VILLAGE SUPER MARKET INC Form 10-K Annual Report Filed 2017-10-12

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, 2017

COMMISSION FILE NUMBER: 0-33360

VILLAGE SUPER MARKET, INC.

(Exact name of registrant as specified in its charter)



NEW JERSEY	22-1576170
(State or other jurisdiction of incorporation or organization)	(I. R. S. Employer Identification No.)

733 MOUNTAIN AVENUE, SPRINGFIELD, NEW JERSEY	07081
(Address of principal executive offices)	(Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (973) 467-2200

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

Class A common stock, no par value	The NASDAQ Stock Market
(Title of Class)	(Name of exchange on which registered)

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§299.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer o		Accelerated filer x

Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

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

The aggregate market value of the Class A common stock of Village Super Market, Inc. held by non-affiliates was approximately $211.8 million and the aggregate market value of the Class B common stock held by non-affiliates was approximately $0.7 million based upon the closing price of the Class A shares on the NASDAQ on January 28, 2017, 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 12, 2017

Class A common stock, no par value	10,078,689 Shares
Class B common stock, no par value	4,303,748 Shares

DOCUMENTS INCORPORATED BY REFERENCE

Information contained in the 2017 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, 2017 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 29 ShopRite supermarkets, eighteen of which are located in northern New Jersey, eight in southern New Jersey, two in Maryland and one in northeastern Pennsylvania. The Company is a member of Wakefern Food Corporation ("Wakefern"), the nation's largest retailer-owned food cooperative and owner of the ShopRite name. This relationship provides Village many of the economies of scale in purchasing, distribution, private label products, advanced retail technology, marketing and advertising associated with chains of greater size and geographic coverage.

Village competes by using low pricing, providing a superior customer experience and a broad range of consistently available quality products, including ShopRite private labeled products. The ShopRite Price Plus preferred customer program enables Village to offer continuity programs, focus on target marketing initiatives and to offer discounts and attach digital coupons directly to a customer's Price Plus card.

During fiscal 2017, sales per store were $55,330 and sales per average square foot of selling space were $1,186. The Company gives ongoing attention to the décor and format of its stores and tailors each store's product mix to the preferences of the local community.

Below is a summary of the range of store sizes at July 29, 2017:



Total Square Feet	Number of Stores

Greater than 60,000	15
50,001 to 60,000	7
40,000 to 50,000	5
Less than 40,000	2
Total	29

These larger store sizes enable the Company’s stores to provide a “one-stop” shopping experience and to feature expanded higher margin specialty departments such as an on-site bakery, an expanded delicatessen, a variety of natural and organic foods, ethnic and international foods, prepared foods and pharmacies. Our stores emphasize a Power Alley, which features high margin, fresh, convenience offerings in an area within the store that provides quick customer entry and exit for those customers shopping for today's lunch or dinner. Certain of our stores include a Village Food Garden, featuring a restaurant style kitchen and a wide variety of store prepared specialty foods for both take-home and in-store dining.

We have thirteen stores that offer ShopRite from Home covering most of the communities served by our stores. ShopRite from Home is an online ordering system that provides for in-store pickup or home delivery. Customers can browse our circular, create and edit shopping lists and use ShopRite from Home through shoprite.com or on their smart phones or tablets through the ShopRite app.

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



Product Categories
	2017		2016		2015
Groceries	36.3	%	36.1	%	36.4	%
Dairy and Frozen	16.8		17.0		17.3
Produce	12.1		12.1		11.7
Meats	10.0		10.2		10.6
Non-Foods	8.4		8.4		8.2
Deli and Prepared Food	7.0		6.8		6.7
Pharmacy	4.5		4.5		4.2
Seafood	2.4		2.4		2.4
Bakery	2.1		2.1		2.1
Liquor	0.4		0.4		0.4
	100	%	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 ShopRite trademark in the local community. Village continually evaluates individual stores to determine if they should be closed, remodeled or replaced.

DEVELOPMENT AND EXPANSION

The Company has an ongoing program to upgrade and expand its supermarket chain. This program has included store remodels as well as the opening or acquisition of additional stores. When remodeling, Village has sought, whenever possible, to increase the amount of selling space in its stores.

Village has budgeted $50 million for capital expenditures for fiscal 2018. Planned expenditures include the construction of a new store in the Bronx, New York, a replacement store, two major remodels, several smaller remodels and various technology upgrade projects.

In fiscal 2017, Village completed a substantial portion of the remodel of the Chester, New Jersey store, several smaller remodels and energy efficient lighting projects in multiple stores.

In fiscal 2016, Village completed the expansion and remodel of the Stirling, New Jersey store, substantially completed one major remodel and completed several smaller remodels.

In fiscal 2015, Village completed a substantial portion of the expansion and remodel of the Stirling, New Jersey store and completed several smaller remodels.

In fiscal 2014, Village completed the construction of a replacement store in Union, New Jersey, and a replacement store in Hanover Township, New Jersey that serves the greater Morristown area and replaced the Morris Plains, New Jersey store.

In fiscal 2013, Village began construction of the replacement store in Hanover Township, New Jersey and completed three major remodels.

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

WAKEFERN FOOD CORPORATION

The Company is the second largest member of Wakefern and owns 12.9% of Wakefern’s outstanding stock as of July 29, 2017. Wakefern, which was organized in 1946, is the nation’s largest retailer-owned food cooperative. Wakefern and its 49 shareholder members operate 345 supermarkets and other retail formats, including 96 stores operated by Wakefern. Only Wakefern and its members are entitled to use the ShopRite name and trademark, and to participate in ShopRite advertising and promotional programs.

The principal benefits to the Company from its relationship with Wakefern are the use of the ShopRite name and trademark, volume purchasing, ShopRite private label products, distribution and warehousing economies of scale, ShopRite advertising and promotional programs (including the ShopRite Price Plus card) and the development of advanced retail technology. The Company believes that the ShopRite name is widely recognized by its customers and is a factor in their decisions about where to shop. ShopRite private label products accounted for approximately 11.5% of sales in fiscal 2017.

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 Chief Marketing Officer, is a member of the Wakefern Board of Directors.

Most of the Company's advertising is developed and placed by Wakefern's professional advertising staff. Wakefern is responsible for all television, radio and major newspaper advertisements. Wakefern bills its members using various formulas which allocate advertising costs in accordance with the estimated proportional benefits to each member from such advertising. The Company also places Wakefern developed materials with local newspapers. In addition, Wakefern and its affiliates provide the Company with other services including liability and property insurance, supplies, certain equipment purchasing, coupon processing, certain financial accounting applications, retail technology support, including shoprite.com and the ShopRite smart phone app, and other store services.

Wakefern operates warehouses and distribution facilities in Elizabeth, Keasbey, Whitehouse, Dayton, Newark and Jamesburg, New Jersey and Gouldsboro and Breinigsville, 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 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 2017, 2016 and 2015. 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 or The Fresh Grocer 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 and The Fresh Grocer 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 $27,093 at July 29, 2017. The total amount of debt outstanding from all capital pledges to Wakefern is $406 at July 29, 2017. The maximum per store capital contribution increased from $900 to $925 in fiscal 2017, resulting in an additional $626 capital pledge, which was paid in fiscal 2017.

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, five 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

As of July 29, 2017, the Company employed approximately 6,552 persons with approximately 74% working part-time. Approximately 91% of the Company’s employees are covered by collective bargaining agreements. Contracts with the Company’s seven unions have expiration dates between July 2017 and July 2021. Approximately 6% of our associates are represented by unions whose contracts have expired or will expire within one year. Most 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.

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

For the disclosure related to our competition, see Item 1A under the heading “Competitive Environment.”

AVAILABLE INFORMATION

As a member of the Wakefern cooperative, Village relies upon our customer focused website, shoprite.com, for interaction with customers and prospective employees. This website is maintained by Wakefern for the benefit of all ShopRite supermarkets, and therefore does not contain any financial information related to the Company.

The Company will provide paper copies of the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and press releases free of charge upon request to any shareholder. In addition, electronic copies of these filings can be obtained at sec.gov.

ITEM 1A. RISK FACTORS

COMPETITIVE ENVIRONMENT

The supermarket business is highly competitive and characterized by narrow profit margins. Results of operations may be materially adversely impacted by competitive pricing and promotional programs, industry consolidation and competitor store openings. Village competes 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, BJs, Costco, Foodtown, Giant, Kings, Safeway, Stop & Shop, Target, Wal-Mart, Wegmans, Weis and Whole Foods. 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.

GEOGRAPHIC CONCENTRATION AND MARKET CONDITIONS

The Company’s stores are concentrated in New Jersey, with two stores in Maryland and one in northeastern Pennsylvania. 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. Further, since our store base is concentrated in densely populated metropolitan areas, opportunities for future store expansion may be limited, which may adversely affect our business and results of operations.

WAKEFERN RELATIONSHIP

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.

Any material change in Wakefern’s method of operation or a termination or material modification of Village’s relationship with Wakefern could have an adverse impact on the conduct of the Company’s business and could involve additional expense for Village. The failure of any Wakefern member to fulfill its obligations to Wakefern or a member’s insolvency or withdrawal from Wakefern could result in increased costs to the Company. Additionally, an adverse change in Wakefern’s results of operations could have an adverse effect on Village’s results of operations.

LABOR RELATIONS

Approximately 91% of the Company’s employees are covered by collective bargaining agreements with unions. Contracts with the Company’s seven unions have expiration dates between July 2017 and July 2021. Approximately 6% of our associates are represented by unions whose contracts have expired or will expire within one year. In future negotiations with labor unions, we expect that rising health care and pension costs, among other issues, will continue to be important topics for negotiation. Upon the expiration of our collective bargaining agreements, work stoppages by the affected workers could occur if we are unable to negotiate acceptable contracts with labor unions. This could significantly disrupt our operations or have an adverse impact on our financial results. Further, if we are unable to control health care and pension costs provided for in collective bargaining agreements, we may experience increased operating costs and an adverse impact on our results of operations.

FOOD SAFETY

The Company could be adversely affected if consumers lose confidence in the safety and quality of the food supply chain. Adverse publicity about these types of concerns, whether or not valid, could discourage consumers from buying our products. The real or perceived sale of contaminated food products by us could result in a loss of consumer confidence and product liability claims, which could have a material adverse effect on our sales and operations.

MULTI-EMPLOYER PENSION PLANS

The Company is required to make contributions to multi-employer pension plans in amounts established under collective bargaining agreements. Pension expense for these plans is recognized as contributions are funded. Benefits generally are based on a fixed amount for each year of service. Based on the most recent information available to us, certain of these multi-employer plans are underfunded. As a result, we expect that contributions to these plans may increase. Additionally, the benefit levels and related items will be issues in the negotiation of our collective bargaining agreements. Under current law, an employer that withdraws or partially withdraws from a multi-employer pension plan may incur a withdrawal liability to the plan, which represents the portion of the plan’s underfunding that is allocable to the withdrawing employer under complex actuarial and allocation rules. The failure of an employer to fund these obligations can impact remaining employers. The amount of any increase or decrease in our required contributions to these multi-employer pension plans will depend upon the outcome of collective bargaining, actions taken by trustees who manage the plans, government regulations and the actual return on assets held in the plans, among other factors. See Note 8 to the Consolidated Financial Statements for more information relating to our participation in multi-employer pension plans.

INSURANCE

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.

IMPAIRMENT OF LONG-LIVED ASSETS

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.

TAXES

The Company’s effective tax rate may be impacted by the results of tax examinations and changes in tax laws.

INFORMATION TECHNOLOGY

Wakefern provides all members of the cooperative with information system support that enables us to effectively manage our business data, customer transactions, inventory management, 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.

Due to the nature of our business, personal information about our customers, vendors and associates is received and stored in these information systems. In addition, confidential information is transmitted through our ShopRite from Home online business at shoprite.com and through the ShopRite app. Unauthorized parties may attempt to access information stored in or to sabotage or disrupt these systems. Wakefern and the Company maintain substantial security measures to prevent and detect unauthorized access to such information, including utilizing third-party service providers for monitoring our networks, security reviews, and other functions. It is possible that computer hackers, cyber terrorists and others may be able to defeat the security measures in place at the Company, Wakefern or those of third-party service providers.

Any breach of these security measures and loss of confidential information, which could be undetected for a period of time, could damage our reputation with customers, vendors and associates, cause Wakefern and Village to incur significant costs to protect any customers, vendors and associates whose personal data was compromised, cause us to make changes to our information systems and could result in government enforcement actions and litigation against Wakefern and Village from outside parties. Any such breach could have a material adverse impact on our operations, consolidated financial condition, results of operations, and liquidity if the related costs to Wakefern and Village are not covered by or are in excess of carried insurance policies. In addition, a security breach could require Wakefern and Village to devote significant management resources to address problems created by the security breach and restore our reputation.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

As of July 29, 2017, Village owns the sites of six of its supermarkets (containing 412,000 square feet of total space), all of which are freestanding stores, except the Egg Harbor store, which is part of a shopping center. The remaining 23 supermarkets (containing 1,305,000 square feet of total space) and the corporate headquarters are leased, with initial lease terms generally ranging from 20 to 30 years, usually with renewal options. Sixteen of these leased stores are located in shopping centers and the remaining seven are freestanding stores. In October 2015, the Company sold the land and building of a closed store in Washington, New Jersey for $900.

The annual rent, including capitalized leases and closed stores, for all of the Company's leased facilities for the year ended July 29, 2017 was approximately $17,484.

Village is a limited partner in two partnerships, one of which owns a shopping center in which one of our leased stores is located. The Company is also a general partner in a partnership that is a lessor of one of the Company's freestanding stores.

ITEM 3. LEGAL PROCEEDINGS

In prior years, the state of New Jersey issued two separate tax assessments related to nexus beginning in fiscal 2000 and the deductibility of certain payments between subsidiaries beginning in fiscal 2002. The Company had contested both of these assessments through the state’s conference and appeals process and Tax Court. On February 27, 2015, the Company reached an agreement with the New Jersey Division of Taxation (the "Division") whereby the Company paid $33,000 in March 2015 to settle the disputes with the Division for fiscal years 2000 through 2014. The dispute and related settlement with the Division is described in Note 5 to the Consolidated Financial Statements.

Superstorm Sandy devastated our area on October 29, 2012 and resulted in the closure of almost all of our stores for periods of time ranging from a few hours to eight days. Village disposed of substantial amounts of perishable product and also incurred repair, labor and other costs as a result of the storm. The Company has property, casualty and business interruption insurance, subject to deductibles and coverage limits. During fiscal 2013, Wakefern began the process of working with our insurers to recover the damages and Village recorded estimated insurance recoveries of $4,913. In October 2013, Wakefern, as the policy holder, filed suit against the carrier seeking payment of the remaining claims due for all Wakefern members. The suit was the result of different interpretations of policy terms, including whether the policy's named storm deductible applied. On October 29, 2014, the Court issued its opinion on the matter in favor of the carrier. Based on this decision and its related impact, the Company concluded that recovery of further proceeds was not probable and recorded a $2,270 charge to Operating and administrative expense in the first quarter of fiscal 2015 to write-off the remaining insurance receivable. Wakefern continues to pursue further recovery of uncollected amounts from the carrier and other sources. As a result, the Company received an additional $940 in insurance proceeds in February 2016 which was recognized as a reduction in Operating and administrative expense in fiscal 2016. Any further proceeds recovered will be recognized as they are received. As of July 29, 2017, Village has collected $3,583.

The Company is involved in other 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.

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.



2017	High		Low
4th Quarter	$	27.05	$	23.96
3rd Quarter	31.03		25.98
2nd Quarter	36.39		29.90
1st Quarter	32.84		30.02
2016	High		Low
4th Quarter	$	31.64	$	24.40
3rd Quarter	26.51		23.54
2nd Quarter	27.45		23.43
1st Quarter	29.36		23.61

As of October 1, 2017, there were approximately 790 holders of Class A common stock.

During fiscal 2017, Village paid cash dividends of $12,788. Dividends in fiscal 2017 consist of $1.00 per Class A common share and $.65 per Class B common share.

During fiscal 2016, Village paid cash dividends of $12,634. Dividends in fiscal 2016 consist of $1.00 per Class A common share and $.65 per Class B common share.

Performance Graph

Set forth below is a graph comparing the cumulative total return on the Company’s Class A stock against the cumulative total return of the S&P 500 Composite Stock Index and the NASDAQ Retail Trade index for the Company’s last five fiscal years. The comparison assumes $100 was invested on July 31, 2012, in shares of our common stock and in each of the indices shown and assumes that all of the dividends were reinvested.



	*$100 invested on July 31, 2012 Assumes dividends are reinvested Fiscal years ending July 31



	Jul-12		Jul-13		Jul-14		Jul-15		Jul-16		Jul-17
Village Super Market, Inc.	$	100	$	110	$	73	$	92	$	106	$	85
S&P 500	$	100	$	125	$	146	$	163	$	172	$	199
NASDAQ Retail Trade	$	100	$	129	$	136	$	195	$	219	$	254

The number and average price of shares purchased in each fiscal month of the fourth quarter of fiscal 2017 are set forth in the table below:



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
April 30, 2017 to May 27, 2017	9,752	$25.76	9,752	$2,988,514
May 28, 2017 to June 24, 2017	18,524	$24.77	18,524	$2,529,590
June 25, 2017 to July 29, 2017	15,289	$23.96	15,289	$2,163,277
Total	43,565	$24.71	43,565	$2,163,277


(1)	The reported periods conform to our fiscal calendar.

(2) Includes shares repurchased under a $5.0 million repurchase program of the Company's Class A Common Stock authorized by the Board of Directors and announced on June 12, 2015. Repurchases may be made from time-to-time through a variety of methods, including open market purchases and other negotiated transactions, including through plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934.

ITEM 6. SELECTED FINANCIAL DATA

Selected Financial Data

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

Fiscal 2016 contains 53 weeks, with the additional week included in the fourth quarter. All other fiscal years contain 52 weeks.



For year	July 29, 2017				July 30, 2016					July 25, 2015					July 26, 2014					July 27, 2013
Sales	$	1,604,574			$	1,634,904				$	1,583,789				$	1,518,636				$	1,476,457
Net income	22,921			(1)	25,044			(2	)	30,620			(3	)	5,045			(4	)	25,784			(5	)
Net income as a % of sales	1.43		%		1.53		%			1.93		%			0.33		%			1.75		%
Net income per share:
Class A common stock:
Basic	$	1.80			$	1.98				$	2.44				$	0.41				$	2.18
Diluted	1.60				1.77					2.16					0.36					1.85
Class B common stock:
Basic	1.16				1.29					1.58					0.26					1.36
Diluted	1.16				1.29					1.58					0.26					1.36
Cash dividends per share:
Class A	1.000				1.000					1.000					1.000					2.000
Class B	0.650				0.650					0.650					0.650					1.300

At year-end
Total assets	$	455,225			$	450,254				$	431,889				$	457,412				$	427,412
Long-term debt	42,646				43,561					44,425					45,242					42,738
Working capital	85,279				60,538					41,760					16,782					94,299
Shareholders’ equity	286,820				271,735					252,767					233,136					244,560
Book value per share	19.93				19.20					17.84					16.59					17.66

Other data
Same store sales trend (6)	0.0		%		1.4		%			2.1		%			0.2		%			2.9		%
Total square feet	1,717,000				1,717,000					1,717,000					1,700,000					1,644,000
Average total sq. ft. per store	59,000				59,000					59,000					59,000					57,000
Selling square feet	1,353,000				1,353,000					1,353,000					1,339,000					1,295,000
Sales per average square foot of selling space	$	1,186			$	1,208				$	1,177				$	1,153				$	1,140
Number of stores	29				29					29					29					29
Sales per average number of stores	$	55,330			$	56,376				$	54,613				$	52,367				$	50,912
Capital expenditures and acquisitions	27,726				19,971					23,517					50,322					21,888

(1) Includes a $465 (net of tax) non-recurring credit received related to multi-employer health and welfare benefits.

(2) Includes estimated net income of $280 due to the fiscal year including a 53rd week and a $545 (net of tax) gain due to the recovery of insurance receivables related to Superstorm Sandy.

(3) Includes a charge to write-off insurance receivables related to Superstorm Sandy of $1,340 (net of tax), a $316 (net of tax) impairment charge related to the property of a closed store and a tax benefit of $6,452 related to settlement of the New Jersey tax dispute, net of interest and penalties accrued prior to settlement.

(4) Includes a $10,052 charge related to tax positions taken in prior years due to an unfavorable ruling by the New Jersey Tax Court, a higher tax rate due to $1,557 of accrued interest and penalties related to the New Jersey tax dispute, a charge for future

lease obligations due to the closure of the Morris Plains and Union stores of $2,551 (net of tax) and pre-opening costs for the replacement stores in greater Morristown and Union of $1,141 (net of tax).

(5) Includes income from a partnership distribution of $840 (net of tax), income from the national credit card lawsuit of $693 (net of tax) and a charge for the settlement of a landlord dispute of $376 (net of tax).

(6) The change in same store sales in fiscal 2017 and 2016 excludes the impact of the 53rd week in fiscal 2016.

Unaudited Quarterly Financial Data

(Dollars in thousands except per share amounts).



	First Quarter		Second Quarter		Third Quarter		Fourth Quarter (1)		Fiscal Year
2017
Sales	$	389,692	$	412,215	$	391,984	$	410,683	$	1,604,574
Gross profit	104,648		111,238		108,336		112,489		436,711
Net income	4,109		5,992		6,015		6,805		22,921
Net income per share:
Class A common stock:
Basic	0.32		0.47		0.47		0.53		1.80
Diluted	0.29		0.42		0.42		0.47		1.60
Class B common stock:
Basic	0.21		0.31		0.30		0.34		1.16
Diluted	0.21		0.31		0.30		0.34		1.16

2016
Sales	$	389,529	$	420,170	$	387,905	$	437,300	$	1,634,904
Gross profit	105,487		112,726		106,738		120,079		445,030
Net income	4,430		6,284		5,882		8,448		25,044
Net income per share:
Class A common stock:
Basic	0.35		0.50		0.47		0.67		1.98
Diluted	0.31		0.44		0.42		0.60		1.77
Class B common stock:
Basic	0.23		0.32		0.30		0.43		1.29
Diluted	0.23		0.32		0.30		0.43		1.29

(1) The Fourth Quarter of fiscal 2016 contains 14 weeks.

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

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

OVERVIEW

Village Super Market, Inc. (the “Company” or “Village”) operates a chain of 29 ShopRite supermarkets in New Jersey, Maryland and northeastern Pennsylvania. Village is the second largest member of Wakefern Food Corporation (“Wakefern”), the nation’s largest retailer-owned food cooperative and owner of the ShopRite name. This ownership interest in Wakefern provides Village with many of the economies of scale in purchasing, distribution, advanced retail technology, marketing and advertising associated with larger chains.

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. Village competes by using low pricing, providing a superior customer experience and a broad range of consistently available

quality products, including ShopRite private labeled products. The ShopRite Price Plus preferred customer program enables Village to offer continuity programs, focus on target marketing initiatives and to offer discounts and attach digital coupons directly to a customer's Price Plus card.

The Company’s stores, six of which are owned, average 59,000 total square feet. These larger store sizes enable the Company’s stores to provide a “one-stop” shopping experience and to feature expanded higher margin specialty departments such as an on-site bakery, an expanded delicatessen, a variety of natural and organic foods, ethnic and international foods, prepared foods and pharmacies.

Many of our stores emphasize a Power Alley, which features high margin, fresh, convenience offerings in an area within the store that provides quick customer entry and exit for those customers shopping for today's lunch or dinner. Certain of our stores include the Village Food Garden concept featuring a restaurant style kitchen, and several kiosks offering a wide variety of store prepared specialty foods for both take-home and in-store dining.

Village also has on-site registered dieticians in seventeen stores that provide customers with free, private consultations on healthy meals and proper nutrition, as well as leading health related events both in store and in the community as part of the Well Everyday program. We have thirteen stores that offer ShopRite from Home covering most of the communities served by our stores. ShopRite from Home is an online ordering system that provides for in-store pickup or home delivery. Customers can browse our circular, create and edit shopping lists and use ShopRite from Home through shoprite.com or on their smart phones or tablets through the ShopRite app.

We consider a variety of indicators to evaluate our performance, such as same store sales; percentage of total sales by department (mix); shrink; departmental gross profit percentage; sales per labor hour; units per labor hour; and hourly labor rates.

The Company utilizes a 52 - 53 week fiscal year, ending on the last Saturday in the month of July. Fiscal 2017 and 2015 contain 52 weeks. Fiscal 2016 contains 53 weeks.

RESULTS OF OPERATIONS

The following table sets forth the components of the Consolidated Statements of Operations of the Company as a percentage of sales:



	July 29, 2017		July 30, 2016		July 25, 2015
Sales	100.00	%	100.00	%	100.00	%
Cost of sales	72.78	%	72.78	%	72.65	%
Gross profit	27.22	%	27.22	%	27.35	%
Operating and administrative expense	23.15	%	23.04	%	23.13	%
Depreciation and amortization	1.53	%	1.47	%	1.47	%
Operating income	2.54	%	2.71	%	2.75	%
Interest expense	(0.28	)%	(0.27	)%	(0.29	)%
Interest income	0.18	%	0.15	%	0.15	%
Income before income taxes	2.44	%	2.59	%	2.61	%
Income taxes	1.01	%	1.06	%	0.68	%
Net income	1.43	%	1.53	%	1.93	%

SALES

Sales were $1,604,574 in fiscal 2017, a decrease of $30,330, or 1.9% from fiscal 2016. Sales decreased due primarily to fiscal 2016 containing 53 weeks. Same store sales, excluding the impact of the 53rd week in fiscal 2016, were flat. Same store sales increased due primarily to three competitor store closings and sales growth in recently remodeled and expanded stores in Stirling and Chester. These increases were offset primarily by four competitor store openings and deflation, particularly in the meat, produce and dairy departments. New stores and replacement stores are included in same store sales in the quarter after the store has been in operation for four full quarters. Store renovations and expansions are included in same store sales immediately.

Sales were $1,634,904 in fiscal 2016, an increase of $51,115, or 3.2% from fiscal 2015. Sales increased $29,233, or 1.8%, due to fiscal 2016 containing 53 weeks. Same store sales, excluding the impact of the 53rd week, increased 1.4%. Same store sales increased due to the closing of two competitor stores and continued sales growth in the expanded or replaced stores in Stirling, Greater Morristown and Union. These increases were partially offset by six new competitor store openings, including stores formerly operated by A&P.

GROSS PROFIT

Gross profit as a percentage of sales was flat in fiscal 2017 compared to fiscal 2016. Increased departmental gross margin percentages (.09%) and more favorable product mix (.02%) were offset by decreased patronage dividends (.07%) and higher promotional spending (.04%).

Gross profit as a percentage of sales decreased .13% in fiscal 2016 compared to fiscal 2015 primarily due to decreased departmental gross margin percentages (.21%) and increased warehouse assessment charges from Wakefern (.04%). These decreases were partially offset by lower promotional spending (.07%), improved mix (.02%) and higher patronage dividends (.02%).

OPERATING AND ADMINISTRATIVE EXPENSE

Operating and administrative expense as a percentage of sales increased .11% in fiscal 2017 compared to fiscal 2016. Fiscal 2017 includes a non-recurring credit received related to multi-employer health and welfare benefits (.05%) and fiscal 2016 includes a gain for Superstorm Sandy insurance proceeds received (.06%). Excluding these items from both periods, operating and administrative expense as a percentage of sales increased .10% compared to fiscal 2016 primarily due to higher payroll (.30%) partially offset by decreased fringe benefit costs (.11%). Payroll costs increased due primarily to reduced operating leverage as a result of flat same store sales and investments in service departments, including the newly remodeled Chester store. Fringe benefit costs decreased due primarily to lower non-union pension expense (.15%) and lower healthcare costs (.08%).

Operating and administrative expense as a percentage of sales decreased .09% in fiscal 2016 compared to fiscal 2015. As described in note 9 to the consolidated financial statements, fiscal 2015 includes a charge to write-off all remaining Superstorm Sandy insurance receivables (.14%) and fiscal 2016 includes a gain related to recovery of a portion of those receivables (.06%). Excluding these items from both periods, Operating and administrative expense as a percentage of sales increased .11% due primarily to higher claim costs in our self-insured medical plan (.11%) and legal and consulting fees (.13%). These increases were partially offset by lower workers compensation costs (.14%).

DEPRECIATION AND AMORTIZATION

Depreciation and amortization expense was $24,482, $24,101 and $23,330 in fiscal 2017, 2016 and 2015, respectively. Depreciation and amortization expense increased in fiscal 2017 and 2016 compared to the prior years due to depreciation related to capital expenditures.

INTEREST EXPENSE

Interest expense was $4,452, $4,495 and $4,535, in fiscal 2017, 2016 and 2015, respectively. Interest expense was flat in fiscal 2017 compared to fiscal 2016 and fiscal 2015.

INTEREST INCOME

Interest income was $2,841, $2,506 and $2,399 in fiscal 2017, 2016 and 2015, respectively. Interest income increased in both fiscal 2017 and 2016 compared to fiscal 2015 due primarily to higher interest rates earned on variable rate investments and higher amounts invested.

INCOME TAXES

The Company’s effective income tax rate was 41.4%, 40.8% and 26.0% in fiscal 2017, 2016 and 2015, respectively.

Income taxes in fiscal 2015 include a tax benefit of $6,452 related to the settlement with the New Jersey Division of Taxation, net of $841 of interest and penalties accrued prior to settlement. Excluding these items, the effective income tax rate was 41.6% in fiscal 2015. The effective income tax rate in fiscal 2016 was lower than both fiscal 2017 and 2015 due primarily to increased Work Opportunity Tax Credits.

The dispute and related settlement with the New Jersey Division of Taxation is described in Note 5 to the Consolidated Financial Statements.

NET INCOME

Net income was $22,921 in fiscal 2017 compared to $25,044 in fiscal 2016. Fiscal 2017 includes a $465 (net of tax) non-recurring credit received related to multi-employer health and welfare benefits. Fiscal 2016 includes estimated net income of $280 due to the fiscal year including a 53rd week and a $545 (net of tax) gain due to the recovery of insurance receivables related to Superstorm Sandy. Excluding these items from both periods, net income decreased 7% in fiscal 2017 compared to fiscal 2016 due primarily to flat same store sales and increased operating expenses.

Net income was $25,044 in fiscal 2016 compared to $30,620 in fiscal 2015. Fiscal 2016 includes estimated net income of $280 due to the fiscal year including a 53rd week and a $545 (net of tax) gain due to the recovery of insurance receivables related to Superstorm Sandy. Fiscal 2015 includes a charge to write-off all remaining insurance receivables related to Superstorm Sandy of $1,340 (net of tax), a $316 (net of tax) impairment charge related to the property of a closed store and a tax benefit of $6,452 related to settlement of the New Jersey tax dispute, net of interest and penalties accrued prior to settlement. Excluding these items from both periods, net income decreased 6% in fiscal 2016 compared to the prior year primarily due to a lower gross profit percentage and higher operating and administrative expense.

CRITICAL ACCOUNTING POLICIES

Critical accounting policies are those accounting policies that management believes are important to the portrayal of the Company’s financial condition and results of operations. These policies require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

IMPAIRMENT

The Company reviews the carrying values of its long-lived assets, such as property, equipment and fixtures for possible impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. Such review analyzes the undiscounted estimated future net cash flows from asset groups at the store level to determine if the carrying value of such assets are recoverable from their respective cash flows. If impairment is indicated, it is measured by comparing the fair value of the long-lived asset groups, which include long-term leases, to their carrying value.

Goodwill is tested for impairment at the end of each fiscal year, or more frequently if circumstances dictate. The Company utilizes valuation techniques, such as earnings multiples, in addition to the Company’s market capitalization, to assess goodwill for impairment. Calculating the fair value of a reporting unit requires the use of estimates. Management believes the fair value of Village’s one reporting unit exceeds its carrying value at July 29, 2017. Should the Company’s carrying value of its one reporting unit exceed its fair value, the amount of any resulting goodwill impairment may be material to the Company’s financial position and results of operations.

PATRONAGE DIVIDENDS

As a stockholder of Wakefern, Village earns a share of Wakefern’s earnings, which are distributed as a “patronage dividend.” This dividend is based on a distribution of substantially all of Wakefern’s operating profits for its fiscal year (which ends on or about September 30) in proportion to the dollar volume of purchases by each member from Wakefern during that fiscal year. Patronage dividends are recorded as a reduction of cost of sales as merchandise is sold. Village accrues estimated patronage dividends due from Wakefern quarterly based on an estimate of the annual Wakefern patronage dividend and an estimate of Village’s share of this annual dividend based on Village’s estimated proportional share of the dollar volume of business transacted with Wakefern that year. The patronage dividend receivable based on these estimates was $12,655 and $13,185 at July 29, 2017 and July 30, 2016, respectively.

PENSION PLANS

The determination of the Company’s obligation and expense for Company-sponsored pension plans is dependent, in part, on Village’s selection of assumptions used by actuaries in calculating those amounts. These assumptions are described in Note 8 to the Consolidated Financial Statements and include, among others, the discount rate, the expected long-term rate of return on plan assets and the rate of increase in compensation costs. Actual results that differ from the Company’s assumptions are accumulated and amortized over future periods and, therefore, generally affect recognized expense in future periods. While management believes that its assumptions are appropriate, significant differences in actual experience or significant changes in the Company’s assumptions may materially affect cash flows, pension obligations and future expense.

The objective of the discount rate assumption is to reflect the rate at which the Company’s pension obligations could be effectively settled based on the expected timing and amounts of benefits payable to participants under the plans. Our methodology for selecting the discount rate as of July 29, 2017 was to match the plans' cash flows to that of a yield curve on high-quality fixed-income investments. Based on this method, we utilized a weighted-average discount rate of 3.60% at July 29, 2017 compared to 3.08% at July 30, 2016. Changes in the discount rate and the mortality table utilized decreased the projected benefit obligation by approximately $7,567 at July 29, 2017. Village evaluated the expected long-term rate of return on plan assets of 7.5% and the expected increase in compensation costs of 4 to 4.5% and concluded no changes in these assumptions were necessary in estimating pension plan obligations and expense.

Sensitivity to changes in the major assumptions used in the calculation of the Company’s pension plans is as follows:



	Percentage point change	Projected benefit obligation decrease (increase)					Expense decrease (increase)
Discount rate	+ / - 1.0 %	$	9,503	$	(11,951	)	$	605	$	(737	)
Expected return on assets	+ / - 1.0 %	$	—	—			$	547	$	(550	)

Village contributed $3,000 and $3,524 in fiscal 2017 and 2016, respectively, to these Company-sponsored pension plans. Village expects to contribute $3,500 in fiscal 2018 to these plans. Substantially all contributions in 2017 and 2016 are voluntary contributions.

UNCERTAIN TAX POSITIONS

The Company is subject to periodic audits by various taxing authorities. These audits may challenge certain of the Company’s tax positions such as the timing and amount of deductions and the allocation of income to various tax jurisdictions. Accounting for these uncertain tax positions requires significant management judgment. Actual results could materially differ from these estimates and could significantly affect the effective tax rate and cash flows in future years.

On February 27, 2015, the Company reached an agreement with the New Jersey Division of Taxation to settle the disputes related to nexus and the deductibility of certain payments between subsidiaries for fiscal years 2000 through 2014. See Note 5 to the Consolidated Financial Statements for further information.

RECENTLY ISSUED ACCOUNTING STANDARDS

For the disclosure related to recently issued accounting standards, see Note 1 to the Consolidated Financial Statements.

LIQUIDITY and CAPITAL RESOURCES

CASH FLOWS

Net cash provided by operating activities was $46,153 in fiscal 2017 compared to $64,101 in fiscal 2016 and $17,468 in fiscal 2015. Net cash provided by operating activities was generated primarily by changes in working capital and net income adjusted for non-cash items including depreciation and amortization, share-based compensation, deferred taxes and the provision to value inventories at LIFO.

The decrease in non-cash items in fiscal 2017 and 2016, compared to fiscal 2015, was primarily due to the impact on deferred taxes in fiscal 2015 resulting from the $33,000 settlement with the New Jersey Division of Taxation.

Working capital changes increased (decreased) net cash provided by operating activities by $(6,551), $12,002 and $(54,616) in fiscal 2017, 2016 and 2015, respectively. Working capital changes in income taxes receivable/payable, merchandise inventories, accounts payable to Wakefern and other assets and liabilities decreased cash provided by operating activities in fiscal 2017 compared to fiscal 2016. Working capital changes in income taxes receivable/payable, merchandise inventories, accounts payable to Wakefern and accrued wages and benefits increased cash provided by operating activities in fiscal 2016 compared to fiscal 2015. The decrease in income taxes receivable/payable in fiscal 2015 was due primarily to the $33,000 settlement with the New Jersey Division of Taxation.

During fiscal 2017, Village used cash to fund capital expenditures of $27,726, dividends of $12,788, treasury stock purchases of $4,081 and invested an additional $1,945 in notes receivable from Wakefern. Capital expenditures primarily includes costs associated with the completion of the remodel of the Chester, New Jersey store, several smaller remodels of other existing stores and certain energy efficient lighting projects.

During fiscal 2016, Village used cash to fund capital expenditures of $19,971, dividends of $12,634, treasury stock purchases of $978 and invested an additional $1,314 in notes receivable from Wakefern. Capital expenditures primarily includes costs associated with the completion of the remodel and expansion of the Stirling, New Jersey store, one major remodel and several smaller remodels of other existing stores. In October 2015, Village sold the land and building of a closed store in Washington, New Jersey for $900.

During fiscal 2015, Village used cash to fund capital expenditures of $23,517, dividends of $12,577 and invested an additional $823 in notes receivable from Wakefern. Capital expenditures primarily include costs associated with the major remodel and expansion of the Stirling, New Jersey store and smaller remodels of other existing stores.

LIQUIDITY and DEBT

Working capital was $85,279, $60,538, and $41,760 at July 29, 2017, July 30, 2016 and July 25, 2015, respectively. Working capital ratios at the same dates were 1.89, 1.61, and 1.44 to one, respectively. The increase in working capital in fiscal 2017 compared to fiscal 2016 is due primarily to $22,118 in notes receivable from Wakefern that have been reclassified to current assets as they are due on August 15, 2017. The increase in working capital in fiscal 2016 compared to fiscal 2015 is due primarily to operating cash flows in excess of capital expenditures and dividends. The Company’s working capital needs are reduced, since inventories are generally sold by the time payments to Wakefern and other suppliers are due.

Village has budgeted approximately $50,000 for capital expenditures in fiscal 2018. Planned expenditures include construction of a new store in the Bronx, New York, a replacement store, two major remodels, several smaller remodels and various technology upgrade projects. The Company’s primary sources of liquidity in fiscal 2018 are expected to be cash and cash equivalents on hand at July 29, 2017 and operating cash flow generated in fiscal 2018.

At July 29, 2017, the Company had $44,680 in notes receivable due from Wakefern. Half of these notes earned interest at the prime rate plus .25% and matured on August 15, 2017 and half earn interest at the prime rate plus 1.25% and mature on February 15, 2019. The Company invested $22,000 of the proceeds received from the notes that matured on August 15, 2017 in variable rate notes receivable from Wakefern that earn interest at the prime rate plus 1.25% and mature on August 15, 2022. Wakefern has the right to prepay these notes at any time. Under certain conditions, the Company can require Wakefern to prepay the notes, although interest earned since inception would be reduced as if it was earned based on overnight money market rates as paid by Wakefern on demand deposits.

At July 29, 2017, Village had demand deposits invested at Wakefern in the amount of $60,037. These deposits earn overnight money market rates.

Village has an unsecured revolving credit agreement providing a maximum amount available for borrowing of $25,000. This loan agreement expires on December 31, 2018. The revolving credit line can be used for general corporate purposes. Indebtedness under this agreement bears interest at the prime rate, or at the Eurodollar rate, at the Company’s option, plus applicable margins based on the Company’s fixed charge coverage ratio. There were no amounts outstanding at July 29, 2017 or July 30, 2016 under this facility.

The revolving loan agreement contains covenants that, among other conditions, require a maximum liabilities to tangible net worth ratio, a minimum fixed charge coverage ratio and a positive net income. At July 29, 2017, the Company was in compliance with all terms and covenants of the revolving loan agreement.

During fiscal 2017, Village paid cash dividends of $12,788. Dividends in fiscal 2017 consist of $1.00 per Class A common share and $.65 per Class B common share.

During fiscal 2016, Village paid cash dividends of $12,634. Dividends in fiscal 2016 consist of $1.00 per Class A common share and $.65 per Class B common share.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

The table below presents significant contractual obligations of the Company at July 29, 2017:



	Payments due by fiscal period
	2018		2019		2020		2021		2022		Thereafter		Total
Capital and financing leases (2)	$	4,959	$	5,001	$	5,173	$	5,240	$	5,240	$	54,355	$	79,968
Operating leases (2)	11,102		9,131		7,776		6,450		4,997		38,046		77,502
Notes payable to Wakefern	292		114		—		—		—		—		406
	$	16,353	$	14,246	$	12,949	$	11,690	$	10,237	$	92,401	$	157,876


(1)	In addition, the Company is obligated to purchase 85% of its primary merchandise requirements from Wakefern (see Note 3 to the Consolidated Financial Statements).


(2)	The above amounts for capital, financing and operating leases include interest, but do not include certain obligations under these leases for other charges. These charges consisted of the following in fiscal 2017: Real estate taxes - $5,050; common area maintenance - $2,038; insurance - $332; and contingent rentals - $668.

(3)

Pension plan funding requirements are excluded from the above table as estimated contribution amounts for future years are uncertain. Future contributions will be determined by, among other factors, actual investment performance of plan assets, interest rates required to be used to calculate pension obligations, and changes in legislation. The Company expects to contribute $3,500 in fiscal 2018 to fund Company-sponsored defined benefit pension plans compared to actual contributions of $3,000 in fiscal 2017. The table also excludes contributions under various multi-employer pension plans, which totaled $5,574 in fiscal 2017.

OUTLOOK

This annual report contains certain forward-looking statements about Village’s future performance. These statements are based on management’s assumptions and beliefs in light of information currently available. Such statements relate to, for example: economic conditions; uninsured losses; expected pension plan contributions; projected capital expenditures; expected dividend payments; cash flow requirements; inflation expectations; and legal matters; and are indicated by words such as “will,” “expect,” “should,” “intend,” “anticipates,” “believes” and similar words or phrases. The Company cautions the reader that there is no assurance that actual results or business conditions will not differ materially from the results expressed, suggested or implied by such forward-looking statements. The Company undertakes no obligation to update forward-looking statements to reflect developments or information obtained after the date hereof.


•	We expect same store sales to range from a decrease of 2.0% to flat in fiscal 2018. We expect sales trends to be negatively impacted by several local competitor store openings and continued competitive pressure on retail price inflation.


•	We have budgeted $50,000 for capital expenditures in fiscal 2018. Planned expenditures include construction of a new store in the Bronx, New York, a replacement store, two major remodels, several smaller remodels and various technology upgrade projects.


•	The Board’s current intention is to continue to pay quarterly dividends in 2018 at the most recent rate of $.25 per Class A and $.1625 per Class B share.


•	We believe cash flow from operations and other sources of liquidity will be adequate to meet anticipated requirements for working capital, capital expenditures and debt payments for the foreseeable future.


•	We expect our effective income tax rate in fiscal 2018 to be in the range of 41.0% - 42.0%.


•	We expect operating expenses will be affected by increased costs in certain areas, such as medical and other fringe benefit costs.


•	We expect approximately $100 of net periodic pension costs in fiscal 2018 related to the four Company sponsored defined benefit pension plans. The Company expects to contribute $3,500 in cash to all defined benefit pension plans in fiscal 2018.

Various uncertainties and other factors could cause actual results to differ from the forward-looking statements contained in this report. These include:

•

The supermarket business is highly competitive and characterized by narrow profit margins. Results of operations may be materially adversely impacted by competitive pricing and promotional programs, industry consolidation and competitor store openings. Village competes 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.

•


•	Approximately 91% 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.

•


•	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.

Any breach of these security measures and loss of confidential information, which could be undetected for a period of time, could damage our reputation with customers, vendors and associates, cause Wakefern and Village to incur significant costs to protect any customers, vendors and associates whose personal data was compromised, cause us to make changes to our information systems and could result in government enforcement actions and litigation against Wakefern and/or Village from outside parties. Any such breach could have a material adverse impact on our operations, consolidated financial condition, results of operations, and liquidity if the related costs to Wakefern and Village are not covered or are in excess of carried insurance policies. In addition, a security breach could require Wakefern and Village to devote significant management resources to address problems created by the security breach and restore our reputation.

RELATED PARTY TRANSACTIONS

The Company holds an investment in Wakefern, its principal supplier. Village purchases substantially all of its merchandise from Wakefern in accordance with the Wakefern Stockholder Agreement. As part of this agreement, Village is required to purchase certain amounts of Wakefern common stock. At July 29, 2017, the Company’s indebtedness to Wakefern for the outstanding amount of this stock subscription was $406. The maximum per store investment, which is currently $925, increased by $25 in both fiscal 2017 and 2016, resulting in additional investments of $626 and $717, respectively. Wakefern distributes as a “patronage dividend” to each member a share of its earnings in proportion to the dollar volume of purchases by the member from Wakefern during the year. Wakefern provides the Company with support services in numerous areas including advertising, supplies, liability and property insurance, technology support and other store services. Additional information is provided in Note 3 to the Consolidated Financial Statements.

At July 29, 2017, Village had demand deposits invested at Wakefern in the amount of $60,037. These deposits earn overnight money market rates.

The Company subleases the Galloway and Vineland stores from Wakefern at combined current annual rents of $1,316. Both leases contain normal periodic rent increases and options to extend the lease.

The Company leases a supermarket from a realty firm 30% owned by certain officers of Village. The Company paid rent to related parties under this lease of $688, $642 and $640 in fiscal years 2017, 2016 and 2015, respectively. This lease expires in fiscal 2021 with options to extend at increasing annual rents.

The Company has ownership interests in three real estate partnerships. Village paid aggregate rents to two of these partnerships for leased stores of approximately $1,500, $1,400, and $1,300 in fiscal years 2017, 2016 and 2015, respectively.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

IMPACT OF INFLATION AND CHANGING PRICES

Although the Company cannot accurately determine the precise effect of inflation or deflation on its operations, it estimates that product prices overall experienced deflation in fiscal 2017 and 2016 compared to slight inflation in 2015. The Company recorded pre-tax LIFO (benefit) expense of $(112), $(171) and $124 in fiscal 2017, 2016 and 2015, respectively. The Company calculates LIFO based on CPI indices published by the Department of Labor, which indicated weighted-average CPI changes of (0.3%), (0.5%), and 0.3%, in fiscal 2017, 2016 and 2015, respectively.

MARKET RISK

At July 29, 2017, the Company had demand deposits of $60,037 at Wakefern earning interest at overnight money market rates, which are exposed to the impact of interest rate changes.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands)

	July 29, 2017			July 30, 2016
ASSETS
Current Assets
Cash and cash equivalents	$	87,435		$	88,379
Merchandise inventories	41,852			42,011
Patronage dividend receivable	12,655			13,185
Notes receivable from Wakefern	22,118			—
Income taxes receivable	1,742			—
Other current assets	15,670			16,259

Total current assets	181,472			159,834

Notes receivable from Wakefern	22,562			42,735
Property, equipment and fixtures, net	204,440			201,470
Investment in Wakefern	27,093			26,467
Goodwill	12,057			12,057
Other assets	7,601			7,691

Total assets	$	455,225		$	450,254

LIABILITIES and SHAREHOLDERS’ EQUITY
Current Liabilities
Capital and financing lease obligations	$	652		$	514
Notes payable to Wakefern	292			341
Accounts payable to Wakefern	59,556			59,186
Accounts payable and accrued expenses	17,279			17,240
Accrued wages and benefits	17,810			16,313
Income taxes payable	604			5,702

Total current liabilities	96,193			99,296

Long-term debt
Capital and financing lease obligations	42,532			43,184
Notes payable to Wakefern	114			377

Total long-term debt	42,646			43,561

Pension liabilities	15,194			26,740
Other liabilities	14,372			8,922

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 10,562 shares at July 29, 2017 and 10,190 shares at July 30, 2016	57,852			55,196
Class B common stock, no par value: Authorized 20,000 shares; issued and outstanding 4,304 shares at July 29, 2017 and 4,319 shares at July 30, 2016	699			701
Retained earnings	244,308			234,175
Accumulated other comprehensive loss	(7,406		)	(13,339		)
Less treasury stock, Class A, at cost: 477 shares at July 29, 2017 and 353 shares at July 30, 2016	(8,633		)	(4,998		)

Total shareholders’ equity	286,820			271,735

Total liabilities and shareholders' equity	$	455,225		$	450,254

See notes to consolidated financial statements.

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts)

	Years ended
	July 29, 2017			July 30, 2016			July 25, 2015
	(52 Weeks)			(53 Weeks)			(52 Weeks)

Sales	$	1,604,574		$	1,634,904		$	1,583,789
Cost of sales	1,167,863			1,189,874			1,150,674

Gross profit	436,711			445,030			433,115

Operating and administrative expense	371,495			376,601			366,254
Depreciation and amortization	24,482			24,101			23,330

Operating income	40,734			44,328			43,531

Interest expense	(4,452		)	(4,495		)	(4,535		)
Interest income	2,841			2,506			2,399

Income before income taxes	39,123			42,339			41,395
Income taxes	16,202			17,295			10,775

Net income	$	22,921		$	25,044		$	30,620

Net income per share:
Class A common stock:
Basic	$	1.80		$	1.98		$	2.44
Diluted	$	1.60		$	1.77		$	2.16

Class B common stock:
Basic	$	1.16		$	1.29		$	1.58
Diluted	$	1.16		$	1.29		$	1.58

See notes to consolidated financial statements.

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands)

	Years ended
	July 29, 2017		July 30, 2016			July 25, 2015
	(52 Weeks)		(53 Weeks)			(52 Weeks)

Net income	$	22,921	$	25,044		$	30,620

Other comprehensive income (loss):
Amortization of pension actuarial loss, net of tax (1)	794		892			768
Pension remeasurement, net of tax (2)	4,568		(7,973		)	(4,988		)
Pension settlement loss (gain), net of tax (3)	571		—			(189		)
Pension curtailment gain, net of tax (4)	—		10,616			—
Total other comprehensive income (loss)	5,933		3,535			(4,409		)

Comprehensive income	$	28,854	$	28,579		$	26,211


(1)	Amounts are net of tax of $549, $612 and $527 for 2017, 2016 and 2015, respectively. All amounts are reclassified from accumulated other comprehensive loss to operating and administrative expense.


(2)	Amounts are net of tax of $3,106, $5,478 and $3,429 for 2017, 2016 and 2015, respectively.


(3)	Amounts are net of tax of $394 and $130 for 2017 and 2015, respectively. All amounts are reclassified from accumulated other comprehensive loss to operating and administrative expense.


(4)	Amount is net of tax of $7,288.

See notes to consolidated financial statements.

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (In thousands)


Years ended July 29, 2017, July 30, 2016 and July 25, 2015
														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 26, 2014	10,147		$	47,056		4,361		$	708		$	203,722		$	(12,465	)	454		$	(5,885	)	$	233,136
Net income	—		—			—		—			30,620			—			—		—			30,620
Other comprehensive loss, net of tax of $3,032	—		—			—		—			—			(4,409		)	—		—			(4,409		)
Dividends	—		—			—		—			(12,577		)	—			—		—			(12,577		)
Exercise of stock options	—		950			—		—			—			—			(111	)	1,442			2,392
Share-based compensation expense	3		3,169			—		—			—			—			—		—			3,169
Excess tax benefits from exercise of stock options and restricted share vesting	—		436			—		—			—			—			—		—			436
Conversion of Class B shares to Class A shares	42		7			(42	)	(7		)	—			—			—		—			—
Balance, July 25, 2015	10,192		51,618			4,319		701			221,765			(16,874		)	343		(4,443		)	252,767
Net income	—		—			—		—			25,044			—			—		—			25,044
Other comprehensive income, net of tax of $2,422	—		—			—		—			—			3,535			—		—			3,535
Dividends	—		—			—		—			(12,634		)	—			—		—			(12,634		)
Exercise of stock options	—		390			—		—			—			—			(30	)	423			813
Treasury stock purchases	—		—			—		—			—			—			40		(978		)	(978		)
Restricted shares forfeited	(4	)	(55		)	—		—			—			—			—		—			(55		)
Share-based compensation expense	2		3,250			—		—			—			—			—		—			3,250
Net tax deficit from exercise of stock options and restricted share vesting	—		(7		)	—		—			—			—			—		—			(7		)
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

See notes to consolidated financial statements.

VILLAGE SUPER MARKET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)

	Years ended
	July 29, 2017			July 30, 2016			July 25, 2015
	(52 Weeks)			(53 Weeks)			(52 Weeks)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	22,921		$	25,044		$	30,620
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	24,482			24,101			23,330
Non-cash share-based compensation	3,134			3,195			3,169
Deferred taxes	2,279			(70		)	14,841
Provision to value inventories at LIFO	(112		)	(171		)	124

Changes in assets and liabilities:
Merchandise inventories	271			3,932			(1,202		)
Patronage dividend receivable	530			(354		)	92
Accounts payable to Wakefern	370			849			(5,372		)
Accounts payable and accrued expenses	111			(1,389		)	1,329
Accrued wages and benefits	1,497			1,196			(3,739		)
Income taxes receivable / payable	(7,957		)	8,819			(47,539		)
Other assets and liabilities	(1,373		)	(1,051		)	1,815

Net cash provided by operating activities	46,153			64,101			17,468

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(27,726		)	(19,971		)	(23,517		)
Proceeds from the sale of assets	—			919			—
Investment in notes receivable from Wakefern	(1,945		)	(1,314		)	(823		)

Net cash used in investing activities	(29,671		)	(20,366		)	(24,340		)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of stock options	812			813			2,392
Excess tax benefit related to share-based compensation	83			28			436
Principal payments of long-term debt	(1,452		)	(1,625		)	(1,691		)
Dividends	(12,788		)	(12,634		)	(12,577		)
Treasury stock purchases, including shares surrendered for withholding taxes	(4,081		)	(978		)	—

Net cash used in financing activities	(17,426		)	(14,396		)	(11,440		)

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(944		)	29,339			(18,312		)

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	88,379			59,040			77,352

CASH AND CASH EQUIVALENTS, END OF YEAR	$	87,435		$	88,379		$	59,040

SUPPLEMENTAL DISCLOSURES OF CASH PAYMENTS MADE FOR:
Interest	$	4,452		$	4,495		$	4,446
Income taxes	21,590			8,518			43,038

See notes to consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of operations

Village Super Market, Inc. (the “Company” or “Village”) operates a chain of 29 ShopRite supermarkets in New Jersey, eastern Pennsylvania and Maryland. The Company is a member of Wakefern Food Corporation ("Wakefern"), the nation's largest retailer-owned food cooperative and owner of the ShopRite name. This relationship provides Village many of the economies of scale in purchasing, distribution, private label products, advanced retail technology, marketing and advertising associated with chains of greater size and geographic coverage.

Principles of consolidation

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

Certain amounts have been reclassified in the fiscal 2015 consolidated statement of comprehensive income to conform to the fiscal 2017 presentation.

Fiscal year

The Company and its subsidiaries utilize a 52-53 week fiscal year ending on the last Saturday in the month of July. Fiscal 2017 and 2015 contain 52 weeks. Fiscal 2016 contains 53 weeks.

Use of estimates

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

Industry segment

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

Revenue recognition

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

Cash and cash equivalents

The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. Included in cash and cash equivalents are proceeds due from credit and debit card transactions, which typically settle within five business days, of $7,641 and $7,534 at July 29, 2017 and July 30, 2016, respectively. Included in cash and cash equivalents at July 29, 2017 and July 30, 2016 are $60,037 and $63,609, respectively, of demand deposits invested at Wakefern at overnight money market rates.

Merchandise inventories

Approximately 65% of merchandise inventories are stated at the lower of LIFO (last-in, first-out) cost or market. If the FIFO (first-in, first-out) method had been used, inventories would have been $14,410 and $14,522 higher than reported in fiscal 2017 and 2016, respectively. All other inventories are stated at the lower of FIFO cost or market.

Vendor allowances and rebates

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

Property, equipment and fixtures

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

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

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

Investments

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

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

Store opening and closing costs

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

Leases

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

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

Advertising

Advertising costs are expensed as incurred. Advertising expense was $11,824, $11,644 and $11,121 in fiscal 2017, 2016 and 2015, respectively.

Income taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are

measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.

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

Fair value

Fair value is defined as the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that should be determined using assumptions that market participants would use in pricing an asset or liability. The fair value guidance establishes a three-level hierarchy to prioritize the inputs used in measuring fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities in active markets observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability.

Cash and cash equivalents, patronage dividend receivable, income taxes receivable/payable, accounts payable and accrued expenses are reflected in the consolidated financial statements at carrying value, which approximates fair value because of the short-term maturity of these instruments. The carrying values of the Company’s notes receivable from Wakefern approximate their fair value as interest is earned at variable market rates. As the Company’s investment in Wakefern can only be sold to Wakefern at amounts that approximate the Company’s cost, it is not practicable to estimate the fair value of such investment.

Long-lived assets

The Company reviews long-lived assets, such as property, equipment and fixtures on an individual store basis for impairment when circumstances indicate the carrying amount of an asset group may not be recoverable. Such review analyzes the undiscounted estimated future cash flows from such assets to determine if the carrying value of such assets are recoverable from their respective cash flows. If impairment is indicated, it is measured by comparing the fair value of the long-lived assets to their carrying value.

Goodwill

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

Net income per share

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

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

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

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



	2017					2016					2015
	Class A		Class B			Class A		Class B			Class A		Class B
Numerator:
Net income allocated, basic	$	17,354	$	5,025		$	18,967	$	5,563		$	23,050	$	6,885
Conversion of Class B to Class A shares	5,025		—			5,563		—			6,885		—
Effect of share-based compensation on allocated net income	25		(4		)	—		(3		)	46		(23		)
Net income allocated, diluted	$	22,404	$	5,021		$	24,530	$	5,560		$	29,981	$	6,862

Denominator:
Weighted average shares outstanding, basic	9,663		4,314			9,567		4,319			9,459		4,353
Conversion of Class B to Class A shares	4,314		—			4,319		—			4,353		—
Dilutive effect of share-based compensation	27		—			—		—			48		—
Weighted average shares outstanding, diluted	14,004		4,314			13,886		4,319			13,860		4,353

Net income per share is as follows:



	2017				2016				2015
	Class A		Class B		Class A		Class B		Class A		Class B
Basic	$	1.80	$	1.16	$	1.98	$	1.29	$	2.44	$	1.58
Diluted	$	1.60	$	1.16	$	1.77	$	1.29	$	2.16	$	1.58

Outstanding stock options to purchase Class A shares of 376, 226 and 224 were excluded from the calculation of diluted net income per share at July 29, 2017, July 30, 2016 and July 25, 2015, respectively, as a result of their anti-dilutive effect. In addition, 361, 250 and 271 non-vested restricted Class A shares, which are considered participating securities, and their allocated net income were excluded from the diluted net income per share calculation at July 29, 2017, July 30, 2016 and July 25, 2015, respectively, due to their anti-dilutive effect.

Share-based compensation

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

Benefit plans

The Company recognizes the funded status of its Company sponsored retirement plans on the consolidated balance sheet. Actuarial gains or losses, curtailments, prior service costs or credits, and transition obligations not previously recognized are recorded as a component of Accumulated Other Comprehensive Loss. The Company uses July 31 as the measurement date for these plans.

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

Recently issued accounting standards

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers,” which provides guidance for revenue recognition. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The new guidance is effective for fiscal years, and interim periods within those years, beginning

after December 15, 2017. The Company expects to adopt the new standard in the first quarter of its fiscal year ending July 27, 2019. The Company is currently assessing the potential impact of ASU No. 2014-09 on its financial statements. The Company does not anticipate it will have a material impact on its recognition of revenue at the point of sale, and is continuing to identify and assess transactions that may be affected by the new standard.

In February 2016, the FASB issued ASU 2016-02, "Leases." This guidance requires lessees to recognize lease liabilities and a right-of-use asset for all leases with terms of more than 12 months on the balance sheet. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with earlier adoption permitted. The Company expects to adopt the new standard in the first quarter of its fiscal year ending July 25, 2020. ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after the date of initial adoption. The adoption of ASU 2016-02 will result in a significant increase to the Company’s Consolidated Balance Sheets for lease liabilities and right-of-use assets, and the Company is currently evaluating the other effects of adoption of this standard on its consolidated financial statements and related disclosures.

In March 2016, the FASB issued ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting." The guidance changes several aspects of the accounting for share-based payment award transactions, including accounting for income taxes, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, with earlier adoption permitted. The Company will adopt the new standard in the first quarter of its fiscal year ending July 28, 2018. The Company does not anticipate it will have a material impact on its consolidated financial statements and related disclosures.

NOTE 2 — PROPERTY, EQUIPMENT and FIXTURES

Property, equipment and fixtures are comprised as follows:



	July 29, 2017			July 30, 2016
Land and buildings	$	105,211		$	104,451
Store fixtures and equipment	253,227			234,094
Leasehold improvements	104,946			100,076
Leased property under capital leases	25,211			25,211
Construction in progress	2,288			215
Vehicles	3,240			3,225

Total property, equipment and fixtures	494,123			467,272
Accumulated depreciation	(281,216		)	(258,356		)
Accumulated amortization of property under capital leases	(8,467		)	(7,446		)

Property, equipment and fixtures, net	$	204,440		$	201,470

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

NOTE 3 — RELATED PARTY INFORMATION - WAKEFERN

The Company’s ownership interest in its principal supplier, Wakefern, which is operated on a cooperative basis for its stockholder members, is 12.9% of the outstanding shares of Wakefern at July 29, 2017. The investment is stated at cost and is pledged as collateral for any obligations to Wakefern. In addition, all obligations to Wakefern are personally guaranteed by certain shareholders of Village.

The Company is obligated to purchase 85% of its primary merchandise requirements from Wakefern until ten years from the date that stockholders representing 75% of Wakefern sales notify Wakefern that those stockholders request that the Wakefern Stockholder Agreement be terminated. If this purchase obligation is not met, Village is required to pay Wakefern’s profit contribution shortfall attributable to this failure. Similar payments are due if Wakefern loses volume by reason of the sale of Company stores or a merger with another entity. Village fulfilled the above obligation in fiscal 2017, 2016 and 2015. The Company also has an investment of approximately 8.0% in Insure-Rite, Ltd., a Wakefern affiliated company, which provides Village with liability and property insurance coverage.

Wakefern has increased from time to time the required investment in its common stock for each supermarket owned by a member, with the exact amount per store computed based on the amount of each store’s purchases from Wakefern. At July 29, 2017, the Company’s indebtedness to Wakefern for the outstanding amount of these stock subscriptions was $406. Installment payments are due as follows: 2017 -$292; 2018 - $114 and none thereafter. The maximum per store investment, which is currently $925, increased by $25 in both fiscal 2017 and 2016, resulting in additional investments of $626 and $717, respectively. Village receives additional shares of common stock to the extent paid for at the end of each fiscal year (which ends on or about September 30) of Wakefern calculated at the then book value per share. The payments, together with any stock issued thereunder, at the option of Wakefern, may be null and void and all payments on this subscription shall become the property of Wakefern in the event the Company does not complete the payment of this subscription in a timely manner.

Village purchases substantially all of its merchandise from Wakefern. As a stockholder of Wakefern, Village earns a share of Wakefern’s earnings, which are distributed as a “patronage dividend.” This dividend is based on a distribution of substantially all of Wakefern’s operating profits for its fiscal year in proportion to the dollar volume of purchases by each member from Wakefern during that fiscal year. Patronage dividends are recorded as a reduction of cost of sales as merchandise is sold. Village accrues estimated patronage dividends due from Wakefern quarterly based on an estimate of the annual Wakefern patronage dividend and an estimate of Village’s share of this annual dividend based on Village’s estimated proportional share of the dollar volume of business transacted with Wakefern that year. Patronage dividends and other vendor allowances and rebates amounted to $30,048, $30,559 and $27,557 in fiscal 2017, 2016 and 2015, respectively.

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. Village incurred charges of $32,135, $33,526 and $33,306 from Wakefern in fiscal 2017, 2016 and 2015, respectively, for these services, which are reflected in operating and administrative expense in the consolidated statements of operations. Additionally, the Company has certain related party leases (see Note 6) with Wakefern.

At July 29, 2017, the Company had demand deposits invested at Wakefern in the amount of $60,037. These deposits earn overnight money market rates.

Interest income earned on investments with Wakefern was $2,841, $2,506 and $2,399 in fiscal 2017, 2016 and 2015, respectively.

NOTE 4 — DEBT

The revolving loan agreement provides for up to $3,000 of letters of credit ($129 outstanding at July 29, 2017), which secure obligations for construction performance guarantees to municipalities.

NOTE 5 — INCOME TAXES

The components of the provision for income taxes are:



	2017		2016			2015
Federal:
Current	$	10,018	$	13,150		$	2,424
Deferred	2,167		183			13,954

State:
Current	3,906		4,215			(6,490		)
Deferred	111		(253		)	887

	$	16,202	$	17,295		$	10,775

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows:



	July 29, 2017			July 30, 2016
Deferred tax assets:
Leasing activities	$	8,115		$	7,922
Federal benefit of uncertain tax positions	304			282
Compensation related costs	2,543			4,209
Pension costs	6,410			11,097
Other	729			704

Total deferred tax assets	18,101			24,214

Deferred tax liabilities:
Tax over book depreciation	17,603			17,114
Patronage dividend receivable	5,164			5,270
Investment in partnerships	1,479			1,476
Other	—			171

Total deferred tax liabilities	24,246			24,031

Net deferred tax (liability) asset	$	(6,145	)	$	183

Deferred income tax assets (liabilities) are included in the following captions on the consolidated balance sheets at July 29, 2017 and July 30, 2016:



	2017		2016
Other assets	611		1,576
Other liabilities	(6,756	)	(1,393	)

A valuation allowance is provided when it is more likely than not that some portion of the deferred tax assets will not be realized. In management’s opinion, in view of the Company’s previous, current and projected taxable income and reversal of deferred tax liabilities, such tax assets will more likely than not be fully realized. Accordingly, no valuation allowance was deemed to be required at July 29, 2017 and July 30, 2016.

The effective income tax rate differs from the statutory federal income tax rate as follows:



	2017		2016		2015
Statutory federal income tax rate	35.0	%	35.0	%	35.0	%
State income taxes, net of federal tax benefit	6.2	%	5.9	%	6.1	%
Unrecognized tax benefits, interest and penalties on prior year tax positions	—	%	—	%	(17.6	)%
Current year interest and penalties on unrecognized tax benefits	0.1	%	0.2	%	2.0	%
Other	0.1	%	(0.3	)%	0.5	%

Effective income tax rate	41.4	%	40.8	%	26.0	%

In prior years, the state of New Jersey issued two separate tax assessments related to nexus beginning in fiscal 2000 and the deductibility of certain payments between subsidiaries beginning in fiscal 2002. Village contested both of these assessments through the state’s conference and appeals process and was subsequently denied. The Company then filed two complaints in Tax Court against the New Jersey Division of Taxation (the "Division") contesting these assessments and a trial limited to the nexus dispute was conducted in June 2013. On October 23, 2013, the Tax Court issued their opinion on the matter in favor of the Division. As a result, the Company recorded a $10,052 charge, net of federal benefit, to income tax expense in the fiscal quarter ended October 26, 2013, to increase unrecognized tax benefits and related interest and penalties for tax positions taken in prior years.

On February 27, 2015, the Company reached an agreement with the Division whereby the Company paid $33,000 in March 2015 to settle the disputes with the Division for fiscal years 2000 through 2014. Net of federal benefit, the total cash outflow as a result of the settlement was approximately $21,000. Under the terms of the agreement, the Company withdrew its appeal of the Tax Court opinion on the nexus dispute. In addition, the case pending on the deductibility of certain payments between subsidiaries was dismissed and the Division withdrew the related assessments. The Company recorded an income tax benefit of $7,293, net of federal taxes, in the fiscal quarter ending April 25, 2015 to reverse remaining unrecognized tax benefits and related interest and penalties in excess of the settlement.

The Division is currently auditing tax years 2011 through 2015 for all applicable entities and tax years 2000 through 2014 related to the February 2015 settlement agreement. The Company is open to examination by the remaining relevant tax authorities with varying statutes of limitations, generally ranging from three to four years.

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows:



	2017		2016
Balance at beginning of year	$	631	$	514
Additions based on tax positions related to prior periods	17		—
Additions based on tax positions related to the current year	—		117

Balance at end of year	$	648	$	631

Unrecognized tax benefits at July 29, 2017 and July 30, 2016 include tax positions of $585 and $541 (net of federal benefit), respectively, that would reduce the Company’s effective income tax rate, if recognized in future periods.

Although the outcome and timing are uncertain, the Company anticipates that the balance of gross unrecognized tax benefits will reverse during the next twelve months.

The Company recognizes interest and penalties on income taxes in income tax expense. The Company recognized expense (benefit) of $50, $39 and $(9,811) in fiscal 2017, 2016 and 2015, respectively, related to interest and penalties on income taxes. The amount of accrued interest and penalties included in the consolidated balance sheet was $242 and $192 at July 29, 2017 and July 30, 2016, respectively.

NOTE 6 — LEASES

Description of leasing arrangements

The Company leased 23 stores at July 29, 2017, including five that are capitalized for financial reporting purposes. The majority of initial lease terms range from 20 to 30 years.

Most of the Company’s leases contain renewal options at increased rents of five years each. These options enable Village to retain the use of facilities in desirable operating areas. Management expects that in the normal course of business, most leases will be renewed or replaced by other leases. The Company is obligated under all leases to pay for real estate taxes, utilities and liability insurance, and under certain leases to pay additional amounts based on maintenance and a percentage of sales in excess of stipulated amounts.

Future minimum lease payments by year and in the aggregate for all non-cancelable leases with initial terms of one year or more consist of the following at July 29, 2017:



	Capital and financing leases		Operating leases
2018	$	4,959	$	11,102
2019	5,001		9,131
2020	5,173		7,776
2021	5,240		6,450
2022	5,240		4,997
Thereafter	54,355		38,046
Minimum lease payments	79,968		$	77,502
Less amount representing interest	36,784

Present value of minimum lease payments	43,184

Less current portion	652
	$	42,532

The following schedule shows the composition of total rental expense for the following years:



	2017		2016		2015
Minimum rentals	$	11,153	$	11,585	$	11,090
Contingent rentals	668		929		893

	$	11,821	$	12,514	$	11,983

On November 6, 2013, the Company closed the Morris Plains, New Jersey store and opened a 77,000 sq. ft. replacement store in Hanover Township, New Jersey. The Company recorded a $3,481 charge to Operating and administrative expense in fiscal 2014 for the remaining lease obligations, net of estimated sublease rentals, on the Morris Plains store. The Company paid $788, $918 and $982 of these costs in fiscal 2017, 2016 and 2015, respectively, with no remaining liability as of July 29, 2017.

On April 30, 2014, Village opened a 59,000 sq. ft. store in Union, New Jersey and closed our existing 40,000 sq. ft. store. The Company recorded a $929 charge to Operating and administrative expense in fiscal 2014 for the remaining lease obligations, net of estimated sublease rentals, on the old Union store. The Company paid $0, $266 and $531 of these costs in fiscal 2017, 2016 and 2015, respectively, with no remaining liability as of July 29, 2017.

Related party leases

The Company has ownership interests in three real estate partnerships. Village paid aggregate rents to two of these partnerships for leased stores of $1,500, $1,400 and $1,300 in fiscal 2017, 2016 and 2015, respectively.

One of these partnerships is a variable interest entity, which is not consolidated as Village is not the primary beneficiary. This partnership owns one property, a stand-alone supermarket leased to the Company since 1974. Village is a general partner entitled to 33% of the partnership's profits and losses.

The Company subleases the Galloway and Vineland stores from Wakefern under sublease agreements which provided for combined annual rents of $1,316, $1,316 and $1,296 in fiscal 2017, 2016 and 2015, respectively. Both leases contain normal periodic rent increases and options to extend the lease.

NOTE 7 — SHAREHOLDERS’ EQUITY

The Company has two classes of common stock. Class A common stock is entitled to one vote per share and to cash dividends as declared 54% greater than those paid on Class B common stock. Class B common stock is entitled to 10 votes per share. Class A and Class B common stock share equally on a per share basis in any distributions in liquidation. Shares of Class B common stock are convertible on a share-for-share basis for Class A common stock at any time. Class B common stock is not transferable except to another holder of Class B common stock or by will or under the laws of intestacy or pursuant to a resolution of the Board of Directors of the Company approving the transfer. As a result of this voting structure, the holders of the Class B common stock control greater than 50% of the total voting power of the shareholders of the Company and control the election of the Board of Directors.

The Company has authorized 10,000 shares of preferred stock. No shares have been issued. The Board of Directors is authorized to designate series, preferences, powers and participations of any preferred stock issued.

During fiscal 2015 the Company’s Board of Directors authorized a share repurchase program of up to $5,000 of its Class A Common Stock. Repurchases may be made from time to time through a variety of methods, including open market purchases and other negotiated transactions, including through plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934. The Company made open market purchases totaling $1,859 and $978 under this repurchase program in fiscal 2017 and 2016, respectively, and an additional $2,222 in shares of Class A Common Stock were surrendered in satisfaction of withholding taxes in connection with the vesting of restricted shares in Fiscal 2017.

Village has three share-based compensation plans, which are described below. The compensation cost charged against income for these plans was $3,134, $3,195 and $3,169 in fiscal 2017, 2016 and 2015, respectively. Total income tax benefit recognized in the consolidated statements of operations for share-based compensation arrangements was $802, $1,131 and $1,134 in fiscal 2017, 2016 and 2015, respectively.

The Village Super Market, Inc. 2004 Stock Plan (the “2004 Plan”) provides for awards of incentive and nonqualified stock options and restricted stock. There are 1,200 shares of Class A common stock authorized for issuance to employees and directors under the 2004 Plan. Terms and conditions of awards are determined by the Board of Directors. Option awards are primarily granted at the fair value of the Company’s stock at the date of grant, cliff vest three years from the grant date and are exercisable up to ten years from the date of grant. Restricted stock awards primarily cliff vest three years from the grant date. There are no shares remaining for future grants under the 2004 Plan.

On December 17, 2010, the shareholders of the Company approved the Village Super Market, Inc. 2010 Stock Plan (the “2010 Plan”) under which awards of incentive and non-qualified stock options and restricted stock may be made. There are 1,200 shares of Class A common stock authorized for issuance to employees and directors under the 2010 Plan. Terms and conditions of awards are determined by the Board of Directors. Option awards granted to date were granted at the fair value of the Company's stock on the date of grant, primarily cliff vest three years from the grant date and are exercisable up to ten years from the grant date. Restricted stock awards primarily cliff vest three years from the date of grant. There are 45 shares remaining for future grants under the 2010 Plan.

On December 16, 2016, the shareholders of the Company approved the Village Super Market, Inc. 2016 Stock Plan (the “2016 Plan”) under which awards of incentive and non-qualified stock options and restricted stock may be made. There are 1,200 shares of Class A common stock authorized for issuance to employees and directors under the 2016 Plan. Terms and conditions of awards are determined by the Board of Directors. There have been no awards granted to date under the 2016 Plan.

The following table summarizes option activity under all plans for the following years:



	2017				2016				2015
	Shares		Weighted-average exercise price		Shares		Weighted-average exercise price		Shares		Weighted-average exercise price
Outstanding at beginning of year	424		$	27.77	473		$	27.75	591		$	26.41
Granted	—		—		7		26.79		4		24.51
Exercised	(31	)	25.75		(30	)	27.08		(111	)	21.41
Forfeited	(9	)	26.46		(26	)	27.99		(11	)	18.83

Outstanding at end of year	384		$	27.91	424		$	27.77	473		$	27.75

Options exercisable at end of year	371		$	27.88	203		$	26.76	248		$	26.80

As of July 29, 2017, the weighted-average remaining contractual term of options outstanding and options exercisable was 4.8 years and 4.7 years, respectively. As of July 29, 2017, the aggregate intrinsic value was $2 for both options outstanding and options exercisable. The weighted-average grant date fair value of options granted was $4.79 and $4.32 per share in fiscal 2016 and 2015, respectively. The total intrinsic value of options exercised was $204, $70 and $1,090 in fiscal 2017, 2016 and 2015, respectively. The fair value of each option award is estimated on the date of grant using the Black-Scholes Option Pricing Model using the weighted-average assumptions in the following table. The Company uses historical data for similar groups of employees in order to estimate the expected life of options granted. Expected volatility is based on the historical volatility of the Company’s stock for a period of years corresponding to the expected life of the option. The risk free interest rate is based on the U.S. Treasury yield curve at the time of grant for securities with a maturity period similar to the expected life of the option.



	2016		2015
Expected life (years)	5.0		5.0
Expected volatility	31.1	%	29.8	%
Expected dividend yield	3.8	%	4.1	%
Risk-free interest rate	1.5	%	1.5	%

The following table summarizes restricted stock activity under all plans for the following years:



	2017				2016				2015
	Shares		Weighted-average grant date fair value		Shares		Weighted-average grant date fair value		Shares		Weighted-average grant date fair value
Nonvested at beginning of year	250		$	28.77	271		$	28.78	288		$	28.83
Granted	362		27.22		2		28.55		3		23.77
Vested	(246	)	28.77		(19	)	28.83		(20	)	28.83
Forfeited	(5	)	28.51		(4	)	28.83		—		—

Nonvested at end of year	361		$	27.22	250		$	28.77	271		$	28.78

The total fair value of restricted shares vested during fiscal 2017, 2016 and 2015 was $4,117, $549 and $576, respectively.

As of July 29, 2017, there was $8,685 of total unrecognized compensation costs related to nonvested stock options and restricted stock granted under the above plans. That cost is expected to be recognized over a weighted-average period of 2.6 years.

Cash received from option exercises under all share-based compensation arrangements was $812, $813 and $2,392 in fiscal 2017, 2016 and 2015, respectively. The actual tax benefit realized for tax deductions from option exercises under share-based compensation arrangements was $83, $29 and $424 in fiscal 2017, 2016 and 2015, respectively.

The Company declared and paid cash dividends on common stock as follows:



	2017		2016		2015
Per share:
Class A common stock	$	1.000	$	1.000	$	1.000
Class B common stock	0.650		0.650		0.650

Aggregate:
Class A common stock	$	9,983	$	9,827	$	9,749
Class B common stock	2,805		2,807		2,828

	$	12,788	$	12,634	$	12,577

NOTE 8 — PENSION PLANS

Company-Sponsored Pension Plans

The Company sponsors four defined benefit pension plans. Two are tax-qualified plans covering members of unions. Benefits under these two plans are based on a fixed amount for each year of service. One is a tax-qualified plan covering nonunion associates. Benefits under this plan are based upon percentages of annual compensation. Funding for these plans is based on an analysis of the specific requirements and an evaluation of the assets and liabilities of each plan. The fourth plan is an unfunded, nonqualified plan providing supplemental pension benefits to certain executives.

On November 29, 2016, the Company amended the Village Super Market Local 72 Retail Clerks Employees’ Retirement Plan, which covers union employees in the Stroudsburg store, to freeze all benefits effective January 31, 2017. As a result of this amendment, the Company recognized a pre-tax remeasurement gain totaling $629 in accumulated other comprehensive loss during fiscal 2017. The remeasurement had no impact on the consolidated statements of operations.

On February 15, 2016, the Company amended the Village Super Market Employees Retirement Plan, which covers nonunion employees and pharmacists, to freeze all benefits effective March 31, 2016. As a result of this amendment, the Company recognized a pre-tax curtailment gain totaling $17,904 in accumulated other comprehensive loss during fiscal 2016.

Net periodic pension cost for the four plans include the following components:



	2017			2016			2015
Service cost	$	388		$	3,099		$	3,642
Interest cost on projected benefit obligation	2,424			3,031			3,055
Expected return on plan assets	(3,684		)	(3,645		)	(3,719		)
Loss (gain) on settlement	965			—			(239		)
Amortization of gains and losses	1,343			1,504			1,295
Net periodic pension cost	$	1,436		$	3,989		$	4,034

The Company recognized a settlement loss (gain) of $965 and $(239) in fiscal 2017 and 2015, respectively, for plans where benefits paid exceeded the sum of the service cost and interest cost components of net periodic pension cost during the year.

The changes in benefit obligations and the reconciliation of the funded status of the Company’s plans to the consolidated balance sheets were as follows:



	2017			2016
Changes in Benefit Obligation:
Benefit obligation at beginning of year	$	80,021		$	83,961
Service cost	388			3,099
Interest cost	2,424			3,031
Benefits paid	(549		)	(3,440		)
Curtailment	—			(17,904		)
Settlement	(4,487		)	—
Actuarial loss	(6,096		)	11,274
Benefit obligation at end of year	$	71,701		$	80,021

Changes in Plan Assets:
Fair value of plan assets at beginning of year	$	53,281		$	51,729
Actual return on plan assets	5,262			1,468
Employer contributions	3,000			3,524
Benefits paid	(549		)	(3,440		)
Settlements paid	(4,487		)	—
Fair value of plan assets at end of year	56,507			53,281

Funded status at end of year	$	15,194		$	26,740

Amounts recognized in the consolidated balance sheets:
Pension liabilities	15,194			26,740
Accumulated other comprehensive loss, net of income taxes	7,406			13,339

Amounts included in Accumulated other comprehensive loss (pre-tax):
Net actuarial loss	$	12,521		$	22,502

The Company expects approximately $570 of the net actuarial loss to be recognized as a component of net periodic benefit costs in fiscal 2018.

The accumulated benefit obligations of the four plans were $71,701 and $80,021 at July 29, 2017 and July 30, 2016, respectively. The following information is presented for those plans with an accumulated benefit obligation in excess of plan assets:



	2017		2016
Projected benefit obligation	$	70,019	$	80,021
Accumulated benefit obligation	70,019		80,021
Fair value of plan assets	54,557		53,281

Weighted average assumptions used to determine benefit obligations and net periodic pension cost for the Company’s defined benefit plans were as follows:



	2017		2016		2015
Assumed discount rate — net periodic pension cost	3.08	%	4.02	%	3.95	%
Assumed discount rate — benefit obligation	3.60	%	3.08	%	4.02	%
Assumed rate of increase in compensation levels	4 - 4.5	%	4 - 4.5	%	4 - 4.5	%
Expected rate of return on plan assets	7.50	%	7.50	%	7.50	%

Investments in the pension trusts are overseen by the trustees of the plans, who are officers of Village. The Company’s overall investment strategy is to maintain a broadly diversified portfolio of stocks, bonds and money market instruments that, along with periodic plan contributions, provide the necessary funds for ongoing benefit obligations. Expected rates of return on plan assets are developed by determining projected stock and bond returns and then applying these returns to the target asset allocations of the trusts, resulting in a weighted-average rate of return on plan assets. Equity returns were based primarily on historical returns of the S&P 500 Index. Fixed-income projected returns were based primarily on historical returns for the broad U.S. bond market. The target allocations for plan assets are 50-70% equity securities, 25-40% fixed income securities and 0-10% cash. Asset allocations are reviewed periodically and appropriate rebalancing is performed.

Equity securities include investments in large-cap, small-cap and mid-cap companies located both in and outside the United States. Fixed income securities include U.S. treasuries, mortgage-backed securities and corporate bonds of companies from diversified industries. Investments in securities are made both directly and through mutual funds. In addition, one plan held Class A common stock of Village in the amount of $636 and $770 at July 29, 2017 and July 30, 2016, respectively.

Risk management is accomplished through diversification across asset classes and fund strategies, multiple investment portfolios and investment guidelines. The plans do not allow for investments in derivative instruments.

The fair value of the pension assets were as follows:



	July 29, 2017						July 30, 2016
Asset Category	Level 1		Level 2		Total		Level 1		Level 2		Total
Cash	$	166	$	610	$	776	$	1,173	$	—	$	1,173

Equity securities:
Company stock	636		—		636		770		—		770
U.S large cap (1)	19,696		1,197		20,893		18,416		—		18,416
U.S. small/mid cap (2)	6,644		179		6,823		6,591		—		6,591
International (3)	7,187		421		7,608		6,752		—		6,752
Emerging markets (4)	1,277		—		1,277		1,219		—		1,219

Fixed income securities:
U.S treasuries (5)	9,520		356		9,876		10,560		—		10,560
Mortgage-backed (5)	1,783		106		1,889		—		1,918		1,918
Corporate bonds (5)	2,931		3,179		6,110		3,054		2,140		5,194
International (6)	619		—		619		688		—		688

Total	$	50,459	$	6,048	$	56,507	$	49,223	$	4,058	$	53,281


(1)	Includes directly owned securities and mutual funds, primarily low-cost equity index funds not actively managed that track the S&P 500.


(2)	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.


(3)	Includes directly owned securities and mutual funds, which invest in diversified portfolios of publicly traded common stocks of large, non-U.S. companies.


(4)	Consists of mutual and exchange traded funds which invest in non-U.S. stocks in emerging markets.


(5)	Includes directly owned securities, mutual funds and exchange traded funds.


(6)	Consists of exchange traded funds which invest in non-U.S. bonds in emerging markets.

Based on actuarial assumptions, estimated future defined benefit payments, which may be significantly impacted by participant elections related to retirement dates and forms of payment, are as follows:



Fiscal Year
2018	$	3,670
2019	2,530
2020	3,130
2021	3,101
2022	12,750
2023 - 2027	17,830

The Company expects to contribute $3,500 in cash to all defined benefit pension plans in fiscal 2018.

Multi-Employer Plans

The Company contributes to three multi-employer pension plans under collective bargaining agreements covering union-represented employees. These plans provide benefits to participants that are generally based on a fixed amount for each year of service. Based on the most recent information available, certain of these multi-employer plans are underfunded. The amount of any increase or decrease in Village’s required contributions to these multi-employer pension plans will depend upon the outcome of collective bargaining, actions taken by trustees who manage the plans, government regulations and the actual return on assets held in the plans, among other factors.

The risks of participating in multi-employer pension plans are different from the risks of participating in single-employer pension plans in the following respects:


•	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.

The Company’s participation in these plans is outlined in the following tables. The “EIN / Pension Plan Number” column provides the Employer Identification Number (“EIN”) and the three-digit pension plan number. The most recent “Pension Protection Act Zone Status” available in 2016 and 2015 is for the plan’s year-end at December 31, 2016 and December 31, 2015, respectively, unless otherwise noted. Among other factors, generally, plans in the red zone are less than 65 percent funded, plans in the yellow zone are between 65 and 80 percent funded and plans in the green zone are at least 80 percent funded. The “FIP/RP Status Pending / Implemented” column indicates plans for which a funding improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented.



		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	2016	2015	FIP/RP Status Pending / Implemented	July 29, 2017		July 30, 2016		July 25, 2015		Surcharge Imposed (6)	Expiration date of Collective- Bargaining Agreement
Pension Plan of Local 464A (1)	22-6051600-001	Green	Green	N/A	$	762	$	679	$	665	N/A	October 2020
UFCW Local 1262 & Employers Pension Fund (2), (4)	22-6074414-001	Red	Red	Implemented	3,498		3,510		3,501		No	October 2018
UFCW Regional Pension Plan (3), (4)	16-6062287-074	Red	Red	Implemented	1,314		1,275		1,235		No	March 2019
Total Contributions					$	5,574	$	5,464	$	5,401


(1)	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.


(2)	The information for this fund was obtained from the Form 5500 filed for the plan’s year-end at December 31, 2015 and December 31, 2014.


(3)	The information for this fund was obtained from the Form 5500 filed for the plan’s year-end at September 30, 2016 and September 30, 2015.


(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 29, 2017, the collective bargaining agreements under which the Company was making contributions were in compliance with rehabilitation plans adopted by each applicable pension fund.

Other Multi-Employer Benefit Plans

The Company also contributes to various other multi-employer benefit plans that provide health and welfare benefits to active and retired participants. Total contributions made by the Company to these other multi-employer benefit plans were approximately $28,137, $27,965 and $26,932 in fiscal 2017, 2016 and 2015, respectively.

Defined Contribution Plans

The Company sponsors a 401(k) savings plan for certain eligible associates. Company contributions under that plan, which are based on specified percentages of associate contributions, were $1,132, $641 and $392 in fiscal 2017, 2016 and 2015, respectively. The Company also contributes to union sponsored defined contribution plans for certain eligible associates. Company contributions under these plans were $783, $836 and $817 in fiscal 2017, 2016 and 2015, respectively.

NOTE 9 — COMMITMENTS and CONTINGENCIES

Superstorm Sandy devastated our area on October 29, 2012 and resulted in the closure of almost all of our stores for periods of time ranging from a few hours to eight days. Village disposed of substantial amounts of perishable product and also incurred repair, labor and other costs as a result of the storm. The Company has property, casualty and business interruption insurance, subject to deductibles and coverage limits. During fiscal 2013, Wakefern began the process of working with our insurers to recover the damages and Village recorded estimated insurance recoveries of $4,913. In October 2013, Wakefern, as the policy holder, filed suit against the carrier seeking payment of the remaining claims due for all Wakefern members. The suit was the result of different interpretations of policy terms, including whether the policy's named storm deductible applied. On October 29, 2014, the Court issued their opinion on the matter in favor of the carrier. Based on this decision and its related impact, the Company concluded that recovery of further proceeds was not probable and recorded a $2,270 charge to operating and administrative expense in the first quarter of fiscal 2015 to write-off the remaining insurance receivable. Wakefern continues to pursue further recovery of uncollected amounts from the carrier and other sources. As a result, the Company received an additional $940 in insurance proceeds in February 2016 which was recognized as a reduction in Operating and administrative expense in fiscal 2016. Any further proceeds recovered will be recognized as they are received. As of July 29, 2017, Village has collected $3,583.

Approximately 91% of our employees are covered by collective bargaining agreements. Contracts with the Company’s seven unions expire between July 2017 and July 2021. Approximately 6% of our associates are represented by unions whose contracts have already expired or expire within one year. Any work stoppages could have an adverse impact on our financial results.

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

Village Super Market, Inc.:

We have audited the accompanying consolidated balance sheets of Village Super Market, Inc. and subsidiaries as of July 29, 2017 and July 30, 2016, and the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for the years ended July 29, 2017, July 30, 2016 and July 25, 2015. We also have audited Village Super Market, Inc.’s internal control over financial reporting as of July 29, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Village Super Market, Inc.’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Village Super Market, Inc. and subsidiaries as of July 29, 2017 and July 30, 2016, and the results of their operations and their cash flows for the years ended July 29, 2017, July 30, 2016 and July 25, 2015, in conformity with U.S. generally accepted accounting principles. Also in our opinion, Village Super Market, Inc. maintained, in all material respects, effective internal control over financial reporting as of July 29, 2017, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).



	/s/ KPMG LLP
	Short Hills, New Jersey
	October 12, 2017

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

As required by Rule 13a-15 of the Exchange Act, the Company carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures at the end of the period covered by this report. This evaluation was carried out under the supervision, and with the participation, of the Company’s management, including the Company’s Chief Executive Officer along with the Company’s Chief Financial Officer. Based upon that evaluation, the Company’s Chief Executive Officer, along with the Company’s Chief Financial Officer, concluded that the Company’s disclosure controls and procedures are effective.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. With the participation of the Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control - Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management has concluded that the Company’s internal control over financial reporting was effective as of July 29, 2017.

The Company’s independent registered public accounting firm has audited the accompanying consolidated financial statements and the Company’s internal control over financial reporting, as stated in their report, which is included in Item 8 of this Form 10-K.



James Sumas	John L. Van Orden
Chairman of the Board and	Chief Financial Officer
Chief Executive Officer

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in internal controls over financial reporting during the fourth quarter of fiscal 2017 that have materially affected, or are reasonably likely to materially effect, the Company’s internal control over financial reporting.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item 10 is incorporated by reference from the Company's definitive Proxy Statement to be filed on or before October 30, 2017, in connection with its Annual Meeting scheduled to be held on December 15, 2017.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item 11 is incorporated by reference from the Company's definitive Proxy Statement to be filed on or before October 30, 2017, in connection with its Annual Meeting scheduled to be held on December 15, 2017.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information in the table below is as of July 29, 2017. All data relates to the Village Super Market, Inc. 2004, 2010 and 2016 Stock Plans as described in Item 8 of this Form 10-K.



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	375,888	$	27.91	1,245,413

Equity compensation plans not approved by security holders	—	—		—

Additional information required by this Item 12 is incorporated by reference from the Company's definitive Proxy Statement to be filed on or before October 30, 2017, in connection with its annual meeting scheduled to be held on December 15, 2017.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item 13 is incorporated by reference from the Company's definitive Proxy Statement to be filed on or before October 30, 2017, in connection with its annual meeting scheduled to be held on December 15, 2017.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this Item 14 is incorporated by reference from the Company’s definitive Proxy Statement to be filed on or before October 30, 2017, in connection with its annual meeting scheduled to be held on December 15, 2017.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES



(a)(1)	Financial Statements:
	Consolidated Balance Sheets –July 29, 2017 and July 30, 2016
	Consolidated Statements of Operations - years ended July 29, 2017, July 30, 2016 and July 25, 2015
	Consolidated Statements of Comprehensive Income - years ended July 29, 2017, July 30, 2016 and July 25, 2015
	Consolidated Statements of Shareholders' Equity – years ended July 29, 2017, July 30, 2016 and July 25, 2015
	Consolidated Statements of Cash Flows - years ended July 29, 2017, July 30, 2016 and July 25, 2015
	Notes to consolidated financial statements
	Report of Independent Registered Public Accounting Firm
(a)(2)	Financial Statement Schedules:
	All schedules are omitted because they are not applicable, or not required, or because the required information is included in the consolidated financial statements or the notes hereto.
(a)(3)	Exhibits
	3.1	Certificate of Incorporation
	3.2	By-laws*
	4.6	Loan Agreement dated September 16, 1999
	4.7	First Amendment to Loan Agreement*
	4.8	Second Amendment to Loan Agreement*
	10.1	Wakefern By-Laws*
	10.2	Stockholders Agreement dated February 20, 1992 between the Company and Wakefern Food Corp.
	10.7	Supplemental Executive Retirement Plan*
	10.8	2004 Stock Plan*
	10.9	2010 Stock Plan*
	10.10	2016 Stock Plan*
	10.11	42-Month Adjustable Rate Promissory Note*
	10.12	42-Month Adjustable Rate Promissory Note*
	10.13	60-Month Adjustable Rate Promissory Note*
	10.14	60-Month Adjustable Rate Promissory Note*
	10.15	60-Month Adjustable Rate Promissory Note
	10.16	60-Month Adjustable Rate Promissory Note
	10.17	60-Month Adjustable Rate Promissory Note
	14	Code of Ethics
	21	Subsidiaries of Registrant
	23	Consent of KPMG LLP
	31.1	Certification
	31.2	Certification
	32.1	Certification (furnished, not filed)
	32.2	Certification (furnished, not filed)
	101 INS	XBRL Instance Document*
	101 SCH	XBRL Schema Document*
	101 CAL	XBRL Calculation Linkbase Document*
	101 DEF	XBRL Definition Linkbase Document*
	101 LAB	XBRL Labels Linkbase Document*



	101 PRE	XBRL Presentation Linkbase Document*
		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:

	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-Q for January 2009: 4.8
	Form 10-K for 2004: 3.2, 4.7
	DEF 14A proxy statement filed October 25, 2004: 10.8
	Form 10-K for 1999: 4.6

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		VILLAGE SUPER MARKET, INC.

	By:	/s/ James Sumas	/s/ John Van Orden
		James Sumas	John Van Orden
		Chief Executive Officer and Chairman of the Board	Chief Financial Officer
		Chief Executive Officer and Chairman of the Board

Date: October 12, 2017

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on dates indicated:



	/s/ James Sumas	/s/ Stephen Rooney
	James Sumas, Director	Stephen Rooney, Director
	October 12, 2017	October 12, 2017

	/s/ Robert Sumas	/s/ William Sumas
	Robert Sumas, Director	William Sumas, Director
	October 12, 2017	October 12, 2017

	/s/ John P. Sumas	/s/ Peter Lavoy
	John P. Sumas, Director	Peter Lavoy, Director
	October 12, 2017	October 12, 2017

	/s/ David C. Judge	/s/ Steven Crystal
	David C. Judge, Director	Steven Crystal, Director
	October 12, 2017	October 12, 2017

	/s/ John J. Sumas	/s/ Nicholas J. Sumas
	John J. Sumas, Director	Nicholas J. Sumas, Director
	October 12, 2017	October 12, 2017

	/s/ Kevin Begley	/s/ John L. Van Orden
	Kevin Begley, Director	John L. Van Orden, Chief Financial Officer
	October 12, 2017	October 12, 2017

	/s/ Luigi Perri
	Luigi Perri, Controller (Principal Accounting Officer)
	October 12, 2017

                LOAN AGREEMENT
                  BETWEEN
          FIRST UNION NATIONAL BANK,
      a National Banking Association,

As "Lender"

AND

        VILLAGE SUPER MARKET, INC.,
        a New Jersey Corporation,

as "Borrower"


DATED:   September 16, 1999

Prepared By:Francis J. Quinn, Esq.
		Windels, Marx, Davies & Ives
		120 Albany Street Plaza
		New Brunswick, New Jersey  08901
		Telephone No. (732) 846-7600
		Telecopier No. (732) 846-8877



LOAN AGREEMENT

This Loan Agreement is made as of this 16th day of September, 1999,

BETWEEN:  FIRST UNION NATIONAL BANK,  a National Banking Association having an
office at 190 River Road, Mail Code NJ 3161, Summit, New Jersey 07901 (the
"Lender");

AND:      VILLAGE SUPER MARKET, INC. (the "Borrower"),  a New Jersey corporation
having its principal place of business at 733  Mountain Avenue, Springfield, New
Jersey 07081.

PURPOSE:  This Loan Agreement is intended to set the terms of certain revolving
credit loans involving the Lender and the Borrower.

In exchange of the mutual covenants in the Loan Documents and other good and
valuable consideration, receipt and sufficiency of which is hereby acknowledged,
the parties to this Loan Agreement hereby agree to the flowing terms, conditions
and provisions:

SECTION I - DEFINITIONS

Capitalized Terms.  The capitalized terms in this Loan Agreement shall be
defined as follows:

"Affiliate" of a Person means another Person who directly or indirectly
controls, is controlled by, or is under common control with such Person.

"Applicable Margin" means, with respect to any LIBOR Loan, the number of Basis
Points set forth below in the first column upon the Borrower obtaining and
maintaining the Ratio of EBITDAR to Interest Plus Rent set forth below in the
second column:

Applicable Margin            Ratio of EBITDAR to Interest Plus Rent

125 basis points             Equal to or greater than 2.75 to 1.00

150 basis points             Equal to or greater than 2.40 to 1.00,
                              but less than 2.75 to 1.00

175 basis points             Equal to or greater than 2.30 to 1.00,
                              but less than 2.40 to 1.00

Any increase or decrease in the Applicable Margin hereunder shall be effective
two (2) Banking Days after the Borrower has delivered to the Lender all of the
financial information for the prior Fiscal Quarter required hereunder.
Notwithstanding the foregoing, it is hereby acknowledged that the initial
Applicable Margin shall be 125 basis points and at all times during which there
exists a Default or Event of Default hereunder, the Applicable Margin shall be
175 basis points for LIBOR Loans.

"Banking Day" means any day excluding  Saturday, Sunday and any day that in the
State of New Jersey is a legal holiday or a day on which banking institutions
are authorized by law to close.

"Basis Point" means one one-hundredth (.01) of a percentage point.

"Borrower" means the "Borrower" named in the caption of this Loan Agreement and
its successors and assigns.

"Capital Expenditure" shall have the meaning attributable to such term under
GAAP.

"Capital Lease" means any lease with respect to which the obligation to pay rent
or other amounts constitutes Capitalized Lease Obligations.

"Capitalized Lease Obligations" means obligation to pay rent or other amounts
under a lease of (or other agreement conveying the right to use) real and/or
personal property which obligations are required to be classified and accounted
for as capital leases on a balance sheet in accordance with GAAP.

"Commitment" means, from and including the Date of Closing to but excluding the
Maturity Date, the $15,000,000.00 as such amount may be adjusted pursuant to
Section 2.3 or otherwise hereunder.

"Company" means any of Borrower and the Subsidiaries. "Companies" means Borrower
and all of the Subsidiaries.

"Date of Closing" means the date on which the conditions precedent set forth in
Section 4.1 have been fulfilled to the satisfaction of the Lender.

"Default" means any condition or event that, with notice or lapse of time, would
give rise to an Event of Default.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended
from time to time, and the regulations promulgated thereunder.

"Event of Default" means any event of default listed in Section VIII.

"Existing Credit Facility" means the credit facility made available to the
Borrower pursuant to that certain Revolving Credit and Term Loan Agreement dated
as of May 30, 1997 by and between the Borrower, the Lender (then known as
CoreStates Bank, N.A.), as a lender and the agent thereunder, and Summit Bank,
as a lender thereunder.

"Fiscal Year" means the fiscal year for each Company which is the 52 or 53 week
period ending on the last Saturday of the month of July of each calendar year.

"Fiscal Quarter" means the four fiscal quarters in each Fiscal Year of the
Borrower as adopted by the Borrower for reporting purposes with the Securities
and Exchange Commission ("SEC") or (if the Borrower is no longer a reporting
company with the SEC) as otherwise reasonably adopted by the Borrower in good
faith.

"GAAP" means generally accepted accounting principles, consistently applied.

"Garwood Facility" means the proposed supermarket to be constructed in Garwood,
New Jersey (bordering Westfield, New Jersey).

"Hazardous Substance(s)" means any pollutants and dangerous substances including
radon, and any "hazardous wastes" or "hazardous substances" as defined in the
Industrial Site Recovery Act (N.J.S.A. 13: 1 K-6 et seq.), the Spill
Compensation and Control Act (N.J.S.A. 58:10-23.11 et seq.), the Resource
Conservation and Recovery Act (42 U.S.C. 6901 et seq.), the Comprehensive
Environmental Responsibility Compensation and Liability Act (42 U.S.C. 9601 et
seq.) or any other state or federal environmental law or regulation.

"Interest Payment Date" means:

(a) as to any Prime Rate Loan, the first day of each month and
the applicable Maturity Date; or

(b)  as to any LIBOR Loan, the last day of each Interest Period; provided
however, that when the applicable Interest Period is more than one month
interest shall also be payable on the same day in each calendar month that the
Interest Period commenced (or the last day of the month if there is no
corresponding date in such month).

"Interest Period" means with respect to any LIBOR Loan:

(a) initially, the period commencing on the borrowing or conversion date, as
the case may be, with respect to such LIBOR Loan and ending one (1), two (2) or
three (3) months thereafter, as selected by the Borrower in its Notice of
Borrowing delivered pursuant to Section 2.7 hereof, or in its notice of
conversion delivered pursuant to Section 2.8 hereof, as the case may be, given
with respect thereto; and

(b) thereafter, each period commencing on the last day of the next preceding
Interest Period applicable to such LIBOR Loan and ending one (1), two (2) or
three (3) months thereafter, as selected by the Borrower in its notice of
continuance delivered pursuant to Section 2.8 hereof, with respect thereto;
provided that, all of the foregoing provisions relating to Interest Period shall
be subject to the following:

(a)  if any Interest Period pertaining to a LIBOR Loan would otherwise end on a
day that is not a LIBOR Banking Day, such Interest Period shall be extended to
the next succeeding LIBOR Banking Day unless the result of such extension would
be to carry such Interest Period into another calendar month in which event such
Interest Period shall end on the immediately preceding LIBOR Banking Day; and

(b) any Interest Period pertaining to a LIBOR Loan that begins on the last LIBOR
Banking Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period)
shall end on the last LIBOR Banking Day of a calendar month.

"InsuRite" means Insure-Rite Ltd., a captive insurance company owned by
Wakefern, the Borrower and various other entities.

"Lending Office" means the lending office of the Lender designated in the
caption of this Loan Agreement or such other office of the Lender as the
Lender may from time to time specify to the Borrower as the office at which its
Loan is to be maintained.

"Letter of Credit" is defined in Section 2.11(A).

"Liabilities" means, at any date, (i) the amount of all liabilities
and obligations that, in accordance with GAAP, should be classified as
liabilities as shown on the liability side of a consolidated balance sheet of
the Borrower at such date inclusive of all amounts for deferred taxes and (ii)
all guarantees and endorsements (including all indebtedness and liabilities
guaranteed, directly or indirectly in any manner by Borrower, including letters
of credit and standby letters of credit (except for the workman's compensation
letter of credit to the extent accrued as a liability on the Borrower's balance
sheet)).

"LIBOR Banking Day" means any Banking Day on which dealing in the London
interbank market may be carried on by commercial banks in London, England.

"LIBOR Loan" means any Loan that bears interest at a rate of interest based upon
the LIBOR Rate.

"LIBOR Rate" means, with respect to each day during each Interest Period
pertaining to a LIBOR Loan, the per annum rate (rounded to the next higher 1/100
of 1%) for deposits in United States dollars for a period equal to the relevant
Interest Period as reported on the Telerate Page 3750 as of 11:00 a.m. (London
time), on the day that is two (2) LIBOR Banking Days prior to the commencement
of such Interest Period (or if not so reported, then as determined by the Lender
from another recognized source for London interbank market quotations), adjusted
for reserves by dividing that rate by 1.00 minus the LIBOR Reserve.

"LIBOR Reserve" means the maximum percentage reserve requirements (rounded to
the next higher 1/100 of 1% and expressed as a decimal)
of the Lender (including, without limitation, basic, supplemental, marginal and
emergency reserves), in effect on any day during the relevant Interest Period
under Regulation D with respect to eurocurrency funding currently referred to as
"Eurocurrency liabilities" in Regulation D.

"Lien" means any mortgage, pledge, security interest, encumbrance, collateral
assignment, lien or charge of any kind (including any agreement to give any of
the foregoing), any conditional sale or other title retention agreement or any
lease in the nature thereof

"LIFO" means the LIFO provision for any period, computed in
accordance with GAAP.

"Loan" means each and every Revolving Credit Loan made by the Lender hereunder.
For purposes of this Loan Agreement, the continuation or conversion of a LIBOR
Loan or Prime Rate Loan shall not constitute the making of a new Loan.

"Loan Agreement" means this Loan Agreement.

"Loan Document(s)" means this Loan Agreement and all documents, notes,
assignments, certificates and agreements of any kind listed, described or
referenced on the Closing Memorandum annexed to this Loan Agreement as "Exhibit
A" or otherwise executed in connection with this Loan Agreement.

"Maturity Date" means September 16, 2002; subject, however, to extension as
provided in Section 3.6 hereof.

"Net Income" means net income (excluding (i)  any extraordinary items, (ii) an
amount not to exceed $2,000,000 related to a one-time charge associated with the
settlement of certain currently pending litigation involving the Garwood
Facility, (iii)  other non-cash gains, and (iv) other non-cash losses) for the
Companies calculated on a consolidated basis in accordance with GAAP.

"Note" means the Revolving Loan Note.

"Note Private Placement" means the private placement of the Borrower's notes as
contemplated in Section 4.1(C) hereof.

"Notice of Borrowing" means the notice of  borrowing as described in Section
2.7.

"Obligation(s)" means all debts, liabilities, duties and obligations owing by
any Company to the Lender, whether direct or indirect, now existing or in the
future created or acquired, contingent or non-contingent, due or to become due,
liquidated or unliquidated, including those arising under the Revolving Loan,
commitments of any kind by the Lender, or on behalf of any Company, all expenses
of the Lender to protect its interests under any Loan Documents, and all other
debts and obligations relating to, or arising under, this Loan Agreement or any
other Loan Document.

"Opinion Letter" means the opinion letter from the Borrower's counsel to the
Lender and its counsel in the form annexed as "Exhibit C" to this Loan
Agreement.

"Permitted Dispositions" means (a) sales or other forms of dispositions of
Properties of any of the Companies so long as the aggregate book value of such
Properties sold or disposed in any Fiscal Year does not exceed five percent (5%)
of the total assets of the Companies determined on a consolidated basis in
accordance with the definition of Tangible Net Worth for the Fiscal Year then
most recently ended and (b) any sale-leaseback transaction involving any of the
Companies' store facilities which are acquired subsequent to the Date of
Closing, in which such  Company sells or transfers said facility to a Person
(other than a Company) and, as part of the same transaction, a Company rents or
leases, or similarly acquires the right to possession or use of, such facility
for essentially the same purpose.

"Permitted Encumbrance(s)" means any of the following: (a) taxes, assessments
and other governmental charges not yet due and payable or that can be paid
without penalty, or that are currently being contested in good faith by
appropriate proceedings; provided, the Companies shall have set aside on their
books adequate reserves for any tax, assessment or other governmental charge so
being contested; (b) workmen's, repairmen's, warehousemen's and carriers' liens
and other similar Liens arising in the ordinary course of business for charges
not delinquent or that are currently being contested in good faith by
appropriate proceedings, provided, the Borrower shall have set aside on its
books adequate reserves for such Liens being contested; (c) easements, rights of
way, exceptions, encroachments, reservations, restrictions, conditions or
limitations that do not in the aggregate materially interfere with or impair the
intended use of any property or render title to any property unmarketable; (d)
rights reserved to, or vested in, any municipality or governmental or other
public authority that do not in the aggregate materially interfere with or
impair the intended operation or use of any property or render title to any
property unmarketable; (e) a purchase money mortgage in favor of Norman Sevell
on certain land in Westfield, New Jersey, in the outstanding principal amount of
$4,150,000; (f) Liens on or in shares of capital stock of Wakefern owned by
Borrower to secure Borrower's obligations to Wakefern to make capital
contributions to Wakefern and indebtedness owing to Wakefern with respect to the
purchase of inventory; (g) Liens listed on Exhibit 6 to the Principal's
Certificate and consented to by the Lender; (h) purchase money Liens (other than
Liens listed or described above) on Property directly acquired with the proceeds
of the Liabilities secured by said Lien so long as (x) the amount of any such
Liabilities does not exceed 100% of the fair market value of the Property so
encumbered and (y)  the aggregate amount of all such  Liabilities does not
exceed $2,000,000 at any time outstanding (exclusive of the Liabilities secured
by Liens permitted pursuant to clause (i) below;  (i) purchase money Liens for
equipment purchased under any Wakefern sponsored financing program so long as
the Lien only affects and attaches to the equipment so purchased; (j) Liens in
favor of Wakefern on deposits made with Wakefern;  (k) Liens in favor of the
Lender; and (l) leases listed on Exhibit 7 to the Principal's Certificate and
consented to by the Lender.

"Person(s)" means an individual, corporation, partnership, limited partnership,
limited liability company, joint venture, trust, joint stock company,
unincorporated organization, association, governmental agency or political
subdivision.

"Plan(s)" means each employee benefit plan maintained for employees of any
Company, as defined in Section 3(2) of the Employee Retirement Income Act of
1974, as amended.

"Prime Rate" means the per annum rate of interest established by Lender as its
reference rate in making loans, and does not reflect the rate of interest
charged to any particular borrower or class of borrowers.  The Borrower
acknowledges that the Prime Rate is not tied to any external index or rate of
interest and that the rate of interest charged hereunder shall change
automatically and immediately as of the date of any change in the Prime Rate
without notice to Borrower.

"Prime Rate Loan" means any Loan that bears interest at a rate of interest based
upon the Prime Rate.

"Principal's Certificate" means the principal's certificate of this date given
to the Lender by the president of Borrower.

"Privately Placed Notes" means the $30,000,000 Senior Unsecured Notes of the
Borrower issued in connection with the Note Private Placement.

"Property" means all property, rights and interests presently owned or in the
future created or acquired by any Company, whether tangible or intangible,
including realty, fixtures, goods, inventory, equipment, real property leases,
stock, instruments, chattel paper, bank accounts and equipment leases including
the stock of the Subsidiaries, and the proceeds and products of the foregoing.

"Ratio of EBITDAR to Interest Plus Rent" means, for the four (4) most recently
completed Fiscal Quarters preceding the date of determination, the sum of
earnings before interest, taxes, depreciation, amortization and Rent, excluding
(i) any extraordinary items, (ii)  an amount not to exceed $2,000,000 related
a one-time charge associated with the settlement of certain currently pending
litigation involving the Garwood Facility, (iii) other non-cash gains, and (iv)
other non-cash losses, divided by the sum of the aggregate amount of its
interest expense accruing with respect to any and all of its indebtedness plus
the aggregate amount of its Rent.

"Ratio of Funded Debt Plus 8* Rent to EBITDAR" means, as applied to any person
or entity, the sum of all indebtedness for borrowed money, including, without
limitation, Capitalized Lease Obligations, subordinated debt (including debt
subordinated to the Lender), and unreimbursed drawings under letters of credit,
or any other monetary obligation evidenced by a note, bond, debenture or other
agreement of that person or entity and excluding any obligations of the Borrower
to purchase stock of Wakefern, plus the product of eight (8) times the aggregate
amount of its Rent divided by the sum of earnings before interest, taxes,
depreciation, amortization and Rent, excluding (i)  any extraordinary items,
(ii) an amount not to exceed $2,000,000 related to a one-time charge associated
with the settlement of certain currently pending litigation involving the
Garwood Facility, (iii) other non-cash gains, and (iv) other non-cash losses.

"Regulation D" means Regulation D of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor to all or a
portion thereof establishing reserve requirements.

"Rent" means the minimum amount of rental and other obligations, determined on a
consolidated basis in accordance with GAAP, required to be paid during such
period by any of the Companies as lessee under all leases of real or personal
property (other than Capital Leases), excluding any amounts required to be paid
by the lessee (whether or not therein designated as rent or additional rent) (a)
which are on account of maintenance and repairs, insurance, taxes, assessments
and similar charges or (b) which are based on profits, revenues or sales
realized by the lessee from the leased property or otherwise based on the
performance of the lessee.

"Revolving Loan" means the loans described in Section II.

"Revolving Note" means the Revolving Note of this date from Borrower to the
order of the Lender, and any amendments or modifications thereof.  A copy of the
Revolving Note is annexed to this Loan Agreement as "Exhibit B."

"Section" means a section of this Loan Agreement.

"Subsidiaries" means  any other corporation or similar entity, a majority of the
stock or dispositive voting power of which is owned or possessed directly or
indirectly by the Borrower.

"Sumas Family" means (i) Perry Sumas, Robert Sumas, James Sumas, William Sumas,
and John Sumas, (ii) any spouse, heirs, legatees, or lineal descendants (to the
third degree of consanguinity) of the individuals listed in clause (i) above, or
(ii) trusts established primarily for the benefit of the individuals listed in
clauses (i) and (ii) above, so long as such any such trust has been established
in good-faith for legitimate estate planning  purposes.

"Tangible Net Worth" means (x) total "assets" less (y) total "liabilities," in
each case as would be shown on a consolidated balance sheet of the Companies
prepared in accordance with GAAP.  For purposes of this definition, there shall
be (a) excluded from the definition of "assets" all assets classified as
intangible in accordance with GAAP, including organizational expenses, patents,
trademarks, service marks, copyrights, goodwill, franchises, brand names,
covenants not to compete, research and development costs, treasury stock, and
monies due from principals and Affiliates and all unamortized debt discounts and
deferred charges, (b) deducted from "assets" reserves for LIFO, depreciation,
depletion, obsolescence and amortization and all other proper reserves that are
required to be maintained pursuant to the Loan Agreement or that, in accordance
with GAAP, should be established in connection with the business conducted by
the Companies and (c) "liabilities" shall include any debt subordinated in
writing to the Obligations on terms and conditions acceptable to the Lender.

"Telerate Page 3750" means the display designated as "Page 3750" on the Dow
Jones Telerate Service (or such other page as may replace that page on that
service for the purpose of displaying London interbank offered rates of major
banks.

"Term" means the duration of this Loan Agreement as set forth in Section 3.6.

"Termination Event" means a "reportable event" as defined in section 4043(b) of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the
filing of a notice to terminate under section 4041 of ERISA or any other event
or condition that might constitute grounds under section 4042 of ERISA for the
termination of, or for the appointment of a trustee to administer, any Plan.

"Traveler's Mortgage Debt" means that certain mortgage indebtedness owing to
Travelers Insurance Company and the Travelers Indemnity Company in an original
principal amount of $4,000,000 secured by a mortgage upon certain of the
Borrower's real property located in Egg Harbor, New Jersey

"Wakefern" means Wakefern Food Corp., a New Jersey corporation.

1.2 Interpretation.  Unless otherwise specified, the following rules of
construction shall apply to this Loan Agreement:

(A)   The term "any" shall be construed as if followed by the phrase "one or
more"; the term "including" shall be construed as if followed by the phrase
"without limitation"; and the term "days" shall be construed as if preceded by
the word "calendar," unless it is capitalized and is preceded by the word
"Banking".

(B)   Singular words include the plural and plural words include the singular.

(C)   Title headings and subheadings are for organizational purposes only and
neither add to, nor limit, the meaning of any provision.

(D) All accounting terms not specifically defined herein shall be construed
in accordance with GAAP and all financial data required to be delivered
hereunder shall be prepared in accordance with GAAP.

SECTION II - REVOLVING LOAN

Subject to the terms and conditions set forth in this Loan Agreement and the
full satisfaction of all requirements of the Lender and its counsel, including
delivery of all documents listed on Exhibit A, and the absence of any Default or
Event of Default, the Lender will, from time to time, make loans to the Borrower
in such amounts and under such terms as set forth below:

2.1	 Amount of Loans.	The aggregate amount of all loans and extensions of
credit at any time outstanding under the Revolving Loan shall not exceed FIFTEEN
MILLION AND 00/100 ($15,000,000) DOLLARS. The Borrower may request that
Revolving Loans be made in the form of a Prime Rate Loan or LIBOR Loan in
accordance with the procedures, and subject to the limitations, set forth in
this Loan Agreement. Until the Maturity Date, in the absence of any Default or
Event of Default, the Borrower may borrow, reborrow and repay the Revolving Loan
so long as the aggregate outstanding balance is never in excess of $15,000,000.

2.2 Loans In Excess of Maximum.  If, for any reason, the aggregate outstanding
balance of the Revolving Loan should at any time exceed FIFTEEN MILLION AND
00/100  ($15,000,000) DOLLARS, all sums advanced shall nonetheless constitute
indebtedness under this Loan Agreement and shall be due and payable upon demand.

2.3  Reduction in Commitment.  At any time, the Borrower, on ten (10) days'
advance written notice to the Lender, may reduce the Commitment under the
Revolving Loan set forth in Section 2.1 provided that (a) the reduction is in
increments of One Million and 00/100 ($1,000,000) Dollars, and (b) the reduction
does not reduce the Commitment to an amount less than the current principal
balance then outstanding hereunder. Any such notice of reduction shall be
irrevocable and permanent, and the Borrower shall have no right to increase the
Commitment under the Revolving Loan once reduced by the Borrower hereunder.

2.3 Principal Payment.  The Borrower shall not be required to make principal
payments prior to the Maturity Date except as required under Section 2.2 or if
there shall be an Event of Default. On the Maturity Date, the Borrower shall
repay the entire principal balance of the Revolving Loan outstanding as of the
Maturity Date together with all accrued interest and other sums then outstanding
under the Revolving Loan, which shall all then be due and payable in full.

2.4 Interest Payment.  Accrued interest on the daily principal balance is due
and payable on each Interest Payment Date. Any interest not paid when due, in
the Lender's discretion, and without limitation of any other right or remedy in
any Loan Document (including the right to charge a late fee or to raise the
interest rate after an Event of Default) may be added to the principal amount
outstanding under the Revolving Loan and accrue interest at the Prime Rate and
be payable upon demand.

2.5 Clean-up of Principal Balance.  The Borrower shall be required to repay
the aggregate principal balance of the Revolving Loan to a maximum of One
Hundred and 00/100 ($100.00) Dollars for thirty (30) consecutive days during
each period of twelve (12) months in which the Revolving Loan is available
hereunder.

2.7  Method of Borrowing.

(A) Notice of Borrowing.  To borrow or to select a type of loan under the
Revolving Loan, the Borrower shall deliver to the Lender (or transmit by
telecopier with the original to be mailed or delivered to the Lender on the same
day) by 11:00 a.m. of any Banking Day an irrevocable Notice of Borrowing signed
by an authorized signer of the Borrower as designated in the borrowing
resolutions substantially in the form of the annexed Exhibit D specifying each
of the following:

  (i) the proposed borrowing date for a Revolving Loan which, (a) in the case
of a Prime Rate Loan may be the same Banking Day or, (b) in the case of
a LIBOR Loan shall be a LIBOR Banking Day at least two (2) Banking Days
thereafter;

(ii)  the type of loan requested;

(iii) the amount of the proposed borrowing which, in the case of a Prime Rate
Loan shall be at least $500,000 and in multiples of $50,000 and in the  case of
a LIBOR Loan shall be in multiples of $1,000,000;

(iv) in the case of a LIBOR Loan, the duration of the Interest Period for each
borrowing (which Interest Period:  (a) shall be either one (1) month, two  (2)
months, or (3) three months; and (b) shall not extend beyond the Maturity Date)
and;

(v) instructions to the Lender as to the deposit or transmittal of the borrowed
funds.

Amounts drawn on the Revolving Loan on the effective date of the Loan Agreement
shall be deemed to be LIBOR Loans.

(B) Determination of Rate.  For any LIBOR Loan, two (2) LIBOR Banking Days
before the first day of the applicable Interest Period, the Lender shall
determine the applicable LIBOR Rate and advise Borrower of that rate by
telephone or telecopier. If by 11:30 a.m. of the day in which the Lender quotes
any rate the Borrower shall not have advised the Lender (by telephone with
immediate telecopier confirmation) whether Borrower wishes to receive the quoted
rate, then the Lender may, in its discretion, conclude that the Borrower has
rejected the quoted rate and chosen instead to receive a Prime Rate Loan in an
amount equal to the Loan requested in the applicable Notice of Borrowing. The
Lender's determination of any rate shall be conclusive, absent manifest error.

(C) Deduction for Amounts Due.  If any Revolving Loan is to be made on a day on
which Borrower is to repay any outstanding Loan, the Lender is authorized to
apply proceeds from the new Loan to make that payment and advance to Borrower
only the net amount of the new Loan after deducting the amount of the existing
Loan payment including principal and accrued interest that had been due.

2.8	Loan Selection.

(A) Revolving Loan. During the term of the Revolving Loan prior to 12:00 noon of
the Banking Day prior to the Maturity Date, by delivering a Notice of Borrowing
pursuant to Section 2.7, the Borrower may:  (1) convert any Prime Rate Loan to a
LIBOR Loan by giving the Lender the Notice of Borrowing two (2) LIBOR Banking
Days before the first day of the applicable Interest Period; (2) at the end of
any Interest Period, convert any LIBOR Loan to a Prime Rate Loan; and (3) at the
end of any Interest Period, convert any LIBOR Loan to a LIBOR Loan with a
different Interest Period. The Borrower must select either a LIBOR Rate or the
Prime Rate for the entire amount of any advance, but may simultaneously have
outstanding various types of Revolving Loans. The Borrower shall have no right
to select an Interest Period for a LIBOR Loan that would go beyond the Maturity
Date.

(B) Lender's Election of Rate.  If the Lender does not receive a timely  Notice
of Borrowing prior to the expiration of any Interest Period for a LIBOR Loan,
the Borrower shall be deemed to have elected to pay in full that LIBOR Loan at
the end of the Interest Period out of the proceeds of a new Prime Rate Loan.
That new Prime Rate Loan will be in a principal amount equal to the principal
amount and, if the Lender determines in its absolute discretion, accrued
interest of the LIBOR Loan that is being repaid and shall be deemed made
automatically and contemporaneously with the payment of that LIBOR Loan.

2.9 Use of Proceeds.  The proceeds of any advances under the Revolving Loan
will be used by the Borrower to fund general working capital and corporate
purposes of the Companies or for any other purpose (but not new store
construction).

2.10 Notes.  The Revolving Loan shall be evidenced by the Revolving Note, a
copy of which is annexed as Exhibit B.

2.11 Standby Letters of Credit.  The Lender, in its discretion, may issue or
process an application for a letter of credit or any other credit accommodation
on behalf of the Borrower. The letters of credit issued hereunder may be used to
secure obligations to the Borrower's insurers under the Borrower's worker's
compensation program or any other lawful purpose.  While there is no commitment
to issue any letters of credit hereunder, the aggregate principal amount of
letters of credit which may be issued by the Lender and outstanding hereunder
shall not exceed Three Million and 00/100  ($3,000,000) Dollars.  If any letters
of credit are issued, the following terms shall also apply:

(A) Any letters of credit issued by the Lender will be in the Lender's customary
form (individually a "Letter of Credit" and, collectively, the "Letters of
Credit") for the account of the Borrower. Letters of Credit may be issued at any
time and from time to time on or after the date hereof through the date which is
sixty (60) days before the Maturity Date, provided that the existing letter of
credit no. 516165 issued by New Jersey National Bank (predecessor to CoreStates,
in turn, the predecessor to the Lender) on the account of Borrower an original
face amount of $1,705,000 (with $1,000,000 currently available to be drawn)
shall be deemed to be a Letter of Credit under this Loan Agreement. The
aggregate amount outstanding at any time of all Letters of Credit shall not
exceed $3,000,000. The term of any Letter of Credit shall not exceed one year,
and each such Letter of Credit shall have an expiry which is not later than the
Maturity Date; provided, however, that any outstanding Letter of Credit with
provision for automatic renewal will continue to be renewed up to the Banking
Day prior to the Maturity Date as set forth under the terms of such Letter of
Credit and payment of fees, repayment terms and other provisions of such Letter
of Credit will continue to be governed by this Section 2.12 except the last
sentence of clause (G) below. No outstanding Letter of Credit, and no Letter of
Credit issued hereunder, shall be automatically renewed for any period beyond
five (5) years from the date of initial issuance.

(B) The Borrower shall notify the Lender at least ten (10) Banking Days in
advance by written notice of its request that the Lender issue a Letter of
Credit.  Each such notice shall be irrevocable and confirmed immediately by
delivery to the Lender of a Request for Letter of Credit in the Lender's
customary form, but without any accompanying terms and conditions which are
inconsistent with this Loan Agreement or the other Loan Documents.

(C) Each request for a Letter of Credit shall constitute a representation and
warranty by the Borrower that, except as contemplated by the Loan Documents: (i)
the representations and warranties set forth in Section V hereof remain accurate
as of the date of such request, and (ii) no Default or Event of Default exists
under this Loan Agreement or any other Loan Document.

(D) Each Letter of Credit outstanding shall reduce the amount available under
the Lender's Commitment in an amount equal to such Letter of Credit, and for the
purposes of Section 2.1 each such Letter of Credit shall be deemed to be a use
of the Lender's Commitment.

(E) Each payment by the Lender under a Letter of Credit shall be treated as a
loan (a "Letter of Credit Loan") and shall be payable one (1) Banking Day after
notice of such payment is given to Borrower, or, if earlier, on the Maturity
Date.  Each Letter of Credit Loan outstanding shall reduce the amount available
under the Lender's Commitment as under paragraph (D) above.

(F) Each Letter of Credit Loan shall bear interest on the outstanding principal
amount thereof, for each day from the date such Letter of Credit Loan is made
until the date payment is made in full, at a rate per annum equal to the Prime
Rate in effect from time to time.

(G) The obligation to repay each Letter of Credit Loan in full, together with
accrued interest thereon in accordance with  this Loan Agreement, shall be
absolute, unconditional and irrevocable, under all circumstances whatsoever, and
(without limiting the generality of the foregoing) shall not be affected by:

(i) the use which may be made of the Letter of Credit Loan or any acts or
omissions of the drawer in connection therewith;

(ii) the validity or genuineness of documents presented in connection with a
drawing, or of any endorsement thereon, even if such documents should in fact
prove to be in any or all respects invalid, fraudulent or forged, provided that
such documents appear on their face to comply with the terms of the Letter of
Credit;

(iii) any irregularity in the transaction with respect to which the Letter of
Credit is issued; or

(iv) the existence of any claim, set-off, defense or other right which the
Borrower might have against the Lender, or any other Person, whether in
connection with the Letter of Credit, the transaction contemplated by the Letter
of Credit, or any unrelated transaction.

If all conditions to borrowing Revolving Loans are satisfied, the Borrower shall
have the right to repay any Letter of Credit Loan with the proceeds of Revolving
Loans made on or prior to the maturity of the Letter of Credit Loan.

(H) The Borrower shall pay to the Lender a fee (the "Letter of Credit Fee") on
the undrawn portion of all Letters of Credit at a rate per annum equal to one
and one-quarter percent (1-1/4%) which shall be payable quarterly in advance on
the first Banking Day of each January, April, July and October to occur after
the date hereof.  The foregoing shall modify the fees payable in connection with
all outstanding Letters of Credit.

(I) The Borrower shall pay to the Lender with respect to each Letter of Credit
issued, the usual and customary administrative fees and other charges of the
Lender in connection with any Letter of Credit, including without limitation,
all charges for the issuance of Letters of Credit, the negotiation of any draft
paid pursuant to any Letter of Credit and any amendments or supplements thereto.

(J) At Closing, the Borrower shall supply to the Lender a list of all
outstanding Letters of Credit issued by any financial institution.

2.12 Termination.  The provisions of this Loan Agreement that provide for the
making of advances under the Revolving Loan shall expire automatically on 12:00
noon on the Banking Day before the Maturity Date and may be terminated by the
Lender at any time after the occurrence of any Default or Event of Default
(unless subsequently cured to the satisfaction of the Lender prior to
termination) and shall be terminated  automatically upon the occurrence of any
Event of Default described in Section 8.12.

2.13 Interest Rates For Revolving Loan.  The Borrower agrees to pay interest on
the unpaid portion of Revolving Loans as follows:

(A) for Prime Rate Loans at a fluctuating rate equal to the Prime Rate in effect
from time to time; and

(B) for each LIBOR Loan at a fixed rate equal to the sum of the LIBOR Rate for
that Loan plus the Applicable Margin.

2.14 Calculation of Interest.  Interest shall be calculated on a 360-day year
based on the number of days elapsed. After the last day of each Interest Period
for any Loan the Lender shall endeavor to mail to the Borrower a statement of
that Loan as of the last day of the Interest Period. That statement will be
deemed to be correct unless the Borrower has delivered to the Lender specific
written objections within thirty (30) days of the Borrower's receipt.

2.15 Increased Cost.   If at any time or from time to time any change occurring
after the date hereof in any requirement of law, regulation, order, decree,
treaty or directive or the interpretation or application thereof by governmental
authority or compliance by the Lender with any request or directive (whether or
not having the force of law) occurring after the date hereof from any central
bank or monetary authority or other Governmental authority:

(A) does or shall subject the Lender to any tax of any kind whatsoever with
respect to this Loan Agreement or any LIBOR Loan, or change the basis of
taxation of payments to the Lender of principal, interest or others amount
payable hereunder (except for changes in the rate or method of tax on the
overall net income of the Lender in any jurisdiction); or

(B) does or shall impose, modify or hold applicable any reserve, special
deposit, compulsory loan or similar requirement against assets held by, or
deposits or other liabilities in or for the account of, advances or loans by, or
other credit extended by, or any other acquisition of funds by, any office of
the Lender which are not otherwise included in the determination of the LIBOR
Rate hereunder; or

(C) does or shall impose on the Lender any other condition regarding this Loan
Agreement or the Loans; and the result of any of the foregoing is to increase
the cost to the Lender of making, renewing, converting or maintaining advances
or extensions of credit as LIBOR Loans, or to reduce any amount receivable in
respect of such LIBOR Loans, then, in any such case, the Lender will promptly
notify the Borrower of the change and of the estimated amount of such cost
increase or reduction in amount and Borrower shall promptly pay to the Lender
upon their demand, such additional amount which will compensate the Lender for
such additional cost or reduced amount receivable as the Lender deems to be
material as determined by the Lender.  If the Borrower becomes so obligated, at
Borrower's option and upon two (2) LIBOR Banking Days, prior notice by telephone
or telegraph (to be confirmed promptly in writing) given by the Borrower to the
Lender, the Borrower may (in lieu of paying such additional amounts as
aforesaid): (i) terminate the obligation of the Lender to make or maintain LIBOR
Loans and/or (ii) convert all LIBOR Loans then outstanding to any other type of
Revolving Loan, as the case may be, by prepayment and reborrowing in the manner
specified in this Loan Agreement. If any such conversion of a LIBOR Loan is made
on a day which is not the last day of an applicable Interest Period, the
Borrower shall pay to the Lender upon request such amount or amounts as may be
necessary to compensate the Lender for any loss or expense sustained or incurred
by the Lender in respect of the prepayment of such LIBOR Loan as a result of
such conversion. If the Lender  becomes entitled to claim any additional amounts
pursuant to this Section, it shall promptly notify Borrower thereof.  A
certificate as to any additional amounts payable pursuant to the foregoing
submitted by an officer of the Lender to the Borrower shall be conclusive in the
absence of manifest error.

2.16  [INTENTIONALLY DELETED].

2.16 Basis for Determining InterBank Rate Inadequate or Unfair.  If with respect
to any Interest Period:

(A) the Lender determines that deposits in dollars in the applicable amounts are
not being offered to the Lender in the London market for such Interest Period,
or

(B) the Lender determines that the applicable LIBOR Rate will not adequately and
fairly reflect the cost to the Lender of maintaining or funding a LIBOR Loan for
such Interest Period, then, the Lender shall promptly notify Borrower and, until
the Lender determines that the circumstances giving rise to such suspension no
longer exist, the Lender's obligation to make future LIBOR Loans shall be
suspended.

Funding Assumptions.  The amounts payable pursuant to Sections 2.15, 2.17 and
3.5 hereof shall be determined based on the assumption that the Lender
funded the entire amount of the relevant LIBOR Loan through matching funding
obtained in the London interbank market; provided, however, that the Lender may
fund each LIBOR Loan in any manner it sees fit, and the foregoing assumption
shall be utilized only for the calculation of amounts payable under the Sections
identified above.

SECTION III - PAYMENTS, PROCEEDS AND TERM

3.1 Manner of Payment. All payments shall be delivered to the Lender in
immediately available funds when due.

3.2 Payment on Non-Banking Days.  Any payment that is due on a day other than a
Banking Day may be made on the next succeeding Banking Day together with
interest for each such additional day after the original due date.

3.3 Late Payments.  If any payment of principal, interest or fees payable
hereunder or under the Note  is not received within fifteen (15) days from the
date that payment is due, the Lender may charge a "late charge" equal to five
cents ($.05) of each dollar of such delinquent payment for the purpose of
defraying the expense incident to handling that delinquent payment. This late
charge can be imposed on each late payment. This late charge shall be in
addition to, and not in lieu of, any other right or remedy the Lender may have
as a result of a late payment.

3.4 Prepayments.  At any time after receipt of the prior written notice to the
Lender specified below, any Loan being made pursuant to this Loan Agreement may
be prepaid, in whole, or in part without penalty in multiples of ONE HUNDRED
THOUSAND and 00/100 DOLLARS ($100,000), provided, however, that no LIBOR Loan
may be prepaid except at the end of the applicable Interest Period and accrued
interest on the amount being prepaid plus any applicable fees as set forth in
Section 3.5 below shall simultaneously be paid. The notice required pursuant to
the immediately preceding sentence must be received by the Lender no later than
(i) 11:30 a.m. on the proposed prepayment date in that case of a prepayment of
the Prime Rate Loan and (ii) 11:30 a.m. on the LIBOR Banking Day that is at
least two (2) LIBOR Banking Days prior to the proposed prepayment date.
Prepayments shall be applied first to any expenses outstanding under any Loan
Document, then to any fees due hereunder, then to interest and then to
principal.

3.5 Funding Losses.  The Borrower shall compensate the Lender, upon its written
request  (which request shall set forth the basis for requesting such
compensation), for all reasonable losses, expenses and liabilities, including,
without limitation, any loss, expense or liability incurred by reason of the
liquidation or reemployment of deposits or other funds required to fund any
LIBOR Loan (all such losses "Funding Losses") which the Lender may sustain: (i)
if for any reason an advance of, or conversion from or into, a LIBOR Loan does
not occur on a date specified therefor in a Notice of Borrowing or notice of
conversion given pursuant to Sections 2.7 or 2.8; (ii) if any repayment
(including any prepayment made pursuant to Section 3.4) or conversion of any of
its LIBOR Loans occurs on a date which is not the last day of an Interest Period
with respect thereto; or (iii) as a consequence of any other default by the
Borrower to repay its Loans when required by the terms of this Loan Agreement or
any Note held by the Lender.

3.6 Term.  The Term of this Loan Agreement shall commence as of the Date of
Closing and, subject to the provisions hereof, shall expire at midnight on the
Maturity Date.  The Maturity Date, and therefore the Term of this Agreement, may
be extended for additional one (1) year periods as of the first and second
anniversaries of the Date of Closing upon the written request of the Borrower to
the Lender made at least two (2) months prior (but not more than three (3)
months prior to said anniversary date).  Such notice shall be accompanied (i) by
a certificate from the Chief Financial Officer of the Borrower stating that no
Default or Event of Default has occurred and is then continuing and the
representations and warranties contained herein and in the other Loan Documents
are true and correct in all material respects on such date and (ii) three year
financial projections in GAAP format.  The Lender shall not be obligated to
grant any such extension, it being acknowledged that the Lender may or may not
grant any such extension in its sole and absolute discretion, however, the
Lender agrees to reply to any such request within thirty days  after receipt of
a request therefor in accordance with this Section 3.6.

3.7 Interest Limits.  If the fulfillment of any provision in any Loan Document
relating to the rate of interest is prohibited by, or in violation of, any
applicable law in effect at the time payment is due, the interest rate shall be
automatically reduced to the maximum rate then permitted by law. If for any
reason the Lender should receive as interest an amount that would exceed the
highest applicable lawful rate of interest, that amount in excess of the lawful
rate will be deemed to have been credited against principal and not against
interest. This provision shall control every other provision in any Loan
Document that is applicable to the calculation of interest.

3.8 Borrowings.  The Borrower shall give the Lender notice of each borrowing to
be made hereunder after the Date of Closing by (i) 11:00 am. of the date of such
borrowing, if a Prime Rate Loan, or (ii) by 11:00 am. two (2) LIBOR Banking Days
before the date of such borrowing, if a LIBOR Loan, all as further provided in
Section 2.7.

3.9 Certain Notices.  Notices by the Borrower to the Lender of each borrowing
and each prepayment shall be irrevocable and shall be effective only if received
by the Lender not later than 11:00 a.m. New York City time.

3.10 Facility Fees.  A commitment fee shall accrue on the daily average amount
of the Commitment for the period from and including the Date of Closing to the
earliest of the date the Commitment is terminated by the Borrower or the Lender,
as the case may be, in accordance with the terms hereof or the Maturity Date at
a rate per annum equal to twenty-five (25) Basis Points calculated on the basis
of a 360 day year for the actual number of days elapsed. The accrued commitment
fee shall be due and payable in arrears on the first day of each calendar
quarter, commencing on the first day of the first calendar quarter after the
Date of Closing and on the Maturity Date.

3.11 Fees.  In consideration of credit underwriting services rendered by the
Lender and the  negotiation and preparation of the Commitment and the Loan
Documents evidencing said Commitment, on or before the Date of Closing, the
Borrower shall pay to the Lender, a credit underwriting fee in the amount of
$25,000.  On or before the Date of Closing and from time to time thereafter, the
Borrower shall also pay or reimburse the Lender for all of its counsel fees and
other reasonable out-of-pocket expenses related to this transaction and any
subsequent waivers, modifications or amendments.

3.12 Payment Generally.  All payments under this Loan Agreement or the Note or
fees shall be made by the Borrower in United States Dollars in immediately
available funds not later than 2:00 p.m. New York City time on the date on which
such payment shall become due (each such payment made after such time on such
due date to be deemed to have been made on the next succeeding Banking Day) at
the Lending Office provided, that, when a new Loan is to be made by the Lender
on a date the Borrower is to repay any principal of an outstanding Loan, the
Lender shall apply the proceeds thereof to the payment of the principal to be
repaid and only an amount equal to the difference between the principal to be
borrowed and the principal to be repaid shall be made available by the Lender to
the Borrower as provided in Section 2.7. The Borrower shall, at the time of
making each payment under this Loan Agreement or any Note, specify to the Lender
the principal or other amount payable by the Borrower under this Loan Agreement
or the Note to which such payment is to be applied, and in the event that it
fails to so specify, or if a Default or Event of Default has occurred and is
continuing, the Lender may apply such payment as it may elect in its sole
discretion. If the due date of any payment under this Loan Agreement or the Note
would otherwise fall on a day which is not a Banking Day, such date shall be
extended to the next succeeding Banking Day and interest shall by payable for
any principal so extended for the period of such extension.

3.13 Debiting of Account.  If so requested by the Lender, the Borrower shall
maintain a demand deposit account (a DDA Account) with the Lender, and the
Lender may, and the Borrower hereby authorizes the Lender to, debit any such DDA
Account or such other account maintained by the Borrower with the Lender for the
amount of any payment, as and when such payment becomes due hereunder, whether
such payment is for accrued interest, principal or expense, even if debiting any
such account results in a loss or reduction of interest to the Borrower or the
imposition of a penalty applicable to the early withdrawal of time deposits.
Such authorization shall not affect the Borrower's obligation to pay when due
all amounts payable hereunder, whether or not there are sufficient funds in any
accounts of the Borrower.  The foregoing rights of the Lender to debit the
Borrower's accounts shall be in addition to, and not in limitation of, any
rights of set-off which the Lender may have hereunder or under any other Loan
Document.

SECTION IV - CONDITIONS PRECEDENT

4.1 Requirements for Initial Advance.  The obligation of the Lender to make the
initial advances under this Loan Agreement requested on the Date of Closing is
subject to the satisfaction of all of the following conditions precedent:

(A) Loan Documents.  The following Loan Documents, each duly executed and
delivered by the parties thereto:

(i) this Loan Agreement;

(ii) the Note;

(iii) an incumbency certificate executed by an appropriate officer of the
Borrower certifying, as of the Date of Closing, the names, titles and true
signatures of the officers certified to execute the Loan Documents, and the
names, titles and true signatures of such officers of the Borrower authorized to
deliver Notices of Borrowing and letter of credit requests on behalf of the
Borrower;

(iv) a favorable New Jersey law opinion of  counsel to the Borrower (which may
be rendered by Frank Sauro, Esq. Borrower's in-house general counsel) ,
addressed to the Lender, to the effect that the Loan Documents have been duly
authorized and executed and are enforceable against the Borrower in accordance
with their respective terms, and as to such other matters reasonably requested
by the Lender;

(v) a secretary's certificate for the Borrower, to which are attached certified
copies of: (a) the articles of incorporation of the Borrower and all amendments
thereto, certified by an appropriate corporate officer, (b) the By-Laws of the
Borrower and all amendments thereto, and (c) appropriate resolutions and
shareholder consents authorizing the transactions herein contemplated;

(v) a certificate from the chief financial officer of the Borrower dated the
Date of Closing to the effect that as of such date: (a) no Default or Event of
Default  has occurred or is continuing, (b) since April 29, 1999, there has been
no material adverse change in the business, financial condition or operations of
the Borrower, and (c) each of the representations and warranties of the Borrower
contained in this Loan Agreement are true in all material respects;

(vi) good standing certificate issued by the appropriate official of the state
in which the Borrower is incorporated; and such good standing certificates
issued by the appropriate official of each of the states in which the Borrower
is qualified as a foreign corporation as the Lender shall require;

(vii) certificates of insurance evidencing the existence and full force and
effect of the insurance described in Section 6.2 hereof;

(viii) the certificate of merger, agreement of merger, and such other
documentation as the Lender may reasonably request pertaining to the merger of
Village Liquor Shop with and into the Borrower, with the Borrower as the
surviving entity; and

(ix) such other documents as the Lender may reasonably require, including
without limitation, other agreements, instruments, or indentures to which any
obligor is a party, including, without limitation, financing statements, proofs,
opinions, guaranties and other written assurances.

(B) Fees and Expenses.  The Borrower shall have paid (or otherwise satisfied to
the satisfaction of the Lender) all fees hereunder that are expenses due and
payable on or prior to the Date of Closing, including, without limitation, the
fees specified in Section 3.11 and fees and expenses incurred by the Lender's
counsel related to the preparation, negotiation, and closing of the transaction
contemplated herein that have been requested pursuant to invoices submitted to
the Borrower on or prior to the Date of Closing.

(C) Private Placement Transaction.  On or before the Date of Closing, the
Borrower shall have consummated the private placement transaction described in a
Confidential Private Offering Memorandum dated July, 1999 (the "Note Private
Placement") and, in connection therewith, the Borrower shall have furnished to
the Lender evidence of the application of the proceeds of the sale of the
Privately Placed Notes so issued to the satisfaction of the following
Liabilities and the release of any Liens securing the same: (i) all of
Borrower's indebtedness and liabilities arising under the Existing Credit
Facility pursuant to a certain pay-off letter issued by the Lender in its
capacity as agent thereunder and acknowledged by the Borrower and Summit Bank;
and (ii) all of  Borrower indebtedness and liabilities arising under or in
connection with the Traveler's Mortgage Debt in accordance with a certain pay-
off letter obtained by the Borrower on or prior to the Date of Closing.

4.2 Requirements for Any Advance and Issuance of Letter of Credit.  The
obligation of the Lender to make any Revolving Credit Loan and the obligation of
the Lender to issue any Letter of Credit, in each case subsequent to the Date of
Closing, is subject to satisfaction of the following conditions:

(A) the representations and warranties contained in Section V hereof are true
and correct on and as of the date of funding of each such Loan or date of
issuance of such Letter of Credit, as the case may be;

(B) no Default or Event of Default has occurred and is continuing;

(C) there has been no material adverse change in the Borrower's condition,
financial or otherwise, since the date of this Loan Agreement; and

(D) all of the Loan Documents remain in full force and effect.


SECTION V - REPRESENTATIONS AND WARRANTIES

As of the Date of Closing, as of the time of each advance under the Revolving
Loan, and as of the date of issuance of any Letter of Credit hereunder, the
Borrower represents, and warrants to the Lender and agrees as follows:

5.1 Organization and Authority.  Each Company is a duly organized and validly
existing corporation that is in good standing under the laws of the State of New
Jersey and is duly qualified and in good standing in each state in which its
property or business subjects it to qualification requirements as a foreign
corporation. Each Company (A) is duly qualified and registered to transact
business in each jurisdiction in which its properties or business make
qualification or registration necessary, and (B) has full power, authority,
franchises, licenses and right to enter into and perform each of the Loan
Documents to which it is a party and to carry on its business as now being
conducted.

5.2 Binding Effect.  Each Loan Document constitutes a legal, valid and binding
obligation of the Companies which are parties thereto, enforceable in accordance
with their terms.

5.3 No Conflicting Agreements or Laws.  Neither the execution nor the delivery
of any Loan Document, nor the consummation of the transactions contemplated
thereby, nor the fulfillment of, compliance with or performance of the terms and
conditions therein, is prevented or limited by, conflicts with or will result in
the breach or violation of, or a default under the terms or conditions of (A)
any certificate of incorporation, charter or other agreement to which the
Borrower is bound, or (B) any law, order of any court or administrative agency
or any rule or regulation applicable to the Borrower. The Borrower is not, or by
Borrower's execution, delivery or performance of any Loan Document will not be,
in default under, or in violation of, any of its obligations under any agreement
or undertaking to which the Borrower is a party or by which the Borrower is
bound.

5.4 No Conflicting Litigation.  There is no action or proceeding pending or
threatened against the Borrower or involving any assets of, or ownership in, the
Borrower before any court, administrative agency or governmental authority that
might (A) adversely affect the Borrower's ability to authorize or perform any
Obligations, (B) involve the possibility of any judgment or liability that would
result in any material adverse change in the Borrower's business, properties or
assets, (C) adversely affect the enforceability of any Loan Document, or (D)
involve possible or threatened claims totaling in excess of $500,000, except for
any litigation that has been accurately and completely described on Exhibit 2
annexed to the Principal's Certificate.

5.5 Ownership of Subsidiaries.  Village Liquor Shop has been merged into the
Borrower, with the Borrower as the surviving entity, therefore, the Borrower
does not directly or indirectly own or control any Subsidiaries, other than such
subsidiaries which may be created or acquired subsequent to the Date of Closing
in accordance with Section 7.4(f) hereof.

5.6 Liens Against Property.  The Borrower has good and marketable title to all
of the Property. All Property is now free and clear of Liens, except for any
Permitted Encumbrances, and there are no judgments of record in any other state
where any Property may be located against any name used within the past twenty
(20) years by any Company or by any Company's predecessor in interest.

5.7 Location of Property and Offices.  The chief executive offices and primary
business records of the Borrower are at all times maintained, and for the past
four (4) months have at all times been maintained, at the principal place of
business of the Borrower set forth in the caption of this Loan Agreement. All
Property and other business records of the Companies are, and will be, at the
locations set forth on Exhibit 1 annexed to the Principal's Certificate, except
for new stores and offices that may be opened only after notice to the Lender of
each such location.

5.8 Financial Information and Condition.  The consolidated audited financial
statement of the Borrower dated July 25, 1998 and delivered to the Lender truly
sets forth its financial condition and the results of operations as of that date
and there has been no material adverse change since then. All other statements,
representations and warranties made by the Borrower to the Lender have been, and
as of the Date of Closing are, accurate and complete and no information has been
omitted that would make any of them misleading or incomplete. Immediately prior
to, and after the making of each loan described in this Loan Agreement, the
Lender was not and will not be, (A) "insolvent" as that term is defined in
N.J.S.A. 25:2-23 (or any successor statute governing fraudulent transfers) or in
11 U.S.C.A. 101(3 1) or (B) left with "unreasonably small capital" or "debts
beyond the debtor's ability to pay as such debts become due", as those phrases
are construed under 11 U.S.C.A. 548 (a)(2)(B) or any other applicable statute
governing "fraudulent transfers".

5.9 Environmental Matters.   Except as set forth in Exhibit 3  to the
Principal's Certificate, no Company has generated, stored, treated, discharged,
handled, refined, spilled, released or disposed of any Hazardous Substances in
violation of any applicable law or regulation. No Company has received any
notice, or is on notice of, any claim, investigation, litigation or
administrative proceeding, actual or threatened, or any order, writ or judgment
that relates to any discharge, spill, handling, refining, release, emission,
leaching or disposal of pollutants of any kind including any Hazardous
Substances by, or on property owned or leased by, any Company.  The Standard
Industrial Classification code numbers relating to any activities any Company,
are also set forth on that Exhibit 3. In connection with any acquisition, sale,
closing, transfer, change in control or merger of Borrower or any Company since
December 31, 1983 or any Property now or previously owned or leased by them that
was subject to New Jersey law, the New Jersey Industrial Site Recovery Act
(N.J.S.A. 13: 1 K-6 et seq.) ("ISRA"), including any predecessor statute (such
as the Environmental Clean-Up Responsibility Act) was complied with by
submitting a "Negative Declaration" as that term is defined in N.J.A.C. 7:1-3.3
or by completing a "Clean-up Plan" as that term is defined in N.J.A.C. 7:1-3.3,
which Negative Declaration or Clean-up Plan has been approved, without condition
or reservation, by the New Jersey Department of Environmental Protection and
Energy.

5.10 Taxes.  Each Company has filed all tax returns and reports required to be
filed and has paid all taxes that are due and owing (including penalties,
deficiency assessments and interest) other than those that are being diligently
and in good faith disputed and the asserted liability for which is shown as a
reserve on the financial statements delivered to the Lender in accordance with
GAAP.  All such returns and reports are accurate and complete in all respects.

5.11 Name and History.  During the past twenty (20) years, no Company has (A)
had, used or operated under any other name or trade name, (B) acquired any other
organization or entity or a substantial portion of the assets of any other
organization or entity, (C) merged, or been merged into, any other organization
or entity or (D) controlled, directly or indirectly, any non-individual Person,
except as set forth on Exhibit 4 annexed to the Principal's Certificate.

5.12 Controlling Interests.  The names and respective interests and offices of
all Persons who directly or indirectly own or control Ten Percent (10%) or more
of any class of stock of the Borrower are set forth on Exhibit 5 annexed to the
Principal's Certificate. The Sumas Family holds a sufficient number of shares of
all classes of stock of Borrower to cast at least 51% of the votes that may be
cast in any election.

5.13 ERISA.  There has not occurred, and there are no circumstances that, with
the lapse of time or giving of notice, may lead to the occurrence of, a
Termination Event under any Plan. No Company, nor any Plan maintained by any
Company (nor any related trust) has incurred any accumulated funding deficiency.
Except as disclosed on Exhibit 2 to the Principal's Certificate, no event or set
of circumstances has occurred under which any Company could be subject to any
liability (including but not limited to liability under Sections 4201 and 4242
of ERISA) with respect to a "multi-employer plan" (as defined in Section 3(37)
of ERISA) to which it contributes other than for contributions made in the
ordinary course of business, none of which are overdue. No representation or
warranty is made by Borrower with respect to payments or contributions due after
the date hereof by participants in any "Multi-employer plan" other than Borrower
and its affiliates.

5.14 Margin Stock.   No Company is involved, as one of its important
activities, in the business of extending credit for the acquisition of any
"margin stock" (within the meaning of Regulation U issued by the Board of
Governors of the Federal Reserve System of the United States) and no proceeds of
any Loans under this Loan Agreement will be used to purchase, or to extend
credit to others so that they may purchase, any such margin stock.

5.15 Compliance with Loan Documents.  Each Company is in full compliance with
all terms and conditions of all Loan Documents.

5.16 No Claims or Offsets.  The aggregate principal amount of indebtedness due
to the Lender as of the date hereof is as stated in the Note. The Borrower
acknowledges and agrees that such indebtedness is unconditionally due to the
Lender, and that as of the date hereof has no claims against the Lender nor any
counterclaims, defenses or offsets to the Borrower's obligations under the Note
or the other Loan Documents of any nature whatsoever.

5.17 Compliance with Laws.  To the best of its knowledge, each Company, in the
conduct of its business, is in compliance with all laws, regulations and orders,
the failure to comply with which would have a material adverse effect on the
business of such Company.

5.18 Wakefern.  The Borrower is a member in good standing of the Wakefern
cooperative. The Borrower has duly performed all of its duties and obligations
as a member of the Wakefem cooperative and has the right to use the "Shop-Rite"
name and trademark. No claim is pending or, to the best of the Borrower's
knowledge, threatened asserting any breach of any such duties or obligations or
seeking to limit or curtail the Borrower's right to use such name or trademark.

5.19 Accuracy of Statements.  All statements, representations and warranties
made by the Borrower in this Loan Agreement and in the Loan Documents are
correct and complete and no information has been omitted therefrom which would
make any of them misleading or incomplete.

5.20 Survival.  All representations and warranties in any Loan Document shall
survive both the closing of any Loans and any independent investigation by the
Lender.

SECTION VI - AFFIRMATIVE COVENANTS

The Borrower agrees to observe and perform its duties and covenants under each
Loan Document and Obligation and, in addition, to do all of the following, and
to cause the Subsidiaries to remain in compliance with the following:

6.1 Protection of Property.  Protect the value of, and any Company's interest
in, the Property including (A) maintaining the Property in good condition and
repair and preserving it against loss, damage, contamination, pollution and
depreciation in value, other than by normal wear and tear; and (B) defending
against all claims and demands of any Person claiming title to or a Lien against
or security interest or any interest adverse to the Lender in, any Property,
except for Liens that are Permitted Encumbrances.

6.2 Insurance.  Maintain insurance as follows:

(A) property insurance written in the broadest "all risk" form
available on a replacement cost basis and covering all tangible Property. That
insurance shall be in amounts at all times at least equal to the full insurable
value of such Property, but in no event shall the insurance be less than the sum
of the Obligations nor shall it be less than $15,000,000 per location and
$75,000,000 in the aggregate; and

(B) public liability insurance in the name of Borrower, with comprehensive
general liability coverage of not less than $175,000,000, and including a
contractual liability endorsement, in the amounts of $2,000,000 for the death or
bodily injury to one person, $5,000,000 for the death or bodily injury in any
one accident or occurrence and $500,000 for loss or damage to the property of
any person or persons; and

(C) if the Borrower shall be operating or using a boiler, boiler explosion and
casualty insurance reasonably satisfactory to the Lender; and

(D) business interruption insurance in amounts no less than the amounts
maintained as of the Date of Closing; and

(E) worker's compensation insurance, as may be required by law; and

(F) all such insurance coverage may be effected under overall blanket or excess

(G) coverage policies provided, however, that all insurance shall be in amounts
sufficient to prevent the insured from being a co-insurer within the terms of
any insurance policy; and

(H) all policies of insurance shall be in a form reasonably acceptable to the
Lender and shall be issued by insurers duly licensed and authorized to conduct
that type of insurance business in New Jersey or Pennsylvania as the case may
be. The Lender shall have the right, at any time, to reject insurance provided
by an insurance company other than InsuRite that does not at all times have a
policy-holders rating of "A", or better, and financial rating of "V", or better,
in the then current edition of Best's Insurance Guide; and

(I) all policies of insurance or satisfactory endorsements thereof, together
with a paid receipt, shall be deposited with the Lender prior to the Date of
Closing and, at least thirty (30) days prior to the expiration of any such
policies, the Borrower shall furnish paid receipts and other evidence,
satisfactory to the Lender, that all such policies have been renewed or
replaced; and

(J) comply with all provisions of any other Loan Document relating to insurance.

6.3 Financial Information.  Deliver financial information and documents directly
to the Lender as follows:

(A) within forty-five (45) days after the end of each of the first three (3)
Fiscal Quarters of each Fiscal Year,  the 10-Q reports for such Fiscal Quarter
submitted to the Securities and Exchange Commission by any Company (or
equivalent financial statements if the Company is no longer a reporting Company
with the SEC); and

(B) within ninety (90) days after the close of each Fiscal Year, (i) the 10-K
report most recently submitted to the Securities and Exchange Commission by any
Company and (ii) to the extent not included in the 10-K, an audited consolidated
balance sheet of the Companies as of the close of each such Fiscal Year together
with the related consolidated statements of operations, retained earnings and
statements of cash flows for such Fiscal Year, certified without qualification
by independent certified public accountants that are reasonably satisfactory to
the Lender including their certificate and accompanying comment and a
certificate stating that they have no knowledge of the existence of any
condition or event that constitutes a Default or Event of Default under any Loan
Document or any other Obligation; and

(C) simultaneously with the submission of each financial report as stated above,
a certificate of the president or chief financial officer of each Company that
the signers (i) believe that the financial report is true and complete, (ii)
have no knowledge of the existence of any condition or event that constitutes a
Default or Event of Default under any Loan Document or other Obligation, (iii)
if any Default or Event of Default existed or exists, specifying the nature and
period of existence and what, if any, remedial action is being taken, and (iv)
calculating and demonstrating compliance with all financial covenants herein;
and

(D) within five (5) days of filing or public release, true copies of all (i)
filings that are made with the Securities and Exchange Commission or other
regulatory authorities, and (ii) reports, statements, communications and
announcements that are sent by the Borrower to its shareholders;

(E) within forty-five (45) days after the end of each six-month semi-annual
fiscal period, a profit and loss report for such fiscal period prepared on a
store by store basis; and

(F) simultaneously with delivery of the same to the holders of the Privately
Placed Notes, the Borrower shall furnish to the Lender any notice, report,
financial statement, certificates, projections or other forms of information
(financial or otherwise) required to be delivered by or on behalf of the
Borrower to such holders pursuant to the documents evidencing or governing such
notes; provided, however, that the Borrower shall have no such obligation to
furnish information pursuant to this clause (F) to the extent that such
information (or substantially the same information) has been furnished to the
Lender pursuant to any other clause of this Section 6.3; and

(G) such other information including tax filings and reports respecting the
business and properties or the condition or operations, financial or otherwise,
of any Company as the Lender may, from time to time, reasonably request.

6.4 Notices to Lender.  Notify the Lender immediately in writing (A) of any
default, or asserted default by any Company, under any real property lease, or
under any agreement involving actual or threatened claims or liability in excess
of Five Hundred Thousand Dollars ($500,000); (B) if any Company becomes involved
in any litigation involving actual or threatened claims or liability in excess
of Five Hundred Thousand Dollars ($500,000) that is not fully covered by
insurance; (C) the occurrence of any theft, fire or other casualty, or any
governmental taking, involving any Property having a value in excess of Five
Hundred Thousand Dollars ($500,000); and (D) on receipt of any information,
notice, claim or investigation as to any alleged use, storage, treatment or
handling, except as expressly permitted in this Loan Agreement or any discharge,
spill, emission or disposal, of any Hazardous Substance by, or on any property
owned or leased by, any Company that may involve more than Five Hundred Thousand
Dollars ($500,000) in testing and cleanup costs.

6.5 Further Assurances.  Furnish further assurances that the Lender in its
discretion determines to be reasonably necessary or desirable to confirm and
assure that all Property remains free of Liens other than Permitted
Encumbrances, the reasonable cost of so doing to be paid by the Borrower. The
Borrower shall also, within five (5) days of request, deliver to the Lender a
notarized statement of the indebtedness owing under each Obligation.

6.6 Complete Records.  Maintain accurate, current and complete records of each
Company's financial affairs and transactions and of all Property reasonably
satisfactory to the Lender.

6.7 Location of Offices.  Maintain the chief executive offices and company-wide
business records of the Companies at the address for the Borrower set forth in
the caption of this Loan Agreement and maintain the other records and Property
at the locations set forth on Exhibit 1 annexed to the Principal's Certificate
provided, however, that any such address may be changed after prior written
notice to the Lender.

6.8 Inspection of Property and Records.  Arrange, within one (1) Banking Day of
request, for the Lender's agents, employees or representatives to inspect any
Property and any books and records and commercial premises of any Company.

6.9 Bank Accounts.  Except for local short-term cash deposit and payroll
accounts for any stores of any Company, all Companies shall keep and maintain
all existing and future demand deposit, operating, tax reserve and other deposit
accounts in Borrower's name with the Lender and its Affiliates, except as
expressly permitted in advance, in writing, by the Lender, in its discretion.
Permission to open any such accounts with any other bank or financial
institution shall be requested of the Lender, in writing, at least fifteen (15)
days in advance of the date when any such proposed account is to be opened. All
funds deposited in any accounts of institutions other than the Lender as
permitted above shall be regularly transferred into, and maintained at all times
in, the Borrower's operating accounts at the Lender.

6.10 Minimum Tangible Net Worth.  For each Fiscal Quarter occurring after the
close of the Fiscal Year ended July 31, 1999, not cause or permit Tangible Net
Worth of the Companies, on a consolidated basis, to be less than the sum of (x)
$50,000,000 and (y) fifty percent (50%) of accumulated quarterly positive Net
Income for each such Fiscal Quarter then ending. Notwithstanding the foregoing,
if there are any charges with respect to the Garwood Facility in Fiscal Year
ended July 31, 1999, such charges (net of any tax benefit inuring to the
Borrower as a result thereof) shall be excluded for purposes of the base
calculation of Minimum Tangible Net Worth in clause (x) above.

6.11 Ratio of Funded Debt Plus 8* Rent to EBITDAR.  As to the Companies, on a
consolidated basis, maintain a Ratio of Funded Debt Plus 8* Rent to EBITDAR of
not more than 4.00 to 1.00 measured as of the end of each Fiscal Year and Fiscal
Quarter on a rolling four quarters basis.

6.12 Ratio of EBITDAR to Interest Plus Rent.  As to the Companies, on a
consolidated basis, maintain a Ratio of EBITDAR to Interest Plus Rent of not
less than 2.30 to 1.00 measured as of the end of each Fiscal Year and Fiscal
Quarter on a rolling four quarters basis.

6.13 Capital Expenditures.  Not cause or permit the aggregate sum of all of the
consolidated Capital Expenditures of the Companies (excluding the Garwood
Facility) made at any time during the period commencing at the beginning Fiscal
Year 2000 through and including the end of Fiscal Year 2002 to exceed
$38,000,000.

In addition to the Capital Expenditures permitted above in this Section 6.13,
Borrower may expend additional amounts in the form of Capital Expenditures in an
aggregate amount not to exceed $12,000,000 in connection with the construction
and fit-up of the Garwood Facility; provided, that prior to any such expenditure
the Lender shall have received and approved (i) a final budget itemizing such
expenditures, (ii) documentary evidence that the litigation regarding the
Garwood Facility has been settled, and (iii) documentary evidence that all
zoning, land use and construction permits, approvals, authorizations and
certificates necessary to commence and proceed with the development and
construction of the Garwood Facility have been obtained.

6.14 Taxes and Laws.  Pay all taxes, assessments, government charges and levies
when due and comply with all federal, state and local laws and regulations that
are applicable to any Company or the business of any Company and provide proof
of such payment and compliance as Lender may request, provided however that any
Company may diligently and in good faith dispute an asserted tax liability by an
appeal in a forum of appropriate jurisdiction so long as the asserted liability
is shown as a reserve on all financial statements and reports delivered to the
Lender in accordance with GAAP.

6.15 Lender's Expenses.  Pay all reasonable fees, costs and expenses incurred by
the Lender and its counsel in connection with the preparation or later
modification of any Loan Document (whether or not any loan is actually
consummated or modification is made) and the making, closing and administering
of the loans contemplated thereby, including lien and title searches, copying
costs, delivery and postage charges and all filing and recording costs.

6.16 Indemnification.  Assume all liability for, and agree to indemnify, protect
and save harmless the Lender, its agents and employees from and against all
liability (including liability in tort, whether absolute or otherwise),
obligations, losses, penalties, claims, suits, costs and disbursements,
including reasonable legal fees and disbursements, in any way relating to, or
arising out of, any relationship with any Company or any Obligation except
liabilities arising from the willful misconduct of the Lender. This provision
shall survive the termination or expiration of this Loan Agreement

6.17 Cooperative Obligations.  Perform all its duties and obligations, and
maintain its existence, as a member of the Wakefern cooperative and maintain its
right to use the "Shop-Rite" name and trademark.

6.18 Simultaneous Liens.  If any Lien arises in violation of Section 7.1,
Borrower shall immediately cause all Obligations to be secured equally and
ratably with the indebtedness secured by any such Lien, and, in any case, the
Obligations shall have the benefit of an equitable Lien equally and ratably
securing the Obligations, provided, however, that this provision shall not in
any way limit Borrower's duty to remain in compliance with all other provisions
of this Loan Agreement and the Lender's acceptance of any Lien in its favor
shall not constitute a waiver of any Default including any violation of Section
7.1.

6.19 Corporate Existence.  Maintain each Company as a corporation in good
standing in its state of incorporation.

6.20 Payment of Obligations.  Pay all of its obligations and liabilities as
they become due.

6.21 Year 2000 Compatibility.  Take all actions necessary to assure the
Borrower's computer based systems are able to operate and effectively process
data on and after January 1, 2000.  At the request of the Lender, the Borrower
shall provide the Lender with assurance acceptable to the Lender that Borrower's
computer systems have Year 2000 compatibility.


SECTION VII - NEGATIVE COVENANTS

The Borrower agrees not to do, or permit any other Company to do, any of the
following without the express prior written consent of the Lender, which consent
may be granted or withheld by the Lender in its reasonable discretion:

7.1 No Liens.  Suffer any Lien against any Property (including any real property
leases and subleases), except for any Permitted Encumbrances.

7.2 Hazardous Substances.  Generate, store, treat, discharge, refine, handle,
release or dispose of any Hazardous Substances except (A) for consumer products
sold in the ordinary course of business in accordance with all applicable laws
and regulations and (B) standard maintenance uses of common cleaning and
maintenance products.

7.3 Other Liabilities.  Incur, or permit any Subsidiary to incur, Liabilities
or contingent obligations, except (A) indebtedness to the Lender; (B) trade
payables in the ordinary course of business; (C) pursuant to real property
leases and equipment leases; (D) the indebtedness contemplated in the definition
of Permitted Encumbrances; (E) the unsecured indebtedness evidenced by the
Privately Placed Notes;  and (F) unsecured indebtedness (in addition to the
unsecured indebtedness permitted pursuant to clauses (A), (B) and (E) above) in
an aggregate outstanding principal amount not to exceed at any time $2,000,000.

7.4 Ownership And Organizational Changes.  Permit or effect any of the
following:

(A) Any shares of stock of any Subsidiaries to be sold, transferred, conveyed,
assigned, pledged, hypothecated, or otherwise encumbered, except for transfers
to another Subsidiary;

(B) Any change in the ownership of any stock of Borrower that is owned by any
member of the Sumas Family if, as a result of that transfer, the Sumas Family
will no longer hold a sufficient number of shares of all classes of stock of
Borrower to cast at least 51% of the votes that may be cast in any election;

(C) Any change in the capitalization or capital structure of any Company
(including the issuance of any new, additional or different type or class of
stock, the modification, reduction or retirement of any existing class or type
of stock or the changing or modifying of the voting power of any stock) if, as a
result of that change, there would be a violation of any provision of this Loan
Agreement, including subsections (A) or (B) of this Section 7.4;

(D) The Borrower or any Company to enter into any merger or consolidation or
participate in a joint venture with any other company, except that any such
transaction may take place between Subsidiaries or as permitted pursuant to
Section 7.8(G);

(E) Any Company to acquire all, or a substantial portion of, the assets of any
commercial Person, or acquire any assets or interest therein of any firm for an
aggregate purchase price of $500,000 or more except (i) those acquisitions made
by the Borrower in the ordinary course of business (such as acquisitions of
inventory; acquisitions of stores or selling space are not acquisitions in the
ordinary course) or as permitted pursuant to Section 7.8(G) or (ii) until such
time as the Revolving Loan is repaid in full, acquisitions of up to an
additional 100,000 square feet of selling space; or

(F) Any subsidiary to be created or acquired, except that a new Subsidiary may
be formed if it is wholly-owned by the Borrower and guarantees payment of the
Obligations in form acceptable to the Lender.

7.5 Dividend Limitations and Stock Repurchases. As to the Borrower, pay or incur
any liability to pay any cash dividends or distribution of any kind to any of
Borrower's shareholders or repurchase any of the outstanding shares of the
capital stock of the Borrower if the aggregate amount of any such dividends,
distributions, or repurchases would (A) in any Fiscal Year exceed, in the
aggregate, twenty percent (20%) of the excess of Borrower's Net Income for the
prior Fiscal Year in excess of One Million and 00/100 ($1,000,000) Dollars, or
(C) would result in a violation of any provision of this Loan Agreement,
including, but not limited to, Sections 6.10, 6.11, 6.12 and 6.13. Prior to
payment of any dividend or any intended stock repurchase the Borrower shall
provide the Lender with proof satisfactory to the Lender that, on a pro forma
basis, the Borrower will be in full compliance with all covenants set forth in
the Loan Agreement, including, but not limited to, the financial covenants set
forth in Sections 6.10, 6.11, 6.12, and 6.13, after such dividend or stock
repurchase is completed.  Notwithstanding the foregoing, if the Borrower is
entitled to pay dividends or repurchase stock in a given year or years but does
not pay such dividends or repurchase such stock, these unpaid  dividends or
stock repurchases shall accumulate and may be paid in the future provided that
after giving effect to such payment, no Default or Event of Default would then
exist.  Prior to payment of any accumulated dividend or any intended stock
repurchase the Borrower shall provide the Lender with written evidence
satisfactory to the Lender (in its sole judgment) of the amount of accumulated
unpaid dividends or stock repurchases eligible for payment and that, on a pro
forma basis, the Borrower will be in full compliance with all covenants set
forth in this Loan Agreement, including, but not limited to, Sections 6.10,
6.11, 6.12 and 6.13, after giving effect to any such dividend or stock
repurchase.

7.6 Other Names.  Use or adopt any name other than (i) its formal corporate name
set forth in this Loan Agreement, (ii) "The Shop-Rite Annex" (for the Borrower's
Bernardsville facility only),  (iii) the name "Shop-Rite" or (iv) "Village
Market" (for the Borrower's South Orange facility only) unless, at least fifteen
(15) days in advance of using any other name, the Lender has been provided with
appropriate trade name certificates and current judgment, tax, UCC- 11 and other
search reports for that new name, to the reasonable satisfaction of the Lender.

7.7 Change in Fiscal Year.  Change the Fiscal Year of any Company without the
consent of the Lender.

7.8 Restricted Investments.  Directly or indirectly purchase or acquire any
obligations, securities, stock or other assets to be held for investment (as
distinguished from assets held for direct and immediate use or consumption by
any Company), or to make any loans, advances or extensions of credit, except for
any of the following:

(A) readily marketable direct obligations of the United States of America;

(B) commercial paper maturing within 180 days from the date of issuance that has
been issued by a corporation conducting the majority of its business in the
United States and has a rating of "A-1" or better from Moody's Investor Services
or "P-1" or better from Standard & Poors;

(C) readily marketable direct obligations of any state, county or municipality
in the United States that has a rating of at least "A-l" from Moody's Investor
Service or "P-1" from Standard & Poors;

(D) notes, checks and chattel paper from customers that are accepted by any
Company as payment for the sale of inventory in the ordinary course of business;

(E) certificates of deposit and "repo" obligations of (i) the Lender and its
Affiliates or (ii) any other United States domiciled bank or trust company that
has unrestricted capital funds of at least $500,000,000 and whose long term
certificates of deposit have a rating of at least "A- I" from Moody's Investor
Service or "P- I " from Standard & Poors;

(F) investments in Wakefern stock and/or InsuRite stock in aggregate amounts of
not more than One Million Five Hundred Thousand and 00/100 ($1,500,000) Dollars
in any Fiscal Year;

(G) equity contributions or investments of less than Seven Hundred Fifty
Thousand and 00/100 ($750,000) Dollars in the aggregate during the Term hereof;

(H) repurchases of common stock of the Borrower to the extent permitted by
Section 7.5 above; or

(I) investments in Wakefern in an aggregate amount not to exceed the lesser of
(i) Fifteen Million Dollars ($15,000,000.00) or (ii) the amount of the maximum
accounts payable owing to Wakefern by the Borrower for inventory purchases.  Of
the maximum permitted amount, the Borrower shall be permitted to invest a
maximum of Five Million Dollars ($5,000,000.00) in obligations of Wakefern
having a maturity of greater than 30 days but not more than one year.  All other
investments of Wakefern shall have a maturity of 30 days or less;
provided, however, that no more than Fifty (50%) Percent of the aggregate
principal amount of the above-mentioned debt instruments (including bonds,
obligations, commercial paper, bills or notes) shall have maturity dates in
excess of one year from the date of original issuance.

7.9 Different Business.  Engage in any business other than the operation of
supermarkets and related retail activities as conducted in the normal course of
business.

7.10 Prohibited Dispositions.  Sell or otherwise dispose of (A) all, or a
substantial portion of the Property of any Company, or (B) any Property, other
than in arm's length transactions that are made in the ordinary course of
business, provided, however, that the Companies may engage in any Permitted
Dispositions so long as no Default has occurred and is continuing.
Notwithstanding the prior sentence, this provision shall not be deemed to have
authorized any sale or disposition that will result in a violation of any other
provision of this Loan Agreement or any other Loan Document.

7.11 Management Changes.  Permit or suffer a change in management that would
result in less than three of the following individuals being in active, full
time and direct control of the business of each of the Companies:  Perry Sumas,
James Sumas, Robert Sumas, William Sumas, John Sumas and Kevin Begley.

7.12 Assignment of Leases.  Sell, assign, convey any interest in, or permit any
Lien against, any leases, subleases, licenses or rights of use or occupancy of
any kind with respect to any real property whatsoever, except for (a) the
assignment of any lease for an existing store where a new store in the same
locality is being opened and (b) assignments of leases for the existing South
Orange, Bernardsville Annex and Watchung locations, and certain property leased
by the Borrower located in Kingston, Pennsylvania (which  has been assigned to a
non-ShopRite supermarket operator).

7.13 Repayments.  Prepay any indebtedness for borrowed money or Capitalized
Lease Obligations; provided, however that the foregoing shall not restrict the
ability of the Borrower to cause the mandatory prepayment of the Privately
Placed Notes to the extent that such prepayment is pursuant to the express terms
of Sections 8.1 and 8.3 of that certain Note Purchase Agreement dated as of
September 1, 1999 among the Borrower and the note purchasers listed therein as
is effect as of the date hereof; provided, further that the foregoing proviso
shall not in any event be construed by the Borrower or any other Person as a
consent, waiver or other form of forbearance of any right or remedy that the
Lender may have hereunder, by law or otherwise arising out of the facts or
circumstances related to the prepayment of the Privately Placed Notes described
above.

SECTION VIII - EVENTS OF DEFAULT
Any of the following events or conditions shall, at the option of the Lender,
constitute an "Event of Default" under this Loan Agreement and any other Loan
Documents or obligations (except that the event or conditions described in
Section 8.12 automatically shall be an Event of Default, shall terminate the
Commitment hereunder and shall cause all amounts hereunder to be immediately due
and payable, without any action by the Lender):

8.1 Payments.  Any failure to pay any principal or interest under the Revolving
Loan when due, or any failure to pay all other monies within five (5) days after
each due date under the Revolving Loan or any other Obligation; or

8.2 Other Obligations.  Any failure to perform or observe any term or condition
under this Loan Agreement, any other Loan Document or any Obligation in a timely
fashion, other than any payments referred to in Section 8.1; provided, however,
that the Borrower may effect a complete cure of any Default of any non-monetary
covenant in this Loan Agreement, except for any Event of Default under any other
subsection of this Section VIII, within fifteen (15) days of the occurrence of
the Event of Default so long as (A) in the reasonable judgment of the Lender the
Default is curable in its entirety during that fifteen (15) day cure period and
(C) this right to cure is not exercised more than one (1) time in any
consecutive six (6) month period; or

8.3 Representations.  Any representation, statement, information or warranty
that is at any time made or delivered to the Lender by or on behalf of any
Company shall be materially incorrect, incomplete or misleading when made; or

8.4 Consents.  Any Company shall do, or permit to be done, any act for which the
Lender's written consent is required under any Loan Document, without first
obtaining such written consent; or

8.5 Financial Information and Inspections.  Any Company shall fail, promptly
after demand, to furnish financial information or to permit inspection of any
books, records or Property as required under any Loan Document; or

8.6 Insurance.  Any failure to maintain, or provide evidence to any insurance
coverage required under any Loan Document; or

8.7 Organizational Status.  Any Company shall dissolve or fail to remain in good
standing in its state of incorporation or duly qualified in each state where its
properties or business make qualification necessary (except with respect to any
Subsidiary that is merged into another Company); or

8.8 Warrants and Tax Liens.  Any warrant of attachment or for distraint, or
notice of tax lien with respect to an amount of Five Hundred Thousand and 00/100
Dollars ($500,000) or more shall be issued relating to, or encumbering, any
Property, or any that is not, within thirty (30) days of entry, discharged, or
stayed and bonded, to the satisfaction of the Lender; or

8.9 Judgments.  Any judgment shall be entered against any Company in excess of
Five Hundred Thousand Dollars ($500,000), that is not, within thirty (30) days
of entry, discharged, or stayed and bonded, to the satisfaction of the Lender or
fully covered by insurance and the insurance company has, in writing,
unconditionally accepted liability for that judgment; or

8.10 Lien on Property.  Any Lien shall encumber any Property other than (i) a
Permitted Encumbrance or (ii) an involuntary Lien that is specially covered
under Sections 8.8 or 8.9.

8.11 Loss or Destruction.  Any loss or destruction of any Property that, in the
Lender's reasonable judgment, has a market value of Five Hundred Thousand and
00/100 ($500,000) Dollars, or more, unless, that loss or destruction is
adequately covered by insurance and, within ninety (90) days of that loss or
destruction, either an insurance company has admitted its liability for such
loss or destruction, or such loss or destruction is fully compensated by
insurance to the satisfaction of the Lender; or

8.12 Insolvency.  Any filing of a petition by or against any Company under any
bankruptcy or insolvency law or an assignment by any Company of any property or
assets for the benefit of creditors, or the failure of any Company to pay its
debts in the ordinary course as those debts become due, or the calling of a
meeting of creditors of any Company to obtain any general financial
accommodation; provided, however, that as to any such action that is
involuntarily commenced against and is being contested by the subject Company,
that Company shall have until the earlier of thirty (30) days or an adjudication
of insolvency to contest and obtain a dismissal of that action; or

8.13 Seizure of Property.  Any seizure by governmental authorities of, or the
imposition of legal restraints against, any property of any Company that has an
aggregate value in excess of Five Hundred Thousand Dollars and 00/100
($500,000), which is not, within fifteen (15) days of that seizure or
imposition, fully bonded to the reasonable satisfaction of the Lender; or

8.14 Leases.  Any Company shall be in default under any term or condition under
any Capital Lease Obligation or under any material operating leases (other than
those which are being contested in good faith and have not resulted in the loss
of any Property by any Company); or

8.15 Enforceability.  Any action or proceeding is instituted to obtain a ruling
or judgment that any term or condition of any Loan Document, or any restriction
against, or interest in, any Property that any Loan Document purports to give to
the Lender, is unenforceable in any respect; or

8.16 Termination of Plan.  Any Termination Event occurs under any Plan, a
trustee shall be appointed by a court of appropriate authority to administer any
Plan, the Pension Benefit Guaranty Corporation shall institute proceedings to
terminate any Plan or to appoint a trustee or administer any Plan or any Plan
shall be formally terminated; or

8.17 Other Liabilities.  Any Company shall fail to make any payment when due or
fail to perform any obligation under its Liabilities in excess of Five Hundred
Thousand and 00/100 ($500,000) Dollars (including, without limitation,
Liabilities evidenced by the Privately Placed Notes)(other than as referred to
in any other subsection of this Section VIII) when due (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise) and such
failure shall continue after the applicable grace period, if any, specified in
the agreement relating to any such Liabilities; or

8.18 Other Loan Documents.  An Event of Default shall occur under any of the
Loan Documents.

SECTION IX - REMEDIES

Whenever an Event of Default occurs (and any applicable cure period has
expired), the Lender may, in addition to any right or remedy the Lender may have
at law or in equity, at its option, do any one or more of the following in any
order, in any combination and at any time:

9.1 Acceleration.  Declare any Obligations, including the Revolving Loan to be
immediately due and payable; or

9.2 Other Remedies.  Exercise any other rights or remedies it may have under any
Loan Document or Obligation; or

9.3 Terminate Financing.  Immediately terminate or reduce the lending Commitment
under the Revolving Loan; or

9.4 Direct Recourse.  Institute suit directly against the Borrower; or

9.5 Other Creditor Remedies.  Exercise any right or remedy available to the
Lender under any applicable law of any jurisdiction; or

9.6 Collection Expenses.  Collect from the Borrower:  (A) all reasonable fees
and disbursements of the Lender's attorneys incurred in obtaining advice or
representation relating to the collection or enforcement of any Obligation; and
(B) all expenses of, or in anticipation of, litigation including fees and
(C) expenses of witnesses, experts and stenographers and the cost to obtain or
produce appraisals. All such collection fees and expenses shall be due and
payable upon demand, and shall accrue interest at the highest rate in effect
from time to time under any Obligation; or

9.7 Other Expenses.  At any time and from time to time, perform any duty or
obligation of any Company under any Loan Document or Obligation and to take any
other actions deemed by the Lender to be reasonably necessary to protect the
Lender's  interest in any Property or to avoid any risk of damage or loss to the
Lender including steps to comply with applicable environmental laws. All
expenses of any nature incurred by the Lender under this Section shall be due
and payable upon demand, and shall accrue interest at the highest rate in effect
from time to time under any Obligation. The exercise by the Lender of its rights
under this Section shall not constitute a waiver of any Event of Default or of
any right or remedy under this any Loan Document; or

9.8 Increase in Interest.  Increase the rate of interest under any Obligations
to a floating interest rate determined by the Lender equal to three hundred
(300) basis points (3.00%) above the rate of interest otherwise applicable of
the Loans. This increase in interest rate shall be computed on the basis of a
360-day year and shall survive the entry of any judgment relating to any
Obligation.

9.9 Cessation of LIBOR Borrowing Rights.  Prohibit any further borrowing at the
LIBOR Rate. If a Default occurs and is waived by the Lender, the Borrower will
have no further right to borrow at the LIBOR Rate notwithstanding any waiver or
forbearance by the Lender with respect to such Default, and all borrowings and
loans thereafter shall be Prime Rate Loans. No obligation to waive or forbear
from exercising any remedies upon a Default shall be inferred from this Section
9.9.

9.10 Right of Set-off.  Without limiting any general right of set-off the Lender
may possess by operation of law and regardless of the adequacy of any collateral
for the Obligations or other means of obtaining repayment of the Obligations,
set-off against and apply to the then unpaid balance of the Obligations any
items or funds of the Borrower held by the Lender, any and all deposits (whether
general or special, time or demand, matured or unmatured) or any other property
of the Borrower, including, without limitation, securities and/or certificates
of deposit, now or hereafter maintained by the Borrower for its or their own
account with the Lender, and any other indebtedness at any time held or owing by
the Lender to or for the credit or the account of the Borrower, even if
effecting such set-off results in a loss or reduction of interest or the
imposition of a penalty applicable to the early withdrawal of time deposits.
For such purpose, the Lender shall have, and the Borrower hereby grants to the
Lender, a lien on and security interest in such deposits, property, funds and
accounts and the proceeds thereof.

9.11 Additional Rights of Lender.  The Lender may exercise any of the rights and
remedies in Sections 9.6 or 9.7 upon the occurrence of any Default whether or
not the Lender has formally declared an Event of Default or accelerated any
Obligations, provided, however, that the Lender shall not exercise any rights or
remedies pursuant to this Section 9.11 until after the Borrower is on notice of
the circumstance or condition that would give rise to the Default.

SECTION X - MISCELLANEOUS PROVISIONS

10.1 Waiver.  The Lender shall not be deemed to have waived any rights or
remedies under any Loan Document or Obligation by:

(A) forbearing or failing to exercise, or delaying in exercising, any rights and
remedies; or

(B) forbearing or failing to insist upon, or any delay in insisting upon, the
strict performance of any term or condition of any Loan Document or other
Obligation; or

(C) granting any extension, modification or waiver of any term or condition of
any Loan Document or other Obligation, except, and only to the extent, that the
extension, modification, or waiver shall expressly provide; or

(D) any other act, omission, forbearance or delay by the Lender, its officers,
agents, servants or employees; or

(E) any waiver of any rights or remedies on any one occasion.

10.2 Written Modifications.  No extension, modification, amendment or waiver of
any term or condition of any Loan Document shall be valid or binding upon the
Lender, unless it is in writing and signed by a duly authorized officer of the
Lender.

10.3 Demands and Notices.  All demands and notices under any Loan Document shall
be in writing and shall be served either personally or by certified mail, return
receipt requested, on the party to whom that notice or demand is to be given or
made at the address first set forth in the caption to this Loan Agreement. All
notices and demands directed to Lender shall be sent to Portfolio Management
(Mail Code NJ 3161), with a copy of any such notice or demand to be sent to
Lender's counsel, Windels, Marx, Davies & Ives, 120 Albany Street, New
Brunswick, New Jersey 08901 (Attn: Francis J. Quinn).  All notices to the
Borrower shall be sent to the Borrower (Attn: Robert Sumas and Kevin Begley).
(The Lender shall endeavor, but shall have no obligation whatsoever and no
responsibility whatsoever for any failure, to send copies of notices of
conditions of default to the attention of the in-house counsel).  Any party
desiring to change the address to which notices or demands shall be sent shall
notify the other parties of the new address by certified mail, return receipt
requested. Any notice or demand properly sent by Lender via certified mail,
return receipt requested, shall be deemed to have been served on the third
business day after mailing, regardless of when it is actually received.

10.4 Governing Law.  All terms of each Loan Document and the duties, rights and
remedies of the parties thereunder shall be governed by,
and construed according to, the laws of the State of New Jersey.

10.5 Jurisdiction.  In any litigation relating to any Loan Document, Borrower
hereby consents to the exclusive personal jurisdiction of the state and federal
courts of the State of New Jersey.

10.6 Partial Invalidity.  If any term or provision of any Loan Document is held
to be invalid by any court of competent jurisdiction, such invalidity shall not
affect the remaining terms and provisions, which shall continue in full force
and effect

10.7 Successors and Assigns.  Each Loan Document shall be binding upon, and
inure to the benefit of, the parties thereto and their respective successors or
heirs, and assigns, provided, however, that the Borrower shall not be permitted
to assign or transfer any rights or duties under any Loan Document without the
express prior consent of the Lender, which consent the Lender may grant or
withhold in its sole discretion. The Lender shall have the absolute right to
assign, or sell a participation interest in any or all of Lender's interest in,
any Loan Document or any Loans made pursuant to any Loan Document.

10.8 Additional Rights and Remedies.  All rights and remedies given to the
Lender under any Loan Document shall be in addition to, and not in limitation
of, any right or remedy that the Lender may have, whether under any other
provisions of any Loan Document or other agreement, or at law or in equity.

10.9 Further Assurances.  The Borrower agrees to execute and deliver all
documents and instruments reasonably requested by the Lender to further the
purposes of this Loan Agreement or any other Loan Document.

10.10 Indemnification.  The Borrower shall indemnify, defend and hold harmless
the Lender against any and all losses, liabilities, claims or causes of action
(including but not limited to reasonable attorneys' fees and settlement costs)
arising from or related to (or alleged to arise from or be related to)
Borrower's use of the proceeds of the Loan or the Commitment.

10.11 No Jury Trial.  The Borrower and the Lender hereby irrevocably and
unconditionally waive trial by jury in any legal action or proceeding relating
to this Loan Agreement or the Note or any other Loan Document and for any
counterclaim therein.

10.12 Arbitration.

(A) Arbitration Generally.  Upon demand of any party hereto, whether made before
or after institution of any judicial proceeding, any claim or controversy
arising out of, or relating to the Loan Documents between the parties hereto (a
"Dispute") shall be resolved by binding arbitration conducted under and governed
by the Commercial Financial Disputes Arbitration Rules (the "Arbitration Rules")
of the American Arbitration Association (the "AAA") and the Federal Arbitration
Act.  Disputes may include, without limitation, tort claims, counterclaims,
disputes as to whether a matter is subject to arbitration, claims brought as
class actions, or claims arising from documents executed in the future. A
judgment upon the award may be entered in any court having jurisdiction.
Notwithstanding the foregoing, this arbitration provision does not apply to
disputes under or related to swap agreements.

(B) Special Rules.  all arbitration hearings shall be conducted in the city in
which the office of the Lender first stated herein is located.  A hearing shall
begin within ninety (90) days of demand for arbitration and all hearings shall
be concluded within one hundred twenty (120) days of demand for arbitration.
These time limitations may not be extended unless a party shows cause for
extension and then for no more than a total of sixty (60) days.  The expedited
procedures set forth in rule 51, et seq., of the Arbitration Rules shall be
applicable to claims of less than One Million and 00/100 ($1,000,000) Dollars.
Arbitrators shall be licensed attorneys selected from the commercial financial
Dispute Arbitration Panel of the AAA.  The parties do not waive applicable
federal or state substantive law except as provided herein.

(C) Preservation and Limitation of Remedies.  Notwithstanding the preceding
binding arbitration provisions, the parties agree to preserve, without
diminution, certain remedies that any party may exercise before or after an
arbitration proceeding is brought.  The parties shall have the right to proceed
in any court of proper jurisdiction or by self-help to exercise or prosecute the
following remedies, as applicable: (i) all rights to foreclose against any real
or personal property or other security by exercising a power of sale or under
applicable law by judicial foreclosure including a proceeding to confirm the
sale; (ii) all rights to self-help including peaceful occupation of real
property and collection of rents, set-off, and peaceful possession of personal
property; (iii) obtaining provisional or ancillary remedies including injunctive
relief, sequestration, garnishment, attachment, appointment of receiver and
filing an involuntary bankruptcy proceeding; and (iv) when applicable, a
judgment by confession of judgment.  Any claim or controversy with regard to any
party's entitlement to such remedies is a Dispute.

(D) Special Damages.  Each party agrees that it shall not have a remedy of
punitive or exemplary damages against the other in any Dispute and hereby waives
any right or claim to punitive or exemplary each now has or which may arise in
the future in connection with any Dispute, whether the Dispute is resolved by
arbitration or judicially.

10.13 Most-Favored Status.   In the event that the definitive
documentation executed and delivered in connection with the issuance and sale of
the Privately Placed Notes or the incurrence of any other Liabilities in the
form of funded indebtedness for borrowed money permitted to be incurred pursuant
to Section 7.3 (such indebtedness, the "Specified Indebtedness") (i) contain
covenants or events of default that are more restrictive or onerous on the
Borrower than those covenants or events of default contained in this Agreement;
(ii) provide for, or permits the exercise of, remedies upon the occurrence of an
event of default thereunder (including, without limitation, any direct or
indirect acceleration of the obligations of the Borrower thereunder) which are
not provided for in, or permitted to be exercised under of in respect of, this
Agreement; or (iii) provide guarantees or other sources of payment for
obligations of the Borrower under the Specified Indebtedness which have not been
provided hereunder or in connection herewith (each such covenant, event of
default and provision described in the preceding clauses (i) through (iii) being
herein called a "More Favorable Provision"), then prior to or simultaneously
with the Borrower entering into or becoming bound by any of the documentation
pertaining to the Specified Indebtedness or any amendment, modification or
supplement thereto containing a More Favorable Provision, the Borrower shall
executed and deliver to the Lender an amendment to this Agreement and such other
documents and instruments as the Lender shall reasonably request, in each case
satisfactory in form and substance to the Lender, which modify the provisions of
this Agreement so as to give the Lender the benefit of each More Favorable
Provision.

The Lender and the Borrower have caused this Loan Agreement to be executed as of
the day and year first above written.

"Lender"
FIRST UNION NATIONAL BANK,
a National Banking Association

By:
Name:
Title:

"Borrower"
VILLAGE SUPER MARKET, INC.,
ATTEST:  a New Jersey Corporation


By:                  By:
Name:                Name:
Title:               Title:

STOCKHOLDERS' AGREEMENT AGREEMENT, dated as of August 20, 1987, as amended on February 20, 1992, by and among WAKEFERN FOOD CORP., a New Jersey corporation with principal offices located at 5000 Riverside Drive, Keasbey, New Jersey 08832 ("Wakefern"), and each of the member stockholders of Wakefern listed on Schedule 1 hereto (hereinafter individually called a "Stockholder" and collectively the "Stockholders"). W I T N E S S E T H: Premises: A. Wakefern is a corporation operated on the cooperative plan and the Stockholders are retail merchants primarily dealing in consumer products for home use deriving mutual economic and merchandise assistance Wakefern; and B. Each of the Stockholders is an owner of shares of Class B or Class C Common Stock of Wakefern and, in some instances, also of shares of Class A Common Stock of Wakefern (the Class A, B and C Common Stock being hereinafter collectively referred to as the "Common Stock"); and C. Wakefern's viability is based primarily on volume generated by aggregating the purchasing power of all of the Stockholders; and D. The Board of Directors of Wakefern and the Stockholders believe it is in Wakefern's and each of the Stockholder's best interest that the Stockholders continue to purchase their supplies and inventory from Wakefern; and

Stockholders Agreement as of 03.10.16 42905-1 2 E. The Board of Directors and the Stockholders of Wakefern believe it is in Wakefern's and each of the Stockholder's best interest to undertake a major capital expenditure program in order to increase the merchandise handling capacity of Wakefern and to promote retail growth; and F. To induce one or more lending institutions to provide the necessary financing for such capital expenditure program, the Stockholders have agreed, subject to the terms and conditions contained herein, to make certain financial commitments to Wakefern; NOW, THEREFORE, for and in consideration of the premises and the mutual promises and covenants hereinafter contained, Wakefern and the Stockholders hereby agree as follows: 1. COMMITMENT TO PARTICIPATE 1.1. Minimum Patronization Requirement. Each Stockholder, during the term of this Agreement (the "Term"), shall purchase from Wakefern, during each quarter of each fiscal year of Wakefern, at least 85% of such Stockholder's purchases for each of such Stockholder's stores in each of Wakefern's product categories listed on Schedule 2(A) hereto (the "Product Categories"), as the same may be amended from time to time by the Board of Directors of Wakefern (the "Products") and all programs listed on Schedule 2(B) hereto as mandated by the Board of Directors of Wakefern, as the same may be amended from time to time by the Board of Directors of Wakefern (the "Programs"), upon such terms and conditions as to price and delivery as shall be established by Wakefern from time to time. Such purchase and participation commitments shall be called the "minimum patronization requirement." 1.2. Binding Effect. The minimum patronization requirement shall be binding upon all the Stockholders with respect to all supermarkets, food stores and/or grocery stores now or hereafter operated by each such Stockholder, or by any entity or entities with which such Stockholder is affiliated, and that are serviced by Wakefern at site locations approved by

Stockholders Agreement as of 03.10.16 42905-1 3 Wakefern in the manner provided in the By-Laws of Wakefern as the same may be amended from time to time. 1.3 Reports. On or prior to 120 days after the close of each fiscal year of each Stockholder, such Stockholder shall furnish to Wakefern a report showing the dollar amount of such Stockholder's total purchases of the Products in each of Wakefern's product categories and the items included in Wakefern's board mandated Programs purchased from any source for such Stockholder's most recent fiscal year. Upon the written request of Wakefern, a Stockholder shall furnish to Wakefern within 45 days after the close of the fiscal quarter of the Stockholder for which such request is made a report showing the dollar amount of such Stockholder's total purchases of the Products in each of Wakefern's product categories and the items included in Wakefern's board mandated Programs purchased from any source for the Stockholder's fiscal quarter then ended. Each such report shall be subject to review, at the option of Wakefern, by Wakefern's regular independent public accountants. 2. FAILURE TO OBSERVE MINIMUM PATRONIZATION REQUIREMENT; WITHDRAWALS; SALE OF A STORE; SALE OF STOCKHOLDER TO WAKEFERN; RIGHT OF FIRST REFUSAL The Stockholders and Wakefern acknowledge and agree that (a) the failure of one or more Stockholders to observe the minimum Patronization requirement; (b) the Withdrawal (as hereinafter defined) of one or more Stockholders from Wakefern; or (c) the Sale of a Store (as hereinafter defined), will have the effect of increasing the financial burden of all the Stockholders with respect to meeting the financial obligations Wakefern is to assume under its capital expenditure program. Accordingly, each Stockholder agrees as follows: 2.1. Failure to Observe Minimum Patronization Requirement. If a Stockholder fails to meet or refuses to comply with the minimum patronization requirement set forth in Section 1.1

Stockholders Agreement as of 03.10.16 42905-1 4 hereof, such defaulting Stockholder shall be required to pay to Wakefern in cash within 10 days after demand therefore, an amount calculated pursuant to the provisions of Schedule 3 hereto; provided, however, that such payment may be waived, in whole or in part, by an affirmative vote of at least 12 members of the Board of Directors of Wakefern. Such payment obligation may be imposed on a defaulting Stockholder irrespective of the reason that such Stockholder ceases to meet the minimum patronization requirement (other than by, and to the extent of, "force majeure" as hereinafter defined or if an exemption therefrom exists under this Agreement), including, without limitation, by reason of change in control or other disposition of all or a part of such Stockholder's business. The imposition of such payment obligation on such Stockholder shall be binding and conclusive on such Stockholder unless waived pursuant to the provisions contained in Section 2.1. As used herein, "force majeure" shall mean the inability of a Stockholder to purchase Products from Wakefern by reason of events or contingencies beyond such Stockholder's reasonable control including, but not limited to, fire, flood, explosion, sabotage, other natural or made disaster, act of any government, labor dispute, lack of shipping facilities or, without limiting the foregoing, any other circumstance that could not have been avoided with reasonable care. The determination of what constitutes "force majeure" shall be made by the Board of Directors of Wakefern, in its sole discretion. 2.2. Notice of Withdrawals; Withdrawal Payment. Each Stockholder agrees to give Wakefern at least thirty (30) days' prior written notice of the happening of any of the following events (each a "Withdrawal"): (i) a sale or other disposition for value of all or substantially all ShopRite supermarket business of such Stockholder in a single transaction or series of related transactions; or (ii) the merger or consolidation of such Stockholder with or into another entity (irrespective of whether such Stockholder is the surviving or disappearing entity); or

Stockholders Agreement as of 03.10.16 42905-1 5 (iii) the transfer of, or any transaction or series of transactions that have the effect of transferring, a "controlling interest" in such Stockholder (for purposes hereof, a "controlling interest" in such Stockholder shall mean such interest as confers on the holder thereof the power to direct or cause the direction of the management and policies of such Stockholder). Except as provided in Section 2.4 hereof, upon the occurrence of a Withdrawal prior to the expiration of the Term, such Stockholder shall pay to Wakefern an amount calculated pursuant to the provisions of Schedule 4 hereto the ''Withdrawal Payment." Upon payment of the Withdrawal Payment and the payment and discharge of all obligations of such Stockholder incurred hereunder prior to the date of such Withdrawal Payment, such Stockholder shall thereafter have no further obligation under this Agreement. However, such discharge shall in no way affect the obligations of such Stockholder to Wakefern or any affiliate of Wakefern arising under any other agreement or in connection with any transaction or relationship of such Stockholder with Wakefern or such affiliate. 2.3 Notice of Sale of Store; Sale of a Store Payment. (a) Each Stockholder agrees to give Wakefern at least thirty (30) days' prior written notice of the happening of the following event (a "Sale of a Store"): a sale or other disposition (including, without limitation, the closing of a store) other than a Withdrawal, whether by merger, consolidation, sale of capital stock, sale of assets or otherwise, of a supermarket, food or grocery store (a "Store") owned, operated or controlled by such Stockholder, which Store is being serviced by Wakefern. Except as provided in Sections 2.3(b) and (c) or Section 2.4 hereof, upon the occurrence of a Sale of a Store prior to the expiration of the Term, such Stockholder shall pay to Wakefern at the end of each fiscal year thereafter until the earlier to occur of (i) the tenth anniversary of Sale of a Store and (ii) the expiration of the Term, commencing with the fiscal year in which such Sale of a Store occurs, an amount calculated pursuant to the provisions of Schedule 3 hereto (the "Sale of a Store Payment"). If a Stockholder shall be due any payment by Wakefern pursuant to

Stockholders Agreement as of 03.10.16 42905-1 6 Wakefern's Investment Policy as a result of a Sale of a Store, Wakefern may first apply any such amount due such Stockholder to satisfy such Stockholder's indebtedness to Wakefern in respect of any unpaid obligations under notes of such Stockholder pursuant to Wakefern's Investment Policy. Upon payment of all of the Sale of a Store Payments required hereunder and the payment and discharge of all obligations of the Stockholder incurred hereunder prior to the date of such Sale of a Store Payment, such Stockholder shall thereafter have no further obligation to Wakefern under this Agreement with respect to such Store sold. However, such discharge shall in no way affect the obligations of such Stockholder to Wakefern or any affiliate of Wakefern arising under any other agreement or in connection with any transaction or relationship of such Stockholder with Wakefern or such affiliate. (b) Such Stockholder shall not be obligated to make any Sale of a Store Payments if (i) the Store sold in such Sale of a Store (a "Sale of an Underfacilitated Store") has not made a profit for the fiscal year immediately preceding such Sale of a Store and if such Store either (x) has a sales area of less than 20,000 square feet or (y) for the twelve month period immediately preceding such Sale of a Store has average weekly sales of less than $300,000 (an "Underfacilitated Store"); provided, however, that before any Stockholder may effect a Sale of an Underfacilitated Store, such Stockholder must first comply with the provisions of Section 2.7, or (ii) for each year in which the volume of purchases of the Products in each of the Product Categories and Programs by all the ShopRite Stores owned by the affected Stockholder (exclusive of the volume of purchases of the Products incurred as a result of the acquisition of ShopRite Stores from other members of Wakefern during the year in which such Store is sold or during subsequent years to the extent of the volume of purchases for such acquired Stores during the year in which such affected Store is sold the "Purchase Volume" for such year), equals or

Stockholders Agreement as of 03.10.16 42905-1 7 exceeds the "minimum patronization requirement" of such Stockholder (assuming the affected Store had not been sold) for the fiscal year for which such Sale of a Store Payment is to be effected. For the purposes of the calculations specified in this Section 2.3(b) and Section 2.3(c) below, the "minimum patronization requirement" of a Store sold is the "minimum patronization requirement" for such Store for the fiscal year immediately preceding such sale. (c) Notwithstanding anything to the contrary contained in Section 2.3(a) above, if for any year the Purchase Volume of a Stockholder for any year subsequent to the Sale of a Store is less than the "minimum patronization requirement" of such Stockholder (assuming such Store had not been sold) the amount of such deficiency hereinafter referred to as the "Shortfall" but is greater than the "minimum patronization requirement" of such Stockholder for all Stores other than such sold Store, then the Sale of a Store Payment to be made by such Stockholder hereunder for such year shall be reduced to a fraction thereof, the numerator of which is the Shortfall, and the denominator of which is the "minimum patronization requirement" for such sold Store. 2.4 Qualified Successor. Notwithstanding the foregoing provisions of this Section 2, if the purchaser acquiror or successor in any Withdrawal or Sale of a Store is a "qualified successor" (as hereinafter defined), such Stockholder, upon completion of the Withdrawal or Sale of a Store described in said notice, shall be relieved of all obligations under this Agreement with respect to such Withdrawal or Sale of a Store arising at the time of or immediately after the date of completion of such Withdrawal or Sale of a Store. For purposes of this Section 2.4, the term "qualified successor" shall mean Wakefern, a direct or indirect wholly owned subsidiary of Wakefern or any person, firm or corporation that agrees in writing to be bound by all the provisions of this Agreement and the By-Laws of Wakefern as in effect from time to time, is financially sound (as determined by the Board of Directors of Wakefern) and that is neither

Stockholders Agreement as of 03.10.16 42905-1 8 directly nor indirectly (a) an operator or owner of a chain of 25 or more supermarkets, other than ShopRite supermarkets, in the United States, or (b) an owner or operator of one or more supermarkets, other than ShopRite supermarkets, in any of the States of New York, New Jersey, Pennsylvania, Delaware, Maryland, Virginia, Connecticut Massachusetts, Rhode Island, Vermont, New Hampshire or Maine, or in Washington, D.C. 2.5 Implementation of Withdrawal Payment and Sale of a Store Payment. The implementation and mechanics of payment of the Withdrawal Payment and the Sale of a Store Payment shall be determined by the Board of Directors of Wakefern in its sole discretion. The Withdrawal Payment may be waived, in whole or in part, by an affirmative vote of at least two- thirds 2/3 of the members of the Board of Directors of Wakefern, but in no event less than twelve members of such board. 2.6 [INTENTIONALLY OMITTED] 2.7 Right of First Refusal. (a) Any Stockholder desiring to effect the Sale of an Underfacilitated Store to a non- qualified successor in a bona fide transaction shall first offer to sell such Underfacilitated Store to Wakefern at the same price and on the same terms and conditions as those proposed in the transaction between such Stockholder and such purchaser, provided that if such Underfacilitated Store is not to be disposed of for value (a "Section 2.7(c) Sale"), then Wakefern shall have the right to purchase such Underfacilitated Store at its "fair value" (determined in accordance with subsection 2.7(c) below). Each such offer shall be made by written notice to Wakefern, which notice shall provide full details of the proposed sale, including the identity of the proposed purchaser (the "Notice"). Wakefern shall have a period (the "Offering Period") of thirty (30) days or, in the case of a Section 2.7(c) Sale, thirty-five 35 days, in which to accept the offer,

Stockholders Agreement as of 03.10.16 42905-1 9 which acceptance must be in writing (the "Acceptance"). The selling Stockholder shall cooperate fully with Wakefern by making available to Wakefern, upon reasonable notice, during regular business hours, its books, records, assets and properties for examination (b) In the event that Wakefern declines to purchase such Underfacilitated Store during the Offering Period, the Stockholder shall have the right, subject to compliance with all other provisions of this Agreement, including those set forth in this Section 2.3(b) hereof, and all other agreements or rules by which the Stockholder is bound including, without limitation, the By- Laws of Wakefern, to dispose of such Underfacilitated Store upon the terms and conditions (including the price, if any) so stated in the Notice in a bona fide transaction during the thirty (30) day period commencing on the earlier to occur of (i) Wakefern's rejection by written notice to the Stockholder of such Stockholder's offer, or (ii) the Offering Period expires without Wakefern responding to such Stockholder's offer. If such Underfacilitated Store is not disposed of within such thirty (30) day period, then such Underfacilitated Store shall once again be subject to the rights of first refusal set forth in this Section 2.7. (c) For purposes of Section 2.7(a), "fair value" of an Underfacilitated Store shall be determined as follows: Within ten (10) days of the date of delivery of the Notice, Wakefern shall appoint one investment banking firm (the "independent investment banking firm") from among the investment banking firms listed on Schedule 5 hereto (or any other investment banking firm agreed to by the selling Stockholder). Within twenty (20) days after such appointment, the independent investment banking firm shall determine the fair value of the Underfacilitated Store, without taking into account any third party offer made for such Underfacilitated Store and without giving effect to this Agreement. Wakefern shall pay the fee of the independent investment banking firm. The selling Stockholder shall cooperate fully with the independent

Stockholders Agreement as of 03.10.16 42905-1 10 investment banking firm by making available to such firm, upon reasonable notice, during normal business hours, its books, records, assets and properties for examination. In the case of a Section 2.7(c) Sale, not later than ten 10 days following its delivery of the Acceptance, Wakefern shall consummate its purchase of the Underfacilitated Store for a purchase price equal to the fair value determined in accordance with this subsection 2.7(c). Wakefern shall have the right to pay the purchase price in any combination of cash, debt and securities designated by it (the debt or securities so issued shall be (i) redeemable for cash at the option of Wakefern, (ii) negotiable instruments (as such term is defined in the Uniform Commercial Code) and (iii) redeemable for cash at the option of such Stockholder at any time after the second anniversary of the issuance thereof), provided that the aggregate consideration paid by Wakefern is in the opinion of the independent investment banking firm equal in value to the all cash purchase price 3. MISCELLANEOUS 3.1. Effectiveness of Agreement. This Agreement shall become effective upon (i) the approval by the Board of Directors of Wakefern of this Agreement and (ii) the execution of counterpart copies hereof by the Stockholders whose supermarket operations in the aggregate accounted for 75% or more of Wakefern's total sales of Products during Wakefern's fiscal year ended September 27, 1986. In the event that both of said conditions shall not have been fulfilled prior to October 1, 1987, this Agreement shall be null and void and without force or effect. 3.2 Successors and Assigns; New Stockholders. This Agreement shall inure to the benefit of and shall be binding upon the heirs, executors, personal representatives, successors and assigns of each of the parties hereto. Each new holder of Class B or Class C Stock of Wakefern, as a condition precedent to becoming a holder of such Stock shall be required to execute a counterpart of this Agreement, in which case references herein to a "Stockholder" or "Stockholders" shall include such new stockholder. The provisions of this Agreement shall not

Stockholders Agreement as of 03.10.16 42905-1 11 be binding upon any member-stockholder of Wakefern that does not become a party hereto as a Stockholder. 3.3. Governing Law. This Agreement shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of New Jersey. 3.4 Entire Agreement. From and after October 4, 1987, this Agreement shall constitute the entire understanding among the parties hereto with respect to the subject matter hereof and shall supersede the Stockholders' Agreements by and among Wakefern and certain of its members dated July 2, 1979 and July 6, 1983 (the "Prior Agreements"). The rights and obligations of Wakefern under each of the Prior Agreements shall not be altered or impaired hereby with respect to any member of Wakefern who does not become a party to this Agreement. This Agreement may not be changed or amended, nor any of its provisions waived, discharged or terminated, except by an agreement in writing signed by the Stockholders whose supermarket operations in the aggregate accounted for 75% or more of Wakefern's total sales of the Products to Stockholders who are parties to this Agreement during the fiscal year of Wakefern immediately preceding the date as of which such change, amendment, waiver, discharge or termination is to be effectuated. 3.5. Section Headings. The section headings of this Agreement are for convenience of reference only and shall not limit or define the text hereof. 3.6. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement among Wakefern and all the Stockholders. 3.7 Notices. All notices to any party hereto required to be given under this Agreement shall be in writing and sent, by first-class registered

Stockholders Agreement as of 03.10.16 42905-1 12 or certified mail, postage prepaid, if to Wakefern, at its principal executive offices (attention of the President) and if to any Stockholder or any shareholder of any Stockholder, at. the address of such Stockholder set forth on Schedule 1 hereto. 3.8. Term of Agreement. This Agreement, and the rights and obligations of the parties hereto contained herein, shall remain in full force and effect until the Termination Date (as hereinafter defined). For purposes hereof, the "Termination Date" shall mean the date which is the tenth anniversary of the date (hereinafter the "Determination Date") on which the Company receives written notice signed by the Requisite Stockholders (as hereinafter defined) requesting that this Agreement be terminated pursuant to this Section 3.8. For purposes hereof, the term "Requisite Stockholders" shall mean a Stockholder or group of Stockholders whose supermarket operations, in the aggregate, accounted for at least 75% of Wakefern's total sales of the Products during the most recent fiscal year of Wakefern ended prior to the Determination Date to Stock- holders who are parties to this Agreement on the Determination Date.

Stockholders Agreement as of 03.10.16 42905-1 13 IN WITNESS WHEREOF, Wakefern and each of the Stockholders have caused this Agreement to be duly executed as of the date first above written. WAKEFERN FOOD CORP. By: Joseph M. Sheridan President & COO By: (Duly authorized officer or partner of Stockholder) DATED AND EFFECTIVE AS OF: ______________________________

Stockholders Agreement as of 03.10.16 42905-1 14 WAKEFERN FOOD CORP. STOCKHOLDERS SCHEDULE 1 AJS Supermarkets, LLC Ammons Supermarkets, LLC Berat Corporation Bracey’s Supermarket, Inc. Brookdale ShopRite, Inc. Brown’s Super Stores, Inc. Buonadonna Shop Rite, LLC Colligas Family Markets, LP Collins Family Markets, Inc. Cowhey Family Supermarket, LP Cuellar, LLC Delaware Supermarkets, Inc. Drust Markets, LLC Five Star Supermarkets of Norwich, Inc. Food Parade, Inc. Fresh Grocer Holdings, LLC Gallagher Family Markets, LLC Glass Gardens, Inc. GMS Zallie Holdings, Inc. Grade A Markets, Inc. Inserra Supermarkets, Inc. Janson Supermarkets, LLC Joseph Family Markets, LLC K Thompson Foods LLC Kearny Shop-Rite, Inc. Kinsley’s Market of Tannersville, Inc. Klein’s Tower Plaza, Inc. KMLT, LLC KRE Incorporated KTM Supermarkets, Inc. Little Falls ShopRite Supermarkets, Inc. Milford Markets, Inc. Miller Farms Family Markets, LLC Nutley Park Shop Rite, Inc. Perlmart, Inc. Richard J. McMenamin, Inc. Ronetco Supermarkets, Inc. Saker ShopRites, Inc. Shop-Rite of Carteret, Inc. ShopRite of Hunterdon County, Inc. ShopRite of Lincoln Park, Inc. ShopRite of Oakland, Inc. ShopRite of Waterbury, LLC Somerset Stores, LLC Sunrise ShopRite, Inc. Supermarkets of Cherry Hill, Inc. Village Super Market, Inc. Waverly Markets, LLC 4977, LLC

Stockholders Agreement as of 03.10.16 42905-1 15 03/10/16 Corp/Sched 1 SCHEDULE 2 PART A PARTICIPATION REQUIREMENTS – PRODUCT CATEGORIES APPETIZING BAKERY DAIRY DELI EGGS FROZEN FOOD GENERAL MERCHANDISE FULL SERVICE PROGRAMS ENERAL MERCHANDISE GROCERY HABA FUL SERVICE PROGRAMS HABA ICE CREAM ICE CUBES MEAT PHARMACY PRODUCE SEAFOOD SPECIALTY GOURMET & NATURAL FOODS TOBACCO 03/10/16

Stockholders Agreement as of 03.10.16 42905-1 16 SCHEDULE 2 PART B ShopRite Milk Program (where available) Non-Union Retail Medical Insurance General Liability Insurance Program Greeting Cards Magazines Front End Systems 03/10/16

Stockholders Agreement as of 03.10.16 42905-1 17 SCHEDULE 3 In respect of a Stockholder’s minimum patronization requirement for Wakefern’s Products, the amount to be paid to Wakefern in the event of default under Section 2.1 or in the event of a Sale of a Store pursuant to Section 2.3 shall be the difference between the amount of minimum patronization revenues each store should have generated had each store complied with the minimum patronization requirement for each of the categories included in Schedule 2 and the amount of the actual purchases made by each store from Wakefern multiplied by the Profit Contribution factor as contained in the approved Profit Plan of Wakefern for the applicable fiscal year. In respect of a Stockholder’s minimum patronization requirement for Programs mandated by Wakefern’s board of directors, the amount to be paid to Wakefern in the event of default under Section 2.1 shall be determined on an individual program basis by the board of directors of Wakefern. 03/10/16

Stockholders Agreement as of 03.10.16 42905-1 18 SCHEDULE 4 The amount to be paid to Wakefern upon the happening of a Withdrawal pursuant to Section 2.2 shall equal the sum of each amount obtained when (a) the net present value (assuming the prime rate of interest as then in effect at the First Fidelity Bank of Newark, New Jersey) of the “minimum participation requirements” for each of the product categories for the store or stores so sold or withdrawn over the number of years equal to the lesser of (i) ten and (ii) if the Requisite Stockholders have given notice pursuant to Section 3.8 requesting that this Agreement be terminated, the number of years (including the year in which the sale or withdrawal occurs) remaining in the Term, is multiplied by (b) the respective Profit Contribution factor for each of the product categories as contained in the approved Profit Plan of Wakefern for the year in which the sale occurs. For purposes of this Schedule 4, “minimum participation requirements” shall mean the minimum patronization requirements for each of the product categories for such store or stores so sold or withdrawn for the completed fiscal year prior to the year in which the sale or withdrawal occurs. 03/10/16

Stockholders Agreement as of 03.10.16 42905-1 19 SCHEDULE 5 INVESTMENT BANKING FIRMS Goldman Sachs Group, Inc. Bank of America Corporation Lazard Ltd. Prudential Financial, Inc. Morgan Stanley UBS, AG. J. P. Morgan Chase & Co. Citigroup Inc. 03/10/16

Exhibit 14

VILLAGE SUPER MARKET, INC .

CODE OF ETHICS

In my role as a Director of Village Super Market, Inc., I recognize that I hold an important and elevated role in corporate governance. I am uniquely capable and empowered to ensure that stakeholders’ interests are appropriately balanced, protected and preserved. Accordingly, this Code provides principles to which I am expected to adhere and advocate. The Code embodies rules regarding individual and peer responsibilities, as well as responsibilities to the company, the public and other stakeholders.

I certify to you that I adhere to and advocate the following principles and responsibilities governing my professional and ethical conduct.

To the best of my knowledge and ability:



1.	I act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships.

2.	I provide constituents with information that is accurate, complete, objective, relevant, timely and understandable.

3.	I comply with rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies.

4.	I act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing my independent judgment to be subordinated.

5.	I respect the confidentiality of information acquired in the course of my work except when authorized or otherwise legally obligated to disclose. Confidential information acquired in the course of my work is not used for personal advantage.

6.	I share knowledge and maintain skills important and relevant to my constituents’ needs.

7.	I proactively promote ethical behavior as a responsible partner among peers in my work environment and community.

8.	I achieve responsible use of and control over all assets and resources employed or entrusted to me.

9.	In addition, I comply with all aspects of the Village Super Market, Inc. Code of Conduct.

10.	I also agree that, if I should become aware of any violation of law or of this code by the Company or anyone acting on behalf of the Company, it is my responsibility to report the violation promptly to the Company's Chief Financial Officer, General Counsel, Chief Executive Officer or the Audit Committee whistleblower hotline, as appropriate. I understand that although the Company seeks to address any such matters internally, nothing in this Code prevents me from reporting any illegal activity to the appropriate legal authority. I also understand that the Company will not discriminate or retaliate against me if I in good faith report such violation, and that I will not discriminate or retaliate against other employees who report violations. Further, I understand that this Code does not prohibit me from testifying or otherwise participating in any proceeding or investigation that may follow.

11.	I acknowledge that violations of this code may subject me to disciplinary action, which could include termination.

Exhibit 21

SUBSIDIARIES OF REGISTRANT

The Company has four wholly-owned subsidiaries at July 29, 2017. Village Super Market of PA, LLC is organized under the laws of Pennsylvania. Village Super Market of NJ, LP and Hanover and Horsehill Development, LLC are organized under the laws of New Jersey. Village Super Market of Maryland, LLC is organized under the laws of Maryland.

The financial statements of all subsidiaries are included in the Company’s consolidated financial statements.

Exhibit 23

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Village Super Market, Inc.:

We consent to the incorporation by reference in the Registration Statements (No. 333-216866, No. 333-172673 and No. 333-57315) on Form S-8 of Village Super Market, Inc. of our report dated October 12, 2017, with respect to the consolidated balance sheets of Village Super Market, Inc. and subsidiaries as of July 29, 2017 and July 30, 2016, and the related consolidated statements of operations, comprehensive income, shareholders' equity, and cash flows for the years ended July 29, 2017, July 30, 2016 and July 25, 2015, and the effectiveness of internal control over financial reporting as of July 29, 2017, which report appears in the July 29, 2017 annual report on Form 10-K of Village Super Market, Inc.



	/s/ KPMG LLP
	Short Hills, New Jersey
	October 12, 2017

Exhibit 31.1

CERTIFICATIONS

I, James Sumas, certify that:

1. I have reviewed this annual report on Form 10-K of Village Super Market, Inc.

2. Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a. all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



	/s/ James Sumas
	James Sumas
	Chief Executive Officer and
	Chairman of the Board
	October 12, 2017

Exhibit 31.2

CERTIFICATIONS

I, John L. Van Orden, certify that:

1. I have reviewed this annual report on Form 10-K of Village Super Market, Inc.

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



	/s/ John L. Van Orden
	John L. Van Orden
	Chief Financial Officer
	October 12, 2017

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Village Super Market, Inc. (the “Company”) on Form 10-K for the period ended July 29, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James Sumas certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



	/s/ James Sumas
	James Sumas
	Chief Executive Officer and
	Chairman of the Board
	October 12, 2017

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Village Super Market, Inc. (the “Company”) on Form 10-K for the period ended July 29, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John Van Orden certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



	/s/ John L. Van Orden
	John L. Van Orden
	Chief Financial Officer
	October 12, 2017

v3.8.0.1

Document and Entity Information - USD ($)
$ in Millions
12 Months Ended

Jul. 29, 2017

Oct. 12, 2017

Entity Registrant Name VILLAGE SUPER MARKET INC

Entity Central Index Key 0000103595

Current Fiscal Year End Date --07-29

Entity Filer Category Accelerated Filer

Document Type 10-K

Document Period End Date Jul. 29, 2017

Document Fiscal Year Focus 2017

Document Fiscal Period Focus FY

Amendment Flag false

Entity Well-known Seasoned Issuer No

Entity Voluntary Filers No

Entity Current Reporting Status Yes

Class A Common Stock

Entity Common Stock, Shares Outstanding (in shares) 10,078,689

Entity Public Float $ 211.8

Class B Common Stock

Entity Common Stock, Shares Outstanding (in shares) 4,303,748

Entity Public Float $ 0.7

v3.8.0.1

CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands

Jul. 29, 2017

Jul. 30, 2016

Current Assets

Cash and cash equivalents $ 87,435 $ 88,379

Merchandise inventories 41,852 42,011

Patronage dividend receivable 12,655 13,185

Due from Related Parties, Current 22,118 0

Income taxes receivable 1,742 0

Other current assets 15,670 16,259

Total current assets 181,472 159,834

Notes receivable from Wakefern 22,562 42,735

Property, equipment and fixtures, net 204,440 201,470

Investment in Wakefern 27,093 26,467

Goodwill 12,057 12,057

Other assets 7,601 7,691

Total assets 455,225 450,254

Current Liabilities

Capital and financing lease obligations 652 514

Notes payable to Wakefern 292 341

Accounts payable to Wakefern 59,556 59,186

Accounts payable and accrued expenses 17,279 17,240

Accrued wages and benefits 17,810 16,313

Income taxes payable 604 5,702

Total current liabilities 96,193 99,296

Long-term debt

Capital and financing lease obligations 42,532 43,184

Notes payable to Wakefern 114 377

Total long-term debt 42,646 43,561

Pension and Other Postretirement Defined Benefit Plans, Liabilities, Noncurrent 15,194 26,740

Other liabilities 14,372 8,922

Commitments and Contingencies

Shareholders' Equity

Preferred stock, no par value: Authorized 10,000 shares, none issued 0 0

Retained earnings 244,308 234,175

Accumulated other comprehensive loss (7,406) (13,339)

Total shareholders’ equity 286,820 271,735

Total liabilities and shareholders' equity 455,225 450,254

Class A Common Stock

Shareholders' Equity

Common stock 57,852 55,196

Less treasury stock, Class A, at cost: 477 shares at July 29, 2017 and 353 shares at July 30, 2016 (8,633) (4,998)

Class B Common Stock

Shareholders' Equity

Common stock $ 699 $ 701

v3.8.0.1

CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares

Jul. 29, 2017

Jul. 30, 2016

Preferred stock shares authorized (in shares) 10,000,000 10,000,000

Preferred stock shares issued (in shares) 0 0

Class A Common Stock

Common stock shares authorized (in shares) 20,000,000 20,000,000

Common stock shares issued (in shares) 10,562,000 10,192,000

Treasury stock shares (in shares) 477,000 343,000

Class B Common Stock

Common stock shares authorized (in shares) 20,000,000 20,000,000

Common stock shares issued (in shares) 4,304,000 4,319,000

Common Stock, Shares, Outstanding 4,319,000 4,319,000

v3.8.0.1

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
$ in Thousands
12 Months Ended

Jul. 29, 2017

Jul. 30, 2016

Jul. 25, 2015

Sales $ 1,604,574 $ 1,634,904 $ 1,583,789

Cost of sales 1,167,863 1,189,874 1,150,674

Gross profit 436,711 445,030 433,115

Operating and administrative expense 371,495 376,601 366,254

Depreciation and amortization 24,482 24,101 23,330

Operating income 40,734 44,328 43,531

Interest expense (4,452) (4,495) (4,535)

Interest income 2,841 2,506 2,399

Income before income taxes 39,123 42,339 41,395

Income taxes 16,202 17,295 10,775

Net income $ 22,921 $ 25,044 $ 30,620

Class A Common Stock

Net income per share:

Basic (in dollars per share) $ 1.80 $ 1.98 $ 2.44

Diluted (in dollars per share) 1.60 1.77 2.16

Class B Common Stock

Net income per share:

Basic (in dollars per share) 1.16 1.29 1.58

Diluted (in dollars per share) $ 1.16 $ 1.29 $ 1.58

v3.8.0.1

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)
$ in Thousands
12 Months Ended

Jul. 29, 2017

Jul. 30, 2016

Jul. 25, 2015

Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract]

Net income $ 22,921 $ 25,044 $ 30,620

Other comprehensive income (loss):

Other Comprehensive Income (Loss), Curtailment Gain, Net of Tax 0 10,616 0

Other Comprehensive Income (Loss), Finalization of Pension and Other Postretirement Benefit Plan Valuation, Net of Tax 571 0 (189)

Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Gain (Loss), Net of Tax (794) (892) (768) ^[1]

Pension adjustment to funded status, net of tax ^[2] 4,568 (7,973) (4,988)

Total other comprehensive income (loss) 5,933 3,535 (4,409)

Comprehensive income $ 28,854 $ 28,579 $ 26,211

[1] Amounts are net of tax of $549, $612 and $527 for 2017, 2016 and 2015, respectively.

[2] Amounts are net of tax of $3,106, $5,478 and $3,429 for 2017, 2016 and 2015, respectively.

v3.8.0.1

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (Parentheticals) - USD ($)
$ in Thousands
12 Months Ended

Jul. 29, 2017

Jul. 30, 2016

Jul. 25, 2015

Statement of Comprehensive Income [Abstract]

Tax of amortization of pension actuarial loss $ 549 $ 612 $ 527

Tax (expense) benefit of pension adjustment to funded status (3,106) $ (5,478) (3,429)

Other Comprehensive Income (Loss), Finalization of Pension and Other Postretirement Benefit Plan Valuation, Tax $ 394 $ 130

v3.8.0.1

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND COMPREHENSIVE INCOME PARENTHETICAL - USD ($)
$ in Thousands
12 Months Ended

Jul. 29, 2017

Jul. 30, 2016

Jul. 25, 2015

Statement of Stockholders' Equity [Abstract]

Tax expense (benefit) associated with other comprehensive loss and income $ (4,049) $ (2,422) $ 3,032

v3.8.0.1

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
12 Months Ended

Jul. 29, 2017

Jul. 30, 2016

Jul. 25, 2015

CASH FLOWS FROM OPERATING ACTIVITIES

Net income $ 22,921 $ 25,044 $ 30,620

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 24,482 24,101 23,330

Non-cash share-based compensation 3,134 3,195 3,169

Deferred taxes 2,279 (70) 14,841

Provision to value inventories at LIFO (112) (171) 124

Changes in assets and liabilities:

Merchandise inventories 271 3,932 (1,202)

Patronage dividend receivable 530 (354) 92

Accounts payable to Wakefern 370 849 (5,372)

Accounts payable and accrued expenses 111 (1,389) 1,329

Accrued wages and benefits 1,497 1,196 (3,739)

Income taxes receivable / payable (7,957) 8,819 (47,539)

Other assets and liabilities (1,373) (1,051) 1,815

Net cash provided by operating activities 46,153 64,101 17,468

CASH FLOWS FROM INVESTING ACTIVITIES

Capital expenditures (27,726) (19,971) (23,517)

Proceeds from Sale of Property, Plant, and Equipment 0 919 0

Investment in notes receivable from Wakefern (1,945) (1,314) (823)

Net cash used in investing activities (29,671) (20,366) (24,340)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from exercise of stock options 812 813 2,392

Excess tax benefit related to share-based compensation 83 28 436

Principal payments of long-term debt (1,452) (1,625) (1,691)

Dividends (12,788) (12,634) (12,577)

Treasury stock purchases (4,081) (978) 0

Net cash used in financing activities (17,426) (14,396) (11,440)

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (944) 29,339 (18,312)

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 88,379 59,040 77,352

CASH AND CASH EQUIVALENTS, END OF YEAR 87,435 88,379 59,040

SUPPLEMENTAL DISCLOSURES OF CASH PAYMENTS MADE FOR:

Interest 4,452 4,495 4,446

Income taxes $ 21,590 $ 8,518 $ 43,038

v3.8.0.1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
12 Months Ended

Jul. 29, 2017

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of operations

Village Super Market, Inc. (the “Company” or “Village”) operates a chain of 29 ShopRite supermarkets in New Jersey, eastern Pennsylvania and Maryland. The Company is a member of Wakefern Food Corporation ("Wakefern"), the nation's largest retailer-owned food cooperative and owner of the ShopRite name. This relationship provides Village many of the economies of scale in purchasing, distribution, private label products, advanced retail technology, marketing and advertising associated with chains of greater size and geographic coverage.

Principles of consolidation

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

Certain amounts have been reclassified in the fiscal 2015 consolidated statement of comprehensive income to conform to the fiscal 2017 presentation.

Fiscal year

The Company and its subsidiaries utilize a 52-53 week fiscal year ending on the last Saturday in the month of July. Fiscal 2017 and 2015 contain 52 weeks. Fiscal 2016 contains 53 weeks.

Use of estimates

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

Industry segment

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

Revenue recognition

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

Cash and cash equivalents

The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. Included in cash and cash equivalents are proceeds due from credit and debit card transactions, which typically settle within five business days, of $7,641 and $7,534 at July 29, 2017 and July 30, 2016, respectively. Included in cash and cash equivalents at July 29, 2017 and July 30, 2016 are $60,037 and $63,609, respectively, of demand deposits invested at Wakefern at overnight money market rates.

Merchandise inventories

Approximately 65% of merchandise inventories are stated at the lower of LIFO (last-in, first-out) cost or market. If the FIFO (first-in, first-out) method had been used, inventories would have been $14,410 and $14,522 higher than reported in fiscal 2017 and 2016, respectively. All other inventories are stated at the lower of FIFO cost or market.

Vendor allowances and rebates

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

Property, equipment and fixtures

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

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

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

Investments

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

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

Store opening and closing costs

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

Leases

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

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

Advertising

Advertising costs are expensed as incurred. Advertising expense was $11,824, $11,644 and $11,121 in fiscal 2017, 2016 and 2015, respectively.

Income taxes

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

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

Fair value

Fair value is defined as the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that should be determined using assumptions that market participants would use in pricing an asset or liability. The fair value guidance establishes a three-level hierarchy to prioritize the inputs used in measuring fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities in active markets observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability.

Cash and cash equivalents, patronage dividend receivable, income taxes receivable/payable, accounts payable and accrued expenses are reflected in the consolidated financial statements at carrying value, which approximates fair value because of the short-term maturity of these instruments. The carrying values of the Company’s notes receivable from Wakefern approximate their fair value as interest is earned at variable market rates. As the Company’s investment in Wakefern can only be sold to Wakefern at amounts that approximate the Company’s cost, it is not practicable to estimate the fair value of such investment.

Long-lived assets

The Company reviews long-lived assets, such as property, equipment and fixtures on an individual store basis for impairment when circumstances indicate the carrying amount of an asset group may not be recoverable. Such review analyzes the undiscounted estimated future cash flows from such assets to determine if the carrying value of such assets are recoverable from their respective cash flows. If impairment is indicated, it is measured by comparing the fair value of the long-lived assets to their carrying value.

Goodwill

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

Net income per share

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

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

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

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

2017

2016

2015

Class A

Class B

Class A

Class B

Class A

Class B
Numerator:

Net income allocated, basic
$
17,354

$
5,025

$
18,967

$
5,563

$
23,050

$
6,885

Conversion of Class B to Class A shares
5,025

—

5,563

—

6,885

—

Effect of share-based compensation on allocated net income
25

(4
)

—

(3
)

46

(23
)
Net income allocated, diluted
$
22,404

$
5,021

$
24,530

$
5,560

$
29,981

$
6,862

Denominator:

Weighted average shares outstanding, basic
9,663

4,314

9,567

4,319

9,459

4,353

Conversion of Class B to Class A shares
4,314

—

4,319

—

4,353

—

Dilutive effect of share-based compensation
27

—

—

—

48

—

Weighted average shares outstanding, diluted
14,004

4,314

13,886

4,319

13,860

4,353

Net income per share is as follows:

2017

2016

2015

Class A

Class B

Class A

Class B

Class A

Class B
Basic
$
1.80

$
1.16

$
1.98

$
1.29

$
2.44

$
1.58

Diluted
$
1.60

$
1.16

$
1.77

$
1.29

$
2.16

$
1.58

Outstanding stock options to purchase Class A shares of 376, 226 and 224 were excluded from the calculation of diluted net income per share at July 29, 2017, July 30, 2016 and July 25, 2015, respectively, as a result of their anti-dilutive effect. In addition, 361, 250 and 271 non-vested restricted Class A shares, which are considered participating securities, and their allocated net income were excluded from the diluted net income per share calculation at July 29, 2017, July 30, 2016 and July 25, 2015, respectively, due to their anti-dilutive effect.

Share-based compensation

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

Benefit plans

The Company recognizes the funded status of its Company sponsored retirement plans on the consolidated balance sheet. Actuarial gains or losses, curtailments, prior service costs or credits, and transition obligations not previously recognized are recorded as a component of Accumulated Other Comprehensive Loss. The Company uses July 31 as the measurement date for these plans.

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

Recently issued accounting standards

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers,” which provides guidance for revenue recognition. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company expects to adopt the new standard in the first quarter of its fiscal year ending July 27, 2019. The Company is currently assessing the potential impact of ASU No. 2014-09 on its financial statements. The Company does not anticipate it will have a material impact on its recognition of revenue at the point of sale, and is continuing to identify and assess transactions that may be affected by the new standard.
In February 2016, the FASB issued ASU 2016-02, "Leases." This guidance requires lessees to recognize lease liabilities and a right-of-use asset for all leases with terms of more than 12 months on the balance sheet. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with earlier adoption permitted. The Company expects to adopt the new standard in the first quarter of its fiscal year ending July 25, 2020. ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after the date of initial adoption. The adoption of ASU 2016-02 will result in a significant increase to the Company’s Consolidated Balance Sheets for lease liabilities and right-of-use assets, and the Company is currently evaluating the other effects of adoption of this standard on its consolidated financial statements and related disclosures.
In March 2016, the FASB issued ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting." The guidance changes several aspects of the accounting for share-based payment award transactions, including accounting for income taxes, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, with earlier adoption permitted. The Company will adopt the new standard in the first quarter of its fiscal year ending July 28, 2018. The Company does not anticipate it will have a material impact on its consolidated financial statements and related disclosures.

v3.8.0.1

PROPERTY, EQUIPMENT and FIXTURES
12 Months Ended

Jul. 29, 2017

Property, Plant and Equipment [Abstract]

PROPERTY, EQUIPMENT and FIXTURES
NOTE 2 — PROPERTY, EQUIPMENT and FIXTURES

Property, equipment and fixtures are comprised as follows:

July 29,
2017

July 30,
2016
Land and buildings
$
105,211

$
104,451

Store fixtures and equipment
253,227

234,094

Leasehold improvements
104,946

100,076

Leased property under capital leases
25,211

25,211

Construction in progress
2,288

215

Vehicles
3,240

3,225

Total property, equipment and fixtures
494,123

467,272

Accumulated depreciation
(281,216
)

(258,356
)
Accumulated amortization of property under capital leases
(8,467
)

(7,446
)

Property, equipment and fixtures, net
$
204,440

$
201,470

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

v3.8.0.1

RELATED PARTY INFORMATION - WAKEFERN
12 Months Ended

Jul. 29, 2017

Related Party Transactions [Abstract]

RELATED PARTY INFORMATION - WAKEFERN
RELATED PARTY INFORMATION - WAKEFERN

The Company’s ownership interest in its principal supplier, Wakefern, which is operated on a cooperative basis for its stockholder members, is 12.9% of the outstanding shares of Wakefern at July 29, 2017. The investment is stated at cost and is pledged as collateral for any obligations to Wakefern. In addition, all obligations to Wakefern are personally guaranteed by certain shareholders of Village.

The Company is obligated to purchase 85% of its primary merchandise requirements from Wakefern until ten years from the date that stockholders representing 75% of Wakefern sales notify Wakefern that those stockholders request that the Wakefern Stockholder Agreement be terminated. If this purchase obligation is not met, Village is required to pay Wakefern’s profit contribution shortfall attributable to this failure. Similar payments are due if Wakefern loses volume by reason of the sale of Company stores or a merger with another entity. Village fulfilled the above obligation in fiscal 2017, 2016 and 2015. The Company also has an investment of approximately 8.0% in Insure-Rite, Ltd., a Wakefern affiliated company, which provides Village with liability and property insurance coverage.

Wakefern has increased from time to time the required investment in its common stock for each supermarket owned by a member, with the exact amount per store computed based on the amount of each store’s purchases from Wakefern. At July 29, 2017, the Company’s indebtedness to Wakefern for the outstanding amount of these stock subscriptions was $406. Installment payments are due as follows: 2017 -$292; 2018 - $114 and none thereafter. The maximum per store investment, which is currently $925, increased by $25 in both fiscal 2017 and 2016, resulting in additional investments of $626 and $717, respectively. Village receives additional shares of common stock to the extent paid for at the end of each fiscal year (which ends on or about September 30) of Wakefern calculated at the then book value per share. The payments, together with any stock issued thereunder, at the option of Wakefern, may be null and void and all payments on this subscription shall become the property of Wakefern in the event the Company does not complete the payment of this subscription in a timely manner.

Village purchases substantially all of its merchandise from Wakefern. As a stockholder of Wakefern, Village earns a share of Wakefern’s earnings, which are distributed as a “patronage dividend.” This dividend is based on a distribution of substantially all of Wakefern’s operating profits for its fiscal year in proportion to the dollar volume of purchases by each member from Wakefern during that fiscal year. Patronage dividends are recorded as a reduction of cost of sales as merchandise is sold. Village accrues estimated patronage dividends due from Wakefern quarterly based on an estimate of the annual Wakefern patronage dividend and an estimate of Village’s share of this annual dividend based on Village’s estimated proportional share of the dollar volume of business transacted with Wakefern that year. Patronage dividends and other vendor allowances and rebates amounted to $30,048, $30,559 and $27,557 in fiscal 2017, 2016 and 2015, respectively.

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. Village incurred charges of $32,135, $33,526 and $33,306 from Wakefern in fiscal 2017, 2016 and 2015, respectively, for these services, which are reflected in operating and administrative expense in the consolidated statements of operations. Additionally, the Company has certain related party leases (see Note 6) with Wakefern.

At July 29, 2017, the Company had $44,680 in notes receivable due from Wakefern. Half of these notes earned interest at the prime rate plus .25% and matured on August 15, 2017 and half earn interest at the prime rate plus 1.25% and mature on February 15, 2019. The Company invested $22,000 of the proceeds received from the notes that matured on August 15, 2017 in variable rate notes receivable from Wakefern that earn interest at the prime rate plus 1.25% and mature on August 15, 2022. Wakefern has the right to prepay these notes at any time. Under certain conditions, the Company can require Wakefern to prepay the notes, although interest earned since inception would be reduced as if it was earned based on overnight money market rates as paid by Wakefern on demand deposits.

At July 29, 2017, the Company had demand deposits invested at Wakefern in the amount of $60,037. These deposits earn overnight money market rates.

Interest income earned on investments with Wakefern was $2,841, $2,506 and $2,399 in fiscal 2017, 2016 and 2015, respectively.

v3.8.0.1

DEBT
12 Months Ended

Jul. 29, 2017

Debt Disclosure [Abstract]

DEBT
NOTE 4 — DEBT

Village has an unsecured revolving credit agreement providing a maximum amount available for borrowing of $25,000. This loan agreement expires on December 31, 2018. The revolving credit line can be used for general corporate purposes. Indebtedness under this agreement bears interest at the prime rate, or at the Eurodollar rate, at the Company’s option, plus applicable margins based on the Company’s fixed charge coverage ratio. There were no amounts outstanding at July 29, 2017 or July 30, 2016 under this facility.

The revolving loan agreement provides for up to $3,000 of letters of credit ($129 outstanding at July 29, 2017), which secure obligations for construction performance guarantees to municipalities.

The revolving loan agreement contains covenants that, among other conditions, require a maximum liabilities to tangible net worth ratio, a minimum fixed charge coverage ratio and a positive net income. At July 29, 2017, the Company was in compliance with all covenants of the revolving loan agreement.

v3.8.0.1

INCOME TAXES
12 Months Ended

Jul. 29, 2017

Income Tax Disclosure [Abstract]

INCOME TAXES
NOTE 5 — INCOME TAXES

The components of the provision for income taxes are:

2017

2016

2015
Federal:

Current
$
10,018

$
13,150

$
2,424

Deferred
2,167

183

13,954

State:

Current
3,906

4,215

(6,490
)
Deferred
111

(253
)

887

$
16,202

$
17,295

$
10,775

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows:

July 29,
2017

July 30,
2016
Deferred tax assets:

Leasing activities
$
8,115

$
7,922

Federal benefit of uncertain tax positions
304

282

Compensation related costs
2,543

4,209

Pension costs
6,410

11,097

Other
729

704

Total deferred tax assets
18,101

24,214

Deferred tax liabilities:

Tax over book depreciation
17,603

17,114

Patronage dividend receivable
5,164

5,270

Investment in partnerships
1,479

1,476

Other
—

171

Total deferred tax liabilities
24,246

24,031

Net deferred tax (liability) asset
$
(6,145
)

$
183

Deferred income tax assets (liabilities) are included in the following captions on the consolidated balance sheets at July 29, 2017 and July 30, 2016:

2017

2016
Other assets
611

1,576

Other liabilities
(6,756
)

(1,393
)

A valuation allowance is provided when it is more likely than not that some portion of the deferred tax assets will not be realized. In management’s opinion, in view of the Company’s previous, current and projected taxable income and reversal of deferred tax liabilities, such tax assets will more likely than not be fully realized. Accordingly, no valuation allowance was deemed to be required at July 29, 2017 and July 30, 2016.

The effective income tax rate differs from the statutory federal income tax rate as follows:

2017

2016

2015
Statutory federal income tax rate
35.0
%

35.0
%

35.0
%
State income taxes, net of federal tax benefit
6.2
%

5.9
%

6.1
%
Unrecognized tax benefits, interest and penalties on prior year tax positions
—
%

—
%

(17.6
)%
Current year interest and penalties on unrecognized tax benefits
0.1
%

0.2
%

2.0
%
Other
0.1
%

(0.3
)%

0.5
%

Effective income tax rate
41.4
%

40.8
%

26.0
%

In prior years, the state of New Jersey issued two separate tax assessments related to nexus beginning in fiscal 2000 and the deductibility of certain payments between subsidiaries beginning in fiscal 2002. Village contested both of these assessments through the state’s conference and appeals process and was subsequently denied. The Company then filed two complaints in Tax Court against the New Jersey Division of Taxation (the "Division") contesting these assessments and a trial limited to the nexus dispute was conducted in June 2013. On October 23, 2013, the Tax Court issued their opinion on the matter in favor of the Division. As a result, the Company recorded a $10,052 charge, net of federal benefit, to income tax expense in the fiscal quarter ended October 26, 2013, to increase unrecognized tax benefits and related interest and penalties for tax positions taken in prior years.

On February 27, 2015, the Company reached an agreement with the Division whereby the Company paid $33,000 in March 2015 to settle the disputes with the Division for fiscal years 2000 through 2014. Net of federal benefit, the total cash outflow as a result of the settlement was approximately $21,000. Under the terms of the agreement, the Company withdrew its appeal of the Tax Court opinion on the nexus dispute. In addition, the case pending on the deductibility of certain payments between subsidiaries was dismissed and the Division withdrew the related assessments. The Company recorded an income tax benefit of $7,293, net of federal taxes, in the fiscal quarter ending April 25, 2015 to reverse remaining unrecognized tax benefits and related interest and penalties in excess of the settlement.
The Division is currently auditing tax years 2011 through 2015 for all applicable entities and tax years 2000 through 2014 related to the February 2015 settlement agreement. The Company is open to examination by the remaining relevant tax authorities with varying statutes of limitations, generally ranging from three to four years.

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows:

2017

2016
Balance at beginning of year
$
631

$
514

Additions based on tax positions related to prior periods
17

—

Additions based on tax positions related to the current year
—

117

Balance at end of year
$
648

$
631

Unrecognized tax benefits at July 29, 2017 and July 30, 2016 include tax positions of $585 and $541 (net of federal benefit), respectively, that would reduce the Company’s effective income tax rate, if recognized in future periods.

Although the outcome and timing are uncertain, the Company anticipates that the balance of gross unrecognized tax benefits will reverse during the next twelve months.

The Company recognizes interest and penalties on income taxes in income tax expense. The Company recognized expense (benefit) of $50, $39 and $(9,811) in fiscal 2017, 2016 and 2015, respectively, related to interest and penalties on income taxes. The amount of accrued interest and penalties included in the consolidated balance sheet was $242 and $192 at July 29, 2017 and July 30, 2016, respectively.

v3.8.0.1

LEASES
12 Months Ended

Jul. 29, 2017

Leases [Abstract]

LEASES
NOTE 6 — LEASES

Description of leasing arrangements

The Company leased 23 stores at July 29, 2017, including five that are capitalized for financial reporting purposes. The majority of initial lease terms range from 20 to 30 years.

Most of the Company’s leases contain renewal options at increased rents of five years each. These options enable Village to retain the use of facilities in desirable operating areas. Management expects that in the normal course of business, most leases will be renewed or replaced by other leases. The Company is obligated under all leases to pay for real estate taxes, utilities and liability insurance, and under certain leases to pay additional amounts based on maintenance and a percentage of sales in excess of stipulated amounts.

Future minimum lease payments by year and in the aggregate for all non-cancelable leases with initial terms of one year or more consist of the following at July 29, 2017:

Capital and
financing leases

Operating
leases
2018
$
4,959

$
11,102

2019
5,001

9,131

2020
5,173

7,776

2021
5,240

6,450

2022
5,240

4,997

Thereafter
54,355

38,046

Minimum lease payments
79,968

$
77,502

Less amount representing interest
36,784

Present value of minimum lease payments
43,184

Less current portion
652

$
42,532

The following schedule shows the composition of total rental expense for the following years:

2017

2016

2015
Minimum rentals
$
11,153

$
11,585

$
11,090

Contingent rentals
668

929

893

$
11,821

$
12,514

$
11,983

On November 6, 2013, the Company closed the Morris Plains, New Jersey store and opened a 77,000 sq. ft. replacement store in Hanover Township, New Jersey. The Company recorded a $3,481 charge to Operating and administrative expense in fiscal 2014 for the remaining lease obligations, net of estimated sublease rentals, on the Morris Plains store. The Company paid $788, $918 and $982 of these costs in fiscal 2017, 2016 and 2015, respectively, with no remaining liability as of July 29, 2017.

On April 30, 2014, Village opened a 59,000 sq. ft. store in Union, New Jersey and closed our existing 40,000 sq. ft. store. The Company recorded a $929 charge to Operating and administrative expense in fiscal 2014 for the remaining lease obligations, net of estimated sublease rentals, on the old Union store. The Company paid $0, $266 and $531 of these costs in fiscal 2017, 2016 and 2015, respectively, with no remaining liability as of July 29, 2017.

Related party leases

The Company leases a supermarket from a realty firm 30% owned by certain officers of Village. The Company paid rent to related parties under this lease of $688, $642 and $640 in fiscal years 2017, 2016 and 2015, respectively. This lease expires in fiscal 2021 with options to extend at increasing annual rent.

The Company has ownership interests in three real estate partnerships. Village paid aggregate rents to two of these partnerships for leased stores of $1,500, $1,400 and $1,300 in fiscal 2017, 2016 and 2015, respectively.

One of these partnerships is a variable interest entity, which is not consolidated as Village is not the primary beneficiary. This partnership owns one property, a stand-alone supermarket leased to the Company since 1974. Village is a general partner entitled to 33% of the partnership's profits and losses.

The Company subleases the Galloway and Vineland stores from Wakefern under sublease agreements which provided for combined annual rents of $1,316, $1,316 and $1,296 in fiscal 2017, 2016 and 2015, respectively. Both leases contain normal periodic rent increases and options to extend the lease.

v3.8.0.1

SHAREHOLDERS’ EQUITY
12 Months Ended

Jul. 29, 2017

Equity [Abstract]

SHAREHOLDERS’ EQUITY
NOTE 7 — SHAREHOLDERS’ EQUITY

The Company has two classes of common stock. Class A common stock is entitled to one vote per share and to cash dividends as declared 54% greater than those paid on Class B common stock. Class B common stock is entitled to 10 votes per share. Class A and Class B common stock share equally on a per share basis in any distributions in liquidation. Shares of Class B common stock are convertible on a share-for-share basis for Class A common stock at any time. Class B common stock is not transferable except to another holder of Class B common stock or by will or under the laws of intestacy or pursuant to a resolution of the Board of Directors of the Company approving the transfer. As a result of this voting structure, the holders of the Class B common stock control greater than 50% of the total voting power of the shareholders of the Company and control the election of the Board of Directors.

The Company has authorized 10,000 shares of preferred stock. No shares have been issued. The Board of Directors is authorized to designate series, preferences, powers and participations of any preferred stock issued.

During fiscal 2015 the Company’s Board of Directors authorized a share repurchase program of up to $5,000 of its Class A Common Stock. Repurchases may be made from time to time through a variety of methods, including open market purchases and other negotiated transactions, including through plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934. The Company made open market purchases totaling $1,859 and $978 under this repurchase program in fiscal 2017 and 2016, respectively, and an additional $2,222 in shares of Class A Common Stock were surrendered in satisfaction of withholding taxes in connection with the vesting of restricted shares in Fiscal 2017.

Village has three share-based compensation plans, which are described below. The compensation cost charged against income for these plans was $3,134, $3,195 and $3,169 in fiscal 2017, 2016 and 2015, respectively. Total income tax benefit recognized in the consolidated statements of operations for share-based compensation arrangements was $802, $1,131 and $1,134 in fiscal 2017, 2016 and 2015, respectively.

The Village Super Market, Inc. 2004 Stock Plan (the “2004 Plan”) provides for awards of incentive and nonqualified stock options and restricted stock. There are 1,200 shares of Class A common stock authorized for issuance to employees and directors under the 2004 Plan. Terms and conditions of awards are determined by the Board of Directors. Option awards are primarily granted at the fair value of the Company’s stock at the date of grant, cliff vest three years from the grant date and are exercisable up to ten years from the date of grant. Restricted stock awards primarily cliff vest three years from the grant date. There are no shares remaining for future grants under the 2004 Plan.

On December 17, 2010, the shareholders of the Company approved the Village Super Market, Inc. 2010 Stock Plan (the “2010 Plan”) under which awards of incentive and non-qualified stock options and restricted stock may be made. There are 1,200 shares of Class A common stock authorized for issuance to employees and directors under the 2010 Plan. Terms and conditions of awards are determined by the Board of Directors. Option awards granted to date were granted at the fair value of the Company's stock on the date of grant, primarily cliff vest three years from the grant date and are exercisable up to ten years from the grant date. Restricted stock awards primarily cliff vest three years from the date of grant. There are 45 shares remaining for future grants under the 2010 Plan.

On December 16, 2016, the shareholders of the Company approved the Village Super Market, Inc. 2016 Stock Plan (the “2016 Plan”) under which awards of incentive and non-qualified stock options and restricted stock may be made. There are 1,200 shares of Class A common stock authorized for issuance to employees and directors under the 2016 Plan. Terms and conditions of awards are determined by the Board of Directors. There have been no awards granted to date under the 2016 Plan.

The following table summarizes option activity under all plans for the following years:

2017

2016

2015

Shares

Weighted-average
exercise price

Shares

Weighted-average
exercise price

Shares

Weighted-average
exercise price
Outstanding at beginning of year
424

$
27.77

473

$
27.75

591

$
26.41

Granted
—

—

7

26.79

4

24.51

Exercised
(31
)

25.75

(30
)

27.08

(111
)

21.41

Forfeited
(9
)

26.46

(26
)

27.99

(11
)

18.83

Outstanding at end of year
384

$
27.91

424

$
27.77

473

$
27.75

Options exercisable at end of year
371

$
27.88

203

$
26.76

248

$
26.80

As of July 29, 2017, the weighted-average remaining contractual term of options outstanding and options exercisable was 4.8 years and 4.7 years, respectively. As of July 29, 2017, the aggregate intrinsic value was $2 for both options outstanding and options exercisable. The weighted-average grant date fair value of options granted was $4.79 and $4.32 per share in fiscal 2016 and 2015, respectively. The total intrinsic value of options exercised was $204, $70 and $1,090 in fiscal 2017, 2016 and 2015, respectively. The fair value of each option award is estimated on the date of grant using the Black-Scholes Option Pricing Model using the weighted-average assumptions in the following table. The Company uses historical data for similar groups of employees in order to estimate the expected life of options granted. Expected volatility is based on the historical volatility of the Company’s stock for a period of years corresponding to the expected life of the option. The risk free interest rate is based on the U.S. Treasury yield curve at the time of grant for securities with a maturity period similar to the expected life of the option.

2016

2015
Expected life (years)
5.0

5.0

Expected volatility
31.1
%

29.8
%
Expected dividend yield
3.8
%

4.1
%
Risk-free interest rate
1.5
%

1.5
%

The following table summarizes restricted stock activity under all plans for the following years:

2017

2016

2015

Shares

Weighted-average
grant date
fair value

Shares

Weighted-average
grant date
fair value

Shares

Weighted-average
grant date
fair value
Nonvested at beginning of year
250

$
28.77

271

$
28.78

288

$
28.83

Granted
362

27.22

2

28.55

3

23.77

Vested
(246
)

28.77

(19
)

28.83

(20
)

28.83

Forfeited
(5
)

28.51

(4
)

28.83

—

—

Nonvested at end of year
361

$
27.22

250

$
28.77

271

$
28.78

The total fair value of restricted shares vested during fiscal 2017, 2016 and 2015 was $4,117, $549 and $576, respectively.

As of July 29, 2017, there was $8,685 of total unrecognized compensation costs related to nonvested stock options and restricted stock granted under the above plans. That cost is expected to be recognized over a weighted-average period of 2.6 years.

Cash received from option exercises under all share-based compensation arrangements was $812, $813 and $2,392 in fiscal 2017, 2016 and 2015, respectively. The actual tax benefit realized for tax deductions from option exercises under share-based compensation arrangements was $83, $29 and $424 in fiscal 2017, 2016 and 2015, respectively.

The Company declared and paid cash dividends on common stock as follows:

2017

2016

2015
Per share:

Class A common stock
$
1.000

$
1.000

$
1.000

Class B common stock
0.650

0.650

0.650

Aggregate:

Class A common stock
$
9,983

$
9,827

$
9,749

Class B common stock
2,805

2,807

2,828

$
12,788

$
12,634

$
12,577

v3.8.0.1

PENSION PLANS
12 Months Ended

Jul. 29, 2017

Compensation Related Costs [Abstract]

PENSION PLANS
PENSION PLANS

Company-Sponsored Pension Plans

The Company sponsors four defined benefit pension plans. Two are tax-qualified plans covering members of unions. Benefits under these two plans are based on a fixed amount for each year of service. One is a tax-qualified plan covering nonunion associates. Benefits under this plan are based upon percentages of annual compensation. Funding for these plans is based on an analysis of the specific requirements and an evaluation of the assets and liabilities of each plan. The fourth plan is an unfunded, nonqualified plan providing supplemental pension benefits to certain executives.

On November 29, 2016, the Company amended the Village Super Market Local 72 Retail Clerks Employees’ Retirement Plan, which covers union employees in the Stroudsburg store, to freeze all benefits effective January 31, 2017. As a result of this amendment, the Company recognized a pre-tax remeasurement gain totaling $629 in accumulated other comprehensive loss during fiscal 2017. The remeasurement had no impact on the consolidated statements of operations.

On February 15, 2016, the Company amended the Village Super Market Employees Retirement Plan, which covers nonunion employees and pharmacists, to freeze all benefits effective March 31, 2016. As a result of this amendment, the Company recognized a pre-tax curtailment gain totaling $17,904 in accumulated other comprehensive loss during fiscal 2016.

Net periodic pension cost for the four plans include the following components:

2017

2016

2015
Service cost
$
388

$
3,099

$
3,642

Interest cost on projected benefit obligation
2,424

3,031

3,055

Expected return on plan assets
(3,684
)

(3,645
)

(3,719
)
Loss (gain) on settlement
965

—

(239
)
Amortization of gains and losses
1,343

1,504

1,295

Net periodic pension cost
$
1,436

$
3,989

$
4,034

The Company recognized a settlement loss (gain) of $965 and $(239) in fiscal 2017 and 2015, respectively, for plans where benefits paid exceeded the sum of the service cost and interest cost components of net periodic pension cost during the year.

The changes in benefit obligations and the reconciliation of the funded status of the Company’s plans to the consolidated balance sheets were as follows:

2017

2016
Changes in Benefit Obligation:

Benefit obligation at beginning of year
$
80,021

$
83,961

Service cost
388

3,099

Interest cost
2,424

3,031

Benefits paid
(549
)

(3,440
)
Curtailment
—

(17,904
)
Settlement
(4,487
)

—

Actuarial loss
(6,096
)

11,274

Benefit obligation at end of year
$
71,701

$
80,021

Changes in Plan Assets:

Fair value of plan assets at beginning of year
$
53,281

$
51,729

Actual return on plan assets
5,262

1,468

Employer contributions
3,000

3,524

Benefits paid
(549
)

(3,440
)
Settlements paid
(4,487
)

—

Fair value of plan assets at end of year
56,507

53,281

Funded status at end of year
$
15,194

$
26,740

Amounts recognized in the consolidated balance sheets:

Pension liabilities
15,194

26,740

Accumulated other comprehensive loss, net of income taxes
7,406

13,339

Amounts included in Accumulated other comprehensive loss (pre-tax):

Net actuarial loss
$
12,521

$
22,502

The Company expects approximately $570 of the net actuarial loss to be recognized as a component of net periodic benefit costs in fiscal 2018.

The accumulated benefit obligations of the four plans were $71,701 and $80,021 at July 29, 2017 and July 30, 2016, respectively.  The following information is presented for those plans with an accumulated benefit obligation in excess of plan assets:

2017

2016
Projected benefit obligation
$
70,019

$
80,021

Accumulated benefit obligation
70,019

80,021

Fair value of plan assets
54,557

53,281

Weighted average assumptions used to determine benefit obligations and net periodic pension cost for the Company’s defined benefit plans were as follows:

2017

2016

2015
Assumed discount rate — net periodic pension cost
3.08
%

4.02
%

3.95
%
Assumed discount rate — benefit obligation
3.60
%

3.08
%

4.02
%
Assumed rate of increase in compensation levels
4 - 4.5
%

4 - 4.5
%

4 - 4.5
%
Expected rate of return on plan assets
7.50
%

7.50
%

7.50
%

Investments in the pension trusts are overseen by the trustees of the plans, who are officers of Village. The Company’s overall investment strategy is to maintain a broadly diversified portfolio of stocks, bonds and money market instruments that, along with periodic plan contributions, provide the necessary funds for ongoing benefit obligations. Expected rates of return on plan assets are developed by determining projected stock and bond returns and then applying these returns to the target asset allocations of the trusts, resulting in a weighted-average rate of return on plan assets. Equity returns were based primarily on historical returns of the S&P 500 Index. Fixed-income projected returns were based primarily on historical returns for the broad U.S. bond market. The target allocations for plan assets are 50-70% equity securities, 25-40% fixed income securities and 0-10% cash. Asset allocations are reviewed periodically and appropriate rebalancing is performed.

Equity securities include investments in large-cap, small-cap and mid-cap companies located both in and outside the United States. Fixed income securities include U.S. treasuries, mortgage-backed securities and corporate bonds of companies from diversified industries. Investments in securities are made both directly and through mutual funds. In addition, one plan held Class A common stock of Village in the amount of $636 and $770 at July 29, 2017 and July 30, 2016, respectively.

Risk management is accomplished through diversification across asset classes and fund strategies, multiple investment portfolios and investment guidelines. The plans do not allow for investments in derivative instruments.

The fair value of the pension assets were as follows:

July 29, 2017

July 30, 2016
Asset Category

Level 1

Level 2

Total

Level 1

Level 2

Total
Cash

$
166

$
610

$
776

$
1,173

$
—

$
1,173

Equity securities:

Company stock

636

—

636

770

—

770

U.S large cap (1)

19,696

1,197

20,893

18,416

—

18,416

U.S. small/mid cap (2)

6,644

179

6,823

6,591

—

6,591

International (3)

7,187

421

7,608

6,752

—

6,752

Emerging markets (4)

1,277

—

1,277

1,219

—

1,219

Fixed income securities:

U.S treasuries (5)

9,520

356

9,876

10,560

—

10,560

Mortgage-backed (5)

1,783

106

1,889

—

1,918

1,918

Corporate bonds (5)

2,931

3,179

6,110

3,054

2,140

5,194

International (6)

619

—

619

688

—

688

Total

$
50,459

$
6,048

$
56,507

$
49,223

$
4,058

$
53,281

(1)
Includes directly owned securities and mutual funds, primarily low-cost equity index funds not actively managed that track the S&P 500.
(2)
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.
(3)
Includes directly owned securities and mutual funds, which invest in diversified portfolios of publicly traded common stocks of large, non-U.S. companies.
(4)
Consists of mutual and exchange traded funds which invest in non-U.S. stocks in emerging markets.
(5)
Includes directly owned securities, mutual funds and exchange traded funds.
(6)
Consists of exchange traded funds which invest in non-U.S. bonds in emerging markets.

Based on actuarial assumptions, estimated future defined benefit payments, which may be significantly impacted by participant elections related to retirement dates and forms of payment, are as follows:

Fiscal Year

2018
$
3,670

2019
2,530

2020
3,130

2021
3,101

2022
12,750

2023 - 2027
17,830

The Company expects to contribute $3,500 in cash to all defined benefit pension plans in fiscal 2018.

Multi-Employer Plans

The Company contributes to three multi-employer pension plans under collective bargaining agreements covering union-represented employees.  These plans provide benefits to participants that are generally based on a fixed amount for each year of service.  Based on the most recent information available, certain of these multi-employer plans are underfunded. The amount of any increase or decrease in Village’s required contributions to these multi-employer pension plans will depend upon the outcome of collective bargaining, actions taken by trustees who manage the plans, government regulations and the actual return on assets held in the plans, among other factors.

The risks of participating in multi-employer pension plans are different from the risks of participating in single-employer pension plans in the following respects:

•
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.
The Company’s participation in these plans is outlined in the following tables. The “EIN / Pension Plan Number” column provides the Employer Identification Number (“EIN”) and the three-digit pension plan number. The most recent “Pension Protection Act Zone Status” available in 2016 and 2015 is for the plan’s year-end at December 31, 2016 and December 31, 2015, respectively, unless otherwise noted. Among other factors, generally, plans in the red zone are less than 65 percent funded, plans in the yellow zone are between 65 and 80 percent funded and plans in the green zone are at least 80 percent funded. The “FIP/RP Status Pending / Implemented” column indicates plans for which a funding improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented.

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
2016
2015
July 29,
2017
July 30,
2016
July 25,
2015
Surcharge
Imposed (6)
Pension Plan of Local 464A (1)
22-6051600-001
Green
Green
N/A
$
762

$
679

$
665

N/A
October 2020
UFCW Local 1262 & Employers Pension Fund (2), (4)
22-6074414-001
Red
Red
Implemented
3,498

3,510

3,501

No
October 2018
UFCW Regional Pension Plan (3), (4)
16-6062287-074
Red
Red
Implemented
1,314

1,275

1,235

No
March 2019
Total Contributions

$
5,574

$
5,464

$
5,401

(1)
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.
(2)
The information for this fund was obtained from the Form 5500 filed for the plan’s year-end at December 31, 2015 and December 31, 2014.
(3)
The information for this fund was obtained from the Form 5500 filed for the plan’s year-end at September 30, 2016 and September 30, 2015.
(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 29, 2017, the collective bargaining agreements under which the Company was making contributions were in compliance with rehabilitation plans adopted by each applicable pension fund.

Other Multi-Employer Benefit Plans

The Company also contributes to various other multi-employer benefit plans that provide health and welfare benefits to active and retired participants. Total contributions made by the Company to these other multi-employer benefit plans were approximately $28,137, $27,965 and $26,932 in fiscal 2017, 2016 and 2015, respectively.

Defined Contribution Plans

The Company sponsors a 401(k) savings plan for certain eligible associates. Company contributions under that plan, which are based on specified percentages of associate contributions, were $1,132, $641 and $392 in fiscal 2017, 2016 and 2015, respectively.   The Company also contributes to union sponsored defined contribution plans for certain eligible associates.  Company contributions under these plans were $783, $836 and $817 in fiscal 2017, 2016 and 2015, respectively.

v3.8.0.1

COMMITMENTS and CONTINGENCIES
12 Months Ended

Jul. 29, 2017

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS and CONTINGENCIES
NOTE 9 — COMMITMENTS and CONTINGENCIES

Superstorm Sandy devastated our area on October 29, 2012 and resulted in the closure of almost all of our stores for periods of time ranging from a few hours to eight days. Village disposed of substantial amounts of perishable product and also incurred repair, labor and other costs as a result of the storm. The Company has property, casualty and business interruption insurance, subject to deductibles and coverage limits. During fiscal 2013, Wakefern began the process of working with our insurers to recover the damages and Village recorded estimated insurance recoveries of $4,913. In October 2013, Wakefern, as the policy holder, filed suit against the carrier seeking payment of the remaining claims due for all Wakefern members. The suit was the result of different interpretations of policy terms, including whether the policy's named storm deductible applied. On October 29, 2014, the Court issued their opinion on the matter in favor of the carrier. Based on this decision and its related impact, the Company concluded that recovery of further proceeds was not probable and recorded a $2,270 charge to operating and administrative expense in the first quarter of fiscal 2015 to write-off the remaining insurance receivable. Wakefern continues to pursue further recovery of uncollected amounts from the carrier and other sources. As a result, the Company received an additional $940 in insurance proceeds in February 2016 which was recognized as a reduction in Operating and administrative expense in fiscal 2016. Any further proceeds recovered will be recognized as they are received. As of July 29, 2017, Village has collected $3,583.

Approximately 91% of our employees are covered by collective bargaining agreements. Contracts with the Company’s seven unions expire between July 2017 and July 2021. Approximately 6% of our associates are represented by unions whose contracts have already expired or expire within one year. Any work stoppages could have an adverse impact on our financial results.

The Company is involved in other 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.

v3.8.0.1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
12 Months Ended

Jul. 29, 2017

Accounting Policies [Abstract]

Nature of operations
Village Super Market, Inc. (the “Company” or “Village”) operates a chain of 29 ShopRite supermarkets in New Jersey, eastern Pennsylvania and Maryland. The Company is a member of Wakefern Food Corporation ("Wakefern"), the nation's largest retailer-owned food cooperative and owner of the ShopRite name. This relationship provides Village many of the economies of scale in purchasing, distribution, private label products, advanced retail technology, marketing and advertising associated with chains of greater size and geographic coverage.

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

Fiscal year
The Company and its subsidiaries utilize a 52-53 week fiscal year ending on the last Saturday in the month of July. Fiscal 2017 and 2015 contain 52 weeks. Fiscal 2016 contains 53 weeks.

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

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

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

Cash and cash equivalents
The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. Included in cash and cash equivalents are proceeds due from credit and debit card transactions, which typically settle within five business days, of $7,641 and $7,534 at July 29, 2017 and July 30, 2016, respectively. Included in cash and cash equivalents at July 29, 2017 and July 30, 2016 are $60,037 and $63,609, respectively, of demand deposits invested at Wakefern at overnight money market rates.

Merchandise inventories
Approximately 65% of merchandise inventories are stated at the lower of LIFO (last-in, first-out) cost or market. If the FIFO (first-in, first-out) method had been used, inventories would have been $14,410 and $14,522 higher than reported in fiscal 2017 and 2016, respectively. All other inventories are stated at the lower of FIFO cost or market.

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

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

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

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

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

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

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

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

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

Advertising
Advertising

Advertising costs are expensed as incurred. Advertising expense was $11,824, $11,644 and $11,121 in fiscal 2017, 2016 and 2015, respectively.

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

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

Fair value
Fair value is defined as the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that should be determined using assumptions that market participants would use in pricing an asset or liability. The fair value guidance establishes a three-level hierarchy to prioritize the inputs used in measuring fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities in active markets observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability.

Cash and cash equivalents, patronage dividend receivable, income taxes receivable/payable, accounts payable and accrued expenses are reflected in the consolidated financial statements at carrying value, which approximates fair value because of the short-term maturity of these instruments. The carrying values of the Company’s notes receivable from Wakefern approximate their fair value as interest is earned at variable market rates. As the Company’s investment in Wakefern can only be sold to Wakefern at amounts that approximate the Company’s cost, it is not practicable to estimate the fair value of such investment.

Long-lived assets
The Company reviews long-lived assets, such as property, equipment and fixtures on an individual store basis for impairment when circumstances indicate the carrying amount of an asset group may not be recoverable. Such review analyzes the undiscounted estimated future cash flows from such assets to determine if the carrying value of such assets are recoverable from their respective cash flows. If impairment is indicated, it is measured by comparing the fair value of the long-lived assets to their carrying value.

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

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

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

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

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

Benefit plans
The Company recognizes the funded status of its Company sponsored retirement plans on the consolidated balance sheet. Actuarial gains or losses, curtailments, prior service costs or credits, and transition obligations not previously recognized are recorded as a component of Accumulated Other Comprehensive Loss. The Company uses July 31 as the measurement date for these plans.

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

Recently issued accounting standards
Recently issued accounting standards

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers,” which provides guidance for revenue recognition. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company expects to adopt the new standard in the first quarter of its fiscal year ending July 27, 2019. The Company is currently assessing the potential impact of ASU No. 2014-09 on its financial statements. The Company does not anticipate it will have a material impact on its recognition of revenue at the point of sale, and is continuing to identify and assess transactions that may be affected by the new standard.
In February 2016, the FASB issued ASU 2016-02, "Leases." This guidance requires lessees to recognize lease liabilities and a right-of-use asset for all leases with terms of more than 12 months on the balance sheet. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with earlier adoption permitted. The Company expects to adopt the new standard in the first quarter of its fiscal year ending July 25, 2020. ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after the date of initial adoption. The adoption of ASU 2016-02 will result in a significant increase to the Company’s Consolidated Balance Sheets for lease liabilities and right-of-use assets, and the Company is currently evaluating the other effects of adoption of this standard on its consolidated financial statements and related disclosures.
In March 2016, the FASB issued ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting." The guidance changes several aspects of the accounting for share-based payment award transactions, including accounting for income taxes, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, with earlier adoption permitted. The Company will adopt the new standard in the first quarter of its fiscal year ending July 28, 2018. The Company does not anticipate it will have a material impact on its consolidated financial statements and related disclosures.

v3.8.0.1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
12 Months Ended

Jul. 29, 2017

Accounting Policies [Abstract]

Schedule of Earnings Per Share, Basic and Diluted
The tables below reconcile the numerators and denominators of basic and diluted net income per share for all periods presented.

2017

2016

2015

Class A

Class B

Class A

Class B

Class A

Class B
Numerator:

Net income allocated, basic
$
17,354

$
5,025

$
18,967

$
5,563

$
23,050

$
6,885

Conversion of Class B to Class A shares
5,025

—

5,563

—

6,885

—

Effect of share-based compensation on allocated net income
25

(4
)

—

(3
)

46

(23
)
Net income allocated, diluted
$
22,404

$
5,021

$
24,530

$
5,560

$
29,981

$
6,862

Denominator:

Weighted average shares outstanding, basic
9,663

4,314

9,567

4,319

9,459

4,353

Conversion of Class B to Class A shares
4,314

—

4,319

—

4,353

—

Dilutive effect of share-based compensation
27

—

—

—

48

—

Weighted average shares outstanding, diluted
14,004

4,314

13,886

4,319

13,860

4,353

Net income per share is as follows:

2017

2016

2015

Class A

Class B

Class A

Class B

Class A

Class B
Basic
$
1.80

$
1.16

$
1.98

$
1.29

$
2.44

$
1.58

Diluted
$
1.60

$
1.16

$
1.77

$
1.29

$
2.16

$
1.58

Outstanding stock options to purchase Class A shares of 376, 226 and 224 were excluded from the calculation of diluted net income per share at July 29, 2017, July 30, 2016 and July 25, 2015, respectively, as a result of their anti-dilutive effect. In addition, 361, 250 and 271 non-vested restricted Class A shares, which are considered participating securities, and their allocated net income were excluded from the diluted net income per share calculation at July 29, 2017, July 30, 2016 and July 25, 2015, respectively, due to their anti-dilutive effect.

v3.8.0.1

PROPERTY, EQUIPMENT and FIXTURES (Tables)
12 Months Ended

Jul. 29, 2017

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment
Property, equipment and fixtures are comprised as follows:

July 29,
2017

July 30,
2016
Land and buildings
$
105,211

$
104,451

Store fixtures and equipment
253,227

234,094

Leasehold improvements
104,946

100,076

Leased property under capital leases
25,211

25,211

Construction in progress
2,288

215

Vehicles
3,240

3,225

Total property, equipment and fixtures
494,123

467,272

Accumulated depreciation
(281,216
)

(258,356
)
Accumulated amortization of property under capital leases
(8,467
)

(7,446
)

Property, equipment and fixtures, net
$
204,440

$
201,470

v3.8.0.1

INCOME TAXES (Tables)
12 Months Ended

Jul. 29, 2017

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit)
The components of the provision for income taxes are:

2017

2016

2015
Federal:

Current
$
10,018

$
13,150

$
2,424

Deferred
2,167

183

13,954

State:

Current
3,906

4,215

(6,490
)
Deferred
111

(253
)

887

$
16,202

$
17,295

$
10,775

Schedule of Deferred Tax Assets and Liabilities
Significant components of the Company’s deferred tax assets and liabilities are as follows:

July 29,
2017

July 30,
2016
Deferred tax assets:

Leasing activities
$
8,115

$
7,922

Federal benefit of uncertain tax positions
304

282

Compensation related costs
2,543

4,209

Pension costs
6,410

11,097

Other
729

704

Total deferred tax assets
18,101

24,214

Deferred tax liabilities:

Tax over book depreciation
17,603

17,114

Patronage dividend receivable
5,164

5,270

Investment in partnerships
1,479

1,476

Other
—

171

Total deferred tax liabilities
24,246

24,031

Net deferred tax (liability) asset
$
(6,145
)

$
183

Deferred income tax assets (liabilities) are included in the following captions on the consolidated balance sheets at July 29, 2017 and July 30, 2016:

2017

2016
Other assets
611

1,576

Other liabilities
(6,756
)

(1,393
)

Schedule of Effective Income Tax Rate Reconciliation
The effective income tax rate differs from the statutory federal income tax rate as follows:

2017

2016

2015
Statutory federal income tax rate
35.0
%

35.0
%

35.0
%
State income taxes, net of federal tax benefit
6.2
%

5.9
%

6.1
%
Unrecognized tax benefits, interest and penalties on prior year tax positions
—
%

—
%

(17.6
)%
Current year interest and penalties on unrecognized tax benefits
0.1
%

0.2
%

2.0
%
Other
0.1
%

(0.3
)%

0.5
%

Effective income tax rate
41.4
%

40.8
%

26.0
%

Schedule of Unrecognized Tax Benefits Roll Forward
reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows:

2017

2016
Balance at beginning of year
$
631

$
514

Additions based on tax positions related to prior periods
17

—

Additions based on tax positions related to the current year
—

117

Balance at end of year
$
648

$
631

v3.8.0.1

LEASES (Tables)
12 Months Ended

Jul. 29, 2017

Leases [Abstract]

Schedule of Future Minimum Lease Payments for Capital Leases
Future minimum lease payments by year and in the aggregate for all non-cancelable leases with initial terms of one year or more consist of the following at July 29, 2017:

Capital and
financing leases

Operating
leases
2018
$
4,959

$
11,102

2019
5,001

9,131

2020
5,173

7,776

2021
5,240

6,450

2022
5,240

4,997

Thereafter
54,355

38,046

Minimum lease payments
79,968

$
77,502

Less amount representing interest
36,784

Present value of minimum lease payments
43,184

Less current portion
652

$
42,532

Schedule of Rent Expense
The following schedule shows the composition of total rental expense for the following years:

2017

2016

2015
Minimum rentals
$
11,153

$
11,585

$
11,090

Contingent rentals
668

929

893

$
11,821

$
12,514

$
11,983

v3.8.0.1

SHAREHOLDERS’ EQUITY (Tables)
12 Months Ended

Jul. 29, 2017

Equity [Abstract]

Schedule of Share-based Compensation, Stock Options and Stock Appreciation Rights Award Activity
The following table summarizes option activity under all plans for the following years:

2017

2016

2015

Shares

Weighted-average
exercise price

Shares

Weighted-average
exercise price

Shares

Weighted-average
exercise price
Outstanding at beginning of year
424

$
27.77

473

$
27.75

591

$
26.41

Granted
—

—

7

26.79

4

24.51

Exercised
(31
)

25.75

(30
)

27.08

(111
)

21.41

Forfeited
(9
)

26.46

(26
)

27.99

(11
)

18.83

Outstanding at end of year
384

$
27.91

424

$
27.77

473

$
27.75

Options exercisable at end of year
371

$
27.88

203

$
26.76

248

$
26.80

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions
The fair value of each option award is estimated on the date of grant using the Black-Scholes Option Pricing Model using the weighted-average assumptions in the following table. The Company uses historical data for similar groups of employees in order to estimate the expected life of options granted. Expected volatility is based on the historical volatility of the Company’s stock for a period of years corresponding to the expected life of the option. The risk free interest rate is based on the U.S. Treasury yield curve at the time of grant for securities with a maturity period similar to the expected life of the option.

2016

2015
Expected life (years)
5.0

5.0

Expected volatility
31.1
%

29.8
%
Expected dividend yield
3.8
%

4.1
%
Risk-free interest rate
1.5
%

1.5
%

Schedule of Share-based Compensation, Restricted Stock Units Award Activity
The following table summarizes restricted stock activity under all plans for the following years:

2017

2016

2015

Shares

Weighted-average
grant date
fair value

Shares

Weighted-average
grant date
fair value

Shares

Weighted-average
grant date
fair value
Nonvested at beginning of year
250

$
28.77

271

$
28.78

288

$
28.83

Granted
362

27.22

2

28.55

3

23.77

Vested
(246
)

28.77

(19
)

28.83

(20
)

28.83

Forfeited
(5
)

28.51

(4
)

28.83

—

—

Nonvested at end of year
361

$
27.22

250

$
28.77

271

$
28.78

Schedule of Dividends Declared and Paid
The Company declared and paid cash dividends on common stock as follows:

2017

2016

2015
Per share:

Class A common stock
$
1.000

$
1.000

$
1.000

Class B common stock
0.650

0.650

0.650

Aggregate:

Class A common stock
$
9,983

$
9,827

$
9,749

Class B common stock
2,805

2,807

2,828

$
12,788

$
12,634

$
12,577

v3.8.0.1

PENSION PLANS (Tables)
12 Months Ended

Jul. 29, 2017

Compensation Related Costs [Abstract]

Schedule of Net Benefit Costs Recognized
Net periodic pension cost for the four plans include the following components:

2017

2016

2015
Service cost
$
388

$
3,099

$
3,642

Interest cost on projected benefit obligation
2,424

3,031

3,055

Expected return on plan assets
(3,684
)

(3,645
)

(3,719
)
Loss (gain) on settlement
965

—

(239
)
Amortization of gains and losses
1,343

1,504

1,295

Net periodic pension cost
$
1,436

$
3,989

$
4,034

Schedule of Amounts Recognized In Plan Assets and Benefit Obligations Recognized
The changes in benefit obligations and the reconciliation of the funded status of the Company’s plans to the consolidated balance sheets were as follows:

2017

2016
Changes in Benefit Obligation:

Benefit obligation at beginning of year
$
80,021

$
83,961

Service cost
388

3,099

Interest cost
2,424

3,031

Benefits paid
(549
)

(3,440
)
Curtailment
—

(17,904
)
Settlement
(4,487
)

—

Actuarial loss
(6,096
)

11,274

Benefit obligation at end of year
$
71,701

$
80,021

Changes in Plan Assets:

Fair value of plan assets at beginning of year
$
53,281

$
51,729

Actual return on plan assets
5,262

1,468

Employer contributions
3,000

3,524

Benefits paid
(549
)

(3,440
)
Settlements paid
(4,487
)

—

Fair value of plan assets at end of year
56,507

53,281

Funded status at end of year
$
15,194

$
26,740

Amounts recognized in the consolidated balance sheets:

Pension liabilities
15,194

26,740

Accumulated other comprehensive loss, net of income taxes
7,406

13,339

Amounts included in Accumulated other comprehensive loss (pre-tax):

Net actuarial loss
$
12,521

$
22,502

Schedule of Accumulated Benefit Obligations in Excess of Fair Value of Plan Assets
The following information is presented for those plans with an accumulated benefit obligation in excess of plan assets:

2017

2016
Projected benefit obligation
$
70,019

$
80,021

Accumulated benefit obligation
70,019

80,021

Fair value of plan assets
54,557

53,281

Schedule of Assumptions Used
Weighted average assumptions used to determine benefit obligations and net periodic pension cost for the Company’s defined benefit plans were as follows:

2017

2016

2015
Assumed discount rate — net periodic pension cost
3.08
%

4.02
%

3.95
%
Assumed discount rate — benefit obligation
3.60
%

3.08
%

4.02
%
Assumed rate of increase in compensation levels
4 - 4.5
%

4 - 4.5
%

4 - 4.5
%
Expected rate of return on plan assets
7.50
%

7.50
%

7.50
%

Schedule of Allocation of Plan Assets
The fair value of the pension assets were as follows:

July 29, 2017

July 30, 2016
Asset Category

Level 1

Level 2

Total

Level 1

Level 2

Total
Cash

$
166

$
610

$
776

$
1,173

$
—

$
1,173

Equity securities:

Company stock

636

—

636

770

—

770

U.S large cap (1)

19,696

1,197

20,893

18,416

—

18,416

U.S. small/mid cap (2)

6,644

179

6,823

6,591

—

6,591

International (3)

7,187

421

7,608

6,752

—

6,752

Emerging markets (4)

1,277

—

1,277

1,219

—

1,219

Fixed income securities:

U.S treasuries (5)

9,520

356

9,876

10,560

—

10,560

Mortgage-backed (5)

1,783

106

1,889

—

1,918

1,918

Corporate bonds (5)

2,931

3,179

6,110

3,054

2,140

5,194

International (6)

619

—

619

688

—

688

Total

$
50,459

$
6,048

$
56,507

$
49,223

$
4,058

$
53,281

(1)
Includes directly owned securities and mutual funds, primarily low-cost equity index funds not actively managed that track the S&P 500.
(2)
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.
(3)
Includes directly owned securities and mutual funds, which invest in diversified portfolios of publicly traded common stocks of large, non-U.S. companies.
(4)
Consists of mutual and exchange traded funds which invest in non-U.S. stocks in emerging markets.
(5)
Includes directly owned securities, mutual funds and exchange traded funds.
(6)
Consists of exchange traded funds which invest in non-U.S. bonds in emerging markets.

Schedule of Expected Benefit Payments
Based on actuarial assumptions, estimated future defined benefit payments, which may be significantly impacted by participant elections related to retirement dates and forms of payment, are as follows:

Fiscal Year

2018
$
3,670

2019
2,530

2020
3,130

2021
3,101

2022
12,750

2023 - 2027
17,830

Schedule of Multiemployer Plans
The Company’s participation in these plans is outlined in the following tables. The “EIN / Pension Plan Number” column provides the Employer Identification Number (“EIN”) and the three-digit pension plan number. The most recent “Pension Protection Act Zone Status” available in 2016 and 2015 is for the plan’s year-end at December 31, 2016 and December 31, 2015, respectively, unless otherwise noted. Among other factors, generally, plans in the red zone are less than 65 percent funded, plans in the yellow zone are between 65 and 80 percent funded and plans in the green zone are at least 80 percent funded. The “FIP/RP Status Pending / Implemented” column indicates plans for which a funding improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented.

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
2016
2015
July 29,
2017
July 30,
2016
July 25,
2015
Surcharge
Imposed (6)
Pension Plan of Local 464A (1)
22-6051600-001
Green
Green
N/A
$
762

$
679

$
665

N/A
October 2020
UFCW Local 1262 & Employers Pension Fund (2), (4)
22-6074414-001
Red
Red
Implemented
3,498

3,510

3,501

No
October 2018
UFCW Regional Pension Plan (3), (4)
16-6062287-074
Red
Red
Implemented
1,314

1,275

1,235

No
March 2019
Total Contributions

$
5,574

$
5,464

$
5,401

(1)
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.
(2)
The information for this fund was obtained from the Form 5500 filed for the plan’s year-end at December 31, 2015 and December 31, 2014.
(3)
The information for this fund was obtained from the Form 5500 filed for the plan’s year-end at September 30, 2016 and September 30, 2015.
(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 29, 2017, the collective bargaining agreements under which the Company was making contributions were in compliance with rehabilitation plans adopted by each applicable pension fund.

v3.8.0.1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details)
$ in Thousands
12 Months Ended

Jul. 29, 2017

USD ($)

store

segment

Jul. 30, 2016

USD ($)

Jul. 25, 2015

USD ($)

Accounting Policies [Abstract]

Number of stores | store 29

Fiscal period duration 371 days 364 days 364 days

Number of operating segments | segment 1

Cash and Cash Equivalents [Abstract]

Credit and debit card receivables $ 7,641 $ 7,534

Inventory Disclosure [Abstract]

Percentage of LIFO inventory 65.00%

LIFO reserve inventory $ 14,410 14,522

Marketing and Advertising Expense [Abstract]

Advertising expense $ 11,824 11,644 $ 11,121

Buildings

Property, Plant and Equipment [Line Items]

Useful life 30 years

Store fixtures and equipment

Property, Plant and Equipment [Line Items]

Useful life 10 years

Vehicles

Property, Plant and Equipment [Line Items]

Useful life 3 years

Wakefern

Related Party Transaction [Line Items]

Demand deposits invested at related party Wakefern $ 60,037 $ 63,609

v3.8.0.1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income Per Share, Additional Information (Details) - shares
shares in Thousands
12 Months Ended

Jul. 29, 2017

Jul. 30, 2016

Jul. 25, 2015

Class A Common Stock

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Class A shares excluded from computation of earnings per share (in shares) 376 226 224

Restricted Stock Units (RSUs)

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Class A shares excluded from computation of earnings per share (in shares) 361 250 271

v3.8.0.1

PROPERTY, EQUIPMENT and FIXTURES (Details) - USD ($)
$ in Thousands

Jul. 29, 2017

Jul. 30, 2016

Property, Plant and Equipment [Line Items]

Total property, equipment and fixtures $ 494,123 $ 467,272

Accumulated depreciation (281,216) (258,356)

Accumulated amortization of property under capital leases (8,467) (7,446)

Property, equipment and fixtures, net 204,440 201,470

Land and buildings

Property, Plant and Equipment [Line Items]

Total property, equipment and fixtures 105,211 104,451

Store fixtures and equipment

Property, Plant and Equipment [Line Items]

Total property, equipment and fixtures 253,227 234,094

Leasehold improvements

Property, Plant and Equipment [Line Items]

Total property, equipment and fixtures 104,946 100,076

Leased property under capital leases

Property, Plant and Equipment [Line Items]

Total property, equipment and fixtures 25,211 25,211

Construction in progress

Property, Plant and Equipment [Line Items]

Total property, equipment and fixtures 2,288 215

Vehicles

Property, Plant and Equipment [Line Items]

Total property, equipment and fixtures $ 3,240 $ 3,225

v3.8.0.1

RELATED PARTY INFORMATION - WAKEFERN (Details) - USD ($)
12 Months Ended

Aug. 15, 2017

Feb. 15, 2014

Jul. 29, 2017

Jul. 30, 2016

Jul. 25, 2015

Related Party Transaction [Line Items]

Amortization of pension actuarial loss, net of tax $ 794,000 $ 892,000 $ 768,000 ^[1]

Notes receivable from Wakefern $ 44,680,000

Wakefern

Related Party Transaction [Line Items]

Ownership interest in Wakefern 12.90%

Purchase obligation, as a percentage of merchandise requirements 85.00%

Purchase obligation period 10 years

Percentage of stockholders to request termination 75.00%

Indebtedness to Wakefern $ 406,000

Installment payments year one 292,000

Installment payments year two 114,000

Installment payments year three 0

Maximum per store investment 925,000

Per store investment increase 25,000 25,000

Additional investment 626,000 717,000

Vendor allowances and rebates 30,048,000 30,559,000 27,557,000

Support services incurred charges 32,135,000 33,526,000 33,306,000

Demand deposits invested at related party Wakefern 60,037,000 63,609,000

Interest income earned on investments related entity $ 2,841,000 $ 2,506,000 $ 2,399,000

Wakefern | Related Party Note Receivable Maturing August 2017

Related Party Transaction [Line Items]

Related Party Transaction, Basis Spread on Variable Rate 0.25%

Percent of notes receivable 50.00%

Wakefern | Related Party Note Receivable Maturing February 2019

Related Party Transaction [Line Items]

Related Party Transaction, Basis Spread on Variable Rate 1.25%

Percent of notes receivable 50.00%

Insure-Rite Ltd. | Wakefern

Related Party Transaction [Line Items]

Investment in Insure-Rite, Ltd 8.00%

Subsequent Event [Member]

Related Party Transaction [Line Items]

Notes receivable from Wakefern $ 22,000,000

Related Party Transaction, Basis Spread on Variable Rate 1.25%

[1] Amounts are net of tax of $549, $612 and $527 for 2017, 2016 and 2015, respectively.

v3.8.0.1

DEBT (Details)

Jul. 29, 2017

USD ($)

Debt Disclosure [Abstract]

Maximum borrowing amount $ 25,000,000

Amount outstanding 0

Revolving loan agreement amount of letters of credit (maximum) 3,000,000

Letters of credit outstanding $ 129,000

v3.8.0.1

INCOME TAXES - Components of Income Tax Provision (Details) - USD ($)
$ in Thousands
12 Months Ended

Jul. 29, 2017

Jul. 30, 2016

Jul. 25, 2015

Federal:

Current $ 10,018 $ 13,150 $ 2,424

Deferred 2,167 183 13,954

State:

Current 3,906 4,215 (6,490)

Deferred 111 (253) 887

Income taxes $ 16,202 $ 17,295 $ 10,775

v3.8.0.1

INCOME TAXES - Components of Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Thousands

Jul. 29, 2017

Jul. 30, 2016

Deferred tax assets:

Leasing activities $ 8,115 $ 7,922

Federal benefit of uncertain tax positions 304 282

Compensation related costs 2,543 4,209

Pension costs 6,410 11,097

Other 729 704

Total deferred tax assets 18,101 24,214

Deferred tax liabilities:

Tax over book depreciation 17,603 17,114

Patronage dividend receivable 5,164 5,270

Investment in partnerships 1,479 1,476

Other 0 171

Total deferred tax liabilities 24,246 24,031

Deferred Tax Liabilities, Net $ (6,145)

Net deferred tax (liability) asset $ 183

v3.8.0.1

INCOME TAXES - Deferred Income Tax Assets And Liabilities Included on Consolidated Balance Sheet (Details) - USD ($)
$ in Thousands

Jul. 29, 2017

Jul. 30, 2016

Income Tax Disclosure [Abstract]

Other assets $ 611 $ 1,576

Other liabilities $ 6,756 $ 1,393

v3.8.0.1

INCOME TAXES - Effective Income Tax Rate Reconciliation (Details)
12 Months Ended

Jul. 29, 2017

Jul. 30, 2016

Jul. 25, 2015

Income Tax Disclosure [Abstract]

Statutory federal income tax rate 35.00% 35.00% 35.00%

State income taxes, net of federal tax benefit 6.20% 5.90% 6.10%

Unrecognized tax benefits, interest and penalties on prior year tax positions 0.00% 0.00% (17.60%)

Current year interest and penalties on unrecognized tax benefits 0.10% 0.20% 2.00%

Other 0.10% (0.30%) 0.50%

Effective income tax rate 41.40% 40.80% 26.00%

v3.8.0.1

INCOME TAXES - Additional Information (Details)
$ in Thousands
1 Months Ended 12 Months Ended 36 Months Ended

Mar. 31, 2015

USD ($)

Jul. 29, 2017

USD ($)

Jul. 30, 2016

USD ($)

Jul. 25, 2015

USD ($)

Jul. 27, 2002

complaint

tax_assessment

Apr. 25, 2015

USD ($)

Oct. 26, 2013

USD ($)

Income Tax Contingency [Line Items]

Tax settlement $ 33,000

Cash outflow as a result of tax settlement $ 21,000

Tax positions that would reduce effective income tax rate $ 585 $ 541

(Benefit) expense related to interest and penalties 50 39 $ (9,811)

Accrued interest and penalties included in the consolidated balance sheet $ 242 $ 192

Income Tax Expense on Prior Year Tax Positions

Income Tax Contingency [Line Items]

Income tax expense $ 10,052

Income tax benefit $ 7,293

State and Local Jurisdiction [Member]

Income Tax Contingency [Line Items]

Number of tax assessments | tax_assessment 2

Number of complaints filed | complaint 2

v3.8.0.1

INCOME TAXES - Unrecognized Tax Benefits Reconciliation (Details) - USD ($)
$ in Thousands
12 Months Ended

Jul. 29, 2017

Jul. 30, 2016

Income Tax Disclosure [Abstract]

Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions $ 17 $ 0

Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]

Balance at beginning of year 631 514

Additions based on tax positions related to the current year 0 117

Balance at end of year $ 648 $ 631

v3.8.0.1

LEASES - Future Minimum Lease Payments (Details) - USD ($)
$ in Thousands

Jul. 29, 2017

Jul. 30, 2016

Capital and financing leases

2016 $ 4,959

2017 5,001

2018 5,173

2019 5,240

2020 5,240

Thereafter 54,355

Less amount representing interest 36,784

Present value of minimum lease payments 43,184

Less current portion 652 $ 514

Capital and financing lease obligations 42,532 $ 43,184

Operating leases

2016 11,102

2017 9,131

2018 7,776

2019 6,450

2020 4,997

Thereafter 38,046

Capital Leases, Future Minimum Payments Due 79,968

Operating Leases, Future Minimum Payments Due $ 77,502

v3.8.0.1

LEASES - Rent Expense (Details) - USD ($)
$ in Thousands
12 Months Ended

Jul. 29, 2017

Jul. 30, 2016

Jul. 25, 2015

Leases [Abstract]

Minimum rentals $ 11,153 $ 11,585 $ 11,090

Contingent rentals 668 929 893

Total rental expense $ 11,821 $ 12,514 $ 11,983

v3.8.0.1

SHAREHOLDERS’ EQUITY - Summary of Option Activity (Details) - $ / shares
shares in Thousands
12 Months Ended

Jul. 29, 2017

Jul. 30, 2016

Jul. 25, 2015

Shares

Outstanding at beginning of year (in shares) 424 473 591

Granted (in shares) 0 7 4

Exercised (in shares) (31) (30) (111)

Forfeited (in shares) (9) (26) (11)

Outstanding at end of year (in shares) 384 424 473

Weighted-average exercise price

Outstanding at beginning of year (in dollars per share) $ 27.77 $ 27.75 $ 26.41

Granted (in dollars per share) 0.00 26.79 24.51

Exercised (in dollars per share) 25.75 27.08 21.41

Forfeited (in dollars per share) 26.46 27.99 18.83

Outstanding at end of year (in dollars per share) $ 27.91 $ 27.77 $ 27.75

Options exercisable at end of year (in shares) 371 203 248

Options exercisable at end of year (in dollars per share) $ 27.88 $ 26.76 $ 26.80

v3.8.0.1

SHAREHOLDERS’ EQUITY - Restricted Stock Activity (Details) - $ / shares
shares in Thousands
12 Months Ended

Jul. 29, 2017

Jul. 30, 2016

Jul. 25, 2015

Shares

Nonvested at beginning of year (in shares) 250 271 288

Granted (in shares) 362 2 3

Vested (in shares) (246) (19) (20)

Forfeited (in shares) (5) (4) 0

Nonvested at end of year (in shares) 361 250 271

Weighted-average grant date fair value

Nonvested at beginning of year (in dollars per share) $ 28.77 $ 28.78 $ 28.83

Granted (in dollars per share) 27.22 28.55 23.77

Vested (in dollars per share) 28.77 28.83 28.83

Forfeited (in dollars per share) 28.51 28.83 0.00

Nonvested at end of year (in dollars per share) $ 27.22 $ 28.77 $ 28.78

v3.8.0.1

SHAREHOLDERS’ EQUITY - Dividends declared and paid (Details) - USD ($)
$ / shares in Units, $ in Thousands
12 Months Ended

Jul. 29, 2017

Jul. 30, 2016

Jul. 25, 2015

Aggregate:

Total common stock dividends paid $ 12,788 $ 12,634 $ 12,577

Class A Common Stock

Per share:

Common stock dividends paid (in dollars per share) $ 1.000 $ 1.000 $ 1.000

Aggregate:

Common stock dividends paid $ 9,983 $ 9,827 $ 9,749

Class B Common Stock

Per share:

Common stock dividends paid (in dollars per share) $ 0.650 $ 0.650 $ 0.650

Aggregate:

Common stock dividends paid $ 2,805 $ 2,807 $ 2,828

v3.8.0.1

PENSION PLANS - Additional Information (Details)
$ in Thousands
12 Months Ended

Jul. 28, 2018

USD ($)

Jul. 29, 2017

USD ($)

pension_plan

Jul. 30, 2016

USD ($)

pension_plan

Jul. 25, 2015

USD ($)

Compensation Related Costs [Abstract]

Number of defined benefit plans | pension_plan 4 4,000

Number of defined benefit plans covering union members | pension_plan 2

Number of defined benefit plans covering non-union members | pension_plan 1

Defined Benefit Plan, Curtailments $ 0 $ (17,904)

Accumulated benefit obligations 71,701 80,021

Defined Benefit Plan Disclosure [Line Items]

Class A common stock held in plan 636 770

Company contributions to other multi-employer benefit plans 28,137 27,965 $ 26,932

401(k) company contributions 1,132 641 392

Company contributions to union sponsored plans $ 783 $ 836 $ 817

Equity Securities

Defined Benefit Plan Disclosure [Line Items]

Minimum target allocation 50.00%

Maximum target allocation 70.00%

Fixed Income Funds

Defined Benefit Plan Disclosure [Line Items]

Minimum target allocation 25.00%

Maximum target allocation 40.00%

Cash and Cash Equivalents

Defined Benefit Plan Disclosure [Line Items]

Minimum target allocation 0.00%

Maximum target allocation 10.00%

Scenario, Forecast [Member]

Defined Benefit Plan Disclosure [Line Items]

Defined Benefit Plans, Estimated Future Employer Contributions in Current Fiscal Year $ 3,500

Expected net actuarial loss to be recognized $ 570

v3.8.0.1

PENSION PLANS - Net Periodic Pension Costs (Details) - USD ($)
$ in Thousands
12 Months Ended

Jul. 29, 2017

Jul. 30, 2016

Jul. 25, 2015

Compensation Related Costs [Abstract]

Service cost $ 388 $ 3,099 $ 3,642

Interest cost on projected benefit obligation 2,424 3,031 3,055

Expected return on plan assets (3,684) (3,645) (3,719)

Loss (gain) on settlement 965 0 (239)

Amortization of gains and losses 1,343 1,504 1,295

Net periodic pension cost $ 1,436 $ 3,989 $ 4,034

v3.8.0.1

PENSION PLANS - Changes in Benefit Obligations and Reconciliation of Funded Status (Details) - USD ($)
$ in Thousands
12 Months Ended

Jul. 29, 2017

Jul. 30, 2016

Jul. 25, 2015

Compensation Related Costs [Abstract]

Defined Benefit Plan, Curtailments $ 0 $ (17,904)

Changes in Benefit Obligation:

Benefit obligation at beginning of year 80,021 83,961

Service cost 388 3,099 $ 3,642

Interest cost on projected benefit obligation 2,424 3,031 3,055

Benefits paid (549) (3,440)

Settlement (4,487) 0

Actuarial loss (6,096) 11,274

Benefit obligation at end of year 71,701 80,021 83,961

Changes in Plan Assets:

Fair value of plan assets at beginning of year 53,281 51,729

Actual return on plan assets 5,262 1,468

Employer contributions 3,000 3,524

Benefits paid (549) (3,440)

Settlements paid (4,487) 0

Fair value of plan assets at end of year 56,507 53,281 $ 51,729

Funded status at end of year 15,194 26,740

Amounts recognized in the consolidated balance sheets:

Pension liabilities (15,194) (26,740)

Accumulated other comprehensive loss, net of income taxes 7,406 13,339

Amounts included in Accumulated other comprehensive loss (pre-tax):

Net actuarial loss $ 12,521 $ 22,502

v3.8.0.1

PENSION PLANS - Accumulated Benefit Obligations (Details) - USD ($)
$ in Thousands

Jul. 29, 2017

Jul. 30, 2016

Compensation Related Costs [Abstract]

Projected benefit obligation $ 70,019 $ 80,021

Accumulated benefit obligation 70,019 80,021

Fair value of plan assets $ 54,557 $ 53,281

v3.8.0.1

PENSION PLANS - Assumptions Used (Details)
12 Months Ended

Jul. 29, 2017

Jul. 30, 2016

Jul. 25, 2015

Defined Benefit Plan Disclosure [Line Items]

Assumed discount rate — net periodic pension cost 3.08% 4.02% 3.95%

Assumed discount rate — benefit obligation 3.60% 3.08% 4.02%

Expected rate of return on plan assets 7.50% 7.50% 7.50%

Minimum

Defined Benefit Plan Disclosure [Line Items]

Assumed rate of increase in compensation levels 4.00% 4.00% 4.00%

Maximum

Defined Benefit Plan Disclosure [Line Items]

Assumed rate of increase in compensation levels 4.50% 4.50% 4.50%

v3.8.0.1

PENSION PLANS - Fair Value of Pension Assets (Details) - USD ($)
$ in Thousands

Jul. 29, 2017

Jul. 30, 2016

Defined Benefit Plan Disclosure [Line Items]

Cash $ 776 $ 1,173

Equity Securities [Abstract]

Company stock 636 770

U.S large cap 20,893 18,416

U.S. small/mid cap 6,823 6,591

International 7,608 6,752

Emerging markets 1,277 1,219

Fixed Income Securities [Abstract]

U.S treasuries 9,876 10,560

Mortgage-backed 1,889 1,918

Corporate bonds 6,110 5,194

International 619 688

Total 56,507 53,281

Level 1

Defined Benefit Plan Disclosure [Line Items]

Cash 166 1,173

Equity Securities [Abstract]

Company stock 636 770

U.S large cap 19,696 18,416

U.S. small/mid cap 6,644 6,591

International 7,187 6,752

Emerging markets 1,277 1,219

Fixed Income Securities [Abstract]

U.S treasuries 9,520 10,560

Mortgage-backed 1,783 0

Corporate bonds 2,931 3,054

International 619 688

Total 50,459 49,223

Level 2

Defined Benefit Plan Disclosure [Line Items]

Cash 610 0

Equity Securities [Abstract]

Company stock 0 0

U.S large cap 1,197 0

U.S. small/mid cap 179 0

International 421 0

Emerging markets 0 0

Fixed Income Securities [Abstract]

U.S treasuries 356 0

Mortgage-backed 106 1,918

Corporate bonds 3,179 2,140

International 0 0

Total $ 6,048 $ 4,058

v3.8.0.1

PENSION PLANS - Estimated Future Benefit Payments (Details)
$ in Thousands

Jul. 29, 2017

USD ($)

Defined Benefit Plan, Expected Future Benefit Payments, Fiscal Year Maturity [Abstract]

2016 $ 3,670

2017 2,530

2018 3,130

2019 3,101

2020 12,750

2021-2025 $ 17,830

v3.8.0.1

PENSION PLANS - Schedule of Multiemployer Plans (Details) - Multiemployer Plans, Pension - USD ($)
$ in Thousands
12 Months Ended

Jul. 29, 2017

Jul. 30, 2016

Jul. 25, 2015

Multiemployer Plans [Line Items]

Total Contributions $ 5,574 $ 5,464 $ 5,401

Pension Plan of Local 464A

Multiemployer Plans [Line Items]

EIN / Pension Plan Number 226051600

Multiemployer Plan Number 001

Pension Protection Act Zone Status Green Green

Total Contributions $ 762 $ 679 $ 665

Expiration date of collective-bargaining agreement October 2020

UFCW Local 1262 & Employers Pension Fund

Multiemployer Plans [Line Items]

EIN / Pension Plan Number 226074414

Multiemployer Plan Number 001

Pension Protection Act Zone Status Red Red

FIP/RP Status Pending / Implemented Implemented

Total Contributions $ 3,498 $ 3,510 $ 3,501

Surcharge Imposed No

Expiration date of collective-bargaining agreement October 2018

UFCW Regional Pension Plan

Multiemployer Plans [Line Items]

EIN / Pension Plan Number 166062287

Multiemployer Plan Number 074

Pension Protection Act Zone Status Red Red

FIP/RP Status Pending / Implemented Implemented

Total Contributions $ 1,314 $ 1,275 $ 1,235

Surcharge Imposed No

Expiration date of collective-bargaining agreement March 2019

Employer contribution, percentage of pension fund contributions (more than) 5.00%

v3.8.0.1

COMMITMENTS and CONTINGENCIES (Details)
$ in Thousands
3 Months Ended 12 Months Ended 57 Months Ended

Apr. 23, 2016

USD ($)

Oct. 25, 2014

USD ($)

Jul. 29, 2017

union

Jul. 29, 2017

USD ($)

Jul. 27, 2013

USD ($)

Commitments and Contingencies Disclosure [Abstract]

Insurance settlements receivable $ 4,913

Insurance receivable write-off $ (2,270)

Insurance recoveries $ 940 $ 3,583

Concentration Risk [Line Items]

Number of unions | union 7

Expiration period of union contracts 1 year

Labor Force Concentration Risk | Workforce Subject to Collective Bargaining Arrangements

Concentration Risk [Line Items]

Percentage of employees covered by collective bargaining agreements 91.00% 91.00%

Unionized Employees Concentration Risk | Workforce Subject to Collective Bargaining Arrangements Expired or Expiring within One Year

Concentration Risk [Line Items]

Percentage of employees covered by collective bargaining agreements 6.00% 6.00%

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Jul. 29, 2017	Oct. 12, 2017
Entity Registrant Name	VILLAGE SUPER MARKET INC
Entity Central Index Key	0000103595
Current Fiscal Year End Date	--07-29
Entity Filer Category	Accelerated Filer
Document Type	10-K
Document Period End Date	Jul. 29, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Class A Common Stock
Entity Common Stock, Shares Outstanding (in shares)		10,078,689
Entity Public Float	$ 211.8
Class B Common Stock
Entity Common Stock, Shares Outstanding (in shares)		4,303,748
Entity Public Float	$ 0.7

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jul. 29, 2017	Jul. 30, 2016
Current Assets
Cash and cash equivalents	$ 87,435	$ 88,379
Merchandise inventories	41,852	42,011
Patronage dividend receivable	12,655	13,185
Due from Related Parties, Current	22,118	0
Income taxes receivable	1,742	0
Other current assets	15,670	16,259
Total current assets	181,472	159,834
Notes receivable from Wakefern	22,562	42,735
Property, equipment and fixtures, net	204,440	201,470
Investment in Wakefern	27,093	26,467
Goodwill	12,057	12,057
Other assets	7,601	7,691
Total assets	455,225	450,254
Current Liabilities
Capital and financing lease obligations	652	514
Notes payable to Wakefern	292	341
Accounts payable to Wakefern	59,556	59,186
Accounts payable and accrued expenses	17,279	17,240
Accrued wages and benefits	17,810	16,313
Income taxes payable	604	5,702
Total current liabilities	96,193	99,296
Long-term debt
Capital and financing lease obligations	42,532	43,184
Notes payable to Wakefern	114	377
Total long-term debt	42,646	43,561
Pension and Other Postretirement Defined Benefit Plans, Liabilities, Noncurrent	15,194	26,740
Other liabilities	14,372	8,922
Commitments and Contingencies
Shareholders' Equity
Preferred stock, no par value: Authorized 10,000 shares, none issued	0	0
Retained earnings	244,308	234,175
Accumulated other comprehensive loss	(7,406)	(13,339)
Total shareholders’ equity	286,820	271,735
Total liabilities and shareholders' equity	455,225	450,254
Class A Common Stock
Shareholders' Equity
Common stock	57,852	55,196
Less treasury stock, Class A, at cost: 477 shares at July 29, 2017 and 353 shares at July 30, 2016	(8,633)	(4,998)
Class B Common Stock
Shareholders' Equity
Common stock	$ 699	$ 701

CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares	Jul. 29, 2017	Jul. 30, 2016
Preferred stock shares authorized (in shares)	10,000,000	10,000,000
Preferred stock shares issued (in shares)	0	0
Class A Common Stock
Common stock shares authorized (in shares)	20,000,000	20,000,000
Common stock shares issued (in shares)	10,562,000	10,192,000
Treasury stock shares (in shares)	477,000	343,000
Class B Common Stock
Common stock shares authorized (in shares)	20,000,000	20,000,000
Common stock shares issued (in shares)	4,304,000	4,319,000
Common Stock, Shares, Outstanding	4,319,000	4,319,000

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Jul. 29, 2017	Jul. 30, 2016	Jul. 25, 2015
Sales	$ 1,604,574	$ 1,634,904	$ 1,583,789
Cost of sales	1,167,863	1,189,874	1,150,674
Gross profit	436,711	445,030	433,115
Operating and administrative expense	371,495	376,601	366,254
Depreciation and amortization	24,482	24,101	23,330
Operating income	40,734	44,328	43,531
Interest expense	(4,452)	(4,495)	(4,535)
Interest income	2,841	2,506	2,399
Income before income taxes	39,123	42,339	41,395
Income taxes	16,202	17,295	10,775
Net income	$ 22,921	$ 25,044	$ 30,620
Class A Common Stock
Net income per share:
Basic (in dollars per share)	$ 1.80	$ 1.98	$ 2.44
Diluted (in dollars per share)	1.60	1.77	2.16
Class B Common Stock
Net income per share:
Basic (in dollars per share)	1.16	1.29	1.58
Diluted (in dollars per share)	$ 1.16	$ 1.29	$ 1.58

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock Class A Common Stock	Common Stock Class B Common Stock	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Treasury Stock Class A
Balance (in shares) at Jul. 26, 2014		10,147	4,361			454
Balance at Jul. 26, 2014	$ 233,136	$ 47,056	$ 708	$ 203,722	$ (12,465)	$ (5,885)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	30,620			30,620
Other comprehensive income (loss), net of tax	(4,409)				(4,409)
Dividends	(12,577)			(12,577)
Exercise of stock options	$ 2,392	$ 950				$ 1,442
Exercise of stock options (in shares)	(111)					(111)
Share-based compensation expense (in shares)		3
Share-based compensation expense	$ 3,169	$ 3,169
Tax (deficit) benefit from exercise of stock options and restricted share vesting	436	$ 436
Conversion of Class B shares to Class A shares (in shares)		42	(42)
Conversion of Class B shares to Class A shares	0	$ 7	$ (7)
Balance (in shares) at Jul. 25, 2015		10,192	4,319			343
Balance at Jul. 25, 2015	252,767	$ 51,618	$ 701	221,765	(16,874)	$ (4,443)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	25,044			25,044
Other comprehensive income (loss), net of tax	3,535				3,535
Dividends	(12,634)			(12,634)
Exercise of stock options	$ 813	$ 390				$ 423
Exercise of stock options (in shares)	(30)					(30)
Stock Issued During Period, Shares, Restricted Stock Award, Forfeited		(4)
Stock Granted, Value, Share-based Compensation, Forfeited		$ (55)
Share-based compensation expense (in shares)		2
Share-based compensation expense	$ 3,250	$ 3,250
Tax (deficit) benefit from exercise of stock options and restricted share vesting	(7)	$ (7)
Balance (in shares) at Jul. 30, 2016		10,190	4,319			353
Balance at Jul. 30, 2016	271,735	$ 55,196	$ 701	234,175	(13,339)	$ (4,998)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	22,921			22,921
Other comprehensive income (loss), net of tax	5,933				5,933
Dividends	(12,788)			(12,788)
Exercise of stock options	$ 812	$ 366				$ 446
Exercise of stock options (in shares)	(31)					(31)
Treasury stock purchases (in shares)						155
Treasury stock purchases	$ (4,081)					$ (4,081)
Stock Issued During Period, Shares, Restricted Stock Award, Forfeited		(5)
Stock Granted, Value, Share-based Compensation, Forfeited	(102)	$ (102)
Share-based compensation expense (in shares)		362
Share-based compensation expense	3,236	$ 3,236
Tax (deficit) benefit from exercise of stock options and restricted share vesting	(846)	$ (846)
Conversion of Class B shares to Class A shares (in shares)		15	(15)
Conversion of Class B shares to Class A shares		$ 2	$ (2)
Balance (in shares) at Jul. 29, 2017		10,562	4,304			477
Balance at Jul. 29, 2017	$ 286,820	$ 57,852	$ 699	$ 244,308	$ (7,406)	$ (8,633)

RELATED PARTY INFORMATION - WAKEFERN	12 Months Ended
RELATED PARTY INFORMATION - WAKEFERN	Jul. 29, 2017
Related Party Transactions [Abstract]
RELATED PARTY INFORMATION - WAKEFERN	RELATED PARTY INFORMATION - WAKEFERN The Company’s ownership interest in its principal supplier, Wakefern, which is operated on a cooperative basis for its stockholder members, is 12.9% of the outstanding shares of Wakefern at July 29, 2017. The investment is stated at cost and is pledged as collateral for any obligations to Wakefern. In addition, all obligations to Wakefern are personally guaranteed by certain shareholders of Village. The Company is obligated to purchase 85% of its primary merchandise requirements from Wakefern until ten years from the date that stockholders representing 75% of Wakefern sales notify Wakefern that those stockholders request that the Wakefern Stockholder Agreement be terminated. If this purchase obligation is not met, Village is required to pay Wakefern’s profit contribution shortfall attributable to this failure. Similar payments are due if Wakefern loses volume by reason of the sale of Company stores or a merger with another entity. Village fulfilled the above obligation in fiscal 2017, 2016 and 2015. The Company also has an investment of approximately 8.0% in Insure-Rite, Ltd., a Wakefern affiliated company, which provides Village with liability and property insurance coverage. Wakefern has increased from time to time the required investment in its common stock for each supermarket owned by a member, with the exact amount per store computed based on the amount of each store’s purchases from Wakefern. At July 29, 2017, the Company’s indebtedness to Wakefern for the outstanding amount of these stock subscriptions was $406. Installment payments are due as follows: 2017 -$292; 2018 - $114 and none thereafter. The maximum per store investment, which is currently $925, increased by $25 in both fiscal 2017 and 2016, resulting in additional investments of $626 and $717, respectively. Village receives additional shares of common stock to the extent paid for at the end of each fiscal year (which ends on or about September 30) of Wakefern calculated at the then book value per share. The payments, together with any stock issued thereunder, at the option of Wakefern, may be null and void and all payments on this subscription shall become the property of Wakefern in the event the Company does not complete the payment of this subscription in a timely manner. Village purchases substantially all of its merchandise from Wakefern. As a stockholder of Wakefern, Village earns a share of Wakefern’s earnings, which are distributed as a “patronage dividend.” This dividend is based on a distribution of substantially all of Wakefern’s operating profits for its fiscal year in proportion to the dollar volume of purchases by each member from Wakefern during that fiscal year. Patronage dividends are recorded as a reduction of cost of sales as merchandise is sold. Village accrues estimated patronage dividends due from Wakefern quarterly based on an estimate of the annual Wakefern patronage dividend and an estimate of Village’s share of this annual dividend based on Village’s estimated proportional share of the dollar volume of business transacted with Wakefern that year. Patronage dividends and other vendor allowances and rebates amounted to $30,048, $30,559 and $27,557 in fiscal 2017, 2016 and 2015, respectively. 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. Village incurred charges of $32,135, $33,526 and $33,306 from Wakefern in fiscal 2017, 2016 and 2015, respectively, for these services, which are reflected in operating and administrative expense in the consolidated statements of operations. Additionally, the Company has certain related party leases (see Note 6) with Wakefern. At July 29, 2017, the Company had $44,680 in notes receivable due from Wakefern. Half of these notes earned interest at the prime rate plus .25% and matured on August 15, 2017 and half earn interest at the prime rate plus 1.25% and mature on February 15, 2019. The Company invested $22,000 of the proceeds received from the notes that matured on August 15, 2017 in variable rate notes receivable from Wakefern that earn interest at the prime rate plus 1.25% and mature on August 15, 2022. Wakefern has the right to prepay these notes at any time. Under certain conditions, the Company can require Wakefern to prepay the notes, although interest earned since inception would be reduced as if it was earned based on overnight money market rates as paid by Wakefern on demand deposits. At July 29, 2017, the Company had demand deposits invested at Wakefern in the amount of $60,037. These deposits earn overnight money market rates. Interest income earned on investments with Wakefern was $2,841, $2,506 and $2,399 in fiscal 2017, 2016 and 2015, respectively.

DEBT	12 Months Ended
DEBT	Jul. 29, 2017
Debt Disclosure [Abstract]
DEBT	NOTE 4 — DEBT Village has an unsecured revolving credit agreement providing a maximum amount available for borrowing of $25,000. This loan agreement expires on December 31, 2018. The revolving credit line can be used for general corporate purposes. Indebtedness under this agreement bears interest at the prime rate, or at the Eurodollar rate, at the Company’s option, plus applicable margins based on the Company’s fixed charge coverage ratio. There were no amounts outstanding at July 29, 2017 or July 30, 2016 under this facility. The revolving loan agreement provides for up to $3,000 of letters of credit ($129 outstanding at July 29, 2017), which secure obligations for construction performance guarantees to municipalities. The revolving loan agreement contains covenants that, among other conditions, require a maximum liabilities to tangible net worth ratio, a minimum fixed charge coverage ratio and a positive net income. At July 29, 2017, the Company was in compliance with all covenants of the revolving loan agreement.

COMMITMENTS and CONTINGENCIES	12 Months Ended
COMMITMENTS and CONTINGENCIES	Jul. 29, 2017
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS and CONTINGENCIES	NOTE 9 — COMMITMENTS and CONTINGENCIES Superstorm Sandy devastated our area on October 29, 2012 and resulted in the closure of almost all of our stores for periods of time ranging from a few hours to eight days. Village disposed of substantial amounts of perishable product and also incurred repair, labor and other costs as a result of the storm. The Company has property, casualty and business interruption insurance, subject to deductibles and coverage limits. During fiscal 2013, Wakefern began the process of working with our insurers to recover the damages and Village recorded estimated insurance recoveries of $4,913. In October 2013, Wakefern, as the policy holder, filed suit against the carrier seeking payment of the remaining claims due for all Wakefern members. The suit was the result of different interpretations of policy terms, including whether the policy's named storm deductible applied. On October 29, 2014, the Court issued their opinion on the matter in favor of the carrier. Based on this decision and its related impact, the Company concluded that recovery of further proceeds was not probable and recorded a $2,270 charge to operating and administrative expense in the first quarter of fiscal 2015 to write-off the remaining insurance receivable. Wakefern continues to pursue further recovery of uncollected amounts from the carrier and other sources. As a result, the Company received an additional $940 in insurance proceeds in February 2016 which was recognized as a reduction in Operating and administrative expense in fiscal 2016. Any further proceeds recovered will be recognized as they are received. As of July 29, 2017, Village has collected $3,583. Approximately 91% of our employees are covered by collective bargaining agreements. Contracts with the Company’s seven unions expire between July 2017 and July 2021. Approximately 6% of our associates are represented by unions whose contracts have already expired or expire within one year. Any work stoppages could have an adverse impact on our financial results. The Company is involved in other 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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Jul. 29, 2017
Accounting Policies [Abstract]
Nature of operations	Village Super Market, Inc. (the “Company” or “Village”) operates a chain of 29 ShopRite supermarkets in New Jersey, eastern Pennsylvania and Maryland. The Company is a member of Wakefern Food Corporation ("Wakefern"), the nation's largest retailer-owned food cooperative and owner of the ShopRite name. This relationship provides Village many of the economies of scale in purchasing, distribution, private label products, advanced retail technology, marketing and advertising associated with chains of greater size and geographic coverage.
Principles of consolidation	The consolidated financial statements include the accounts of Village Super Market, Inc. and its subsidiaries, which are wholly owned. Intercompany balances and transactions have been eliminated.
Fiscal year	The Company and its subsidiaries utilize a 52-53 week fiscal year ending on the last Saturday in the month of July. Fiscal 2017 and 2015 contain 52 weeks. Fiscal 2016 contains 53 weeks.
Use of estimates	In conformity with U.S. generally accepted accounting principles, management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates are patronage dividends, pension accounting assumptions, accounting for uncertain tax positions, accounting for contingencies and the impairment of long-lived assets and goodwill. Actual results could differ from those estimates.
Industry segment	The Company consists of one operating segment, the retail sale of food and nonfood products.
Revenue recognition	Merchandise sales are recognized at the point of sale to the customer. Sales tax is excluded from revenue. Discounts provided to customers through ShopRite coupons and loyalty programs are recognized as a reduction of sales as the products are sold.
Cash and cash equivalents	The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. Included in cash and cash equivalents are proceeds due from credit and debit card transactions, which typically settle within five business days, of $7,641 and $7,534 at July 29, 2017 and July 30, 2016, respectively. Included in cash and cash equivalents at July 29, 2017 and July 30, 2016 are $60,037 and $63,609, respectively, of demand deposits invested at Wakefern at overnight money market rates.
Merchandise inventories	Approximately 65% of merchandise inventories are stated at the lower of LIFO (last-in, first-out) cost or market. If the FIFO (first-in, first-out) method had been used, inventories would have been $14,410 and $14,522 higher than reported in fiscal 2017 and 2016, respectively. All other inventories are stated at the lower of FIFO cost or market.
Vendor allowances and rebates	The Company receives vendor allowances and rebates, including the patronage dividend and amounts received as a pass through from Wakefern, related to the Company’s buying and merchandising activities. Vendor allowances and rebates are recognized as a reduction in cost of sales when the related merchandise is sold or when the required contractual terms are completed.
Property, equipment and fixtures	Property, equipment and fixtures are recorded at cost. Interest cost incurred to finance construction is capitalized as part of the cost of the asset. Maintenance and repairs are expensed as incurred. Depreciation is provided on a straight-line basis over estimated useful lives of thirty years for buildings, ten years for store fixtures and equipment, and three years for vehicles. Leasehold improvements are amortized over the shorter of the related lease terms or the estimated useful lives of the related assets. When assets are sold or retired, their cost and accumulated depreciation are removed from the accounts, and any gain or loss is reflected in the consolidated financial statements.
Investments	The Company’s investments in its principal supplier, Wakefern, and a Wakefern affiliate, Insure-Rite, Ltd., are stated at cost (see Note 3). Village evaluates its investments in Wakefern and Insure-Rite, Ltd. for impairment through consideration of previous, current and projected levels of profit of those entities. The Company’s 20%-50% investments in certain real estate partnerships are accounted for under the equity method. One of these partnerships is a variable interest entity which does not require consolidation as Village is not the primary beneficiary (see Note 6).
Store opening and closing costs	All store opening costs are expensed as incurred. The Company records a liability for the future minimum lease payments and related costs for closed stores from the date of closure to the end of the remaining lease term, net of estimated cost recoveries that may be achieved through subletting, discounted using a risk-adjusted interest rate.
Leases	Leases that meet certain criteria are classified as capital leases, and assets and liabilities are recorded at amounts equal to the lesser of the present value of the minimum lease payments or the fair value of the leased properties at the inception of the respective leases. Such assets are amortized on a straight-line basis over the shorter of the related lease terms or the estimated useful lives of the related assets. Amounts representing interest expense relating to the lease obligations are recorded to effect constant rates of interest over the terms of the leases. Leases that do not qualify as capital leases are classified as operating leases. The Company accounts for rent holidays, escalating rent provisions, and construction allowances on a straight-line basis over the term of the lease. For leases in which the Company is involved with the construction of the store, if Village concludes that it has substantially all of the risks of ownership during construction of the leased property and therefore is deemed the owner of the project for accounting purposes, an asset and related financing obligation are recorded for the costs paid by the landlord. Once construction is complete, the Company considers the requirements for sale-leaseback treatment. If the arrangement does not qualify for sale-leaseback treatment, the Company amortizes the financing obligation and depreciates the building over the lease term.
Advertising	Advertising Advertising costs are expensed as incurred. Advertising expense was $11,824, $11,644 and $11,121 in fiscal 2017, 2016 and 2015, respectively.
Income taxes	Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. The Company recognizes a tax benefit for uncertain tax positions if it is “more likely than not” that the position is sustainable, based on its technical merits. The tax benefit of a qualifying position is the largest amount of tax benefit that is greater than 50% likely of being realized upon effective settlement with a taxing authority having full knowledge of all relevant information.
Fair value	Fair value is defined as the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that should be determined using assumptions that market participants would use in pricing an asset or liability. The fair value guidance establishes a three-level hierarchy to prioritize the inputs used in measuring fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities in active markets observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability. Cash and cash equivalents, patronage dividend receivable, income taxes receivable/payable, accounts payable and accrued expenses are reflected in the consolidated financial statements at carrying value, which approximates fair value because of the short-term maturity of these instruments. The carrying values of the Company’s notes receivable from Wakefern approximate their fair value as interest is earned at variable market rates. As the Company’s investment in Wakefern can only be sold to Wakefern at amounts that approximate the Company’s cost, it is not practicable to estimate the fair value of such investment.
Long-lived assets	The Company reviews long-lived assets, such as property, equipment and fixtures on an individual store basis for impairment when circumstances indicate the carrying amount of an asset group may not be recoverable. Such review analyzes the undiscounted estimated future cash flows from such assets to determine if the carrying value of such assets are recoverable from their respective cash flows. If impairment is indicated, it is measured by comparing the fair value of the long-lived assets to their carrying value.
Goodwill	Goodwill is tested at the end of each fiscal year, or more frequently if circumstances dictate, for impairment. An impairment loss is recognized to the extent that the carrying amount of goodwill exceeds its implied fair value. Village operates as a single reporting unit for purposes of evaluating goodwill for impairment and primarily considers earnings multiples and other valuation techniques to measure fair value, in addition to the value of the Company’s stock.
Net income per share	The Company has two classes of common stock. Class A common stock is entitled to cash dividends as declared 54% greater than those paid on Class B common stock. Shares of Class B common stock are convertible on a share-for-share basis for Class A common stock at any time. The Company utilizes the two-class method of computing and presenting net income per share. The two-class method is an earnings allocation formula that calculates basic and diluted net income per share for each class of common stock separately based on dividends declared and participation rights in undistributed earnings. Under the two-class method, Class A common stock is assumed to receive a 54% greater participation in undistributed earnings than Class B common stock, in accordance with the classes' respective dividend rights. Unvested share-based payment awards that contain nonforfeitable rights to dividends are treated as participating securities and therefore included in computing net income per share using the two-class method. Diluted net income per share for Class A common stock is calculated utilizing the if-converted method, which assumes the conversion of all shares of Class B common stock to Class A common stock on a share-for-share basis, as this method is more dilutive than the two-class method. Diluted net income per share for Class B common stock does not assume conversion of Class B common stock to shares of Class A common stock.
Share-based compensation	All share-based payments to employees are recognized in the financial statements as compensation costs based on the fair market value on the date of the grant.
Benefit plans	The Company recognizes the funded status of its Company sponsored retirement plans on the consolidated balance sheet. Actuarial gains or losses, curtailments, prior service costs or credits, and transition obligations not previously recognized are recorded as a component of Accumulated Other Comprehensive Loss. The Company uses July 31 as the measurement date for these plans. The Company also contributes to several multi-employer pension plans under the terms of collective bargaining agreements that cover certain union-represented employees. Pension expense for these plans is recognized as contributions are made.
Recently issued accounting standards	Recently issued accounting standards In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers,” which provides guidance for revenue recognition. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company expects to adopt the new standard in the first quarter of its fiscal year ending July 27, 2019. The Company is currently assessing the potential impact of ASU No. 2014-09 on its financial statements. The Company does not anticipate it will have a material impact on its recognition of revenue at the point of sale, and is continuing to identify and assess transactions that may be affected by the new standard. In February 2016, the FASB issued ASU 2016-02, "Leases." This guidance requires lessees to recognize lease liabilities and a right-of-use asset for all leases with terms of more than 12 months on the balance sheet. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with earlier adoption permitted. The Company expects to adopt the new standard in the first quarter of its fiscal year ending July 25, 2020. ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after the date of initial adoption. The adoption of ASU 2016-02 will result in a significant increase to the Company’s Consolidated Balance Sheets for lease liabilities and right-of-use assets, and the Company is currently evaluating the other effects of adoption of this standard on its consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting." The guidance changes several aspects of the accounting for share-based payment award transactions, including accounting for income taxes, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, with earlier adoption permitted. The Company will adopt the new standard in the first quarter of its fiscal year ending July 28, 2018. The Company does not anticipate it will have a material impact on its consolidated financial statements and related disclosures.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) $ in Thousands	12 Months Ended
	Jul. 29, 2017 USD ($) store segment	Jul. 30, 2016 USD ($)	Jul. 25, 2015 USD ($)
Accounting Policies [Abstract]
Number of stores \| store	29
Fiscal period duration	371 days	364 days	364 days
Number of operating segments \| segment	1
Cash and Cash Equivalents [Abstract]
Credit and debit card receivables	$ 7,641	$ 7,534
Inventory Disclosure [Abstract]
Percentage of LIFO inventory	65.00%
LIFO reserve inventory	$ 14,410	14,522
Marketing and Advertising Expense [Abstract]
Advertising expense	$ 11,824	11,644	$ 11,121
Buildings
Property, Plant and Equipment [Line Items]
Useful life	30 years
Store fixtures and equipment
Property, Plant and Equipment [Line Items]
Useful life	10 years
Vehicles
Property, Plant and Equipment [Line Items]
Useful life	3 years
Wakefern
Related Party Transaction [Line Items]
Demand deposits invested at related party Wakefern	$ 60,037	$ 63,609

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income Per Share (Details) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Jul. 29, 2017 USD ($) class_common_stock $ / shares shares	Jul. 30, 2016 USD ($) $ / shares shares	Jul. 25, 2015 USD ($) $ / shares shares
Accounting Policies [Abstract]
Number of common stock classes \| class_common_stock	2
Common stock cash dividends, percent Class A is entitled greater than Class B	54.00%
Class A Common Stock
Numerator:
Net income allocated, basic \| $	$ 17,354	$ 18,967	$ 23,050
Conversion of Class B to Class A shares \| $	5,025	5,563	6,885
Effect of share-based compensation on allocated net income \| $	25	0	46
Net income allocated, diluted \| $	$ 22,404	$ 24,530	$ 29,981
Denominator:
Weighted average shares outstanding, basic (in shares) \| shares	9,663	9,567	9,459
Conversion of Class B to Class A shares (in shares) \| shares	4,314	4,319	4,353
Dilutive effect of share-based compensation (in shares) \| shares	27	0	48
Weighted average shares outstanding, diluted (in shares) \| shares		13,886	13,860
Net income per share
Basic (in dollars per share) \| $ / shares	$ 1.80	$ 1.98	$ 2.44
Diluted (in dollars per share) \| $ / shares	$ 1.60	$ 1.77	$ 2.16
Class B Common Stock
Numerator:
Net income allocated, basic \| $	$ 5,025	$ 5,563	$ 6,885
Conversion of Class B to Class A shares \| $	0	0	0
Effect of share-based compensation on allocated net income \| $	(4)	(3)	(23)
Net income allocated, diluted \| $	$ 5,021	$ 5,560	$ 6,862
Denominator:
Weighted average shares outstanding, basic (in shares) \| shares	4,314	4,319	4,353
Conversion of Class B to Class A shares (in shares) \| shares	0	0	0
Dilutive effect of share-based compensation (in shares) \| shares	0	0	0
Weighted average shares outstanding, diluted (in shares) \| shares	4,314	4,319	4,353
Net income per share
Basic (in dollars per share) \| $ / shares	$ 1.16	$ 1.29	$ 1.58
Diluted (in dollars per share) \| $ / shares	$ 1.16	$ 1.29	$ 1.58

PROPERTY, EQUIPMENT and FIXTURES (Details) - USD ($) $ in Thousands	Jul. 29, 2017	Jul. 30, 2016
Property, Plant and Equipment [Line Items]
Total property, equipment and fixtures	$ 494,123	$ 467,272
Accumulated depreciation	(281,216)	(258,356)
Accumulated amortization of property under capital leases	(8,467)	(7,446)
Property, equipment and fixtures, net	204,440	201,470
Land and buildings
Property, Plant and Equipment [Line Items]
Total property, equipment and fixtures	105,211	104,451
Store fixtures and equipment
Property, Plant and Equipment [Line Items]
Total property, equipment and fixtures	253,227	234,094
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property, equipment and fixtures	104,946	100,076
Leased property under capital leases
Property, Plant and Equipment [Line Items]
Total property, equipment and fixtures	25,211	25,211
Construction in progress
Property, Plant and Equipment [Line Items]
Total property, equipment and fixtures	2,288	215
Vehicles
Property, Plant and Equipment [Line Items]
Total property, equipment and fixtures	$ 3,240	$ 3,225

DEBT (Details)	Jul. 29, 2017 USD ($)
Debt Disclosure [Abstract]
Maximum borrowing amount	$ 25,000,000
Amount outstanding	0
Revolving loan agreement amount of letters of credit (maximum)	3,000,000
Letters of credit outstanding	$ 129,000

INCOME TAXES - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Jul. 29, 2017	Jul. 30, 2016
Deferred tax assets:
Leasing activities	$ 8,115	$ 7,922
Federal benefit of uncertain tax positions	304	282
Compensation related costs	2,543	4,209
Pension costs	6,410	11,097
Other	729	704
Total deferred tax assets	18,101	24,214
Deferred tax liabilities:
Tax over book depreciation	17,603	17,114
Patronage dividend receivable	5,164	5,270
Investment in partnerships	1,479	1,476
Other	0	171
Total deferred tax liabilities	24,246	24,031
Deferred Tax Liabilities, Net	$ (6,145)
Net deferred tax (liability) asset		$ 183

INCOME TAXES - Deferred Income Tax Assets And Liabilities Included on Consolidated Balance Sheet (Details) - USD ($) $ in Thousands	Jul. 29, 2017	Jul. 30, 2016
Income Tax Disclosure [Abstract]
Other assets	$ 611	$ 1,576
Other liabilities	$ 6,756	$ 1,393

INCOME TAXES - Additional Information (Details) $ in Thousands	1 Months Ended	12 Months Ended			36 Months Ended
	Mar. 31, 2015 USD ($)	Jul. 29, 2017 USD ($)	Jul. 30, 2016 USD ($)	Jul. 25, 2015 USD ($)	Jul. 27, 2002 complaint tax_assessment	Apr. 25, 2015 USD ($)	Oct. 26, 2013 USD ($)
Income Tax Contingency [Line Items]
Tax settlement	$ 33,000
Cash outflow as a result of tax settlement				$ 21,000
Tax positions that would reduce effective income tax rate		$ 585	$ 541
(Benefit) expense related to interest and penalties		50	39	$ (9,811)
Accrued interest and penalties included in the consolidated balance sheet		$ 242	$ 192
Income Tax Expense on Prior Year Tax Positions
Income Tax Contingency [Line Items]
Income tax expense							$ 10,052
Income tax benefit						$ 7,293
State and Local Jurisdiction [Member]
Income Tax Contingency [Line Items]
Number of tax assessments \| tax_assessment					2
Number of complaints filed \| complaint					2

LEASES - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands	Jul. 29, 2017	Jul. 30, 2016
Capital and financing leases
2016	$ 4,959
2017	5,001
2018	5,173
2019	5,240
2020	5,240
Thereafter	54,355
Less amount representing interest	36,784
Present value of minimum lease payments	43,184
Less current portion	652	$ 514
Capital and financing lease obligations	42,532	$ 43,184
Operating leases
2016	11,102
2017	9,131
2018	7,776
2019	6,450
2020	4,997
Thereafter	38,046
Capital Leases, Future Minimum Payments Due	79,968
Operating Leases, Future Minimum Payments Due	$ 77,502

LEASES - Rent Expense (Details) - USD ($) $ in Thousands	12 Months Ended
LEASES - Rent Expense (Details) - USD ($) $ in Thousands	Jul. 29, 2017	Jul. 30, 2016	Jul. 25, 2015
Leases [Abstract]
Minimum rentals	$ 11,153	$ 11,585	$ 11,090
Contingent rentals	668	929	893
Total rental expense	$ 11,821	$ 12,514	$ 11,983

LEASES - Additional Information (Details) ft² in Thousands			9 Months Ended	12 Months Ended
LEASES - Additional Information (Details) ft² in Thousands	Apr. 30, 2014 ft²	Nov. 06, 2013 ft²	Apr. 26, 2014 USD ($)	Jul. 29, 2017 USD ($) real_estate_partnership store property	Jul. 30, 2016 USD ($)	Jul. 25, 2015 USD ($)
Leased Assets [Line Items]
Number of stores leased \| store				23
Number of leased stores capitalized \| store				5
Renewal term				5 years
Number of real estate partnerships with company ownership interests \| real_estate_partnership				3
Number of partnerships to which rent was paid for leased stores \| real_estate_partnership				2
Rent paid to related partnership				$ 1,500,000	$ 1,400,000	$ 1,300,000
Rent paid to Wakefern under sublease agreement				1,316,000	1,316,000	1,296,000
Hanover Township, New Jersey
Leased Assets [Line Items]
Square feet of store \| ft²		77
Morris Plains, New Jersey
Leased Assets [Line Items]
Business exit costs			$ 3,481,000
Exit costs paid				788,000	918,000	982,000
New Store, Union, New Jersey
Leased Assets [Line Items]
Square feet of store \| ft²	59
Union, New Jersey
Leased Assets [Line Items]
Square feet of store \| ft²	40
Business exit costs			$ 929,000
Exit costs paid				$ 0	266,000	531,000
Minimum
Leased Assets [Line Items]
Lease terms				20 years
Term of non-cancelable leases				1 year
Maximum
Leased Assets [Line Items]
Lease terms				30 years
Variable Interest Entity, Not Primary Beneficiary
Leased Assets [Line Items]
Number of variable interest entity real estate partnerships \| real_estate_partnership				1
Number of properties owned by VIE partnership \| property				1
Percentage of profits and losses entitled to Company				33.00%
Officer
Leased Assets [Line Items]
Officer ownership percentage in leasing property realty firm				30.00%
Rent paid to related parties				$ 688,000	$ 642,000	$ 640,000

SHAREHOLDERS’ EQUITY - Additional Information (Details)	9 Months Ended	12 Months Ended
SHAREHOLDERS’ EQUITY - Additional Information (Details)	Apr. 23, 2016 USD ($)	Jul. 29, 2017 USD ($) class_common_stock plan vote $ / shares shares	Jul. 30, 2016 USD ($) $ / shares shares	Jul. 25, 2015 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value		$ 2,000
Number of common stock classes \| class_common_stock		2
Common stock cash dividends, percent Class A is entitled greater than Class B		54.00%
Preferred stock shares authorized (in shares) \| shares		10,000,000	10,000,000
Preferred stock shares issued (in shares) \| shares		0	0
Stock Repurchased During Period, Value		$ 1,859,000
Number of share-based compensation plans \| plan		3
Compensation cost charged against income		$ 3,134,000	$ 3,195,000	$ 3,169,000
Income tax benefit recognized		$ 802,000	$ 1,131,000	1,134,000
Weighted-average remaining contractual term of options outstanding		4 years 9 months 6 days
Weighted-average remaining contractual term of options exercisable		4 years 8 months 4 days
Aggregate intrinsic value of options outstanding		$ 2,000
Weighted-average grant date fair value of options granted \| $ / shares		$ 4.79	$ 4.32
Intrinsic value of options exercised		$ 204,000	$ 70,000	1,090,000
Fair value of restricted shares vested		4,117,000	549,000	576,000
Unrecognized compensation costs related to nonvested stock options and restricted stock granted		$ 8,685,000
Weighted-average period of compensation cost expected to be recognized		31 months 2 days
Cash received from option exercises under share-based compensation arrangements		$ 812,000	813,000	2,392,000
Actual tax benefit realized		$ 83,000	$ 29,000	424,000
Class A Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of votes entitled per share \| vote		1
Authorized amount of share repurchase program				$ 5,000,000
Stock Repurchased During Period, Value	$ 978,000
Class A Common Stock \| 2004 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized \| shares		1,200,000
Vesting period		3 years
Expiration period		10 years
Shares remaining for future grants (in shares) \| shares		0
Class A Common Stock \| 2004 Plan \| Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		3 years
Class A Common Stock \| 2010 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized \| shares		1,200,000
Vesting period		3 years
Expiration period		10 years
Class A Common Stock \| 2010 Plan \| Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		3 years
Class B Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of votes entitled per share \| vote		10
Percentage of voting power (greater than)		50.00%
Withholding In Satisfaction Of Taxes On Vested Equity Award [Member] \| Class A Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock Repurchased During Period, Value		$ 2,222,000

PENSION PLANS - Additional Information (Details) $ in Thousands	12 Months Ended
	Jul. 28, 2018 USD ($)	Jul. 29, 2017 USD ($) pension_plan	Jul. 30, 2016 USD ($) pension_plan	Jul. 25, 2015 USD ($)
Compensation Related Costs [Abstract]
Number of defined benefit plans \| pension_plan		4	4,000
Number of defined benefit plans covering union members \| pension_plan		2
Number of defined benefit plans covering non-union members \| pension_plan		1
Defined Benefit Plan, Curtailments		$ 0	$ (17,904)
Accumulated benefit obligations		71,701	80,021
Defined Benefit Plan Disclosure [Line Items]
Class A common stock held in plan		636	770
Company contributions to other multi-employer benefit plans		28,137	27,965	$ 26,932
401(k) company contributions		1,132	641	392
Company contributions to union sponsored plans		$ 783	$ 836	$ 817
Equity Securities
Defined Benefit Plan Disclosure [Line Items]
Minimum target allocation		50.00%
Maximum target allocation		70.00%
Fixed Income Funds
Defined Benefit Plan Disclosure [Line Items]
Minimum target allocation		25.00%
Maximum target allocation		40.00%
Cash and Cash Equivalents
Defined Benefit Plan Disclosure [Line Items]
Minimum target allocation		0.00%
Maximum target allocation		10.00%
Scenario, Forecast [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plans, Estimated Future Employer Contributions in Current Fiscal Year	$ 3,500
Expected net actuarial loss to be recognized	$ 570

PENSION PLANS - Accumulated Benefit Obligations (Details) - USD ($) $ in Thousands	Jul. 29, 2017	Jul. 30, 2016
Compensation Related Costs [Abstract]
Projected benefit obligation	$ 70,019	$ 80,021
Accumulated benefit obligation	70,019	80,021
Fair value of plan assets	$ 54,557	$ 53,281

PENSION PLANS - Assumptions Used (Details)	12 Months Ended
PENSION PLANS - Assumptions Used (Details)	Jul. 29, 2017	Jul. 30, 2016	Jul. 25, 2015
Defined Benefit Plan Disclosure [Line Items]
Assumed discount rate — net periodic pension cost	3.08%	4.02%	3.95%
Assumed discount rate — benefit obligation	3.60%	3.08%	4.02%
Expected rate of return on plan assets	7.50%	7.50%	7.50%
Minimum
Defined Benefit Plan Disclosure [Line Items]
Assumed rate of increase in compensation levels	4.00%	4.00%	4.00%
Maximum
Defined Benefit Plan Disclosure [Line Items]
Assumed rate of increase in compensation levels	4.50%	4.50%	4.50%

PENSION PLANS - Fair Value of Pension Assets (Details) - USD ($) $ in Thousands	Jul. 29, 2017	Jul. 30, 2016
Defined Benefit Plan Disclosure [Line Items]
Cash	$ 776	$ 1,173
Equity Securities [Abstract]
Company stock	636	770
U.S large cap	20,893	18,416
U.S. small/mid cap	6,823	6,591
International	7,608	6,752
Emerging markets	1,277	1,219
Fixed Income Securities [Abstract]
U.S treasuries	9,876	10,560
Mortgage-backed	1,889	1,918
Corporate bonds	6,110	5,194
International	619	688
Total	56,507	53,281
Level 1
Defined Benefit Plan Disclosure [Line Items]
Cash	166	1,173
Equity Securities [Abstract]
Company stock	636	770
U.S large cap	19,696	18,416
U.S. small/mid cap	6,644	6,591
International	7,187	6,752
Emerging markets	1,277	1,219
Fixed Income Securities [Abstract]
U.S treasuries	9,520	10,560
Mortgage-backed	1,783	0
Corporate bonds	2,931	3,054
International	619	688
Total	50,459	49,223
Level 2
Defined Benefit Plan Disclosure [Line Items]
Cash	610	0
Equity Securities [Abstract]
Company stock	0	0
U.S large cap	1,197	0
U.S. small/mid cap	179	0
International	421	0
Emerging markets	0	0
Fixed Income Securities [Abstract]
U.S treasuries	356	0
Mortgage-backed	106	1,918
Corporate bonds	3,179	2,140
International	0	0
Total	$ 6,048	$ 4,058

PENSION PLANS - Estimated Future Benefit Payments (Details) $ in Thousands	Jul. 29, 2017 USD ($)
Defined Benefit Plan, Expected Future Benefit Payments, Fiscal Year Maturity [Abstract]
2016	$ 3,670
2017	2,530
2018	3,130
2019	3,101
2020	12,750
2021-2025	$ 17,830

COMMITMENTS and CONTINGENCIES (Details) $ in Thousands	3 Months Ended		12 Months Ended	57 Months Ended
COMMITMENTS and CONTINGENCIES (Details) $ in Thousands	Apr. 23, 2016 USD ($)	Oct. 25, 2014 USD ($)	Jul. 29, 2017 union	Jul. 29, 2017 USD ($)	Jul. 27, 2013 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Insurance settlements receivable					$ 4,913
Insurance receivable write-off		$ (2,270)
Insurance recoveries	$ 940			$ 3,583
Concentration Risk [Line Items]
Number of unions \| union			7
Expiration period of union contracts			1 year
Labor Force Concentration Risk \| Workforce Subject to Collective Bargaining Arrangements
Concentration Risk [Line Items]
Percentage of employees covered by collective bargaining agreements			91.00%	91.00%
Unionized Employees Concentration Risk \| Workforce Subject to Collective Bargaining Arrangements Expired or Expiring within One Year
Concentration Risk [Line Items]
Percentage of employees covered by collective bargaining agreements			6.00%	6.00%