8-K

SECURITIES & EXCHANGE COMMISSION

WASHINGTON, D.C.

FORM 8-K

CURRENT REPORT

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

Date of Report:   October 4, 2012

VILLAGE SUPER MARKET, INC.

(Exact Name of Registrant as specified in its charter)

New Jersey	0-2633	22-1576170
(State or Other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

733 Mountain Avenue

Springfield, New Jersey  07081

(Address of principal executive offices)

Registrant’s telephone number, including area code

(973) 467-2200

Check the appropriate box below if the Form 8-k filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions :

[  ]  Written communication pursuant to Rule 425 under the Securities Act ( 17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act ( 17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02   Results of Operations and Financial Condition

On October 4, 2012, Village Super Market, Inc. issued a press release to announce its results for the fourth quarter of 2012.  A copy of the press release is attached as Exhibit 99.1.

Item 9.01   Financial Statements and Exhibits

      Exhibit No.                     Description

      99.1                                Press release issued by the registrant, date October 4, 2012

Signature

Pursuant to the requirements of the Securities and Exchange Act of 1934. the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

By:	s/s Kevin Begley
	Name:   Kevin Begley
	Title:     Chief Financial Officer

EX-99.1

Exhibit 99.1

VILLAGE SUPER MARKET, INC.

733 MOUNTAIN AVENUE

SPRINGFIELD, NEW JERSEY 07081

PHONE:  (973) 467-2200

FAX:  (973) 467-6582

VILLAGE SUPER MARKET, INC.

REPORTS RESULTS FOR THE QUARTER AND YEAR ENDED

JULY 28, 2012

Contact:         Kevin Begley, CFO

                       (973) 467-2200 – Ext. 220

Kevin.Begley@Wakefern.com

Springfield, New Jersey – October 4, 2012– Village Super Market, Inc. (NSD-VLGEA) today reported its results of operations for the fourth quarter and year ended July 28, 2012.

Net income was $9,019,000 in the fourth quarter of fiscal 2012, an increase of 3% from the fourth quarter of the prior year.  Net income increased despite losses in the two new Maryland stores as sales in Maryland are lower than expected, and we continue to build market share and brand awareness.

Sales were $369,859,000 in the fourth quarter of fiscal 2012, an increase of 7.2% from the fourth quarter of the prior year.  Sales increased due to the opening of the two new stores in Maryland, the acquisition of the store in Old Bridge, New Jersey on January 29, 2012, and a same store sales increase of 1.8%.  Same store sales in the fourth quarter of fiscal 2012 increased due to modest inflation, increased customer counts, and higher sales in two stores due to one competitive store closing.  These improvements were offset by reduced sales in five stores due to competitive store openings. Sales continue to be impacted by economic weakness, high gas prices and high unemployment, which has resulted in increased sale item penetration and trading down.  Village expects same store sales in fiscal 2013 to increase from 2.0% to 4.0%, including the positive impact from the inclusion of the Maryland stores in same store sales.

Net income was $31,445,000 in fiscal 2012 compared to $20,982,000 in the prior year.  Excluding the $4,200,000 (net of tax) pension withdrawal charge from the prior year, net income increased 25%.  Sales in fiscal 2012 were $1,422,243,000, an increase of 9.5% from the prior year.  Same store sales increased 4.9% as the first nine months of the year benefited from seven store closings by competitors in the prior fiscal year.

Village Super Market operates a chain of 29 supermarkets under the ShopRite name in New Jersey, Maryland and Eastern Pennsylvania.

All statements, other than statements of historical fact, included in this Press Release are or may be considered forward-looking statements within the meaning of federal securities law.  The Company cautions the reader that there is no assurance that actual results or business conditions will not differ materially from future results, whether 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. The following are among the principal factors that could cause actual results to differ from the forward-looking statements: local economic conditions; competitive pressures from the Company’s operating environment; the ability of the Company to maintain and improve its sales and margins; the ability to attract and retain qualified associates; the availability of new store locations; the availability of capital; the liquidity of the Company; the success of operating initiatives; consumer spending patterns; the impact of higher energy prices; increased cost of goods sold, including increased costs from the Company’s principal supplier, Wakefern; the results of litigation; the results of tax examinations; the results of union contract negotiations; competitive store openings and closings; the rate of return on pension assets; the success of establishing ShopRite’s presence in the Maryland market; and other factors detailed herein and in the Company’s filings with the SEC.

VILLAGE SUPER MARKET, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in Thousands except Per Share Amounts) (Unaudited)
	13 Wks Ended			13 Wks Ended			52 Wks Ended			52 Wks Ended
	July 28, 2012			July 30, 2011			July 28, 2012			July 30, 2011
Sales	$	369,859		$	345,020		$	1,422,243		$	1,298,928
Cost of sales		268,660			250,847			1,033,416			948,769
Gross profit		101,199			94,173			388,827			350,159
Operating and administrative
expense		80,579			73,642			313,516			293,222
Depreciation and amortization		5,146			4,857			19,759			18,621
Operating income		15,474			15,674			55,552			38,316
Interest expense		(1,079	)		(1,072	)		(4,415	)		(4,280	)
Interest income		668			613			2,571			2,207
Income before income taxes		15,063			15,215			53,708			36,243
Income taxes		6,044			6,451			22,263			15,261
Net income	$	9,019		$	8,764		$	31,445		$	20,982
Net income per share:
Class A common stock:
Basic	$	0.78		$	0.77		$	2.74		$	1.86
Diluted	$	0.65		$	0.64		$	2.28		$	1.54
Class B common stock:
Basic	$	0.51		$	0.50		$	1.78		$	1.21
Diluted	$	0.51		$	0.49		$	1.77		$	1.21
Gross profit as a
% of sales		27.4	%		27.3	%		27.3	%		27.0	%
Operating and administrative expense as a % of sales		21.8	%		21.3	%		22.0	%		22.6	%