OVERVIEW

Village Super Market, Inc. (the "Company" or "Village") operates a chain of 30
ShopRite supermarkets in New Jersey, eastern Pennsylvania, Maryland and New York
City and three Gourmet Garage specialty markets in Manhattan, New York City. On
November 1, 2019, Village opened a 82,000 sq. ft. (52,000 selling sq. ft.) store
in Stroudsburg, Pennsylvania and replaced our existing 53,000 sq. ft. store. On
June 24, 2019, Village acquired the assets and certain liabilities of Gourmet
Garage for $5,203. Gourmet Garage operates three specialty markets averaging
11,000 sq. ft. (5,800 selling sq. ft.) in Manhattan, New York City. On June 28,
2018, Village opened a 53,000 sq. ft. (31,000 selling sq. ft.) ShopRite in the
Bronx, New York City.

On May 14, 2020, Village completed its acquisition of certain assets, including
five supermarkets, a production distribution center (the "PDC") and the
intellectual property of Fairway Group Holdings Corp. and certain of its
subsidiaries ("Fairway"), including the names "Fairway" and "Fairway Markets."
Four of the supermarkets are in Manhattan, specifically the Upper West Side,
Upper East Side, Kips Bay and Chelsea locations, and a fifth store is located in
Pelham, NY. The acquisition was effectuated pursuant to
the Asset Purchase Agreement (the "APA"), entered into on January 20, 2020,
revised on March 25, 2020 and approved by the United States Bankruptcy Court for
the Southern District of New York through a Sale Order entered on April 20,
2020. Village paid $73,200 for the Fairway assets, net of adjustments set forth
in the APA, and assumed certain liabilities, consisting primarily of those
arising from acquired leases. Additionally, Village's cash purchase price was
reduced by a $2,000 credit arising from the breakup of Village's initial
"stalking horse" bid under the January 20, 2020 Asset Purchase Agreement.

Village is the second largest member of Wakefern Food Corporation ("Wakefern"),
the nation's largest retailer-owned food cooperative and owner of the ShopRite
and Gourmet Garage names.  As further described in the Company's Form 10-K, this
ownership interest in Wakefern provides Village many of the economies of scale
in purchasing, distribution, store brands, advanced retail technology, marketing
and advertising associated with chains of greater size and geographic coverage.

The supermarket industry is highly competitive and characterized by narrow
profit margins. The Company competes directly with multiple retail formats, both
in-store and online, including national, regional and local supermarket chains
as well as warehouse clubs, supercenters, drug stores, discount general
merchandise stores, fast food chains, restaurants, dollar stores and convenience
stores. Village competes by using low pricing, providing a superior customer
service experience and a broad range of consistently available quality products,
including our own brands portfolio. In October 2019, ShopRite introduced the
Right Price Promise pricing strategy, a commitment to everyday low prices on the
items customers purchase most frequently. 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.

In November 2019, ShopRite launched the Bowl & Basket and Paperbird store brands. Bowl & Basket foods pair thoughtfully selected ingredients at a budget friendly price and Paperbird offers a line of newly designed household products.


 More than 100 newly branded items, including packaged salads, salty snacks,
cooking oils, bottled water and paper goods, were introduced in early November.
ShopRite expects to add nearly 3,500 Bowl & Basket foods and Paperbird household
products through fiscal 2021. The introduction of Bowl & Basket and Paperbird
follows the 2016 launch of ShopRite's Wholesome Pantry brands, which include the
Wholesome Pantry Organic line as well as a range of products free from 110
ingredients and artificial additives and preservatives.

The Company's stores, six of which are owned, average 56,000 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.

We 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 also offer online
purchasing through various third party digital platforms.


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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.

COVID-19

The Company was significantly impacted by the COVID-19 outbreak as it operates
in and around one of the epicenters of the health crisis with much of our trade
area under stay-at-home orders since mid-March 2020. The Company is classified
as an essential business and has remained open to serve our customers and the
communities in which we operate. Our first priority throughout this
unprecedented time has and will continue to be the safety of our associates and
our customers. In response to COVID-19, Village incurred incremental operating
expenses of over $5,500 in the 13 weeks ended April 25, 2020 for programs and
new initiatives implemented to support and protect our associates, customers and
the communities we are a part of including:

• Enhanced and more frequent sanitation practices, including hourly cleaning

of high touch point areas throughout our stores, nightly deep cleaning and


       bi-weekly disinfectant fogging in every store


•      Reduced store operating hours, including the closure of all stores on

Easter Sunday, to provide time for our associates to rest and complete the


       enhanced cleaning practices


•      Created a centralized call center to provide our associates with

consistent, accurate, reliable guidance regarding Company policies and CDC

recommended protocols

• Created a text communication platform to provide enrolled associates with

real-time alerts and updates

• Expanded remote work capabilities for office associates and limited travel

of regional supervision teams

• Provided over 150,000 meals, including two hot meals during the day to all

associates on duty and a boxed lunch to all night crew associates, through

the Feeding Our Village Heroes Program

• Provided over 15,000 meals sourced from local restaurants to healthcare

professionals through our Heroes Feeding Heroes program

• Reserved the first hour of business each day for elderly and at-risk customers

• Implemented a temporary wage premium of $2 per hour above the standard

base rate of pay for all hourly front-line associates and weekly premiums


       for salaried front-line associates, applied to hours worked from March
       22nd through June 13th

• Accelerated payment of quarterly bonuses for the 13 weeks ended April 25, 2020

• Provided Emergency Paid Leave to associates affected by COVID-19

• Maintained health care coverage for all associates unable to work due to

COVID-19

• Blue Squares for Social Distancing program - installed floor markers and

additional signage in high traffic areas to signify six-foot distances to

encourage proper social distancing

• Installed plexiglass shields at all registers, guest services and pharmacy


       counters


•      Reduced offerings at service departments, eliminated the sale of bulk
       self-service merchandise and closed in-store restaurants and dining areas
       to assist and encourage social distancing

• Limited the number of customers to approximately 30% of each store's


       maximum occupancy


•      Implemented a Personal Protective Equipment program and provided
       associates with masks and gloves

• Donated and supplied masks to local hospitals

• Implemented temperature checks for all associates

• Expanded digital capabilities, including four rapidly deployed "pop-up"

ShopRite from Home stores, contactless pickup and prescription drug pickup

and delivery

• Expanded partnerships with online grocery picking and delivery services to

better support our customers increased demand for these services

• Introduced the Essentials Box Program - providing a safe and convenient

way to stock up on in-demand produce or cleaning products, pre-packaged

and available for delivery

• Expanded mobile scan to an additional 10 stores








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RESULTS OF OPERATIONS

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



                                               13 Weeks Ended

39 Weeks Ended


                                      April 25, 2020     April 27, 2019     April 25, 2020     April 27, 2019
Sales                                     100.00  %          100.00  %          100.00  %          100.00  %
Cost of sales                              71.66              72.03              72.27              72.21
Gross profit                               28.34              27.97              27.73              27.79
Operating and administrative expense       23.34              24.62              24.39              23.97
Depreciation and amortization               1.68               1.65               1.76               1.66
Operating income                            3.32               1.70               1.58               2.16
Interest expense                           (0.12 )            (0.28 )            (0.13 )            (0.27 )
Interest income                             0.20               0.35               0.25               0.32
Income before taxes                         3.40               1.77               1.70               2.21
Income taxes                                0.97               0.51               0.49               0.66
Net income                                  2.43  %            1.26  %            1.21  %            1.55  %



Sales. Sales were $458,292 in the 13 weeks ended April 25, 2020, an increase of
15.9% compared to the 13 weeks ended April 27, 2019.  Sales increased due to the
opening of the Stroudsburg replacement store on November 1, 2019, the
acquisition of Gourmet Garage on June 24, 2019 and a same store sales increase
of 13.6%. Same store sales increased due primarily to the impact of the COVID-19
outbreak and related stay-at-home measures, most significantly in March where
sales reached unprecedented levels. Same store sales also increased due to
continued sales growth in the Bronx, New York City store opened on June 28, 2018
and digital sales growth of 41.8%.

Sales were $1,303,116 in the 39 weeks ended April 25, 2020, an increase of 6.4%
from the 39 weeks ended April 27, 2019. Sales increased due to the opening of
the Stroudsburg replacement store on November 1, 2019, the acquisition of
Gourmet Garage on June 24, 2019 and a same store sales increase of 4.5%. Same
store sales increased due primarily to the impact of the COVID-19 outbreak and
related stay-at-home measures. Same store sales also increased due to continued
sales growth in the Bronx, New York City store opened on June 28, 2018 and
digital sales growth of 28.1%. These increases were partially offset by the
impact of two competitor store openings and decreased promotional spending in
Maryland.

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.



Gross Profit. Gross profit as a percentage of sales increased .37% in the 13
weeks ended April 25, 2020 compared to the 13 weeks ended April 27, 2019.
Excluding the impact of the addition of Gourmet Garage, gross profit as a
percentage of sales increased .16% in the 13 weeks ended April 25, 2020 compared
to the 13 weeks ended April 27, 2019 due primarily to lower promotional spending
due to uncertainty of product availability during the COVID-19 outbreak (.49%)
and increased leverage on fixed warehouse assessment charges from Wakefern
(.26%). These increases were partially offset by an unfavorable change in
product mix (.37%), decreased departmental gross margin percentages (.18%) and
decreased patronage dividends and rebates received from Wakefern (.05%). Both
product mix and departmental gross margin percentages were impacted by
limitations in service departments and product availability as a result of the
COVID-19 outbreak.

Gross profit as a percentage of sales decreased .06% in the 39 weeks ended
April 25, 2020 compared to the 39 weeks ended April 27, 2019. Excluding the
impact of the addition of Gourmet Garage, gross profit as a percentage of sales
decreased
.28% due primarily to decreased departmental gross margin percentages (.31%),
decreased patronage dividends and rebates received from Wakefern (.07%) and an
unfavorable change in product mix (.10%) partially offset by lower promotional
spending (.11%) and increased leverage on warehouse assessment charges from
Wakefern (.09%).

Departmental gross profits decreased in both the 13 and 39 week periods ended
April 25, 2020 compared to the 13 and 39 weeks ended April 27, 2019 due
primarily to limitations in service departments and product availability as a
result of the COVID-19 outbreak, price investments, including the ShopRite's
Right Price Promise pricing strategy, a commitment to everyday

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low prices on the items customers purchase most frequently, introduced in October 2019, and decreased pharmacy margins as a result of continued downward pressure on prescription reimbursement rates from third party providers.



Operating and Administrative Expense. Operating and administrative expense as a
percentage of sales decreased 1.28% in the 13 weeks ended April 25, 2020
compared to the 13 weeks ended April 27, 2019. The 13 weeks ended April 25, 2020
includes a gain on the sale of pharmacy prescription lists related to three
store pharmacies closed in March 2020 (.26%) and lease costs reclassified from
Depreciation and Amortization and Interest Expense to Operating and
Administrative Expense (.14%) as a result of the adoption of ASU 2016-02,
"Leases" (see note 1 to the consolidated financial statements), and a reduction
in pension settlement charges of (.08%) compared to the 13 weeks ended April 27,
2019. Excluding these items, operating and administrative expense as a
percentage of sales decreased 1.08% in the 13 weeks ended April 25, 2020
compared to the 13 weeks ended April 27, 2019 due primarily to leverage from
higher sales despite incremental costs related to COVID-19, including enhanced
wages and benefits and expanded safety and sanitation protocols (1.21%).

Operating and administrative expense as a percentage of sales increased .42% in
the 39 weeks ended April 25, 2020 compared to the 39 weeks ended April 27, 2019.
The 39 weeks ended April 25, 2020 includes a gain on the sale of pharmacy
prescription lists related to three store pharmacies closed in March 2020
(.09%), a non-cash pension charge related to the termination of a
company-sponsored pension plan and other pension settlement charges (.10%) (see
note 4 to the consolidated financial statements), pre-opening costs of the
Stroudsburg, Pennsylvania replacement store (.10%), store closure costs and
charges to write off the lease asset and related obligations for the old
Stroudsburg store (.06%) and lease costs reclassified from Depreciation and
Amortization and Interest Expense to Operating and Administrative Expense (.14%)
as a result of the adoption of ASU 2016-02, "Leases" (see note 1 to the
consolidated financial statements). The 39 weeks ended April 27, 2019 includes a
gain for Superstorm Sandy insurance proceeds received (.03%) and pension
settlement charges (.04%). Excluding these items from both periods, operating
and administrative expense as a percentage of sales increased .10% in the 39
weeks ended April 25, 2020 compared to the 39 weeks ended April 27, 2019 due
primarily to incremental costs related to COVID-19, including enhanced wages and
benefits and expanded safety and sanitation protocols (.42%) partially offset by
increased leverage from higher sales.

Depreciation and Amortization. Depreciation and amortization expense increased
in the 13 weeks ended April 25, 2020 compared to the 13 weeks ended April 27,
2019 due to depreciation related to acquisition of Gourmet Garage and capital
expenditures. Depreciation and amortization expense increased in the 39 weeks
ended April 25, 2020 compared to the 39 weeks ended April 27, 2019 due to
depreciation related to acquisition of Gourmet Garage, capital expenditures and
accelerated depreciation related to assets at the existing Stroudsburg store
that was replaced on November 1, 2019.

Interest Expense. Interest expense in the 13 and 39 weeks ended April 25, 2020
decreased compared to the 13 and 39 weeks ended April 27, 2019 due to lease
costs reclassified to Operating and Administrative Expenses as a result of the
adoption of ASU 2016-02, "Leases" (see note 1 to the consolidated financial
statements).

Interest Income. Interest income decreased in the 13 and 39 weeks ended April 25, 2020 compared to the 13 and 39 weeks ended April 27, 2019 due primarily to lower amounts invested in variable rate notes receivable from Wakefern and demand deposits invested at Wakefern and lower interest rates.



Income Taxes. The effective income tax rate was 28.4% and 28.9% in the 13 and 39
weeks ended April 25, 2020, respectively, compared to 28.9% and 29.9% in the 13
and 39 weeks ended April 27, 2019, respectively.

Net Income. Net income was $11,152 in the 13 weeks ended April 25, 2020 compared
to $4,970 in the 13 weeks ended April 27, 2019. The 13 weeks ended April 25,
2020 includes a gain on the sale of pharmacy prescription lists related to three
store pharmacies closed in March 2020 of $854 (net of tax). The 13 weeks ended
April 25, 2020 includes pension settlement charges of $83 (net of tax) compared
to $302 (net of tax) in the 13 weeks ended April 27, 2019. Excluding these items
from both periods, net income increased 97% in the 13 weeks ended April 25, 2020
compared to the prior year.

Net income was $15,724 in the 39 weeks ended April 25, 2020 compared to $18,810
in the 39 weeks ended April 27, 2019. The 39 weeks ended April 25, 2020 includes
a gain on the sale of pharmacy prescription lists related to three store
pharmacies closed in March 2020 of $854 (net of tax), a non-cash pension charge
related to the termination of a company-sponsored pension plan and other pension
settlement charges of $954 (net of tax), pre-opening costs related to the
Stroudsburg, Pennsylvania replacement store of $891 (net of tax) and store
closure costs and charges to write off the lease asset and related obligations
for the old Stroudsburg store of $557 (net of tax). The 39 weeks ended April 27,
2019 includes a $290 (net of tax) gain for Superstorm Sandy insurance proceeds
received and pension settlement charges of $302 (net of tax). Excluding these
items from both periods, net income decreased 8% in the 39 weeks ended April 25,
2020 compared to the prior year.



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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 Company's
critical accounting policies relating to the impairment of long-lived assets and
goodwill, accounting for patronage dividends earned as a stockholder of
Wakefern and accounting for pension plans, are described in the Company's Annual
Report on Form 10-K for the year ended July 27, 2019. Except for the changes due
to the adoption of ASU 2016-02 related to leases discussed in "Recently adopted
accounting standards," Note 1, and Note 7 as of April 25, 2020, there have been
no changes to the critical accounting policies contained therein.

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.

LIQUIDITY AND CAPITAL RESOURCES



Net cash provided by operating activities was $59,404 in the 39 weeks ended
April 25, 2020 compared to $39,769 in the corresponding period of the prior
year. The increase in net cash provided by operating activities in fiscal 2020
was primarily due to changes in working capital. Working capital changes,
including Other assets and liabilities, increased net cash provided by operating
activities by $16,965 in fiscal 2020 compared to a decrease of $1,718 in fiscal
2019. The change in impact of working capital is due primarily to lower
merchandise inventories caused by higher sales due to COVID-19 and higher
accounts payable to Wakefern due to higher purchase fulfillment at the end of
April.

During the 39 weeks ended April 25, 2020, Village used cash to fund capital
expenditures of $47,812, dividends of $9,697, a $7,600 deposit into escrow
related to the Fairway acquisition and additional investments of $2,243 in notes
receivable from Wakefern. Capital expenditures primarily include costs
associated with the Stroudsburg replacement store, expansion of ShopRite from
Home and equipment purchases.

Village has budgeted $55,000 for capital expenditures for fiscal 2020. Planned
expenditures include the construction of a replacement store in Stroudsburg,
Pennsylvania, one major remodel, expansion of ShopRite from Home, and various
merchandising, technology, equipment and facility upgrades. The Company's
primary sources of liquidity in fiscal 2020 are expected to be cash and cash
equivalents on hand at April 25, 2020, operating cash flow generated in
fiscal 2020 and the Company's Credit Facility.

At April 25, 2020, the Company held variable rate notes receivable due from
Wakefern of $25,839 that earn interest at the prime rate plus 1.25% and mature
on August 15, 2022 and $26,612 that earn interest at the prime rate plus .75%
and mature on February 15, 2024. 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.

Working capital was $21,067 at April 25, 2020 compared to $56,307 at July 27,
2019. Working capital ratios at the same dates were 1.17 and 1.50 to 1,
respectively. The decrease in working capital in fiscal 2020 compared to fiscal
2019 is due primarily to a decrease in merchandise inventories caused by higher
sales and intermittent supply chain disruptions due to COVID-19 and recognition
of current operating lease obligations as a result of the adoption of ASU
2016-02, "Leases". 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 had an unsecured revolving credit agreement providing a maximum amount
available for borrowing of $25,000. The credit agreement provided for up to
$3,000 of letters of credit, which secured obligations for construction
performance guarantees to municipalities. There were no amounts outstanding at
April 25, 2020 or July 27, 2019 under the facility.

On May 6, 2020, Village entered into a credit agreement (the "Credit Facility")
with Wells Fargo Bank, National Association ("Wells Fargo") that supersedes in
its entirety the prior $25,000 credit agreement with Wells Fargo dated November
9, 2017. The principal purpose of the Credit Facility is to finance general
corporate and working capital requirements and Village's acquisition of certain
Fairway assets which closed on May 14, 2020. Among other things, the Credit
Facility provides for a maximum loan amount of $150,500, as further set forth
below:

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• An unsecured revolving line of credit providing a maximum amount available


       for borrowing of $125,000. Indebtedness under this agreement bears
       interest at the applicable LIBOR rate plus 1.10% and expires on May 6,
       2025.

• An unsecured term loan with a maximum loan amount of $25,500. On May 12,

2020, Village executed a $25,500 term note, repayable in equal monthly

installments based on a seven-year amortization schedule through May 4,

2027 and bearing interest at the applicable LIBOR rate plus 1.35%.

Additionally, Village executed an interest rate swap for a notional amount

equal to the term loan amount that fixes the base LIBOR rate at .41% per

annum through May 4, 2027, resulting in a fixed effective interest rate of

1.76% on the term note.

• The ability to convert up to $50,000 of the revolving line of credit to a


       secured converted term loan, which shall reduce the maximum amount
       available for borrowing under the revolving line of credit. Village
       expects to reduce the capacity of the revolving line of credit by
       converting approximately $50,000 to a converted term loan that will bear

interest at the applicable LIBOR rate plus 1.50% and will be repayable in

equal monthly installments based on a fifteen-year amortization schedule


       beginning on the conversion date. The converted term loan is subject to
       completion of customary closing conditions, including title searches and
       environmental studies for properties to be mortgaged. Additionally,
       Village executed a forward interest rate swap, effective August 3, 2020,
       for a notional amount of $50,000 that fixes the base LIBOR rate at .69%
       per annum for fifteen years, resulting in a fixed effective interest rate
       of 2.19% on the converted term loan.



The Credit Facility also provides for up to $25,000 of letters of credit, and
contains covenants that, among other conditions, require a minimum tangible net
worth, a minimum fixed charge coverage ratio and a maximum adjusted debt to
EBITDAR ratio.

Fairway Markets



The $73,200 purchase price for the Fairway acquisition was funded by borrowing
against the Company's unsecured revolving line of credit and an unsecured term
loan pursuant to the Company's Credit Facility. Additionally, as required by the
APA, Village had made a $7,600 deposit into escrow which is included in Other
assets in the Company's Consolidated Balance Sheet as of April 25, 2020.

There have been no other substantial changes as of April 25, 2020 to the contractual obligations and commitments discussed in the Company's Annual Report on Form 10-K for the year ended July 27, 2019.

OUTLOOK



This Form 10-Q 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: same store sales; economic conditions; expected pension plan
contributions; projected capital expenditures; 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.

• Due to the uncertainty arising from the COVID-19 global health crisis and


       its significant impact on our business, the Company will not provide same
       store sales guidance for fiscal 2020.

• We have budgeted $55,000 for capital expenditures in fiscal 2020. Planned


       expenditures include the construction of a replacement store in
       Stroudsburg, Pennsylvania, one major remodel, expansion of ShopRite from
       Home, and various merchandising, technology, equipment and facility
       upgrades.

• The Board's current intention is to continue to pay quarterly dividends in

2020 at the most recent rate of $.25 per Class A and $.1625 per Class B

share.

• We believe cash and cash equivalents on hand, operating cash flow and the


       Company's Credit Facility will be adequate to meet anticipated
       requirements for working capital, capital expenditures, acquisition of
       Fairway and debt payments for the foreseeable future.



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• We expect our effective income tax rate in fiscal 2020 to be in the range

of 29.5% - 30.5%.

• We expect approximately $1,800 of net periodic pension costs in fiscal

2020 related to the four Company sponsored defined benefit pension plans.

The Company expects contributions to its defined benefit pension plans to

be immaterial in fiscal 2020.

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

• The Company operates in and around one of the epicenters of the COVID-19

health crisis with much of our trade area under stay-at-home orders since

mid-March 2020. The Company is classified as an essential business and has

remained open to serve our customers and the communities in which we

operate. The continuing impact on our business, including the length and

impact of stay-at-home orders and/or regional quarantines, labor shortages

and employment trends, disruptions to supply chains, including our ability

to obtain products from our suppliers, higher operating costs, the form

and impact of economic stimulus and general overall economic instability,

is uncertain at this time and could have a material adverse effect on our

business, results of operations, financial condition and cash flows.

Furthermore, the impact of the COVID-19 health crisis may exacerbate other

risks and uncertainties included herein and in the Company's Annual Report

on Form 10-K for the year ended July 27, 2019, which could have a material


       effect on the Company.


•      The Fairway acquisition involves a number of risks, uncertainties and

challenges, including under-performance relative to our expectations,

additional capital requirements, unforeseen expenses or delays, imprecise

assumptions or our inability to achieve projected cost savings or other

synergies, competitive factors in the marketplace and difficulties

integrating the business, including merging company cultures, cultivating

brand strategy, expansion of food production and conforming the acquired


       company's standards, processes, procedures and controls. Many of these
       potential circumstances are outside of our control and any of them could
       result in an adverse impact on our results of operations, financial
       condition and cash flows and the diversion of management time and
       resources.

• The supermarket business is highly competitive and characterized by narrow

profit margins. Results of operations may be materially adversely impacted

by competitive pricing and promotional programs, industry consolidation

and competitor store openings. Village competes directly with multiple

retail formats both in-store and online, including national, regional and


       local supermarket chains as well as warehouse clubs, supercenters, drug
       stores, discount general merchandise stores, fast food chains,
       restaurants, dollar stores and convenience stores. Some of these
       competitors have greater financial resources, lower merchandise
       acquisition costs and lower operating expenses than we do.


•      The Company's stores are concentrated in New Jersey, New York,
       Pennsylvania and Maryland. We are vulnerable to economic downturns in

these states in addition to those that may affect the country as a whole.

Economic conditions such as inflation, deflation, interest rate

fluctuations, movements in energy costs, social programs, minimum wage

legislation, unemployment rates and changing demographics may adversely

affect our sales and profits.

• Village purchases substantially all of its merchandise from Wakefern. In

addition, Wakefern provides the Company with support services in numerous

areas including advertising, liability and property insurance, supplies,

certain equipment purchasing, coupon processing, certain financial

accounting applications, retail technology support, and other store

services. Further, Village receives patronage dividends and other product

incentives from Wakefern and also has demand deposits and notes receivable

due from Wakefern.




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 or solvency could have an adverse effect on
Village's results of operations.
•      Approximately 88% of our employees are covered by collective bargaining

agreements. Any work stoppages could have an adverse impact on our

financial results. If we are unable to control health care and pension


       costs provided for in the collective bargaining agreements, we may
       experience increased operating costs.

• The Company could be adversely affected if consumers lose confidence in

the safety and quality of the food supply chain. The real or perceived


       sale of contaminated food products by us could result in a loss of
       consumer confidence and product liability claims, which could have a
       material adverse effect on our sales and operations.



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• Certain of the multi-employer plans to which we contribute are

underfunded. As a result, we expect that contributions to these plans may

increase. Additionally, the benefit levels and related items will be

issues in the negotiation of our collective bargaining agreements. Under

current law, an employer that withdraws or partially withdraws from a

multi-employer pension plan may incur a withdrawal liability to the plan,

which represents the portion of the plan's underfunding that is allocable

to the withdrawing employer under very complex actuarial and allocation

rules. The failure of a withdrawing employer to fund these obligations can

impact remaining employers. The amount of any increase or decrease in our

required contributions to these multi-employer pension plans will depend

upon the outcome of collective bargaining, actions taken by trustees who

manage the plans, government regulations, withdrawals by other

participating employers and the actual return on assets held in the plans,

among other factors.

• The Company uses a combination of insurance and self-insurance to provide

for potential liability for workers' compensation, automobile and general


       liability, property, director and officers' liability, and certain
       employee health care benefits. Any projection of losses is subject to a
       high degree of variability. Changes in legal claims, trends and

interpretations, variability in inflation rates, changes in the nature and

method of claims settlement, benefit level changes due to changes in

applicable laws, and insolvency of insurance carriers could all affect our

financial condition, results of operations, or cash flows.

• Our long-lived assets, primarily store property, equipment and fixtures,


       are subject to periodic testing for impairment. Failure of our asset
       groups to achieve sufficient levels of cash flow could result in
       impairment charges on long-lived assets.

• Our effective tax rate may be impacted by the results of tax examinations

and changes in tax laws.

• Wakefern provides all members of the cooperative with information system

support that enables us to effectively manage our business data, customer


       transactions, ordering, communications and other business processes. These
       information systems are subject to damage or interruption from power
       outages, computer or telecommunications failures, computer viruses and
       related malicious software, catastrophic weather events, or human

error. Any material interruption of our or Wakefern's information systems


       could have a material adverse impact on our results of operations.


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/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

See note 5 to the unaudited consolidated financial statements for information on related party transactions.

RECENTLY ISSUED ACCOUNTING STANDARDS



In August 2018, the FASB issued ASU 2018-14, "Compensation-Retirement
Benefits-Defined Benefit Plans-General (Subtopic 715-20): Disclosure
Framework-Changes to the Disclosure Requirements for Defined Benefit Plans." The
guidance modifies disclosure requirements for defined benefit plans. This
guidance is effective for fiscal years ending after December 15, 2020, and early
adoption is permitted. The Company is currently assessing the potential impact
of ASU 2018-14 on its consolidated financial statement disclosures.

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