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

PREVIEW

Village operates a chain of twenty-nine ShopRite supermarkets, five Fairway
Markets and three Gourmet Garage specialty markets located in New Jersey, New
York, Pennsylvania and Maryland. Village is the second largest member of
Wakefern Food Corporation ("Wakefern"), the nation's largest retailer-owned food
cooperative and owner of the ShopRite, Fairway and Gourmet Garage names. This
ownership interest in Wakefern provides Village with many of the economies of
scale in purchasing, distribution, advanced retail technology, marketing and
advertising associated with larger chains.

At February 22, 2021, Village closed the ShopRite store located at Silver Spring, Maryland. Despite continued investments in marketing and promotion programs, the store was unable to generate sufficient sales to maintain profitability, which resulted in its closure. The impacts related to this closure are not significant on the consolidated financial statements.

On May 14, 2020, Village completed its acquisition of certain assets, including
five supermarkets averaging 52,000 sq. ft. (30,000 selling sq. ft.), 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" for $73,622, net of cash
acquired. 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. Like Village, Fairway traces its roots back to a
neighborhood market over 80 years ago. Fairway Markets offer a one-stop
destination shopping experience with an emphasis on fresh, unique, and high
quality offerings paired with an expansive variety of natural, organic,
specialty and gourmet products. The PDC is a centralized commissary that
promotes production efficiency, product quality and consistency in the bakery,
prepared foods, meals to go and other perishable product categories. Production
costs at the PDC, including materials, labor and overhead, are included in Cost
of sales. The Fairway acquisition expands our presence in New York City under an
iconic city brand and provides Village the ability to expand centralized food
production to support stores under all of our banners.

On November 1, 2019, Village opened an 82,000 sq. ft. (52,000 selling sq. ft.)
ShopRite in Stroudsburg, Pennsylvania and replaced our existing 53,000 sq. ft.
store.

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. 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 55,000 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.

Online grocery ordering for in-store pick up or home delivery through ShopRite
from Home is available in all of our ShopRite stores. Customers can browse our
circular, create and edit shopping lists and use ShopRite from Home through
shoprite.com or the ShopRite app. Additionally, the ShopRite Order Express app
enables customers to pre-order deli, catering, specialty occasion cakes and
other items. Online ordering for home delivery through third party services is
available in all Fairway and Gourmet Garage stores. In April 2020 we also added
online ordering for home delivery through third party services in all ShopRite
stores.

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.

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The Company utilizes a 52 - 53 week fiscal year, ending on the last Saturday in
the month of July. Fiscal 2021 contains 53 weeks and fiscal 2020 contains 52
weeks.

COVID-19

The Company was significantly impacted by the COVID-19 outbreak as it operates
in and around one of the early U.S. epicenters of the health crisis. The Company
is classified as an essential business and has remained open to serve our
customers and the communities in which we operate. We continue to experience
changes in customer shopping habits, shifts in product mix and increased demand
through digital channels as a result of the COVID-19 pandemic. Demand remains
high in most stores, however sales at Fairway and Gourmet Garage locations in
Manhattan have been negatively impacted by localized residential population
migration out of the city and less commuter and tourist traffic. We expect
continued uncertainty in our business as well as the local and regional
economies in which we operate depending on the duration and intensity of the
COVID-19 pandemic (see the "Outlook" section below for further discussion of
risks and uncertainties).

NON-GAAP MEASURES
The accompanying Consolidated Financial Statements, including the related notes,
are presented in accordance with generally accepted accounting principles
("GAAP"). We provide non-GAAP measures, including Adjusted net income and
Adjusted operating and administrative expenses management believes these metrics
are useful to investors and analysts. These non-GAAP financial measures should
not be considered as an alternative to GAAP measures such as net income,
operating income, operating and administrative expense or any other GAAP measure
of performance. These measures should not be reviewed in isolation or considered
as a substitute for our financial results as reported in accordance with GAAP.
We believe Adjusted net income and Adjusted operating and administrative expense
are useful metrics to investors and analysts because they present more accurate
year-over-year comparisons of our net income and operating and administrative
expense. Other companies may have different definitions of Non-GAAP Measures and
provide for different adjustments, and comparability to the Company's results of
operations may be impacted by such differences. The Company's presentation of
Non-GAAP Measures should not be construed as an implication that its future
results will be unaffected by unusual or non-recurring items.





















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The following tables reconciles Net income to Adjusted net income and Operating
and administrative expenses to Adjusted operating and administrative expenses:

                                                                    53 Weeks Ended      52 Weeks Ended
                                                                       July 31,            July 25,
                                                                         2021                2020

Net Income                                                         $      19,994       $      24,938

Adjustments to Gross Profit:
Amortization of acquisition related inventory step up                          -                 507

Adjustments to operating and administrative expenses: Gain on disposal of assets (1)

                                                (4,768)             (1,220)
Non-cash pension termination and settlement charges                          587               1,604
Store closure costs (2)                                                      325                 799
New store pre-opening costs (3)                                                -               1,274
Gain on Superstorm Sandy insurance proceeds                                    -              (2,733)
Fairway acquisition transaction costs                                          -               2,701
Break-up fee income (4)                                                        -              (2,035)

Other adjustments:
Impairment of assets (5)                                                   2,900                   -
Estimated income from 53rd week (6)                                         (602)                  -

Adjustments to Income taxes:
Tax impact of adjustments to gross profit and
operating expenses                                                           478                (236)
Tax gain on federal net operating loss carryback                               -              (2,512)

Adjusted net income                                                $      18,914       $      23,087

Operating and administrative expense                                     498,786             444,833
Total adjustments to operating administrative expense                      3,856                (390)
Adjusted operating and administrative expense                            502,642             444,443
Adjusted operating and administrative expense as a %
of sales                                                                   24.76  %            24.63  %



(1) Fiscal 2021 includes a $4,044 gain on the sale of the leasehold interest in
a non-supermarket related parking lot obtained as part of the Fairway
acquisition and a $724 gain on the sale of the pharmacy prescription list
related to the Silver Spring store. Fiscal 2020 includes a gain on the sale of
the pharmacy prescription lists related to three store pharmacies closed in
March 2020.
(2) Fiscal 2021 includes costs associated with the closure of the Silver Spring,
Maryland store on February 22, 2021 and Fiscal 2020 includes charges to write
off the lease asset and related obligations for the old Stroudsburg store.
(3) Fiscal 2020 pre-opening costs relate to the Stroudsburg replacement store
opened on November 1, 2019.
(4) Fiscal 2020 gain due to the breakup of Village's initial "stalking horse"
bid under the January 20, 2020 Fairway Asset Purchase Agreement.
(5) Fiscal 2021 non-cash impairment charges for the Fairway trade name of $2,386
and the long-lived assets for one Gourmet Garage store of $514.
(6) Fiscal 2021 is a 53-week fiscal year, with the additional week included in
the fourth quarter.
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RESULTS OF OPERATIONS

The following table presents the components of the Company’s consolidated statements of earnings as a percentage of sales:

                                        July 31, 2021      July 25, 2020
Sales                                        100.00  %          100.00  %
Cost of sales                                 72.17  %           71.93  %
Gross profit                                  27.83  %           28.07  %
Operating and administrative expense          24.57  %           24.65  %
Depreciation and amortization                  1.69  %            1.74  %
Impairment of assets                           0.14  %               -  %
Operating income                               1.43  %            1.68  %
Interest expense                              (0.19) %           (0.14) %
Interest income                                0.18  %            0.22  %
Income before income taxes                     1.42  %            1.76  %
Income taxes                                   0.44  %            0.38  %
Net income                                     0.98  %            1.38  %



SALES

Sales were $2,030,330 in fiscal 2021, an increase of $225,736, or 12.5% from
fiscal 2020. Sales increased $35,433, or 2.0%, due to fiscal 2021 containing 53
weeks. Excluding the impact of the 53rd week, sales increased due to the Fairway
acquisition completed on May 14, 2020, the opening of the Stroudsburg
replacement store on November 1, 2019 and a same store sales increase of 1.8%.
Excluding the impact of the 53rd week, same store sales increased 7.5% in fiscal
2021 on a two-year stacked basis compared to fiscal 2019.

Since the beginning of the COVID-19 pandemic, we have experienced higher average
basket sizes and decreased transaction counts as customers have consolidated
shopping trips. Additionally, both food inflation and increased Supplemental
Nutrition Assistance Program ("SNAP") benefits positively impacted sales. Same
store digital sales growth accelerated through both ShopRite from Home and
partnerships with online grocery picking and delivery services, increasing 68%
in fiscal 2021 compared to fiscal 2020 and 219% on a two-year stacked basis.
During the COVID-19 pandemic, fiscal 2021 sales at Fairway and Gourmet Garage
locations in Manhattan have been significantly negatively impacted due primarily
to residential population migration out of the city and less commuter and
tourist traffic.

New stores and replacement stores are included in comparable store sales in the quarter following store operations for four full quarters. Store renovations and expansions are immediately included in comparable store sales.

GROSS PROFIT

Gross profit as a percentage of sales decreased to 27.83% in fiscal 2021
compared to 28.07% in fiscal 2020. Higher margins associated with Fairway
increased gross profit (.22%), despite higher costs as we transition and
integrate commissary operations into our business. Excluding the impact of
Fairway, gross profit as a percentage of sales decreased .46% due primarily to
decreased departmental gross margin percentages (.48%) and increased warehouse
assessment charges from Wakefern (.34%), partially offset by a favorable change
in product mix (0.17%), lower promotional spending (0.16%) and increased
patronage dividends and rebates received from Wakefern (.03%). Departmental
gross profits decreased due partly to price investments.

OPERATING AND ADMINISTRATION COSTS

Operating and administrative expense as a percentage of sales decreased to
24.57% in fiscal 2021 compared to 24.65% in fiscal 2020. Adjusted operating and
administrative expense as a percentage of sales increased to 24.76% in fiscal
2021 compared to 24.63% in fiscal 2020.

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Adjusted operating and administrative expense increased due primarily to
increased occupancy costs due primarily to the Fairway acquisition (.56%) and
increased external fees and transportation costs associated with digital sales
(.42%), partially offset by decreased costs related to COVID-19, including
enhanced wages and benefits, security and outside sanitation services (.62%) and
lower payroll and fringe benefit costs (.24%). Payroll and fringe benefits
decreased primarily due to leverage from higher sales, reductions in service
department offerings, labor shortages and productivity initiatives partially
offset by the addition of Fairway, growth of ShopRite from Home and minimum wage
and demand driven pay rate increases.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization expense was $34,195 and $31,358 in fiscal 2021 and
2020, respectively. Depreciation and amortization expense increased in fiscal
2021 compared to the prior year due to depreciation related to assets acquired
as part of the Fairway acquisition.

ASSET IMPAIRMENT

Impairment of assets includes non-cash charges related to the Fairway trade name of $ 2,386 (see note 1 to the consolidated financial statements) and long-term assets for a Gourmet Garage A shop of $ 514.

INTEREST CHARGES

Interest expense was $3,943 and $2,611 in fiscal 2021 and 2020, respectively.
Interest expense increased in fiscal 2021 compared to fiscal 2020 due primarily
to interest expense related to the credit agreement entered into on May 6, 2020
(see note 7 to the consolidated financial statements).

INCOME FROM INTEREST

Interest income was $3,633 and $4,060 in fiscal 2021 and 2020, respectively.
Interest income decreased in fiscal 2021 compared to fiscal 2020 due primarily
to lower interest rates for amounts invested in variable rate notes receivable
from Wakefern and demand deposits invested at Wakefern.

INCOME TAXES

The Company’s effective tax rate was 30.7% and 21.4% for fiscal 2021 and 2020, respectively.

Fiscal 2020 includes a $2,512 benefit from a federal net operating loss
carryback at a rate higher than the current statutory tax rate. Excluding the
impact of these adjustments, the effective income tax rate was 29.3% in fiscal
2020. The increase in the effective tax rate in fiscal 2021 is due primarily to
favorable return to provision adjustments in fiscal 2020 and increased state
taxable income in higher tax rate jurisdictions.

NET REVENUE

Net income was $19,994 in fiscal 2021 compared to $24,939 in fiscal
2020. Adjusted net income was $18,914 in fiscal 2021 compared to $23,087 in
fiscal 2020. Adjusted net income decreased 18% in fiscal 2021 compared to the
prior year due primarily to lower sales volumes in Manhattan and higher costs as
we transition and integrate commissary operations into our business.


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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 preparation of financial statements in accordance with we Generally accepted accounting principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from these estimates.

DEPRECIATION

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 to their carrying value.

Goodwill and indefinite-lived intangible assets are tested at the end of each
fiscal year, or more frequently if circumstances dictate, for impairment. 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 31, 2021. 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. The fair value of indefinite-lived intangible assets are estimated
based on the discounted cash flow model using the relief from royalty method.

Manhattan store sales have been impacted by localized residential population
migration out of Manhattan and less commuter and tourist traffic during the
COVID-19 pandemic. Due to uncertainty regarding the duration and extent of the
impact of the COVID-19 pandemic on Manhattan, the Company recognized an
impairment charge related to the Fairway trade name of $2,386 for year ended
July 31, 2021.

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
$11,860 and $11,204 at July 31, 2021 and July 25, 2020, respectively.

BUSINESS COMBINATIONS

We account for business combinations using the acquisition method of accounting,
which requires that once control is obtained, all the assets acquired and
liabilities assumed are recorded at their respective fair values at the date of
acquisition. The determination of fair values of identifiable assets and
liabilities requires estimates and the use of valuation techniques when market
value is not readily available. For intangible assets acquired in a business
combination, we typically determine the fair value based on the discounted cash
flow model, specifically the relief from royalty method for intangible assets
related to a trade name. Significant estimates in valuing certain intangible
assets include, but are not limited to, the amount and timing of future
revenues, cash flows, growth rates, discount rates and useful lives. The excess
of the purchase price over fair values of identifiable assets and liabilities is
recorded as goodwill.






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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 9 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 31, 2021 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 2.44% at July 31, 2021 compared to 2.26% at July 25, 2020. Changes in the
discount rate and updated assumptions on mortality tables and improvement scales
resulted in a net decrease in the projected benefit obligation by approximately
$(1,206) at July 31, 2021. Village evaluated the expected increase in
compensation costs of 4.50% and concluded no changes in this assumption was
necessary in estimating pension plan obligations and expense. The Company
utilizes a liability-driven investment ("LDI") strategy. A LDI strategy focuses
on maintaining a close to fully-funded status over the long-term with minimal
funded status risk. This is achieved by investing more of the plan assets in
fixed income instruments to more closely match the duration of the plan
liability.  The investment allocation to fixed income instruments will increase
as each plans' funded status increases.  Based on the Company's LDI strategy,
the Company assumed a weighted-average assumed long-term rate of return on plan
assets of 3.36% in fiscal 2021.

The sensitivity to changes in the main assumptions used in the calculation of the Company’s pension plans is as follows:

                                                     Projected benefit
                                                         obligation              Expense
                                 Percentage               decrease               decrease
                                 point change            (increase)             (increase)
Discount rate                       + / - 1.0 %    $  9,693   $ (12,211)     $ 376   $ (436)
Expected return on assets           + / - 1.0 %    $      -           -      $ 589   $ (589)



Village made no contributions in both fiscal 2021 and fiscal 2020 to these
Company-sponsored pension plans. In fiscal 2020 the Company began the process of
terminating the Village Super Market, Inc. Employees' Retirement Plan. Upon
satisfaction of all regulatory requirements, which is expected to occur during
fiscal 2022, the Company will fully fund and liquidate all plan assets to
purchase annuity contracts from an insurance company for all participants who do
not elect a lump sum distribution. At the time of settlement, the Company will
recognize a non-cash pre-tax charge representing the plan's remaining
unrecognized losses within accumulated other comprehensive loss as of the
termination date. As of July 31, 2021, the funded status of this plan is a net
liability of $3,844 and the pre-tax amount included in Accumulated other
comprehensive loss is $15,155. Contributions to the remaining plans are expected
to be immaterial in fiscal 2022.

RECENTLY ISSUED ACCOUNTING STANDARDS

For information on recently published accounting standards, see Note 1 to the consolidated financial statements.

LIQUIDITY and CAPITAL RESOURCES

CASH FLOWS

Net cash provided by operating activities was $52,692 in fiscal 2021 compared to
$83,948 in fiscal 2020. The change in cash flows from operating activities in
fiscal 2021 was primarily due to changes in working capital and net income
adjusted for non-cash items including depreciation and amortization, share-based
compensation, deferred taxes, loss on pension settlements, the provision to
value inventories at LIFO and the gain on sale of prescription lists and
property, equipment and fixtures.

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Working capital changes, including other assets and other liabilities, decreased
net cash provided by operating activities by $1,587 in fiscal 2021 compared an
increase in net cash provided by operating activities of $1,127 in fiscal 2020.
This change in impact of working capital is due primarily to lower accounts
payable to Wakefern and Accounts payable and accrued expense due to inventory
turnover and operations normalizing after the initial impact of the pandemic
partially offset by changes in timing of income tax payments.

During fiscal year 2021, Village used cash to fund the capital expenditures of $ 25,233, dividends of $ 13,050, the principal repayments of the long-term debt of $ 8,414 and additional investments of $ 2,287 in banknotes receivable from Wakefern, net of proceeds received on matured banknotes. Capital expenditures include a major renovation, continued expansion of ShopRite from Home and the self-checkout, as well as various upgrades to merchandising, technology, equipment and facilities.

During fiscal 2020, Village used cash to fund capital expenditures of $54,495,
dividends of $12,965, treasury stock purchases of $4,389 and additional
investments of $2,800 in notes receivable from Wakefern, net of proceeds
received on matured notes. The $73,622 purchase price for the Fairway
acquisition was funded by $50,000 drawn on the Company's unsecured revolving
line of credit and a $25,500 unsecured term loan pursuant to the Company's
Credit Facility. Capital expenditures include costs associated with the opening
of an 82,000 sq. ft. (52,000 selling sq. ft.) store in Stroudsburg, Pennsylvania
that replaced our existing 53,000 sq. ft. store, expansion of ShopRite from
Home, including the opening of an automated micro-fulfillment center in southern
New Jersey, one major store remodel, several smaller remodels and equipment
upgrades, including those in the integration of the Fairway acquisition.

LIQUIDITY and DEBT

The working capital was $ 44,023 and $ 34,522 To July 31, 2021 and July 25, 2020, respectively. The working capital ratios at the same dates were 1.29 and 1.21 to one, respectively. The Company’s working capital requirements are reduced, as inventory is generally sold when payments to Wakefern and other vendors are due.

We have budgeted $40,000 for capital expenditures in fiscal 2022.  Planned
expenditures include three major remodels, several smaller store remodels, the
purchase of the Galloway store shopping center, one new Gourmet Garage store,
continued expansion of ShopRite from Home and self-checkout, and various
merchandising, technology, equipment and facility upgrades. The Company's
primary sources of liquidity in fiscal 2022 are expected to be cash and cash
equivalents on hand at July 31, 2021 and operating cash flow generated in fiscal
2022.

At July 31, 2021, the Company held variable rate notes receivable due from
Wakefern of $27,325 that earn interest at the prime rate plus 1.25% and mature
on August 15, 2022 and $27,970 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.

TO July 31, 2021, Village had sight deposits invested in Wakefern for an amount of $ 86,670. These deposits earn overnight money market rates.

On May 6, 2020, Village entered into a credit agreement (the "Credit Facility")
with Wells Fargo National Bank, National Association ("Wells Fargo") that
supersedes in its entirety the prior 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. Among other things, the Credit Facility provides for a
maximum loan amount of $150,500 as further set forth below:

•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.

•On September 1, 2020, Village converted $50,000 of its revolving line of credit
to a secured converted term loan. The conversion reduced the maximum amount
available for borrowing under the revolving line of credit from $125,000 to
$75,000. The term loan bears interest at the applicable LIBOR rate plus 1.50%
and is repayable in equal monthly
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installments based on a fifteen-year amortization schedule beginning on the
conversion date. Additionally, Village previously executed a forward interest
rate swap, effective on the conversion date, for a notional amount equal to the
term loan amount that fixes the base LIBOR rate at 0.69% per annum for 15 years,
resulting in a fixed effective interest rate of 2.19% on the converted term
loan. The term loan is secured by real properties of Village Super Market, Inc.
and its subsidiaries, including the sites of three Village stores.

The Credit Facility also provides for up to $25,000 of letters of credit ($7,336
outstanding at July 31, 2021), which secure obligations for store leases and
construction performance guarantees to municipalities. The Credit Facility
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. The Company was in compliance with all covenants of the credit
agreement at July 31, 2021. As of July 31, 2021, $67,664 remained available
under the unsecured revolving line of credit.

During fiscal year 2021, Village paid cash dividends of $ 13,050. Dividends for fiscal year 2021 consist of $ 1.00 per Class A common share and $ 0.65 per Class B common share.

During fiscal year 2020, Village paid cash dividends of $ 12,965. Dividends for fiscal year 2020 consist of $ 1.00 per Class A common share and $ 0.65 per Class B common share.

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; public health conditions; 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 continued uncertainties in the extent and duration of the COVID-19
pandemic and its impact on our business, we will not provide same store sales
guidance for fiscal 2022.
•We have budgeted $40,000 for capital expenditures in fiscal 2022.  Planned
expenditures include three major remodels, several smaller store remodels, the
purchase of the Galloway store shopping center, one new Gourmet Garage store,
continued expansion of ShopRite from Home and self-checkout, and various
merchandising, technology, equipment and facility upgrades.
•The Board's current intention is to continue to pay quarterly dividends in 2022
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 and debt payments for the foreseeable
future.
•We expect our effective income tax rate in fiscal 2022 to be in the range of
30.5% - 31.5%.
•We expect approximately $15,891 of net periodic pension costs in fiscal 2022
related to the three Company sponsored defined benefit pension plans, including
a $15,155 non-cash, pre-tax settlement charge representing the remaining
unrecognized losses within accumulated other comprehensive loss related to a
plan termination expected to occur during fiscal 2022. The Company will fully
fund this plan and liquidate all plan assets to purchase annuity contracts from
an insurance company for all participants who do not elect a lump sum
distribution. As of July 31, 2021, the funded status of this plan is a net
liability of $3,844. Contributions to the remaining plans are expected to be
immaterial in fiscal 2022.
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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 initial
COVID-19 health crisis in the United States with much of our trade area under
stay-at-home orders from mid-March 2020 through June 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, 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, 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 technology, standards,
processes, procedures and controls. Sales and operating profits have
underperformed compared to projected amounts due primarily to population
migration out of Manhattan and less commuter and tourist traffic during the
COVID-19 pandemic. 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, disturbances due
to social unrest 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, workers' compensation, 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 could have an adverse effect on Village's
results of operations.
•Approximately 89% of our employees are covered by collective bargaining
agreements. Any work stoppages could have an adverse impact on our financial
results. If we are unable to control health care and pension costs provided for
in the collective bargaining agreements, we may experience increased operating
costs.
•The Company could be adversely affected if consumers lose confidence in the
safety and quality of the food supply chain. The real or perceived sale of
contaminated food products by us could result in a loss of consumer confidence
and product liability claims, which could have a material adverse effect on our
sales and operations.
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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, 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 goodwill and indefinite-lived intangible assets are tested at the end of
each fiscal year, or more frequently if circumstances dictate, for impairment.
Failure of acquired businesses to achieve their forecasted expectations could
result in impairment charges to goodwill and indefinite-lived intangible 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

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 31, 2021,
the Company's indebtedness to Wakefern for the outstanding amount of this stock
subscription was $3,423. The maximum per store investment is currently $975.
Wakefern
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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, workers' compensation, liability and property
insurance, technology support and other store services. Additional information
is provided in Note 3 to the consolidated financial statements.

At July 31, 2021, the Company held variable rate notes receivable due from
Wakefern of $27,325 that earn interest at the prime rate plus 1.25% and mature
on August 15, 2022 and $27,970 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.

TO July 31, 2021, Village had sight deposits invested in Wakefern for an amount of $ 86,670. These deposits earn overnight money market rates.

The Company subleases the Galloway and Vineland stores from Wakefern under
sublease agreements which provided for combined annual rents of $1,355 in both
fiscal 2021 and 2020, and aggregate lease obligations of $2,276 at July 31,
2021. 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 $704 and $688 in fiscal 2021 and 2020, respectively, and has a related lease
obligation of $3,227 at July 31, 2021. This lease expires in fiscal 2026 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 $1,579
and $1,455 in fiscal 2021 and 2020, respectively, and has aggregate lease
obligations of $12,781 at July 31, 2021 related to these leases.





























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