.  Executives of the Company spend a significant amount of their time working on various Wakefern committees, which oversee and direct Wakefern purchasing, merchandising and other programs.  James Sumas, the Company’s Chief Executive Officer, is Vice Chairman of Wakefern, and a member of the Wakefern Board of Directors.
 
Most of the Company's advertising is developed and placed by Wakefern's professional advertising staff.  Wakefern is responsible for all television, radio and major newspaper advertisements. Wakefern bills its members using various formulas which allocate advertising costs in accordance with the estimated proportional benefits to each member from such advertising.  The Company also places Wakefern developed materials with local newspapers.  In addition, Wakefern and its affiliates provide the Company with other services including liability and property insurance, supplies, equipment purchasing, coupon processing, certain financial accounting applications, and retail technology support.
 
Wakefern operates warehouses and distribution facilities in Elizabeth, Keasbey, Whitehouse, Dayton, Edison, Carteret, Newark and Jamesburg, New Jersey and Gouldsboro and Breinigsville, Pennsylvania.  The Company and all other members of Wakefern are parties to the Wakefern Stockholder’s Agreement which provides for certain commitments by, and restrictions on, all shareholders of Wakefern.  This agreement extends until ten years from the date that stockholders representing 75% of Wakefern sales notify Wakefern that those stockholders request the Wakefern Stockholder Agreement be terminated.  Each member is obligated to purchase from Wakefern a minimum of 85% of its requirements for products offered by Wakefern.  If this purchase obligation is not met, the member is required to pay Wakefern's profit contribution shortfall attributable to this failure.  The Company fulfilled this obligation in fiscal 2012, 2011 and 2010.  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 a store or change in control.  No payments are required if the volume lost by a shareholder as a result of the sale of a store is replaced by such shareholder by increased volume in existing or new stores.  A "qualified successor" must be, or agree to become, a member of Wakefern, and may not own or operate any supermarkets, other than ShopRite supermarkets, in the states of New York, New Jersey, Pennsylvania, Delaware, Maryland, Virginia, Connecticut, Massachusetts, Rhode Island, Vermont, New Hampshire, Maine or the District of Columbia, or own or operate more than twenty-five non-ShopRite supermarkets in any other locations in the United States.
 
Wakefern, under circumstances specified in its bylaws, may refuse to sell merchandise to, and may repurchase the Wakefern stock of, any member.  Such circumstances include certain unapproved transfers by a member of its supermarket business or its capital stock in Wakefern, unapproved acquisition by a member of certain supermarket or grocery wholesale supply businesses, the material breach by a member of any provision of the bylaws of Wakefern or any agreement with Wakefern, or a determination by Wakefern that the continued supplying of merchandise or services to such member would adversely affect Wakefern.
 
Any material change in Wakefern's method of operation or a termination or material modification of the Company's relationship with Wakefern following termination of the above agreements, or otherwise, might have an adverse impact on the conduct of the Company's business and could involve additional expense for the Company.  The failure of any Wakefern member to fulfill its obligations under these agreements or a member's insolvency or withdrawal from Wakefern could result in increased costs to remaining members.
 
Wakefern does not prescribe geographical franchise areas to its members.  The specific locations at which the Company, other members of Wakefern, or Wakefern itself, may open new units under the ShopRite name are, however, subject to the approval of Wakefern's Site Development Committee.  This committee is composed of persons who are not employees or members of Wakefern.  Committee decisions to deny a site application may be appealed to the Wakefern Board of Directors.  Wakefern assists its members in their site selection by providing appropriate demographic data, volume projections and estimates of the impact of the proposed store on existing member supermarkets in the area.

 
5

 
 
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 $23,406 at July 28, 2012.  The total amount of debt outstanding from all capital pledges to Wakefern is $2,830 at July 28, 2012.  The maximum per store capital contribution increased from $775 to $800 in fiscal 2012, resulting in an additional $622 capital pledge, which was paid in fiscal 2012.
 
As required by the Wakefern bylaws, the Company’s investment in Wakefern is pledged to Wakefern to secure the Company’s obligation to Wakefern.  In addition, four members of the Sumas family have guaranteed the Company’s obligations to Wakefern.  These personal guarantees are required of any 5% shareholder of the Company who is active in the operation of the Company.  Wakefern does not own any securities of the Company or its subsidiaries.  The Company’s investment in Wakefern entitles the Company to enough votes to elect one member to the Wakefern Board of Directors due to cumulative voting rights.
 
TECHNOLOGY
 
The Company considers automation and information technology important to its operations and competitive position.    Village completed the replacement of its point of sale systems in fiscal 2010 to improve the checkout experience and reduce training costs.  Electronic payment options are offered at all checkout locations.  In recent years, we have upgraded our communication network, which is used for secure, reliable, high speed processing of electronic payments and transmission of data.
 
The Company’s commitment to advanced point of sale and communication systems enables it to participate in Price Plus, ShopRite’s preferred customer program.  Customers receive electronic discounts by presenting a scannable Price Plus card.  This technology also enables Village to offer continuity programs and focus on target marketing initiatives. 
 
Wakefern and Village have responded to customers increased use of the internet by creating a smart phone app and shoprite.com to provide weekly advertising and other shopping information.  In addition, on-line shopping is available in eleven store locations with store pick-up and delivery options.
 
Eighteen stores use self-checkout systems to provide improved customer service, especially during peak periods, and reduce operating costs.   RFID readers are installed in all checkout lanes to enable contactless payment options for customers to quicken checkout times.
 
Village utilizes a computer generated ordering system, which is designed to reduce inventory levels and out of stock conditions, enhance shelf space utilization, and reduce labor costs. This system is also utilized to reduce the cost of taking periodic inventories. The Company utilizes a direct store delivery system, consisting of personal computers and advanced hand held scanners, for product not purchased through Wakefern to provide equivalent cost and retail price control over these products.
 
Village seeks to design its stores to use energy efficiently, including recycling waste heat generated by refrigeration equipment for heating and other purposes.  Most stores utilize computerized energy management systems.  The Company installed solar panels on the roof of one store in 2010 and a second store in 2012, reducing both carbon emissions and energy costs.  Certain in-store department records are computerized, including the records of all pharmacy departments.  In all stores, meat, seafood, delicatessen, and bakery prices are maintained on computer for automatic weighing and pricing. 
 
The Company has installed computer based training systems in all stores to assist in the training of associates.  Village utilizes a time and attendance system and labor scheduling system to improve scheduling and reduce labor. Automated cash handling systems are utilized in the store back office to improve accuracy and reduce costs.
 
In fiscal 2010, Village upgraded its digital surveillance systems, which are integrated with the cashier monitoring systems, in all stores to aid shrink reduction, increase productivity and assist in accident investigations.  These systems include electronic monitoring of the bottom of carts to reduce shrink.
 
The Company utilizes a division of Wakefern for data processing services, including financial accounting support.
 
 
6

 
 
COMPETITION
 
The supermarket industry is highly competitive and characterized by narrow profit margins.  The Company competes directly with multiple retail formats, including national, regional and local supermarket chains as well as warehouse clubs, supercenters, drug stores, discount general merchandise stores, fast food chains, restaurants, dollar stores and convenience stores.  Village competes by using low pricing, superior customer service, and a broad range of consistently available quality products, including ShopRite private labeled products.  The ShopRite Price Plus card also strengthens customer loyalty.
 
Some of the Company's principal competitors include Pathmark, A&P, Stop & Shop, Acme, Kings, Wal-Mart, Wegmans, Whole Foods, Costco, BJ’s, Giant, Safeway and Foodtown.  Some of these competitors have financial resources substantially greater than those of the Company, and some are non-union.
 
LABOR
 
As of October 1, 2012, the Company employed approximately 5,800 persons with approximately 75% working part-time.  Approximately 93% of the Company’s employees are covered by collective bargaining agreements. Contracts with the Company’s seven unions expire between June 2011 and June 2016.  Approximately 28% of our associates are represented by unions whose contracts have already expired or expire within one year.  Most of the Company’s competitors are similarly unionized.
 
AVAILABLE INFORMATION
 
As a member of the Wakefern cooperative, Village relies upon our customer focused website, www.shoprite.com, for interaction with customers and prospective employees.  This website is maintained by Wakefern for the benefit of all ShopRite supermarkets, and therefore, does not contain any financial information related to the Company.
 
The Company will provide paper copies of the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and press releases free of charge upon request to any shareholder.  In addition, electronic copies of these filings can be obtained at www.sec.gov.
 
REGULATORY ENVIRONMENT
 
The Company’s business requires various licenses and the registration of facilities with state and federal health and drug regulatory agencies.  These licenses and registration requirements obligate the Company to observe certain rules and regulations, and a violation of these rules and regulations could result in a suspension or revocation of licenses or registrations.  In addition, most licenses require periodic renewals.  The Company has not experienced material difficulties with respect to obtaining or retaining licenses and registrations.  In addition, the Company is subject to the requirements of the Sarbanes-Oxley Act of 2002.
 
ITEM 1A.   RISK FACTORS
 
COMPETITIVE ENVIRONMENT
 
The supermarket business is highly competitive and characterized by narrow profit margins.  Results of operations may be materially adversely impacted by competitive pricing and promotional programs, industry consolidation and competitor store openings.  Village competes with national and regional supermarkets, local supermarkets, warehouse club stores, supercenters, drug stores, convenience stores, dollar stores, discount merchandisers, restaurants and other local retailers. Competition with these outlets is based on price, store location, promotion, product assortment, quality and service.  Some of these competitors have greater financial resources, lower merchandise acquisition costs and lower operating expenses than we do.
 
GEOGRAPHIC CONCENTRATION AND NEW TRADE AREA
 
The Company’s stores are concentrated in New Jersey, with one store in northeastern Pennsylvania and two in Maryland. We are vulnerable to economic downturns in New Jersey in addition to those that may affect the country as a whole.  Economic conditions such as inflation, deflation, interest rates, energy costs and unemployment rates may adversely affect our sales and profits.  Further, since our store base is concentrated in densely populated metropolitan areas, opportunities for future store expansion may be limited, which may adversely affect our business and results of operations.

 
7

 
 
Village acquired two stores in July 2011 in Maryland, a new market for Village where the ShopRite name is less known than in New Jersey.  As the Company begins operating in this new market, marketing and other costs will be higher than in established markets as Village attempts to build market share and brand awareness.  In addition, sales for these two stores are initially expected to be lower than the typical Company store.  Potentially higher costs and sales results lower than the Company’s expectations could have a material adverse effect on the Company’s results of operations.
 
WAKEFERN RELATIONSHIP
 
Village purchases substantially all of its merchandise from Wakefern.  In addition, Wakefern provides the Company with support services in numerous areas including supplies, advertising, liability and property insurance, technology support and other store services.  Further, Village receives patronage dividends and other product incentives from Wakefern.
 
Any material change in Wakefern’s method of operation or a termination or material modification of Village’s relationship with Wakefern could have an adverse impact on the conduct of the Company’s business and could involve additional expense for Village.  The failure of any Wakefern member to fulfill its obligations to Wakefern or a member’s insolvency or withdrawal from Wakefern could result in increased costs to the Company.  Additionally, an adverse change in Wakefern’s results of operations could have an adverse affect on Village’s results of operations.
 
LABOR RELATIONS
 
A significant majority of our employees are covered by collective bargaining agreements with unions, and our relationship with those unions, including any work stoppages, could have an adverse impact on our financial results.
 
In future negotiations with labor unions, we expect that rising health care and pension costs, among other issues, will continue to be important topics for negotiation.  Upon the expiration of our collective bargaining agreements, work stoppages by the affected workers could occur if we are unable to negotiate acceptable contracts with labor unions.  This could significantly disrupt our operations.  Further, if we are unable to control health care and pension costs provided for in the collective bargaining agreement, we may experience increased operating costs and an adverse impact on future results of operations.
 
FOOD SAFETY
 
The Company could be adversely affected if consumers lose confidence in the safety and quality of the food supply chain.  Adverse publicity about these types of concerns, whether or not valid, could discourage consumers from buying our products.  The real or perceived sale of contaminated food products by us could result in a loss of consumer confidence and product liability claims, which could have a material adverse effect on our sales and operations.
 
REPLACEMENT STORES
 
The Company is currently planning the construction of two replacement stores.  If we are unable to open these replacement stores before existing store lease expirations and we are unable to execute lease extensions, we may be adversely impacted by any potential time period between the closure of our existing stores and the opening of the replacement stores.  If we execute lease extensions on the existing stores, terms may be unfavorable and we may incur charges for rental obligations for periods after store closure.
 
MULTI-EMPLOYER PENSION PLANS
 
The Company is required to make contributions to multi-employer pension plans in amounts established under collective bargaining agreements.  Pension expense for these plans is recognized as contributions are funded.  Benefits generally are based on a fixed amount for each year of service.   Based on the most recent information available to us, certain of these multi-employer plans are underfunded.  As a result, we expect that contributions to these plans may increase.  Additionally, the benefit levels and related items will be issues in the negotiation of our collective bargaining agreements.  Under current law, an employer that withdraws or partially withdraws from a multi-employer pension plan may incur a withdrawal liability to the plan, which represents the portion of the plan’s underfunding that is allocable to the withdrawing employer under complex actuarial and allocation rules.  The failure of a withdrawing employer to fund these obligations can impact remaining employers.   The amount of any increase or decrease in our required contributions to these multi-employer pension plans will depend upon the outcome of collective bargaining, actions taken by trustees who manage the plans, government regulations and the actual return on assets held in the plans, among other factors. See Note 8 to the Consolidated Financial Statements for more information relating to our participation in multi-employer pension plans.

 
8

 
 
On April 15, 2011, Village, along with all of the other individual employers trading as ShopRite, permanently withdrew from participating in the United Food and Commercial Workers Local 152 Retail Meat Pension Fund (“the Fund”), effective the end of April 2011.  The Fund is a multi-employer defined benefit plan that includes other supermarket operators. Village, along with the other affiliated ShopRite operators, determined to withdraw from the Fund due to exposures to market risks associated with all defined benefit plans and the inability to partition ShopRite’s liabilities from those of the other participating supermarket operators.  Village now provides affected associates with a defined contribution plan for future service, which eliminates market risks and the exposure to shared liabilities of other operators, and is estimated to be less costly than the defined benefit plan in the future, while ensuring that our associates are provided a secure benefit. The Company recorded a pre-tax charge of $7,028 in fiscal 2011 for this withdrawal liability, which represented our estimate of the liability based on calculations provided by the Fund actuary. The Company settled this obligation in January 2012, resulting in a pre-tax benefit of $646 in fiscal 2012.  Village remains liable for potential additional withdrawal liabilities to the Fund in the event a mass withdrawal, as defined by statute, occurs within two plan years after the plan year of Village’s withdrawal.  Such liabilities could be material to the Company’s consolidated financial statements.
 
CURRENT ECONOMIC CONDITIONS
 
During fiscal 2012 and 2011, the supermarket industry was impacted by changing consumer behavior due to the weak economy and high unemployment.  Consumers are increasingly cooking meals at home, but spending cautiously by trading down to lower priced items, including private label, and concentrating their buying on sale items.  Our sales and results of operations may be adversely affected if the above trends continue. Also, the Company estimates that product prices overall experienced inflation in fiscal 2012 and in the second half of 2011.  
 
TAXES
 
The Company’s effective tax rate may be impacted by the results of tax examinations and changes in tax laws, including the disputes with the state of New Jersey described in Note 5 to the Consolidated Financial Statements.
 
ITEM 1B.   UNRESOLVED STAFF COMMENTS
 
Not applicable.
 
ITEM 2.   PROPERTIES
 
As of July 28, 2012, Village owns the sites of five of its supermarkets (containing 335,000 square feet of total space), all of which are freestanding stores, except the Egg Harbor store, which is part of a shopping center.  The remaining twenty four supermarkets (containing 1,309,000 square feet of total space) and the corporate headquarters are leased, with initial lease terms generally ranging from twenty to thirty years, usually with renewal options.  Sixteen of these leased stores are located in shopping centers and the remaining eight are freestanding stores.  In addition to the above, on July 30, 2009 the Company purchased the land and building of the old Washington store, which is currently available for sale.
 
The annual rent, including capitalized leases, for all of the Company's leased facilities for the year ended July 28, 2012 was approximately $15,533.
 
Village is a limited partner in two partnerships, one of which owns a shopping center in which one of our leased stores is located.  The Company is also a general partner in a partnership that is a lessor of one of the Company's freestanding stores.
 
ITEM 3.   LEGAL PROCEEDINGS
 
The Company, in the ordinary course of business, is involved in various legal proceedings.  Village does not believe the outcome of these proceedings will have a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity. 

 
9

 
 
PART II
 
ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES  OF EQUITY SECURITIES
Stock Price and Dividend Information
 
The Class A common stock of Village Super Market, Inc. is traded on the NASDAQ Global Select Market under the symbol “VLGEA.” The table below sets forth the high and low last reported sales price for the fiscal quarter indicated.
 
 
      High        Low  
2012                      
4th Quarter   $ 36.20     $ 24.29  
3rd Quarter     33.69       27.09  
2nd Quarter     31.93       28.02  
1st Quarter     29.42       21.68  
                 
2011                
4th Quarter     28.74       24.63  
3rd Quarter     31.74       26.97  
2nd Quarter     33.60       28.85  
1st Quarter     30.46       25.93  
 
As of October 1, 2012, there were approximately 750 holders of Class A common stock.
 
During fiscal 2012, the Company declared cash dividends of $0.85 per Class A common share and $0.5525 per Class B common share. 
 
During fiscal 2011, Village paid cash dividends of $19,086. Dividends in fiscal 2011 consist of $1.70 per Class A common share and $1.105 per Class B common share. These amounts include $14,005 of special dividends paid in December 2010, comprised of $1.25 per Class A common share and $0.8125 per Class B common share.

 
10

 

Performance Graph
 
Set forth below is a graph comparing the cumulative total return on the Company’s Class A stock against the cumulative total return of the S&P 500 Composite Stock Index and the NASDAQ Retail Trade index for the Company’s last five fiscal years.
 
 
     July-07     July-08     July-09     July-10     July-11     July-12  
                                     
Village Super Market, Inc.   $ 100     $ 98     $ 138     $ 134     $ 140     $ 189  
S&P 500   $ 100     $ 89     $ 71     $ 81     $ 97     $ 106  
NASDAQ Retail Trade   $ 100     $ 89     $ 90     $ 115      $ 173     $ 197  
 
 
11

 
 
ITEM 6.   SELECTED FINANCIAL DATA
 
Selected Financial Data
(Dollars in thousands except per share and square feet data)
 
Fiscal 2010 contains 53 weeks. All other fiscal years contain 52 weeks.
 
For year
 
2012
   
2011
   
2010
   
2009
   
2008
 
Sales
  $ 1,422,243     $ 1,298,928     $ 1,261,825     $ 1,208,097     $ 1,127,762  
Net income
    31,445       20,982       25,381       27,255       22,543  
Net income as a % of sales
    2.21 %     1.62 %     2.01 %     2.26 %     2.00 %
Net income per share:
                                       
Class A common stock:
                                       
Basic
  $ 2.74     $ 1.86     $ 2.28     $ 2.46     $ 2.04  
Diluted
    2.28       1.54       1.88       2.02       1.67  
Class B common stock:
                                       
Basic
    1.78       1.21       1.48       1.60       1.33  
Diluted
    1.77       1.21       1.47       1.59       1.33  
Cash dividends per share
                                       
Class A
    0.850       1.700       0.970       0.765       1.910  
Class B
    0.553       1.105       0.631       0.498       1.240  
                                         
At year-end
                                       
Total assets
  $ 409,538     $ 386,190     $ 357,129     $ 338,810     $ 305,380  
Long-term debt
    43,149       43,147       41,831       32,581       27,498  
Working capital
    71,672       44,448       41,201       30,856       8,871  
Shareholders’ equity
    230,311       208,157       205,775       187,398       171,031  
Book value per share
    16.74       15.22       15.35       14.03       12.90  
                                         
Other data
                                       
Same store sales increase (decrease)
    4.9 %     4.0 %     (0.7 )%     4.8 %     2.5 %
Total square feet
    1,644,000       1,604,000       1,483,000       1,462,000       1,394,000  
Average total sq. ft. per store
    57,000       57,000       57,000       56,000       56,000  
Selling square feet
    1,295,000       1,264,000       1,171,000       1,155,000       1,103,000  
Sales per average square foot of selling space (1)
  $ 1,112     $ 1,109     $ 1,085     $ 1,070     $ 1,068  
Number of stores
    29       28       26       26       25  
Sales per average number of stores (1)
  $ 49,903     $ 49,959     $ 48,532     $ 47,376     $ 46,990  
Capital expenditures and acquisitions
    20,852       19,941       20,204       26,625       28,398  
 
(1)Amounts for the year ended July 30, 2011 exclude results of the two stores acquired in Maryland in July 2011.

 
12

 

Unaudited Quarterly Financial Data
(Dollars in thousands except per share amounts)
 
   
First
   
Second
   
Third
   
Fourth
   
Fiscal
 
   
Quarter
   
Quarter
   
Quarter
   
Quarter
   
Year
 
2012
                             
Sales
  $ 342,737     $ 362,638     $ 347,009     $ 369,859     $ 1,422,243  
Gross profit
    92,876       99,504       95,248       101,199       388,827  
Net income
    6,736       9,147       6,543       9,019       31,445  
Net income per share:
                                       
Class A common stock:
                                       
Basic
    0.59       0.80       0.57       0.78       2.74  
Diluted
    0.49       0.66       0.47       0.65       2.28  
Class B common stock:
                                       
Basic
    0.38       0.52       0.37       0.51       1.78  
Diluted
    0.38       0.52       0.37       0.51       1.77  
                                         
2011
                                       
Sales
  $ 307,397     $ 329,917     $ 316,594     $ 345,020     $ 1,298,928  
Gross profit
    80,927       88,641       86,418       94,173       350,159  
Net income
    3,934       6,616       1,668       8,764       20,982  
Net income per share:
                                       
Class A common stock:
                                       
Basic
    0.35       0.59       0.15       0.77       1.86  
Diluted
    0.29       0.49       0.12       0.64       1.54  
Class B common stock:
                                       
Basic
    0.23       0.38       0.10       0.50       1.21  
Diluted
    0.23       0.38       0.09       0.49       1.21  
 
ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
 (Dollars in thousands except per share and per square foot data)
 
OVERVIEW
 
Village Super Market, Inc. (the “Company” or “Village”) operates a chain of 29 ShopRite supermarkets in New Jersey, Maryland and northeastern Pennsylvania. On January 29, 2012, Village acquired the store fixtures, lease and other assets of the ShopRite in Old Bridge, New Jersey (40,000 sq. ft.) for $3,250 plus inventory and other working capital for $1,116.  On July 7, 2011, Village acquired the store fixtures, leases and pharmacy lists of locations in Silver Spring, Maryland (64,000 sq.ft.) and Timonium, Maryland (57,000 sq.ft.) for $6,595 from Super Fresh.  In addition, Village purchased pharmacy inventories at cost. Village began operating pharmacies at these locations on July 7, 2011.  These stores opened as ShopRites on July 28, 2011 after remodeling. Village opened a replacement store in Washington, NJ on February 21, 2010.
 
Village is the second largest member of Wakefern Food Corporation (“Wakefern”), the nation’s largest retailer-owned food cooperative and owner of the ShopRite name. This ownership interest in Wakefern provides Village many of the economies of scale in purchasing, distribution, advanced retail technology, marketing and advertising associated with larger chains.
 
The Company’s stores, five of which are owned, average 57,000 total square feet. Larger store sizes enable Village 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. During fiscal 2012, sales per store were $49,903 and sales per square foot of selling space were $1,112. Management believes these figures are among the highest in the supermarket industry. 
 
The supermarket industry is highly competitive. The Company competes directly with multiple retail formats, including national, regional and local supermarket chains as well as warehouse clubs, supercenters, drug stores, discount general merchandise stores, fast food chains, restaurants, dollar stores and convenience stores. Village competes by using low pricing, superior customer service, and a broad range of consistently available quality products, including ShopRite private labeled products. The ShopRite Price Plus card also strengthens customer loyalty.

 
 
13

 
 
We consider a variety of indicators to evaluate our performance, such as same store sales, percentage of total sales by department (mix); shrink; departmental gross profit percentage; sales per labor hour; and hourly labor rates.
 
During fiscal 2012 and 2011, the supermarket industry was impacted by changing consumer behavior due to the weak economy and high unemployment. Consumers are increasingly cooking meals at home, but spending cautiously by trading down to lower priced items, including private label, and concentrating their buying on sale items.  Also, the Company estimates that product prices overall experienced inflation in fiscal 2012 and in the second half of fiscal 2011.
 
The Company utilizes a 52 - 53 week fiscal year, ending on the last Saturday in the month of July. Fiscal 2010 contains 53 weeks. The inclusion of the 53rd week in fiscal 2010 had an estimated positive impact on net income of $1,200. Fiscal 2012 and 2011 contain 52 weeks.
 
RESULTS OF OPERATIONS
 
The following table sets forth the components of the Consolidated Statements of Operations of the Company as a percentage of sales:
 
   
July 28, 2012
   
July 30, 2011
   
July 31, 2010
 
Sales
    100.00 %     100.00 %     100.00 %
Cost of sales
    72.66       73.04       72.82  
Gross profit
    27.34       26.96       27.18  
Operating and administrative expense
    22.04       22.57       22.25  
Depreciation and amortization
    1.39       1.43       1.34  
Operating income
    3.91       2.96       3.59  
Interest expense
    (0.31 )     (0.33 )     (0.29 )
Interest income
    0.18       0.17       0.16  
Income before income taxes
    3.78       2.80       3.46  
Income taxes
    1.57       1.18       1.45  
Net income
    2.21 %     1.62 %     2.01 %
 
SALES
 
Sales were $1,422,243 in fiscal 2012, an increase of $123,315, or 9.5% from the prior year.  Sales increased due to the opening of two new stores in Maryland on July 28, 2011, the acquisition of a store in Old Bridge, NJ on January 29, 2012 and a same store sales increase of 4.9%.  Same stores sales increased due to higher sales in seven stores due to store closings by competitors, inflation, increased customer counts, and improved sales in the Washington and Marmora stores, which opened in recent fiscal years.  Although Village experienced inflation in fiscal 2012, there was minimal change in the average transaction size during the year.  As expected, the impact of the competitive store closures that began in the second half of fiscal 2011 and inflation both moderated beginning in the third quarter of fiscal 2012, resulting in a fourth quarter same store sales increase of 1.8%.  Sales continue to be impacted by economic weakness, high gas prices and high unemployment, which has resulted in increased sale item penetration and trading down.  The Company expects same store sales in fiscal 2013 to increase from 2.0% to 4.0%, including the positive impact from the inclusion of the Maryland stores in same stores sales beginning in the first quarter of fiscal 2013.  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.
 
Sales were $1,298,928 in fiscal 2011, an increase of $37,103, or 2.9% from the prior year. The prior year included $21,000 of sales attributable to a 53rd week. Excluding the 53rd week from the prior year, fiscal 2011 sales increased $58,103, or 4.7%. Sales increased due to the opening of the Washington, NJ replacement store on February 21, 2010 and a same store sales increase, excluding the 53rd week in the prior year, of 4.0%. Same store sales increased due to improved sales in the Marmora store, which opened in 2009, higher sales in five stores due to store closings by competitors during fiscal 2011, and a substantial increase in transaction counts. Although Village experienced inflation in the second half of fiscal 2011, there was minimal change in the average transaction size during the year. Sales continued to be impacted by changing consumer behavior, which has resulted in increased sale item penetration and trading down. Same store sales in the fourth quarter of fiscal 2011, excluding the impact of the 53rd week in the prior year, accelerated to an increase of 7.7% as this was the first complete quarter to include all the store closings by competitors.

 
14

 
 
GROSS PROFIT
 
Gross profit as a percentage of sales increased .38% in fiscal 2012 compared to the prior year primarily due to increased departmental gross margin percentages (.15%), decreased warehouse assessment charges from Wakefern (.16%) and higher patronage dividends (.11%).  These improvements were partially offset by higher promotional spending (.06%).
 
Gross profit as a percentage of sales decreased .22% in fiscal 2011 compared to the prior year primarily due to decreased departmental gross margin percentages (.29%), higher promotional spending (.08%), and a LIFO charge in fiscal 2011 compared to a LIFO benefit in the prior year (.06%). These declines were partially offset by decreased warehouse assessment charges from Wakefern (.23%).
 
OPERATING AND ADMINISTRATIVE EXPENSE
 
Operating and administrative expense as percentage of sales decreased .53% compared to the prior year due to the prior year including a $7,028 charge for the withdrawal liability from a multi-employer defined benefit plan (.54%).  In addition, fiscal 2012 benefitted from operating leverage from the 4.9% same store sales increase, partially offset by higher operating costs as a percentage of sales for the two new Maryland stores, including store opening costs.
 
Operating and administrative expense increased .32% as a percentage of sales in fiscal 2011 compared to the prior year primarily due to a $7,028 charge for the withdrawal liability from a multi-employer defined benefit plan (.54%) and pre-opening costs for the Maryland stores (.06%). These increases were partially offset by lower payroll costs (.16%) and operating leverage from the 4.0% same store sales increase.
 
DEPRECIATION AND AMORTIZATION
 
Depreciation and amortization expense was $19,759, $18,621, and $16,900 in fiscal 2012, 2011, and 2010, respectively. Depreciation and amortization expense increased in fiscal 2012 and 2011 compared to the prior years due to depreciation related to fixed asset additions, including the new stores in Maryland and Old Bridge.
 
INTEREST EXPENSE
 
Interest expense was $4,415, $4,280, and $3,660 in fiscal 2012, 2011, and 2010, respectively. Interest expense increased in 2011 compared to the prior year due to an amendment of a store lease near the end of fiscal 2010 being treated as a capital lease.
 
INTEREST INCOME
 
Interest income was $2,571, $2,207, and $2,020 in fiscal 2012, 2011, and 2010, respectively. Interest income increased in fiscal 2012 and 2011 compared to the prior years due to higher amounts invested.
 
INCOME TAXES
 
The Company’s effective income tax rate was 41.5%, 42.1%, and 41.8% in fiscal 2012, 2011, and 2010, respectively.
 
NET INCOME
 
Net income was $31,445 in fiscal 2012 compared to $20,982 in the prior year.  Excluding a $4,241 (net of tax) charge for the withdrawal liability from a multi-employer pension plan in the prior year, net income increased 25%.  Net income increased primarily due to improved same store sales and increased gross profit percentages.  Net income increased despite losses in the two new Maryland stores as sales in Maryland are lower than expected and we continue to build market share and brand awareness.
 
Net income in fiscal 2011 was $20,982, a decrease of 17% from the prior year. Net income decreased primarily due to a $4,241 (net of tax) charge for a withdrawal liability from a multi-employer pension plan in fiscal 2011 and the prior year including a $1,200 estimated positive impact of the 53rd week.  Excluding these two items, net income increased 4%, due to improved same store sales.
 
 
15

 
 
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 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.
 
IMPAIRMENT
 
The Company reviews the carrying values of its long-lived assets, such as property, equipment and fixtures for possible impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. Such review analyzes the undiscounted estimated future cash flows from asset groups at the store level to determine if the carrying value of such assets are recoverable from their respective cash flows. If impairment is indicated, it is measured by comparing the fair value of the long-lived asset groups held for use to their carrying value.
 
Goodwill is tested for impairment at the end of each fiscal year, or more frequently if circumstances dictate. Since the Company’s stock is not widely traded, management utilizes valuation techniques, such as earnings multiples, in addition to the Company’s market capitalization to assess goodwill for impairment. Calculating the fair value of a reporting unit requires the use of estimates. Management believes the fair value of Village’s one reporting unit exceeds its carrying value at July 28, 2012. Should the Company’s carrying value of its one reporting unit exceed its fair value, the amount of any resulting goodwill impairment may be material to the Company’s financial position and results of operations.
 
PATRONAGE DIVIDENDS
 
As a stockholder of Wakefern, Village earns a share of Wakefern’s earnings, which are distributed as a “patronage dividend” (see Note 3). This dividend is based on a distribution of substantially all of Wakefern’s operating profits for its fiscal year (which ends September 30) in proportion to the dollar volume of purchases by each member from Wakefern during that fiscal year. Patronage dividends are recorded as a reduction of cost of sales as merchandise is sold. Village accrues estimated patronage dividends due from Wakefern quarterly based on an estimate of the annual Wakefern patronage dividend and an estimate of Village’s share of this annual dividend based on Village’s estimated proportional share of the dollar volume of business transacted with Wakefern that year. The amount of patronage dividends receivable based on these estimates were $10,774 and $9,018 at July 28, 2012 and July 30, 2011, respectively.
 
PENSION PLANS
 
The determination of the Company’s obligation and expense for Company-sponsored pension plans is dependent, in part, on Village’s selection of assumptions used by actuaries in calculating those amounts. These assumptions are described in Note 8 and include, among others, the discount rate, the expected long-term rate of return on plan assets and the rate of increase in compensation costs. Actual results that differ from the Company’s assumptions are accumulated and amortized over future periods and, therefore, generally affect recognized expense in future periods. While management believes that its assumptions are appropriate, significant differences in actual experience or significant changes in the Company’s assumptions may materially affect cash flows, pension obligations and future expense.
 
The objective of the discount rate assumption is to reflect the rate at which the Company’s pension obligations could be effectively settled based on the expected timing and amounts of benefits payable to participants under the plans. Our methodology for selecting the discount rate as of July 28, 2012 was to match the plans cash flows to that of a yield curve on high-quality fixed-income investments. Based on this method, we utilized a weighted-average discount rate of 3.59% at July 28, 2012 compared to 4.99% at July 30, 2011. The 1.40% decrease in the discount rate, and a change in the mortality table utilized, increased the projected benefit obligation at July 28, 2012 by approximately $8,302. Village evaluated the expected long-term rate of return on plan assets of 7.5% and the expected increase in compensation costs of 4 to 4.5% and concluded no changes in these assumptions were necessary in estimating pension plan obligations and expense.
 
 
16

 
 
Sensitivity to changes in the major assumptions used in the calculation of the Company’s pension plans is as follows:
 
   
Percentage point
 change
   
Projected benfit
obligation
decrease (increase)
   
Expense
decrease (increase)
 
Discount rate
    + / - 1.0%     $   5,983       $(7,368)     $ 35      $(43)  
Expected return on assets
    + / - 1.0%           $ 338      $(338)  
 
 
Village contributed $3,227 and $3,115 in fiscal 2012 and 2011, respectively, to these Company-sponsored pension plans. Village expects to contribute $3,000 in fiscal 2013 to these plans. The 2012, 2011 and expected 2013 contributions are substantially all voluntary contributions.
 
The Company also contributes to several multi-employer pension plans based on obligations arising from collective bargaining agreements.  These plans provide retirement benefits to participants based on their service to contributing employers.  We recognize expense in connection with these plans as contributions are funded.  
 
On April 15, 2011, Village, along with all of the other individual employers trading as ShopRite, permanently withdrew from participating in the United Food and Commercial Workers Local 152 Retail Meat Pension Fund (“the Fund”), effective the end of April 2011.  The Fund is a multi- employer defined benefit plan that includes other supermarket operators. Village, along with the other affiliated ShopRite operators, determined to withdraw from the Fund due to exposures to market risks associated with all defined benefit plans and the inability to partition ShopRite’s liabilities from those of the other participating supermarket operators. Village now provides affected associates with a defined contribution plan for future service, which eliminates market risks and the exposure to shared liabilities of other operators, and is estimated to be less costly than the defined benefit plan in the future, while ensuring that our associates are provided a secure benefit.
 
The Company recorded a pre-tax charge of $7,028 in fiscal 2011 for this withdrawal liability, which represented our estimate of the liability based on calculations provided by the Fund actuary. The Company settled this obligation in January 2012, resulting in a pre-tax benefit of $646 in fiscal 2012. Village remains liable for potential additional withdrawal liabilities to the Fund in the event a mass withdrawal, as defined by statute, occurs within two plan years after the plan year of Village’s withdrawal. Such liabilities could be material to the Company’s consolidated financial statements.
 
SHARE-BASED EMPLOYEE COMPENSATION
 
All share-based payments to employees are recognized in the financial statements as compensation expense based on the fair market value on the date of grant. Village determines the fair market value of stock option awards using the Black-Scholes option pricing model. This option pricing model incorporates certain assumptions, such as a risk-free interest rate, expected volatility, expected dividend yield and expected life of options, in order to arrive at a fair value estimate.
 
UNCERTAIN TAX POSITIONS
 
The Company is subject to periodic audits by various taxing authorities. These audits may challenge certain of the Company’s tax positions such as the timing and amount of deductions and the allocation of income to various tax jurisdictions. Accounting for these uncertain tax positions requires significant management judgment. Actual results could materially differ from these estimates and could significantly affect the effective tax rate and cash flows in future years.
 
LIQUIDITY and CAPITAL RESOURCES
 
CASH FLOWS
 
Net cash provided by operating activities was $43,432 in fiscal 2012 compared to $64,144 in the corresponding period of the prior year.  This decrease is primarily attributable to settlement of a $7,028 pension withdrawal liability in fiscal 2012, a decrease in payables in the current fiscal year as compared to an increase in the prior fiscal year, and the prior year including a refund of cash the Company had placed in escrow to fund a property acquisition.   These decreases were partially offset by higher net income in the current fiscal year.
 
During fiscal 2012, Village used cash to fund capital expenditures of $16,729, the acquisition of the Old Bridge ShopRite of $4,123 and dividends of $9,758.  Capital expenditures include remodeling and equipment for the acquired Maryland stores, the installation of solar panels in one store and several small remodels.

 
17

 
 
Net cash provided by operating activities was $64,144 in fiscal 2011 compared to $35,313 in fiscal 2010. This increase is primarily attributable to an increase in payables in the current fiscal year compared to a decrease in payables in the prior fiscal year. The changes in payable balances outstanding were due to the $7,028 pension withdrawal liability and differences in the timing of payments.
 
During fiscal 2011, Village used cash to fund capital expenditures of $13,346, dividends of $19,086, the acquisition of the Maryland stores for $6,595 and treasury stock purchases of $2,171. Capital expenditures include the purchase of land for future development, several small remodels, and remodeling and equipment for the acquired Maryland stores.
 
LIQUIDITY and DEBT
 
Working capital was $71,672, $44,448, and $41,201 at July 28, 2012, July 30, 2011, and July 31, 2010, respectively. Working capital ratios at the same dates were 1.72, 1.41, and 1.49 to one, respectively. The Company’s working capital needs are reduced since inventory is generally sold before payments to Wakefern and other suppliers are due.
 
Village has budgeted approximately $20,000 for capital expenditures in fiscal 2013. Planned expenditures include the beginning of construction of two replacement stores and three major remodels. The Company’s primary sources of liquidity in fiscal 2013 are expected to be cash and cash equivalents on hand at July 28, 2012 and operating cash flow generated in fiscal 2013.
 
At July 28, 2012, the Company had a $20,918 15-month note receivable due from Wakefern earning a fixed rate of 7%. This note is automatically extended for additional, recurring 90-day periods, unless, not later than one year prior to the due date, the Company notifies Wakefern requesting payment on the due date. This note currently is scheduled to mature on August ­­19, 2013.
 
Village has an unsecured revolving credit agreement providing a maximum amount available for borrowing of $25,000.  This loan agreement expires on December 31, 2014. The revolving credit line can be used for general corporate purposes. Indebtedness under this agreement bears interest at the prime rate, or at the Eurodollar rate, at the Company’s option, plus applicable margins based on the Company’s fixed charge coverage ratio. There were no amounts outstanding at July 28, 2012 or July 30, 2011 under this facility.
 
The revolving loan agreement contains covenants that, among other conditions, require a maximum liabilities to tangible net worth ratio, a minimum fixed charge coverage ratio and a positive net income. At July 28, 2012, the Company was in compliance with all terms and covenants of the revolving loan agreement. Under the above covenants, Village had approximately $124,534 of net worth available at July 28, 2012 for the payment of dividends.
 
During fiscal 2012, Village paid cash dividends of $9,758. Dividends in fiscal 2012 consist of $.85 per Class A common share and $.5525 per Class B common share.
 
During fiscal 2011, Village paid cash dividends of $19,086. Dividends in fiscal 2011 consist of $1.70 per Class A common share and $1.105 per Class B common share. These amounts include $14,005 of special dividends paid in December 2010, comprised of $1.25 per Class A common share and $.8125 per Class B common share.

 
18

 
 
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
 
The table below presents significant contractual obligations of the Company at July 28, 2012:
 
   
Payments due by fiscal period
   
2013
   
2014
   
2015
   
2016
   
2017
   
Thereafter
   
Total
 
                                           
Capital and financing leases (2)
  $ 4,026     $ 4,045     $ 4,284     $ 4,491     $ 4,491     $ 83,963     $ 105,300  
Operating leases (2)
    10,956       10,416       10,117       8,823       6,141       48,689       95,142  
Notes payable to Related Party
    473       615       667       518       446       111       2,830  
    $ 15,455     $ 15,076     $ 15,068     $ 13,832     $ 11,078     $ 132,763     $ 203,272  
 
(1)
In addition, the Company is obligated to purchase 85% of its primary merchandise requirements from Wakefern (see Note 3).
(2)
The above amounts for capital, financing and operating leases include interest, but do not include certain obligations under these leases for other charges. These charges consisted of the following in fiscal 2012: Real estate taxes - $4,431; common area maintenance - $1,994; insurance - $271; and contingent rentals - $882.
(3)
Pension plan funding requirements are excluded from the above table as estimated contribution amounts for future years are uncertain. Required future contributions will be determined by, among other factors, actual investment performance of plan assets, interest rates required to be used to calculate pension obligations, and changes in legislation. The Company expects to contribute $3,000 in fiscal 2013 to fund Company-sponsored defined benefit pension plans compared to actual contributions of $3,227 in fiscal 2012. The table also excludes contributions under various multi-employer pension plans, which totaled $5,428 in fiscal 2012. As more fully described previously herein, during 2011 Village permanently withdrew from participating in one multi-employer defined benefit plan. The Company recorded a pre-tax charge of $7,028 in fiscal 2011 for this withdrawal liability. The Company settled this obligation in January 2012, resulting in a pre-tax benefit of $646 in fiscal 2012.
(4)
The amount of unrecognized tax benefits of $9,682 at July 28, 2012 has been excluded from this table because a reasonable estimate of the timing of future tax settlements cannot be determined.
 
OUTLOOK
 
This annual report contains certain forward-looking statements about Village’s future performance. These statements are based on management’s assumptions and beliefs in light of information currently available. Such statements relate to, for example: economic conditions; expected pension plan contributions; projected capital expenditures; cash flow requirements; inflation expectations; and legal matters; and are indicated by words such as “will,” “expect,” “should,” “intend,” “anticipates”, “believes” and similar words or phrases. 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 to reflect developments or information obtained after the date hereof.
 
 
We expect same store sales to increase from 2.0% to 4.0% in fiscal 2013, including the positive impact from the inclusion of the Maryland stores in same stores sales.
 
During fiscal 2012 and 2011, the supermarket industry was impacted by changing consumer behavior due to the weak economy and high unemployment.  Consumers are increasingly cooking meals at home, but spending cautiously by trading down to lower priced items, including private label, and concentrating their buying on sale items.  Management expects these trends to continue in fiscal 2013.
 
We expect modest retail price inflation in fiscal 2013.
 
We have budgeted $20,000 for capital expenditures in fiscal 2013. This amount includes the beginning of construction of two replacement stores and three major remodels.
 
On December 28, 2010, the Company paid special dividends of $14,005. The Board of Directors declared these dividends to provide a return to shareholders in 2010, instead of 2011, while tax rates on dividends remained low. This action was taken before the 15% tax rate was extended in December 2010. The Company is currently paying dividends at an annualized rate of $1.00 per Class A share and $0.65 per Class B share.  The Board will reconsider our dividend policy and other methods of providing returns to shareholders in the future based on a variety of factors, including tax rates on dividends and capital gains in effect.

 
19

 
 
 
We believe cash flow from operations and other sources of liquidity will be adequate to meet anticipated requirements for working capital, capital expenditures and debt payments for the foreseeable future.
 
We expect our effective income tax rate in fiscal 2013 to be 41.5% - 42.5%.
 
We expect operating expenses will be affected by increased costs in certain areas, such as medical and pension costs.
 
Various uncertainties and other factors could cause actual results to differ from the forward-looking statements contained in this report. These include:
 
 
The supermarket business is highly competitive and characterized by narrow profit margins. Results of operations may be materially adversely impacted by competitive pricing and promotional programs, industry consolidation and competitor store openings. Village competes with national and regional supermarkets, local supermarkets, warehouse club stores, supercenters, drug stores, convenience stores, dollar stores, discount merchandisers, restaurants and other local retailers. Some of these competitors have greater financial resources, lower merchandise acquisition costs and lower operating expenses than we do.
 
The Company’s stores are concentrated in New Jersey, with one store in northeastern Pennsylvania and two in Maryland. We are vulnerable to economic downturns in New Jersey in addition to those that may affect the country as a whole. Economic conditions such as inflation, deflation, interest rates, energy costs and unemployment rates may adversely affect our sales and profits.
 
Village acquired two stores in July 2011 in Maryland, a new market for Village where the ShopRite name is less known than in New Jersey. As the Company begins operating in this new market, marketing and other costs will be higher than in established markets as Village attempts to build market share and brand awareness. In addition, sales for these two stores are initially expected to be lower than the typical Company store. Potentially higher costs and sales results lower than the Company’s expectations could have a material adverse effect on Village’s results of operations.
 
The Company is currently planning the construction of two replacement stores.  If we are unable to open these replacement stores before existing store lease expirations and we are unable to execute lease extensions, we may be adversely impacted by any potential time period between the closure of our existing stores and the opening of the replacement stores.  If we execute lease extensions on the existing stores planned to be replaced, terms may be unfavorable and we may incur charges for rental obligations for periods after store closure.
 
Village purchases substantially all of its merchandise from Wakefern. In addition, Wakefern provides the Company with support services in numerous areas including supplies, advertising, liability and property insurance, technology support and other store services. Further, Village receives patronage dividends and other product incentives from Wakefern. Any material change in Wakefern’s method of operation or a termination or material modification of Village’s relationship with Wakefern could have an adverse impact on the conduct of the Company’s business and could involve additional expense for Village. The failure of any Wakefern member to fulfill its obligations to Wakefern or a member’s insolvency or withdrawal from Wakefern could result in increased costs to the Company. Additionally, an adverse change in Wakefern’s results of operations could have an adverse effect on Village’s results of operations.
 
Approximately 93% of our employees are covered by collective bargaining agreements. Any work stoppages could have an adverse impact on our financial results. If we are unable to control health care and pension costs provided for in the collective bargaining agreements, we may experience increased operating costs.
 
Village could be adversely affected if consumers lose confidence in the safety and quality of the food supply chain. The real or perceived sale of contaminated food products by us could result in a loss of consumer confidence and product liability claims, which could have a material adverse effect on our sales and operations.
 
On April 15, 2011, Village, along with all of the other individual employers trading as ShopRite, permanently withdrew from participating in the United Food and Commercial Workers Local 152 Retail Meat Pension Fund (“the Fund”), effective the end of April 2011. The Fund is a multi-employer defined benefit plan that includes other supermarket operators. Village, along with the other affiliated ShopRite operators, determined to withdraw from the Fund due to exposures to market risks associated with all defined benefit plans and the inability to partition ShopRite’s liabilities from those of the other participating supermarket operators. Village now provides affected associates with a defined contribution plan for future service, which eliminates market risks and the exposure to shared liabilities of other operators, and is estimated to be less costly than the defined benefit plan in the future, while ensuring that our associates are provided a secure benefit. The Company recorded a pre-tax charge of $7,028 in fiscal 2011 for this withdrawal liability, which represented our estimate of the liability based on calculations provided by the Fund actuary. The Company settled this obligation in January 2012, resulting in a pre-tax benefit of $646 in fiscal 2012.  Village remains liable for potential additional withdrawal liabilities to the Fund in the event a mass withdrawal, as defined by statute, occurs within two plan years after the plan year of Village’s withdrawal. Such liabilities could be material to the Company’s consolidated financial statements.
 

 
20

 
 
 
Certain of the multi-employer plans to which we contribute are underfunded. As a result, we expect that contributions to these plans may increase. Additionally, the benefit levels and related items will be issues in the negotiation of our collective bargaining agreements. Under current law, an employer that withdraws or partially withdraws from a multi-employer pension plan may incur a withdrawal liability to the plan, which represents the portion of the plan’s underfunding that is allocable to the withdrawing employer under very complex actuarial and allocation rules. The failure of a withdrawing employer to fund these obligations can impact remaining employers. The amount of any increase or decrease in our required contributions to these multi-employer pension plans will depend upon the outcome of collective bargaining, actions taken by trustees who manage the plans, government regulations and the actual return on assets held in the plans, among other factors.
 
Our effective tax rate may be impacted by the results of tax examinations and changes in tax laws, including the disputes with the state of New Jersey described in note 5 of the accompanying notes to the consolidated financial statements.
 
RELATED PARTY TRANSACTIONS
 
The Company holds an investment in Wakefern, its principal supplier. Village purchases substantially all of its merchandise from Wakefern in accordance with the Wakefern Stockholder Agreement. As part of this agreement, Village is required to purchase certain amounts of Wakefern common stock. At July 28, 2012, the Company’s indebtedness to Wakefern for the outstanding amount of this stock subscription was $2,830. The maximum per store investment, which is currently $800, increased by $25 in both fiscal 2012 and 2011, resulting in additional investments of $622 and $648, respectively. Wakefern distributes as a “patronage dividend” to each member a share of its earnings in proportion to the dollar volume of purchases by the member from Wakefern during the year. Wakefern provides the Company with support services in numerous areas including advertising, supplies, liability and property insurance, technology support and other store services. Additional information is provided in Note 3 to the consolidated financial statements.
 
At July 28, 2012, the Company had a $20,918 15-month note receivable due from Wakefern earning a fixed rate of 7%. This note is automatically extended for additional, recurring 90-day periods, unless, not later than one year prior to the due date, the Company notifies Wakefern requesting payment on the due date. This note currently is scheduled to mature on August 19, 2013.
 
At July 28, 2012, Village had demand deposits invested at Wakefern in the amount of $82,294. These deposits earn overnight money market rates.
 
The Company subleases the Galloway and Vineland stores from Wakefern at combined current annual rents of $1,227. Both leases contain normal periodic rent increases and options to extend the lease.
 
Village leases a supermarket from a realty firm partly owned by certain officers of Village. The Company paid rent to this related party of $640, $615, and $595 in fiscal years 2012, 2011, and 2010, respectively. This lease expires in fiscal 2016 with options to extend at increasing annual rents.
 
The Company has ownership interests in three real estate partnerships. Village paid aggregate rents to two of these partnerships for leased stores of approximately $801, $764, and $781 in fiscal years 2012, 2011, and 2010, respectively.
 
ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
IMPACT OF INFLATION AND CHANGING PRICES
 
Although the Company cannot accurately determine the precise effect of inflation or deflation on its operations, it estimates that product prices overall experienced inflation in fiscal 2012 and 2011, compared to deflation in fiscal 2010. The Company recorded pre-tax LIFO charges of $601 and $412 in fiscal 2012 and 2011, respectively, compared to a pre-tax LIFO benefit of $418 in fiscal 2010. The Company calculates LIFO based on CPI indices published by the Department of Labor, which indicated weighted-average CPI changes of 2.1%, 1.3%, and (1.3%) in fiscal 2012, 2011, and 2010, respectively.

 
21

 
 
MARKET RISK
 
At July 28, 2012, the Company had demand deposits of $82,294 at Wakefern earning interest at overnight money market rates, which are exposed to the impact of interest rate changes.
 
At July 28, 2012 the Company had a $20,918 15-month note receivable due from Wakefern earning a fixed rate of 7%. This note is automatically extended for additional, recurring 90-day periods, unless, not later than one year prior to the due date, the Company notifies Wakefern requesting payment on the due date. This note currently is scheduled to mature on August 19, 2013.

 
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ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 (In thousands)
 
   
July 28, 2012
   
July 30, 2011
 
ASSETS
           
Current Assets
           
Cash and cash equivalents
  $ 103,103     $ 91,362  
Merchandise inventories
    40,599       38,547  
Patronage dividend receivable
    10,774       9,018  
Other current assets
    17,102       13,407  
                 
Total current assets
    171,578       152,334  
                 
Note receivable from Wakefern
    20,918       19,512  
Property, equipment and fixtures, net
    172,420       174,530  
Investment in Wakefern
    23,406       22,461  
Goodwill
    12,057       10,605  
Other assets
    9,159       6,748  
                 
Total assets
  $ 409,538     $ 386,190  
                 
LIABILITIES and SHAREHOLDERS’ EQUITY
               
Current Liabilities
               
Capital and financing lease obligations
  $ -     $ -  
Notes payable to Wakefern
    473       487  
Accounts payable to Wakefern
    55,441       55,409  
Accounts payable and accrued expenses
    16,056       15,017  
Accrued wages and benefits
    12,802       19,094  
Income taxes payable
    15,134       17,879  
                 
Total current liabilities
    99,906       107,886  
                 
Long-term Debt
               
Capital and financing lease obligations
    40,792       40,570  
Notes payable to Wakefern
    2,357       2,577  
                 
Total long-term debt
    43,149       43,147  
                 
Pension liabilities
    29,763       21,513  
Other liabilities
    6,409       5,487  
                 
Commitments and Contingencies (Notes 3, 4, 5, 6, 8 and 9) 
               
                 
Shareholders' Equity
               
Preferred stock, no par value: Authorized 10,000 shares, none issued
           
Class A common stock, no par value: Authorized 20,000 shares; issued 7,883 shares at July 28, 2012 and 7,833 shares at July 30, 2011
    39,570       35,385  
Class B common stock, no par value: Authorized 20,000 shares; issued and outstanding 6,335 shares at July 28, 2012 and 6,376 shares at July 30, 2011
    1,028       1,035  
Retained earnings
    209,373       187,686  
Accumulated other comprehensive loss
    (15,474 )     (11,142 )
Less treasury stock, Class A, at cost (461 shares at July 28, 2012 and 530 shares at July 30, 2011)
    (4,186 )     (4,807 )
                 
Total shareholders’ equity
    230,311       208,157  
                 
Total liabilities and shareholders' equity
  $ 409,538     $ 386,190  
 
 See notes to consolidated financial statements.

 
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VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
 (In thousands, except per share amounts)
 
                   
   
Years ended
 
   
July 28, 2012
   
July 30, 2011
   
July 31, 2010
 
                   
Sales
  $ 1,422,243     $ 1,298,928     $ 1,261,825  
Cost of sales
    1,033,416       948,769       918,900  
                         
Gross profit
    388,827       350,159       342,925  
                         
Operating and administrative expense
    313,516       293,222       280,767  
Depreciation and amortization
    19,759       18,621       16,900  
                         
Operating income
    55,552       38,316       45,258  
                         
Interest expense
    (4,415 )     (4,280 )     (3,660 )
Interest income
    2,571       2,207       2,020  
                         
Income before income taxes
    53,708       36,243       43,618  
Income taxes
    22,263       15,261       18,237  
                         
Net income
  $ 31,445     $ 20,982     $ 25,381  
                         
Net income per share:
                       
Class A common stock:
                       
Basic
  $ 2.74     $ 1.86     $ 2.28  
Diluted
  $ 2.28     $ 1.54     $ 1.88  
                         
Class B common stock:
                       
Basic
  $ 1.78     $ 1.21     $ 1.48  
Diluted
  $ 1.77     $ 1.21     $ 1.47  
 
See notes to consolidated financial statements.

 
24

 

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
AND COMPREHENSIVE INCOME
 (in thousands)
 
Years ended July 28, 2012, July 30, 2011 and July 31, 2010
 
                                     
                                   Accumulated                    
                                 
other
               
Total
 
   
Class A Common Stock
   
Class B Common Stock
   
Retained
   
comprehensive
   
Treasury Stock Class A
   
shareholders'
 
   
Shares Issued
   
Amount
   
Shares Issued
   
Amount
   
Earnings
   
 income (loss)
   
Shares
   
Amount
   
equity
 
Balance, July 25, 2009
    7,538     $ 28,982       6,376     $ 1,035     $ 171,229     $ (10,535 )     555     $ (3,313 )   $ 187,398  
Net income
    -       -       -       -       25,381       -       -       -       25,381  
Recognition of pension actuarial loss, net of tax of $496
    -       -       -       -       -       744       -       -       744  
Increase in pension liability, net of tax of $420
    -       -       -       -       -       (630 )     -       -       (630 )
Comprehensive income
                                                                    25,495  
Dividends
    -       -       -       -       (10,820 )     -       -       -       (10,820 )
Exercise of stock options
    -       236       -       -       -       -       (42 )     250       486  
Share-based compensation expense
    3       2,929       -       -       -       -       -       -       2,929  
Excess tax benefits from exercise of stock options and restricted share vesting
    -       287       -       -       -       -       -       -       287  
Balance, July 31, 2010
    7,541       32,434       6,376       1,035       185,790       (10,421 )     513       (3,063 )     205,775  
Net income
    -       -       -       -       20,982       -       -       -       20,982  
Recognition of pension actuarial loss, net of tax of $660
    -       -       -       -       -       991       -       -       991  
Increase in pension liability, net of tax of $1,140
    -       -       -       -       -       (1,712 )     -       -       (1,712 )
Comprehensive income
                                                                    20,261  
Dividends
    -       -       -       -       (19,086 )     -       -       -       (19,086 )
Exercise of stock options
    -       300       -       -       -       -       (59 )     427       727  
Treasury stock purchases
    -       -       -       -       -       -       76       (2,171 )     (2,171 )
Share-based compensation expense
    292       3,007       -       -       -       -       -       -       3,007  
Net tax deficit from exercise of stock options and restricted share vesting
    -       (356 )     -       -       -       -       -       -       (356 )
Balance, July 30, 2011
    7,833       35,385       6,376       1,035       187,686       (11,142 )     530       (4,807 )     208,157  
Net income
    -       -       -       -       31,445       -       -       -       31,445  
Recognition of pension actuarial loss, net of tax of $519
    -       -       -       -       -       780       -       -       780  
Increase in pension liability, net of tax of $3,429
    -       -       -       -       -       (5,112 )     -       -       (5,112 )
Comprehensive income
                                                                    27,113  
Dividends
    -       -       -       -       (9,758 )     -       -       -       (9,758 )
Exercise of stock options
    -       723       -       -       -       -       (69 )     630       1,353  
Treasury stock purchases
    -       -       -       -       -       -       -       (9 )     (9 )
Share-based compensation expense
    9       3,180       -       -       -       -       -       -       3,180  
Excess tax benefits from exercise of stock options and restricted share vesting
    -       275       -       -       -       -       -       -       275  
Conversion of Class B shares to Class A shares
    41       7       (41 )     (7 )     -       -       -       -       -  
Balance, July 28, 2012
    7,883     $ 39,570       6,335     $ 1,028     $ 209,373     $ (15,474 )     461     $ (4,186 )   $ 230,311  
 
See notes to consolidated financial statements.

 
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VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 
   
Years ended
 
   
July 28, 2012
   
July 30, 2011
   
July 31, 2010
 
                   
CASH FLOWS FROM OPERATING ACTIVITIES
                 
Net income
  $ 31,445     $ 20,982     $ 25,381  
Adjustments to reconcile net income to net cash provided by operating activities:
                       
Depreciation and amortization
    19,759       18,621       16,900  
Non-cash share-based compensation
    3,180       3,007       2,929  
Deferred taxes
    1,089       (1,543 )     (900 )
Provision to value inventories at LIFO
    601       412       (418 )
Changes in assets and liabilities, net of effects of stores acquired:
                       
Merchandise inventories
    (1,423 )     (2,703 )     (1,565 )
Patronage dividend receivable
    (1,756 )     (260 )     (1,312 )
Accounts payable to Wakefern
    32       8,321       (6,399 )
Accounts payable and accrued expenses
    643       2,408       (1,949 )
Accrued wages and benefits
    (6,415 )     7,269       344  
Income taxes payable
    (2,745 )     2,268       3,453  
Other assets and liabilities
    (978 )     5,362       (1,151 )
                         
Net cash provided by operating activities
    43,432       64,144       35,313  
                         
CASH FLOWS FROM INVESTING ACTIVITIES
                       
Capital expenditures
    (16,729 )     (13,346 )     (20,204 )
Maturity of (investment in) note receivable from Wakefern
    (1,406 )     (1,308 )     14,463  
Store acquisitions
    (4,123 )     (6,595 )     -  
                         
Net cash used in investing activities
    (22,258 )     (21,249 )     (5,741 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
Proceeds from exercise of stock options
    1,353       727       486  
Excess tax benefit related to share-based compensation
    275       703       287  
Principal payments of long-term debt
    (1,294 )     (749 )     (5,448 )
Dividends
    (9,758 )     (19,086 )     (10,820 )
Treasury stock purchases
    (9 )     (2,171 )      
                         
Net cash used in financing activities
    (9,433 )     (20,576 )     (15,495 )
                         
NET INCREASE IN CASH AND CASH EQUIVALENTS
    11,741       22,319       14,077  
                         
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
    91,362       69,043       54,966  
                         
CASH AND CASH EQUIVALENTS, END OF YEAR
  $ 103,103     $ 91,362     $ 69,043  
                         
SUPPLEMENTAL DISCLOSURES OF CASH PAYMENTS MADE FOR:
                       
Interest
  $ 4,116     $ 4,280     $ 3,771  
Income taxes
    23,076       12,095       15,171  
                         
NONCASH SUPPLEMENTAL DISCLOSURES:
                       
Financing and capital lease obligations
  $ -     $ -     $ 9,638  
Investment in Wakefern
    945       2,198       590  
 
 See notes to consolidated financial statements.

 
26