NEW JERSEY
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22-1576170
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(State or other jurisdiction of incorporation or organization)
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(I. R. S. Employer Identification No.)
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733 MOUNTAIN AVENUE, SPRINGFIELD, NEW JERSEY
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07081
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(Address of principal executive offices)
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(Zip Code)
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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(973) 467-2200
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Securities registered pursuant to Section 12(b) of the Act:
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Class A common stock, no par value
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The NASDAQ Stock Market
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(Title of Class)
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(Name of exchange on which registered)
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Securities registered pursuant to Section 12(g) of the Act: NONE
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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
x
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Emerging growth company
o
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Outstanding at
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Class
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October 10, 2018
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Class A common stock, no par value
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10,078,896 Shares
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Class B common stock, no par value
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4,303,748 Shares
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Total Square Feet
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Number of Stores
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Greater than 60,000
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15
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50,001 to 60,000
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8
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40,000 to 50,000
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5
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Less than 40,000
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2
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Total
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30
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Product Categories
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|||||||
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2018
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2017
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2016
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|||
Groceries
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36.3
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%
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36.3
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%
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36.1
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%
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Dairy and Frozen
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16.9
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16.8
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17.0
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Produce
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12.1
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12.1
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12.1
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Meats
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9.9
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10.0
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10.2
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Non-Foods
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8.3
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8.4
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8.4
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Deli and Prepared Food
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7.2
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7.0
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6.8
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Pharmacy
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4.3
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4.5
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4.5
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Seafood
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2.5
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2.4
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2.4
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Bakery
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2.1
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2.1
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2.1
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Liquor
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0.4
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0.4
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0.4
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100
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%
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100
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%
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100
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%
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2018
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High
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Low
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||||
4th Quarter
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$
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31.28
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$
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27.19
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3rd Quarter
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27.79
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22.50
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2nd Quarter
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25.92
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22.67
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1st Quarter
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25.80
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22.90
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2017
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High
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Low
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||||
4th Quarter
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$
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27.05
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$
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23.96
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3rd Quarter
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31.03
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25.98
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2nd Quarter
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36.39
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29.90
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1st Quarter
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32.84
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30.02
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For year
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July 28, 2018
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July 29, 2017
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July 30,
2016 |
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July 25,
2015 |
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July 26,
2014 |
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|||||||||||||
Sales
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$
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1,612,015
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$
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1,604,574
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$
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1,634,904
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$
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1,583,789
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$
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1,518,636
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Net income
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25,080
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(1)
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22,921
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25,044
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(2
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)
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30,620
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(3
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)
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5,045
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(4
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)
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|||||
Net income as a % of sales
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1.56
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%
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1.43
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%
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1.53
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%
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1.93
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%
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0.33
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%
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||||||||
Net income per share:
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Class A common stock:
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Basic
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$
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1.95
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$
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1.80
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$
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1.98
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$
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2.44
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$
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0.41
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Diluted
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1.74
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1.60
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1.77
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2.16
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0.36
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Class B common stock:
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Basic
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1.27
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1.16
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1.29
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1.58
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0.26
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||||||||
Diluted
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1.27
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1.16
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1.29
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1.58
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0.26
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Cash dividends per share:
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Class A
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1.00
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1.00
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1.00
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1.00
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1.00
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Class B
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0.65
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0.65
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0.65
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0.65
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0.65
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At year-end
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Total assets
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$
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481,590
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$
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455,225
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$
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450,254
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$
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431,889
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$
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457,412
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Long-term debt
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48,186
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42,646
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43,561
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44,425
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45,242
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||||||||
Working capital
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89,201
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85,279
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60,538
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41,760
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16,782
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||||||||
Shareholders’ equity
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303,145
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286,820
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271,735
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252,767
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233,136
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Book value per share
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21.08
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19.93
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19.20
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17.84
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16.59
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Other data
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Same store sales trend (5)
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0.2
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%
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0.0
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%
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1.4
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%
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2.1
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%
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0.2
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%
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||||||||
Total square feet
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1,770,000
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1,717,000
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1,717,000
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1,717,000
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1,700,000
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||||||||
Average total sq. ft. per store
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59,000
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59,000
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59,000
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59,000
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59,000
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||||||||
Selling square feet
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1,384,000
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1,353,000
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1,353,000
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1,353,000
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1,339,000
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||||||||
Sales per average square foot of selling space (6)
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$
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1,188
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$
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1,186
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$
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1,208
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$
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1,177
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$
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1,153
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Number of stores
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30
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29
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29
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29
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29
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Sales per average number of stores (6)
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$
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55,450
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$
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55,330
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$
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56,376
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$
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54,613
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$
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52,367
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Capital expenditures and acquisitions
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35,464
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27,726
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19,971
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23,517
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50,322
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First
Quarter
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Second
Quarter
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Third
Quarter
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Fourth
Quarter
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Fiscal
Year
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||||||||||
2018
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||||||||||
Sales
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$
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386,474
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$
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417,382
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$
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394,608
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$
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413,551
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$
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1,612,015
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Gross profit
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103,879
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112,285
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108,877
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113,961
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439,002
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|||||
Net income
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3,016
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9,511
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6,542
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6,011
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25,080
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Net income per share:
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|||||
Class A common stock:
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|||||
Basic
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0.23
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0.74
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0.51
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0.47
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1.95
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|||||
Diluted
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0.21
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0.66
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0.45
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0.42
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1.74
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Class B common stock:
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|||||
Basic
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0.15
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0.48
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0.33
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0.30
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1.27
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|||||
Diluted
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0.15
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0.48
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0.33
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0.30
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1.27
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|||||
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2017
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|||||
Sales
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$
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389,692
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$
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412,215
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$
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391,984
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$
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410,683
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$
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1,604,574
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Gross profit
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104,648
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111,238
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108,336
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112,489
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436,711
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|||||
Net income
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4,109
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5,992
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|
6,015
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6,805
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22,921
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|||||
Net income per share:
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|||||
Class A common stock:
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|||||
Basic
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0.32
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0.47
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0.47
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0.53
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1.80
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|||||
Diluted
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0.29
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0.42
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0.42
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0.47
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1.60
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Class B common stock:
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|||||
Basic
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0.21
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0.31
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0.30
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0.34
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|
1.16
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|||||
Diluted
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0.21
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0.31
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0.30
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0.34
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1.16
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|
July 28, 2018
|
|
July 29, 2017
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||
Sales
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100.00
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%
|
|
100.00
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%
|
Cost of sales
|
72.77
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%
|
|
72.78
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%
|
Gross profit
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27.23
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%
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27.22
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%
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Operating and administrative expense
|
23.61
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%
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23.15
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%
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Depreciation and amortization
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1.55
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%
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|
1.53
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%
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Operating income
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2.07
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%
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|
2.54
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%
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Interest expense
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(0.28
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)%
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(0.28
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)%
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Interest income
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0.24
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%
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0.18
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%
|
Income before income taxes
|
2.03
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%
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2.44
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%
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Income taxes
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0.48
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%
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|
1.01
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%
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Net income
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1.55
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%
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1.43
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%
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•
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We expect the same store sales increase to range from
.5%
to
2.5%
in fiscal 2019.
|
•
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We have budgeted
$40,000
for capital expenditures in fiscal
2019
. Planned expenditures include the construction of a replacement store in Stroudsburg, Pennsylvania, three minor remodels, expansion of self-checkout across most stores and other various technology, equipment and facility upgrades.
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•
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The Board’s current intention is to continue to pay quarterly dividends in
2019
at the most recent rate of $.25 per Class A and $.1625 per Class B share.
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•
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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
2019
to be in the range of 30% - 31%. The reduction in the expected effective income tax rate is due primarily to realizing the full impact of the 21% federal corporate tax rate as a result of the Tax Cuts and Jobs Act, partially offset by New Jersey Assembly Bill 4202 which will temporarily increase the New Jersey corporate tax rate to 11.5% for fiscal 2019.
|
•
|
We expect operating expenses will be affected by spends on operational proficiency initiatives and increased costs in certain areas, such as medical and other fringe benefit costs.
|
•
|
We expect approximately
$1,300
of net periodic pension costs in fiscal
2019
related to the
four
Company sponsored defined benefit pension plans. The Company expects to contribute
$3,000
in cash to all defined benefit pension plans in fiscal
2019
.
|
•
|
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 directly with multiple retail formats both in-store and online, 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. 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 two stores in Maryland, one in northeastern Pennsylvania and one in New York City. 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 rate fluctuations, movements in energy costs, social programs, minimum wage legislation, unemployment rates and changing demographics may adversely affect our sales and profits.
|
•
|
Village purchases substantially all of its merchandise from Wakefern. In addition, Wakefern provides the Company with support services in numerous areas including advertising, liability and property insurance, supplies, certain equipment purchasing, coupon processing, certain financial accounting applications, retail technology support, and other store services. Further, Village receives patronage dividends and other product incentives from Wakefern.
|
•
|
Approximately
89%
of our employees are covered by collective bargaining agreements. Any work stoppages could have an adverse impact on our financial results. If we are unable to control health care and pension costs provided for in the collective bargaining agreements, we may experience increased operating costs.
|
•
|
The Company 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.
|
•
|
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, withdrawals by other participating employers and the actual return on assets held in the plans, among other factors.
|
•
|
The Company uses a combination of insurance and self-insurance to provide for potential liability for workers’ compensation, automobile and general liability, property, director and officers’ liability, and certain employee health care benefits. Any projection of losses is subject to a high degree of variability. Changes in legal claims, trends and interpretations, variability in inflation rates, changes in the nature and method of claims settlement, benefit level changes due to changes in applicable laws, and insolvency of insurance carriers could all affect our financial condition, results of operations, or cash flows.
|
•
|
Our long-lived assets, primarily store property, equipment and fixtures, 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.
|
•
|
Wakefern provides all members of the cooperative with information system support that enables us to effectively manage our business data, customer transactions, ordering, communications and other business processes. These information systems are subject to damage or interruption from power outages, computer or telecommunications failures, computer viruses and related malicious software, catastrophic weather events, or human error. Any material interruption of our or Wakefern’s information systems could have a material adverse impact on our results of operations.
|
VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
|
|||||||
|
July 28,
2018 |
|
July 29,
2017 |
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
96,108
|
|
|
$
|
87,435
|
|
Merchandise inventories
|
39,413
|
|
|
41,852
|
|
||
Patronage dividend receivable
|
11,937
|
|
|
12,655
|
|
||
Notes receivable from Wakefern
|
23,952
|
|
|
22,118
|
|
||
Income taxes receivable
|
87
|
|
|
1,742
|
|
||
Other current assets
|
19,401
|
|
|
15,670
|
|
||
|
|
|
|
||||
Total current assets
|
190,898
|
|
|
181,472
|
|
||
|
|
|
|
||||
Notes receivable from Wakefern
|
23,129
|
|
|
22,562
|
|
||
Property, equipment and fixtures, net
|
214,566
|
|
|
204,440
|
|
||
Investment in Wakefern
|
27,093
|
|
|
27,093
|
|
||
Goodwill
|
12,057
|
|
|
12,057
|
|
||
Other assets
|
13,847
|
|
|
7,601
|
|
||
|
|
|
|
||||
Total assets
|
$
|
481,590
|
|
|
$
|
455,225
|
|
|
|
|
|
||||
LIABILITIES and SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
||
Capital and financing lease obligations
|
$
|
764
|
|
|
$
|
652
|
|
Notes payable to Wakefern
|
114
|
|
|
292
|
|
||
Accounts payable to Wakefern
|
61,798
|
|
|
59,556
|
|
||
Accounts payable and accrued expenses
|
19,080
|
|
|
17,279
|
|
||
Accrued wages and benefits
|
18,620
|
|
|
17,810
|
|
||
Income taxes payable
|
1,321
|
|
|
604
|
|
||
|
|
|
|
||||
Total current liabilities
|
101,697
|
|
|
96,193
|
|
||
|
|
|
|
||||
Long-term debt
|
|
|
|
|
|
||
Capital and financing lease obligations
|
41,768
|
|
|
42,532
|
|
||
Notes payable to Wakefern
|
—
|
|
|
114
|
|
||
Notes payable related to New Markets Tax Credit
|
6,418
|
|
|
—
|
|
||
|
|
|
|
||||
Total long-term debt
|
48,186
|
|
|
42,646
|
|
||
|
|
|
|
||||
Pension liabilities
|
8,482
|
|
|
15,194
|
|
||
Other liabilities
|
20,080
|
|
|
14,372
|
|
||
|
|
|
|
||||
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 10,575 shares at July 28, 2018 and 10,562 shares at July 29, 2017
|
61,678
|
|
|
57,852
|
|
||
Class B common stock, no par value: Authorized 20,000 shares; issued and outstanding 4,304 shares at July 28, 2018 and July 29, 2017
|
699
|
|
|
699
|
|
||
Retained earnings
|
258,104
|
|
|
244,308
|
|
||
Accumulated other comprehensive loss
|
(8,185
|
)
|
|
(7,406
|
)
|
||
Less treasury stock, Class A, at cost: 496 shares at July 28, 2018 and 477 shares at July 29, 2017
|
(9,151
|
)
|
|
(8,633
|
)
|
||
|
|
|
|
||||
Total shareholders’ equity
|
303,145
|
|
|
286,820
|
|
||
|
|
|
|
||||
Total liabilities and shareholders' equity
|
$
|
481,590
|
|
|
$
|
455,225
|
|
VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
|
|||||||
|
Years ended
|
||||||
July 28,
2018 |
|
July 29,
2017 |
|||||
|
|
|
|
||||
Sales
|
$
|
1,612,015
|
|
|
$
|
1,604,574
|
|
Cost of sales
|
1,173,013
|
|
|
1,167,863
|
|
||
|
|
|
|
||||
Gross profit
|
439,002
|
|
|
436,711
|
|
||
|
|
|
|
||||
Operating and administrative expense
|
380,550
|
|
|
371,495
|
|
||
Depreciation and amortization
|
24,999
|
|
|
24,482
|
|
||
|
|
|
|
||||
Operating income
|
33,453
|
|
|
40,734
|
|
||
|
|
|
|
||||
Interest expense
|
(4,460
|
)
|
|
(4,452
|
)
|
||
Interest income
|
3,845
|
|
|
2,841
|
|
||
|
|
|
|
||||
Income before income taxes
|
32,838
|
|
|
39,123
|
|
||
Income taxes
|
7,758
|
|
|
16,202
|
|
||
|
|
|
|
||||
Net income
|
$
|
25,080
|
|
|
$
|
22,921
|
|
|
|
|
|
||||
Net income per share:
|
|
|
|
|
|
||
Class A common stock:
|
|
|
|
|
|
||
Basic
|
$
|
1.95
|
|
|
$
|
1.80
|
|
Diluted
|
$
|
1.74
|
|
|
$
|
1.60
|
|
|
|
|
|
||||
Class B common stock:
|
|
|
|
|
|
||
Basic
|
$
|
1.27
|
|
|
$
|
1.16
|
|
Diluted
|
$
|
1.27
|
|
|
$
|
1.16
|
|
VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
|
|||||||
|
Years ended
|
||||||
|
July 28,
2018 |
|
July 29,
2017 |
||||
|
|
|
|
||||
Net income
|
$
|
25,080
|
|
|
$
|
22,921
|
|
|
|
|
|
||||
Other comprehensive income (loss):
|
|
|
|
|
|
||
Amortization of pension actuarial loss, net of tax (1)
|
409
|
|
|
794
|
|
||
Pension remeasurement, net of tax (2)
|
(218
|
)
|
|
4,568
|
|
||
Pension settlement loss, net of tax (3)
|
624
|
|
|
571
|
|
||
Reclassification due to the adoption of ASU 2018-02
|
(1,594
|
)
|
|
—
|
|
||
Total other comprehensive (loss) income
|
(779
|
)
|
|
5,933
|
|
||
|
|
|
|
||||
Comprehensive income
|
$
|
24,301
|
|
|
$
|
28,854
|
|
(1)
|
Amounts are net of tax of
$160
and
$549
for
2018
and
2017
, respectively. All amounts are reclassified from accumulated other comprehensive loss to operating and administrative expense.
|
(2)
|
Amounts are net of tax of
$86
and
$3,106
for
2018
and
2017
, respectively.
|
(3)
|
Amounts are net of tax of
$242
and
$394
for
2018
and
2017
, respectively. All amounts are reclassified from accumulated other comprehensive loss to operating and administrative expense.
|
VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands)
|
||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Years ended July 28, 2018 and July 29, 2017
|
||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
|
|
|
|
Total
Shareholders'
Equity
|
|||||||||||||||
|
Class A
Common Stock
|
|
Class B
Common Stock
|
|
|
|
|
Treasury Stock
Class A
|
||||||||||||||||||||||||
|
Shares Issued
|
|
Amount
|
|
Shares Issued
|
|
Amount
|
|
Retained Earnings
|
|
Shares
|
|
Amount
|
|||||||||||||||||||
Balance, July 30, 2016
|
10,190
|
|
|
55,196
|
|
|
4,319
|
|
|
701
|
|
|
234,175
|
|
|
(13,339
|
)
|
|
353
|
|
|
(4,998
|
)
|
|
271,735
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,921
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,921
|
|
||||||
Other comprehensive income, net of tax of $4,049
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,933
|
|
|
—
|
|
|
—
|
|
|
5,933
|
|
||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,788
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,788
|
)
|
||||||
Exercise of stock options
|
—
|
|
|
366
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
|
446
|
|
|
812
|
|
||||||
Treasury stock purchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
155
|
|
|
(4,081
|
)
|
|
(4,081
|
)
|
||||||
Restricted shares forfeited
|
(5
|
)
|
|
(102
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(102
|
)
|
||||||
Share-based compensation expense
|
362
|
|
|
3,236
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,236
|
|
||||||
Net tax deficit from exercise of stock options and restricted share vesting
|
—
|
|
|
(846
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(846
|
)
|
||||||
Conversion of Class B shares to Class A shares
|
15
|
|
|
2
|
|
|
(15
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance, July 29, 2017
|
10,562
|
|
|
57,852
|
|
|
4,304
|
|
|
699
|
|
|
244,308
|
|
|
(7,406
|
)
|
|
477
|
|
|
(8,633
|
)
|
|
286,820
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,080
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,080
|
|
||||||
Other comprehensive income, net of tax of $316
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,594
|
|
|
(779
|
)
|
|
—
|
|
|
—
|
|
|
815
|
|
||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,878
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,878
|
)
|
||||||
Exercise of stock options
|
—
|
|
|
111
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
114
|
|
|
225
|
|
||||||
Treasury stock purchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|
(632
|
)
|
|
(632
|
)
|
||||||
Restricted shares forfeited
|
(8
|
)
|
|
(59
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59
|
)
|
||||||
Share-based compensation expense
|
21
|
|
|
3,774
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,774
|
|
||||||
Balance, July 28, 2018
|
10,575
|
|
|
$
|
61,678
|
|
|
4,304
|
|
|
$
|
699
|
|
|
$
|
258,104
|
|
|
$
|
(8,185
|
)
|
|
496
|
|
|
$
|
(9,151
|
)
|
|
$
|
303,145
|
|
VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
|
|||||||
|
Years ended
|
||||||
|
July 28, 2018
|
|
July 29, 2017
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
25,080
|
|
|
$
|
22,921
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
24,999
|
|
|
24,482
|
|
||
Non-cash share-based compensation
|
3,715
|
|
|
3,134
|
|
||
Deferred taxes
|
(1,050
|
)
|
|
2,279
|
|
||
Provision to value inventories at LIFO
|
(176
|
)
|
|
(112
|
)
|
||
Gain on sale of property, equipment and fixtures
|
(150
|
)
|
|
—
|
|
||
|
|
|
|
||||
Changes in assets and liabilities:
|
|
|
|
|
|
||
Merchandise inventories
|
2,615
|
|
|
271
|
|
||
Patronage dividend receivable
|
718
|
|
|
530
|
|
||
Accounts payable to Wakefern
|
2,242
|
|
|
370
|
|
||
Accounts payable and accrued expenses
|
2,139
|
|
|
111
|
|
||
Accrued wages and benefits
|
810
|
|
|
1,497
|
|
||
Income taxes receivable / payable
|
2,377
|
|
|
(7,957
|
)
|
||
Other assets and liabilities
|
(4,435
|
)
|
|
(1,373
|
)
|
||
|
|
|
|
||||
Net cash provided by operating activities
|
58,884
|
|
|
46,153
|
|
||
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
||
Capital expenditures
|
(35,464
|
)
|
|
(27,726
|
)
|
||
Proceeds from the sale of assets
|
150
|
|
|
—
|
|
||
Investment in notes receivable from Wakefern
|
(24,573
|
)
|
|
(1,945
|
)
|
||
Maturity of notes receivable from Wakefern
|
22,172
|
|
|
—
|
|
||
Investment in notes receivable related to New Markets Tax Credit financing
|
(4,835
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
(42,550
|
)
|
|
(29,671
|
)
|
||
|
|
|
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||
Proceeds from exercise of stock options
|
225
|
|
|
812
|
|
||
Excess tax benefit related to share-based compensation
|
5
|
|
|
83
|
|
||
Proceeds from New Markets Tax Credit financing
|
6,860
|
|
|
—
|
|
||
Debt issuance costs
|
(297
|
)
|
|
—
|
|
||
Principal payments of long-term debt
|
(944
|
)
|
|
(1,452
|
)
|
||
Dividends
|
(12,878
|
)
|
|
(12,788
|
)
|
||
Treasury stock purchases, including shares surrendered for withholding taxes
|
(632
|
)
|
|
(4,081
|
)
|
||
|
|
|
|
||||
Net cash used in financing activities
|
(7,661
|
)
|
|
(17,426
|
)
|
||
|
|
|
|
||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
8,673
|
|
|
(944
|
)
|
||
|
|
|
|
||||
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
|
87,435
|
|
|
88,379
|
|
||
|
|
|
|
||||
CASH AND CASH EQUIVALENTS, END OF YEAR
|
$
|
96,108
|
|
|
$
|
87,435
|
|
|
|
|
|
||||
SUPPLEMENTAL DISCLOSURES OF CASH PAYMENTS MADE FOR:
|
|
|
|
|
|
||
Interest
|
$
|
4,460
|
|
|
$
|
4,452
|
|
Income taxes
|
6,420
|
|
|
21,590
|
|
|
2018
|
|
2017
|
||||||||||||
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income allocated, basic
|
$
|
18,925
|
|
|
$
|
5,447
|
|
|
$
|
17,354
|
|
|
$
|
5,025
|
|
Conversion of Class B to Class A shares
|
5,447
|
|
|
—
|
|
|
5,025
|
|
|
—
|
|
||||
Effect of share-based compensation on allocated net income
|
—
|
|
|
—
|
|
|
25
|
|
|
(4
|
)
|
||||
Net income allocated, diluted
|
$
|
24,372
|
|
|
$
|
5,447
|
|
|
$
|
22,404
|
|
|
$
|
5,021
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average shares outstanding, basic
|
9,717
|
|
|
4,304
|
|
|
9,663
|
|
|
4,314
|
|
||||
Conversion of Class B to Class A shares
|
4,304
|
|
|
—
|
|
|
4,314
|
|
|
—
|
|
||||
Dilutive effect of share-based compensation
|
—
|
|
|
—
|
|
|
27
|
|
|
—
|
|
||||
Weighted average shares outstanding, diluted
|
14,021
|
|
|
4,304
|
|
|
14,004
|
|
|
4,314
|
|
|
2018
|
|
2017
|
||||||||||||
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
||||||||
Basic
|
$
|
1.95
|
|
|
$
|
1.27
|
|
|
$
|
1.80
|
|
|
$
|
1.16
|
|
Diluted
|
$
|
1.74
|
|
|
$
|
1.27
|
|
|
$
|
1.60
|
|
|
$
|
1.16
|
|
|
July 28,
2018 |
|
July 29,
2017 |
||||
Land and buildings
|
$
|
106,614
|
|
|
$
|
105,211
|
|
Store fixtures and equipment
|
273,345
|
|
|
253,227
|
|
||
Leasehold improvements
|
116,699
|
|
|
104,946
|
|
||
Leased property under capital leases
|
25,211
|
|
|
25,211
|
|
||
Construction in progress
|
2,641
|
|
|
2,288
|
|
||
Vehicles
|
4,138
|
|
|
3,240
|
|
||
|
|
|
|
||||
Total property, equipment and fixtures
|
528,648
|
|
|
494,123
|
|
||
Accumulated depreciation
|
(304,593
|
)
|
|
(281,216
|
)
|
||
Accumulated amortization of property under capital and financing leases
|
(9,489
|
)
|
|
(8,467
|
)
|
||
|
|
|
|
||||
Property, equipment and fixtures, net
|
$
|
214,566
|
|
|
$
|
204,440
|
|
|
2018
|
|
2017
|
||||
Federal:
|
|
|
|
||||
Current
|
$
|
5,546
|
|
|
$
|
10,018
|
|
Deferred
|
(915
|
)
|
|
2,167
|
|
||
|
|
|
|
||||
State:
|
|
|
|
|
|
||
Current
|
3,262
|
|
|
3,906
|
|
||
Deferred
|
(135
|
)
|
|
111
|
|
||
|
|
|
|
||||
|
$
|
7,758
|
|
|
$
|
16,202
|
|
|
July 28,
2018 |
|
July 29,
2017 |
||||
Deferred tax assets:
|
|
|
|
|
|||
Leasing activities
|
$
|
7,396
|
|
|
$
|
8,115
|
|
Federal benefit of uncertain tax positions
|
182
|
|
|
304
|
|
||
Compensation related costs
|
2,795
|
|
|
2,543
|
|
||
Pension costs
|
1,673
|
|
|
6,410
|
|
||
Other
|
456
|
|
|
729
|
|
||
|
|
|
|
||||
Total deferred tax assets
|
12,502
|
|
|
18,101
|
|
||
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
|
|
||
Tax over book depreciation
|
13,557
|
|
|
17,603
|
|
||
Patronage dividend receivable
|
3,281
|
|
|
5,164
|
|
||
Investment in partnerships
|
1,030
|
|
|
1,479
|
|
||
Other
|
47
|
|
|
—
|
|
||
|
|
|
|
||||
Total deferred tax liabilities
|
17,915
|
|
|
24,246
|
|
||
|
|
|
|
||||
Net deferred tax liability
|
$
|
(5,413
|
)
|
|
$
|
(6,145
|
)
|
|
2018
|
|
2017
|
||
Other assets
|
646
|
|
|
611
|
|
Other liabilities
|
(6,059
|
)
|
|
(6,756
|
)
|
|
2018
|
|
2017
|
||
Statutory federal income tax rate
|
26.9
|
%
|
|
35.0
|
%
|
State income taxes, net of federal tax benefit
|
7.0
|
%
|
|
6.2
|
%
|
Deferred tax revaluation due to Tax Act
|
(10.0
|
)%
|
|
—
|
%
|
Other
|
(0.3
|
)%
|
|
0.2
|
%
|
|
|
|
|
||
Effective income tax rate
|
23.6
|
%
|
|
41.4
|
%
|
|
2018
|
|
2017
|
||||
Balance at beginning of year
|
$
|
648
|
|
|
$
|
631
|
|
Additions based on tax positions related to prior periods
|
—
|
|
|
17
|
|
||
|
|
|
|
||||
Balance at end of year
|
$
|
648
|
|
|
$
|
648
|
|
|
Capital and
financing leases
|
|
Operating
leases
|
||||
2019
|
$
|
5,001
|
|
|
$
|
12,514
|
|
2020
|
5,173
|
|
|
12,405
|
|
||
2021
|
5,240
|
|
|
10,927
|
|
||
2022
|
5,240
|
|
|
8,771
|
|
||
2023
|
5,305
|
|
|
8,463
|
|
||
Thereafter
|
49,050
|
|
|
61,727
|
|
||
Minimum lease payments
|
75,009
|
|
|
$
|
114,807
|
|
|
Less amount representing interest
|
32,477
|
|
|
|
|
||
|
|
|
|
||||
Present value of minimum lease payments
|
42,532
|
|
|
|
|
||
|
|
|
|
||||
Less current portion
|
764
|
|
|
|
|
||
|
$
|
41,768
|
|
|
|
|
|
2018
|
|
2017
|
||||
Minimum rentals
|
$
|
11,985
|
|
|
$
|
11,153
|
|
Contingent rentals
|
726
|
|
|
668
|
|
||
|
|
|
|
||||
|
$
|
12,711
|
|
|
$
|
11,821
|
|
|
2018
|
|
2017
|
||||||||||
|
Shares
|
|
Weighted-average
exercise price
|
|
Shares
|
|
Weighted-average
exercise price
|
||||||
Outstanding at beginning of year
|
384
|
|
|
$
|
27.91
|
|
|
424
|
|
|
$
|
27.77
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Exercised
|
(8
|
)
|
|
28.17
|
|
|
(31
|
)
|
|
25.75
|
|
||
Forfeited
|
(30
|
)
|
|
28.13
|
|
|
(9
|
)
|
|
26.46
|
|
||
Expired
|
(57
|
)
|
|
$
|
25.38
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||
Outstanding at end of year
|
289
|
|
|
$
|
28.38
|
|
|
384
|
|
|
$
|
27.91
|
|
|
|
|
|
|
|
|
|
||||||
Options exercisable at end of year
|
289
|
|
|
$
|
28.38
|
|
|
371
|
|
|
$
|
27.88
|
|
|
2018
|
|
2017
|
||||||||||
|
Shares
|
|
Weighted-average
grant date
fair value
|
|
Shares
|
|
Weighted-average
grant date
fair value
|
||||||
Nonvested at beginning of year
|
361
|
|
|
$
|
27.22
|
|
|
250
|
|
|
$
|
28.77
|
|
Granted
|
21
|
|
|
24.61
|
|
|
362
|
|
|
27.22
|
|
||
Vested
|
(18
|
)
|
|
27.22
|
|
|
(246
|
)
|
|
28.77
|
|
||
Forfeited
|
(8
|
)
|
|
26.73
|
|
|
(5
|
)
|
|
28.51
|
|
||
|
|
|
|
|
|
|
|
||||||
Nonvested at end of year
|
356
|
|
|
$
|
27.08
|
|
|
361
|
|
|
$
|
27.22
|
|
|
2018
|
|
2017
|
||||
Per share:
|
|
|
|
||||
Class A common stock
|
$
|
1.00
|
|
|
$
|
1.00
|
|
Class B common stock
|
0.65
|
|
|
0.65
|
|
||
|
|
|
|
||||
Aggregate:
|
|
|
|
|
|
||
Class A common stock
|
$
|
10,080
|
|
|
$
|
9,983
|
|
Class B common stock
|
2,798
|
|
|
2,805
|
|
||
|
|
|
|
||||
|
$
|
12,878
|
|
|
$
|
12,788
|
|
|
2018
|
|
2017
|
||||
Service cost
|
$
|
259
|
|
|
$
|
388
|
|
Interest cost on projected benefit obligation
|
2,515
|
|
|
2,424
|
|
||
Expected return on plan assets
|
(3,280
|
)
|
|
(3,684
|
)
|
||
Loss on settlement
|
866
|
|
|
965
|
|
||
Amortization of gains and losses
|
569
|
|
|
1,343
|
|
||
Net periodic pension cost
|
$
|
929
|
|
|
$
|
1,436
|
|
|
2018
|
|
2017
|
||||
Changes in Benefit Obligation:
|
|
|
|
|
|
||
Benefit obligation at beginning of year
|
$
|
71,701
|
|
|
$
|
80,021
|
|
Service cost
|
259
|
|
|
388
|
|
||
Interest cost
|
2,515
|
|
|
2,424
|
|
||
Benefits paid
|
(643
|
)
|
|
(549
|
)
|
||
Settlement
|
(4,317
|
)
|
|
(4,487
|
)
|
||
Actuarial loss (gain)
|
38
|
|
|
(6,096
|
)
|
||
Benefit obligation at end of year
|
$
|
69,553
|
|
|
$
|
71,701
|
|
|
|
|
|
||||
Changes in Plan Assets:
|
|
|
|
|
|
||
Fair value of plan assets at beginning of year
|
$
|
56,507
|
|
|
$
|
53,281
|
|
Actual return on plan assets
|
3,014
|
|
|
5,262
|
|
||
Employer contributions
|
6,510
|
|
|
3,000
|
|
||
Benefits paid
|
(643
|
)
|
|
(549
|
)
|
||
Settlements paid
|
(4,317
|
)
|
|
(4,487
|
)
|
||
Fair value of plan assets at end of year
|
61,071
|
|
|
56,507
|
|
||
|
|
|
|
||||
Funded status at end of year
|
$
|
8,482
|
|
|
$
|
15,194
|
|
|
|
|
|
||||
Amounts recognized in the consolidated balance sheets:
|
|
|
|
|
|
||
Pension liabilities
|
8,482
|
|
|
15,194
|
|
||
Accumulated other comprehensive loss, net of income taxes
|
8,185
|
|
|
7,406
|
|
||
|
|
|
|
||||
Amounts included in Accumulated other comprehensive loss (pre-tax):
|
|
|
|
|
|
||
Net actuarial loss
|
$
|
11,388
|
|
|
$
|
12,521
|
|
|
2018
|
|
2017
|
||||
Projected benefit obligation
|
$
|
67,861
|
|
|
$
|
70,019
|
|
Accumulated benefit obligation
|
67,861
|
|
|
70,019
|
|
||
Fair value of plan assets
|
59,283
|
|
|
54,557
|
|
|
|
July 28, 2018
|
|
July 29, 2017
|
||||||||||||||||||||
Asset Category
|
|
Level 1
|
|
Assets Measured at NAV
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||||||||
Cash
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
17
|
|
|
$
|
166
|
|
|
$
|
610
|
|
|
$
|
776
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Company stock
|
|
611
|
|
|
—
|
|
|
611
|
|
|
636
|
|
|
—
|
|
|
636
|
|
||||||
Mutual/Collective Trust Funds -
U.S. (1)
|
|
—
|
|
|
10,213
|
|
|
10,213
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Mutual/Collective Trust Funds - International (1)
|
|
—
|
|
|
8,337
|
|
|
8,337
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
U.S. large cap (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,696
|
|
|
1,197
|
|
|
20,893
|
|
||||||
U.S. small/mid cap (3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,644
|
|
|
179
|
|
|
6,823
|
|
||||||
International (4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,187
|
|
|
421
|
|
|
7,608
|
|
||||||
Emerging markets (5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,277
|
|
|
—
|
|
|
1,277
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Mutual/Collective Trust Funds - Fixed Income (1)
|
|
—
|
|
|
41,893
|
|
|
41,893
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
U.S. treasuries (6)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,520
|
|
|
356
|
|
|
9,876
|
|
||||||
Mortgage-backed (6)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,783
|
|
|
106
|
|
|
1,889
|
|
||||||
Corporate bonds (6)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,931
|
|
|
3,179
|
|
|
6,110
|
|
||||||
International (7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
619
|
|
|
—
|
|
|
619
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total
|
|
$
|
628
|
|
|
$
|
60,443
|
|
|
$
|
61,071
|
|
|
$
|
50,459
|
|
|
$
|
6,048
|
|
|
$
|
56,507
|
|
(1)
|
Includes pools of investments that are measured at fair value using the Net Asset Value (NAV) per share (or its equivalent) practical expedient. The NAV is based on the underlying net assets owned by the fund and the relative interest of each participating investor in the fair value of the underlying assets. The underlying investments are classified as either level 1 or 2 of the fair value hierarchy.
|
(2)
|
Includes directly owned securities and mutual funds, primarily low-cost equity index funds not actively managed that track the S&P 500.
|
(3)
|
Includes directly owned securities and mutual funds, which invest in diversified portfolios of publicly traded U.S. common stocks of small and medium cap companies.
|
(4)
|
Includes directly owned securities and mutual funds, which invest in diversified portfolios of publicly traded common stocks of large, non-U.S. companies.
|
(5)
|
Consists of mutual and exchange traded funds which invest in non-U.S. stocks in emerging markets.
|
(6)
|
Includes directly owned securities, mutual funds and exchange traded funds.
|
(7)
|
Consists of exchange traded funds which invest in non-U.S. bonds in emerging markets.
|
Fiscal Year
|
|
||
2019
|
$
|
7,336
|
|
2020
|
2,980
|
|
|
2021
|
2,950
|
|
|
2022
|
3,000
|
|
|
2023
|
11,446
|
|
|
2024 - 2028
|
17,300
|
|
•
|
Assets contributed to a multi-employer plan by one employer may be used to provide benefits to employees of other participating employers.
|
•
|
If a participating employer stops contributing to the plan, the unfunded obligations of the plan allocable to such withdrawing employer may be borne by the remaining participating employers.
|
•
|
If the Company stops participating in some of its multi-employer pension plans, the Company may be required to pay those plans an amount based on its allocable share of the underfunded status of the plan, referred to as a withdrawal liability.
|
|
|
Pension Protection Act Zone Status
|
FIP/RP Status
Pending
/ Implemented
|
Contributions for the
year ended (5)
|
|
Expiration
date of
Collective-
Bargaining
Agreement
|
||||||
Pension Fund
|
EIN / Pension Plan Number
|
2017
|
2016
|
July 28,
2018 |
July 29,
2017 |
Surcharge
Imposed (6)
|
||||||
Pension Plan of Local 464A (1)
|
22-6051600-001
|
Green
|
Green
|
N/A
|
$
|
779
|
|
$
|
762
|
|
N/A
|
October 2020
|
UFCW Local 1262 & Employers Pension Fund (2), (4)
|
22-6074414-001
|
Red
|
Red
|
Implemented
|
3,481
|
|
3,498
|
|
No
|
October 2023
|
||
UFCW Regional Pension Plan (3), (4)
|
16-6062287-074
|
Red
|
Red
|
Implemented
|
$
|
1,373
|
|
$
|
1,314
|
|
No
|
March 2019
|
Total Contributions
|
|
|
|
|
$
|
5,633
|
|
$
|
5,574
|
|
|
|
(1)
|
The information for this fund was obtained from the Form 5500 filed for the plan’s year-end at December 31,
2017
and December 31,
2016
.
|
(2)
|
The information for this fund was obtained from the Form 5500 filed for the plan’s year-end at December 31,
2016
and December 31,
2015
.
|
(3)
|
The information for this fund was obtained from the Form 5500 filed for the plan’s year-end at September 30,
2017
and September 30,
2016
.
|
(4)
|
This plan has elected to utilize special amortization provisions provided under the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010. There were no changes to the plan’s zone status as a result of this election.
|
(5)
|
The Company’s contributions represent more than
5%
of the total contributions received by each applicable pension fund for all periods presented.
|
(6)
|
Under the Pension Protection Act, a surcharge may be imposed when employers make contributions under a collective bargaining agreement that is not in compliance with a rehabilitation plan. As of
July 28, 2018
, the collective bargaining agreements under which the Company was making contributions were in compliance with rehabilitation plans adopted by each applicable pension fund.
|
/s/ KPMG LLP
|
|
We have served as the Company’s auditor since 1987.
|
|
Short Hills, New Jersey
|
October 10, 2018
|
Robert P. Sumas
|
John L. Van Orden
|
Chief Executive Officer
|
Chief Financial Officer
|
Plan category
|
Number of
securities to
be issued
upon exercise
of outstanding
options
|
|
Weighted-average
exercise price
of outstanding
options
|
|
Number of
securities
remaining available
for future
issuance
under equity
compensation
plans (excluding
securities reflected
in column (a))
|
||||
|
(a)
|
|
(b)
|
|
(c)
|
||||
Equity compensation plans approved by security holders
|
288,527
|
|
|
$
|
28.38
|
|
|
1,320,081
|
|
|
|
|
|
|
|
||||
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
|
The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
|
|
* The following exhibits are incorporated by reference from the following previous filings:
|
|
|
|
Form 10-K for 2017: 3.1, 10.2, 10.15, 10.16, 10.17, 14
|
|
DEF 14A Proxy Statement filed October 31, 2016: 10.10
|
|
Form 10-K for 2014: 10.7
|
|
Form 10-Q for April 2014: 10.11, 10.12, 10.13, 10.14
|
|
Form 10-Q for April 2013: 10.1
|
|
DEF 14A Proxy Statement filed November 1, 2010: 10.9
|
|
Form 10-K for 2004: 3.2
|
|
DEF 14A proxy statement filed October 25, 2004: 10.8
|
SIGNATURES
|
|
|
VILLAGE SUPER MARKET, INC.
|
|
|
|
|
|
|
By:
|
/s/ Robert P. Sumas
|
/s/ John Van Orden
|
|
|
Robert P. Sumas
|
John Van Orden
|
|
|
Chief Executive Officer
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
Date: October 10, 2018
|
|
|
/s/ Robert P. Sumas
|
/s/ Steven Crystal
|
|
Robert P. Sumas, Director
|
Steven Crystal, Director
|
|
October 10, 2018
|
October 10, 2018
|
|
|
|
|
/s/ William Sumas
|
/s/ David C. Judge
|
|
William Sumas, Director
|
David C. Judge, Director
|
|
October 10, 2018
|
October 10, 2018
|
|
|
|
|
/s/ John P. Sumas
|
/s/ Peter Lavoy
|
|
John P. Sumas, Director
|
Peter Lavoy, Director
|
|
October 10, 2018
|
October 10, 2018
|
|
|
|
|
/s/ John J. Sumas
|
/s/ Stephen Rooney
|
|
John J. Sumas, Director
|
Stephen Rooney, Director
|
|
October 10, 2018
|
October 10, 2018
|
|
|
|
|
/s/ Nicholas J. Sumas
|
/s/ John L. Van Orden
|
|
Nicholas J. Sumas, Director
|
John L. Van Orden, Chief Financial Officer
|
|
October 10, 2018
|
October 10, 2018
|
|
|
|
|
/s/ Kevin Begley
|
/s/ Luigi Perri
|
|
Kevin Begley, Director
|
Luigi Perri, Controller (Principal Accounting Officer)
|
|
October 10, 2018
|
October 10, 2018
|
/s/ KPMG LLP
|
Short Hills, New Jersey
|
October 10, 2018
|
|
/s/ Robert P. Sumas
|
|
Robert P. Sumas
|
|
Chief Executive Officer and
|
|
President
|
|
October 10, 2018
|
|
/s/ John L. Van Orden
|
|
John L. Van Orden
|
|
Chief Financial Officer
|
|
October 10, 2018
|
|
/s/ Robert P. Sumas
|
|
Robert P. Sumas
|
|
Chief Executive Officer and
|
|
President
|
|
October 10, 2018
|
|
/s/ John L. Van Orden
|
|
John L. Van Orden
|
|
Chief Financial Officer
|
|
October 10, 2018
|