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Note 3 - Related Party Information - Wakefern
12 Months Ended
Jul. 27, 2013
Notes  
Note 3 - Related Party Information - Wakefern

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 - $88and 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.  

 

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.