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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Village Super Market Inc | NASDAQ:VLGEA | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.78 | -2.80% | 27.05 | 24.74 | 31.70 | 28.00 | 26.96 | 28.00 | 19,400 | 01:00:00 |
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)
|
|
|
(973) 467-2200
|
|
(Registrant's telephone number, including area code)
|
|
Large accelerated filer q
|
Accelerated filer x
|
|
Non-accelerated filer q
(Do not check if a smaller reporting company)
|
Smaller reporting company x
|
|
|
|
|
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes _____ No __X__
|
PART I
|
PAGE NO.
|
|
|
FINANCIAL INFORMATION
|
|
|
|
Item 1. Financial Statements (Unaudited)
|
|
|
|
Consolidated Balance Sheets
|
|
|
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Consolidated Statements of Operations
|
|
|
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Consolidated Statements of Comprehensive Income
|
|
|
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Consolidated Statements of Shareholders' Equity
|
|
|
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Consolidated Statements of Cash Flows
|
|
|
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Notes to Consolidated Financial Statements
|
|
|
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
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Item 3. Quantitative & Qualitative Disclosures about Market Risk
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Item 4. Controls and Procedures
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PART II
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OTHER INFORMATION
|
|
|
|
Item 6. Exhibits
|
|
|
|
Signatures
|
VILLAGE SUPER MARKET, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands) (Unaudited)
|
|||||||
|
April 25,
2020 |
|
July 27,
2019 |
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
89,602
|
|
|
$
|
101,121
|
|
Merchandise inventories
|
32,613
|
|
|
38,503
|
|
||
Patronage dividend receivable
|
7,500
|
|
|
11,908
|
|
||
Income taxes receivable
|
19
|
|
|
43
|
|
||
Other current assets
|
15,853
|
|
|
17,206
|
|
||
Total current assets
|
145,587
|
|
|
168,781
|
|
||
|
|
|
|
||||
Property, equipment and fixtures, net
|
230,886
|
|
|
224,890
|
|
||
Operating lease assets
|
94,838
|
|
|
—
|
|
||
Notes receivable from Wakefern
|
52,451
|
|
|
50,208
|
|
||
Investment in Wakefern
|
28,783
|
|
|
28,644
|
|
||
Goodwill
|
12,586
|
|
|
12,650
|
|
||
Other assets
|
24,965
|
|
|
17,116
|
|
||
|
|
|
|
||||
Total assets
|
$
|
590,096
|
|
|
$
|
502,289
|
|
|
|
|
|
|
|
||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
||||
Operating lease obligations
|
$
|
11,765
|
|
|
$
|
—
|
|
Finance lease obligations
|
452
|
|
|
1,022
|
|
||
Notes payable to Wakefern
|
141
|
|
|
43
|
|
||
Accounts payable to Wakefern
|
71,211
|
|
|
66,130
|
|
||
Accounts payable and accrued expenses
|
19,350
|
|
|
23,950
|
|
||
Accrued wages and benefits
|
19,277
|
|
|
20,259
|
|
||
Income taxes payable
|
2,324
|
|
|
1,070
|
|
||
Total current liabilities
|
124,520
|
|
|
112,474
|
|
||
|
|
|
|
||||
Long-term debt
|
|
|
|
||||
Operating lease obligations
|
95,418
|
|
|
—
|
|
||
Finance lease obligations
|
23,243
|
|
|
40,753
|
|
||
Notes payable to Wakefern
|
766
|
|
|
803
|
|
||
Notes payable related to New Markets Tax Credit
|
5,983
|
|
|
6,169
|
|
||
Total long-term debt
|
125,410
|
|
|
47,725
|
|
||
|
|
|
|
||||
Pension liabilities
|
5,080
|
|
|
4,759
|
|
||
Other liabilities
|
8,078
|
|
|
18,659
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
||
|
|
|
|
||||
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 10,970 shares at April 25, 2020 and 10,593 shares at July 27, 2019
|
67,422
|
|
|
65,114
|
|
||
Class B common stock, no par value: Authorized 20,000 shares; issued and outstanding 4,294 shares at April 25, 2020 and July 27, 2019
|
697
|
|
|
697
|
|
||
Retained earnings
|
280,294
|
|
|
270,753
|
|
||
Accumulated other comprehensive loss
|
(7,466
|
)
|
|
(8,342
|
)
|
||
Less treasury stock, Class A, at cost: 726 shares at April 25, 2020 and 502 shares at July 27, 2019
|
(13,939
|
)
|
|
(9,550
|
)
|
||
Total shareholders’ equity
|
327,008
|
|
|
318,672
|
|
||
|
|
|
|
||||
Total liabilities and shareholders’ equity
|
$
|
590,096
|
|
|
$
|
502,289
|
|
VILLAGE SUPER MARKET, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts) (Unaudited)
|
|||||||||||||||
|
13 Weeks Ended
|
|
39 Weeks Ended
|
||||||||||||
|
April 25,
2020 |
|
April 27,
2019 |
|
April 25,
2020 |
|
April 27,
2019 |
||||||||
Sales
|
$
|
458,292
|
|
|
$
|
395,458
|
|
|
$
|
1,303,116
|
|
|
$
|
1,225,137
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
328,391
|
|
|
284,847
|
|
|
941,722
|
|
|
884,678
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Gross profit
|
129,901
|
|
|
110,611
|
|
|
361,394
|
|
|
340,459
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating and administrative expense
|
106,987
|
|
|
97,351
|
|
|
317,861
|
|
|
293,679
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
7,678
|
|
|
6,566
|
|
|
22,914
|
|
|
20,481
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating income
|
15,236
|
|
|
6,694
|
|
|
20,619
|
|
|
26,299
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(563
|
)
|
|
(1,106
|
)
|
|
(1,698
|
)
|
|
(3,334
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Interest income
|
910
|
|
|
1,402
|
|
|
3,199
|
|
|
3,886
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
15,583
|
|
|
6,990
|
|
|
22,120
|
|
|
26,851
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income taxes
|
4,431
|
|
|
2,020
|
|
|
6,396
|
|
|
8,041
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
11,152
|
|
|
$
|
4,970
|
|
|
$
|
15,724
|
|
|
$
|
18,810
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per share:
|
|
|
|
|
|
|
|
|
|||||||
Class A common stock:
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
$
|
0.86
|
|
|
$
|
0.39
|
|
|
$
|
1.22
|
|
|
$
|
1.46
|
|
Diluted
|
$
|
0.77
|
|
|
$
|
0.34
|
|
|
$
|
1.09
|
|
|
$
|
1.31
|
|
|
|
|
|
|
|
|
|
||||||||
Class B common stock:
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
$
|
0.56
|
|
|
$
|
0.25
|
|
|
$
|
0.79
|
|
|
$
|
0.95
|
|
Diluted
|
$
|
0.56
|
|
|
$
|
0.25
|
|
|
$
|
0.79
|
|
|
$
|
0.95
|
|
VILLAGE SUPER MARKET, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands) (Unaudited)
|
|||||||||||||||
|
13 Weeks Ended
|
|
39 Weeks Ended
|
||||||||||||
|
April 25,
2020 |
|
April 27,
2019 |
|
April 25,
2020 |
|
April 27,
2019 |
||||||||
Net income
|
$
|
11,152
|
|
|
$
|
4,970
|
|
|
$
|
15,724
|
|
|
$
|
18,810
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of pension actuarial loss, net of tax (1)
|
100
|
|
|
102
|
|
|
303
|
|
|
306
|
|
||||
Pension settlement loss, net of tax (2)
|
83
|
|
|
302
|
|
|
954
|
|
|
302
|
|
||||
Pension remeasurement, net of tax (3)
|
323
|
|
|
—
|
|
|
(381
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive income
|
$
|
11,658
|
|
|
$
|
5,374
|
|
|
$
|
16,600
|
|
|
$
|
19,418
|
|
(1)
|
Amounts are net of tax of $44 and $43 for the 13 weeks ended April 25, 2020 and April 27, 2019, respectively, and $132 and $131 for the 39 weeks ended April 25, 2020 and April 27, 2019, respectively. All amounts are reclassified from Accumulated other comprehensive loss to Operating and administrative expense.
|
(2)
|
Amounts are net of tax of $33 and $129 for the 13 weeks ended April 25, 2020 and April 27, 2019, respectively, and $408 and $129 for the 39 weeks ended April 25, 2020 and April 27, 2019, respectively. All amounts are reclassified from accumulated other comprehensive loss to operating and administrative expense.
|
(3)
|
Amounts are net of tax of $139 and $164 for the 13 and 39 weeks ended April 25, 2020.
|
VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands) (Unaudited)
|
|||||||||||||||||||||||||||||||||||||||
|
13 Weeks Ended April 25, 2020 and April 27, 2019
|
||||||||||||||||||||||||||||||||||||||
|
Class A
Common Stock |
|
Class B
Common Stock |
|
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Treasury Stock
Class A |
|
Total
Shareholders'
Equity
|
||||||||||||||||||||||||||||
|
Shares Issued
|
|
Amount
|
|
Shares Issued
|
|
Amount
|
|
Retained Earnings
|
|
Shares
|
|
Amount
|
||||||||||||||||||||||||||
Balance, January 25, 2020
|
10,586
|
|
|
$
|
66,655
|
|
|
4,294
|
|
|
$
|
697
|
|
|
$
|
272,401
|
|
|
$
|
(7,972
|
)
|
|
513
|
|
|
$
|
(9,799
|
)
|
|
$
|
321,982
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,152
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,152
|
|
|||||||||||||
Other comprehensive income, net of tax of $216
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
506
|
|
|
—
|
|
|
—
|
|
|
506
|
|
|||||||||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,259
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,259
|
)
|
|||||||||||||
Treasury stock purchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
213
|
|
|
(4,140
|
)
|
|
(4,140
|
)
|
|||||||||||||
Restricted shares forfeited
|
(1
|
)
|
|
(19
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|||||||||||||
Share-based compensation expense
|
385
|
|
|
786
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
786
|
|
|||||||||||||
Balance, April 25, 2020
|
10,970
|
|
|
$
|
67,422
|
|
|
4,294
|
|
|
$
|
697
|
|
|
$
|
280,294
|
|
|
$
|
(7,466
|
)
|
|
726
|
|
|
$
|
(13,939
|
)
|
|
$
|
327,008
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Balance, January 26, 2019
|
10,574
|
|
|
$
|
63,194
|
|
|
4,304
|
|
|
$
|
699
|
|
|
$
|
265,508
|
|
|
$
|
(7,981
|
)
|
|
524
|
|
|
$
|
(9,880
|
)
|
|
$
|
311,540
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,970
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,970
|
|
|||||||||||||
Other comprehensive income, net of tax of $172
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
404
|
|
|
—
|
|
|
—
|
|
|
404
|
|
|||||||||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,222
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,222
|
)
|
|||||||||||||
Exercise of stock options
|
—
|
|
|
337
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36
|
)
|
|
671
|
|
|
1,008
|
|
|||||||||||||
Share-based compensation expense
|
12
|
|
|
871
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
871
|
|
|||||||||||||
Conversion of Class B shares to Class A shares
|
10
|
|
|
2
|
|
|
(10
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||||
Balance, April 27, 2019
|
10,596
|
|
|
$
|
64,404
|
|
|
4,294
|
|
|
$
|
697
|
|
|
$
|
267,256
|
|
|
$
|
(7,577
|
)
|
|
488
|
|
|
$
|
(9,209
|
)
|
|
$
|
315,571
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
39 Weeks Ended April 25, 2020 and April 27, 2019
|
||||||||||||||||||||||||||||||||||||||
|
Class A
Common Stock
|
|
Class B
Common Stock
|
|
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Treasury Stock
Class A
|
|
Total
Shareholders'
Equity
|
||||||||||||||||||||||||||||
|
Shares Issued
|
|
Amount
|
|
Shares Issued
|
|
Amount
|
|
Retained Earnings
|
|
Shares
|
|
Amount
|
||||||||||||||||||||||||||
Balance, July 27, 2019
|
10,593
|
|
|
$
|
65,114
|
|
|
4,294
|
|
|
$
|
697
|
|
|
$
|
270,753
|
|
|
$
|
(8,342
|
)
|
|
502
|
|
|
$
|
(9,550
|
)
|
|
$
|
318,672
|
|
|||||||
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
15,724
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
15,724
|
|
||||||
Other comprehensive income, net of tax of $376
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
876
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
876
|
|
||||||
Dividends
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(9,697
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
(9,697
|
)
|
||||||
Treasury stock purchases
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
224
|
|
—
|
|
(4,389
|
)
|
|
(4,389
|
)
|
||||||
Restricted shares forfeited
|
(10
|
)
|
—
|
|
(199
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
(199
|
)
|
||||||
Share-based compensation expense
|
387
|
|
—
|
|
2,507
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
2,507
|
|
||||||
Adjustment due to the adoption of ASU 2016-02, net of tax of $1,385
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,514
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,514
|
|
|||||||||||||
Balance, April 25, 2020
|
10,970
|
|
|
$
|
67,422
|
|
|
4,294
|
|
|
$
|
697
|
|
|
$
|
280,294
|
|
|
$
|
(7,466
|
)
|
|
726
|
|
|
$
|
(13,939
|
)
|
|
$
|
327,008
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Balance, July 28, 2018
|
10,575
|
|
|
$
|
61,678
|
|
|
4,304
|
|
|
$
|
699
|
|
|
$
|
258,104
|
|
|
$
|
(8,185
|
)
|
|
496
|
|
|
$
|
(9,151
|
)
|
|
$
|
303,145
|
|
|||||||
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
18,810
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
18,810
|
|
||||||
Other comprehensive income, net of tax of $260
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
608
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
608
|
|
||||||
Dividends
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(9,658
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
(9,658
|
)
|
||||||
Exercise of stock options
|
—
|
|
—
|
|
337
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(36
|
)
|
—
|
|
671
|
|
|
1,008
|
|
||||||
Treasury stock purchases
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
28
|
|
—
|
|
(729
|
)
|
|
(729
|
)
|
||||||
Restricted shares forfeited
|
(9
|
)
|
—
|
|
(127
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
(127
|
)
|
||||||
Share-based compensation expense
|
20
|
|
—
|
|
2,514
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
2,514
|
|
||||||
Conversion of Class B shares to Class A shares
|
10
|
|
—
|
|
2
|
|
—
|
|
(10
|
)
|
—
|
|
(2
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
||||||
Balance, April 27, 2019
|
10,596
|
|
|
$
|
64,404
|
|
|
4,294
|
|
|
$
|
697
|
|
|
$
|
267,256
|
|
|
$
|
(7,577
|
)
|
|
488
|
|
|
$
|
(9,209
|
)
|
|
$
|
315,571
|
|
VILLAGE SUPER MARKET, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) (Unaudited)
|
|||||||
|
39 Weeks Ended
|
||||||
|
April 25,
2020 |
|
April 27,
2019 |
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
15,724
|
|
|
$
|
18,810
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|||
Depreciation and amortization
|
22,914
|
|
|
20,481
|
|
||
Non-cash share-based compensation
|
2,308
|
|
|
2,387
|
|
||
Loss on pension settlements
|
1,362
|
|
|
431
|
|
||
Deferred taxes
|
983
|
|
|
(392
|
)
|
||
Provision to value inventories at LIFO
|
400
|
|
|
303
|
|
||
Gain on sale of assets
|
(1,252
|
)
|
|
(102
|
)
|
||
|
|
|
|
||||
Changes in assets and liabilities:
|
|
|
|
|
|||
Merchandise inventories
|
5,490
|
|
|
188
|
|
||
Patronage dividend receivable
|
4,408
|
|
|
3,575
|
|
||
Accounts payable to Wakefern
|
9,962
|
|
|
(2,132
|
)
|
||
Accounts payable and accrued expenses
|
(3,153
|
)
|
|
1,069
|
|
||
Accrued wages and benefits
|
(982
|
)
|
|
495
|
|
||
Income taxes receivable / payable
|
1,278
|
|
|
(2,394
|
)
|
||
Other assets and liabilities
|
(38
|
)
|
|
(2,950
|
)
|
||
Net cash provided by operating activities
|
59,404
|
|
|
39,769
|
|
||
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
||
Capital expenditures
|
(47,812
|
)
|
|
(18,815
|
)
|
||
Proceeds from the sale of assets
|
1,261
|
|
|
102
|
|
||
Investment in notes receivable from Wakefern
|
(2,243
|
)
|
|
(27,263
|
)
|
||
Maturity of notes receivable from Wakefern
|
—
|
|
|
24,937
|
|
||
Acquisition deposit in escrow
|
(7,600
|
)
|
|
—
|
|
||
Acquisition of Gourmet Garage, net of cash acquired
|
64
|
|
|
—
|
|
||
Net cash used in investing activities
|
(56,330
|
)
|
|
(21,039
|
)
|
||
|
|
|
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||
Proceeds from exercise of stock options
|
—
|
|
|
1,008
|
|
||
Excess tax benefit related to share-based compensation
|
—
|
|
|
26
|
|
||
Principal payments of long-term debt
|
(507
|
)
|
|
(1,354
|
)
|
||
Dividends
|
(9,697
|
)
|
|
(9,658
|
)
|
||
Treasury stock purchases, including shares surrendered for withholding taxes
|
(4,389
|
)
|
|
(729
|
)
|
||
Net cash used in financing activities
|
(14,593
|
)
|
|
(10,707
|
)
|
||
|
|
|
|
||||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
(11,519
|
)
|
|
8,023
|
|
||
|
|
|
|
||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
101,121
|
|
|
96,108
|
|
||
|
|
|
|
||||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
89,602
|
|
|
$
|
104,131
|
|
|
|
|
|
||||
SUPPLEMENTAL DISCLOSURES OF CASH PAYMENTS MADE FOR:
|
|
|
|
|
|
||
Interest
|
$
|
1,698
|
|
|
$
|
3,334
|
|
Income taxes
|
$
|
4,132
|
|
|
$
|
10,790
|
|
|
|
|
|
||||
NONCASH SUPPLEMENTAL DISCLOSURES:
|
|
|
|
|
|
||
Investment in Wakefern and increase in notes payable to Wakefern
|
$
|
93
|
|
|
$
|
838
|
|
|
|
13 Weeks Ended
|
|
39 Weeks Ended
|
||||||||||||
Consolidated Statement of Operations Classification
|
|
April 25,
2020 |
|
April 27,
2019 |
|
April 25,
2020 |
|
April 27,
2019 |
||||||||
Operating and administrative expense
|
|
$
|
677
|
|
|
$
|
—
|
|
|
$
|
2,031
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
|
—
|
|
|
91
|
|
|
—
|
|
|
305
|
|
||||
Interest expense
|
|
—
|
|
|
535
|
|
|
—
|
|
|
1,612
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
$
|
677
|
|
|
$
|
626
|
|
|
$
|
2,031
|
|
|
$
|
1,917
|
|
|
|
|
|
|
|
|
|
|
|
13 Weeks Ended
|
|
39 Weeks Ended
|
||||||||||||
|
April 25, 2020
|
|
April 25, 2020
|
||||||||||||
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income allocated, basic
|
$
|
8,431
|
|
|
$
|
2,398
|
|
|
$
|
11,892
|
|
|
$
|
3,390
|
|
Conversion of Class B to Class A shares
|
2,398
|
|
|
—
|
|
|
3,390
|
|
|
—
|
|
||||
Effect of share-based compensation on allocated net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income allocated, diluted
|
$
|
10,829
|
|
|
$
|
2,398
|
|
|
$
|
15,282
|
|
|
$
|
3,390
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average shares outstanding, basic
|
9,789
|
|
|
4,294
|
|
|
9,775
|
|
|
4,294
|
|
||||
Conversion of Class B to Class A shares
|
4,294
|
|
|
—
|
|
|
4,294
|
|
|
—
|
|
||||
Weighted average shares outstanding, diluted
|
14,083
|
|
|
4,294
|
|
|
14,069
|
|
|
4,294
|
|
||||
|
|
|
|
|
|
|
|
||||||||
|
13 Weeks Ended
|
|
39 Weeks Ended
|
||||||||||||
|
April 27, 2019
|
|
April 27, 2019
|
||||||||||||
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income allocated, basic
|
$
|
3,770
|
|
|
$
|
1,076
|
|
|
$
|
14,237
|
|
|
$
|
4,083
|
|
Conversion of Class B to Class A shares
|
1,076
|
|
|
—
|
|
|
4,083
|
|
|
—
|
|
||||
Effect of share-based compensation on allocated net income
|
5
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||
Net income allocated, diluted
|
$
|
4,851
|
|
|
$
|
1,075
|
|
|
$
|
18,320
|
|
|
$
|
4,082
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average shares outstanding, basic
|
9,756
|
|
|
4,294
|
|
|
9,737
|
|
|
4,300
|
|
||||
Conversion of Class B to Class A shares
|
4,294
|
|
|
—
|
|
|
4,300
|
|
|
—
|
|
||||
Dilutive effect of share-based compensation
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Weighted average shares outstanding, diluted
|
14,067
|
|
|
4,294
|
|
|
14,037
|
|
|
4,300
|
|
|
13 Weeks Ended
|
|
39 Weeks Ended
|
||||||||||||
|
April 25,
2020 |
|
April 27,
2019 |
|
April 25,
2020 |
|
April 27,
2019 |
||||||||
Service cost
|
$
|
51
|
|
|
$
|
53
|
|
|
$
|
152
|
|
|
$
|
160
|
|
Interest cost on projected benefit obligations
|
512
|
|
|
655
|
|
|
1,643
|
|
|
1,964
|
|
||||
Expected return on plan assets
|
(733
|
)
|
|
(721
|
)
|
|
(2,061
|
)
|
|
(2,162
|
)
|
||||
Loss on settlement
|
116
|
|
|
431
|
|
|
1,362
|
|
|
431
|
|
||||
Amortization of net losses
|
144
|
|
|
145
|
|
|
435
|
|
|
437
|
|
||||
Net periodic pension cost
|
$
|
90
|
|
|
$
|
563
|
|
|
$
|
1,531
|
|
|
$
|
830
|
|
|
|
|
13 Weeks Ended
|
|
39 Weeks Ended
|
||||
|
Consolidated Statement of Operations Classification
|
|
April 25,
2020 |
|
April 25,
2020 |
||||
Operating lease cost
|
Operating and administrative expense
|
|
$
|
4,393
|
|
|
$
|
13,597
|
|
Finance lease cost
|
|
|
|
|
|
||||
Amortization of leased assets
|
Depreciation and amortization
|
|
237
|
|
|
710
|
|
||
Interest on lease liabilities
|
Interest expense
|
|
512
|
|
|
1,544
|
|
||
Variable lease cost
|
Operating and administrative expense
|
|
3,724
|
|
|
11,387
|
|
||
|
|
|
|
|
|
||||
Total lease cost
|
|
|
$
|
8,866
|
|
|
$
|
27,238
|
|
|
|
Operating leases
|
|
Finance leases
|
|
Total
|
||||||
Remainder of 2020
|
|
$
|
4,946
|
|
|
$
|
672
|
|
|
$
|
5,618
|
|
2021
|
|
16,621
|
|
|
2,689
|
|
|
19,310
|
|
|||
2022
|
|
15,739
|
|
|
2,689
|
|
|
18,428
|
|
|||
2023
|
|
15,412
|
|
|
2,689
|
|
|
18,101
|
|
|||
2024
|
|
13,276
|
|
|
2,689
|
|
|
15,965
|
|
|||
Thereafter
|
|
79,385
|
|
|
24,428
|
|
|
103,813
|
|
|||
Total lease payments
|
|
145,379
|
|
|
35,856
|
|
|
181,235
|
|
|||
Less amount representing interest
|
|
38,196
|
|
|
12,161
|
|
|
50,357
|
|
|||
|
|
|
|
|
|
|
|
|||||
Present value of lease liabilities
|
|
$
|
107,183
|
|
|
$
|
23,695
|
|
|
$
|
130,878
|
|
|
Capital and
financing leases
|
|
Operating
leases
|
||||
2020
|
$
|
5,173
|
|
|
$
|
13,573
|
|
2021
|
5,240
|
|
|
12,972
|
|
||
2022
|
5,240
|
|
|
10,348
|
|
||
2023
|
5,305
|
|
|
9,747
|
|
||
2024
|
5,342
|
|
|
7,457
|
|
||
Thereafter
|
43,708
|
|
|
61,043
|
|
||
Minimum lease payments
|
70,008
|
|
|
$
|
115,140
|
|
|
Less amount representing interest
|
28,233
|
|
|
|
|
||
|
|
|
|
||||
Present value of minimum lease payments
|
41,775
|
|
|
|
|
||
|
|
|
|
||||
Less current portion
|
1,022
|
|
|
|
|
||
|
$
|
40,753
|
|
|
|
|
•
|
An unsecured revolving line of credit providing a maximum amount available for borrowing of $125,000. Indebtedness under this agreement bears interest at the applicable LIBOR rate plus 1.10% and expires on May 6, 2025.
|
•
|
An unsecured term loan with a maximum loan amount of $25,500. On May 12, 2020, Village executed a $25,500 term note, repayable in equal monthly installments based on a seven-year amortization schedule through May 4, 2027 and bearing interest at the applicable LIBOR rate plus 1.35%. Additionally, Village executed an interest rate swap for a notional amount equal to the term loan amount that fixes the base LIBOR rate at .41% per annum through May 4, 2027, resulting in a fixed effective interest rate of 1.76% on the term note.
|
•
|
The ability to convert up to $50,000 of the revolving line of credit to a secured converted term loan, which shall reduce the maximum amount available for borrowing under the revolving line of credit. Village expects to reduce the capacity of the revolving line of credit by converting approximately $50,000 to a converted term loan that will bear interest at the applicable LIBOR rate plus 1.50% and will be repayable in equal monthly installments based on a fifteen-year amortization schedule beginning on the conversion date. The converted term loan is subject to completion of closing conditions, including title searches and environmental studies for properties to be mortgaged. Additionally, Village executed a forward interest rate swap, effective August 3, 2020, for a notional amount of $50,000 that fixes the base LIBOR rate at .69% per annum for fifteen years, resulting in a fixed effective interest rate of 2.19% on the converted term loan.
|
•
|
Enhanced and more frequent sanitation practices, including hourly cleaning of high touch point areas throughout our stores, nightly deep cleaning and bi-weekly disinfectant fogging in every store
|
•
|
Reduced store operating hours, including the closure of all stores on Easter Sunday, to provide time for our associates to rest and complete the enhanced cleaning practices
|
•
|
Created a centralized call center to provide our associates with consistent, accurate, reliable guidance regarding Company policies and CDC recommended protocols
|
•
|
Created a text communication platform to provide enrolled associates with real-time alerts and updates
|
•
|
Expanded remote work capabilities for office associates and limited travel of regional supervision teams
|
•
|
Provided over 150,000 meals, including two hot meals during the day to all associates on duty and a boxed lunch to all night crew associates, through the Feeding Our Village Heroes Program
|
•
|
Provided over 15,000 meals sourced from local restaurants to healthcare professionals through our Heroes Feeding Heroes program
|
•
|
Reserved the first hour of business each day for elderly and at-risk customers
|
•
|
Implemented a temporary wage premium of $2 per hour above the standard base rate of pay for all hourly front-line associates and weekly premiums for salaried front-line associates, applied to hours worked from March 22nd through June 13th
|
•
|
Accelerated payment of quarterly bonuses for the 13 weeks ended April 25, 2020
|
•
|
Provided Emergency Paid Leave to associates affected by COVID-19
|
•
|
Maintained health care coverage for all associates unable to work due to COVID-19
|
•
|
Blue Squares for Social Distancing program - installed floor markers and additional signage in high traffic areas to signify six-foot distances to encourage proper social distancing
|
•
|
Installed plexiglass shields at all registers, guest services and pharmacy counters
|
•
|
Reduced offerings at service departments, eliminated the sale of bulk self-service merchandise and closed in-store restaurants and dining areas to assist and encourage social distancing
|
•
|
Limited the number of customers to approximately 30% of each store's maximum occupancy
|
•
|
Implemented a Personal Protective Equipment program and provided associates with masks and gloves
|
•
|
Donated and supplied masks to local hospitals
|
•
|
Implemented temperature checks for all associates
|
•
|
Expanded digital capabilities, including four rapidly deployed "pop-up" ShopRite from Home stores, contactless pickup and prescription drug pickup and delivery
|
•
|
Expanded partnerships with online grocery picking and delivery services to better support our customers increased demand for these services
|
•
|
Introduced the Essentials Box Program - providing a safe and convenient way to stock up on in-demand produce or cleaning products, pre-packaged and available for delivery
|
•
|
Expanded mobile scan to an additional 10 stores
|
|
13 Weeks Ended
|
|
39 Weeks Ended
|
||||||||
|
April 25, 2020
|
|
April 27, 2019
|
|
April 25, 2020
|
|
April 27, 2019
|
||||
Sales
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
Cost of sales
|
71.66
|
|
|
72.03
|
|
|
72.27
|
|
|
72.21
|
|
Gross profit
|
28.34
|
|
|
27.97
|
|
|
27.73
|
|
|
27.79
|
|
Operating and administrative expense
|
23.34
|
|
|
24.62
|
|
|
24.39
|
|
|
23.97
|
|
Depreciation and amortization
|
1.68
|
|
|
1.65
|
|
|
1.76
|
|
|
1.66
|
|
Operating income
|
3.32
|
|
|
1.70
|
|
|
1.58
|
|
|
2.16
|
|
Interest expense
|
(0.12
|
)
|
|
(0.28
|
)
|
|
(0.13
|
)
|
|
(0.27
|
)
|
Interest income
|
0.20
|
|
|
0.35
|
|
|
0.25
|
|
|
0.32
|
|
Income before taxes
|
3.40
|
|
|
1.77
|
|
|
1.70
|
|
|
2.21
|
|
Income taxes
|
0.97
|
|
|
0.51
|
|
|
0.49
|
|
|
0.66
|
|
Net income
|
2.43
|
%
|
|
1.26
|
%
|
|
1.21
|
%
|
|
1.55
|
%
|
•
|
An unsecured revolving line of credit providing a maximum amount available for borrowing of $125,000. Indebtedness under this agreement bears interest at the applicable LIBOR rate plus 1.10% and expires on May 6, 2025.
|
•
|
An unsecured term loan with a maximum loan amount of $25,500. On May 12, 2020, Village executed a $25,500 term note, repayable in equal monthly installments based on a seven-year amortization schedule through May 4, 2027 and bearing interest at the applicable LIBOR rate plus 1.35%. Additionally, Village executed an interest rate swap for a notional amount equal to the term loan amount that fixes the base LIBOR rate at .41% per annum through May 4, 2027, resulting in a fixed effective interest rate of 1.76% on the term note.
|
•
|
The ability to convert up to $50,000 of the revolving line of credit to a secured converted term loan, which shall reduce the maximum amount available for borrowing under the revolving line of credit. Village expects to reduce the capacity of the revolving line of credit by converting approximately $50,000 to a converted term loan that will bear interest at the applicable LIBOR rate plus 1.50% and will be repayable in equal monthly installments based on a fifteen-year amortization schedule beginning on the conversion date. The converted term loan is subject to completion of customary closing conditions, including title searches and environmental studies for properties to be mortgaged. Additionally, Village executed a forward interest rate swap, effective August 3, 2020, for a notional amount of $50,000 that fixes the base LIBOR rate at .69% per annum for fifteen years, resulting in a fixed effective interest rate of 2.19% on the converted term loan.
|
•
|
Due to the uncertainty arising from the COVID-19 global health crisis and its significant impact on our business, the Company will not provide same store sales guidance for fiscal 2020.
|
•
|
We have budgeted $55,000 for capital expenditures in fiscal 2020. Planned expenditures include the construction of a replacement store in Stroudsburg, Pennsylvania, one major remodel, expansion of ShopRite from Home, and various merchandising, technology, equipment and facility upgrades.
|
•
|
The Board’s current intention is to continue to pay quarterly dividends in 2020 at the most recent rate of $.25 per Class A and $.1625 per Class B share.
|
•
|
We believe cash and cash equivalents on hand, operating cash flow and the Company's Credit Facility will be adequate to meet anticipated requirements for working capital, capital expenditures, acquisition of Fairway and debt payments for the foreseeable future.
|
•
|
We expect our effective income tax rate in fiscal 2020 to be in the range of 29.5% - 30.5%.
|
•
|
We expect approximately $1,800 of net periodic pension costs in fiscal 2020 related to the four Company sponsored defined benefit pension plans. The Company expects contributions to its defined benefit pension plans to be immaterial in fiscal 2020.
|
•
|
The Company operates in and around one of the epicenters of the COVID-19 health crisis with much of our trade area under stay-at-home orders since mid-March 2020. The Company is classified as an essential business and has remained open to serve our customers and the communities in which we operate. The continuing impact on our business, including the length and impact of stay-at-home orders and/or regional quarantines, labor shortages and employment trends, disruptions to supply chains, including our ability to obtain products from our suppliers, higher operating costs, the form and impact of economic stimulus and general overall economic instability, is uncertain at this time and could have a material adverse effect on our business, results of operations, financial condition and cash flows. Furthermore, the impact of the COVID-19 health crisis may exacerbate other risks and uncertainties included herein and in the Company’s Annual Report on Form 10-K for the year ended July 27, 2019, which could have a material effect on the Company.
|
•
|
The Fairway acquisition involves a number of risks, uncertainties and challenges, including under-performance relative to our expectations, additional capital requirements, unforeseen expenses or delays, imprecise assumptions or our inability to achieve projected cost savings or other synergies, competitive factors in the marketplace and difficulties integrating the business, including merging company cultures, cultivating brand strategy, expansion of food production and conforming the acquired company's standards, processes, procedures and controls. Many of these potential circumstances are outside of our control and any of them could result in an adverse impact on our results of operations, financial condition and cash flows and the diversion of management time and resources.
|
•
|
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, New York, Pennsylvania and Maryland. We are vulnerable to economic downturns in these states 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 and also has demand deposits and notes receivable due from Wakefern.
|
•
|
Approximately 88% 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.
|
Period(1)
|
|
Total Number of Shares Purchased(2)
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (3)
|
January 26, 2020 to February 22, 2020
|
|
—
|
|
$—
|
|
—
|
|
$5,435,665
|
February 23, 2020 to March 21, 2020
|
|
212,867
|
|
$19.45
|
|
116,103
|
|
$3,202,713
|
March 22, 2020 to April 25, 2020
|
|
—
|
|
$—
|
|
—
|
|
$3,202,713
|
Total
|
|
212,867
|
|
$—
|
|
116,103
|
|
$3,202,713
|
(1)
|
The reported periods conform to our fiscal calendar.
|
Item 6.
|
Exhibits
|
|
|
Exhibit 31.1
|
|
|
|
Exhibit 31.2
|
|
|
|
Exhibit 32.1
|
Certification (furnished, not filed)
|
|
|
Exhibit 32.2
|
Certification (furnished, not filed)
|
|
|
Exhibit 99.1
|
|
|
|
101 INS
|
XBRL Instance
|
|
|
101 SCH
|
XBRL Schema
|
|
|
101 CAL
|
XBRL Calculation
|
|
|
101 DEF
|
XBRL Definition
|
|
|
101 LAB
|
XBRL Label
|
|
|
101 PRE
|
XBRL Presentation
|
|
Village Super Market, Inc.
|
|
Registrant
|
|
|
Dated: June 4, 2020
|
/s/ Robert P. Sumas
|
|
Robert P. Sumas
|
|
(Chief Executive Officer)
|
|
|
Dated: June 4, 2020
|
/s/ John Van Orden
|
|
John Van Orden
|
|
(Chief Financial Officer)
|
1 Year Village Super Market Chart |
1 Month Village Super Market Chart |
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