10-K 1 village.htm VILLAGE SUPER MARKET, INC. 10K 2013-07-27 village.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 27, 2013
 
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 or organization)
(I. R. S. Employer 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. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 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

 
 

 

The aggregate market value of the Class A common stock of Village Super Market, Inc. held by non-affiliates was approximately $168.5 million and the aggregate market value of the Class B common stock held by non-affiliates was approximately $2.1 million based upon the closing price of the Class A shares on the NASDAQ on January 26, 2013, 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 4, 2013
   
Class A common stock, no par value
9,470,537 Shares
Class B common stock, no par value
4,374,912 Shares
 
DOCUMENTS INCORPORATED BY REFERENCE
 
Information contained in the 2013 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 13, 2013 are incorporated by reference into this Form 10-K at Part II, Item 5 and Part III.

 
 

 
 
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 with superior customer service.  During fiscal 2013, sales per store were $50,912 and sales per selling square foot were $1,140.  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.  
 
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.   Below is a summary of the range of store sizes at July 27, 2013:
 
Total Square Feet
Number of Stores
   
Greater than 60,000
13
50,001 to 60,000
7
40,001 to 50,000
7
Less than 40,000
2
   
Total
29
 
These larger store sizes enable the Company’s stores 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.  Larger stores 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 stores 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, we introduced the Village Food Garden as our next generation Power Alley in the remodeled Livingston store.  This concept features a centralized kitchen, and several kiosks offering a wide range of store prepared specialty foods for both in-store and take-home dining.  An expanded Village Food Garden will be included in our new store in Hanover Township, which will open in fall 2013.  In the last three years, Village added on-site registered dieticians in twelve 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.  
 
 
1

 
 
The following table shows the percentage of the Company's sales allocable to various product categories during each of the periods indicated:
 
Product Categories
                 
   
2013
   
2012
   
2011
 
                   
Groceries
    37.9 %     38.3 %     38.4 %
Dairy and Frozen
    17.8       17.8       17.6  
Meats
    10.5       10.5       10.4  
Non-Foods
    8.0       7.9       7.9  
Produce
    11.5       11.3       11.5  
Appetizers and prepared food
    5.6       5.4       5.4  
Seafood
    2.5       2.5       2.4  
Pharmacy
    4.1       4.3       4.4  
Bakery
    2.1       2.0       2.0  
      100 %     100 %     100 %
 
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 $35 million for capital expenditures for fiscal 2014. This includes the construction of two replacement stores, one of which began in fiscal 2013.
 
In fiscal 2013, Village began construction of a replacement store in Hanover Township, New Jersey and completed 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.
 
Additional store remodels and sites for new stores are in various stages of development.  Village will also consider additional acquisitions should appropriate opportunities arise.
 
WAKEFERN FOOD CORPORATION
 
The Company is the second largest member of Wakefern and owns 13.7% of Wakefern’s outstanding stock as of July 27, 2013.  Wakefern, which was organized in 1946, is the nation’s largest retailer-owned food cooperative.  Wakefern and its 49 shareholder members operate 304 supermarkets and other retail formats, including 85 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.
 
 
2

 
 
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 12.5% of sales in fiscal 2013.
 
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, certain equipment purchasing, coupon processing, certain financial accounting applications, and retail technology support.
 
Wakefern operates warehouses and distribution facilities in Elizabeth, Keasbey, Whitehouse, Dayton, 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 2013, 2012 and 2011.  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 a members bankruptcy filing, 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 failure to fulfill financial obligations to 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.
 
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 $24,355 at July 27, 2013.  The total amount of debt outstanding from all capital pledges to Wakefern is $2,319 at July 27, 2013.  The maximum per store capital contribution increased from $800 to $825 in fiscal 2013, resulting in an additional $949 capital pledge, which was paid in fiscal 2013.
 
 
3

 
 
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.
 
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, Target, 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.
 
 
4

 
 
LABOR
 
As of October 1, 2013, the Company employed approximately 6,050 persons with approximately 74% working part-time.  Approximately 91% of the Company’s employees are covered by collective bargaining agreements. Contracts with the Company’s seven unions expire between October 2013 and July 2016.  Approximately 49% 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. 
 
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.  In addition, Village made investments in lower prices in fiscal 2013 to combat nontraditional competitors.
 
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.
 
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.  Marketing and other costs are higher in Maryland 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.
 
 
5

 
 
LABOR RELATIONS
 
Approximately 91% of the Company’s employees are covered by collective bargaining agreements with unions. Contracts with the Company’s seven unions expire between October 2013 and July 2016.  Approximately 49% of our associates are represented by unions whose contracts have already expired or expire within one year.  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 or have an adverse impact on our financial results.  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 our results of operations.
 
HEALTHCARE LEGISLATION
 
We provide health benefits to a large number of our employees, primarily through multi-employer health plans.  Effective January 1, 2015, the Patient Protection and Affordable Care Act will impose new mandates on employers that could significantly increase the number of employees receiving benefits and our required contributions to these multi-employer health plans.  We are not able at this time to determine the impact of the law, as it will depend on many factors, including finalization of rules implementing the law, the number of additional employees that we will be required to provide health benefits, and negotiation of collective bargaining agreements, which could be material to our 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 constructing two replacement stores.  At the time the replacement stores are expected to open, we will have rental obligations for several years remaining on the existing stores.  If we are unable to sublease the existing stores on terms similar to the current rent or otherwise mitigate the rental obligations, we may incur charges for these obligations at the time the existing stores are closed.
 
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.
 
CURRENT ECONOMIC CONDITIONS
 
During the last few years, the supermarket industry was impacted by changing consumer behavior due to the weak economy, high gas prices and high unemployment.  Consumers continue to spend 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 substantial inflation in the first half of fiscal 2012, with only modest inflation in the second half of fiscal 2012 and during fiscal 2013.  
 
 
6

 
 
IMPAIRMENT OF LONG-LIVED ASSETS
 
Our long-lived assets, primarily stores, are subject to periodic testing for impairment. Failure of our asset groups to achieve sufficient levels of cash flow could result in impairment charges on long-lived assets.
 
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.
 
INFORMATION TECHNOLOGY
 
Wakefern provides all members of the cooperative with information technology support that enables us to effectively manage our business data, customer transactions, ordering, communications and other business processes. The failure of our information technology to perform as we anticipate or a breach of these systems could disrupt our business or result in the compromise of confidential customer data. Any such event could damage our reputation, expose us to potential litigation from outside parties and have a material adverse impact on our results of operations.
 
ITEM 1B.   UNRESOLVED STAFF COMMENTS
 
Not applicable.
 
ITEM 2.   PROPERTIES
 
As of July 27, 2013, 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, the Company owns the land and building of the old Washington store, which is currently available for sale, and owns the property on which the Hanover Township store is currently being constructed.
 
The annual rent, including capitalized leases, for all of the Company's leased facilities for the year ended July 27, 2013 was approximately $16,436.
 
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 state of New Jersey audited the Company’s tax returns for fiscal 2002 through 2005 and has assessed two separate tax deficiencies related to nexus and the deductibility of certain payments between subsidiaries. The Company contested both these assessments through the state’s conference and appeals process. During fiscal 2011, Village received two determinations that the Company’s protests were denied. The Company has filed two complaints in Tax Court against the New Jersey Division of Taxation contesting these decisions. In addition, during fiscal 2012 the state of New Jersey audited the Company’s tax returns for fiscal 2006 through 2009 and has assessed a tax deficiency related to the same issue as above. The Company is currently contesting this assessment through the state’s conference and appeals process.  A trial limited to the nexus dispute was conducted in June 2013 and no decision has been rendered.  The ultimate resolution of these matters could materially impact our results of operations and cash flows.
 
In addition, 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.

 
7

 

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.
 
2013
 
High
   
Low
 
4th Quarter
  $ 38.47     $ 32.88  
3rd Quarter
    35.11       31.79  
2nd Quarter
    37.66       30.09  
1st Quarter
    37.95       32.87  
                 
                 
2012
 
High
   
Low
 
4th Quarter
  $ 36.20     $ 24.29  
3rd Quarter
    33.69       27.09  
2nd Quarter
    31.93       28.02  
1st Quarter
    29.42       21.68  
 
As of October 1, 2013, there were approximately 765 holders of Class A common stock.
 
During fiscal 2013, Village paid cash dividends of $24,048. Dividends in fiscal 2013 consist of $2.00 per Class A common share and $1.30 per Class B common share. These amounts include $12,009 of special dividends paid in December 2012, comprised of $1.00 per Class A common share and $0.65 per Class B common share.
 
During fiscal 2012, the Company declared cash dividends of $0.85 per Class A common share and $0.5525 per Class B common share. 
 
 
8

 

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-08
   
July-09
   
July-10
   
July-11
   
July-12
   
July-13
 
                                     
Village Super Market, Inc.
  $ 100     $ 141     $ 137     $ 143     $ 193     $ 213  
S&P 500
  $ 100     $ 80     $ 91     $ 109     $ 119     $ 149  
NASDAQ Retail Trade
  $ 100     $ 102     $ 130     $ 198     $ 227     $ 286  
 
 
9

 
 
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.
 
     July 27,      July 28,      July 30,      July 31,      July 25,  
For year
 
2013
   
2012
   
2011
   
2010
   
2009
 
Sales
  $ 1,476,457     $ 1,422,243     $ 1,298,928     $ 1,261,825     $ 1,208,097  
Net income
    25,784       31,445       20,982       25,381       27,255  
Net income as a % of sales
    1.75 %     2.21 %     1.62 %     2.01 %     2.26 %
Net income per share:
                                       
Class A common stock:
                                       
Basic
  $ 2.18     $ 2.74     $ 1.86     $ 2.28     $ 2.46  
Diluted
    1.85       2.28       1.54       1.88       2.02  
Class B common stock:
                                       
Basic
    1.36       1.78       1.21       1.48       1.60  
Diluted
    1.36       1.77       1.21       1.47       1.59  
Cash dividends per share
                                       
Class A
    2.000       0.850       1.700       0.970       0.765  
Class B
    1.300       0.553       1.105       0.631       0.498  
                                         
At year-end
                                       
Total assets
  $ 427,412     $ 409,538     $ 386,190     $ 357,129     $ 338,810  
Long-term debt
    42,738       43,149       43,147       41,831       32,581  
Working capital
    94,299       71,672       44,448       41,201       30,856  
Shareholders’ equity
    244,560       230,311       208,157       205,775       187,398  
Book value per share
    17.66       16.74       15.22       15.35       14.03  
                                         
Other data
                                       
Same store sales increase (decrease)
    2.9 %     4.9 %     4.0 %     (0.7 )%     4.8 %
Total square feet
    1,644,000       1,644,000       1,604,000       1,483,000       1,462,000  
Average total sq. ft. per store
    57,000       57,000       57,000       57,000       56,000  
Selling square feet
    1,295,000       1,295,000       1,264,000       1,171,000       1,155,000  
Sales per average square foot of selling space (1)
  $ 1,140     $ 1,112     $ 1,109     $ 1,085     $ 1,070  
Number of stores
    29       29       28       26       26  
Sales per average number of stores (1)
  $ 50,912     $ 49,903     $ 49,959     $ 48,532     $ 47,376  
Capital expenditures and acquisitions
    21,888       20,852       19,941       20,204       26,625  
 
(1)Amounts for the year ended July 30, 2011 exclude results of the two stores acquired in Maryland in July 2011.
 
 
10

 
 
Unaudited Quarterly Financial Data
(Dollars in thousands except per share amounts)
 
 
First
 
Second
 
Third
 
Fourth
 
Fiscal
 
Quarter
 
Quarter
 
Quarter
 
Quarter
 
Year
2013
                 
Sales
 $       358,151
 
 $       382,175
 
 $       359,808
 
 $       376,323
 
 $    1,476,457
Gross profit
95,637
 
102,920
 
97,314
 
101,890
 
397,761
Net income
5,855
 
9,104
 
4,622
 
6,203
 
25,784
Net income per share:
                 
Class A common stock:
                 
Basic
0.52
 
0.76
 
0.38
 
0.51
 
2.18
Diluted
0.42
 
0.65
 
0.33
 
0.44
 
1.85
Class B common stock:
                 
Basic
0.30
 
0.49
 
0.25
 
0.33
 
1.36
Diluted
0.30
 
0.49
 
0.25
 
0.33
 
1.36
                   
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
 
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.   These stores opened as ShopRites on July 28, 2011 after remodeling.
 
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 2013, sales per store were $50,912 and sales per square foot of selling space were $1,140. 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.
 
 
11

 
 
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 the last few years, the supermarket industry was impacted by changing consumer behavior due to the weak economy and high unemployment. Consumers continue to spend 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 substantial inflation in the first half of fiscal 2012, with only modest inflation in the second half of fiscal 2012 and during fiscal 2013.  
 
Hurricane Sandy devastated our area on October 29, 2012, two days after the end of our first fiscal quarter.  The storm increased sales in the last week of our first quarter of fiscal 2013 as customers prepared for the storm. Sales in the first week of the second quarter of fiscal 2013 were negatively impacted by the closure of almost all of our stores for periods of time ranging from a few hours to eight days. However, this impact was partially offset by improved sales in stores that reopened quickly and by higher sales in most stores in subsequent weeks as customers restocked after their power was restored.  In addition, Village disposed of substantial amounts of perishable product due to the loss of power, and also incurred repair, labor and other costs in connection with the storm.  The Company has property, casualty and business interruption insurance, subject to deductibles and coverage limits.  During the second quarter of fiscal 2013, Village began the process of working with our insurers to recover the damages and has recorded estimated insurance recoveries.  Final resolution of our insurance claim related to the storm is expected in fiscal 2014, which could have a material impact on our results of operations.
 
The Company utilizes a 52 - 53 week fiscal year, ending on the last Saturday in the month of July. Fiscal 2013, 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 27,
2013
   
July 28,
2012
   
July 30,
2011
 
Sales
    100.00 %     100.00 %     100.00 %
Cost of sales
    73.06       72.66       73.04  
Gross profit
    26.94       27.34       26.96  
Operating and administrative expense
    22.57       22.04       22.57  
Depreciation and amortization
    1.38       1.39       1.43  
Operating income
    2.99       3.91       2.96  
Income from partnerships
    0.10       -       -  
Interest expense
    (0.26 )     (0.31 )     (0.33 )
Interest income
    0.19       0.18       0.17  
Income before income taxes
    3.02       3.78       2.80  
Income taxes
    1.27       1.57       1.18  
Net income
    1.75 %     2.21 %     1.62 %
 
SALES
 
Sales were $1,476,457 in fiscal 2013, an increase of $54,214, or 3.8% from the prior year.  Sales increased due to the acquisition of a store in Old Bridge, NJ on January 29, 2012 and a same store sales increase of 2.9%.  Same store sales increased due to higher sales as customers prepared for hurricane Sandy, improved sales at the stores that reopened quickly after that storm and higher sales in the two stores in Maryland.  Sales continued to be impacted by economic weakness, high gas prices and high unemployment, which has resulted in increased sale item penetration and trading down.  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 $1,422,243 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.
 
 
12

 
 
GROSS PROFIT
 
Gross profit as a percentage of sales decreased .40% in fiscal 2013 compared to the prior year primarily due to decreased departmental gross margin percentages (.47%), partially offset by improved product mix (.06%).  Gross margins declined in several departments primarily due to investments in lower prices to combat nontraditional competitors.
 
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%).
 
OPERATING AND ADMINISTRATIVE EXPENSE
 
Operating and administrative expense as a percentage of sales increased .53% in fiscal 2013 compared to the prior year primarily due to higher payroll (.15%) and fringe benefit (.27%) costs, a charge from settlement of a dispute with a landlord (.04%), and the prior fiscal year included a favorable settlement of a pension withdrawal liability (.04%).  These increases were partially offset by income from settlement of the national credit card lawsuit (.08%) in the current fiscal year.  Payroll costs increased due to efforts to enhance the customer experience and provide additional services, including our first Village Food Garden at the remodeled Livingston store and the addition of ShopRite from Home in several stores.  Fringe benefit costs increased due to higher costs for health, pension and workers compensation.
 
Operating and administrative expense as percentage of sales decreased .53% in fiscal 2012 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.
 
DEPRECIATION AND AMORTIZATION
 
Depreciation and amortization expense was $20,354, $19,759 and $18,621 in fiscal 2013, 2012 and 2011, respectively. Depreciation and amortization expense increased in fiscal 2013 and 2012 compared to the prior years due to depreciation related to fixed asset additions.
 
INCOME FROM PARTNERSHIPS
 
Income from partnerships in fiscal 2013 of $1,450 are distributions received from two partnerships that exceeded the invested amounts.  The Company’s partnership interests resulted from its leasing of supermarkets in two shopping centers.  The Company remains a tenant in one of these shopping centers.
 
INTEREST EXPENSE
 
Interest expense was $3,771, $4,415 and $4,280, in fiscal 2013, 2012 and 2011, respectively. Interest expense decreased in fiscal 2013 compared to the prior year due to interest costs capitalized in the current fiscal year, and the prior fiscal year including interest incurred on a pension withdrawal liability that was paid in fiscal 2012.
 
INTEREST INCOME
 
Interest income was $2,783, $2,571 and $2,207 in fiscal 2013, 2012 and 2011, respectively. Interest income increased in fiscal 2013 and 2012 compared to the prior years due to higher amounts invested.
 
INCOME TAXES
 
The Company’s effective income tax rate was 42.2%, 41.5% and 42.1% in fiscal 2013, 2012 and 2011, respectively.
 
 
13

 
 
NET INCOME
 
Net income was $25,784 in fiscal 2013 compared to $31,445 in fiscal 2012.  Fiscal 2013 includes income from partnership distributions of $840 (net of tax), income from the national credit card lawsuit of $693 (net of tax) and a charge for the settlement of a landlord dispute of $376 (net of tax), while fiscal 2012 includes a favorable settlement of a pension withdrawal liability of $374 (net of tax).   Excluding these items from both fiscal years, net income in fiscal 2013 declined 21% compared to the prior year primarily due to lower gross profit percentages and higher operating expenses as a percentage of sales, partially offset by reduced losses in the two Maryland stores compared to the prior year, which was their initial year of operations.  Maryland stores sales and operating performance remain lower than expected as we continue to build market share and brand awareness.
 
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.
 
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. The Company 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 27, 2013. 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 $11,810 and $10,774 at July 27, 2013 and July 28, 2012, 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.
 
 
14

 
 
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 27, 2013 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 4.43% at July 27, 2013 compared to 3.59% at July 28, 2012. The .84% increase in the discount rate, and a change in the mortality table utilized, decreased the projected benefit obligation at July 27, 2013 by approximately $10,077. 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.
 
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%     $       5,379    $  (6,481)     $ 34       $  (36)  
Expected return on assets
    + / - 1.0%       ---     $ 365      $  (365)  
 
Village contributed $3,254 and $3,227 in fiscal 2013 and 2012, respectively, to these Company-sponsored pension plans. Village expects to contribute $3,000 in fiscal 2014 to these plans. The 2013, 2012 and expected 2014 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.  
 
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 $51,273 in fiscal 2013 compared to $43,432 in the corresponding period of the prior year.  This increase is primarily attributable to the prior year including a settlement of a $7,028 pension liability and changes in the timing of payables.
 
During fiscal 2013 Village used cash to fund capital expenditures of $21,888 and dividends of $24,048.  Capital expenditures include substantial remodels of three stores and the site work and beginning of construction of a replacement store.  Dividends paid include $12,009 of special dividends.
 
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.
 
 
15

 
 
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.
 
LIQUIDITY and DEBT
 
Working capital was $94,299, $71,672, and $44,448 at July 27, 2013, July 28, 2012 and July 30, 2011, respectively.  Working capital ratios at the same dates were 1.85, 1.72, and 1.41 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 $35,000 for capital expenditures in fiscal 2014. Planned expenditures include the construction of two replacement stores, one of which began in fiscal 2013. The Company’s primary sources of liquidity in fiscal 2014 are expected to be cash and cash equivalents on hand at July 27, 2013 and operating cash flow generated in fiscal 2014.
 
At July 27, 2013, the Company had a $22,421 note receivable due from Wakefern earning a fixed rate of 7%. Previously, this 15-month note was automatically extended for additional, recurring 90-day periods, unless, not later than one year prior to the due date, the Company notified Wakefern requesting payment on the due date. Wakefern has the right to prepay this note at any time and notified the Company that they intend to prepay the note on February 15, 2014.
 
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 27, 2013 or July 28, 2012 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 27, 2013, the Company was in compliance with all terms and covenants of the revolving loan agreement. Under the above covenants, Village had approximately $138,104 of net worth available at July 27, 2013 for the payment of dividends.
 
During fiscal 2013, Village paid cash dividends of $24,048. Dividends in fiscal 2013 consist of $2.00 per Class A common share and $1.30 per Class B common share. These amounts include $12,009 of special dividends paid in December 2012, comprised of $1.00 per Class A common share and $0.65 per Class B common share.
 
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.
 
 
16

 
 
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
 
The table below presents significant contractual obligations of the Company at July 27, 2013:
 
   
Payments due by fiscal period
                               
   
2014
   
2015
   
2016
   
2017
   
2018
   
Thereafter
   
Total
 
                                           
Capital and financing leases (2)
  $ 4,285     $ 4,476     $ 4,491     $ 4,491     $ 4,576     $ 79,631     $ 101,950  
Operating leases (2)
    11,204       10,904       9,610       6,928       5,793       43,552       87,991  
Notes payable to Related Party
    600       667       518       446       88       -       2,319  
    $ 16,089     $ 16,047     $ 14,619     $ 11,865     $ 10,457     $ 123,183     $ 192,260  
 
(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 2013: Real estate taxes - $4,504; common area maintenance - $1,973; insurance - $270; and contingent rentals - $960.
(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 2014 to fund Company-sponsored defined benefit pension plans compared to actual contributions of $3,254 in fiscal 2013. The table also excludes contributions under various multi-employer pension plans, which totaled $5,046 in fiscal 2013.
(4)
The amount of unrecognized tax benefits of $11,466 at July 27, 2013 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; uninsured losses; expected pension plan contributions; projected capital expenditures; expected dividend payments; 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 1.5% to 3.5% in fiscal 2014.
   
·
During the last few years, the supermarket industry was impacted by changing consumer behavior due to the weak economy and high unemployment.  Consumers continue to spend 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 2014.
   
·
We expect modest retail price inflation in fiscal 2014.
   
·
We have budgeted $35,000 for capital expenditures in fiscal 2014. This amount includes the construction of two replacement stores, one of which began in fiscal 2013.
   
·
The Board’s current intention is to continue to pay quarterly dividends in 2014 at the most recent rate of $.25 per Class A and $.1625 per Class B share.
   
·
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 2014 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.
 
 
17

 
 
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. Marketing and other costs are 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.
   
·
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 91% of our employees are covered by collective bargaining agreements. Contracts with the Company’s seven unions expire between October 2013 and July 2016.  Approximately 49% of our associates are represented by unions whose contracts have already expired or expire within one year.  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.
   
·
The Company is constructing two replacement stores.  At the time the replacement stores are expected to open, we will have rental obligations for several years remaining on the existing stores.  If we are unable to sublease the existing stores on terms similar to the current rent or otherwise mitigate the rental obligations, we may incur charges for these obligations at the time the existing stores are closed.
   
·
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 long-lived assets, primarily stores, are subject to periodic testing for impairment. Failure of our asset groups to achieve sufficient levels of cash flow could result in impairment charges on long-lived assets.
   
·
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.
 
 
18

 
 
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 27, 2013, the Company’s indebtedness to Wakefern for the outstanding amount of this stock subscription was $2,319. The maximum per store investment, which is currently $825, increased by $25 in both fiscal 2013 and 2012, resulting in additional investments of $949 and $622, 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 27, 2013, the Company had a $22,421 note receivable due from Wakefern earning a fixed rate of 7%. Previously, this 15-month note was automatically extended for additional, recurring 90-day periods, unless, not later than one year prior to the due date, the Company notified Wakefern requesting payment on the due date. Wakefern has the right to prepay this note at any time and notified the Company that they intend to prepay the note on February 15, 2014.
 
At July 27, 2013, Village had demand deposits invested at Wakefern in the amount of $85,222. These deposits earn overnight money market rates.
 
The Company subleases the Galloway and Vineland stores from Wakefern at combined current annual rents of $1,237. 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, $640 and $615 in fiscal years 2013, 2012 and 2011, 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 $834, $801 and $764 in fiscal years 2013, 2012 and 2011, respectively. In fiscal 2013, the Company recognized income from partnerships of $1,450 resulting from distributions received from two of these partnerships that exceeded the invested amounts.
 
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 slight inflation in fiscal 2013 as compared to substantial inflation in fiscal 2012. The Company recorded a pre-tax LIFO benefit of $56 in fiscal 2013, compared to pre-tax LIFO charges of $601 and $412 in fiscal 2012 and 2011, respectively. The Company calculates LIFO based on CPI indices published by the Department of Labor, which indicated weighted-average CPI changes of (0.1%), 2.1% and 1.3%, in fiscal 2013, 2012 and 2011, respectively.
 
MARKET RISK
 
At July 27, 2013, the Company had demand deposits of $85,222 at Wakefern earning interest at overnight money market rates, which are exposed to the impact of interest rate changes.
 
At July 27, 2013, the Company had a $22,421 note receivable due from Wakefern earning a fixed rate of 7%. Previously, this 15-month note was automatically extended for additional, recurring 90-day periods, unless, not later than one year prior to the due date, the Company notified Wakefern requesting payment on the due date. Wakefern has the right to prepay this note at any time and notified the Company that they intend to prepay the note on February 15, 2014.
 
 
19

 
 
ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 (In thousands)
 
   
July 27,
2013
   
July 28,
2012
 
ASSETS
           
Current Assets
           
Cash and cash equivalents
  $ 109,571     $ 103,103  
Merchandise inventories
    41,515       40,599  
Patronage dividend receivable
    11,810       10,774  
Note receivable from Wakefern
    22,421       -  
Other current assets
    20,047       17,102  
                 
Total current assets
    205,364       171,578  
                 
Note receivable from Wakefern
    -       20,918  
Property, equipment and fixtures, net
    176,981       172,420  
Investment in Wakefern
    24,355       23,406  
Goodwill
    12,057       12,057  
Other assets
    8,655       9,159  
                 
Total assets
  $ 427,412     $ 409,538  
                 
LIABILITIES and SHAREHOLDERS’ EQUITY
               
Current Liabilities
               
Capital and financing lease obligations
  $ 10     $ -  
Notes payable to Wakefern
    600       473  
Accounts payable to Wakefern
    59,465       55,441  
Accounts payable and accrued expenses
    16,999       16,056  
Accrued wages and benefits
    14,710       12,802  
Income taxes payable
    19,281       15,134  
                 
Total current liabilities
    111,065       99,906  
                 
Long-term Debt
               
Capital and financing lease obligations
    41,019       40,792  
Notes payable to Wakefern
    1,719       2,357  
                 
Total long-term debt
    42,738       43,149  
                 
Pension liabilities
    20,062       29,763  
Other liabilities
    8,987       6,409  
                 
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 9,440 shares at July 27, 2013 and 7,883 shares at July 28, 2012
    44,543       39,570  
Class B common stock, no par value: Authorized 20,000 shares; issued and outstanding 4,780 shares at July 27, 2013 and 6,335 shares at July 28, 2012
    776       1,028  
Retained earnings
    211,109       209,373  
Accumulated other comprehensive loss
    (8,467 )     (15,474 )
Less treasury stock, Class A, at cost (375 shares at July 27, 2013 and 461 shares at July 28, 2012)
    (3,401 )     (4,186 )
                 
Total shareholders’ equity
    244,560       230,311  
                 
Total liabilities and shareholders' equity
  $ 427,412     $ 409,538  
 
See notes to consolidated financial statements.
 
 
20

 
 
VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
 (In thousands, except per share amounts)
[
   
Years ended
 
   
July 27,
 2013
   
July 28,
2012
   
July 30,
 2011
 
                   
Sales
  $ 1,476,457     $ 1,422,243     $ 1,298,928  
Cost of sales
    1,078,696       1,033,416       948,769  
                         
Gross profit
    397,761       388,827       350,159  
                         
Operating and administrative expense
    333,230       313,516       293,222  
Depreciation and amortization
    20,354       19,759       18,621  
                         
Operating income
    44,177       55,552       38,316  
                         
Income from partnerships
    1,450       -       -  
Interest expense
    (3,771 )     (4,415 )     (4,280 )
Interest income
    2,783       2,571       2,207  
                         
Income before income taxes
    44,639       53,708       36,243  
Income taxes
    18,855       22,263       15,261  
                         
Net income
  $ 25,784     $ 31,445     $ 20,982  
                         
Net income per share:
                       
Class A common stock:
                       
Basic
  $ 2.18     $ 2.74     $ 1.86  
Diluted
  $ 1.85     $ 2.28     $ 1.54  
                         
Class B common stock:
                       
Basic
  $ 1.36     $ 1.78     $ 1.21  
Diluted
  $ 1.36     $ 1.77     $ 1.21  
 
See notes to consolidated financial statements.

 
21

 

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 (in thousands)
   
Years ended
 
   
July 27,
2013
   
July 28,
2012
   
July 30,
2011
 
                   
Net income
  $ 25,784     $ 31,445     $ 20,982  
                         
Other comprehensive income (loss):
                       
Amortization of pension actuarial loss, net of tax (1)
    1,309       780       991  
Pension adjustment to funded status, net of tax (2)
    5,698       (5,112 )     (1,712 )
Total other comprehensive income (loss)
    7,007       (4,332 )     (721 )
                         
Comprehensive income
  $ 32,791     $ 27,113     $ 20,261  
                         
(1) Amounts are net of tax of $872, $519 and $660 for 2013, 2012 and 2011, respectively.
         
(2) Amounts are net of tax of $3,800, $3,429 and $1,140 for 2013, 2012 and 2011, respectively.
         

See notes to consolidated financial statements.

 
22

 

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in thousands)
 
Years ended July 27, 2013, July 28, 2012, and July 30, 2011
 
     
Class A Common Stock
     
Class B Common Stock
     
Retained
      Accumulated other comprehensive      
Treasury Stock Class A
   
Total
 shareholders'
 
   
Shares Issued
   
Amount
   
Shares Issued
   
Amount
     Earnings      income (loss)    
Shares
   
Amount
     equity  
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  
Other comprehensive loss, net of tax of $480
    -       -       -       -       -       (721 )     -       -       (721 )
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  
Other comprehensive loss, net of tax of $2,910
    -       -       -       -       -       (4,332 )     -       -       (4,332 )
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  
Net income
    -       -       -       -       25,784       -       -       -       25,784  
Other comprehensive income, net of tax of $4,672
    -       -       -       -       -       7,007       -       -       7,007  
Dividends
    -       -       -       -       (24,048 )     -       -       -       (24,048 )
Exercise of stock options
    -       957       -       -       -       -       (86 )     785       1,742  
Share-based compensation expense
    2       3,222       -       -       -       -       -       -       3,222  
Excess tax benefits from exercise of stock options and restricted share vesting
    -       542       -       -       -       -       -       -       542  
Conversion of Class B shares to Class A shares
    1,555       252       (1,555 )     (252 )     -       -       -       -       -  
Balance, July 27, 2013
    9,440     $ 44,543       4,780     $ 776     $ 211,109     $ (8,467 )     375     $ (3,401 )   $ 244,560  
 
See notes to consolidated financial statements.
 
 
23

 

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 
 
   
Years ended
 
   
July 27,
2013
   
July 28,
2012
   
July 30,
2011
 
                   
CASH FLOWS FROM OPERATING ACTIVITIES
                 
Net income
  $ 25,784     $ 31,445     $ 20,982  
Adjustments to reconcile net income to net cash provided by operating activities:
                       
Depreciation and amortization
    20,354       19,759       18,621  
Non-cash share-based compensation
    3,222       3,180       3,007  
Deferred taxes
    (3,499 )     1,089       (1,543 )
Provision to value inventories at LIFO
    (56 )     601       412  
Income from partnerships
    (1,450 )     -       -  
                         
Changes in assets and liabilities, net of effects of stores acquired:
                       
Merchandise inventories
    (860 )     (1,423 )     (2,703 )
Patronage dividend receivable
    (1,036 )     (1,756 )     (260 )
Accounts payable to Wakefern
    4,024       32       8,321  
Accounts payable and accrued expenses
    (1,778 )     643       2,408  
Accrued wages and benefits
    1,908       (6,415 )     7,269  
Income taxes payable
    4,147       (2,745 )     2,268  
Other assets and liabilities
    513       (978 )     5,362  
                         
Net cash provided by operating activities
    51,273       43,432       64,144  
                         
CASH FLOWS FROM INVESTING ACTIVITIES
                       
Capital expenditures
    (21,888 )     (16,729 )     (13,346 )
Investment in note receivable from Wakefern
    (1,503 )     (1,406 )     (1,308 )
Store acquisitions
    -       (4,123 )     (6,595 )
Proceeds from partnerships
    1,980       -       -  
                         
Net cash used in investing activities
    (21,411 )     (22,258 )     (21,249 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
Proceeds from exercise of stock options
    1,742       1,353       727  
Excess tax benefit related to share-based compensation
    542       275       703  
Principal payments of long-term debt
    (1,630 )     (1,294 )     (749 )
Dividends
    (24,048 )     (9,758 )     (19,086 )
Treasury stock purchases
    -       (9 )     (2,171 )
                         
Net cash used in financing activities
    (23,394 )     (9,433 )     (20,576 )
                         
NET INCREASE IN CASH AND CASH EQUIVALENTS
    6,468       11,741       22,319  
                         
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
    103,103       91,362       69,043  
                         
CASH AND CASH EQUIVALENTS, END OF YEAR
  $ 109,571     $ 103,103     $ 91,362  
                         
SUPPLEMENTAL DISCLOSURES OF CASH PAYMENTS MADE FOR:
                       
Interest
  $ 4,012     $ 4,116     $ 4,280  
Income taxes
    17,665       23,076       12,095  
                         
NONCASH SUPPLEMENTAL DISCLOSURES:
                       
Investment in Wakefern
  $ -     $ 323     $ 1,550  
 
See notes to consolidated financial statements.
 
 
24

 
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(All amounts are in thousands, except per share data)
 
NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Nature of operations

Village Super Market, Inc. (the “Company” or “Village”) operates a chain of 29 ShopRite supermarkets in New Jersey, eastern Pennsylvania and Maryland. On January 29, 2012, Village acquired store fixtures, leasehold interests and other assets of the ShopRite in Old Bridge, NJ for $3,250 plus inventory and other working capital for $1,116.  In July 2011, Village acquired the store fixtures, leases and other assets of two locations in Maryland for $6,595 from SuperFresh.  These stores opened as ShopRites on July 28, 2011 after remodeling. The Company is a member of Wakefern Food Corporation (“Wakefern”), the largest retailer-owned food cooperative in the United States.

Principles of consolidation

The consolidated financial statements include the accounts of Village Super Market, Inc. and its subsidiaries, which are wholly owned. Intercompany balances and transactions have been eliminated.

Fiscal year

The Company and its subsidiaries utilize a 52-53 week fiscal year ending on the last Saturday in the month of July. Fiscal 2013, 2012 and 2011 contain 52 weeks.

Industry segment 

The Company consists of one operating segment, the retail sale of food and nonfood products.

Revenue recognition

Merchandise sales are recognized at the point of sale to the customer. Sales tax is excluded from revenue. Discounts provided to customers through ShopRite coupons and loyalty programs are recognized as a reduction of sales as the products are sold.

Cash and cash equivalents

The Company considers all highly liquid investments purchased with a maturity of three months or less and proceeds due from credit and debit card transactions with settlement terms of less than five days to be cash equivalents. Included in cash and cash equivalents at July 27, 2013 and July 28, 2012 are $85,222 and $82,294, respectively, of demand deposits invested at Wakefern at overnight money market rates.

Merchandise inventories

Approximately 65% of merchandise inventories are stated at the lower of LIFO (last-in, first-out) cost or market. If the FIFO (first-in, first-out) method had been used, inventories would have been $14,786 and $14,842 higher than reported in fiscal 2013 and 2012, respectively. All other inventories are stated at the lower of FIFO cost or market.

Vendor allowances and rebates

The Company receives vendor allowances and rebates, including the patronage dividend and amounts received as a pass through from Wakefern, related to the Company’s buying and merchandising activities. Vendor allowances and rebates are recognized as a reduction in cost of sales when the related merchandise is sold or when the required contractual terms are completed.

Property, equipment and fixtures

Property, equipment and fixtures are recorded at cost. Interest cost incurred to finance construction is capitalized as part of the cost of the asset. Maintenance and repairs are expensed as incurred.

Depreciation is provided on a straight-line basis over estimated useful lives of thirty years for buildings, ten years for store fixtures and equipment, and three years for vehicles. Leasehold improvements are amortized over the shorter of the related lease terms or the estimated useful lives of the related assets.

 
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When assets are sold or retired, their cost and accumulated depreciation are removed from the accounts, and any gain or loss is reflected in the consolidated financial statements.

Investments

The Company’s investments in its principal supplier, Wakefern, and a Wakefern affiliate, Insure-Rite, Ltd., are stated at cost (see Note 3). Village evaluates its investments in Wakefern and Insure-Rite, Ltd. for impairment through consideration of previous, current and projected levels of profit of those entities.

The Company’s 20%-50% investments in certain real estate partnerships are accounted for under the equity method. One of these partnerships is a variable interest entity which does not require consolidation as Village is not the primary beneficiary (see Note 6).

Store opening and closing costs

All store opening costs are expensed as incurred. The Company records a liability for the future minimum lease payments and related costs for closed stores from the date of closure to the end of the remaining lease term, net of estimated cost recoveries that may be achieved through subletting, discounted using a risk-adjusted interest rate.

Leases

Leases that meet certain criteria are classified as capital leases, and assets and liabilities are recorded at amounts equal to the lesser of the present value of the minimum lease payments or the fair value of the leased properties at the inception of the respective leases. Such assets are amortized on a straight- line basis over the shorter of the related lease terms or the estimated useful lives of the related assets. Amounts representing interest expense relating to the lease obligations are recorded to effect constant rates of interest over the terms of the leases. Leases that do not qualify as capital leases are classified as operating leases. The Company accounts for rent holidays, escalating rent provisions, and construction allowances on a straight-line basis over the term of the lease.

For leases in which the Company is involved with the construction of the store, if Village concludes that it has substantively all of the risks of ownership during construction of the leased property and therefore is deemed the owner of the project for accounting purposes, an asset and related financing obligation are recorded for the costs paid by the landlord. Once construction is complete, the Company considers the requirements for sale-leaseback treatment. If the arrangement does not qualify for sale-leaseback treatment, the Company amortizes the financing obligation and depreciates the building over the lease term.

Advertising

Advertising costs are expensed as incurred. Advertising expense was $11,018, $10,952 and $9,294 in fiscal 2013, 2012 and 2011, respectively.

Income taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.

The Company recognizes a tax benefit for uncertain tax positions if it is “more likely than not” that the position is sustainable, based on its technical merits. The tax benefit of a qualifying position is the largest amount of tax benefit that is greater than 50% likely of being realized upon effective settlement with a taxing authority having full knowledge of all relevant information.

Use of estimates

In conformity with U.S. generally accepted accounting principles, management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates are patronage dividends, pension accounting assumptions, share-based compensation assumptions, accounting for uncertain tax positions, accounting for contingencies and the impairment of long-lived assets and goodwill. Actual results could differ from those estimates.

Fair value

Fair value is defined as the exit price that would be received to sell an asset or paid to transfer a liability. Fair value is a market-based measurement that should be determined using assumptions that market participants would use in pricing an asset or liability. The fair value guidance establishes a three-level hierarchy to prioritize the inputs used in measuring fair value. The levels within the hierarchy range from Level 1 having the highest priority to Level 3 having the lowest.

 
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Cash and cash equivalents, patronage dividends receivable, accounts payable and accrued expenses are reflected in the consolidated financial statements at carrying value, which approximates fair value because of the short-term maturity of these instruments. The carrying values of the Company’s notes receivable from Wakefern and short and long-term notes payable approximate their fair value based on the short duration of these instruments. As the Company’s investments in Wakefern can only be sold to Wakefern at amounts that approximate the Company’s cost, it is not practicable to estimate the fair value of such investments.

Long-lived assets

The Company reviews long-lived assets, such as property, equipment and fixtures on an individual store basis for impairment when circumstances indicate the carrying amount of an asset group may not be recoverable. Such review analyzes the undiscounted estimated future cash flows from such assets 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 assets to their carrying value.

Goodwill

Goodwill is tested at the end of each fiscal year, or more frequently if circumstances dictate, for impairment. An impairment loss is recognized to the extent that the carrying amount of goodwill exceeds its implied fair value. Village operates as a single reporting unit for purposes of evaluating goodwill for impairment and primarily considers earnings multiples and other valuation techniques to measure fair value, in addition to the value of the Company’s stock.

During fiscal 2012, the Company recorded additional goodwill related to the acquisition of the ShopRite in Old Bridge, NJ of $1,452, all of which is deductible for tax purposes.

Net income per share

The Company has two classes of common stock. Class A common stock is entitled to cash dividends as declared 54% greater than those paid on Class B common stock. Shares of Class B common stock are convertible on a share-for-share basis for Class A common stock at any time.

The Company utilizes the two-class method of computing and presenting net income per share. The two-class method is an earnings allocation formula that calculates basic and diluted net income per share for each class of common stock separately based on dividends declared and participation rights in undistributed earnings. Under the two-class method, Class A common stock is assumed to receive a 54% greater participation in undistributed earnings than Class B common stock, in accordance with the classes respective dividend rights. Unvested share-based payment awards that contain nonforfeitable rights to dividends are treated as participating securities and therefore included in computing net income per share using the two-class method.

Diluted net income per share for Class A common stock is calculated utilizing the if-converted method, which assumes the conversion of all shares of Class B common stock to Class A common stock on a share-for- share basis, as this method is more dilutive than the two-class method. Diluted net income per share for Class B common stock does not assume conversion of Class B common stock to shares of Class A common stock.

 
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The tables below reconcile the numerators and denominators of basic and diluted net income per share for all periods presented.

   
2013
   
2012
   
2011
 
   
Class A
   
Class B
   
Class A
   
Class B
   
Class A
   
Class B
 
Numerator:
                                   
Net income allocated, basic
  $ 18,089     $ 7,053     $ 19,314     $ 11,317     $ 12,752     $ 7,741  
Conversion of Class B to Class A shares
    7,053       -       11,317       -       7,741       -  
Effect of share-based compensation on allocated net income
    6       (5 )     94       (54 )     8       (6 )
Net income allocated, diluted
  $ 25,148     $ 7,048     $ 30,725     $ 11,263     $ 20,501     $ 7,735  
                                                 
Denominator:
                                               
Weighted average shares outstanding, basic
    8,297       5,197       7,045       6,358       6,873       6,376  
Conversion of Class B to Class A shares
    5,197       -       6,358       -       6,376       -  
Dilutive effect of share-based compensation
    112       -       81       -       106       -  
Weighted average shares outstanding, diluted
    13,606       5,197       13,484       6,358       13,355       6,376  

Net income per share is as follows:
 
   
2013
   
2012
   
2011
 
   
Class   A
   
Class   B
   
Class   A
   
Class   B
   
Class   A
   
Class   B
 
                                     
Basic
  $ 2.18     $ 1.36     $ 2.74     $ 1.78     $ 1.86     $ 1.21  
Diluted
  $ 1.85     $ 1.36     $ 2.28     $ 1.77     $ 1.54     $ 1.21  

Outstanding stock options to purchase Class A shares of 5, 222 and 246 were excluded from the calculation of diluted net income per share at July 27, 2013, July 28, 2012 and July 30, 2011, respectively, as a result of their anti-dilutive effect. In addition, 299, 299 and 292 non-vested restricted Class A shares, which are considered participating securities, and their allocated net income were excluded from the diluted net income per share calculation at July 27, 2013, July 28, 2012 and July 30, 2011, respectively, due to their anti-dilutive effect.

Share-based compensation

All share-based payments to employees are recognized in the financial statements as compensation costs based on the fair market value on the date of the grant.

Benefit plans

The Company recognizes the funded status of its Company sponsored retirement plans on the consolidated balance sheet. Actuarial gains or losses, prior service costs or credits and transition obligations not previously recognized are recorded as a component of Accumulated Other Comprehensive Income (Loss).

The Company also contributes to several multi-employer pension plans under the terms of collective bargaining agreements that cover certain union-represented employees.  Pension expense for these plans is recognized as contributions are made.
 

 
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NOTE 2 — PROPERTY, EQUIPMENT and FIXTURES

Property, equipment and fixtures are comprised as follows:
 
   
July 27,
2013
   
July 28,
2012
 
Land and buildings
  $ 78,786     $ 78,946  
Store fixtures and equipment
    190,957       178,589  
Leasehold improvements
    82,523       79,429  
Leased property under capital leases
    21,686       21,686  
Construction in progress
    12,231       4,053  
Vehicles
    2,581       2,342  
                 
  Total property, equipment and fixtures
    388,764       365,045  
Accumulated depreciation
    (207,161 )     (188,722 )
Accumulated amortization of property under capital leases
    (4,622 )     (3,903 )
                 
  Property, equipment and fixtures, net
  $ 176,981     $ 172,420  

Amortization of leased property under capital and financing leases is included in depreciation and amortization expense.

NOTE 3 — RELATED PARTY INFORMATION - WAKEFERN

The Company’s ownership interest in its principal supplier, Wakefern, which is operated on a cooperative basis for its stockholder members, is 13.7% of the outstanding shares of Wakefern at July 27, 2013. The investment is pledged as collateral for any obligations to Wakefern. In addition, all obligations to Wakefern are personally guaranteed by certain shareholders of Village.

The Company is obligated to purchase 85% of its primary merchandise requirements from Wakefern until ten years from the date that stockholders representing 75% of Wakefern sales notify Wakefern that those stockholders request that the Wakefern Stockholder Agreement be terminated. If this purchase obligation is not met, Village is required to pay Wakefern’s profit contribution shortfall attributable to this failure. Similar payments are due if Wakefern loses volume by reason of the sale of Company stores or a merger with another entity. Village fulfilled the above obligation in fiscal 2013, 2012 and 2011. The Company also has an investment of approximately 8.1% in Insure-Rite, Ltd., a Wakefern affiliated company, that provides Village with liability and property insurance coverage.

Wakefern has increased from time to time the required investment in its common stock for each supermarket owned by a member, with the exact amount per store computed based on the amount of each store’s purchases from Wakefern. At July 27, 2013, the Company’s indebtedness to Wakefern for the outstanding amount of these stock subscriptions was $2,319. Installment payments are due as follows:  2014 - $600; 2015 - $667; 2016 - $518; 2017 - $446; 2018 - $88 and none thereafter. The maximum per store investment, which is currently $825, increased by $25 in both fiscal 2013 and 2012, resulting in additional investments of $949 and $622, respectively. Village receives additional shares of common stock to the extent paid for at the end of each fiscal year (September 30) of Wakefern calculated at the then book value of such shares. The payments, together with any stock issued thereunder, at the option of Wakefern, may be null and void and all payments on this subscription shall become the property of Wakefern in the event the Company does not complete the payment of this subscription in a timely manner.

Village purchases substantially all of its merchandise from Wakefern. Wakefern distributes as a “patronage dividend” to each member a share of substantially all of its earnings in proportion to the dollar volume of purchases by the member from Wakefern during the year. Patronage dividends and other vendor allowances and rebates amounted to $24,779, $23,953 and $17,724 in fiscal 2013, 2012 and 2011, respectively.

Wakefern provides the Company with support services in numerous areas including advertising, supplies, liability and property insurance, technology support and other store services. Village incurred charges of $29,973, $27,991 and $23,453, from Wakefern in fiscal 2013, 2012 and 2011, respectively, for these services, which are reflected in operating and administrative expense in the consolidated statements of operations. Additionally, the Company has certain related party leases (see Note 6) with Wakefern.
 
At July 27, 2013, the Company had a $22,421 note receivable due from Wakefern earning a fixed rate of 7%. Previously, this 15-month note was automatically extended for additional, recurring 90-day periods, unless, not later than one year prior to the due date, the Company notified Wakefern requesting payment on the due date. Wakefern has the right to prepay this note at any time and notified the Company that they intend to prepay the note on February 15, 2014.
 
 
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At July 27, 2013, the Company had demand deposits invested at Wakefern in the amount of $85,222. These deposits earn overnight money market rates.

Interest income earned on investments with Wakefern was $2,783, $2,571 and $2,207, in fiscal 2013, 2012 and 2011, respectively.

NOTE 4 — DEBT

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 27, 2013 or July 28, 2012 under this facility.

The revolving loan agreement provides for up to $3,000 of letters of credit ($2,461  outstanding at July 27, 2013), which secure obligations for self-insured workers’ compensation claims and construction performance guarantees to municipalities. 

This 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 27, 2013, the Company was in compliance with all covenants of the revolving loan agreement. Under the above covenants, Village had approximately $138,104 of net worth available at July 27, 2013 for the payment of dividends.

NOTE 5 — INCOME TAXES

The components of the provision for income taxes are:

   
2013
   
2012
   
2011
 
Federal:
                 
Current
  $ 17,215     $ 16,009     $ 12,539  
Deferred
    (3,021 )     931       (952 )
                         
State:
                       
Current
    5,139       5,165       4,265  
Deferred
    (478 )     158       (591 )
                         
    $ 18,855     $ 22,263     $ 15,261  
 
 
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Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows:

   
July 27,
2013
   
July 28,
2012