VILLAGE SUPER MARKET INC Form 10-K Annual Report Filed 2023-10-11

Business Address

733 MOUNTAIN AVE

SPRINGFIELD NJ 07081

2014672200

Mailing Address

733 MOUNTAIN AVE

SPRINGFIELD NJ 07081

SECURITIES AND EXCHANGE COMMISSION

FORM 10-K

Annual report pursuant to section 13 and 15(d)

Filing Date: 2023-10-11 | Period of Report: 2023-07-29

SEC Accession No. 0000103595-23-000014

(HTML Version on secdatabase.com)

FILER

VILLAGE SUPER MARKET INC

CIK:103595| IRS No.: 221576170 | State of Incorp.:NJ | Fiscal Year End: 0727

Type: 10-K | Act: 34 | File No.: 001-33360 | Film No.: 231320258

SIC: 5411 Grocery stores

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UNITED STATES

SECURITIES & EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-K

☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934.

For the fiscal year ended July 29, 2023

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

COMMISSION FILE NUMBER: 0-33360

VILLAGE SUPER MARKET, INC.

(Exact name of registrant as specified in its charter)

New Jersey 22-1576170

(State or other jurisdiction of incorporation or organization) (I. R. S. Employer Identification No.)

733 Mountain Avenue, Springfield, New Jersey 07081

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (973) 467-2200

Securities registered pursuant to Section 12(b) of the Act:

Class A common stock, no par value VLGEA The NASDAQ Stock Market

(Title of Class) (Trading Symbol) (Name of exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ý

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934

during the preceding 12 months (or for such shorter period that registrant was required to file such reports), and (2) has been subject to such filing

requirements for the past 90 days. Yes ý No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File

required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such

shorter period that the registrant was required to submit and post such files). Yes ý No ☐

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

will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this

Form 10-K or any amendment to this Form 10-K. ý

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or

an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and " emerging growth

company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☒

Non-accelerated filer ☐

(Do not check if a smaller reporting company)

Smaller reporting company ☒

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any

new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal

control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that

prepared or issued its audit report. ý

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If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the

filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation

received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

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

The aggregate market value of the Class A common stock of Village Super Market, Inc. held by non-affiliates was approximately $0.3 million and the

aggregate market value of the Class B common stock held by non-affiliates was approximately $0.3 million based upon the closing price of the Class A

shares on the NASDAQ on January 28, 2023, the last business day of the second fiscal quarter. There are no other classes of voting stock outstanding.

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of latest practicable date.

Outstanding at

Class October 11, 2023

Class A common stock, no par value 10,651,144 Shares

Class B common stock, no par value 4,203,748 Shares

DOCUMENTS INCORPORATED BY REFERENCE

Information contained in the 2023 definitive Proxy Statement to be filed with the Commission and delivered to security holders in connection with the

Annual Meeting scheduled to be held on December 15, 2023 are incorporated by reference into this Form 10-K at Part II, Item 5 and Part III.

PART I

(All dollar amounts are in thousands, except per share and per square foot data).

ITEM I. BUSINESS

GENERAL

Village Super Market, Inc. (the “Company” or “Village”) was founded in 1937. Village operates a chain of 34 supermarkets in New

Jersey (26), New York (6), Maryland (1) and Pennsylvania (1) under the ShopRite and Fairway banners and four Gourmet Garage

specialty markets in New York City. Village is the second largest member of Wakefern Food Corporation (“Wakefern”), the nation’s

largest retailer-owned food cooperative and owner of the ShopRite, Fairway and Gourmet Garage names. This ownership interest in

Wakefern provides Village with many of the economies of scale in purchasing, distribution, advanced retail technology, marketing and

advertising associated with chains of greater size and geographic coverage.

The supermarket industry is highly competitive and characterized by narrow profit margins. The Company 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. The

Company competes by providing a superior customer service experience, competitive pricing and a broad range of consistently available

quality products. The ShopRite Price Plus and Fairway Insider customer loyalty programs enable Village to offer continuity programs,

focus on target marketing initiatives and to offer discounts and attach digital coupons directly to a customer's loyalty card.

Online grocery ordering for in-store pick up or home delivery is available in all of our ShopRite stores through shoprite.com, the ShopRite

app or through third party service providers. Additionally, the ShopRite Order Express app enables customers to pre-order deli, catering,

specialty occasion cakes and other items. Online ordering for home delivery is available in all Fairway stores through fairwaymarket.com,

the Fairway app or through third party service providers. Online ordering for home delivery is available in all Gourmet Garage stores

through gourmetgarage.com, the Gourmet Garage app or through third party service providers.

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To promote production efficiency, product quality and consistency, the Company operates a centralized commissary supplying certain

products in deli, bakery, prepared foods and other perishable product categories to all stores. The Company also owns and operates an

automated micro-fulfillment center to facilitate online order fulfillment for the south NJ stores.

During fiscal 2023, sales per store were $57,017 and sales per average square foot of selling space were $1,460.

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Below is a summary of the range of store sizes at July 29, 2023:

Total Square Feet

Number of

Stores

Greater than 60,000 16

50,001 to 60,000 9

40,001 to 50,000 5

20,000 to 40,000 4

Less than 20,000

Total

These larger store sizes enable the Company to offer a wide variety of national branded and locally sourced food products, including

grocery, meat, produce, dairy, deli, seafood, prepared foods, bakery and frozen foods as well as non-food product offerings, including

health and beauty care, general merchandise, liquor and 21 in-store pharmacies. Most product departments include high-quality,

competitively priced own-brand offerings under the Wholesome Pantry, Bowl & Basket, Paperbird and Fairway brands. Our Fairway

Markets offer a one-stop destination shopping experience with an emphasis on fresh, unique, and high quality offerings paired with an

expansive variety of natural, organic, specialty and gourmet products. Our Gourmet Garage specialty markets offer organic produce,

signature soups and prepared foods, high-quality meat and seafood, charcuterie and gourmet cheeses, artisan baked bread and pastries,

chef-prepared meals to go and pantry staples.

The following table shows the percentage of the Company's sales allocated to various product categories during each of the periods

indicated:

Product Categories

2023 2022

Groceries 34.9 % 34.4 %

Dairy and Frozen 17.3 17.1

Produce 13.2 13.3

Meats 9.3 9.7

Non-Foods 6.8 7.2

Deli and Prepared Food 8.3 8.1

Pharmacy 3.3 3.3

Seafood 2.9 3.0

Bakery 2.8 2.7

Liquor 0.9 0.9

Other

0.3 0.3

100 % 100 %

A variety of factors affect the profitability of each of the Company's stores, including competition, size, access and parking, lease terms,

management supervision, and the strength of the applicable banner in the local community. The Company gives ongoing attention to the

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décor and format of its stores and tailors each store's product mix to the preferences of the local community. Village continually evaluates

individual stores to determine if they should be closed, remodeled or replaced.

On August 14, 2022, we converted the Pelham, NY store from the Fairway banner to the ShopRite banner and a major remodel of the

store was completed in late October 2022.

On April 29, 2022, Village opened a 14,600 sq. ft. Gourmet Garage in the West Village in Manhattan, NYC.

ACQUISITIONS, DEVELOPMENT AND EXPANSION

The Company has an ongoing program to upgrade and expand its supermarket chain. This program has included store remodels as well

as the opening or acquisition of additional stores. When remodeling, Village has sought, whenever possible, to increase the amount of

selling space in its stores.

We have budgeted $85,000 for capital expenditures in fiscal 2024. Planned expenditures include costs for construction of the Old Bridge

replacement store scheduled to open in fiscal 2024 and two other replacement stores scheduled to open in fiscal 2025, potential real estate

purchases, several smaller store remodels and merchandising initiatives and various technology,

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equipment and facility upgrades. The Company’s primary sources of liquidity in fiscal 2024 are expected to be cash and cash equivalents

on hand at July 29, 2023 and operating cash flow generated in fiscal 2024.

On April 28, 2022, the Company entered into a partnership agreement for a 30% interest in the development of a retail center in Old

Bridge, New Jersey, which includes Village's Old Bridge replacement store with an operating lease obligation of $4,127 as of July 29,

2023. Village will fund its share of project costs estimated to be $15,000 to $20,000 over the two to three year life of the project. As

of July 29, 2023, Village has invested $10,875 into the real estate partnership, which is accounted for as an equity method investment

included in Investments in Real Estate Partnerships on the Consolidated Balance Sheet.

Additional store remodels and sites for new stores are in various stages of development. Village will also consider additional acquisitions

should appropriate opportunities arise.

Fiscal 2023

Fiscal 2023 capital expenditures primarily include costs associated with the remodel and conversion of the Pelham, NY Fairway to the

ShopRite banner, the new Gourmet Garage store in the West Village of New York City, the purchase of the Vineland store shopping

center, costs for construction of the Old Bridge replacement store, installation of electronic shelf labels, continued expansion of self-

checkout, and various technology, equipment and facility upgrades.

Fiscal 2022

Fiscal 2022 capital expenditures primarily include costs associated with the purchase of the Galloway store shopping center, the purchase

of land in central New Jersey for a potential replacement store and other development, the new Gourmet Garage store in the West Village

of New York City, continued expansion of self-checkout, and various merchandising, technology, equipment and facility upgrades.

WAKEFERN FOOD CORPORATION

The Company is the second largest member of Wakefern and owns 12.7% of Wakefern’s outstanding stock as of July 29, 2023. Wakefern,

which was organized in 1946, is the nation’s largest retailer-owned food cooperative. Wakefern and its 45 shareholder members operate

366 supermarkets and other retail formats, including 88 stores operated by Wakefern. Only Wakefern and its members are entitled to use

the ShopRite, Fairway and Gourmet Garage names and trademarks, and to participate in related advertising and promotional programs.

The principal benefits to the Company from its relationship with Wakefern are the use of the ShopRite, Fairway and Gourmet Garage

names and trademarks, volume purchasing, store and own branded products, distribution and warehousing economies of scale, advertising

and promotional programs and the development of advanced retail technology. The Company believes that the ShopRite and Fairway

names are widely recognized by its customers and is a factor in their decisions about where to shop. Store and own branded products

accounted for approximately 14% of ShopRite sales in fiscal 2023.

Wakefern distributes as a "patronage dividend" to each of its stockholders a share of substantially all of its earnings in proportion to the

dollar volume of purchases by the stockholder from Wakefern during each fiscal year.

While Wakefern has a substantial professional staff, it operates as a member owned cooperative. Executives of most members make

contributions of time to the business of Wakefern. Executives of the Company spend a significant amount of their time working on

various Wakefern committees, which oversee and direct Wakefern purchasing, merchandising and other programs. In addition, Nicholas

Sumas, the Company’s Co-President, is a member of the Wakefern Board of Directors.

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Most of the Company's advertising is developed and placed by Wakefern's professional advertising staff. Wakefern is responsible for all

broadcast television, radio, print and digital advertisements. Wakefern bills its members using various formulas which allocate advertising

costs in accordance with the estimated proportional benefits to each member from such advertising. The Company also places Wakefern

developed materials with local newspapers. In addition, Wakefern and its affiliates provide the Company with other services including

liability and property insurance, supplies, certain equipment purchasing, coupon processing, certain financial accounting applications,

retail technology support, including shoprite.com, gourmetgarage.com, fairwaymarket.com, branded apps and other store services.

Wakefern operates warehouses and distribution facilities in Elizabeth, Keasbey, Dayton, Newark and Jamesburg, New Jersey and

Gouldsboro, Breinigsville and Hatfield, Pennsylvania. The Company and all other members of Wakefern are parties to the Wakefern

Stockholders' Agreement which provides for certain commitments by, and restrictions on, all shareholders of

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Wakefern. This agreement extends until ten years from the date that stockholders representing 75% of Wakefern sales notify Wakefern

that those stockholders request the Wakefern Stockholders' Agreement be terminated. Each member is obligated to purchase from

Wakefern a minimum of 85% of its requirements for products offered by Wakefern. If this purchase obligation is not met, the member

is required to pay Wakefern's profit contribution shortfall attributable to this failure. The Company fulfilled this obligation in fiscal 2023

and 2022. This agreement also requires that in the event of unapproved changes in control of the Company or a sale of the Company

or of individual Company stores, except to a qualified successor, the Company in such cases must pay Wakefern an amount equal to

the annual profit contribution shortfall attributable to the sale of a store or change in control. No payments are required if the volume

lost by a shareholder as a result of the sale of a store is replaced by such shareholder by increased volume in existing or new stores. A

"qualified successor" must be, or agree to become, a member of Wakefern, and may not own or operate any supermarkets, other than

ShopRite, PriceRite, The Fresh Grocer, Fairway, Gourmet Garage or Dearborn Market supermarkets, in the states of New York, New

Jersey, Pennsylvania, Delaware, Maryland, Virginia, Connecticut, Massachusetts, Rhode Island, Vermont, New Hampshire, Maine or the

District of Columbia, or own or operate more than 25 non-ShopRite supermarkets in any other locations in the United States.

Wakefern, under circumstances specified in its bylaws, may refuse to sell merchandise to, and may repurchase the Wakefern stock of,

any member. Such circumstances include a member's bankruptcy filing, certain unapproved transfers by a member of its supermarket

business or its capital stock in Wakefern, unapproved acquisition by a member of certain supermarket or grocery wholesale supply

businesses, the material breach by a member of any provision of the bylaws of Wakefern or any agreement with Wakefern, or a failure to

fulfill financial obligations to Wakefern.

Any material change in Wakefern's method of operation or a termination or material modification of the Company's relationship with

Wakefern following termination of the above agreements, or otherwise, might have an adverse impact on the conduct of the Company's

business and could involve additional expense for the Company. The failure of any Wakefern member to fulfill its obligations under

these agreements or a member's insolvency or withdrawal from Wakefern could result in increased costs to remaining members.

Wakefern does not prescribe geographical franchise areas to its members. The specific locations at which the Company, other members

of Wakefern, or Wakefern itself, may open new units under the ShopRite, PriceRite, The Fresh Grocer, Fairway, Gourmet Garage or

Dearborn Market names are, however, subject to the approval of Wakefern's Site Development Committee. This committee is composed

of persons who are not employees or members of Wakefern. Committee decisions to deny a site application may be appealed to the

Wakefern Board of Directors. Wakefern assists its members in their site selection by providing appropriate demographic data, volume

projections and estimates of the impact of the proposed store on existing member supermarkets in the area.

Each of Wakefern's members is required to make capital contributions to Wakefern based on the number of stores operated by that

member and the purchases from Wakefern generated by those stores. As additional stores are opened or acquired by a member, additional

capital must be contributed by it to Wakefern. The Company’s investment in Wakefern and affiliates was $33,107 at July 29, 2023. The

total amount of debt outstanding from all capital pledges to Wakefern is $2,423 at July 29, 2023. The maximum per store investment is

currently $975.

As required by the Wakefern bylaws, the Company’s investment in Wakefern is pledged to Wakefern to secure the Company’s obligations

to Wakefern. In addition, four members of the Sumas family have guaranteed the Company’s obligations to Wakefern. These personal

guarantees are required of any 5% shareholder of the Company who is active in the operation of the Company. Wakefern does not own

any securities of the Company or its subsidiaries. The Company’s investment in Wakefern entitles the Company to enough votes to elect

one member to the Wakefern Board of Directors due to cumulative voting rights.

LABOR

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As of July 29, 2023, the Company employed approximately 7,000 persons with approximately 69% working part-time. Approximately

92% of the Company’s employees are covered by collective bargaining agreements. Contracts with the Company’s seven unions have

expiration dates between June 2024 and October 2027. Approximately 18% of our associates are represented by unions whose contracts

have expired or will expire within one year. Many of the Company’s competitors are similarly unionized.

SEASONALITY

The majority of our revenues are generally not seasonal in nature. However, revenues tend to be higher during the major holidays

throughout the year.

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REGULATORY ENVIRONMENT

The Company’s business requires various licenses and the registration of facilities with state and federal health and drug regulatory

agencies. These licenses and registration requirements obligate the Company to observe certain rules and regulations, and a violation of

these rules and regulations could result in a suspension or revocation of licenses or registrations and fines or penalties. In addition, most

licenses require periodic renewals. The Company has not experienced material difficulties with respect to obtaining or retaining licenses

and registrations.

COMPETITION

The supermarket business is highly competitive and characterized by narrow profit margins. 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 the

Company's principal competitors include Acme, Aldi, Amazon/Whole Foods, BJs, Costco, Foodtown, Giant, Kings, Lidl, Safeway, Stop

& Shop, Target, Trader Joe's, Wal-Mart, Wegmans and Weis. Competition with these outlets is based on price, store location, convenience,

promotion, product assortment, quality and service. Some of these competitors have greater financial resources, lower merchandise

acquisition costs and lower operating expenses than we do.

AVAILABLE INFORMATION

As a member of the Wakefern cooperative, Village relies upon our customer focused websites, shoprite.com, gourmetgarage.com and

fairwaymarket.com, for interaction with customers and prospective employees. These websites are maintained by Wakefern for the

benefit of all supermarkets under the Wakefern banners, and therefore does not contain any financial information related to the Company.

The Company will provide paper copies of the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form

8-K and press releases free of charge upon request to any shareholder. In addition, electronic copies of these filings can be obtained at

sec.gov.

ITEM 1A. RISK FACTORS

Not applicable.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

As of July 29, 2023, Village owns the sites of eight of its supermarkets (containing 539,000 square feet of total space) and the micro-

fulfillment center in southern New Jersey. The remaining 30 stores (containing 1,501,000 square feet of total space), the central

commissary and the corporate headquarters are leased, with initial lease terms generally ranging from 20 to 30 years, usually with renewal

options. The stores are freestanding or are located in shopping centers or city storefronts. Most of the Company’s leases contain renewal

options at increased rents of five years each at the Company’s sole discretion. These options enable Village to retain the use of facilities

in desirable operating areas. Each renewal option is evaluated when recognizing the lease right-of-use assets and liabilities, and the

Company utilizes the lease term for which it is reasonably certain to use the underlying asset. Leases with an initial term of 12 months

or less are not recorded on the balance sheet. The Company is obligated under all leases to pay for real estate taxes, utilities and liability

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insurance, and under certain leases to pay additional amounts based on maintenance and a percentage of sales in excess of stipulated

amounts. The Company accounts for rent holidays, escalating rent provisions, and construction allowances on a straight-line basis over

the term of the lease. The Company owns all trade fixtures and equipment in its stores and several other properties including a shopping

center and parcels of vacant land, which are available as locations for possible future stores or other development.

On October 13, 2021, Village purchased the Galloway store shopping center for $9,800. On January 27, 2023, Village purchased the

Vineland store shopping center for $9,500.

As of July 29, 2023, finance lease right-of-use assets of $10,912 are included in property, equipment and fixtures, net in the Company's

consolidated balance sheet.

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The annual rental payment, including finance leases, for all of the Company's leased facilities for the year ended July 29, 2023 was

approximately $37,131. For additional information on lease obligations, see Note 7 to the consolidated financial statements.

On April 28, 2022 the Company entered into a partnership agreement for a 30% interest in the development of a retail center in Old

Bridge, New Jersey, which includes a Village replacement store with an operating lease obligation of $4,127 as of July 29, 2023. Village

will fund its share of project costs estimated to be $15,000 to $20,000 over the two to three year life of the project. As of July 29,

2023, Village has invested $10,875 into the real estate partnership, which is accounted for as an equity method investment included in

Investments in Real Estate Partnerships on the Consolidated Balance Sheet.

Village is a limited partner in two additional partnerships, one of which owns a shopping center in which one of our leased stores is

located. The Company is also a general partner in a partnership that is a lessor of one of the Company's freestanding stores.

ITEM 3. LEGAL PROCEEDINGS

The Company is involved in litigation incidental to the normal course of business. Company management is of the opinion that the

ultimate resolution of these legal proceedings should not have a material adverse effect on the consolidated financial position, results of

operations or liquidity of the Company.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER

PURCHASES OF EQUITY SECURITIES

(All dollar amounts are in thousands, except per share data).

Stock Price and Dividend Information

The Class A common stock of Village Super Market, Inc. is traded on the NASDAQ Global Select Market under the symbol “VLGEA.”

The table below sets forth the high and low last reported sales price for the fiscal quarter indicated.

2023 High Low

4th Quarter $23.74 $20.42

3rd Quarter $23.65 $21.69

2nd Quarter $24.10 $20.58

1st Quarter $22.97 $19.23

2022 High Low

4th Quarter $24.25 $22.13

3rd Quarter $24.76 $22.21

2nd Quarter $23.64 $21.26

1st Quarter $22.87 $21.43

As of October 11, 2023, there were approximately 237 holders of record of Class A common stock.

During fiscal 2023, Village paid cash dividends of $13,193. Dividends in fiscal 2023 consist of $1.00 per Class A common share and

$.65 per Class B common share.

During fiscal 2022, Village paid cash dividends of $13,041. Dividends in fiscal 2022 consist of $1.00 per Class A common share and

$.65 per Class B common share.

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ITEM 6. SELECTED FINANCIAL DATA

Selected Financial Data

(Dollars in thousands, except per share data and per square foot data).

Fiscal 2021 contains 53 weeks, with the additional week included in the fourth quarter. All other fiscal years contain 52 weeks.

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For year

July 29, 2023 July 30, 2022 July 31, 2021 July 25, 2020

July 27,

2019

Sales $ 2,166,654 $ 2,061,084 $ 2,030,330 $ 1,804,594 $ 1,643,502

Net income 49,716 (1) 26,830 (2) 19,994 (3) 24,939 (4) 25,539 (5)

Net income as a % of sales 2.29 % 1.30 % 0.98 % 1.38 % 1.55 %

Net income per share:

Class A common stock:

Basic $ 3.78 $ 2.06 $ 1.53 $ 1.93 $ 1.98

Diluted 3.38 1.84 1.37 1.72 1.77

Class B common stock:

Basic 2.45 1.34 1.00 1.25 1.29

Diluted 2.45 1.34 1.00 1.25 1.29

Cash dividends per share:

Class A 1.00 1.00 1.00 1.00 1.00

Class B 0.65 0.65 0.65 0.65 0.65

At year-end

Total assets (6) $ 967,706 $ 924,448 $ 889,004 $ 915,546 $ 502,289

Long-term debt (6) 361,418 374,035 370,078 396,181 47,725

Working capital 67,714 79,796 44,023 34,522 56,307

Shareholders’ equity 410,166 372,109 341,473 332,320 318,672

Book value per share 27.61 25.64 23.48 22.84 22.15

Other data

Same store sales trend (7) 3.5 % 4.1 % 2.3 % 5.3 % (0.5)%

Total square feet 2,040,000 2,040,000 2,026,000 2,091,000 1,804,000

Average total sq. ft. per store 54,000 54,000 55,000 55,000 55,000

Selling square feet 1,488,000 1,488,000 1,481,000 1,529,000 1,401,000

Sales per average square foot

of selling space (8) $ 1,460 $ 1,390 $ 1,349 $ 1,275 $ 1,186

Number of stores 38 38 37 38 33

Sales per average number of

stores (8) $ 57,017 $ 55,635 $ 52,713 $ 53,284 $ 54,715

Capital expenditures and

acquisitions $ 46,400 $ 43,270 $ 25,233 $ 54,495 $ 27,988

(1) Includes litigation settlement gains related to claims associated with the Fairway acquisition and liabilities associated thereto of $828

(net of tax) and a $276 (net of tax) loss on an equity investment.

(2) Includes pension settlement charges of $8,556 (net of tax) including the result of the termination of the Village Super Market, Inc.

Employees’ Retirement Plan, and a $342 (net of tax) gain on the sale of an equity investment.

(3) Includes a $2,802 (net of tax) gain on the sale of the leasehold interest in a non-supermarket related parking lot lease obtained as part

of the Fairway acquisition, a gain on the sale of a pharmacy prescription list related to the Silver Spring store, net of store closing costs

of $276 (net of tax), non-cash impairment charges for the Fairway trade name and the long lived assets

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for one Gourmet Garage store of $2,010 (net of tax), pension settlement charges of $409 (net of tax) and estimated net income of $417

due to the fiscal year including a 53rd week.

(4) Includes a $1,911 (net of tax) gain for Superstorm Sandy insurance proceeds received, an $854 (net of tax) gain on the sale of

pharmacy prescription lists related to three store pharmacies closed in March 2020, a $2,512 incremental benefit from a federal net

operating loss carryback at a rate higher than the current statutory tax rate, a $1,423 (net of tax) gain arising from the breakup of Village’s

initial “stalking horse” bid under the January 20, 2020 Fairway Asset Purchase Agreement, transaction costs incurred for the Fairway

acquisition of $1,888 (net of tax), amortization of acquisition related inventory step-up of $355 (net of tax), a non-cash pension charge

related to the termination of a company-sponsored pension plan and other pension settlement charges of $1,160 (net of tax), pre-opening

costs related to the Stroudsburg, Pennsylvania replacement store of $891 (net of tax) and store closure costs and charges to write off the

lease asset and related obligations for the old Stroudsburg store of $557 (net of tax).

(5) Includes a $290 (net of tax) gain for Superstorm Sandy insurance proceeds received, a tax benefit of $777 related to the favorable

settlement of a tax audit with the New Jersey Division of Taxation and a non-cash pension charge related to pension settlement charges

of $308 (net of tax).

(6) On July 28, 2019, the Company adopted ASU 2016-02, “Leases.” The adoption of the standard resulted in the recognition of operating

lease assets and operating lease liabilities, included in long-term debt of $99,415 and $111,139, respectively, as of the date of adoption.

(7) New stores, replacement stores and stores with banner changes are included in same store sales in the quarter after the store has been

in operation for four full quarters. Store renovations and expansions are included in same store sales immediately. The change in same

store sales in fiscal 2021 excludes the impact of the 53rd week in fiscal 2021 and fiscal 2022 excludes the impact of the 53rd week in

fiscal 2021.

(8) Amounts for the year ended July 30, 2022 exclude the results of the Gourmet Garage store opened in the West Village in Manhattan

on April 29, 2022. Amounts for the year ended July 25, 2020 exclude the results of the Fairway stores acquired on May 14, 2020.

Amounts for the year ended July 27, 2019 exclude the results of the Gourmet Garage stores acquired on June 24, 2019.

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Unaudited Quarterly Financial Data

(Dollars in thousands except per share amounts).

First

Quarter

Second

Quarter

Third

Quarter

Fourth

Quarter

Fiscal

Year

2023

Sales $ 519,689 $ 563,866 $ 529,294 $ 553,806 $ 2,166,654

Gross profit 149,285 154,879 151,223 161,063 616,450

Net income 11,081 12,322 11,017 15,296 49,716

Net income per share:

Class A common stock:

Basic 0.85 0.95 0.84 1.15 3.78

Diluted 0.76 0.85 0.75 1.03 3.38

Class B common stock:

Basic 0.55 0.62 0.54 0.74 2.45

Diluted 0.55 0.62 0.54 0.74 2.45

2022

Sales $ 494,211 $ 537,408 $ 501,962 $ 527,503 $ 2,061,084

Gross profit 140,180 149,611 141,591 148,285 579,667

Net income (loss) 7,328 10,129 (3,231) 12,603 26,830

Net income (loss) per share:

Class A common stock:

Basic 0.56 0.78 (0.25) 0.97 2.06

Diluted 0.50 0.69 (0.22) 0.87 1.84

Class B common stock:

Basic 0.37 0.50 (0.16) 0.63 1.34

Diluted 0.37 0.50 (0.16) 0.63 1.34

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

(Dollars in thousands, except per share and per square foot data).

OVERVIEW

Village Super Market, Inc. (the “Company” or “Village”) operates a chain of 34 supermarkets in New Jersey (26), New York (6),

Maryland (1) and Pennsylvania (1) under the ShopRite and Fairway banners and four Gourmet Garage specialty markets in New

York City. Village is the second largest member of Wakefern Food Corporation (“Wakefern”), the nation’s largest retailer-owned food

cooperative and owner of the ShopRite, Fairway and Gourmet Garage names. This ownership interest in Wakefern provides Village with

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many of the economies of scale in purchasing, distribution, advanced retail technology, marketing and advertising associated with larger

chains.